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Directors Report of Entertainment Network (India) Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Seventeenth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [''the Company''/ ''ENIL7 ''Radio Mirchi''] for the financial year ended March 31, 2016.

1 Financial Highlights

Amount in Rs.

Standalone Consolidated

Financial Year Financial Year Financial Year Financial Year 2015-16 2014-15 2015-16 2014-15

Total Income 5,337,176,003 4,706,548,014 5,337,314,234 4,707,588,061

Profit before taxation 1,481,637,875 1,446,093,211 1,481,550,729 1,446,144,866

Tax expense 481,626,202 386,372,615 481,664,185 386,374,869

Profit after taxation 1,000,011,273 1,059,720,596 999,886,544 1,059,769,997

Profit brought forward 4,383,854,432 3,439,832,942 4,384,869,145 3,440,798,255

Authorised Capital 1,200,000,000 1,200,000,000 1,200,000,000 1,200,000,000

Equity (issued, subscribed & paid up 476,704,150 476,704,150 476,704,150 476,704,150 share capital)

Transfer to General Reserve Nil Nil Nil Nil

Adjustments due to change in rates of Nil 58,324,116 Nil 58,324,117 Depreciation

Proposed dividend (including dividend 57,374,990 57,374,990 57,374,990 57,374,990 distribution tax)

Surplus carried to Balance Sheet 5,326,490,715 4,383,854,432 5,327,380,699 4,384,869,145

2 Financial Performance, Operations and state of the Company''s affairs

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs.4,706,548,014 during the previous year to Rs.5,337,176,003 during the year under review. Profit after tax was Rs.1,000,011,273.

On a consolidated basis, total income of the Company increased from Rs.4,707,588,061 during the previous year toRs.5,337,314,234 during the year under review. Profit after tax was Rs.999,886,544.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

In July, 2015, the Company had received the approval from the Ministry of Information & Broadcasting (MIB) to purchase TVTN''s four radio stations i.e. radio business in Amritsar, Jodhpur, Patiala and Shimla. The said purchase was subject to fulfillment of conditions specified by the MIB, execution of relevant documents with TVTN and completion of all other relevant formalities.

In September, 2015, the Company had executed a Business Transfer Agreement (''BTA) with TVTN to purchase the aforementioned radio business on the terms and conditions stipulated in the BTA. The purchase consideration was Rupees Four Crores subject to closing net working capital adjustments as defined more specifically in the BTA and also payment of migration fees to MIB for migration of the aforesaid four stations from Phase II to Phase III.

The Company participated in the 1st batch of Phase - 3 auctions and has expanded its network substantially.

In the bidding, the Company focused on building a strong "2nd frequency" network in the biggest Al- and A category towns. EN IL has won a 2nd frequency in Bengaluru, Hyderabad, Ahmedabad, Pune, Kanpur, Lucknow, Jaipur, Nagpur and Surat. In addition to acquiring a second channel in the major cities, the Company also bid and won important cities that the Company was not already present in. These are Chandigarh (and along with Amritsar and Patiala acquired from TV Today, this has made the Company''s North footprint strong), Guwahati

(the gate-way to the North East), ShiLLong (a buzzing border town), Kochi and Kozhikode (which, along with the Company''s existing Trivandrum, are the three biggest cities in Kerala) and Jammu and Srinagar (important border towns). With these seven cities, the core Mirchi brand will now be available in 43 cities (32 from Phase-2 4 acquired from TV Today these 7).

The Company commenced broadcast from its radio stations at Guwahati, Kochi and Bengaluru (acquired under Phase 3 auctions) as on the date of this report.

In March 2016, the Company issued Unsecured Commercial Papers (CPs) to BNP Paribas. The amount raised through issuance of CPs was Rs.249.43 crores. The CPs have a tenor of one year and will mature on March 17, 2017. The maturity value of CPs is Rs.270 crores. The effective yield of the CPs is 8.25% per annum. The proceeds from the CPs were used to fully repay the outstanding bank loans.

The Scheme of Amalgamation and Arrangement (''Scheme'') of Times Infotainment Media Limited [TIML], the holding company of the Company with Bennett, Coleman & Company Limited (''BCCL), the holding Company of TIML was filed under the Companies Act, 1956. The Scheme was approved by the Hon''ble Bombay High Court vide Order dated July 3, 2015 (''Order''). The Hon''ble Bombay High Court''s approval was however subject to the approval of the Ministry of Information & Broadcasting, Government of India (''MIB'').

The MIB, vide its letter dated April 25,2016 (received by the Company on April 26, 2016), accorded its approval to the change in ownership pattern of the Company under the Scheme. Consequently, TIML''s entire shareholding in the Company transferred to BCCL, and BCCL is the sole promoter shareholder of the Company.

There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.

3 Dividend

Your Directors are pleased to recommend a dividend of ?1.00 (Rupee one only) per equity share of Rs.10/- each for the financial year ended March 31, 2016, aggregating Rs.573.75 lacs including dividend distribution tax of Rs.97.05 lacs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as beneficial owners as at the end of the business hours on July 27, 2016 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on July 27, 2016, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4 Deposits from public

The Company has not accepted any deposits from public and therefore the details relating the deposits covered underChapterVof the Companies Act, 2013 are not required to be furnished.

5 Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or re- enactment thereof for the time being in force (''the Act''), Mr. Vineet Jain (DIN: 00003962) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Members of the Company have approved the appointment of Ms. Punita Lai (DIN: 03412604) as the Independent Non-executive Director of the Company through postal ballot voting process. Her appointment as the Independent Non-executive Director is for a term of five consecutive years commencing from March 28, 2016.

On the basis of the approval and recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, on May 19, 2016, unanimously approved the reappointment of Mr. Prashant Panday (DIN: 02747925) as the Managing Director & Chief Executive Officer (''MD & CEO'') pursuant to the provisions of sections 152, 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and all applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof from time to time) (hereinafter referred to as ''the Act''), for a period of 5 (five) years commencing from July 1, 2016 and ending on June 30, 2021. The aforesaid reappointment is on a continuation basis, without any interruption/ break in the service and is subject to the approvals, consents, permissions, sanctions and the like of the Members of the Company and all other concerned statutory and other authorities, if and to the extent applicable and required. His term of office shall be liable to retire by rotation. Terms, conditions of his reappointment including remuneration and all other relevant details have been furnished in the Notice convening this AGM.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''Listing Regulations''] and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

Brief resume of the directors proposed to be reappointed, relevant information including nature of their expertise in specific functional areas, qualifications, terms of appointment, details of remuneration, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board, their shareholding in the Company, etc., as stipulated under the Listing Regulations and Secretarial Standards have been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

None of the Directors are related with each other or key managerial personnel [inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as Key Managerial Personnel (KMP):

- Mr. Prashant Panday: Managing Director & CEO

- Mr. N. Subramanian: Group CFO

- Mr. Mehul Shah: SVP Compliance & Company Secretary

6 Board Evaluation

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

The Board and its Committees evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed with the relevant Committees and collectively by the Board as a whole. Feedback was also sought on the contributions of individual directors. Independent directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, conducted the performance review of the Chairman, Non-independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the Listing Regulations. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

7 Board Familiarization Program

At the time of appointment of new director, through the induction process, he/ she is familiarized with the Company, director''s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company''s website at: www.enil.co.in at web link: http://www.enil.co.in/policies-code-of-conduct.php

8 Policy on directors'' appointment and remuneration

The Company''s Policy on the Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is annexed to this Report at the Nomination & Remuneration Policy and appended as Annexure A to this Report.

9 Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. B. S. Nagesh. The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

10 Vigil Mechanism

The Company has a ''Whistle Blower Policy'' / ''Vigil Mechanism'' in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and legal business conduct and fair deal to all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel has been denied access to the Audit Committee. The Policy contains the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/Vigil Mechanism is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

11 CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of ''Corporate Social Responsibility Committee [CSR Committee]'' are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The Committee comprises of the following Directors as on the date of this Report:

- Mr. Vineet Jain (Non- Executive Director)

- Mr. B. S. Nagesh (Independent Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent Non- Executive Director)

- Mr. Prashant Panday (Managing Director & CEO)

During the financial year under review, the Committee met four times, i.e. on May 19, 2015; August A, 2015; October 26, 2015; and February 8, 2016.

Brief description of terms of reference of the Committee inter alia includes to:

- formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013

- approve CSR activities

- recommend to the Board the amount of expenditure to be incurred on the CSR activities

- monitor the CSR Policy of the Company from time to time

- institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company

- carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory/ regulatory authorities

CSR Policy development and implementation:

The CSR Policy is available on the Company''s website at www.enil.co.in http://www.enil.co.in/ policies-code-of-conduct.php

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure B to this Report.

12 Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. Vineet Jain. Brief description of terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

13 Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of Mr. Richard Saldanha (Chairman), Mr. Ravindra Kulkarni and Mr. Prashant Panday. Brief description of terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

14 Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark.

15 Auditors

At the 15th AGM held on August 12, 20U, the Members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) as the statutory auditors of the Company to hold the office from the conclusion of the 15th AGM till the conclusion of the sixth consecutive AGM (with the meeting wherein such appointment has been made being counted as the first meeting). As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the members of the Company.

S. R. Batliboi & Associates LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

16 Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is appended as Annexure C to this Report.

The Secretarial Audit Report dated May 19, 2016 contains one qualification for not appointing a woman director as per the provisions of Section 149 of the Companies Act, 2013 during the financial year under review. The Company wishes to place on record that a woman director (Ms. Vibha Paul Rishi) was on the Board since August 2012. As per the relevant regulatory policy applicable to the Company, she resigned from the Board effective from March 5, 2015. As per the provisions of section 149 of the Companies Act, 2013 read with the applicable rules thereto, any intermittent vacancy of a woman director shall be filled- up by the Board at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy whichever is later.

The Board of Directors, at their meeting held on May 19, 2015, had proposed the appointment of Ms. Punita Lai (DIN: 03412604) as an Independent Director of the Company. The Company, in compliance with the applicable regulatory requirements requiring it to obtain prior permission of the Ministry of Information & Broadcasting (''MIB'') for any appointment of director to its Board of Directors, duly applied to the MIB on June 1, 2015. MIB, vide its letter dated February 5, 2016, conveyed its approval for Ms. Lai''s appointment as a Director. Members of the Company have approved the appointment of Ms. Punita Lai (DIN: 03412604) as the Independent Non-executive Director of the Company through postal ballot voting process. Her appointment as the Independent Non-executive Director is for a term of five consecutive years commencing from March 28, 2016. With effect from March 28, 2016, the Company is in compliance with the requirements of the Companies Act, 2013 and Listing Regulations relating to the composition of the Board of Directors.

17 Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2017. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs.4,50,000 (Rupees four lacs fifty thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2017.

The Cost Audit Report for the financial year 2014- 15 was filed on September 24, 2015. The Cost Audit Report for the financial year 2015-16 will be filed on/ before the due date.

18 Conservation of energy, Technology absorption ^^and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However the information, as applicable, is given hereunder:

i) Conservation of energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

- The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution:

The Customer Relationship Management (CRM) solutions has seen high level of adoption. And with this headway, the natural progression for ENIL is to get to Mobility and Analytics. We are in the process of rolling out CRM on mobile and also build reporting and analytical tools to improve business opportunities.

We have rolled out Digital Content Repository system to manage the programming content. This helps in archival, meta tag and easy search of content at any given point of time. We look forward to reaping the benefits during the ensuing years.

As part of the expansion of Mirchi under Phase 111, we have taken care to adopt the best of technology at optimum pricing, to ensure good return on investments.

- Imported technology (imported during last three years reckoned from the beginning of the financial year): Nil

- The expenditure incurred on Research & Development (R & D): Foray in the

Digital Space:

We have strengthened our presence and now stream 14 radio stations with many more in the pipeline. We have launched regional online radio stations too - in Tamil, Telugu, Punjabi to diversify our appeal. Our partnership with Gaana is helping us get a world class technology and marketing infrastructure to reach our online consumers. We have plans for strengthening our online presence through a refresh of our website and development of new apps. We now stream more than 8Mn video views a month on our YouTube channel.

iii) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Amount in Rs.

Financial Year Financial Year 2015-2016 2014-2015

Foreign exchange 56,684,997 47,964,561 earnings

Foreign exchange 64,831,617 4,145,846 outgo

19 Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure D to this Report.

The Managing Director of the Company does not receive any remuneration or commission from holding Company or any of its subsidiaries.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection at the Registered Office and Corporate Office of the Company during working hours for a period of 21 days before the date of AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company''s website at: www.enil.co.in

20 Extract of Annual Return

Extract of Annual Return of the Company as required under Section 92 of the Act is attached as Annexure E to this Report in the Form MGT 9.

21 Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

- any equity shares with differential rights as to dividend, voting or otherwise;

- any shares to its employees under the Employees Stock Option Scheme;

- any Sweat Equity Shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with NSE and BSE.

22 Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

23 Business Responsibility Report

As per the amendment in the Regulation 34 of the Listing Regulations notified on December 22, 2015, the requirement of mandatory reporting of Business Responsibility Report in the Annual Report has been raised from top hundred to top five hundred listed entities based on market capitalization and said notification is applicable effective from April 1, 2016 and should form part of the Annual Report for the financial year 2016-17 onwards. Asa matter of proactive corporate governance compliance, the Company has voluntarily published a separate Business Responsibility Report (''BRR'') for the financial year under review as stipulated under Regulation 34 of the Listing Regulations. BRR is in line with the key principles stated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' framed by the Ministry of Corporate Affairs.

As a green initiative, the BRR is made available on your Company''s website, www.enil.co.in. The BRR shall be kept open for inspection at the Registered Office and Corporate Office of the Company. Any member interested in obtaining a hard copy of the BRR may write to the Company Secretary.

24 corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary.

25 Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2016, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have selected such accounting policies 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 at the end of the financial year ended on March 31, 2016 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26 Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the financial year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on materiality of related party transactions. Since no Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in the Form AOC 2 is not applicable.

The Company''s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies- code-of-conduct.php

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Company''s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

27 Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2015-16 are provided in the financial statements. Please refer to the Note no. 12 to the standalone financial statements for details of investments made by the Company.

28 Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures. Major risks are identified, adequately mitigated continuously and the same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk Management Policy envisages assessment of strategy risk, operational risk, financial risk, regulatory risk, human resource risk, technological risk.

Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s Risk Management policies, systems and procedures. Internal Audit function is entrusted to KPMG- the independent Internal Auditors. Internal Audit covers all the radio stations at pan India level and corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

29 Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control system including internal financial controls.

30 Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements are provided and forms part of the Annual Report.

31 Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''swholly owned subsidiary since 2007. ABSL recorded a total income of Rs.138,231 during the financial year 2015-16. Loss after Tax stood at? 134,671 for the financial year under review.

As per Section 129 of the Companies Act, 2013, separate statement containing the salient features of the financial statements of the Subsidiary Company are attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture.

The Company shall make available the financial statements and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil.co.in. These documents will also be available for inspection during business hours at the Registered Office and Corporate Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company''s website: www.enil.co.in

The Policy for determining material subsidiaries is available on the Company''s website: www.enil.co.in at http://www.enil.co.in/policies- code-of-conduct.php

32 Significant or material order

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

33 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. During the financial year under review, four complaints pertaining to sexual harassment were reported to the Internal Complaints Committee of the Company. After detailed investigation and following due procedure under the applicable law, guidelines and regulations, the said complaints were appropriately dealt with during the financial year under review and appropriate action was taken.

34 Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and co-operation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

(DIN:00003962)

Mumbai, May 19, 2016

Registered Office:

Entertainment Network (India) Limited,

CIN: L92U0MH1999PLC120516,

4th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg, Lower Parel (West),

Mumbai -400 013.

www.enil.co.in


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [''the Company''/ ''ENIL/ ''Radio Mirchi''] for the financial year ended March 31,2015.

1. Financial Highlights

Amount in Rs.

Standalone

inancial Year Financial Year 2014-15 2013-2014

Income 4,706,548,014 4,071,657,231

Profit before tax & exceptional item 1,446,093,211 1,154,952,773

Tax expense 386,372,615 320,463,042

Profit after tax 1,059,720,596 834,489,731

Profit brought forward 3,439,832,942 2,661,115,213

Authorised Capital 1,200,000,000 1,200,000,000

Equity (issued, subscribed & paid up share capital) 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Adjustments due to change in 58,324,116 Nil rates of Depreciation

Proposed dividend (including 57,374,990 55,772,002 dividend distribution tax)

Surplus carried to Balance 4,383,854,432 3,439,832,942 Sheet



Consolidated

Financial Year Financial Year 2014-15 2013-2014

Income 4,707,588,061 4,073,943,624

Profit before tax & exceptional item 1,446,144,866 1,156,150,044

Tax expense 386,374,869 319,947,119

Profit after tax 1,059,769,997 836,202,925

Profit brought forward 3,440,798,255 2,660,367,332

Authorised Capital 1,200,000,000 1,200,000,000

Equity (issued, subscribed & paid up share capital) 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Adjustments due to change in 58,324,117 Nil rates of Depreciation

Proposed dividend (including 57,374,990 55,772,002 dividend distribution tax)

Surplus carried to Balance 4,384,869,145 3,440,798,255 Sheet

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs. 4,071,657,231 during the previous year to Rs. 4,706,548,014 during the year under review. Profit after tax was higher at Rs. 1,059,720,596.

On a consolidated basis, total income of the Company increased from Rs. 4,073,943,624 during the previous year to Rs. 4,707,588,061 during the year under review. Profit after tax was higher at Rs. 1,059,769,997.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.00 (Rupee one only) per equity share of Rs. 10/- each for the financial year ended March 31,2015, aggregating Rs. 573.75 lacs including dividend distribution tax of Rs. 97.05 lacs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

* whose names appear as beneficial owners as at the end of the business hours on September 7, 2015 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

* whose names appear as Members in the Register of Members of the Company as on September 7, 2015, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. Operations and state of the Company''s affairs

Your Company''s financial results are because of strong underlying reasons. Listenership has remained strong, with the latest IRS placing your Company again right at the top. Listenership in the top 8 metros is the most crucial, given the weight of these markets in revenues, and your Company has continued to show strong leads in these cities. Your Company has also spent on several marketing campaigns during the year, supporting new programming initiatives, like the launch of a new "breaking music" show in Mumbai, re-launch of Mumbai''s favorite morning show "Mumbai ki Awaaz- Jeeturaaj", the launch of Delhi''s morning show with "Recharge Rohit", supporting the massively popular "Mirchi Murga" and launching the morning show "Hi Bengaluru" in Bengaluru.

The strong leadership in listenership is a result of your Company''s ability to hire and retain superior quality talent. That remains a strength of your Company, a strength that emerges partly from the parent company, Bennett Coleman & Company Limited, and partly from its own unique culture of "fun @ ENIL".

Your Company made an important stride this year. It entered the elite list of companies which report more than Rs. 100 crores in PAT. With more growth coming its way in the form of Phase-3 auctions and expansion, your Company''s cash position of over Rs. 550 crores will stand it in good stead.

The Company had entered into a non-binding memorandum of understanding with TV Today Network Limited (TVTN) for purchase of seven radio stations from TVTN. The purchase was subject to fulfillment of contractual obligations (which may be agreed between the parties) and receipt of all necessary regulatory approvals including permissions from the Ministry of Information and Broadcasting (MIB), Government of India.

The MIB has declined its approval on the grounds that the proposed sale by TVTN and proposed purchase by the Company is not in conformity with the FM Radio Guidelines. However, both the Company and TVTN have decided to appeal against the MIB decision.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.

5. Deposits from public

The Company has not accepted any deposits from public and therefore the details relating the deposits covered under Chapter V of the Companies Act, 2013 are not required to be furnished.

6. Directors and Key Managerial Personnel

On April 3, 2015; through a Postal Ballot voting process, the Members of the Company accorded their approval to partially modify the terms of appointment of Mr. Prashant Panday - Managing Director & Chief Executive Officer (DIN: 02747925). Pursuant to the aforesaid modification approved by the Members, Mr. Panday shall be liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or re-enactment thereof for the time being in force (''the Act''), Mr. Prashant Panday retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

During the financial year under review, Mr. A. P. Parigi (DIN: 00087586) and Mr. Ravindra Dhariwal (DIN: 00003922) resigned from the Board of Directors of the Company due to other pre-occupations. Ms. Vibha Paul Rishi (DIN: 05180796) resigned from the Board of Directors of the Company as per the relevant regulatory policy applicable to the Company. The Board of Directors places on record their appreciation for the valuable contributions made by Mr. Parigi, Mr. Dhariwal and Ms. Vibha Paul Rishi to the Company.

The Board of Directors proposed to appoint Ms. Punita Lal (DIN: 03412604) as the Independent Director on the Board of the Company. The Company has completed all the regulatory procedures for appointment of Ms. Punita Lal. Her appointment will be subject to the approval/ no objection from the Ministry of Information & Broadcasting (MIB). The approval/ no objection from the MIB is expected in due course.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and Clause 49 of the Listing Agreement and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Clause 49 of the Listing Agreement and that they are independent of the management.

Brief resume of the director proposed to be reappointed, relevant information, nature of his expertise in specific functional areas, names of the companies in which he holds directorships and the memberships/ chairmanships of Committees of the Board and his shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement, have been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

None of the Directors are related with each other or key managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

During the financial year under review, following persons were designated as Key Managerial Personnel (KMP):

* Mr. Prashant Panday: Managing Director & CEO

* Mr. N. Subramanian: Group CFO

* Mr. Mehul Shah: SVP Compliance & Company Secretary

7. Board Evaluation

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

The Board and its Committees evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed with the relevant Committees and collectively by the Board as a whole. Feedback was also sought on the contributions of individual directors. Independent directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, conducted the performance review of the Chairman, Non- Independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the listing agreement. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment of new director, through the induction process, he/ she is familiarized with the Company, director''s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company''s website at: www.enil.co.in at web link: http://www.enil. co.in/policies-code-of-conduct.php

9. Policy on directors'' appointment and remuneration

The Company''s Policy on the Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is annexed to this Report at the Nomination & Remuneration Policy and appended as Annexure A to this Report.

10. Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. B. S. Nagesh. The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Major terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

11. Vigil Mechanism

The Company has a ''Whistle Blower Policy'' / ''Vigil Mechanism'' in place. The Objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and legal business conduct and fair deal to all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel has been denied access to the Audit Committee. The Policy contains the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/ Vigil Mechanism is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

12. CSR Committee

Major terms of reference and other relevant details of the Corporate Social Responsibility (CSR) Committee and CSR Policy have been furnished in the Report on Corporate Governance. The CSR Policy is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure B to this Report.

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. Vineet Jain Major terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of Mr. Richard Saldanha (Chairman), Mr. Ravindra Kulkarni and Mr. Prashant Panday. Major terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark.

16. Auditors

At the 15th AGM held on August 12, 2014, the Members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (registration number- 101049W) as the statutory auditors of the Company to hold the office from the conclusion of the 15th AGM till the conclusion of the sixth consecutive AGM (with the meeting wherein such appointment has been made being counted as the first meeting). As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of S. R. Batliboi & Associates LLP Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the members of the Company.

S. R. Batliboi & Associates LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

17. Secretarial Auditor

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P No: 2285), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is appended as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. Cost Auditor

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s R. Nanabhoy & Co., Cost Accountants (Firm registration number-00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31,2016. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs. 4,50,000 (Rupees four lacs fifty thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31,2016.

The Cost Audit Report for the financial year 2013- 14 was filed on September 27, 2014. The Cost Audit Report for the financial year 2014-15 will be filed on/ before the due date.

19. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However the information, as applicable, is given hereunder:

i) Conservation of energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

* The efforts made towards technology absorption:

In our efforts to use technology to augment business, productivity and performance, we are in the process of rolling out Customer Relationship Management (CRM) solutions for all business segments. Many internet radio stations have been rolled out during the current year. We are also in the process of rolling out a Digital content Repository system to manage the programming content that we have created all these years and would create in the future. To improve collaboration, Radio Mirchi Employees have been migrated to Office 365.

* The benefits derived like product improvement, cost reduction, product development or import substitution:

Benefits are in the nature of increased productivity through easy search of content, price & revenue optimization through factor based dynamic pricing & cost reduction through improved productivity and better processes.

* Imported technology (imported during last three years reckoned from the beginning of the financial year): Nil

* The expenditure incurred on Research & Development (R & D): Foray in the Digital Space:

The Company is adequately prepared to adapt to the new technologies that are transforming media business. We currently have 10 online radio stations. And additional 3 online radio stations are expected to be launched by end of September 2016. We are working closely with tech partners to create mobile-content solutions for brands, which is already giving us a steady business too. We have launched our first app ''Mirchi Murga'' on the Apple and Android stores. The ''Mirchi Murga'' app has already been downloaded 1.3 lacs times, and generates 2 million screen views already, and is highly rated. We continue to create new digital friendly content, and get over 3 million views a month from our videos on Youtube. We are developing new video facilities to innovate more on video content.

iii) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Amount in Rs.

Financial Year Financial Year 2014-2015 2013-2014

Foreign exchange 47,964,561 43,398,508 earnings

Foreign exchange 4,145,846 7,578,466 outgo

20. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure D to this Report.

The Managing Director of the Company does not receive any remuneration or commission from holding Company or any of its subsidiaries.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection at the Registered Office and Corporate Office of the Company during working hours for a period of 21 days before the date of AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company''s website at: www.enil.co.in

21. Extract of Annual Return

Extract of Annual Return of the Company as required under Section 92 of the Act, is attached as Annexure E to this Report in the Form MGT 9.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

* any equity shares with differential rights as to dividend, voting or otherwise;

* any shares to its employees under the Employees Stock Option Scheme;

* any Sweat Equity Shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement is set out in a separate section forming part of this Report.

24. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

25. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2015, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have selected such accounting policies 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 at the end of the financial year ended on March 31,2015 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the financial year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on materiality of related party transactions. Since no Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act, in the Form AOC 2 is not applicable.

The Company''s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of- conduct.php

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Company''s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

27. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2014-15 are provided in the financial statements. Please refer to the Note no. 10 to the standalone financial statements for details of investments made by the Company.

28. Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures. Major risks are identified, adequately mitigated continuously and same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk Management Policy envisages assessment of strategy risk, operational risk, financial risk, regulatory risk, human resource risk, technological risk.

Risk is assessed and mitigated by the Risk Management Procedure involving identification and prioritization of risk events; Categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks; Risk Mitigation & Control and update risk identification and prioritization.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s Risk Management policies, systems and procedures. Internal Audit function is entrusted to KPMG-the independent Internal Auditors. Internal Audit covers all the radio stations at pan India level and corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

29. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control system including internal financial controls.

30. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements are provided and forms part of the Annual Report.

31. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''s wholly owned subsidiary since 2007. ABSL recorded a total income of Rs. 1,040,047 during the financial year under review. Profit after Tax stood at Rs. 39,459.

As per Section 129 of the Companies Act, 2013, separate statement containing the salient features of the financial statements of the Subsidiary Company are attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture.

The Company shall make available the financial statements and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil.co.in. These documents will also be available for inspection during business hours at the Registered Office and Corporate Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company''s website: www.enil.co.in

The Policy for determining material subsidiaries is available on the Company''s website: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

32. Significant or material order

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints Committees. During the financial year under review, no complaint was filed under the aforesaid Act.

34. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and co-operation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors sd/- Vineet Jain Chairman (DIN: 00003962) Mumbai, May 19, 2015

Registered Office: Entertainment Network (India) Limited, CIN: L92140MH1999PLC120516, 4th Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. www.enil.co.in


Mar 31, 2014

The Directors have pleasure in presenting this Fifteenth Annual Report together with the audited annual accounts of Entertainment Network (India) Limited [''the Company''/ ''ENIL''/ ''Radio Mirchi''] for the financial year ended March 31, 2014.

1. Financial Highlights

Amount in Rs

Financial Year Financial Year 2013-2014 2012-2013

Income 4,071,657,231 3,553,609,049

Profit before tax & exceptional item 1,154,952,773 894,443,457

Tax expense 320,463,042 217,732,607

Profit after tax 834,489,731 676,710,850

Profit brought forward 2,661,115,213 2,040,176,365

Equity (issued, subscribed & paid up share capital) 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Proposed dividend (including dividend distribution tax) 55,772,002 55,772,002

Surplus carried to Balance Sheet 3,439,832,942 2,661,115,213

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from RS. 3,553,609,049 during the previous year to RS. 4,071,657,231 during the year under review. Profit after tax was higher at RS. 834,489,731. The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

3. Dividend

Your Directors are pleased to recommend a dividend of RS. 1.00 (Rupee one only) per equity share of RS. 10/- each for the financial year ended March 31, 2014, aggregating RS. 557.72 lacs including dividend distribution tax. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as beneficial owners as at the end of the business hours on August 4, 2014 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on August 4, 2014, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. Operations

The year gone by has been a satisfactory one for your Company. Your Company''s financial results have been impressive, considering the tough market conditions that have prevailed. Revenue from operations has grown by 13.7%. Further, thanks to your Company''s relentless focus on containing costs, EBITDA from operations has grown by 19.9% and PAT by 23.3%. The Company''s revenue market share, amongst private players, has grown marginally to between 33% and 35%. The Company''s tight focus on operations has ensured that it generated RS.118 crores in cash during the year. The Company''s ROE during the year was a good 15.4%. Excluding cash assets, the ROE was very remarkable at 38%.

Your Company''s good financial health puts it in a strong position to take advantage of the upcoming Phase-3 program of expansion. As you may be aware, this expansion offers your Company several opportunities. Firstly, your Company can bid for more licenses in new cities. This geographical expansion into smaller towns will allow your Company to offer advertising solutions to local advertisers in markets that are likely to be the engines of future growth. Secondly, your Company can acquire a 2nd or even 3rd frequency in the bigger markets as the policy now allows a broadcaster to own and operate more than one channel in a market. Your Company has identified markets where it would like to do so. Thirdly, your Company will likely get opportunities to acquire existing radio stations and networks via M&A deals. Again, all such opportunities will be evaluated through the prism of profitability. At no point will your Company be driven by the desire to be the "biggest network". It will always be driven by the goal of being the "most profitable network", keeping shareholder returns at the centre stage.

The outgoing government kicked off the Phase-3 auction process in April 2014 when it released an ad seeking bids from prospective e-auctioneers. The last date for bidders has been set as 20th June. Media reports and interactions with ministry officials suggest that the auctions could commence by December 2014. With this, the long delay in the launch of the policy will soon come to an end.

Another matter of significance for your Company is the expiry of its current licenses, some of which expire on April 1, 2015. Your Company has been engaged with the ministry and the regulator, TRAI, on this matter, directly and through the industry body, Association of Radio Operators of India (AROI). We are happy to inform you that TRAI has already made recommendations for "renewal" of existing licenses as and when they expire. TRAI has suggested a formula for calculating "migration fees", which broadcasters need to pay to get new 15-year licenses. The ministry has still to take a decision on these recommendations, but we hope there will be no delays in this.

The year gone by has been satisfactory from the core brand and listenership perspective. Your Company''s brand "Mirchi®" remains the foremost brand in the radio space. Your Company''s listenership performance remains strong as ever. As per the last IRS data released (Round 2, 2013), your Company is the leader in 21 of its 32 markets. Your Company''s listenership strengths are endorsed by advertisers, who pay your Company premium pricing across its network. Your Company''s brand and programming strengths are also recognized in the various awards it has won during the year, details of which are provided in the Management Discussion and Analysis Report.

Your Company has worked on developing a "multi- product" revenue strategy over the last several years. Not only does it offer core radio or "FCT" solutions to its clients, it also has strong revenue products in Mirchi Activations, TV properties, Digital (web and mobile), Multi-media solutions, Intellectual Properties and International markets. These products have given your Company competitive strength and the ability to grow faster than the industry.

FY15 is going to be a challenging year, with a lot of hopes pinned on how the economy performs under the new government. If India continues to languish at under 5% GDP growth for another year, the entire media industry will face slowdown pressures. However, if as expected, the economy starts to recover, the entire media industry will benefit. Coupled with the expansion opportunities under Phase-3, we believe your Company is well placed to exploit opportunities that come up in the near future.

5. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Directors

In accordance with the provisions of the Companies Act, 2013 (''the Act''), Mr. Ravindra Dhariwal (DIN: 00003922) and Mr. Vineet Jain (DIN: 00003962) retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment.

The Board of Directors of the Company, at their meeting held on May 23, 2014, approved the change in designation of Mr. Prashant Panday

(DIN: 02747925) from ''Executive Director & Chief Executive Officer'' to ''Managing Director & Chief Executive Officer'' with effect from May 23, 2014. Mr. Panday shall hold the office as ''Managing Director & Chief Executive Officer'' for his remaining tenure i.e. up to June 30, 2016 on the same terms and conditions including remuneration as approved by the members at their meeting held on August 8, 2013. His office is not liable to retire by rotation.

In accordance with the erstwhile provisions of the Companies Act, 1956, Mr. Richard Saldanha (DIN: 00189029), Mr. Ravindra Kulkarni (DIN: 00059367), Mr. A. P. Parigi (DIN: 00087586), Mr. N. Kumar (DIN: 00007848), Mr. B. S. Nagesh (DIN: 00027595) and Ms. Vibha Paul Rishi (DIN: 05180796) were appointed as the directors of the Company. They have been on the Board of the Company as the Independent Non-executive directors pursuant to Clause 49 of the listing agreement. With the enactment of the Act, it is now incumbent upon the Company to appoint ''Independent Directors'' as defined under Section 149(6) of the Act. Mr. Richard Saldanha, Mr. Ravindra Kulkarni, Mr. A. P. Parigi, Mr. N. Kumar, Mr. B. S. Nagesh and Ms. Vibha Paul Rishi, being eligible and offering themselves for appointment, are proposed to be appointed as the Independent Directors (Independent Non-executive Directors) for a term of five consecutive years commencing from August 12, 2014, not liable to retire by rotation. The Company has received six notices in writing from a member along with the requisite deposits under Section 160 of the Act proposing the candidature of these six independent directors and the Board of Directors recommends their appointment. The Company has also received the relevant declarations from Mr. Richard Saldanha, Mr. Ravindra Kulkarni, Mr. A. P. Parigi, Mr. N. Kumar, Mr. B. S. Nagesh and Ms. Vibha Paul Rishi, pursuant to Section 149(7) of the Act, that they meet the criteria of independence as provided under Section 149(6) of Act and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, they fulfill the conditions specified in the Act, rules made thereunder, read with the Clause 49 of the listing agreement as amended, for their appointment as the Independent Directors of the Company and that they are independent of the management.

Brief resume of the Directors proposed to be appointed/ reappointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, have been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors have been furnished in the Report on Corporate Governance.

7. Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. CSR Committee

The Corporate Social Responsibility Committee [CSR Committee] of the Company presently comprises of Mr. Vineet Jain, Mr. B. S. Nagesh, Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Prashant Panday. Brief description of the terms of reference of the CSR Committee has been furnished in the Report on Corporate Governance.

9. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of Mr. N. Kumar, Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. Brief description of the terms of reference of the Nomination and Remuneration Committee has been furnished in the Report on Corporate Governance.

10. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of Mr. Ravindra Dhariwal and Mr. A. P. Parigi. Brief description of the terms of reference of the Stakeholders Relationship Committee has been furnished in the Report on Corporate Governance.

11. Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

12. Auditors

Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants, (registration number- 007567S) the present Statutory Auditors of the Company hold the office until the conclusion of the 15th AGM and have given a notice in writing expressing their inability to be considered for reappointment as Statutory Auditors of the Company.

Pursuant to Sections 115, 140(4) and all other applicable provisions of the Companies Act, 2013, a special notice was received from a member of the Company proposing to appoint S. R. Batliboi & Associates LLP, Chartered Accountants (registration number- 101049W) as the statutory auditors of the Company in place of Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants, (registration number- 007567S) the retiring auditors of the Company.

Subject to the approval by the members at the ensuing AGM, S. R. Batliboi & Associates LLP will hold office from the conclusion of this AGM till the conclusion of the sixth consecutive AGM (with the meeting wherein such appointment has been made being counted as the first meeting), subject to the ratification of the appointment by the members of the Company at every AGM after this AGM, at a remuneration as may be recommended by the Audit Committee and fixed by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit. Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

13. Cost Auditor

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2015. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be such sum not exceeding - 3,75,000 (Rupees three lacs seventy five thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2015.

The Cost Audit Report for the financial year 2012- 13 has been filed on September 24, 2013. The Cost Audit Report for the financial year 2013-14 will be filed on/ before the due date (i.e. within 180 days from the close of the financial year).

14. Conservation of Energy and Technology Absorption

The Company is in the business of FM Radio Broadcasting. Hence, most of the information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable. However the information, as applicable, is given hereunder:

(i) Conservation of Energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

(ii) Technology Absorption:

- Research & Development (R & D): Foray in the Digital Space: The Company is scaling up its digital and mobile presence in a significant way. The Company already has an existence via 9 online radio stations. Many of these feeds are also available on the Mobile app of Gaana. As Value Added Service (VAS), the Company offers 17 radio feeds on a dial-in platform which is available across telecom networks. Because of this expertise, the Company is able to offer marketing solutions to various brands to help them create mobile based content to reach their consumers. - Technology absorption, adaptation and innovation: The Company continues to use technology to augment business, productivity and performance. The Company has implemented its Customer Relationship Management (CRM) tool to measure and improve sales productivity. It has embarked on its next mission to extend this tool to provide business analytics and then onward expand it further to manage predictive analysis.

15. Foreign Exchange Earnings & Outgo

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and services and export plan:

The Company is actively exploring profitable business opportunities in the overseas market.

16. Particulars of Employees

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

17. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report.

19. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

20. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. During the financial year under review, one complaint pertaining to sexual harassment was reported to the Internal Complaints Committee of the Company. After detailed investigation and following due procedure under the applicable law, guidelines and regulations, the said complaint was appropriately dealt with during the financial year under review and appropriate action was taken.

21. Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2014, the applicable accounting standards have been followed and that there are no material departures;

b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting policies 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 for the financial year ended on March 31, 2014 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

d) they have prepared the annual accounts on a going concern basis.

22. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''s wholly owned subsidiary. ABSL recorded a total income of RS. 2,286,393 during FY14. Profit after Tax stood at RS. 1,703,252.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of its subsidiary companies to the Balance Sheet of the Company. Vide General Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular. Accordingly, the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of the Subsidiary Company are not attached to the

Balance Sheet of the Company. Relevant financial information of the Subsidiary Company is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Office. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company. The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the website: www.enil.co.in.

23. Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed and form part of the Annual Report.

24. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Mumbai, May 23, 2014 Chairman

Registered Office:

Entertainment Network

(India) Limited,

CIN: L92140MH1999PLC120516,

4th Floor, A-Wing, Matulya

Centre, Senapati Bapat

Marg, Lower Parel (West),

Mumbai - 400 013.

www.enil.co.in


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting this Fourteenth Annual Report together with the Audited Financial Statements of Entertainment Network (India) Limited [''the Company''/ ''ENIL''/ ''Radio Mirchi''] for the financial year ended March 31, 2013.

1. Financial Highlights

Amount in Rs. Financial Year Financial Year 2012-2013 2011-2012

Income 3,553,609,049 3,129,475,246

Profit before Tax & Exceptional item 894,443,457 797,466,918

Tax expense 217,732,607 232,371,797

Profit after Tax 676,710,850 565,095,121

Profit brought Forward 2,040,176,365 1,475,081,244

Equity 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Proposed dividend (including dividend distribution tax) 55,772,002 Nil

Surplus carried to Balance Sheet 2,661,115,213 2,040,176,365

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs. 3,129,475,246 during the previous year to Rs. 3,553,609,049 during the year under review. Profit after tax was higher at Rs. 676,710,850. The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.00 (Rupee one only) per equity share of Rs. 10/- each for the financial year ended March 31, 2013, aggregating Rs. 557.72 Lacs including Dividend Distribution Tax. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Dividend, if declared at the Annual General Meeting, would be paid/ dispatched on/ after August 9, 2013 and within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as Beneficial Owners as at the end of the business hours on July 31, 2013 in the list of the Beneficial Owners to

be furnished by the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on July 31, 2013, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. Operations

The financial year under review was a challenging one for the entire media industry. The slowdown in the economy, with the GDP growth expected to be 5.5% in CY2012, affected the Indian Advertising industry, as companies affected by the slowdown resorted to cuts in advertising spends to maintain profit margins. The advertising industry reported a growth of an estimated 9% during CY2012. It is important to point out that GDP growth numbers are measured in "real" terms, while advertising growth numbers are indicated in "nominal" terms. This means that the growth in the advertising industry trailed the overall GDP growth rate, something that typically happens under poor economic growth conditions.

The radio industry has turned in a much stronger performance in FY13, compared to the rest of the traditional media segments, growing at an estimated 10% during the year. Your Company has reported even better growth at 12.3%. Your Company''s strategy of developing a multiple products portfolio (which advertisers can use for their marketing activities) has yielded the higher growth. This led to a strong net profit growth as well, at 19.8% to Rs. 67.7 crores. Your Company generated Rs. 100.1 crores of cash flow during FY13. At the end of FY13, your Company had Rs. 322.5 crores of free cash and cash equivalents. Your Company''s revenue market share remained strong at between 33-35% of the private FM industry.

Radio Mirchi continues to enjoy the confidence of its listeners and it remains the clear No. 1 radio brand as per the Indian Readership Survey (IRS)– the only pan-India media research survey which also includes radio listenership. According to the latest IRS survey (Q4 2012), Radio Mirchi has a weekly listenership of 37.5 million. Our listenership is more than 50% higher than that of the nearest competitor brand.

In recognition of the music fraternity''s exceptional creativity, your Company organized yet another edition – the 5th – of the Mirchi Music Award (MMA) this year. The MMAs are now held in all major languages. Apart from the flagship Hindi, MMAs are also held in the 4 South Indian Languages (4th edition of the awards to be held in June 2013) and Bangla (2nd edition completed in FY13). During FY13, for the first time, the awards were held in Marathi as well. The Hindi MMA had the who''s who of the music and film fraternity in attendance. The TVR of the main show, aired on Colors TV, was 2.1, a 60% improvement over last year''s TVR. But what was even more gratifying than the TVR was the support and presence of the entire music fraternity.

Your Company operates one of India''s most popular radio websites. We stream four popular internet radio stations, which are available to a worldwide audience. We also have a strong presence on social networking sites. We have 1 million "fans" on Facebook. This helps us "connect" with online users, get "feedback" on the brand and also "talk" to them about our new plans.

In addition, we also operate a YouTube channel of our own (total views upwards of 2.6 million till date) and a twitter handle (about 16000 followers). Together, Mirchi''s digital footprint spans 2.5 million people across all its platforms.

We are pleased to share that your Company won several awards and recognitions during the year. Radio Mirchi won the Popular Radio Channel of the Year Award at the World Brand Congress 2012. The forum honors the world''s branding & marketing elite at the Global Awards for Brand Excellence. Mirchi won twelve awards at the Excellence in Radio Awards (ERA) at the India Radio Forum (IRF) this year – the most number of awards won by any broadcaster. Our FY 2011-12 Annual Report "Reimagining Radio" won the gold for innovative design and layout at the Midas awards. Midas recognizes the world''s best in financial advertising. Founded in 2001 & based out of New York, the jury includes creative & art directors from all over the world. In less than a year after its launch, Radio Mirchi UAE was voted the best Radio Station in the Popular Choice category at the 5th Annual Masala Awards held in that country. The award demonstrates the power of the Mirchi brand and the loyal audience that it has built there in a short period of time.

The Cabinet approved the Phase 3 expansion policy in May 2013, the biggest growth opportunity for the private FM radio sector. Auctions for new licenses and new cities are expected to commence before the end of FY14. New stations should be operational within a year from the auctions getting completed. For your Company, expanding nationally and within the big cities is a priority. The salient features of the Phase 3 policy have been discussed in the Management Discussion and Analysis report.

5. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Directors

Mr. Nagesh Satyanarayan Basavanhalli (Mr. B. S. Nagesh) and Ms. Vibha Paul Rishi were appointed as additional directors (Independent Non-Executive Directors) by the Board of Directors

with effect from August 14, 2012 pursuant to the provisions of Section 260 of the Companies Act, 1956. They hold their office up to the date of the forthcoming Annual General Meeting and being eligible, offer themselves for appointment. Pursuant to the provisions of Section 257 of the Companies Act, 1956, notices in writing have been received from a member proposing them as Directors of the Company.

Mr. Amba Preetham Parigi (Mr. A. P. Parigi) was holding the office of ''Managing Director'' on the board of the Company up to September 30, 2009. He was appointed as the Non- executive Director on the Board with effect from October 1, 2009. Clause 49 (I)(A)(iii) of the listing agreement contains the definition of ''independent director''. Based on the declaration received from Mr. Parigi confirming his independent directorship as per the Clause 49 (I)(A)(iii) of the listing agreement, the Board of Directors considered him as an independent director with effect from April 1, 2013.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Amba Preetham Parigi (Mr. A. P. Parigi) and Mr. Narayanan Kumar (Mr. N. Kumar) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Annexure to the Notice forming part of the Annual Report.

7. Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. Auditors

Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants (Firm Registration Number 007567S), the Statutory Auditors of the Company retire at the conclusion of the Fourteenth Annual General Meeting and have confirmed their eligibility and willingness to accept office, if appointed.

Members are requested to appoint Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants, as the Statutory Auditors of the Company for the period commencing from the conclusion of the Fourteenth Annual General Meeting until the conclusion of the Fifteenth Annual General Meeting and to fix their remuneration.

9. Cost Auditor

The Company is required to comply with the relevant provisions of the Cost Accounting Records (Telecommunication Industry) Rules 2011, dated December 7, 2011. The Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants as the Cost Auditor for the financial years 2012-2013 and 2013-2014 pursuant to the provisions of Section 233B and other applicable provisions of the Companies Act, 1956 read with the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs for audit of cost records/ cost accounts. The Cost Audit Report for the financial year 2012-13 will be filed on/ before the due date (i.e. within 180 days from the close of the financial year).

10. Buy-Back of Shares

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

11. Conservation of Energy and Technology Absorption

The Company is in the business of FM Radio Broadcasting. Hence, most of the information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable.

However the information, as applicable, is given hereunder:

(i) Conservation of Energy:

The operations of the Company are not energy intensive. Nevertheless, continuous

efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

(ii) Technology Absorption:

The Company continues to use technology to augment business, productivity and performance. The Company is currently expanding and improving the scope of Sales Automation through CRM (Customer Relationship Management) to increase adoption and sales productivity.

(iii) Research & Development:

The Company is scaling up its digital and mobile presence in a significant way. The Company already streams 4 music feeds through Gaana.com platform. In mobile space, the Company offers 17 radio feeds on a dial-in IVR platform which is available across telecom networks.

12. Foreign Exchange Earnings & Outgo

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and services and export plan:

The Company is actively exploring profitable business opportunities in the overseas market.

(ii) Total foreign exchange earned and used: Amount in Rs.

Financial Year Financial Year 2012-2013 2011-2012

Foreign exchange earnings 37,468,375 13,164,105

Foreign exchange outgo 8,266,554 8,122,585

13. Particulars of Employees

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

14. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

15. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

16. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of the Annual Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance. Observation of the Practicing Company Secretary in the aforesaid Certificate has been adequately dealt with in the report on Corporate Governance, which forms part of the Annual Report.

17. Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting

policies 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 for the financial year ended on March 31, 2013 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

(iv) they have prepared the annual accounts on a going concern basis.

18. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''s wholly owned subsidiary. ABSL recorded a total income of Rs. 2.3 crores during FY13. Profit after Tax stood at Rs. 0.6 crores.

The Board of Directors of the Company, at their meeting held on August 13, 2012, approved the purchase of ABSL''s Intellectual Property Rights Events Business (''IPR Business'') as a going concern. The slump sale of the IPR Business by ABSL to the Company was effected through a Business Transfer Agreement (''BTA''). The transfer was effective from July 1, 2012.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of its subsidiary companies to the Balance Sheet of the Company. Vide General Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular. Accordingly, the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of the Subsidiary Company are not attached to the Balance Sheet of the Company.

Relevant financial information of the Subsidiary Company is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Office. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary company.

19. Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed and form part of the Annual Report.

20. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

Mumbai, May 17, 2013

Registered Office:

4th Floor, A-Wing,

Matulya Centre,

Senapati Bapat Marg,

Lower Parel

(West), Mumbai - 400 013.


Mar 31, 2012

The Directors have pleasure in presenting this Thirteenth Annual Report together with the Audited Accounts of the Company "ENIL"] for the financial year ended March 31, 2012.

I. Financial Highlights

Amount in Rs

Financial Year Financial Year

2011-2012 2010-2011

Income 3,129,475,246 2,846,848,316

Profit before Tax & Exceptional item 797,466,918 609,734,330

Profit on sale of Long Term Investment - 126,848,239

Tax expense 232,371,797 214,493,272

Profit after Tax 565,095,121 522,089,297

Profit brought Forward 1,475,081,244 952,991,947

Equity 476,704,150 476,704,150

Transfer to General Reserve - -

Surplus carried to Balance Sheet 2,040,176,365 1,475,081,244

1. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs 2,846,848,316 during the previous year to Rs 3,129,475,246 during the year under review. Profit after tax was higher at Rs 565,095,121. The performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report: '

2. Operations

The year has been a challenging one for the media industry. The slowdown in the economy with the GDP growth at 6.1% in the 3rd quarter of FY12 and the uncertainty about any recovery happening soon has lead to advertisers curtailing or deferring ad spends. This has impacted your Company as well. ENIL's total income grew by a modest 9.9% this year to Rs 312.9 crs. Your Company's EBITDA grew by 17,3% and crossed the Rs 112.2 crs. milestone for the first time. Your Company's net profit stood atRs 56.5 crs., a growth of 43.0% (without exceptional items). In these trying times, your Company has maintained its revenue market share amongst private broadcasters at 33-35%.

The challenging conditions motivated your Company to focus on developing more innovative sales propositions and go-to market solutions for the advertisers. Your Company significantly ease us in union building so as to keep the listenership lead intact. Your Company has maintained its leadership in listenership this year as well. ENIL remained the number one brand in each of the quarterly IRS reports of the year. It also showed strong results in research conducted by RAM (Radio Audience Measurement).

You will be happy to know that your Company was recognized by FICCI, for the third continuous year, as the most successful radio company of the year. The strength of the Radio Mirchi brand and the prowess of its programming and marketing teams were also recognized at the Excellence in Radio Advertising (ERA) awards function at this year's India Radio Forum (IRF), where ENIL received the maximum number of awards. Your Company also received several other awards during the year, in recognition of its strong performance.

During the year, your Company entered the UAE through a tie-up with the Abu Dhabi Media Company (ADMC). Radio Mirchi can now be heard in Dubai, Al Ain, Abu Dhabi and the other emirates in the UAE. The initial reports from the UAE are very encouraging. As always, we are committed to providing the best entertainment to our listeners, wherever they are present.

Your Company made progress on the Digital side of the business also. As you know, the internet is fast expanding its presence in India with more than 120 million Indians using it for emails, social networking, e-commerce, entertainment, etc. This number is expected to grow to more than 300 million in the next 2-3 years. Keeping this in mind, your Company has made Digital very much a part of its overall programming and business strategy. Your Company launched two internet radio stations - Purani Jeans and Meethi Mirchi. You may access them on www.radiomirchi.com. Your Company also expanded the Mirchi Mobile service by adding a Bhojpuri radio feed created especially for the mobile platform.

Your Company continued its support to and appreciation of the highly creative music fraternity this year also. This year, we had , an even bigger Hindi Mirchi Music Awards (MMA) function. In its 4th year, the awards saw even higher participation from the music fraternity. We feel proud that through these awards, your Company is giving the artists the true respect they deserve. We extended this reverence to the music fraternity in the four southern states two years back. This year, we launched the first edition of the Bangla Mirchi Music Awards.

Your Company is confident about the future. This confidence comes from recognizing the challenges that lie ahead, identifying the continuous changes in listener tastes and remaining sensitive to advertisers' needs. This confidence comes from constantly directing our efforts and resources towards creating a stronger, digitally robust and continuously innovating brand.

After getting unexpectedly delayed in FY12, we are hopeful that the Phase 3 policy will move ahead in FY13 with the auctioning process expected to begin in FY13. Phase 3 is an exciting opportunity for your Company to grow. The management has prepared detailed plans for participation in the auctions and the Directors of your Company are guiding management in the making of these plans.

4. Divided

In order to conserve the resources for future growth, your Directors do not recommend any dividend for the financial year 2011-2012.

5. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Director!'

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Vineet Jain and Mr. Ravindra Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Annexure to the Notice forming part of the Annual Report.

7. Audit Committee

The Audit Committee of the Company presently comprises Mr. N. Kumar (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. Auditors

Messrs Price Waterhouse & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the Thirteenth Annual General Meeting and have confirmed their eligibility and willingness to accept office, if appointed. '

Members are requested to appoint Messrs Price Waterhouse & Co.', Chartered Accountants, as the Statutory Auditors of the Company for the period commencing from the conclusion of the Thirteenth Annual General Meeting until the conclusion of the Fourteenth Annual General Meeting and to fix their remuneration.

9. Cost Auditor

The Company is required to comply with the relevant provisions of the Cost Accounting Records (Telecommunication Industry) Rules 2011, notified on December 7, 2011. Effective date of implementation of the aforesaid Rules is April 1, 2012. The Company is in the process of appointing the Cost Auditor as per the General Circular No. 15/ 2011 dated April 11, 2011 issued by the Ministry of Corporate Affairs, Cost Audit Branch, read with the Companies (Cost Audit Report) Rules, 2011 for cost audit of the cost records. The cost audit requirements of the cost records of the Company will be applicable from the financial year 2012-2013 onwards.

10. Buy-Back of Shares

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

11. Conservation of Energy cl Technology Absorption

The Company is in the business of FM Radio Broadcasting. Hence, most of the information required to be provided under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable.

However the information, as applicable, is given hereunder:

(i) Conservation of Energy:

The operations of the Company are not energy intensive.

Nevertheless, continuous efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

(ii) Technology Absorption:

Whenever there is requirement, the Company evaluates the best technology available globally for improving the ' productivity and quality of its operations.

The Company is currently implementing Customer

- Relationship Management (CRM) by leveraging the existing SAP landscape to improve process control and sales efficiency. This will not only help the current 32 radio stations, but will also aid the future expansion.

(iii) Research & Development:

The Company is scaling up its digital and mobile presence in a significant way. The Company already streams 2 music feeds through Gaana.com platform. In mobile space, the Company offers 15 radio feeds on a dial-in IVR platform . which is available across telecom networks. .

12. Foreign:

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and . services and export plan:

The Company is actively exploring profitable business opportunities in the overseas market.

(ii) -Total foreign exchange earned and used:

Amount in Rs

Financial Yieal Financial Year 2011-2012 2010-2011

Foreign exchange earnings 13,164,105 -

Foreign exchange outgo 8,122,585 7,454,160

13. Particulars of Employ

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1) (b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

14. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

15. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

16 Corporate Government

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of the Annual Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance. Observation of the

Practicing Company Secretary in the aforesaid Certificate has been adequately dealt with in the report on Corporate Governance, which forms part of the Annual Report.

17. Directors' Responsibility Statement:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting policies 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 for the financial year ended on March 31, 2012 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

(iv) they have prepared the annual accounts on a going concern basis.

18. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is engaged in the business of events. ABSL classifies events into two types- ' Managed Events in which ABSL manages its clients' events on their behalf and IPR (Intellectual Property Rights) events in which ABSL builds its own event brands.

During the year, ABSL decided not to carry out Managed Events on account of poor margins and excessive competition from the unorganized sector. Consequently, the results of this year are not comparable with those of the previous years. The total income recorded by ABSL during FY12 was Rs 11.2 crs. with an EBITDA loss of Rs 0.3 crs. ABSL ensured that its receivables position was handled satisfactorily.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of its subsidiary companies to the Balance Sheet of the Company. Vide General Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular. Accordingly, the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of the Subsidiary Company are not attached to the Balance Sheet of the Company.

Relevant financial information of the Subsidiary Company is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Office. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

19. Consolidated Financial r: lnaccordancewiththeAccountingStandard21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed and form part of the Annual Report.

20, Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

Vineet Jain

Mumbai, May 25, 2012 Chairman

Registered Office:

4th Floor, 'A' Wing, Matulya Centre,

Senapati Bapat Marg,

Lower Parel (West),

Mumbai-400 013.

 
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