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11

Future. Ready.Entertainment Network (India) Limited

Annual Report 2010-11

2

We are no morejust 98.3 FM

We are also

www.radiomirchi.com

www.facebook.com/mirchi983fm

www.youtube.com/mirchi983fm

www.twitter.com/mirchi983fm

Mirchi Mobile 59830

http://www.ENIL/Annual Report 2010-11

We fully realize that evolution in media habits of consumers and their increasing

adoption of online space will be the game changer for media companies in the near

future and we are busy preparing for such a digital world. The digital journey that

Radio Mirchi has started is with an objective of becoming known as a ‘community

centric’ company rather than just as an FM broadcaster. The efforts in the Online space

and on the mobile are designed to reach out to our consumers on platforms and

places where they naturally congregate - if they are on social media, we are now

actively engaging with them in that space ; if they are spending more of their time

on-line, we are strengthening our website activities to engage with them. If they want

content “on demand”, we are repurposing our content that way; If our consumers

are spending more time on consuming entertainment on their mobile handsets, then

we are making our content reach them on their mobile phones.

While we have barely begun our journey, we are scaling up fairly rapidly; we now

reach 5% of all our listeners online through our online initiatives, and plan to triple our

reach within the next one year. We already reach more listeners on the Mirchi Mobile

platform with our offerings than through many of terrestrial radio stations. We are

creating content like Mirchi Bhojpuri that can only be consumed on the mobile. There

are many more such innovations in the pipeline which we will roll out soon.

Our digital strategy is driven by ideas and emanates from a philosophy – one good

idea is better than a thousand strategies. We are learning as we go along, and we are

maturing really fast as a digitally savvy company.


Getting Future Ready

2

Contents


04

Digital Initiatives

08

Music Initiatives

13

Phase III

14

Awards &Recognition

16

ED’s Message

18

Company Snapshot

19

Financial Highlights

20

Board of Directors

25

Notice

31

Directors’ Report

36

Report on Corporate

Governance

53

ManagementDiscussion &

Analysis

3

Contents


63

Auditors’ Report

66

Balance Sheet

67

Profit & LossAccount

68

Cash FlowStatement

69

Schedules

90

Statement pursuantto Section 212 ofCompanies Act

91

Auditors’ Report onConsolidated

Financial Statement

92

ConsolidatedBalance Sheet

93

ConsolidatedProfit & Loss

Account

94

ConsolidatedCash FlowStatement

95

Schedules ofConsolidated

Financial Statement

4

Digital Initiatives

Mirchi goes

virtual with

Bollywood

The virtual world is constantly

evolving and Radio Mirchi

realises the importance of

keeping up. Today’s youth is

aptly called the Twitter and

Facebook generation and

Radio Mirchi believes it is

important to reach out and

connect with them where it

matters the most. Since our

listeners love movies and

movie songs, we have always

brought those to our listeners.

Now we are bringing our

audience one step closer with

a far more engaging presence

online.

This year, before the release of

two major independent movies

– ‘Dhobhi Ghaat’ and ‘Isi Life

Mein’ our audience connected

with the movies through us on

Facebook.

'Dhobhi Ghat' celebrated the

visual landscape of Mumbai.

Similarly our campaign pushed

participants to capture the

spirit of their city. It was a

competition where fans had to

upload an inspiring picture

from their city onto the Radio

Mirchi page. Consequently

lucky winners got to meet

Aamir Khan. This campaign

was hugely successful with a

Facebook reach of


DIGITAL &

BOLLYWOOD

5

Digital Initiatives

approximately 2,00,000 and

interaction of around 3000

wall posts. Similarly with ‘Isi

Life Mein’ we gave listeners the

unique opportunity to turn

their lyrics into a song. The

most interesting lyrics were

sung by the film’s composers,

Meet Brothers at the Mirchi

studio. We even converted the

song into videos and uploaded

those on our customized

YouTube channel. The

response – we received close to

100 entries in less than 2 days.

The innovative quotient of

Mirchi took another high with

the movie No One Killed

Jessica. The listeners were able

to connect with Bollywood

stars Vidya Balan and Rani

Mukherjee through video on

Facebook.

The listeners posted questions

on the Radio Mirchi Facebook

page and received instant

replies from the stars in video

format.

Mirchi Facebook users got a

chance to win exclusive

autographed Radio Mirchi

merchandise from the stars of

Yamla Pagla Deewana.

This virtual presence provided

us with exceptional results and

a greater audience connect.

Our digital initiatives have

created a template for us to

take forward the presence of

Radio Mirchi on the digital

space. By investing in people,

and by being ahead of the

curve in terms of technology

adoption, we are ensuring that

Radio Mirchi is indeed Future

Ready.


DIGITAL &

BOLLYWOOD

6

Mirchi reinvents

the humble

radio

It’s true when they say Music

crosses all boundaries and brings

people together. At Radio

Mirchi, we are committed to two

things, our listeners and the

music gurus. In our efforts to

bring the best to our audience

we have used technology to stay

a step ahead.

Partnering with Spice Digital, we

introduced a path breaking

technology that allows mobile

users to tune into their favourite

local Mirchi station from

anywhere in India. This means

that a person sitting in Mumbai

can listen to Radio Mirchi Patna

on his or her mobile phone by

simply dialling a local number.

‘Mirchi Mobile’ is a unique

proposition that addresses the

need of our listeners to stay

connected to their hometowns,

providing entertainment in the

language of their choice along

with constant updates on their

city happenings. Not limited by

any handset, it allows Airtel,

Reliance and BSNL users to

follow their favourite local

station from anywhere in India.

The Mirchi Mobile service has

generated a very encouraging

following already. Many in the

mobile VAS industry say that this

has been one of the most

successful VAS applications

launched in the recent past.

The innovation has received loud

praise recently at the 6th India

Radio Forum where it was

awarded with the top award on

‘Excellence in new media

initiative’. The industry

recognised the inventive fibre of

Radio Mirchi and its abilities to

adopt new technologies to make

the brand reach out to its

listeners through various means.

This invention has created a

brand new category in the

mobile Value Added Services

space and shown yet again to

the world why we are Number 1

in the business. It is a testimony

to our approach and the zeal

with which we pursue excellence

– being Future Ready.

Digital Initiatives


MIRCHIMOBILE

7

‘Sud’ lights

up Facebook

Our enthusiasm to leverage new

media and the Internet led us to

create an ‘audio book’ on a

Mirchi page on the most popular

social networking site globally,

Facebook. We used one of our

On-Air properties, ‘Sud’, an

immensely popular character

who has been entertaining

listeners on Radio Mirchi with his

hilarious jokes from his book

‘Hansi Ke Phuware’ delivered in

his own unique style. But for the

first time he could do this on

Facebook.

For six hours Sud entertained

people in a first-of-its-kind digital

marketing initiative launched by

Radio Mirchi. The session was

unique because rather than

giving just regular ‘written status

updates’, Sud was responding to

his fans and their questions

through ‘audio updates’. Radio

Mirchi thus adapted Sud to

Facebook by creating audio

updates, bringing to the fore

Sud’s key features, his voice and

his earthy wit.

The response we got was

overwhelming; each update by

Sud was followed by over

20,000 people. Sud’s listeners

and followers had a lot of

questions for him; each of which

he answered in his own

inimitable way. People shared

their jokes with Sud, and one

lucky fan even had his joke

selected and read out by Sud as

an audio update. Sud also

composed and sang a farewell

song on Facebook for his fans.

The posts indicated everyone was

having a lot of fun.

There were even requests for

copies of ‘Hansi Ke Phuware’,

the book of jokes that Sud reads

from, which does not exist

except on-air on Radio Mirchi

and on our website

www.radiomirchi.com. The

activity got a strong and positive

response and gave our fans a

new platform to connect with

the brand.

Digital Initiatives


AUDIO BOOKON

FACEBOOK

8

Music Initiatives

If it’s fresh,

it's Mirchi

Radio Mirchi which has always

stood for fresh ideas, reached

another milestone by introducing

‘Mirchi Music Premiere’ A step

that brought in the concept of

‘on-air launches’ and unveiled

the music of many hit movies.

Among the popular films that

premiered their music this year

was Prakash Jha’s much awaited

multi starrer ‘Raajneeti’ that was

launched on ‘Hi Mumbai!’

Unveiling the songs, were none

other than the film’s charismatic

lead pair, Ranbir Kapoor and

Katrina Kaif along with director

Prakash Jha and music composer

Pritam and Aadesh Shrivastava.

The vibrant team entertained the

listeners by reminiscing about

the movie and sharing

interesting trivia and memories

from the shoot.

Suneil Shetty also went on

‘Sunset Samosa’ for the Mirchi

Music Premiere of his movie ‘Red


MIRCHI MUSIC

PREMIERE

9

Music Initiatives

Alert: The War Within’. The cast

of ‘Turning 30!!!’ too, went live

on the show to launch their

soundtrack. Gul Panag and

Purab Kohli, accompanied by

debutante director Alankrita

Shrivastava were present in the

studio. Another star studded

affair that Mirchi hosted was the

Music Premier of the movie

‘Patiala House’. The gorgeous

lead pair of Akshay Kumar and

Anushka Sharma along with

director Nikhil Advani and music

composer trio – Shankar, Ehsaan

and Loy chatted with Mirchi RJs

and listeners while unveiling the

music on air. Apart from these,

many other movies like ‘Teen

Thay Bhai’, ‘Kites’, ‘Tera Kya

Hoga Johnny’ etc. also had their

Music Premiers on

Mirchi.

It is innovations like

Mirchi Music

Premiere that have

distinguished Radio

Mirchi from the

rest. Premier, a

word that till date

was associated with

movies has been

successfully

transferred to radio and to

music; all by leveraging the

innovative spirit of the team at

Mirchi. Mirchi has constantly

endeavoured to introduce novel

concepts for its listeners and this

fresh and creative perspective is

what has established the station

at the very top. Music is thus a

core requirement for us to

remain Future Ready.


MIRCHI MUSIC

PREMIERE

10

Music Initiatives

“Inform, Engageand Converse”,

the mantrabehind this

year’s MirchiMusic Awards

One of Radio Mirchi’s most

awaited events is the Mirchi

Music Awards (MMA). It is a

unique function that is

dedicated to commemorate the

outstanding artists of the Indian

music industry. These awards

reinforce Radio Mirchi’s passion

and devotion to music. A key

facet of this event is the

‘Listeners’ Choice Awards’

which allows Radio Mirchi

listeners to vote for their

favorite album and song of the

year. This year Radio Mirchi

decided to come up with a

social media campaign that

would promote the awards on

the Internet.

The core idea of the campaign

was ‘Inform, Engage and

Converse about MMA’. We

wanted to build a sense of


MIRCHI MUSICAWARDS

11

Music Initiatives

anticipation about the final

result, create buzz online

about prospective winners

and get people talking about

the winners. Rarely before

had social media been used

in such a massive way for an

on-ground event in India.

The process began a month

earlier with special videos

seeded online. Ranging from

jury commentaries to public

opinions, these were used as

platforms to generate

conversation around MMA

across all

online

music

forums.

On

Facebook

we

launched a

special

application

though

which our fans could vote for

their favorite artist and become

part of the awards in their own

way. This was accompanied with

regular updates and a video

sharing contest to support the

campaign and engage fans. On

the final day live tweeting from

the event on Twitter along with

videos being shared on YouTube

kept our audience informed.

Having our presence in all the

popular online channels not only

gave our event huge exposure


MIRCHI MUSICAWARDS

12

Music Initiatives

but also provided our fans with

a comprehensive and holistic

experience.

The success of our campaign

could be measured in the

response that was generated.

We received 4,00,000

impressions through our

Facebook videos and connected

to approximately 3,00,000 fans

by way of our application. With

a Twitter reach of around

1,25,000 and 42,000 YouTube

views in less than two weeks,

MMA succeeded in being the

talk of the town. Radio Mirchi

proved once again that it is

Future Ready.


MIRCHI MUSICAWARDS

13


While the digital platform

remains the one to watch out

for in the future, the present

FM platform that Mirchi is the

leader in, offers ever growing

growth prospects. FM radio

makes Radio Mirchi what it is

today and brings in almost all

the revenues and profits for the

company.

The soon-to-be-announced

third phase of radio licensing is

likely to make radio reach its

full potential in India a reality.

This phase will engender the

growth of private radio from

the current 86 towns to 313

towns with upto 839 radio

stations operating across the

country.

It will also permit news in a

limited manner and

importantly, permit

broadcasters to operate

multiple frequencies in each

major city – thus allowing for

more variety in radio formats to

be offered by broadcasters.

There are many other attractive

features of the policy – more of

that is discussed in the

Management Discussion pages

in this report.

Radio Mirchi has been ready

for Phase III for long. It has

already assembled a special

team headed by the Chief

Strategy Officer of the

company and is closely

examining the opportunities

that Phase III can bring and is

already running some highly

specialized econometric models

to estimate market sizes. Our

vision and our objective is to

remain India’s most loved,

most profitable and biggest-in-

revenues radio entity. Our

Phase III strategy will make sure

that we remain Future Ready.

Phase III Opportunities

14

Awards & Recognition

Sailing through

the awards

Radio Mirchi has always

believed in delivering fresh and

new content to the audience.

Our initiatives have not only

been popular but have also

garnered respect and

acknowledgement from the

industry. ‘Mirchi Mobile’ our

pioneering innovation was a

big success both from a brand

and commercial stand point

and was also awarded the

‘Best new media initiative

award’ at the India Radio

Forum Awards 2011. By

constantly being ahead of the

game, Radio Mirchi has made

a mark in the radio space.

FICCI awarded Radio Mirchi at

the FICCI Frames Excellence

Awards 2011. The awards

celebrated excellence across 4

major areas namely, music,

radio, television and cinema;

Mirchi was awarded the Most

Successful Radio Channel of

the Year. At the IRF awards

too, we received numerous

awards for our various shows

and RJs.

If this isn’t testimony enough

of the innovative spirit of

Mirchi, the IRS and RAM data

will put all doubts to rest.

According to the recently

released Indian Readership

Survey (IRS) Q4 2010, the

station enjoys a listenership of

over 41.2 million listeners (last

week recall). Topping the

charts in 8 key cities, our

listenership is almost twice the

size of the next brand. The fact

that our listenership is almost

equal to the Average Issue

Readership (AIR) of the top 3

newspapers in India proves

that Radio Mirchi has not only


15

Awards & Recognition

understood the pulse of the

listener but also got the

dynamics of the private FM

industry right. Our dominance

showcases our enviable

repertoire of talents, our

excellence at pioneering exciting

programmes and our

commitment to be tech savvy

whilst keeping music at the core.

When it comes to listenership

numbers and the listener’s vote

of confidence, Mirchi is truly

Future Ready!


16

ED’s Message

It’s been ten years since the first

private FM radio station came

up in India. Radio Mirchi’s first

station is also almost ten years

old with Indore set to achieve

that lucky milestone in October

2011. When I look back at the

last ten years, I feel blessed to

have had the chance to be part

of this amazing revolution that

has swept the country since its

launch.

Ten years back, radio was in the

throes of a slow death. In a

world dominated by hundreds

of TV channels and thousands of

newspaper titles and editions, it

appeared that radio had no

chance. And then came what is

called the 1st phase of radio

reforms in the year 2000. Radio

Mirchi was born in this phase

with the first station at Indore

coming up in Oct 2001. By May

2003, there were 7 Radio Mirchi

stations operating in the four

big metros – Mumbai, Delhi,

Kolkata and Chennai – as well as

in the three other most

important cities of the West –

Ahmedabad, Pune and Indore.

Those were trying days –with

the license fee charged by the

government at an unbearably

high level. As a result, all

broadcasters bled. Indeed, the

revolution that had made a

tentative start in 2001, appeared

to be fizzling out. Then in the

year 2005, the Government of

India made a bold move

launching what is called the

2nd phase of reforms. The

license fee regime changed and

became a combination of One

Time Entry Fee (OTEF) and a

much smaller annual license fee

of 4% of Gross Revenues. As

part of this phase, 338

frequencies were auctioned by

the government in nearly 90+

towns. As a proof of the

success of this policy, today

there are 246 operating radio

stations in 86 odd towns across

the country. Thankfully, the

revolution didn’t die; in fact, it

became stronger. What had

been called a dead business just

a decade back had been revived

by the collective efforts of the

Government and all the

broadcasters who worked

tirelessly in bringing this

exciting medium back into the

lives of the people of India.

Today, as we end the year

FY11, those beginning years

look very far away. Today, radio

has become a mainstream

media vertical – rubbing

shoulders with TV, Print,

Outdoors and the Internet.

Radio is part of almost all

national advertising plans and is

gaining traction amongst its

core segment – the local

advertisers. The share of radio

A decade of private FM......places your Company at the top!

PRAShAnt PAnDAyExecutive Director and CEO, ENIL


17

ED’s Message

in the advertising spends of the

country has also risen from

under 1% ten years back to

nearly 4.5-5% today. There are

more than 163 million radio

listeners in the 86 odd towns

that it is present in. Now, with

the 3rd phase of reforms about

to be announced by the

government, radio will penetrate

further with a presence upto

313 towns. Every single town

with a population of more than

1 lac people will boast of its own

private FM stations. The number

of listeners is bound to surge. I

feel confident to say now that

this modest medium has indeed

come of age!

Your Company delivered good

results in FY11. Revenues

increased by 21% over a year

ago to Rs 280 crores. EBITDA

margins surged 53% to reach Rs

91 crores. The PAT numbers

grew handsomely to Rs 52 crores

– a jump of 192% over the

previous year and the highest

ever. We sometimes forget that

the economic slowdown

continued well into the first few

months of FY11....and yet your

company was able to deliver

such solid results. This is

testimony to the strength of

both, the brand Mirchi, and the

team that manages your

Company. I am particularly

proud of the latter.....because it

is the latter that has built the

former.

Going forward, your Company is

well placed to capture the

opportunities offered by the 3rd

phase of radio reforms. From our

interactions with the

Government, it appears that this

policy would be announced in

the first quarter next year. Your

Company has planned for this

since long. As part of this

planning, your Company sold its

entire stake in Times Innovative

Media Ltd. (engaged in out of

home business) in December

2010, bringing in the cash that

would be needed in Phase III.

The sustained profitability of

your Company has made sure

that we have a cash pile of Rs

109 crores on March 31, 2011.

Your Company is debt free and

can leverage if required for

auctions in the 3rd phase. I must

add that while we will

participate strongly in the 3rd

phase, we will remain cautious

not to overbid in the auction

process. We believe that radio

should be built on strong cost

management and there is no

point in building the largest

network if that network cannot

be profitable. Your Company will

always keep profitability in its

cross hairs even as it expands

rapidly.

With the economic slowdown

now coming to an end, your

Company is well placed to build

on its successes of the past. That

is a commitment that I and my

entire management team would

like to give to you, the owners of

this Company. Here’s to another

glorious year ahead!


18

Company Snapshot

Meet EnIL(Company Snapshot)

Entertainment Network (India)

Limited is a leader in India’s

private FM radio industry and

subsidiary of Times Infotainment

Media Limited, the holding

company promoted by Bennett,

Coleman & Company Limited

(BCCL), the flagship of The Times

of India Group.

ENIL was incorporated in 1999

and is listed on the Bombay

Stock Exchange of India Limited

and the National Stock Exchange

of India Limited.

Its market capitalisation was Rs

1200 cr as on 31 March 2011.

Radio Mirchi operates FM radio

stations in 32 cities – Mumbai,

Delhi, Kolkata, Chennai, Indore,

Ahmedabad, Pune, Hyderabad,

Bangalore, Jaipur, Patna,

Jalandhar, Panaji (Goa),

Vadodara, Bhopal, Kanpur,

Rajkot, Nashik, Varanasi,

Aurangabad, Lucknow, Surat,

Kolhapur, Madurai, Nagpur,

Vishakhapatnam, Coimbatore,

Mangalore, Vijayawada, Raipur,

Thiruvananthapuram and

Jabalpur.

Radio Mirchi enjoys a

listenership of 41.2 million (as

per IRS Q4, 2010, last week

recall) and was voted the

number one media brand in the

IMRB–Pitch survey 2008 and was

awarded the most successful

radio channel of the year award

at the FICCI Frames 2010 &

2011.

1. Radio broadcasting

Operations under the brand

'Radio Mirchi'.

No. 1 Radio brand in the FM

space.

Network across 15 states with

32 stations.

41.2 million listeners across all

its stations.

2. Experiential marketing

Operations under the

subsidiary Alternate Brand

Solutions (India) Limited (ABSL).

Operating under the brand

360o.

Manages its own event brands

like Spell Bee, Gadget Awards,

Design Warz and Teen Diva.


t

19

Financial highlights (Consolidated)

(Rs. In Lakhs)

PARtICULARS 2010-11 2009-10 2008-09

Results of Operations

Total Income 46,512.47 42,353.81 43,048.44

Earnings before Interest, Taxes, Depreciation and 10,319.26 4,519.70 (613.28)

Amortisation (EBITDA) & Exceptional Item

Depreciation 4,225.58 5,256.00 5,255.70

Interest 224.56 1211.79 1444.03

Profit/(Loss) before Tax 5,869.12 (1,948.09) (7,313.01)

Exceptional Item (1,776.48) - -

Net Profit / (Loss) 1,717.45 (1,532.14) (6,028.63)

Financial Position

Equity Share Capital 4,767.04 4,767.04 4,767.04

Reserves and Surplus 33,466.74 31,749.29 33,281.44

Networth 38,233.78 36,516.33 38,048.48

Minority Interest - 1,341.29 1,987.13

Investments 8,734.04 165.00 –

Gross Block 36,832.13 45,005.59 43,915.52

Net Block (including Capital Work-in-Progress) 18,144.48 27,172.52 31,822.78

Net Current Assets 12,240.61 15,573.18 22,097.68

Stock Information

No. of shares 47,670,415 47,670.415 47,670.415

Earnings per share (Basic) (In Rs.) 3.60 (3.21) (12.65)

Earnings per share (Diluted) (In Rs.) 3.60 (3.21) (12.65)

total Income

2010-11

2009-10

2008-09

46,512.47

42,353.81

43,048.44

EBItDA

2010-11

2009-10

2008-09

10,319.26

4,519.70

(613.28)

net Profit / (Loss)

2010-11

2009-10

2008-09

1,717.45

(1,532.14)

(6,028.63)


20

Board of Directors

A trustee and board member of several

organizations, Mr. Vineet Jain – Chairman & Non

Executive Director (ENIL) holds a Bachelor’s degree

(B.Sc.) in International Business Administration in

Marketing from Switzerland.

As the Managing Director of Bennett, Coleman &

Co. Ltd., Mr. Jain is acknowledged as a thought

leader in transforming The Times Group from a

publishing house to a diversified media

conglomerate. He has made a significant

difference to the landscape of the new age media

in India. His leadership in the domain of Internet,

Radio and Out of Home has added a new impetus

to the categories.

He is on the managing committees of

philanthropic organizations viz. The Times

Foundation, The Times of India Relief Fund and

the S.P. Jain Foundation.

Mr. Jain is also the Chairman of The Press Trust of

India Ltd.

Mr. Vineet Jain,Chairman &

Non-Executive Director

Mr. n. Kumar, Independent


Mr. Ravindra Dhariwal, Non-Executive Director

Mr. N. Kumar, an Engineering Graduate in

Electronics and Communication, is the Vice-

Chairman of The Sanmar Group, a well known

industrial group in India that has interests in

Chemicals, Engineering and Shipping. He is the

Honorary Consul General of Greece in Chennai.

Mr. Kumar is an active spokesperson of industry

and trade and was the President of Confederation

of Indian Industry (CII), a leading industrial body.

He also participates in various other apex bodies.

He is also on the Board of several public limited

companies. Mr. Kumar carries with him vast

experience in the sphere of Technology,

Management and Finance.

Mr. Ravindra Dhariwal is the Executive Director and


21

Board of Directors

Mr. RavindraKulkarni, Independent


Mr. A. P. Parigi, Non-Executive Director

CEO, Bennett, Coleman & Co. Ltd. Prior to this

Mr. Dhariwal was the Vice President, Franchise, SE

Asia, PepsiCo International.

During his illustrious career, he has held various

positions at companies like Hindustan Lever

Limited, Rexona Prop. Limited - Sydney, Pepsi Foods

Industries and PepsiCo International. He holds a B.

Tech degree from IIT Kanpur and a post graduate

diploma in management from IIM, Calcutta.

Mr. Ravindra Kulkarni holds a Masters degree in

Law from University of Mumbai. Having been in

the legal arena for nearly four decades, Mr.

Kulkarni has vast experience as a legal practitioner

particularly on matters relating to foreign

collaborations, joint ventures, mergers and

acquisitions, capital markets, public offerings for

listing of securities in India as well as in

international markets, infrastructure projects, etc.

He is a national partner of M/s. Khaitan & Co., one

of India’s leading law firms and heads their

Mumbai office. He is on the Boards of several listed

companies as an independent director. He is also a

member of the Advisory Committee and also a

faculty member of the Post Graduate Diploma

An alumnus of the Delhi School of Economics and

Faculty of Management Studies, of the University of

Delhi, Mr. A. P. Parigi has for the past 2 decades held

senior positions in various industries. Prior to joining

The Times Group, he was the CEO of BPL Mobile,

Mumbai. After he stepped down as the Managing

Director- ENIL, he joined Eros International Media Ltd. as

the Managing Director & Group CEO- India operations-

from October 2009 till February 2010.

In April 2009, he was awarded The William F Glaser’53,

‘Rensselaer’s Entrepreneur of the Year’, in Troy, Albany,

USA. In June 2010 he became Member, The Oxford

University, Said Business School, Business Advisory

Council. In July, he was elected to the Advisory Board

Fordham Graduate Business School, New-York. In

August 2010, he was appointed as Senior Advisor and

Consultant to Accel Ltd., Chennai. In May 2011 he was

appointed Advisor – N.E.A. India. N.E.A. is a leading

venture capital and growth equity firm in the USA.

Mr. Parigi was honored with the Life Time Achievement

Award by the World Brand Congress in 2009. He serves

on the Boards of several companies including Bennett,

Coleman & Company Ltd., Times Global Broadcasting

Company Ltd., Absolute Radio, UK etc.

Course in Securities Law at the Government Law

College, Mumbai.


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Board of Directors

Mr. Richard Saldanha, a graduate Mechanical

Engineer, served Hindustan Lever & Unilever plc

with distinction for 30 years. He spent almost 10

years in Latin America. He was Technical Director of

Unilever Venezuela, Vice-President – Supply Chain

for Unilever Andina, (Venezuela, Colombia,

Ecuador) rising to be Chairman and CEO of

Unilever Peru and a Member of the Unilever Latin

America Board.

As Managing Director of Haldia Petrochemicals Ltd,

a 1.5 BN $ enterprise, Mr. Saldanha brought to the

Company, experience and expertise gained in

Unilever Companies worldwide as well as in India.

He defined his Role at Haldia as “ a role that

provides clear vision and strategic direction, that

builds culture, business ethic, structure and

processes to deliver outstanding business

performance and Good Corporate Governance”.

He is currently an Executive Director of Blackstone

India and before that he was a Member of the

Board of The Times of India Group where he spent

5 years to help build organizational capability,

culture and competitiveness.

His 45 years of corporate experience in a gamut of

functions that ranged from Manufacturing and

Planning to Corporate Development and General

Management have given him learning and insights

which have proved to be invaluable for

restructuring and reorganizing companies as well

as for managing partnerships and strategic

alliances in an international arena. He has been a

Board Member since the mid 80’s on several

Boards nationally and internationally.

Mr. Saldanha has been associated with various

chambers of commerce and industry bodies, both

in India and globally, in various capacities. He was

also the Founder President of Save the Children,

India and a Former President of Delhi Management

Association.

Mr. Richard SaldanhaIndependent



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Board of Directors

Forty five years of age, Mr. Prashant Panday is an

Engineering graduate in Electronics &

Communications, and has done his PGDM from IIM

Bangalore (1990).

Mr. Panday is the Executive Director and Chief

Executive Officer of the Company. He has been

associated with the Company since August 2000

and has played a key role in bringing in the radio

revolution in India. Over the last 10 years, he has

played a significant role in making Mirchi the #1

radio brand in the Country in terms of listenership

as well as revenues. In 2008, Mirchi was rated the

#1 media brand – ahead of The Times of India and

Star Plus – in the IMRB- Pitch survey. He leads a

team of about 800 professionals in the Company.

Mr. Panday has total experience of 21 years in

industries ranging from Advertising, Banking, FMCG

& Media. Prior to joining the Company, he has

worked with Citibank, Pepsi, HUL, Mudra and

Modi Revlon. His areas of strength include

Marketing & Sales, Analytics & Strategy and People

management. Mr. Panday is the Chairman of the

FICCI Radio committee, the Sr VP in the Association

of Radio Operators of India (AROI), a member of

the MRUC Governing Board, and a member of the

FICCI Entertainment Committee. He also served as a

member of the Ministry of I&B’s committee on

fighting Piracy. He is a speaker at various industry

forums.

Mr. Prashant Panday,Executive Director & CEO


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BOARD OF DIRECtORS (As on May 23, 2011)

Mr. Vineet Jain, Chairman

Mr. n. Kumar

Mr. Ravindra Kulkarni

Mr. Ravindra Dhariwal

Mr. Richard Saldanha

Mr. A. P. Parigi

Mr. Prashant Panday, Executive Director & CEO

MAnAGEMEnt tEAMMr. Prashant Panday, Executive Director & CEO

Mr. n. Subramanian, Group CFO

Mr. hitesh Sharma, Chief Operating Officer

Mr. Sameer Sainani, Chief Revenue Officer

Mr. tapas Sen, Chief Programming Officer

Ms. Sujata Bhatt, Chief Marketing Officer

and Head of HR

Mr. Mahesh Shetty, Chief Strategy Officer

Mr. Anand Parameswaran, Executive VP &

Regional Director- South Region

COMPANY SECRETARYMr. Mehul Shah

AUDItORSM/s. Price Waterhouse & Co.,

Chartered Accountants

LEGAL ADVISORSMrs. Pratibha M. Singh, Advocate

Mr. Krishnendu Datta,

K. Datta & Associates, Advocates & Solicitor

Halai & Co., Advocates

King & Partridge, Advocates, Notaries &

Solicitors

BAnKERSHDFC Bank Limited

REGIStRAR & ShARE tRAnSFERAGEntS (R & tA)Karvy Computershare Private Limited,

Unit: - Entertainment Network (India) Limited,

Plot No. 17 to 24, Vittal Rao Nagar,

Madhapur, Hyderabad - 500 081.

Ph : 040 44655000, Fax : 040 23420814.

REGIStERED OFFICE:4th Floor, A-Wing, Matulya Centre, Senapati

Bapat Marg, Lower Parel (West),

Mumbai - 400 013.

CORPORAtE OFFICE:Trade Gardens, Ground Floor, Kamala Mills

Compound, Senapati Bapat Marg,

Lower Parel (West), Mumbai - 400 013.

Ph: 022- 67536983.

CORPORAtE InFORMAtIOn


25ANNUAL REPORT 2010-11

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NOTICE is hereby given that the TWELFTH Annual General Meeting of the Members of ENTERTAINMENT NETWORK (INDIA) LIMITED will be

held at Y. B. Chavan Auditorium, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Near Mantralaya, Nariman Point, Mumbai-

400021, on Tuesday, August 30, 2011, at 3.00 p.m. to transact the following business:

Ordinary Business:1. To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2011, the Profit and Loss Account and Cash flow

statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Narayanan Kumar (Mr. N. Kumar) who retires by rotation and being eligible, offers himself for

re-appointment.

3. To appoint a Director in place of Mr. Ravindra Dhariwal who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Messrs Price Waterhouse & Co., Chartered Accountants - Firm Registration Number 007567S, as Auditors to hold office from

the conclusion of the Twelfth Annual General Meeting until the conclusion of the Thirteenth Annual General Meeting and to authorize the

Board of Directors to fix their remuneration as agreed to between the Board of Directors and the Auditors, in addition to reimbursement

of service tax and all out of pocket expenses incurred in connection with the audit of accounts of the Company.

Special Business:5. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:-

“RESOLVED THAT Mr. Richard Saldanha, who was appointed by the Board of Directors as an Additional Director (Independent

Non-Executive Director) with effect from November 23, 2010 and who holds office upto the date of this Annual General Meeting of the

Company pursuant to the provisions of Section 260 of the Companies Act, 1956 (‘the Act’) and in respect of whom the Company has

received a notice in writing from a member under Section 257 of the Act, proposing Mr. Saldanha as a director of the Company, be and

is hereby appointed as a director of the Company liable to retire by rotation.”

6. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 198, 309 and other applicable provisions, if any, of the Companies Act, 1956 (‘the

Act’) or any statutory modification(s) or re-enactment thereof, the Articles of Association of the Company and subject to all applicable

approval(s) as may be required, the consent of the Company be and is hereby accorded to the Board of Directors for the payment of

commission for a period of 5 (five) years commencing from April 1, 2011; so long as the Company has a Managing or Whole-time Director,

Notice

26 ENTERTAINMENT NETWORK (INDIA) LIMITED

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such sum by way of commission not exceeding in the aggregate 1% (one percent) per annum of the net profits of the Company computed

in the manner laid down in Section 198 of the Act for each of the five financial years of the Company commencing from April 1, 2011, be paid

to and distributed amongst such Directors of the Company (resident in India) but excluding the Managing Director(s) and/or Whole-time

Director(s) as may be determined by the Board of Directors, the amount, proportion and manner of such payment and distribution shall

be as the Board may, from time to time, decide and failing such determination as to distribution - shall be divided equally amongst them;

RESOLVED FURTHER THAT if at any time during the aforesaid period of five financial years commencing from April 1, 2011, the Company

does not have any Managing or Whole-time Director, such sum by way of commission not exceeding in the aggregate 3% (three percent)

per annum of the net profits of the Company computed in the manner laid down in Section 198 of the Act be paid to and distributed

amongst such Directors of the Company (resident in India), as may be determined by the Board of Directors, for the then residual unexpired

part of the aforesaid period of five years; the amount, proportion and manner of such payment and distribution shall be as the Board of

Directors may, from time to time, decide and failing such determination as to distribution- shall be divided equally amongst them.”

Notes:(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE GENERAL MEETING IS ENTITLED TO APPOINT A PROXY, WHO NEED NOT BE A MEMBER, TO

ATTEND AND VOTE ON BEHALF OF HIMSELF/HERSELF. The instruments appointing the Proxy should be deposited at the Registered Office of

the Company not less than 48 (forty eight) hours before the commencement of the Meeting.

(b) The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, August 23, 2011 to Tuesday, August

30, 2011, both days inclusive.

(c) The relevant Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 (‘the Act’), setting out material facts relating to the

business at Item nos. 5 and 6 of the Notice as set out above are annexed hereto.

(d) In terms of Section 205C of the Act, the application money received by the Company for allotment of any Securities and due for refund,

which remain unpaid or unclaimed for a period of 7 (seven) years from the date they become due for payment shall be credited to the

Investor Education and Protection Fund (‘IEPF’).

(e) Particulars of the employees as required under the provisions of Section 217(2A) of the Act, read with the Companies (Particulars of

Employees) Rules, 1975, as amended, are given in the annexure and forms part of the Directors’ report. In terms of Section 219(1)(b)(iv) of

the Act, the Report and Accounts are being sent to 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.

(f) The Ministry of Corporate Affairs (‘MCA’) has taken a ‘Green Initiative in the Corporate Governance’ by allowing paperless compliances

by companies. The Company shall use the e-mail addresses of the Members obtained from the Depositories / Depository Participants/

available with the Company’s Registrar & Share Transfer Agents- Karvy Computershare Private Limited (‘R & TA’) to send all future Members’

communications like notices, the Company’s Annual Report etc. through electronic mode. In case the Members have not furnished their

e-mail addresses, they are requested to furnish the same to their Depository Participants. Members are requested to notify immediately

of any change of address, e-mail address, bank account details:

(i) to their Depository Participants (DPs) in respect of their shareholdings in electronic (demat) form and

(ii) to the Company’s Registrar & Share Transfer Agents- Karvy Computershare Private Limited (‘R & TA’) , Unit:- Entertainment Network

(India) Limited, Plot No. 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad - 500081, Phone : 040 – 44655000, Fax : 040 – 23420814,

in respect of their shareholdings in physical form, if any, quoting their folio numbers.

(g) In terms of Section 109A of the Act, every holder of shares in a Company may at any time nominate, in the prescribed manner, a person

to whom his/her shares in the Company shall vest, in the event of his/her death. Nomination forms can be obtained from the R & TA.

(h) Members/ Proxies should bring the Attendance Slip sent herein duly filled in for attending the Meeting.

(i) Members are requested to bring their copy of the Annual Report to the Meeting.

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(j) Members desiring any information pertaining to the accounts are requested to write to the Company Secretary at an early date so as to

enable the Management to reply at the Annual General Meeting.

Important Communication to Members:

The Ministry of Corporate Affairs has taken a ‘Green Initiative in the Corporate Governance’ by allowing paperless compliances by the

companies. In accordance with the circulars issued by the Ministry of Corporate Affairs, companies can now serve, send various notices/

documents including Annual Report to its members through electronic mode to their e- mail addresses. To support this Corporate Social

Responsibility initiative in full measure, Members who have not registered their e-mail addresses, so far, are requested to register

their e-mail addresses with the Depository through their concerned Depository Participants, in respect of electronic holdings. Members

who hold shares in physical form are requested to kindly register their e-mail addresses to the Company’s Registrar & Share Transfer

Agents- Karvy Computershare Private Limited (‘R & TA’) at the aforesaid address stated at para (f). The Company shall use the e-mail

addresses of the Members obtained from the Depositories / Depository Participants/ available with the ‘R & TA’ to send all future

Members’ communications like notices, the Company’s Annual Report, documents etc. through electronic mode. This will ensure instant

and definite receipt of the Members’ communication by them.

By Order of the Board of DirectorsFor Entertainment Network (India) Limited

Mehul ShahVP – Compliance

& Company Secretary

Mumbai, May 23, 2011.

Registered Office:

4th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg,


Notice


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EXPLANATORY STATEMENTExplanatory Statement as required under Section 173 of the Companies Act, 1956

The following Explanatory Statement sets out all material facts relating to the business mentioned under Item Nos. 5 and 6 of the accompanying

Notice dated May 23, 2011.

1. Item no. 5:- The Board of Directors appointed Mr. Richard Saldanha as an Additional Director (Independent Non-Executive Director) with

effect from November 23, 2010 pursuant to the provisions of Section 260 of the Companies Act, 1956, read with the Articles of Association

of the Company. Accordingly Mr. Saldanha holds office upto the date of this Annual General Meeting and being eligible, offers himself

for re-appointment. Pursuant to the provisions of Section 257 of the Companies Act, 1956, a notice in writing has been received from a

member proposing Mr. Saldanha as a director of the Company liable to retire by rotation, along with requisite deposit.

2. Mr. Saldanha, a graduate Mechanical Engineer, served Hindustan Lever & Unilever plc. with distinction for 30 years. He was Technical

Director of Unilever Venezuela, Vice-President – Supply Chain for Unilever Andina, (Venezuela, Colombia, Ecuador) rising to be Chairman

and CEO of Unilever Peru and a Member of the Unilever Latin America Board. As Managing Director of Haldia Petrochemicals Ltd, a 1.5

BN $ enterprise, Mr. Saldanha brought to the Company, experience and expertise gained in Unilever Companies worldwide as well as

in India.

3. He is currently an Executive Director of Blackstone India and before that, he was a Member of the Boards of The Times of India Group

where he spent 5 years to help build organizational capability, culture and competitiveness.

4. Mr. Saldanha also has wide international experience gained as Founder Member of the National Board for Advertising Self Regulation

(Peru); Founder Member of the National Board for e-Commerce (Peru); President of the International School in Valencia, Venezuela;

Member of the Dutch–Peru Chamber of Commerce; Member of the UK–Peru Chamber of Commerce.

5. On return to India, Mr. Saldanha was Chairman, Eastern Region of the Indo-Italian Chamber of Commerce & Industry; Vice-President,

Eastern India Council of the Indo-American Chamber of Commerce; Member of the Confederation of Indian Industry – Eastern Region;

Member of the Indian Chamber of Commerce, Member of the Bengal Chamber of Commerce & Industry and Member of the National

Advisory Board for Chemtech World Expo. He was Founder President of Save the Children, India and a Former President of Delhi

Management Association.

6. His 45 years of corporate experience in a gamut of functions that ranged from Manufacturing and Planning to Corporate Development

and General Management have given him learning and insights which have proved to be invaluable for restructuring and reorganizing

companies as well as for managing partnerships and strategic alliances in an international arena.

7. Mr. Richard Saldanha does not hold any equity share in the Company as on date of this Notice. Mr. Saldanha may be considered to be

concerned or interested in Item no. 5 of the Notice.

8. The Board of Directors commends the Ordinary Resolution at Item no. 5 of the Notice for approval by the Members.

9. Item No. 6 : The Company operates in a competitive environment which is expected to further intensify. The Directors are required to

take complex business decisions in small time windows and therefore compelled to commit their time and energies for the Company’s

business. Today, the Board of Directors is required to ensure compliance with stringent Accounting Standards and high level of Corporate

Governance. It is therefore proposed to pay to the Directors of the Company, excepting the Managing Director and/ or Whole-time

Director, commission which shall not exceed the limits set out herebelow.

10. The first part of the Special Resolution at Item No. 6 covers a situation where there is a Managing or Whole-time Director(s). In such an

event, pursuant to the provisions of Section 309 and other applicable provisions, if any, of the Companies Act, 1956 (‘the Act’), it is proposed

to pay to the Directors of the Company (resident in India), but excluding Managing and/or Whole-time Director(s), such remuneration by

way of commission related to the net profit of the Company as may be decided by the Board of Directors not exceeding in the aggregate

one percent per annum of the net profits of the Company for a period of five financial years commencing from April 1, 2011.

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11. The second part of the said Special Resolution seeks to cover a situation whereby, for some reason, the Company, during the aforesaid

period of five financial years commencing from April 1, 2011, does not have a Managing or Whole-time Director(s). In such an event

pursuant to the provisions of Section 309 and other applicable provisions, if any, of the Act, it is proposed to pay to the Directors of the

Company (resident in India) such remuneration by way of commission related to the net profit of the Company as may be decided by the

Board of Directors for the then residual unexpired part of the said period of five years, but not exceeding in the aggregate three percent

of the net profits of the Company.

12. Net profit of the Company shall be computed in the manner referred to in Section 198 and other applicable provisions of the Act.

13. In either case, the amount, proportion, manner and distribution of commission amongst the Directors would be determined by the

Board of Directors and failing such determination as to distribution, commission to be distributed amongst them equally. The proposed

commission shall be over and above the sitting fees payable to the Directors.

14. The Special Resolution is necessary having regard to the provisions of Section 309(4) of the Act. The Board of Directors, therefore,

commends the Special Resolution at Item no. 6 of the accompanying Notice for approval by the Members.

15. All Directors of the Company other than Mr. Prashant Panday, the Executive Director of the Company, may be considered to be concerned

or interested in the said special resolution, since it relates to remuneration/ commission which may become payable to them.

By Order of the Board of DirectorsFor Entertainment Network (India) Limited

Mehul ShahVP – Compliance

& Company Secretary

Mumbai, May 23, 2011.

Registered Office:

4th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg,


Notice


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ANNEXURE TO ITEMS 2, 3 AND 5 OF THE NOTICE.

Details of Directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting (in pursuance of Clause 49 of

the Listing Agreement).

Name of the Director Mr. N. Kumar Mr. Ravindra Dhariwal Mr. Richard Saldanha

Date of Birth January 28, 1950 September 11, 1952 February 3, 1944

Nationality Indian Indian Indian

Date of Appointment on the Board

November 5, 2005 December 31, 2002 November 23, 2010

Qualifications Engineering Graduate in Electronics and Communication from the College of Engineering, Anna University

B.Tech (Chemical Engineering) from the Indian Institute of Technology, Kanpur and also holds a Post Graduate Diploma in Management (Marketing and Finance) from the Indian Institute of Management, Calcutta

Graduate Mechanical Engineer from College of Engineering- Pune

Shareholding in the Company 5,580 equity shares of Rs. 10/- each

Nil Nil

List of Directorships held in other Companies

Bharti Airtel Limited, Bharti Infratel Limited, Times Innovative Media Limited, MRF Limited, Take Solutions Limited, Cochin Shipyard Limited, eG Innovations Private Limited, eG Innovations Pte Limited, Madhura Kumar Properties Private Limited, N. Kumar Investment Holdings Private Limited, Cubbon Road Properties Private Limited, Nani Palkhivala Arbitration Centre (Sect. 25 Company)

Bennett, Coleman & Company Limited, Banhem Estate & IT Parks Limited, Media Network & Distribution (India) Limited, The Sandesh Limited, Times Global Broadcasting Co. Limited, Times Innovative Media Limited, Times Internet Limited, Times VPL Limited, Vardhaman Publishers Limited, Zoom Movies (TV) Limited, Zoom Entertainment Network Limited, Times Infotainment Media Limited, Aqua Agri Private Limited

CMS Computers Limited, Gateway Rail Freight Limited, Gokaldas Exports Limited, Blackstone Advisors India Private Limited, MTAR Technologies Private Limited, Nuziveedu Seeds Limited

Committee membership 1. Entertainment Network (India) Limited: [Chairman of Audit Committee, Member of Remuneration/ Compensation Committee]

2. Bharti Airtel Limited: [Chairman of Audit Committee]

3. Bharti Infratel Limited: [Chairman of Audit Committee]

4. Take Solutions Limited: [Chairman of Shareholders’/ Investors’ Grievance Committee]

5. Times Innovative Media Limited: [Member of Audit Committee]

6. Cochin Shipyard Limited: [Chairman of Audit Committee]

1. Entertainment Network (India) Limited: [Chairman of Shareholders’/ Investors’ Grievance Committee, Member of Audit Committee, Member of Remuneration/ Compensation Committee]

2. Bennett, Coleman & Co. Limited: [Member of Audit Committee]

3. Times Infotainment Media Limited: [Member of Audit Committee, Member of Compensation Committee]

4. Times Innovative Media Limited: [Member of Audit Committee]

1. Entertainment Network (India) Limited: [Member of Audit Committee, Member of Remuneration/ Compensation Committee]

2. MTAR Technologies Private Limited: [Member of Audit Committee, Member HR & Remuneration Committee]

Brief resume of all the Directors of the Company has also been furnished separately in the Annual Report.

Notice


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Directors’ Report

Dear Members,

Your Directors have pleasure in presenting this Twelfth Annual Report together with the Audited Accounts of the Company for the financial year

ended March 31, 2011.

1. Financial HighlightsAmount in Rupees

Financial year 2010 – 2011

Financial year 2009 – 2010

Income 2,835,665,618 2,311,850,421

Profit before Tax & Exceptional item 609,734,330 182,748,146

Profit on sale of Subsidiary 126,848,239 —

Tax Expenses 214,493,272 4,079,063

Profit after Tax 522,089,297 178,669,083

Profit brought Forward 952,991,947 774,322,864

Equity 476,704,150 476,704,150

Transfer to General Reserve — —

Surplus carried to Balance Sheet 1,475,081,244 952,991,947

2. Financial PerformanceYour Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company

increased from Rs. 2,311,850,421 during the previous year to Rs. 2,835,665,618 during the year under review. Profit after tax was higher at

Rs. 522,089,297. The performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the

Annual Report.

3. OperationsThis year saw the world economy coming back on track. The IMF reported that world economy grew at 5% in 2010 and is likely to grow at

4.5% in 2011 and 2012. The world advertising market also came back on the growth path with Zenith Optimedia reporting that the world

ad market grew by 5.5% in 2010. The momentum is expected to continue and the growth is expected to be 4.2%, 5.8% and 5.5% in 2011,


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2012 and 2013 respectively. The Indian economy, which was not adversely affected by the global downturn has also recovered and is

expected to have grown 8% this year according to RBI estimates. The Indian advertising Industry which is directly dependent on the overall

economy also had an impressive growth of nearly 17% this year. It is further expected to grow at 13% till 2015.

The overall recovery has had a positive impact on your Company’s revenue performance. The Company’s total income grew by nearly

23% during the year under review.

Your Company continued to keep a keen eye on costs and increasing the overall productivity of the Company. We are committed to

maintaining a lean and smart operation. There is also a great deal of focus in keeping the culture of the Company vibrant and meritocratic

so that talent is retained in the Company.

Phase III of radio expansion has been pending for quite a while now and is expected finally to be announced in the next few months.

Your Company is gearing up to face the challenges and tap the opportunities that Phase III would throw at us. With the sale of the

Company’s entire equity stake in Times Innovative Media Limited (erstwhile subsidiary of the Company- engaged in the ‘Out Of Home

Media business’), your Company has ensured that it is not burdened by the capital requirements of ‘Out Of Home Media business’ and is

able to garner resources and funds for the expansion plans of the radio business in Phase III.

Your Company has benefited from some other important developments of this year. The Hon’ble Copyright Board passed an order this

year which would cap the overall royalty payout by Radio broadcasters to music providers at 2% of the revenues of the broadcaster. This

will have a positive impact on your Company’s profitability. Many music providers have challenged this order and the final verdicts on all

these appeals are expected in due course of time. The Interim appeals were challenged in the Hon’ble Supreme Court and the Hon’ble

Supreme Court has refused to stay the said Copyright Board’s order. We are confident that the orders of the Hon’ble Copyright Board

would continue to be upheld as it has been arrived at after an elaborate and exhaustive hearings.

Your Company has continued its focus on strengthening its brand this year as well. Radio Mirchi continued to be the leader in 3 (Mumbai,

Delhi and Kolkata) - out of the 4 RAM markets. While its lead has been challenged on some occasions, we are confident that we would

attain a consistent leadership position in these markets. We continue to be a very close second in Bangalore and actually got to the

leadership position on a few occasions.

Your Company once again achieved the leadership position in the only PAN India measurement of Radio through the IRS (Indian Readership

Survey). The survey recorded Radio Mirchi’s listenership at 41.2 mn, which is significantly higher than the next radio brand.

Your Company is very aware of the challenges and benefits that the increasing proliferation of digitization is introducing. We have made

good progress on both the mobile and web platforms. Your Company had launched a mobile VAS product – Mirchi Mobile earlier this

year, which has seen reasonable success. We are committed to making the brand a significant entity in the digital space as well and are

working on creating processes which help create synergy between our on-air content and digital content.

Your Company hosted the 3rd edition of the Mirchi Music awards this year. This tribute to the music fraternity –the artists, composers,

lyricists - grew even bigger this year with the introduction of new categories of awards and an increased support from the fraternity itself.

We will continue to making this award more successful and bigger in scale in the coming years.

Your Company was awarded with many honors this year. The most prestigious of them was being declared the most successful radio

channel of the year by FICCI. We have been conferred this award two years in a row and are the only radio company to have received

this award till date. The morning show of Delhi was awarded a Silver at the New York Festival awards this year in the category of Best

Human Story. Radio Mirchi was also awarded the Power Brand of India in the Entertainment category by Planman consulting. We were

the only radio station to have been bestowed with this honor. Some of the other media brands which were honored were Times of India,

NDTV and Star Plus.

Your Company is excited about the opportunities that the future holds. An economy that is growing, a sense of optimism amongst the

advertisers, Phase III of FM radio expansion, a good year behind us – all of this gives us confidence that we will be able to meet your

expectations in the next year. We are, as always, committed to creating value for the business, the industry and above all you.

4. DividendIn order to conserve the resources to augment future growth, your Directors do not recommend any dividend for the financial year

2010 - 2011.

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5. Fixed DepositsThe 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. DirectorsMr. Richard Saldanha was appointed as an Additional Director (Independent Non-Executive Director), with effect from November 23,

2010 pursuant to the provisions of Section 260 of the Companies Act, 1956. Accordingly, Mr. Saldanha holds office up to the date of the

forthcoming Annual General Meeting and being eligible, offers himself for appointment. Pursuant to the provisions of Section 257 of the

Companies Act, 1956, a notice in writing has been received from a Member proposing Mr. Saldanha as a Director of the Company.

Mr. Deepak M. Satwalekar (Independent Non-Executive Director) resigned from the Board of Directors of the Company effective from

March 30, 2011. The Board of Directors wishes to place on record their appreciation for the valuable services rendered by Mr. Satwalekar

during his tenure.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. N. Kumar and

Mr. Ravindra Dhariwal 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 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 the 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 CommitteeThe 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. AuditorsMessrs Price Waterhouse & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the Twelfth

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 Twelfth Annual General Meeting until the conclusion of the Thirteenth Annual General

Meeting and to fix their remuneration.

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

10. 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.

11. Foreign Exchange Earnings & OutgoStatement 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 export market.

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(ii) Total foreign exchange earned and used:

Amount in Rupees

Financial Year

2010 - 2011

Financial Year

2009 – 2010

Foreign exchange earnings — —

Foreign exchange outgo 7,454,160 2,263,137

12. Technological Absorption, Adaptation and Innovation 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, is hereunder:

a) Efforts made towards technology absorption, adaptation and innovation N.A.

b) Benefits derived as a result of the above efforts N.A.

c) Information regarding imported technology N.A.

13. Research & Development

a) Specific areas in which Research and Development is carried out by the Company N.A.

b) Benefits derived as a result of the above research and development N.A.

c) Future plan of action N.A.

d) Expenditure on Research and Development N.A.

14. Particulars of EmployeesParticulars 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.

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

16. Management Discussion and Analysis ReportManagement 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.

17. Corporate GovernanceThe 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 Agreements 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 a practicing company secretary confirming compliance with the conditions of Corporate Governance. Observations 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.

18. Directors’ Responsibility StatementPursuant 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, 2011 and of the profit of the Company for that period;

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(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.

19. Subsidiary CompaniesAlternate Brand Solutions (India) Limited is engaged in the business of event management/ experiential marketing under the brand and

style ‘360°’.

On December 29, 2010, the Company sold its entire equity stake of 83.44 % in Times Innovative Media Limited [‘TIM’] to Bennett, Coleman

& Company Limited [‘BCCL’]. BCCL is the parent company of the Company (‘ENIL’). Consequent to the sale, TIM ceased to be a subsidiary

of the Company with effect from December 30, 2010.

Based on the outstanding debt in the Balance Sheet of TIM as on the date of the consummation of the transaction, the enterprise value for

the sale amounted to Rs. 130.4 crores. Pursuant to the sale, ENIL received a cash consideration of Rs. 45 crores for its equity investment of

Rs. 32 crores in TIM. Further, it also received full repayment for the loans advanced to TIM and amounting to Rs. 58 crores as on the date

of the consummation of transaction. The resultant cash inflows helped ENIL retire its entire debt and build sizeable cash reserves for the

upcoming Phase III expansion. The sale also relieved ENIL from the burden of meeting the sizeable funding requirements of TIM. BCCL also

assumed all the obligations and liabilities under the guarantees provided by ENIL on account of TIM.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Profit and Loss Account and other

documents of its subsidiary companies to the Balance Sheet of the Company. Pursuant to the approval from the Government of India,

Ministry of Corporate Affairs vide their letter No. 47/51/2011-CL-III dated February 1, 2011, the Balance Sheet, Profit and Loss Account and

other documents of the Subsidiary Company are not attached to the Balance Sheet of the Company. Further it may also be noted that 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.

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.

20. Consolidated Financial StatementsIn accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are

annexed and form part of the Annual Report.

21. AcknowledgementsYour 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 JainMumbai, May 23, 2011 Chairman

Registered Office:4th Floor, ‘A’ Wing, Matulya Centre,Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013.

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Corporate Governance refers to the systems and policies that influence a corporation’s administration. The core principles of Corporate

Governance practices are fairness, transparency, accountability and responsibility. Effective Corporate Governance emphasizes efficiency,

accountability and adaptability to the changing climate. Corporate Governance is a process to manage the business affairs of the company

towards enhancing business prosperity and accountability with the objective of realizing long term shareholder value, while taking into account

the interests of the other stakeholders.

The equity shares of the Company are listed and admitted to dealings on Bombay Stock Exchange Limited (BSE) and National Stock Exchange

of India Limited (NSE). Pursuant to the provisions of the Clause 49 of the Listing Agreement, a report on Corporate Governance for the financial

year ended March 31, 2011 is furnished below:

1. Company’s Philosophy on Code of GovernanceYour Company’s philosophy on Corporate Governance envisages attainment of highest level of integrity, fairness, transparency, equity and

accountability in all facets of its functioning and in its interactions with shareholders, employees, government, regulatory bodies, listeners

and the community at large. Your Company has been upholding fair and ethical business and corporate practices and transparency in

its dealings.

The Company reiterates its commitment to adhere to the highest standards of Corporate Governance which is founded upon a rich legacy

of integrity, fairness, transparency, equity and accountability. The Company recognizes that good Corporate Governance is a continuing

exercise and is committed to follow and pursue the highest standard of governance in the overall interest of the stakeholders.

In compliances with the regulatory requirements and effective implementation of Corporate Governance practices, the Company has

adopted the following codes of governance in accordance with the applicable regulations of Securities and Exchange Board of India:-

�� Code of Conduct for Prevention of Insider Trading; for regulating the dealings of the Directors and Employees of the Company

possessing or likely to possess price sensitive information, in the securities of the Company;

�� Code of Corporate Disclosure Practices; for ensuring timely and adequate disclosure of price sensitive information;

�� Code of Ethics and Business Principles for Directors and Employees under the SEBI (Prohibition of Insider Trading) Regulation.

These codes and their effective implementation re-affirm the commitment of the Company towards putting in place the highest standard

of Corporate Governance in every sphere of its operations. The Company’s philosophy of Corporate Governance is not only consistent with

the statutory requirements but also underlines our commitment to operate in the best interest of the stakeholders.

The Company has a strong Enterprise Risk Management framework which is administered by the Senior Management. This team

periodically reviews the risk events that could affect the Company and initiates appropriate mitigation procedures and also reviews the

progress made with respect to the mitigation plans and the effectiveness of the same in addressing the relevant risk. The Company has

laid down procedures to inform Board members about the risk assessment and minimization procedures and these procedures are

periodically reviewed.

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2. Board of Directors

(i) Composition of the Board of Directors and other directorships and committee membership of the Directors:

The Company believes that an active, well-informed and independent Board of Directors is vital to achieve the apex standard of

Corporate Governance. The Board of Directors of the Company comprises an optimal combination of executive, non-executive

and independent directors so to preserve and maintain the independence of the Board. The Board of Directors comprises eminent

persons with professional experience in varied fields and presently comprises seven directors. Brief profile of all the Directors of the

Company has been furnished separately in the Annual Report.

The Certificate dated May 23, 2011, issued by the practicing Company Secretary on the compliance of conditions of Corporate

Governance by the Company during the financial year under review contains two observations. The first observation relates to the

period from July 1, 2010 to November 22, 2010 comprising of 145 days. The second observation relates to the period from March

30, 2011 to March 31, 2011 i.e. 1 day. During the two time periods cited above, compliances under Clause 49 I (A)(ii) relating to the

composition of the Board of Directors of the Company could not be observed.

The Company wishes to place on record that during the first instance, the Company completed all the formalities required to

induct independent director to the Board. However, the induction of the independent director required approval/ permission/ no

objection from the Ministry of Information & Broadcasting, Government of India. The No Objection from the Ministry of Information &

Broadcasting was received only on November 23, 2010. Consequently, the appointment of independent director became effective

only from November 23, 2010,

In the second instance, Mr. Deepak Satwalekar (independent non- executive director) resigned from the Board of Directors effective

from March 30, 2011. Consequent to his resignation, the number of members on the Board of the Company reduced to seven

directors - three independent non- executive directors, three non- executive directors and one executive director. Clause 49 I (C) (iv)

of the Listing Agreement stipulates that an independent director who resigns from the Board of the Company shall be replaced by

a new independent director within a period not exceeding 180 days from the day of such resignation. The stipulated period of 180

days expires on September 26, 2011.

The Company is in the process of identifying a suitable independent director. However, the appointment of the independent director

shall be subject to approval/ permission/ no objection from the Ministry of Information & Broadcasting, Government of India and

shall be effective only from the date of such permission.

The composition of the Board of Directors, attendance at Board Meetings (BM) held during the financial year under review and at the

last Annual General Meeting (AGM):

Name of Director Category Financial Year 2010 – 2011

Attendance at

Board Meeting Last AGM

Mr. Vineet Jain Non-Executive Chairman 4 Yes

Mr. Deepak Satwalekar * Independent Non-Executive 4 Yes

Mr. N. Kumar Independent Non-Executive 3 Yes

Mr. Ravindra Dhariwal Non-Executive 5 Yes

Mr. Ravindra Kulkarni Independent Non-Executive 3 Yes

Mr. A. P. Parigi Non-Executive 5 Yes

Mr. Richard Saldanha ** Independent Non-Executive 0 N.A.

Mr. Prashant Panday *** Whole-time Director 4 Yes

* Mr. Deepak Satwalekar resigned from the Board of Directors of the Company effective from March 30, 2011.

** Mr. Richard Saldanha was appointed as an Additional Director with effect from November 23, 2010.

*** Mr. Prashant Panday was appointed as the Whole-time Director designated as ‘Executive Director & Chief Executive Officer’ of

the Company with effect from July 1, 2010.



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Number of directorships, memberships and chairmanships of the Directors of the Company in other public limited companies as on

the date of this report is as follows:

Name of Director Category As on date of this report

No. of other

Directorships#

Other Committee positions#

Member Chairman

Mr. Vineet Jain Non-Executive Chairman 10 0 0

Mr. N. Kumar Independent Non-Executive 6 1 4

Mr. Ravindra Dhariwal Non-Executive 12 3 0

Mr. Ravindra Kulkarni Independent Non-Executive 5 3 2

Mr. A. P. Parigi Non-Executive 8 3 0

Mr. Richard Saldanha Independent Non-Executive 3 0 0

Mr. Prashant Panday Whole-time Director 0 0 0

# For the purpose of considering the number of other directorships and committee positions, all public limited companies, whether

listed or not, have been included and all other companies including private limited companies, foreign companies and companies

under Section 25 of the Companies Act, 1956, have been excluded and Committees other than Audit Committee and Shareholders’/

Investors’ Grievance Committee have been excluded.

None of the Directors are related with each other (inter-se) within the meaning of Clause 49 IV (G) (ia) of the Listing Agreement.

None of the above referred Non-executive Directors have any material pecuniary relationship or transaction with the Company,

which would affect the independence or judgment of the Board of Directors.

The Company has also not entered into any materially significant transactions with its Promoters, Directors or their relatives or with

the Management etc. that may have potential conflict with the interest of the Company at large.

(ii) Board Meetings and Annual General Meeting held:

Five Board Meetings were held during the financial year under review, the dates of which were; May 19, 2010, July 8, 2010, August

6, 2010, November 3, 2010 and February 3, 2011.

The Eleventh Annual General Meeting was held on September 7, 2010.

(iii) Declaration by the Whole-time Director & Chief Executive Officer under Clause 49(I)(D) of the Listing Agreement regarding adherence

to the Code of Conduct is forming part of the Report on Corporate Governance.

(iv) A certificate from the Whole-time Director & Chief Executive Officer and Chief Financial Officer, as stipulated under Clause 49 (V) of

the Listing Agreement was placed before the Board of Directors.

(v) In the preparation of the Annual accounts, the applicable accounting standards have duly been followed and there are no material

departures.

3. Audit Committee(i) Brief description of terms of reference:

The Company recognizes that the Audit Committee is indispensable for ensuring accountability amongst the Board, Management and

the Auditors, who are responsible for sound and transparent financial reporting. The Audit Committee is responsible for overseeing

the processes related to the financial reporting and information dissemination. It assists the Board in its responsibility for overseeing

the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and

regulatory requirements. The primary objective of the Audit Committee of the Company is to monitor and effectively supervise the

financial reporting process of the Company with a view to ensure accurate, timely and proper disclosures and transparency and

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The role and terms of reference of the Audit Committee inter alia include review of internal audit reports, review of financial

statements, both quarterly and annual, before submission to the Board, review of Management Discussion and Analysis of financial

condition and results of operations and review of performance of statutory and internal auditors and adequacy of internal control

systems and other matters in conformity with the requirements of the Listing Agreement entered into with the Stock Exchanges and

applicable provisions of the Companies Act, 1956.

(ii) Composition of the Audit Committee:

The Audit Committee of the Company is constituted in conformity with the provisions of Clause 49 of the Listing Agreement and

Section 292A of the Companies Act, 1956.

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

Mr. N. Kumar – Chairman (Independent Non-Executive Director)

Mr. Ravindra Kulkarni (Independent Non-Executive Director)

Mr. Ravindra Dhariwal (Non-Executive Director)

Mr. Richard Saldanha (Independent Non-Executive Director)

All the Members of the Audit Committee are financially literate and have relevant accounting and financial management expertise

as required under Clause 49 of Listing Agreement. The Company Secretary acts as the Secretary to the Audit Committee.

(iii) Meetings and attendance during the year:

During the financial year under review, the Audit Committee met four times, i.e. on May 19, 2010; August 6, 2010; November 3, 2010

and February 3, 2011. Details of attendance of each member are as follows:

Name Number of Audit Committee Meeting attended

Mr. N. Kumar 3

Mr. Ravindra Kulkarni 3

Mr. Ravindra Dhariwal 4

Mr. Deepak Satwalekar * 2

Mr. Richard Saldanha ** 0

* Mr. Deepak Satwalekar was inducted as a member to the Audit Committee with effect from November 2, 2010. He resigned from

the Board and Committees effective from March 30, 2011.

** Mr. Richard Saldanha was inducted as a member to the Audit Committee with effect from February 3, 2011.

4. Subsidiary CompaniesAs on date of this Report, the Company has one subsidiary company, viz. Alternate Brand Solutions (India) Limited. The Audit Committee

of the Company reviews inter alia the financial statements of its subsidiary company etc. as stipulated under Clause 49 of the Listing

Agreement. The minutes of the Board Meetings of unlisted subsidiary company have been placed at the Board meetings of the Company

and other relevant provisions of the said Clause of the Listing Agreement are duly complied with, to the extent applicable.

Times Innovative Media Limited was subsidiary company till December 29, 2010.

5. Remuneration / Compensation Committee(i) Brief description of terms of reference:

The Remuneration/ Compensation Committee has been constituted to review and recommend the remuneration payable to the

executive directors and senior management of the Company based on their performance and defined assessment criteria.

Brief terms of reference of the Remuneration/ Compensation Committee include:

�� Determining the Company’s policy on specific remuneration packages for the Company’s Managing/ Joint Managing/ Deputy

Managing/ Whole time/ Executive Directors, including pension rights and any compensation payment;



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�� Determining and / or recommending to the Board of Directors, the remuneration packages of the Company’s Managing/ Joint

Managing/ Deputy Managing/ Whole time/ Executive Directors, including all elements of the remuneration package (i.e. salary,

benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component

and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);

�� Reviewing and determining the remuneration packages of the Company’s top executives/ key management personnel who

are one level below the Managing/ Joint Managing/ Executive Directors, including all elements of their remuneration package

(i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed

component and performance linked incentives along with the performance criteria, service contracts, notice period, severance

fees etc.);

�� Implementing, supervising and administering the present and future Employee Stock Option Scheme(s);

�� Any other matter duly specified under the applicable provisions of the Companies Act, 1956, read with Clause 49 of the Listing

Agreement.

(ii) Composition, name of members and Chairperson:

The Remuneration / Compensation Committee of the Company is constituted in conformity with the Clause 49 of the Listing

Agreement read with Schedule XIII and other applicable provisions of the Companies Act, 1956.

The Remuneration / Compensation Committee comprises the following Directors as on date of the Report:–

Mr. N. Kumar (Independent Non-Executive Director)

Mr. Ravindra Kulkarni (Independent Non-Executive Director)

Mr. Ravindra Dhariwal (Non-Executive Director)

Mr. Richard Saldanha (Independent Non-Executive Director)

(iii) Meetings and attendance during the year:

During the financial year under review, the Remuneration / Compensation Committee met four times, i.e. on May 19, 2010; August 6,

2010; November 3, 2010 and February 3, 2011. Details of the attendance of each member are as follows:

Name Number of Remuneration /

Compensation Committee Meeting attended


Mr. N. Kumar 3




* Mr. Deepak Satwalekar resigned from the Board and Committees effective from March 30, 2011.

** Mr. Richard Saldanha was inducted as a member to the Remuneration / Compensation Committee with effect from February 3,

2011.

(iv) Remuneration policy:

The remuneration policy of the Company is based upon well defined criteria such as success and performance of its managerial

persons and the Company, industry benchmarks, the profile of the incumbent, the responsibilities shouldered etc. Through its

remuneration policy, the Company endeavors to attract, retain, develop and motivate its high skilled and dedicated workforce.

The Non-Executive Directors did not draw any remuneration (other than sitting fees) from the Company during the financial year

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(v) Details of remuneration:

(a) Details of remuneration paid to the Whole-time Director during the year 2010 – 2011 is given below:

(Amount in Rupees)

Name Salary Benefits * Perquisites Total

Mr. Prashant Panday, Whole-time

Director (with effect from July 1, 2010).

13,313,491 346,005 25,502 13,684,998

* Also includes Company’s contribution to Provident and Superannuation Funds.

Notes:

�� Mr. Prashant Panday is holding the office of Whole-time Director designated as ‘Executive Director & Chief Executive Officer’

of the Company with effect from July 1, 2010.

�� Appointment, terms, conditions and payment of remuneration to the Whole-time Director is governed by the resolution(s)

passed by the Remuneration/ Compensation Committee, Board of Directors and Members of the Company and approval

from the Government of India, Ministry of Corporate Affairs, if and to the extent necessary. The remuneration structure

comprises salary, incentive allowance, perquisites, allowance, contribution to provident fund and superannuation etc.

�� The aforesaid appointment may be terminated by either party by giving to other party not less than three months’ prior

notice in writing of such termination or payment in lieu of notice.

�� No option was granted to any Director of the Company under any scheme for grant of stock options.

�� Mr. Prashant Panday is holding 26900 equity shares of the Company as on the date of this Report.

(b) Details of sitting fees paid to the Non-Executive Directors for the financial year 2010 – 2011:

Name of the Non - Executive Director Sitting Fees (In Rupees)

Mr. Vineet Jain 75000

Mr. N. Kumar 165000




Mr. A. P. Parigi 90000


* Mr. Deepak Satwalekar resigned from the Board and Committees effective from March 30, 2011.

** Mr. Richard Saldanha was inducted as a member to the Remuneration / Compensation Committee with effect from

February 3, 2011.

(c) Criteria for making payments to non-executive directors:

Upto August 5, 2010, Non-Executive Directors of the Company were paid sitting fees of Rs.15,000/- (Rupees fifteen thousand

only) per meeting during the financial year under review, subject to deduction of applicable taxes, levies etc., if any, for attending;

�� Meeting of the Board of Directors;

�� Meeting of the Audit Committee; and

�� Meeting of the Remuneration/ Compensation Committee.

Effective from start of the business hours on August 6, 2010, aforesaid sitting fees was revised to Rs. 20,000/- (Rupees twenty

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(d) Number of shares and convertible instruments held by non-executive directors as on the date of this Report, are as below:

Sr. No. Name of the Director No. of equity shares held

1. Mr. Vineet Jain Nil

2. Mr. N. Kumar 5,580

3. Mr. Ravindra Kulkarni Nil

4. Mr. Ravindra Dhariwal Nil

5. Mr. A. P. Parigi 158,742

6. Mr. Richard Saldanha Nil

6. Shareholders’ / Investors’ Grievance Committee

(i) Constitution and terms of reference of the Committee:

The Company has always valued its investors’ and stakeholders’ relationships. In order to ensure the proper and speedy redressal

of shareholders’/ investors’ complaints, the Shareholders’/ Investors’ Grievances Committee was constituted. The constitution and

terms of reference of the Shareholders’/ Investors’ Grievance Committee is in conformity with the provisions of Clause 49 of the Listing

Agreement entered into with the Stock Exchanges. The Shareholders’/ Investors’ Grievances Committee is empowered to look into

redressal of shareholders’ and investors’ complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared

dividends and other miscellaneous complaints. The Committee also ensures implementation and compliance of the Company’s

Code of Conduct for Prohibition of Insider Trading in conformity with SEBI (Prohibition of Insider Trading) Regulations, 1992.

The Shareholders’/ Investors’ Grievances Committee is headed by a Non-Executive Director and comprises the following Directors:

Mr. Ravindra Dhariwal - Chairman

Mr. A. P. Parigi - Member

(ii) Name and designation of Compliance Officer:

Mr. Mehul Shah, Vice President - Compliance & Company Secretary is the Compliance Officer of the Company.

(iii) Shareholders’ complaints:

Number of shareholders’ complaints / queries etc. received during the financial year 6

Number of complaints / queries etc. not resolved to the satisfaction of shareholders as on March 31, 2011.

(Same has been resolved in consonance with the applicable provisions of the relevant rules/ regulations and

acts for the time being in force).

0

No. of pending complaints/ queries etc. 0

(iv) Meetings and attendance during the year:

During the financial year under review, the Shareholders’/ Investors’ Grievances Committee met four times, i.e. on May 19, 2010;

August 6, 2010; November 3, 2010 and February 3, 2011. All the Members of the said Committee attended all the Committee meetings.

(v) Disclosure(s) pertaining to unclaimed shares:

Disclosure pursuant to the Clause 5A of the listing agreement in relation to unclaimed shares, based on the disclosure furnished by

Karvy Computershare Private Limited, the Registrar and Transfer Agents (R&TA) of the Company, for the financial year ended March

31, 2011, is as below;



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Clause of Listing Agreement Particular Remark

Clause 5A(g)(i) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year i.e. on April 1, 2010;

Number of Shareholders – 46 andNumber of Outstanding shares – 1906 equity shares.

Clause 5A(g)(ii) Number of shareholders who approached issuer for transfer of shares from suspense account during the year 2010-2011;

3 shareholders approached for transfer of 120 shares.

Clause 5A(g)(iii) Number of shareholders to whom shares were transferred from suspense account during the year 2010-2011;

120 shares were transferred to 3 shareholders.

Clause 5A(g)(iv) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;

43 Shareholders with outstanding equity shares of 1786.

Clause 5A(g)(v) Voting rights on these shares. Voting rights on the equity shares lying in the suspense account shall remain frozen till the rightful owner of such equity shares claims those equity shares.

7. General Body Meetings(i) Annual General Meetings:

Location, date and time of the Annual General Meeting (AGM) held during the preceding three years and the Special Resolutions

passed thereat are as follows:

Year Location Date and Time Special Resolution(s) passed

2009 – 2010

(Eleventh AGM)

Y. B. Chavan Auditorium, Gen. Jagannath

Bhosale Marg, Next to Sachivalaya

Gymkhana, Near Mantralaya, Nariman

Point, Mumbai – 400021.

September 7, 2010

3.00 p.m.

To approve the appointment and terms

of appointment including remuneration

payable to Mr. Prashant Panday, Whole-

time Director of the Company with effect

from July 1, 2010.

2008 – 2009

(Tenth AGM)

Sir Sitaram & Lady Shantabai Patkar

Convocation Hall of S.N.D.T. Women’s

University (Patkar Hall), 1, Nathibai

Thackersey Road, New Marine Lines,

Queens Road, Mumbai – 400 020.

September 4, 2009

3.00 p.m.

No special resolution passed.

2007 – 2008

(Ninth AGM)

Sir Sitaram & Lady Shantabai Patkar

Convocation Hall of S.N.D.T. Women’s

University (Patkar Hall), 1, Nathibai

Thackersey Road, New Marine Lines,

Queens Road, Mumbai – 400 020.

August 25, 2008

12.00 noon

No special resolution passed.

(ii) Special Resolution passed through Postal Ballot:

During the financial year under review, no resolution was passed through postal ballot.

(iii) Person who conducted the postal ballot exercise:

Not applicable.

(iv) Whether any special resolution is proposed to be conducted through postal ballot: No.



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(v) Procedure for postal ballot:The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the Members by such process as per Section 192A and other applicable provisions of the Companies Act, 1956, read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2001.

8. Other Disclosure

(i) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large:

During the financial year under review, there were no materially significant related party transactions with the Promoters, Directors, etc. that may have potential conflict with the interests of the Company at large.

(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:There has been no instance of non-compliance by the Company on any matter related to capital markets, during the last three years and hence no penalties, strictures have been imposed on the Company by Stock Exchanges or SEBI or any other statutory authority.

(iii) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee:The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. Bennett, Coleman & Company Limited (‘BCCL’)- the Ultimate Holding Company has introduced a policy of ‘Whistle Blower’ to reinforce the ‘Code of Conduct’ across BCCL & other group companies. Its applicability has been extended to the Company.

(iv) Details of compliance with mandatory requirements and adoption of the non mandatory requirements of this clause:The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, read with the observations of the practicing Company Secretary in their Certificate, dated May 23, 2011, relating to compliance with the aforesaid Clause 49 and response of the Company thereto under Para 2 (Board of Directors) of the Report on Corporate Governance. The status of the compliance with the non-mandatory requirements of this clause has been detailed hereof.

9. Means of Communication

(i) Quarterly/ Half yearly/ Annual results:Quarterly/ Half yearly/ Annual results are regularly submitted to the Stock Exchanges where the securities of the Company are listed pursuant to the provisions of Listing Agreement and are published in the newspapers. The Company has also displayed the results as specified under Clause 41 of the Listing Agreement on the Company’s website i.e. www.enil.co.in

(ii) Newspapers wherein results are normally published:Financial Express (English); and Maharashtra Times (Marathi, the regional language).

(iii) Any Website, where displayed :www.enil.co.in

(iv) Whether Website also displays official news releases: The Company has maintained a functional website [www.enil.co.in] containing basic information about the Company e.g. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the company who are responsible for assisting and handling investor grievances etc.

(v) Whether presentations made to institutional investors or to the analysts: Yes. The presentations made to institutional investors/analysts are also posted on the Company’s website i.e. www.enil.co.in

10. General Shareholder Information

(i) Annual General Meeting (AGM) :Day, Date and time : Tuesday, August 30, 2011, at 3.00 p.m.

Venue : Y. B. Chavan Auditorium, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Near Mantralaya, Nariman Point, Mumbai- 400021.

(ii) Financial year : April 1, 2010 to March 31, 2011.



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(iii) Date of Book closure : Tuesday, August 23, 2011 to Tuesday, August 30, 2011 (both days inclusive) for taking record of the Members of the Company for the purpose of AGM.

(iv) Dividend Payment Date : Not Applicable

(v) Listing on Stock Exchange : The Company’s shares are listed on the Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 and the National Stock Exchange of India Limited (NSE), Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra- (East),

Mumbai – 400 051.

The Company has paid the annual listing fees for the year 2011 - 2012, as applicable, to BSE

and NSE.(vi) Stock code :

BSE Scrip Code 532700

NSE Trading Symbol ENIL

ISIN Number for NSDL & CDSL INE265F01028

(vii) Market Price Data : High, Low during each month in last financial year*

The performance of the equity shares of the Company on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange

of India Limited (NSE) depicting the liquidity of the Company’s equity shares for the financial year ended March 31, 2011, on the said

exchanges, is given hereunder:-

Stock Market data – BSE

Month Open Price (Rs.)

High Price (Rs.)

Low Price (Rs.)

Close Price (Rs.)

No. of Shares

Total Turnover (Rs. In Lakhs)

April 2010 207.50 216.70 195.00 202.10 415,948 864.42May 2010 203.00 218.20 179.10 210.25 1,741,992 3,553.10June 2010 210.00 273.00 200.00 252.25 3,370,261 8,218.23July 2010 250.00 261.95 192.95 206.80 5,716,176 11,966.86August 2010 208.00 275.55 202.15 236.95 4,528,212 11,165.78September 2010 238.70 262.15 231.55 232.95 1,065,144 2,637.65October 2010 236.10 246.80 220.50 223.60 325,583 765.62November 2010 222.25 242.00 208.00 224.05 319,608 729.12December 2010 224.00 248.70 202.00 232.70 366,433 837.85January 2011 233.00 239.00 200.00 219.40 185,964 399.28February 2011 216.00 243.90 195.20 211.30 949,701 2,064.25March 2011 213.00 258.50 208.00 251.65 181,925 431.79

Stock Market data – NSE

Month Open Price (Rs.)

High Price (Rs.)

Low Price (Rs.)

Close Price (Rs.)

No. of Shares

Total Turnover (Rs. In Lakhs)

April 2010 206.50 218.70 194.00 202.15 770,388 1,599.72

May 2010 200.00 218.80 179.10 209.50 3,103,524 6,373.82

June 2010 206.00 272.60 206.00 252.50 5,863,852 14,353.11

July 2010 248.00 262.50 190.15 206.85 11,841,466 24,642.86

August 2010 206.00 275.80 202.45 237.00 9,038,749 22,551.26

September 2010 238.00 261.75 232.00 235.00 2,196,293 5,432.65

October 2010 233.00 246.45 220.00 222.60 595,062 1,396.20

November 2010 224.00 241.70 206.20 225.35 1,136,729 2,579.93

December 2010 225.75 247.40 204.00 234.60 918,713 2,101.56

January 2011 235.00 238.90 201.70 218.15 609,123 1,316.55

February 2011 217.00 243.75 197.00 212.10 1,251,282 2,763.17

March 2011 212.10 264.70 208.10 252.65 575,211 1,382.98

* (Source: This information is compiled from the data available from the website of BSE and NSE)



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(viii) Stock Performance:

Share Price Performance (2010 - 2011)

BSE

Sens

ex a

nd S

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CN

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IL]25000

20000

15000

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5000

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300

250

200

150

100

50

0

Apr

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May

-10

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-10

July

-10

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-11

BSE Sensex S&P CNX NIFTY ENIL

(ix) Registrar and Transfer Agents (R & TA) :

Karvy Computershare Private Limited, Unit:- Entertainment Network (India) Limited, Plot No. 17 to 24, Vittal Rao Nagar, Madhapur,

Hyderabad – 500 081, Phone: 040 - 44655000, Fax: 040 – 23420814.

(x) Share Transfer System :

Pursuant to the provisions of the Listing Agreement entered into with the Stock Exchanges, the Board of Directors of the Company, in

order to expedite the process, has delegated the power of approving transfer, transmission etc. of the securities of the Company to

the R & TA. Securities lodged for transfer, transmission etc. are normally processed within the stipulated time as specified in the Listing

Agreement and other applicable provisions of Companies Act, 1956. The Company has duly obtained certificates on half yearly basis

from a Company Secretary in Practice, certifying due compliances with the formalities of share transfer as required under Clause 47

(c) of the Listing Agreement entered into with Stock Exchanges and submitted a copy of the certificate to the Stock Exchanges where

the securities of the Company are listed.

(xi) Distribution of shareholding as on March 31, 2011:

Category (Amount) No. of Members % of Members Total Shares % of Shares

1 - 5000 17,160 97.02 965,730 2.03

5001 - 10000 242 1.37 195,398 0.41

10001 - 20000 113 0.64 170,851 0.36

20001 - 30000 52 0.29 133,369 0.28

30001 - 40000 18 0.11 63,153 0.13

40001 - 50000 20 0.11 94,390 0.20

50001 - 100000 30 0.17 201,438 0.42

100001 & Above 52 0.29 45,846,086 96.17

Total 17,687 100.00 47,670,415 100.00



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Shareholding pattern of the Company (as on March 31, 2011):

Category code

Category of shareholder Number of shareholders

Total Number of

shares

Total shareholding as a percentage of total

number of shares

(A) Shareholding of Promoter and Promoter Group

(1) Indian *

(a) Bodies Corporate (including 7 others, holding 203 shares jointly with the Promoter)

9 33,918,400 71.15

Sub-Total (A)(1) 9 33,918,400 71.15

(2) Foreign — — —

Sub-Total (A)(2) — — —

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

9 33,918,400 71.15

(B) Public shareholding

(1) Institutions

(a) Mutual Funds/ UTI 4 273,573 0.57

(b) Financial Institutions/ Banks 1 1,790 0.00

(c) Foreign Institutional Investors 25 7,662,641 16.07

Sub-Total (B)(1) 30 7,938,004 16.65

(2) Non-institutions

(a) Bodies Corporate 351 2,779,411 5.83

(b) Individuals -

i. Individual shareholders holding nominal share capital up to Rs. 1 lakh.

17,034 1,558,230 3.27

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

19 1,422,997 2.99

(c) Other

Non Resident Indians 154 33,515 0.07

Trust 4 86 —

Clearing Members 86 19,772 0.04

Sub-Total (B)(2) 17,648 5,814,011 12.20

Total Public Shareholding (B)= (B)(1)+(B)(2) 17,678 13,752,015 28.85

TOTAL (A)+(B) 17,687 47,670,415 100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

— — —

GRAND TOTAL (A)+(B)+(C) 17,687 47,670,415 100.00

* The Indian Promoter Group comprises Times Infotainment Media Limited (TIML) (including 7 others, holding 203 equity shares jointly

with TIML) and Bennett, Coleman & Company Limited.

As on the date of this report, none of the Promoters and Promoters’ Group of the Companies have pledged any shares of the Company.



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(xii) Dematerialization of shares and liquidity:

99.99 % of the paid up equity share capital of the Company has been dematerialized up to March 31, 2011. Trading in equity shares

of the Company is permitted only in dematerialized form as per the notification issued by SEBI. The trading / liquidity details are given

in clause (vii) hereinbefore.

(xiii) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on Equity :

Nil.

(xiv) Location of Studios:

1. Ahmedabad The Times of India Press Premises, Vejalpur, Ahmedabad – 380 051.

2. Aurangabad F 8, 9, 10, 5th Floor, Aurangabad Business Centre, Adalat Road, Opposite Session Court, Aurangabad – 431 005.

3. Bangalore 39/2, 3rd Floor, Sagar Building, Banerghatta Road, Bangalore – 560 029.

4. Bhopal 2nd Floor, C. P. Square, 2, Malviya Nagar, Opposite Old Vidhansabha, Bhopal – 462 003.

5. Chennai 6th & 7th Floor, Fathima Akhtar Court, New No. 453, Anna Salai, Teynampet, Chennai – 600 018.

6. Coimbatore 8th Floor, Classic Towers, 1547 Trichy Road, Coimbatore – 641 018.

7. Delhi Plot No. 6, 3rd Floor, Sector 16A, Film City, Noida, Uttar Pradesh- 201 301.

8. Hyderabad 1st Floor, Queen’s Plaza, Sardar Patel Road, Opposite Begumpet Police Station, Begumpet, Secunderabad – 500 003.

9. Indore 9th Floor, Industry House, 15 AB Road, Indore – 452 001.

10. Jabalpur 2nd Floor, Shukla Bhawan, 1415, Wright Town, Jabalpur – 482 002.

11. Jaipur Prestige Tower, 6th Floor E - 1 Amrapali Road, Vaishali Nagar, Jaipur – 302 021.

12. Jalandhar 6th Floor, Shakti Tower, Adjoining Swani Motors, GT Road, Near BMC Chowk, Jalandhar City – 144 001.

13. Kanpur 14/113, Kan Chambers, 6th Floor, Civil Lines, Kanpur – 208 001.

14. Kolhapur Gemstone, Part B, 1st Floor, Rao Bahadur Rajirao Vichare Complex, 517/2 E Ward, New Shahupuri, Kolhapur – 416 001.

15. Kolkatta Shantiniketan Building, 13th Floor, 8, Camac Street, Kolkata – 700 017.

16. Lucknow 6th Floor, Plot TV 57/V Shalimar Tower, Vibhuti Khand, Gomtinagar, Lucknow – 226 010.

17. Madurai 2nd Floor, Nataraja Complex, Opposite New District Court, 128 Melur Road, KK Nagar, Madurai – 625 020.

18. Mumbai 4th Floor, ‘A’ Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013.

19. Mangalore 5th and 6th Floor, Maximus Commercial Complex, LHH Road, Opposite KMC, Mangalore – 575 001.

20. Nagpur # 1, 2nd Floor, Narang Towers, 27 Palam Road, Civil Lines, Nagpur – 440 001.

21. Nashik 3rd Floor, United Legend, Plot 1, Serial 733/1/2, Off Village Nashik, Link Road, Opposite Parijat Nagar Bus Stop, Nashik – 422 005

22. Panaji 1st Floor, Vivenda De Hassan Building, D. B. Marg, Miramar PTS 16, Miramar, Panjim, Goa – 403 001.

23. Patna Times of India Building, Fraser Road, Patna – 800 001.



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24. Pune 3rd Floor, Krishna Keval Commercial Complex, Above ICICI Bank, Kondhwa Khurd, Pune – 411 048.

25. Raipur 1st Floor, Chawla Towers, Telibandha Ward No. 28, Near Bottle House, Shankar Nagar, Raipur – 492 007.

26. Rajkot Property No. 23,24/P, Radhika House, Near Kinnari Flats, Opposite Princess School, Kalawad Road, Rajkot – 360 007.

27. Surat 601, International Trade Center, 2/1932/2-A, Majuragate Crossing, Ring Road, Surat – 395 002.

28. Thiruvananthapuram 3rd Floor, Andoor Buildings, General Hospital Road, Vanchiyoor P.O., Thiruvananthapuram – 695 035.

29. Vadodara Property No. 1001/1002, 10th Floor, Gunjan Tower, Off. Alembic - Gorwa Road, Vadodara – 390 023.

30. Varanasi 2nd floor, Unit 201-A & 204, RH Tower, The Mall, Cantt, Varanasi – 221 002.

31. Vijaywada 5th Floor, ‘Matha Towers’, Bishop’s House, Door No 59 A 1-7, Ring Road, Vijayawada – 520 008.

32. Vishakhpatnam 5th Floor, Varun Towers, Kasturba Marg, Siripuram, Vishakhapatnam – 530 003.

(xv) Address for correspondence :

Investor Correspondence

a. For share transfer / dematerialisation of shares / other queries relating to the securities:

Karvy Computershare Private Limited, Unit:- Entertainment Network (India) Limited, Plot No. 17 to 24, Vittal Rao Nagar, Madhapur,

Hyderabad - 500 081, Phone: 040 – 44655000, Fax: 040 – 23420814.

b. For queries on Annual Report or investors’ assistance:

Mr. Mehul Shah,

Vice President - Compliance & Company Secretary,

Trade Gardens, Ground Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013.

Tel. : 022 – 67536983.

[email protected]

Investors can register their complaints/ grievances on the Company’s designated e-mail Id: [email protected]

The aforesaid e-mail id and other relevant details have been displayed on the website of the Company i.e. www.enil.co.in



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Non - Mandatory Requirements:

The Company has duly abided with all the mandatory requirements and has complied with the following non-mandatory requirements of

Clause 49 of the Listing Agreement:

1. The Board:

The Company does not defray any expenses of the Chairman’s Office. Independent Directors do not have a tenure exceeding, in the

aggregate, a period of nine years, on the Board of the Company. The Company ensures that all the persons being appointed as an

Independent Director of the Company has the requisite qualifications, experience and expertise enabling them to effectively contribute

towards the growth of the Company and aids the Company to achieve new heights of success in the Media and Entertainment Industry.

2. Remuneration Committee:

As stated earlier, the Company has constituted Remuneration/ Compensation Committee to review and recommend the remuneration

of the Managing / Executive Director based on his/her performance and defined assessment criteria. Details regarding composition and

scope of the Remuneration/ Compensation Committee are given in the earlier part of this Report.

3. Shareholder Rights:

The Company’s quarterly and half-yearly results are furnished to the Stock Exchanges and are also published in the newspapers and on

the website of the Company and therefore results were not separately sent to the Members. Quarterly/ Half yearly/ Annual results of the

Company are also displayed on the website of the Company i.e. www.enil.co.in

4. Audit qualifications:

There are no audit qualifications in the Audit Report for the financial year under review.

5. Training of Board Members:

No training is provided to the Board Members as on date of this Report.

6. Mechanism for evaluating non-executive Board Members:

No mechanism for evaluation of the performance of Non-executive Directors is in place as on date of this Report.

7. Whistle Blower Policy:

The Company has adopted the Code of Ethics & Business Principles for Directors and Employees. Bennett, Coleman & Company Limited

(‘BCCL’)- the Ultimate Holding Company has introduced a policy of ‘Whistle Blower’ to reinforce the ‘Code of Conduct’ across BCCL & other

group companies. Its applicability has been extended to the Company.


Vineet JainChairman

Mumbai, May 23, 2011

Registered Office:

4th Floor, ‘A’ Wing, Matulya Centre,

Senapati Bapat Marg, Lower Parel (West),

Mumbai – 400 013.



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DECLARATION BY THE CEO UNDER CLAUSE 49(I)(D) OF THE LISTING AGREEMENT REGARDING ADHERENCE TO THE CODE OF CONDUCT :

This is to affirm and declare, to the best of our knowledge and belief and on behalf of the Board of Directors of the Company and senior

management personnel, that:

• the Board of Directors has laid down a code of conduct for all Board members and Senior Management of the Company [‘the Code of

Conduct’];

• The Code of conduct has been posted on the website of the Company;

• All the Directors and Senior Management personnel have affirmed their compliance and adherence with the provisions of the Code of

Conduct for the financial year ended March 31, 2011.

For and on behalf of the Board of Directors and

Senior Management Personnel

Prashant Panday

Executive Director & CEO

Mumbai, May 23, 2011



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CERTIFICATE

To the Members of ENTERTAINMENT NETWORK (INDIA) LIMITED

We have examined the compliance of conditions of Corporate Governance by ENTERTAINMENT NETWORK (INDIA) LIMITED (“the Company”),

for the financial year ended March 31, 2011, as stipulated in Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange

Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of

procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance

as stipulated in the said Clause 49. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors

and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of

the above mentioned Listing Agreement subject to the two observations during the period from July 1, 2010 to November 22, 2010 comprising

of 145 days and period from March 30, 2011 to March 31, 2011 comprising of 1 day. During the said period, compliances under Clause 49 I (A)

(ii) relating to the composition of the Board of Directors of the Company could not be observed.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with

which the management has conducted the affairs of the Company.

For Hemanshu Kapadia & AssociatesCompany Secretaries

Hemanshu KapadiaProprietor

C.P. No. 2285Mumbai, May 23, 2011



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Statements in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or

predictions may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ

materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include cyclical

demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments within

India and the countries in which the Company conducts business and other incidental factors. The Company undertakes no obligation to

publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are

cautioned not to place undue reliance on these forward looking statements that speak only as of their dates.

A. Media Industry Structure And Developments World economy back on track

According to the world economic outlook report by the IMF released in April 2011, the world economy has grown at 5% (3% for developed

economies and 7% for developing economies) in the year 2010. This growth is expected to continue in 2011 and 2012 as well. In each of

these two years, the world economy is expected to grow at 4.5%. The growth in developing nations like India is expected to be 6.5% and

the developed nations are expected to grow at 2.5% in each of these 2 years.

The fears of double dip depression have fortunately not materialized. The recovery which was initially fuelled by fiscal stimulus is slowly

becoming stronger and private demand is slowly coming back on track.

According to the January 2011 U.S. Gross Domestic Product (GDP) numbers, the US economy grew at an inflation-adjusted annual rate

of 3.2% in the fourth quarter as domestic consumption grew and exports ticked up. The economic committee of the American Bankers

Association has increased its GDP estimate for 2011. Specifically, the group said that the GDP should expand by 3.3%, up from its previous

estimate of 3% that it made in June 2010.

The report by IMF also states that in emerging market economies the crisis has left no lasting wounds. Their initial fiscal and financial

positions were typically stronger, and the adverse effects of the crisis were more muted. High underlying growth and low interest rates

are making fiscal adjustment much easier. Exports have largely recovered, and whatever shortfall in external demand they experienced

has typically been made up through increases in domestic demand.

Likewise, the Indian growth story continues to be strong. According to the RBI, India’s GDP grew at 8.6% in 2010-11 and is expected to grow

at 8% or more in 2011-12.

Global Advertising Industry also revives

According to the Zenith Optimedia Ad forecast report April 2011, the world ad market grew by 5.5% in 2010. The momentum is expected

to continue and the growth is expected to be 4.2%, 5.8% and 5.5% in 2011,’12 and ‘13 respectively. The growth story for the Asia Pac region

is even better with growth rates of 7.1%, 4.6% , 8.3% and 6.8% expected in 2010,’11,’12 and ‘13 respectively.

The radio market worldwide would also continue to grow in line with the overall ad industry growth rate and would continue to remain

around 7% of the total advertising markets by 2013.

Management Discussions & Analysis


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Indian Advertising Industry back on growth path

According to the FICCI KPMG M&E report 2011, the advertising industry grew by nearly 17% this year. Further, it is expected to grow at a

CAGR of 14% till 2015. The growth story is likely to be strong across media.

Unlike global trends, the print industry in India continues to remain strong and is expected to grow at a CAGR of 13% till 2015.

The TV industry with many new channels being added each year and growing regionalization, is expected to grow at 16% CAGR for the

same period.

Digital advertising would be fastest growing advertising media in the near future clocking a five years CAGR of 28%. This would make the

size of the industry INR 36 Bn by 2015.

INR Bn 2009 2010 2011( P) 2012 ( P) 2013 ( P) 2014 ( P) 2015 (P) CAGR

(2010-15)

Television 88 103 118 136 157 183 214 16%

Print 110 126 143 162 183 208 236 13%

Radio 8 10 12 15 18 21 25 20%

Out of Home 14 17 19 22 24 27 30 12%

Digital Advertising 8 10 13 18 22 28 36 28%

Total 228 266 305 353 404 467 541 14%

(Source: FICCI KPMG M & E report 2011)

Radio growth would outpace all traditional media

The FICCI reports places radio as the fastest growing advertising media amongst traditional media in terms of CAGR for the next 5 years.

Radio is expected to grow to be a INR 25 Bn industry by 2015, growing at 20% CAGR. This radio industry is expected to grow by 20% in the

CY 2011 and reach INR 12 bn in revenues. This growth would be more than TV and print which are expected to grow by 14.5 % and 13.5%

in 2010-11.

Indian Media & Entertainment Industry is back on track

The overall Indian Media Industry is also back on track registering a growth rate of 11% in CY 2010 compared to a mere 1.9% in CY 2009.

This growth was primarily driven by the resurgence of media spends by advertisers across various media platforms. The industry is

expected to maintain this momentum and grow at 13% in 2011. It is expected to have a CAGR of 14% and reach a size of INR 1275 bn by

2015. As described above, a large contribution to this growth would be made by the advertising industry. The contribution of advertising

revenue to the overall industry pie is also expected to increase from 38% in 2007 to 42% in 2015.

The medium - wise forecast for the media industry is as follows:

INR Bn 2009 2010 2011( P) 2012 ( P) 2013 ( P) 2014 ( P) 2015 (P) CAGR

(2010-15)

Television 257 297 341 389 455 533 630 16%

Print 175 193 211 231 254 280 310 10%

Film 89 83 91 98 109 120 132 10%

Radio 8 10 12 15 18 21 25 20%

Music 8 9 9 11 13 16 19 17%

Out of Home 14 17 19 22 24 27 30 12%

Animation and VFX 20 24 28 33 40 47 56 19%

Gaming 8 10 13 17 23 31 38 31%

Digital Advertising 8 10 13 18 22 28 36 28%

Total 587 652 738 834 957 1104 1275 14%

(Source: FICCI KPMG M & E report 2011)



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B. Radio Industry – Future 0utlook, Opportunities and Threats

Factors which will contribute to sustainable growth of Radio

1) Phase III of expansion:

The announcement of the Phase III regulations for the radio industry has been pending for quite a while now and we are hopeful that

the announcements may happen soon now. The 3rd Phase of radio reforms is expected to increase the number of FM towns/cities

from around 86 now to over 300. The number of frequencies would increase from 245 odd to over 800. This increase in the number

of channels and the resulting increase in the listener ship base would make the medium more significant for advertisers.

2) Advertiser focus on tier II and tier III towns:

There are many media vehicles reaching the large Tier I towns. Advertisers are reaching their audiences through various mediums –

mass and niche - as the economy grows, development goes beyond the bigger cities and consumers in class II and III cities become

as important as the consumers in the big cities. This will also lead to an increased focus on these towns/cities by advertisers. Media

which reaches consumers in these cities and towns therefore would increasingly become more and more significant in advertising

plans. With the next phase of expansion, Radio would reach almost 250 cities and towns – majority of the new additions being in

Tier II and Tier III. This will ensure a sustained growth in Radio advertising the next few years.

Also, radio for the very first time will compete with local print because it will have the reach and scale to attract a vast majority of

consumers and listeners, specially in the tier II and tier III cities.

3) Growth in mobile based consumption of radio.

With the proliferation of mobile hand sets having FM tuners, the consumption of FM radio is also on the increase. According to the

Radio Audience Measurement – RAM (Radio division of Television Audience Measurement Media Research Pvt Ltd.) baseline data

released a few months back there has been a significant increase in the consumption of FM on mobile phones. In the 4 cities that this

study was carried out amongst FM device owners, the percentage of radio listening on mobile phones in the cities of Mumbai , Delhi,

Bangalore and Kolkata was 94%, 88%, 84% and 72% respectively. The mobile penetration amongst the universe of FM listeners was

between 95% to 99% in these 4 cities. This trend is expected to continue making the mobile phone a key FM consumption device

going forward.

4) FM listenership grows rapidly

According to the same baseline study, there has been a significant increase in the overall penetration of FM. The following are the

percentage penetration numbers and the absolute listenership numbers of FM radio in 4 markets covered under this study. This

signifies a change in behavioral trends in media consumption with an increased propensity to consume radio.

Percentage Penetration:

2007 2011

Mumbai 51% 70%

Delhi (NCR) 59% 88%

Bangalore 71% 87%

Kolkata 63% 64%

In absolute terms the listener ship was as follows:

In Lacs

2007 2011

Mumbai 73.5 116.6

Delhi 67.2 163.2

Bangalore 36.5 52.7

Kolkata 78.5 87.4



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5) Niche channels may emerge getting in new listeners

With Phase III FM policy likely to allow multiple frequencies of a channel in the same city, niche channels might emerge. Currently,

every broadcaster is catering to the largest base of listeners and playing mostly similar contemporary film music. This could change if

a broadcaster has multiple frequencies in the same city - one which could continue catering to the same mass audience and others

which could cater to a new niche audience. This could also get the few non-listeners also converted to the medium. It would also

help advertisers to reach out to niche audiences.

6) New audiences on newer media of delivery

In India FM radio is being consumed through FM receivers only. There is however an increased focus by all radio companies to reach

out to existing and prospective listeners through new platforms like the Internet and the mobile phone. This trend is expected to

continue and the availability of radio brands on other platforms will increase the overall reach of the medium and also help increase

advertising revenues.

The Phase III Policy

As mentioned earlier also in this report, the announcement of the Phase III regulations for the radio industry has been pending for quite

a while now and we are hopeful that the announcements may happen soon now. While there are still some pending issues which need

to be addressed by the government, the industry overall is eager to participate in the next phase of growth.

Based on available information in the media, the probable changes in Phase III and their likely impact is as follows:

1) New geographies to be added:

As mentioned earlier in this report, after the complete roll out of Phase III cities, the total number of FM channels could increase to

over 800 from the current 245 odd. The number of cities covered by FM could also increase to over 300 from the present 86 odd.

Impact on the industry – Will lead to increase in overall listenership. Radio will reach new geographies and will compete with print

for regional budgets of national clients. Radio will also provide a new and exciting platform for small retail advertisers / shop fronts

in smaller markets.

2) Multiple frequencies:

Apart from geographical growth, the other interesting part of Phase III policy is expected to be the removal of restriction on ownership

of more than one channel in one city.

Impact on the Industry - This policy will help increase programming diversity – a broadcaster is likely to offer a different programming

format on its 2nd or 3rd channels. This would help convert some of the non listeners to the medium. This in turn will increase

advertising opportunities for broadcasters as advertisers.

3) Tradability of licenses:

Change of ownership may be permitted after 3 years of operationalization instead of 5 years as at present.

Impact on the Industry - This policy change will help consolidation in the industry which still has too many players – many making

losses. Some of them may want to look at options to sell. It is in the interest of the large networks also as it gives them an opportunity

for growth through acquisitions and not be dependent only on new frequency allocation from the government.

4) Networking: Networking may be permitted seamlessly across the network. At present, it is only permitted between C and D

category towns.

Impact on the Industry - The policy could help create cost synergies (talent, marketing, broadcasting premises and administrative)

for radio stations and reduce the overall costs, thus improving profitability of radio stations.

5) News & Current Affairs might be allowed:

Radio broadcasters may be permitted to broadcast news and current affairs but the source of these news would be limited to a few

authorized sources only –AIR, DD, certain wire services etc.



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Impact on the Industry - While this would be very restrictive in its scope, radio broadcasters are hopeful that this policy would be

amended with the passage of time. In the current avatar it is not likely to have any significant impact on the listenership or revenues

of the industry. Also private broadcasters may be charged for access to these news feeds, which would make this an unviable option

for most radio operators.

6) License period for new licenses likely to be 15 years instead of 10 years.

The government might allow the new licenses to be allocated for 15 years from the current 10 years. This will help radio broadcasters

to get better returns on their investments.

Impact on the Industry – This change will have a major impact on the valuation of the licenses and thus on the valuation of the radio

companies owning the licenses itself. While the one time fees paid to get the licenses may become higher due to the longer duration

of assured operability, it will allow for better ROIs in the long run. With a longer period like this, the business will have greater ability

to absorb losses also which might occur due to overall economic uncertainties.

Significant developments in the Industry

1) Music Royalty rates fixed at 2% of revenues to be shared all between all music providers:

In a landmark judgment, the Hon’ble Copyright Board fixed the music royalty pay out from radio broadcasters to all music providers

- labels/ collection societies cumulatively to be 2% of the total revenues earned by the radio stations. Subsequently, this ruling by the

Hon’ble Copyright Board has been challenged by various parties. PPL had filed an appeal in the Hon’ble Madras High Court against

the Hon’ble Copyright Board judgment. After the Hon’ble Madras High Court dismissed and rejected the appeal, PPL appealed to

the Hon’ble Supreme Court. The Hon’ble Supreme Court has refused to grant a Stay Order against the Hon’ble Copyright Board

Order and has now referred the main appeal back to the Hon’ble Madras High Court. The proceedings on the same are expected

to continue any time after June 2011.

South India Music Companies Association (SIMCA), which is an association of South Indian music owners, had also challenged the

order of the Hon’ble Copyright Board before the Hon’ble Madras High Court inter-alia on the ground that its members were not

parties to the Copyright Board proceedings and hence the impugned order of the Hon’ble Copyright Board should be stayed. The

Hon’ble Madras High Court dismissed the application for stay of the Copyright Board Order.

SIMCA, then filed a Special Leave Petition challenging the order of the Hon’ble Madras High Court dated December 22, 2010 on the

ground inter-alia that its members were not heard before the Copyright Board. On April 21, 2011, a Bench comprising Hon’ble Justices

Altamas Kabir and Cyriac Joseph vide an order have dismissed the special leave petitions of SIMCA. The Supreme Court refused

to stay the order of the Copyright Board and has observed that SIMCA would be at liberty to urge the grounds that it stands on a

different footing from PPL, before the Madras High Court.

Super Cassette Industries Limited, more popularly known as T-Series, challenged the Copyright Board order before the Hon’ble Delhi

High Court on the ground that it was not a party to the proceedings in which the judgment was passed. The Hon’ble Delhi High

Court passed an order whereby it directed that till the next date of hearing, the impugned order will not be relied upon by any of the

Respondents or any other party to insist on issuance of compulsory license vis-à-vis the copyrighted works of T Series. The hearing

on this matter is expected in August 2011.

Being aggrieved by the aforesaid orders, the Company (‘ENIL’) then filed an Appeal before the Division Bench of the Hon’ble Delhi

High Court. After hearing both sides the Hon’ble Delhi High Court was pleased to inter-alia pass an order that ENIL can rely on the

order of the Copyright Board. It is pertinent to point out that the Hon’ble Delhi High Court also directed that it would be up to the

Hon’ble Copyright Board to decide the matter on merits.

2) AROI - speaking on behalf of the Industry

The Association of Radio Operators continued its effort this year to impress upon the government the need to make changes /

amendments in certain policy matters to help the industry grow faster. The significant ones amongst these are as follows:



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• License period for the existing Phase-II licenses to be extended by another 5 years.

• Changes in the Copyright Act, 1956

• License period for the new frequencies to be made 15 years.

AROI organized Radio Congress 2011 – A forum which brought the radio broadcasters together and allowed them to share views

with key members from the government. It also allowed for healthy debates on various issues impacting the radio industry. Senior

people from the media industry and high ranking officials from the Ministry of I&B, including the Hon’ble Minister for I&B also

participated in the congress.

3) Copyright amendment bill to be introduced in the Parliament soon

It is expected that the Copyright Amendment Bill of India would be introduced in the forthcoming monsoon session of Indian

Parliament.

The bill is expected to make some important changes, some of which will benefit the radio industry in many ways. The Amendment is

likely to recognize and give more powers to artists/authors, who are friends of radio. While the radio industry is not directly impacted

by this, we believe that the radio industry can prosper only if our partners also prosper. We believe that the music artists/authors are

true partners of the industry and it should be our endeavor to work closely with them to create beneficial environment for both.

While not under the purview of the bill amendment, radio broadcasters have still made a request to the authorities to make the

Copyright Board, a full time board - this change is essential to ensure that matters are heard and justice is met in a timely and proper

manner.

C. FY11 – A Successful year

1) A profitable year

The radio business has been on an upswing thing year. We achieved our set revenue objectives for the year and have managed a

20% growth over the last year. There has been a significant growth in the profits of ENIL this year owing to a robust top line growth

coupled with prudent cost control and change in the royalty regime. With this momentum, we hope that we will be able to grow the

business considerably in the next fiscal year. We have put new organizational structures in place to ensure that we are equipped

to handle the challenges in the coming year and are well placed to tap into the opportunities which will come with the revival of a

positive economic environment and an encouraging advertising landscape.

2) Mirchi Music Awards 3rd edition – the biggest so far

We continued paying homage and our ‘salaam’ to the music fraternity this year too through the 3rd edition of the Mirchi Music

awards. This year saw the biggest avatar of the Mirchi Music Awards till date. The awards grew in scope this year with the addition

of 4 new categories making the total number of categories 22 compared to the 18 of last year and 13 in the first edition. The scale

of the event right from the sets to the guest list to the entertainment quotient was the biggest we have achieved till now. The keen

participation and enthusiasm of the MMA jury made of eminent lyricists, composers, singers and directors made these years awards

a memorable event. The jury members without whom the awards would not have been possible were the following - Javed Akhtar

– Chairperson of the jury , Aadesh Shrivastava, Alka Yagnik, Anu Malik, Kailash Kher, Kavita Krishnamurthy, Lalit Pandit, Louiz Banks,

Prasoon Joshi, Rakeysh Omprakash Mehra, Ramesh Sippy, Shankar Mahadevan, Subhash Ghai, Sadhana Sargam, and Suresh

Wadkar.

We have also initiated the South edition of the MMA last year and hope that we will be able to have a very successful MMA South

this year as well.

3) Radio Mirchi continues to lead in the Indian Readership Survey ( IRS) – the ONLY PAN India Radio measurement survey

The Indian Readership Survey, the ONLY survey which measures radio listenership across the country has placed Radio Mirchi as the

clear leader in listenership. According to the week after recall data of IRS, Radio Mirchi has a listenership of almost 42 mn, which

makes it almost double the size of the next radio brand. This research is evidence of the strength of the programming and marketing

teams of Mirchi. Mirchi has been consistently the leader, by far, across all the survey results – Q1, Q2 , Q3 and Q4 of 2010.



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4) Success in RAM continues

The success in RAM (Radio Audience Measurement) continued this year. While there have been challenges in Mumbai and Delhi,

overall we have been able to maintain our lead this year in 3 (Mumbai, Delhi and Kolkata) out of the 4 markets covered by RAM. We

also are a very close number 2 in the Bangalore market, even attaining the number 1 spot a few times.

We would be investing even more in market research and brand building this year to ensure that we reach the number 1 spot in

Bangalore and are able to have a consistent number 1 position in the other 3 markets.

5) Focus of digital media to grow

Mirchi Mobile, the innovative launch from Mirchi last year saw an encouraging response from consumers this year. The service after

being launched on Airtel has subsequently been launched on Reliance communications and BSNL also. The success of this product

on the mobile platform demonstrates the strength of the Mirchi brand in the consumer mind space. We intend to expand this service

to other telecom operators also in the coming year. This innovation also demonstrates our commitment to digital platforms. We

would continue to invest in this space to have a significant play both from a brand as well as a revenue stand point.

The fast growth of digitization and its impact on traditional media cannot be ignored. According to the Zenith Optimedia Ad forecast

report April 2011, globally internet advertising would overtake print advertising by the year 2013. Internet advertising is expected to

grow at an average of 14.4% per annum from 2010 to 2013. In India too the story is similar. While the print advertising is not under

threat in India and is expected to grow at a 13% CAGR till 2015, digital advertising is expected to grow at 28% in the same period

making it the 3rd largest advertising platform after TV and Print. Traditional media companies therefore would need to have long

terms strategies to embrace the digital economy and create strategies to be a part of that growth.

ENIL is very focused on creating a significant brand and revenue presence in the digital space. Mirchi Mobile is a step in this

direction. We would be taking many more initiatives in the mobile space this year. Through this year we have also made an endeavor

to integrate our on air programming with the initiatives on the web. From celeb visits and interviews, on ground events to movie

premiers, on air jokes to interesting sound bytes from the jocks – all have had a presence on radiomirchi.com. The website is fast

gaining popularity and we are keen to make the radiomirchi.com a successful web extension of our brand.

6) Awards and recognitions

This year saw ENIL getting many awards and recognitions.

Most successful Radio Channel of the year at FICCI Frames 2011….yet again

Radio Mirchi was awarded the most successful Radio Channel of the year at the FICCI Frames Excellence awards 2011 ONCE AGAIN.

Like last year, Mirchi was the ONLY radio station to receive the award. The awards celebrated the excellence in the business of

entertainment.

New York festival award

Our morning show in Delhi won the New York Festival award – Silver award in the best human story category. We were amongst

only 2 Indian Radio stations which got this award. We believe that radio has a big role to play in tackling social issues and we are

committed to playing our part in this regard on a consistent basis.

Power brand of India

Radio Mirchi was awarded the Power Brand of India in the Entertainment category by Planman consulting. We were the only radio

station to have been bestowed with this honor. Some of the other media brands which were honored were The Times Of India, NDTV

and Star Plus.



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7) Corporate social responsibility

MIRCHI CARES, the CSR division of Radio Mirchi, continued to provide audio help and entertainment to the Visually Impaired People

by way of Audio films, Audio Newsreels, Music workshops, Story telling sessions and Talking books for the Blind this year too . Over

the last 2 years, we have been creating these audio books through the efforts of the Radio Mirchi jocks as well the Mirchi listener

Volunteers in various languages across our 32 stations.

Mirchi Cares, under the Lend Your Voice Campaign has recorded an additional 150 audio books this year taking the total number of

books recorded till date to 450.

Over the last one year, Mirchi Cares played out some of the Audio Descriptive movies across stations which were highly appreciated

by the Blind Schools and Institutes. These included Munnabhai MBBS, Hanuman, Taare Zameen Par, etc. Mirchi Cares under its

project, Mirchi Saat Suron ka Sargam, sponsored the music of 7 Visually Impaired children for a year. ‘Ek Kahani’, a story telling

session is a popular program held in Blind Schools with Children Book authors reading out their own stories.

8) Sale of the Out Of Home Media Subsidiary

As mentioned earlier in the Directors’ Report, on December 29, 2010, ENIL sold its entire equity stake of 83.44 % in Times Innovative

Media Limited [‘TIM’] to Bennett, Coleman & Company Limited [‘BCCL’].

Pursuant to the sale, ENIL received a cash consideration of Rs. 45 crores for its equity investment of Rs. 32 crores in TIM. Further, it

also received full repayment for the loans advanced to TIM and amounting to Rs. 58 crores as on the date of the consummation of

transaction. The resultant cash inflows helped ENIL retire its entire debt and build sizeable cash reserves for the upcoming Phase III

expansion. The sale also relieved ENIL from the burden of meeting the sizeable funding requirements of TIM.

D. Risks, Concerns And Challenges Facing Company

1) Macroeconomic risk

While the economic situation has improved significantly in the last one year, the nature of our business which is totally dependent on

advertising revenues has a risk stemming from the overall economic scenario. In a recent announcement the RBI reiterated the risks

which continue to impact our growth, namely, sovereign debt problems in the euro-zone, high commodity prices, especially of oil,

and accentuation of inflationary pressure in the emerging market economies. These risks continue to exist.

2) Operational and Financial Risks

The Risk Management Framework established by the Company, and monitored by the Board of ENIL, has been the back-bone for

managing the operational and the financial risks that the Company faces. Several risks have been identified and risk mitigation

plans are in place. Process owners review the risks periodically and bring to the attention of the Board any risk that may need their

attention.

3) Retaining Talent

An organization is as good as its people. With the economy improving and new business opportunities emerging, there would be an

increased need to focus on retaining good talent in the organization. We are very focused on the same and have created transparent

processes and practices coupled with meritocratic evaluation processes to achieve the same. We believe that the culture of ENIL itself

– Fun with responsibility is also a very important reason we attract and retain good talent. We remain committed to maintaining this

aspect of the working culture at ENIL.

ENIL continues to have a relatively low attrition at the senior level. We wish to maintain this in the coming years and engage

youngsters to be part of and grow in our unique culture.

E. Segment-Wise Financial Performance

Management discussion and analysis of the Company’s operations and financial consolidation and segment-wise performance together

with discussion on financial performance with respect to operational performance should be read in conjunction with the financial

statements and the related footnotes. The Experiential marketing business (under Alternate Brand Solutions (India) Limited) is discussed

separately.



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ENIL – Radio Mirchi

A profitable year

This year has been a good year for ENIL from a revenue as well as profitability standpoint. The overall business grew by 21.3% and

stood at Rs.280.0 crores. The EBITDA also grew by a 52.5% and stood at 91.0 crs. The last quarter saw a 34.2% growth in revenues and

almost 120% increase in EBITDA. We have also been able to effect a price increase in many of our key markets this year. We are hopeful

and confident that with a buoyant economy, increasing consumer spends, overall prevailing positive sentiment along with the business

momentum created by us would lead to a very successful year ahead.

F. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL):

The growth in revenues was flat this year with revenues being Rs. 40.9 Cr compared to Rs. 41.5 Cr in FY 10. While the managed events

portfolio grew by over 11% with significant contribution by events space, IPR revenue dropped by 20%. Successful properties like the Smart

Living Awards, Gadget awards and HDFC Spell Bee were executed.

Right sizing of resources and reduction in administration cost helped yield better margins and close the year with a EBITDA of Rs.70 lacs

compared to a EBITDA loss of Rs.20 lacs in FY 10. Bangalore branch was closed on account of poor performance and with an aim to

consolidate operations.



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GENERAL

Internal Control Systems and their Adequacy:

The Company has a system of internal controls to ensure that all its assets are properly safeguarded and not exposed to risks arising out of

unauthorized use or disposal. The Internal Control system is supplemented by a programme of internal audit to ensure that the assets are

properly accounted for and the business operations are conducted in adherence to laid down policies and procedures.

The Company has an Audit Committee of the Board of Directors which meets regularly to review, inter alia, risk management policies,

adequacies of internal controls and the audit findings on the various segments of the business.

Material Development in Human Resources/ Industrial Relations front, Including Number of People Employed.

Specific need based training and development programmes for all levels of employees were imparted in order to optimize the contribution

of the employees to the Company’s business and operations. Occupational health safety and environmental management are given utmost

importance. Material development in human resources/ industrial relations front has been dealt with in the Directors’ Report, under the head

‘Operations’, which should be treated as forming part of this Management Discussion and Analysis. As on March 31, 2011, the employee

strength (on permanent roll) of the Company was 717.


Vineet Jain Chairman

Mumbai May 23, 2011

Registered Office:

4th Floor, ‘A’ Wing, Matulya Center,

Senapati Bapat Marg, Lower Parel (W)

Mumbai – 400 013



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Auditor’s Report to the Members of Entertainment Network (India) Limited

1. We have audited the attached Balance Sheet of Entertainment Network (India) Limited, as at March 31, 2011 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 (together the “Order”), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2011;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ForPriceWaterhouse&Co. Firm Registration Number: 007567S Chartered Accountants

Uday ShahMumbai PartnerMay 23, 2011 Membership Number F-46061

Auditors’ Report

ENTERTAINMENT NETWORK (INDIA) LIMITED


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Annexure to Auditors’ ReportReferred to in paragraph 3 of the Auditors’ Report of even date to the members of Entertainment Network (India) Limited on the financial

statements for the year ended March 31, 2011

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over

a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

Pursuant to the programme, all addition of the fixed assets during the year has been physically verified by the Management and no

material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been

disposed of by the Company during the year.

2. (a) The Company has granted unsecured loans, to two companies covered in the register maintained under Section 301 of the Act.

The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs.6015 Lakhs and Rs. Nil

respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the

Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of

interest, where applicable.

(d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(e) The Company has taken unsecured loans, from two companies covered in the register maintained under Section 301 of the Act.

The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 693.10 Lakhs and Rs. Nil,

respectively.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the

Company.

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in

payment of interest, where applicable.

3. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate

with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the

basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we

have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control

system.

4. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred

to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts

or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices

which are reasonable having regard to the prevailing market prices at the relevant time.

5. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules

framed there under.

6. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

7. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of

the Act for any of the products of the Company.

65ENTERTAINMENT NETWORK (INDIA) LIMITED

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8. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the

Company is regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund,

income-tax, employees’ state insurance, wealth tax, service tax, customs duty, cess and other material statutory dues as applicable

with the appropriate authorities in India. As informed to us, excise duty is not applicable to the Company for the current year.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of

income-tax, wealth-tax, service-tax, customs duty and cess which have not been deposited on account of any dispute.

9. The Company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that

date or in the immediately preceding financial year.

10. According to the records of the Company examined by us and the information and explanation given to us, the Company has not

defaulted in repayment of dues to any bank as at the balance sheet date.

11. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other

securities.

12. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

13. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

14. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the

Company, for loans taken by others from banks during the year, are not prejudicial to the interest of the Company.

15. The Company has not obtained any term loans.

16. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and

explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

17. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under

Section 301 of the Act during the year.

18. The Company has not issued any debentures during the year.

19. The Company has not raised any money by public issues during the year.

20. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted

auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of

fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

21. The other clauses (ii) of paragraph 4 of the Companies (Auditor’s Report) Order 2003, as amended by the Companies (Auditor’s Report)

(Amendment) Order, 2004, is not applicable in the case of the Company for the year, since in our opinion there is no matter which arises

to be reported in the aforesaid Order.

ForPriceWaterhouse&Co. Firm Registration Number: 007567S Chartered Accountants


Annexure to Auditors’ ReportReferred to in paragraph 3 of the Auditors’ Report of even date to the members of Entertainment Network (India) Limited on the financial

statements for the year ended March 31, 2011


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BALANCE SHEET AS AT MARCH 31, 2011

As at As at March 31, 2011 March 31, 2010 Schedule Rupees Rupees Rupees

SOURCES OF FUNDS

Shareholders’ FundsCapital 1 476,704,150 476,704,150 Reserves and Surplus 2 3,360,297,665 2,838,208,368

Loan FundsSecured Loans 3 — 100,000,000 Unsecured Loans 4 — 234,310,693

Deferred Tax Liabilities (Net) 7 88,534,018 —

TOTAL 3,925,535,833 3,649,223,211

APPLICATION OF FUNDS

Fixed Assets 5Gross Block 3,675,486,276 3,659,527,825 Less: Depreciation / Amortisation 1,875,318,227 1,541,639,475 Net Block 1,800,168,049 2,117,888,350 Capital Work-in-Progress 11,475,105 11,089,571 1,811,643,154 2,128,977,921

Investments 6 931,002,684 400,250,000

Deferred Tax Assets (Net) 7 — 69,056,656

Current Assets, Loans and Advances:Sundry Debtors 8 1,038,005,783 682,022,925 Cash and Bank Balances 9 232,389,788 242,492,848 Loans and Advances 10 560,741,084 656,333,518 1,831,136,655 1,580,849,291Less: Current Liabilities and Provisions 11Liabilities 615,280,851 501,515,274 Provisions 32,965,809 28,395,383 648,246,660 529,910,657Net Current Assets 1,182,889,995 1,050,938,634

TOTAL 3,925,535,833 3,649,223,211

Notes to the Financial Statements 19

The Schedules referred to herein form an integral part of the Balance Sheet.

This is the Balance Sheet referred to in our report of even date.

For Price Waterhouse & Co. For and on behalf of the Board of DirectorsFirm Registration No. 007567S Vineet Jain Ravindra Dhariwal Ravindra KulkarniChartered Accountants Chairman Director Director

Uday Shah A. P. Parigi Richard Saldanha Prashant PandayPartner Director Director Executive Director & CEOMembership No. F-46061 N. Subramanian Mehul Shah Group CFO VP - Compliance &Mumbai Company SecretaryDated : May 23, 2011

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

2010-2011 2009-2010 Schedule Rupees Rupees

Income

Sales 12 2,724,795,895 2,301,309,831

Other Income 13 89,103,656 10,540,590

Interest Income (Net) 18 21,766,067 —

2,835,665,618 2,311,850,421

Expenditure

Production Expenses 14 160,947,411 199,783,435

License Fees 15 140,231,911 119,024,378

Employee Costs 16 564,437,874 481,819,260

Administration and Other Expenses 17 1,024,353,636 911,906,196

Interest Expense (Net) 18 — 46,794,141

Depreciation 335,960,456 369,774,865

2,225,931,288 2,129,102,275

Profit Before Exceptional Items and Taxation 609,734,330 182,748,146Profit on Sale of Subsidiary (Refer Note 16 on Schedule 19) 126,848,239 —Profit before Taxation 736,582,569 182,748,146 Provision for Taxation (Refer Note 1(viii) and 18 on Schedule 19) – Current Tax 167,500,000 57,400,000 – Minimum Alternate Tax Credit Entitlement (110,597,402) (57,400,000)– Deferred Tax 157,590,674 5,050,278 – Fringe Benefit Tax — (971,215)

Profit after Taxation 522,089,297 178,669,083

Balance Brought Forward 952,991,947 774,322,864

Profit balance carried forward to the Balance Sheet 1,475,081,244 952,991,947

Earnings Per Share (Refer Note 15 on Schedule 19) – Basic 10.95 3.75 – Diluted 10.95 3.75 Notes to the Financial Statements 19

The Schedules referred to herein form and integral part of the Profit and Loss Account.

This is the Profit and Loss Account referred to in our report of even date.



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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011 2010-2011 2009-2010 Rupees Rupees

A) CASH FLOW FROM OPERATING ACTIVITIES : Profit Before Taxation 736,582,569 182,748,146 Adjustments for : Depreciation and Amortisation 335,960,456 369,774,865 Interest Income (32,948,765) (25,460,823) Interest Expense 11,182,698 72,254,964 Provision no longer required written back (26,315,493) — Profit on Sale of Investments (13,442,632) (2,955,230) Profit on Sale of Subsidiary (Refer Note 16 on Schedule 19) (126,848,239) — Dividend on Investments (732,781) — (Profit)/Loss on sale of Fixed Assets (102,266) 437,737 Fixed Assets written off 245,309 5,583,405 Doubtful Advances written off — 13,628,470 Provision for Doubtful Debts (Net) 101,276,940 153,581,736 Bad debts written off 73,605,423 11,868,540 Provision for Retirement Benefits 4,570,426 417,030 Operating Profit Before Working Capital Changes 1,063,033,645 781,878,840 Adjustments for changes in working capital : (Increase) in Sundry Debtors (530,865,221) (261,800,167) Decrease in Other receivables 17,687,672 246,702,784 Increase in Trade and Other payables 127,762,116 239,345,019 Cash generated from operations 677,618,212 1,006,126,476 Taxes paid (net) (161,385,482) (57,248,203) Net Cash from Operating Activities (A) 516,232,730 948,878,273 B) CASH FLOW FROM INVESTING ACTIVITIES : Purchase of Fixed Assets (18,690,950) (23,068,295) Movement in Capital Work-in-Progress (385,534) 9,410,429 Proceeds from Sale of Fixed Assets 307,752 18,179,918 Loan given to Subsidiary Company 601,500,000 (92,518,000) Loan repayment by Subsidiary Company 796,500,000 85,285,000 Interest received 32,948,765 25,460,823 Dividend on investments received 439,381 — Purchase of Investments (2,557,513,881) (1,123,013,812) Proceeds from Sale of Subsidiary 446,848,239 — Proceeds from Sale of Investments 1,720,203,829 1,115,969,042 Net Cash (used in) / from Investing Activities (B) (180,842,399) 15,705,105 C) CASH FLOW FROM FINANCING ACTIVITIES : Proceeds from Long Term Borrowings: – Payments (34,310,693) (566,355,487) Proceeds from Short Term Borrowings: – Receipts 250,000,000 1,180,000,000 – Payments (550,000,000) (1,380,000,000) Interest paid (11,182,698) (72,254,964) Net Cash Flow used in Financing Activities (C) (345,493,391) (838,610,451) Net (Decrease) / Increase in Cash and Cash Equivalents (A)+(B)+ (C) (10,103,060) 125,972,927 Cash and Cash Equivalents as at the beginning of the year 242,492,848 116,519,921 Cash and Cash Equivalents as at the end of the year 232,389,788 242,492,848 (10,103,060) 125,972,927 NOTES ON CASH FLOW STATEMENT :1. Cash and cash equivalents at the end of the year as per Balance Sheet 232,389,788 242,492,848 232,389,788 242,492,8482. The above statement has been prepared following the “Indirect Method” as set out in Accounting Standard 3 on

Cash Flow Statements issued by the Institute of Chartered Accountants of India. 3. Previous Year’s figures have been regrouped and rearranged wherever necessary. 4. Cash and Cash Equivalents includes Rupees 76,315,531 (Previous Year : Rupees 77,460,084) which are not available

for use by the Company (Refer Schedule 9 in the Financial Statements). 5. Cash flows in brackets indicate cash outgo.

This is the Cash Flow Statement referred to in our report of even date.

For Price Waterhouse & Co. For and on behalf of the Board of Directors

Firm Registration No. 007567S Vineet Jain Ravindra Dhariwal Ravindra Kulkarni

Chartered Accountants Chairman Director Director

Uday Shah A. P. Parigi Richard Saldanha Prashant Panday

Partner Director Director Executive Director & CEOMembership No. F-46061

N. Subramanian Mehul Shah

Group CFO VP - Compliance &Mumbai Company Secretary

Dated : May 23, 2011

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SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2011

As at As at March 31, 2011 March 31, 2010 Rupees Rupees

SCHEDULE 1 : CAPITAL

Authorised Capital120,000,000 (Previous Year : 120,000,000) Equity shares of Rupees 10 each 1,200,000,000 1,200,000,000

Issued and Subscribed47,670,415 (Previous Year : 47,670,415) Equity shares of Rupees 10 each fully paid-up 476,704,150 476,704,150

476,704,150 476,704,150Notes :1. Of the above, 30,526,560 Equity Shares of Rupees 10 each are held

by Times Infotainment Media Limited, the Holding Company and its nominees.

2. Of the above, 3,391,840 Equity Shares of Rupees 10 each are held by Bennett, Coleman & Company Limited, the Ultimate Holding Company.

SCHEDULE 2 : RESERVES AND SURPLUSSecurities Premium Account 1,885,216,421 1,885,216,421Profit and Loss Account Balance 1,475,081,244 952,991,947

3,360,297,665 2,838,208,368

SCHEDULE 3 : SECURED LOANSWorking Capital Demand Loan from HSBC Bank Limited (Refer Note below) [Repayable within one year Rupees Nil (Previous Year : Rupees 100,000,000)] — 100,000,000

Note : Previous Year’s loan was secured by first pari passu charge on current assets and moveable fixed assets. — 100,000,000

SCHEDULE 4 : UNSECURED LOANSFrom Ultimate Holding Company - Bennett, Coleman & Company Limited — 34,310,693From Bank — 200,000,000[Repayable within one year Rupees Nil (Previous Year : Rupees 200,000,000)] — 234,310,693

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SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2011SCHEDULE 5 :

FIXED ASSETS (Refer Notes 1 (iv) and (ix) on Schedule 19)

Rupees

PARTICULARS GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

As at April 1, 2010

Additions Deletions As at March 31, 2011

As at April 1, 2010

For the year On Deletions

As at March 31, 2011



Intangible Asset

Computer Software (SAP) 16,907,372 — — 16,907,372 16,907,372 — — 16,907,372 — —

Migration Fees # 815,234,695 — — 815,234,695 407,617,350 81,523,470 — 489,140,820 326,093,875 407,617,345

One Time Entry Fees # # (Refer Note 10 on Schedule 19)

1,346,855,672 — — 1,346,855,672 411,208,072 134,685,566 — 545,893,638 800,962,034 935,647,600

Tangible Assets

Land - Leasehold 2,036,147 — — 2,036,147 — — — — 2,036,147 2,036,147

Building 7,578,551 — — 7,578,551 2,615,477 248,154 — 2,863,631 4,714,920 4,963,074

Leasehold Improvements 274,200,271 66,644 — 274,266,915 130,198,938 20,839,895 — 151,038,833 123,228,082 144,001,333

Office Equipment 1,000,970,624 8,090,796 507,000 1,008,554,420 419,838,926 81,702,100 217,940 501,323,086 507,231,334 581,131,698

Computers 155,883,068 6,757,914 890,737 161,750,245 122,763,318 14,156,530 880,445 136,039,403 25,710,842 33,119,750

Furniture and Fixtures 31,437,659 1,921,549 70,758 33,288,450 24,862,081 1,990,178 40,394 26,811,865 6,476,585 6,575,578

Motor Vehicles 8,423,766 1,854,047 1,264,004 9,013,809 5,627,941 814,563 1,142,925 5,299,579 3,714,230 2,795,825

GRAND TOTAL 3,659,527,825 18,690,950 2,732,499 3,675,486,276 1,541,639,475 335,960,456 2,281,704 1,875,318,227 1,800,168,049 2,117,888,350

Previous Year 3,664,490,224 23,068,295 28,030,694 3,659,527,825 1,175,694,244 369,774,865 3,829,634 1,541,639,475

11,475,105 11,089,571 Capital Work-in-Progress [Includes Capital Advance of Rupees 10,922,919 (Previous Year : Rupees 10,800,000)]

1,811,643,154 2,128,977,921

As at March 31, 2011 As at March 31, 2010 Nos. of Shares Rupees Nos. of Shares Rupees

SCHEDULE 6 : INVESTMENTS (Refer Notes 1(vi) and 9 on Schedule 19)

Non-Trade, Long Term (Unquoted) at cost Investment in Subsidiary Companies :

Equity Shares of Times Innovative Media Limited of Rupees 10 each fully paid-up (Refer Note 16 on Schedule 19) — — 32,000,000 320,000,000

Equity Shares of Alternate Brand Solutions (India) Limited of Rupees 10 each fully paid-up 1,600,000 70,250,000 1,600,000 70,250,000

Sub-total (A) 70,250,000 390,250,000

Nos. of Units Rupees Nos. of Units Rupees

Non-Trade, Long Term (Unquoted) at cost

Capital Gains Bonds: Non-convertible redeemable taxable bonds 500 5,000,000 — —(with benefits u/s 54EC of the Income Tax Act, 1961 for Long Term Capital Gains)

Sub-total (B) 5,000,000 —

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As at March 31, 2011 As at March 31, 2010 Nos. of Units Rupees Nos. of Units Rupees

Non-Trade, Current (Unquoted - Mutual Funds)

LIC Mutual Fund – Liquid Fund – Growth, of Rupees 10 each — — 593,011 10,000,000

ICICI Prudential Liquid Super Institutional Plan – Growth, of Rupees 100 each 76,278 11,035,935 — —

ICICI Prudential Interval Fund – Monthly Interval Plan – I Institutional Dividend, of Rupees 10 each 9,995,202 99,999,997 — —

ICICI Prudential Interval Fund II – Quarterly Interval Plan D – Institutional Dividend, of Rupees 10 each 14,995,951 149,999,999 — —

ICICI Prudential Interval Fund IV – Quarterly Interval Plan B – Institutional Dividend, of Rupees 10 each 7,000,000 70,000,000 — —

DSP BlackRock FMP – 3M Series 32 – Dividend Payout, of Rupees 10 each 10,000,000 100,000,000 — —

IDFC Cash Fund – Super Institutional Plan C – Growth, of Rupees 10 each 7,911,448 93,035,460 — —

IDFC Fixed Maturity Quarterly Series 63 – Dividend, of Rupees 10 each 9,000,000 90,000,000 — —

HDFC Mutual Fund – Liquid Fund Premium Plus Plan – Growth, of Rupees 10 each 7,329,977 141,681,293 — —

Kotak Quarterly Interval Plan Series 1 – Dividend, of Rupees 10 each 10,000,000 100,000,000 — —

Sub-total (C) 855,752,684 10,000,000

Total [(A)+ (B) + (C)] 931,002,684 400,250,000

Note: Aggregate amount of repurchase price in Mutual Fund Units Rupees 861,540,039 (Previous Year : Rupees 10,001,008).


SCHEDULE 7 : DEFERRED TAX(Refer Notes 1(viii) on Schedule 19)Deferred tax assets and liabilities are attributable to the following items:

Assets: Provision for Doubtful Debts 96,212,881 64,026,358 Provision for Doubtful Advances 2,076,094 2,124,375 Provision for Leave Encashment 4,111,916 3,998,826 Provision for Gratuity 6,838,502 5,652,765 Unabsorbed Depreciation / Business Losses — 208,972,432 Others 416,368 466,368 109,655,761 285,241,124 Liability:Depreciation 198,189,779 216,184,468 198,189,779 216,184,468

(88,534,018) 69,056,656

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As at As at March 31, 2011 March 31, 2010 Rupees Rupees Rupees

SCHEDULE 8 : SUNDRY DEBTORS(Unsecured)(Refer Notes 4 and 17 on Schedule 19)Debts Outstanding for a period exceeding six months

Considered Good 145,655,136 25,790,030 Considered Doubtful 217,497,166 126,442,379 363,152,302 152,232,409 Other DebtsConsidered Good 892,350,647 656,232,895 Considered Doubtful 72,147,994 61,925,841 964,498,641 718,158,736 1,327,650,943 870,391,145 Less: Provision for Doubtful Debts 289,645,160 188,368,220 1,038,005,783 682,022,925

SCHEDULE 9 : CASH AND BANK BALANCES Balance with Scheduled Bank on: Current Accounts 56,074,257 65,032,764 Short-Term Deposit Accounts 176,315,531 177,460,084 [Deposit aggregating Rupees 76,315,531 (Previous Year : Rupees 77,460,084) are lying under lien with Banks] 232,389,788 242,492,848

SCHEDULE 10 : LOANS AND ADVANCES (Unsecured and Considered Good) Advances Recoverable in Cash or in Kind or for Value to be Received Considered Good (Refer Note 2 below) 122,266,900 128,699,203Deposits Considered Good 129,370,775 122,501,450Considered Doubtful 6,250,000 6,250,000 135,620,775 128,751,450Less: Provision for Doubtful Deposits 6,250,000 6,250,000 129,370,775 122,501,450Advance Tax and Tax deducted at Source [Net of Provision of Rupees 297,258,870 (Previous Year : Rupees 160,236,485)] 81,118,017 87,232,535Minimum Alternate Tax Credit Entitlement 214,597,402 104,000,000Due from Subsidiary Company (Refer Note 1 below) 13,387,990 18,900,330Loan to the Subsidiary Company (Refer Note 3 below) — 195,000,000 560,741,084 656,333,518Notes: Company under same management, unless otherwise stated (Net) 1. Due from Alternate Brand Solutions (India) Limited the Subsidiary Company 13,387,990 18,223,359 Maximum balance outstanding 63,619,667 48,427,115 Due from Times Innovative Media Limited, the erstwhile Subsidiary — 676,971 Company (Refer Note 16 on Schedule 19) Maximum balance outstanding — 23,830,981

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2. Due from Times Innovative Media Limited 759,685 — (Refer Note 16 on Schedule 19) Maximum balance outstanding 6,581,228 — Due from Mirchi Movies (India) Limited 751,831 385,679 Maximum balance outstanding 751,831 811,624 Due from Times Global Broadcasting Company Limited 2,015,669 1,675,985 Maximum balance outstanding 2,017,128 1,675,985

3. Maximum Loan outstanding from the Subsidiary Company Alternate Brand Solutions (India) Limited 16,500,000 — Times Innovative Media Limited — 195,000,000

SCHEDULE 11 : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES Sundry Creditors – Dues to Micro, Small and Medium Enterprises (Refer Note 5 on Schedule 19) 136,694 108,533– Others (Refer Note below) 509,181,911 391,215,111Advance from Customers 31,517,108 29,925,681Income received in advance 2,877,973 —Other Liabilities 71,567,165 80,265,949 615,280,851 501,515,274Note: Payable to Bennett, Coleman and Company Limited, the Ultimate Holding Company 146,494,185 147,396,331

PROVISIONS Gratuity (Refer Notes 1(vii) and 11 on Schedule 19) 20,587,045 16,630,670Leave Encashment (Refer Notes 1(vii) and 11 on Schedule 19) 12,378,764 11,764,713 32,965,809 28,395,383

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SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

2010-2011 2009-2010 Rupees Rupees

SCHEDULE 12 : SALES Sales (Refer Notes 1(iii) and 17 on Schedule 19) 2,724,795,895 2,301,309,831

2,724,795,895 2,301,309,831

SCHEDULE 13 : OTHER INCOME Profit on Sale of Investments 13,442,632 2,955,230 Digital Revenues, Marketing and Sales Commission 31,184,025 6,841,743 Provision no longer required written back 26,315,493 —Miscellaneous Income 18,161,506 743,617 89,103,656 10,540,590

SCHEDULE 14 : PRODUCTION EXPENSESRoyalty (Refer Note 19 on Schedule 19) 129,066,593 166,741,018 Other Production Expenses 31,880,818 33,042,417 160,947,411 199,783,435

SCHEDULE 15 : LICENSE FEESLicense Fees (Refer Note 1(xi) on Schedule 19) 140,231,911 119,024,378 140,231,911 119,024,378

SCHEDULE 16 : EMPLOYEE COSTSSalaries, Wages and Allowances (Net of Recovery) 513,312,145 435,913,943 Contributions to Provident and Other Funds 17,417,630 15,734,802 (Refer Notes 1(vii) and 11 on Schedule 19) Gratutity (Refer Notes 1(vii) and 11 on Schedule 19) 5,288,214 1,999,071 Welfare Expenses 28,419,885 28,171,444 564,437,874 481,819,260

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SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

2010-2011 2009-2010 Rupees Rupees

SCHEDULE 17 : ADMINISTRATION AND OTHER EXPENSESRent (Net of Recovery) 138,278,306 147,166,287 Rates and Taxes 3,388,640 3,337,547 Power and Fuel 81,655,683 82,598,720 Marketing 342,467,696 249,332,140 Travelling and Conveyance (Net of Recovery) 70,550,161 59,067,372 Insurance 2,293,262 2,419,247 Communication 13,396,444 14,363,665 Repairs and Maintenance on : – Buildings 2,804,598 585,069 – Plant and Machinery 20,162,526 20,807,534 – Others 19,225,855 18,584,202 Legal and Professional Fees 78,842,476 65,240,188 Software Expenses (Refer Note 1(iv)(c) on Schedule 19) 24,971,990 22,704,510 Auditors’ Remuneration (Refer Note 8 on Schedule 19) 2,643,248 2,618,983 Doubtful Advances written off — 13,628,470 Provision for Doubtful Debts (Net) 101,276,940 153,581,736 Bad Debts written off 73,605,423 11,868,540 Loss on Sale of Fixed Assets (Net) — 437,737 Fixed Assets written off 245,309 5,583,405 Director’s Sitting Fees 910,000 720,000 Miscellaneous Expenses 47,635,079 37,260,844 1,024,353,636 911,906,196

SCHEDULE 18 : INTEREST (INCOME) / EXPENSE (NET)

Interest Expense On Loan 11,182,698 71,845,377 On Others — 409,587 11,182,698 72,254,964

Less: Interest Income On Deposits with banks [Tax deducted at source Rupees 610,327 (Previous Year: Rupees 723,112)] 6,900,085 7,656,485 On Loans [Tax deducted at source Rupees 2,361,279 (Previous Year: Rupees 1,953,839)] 23,823,956 14,603,211 On Income Tax Refund 170,834 1,615,912 On Others 2,053,890 1,585,215 32,948,765 25,460,823

(21,766,067) 46,794,141

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SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2011 AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

SCHEDULE 19

NOTES TO THE FINANCIAL STATEMENTS

Nature of Operations

The Company was incorporated on June 24, 1999. The Company operates FM radio broadcasting stations in 32 Indian cities under the brand

name ‘Radio Mirchi’. The Company’s principal revenue stream is advertising. Advertising revenues are generated through the sale of air time

in the Company’s FM radio broadcasting stations.

1. Significant Accounting Policies

i. Basis of Accounting

The financial statements comply in all material aspects with all the applicable accounting principles in India, the applicable accounting

standards notified under Section 211(3C) of the Companies Act, 1956 (“The Act”) and the relevant provisions of the Act. The financial

statements are prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently

applied by the Company.

ii. Use of Estimates

The preparation of financial statements in accordance with the generally accepted accounting principles requires the Management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities

as at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual

results could differ from these estimates. Any revision to such accounting estimates is recognised prospectively in the accounting

period in which such revision takes place.

iii. Revenue Recognition

Revenue from radio broadcasting is recognised on an accrual basis on the airing of client’s commercials. The revenue that is

recognised is net of service tax.

iv. Fixed assets and Depreciation

Cost of fixed assets comprises purchase price, duties, levies and any directly attributable cost of bringing the asset to its working

condition and location for the intended use.

Borrowing cost directly attributable to fixed assets which take substantial period of time to get ready for its intended use are

capitalised to the extent they relate to the period till such assets are ready to be put to use.

Advances paid towards the acquisition of fixed assets that are outstanding at each balance sheet date and cost of assets not ready

for their intended use before such date are disclosed as Capital Work-in-Progress.

a. Tangible assets

Tangible fixed assets are stated at cost less accumulated depreciation and impairment losses, if any.

Depreciation on tangible fixed assets is provided on written down value method at the rates and in the manner specified in

Schedule XIV to the Act. The cost of leasehold improvements are amortised over the primary period of lease of the property.

Leasehold land is not amortised since the term of lease is perpetual in nature. Tangible assets individually costing less than

Rupees 5,000 are depreciated fully in the year of purchase.

b. Intangible assets (other than Software)

Migration fees paid by the Company for existing licenses upon migration to Phase II of the Licensing policy and One Time Entry

Fees paid by the Company for acquiring new licenses have been capitalised as an asset.

The migration fee capitalised is being amortised, with effect from April 1, 2005, equally over a period of ten years, being the

period of the license. One Time Entry Fees is amortised over a period of ten years, being the period of license, from the date of

operationalisation of the respective stations.

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c. Software

i. Software obtained initially together with hardware is capitalised along with the cost of hardware and depreciated in the

same manner as the hardware. All subsequent purchases of software licenses are treated as revenue expenditure and

charged in the year of purchase.

ii. Expenditure on acquired Computer Software (SAP) is recognised as “Intangible Asset“ and amortised over a period of

twenty five months. Expenditure on other software where the economic benefit is excepted to be more than a year is

amortised.

v. Foreign Currency Transactions

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction. Gains and losses arising

out of subsequent fluctuations are accounted for on actual payment or realisation. Monetary items denominated in foreign currency

as at the balance sheet date are converted at the exchange rates prevailing on that day. Exchange differences are recognised in the

Profit and Loss Account.

vi. InvestmentsInvestments that are intended to be held for not more than a year are classified as Current investments. All other investments are termed as Long term investments.

Current investments are stated at lower of cost and fair value. Long term investments are stated at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of the long term investments.

vii. Retirement Benefits

a. Short Term Employee Benefits :

The employees of the Company are entitled to leave encashment as per the leave policy of the Company. The liability in

respect of leave encashment which is expected to be encashed / utilised within twelve months after the balance sheet date is

considered to be of short term nature.

b. Long Term Employee Benefits :

Defined Contribution Plans:

The Company has Defined Contribution plans for post employment benefits such as Provident Fund and Employee’s Pension

Scheme, 1995. Under the Provident Fund Plan, the Company contributes to a Government administered Provident Fund on

behalf of its employees and has no further obligation beyond making its contribution.

The Company contributes to a State Plan namely Employee’s Pension Scheme, 1995 and has no further obligation beyond

making its contribution.

The Company’s contributions to the above funds are charged to revenue every year.

Defined Benefit Plans:

The Company has a Defined Benefit Plan namely Gratuity and Leave Encashment for all its employees. The liabilities in respect

of Leave Encashment which is expected to be encashed / utilised after twelve months from the balance sheet date is considered

to be long term in nature.

Liability for Defined Benefit Plan is provided on the basis of valuations, as at the balance sheet date, carried out by an independent

actuary. The actuarial valuation method used by the independent actuary for measuring the liability is the Projected Unit Credit

Method.

c. Termination benefits are recognised as an expense as and when incurred.


SCHEDULE 19

NOTES TO THE FINANCIAL STATEMENTS (Contd.)

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viii. Income Taxes

Tax expense comprises of Current and Deferred tax. Current income tax and deferred tax are measured based on the amount

expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

Minimum Alternative Tax (MAT) paid in accordance with tax laws which give rise to future economic benefits in the form of adjustment

to future income tax liability is considered as an asset if there is convincing evidence that the company will pay normal tax in future.

Accordingly, MAT is recognised as an asset in the balance sheet when it is probable that the future economic benefit associated with

it will flow to the company and the asset can be measured reliably.

Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxable

income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realised.

ix. Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication that asset may be impaired. If any such indication

exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable

amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to

its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Profit and Loss Account. If at the

balance sheet date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is

reassessed and the asset is reflected at the recoverable amount.

x. Provisions and Contingent Liabilities

The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow

of resources and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present date

value and are determined based on best estimates of the amount required to settle the obligation at the balance sheet date. These

are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will

not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of

resources is remote, no provision or disclosure is made.

xi. License Fees

As per the Frequency Module (FM) broadcasting policy, effective April 1, 2005 license fees are charged to revenue at the rate of 4% of

gross revenue for the period or 10% of Reserve One Time Entry Fee (ROTEF) for the concerned city, whichever is higher. Gross Revenue

for this purpose shall mean revenue on the basis of billing rates inclusive of any taxes and without deduction of any discount given

to the advertiser and any commission paid to advertising agencies. Barter advertising contracts shall also be included in the gross

revenue on the basis of relevant billing rates. ROTEF means 25% of highest valid bid in the city.


SCHEDULE 19


Financials


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2. Contingent Liabilities

a. Guarantees issued by banks on behalf of the Company Rupees 15,254,202 (Previous Year : Rupees 6,000,000).

b. Corporate Guarantee issued by the Company to HDFC Bank on behalf of Times Innovative Media Limited (an erstwhile subsidiary

company) Rupees Nil (Previous Year : Rupees 200,000,000) and to HSBC Bank Rupees Nil (Previous Year : Rupees 500,000,000).

3. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account Rupees 933,966 (Previous Year : Rupees 5,094,910) net of

advances of Rupees 10,922,919 (Previous Year : Rupees 10,800,000).

4. Sundry Debtors

Sundry Debtors include balances from the following companies under the same management:

Name of the party

Balance as at

March 31, 2011Rupees

March 31, 2010Rupees

Bennett, Coleman & Company Limited (BCCL) 130,572,015 40,938,607

Alternate Brand Solutions (India) Limited (ABSL) 3,265,221 7,721

Times Internet Limited (TIL) 341,707 1,288,208

Times Business Solutions Limited (TBSL) 317,713 657,491

Times Global Broadcasting Company Limited (TGBCL) 3,420,688 1,090,591

Artha Distribution Services Limited (ADSL) 8,922,580 8,922,580

Total 146,839,924 52,905,198


SCHEDULE 19


Financials


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5. Sundry Creditors

i. Disclosure has been made as per the definition given in the Micro, Small and Medium Enterprises Development Act, 2006. The

Company received information from some of the “suppliers” regarding their status under the Micro, Small and Medium Enterprises

Development Act, 2006 and hence disclosures relating to the amounts as at year end together with interest payable as required

under the Act have been given below:

Particulars March 31, 2011

RupeesMarch 31, 2010

Rupees

i) Payment due as at the year end on account of: – Principal – Interest

136,694—

108,533—

ii) Total Interest paid on all delayed payment during the year — —

iii) Interest due on principal amounts paid beyond the due date during the year but without the interest amount

— —

iv) Interest accrued but not due — —

v) Total Interest due but not paid — —

The information in 5 (i) above and that regarding micro and small enterprises given in Schedule 11 “Current Liabilities” has been

determined to the extent such parties have been identified on the basis of information available with the Company. This has been

relied upon by the auditors.

ii. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

6. Managerial Remuneration

a. Remuneration paid to the Managerial person:

2010-2011

Rupees2009-2010

Rupees

Salaries and Bonus 13,313,491 5,319,416

Contribution to Provident and Other Funds *346,005 1,507,638

Perquisites 25,502 2,744,120

Total 13,684,998@ 9,571,174#

* excludes contribution to gratuity and leave encashment which is based on actuarial valuations done at an overall company level.

@ The current year’s managerial remuneration is for the period beginning from July 1, 2010 and ending March 31, 2011 paid to the Executive Director & Chief Executive Officer of the Company.

# The Previous year’s managerial remuneration is for the six months period ended September 30, 2009 paid to the Managing Director of the Company.

Approval for the appointment and payment of the above remuneration in the previous year to Mr. A. P. Parigi, Managing Director has

been received from the Central Government of India, Ministry of Corporate Affairs vide their letter No. SRN/A/56429632/3/2009-CL.

VII dated October 26, 2009 and A70602552-CL-VII dated April 19, 2010.

b. Director’s Sitting Fees Rupees 910,000 (Previous Year : Rupees 720,000)


SCHEDULE 19


Financials


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c. Computation of Net Profit in accordance with Section 198 of the Companies Act , 1956 :

2010-2011

Rupees 2009-2010

Rupees

Profit before Taxation and Exceptional Items as per Profit and Loss Account 609,734,330 182,748,146

Add / (Deduct) :

Directors’ remuneration 13,684,998 9,571,174

Directors’ Sitting Fees 910,000 720,000

Provision for doubtful debts (net) 101,276,940 153,581,736

Loss on sale / disposal of fixed assets (net) 143,043 6,021,142

Profit on sale of investments (13,442,632) (2,955,230)

Net Profit 712,306,679 349,686,968

Maximum remuneration permissible under the Act at 5% 35,615,334 17,484,348

Remuneration paid to managerial person / Directors’ sitting fees 14,594,998 10,291,174

7 a. Value of Imports calculated on CIF basis:

2010-2011

Rupees

2009-2010

Rupees

Capital goods 4,238,115 933,005

Total 4,238,115 933,005

b. Expenditure in Foreign Currency

2010-2011

Rupees2009-2010

Rupees

Travel 466,962 303,013

Professional Fees 2,581,175 732,139

Others 167,908 294,980

Total 3,216,045 1,330,132

8. Auditors’ Remuneration

2010-2011

Rupees2009-2010

Rupees

As Auditors 2,500,000 2,500,000

Certification Fees 70,000 70,000

Reimbursement of out of pocket expenses 73,248 48,983

Total 2,643,248 2,618,983


SCHEDULE 19


Financials


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9. Details of Current Investments bought and sold during the year

2010-2011

Units2009-2010

Units

HDFC Mutual Fund – Cash Management Fund – Savings Plan – Growth 8,251,427 6,388,631

HDFC Mutual Fund-Cash Management Fund-Treasury Advantage Plan-Wholesale-Growth 5,309,260 6,094,296

HDFC Mutual Fund – Liquid Fund Premium Plus Plan – Growth 5,096,372 —

ICICI Prudential Liquid Super Institutional Plan – Growth 5,478,165 3,099,668

IDFC Cash Fund - Super Institutional Plan C – Growth 13,478,668 —

DSP BlackRock Liquidity Fund - Institutional Plan – Growth 189,823 —

LIC Nomura Mutual Fund – Liquid Fund – Growth Plan 8,373,417 28,218,485

10. One Time Entry Fee (OTEF) and Migration Fee

As per the Frequency Module (FM) broadcasting policy, effective April 1, 2005 the Company was given the option to migrate all its existing

license from Phase I regime to Phase II regime on payment of migration fees. Migration fees for each station was equal to the average

of all successful bids received for that city. The Company had exercised the option and had migrated its licenses for all the seven cities

to Phase II regime by payment of migration fees aggregating Rupees 815,234,695. Migration Fees has remaining amortisation period of

four years.

Further, the Company had participated in second round of bidding and was awarded frequency at 25 locations. The payment made by

the Company to acquire these frequencies (One Time Entry Fees) was Rupees 1,301,000,000. The remaining amortisation period of OTEF

ranges between four and seven years.

Based on the opinion obtained from an independent firm of Chartered Accountants, both Migration Fees and One Time Entry Fees have

been capitalised as Intangible Asset.

11. The Company has classified the various employee benefits provided to employees as under :

I) Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plans - Employers’ Contribution to Employee’s Pension Scheme, 1995.

During the year, the Company has recognised the following amounts in the Profit and Loss Account :

2010-2011

Rupees2009-2010

Rupees

– Employers’ Contribution to Provident Fund* 12,555,624 11,421,584

– Employers’ Contribution to Employee’s Pension Scheme 1995* 4,222,396 4,313,218

– Employers’ Contribution to Employee State Insurance Scheme* 639,610 —

* Included in Contributions to Provident and Other Funds (Refer Schedule 16)


SCHEDULE 19


Financials


HOME

II) Defined Benefit Plans

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was done in respect of the aforesaid Defined Benefit

Plan of gratuity based on the following assumptions:

As at

March 31, 2011As at

March 31, 2010

Discount Rate (per annum) 8.50% 8.00%

Rate of increase in Compensation levels 6.50% 6.50%

A) Changes in the Present Value of Obligation

As at

March 31, 2011

Rupees

As at

March 31, 2010

Rupees

Present Value of Obligation at the beginning of the year 16,630,670 16,845,843

Interest Cost 1,330,454 1,347,667

Past Service Cost — —

Current Service Cost 4,189,797 5,133,082

Curtailment Cost / (Credit) — —

Settlement Cost / (Credit) — —

Benefits Paid (1,331,839) (2,214,244)

Actuarial (gain) / loss on obligations (114,335) (4,584,050)

Effect of transfer in / transfer out (117,702) 102,372

Present Value of Obligation as at the year end 20,587,045 16,630,670

B) Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets

As at

March 31, 2011

Rupees

As at

March 31, 2010

Rupees

Present Value of funded obligation as at the year end — —

Fair Value of Plan Assets as at the end of the year — —

Funded Status — —

Present Value of unfunded Obligation as at the year end 20,587,045 16,630,670

Unrecognised Actuarial (gains) / losses — —

Unfunded (Liability) recognised in Balance Sheet (20,587,045) (16,630,670)


SCHEDULE 19


Financials


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C) Amount recognised in the Balance Sheet

As at

March 31, 2011

Rupees

As at

March 31, 2010

Rupees

Present Value of Defined Benefit Obligation at the end of the year 20,587,045 16,630,670


Liability recognised in the Balance Sheet 20,587,045 16,630,670

D) Expenses recognised in the Profit and Loss Account

2010-2011

Rupees

2009-2010

Rupees



Interest Cost 1,330,454 1,347,667

Expected Return on Plan Assets — —



Effects of transfer in 201,651 677,499

Effects of transfer out (319,353) (575,127)

Net actuarial (gain) / loss recognised in the year (114,335) (4,584,050)

Total Expenses recognised in the Profit and Loss Account 5,288,214 1,999,071

E) Experience Adjustment

2010-2011

Rupees

2009-2010

Rupees

Defined Benefit Obligation 20,587,045 16,630,670

Plan Assets — —

Deficit / Surplus 20,587,045 16,630,670

Experience Adjustment on Plan Liabilities Loss / (Gain) 1,037,081 (4,584,050)

Experience Adjustment on Plan Assets (Gain) / Loss — —

The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and

other relevant factors such as supply and demand in the employment market.

There is no other change in the accounting estimates due to applicability of AS-15 (Revised) as the parameters considered in the

financial year 2010-2011 are same as those considered in the financial year 2009-2010.

III) The liability for leave encashment and compensated absenses as at the year end is Rupees 12,378,764 (Previous Year : Rupees

11,764,713).


SCHEDULE 19


Financials


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12. Segment Information In accordance with Accounting Standard – 17, “Segment Reporting” issued by the Institute of Chartered Accountants of India, the Company’s business segment is radio broadcasting business and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liabilities, total cost incurred to acquire segment assets and total amount of charge for depreciation during the year, is as reflected in the Financial Statements as of and for the year ended March 31, 2011. The Company caters to the needs of the domestic market and hence there are no reportable geographical segments.

13. Related Party Disclosures

a. Parties where control exists Bennett, Coleman & Company Limited (BCCL) – Ultimate Holding Company Times Infotainment Media Limited (TIML) – Holding Company

b. Subsidiary Companies

Alternate Brand Solutions (India) Limited (ABSL) – Subsidiary CompanyTimes Innovative Media Limited (TIM) – Subsidiary Company up to December 29, 2010TIM Delhi Airport Advertising Private Limited (TIMDAA) – A Subsidiary Company of TIM (ceased to be a subsidiary from December

29, 2010)

c. Fellow Subsidiary CompaniesMirchi Movies (India) Limited (MML)Times Internet Limited (TIL)Times Global Broadcasting Company Limited (TGBCL)Times Business Solutions Limited (TBSL)Optimal Media Solutions Limited (OMSL)Times VPL Limited (TVL) [formerly Vijayanand Printers Limited (VAPL)]Vardhaman Publishers Limited (VPL)Artha Distribution Services Limited (ADSL)*Times Innovative Media Limited (TIM) – from December 30, 2010 TIM Delhi Airport Advertising Private Limited (TIMDAA) – from December 30, 2010

d. Other Related Party

Aegon Religare Life Insurance Company (ARLIC)

e. Key Managerial PersonnelChairmanMr. Vineet JainManaging DirectorMr. A. P. Parigi – upto September 30, 2009

Executive Director & Chief Executive OfficerMr. Prashant Panday- Executive Director from July 1, 2010

Non-Executive DirectorsMr. N. KumarMr. Deepak M. Satwalekar - up to March 30, 2011Mr. Ravindra KulkarniMr. Ravindra DhariwalMr. A. P. Parigi - from October 01, 2009Mr. Richard Saldanha - from November 23, 2010

* There are no transactions during the year


SCHEDULE 19


Financials


HOME

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Financials


HOME

g. Details relating to Persons referred to in 13 (e) above

Name of the Person 2010-2011

Rupees2009-2010

Rupees

Mr. A. P. Parigi — 9,571,174

Director’s Sitting Fees 910,000 720,000

Mr. Prashant Panday 18,246,662 10,846,335Total 19,156,662 21,137,509

14. Disclosures for Operating Leases

Disclosures in respect of cancellable agreements for cars, transmission towers, office and residential premises taken on lease:

a. Lease payments recognised in the Profit and Loss Account Rupees 136,769,643 (Previous Year : Rupees 136,974,009).

b. All the agreements provide for early termination by the Company by giving prior notice in writing.

15. Earnings Per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings per share (EPS) is the weighted average number of shares outstanding during

the year.

2010-2011 2009-2010

Profit for the year (Rupees) (A) 522,089,297 178,669,083

Weighted average number of Equity shares (B) 47,670,415 47,670,415

Earnings per share – Basic and Diluted (Rupees) (A/B) 10.95 3.75

Nominal value of an equity share (Rupees) 10 10

16. On December 29, 2010, the Company sold its entire stake in Times Innovative Media Limited (TIM) to Bennett, Coleman & Company Limited

(BCCL). The profit from this sale amounting to Rupees 126,848,239 has been reflected as exceptional items in the financial statements.

17. The Company has a Media Collaboration Arrangement with Bennett, Coleman & Company Limited (BCCL), the ultimate holding company.

This arrangement seeks to expand the advertisement market and inter-alia helps the Company to gain access to certain clients who may

not otherwise advertise in FM radio. The revenues generated from this arrangement were Rupees 167,865,293 (Previous Year : Rupees

144,153,607) in the current year. Subsequently, in view of the uncertainties as to timing and the quantum of the ultimate collection, the

Company has based on the principles of prudence, created a provision for doubtful debts to the extent of Rupees 111,829,272 (Previous

Year : Rupees 127,735,492) in respect of the sales made pursuant to this arrangement.

18. Provision for income tax has been made on the basis of Section 115JB of the Income Tax Act, 1961 (Minimum Alternate Tax).

19. The Honourable Copyright Board (“CRB”) vide its final order dated August 25, 2010 ruled that radio broadcasters will be liable to set

apart 2% of the net advertising earnings of each of their FM radio stations for royalty payment to all the music providers in proportion

to usage. Following a writ petition by the Super Cassettes Industries Limited (“SCIL”), the Honourable Delhi High Court granted stay on

implementation of the aforesaid CRB order against SCIL. Accordingly, w.e.f. August 25, 2010 the Company has accounted the music royalty

for sound recordings provided by all music providers other than the SCIL on a revenue share basis. In the interim, the music royalty for

sound recording provided by SCIL is accounted based on the needle hour rate indicated in the CRB order dated November 19, 2002.


SCHEDULE 19


Financials


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20. As required by the Clause 32 of the listing agreement, the following disclosure is made:

Rupees

Balance as on

March 31, 2011

Maximum

amount

outstanding

during the year

ended March

31, 2011

Balance as on

March 31, 2010

Maximum

amount

outstanding

during the year

ended March

31, 2010

i. Loans and advances in the nature of loans to

subsidiary.

— 16,500,000 195,000,000 195,000,000

ii. Loans and advances in the nature of loans to

associates.

— — — —

iii. Loans and advances in the nature of loans where

there is no repayment schedule, or interest

below rate specified as per Section 372A of the

Companies Act, 1956.

— — — —

iv. Loans and advances in the nature of loans to

firms / companies in which directors are interested.

— — — —

v. Investments by the Loanee in the shares of the

Company as on 31st March, 2011.

— — — —

21. Recoveries deducted from expenses are on account of sharing of common expenses with subsidiaries and Group Companies.

22. Information pursuant to other provisions of Part II of Schedule VI to The Act, is either nil or not applicable to the Company for the year.

23. Previous year’s figures have been regrouped where necessary.

Signatures to Schedules “1” to “19” forming part of the financial statements.




SCHEDULE 19


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Statement pursuant to part IV of the Companies Act, 1956BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I Registration Details Registration No. 11-120516 Balance Sheet Date 31 03 2011 State Code 11 Date Month YearII Capital Raised During the Year (Amount in Rs. Thousands) Public Issue Rights Issue

NIL NIL Bonus Issue Private Placement

NIL NILIII Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities Total Assets

4573782 4573782 Sources of Funds Paid up Capital Reserves and Surplus

476704 3360298 Secured Loans Unsecured Loans

NIL NIL Deferred Tax Liability

88534 Application of Funds Net Fixed Assets Investments

1811643 931003 Net Current Assets Miscellaneous Expenditure

1182890 NIL Accumulated Losses Deferred Tax Assets

NIL NILIV Performance of Company (Amount in Rs. Thousands) Turnover Total Expenditure

2835666 2225931 + – Profit / Loss Before Tax + – Profit / Loss After Tax

¡¡ 736583 ¡¡ 552089 (Please tick appropriate + for Positive, - for Negative) + – Earning Per Share in Rs. Dividend Rate %

¡¡ 10.95 NILV. Generic Names of Three Principal Products / Services of Company (As per monetary terms) Item Code No. (ITC Code) NOT APPLICABLE Product Description NOT APPLICABLE The Company is a service provider and does not deal in any products.

For and on behalf of the Board of Directors Vineet Jain Ravindra Dhariwal Ravindra Kulkarni Chairman Director Director

A. P. Parigi Richard Saldanha Prashant Panday Director Director Executive Director & CEO

N. Subramanian Mehul Shah Group CFO VP - Compliance & Mumbai Company Secretary Dated : May 23, 2011

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Financials


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Auditors’ ReportAuditor’s Report on the Consolidated Financial Statements of Entertainment Network (India) Limited

The Board of Directors of Entertainment Network (India) Limited

1. We have audited the attached consolidated balance sheet of Entertainment Network (India) Limited (the “Company”) and its subsidiaries; hereinafter referred to as the “Group” (refer Note 1(iii) on Schedule 19 to the attached consolidated financial statements) as at March 31, 2011, the related consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of 1 subsidiary included in the consolidated financial statements, which constitute total revenue of Rs. 2,732.3 Lakhs, net profit of Rs. 317.8 Lakhs and net cash flows amounting to Rs. 29.5 Lakhs for the period April 01, 2010 to December 29, 2010. This financial statements and other financial information have been audited by other auditors whose report has been furnished to us, and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditor.

4. We report that the consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements notified under sub-section 3C of Section 211 of the Companies Act, 1956.

5. Based on our audit and on consideration of reports of other auditor on separate financial statements and on the other financial information of the component of the Group as referred to above, and to the best of our information and according to the explanations given to us, in our opinion, the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2011;

(b) in the case of the consolidated Profit and Loss Account, of the profit of the Group for the year ended on that date: and

(c) in the case of the consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For Price Waterhouse & Co. Firm Registration Number: 007567S Chartered Accountants


ENTERTAINMENT NETWORK (INDIA) LIMITED (CONSOLIDATED)

92 ENTERTAINMENT NETWORK (INDIA) LIMITED (CONSOLIDATED)

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CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011

As at As at March 31, 2011 March 31, 2010 Schedule Rupees Rupees Rupees

SOURCES OF FUNDSShareholders’ FundsCapital 1 476,704,150 476,704,150 Reserves and Surplus 2 3,346,673,972 3,490,235,923 Minority Interest — 134,128,971 Loan FundsSecured Loans 3 — 340,053,658 Unsecured Loans 4 — 234,310,693 Deferred Tax Liability (Net) 7 88,534,018 — 3,911,912,140 4,675,433,395 APPLICATION OF FUNDSFixed Assets 5Gross Block 3,683,213,091 4,500,559,099 Less : Depreciation / Amortisation 1,880,240,717 1,822,131,743 Net Block 1,802,972,374 2,678,427,356 Capital Work-in-Progress 11,475,105 38,824,496 1,814,447,479 2,717,251,852 Investments 6 873,404,081 16,500,000 Deferred Tax Assets (Net) 7 — 69,056,656 Current Assets, Loans and Advances Sundry Debtors 8 1,131,635,975 1,406,232,158 Cash and Bank Balances 9 232,851,323 281,189,518 Loans and Advances 10 658,945,000 992,431,092 2,023,432,298 2,679,852,768 Less: Current Liabilities and Provisions 11 Liabilities 764,621,025 1,086,083,458 Provisions 34,750,693 36,451,020 799,371,718 1,122,534,478 Net Current Assets 1,224,060,580 1,557,318,290 Profit and Loss Account Debit Balance — 315,306,597 TOTAL 3,911,912,140 4,675,433,395 Notes to the Consolidated Financial Statements 19 The Schedules referred to herein form an integral part of the Consolidated Balance Sheet.

This is the Consolidated Balance Sheet referred to in our report of even date.



Financials

93ENTERTAINMENT NETWORK (INDIA) LIMITED (CONSOLIDATED)

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

2010-2011 2009-2010 Schedule Rupees Rupees

Income

Sales 12 4,541,663,386 4,221,028,545 Other Income 13 109,583,290 14,352,075 4,651,246,676 4,235,380,620 Expenditure

Production Expenses 14 516,504,907 567,471,184 License Fees 15 1,076,208,404 1,314,955,616 Employee Costs 16 748,672,762 679,632,202 Administration and Other Expenses 17 1,277,934,624 1,221,351,879 Interest - net 18 22,455,812 121,179,038 Depreciation 422,557,804 525,599,783 4,064,334,313 4,430,189,702

Profit / (Loss) Before Exceptional Items and Taxation 586,912,363 (194,809,082)Loss on Sale of Subsidiary (Refer Note 11 on Schedule 19) (177,647,596) - Profit / (Loss) before Taxation 409,264,767 (194,809,082)Provision for Taxation (Refer Note 1(ix) on Schedule 19) – Current Tax 186,174,185 58,100,000 – Minimum Alternate Tax Credit Entitlement (112,997,402) (57,400,000)– Deferred Tax 158,840,605 23,261,038 – Fringe Benefit Tax — (971,215)Profit / (Loss) After Taxation And Before Minority Interest 177,247,379 (217,798,905)Minority Interest (Refer Note 11 on Schedule 19) 5,502,733 (64,584,467)Net Profit / (Loss) 171,744,646 (153,214,438)

Balance Brought Forward (315,306,597) (162,092,159)Transferred pursuant to sale of subsidiary (Refer Note 11 on Schedule 19) 1,605,165,492 —Profit / (Loss) balance carried forward to the Balance Sheet 1,461,603,541 (315,306,597)Earnings Per Share (Refer Note 10 on Schedule 19) – Basic 3.60 (3.21)– Diluted 3.60 (3.21)Notes to the Consolidated Financial Statements 19The Schedules referred to herein form and integral part of the Consolidated Profit and Loss Account.

This is the Consolidated Profit and Loss Account referred to in our report of even date.



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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011. 2010-2011 2009-2010 Rupees Rupees

A) CASH FLOW FROM OPERATING ACTIVITIES : Profit / (Loss) Before Taxation 409,264,767 (194,809,082) Adjustments for : Depreciation and Amortisation 422,557,804 525,599,783 Fixed Assets written off 20,530,310 10,740,734 Loss on Sale of Subsidiary (Refer Note 11 on Schedule 19) 177,647,596 — Interest Income (12,981,294) (13,001,394) Interest Expense 35,437,106 134,180,432 Provision no longer required written back (44,316,555) — Doubtful Advances written off — 13,988,470 Doubtful Deposits written off — 2,264,590 Dividend on investments received (732,781) — Profit on Sale of Fixed Assets (Net) (546,619) (124,181) Profit on Sale of Investments (Net) (14,098,387) (3,533,054) Provision for Doubtful Advances 40,593,526 2,914,162 Provision for doubtful debts written back — (2,000,000) Provision for Doubtful Debts (Net) 160,462,162 224,034,476 Bad Debts written off (Net) 104,813,532 65,142,734 Provision for Retirement Benefits 5,670,139 1,028,938 Operating Profit Before Working Capital Changes 1,304,301,306 766,426,608 Adjustments for changes in working capital : (Increase) in Sundry Debtors (560,399,172) (373,911,581) (Increase) / Decrease in Other receivables (738,727,160) 692,371,553 Increase in Trade and Other payables 302,053,465 256,007,914 Cash generated from operations 307,228,439 1,340,894,494 Taxes paid (net) (173,359,305) (76,334,108) Net Cash from Operating Activities (A) 133,869,134 1,264,560,386 B) CASH FLOW FROM INVESTING ACTIVITIES : Purchase of Fixed Assets (285,219,573) (193,639,332) Movement in Capital Work-in-Progress 24,460,022 97,692,083 Proceeds from Sale of Fixed Assets 879,875 24,757,486 Dividend on investments received 439,381 — Purchase of Investments (2,994,020,360) (1,499,513,812) Proceeds from Sale of Investments 2,151,214,665 1,486,546,866 Proceeds from Sale of Subsidiary 446,848,239 — Interest received 12,981,294 13,001,394 Net Cash used in Investing Activities (B) (642,416,457) (71,155,315)C) CASH FLOW FROM FINANCING ACTIVITIES : Proceeds from Long Term Borrowings: – Payments (34,310,693) (566,355,487) Proceeds from Short Term Borrowings: – Receipts 1,580,296,856 1,420,000,000 – Payments (1,120,000,000) (1,760,000,000) Interest paid (35,490,764) (134,263,403) Share Application money received from minority shareholders (Refer Note 11 on Schedule 19) 127,120,250 — Net Cash Flow from / (used in) Financing Activities (C) 517,615,649 (1,040,618,890) Net Increase in Cash and Cash Equivalents (A+B+C) 9,068,326 152,786,181

Cash and Cash Equivalents as at the beginning of the year 281,189,518 128,403,337 Cash and Cash Equivalents transferred pursuant to Sale of Subsidiary (57,406,521) — Cash and Cash Equivalents as at the end of the year 232,851,323 281,189,518 9,068,326 152,786,181 NOTES ON CASH FLOW STATEMENT :1. Cash and cash equivalents at the end of the year as per Balance Sheet. 232,851,323 281,189,518 232,851,323 281,189,518 2. The above statement has been prepared following the “Indirect Method” as set out in

Accounting Standard 3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India. 3. Previous Year’s figures have been regrouped and rearranged wherever necessary. 4. Cash and Cash Equivalents includes Rupees 76,315,531 (Previous Year : Rupees 78,989,614) which are not available for use by the Company (Refer Schedule 9 in the Financial

Statements). 5. Cash flows in brackets indicate cash outgo.

This is the Consolidated Cash Flow Statement referred to in our report of even date.

For Price Waterhouse & Co. For and on behalf of the Board of Directors

Firm Registration No. 007567S Vineet Jain Ravindra Dhariwal Ravindra Kulkarni

Chartered Accountants Chairman Director Director

Uday Shah A. P. Parigi Richard Saldanha Prashant Panday

Partner Director Director Executive Director & CEOMembership No. F-46061

N. Subramanian Mehul Shah

Group CFO VP - Compliance &Mumbai Company Secretary

Dated : May 23, 2011

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SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011


SCHEDULE 1 : CAPITALAuthorised Capital

120,000,000 (Previous Year : 120,000,000) Equity shares of Rupees 10 each 1,200,000,000 1,200,000,000

Issued and Subscribed47,670,415 (Previous Year : 47,670,415) Equity shares of Rupees 10 each fully paid-up 476,704,150 476,704,150

476,704,150 476,704,150Notes:1. Of the above, 30,526,560 Equity Shares of Rupees 10 each are held

by Times Infotainment Media Limited, the Holding Company and its nominees.

2. Of the above, 3,391,840 Equity Shares of Rupees 10 each are held by Bennett, Coleman & Company Limited, the Ultimate Holding Company.

SCHEDULE 2 : RESERVES AND SURPLUS

Capital Reserve

As per last balance sheet 2,086,092 2,086,092

Less:

Capital Reserve of subsidiary transferred pursuant to sale

(Refer Note 11 on Schedule 19) (2,086,092) —

— 2,086,092

Securities Premium Account

As per last balance sheet 3,488,149,831 3,488,149,831

Less:

Securities Premium of subsidiary transferred pursuant to sale

(Refer Note 11 on Schedule 19) (1,603,079,400) —

1,885,070,431 3,488,149,831

Profit and Loss Account 1,461,603,541 —

3,346,673,972 3,490,235,923

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SCHEDULE 3 : SECURED LOANS

Working Capital Demand Loan from HSBC Bank Limited — 340,000,000

[Repayable within one year Rupees Nil (Previous Year : Rupees 340,000,000)] (Refer Note below)

Interest Accrued and due — 53,658

— 340,053,658 Note:Previous Year’s loan was Secured against creation of charge on first and exclusive charge over present and future plant and machinery, stock of raw material, stock-in-process, stores, semi-finished and finished goods and tools, book-debts, outstanding, monies receivable, claims due to, contract, engagements, securities, bills which are not due and owing or which may at any time hereafter during the continuance of this security become due or owing on loan taken from HSBC Bank Limited.

SCHEDULE 4 : UNSECURED LOANS

From Ultimate Holding Company - Bennett, Coleman & Company Limited — 34,310,693

From Bank — 200,000,000

[Repayable within one year Rupees Nil (Previous Year : Rupees 200,000,000)]

— 234,310,693

SCHEDULE 5 : FIXED ASSETS (Refer Notes 1(v) and (x) on Schedule 19) Rupees

PARTICULARS

GROSS BLOCK DEPRECIATION NET BLOCK

As at April 1, 2010

Additions Deletions Transfer on sale of

Subsidiary*

As at March 31,

2011

As at April 1, 2010

For the Year On Deletions

Transfer on sale of

Subsidiary*

As at March 31,

2011


As at March 31,

2010

Intangible Asset

Computer Software (SAP) 16,907,372 — — — 16,907,372 16,907,372 — — — 16,907,372 — —

Migration Fees # 815,234,695 — — — 815,234,695 407,617,350 81,523,470 — — 489,140,820 326,093,875 407,617,345

One Time Entry Fees # 1,346,855,672 — — — 1,346,855,672 411,208,072 134,685,566 — — 545,893,638 800,962,034 935,647,600

Tangible Asset

Land - Leasehold 2,036,147 — — — 2,036,147 — — — — — 2,036,147 2,036,147

Building 7,578,551 — — — 7,578,551 2,615,477 248,154 — — 2,863,631 4,714,920 4,963,074

Leasehold Improvements 274,626,751 66,644 — 426,480 274,266,915 130,272,054 20,894,582 — 127,803 151,038,833 123,228,082 144,354,697

Plant and Machinery 814,461,839 266,162,909 192,455,142 888,169,606 — 267,786,310 83,142,636 172,525,545 178,403,401 — — 546,675,529

Office Equipment 1,012,730,512 8,097,496 981,027 9,508,165 1,010,338,816 424,096,723 83,290,579 585,839 4,782,601 502,018,862 508,319,954 588,633,789

Computers 168,414,456 7,116,928 2,297,209 6,168,346 167,065,829 130,507,967 15,792,482 1,922,573 4,480,114 139,897,762 27,168,067 37,906,489

Furniture and Fixtures 33,226,478 1,921,549 94,522 1,138,220 33,915,285 25,453,007 2,161,243 51,456 382,574 27,180,220 6,735,065 7,773,471

Motor Vehicles 8,486,626 1,854,047 1,264,004 62,860 9,013,809 5,667,411 819,092 1,142,925 43,999 5,299,579 3,714,230 2,819,215

GRAND TOTAL 4,500,559,099 285,219,573 197,091,904 905,473,677 3,683,213,091 1,822,131,743 422,557,804 176,228,338 188,220,492 1,880,240,717 1,802,972,374 2,678,427,356

Previous Year 4,391,552,372 193,639,332 84,632,605 — 4,500,559,099 1,345,790,526 525,599,783 49,258,566 — 1,822,131,743

Capital Work-in-Progress [Including Capital Advance of Rupees 10,922,919 (Previous Year : Rupees 36,113,872)] 11,475,105 38,824,496

1,814,447,479 2,717,251,852

* (Refer Note 11 on Schedule 19) # (Refer Note 5 on Schedule 19)

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As at As at March 31, 2011 March 31, 2010 Nos. of Units Rupees Nos. of Units Rupees

SCHEDULE 6 : INVESTMENTS(Refer Notes 1(vii) on Schedule 19) Non-Trade, Long Term (Unquoted) at costCapital Gains Bonds :Non-convertible redeemable taxable bonds 500 5,000,000 — —(with benefits u/s 54EC of the Income Tax Act, 1961 for Long Term Capital Gains)

Sub-total (A) 5,000,000 —Non-Trade, Current (Unquoted - Mutual Funds)LIC Mutual Fund-Liquid Fund-Growth, of Rupees 10 each — — 978,468 16,500,000 ICICI Prudential Liquid Super Institutional Plan – Growth, of Rupees 100 each 76,278 11,035,935 — —ICICI Prudential Interval Fund – Monthly Interval Plan - I Institutional Dividend, of Rupees 10 each 9,995,202 99,999,997 — —ICICI Prudential Interval Fund II – Quarterly Interval Plan D-Institutional Dividend, of Rupees 10 each 14,995,951 149,999,999 — —ICICI Prudential Interval Fund IV – Quarterly Interval Plan B – Institutional Dividend, of Rupees 10 each 7,000,000 70,000,000 — —DSP BlackRock FMP - 3M Series 32 - Dividend Payout, of Rupees 10 each 10,000,000 100,000,000 — —IDFC Cash Fund - Super Institutional Plan C – Growth, of Rupees 10 each 7,911,448 93,035,460 — —IDFC Fixed Maturity Quarterly Series 63 - Dividend, of Rupees 10 each 9,000,000 90,000,000 — —HDFC Mutual Fund – Liquid Fund Premium Plus Plan – Growth, of Rupees 10 each 7,329,977 141,681,293 — —Kotak Quarterly Interval Plan Series 1 - Dividend, of Rupees 10 each 10,000,000 100,000,000 — —Reliance Mutual Fund – Cash Plan – Growth Plan, of Rupees 10 each 799,308 12,651,397 — — Sub-total (B) 868,404,081 16,500,000 Total [(A)+ (B)] 873,404,081 16,500,000

Note: Aggregate amount of repurchase price in Mutual Fund Units Rupees 874,244,883 (Previous Year : Rupees 16,501,663).


SCHEDULE 7 : DEFERRED TAX(Refer Note 1(ix) on Schedule 19) Deferred tax assets and liabilities are attributable to the following items: Assets : Provision for Doubtful Debts 96,212,881 64,026,358 Provision for Doubtful Advances 2,076,094 2,124,375 Provision for Leave Encashment 4,111,916 3,998,826 Provision for Gratuity 6,838,502 5,652,765 Unabsorbed Depreciation / Business Losses - 208,972,432 Others 416,368 466,368 109,655,761 285,241,124 Liability: Depreciation 198,189,779 216,184,468 198,189,779 216,184,468

(88,534,018) 69,056,656

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SCHEDULE 8 : SUNDRY DEBTORS(Unsecured)

Debts Outstanding for a period exceeding six months

Considered Good 184,489,603 176,650,461

Considered Doubtful 224,950,611 267,608,603

409,440,214 444,259,064

Other Debts

Considered Good 947,146,372 1,229,581,697


1,019,294,366 1,338,106,791

1,428,734,580 1,782,365,855

Less: Provision For Doubtful Debts (Refer Notes 11 and 12 on Schedule 19) 297,098,605 376,133,697

1,131,635,975 1,406,232,158

SCHEDULE 9 : CASH AND BANK BALANCES

Balance with Scheduled Bank on:

Current Accounts 56,535,792 102,199,904

Short-Term Deposit Accounts (Refer Note below) 176,315,531 178,989,614

232,851,323 281,189,518

Note:Deposits, aggregating Rupees 76,315,531 (Previous Year : Rupees 77,460,084) are lying under lien with Banks; aggregating Rupees Nil (Previous Year: Rupees 437,530) are lying under lien with The Commissioner, Greater Hyderabad Municipal Corporation; aggregating Rupees Nil (Previous Year: Rupees 1,092,000) are lying under lien with Commissioner, Municipal Corporation, Chandigarh.

SCHEDULE 10 : LOANS AND ADVANCES

(Unsecured and Considered Good)

Advances Recoverable in Cash or in Kind or for Value to be Received

Considered Good 173,698,869 354,254,287

Considered Doubtful — 4,414,162

173,698,869 358,668,449

Deposits

Considered Good 130,029,888 305,318,309


136,706,385 311,568,309

Less: Provision For Doubtful Loans, Advances and Deposits 6,676,497 10,664,162

130,029,888 300,904,147

Advance Tax and Tax deducted at Source [Net of Provision 138,218,841 228,858,496

of Rupees 307,133,870 (Previous Year : Rupees 190,711,487)]

Minimum Alternate Tax Credit Entitlement 216,997,402 104,000,000

658,945,000 992,431,092

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SCHEDULE 11 : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Sundry Creditors

- Dues to Micro, Small and Medium Enterprises 136,694 3,121,693

- Others (Refer Note below) 641,299,415 869,053,236

Advance from Customers 43,557,846 42,323,759

Income received in advance 2,877,973 —

Other Liabilities 76,749,097 171,584,770

764,621,025 1,086,083,458

Note:

Payable to Bennett, Coleman & Company Limited, 160,481,178 141,083,437

the Ultimate Holding Company

PROVISIONS

Gratuity (Refer Notes 1(viii) and 6 on Schedule 19) 21,587,753 20,806,953

Leave Encashment (Refer Notes 1(viii) and 6 on Schedule 19) 13,162,940 15,644,067

34,750,693 36,451,020

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SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

2010-2011 2009-2010 Rupees Rupees

SCHEDULE 12 : SALES(Refer Notes 1(iv) and 12 on Schedule 19)

Airtime Sales 2,721,775,174 2,297,439,141

Event Income 336,562,040 362,842,058

Out of Home Media Income 1,483,326,172 1,560,747,346

4,541,663,386 4,221,028,545

SCHEDULE 13 : OTHER INCOME

Profit on Sale of Investments (Net) 14,098,387 3,533,054

Profit on Sale of Fixed Assets (Net) 546,619 124,181

Digital Revenues, Marketing and Sales Commission 31,184,025 6,841,743

Provision for doubtful debts written back — 2,000,000

Provision no longer required written back 44,316,555 454,289

Miscellaneous Income 19,437,704 1,398,808

109,583,290 14,352,075

SCHEDULE 14 : PRODUCTION EXPENSES

Royalty (Refer Note 13 on Schedule 19) 129,066,593 166,741,018

Other Production Expenses 31,880,818 33,042,416

Event Expenses 274,573,482 275,732,149

Out of Home Media Expenses 80,984,014 91,955,601

516,504,907 567,471,184

SCHEDULE 15 : LICENSE FEES

License Fees (Refer Note 1(xii) on Schedule 19) 1,076,208,404 1,314,955,616

1,076,208,404 1,314,955,616

SCHEDULE 16 : EMPLOYEE COSTS

Salaries, Wages and Allowances (Net of Recovery) 685,462,305 618,090,005

Contributions to Provident and Other Funds (Refer Notes 1(viii) and 6 on Schedule 19) 22,183,865 22,688,771

Gratutity (Refer Notes 1(viii) and 6 on Schedule 19) 6,658,048 3,375,836

Welfare Expenses 34,368,544 35,477,590

748,672,762 679,632,202

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SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

2010-2011 2009-2010 Rupees Rupees

SCHEDULE 17 : ADMINISTRATION AND OTHER EXPENSES

Rent (Net of Recovery) 157,299,447 190,351,870

Rates and Taxes 11,702,194 7,013,936

Power and Fuel 115,477,747 133,095,624

Marketing 271,240,910 201,149,722

Travelling and Conveyance (Net of Recovery) 124,710,044 112,083,459

Insurance 3,831,450 4,428,529

Communication 16,027,199 21,216,980

Repairs and Maintenance on:

– Buildings 2,859,726 585,069

– Plant and Machinery 21,108,716 23,291,334

– Others 23,987,727 25,635,842

Legal and Professional Fees 106,575,021 100,924,342

Software Expenses (Refer Note 1(v)(c) on Schedule 19) 26,756,271 23,274,795

Auditors’ Remuneration 3,749,037 3,688,381

Provision for Doubtful Debts (Net) 160,462,162 224,034,476

Provision for Doubtful Advances 40,593,526 2,914,162

Bad Debts written off (Net) 104,813,532 65,142,734

Doubtful Deposits written off — 2,264,590

Directors’ Sitting Fees 1,350,000 720,000

Doubtful Advances written off — 13,988,470

Fixed Assets written off 20,530,310 10,740,734

Miscellaneous Expenses 64,859,605 54,806,830

1,277,934,624 1,221,351,879

SCHEDULE 18 : INTEREST EXPENSES

Interest Expense

On Loan 33,462,684 112,967,504

On Others 1,974,422 21,212,928

35,437,106 134,180,432

Less: Interest Income

On Deposits with banks 7,011,735 7,949,982

On Loans 29,779 —

On Income-Tax Refund 3,885,890 3,193,856

On Others 2,053,890 1,857,556

12,981,294 13,001,394

22,455,812 121,179,038

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SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011 AND CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

SCHEDULE 19

NOTES TO THE FINANCIAL STATEMENTS

1. Significant Accounting Policies

i. Basis of Accounting

The Consolidated Financial Statements of Entertainment Network (India) Limited (“the Company”) and its subsidiary companies,

Times Innovative Media Limited and Alternate Brand Solutions (India) Limited, (collectively referred to as ‘the Group’) are prepared

under the historical cost convention to comply in all material aspects with all the applicable accounting principles in India and the

Accounting Standard 21 on Consolidation of Financial Statements, issued by the Institute of Chartered Accountants of India, to the

extent possible in the same format as that adopted by the Company for its separate financial statements.

ii. Use of Estimates

The preparation of financial statements in accordance with the generally accepted accounting principles requires the Management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities

as at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could

differ from these estimates. Any revision to such accounting estimates is recognised prospectively in the accounting period in which

such revision takes place.

iii. Principles of Consolidation

1. The consolidated financial statements have been prepared on the following basis:

– The financial statements of the Company and its Subsidiary Companies have been combined on a line-by-line basis by

adding together the book values of like items of assets, liabilities, revenues and expenses.

– Intra-group balances and intra-group transactions and resulting profits are eliminated in full.

– The consolidated financial statements have been prepared using uniform accounting policies for like transactions and

other events in similar circumstances and are presented to the extent possible in the same manner as the Company’s

separate financial statements.

2. The subsidiaries considered in the consolidated financial statements are:

Name of the Company Country of Incorporation % voting power

Alternate Brand Solutions (India) Limited (ABSL) as on 31st March 2011 India 100

Times Innovative Media Limited (TIM)* India 83.44

TIM Delhi Airport Advertising Private Limited (TIMDAA)* India 50.01

* Results consolidated till sale on December 29, 2010. (Refer Note 11)

iv. Revenue Recognition

Revenue from radio broadcasting is recognised on an accrual basis on the airing of client’s commercials. The revenue that is

recognised is net of service tax.

Revenue from short period events is recognised according to the completed performance method. Revenue from services provided

over a longer term is recognised when the result of the transactions can be determined with reliability and on the percentage

completed basis. Down payments invoiced before these dates are recorded under prepaid income / customer advances.

Revenue from Outdoor advertising business is recognised on the display of advertisements net of service tax.

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v. Fixed assets and Depreciation

Cost of fixed assets comprises purchase price, duties, levies and any directly attributable cost of bringing the asset to its working

condition and location for the intended use.

Borrowing cost directly attributable to fixed assets which take substantial period of time to get ready for its intended use are

capitalised to the extent they relate to the period till such assets are ready to be put to use.

Advances paid towards the acquisition of fixed assets that are outstanding at each balance sheet date and cost of assets not ready

for their intended use before such date are disclosed as Capital Work-in-Progress.

a. Tangible assets

Tangible fixed assets are stated at cost less accumulated depreciation and impairment losses, if any.

Depreciation on tangible fixed assets is provided on written down value method at the rates and in the manner specified in

Schedule XIV to the Act. The cost of leasehold improvements is amortised over the primary period of lease of the property.

Lease hold land is not amortised since the term of lease is perpetual in nature. Tangible assets individually costing less than

Rupees 5,000 are depreciated fully in the year of purchase.

Plant and machinery in the outdoor business is depreciated over the useful life of the asset, being the period of the respective

underlying contract, on an uniform basis.

b. Intangible assets (other than Software)

Migration fees paid by the Company for existing licenses upon migration to Phase II of the Licensing policy and One Time Entry

Fees paid by the Company for acquiring new licenses have been capitalised as an asset.

The migration fee capitalised is being amortised, with effect from April 1, 2005, equally over a period of ten years, being the

period of the license. One Time Entry Fee will be amortised over a period of ten years, being the period of license, from the date

of operationalisation of the respective stations.

c. Software

i. Software obtained initially together with hardware is capitalised along with the cost of hardware and depreciated in the

same manner as the hardware. All subsequent purchases of software licenses are treated as revenue expenditure and

charged in the year of purchase.

ii. Expenditure on acquired Computer Software (SAP) is recognised as “Intangible Asset” and amortised over a period of

twenty five months. Expenditure on other software where the economic benefit is expected to be more than a year is

amortised.

vi. Foreign Currency Transactions

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction. Gains and losses arising

out of subsequent fluctuations are accounted for on actual payment or realisation. Monetary items denominated in foreign currency

as at the balance sheet date are converted at the exchange rates prevailing on that day. Exchange differences are recognised in the

Profit and Loss Account.

vii. Investments

Investments that are intended to be held for not more than a year are classified as Current investments. All other investments are

termed as Long term investments.


SCHEDULE 19


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Current investments are stated at lower of cost and fair value. Long term investments are stated at cost. However, provision for

diminution in value is made to recognise a decline other than temporary in the value of the long term investments.

viii. Retirement Benefits

a. Short Term Employee Benefits :

The employees of the Company are entitled to leave encashment as per the leave policy of the Company. The liability in

respect of leave encashment which is expected to be encashed / utilised within twelve months after the balance sheet date is

considered to be of short term nature.

b. Long Term Employee Benefits :

Defined Contribution Plans:

The Company has Defined Contribution Plans for post employment benefits such as Provident Fund and Employee’s Pension

Scheme, 1995. Under the Provident Fund Plan, the Company contributes to a Government administered Provident Fund on

behalf of its employees and has no further obligation beyond making its contribution.

The Company contributes to a State Plan namely Employee’s Pension Scheme, 1995 and has no further obligation beyond

making its contribution.

The Company’s contributions to the above funds are charged to revenue every year.

Defined Benefit Plans:

The Company has a Defined Benefit Plan namely Gratuity and Leave Encashment for all its employees. The liabilities in respect

of Leave Encashment which is expected to be encashed / utilised after twelve months from the balance sheet date is considered

to be long term in nature.

Liability for Defined Benefit Plan is provided on the basis of valuations, as at the balance sheet date, carried out by an independent

actuary. The actuarial valuation method used by the independent actuary for measuring the liability is the Projected Unit Credit

Method.

c. Termination benefits are recognised as an expense as and when incurred.

ix. Income Taxes

Tax expense comprises of Current and Deferred tax. Current income tax is measured based on the amount expected to be paid to

the tax authorities in accordance with the Income Tax Act, 1961.

Minimum Alternative Tax (MAT) paid in accordance with tax laws which give rise to future economic benefits in the form of adjustment

to future income tax liability is considered as an asset if there is convincing evidence that the company will pay normal tax in future.

Accordingly, MAT is recognised as an asset in the balance sheet when it is probable that the future economic benefit associated with

it will flow to the company and the asset can be measured reliably.

Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxable

income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realised.


SCHEDULE 19


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x. Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication that asset may be impaired. If any such indication

exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable

amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to

its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Profit and Loss Account. If at the

balance sheet date, there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is

reassessed and the asset is reflected at the recoverable amount.

xi. Provisions and Contingent Liabilities

The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow

of resources and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present date

value and are determined based on best estimates of the amount required to settle the obligation at the balance sheet date. These

are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will

not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of

resources is remote, no provision or disclosure is made.

xii. License Fees

As per the Frequency Module (FM) broadcasting policy, effective April 1, 2005 license fees are charged to revenue at the rate of 4% of

gross revenue for the period or 10% of Reserve One Time Entry Fee (ROTEF) for the concerned city, whichever is higher. Gross Revenue

for this purpose shall mean revenue on the basis of billing rates inclusive of any taxes and without deduction of any discount given

to the advertiser and any commission paid to advertising agencies. Barter advertising contracts shall also be included in the gross

revenue on the basis of relevant billing rates. ROTEF means 25% of highest valid bid in the city.

2. Contingent Liabilities

a. Guarantees issued by banks on behalf of the Group Rupees 15,254,202 (Previous Year : Rupees 7,092,000).

b. Corporate Guarantee issued by the Group to HDFC Bank Rupees Nil (Previous Year : Rupees 200,000,000) and to HSBC Bank Rupees

Nil (Previous Year : Rupees 500,000,000).

3. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account Rupees 933,966 (Previous Year : Rupees 40,547,643) net of

advances of Rupees 10,922,919 (Previous Year : Rupees 36,113,872).


SCHEDULE 19


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4. Managerial Remuneration

a. Remuneration paid to the Managerial Persons:

2010-2011

Rupees2009-2010

Rupees

Salaries and Bonus 26,954,119 16,982,612

Contribution to Provident and Other Funds *722,368 2,013,078

Perquisites 29,697 2,860,952

Total 27,706,184@ 21,856,642#

* excludes contribution to gratuity and leave encashment which is based on actuarial valuations done at an overall company level.

@ The current year’s managerial remuneration includes the remuneration paid to the Executive Director & Chief Executive Officer of

the Company from the date of his appointment (i.e. July 1, 2010) to March 31, 2011.

# The Previous year’s managerial remuneration includes remuneration paid to Mr. A.P.Parigi the Managing Director of the Company

for the six months period ended September 30, 2009.

Approvals for payment of the above remuneration to Mr. A. P. Parigi, Managing Director ENIL in the previous year and Mr. Sunder

Hemrajani, Managing Director TIM have been received from the Central Government of India, Ministry of Corporate Affairs vide letter

no. A70602552-CL-VII dated April 19, 2010 and 12/176/2008-CL.VII dated June 23, 2009, respectively.

b. Director’s Sitting Fees Rupees 1,350,000 (Previous Year : Rupees 720,000)

5. One Time Entry Fee (OTEF) and Migration Fee

As per the Frequency Module (FM) broadcasting policy, effective April 1, 2005 the Company was given the option to migrate all its existing

license from Phase I regime to Phase II regime on payment of migration fees. Migration fees for each station was equal to the average

of all successful bids received for that city. The Company had exercised the option and had migrated its licenses for all the seven cities

to Phase II regime by payment of migration fees aggregating Rupees 815,234,695. Migration Fees has remaining amortisation period of

four years.

Further, the Company had participated in second round of bidding and was awarded frequency at 25 locations. The payment made by

the Company to acquire these frequencies (One Time Entry Fees) was Rupees 1,301,000,000. The remaining amortisation period of OTEF

ranges between four and seven years.

Based on the opinion obtained from an independent firm of Chartered Accountants, both Migration Fees and One Time Entry Fees have

been capitalised as Intangible Asset.


SCHEDULE 19


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6. The Group has classified the various employee benefits provided to employees as under:-

I) Defined Contribution Plans

a. Provident Fund

b. State Defined Contribution Plans - Employers’ Contribution to Employee’s Pension Scheme, 1995.

During the year, the Group has recognised the following amounts in the Profit and Loss Account –

2010-2011

Rupees

2009-2010

Rupees

- Employers’ Contribution to Provident Fund * 16,417,575 17,068,332

- Employers’ Contribution to Employee’s Pension Scheme, 1995 * 5,126,680 5,620,439

- Employers’ Contribution to Employee State Insurance Scheme * 639,610 —

* Included in Contributions to Provident and Other Funds (Refer Schedule 16)

II) Defined Benefit Plans

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was done in respect of the aforesaid Defined Benefit

Plan of gratuity based on the following assumptions:-

As at

March 31, 2011

As at

March 31, 2010

Discount Rate (per annum) 8.25% - 8.50% 8.00%

Rate of increase in Compensation levels 6.50% 6.50%

A) Changes in the Present Value of Obligation

As at

March 31, 2011

Rupees

As at

March 31, 2010

Rupees

Present Value of Obligation at the beginning of the year 20,806,953 21,349,067

Interest Cost 1,601,142 1,707,925





Benefits Paid (2,040,085) (3,917,950)

Actuarial (gain) / loss on obligations (461,374) (5,962,038)

Effect of transfer in / transfer out (3,986,695) —

Present Value of Obligations at the year end 21,587,753 20,806,953


SCHEDULE 19


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B) Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets

As at

March 31, 2011

Rupees

As at

March 31, 2010

Rupees

Present Value of funded obligation as at the year end — —


Funded Status — —

Present Value of unfunded Obligation as at the year end 21,587,753 20,806,953

Unrecognised Actuarial (gains) / losses — —

Unfunded (Liability) recognised in Balance Sheet (21,587,753) (20,806,953)

C) Amount recognised in the Balance Sheet

As at

March 31, 2011

Rupees

As at

March 31, 2010

Rupees

Present Value of Defined Benefit Obligation at the end of the year 21,587,753 20,806,953


Liability recognised in the Balance Sheet 21,587,753 20,806,953

D) Expenses recognised in the Profit and Loss Account

2010-2011

Rupees2009-2010

Rupees



Interest Cost 1,601,142 1,707,925

Expected Return on Plan Assets — —



Effects of transfer in 371,472 1,252,626

Effects of transfer out (521,004) (1,252,626)

Net actuarial (gain) / loss recognised in the year (461,374) (5,962,038)

Total Expenses recognised in the Profit and Loss Account 6,658,048 3,375,836


SCHEDULE 19


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E) Experience Adjustment

2010-2011

Rupees2009-2010

Rupees

Defined Benefit Obligation 21,587,753 20,806,953

Plan Assets — —

Deficit / Surplus 21,587,753 20,806,953

Experience Adjustment on Plan Liabilities (Gain) / Loss 1,209,719 (5,962,038)

Experience Adjustment on Plan Assets (Gain) / Loss — —

The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and

other relevant factors such as supply and demand in the employment market.

There is no other change in the accounting estimates due to applicability of AS-15 (Revised) as the parameters considered in the

financial year 2010-2011 are same as those considered in the financial year 2009-2010.

III) The liability for leave encashment and compensated absences as at the year end is Rupees 13,162,940 (Previous Year : Rupees

15,644,067).

7. Segment Information

(i) Information about Primary Business Segments2010-2011 2009-2010

Radio Brodcasting

Events Outdoors Unallocated

Inter Segment

Eliminations

Total Radio Brodcasting

Events Outdoors Unallocated Inter Segment

Eliminations

Total

Revenue

External 2,797,436,198 337,805,654 1,501,906,437 — — 4,637,148,289 2,304,586,764 364,854,612 1,562,406,190 — — 4,231,847,566

Inter-Segment 3,020,721 72,358,370 2,109,976 — (77,489,067) — 3,870,690 52,346,634 385,000 — (56,602,324) —

Total Revenue 2,800,456,919 410,164,024 1,504,016,413 — (77,489,067) 4,637,148,289 2,308,457,454 417,201,246 1,562,791,190 — (56,602,324) 4,231,847,566

Result

Segment Result 574,525,631 5,460,639 15,283,518 — — 595,269,788 226,587,057 (6,487,388) (297,262,767) — — (77,163,098)

Unallocated Income, net of unallocated expenditure

— — — 14,098,387 — 14,098,387 — — — 3,533,054 — 3,533,054

Interest Expense (Net) — — — (22,455,812) — (22,455,812) — — — (121,179,038) — (121,179,038)

Operating Profit 574,525,631 5,460,639 15,283,518 (8,357,425) — 586,912,363 226,587,057 (6,487,388) (297,262,767) (117,645,984) — (194,809,082)

Exceptional Item — — — (177,647,596) — (177,647,596) — — — — — —

Profit after Exceptional Item 574,525,631 5,460,639 15,283,518 (186,005,021) — 409,264,767 226,587,057 (6,487,388) (297,262,767) (117,645,984) — (194,809,082)

Taxation — — — (232,017,388) — (232,017,388) — — — 22,989,823 — 22,989,823

Profit after taxation 574,525,631 5,460,639 15,283,518 (418,022,409) — 177,247,379 226,587,057 (6,487,388) (297,262,767) (140,635,807) — (217,798,905)

Other Information

Segment Assets 3,752,435,573 219,898,989 — 943,654,081 (95,049,024) 4,820,939,619 3,995,068,335 234,635,806 1,688,962,065 406,750,000 (626,570,462) 5,698,845,744

Segment Liabilities 846,436,439 175,924,082 — — (24,799,024) 997,561,497 1,080,405,812 175,945,223 878,559,652 — (221,827,390) 1,913,083,297

Capital Expenditure 19,076,484 162,714 238,630,984 — — 257,870,182 13,657,866 22,704 82,266,679 — — 95,947,249

Depreciation / Amortisation 335,960,456 2,993,608 85,474,310 — (1,870,570) 422,557,804 369,774,865 4,238,519 153,456,969 — (1,870,570) 525,599,783

Non-Cash Expenses other than Depreciation

— — — — — — — — — — — —


SCHEDULE 19


(Rupees)

Financials


HOME

(ii) Information about Secondary Business Segments

(Rupees)

2010-2011 2009-2010

Particulars India Others Total India Others Total

Revenue from external customers 4,625,545,254 11,603,035 4,637,148,289 4,182,593,200 49,254,366 4,231,847,566

Carrying amount of Segment

Assets

4,820,939,619 — 4,820,939,619 5,698,845,744 — 5,698,845,744

Capital Expenditure 257,870,182 — 257,870,182 95,947,249 — 95,947,249

(iii) Notes:

(i) The Group is organised into three main business segments ‘Radio Broadcasting’ comprising of activities relating to airtime sales,

‘Events’, comprising of activities relating to management of events, creating and marketing media properties and ‘Outdoors’,

comprising of activities relating to advertising on Airports, Bus Queue Shelters, Light Emitting Diode (LED), Metro Stations and

Flyovers. The segments have been identified and reported taking into account the nature of activities and services, the differing

risks and returns, the organisation structure and the internal financial reporting systems.

(ii) Segment revenue in each of the above business segments represents revenue directly attributable to the respective segments.

(iii) The Segment revenue in the geographical segments considered for disclosure are as follows:

(a) Revenue within India includes income from customers located within India and earnings in India.

(b) Revenue outside India represents income from customers located outside India.

(iv) Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the above segments and

amounts allocated on a reasonable basis.

8. Related Party Disclosures

a. Parties where control existsBennett, Coleman & Company Limited (BCCL) - Ultimate Holding Company

Times Infotainment Media Limited (TIML) - Holding Company

b. Fellow Subsidiary Companies

Mirchi Movies (India) Limited (MML)

Times Innovative Media Limited (TIM) – from December 30, 2010

TIM Delhi Airport Advertising Private Limited (TIMDAA) – from December 30, 2010

Times Internet Limited (TIL)

Times Global Broadcasting Company Limited (TGBCL)

Times Business Solutions Limited (TBSL)

Zoom Entertainment Network Limited (ZENL)

Optimal Media Solutions Limited (OMSL)

Times VPL Limited (TVL) formerly Vijayanand Printers Limited (VAPL)

Vardhaman Publishers Limited (VPL)

Banhem Estates & IT Parks Limited (BEIPL)

Artha Distribution Services Limited (ADSL)*


SCHEDULE 19


Financials


HOME

Schedules forming part of the Consolidated Balance Sheet as at March 31, 2011 and Consolidated Profit and Loss Account for the year ended March 31, 2011

SCHEDULE 19


c. Other Related Party where common control exists

Worldwide Media Private Limited (WWM)

Aegon Religare Life Insurance Company (ARLIC)

d. Key Managerial Personnel Chairman

Mr. Vineet Jain

Managing Directors

Mr. A. P. Parigi – ENIL upto September 30, 2009

Mr. Sunder Hemrajani – TIM #

Executive Director & Chief Executive Officer

Mr. Prashant Panday – Executive Director from July 1, 2010

Non – Executive Directors

Mr. Ravindra Dhariwal

Mr. A. P. Parigi – ENIL from October 01, 2009, TIM - Vice-Chairman#

Mr. N. Kumar – TIM Chairman#

Mr. Deepak M. Satwalekar upto March 30, 2011

Mr. Ravindra Kulkarni

Mr. Sivakumar Sundaram

Mr. Jason M. Brown*#

Mr. Vijay Karnani upto October 12, 2009*#

Mr. Bala Naidu from October 20, 2009*#

Mr. Richard Saldanha from November 23, 2010

Mr. Sidharath Kapur*#

Mr. N. Subramanian*#

Mr. Romy Juneja*#

Mr. Nithyanand Appakudal*#

Mr. Gautam Shahane*#

* There are no transactions during the year.# Upto December 29, 2010 (Refer Note 11)

Financials


HOME

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Financials


HOME

f. Details relating to Persons referred to in 8 (d) above:

Name of the Person 2010-2011

Rupees

2009-2010

Rupees

Mr. A. P. Parigi Nil 9,571,174

Mr. Sunder Hemrajani 14,021,186 12,285,468

Mr. Prashant Panday 18,246,662 10,846,335

Directors’ Sitting Fees 1,350,000 720,000

Total 33,617,848 33,422,977

9. Disclosures for Operating Leases

i) Disclosures in respect of cancellable agreements for cars, transmission towers, office and residential premises taken on lease:

a) Lease payments recognised in the Profit and Loss Account Rupees 145,027,265

(Previous Year : Rupees 167,334,047).

b) All the agreements provide for early termination by the company by giving prior notice in writing.

ii) Disclosure in respect of non – cancellable agreements for LED taken on lease:

Lease payments recognised in the Profit and Loss Account (License Fees) Rupees

1,265,863 (Previous Year : Rupees 1,200,000).

10. Earnings Per Share (Basic and Diluted)

ThenumberofsharesusedincomputingBasicEarningspershare(EPS)istheweightedaveragenumberofsharesoutstandingduringtheyear.

2010-2011 2009-2010

Profit / (Loss) after tax and before Minority Interest (Rupees) 177,247,379 (217,798,905)

Minority Interest (Rupees) 5,502,733 (64,584,467)

Profit/ (Loss) attributable to Equity Shareholders of the Company (Rupees) 171,744,646 (153,214,438)

Weighted Average Number of Shares (Nos.) 47,670,415 47,670,415

Earnings per share – Basic and Diluted (Rupees) 3.60 (3.21)

Face Value per share (Rupees) 10 10


SCHEDULE 19


Financials


HOME

11. On December 29, 2010 the Company sold its entire stake in Times Innovative Media Limited (TIM) to Bennett, Coleman and Company

Limited (BCCL). The sale resulted in a loss of Rupees 177,647,596 in the consolidated financial statements and has been reflected as

exceptional item therein. Pursuant to the sale of the subsidiary following assets, liabilities and reserves were transferred:

Particulars Rupees Total Assets 2,491,683,334

Total Liabilities (1,743,334,628)

Net Assets (A) 748,348,706

Minority interest pertaining to TIM (B) 123,852,871

Total assets of TIM pertaining to ENIL transferred (A)-(B) 624,495,835

Transfer of Reserves and Surplus

Securities Premium (1,603,079,400)

Capital Reserve (2,086,092)

Profit and Loss Account Debit Balance 1,605,165,492

12. The Company has a Media Collaboration Arrangement with Bennett, Coleman & Company Limited (BCCL), the ultimate holding company.

This arrangement seeks to expand the advertisement market and inter-alia helps the Company to gain access to certain clients who may

not otherwise advertise in FM radio.

The revenues generated from this arrangement were Rupees 229,935,903 (Previous Year : Rupees 219,730,396) in the current year.

Subsequently, in view of the uncertainties as to timing and the quantum of the ultimate collection, the Company has based on the

principles of prudence, created a provision for doubtful debts to the extent of Rupees 157,317,270 (Previous Year : Rupees 200,154,424)

in respect of the sales made pursuant to this arrangement. The cumulative provision for doubtful debts relating to this arrangement

amounting to Rupees 117,906,930 was transferred pursuant to the sale of the subsidiary.

13. The Honourable Copyright Board (“CRB”) vide its final order dated August 25, 2010 ruled that radio broadcasters will be liable to set

apart 2% of the net advertising earnings of each of their FM radio stations for royalty payment to all the music providers in proportion to

usage. Following a writ petition by the Super Cassettes Industries Limited (“SCIL”), the Honourable Delhi High Court granted stay on the

implementation of the aforesaid CRB order against SCIL. Accordingly, w.e.f. August 25, 2010 the Company has accounted the music royalty

for sound recordings provided by all music providers other than the SCIL on a revenue share basis. In the interim, the music royalty for

sound recording provided by SCIL is accounted based on the needle hour rate indicated in the CRB order dated November 19, 2002.

14. Recoveries deducted from expenses are on account of sharing of common expenses with companies under the same management.

15. Previous year’s figures are not comparable due to sale of the subsidiary.

16. Previous year’s figures have been regrouped where necessary.

Signatures to Schedules “1” to “19” forming part of the financial statements.




SCHEDULE 19


Financials


HOME

Entertainment Network (India) LimitedRegistered Office : Matulya Centre, 4th Floor, A-Wing, Senapati Bapat Marg, Lower Parel (West) Mumbai - 400 013.

ATTENDANCE SLIP

Annual General Meeting on Tuesday, August 30, 2011 at 3.00 p.m. at Y. B. Chavan Auditorium, Gen. Jagannath Bhosale Marg, Next to

Sachivalaya Gymkhana, Near Mantralaya, Nariman Point, Mumbai – 400 021.

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

DP Id* Registered Folio No.

Client Id*

NAME AND ADDRESS OF THE MEMBER:

No. of Share(s) held:

I hereby record my presence at the Twelfth Annual General Meeting of the Company at Y. B. Chavan Auditorium, Gen. Jagannath Bhosale

Marg, Next to Sachivalaya Gymkhana, Near Mantralaya, Nariman Point, Mumbai – 400 021, on Tuesday, August 30, 2011 at 3.00 p.m.

Signature of the Member/Proxy ______________________________

* Applicable for Members holding shares in electronic form.

TEAR HERE

Entertainment Network (India) LimitedRegistered Office : Matulya Centre, 4th Floor, A-Wing, Senapati Bapat Marg, Lower Parel (West) Mumbai - 400 013.

PROXY FORM

DP Id* Registered Folio No.

Client Id*

I/We ...................................................................................................................... of ....................................................................................................

being a Member(s) ENTERTAINMENT NETWORK (INDIA) LIMITED hereby appoint .....................................................................................................

....................................................... of .............................................................................................................................................. or failing him/her

....................................................... of ............................................................................................................... ......................................... as my/our

proxy to vote for me/us and on my/our behalf at the Twelfth Annual General Meeting of the Company to be held on Tuesday, August 30, 2011

at 3.00 p.m. and at any adjournment thereof.

Signed ............................................. 2011. Signature _______________________________________

Place: ..............................................

* Applicable for Members holding shares in electronic form.

Note: The Proxy in order to be effective, should be duly completed, stamped, signed and must be deposited at the Registered Office of the

Company not less than 48 hours before the time for holding the aforesaid Meeting. The Proxy need not be a Member of the Company.

Affix

Re. 1/-

Revenue

Stamp

29

Caution regarding forward-looking statementsThis document contains statements about expected future events, financial and operating results of Entertainment Network

India Limited, which are forwardlooking. By their nature, forward-looking statements require the Company to make

assumptions and are subject to inherent risks and uncertainties. There is significant risk that the assumptions, predictions

and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on

forward-looking statements as a number of factors could cause assumptions, actual future results and events to differ

materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer

and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the management’s discussion

and analysis of the Entertainment India Limited annual report, 2010-11.


2626

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td.

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