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Entertainment Network (India) Ltd.

BSE: 532700 Sector: Media
NSE: ENIL ISIN Code: INE265F01028
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OPEN 810.00
52-Week high
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P/E 98.05
Mkt Cap.(Rs cr) 3,884
Buy Price 814.80
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OPEN 810.00
CLOSE 796.00
52-Week high
52-Week low
P/E 98.05
Mkt Cap.(Rs cr) 3,884
Buy Price 814.80
Buy Qty 72.00
Sell Price 0.00
Sell Qty 0.00

Entertainment Network (India) Ltd. (ENIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Seventeenth Annual Report together withthe audited financial statements of Entertainment Network (India) Limited [‘theCompany’/ ‘ENIL’/ ‘Radio Mirchi’] for the financial year endedMarch 31 2016.

1 Financial Highlights

Amount in Rs.

Standalone Consolidated
Financial Year Financial Year Financial Year Financial Year
2015-16 2014-15 2015-16 2014-15
Total Income 5337176003 4706548014 5337314234 4707588061
Profit before taxation 1481637875 1446093211 1481550729 1446144866
Tax expense 481626202 386372615 481664185 386374869
Profit after taxation 1000011273 1059720596 999886544 1059769997
Profit brought forward 4383854432 3439832942 4384869145 3440798255
Authorised Capital 1200000000 1200000000 1200000000 1200000000
Equity (issued subscribed & paid up share capital) 476704150 476704150 476704150 476704150
Transfer to General Reserve Nil Nil Nil Nil
Adjustments due to change in rates of Depreciation Nil 58324116 Nil 58324117
Proposed dividend (including dividend distribution tax) 57374990 57374990 57374990 57374990
Surplus carried to Balance Sheet 5326490715 4383854432 5327380699 4384869145

2 Financial Performance Operations and state of the Company’s affairs

Your Company retained its position as the market leader in Private FM RadioBroadcasting Industry. Total income of the Company increased from Rs. 4706548014 duringthe previous year to Rs. 5337176003 during the year under review. Profit aftertax was Rs. 1000011273.

On a consolidated basis total income of the Company increased from Rs. 4707588061during the previous year to Rs. 5337314234 during the year under review. Profit aftertax was Rs. 999886544.

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

In July 2015 the Company had received the approval from the Ministry of Information& Broadcasting (MIB) to purchase TVTN’s four radio stations i.e. radio businessin Amritsar Jodhpur Patiala and Shimla. The said purchase was subject to fulfilment ofconditions specified by the MIB execution of relevant documents with TVTN and completionof all other relevant formalities.

In September 2015 the Company had executed a Business Transfer Agreement(‘BTA’) with TVTN to purchase the aforementioned radio business on the terms andconditions stipulated in the BTA. The purchase consideration was Rupees Four Croressubject to closing net working capital adjustments as defined more specifically in the BTAand also payment of migration fees to MIB for migration of the aforesaid four stationsfrom Phase II to Phase III.

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

In the bidding the Company focused on building a strong "2ndfrequency" network in the biggest A+ and A category towns. ENIL has won a 2ndfrequency in Bengaluru Hyderabad Ahmedabad Pune Kanpur Lucknow Jaipur Nagpur andSurat. In addition to acquiring a second channel in the major cities the Company also bidand won important cities that the Company was not already present in. These are Chandigarh(and along with Amritsar and Patiala acquired from TV Today this has made theCompany’s North footprint strong) Guwahati (the gate-way to the North East)Shillong (a buzzing border town) Kochi and Kozhikode (which along with theCompany’s existing Trivandrum are the three biggest cities in Kerala) and Jammu andSrinagar (important border towns). With these seven cities the core Mirchi brand will nowbe available in 43 cities (32 from Phase-2 + 4 acquired from TV Today + these 7).

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

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

The Scheme of Amalgamation and Arrangement (‘Scheme’) of Times InfotainmentMedia Limited [‘TIML’] the holding company of the Company with Bennett Coleman& Company Limited (‘BCCL’) the holding Company of TIML was filed under theCompanies Act 1956. The Scheme was approved by the Hon’ble Bombay High Court videOrder dated July 3 2015 (‘Order’). The Hon’ble Bombay High Court’sapproval was however subject to the approval of the Ministry of Information &Broadcasting Government of India (‘MIB’).

The MIB vide its letter dated April 25 2016 (received by the Company on April 262016) accorded its approval to the change in ownership pattern of the Company under theScheme. Consequently TIML’s entire shareholding in the Company transferred to BCCLand BCCL is the sole promoter shareholder of the Company.

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

3 Dividend

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

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

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

• whose names appear as Members in the Register of Members of the Company as onJuly 27 2016 after giving effect to valid share transfers in physical forms lodged withthe Company/ Registrar & Share Transfer Agents in respect of the shares held inphysical mode.

4 Deposits from public

The Company has not accepted any deposits from public and therefore the detailsrelating the deposits covered under Chapter V of the Companies Act 2013 are not requiredto be furnished.

5 Dir ectors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 read with the applicablerules thereto including any statutory modification(s) or re-enactment thereof for thetime being in force (‘the Act’) Mr. Vineet Jain (DIN: 00003962) retires byrotation at the ensuing AGM and being eligible offers himself for reappointment.

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

On the basis of the approval and recommendation of the Nomination & RemunerationCommittee the Board of Directors of the Company on May 19 2016 unanimously approvedthe reappointment of Mr. Prashant Panday (DIN: 02747925) as the Managing Director &Chief Executive Officer (‘MD & CEO’) pursuant to the provisions of sections152 196 197 203 read with Schedule V and all other applicable provisions of theCompanies Act 2013 and all applicable rules made under the Companies Act 2013 (includingany statutory modification(s) or re-enactment thereof from time to time) (hereinafterreferred to as ‘the Act’) for a period of 5 (five) years commencing from July1 2016 and ending on June 30 2021. The aforesaid reappointment is on a continuationbasis without any interruption/ break in the service and is subject to the approvalsconsents permissions sanctions and the like of the Members of the Company and all otherconcerned statutory and other authorities if and to the extent applicable and required.His term of office shall be liable to retire by rotation. Terms conditions of hisreappointment including remuneration and all other relevant details have been furnished inthe Notice convening this AGM.

The Company has received the declarations from all the Independent Directors of theCompany pursuant to the provisions of Section 149 and all other applicable provisions ofthe Act stating that they meet the criteria of independence as provided under the Act andthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 [‘Listing Regulations’] and that they are notdisqualified to become directors under the Act; and in the opinion of the Board ofDirectors all the Independent Directors fulfill the criteria of independence as providedunder the Act rules made thereunder read with the Listing Regulations and that they areindependent of the management.

Brief resume of the directors proposed to be reappointed relevant informationincluding nature of their expertise in specific functional areas qualifications terms ofappointment details of remuneration names of the companies in which they holddirectorships and the memberships/ chairmanships of Committees of the Board theirshareholding in the Company etc. as stipulated under the Listing Regulations andSecretarial Standards have been furnished separately in the Notice convening the AGM readwith the Annexure thereto forming part of this Report.

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

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

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

• Mr. Prashant Panday: Managing Director & CEO

• Mr. N. Subramanian: Group CFO

• Mr. Mehul Shah: SVP Compliance & Company Secretary

6 Board Evaluation

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

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

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

7 Boar d Familiarization Program

At the time of appointment of new director through the induction process he/ she isfamiliarized with the Company director’s roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. Detailed presentations are made before the Board Members at the Board andits Committee meetings covering various areas including business strategy brandingprogramming financial performance and forecast compliances/ regulatory updates auditreports risk assessment and mitigation etc. The details of the familiarization programare available on the Company’s website at: at web link:

8 P olicy on directors’ appointment and remuneration

The Company’s Policy on the Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters as provided under Section 178 of the Act is annexed to this Report at theNomination & Remuneration Policy and appended as Annexure A to this Report.

9 Audit Committee

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

10 Vigil Mechanism

The Company has a ‘Whistle Blower Policy’ / ‘Vigil Mechanism’ inplace. The objective of the Vigil Mechanism is to provide the employees directorscustomers vendors contractors and other stakeholders of /in the Company an impartial andfair avenue to raise concerns and seek their redressal in line with the Company’scommitment to the highest possible standards of ethical moral and legal business conductand fair deal to all its stakeholders and constituents and its commitment to opencommunication channels. The Company is also committed to provide requisite safeguards forthe protection of the persons who raise such concerns from reprisals or victimization forwhistle blowing in good faith. The Board of Directors affirms and confirms that nopersonnel has been denied access to the Audit Committee. The Policy contains the provisionfor direct access to the chairperson of the Audit Committee in appropriate or exceptionalcases. Whistle Blower Policy/ Vigil Mechanism is available on the Company’s websiteat: at

11 CSR Committee

The constitution composition quorum requirements terms of reference role powersrights obligations of ‘Corporate Social Responsibility Committee [CSRCommittee]’ are in conformity with the provisions of Section 135 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 and all other applicable rules made under theCompanies Act 2013 (including any statutory modification(s) or re-enactment or amendmentsthereof).

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

• Mr. Vineet Jain (Non- Executive Director)

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

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

• Mr. Prashant Panday (Managing Director & CEO)

During the financial year under review the Committee met four times i.e. on May 192015; August 4 2015; October 26 2015; and February 8 2016.

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

• f ormulate and recommend to the Board of Directors (Board) a Corporate SocialResponsibility (CSR) Policy which shall indicate the activities to be undertaken by theCompany as specified in Schedule VII of the Companies Act 2013

• approve CSR activities

• recommend to the Board the amount of expenditure to be incurred on the CSRactivities

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

• ins titute a transparent monitoring for implementation of the CSR projects orprograms or activities undertaken by the Company

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

CSR Policy development and implementation:

The CSR Policy is available on the Company’s website at policies-code-of-conduct.php

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

12 Nomination and Remuneration Committee

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

13 St akeholders Relationship Committee

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

14 Audit Report

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

15 Auditors

At the 15th AGM held on August 12 2014 the Members had approved theappointment of S. R. Batliboi & Associates LLP Chartered Accountants (ICAI FirmRegistration number - 101049W/ E300004) as the statutory auditors of the Company to holdthe office from the conclusion of the 15th AGM till the conclusion of the sixthconsecutive AGM (with the meeting wherein such appointment has been made being counted asthe first meeting). As per the provisions of Section 139 of the Act the Company shallplace the matter relating to such appointment for ratification by members at every AGM.Accordingly the appointment of S. R. Batliboi & Associates LLP CharteredAccountants as the statutory auditors of the Company is placed for ratification by themembers of the Company.

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

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

16 Secr etarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & AssociatesCompany Secretaries (C. P. No: 2285) to conduct Secretarial Audit for the financial year2015-16. The Secretarial Audit Report for the financial year ended March 31 2016 isappended as Annexure C to this Report.

The Secretarial Audit Report dated May 19 2016 contains one qualification for notappointing a woman director as per the provisions of Section 149 of the Companies Act2013 during the financial year under review. The Company wishes to place on record that awoman director (Ms. Vibha Paul Rishi) was on the Board since August 2012. As per therelevant regulatory policy applicable to the Company she resigned from the Boardeffective from March 5 2015. As per the provisions of section 149 of the Companies Act2013 read with the applicable rules thereto any intermittent vacancy of a woman directorshall be filled- up by the Board at the earliest but not later than the immediate nextBoard meeting or three months from the date of such vacancy whichever is later.

The Board of Directors at their meeting held on May 19 2015 had proposed theappointment of Ms. Punita Lal (DIN: 03412604) as an Independent Director of the Company.The Company in compliance with the applicable regulatory requirements requiring it toobtain prior permission of the Ministry of Information & Broadcasting(‘MIB’) for any appointment of director to its Board of Directors duly appliedto the MIB on June 1

2015. MIB vide its letter dated February 5 2016 conveyed its approval for Ms.Lal’s appointment as a Director. Members of the Company have approved the appointmentof Ms. Punita Lal (DIN: 03412604) as the Independent Non-executive Director of the Companythrough postal ballot voting process. Her appointment as the Independent Non-executiveDirector is for a term of five consecutive years commencing from March 28 2016. Witheffect from March 28 2016 the Company is in compliance with the requirements of theCompanies Act 2013 and Listing Regulations relating to the composition of the Board ofDirectors.

17 Cos t Auditor and report

The Board of Directors on recommendation of the Audit Committee and pursuant toSection 148 and all other applicable provisions of the Act read with the Companies (Auditand Auditors) Rules 2014 and all other applicable rules made under the Act (including anystatutory modification(s) or re-enactment thereof for the time being in force) hasapproved the appointment and remuneration of the Cost Auditors M/s. R. Nanabhoy &Co. Cost Accountants (Firm registration number- 00010) to conduct the audit of the costrecords of the Company for the financial year ending on March 31 2017. The aforesaidappointment of M/s. R. Nanabhoy & Co. is subject to the relevant notificationsorders rules circulars etc. issued by the Ministry of Corporate Affairs and otherregulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy& Co. shall be Rs. 450000 (Rupees four lacs fifty thousand only) plus out of pocketexpenses and applicable taxes for the aforesaid audit. The remuneration payable to theCost Auditors is required to be ratified subsequently by the shareholders. Accordinglyconsent of the members has been sought for passing the resolution as set out at Item No. 6of the Notice convening the AGM for ratification of the remuneration payable to the CostAuditors for the financial year ending on March 31 2017.

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

18 Conserv ation of energy Technology absorption and Foreign exchange earningsand Outgo

The Company is in the business of Private

FM Radio Broadcasting. Hence most of the information required to be provided relatingto the Conservation of energy and Technology absorption is not applicable.

However the information as applicable is given hereunder:

i) Conservation of energy:

The operations of the Company are not energy intensive. Nevertheless continuousefforts such as installation of energy efficient electronic devices implementation ofSOPs etc. aimed at reducing energy consumption are being made by the Company and itsemployees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

• The efforts made towards technology absorption and benefits derived like productimprovement cost reduction product development or import substitution:

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

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

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

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

• The expenditure incurred on Research & Development (R & D): Forayin the

Digital Space:

We have strengthened our presence and now stream 14 radio stations with many more inthe pipeline. We have launched regional online radio stations too - in Tamil TeluguPunjabi to diversify our appeal. Our partnership with Gaana is helping us get a worldclass technology and marketing infrastructure to reach our online consumers. We have plansfor strengthening our online presence through a refresh of our website and development ofnew apps. We now stream more than 8Mn video views a month on our YouTube channel.

iii) Foreign exchange earnings and outgo:

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

Amount in Rs.

Financial Year Financial Year
2015-2016 2014-2015
Foreign exchange earnings 56684997 47964561
Foreign exchange outgo 64831617 4145846

19 Particulars of Employees

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

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

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other relevant particulars of the employees drawingremuneration in excess of the limits set out in the said rules forms part of the AnnualReport. As per the first proviso to Section 136(1) of the Act the Annual Report excludingthe aforesaid information is being sent to the members of the Company. The saidinformation is made available for inspection at the Registered Office and Corporate Officeof the Company during working hours for a period of 21 days before the date of AGM. Anymember interested in obtaining such informationmaywritetotheCompanySecretaryand the samewill be furnished on request. The Annual Report is available on the Company’s websiteat:

20 Extract of Annual Return

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

21 Share Capital & Listing of Securities

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

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

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

• any Sweat Equity Shares.

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

22 Management Discussion and Analysis Report

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

23 Business Responsibility Report

As per the amendment in the Regulation 34 of the Listing Regulations notified onDecember 22 2015 the requirement of mandatory reporting of Business ResponsibilityReport in the Annual Report has been raised from top hundred to top five hundredlisted entities based on market capitalization and said notification is applicableeffective from April 1 2016 and should form part of the Annual Report for the financialyear 2016-17 onwards. As a matter of proactive corporate governance compliance theCompany has voluntarily published a separate

Business Responsibility Report (‘BRR’) for the

financial year under review as stipulated under Regulation 34 of the ListingRegulations. BRR is in line with the key principles stated in the ‘National VoluntaryGuidelines on Social Environmental and Economic Responsibilities of Business’ framedby the Ministry of Corporate Affairs.

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

24 Corporate Governance

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

25 Directors’ Responsibility Statement

Pursuant to the provisions of Section 134 of the Act the Directors hereby confirmthat:

a) in the preparation of the annual accounts for the financial year ended on March 312016 the applicable accounting standards have been followed and that there are nomaterial departures from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on March 312016 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and f) they have devised propersystems to ensure compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively.

26 Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during thefinancial year under review with related parties were in the ordinary course of businessand on an arm’s length basis. During the financial year under review the Company hasnot entered into any contract / arrangement / transaction with related parties which couldbe considered material in accordance with the Company’s Policy on materiality ofrelated party transactions. Since no Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by the Company the disclosureof Related Party Transactions as required under Section 134(3) (h) of the Act in the FormAOC 2 is not applicable.

The Company’s Policy on Materiality of related party transactions and dealing withrelated party transactions is available on the Company’s website at:

The related party transactions are entered into based on business exigencies such assynergy in operations profitability market share enhancement etc. and are intended tofurther the Company’s interests. In accordance with the applicable accountingstandards transactions with related parties are furnished in the financial statements.

27 Particulars of loans given investment made guarantees given and securitiesprovided

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

28 Risk Management

The Board of Directors is entrusted with various key functions including framingimplementing and monitoring the risk management plan for the Company; ensuring theintegrity of the Company’s accounting and financial reporting systems including theindependent audit and that appropriate systems of control are in place in particularsystems for risk management financial and operational control and compliance with thelaws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the EnterpriseRisk Management framework and also established related procedures to inform BoardMembers about the risk assessment and minimization procedures. Major risks are identifiedadequately mitigated continuously and the same are reported to the Audit Committee andBoard of Directors along with the action taken report. Risk Management Policyenvisages assessment of strategy risk operational risk financial risk regulatory riskhuman resource risk technological risk.

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

The Audit Committee reviews adequacy and effectiveness of the Company’s internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company’s Risk Management policies systemsand procedures. Internal Audit function is entrusted to KPMG- the independent InternalAuditors. Internal Audit covers all the radio stations at pan India level and corporateoffice as per the annual audit plan approved by the Audit Committee. Internal Audit reportis presented to the Audit Committee on regular basis and the Chairman of the AuditCommittee briefs the Board of Directors about the same.

29 Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company’s internal control systems including internalfinancial controls are commensurate with the nature of its business and the size andcomplexity of its operations and same are adequate and operating effectively. Thesesystems are periodically tested and no reportable material weakness in the design oroperation was observed. The Audit Committee reviews adequacy and effectiveness of theCompany’s internal control system including internal financial controls.

30 Consolidated Financial Statements

In accordance with the Companies Act 2013 and applicable accounting standard theaudited Consolidated Financial Statements are provided and forms part of the AnnualReport.

31 Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company’s wholly ownedsubsidiary since 2007. ABSL recorded a total income of Rs. 138231 during the financialyear 2015-16. Loss after Tax stood at Rs. 134671 for the financial year under review.

As per Section 129 of the Companies Act 2013 separate statement containing thesalient features of the financial statements of the Subsidiary Company are attached alongwith the financial statements in the prescribed Form AOC-1. The Company does not have anyassociate company or joint venture.

The Company shall make available the financial statements and the related detailedinformation of its subsidiary to any Member of the Company or its subsidiary who may beinterested in obtaining the same at any point of time and same is also available on thewebsite: These documents will also be available forinspection during business hours at the Registered Office and Corporate Office of theCompany. The Consolidated Financial Statements presented by the Company include financialresults of its Subsidiary Company.

The audited financial statements including consolidated financial statements and allother relevant documents required to be attached thereto are available on theCompany’s website:

The Policy for determining material subsidiaries is available on the Company’swebsite: at

32 Significant or material order

During the financial year under review no significant and material orders were passedby the regulators or courts or tribunals impacting the going concern status and theCompany’s operations in future.

33 Disclosure under the Sexual Harassment Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. During the financial year under review fourcomplaints pertaining to sexual harassment were reported to the Internal ComplaintsCommittee of the Company. After detailed investigation and following due procedure underthe applicable law guidelines and regulations the said complaints were appropriatelydealt with during the financial year under review and appropriate action was taken.

34 Acknowledgements

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

For and on behalf of the Board of Directors


Vineet Jain


(DIN: 00003962)

Mumbai May 19 2016

Registered Office:

Entertainment Network (India) Limited

CIN: L92140MH1999PLC120516

4th Floor A-Wing Matulya Centre

Senapati Bapat Marg Lower Parel (West)

Mumbai - 400 013.

Annexure A to the Directors’ Report

Nomination & Remuneration Policy:


The Policy on Nomination and Remuneration of Directors Key Managerial PersonnelSenior Management and other employees was formulated approved and adopted by the Board ofDirectors based on the recommendation of the Nomination and Remuneration Committee (‘Committee’).The features of the Policy are as under:

1. Appointment / Nomination criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualification backgroundstanding in profession positive attributes expertise and experience of the person forappointment as a director and will conduct evaluation of candidates in accordance with aprocess that it sees fit and appropriate and recommend to the Board his / her appointment.

b) A person should possess relevant qualification expertise and experience for theposition he / she is considered for appointment as a director. The Committee has thediscretion to decide whether qualification expertise and experience possessed by a personare sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as whole-timedirector or managing director who has attained the age of seventy years. Provided that theterm of the person holding this position may be extended beyond the age of seventy yearswith the approval of the Members by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

d) In addition to the above the Independent Director shall fulfil all the criteria ofindependence as laid down in the Companies Act 2013 and the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015[‘Listing Regulations’]. The Independent Director shall adhere to the ScheduleIV [‘Code for Independent Directors’] of the Companies Act 2013. Everyindependent director shall at the first meeting of the Board in which he participates as adirector and thereafter at the first meeting of the Board in every financial year orwhenever there is any change in the circumstances which may affect his status as anindependent director give a declaration that he meets the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and the ListingRegulations.

2. Performance evaluation criteria

Performance evaluation of every director KMP Senior Management Personnel and otheremployees shall be carried out based on detailed performance parameters. Usefulness andrelevance of such performance parameters shall be evaluated on regular basis. Theperformance parameters / criteria includes but not limited to the following:

• Integrity

• Qualifications academic profile experience and expertise

• Responsibilities

• Inquiringattitudeobjectivityandindependence

• Judgment

• Leadership qualities

• Professional and business standing

• Ability to take constructive stands when necessary

• Understanding of the Company’s business and engagement level

• Understanding and commitment to duties and responsibilities

• Willingness to devote the time needed to prepare for and participate indeliberations

• Responsiveness (timeliness and quality)

• Approach to conflict and whether the conflict is constructive and productive

• Achievement of set targets/ Key Result Areas (KRAs) (for KMP Senior ManagementPersonnel and other employees)

3. Remuneration Policy

The Company has adopted the Remuneration Policy for its directors KMP and otheremployees keeping in view the following guidelines:

• The Remuneration Policy followed by the Company rewards employees based on theaforesaid performance evaluation criteria. Through this Policy the Company endeavors toattract retain develop and motivate its highly skilled and dedicated workforce. TheCompany follows a compensation mix of fixed pay and performance based pay.

• The Remuneration Policy shall be simple open and transparent.

• The level and composition of remuneration shall be reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully.

• Relationship of remuneration to performance shall be clear and meets appropriateperformance benchmarks.

• Remuneration to directors KMP and senior management shall involve a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the Company and its goals.

4. Remuneration to Managing Director Whole-time/ Executive Director(s) KMPSenior Management Personnel and other employees


The Company follows a remuneration/ compensation mix of fixed pay and performance basedpay. The Managing Director Whole-time / Executive Director(s) KMP and Senior ManagementPersonnel shall be eligible for a monthly remuneration allowances performance bonus/incentive profit based remuneration etc. as may be approved by the Board on therecommendation of the Committee. The breakup of the pay scale and quantum of perquisitesincluding employer’s contribution to provident fund pension scheme medicalexpenses club fees etc. shall be decided and approved by the Board on the recommendationof the Committee and approved by the shareholders and Central Government if and to theextent required. Payment of managerial remuneration shall be pursuant to the provisions ofSection 197 and all other applicable provisions of the Companies Act 2013.

Remuneration payable to other employees shall be based on the performance evaluationcriteria set out above.

5. Remuneration to Non- Executive / Independent Director


Non- Executive / Independent Directors may be paid managerial remuneration (includingremuneration as a percentage to the net profits) pursuant to the provisions of Section 197and all other applicable provisions of the Companies Act 2013.

Sitting Fees:

The Non- Executive / Independent Directors may receive remuneration by way of fees forattending meetings of Board or Committee(s) thereof and in line with the applicableprovisions of the Companies Act 2013.

For and on behalf of the Board of Directors


Vineet Jain


(DIN: 00003962)

Mumbai May 19 2016