Entertainment Network (India) Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the Nineteenth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [‘the Company/ ‘ENIL/ ‘Radio Mirchi] for the financial year ended March 31, 2018.

The financial statements for the year ended March 31, 2018 are prepared under Indian Accounting Standards (Ind

AS). The Company has adopted all the applicable Ind AS standards and the adoption was carried out in accordance with Ind AS 101.

1. Financial Highlights

Rs in lakhs

Standalone

Consolidated

Financial Year 2017-18

Financial Year 2016-17

Financial Year 2017-18

Financial Year 2016-17

Total Income

54,590.52

57,537.10

54,652.33

57,606.07

Profit before taxation

6,149.32

7,831.22

6,208.79

7,896.17

Tax expense

2,633.43

2,383.82

2,644.80

2,379.21

Profit after taxation

3,515.89

5,447.40

3,563.99

5,516.96

Other comprehensive income net of tax

17.45

(48.76)

17.45

(48.76)

Total Comprehensive Income

3,533.34

5,398.64

3,581.44

5,468.20

Profit brought forward

61,847.42

57,022.53

62,119.63

57,225.19

Authorised Capital

12,000.00

12,000.00

12,000.00

12,000.00

Equity (issued, subscribed & paid up share capital)

4,767.04

4,767.04

4,767.04

4,767.04

Transfer to General Reserve

Nil

Nil

Nil

Nil

Adjustments due to change in rates of

Nil

Nil

Nil

Nil

Depreciation
Dividend paid (including dividend distribution tax)

573.75

573.75

573.75

573.75

Surplus carried to Balance Sheet

64,807.01

61,847.42

65,127.32

62,119.63

2. Financial Performance, Operations and the state of the Companys affairs

Total income of the Company decreased from

Rs 57,537.10 lakhs during the previous year to

Rs 54,590.52 lakhs during the year under review.

Profit after tax was Rs 3,515.89 lakhs.

On a consolidated basis, total income of the Company decreased from Rs 57,606.07 lakhs during the previous year to Rs 54,652.33 lakhs during the year under review. Profit after tax wasRs 3,563.99 lakhs.

In January 2018, the Company issued Unsecured Commercial Papers (CPs). The amount raised through issuance of CPs was Rs 102.6 crores. The CPs have a tenor of 364 days and will mature in January 2019. The maturity value of CPs is Rs 110 crores. The effective yield of the CPs is 7.2% per annum. Proceeds from these CPs were used for repayment of other CPs that fell due for repayment in January 2018.

FY18 results were hit by the temporarily adverse effects of some of the Government of Indias initiatives. First there was Real Estate (Regulation

& Development) Act 2016, which brought into existence a Real Estate Regulatory and Development authority in each state. RERA was established to protect the interests of buyers as well as provide a way to resolve conflicts. Builders were expected to register their properties with RERA. Till the builders were able to do so, they were unable to advertise. As a result, radio suffered quite a lot. Then there was the GST which came into effect on July 1, 2017.

While the long-term benefits of GST are well known, in the short run GST created significant in the media markets. Distributors of consumer products destocked in the months leading up to the GST launch. In the months after the launch, there was some confusion about the new tax system. GST was a complicated tax system requiring tax registration in each state of operation. Businesses were required to file Exporters who were not paying indirect taxes on inputs before GST, suddenly found themselves having to pay those taxes and thereafter claim refunds. Unfortunately, the refunds took time in coming. All of this led to a temporary slowdown in the economy and that affected adversely your

Companys revenues and profits. Fortunately, most of these initial hiccups are now behind us.

During the year, your Company decided to reduce ad volumes in response to listener feedback that all radio players were playing too many ads. In FY18, we reduced our ad volumes by about 15% compared to the previous year. When we cut volumes, we requested our clients and agencies for a price increase. We partially succeeded in this. Our pricing for the year increased by 5.5%.

During the year, the Phase-3 stations launched earlier grew rapidly. Revenues of Phase-3 stations more than doubled. This was in line with our expectations. During the year, we focused on better programming and spending on marketing. We did research to track the performance of the new stations. We made corrections as required.

We adopted a strict ad volume cap of 10 minutes in all our new Phase-3 stations. This had multiple benefits. One, it improved the listenership experience and so, grew the reach and popularity of the channels. Second, it gave us a good selling story to go to our advertisers. Third, it helped us keep our prices high. Even though we got few ads in the beginning, the market accepted our pricing once they heard our product and saw the marketing support. Fourth, and most importantly, because we did not undercut our competitors pricing, they were able to fend off a price cut. This helped stabilize and in fact, build the market.

Your Company also helped improve the business of Ishq FM, the three metro stations (New Delhi, Mumbai and Kolkata) that belong to TV Today Network Limited (‘TVTNL). As you may know, your Company has an Advertising Sales Agreement with TVTNL for these three stations. The programming and marketing inputs provided by TVTNL, coupled with the sales push by your Company, led the business of these three stations to grow by a very impressive 168%. During the year, we focused on improving the margins of our non-radio business. Over the year, the non-radio business has grown to nearly 30% of our total revenues. Because of our efforts, the multiple returns every month.gross margins improved from 19% to 24% in FY18. The improvement of the margin was because of tighter control on production costs of the events, as well as better revenue realization. In March 2018, the Company entered into a non-binding memorandum of understanding with TVTNL, for the proposed acquisition of the radio business of TVTNL, comprising of three radio stations in New Delhi, Mumbai and Kolkata currently operated under the frequency 104.8FM and ‘ISHQ 104.8FM brand name. In April 2018, once the 3-year lock-in period provided under Phase-3 policy was over, TVTNL made a joint application with the Company to the Ministry of Information & Broadcasting (MIB) for acquisition of the Radio Business of the aforesaid radio stations. The Company is awaiting the MIBs response to the application.

As you may remember, your Company entered the UAE six years ago with a brand licensing agreement with the Abu Dhabi Media Corporation (ADMC). Since then, your Company has provided great programming content to them. In the initial years, we won the prestigious Masala Awards several years in a row – for the best Hindi radio station. However, given the listenership research methodology which favours older stations, we were unable to achieve listenership lead for long. Finally, in the Q4 2017 wave, Nielsen declared Radio Mirchi as the number 1 radio broadcaster in the whole of the UAE. Your brand is the leader across all languages including the local language, Arabic. On the back of the success in the UAE, your Company has now entered Bahrain in March 2018 by entering into a strategic Brand and Content License Agreement with Adline Media FZ LLC. Adline Media is a multi-platform media organization and is in the business of media sales and management. As a part of the business arrangement, the Company has been providing advisory services to Adline Media for launch of a radio station in the Kingdom of the Bahrain. At the end of FY18, your Company is poised to return to the path of growth.

There were no other material changes and commitments affecting the financial position of the

Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this

Report.

3. Transfer to reserves

The Company does not propose to transfer any amount to General Reserve out of the amount available for appropriations.

4. Dividend

Your Directors are pleased to recommend a dividend @ 10 % i.e. Rs 1.00 (Rupee one only) per equity share of Rs 10/- each for the financial year ended March 31, 2018, aggregating Rs 574.69 lakhs including dividend distribution tax of Rs 97.99 lakhs.

The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

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

whose names appear as beneficial owners as at the end of the business hours on

September 19, 2018 in the list of the Beneficial

Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and whose names appear as Members in the Register of Members of the Company as on September 19, 2018 after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

5. Deposits from public

The Company has not accepted any deposit from the public / members under Section 73 of the

Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Consequently, there is no requirement of furnishing details related to deposit covered under Chapter V of the Companies Act, 2013.

6. Directors and Key Managerial Personnel

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

Ms. Punita Lal (DIN - 03412604), Independent &

Non -executive Director, resigned from the Board of Directors of the Company with effect from November 15, 2017 due to personal commitments and other pre-occupations. The Board of Directors places on record their appreciation for the valuable contributions made by Ms. Punita Lal. Based on the recommendation from the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Sukanya Kripalu (DIN: 06994202) as an Additional Director

(Independent Non- Executive Director) for a term of five consecutive years commencing from May 23,

2018 to May 22, 2023, not liable to retire by rotation, in terms of sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013

(‘the Act) (including any statutory modification(s) or re-enactment thereof for the time being in force), subject to the approval of the Members.

Securities and Exchange Board of India (‘SEBI) has vide its Notification No. SEBI/LAD-NRO/

GN/2018/10 dated May 9, 2018 issued the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (‘the Amendment Regulations) which brought amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) to be effective from April 1, 2019, save as otherwise specifically provided for in the Amendment Regulations. The Amendment Regulations inserted Regulation 17(1A) in the Listing regulations, to be effective from April 1, 2019. According to the Amendment Regulations, no listed company shall appoint or continue the directorship of a person as a non-executive director who has attained age of seventy five years unless a special resolution is passed to that effect.

Mr.RichardSaldanhawillbeabovetheageofseventy five years as on April 1, 2019. In order to comply with the above amendment, a special resolution is proposed in the ensuing AGM for Mr. Saldanha to continue to hold the office of the Independent Non- Executive Director of the Company.

The Board recommends the aforesaid reappointment, appointment and continuation as the Directors of the Company.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management. As stipulated under the Listing Regulations and Secretarial Standards, details in respect of the directors seeking appointment, re-appointment at the AGM, inter alia, age, qualifications, experience, details of remuneration last drawn by such person, relationship with other directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other directorships, membership/ chairmanship of the committees of other Boards, shareholding, etc. are annexed to the Notice convening the AGM.

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

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance. Following persons are designated as the Key Managerial Personnel (KMP):

Mr. Prashant Panday: Managing Director & CEO

Mr. N. Subramanian: Group CFO

Mr. Mehul Shah: SVP Compliance & Company Secretary

7. Board Evaluation

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

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

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the Listing Regulations. During the Board Evaluation, it was observed that the Board of Directors, as a whole, is functioning as an integrated body helping the board discussion to be rich and value adding. The Board also noted that given the changing external environment, there is need for better allocation of time for business reviews, periodic refreshers for the Board on key strategic areas.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

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

9. Policy on directors appointment and remuneration

The Companys Policy on the Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is titled as Nomination

& Remuneration Policy, and is available on the Companys website at: www.enil.co.in at http:// www.enil.co.in/policies-code-of-conduct.php and also appended as Annexure A to this Report.

10. Audit Committee

The Audit Committee of the Company presently consists of the following Directors as on the date of this Report:

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

Mr. Ravindra Kulkarni (Independent Non- Executive Director)

Mr. Richard Saldanha (Independent Non- Executive Director)

The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

11. Vigil Mechanism

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

12. CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of ‘Corporate Social Responsibility Committee [CSR Committee] are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies

Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The CSR Committee of the Company presently consists of the following Directors as on the date of this Report:

Mr. Vineet Jain (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 23, 2017, August 2, 2017, November 1, 2017 and February 5, 2018.

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

To formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the

Company as specified in Schedule VII of the

Companies Act, 2013;

To approve CSR activities;

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

To monitor the CSR Policy of the Company from time to time;

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

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

CSR Policy development and implementation:

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

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

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of the following Directors as on the date of this Report:

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

Mr. Ravindra Kulkarni (Independent Non- Executive Director)

Mr. Richard Saldanha (Independent Non- Executive Director)

Mr. Vineet Jain (Non- Executive Director)

Brief description of terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of the following Directors as on the date of this Report:

Mr. Richard Saldanha – Chairman (Independent Non- Executive Director)

Mr. Ravindra Kulkarni (Independent Non- Executive Director)

Mr. Prashant Panday (Managing Director & CEO) Brief description of terms of reference and other relevant details of the Stakeholders Relationship

Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

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

16. Auditors

At the fifteenth AGM held on August 12, 2014, the

Members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) as the Statutory Auditors of the Company to hold the officefrom the conclusion of the fifteenth AGM till the conclusion of the sixth consecutive

AGM commencing from the AGM wherein such appointment was made. As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the members of the Company. S. R. Batliboi & Associates LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

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

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct Secretarial

Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31,

2018 is appended as Annexure C to this Report. The Secretarial Audit Report dated May 7, 2018 contains one qualification for not appointing a woman director as per the provisions of Section 149 of the Companies Act, 2013 and Regulation

17 of the Listing Regulations during the financial year under review. The Company wishes to place on record that a woman director (Ms. Punita Lal- DIN: 03412604) was on the Board since March 28, 2016. She resigned from the Board with effect from November 15, 2017. As per the provisions of Section 149 of the Companies Act, 2013 read with the applicable rules thereto, any intermittent vacancy of a woman director shall be filled up by the Board at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy whichever is later.

The Board of Directors had identified Ms. Sukanya

Kripalu (DIN: 06994202) for her induction as the Independent Non- Executive Director on the

Board of the Company and had completed all the regulatory procedures including applying to the Ministry of Information & Broadcasting (‘MIB) for their approval/ no objection on February 13, 2018. The Company had thus completed all the regulatory formalities for induction of woman director before the due date. Post approval received from the MIB and based on the recommendation from the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Sukanya Kripalu as an Additional

Director (Independent Non- Executive Director) for a term of five consecutive years commencing from

May 23, 2018 to May 22, 2023, in terms of sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 (‘the Act) (including any statutory modification(s) or re-enactment thereof for the time being in force), not liable to retire by rotation, subject to the approval of the Members.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2019.

The aforesaid appointment of M/s. R. Nanabhoy &

Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs 4,75,000

(Rupees four lakhs seventy five thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for remuneration payable to the Cost Auditors for the financial year ending on March 31, 2019.

Cost records are made and maintained in compliance with the provisions of Section 148 of the Companies Act, 2013. The Cost Audit Report for the financial year 2016-17 was filed on August 28, 2017. The Cost Audit Report for the financial year 2017-18 will be filed on/ before the due date.

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

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

However, the information, as applicable, is given hereunder:

i) Conservation of energy:

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

ii) Technology absorption:

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

– Improved modular and power efficient Transmitters deployed at new frequencies and replaced at frequencies where the existing transmitters were beyond 15 years.

– Replaced Scheduling software and modified Sales software with fully integrated software solution on SAP to manage the sales to revenue cycle. This has improved sales and operational efficiency.

– We pioneered the synchronisation tool (ArcServe) in the Radio industry to help manage automatic networking of our smaller markets from the Hub for creative content.

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

The Company has not imported any new technology in this financial year.

Nevertheless, the Company has continued to use the latest equipment and software for its the business activities.

The expenditure incurred on Research &

Development (R & D):

The Company has not spent any amount towards research and development activities. The Company has been active in harnessing the latest technology available in the industry. iii) Foreign exchange earnings and outgo:

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

Exchange outgo during the year in terms of actual outflows.

Rs in lakhs

Financial Year 2017-2018

Financial Year 2016-2017

Foreign exchange earnings

709.50

698.20

Foreign exchange outgo

489.56

953.47

20. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure D to this Report. The Managing Director of the Company does not receive any remuneration or commission from the Companys holding or subsidiary company. As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the

Annual Report. As per the first

136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection at the Registered

Office of the Company during working hours for a period of 21 days before the date of the AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Companys website at: www.enil.co.in

21. Extract of Annual Return

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

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued: any equity shares with differential rights as to dividend, voting or otherwise; any shares to its employees under the Employees Stock Option Scheme; any sweat equity shares.

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

National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the

Uniform Listing Agreement with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under

Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report. The Company has adopted the Integrated Reporting on a voluntary basis. The information related to the Integrated Reporting forms part of the Management Discussion & Analysis and as a green initiative, Integrated Reporting has been hosted on the website of the Company (www.enil.co.in) at url: http://www.enil.co.in/ financial s-annual-reports.php.

24. Business Responsibility Report

As per the Regulation 34 of the Listing Regulations, the Company has published a separate Business Responsibility Report (‘BRR) for the financial year under review. BRR is in line with the key principles stated in the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business framed by the Ministry of Corporate Affairs and is attached as Annexure F to this Report.

25. Corporate Governance

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

Company Secretary.

26. Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by The Institute of Company Secretaries of India.

27. Directors Responsibility Statement

Pursuant to the provisions of Section 134 of the

Companies Act, 2013, the Directors hereby confirm that: a) in the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable accounting standards have been followed and that there are no material departures from the same; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2018 and of the profit of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis. Bennett, Coleman & Company Limited (‘BCCL) is the holding company and a related party under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Listing Regulations. As on date, BCCL holds 33918400 equity shares in the Company (i.e. 71.15% of the paid up capital of the Company). Pursuant to the provisions of Section 188 of the Act, read with the Companies (Meeting of Board and its Powers) Rules, 2014, related party transactions beyond the prescribed threshold limit require prior approval of the company by a resolution. However, if the proposed transactions with the related parties are at arms length and in its ordinary course of business, the said approval of the company is not required. Further, in terms of Regulation 23 of the Listing Regulations, transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company. In order to achieve efficiencies in Ad sales, business synergies, economics of scale and also to optimize costs, the Company and BCCL have entered into various contracts/ arrangements/ transactions relating to the transfer and / or availing of resources, services or obligations in the past and propose to continue with such contracts/ arrangements/ transactions in the future too.

In compliance with Regulation 23 of the Listing

Regulations, on January 23, 2017, the Company sought the approval from the Members of the Company by way of Postal Ballot for the contracts/ arrangements/ transactions entered into and/ or to be entered into with Bennett, Coleman & Company Limited (‘BCCL), the holding company, relating to the transfer and / or availing of resources, services or obligations for the Financial Year 2016-2017 and subsequent financial years exceeding ten percent but not exceeding twenty five percent of the annual consolidated turnover of the Company, as per the last audited financial statements of the Company relevant for the respective financial years.

Details of the Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, entered during the year by the adequately mitigated

Company, as required under Section 134(3) (h) of the Act (in the Form AOC 2) is attached as Annexure G to this Report.

The Companys Policy on Materiality of related party transactions and dealing with related party transactions is available on the Companys website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Companys interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under the Regulation 43A of the Listing Regulations. The said Policy is appended as Annexure H to this Report and also uploaded on the Companys website at www.enil. co.in.

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

The Company has not given any loans, guarantees or provided any securities under Section 186 of the Act. Particulars of investments made by the

Company during the financial year 2017-18 are provided in the financial statements. Please refer to the Note no. 8 and 11 to the standalone financial statements for details of investments made by the Company.

31. Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the

Companys accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures.

Major risks are identified, continuously and the same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk Management Policy envisages assessment of strategic risks, operational risks, financial risks, regulatory risks, human resource risks, technological risks. Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

Securities and Exchange Board of India (‘SEBI) has vide its Notification No. SEBI/LAD-NRO/

GN/2018/10 dated May 9, 2018 issued the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (‘the Amendment Regulations) which brought amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) to be effective from April 1, 2019, save as otherwise specifically provided for in the

Amendment Regulations. In line with the Regulation 21 as amended vide Amendment Regulations, Risk Management Committee has been constituted. The Risk Management Committee of the Company presently comprises of the following members as on the date of this Report:

Mr. Vineet Jain (Non- Executive Chairman)

Mr. Prashant Panday (Managing Director & CEO)

Mr. N. Subramanian (Group CFO)

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys Risk Management policies, systems and procedures. Internal Audit for the financial year under review has been carried out by KPMG, the independent Internal Auditors. Internal Audit covers all the radio stations at pan

India level and corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

32. Internal Financial Controls

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

33. Consolidated Financial Statements

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

34. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Companys wholly owned subsidiary since 2007. ABSL recorded a total income of Rs 61.80 lakhs during the financial year 2017-18. Profit after Tax stood at Rs 48.10 lakhs for the financial year under review.

As per Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Subsidiary Company is attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture. There has been no change in the nature of the business of the subsidiary.

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

Financial Statements presented by the Company include financial results of its Subsidiary Company. The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Companys website: www.enil. co.in

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

35. Significant or material order

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

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

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal

Complaints Committee. During the financial year under review, one complaint pertaining to sexual harassment was reported to the Internal Complaints Committee of the Company. After detailed investigation and following due procedure under the applicable law, guidelines and regulations, the said complaint was appropriately dealt with during the financial year under review and appropriate action was taken.

37. Acknowledgements

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

of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

Mumbai, May 23, 2018 (DIN: 00003962)

Registered Office:

Entertainment Network (India) Limited,

CIN: L92140MH1999PLC120516,

4th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg, Lower Parel (West),

Mumbai - 400 013.

www.enil.co.in