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Entertainment Network (India) Ltd.

BSE: 532700 Sector: Media
NSE: ENIL ISIN Code: INE265F01028
BSE 00:00 | 24 Apr 2020 Entertainment Network (India) Ltd
NSE 05:30 | 01 Jan 1970 Entertainment Network (India) Ltd

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OPEN 140.00
PREVIOUS CLOSE 143.00
VOLUME 16
52-Week high 528.10
52-Week low 101.00
P/E 17.51
Mkt Cap.(Rs cr) 639
Buy Price 131.00
Buy Qty 1.00
Sell Price 144.90
Sell Qty 50.00
OPEN 140.00
CLOSE 143.00
VOLUME 16
52-Week high 528.10
52-Week low 101.00
P/E 17.51
Mkt Cap.(Rs cr) 639
Buy Price 131.00
Buy Qty 1.00
Sell Price 144.90
Sell Qty 50.00

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


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Company director report

Dear Members

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

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

AS). The Company has adopted all the applicable Ind AS standards andthe 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

54590.52

57537.10

54652.33

57606.07

Profit before taxation

6149.32

7831.22

6208.79

7896.17

Tax expense

2633.43

2383.82

2644.80

2379.21

Profit after taxation

3515.89

5447.40

3563.99

5516.96

Other comprehensive income net of tax

17.45

(48.76)

17.45

(48.76)

Total Comprehensive Income

3533.34

5398.64

3581.44

5468.20

Profit brought forward

61847.42

57022.53

62119.63

57225.19

Authorised Capital

12000.00

12000.00

12000.00

12000.00

Equity (issued subscribed & paid up share capital)

4767.04

4767.04

4767.04

4767.04

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

64807.01

61847.42

65127.32

62119.63

2. Financial Performance Operations and the state of theCompany's affairs

Total income of the Company decreased from

Rs 57537.10 lakhs during the previous year to

Rs 54590.52 lakhs during the year under review.

Profit after tax was Rs 3515.89 lakhs.

On a consolidated basis total income of the Company decreased from Rs57606.07 lakhs during the previous year to Rs 54652.33 lakhs during the year underreview. Profit after tax wasRs 3563.99 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 364days and will mature in January 2019. The maturity value of CPs is Rs 110 crores. Theeffective yield of the CPs is 7.2% per annum. Proceeds from these CPs were used forrepayment of other CPs that fell due for repayment in January 2018.

FY18 results were hit by the temporarily adverse effects of some of theGovernment of India's initiatives. First there was Real Estate (Regulation

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

While the long-term benefits of GST are well known in the short runGST created significant in the media markets. Distributors of consumer products destockedin the months leading up to the GST launch. In the months after the launch there was someconfusion about the new tax system. GST was a complicated tax system requiring taxregistration in each state of operation. Businesses were required to file Exporters whowere not paying indirect taxes on inputs before GST suddenly found themselves having topay those taxes and thereafter claim refunds. Unfortunately the refunds took time incoming. All of this led to a temporary slowdown in the economy and that affected adverselyyour

Company's revenues and profits. Fortunately most of these initialhiccups are now behind us.

During the year your Company decided to reduce ad volumes in responseto listener feedback that all radio players were playing too many ads. In FY18 we reducedour ad volumes by about 15% compared to the previous year. When we cut volumes werequested 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 didresearch 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-3stations. This had multiple benefits. One it improved the listenership experience and sogrew the reach and popularity of the channels. Second it gave us a good selling story togo to our advertisers. Third it helped us keep our prices high. Even though we got fewads in the beginning the market accepted our pricing once they heard our product and sawthe marketing support. Fourth and most importantly because we did not undercut ourcompetitors' pricing they were able to fend off a price cut. This helped stabilizeand in fact build the market.

Your Company also helped improve the business of Ishq FM the threemetro 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 withTVTNL for these three stations. The programming and marketing inputs provided by TVTNLcoupled with the sales push by your Company led the business of these three stations togrow by a very impressive 168%. During the year we focused on improving the margins ofour non-radio business. Over the year the non-radio business has grown to nearly 30% ofour total revenues. Because of our efforts the multiple returns every month.gross marginsimproved from 19% to 24% in FY18. The improvement of the margin was because of tightercontrol on production costs of the events as well as better revenue realization. In March2018 the Company entered into a non-binding memorandum of understanding with TVTNL forthe proposed acquisition of the radio business of TVTNL comprising of three radiostations in New Delhi Mumbai and Kolkata currently operated under the frequency 104.8FMand ‘ISHQ 104.8FM' brand name. In April 2018 once the 3-year lock-in periodprovided under Phase-3 policy was over TVTNL made a joint application with the Company tothe Ministry of Information & Broadcasting (MIB) for acquisition of the Radio Businessof the aforesaid radio stations. The Company is awaiting the MIB's response to theapplication.

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

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

Company which have occurred between the end of the financial year ofthe 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 Reserveout 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 312018 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 atthe ensuing Annual General Meeting (AGM).

The dividend if declared at the AGM would be paid/ dispatched withinthirty 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 thebusiness hours on

September 19 2018 in the list of the Beneficial

Owners to be obtained from the Depositories i.e. National SecuritiesDepository Limited [NSDL] and Central Depository Services (India) Limited [CDSL] inrespect of the shares held in electronic/ dematerialized mode; and whose namesappear as Members in the Register of Members of the Company as on September 19 2018 aftergiving 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 / membersunder 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 requirementof furnishing details related to deposit covered under Chapter V of the Companies Act2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 read withthe applicable rules thereto including any statutory modification(s) or re-enactmentthereof 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 forreappointment.

Ms. Punita Lal (DIN - 03412604) Independent &

Non -executive Director resigned from the Board of Directors of theCompany with effect from November 15 2017 due to personal commitments and otherpre-occupations. The Board of Directors places on record their appreciation for thevaluable contributions made by Ms. Punita Lal. Based on the recommendation from theNomination and Remuneration Committee the Board of Directors appointed Ms. SukanyaKripalu (DIN: 06994202) as an Additional Director

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

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

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

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

GN/2018/10 dated May 9 2018 issued the SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 (‘the AmendmentRegulations') which brought amendments in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘the Listing Regulations') to beeffective from April 1 2019 save as otherwise specifically provided for in the AmendmentRegulations. The Amendment Regulations inserted Regulation 17(1A) in the Listingregulations to be effective from April 1 2019. According to the Amendment Regulationsno listed company shall appoint or continue the directorship of a person as anon-executive director who has attained age of seventy five years unless a specialresolution is passed to that effect.

Mr.RichardSaldanhawillbeabovetheageofseventy five years as on April 12019. In order to comply with the above amendment a special resolution is proposed in theensuing 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 andcontinuation as the Directors of the Company.

The Company has received the declarations from all the IndependentDirectors of the Company pursuant to the provisions of Section 149 and all otherapplicable provisions of the Act stating that they meet the criteria of independence asprovided under the Act and the Listing Regulations and that they are not disqualified tobecome directors under the Act; and in the opinion of the Board of Directors all theIndependent Directors fulfill the criteria of independence as provided under the Actrules made thereunder read with the Listing Regulations and that they are independent ofthe management. As stipulated under the Listing Regulations and Secretarial Standardsdetails in respect of the directors seeking appointment re-appointment at the AGM interalia age qualifications experience details of remuneration last drawn by suchperson relationship with other directors and Key Managerial Personnel of the Company thenumber of Meetings of the Board attended during the year and other directorshipsmembership/ chairmanship of the committees of other Boards shareholding etc. are annexedto the Notice convening the AGM.

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

Details of the number of meetings of the Board of Directors andCommittees and attendance at the meetings have been furnished in the Report onCorporate 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 itseffectiveness. Accordingly the Board participated in the annual formal evaluation of itsperformance. This was designed to ensure amongst other things that the Board itsCommittees and each director continue to contribute effectively.

The Board and its Committees evaluations involved questionnaire-drivendiscussions that covered a number of key areas / evaluation criteria including the rolesand responsibilities size and composition of the Board and its Committees dynamics ofthe Board 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 applicableprovisions of the Act and the Listing Regulations. During the Board Evaluation it wasobserved that the Board of Directors as a whole is functioning as an integrated bodyhelping the board discussion to be rich and value adding. The Board also noted that giventhe changing external environment there is need for better allocation of time forbusiness reviews periodic refreshers for the Board on key strategic areas.

The Directors were satisfied with the evaluation results whichreflected 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 inductionprocess he/ she is familiarized with the Company director's roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. Detailed presentations are made before the BoardMembers at the Board and its Committee meetings covering various areas including businessstrategy branding programming financial performance and forecast compliances/regulatory updates audit reports risk assessment and mitigation etc. The details of thefamiliarization program are available on the Company's website at: www.enil.co.in atweb link: http://www.enil.co.in/policies-code-of-conduct. php

9. Policy on directors' appointment and remuneration

The Company's Policy on the Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of director and other matters as provided under Section 178 of the Act istitled as Nomination

& Remuneration Policy and is available on the Company'swebsite at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php and also appended as Annexure A tothis Report.

10. Audit Committee

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

Mr. N. Kumar – Chairman (Independent Non- ExecutiveDirector)

Mr. Ravindra Kulkarni (Independent Non- Executive Director)

Mr. Richard Saldanha (Independent Non- Executive Director)

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

11. Vigil Mechanism

The Company has a ‘Whistle Blower Policy' / ‘VigilMechanism' in place. The objective of the Vigil Mechanism is to provide theemployees directors customers vendors contractors and other stakeholders of /in theCompany an impartial and fair avenue to raise concerns and seek their redressal in linewith the Company's commitment to the highest possible standards of ethical moral andlegal business conduct and fair dealings with all its stakeholders and constituents andits commitment to open communication channels. The Company is also committed to providerequisite safeguards for the protection of the persons who raise such concerns fromreprisals or victimization for whistle blowing in good faith. The Board of Directorsaffirms and confirms that no personnel have been denied access to the Audit Committee. ThePolicy contains the provision for direct access to the chairperson of the Audit Committeein appropriate or exceptional cases. Whistle Blower Policy/ Vigil Mechanism is availableon the Company's 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 referencerole powers rights 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 oramendments thereof).

The CSR Committee of the Company presently consists of the followingDirectors 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 2017November 1 2017 and February 5 2018.

Brief description of terms of reference of the Committee inter aliaincludes:

To formulate and recommend to the Board of Directors (Board) aCorporate Social Responsibility (CSR) Policy which shall indicate the activities to beundertaken 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 beincurred on the CSR activities;

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

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

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

CSR Policy development and implementation:

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

CSR Policy Statement and Annual report on CSR activities as requiredunder the Companies (Corporate Social Responsibility Policy) Rules 2014 have beenappended as Annexure B to this Report.

13. Nomination and Remuneration Committee

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

Mr. N. Kumar – Chairman (Independent Non- ExecutiveDirector)

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 ofthe Nomination and Remuneration Committee have been furnished in the Report onCorporate Governance.

14. Stakeholders Relationship Committee

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

Mr. Richard Saldanha – Chairman (Independent Non- ExecutiveDirector)

Mr. Ravindra Kulkarni (Independent Non- Executive Director)

Mr. Prashant Panday (Managing Director & CEO) Briefdescription of terms of reference and other relevant details of the StakeholdersRelationship

Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

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

16. Auditors

At the fifteenth AGM held on August 12 2014 the

Members had approved the appointment of S. R. Batliboi & AssociatesLLP Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) as theStatutory Auditors of the Company to hold the officefrom the conclusion of the fifteenthAGM till the conclusion of the sixth consecutive

AGM commencing from the AGM wherein such appointment was made. As perthe provisions of Section 139 of the Act the Company shall place the matter relating tosuch appointment for ratification by members at every AGM. Accordingly the appointment ofS. R. Batliboi & Associates LLP Chartered Accountants as the statutory auditors ofthe 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 otherapplicable provisions of the Act read with the applicable rules thereto.

Other relevant information has been furnished at Item No. 5 of theNotice 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 forthe financial year ended March 31

2018 is appended as Annexure C to this Report. The SecretarialAudit Report dated May 7 2018 contains one qualification for not appointing a womandirector 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 effectfrom November 15 2017. As per the provisions of Section 149 of the Companies Act 2013read with the applicable rules thereto any intermittent vacancy of a woman director shallbe filled up by the Board at the earliest but not later than the immediate next Boardmeeting 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 proceduresincluding applying to the Ministry of Information & Broadcasting (‘MIB') fortheir approval/ no objection on February 13 2018. The Company had thus completed all theregulatory formalities for induction of woman director before the due date. Post approvalreceived from the MIB and based on the recommendation from the Nomination and RemunerationCommittee the Board of Directors appointed Ms. Sukanya Kripalu as an Additional

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

May 23 2018 to May 22 2023 in terms of sections 149 150 152 161and other applicable provisions of the Companies Act 2013 (‘the Act')(including any statutory modification(s) or re-enactment thereof for the time being inforce) 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 Committeeand pursuant to Section 148 and all other applicable provisions of the Act read with theCompanies (Audit and Auditors) Rules 2014 and all other applicable rules made under theAct (including any statutory modification(s) or re-enactment thereof for the time being inforce) has approved the appointment and remuneration of the Cost Auditors M/s. R.Nanabhoy & Co. Cost Accountants (Firm registration number- 00010) to conduct theaudit 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 circularsetc. issued by the Ministry of Corporate Affairs and other regulatory authorities fromtime to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs 475000

(Rupees four lakhs seventy five 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 remuneration payable to the Cost Auditors for thefinancial year ending on March 31 2019.

Cost records are made and maintained in compliance with the provisionsof Section 148 of the Companies Act 2013. The Cost Audit Report for the financial year2016-17 was filed on August 28 2017. The Cost Audit Report for the financial year 2017-18will be filed on/ before the due date.

19. Conservation of Energy Technology absorption and Foreign exchangeearnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hencemost of the information required to be provided relating to the Conservation of energy andTechnology 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. Neverthelesscontinuous efforts such as installation of energy efficient electronic devicesimplementation of SOPs etc. aimed at reducing energy consumption are being made by theCompany and its employees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

The efforts made towards technology absorption and benefitsderived like product improvement cost reduction product development or importsubstitution:

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

– Replaced Scheduling software and modified Sales software withfully integrated software solution on SAP to manage the sales to revenue cycle. This hasimproved sales and operational efficiency.

– We pioneered the synchronisation tool (ArcServe) in the Radioindustry to help manage automatic networking of our smaller markets from the Hub forcreative content.

Imported technology (imported during last three years reckonedfrom 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 andsoftware for its the business activities.

The expenditure incurred on Research &

Development (R & D):

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

The Foreign Exchange earned in terms of actual inflows during the yearand 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 requiredunder Section 197 of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are appended as Annexure D tothis Report. The Managing Director of the Company does not receive any remuneration orcommission from the Company's holding or subsidiary company. As per the provisions ofSection 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 a statement showing the names and otherrelevant particulars of the employees drawing remuneration in excess of the limits set outin the said rules forms part of the

Annual Report. As per the first

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

Office of the Company during working hours for a period of 21 daysbefore the date of the AGM. Any member interested in obtaining such information may writeto the Company Secretary and the same will be furnished on request. The Annual Report isavailable on the Company's website at: www.enil.co.in

21. Extract of Annual Return

Extract of Annual Return of the Company as required under Section 92 ofthe 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 sweatequity shares.

The equity shares of the Company are listed and admitted to dealings onBSE 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 ListingRegulations 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 yearunder review as stipulated under

Regulation 34 of the Listing Regulations is set out in a separatesection forming part of this Report. The Company has adopted the Integrated Reporting on avoluntary basis. The information related to the Integrated Reporting forms part of theManagement Discussion & Analysis and as a green initiative Integrated Reporting hasbeen 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 haspublished a separate Business Responsibility Report (‘BRR') for thefinancial year under review. BRR is in line with the key principles stated in the‘National Voluntary Guidelines on Social Environmental and Economic Responsibilitiesof Business' framed by the Ministry of Corporate Affairs and is attached as AnnexureF to this Report.

25. Corporate Governance

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

Company Secretary.

26. Secretarial Standards

The Company has complied with all the applicable secretarial standardsissued 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 thepreparation of the annual accounts for the financial year ended on March 31 2018 theapplicable accounting standards have been followed and that there are no materialdepartures from the same; b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 downinternal financial controls for the Company and such internal financial controls areadequate and operating effectively; and f) they have devised proper systems to ensurecompliance with the provisions of all applicable laws and such systems are adequate andoperating effectively.

28. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Companyduring the financial year under review with related parties were in the ordinary course ofbusiness and on an arm's length basis. Bennett Coleman & Company Limited(‘BCCL') is the holding company and a related party under Section 2(76) of theCompanies Act 2013 and Regulation 2(1)(zb) of the Listing Regulations. As on date BCCLholds 33918400 equity shares in the Company (i.e. 71.15% of the paid up capital of theCompany). 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 theprescribed threshold limit require prior approval of the company by a resolution. Howeverif the proposed transactions with the related parties are at arm's length and in itsordinary course of business the said approval of the company is not required. Further interms of Regulation 23 of the Listing Regulations transaction with a related party shallbe considered material if the transaction(s) to be entered into individually or takentogether with previous transactions during a financial year exceeds ten percent of theannual consolidated turnover of the company as per the last audited financial statementsof the company. In order to achieve efficiencies in Ad sales business synergieseconomics of scale and also to optimize costs the Company and BCCL have entered intovarious contracts/ arrangements/ transactions relating to the transfer and / or availingof resources services or obligations in the past and propose to continue with suchcontracts/ arrangements/ transactions in the future too.

In compliance with Regulation 23 of the Listing

Regulations on January 23 2017 the Company sought the approval fromthe 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 & CompanyLimited (‘BCCL') the holding company relating to the transfer and / oravailing of resources services or obligations for the Financial Year 2016-2017 andsubsequent financial years exceeding ten percent but not exceeding twenty five percent ofthe annual consolidated turnover of the Company as per the last audited financialstatements 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 lastaudited financial statements entered during the year by the adequately mitigated

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

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

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as requiredunder the Regulation 43A of the Listing Regulations. The said Policy is appended as AnnexureH to this Report and also uploaded on the Company's website at www.enil.co.in.

30. Particulars of loans given investment made guarantees given andsecurities provided

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

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

31. Risk Management

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

Company's accounting and financial reporting systems includingthe independent audit and that appropriate systems of control are in place inparticular systems for risk management financial and operational control and compliancewith the laws and relevant standards.

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

Major risks are identified continuously and the same are reported tothe Audit Committee and Board of Directors along with the action taken report. RiskManagement Policy envisages assessment of strategic risks operational risks financialrisks regulatory risks human resource risks technological risks. Risk Management Policyadopted by the Company involves identification and prioritization of risk eventscategorization of risks into High Medium and Low based on the business impact andlikelihood of occurrence of risks and Risk Mitigation & Control.

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

GN/2018/10 dated May 9 2018 issued the SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 (‘the AmendmentRegulations') which brought amendments in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘the Listing Regulations') to beeffective from April 1 2019 save as otherwise specifically provided for in the

Amendment Regulations. In line with the Regulation 21 as amended videAmendment Regulations Risk Management Committee has been constituted. The Risk ManagementCommittee of the Company presently comprises of the following members as on the date ofthis 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 theCompany's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's RiskManagement policies systems and procedures. Internal Audit for the financial year underreview has been carried out by KPMG the independent Internal Auditors. Internal Auditcovers all the radio stations at pan

India level and corporate office as per the annual audit plan approvedby the Audit Committee. Internal Audit report is presented to the Audit Committee onregular basis and the Chairman of the Audit Committee briefs the Board of Directors aboutthe same.

32. Internal Financial Controls

The Company has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has in place adequate internal financial controls withreference to financial statements. The Company's internal control systems includinginternal financial controls are commensurate with the nature of its business and the sizeand complexity 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.

33. Consolidated Financial Statements

In accordance with the Companies Act 2013 and applicable accountingstandard the audited Consolidated Financial Statements are provided and form part of theAnnual Report.

34. Subsidiary Company

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

As per Section 129 of the Companies Act 2013 a separate statementcontaining the salient features of the financial statements of the Subsidiary Company isattached along with the financial statements in the prescribed Form AOC-1. The Companydoes not have any associate company or joint venture. There has been no change in thenature of the business of the subsidiary.

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

Financial Statements presented by the Company include financial resultsof its Subsidiary Company. The audited financial statements including consolidatedfinancial statements and all other relevant documents required to be attached thereto areavailable on the Company's website: www.enil. co.in

The Policy for determining material subsidiaries is available on theCompany's 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 materialorders were passed by the regulators or courts or tribunals impacting the going concernstatus and the Company's 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 andharassment-free workplace for every individual working in the Company. The Company hascomplied with the applicable provisions of the aforesaid Act including constitution ofthe Internal

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

37. Acknowledgements

Your Directors take this opportunity to convey their appreciation toall the members listeners advertisers media agencies dealers suppliers bankersregulatory and government authorities and all other business associates for theircontinued support and confidence in the management of the Company. Your Directors arepleased to place on record their appreciation of the consistent contribution made byemployees at all levels through their hard work dedication solidarity and co-operationand 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


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