Dear Members,
Your Directors have pleasure in presenting the Twenty Fourth Annual
Report together with the audited financial statements of Entertainment Network (India)
Limited [the Company'/ ENIL'] for the financial year ended March 31,
2023.
The financial statements for the year ended March 31, 2023 have been
prepared in accordance with the Indian Accounting Standards (hereinafter referred to as
the Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section
133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and relevant amendments issued thereafter.
1. Financial Highlights
|
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
41,952.31 |
30,547.38 |
43,997.22 |
31,902.77 |
Other income |
1,888.29 |
1,642.81 |
2,224.97 |
1,681.98 |
Profit before Depreciation, Finance Costs, |
8,639.36 |
5,864.74 |
9,313.35 |
6,200.47 |
Exceptional items and Tax Expense |
|
|
|
|
Less: Depreciation and amortisation expenses |
7,734.32 |
7,884.07 |
8,504.78 |
8,654.91 |
Profit/(Loss) before Finance Costs, Exceptional items and Tax
Expense from continuing operations |
905.04 |
(2,019.33) |
808.57 |
(2,454.44) |
Less: Finance Costs |
1,547.28 |
1,616.26 |
1,665.62 |
1,733.13 |
(Loss) before Exceptional items and Tax Expense |
(642.24) |
(3,635.59) |
(857.05) |
(4,187.57) |
Exceptional items |
(1,778.48) |
|
(263.13) |
|
(Loss) before Tax Expense from continuing operations |
(2,420.72) |
(3,635.59) |
(1,120.18) |
(4,187.57) |
Less: Tax Expense (Current & Deferred) |
(472.65) |
(887.53) |
(450.10) |
(877.23) |
(Loss) for the year from continuing operations |
(1,948.07) |
(2,748.06) |
(670.08) |
(3,310.34) |
(Loss) from discontinuing operations |
|
|
(382.15) |
(310.69) |
Attributable to: |
|
|
|
|
Shareholders of the Company |
(1,948.07) |
(2,748.06) |
(1,075.66) |
(3,630.22) |
Non-controlling interest |
NA |
NA |
23.42 |
9.18 |
Balance of profit for earlier years |
53,554.69 |
56,820.15 |
52,443.60 |
56,595.14 |
Other comprehensive income/(Loss) for the year |
(15.85) |
(40.70) |
(15.85) |
(40.70) |
Transfer to Legal Reserves |
|
|
(13.29) |
(3.92) |
Dividend paid on Equity Shares |
(476.70) |
(476.70) |
(476.70) |
(476.70) |
Balance carried forward |
51,114.06 |
53,554.69 |
50,862.10 |
52,443.60 |
Non-controlling interest |
|
|
62.76 |
29.54 |
2. Financial Performance, Operations and the state of the
Company's affairs
Total income of the Company increased from
Rs. 32,190.19 lakhs during the previous year to Rs. 43,840.60
lakhs during the year under review. Loss after tax declined from Rs. (2,748.06) lakhs
during the previous year to loss of Rs. (1,948.07) lakhs during the year under review.
On a consolidated basis, for continued operations, total income of the
Company increased from
Rs. 33,584.75 lakhs during the previous year to Rs. 46,222.19
lakhs during the year under review. Loss declined from Rs. (3,310.34) lakhs during the
previous year to loss of Rs. (670.08) lakhs during the year under review. For discontinued
operations loss increased from Rs. (310.69) Lakhs during the previous year to loss of Rs.
(382.15) Lakhs during the year under review. During the financial year ended March 31,
2023, based on the business environment and relevant economic and market indicators, the
Company identified indicators of impairment of its investment related to its operations in
San Francisco. Further, considering the adverse impact of Covid 19 since the launch of
operations in the Kingdom of Bahrain and huge quantum of license fees payable to the
Ministry of Information Affairs (MOIA), the said operations had become unsustainable in
the financial year under review. As a result, the Company identified and recorded
impairment of its investment related to the operations in the Kingdom of Bahrain. Kindly
refer to Note 46 to the standalone financial statements and Note 49 to the consolidated
financial statements for a detailed explanation.
In October 2022, the Company entered into a Share Subscription and
Shareholders' Agreement (SSHA') with Spardha Learnings Private Limited
(Spardha') and others. As a part of SSHA, the Company subscribed to 5 equity
shares and 12,932 Pre-Series A2 Compulsorily Convertible Preference Shares
(CCPS'). Total investment constitutes 11.5% of the share capital of Spardha on
a fully diluted basis. Spardha is a private limited company engaged, inter-alia, in
the business of providing education, training, personalised guidance, and conducting
workshops in academics, music, dance, fine-arts and sports through an online platform.
The Company, through its wholly owned subsidiary- Mirchi Bahrain
W.L.L., launched radio broadcasting operations in the Kingdom of Bahrain in May 2021.
However, considering the adverse impact of Covid 19 since the launch of operations and
huge quantum of license fees payables to the Ministry of Information Affairs - Bahrain
(MOIA), the operations of the Company had become unsustainable in the current year ended
March 31, 2023. Considering this, a notice of termination has been served to MOIA
expressing our inability to continue services in the region due to continued losses and
high license fees. In May 2021, the Company's US subsidiary, Viz. Entertainment
Network, LLC (EN. LLC.) had entered into a Time Brokerage arrangement with a US based
broadcaster to broadcast radio programmes and content, targeting the South Asian community
in the Bay Area - USA. Due to the non-fulfilment of material contractual obligations by
the counterparty, business operations of EN. LLC. became unviable. Therefore EN. LLC.
issued a termination notice to the counterparty, terminating the Time Brokerage
arrangement effective from November 30, 2022.
In April 2023, Hon'ble Madras High Court pronounced its order in
the matter of appeals filed by Phonographic Performance Limited (PPL') i.e.,
PPL vs the Company (ENIL') and others. The Order was in respect of the appeal
filed by PPL in year 2010, challenging the 2% Net Advertisement Revenue (NAR')_
rate fixed by the then Copyright Board (CRB') for a period of ten years ending
September 2020 (CRB Order'). As per the said Order, the appeal filed by PPL has
been partly allowed and CRB Order is upheld and further modified by fixing a minimum floor
rate of Rs. 660 per needle hour
(e_ectively 2% of Net Advertisement Revenue (NAR') or Rs.
660 per needle hour, whichever is higher) for the period from 2010-2020. The Company will
file a special leave petition before the Hon'ble Supreme Court of India for a stay of
the said order.
There were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which these financial statements relate and the date of this Report. There has
been no change in the nature of the business of the Company. There is no proceeding
pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time
settlement with any bank or financial institution.
3. Transfer to reserves
The Board of Directors (Board') of your Company has decided
not to transfer any amount to the reserves for the financial year under review.
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, 2023, aggregating
Rs. 476.70 lakhs. The dividend payment is subject to the approval of the shareholders at
the ensuing Annual General Meeting (AGM). The Board of Directors has approved and adopted
the Dividend Distribution Policy of the Company and dividend recommendation and payout are
in accordance with the Company's Dividend Distribution Policy.
As per the Income-tax Act, 1961, dividends paid or distributed by the
Company shall be taxable in the hands of the Members. Your Company shall, accordingly,
make the payment of the dividend after deduction of tax at source.
The dividend, if declared at the AGM, would be paid within thirty days
from the date of declaration of dividend through electronic mode to the Members who have
updated their bank account details and dividend warrants/ demand drafts would be
dispatched at the registered address of the Members who have not updated their bank
account details, to those persons or their mandates: whose names appear as beneficial
owners as at the end of the business hours on Friday, September 15, 2023 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 at the end of the business hours on Friday, September 15, 2023, in respect of
the shares held in physical mode. As per the provisions of Sections 124 and 125 of the
Companies Act, 2013 read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend that remains
unclaimed/unpaid/ un-encashed for a period of seven years and Equity Shares of the
Company, in respect of which dividend entitlements have remained unclaimed or unpaid for
seven consecutive years or more, are required to be transferred by the Company to the
Investor Education and Protection Fund (IEPF'), established by the Central
Government. Details of the unclaimed dividend amount is available on the Company website -
www.enil.co.in at the url: https:// www.enil.co.in/unclaimed-dividend.php. Calendar for
transfer of unclaimed dividend to IEPF has been stated in the notes to the Notice
convening the AGM. Pursuant to the guidelines issued by the IEPF Authority, Company
Secretary has been nominated as the Nodal Officer to facilitate the refund of the claims
of the unpaid (unclaimed) dividend (e-mail ID: mehul. shah@timesgroup.com).
The shareholders whose dividend / shares are/ will be transferred to
the IEPF Authority can claim the same from IEPF Authority by following the Refund
Procedure as detailed on the website of IEPF Authority: http:// www.iepf.gov.in at
http://www.iepf.gov.in/IEPF/ refund.html.
The Company has transferred Rs. 16,433, being the unpaid or unclaimed
dividends declared for the financial year 2014-15 and 559 equity shares to the IEPF
Authority as per the provisions of Sections 124 and 125 of the Companies Act, 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016. Details of dividends and shares transferred to the IEPF Authority are
available on the Company website- www.enil.co.in at the url: https://www.enil.co.in/
unclaimed-dividend.php and also on the website of IEPF Authority and the same can be
accessed through the link: www.iepf.gov.in.
5. Deposits
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 (the
Act') read with the applicable rules thereto, Mr. Vineet Jain (DIN: 00003962) retires
by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The
Board of Directors recommends the reappointment of Mr. Vineet Jain as the Director of the
Company. Mr. Yatish Mehrishi (PAN: AEXPM1887N) was appointed as the Chief Executive
Officer and Key Managerial Personnel effective from November 1, 2022. Members
of the Company, through Postal Ballot Voting Process on April 26, 2023, approved the
reappointment of Ms. Sukanya Kripalu (DIN: 06994202) as the Independent Director for the
second term of five consecutive years commencing from May 23, 2023 and also approved the
appointment of Mr. Yatish Mehrishi as the Manager as per the provisions of the
Companies Act, 2013 for a period of five years commencing from April 1, 2023. In May 2023,
the Board of Directors considered and approved the reappointment of Mr. Subramanian
Narayanan (Mr. N. Subramanian) (DIN: 03083775) as the Executive Director & Group Chief
Financial Officer (ED & Group CFO') of the Company for the term of five
years commencing from November 2, 2023. Mr. Prashant Panday resigned from the position of
the Managing Director as well as Directorship of the Company with effect from the close of
business hours on January 31, 2023 due to other preoccupations. The Board of Directors
places on record their appreciation for the invaluable contributions made by Mr. Prashant
Panday, Managing Director, who has served the Company for more than two decades and built
the Brand Mirchi into a power brand over the last twenty-two years.
The Company has received the consent, declarations and confirmations
from all the Independent Directors of the Company pursuant to the provisions of Section
149 and all other applicable provisions of the Act and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
[Listing Regulations'] 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. All the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence and that they are independent of
the management. The Board of Directors took on record the said declarations and
confirmations submitted by the Independent Directors under applicable provisions of the
Act and the Listing Regulations after undertaking due assessment of the veracity of the
same. 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. The Board of
Directors is of the opinion that all the Independent Directors of the Company hold the
highest standards of integrity and possess requisite expertise and experience required to
fulfill their duties as Independent Directors.
All the Independent Directors have confirmed that they have complied
with the provisions of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 regarding applying
online to the Indian Institute of Corporate Affairs at Manesar (IICA') for
inclusion of their names in the databank maintained by IICA and also filed the application
for renewal of the same. They have also confirmed that they are exempted from the
requirement to pass the online proficiency self-assessment test under the aforesaid Rule.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and
senior management personnel formulated by the Company.
The Company has received all the relevant consent, documents,
declarations, confirmation from the director proposed to be reappointed and he is not
disqualified to become the director under the Act. As per the requirement of the circular
from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20, 2018), the Board of
Directors and its Nomination and Remuneration Committee, while considering the appointment
and reappointment of the directors, have verified that they are not debarred from holding
the office of director pursuant to any SEBI order or any other such authority.
Accordingly, the Company afirms that the Director proposed to be reappointed is not
debarred from holding the office of director by virtue of any SEBI order or any other such
authority. Certificate from the Company Secretary in Practice has been attached with the
Report of Corporate Governance, confirming that none of the directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as directors
of companies by the Board (SEBI)/ Ministry of Corporate Affairs or any such statutory
authority. As stipulated under the Listing Regulations and Secretarial Standards, details
in respect of the director seeking reappointment 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. Yatish Mehrishi: Manager & Chief Executive Officer
Mr. N. Subramanian: Executive Director & Group CFO
Mr. Mehul Shah: EVP Compliance & Company Secretary
7. Annual evaluation of performance of the Board, its Committees
and individual directors
The Board of Directors is committed to continued improvement in its
effectiveness. Accordingly, the Board, its Committees and individual directors
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.
Evaluation of the performance of the Board, its Committees and
individual directors involved structured 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, meaningful and constructive contribution
and inputs in the meetings, dynamics of the Board and its Committees and the relationship
between the Board and management. Chairman of the Board of Directors had meetings with the
Independent Directors. Chairman of the Nomination & Remuneration Committee had
meetings with the Non- Independent Directors. Independent Directors, at their Meeting led
by the Chairman of the Nomination & Remuneration
Committee, reviewed the performance of the Chairman, Non-Independent
Directors and the Board as a whole in respect of the financial year under review. The
Independent Directors, in the said meeting, also assessed the quality, quantity and
timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. These meetings
were intended to obtain Directors' inputs on effectiveness of the Board/ Committee
processes. The evaluation of the Independent Directors was done by the entire Board of
Directors which included performance of the Directors and fulfillment of the independence
criteria as specified in the Listing Regulations and their independence from the
management. In the above evaluation, the Directors who were subject to evaluation did not
participate. The results of the evaluation were discussed with the relevant Committees and
collectively by the Board as a whole. Constructive feedback was also sought on the
contributions of individual Directors. 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
has an optimum balance of discussion between operational and strategic issues. The Board
is proactively engaged on the key matters concerning talent, strategy, governance, etc.
There are specific areas identified by the Board as a part of this evaluation exercise for
the Board to engage itself with. 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, director's roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. Detailed presentations are made before the Board
Members at the Board and its Committee meetings covering various areas including business
strategy, branding, programming, financial performance and forecast, compliances/
regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the
familiarization program are available on the Company's website at:
https://www.enil.co.in at web link:
https://www.enil.co.in/policies-and-code-of-conduct.php
9. Policy on directors' appointment and remuneration
The Company's Policy on the Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of director and other matters as provided under Section 178 of the Act is
titled as Nomination & Remuneration Policy, and is available on the Company's
website at: https://www.enil.co.in at web link: https://www.enil.
co.in/policies-and-code-of-conduct.php and also appended as Annexure A to this
Report.
10. Vigil Mechanism
The Company has an adequate and functional 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 genuine concerns
about unethical behaviour, actual or suspected fraud or violation of the Company's
code of conduct and seek redressal, in line with the Company's 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. Vigil Mechanism provides adequate safeguards against victimization of persons
who use such mechanism for whistle blowing in good faith and it also ensures that the
interests of the person who uses such Mechanism are not prejudicially affected on account
of such use. The Board of Directors afirms 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 Company's website at:
https://www.enil.co.in at web link:
https://www.enil.co.in/policies-and-code-of-conduct.php
11. Audit Committee
The Audit Committee of the Company 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)
Ms. Sukanya Kripalu (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.
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 consists of the following Directors as
on the date of this Report:
Mr. Vineet Jain Chairman (Non- Executive Director)
Mr. Ravindra Kulkarni (Independent Non- Executive Director)
Mr. N. Subramanian (Executive Director & Group CFO) During the
financial year under review, the Committee met on May 6, 2022.
Brief description of terms of reference of the Committee inter-alia
includes:
Formulating and recommending 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;
Recommending the amount of expenditure to be spent on the CSR
activities to be undertaken by the Company;
Monitoring the CSR Policy of the Company from time to time;
Formulating and recommending to the Board, an Annual Action Plan in
pursuance of its CSR Policy, which shall include: the list of CSR projects or
programmes that are approved to be undertaken in areas or subjects specified in Schedule
VII of the Act; the manner of execution of such projects or programmes;
the modalities of utilisation of funds and implementation
schedules for the Provided projects or programmes; monitoring and reporting
mechanism for the projects or programmes; and details of need and impact
assessment, if any, for the projects undertaken by the company;
Approving specific projects, either new or ongoing, in pursuance of
the CSR Policy and the Annual Action Plan;
Recommending to the Board any alteration in the Annual Action Plan
approved by the Board along with reasonable justification;
Monitoring, reviewing the progress of the CSR initiatives
undertaken and reporting of the CSR activities to the Board from time to time;
Satisfying the Board on the utilization of the funds disbursed for
the purpose and in the manner approved by it;
Reviewing and recommending to the Board, the Annual Report on CSR
activities to be included in the Board's report;
Reviewing and recommending to the Board, if and to the extent
applicable, the need for impact assessment of the projects and appointment of impact
assessment agency and the impact assessment report to be obtained by the Company from time
to time;
Undertaking such activities and carrying out such functions as may
be provided under Section 135 of the Act and the rules issued thereunder.
CSR Policy development and implementation:
The CSR Policy is available on the Company's website at:
https://www.enil.co.in at web link: https://www.
enil.co.in/policies-and-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 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)
Ms. Sukanya Kripalu (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 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. N. Subramanian (Executive Director & Group CFO) 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. The Statutory Auditors of the Company have not reported any
details in respect of frauds as specified under Section 143(12) of the Act.
16. Auditors
The Members of the Company, at the 23rd AGM held on
September 27, 2022, had approved the appointment of Walker Chandiok & Co LLP,
Chartered Accountants (ICAI Firm Registration number - 001076N/ N500013) as the Statutory
Auditors of the Company for a term of five consecutive years, to hold the office
commencing from the conclusion of the 23rd AGM till the conclusion of the 28th
AGM. Walker Chandiok & Co LLP, Chartered Accountants have stated that they satisfy the
criteria provided in Section 141 of the Act.
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 2022-23. The Secretarial Audit Report for the financial year ended March
31, 2023 is appended as Annexure C-1 to this Report. The Secretarial
Compliance Report for the financial year ended March 31, 2023 is
appended as Annexure C-2 to this Report. The Secretarial Audit Report dated April
30, 2023 and Secretarial Compliance Report dated April 30, 2023 do not contain any
qualification, reservation or adverse remark or disclaimer.
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, 2024.
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. 4 of the Notice convening the AGM for ratification of the remuneration payable
to the Cost Auditors for the financial year ending on March 31, 2024.
Maintenance of cost records as specified by the Central Government
under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the
Company and accordingly, such accounts and records are made and maintained.
The Cost Audit Report for the financial year 2021-22 was filed on
September 3, 2022. The Cost Audit Report for the financial year 2022-23 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:
(a) Conservation of energy:
(i) Steps taken or impact on conservation of energy and the steps taken
by the Company for utilising alternate sources of energy:
Energy Conservation: We increased the efforts already executed
in the preceding years by regulating the electrical consumption at the transmitters,
studios and offices, which has resulted in substantial savings in energy cost in the
financial year under review.
Optimization of office spaces: As a part of our continuous
efforts in office space restructuring, we rationalised office space at more locations with
an efficient office design using LED lights and energy efficient electronic devices that
has contributed to reduction of about 40% in the energy consumption.
We have maximized energy savings in AC units. Air conditioner
(AC) usage patterns are monitored regularly to reduce electricity consumption without any
extra capital investment. AC units are set at optimum temperatures based on ambient
conditions, e.g., Studio ACs are set at not less than 25 degrees temperature. This has
helped achieve substantial savings. Transmitter power is optimally reduced in the night
band when listenership is low, and the ambient temperature is lower. We continue to
replace old conventional fixed speed ACs with Inverter/ VRV ACs for better energy savings.
We have successfully implemented a pilot project by installing a
Smart Room Cooling (SRC) at a transmission site for energy savings in air-conditioning.
Existing comfort ACs were replaced with a highly efficient industry grade product. Due to
its longer life, capex will be avoided for around 10-12 years which otherwise would be
incurred on replacing regular ACs periodically. The product has higher airflow with lower
energy consumption resulting in a short payback period.
UPS upgrades and load reassessment helped us reduce our
connected load across stations over the years by more than 300 KW.
(ii) Capital investment on energy conservation equipments: Rs. 6.30
lakhs
(b) Technology absorption:
(i) The efforts made towards technology absorption and benefits derived
like product improvement, cost reduction, product development or import substitution: Your
Company has consistently taken initiatives to improve productivity and increase
efficiencies in processes.
A Contest and Merchandise management tool was developed in
SharePoint and hosted on Azure Cloud. The workflow increased efficiency and improved
inventory management in the Contest management process. The tool also simplifies the
process of monitoring contest entries and managing winners, making it easier to track and
measure the success of contests.
A Creative brief approval workflow was developed and deployed on
SharePoint and hosted on the MS Azure Cloud. We automated the process of filing a creative
brief to Programming or Brewery teams for their review and approval. The workflow is
currently used by teams in 55 stations, substantially improved productivity, saved time
and helps archive creatives for future reference.
HR onboarding process was automated with SAP and integrated with
satellite system. This has resulted in reducing the turn-around-time of the HR team for
hiring and data synchronization, increased efficiency and reduced operating costs.
An API solution was developed for automating customer payment
transactions made through HDFC Bank. The inbound interface developed between HDFC Bank and
SAP ERP enabled us to reduce manual effort and errors, provide daily receipts
reconciliation and track new customers, thus increasing team productivity.
Hub Station Optimization: Successfully replicated Hub station
optimization for remote networked stations in Maharashtra. The centralized solution
resulted in optimal use of manpower and resources and savings in both capex and operating
expenses.
RCS ZettaCloud on Triton: Implemented RCS ZettaCloud for playout
of 39 deferred streams of 13 FM stations in 3 different time zones (PST, EST, GST) on the
Triton audio streaming platform for Mirchi App.
Infrastructure enhancement: With the focus on Digital
businesses, we expanded the infrastructure of our existing private cloud. This not only
augmented our goal of space and energy savings, but also gave us the complete control of
setting up new playout systems instantly by using the scalability and flexibility
parameters of the private cloud.
We continue to replace older analog consoles with IP consoles
due to their ease of installation, maintenance and flexibility.
Benefits derived: Improvement in processes, higher productivity,
cost effectiveness, time-savings, energy conservation are some of the major benefits
derived.
(ii) 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 business activities. (iii) 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.
(c) 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.
|
Financial Year 2022-23 |
Financial Year 2021-22 |
Foreign exchange earnings |
1,249.11 |
643.91 |
Foreign exchange outgo |
816.79 |
1,212.05 |
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 and Executive Director of the Company do not
receive any remuneration or commission from the Company's holding or subsidiary
companies. 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 second proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. The said
information is made available for inspection by the Members in electronic mode basis the
request being sent on enil.investors@timesgroup.com without payment of fee and same will
also be available during 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 Company's website at: www.enil.co.in.
21. Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return of the Company is available at the Company's website: (https://www.
enil.co.in) at url: https://www.enil.co.in/financials-annual-reports.php.
22. Share Capital & Listing of Securities
During the financial year under review, the Company has not issued: any
shares, debentures, bonds, warrants or securities; 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.
During the financial year under review, the Company has not bought back
its shares, pursuant to the provisions of Section 68 of the Companies Act, 2013 and Rules
made thereunder.
No shares are held in trust for the benefits of employees. There is no
change in the capital structure of the Company during the financial year under review. The
equity shares of the Company are listed 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 Integrated
Reporting. The information related to the Integrated Reporting forms part of the
Management Discussion & Analysis and Integrated Reporting has also been hosted on the
website of the Company: (https://www.enil.co.in) at url:
https://www.enil.co.in/financials-annual-reports. php.
24. Business Responsibility & Sustainability Report
As per Regulation 34 of the Listing Regulations, the Company has
published a separate Business Responsibility & Sustainability Report
(BRSR') for the financial year under review and is attached as Annexure E
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 complies with the applicable mandatory 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, 2023, 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, 2023 and of the loss 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 arm's 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.
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, Members of
the Company granted approval for the contracts/ arrangements/ transactions entered into
and/ or to be entered into with BCCL relating to the transfer and / or availing of
resources, services or obligations, for each of the five financial years of the Company
commencing from April 1, 2020, exceeding ten percent of the annual consolidated turnover
of the Company as per the last audited financial statements of the Company but not
exceeding the aggregate value of Rs. 200 crore (Rupees two hundred crore only) per annum,
on such terms and conditions as may be mutually agreed between the Company and BCCL.
Details of the Material Related Party Transactions entered during the year by the
Company, as required under Section 134(3) (h) of the Act (in the Form AOC 2) is attached
as Annexure F to this Report.
The Company's Policy on Materiality of related party transactions
and dealing with related party transactions is available on the Company's website at:
www.enil.co.in (url: https://www.enil.co.in/policies-and-code-of-conduct.php).
The related party transactions are entered into based on business
exigencies such as synergy in operations, profitability, market share enhancement etc. and
are intended to further the Company's interests. In accordance with the applicable
accounting standards, transactions with related parties are furnished in the financial
statements.
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
G to this Report and also uploaded on the Company's website at www.enil.co.in
(url: https:// www.enil.co.in/policies-and-code-of-conduct.php).
30. Particulars of loans given, investment made, guarantees given and
securities provided
The Company has not given any guarantees or provided any securities
under Section 186 of the Act. Particulars of loan given to the subsidiary company are
provided in Note 39 to the standalone financial statements and the said loan was repaid
during the financial year under review. The loan was given for business purposes.
Particulars of investments made by the Company during the financial year 2022-23 are
provided in Note 8 to the standalone financial statements.
31. Risk Management
The Board of Directors is responsible for ensuring that the Company has
appropriate systems of control in place - in particular, systems for risk management,
financial and operational control, and compliance with the laws and relevant standards.
Accordingly, the Board oversees the framing, implementing and the monitoring of the risk
management plan for the Company. The Board also ensures the integrity of the
Company's accounting and financial reporting systems, including the independent
audit.
The Audit Committee reviews adequacy and effectiveness of the
Company's internal control environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the Company's Risk
Management policies, systems and procedures. Internal Audit for the financial year under
review has been carried out by Deloitte Touche Tohmatsu India Limited Liability
Partnership (Deloitte'), the independent Internal Auditors. Internal Audit
covers key radio stations at pan India level and the 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.
The Company has adopted a Risk Management Policy pursuant to the
provisions of Section 134 and all other applicable provisions of the Companies Act, 2013
and Listing Regulations and also established related procedures to inform Board Members
about the risk assessment and minimization procedures. The Company has a strong Enterprise
Risk Management framework which is administered by the Senior Management team and
monitored by the Risk Management Committee. Major risks are identified and mitigation
measures are put in place, and the same are also reported to the Audit Committee and Board
of Directors along with the action taken report. The Risk Management Policy
envisages assessment of strategic risks, operational risks, financial risks, regulatory
risks, human resource risks, technological risks. The Risk Management Policy adopted by
the Company involves identification and prioritization of risk events, categorization of
risks into High, Medium and Low based on the business impact and likelihood of occurrence
of risks and Risk Mitigation & Control. The Risk Management Committee of the Company
comprises of the following members as of the date of this Report:
Mr. Vineet Jain (Non-Executive Chairman)
Mr. N. Kumar (Independent Director)
Mr. N. Subramanian (Executive Director & Group CFO)
Mr. Yatish Mehrishi (CEO)
A brief description of terms of reference and other relevant details of
the Risk Management Committee have been furnished in the Report on Corporate Governance.
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 Company's
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 the financial statements. The Company's internal
control systems, including internal financial controls, are commensurate with the nature
of its business and the size and complexity of its operations and same are adequate and
operating effectively. These systems are periodically tested and no reportable material
weakness in the design or operation was observed. The Audit Committee reviews the adequacy
and effectiveness of the Company's internal control system including internal
financial controls.
33. Consolidated Financial Statements
In accordance with the Companies Act, 2013 and applicable accounting
standards, the audited consolidated financial statements are provided and form part of the
Annual Report.
34. Subsidiary Companies
The Company has the following subsidiaries:
Alternate Brand Solutions (India) Limited (ABSL), a 100% subsidiary
based in India. ABSL recorded a total income of Rs. 46.25 lakhs during the financial year
ended March 31, 2023, as compared to
Rs. 89.52 lakhs during the financial year ended March 31, 2022. Profit
after Tax stood at Rs. 32.57 lakhs for the financial year ended March 31, 2023, as
compared to Profit of Rs. 32.57 lakhs during the financial year ended March 31, 2022.
Entertainment Network, INC (EN, INC) and a step-down subsidiary,
Entertainment Network, LLC (EN, LLC) based in the United States of America. EN, INC is a
100% subsidiary of the Company. EN, LLC is the 100% subsidiary of EN, INC. EN, INC
recorded a total consolidated income of
Rs. 1,515.38 lakhs during the financial year ended March 31, 2023, as
compared to Rs. 1,000.46 lakhs during the financial year ended March 31, 2022.
Consolidated loss after Tax stood at Rs. (359.91) lakhs for the financial year ended March
31, 2023 as compared to loss of Rs. (617.88) lakhs during the financial year ended March
31, 2022.
Global Entertainment Network Limited (GENL) (A company incorporated
under the laws of the State of Qatar having its registered office in Doha, Qatar). In
March 2021, the Company acquired 49% equity of GENL. The remaining 51% of the equity stake
is owned by another company (Marhaba FM). Basis the shareholding agreement executed by the
Company with Marhaba FM, the Company has a controlling interest over GENL. As a result,
the investment made in GENL is treated as an investment in a subsidiary as per Ind AS 110-
Consolidated Financial Statements. GENL recorded a total income of Rs. 970.66 lakhs during
the financial year ended March 31, 2023, as compared to Rs. 472.86 lakhs during the
financial year ended March 31, 2022. Profit after Tax stood at Rs. 82.71 lakhs for the
financial year ended March 31, 2023, as compared to Profit of Rs. 36.74 lakhs during the
financial year ended March 31, 2022.
Mirchi Bahrain WLL, based in the Kingdom of Bahrain, is a 100%
subsidiary of the Company. Mirchi Bahrain WLL became a wholly owned subsidiary of the
Company in April 2021. Mirchi Bahrain WLL recorded a total income of
Rs. 462.94 lakhs during the financial year ended March 31, 2023, as
compared to Rs. 393 lakhs during the financial year ended March 31, 2022. Consolidated
loss after Tax stood at Rs. (374.53) lakhs for the financial year ended March 31, 2023, as
compared to loss of Rs. (324.58) lakhs during the financial year ended March 31, 2022.
As per Section 129 of the Companies Act, 2013, a separate statement
containing the salient features of the financial statements of the Subsidiary Companies 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 subsidiaries.
The Company shall make available the financial statements and the
related detailed information of its subsidiaries to any Member of the Company or its
subsidiaries 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 by the Members in electronic mode basis the request being sent on
enil.investors@timesgroup.com without payment of fee and same will also be available
during the AGM. The consolidated financial statements presented by the Company include
financial results of its Subsidiary Companies.
The audited financial statements, including consolidated financial
statements and all other relevant documents required to be attached thereto are available
on the Company's website: www.enil. co.in.
The Policy for determining material subsidiaries is available at the
Company's website: www.enil.co.in at
https://www.enil.co.in/policies-and-code-of-conduct.php
35. Significant and material order
During the financial year under review, no significant and material
orders were passed by the regulators or courts or tribunals impacting the going concern
status and the Company's operations in future.
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. For building
awareness in this area, the Company has been conducting induction/ refresher programmes on
a continuous basis. The Company has in place a Policy for prevention of Sexual Harassment
at the Workplace in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Company has complied
with the applicable provisions of the said Act. Internal Complaints Committee has been set
up to redress complaints received regarding sexual harassment. During the financial year
under review, one complaint pertaining to sexual harassment was reported to the Internal
Complaints Committee of the Company. After a 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 for the consistent contribution made by the
employees at all levels through their hard work, dedication, solidarity and co-operation.
For and on behalf of the Board of Directors |
|
sd/- |
|
Vineet Jain |
|
Chairman |
Delhi, May 4, 2023 |
(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 |
|