Dear Members,
 
 The Directors have pleasure in presenting this Twelfith Annual Report
 together with the Audited Accounts of the Company for the financial
 year ended March 31, 2011.
 
 1.  Financial Highlights
 
                                                        Amount in Rupees
 
                                          Financial year  Financial year
                                             2010 - 2011     2009 - 2010
 
 Income                                    2,835,665,618   2,311,850,421
 
 Profit before Tax & Exceptional item        609,734,330     182,748,146
 
 Profit on sale of Subsidiary                126,848,239           —
 
 Tax Expenses                                214,493,272       4,079,063
 
 Profit afiter Tax                            522,089,297     178,669,083
 
 Profit brought Forward                      952,991,947     774,322,864
 
 Equity                                      476,704,150     476,704,150
 
 Transfer to General Reserve                      —               —
 
 Surplus carried to Balance Sheet          1,475,081,244     952,991,947
 
 2.  Financial Performance
 
 Your Company retained its position as the market leader in Private FM
 Radio Broadcasting Industry. Total income of the Company increased from
 Rs. 2,311,850,421 during the previous year to Rs. 2,835,665,618 during
 the year under review. Profit afiter tax was higher at Rs. 522,089,297.
 The performance is discussed in detail in the Management Discussion and
 Analysis Report which forms part of the Annual Report.
 
 3.  Operations
 
 This year saw the world economy coming back on track. The IMF reported
 that world economy grew at 5% in 2010 and is likely to grow at 4.5% in
 2011 and 2012. The world advertising market also came back on the
 growth path with Zenith Optimedia reporting that the world ad market
 grew by 5.5% in 2010. The momentum is expected to continue and the
 growth is expected to be 4.2%, 5.8% and 5.5% in 2011,
 
 2012 and 2013 respectively. The Indian economy, which was not adversely
 affected by the global downturn has also recovered and is expected to
 have grown 8% this year according to RBI estimates. The Indian
 advertising Industry which is directly dependent on the overall economy
 also had an impressive growth of nearly 17% this year. It is further
 expected to grow at 13% till 2015.
 
 The overall recovery has had a positive impact on your Company''s
 revenue performance. The Company''s total income grew by nearly 23%
 during the year under review.
 
 Your Company continued to keep a keen eye on costs and increasing the
 overall productivity of the Company. We are committed to maintaining a
 lean and smart operation. There is also a great deal of focus in
 keeping the culture of the Company vibrant and meritocratic so that
 talent is retained in the Company.
 
 Phase III of radio expansion has been pending for quite a while now and
 is expected finally to be announced in the next few months.  Your
 Company is gearing up to face the challenges and tap the opportunities
 that Phase III would throw at us. With the sale of the Company''s entire
 equity stake in Times Innovative Media Limited (erstwhile subsidiary of
 the Company- engaged in the ''Out Of Home Media business''), your Company
 has ensured that it is not burdened by the capital requirements of ''Out
 Of Home Media business'' and is able to garner resources and funds for
 the expansion plans of the radio business in Phase III.
 
 Your Company has benefited from some other important developments of
 this year. The Hon''ble Copyright Board passed an order this year which
 would cap the overall royalty payout by Radio broadcasters to music
 providers at 2% of the revenues of the broadcaster. This will have a
 positive impact on your Company''s profitability. Many music providers
 have challenged this order and the final verdicts on all these appeals
 are expected in due course of time. The Interim appeals were challenged
 in the Hon''ble Supreme Court and the Hon''ble Supreme Court has refused
 to stay the said Copyright Board''s order. We are confdent that the
 orders of the Hon''ble Copyright Board would continue to be upheld as it
 has been arrived at afiter an elaborate and exhaustive hearings.
 
 Your Company has continued its focus on strengthening its brand this
 year as well. Radio Mirchi continued to be the leader in 3 (Mumbai,
 Delhi and Kolkata) - out of the 4 RAM markets. While its lead has been
 challenged on some occasions, we are confdent that we would attain a
 consistent leadership position in these markets. We continue to be a
 very close second in Bangalore and actually got to the leadership
 position on a few occasions.
 
 Your Company once again achieved the leadership position in the only
 PAN India measurement of Radio through the IRS (Indian Readership
 Survey). The survey recorded Radio Mirchi''s listenership at 41.2 mn,
 which is significantly higher than the next radio brand.
 
 Your Company is very aware of the challenges and benefits that the
 increasing proliferation of digitization is introducing. We have made
 good progress on both the mobile and web platforms. Your Company had
 launched a mobile VAS product – Mirchi Mobile earlier this year, which
 has seen reasonable success. We are committed to making the brand a
 significant entity in the digital space as well and are working on
 creating processes which help create synergy between our on-air content
 and digital content.
 
 Your Company hosted the 3rd edition of the Mirchi Music awards this
 year. This tribute to the music fraternity –the artists, composers,
 lyricists - grew even bigger this year with the introduction of new
 categories of awards and an increased support from the fraternity
 itself.  We will continue to making this award more successful and
 bigger in scale in the coming years.
 
 Your Company was awarded with many honors this year. The most
 prestigious of them was being declared the most successful radio
 channel of the year by FICCI. We have been conferred this award two
 years in a row and are the only radio company to have received this
 award till date. The morning show of Delhi was awarded a Silver at the
 New York Festival awards this year in the category of Best Human Story.
 Radio Mirchi was also awarded the Power Brand of India in the
 Entertainment category by Planman consulting. We were the only radio
 station to have been bestowed with this honor. Some of the other media
 brands which were honored were Times of India, NDTV and Star Plus.
 
 Your Company is excited about the opportunities that the future holds.
 An economy that is growing, a sense of optimism amongst the
 advertisers, Phase III of FM radio expansion, a good year behind us –
 all of this gives us confdence that we will be able to meet your
 expectations in the next year. We are, as always, committed to creating
 value for the business, the industry and above all you.
 
 4.  Dividend
 
 In order to conserve the resources to augment future growth, your
 Directors do not recommend any dividend for the financial year 2010 -
 2011.
 
 5.  Fixed Deposits
 
 The Company has not accepted any fixed deposits and, as such, no amount
 of principal or interest was outstanding as on the date of the Balance
 Sheet.
 
 6.  Directors
 
 Mr. Richard Saldanha was appointed as an Additional Director
 (Independent Non-Executive Director), with effect from November 23,
 2010 pursuant to the provisions of Section 260 of the Companies Act,
 1956. Accordingly, Mr. Saldanha holds office up to the date of the
 forthcoming Annual General Meeting and being eligible, offers himself
 for appointment. Pursuant to the provisions of Section 257 of the
 Companies Act, 1956, a notice in writing has been received from a
 Member proposing Mr. Saldanha as a Director of the Company.
 
 Mr. Deepak M. Satwalekar (Independent Non-Executive Director) resigned
 from the Board of Directors of the Company effective from March 30,
 2011. The Board of Directors wishes to place on record their
 appreciation for the valuable services rendered by Mr. Satwalekar
 during his tenure.
 
 In accordance with the provisions of the Companies Act, 1956, read with
 the Articles of Association of the Company, Mr. N. Kumar and Mr.
 Ravindra Dhariwal retire by rotation at the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment.
 
 Brief resume of the Directors proposed to be appointed, nature of their
 expertise in specific functional areas, names of the companies in which
 they hold directorships and the memberships / chairmanships of
 Committees of the Board and their shareholding in the Company, as
 stipulated under the Clause 49 of the Listing Agreement entered into
 with the Stock Exchanges, are set out in the Annexure to the Notice
 forming part of the Annual Report.
 
 7.  Audit Committee
 
 The Audit Committee of the Company presently comprises Mr. N. Kumar
 (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr.
 Richard Saldanha. The Internal Auditors of the Company report directly
 to the Audit Committee. Brief description of the terms of reference of
 the Audit Committee has been furnished in the Report on Corporate
 Governance.
 
 8.  Auditors
 
 Messrs Price Waterhouse & Co., Chartered Accountants, the Statutory
 Auditors of the Company retire at the conclusion of the Twelfith Annual
 General Meeting and have confirmed their eligibility and willingness to
 accept office, if appointed.
 
 Members are requested to appoint Messrs Price Waterhouse & Co.,
 Chartered Accountants, as the Statutory Auditors of the Company for the
 period commencing from the conclusion of the Twelfith Annual General
 Meeting until the conclusion of the Thirteenth Annual General Meeting
 and to fix their remuneration.
 
 9.  Buy-Back of Shares
 
 During the financial year under review, the Company has not offered to
 buy-back any of its outstanding shares.
 
 10.  Conservation of Energy
 
 The operations of the Company are not energy intensive. Nevertheless,
 continuous efforts are being made by the Company and its employees to
 reduce the wastage of scarce energy resources.
 
 11.  Foreign Exchange Earnings & Outgo
 
 Statement pursuant to Section 217(1)(e) of the Companies Act, 1956,
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988:
 
 (i) Activities relating to export, initiatives to increase exports,
 developments of new export markets for products and services and export
 plan:
 
 The Company is actively exploring profitable business opportunities in
 the export market.
 
 (ii) Total foreign exchange earned and used:
 
                                                        Amount in Rupees
 
                                         Financial Year   Financial Year
 
                                            2010 - 2011     2009 – 2010
 
 Foreign exchange earnings                        —               —
 
 Foreign exchange outgo                       7,454,160       2,263,137
 
 12.  Technological Absorption, Adaptation and Innovation
 
 Statement pursuant to Section 217(1)(e) of the Companies Act, 1956,
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988, is hereunder:
 
 a) Efforts made towards technology absorption, 
 adaptation and innovation                            N.A.
 
 b) Benefits derived as a result of the above efforts  N.A.
 
 c) Information regarding imported technology         N.A.
 
 13.  Research & Development
 
 a) Specific areas in which Research and Development 
 is carried out by the Company                         N.A.
 
 b) Benefits derived as a result of the above research 
 and development                                       N.A.
 
 c) Future plan of action                              N.A.
 
 d) Expenditure on Research and Development            N.A.
 
 14.  Particulars of Employees
 
 Particulars of the employees as required under the provisions of
 Section 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975, as amended, are given in the
 annexure appended hereto and forms part of this report. In terms of
 Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and
 Accounts are being sent to all the Members excluding the aforesaid
 annexure. Any Member interested in obtaining a copy of the said
 annexure may write to the Company Secretary at the Registered Office of
 the Company.
 
 15.  Share Capital & Listing of Securities
 
 The equity shares of the Company are listed and admitted to dealings on
 Bombay Stock Exchange Limited (BSE) and National Stock Exchange of
 India Limited (NSE) effective from February 15, 2006. Annual Listing
 Fee has been paid to each exchange.
 
 16.  Management Discussion and Analysis Report
 
 Management Discussion and Analysis Report for the financial year under
 review as stipulated in Clause 49 of the Listing Agreement entered into
 with the Stock Exchanges is set out in a separate section forming part
 of the Annual Report.
 
 17.  Corporate 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 in Clause 49 of the Listing Agreements entered into with the
 Stock Exchanges. A separate report on Corporate Governance is enclosed
 as a part of the Annual Report along with the Certificate from a
 practicing company secretary confirming compliance with the conditions
 of Corporate Governance. Observations of the practicing Company
 Secretary in the aforesaid Certificate has been adequately dealt with in
 the report on Corporate Governance, which forms part of the Annual
 Report.
 
 18.  Directors'' Responsibility Statement
 
 Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
 1956, the Directors, based on the representations received from the
 Operating Management, hereby confirm that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures;
 
 (ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have applied the suggested accounting
 policies consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company for the financial year ended on March 31, 2011
 and of the profit of the Company for that period;
 
 (iii) they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities, to the best of
 their knowledge and ability;
 
 (iv) they have prepared the annual accounts on a going concern basis.
 
 19.  Subsidiary Companies
 
 Alternate Brand Solutions (India) Limited is engaged in the business of
 event management/ experiential marketing under the brand and style
 ''360°''.
 
 On December 29, 2010, the Company sold its entire equity stake of 83.44
 % in Times Innovative Media Limited [''TIM''] to Bennett, Coleman &
 Company Limited [''BCCL'']. BCCL is the parent company of the Company
 (''ENIL''). Consequent to the sale, TIM ceased to be a subsidiary of the
 Company with effect from December 30, 2010.
 
 Based on the outstanding debt in the Balance Sheet of TIM as on the
 date of the consummation of the transaction, the enterprise value for
 the sale amounted to Rs. 130.4 crores. Pursuant to the sale, ENIL
 received a cash consideration of Rs. 45 crores for its equity
 investment of Rs. 32 crores in TIM. Further, it also received full
 repayment for the loans advanced to TIM and amounting to Rs. 58 crores
 as on the date of the consummation of transaction. The resultant cash
 infows helped ENIL retire its entire debt and build sizeable cash
 reserves for the upcoming Phase III expansion. The sale also relieved
 ENIL from the burden of meeting the sizeable funding requirements of
 TIM. BCCL also assumed all the obligations and liabilities under the
 guarantees provided by ENIL on account of TIM.
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Balance Sheet, Profit and Loss Account and other documents
 of its subsidiary companies to the Balance Sheet of the Company.
 Pursuant to the approval from the Government of India, Ministry of
 Corporate Affairs vide their letter No. 47/51/2011-CL-III dated
 February 1, 2011, the Balance Sheet, Profit and Loss Account and other
 documents of the Subsidiary Company are not attached to the Balance
 Sheet of the Company. Further it may also be noted that vide General
 Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of
 India (Ministry of Corporate Affairs), general exemption has been
 granted to companies from attaching financial statements of
 subsidiaries, subject to fulfillment of conditions stated in the said
 circular.
 
 Relevant financial information of the Subsidiary Company is disclosed in
 the Annual Report. The Company shall make available the Annual Accounts
 and the related detailed information of its subsidiary to any Member of
 the Company or its subsidiary who may be interested in obtaining the
 same at any point of time. These documents will also be available for
 inspection during business hours at the Registered Office. The
 Consolidated Financial Statements presented by the Company include
 financial results of its subsidiary companies.
 
 20.  Consolidated Financial Statements
 
 In accordance with the Accounting Standard 21 on Consolidated Financial
 Statements, the audited Consolidated Financial Statements are annexed
 and form part of the Annual Report.
 
 21.  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 confdence in the
 management of the Company. Your Directors are pleased to place on
 record their appreciation of the consistent contribution made by
 employees at all levels through their hard work, dedication, solidarity
 and cooperation and acknowledge that their efforts have enabled the
 Company to achieve new heights of success.
 
                            For and on behalf of the Board of Directors
 
                                                       Vineet Jain
 Mumbai, May 23, 2011                                    Chairman
 
 Registered Office:
 
 4th Floor, ''A'' Wing, Matulya Centre, 
 Senapati Bapat Marg, Lower Pare (West), 
 Mumbai – 400 013.