The Directors have pleasure in presenting this Thirteenth Annual
 Report together with the Audited Accounts of the Company ENIL] for
 the financial year ended March 31, 2012.
 
 I.  Financial Highlights
 
                                                         Amount in Rs
 
                                 Financial Year      Financial Year
 
                                     2011-2012            2010-2011
 
 Income                           3,129,475,246       2,846,848,316
 
 Profit before Tax & 
 Exceptional item                   797,466,918         609,734,330
 
 Profit on sale of Long 
 Term Investment                         -              126,848,239
 
 Tax expense                        232,371,797         214,493,272
 
 Profit after Tax                   565,095,121         522,089,297
 
 Profit brought Forward           1,475,081,244         952,991,947
 
 Equity                             476,704,150         476,704,150
 
 Transfer to General Reserve             -                    -
 
 Surplus carried to 
 Balance Sheet                    2,040,176,365       1,475,081,244
 
 1. 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 2,846,848,316 during the previous year to Rs 3,129,475,246 during the
 year under review. Profit after tax was higher at Rs 565,095,121. The
 performance is discussed in detail in the Management Discussion and
 Analysis Report which forms part of the Annual Report: ''
 
 2. Operations
 
 The year has been a challenging one for the media industry.  The
 slowdown in the economy with the GDP growth at 6.1% in the 3rd quarter
 of FY12 and the uncertainty about any recovery happening soon has lead
 to advertisers curtailing or deferring ad spends. This has impacted
 your Company as well. ENIL''s total income grew by a modest 9.9% this
 year to Rs 312.9 crs.  Your Company''s EBITDA grew by 17,3% and crossed
 the Rs 112.2 crs. milestone for the first time. Your Company''s net
 profit stood atRs 56.5 crs., a growth of 43.0% (without exceptional
 items). In these trying times, your Company has maintained its revenue
 market share amongst private broadcasters at 33-35%.
 
 The challenging conditions motivated your Company to focus on
 developing more innovative sales propositions and go-to market
 solutions for the advertisers. Your Company significantly ease us
 in union building so as to keep the listenership lead
 intact. Your Company has maintained its leadership in listenership this
 year as well. ENIL remained the number one brand in each of the
 quarterly IRS reports of the year. It also showed strong results in
 research conducted by RAM (Radio Audience Measurement).
 
 You will be happy to know that your Company was recognized by FICCI,
 for the third continuous year, as the most successful radio company of
 the year. The strength of the Radio Mirchi brand and the prowess of its
 programming and marketing teams were also recognized at the Excellence
 in Radio Advertising (ERA) awards function at this year''s India Radio
 Forum (IRF), where ENIL received the maximum number of awards. Your
 Company also received several other awards during the year, in
 recognition of its strong performance.
 
 During the year, your Company entered the UAE through a tie-up with the
 Abu Dhabi Media Company (ADMC). Radio Mirchi can now be heard in Dubai,
 Al Ain, Abu Dhabi and the other emirates in the UAE. The initial
 reports from the UAE are very encouraging. As always, we are committed
 to providing the best entertainment to our listeners, wherever they are
 present.
 
 Your Company made progress on the Digital side of the business also. As
 you know, the internet is fast expanding its presence in India with
 more than 120 million Indians using it for emails, social networking,
 e-commerce, entertainment, etc.  This number is expected to grow to
 more than 300 million in the next 2-3 years. Keeping this in mind, your
 Company has made Digital very much a part of its overall programming
 and business strategy. Your Company launched two internet radio
 stations - Purani Jeans and Meethi Mirchi. You may access them on
 www.radiomirchi.com. Your Company also expanded the Mirchi Mobile
 service by adding a Bhojpuri radio feed created especially for the
 mobile platform.
 
 Your Company continued its support to and appreciation of the highly
 creative music fraternity this year also. This year, we had , an even
 bigger Hindi Mirchi Music Awards (MMA) function. In its 4th year, the
 awards saw even higher participation from the music fraternity. We feel
 proud that through these awards, your Company is giving the artists the
 true respect they deserve.  We extended this reverence to the music
 fraternity in the four southern states two years back. This year, we
 launched the first edition of the Bangla Mirchi Music Awards.
 
 Your Company is confident about the future. This confidence comes from
 recognizing the challenges that lie ahead, identifying the continuous
 changes in listener tastes and remaining sensitive to advertisers''
 needs. This confidence comes from constantly directing our efforts and
 resources towards creating a stronger, digitally robust and
 continuously innovating brand.
 
 After getting unexpectedly delayed in FY12, we are hopeful that the
 Phase 3 policy will move ahead in FY13 with the auctioning process
 expected to begin in FY13. Phase 3 is an exciting opportunity for your
 Company to grow. The management has prepared detailed plans for
 participation in the auctions and the Directors of your Company are
 guiding management in the making of these plans.
 
 4. Divided
 
 In order to conserve the resources for future growth, your Directors do
 not recommend any dividend for the financial year 2011-2012.
 
 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.  Director!''
 
 In accordance with the provisions of the Companies Act, 1956, read with
 the Articles of Association of the Company, Mr. Vineet Jain and Mr.
 Ravindra Kulkarni 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 re-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 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 Thirteenth
 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 Thirteenth Annual General
 Meeting until the conclusion of the Fourteenth Annual General Meeting
 and to fix their remuneration.
 
 9.  Cost Auditor
 
 The Company is required to comply with the relevant provisions of the
 Cost Accounting Records (Telecommunication Industry) Rules 2011,
 notified on December 7, 2011. Effective date of implementation of the
 aforesaid Rules is April 1, 2012. The Company is in the process of
 appointing the Cost Auditor as per the General Circular No. 15/ 2011
 dated April 11, 2011 issued by the Ministry of Corporate Affairs, Cost
 Audit Branch, read with the Companies (Cost Audit Report) Rules, 2011
 for cost audit of the cost records. The cost audit requirements of the
 cost records of the Company will be applicable from the financial year
 2012-2013 onwards.
 
 10.  Buy-Back of Shares
 
 During the financial year under review, the Company has not offered to
 buy-back any of its outstanding shares.
 
 11.  Conservation of Energy cl Technology Absorption
 
 The Company is in the business of FM Radio Broadcasting.  Hence, most
 of the information required to be provided under 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 not
 applicable.
 
 However the information, as applicable, is given hereunder:
 
 (i) Conservation of Energy:
 
 The operations of the Company are not energy intensive.
 
 Nevertheless, continuous efforts are being made by the
 Company and its employees to reduce the wastage of scarce energy
 resources.
 
 (ii) Technology Absorption:
 
 Whenever there is requirement, the Company evaluates the best
 technology available globally for improving the '' productivity and
 quality of its operations.
 
 The Company is currently implementing Customer
 
 - Relationship Management (CRM) by leveraging the existing SAP
 landscape to improve process control and sales efficiency. This will
 not only help the current 32 radio stations, but will also aid the
 future expansion.
 
 (iii) Research & Development:
 
 The Company is scaling up its digital and mobile presence in a
 significant way. The Company already streams 2 music feeds through
 Gaana.com platform. In mobile space, the Company offers 15 radio feeds
 on a dial-in IVR platform
 . which is available across telecom networks.     .
 
 12.  Foreign:
 
 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 overseas market.
 
 (ii) -Total foreign exchange earned and used:
 
                                                           Amount in Rs  
 
                                 Financial Yieal       Financial Year 
                                       2011-2012            2010-2011
 
 Foreign exchange earnings            13,164,105                -
 
 Foreign exchange outgo                8,122,585            7,454,160
 
 13.  Particulars of Employ
 
 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.
 
 14.  Share Capital & Listing of Securities
 
 The equity shares of the Company are listed and admitted to dealings on
 BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)
 effective from February 15, 2006. Annual Listing Fee has been paid to
 each exchange.
 
 15.  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.
 
 16 Corporate Government
 
 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 Agreement 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 the
 Practicing Company Secretary confirming compliance with the conditions
 of Corporate Governance. Observation 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.
 
 17.  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,
 2012 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.
 
 18.  Subsidiary Company
 
 Alternate Brand Solutions (India) Limited (ABSL) is engaged in the
 business of events. ABSL classifies events into two types- '' Managed
 Events in which ABSL manages its clients'' events on their behalf and
 IPR (Intellectual Property Rights) events in which ABSL builds its own
 event brands.
 
 During the year, ABSL decided not to carry out Managed Events on
 account of poor margins and excessive competition from the unorganized
 sector. Consequently, the results of this year are not comparable with
 those of the previous years. The total income recorded by ABSL during
 FY12 was Rs 11.2 crs. with an EBITDA loss of Rs 0.3 crs. ABSL ensured
 that its receivables position was handled satisfactorily.
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Balance Sheet, the Profit and Loss Account (Statement of
 Profit and Loss) and other documents of its subsidiary companies to the
 Balance Sheet of the Company. 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. Accordingly, the
 Balance Sheet, the Profit and Loss Account (Statement of Profit and
 Loss) and other documents of the Subsidiary Company are not attached to
 the Balance Sheet of the Company.
 
 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.
 
 19.  Consolidated Financial r: lnaccordancewiththeAccountingStandard21
 on Consolidated Financial Statements, the audited Consolidated
 Financial Statements are annexed and form part of the Annual Report.
 
 20, Acknowledgements
 
 Your Directors take this opportunity to convey their appreciation to
 all the members, listeners, advertisers, media agencies, dealers,
 suppliers, bankers, regulatory and government authorities and all other
 business associates for their continued support and confidence in the
 management of the Company.  Your Directors are pleased to place on
 record their appreciation of the consistent contribution made by
 employees at all levels through their hard work, dedication, solidarity
 and 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 25, 2012                                          Chairman
 
 Registered Office:
 
 4th Floor, ''A'' Wing, Matulya Centre,
 
 Senapati Bapat Marg,
 
 Lower Parel (West),
 
 Mumbai-400 013.