FINAL PROSPECTUS

Please read Section 60B of the Companies Act, 1956

Dated February 2, 2006
100% Book Built Issue

ENTERTAINMENT NETWORK (INDIA) LIMITED

(Our Company was incorporated on June 24, 1999 at Mumbai under the Companies Act, 1956, with the Registration No. 11-120516. The Registered
Office of our Company was shifted from 22, Ashoka Apartments, Napean Sea Road, Mumbai 400 006 to The Times of India Building, Dr. D. N. Road,
Mumbai 400 001. Subsequently it was shifted to 4th, Floor, Matulya Centre, A - Wing, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013.)
Registered Office: 4th Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013;
Tel: +91 22 5662 0600; Fax: +91 22 5661 5020.
Corporate Office: Trade Gardens, Ground Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013.
Tel: +91 22 5553 6983; Fax: +91 22 5553 6900. Contact Person: Mr. Anil Fernandes; E-mail: ipo@radiomirchi.com; Website: www.enil.co.in

PUBLIC ISSUE OF 12,000,000 EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS. 162 PER EQUITY SHARE

INCLUDING SECURITIES PREMIUM OF RS. 152 PER EQUITY SHARE

FOR CASH AGGREGATING RS. 1,944 MILLION (HEREINAFTER REFERRED TO AS THE ISSUE), INCLUDING EMPLOYEE RESERVATION OF 200,000 EQUITY SHARES OF FACE
VALUE OF RS. 10 EACH AT A PRICE OF RS. 162 PER EQUITY SHARE FOR CASH AGGREGATING RS. 32.4 MILLION (HEREINAFTER REFERRED TO AS THE EMPLOYEE RESERVATION

PORTION). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION SHALL BE HEREINAFTER REFERRED TO AS THE NET ISSUE. THERE WILL ALSO BE A GREEN SHOE
OPTION OF UP TO 1,200,000 EQUITY SHARES FOR CASH AT A PRICE OF RS. 162 PER EQUITY SHARE AGGREGATING RS. 194.4 MILLION. THE ISSUE WILL CONSTITUTE
25.88% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY ASSUMING THAT THE GREEN SHOE OPTION IS NOT EXERCISED AND 27.75% OF THE POST ISSUE PAID-UP
CAPITAL OF THE COMPANY ASSUMING THAT THE GREEN SHOE OPTION IS EXERCISED IN FULL.
ISSUE PRICE Rs. 162 PER EQUITY SHARE
THE ISSUE PRICE IS 16.2 TIMES OF THE FACE VALUE
In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision, subject to the
Bidding Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely
disseminated by notification to the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, by issuing a press release
and by indicating the change on the websites of the Book Running Lead Managers (BRLMs) and the terminals of the member of the Syndicate.
This Issue is being made through a 100% Book Building Process wherein at least 50% of the Net Issue shall be allotted on a proportionate basis to
Qualified Institutional Buyers (QIBs). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. If at
least 50% of the Net Issue cannot be allotted to QIBs, then the entire application money will be refunded. Further, not less than 15% of the Net Issue
shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Net Issue shall be available for
allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. Further, 200,000
Equity Shares shall be available for allocation on a proportionate basis to Employees, subject to valid Bids being received at or above the Issue
Price.

RISK IN RELATION TO FIRST ISSUE

This being the first issue of the Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face
value of the shares is Rs.10 and the Issue Price is 16.2 times of the face value. The Issue Price (as determined by the Company, in consultation
with the BRLMs on the basis of assessment of market demand for the Equity Shares by way of book building) should not be taken to be indicative
of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained
trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in
this Issue. For taking an investment decision, investors must rely on their own examination of the Company and this Issue including the risks
involved. The Equity Shares issued in this Issue have not been recommended or approved by the Securities and Exchange Board of India
(SEBI), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the statements
in the chapter titled Risk Factors beginning on page xiii of this Prospectus.

COMPANYS ABSOLUTE RESPONSIBILITY

The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with
regard to the Company and this Issue, which is material in the context of this Issue, that the information contained in this Prospectus is true and
correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held
and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect.

LISTING
The Equity Shares issued through this Prospectus are proposed to be listed on the Bombay Stock Exchange Limited (BSE) and The National
Stock Exchange of India Limited (NSE). We have received in-principle approvals from these Stock Exchanges for the listing of our Equity
Shares pursuant to letters dated November 29, 2005 and December 5, 2005, respectively. For purposes of this Issue, BSE is the Designated Stock
Exchange.

REGISTRAR TO THE ISSUE

BOOK RUNNING LEAD MANAGERS

JM Morgan Stanley Private Limited

141, Maker Chambers III,
Nariman Point,
Mumbai - 400 021.
Tel: +91 22 5630 3030
Fax:+91 22 5630 1694
Contact Person: Mr. Abhishek Goel
E-mail: enil_ipo@jmmorganstanley.com
Website: www.jmmorganstanley.com

Enam Financial Consultants Private Limited

801, Dalamal Tower,
Nariman Point,
Mumbai - 400 021.
Tel: +91 22 5638 1800
Fax: +91 22 2284 6824
Contact Person: Ms. Shilpa Jhaveri
E-mail: enil@enam.com
Website: www.enam.com

Karvy Computershare Private Limited

Unit:- ENIL Public Issue
Karvy House, 46, Avenue 4,
Street No. 1, Banjara Hills,
Hyderabad - 500 034.
Tel: + 91 40 23312454
Fax: + 91 40 23311968
Contact Person: Mr. M. Murlikrishna
E-mail: enil_ipo@karvy.com
Website: www.karvy.com

ISSUE PROGRAMME
BID / ISSUE OPENED ON : JANUARY 23, 2006

BID / ISSUE CLOSED ON : JANUARY 27, 2006

TABLE OF CONTENTS
Page
Section I General
Definitions and Abbreviations ................................................................................................................
Presentation of Financial and Use of Market Data ..................................................................................
Forward Looking Statements ..................................................................................................................

i
xi
xii

Section II Risk Factors

Risk Factors .............................................................................................................................................

xiii

Section III Introduction

Summary .................................................................................................................................................
The Issue .................................................................................................................................................
Green Shoe Option .................................................................................................................................
General Information .................................................................................................................................
Capital Structure ......................................................................................................................................
Objects of The Issue ................................................................................................................................
Basis of Issue Price ..................................................................................................................................
Statement of Tax Benefits ......................................................................................................................

1
8
9
12
19
28
32
35

Section IV About Us
Industry ....................................................................................................................................................
Our Business ...........................................................................................................................................
Regulations and Policies ..........................................................................................................................
History and Other Corporate Matters ......................................................................................................
Our Management ....................................................................................................................................
Our Promoters and their Background ......................................................................................................
Our Subsidiary .........................................................................................................................................
Our Promoter Group Companies ............................................................................................................
Related Party Transactions ......................................................................................................................
Dividend Policy ........................................................................................................................................

43
55
72
81
86
94
98
100
110
111

Section V Financial Statements

Report of our Statutory Auditors, Price Waterhouse & Co., Chartered Accountants .............................
Managements Discussion and Analysis of Financial Conditions and Results of Operations ...............

112
141

Section VI Legal and Regulatory Information

Outstanding Litigation, Material Developments and Other Disclosures ................................................
Government / Statutory and Business Approvals .................................................................................
Other Regulatory and Statutory Disclosures ..........................................................................................

160
196
206

Section VII Issue Related Information

Issue Structure ........................................................................................................................................
Terms of the Issue ...................................................................................................................................
Issue Procedure .......................................................................................................................................

213
217
219

Section VIII Main Provisions of the Articles of Association of the Company

Main Provisions of the Articles of Association of the Company ............................................................

242

Section IX Other Information

Material Contracts and Documents for Inspection .................................................................................
Declaration ...............................................................................................................................................

256
258

SECTION I GENERAL
DEFINITIONS AND ABBREVIATIONS
Term

Description

Entertainment Network (India) Limited, Unless the context otherwise requires, refers to Entertainment Network (India)
ENIL, our Company, the Company
Limited, a public limited company incorporated under the Companies Act on an
and Issuer
unconsolidated basis.
TIMPL, Subsidiary and our
Subsidiary

Unless the context otherwise requires, refers to our subsidiary, Times

Innovative Media Private Limited.

we, us and our

Unless the context otherwise requires, refers to ENIL and our Subsidiary on a
consolidated basis.

BCCL

Bennett, Coleman & Company Limited, a public limited company.

TIML

Times Infotainment Media Limited, a public limited company incorporated under

the Companies Act, as defined below.

Promoter(s)

Unless the context otherwise requires, refers to BCCL and TIML.

General Conventional Terms

Term

Description

Articles/ Articles of Association

The Articles of Association of our Company.

Auditors

The statutory auditors of our Company, being Price Waterhouse & Co., Chartered
Accountants.

Board of Directors / Board

The Board of Directors of our Company or a Committee thereof.

Capital Reduction

The reduction of our issued, paid-up and subscribed capital from Rs. 1,169.60
million to Rs. 339.18 million with effect from April 1, 2005, which was effected
pursuant to the order of the High Court of Bombay dated October 28, 2005.

Companies Act

The Companies Act, 1956, as amended from time to time.

Depositories Act

The Depositories Act, 1996, as amended from time to time.

Depository

A depository registered with SEBI under the SEBI (Depositories and Participant)
Regulations, 1996, as amended from time to time.

Depository Participant

A depository participant as defined under the Depositories Act.

Director(s)

Director(s) of our Company unless otherwise specified.

Financial Year/ Fiscal/ FY

The period of twelve months ended March 31 of that particular year.

Insurance Act

Insurance Act, 1938, as amended from time to time.

Memorandum/ Memorandum of
Association

The Memorandum of Association of our Company.

Non Resident

All eligible Bidders, including NRIs, FIIs registered with SEBI and FVCIs registered
with SEBI, who are persons not resident in India.

NRI/ Non-Resident Indian

A person resident outside India, as defined under FEMA and who is a citizen of
India or a person of Indian origin, each such term as defined under the FEMA
(Deposit) Regulations, 2000, as amended.
i

Term

Description

PIO/ Person of Indian Origin

A person of Indian origin as defined under the FEMA (Deposit) Regulations, 2000,
as amended who is a citizen of any country other than Bangladesh or Pakistan, if
(a) he at any time held an Indian passport; or
(b) he or either of his parents or any of his grand-parents was a citizen of India by
virtue of the Constitution of India or the Citizenship Act, 1955; or
(c) the person is the spouse of an Indian citizen or a person referred to in subclause (a) or (b).

Registered Office of the Company

4th Floor, A - Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West),
Mumbai 400 013.

SEBI Guidelines

The SEBI (Disclosure and Investor Protection) Guidelines 2000, as amended from
time to time, including instructions, guidelines and clarifications issued by SEBI
from time to time.

SEBI Insider Trading Regulations

The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from

time to time, including instructions and clarifications issued by SEBI from time to
time.

TRS or Transaction Registration Slip

The slip or document issued by the members of the Syndicate to the Bidder as
proof of registration of the Bid.

Issue related Terms and Abbreviations

Term

Description

Allotment/ Allotment of Equity Shares

Unless the context otherwise requires, issue of Equity Shares pursuant to this
Issue.

Bid

An indication to make an offer, made during the Bidding Period by a prospective

investor to subscribe to the Equity Shares at a price within the Price Band, including
all revisions and modifications thereto.

Bid Amount

The highest value of the optional Bids indicated in the Bid-cum-Application Form
and payable by the Bidder on submission of the Bid for this Issue.

Bid/ Issue Closing Date

January 27, 2006

Bid/ Issue Opening Date

January 23, 2006

Bid-cum-Application Form

The form in terms of which the Bidder shall make an offer to subscribe to the
Equity Shares of the Company and which will be considered as the application for
allotment in terms of the Red Herring Prospectus and Prospectus.

Bidder

Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus, Prospectus and the Bid-cum-Application Form.

Book Building Process

Book building mechanism as provided under Chapter XI of the SEBI Guidelines, in

terms of which this Issue is made.

BRLMs

Book Running Lead Managers to this Issue, in this case being JM Morgan Stanley
Private Limited and Enam Financial Consultants Private Limited.

CAN/ Confirmation of Allocation Note

The note or advice or intimation of allocation of Equity Shares sent to the Bidders
who have been allocated Equity Shares after discovery of Issue Price in the Book
Building Process.
ii

Term

Description

Cap Price

The upper end of the Price Band, above which the Issue Price will not be finalised
and above which no Bids will be accepted.

Cut-off

The Issue Price finalised by the Company in consultation with the BRLMs and it
shall be any price within the Price Band. A Bid submitted at the Cut-off Price by a
Retail Individual Bidder is a valid Bid at all price levels within the Price Band.

Designated Date

The date on which funds are transferred from the Escrow Account to the Public
Issue Account after the Prospectus is filed with the Registrar of Companies,
Maharashtra, following which the Board of Directors shall allot Equity Shares to
successful Bidders.

Designated Stock Exchange

Bombay Stock Exchange Limited.

Draft Red Herring Prospectus

The Draft Red Herring Prospectus filed with SEBI on November 11, 2005.

Employee/ Employees (in the `

Employee Reservation Portion)

All or any of the following:

a) A permanent employee of the Company;
b)

A director of the Company (whether a whole-time director, part time director

or otherwise); and

c)

Any person as defined in (a) or (b) above of TIMPL or TIML.

An Employee, as used in the context of the Employee Reservation Portion, should

be an Indian National, based in India and physically present in India on the date of
submission of the Bid-cum-Application Form. Also, such person should be an
Employee on the payroll of the Company, TIML or TIMPL on the date of filing the
Red Herring Prospectus with the Registrar of Companies.
Employee Reservation Portion

The portion of the Issue being a maximum of 200,000 Equity Shares available for
allocation to Employees.

Enam

Enam Financial Consultants Private Limited.

Equity Shares

Equity Shares of the Company of face value of Rs. 10 each unless otherwise
specified in the context thereof.

Escrow Account

Account opened with Escrow Collection Bank(s) and in whose favour the Bidder
will issue cheques or drafts in respect of the Bid Amount when submitting a Bid.

Escrow Agreement

Agreement dated January 20, 2006 entered into among the Company, the Registrar
to this Issue, the Escrow Collection Banks and the BRLMs in relation to the collection
of the Bid Amounts and dispatch of the refunds (if any) of the amounts collected,
to the Bidders.

Escrow Collection Bank(s)/ Banker(s)

to the Issue

The banks, which are registered with SEBI as Banker (s) to the Issue at which the
Escrow Account for the Issue will be opened, in this case being HDFC Bank
Limited, Kotak Mahindra Bank Limited, ICICI Bank Limited, The Hongkong and
Shanghai Banking Corporation Limited and Standard Chartered Bank.

First Bidder

The Bidder whose name appears first in the Bid-cum-Application Form or Revision
Form.

Floor Price

The lower end of the Price Band, below which the Issue Price will not be finalised
and below which no Bids will be accepted.

iii

Term

Description

Green Shoe Lender

TIML .

Green Shoe Option

An option to the BRLMs and the Company, in consultation with the Stabilising
Agent, to allocate Equity Shares in excess of the Equity Shares included in the
Issue and operate a post-listing price stabilisation mechanism in accordance with
Chapter VIII - A of the SEBI Guidelines, which is to be exercised through the
Stabilising Agent.

Green Shoe Option Portion

The portion of the Issue being up to 1,200,000 Equity Shares aggregating

Rs. 194.40 million if Green Shoe Option is exercised in full.

GSO Bank Account

The bank account opened by the Stabilising Agent under the Stabilisation
Agreement.

GSO Demat Account

The demat account opened by the Stabilising Agent under the Stabilisation
Agreement.

Indian GAAP

Generally accepted accounting principles in India.

Indian National

As used in the context of the Employee Reservation Portion, a citizen of India as

defined under the Indian Citizenship Act, 1955, as amended, who is not an NRI.

Issue

The issue of 12,000,000 Equity Shares of Rs. 10 each fully paid up at the Issue
Price aggregating Rs.1,944.00 million excluding the Green Shoe Option Portion.

Issue/ Bidding Period

The period between the Bid / Issue Opening Date and the Bid/Issue Closing Date
inclusive of both days and during which prospective Bidders can submit their Bids.

Issue Price

Rs. 162 per Equity Share

JMMS

JM Morgan Stanley Private Limited.

Margin Amount

The amount paid by the Bidder at the time of submission of the Bid, being 10% to
100% of the Bid Amount.

Mutual Funds

Means mutual funds registered with SEBI pursuant to the SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time.

Net Issue

The issue of Equity Shares other than Equity Shares included in the Employee
Reservation Portion. The Net Issue does not include the Green Shoe Option
Portion.

Non Institutional Bidders

All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders
and who have Bid for Equity Shares for an amount more than Rs. 100,000.

Non Institutional Portion

The portion of this Issue being at least 15% of the Net Issue consisting of 1,770,000
Equity Shares of Rs. 10 each aggregating Rs.286.74 million, available for allocation
to Non Institutional Bidders.

Over Allotment Shares

Equity Shares allotted pursuant to the Green Shoe Option.

Pay-in Date

Bid/Issue Closing Date or the last date specified in the CAN sent to Bidders
receiving allocation who pay less than 100% margin money at the time of bidding,
as applicable.

iv

Term

Description

Pay-in-Period

Means:
(i)

with respect to Bidders whose Margin Amount is 100% of the Bid Amount,
the period commencing on the Bid/ Issue Opening Date and extending until
the Bid/Issue Closing Date; and

(ii) with respect to QIBs, whose Margin Amount is 10% of the Bid Amount, the
period commencing on the Bid/Issue Opening Date and extending until the
closure of the Pay-in Date.
Price Band

The price band of a minimum price (Floor Price) of Rs. 144 and the maximum
price (Cap Price) of Rs. 162 and includes revisions thereof.

Pricing Date

The date on which the Company in consultation with the BRLMs finalises the
Issue Price.

Prospectus

This Prospectus, filed with the Registrar of Companies, Maharashtra containing,

inter alia, the Issue Price that is determined at the end of the Book Building
Process, the size of this Issue and certain other information.

Public Issue Account

Account opened with the Banker to this Issue to receive monies from the Escrow
Account for this Issue on the Designated Date.

QIB Margin Amount

An amount representing at least 10% of the Bid Amount.

QIB Portion

Consists of 5,900,000 Equity Shares of Rs. 10 each aggregating Rs. 955.80 million
being at least 50% of the Net Issue, available for allocation to QIBs. 5% of the QIB
Portion shall be available for allocation on a proportionate basis to Mutual Funds
only.

Qualified Institutional Buyers or QIBs

Public financial institutions as specified in Section 4A of the Companies Act, FIIs

registered with SEBI, scheduled commercial banks, mutual funds registered with
SEBI, multilateral and bilateral development financial institutions, venture capital
funds registered with SEBI, foreign venture capital investors registered with SEBI,
state industrial development corporations, insurance companies registered with
IRDA, provident funds with minimum corpus of Rs. 250 million and pension funds
with minimum corpus of Rs. 250 million.

Red Herring Prospectus

The Red Herring Prospectus filed with the Registrar of Companies, Maharashtra
dated January 13, 2006.

Registrar/ Registrar to this Issue

Karvy Computershare Private Limited.

Retail Individual Bidders

Individual Bidders (including HUFs) who have Bid for an amount less than or
equal to Rs. 100,000 in any of the bidding options in this Issue.

Retail Portion

Consists of 4,130,000 Equity Shares of Rs. 10 each aggregating Rs. 669.06 million,
being at least 35% of the Net Issue, available for allocation to Retail Individual
Bidder(s).

Revision Form

The form used by the Bidders to modify the quantity of Equity Shares or the Bid
price in any of their Bid-cum-Application Forms or any previous Revision Form(s).

Term

Description

Stabilising Agent or SA

Enam Financial Consultants Private Limited

Stabilisation Agreement

Agreement entered into by the Company, the Green Shoe Lender, and the
Stabilising Agent on November 11, 2005 in relation to the Green Shoe Option.

Stabilisation Period

The period commencing from the date of obtaining trading permission from the
Stock Exchanges for the Equity Shares and ending 30 days thereafter, unless
terminated earlier by the Stabilising Agent.

Syndicate

The BRLMs and the Syndicate Members.

Syndicate Agreement

The agreement dated January 20, 2006 entered into between the Company and
the members of the Syndicate, in relation to the collection of Bids in this Issue.

Syndicate Member(s)

JM Morgan Stanley Financial Services Private Limited and Enam Securities Private
Limited.

Transaction Registration Slip/ TRS

The slip or document issued by the Syndicate Members to the Bidders as proof of
registration of the Bid.

Underwriters

The BRLMs and the Syndicate Members.

Underwriting Agreement

The Agreement among the Underwriters and the Company dated January 31,
2006

U.S. GAAP

Generally accepted accounting principles in the United States.

Notwithstanding the foregoing, in the chapter titled Main Provisions of the Articles of Association of the Company on page 242
of this Prospectus, defined terms have the meaning given to such terms in the Articles of Association of the Company.

Abbreviations
Abbreviation

Full Form

AGM

Annual General Meeting.

AIR

All India Radio.

AS

Accounting Standards issued by the Institute of Chartered Accountants of India.

BECIL

Broadcast Engineering Consultants India Limited.

BSE

Bombay Stock Exchange Limited.

CAGR

Compounded Annual Growth Rate.

CDSL

Central Depository Services (India) Limited.

CSE

Calcutta Stock Exchange Association Limited.

DGFT

Directorate General of Foreign Trade.

DHHL

Double Honour Holdings Limited.

DMRC

Delhi Metro Railway Corporation.

DoT

Department of Telecommunication.

DP

Depository Participant.

vi

Abbreviation

Full Form

DSE

Delhi Stock Exchange Association Limited.

EGM

Extra Ordinary General Meeting of the shareholders.

EPS

Earnings per Equity Share.

ENIL ESOS - 2005

The Employee Stock Option Scheme of our Company.

FCNR Account

Foreign Currency Non Resident Account.

FEMA

Foreign Exchange Management Act, 1999, as amended from time to time and the
regulations issued thereunder.

FII

Foreign Institutional Investor (as defined under SEBI (Foreign Institutional

Investors) Regulations, 1995, as amended from time to time) registered with
SEBI under applicable laws in India.

FIs

Financial Institutions.

FVCI

Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Venture Capital Investor) Regulations, 2000.

GIR Number

General Index Registry Number.

GoI/ Government

Government of India.

HUF

Hindu Undivided Family.

I. T. Act

The Income Tax Act, 1961, as amended from time to time.

I. T. Rules

The Income Tax Rules, 1962, as amended from time to time, except as stated
otherwise.

ITU

International Telecommunications Union.

MIB

Ministry of Information and Broadcasting, Government of India.

MoC

Ministry of Communication and Information Technology, Government of India.

MRTU & PULP Act, 1971

Maharashtra Recognition of Trade Unions & Prevention of Unfair Labour Practices

Act, 1971

NAV

Net Asset Value.

NBFC

Non-Banking Finance Companies.

NRE Account

Non Resident External Account.

NRO Account

Non Resident Ordinary Account.

NSDL

National Securities Depository Limited.

NSE

National Stock Exchange of India Limited.

P/E Ratio

Price/Earnings Ratio.

PAN

Permanent Account Number.

RBI

The Reserve Bank of India.

RBI Act

The Reserve Bank of India Act, 1934, as amended from time to time.

RoC/Registrar of Companies

The Registrar of Companies, Maharashtra, located at Mumbai.

RoNW

Return on Net Worth.

vii

Abbreviation

Full Form

Rs./ Rupees

Indian Rupees, the legal currency of the Republic of India.

SCRA

The Securities Contract (Regulation) Act, 1956, as amended from time to time.

SCRR

The Securities Contracts (Regulation) Rules, 1957, as amended from time to

time.

SEBI

The Securities and Exchange Board of India.

SEBI Act

The Securities and Exchange Board of India Act, 1992, as amended from time to
time.

Stock Exchanges

BSE and NSE

UIN

Unique Identification Number issued in terms of SEBI (Central Database of Market

Participants) Regulations, 2003, as amended from time to time.

UoI

Union of India.

USD/ $/ US$

The United States Dollar, the legal currency of the United States of America.

Industry Related Terms

Term

Description

Ad Spend

Advertisement spending

Aircheck data

Information provided by Aircheck Broadcast Monitoring, which offers an audio

identification service providing airplay information for radio stations in the Metro
Cities.

A+/Metro Cities/ Metropolitan Cities

Delhi, Mumbai, Chennai and Kolkata, as specified in the Phase II Policy and Tender
Document.

A Cities

Cities in India with a population of more than 2 million, as specified in the Phase II
Policy and the Tender Document.

B Cities

Cities in India with a population of more than 1 million and up to 2 million, as

specified in the Phase II Policy and the Tender Document.

C Cities

Cities in India with a population of more than 0.3 million and up to 1 million, as
specified in the Phase II Policy and the Tender Document.

D Cities

Cities in India with a population of more than 0.1 million and upto 0.3 million, as
specified in the Phase II Policy and the Tender Document.

AM

Amplitude Modulated waves, which are sound waves in the range of 535KHz to
1705KHz.

BEST

Brihanmumbai Electric Supply and Transport Undertaking.

DAB

Digital Audio Broadcast, a radio service that provides digital radio through a
terrestrial broadcast format.

DVD

Digital Versatile Disk.

FICCI

Federation of Indian Chambers of Commerce and Industry.

viii

Term

Description

Gross Revenue

Defined in the Phase II Policy issued on July 13, 2005, as being calculated on the
basis of billing rates, which shall include discounts, if any, given to the advertisers
and any commissions paid to the advertising agencies. Barter advertising contracts
shall also be included in gross revenues of either licensee on the basis of their
respective relevant billing rates. Gross Revenue would be gross revenue without
the deduction of taxes.
Defined in the Tender Document issued on September 30, 2005, as the gross
inflow of cash, receivables or other consideration arising in the course of ordinary
activities of the FM radio broadcasting enterprise from rendering of services and
from the use by others of the enterprise resources yielding rent, interest, dividend,
royalties, commissions, etc. Gross Revenue shall be calculated without deduction
of taxes and agency commissions, on the basis of billing rates, net of discounts to
advertisers. Barter advertising contracts shall also be included in the gross
revenues on the basis of relevant billing rates. In the case of a permission holder
providing or receiving goods and services from other companies that are owned
or controlled by the owners of the permission holder, all such transactions shall be
valued at normal commercial rates and included in the profit and loss account of
the permission holder to calculate its gross revenue.

FM

Frequency Modulated waves, which are sound waves in the range of 87.5MHz to
108MHz.

IFFI

International Film Festival of India

IMRB

IMRB International, a market research organization.

KHz

Kilo Hertz, a unit of frequency.

LED Displays

Displays using light emitting diode technology.

MHz

Mega Hertz, a unit of frequency.

Migration Fee(s)

The one time entry fee payable by licensees under the Phase I Policy who migrate
to the Phase II Policy, which is equal to average of all successful bids under Phase
II for that city, or the average of the successful bids in that region, if no successful
bids are received for that city.

OOH

Out-of-Home.

Phase I License(s)/ License(s)

License(s) issued by the Ministry of Information and Broadcasting under Phase I

Policy to operate private FM radio broadcasting stations.

OTEF

One-Time-Entry Fee, as specified under the Phase II Policy, is the entry fee quoted
by the successful bidder of a new radio channel under the Phase II bidding process.

Phase I Policy

Policy of the Ministry of Information and Broadcasting as per Tender Notice No.
212/2/99-B(D) issued in October 1999 to auction 108 frequencies in the FM
spectrum across 40 cities in India through an open bidding auction process.

Phase II Policy

Policy on Expansion of FM Radio Broadcasting Services Through Private Agencies

(Phase II) issued by Ministry of Information and Broadcasting, Government of
India on July 13, 2005.

ix

Term

Description

Prasar Bharati Act

The Prasar Bharati (Broadcasting Corporation of India) Act, 1990, as amended

from time to time.

RAPA award

Awards issued by the Radio and Television Advertising Practitioners Association,

India.

RF Spectrum

Radio Frequency Spectrum.

Satellite Radio

A radio service that provides radio signals directly via satellite.

SACFA

Standing Advisory Committee on Radio Frequency Allocation of Wireless and

Planning Co-ordination wing of MoC.

TAM

Television Audience Measurement Media Research Private Limited

Tender Document

The tender document issued by the MIB on September 21, 2005, under the
Phase II Policy, as amended from time to time.

SEC

Socio Economic Classification, a classification of population in India based upon

social and economic factors.

Telegraph Act

The Indian Telegraph Act, 1885, as amended from time to time.

TRAI

The Telecom Regulatory Authority of India, as constituted under the TRAI Act.

TDSAT

The Telecom Disputes Settlement and Appellate Tribunal, as constituted under

the TRAI Act.

TRAI Act

The Telecom Regulatory Authority of India Act, 1997, as amended from time to
time.

VHF band

Very High Frequency waves, which are sound waves in the range of 30 MHz to
300 MHz.

WPC

Wireless Planning and Co-ordination Wing, Department of Telecommunications,

Ministry of Communication and Information Technology.

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA

Unless stated otherwise, the financial information used in this Prospectus is derived from the Companys restated unconsolidated
financial statements as of and for the years ended March 31, 2001, 2002, 2003, 2004 and 2005 and as of and for the six months
ended September 30, 2005, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with
SEBI Guidelines, as stated in the report of our statutory Auditors, Price Waterhouse & Co., Chartered Accountants, included in
this Prospectus. Financial information relating to the six months ended September 30, 2004 included in this Prospectus have
been derived from the audited financial statements for such period, prepared in accordance with Indian GAAP and the Companies
Act, as set forth in a report of our statutory Auditors which has not been included herein.
Our fiscal year commences on April 1 and ends on March 31 of a particular year. Unless stated otherwise, references herein to
a fiscal year (e.g., fiscal 2005), are to the fiscal year ended March 31 of a particular year.
In this Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding-off.
There are significant differences between Indian GAAP and U.S. GAAP; accordingly, the degree to which the Indian GAAP
financial statements included in this Prospectus will provide meaningful information is entirely dependent on the readers level
of familiarity with Indian accounting practices, Indian GAAP, Companies Act and SEBI Guidelines. Any reliance by persons not
familiar with Indian accounting practices on the financial disclosures presented in this Prospectus should accordingly be limited.
The Company has not attempted to explain these differences or quantify their impact on the financial data included herein, and
the Company urges you to consult your own advisors regarding such differences and their impact on financial data.
Market data used in this Prospectus has been obtained from industry publications and internal Company reports. Industry
publications generally state that the information contained in those publications has been obtained from sources believed to be
reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we
believe market data used in this Prospectus is reliable, it has not been independently verified. Similarly, internal Company
reports, while believed by us to be reliable, have not been verified by any independent source.

xi

FORWARD-LOOKING STATEMENTS
We have included statements in this Prospectus which contain words or phrases such as will, aim, is likely to result,
believe, expect, will continue, anticipate, estimate, intend, plan, contemplate, seek to, future, objective,
goal, project, should, will pursue and similar expressions or variations of such expressions, that are forward-looking
statements.
All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to
differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual
results to differ materially from our expectations include but are not limited to:

General economic and business conditions in the markets in which we operate and in the local, regional and national
economies;

Changes in laws and regulations relating to the industries in which we operate;

Increased competition in these industries;

Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch and implement
various projects and business plans for which funds are being raised through this Issue;

Our ability to capitalize on synergies between the radio broadcasting, event management and out-of-home media
businesses;

Advertising demand;

Our ability to meet our capital expenditure requirements;

Fluctuations in operating costs;

Our ability to attract and retain qualified personnel;

Changes in technology;

Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies
of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or
prices;

The performance of the financial markets in India and globally; and

Any adverse outcome in the legal proceedings in which we are involved.

For a further discussion of factors that could cause our actual results to differ, see the chapters titled Risk Factors Our
Business and Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on pages
xiii, 55 and 141 of this Prospectus respectively. By their nature, certain market risk disclosures are only estimates and could be
materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from
those that have been estimated. Neither the Company nor the members of the Syndicate, nor any of their respective affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to
reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with
SEBI requirements, the Company and the BRLMs will ensure that investors in India are informed of material developments until
such time as the grant of listing and trading permission by the Stock Exchanges.

xii

SECTION II RISK FACTORS

RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all of the information
in this Prospectus, including the risks and uncertainties described below, before making an investment in our
Companys Equity Shares. If any of the following risks occur, our business, financial condition and results of
operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your
investment.

Internal Risk Factors

Our financial statements as at and for the six months ended September 30, 2005 and subsequent periods would
undergo subsequent changes or adjustments depending on a range of factors, and may require to be restated.
Any such adjustment or restatement may have a material adverse impact on the trading price of our Equity
Shares.
Our financial statements as at and for the six months ended September 30, 2005 and subsequent periods may
undergo substantial change or adjustment in relation to the migration of our licenses under Phase I Policy to the
regime under Phase II Policy. Therefore our financial statements may not accurately reflect our financial performance
for such periods and may not be indicative of our future financial performance. After migration, the licensee will
be required to pay annual license fees based on a revenue sharing formula under the Phase II Policy, and is also
required to pay a one-time Migration Fee for each existing license, which is equal to the average of all the successful
bids received under Phase II Policy for that city, or the average of the successful bids in that region, if no successful
bids are received for that city.
As part of the Phase II Policy, the Ministry of Information and Broadcasting, Government of India (MIB), has
granted an option to licensees of currently operational radio broadcasting stations to migrate their licenses under
Phase I Policy to the regime under Phase II Policy, subject to the license holder fulfilling certain conditions, which
include payment of all dues from the due date up to April 1, 2005 and not being in default of any other license
conditions until the date of migration to Phase II Policy.
We have received this initial option from the MIB pursuant to a letter dated December 21, 2005 and have exercised
our right to migrate all of our existing seven licenses under Phase I Policy to the regime under Phase II Policy. The
Migration Fee payable with respect to six of our seven existing licenses, excluding the city of Indore, was Rs.
767.73 million and the same was paid on January 16, 2006. The bidding for Indore took place on January 27, 2006
and we are awaiting intimation from MIB with respect to the Migration Fee payable for the same.
Based on the Phase II Policy issued by the MIB, effective April 1, 2005, we have accounted for license fees at the rate
of 4% of Gross Revenue. However, under the revenue sharing regime in the Phase II Policy and the Tender
Document, the license fee is the higher of (1) 4% of Gross Revenues for each year and (2) 10% of the Reserve OTEF
for the concerned city. Reserve OTEF is defined under the Tender Document as the reserve one time entry fees
(Reserve OTEF), and is equal to 25% of the highest successful valid financial bid pursuant to the bidding for each
city. For six out of our seven existing licenses, the Reserve OTEF is lower than the license fee accounted on the
basis of 4% of Gross Revenues, based on the bidding process completed on January 6, 2006. For the city of
Indore, if the actual Reserve OTEF limit is higher than the license fees that we have accounted on the basis of 4%
of Gross Revenue, we will need to take an additional charge in our profit and loss account, which will occur as
early as the last quarter of fiscal 2006 if the bidding process under the Phase II Policy is completed as per current
schedule.

xiii

In the six months ended September 30, 2005, total license fees were Rs. 28.1 million, of which the license fees
payable for our seven operational stations on the basis of the revenue share calculation of 4% of Gross Revenues
is Rs. 25.00 million and our adjusted net profit after tax is Rs. 110.51 million. If we assume that we were required
to account for all of our license fees under the fixed license fee regime of the Phase I Policy, the total license fees
payable for our seven operational stations in the six months ended September 30, 2005 would be Rs.217.70
million.
As a condition for migration of our licenses under the Phase I Policy to the regime under Phase II Policy, we are
required to pay the Migration Fee, as specified above. In our financial statements as at and for the six months
ended September 30, 2005, we have not accounted for such Migration Fee payments and our financial statements
for periods after April 1, 2005, may include a charge based on the amount of Migration Fee payable by us. Our
Migration Fee will be amortized from April 1, 2005 over the useful life of the license on a straight line basis, and we
will also be required to make a payment to the MIB in respect of such Migration Fee amounts. While the total
amortization charge is currently not ascertainable, based on the results of the bidding on January 6, 2006 and the
letter dated January 10, 2006 received from the MIB, the amortization charge with respect to six cities, excluding
Indore, in our financial statements for the period from April 1, 2005 to September 30, 2005 is Rs. 38.39 million. This
amount has not been provided for in our financial statements for this period.
Our statutory Auditors have included a note in their report with regard to determining the additional provision for
license fees and migration fees, if any, and their inability to comment on the adequacy of the provision and the
consequential effect on the result for the period. Please see Clause A(c) in our Auditors Report at page 112 of this
Prospectus.
Our existing license agreements under Phase I Policy have not been amended to reflect the provisions under Phase
II Policy; however we have received a letter from the MIB dated December 21, 2005 granting us the initial option to
migrate all of our existing seven licenses from Phase I Policy to Phase II Policy, provided that we clear our outstanding
dues. We have by our letter dated January 3, 2006 exercised our right to migrate and cleared our remaining
outstanding dues, without prejudice, in an amount of Rs. 55.95 million, for our existing licenses under the Phase I
Policy. We will be required to enter into new license agreements (termed as grant of permission agreements under
the Phase II Policy) for all the seven cities in which we are currently operational and have migrated to the Phase II
Policy.
If, for any reason, we are unable to migrate any of our existing licenses to the Phase II Policy regime, or enter into
new grant of permission agreements, and are required to account for our licenses on a fixed fee basis, including
because the Government requires us to do so or because the Phase II Policy is amended, delayed, struck down or
declared void, whether in a court of law, by the Government or otherwise, our results of operations after April 1,
2005, including our financial statements for the six months ended September 30, 2005 presented in this Prospectus,
which have been prepared on a revenue sharing basis, may be materially and adversely effected.
In particular, after incurring net losses since fiscal 2002, we have declared net profits in the six months ended
September 30, 2005, and we may need to restate these results to show higher license fees and reduce substantially
the net profits for such six month period and for subsequent accounting periods. Any such restatement may have
a material adverse impact on the trading price of our Equity Shares.
We have recently been successful in bidding for licenses in nineteen cities. We will be required to enter into
grant of permission agreements for each of these licenses and any other license that we successfully bid.
To acquire licenses for any new cities that we successfully bid for under the Phase II Policy bidding process, we are
required to pay a one-time entry fee (the OTEF). The bidding process under Phase II Policy commenced on
January 6, 2006 and is expected to be completed by February 3, 2006, as per the tender document issued by the

xiv

MIB on September 21, 2005 (the Tender Document). The revenue share and the OTEF under such new licenses
depends upon the successful bids placed by us and other bidders during the bidding process under Phase II Policy
and is determined only after completion of the bidding process for a particular city. On January 6, 2005, we were
one of the successful bidders for licenses for the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat
and Jaipur. On January 13, 2006, we were one of the successful bidders for licenses for the cities of Jalandhar and
Varanasi. On January 20, 2006 we were the only successful bidder for the license for the city of Patna.
The aggregate OTEF payable by us with respect to the two cities of Jalandhar and Varanasi that we successfully
bid for on January 13, 2006, is Rs. 33.60 million and the OTEF is Rs. 51.30 million with respect to the city of Patna,
that we successfully bid for on January 20, 2006.
Further, on January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad,
Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs.
250.70 million, which is the aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an
aggregate amount of Rs. 125.35 million, with respect to these nine cities and also provided performance bank
guarantees for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we
are required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006.
We also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be
held on February 3, 2006.
Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to
investors in certain Indian newspapers informing them about material developments regarding our participation in
the Phase II bidding process.
We will also need to enter into grant of permission agreements for these nineteen cities, forms of which have been
agreed by the bidders and the MIB prior to the commencement of the financial bidding process. We have yet to
enter into grant of permission agreements for these nineteen cities. Any delay or inability on our part in making the
remaining payments to the MIB with respect to the OTEF amount may cause forfeiture of the licenses and/or loss
of money deposited and encashment of performance bank guarantees provided by the Company. We may also
not be able to enter into the new grant of permission agreement. Any such event could have a material adverse
impact on our business and results of operations.
We have incurred losses from fiscal 2002 until fiscal 2005, and have recently set off our accumulated losses
against our share capital and reserves.
We have incurred adjusted net losses after tax in the amount of Rs.178.97 million in fiscal 2005, Rs.292.98 million in
fiscal 2004, Rs. 401.86 million in fiscal 2003 and Rs. 146.43 million in fiscal 2002. The main reason for our losses was
the high annual fixed license fees for our FM radio broadcasting stations, which was the amount of the initial bid
with a 15% increase per year on a cumulative basis.
We have recently set off our accumulated losses against share capital and reserves through a reduction of our
issued and paid up capital pursuant to a court-approved scheme by the High Court of Bombay. We reduced our
issued, subscribed and paid up capital from Rs. 1,169.60 million to Rs. 339.18 million effective April 1, 2005. The
Capital Reduction was effected by cancelling the share capital to the extent of Rs. 830.42 million and securities
premium in an amount of Rs. 187.14 million against accumulated losses to the extent of Rs. 1,017.55 million. We
reduced our issued and paid-up capital in order to set off the accumulated losses to reflect a clearer picture to our
financial performance.
A substantial portion of the net proceeds of this Issue will be utilised for payments determined during the
bidding process under Phase II Policy, which has not been completed as yet.
We intend to use a substantial portion of the net proceeds of the Issue to repay bridge financing facilities that we
xv

have availed of to pay the OTEF for the new licenses that we have been recently successful in obtaining, bid for
new licenses under the Phase II Policy and pay the Migration Fee for the migration of some or all of our licenses
under the Phase I Policy regime to the regime under Phase II Policy. With respect to the ten new licenses that we
have successfully bid for on January 6, 2006, January 13, 2006 and January 20, 2006, the aggregate OTEF payable
was Rs.786.85 million and the entire amount has been paid by us. On January 27, 2006, we were among the
successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot,
Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the aggregate OTEF for
these nine cities. We have paid 50% of the aggregate OTEF, in an amount of Rs. 125.35 million, with respect to
these nine cities and also provided performance bank guarantees in an aggregate amount of Rs.125.35 million for
the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are required
to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6, 2006.
We also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be
held on February 3, 2006.
The Migration Fee payable with respect to six of our seven existing licenses, excluding the city of Indore, was Rs.
767.73 million and the same was paid on January 16, 2006. The bidding for Indore took place on January 27, 1006
and we are awaiting formal intimation from MIB with respect to the Migration Fee payable for the same.
However, we are not certain which additional new licenses we may be successful in winning under the Phase II Policy
or the OTEF that will be required to be paid by us thereunder or the Migration Fee for Indore, which cannot be
ascertained as of the date of this Prospectus.
Because of the competitive nature of the bidding process, we have not identified in this Prospectus the remaining
cities that we plan to bid for or the maximum amount that we intend to bid for each FM radio channel. Further, we
may change our current internal estimates with respect to the cities we may bid for, or the amounts we intend to
bid, due a range of factors, including the dynamic nature of our industry and the outcome of various phases of the
bidding process under Phase II Policy. The bidding process under the Phase II Policy is at its initial stages and we
cannot assure you that we will be considered eligible to participate in the entire process for any of the radio
channels that we intend to bid for. The timing of the Phase II Policy may change and we may not be able to utilize
the net proceeds of the Issue as contemplated, on time, or at all.
We intend to grant loans to our Subsidiary from the net proceeds of the Issue, which will be unsecured and at
prevailing market interest rates.
The objects of the Issue include investments in our Subsidiary, which will include both investment through
subscription to fresh shares of our Subsidiary and or through grant of loans, the proportion for which has currently
not been determined. In the event that we grant any loans to our Subsidiary, these loans may be unsecured in
nature and will be at the prevailing market interest rates. For further details on the same, please refer to section
titled Objects of the Issue on page 28 of this Prospectus.
Our requirement of funds for the proposed objects and the deployment of the Issue proceeds are based on
management estimates and have not been appraised by any bank.
Our fund requirement and the deployment of the Issue proceeds are based on internal management estimates and
have not been appraised by any bank or financial institution. Our fund requirement is based on our current
business plan. In view of the highly competitive and dynamic nature of the industry segments in which we operate,
we may have to revise our business plans from time to time and consequently our fund requirements may also
change. This may result in rescheduling of our capital expenditure programmes and increase or decrease in our
proposed capital expenditure for a particular purpose at the discretion of our management.

xvi

We are involved in legal proceedings that have been initiated either against us or initiated by us. Some of these,
including those relating to our source of our content, if determined against us, could have a material adverse
effect on our business, financial condition and results of operations. Some of this litigation may adversely
affect our ability to bid for new licenses under the Phase II Policy.
We are involved in proceedings before various courts and tribunals.
We are involved in legal proceedings against Super Cassettes Industries Limited (SCIL) and Phonographic
Performance Limited (PPL) in matters involving payments of royalty and the grant of a compulsory license by the
Copyright Board in respect of sound recordings broadcast on our FM radio stations. SCIL and PPL are among the
key providers of sound recordings that we broadcast on our radio stations. SCIL is a music company and owns
copyright in certain sound recordings and markets its products under the T-Series brand and PPL is a collective
society established under the Copyright Act of 1957, as amended, that represents various Indian music companies
and indirectly, international music companies.
We are currently paying PPL a royalty amount fixed by the Copyright Board, which was challenged before the
High Court of Bombay and the matter is now pending before the Supreme Court of India. Certain other radio
broadcasting companies are also parties to these proceedings. In addition, we are presently making royalty
payments to SCIL pursuant to another order of the Copyright Board, which has also been challenged and the
matter is pending before the Supreme Court of India. We are broadcasting sound recordings from the repertoire
of SCIL prior to October 20, 2003, the date of the Copyright Board order conferring us the compulsory license and
have not played any SCIL sound recordings, including from movies/artistes, released after that date. If these cases
are decided against us by the Supreme Court or if we reach any settlement with these parties, we may need to
enter into agreements with SCIL and PPL and pay higher royalty rates, which may adversely affect our profitability.
If, for any reason, we are unable to broadcast sound recordings licensed by SCIL or PPL, it may adversely affect
our business, listenership and financial performance.
We are also party to separate proceedings against PPL which are pending before the High Court of Calcutta.
Pursuant to an order of the High Court of Calcutta, we are broadcasting sound recordings from the repertoire of
PPL in all our radio stations in India. PPL has demanded royalty in an amount of Rs.1,500 per needle hour, which
has been contested by us. We are currently paying an amount of Rs.661 per needle hour, as per the directions of
the High Court of Calcutta, based on a weighted average formula using the rates determined by the Copyright
Board. If the judgement of the High Court of Calcutta is overruled, we may not have access to the sound recordings
of PPL at reasonable rates or at all, which may adversely affect our business, listenership and financial performance.
We have also filed two arbitration petitions before the High Court of Bombay against the Government of India to
seek a stay on the invocation of our bank guarantees for certain radio broadcasting stations which we did not
operationalise but for which we had entered into license agreements in October 2000. These radio broadcasting
licenses were for the cities of Hyderabad, Lucknow and Cuttack. We have obtained orders restraining the Union of
India from invoking our bank guarantees provided in connection with these stations. The Government is yet to
appoint an arbitrator under any of these licenses. An adverse order against us by the arbitrator may result in the
invocation of our bank guarantees which are in an aggregate amount of Rs.135.0 million, excluding any interest or
penalty that an arbitrator may award. In addition, the MIB has sent us notices in September 2005, seeking to
terminate the licenses for the cities of Hyderabad, Lucknow and Cuttack for failure to operationalise these licenses.
The MIB has also indicated that under the Phase II Policy, a company who is under default under the Phase I Policy
and whose license agreement has been revoked shall be eligible to participate in Phase II provided it has accepted
the revocation of its license and exercised its option to participate in Phase II. We have been asked by the MIB to
accept the termination of our licenses for such cities and indicate whether we would exercise our option to
participate in Phase II. We have replied to the MIB in October 2005 and stated that matters relating to the termination
of such licenses are currently under arbitration and, without prejudice to either partys rights and contention in the
xvii

pending arbitration, we would like to exercise our option to participate in Phase II. We have received letters from
the MIB dated December 14, 2005 terminating our licenses for these three stations and granting us permission to
participate in the bidding process under the Phase II Policy for these three stations. However the termination of
these licenses is without prejudice to the pending litigation.
We have also filed four lawsuits against our former employees. Three of these cases relate to a breach of contract
with us and the fourth case relates to the default under a loan due to us.
A contest was organized by Nokia India Private Limited (Nokia) in which we were the radio partner for the
contest. One A Hub Communication (One A Hub) has filed a lawsuit against Nokia, the Company and others
before the High Court of Delhi, wherein they have alleged that Nokia had attempted to commercially exploit the
promotional campaign conceptualised by One A Hub, without its consent. We have made submissions to the
court requesting that we should not be a party to the lawsuit.
SEBI has informed us that the name of one of our Directors, Mr. N. Kumar, in his capacity as a director of India
Cements Limited (ICL), appears in the wilful defaulters list published by the RBI. Subsequently, ICL has informed
us that ICLs name does not appear in the list with respect to wilful defaulters that is available on the relevant
website as of December 2004. For more details relating to these proceedings, please refer to the chapter titled
Outstanding Litigation, Material Developments and other Disclosures on page 160 of this Prospectus.
We are heavily dependent on advertisements as the main source of our income. A reduction in ad-spend or
effective advertising rates, the loss of any of our large advertising customers or our inability to attract new
customers could have a material adverse effect on our business, results of operations and financial condition.
We are heavily dependent on advertisements as the main source of our revenue, especially as our FM radio
stations are free to air, and therefore we do not derive any subscription revenue from our listeners. Any reduction
in ad-spend by our customers or a reduction in our effective advertising rates, including as a response to the
reduction in such rates by our competitors, or the loss of advertising customers or our inability to attract new
advertising customers could have a material adverse effect on our business, results of operations and financial
condition. Ad-spend by our customers, effective advertising rates, and our ability to attract new customers is also
influenced by our broadcast content, the quality of our broadcasts, the amount of time we play advertisements in
a given time period, the number and demographics of our listeners, listener preference and preference of advertising
customers for one media over another. In addition, ad-spend is influenced by a number of factors including the
state of the Indian economy, the performance of particular industry sectors, shifts in consumer spending patterns
and changes in consumer sentiments and tastes. A loss of any of our major customers or a reduction in the
income we derive from our customers could adversely affect our business and financial performance.
We have no long-term contracts guaranteeing us advertising revenue. Advertising agencies place advertisement
orders for their clients with us either for short periods or as part of a comprehensive advertising campaign. Some
of these advertisers or advertising agencies may pre-maturely terminate such advertisements or such advertisement
campaigns and switch to our competitors or other media platforms, which may adversely affect our business,
operations and financial performance.
The FM radio broadcasting industry is competitive and the competition is likely to intensify further.
The FM radio broadcasting industry is competitive. In the four metropolitan cities of Delhi, Mumbai, Chennai and
Kolkata, we face intense competition from other private FM radio operators for listenership, utilisation of available
broadcasting time for advertising and advertising rates. We are the only private FM operator in the other three
cities where we have operational radio stations. In all our markets, we also compete with All India Radio (AIR), the
state public service radio broadcaster. We have recently bid successfully for licenses to operate radio stations in
the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur under the Phase II Policy.On
January 13, 2006, we were one of the successful bidders for licenses for the cities of Jalandhar and Varanasi. On
xviii

January 20, 2006 we were the only successful bidder for the license for the city of Patna. On January 27, 2006, we
were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur,
Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is
expected to be the aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an aggregate
amount of Rs. 125.35 million, with respect to these nine cities and also provided performance bank guarantees for
the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are required
to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006. We also intend to
participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February 3,
2006. Various other FM operators have also been declared as successful bidders to operate radio stations in these
cities and our existing cities consisting of Delhi, Mumbai, Chennai, Kolkata, Ahmedabad, Indore and Pune.
As the private FM radio broadcasting industry grows and matures, we expect competition to intensify as new
entrants will begin to compete against us, our existing competitors may further expand their operations and we
may enter into newer markets where we compete with well established competitors. Foreign media and
entertainment companies that have experience in the radio broadcasting industry may enter into joint ventures,
other strategic investments or arrangements with our competitors. Our existing and future competitors or new
entrants into the market may result in a reduction in our effective advertisement rates in the future and could have
an effect on our income and profitability.
Upon completion of the bidding process under the Phase II Policy, the number of operational private FM radio
stations will substantially increase in all the cities where we are operational or the cities where we propose to
expand by participating in the Phase II bidding process. The level of competition we face may further increase due
to future changes in policies of the Government. For example, the number of our competitors may increase if the
Government grants additional private FM radio broadcasting licenses, permits license holders for other services to
offer private FM radio broadcasting services or removes the requirement to obtain licenses in our industry.
We also face competition from other segments of the media industry including television channels, magazines,
newspapers, internet and other emerging technologies. In addition, new technologies, such as satellite radio, a
radio service that provides radio signals directly via satellite, and digital audio broadcast (DAB), a radio service
that provides digital radio through a terrestrial broadcast format, may also provide a competitive threat to our
business. These new technologies provide many more channels with features, which cater to different listener
preferences and taste, such as news, current affairs and sports programs and different kinds of music. These
segments compete with FM radio broadcasters for advertisers and also for the time and attention of our listeners.
These technologies are not governed by the conditions of the Phase I Policy or the Phase II Policy and accordingly,
such operators using such technologies may enjoy benefits not available to us, such as the absence of license fees,
and may face lesser restrictions than those applicable to private FM radio broadcasters.
The relaxation of foreign ownership restrictions under the Phase II Policy and any other liberalization measures
could intensify the competition we face from companies that have a strategic or business participation of foreign
media and entertainment corporations.
Our market position will depend upon effective marketing initiatives and our ability to anticipate and respond to
various competitive factors affecting the industry. Any failure by us to compete effectively, including in terms of
pricing or providing innovative services, could have an adverse effect on our income and profitability.
A decrease in our listenership may adversely affect our business and results of operations.
Listenership of our FM radio channels is the prime indicator of our popularity compared to other operators in the
FM radio broadcasting industry. Our listenership significantly influences the ad-spend by our advertisers and our
advertising rates. Listenership is dependent on various factors, including the program content and quality of our
broadcasts and the loyalty of our listeners. Any failure by us to meet to our listeners preferences, including due to
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departure of our on-air talent, or if research agencies provide different data on listenership, could adversely affect
our income from advertising. A decline in our listenership for any reason could adversely affect our business,
operations and financial performance.
We rely on third parties for the sound recordings we broadcast.
The sound recordings that we broadcast are supplied or licensed by third parties and we pay royalties to these
third parties for the right to broadcast these sound recordings. As described above, we are currently in litigation
proceedings against some of these third parties. There can be no assurance that we will not enter into litigation
proceedings with any other third party supplier or licensor of sound recordings. If these providers do not provide
us access to their sound recordings, or if there is any significant increase in the rate of royalties they charge from
us, our operations and profitability may be adversely affected.
Our business is dependent upon the performance of key personnel and on-air talent and radio hosts.
Our success is substantially dependent on the expertise and services of our management team and key personnel.
We employ or independently contract with several on-air personalities that have significant loyalty among listeners
in their respective markets. We also undertake training programmes and other initiatives to develop their skills.
However, we can give no assurance that these personnel will remain with us and that the number of our listeners
will not reduce if our popular on-air-personalities terminate their services with us. We have not entered into any
long-term employment contract with any of our key managerial personnel or with any on-air talent or radio show
host. Competition for these individuals is expected to intensify, and these employees are at-will employees who
are under no legal obligation to remain with us. The loss of the services of such key personnel could have an
adverse effect on our listenership and consequently our business.
Our business is substantially dependent on Government policies.
The FM radio broadcasting industry is subject to extensive Government regulation. There is often significant initial
uncertainty concerning the scope and impact of many liberalization and deregulation measures introduced by the
Government and various interested parties often contest such measures. While proposed Government measures
are challenged from time to time, including in the courts in India, many private FM radio broadcasters, including
us, may not be able to properly evaluate whether a proposed initiative will ultimately be implemented and, if so, in
what form, and we may incur expenditure to take advantage of a liberalization measure that is ultimately not
implemented or, if implemented, takes a form that we did not anticipate.
The MIB currently regulates key policy matters relating to licensing, ownership, content and operation of our
network, including the transfer and assignment of licenses and ownership interests in private FM radio broadcasting
entities, the granting, maintenance and renewal of licenses and frequency spectrum allocations. In addition, the
Government also regulates the foreign investment limits and imposes restrictions on foreign investment in the
private FM radio broadcasting industry. The Government has designated TRAI and the TDSAT, which are autonomous
bodies, to regulate and adjudicate matters in this industry.
Our licenses reserve broad discretion to the MIB to influence the conduct of our business by giving it the right to
unilaterally modify, at any time, the terms and conditions of the licenses. The Government has the right to take
over networks or terminate or suspend the licenses in the interests of national security or in public interest or in the
event of a national emergency, war or similar situation. Under the existing terms of our licenses, the Government
may also impose certain penalties including suspension, revocation or termination of a license or suspension of a
license, in the event of default by us.
Our business might suffer in case there are adverse changes to the regulatory framework, which could include
new regulations that we are unable to comply with or those that allow our competitors an advantage. We cannot
assure you that changes in regulations would not adversely impact our ability to manage and expand our business
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or our ability to generate income or profits.

Our business is also subject to competition from AIR, the state public service radio broadcaster in India. Unlike
private FM operators, AIR is not required to pay any license fees, and is not subject to various other license
conditions that currently apply to us or may apply to us in future. While TRAI, as the regulator, and TDSAT, as the
appellate authority, have been granted certain powers to ensure a level playing field among various service providers,
there can be no assurance that there will be a level playing field among the private FM radio broadcasters, or
among AIR and private FM radio broadcasters. The Government may introduce additional legislation and constitute
other regulatory bodies in relation to our business. Any of these events could adversely affect us.
The licenses for operating FM radio broadcasting channels are for a limited duration of ten years.
As per the Phase I Policy and under our license agreements, each license to operate an FM radio channel is for a
limited duration of ten years from the date of issue of the initial operational license by the WPC for such radio
channel. The Phase I licenses for our seven operational stations expire between September 2011 and April 2013.
As per the Phase II Policy, the grant of permissions to successful bidders under the Phase II Policy will be valid for
a period of ten years from the date of operationalisation of a FM Radio channel or twelve months from the date of
grant of permission, whichever is earlier. As per the Phase II Policy, the existing licenses that may migrate to the
Phase II Policy will be issued a fresh permission on the same terms and conditions as the successful bidders of
Phase II.
There is no provision for the extension of the licenses and these shall automatically lapse at the end of their validity
period. Under the license terms, we shall have no rights whatsoever to continue to operate the channel after the
date of expiry. Further, the Government at the appropriate time may determine the procedure for issue of fresh
licenses and the current licensees shall not be eligible for any concessional treatment. If we are unable to renew
any of our licenses on reasonable terms and within a reasonable timeframe, this could adversely impact our
business, operations and financial performance.
Private FM radio broadcasters are restricted from broadcasting any news and current affairs on their stations.
We are restricted under the Phase I Policy and the Phase II Policy from broadcasting news and current affairs on
our radio stations. This restriction may adversely affect our ability to compete with other segments of the media
industry that are not subject to such restrictions. We may also not be able to compete with providers of radio
broadcasting that may not be subject to such restrictions, such as satellite radio broadcasters or AIR.
Adverse changes to the Phase II Policy or any delay in its implementation may adversely impact our growth rate
and profitability.
The private FM radio broadcasting industry is currently undergoing significant regulatory change as part of the
Phase II Policy for which the bidding process is currently scheduled to be completed on February 3, 2006. We
cannot quantify the impact of the proposed regulatory changes on our ability to grow our operations and our
profitability. The final implementation of the Phase II Policy may get delayed or further changes may be introduced
in the Phase II Policy. Such developments could adversely impact our business, operations and financial performance.
For details, refer to the chapter titled Regulations and Policies on page 72 of this Prospectus.
Our ability to bid for and secure licenses at reasonable terms under the Phase II Policy may materially impact
our expansion and profitability.
We cannot assure you that we will be able to secure licenses for any of the remaining stations that we may bid for
as part of the Phase II Policy. We may also pay more than our competitors to acquire new licenses, as in some of
the new licenses that we bid for in the initial bidding on January 6, 2006. If our internal assumptions for potential
revenues or costs for any of the stations where we secure a license under Phase II Policy are not realized in the
future, or if we are unable to operationalise the stations within the timeline assumed by us, we may incur significant
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losses in our operations in such stations. We cannot assure you that we would be able to bid for or secure licenses
at reasonable terms as part of the bidding process under Phase II Policy that is currently underway.
We may face potential risks in relation to the migration of our existing licenses under Phase I Policy to the
Phase II Policy.
We operate our existing FM radio broadcasting stations under licenses pursuant to the Phase I Policy. As part of
the Phase II Policy, pursuant to a letter dated December 21, 2005, MIB granted us an option to migrate our to the
Phase II Policy by January 4, 2006, subject to our payment of outstanding dues plus interest. We have by our letter
dated January 3, 2006 exercised our right to migrate and cleared our remaining outstanding dues, without prejudice,
in an amount of Rs. 55.95 million, for our existing licenses under the Phase I Policy. The Migration Fee payable with
respect to six of our seven existing licenses, excluding the city of Indore, was Rs. 767.73 million and the same was
paid on January 16, 2006. The bidding for Indore took place on January 27, 1006 and we are awaiting formal
intimation from MIB with respect to the Migration Fee payable for the same. We will be required to enter into new
license agreements (termed as grant of permission agreements under the Phase II Policy) for all the seven cities in
which we are currently operational and have migrated to the Phase II Policy.
We cannot assure you that we will enter into grant of permissions for our existing or new licenses or that such
permissions will be granted to us within a reasonable period of time or that any agreements that are executed will
be on terms that are more favorable than the terms that we currently have or the terms that our competitors may
have after the completion of the Phase II bidding process. Further, in the event that we successfully migrate any or
all of our licenses under Phase I Policy to the Phase II Policy, there can be no assurance that we will be entitled to
or receive any refunds or adjustments for any excess amount that we may have paid after April 1, 2005 pursuant
to our migration to Phase II Policy. There may also be other costs that we may incur in relation to the potential
migration to the Phase II Policy and other risks that cannot be quantified at this stage.
In we are unable to migrate any of our Phase I licenses to the Phase II Policy, voluntarily or involuntarily, we cannot
assure you that our radio broadcasting stations will operate on terms that are more favorable than the terms that
our competitors may have after the completion of the Phase II tender process. For details regarding the Phase I
Policy and the Phase II Policy, refer to the chapter titled Regulations and Policies on page 72 of this Prospectus.
Regulatory restrictions on expansion and consolidation of operations may adversely affect our growth plans.
We are restricted from acquiring or operating more than one private FM radio broadcasting licenses in any city.
Under the Phase II Policy, no private FM radio operator will be allowed to hold more than 15% of all FM radio
channels actually licensed in India. Such restrictions could adversely affect our ability to expand our footprint and
grow our operations. Unlike certain other media segments, we are unable to offer multiple channels targeting
different segments in a city.
Further, the Phase II Policy restricts the ability of majority shareholders and promoters to change the ownership
pattern of license holders by transferring shares held by them, without prior permission of MIB. Under the policy,
such permission will not be granted by the MIB for a period of five years from the date of operationalisation of the
permission and accordingly our ability to acquire licenses from any majority shareholder or promoter of another
operator is limited in the near-term.
The Governments policy on cross media ownership could have adverse implications.
As per the Phase II Policy, if during the term of our licenses the Governments policy on cross-media ownership is
announced, we shall have to conform to any new cross media ownership requirements within six months of their
notification. We are a part of the Times Group and our Promoters have interests in several other segments of the
media business. If any such policy on cross media ownership is announced by the Government and we do not
meet its requirements, we will have to make efforts to comply with the prescribed policy. Such efforts could
xxii

include requesting our Promoters to reduce their ownership in us or in certain of their other media businesses. We
cannot assure you that we will be able to comply with such regulations that may be notified or that our Promoters
would assist us in complying with such regulations.
Phase II Policy has restrictions on certain borrowing or lending arrangements.
Under the Phase II Policy, license holders are restricted from entering into borrowing or lending arrangements
which may restrict their management or creative discretion to procure or broadcast content or their marketing
rights. However, the restriction does not apply to borrowing or lending arrangements with recognized financial
institutions and related entities, as defined in the Tender Document. These restrictions may adversely affect our
ability to raise funds for our operations.
There are various additional restrictions under Phase II Policy.
There are various other restrictions under the Phase II Policy which include, among others, restrictions on the
outsourcing of not more than 50% of the total content, hiring and leasing not more than 50% of our broadcasting
equipment, using brand names, owners names, corporate group names to identify channels, linkage between a
party from whom a programme is outsourced and an advertising agency, lease of channels or broadcasting
service in whole or in part and change of ownership pattern. The violation of any such restrictions under the Phase
II Policy can result in penalties being imposed on us or the revocation of licenses granted to us. For details of such
policy restrictions, please refer to chapter titled Regulations and Policies on page 72 of this Prospectus.
We derive certain benefits from our relationship with the Times Group. Entities in the Times Group are actively
involved in the media and entertainment industry and compete with us for listenership, content, sponsorship
and advertising income.
We depend on our relationship with the Times Group in many ways. We have access to the Times Groups resources
and experience and have marketing contracts with the Times Group in relation to our event management and outof-home businesses. We also benefit from the Times Groups access to the Indian film and entertainment industry
and third-party suppliers.
We cannot assure you that the Times Group will continue to allow us to have access to the benefits of this
relationship in the future. If the Times Group does not allow us access to such benefits, our financial condition and
results of operations may be adversely affected. For further details of our relationship with the Times Group, please
refer to Related Party Transactions on page 110 of this Prospectus.
Entities in the Times Group that are actively involved in the media and entertainment industry compete with us for
listenership, content, sponsorship and advertising income. There is no requirement or undertaking for entities in
the Times Group to not compete with us in the radio, event management or out-of-home media businesses. In
addition, there is no requirement or undertaking for such entities to direct any future opportunities in the radio,
event management or out-of-home businesses only through us. Our Promoters are entities in the Times Group
and will own a substantial amount of our Equity Shares after the completion of the Issue. There can be no
assurance that the Times Group will not have conflicts of interest with our shareholders other than the Promoters
or with us, or that our Promoter will exercise their control over us in a manner that is beneficial to our shareholders
other than themselves or us.
We have recently availed of certain financing facilities and the conditions and restrictions imposed by our
financing agreements could adversely affect our ability to conduct our business and operations.
We have recently availed of financing facilities, primarily to bridge finance our payments towards OTEF for the new
licenses that we have been recently successful in obtaining, bid for additional licenses during the remaining
portion of the Phase II Policy and pay the Migration Fee for the migration of some or all of our licenses under the
Phase I Policy regime to the regime under Phase II Policy. These financing arrangements include certain conditions
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and covenants that require us to obtain lender consents for carrying out certain activities and entering into certain
transactions. Specifically, we require, and may be unable to obtain, lender consents to incur additional debt,
change our capital structure, undertake any expansion, provide additional guarantees or merge with or acquire
other companies, whether or not there is any failure by us to comply with the other terms of such agreements.
Under certain of these arrangements, in an event of default, we are also required to obtain the consent of the
relevant lender to pay dividends.
Any failure to comply with the requirement to obtain a consent, or other condition or covenant under our financing
agreements that is not waived by our lenders or is not otherwise cured by us, may lead to a termination of our
credit facilities, acceleration of all amounts due under such facilities and trigger cross default provisions under
certain of our other agreements, and may adversely affect our ability to conduct our business and operations or
implement our business plans.
Some of our trademarks and service marks are pending registration.
As of the date of this Prospectus, we have 38 registered trademarks (including logos and words) relating to the
Radio Mirchi trademark and service mark. We have made additional applications for the registration of Radio
Mirchi trademark and service mark, which are pending before certain trademarks registries in India and countries
outside India.
Our application for registration of the Entertainment Network (India) Limited trademark and service mark is pending
before trademark registries in India.
In addition, applications filed by TIML for the registration of the trademarks and service mark for Times OOH Media
are pending before trademark registries in India. TIML has also recently registered the 360 Degrees trademark
with the trademark registry at Mumbai. TIML will take steps to transfer these applications in the name of our
Subsidiary as a result of the Acquisition, although no steps have been taken as yet, and we can give no assurance
that such trademark and service mark will be transferred on time, or at all.
We have incurred significant marketing and advertising expenses to develop our trademarks and service marks
and these are important to our business and strategy. In the event any of our trademarks and service marks are
subject to any challenge or not registered for any reason, or there is a delay in registration, our business and
results of operations may be affected adversely.
The ability of foreign investors to acquire our Equity Shares is limited by applicable laws.
As per the Phase II Policy and the Tender Document issued by MIB, total foreign investment, including FDI/OCBs/
NRIs/ PIOs etc., portfolio investments by FIIs (within limits prescribed by RBI) and borrowings, if they carry conversion
options, should not exceed 20% of the paid up equity in any entity holding a permission for a radio channel,
subject to the following conditions:

One Indian individual or company owns more than 50% of the paid up equity of such entity excluding the
equity held by banks and other lending institutions;

The majority shareholder exercises management control over such entity;

Such entity has only resident Indians as its directors; and

All key executive officers of such entity are resident Indians.

Pursuant to Press Note No. 6 (2005 Series), dated November 15, 2005, the Ministry of Commerce & Industry,
Department of Industrial Policy & Promotion has permitted foreign investment, including foreign direct investment,
NRI and Persons of Indian Origin (as defined under the FEMA Regulations) (PIO) investments and portfolio
investment, in an aggregate amount up to 20% equity in companies providing FM radio broadcasting services,
subject to such terms and conditions as specified from time to time by the MIB. By a letter dated November 28,
xxiv

2005, the RBI has confirmed to us that pursuant to Press Note No. 6, foreign investment, including foreign direct
investment, NRI and PIO investments and portfolio investment, in an aggregate amount up to 20% equity in
companies providing FM radio broadcasting services is permitted. Amendments to the FEMA Regulations to
reflect the policy changes notified pursuant to Press Note No. 6 are awaited. Investors should also refer to the
section titled Foreign Investment Restrictions under the Phase II Policy at page 222 of this Prospectus.
As per the Phase II Policy and Tender Document, if during the term of the permission period, government policy on
foreign investment is modified, the permission holders, (such as we) shall be obliged to conform to the revised
guidelines within a period of six months of its notification, failing which it shall be treated as non-compliance of the
license conditions, and liable for punitive action.
These restrictions limit our ability to seek and obtain additional investments from foreign investors, which may
adversely affect our ability to raise capital or form strategic partnerships. In the event that foreign investors are
unable to acquire our shares due to these restrictions, the value of our Equity Shares may become adversely
affected during trading on the Stock Exchanges.
Scientific and organized independent research to measure and analyze FM radio listenership is limited in India.
Tracking of radio listenership data is still evolving in India and is measured by an independent ratings agency,
MRUC, only in the cities of Delhi and Mumbai. In the cities of Chennai, Kolkata, Ahmedabad, Pune and Indore,
listenership data is measured by IMRB, a research agency commissioned by us. We believe that absence of such
organized research to measure listenership with respect to other cities in India may cause an adverse impact on
the growth of the private FM radio industry as advertisers, media planners and advertising agencies may not have
adequate data to make media buying decisions, which may result in curtailed spending on FM radio broadcasting.
We are responsible for the broadcast content on our FM radio channels and broadcast of any content inconsistent
with the license conditions could lead to termination of the license thereof and also make us liable under other
applicable laws.
We have the responsibility to ensure that no objectionable, obscene, defamatory or racist comments or comments
hurting any religious sentiment, including those forming part of a live interview, or any unauthorised or other
content infringing any third partys intellectual property rights and any other broadcasting laws in any form are
carried on our FM radio channels. We are required to follow the program and advertising codes followed by AIR,
which prescribe standards of conduct to develop and promote advertising practices. Our failure to adhere to these
regulations, codes and policies may lead to adverse consequences, including the termination of our licenses.
We are required to co-locate our transmission facilities. Also, we are dependent on the studio and transmission
facilities used by us and the loss of or shutdown of operations at any of these facilities could adversely affect
our business.
Under the Phase I Policy, we are required to co-locate our transmission facilities on transmission towers owned by
the Government or Government-owned entities in the four metropolitan cities of Delhi, Mumbai, Chennai and
Kolkata. We currently do not have co-location in Mumbai as the Government does not have necessary infrastructure
for such purpose and we are currently not required to co-locate transmission facilities in the cities of Pune, Indore
and Ahmedabad. However, under the Phase II Policy, we will be required to co-locate transmission facilities in all
our radio broadcasting stations. If, for any reason, the transmission towers as well as the other studio and
transmission facilities we use becomes non-operational or are destroyed, including due to terrorist strikes, rains,
earthquakes, or for any other reason, we will be unable to broadcast our services and our business, financial
condition and financial performance may be adversely affected.
All the studios and transmission facilities used by us are also subject to operating risks, such as the breakdown or
failure of equipment, power supply or processes, performance below expected levels of output or efficiency,
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labour disputes, accidents, natural disasters and the need to comply with the directives of relevant government
authorities. The occurrence of any of these risks could significantly affect our business, operations and financial
performance.
We have recently acquired TIMLs out-of-home media and event management businesses.
TIMPL, a 100% owned subsidiary of the Company, acquired as of October 1, 2005 the out-of-home media and
event management business from our Promoter, TIML, for a consideration of Rs.5.76 million (the Acquisition).
We may face challenges in integrating the acquired businesses with our radio business or meeting market
expectations regarding our consolidated financial condition and results of operations.
In connection with the Acquisition, we are required to obtain various consents and approvals, including for the
transfer of certain significant client contracts. We have recently commenced the process of obtaining such
consents and approvals. We may not receive such consents within a reasonable period of time, or at all, and
may not be able to recognize income from certain contracts.
In connection with the Acquisition, TIML and TIMPL have to obtain consents from clients to transfer many client
contracts to TIMPL. We also have to obtain various approvals from government agencies and local authorities to
transfer certain assets, employees, permits and licenses in India. Additionally, we have to obtain approvals from
other third parties to transfer other assets, including for example, software and product licenses. The process of
obtaining client and third party consents and various other required approvals and consents has recently
commenced. If clients that are important to these businesses do not agree to transfer their contracts to TIMPL, or
novate their contracts in its favour or we do not obtain any approval or consent to transfer other material assets,
this may have a material adverse effect on our results of operations. The Acquisition excludes the business forming
a part of a contract dated September 20, 2005 with the Delhi Metro Railway Corporation, although TIMPL has been
appointed as a marketing agent for TIML to service this contract. Although the business transfer agreement dated
November 4, 2005 (the Business Transfer Agreement) provides that TIML shall carry on and shall be deemed to
have carried on the operations of the business for and on behalf of TIMPL as its agent and trustee and shall also
account for the income and profit that occur between October 1, 2005 and the date of completion i.e. the date on
which the last formality required to be complied with in respect of the transfer of the business or any earlier date
from which the business is directly carried on by TIMPL, we may incur costs and management time and resources
in ensuring that all such transfers are completed and such approvals and consents are obtained.
Our Subsidiary was incorporated on October 26, 2005. The financial statements of our Subsidiary on a standalone basis, or our consolidated financial statements, are currently not available.
Our Subsidiary, Times Innovative Media Private Limited was incorporated on October 26, 2005. The event
management and out-of-home businesses of Times Infotainment Media Limited were transferred to our Subsidiary
pursuant to the Business Transfer Agreement dated November 4, 2005 with effect from October 1, 2005. The
financial statements of our Subsidiary on a stand-alone basis, or our consolidated financial statements, are currently
not available.
The event management industry in India is in an evolving stage.
Since the Indian event management industry is at an evolving stage, growth prospects and margins may be lower
than expected. Further, at present for organizing any event, numerous clearances and approvals are required
from various agencies at the state and municipal levels. Absence of a single-window clearance procedure for such
events may cause undue delays and lead to unforeseen hindrances while organizing such events, which may
significantly affect our operations and profitability from this business.
The event management industry is unorganized and most of the industry operators are non-corporate entities.
The event management industry is unorganized and many of the operators in the industry are non-corporate
xxvi

entities. Due to its unorganized nature, various entities in the event management industry may have different cost
structures and profit objectives, which may result in their adopting different pricing strategies. This may affect our
ability to compete effectively. Further, we may choose not to bid for certain businesses that do not meet our
internal practices and guidelines.
At present there is a scarcity of exhibition infrastructure in India for staging large format events.
At present, there is a scarcity of exhibition infrastructure in India for staging large format events. For example,
many large format events are currently held in sports grounds that are not designed for this purpose. The lack of
quality exhibition infrastructure across the country may adversely affect the growth of this industry.
The out-of-home media industry in India is in an evolving stage.
The out-of-home media industry is still evolving in India and growth prospects and margins may be lower than
expected. The industry is unorganized with most operators being non-corporate or individual entities and this
may significantly affect the establishment of clear and transparent industry practices.
Some of our rights to out-of-home media sites are acquired through tenders issued by the central, state or local
governments or their agencies, where we are required to pay amounts on a minimum guarantee basis.
Some of our out-of-home media sites are owned by the central, state or local governments or their agencies,
which are acquired through bids or tenders, where we are required to make payments on a minimum guarantee
basis. We intend to continue to selectively bid for such tenders in the future and we may be required to make
upfront payments or commit large minimum guarantees. The returns which we receive from such sites may not
be commensurate with our payments to the government or such agencies. Any such shortfalls in our earnings
and the payments we make may affect our operations, revenues and financial performance from such business.
Damage to infrastructure and inadequate utilities may affect our out-of-home media operations.
We operate out-of-home media sites such as bus queue shelters, and are exposed to risks such as lack of proper
infrastructure, damages due to rains, floods or other reasons and lack of utilities such as uninterrupted power
supply to illuminate our sites. For example, recent heavy rains in Mumbai affected the bus queue shelters and
such events could adversely affect our out-of-home media operations.
We are subject to government regulation of our out-of-home media business.
The out-of-home media industry is subject to governmental regulation at the central, state and local level. These
regulations include restrictions on the use of land, construction, repair, upgrading, height, size and location of
and, in some instances, content of advertising copy being displayed on outdoor advertising structures. Compliance
with existing and future regulations could have a significant financial impact.
Certain states in India, such as Delhi, require us to restrict the use of hoardings or billboards. Also, there may be
restrictions in certain cities on use of billboards to prevent them from hindering visibility from highways and key
roads and there may be restrictions on size and spacing. Other cities or states may implement similar laws and
regulations, including the removal of billboards that are part of the citys landscape. We can give no assurance that
we will be successful in negotiating acceptable arrangements in circumstances in which our billboards are subject
to removal, and what effect, if any, such regulations may have on our operations. Changes in laws and regulations
may impact our ability to expand this business.
There may be significant technological innovations in the out-of-home media and our failure to adapt to the
same might adversely affect us.
There may be significant technological innovations in the out-of-home media business and we may be adversely
affected if we are unable adapt to these innovations or if our competitors are able to leverage these innovations
better than us.
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We may face libel, defamation or intellectual property rights infringement charges.

We rely on our creative team, on-air talent and other artistes for our program content in our FM broadcasting
business. We also rely on a creative team for ideas in connection with our out-of-home media and event management
businesses. Also, some of our programs include live interviews and interactive participation of our listeners, and
some of such content may be construed as offensive or insensitive by a certain section of the society or certain
individuals and may expose us and/or employees to litigation for libel, defamation or infringement of intellectual
property rights, which could adversely affect our reputation as well as our business, operations and financial
performance. As of the date of the Prospectus, our Company is not a party to any libel or defamation action.
We may expand internationally, including through strategic acquisitions, joint ventures or partnerships. Such
expansion may expose us to risks that could adversely affect our business.
We may expand our operations internationally. This expansion may be through setting up our own subsidiary or
branch office, or through entry into partnerships, consulting and marketing arrangements, joint ventures or
acquisitions. We have no experience in operating in markets outside India. Our expansion strategy involves numerous
risks, including the following:

our international operations may prove unprofitable and fail to generate anticipated income, profits and cash
flows;
we may be unsuccessful in managing offices in widely disparate locations with different economies, legal
systems, languages and culture;
we may need to recruit additional senior management and on-air talent and we cannot be certain that any of
our recruiting efforts will succeed;
we may enter into markets and geographic areas where we have limited or no experience and may not be able
to develop content or audience loyalty in our targeted markets;

we may encounter difficulties in the integration of personnel and systems; and

our managements attention may be diverted from other business concerns.

As of the date of this Prospectus we have not entered into any letter of agreement, memorandum of understanding
or definitive agreement with respect to any international operation, strategic acquisition, joint venture or partnership,
nor have we taken any active steps to set up any subsidiary or office internationally.
We have not commissioned an independent appraisal for the use of the proceeds of this Issue.
The uses of proceeds of the Issue have been determined based on our managements internal estimates and no
bank or financial institution has appraised the use of proceeds to be raised through the Issue. We intend to use a
substantial portion of the net proceeds of the Issue to repay bridge financing facilities that we have availed of to
pay the OTEF for the seven new licenses that we have successfully bid for, the OTEF for other new licenses under
the Phase II Policy as well as pay Migration Fees for our existing licenses. No independent body will be monitoring
the use of proceeds. Our progress towards deployment of the use of proceeds from the Issue will be reported
periodically as required by SEBI in India and as per the terms of our listing agreements, to the extent applicable.
Our Promoters will continue to retain significant control in our Company after the Issue. Under the Companys
Articles of Association, TIML, will have the right to appoint one-third of the Board of Directors, including the
Managing Director.
Our Promoters, TIML and BCCL, are entities that are a part of the Times Group, and will together own 73.2% of our
issued Equity Shares immediately upon completion of the Issue (71.3% of our issued Equity Shares assuming the
exercise of the Green Shoe Option in full), assuming no exercise of outstanding stock options. As a result, the
xxviii

Promoter will have the ability to exercise significant influence over all matters requiring shareholders approval,
including the election of directors and approval of significant corporate transactions.
Under our Companys Articles of Association, as long as TIML owns 26% of the total paid-up capital of the Company,
it shall have the right to appoint one-third of the Companys Board of Directors, including the Managing Director,
or remove such persons from their office. Subject to the provisions of the Companies Act, the Managing Director
shall not be liable for rotation at any general meeting of shareholders. For further information, see the chapter
titled History and Other Corporate Matters on page 81 of this Prospectus.
There can be no assurance that the Times Group will not have conflicts of interest with the other shareholders or
us. If they exercise rights of control in circumstances where their interests do not coincide with those of other
shareholders, this may adversely affect our ability to execute our business strategy or to operate our business.
They may also result in a delay or prevention of significant corporate actions which could be beneficial for us or
our shareholders.
We have issued Equity Shares just before the date of this Prospectus and the price of such issuances is lower
than the Issue Price.
We have made the following allotment of Equity Shares just before the date of this Prospectus and the price of
such issuances is lower than the Issue Price:
Allottee

Date of Allotment

Issue Price (Rs.)

Number of Equity Shares

Director

November 5, 2005

35.0

319,000

Employees

November 5, 2005

90.0

115,390

Others

November 5, 2005

90.0

10,875

Total

445,265

None of the allottees in the Others category stated above have any relation with either our Promoters or our
Directors. In addition, we have granted stock options for 109,360 Equity Shares to certain employees at an exercise
price of Rs. 90.0 per Equity Share, which is lower than the Issue Price.
The grant of stock options and issue of Equity Shares under the Companys existing and proposed employee
stock option schemes will dilute your shareholding and may result in a charge to our profit and loss account.
On November 5, 2005, the Companys Board of Directors and members at a meeting of the Board and an extraordinary
general meeting respectively, approved the Companys employee stock option scheme (ENIL ESOS 2005).
ENIL ESOS 2005 provides that the total number of options granted thereunder will be 109,360 and that the
scheme will cover existing and future permanent employees and directors of the Company, the Companys holding
company and the Companys subsidiaries. Pursuant to a resolution of the Remuneration/Compensation Committee
dated November 5, 2005, all 109,360 options that are exercisable for Equity Shares have been granted at an
exercise price of Rs.90. As a purchaser of Equity Shares in this Issue, you may experience dilution of your
shareholding to the extent that we issue Equity Shares pursuant to the exercise of stock options under the ENIL
ESOS -2005. The ENIL ESOS -2005 complies with the SEBI (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999, as amended.
At the meeting of the Board dated November 5, 2005, the Board also set aside 1,000,000 Equity Shares that may be
issued pursuant to the grant of options by the Remuneration/Compensation Committee under a separate employee
stock option scheme (the Proposed ESOS), which will comply with the SEBI (Employee Stock Option and
Employee Stock Purchase Scheme) Guidelines, 1999, as amended, and is currently expected to be adopted,
subject to shareholders approval, only after the completion of the Issue. The terms and conditions of the Proposed
xxix

ESOS, including the method of implementation, the exercise price, the eligibility of the employees to whom the
grant will be made and other terms and conditions of such scheme will be determined by the Remuneration/
Compensation Committee.
Pursuant to the grant of options under the Proposed ESOS, if the exercise price is lower than the fair value of the
Equity Shares as certified by independent accountants, the Proposed ESOS will result in a charge to the Companys
profit and loss account equal to the product of the number of Equity Shares granted under the Proposed ESOS
and the difference between the exercise price and the fair value. We expect that such charge will be reflected in
our Indian GAAP financial statements in the financial year in which the options are vested. Such charge will be
amortized over the vesting period of the stock option.
We have contingent liabilities in our balance sheet, as restated, as at September 30, 2005.
As at September 30, 2005, contingent liabilities in our balance sheet, as restated in accordance with SEBI Guidelines,
in an amount of Rs. 444.80 million. Of this amount, Rs.438.80 million consisted of performance guarantees issued
by banks on behalf of the Company in favour of the MIB or the President of India as required under its licenses and
Rs.6.0 million consisted of performance guarantees issued by banks on behalf of the Company in favour of SCIL
pursuant to an order by the Copyright Board.
Our Promoters and Promoter group companies are involved in legal proceedings that have been initiated
against them.
There are approximately 178 cases in total filed against our Promoter, BCCL, which include criminal cases, civil
cases (including recovery of debts, defamation cases with claims for damages) and labour cases. In addition to
these, there are show cause notices, which have been issued to BCCL from various statutory bodies. Six cases
have been filed against our promoter group company, Times Guaranty Limited in consumer redressal forums, and
in various civil courts for civil and money claims. Times Guaranty Limited is also in appeal against certain income
tax and sales tax assessments. There are five cases filed against two other Promoter group companies, Bharat
Nidhi Limited and Media Video Limited in various courts, including labour courts, district and high courts and
consumer redressal forums.
For more details, please refer to the chapter titled Outstanding Litigations, Material Developments and other
Disclosures on page 160 of this Prospectus.
One of the entities promoted by our Promoters has incurred losses in the last three years.
Camac Commercial Company Limited, one of the entities that is part of the Promoter group, has incurred losses in
the fiscal years ended March 31, 2005, 2004 and 2003, as stated below:
(Rs. millions)
Promoter Group

Fiscal Year Ended March 31,

Camac Commercial Company Limited

2005

2004

2003

(1.9)

The market price of our Equity Shares may be adversely affected by additional issues of equity or equity linked
securities by the Company or by sale of a large number of our Equity Shares by our significant shareholders
We may finance our growth plans through additional equity offerings. Any future issuance of equity or equitylinked securities by our Company may dilute the shareholding of investors in our Equity Shares and could adversely
affect the market price of our Equity Shares. Although our Promoters are subject to lock-in as per applicable SEBI
Guidelines and restrictions as per the Phase I Policy and the Phase II Policy, sales of a large number of our Equity
xxx

Shares by any significant shareholder after the expiry of the lock-in periods could adversely affect the market price
of our Equity Shares. In addition, any perception by investors that such issuances or sales might occur could also
affect the trading price of our Equity Shares.

External Risk Factors

We are in a relatively new and emerging industry in India.
There are presently no listed companies in India that derive substantial revenues from operational radio stations
and therefore industry information and information about peer companies may be limited. Further, there are no
standard valuation methodologies or accounting practices in the emerging media and related industries. Since
there are no listed peer companies, the financial statements of our Company are not comparable with other
companies providing FM radio broadcasting services. Further, valuations in the media and entertainment industry
are presently high and may not be sustained in the future and may also not be reflective of future valuations for the
industry.
A slowdown in economic growth in India could cause our business to suffer.
The Indian economy has shown sustained growth over the last few years with gross domestic products (GDP)
growing at 6.9% in fiscal 2005 and 8.5% in fiscal 2004. In its mid-term review of annual policy published on
October 25, 2005, the RBI stated that its GDP growth forecast for fiscal 2006 is between 7.0% to 7.5% as a result of
a pick-up in agricultural output and increased momentum in other sectors, and its inflation forecast for fiscal 2006
is between 5.0% to 5.5%. However, any slowdown in the Indian economy could reduce advertising spend by our
customers and adversely affect our financial performance.
A significant change in the Government of Indias economic liberalization and deregulation policies could
disrupt our business and cause the price of our Equity Shares to decline.
Our assets and customers are predominantly located in India. The Government has traditionally exercised and
continues to exercise a dominant influence over many aspects of the economy. Its economic policies have had
and could continue to have a significant effect on private sector entities, including us, and on market conditions
and prices of Indian securities, including the Equity Shares. The present government, which was formed after the
Indian parliamentary elections in April-May 2004, is headed by the Indian National Congress and is a coalition of
several political parties. Any significant change in the governments policies or any political instability in India could
adversely affect business and economic conditions in India and could also adversely affect our business, our
future financial performance and consequently the market price of our Equity Shares.
Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years.
The extent and severity of these natural disasters has an impact on the Indian economy. Any negative impact of
natural disasters on the Indian economy could adversely affect our business and the market price of our Equity
Shares.
Terrorist attack, civil unrest and other acts of violence or war involving India and other countries could adversely
affect the financial markets and our business.
Terrorist attacks and other acts of violence or war may negatively affect the Indian economy and financial markets
and also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence
and ultimately adversely affect our business.
Diplomatic relations between India and some of its neighbouring countries have been strained in the past. Any
deterioration in relations between India and its neighbouring countries might result in investor concern about
stability in the region, which could adversely affect the market price of the Equity Shares.
xxxi

India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other
adverse social, economic and political events in India could have an adverse impact on us. Regional or international
hostilities, terrorist attacks or other acts of violence of war could have a significant adverse impact on international
or Indian financial markets or economic conditions or in government policy. Such incidents could also create a
perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact
on our business and the price of our Equity Shares.
Insurance cover is unavailable for certain risks or may be inadequate.
Our Company has covered itself against certain risks. Insurance cover may not have been taken or is generally not
available for certain kind of risks. We believe our insurance coverage is consistent with the industry practice. To the
extent that any uninsured risks materialize, our operating results and financial performance could be detrimentally
affected.
After this Issue, the price of our Equity Shares may be volatile, or an active trading market for our Equity Shares
may not develop.
Prior to this Issue, there has been no public market for our Equity Shares. The trading price of our Equity Shares
may fluctuate after this Issue due to a variety of factors, including results of our operations and the performance of
our business, competitive conditions, general economic, political and social factors, volatility in the Indian and
global securities markets, trends in general business and entertainment industry, the performance of the Indian
and global economy and significant developments in Indias fiscal regime. There can be no assurance that an
active trading market for our Equity Shares will develop or be sustained after this Issue, or that the price at which
our Equity Shares are initially issued will correspond to the prices at which they will trade in the market subsequent
to this Issue.

Notes to Risk Factors

1. Public Issue of 12,000,000 Equity Shares of Rs. 10 each at a price of Rs. 162 for cash aggregating Rs. 1,944.00
million, including employee reservation of 200,000 Equity Shares of face value of Rs. 10 each at a price of Rs.
162 for cash aggregating Rs. 32.40 million.
2. The net worth of our Company, as per our restated financial statements as at September 30, 2005, is Rs. 447.45
million.
3. The average cost of acquisition of Equity Shares by our Promoters/ Promoter Group, is Rs. 45.63 per Equity
Share, as adjusted for the Capital Reduction.
4. Book value of the Equity Shares of the Company, as per our restated financial statements as at September 30,
2005, is Rs. 13.19 per Equity Share, as adjusted for the Capital Reduction.
5. For details on Related Party Transactions, refer to the chapter titled Related Party Transactions on page 110 of
this Prospectus.
6. Investors are free to contact the BRLMs for any complaints/ information/ clarification pertaining to this Issue.
For contact details of the BRLMs, please refer to the cover page of this Prospectus.
7. All information shall be made available by the BRLMs and the Company to the public and investors at large and
no selective or additional information would be available only to a section of the investors in any manner
whatsoever.

xxxii

8. Investors are advised to refer to the paragraph on Basis of Issue Price on page 32 of this Prospectus before
making an investment in this Issue.
9. The Issue is being made through a 100% Book Building Process wherein at least 50% of the Net Issue will be
allotted on a proportionate basis to QIBs, of which 5% shall be reserved for Mutual Funds. If at least 50% of the
Net Issue cannot be allotted to QIBs, then the entire application money in this Issue shall be refunded herewith.
Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to NonInstitutional Bidders and not less than 35% of the Net Issue will be available for allocation on a proportionate
basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price.
10. In the event of the Issue being oversubscribed, the allocation shall be on a proportionate basis to QIBs, Retail
Individual Bidders and Non-Institutional Bidders. For details, refer to the chapter titled Issue Procedure on
page 219 of this Prospectus.
11. Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue and the
proportionate allocation of the same would be at the sole discretion of the Company in consultation with the
BRLMs.

xxxiii

SECTION III: INTRODUCTION

SUMMARY
This is only a summary and does not contain all the information that you should consider before investing in our Equity
Shares. You should read the entire Prospectus, including the information contained in the chapters titled Risk Factors and
Financial Statements and related notes beginning on pages xiii and 112 of this Prospectus before deciding to invest on
our Equity Shares.

Overview
We are the largest private FM radio broadcaster in India based on the number of operating stations and listeners. We operate FM
radio broadcasting stations through the brand Radio Mirchi in seven Indian cities. We are the only company with private FM
radio stations in all four metropolitan cities of Delhi, Mumbai, Chennai and Kolkata. We are also the only private FM radio
broadcaster in the cities of Ahmedabad, Indore and Pune. On January 6, 2005, we were one of the successful bidders for
licenses in the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur.
On January 13, 2006, we were one of the successful bidders for licenses for the cities of Jalandhar and Varanasi. On January 20,
2006 we were the only successful bidder for the license for the city of Patna.
On January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur,
Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the
aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35 million,
with respect to these nine cities and also provided performance bank guarantees for the remaining 50% of the OTEF. The MIB
has informed us by a letter dated January 30, 2006 that we are required to pay the remaining OTEF, in an aggregate amount of
Rs. 125.35 million, by February 6,2006.
We also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February
3, 2006.
Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain
Indian newspapers informing them about material developments regarding our participation in the Phase II bidding process
Based on the National Readership Survey - 2005 weekly listenership data, Radio Mirchi reached 36.7 million listeners across
India, which was the highest among all private FM radio stations in India. Further, based on ILT Wave 5 data for which field-work
was conducted from June 18, 2005 to September 5, 2005 and which calculates listenership for the age group above 12 years,
our total daily reach in the metropolitan cities of Mumbai and Delhi was 6.15 million listeners. This was higher than the total
average daily reach of 4.06 million viewers that was registered by the leading satellite television channel in these cities in the
same period based on data provided by Television Audience Measurement Media Research Private Limited (TAM). Our
brand, Radio Mirchi, is well recognized and we have won four of the six awards received by radio broadcasters from the Radio
and Television Advertising Practitioners Association of India in 2004. We have also won the gold medal for Best Activity
Generating Brand Loyalty as well as the bronze medal in Best Activity Generating Brand Awareness and Trial at the 2004
Promotion Marketing Awards of Asia.
We are also in the business of event management and out-of-home media through the brands 360o and Times Out-of-Home
Media, respectively. These two businesses were earlier conducted by our Promoter, TIML, and have been recently acquired by
our Subsidiary, TIMPL, with the exception of the Delhi Metro Rail Corporation contract between DMRC and TIML. We believe
that our FM radio broadcasting, event management and out-of-home media businesses together comprise a strong bouquet of
city-centric media solutions for advertisers targeting these cities.
In our event management business, we manage events and promotions across the country. We have provided event management
and brand promotion solutions to several corporate clients. In fiscal 2005, we managed several events, including large format
events such as the Filmfare Awards, the Femina Miss India pageant and the International Film Festival of India 2004.
In our out-of-home media business, we market the space on various out-of-home media sites to advertisers and advertising
agencies. We are the marketing agents of space on bus queue shelters in two of the three zones of Mumbai which are licensed
by Brihanmumbai Electric Supply and Transport Undertaking (BEST) to our Promoter, BCCL. We are also the marketing agents
of space on six metro railway stations around central Delhi, which were recently licensed by the Delhi Metro Railway Corporation
to our Promoter, TIML.
ENIL had total income of Rs. 209.88 million, Rs. 569.50 million, Rs. 762.25 million in fiscal 2003, 2004, 2005, respectively, which
represented an increase of 341.30%, 171.35%, and 33.85% over the corresponding period of the preceding fiscal years. The
1

total income in the six months ended September 30, 2005 was Rs. 494.62 million, which represented an increase of 55.94%
over the corresponding period of the preceding year. ENIL generated net loss after tax, as restated, of Rs. 401.86 million, Rs.
292.98 million, Rs. 178.97 million and a net profit after tax, as restated, of Rs. 110.51 million in fiscal 2003, 2004, 2005 and the
first six months of fiscal 2006. For details, refer section titled Managements Discussion and Analysis of Financial Condition
and Results of Operations on page 141 of this Prospectus.
As per the audited financial statements of TIML prepared under Indian GAAP, in the fiscal year ended March 31, 2005 total
income from the event management business segment was Rs.252.7 million and total income from the out-of-home media
business segment was Rs.9.5 million. Historical results of TIML may not necessarily be indicative of the results of operations
of these businesses after their acquisition by us.
We believe that having a creative and talented employee base has been instrumental in our growth and we intend to continue
to take steps to attract and retain talent. We have been successful in retaining most of our senior managers who have been
integrally involved in the planning and development of our business.
Our Promoter, Bennett, Coleman & Co. Limited, is the flagship company of the Times Group, which has a heritage of over 150
years and is one of Indias leading media groups. The activities of the Times Group also include publishing newspapers and
magazines, television broadcasting, running internet portals, creating and distributing multimedia products and music publishing
and retailing.

Competitive Strengths
We believe that we have the following competitive strengths in our various businesses:

Our FM Radio Broadcasting Business

Largest operating network and reach among listeners

We have the largest operating network among private FM radio broadcasters based on our operational stations in the four
metropolitan cities and three other cities. We also have the highest listenership among private FM radio broadcasters in
India. We believe that our industry-leading operating network and listener reach enable us to offer an attractive advertising
platform to our advertisers.
On January 6, 2005, we were one of the successful bidders for licenses for the cities of Bangalore, Hyderabad, Nagpur,
Kanpur, Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the successful bidders for licenses for the cities
of Jalandhar and Varanasi. On January 20, 2006 we were the only successful bidder for the license for the city of Patna. On
January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur,
Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the
aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35
million, with respect to these nine cities and also provided performance bank guarantees for the remaining 50% of the
OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are required to pay the remaining OTEF, in an
aggregate amount of Rs. 125.35 million, by February 6,2006. We also intend to participate in the bidding for certain
remaining cities under the Phase II bidding process to be held on February 3, 2006. We will need to enter into grant of
permission agreements with respect to these nineteen cities.

Track record of developing innovative and creative content

We have a track record of developing creative and innovative content and programming formats, which has helped us
expand our base of listeners and advertisers. We believe that we have developed good relationships with the film industry
in India, including the Hindi, Bengali and Tamil film industries, and have successfully developed unique programmes and
shows with the participation of film industry artists. Further, in the recent past, Radio Mirchi has been among the first
private FM radio networks in India to release the sound recordings for popular Hindi films. We also secured exclusive FM
broadcasting rights of the music of these films for up to two weeks after the initial release of the music. We have also
developed various on-air fictional characters such as Professor Kawas and Go Go Ganguli that have become popular with
certain sections of our listeners and has helped in attracting and retaining listeners.

Proven ability to successfully operate in diverse markets

Our FM radio stations are located in diverse regions in India and we have been successful in attracting local listeners in each
of these markets. Our superior understanding of audience preferences enables us to provide content that is customized to
the taste, language and culture of the local audience. We intend to leverage this expertise to attract new listeners as we
expand our footprint to more cities and towns in India.
2

Radio Mirchi brand is widely recognized

We have focused on investing in and developing the Radio Mirchi brand, which is widely recognized in its markets. As per
ILT Wave 5, Radio Mirchi brand had awareness of 95% in Mumbai and 100% in Delhi. We advertise and promote the brand
through various media platforms including print, television, cinema and out-of-home media. Our on-ground events and onair promotions have also helped enhance the recognition of Radio Mirchi brand. For example, our on-air promotion 983
Kismat Khol De in Delhi won the gold medal for Best Activity Generating Brand Loyalty at the 2004 Promotion Marketing
Awards of Asia. We also organize annual events such as the Mirchi Kaan awards, where the jury includes pre-eminent
advertising agency professionals, and a workshop series called RadioWorks, where we invite noted international speakers.
These events help in building the FM radio industry as well as promoting the Radio Mirchi brand.

Strong advertisement sales capabilities

Based on Aircheck data, we have attracted 773 advertisers in the four metropolitan cities during the period from October
1, 2004 to September 30, 2005 which is the highest among all private FM radio broadcasters. Our sales team has established
strong relationships with advertisers and advertising agencies. We focus on understanding the needs of our advertisers
and advertising agencies to offer customized advertising packages and marketing opportunities. Our sales team works
independently of the advertising sales efforts of other entities in the Times Group. We follow several innovative advertising
sales practices such as per-second billing, providing services for production of advertisements at nominal cost and offering
our studio space for pre-production work, which have helped strengthen our relationships with advertisers and advertising
agencies.

High quality studio and transmission equipment

For our studio and transmission facilities, we have invested in high quality equipment. Most of our key equipment, such as
transmitters, mixers and codecs, has been sourced from suppliers based in United States and Canada. We believe that our
investment in technology helps increase the quality of broadcast and coverage in each of our local markets.

Our Event Management Business

Strong customer base among leading corporations

We have been successful in leveraging our experience and capabilities to manage events for several well-recognized
corporations. Our relationships with leading corporations enable us to get repeat business as well as initiate business
relationships with other corporations.

Track record of organizing large format events

We have a track record of conceptualizing, marketing and organizing large-format events that typically involve a higher
degree of complexity and require specialised resources and skills. We have organized several such events, including
Filmfare Awards, Femina Miss India pageants and the International Film Festival of India - 2004. These large-format events
have enabled us to strengthen our event management capabilities, develop relationships with artists and vendors and
enhance the recognition of the 360 o brand.

Artist and vendor management capabilities

We have managed several events in fiscal 2005. The number of events managed by us and our involvement in largeformat events enables us to build strong relationships with both artists and vendors. We have strong relationships with
several film industry personalities who perform at events managed by us. We have also systematically established a
vendor management system that enables us to identify preferred vendors of services and equipment, and thereby reduce
the cost and lead-time in organizing events. We believe that our relationship with artists and vendors could enable us to get
preferred services and favourable commercial terms.

Strong event marketing capabilities

We have successfully raised sponsorship for certain large format events managed by us, primarily due to our relationships
with large corporates. We focus on providing customized event opportunities to potential sponsors by understanding the
identity and positioning needs of their brands. We also focus on enhancing the visibility of certain types of events managed
by us through public relations, selective advertising and promoting the coverage of these events on various media
vehicles such as newspapers, radio and television. We believe that, in addition to our event management skills, our ability
to raise sponsorship and enhance the visibility of events enables us to attract and retain customers for our event management
business.

Our Out-of-Home Media Business

One of few organized players in the Indian out-of-home media industry

The Indian out-of-home media industry is fragmented. Out-of-home media sites in India are predominantly owned or
3

operated by small, local players and are typically, directly marketed by them to advertisers and advertising agencies. We
believe that our corporate structure, professional management systems, understanding of the advertising industry and
multi-city operations enable us to market these sites effectively.

Multi-year marketing contracts in the key markets of Mumbai and Delhi

We are the marketing agents of advertising space on more than 1,400 bus queue shelters in two of the three zones of
Mumbai, comprising the Western suburbs and South Mumbai, which have been licensed by BEST to our Promoter, BCCL,
until December 2008. In addition, we are the marketing agents for advertising space in six metro stations located around
central Delhi that have been recently licensed by the Delhi Metro Railway Corporation to our Promoter, TIML, for two years.
Such multi-year marketing contracts provide us opportunities to promote these sites and invest in innovative technology,
which also helps to enhance our realization from advertisers.

Understanding of potential technological innovations in the Indian out-of-home media industry

We have explored various out-of-home technologies available in international markets such as video walls and remote
access hoardings managed through external communication networks. We believe this understanding will enable us to
select and introduce appropriate technologies in the sites managed by us. For example, we are evaluating the use of LED
technology, which would enhance the visibility and appeal of the advertisements placed on the out-of-home sites managed
by us.

Our Strategy
Our vision is to be a leading city-centric-media company by delivering unique audiences through media vehicles like FM radio,
event management and out-of-home media. Our principal strategies in these businesses are as follows:

Our FM Radio Broadcasting Business

Expand our footprint

We intend to expand our footprint by selectively bidding for new radio channels under the Phase II Policy, where bids have
currently been invited for 338 channels in 91 cities. On January 6, 2005, we were one of the successful bidders for licenses
in the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the
successful bidders for licenses for the cities of Jalandhar and Varanasi. On January 20, 2006 we were the only successful
bidder for the license for the city of Patna. On January 27, 2006, we were among the successful bidders for licenses for the
nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate
amount of Rs. 250.70 million, which is the aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF,
in an aggregate amount of Rs. 125.35 million, with respect to these nine cities and also provided performance bank
guarantees for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are
required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006. We also intend to
participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February 3, 2006. We
will need to enter into grant of permission agreements with respect to these nineteen cities. In the event that we are
successful in winning some or all of the remaining radio channels that we bid for, we will expand our footprint and cover
additional markets and regions in India. We also intend to explore opportunities to become FM radio broadcasters or
content providers in international markets, either directly or through strategic partnerships, arrangements, joint ventures or
acquisitions.

Leverage our footprint to capture additional income

We intend to leverage our footprint of seven operational stations and any other station that we acquire in future to enhance
our audience base and income. Any expansion of our footprint would allow us to target a greater number of potential
advertisers in new markets. Further, any increase in our listenership reach would allow advertisers to address a larger
audience.

Continuously invest in brand building and programming innovation

We intend to maintain and enhance the leadership position of our radio stations through continuous innovation, focused
marketing, intensive brand building and exploiting the interactive nature of FM radio. We plan to engage current and
potential listeners through on-air as well as off-air activities. We intend to increase our use of research generated internally
as well as provided by external agencies to continuously monitor the evolving needs of our audience and advertisers.

Exploit additional revenue streams

In addition to our income from airtime sales on our FM radio channels, we intend to focus on creating or expanding
4

additional revenue streams. We have already launched Mirchi Activation events which are promoted through our radio
channels and enable us to enhance our revenue from airtime sales as well as attract new advertisers. Additional income
streams may also include revenue from SMSs or calls received from our listeners, or from the sale or licensing of content
to third parties, whether in India or in international markets. We have also recently provided consultancy services to an
industrial group in Bangladesh for setting up radio stations. We have also entered into an agreement with Hewlett-Packard
India Sales Private Limited (HP) to launch visual radio services for the first time in India. With visual radio, images and
texts are synchronized with the radio broadcast to bring information and interactivity directly to a mobile phone. As part of
this agreement we have an exclusivity period which will give us the first mover advantage. Visual radio services also
provide an additional advertising opportunity to our clients. These services also provide us with additional advertising
revenues from our clients as well as digital service revenues from the telecommunications sector that HP shares with us.

Our Event Management Business

Establish long-term client relationships

We intend to seek multi-year event management contracts with corporations and other agencies that organize events
frequently. These contracts would provide us income over multiple years and also help us to better understand the
marketing objectives of our clients and provide long-term marketing solutions.

Establish ourselves as a provider of brand solutions

We intend to establish ourselves as a solutions provider for the brand promotion needs of our corporate clients. As part of
this strategy, we intend to enhance our understanding of the identity and positioning of a clients brand and design and
manage events for such clients.

Identify and focus on key industry segments

We intend to identify and focus on key segments of the event management industry on a continuous basis. For example,
some of the key segments may include fashion and lifestyle, celebrity management, brand promotions and conferences.

Establish ourselves as a provider of innovative solutions

We intend to establish ourselves as a provider of innovative solutions by selectively introducing state-of-the-art international
concepts and technologies. For example, for the launch of Mumbai Mirror, a morning daily newspaper, we introduced
motorized para-gliders for the execution of the brand launch event. This event was held at the Gateway of India in Mumbai
and was witnessed by a large audience. We also organized a dome party where an event was held inside a large inflatable
dome imported for the occasion.

Create own event properties at an appropriate time

In addition to managing events for our clients, we intend to selectively evaluate opportunities for developing and organizing
our own proprietary events. We intend to leverage the ownership rights to such events to invest in building these events
into well-recognized brands.

Our Out-of-Home Media Business

Expansion of the network of out-of-home media sites managed by us

We intend to expand our out-of-home media network in terms of number of sites and the cities where we manage such
sites. We have established offices in three cities focused on identifying network expansion opportunities. We intend to bid
for or negotiate contracts for sites owned by government or other state bodies as well as private parties.

Explore opportunities to lease sites on a long-term basis

In addition to managing and marketing networks of sites owned by third parties, we intend to explore opportunities to
create a network of sites that are leased on a long-term basis. We may also consider owning sites. We believe that the longterm rights to these sites would enable us to retain a greater proportion of the revenue that we can generate, relative to
sites that we manage for short periods. The long-term rights to these sites may also allow us to modify the sites or
introduce new technology and increase our revenue from such sites.

Introduce innovative technology and processes

The Indian out-of-home media industry consists mainly of static advertising using conventional methods. We intend to
increase the revenue realization from sites managed by us by introducing technologies such as video walls and remote
access hoardings.

SUMMARY FINANCIAL DATA

You should read the following information together with the information contained in the Auditors report included on page 112
of this Prospectus.

Summary of Unconsolidated Financial Data under Indian GAAP

The following table sets forth selected unconsolidated financial information of the Company as of and for the periods ended
March 31, 2001, 2002, 2003, 2004 and 2005 and the six months ended September 30, 2005, all prepared in accordance with
Indian GAAP and the Companies Act and restated under the SEBI Guidelines.

SUMMARY OF PROFIT AND LOSS AS RESTATED

(Figures in Rs. Million)
Particulars

01.04.2005
to
30.09.2005

01.04.2004
to
31.03.2005

01.04.2003
to
31.03.2004

01.04.2002
to
31.03.2003

01.04.2001 01.04.2000
to
to
31.03.2002 31.03.2001

483.71

749.44

556.01

207.26

32.13

0.00

Income
Airtime Sales
Other Income

10.91

12.81

13.49

2.62

15.43

3.34

Total Income

494.62

762.25

569.50

209.88

47.56

3.34

33.60

63.52

60.44

31.05

22.32

0.00

Expenditure
Production Expenses
License Fees

28.13

398.53

347.08

257.01

34.70

0.00

Administration & Other Expenses

180.87

262.30

267.73

204.43

83.09

0.00

Employee Cost

107.83

160.46

125.73

82.35

47.51

0.00

0.00

0.30

0.31

0.31

0.31

0.31

20.18

53.44

60.46

36.83

6.32

0.00

0.00

2.90

0.98

0.00

0.00

0.00

Total Expenditure

370.61

941.45

862.73

611.98

194.25

0.31

Net Profit/(Loss) Before Tax and

Adjustments

124.01

(179.20)

(293.23)

(402.10)

(146.69)

3.03

Preliminary Expenses Written Off

Depreciation
Interest

Provision for Tax

- Current Taxation

10.50

0.02

(0.00)

0.00

0.00

1.33

- Wealth Tax

0.00

0.05

0.06

0.07

0.05

0.00

- Fringe Benefit Tax

3.00

0.00

0.00

0.00

0.00

0.00

110.51

(179.27)

(293.29)

(402.17)

(146.74)

1.70

Net Profit/( Loss) Before

Adjustments
Adjustments :
Preliminary Expenses Written Off
Adjusted Net Profit/(Loss) after Tax
Balance ( Loss)/Profit brought
forward from the Previous Year
Adjustment on account of reduction
of Share Capital/Securities Premium
Account (Refer Note 2(f)(iii) on
Annexure V)
Balance Carried Forward to
Balance Sheet

0.00

(0.30)

(0.31)

(0.31)

(0.31)

1.22

110.51

(178.97)

(292.98)

(401.86)

(146.43)

0.48

(1,019.79)

(840.82)

(547.84)

(145.98)

0.45

(0.03)

1,017.55

0.00

0.00

0.00

0.00

0.00

108.27

(1,019.79)

(840.82)

(547.84)

(145.98)

0.45

SUMMARY OF ASSETS AND LIABILITIES AS RESTATED

( Figures in Rs. Million )
Particulars

As at
As at
30.09.2005 31.03.2005

As at
As at
As at
As at
31.03.2004 31.03.2003 31.03.2002 31.03.2001

A. Fixed Assets :
Gross Block

411.63

399.12

396.33

225.96

98.70

0.47

Less : Depreciation

176.56

156.45

103.01

42.80

6.32

0.00

Net Block

235.07

242.67

293.32

183.16

92.38

0.47

Capital Work in Progress

1.52

0.00

4.11

147.69

125.11

0.00

Incidental Expenditure Pending

Capitalisation /Allocation

0.00

0.00

0.00

0.00

0.00

20.81

236.59

242.67

297.43

330.85

217.49

21.28

149.15

62.96

17.37

242.44

117.88

138.24

310.14

208.27

166.89

93.19

10.44

0.00

23.01

16.70

20.53

0.09

3.52

0.05

Other Current Assets

0.22

0.11

0.12

0.00

0.00

0.00

Loans and Advances

90.91

103.19

177.98

206.39

121.90

42.86

424.28

328.27

365.52

299.67

135.86

42.91

810.02

633.90

680.32

872.96

471.23

202.43

0.00

0.00

0.00

0.37

244.50

0.00

351.30

287.50

155.89

59.85

70.55

1.98

Provision for Gratuity

6.83

5.30

4.71

2.63

1.76

0.00

Provision for Leave Encashment

4.44

4.15

3.80

1.21

0.40

0.00

362.57

296.95

164.40

64.06

317.21

1.98

447.45

336.95

515.92

808.90

154.02

200.45

339.18

1,169.60

1,169.60

1,169.60

300.00

200.00

0.00

187.14

187.14

187.14

0.00

0.00

- Profit and Loss Account

108.27

(1,019.79)

(840.82)

(547.84)

(145.98)

0.45

Adjusted Net Worth

447.45

336.95

515.92

808.90

154.02

200.45

B. Investments
C. Current Assets, Loans and
Advances :
Sundry Debtors
Cash and Bank Balances

Total Assets ( A+B+C )

D. Liabilities and Provisions :
Unsecured Loans
Current Liabilities and Provisions

E. Adjusted Net Worth ( A+ B + C D)

F. Represented by
(Refer Note 2(f)(iii) - Annexure V)
Share Capital
Reserves and Surplus
- Securities Premium Account

THE ISSUE
Equity Shares Offered:
Issue by the Company

12,000,000 Equity Shares aggregating Rs. 1,944.00 million.

Of which
Employees Reservation Portion(1)

200,000 Equity Shares aggregating Rs. 32.40 million.

Net Issue to the Public

11,800,000 Equity Shares aggregating Rs. 1911.60 million.

Of which
A) Qualified Institutional Buyers Portion

5,900,000 Equity Shares aggregating Rs. 955.80 million, constituting

at least 50% of the Net Issue.

B) Non-Institutional Portion (2)

1,770,000 Equity Shares aggregating Rs. 286.74 million, constituting

not less than 15% of the Net Issue that will be available for allocation
to Non-Institutional Bidders.

C) Retail Portion (2)

4,130,000 Equity Shares aggregating Rs. 669.06 million constituting

not less than 35% of the Net Issue that will be available for allocation
to Retail Individual Bidders.

Green Shoe Option Portion (3)

1,200,000 Equity Shares aggregating Rs. 194.40 million

Equity Shares outstanding prior to the Issue

34,363,665 Equity Shares

Equity Shares outstanding after the Issue

(without Green Shoe Option)

46,363,665 Equity Shares

Equity Shares outstanding after the Issue

(assuming exercise in full of the Green Shoe Option)
Use of Proceeds

47,563,665 Equity Shares

Please refer to chapter titled Objects of the Issue on page 28 of
this Prospectus for additional information.

(1)

Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue and the proportionate allocation of the same
would be at the sole discretion of the Company in consultation with the BRLMs.

(2)

Under-subscription, if any, in any of the above categories would be allowed to be met with spillover inter-se from any other categories, at the
sole discretion of the Company and BRLMs.

(3)

The Green Shoe Option will be exercised at the discretion of the BRLMs and our Company.

GREEN SHOE OPTION

We intend to establish an option for allocating Equity Shares in excess of the Equity Shares that are included in the Issue in
consultation with the BRLMs and the Stabilising Agent to operate a price Stabilisation mechanism in accordance with the
applicable SEBI Guidelines. TIML, as the Green Shoe Lender, will lend the Equity Shares to the Stabilising Agent. Upon exercise
of the Green Shoe Option, we shall issue the Over Allotment Shares.
We have appointed Enam Financial Consultants Private Limited as the Stabilising Agent, for performance of the role of Stabilising
Agent as envisaged in Chapter VIIIA of the SEBI Guidelines, including price-Stabilising post listing, if required in case the market
price falls below the Issue Price up to the same number of shares as lent by the Green Shoe Lender. There is no obligation on
the Stabilising Agent to conduct Stabilising measures. If commenced, Stabilisation will be conducted in accordance with
applicable laws and regulations and such Stabilisation may be discontinued at any time and in any case will not continue for a
period exceeding 30 days from the date when trading permission is given by the Stock Exchanges. The Stabilising Agent will
borrow Equity Shares from Green Shoe Lender. The Equity Shares borrowed from Green Shoe Lender or purchased in the
market for price Stabilising purposes will be in demat form only. The Equity Shares available for allocation under the Green Shoe
Option will be available for allocation to Qualified Institutional Buyers, Non-Institutional Bidders and Retail Individual Bidders in
the ratio of 50:15:35 assuming full demand in each category. On November 11, 2005 we have entered into a Stabilisation
Agreement with the Green Shoe Lender and the Stabilising Agent. The Green Shoe Lender has agreed to lend up to 1,200,000
Equity Shares of our Company, which comprises 10% of the size of the Issue.
The terms of the Stabilisation Agreement provide that:

Stabilisation Period
Stabilisation Period shall mean the period commencing from the date we are given trading permission from the Stock
Exchanges and ending 30 days thereafter, unless terminated earlier by the Stabilising Agent.

Procedure for Over Allotment and Stabilisation

The monies received from the applications for Equity Shares in the Issue against the over allotment shall be kept in the GSO
Bank Account, which is a distinct account separate from the Public Issue Account and shall be used only for the purpose of
Stabilisation of the post listing price of the Equity Shares.
The allocation of the Over Allotment Shares shall be done in conjunction with the allocation of Issue so as to achieve pro-rata
distribution.
Upon such allocation, the Stabilising Agent shall transfer the Over-Allotment Shares from the GSO Demat Account to the
respective depository accounts of successful Bidders.
For the purpose of purchasing the Equity Shares from the market, the Stabilising Agent shall use the funds lying to the credit
of GSO Bank Account.
The Stabilising Agent shall solely determine the timing of buying the Equity Shares, the quantity to be bought and the price at
which the Equity Shares are to be bought from the market for the purposes of Stabilisation of the post-listing price of the Equity
Shares.
The Equity Shares purchased from the market by the Stabilising Agent, if any, shall be credited to the GSO Demat Account and
shall be returned to the Green Shoe Lender immediately on the expiry of the Stabilisation Period but in no event later than the
expiry of two working days thereafter.
In the event the Equity Shares lying to the credit of the GSO Demat Account at the end of the Stabilisation Period but before the
transfer to the Green Shoe Lender is less than the Over Allotment Shares, upon being notified by the Stabilising Agent and the
equivalent amount being remitted to us from the GSO Bank Account, we shall within four (4) days of the receipt of notice from
the Stabilising Agent of the end of the Stabilisation Period allot new Equity Shares in dematerialized form in an amount equal to
such shortfall to the credit of the GSO Demat Account. The newly issued Equity Shares shall be returned by the Stabilising
Agent to the Green Shoe Lender in final settlement of Equity Shares borrowed, within two (2) working days of them being
credited into the GSO Demat Account, time being of essence in this behalf.
9

Upon the return of Equity Shares to the Green Shoe Lender pursuant to and in accordance with sub-clauses (vi) and (vii) above,
the Stabilising Agent shall close the GSO Demat Account.
The Equity Shares returned to the Green Shoe Lender under this clause shall be subject to remaining lock-in-period, if any, as
provided in the SEBI Guidelines.

GSO Bank Account

The Stabilising Agent shall remit from the GSO Bank Account to our Company, an amount, in Indian Rupees, equal to the
number of Equity Shares at Issue Price to be allotted by us to the GSO Demat Account. The amount left in this account, if any,
after this remittance and deduction of expenses including depository, brokerage and transfer fees and net of taxes, if any,
incurred by the Stabilising Agent in connection with the activities under the Stabilisation Agreement, shall be transferred to the
Investor Protection Fund of the Stock Exchanges in equal parts. Upon the return of Equity Shares to the Green Shoe Lender, the
Stabilising Agent will close the GSO Bank Account.

Reporting
During the Stabilisation Period, the Stabilising Agent will submit a report to the Stock Exchanges on a daily basis. The Stabilising
Agent will also submit a final report to SEBI in the format prescribed in Schedule XXIX of the SEBI Guidelines. This report will
be signed by the Stabilising Agent and our Company and be accompanied by the depository statement for the GSO Demat
Account for the Stabilisation Period indicating the flow of shares into and from the GSO Demat Account. If applicable, the
Stabilising Agent will, along with the report give an undertaking countersigned, if required by the respective depositories of the
GSO Demat Account and the Green Shoe Lender regarding confirmation of lock-in on the Equity Shares returned to the Green
Shoe Lender in lieu of the Over-Allotment Shares.

Rights and obligations of the Stabilising Agent

Open a special bank account Special Account for GSO Proceeds of Entertainment Network (India) Limited or GSO Bank
Account and deposit the money received against the over-allotment in the GSO Bank Account.

Open a special account for securities Special Account for GSO Shares of Entertainment Network (India) Limited or GSO
Demat Account and receive the Equity Shares lent by the Green Shoe Lender and allocate to applicants to the Issue and
credit the Equity Shares bought by the Stabilising Agent, if any, during the Stabilisation Period to the GSO Demat account.

Stabilize the market price only in the event of the market price falling below the Issue Price as per SEBI Guidelines,
including determining the price at which Equity Shares to be bought, timing etc.

On exercise of Green Shoe Option at the end of the Stabilisation Period, to request our Company to issue Equity Shares and
to transfer funds from the GSO Bank Account to our Company within a period of five working days of close of the
Stabilisation Period.

On expiry of the Stabilisation Period, to return the Equity Shares to the Green Shoe Lender either through market purchases
or issued by us on exercise of Green Shoe Option as part of Stabilising process.

To submit daily reports to the Stock Exchanges during the Stabilisation Period and to submit a final report to SEBI.

To maintain a register of its activities and retain the register for three years. Net gains on account of market purchases in the
GSO Bank Account to be transferred net of all expenses and net of taxes, if any, equally to the Investor Protection Fund of
the Stock Exchanges.

Rights and obligations of the Green Shoe Lender

The Green Shoe Lender undertakes to execute and deliver all necessary documents and give all necessary instructions to
procure that all rights, title and interest in the Equity Shares lent shall pass to the Stabilising Agent/GSO Demat Account free
from all liens, charges and encumbrances.
On receipt of notice from the Stabilising Agent, to transfer the Equity Shares lent to the GSO Demat account.
The Green Shoe Lender will not recall or create any lien or encumbrance on the Equity Shares lent until the transfer of Equity
Shares to the GSO Demat Account under the terms of the Stabilisation Agreement.
10

Rights and obligations of the Company

The Company shall within four Business Days of the receipt of the notice from the Stabilising Agent (and in any case within 5
Business Days of the end of the Stabilising Period) and receipt of the Green Shoe Shortfall Amount, allot such number of Equity
Shares that are equal to the Green Shoe Shortfall in dematerialised form to the GSO Demat Account.

Fees and Expenses

Our Company shall pay to the Green Shoe Lender a fee of Re.1 only plus applicable taxes for providing the Stabilising services.
Our Company will pay the Stabilising Agent a fee of Re.1 only plus applicable service tax for providing the Stabilising services.
The Stabilising Agent shall deduct from the GSO Bank Account the following expenses:

Demat and transfer cost; and

Brokerage / underwriting fee and selling commission, inclusive of service tax and securities transaction tax.

However, the total expenses of the Stabilising Agent in this regard would not exceed 3.3% of the product of the Issue Price and
number of Equity Shares purchased from the market.
However, these expenses would be subject to availability of any proceeds in the GSO Bank Account and as per the guidelines
of SEBI in this regard.

Procedure for exercise of Green Shoe Option

The primary objective of the Green Shoe mechanism is Stabilisation of the market price of Equity Shares after listing. Towards
this end, after listing of Equity Shares, in case the market price of the Equity Shares fall below the Issue Price, then the
Stabilisation Agent, at its sole and absolute discretion, may start purchasing Equity Shares from the market with the objective
of Stabilisation of the market price of the Equity Shares. The Stabilising Agent, at its sole and absolute discretion, would decide
the quantity of Equity Shares to be purchased, the purchase price and the timing of purchase. The Stabilisation Agent, at its sole
and absolute discretion, may spread orders over a period of time or may not purchase any Equity Shares under certain
circumstances where it believes purchase of Equity Shares may not result in Stabilisation of market price.
Further, the Stabilisation Agent does not give any assurance that it would be able to maintain the market price at or above the
Issue Price through Stabilisation activities.
The funds lying to the credit of GSO Bank Account would be utilised by the Stabilisation Agent to purchase the Equity Shares
from the market and such Equity Shares would be credited to GSO Demat Account. The operations of GSO Demat Account and
GSO Bank Account are explained in the paragraphs above.

11

GENERAL INFORMATION
Registered Office of the Company
Entertainment Network (India) Limited
4th Floor, A Wing, Matulya Centre,
Senapati Bapat Marg, Lower Parel (West),
Mumbai 400 013.
Tel: + 91 22 5662 0660
Fax: + 91 22 5661 5020
Registration Number: 11-120516.
Our Company is registered with the Registrar of Companies, Maharashtra, situated at Everest, 100 Marine Drive,
Mumbai 400 002.

Board of Directors
Our current Board of Directors consists of the following:
1.

Mr. A. P. Parigi

Managing Director.

2.

Mr. Ravindra Dhariwal

Non-executive Director.

3.

Mr. N. Kumar

Independent Director.

4.

Mr. Deepak M. Satwalekar

Independent Director.

For further details of our Board of Directors, please refer to the chapter titled Our Management on page 86 of this Prospectus.

Company Secretary and Compliance Officer

Mr. Anil Fernandes
Trade Gardens, Ground Floor
Kamala Mills Compound
Senapati Bapat Marg
Lower Parel (West), Mumbai 400 013
Tel.: +91 5553 6983
Fax: +91 5553 6900
Email: ipo@radiomirchi.com

Registrar to this Issue

Karvy Computershare Private Limited
Unit ENIL Public Issue
Karvy House, 46, Avenue 4,
Street No. 1, Banjara Hills,
Hyderabad 500 034
Tel.: +91 40 2331 2454
Fax: +91 40 2331 1968
E-mail: enil_ipo@karvy.com
Contact Person: Mr. M. Murlikrishna
Website: www.karvy.com
Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as
non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc.

12

Book Running Lead Managers (BRLMs)

JM Morgan Stanley Private Limited
141 Maker Chambers III
Nariman Point
Mumbai 400 021
Tel: +91 22 5630 3030
Fax: +91 22 5630 1694
E-mail: enil_ipo@jmmorganstanley.com
Contact Person: Mr. Abhishek Goel
Website: www.jmmorganstanley.com

Enam Financial Consultants Private Limited

801, Dalamal Tower
Nariman Point
Mumbai 400 021.
Tel: +91 22 5638 1800
Fax: +91 22 2284 6824
E-mail: enil@enam.com
Contact Person: Ms. Shilpa Jhaveri
Website: www.enam.com

Legal Advisors to the Company

Legal Advisors to the BRLMs

M/s. Crawford Bayley & Co.

State Bank Buildings, 4th Floor
N. G. N. Vaidya Marg
Fort, Mumbai 400 023
Tel.: +91 22 2266 3713
Fax: +91 22 2266 0355
E-mail: sanjay.asher@crawfordbayley.com

S&R Associates
K 40, Connaught Circus
New Delhi 110 001
Tel: +91 11 4289 8000
Fax: +91 11 4289 8001

Advisors to the Company

N.M. Rothschild & Sons India Private Limited
5th Floor, Maker Chambers VI
Nariman Point
Mumbai 400 021
Tel: +91 22 2281 7000
Fax: +91 22 2281 6343

Syndicate Members
JM Morgan Stanley Financial Services Private Limited
Apeejay House
3, Dinshaw Vaccha Road
Churchgate, Mumbai 400 020
Tel: +91 22-5504 0404
Fax: +91 22-5654 1511
E-mail: enil_ipo@jmmorganstanley.com
Contact Person: Mr. Deepak Vaidya
Website: www.jmmorganstanley.com
Enam Securities Private Limited
Khatau Building, II Floor
44B, Bank Street
Off Shahid Bhagat Singh Road
Fort, Mumbai 400 001
Tel. : +91 22-2267 7901
Fax : +91 22-2266 5613
E-mail: ajay@enam.com
Contact Person: Mr. Ajay Seth
Website: www.enam.com

13

Bankers to the Issue and Escrow Collection Banks

ICICI Bank Limited
Capital Market Division,
30 Mumbai Samachar Marg,
Fort, Mumbai 400 001
Tel. : +91 22-2265 5285
Fax : +91 22-2611 1138
E-mail: sidhartha.routray@icicibank.com
Contact Person: Sidhartha Sankar Routray
Website: www.icicibank.com
Hongkong and Shanghai Banking Corporation Limited
India Area Management Office
52/60, M.G. Road,
P.O. Box 128,
Mumbai 400 001
Tel.: +91 22-2267 4921
Fax.: +91 22-2265 8309
E-mail: dhirajbajaj@hsbc.co.in
Contact Person: Mr. Dhiraj Bajaj
Website: www.hsbc.co.in
Kotak Mahindra Bank Limited
13th Floor, Nariman Bhavan
Mumbai 400 021
Tel.: +91 22-5659 6022
Fax: +91 22-2281 7527
E-mail: ibrahim.sharief@kotak.com
Contact Person: Ibrahim Sharief
Website: www.kotak.com

HDFC Bank Limited

Trade World A Wing,
2nd Floor, Kamala Mills Compound
Senapati Bapat Marg
Lower Parel
Mumbai 400 013
Tel.: +91 22-2267 9961
Fax : +91 22-2267 1661
E-mail: sunil.kolenchery@hdfcbank.com
Contact Person: Sunil Kolenchery
Website: www.hdfcbank.com
Standard Chartered Bank
90, Mahatma Gandhi Road, 2nd Floor
Fort, Mumbai 400 001
India
Tel. : +91 22-2268 3831
Fax: +91 22-2209 6067
E-mail: banhid.bhattacharya@in.standardchartered.com
Contact Person: Banhid Bhattacharya
Website: www.in.standardchartered.com

Statutory Auditors
Price Waterhouse & Co.
Chartered Accountants
252 Veer Savarkar Marg,
Shivaji Park, Dadar
Mumbai 400 028
Tel. : +91 22-5669 1500
Fax: +91 22-5654 7807
Website: www.pwcglobal.com.in

Bankers to the Company

HDFC Bank Limited
Maneckji Wadia Building,
Nanik Motwane Marg,
Fort, Mumbai- 400 023
Tel.: +91 22 2496 1616
Fax : +91 22 2496 3994
E-mail: corporatehelp@hdfcbank.com
Website: www.hdfc.com

14

Statement of Inter Se Allocation of Responsibilities among the BRLMs

Statement of Inter Se Allocation of Responsibilities for the Issue among the Book Running Lead Managers, JM Morgan Stanley
Private Limited and Enam Financial Consultants Private Limited, is set forth below:
Inter Se Allocation of Responsibilities
No. Activities

Responsibility

Co-ordinator

Capital structuring with relative components and formalities such as type

of instruments, etc.

JMMS / ENAM

JMMS

Due diligence of Companys operations/ management/ business plans/

legal etc. Drafting and design of Red Herring Prospectus and of statutory
advertisement including memorandum containing salient features of the
Prospectus. The BRLMs shall ensure compliance with stipulated
requirements and completion of prescribed formalities with the Stock
Exchanges, RoC and SEBI including finalisation of Prospectus and
RoC filing.

JMMS / ENAM

JMMS

Drafting and approval of all publicity material other than statutory

advertisement as mentioned in (2) above including corporate
advertisement, brochure, etc.

JMMS / ENAM

ENAM

Appointment of the Registrar and Bankers.

JMMS / ENAM

ENAM

Appointment of the printer and advertising agency.

JMMS / ENAM

ENAM

Non-Institutional and Retail Marketing of the Issue, which will cover,

inter alia,

JMMS / ENAM

JMMS

JMMS / ENAM

ENAM

JMMS / ENAM

ENAM

Formulating marketing strategies, preparation of publicity budget;

Finalizing media and PR strategy;

Finalizing centers for holding conferences for brokers, etc.

Follow-up on distribution of publicity and Issuer material including

form, prospectus and deciding on the quantum of the Issue material; and

Finalizing collection centers.

Domestic institutional marketing of the Issue, which will cover, inter alia,

Finalizing the list and division of investors for one to one meetings; and

Finalizing road show schedule and investor meeting schedules.

International institutional marketing of the Issue, which will cover, inter alia,

Finalizing the list and division of investors for one to one meetings; and

Finalizing road show schedule and investor meeting schedules.

Finalisation of pricing in consultation with Company.

JMMS / ENAM

JMMS

10

Post bidding activities including management of Escrow Accounts,

co-ordination with Registrar and Banks, Refund to Bidders, etc. The post
Issue activities of the Issue will involve essential follow up steps, which
must include finalisation of listing of instruments and despatch of
certificates and refunds, with the various agencies connected with the
work such as Registrars to the Issue, Bankers to the Issue and the bank
handling refund business. BRLMs shall be responsible for ensuring that
these agencies fulfill their functions and enable him to discharge this
responsibility through suitable agreements with the Company.

JMMS / ENAM

ENAM

15

Credit Rating
As this is an Issue of Equity Shares there is no credit rating for this Issue.

Trustees
As this is an Issue of Equity Shares, the appointment of Trustees is not required.

Monitoring Agency
As the net proceeds of the Issue will be less than Rs.5,000 million, under the SEBI Guidelines it is not required that a monitoring
agency be appointed by the Company.

Book Building Process

Book Building refers to the process of collection of bids from investors on the basis of the Red Herring Prospectus. This Issue
Price is fixed after the Bid/Issue Closing Date. The principal parties involved in the Book Building Process are:
(1) Our Company;
(2) Book Running Lead Managers, in this case being JM Morgan Stanley Private Limited and Enam Financial Consultants
Private Limited;
(3) Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and eligible to act
as underwriters, in this case being JM Morgan Stanley Financial Services Private Limited and Enam Securities Private
Limited;
(4) Registrar to the Issue, in this case being Karvy Computershare Private Limited.
SEBI, through its guidelines, has permitted the Issue of securities to the public through the 100% Book Building Process,
wherein at least 50% of the Net Issue shall be allotted on a proportionate basis to QIBs, of which 5% shall be reserved for Mutual
Funds. If at least 50% of the Net Issue cannot be allotted to QIBs, then the entire application money will be refunded herewith.
Further, at least 15% of the Net Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and
at least 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid
Bids being received at or above the Issue Price. The Company will comply with these guidelines for this Issue. In this regard, the
Company has appointed the BRLMs to procure subscriptions to the Issue.
The process of book building, under SEBI Guidelines, is relatively new and the investors are advised to make their own
judgment about investment through this process prior to making a Bid in the Issue.
Pursuant to Press Note No. 6 (2005 Series), dated November 15, 2005, the Ministry of Commerce & Industry, Department of
Industrial Policy & Promotion has permitted foreign investment, including foreign direct investment, NRI and PIO investments
and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio broadcasting services,
subject to such terms and conditions as specified from time to time by the MIB. By a letter dated November 28, 2005, the RBI
has confirmed to us that pursuant to Press Note No. 6, foreign investment, including foreign direct investment, NRI and PIO
investments and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio broadcasting
services is permitted. Amendments to the FEMA Regulations to reflect the policy changes notified pursuant to Press Note No.
6 are awaited. Investors should also refer to the section titled Foreign Investment Restrictions under the Phase II Policy at
page 222 of this Prospectus.
QIBs are not allowed to withdraw their Bid after the Bid/ Issue Closing Date and are now required to pay 10% Margin Amount
upon submission of their Bid. For details see the chapter titled Terms of the Issue on page 217 in this Prospectus.

Steps to be taken by the Bidders for bidding:

Check whether he/ she is eligible for bidding;

Bidder necessarily needs to have a demat account;

Ensure that the Bid-cum-Application Form is duly completed as per instructions given in the Red Herring Prospectus and
in the Bid-cum-Application Form; and
16

Ensure that the Bid-cum-Application Form is accompanied by the Permanent Account Number or by Form 60 or Form 61
as may be applicable together with necessary documents providing proof of address. For details please refer to the chapter
titled Issue Procedure on page 219 of this Prospectus. Bidders are specifically requested not to submit their General
Index Register number instead of the Permanent Account Number as the Bid is liable to be rejected.

Illustration of Book Building and Price Discovery Process (Investors should note that the following is solely for the purpose of
illustration and is not specific to this Issue)
Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 20 to Rs. 24 per share, issue size
of 3,000 equity shares and receipt of five bids from bidders details of which are shown in the table below. A graphical
representation of the consolidated demand and price would be made available at the website of the BSE (www.bseindia.com)
and NSE (www.nseindia.com) during the bidding period. The illustrative book as shown below shows the demand for the
shares of our Company at various prices and is collated from bids from various investors.
Number of equity shares Bid for

Bid price (Rs.)

Cumulative equity shares Bid for

Subscription

500

24

500

16.67%

1000

23

1500

50.00%

2000

21

5000

166.67%

2500

20

7500

250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired
quantum of shares is the price at which the book cuts off i.e., Rs. 21 in the above example. The issuer, in consultation with the
BRLMs will finalise the issue price at or below such cut off price i.e. at or below Rs. 21. All bids at or above this issue price and
cut-off bids are valid bids and are considered for allocation in respective category.
The process of Book Building under SEBI Guidelines is relatively new and investors are advised to make their own judgment
about investment through this process prior to making a Bid in the Issue.

Underwriting Agreement
After the determination of the Issue Price but prior to filing of the Prospectus with Registrar of Companies, Maharashtra, we will
enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be issued through this Issue. It
is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible for bringing in the
amount devolved in the event that the Syndicate Members do not fulfill their underwriting obligations. Pursuant to the terms
of the Underwriting Agreement, the obligations of the Underwriters are several and not joint, and are subject to certain
conditions as specified in such agreement.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
Name and Address of the Underwriters

Indicated Number of
Equity Shares to be
Underwritten

Amount
Underwritten
(Rs. million)

JM Morgan Stanley Private Limited

141, Maker Chambers III,
Nariman Point,
Mumbai 400 021

5,999,900

971,983,800

Enam Financial Consultants Private Limited

801, Dalamal Tower,
Nariman Point,
Mumbai 400 021

5,999,900

971,983,800

17

Name and Address of the Underwriters

Indicated Number of
Equity Shares to be
Underwritten

Amount
Underwritten
(Rs. million)

JM Morgan Stanley Financial Services Private Limited

Apeejay House
3. Dinshaw Vaccha Road
Churchgate, Mumbai 400 020

100

16,200

Enam Securities Private Limited

Khatau Building, II Floor
44B, Bank Street
Off Shahid Bhagat Singh Road
Fort, Mumbai 400 001

100

16,200

13,200,000

2,138,400,000

Total
The above underwriting agreement is dated January 31, 2006.

In the opinion of the Board of Directors of the Company (based on a certificate given by the Underwriters), the resources of all
the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.
All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act.
Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the
above table, the BRLMs and the Syndicate Members shall be severally responsible for ensuring payment with respect to Equity
Shares allocated to investors procured by them. In the event of any default, the respective underwriter in addition to other
obligations to be defined in the Underwriting Agreement, will also be required to procure/subscribe to the extent of the
defaulted amount. For further details about allocation please refer to Other Regulatory and Statutory Disclosures on page 206
of this Prospectus.

18

CAPITAL STRUCTURE
The share capital of our Company as on the date of filing of this Prospectus with SEBI is as set forth below:
Share Capital as on the date of filing of this Prospectus

Amount in Rupees
Aggregate Value
at Nominal Price

A.

Authorised Capital
120,000,000

B.

Equity Shares

1,200,000,000

Issued, Subscribed and Paid-up Capital before this Issue

34,363,665

C.

Aggregate Value
at Issue Price

Equity Shares

343,636,650

Present Issue to the public in terms of this Prospectus

12,000,000

Equity Shares

120,000,000

1,944,000,000

2,000,000

32,400,000

118,000,000

1,911,600,000

12,000,000

194,400,000

463,636,650

7,510,913,730

475,636,650

7,705,313,730

Out of which

D.

(I)

200,000

(II)

11,800,000

Equity Shares

Equity Capital assuming exercise of Green Shoe Option in full

47,563,665

G.

Equity Shares

Issued, Subscribed and Paid-up Capital after this Issue assuming

Green Shoe option is not exercised
46,363,665

F.

Equity Shares as Net Issue to the Public

Green Shoe Option pursuant to this Prospectus (1)

1,200,000

E.

Equity Shares are reserved for the Employees

Equity Shares

Securities Premium Account

Before this Issue

(1)

18,076,200

After this Issue (without exercise of the Green Shoe Option)

1,842,076,200

After this Issue (assuming exercise of the Green Shoe Option in full)

2,024,476,200

TIML as the Green Shoe Lender has agreed to lend to the Stabilising Agent up to 1,200,000 Equity Shares, which is 10% of the Issue.

The Company was incorporated with an authorised share capital of Rs. 2.5 million divided into 250,000 Equity Shares of Rs. 10
each. The authorised share capital was increased to Rs. 200 million divided into 20,000,000 Equity Shares of Rs. 10 each
pursuant to an ordinary resolution passed at the EGM held on June 16, 2000. This was further increased to Rs. 450 million
divided into 45,000,000 Equity Shares of Rs. 10 each pursuant to a special resolution passed at the AGM held on September 3,
2001. The authorised share capital was further increased to Rs. 1,200 million divided into 120,000,000 Equity Shares of Rs. 10
each pursuant to a special resolution passed at the AGM held on September 9, 2002.

19

Notes to Capital Structure:

1.

Share Capital History of the Company

Date of Allotment/
Reduction

June 24, 1999

Cumulative
No. of
Shares

700

700

Face Issue Nature

Reasons for
Value Price of
Allotment/
payment Reduction
of consideration
10

Cumulative
Securities
Premium
Account

Cumulative
Paid - up
Capital

10

Cash

Initial subscription to
the Memorandum.

Nil

7,000

August 30, 2000

19,999,300

20,000,000

10

10

Cash

Allotment to BCCL.

Nil

200,000,000

November 17, 2001

10,000,000

30,000,000

10

10

Cash

Allotment to BCCL.

Nil

300,000,000

December 31, 2002

75,264,000

105,264,000

10

10

Cash

Allotment to
Times Infotainment
Media Limited.

Nil 1,052,640,000

December 31, 2002

11,696,000

116,960,000

10

26

Cash

Allotment to Double
Honour Holdings
Limited.

(83,041,600)

33,918,400

Reduction of capital*

Nil

339,184,000

November 5, 2005

319,000

34,363,665

10

35

Cash

Allotment to a Director 18,076,200

343,636,650

November 5, 2005

126,265

34,044,665

10

90

Cash

Allotment to
10,101,200
employees and others.

340,446,650

34,363,665

343,636,650

April 1, 2005

As of date
*

2.

No. of
Equity
Shares

187,136,000 1,169,600,000

18,076,200

Pursuant to an order of the High Court of Bombay dated October 28, 2005 confirming a capital reduction petition, the issued, subscribed
and paid up capital of our Company as at April 1, 2005 was reduced from Rs.1,169,600,000, consisting of 116,960,000 Equity Shares of
Rs. 10 each, to Rs.339,184,000, consisting of 33,918,400 Equity Shares of Rs. 10 each and the balance standing to the credit of the
securities premium account of our Company as at April 1, 2005, was reduced from Rs.187,136,000 to nil and that such reduction was
effected by cancelling the paid-up capital to the extent of Rs. 830,416,000 and securities premium account to the extent of Rs. 187,136,000
against the accumulated losses of the Company to the extent of Rs.1,017,552,000.

Promoters Contribution and Lock-In

Details of Promoters contribution locked-in for three years:
Name of the Promoter Date on which
Equity Shares were
allotted/ transferred
and made fully
paid up

Number
of
Equity
Shares

Face
Issue/ ConsidPercentage Percentage
Value Transfer eration
of preof post(in Rs.) price in (cash,
Issue
Issue
bonus,
paid-up
paid-up
considcapital
capital
eration
other
than cash)

TIML (Assuming the

Green Shoe Option is
not exercised)

December 31, 2002

9,294,605

10

10

Cash

27.05

20

TIML (Assuming the

Green Shoe Option is
exercised in full)

December 31, 2002

9,534,605

10

10

Cash

27.75

20

The entire pre-Issue equity share capital of our Company, comprising 34,363,665 Equity Shares, shall be locked in for a
period of one year from the date of the allotment of Equity Shares in this Issue, of which 9,294,605 Equity Shares
20

(assuming Green Shoe Option is not exercised) or 9,534,605 Equity Shares (assuming Green Shoe Option is exercised in
full), held by TIML as the Promoter shall be locked in for three years from the date of allotment of Equity Shares in this Issue.
In the event the Green Shoe Option is exercised, the Equity Shares held by TIML, which are loaned to the Stabilising Agent
shall be exempt from lock-in for the period between the date when the Equity Shares are loaned to the Stabilising Agent
to the date when they are returned to TIML in accordance with applicable SEBI Guidelines.
Shares held by the person other than the Promoters, prior to this Issue, which are subject to lock in as per the relevant
provisions of Chapter IV of SEBI Guidelines, may be transferred to any other person holding shares which are locked in,
subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as applicable.
Shares held by Promoter(s) which are locked in as per the relevant provisions of Chapter IV of the SEBI Guidelines, may be
transferred to and amongst Promoter/Promoter group or to a new promoter or persons in control of the Company, subject
to continuation of lock-in in the hands of transferees for the remaining period and compliance of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as applicable. The locked-in Equity
Shares held by the Promoter(s) can be pledged only with banks or financial institutions as collateral security for loans
granted by such banks or financial institutions, provided the pledge of shares is one of the terms of sanction of such loan.
3.

Transactions in the Companys Equity Shares by the Promoters/Promoter Group and the directors of the Company or
directors of the Promoters during a period of six months preceding the date of filing of this Prospectus with SEBI
Except as stated below, there have been no transactions in the Companys Equity Shares by the Promoters/Promoter
Group and the Directors of the Company or directors of the Promoters during a period of six months preceding the date of
filing of this Prospectus with Registrar of Companies.
Purchase of Equity Shares by Promoters / Promoter Group entities
S. Transaction
No.

Name of
Purchaser

Name of Seller

Date of
Transaction

1.

BCCL

Double Honour
Holdings Limited (DHHL)

October 25, 2005

(1)

Purchase of Equity
Shares(1)

No. of
Equity
Shares

Price per
Equity Share
(in Rs.)

11,696,000

42.34

Subsequent to this purchase by BCCL, 8,304,160 of such Equity Shares were cancelled pursuant to the order of the High Court of Bombay
dated October 28, 2005, which approved a scheme pursuant to which the total paid-up capital of the Company was reduced from
116,960,000 to 33,918,400 Equity Shares. Accordingly, with respect to this purchase transaction and based on the Companys reduced
share capital, BCCLs effective purchase price for the 3,391,840 Equity Shares remaining after cancellation of 8,304,160 Equity Shares is
Rs. 146.00 per Equity Share.

Allotment of Equity Shares to directors of the Company or the directors of the Promoters

4.

Name of Subscriber/ Purchaser

Date of Transaction

Mr. A.P. Parigi

November 5, 2005

No. of Equity Shares

Price per Equity

Share (in Rs.)

319,000

35.0

Shareholding pattern of the Company prior and post this Issue

Name of the
Shareholders

Pre-Issue Equity Capital

Post-Issue Equity Capital

if Green Shoe Option is
not exercised

Post-Issue Equity
Capital if Green
Shoe Option is
exercised in full

Number of
Equity Shares

Number of
Equity Shares

Number of
Equity Shares

3,391,840

9.87

3,391,840

7.32

3,391,840

7.13

TIML (including others holding

shares jointly with TIML)

30,526,560

88.8

30,526,560

65.8

30,526,560

64.2

Total

33,918,400

98.7

33,918,400

73.2

33,918,400

71.3

Promoters
BCCL

21

Name of the
Shareholders

Pre-Issue Equity Capital

Post-Issue Equity Capital

if Green Shoe Option is
not exercised

Post-Issue Equity
Capital if Green
Shoe Option is
exercised in full

Number of
Equity Shares

Number of
Equity Shares

Number of
Equity Shares

Director

319,000

0.93

319,000

0.69

319,000

0.67

Employees

115,390

0.34

115,390

0.25

115,390

0.24

10,875

0.03

10,875

0.02

10,875

0.02

Nil

Nil

12,000,000

25.9

13,200,000

27.8

34,363,665

100

46,363,665

100

47,563,665

100

Non-Promoter

Others
Public and Employees
(pursuant to this Issue)
Total

The post-Issue shareholding of Employees and Directors does not include Equity Shares that may be allotted to them under the Employee
Reservation Portion of the Issue, which can be determined only after the allotment of Equity Shares pursuant to this Issue.

5.

a)

Particulars of top ten shareholders on the date of filing this Prospectus with Registrar of Companies
Serial No. Name of the Shareholder

Number of Equity Shares

1.

TIML (including others holding shares jointly with TIML)

30,526,560

2.

BCCL

3.

Mr. A. P. Parigi

4.

Mr. Prashant Panday

23,200

5.

Mr. Munish Purii

14,500

6.

Mr. Farid Kureshi

13,890

7.

Mr. Nandan Srinath

10,150

8.

Mr. Sameer Soni

10,150

9.

Mr. Harvinderjit Singh Bhatia

8,990

10.

Mr. Romen Sood

7,250

11.

Mr. Sharath Chandra

7,250

12.

Mr. Sumeet Chatterjee

7,250

3,391,840
319,000

22

b)

Particulars of top ten shareholders ten days prior to filing this Prospectus with Registrar of Companies
Serial No. Name of the Shareholder

c)

Number of Equity Shares

1.

TIML (including others holding equity shares jointly with TIML)

30,526,560

2.

BCCL

3.

Mr. A.P. Parigi

4.

Mr. Prashant Panday

23,200

5.

Mr. Munish Purii

14,500

6.

Mr. Farid Kureshi

13,890

7.

Mr. Nandan Srinath

10,150

8.

Mr. Sameer Soni

10,150

9.

Mr. Harvinderjit Singh Bhatia

8,990

10.

Mr. Romen Sood

7,250

11.

Mr. Sharath Chandra

7,250

12.

Mr. Sumeet Chatterjee

7,250

3,391,840
319,000

Particulars of the top shareholders 2 years prior to the date of filing of this Prospectus with Registrar of Companies
Serial No. Name of the Shareholder

Number of Equity Shares

1.

TIML

105,263,300

2.

DHHL

11,696,000

3.

Mr. Ranjan Garg jointly with TIML

100

4.

Mr. Arun Kumar Bahl jointly with TIML

100

5.

Mr. Ajit Dabholkar jointly with TIML

100

6.

Mr. P. M. Rao jointly with TIML

100

7.

Mr. Ram Maheshwary jointly with TIML

100

8.

Mr. Sam Dastoor jointly with TIML

100

9.

Mr. S.J. Lovahale jointly with TIML

100

6.

Our Company, its Directors, the Promoters and their Directors and the BRLMs to this Issue have not entered into any buyback, standby or similar arrangements for purchase of Equity Shares of the Company from any person.

7.

The total number of shareholders of our Company as on the date of filing this Prospectus is 26.

8.

Except as mentioned in the section titled Objects of the Issue on page 28 of this Prospectus, our Company has not raised
any bridge loan against the proceeds of this Issue.

9.

200,000 Equity Shares have been reserved for Allocation to the Employees on a proportionate basis, subject to valid bids
being received at or above the Issue Price and subject to the maximum bids in this portion being the number of shares
reserved under this category, which is 200,000 Equity Shares. Only the Employees as defined in the chapter titled Definitions
and Abbreviations on page i of this Prospectus would be eligible to apply in this Issue under the reserved category for our
Employees. Employees may also bid in the Net Issue to public portion and such Bids shall not be treated as multiple Bids.
Any under subscription in the Equity Shares under the Employee Reservation Portion would be added to the Net Issue and
the proportionate allocation of the same would be at the sole discretion of the Company in consultation with the BRLMs.
23

10. The bids in the Employee Reservation Portion are subject to a maximum bid for 6,000 Equity Shares. If the aggregate
demand in the Employee Reservation Portion is greater than 200,000 Equity Shares at or above the Issue Price, allotment
shall be made on a proportionate basis.
11. In the case of over-subscription in all categories, at least 50% of the Net Issue to the Public shall be allocated on a
proportionate basis to Qualified Institutional Buyers, of which 5% shall be reserved for Mutual Funds. Further, not less than
15% of the Net Issue to the Public shall be available for allocation on a proportionate basis to Non Institutional Bidders and
not less than 35% of the Net Issue to the Public shall be available for allocation on a proportionate basis to Retail Individual
Bidders, subject to valid bids being received at or above this Issue Price. Under-subscription, if any, in the Non Institutional
and Retail categories would be allowed to be met with spill over from any other category at the sole discretion of the
Company in consultation with the BRLMs.
12. An over-subscription to the extent of 10% of this Issue size can be retained for the purpose of the Green Shoe Option while
finalizing the Basis of Allotment.
13. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, and rights issue
or in any other manner during the period commencing from submission of this Prospectus with SEBI until the Equity Shares
offered through this Prospectus have been listed.
14. We presently do not have any intention or proposal to alter our capital structure for a period of six months from the date of
opening of this Issue, by way of split/ consolidation of the denomination of Equity Shares or further issue of Equity Shares
(including issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares) whether preferential
or otherwise, except that if we enter into acquisitions or joint ventures, we may consider raising additional capital to fund
such activity or use Equity Shares as currency for acquisition or participation in such joint ventures.
15. Pursuant to Press Note No. 6 (2005 Series), dated November 15, 2005, the Ministry of Commerce & Industry, Department
of Industrial Policy & Promotion has permitted foreign investment, including foreign direct investment, NRI and PIO
investments and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio
broadcasting services, subject to such terms and conditions as specified from time to time by the MIB. By a letter dated
November 28, 2005, the RBI has confirmed to us that pursuant to Press Note No. 6, foreign investment, including foreign
direct investment, NRI and PIO investments and portfolio investment, in an aggregate amount up to 20% equity in
companies providing FM radio broadcasting services is permitted. Amendments to the FEMA Regulations to reflect the
policy changes notified pursuant to Press Note No. 6 are awaited. Investors should also refer to the section titled Foreign
Investment Restrictions under the Phase II Policy at page 222 of this Prospectus.
16. Our Company has not revalued its assets since inception.
17. Our Company has not capitalized any of its reserves since inception.
18. A Bidder cannot make a Bid for more than the number of Equity Shares offered through this Issue, subject to the maximum
limit of investment prescribed under relevant laws applicable to each category of investor.
19. Our Company has not made any public issue since its incorporation.
20. Our Company undertakes that at any given time, there shall be only one denomination for the Equity Shares of the
Company and the Company shall comply with such disclosure and accounting norms as specified by SEBI from time to
time.
21. As on the date of filing of this Prospectus, there are no outstanding warrants, options or rights to convert debentures, loans
or other financial instruments into our Equity Shares, except for the options that have been granted under the ENIL ESOS
- 2005. The shares locked in by the Promoters are not pledged to any party. The locked-in Equity Shares held by the
Promoter can be pledged only with banks or financial institutions as collateral security for loans granted by such banks or
financial institutions, provided the pledge of shares is one of the terms of sanction of such loan.
The Entertainment Network (India) Limited Employee Stock Option Scheme (ENIL ESOS - 2005)
On November 5, 2005, the Companys Board of Directors and members at a meeting of the Board and an extraordinary general
meeting respectively, approved the Companys employee stock option scheme (ENIL ESOS 2005). ENIL ESOS 2005
provides that the total number of options granted thereunder will be 109,360 and that the scheme will cover existing and future

24

permanent employees and directors of the Company, the Companys holding company and the Companys subsidiaries.
Pursuant to a resolution of the Remuneration/Compensation Committee dated November 5, 2005, all 109,360 options that are
exercisable for Equity Shares have been granted at an exercise price of Rs.90.
This ESOP scheme applies to:
(i)

any existing and future permanent employee of the Company who is a full time executive or in full time employment of the
Company and including every Director of the Company, whether a whole-time Director or not.

(ii) any existing and future permanent employee of any subsidiary company of our Company who is a full time executive or
in full time employment of such subsidiary and including every Director of such subsidiary whether a whole-time Director
or not.
(iii) any existing and future permanent employee of any holding company of our Company who is a full time executive or in full
time employment of such holding company and including every Director of the holding company whether a whole-time
Director or not.
ENIL ESOS 2005 is administered by the Remuneration/Compensation Committee. Currently, the Compensation Committee
consists of Mr. Deepak M. Satwalekar, Mr. N. Kumar, independent directors of the Company and Mr. Ravindra Dhariwal.
Pursuant to a resolution of the Remuneration/Compensation Committee dated November 5, 2005, all 109,360 options that are
exercisable for Equity Shares have been granted at an exercise price of Rs.90 per Equity Share. Pursuant to this resolution, we
have issued the following options:
Particulars
Options Granted on November 5, 2005

109,360

Exercise Price

Rs. 90

Options vested

Nil.

Options exercised

Nil.

The total number of Equity Shares arising as a result of exercise

No Options vested or exercised as on January 12,

of Options 2006. Maximum number of Equity Shares
that can arise if all options are vested and exercised
is 109,360.

Options lapsed

Nil.

Variation of terms of options

No variations.

Money realized by exercise of options

Not applicable.

Total number of options in force

109,360

Person-wise details of options granted to :

As provided in the table below.

(i) Directors and senior managerial personnel;

(ii) Any employee who received a grant in any one year of
options amounting to 5% or more of options granted
(iii) identified employees who are granted options during
any one year equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
Company at the time of grant (excluding (ii) above)
Diluted Earning Per Share (EPS) pursuant to issue of shares on
exercise of options

Not applicable, as no Equity Shares have

been issued till date pursuant to exercise of options.

Vesting Schedule

As provided in table below.

Lock-in

Not applicable, as no Equity Shares have been issued

till date pursuant to exercise of options.

25

Details regarding grant of stock options to key managerial employees of the Company, its Subsidiary and Promoter are set out
below:
Name of Employees

Number of Options

Mr. Prashant Panday

8,700

Mr. Kaushik Ghosh

7,250

Mr. Tapas Sen

2,610

Mr. Harvinderjit Singh Bhatia

2,610

Mr. Farid Kureshi

9,310

Col. (Retd.) N. Thiagarajan

870

Mr. S. Prasad

1,740

Mr. Sameer Soni

4,350

Mr. Nandan Srinath

4,350

Mr. Alok Purohit

11,600

Mr. Sharath Chandra

7,250

Mr. Romen Sood

7,250

Mr. Gautam Shahane

11,600

Mr. Anil Fernandes

2,175

Mr. Hitesh Sharma

8,120

Mr. Munish Purii

14,500

Mr. Ganesh Iyer

5,075

Details regarding vesting schedule for the said options shall be as follows:
Name of Employees

Number of Shares

Value

Mr. Prashant Panday

8,700

783,000

April 1, 2007.

Mr. Kaushik Ghosh

7,250

652,500

5,945 options on November 15, 2006 and 1,305 options

on April 1, 2007.

Mr. Tapas Sen

2,610

234,900

April 1, 2007.

Mr. Harvinderjit Singh Bhatia

2,610

234,900

April 1, 2007.

Mr. Farid Kureshi

9,310

837,900

2,350 options on November 15, 2006 and 6,960 on

April 1, 2007.

870

78,300

April 1, 2007.

Mr. S. Prasad

1,740

156,600

April 1, 2007.

Mr. Sameer Soni

4,350

391,500

April 1, 2007.

Mr. Nandan Srinath

4,350

391,500

April 1, 2007.

11,600

1,044,000

Col. (Retd.) N. Thiagarajan

Mr. Alok Purohit

26

Vesting Schedule

8,120 options on November 15, 2006 and 3,480 options

on April 1, 2007.

Name of Employees

Number of shares

Value

Mr. Sharath Chandra

7,250

652,500

2,900 options on November 15, 2006 and 4,350 options

on July 1, 2007.

Mr. Romen Sood

7,250

652,500

2,900 options on November 15, 2006 and 4,350 options

on July 1, 2007.

11,600

1,044,000

8,120 options on November 15, 2006 and 3,480 options

on July 1, 2007.

Mr. Anil Fernandes

2,175

195,750

870 options on November 15, 2006 and 1,305 options

on July 1, 2007.

Mr. Hitesh Sharma

8,120

730,800

2,320 options on November 15, 2006, 2,320 options on

July 1, 2007 and 3,480 options on July 1, 2008.

Mr. Munish Purii

14,500

1,305,000

Mr. Ganesh Iyer

5,075

456,750

Mr. Gautam Shahane

Vesting Schedule

5,800 options on April 1, 2007 and 8,700 options on

April 1, 2008.
1,450 options on November 15, 2006, 1,450 options on
July 1, 2007 and 2,175 options on July 1, 2008.

The Proposed ESOS

At the meeting of the Board dated November 5, 2005, the Board also set aside 1,000,000 Equity Shares that may be issued
pursuant to the grant of options by the Remuneration/Compensation Committee under a separate employee stock option
scheme (the Proposed ESOS), which will comply with the SEBI (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999, as amended, and is currently expected to be adopted, subject to shareholders approval, only after
the completion of the Issue. The terms and conditions of the Proposed ESOS, including the method of implementation, the
exercise price, the eligibility of the employees to whom the grant will be made and other terms and conditions of such scheme
will be determined by the Remuneration/Compensation Committee.

27

OBJECTS OF THE ISSUE

The primary objects of the Issue are to achieve the benefits of listing of our Equity Shares and raise capital to capture growth
opportunities in our businesses.
The main objects and objects incidental or ancillary to the main objects set out in our Memorandum of Association enable us to
undertake our existing activities and the activities for which funds are being raised by us through this Issue. The fund requirement
and deployment is based on internal management estimates and has not been appraised by any bank or financial institution.
The fund requirement is based on our current business plan. In view of the highly competitive and dynamic nature of the
industry segments we operate in, we may have to revise our business plans from time to time and consequently our fund
requirement may also change. This may include rescheduling of our capital expenditure programmes and an increase or
decrease in the proposed capital expenditure for a particular purpose at the discretion of our management. In case of any
variations in the actual utilisation of funds earmarked for the above activities, increased fund deployment for a particular activity
will be met from internal accruals of the Company. The balance proceeds, if any, will be used for growth opportunities and
general corporate purposes.
The details of the proceeds of the Issue are summarized below:
Estimated Amount (Rs. Million)
Gross proceeds of the Issue

1,944

Issue related expenses*

136

Net proceeds of the Issue

*

1,808

The details of Issue related expenses are provided later within this section.

Use of Net Proceeds of the Issue

The following table summarizes the intended use of proceeds and the requirement of funds over fiscal 2006 and fiscal 2007, as
estimated by the management:
Expenditure on

Means of Financing
(Rs. million)

Estimated Use of Funds

(Rs. million)

Issue
Proceeds

Loans

Fiscal 2006

Fiscal 2007

1,950

1,450

500

1,950

Investment in the Subsidiary

350

100*

250

100*

250

General Corporate Purposes

258

258

220

38

2,558

1,808

750

2,270

288

OTEF and Migration Fee payments

under the Phase II Policy

Total
*

Estimated
Requirement of
Funds
(Rs. million)

This amount of Rs.100.0 million excludes an initial amount of Rs.40.0 million that has already been incurred for subscription to the equity
shares of the Subsidiary. The amount of Rs.40.0 million has been invested from the internal accruals of the Issuer and will not be recovered
from the net proceeds of the Issue.

We confirm that we have tied up more than 75% of the amounts required for the objects of the Issue, except for the amounts
to be raised through the Issue, as we have received a letter from BCCL dated November 7, 2005, confirming that we can draw
down, on our demand, an amount of up to Rs. 750.0 million without any security. We have drawn down an amount of Rs. 100
million on January 12, 2006 and Rs. 290 million on January 16, 2006 aggregating an amount of Rs. 390 million from this loan
made available to us. This loan drawn down shall bear interest at the rate of 8% and shall be an unsecured loan that will be
repayable by us in equal annual installments over a period of 3 years, commencing one year after the draw down date. We shall
also have the option of prepaying such loan at any time, without any pre-payment penalty. The management of the Company
shall also have the discretion to raise the abovementioned loan aggregating Rs. 750 million from other lenders.
28

The item-wise details of the utilisation of the net proceeds of this Issue are given below:
1.

OTEF and Migration Fee payments relating to the Phase II Policy:

We currently have the largest operational network of private FM radio stations in the country and have been successful in
attracting listeners from diverse regions and cultures. We will seek opportunities to further expand the network of our FM
radio stations by participating in the Phase II bidding process.
We will be required to make OTEF payments under the Phase II Policy for any new radio channel that we secure in the Phase
II bidding process and the Migration Fee amount to migrate our Phase I licenses to the regime under the Phase II Policy. We
have currently earmarked total OTEF and Migration Fee payments of Rs.1,950.0 million in relation to the Phase II Policy and
we intend to finance these payments from the net proceeds of the Issue to the extent of Rs. 1,450 million and loans to the
extent of Rs. 500 million.
However, we cannot ascertain the exact number or category of licenses that we may secure in the Phase II bidding and the
bid amounts that we may need to pay for obtaining these licenses. These amounts shall be determined upon the completion
of the financial bidding under the Phase II Policy, which has commenced on January 6, 2006 and is expected to be
completed on February 3, 2006. With respect to the ten new licenses that we have successfully bid for on January 6, 2006,
January 13, 2006 and January 20, 2006, the aggregate OTEF payable is Rs.786.85 million all of which have been paid. On
January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur,
Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is
expected to be the aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an amount of Rs.
125.35 million, with respect to these nine cities and also provided performance bank guarantees in an aggregate amount
of Rs.125.35 million for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we
are required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6, 2006. We also intend
to participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February 3, 2006.
Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in
certain Indian newspapers informing them about material developments regarding our participation in the Phase II bidding
process. These amounts have currently been financed through bridge financing facilities and the net proceeds of the Issue
will be used to repay these facilities, to the extent that these facilities have been drawn down and used towards the objects
of the Issue.
The Migration Fee payable with respect to six of our seven existing licenses, excluding the city of Indore, was Rs. 767.73
million and the same was paid on January 16, 2006. The bidding for Indore took place on January 27, 2006 and we are
awaiting formal intimation from MIB with respect to the Migration Fee payable for the same.
However, the timing of the Phase II Policy may change and we may not be able to utilize the net proceeds of the Issue as
contemplated, on time, or at all. In the event that our total OTEF and Migration Fee payments are in excess of Rs. 1950.0
million, we intend to finance such excess amounts through internal accruals and loans.
In the event that our total OTEF and Migration Fees payments are less than Rs. 1,950.0 million, we shall use the excess
amount for General Corporate Purposes, as described below.

2.

Investment in the Subsidiary

We intend to invest an amount of up to Rs. 350.0 million, comprising of Rs. 100 million financed from the net proceeds of
the Issue and Rs. 250 million financed from loans, to invest in the Subsidiary, TIMPL. We intend to utilize this amount by
subscribing to a fresh issue of shares of the Subsidiary and granting loans to the Subsidiary, and the mix for such subscription
of shares or loans has currently not been determined.
These funds will be used for:
1.

Strengthening the Subsidiarys balance sheet to enable it to bid for tenders for out-of-home media sites

2.

Financing any up-front payments required to be made by the Subsidiary upon securing out-of-home media sites

3.

General corporate purposes of TIMPL, which would include continued investments in strengthening the Times OOH
Media and 3600 brands, introducing new technologies in our out-of-home media sites and pursuing growth opportunities
related to our event management and out-of-home media businesses, either in India or abroad, including through
acquisitions, consulting or marketing arrangements, joint ventures or partnerships.
We believe that we will derive benefits from our investment in the Subsidiary, including strengthening of our portfolio
of city-centric media solutions and consolidation of the Subsidiarys financial performance into our consolidated
financial statements that shall be prepared after the listing of our Equity Shares.
No dividends from the Subsidiary have been assured to us with respect to any of our current and future investments
29

in the equity shares of the Subsidiary. Any loans that the Company may extend to the Subsidiary through the net
proceeds of the Issue, will be unsecured and at prevailing market interest rates.
3.

General Corporate Purposes:

We intend to use the remaining net proceeds of the Issue and any proceeds from the exercise of the Green Shoe Option
for general corporate purposes that include domestic and international growth opportunities, including through setting up
our own subsidiary or branch office, or through entry into partnerships, consulting and marketing arrangements, joint
ventures, or acquisitions, payment of annual license fees for our FM Radio stations, purchase of equipment for our FM radio
stations and investments in strengthening our brand Radio Mirchi.
The management, in accordance with the policies of the Board of Directors, will have the flexibility in utilising the Net
Proceeds of the Issue. In the event that the Net Proceeds of the Issue are insufficient to meet our requirements for the
objects of the Issue, other than general corporate purposes, we will fund the same out of internal accruals and debt.

Details of Issue Related Expenses

The Issue related expenses include, among others, underwriting and selling commissions, printing and distribution expenses,
legal fees, advertisement expenses, Registrar and depository fees. The estimated Issue expenses are set forth below:
Activity

Estimated Expense (Rs. Millions)

Lead management, underwriting and selling commissions

64

Advertising and marketing expenses

30

Printing and stationery expenses

32

Others

10

Total estimated Issue expenses

136

Interim Use of Proceeds

The management, in accordance with the policies set up by the Board, will have flexibility in deploying the proceeds received
from the Issue. Pending utilisation for the purposes described above, we intend to temporarily invest the funds in high quality
interest or dividend bearing liquid instruments including deposits with banks for the necessary duration. Such investments
would be in accordance with any investment criteria approved by our Board of Directors from time to time.

Funds deployed on Objects of the Issue

On January 6, 2006, we were one of the successful bidders for licenses for the cities of Bangalore, Hyderabad, Nagpur, Kanpur,
Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the successful bidders for licenses for the cities of Jalandhar
and Varanasi. On January 20, 2006 we were one of the successful bidders for licenses for the city of Patna. We have paid an
aggregate amount of Rs. 786.90 million as payment towards OTEF payment for the bids of January 6, 2006, January 13, 2006
and January 20, 2006. We have received letters of intent from the MIB dated January 17, 2006 for the cities of Bangalore,
Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur. We have also received Letters of Intent from the MIB dated January 23,
2006 for the cities of Jalandhar and Varanasi. We are yet to enter into grant of permission agreements with respect to all of these
ten stations or any other cities which we have successfully bid for.
On January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur,
Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the
aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an amount of Rs. 125.35 million, with respect
to these nine cities and also provided performance bank guarantees in an aggregate amount of Rs. 125.35 million for the
remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are required to pay the
remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6, 2006.
We also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February
3, 2006.
Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain
Indian newspapers informing them about material developments regarding our participation in the Phase II bidding process.
Except as stated in this Prospectus, we have not deployed any funds towards the objects of this Issue as on the date of this
Prospectus and we have not entered into any definitive agreements for the use of the net proceeds of this Issue.

30

Bridge Financing Facilities

At present, we have set up short term financing facilities consisting of various fund and non-fund facilities for a total amount of
Rs. 2,500.0 million, the details of which are as follows:
Name of the Bank

Type of Facility

Hongkong and Shanghai Banking Corporation Limited

Short Term Loan

1,250.00

Bank Guarantee

500.00

Standard Chartered Bank

Bank Guarantee

500.00

Kotak Mahindra Bank Limited

Short Term Loan or Bank Guarantee

250.00

Total

Amount Sanctioned
(Rs. in million)

2,500.00

As of the date of this Prospectus, we have drawn down funds from these facilities to the extent of Rs. 1,250.0 million from
Hongkong and Shanghai Banking Corporation Limited and Rs. 100.00 million from Kotak Mahindra Bank Limited, which have
been used to bridge finance the funds deployed towards the objects of the Issue as of the date of this Prospectus.

Monitoring of Utilisation of Funds

Our Board will monitor the utilisation of the proceeds of the Issue. We will disclose the utilisation of the proceeds of the Issue
under a separate head in our financial statements for fiscal 2006 and 2007 clearly specifying the purposes for which such
proceeds have been utilised. We will also, in our financial statements for fiscal 2006 and 2007, provide details, if any, in relation
to all such proceeds of the Issue that have not been utilised thereby also indicating investments, if any, of such unutilised
proceeds of the Issue. No part of the proceeds of this Issue will be paid by us as consideration to our Promoters, our Directors,
key management employees or companies promoted by our Promoters, save and except in the course of normal business.

31

BASIS OF ISSUE PRICE

The Price Band for the Issue Price has been decided by us in consultation with the BRLMs and specified in this Prospectus. The
Price Band was advertised in an English language newspaper, a Hindi language newspaper with wide circulation and a regional
newspaper. The Issue Price was determined by our Company in consultation with the BRLMs on the basis of assessment of
market demand for the offered Equity Shares by the Book Building Process. The face value of the Equity Shares is Rs. 10 and
the Issue Price is also 16.2 times the face value at the higher end of the Price Band

QUALITATIVE FACTORS
Factors external to us

India has been among the fastest growing economies in the world, with a nominal GDP compound annual growth rate
(CAGR) of 9.6% over fiscal 1995 to fiscal 2004 and there is a correlation between the economic growth rates of a country
and growth rates of the advertising industry.
The Indian advertising spend, as a percentage of GDP, is 0.34%, which lags behind other developed and developing
countries. Average global advertising spend, as a percentage of GDP, is 0.98%.
The radio industry revenues for fiscal 2005 in India are estimated at Rs. 3.22 billion, which is currently 2.9% of the total
advertising spend. The share of radio in India in the overall advertising pie is much lower than various developed and
developing economies worldwide (the world average is 8.8%).
The Government of Indias Tenth Plan stipulates that private operations are to be encouraged to provide FM Radio services
in metros and small cities. 338 channels in 91 cities across the country are being made available for bidding by Indian
private companies in the Phase II Policy.
The out-of-home market in India is estimated to be at Rs. 6.0 to Rs. 7.0 billion. Apart from traditional billboards, new
technologies provide out-of-home opportunities, such as video walls and LED Displays.
While the event management business in India is still evolving, Indian event managers have demonstrated their capabilities
in successfully managing several mega national and international events over the past few years.
The size of the organized event management business is estimated to be about Rs. 7.0 billion in 2004, an increase of about
20% from Rs. 5.8 billion in 2003.

Factors internal to us

We are the largest private FM radio broadcaster in India based on the number of operational stations and listeners.
We are currently operating FM radio stations in seven Indian cities and are the only company with private FM radio stations
in all the four metropolitan cities of Delhi, Mumbai, Chennai and Kolkata. We are also the only private FM radio operator in
the cities of Ahmedabad, Indore and Pune. In addition, on January 6, 2006, we have bid successfully for licenses for the
cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the
successful bidders for licenses for the cities of Jalandhar and Varanasi. On January 20, 2006 we were the only successful
bidder for the license for the city of Patna. On January 27, 2006, we were among the successful bidders for licenses for the
nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate
amount of Rs. 250.70 million, which is the aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF,
in an aggregate amount of Rs. 125.35 million, with respect to these nine cities and also provided performance bank
guarantees for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are
required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006. We also intend to
participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February 3, 2006. Until
the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain
Indian newspapers informing them about material developments regarding our participation in the Phase II bidding process.
We are yet to enter into grant of permission agreements for these nineteen cities.
We have a track record of developing creative and innovative content or programming formats, which has helped expand
and retain our audience and advertisers. We have access to the film industry and are able to develop unique programmes
and shows around them.
Our FM radio stations are located in diverse regions in India and we have been successful in attracting local listeners in each

32

of these markets. Our superior understanding of audience preferences enables us to provide content that is customized to
their taste, language and culture.

We have attracted 773 advertisers in the four metropolitan cities during the period from October 1, 2004 to September 30,
2005 which is the highest among all private FM radio broadcasters. Our sales team has established strong relationships
with advertisers and advertising agencies. In our event management business, we manage events and promotions across
the country. In fiscal 2005, we have managed several events, including several large format events such as the Filmfare
Awards, the Femina Miss India pageant and the International Film Festival of India 2004.
In our out-of-home media business, we are the marketing agent for advertising space on bus queue shelters in two of the
three zones of Mumbai, being the Western suburbs and South Mumbai, which are managed by BCCL. We are also the
marketing agent for advertising space in six metro stations located around central Delhi that has been recently licensed by
Delhi Metro Railway Corporation to TIML.
Our Promoter, BCCL, is the flagship company of the Times Group, which has a heritage of over 150 years and is one of
Indias leading media groups.

For detailed discussion on the above factors, see Industry on page 43 of this Prospectus and Our Business on page 55 of this
Prospectus.

QUANTITATIVE FACTORS
The information about us that has been presented in this section is derived from our restated unconsolidated financial statements
prepared in accordance with Indian GAAP.
Some of the quantitative factors, which may form the basis for computing the Issue Price, are as follows:
1.

Annualised Earning Per Share (EPS)

Year

EPS (Rs.)*

Weight

Fiscal 2003

-26.78

Fiscal 2004

-8.64

Fiscal 2005

-5.28

6.52

Six months ended September 30, 2005

Weighted Average
*

2.

-3.38

Earning per share represents basic earnings per share calculated as Adjusted Net Profit after Tax (PAT) divided by weighted average of
Equity Shares outstanding during the fiscal year/ period and has been adjusted for Capital Reduction for all the periods mentioned above.

Price/Earning (P/E) ratio in relation to Issue Price of Rs. 162

a.

Based on fiscal 2005 EPS of Rs. -5.28. Not Meaningful since 2005 EPS was negative

b.

P/E for Industry

Our financial information relates to our radio broadcasting operations and as there are no other listed companies in the
Indian radio broadcasting industry, information about our peers is not available. Therefore, we have not provided any
peer information.

3.

Annualized Return on Net Worth (RoNW)

Year

RoNW (%)**

Weight

Fiscal 2003

-49.68%

Fiscal 2004

-56.79%

Fiscal 2005

-53.11%

24.69%

Six months ended September 30, 2005

Weighted Average
**

-22.38%

Return on Net Worth is arrived at by dividing PAT by total shareholders funds (Net Worth) at the end of the fiscal year/ period and has been
adjusted for Capital Reduction for all the periods mentioned above.

33

4.

Minimum return on increased Net Worth required to maintain pre-Issue EPS of Rs. -5.28. Not Meaningful since per-issue
EPS was negative

5.

Net Asset Value per share (NAV)

NAV (Rs.) ***
As at September 30, 2005

13.19

After the Issue

- Assuming that Green Shoe Option will be exercised

54.84

- Assuming that Green Shoe Option will not be exercised

52.07

Issue Price

162

*** Net Asset Value per share, computed as per net equity method, is arrived at as Equity net worth at the end of the fiscal year/ period and
divided by the number of equity shares at the end of the fiscal.

6.

Comparison with industry peers

Our financial information relates to our radio broadcasting operations and as there are no other listed companies in the
Indian radio broadcasting industry, information about our peers is not available. Therefore, we have not provided any peer
information.

34

STATEMENT OF TAX BENEFITS

Statement of possible tax benefits available to Entertainment Network (India) Limited and to its
Shareholders
Under the existing provisions of the Income Tax Act, 1961 (the Act) and other laws as applicable for the time being in force, the
following tax benefits and deductions are and will, inter alia be available to Entertainment Network (India) Limited and its
shareholders.
1.

Benefits available to the Company

Under Direct Taxes

Under the Income Tax Act, 1961
1.1. Computation of Capital gains
1.1.1.

Capital assets may be categorized into short term capital assets and long term capital assets based on the period
of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI or
specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess of
36 months. Shares held in a company, any other listed securities, units of UTI and specified Mutual Fund units are
considered as long term capital assets if these are held for a period exceeding 12 months. Consequently, capital
gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified Mutual
Fund units held for more than 12 months are considered as long term capital gains.

1.1.2.

Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost
of acquisition/ improvement and expenses incurred in connection with the transfer of a capital asset, from the sale
consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a
benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition/
improvement, which adjusts the cost of acquisition/ improvement by a cost inflation index as prescribed from
time to time.

1.1.3.

In accordance with and subject to the conditions and to the extent specified in Section 112(1)(b) of the Act, tax on
long term capital gains as computed above that are not exempt under section 10 (38) of the Act, arising on sale of
listed securities or units will be, at the option of the concerned shareholder, 10% of capital gains (computed
without indexation benefits) or 20% of capital gains (computed with indexation benefits) as increased, by a
surcharge at an appropriate rate on the tax so computed in either case.

1.1.4.

As per section 111A of the Income Tax Act, 1961, that the short term capital gains on sale of shares where the
transaction of sale is entered into on a recognized stock exchange in India, on or after the date on which Chapter
VII of the Finance (No.2), Act, 2004 comes into force shall be subject to tax at a rate of 10 per cent (plus applicable
surcharge and Education cess)

1.2. Exemption of capital gain from income tax:

1.2.1.

As per the provisions of section 10(38) of the Income Tax Act, 1961, long term capital gain on sale of shares where
the transaction of sale is entered into on a recognized stock exchange of India shall be exempt from tax.

1.2.2.

In accordance with and subject to, the conditions and to the extent specified in Section 54EC of the Act, the
shareholders (in case the capital gain is not exempt u/s 10(38) of the Income Tax Act, 1961) would be entitled to
exemption from tax on gains arising on transfer of their shares in the Company if such capital gain is invested in
any of the long term specified assets in the manner prescribed in the said section. Where the long-term specified
asset is transferred or converted into money at any time within a period of three years from the date of its
acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital
gains in the year in which the long-term specified asset is transferred or converted into money.

1.2.3.

In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the
shareholders (in case the capital gain is not exempt u/s 10(38) of the Income Tax Act, 1961) would be entitled to
exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent

35

such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the
manner prescribed in the said section.
Eligible issue of share capital has been defined as an issue of equity shares which, satisfies the following
conditions:

the issue is made by a public company formed and registered in India; and

the shares forming part of the issue are offered for subscription to the public.

Where the shares are sold or otherwise transferred within a period one year from the date of their acquisition, the
amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year the
shares are sold or otherwise transferred.
Under Indirect Taxes
Under the Service Tax & Central Excise
No special tax benefit is available to the company.
2.

Benefits available to Resident Shareholders

Under Direct Taxes

Under the Income Tax Act, 1961
2.1. Dividends exempt under section 10(34):- Under Section 10(34) of the Act, dividend (whether interim or final) declared,
distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax in the hands of the shareholders
of the Company.
2.2. Computation of Capital Gains
2.2.1.

Capital assets may be categorized into short term capital assets and long term capital assets based on the period
of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI or
specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess of
36 months. Shares held in a company, any other listed securities, units of UTI a specified Mutual Fund units are
considered as long term capital assets if these are held for a period exceeding 12 months. Consequently, capital
gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified Mutual
Fund units held for more than 12 months are considered as long term capital gains.

2.2.2.

Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost
of acquisition/ improvement and expenses incurred in connection with the transfer of a capital asset from the sale
consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a
benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition/
improvement, which adjusts the cost of acquisition/ improvement by a cost inflation index as prescribed from
time to time.

2.2.3.

As per the provisions of Section 112 of the Act, long term gains as computed above that are not exempt under the
section 10(38) of the Act would be subject to tax at a rate of 20%(plus applicable surcharge). The Finance (No.2)
Bill, 2004 has levied an additional surcharge (Education Cess) at the rate of 2% of such tax and surcharge.
However, as per the provision to Section 112(1), if the tax on long term capital gains resulting on transfer of listed
securities or units, calculated at the rate of 20% with indexation benefits, such gains are chargeable to tax at a
concessional rate of 10 percent (plus applicable surcharge and the Educational Cess) as per the Finance (No.2) Bill,
2004.

2.2.4.

As per section 111A of the Income Tax Act, 1961, that the short term capital gains on sale of shares where the
transaction of sale is entered into on a recognized stock exchange in India, on or after the date on which Chapter
VII of the Finance (No..2) Act, 2004 comes into force shall be subject to tax at a rate of 10 percent (plus applicable
surcharge and Education cess).

36

2.3. Exemption of Capital Gain from income tax:

2.3.1.

As per provisions of section 10(38) of the Income Tax Act, 1961 the long term capital gain on sale of shares where
the transaction of sale is entered into on an recognized stock exchange in India, shall be exempt from tax.

2.3.2.

In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act, the
shareholders (in case the capital gain is not exempt u/s 10(38) of the Income Tax Act, 1961) would be entitled to
exemption from tax on gains arising on transfer of their shares in the Company if such capital gain is invested in
any of the long term specified assets in the manner prescribed in the said section. Where the long-term specified
asset is transferred or converted into money at any time within a period of three years from the date of its
acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital
gains in the year in which the long-term specified asset is transferred or converted into money.

2.3.3.

In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the
shareholders (in case the capital gain is not exempt u/s 10(38) of the Income Tax Act, 1961) would be entitled to
exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent
such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the
manner prescribed in the said section.
Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions:

the issue is made by a public company formed and registered in India; and

the shares forming part of the issue are offered for subscription to the public.

Where the shares are sold or otherwise transferred within a period of one year from the date of their acquisition,
the amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year
the shares are sold or otherwise transferred.
2.3.4.

In case of a shareholder being an individual or a Hindu Undivided Family, in accordance with and subject to the
conditions and to the extent specified in Section 54F of the Act, the shareholder (in case the capital gain is not
exempt u/s 10 (38) of the Income Tax Act, 1961) would be entitled to exemption from long term capital gains on
the sale of shares in the Company upon investment of net consideration in purchase / construction of a residential
house. If part of net consideration is invested within the prescribed period in a residential house, then such gains
would not be chargeable to tax on a proportionate basis. Further, if the residential house in which the investment
has been made is transferred within a period of three years from the date of its purchase or construction, the
amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year
in which such residential house is transferred.

2.4. In accordance with the provisions of Section 10(32) of the Act, any income of minor children clubbed with the total income
of the parent under Section 64(1A) of the Act will be exempt from tax to the extent of Rs. 1500 per minor child per year.
3.

Benefits available to Non-Resident Indian Shareholders

3.1. Dividends exempt under section 10(34):- Under Section 10(34) of the Act, dividend (whether interim or final) declared,
distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax.
3.2. Computation of Capital gains
3.2.1.

Capital assets may be categorized into short term capital assets and long term capital assets based on the period
of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI or
specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess of
36 months. Shares held in a company, any other listed securities, units of UTI and specified Mutual Fund units are
considered as long term capital assets if these are held for a period exceeding 12 months. Consequently, capital
gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified Mutual
Fund units held for more than 12 months are considered as long term capital gains.

3.2.2.

Section 48 of the Act which prescribes the mode of computation of capital gains, provides for deduction cost of
acquisition/ improvement and expenses incurred in connection with the transfer of a capital asset from the sale
consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a

37

benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition /
improvement which adjusts the cost of acquisition / improvement by a cost inflation index as prescribed from
time to time.
3.2.3.

In accordance with and subject to the conditions and to the extent specified in Section 112(1) (b) of the Act, tax on
long term capital gains that are not exempt under section 10 (38) of the Act, arising on sale of listed securities or
units will be, at the option of the concerned shareholder, 10% of capital gains (computed without indexation
benefits) or 20% of capital gains (computed with indexation benefits) as increased by a surcharge at an appropriate
rate on the tax so computed in either case.

3.2.4.

As per section 111A of the Income Tax Act, 1961, that the short term capital gains on sale of shares where the
transaction of sale is entered into on a recognized stock exchange in India, on or after the date on which Chapter
VII of the Finance (No.2) Act, 2004 comes into force shall be subject to tax at a rate of 10 percent (plus applicable
surcharge and Education cess).

3.2.5.

Options available under the Act

Option of taxation under Chapter XII-A of the Act:
Non-Resident Indians (as defined in Section 115C (e) of the Act), being shareholders of an Indian Company, have
the option of being governed by the provisions of Chapter XII-A of the Act, which inter alia entitles them to the
following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed to in
convertible foreign exchange:
3.2.5.1. In accordance with and subject to the conditions and to the extent specified in Section 115D read with
Section 115E of the Act, long term capital gains arising on transfer of an Indian companys shares, will be
subject to tax at the rate of 10% as increased by a surcharge at an appropriate rate on the tax so computed
without any indexation benefit.
3.2.5.2. In case of a shareholder being a non-resident Indian, and subscribing to the shares in convertible foreign
exchange in accordance with and subject to the conditions and to the extent specified in Section 115F
the Act, the non-resident Indian shareholder would be entitled to exemption from long term capital gains
on the transfer of shares in the Company upon investment of net consideration in modes as specified in
sub-section (1) of Section 115F. If part of such net consideration is invested within the prescribed period
of six months in any specified asset or savings certificates referred to in section 10(4B) of the Act then
such gains would not be chargeable to tax on a proportionate basis. For this purpose, net consideration
means full value of the consideration received or accruing as a result of the transfer of the capital asset as
reduced by any expenditure incurred wholly and exclusively in connection with such transfer.
Further, if the specified asset or savings certificate in which the investment has been made is transferred
within a period of three years from the date of investment, the amount of capital gains tax exempted
earlier would become chargeable to tax as long term capital gains in the year in which such specified
asset or saving certificate are transferred.
3.2.5.3. In accordance with the provisions of Section 115G of the Act, Non Resident Indians are not obliged to file
a return of income under Section 139(1) of the Act, if their only source of income is income from
investment or long term capital gains earned on transfer of such investments or both, provided tax has
been deducted at source from such income as per the provisions of Chapter XVII-B of the Act.
3.2.5.4. In accordance with the provisions of Section 115H of the Act, when a Non Resident Indian become
assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer along
with his return of income for that year under Section 139 of the Act to the effect that the provisions of
Chapter XII-A shall continue to apply to him in relation to such investment income derived from the
specified asset for that year and subsequent assessment years until such assets are converted into
money.
3.2.5.5. As per the provisions of section 115I of the Act, a Non Resident Indian may elect not to be governed by
the provisions of Chapter XII-A for any assessment year by furnishing his return of income for that year
under Section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him
38

for that assessment year and accordingly his total income for that assessment year will be computed in
accordance with the other provisions of the Act.
3.2.6.

Exemption of capital gain from income tax:

3.2.6.1. As per provisions of section 10(38) of the Income Tax Act, 1961, long-term capital gains on sale of shares
where the transaction of sale is entered into on recognized stock exchange in India shall be exempt from
tax.
3.2.6.2. In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act,
the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income Tax Act, 1961) would
be entitled to exemption from tax on gains arising on transfer of their shares in the Company if such
capital gain is invested in any of the long term specified assets in the manner prescribed in the said
section. Where the long-term specified asset is transferred or converted into money at any time within
a period of three years from the date of its acquisition, the amount of capital gains exempted earlier
would become chargeable to tax as long term capital gains in the year in which the long-term specified
asset is transferred or converted into money.
3.2.6.3. In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act,
the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act, 1961) would be
entitled to exemption from long term capital gain tax on transfer of their assets being listed securities or
units to the extent such capital gain is invested in acquiring equity shares forming part of an eligible issue
of share capital in the manner prescribed in the said section.
Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following
conditions:

the issue is made by a public company formed and registered in India; and

the shares forming part of the issue are offered for subscription to the public.

Where the shares are sold or otherwise transferred within a period one year from the date of their
acquisition, the amount of capital gain exempted earlier would become chargeable to tax as long term
capital gain in the year the shares are sold or otherwise transferred.
3.2.6.4. In case of a shareholder being an individual or a Hindu Undivided Family, in accordance with and subject
to the conditions and to the extent specified in Section 54F of the Act, the shareholder (in case the capital
gain is not exempt u/s 10 (38) of the Income Tax Act, 1961) would be entitled to exemption from long
term capital gain on the sale of shares in the Company upon investment of net consideration in purchase/
construction of a residential house. If part of net consideration is invested within the prescribed period in
a residential house, then such gains would not be chargeable to tax on a proportionate basis. Further, if
the residential house in which the investment has been made is transferred within a period of three years
from the date of its purchase or construction, the amount of capital gains tax exempted earlier would
become chargeable to tax as long term capital gain in the year in which such residential house is transferred.
Provisions of the Act vis--vis provisions of the tax treaty
As per the provisions of Section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty
to the extent they are more beneficial to the Non Resident.
4.

Benefits available to other Non-residents

4.1. Dividends exempt under section 10(34):- Under Section 10(34) of the Act dividend (whether interim or final) declared,
distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax.
4.2. Computation of Capital gains
4.2.1

Capital assets may be categorized into short term capital assets and long term capital assets based on the
period of holding. All capital assets (except shares held in a company or any other listed securities or units of UTI
or specified Mutual Fund units) are considered to be long term capital assets if they are held for a period in excess

39

of 36 months. Shares held in a company, any other listed securities, units of UTI and specified Mutual Fund units
are considered as long term capital assets if these are held for a period exceeding 12 months. Consequently,
capital gains arising on sale of shares held in a company or any other listed securities or units of UTI or specified
Mutual Fund units held for more than 12 months are considered as long term capital gains.
4.2.2.

Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost
of acquisition/ improvement and expenses incurred in connection with the transfer of a capital asset from the sale
consideration to arrive at the amount of capital gains. However, in respect of long term capital gains, it offers a
benefit by permitting substitution of cost of acquisition/ improvement with the indexed cost of acquisition/
improvement, which adjusts the cost of acquisition/ improvement by a cost inflation index as prescribed from
time to time.

4.2.3.

In accordance with and subject to the conditions and to the extent specified in Section 112(1)(b) of the Act, tax on
long term capital gains arising on sale of listed securities or units will be, at the option of the concerned shareholder,
10% of capital gains (computed without indexation benefits) or 20% of capital gains (computed with indexation
benefits) as increased by a surcharge at an appropriate rate on the tax so computed in either case.

4.2.4.

As per section 111A of the Income Tax Act, 1961, that the short term capital gains on sale of shares where the
transaction of sale is entered into on a recognized stock exchange in India, on or after the date on which Chapter
VII of the Finance (No.2) Act, 2004 comes into force shall be subject to tax at a rate of 10 per cent (plus applicable
surcharge and Education Cess).

4.2.5.

Exemption of capital gain from income tax:

4.2.5.1. As per provisions of section 10(38) of the Income Tax Act, 1961, long-term capital gains on sale of shares
where the transaction of sale is entered into on recognized stock exchange in India shall be exempt from
tax.
4.2.5.2. In accordance with and subject to the conditions and to the extent specified in Section 54EC of the Act,
the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income Tax Act, 1961) would
be entitled to exemption from tax on gains arising on transfer of their shares in the Company if such
capital gain is invested in any of the long term specified assets in the manner prescribed in the said
section. Where the long-term specified asset is transferred or converted into money at any time within
a period of three years from the date of its acquisition, the amount of capital gains exempted earlier
would become chargeable to tax as long term capital gains in the year in which the long-term specified
asset is transferred or converted into money.
4.2.5.3. In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act,
the shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income tax Act, 1961) would be
entitled to exemption from long term capital gain tax on transfer of their assets being listed securities or
units to the extent such capital gain is invested in acquiring equity shares forming part of an eligible issue
of share capital in the manner prescribed in the said section.
Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following
conditions:

the issue is made by a public company formed and registered in India; and

the shares forming part of the issue are offered for subscription to the public.

Where the shares are sold or otherwise transferred within a period of one year from the date of their
acquisition, the amount of capital gain exempted earlier would become chargeable to tax as long term
capital gain in the year the shares are sold or otherwise transferred.
4.2.5.4. In case of a shareholder being an individual or a Hindu Undivided Family, in accordance with and subject
to the conditions and to the extent specified in Section 54F of the Act, the shareholder (in case the capital
gain is not exempt u/s 10 (38) of the Income Tax Act, 1961) would be entitled to exemption from long
term capital gain on the sale of shares in the Company upon investment of net consideration in purchase/
construction of a residential house. If part of net consideration is invested within the prescribed period in
40

a residential house, then such gains would not be chargeable to tax on a proportionate basis. Further, if
the residential house in which the investment has been made is transferred within a period of three years
from the date of its purchase or construction, the amount of capital gains tax exempted earlier would
become chargeable to tax as long term capital gain in the year in which such residential house is transferred.
4.3. Provisions of the Act vis-a-vis provisions of the tax treaty
As per the provisions of Section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax
treaty to the extent they are more beneficial to the Non Resident.
5.

Benefits available to Foreign Institutional lnvestors (FII)

5.1. Dividends exempt under section 10(34):- Under Section 10(34) of the Act, dividend (whether interim or final) declared,
distributed or paid by the Company on or after April 01, 2003 is completely exempt from tax.
5.2. In case of a shareholder being a Foreign Institutional Investor (FII), in accordance with and subject to the conditions and to
the extent specified in Section 115AD of the Act, tax on long term capital gain (in case the capital gain is not exempt u/s 10
(38) of the Income Tax Act, 1961) will be 10% and on short term capital gain (in case the short term capital gain is not
covered u/s 111A of the Income Tax Act, 1961) will be 30% as increased by a surcharge at an appropriate rate on the tax
so computed in either case. The Finance (No.2) Bill, 2004 has levied Education Cess at the rate of 2% of such tax and
surcharge. It is to be noted that the benefits of indexation and foreign currency fluctuation protection as provided by
Section 48 of the Act are not available to a FII.
5.2.1

As per section 111A of the Income Tax Act, 1961, that the short term capital gains on sale of shares where the
transaction of sale is entered into on a recognized stock exchange in India, shall be subject to tax at a rate of 10 per
cent (plus applicable surcharge and Education cess).

5.3. Exemption of capital gain from income tax:

5.3.1

As per provisions of section 10(38) of the Income Tax Act, 1961, long-term capital gains on sale of shares where
the transaction of sale is entered into on recognized stock exchange in India shall be exempt from tax.

5.3.2

In accordance with and subject to the conditions and to the extent specified in Section 54ED of the Act, the
shareholders (in case the capital gain is not exempt u/s 10 (38) of the Income Tax Act, 1961) would be entitled to
exemption from long term capital gain tax on transfer of their assets being listed securities or units to the extent
such capital gain is invested in acquiring equity shares forming part of an eligible issue of share capital in the
manner prescribed in the said section.
Eligible issue of share capital has been defined as an issue of equity shares which satisfies the following conditions:

the issue is made by a public company formed and registered in India; and

the shares forming part of the issue are offered for subscription to the public.

Where the shares are sold or otherwise transferred within a period of one year from the date of their acquisition,
the amount of capital gain exempted earlier would become chargeable to tax as long term capital gain in the year
the shares are sold or otherwise transferred.
5.4. As per the provisions of Section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax
treaty to the extent they are more beneficial to the Non Resident.
6.

Benefits available to Mutual Funds

In case of a shareholder being a Mutual fund, as per the provisions of Section 10(23D) of the Act, any income of Mutual
funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made thereunder, Mutual
Funds set up by public sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of
India would be exempt from Income Tax, subject to the conditions as the Central Government may by notification in the
Official Gazette specify in this behalf.

7.

Benefits available to Venture Capital Companies / Funds

In case of a shareholder being a Venture Capital Company / Fund as per the provisions of Section 10(23FB) of the Act and
income of Venture Capital Companies / Funds registered with the Securities and Exchange Board of India would be exempt
41

from Income Tax subject to the conditions specified.

8.

Benefits available under the Wealth Tax Act, 1957

As per the prevailing provisions of the above Act, no Wealth Tax shall be levied on value of shares of the Company.

9.

Benefits available under the Gift Tax Act, 1958

Gift tax is not leviable in respect of any gifts made on or after October 01,1998. Therefore, any gift of shares will not attract
gift tax.

Note:
1.

The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner only and is not
a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of ordinary shares.
The statements made above are based on the tax laws in force as also under the Finance (No.2) Bill, 2004 and as interpreted
by relevant taxation authorities as of date. Investors are advised to consult their tax advisors with respect to the tax
consequences of their holdings based on their residential status and the relevant double taxation conventions.

2.

All the above benefits are as per the current tax laws as amended by the Finance Act, 2004.

3.

All the above benefits are as per the current tax law and will be available only to the sole/first named holder in case the
shares are held by joint holders.

4.

In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any
benefits available under the double taxation avoidance agreements, if any, between India and the country in which the nonresident has fiscal domicile.

5.

In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with
respect to specific tax consequences of his/her participation in the scheme.

42

SECTION IV : ABOUT US
INDUSTRY
India has been among the fastest growing economies in the world, with a nominal GDP CAGR of 9.94% over the last 10 years
(1995-2005). The nominal GDP for fiscal 2005 was Rs. 30,636 billion. According to CSO estimates, nominal GDP growth for
fiscal 2006 is estimated at 10.9%. There is a correlation between the economic growth rates of a country i.e. the nominal GDP
growth rate, and growth rates of the advertising industry.
Indian Advertising Industry
The Indian advertising spends, as a percentage of GDP, is 0.34%, which lags behind other developed and developing countries.

Note: All figures are for the calendar year ending 2004.
Source: Advertising Expenditure Forecasts, October 2004 by ZenithOptimedia.

During fiscal 2005, the gross advertising spend in India is estimated at Rs. 111 billion, and is expected to grow at 14.2% to reach
Rs. 127 billion by fiscal 2006.

Source: Central Statistical Organization, India, Advertising Expenditure Forecasts, October 2004 by ZenithOptimedia

43

The key factors which have contributed to growth of the Indian advertising industry include:

Rapid economic growth of the country on the back of economic liberalization and deregulation;

Increase in consumer prosperity;

Entry of global consumer companies with large advertising budgets;

Higher degree of competitive intensity among consumer companies; and

Growth in media vehicles leading to increase in media penetration.

Segmentation of Advertising Spends

The five key industry segments comprise print, television, radio, cinema, and outdoor. These different segments within the
industry are at varying stages of growth and corporatization.
Media Spends as % of Total Ad Spend
Print

TV

Radio

Cinema

Outdoor

Internet

2000

49.0%

39.3%

2.5%

0.5%

8.4%

0.3%

2001

48.4%

40.6%

2.7%

0.4%

7.5%

0.4%

2002

47.2%

41.9%

2.9%

0.7%

7.0%

0.4%

2003

46.6%

43.0%

2.9%

0.7%

6.5%

0.4%

2004

46.3%

43.7%

2.9%

0.6%

6.0%

0.3%

Source: Advertising Expenditure Forecasts, October 2004 by ZenithOptimedia

The Indian television industry has grown rapidly, especially since 1991, which saw the beginning of satellite broadcasting in
India. This growth was also aided by the economic liberalization program of the Government. The growth of the satellite
television audience saw proliferation of a number of satellite television channels offering more choices to media buyers and
consumers of entertainment. Thus, the television broadcasting business, which started off as a single government controlled
television channel, now has over 300 channels covering the Indian footprint, resulting in growing ad spends on this medium.
Reforms and proliferation of private players were the key reasons for this rapid growth of the share of television in the
advertising industry.
Similarly, sectoral reforms and increased number of players could drive market expansion for emerging media segments
including radio, outdoor, cinema and internet.

Indian Radio Industry

Brief History of Radio Broadcasting in India
1935

Radio broadcast begins with AIR.

1977

First FM service in Madras.

1993

AIR sells time slots for private FM radio broadcasting in five cities.

1999

Privatization of FM Phase I Policy.

2001

Licenses given to private radio broadcasters.

2005

Announcement of Phase II Policy of privatization of FM.

Privatization of FM Radio in India

Internationally, FM radio broadcasting is the preferred mode of radio transmission due to its high quality stereophonic sound.

44

In March 2000, the Government invited private sector into FM radio broadcasting by opening up the frequencies in the FM band
(87.5-108 MHz). In this Phase I Policy of FM radio privatization, private operators were invited to bid for a 10-year license to setup and operate FM radio stations. The original plan was to set-up 108 FM radio frequencies across 40 cities. 101 bids were
received, aggregating to a license fee of approximately Rs.4.25 billion. [Source: FICCI Ernst & Young Report, 2004]. The
unusually high license fee structure and year-on-year annual escalations of 15% hampered the FM radio growth.
The Governments Tenth Plan stipulates that private operations are to be encouraged to provide FM radio services in metros
and small cities. They recently announced Phase II of the privatization of FM radio, which is an initiative in line with the roadmap
laid out in the Tenth Plan. A total of 338 channels in 91 cities across the country would be made available for bidding by Indian
private companies.
Highlights of Phase II Policy
Players / Stations

Total of 91 cities,

Maximum of 338 channels (excluding channels under Phase I Policy)

Channels categorized into 5 categories, on the basis of population of each city

o

A+ - 4 cities, 22 channels, metro cities;

A 9 cities, 42 channels, population above 2 million;

B 17 cities, 57 channels, population above 1 million and up to 2 million;

C 48 cities, 170 channels, population above 0.3 million and up to 1 million; and

D 13 cities, 47 channels, population above 0.1 million and up to 0.3 million.

License

License Fee
o

Annual License Fee 4% of Gross Revenues or 10% of Reserve OTEF (One Time Entry Fee), whichever is higher;

Reserve OTEF 25% of highest valid bid for that city;

50% of bid amount to be submitted with the bid along with a performance bank guarantee for 50% of the bid amount;

For successful bidders - 50% of bid to be deposited within 7 days of being declared a successful bidder; and

Failure to deposit the balance 50% of bid amount within 7 days results in blacklisting.

Validity of Licenses:
o

10 years from date of operationalisation / 12 months from date of grant of permission, whichever is earlier.

Bidding and Licensing Dates

Pre-qualification (Stage I) initially November 7, 2005, subsequently revised to November 11, 2005.
After-Qualification (Stage II) - Bidding and the announcement of results will take place on the following dates:

A+ & A Category Cities (13)

January 6, 2006

Cities in the North (excluding A+ & A)

January 13, 2006

Cities in the East (excluding A+ & A)

January 20, 2006

Cities in the West (excluding A+ & A)

January 27, 2006

Cities in the South (excluding A+ & A)

February 3, 2006

Results to be announced on the same dates as the bidding dates.

Certain Restrictions

No multiple permissions in a city - every applicant will be allowed only 1 channel per city;
45

No single player can operate more than 15% of the total operational stations;

Total foreign investment is permitted to the extent of not more than 20% of paid up equity capital, subject to:
o

One individual or company owns more than 50% of paid up equity;

Majority shareholder exercises management control;

Only resident Indian directors on the board of directors; and

All key executives are resident Indians.

No news and current affairs programs are permitted under the Phase II Policy.

Penalty for non-operationalisation: Licenses will be revoked if:

o

The channel is not operationalised within 18 months of the date of signing the grant of permission agreement; The
permission holder shall also be debarred from allotment of another channel for 5 years; and

The channel is closed down for more than six months.

Migration of Licenses of Phase I Policy to Phase II Policy

Under the Phase II Policy issued on July 13, 2005:

existing licensees under the Phase I Policy, who have operationalised their channels and are not in default, would be given
the initial option to automatically migrate to Phase II Policy by a prescribed date, which has not been notified to us as yet;

Cut-off date for automatic migration to Phase II Policy shall be taken as April 1, 2005;

OTEF for automatic migration shall be the average of all successful bids received under Phase II in that city; and

On exercising its option to automatically migrate to Phase II, and payment of the OTEF within the prescribed period, each
eligible operationalised license holder of Phase I shall be issued a fresh permission with the same terms and conditions as
for successful bidders of Phase II.

Current Status
The Stage I of the bidding process has been concluded on November 11, 2005. The After-Qualification (Stage II) for A+ and A
category cities has been completed on January 6, 2006. Bidding was also conducted on January 13, 2006, January 20, 2006,
and January 27, 2006
Industry Size
The radio industry revenues for fiscal 2005 are estimated at Rs. 3.22 billion, and are expected to grow by 14.3% to Rs. 3.68
billion by fiscal 2006. (Source: Central Statistical Organisation, Advertising Expenditure Forecast, October 2004,
ZenithOptimedia.). The state broadcaster All India Radio (AIR) - contributed 55% of the industry revenues in 2004, which
has decreased from 100% in 2001. (Source: Indian Entertainment Industry- An Unfolding Opportunity, FICCI-PWC Report,
March 2005.)

Source: Advertising Expenditure Forecasts, October 2004 by ZenithOptimedia

46

The share of Indian radio in the overall advertising pie at ~3% is much lower than various developed and developing economies
worldwide.

Source: Advertising Expenditure Forecasts, October 2004 by ZenithOptimedia

Globally, the share of radio in the advertising pie is around 5% in countries where the medium is still in a growth phase and
around 10-12% of the advertising pie when the medium reaches a mature phase.

Key Players
Player (Brand Name)

No. of stations

Cities of operations

Radio Mirchi

Delhi, Mumbai, Chennai, Kolkata, Indore, Ahmedabad, Pune

Radio City

Mumbai, Delhi, Bangalore, Lucknow

Suryan FM

Chennai, Coimbatore, Tirunelvelli

Red FM

Mumbai, Delhi, Kolkata

Go FM

Mumbai

Visakha

Visakhapatnam

Aamar FM

Kolkata

Power FM

Kolkata

Source: TRAI data

Key Characteristics
Cost Effective Medium to Advertiser
Radio offers reach, frequency, impact and economical advertising solutions for advertisers. Radio advertising rates are low on
cost-per-thousand basis as compared to other media.
Excellent Complementary Medium
Radio forms an excellent complementary medium to television and print. It can extend the reach of a campaign, focus the
delivery, and enhance or reinforce a message.

47

Interactive Medium
Radio speaks to its audience in a highly personal manner. Listeners build a relationship with their local radio personalities a rich
resource into which the community can tap.
Low Content Costs
Unlike television, radio does not require any commissioned original content. Most of the content on radio is live. The biggest
content - music requires a royalty which is payable to the relevant societies viz. Phonographic Performance Limited (PPL) and
Indian Performing Rights Society (IPRS) and certain music companies.
Prime Time differs from Television
The prime time for radio listenership differs from prime time television viewing. Radio listenership peaks in the morning,
afternoon and late night time slots, while Television viewership reaches its peak during the night slot.
Delivers Relevant Audience
Listenership of radio as indicated by the Indian Listenership Track (ILT) survey is the highest as a percentage among the younger
audiences (15-29) and the SEC A audiences. The research indicates that almost 70% of SEC A audiences listens to radio
everyday. This is the audience most sought by advertisers.
Listenership Data by SECs (In Thousands, Number of Listeners)

DELHI

MUMBAI
Source: MRUC Indian Listenership Track, 2004-2005.

Low Cost of Advertisement Production

Compared to television commercials, radio commercials are very economical to make. Because of this, advertisers can make
multiple creatives to suit different cities, different day-parts and different brand objectives.

Growth Drivers
Network Expansion
After implementation of Phase II Policy of FM radio privatization, private sector FM radio is likely to be available in many more
cities and will enable advertisers to reach out to a larger consumer base, using radio as a medium. This could result in radio
getting a larger share of the advertising spends.

48

Availability of Listenership Data

As radio expands, the availability of organized research providing segmented data on audience listenership is likely to increase
advertisers comfort with the medium.
Rationalization of License Fees
The shift from a fixed license fee to the revenue share model in Phase II Policy of private FM broadcasting is expected to result
in more viable radio business models and thus drive growth for the FM radio broadcasting industry.
Local Advertising
Globally, the local retail segment constitutes a large part of radios advertising income. As per the CII-KPMG report, while local
advertising contributes 70% of radio revenues in the United States of America, in India, the share of local advertising is only
about 8% of radio revenues. Ideally, a localized medium like radio can be effectively used for local-level promotions and regionspecific advertising campaigns, apart from being bundled as part of cross-media promotion strategies. This would make the
medium more attractive for a large number of local advertisers, rather than being dependent on a concentrated set of national
advertisers.

Other Opportunities
New opportunities in the radio business may arise from technological changes and other regulatory changes.
Satellite Radio / Digital Audio Broadcast (DAB)
Satellite radio is a radio service that provides radio signals directly from satellites. DAB provides digital radio through a terrestrial
broadcast format. Satellite radio subscribers are also able to receive upto 100 radio channels featuring high quality music, news,
weather, sports, and talk radio. Currently, World Space India Private Limited is the only player of Satellite radio in India, providing
about 40 radio channels. As Satellite radio becomes routinely available in automobiles, subscribes can grow. Satellite radio is
now tapping into equipment players also. DVD players and sound equipment manufacturers may install Satellite radio technology.
Satellite radio is primarily subscription driven and the costs of access equipment are large at present.
Internet Radio
As internet connections have become faster and software for cyberspace has become more sophisticated, audio listeners have
benefited. Free, downloadable audio players for computers have made listening to audio via the computer possible. Traditional
over-the-air radio stations have begun to take advantage of the new software, as well as the internets ability to deliver graphics,
data and video at the same time, to enhance their audiences listening experience. The internet has also extended the reach of
radio stations beyond their own markets, which was determined by the strength of their broadcast signals, to the entire world.
New Opportunities through Regulatory Changes
These could include privatization of AM, expansion of FM beyond the 338 stations envisaged in Phase II Policy, multiple
frequencies for same player in one city as well as opportunities in International markets.

49

Indian Out-of-Home Media Industry

OOH Media broadly describes a variety of advertising vehicles, which reach consumers where they shop and travel. These
include:

Billboards / Hoardings

Street Furniture - Bus queue shelters, phone kiosks and newsstands.

Transit/Airport/Malls - Buses (sides and fully-wrapped), trains, station platforms, commuter rail cards, underground,
airports, malls, trucks, taxi tops.
Spectaculars and Walls - Large displays draped or hung on sides of buildings, murals, animatronics displays.

Industry Size
Today, the Out-of-Home (OOH) market is estimated to be at Rs. 6.0 7.0 billion and it accounts for approximately 6.0% of the
total ad spends in India. As shown below, the OOH ad spends in India compare favourably to the worldwide ad spend on OOH.

Source: The Marketing Whitebook 2005, Ogilvy Landscape

50

Key Players
The OOH industry in India is largely unorganized with very few organized players such as Times OOH, Clear Channel, Selvel,
Vantage, Pioneer, Portland and Lakshya. Currently, the Indian OOH industry is characterized by fragmentation and lack of
technology.

Key Characteristics of OOH

Creative Flexibility
The OOH medium allows for extended creativity and provides images viewable from a distance. Current imaging technology
provides displays that were not possible earlier by hand-painting, and new display techniques allow for better execution than
in other media.
Impact Medium
OOH displays are intended to get peoples attention while they drive or walk. OOH advertising is an effective way to remind the
audience of the product being advertised. This works as an impact medium for national advertisers as it reinforces the impact
of a particular brand.
Attracts Local Advertising
OOH advertising results in advertising in a focused manner to a targeted audience. Due to the localized nature of the medium,
this medium turns out to be relatively cheaper and cost-efficient for local advertisers than other broadbased regional or national
media.
Fragmented Business
The OOH market is highly fragmented, with no significant dominant players. The market is dominated by local players, each
owning / controlling very few properties. The fragmented nature of ownership makes OOH a difficult medium for advertisers to
deal with.
Concentrated in Metros and Large Towns
A successful OOH vehicle requires a minimum critical mass of targeted audience. As a result, this medium finds widespread
acceptance for large advertisers in metro cities and a few large towns. With increased incidence of advertising spends by local
advertisers, the attractiveness of OOH as a medium, in smaller towns could increase.

Key Growth Drivers

Tendered Properties
These OOH properties are mainly owned by government bodies such as railways, utilities, municipal corporations etc. These
properties are tendered for a particular period of time to private OOH players for a license fee, thus providing an additional
source of revenue to these government bodies.
Such tenders typically cover a large number of properties. As a result, large organized players have a better chance to succeed
in these tenders. For example, the BEST bus queue shelters in Mumbai and the Delhi Metro Railway Corporation OOH
properties have been awarded to large private OOH players. Apart from the above street furniture, government agencies are
also considering awarding tenders for airports and other such properties. However, in a tendered property, successful bidders
run the risk of paying a minimum guarantee, without an assurance on the revenues.
With increasing number of such properties being awarded to large organized players, the share of organized players in the OOH
market is likely to increase.
Consolidation of Ownership/Buying Interfaces
The fragmented nature of OOH provides opportunities for consolidation of properties. Since private OOH property owners, in
smaller cities, find it difficult to directly deal with large media buyers, they are unable to realize the complete revenue potential
of their properties. This could result in consolidation opportunities with larger, organized players, having presence across
51

multiple cities.
New Technologies
Apart from traditional billboards, street furniture etc, new technologies provide huge OOH opportunities. These include video
walls, LED displays, moving vinyls, mobile signages and remote access hoardings using broadband networks.

Indian Live Entertainment Industry

The live entertainment industry (also known as the events management industry) comprises a wide gamut of on-the-ground
events that include corporate events, felicitations and contests, festivals and personal events.
Sub-segment

Genre

Examples

Corporate

Product launches/ Product promotions

Training/ meets
Annual parties
Exhibitions/ trade fairs
Celebrity management

Ad Asia
Bacardi
Christian Dior
Auto Expo, Pragati Maidaan
Lakme India Fashion Week

Facilitative/ Competitive

Awards
Contests/ talent searches
Beauty pageants

Femina Miss India

FE Business Traveller Awards
Channel V Pop stars
CNBC Autocar Awards

Arts

Film
Theatre
Music
Dance

Bollywood shows
English, Hindi, Gujarati
Bengali, Marathi etc plays
Rolling Stones concert

Sports

Sporting events (individual and combined)

World Cup Cricket

Wrestling Championships
Tata Open
ATP Tour

Festivals

Government sponsored

Goa Carnival
Festival of Kerala
Kumbh Mela
Rajasthan Desert Festival

Personal

Birthday parties
Wedding parties and related functions
General parties

(Source: FICCI Ernst & Young Report, March 2004.)

While this industry in India is still evolving, Indian event managers have clearly demonstrated their capabilities in successfully
managing several mega national and international events over the past few years. However, issues like high entertainment
taxes in certain states, lack of world-class infrastructure and the unorganized nature of most event management companies,
continue to hinder growth in this segment of the industry.
Industry Size
The size of the organized live entertainment business is estimated to be about Rs. 7.0 billion in 2004 an increase of about 20%
from the previous year (Rs. 5.8 billion in 2003). It is estimated that the industry is likely to grow on a conservative basis by at
least 15% in the immediate next year and about 18% over the next five years. This growth is on account of increased marketing
budgets, and an increased focus on live entertainment, as part of the promotional spends of corporates.

52

Source: FICCI PWC Report, 2005

The organized live entertainment business has about 10-15 large players. The live entertainment business has a large unorganized
component, which comprises approximately 70% of the industry size.
The breakup of the key sub-segments within the live entertainment business is as seen below.

Source: FICCI Ernst & Young Report, 2004

As Indian companies globalize, new foreign brands enter India, and marketing managers realize the increased effectiveness of
focused brand launches and promotions, the largest sub-segment - corporate events is poised for tremendous growth.

Characteristics
Event Management integral to any marketing plan
Integration of live events into marketing plans is increasing at a rapid pace in India. Indian marketers are using a combination of
sales promotions and advertising for marketing their products. Experiential marketing (largely through live entertainment /
events) has begun to emerge as a key element of the sales promotion spends of marketers.
Lack of Adequate Infrastructure for large format events
Live entertainment requires large open spaces or large auditoriums, with capacities of over 2,000 people. Indias metros and
large cities have a scarcity of such facilities. Hospitality giants like the Taj, the Oberoi, etc. are among the key suppliers of
facilities, through their resorts, banquet halls and palaces. However, this infrastructure is still limited from the point of view of
large events.
53

High level of taxes

The live entertainment industry has been historically plagued with high entertainment taxes. Presently, different states levy
different tax rates, with most South Indian states levying lower taxes as compared to the rest of the country However, the
recent past has seen a reduction in the levels of entertainment tax across different states. Concerted efforts by the industry in
working closely with the respective state governments, could enable rationalization of the tax rates.
Multiplicity of Taxes
In addition to entertainment tax, an event management company is also required to pay service tax for services secured from
ancillary companies supporting the event. This leads to multiple taxation, which also needs to be rationalized.
Multiplicity of licenses and permissions
Licenses required for events are very state specific. For example, the State of Maharashtra requires as many as 13-18 government
and municipality permissions to hold a live event. These include permissions from the police departments (for use of
loudspeakers, traffic, etc.), customs (in the event of foreign equipment etc. being used), local municipal corporation and central
government, amongst others. This makes the task of organizing events difficult, resulting in this business not achieving its full
potential.

Key growth drivers

Ability to move up the value-chain
The event management value chain comprises the following:
Execution - Marketing - Creativity - Ownership
Most event management companies started off with expertise in executing events. Over a period of time, some event
management companies have contributed significantly to marketing events including obtaining sponsorships, promoting the
event on various media, etc. The next step for these companies is creating new event properties for their customers and
thereby, offering a complete marketing solution to their clients. Finally, event managers could become owners / part-owners of
such properties. This progression up the value-chain could result in creating a strong, profitable and sustainable event management
business.
Increased share of organized sector in live entertainment
The live entertainment business has recently seen the entry of a number of organized players from the media and advertising
agency space. Moreover, the size and scale of an event is also increasing. As a result, the organized sector is likely to capture a
larger share of the overall live entertainment business.
Creation of New Categories
The live entertainment business could benefit from creation of event properties in relatively new categories. Some of the
relatively under-explored event categories, which are experiencing or are likely to experience greater number of organized
events, are as follows:

Sports Recent large events include Mumbai Marathon, Chennai Open (tennis), the Punjab Games and the India-Pak cricket
series. Some important sports event properties in the future include the Commonwealth Games.

Festivals Some Indian festivals, which are also associated with specific destinations, are being used for creating strong
live entertainment properties. These include the Mumbai Festival, the Pushkar Fair, the Khajurao Dance Festival and the
Goa Carnival.

Reality Shows on Television Event properties are being developed around some television reality shows.

In addition creation of new properties such as property melas, industry specific events and trade fairs will also drive growth in
this segment.

Rationalization of Tax and Permissions Structures

The live entertainment business could benefit from an overall rationalization of tax structures, removal of multiplicity of tax and
simplification of the various permissions required to organize events.
54

OUR BUSINESS
Overview
We are the largest private FM radio broadcaster in India based on the number of operating stations and listeners. We operate FM
radio broadcasting stations through the brand Radio Mirchi in seven Indian cities. We are the only company with private FM
radio stations in all four metropolitan cities of Delhi, Mumbai, Chennai and Kolkata. We are also the only private FM radio
broadcaster in the cities of Ahmedabad, Indore and Pune. On January 6, 2005, we were one of the successful bidders for
licenses in the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur.
On January 13, 2006, we were one of the successful bidders for licenses for the cities of Jalandhar and Varanasi. On January 20,
2006 we were the only successful bidder for the license for the city of Patna.
On January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur,
Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the aggregate
OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35 million, with respect
to these nine cities and also provided performance bank guarantees for the remaining 50% of the OTEF. The MIB has informed
us by a letter dated January 30, 2006 that we are required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35
million, by February 6,2006.
We also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February
3, 2006.
Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain
Indian newspapers informing them about material developments regarding our participation in the Phase II bidding process
Based on the National Readership Survey - 2005 weekly listenership data, Radio Mirchi reached 36.7 million listeners across
India, which was the highest among all private FM radio stations in India. Further, based on ILT Wave 5 data for which field-work
was conducted from June 18, 2005 to September 5, 2005 and which calculates listenership for the age group above 12 years,
our total daily reach in the metropolitan cities of Mumbai and Delhi was 6.15 million listeners. This was higher than the total
average daily reach of 4.06 million viewers that was registered by the leading satellite television channel in these cities in the
same period based on data provided by Television Audience Measurement Media Research Private Limited (TAM). Our
brand, Radio Mirchi, is well recognized and we have won four of the six awards received by radio broadcasters from the Radio
and Television Advertising Practitioners Association of India in 2004. We have also won the gold medal for Best Activity
Generating Brand Loyalty as well as the bronze medal in Best Activity Generating Brand Awareness and Trial at the 2004
Promotion Marketing Awards of Asia.
We are also in the business of event management and out-of-home media through the brands 360o and Times Out-of-Home
Media, respectively. These two businesses were earlier conducted by our Promoter, TIML, and have been recently acquired by
our Subsidiary, TIMPL, with the exception of the Delhi Metro Rail Corporation contract between DMRC and TIML. We believe
that our FM radio broadcasting, event management and out-of-home media businesses together comprise a strong bouquet of
city-centric media solutions for advertisers targeting these cities.
In our event management business, we manage events and promotions across the country. We have provided event management
and brand promotion solutions to several corporate clients. In fiscal 2005, we managed several events, including large format
events such as the Filmfare Awards, the Femina Miss India pageant and the International Film Festival of India 2004.
In our out-of-home media business, we market the space on various out-of-home media sites to advertisers and advertising
agencies. We are the marketing agents of space on bus queue shelters in two of the three zones of Mumbai which are licensed
by Brihanmumbai Electric Supply and Transport Undertaking (BEST) to our Promoter, BCCL. We are also the marketing agents
of space on six metro railway stations around central Delhi, which were recently licensed by the Delhi Metro Railway Corporation
to our Promoter, TIML.
ENIL had total income of Rs. 209.88 million, Rs. 569.50 million, Rs. 762.25 million in fiscal 2003, 2004, 2005, respectively, which
represented an increase of 341.30%, 171.35%, and 33.85% over the corresponding period of the preceding fiscal years. The
total income in the six months ended September 30, 2005 was Rs. 494.62 million, which represented an increase of 55.94%
over the corresponding period of the preceding year. ENIL generated net loss after tax, as restated, of Rs. 401.86 million, Rs.
292.98 million, Rs. 178.97 million and a net profit after tax, as restated, of Rs. 110.51 million in fiscal 2003, 2004, 2005 and the
first six months of fiscal 2006. For details, refer section titled Managements Discussion and Analysis of Financial Condition
and Results of Operations on page 141 of this Prospectus.
As per the audited financial statements of TIML prepared under Indian GAAP, in the fiscal year ended March 31, 2005 total
55

income from the event management business segment was Rs.252.7 million and total income from the out-of-home media
business segment was Rs.9.5 million. Historical results of TIML may not necessarily be indicative of the results of operations
of these businesses after their acquisition by us.
We believe that having a creative and talented employee base has been instrumental in our growth and we intend to continue
to take steps to attract and retain talent. We have been successful in retaining most of our senior managers who have been
integrally involved in the planning and development of our business.
Our Promoter, Bennett, Coleman & Co. Limited, is the flagship company of the Times Group, which has a heritage of over 150
years and is one of Indias leading media groups. The activities of the Times Group also include publishing newspapers and
magazines, television broadcasting, running internet portals, creating and distributing multimedia products and music publishing
and retailing.

Competitive Strengths
We believe that we have the following competitive strengths in our various businesses:

Our FM Radio Broadcasting Business

Largest operating network and reach among listeners

We have the largest operating network among private FM radio broadcasters based on our operational stations in the four
metropolitan cities and three other cities. We also have the highest listenership among private FM radio broadcasters in
India. We believe that our industry-leading operating network and listener reach enable us to offer an attractive advertising
platform to our advertisers.
On January 6, 2005, we were one of the successful bidders for licenses for the cities of Bangalore, Hyderabad, Nagpur,
Kanpur, Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the successful bidders for licenses for the cities
of Jalandhar and Varanasi. On January 20, 2006 we were the only successful bidder for the license for the city of Patna. On
January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur,
Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the
aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35
million, with respect to these nine cities and also provided performance bank guarantees for the remaining 50% of the
OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are required to pay the remaining OTEF, in an
aggregate amount of Rs. 125.35 million, by February 6,2006. We also intend to participate in the bidding for certain
remaining cities under the Phase II bidding process to be held on February 3, 2006. Until the grant of listing and trading
permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain Indian newspapers informing
them about material developments regarding our participation in the Phase II bidding process. We will need to enter into
grant of permission agreements with respect to these nineteen cities.

Track record of developing innovative and creative content

We have a track record of developing creative and innovative content and programming formats, which has helped us
expand our base of listeners and advertisers. We believe that we have developed good relationships with the film industry
in India, including the Hindi, Bengali and Tamil film industries, and have successfully developed unique programmes and
shows with the participation of film industry artists. Further, in the recent past, Radio Mirchi has been among the first
private FM radio networks in India to release the sound recordings for popular Hindi films. We also secured exclusive FM
broadcasting rights of the music of these films for up to two weeks after the initial release of the music. We have also
developed various on-air fictional characters such as Professor Kawas and Go Go Ganguli that have become popular with
certain sections of our listeners and has helped in attracting and retaining listeners.

Proven ability to successfully operate in diverse markets

Our FM radio stations are located in diverse regions in India and we have been successful in attracting local listeners in each
of these markets. Our superior understanding of audience preferences enables us to provide content that is customized to
the taste, language and culture of the local audience. We intend to leverage this expertise to attract new listeners as we
expand our footprint to more cities and towns in India.

Radio Mirchi brand is widely recognized

We have focused on investing in and developing the Radio Mirchi brand, which is widely recognized in its markets. As per
ILT Wave 5, Radio Mirchi brand had awareness of 95% in Mumbai and 100% in Delhi. We advertise and promote the brand
through various media platforms including print, television, cinema and out-of-home media. Our on-ground events and onair promotions have also helped enhance the recognition of Radio Mirchi brand. For example, our on-air promotion 983
Kismat Khol De in Delhi won the gold medal for Best Activity Generating Brand Loyalty at the 2004 Promotion Marketing
56

Awards of Asia. We also organize annual events such as the Mirchi Kaan awards, where the jury includes pre-eminent
advertising agency professionals, and a workshop series called RadioWorks, where we invite noted international speakers.
These events help in building the FM radio industry as well as promoting the Radio Mirchi brand.

Strong advertisement sales capabilities

Based on Aircheck data, we have attracted 773 advertisers in the four metropolitan cities during the period from October
1, 2004 to September 30, 2005 which is the highest among all private FM radio broadcasters. Our sales team has established
strong relationships with advertisers and advertising agencies. We focus on understanding the needs of our advertisers
and advertising agencies to offer customized advertising packages and marketing opportunities. Our sales team works
independently of the advertising sales efforts of other entities in the Times Group. We follow several innovative advertising
sales practices such as per-second billing, providing services for production of advertisements at nominal cost and offering
our studio space for pre-production work, which have helped strengthen our relationships with advertisers and advertising
agencies.

High quality studio and transmission equipment

For our studio and transmission facilities, we have invested in high quality equipment. Most of our key equipment, such as
transmitters, mixers and codecs, has been sourced from suppliers based in United States and Canada. We believe that our
investment in technology helps increase the quality of broadcast and coverage in each of our local markets.

Our Event Management Business

Strong customer base among leading corporations

We have been successful in leveraging our experience and capabilities to manage events for several well-recognized
corporations. Our relationships with leading corporations enable us to get repeat business as well as initiate business
relationships with other corporations.

Track record of organizing large format events

We have a track record of conceptualizing, marketing and organizing large-format events that typically involve a higher
degree of complexity and require specialised resources and skills. We have organized several such events, including
Filmfare Awards, Femina Miss India pageants and the International Film Festival of India - 2004. These large-format events
have enabled us to strengthen our event management capabilities, develop relationships with artists and vendors and
enhance the recognition of the 360 o brand.

Artist and vendor management capabilities

We have managed several events in fiscal 2005. The number of events managed by us and our involvement in largeformat events enables us to build strong relationships with both artists and vendors. We have strong relationships with
several film industry personalities who perform at events managed by us. We have also systematically established a
vendor management system that enables us to identify preferred vendors of services and equipment, and thereby reduce
the cost and lead-time in organizing events. We believe that our relationship with artists and vendors could enable us to get
preferred services and favourable commercial terms.

Strong event marketing capabilities

We have successfully raised sponsorship for certain large format events managed by us, primarily due to our relationships
with large corporates. We focus on providing customized event opportunities to potential sponsors by understanding the
identity and positioning needs of their brands. We also focus on enhancing the visibility of certain types of events managed
by us through public relations, selective advertising and promoting the coverage of these events on various media
vehicles such as newspapers, radio and television. We believe that, in addition to our event management skills, our ability
to raise sponsorship and enhance the visibility of events enables us to attract and retain customers for our event management
business.

Our Out-of-Home Media Business

One of few organized players in the Indian out-of-home media industry

The Indian out-of-home media industry is fragmented. Out-of-home media sites in India are predominantly owned or
operated by small, local players and are typically, directly marketed by them to advertisers and advertising agencies. We
believe that our corporate structure, professional management systems, understanding of the advertising industry and
multi-city operations enable us to market these sites effectively.

Multi-year marketing contracts in the key markets of Mumbai and Delhi

We are the marketing agents of advertising space on more than 1,400 bus queue shelters in two of the three zones of
57

Mumbai, comprising the Western suburbs and South Mumbai, which have been licensed by BEST to our Promoter, BCCL,
until December 2008. In addition, we are the marketing agents for advertising space in six metro stations located around
central Delhi that have been recently licensed by the Delhi Metro Railway Corporation to our Promoter, TIML, for two years.
Such multi-year marketing contracts provide us opportunities to promote these sites and invest in innovative technology,
which also helps to enhance our realization from advertisers.

Understanding of potential technological innovations in the Indian out-of-home media industry

We have explored various out-of-home technologies available in international markets such as video walls and remote
access hoardings managed through external communication networks. We believe this understanding will enable us to
select and introduce appropriate technologies in the sites managed by us. For example, we are evaluating the use of LED
technology, which would enhance the visibility and appeal of the advertisements placed on the out-of-home sites managed
by us.

Our Strategy
Our vision is to be a leading city-centric-media company by delivering unique audiences through media vehicles like FM radio,
event management and out-of-home media. Our principal strategies in these businesses are as follows:

Our FM Radio Broadcasting Business

Expand our footprint

We intend to expand our footprint by selectively bidding for new radio channels under the Phase II Policy, where bids have
currently been invited for 338 channels in 91 cities. On January 6, 2005, we were one of the successful bidders for licenses
in the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the
successful bidders for licenses for the cities of Jalandhar and Varanasi. On January 20, 2006 we were the only successful
bidder for the license for the city of Patna. On January 27, 2006, we were among the successful bidders for licenses for the
nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate
amount of Rs. 250.70 million, which is the aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in
an aggregate amount of Rs. 125.35 million, with respect to these nine cities and also provided performance bank guarantees
for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are required to pay the
remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006. We also intend to participate in the bidding
for certain remaining cities under the Phase II bidding process to be held on February 3, 2006. Until the grant of listing and
trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain Indian newspapers
informing them about material developments regarding our participation in the Phase II bidding process. We will need to enter
into grant of permission agreements with respect to these nineteen cities. In the event that we are successful in winning
some or all of the remaining radio channels that we bid for, we will expand our footprint and cover additional markets and
regions in India. We also intend to explore opportunities to become FM radio broadcasters or content providers in international
markets, either directly or through strategic partnerships, arrangements, joint ventures or acquisitions.

Leverage our footprint to capture additional income

We intend to leverage our footprint of seven operational stations and any other station that we acquire in future to enhance
our audience base and income. Any expansion of our footprint would allow us to target a greater number of potential
advertisers in new markets. Further, any increase in our listenership reach would allow advertisers to address a larger
audience.

Continuously invest in brand building and programming innovation

We intend to maintain and enhance the leadership position of our radio stations through continuous innovation, focused
marketing, intensive brand building and exploiting the interactive nature of FM radio. We plan to engage current and
potential listeners through on-air as well as off-air activities. We intend to increase our use of research generated internally
as well as provided by external agencies to continuously monitor the evolving needs of our audience and advertisers.

Exploit additional revenue streams

In addition to our income from airtime sales on our FM radio channels, we intend to focus on creating or expanding
additional revenue streams. We have already launched Mirchi Activation events which are promoted through our radio
channels and enable us to enhance our revenue from airtime sales as well as attract new advertisers. Additional income
streams may also include revenue from SMSs or calls received from our listeners, or from the sale or licensing of content
to third parties, whether in India or in international markets. We have also recently provided consultancy services to an
industrial group in Bangladesh for setting up radio stations. We have also entered into an agreement with Hewlett-Packard
India Sales Private Limited (HP) to launch visual radio services for the first time in India. With visual radio, images and
58

texts are synchronized with the radio broadcast to bring information and interactivity directly to a mobile phone. As part of
this agreement we have an exclusivity period which will give us the first mover advantage. Visual radio services also
provide an additional advertising opportunity to our clients. These services also provide us with additional advertising
revenues from our clients as well as digital service revenues from the telecommunications sector that HP shares with us.

Our Event Management Business

Establish long-term client relationships

We intend to seek multi-year event management contracts with corporations and other agencies that organize events
frequently. These contracts would provide us income over multiple years and also help us to better understand the
marketing objectives of our clients and provide long-term marketing solutions.

Establish ourselves as a provider of brand solutions

We intend to establish ourselves as a solutions provider for the brand promotion needs of our corporate clients. As part of
this strategy, we intend to enhance our understanding of the identity and positioning of a clients brand and design and
manage events for such clients.

Identify and focus on key industry segments

We intend to identify and focus on key segments of the event management industry on a continuous basis. For example,
some of the key segments may include fashion and lifestyle, celebrity management, brand promotions and conferences.

Establish ourselves as a provider of innovative solutions

We intend to establish ourselves as a provider of innovative solutions by selectively introducing state-of-the-art international
concepts and technologies. For example, for the launch of Mumbai Mirror, a morning daily newspaper, we introduced
motorized para-gliders for the execution of the brand launch event. This event was held at the Gateway of India in Mumbai
and was witnessed by a large audience. We also organized a dome party where an event was held inside a large inflatable
dome imported for the occasion.

Create own event properties at an appropriate time

In addition to managing events for our clients, we intend to selectively evaluate opportunities for developing and organizing
our own proprietary events. We intend to leverage the ownership rights to such events to invest in building these events
into well-recognized brands.

Our Out-of-Home Media Business

Expansion of the network of out-of-home media sites managed by us

We intend to expand our out-of-home media network in terms of number of sites and the cities where we manage such
sites. We have established offices in three cities focused on identifying network expansion opportunities. We intend to bid
for or negotiate contracts for sites owned by government or other state bodies as well as private parties.

Explore opportunities to lease sites on a long-term basis

In addition to managing and marketing networks of sites owned by third parties, we intend to explore opportunities to
create a network of sites that are leased on a long-term basis. We may also consider owning sites. We believe that the longterm rights to these sites would enable us to retain a greater proportion of the revenue that we can generate, relative to
sites that we manage for short periods. The long-term rights to these sites may also allow us to modify the sites or
introduce new technology and increase our revenue from such sites.

Introduce innovative technology and processes

The Indian out-of-home media industry consists mainly of static advertising using conventional methods. We intend to
increase the revenue realization from sites managed by us by introducing technologies such as video walls and remote
access hoardings.

Operations
Until 1993, AIR was the only radio broadcaster in India and private players were not permitted to broadcast or participate in radio
broadcasting. In 1993, the Government took the initial step in the privatization of this sector and permitted private FM radio
operators to buy airtime blocks on AIRs FM channels in the cities of Mumbai, Delhi, Chennai, Kolkata and Goa, develop program
content and sell advertising time for these blocks to advertisers. The Times Group entered this business under the brand Times
FM and operated in all these cities until June 1998, when the Government decided not to renew contracts given to all private
FM radio operators.
59

On July 6, 1999, the Government announced the Phase I Policy and permitted greater participation by the private sector in the
FM radio broadcasting business by allowing companies to bid for 108 radio channels in 40 cities. Currently, there are 21 radio
channels operating in 12 cities across India. Under the Phase II Policy, the Government has announced bidding for an additional
338 radio channels in 91 cities. Pursuant to the bidding process under the Phase II Policy, the Company has been one of the
successful bidders for licenses in seven additional A+ and A Category cities.

Areas of Operation
In May 2000, after a bidding process under the Phase I Policy, we were awarded licenses to operate FM radio broadcasting
channels in the four metropolitan cities and eight other cities. We currently operate radio channels in the four metropolitan cities
and three other cities under the brand Radio Mirchi. For strategic and business reasons, we did not operate licenses awarded to
us for the remaining five cities. Two of these licenses, for the cities of Jabalpur and Bhubneshwar, have been surrendered to the
Government and we have made necessary termination payments and the Government has returned the performance bank
guarantees provided by us with respect to these cities. Our licenses with respect to Hyderabad, Cuttack and Lucknow have also
been terminated, without prejudice to pending legal proceedings . For further details, please refer to the chapters titled Risk
Factors and Outstanding Litigation and Material Developments on page xiii, and 160 respectively of this Prospectus.
We have seven operational FM radio stations as described below:
City

Date of Commencing
Broadcast

Category of City
(as per the Tender
Document issued on
September 21, 2005)

Other Private FM Radio

Broadcasters

October 4, 2001

None

December 20, 2001

None

April 23, 2002

A+

Radio City, Red FM, Go FM

Pune

May 1, 2002

None

Delhi

April 29, 2003

A+

Radio City, Red FM

Kolkata

May 3, 2003

A+

Red FM, Aamar, Power

Chennai

May 5, 2003

A+

Suryan

Indore
Ahmedabad
Mumbai

In addition to the above seven cities, private FM radio broadcasting stations currently operate in Bangalore, Coimbatore,
Tirunelvelli, Visakhapatnam and Lucknow. In each such city, there is only one private FM radio channel. AIR has a presence in all
12 cities where private FM radio broadcasters currently operate.
On January 6, 2006, we bid successfully for licenses for the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and
Jaipur. On January 13, 2006, we were one of the successful bidders for licenses for the cities of Jalandhar and Varanasi. On January
20, 2006 we were the only successful bidder for the license for the city of Patna. On January 27, 2006, we were among the
successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot, Raipur and
Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the aggregate OTEF for these nine cities. We have paid
50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35 million, with respect to these nine cities and also provided
performance bank guarantees for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that
we are required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006. We also intend to
participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February 3, 2006. Until the
grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain Indian
newspapers informing them about material developments regarding our participation in the Phase II bidding process.
We and the other successful bidders have yet to enter into grant of permission agreements for the new cities under the Phase
II Policy. Some of the other companies that have bid successfully for the cities that were included in the bidding on January 6,
2006, January 13, 2006, January 20, 2006, and January 27, 2006 include South Asia FM, HT Music Entertainment, Adlabs Films
Limited, and Music Broadcast Private Limited.
60

2,500

Listenership -M um bai

Listenership -D elhi& NCR

4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0

Listenership '000s

Listenership '000s

Listenership and Awareness

2,000
1,500
1,000
500
0
Radio Radio
M irchi City

RED FM

Go FM

Radio
M irchi

Radio
C ity

RED FM

G o FM

Listenership '000s

Listenership -M um bai+ Delhi

7,000
6,000
5,000
4,000
3,000
2,000
1,000
0

Radio Radio
M irchi City

Go FM

Brand Aw areness -M um bai

Brand Aw areness -Delhi& N CR

120%

100%

A w areness (% )

A w areness (% )

120%

RED FM

80%
60%
40%
20%
0%
Radio
M irchi

Radio
City

RED FM

100%
80%
60%
40%
20%
0%

Go FM

Radio
M irchi

61

Radio
C ity

RED FM

G o FM

Target Listeners
We primarily target students, youth and young working adults. Our programming and marketing teams primarily focus on this
target audience to develop and market content. Additionally, we follow a day-part method for focusing on different segments
of listeners. We divide each day into seven day-parts, which consist of family (7:00 am to 11:00 am), housewife (11:00 am to
2:00 pm), youth (2:00 pm to 5:00 pm), evening drive time (5:00 pm to 9:00 pm), late evening (9:00 pm to 11:00 pm), night
(11:00 pm to 1:00 am) and late night (1:00 am to 7:00 am). We focus on different target groups during different day-parts and
our programming is customized to attract targeted listeners.

Programming
Our primary programming focus is on contemporary film music based radio shows. We package the sound recordings of film
music with the narrative of our radio jockeys, who also host interviews with various celebrities and engage in dialog with our
listeners. We choose the language mix of the music and programs based on our understanding of local listener preferences.
For example, in Delhi and Mumbai we primarily play Hindi music, in Chennai we primarily play Tamil music and in Kolkata we
play a mix of Hindi and Bangla music. Our radio jockeys also cater to local listeners by conversing in local languages, such as
Tamil in Chennai and Bangla and Hindi in Kolkata.
Our play list is drawn from a master-list of sound recordings using a research process that is customized and conducted for us
by IMRB. The research measures the familiarity and popularity of various film songs. This play list is updated weekly for new
releases.
We have been successful in attracting and retaining high quality on-air and creative talent. Our radio jockeys are popular in their
respective cities. One of our radio jockeys in Delhi won the Best RJ award at the 2004 RAPA Awards. We seek to be
innovative in the development of the content that is broadcast on our radio stations. For example, we have created characters
such as Professor Kawas and Go Go Ganguli that have become popular with certain sections of our audience and help in
attracting and retaining listeners.

62

We have received several awards from leading industry bodies such as RAPA and advertising clubs in Chennai and Kolkata, for
our radio broadcasting stations at Mumbai, Delhi, Chennai and Ahmedabad. Some of these are listed below:
Year

Instituted By

Award

Won By

2003-04

Commonwealth Broadcasting Association.

Highly Commended in
Commonwealth Short Story
Competition
Ms. Suchitra Ramadurai

Radio Mirchi, Chennai

2004

Promotion Marketing Awards of Asia

(PMAA) 2004.

Gold in Best Activity

Generating Brand Loyalty

Radio Mirchi, Delhi

2004

Promotion Marketing Awards of Asia

(PMAA) 2004.

Bronze in Best Activity

Generating Brand Awareness
and Trial

Radio Mirchi, Delhi

2002

28th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Best Jingle in EnglishRadio Mirchi

Radio Mirchi, Mumbai

2002

28th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Best Station Promo in HindiProf. Kawas

Radio Mirchi, Mumbai

2003

29th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Best Radio Jingle in HindiMumbai Meri Jaan

Radio Mirchi, Mumbai

2003

29th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Special Promo in Malayalam

Onam Festival

Radio Mirchi, Chennai

2003

29th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Special Promo in Tamil

Kirukkal Cricket Contest

Radio Mirchi, Chennai

2003

29th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Special Promo in Tamil

Stationality Nambiar

Radio Mirchi, Chennai

2004

Spark 2004 Advertising Club, Chennai.

Bronze for Station Promo

Childrens Day

Radio Mirchi, Chennai

2004

Spark 2004 Advertising Club, Chennai.

Bronze for Radio Spot

Actor Surya

Radio Mirchi, Chennai

2004

30th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Best Radio Jingle Script in

in Gujarati for Agni Dora

Radio Mirchi, Ahmedabad

2004

30th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Best Radio Spot Script in

Gujarati for Gujarat Samachar

Radio Mirchi, Ahmedabad

2004

30th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Best Radio Jockey Ms Sayema Rehman

Radio Mirchi, Delhi

National

63

2004

30th RAPA Awards

Radio and TV Advertising Practitioners
Association of India.

Best Radio Jingle in TamilHello Chennai

Radio Mirchi, Chennai

2005

ITC Kolkota Trophy 2005 Consumer

Connect Awards, Advertising Club Kolkota.

Silver for Promo Bappi Da

Gyan

Radio Mirchi, Kolkata

2005

Spark 2005 Advertising Club, Chennai.

Silver for Public Service

Announcement Actor Vijay

Radio Mirchi, Chennai

2005

Spark 2005 Advertising Club, Chennai.

Silver for Public Service

Announcement Actor Vikram

Radio Mirchi, Chennai

Mirchi Activation
In addition to deriving income from sale of airtime for radio broadcasting, we participate in the organization and sponsorship of
events and promotional activities, which we term as Mirchi Activation events. These events usually offer advertisers a
combination of radio and on-ground events, and enable us to increase our revenues effectively. For example, our Mirchi
Activation team recently organized an exhibition called Mirchi Consumex at Delhi and Mirchi Exposure at Ahmedabad, where
we worked with several small exhibitors and businesses who ordinarily may not advertise on radio. The exhibitors paid us stall
charges and/or sponsorship charges for the activity. By organizing such on-ground activities and promoting them on our radio
stations, we derive several benefits, including the following:

attracting new advertisers who may normally not advertise on radio;

targeting an advertisers budget meant for on-the-ground activities;

strengthening the Radio Mirchi brand; and

utilizing our airtime inventory.

Sourcing of Content
Sound recordings of films are the primary content on our FM radio channels. We need the approval of the owners of the
copyrights in these sound recordings, including companies that are publishers and copyright holders of such sound recordings
that we broadcast, or those of the collective societies administering these copyrights, primarily Phonographic Performance
Limited (PPL) and Indian Performing Rights Society Limited (IPRS) and consequently pay the royalties on a per needle hour
basis, which is based on the duration of sound recordings of the licensor that we broadcast. We pay PPL for sound recordings at
all our radio stations at an average cost per needle hour of Rs.661. We pay SCIL for sound recordings at the three radio stations
of Mumbai, Delhi and Kolkata, at needle hour rates that vary between Rs.300 and Rs.1,200 depending upon the time of the day
the sound recording is broadcast. We are in dispute with PPL and SCIL, among other things, also regarding the royalty amount
that we are currently paying. For the Chennai and Kolkata radio broadcasting stations, where we also play sound recordings in
Tamil and Bangla, respectively, we have additional agreements with the respective copyright owners.

Advertising Revenues
Our income is generated mainly from the sale of air time for advertising. In fiscal 2005, we generated income from multiple
advertisers and advertiser segments, including companies in sectors such as FMCG, banking and financial services, consumer
durables, telecommunications, automotive, media, property, petroleum and others. We have a mix of national as well as local
advertisers on our stations.
Within each market, we have separate teams that focus on corporate accounts and retail accounts. Our airtime sales are
supervised by our head of sales that is based in Mumbai. We do not have an external sales agency to assist us with our sales
and marketing efforts. Most of our sales are made to agencies that negotiate with us for advertising rates and capacity on-air;
however, some sales are also made directly to end clients, such as to companies in our local markets or entities that are part of
the Times Group.
We have a strong advertising sales team that comprises of more than 130 employees in eight cities. Our advertising sales team
has developed strong relationships with advertisers as well as advertising agencies and we focus on understanding their needs
64

to offer customized advertising packages and marketing opportunities. We follow several innovative advertising sales practices
such as per-second billing and providing services for production of advertisements at nominal cost, which have helped strengthen
our relationships with advertisers as well as advertising agencies. Our advertising sales team works independent of the
advertising sales efforts of other entities in the Times Group.
Our advertising rates vary with respect to a range of factors including the timing of the advertisement during the day, time of the
year, the size of the contract and the city in which the advertisement is broadcast. We also offer customized deals with
incentives to large value customers and advertisements for multiple stations.

Capacity and Capacity Utilisation

Typically, we allocate 10 minutes every hour from 7:00 am until 11:00 pm for advertisements. However, during periods of high
demand, such as festival seasons between September and February, we may increase the time available for advertisements in
a given hour. Based on Aircheck data, between October 1, 2004 and September 30, 2005, in our radio stations located in the four
metropolitan cities, we utilised approximately 39.0% of our full capacity for advertisements, assuming full capacity of 12
minutes per hour in a 16 hour period during the day. Our future capacity utilisation may be affected by many factors, including
an increase in competition and our ability to increase our effective advertising rates.

Technology and Infrastructure

Our studios are modern and reflect international practices of the radio industry. We have sourced equipment, such as transmitters,
mixers and codecs, from various countries, including the United States and Canada. We believe we are well equipped to
migrate to more advanced digital broadcasting without incurring high capital expenditures. We believe that our investment in
technology helps increase the quality of broadcast and coverage in each of our local markets. Our studio design and equipment
allows our programming staff to more effectively utilize their time and resources.

65

SCHEMATIC FLOW DIAGRAM OF THE FM RADIO BROADCASTING PROCESS

Competition
The FM radio broadcasting industry is competitive. In each of our markets, we face competition from other FM radio broadcasters
for listenership and advertising. In addition, we face competition from other segments of media including, but not limited to,
television channels, magazines, newspapers, out-of-home media and websites. These other forms of media compete with FM
radio broadcasters for advertisements and for the time and attention of our listeners. We also compete with AIR, an entity
formed by the Government, which is not subject to payment of license fee and other restrictions that are applicable on private
FM radio broadcasters. In addition to us and AIR, we currently have two private FM competitors in Delhi, three private FM
competitors in Mumbai, one private FM competitor in Chennai and three private FM competitors in Kolkata. These competitors
include Radio City, Go FM, Red FM, Suryan FM, Visakha, Aamar FM and Power FM. Also, we are the only private FM radio
broadcaster in our other three cities of Indore, Ahmedabad and Pune. Under the Phase II Policy, the addition of new channels
may significantly enhance competition in each of our existing markets.
We also face competition from technologies like satellite radio, which is already accessible in India, and digital audio broadcasting,
which may be available in the future. Community radio stations and internet radio may also offer competition to us, if and when
they become operational.
On January 13, 2006, we were one of the successful bidders for licenses for the cities of Jalandhar and Varanasi. On January 20,
2006 we were the only successful bidder for the license for the city of Patna. On January 27, 2006, we were among the
successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot, Raipur and
Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the aggregate OTEF for these nine cities. We have
paid 50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35 million, with respect to these nine cities and also
provided performance bank guarantees for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January
30, 2006 that we are required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006. We
also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February 3,
2006. Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors
in certain Indian newspapers informing them about material developments regarding our participation in the Phase II bidding
process. We and the other successful bidders have yet to enter into grant of permission agreements for these nineteen cities.

66

Some of the other companies that have bid successfully for the cities that were included in the bidding on January 6, 2006
include South Asia FM, HT Music Entertainment, Adlabs Films Limited and Music Broadcast Private Limited.

Our Event Management Business

Our event management business operates under the brand of 360o. We have managed several events, including many large
format events for leading corporates in India. We have offices in eight cities in India which enhance our ability to offer services
across key cities in the country.

Brand Solutions
360o offers strategic solutions for brand communication initiatives through events and promotions. We focus on conceptualizing,
planning and implementing events and promotions that build awareness of the clients brand, product or service offering. Our
on-ground events and promotions allow customer exposure to our clients brand in a captive environment. We also support
organizations in managing events that helps motivate their supply chain partners as well as focus on sales led events that help
generate trial of products and services.

Large Format Events

We have organized large format events such as the International Film Festival of India, 2004, the Filmfare Awards and the
Femina Miss India Contests. Such events and promotions involve execution, logistical and planning complexity.
A description of some of the large format events managed by us is given below:
International Film Festival of India, 2004 (IFFI)
We were the event managers for the International Film Festival of India, 2004 that was organized in Goa in November 2004. It
was a large and complex event, which was held over a 11-day period. Our role in IFFI consisted of: (i) managing events across
six locations; (ii) simultaneously managing the hospitality, movement & logistics of over 2000 guests; (iii) crowd management
of over 50,000 people; (iv) ground production entailing over ten tonnes of equipment; (v) show screenings across eight
screens, including portable screens mounted on mini-trucks; (vi) managing over 580 temporary manpower that were recruited
and trained locally for this event; (vii) multi-location entertainment and carnival atmosphere across the cities of Panjim and
Margaon; and (viii) managing multiple sponsors (including generating sponsorships) and sponsor commitments etc. Our
services also included media planning and public relations for the event.
Filmfare Awards
The Filmfare Awards, founded in 1954, is among the oldest and well-recognized film awards event property which is given for
excellence in cinema in India. We have been organizing the event for the past four years and we have a long-term contract with
Worldwide Media, a joint venture of the Times Group, for organizing this event for the next three years.

Vendor Management System

Our vendor management system covers production elements such as sound, lighting, video, stage and travel arrangements
and enables us to deliver quality and efficient services to clients. We have good relationships with external vendors for sound
systems, intelligent lighting systems and venue and stage architecture.

Competition
Our competitors include event management companies such as Wizcraft International Entertainment Private Limited, Encompass
Events Private Limited, Percept DMark (Percept Holding Company Private Limited) and Showtime Events Private Limited. In
addition to competing with established event management companies, we can also face competition from fragmented and
unorganized entities as well as new entrants such as advertising agencies and media companies that have recently entered this
business.

Our Out-of-Home Media Business

Our out-of-home media business operates under the brand Times Out-of-home Media and targets the out-of-home media
segment as an organized and professionally managed business.
We are the marketing agents of space on bus queue shelters in two of the three zones of Mumbai which are licensed by BEST
to our Promoter, BCCL. We are also the marketing agents of space on six metro railway stations around central Delhi, which were
recently licensed by the Delhi Metro Railway Corporation to our Promoter, TIML.

67

Advertising
We intend to derive income from advertisements placed on the sites managed by us. The main industries that provided
advertising revenue to BCCL in relation to the Mumbai bus queue shelters in fiscal 2005 include telecommunications, banking
and media. TIML did not derive any revenue in relation to its contract with the Delhi Metro Railway Corporation till October 1,
2005 and accordingly the segment financial statements of TIML do not include any revenue from this contract. We are currently
the marketing agents of space on bus queue shelters in two of the three zones of Mumbai which are licensed by BEST to our
Promoter, BCCL.

Technological innovations
Currently, the out-of-home media industry consists mainly of static advertising produced using conventional methods. The use
of modern non-static technology is low in India compared to developed international markets. We are in the process of
exploring the introduction of innovative technologies such as video walls and remote access hoardings managed through
communication networks.

Competition
Our competitors include other organised outdoor companies such as Selvel Vantage Advertising Private Limited, Selvel Private
Limited, Pioneer Advertising Private Limited, Clear Channel India and the Selvel Vantage Group. In addition to competing with
such organized companies, we also compete with other unorganized participants that comprise a substantial portion of the
industry. We also face competition from new entrants in the market.

Intellectual Property
Our radio brand Radio Mirchi is registered with the trademarks registry in Mumbai. In addition, we have 12 trademarks and 21
trade names registered with the trademarks registry in India. We have also registered our trademarks in other countries
including Singapore, Hong Kong and the United Kingdom.

Insurance
We have a composite enterprise shield policy with Royal Sundaram Alliance Insurance Company Limited, which covers, inter
alia, our machinery breakdown, electronic equipment, money in transit, fidelity guarantee and public liability in properties
mentioned below against risks standard fire and perils, earthquake, burglary, theft and accidental damages, subject to certain
specific exclusions. We have obtained the insurance for a total premium of Rs. 1.6 million and have been insured for a sum of
Rs.373.6 million. In addition, for our employees we also have a group personal accident insurance policy and a group mediclaim
insurance policy with the National Insurance Company Limited.
In addition to the above, we have recently obtained a Directors and officers liability insurance and Company reimbursement
liability insurance policy, which included coverage for employment practices liability, outside directorships, pollution liability
costs, public relations, retirement and for legal representations in the event of death, incapacity, insolvency or bankruptcy of the
individual.

Property
The following table sets forth the location and other details of our leasehold commercial properties in India. TIMPL does not
have any leased property pursuant to the transfer of the event management and out-of-home media businesses from TIML. We
do not own any commercial property.
Mumbai
Sr.
No.

Description of Property/ Area

1.

Trade Garden, Ground Floor, Kamala City, Leave and License Agreement Corporate offices
Senapati Bapat Marg, Mumbai 400 013
dated May 9, 2005 between
BCCL and the Company.

Nature of Interest

68

Purpose

Term
33
months
commencing
from December
23, 2004

2.

4th Floor, A Wing, Matulya Centre, Senapati

Bapat Marg, Lower Parel, Mumbai 400 013

This office is based in

premises leased by BCCL to
TIML. On April 1, 2002, TIML
approached the Company to
occupy the said premises
provided the Company paid
the rent and the security
deposit directly to BCCL. On
April 2, 2002 we obtained
BCCLs permission to occupy
the said premises. Although,
there is no lease agreement
between BCCL and the
Company as on the date of
filing of this Prospectus,
BCCL has confirmed to us by
a letter dated January 10,
2005 that it will enter into a
leave and license agreement
for 60 months.

Office
and 60 months with
effect
from
broadcasting studio
October 1, 2005.

Delhi
Sr.
No.

Description of Property/ Area

Nature of Interest

Purpose

1.

2nd and 3rd Floor, 201, Okhla Industrial

Estate, New Delhi 110 020

Lease agreement dated

November 22, 2002 for 3rd
Floor and January 13, 2003 for
2 nd Floor between Texaco
between Overseas Private
Limited and the Company.

Office
and
broadcasting studio

Term
The lease was
for an initial
term of three
years. It has
been renewed
for a further
period of three
years.

Ahmedabad
Sr.
No.

Description of Property/ Area

Nature of Interest

Purpose

1.

Times of India Press Complex, Vejalpur

Ahmedabad 390 051

Lease agreement dated

September 1, 2004 between
Vardhaman
Publishers
Limited an entity in the Times
Group, and the Company.

Office, broadcasting
studio
and
transmission tower.

69

Term
33 months from
September 1,
2004,
with
renewal thereof
for an additional
36 months

Chennai
Sr.
No.

Description of Property/ Area

1.

and
Fathima Akhtar Court, 6th and 7th Floor, New Lease agreement dated July Office
Door No. 453 (Old Door No. 312, Anna Salai, 4, 2002 between the South broadcasting studio.
Teynampet, Chennai 600 018
India Education Trust and the
Company and extension letter
dated July 14, 2005.

Nature of Interest

Purpose

Term
36 months from
July 4, 2002,
with renewal
thereof for an
additional two
terms of 36
months each.

Pune
Sr.
No.

Description of Property/ Area

Nature of Interest

Purpose

Term

1.

Office No. 12, Building No. A, Krishna Keval Leave and License Agreement Office
and 10 years
Commercial Complex, Survey No. 1A (Part), dated February 14, 2002 broadcasting studio.
Kondhwa Khurd, Pune 411 048.
between
M/s.
Aditya
Developers and the Company.

of 10 years
Plot Nos. 89 and 90 B, Survey No. 1A, Lease Deed dated August 6, Erection
Kondhwa Khurd, Pune 411 048
2002 between M/s. Aditya broadcasting towers.
Developers and the Company.

Office No. 9, 3rd Floor, Building No. A, Leave

and
License Additional
Krishna Keval Commercial Complex, Agreement dated June 30, space.
Kondhwa Khurd, Pune 411 048
2005, between M/s. Aditya
Developers and the Company.

office 5 years

Indore
Sr.
No.

Description of Property/ Area

Nature of Interest

Purpose

1.

Industry House, 15, Old Palasia Road, AB

Road, Indore

Lease Deed dated November Office, broadcasting 10 years from

23, 2000 between Brilliant studio
and January 1, 2001.
Estates Limited, Shree transmission tower.
Venkatesh Foods Private
Limited and the Company.

Sr.
No.

Description of Property/ Area

Nature of Interest

1.

13th Floor, Premises No. 8, Camac Street, Letter dated April 1, 2002 Office
and
Kolkata
granting rights for use from broadcasting studio
Sahujain Services Limited to
the Company

Term

Kolkata

70

Purpose

Term
April 1, 2002 to
March 31, 2005;
it has been
extended for
another three
years
until
March 31, 2008
pursuant
to
letter
dated
March 1, 2005.

In addition to the above, for the metropolitan cities of Delhi, Chennai and Kolkata, we are required to co-locate our transmission
facilities on Government-owned towers and we pay rent for the use of such facilities.
In Mumbai, our transmission facility is located on a transmission tower owned by RailTel Corporation of India Limited, and we
pay rent for the use of these premises under a lease agreement.
Pursuant to the Phase II Policy, we will be required to co-locate our transmission facilities in the cities of Mumbai, Pune, Indore
and Ahmedabad to the Government-owned tower in each such city.

71

REGULATIONS AND POLICIES

During the Ninth Five Year Plan period from 1997 to 2002, the Government allowed fully owned Indian companies to set up
private FM radio stations upon payment of specified license fees. In May 2000, the Government auctioned 108 frequencies in
the FM spectrum across 40 cities in the country through an open bidding auction process. As specified in TRAIs recommendations
on the Phase II Policy, the decision to open up the frequencies for private participation was taken with the following policy
objectives:
(a) to open up FM broadcasting for entertainment, education and information dissemination by commercial broadcasters;
(b) to make available quality programs with a localized flavour in terms of content and relevance; to encourage new talent and
generate employment opportunities directly and indirectly; and
(c) to supplement the services of All India Radio (AIR) and promote expansion of the broadcast network in the country for the
benefit of the Indian populace.
The emphasis of the Government in the Tenth Five Year Plan period from 2002 to 2007 was to substantially enhance the FM
coverage from 30% (all of which was AIRs capacity) of the population to 60% of the population. The major thrust areas of the
Tenth Five Year Plan include expanding the reach of FM radio by encouraging private operators to provide FM radio services in
metropolitan cities and small cities and replacing the existing system of bidding for licenses with a revenue sharing mechanism.
Some of the key regulations and policies that govern the FM broadcasting industry are discussed below:

The Indian Telegraph Act, 1885

The Indian Telegraph Act, 1885 (the Telegraph Act) is the principal legislation governing radio broadcasting in India. Although
the broadcasting industry was not specifically contemplated at the time the Telegraph Act was drafted, courts in India have held
that the provisions of the Telegraph Act are also applicable to radio broadcasting. A telegraph has been defined as any
appliance, instrument, material or apparatus used or capable of use for transmission or reception of signs, signals, images and
sounds or intelligence of any nature by wire, visual or other electro-magnetic emissions, radio waves, Hertzian waves, galvanic,
electric or magnetic means. The Telegraph Act provides that the Central Government may grant a license, on such conditions
and in consideration of such payments as it thinks fit, to any person to establish, maintain or work a telegraph within any part of
India.

The Indian Wireless Telegraphy Act, 1933

The Indian Wireless Telegraphy Act, 1933 (the Wireless Act) covers all forms of wireless communication, which means any
transmission, omission or reception of signs, signals, writing, images and sounds, or intelligence of any nature by means of
electricity, magnetism, or radio waves or Hertzian waves, without the use of wires or other continuous electrical conductors
between the transmitting and the receiving apparatus. The Wireless Act stipulates that no person shall possess wireless
telegraphy apparatus without obtaining a license in respect thereof under the Wireless Act. The Wireless Act further provides
that the telegraphy authority constituted under the Telegraph Act shall be the authority competent to issue licenses to possess
wireless telegraphy apparatus under the Wireless Act, and may issue licenses in such manner, on such conditions and subject
to such payments, as may be prescribed.

The Code for Commercial Broadcasting

The Code for Commercial Broadcasting (the Code) has been issued by AIR. According to the terms and conditions of the MIB
Licenses issued by the Government during the Phase I Policy and also as stipulated in the Phase II Policy, the Code is applicable
to all private FM radio broadcasters, including the Company.
The Code specifies general rules of conduct in advertising on radio and stipulates that any advertisement should conform to the
laws of India and should not offend the morality, decency or religious susceptibilities of the population. Further, the Code does
not permit any advertisement:
1.

which derides any race, caste, colour, creed and nationality;

2.

is against any of the directive principles specified under the Constitution of India, or any other provision of the Constitution
of India;
72

3.

tends to incite people to crime, cause disorder or violence, or breach law;

4.

glorifies violence or obscenity in any way, presents criminality as desirable;

5.

adversely affects friendly relations with foreign states;

6.

exploits the national emblem, or any part of the Constitution or the person or personality of a national leader or state
dignitary; or

7.

relates to or promotes cigarettes and tobacco products, liquor, wines and other intoxicants.

The Prasar Bharati (Broadcasting Corporation of India) Act, 1990

Pursuant to the enactment of the Prasar Bharati (Broadcasting Corporation of India) Act, 1990 (the Prasar Bharati Act), the
Prasar Bharati was set up as a statutory autonomous body on November 23, 1997. The Corporation is the public service
broadcaster in India and the primary duty of Prasar Bharati is to organise and conduct public broadcasting to inform, educate and
entertain the public and to ensure a balanced development of broadcasting on radio and television. Prasar Bharati is also
empowered to manage on behalf of the Central Government the broadcasting of external services and monitoring of broadcasts
made by organisations outside India.
Prasar Bharati has other objectives, some of which include upholding the unity and integrity of the country and the values
enshrined in the Constitution of India, safeguarding the citizens right to be informed freely, truthfully and objectively on all
matters of public interest, national or international, and presenting a fair and balanced flow of information including contrasting
views without advocating any opinion or ideology of its own, and providing comprehensive broadcast coverage through the
choice of appropriate technology and the best utilisation of the broadcast frequencies available and ensuring high quality
reception and expanding broadcasting facilities by establishing additional channels of transmission at various levels.

The Telecom Regulatory Authority Act, 1997

The Telecom Regulatory Authority Act, 1997 (the TRAI Act) was enacted to provide for the establishment of the Telecom
Regulatory Authority of India and the Telecom Disputes Settlement and Appellate Tribunal and to regulate telecommunication
services, adjudicate disputes, dispose off appeals and to protect the interest of service providers and consumers of the
telecommunications sector and to promote and ensure orderly growth of the telecommunications sector.
Pursuant to its Notification No. S.O. 444(E) dated January 9, 2004, the Government notified broadcasting services as a part of
telecommunication services under Section 2(i)(k) of the TRAI Act and hence FM radio broadcasting services were covered by
the TRAI Act.
As per the TRAI Act, the TRAI is empowered to make recommendations to the Central Government or any entity empowered
under the Telegraph Act to issue licenses in connection with matters such as the need and timing for introduction of new
service providers, terms and conditions of licenses issued to service providers and the revocation of licenses for non-compliance
with terms and conditions. The functions to be discharged by the TRAI include ensuring compliance with the terms and
conditions of licenses, regulate revenue sharing arrangements among service providers and specifying the standards of quality
of service to be provided by service providers.
For the effective discharge of its functions, TRAI is empowered to call upon any service provider at any time to furnish in writing
such information or explanation as is required or to conduct an investigation into the affairs of any service provider or issue
directions in respect thereof.

THE PHASE I POLICY

Tender Notice No. 212/2/99-B(D) issued in October 1999 by MIB to Auction 108 Frequencies in the FM Spectrum across 40
Cities in India (the Phase I Policy)
Tender Notice No. 212/2/99-B(D) was issued by the MIB in October 1999 and pursuant to the same, auctions were held for
metro and non-metro FM radio broadcasting stations on May 14, 2000. After the auction procedure, private FM radio broadcasters
signed license agreements, pursuant to which they were issued licenses under Section 4 of the Telegraph Act to establish,
maintain and operate FM radio broadcasting stations.

73

License Agreements between the Company and the Ministry of Information & Broadcasting for the Delhi, Mumbai, Kolkata,
Pune, Indore, Chennai and Ahmedabad Radio Broadcasting Stations
General
The license agreements between the Company and the Ministry of Information & Broadcasting for the Delhi, Mumbai, Kolkata,
Pune, Indore, Chennai and Ahmedabad radio broadcasting stations (the MIB Agreements) contain substantially similar terms.
Pursuant to the MIB Agreements, the MIB has granted licenses for a period of ten years to the Company to establish, maintain
and operate a radio broadcasting station in each of these cities. All the licenses are non-exclusive and the Indian government
reserves the right to increase the number of centers (i.e. the municipal or corporation or city development areas within which
the licensee operates) and the number of channels available at a particular center at a future date without assigning any reasons.
The licenses are governed by the provisions of the Indian Telegraph Act, 1885, as amended and the Indian Wireless Telegraphy
Act, 1933, as amended as well as any other statute, enactment, ordinance or legislation applicable to broadcasting, which may
come into force.
Term and Renewal
Each license has been granted for a period of 10 years, which is reckoned from the date of issue of the Wireless Operational
License by the WPC. Each of these licenses expires within 10 years from the date of issue of the Wireless Operational License
by the WPC. The period for which the license is granted is fixed and cannot be changed or extended on any ground whatsoever.
Foreign Shareholding Conditions
The licensee should be a company registered in India under the Companies Act. The licenses require that all the shareholding
in the Company should be held by Indians except for the limited portfolio investment by FIIs, NRIs, PIOs and OCBs subject to
ceilings that may be decided by the Ministry of Finance from time to time. The licenses require that there should be no direct
investment in the Company by foreign entities, NRIs and OCBs.
Other Eligibility Conditions
The licenses require that the following eligibility conditions, as well as eligibility conditions set forth in the tender documents,
should also be met during the entire license period:
1.

The Company should not be controlled by a person convicted of an offence involving moral turpitude or who has been
declared or has applied for being declared as an insolvent;

2.

Subsidiaries of the Company and interconnected undertakings in the same centre or companies under the same management
within the same centre will not be eligible for licenses;

3.

The Company should not be a religious body or controlled by a religious body or an associate of a religious body and any
company or body whose objectives are wholly or mainly of a religious nature is not eligible for the grant of a license;

4.

A company whose objectives are wholly or mainly of a political nature or that is affiliated to a political body or a body
corporate, which is an associate of a body corporate controlled, held by, operating in association or controlled by a body of
political nature will not be eligible for the license; and

5.

Any advertising agency or an associate of an advertising agency or any body which is controlled by or associated with an
advertising agency is not eligible for a license.

Technical Parameters
Each license sets forth the technical parameters and standards for transmission and audio quality of service that the licensee
must comply with.
License Fee
The MIB Agreements require the payment to the MIB of an annual fixed license fee of the amount set forth in the schedules to
the MIB Agreements. This license fee must be paid every year in advance within seven days of the beginning of the year failing
which the licensor reserves the right to revoke the concerned license and encash and forfeit the bank guarantee furnished by
the licensee without giving any notice. The licensor may also take any other action under the terms and conditions of the
74

license.
Guarantees
The Company is required to maintain a bank guarantee equivalent to the first years license fees from any scheduled bank till
the expiry of the license period. The licensor may encash the bank guarantee without any notice if the Company fails to deposit
the license fee within seven days of the beginning of each year or if the Company stops service without giving one years
license fees or if it is declared or applies for being declared insolvent or bankrupt.
Transferability
The license is non-transferable. The licensee is not permitted to grant a sub-license or lease the channel or broadcast service in
whole or in part. The licensee is not permitted to either directly or indirectly assign or transfer its right in any manner whatsoever
under the license agreements to any other party or enter into any agreement for a sub-license and/or partnership relating to any
subject matter of the license to any third party either in whole or in part. Any violation of the terms is construed as a breach of
the license agreement and the license shall be terminated immediately.
However, the licensee may, with the prior approval of the licensor, enter into an agreement with a third party to enable such third
party to set up infrastructural and hardware facilities such as tower, transmitter etc. Such permission is not to be in any case
treated as permission to provide the services under the license agreement by such third party on behalf of the licensee.
Modification and Revocation
The terms and conditions of the licenses may be modified or new terms may be incorporated at any time by the licensor, if it is
necessary or expedient to do so, in the opinion of the licensor, in public interest or for security considerations and reasons. No
fresh document is required to be executed in the event of such a change.
The licensor may at any time revoke the license upon the provision of 30 days written notice, after providing a reasonable
opportunity of hearing, upon the breach of any of the terms and conditions herein contained or in default of payment of any
consideration payable as provided in the licenses.
Expropriation
Under the terms of each license, the licensor reserves its right to take over the entire broadcasting station of the licensee in part
or in whole and revoke, terminate, suspend the license in the interest of national security or in the event of national emergency/
war or low intensity conflict or similar situations in public interest as may be declared by the Government of India. The licensor
also reserves the right to direct the licensee to close down the service if the implications of security so require and the licensee
is required to strictly comply with any direction from the Government issued in this regard.
Programme Content and Quality of Broadcast

The licensee is required to ensure that nothing is included in its programme that offends good taste or decency or that is
likely to encourage or incite crime or to lead to public disorder or be offensive to public feelings or morality or that is against
national interest including relations with friendly countries. The licensee is also required to take certain precautions with
respect to religious programmes and ensure that emphasis is given in the programmes to promoting the values of national
integration, religious harmony, scientific temper and Indian culture.

The licensee shall also broadcast public interest announcements as may be required by the central or state government
and a maximum of one hour per day is required to be set aside for this purpose. The licensee is also required to comply with
programme and advertisement codes followed by AIR and any other codes that may come into force.

The licensee is required to ensure that at least 50% of the programmes broadcast by it are produced in India.

The licensee is required to keep the licensor indemnified for any damage, loss or claim occasioned by the broadcast of any
programme by the licensee.

75

Termination

The licensor can terminate the license for default in payment of the license fees or breach of any terms and conditions
contained in the license agreements. Without prejudice to any other remedy for breach of the license conditions, the
licensor may give the licensee notice 30 days prior to terminating the license. In the event of termination or revocation of
the license, the licensee shall not be eligible to apply directly or indirectly for any FM radio station license in future.

The licensor may at any time terminate the license without compensation to the licensee in case the licensee becomes
bankrupt or otherwise insolvent or applies for being adjudicated as insolvent or bankrupt.

If the licensee wishes to surrender the license, it is required to provide one year of advance notice to the licensors as well
as to the listeners of the service and others concerned.

Other Restrictive Covenants

The licensee is not permitted to use any equipment that is identified as unlawful and/or that renders network security
vulnerable.

The licensee is not permitted to carry out networking of local or regional broadcasting services. On special occasions,
networking may be done with the prior approval of the licensor.

The licensee is only permitted to use the channel identity approved by the licensor for the station.

The licensee is not permitted to air broadcasts of news and current affairs and other services that are under the jurisdiction
of the Department of Telecommunication.

All foreign personnel likely to be deployed by way of appointment, contract, consultancy etc. by the licensee for the
installation, maintenance and operation of the licensees services are required to obtain security clearance from the
Government of India prior to their deployment.

The licensee is required to provide the licensor with accounting statements prepared in respect of a financial year or part
thereof and an auditors report on such financial statements along with the licensees annual report within six months from
the close of the financial year.

The licensees in Kolkata, Chennai, Delhi and Mumbai are required to form a consortium and use the same power of
transmitters and co-site their transmitters using common transmission towers.

The licensee is required to own the transmitter.

Dispute Resolution
In the event of any question, dispute or difference arising under the license or in connection thereof, except as to matters, the
decision of which is specifically provided under the license, such questions, disputes or differences shall be referred to the sole
arbitration of the Secretary, Department of Legal Affairs, Government of India or his nominee. Such arbitration proceedings shall
be governed by the Arbitration and Conciliation Act, 1996, as amended and rules made thereunder.
Technical Approvals
Approvals from the Wireless and Planning Co-ordination Wing of the Department of Telecommunication are required to be
obtained for allocation of frequency. In addition, clearance from the Standing Advisory Committee on Radio Frequency Allocation,
or SACFA, is required.

THE PHASE II POLICY

Radio Broadcast Policy Committee Report
Pursuant to an order dated July 24, 2003, the MIB constituted the Radio Broadcast Policy Committee (the Committee) under
the Chairmanship of Dr. Amit Mitra to provide recommendations on the second phase of private FM radio broadcast. The terms
of reference of the Committee included the following:
(a) determining a transparent and effective bidding/auction process to be adopted for allotment of frequencies;
(b) assessment of a viable licensee fee structure for various cities (one time entry fee, fixed license fees, revenue sharing etc.)
76

to be based on clearly defined parameters; and

(c) suggestions regarding extent of foreign equity participation in private FM Broadcasting sector; and
(d) studying the desirability and legal implications of making modifications in licensing regimes of Phase I licenses etc.
The Committee made a series of recommendations, the more significant of which are as follows:
1.

The tender process should be adopted for radio licenses;

2.

There should be migration to an OTEF plus revenue sharing model;

3.

The duration of licenses should be for a period of ten years from the date of grant of the operational license by the WPC and
renewal of the license should be permitted for a further period of five years, subject to the licensees satisfactory performance
and that no default has occurred during the license period;

4.

The number of frequencies that an entity, directly or indirectly, may hold in a particular center should be restricted to the
lower of 3 or 33% of the total licenses available in the center;

5.

Networking should be permitted amongst broadcast stations of the same licensee, but not across licensees and not in the
same city;

6.

The restriction on news and current affairs should be lifted;

7.

Foreign direct investment up to 26% should be permitted in FM broadcasting (in relation to news as well as entertainment);
the equity held by the largest Indian shareholder group should be at least 51% of the equity excluding equity held by public
sector banks and public financial institutions; 75% of the directors of the licensee, the Chief Executive Officer of the
licensee and/or head of the channel and all key executives and editorial staff of the channel should be resident Indians
appointed by the licensee without any reference on or from any other company for all news channels.

8.

A penalty should be imposed on non-operationalisation of awarded licenses within a period of one year from the date of the
award;

9.

Import duty on broadcast equipment should be consistent with duties in the telecommunications sector to make such
imports more viable; and

10. An independent broadcast regulator should be constituted.

TRAI Recommendations on Licensing Issues relating to the Phase II Policy
In August 2004, TRAI provided certain recommendations in connection with the licensing issues relating to the second phase
of private FM radio broadcasting.
Some of the important recommendations made by the TRAI are as follows:
1.

A minimum of two frequencies should be awarded even in small towns to ensure competition and a variety of programming;

2.

Co-location of FM transmitters should be mandated in metropolitan cities and done through an integrating agency selected
by the MIB;

3.

Data broadcasting should be permitted;

4.

Migration should be permitted;

5.

Import duty on broadcast equipment should be brought in line with that in the telecommunications sector to make such
imports more viable; and

6.

The Government should formulate a policy on uplinking of satellite radio channels as well as a down linking process.

Policy on Expansion of FM Radio Broadcasting Services Through Private Agencies (Phase II) (the Phase II Policy) issued
by Ministry of Information and Broadcasting, Government of India on July 13, 2005
After taking into consideration the recommendations of the Committee and TRAI, the MIB issued the Phase II Policy on July 13,
2005. The objectives of Phase II Policy include attracting private agencies to supplement and complement the efforts of AIR by
operationalising radio stations that provide programs with local content and relevance, improve the quality of fidelity in reception

77

and generation and encouraging participation by local talent and generating employment.
The important features of the Phase II Policy are as set forth below:
1.

Permission shall be granted to private agencies on the basis of the OTEF quoted by the bidders. The reserve OTEF limit for
each city shall be 25% of the highest valid bid in that city and all bids below the reserve OTEF limit shall be summarily
rejected.

2.

Only entities that satisfy certain eligibility criteria are permitted to bid for and obtain licenses in the Phase II licensing
process. The eligibility process consists of two rounds, with the first being a pre-qualification round. Only successful
bidders in the pre-qualification round can proceed to the next round consisting of financial bids for specific channels in
different cities. Subject to certain financial and other parameters, only companies registered under the Companies Act are
eligible for bidding and obtaining permission for FM radio channels. These criteria include a minimum net worth criteria.

3.

Every pre-qualified applicant may apply for allotment of only one channel in each city through a separate financial bid for
payment of the OTEF for each channel and each such financial bid shall be accompanied with a demand draft equal to 50%
of the financial bid and an unconditional and irrevocable performance bank guarantee for the same amount, valid for one
year from the date of closure of the bidding process.

4.

Every successful bidder will be asked to deposit the balance 50% of its financial bid through a demand draft within a period
of seven days of being declared a successful bidder.

5.

Upon the deposit of the balance 50% of the bid amount and fulfillment of other eligibility conditions, the successful bidder
will be issued a letter of intent to enable the bidder to obtain frequency allocation, SACFA clearance, achieve financial
closure and appoint all key executives and enter into necessary agreements with other agencies and comply with other
requirements for signing the Grant of Permission Agreement within a period of nine months from the date of issue of the
letter of intent.

6.

Fee and Duration:

6.1 An annual fee shall be charged at the rate of 4% of gross revenue for the year or at the rate of 10% of the reserve OTEF
limit for the concerned city, whichever is higher. The first year from the date of signing of the Grant of Permission
Agreement shall be reckoned as the commissioning period and the first years fee shall become payable from the date
of operationalisation of the channel or expiry of one year from the date of signing of the Grant of Permission Agreement,
whichever is earlier.
6.2 From the second year, the permission holder shall pay an advance license fee on the basis of 4% of the gross revenue
share of the first year or 10% of the reserve OTEF, whichever is higher, within the first fortnight of each quarter and the
balance by September 30 of each year.
6.3 Gross revenue shall be calculated on the basis of billing rates, which shall include discounts, if any, given to advertisers
and any commissions paid to advertising agencies; barter advertising contracts shall also be included in the gross
revenues of either licensee on the basis of their respective billing rates.
6.4 Every permission holder shall furnish a bank guarantee for the amount of the annual fee calculated on the basis of the
reserve OTEF formula and shall maintain its validity throughout the currency of the payment.
6.5 Every permission holder shall maintain separate financial accounts for each channel and these accounts shall be
audited by chartered accountants.
6.6 Every permission under the Phase II Policy shall be valid for a period of ten years from the date of operationalisation of
the channel and there shall be no provision for its extension; at the appropriate time, the Government shall determine
the procedure for issue of fresh permissions and no concessional treatment shall be afforded to permission holders in
the allotment of channels thereafter.

7.

Every entity shall be allowed to run only one channel per city provided the total number of channels allocated to one entity
is within an overall limit of 15% of all allocated channels in the country.

8.

Foreign Investment:
8.1 Total foreign investment, including foreign direct investment, foreign direct investment by OCBs/NRIs/PIOs etc.,

78

portfolio investments by FIIs (within limits prescribed by RBI) and borrowings, if carrying conversion options, is
permitted only to the extent of not more than 20% of the paid up equity in the entity holding a permission for a radio
channel. This shall be subject to the following additional conditions:
(i)

one Indian individual or company should own more than 50% of the paid up equity excluding the equity held by
banks and other lending institutions;

(ii) the majority shareholder should exercise management control over the applicant entity;
(iii) the entity should only have resident Indians as directors on the board; and
(iv) all the key executive officers of the entity should be resident Indians.
8.2 If during the currency of the permission period, Governments policy on FDI/FII is modified, the permission holders
shall be obliged to conform to the revised guidelines within a period of six months from the date of such notification.
8.3 No permission holder shall be permitted to change the ownership pattern of the company through transfer of shares
of the major shareholders without the written permission of the MIB and such permission shall not be granted for a
period of 5 years from the date of operationalisation of the permission, subject to the condition that new shareholders
conform to all the prescribed eligibility criteria.
9.

Cross Media Ownership:

If during the permission period, the Governments policy on cross media ownership is announced, the permission holder
shall be obliged to conform to the revised guidelines within a period of six months from the date of such notification, failing
which it shall be treated as non-compliance with the Grant of Permission Agreement and the permission holder shall be
liable for punitive action. However, if the permission holder is not in a position to comply with the cross media restrictions
for bona fide reasons to the satisfaction of the MIB, the permission holder will be given the option of furnishing one months
exit notice and the entry fee for the remaining period, to be calculated on a pro rata basis, shall be refunded to the
permission holder.

10. No news and current affairs programs are permitted under the Phase II Policy.
11. Every permission holder shall follow the AIR Program and Advertising Code as amended from time to time. In the event of
the government announcing the setting up of a Broadcast Regulatory Authority, the permission holder shall be obliged to
conform to the revised guidelines.
12. No permission holder shall use brand names or owners names or corporate group names to identify its channel to gain
commercial advantage over other permission holders.
13. Each permission holder shall operationalise the channel within 18 months of the date of signing of the Grant of Permission
Agreement, failing which the permission will be revoked, and permission holder shall be debarred from allotment of
another channel in the same city for a period of five years from the date of such revocation. The frequency so released will
be allotted to a fresh successful bidder. The MIB may also revoke the permission if the channel is closed down for more
than six months for whatever reason.
14. No two entities shall be permitted to network any of their channels in any category of cities and any entity shall be
permitted to network its own channels only in C and D category cities within a region only.
15. As per the Tender Document (as defined hereinafter), it shall be mandatory for all operators to co-locate transmission
facilities in all the 91 cities on terms and conditions to be prescribed separately. In 84 cities, the facilities will be co-located
on existing AIR/Doordarshan towers, while in the remaining 7 cities, new towers shall be constructed by the MIB, through
Broadcast Engineering Consultants India Limited (BECIL). BECIL shall act as the system integrator for providing common
transmission infrastructure and will help the letter of intent or permission holders to obtain SACFA clearance and frequency
allocation on prescribed terms and conditions. However, in Mumbai, since co-location was not provided due to technical
reasons during Phase I, pending creation of co-location by BECIL, the Government has permitted individual towers for a
period of two years or till co-location is commissioned by BECIL after Phase II bidding.
16. In the event of any question, dispute or difference arising under the Grant of Permission Agreement (except as to a matter
the decision of which is specifically covered under the Grant of Permission Agreement), the same shall be referred to the
sole arbitration of the Secretary, Department of Legal Affairs or his nominee. The Arbitration and Conciliation Act, 1996, as
79

amended, shall be deemed to apply to the arbitration proceedings.

17. Licensees of the Phase I Policy, who have actually operationalised their channels, would be given the option to migrate to
the Phase II Policy regime by exercising their initial option by the prescribed date, to automatically migrate to the Phase II
Policy or continue under Phase I or surrender their license within one months notice. Automatic migration shall be considered
for only those license holders of Phase I who have actually operationalised their channels, provided they have paid all their
dues from the due date to the cut-off date and are not in default of any license conditions till the date of such migration.
Invitation for Pre-Qualification Bids for expansion of FM Radio Broadcasting Services through Private Agencies (Phase II)
(the Tender Document)
Pursuant to Tender No. 212/14/2005 FM, issued by the MIB on September 21, 2005, the MIB has invited sealed prequalification bids in prescribed forms for the expansion of FM radio broadcasting services under Phase II Policy. According to the
Tender Document, a total of 338 channels in 91 cities across India are being made available for bidding by Indian private
companies subject to the terms and conditions laid down in the Tender Document. Also, as per the said Tender Document, the
bid for private FM radio stations shall comprise of pre-qualification (State I) with November 7, 2005 (extended until November
11, 2005) as the deadline and after-qualification (Stage II) for financial bid, which shall be submitted and opened between
January 6, 2006 and February 3, 2006.
The Tender Document also lays down detailed terms and conditions regarding:
(i)

eligibility conditions, evaluation process and grant of permission; and

(ii) conditions for permission for operating FM radio broadcasting services in accordance with the Phase II Policy.
The Tender Document, in some respects, modifies the Phase II Policy.
Press Note 6 (2005 Series) issued by the Government of India, Ministry of Commerce & Industry, Department of Industrial
Policy & Promotion, SIA (FC) Divison.
Pursuant to Press Note No. 6 (2005 Series), dated November 15, 2005, the Ministry of Commerce & Industry, Department of
Industrial Policy & Promotion has permitted foreign investment, including foreign direct investment, NRI and PIO investments
and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio broadcasting services,
subject to such terms and conditions as specified from time to time by the MIB. By a letter dated November 28, 2005, the RBI
has confirmed to us that pursuant to Press Note No. 6, foreign investment, including foreign direct investment, NRI and PIO
investments and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio broadcasting
services is permitted. Amendments to the FEMA Regulations to reflect the policy changes notified pursuant to Press Note No.
6 are awaited. Investors should also refer to the section titled Foreign Investment Restrictions under the Phase II Policy at
page 222 of this Prospectus.

80

HISTORY AND OTHER CORPORATE MATTERS

HISTORY AND BACKGROUND OF OUR COMPANY:
Our Company was incorporated under the name of Entertainment Network (India) Limited pursuant to a Certificate of
Incorporation No. 11-120516 dated June 24, 1999 issued by the Registrar of Companies, Maharashtra and the Certificate of
Commencement of Business issued by the said Registrar of Companies date August 2, 1999.
Pursuant to a resolution passed in the meeting of our Board on June 3, 2000 the Registered Office of our Company was shifted
from 22, Ashoka Apartments, Napean Sea Road, Mumbai 400 006 to The Times of India Building, Dr. D. N. Road, Mumbai 400
001. Further vide a resolution passed in the meeting of our Board on May 29, 2003 the Registered Office of our Company was
further shifted to 4th Floor, Matulya Centre, A- Wing, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013.

OUR CORPORATE STRUCTURE

Our Company

M r.A .P.Parigi
M .D /C EO

M r.Farid K ureshi
Executive V ice
President/Business
H ead Tim es O O H

M r.A nilFernandes
V ice PresidentLegal
and Com pany
Secretary

M r.H arvinderjit
Singh Bhatia
ChiefFinancial
O fficer

M r.Tapas Sen
Executive V ice
PresidentProgram m ing

M r.Prashant
Panday
D eputy Chief
Executive O fficer

C ol.(R etd.)
N ataraja
Thiagarajan
ChiefTechnical
O fficer

M r.R aviN arula

Executive V ice
PresidentRegulatory
A ffairs

M r.G .Sharath
C handra
Executive V ice
PresidentM arketing

M r.Prasad
Sw am inathan
V ice President,
People Innovation

HISTORY AND MAJOR EVENTS

Year

Event

October 2001

Launched our radio broadcasting station in Indore.

December 2001

Launched our radio broadcasting station in Ahmedabad.

April 2002

Launched our radio broadcasting station in Mumbai.

May 2002

Launched our radio broadcasting station in Pune.

December 2002

Investment by DHHL in our Company.

April 2003

Launched our radio broadcasting station in Delhi.

May 2003

Launched our radio broadcasting station in Kolkata.

May 2003

Launched our radio broadcasting station in Chennai.

October 2005

Reduction of capital and set off of losses against the share capital and the securities premium
account.

81

October 2005

Sale of DHHLs shareholding in the Company to BCCL.

October 2005

Incorporation of our subsidiary Times Innovative Media Private Limited.

October 2005

Transfer of the 3600 and OOH Media businesses from TIML to TIMPL.

January 2006

On January 6, 2006, we bid successfully for licenses for the cities of Bangalore, Hyderabad, Nagpur,
Kanpur, Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the successful bidders for
licenses for the cities of Jalandhar and Varanasi. On January 20, 2006 we were the only successful
bidder for the license for the city of Patna. On January 27, 2006, we were among the successful
bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot,
Raipur and Vadodara. We have yet to enter into grant of permission agreements for these nineteen
cities.

Changes in Registered Office of our Company

The table below shows the changes in the Registered Office since incorporation:
Previous Address

New Address

Reasons for Change in Office Date of Change

22, Ashoka Apartments,

Napean Sea Road,
Mumbai 400 006

The Times of India Building,

Dr. D.N. Road,
Mumbai 400 001

Shifting of our office due to

inadequacy of space.

June 3, 2000

The Times of India Building,

Dr. D.N. Road,
Mumbai 400 001

4th Floor, Matulya Centre,

A- Wing, Senapati Bapat Marg,
Lower Parel (West),
Mumbai - 400 013

Shifting of operational office

due to inadequacy of space.

May 29, 2003

The requisite Form 18 for the shifting of the Registered Office was duly filed with the Registrar of Companies on both the
occasions.

MAIN OBJECTS OF THE COMPANY

The main objects of our Company as contained in our Memorandum of Association are as set forth below:
1.

To purchase or otherwise acquire and takeover as a going concern, all such businesses as may be in conformity with the
objects of the Company carried on by any Body Corporate whether in India or abroad, and all or any of the assets of the
business and with a view thereto to enter into and carry into effect with or without modification(s), any agreements,
memorandums of understanding (MOUs), letters of arrangements and such other necessary documents;

2.

To exhibit, cause to exhibit, telecast, cause to telecast, video films, advertising films, commercial films, television serial
films, and sponsored programmes of all descriptions and natures, and to set up studios, colour photolabs and processing
laboratories, to purchase, buy, sell, import, export, assemble, produce, manufacture, install, repair, hire, rent-out, develop,
service, maintain, exchange, alter, distribute, take agency, lease out or give on hire purchase systems, systems of all types
of audio and video, video equipments, cassettes, films, films components and instruments, cameras, and other related
equipments such as televisions and radios, to record, cause to record, get franchise, licences, copyrights, trademarks for
video and audio films;
*2(a).

To own, establish, manage and operate Radio Broadcast Station(s), subject to necessary governmental approvals,
allotment of frequency, licence(s) on FM/MW/SW/AM, if any, anywhere in India or out of India, including but not
limited to digital broadcast, web broadcast, satellite broadcast and broadcast by any medium now known or that
may be developed in the future and to produce talk shows, promos, jingles, capsules, serials, program, software,
advertisements etc., and to sell and/or trade in content, programmes, software either produced by the Company
or outsourced; and to set up transponders to broadcast/narrowcast programmes subject to necessary approvals,
and to broadcast/narrowcast television programmes by hiring, leasing, buying transponders on satellites and also
to carry on, subject to the necessary government and other approvals, the activities or businesses of broadcasters
of sound and/or audio-visual recordings and cable and wireless communications, to trade in licenses issued by the

82

Government / Authorities, to manufacture, produce, market, distribute, act as authorised agents, stockists, dealers,
exporters, importers, traders, commission agents, facilitators, inter alia for celebrities, models, multimedia products,
kits, instruments and various media communication instruments, provide services as satellite channel operators,
cable operators, direct to home services and such other services and establish work, manage, sell, hire out and
maintain satellite channel television networks, cable television networks, direct to home networks, exchanges,
offices, radio and television receiving and transmitting stations, electronic, satellite and other systems of
communications whether consisting of sounds, visual images, electrical impulses or otherwise;
*2(b).

To undertake and carry on the business of, engage into the activities related to conception, visualization, creation,
production, publication, distribution, carriage of content, marketing, exhibiting or cause to exhibit, telecast, broadcast
by any medium now known or that may be developed in the future, providing, selling, importing, exporting,
licensing, dealing in content, program and software of all types and kinds including news, current affairs, audio
content, video content, movies, video films, commercial films, serials, sponsored programmes, advertisement,
films, advertisement jingles, advertisement artwork, program, software for broadcasting on radio, internet radio,
digital radio, satellite radio, terrestrial broadcast, television channels, cable television channels, satellite television
channels, movies, internet, audio cassettes, video cassettes, DVDs, compact discs in India and abroad and to
own, establish, manage, operate, purchase, buy, sell, acquire, assemble, install, hire, lease out, give on hire,
develop, maintain, exchange, alter, modify, set up and manage all types of studios, opera houses, television
channels, indoor and outdoor stadiums, amusement or theme parks, cinemas, multiplexes, audio and video
systems, cameras, shooting equipments, recording equipments, cassettes, compact discs, DVDs, colour photo
laboratories, processing laboratories, offices, computers, office equipments, furniture, fixtures, vehicles in India
and abroad and all matters connected and incidental thereto and also to undertake and carry on the business of and
engage into the activities related to conception, visualization, creation, management, organizing, co-ordinating,
selling, distributing musical events, sports events, cultural events, stage shows, performances, exhibitions, melas
and events for any of theme, celebrity concerts, celebrity meeting and conferences, premier and/or other shows
of movies or content based on movies either on television channels or in cinema halls, contests, quizzes, game
shows, reality shows, on line lotteries in India and abroad and to provide facilities and services to all types of media
events including billboards, hoardings, posters, neon signs, laser beaming and other outdoor and indoor
advertisement and promotion, co-ordinating sponsors, generating audiences and viewers, maintaining information
and data in physical or electronic form about various categories of programmes, audience, viewers, maintaining
data and call centers to commercially use the available data in various forms and to engage in other activities
related to all kinds of media in India and abroad and also to create, build, purchase, acquire, hold, license, transfer,
assign in India, and abroad various brands, trade or merchandise marks, copyrights and other intellectual property
rights in content developed by the Company or for the purpose of developing content and otherwise for the
business of the Company.

* Amended by insertion pursuant to a special resolution of the shareholders passed at the Extra-ordinary General Meeting held
on November 21, 2003.
The object clause of the Memorandum of Association of our Company enables us to undertake activities for which funds are
being raised in this Issue. The existing activities of our Company are in accordance with the object clause of our Memorandum
of Association.

CHANGES IN MEMORANDUM OF ASSOCIATION

Date of Shareholders
Approval

Changes in the Memorandum of Association

June 16, 2000

The existing Clause V of the Memorandum of Association of the Company relating to share capital
was altered by deleting the same and substituting the following new Clause V: The authorised capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crores only) divided in
2,00,00,000 (Two Crores) Equity Shares of Rs. 10 (Rupees Ten Only) each, subject to being increased
or reduced as hereinafter provided and in accordance with the regulations of the Company and the
legislative provisions for the time being in force. Subject to the provisions of the said Act, the
shares in the capital of the Company for the time being whether original or increased or reduced
83

may be divided into classes, with any preferential or other rights, privileges, conditionsor restrictions
attached thereto, whether in regard to dividend, voting, return on capital or otherwise.
September 3, 2001

The existing Clause V of the Memorandum of Association of the Company relating to share capital
was altered by deleting the same and substituting the following new Clause V: The Authorised Capital of the Company is Rs. 45,00,00,000 (Rupees Forty Five Crores only) divided
in 4,50,00,000 (Four Crores and Fifty Lakhs) Equity Shares of Rs. 10 (Rupees Ten Only) each,
subject to being increased or reduced as hereinafter provided and in accordance with the regulations
of the Company and the legislative provisions for the time being in force. Subject to the provisions
of the said Act, the Board of Directors may divide the share capital, whether original or increased or
reduced may be divided into classes, with any preferential or other rights, privileges, conditions, or
restrictions attached thereto, whether in regard to dividend, voting rights, return on capital or
otherwise.

September 9, 2002

The existing Clause V of the Memorandum of Association of the Company relating to share capital
was altered by deleting the same and substituting the following new Clause V:The authorised capital of the Company is Rs. 120,00,00,000 (Rupees One Hundred Twenty Crores
only) divided into 12,00,00,000 (Twelve Crores) Equity Shares of Rs. 10 (Rupees Ten Only) each,
subject to being increased or reduced by the Board of Directors in accordance with the regulations
of the Company and the legislative provisions for the time being in force. Subject to the provisions
of the said Act, the Board of Directors may divide the share capital, whether original or increased or
reduced into classes, with any preferential or other rights, privileges, conditions or restrictions
attached thereto, whether in regard to dividend, voting rights or otherwise.

November 21, 2003

The object clause of the Memorandum of Association of the Company be altered by inserting the
following new clause 2(a) and clause 2(b) after the existing Clause 2 thereof:
2(a) To own, establish, manage and operate Radio Broadcast Station(s), subject to necessary
governmental approvals, allotment of frequency, licence(s) on FM/MW/SW/AM, if any,
anywhere in India or out of India, including but not limited to digital broadcast, web broadcast,
satellite broadcast and broadcast by any medium now known or that may be developed in the
future and to produce talk shows, promos, jingles, capsules, serials, program, software,
advertisements etc., and to sell and/or trade in content, programmes, software either produced
by the Company or outsourced; and to set up transponders to broadcast/narrowcast
programmes subject to necessary approvals, and to broadcast/narrowcast television
programmes by hiring, leasing, buying transponders on satellites and also to carry on, subject
to the necessary government and other approvals, the activities or businesses of broadcasters
of sound and/or audio-visual recordings and cable and wireless communications, to trade in
licenses issued by the Government/ Authorities, to manufacture, produce, market, distribute,
act as authorised agents, stockists, dealers, exporters, importers, traders, commission agents,
facilitators, inter alia for celebrities, models, multimedia products, kits, instruments and various
media communication instruments, provide services as satellite channel operators, cable
operators, direct to home services and such other services and establish work, manage, sell,
hire out and maintain satellite channel television networks, cable television networks, direct
to home networks, exchanges, offices, radio and television receiving and transmitting stations,
electronic, satellite and other systems of communications whether consisting of sounds,
visual images, electrical impulses or otherwise;
2 (b) To undertake and carry on the business of, engage into the activities related to conception,
visualization, creation, production, publication, distribution, carriage of content, marketing,
exhibiting or cause to exhibit, telecast, broadcast by any medium now known or that may be
developed in the future, providing, selling, importing, exporting, licensing, dealing in content,
program and software of all types and kinds including news, current affairs, audio content,
84

video content, movies, video films, commercial films, serials, sponsored programmes,
advertisement, films, advertisement jingles, advertisement artwork, program, software for
broadcasting on radio, internet radio, digital radio, satellite radio, terrestrial broadcast, television
channels, cable television channels, satellite television channels, movies, internet, audio
cassettes, video cassettes, DVDs, compact discs in India and abroad and to own, establish,
manage, operate, purchase, buy, sell, acquire, assemble, install, hire, lease out, give on hire,
develop, maintain, exchange, alter, modify, set up and manage all types of studios, opera
houses, television channels, indoor and outdoor stadiums, amusement or theme parks,
cinemas, multiplexes, audio and video systems, cameras, shooting equipments, recording
equipments, cassettes, compact discs, DVDs, colour photo laboratories, processing laboratories,
offices, computers, office equipments, furniture, fixtures, vehicles in India and abroad and all
matters connected and incidental thereto and also to undertake and carry on the business of
and engage into the activities related to conception, visualization, creation, management,
organizing, co-ordinating, selling, distributing musical events, sports events, cultural events,
stage shows, performances, exhibitions, melas and events for any of theme, celebrity concerts,
celebrity meeting and conferences, premier and/or other shows of movies or content based
on movies either on television channels or in cinema halls, contests, quizzes, game shows,
reality shows, on line lotteries in India and abroad and to provide facilities and services to all
types of media events including billboards, hoardings, posters, neon signs, laser beaming and
other outdoor and indoor advertisement and promotion, co-ordinating sponsors, generating
audiences and viewers, maintaining information and data in physical or electronic form about
various categories of programmes, audience, viewers, maintaining data and call centers to
commercially use the available data in various forms and to engage in other activities related
to all kinds of media in India and abroad and also to create, build, purchase, acquire, hold,
license, transfer, assign in India, and abroad various brands, trade or merchandise marks,
copyrights and other intellectual property rights in content developed by the Company or for
the purpose of developing content and otherwise for the business of the Company
Clause 47 of the incidental and ancillary objects of the Memorandum of Association of the Company
was replaced by the following Clause 47 which shall read as follows:
47. To adopt such means of making known the business of the Company as well as the property or
properties, assets and effects of the Company as may seem expedient and in particular by
advertising in the press by circulars, by purchase and exhibition of works of art or interest, by
broadcasting by cable, satellite, internet, sky writing, bill boards, hoardings, pictures, motion
and talkies, cinematographic films, telecasting, televisions, publication of books and periodicals,
by granting prizes, rewards and donations, by conducting, organizing, managing, facilitating or
acting as an interface for auctions, varied types of contests, melas, jamboree, carnival, parades,
pageants, sales, exhibitions, shows, sponsoring events or any other activity associated with
the Company and / or its brand (s), category, segment, etc.

Raising of Long Term Debt

Except as disclosed in this Prospectus, we have not availed any long term borrowings from any banks or financial institutions.
The borrowing powers of our Company are as prescribed in our Articles of Association. For further details please refer to the
Borrowing Powers of our Directors in the chapter titled Our Management on page 86 of this Prospectus:

Raising of Equity
For details in relation to the raising of equity, please refer to chapter titled Capital Structure on page 19 of this Prospectus.

85

OUR MANAGEMENT
BOARD OF DIRECTORS
S.
No.

Name, Designation, Fathers Name,

Address and Occupation

Nationality Age
(in years)

Details of other Directorships

1.

Mr. A. P. Parigi
Managing Director and
Chief Executive Officer

Indian

56 years

1. Times Internet Limited;

2. Times Online Money Limited;
3. Times Infotainment Media Limited
(Managing Director and Chief Executive
Officer);
4. Worldwide Media Limited;
5. Times Innovative Media Private Limited;
and
6. Fabwoman.com Infotech Private Limited.

Indian

53 years

1. Bennett, Coleman & Co. Limited;

2. Times Infotainment Media Limited; and
3. Times Journal India Private Limited.

Indian

55 years

1. Indchem Software Technologies Limited;

2. The India Cements Limited;
3. SilkRoute Indchem Limited;
4. Bharti Tele-Ventures Limited;
5. MRF Limited;
6. Ennore Port Limited;
7. eG Innovations Private Limited;
8. autopartsasia Private Limited;
9. eG Innovations Pte Limited;
10. Madhura Kumar Properties Private
Limited
11.Young Soft Private Limited;
12.Madhuram Narayanan Centre for
Exceptional Children;
13.Cubbon Road Properties Private Limited;
14.iSkills (India) Private Limited;
15.The Music Academy; and
16.Madras Cricket Club.

S/o Late Mr. Parigi Krishna Rao.

Flat No. 51, 5th Floor, Tahnee Heights
CHS Limited, 66 Napean Sea Road,
Mumbai 400 036.
Term: 4 years (August 1, 2005
to July 31, 2009)
Occupation: Professional Manager.
2.

Mr. Ravindra Dhariwal

Non-Executive Director
S/o Mr. Rikhab Chand Dhariwal.
Aashray Farm, Khasara No. 1523,
Asola Village, New Delhi 110 030.
Term: Liable to retire by rotation
Occupation: Executive.

3.

Mr. N. Kumar
Non-Executive and Independent Director
S/o. Mr. K.S. Narayanan
No. 1, George Avenue, Chennai - 18
Term: Liable to retire by rotation
Occupation: Industrialist.

86

S.
No.

Name, Designation, Fathers Name,

Address and Occupation

Nationality Age
(in years)

Details of other Directorships

4.

Mr. Deepak M. Satwalekar

Non-Executive and Independent Director

Indian

1. HDFC Standard Life Insurance Company

Limited (Managing Director and Chief
Executive Officer);
2. Housing Development Finance
Corporation Limited;
3. HDFC Investments Limited;
4. Franklin Templeton Asset Management
(India) Private Limited;
5. Infosys Technologies Limited;
6. HDFC Holdings Limited;
7. Asian Paints (India) Limited;
8. Nicholas Piramal India Limited; and
9. Arvind Mills Limited.

57 years

S/o. Mr. Madhav Shripad Satwalekar

9, Nutan Alka Co-operative
Housing Society, Relief Road,
Santacruz (West), Mumbai 400 054
Term: Liable to retire by rotation
Occupation: Managing Director
and Chief Executive Officer (Service).

BRIEF BIOGRAPHY OF OUR DIRECTORS

Mr. A. P. Parigi, Managing Director and CEO
Mr. A. P. Parigi, 56 years, our Managing Director and Chief Executive Officer, holds a Masters degree in business administration
from the Faculty of Management Studies, University of Delhi and he also holds a Bachelors degree in Economics and a Masters
degree in Sociology from the Delhi School of Economics. Mr. Parigis role and responsibilities include spearheading the Times
Groups foray into FM radio broadcasting, event management, out-of-home advertising and filmed entertainment. Mr. Parigi
lead manages businesses and brands like Radio Mirchi, 360 Degrees and Times OOH Media. Mr. Parigi is also the Managing
Director and CEO of Times Infotainment Media Limited, which is also a subsidiary of BCCL and one of our Promoters. In the last
3 decades he has held senior positions in various industries, including telecom. Prior to joining the Times Group Mr. Parigi was
the CEO of BPL Mobile, Mumbai. Hes been an active member of the Confederation of Indian Industry (CII) and Federation of
Indian Chambers and Commerce Industry (FICCI). Mr. Parigi is also the Managing Director and Chief Executive Officer of TIML,
our Promoter. His total annual remuneration from the Company during fiscal 2005 was Rs. 10.2 million.
Mr. Ravindra Dhariwal, Non-Executive Director
Mr. Ravindra Dhariwal, 53 years, is a B.Tech (Chemical Engineering) from the Indian Institute of Technology, Kanpur and also
holds a Post Graduate Diploma in Management (Marketing and Finance) from the Indian Institute of Management, Calcutta. Mr.
Dhariwal is also the Executive Director of BCCL. Prior to this Mr. Dhariwal was the Vice President, Franchise, South East Asia.,
PepsiCo International. During his illustrious career Mr. Dhariwal has held various positions at Hindustan Lever Limited, Rexona
Prop. Limited, Pepsi Foods Industries and PepsiCo International.
Mr. N. Kumar, Non-Executive and Independent Director
Mr. N. Kumar, 55 years, Non-Executive and Independent Director is an electronics and communications engineer from the
College of Engineering, Anna University. Mr. N. Kumar is the Vice-Chairman of the Sanmar Group. Mr. N. Kumar is also the
Chairman of Silk Route Indchem Limited, a joint venture with Silk Route, Singapore. He is also the Honorary Consul General of
Greece in Chennai. Mr. Kumar is also the Honorary Business Representative of the International Enterprise Singapore (formerly
Singapore Trade Development Board). As a spokesman of Industry and Trade, Mr. Kumar was a Past-President of
Confederation of Indian Industry, a leading industrial body, and has participated in various other apex bodies.
Mr. Deepak M. Satwalekar, Non-Executive and Independent Director
Mr. Deepak M Satwalekar, 57 years, our Non-Executive and Independent Director, holds a B.Tech degree from the Indian
Institute of Technology, Bombay and holds a Masters degree in business administration from the American University, Washington
DC. Mr. Satwalekar has been the Chief Executive Officer of HDFC Standard Life Insurance Company Limited since 2000. Prior
87

to that, he was the Managing Director of Housing Development Finance Corporation Limited since 1993. He has been a
consultant to the World Bank, the Asian Development Bank, the United States Agency for International Development (USAID)
and the United Nations Centre for Human Settlements (HABITAT). He is actively involved in various committees of the
Bombay Chamber of Commerce and Industries and the CII and is also a Director on the boards of several other companies.

BORROWING POWERS OF DIRECTORS

The Articles of Association of our Company authorises the board to borrow, the extract of which is as follows:
Borrowing Powers
105. Subject to the provisions of Sections 58A, 292 and 293 of the Act, the Board may, from time to time at its discretion by a
resolution passed at a meeting of the Board, accept deposit from members either in advance of calls or otherwise and generally
raise or borrow or secure the repayment of any sum or sums of money for the purposes of the Company. Provided, however,
where the moneys to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the
Companys bankers in the ordinary course of the business) exceed the aggregate of the paid up capital of the Company and its
free reserves (not being reserves set apart for any specific purpose) the Board shall not borrow such moneys without the
consent of the Company in General Meeting. Subject to the provisions of the Act and of these Articles, the Board may, from
time to time at its discretion, by a resolution passed at a meeting of the Board, receive deposits from its members, directors or
their relatives and receive loans from its members, either in advance of call or otherwise, and generally raise or borrow money
either in India or abroad by way of loans, overdrafts, cash credit or by issue of bonds denominated in various currencies,
debentures or debenture stock with or without any option attached to it (perpetual or otherwise), commercial paper or in any
other manner, from any bank, financial institution, company, Government or any authority or any other body for the purpose of
the Company and may secure the payment of any sums of money so received, raised or borrowed.
106. Subject to the provisions of Article 105 hereof, the payment or repayment of moneys borrowed as aforesaid may be
secured in such manner and upon such terms and conditions in all respects as the Ordinary Resolution shall prescribe including
by the issue of debentures or debenture-stock of the Company, charged upon all or any part of the property of the Company
(both present and future), including its uncalled capital for the time being and debentures, debenture-stock and other securities
may be made assignable free from any equities between the Company and the person to whom the same may be issued.
Further, pursuant to an ordinary resolution passed at the EGM held on November 5, 2005 of our Company, our Directors were
authorised to borrow money(s) in excess of the aggregate amount of paid up share capital and free reserves of our Company
from time to time subject to an amount not exceeding Rs. 5,000 million pursuant to section 293(1)(d) of the Companies Act.

SHAREHOLDING OF OUR DIRECTORS

As per our Articles, our Directors are not required to hold any Equity Shares in our Company. Save and except as below, our
Directors do not hold any Equity Shares in our Company as on the date of filing of this Prospectus.
S. No.

Names of our Directors

Mr. A. P. Parigi

No. of Equity Shares

319,000

INTEREST OF PROMOTERS, DIRECTORS AND SIGNIFICANT SHAREHOLDERS

All Directors of our Company may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings of the Board or a Committee thereof as well as to the extent of other remuneration, reimbursement of expenses
payable to them under our Articles of Association. The whole time directors will be interested to the extent of remuneration
paid to them for services rendered by them as officers or employees of our Company. All our directors may also be deemed to
be interested to the extent of equity shares, if any, already held by them or their relatives in our Company, or that may be
subscribed for and allotted to them, out of the present Issue in terms of the Prospectus and also to the extent of any dividend
payable to them and other distributions in respect of the said equity shares.

88

CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Sr. No.

Name of the Director

Date of Joining

Date of Resignation

1.

Mr. Ranjan Garg

First Director

December 31, 2002

2.

Mr. Arun Kumar Bahl

First Director

December 31, 2002

3.

Mr. Bhaskar Das

First Director

December 31, 2002

4.

Mr. Vineet Jain

July 14, 2000

June 29, 2001

5.

Mr. Arun Arora

July 14, 2000

October 31, 2005

6.

Mr. A. P. Parigi

July 14, 2000*

7.

Mr. Probal Ghosal

July 14, 2000

November 7, 2005

8.

Mr. Pradeep Guha

August 6, 2001

January 12, 2005

9.

Mr. Ravi Dhariwal

December 31, 2002

10.

Mr. Vijay Jindal

December 31, 2002

October 25, 2005

11.

Mr. Alain Fontaine

January 15, 2003

November 14, 2003

12.

Mr. Manoj Thakur

January 15, 2003

January 5, 2004

13.

Mr. Frdric Beauvais

November 21, 2003

October 25, 2005

14.

Mr. Mahendra Swarup

October 14, 2004

October 25, 2005

15.

Mr. N. Kumar

November 5, 2005

16.

Mr. Deepak M. Satwalekar

November 5, 2005

* Mr. A.P. Parigis term expired on July 31, 2005. It has been renewed for an additional four years from August 1, 2005 to July 31,
2009.

CORPORATE GOVERNANCE
The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance and
the SEBI Guidelines in respect of corporate governance will be applicable to our Company immediately upon the listing of our
Companys Equity Shares on the Stock Exchanges. Our Company undertakes to adopt the corporate governance code as per
Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges prior to listing. Our Company undertakes to
comply with such provisions, including with respect to the appointment of independent directors to its Board and the constitution
of the Audit Committee, the Remuneration/Compensation Committee and the Share Transfer and Investor Grievance Committee.
However, at present the following committees have been formed:

Audit Committee
We have an Audit Committee, which has been constituted pursuant to provisions of the Companies Act. The Audit Committee
was approved and constituted and formed by a meeting of the Board of Directors held on March 31, 2001. The Audit Committee
shall be reconstituted in accordance with the provisions of Clause 49 of the Listing Agreement prior to listing.
The terms of reference of the Audit Committee are as follows:
1.

to oversee the Companys financial reporting process and to ensure that the financial statements are correct, sufficient and
credible;

2.

to recommend appointment or removal of statutory auditor and to recommend remuneration payable to the auditors;

3.

to review with management the financial statements before the board in the context of change in accounting policies,

89

qualifications in the audit repost, compliance of accounting standards, significant adjustments, arising out of audit and any
related party transactions that may have the potential conflict with the interest of the Company;
4.

to review the adequacy of internal audit function including structure, staffing reporting structure, coverage and frequency
of internal audit, discussion with the internal auditor for any significant findings and follow up thereof;

5.

to review findings of any internal investigations by the internal auditors where there is suspected fraud or irregularity or
failure of internal control system of material nature which require reporting to the board; and

6.

to look into any other matters as may be required by the Companies Act, 1956 or by rules framed thereunder.

Remuneration/Compensation Committee
The Remuneration/Compensation Committee was approved and constituted by a meeting of the Board of Directors held on
January 15, 2003 and presently comprises Mr. Deepak M. Satwalekar, Mr. N. Kumar and Mr. Ravi Dhariwal.
The broad terms of reference of the Remuneration/Compensation Committee are as follows:
(i)

to recommend to the Board, the remuneration packages of the Companys Managing/Joint Managing/Deputy Managing/
Whole time/ Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites,
commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked
incentives along with the performance criteria, service contracts, notice period, severance fees etc.);

(ii) to be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the
shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys
Managing/Joint Managing/Deputy Managing/Whole time/ Executive Directors, including pension rights and any
compensation payment;
(iii) to implement, supervise and administer the Entertainment Network (India) Limited Employee Stock Option Scheme
(ENIL ESOS) and ENIL ESOS 2005 for 109,360 number of equity linked instruments (including Options) and/or any other
instruments or securities (hereinafter collectively referred to as the Securities), pursuant to the guidelines of the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
and terms and reference as stipulated under ENIL ESOS and/or ENIL ESOS 2005.

Share Transfer and Investor Grievance Redressal Committee

We shall constitute a Share Transfer and Investor Grievance Committee prior to listing of our Equity Shares on the Stock
Exchanges.

IPO Committee
The IPO Committee comprises of Mr. A.P. Parigi, Mr. Harvinderjit Singh Bhatia and Mr. Anil Fernandes.

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our
Company immediately upon the listing of its Equity Shares on the Stock Exchanges. We shall comply with the requirements of
the SEBI (Prohibition of Insider Trading) Regulations, 1992 prior to listing of our Equity Shares.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company and our Promoter, TIML, other than the Companys and TIMLs Managing
Director, are as follows:

The Company
Mr. Prashant Panday Deputy Chief Executive Officer
Mr. Prashant Panday, 40 years, joined our Company in August 2000. Mr. Panday holds a Bachelors degree in Electronics and
Communications Engineering from Gujarat University and a Post Graduate Diploma in Management from the Indian Institute of
Management, Bangalore. Prior to joining our Company, he was Director (Marketing) for Modi Revlon Limited India operations.
90

He has 17 years of experience in sales, marketing and advertising industries and has held various other senior positions.
Previously, he worked with Hindustan Lever Limited, Frito Lay India, Mudra Communications and Citibank N.A. His total annual
remuneration during fiscal 2005 was Rs. 6.0 million.
Mr. Harvinderjit Singh Bhatia Chief Financial Officer
Mr. Harvinderjit Singh Bhatia, 39 years, joined our Company in March 2001. Mr. Bhatia is a Chartered Accountant from the
Institute of Chartered Accountants of India and holds a Masters degree in International Trade from the Indian Institute of Foreign
Trade. He has 16 years of experience and prior to joining our Company, he was the Financial Controller, Seagram Manufacturing
Limited, where he was part of the team that set up operations in India. Prior to working with Seagram, he had an experience of
6 years in consulting for joint ventures and transnational corporations operations in India. He also heads the finance department
of Times Infotainment Media Limited. His total annual remuneration during fiscal 2005 was Rs.3.0 million.
Mr. Farid Kureshi - Executive Vice President Business Head, Times OOH
Mr. Farid Kureshi, 38 years, joined our Company in the year 2001 as National Sales Head. He holds a B.Sc. degree from Aligarh
Muslim University and an MBA in marketing from CMD, Modi Nagar and has experience in the media business. Prior to joining
the Company, he was working as Head of Sales for India.com, for over a year. He worked with Star TV for nearly five and a half
years before joining India.com. He started his career with Indian Express in the year 1989. During his career of 16 years he has
also worked with other well known brands like The Pioneer and Chitralekha. Beginning April 2005, Farid has taken over as
Business Head of the Times OOH business. His total annual remuneration during fiscal 2005 was Rs. 4.8 million.
Mr. Ravi Narula Executive Vice President, Regulatory Affairs
Mr. Ravi Narula, 54 years, joined Times FM in 1993 and was a key member of the startup team as Chief of Programming for the
operations in 5 cities (including the 4 metropolitan cities). Mr. Narula holds a Baccalaureate in Radio Broadcasting from Berlin
International Radio. Prior to joining Times FM, he was Deputy Director, All India Radio (FM) where he served a tenure of 28
years. Concurrently, he was Head Radio Broadcasting Faculty at Jamia Millia Islamia, New Delhi, for 10 years. Currently he is
in charge of regulatory affairs of our Company. Mr. Narula liaises with various government and regulatory bodies to manage
regulatory related matters in relation to FM privatization. His total annual remuneration during fiscal 2005 was Rs. 1.9 million.
Col. (Retd.) Nataraja Thiagarajan Chief Technical Officer
Col. (Retd.) Thiagarajan, 53 years, joined our Company in November 2001. Col. Thiagarajan graduated from the National
Defence Academy and the Indian Military Academy with distinction and was commissioned into the Corps of Signals. He holds
a Bachelor in Engineering (Electronics and Telecommunications) and a Masters degree in Computer Science. Prior to joining our
Company, he was a Senior Consultant, Siemens Informations Systems Limited, India. Col. Thiagarajan has an experience of
over 27 years in broad based IT and Telecom / Data Management. His total annual remuneration during fiscal 2005 was Rs. 2.2
million.
Mr. G. Sharath Chandra Executive Vice President Marketing
Mr. G. Sharath Chandra, 40 years old, joined our Company in the year 2002 as Station Head Chennai. Mr. Chandra holds a
degree of Bachelors degree in Engineering from Osmania University, Hyderabad. In June 2004 he moved to Mumbai as senior
vice president Marketing and Brand Engagement and was subsequently promoted to executive vice president Marketing
and Brand Management. Before joining our Company, he was a director of Avigna Technologies. He has also worked for over 10
years with O&M. His total annual remuneration during fiscal 2005 was Rs. 3.2 million.
Mr. Tapas Sen Executive Vice President - Programming
Mr. Tapas Sen, 40 years, joined our Company in January 2001. Mr. Sen is a science graduate in Zoology from Delhi University
and has a specialization in Entomology. Prior to joining our Company, Mr. Sen was executive assistant to the Vice Chairman of
the BCCL Group for a period of 3 years. He was the Programming Head of the Delhi Station with Times FM since its inception
in 1993. In addition to the above, Mr. Sen was also a visiting faculty at the Jamia Milia Islamia University, New Delhi. His total
annual remuneration during fiscal 2005 was Rs. 1.4 million.

91

Mr. Anil Fernandes Vice President Legal and Company Secretary

Mr. Anil Fernandes, 35 years, joined our Company in April 2003 as Vice President Legal & Company Secretary. He is an
Associate Member of the Institute of Company Secretaries of India, holds a degree in general laws and also has a Masters
degree in Financial Management (NMIMS). Anils prior employment was with The Indian Hotels Company Limited and he has
vast experience in the field of litigation, mergers and acquisitions, corporate structuring/re-structuring and regulatory affairs.
Besides this, the prestigious internal award given to the top performer in the senior management Radio Mirchi Trailblazer 2005
has been awarded to him. His total annual remuneration during fiscal 2005 was Rs. 1.3 million.
Mr. Prasad Swaminathan Vice President, People Innovation
Mr. Prasad Swaminathan, 33 years, joined our Company in the year 2001 as Head of the Human Resources function. Mr. Prasad
holds a law degree and has also done his Masters degree in business administration from Pune University. He was promoted
to Vice President (People Innovation) in April 2004. In April 2005, he was moved to a line assignment and was given the
responsibility of lead-managing the revenues and profitability of the western region for 360 Degrees, the experiential marketing
and events division of TIML. Prior to joining our Company, he worked with Apollo Tyres, Indian Express and Indya.com in the
human resources department. His total annual remuneration during fiscal 2005 was Rs. 1.9 million.

Key Managerial Personnel of TIML, our Holding Company

Mr. Munish Purii, Chief Operating Officer, Times Infotainment Media Limited
In addition to being the Chief Operating Officer of TIML, Mr. Purii has additional responsibility for the fashion and lifestyle
activities of our Subsidiary, TIMPL. Mr. Munish Purii, 36 years, joined TIML in February 2004. Mr. Purii has an MBA in finance and
management from the Stern School of Business, New York University. While studying for his MBA degree, Mr. Purii worked
with Merrill Lynch and Morgan Stanley. Prior to joining TIML, Mr. Purii worked with J.P. Morgan for nearly five years and had three
years of entrepreneurial experience. Mr. Purii has experience in structuring and promoting private equity products to high networth clients globally. His total annual remuneration, paid by TIML during fiscal 2005, was Rs. 4.0 million.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL OF THE COMPANY AND TIML

S. No.

Names of our Key Managerial Personnel

No. of Equity Shares

1.

Mr. Prashant Panday

23,200

2.

Mr. Munish Purii

14,500

3.

Mr. Farid Kureshi

13,890

4.

Mr. Harvinderjit Singh Bhatia

8,990

5.

Mr. Sharath Chandra

7,250

6.

Mr. Tapas Sen

6,090

7.

Mr. Anil Fernandes

2,175

8.

Col. (Retd.) N. Thiagarajan

2,030

CHANGES IN OUR KEY MANAGERIAL PERSONNEL DURING THE LAST THREE YEARS
S. No.

Name

Date of Appointment

1.

Anil Fernandes Vice President-Legal and Company Secretary

April 1, 2003

92

EMPLOYEE STOCK OPTION SCHEMES

On November 5, 2005, the Companys Board of Directors and shareholders at a meeting of the Board and an extraordinary
general meeting, respectively, approved the Companys employee stock option scheme (ENIL ESOS 2005). ENIL ESOS
2005 provides that the total number of options granted thereunder will be 109,360 and that the scheme will cover permanent
Employees. Pursuant to a resolution of the Remuneration/Compensation Committee dated November 5, 2005, all 109,360
options that are exercisable for Equity Shares have been granted at an exercise price of Rs.90.
At the meeting of the Board dated November 5, 2005, the Board also set aside 1,000,000 Equity Shares that may be issued
pursuant to the grant of options by the Remuneration/Compensation Committee under a separate employee stock option
scheme (the Proposed ESOS), which will comply with the SEBI (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999, as amended, and is currently expected to be adopted, subject to shareholders approval, only after
the completion of the Issue. The terms and conditions of the Proposed ESOS, including the method of implementation, the
exercise price, the eligibility of the employees to whom the grant will be made and other terms and conditions of such scheme
will be determined by the Remuneration / Compensation Committee.

INTEREST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Except as stated otherwise in this Prospectus, no amount or benefit has been paid or given within the two preceding years or
are intended to be given to any of our Directors or key managerial personnel except the normal remuneration for services
rendered as directors, officers or employees.

93

OUR PROMOTERS AND THEIR BACKGROUND

Bennett, Coleman & Co. Limited and Times Infotainment Media Limited are our Promoters and their details are as given below.

Bennett, Coleman & Co. Limited

Bennett, Coleman & Co. Limited is one of our Promoters and its registered office is at the Times of India Building, Dr. Dadabhoy
Naoroji Road, Mumbai 400 001. BCCL was incorporated on November 29, 1913. BCCL is a company managed by its board of
directors. Bharat Nidhi Limited, Camac Commercial Company Limited and Ashoka Viniyoga Limited are its promoters and each
of these holds more than 10% of the equity share capital of BCCL. For further details, please refer to the chapter titled Our
Promoter Group Companies beginning on page 100 of this Prospectus. At present, BCCL is amongst the largest media and
entertainment companies in India. BCCL and its subsidiaries operate in various media-related market segments including
newspapers, private FM radio broadcasting, magazines, music retail, television and entertainment events. BCCL is a flagship
company of the Times Group and has been in existence for the last 92 years. BCCL is a multi-edition, multi-product, multi-media
organisation, and has to its credit several leading publications. The publications of the Times Group include The Times of India,
The Economic Times, Navbharat Times, Maharashtra Times, Femina and Filmfare. The publications of BCCL have been in the
industry for the last 167 years. The salient features of the history of BCCL and the Times Group are as follows:
Date

Description

1838

Launch of Times of India.

1950

Launch of Navbharat Times.

1952

Publication of Filmfare.

1959

Publication of Femina.

1961

Launch of The Economic Times.

1962

Launch of Maharashtra Times.

1997

Launch of Times Music.

1998

Launch of India Times.

1999

Opening of Planet M, a music store.

1999

Opening of Times Multimedia.

2004

Signing of joint venture agreement with BBC Co., UK, for establishing Worldwide Media Limited.

2004

Launch of Zoom TV, a television channel.

Shareholding Pattern:
The equity shares of BCCL are not listed on any stock exchange. The shareholding pattern of BCCL, as on the date of filing of this
Prospectus is as given below:
Sl. No.

Name of Shareholder

Number of Shares % of Issued Capital

1.

Sanmati Properties Limited

3,109,000

9.8

2.

Bharat Nidhi Limited

7,782,400

24.4

3.

PNB Finance & Industries Limited

2,962,872

9.3

4.

Mr. Vineet Kumar Jain

182,472

0.6

5.

Mr. Samir Jain

800

0.0

6.

Mrs. Meera Jain

104,800

0.3

94

Sl. No.

Name of Shareholder

Number of Shares % of Issued Capital

7.

Camac Commercial Company Limited

4,240,172

13.3

8.

Arth Udyog Limited

2,968,872

9.3

9.

Punjab Properties Limited

2,848,000

8.9

10.

TM Investments Limited

1,899,224

6.0

11.

Ashoka Viniyoga Limited

5,745,324

18.0

12.

Ms. Trishla Jain

40,000

0.1

31,883,936

100.00

Total

Board of Directors:
The board of directors of BCCL comprises of the following:
1.

Mrs. Indu Jain Chairman

2.

Mr. Samir Jain Vice Chairman and Managing Director

3.

Mr. Vineet Jain Managing Director

4.

Mr. Narendra Kumar

5.

Dr. Ram S. Tarneja

6.

Mr. R. K. Lakshman

7.

Mr. S.K. Mehta

8.

Mr. Aditya Mittal

9.

Mr. Arun Arora President

10. Mr. Ravindra Dhariwal Executive Director

11. Mr. Richard B. Saldanha Executive Director
12. Mr. V.G. Jindal Principal Secretary

Financial Performance:
(Rs. in million, except per share data)
As of July 31,
2005

2004

2003

318.8

318.8

318.9

Reserves and surplus*

23,799.3

18,244.4

13,122.2

Total income

23,634.8

19,819.8

15,445.0

Profit after tax

5,298.2

5,091.8

3,046.4

174.9

161.3

96.8

24,118.2

18,563.2

13,441.0

Equity share capital

Earnings per share (face value Rs. 10) ** (Rs.)

Net Asset Value per share (Rs.)
*

Excludes revaluation reserves

**

Computed on the basis of earnings including extraordinary items

95

Times Infotainment Media Limited

TIML is one of our Promoters and its registered office is at 4th Floor, Matulya Centre, A- Wing, Lower Parel (West),
Mumbai 400 013.
TIML was incorporated on February 20, 2002 and is engaged in event management and out-of-home media activities. TIML is
a subsidiary of BCCL.
The promoter of TIML is BCCL.

Shareholding Pattern:
The shareholding of TIML is as set forth below:
Sl. No.

Name of Shareholder

1.

Bennett, Coleman & Co. Limited., and others holding

shares jointly with BCCL

2.

Number of Shares % of Issued Capital

TIML Employees Stock Option Trust

Total

99,127,000

96.9%

3,145,000

3.1%

102,272,000

100.00

Board of Directors:
The board of directors of TIML comprises of the following:
1.

Mr. Vineet Jain Chairman

2.

Mr. A.P. Parigi Managing Director

3.

Mr. Arun Arora

4.

Mr. Ravindra Dhariwal

5.

Mr. Richard Saldanha

6.

Mr. Sundaram Sivakumar

Financial Performance:
(Rs. in million, except per share data)
September 30,

March 31,

2005

2005

2004

2003

1,022.7

1,022.7

1,022.7

1,022.7

Reserves and surplus*

196.4

213.0

204.5

196.6

Total income

139.0

272.9

238.6

92.2

(757.7)

8.5

7.8

0.3

Earnings per share

(face value Rs. 10) ** (Rs.)

(7.4)

0.1

0.1

0.0

Net Asset Value per share (Rs.)

4.67

12.1

12.0

11.9

Equity share capital

Profit after tax

Excludes revaluation reserves

**

Computed on the basis of earnings including extraordinary items

96

Segmented Net Income and Profit

September 30,

March 31,

2005

2005

2004

2003

132.5

252.7

222.3

87.4

Out of Home

4.9

9.5

7.1

3.3

Others

1.6

0.1

0.0

0.0

(15.5)

(2.9)

(2.8)

0.4

4.9

9.2

6.9

3.2

(747.2)

1.7

3.7

(3.3)

Total income
Event Management

Profit after tax

Event Management
Out of Home
Others

Our Promoters have not disassociated themselves with any company in the past three years.
Our Promoters are not listed on any stock exchange and have not made any public or rights issue in the past. Our Promoters
have not become a sick company as defined in the Sick Industrial Companies Act, 1985 and are not under winding up.
We confirm that the Permanent Account Number, Bank Account Numbers, the Company Registration Numbers and the address
of the Registrar of Companies where our Promoters are registered have been submitted to the Stock Exchanges at the time of
filing of the Prospectus. Further, our Promoters have not been detained as a willful defaulter by the Reserve Bank of India or any
other Government authority and there are no violations of securities laws committed by our Promoters in the past or any such
proceedings are pending against our Promoters.

97

OUR SUBSIDIARY
Our Company has a 100% owned subsidiary, Times Innovative Media Private Limited (TIMPL).
TIMPL was incorporated on October 26, 2005 as a private limited company under the Companies Act with its registered office
at 4th Floor, A- Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013. TIMPL was incorporated with
the objective to carry on the businesses of event management and out-of-home media.

The Board of Directors of TIMPL comprises:

1.

Mr. A.P. Parigi

2. Mr. Sundaram Sivakumar

The shareholding pattern of TIMPL as on the date of filing of this Prospectus is as follows:
TIMPL is a 100% owned subsidiary of our Company.
The main objects as stated in the Memorandum of Associations of TIMPL are as follows:
1.

To undertake and carry on the business of and engage in the activities related to conception, visualization, creation,
management, organizing, co-ordinating, selling, distributing, ticketing, events, musical events, sports events, cultural
events, stage shows, live performances, reality shows, concerts, exhibitions and events for any theme, celebrity concerts,
celebrity meetings and conferences, premier and/or other shows of movies or content either on television cable and
satellite channels or in cinema halls, multiplexes, opera houses, contests, quizzes, game shows, in India, abroad or the
Universe and to provide facilities and services to all types of discerning clients, including billboards, hoardings, in-stadium
displays, posters, neon signs, laser beaming, video walls, light emitting diode walls and other outdoor and indoor
advertisement and promotion, garnering sponsorship, generating audience and viewers, maintaining information and data
in physical or electronic form about various categories, programmes, audience, viewers maintaining data and call centers,
commercially use the available data in various forms and to engage in other activities related to all kinds of media in India,
abroad or universally and to create, build, purchase, acquire, hold, license, transfer, assign in India and abroad, various
brands, trade or merchandise marks, copyrights and other intellectual property rights in content developed by the Company
for the purpose of developing content and or otherwise for the business of the Company.

2.

To undertake and carry on the business of, engage in to the activities related to conception, visualization, acquisition,
creation, production, publication, distribution, carriage of content, marketing, exhibiting or cause to exhibit, telecast, broadcast,
providing, selling, importing, exporting, licensing, dealing in content, program and software of all types and kinds including
audio content, video content, movies, video films, commercial films, serials, sponsored programmes, advertisement films,
advertisement jingles, advertisement artwork, program, software for broadcasting on radio, internet radio, digital radio,
satellite radio, terrestrial broadcast, television channels, cable television channels, satellite television channels, movies,
internet, audio cassettes, video cassettes, DVDs, compact discs in India and abroad and to purchase, buy sell, acquire,
assemble, install, construct, hire, lease out, give on hire, develop, maintain, exchange, alter, modify, set up and manage all
types of convention centres, opera houses, multiplexes, cinema halls, studios, stadiums both indoor or outdoor, television
channels, audio and video systems, cameras, shooting equipments, recording equipments, cassettes, compact discs,
DVDs, colour photo laboratories, processing laboratories, offices, computers, office equipments, furniture, fixtures, vehicles
in India and abroad and all matters connected and incidental thereto.

3.

To own, establish, take over, manage and operate Radio Broadcast Station(s), subject to necessary governmental approvals,
allotment of frequency, licence(s) on FM/MW/SW/Mobiles, Visual Radio, I-Pods, World Wide Web/Internet, anywhere in
India, out of India or universally, including but not limited to digital broadcast, web broadcast, satellite broadcast, direct to
home and such other technologies/mediums now existing or that may be developed in future, to produce content, talk
shows, promos, jingles, capsules, serials, program, software, advertisements etc., and to sell and/or trade in content,
programmes, software either produced by the Company or outsourced for broadcasting, pod casting etc.; and to set up
transponders, servers and such other electrical, electronic and digital equipments to broadcast/narrowcast/web cast/pod
cast programmes subject to necessary approvals, and to broadcast/narrowcast/web cast television programmes by hiring,
leasing, buying transponders on satellites and such other technologies/mediums now existing or that may be developed
in future.
98

4.

To purchase or otherwise acquire and takeover as a going concern, all such businesses as may be in conformity with the
objects of the Company carried on whether in India or abroad, and all or any of the assets of the business and with a view
thereto to enter into and carry into effect with or without modification(s), any agreements, memorandums of understanding
(MOUs), letters of arrangements and such other necessary documents.

Since TIMPL was incorporated on October 26, 2005, no financial statements for TIMPL have been prepared as on the date
of this Prospectus.

Business Transfer Agreement with TIML

Our Subsidiary, TIMPL, has pursuant to a Business Transfer Agreement dated November 4, 2005, acquired the event
management business and the out-of-home business of TIML. For further details on the same please refer to chapter titled
Risk Factors, Our Business and Managements Discussion and Analysis of Financial Conditions and Results of Operations
on pages xiii, 55, and 141, respectively of this Prospectus.

99

OUR PROMOTER GROUP COMPANIES

The information for five listed companies, being (i) Bharat Nidhi Limited; (ii) Ashoka Viniyoga Limited, (iii) Camac Commercial
Company Limited, (iv) Times Guaranty Limited; and (v) Media Video Limited, which are part of our Promoter group, as defined
under the SEBI Guidelines, is set forth below.

A. Bharat Nidhi Limited (Bharat Nidhi)

Bharat Nidhi Limited was originally incorporated as Bharat Bank Limited on September 21, 1942 and the same was changed
to Bharat Nidhi Limited on February 27, 1952 and is engaged in investment activities.
Shareholding Pattern:
Bharat Nidhis equity shares are listed on Delhi Stock Exchange and its shareholding pattern as on September 30, 2005 is as
follows:
Sr. No.

Category of Shareholders

%age of Shareholding

Others (each shareholder holding less than 1%)

23.1

Matrix Merchandise Limited

20.6

Mr. Vineet Jain

20.2

Sanmati Properties Limited

16.2

Ashoka Marketing Limited

10.3

Mahavir Finance Limited

6.9

Arth Udyog Limited

2.0

NRIs/OCB

0.7

Banks, Financial Institutions, Insurance Companies

0.1

Total

100.00

Board of Directors:
1.

Mr. Vineet Jain

2.

Dr. D.K. Jain

3.

Mr. Punit Jain

4.

Mr. Vijay Bhushan

5.

Mr. Sandeep Jain

100

Financial Performance:
(Rs. in million, except per share data)
As of March 31,
2005

2004

2003

29.3

29.3

29.3

Reserves and surplus*

217.7

184.6

169.2

Total income

204.8

209.6

209.3

Profit after tax

35.1

17.2

11.7

Earnings per share (face value Rs. 10) ** (Rs.)

12.0

5.9

4.0

Net Asset Value per share (Rs.)

84.6

73.2

68.0

Equity share capital

Excludes revaluation reserves

**

Computed on the basis of earnings including extraordinary items

Information about Share Price

There has been no trading in the equity shares of Bharat Nidhi during the last six months.
There has been no change in the capital structure of Bharat Nidhi in the last six months.
Details of public issue/ rights issue of capital in the last three years
There has been no public issue of equity shares or rights issue in the three years preceding the date of this Prospectus.
Mechanism for redressal of investor grievance
The complaints received, if any, are normally attended to and replied within one week of receipt by the company. There are no
pending investor complaints against Bharat Nidhi.

B. Ashoka Viniyoga Limited (Ashoka Viniyoga)

Ashoka Viniyoga Limited was originally incorporated as Ashoka Agencies Limited on June 14, 1949. The same was changed
to Ashoka Agencies Limited on May 16, 1951. The same was further changed to Ashoka Viniyoga Limited on November 28,
1956. The company is engaged in investment and leasing activities.
Shareholding Pattern:
Ashoka Viniyoga equity shares are listed on DSE and its shareholding pattern as on September 30, 2005 is as follows:
Sr. No.

Category of Shareholders

%age of Shareholding

Camac Commercial Co. Limited

47.5

Mr. Samir Jain

16.3

Artee Viniyoga Limited

11.9

PNB Finance and Industries Limited

8.6

Combine Holdings Limited

7.9

Ms. Trisla Jain

4.7

Mrs. Meera Jain

2.1

Other bodies corporate (holding less than 1%)

1.1

Total

100.00

101

Board of Directors:
1.

Mr. K.C. Jain

2.

Mr. T.D. Dujari

3.

Mr. Ashok Sen

4.

Ms. Anjali Grover

5.

Mr. K.A. Parameswaran

Financial Performance:
(Rs. in million, except per share data)
As of March 31,
2005

2004

2003

6.4

6.4

6.4

126.6

119.4

107.1

Total income

8.0

13.7

3.7

Profit after tax

7.1

12.4

3.1

11.2

19.3

4.8

207.1

195.8

176.5

Equity share capital

Reserves and surplus*

Earnings per share (face value Rs. 10) ** (Rs.)

Net Asset Value per share (Rs.)
*

Excludes revaluation reserves

**

Computed on the basis of earnings including extraordinary items

Information about Share Price

There has been no trading in the equity shares of Ashoka during the last six months.
There has been no change in Ashokas share capital structure in the last six months.
Details of public issue/ rights issue of capital in the last three years
There has been no public issue of equity shares or rights issue in the three years preceding the date of this Prospectus.
Mechanism for redressal of investor grievance
The complaints received, if any, are normally attended to and replied within one week of receipt by the company. There are no
pending investor complaints against Ashoka.

C. Camac Commercial Company Limited (Camac Commercial)

Camac Commercial Company Limited was incorporated on July 9, 1980 and is engaged in investment activities.

102

Shareholding Pattern:
Camac Commercials equity shares are listed on the CSE and its shareholding pattern as on September 30, 2005 is as follows:
Sr. No.

Name of Shareholders

%age of Shareholding

Artee Viniyoga Limited

20.6

Ashoka Viniyoga Limited

20.5

Mr. Samir Jain

17.6

Combine Holdings Limited

16.4

Mrs. Meera Jain

8.0

Punjab Mercantile and Traders Limited

7.5

PNB Finance and Industries Limited

4.0

Others, individuals & bodies corporate (holding less than 1%)

5.5

Banks, Financial Institutions, Insurance Companies

0.0

Total

100.00

Board of Directors:
1.

Mr. K.C. Jain

2.

Mr. T.D. Dujari

3.

Mr. G.D. Gupta

4.

Mr. Arun Kumar Bahl

5.

Mr. Manish Goyanka

Financial Performance:
(Rs. in million, except per share data)
As of March 31,
2005

2004

2003

8.8

8.8

8.8

90.6

82.7

68.8

Total income

8.2

139.4

(1.7)

Profit after tax

7.8

13.8

(1.9)

Earnings per share (face value Rs. 10) ** (Rs.)

8.9

15.7

(2.1)

112.6

103.7

87.8

Equity share capital

Reserves and surplus*

Net Asset Value per share (Rs.)

* Excludes revaluation reserves
** Computed on the basis of earnings including extraordinary items

103

Information about Share Price

There has been no trading in the equity shares of Camac Commercial during the last six months.
There has been no change in Camacs share capital structure in the last six months.
Details of public issue/ rights issue in the last three years
There has been no public issue of equity shares or rights issue in the three years preceding the date of this Prospectus.
Mechanism for redressal of investor grievance
The complaints received, if any, are normally attended to and replied within one week of receipt by the company. There are no
pending investor complaints against Camac Commercial.

D. Times Guaranty Limited (Times Guaranty)

Times Guaranty was incorporated on November 27, 1989 under the Companies Act, 1956 and is a non-banking financial
services company.
Shareholding Pattern:
The equity shares of Times Guaranty are listed on the BSE and the NSE. The shareholding pattern of Times Guaranty as on
September 30, 2005 is as under
Sr. No.

Name of Shareholder

%of shareholding

BCCL

Mutual Funds and UTI

0.0

Banks, FIs

0.4

Private Bodies Corporate

1.6

Indian Public

NRIs/OCBs

74.9

23.1
0.0

Total

100

Board of Directors:
The board of directors of Times Guaranty comprises of the following
1.

Mr. Ranjan Garg

2.

Mr. D. N. Shukla

3.

Mr. S. Sivakumar

4.

Mr. P.M. Rao

5.

Mr. Avinash Jain

104

Financial Performance:
(Rs. in million, except per share data)
As of March 31,
2005

2004

2003

150.0

150.0

150.0

Reserves and surplus*

26.8

19.4

7.1

Total income

12.5

16.8

14.9

Profit after tax

7.8

12.3

4.5

Earnings per share (face value Rs. 10) ** (Rs.)

0.8

1.4

0.3

19.7

18.4

17.5

Equity share capital

Net Asset Value per share (Rs.)

*

Excludes revaluation reserves

**

Computed on the basis of earnings including extraordinary items

Details of the last public issue made by Times Guaranty

Times Guaranty has not made any public or rights issue in the last five years. In August, 1994, Times Guaranty made an issue
of 4,518,200 equity shares of Rs. 10 each at a premium of Rs. 50 per equity share aggregating Rs. 316,274,000.
The object of the issue was:
a.

to augment its resources to meet the need of its planned growth;

b.

to strengthen its equity base and net worth and thus enhance its ability to leverage;

c.

to list the equity shares of the company on the recognized stock exchanges;

d.

to meet the expenses of the issue.

Promise vs. Performance in the last public issue

Particulars

1994-95
1994-95
Promise Performance

1995-96
1995-96
Promise Performance

1996-97
Promise

1996-97
Performance

Increase in Lease and H.P

3256

7665

3397

1267

4676

(2131)

Increase in own investments

1900

1911

1500

(2691)

1000

(503)

46

110

900

928

(17)

670

75

110

100

91

100

34

2440

1407

(1158)

(914)

(373)

(538)

220

(15)

(55)

(24)

(55)

8791

12,006

3830

(2347)

5458

(2468)

Increase in statutory investments

Repayment of advance
Capital expenditure
Net increase in current assets
Issue expenses
Total
Use of proceeds of the Issue

There is non-performance in the year 1995-1996 mainly on account of own investment which is mainly because of scams
which took place in the security market which effected own investment.

105

There is non-performance in the year 1996-97 mainly on account of leasing and hire purchase, since the finance market was
down due to various scams, because of which TGL was unable to recover its dues from the clients and management had taken
a decision of not disbursing the new transaction due to riskier market condition.

Information about Share Price

The highest and lowest market price of Times Guarantys equity shares during the preceding six months are as follows:
Month

High (in Rs.)

Low (in Rs.)

July 2005

32.5

22.5

August 2005

31.9

25.6

September 2005

34.0

21.4

October 2005

24.9

17.5

November 2005

24.9

16.5

December 2005

24.5

18.1

There has been no change in the capital structure of Times Guaranty in the last six months.
Details of public issue/ rights issue in the last three years
There has been no public issue of equity shares or rights issue in the three years preceding the date of this Prospectus.
Mechanism for redressal of investor grievance
The complaints received, if any, are normally attended to and replied within one week of receipt by the company. There are no
pending investor complaints against Times Guaranty.

E. Media Video Limited (Media Video)

Media Video was incorporated on December 3, 1986 under the Companies Act, 1956 and is engaged in carrying on the
business of dealing in consumer electronic products.
Shareholding Pattern:
The equity shares of Media Video are listed on the BSE and the NSE. The shareholding pattern of Media Video as on September
30, 2005 is as under
Sr. No.

Name of shareholders

%age of shareholding

Indian Public

27.78

Bennett Coleman & Co. Limited

14.93

Media Holdings Private

11.70

Prem Adip Rishi - HUF Prism Electronics

8.81

Anukool Films Private Limited

8.42

Other Private Corporate Bodies

8.12

Anuradha Rishi

3.39

Media Magnetic Cassettes Private Limited

3.38

MVL Credits Holding Leasing Private Limited

2.69

106

10

Prem Adip Rishi Karta

2.42

11

Prem Adip Rishi

1.62

12

Fortis Securities Limited

1.53

13

Others

1.53

14

Clearing Member

1.41

15

Media Publicity India Private Limited

1.30

16

NRIs/OCBs

0.89

17

Mutual Funds and UTI

0.08

18

Banks, Financial Institutions, Insurance Companies

0.01

Total

100.00

Board of Directors:
The board of directors of Media Video comprise the following:
1.

Mr. Prem Adip Rishi

2.

Mr. Rakesh Gupta

3.

Mr. Rajesh Galhotra

4.

Mr. A. N. Sachar

5.

Mr. Suresh Kumar Varma

6.

Mr. Krishna Kumar

Financial Performance:
(Rs. in million, except per share data)
As of June 30,
2005

2004

2003

Equity share capital

152.74

152.74

152.74

Reserves and surplus

247.92

190.86

164.32

Total income

98.29

62.97

53.38

Profit after tax

57.06

26.54

17.02

3.74

1.74

1.11

25.04

21.11

19.17

Earnings per share (face value Rs. 10) (Rs.)

Net Asset Value per share (Rs.)
Details of the last public issue made by Media Video

Media Video has not made any public issue in the last five years. On March 21, 1995, Media Video came out with a public issue
of 8,243,600 equity shares of Rs. 10 each for cash at a premium of Rs. 5 per equity share. The objects of the issue were to part
finance the project cost of Media Video to manufacture new range of products through backward integration.

107

Promise vs. Performance in the last public issue

Particulars
Capital Expenditure

1995-96
1995-96
Promise Performance

1996-97
1996-97
Promise Performance

1997-98
Promise

1997-98
Performance

101.64

80.17

23.21

9.70

Net increase in current assets

25.79

67.24

11.39

41.59

11.43

35.29

Issue expenses

15.36

6.07

142.79

163.48

11.39

64.80

11.43

44.99

Total
Use of proceeds of the issue

The proceeds of the issue were used for the purposes for which the public issue was floated.
Information about Share Price
The highest and lowest market price of Media Videos equity shares during the preceding six months are as follows:
Month

High (in Rs.)

Low (in Rs.)

July 2005

35.10

21.90

August 2005

44.00

26.55

September 2005

41.75

29.00

October 2005

35.50

23.35

November 2005

31.50

21.00

December 2005

37.00

26.00

There has been no change in the capital structure of Media Video in the last six months.
Details of public issue/ rights issue in the last three years
There has been no public issue of equity shares or rights issue in the three years preceding the date of this Prospectus.
Mechanism for redressal of investor grievance
The complaints received, if any, are normally attended to and replied within one week of receipt by the company. There are no
pending investor complaints against Media Video.
None of our Promoters or Promoter group companies or our Subsidiary have been restrained or prohibited by SEBI or any
other regulatory authority from accessing the capital markets for any reason.
None of the companies promoted by our Promoters have been struck off from the records of the Registrar of Companies.
Common Pursuits
Except as described in the sections titled Our Promoters and their Background, Our Subsidiary and Our Promoter Group
Companies on pages 94, 98, and 100 respectively of this Prospectus, none of our Promoters or Promoter Group Companies
or our Subsidiary are engaged in similar businesses as our Company.
Companies of the Promoter/Promoter Group referred to BIFR/ under winding up/having negative net worth
None of the companies promoted by our Promoters or Promoter Group have been referred to BIFR or are under winding up or
have negative networth.

108

Related Party Transactions

There have been no sales or purchases between companies in the Promoter Group exceeding in value as aggregate of 10% of
the total sales or purchases of our Company, except those transactions mentioned under the section titled Related Party
Transactions on page 110 of this Prospectus.
Companies under the same management
Except as stated in the section titled Our Promoter Group Companies on page 100 of this Prospectus, there are no
companies under the same management within the meaning of section 370(1) (B) of the Companies Act, 1956.

109

RELATED PARTY TRANSACTIONS

The Company has entered into various transactions with related parties, including with:

Our Promoters, BCCL, TIML;

Our Directors;

Our Promoter group companies; and

Our key management personnel.

The related party transactions with our Promoters, Directors, Promoter group companies and key management personnel
include the following:

Payments made for print advertisements;

Payments received for radio advertisements; and

Payments for managerial remuneration.

For further details of our related party transactions, please see Annexure XVII of our Restated Financial Statements beginning
on page 137 of this Prospectus.

110

DIVIDEND POLICY
The declaration and payment of dividends will be recommended by our Board of Directors and approved by our shareholders,
at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements, and
overall financial requirements.
We have not declared or paid any dividends on Equity Shares since inception. Our dividend policy in the past is not necessarily
indicative of our dividend policy or dividend amounts, if any, in the future.

111

SECTION V: FINANCIAL STATEMENTS

REPORT OF OUR STATUTORY AUDITORS, PRICE WATERHOUSE & CO.
To
The Board of Directors
Entertainment Network India Limited
Ground Floor, Trade Garden
Kamala Mills Compound
Tulsi Pipe Road
Lower Parel
Mumbai 400 013
Dear Sirs,
We have examined the Financial Information of Entertainment Network India Limited (the Company), which have been
extracted from the financial statements audited by then Auditors (Sunil Chopra & Co.) for the years ended March 31, 2001 and
2002 and audited by us for the years ended March 31, 2003, 2004 and 2005 adopted by Board of Directors/ Members of the
Company and for the period ended for the period April 1, 2005 to September 30, 2005 approved by Board of Directors of the
Company as attached to this report, stamped by us for identification, which has been prepared in accordance with

Paragraph B(1) of Part II of Schedule II of the Companies Act, 1956, of India (the Act) and amendments thereof;
Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000 (the Guidelines) issued by
the Securities and Exchange Board of India (SEBI) on January 19, 2000 and the amendments from time to time thereto, to
the extent applicable;
The instructions dated September 14, 2005 received from the Company, requesting us to carry out the assignment in
connection with the Prospectus being issued by the Company for the initial public offering of Equity Shares.

A. Financial Information of:

The Company:
We have examined the attached restated Summary of Assets and Liabilities (Annexure I) of the Company as at March 31,
2001, 2002, 2003, 2004 and 2005 and September 30, 2005 and the related Summary of Profit and Loss Account (Annexure
II) for each of the years ended March 31, 2001, 2002, 2003, 2004 and 2005 and for the period April 1, 2005 to September
30, 2005 and the Cash Flow Statement (Annexure III) for the years ended March 31, 2004 and 2005 and for the period April
1, 2005 to September 30, 2005, together referred to as Summary Statements and Notes to Summary Statements as set
out in Annexure V.
The Summary Statements for the years ended March 31, 2001 and 2002, 2003, 2004 and 2005 have been extracted from
the financial statements audited by other independent Chartered Accountants (Sunil Chopra & Co.) for the years ended
March 31, 2001 and 2002 and audited by us for the years ended March 31, 2003, 2004 and 2005 and for the period April 1,
2005 to September 30, 2005. These Summary Statements have been approved by the Board of Directors.
Based on our examination of these Summary Statements we confirm that:
a.

The Summary Statements of the Company have been restated with retrospective effect to reflect the significant
accounting policies (as disclosed in Annexure IV to this report) as adopted by the Company as at September 30,
2005.

b.

There are no adjustments in the auditors reports relating to relevant previous years, which need to be made in the
Summary Statements.

c.

Qualification in the Auditors Report, which have not been adjusted in the financial statements:
Provision for license fees aggregating Rs. 25 million for six months ended September 30, 2005 is based on 4%
of gross revenue in absence of information on Reserve One Time Entry Fee. In the opinion of the Management,

112

the bidding process is likely to be completed by February 3, 2006. Pending outcome of above, in determining the
additional provision for license fees and migration fees, if any, we are unable to comment on the adequacy of the
said provision and the consequential effect on the result for the period.
The re-stated financial statements do not take into account or make any adjustments for the events subsequent to audit
report dated November 5, 2005, June 24, 2005, June 4, 2004, May 28, 2003, September 5, 2002 (the date of Board of
Directors meeting) and August 6, 2001 on the financial statement for the period ended September 30, 2005 and on the
financial statements for the financial years ended March 31, 2005, 2004, 2003, 2002 and 2001, respectively.
B.

Dividends:
We confirm that the Company has not paid dividend for the financial year ended March 31, 2001, 2002, 2003, 2004 and
2005 and for the period April 1, 2005 to September 30, 2005, refer Annexure VI.

C.

Other Financial Information:

We have examined the following financial information relating to the Company, proposed to be included in the Prospectus,
as approved by the Board of Directors of the Company and attached to this report:
i.

Capitalisation Statement as at September 30, 2005 of the Company, enclosed as Annexure VII.

ii.

Summary of accounting ratios based on the adjusted profits relating to earnings per share, net asset value, operating
margin, return on net worth and return on capital employed, enclosed as Annexure VIII.

iii.

Statement of Secured Loans and assets charged as securities, enclosed as Annexure IX.

iv.

Statement of Unsecured Loans enclosed as Annexure X.

v.

Details of Sundry Debtors, enclosed as Annexure XI.

vi. Statement of Loans and Advances, enclosed as Annexure XII.

vii. Details of items of Other Income, enclosed as Annexure XIII.
viii. Tax Shelter Statement, enclosed as Annexure XIV.
ix. Statement of Commitments and Contingent Liabilities, enclosed as Annexure XV.
x.

Statement on value of Quoted Investments and Unquoted Investments, enclosed as Annexure XVI.

xi. Statement of Related Party Transactions, enclosed as Annexure XVII.

In our opinion, the financial information of the Company as mentioned in paragraphs A to C above, read with the significant
accounting policies after making regrouping/ adjustments, have been prepared in accordance with Part II of Schedule II of the
Act and the Guidelines issued by SEBI.
This report is intended solely for your information and for inclusion in the Prospectus being issued by the Company for initial
public offering of Equity and is not to be used, referred to or distributed for any other purpose without our prior written consent.
Yours truly,

Partha Ghosh
Partner
Membership No: F-55913
For and on behalf of
Price Waterhouse & Co.
Chartered Accountants
Place: Mumbai
Date: November 5, 2005

113

SUMMARY OF ASSETS AND LIABILITIES AS RESTATED

ANNEXURE I

The accompanying Statement of Significant Accounting Policies (Annexure IV) and Notes to Summary Statement (Annexure
V) is an integral part of this statement:
( Rupees in Millions )
Particulars

As at
As at
30.09.2005 31.03.2005

As at
31.03.2004

As at
31.03.2003

As at
31.03.2002

As at
31.03.2001

A. Fixed Assets :
Gross Block

411.63

399.12

396.33

225.96

98.70

0.47

Less : Depreciation

176.56

156.45

103.01

42.80

6.32

0.00

Net Block

235.07

242.67

293.32

183.16

92.38

0.47

Capital Work in Progress

1.52

0.00

4.11

147.69

125.11

0.00

Incidental Expenditure Pending

Capitalisation /Allocation

0.00

0.00

0.00

0.00

0.00

20.81

236.59

242.67

297.43

330.85

217.49

21.28

149.15

62.96

17.37

242.44

117.88

138.24

310.14

208.27

166.89

93.19

10.44

0.00

23.01

16.70

20.53

0.09

3.52

0.05

Other Current Assets

0.22

0.11

0.12

0.00

0.00

0.00

Loans and Advances

90.91

103.19

177.98

206.39

121.90

42.86

424.28

328.27

365.52

299.67

135.86

42.91

810.02

633.90

680.32

872.96

471.23

202.43

0.00

0.00

0.00

0.37

244.50

0.00

351.30

287.50

155.89

59.85

70.55

1.98

Provision for Gratuity

6.83

5.30

4.71

2.63

1.76

0.00

Provision for Leave Encashment

4.44

4.15

3.80

1.21

0.40

0.00

362.57

296.95

164.40

64.06

317.21

1.98

447.45

336.95

515.92

808.90

154.02

200.45

339.18

1,169.60

1,169.60

1,169.60

300.00

200.00

0.00

187.14

187.14

187.14

0.00

0.00

- Profit and Loss Account

108.27

(1,019.79)

(840.82)

(547.84)

(145.98)

0.45

Adjusted Net Worth

447.45

336.95

515.92

808.90

154.02

200.45

B. Investments
C. Current Assets, Loans and Advances:
Sundry Debtors
Cash and Bank Balances

Total Assets (A+B+C)

D. Liabilities and Provisions :
Unsecured Loans
Current Liabilities and Provisions

E. Adjusted Net Worth (A+B+C D)

F.

Represented by
(Refer Note 2(f)(iii) Annexure V)
Share Capital
Reserves and Surplus
- Securities Premium Account

114

SUMMARY OF PROFIT AND LOSS AS RESTATED

ANNEXURE II

The accompanying Statement of Significant Accounting Policies (Annexure IV) and Notes to Summary Statement (Annexure
V) is an integral part of this statement:
( Rupees in Millions )
Particulars

01.04.2005 01.04.2004 01.04.2003

to
to
to
30.09.2005 31.03.2005 31.03.2004

01.04.2002 01.04.2001 01.04.2000

to
to
to
31.03.2003 31.03.2002 31.03.2001

INCOME :
Airtime Sales

483.71

749.44

556.01

207.26

32.13

0.00

Other Income

10.91

12.81

13.49

2.62

15.43

3.34

494.62

762.25

569.50

209.88

47.56

3.34

Production Expenses

33.60

63.52

60.44

31.05

22.32

0.00

License Fees

28.13

398.53

347.08

257.01

34.70

0.00

Administration & Other Expenses

180.87

262.30

267.73

204.43

83.09

0.00

Employee Cost

107.83

160.46

125.73

82.35

47.51

0.00

0.00

0.30

0.31

0.31

0.31

0.31

20.18

53.44

60.46

36.83

6.32

0.00

0.00

2.90

0.98

0.00

0.00

0.00

Total Expenditure

370.61

941.45

862.73

611.98

194.25

0.31

NET PROFIT/(LOSS) BEFORE TAX AND

ADJUSTMENTS

124.01

(179.20)

(293.23)

(402.10)

(146.69)

3.03

10.50

0.02

(0.00)

0.00

0.00

1.33

- Wealth Tax

0.00

0.05

0.06

0.07

0.05

0.00

- Fringe Benefit Tax

3.00

0.00

0.00

0.00

0.00

0.00

110.51

(179.27)

(293.29)

(402.17)

(146.74)

1.70

0.00

(0.30)

(0.31)

(0.31)

(0.31)

1.22

110.51

(178.97)

(292.98)

(401.86)

(146.43)

0.48

(1,019.79)

(840.82)

(547.84)

(145.98)

0.45

(0.03)

1,017.55

0.00

0.00

0.00

0.00

0.00

108.27

(1,019.79)

(840.82)

(547.84)

(145.98)

0.45

TOTAL INCOME
EXPENDITURE :

Preliminary Expenses Written Off

Depreciation
Interest

Provision for Tax

- Current Taxation

NET PROFIT/( LOSS) BEFORE

ADJUSTMENTS
Adjustments :
Preliminary Expenses Written Off
ADJUSTED NET PROFIT/(LOSS)
AFTER TAX
Balance (Loss)/Profit brought forward
from the Previous Year
Adjustment on account of reduction of
Share Capital/Securities Premium Account
(Refer Note 2 (f)(iii) on Annexure V)
BALANCE CARRIED FORWARD TO
BALANCE SHEET

115

ANNEXURE III
Cash Flow Statement from the restated financial statements for the period April 1, 2005 to September 30, 2005 and
for the years ended March 31, 2005, and March 31, 2004.

CASH FLOW STATEMENT (AS RESTATED)

(Rupees in Millions)
Particulars

01.04.2005 to
30.09.2005

01.04.2004 to
31.03.2005

01.04.2003 to
31.03.2004

110.51

(178.97)

(292.98)

20.18

53.44

60.46

Depreciation Written Back

0.00

0.00

(0.06)

Fixed Assets written off

0.00

0.00

0.06

Interest Expense

0.00

2.90

0.98

(1.69)

(3.06)

(10.11)

Loss on Sale of Fixed Assets

0.02

0.00

0.00

Preliminary Expenses Written Off

0.00

0.00

0.00

10.50

0.02

0.00

Provision for Wealth Tax

0.00

0.05

0.06

Provision for Fringe Benefit Tax

3.00

0.00

0.00

Provision for Doubtful Debts

6.60

4.53

2.13

(3.39)

(1.61)

0.00

Provision for Doubtful Loans and Advances

0.00

6.69

0.00

Provision for Employees Retirement Benefits

1.53

0.94

2.08

Provision for Leave Encashment

0.30

0.00

2.58

147.56

(115.07)

(234.80)

(105.08)

(44.30)

(75.83)

4.85

78.59

33.15

63.80

131.61

95.82

111.13

50.83

(181.66)

(6.20)

(10.55)

(4.90)

104.93

40.28

(186.56)

CASH FLOW FROM OPERATING ACTIVITIES

Restated Net Profit / Loss after Taxation
Adjustments for:
Depreciation

Profit on Sale of Investments (Net)

Provision for Current Taxation

Provision for Doubtful Debts Written back

Operating Profit Before Working Capital Changes

Adjustments for Changes in Working
Capital :
- Increase in Sundry Debtors
- Decrease in Other Receivables
- Increase in Trade and Other Payables
Cash Generated From / (Used In) Operations
- Taxes Paid (Net of Refunds)
Net Cash From /(Used in) Operating Activities (A)

116

(Rupees in Millions)
Particulars

01.04.2005 to
30.09.2005

01.04.2004 to
31.03.2005

01.04.2003 to
31.03.2004

(14.19)

(2.33)

(27.56)

Capital Work in Progress expensed off

0.00

3.64

0.00

Sale of Fixed Assets

0.07

0.00

0.00

Insurance Claims on Fixed Assets

0.00

0.00

0.38

(190.50)

(602.98)

(281.18)

Sale of Investments

106.00

560.46

516.34

Net Cash (used in) / from Investing Activities (B)

(98.62)

(41.21)

207.98

Proceeds from Short Term Borrowings

0.00

70.00

60.00

Repayments of Short Term Borrowings

0.00

(70.00)

(60.00)

Interest Paid

0.00

(2.90)

(0.98)

Net Cash (Used in) / from Financing Activities (C)

0.00

(2.90)

(0.98)

Net (Decrease) / Increase in Cash & Cash

Equivalents (A)+(B)+(C)

6.31

(3.83)

20.44

of the period / year

16.70

20.53

0.09

Cash and Cash Equivalents at the end of the period / year

23.01

16.70

20.53

6.31

(3.83)

20.44

11.30

5.65

14.53

Balance with Scheduled Banks on Current Account

5.44

4.78

0.00

Short Term Deposits

6.27

6.27

6.00

23.01

16.70

20.53

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

Purchase of Investments

CASH FLOW FROM FINANCING ACTIVITIES

Cash and Cash Equivalents at the beginning

Net Increase / (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents Comprise:
Cash and Cheques on hand

Cash and Cash equivalents as at year-end / period - end

Notes:
1.

The above Cash Flow Statement has been prepared under the Indirect Method set out in Accounting Standard - 3 issued
by the Institute of Chartered Accountants of India.

2.

The Accounting Standard on Cash Flow Statement issued by the Institute of Chartered Accountants of India was not
applicable for the years ended March 31, 2001, 2002 and 2003 and hence not given.

117

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

i.

ANNEXURE IV

Basis of Accounting
The financial statements have been prepared under historical cost convention on accrual basis and comply with the
Accounting Standards referred to in Section 211 (3C) of The Companies Act, 1956, of India (The Act).

ii.

Revenue Recognition
Revenue from radio broadcasting is recognised on an accrual basis on the airing of clients commercials.

iii. Fixed Assets and Depreciation

Fixed Assets are stated at cost less accumulated depreciation.
Depreciation on fixed assets is provided on written down value method at the rates and in the manner specified in
Schedule XIV to the Act. The Cost of Leasehold improvements are amortised over the primary period of lease of the
property. Leasehold land is not amortised. Fixed Assets individually costing less than Rs. 5,000 are depreciated @ 100%
in the year of purchase.
iv. Investments
Current investments are stated at lower of cost and market value / repurchase price.
v.

Deferred Tax
Deferred Tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between
taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent
periods.

vi. Retirement Benefits

Contributions are made to the Provident Fund Trust on actual liability basis.
Liabilities in respect of gratuity to employees and leave encashment benefits have been determined and accrued on the
basis of actuarial valuation.
vii. Software
Software obtained initially together with hardware is capitalised along with the cost of hardware and depreciated in the
same manner as the hardware. All subsequent purchases of software are treated as revenue expenditure and charged in
the year of purchase.
viii. Foreign Currency Transactions
Realised gains and losses on foreign exchange transactions are recognised in the Profit and Loss Account. Current assets
and current liabilities denominated in foreign currency outstanding at the year-end are translated at the year-end exchange
rates and the resultant exchange differences are recognised in the financial statements.
ix. License Fees
a)

As per the new Frequency Module (FM) broadcasting policy, effective April 1, 2005 license fees are charged to
revenue at the rate of 4% of gross revenue for the period or 10% of Reserve One Time Entry Fee (ROTEF) for the
concerned city, whichever is higher. Gross Revenue for this purpose shall mean revenue on the basis of billing rates
inclusive of any taxes and without deduction of any discount given to the advertiser and any commission paid to
advertising agencies. Barter advertising contracts shall also be included in the gross revenue on the basis of relevant
billing rates. ROTEF means 25% of highest valid bid in the city. In the event of company declining to opt for automatic
migration, it shall continue to be governed by the terms and conditions of its original license under Phase 1 policy
regime. In that case, the License fees shall continue to be charged to revenue on a proportionate basis w.e.f. April 1,
2005 as mentioned in paragraph b) below.

b)

Prior to April 1, 2005 license fees have been charged to revenue on a proportionate basis based on the date of the grant
of the operational license.

118

x.

Provisions and Contingent Liabilities

The Company recognises a provision when there is a present obligation as a result of a past event that probably requires
an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent
liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow
of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is
remote, no provision or disclosure is made.

xi. Impairment of Assets

The Company assesses at each Balance Sheet date whether there is any indication that asset may be impaired. If any such
indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or
the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying
amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Profit
and Loss Account. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer
exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.

119

NOTES TO SUMMARY STATEMENTS

1.

ANNEXURE V

Change in Accounting Policies

There have not been any change in the accounting policies (Refer Note ix Annexure IV) for the period April 1, 2005 to
September 30, 2005 and for the three years ended March 31, 2005 audited by us and for the two financial years ended
March 31, 2002 audited by other auditors (Sunil Chopra & Co.). Further, there are no qualifications except for matters in
Paragraph (f)(ii) on license fees below, which are pending adjustment, for the financial years / period under report.

2.

Notes to Accounts
a.

Financial Year 2000 - 2001

i.

Incidental Expenditure Pending Capitalization / Allocation

Expenses incurred during the year aggregating Rs. 20.81 Million has been capitalised under the head Preoperative Expenses since the operations have not commenced. These expenses will be apportioned amongst
the assets in the year of commencement of operations.

b.

Financial Year 2001 - 2002

None

c.

Financial Year 2002 - 2003

i.

Managerial Remuneration
Personnel Cost includes managerial remuneration paid / payable to Managing Director as under:
2002-2003
Rupees (in Million)

2001-2002
Rupees (in Million)

Salaries and Bonus

5.46

Nil

Contribution to Provident and Other Funds*

0.24

Nil

Perquisites

0.05

Nil

Total

5.75

Nil

*excludes contribution to Gratuity fund.

The Company has obtained permission from Department of Company Affairs, Ministry of Law, the Government of
India vide their letters dated 18th February 2002 for the payment of managerial remuneration in excess of the limits
specified in Schedule XIII to the Companies Act, 1956, with effect from 1st August 2000.
d.

Financial Year 2003 2004

i.

Managerial Remuneration
2003-2004
Rupees (in Million)

2002-2003
Rupees (in Million)

Salaries and Bonus

8.12

5.46

Contribution to Provident and Other Funds*

0.30

0.24

Perquisites

0.06

0.05

Total

8.48

5.75

*excludes contribution to Gratuity fund.

The excess remuneration aggregating to Rupees 2.47 Million paid to Managing Director is subject to approval by the
Central Government of India. The necessary formalities are being completed.
ii.

Going Concern
The Financial Statement have been prepared on a Going concern basis taking into account the financial and business
support of shareholders, enhanced profitability of the business and also considering the long term growth plans and
business potential.

120

e.

Financial Year 2004 - 2005

i.

Going Concern
The Financial Statement have been prepared on a Going concern basis taking into account the Managements
assessment of growth of business and profitability plans and the continuance of the financial support by Bennett
Coleman & Co. Limited, the ultimate holding company.

f.

Period April 1, 2005 to September 30, 2005

i.

Deferred Tax:
The Company has carried forward losses (including unabsorbed depreciation aggregating Rupees 208.97 Million) as
per The Income Tax Act, 1961 of India of Rs. 1,040.66 Million. For the current period, the Company has not recognised,
deferred tax asset on the basis of prudence.

ii.

License Fees:
The Company has hitherto been given demand notices towards payment of fixed license fee; however, no such
demand has been received in the current financial year. The Honorable Justice Mr. N. Santosh Hegde in the Telecom
Dispute Settlement and Appellate Tribunal Order dated October 25, 2005, on the subject of license fee stated During
the pendency of this petition the Government of India has notified its licensing policy in regard to Frequency Module
(FM) radio broadcasting service and w.e.f. 1st April, 2005, they have in their Policy provided for migration of the existing
license holders from their fixed license fees to revenue sharing licenses..
As per Phase-II the existing players have an option to automatically migrate from a fixed licence fee regime to revenue
share regime. Under the new regime, licence fee is payable at the rate of 4% of gross revenue for the period or 10%
of the reserve One Time Entry Fee (OTEF) whichever is higher, for the concerned city and migration fees, being
amount equal to the average of all successful bids received under Phase II in that city. Gross revenue for this purpose
shall mean revenue on the basis of billing rates inclusive of any taxes and without deduction of any discount given to
the advertiser and any commission paid to the advertising agency. ROTEF is calculated at 25% of the highest valid bid
for the concerned city. Migration fees, in the event of no successful bid in the city, shall be equal to the average of all
successful bids received in that category of cities in that region. In the event of no successful bid in any metro city,
migration fees shall be equal to the average of all successful bids received in all the four metro cities.
Consequently to the policy on Expansion of FM Radio Broadcasting Services through Private Agencies (Phase II), the
Company has provided Rupees 25 Million for the six months ended September 30, 2005 towards licence fee payment
based on 4% of gross revenue At this point in time, the reserve OTEF is indeterminate and it is contingent upon
bidding process. It is in this context the Company has not recognised any additional burden, the outcome of which is
not ascertainable at this stage.
The bidding process is estimated to be completed by February 3, 2006. Post the completion of the bidding process in
February 2006, the Company can exercise its option of continuing under the fixed licence regime or migrating to the
revenue share regime (i.e. Phase II).

iii. Reduction of Share Capital/ Securities Premium Account:

Pursuant to the resolutions passed at the Extra Ordinary General Meeting held on August 26, 2005, the approval of the
Honourable High Court of Bombay, vide its order dated October 28, 2005 on petition no. 680 of 2005 under section 78,
100 of The Act and based on the legal opinion obtained, the Company has set off an amount of Rupees 1017.55 Million
standing debit to the Profit and Loss Account as at March 31, 2005 as follows:

iv.

Against Securities Premium Account

Rs. 187.14 Million

Against Share Capital Account

Rs. 830.42 Million

Managerial Remuneration
Rupees (in Million)
Salaries and Bonus

2.75

Contribution to Provident and Other Funds*

0.17

Total

2.92

* excludes gratuity and leave encashment.

121

v.

Post Balance Sheet Events:

a.

Share Capital
Subsequent to the Balance Sheet date, 11,696,000 equity shares of the Company standing in the name of Double
Honour Holdings Limited have been transferred to Bennett, Coleman & Co. Limited

b.

Preferential allotment of equity shares.

Subsequent to the Balance Sheet date, the Company has received Rupees 22.53 Million towards share application
money for allotment of 445,265 equity shares on preferential basis to employees. The Company is in the process
of completing legal formalities for the allotment of said equity shares.

c.

Times Innovative Media Private Limited

Subsequent to the Balance Sheet date the Company has subscribed to 10,000 equity shares of Rupees 10 each
fully paid up in the wholly owned subsidiary Times Innovative Media Private Limited (TIMPL) which has entered
into a Business Transfer Agreement to acquire Outdoor Media and Events Management Business from Times
Infotainment Media Limited, the holding Company. Further on October 28, 2005, the Company has given advance
aggregating Rupees 40 Million against the share application towards equity shares of TIMPL.

d.

Employee Stock Option Scheme (ESOS)

Subsequent to the Balance Sheet date the Company has granted 109,360 Options convertible into equivalent
number of shares at the time of vesting of these Option to the grantees under the ESOS - 2005 dated November
5, 2005.

122

STATEMENT OF DIVIDEND PAID / PROPOSED

ANNEXURE VI
(Rupees in Million)

Class of Shares

Face value
Rs. /Shares

Equity Shares

01.04.2005
to
30.09.2005

01.04.2004 01.04.2003 01.04.2002

to
to
to
31.03.2005 31.03.2004 31.03.2003

01.04.2001 01.04.2000
to
to
31.03.2002 31.03.2001

10

Paid-up Equity Share Capital

339.18

1,169.60

1,169.60

1,169.60

300.00

200.00

Interim Dividend

Final Dividend

Dividend Tax

Interim Dividend (%)

Final Dividend (%)

Notes:
1.

In the year 2000-2001, Equity Share Capital was increased by issue and allotment of 19,999,300 Equity Shares of Rs. 10
each for cash.

2.

In the year 2001-2002, Equity Share Capital was increased by issue and allotment of 10,000,000 Equity Shares of Rs. 10
each for cash.

3.

In the year 2002-2003, Equity Share Capital was increased by issue and allotment of 86,960,000 Equity Shares of Rs. 10
each of which, 11,696,000 Equity Shares were allotted at Premium of Rs. 16 per Share.

4.

During the period April 1, 2005 to September 30, 2005, pursuant to resolution passed at the Extra Ordinary General
Meeting held on August 26, 2005, the Honorable High Court of Mumbai, vide its order dated October 28, 2005 on Petition
no. 680 of 2005 under section 78, 100 of the Act and based on the legal opinion obtained, the Company has set off an
amount of Rs. 1,017.55 Million standing debit to the Profit and Loss Account as at March 31, 2005 as follows:

5.

Against Securities Premium Account

Rs. 187.14 Million

Against Share Capital Account

Rs. 830.42 Million

Subsequent to September 30, 2005 the Company has received Rupees 22.53 Million towards Share Application Money
for allotment of 445,265 Equity Shares on preferential basis to employees. The company is in the process of completing
legal formalities for the allotment of said Equity Shares.

123

CAPITALISATION STATEMENT

ANNEXURE VII
(Rupees in Million)

Particulars

Pre-issue
As at 30.09.2005

Adjusted for
PresentIssue

Short Term Debts

Long Term Debts (A)

Total Debts

Borrowings:

Shareholders Funds

See Note 1

Equity Share Capital

339.18

Reserves and Surplus

108.27

Total Shareholders Funds (B)

447.45

Total Capitalisation

447.45

Long Term Debt / Equity Ratio (A) / (B)

Notes:
1.

The Equity Share Capital and Reserves and Surplus (Post Issue) can be calculated only on conclusion of the Book Building
Process.

124

ANNEXURE VIII
ACCOUNTING RATIOS RESTATED
Particulars (Refer Note 1)

01.04.2005
to
30.09.2005

01.04.2004
to
31.03.2005

01.04.2003
to
31.03.2004

01.04.2002
to
31.03.2003

01.04.2001
to
31.03.2002

01.04.2000
to
31.03.2001

(i) Basic EPS (Annualised)

(After Capital Reduction)

Rs.

6.52

(5.28)

(8.64)

(26.78)

(21.26)

0.15

(ii) Basic EPS (Annualised)

(Before Capital Reduction)

Rs.

1.89

(1.53)

(2.50)

(7.77)

(6.17)

0.04

(iii) Cash EPS (Annualised)

(After Capital Reduction)

Rs.

8.00

(3.35)

(6.75)

(24.35)

(20.34)

0.60

(iv) Cash EPS (Annualised)

(Before Capital Reduction)

Rs.

2.32

(0.97)

(1.96)

(7.06)

(5.90)

0.17

(v) Net Asset Value Per Share

Rs.

13.19

2.88

4.41

6.92

5.13

10.02

(vi) Operating Margin

28.89

(16.61)

(43.42)

(177.07)

(476.81)

0.00

(vii) Return on Net Worth/

Capital Employed

24.69

(53.11)

(56.79)

(49.68)

(95.07)

0.25

Formulae:
(i)

EPS represents basic earnings per share calculated as Adjusted Net Profit After Tax (PAT) divided by weighted average of
equity shares outstanding during the fiscal year/period.

(ii) Cash EPS represents PAT for the year/ period plus non-cash charges divided by weighted average of equity shares
outstanding during the fiscal year/ period and non-cash charges comprise depreciation, provision for Doubtful Debts,
Provision for credit notes, Provisions for doubtful debts written back, amortization of miscellaneous expenditure and loss
on sale of fixed assets.
(iii) Net Assets value per share, computed as per net equity method, is arrived at as Equity net worth at the end of the fiscal year
/ period and divided by the number of equity shares at the end of the fiscal year / period.
(iv) Operating Margin represents Airtime Sales + Other Income incidental to the business Production Expenses License
Fees Administration and Other Expenses Employee Costs divided by Airtime Sales + Other Income incidental to the
business.
(v) Return on Net Worth is arrived at by dividing PAT by total shareholders funds (Net Worth) at the end of the fiscal year /
period. Since the Company does not have any long term loan, Return on Capital Employed is same as Return on Net Worth.

125

Notes:
1.

Ratios have been computed on the basis of the adjusted profits/ losses for the respective years / period.

2.

For ratio analysis, net profit for the half year ended September 30, 2005 has been annualized for comparison purposes.
Results for the six months ended September 30, 2005 may not be indicative of the results of the entire year.

3.
Particulars

01.04.2005
to
30.09.2005

01.04.2004
to
31.03.2005

01.04.2003
to
31.03.2004

01.04.2002
to
31.03.2003

01.04.2001
to
31.03.2002

01.04.2000
to
31.03.2001

Weighted average number

of Equity Shares outstanding
- After Reduction
No. 33,918,400

33,918,400

33,918,400

15,004,600

6,887,500

3,383,418

116,960,000

116,960,000

51,740,000

23,750,000

11,666,958

Weighted average number

of Equity Shares
outstanding - Before
Reduction

No.116,960,000

126

ANNEXURE IX
STATEMENT OF SECURED LOANS
01.04.2005
to
30.09.2005
SECURED
LOANS

01.04.2004 01.04.2003 01.04.2002 01.04.2001 01.04.2000 Securities

to
to
to
to
to
Offered
31.03.2005 31.03.2004 31.03.2003 31.03.2002 31.03.2001
-

127

Interest
Terms of
Rate Repayment

Not
Not
Applicable Applicable

Not
Applicable

ANNEXURE X
STATEMENT OF UNSECURED LOANS
(Rupees in Millions)
01.04.2005
to
30.09.2005

01.04.2004
to
31.03.2005

01.04.2003
to
31.03.2004

01.04.2002
to
31.03.2003

0.37

01.04.2001 01.04.2000
to
to
31.03.2002 31.03.2001

Interest
Terms of
Rate Repayment

UNSECURED
LOANS
Bank Overdraft
Loan from
Times
Infotainment
Media Limited

Not
applicable

Not
applicable

Interest
365 days
Free from date of
receipt
-

244.50

0.37

244.50

Notes:
1.

Bank Overdraft was repaid during the year ended March 31, 2004.

2.

Loan from Times Infotainment Media Limited was converted into 24,450,000 Equity Shares of Rs.10 each on December 31,
2002.

128

ANNEXURE XI
STATEMENT OF SUNDRY DEBTORS
(Rupees in Millions)
Particulars

As at

As at

As at

As at

As at

As at

30.09.2005 31.03.2005

31.03.2004

31.03.2003

31.03.2002

31.03.2001

(Unsecured)
Debts outstanding for a period
exceeding Six Months
Considered Good

9.52

3.61

9.76

8.38

Considered Doubtful

8.26

4.76

2.13

0.05

300.62

204.66

157.13

84.81

10.44

Considered Doubtful

0.01

0.30

Less : Provision for Doubtful Debts

8.27

5.06

2.13

0.05

310.14

208.27

166.89

93.19

10.44

Other Debts
Considered Good

Note:
1.

Sundry Debtors as at 30.09.2005 includes due from Bennett, Coleman & Co. Limited Rupees 46.87 Million.

129

ANNEXURE XII
STATEMENT OF LOANS AND ADVANCES
(Rupees in Millions)
Particulars

As at

As at

As at

As at

As at

As at

30.09.2005 31.03.2005

31.03.2004

31.03.2003

31.03.2002

31.03.2001

Advances Recoverable in Cash or in

Kind or for value to be received
Considered Good

26.34

30.79

112.12

152.00

102.73

41.57

0.44

0.44

20.14

19.21

25.88

22.11

17.47

1.29

Considered Doubtful

6.25

6.25

Less : Provision for Doubtful Loans

& Advances

6.69

6.69

46.48

50.00

138.00

174.11

120.20

42.86

Advances to TIML Employees Stock

Option Trust

29.17

29.17

29.17

29.17

Advance Tax/ Tax Deducted at Source

[Net of Provision for taxation]

11.12

18.44

7.96

3.11

1.70

4.14

5.58

2.85

90.91

103.19

177.98

206.39

121.90

42.86

Considered Doubtful
Deposits
Considered Good

Due from Times Infotainment Media

Limited, the Holding Company

Note:
1.

The Company is in the process of recovering the advance given to TIML Employees Stock Option Trust.

130

ANNEXURE XIII
STATEMENT GIVING DETAILS OF OTHER INCOME
(Rupees in Millions)
Particulars

Profit on Sale of
Investment

01.04.2005 01.04.2004 01.04.2003 01.04.2002

to
to
to
to
30.09.2005 31.03.2005 31.03.2004 31.03.2003

01.04.2001 01.04.2000
to
to
31.03.2002 31.03.2001
3.34

Nature of
Income

1.69

3.06

10.11

1.93

15.03

Recurring

(a) Loans and Advances to

Employees

0.04

0.07

0.07

0.12

- Non recurring

(b) Deposit with Banks/

Financial Institution

0.11

0.33

0.15

- Non recurring

(c) Income Tax Refund

0.13

- Non recurring

(d) Others

0.51

0.01

- Non recurring

4.24

7.16

2.16

0.06

0.35

- Non recurring

Provision for doubtful

debts withdrawn

3.39

1.61

Provision no longer
required written back

0.33

- Non recurring

Service / Other charges

1.07

- Non recurring

Miscellaneous Income

0.04

0.58

0.30

0.21

0.40

- Non recurring

10.91

12.81

13.49

2.62

15.43

Interest Income On:

Service Tax Set-Off

Excess Depreciation of
earlier year Written back

Recurring

Recurring

3.34

Note:
The Classification of income into recurring and non recurring is based on the current operations and business activity of the
Company.

131

TAX SHELTER STATEMENT

ANNEXURE XIV
(Rupees in Millions)

Particulars

01.04.2005 01.04.2004 01.04.2003 01.04.2002 01.04.2001 01.04.2000

to
to
to
to
to
to
30.09.2005 31.03.2005 31.03.2004 31.03.2003 31.03.2002 31.03.2001

Profit before fringe benefit tax restated

124.01

(178.90)

(292.92)

(401.79)

(146.38)

1.82

3.00

Profit after fringe benefit tax- Restated

121.01

(178.90)

(292.92)

(401.79)

(146.38)

1.82

- Chargeable at normal rate

124.01

(178.90)

(292.92)

(401.79)

(147.40)

1.82

- Chargeable at special rate- Long term

Capital Gain

1.01

- Chargeable at special rate- Minimum

Alternate Tax (MAT)

121.01

1.82

33.66

36.59

35.88

36.75

35.70

39.55

20.40

8.42

8.48

41.74

(65.46)

(105.09)

(147.66)

(52.62)

0.72

0.21

Less : Fringe Benefit Tax

Tax rate (including surcharge and education

cess)
- Normal rate ( %)
- Special rate (%) Long Term capital gain
- Special rate (%) MAT
Tax at Notional rates
- Chargeable at normal rate
- Chargeable at special rate-Long term
Capital Gain
Total tax at Normal Rates

(A)

41.74

(65.46)

(105.09)

(147.66)

(52.41)

0.72

Tax at MAT Rates

(B)

10.18

0.15

- Difference between Tax Deprecation

& Book Depreciation

4.27

(5.89)

(21.12)

(18.24)

(6.68)

0.00

- Write off of Fixed Asset/ loss on sale of

Fixed Asset

0.02

0.06

0.02

1.52

(0.15)

(0.30)

(0.31)

(0.31)

(0.31)

(131.57)

173.72

306.06

413.33

147.30

- Provision for doubtful debts

3.37

2.93

2.13

0.05

- Section 43 B adjustments

0.30

0.35

2.58

0.82

4.32

- Provision for Credit Notes

(0.19)

0.81

1.43

1.53

0.59

2.09

0.87

1.76

6.69

(122.42)

178.90

292.92

396.54

146.39

1.52

Adjustments
Timing Difference

- Write off Preliminary Expenses

- Deduction u/s 35 D of The Income Tax Act
- Business Loss / Unabsorbed Depreciation

- Provision for Gratuity

- Provision for Doubtful Advances
Total Timing Difference

(C)

132

Particulars

01.04.2005 01.04.2004 01.04.2003 01.04.2002 01.04.2001 01.04.2000

to
to
to
to
to
to
30.09.2005 31.03.2005 31.03.2004 31.03.2003 31.03.2002 31.03.2001

Permanent Differences
- Stamp Duty on increase in Share Capital

1.50

- Registration fees paid to ROC

3.75

0.10

0.43

0.00

(D)

0.10

5.25

0.43

0.00

(E) = ( C) + ( D)

(122.32)

178.90

292.92

401.79

146.82

1.52

Tax (Savings) /Expenditure thereon (F)

(41.17)

65.46

105.09

147.66

52.41

0.60

0.57

0.00

(0.00)

0.00

1.32

Tax Payable [higher of (B) or (G)]

10.18

0.00

(0.00)

1.32

Tax Provision as per Books

10.50

0.02

(0.00)

1.33

0.32

0.02

(0.00)

0.00

(0.00)

0.00

- Donation
- Other Adjustments
Total Permanent Difference
Net adjustment

Total Taxation Provision at Normal income

tax Rates for the year (G ) = ( A) + ( F )

Difference
Notes:
1.

During the period ended September 30, 2005, the Company has provided for tax liability in accordance with the provisions
contained in Section 115 JB of the Income Tax Act.

2.

The above information has been obtained from the Return of Income reviewed and filed (except for the period April 1, 2005
to September 30, 2005) by other independent Chartered Accountants (Sunil Chopra & Co.)

133

COMMITMENTS AND CONTINGENT LIABLITIES

ANNEXURE XV
(Rupees in Millions)

Particulars

As at

As at

As at

As at

As at

As at

30.09.2005 31.03.2005

31.03.2004

31.03.2003

31.03.2002

31.03.2001

COMMITMENTS
Estimated amount of contracts
remaining to be executed on Capital
Account

2.36

8.58

0.74

12.48

38.20

444.80

444.80

444.80

438.80

Claims against the Company not

acknowledged as debts

6.25

6.25

Demand for License Fees by

Government of India for Hyderabad
and Lucknow stations

132.70

447.16

453.38

451.79

457.53

170.90

CONTINGENT LIABILITIES
Guarantees issued by banks on behalf
of the Company

TOTAL
Notes:
1)

Claims against the company not acknowledged as debts during the year ended March 31, 2002
The Company is liable to pay Copyright fees on the broadcasting of sound recordings of the members of Phonographic
Performance Limited (PPL) on a needle hour basis. PPL has demanded Rs. 1,500 per needle hour, which has been
contested by the Company. The Honourable High Court of Calcutta vide its order dated September 28, 2001 has directed
the Company to pay an amount of Rs. 400 per needle hour. The payment to PPL has been made on this basis. The final
decision in this regard is subject to the decision of the Copyright Board and hence the liability in this regards is not
ascertainable.

2)

During the year ended March 31, 2004 bank guarantee aggregating Rupees 6 Million was issued in favour of Super
Cassettes Industries Limited for playing music at Delhi, Mumbai and Kolkata Stations.

3)

During the year ended March 31, 2005 Provision aggregating Rupees 6.25 Million has been made by the Company for
claims not acknowledged as debts.

4)

Demand for License Fees by Government of India for Hyderabad and Lucknow stations during the year ended March 31,
2002 is included in Guarantees issued by banks from the year ended March 31, 2003.

134

STATEMENT ON VALUE OF QUOTED AND UNQUOTED INVESTMENTS

ANNEXURE XVI
(Rupees in Millions)

Investment (Quoted)

Number of Units

September 30, 2005

Nil

Nil

6,760,978

76.16

Investment (Unquoted) (at Cost)

Units of Mutual Funds
HDFC Mutual Fund Floating Rate Income Plan
HDFC Mutual Fund Liquid Plan
Prudential ICICI Mutual Fund Floating Rate Plan C
Prudential ICICI Mutual Fund Liquid Plan

777,219

10.30

5,358,739

56.48

374,981

6.21
149.15

Aggregate amount of Repurchase price in Mutual Fund Units as at September 30, 2005 is Rs. 151.05 Million.
Investment (Quoted)

Number of Units

March 31, 2005

Nil

Nil

2,831,079

31.50

Investment (Unquoted) (at Cost)

Units of Mutual Funds
HDFC Mutual Fund Floating Rate Income Plan
HDFC Mutual Fund Liquid Plan
Prudential ICICI Mutual Fund Floating Rate Plan C
Prudential ICICI Mutual Fund Liquid Plan

311,631

4.10

2,127,557

22.00

331,979

5.36
62.96

Aggregate amount of Repurchase price in Mutual Fund Units as at March 31, 2005 is Rs. 63.03 Million.
Number of Units

March 31, 2004

Nil

Nil

HDFC Mutual Fund Floating Rate Income Plan

918,519

9.72

Prudential ICICI Mutual Fund Liquid Plan

493,227

Investment (Quoted)
Investment (Unquoted) (at Cost)
Units of Mutual Funds

7.65
17.37

Aggregate amount of Repurchase price in Mutual Fund Units as at March 31, 2004 is Rs. 17.43 Million.
Number of Units

March 31, 2003

Nil

Nil

167,404

2.00

HDFC Mutual Fund Income Plan

6,384,654

90.00

HDFC Mutual Fund Short Term Plan

9,434,823

101.37

Prudential ICICI Mutual Fund Short Term Plan

1,355,418

15.00

Prudential ICICI Mutual Fund Income Plan

1,690,112

30.00

274,796

4.07

Investment (Quoted)
Investment (Unquoted) (at Cost)
Units of Mutual Funds
HDFC Mutual Fund Liquid Plan

Prudential ICICI Mutual Fund Liquid Plan

242.44
Aggregate amount of Repurchase price in Mutual Fund Units as at March 31, 2003 is Rs. 246.63 Million.
135

Investment (Quoted)

Number of Units

March 31, 2002

Nil

Nil

8,487,279

117.88

Investment (Unquoted) (at Cost)

Prudential ICICI Mutual Fund Liquid Plan

117.88
Aggregate amount of Repurchase price in Mutual Fund Units as at March 31, 2002 is Rs. 118.35 Million.
Investment (Quoted)

Number of Units

March 31, 2001

Nil

Nil

2,577,747

36.19

166,193

2.05

6,353,240

100.00

Investment (Unquoted) (at Cost)

Units of Mutual Funds
Unit Trust of India Money Market Fund
Prudential ICICI Mutual Fund Liquid Plan
Alliance Income Fund Scheme

138.24
Aggregate amount of Repurchase price in Mutual Fund Units as at March 31, 2001 is Rs. 142.15 Million

136

RELATED PARTY TRANSACTION

ANNEXURE XVII

Statement of Related Party Transaction

As per Accounting Standard (AS-18)
A)

I)

Parties where control exists

Name of the Company

II)

Sep-05 2004-2005 2003-2004 2002-2003 2001-2002

Bennett, Coleman & Co. Ltd. Ultimate Holding Company

Times Infotainment Media

Limited

Holding Company

Other related parties

Name of the Company

B)

Relationship

Relationship

Sep-05 2004-2005 2003-2004 2002-2003 2001-2002

Vardhaman Publisher Limited Fellow subsidiary companies

Times Internet Limited

Fellow subsidiary companies

Times Online Money Limited Fellow subsidiary companies

Directors of the Company

Name

Designation

Shri A P Parigi

Managing Director (w.e.f.

August 01, 2000)

Shri Arun Arora

Non Executive Director

Shri Mahendra Swarup

Non Executive Director

(w.e.f.14.10.2004)

Shri Pradeep Guha

Sep-05 2004-2005 2003-2004 2002-2003 2001-2002

Non Executive Director

(Resigned w.e.f.12.01.2005)

Shri Probal Ghosal

Non Executive Director

Shri A K Bahl

Non Executive Director

Shri Ranjan Garg

Non Executive Director

Shri Bhaskar Das

Non Executive Director

Shri Vijay G. Jindhal

Non Executive Director

Shri Ravindra Dhariwal

Non Executive Director

Shri Frederic Beauvais

Non Executive Director

Shri Manoj Thakur

Non Executive Director

Shri Alaine Fontaine

Non Executive Director

As per Accounting Standard (AS-18)

C)

Managerial Remuneration
Period

Amount

2000 2001

2001 2002

5.70

2002 2003

5.75

2003 2004

8.47

2004 2005

10.18

September 2005

2.92
137

D) Due from Directors

September 30, 2005

1.61
(Rs. in Million)

30th September, 2005

Particulars
Print Advertisement Expenses

Transactions
Bennett, Coleman & Times Infotainment Times Internet
Vardhaman
Co. Ltd.
Media Ltd.
Ltd. Publishers Ltd.

Total

20.81

5.51

0.06

5.57

0.15

0.15

15.47

2.18

- 17.65

17.12

- 17.12

5.86

4.09

0.68

- 10.62

42.69

0.01

1.56

- 44.26

Advance Given

4.14

Advance Taken

12.91

- 12.91

6.47

1.13

46.87

0.01

3.48

- 50.36

Lease Rentals
Web Hosting Charges
Recovery of Expenses
Event Expenses
Reimbursement of Expenses
Radio Advertisement Revenue

Outstanding payable
Outstanding Receivable

- 20.81

4.14

7.60

(Rs. in Million)
31st March, 2005
Particulars
Print Advertisement Expenses

Transactions
Bennett, Coleman & Times Infotainment Times Internet
Vardhaman
Co. Ltd.
Media Ltd.
Ltd. Publishers Ltd.

Total

9.06

9.06

0.12

0.11

0.23

0.30

0.30

2.90

2.90

Recovery of Expenses

7.36

7.36

Event Expenses

18.78

- 18.78

Reimbursement of Expenses

8.74

2.06

- 10.80

Radio Advertisement Revenue

6.34

0.02

7.82

- 14.18

Inter Corporate Deposits Taken

70.00

- 70.00

Inter Corporate Deposits Repaid

70.00

- 70.00

Advance Given

5.58

5.58

Advance Taken

1.71

1.71

0.33

0.30

0.63

0.32

0.03

1.76

2.11

Internet Advertisement Expenses

Lease Rentals
Web Hosting Charges
Interest paid on Inter Corporate
Deposits

Outstanding Oayable
Outstanding Receivable

138

(Rs. in Million)
31st March, 2004
Particulars

Print Advertisement Expenses

Transactions
Bennett,
Coleman &
Co. Ltd.

Times
Times Times Online
Vardhaman
Infotainment Internet Ltd.
Money Ltd. Publishers Ltd.
Media Ltd.

Total

31.24

31.24

0.43

0.43

0.12

0.11

0.23

0.30

0.30

0.05

7.00

7.05

9.23

9.23

9.40

0.94

0.05

10.39

Radio Advertisement Revenue

0.25

0.05

0.30

Inter Corporate Deposits Taken

60.00

60.00

Inter Corporate Deposits Repaid

60.00

60.00

Advance Given

2.85

2.85

Advance Taken

0.88

0.88

1.31

0.43

1.74

0.06

0.72

0.27

0.06

1.11

Internet Advertisement Expenses

Lease Rentals
Web Hosting Charges
Recovery of Expenses
Event Expenses
Reimbursement of Expenses

Outstanding Payable
Outstanding Receivable

(Rs. in Million)
31st March, 2003
Particulars

Transactions
Bennett, Coleman & Times Infotainment Times Internet
Vardhaman
Co. Ltd.
Media Ltd.
Ltd. Publishers Ltd.

Total

Print Advertisement Expenses

8.54

8.54

Lease Rentals

0.12

0.11

0.23

0.35

0.35

0.38

3.96

4.34

Reimbursement of Expenses

11.67

25.26

- 36.93

Inter Corporate Deposit taken

350.50

- 350.50

Inter Corporate Deposit Repaid

350.50

- 350.50

3.91

1.38

752.64

- 752.64

Outstanding Payable

0.12

0.35

0.14

0.61

Outstanding Receivable

0.17

0.17

Web Hosting Charges

Recovery of Expenses

Advance Taken
Contribution towards equity

139

5.29

(Rs. in Million)
31st March, 2002
Particulars
Print Advertisement Expenses

Transactions
Bennett,Coleman & Times Infotainment Times Internet
Vardhaman
Co. Ltd.
Media Ltd.
Ltd. Publishers Ltd.

Total

3.11

3.11

Lease Rentals

0.04

0.04

Event Expenses

0.66

0.66

Inter Corporate Deposit Taken

244.50

- 244.50

Contribution towards equity

600.00

- 600.00

Outstanding Payable

244.50

0.66

0.04 245.20

140

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our financial
statements, as restated, for each of the fiscal years ended March 31, 2003, 2004 and 2005, and the six months ended
September 30, 2005, including the notes thereto and the reports, schedules and annexures thereon, which appear in the
Auditors Report included on page 112 of this Prospectus. These financial statements are prepared in accordance with Indian
GAAP and the Companies Act and are restated in accordance with SEBI Guidelines. Financial information relating to the six
months ended September 30, 2004 included in this Prospectus have been derived from the audited financial statements for
such period, prepared in accordance with Indian GAAP as set forth in a report of the Auditors which has not been included
herein.
Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year (e.g., fiscal 2005) are to the twelvemonth period ended March 31 of that year. We have only one subsidiary, Times Innovative Media Private Limited, or TIMPL,
which commenced business in October 2005. Our financial statements in this Prospectus are presented on an unconsolidated
basis.

Introduction
Our primary business is radio broadcasting and we currently operate radio broadcasting stations in seven cities in India,
including the four metropolitan cities of Delhi, Mumbai, Chennai and Kolkata. We commenced commercial operations in the
city of Indore in October 2001, and subsequently in the cities of Ahmedabad (December 2001), Mumbai (April 2002), Pune
(May 2002), Delhi (April 2003) and Chennai and Kolkata in May 2003. We derive income primarily from the sale of commercial
airtime on our radio channels. In fiscal 2005, 2004 and 2003, income from airtime sales was Rs.749.44 million, Rs.556.01 million
and Rs.207.26 million, and in the six months ended September 30, 2005 and 2004, income from airtime sales was Rs.483.71
million and Rs.311.41 million.
Effective as of October 1, 2005 (the Effective Date), the Companys Subsidiary, TIMPL, acquired the event management and
out-of-home media businesses of TIML, one of the Companys Promoters, pursuant to a business transfer agreement dated
November 4, 2005 (the Business Transfer Agreement), for a total consideration of Rs. 5.76 million, based on the book value
of such businesses (the Acquisition). Accordingly, our consolidated results of operations for financial periods after October 1,
2005 will give effect to the Acquisition and include the operating results of the acquired businesses. As per the audited
financial statements of TIML prepared under Indian GAAP, in the fiscal year ended March 31, 2005, total income from the event
management business segment was Rs.262.18 million and total income from the out-of-home media business segment was
Rs.9.48 million. The business that has been acquired currently excludes the business forming part of the agreement dated
September 20, 2005 between the Delhi Metro Railway Corporation and TIML, although TIMPL has been appointed a marketing
agent by TIML to service this contract. Historical results of TIML may not be indicative of the financial condition and results of
operations of these businesses after their acquisition by us.
The Company incurred losses from fiscal 2002 to fiscal 2005. In fiscal 2005, 2004 and 2003, the Company had net loss before
tax and adjustment of Rs.179.20 million, Rs.293.23 million and Rs.402.10 million. These losses were primarily due to the
Companys high license fee obligations, which were a fixed sum based on the amount that the Company had initially bid in
fiscal 2001 to obtain each license, with an annual increase of 15% on a cumulative basis. The Companys license fees in fiscal
2005, 2004 and 2003 were Rs.398.53 million, Rs.347.08 million and Rs.257.01 million.
Under the Phase II Policy issued on July 13, 2005, the MIB invited tenders to bid for a total of 338 radio channels in 91 cities
across India, which include the seven cities where we currently operate radio stations. As per the Tender Document issued on
September 21, 2005, the bidding is a two-step process, with interested parties first short-listed on the basis of certain prequalification criteria, and then the short-listed parties invited to submit financial bids in a phased manner. This process is
currently underway and, based on the timetable specified in the Tender Document, financial bidding is expected to be completed
by February 3, 2006. Financial bidding commenced on January 6, 2006 and we successfully bid for licenses for the cities of
Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur. On January 13, 2006, we were one of the successful bidders
for licenses for the cities of Jalandhar and Varanasi. On January 20, 2006 we were the only successful bidder for the license for
the city of Patna. On January 27, 2006, we bid for the nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik, Panaji, Rajkot,
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Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the aggregate OTEF for these cities. We
have paid 50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35 million, with respect to these nine cities and also
provided performance bank guarantees for the remaining 50% of the OTEF. The MIB has informed us by a letter dated January
30, 2006 that we are required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6,2006. We
also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February 3,
2006. Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in
certain Indian newspapers informing them about material developments regarding our participation in the Phase II bidding
process. We have yet to enter in grant of permission agreements for these cities.
Under the Phase II Policy, a licensee is required to pay license fees based on a revenue sharing formula, which is the higher of
(1) 4% of Gross Revenues for each year, which includes income from airtime sales, service tax and agency commissions as
specified in our invoice and (2) 10% of the Reserve OTEF limit for the concerned city, which is equal to 25% of the highest
financial bid received for such city (or region, as applicable) under the Phase II bidding process. Based on the Phase II Policy,
effective April 1, 2005, we have accounted for license fees at the rate of 4% of Gross Revenue, as the Reserve OTEF limit is not
ascertainable as yet. As a result of this accounting change, our license fees have decreased to Rs.28.13 million in the six months
ended September 30, 2005 from Rs.193.17 million in the six months ended September 30, 2004, and in the six months ended
September 30, 2005, the Company had net profit before tax and adjustment of Rs.124.01 million, compared to net loss before
adjustment of Rs.146.26 million in the six months ended September 30, 2004. For the six months ended September 30, 2005,
the license fees of Rs.28.13 million consists of an amount of Rs.25.00 million for our seven operational stations based on the
revenue sharing formula and the remainder for payments in respect of licenses for two radio stations of Bhubaneshwar and
Jabalpur, which we had surrendered to the MIB. If we assume that we were required to account for all of our license fees under
the fixed license fee regime of the Phase I Policy, the total license fees payable for our seven operational stations in the six
months ended September 30, 2005 would be Rs.217.70 million.
As part of the bidding process under the Phase II Policy, we are required to pay a one-time entry fee, or OTEF, equal to our bid
amount for any new radio channel with respect to which our bid is successful. The aggregate OTEF payable by us with respect to
the seven cities that we successfully bid for on January 6, 2006, is Rs.702.00 million. The aggregate OTEF payable by us with
respect to the two cities of Jalandhar and Varanasi that we successfully bid for on January 13, 2006, is Rs. 33.60 million and the
OTEF is Rs. 51.30 million with respect to the city of Patna, that we successfully bid for on January 20, 2006. Further, on January 27,
2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur, Kolhapur, Nasik,
Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the aggregate OTEF for these
nine cities. We have paid 50% of the aggregate OTEF, in an aggregate amount of Rs. 125.35 million, with respect to these nine
cities and also provided performance bank guarantees for the remaining 50% of the OTEF. The MIB has informed us by a letter
dated January 30, 2006 that we are required to pay the remaining OTEF, in an aggregate amount of Rs. 125.35 million, by
February 6,2006. We also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be
held on February 3, 2006. Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s)
to investors in certain Indian newspapers informing them about material developments regarding our participation in the Phase II
bidding process. We will also need to enter into grant of permission agreements (licenses) for these nineteen cities, forms of
which have been agreed by the bidders and the MIB prior to the commencement of the financial bidding process.
Further, we have received a letter from the MIB dated December 21, 2005 granting us the initial option to migrate all of our
existing seven licenses from Phase I Policy to Phase II Policy, provided that we clear our outstanding dues. We have by our letter
dated January 3, 2006 exercised our right to migrate and cleared our remaining outstanding dues, without prejudice, in an
amount of Rs. 55.95 million, for our existing licenses under the Phase I Policy. We will be required to enter into new license
agreements (termed as grant of permission agreements under the Phase II Policy) for all the seven cities in which we are
currently operational and migrate to the Phase II Policy. To migrate our existing licenses, we are required to pay the Migration
Fee with respect to each such license. Under the Phase II Policy the Migration Fee is calculated as the average of all the
successful bids received under the Phase II bidding process for that city or region, as applicable. The Migration Fee payable with
respect to six of our seven existing licenses, excluding the city of Indore, was Rs. 767.73 million and the same was paid on
January 16, 2006. The bidding for Indore took place on January 27, 1006 and we are awaiting formal intimation from MIB with
respect to the Migration Fee payable for the same. In our financial statements as at and for the six months ended September
30, 2005, we have not accounted for Migration Fee payments resulting from any migration of existing licenses and our financial
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statements for periods after April 1, 2005 will include a charge depending on the amount of Migration Fee payable by us if we
migrate an existing license. While the total amortization charge is currently not ascertainable, based on the results of the bidding
on January 6, 2006 and a letter dated January 10, 2006 received from the MIB, we have calculated that the amortization charge
with respect to six cities, excluding Indore, in our financial statements for the period from April 1, 2005 to September 30, 2005
is Rs. 38.39 million. This amount has not been provided for in our financial statements for this period.
The Phase II bidding process is currently expected to be completed in February 2006 and our financial statements as at and for
the six months ended September 30, 2005 and subsequent periods may undergo substantial changes or adjustments depending
on a range of factors, and may require to be restated for periods after April 1, 2005. Therefore, our financial statements for such
periods may not accurately reflect our historical performance and may not be indicative of our future performance.
We intend to use a substantial portion of the net proceeds of the Issue to repay bridge financing facilities that we have availed
of to pay the OTEF for the new licenses that we have been recently succesfull in obtaining, bid for new licenses under the Phase
II Policy and pay the Migration Fee for the migration of some or all of our licenses under the Phase I Policy regime to the regime
under Phase II Policy. Our business will significantly expand with the acquisition of new licenses, although we will incur high
initial expenses for the build-out and operation of additional radio broadcasting stations. Because of the competitive nature of
the financial bidding process, we have not identified in this Prospectus the additional cities which we plan to bid for or the
maximum amount that we intend to bid for such radio channels. Also, we may change our current internal estimates for the
additional cities we intend to bid for. We cannot assure you that the Phase II Policy will be implemented on schedule, as per its
current terms or at all, or whether we will be successful in acquiring any additional radio channels for which we bid.
Pursuant to a court approved scheme, effective as of April 1, 2005, the Company offset accumulated losses to the extent of
Rs.1,017.55 million by reducing its share capital account in the amount of Rs.830.42 million and the entire securities premium
account in the amount of Rs.187.14 million. Accordingly, the Companys issued, subscribed and paid-up shares capital reduced
from Rs.1,169.60 million, consisting of 116,960,000 equity shares of Rs.10 each, to Rs.339.18 million, consisting of 33,918,400
equity shares of Rs.10 each. The Company cancelled 83,041,600 equity shares of Rs.10 each. These transactions have been
reflected in our financial statements as at and for the six months ended September 30, 2005.
Our Promoters, TIML and BCCL, are entities that are a part of the Times Group and immediately upon completion of the Issue will
together own 73.20% of our issued Equity Shares (71.30% assuming the exercise of the Green Shoe Option in full), assuming
no exercise of any outstanding stock options. We depend on our relationship with the Times Group in many ways. We have
access to the Times Groups resources and experience and have certain marketing arrangements with the Times Group,
particularly in relation to our event management and out-of-home media businesses. We also benefit from the Times Groups
access to the Indian film and entertainment industry and third-party suppliers. We intend to continue to leverage the benefits
of being a part of the Times Group.

Sources of Income
Our airtime sales income is derived primarily from the sale of radio broadcasting time to national and local agencies and
advertisers. Our licenses to operate FM radio channels are free to air and therefore we are dependent upon the sale of
advertisements to generate income. Our income is recognized on an accrual basis once we play the advertisement on-air and
invoice the client. This income is recognized net of agency commissions and other discounts. Income from national advertising
consists of sales made to advertisers that operate in more than one city (irrespective of whether they advertise only in a single
city) and income from local advertising is comprised of sales made to advertisers that operate only in a single city. Within each
market, we have separate teams that focus on corporate accounts and retail accounts. Our airtime sales are supervised by our
head of sales who is based in Mumbai. We do not have an external sales agency to assist us with our sales and marketing
efforts. Most of our sales are made to agencies that negotiate with us for advertising rates and capacity on-air; however, some
sales are also made directly to end clients, such as companies in the local markets or entities that are part of the Times Group.
Our airtime sales income also includes income from sponsorship of event and promotional activities relating to our radio
broadcasting, which we term as Mirchi Activation events. We utilize our airtime inventory to promote an event, which also
increases our brand profile and generates an additional source of income. For example, we organized a property mela or fair,
together with a bank in India, where we arranged the attendance of certain celebrities for such event and also promoted the
event on-air locally. We charge a fixed-fee for such activities and the income is recognized once we invoice the client upon the
completion of such event. We also offer customized deals with incentives to large value customers and advertisements for
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multiple reasons.
We also derive other income, which may be recurring or non-recurring. For details, please see Annexure XIII to our Restated
Financial Statements beginning on page 131 of the Prospectus.
Our airtime sales are a function of the amount of airtime utilised for advertising and the rates we are able to effectively realize
from the sale of this airtime. Our income from airtime sales is based primarily on the following factors:

the radio stations reach and listenership, within each market and across multiple markets;
share of radio broadcasting in a clients total advertising budget and competition from other media, including print and
television;

the size of the market;

the time of the day the advertisement airs; and

the amount of airtime used for advertisements.

Tracking of radio listenership data is still evolving in India and is measured by an independent ratings agency, MRUC, only in the
cities of Delhi and Mumbai. In the cities of Chennai, Kolkata, Ahmedabad, Pune and Indore, listenership data is measured by
IMRB, a research agency commissioned by us.
Our advertising rates are based typically on five time slots in a 24-hour period, comprising family (7:00 am to 8:00 am), family/
drive (8:00 am to 12:00 pm), housewives/traders/youth (12:00 pm to 5:00 pm), drive (5:00 pm to 10:00 pm) and BPOs/youth/
drive (10:00 pm to 7:00 am). Our effective advertising rates are higher in the morning (7:00 am to 12:00 pm) and evening (5:00
pm to 10:00 pm) time slots. Our content consists primarily of music and programs based on the Indian film and entertainment
industry. Under our licenses, we are not permitted to broadcast news or current affairs programs.
We monitor our capacity utilisation for each of our radio broadcasting stations. The amount of airtime utilised in advertisements
compared to airtime for radio jockey talk and music broadcast is an important determinant of our income. Our capacity utilisation
depends on factors such as the city, time of the day, as well as the time of the year in which the advertisement is broadcast.
During peak times in a day and in busy months, we increase the amount of airtime for advertisements, and experience an
increase in capacity utilisation. Typically, we allocate 10 minutes every hour from 7:00 am until 11:00 pm for advertisers.
During months of peak demand, typically between September and February, we may increase the time available for
advertisements. Based on Aircheck data, between October 1, 2004 and September 30, 2005, in our radio stations located in the
four metropolitan cities, we utilised approximately 39.0% of our full capacity for advertisements, assuming full capacity of 12
minutes per hour in a 16 hour period during the day. Our future capacity utilisation may be affected by many factors, including
an increase in competition and our ability to increase our effective advertising rates.
Our operations are in seven cities spread across different regions in India. This gives access to a higher number of listeners
compared to any other private FM radio operator in the country. We use our multiple stations and market presence to negotiate
favorable rates with advertisers. Our markets have differing demographics and listener preferences and effective advertising
rates and capacity utilisation differ among these cities. Delhi and Mumbai are our most important markets and we expect them
to continue to be important to our business and results of operations.
In the radio broadcasting industry, seasonal fluctuations in income are common and are due primarily to variations in expenditures
by advertisers. Typically, our income is higher between the months of September and February, when there are greater
numbers of festivals and holidays in India and demand for radio advertising time is high.
We generate income from multiple advertisers and advertiser segments including companies in sectors such as fast moving
consumer goods (FMCG), banking and financial services, consumer durables, telecommunications, automotive, media, property,
petroleum and others. Our relationship is primarily with the advertising agency representing the end client, although we also
have direct relationships with many clients.
As at September 30, 2005, we had sundry debtors of Rs.310.14 million. These are accounts receivables where income has
been recognized in our profit and loss accounts. A significant amount of such sundry debt is considered good, and is due from
clients invoiced during the quarter ended September 30, 2005. As at September 30, 2005, our doubtful debt was Rs.8.27
million. We make provisions for sundry debt that is outstanding over 270 days.

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Components of Expenditure
Our principal expenditures are (1) production expenses, (2) license fees, (3) administration and other expenses and (4) employee
costs.
Production Expenses
Production expenses consist primarily of royalty and other production expenses.
Royalty
We pay royalty to PPL, an industry organization, and various music companies (such as SCIL) that are not a part of PPL. In
addition, for each sound recording from PPL, we also pay royalty to IPRS, a collective society that represents artists. We pay
royalty on a per needle hour basis, which is based on the duration of sound recordings of the licensor that we broadcast.
We pay royalties to PPL at rates that have currently been fixed by the Copyright Board as per the directions of the High Court of
Calcutta, based on a weighted average formula using the rates determined by the Copyright Board. We pay PPL for sound
recordings at all our radio stations at an average cost per needle hour of Rs.661. Similarly, we pay SCIL for sound recordings at
the three radio stations of Mumbai, Delhi and Kolkata, at needle hour rates that vary between Rs.300 and Rs.1,200, depending
upon the time of the day the sound recording is broadcast pursuant to a Copyright Board order. We are in dispute with PPL and
SCIL regarding the royalty amount that we are currently paying.
We pay IPRS for sound recordings at each of our radio stations at rates specified under ten-year contracts that expire in July
2011 and pay a fixed amount per city per year with a specified increase every year. For the Chennai and Kolkata radio
broadcasting stations, where we also play music in Tamil and Bangla, respectively, we have additional agreements with various
film production and music companies.
If we expand our business and operate additional radio broadcasting stations, the number of songs we play will increase and our
expenditure on royalty will correspondingly increase.
Other production expenses
Other production expenses include power and fuel expenses, transmitter link charges, integrator charges and fees paid to
external talent.
License Fees
License fees are paid to the MIB separately for each radio broadcasting station and to the WPC and SACFA for frequency and
spectrum allocation.
Until March 31, 2005, we paid a fixed amount of license fees as specified under our license agreements. The fees were based on the
amount that the Company had initially bid to obtain each license with an annual increase of 15% on a cumulative basis. Effective April
1, 2005, on the basis of the Phase II Policy issued in July 2005, we have accounted for license fees as 4% of Gross Revenue.
License fees under the Phase I Policy until March 31, 2005, and the revenue share fee under the Phase II Policy after April 1,
2005, have been expensed as incurred.
On January 6, 2006, we bid successfully for licenses for the cities of Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and
Jaipur. The aggregate OTEF that was payable by us with respect to the seven cities that we successfully bid for on January 6,
2006, was Rs.702.00 million. We had paid 50% of the aggregate OTEF, in an amount of Rs.351.00 million, with respect to these
seven cities and also provided performance bank guarantees in an aggregate amount of Rs.351.00 million for the remaining
50% of the OTEF. We have paid the remaining 50% of the OTEF for these seven cities on January 16, 2006, and the bank
guarantees have been returned to us by MIB. We have received letters of intent dated January 17, 2006 from the MIB for
establishing and providing FM radio broadcasting services in Bangalore, Hyderabad, Nagpur, Kanpur, Lucknow, Surat and Jaipur.
We have also received Letters of Intent from the MIB dated January 23, 2006 for the cities of Jalandhar and Varanasi. We are yet
to enter into grant of permission agreements for these seven cities.
On January 13, 2006, we bid successfully for licenses for the cities of Jalandhar and Varanasi. The aggregate OTEF payable by
us with respect to the two cities that we successfully bid for on January 13, 2006, is Rs.33.60 million. We had paid 50% of the
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aggregate OTEF, in an amount of Rs.16.80 million, with respect to these two cities and also provided performance bank
guarantees in an aggregate amount of Rs.16.80 million for the remaining 50% of the OTEF. We have paid the remaining 50% of
the OTEF on January 23, 2006, and the bank guarantees have been returned to us by MIB. We are yet to enter into grant of
permission agreements for these two cities.
On January 20, 2006, we bid successfully for a license for the city of Patna. The aggregate OTEF payable by us with respect to
the city of Patna, is Rs.51.30 million. We had paid 50% of the aggregate OTEF, in an amount of Rs.25.65 million, with respect to
the city of Patna and also provided performance bank guarantees in an aggregate amount of Rs.25.65 million for the remaining
50% of the OTEF. We have paid the remaining 50% of the OTEF on January 30, 2006, and the bank guarantees have been
returned to us by MIB and surrendered. We are yet to enter into a grant of permission agreement for Patna.
On January 27, 2006, we were among the successful bidders for licenses for the nine cities of Aurangabad, Bhopal, Jabalpur,
Kolhapur, Nasik, Panaji, Rajkot, Raipur and Vadodara. We have bid an aggregate amount of Rs. 250.70 million, which is the
aggregate OTEF for these nine cities. We have paid 50% of the aggregate OTEF, in an amount of Rs. 125.35 million, with respect
to these nine cities and also provided performance bank guarantees in an aggregate amount of Rs.125.35 million for the
remaining 50% of the OTEF. The MIB has informed us by a letter dated January 30, 2006 that we are required to pay the
remaining OTEF, in an aggregate amount of Rs. 125.35 million, by February 6, 2006. We are yet to enter into grant of permission
agreements for these cities as well.
We also intend to participate in the bidding for certain remaining cities under the Phase II bidding process to be held on February
3, 2006.
Until the grant of listing and trading permission from the Stock Exchanges, we intend to publish notice(s) to investors in certain
Indian newspapers informing them about material developments regarding our participation in the Phase II bidding process.
Further, we have exercised our right to migrate all of our existing seven licenses and cleared our remaining outstanding dues,
without prejudice, in an amount of Rs. 55.95 million, for our existing licenses under the Phase I Policy. We are also required to
pay a one time Migration Fee. The Migration Fee payable with respect to six of our seven existing licenses, excluding the city
of Indore, was Rs. 767.73 million and the same was paid on January 16, 2006. The bidding for Indore took place on January 27,
1006 and we are awaiting formal intimation from MIB with respect to the Migration Fee payable for the same.
The OTEF amounts and the Migration Fees will be recognized as an intangible asset and measured at cost. These amounts will
be amortized on a straight line basis over the life of the license, and with respect to the Migration Fee, such period will
commence from April 1, 2005, and with respect to OTEF for the new radio channels that we have acquired and may acquire, the
period will commence from date of operationalisation.
The revenue share will be computed on the basis of gross revenue or Reserve OTEF Limit, as applicable, and expensed as
incurred. Based on the Phase II Policy issued by the MIB, effective April 1, 2005, we have accounted for license fees at the rate of
4% of Gross Revenue. However, under the revenue sharing regime in the Phase II Policy and the Tender Document, the license
fee is the higher of (1) 4% of Gross Revenues for each year and (2) 10% of the Reserve OTEF for the concerned city. Reserve OTEF
is defined under the Tender Document as the reserve one time entry fees (Reserve OTEF), and is equal to 25% of the highest
successful valid financial bid pursuant to the bidding for each city. For six out of our seven existing licenses, the Reserve OTEF is
lower than the license fee accounted on the basis of 4% of Gross Revenues, based on the bidding process completed on January
6, 2006. For the city of Indore, if the actual Reserve OTEF limit is higher than the license fees that we have accounted on the basis
of 4% of Gross Revenue, we will need to take an additional charge in our profit and loss account, which will occur as early as the
last quarter of fiscal 2006 if the bidding process under the Phase II Policy is completed as per current schedule.
Our existing license agreements have not been amended to reflect the terms of the Phase II regime, and we have not received
any formal communication from the MIB, as the licensor, or the TRAI, as the regulator, confirming that we should pay license
fees on the basis of a revenue sharing formula and that we are no longer required to pay license fees on a fixed fee basis as set
forth in our existing license agreement. If, for any reason, we are required to change our existing accounting treatment of
revenue sharing of license fees, including because the Government requires us to do so or because the Phase II Policy is
amended, delayed, struck down or declared void, whether in a court of law, by the Government or otherwise, or because we are
unable to take steps for any reason to migrate some or all our existing licenses to the Phase II Policy for any reason our results
of operations after April 1, 2005, including our financial statements for the six months ended September 30, 2005 presented in

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this Prospectus, may be materially and adversely effected. In particular, after incurring net losses since fiscal 2002, we have
declared net profits in the six months ended September 30, 2005, and we may need to restate these results to show higher
license fees and reduce substantially the net profits for such six month period and for subsequent periods.
Administration Expenses and Employee Costs
Administration expenses consist primarily of advertising and publicity expenses, traveling and conveyance, rent,
communications, legal and consultancy costs, software costs and other expenses. Marketing, advertising and related costs
typically comprise the significant administration expenses. Employee costs relate to salaries, wages, commissions and
allowances, contribution to provident fund and other medical and retirement benefits. As at September 30, 2005, we had 330
employees, of whom more than 130 comprised sales personnel. We have not experienced significant attrition in our senior
management and radio talent. As competition increases, including as result of the addition of new radio stations under the
Phase II Policy, we may face difficulty in retaining employees, including our sales force, since we are the market leader in the
private FM industry with employees that have relevant experience. In fiscal 2006 and subsequent periods, we may also incur
charges associated with our employee stock option schemes, which cover the present and future employees and directors of
the Company, the Companys holding company and the Companys subsidiaries. The ENIL ESOS - 2005 and the grant of
options under such scheme was approved by our Board of Directors and shareholders on November 5, 2005. For more
information on our employee stock option schemes, see notes to the Capital Structure on page 20 in this Prospectus.

Additional Factors Affecting Our Results of Operations

Acquisition of the Event Management and Out-of-Home Media Businesses
Pursuant to the Business Transfer Agreement, our Subsidiary acquired all assets and liabilities of TIML relating to the event
management business and out-of-home media business for a total consideration of Rs.5.76 million. The Acquisition is effective
as of October 1, 2005.
The out-of-home media business that has been acquired excludes the business forming part of the agreement dated September
20, 2005 between the Delhi Metro Railway Corporation and TIML, although TIMPL has been appointed a marketing agent by
TIML to service this contract. TIML is also in the business of film production, which has not been acquired by our Subsidiary.
Historical results of TIML may not be indicative of the financial condition and results of operations of these businesses after their
acquisition by us.
The Business Transfer Agreement provides that TIML shall do all necessary acts, matters and deeds for our Subsidiary to have
the benefits of all agreements, concessions and privileges enjoyed or held by TIML relating to theacquired businesses. Under
certain of its client contracts, TIML is required to obtain consents from clients to transfer such contracts to the Subsidiary. TIML
may also be required to obtain approvals from government agencies and local authorities to transfer certain assets, intellectual
property, employees, permits and licenses. The process of obtaining client and third party consents and various other required
approvals and consents has recently commenced. If clients that are important to these businesses do not agree to transfer their
contracts to TIMPL or novate such contracts in favor of the Subsidiary, or TIML does not obtain any approval or consent to
transfer other material assets, it may materially and adversely affect our consolidated financial statements. Also, we may incur
costs and management time and resources in ensuring that all such transfers are completed and such approvals and consents
are obtained. With respect to employees, the Business Transfer Agreement provides that our Subsidiary shall employ all such
employees of these businesses, which consist of 119 personnel, on terms and conditions that are not less favourable than
those enjoyed by these employees, prior to October 1, 2005.
The consideration for the Acquisition has been valued by an independent chartered accountant and reflects the book value of
the assets and liabilities of the acquired businesses.
The Business Transfer Agreement also provides that the consideration shall be increased or decreased to give effect to certain
transactions taking place on or after October 1, 2005 (the Appointed Date) till the date of completion of the last formality
required to be complied with in respect of transfer of the business or any earlier date from which the business is directly carried
on by our Subsidiary. These transactions are as follows:
i.

an increase and/or decrease in the equipment due to purchase or sale of any of the items described therein after the
Appointed Date;
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ii.

an increase and/or decrease in current assets such as loans, advances and deposits and other commercial receivables
after the Appointed Date;

iii.

an increase and/or decrease in current liabilities after the Appointed Date; and

iv.

an increase and/or decrease in the amounts due between TIML and our Subsidiary.

Set forth below is a brief explanation of certain components of income and expenditure in these two businesses.
Event Management
We will derive event management income primarily from organizing and promoting music, theatrical, business and outdoor
events. Income derived from these events is mainly from management fees and sponsorship and broadcasting and possibly
ticket sales in future. Typically, the company receives a fixed lump sum fee or a fixed amount plus a percentage of sponsorship.
The primary expenses of the event management business is the cost of venue, the cost of artists for a live event and other
event production costs such as dcor and lighting. We do not own any venue where we organize events.
Out-of-Home Media
Out-of-home media income is generated from the sale of space on displays, which include bus queue shelters. We intend to
enter into the ownership and marketing of electronic displays such as LED screens. However, we currently recognise income
from the marketing fees we charge BCCL, and intend to charge TIML, resulting from their respective contracts with BEST and
DMRC. We intend to directly enter into contracts with government entities, if possible. This business is seasonal and the rates
for outdoor properties also dependent upon the location of the property and whether or not there is a light display on such
property. These contracts are typically with the state or central government or related entities, are usually won in a competitive
bid and generally have terms that vary between two and four years.
The bus queue shelter contracts for south and west Mumbai are between BEST, and BCCL and the Subsidiary is now the
marketing agent for BCCL for such bus shelters. We currently do not have significant expenses since we are only the marketing
agent under our contract with BCCL, which is currently the main source of income in this business.
We expect that major expenses in the out-of-home media business will consist of production expenses, including revenue
sharing or minimum guarantees on certain contracts and site lease expenses, primarily for sites under our advertising displays.
Litigation
We are in dispute with two of our content providers, PPL and SCIL, and the legal proceedings are pending before the Supreme
Court of India. We are also in separate legal proceedings with PPL, which are currently pending before the High Court of
Calcutta. If these cases are decided against us or if we reach any settlement with these parties, we may pay higher royalty rates
which may adversely affect our profitability. If, for any reason, we are unable to enter into mutually agreeable agreements with
SCIL and PPL, we may not be able to broadcast a substantial amount of sound recordings, which may adversely affect our
business, listenership and financial performance.
We had legal proceedings against the MIB before the TDSAT relating to the payment of license fees for all our operational radio
stations other than the Chennai station, for which we had legal proceedings against the MIB before the High Court of Madras.
In fiscal 2005, we have paid two-third of our license fees for four radio stations in the cities of Indore, Mumbai, Delhi and Kolkata,
one-third of our license fees for two radio stations in the cities of Ahmedabad and Pune and have not paid license fees for the
Chennai radio station. However, we have provided an amount of Rs.193.75 million in respect of all such fee payments for our
seven radio stations, which has been expensed in our profit and loss accounts, as restated, in fiscal 2005. On October 20, 2005,
we were directed by the TDSAT to pay the Government outstanding amounts for license fees relating to the six radio stations
licenses that are in dispute before the TDSAT within eight weeks of the date of such order. We also received a letter from the
MIB dated December 21, 2005 requiring the Company to exercise its initial option to migrate to the Phase II Policy regime latest
by January 4, 2006 after remitting its outstanding dues together with 8% interest. We have by our letter dated January 3, 2006
exercised our right to migrate and cleared our remaining outstanding dues, without prejudice, in an amount of Rs. 55.95 million,
for our existing licenses under the Phase I Policy.
We have also filed arbitration petitions against the MIB before the High Court of Bombay to seek a stay on the possible
148

invocation of our bank guarantees under the licenses for certain radio broadcasting stations which we did not operationalise but
for which we have executed license agreements in October 2000 after the Phase I bidding process. These radio broadcasting
stations are in the cities of Hyderabad, Lucknow and Cuttack. We have provided an amount of Rs.6.25 million as earnest money
deposit that we paid for such licenses, which has been expensed in our profit and loss accounts, as restated, for fiscal 2005.
However, we have not made any other provisions with respect to such licenses. An adverse order against us by an arbitrator,
who has not been appointed as yet under the terms of the licenses, may result in the invocation of our bank guarantees which
are in an aggregate amount of Rs.134.95 million, excluding any interest or penalty that an arbitrator may award. The MIB has
sent us letters dated December 14, 2005, terminating the licenses for the cities of Hyderabad, Lucknow and Cuttack without
prejudice to the pending legal proceedings.
Acquisition of Licenses under the Phase II Policy
Our income and expenditure will increase if we acquire new licenses under the Phase II Policy. We will incur expenses to
acquire licenses and meet other operating expenses, including production, administration and employee expenses, and other
costs, such as depreciation. Therefore, we expect that in the initial phase, the growth in income from such new stations may
not be commensurate with the growth in expenses.
Other restrictions in our licenses or permissions under the Phase I Policy and Phase II Policy
We have separate license agreements for each of the seven radio channels that we currently operate. These license agreements
were granted under the Governments Phase I Policy. Each license is valid for a period of ten years from the date of the grant
of the operational license by the WPC, and payment of license fees for each channel commences from such date. The license
states that the ten-year period is fixed and is not subject to change or extension on any ground whatsoever. Currently, the tenyear period expires between 2011 and 2013 for our seven licenses.
The Phase I Policy requires that the license fee shall be a fixed sum, based on the amount that a licensee had bid to acquire the
license, with an annual escalation of 15% on a cumulative basis. The licensor has extensive rights under these licenses,
including the ability to revoke our license if we commit a breach or the right to take-over our broadcasting station or revoke,
suspend or terminate the license in the interest of national security or in the event of a national emergency or conflict or other
situations of public interest as determined by the licensor. Our licenses in the cities of Delhi, Chennai and Kolkata require us to
co-locate our transmission facilities on the same transmission tower as that of the Government operator, AIR, and pay fees to
Prasar Bharati for the use of such tower. We require security clearance prior to employing foreign personnel in certain operations.
There are certain restrictions on foreign ownership under our licenses and the Phase I Policy and regulations issued by the
Ministry of Commerce & Industry. These limit foreign investment in the Company to 20%, with certain restrictions, and may
affect our ability to raise additional capital. For additional information, see the chapter titled Regulations and Policies beginning
on page 72 of this Prospectus.
Under the Phase II Policy, the term of the new licenses will be ten years from the date of operationalisation. We will also need
to comply with additional conditions under the Phase II policy, the Tender Document and any further amendments, including as
may be stated in any grant of permission or license. These conditions currently include the following:

continued compliance with eligibility and disqualification criteria,

total foreign investment, including foreign direct investment by OCBs/NRIs/PIOs, etc., portfolio investment by FIIs, and
borrowings with a conversion option, shall not exceed 20% of the paid up equity of the permission holder and subject to
other conditions, including that a single Indian individual or company shall hold more than 50%, the majority shareholder
shall exercise management control, only resident Indians shall be members of the board of directors and all key executive
officers shall be resident Indians;
no single entity and its related entities shall hold more than 15% of all channel allotted in the country;
the permission holder shall not outsource, through any long-term production or procurement arrangement, more than
50% of its total content, of which not more than 25% of the total content shall be outsourced to a single content-provider;
the permission holder shall not hire or lease more than 50% of broadcast equipment on a long-term basis;
the permission holder shall not enter into any borrowing or lending arrangement with other permission holders or entities
other than recognized financial institutions and related parties, which may restrict its management or creative discretion
149

to procure or broadcast content or its marketing rights;

if the Government announces a policy on cross-media ownership, the permission holder shall comply with the terms
within six months from the date of notification of such policy;
the permission holder shall not be permitted, without MIBs written consent, to change its ownership pattern through a
transfer of shares of its majority shareholder/promoters, which permission shall not be granted for a period of five years
from the date of operationalisation of the permission, and the new shareholder should conform to all eligibility conditions;
the permission holder shall abide by program content and quality of broadcast criteria, including ensuring that at least 50%
of its programs broadcast are produced in India and abiding by the AIR Code of Conduct;
the permission holder shall abide by certain technical standards and parameters for the transmission and quality of its
services; and
the permission holder shall co-locate transmission facilities on either existing AIR/DD towers or new towers to be
constructed by the Government.

The above restrictions may limit our ability to conduct our operations, obtain financing or expand our business.
Depreciation and Amortization
The revenue share fee under the Phase II Policy after April 1, 2005, have been expensed as incurred. As discussed above, the
OTEF and Migration Fees will be amortized on a straight line basis over the life of the license. After completion of the bidding
under the Phase II Policy the OTEF and Migration Fees will be computed on the basis of gross revenue or Reserve OTEF Limit,
as applicable, and expensed as incurred.
In addition, we will incur costs relating to leasehold improvements and the purchase of assets for the build-out of any new radio
stations that we may acquire under the Phase II Policy. These will be depreciated as per our existing accounting policies.
We expect our depreciation and amortization expenses to increase if we acquire licenses for our new stations or migrate our
existing licenses after the completion of bidding under the Phase II Policy.
Competition
Radio competes with other media such as television and print for a companys advertising budget. In India, the share of radio
in overall advertising spend is small, and we expect it to grow. However, this growth is dependant upon various factors,
including the state of the economy and continued spending on advertising in general and radio in particular.
In addition to us and the state radio broadcaster, AIR, we currently have two private FM competitors in Delhi, three private FM
competitors in Mumbai, one private FM competitor in Chennai and three private FM competitors in Kolkata. In addition, we are
the only private FM player in our other three cities of Indore, Ahmedabad and Pune. Under the Phase II Policy, the addition of
new channels is expected to greatly increase competition in each of our existing markets. Some of the other companies that
have bid successfully for the cities that were included in the bidding on January 6, 2006 include South Asia FM, HT Music
Entertainment, Adlabs Films Limited, and Music Broadcast Private Limited.
Also, there are other competing radio broadcasting medium using different technologies, such as satellite radio, and competition
from such medium may intensify.
Taxes
Corporate Tax. Corporate tax is generally payable by Indian companies to the Government under the Income Tax Act, 1961, as
amended from time to time (I.T. Act) at the prescribed rates in a given fiscal year. Currently the net corporate tax rate is
33.66%, which includes a surcharge and education cess, which is a tax for education funds. We did not pay corporate tax in fiscal
2005, 2004 and 2003 because we incurred losses in such years. However, we will be required to pay corporate tax in future
periods as and when we generate profit. We are currently liable to pay taxes under the minimum alternate tax (MAT)
provisions as defined under Section 115JB of the I.T. Act, primarily because we derived net profits in the six months ended
September 30, 2005. MAT is a tax on book profits that was introduced by the Government starting in fiscal 1997. MAT is
applicable only if the tax payable under the MAT provisions is greater than the tax on taxable income calculated at the normal
corporate rates. The provision for tax is therefore at a net rate of 8.42%, which includes a surcharge and education cess, on our
150

book profits. If our profits increase, our MAT payments are expected to increase.
Service Tax. We are required to include service tax in our invoice to advertising agencies/advertisers for radio broadcasting
services as well as for other income we derive from Mirchi Activation. Similarly our vendors and other third party service
providers include service tax and excise duties as per applicable rates in the invoices delivered to us for their services or
supplies. In our financial statements, we offset the service taxes that are included in the invoices of these service providers
against the service taxes that we collect from our customers.

Adjustments under SEBI Guidelines

The financial information presented herein has been restated in compliance with SEBI Guidelines. In accordance with Indian
GAAP, the effects of restatement are shown as a cumulative effect on our adjusted profit after tax rather than as restatements
of individual line items in our profit and loss account. Consistent with this presentation, in the comparison of our results of
operations from fiscal period to fiscal period, we have provided a discussion of the effects of the restatement on our adjusted
profit at the end of each such fiscal period to fiscal period comparison. The principal adjustments to our financial statements in
connection with the restatement include changes in accounting policies and preliminary expenses written-off. For more
information, please refer to Annexure V: Notes to Summary Statements in this Prospectus.

Our Critical Accounting Policies

Preparation of financial statements in accordance with generally accepted accounting principles in India, the applicable accounting
standards issued by the ICAI and the relevant provisions of the Companies Act, require our management to make judgments,
estimates and assumptions regarding uncertainties that affect the reported amounts of our assets and liabilities, disclosures of
contingent liabilities and the reported amounts of revenues and expenses. These judgments, assumptions and estimates are
reflected in our accounting policies, which are more fully described in the Auditors Report appearing on page 112 of this
Prospectus.
Certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and
require the application of significant assumptions and estimates of our management. We refer to these accounting policies as
our critical accounting policies.
While we believe that all aspects of our financial statements should be studied and understood in assessing our current and
expected financial condition and results, we believe that the following critical accounting policies warrant additional attention.
License Fees
As per the Phase II Policy, effective April 1, 2005 license fees are charged to revenue at the rate of 4% of Gross Revenue for the
period or 10% of Reserve OTEF for the concerned city, whichever is higher. Gross Revenue for this purpose shall mean revenue
on the basis of billing rates inclusive of any taxes and without deduction of any discount given to the advertiser and any
commission paid to advertising agencies. Barter advertising contracts shall also be included in the gross revenue on the basis
of relevant billing rates. Reserve OTEF means 25% of highest valid bid in the city.
Prior to April 1, 2005 license fees have been charged to revenue on a proportionate basis based on the date of the grant of the
operational license.
As discussed in section titled Risk Factors on page xiii of this Prospectus, although we currently account for license fees on the
basis of the revenue sharing regime under the Phase II Policy, there may be significant adjustment to our historical and future
financial statements after April 1, 2005, which will depend primarily upon the migration of any of our existing licenses and the
outcome of the bidding process under Phase II.
Provisions and Contingent Liabilities
The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability
is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of
resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no
provision or disclosure is made.
151

Results of Operations
Our summary restated statement of profits and losses and as a percent of total income is presented below:
Particulars

Year ended March 31,

2003

Income
Airtimes Sales
Other income
Total Income
Expenditure
Production Expenses
License Fees
Administration
Employee Costs
Preliminary exp w/o
Depreciation
Interest
Total Expenditure
Profit/(loss) before Tax
and Adjustment
Provision for Tax
- Current tax
- Wealth tax
- Fringe Benefit tax
Profit/(loss) before
Adjustments
Adjustments :
Preliminary exp w/o
Adjusted Net Profit /
(Loss) after tax
Balance (Loss) / Profit
brought forward from the
Previous Year
Adjustment on account of
reduction of Share Capital /
Securities Premium Account
(Refer Note 2(f)(iii) on
Annexure V)
Total adjustments
Balance Carried Forward
to the Balance Sheet

2004

Six months ended September 30,

2005

2004

2005

Rs.
Million

Rs.
Million

Rs.
Million

Rs.
Million

Rs.
Million

207.26
2.62
209.89

98.75
1.25
100.00

556.01
13.49
569.49

97.63
2.37
100.00

749.44
12.82
762.25

98.32
1.68
100.00

311.41
5.77
317.18

98.18
1.82
100.00

483.71
10.90
494.61

97.80
2.20
100.00

31.05
257.01
204.43
82.35
0.31
36.83
611.97

14.79
122.45
97.40
39.23
0.15
17.55
291.57

60.44
347.08
267.73
125.73
0.31
60.46
0.98
862.72

10.61
60.95
47.01
22.08
0.05
10.62
0.17
151.49

63.52
398.53
262.30
160.46
0.31
53.44
2.90
941.45

8.33
52.28
34.41
21.05
0.04
7.01
0.38
123.51

32.79
193.17
124.75
84.24
0.30
26.64
1.56
463.45

10.34
60.90
39.33
26.56
0.09
8.40
0.49
146.11

33.60
28.13
180.87
107.83
20.18
370.61

6.79
5.69
36.57
21.80
4.08
74.93

(402.09)

(191.57)

(293.23)

(51.49)

(179.20)

(23.51) (146.26)

(46.11)

124.00

25.07

0.07
-

0.03
-

(0.00)
0.06
-

0.01
-

0.02
0.05
-

0.03
-

0.01
-

10.50
3.00

2.12
0.61

(402.16)

(191.61)

(293.29)

(51.50)

(179.27)

(23.52) (146.29)

(46.12)

110.50

22.34

(0.31)

(0.15)

(0.31)

(0.05)

(0.31)

(0.04)

(0.30)

(0.09)

(401.85)

(191.46)

(292.98)

(51.45)

(178.96)

(23.48)

(145.99)

(46.03)

110.50

22.34

(145.97)

(69.55)

(547.82)

(96.19)

(840.80)

(145.97)

(69.55)

(547.82)

(96.19)

(840.80) (110.31) (840.80) (265.08)

1,017.55
(2.22)

205.73
(0.45)

(547.82)

(261.01)

(840.80)

(147.64) (1,019.77) (133.78) (986.80) (311.11)

108.29

21.89

0.01
-

(110.31) (840.80) (265.08) (1,019.77) (206.18)

Six Months Ended September 30, 2005 compared to Six Months Ended September 30, 2004
Income
Airtime Sales. Airtime sales income increased by Rs.172.30 million, or 55.33%, from Rs.311.41 million in the six months
ended September 30, 2004 to Rs.483.71 million in the six months ended September 30, 2005. This was primarily due to an
increase in effective advertising rates and capacity utilisation. Income from radio broadcasting increased by Rs.158.16 million,
or 53.23%, from Rs.297.11 million in the six months ended September 30, 2004 to Rs.455.27 million in the six months ended
September 30, 2005. During such period, income from event sponsorship events increased from Rs.14.30 million to Rs.28.44
million.
Other Income. Other income increased by Rs.5.13 million, or 88.96%, from Rs.5.77 million in the six months ended September
152

30, 2004 to Rs.10.91 million in the six months ended September 30, 2005, primarily due to the reversal of a doubtful debt
provision, fees from consultancy services for a project related to the privatization of radio broadcasting in Bangladesh, profit
from the sale of mutual fund units and service tax recoveries.
Expenditure
Production Expenses. Total production expenses increased by Rs.0.80 million, or 2.44%, from Rs.32.79 million in the six
months ended September 30, 2004 to Rs.33.60 million in the six months ended September 30, 2005. Royalty payments
decreased marginally from Rs.18.31 million in the six months ended September 30, 2004 to Rs.18.17 million in the six months
ended September 30, 2005, and other production expenses increased slightly during such period, from Rs.14.49 million to
Rs.15.42 million.
License Fees. License fees reduced from Rs.193.17 million in the six months ended September 30, 2004 to Rs.28.13 million
in the six months ended September 30, 2005. This reduction was due a change in our accounting treatment of license fees
pursuant to the Phase II Policy, and we now account for license fee payments on a revenue share basis instead of a fixed-fee
basis.
Administration and Other Expenses. These expenses increased by Rs.56.12 million, or 44.99%, from Rs.124.75 million in the
six months ended September 30, 2004 to Rs.180.87 million in the six months ended September 30, 2005. This increase was
primarily due to an increase in expenses related to advertising and publicity, travel and rent. During such period, total advertising
expenses increased by 98.54%, from Rs.43.13 million to Rs.85.62 million. This increase was primarily due to an increase in
expenses related to events, which increased by 97.77%, from Rs.12.09 million to Rs.23.91 million, and an increase of 51.16%
in expenses related to press advertising, which increased from Rs. 9.05 million to Rs.13.68 million partly due to an increase in
the rates and in part, because of an increase in the use of press advertising. In addition, in the six months ended September 30,
2005 compared to the six months ended September 30, 2004, brand promotion costs increased by 28.77%, market research
expenses increased by 15.36% and merchandise expenses increased by 174.60%. Advertising expenses in the television
and cinema medium increased by Rs.5.14 million, or 135.42%, due to the increased promotion of the Radio Mirchi brand. We
also entered into a marketing tie-up arrangement and promoted a movie recently, which increased our advertising expenses by
Rs.6.41 million, or 609.79%, in the six months ended September 30, 2005 compared to the six months ended September 30,
2004. Also, travel expenses during this period increased from Rs.11.08 million to Rs.18.71 million, primarily because of
increase foreign and domestic travel. Rental expenses increased by 58.86%, from Rs.12.64 million in the six months ended
September 30, 2004 to Rs.20.07 million in the six months ended September 30, 2005, in part because we moved to a new
corporate office at Kamala Mills in Mumbai, which resulted the increase in rental expense of Rs.5.45 million.
Employee Costs. Employee costs increased by Rs.23.59 million, or 28.01%, from Rs.84.24 million in the six months ended
September 30, 2004 to Rs.107.83 million in the six months ended September 30, 2005, primarily because of annual increments
in salary effective April 1, 2005. There was also an increase in the number of employees, from 247 as at September 30, 2004
to 330 as at September 30, 2005.
Depreciation. Depreciation expenses decreased by Rs.6.45 million, or 24.23%, from Rs.26.64 million in the six months ended
September 30, 2004 to Rs.20.18 million in the six months ended September 30, 2005. In the six months ended September 30,
2005, the total addition to the gross block was Rs.12.70 million primarily due to the capitalization of improvements and office
equipment installed at our new corporate office at Kamala Mills, Mumbai. However, this amount was capitalized only in
September 2005, and accordingly, depreciation in the six months ended September 30, 2004 was higher compared to the six
months ended September 30, 2005.
Interest. Interest expenses decreased from Rs.1.56 million in the six months ended September 30, 2004 to nil in the six
months ended September 30, 2005. Interest expenses in the six months ended September 30, 2004 relate to the interest
accrued on a short term loan taken from BCCL. We did not incur any external debt during the six months ended September 30,
2005.
Tax
The effective MAT rate in the six months ended September 30, 2005, including surcharge and education cess, was 8.42%. We
did not pay any MAT in the six months ended September 30, 2004 as we had incurred losses in the period. Accordingly, tax was
nil in the six months ended September 30, 2004, compared to Rs.10.50 million in the six months ended September 30, 2005.
153

Adjustment as per SEBI Guidelines

Net adjustment as per SEBI Guidelines in six months ended September 30, 2004 was Rs.0.30 million, due to preliminary
expenses written-off. There were no preliminary expenses written off in the six months ended September 30, 2005, and there
was no adjustment as per SEBI Guidelines in this period.
Adjusted Net Profit (Loss) After Tax
As a result of the foregoing factors, our adjusted net profit after tax, was Rs.110.51 million in the six months ended September
30, 2005, compared to adjusted net loss of Rs.146.29 million in the six months ended September 30, 2004.
Adjustment due to reduction of share capital and securities premium account.
As discussed above, we reduced our share capital and the securities premium account in an amount of Rs.1,017.55 million in
the six months ended September 30, 2005.

Fiscal 2005 compared to Fiscal 2004

Income
Airtime Sales. Airtime sales income increased by Rs.193.43 million, or 34.79%, from Rs.556.01 million in fiscal 2004 to
Rs.749.44 million in fiscal 2005. All our seven radio stations were operational in fiscal 2004 and 2005. Accordingly, the increase
in income was primarily due to an increase in effective advertising rates and capacity utilisation. During such period, income
from event sponsorship events increased from Rs.29.97 million to Rs.51.31 million.
Other Income. Other income decreased by Rs.0.68 million, or 5.02%, from Rs.13.49 million in fiscal 2004 to Rs.12.81 million in
fiscal 2005. This decrease was primarily due to a decrease in profit from the sale of investments, which decreased from Rs.10.1
million in fiscal 2004 to Rs.3.06 million in fiscal 2005.
Expenditure
Production Expenses. Production expenses increased by Rs.3.09 million, or 5.11%, from Rs.60.44 million in fiscal 2004 to
Rs.63.52 million in fiscal 2005. Royalties increased during such period, from Rs.35.63 million in fiscal 2004 to Rs.36.56 million
in fiscal 2005 and other production expenses increased from Rs.24.80 million in fiscal 2004 to Rs.26.96 million in fiscal 2005.
License Fees. License fees increased by 14.82%, from Rs.347.08 million in fiscal 2004 to Rs.398.53 million in fiscal 2005
because of the annual increase in fees for all seven operational broadcasting stations as per the terms of our license agreements.
Administration and Other Expenses. These expenses decreased by Rs.5.44 million, or 2.03%, from Rs.267.73 million in fiscal
2004 to Rs.262.30 million in fiscal 2005. This decrease was primarily due to a decrease in advertising, rent and legal and
professional fees, offset in part by an increase in travel expenses. During such period, advertising expenses decreased by
17.30%, from Rs.127.71 million in fiscal 2004 to Rs.105.61 million in fiscal 2005 as three new stations, Delhi, Chennai and
Kolkata, were launched in fiscal 2004, resulting in higher launch expenses and increased expenses to create brand awareness
in these markets. Rent and legal and professional costs decreased from Rs.28.02 million and Rs.23.70 million, respectively, in
fiscal 2004 to Rs.25.95 million and Rs.21.22 million, respectively, in fiscal 2005. Legal and professional costs decreased by
10.44% in fiscal 2005 compared to fiscal 2004 and rent costs decreased by 7.40% during such period. Travel expenses
increased from Rs.23.11 million in fiscal 2004 to Rs.27.56 million in fiscal 2005, primarily due to increased foreign travel by
management for training and exploring international business opportunities and increase domestic travel as we had seven
operational radio stations across India and one sales office in the city of Bangalore.
Employee Costs. Employee costs increased by Rs.34.73 million, or 27.62%, from Rs.125.73 million in fiscal 2004 to Rs.160.46
million in fiscal 2005, principally due to increased salaries effective April 1, 2004 and the payment of a special incentive
performance allowance of Rs.21.57 million in fiscal 2005. The number of employees increased from 240 as at March 31, 2004
to 245 as at March 31, 2005.
Depreciation. Depreciation expenses decreased by Rs.7.02 million, or 11.61%, from Rs.60.46 million in fiscal 2004 to Rs.53.44
million fiscal 2005. The Company follows the written-down value method of depreciation, and there was a reduction in the
book value of the assets in fiscal 2005 compared to fiscal 2004, resulting in lowered depreciation expenses.
154

Interest. Interest expense increased from Rs.0.98 million in fiscal 2004 to Rs.2.90 million in fiscal 2005 because of the interest
paid on a short-term loan in an amount of Rs. 70.00 million taken from BCCL in May 2004 and repaid in March 2005.
Tax
Wealth tax arising from vehicles owned by the Company decreased from Rs.62,000 in fiscal 2004 to Rs.51,000 in fiscal 2005.
This is because the wealth tax is calculated on the written down value of the vehicle, which decreased in fiscal 2005 compared
to fiscal 2004.
Adjustment as per SEBI Guidelines
Net adjustments in fiscal 2004 and 2005 were Rs.0.31 million and Rs.0.30 million. These adjustments were due to preliminary
expenses written-off.
Adjusted Net Loss After Tax
As a result of the foregoing factors, our adjusted net loss after tax decreased from Rs.292.98 million in fiscal 2004 to Rs.178.97
million in fiscal 2005.

Fiscal 2004 compared to Fiscal 2003

Fiscal 2004 is the first year when all our seven radio broadcasting stations were operational during the entire fiscal year,
compared to fiscal 2003 when only four radio broadcasting stations were operational.
Income
Airtime Sales. Total revenue increased by Rs.348.75 million, or 168.26%, from Rs.207.26 million in fiscal 2003 to Rs.556.01
million in fiscal 2004. The increase was primarily due to the commencement of operations in three of our radio stations, in the
cities of Delhi (in April 2003) and Chennai and Kolkata in May 2003, and the full year impact in fiscal 2004 of operations of the
Mumbai station, which commenced operations in April 2002. Income also increased due to an increase in effective advertising
rates and capacity utilisation. Income from radio broadcasting increased by Rs.319.36 million, or 154.08%, from Rs.207.26
million in fiscal 2003 to Rs.526.62 million in fiscal 2004. During such period, income from event sponsorship events increased
from nil to Rs.29.39 million.
Other Income. Other income increased by Rs.10.87 million, or 414.52%, from Rs.2.62 million in fiscal 2003 to Rs.13.49 million
in fiscal 2004. This increase was primarily due to the profit from the sale of investments in an amount of Rs.10.11 million.
Expenditure
Production Expenses. Production expenses increased by Rs.29.39 million, or 94.64%, from Rs.31.05 million in fiscal 2003 to
Rs.60.44 million in fiscal 2004. Royalties increased by 79.11%, from Rs.19.89 million in fiscal 2003 to Rs.35.63 million in fiscal
2004 and other production expenses increased from Rs.11.16 million in fiscal 2003 to Rs.24.80 million in fiscal 2004. Other
production expenses increased due to the launch of Delhi, Chennai and Kolkata radio broadcasting stations, which were
required to be co-located on the Government owned tower and gave rise additional costs such as integrator charges, studio
transmission link costs and transmission up-keep expenses.
License Fees. License fees increased by Rs.90.07 million, or 35.04%, from Rs.257.01 million in fiscal 2003 to Rs.347.08 million
in fiscal 2004. This increase was primarily due to the introduction of license fees from the new stations that commenced
operations and the annual escalation in licenses fee for other stations.
Administration and Other Expenses. These expenses increased by Rs.63.30 million, or 30.96%, from Rs.204.43 million in
fiscal 2003 to Rs.267.73 million in fiscal 2004. This increase was primarily due to an increase in advertising, rent and travel
expenses, offset in part by a decrease in legal and professional fees. During such period, advertising expenses increased by
111.01% from Rs.60.52 million in fiscal 2003 to Rs.127.71 million in fiscal 2004, rent increased from Rs.21.99 million in fiscal
2003 to Rs.28.02 million in fiscal 2004 and travel increased from Rs.18.26 million in fiscal 2003 to Rs.23.11 million in fiscal 2004.
Legal and professional fees decreased from Rs.30.34 million in fiscal 2003 to Rs.23.70 million in fiscal 2004.
Employee Costs. Employee costs increased by Rs.43.38 million, or 52.68%, from Rs.82.35 million in fiscal 2003 to Rs.125.73
million in fiscal 2004. These costs increased principally due to a 55.35% increase in salaries, from Rs.72.36 million in fiscal 2003
to Rs.112.41 million in fiscal 2004, and increase in the payment of a special incentive performance of Rs.11.88 million in fiscal
2004. In addition, employee related contributions increased by 34.54%, from Rs.5.67 million in fiscal 2003 to Rs.7.73 million in
fiscal 2004. The number of employees increased from 229 as at March 31, 2003 to 240 as at March 31, 2004.

155

Depreciation. Depreciation expenses increased by Rs.23.63 million, or 64.16%, from Rs.36.83 million in fiscal 2003 to Rs.60.46
million in fiscal 2004. This increase was primarily due to the addition of assets in the Delhi, Chennai and Kolkata radio
broadcasting stations, which were capitalized and depreciated for a period of 11 months in fiscal 2004.
Tax
Current tax was Rs.(2,076) in fiscal 2004 due to a tax adjustment for earlier years and current tax was nil in fiscal 2003. Wealth
tax from vehicles owned by the Company declined from Rs.70,000 in fiscal 2003 to Rs.62,000 in fiscal 2004.
Adjustment as per SEBI Guidelines
Net adjustments in fiscal 2003 and 2004 were Rs.0.31 million and Rs.0.31 million. These adjustments were due to preliminary
expenses written-off.
Adjusted Net Loss after Tax
As a result of the foregoing factors, our adjusted net loss after tax decreased from Rs.401.86 million in fiscal 2003 to Rs.292.98
million in fiscal 2004.

Liquidity and Capital Resources

Our principal source of funds during fiscal 2003, 2004 and 2005, and the six months ended September 30, 2004 and 2005 have
been cash flow from operations together with unsecured borrowings and proceeds from the issue of equity shares. We have
used our funds primarily for working capital needs, including license fee payments, and capital expenditures.

Cash Flows
The following table summarizes our cash flows for the periods given below:
(Rs. Millions)
Year Ended March 31,

Six months ended

September 30,

2003

2004

2005

2004

2005

Net cash flow from (used in) operating activities

(542.15)

(186.57)

40.28

(15.51)

104.93

Net cash flow from (used in) investing activities

(273.51)

207.98

(41.21)

(61.89)

(98.62)

Net cash flow (used in) from financing activities

812.24

(0.98)

(2.90)

68.44

(3.43)

20.44

(3.83)

(8.96)

6.31

Net Increase (decrease) in cash and cash equivalents

Operating Activities

Net cash flow from (used in) operating activities increased from net cash used in operating activities of Rs.15.51 million in the
six months ended September 30, 2004 to net cash generated from operating activities of Rs.104.93 million in the six months
ended September 30, 2005, primarily due to reduction in license fee payments and an increase in income generated from
airtime sales in the six months ended September 30, 2005 compared to the prior fiscal period.
Net cash flow from (used in) operating activities increased from net cash used in operating activities of Rs.186.57 million in
fiscal 2004 to net cash generated from operating activities of Rs.40.28 million in fiscal 2005 primarily due to a decrease in
sundry debtors and an increase in income from airtime sales in fiscal 2005 compared to fiscal 2004.
Net cash flow used in operating activities decreased from Rs.542.15 million in fiscal 2003 to Rs.186.57 million in fiscal 2004,
primarily due to increased income from airtime sales in fiscal 2004 compared to fiscal 2003 primarily as a result of an increase
in the number of operational radio stations.
Investing Activities
Net cash flow used in investing activities increased from Rs.61.89 million in the six months ended September 30, 2004 to
Rs.98.62 million in the six months ended September 30, 2005. This was primarily due to the investment of funds in mutual
funds in an amount of Rs.84.50 million in the six months ended September 30, 2005, arising from increased collections,
compared to Rs.63.40 million invested in mutual funds in the six months ended September 30, 2004. This increase was also
due to an investment in the purchase of fixed assets in an amount of Rs.14.19 million in the six months ended September 30,
2005, principally in our new corporate office in Kamala Mills, Mumbai, compared to the purchase of assets of Rs.2.09 million in
the six months ended September 30, 2004.
156

Net cash flow from investing activities was Rs. 207.98 million in fiscal 2004, compared to net cash flow used in investing activities
of Rs.41.21 million in fiscal 2005. In fiscal 2005, we had amounts available for investing activities due to non-payment of license
fees and did not incur any significant capital expenditures. In fiscal 2005, we have paid two-third of our license fees for four radio
stations, one-third of our license fees for two radio stations in the cities of Ahmedabad and Pune and have not paid license fees for
the Chennai radio station, and cash of Rs.193.70 million was utilised for investments in mutual funds. We incurred capital expenditures
of Rs.2.30 million in fiscal 2005, compared to capital expenditures of Rs.27.56 million in fiscal 2004.
Net cash flow used in investing activities decreased from Rs.273.51 million in fiscal 2003 to Rs.207.98 million. In fiscal 2003,
we utilised a significant portion of the proceeds of Rs.812.20 million from the issue of Equity Shares to Double Honour Holdings
Limited to invest in mutual funds. We also had four radio stations operational in fiscal 2003, compared to seven operational radio
stations in fiscal 2004, resulting in lesser cash available for investing activities in fiscal 2004. We also incurred high capital
expenditures in fiscal 2003, in an amount of Rs.150.90 million, primarily to procure studio and transmission equipment for the
additional radio stations. We had lesser number of employees in fiscal 2003 compared to fiscal 2004, resulting in more cash
available in fiscal 2003 for investing activities.
Financing Activities
Our cash flow from financing activities resulted from equity and debt financing activities.
Net cash flow from financing activities was Rs.68.44 million in the six months ended September 30, 2004, compared to nil in
the six months ended September 30, 2005. In the six months ended September 30, 2004, we borrowed an amount of Rs.70.00
million from TIML for working capital purposes. We repaid this loan in March 2005.
Net cash flow used in operating activities increased from Rs.0.98 million in fiscal 2004 to Rs.2.90 million in fiscal 2005, primarily
because of short-term loans taken from BCCL in fiscal 2004 and 2005. These loans were repaid during the fiscal year; however,
the term of the loan taken in fiscal 2004 was shorter than the term of the loan taken in fiscal 2005, resulting in increased interest
costs in fiscal 2005.
Net cash flow from financing activities was Rs.812.24 million in fiscal 2003, compared to net cash flow used in financing
activities of Rs.0.98 million in fiscal 2004. This was primarily because we issued Equity Shares in fiscal 2003 to an equity
investor, Double Honour Holdings Limited, in an amount of Rs.812.20 million.

Indebtedness
We have nil secured or unsecured loans outstanding as of September 30, 2005. Any indebtedness incurred in the past has
been primarily from inter-corporate loans granted by BCCL and TIML. At present, we have set up short term financing facilities
consisting of various fund and non-fund facilities for a total amount of Rs. 2,500.0 million, the details of which are as follows:
Name of the Bank

Type of Facility

Hongkong and Shanghai Banking Corporation Limited

Short Term Loan

1,250.00

Bank Guarantee

500.00

Standard Chartered Bank

Bank Guarantee

500.00

Kotak Mahindra Bank Limited

Short Term Loan or Bank Guarantee

250.00

Total

Amount Sanctioned
(Rs. in million)

2,500.00

We have currently drawn down on aggregate amount of Rs. 1,350.0 million under two of these facilities described in the table above.
The Migration Fee payable with respect to six of our seven existing licenses, excluding the city of Indore, was Rs. 767.73
million and the same was paid on January 16, 2006. The bidding for Indore took place on January 27, 1006 and we are awaiting
formal intimation from MIB with respect to the Migration Fee payable for the same

Commitments and Contingencies

As disclosed in section titled Outstanding Litigation, Material Developments and Other Disclosures on page 160 of this
Prospectus, there are various lawsuits, proceedings and claims pending against us or claims initiated by us. Although we have
recorded provisions in the past for certain of these lawsuits or proceedings, based on our current assumptions of the future
liability for these lawsuits, it is possible that future results of operations could be materially affected by changes in our
assumptions or the effectiveness of our strategies related to these proceedings.
157

Future Obligations
We have future cash obligations under various types of contracts. We enter into leases for our studios, transmission sites and
office space.

Market Risk
We have nil debt outstanding as at September 30, 2005, that exposes us to interest rate risk.
As per investments approved by Board of Directors, we invest funds in liquid and debt mutual funds and fixed deposits, and do
not invest in equity shares, equity mutual funds or mixed debt equity mutual funds. The net asset value of our mutual fund
instruments is affected by changes in interest rates, Government policies and their quoted market prices. As at September 30,
2005, we had Rs.149.15 million invested in liquid and floating rate funds, and Rs.6.27 million in fixed deposits, which has been
invested as collateral for performance bank guarantees.
We do not maintain any derivative instruments.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements or transactions.

Effect of inflation
During fiscal 2003, fiscal 2004 and fiscal 2005, the All India Consumer Price Index increased by 4.1%, 3.5% and 4.2%, respectively.
In its mid-term review of annual policy published on October 25, 2005, the RBI stated that its inflation forecast for fiscal 2006 is
between 5.0% to 5.5%. Based on this, we do not expect that inflation rates in India will have a significant impact on our results
of operations in the near future.

Unusual and infrequent events or transactions

Other than as described in this Prospectus, there have been no other events, to our knowledge, which may be called unusual
or infrequent.

Significant economic/regulatory changes

Other than as described in the sections titled Risk Factors, Regulations and Policies, Business and Managements Discussion
and Analysis of Financial Condition and Results of Operations in this Prospectus, including with respect to matters relating to
the Phase II Policy and foreign investment regulations, to our knowledge, there are no other significant economic or regulatory
changes that have or had or are expected to have a material adverse impact on our profits.

Known trends or uncertainties

Other than as described in the sections titled Risk Factors, Business and Managements Discussion and Analysis of
Financial Condition and Results of Operations in this Prospectus, to our knowledge there are no known trends or uncertainties
that have or had or are expected to have a material adverse impact on our profits.

Future relationship between costs and income

Other than as described in the sections titled Risk Factors, Business and Managements Discussion and Analysis of
Financial Condition and Results of Operations in this Prospectus, to our knowledge there are no known factors which will have
a material adverse impact on the operation and finances of the Company.

New Product or Business Segment

Other than as described in this Prospectus, including with respect to the event management and out-of-home media businesses,
to our knowledge, we have no new products or business segments.

Competitive conditions
We expect competition to intensify as bidders participate in the bidding process for additional radio channels under the Phase
II Policy. This will intensify competition is our existing markets. For further details please refer to the discussions of our
competition in the sections titled Risk Factors, Business and Managements Discussion and Analysis of Financial Condition
and Results of Operations in this Prospectus.

158

Significant developments after September 30, 2005 that may affect our future results of operations
Except as stated elsewhere in this Prospectus, to our knowledge no circumstances have arisen since the date of the last
financial statements as disclosed in this Prospectus which materially and adversely affects or is likely to affect, the operations
or profitability of the Company, or the value of our assets or our ability to pay our material liabilities within the next twelve
months.
Except as stated elsewhere in this Prospectus, there is no subsequent development after the date of the Auditors Report of
Price Waterhouse & Co., Chartered Accountants, which we believe is expected to have a material impact on the reserves,
profits, earnings per share and book value of the Company.

New Accounting Standards

We adopted Accounting Standard-22, Accounting for taxes on income, in fiscal 2003.
Taxable income is calculated in accordance with tax laws. As per Indian tax laws, in some circumstances, the requirements of
these laws to compute taxable income differ from the accounting policies applied to determine accounting income. The effect
of this difference is that the taxable income and accounting income may not be the same.
The differences between taxable income and accounting income can be classified into permanent differences and timing
differences. Permanent differences are those differences between taxable income and accounting income, which originate in
one period and do not reverse subsequently. For instance, if for the purpose of computing taxable income, the tax laws allow
only a part of an item of expenditure, the disallowed amount would result in a permanent difference.
Timing differences are those differences between taxable income and accounting income for a period that originate in one
period and are capable of reversal in one or more subsequent periods. Timing differences arise because the period in which
some items of revenue and expenses are included in taxable income do not coincide with the period in which such items of
revenue and expenses are included or considered in arriving at accounting income. For example,

Difference due to rate of depreciation

Difference due to method of depreciation

Expenses debited in the statement of profit and loss for accounting purpose but allowed for tax purpose in subsequent
year

As per this Accounting Standard, the tax expense for the period to be recognized consists of current tax and deferred tax.

Current tax is the amount of income tax determined to be payable in respect of the taxable income for a period.
Deferred tax is the tax effect of timing difference. Difference between the tax expense (which is calculated on accrual
basis) and current tax liability to be paid for a period as per the I.T. Act is called deferred tax (assets/liability).

A deferred tax liability is recognized for temporary difference that will result in taxable amount in future years. For example, a
temporary difference is created between the depreciation as per books of accounts and depreciation claimed under the tax
laws, which in initial years, is higher than depreciation claimed in the financial statement. This would lead to a higher taxable
income in future.
A deferred tax asset is recognized for temporary differences that will result in deductible amount in future years and for carry
forwards. For example, unabsorbed depreciation and carry forwards of losses, which can be set off against future taxable
income and result in deferred tax assets. The deferred tax asset is recognized and carried forward only to the extent that there
is a reasonable certainty that the assets will be realized in future.
Other than as described above, our management does not believe that there will be a material impact on our financial statements
on account of changes in accounting policies under Indian Accounting Standards as announced by the ICAI.

159

SECTION VI: LEGAL AND REGULATORY INFORMATION

OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES
There are no outstanding litigations against our Company, our Subsidiary, our Directors, our Promoters and our Promoter group
or any disputes, tax liabilities, non payment of statutory dues, overdues to banks/ financial institutions, defaults against banks/
financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits and arrears on cumulative
preference shares issued by our Company, defaults in creation of full security as per terms of issue/ other liabilities, proceedings
initiated for economic/ civil/ any other offences (including past cases where penalties may or may not have been awarded and
irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our
Company, our Subsidiary, our Directors and our Promoters, except the following:

A. Outstanding litigation and contingent liabilities of the Company

Contingent liabilities as on September 30, 2005
As on September 30, 2005, guarantees in an aggregate amount of Rs. 444,800,000 have been issued by banks on behalf of our
Company.
Outstanding Litigation against and by our Company
Cases filed against our Company
(a)

One A Communication Hub v. Nokia India Private Limited, Radio Mirchi and others, CS (OS) No. 390 of 2005 filed
before the High Court of Delhi.
OneA Communication Hub (OneA Hub), an event management, advertising and public relations firm has filed the
present suit before the High Court of Delhi on March 21, 2005. Pursuant to this suit, OneA Hub has alleged that it had
approached Nokia India Private Limited (Nokia) to launch a promotional campaign conceptualized by One A Hub.
However, as alleged by OneA Hub, Nokia indulged in unauthorised commercial exploitation of this promotional campaign
thereby infringing OneA Hubs copyright. The Company was also associated with this promotional campaign. OneA
Hub has sought, inter alia, a permanent injunction restraining Nokia and all the other respondents from commercially
exploiting the promotional concept, as well as an order and decree for payment of damages of Rs. 2.0 million for such
copyright infringement.
The matter is currently pending.

Cases filed by the Company

(a)

Bennett, Coleman & Co. Limited and Entertainment Network (India) Limited v. Phonographic Performance Limited, C.
S. No. 480 of 2001 in the High Court of Calcutta.
BCCL was allotted time slots on All India Radio in Mumbai and Delhi in 1993 for broadcasting its sound recordings. In July
1993, PPL communicated to BCCL that their tariff was Rs. 1,500 per time slot per hour. In respect thereto, PPL filed Suit No.
304 of 1993 against BCCL and other broadcasters in the High Court of Calcutta with the intention of restraining them from
allegedly infringing the copyrights of PPL. However, PPL and the broadcasters came to an out of court settlement on
September 22, 1998 pursuant to which they agreed to a rate of Rs. 160 per needle hour for the period between August 15,
1993 to July 21, 1996 with 5% escalation per year.
However, further disputes arose in 1999 when our Company obtained licenses for establishing FM radio broadcasting
channels and wanted to continue the arrangement of broadcasting sound recordings over which PPL had copyright at the
same rate of Rs. 160 per needle hour. However, PPL did not agree to the same and demanded Rs. 1,500 per needle hour.
Aggrieved by the same, our Company filed the present suit and obtained an interim order directing payment of Rs. 400 per
needle hour and to deposit an amount of Rs. 275,000 per station by way of an interim measure on September 28, 2001.
Aggrieved by the said order, PPL had filed a special leave petition before the Supreme Court, which was however,
dismissed on June 10, 2002.
Subsequent to the Copyright Boards order, PPL made an application on June 26, 2003 to the High Court of Calcutta to,

160

inter alia, get the interim order of the High Court of Calcutta dated September 28, 2001 vacated and also dismiss Suit No.
480 of 2001. Pursuant thereto, by an order dated March 26, 2004, the High Court modified its order of September 28, 2001
and fixed an interim rate of Rs. 661 per needle hour, which is based on a weighted average formula set forth in the order
by the Copyright Board.
Also, in June 2004 PPL filed a memorandum of appeal before the High Court of Calcutta aggrieved by the order dated
March 26, 2004 seeking a stay against Suit No. 480 of 2001 and our Company has filed its reply to the same. The next date
for hearing of the case has not been fixed.
(b)

Entertainment Network India Limited v. Super Cassettes Industries Limited, SLP (C) No. 11673 of 2004 before the
Supreme Court of India.
Presently we are making royalty payments to Super Cassettes Industries Limited (SCIL) pursuant to another order of the
Copyright Board, which has been challenged and is also pending before the Supreme Court of India. We are broadcasting
sound recordings from the repertoire of SCIL prior to October 20, 2003, the date of the Copyright Board order conferring
us the compulsory license and have not played any SCIL sound recordings released after that date.
In the meanwhile, the Copyright Board, Hyderabad passed an order dated November 19, 2002 in a complaint filed by
certain FM radio broadcasters, including Music Broadcast Private Limited, against PPL, granting a compulsory license to
these FM radio broadcasters.
Subsequently, on January 28, 2003 our Company moved an application before the Copyright Board, New Delhi for the
grant of a compulsory license to play the music of SCIL. The Copyright Board, New Delhi pursuant to an order dated
October 20, 2003, granted a compulsory license from the date of the order. Aggrieved by this order of the Copyright
Board, SCIL filed an appeal before the High Court of Delhi challenging the grant of the compulsory license to our Company.
The Company had also filed First Appeal No. 1573 of 2003 against SCIL before the High Court of Bombay which was heard
with similar appeals filed by other private FM radio broadcasters pursuant to which the order dated November 19, 2002 of
the Copyright Board, Hyderabad was challenged on the limited ground that the Copyright Board was not justified in
ignoring the evidence produced by the complainants and determining the compensation payable on a best judgement
assessment basis. Pursuant to an order dated April 13, 2004, the High Court of Bombay upheld the grant of the compulsory
license to us and remanded the matter back to the Copyright Board in connection with the issue of the royalty payable.
Pursuant to an order dated June 30, 2004, the High Court of Delhi set aside the grant of the compulsory license and
directed the Copyright Board to reconsider the same after giving adequate opportunity to SCIL to adduce evidence.
Aggrieved by the order of the High Court of Bombay and the contradictory judgement of the High Court of Delhi at
Mumbai, the Company has filed Special Leave Petition (C) No. 11673 of 2004 before the Supreme Court on July 2, 2004.
Pursuant thereto, by an order dated July 27, 2004, the Supreme Court has stayed further proceedings before the Copyright
Board. The next date for hearing of the case will come up in due course.

(c)

Entertainment Network (India) Limited v. Union of India and others, Arbitration Petition No. 75 of 2002 for the
Hyderabad and Lucknow stations before the High Court of Mumbai.
Our Company was issued licenses for FM radio broadcasting stations at Hyderabad and Lucknow in the year 2000. In
connection with these stations, the Company furnished bank guarantees worth Rs. 55,500,000 and Rs. 77,250,000
respectively. As per the terms of the licenses issued to our Company, the installation and operationalisation of the radio
station should have been completed within 12 months of assignment of frequency. However, our Company could not
operationalise these channels. On January 31, 2002, the Government sought to invoke these said bank guarantees due to
non-operationalisation of the stations.
Our Company filed an arbitration petition under Section 9 of the Arbitration and Conciliation Act, 1996 before the High
Court of Mumbai and sought relief that the Government be restrained from any attempts to invoke the bank guarantees.
Subsequently, pursuant to an order dated November 26, 2002, the High Court of Bombay restrained the Government
from invoking these bank guarantees subject to the condition that our Company should keep these bank guarantees alive
until the passing of the award and for a period of three months thereafter.
This decision of the High Court of Bombay was challenged in an appeal by the Government in March 2003 by Appeal No.
693 of 2003 in which the Government contended, inter alia, that the High Court of Bombay had erred in allowing this
petition and in assuming jurisdiction in contravention of the terms and conditions of the licenses.
161

(d)

Entertainment Network (India) Limited v. Union of India and Others, Arbitration Petition No. 30 of 2003 for the
Cuttack station before the High Court of Bombay.
Our Company was issued licenses for the FM radio broadcasting stations at Bhubaneshwar and Cuttack in the year 2000.
In connection with the Cuttack station, the Company furnished bank guarantees worth Rs. 2,200,000. As per the terms of
the licenses issued to our Company, the installation and operationalisation of the radio station should have been completed
within 12 months of assignment of frequency. However, our Company faced difficulties in operationalising the stations
due to overlapping frequencies in view of the proximity between these two cities.
Pursuant to a letter dated December 19, 2002, the Government asked the Company to pay Rs. 2.76 million and Rs. 2.53
million respectively by December 29, 2002 for the Bhubaneshwar and Cuttack stations. Pursuant to a letter dated January
3, 2003, the Company informed the Government that it wanted to surrender the license for the Cuttack station and
accordingly requested a refund of the bank guarantee and the earnest money deposit.
Our Company filed an arbitration petition under Section 9 of the Arbitration and Conciliation Act, 1996 in January 2003
before the High Court of Bombay and sought relief that the Government be restrained from any attempts to invoke the
bank guarantee. Subsequently, pursuant to an order dated January 6, 2003, the High Court of Bombay restrained the
Government from invoking these bank guarantees subject to the condition that our Company should keep these bank
guarantees alive.
Thereafter, the Government filed its reply in February 2003 and prayed that our arbitration petition be dismissed as the
same was not maintainable.

(e)

Three Suits filed by our Company against ex-employees before the Court of the V Judge, City Civil Court, Kolkata.
(i)

Entertainment Network (India) Limited v. Rakesh Kumar Singh and Radio Today, T.S. No. 204 of 2004;

(ii)

Entertainment Network (India) Limited v. Krishna Shankar Shome and Radio Today, T.S. No. 205 of 2004; and

(iii)

Entertainment Network (India) Limited v. Prajna Paromita Majumdar and Radio Today, T.S. No. 206 of 2004.

Our Company has filed the above suits against three of its former employees and also their current employer on February
13, 2004.
Our Company has claimed that these employees had joined BCCL and were later transferred to our Company on March 31,
2001. At the specific request of these ex-employees, they were nominated for a training program overseas and our
Company incurred substantial costs in respect thereof. In consideration therefor, each of these former employees signed
an agreement with our Company undertaking not to join any other similar company for a period of 24 months from the
date of completion of the training.
However, notwithstanding the same, in breach of their agreement, all these ex-employees joined the services of Radio
Today, which accepted their services despite being aware of their agreements with the Company. Our Company has
sought a perpetual injunction restraining these former employees and Radio Today from continuing their employment
until the expiry of the 24 month-period. In the alternative, the Company has sought decrees for the amounts of Rs. 83,112,
Rs. 48,945 and 67,308 respectively towards reimbursement of the expenses incurred by the Company.
(f)

Entertainment Network India Limited v. Devinder Mohan, Civil Suit dated July 2005, before the Court of District
Judge, Tis Hazari Court, New Delhi.
The Company has filed this suit for recovery and a mandatory injunction against one of its former employees, Devinder
Mohan pursuant to which the Company has alleged that Devinder Mohan had obtained a loan of Rs. 600,000 as a housing
loan from the Company and still owed a certain amount at the time of leaving the Companys employment on July 26,
2002, the defendant still owed a certain balance of the same to us. The defendant subsequently defaulted on the payment
of this balance amount. The Company has sought a decree directing the defendant to pay an amount of Rs. 382,432 to the
Company.

(g)

Entertainment Network (India) Limited vs. Raj Hiramath.

We have filed a case against Mr. Raj Hiramath for an offence under Section 138 of the Indian Negotiable Instruments Act,
1938. The matter is pending in the court of Metropolitan Magistrate, New Delhi, and is scheduled for hearing on April 18,
2006.
162

(h)

Caveats filed by Indian Performing Rights Society Limited and our Company against each other.
The Indian Performing Rights Society Limited (IPRS) has filed caveats in July and August 2005 under section 148A of the
Code of Civil Procedure, 1908 on July 21, 2005 against our Company and our Mumbai, Pune, New Delhi, Kolkata, Indore,
Chennai and Ahmedabad offices pursuant to which IPRS has prayed that no ad-interim or interim relief of any nature be
passed against IPRS without notice to IPRS in any proposed suit that may be filed by our Company. These caveats have
been filed before the following:
1.

the District Judge, Delhi;

2.

the High Court of Bombay and the City Civil Court, Mumbai;

3.

the Civil Judge, Barasat and the City Civil Court at Calcutta; and

4.

the High Court of Madras.

Application No. 872 of 2005 before the High Court of Bombay and Caveat Application No. 1116 of 2005 before the City
Civil Court, Mumbai under section 148 A of the Code of Civil Procedure, 1908 on July 21, 2005 against our Company and
our Mumbai, Pune, New Delhi, Kolkata, Indore, Chennai and Ahmedabad offices pursuant to which IPRS has prayed that
no ad-interim or interim relief of any nature be passed against IPRS without due notice to IPRS in any proposed suit that
may be filed by our Company for restraining IPRS from exercising any of IPRSs rights in connection to the license
agreement dated entered into between IPRS and our Company and/or restraining IPRS from claiming necessary license
fees and dues.
Subsequently, our Company has filed caveats in August 2005 under section 148 of Code of Civil Procedure, 1908 against
IPRS praying that no orders be passed without due notice to our Company in respect of any suit/proceedings intended to
be filed by IPRS against our Company. These caveats have been filed before the following:
1.

the High Court of Bombay;

2.

the High Court of Madras;

3.

the High Court of Calcutta;

4.

the City Civil Court, Ahmedabad;

5.

the Civil Judge Senior Division, Pune;

6.

the District Judge, Indore; and

7.

the District Judge, Delhi.

Other Material Developments

Six Petitions filed before TDSAT, New Delhi under the TRAI Act in respect of the Companys following FM radio stations
(i) Petition No. 5(C) of 2004 for Delhi; (ii) Petition No. 6(C) of 2004 for Mumbai; (iii) Petition No. 11(C) of 2004 for Kolkata;
(iv) Petition No. 38 (C) of 2004 for Indore (v) Petition No. 54(C) of 2004 for Ahmedabad and (vi) Petition No. 55(C) of 2004 for
Pune respectively:
We had filed the above six petitions before the Telecom Disputes Settlement and Appellate Tribunal (TDSAT) at New Delhi
under Section 14(a)(i) and other applicable provisions of the TRAI Act against the (i) Union of India; (ii) Director, BD&BA, MIB;
(iii) Under Secretary to the Government of India, MIB; (iv) TRAI; and (v) HDFC Bank Limited (collectively referred to as the
Respondents) in respect of the terms of our licence agreements under Phase I, including, inter alia, the license fee payments
for our radio stations at Delhi, Mumbai, Kolkata, Indore, Ahmedabad and Pune respectively.
On October 25, 2005, the TDSAT delivered an order wherein it stated that during the pendency of the petitions, the Government
of India has notified its licensing policy in regard to the FM broadcasting service and with effect from April 1, 2005, they have
in their policy provided for the migration of the existing license holders from their fixed license fees to revenue sharing license.
In view of the above policy, the TDSAT did not think that there was any need to adjudicate on the various issues arising in the
petitions. However, the TDSAT went on to state that it thought that it was appropriate to grant the petitioners time to pay all their
dues payable up to March 31, 2005 within eight weeks and accordingly the petitions were disposed off, without costs.
We have by our letter dated January 3, 2006 exercised our right to migrate and cleared our remaining outstanding dues, without
prejudice, in an amount of Rs. 55.95 million, for our existing licenses under the Phase I Policy.
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Litigation against the Promoters and Promoter Group

Promoters
I.

Bennett, Coleman & Co. Limited

Outstanding Litigation against BCCL

Criminal Cases filed against BCCL
1.

Mr. Ramchandra Dattatreya Katkar v. Mrs. Swati Sanjay Katkar and BCCL, C.C. No. 540/2003 (Judicial Magistrate
First Class, Khalapur).
This is a criminal complaint filed by the complainant under Sections 500, 501 and 502 of the Indian Penal Code, 1860(the
IPC) against an article published in the Maharashtra Times dated December 31, 1999 and subsequent stories pertaining
to false allegations pertaining to physical and mental abuse made by the complainants daughter-in-law, Mrs. Swati Sanjay
Katkar. The Complainant has filed this criminal complaint against an article published in the Maharashtra Times dated
December 31, 1999 under Sections 500, 501 and 502 of the Indian Penal Code, 1973 against Mrs. Swati Sanjay Katkar and
has also made the editor, publisher and correspondent of the Maharashtra Times for defamation. The matter is listed for
hearing on February 9, 2006 for arguments on applications filed for exemption till further orders, on behalf of the publisher
and correspondent of Maharasthra Times.

2.

Mr. J.K. Shaikh v. Bharatkumar Raut and Sam Dastoor, S.C. 930/2001 (Judicial Magistrate First Class, Alamner).
This is a criminal complaint filed by the complainant under Sections 120B, 500, 501, 502 of the IPC against an article
published in the issue of the Maharashtra Times dated July 24, 2001. The accused failed to reply to a notice dated October
1, 2001 sent by the complainant in connection with this article and the complainant has filed this case against the
executive editor and publisher of Maharashtra Times for defamation. The matter is listed for hearing on January 25, 2006
for arguments on application filed for exemption till further orders on behalf of the publisher and editor of Maharashtra
Times.

3.

Mrs. Prema Ramanand Hattangadi and Others v. Mrs. Shashi Shrivastava and Others, Criminal Appeal No. 410/1995
(Bombay High Court).
This is a criminal appeal filed by the complainant who was the Honorary Secretary of the Abhinava Sahakar Education
Society at the time of filing the complaint against the order dated June 18, 1993 passed by the Additional Chief Metropolitan
Magistrate, Dadar in Criminal Case No. 10/5/1984 dismissing a defamation case under Sections 500, 501 and 502 of the
IPC against the editor and publisher for an article published in the issue of the Evening News of India dated December 9,
1983. The article was in connection with the appalling condition of a school belonging to the society. The complainant has
filed this appeal in the Bombay High Court for defamation and damages amounting to Rs. 40,000. The matter is yet to
come up for hearing.

4.

Mr. Suresh Jain v. Govind Talwalkar and Others, Criminal Revision Application C. No. 2698 / 1989 (Sessions Court,
Jalgaon).
Two articles dated January 20, 1989 were published in the Maharashtra Times with respect to a Jalgaon based politician,
Mr. Suresh Jain. Aggrieved by the publication of the said articles, Mr. Suresh Jain filed Civil Suit No. 107/1989 against Mr.
Govind Talwalkar, the editor of the Maharashtra Times and 11 other shareholders of BCCL claiming damages amounting to
Rs. 10,000,000. Mr. Suresh Jain also filed Criminal Complaint No. 2698/1989 against the editor for defamation under
Sections 500, 501 and 502 of the IPC wherein a non-bailable warrant was issued against the editor. Subsequently, BCCL
filed Criminal Revision Application No. 475/1989 against the criminal complaint filed by Mr. Suresh Jain in the Sessions
Court, Jalgaon. The civil suit was listed for hearing on August 20, 2005 and the criminal complaint was listed for hearing
on July 29, 2005. The matter is listed for hearing on January 16, 2006.

5.

Mr. Lajpat Rai v. Vikram Savarkar & BCCL, Criminal Writ Petition No. 495/1995 (Bombay High Court).
This writ petition was filed in the Bombay High Court by Lajpat Rai, journalist and social worker against a two part article
published in the Times of India, dated January 4, 1994 and 5, 1994. The petitioner has objected to these articles alleging
that the same are in gross violation of Articles 14, 19 and 21 of the Constitution of India and are also defamatory within the
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meaning of Section 500 of the IPC. The Writ Petition is yet to come up for hearing.
6.

Mr. S.P. Ghaste v. Mr. Sahu Dange, Deputy Municipal Commission and Others, Criminal Case No. 196 / S / 1993
(Metropolitan Magistrate Court, Dadar, Bombay).
This criminal complaint was filed against two articles published in the Maharashtra Times issue dated July 30, 1992 and
the Times of India issue dated July 31, 1992 for defamation falling under the purview of Sections 500, 501 and 502 of the
IPC. The Metropolitan Magistrate pursuant to an order dated November 7, 1994 set aside the criminal proceeding and
ordered a fresh trial to proceed against all the other accused parties. Subsequently, Mr. S.R. Dange filed Criminal Revision
Application No. 144/1995 in the Sessions Court, Bombay seeking the setting aside the order of the Metropolitan Magistrate
Court, Dadar. The said accused was discharged and the matter was remanded back to Magistrates Court. The matter is yet
to come up for hearing.

7.

Mr. Rajendra Dube v. Femina, Mr. Pradeep Guha and BCCL, Criminal Complaint No. 31/1998, (Judicial Magistrate First
Class, Indore).
This complaint has been filed under Section 292 of the IPC with respect to an advertisement published in the October 15,
1996 issue of the bi-monthly magazine Femina, which allegedly caused physical and mental trauma to the complainant
due to questions raised by his teenage daughter in connection with the advertisement.The matter has been listed on
February 17, 2006 for service of summons on the accused.

8.

Mr. S. V. Kadam v. Mr. Gautam Adhikari and Others, Criminal Complaint No. 103/1996, (Metropolitan Magistrate Court,
Andheri).
This complaint was filed against the executive editor, Bombay Times with respect to an article published in Bombay Times
issue dated February 2, 1996 for defamation under Sections 500 and 34 of the Indian Penal Code, 1973. BCCL has filed
Writ Petition No.61/1997 in the Bombay High Court pending the final hearing and disposal of the said criminal complaint
and sought a stay order against all criminal proceedings against the executive editor and other employees of the Bombay
Times in the Metropolitan Magistrates Court at Andheri. This writ petition was dismissed by the Bombay High Court
pursuant to its order dated October 22, 1997. BCCL has not received any notice from the Magistrates Court after dismissal
of the Writ Petition.

9.

Mr. Goba Patil v. Mr. Kumar Ketkar and Others, Criminal Case No. 3052/2000, (Judicial Magistrate First Class, Bhiwandi).
This criminal complaint was filed against the editor of the Dainik Maharashtra Times in connection with a series of
defamatory articles published in various local newspapers on May 12, 1998, November 7, 1998 and April 3, 1999 against
the complainant. These articles carried reports on certain criminal cases pending against the complainant initiated by Mr.
Kumar Ketkar allegedly on false grounds. These criminal cases were yet to be decided by the Judicial Magistrate First
Class, Bhiwandi at the times the articles were published. The complainant has claimed damages amounting to Rs. 100,000
for defamation and mental injury caused to him. Two revision applications have been filed by Mr. Vandan Potnis and Mr.
Madhukar Bhave against the Order issuing process and the Criminal Complaint is stayed.

10. Mr. Sanjeev Bhagwanrao Kokil v. Bharat Kumar Rao and Others, C.C. No. 194 / S / 2003 (17th Metropolitan Magistrate
Court, Mazgaon, Bombay).
This criminal complaint has been filed under Sections 500, 501 and 502 of the IPC for an article published in the issue of
the Maharashtra Times dated February 14, 2003. As per directions of the Court, all accused have executed personal bond
and have paid cash security of Rs. 3000 each. The Editor and Publisher have been granted exemption till further orders.
The matter is now listed for recording of evidence on February 18, 2006.
11. V. R. Jambekar v. BCCL and Others, Complaint No. 3603/93 (Chief Judicial Magistrate, Nasik).
A cartoon published in the Times of India, the Maharashtra Times and the Navbharat Times on February 9, 1993 allegedly
hurt religious feelings and was allegedly defamatory. The accused appeared before the Bombay High Court and were
granted bail. The accused further made an application for dropping the proceedings against them; however, the application
was rejected pursuant to an order dated April 21, 1994. BCCL then filed a criminal application in the Mumbai High Court in
January 2000 against the order dated April 21, 1994 for the following relief (a) process issued against the petitioner be
set aside; (ii) pending disposal of the said application, interim stay be granted. Pursuant to an order dated August 17, 2001,
the proceedings before the Chief Judicial Magistrate, Nasik have been stayed. The criminal revision application yet to
come up for hearing.
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12. Mohanbhai S. Delkar v. Dina Vakil, Bachi Karkaria and BCCL, Criminal Complaint No. 359/2004 (Chief Judicial Magistrate,
Dadra and Nagar Haveli, Silvassa).
The complainant has filed the present complaint on December 27, 2004 alleging that an article written in the Times of
India, Mumbai edition issue dated May 14, 2004 with a photograph of the complainant, under the title Don Trump Don
Trumped is defamatory. Pursuant to the complaint, the complainant has sought relief that the court be pleased to take
cognizance of the facts which constitute an offence under Sections 500, 501 and 502 of the IPC and the Court be please
to take appropriate action. Fresh summons have been issued against the first defendant and the next date of hearing is set
at January 21, 2006. A revision application has been filed on behalf of Ms. Bachi Karkaria for quashing of the Order issuing
process dated January 5, 2005 and for stay of further proceedings of the criminal complaint until the final disposal of the
revision application. The said revision application is to come up for arguments on March 4, 2006.
13. Maharashtra State Police Employees CHS v. Michael Rodrigues, BCCL, Sameer Jain, Ramesh Chandra, H.K. Dua, Dina
Vakil, Vishwanath Sachdev, Sam Dastoor and six others, Criminal Complaint No.16/S/99 (Judicial Magistrate, 43rd
Court, Borivli).
Articles were published in The Times of India issue dated March 26, 1998 and Navbharat Times issue dated March 24,
1998 about the mismanagement and corruption in the Maharashtra Police Co-operative Housing Society. These were
alleged to be defamatory by the complainant and the complaint was filed on January 16, 1999 charging the accused under
Sections 499, 500, 501 and 502 of the IPC. BCCL filed a petition before the Mumbai High Court under Section 482 of Code
of Criminal Procedure for quashing of process. Pursuant to this petition, the High Court granted liberty to file for revision
in the Sessions Court. A revision application bearing no. 742/2005 was filed in the Sessions Court challenging the Order
issuing process against Mr. Sameer Jain, the accused. The revision application was allowed vide order dated December
30, 2005. The criminal complaint is posted on March 3, 2006 for hearing.
14. P. D. Prasad Rao v. BCCL and others, Case No. 41/S/99 before the Metropolitan Magistrate, 23rd Court, Esplanade.
Certain advertisements were published in the Bombay Times issues dated November 4, 1994 and December 18, 1994,
which were alleged to be obscene by the complainant. Therefore, the complainant filed this case on December 23, 1994
under Section 292 before the Metropolitan Magistrate, 23rd Court, Esplanade. Pursuant to this, BCCL filed Criminal Revision
Petition No. 323 of 2003 before the Sessions Court, Mumbai against this case. However, pursuant to an order dated
January 19, 2004, the Sessions Court dismissed the petition directing the parties to appear before the Metropolitan
Magistrate. The matter is listed for recording of plea on March 20, 2006.
15. Padamjit Singh Giani v. BCCL and others, Criminal Complaint 5/S/2000 before the Metropolitan Magistrate, 10th Court,
Mumbai.
An advertisement was published in the obituary section of the Times of India on January 14, 1999 on the occasion of the
death anniversary of the complainant, when in fact, the complainant was alive. Against the same, the complainant filed the
present case for defamation under Section 500 of the IPC on January 5, 2000. The matter is listed for hearing on February
2, 2006.
16. State of Maharashtra v. Nazim Hasan Rizvi, Editor, Publisher and Concerned Reporter of Times of India and Others,
Misc Appl. No. 348 of 2001 (M.C.O.C. Special Court Case no. 4 of 2001).
The Times of India published an article on September 27, 2001 titled Police charge sheet details mafias hold on film
industry. The public prosecutor moved Miscellaneous Appeal No. 348 of 2001 in the Special Court seeking relief that the
Times of India, its Editor, Publisher and Reporter be directed to refrain from publishing any material which comes within
the purview of Section 19 of the MCOC Act, 1999 and be directed to disclose the source of information. An order was
passed on December 3, 2001 wherein the editor, publisher and the concerned reporter of the Times of India were directed
not to publish any non-evidence matter such as contents of police statements recorded by the police in the course of
investigation. BCCL filed a criminal revision application against the order dated December 3, 2001. The said application
was admitted on January 13, 2003 and is yet to come up for hearing.

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17. L.K. Sachdev v. BCCL and others, Case No. 1264/2002 (Chief Judicial Magistrate, Thane).
An article was published in Thane Plus dated March 29, 2002 captioned Absconding lecturer files application for anticipatory
bail. The complainant filed the present case under Sections 500, 501 and 502 of the IPC on March 30, 2002. BCCL filed
Criminal Revision Application No. 91/2002 before the Sessions Court for recall of process against the accused and the
application was allowed. The other accused moved an application for permanent exemption on December 18, 2002 and
the same was granted. Summons have not yet been served on one of the accused (the reporter). The matter is listed for
hearing on March 2, 2006.
18. Lalit Jakatia v. Dr. Mahesh Shukla and BCCL, C.C. No. 819 of 1997 (Judicial Magistrate 1st Class, Pune).
The complainant in the present case is a builder by profession. There was a boundary dispute between the complainant
and the Pune Municipal Transport (PMT), pursuant to which, the complainant obtained an order restraining the PMT from
carrying out any construction or demolition activity in respect of a certain property. Subsequently, an allegedly defamatory
article was published in the Times of India, Pune edition on March 29, 1997 wherein it was stated that the complainant
used criminal elements to harass the PMT employees. The complainant filed the present case on June 6, 1997. The first
accused in the present case has filed a criminal revision application and the Magistrate has stayed the complaint.
Mr. Jakatia has also filed a civil suit against BCCL in respect of the same matter and for details thereof please refer to Civil
cases filed against BCCL on page 169 of this Prospectus.
19. Dr. Siddharth Ambaji Patil v. Tanaz Irani, BCCL and others, C.C. No. 584 of 1998 (Judicial Magistrate 1st Class, Pen).
Pursuant to this complaint, the complainant has alleged that BCCL had published an article in its newspaper on January 25,
1998. This article was found to be defamatory by the complainant and he filed the present complaint. Pursuant to Criminal
Application No. 1057 of 1999 filed before the Bombay High Court, Ms. Irani sought relief that the court may call for the
records and proceedings of the aforesaid criminal complaint and quash the order of the magistrate dated August 19, 1998
Thereafter, Ms. Irani has obtained an interim order on April 5, 1999 staying the proceedings before the magistrates court.
The matter is yet to be listed for hearing.
20. Prof. V. Sitaramam v. Mr. Jaisurya Das, Publisher, BCCL, Mr. R. Shrinivasan, Editor, BCCL and others, C.C. No. 901 of
2002 (Judicial Magistrate 1st Class, Pune).
An article was published in the Times of India dated April 7, 2002 pursuant to which it was alleged that the complainant had
sexually harassed three staff members. The article was found to be defamatory by the complainant and he filed the
present complaint on December 12, 2002. One of the accused, Mr. Kolaskar filed Criminal Revision Application No. 967 of
2003 on December 15, 2003 praying that the order dated June 21, 2003 passed by the court at Pune be quashed and set
aside and be stayed pending final disposal of the complaint and this application.
In addition, the complainant has also filed a civil case in respect of the matter above. For details of the same, please refer
to Civil Cases against BCCL on page 169 of this Prospectus.
21. Ulhas Atmaram Kulkarni v. Nana Patekar, Bharat Kumar Raut, Editor of Maharashtra Times and Sam Dastoor, Publisher
of Maharashtra Times, C.C. No. 168/SS/2005 (Additional Chief Metropolitan Magistrate, 5th Court, Mumbai).
An article was published in the Maharashtra Times issue dated November 30, 2004 regarding an interview given by actor
Nana Patekar about some spiritual leaders. The article was found to be defamatory by the complainant and he filed the
present complaint on December 18, 2004. Against the same, BCCL has filed Criminal Review Application No. 4604 of
2005 dated July 14, 2005 for quashing and setting aside the order passed by the magistrate on February 24, 2005. The
criminal complaint has been stayed until final disposal of the criminal revision application. The same is listed for hearing
on March 7, 2006.
22. Parvez Ali Khan v/s Mr. Derick Dsa, Mr. Sam Dastoor, Mr. Ahmed Ali, Special, MCOCA Special Case no. 10 of 2005 in
M.A no. 520/2003
Various articles were published in The Times of India, Mumbai edition in July & August 2005 with regard to Mr. Parvez
Khan, who is an Accused in a case pending before the Honble Special Court. The Complainant alleges that the same are
liable for initiating Contempt of Court proceedings. The M.A no.520 of 2003 pending before the Honble Special Court has
been stayed by the Honble High Court, Mumbai.

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23. State of Maharashtra Vs. Manoj Agiwal and Sunita Shirke, 769/PS/2004, 8th Court, Esplanade.
An advertisement published in The Times of India in July 2003, captioned Save Life- The Ultimate Healing Campaign
proclaimed that one Mr. Clive Harris has healing power. It is alleged that Mr. Harris and other trust members collected
Rs.2000 3000 from each Patient for personal visit of Mr. Harris in the guise of compulsory donation and subsequently Mr.
Harris had fled from the country. A Writ Petition 2232 of 2003 was filed alleging that the role of Times foundation is to be
probed on the motive of causing the advertisement violating the provisions of Drugs and Magic Remedies (Objectionable
Advertisements) Act. On January 7, 2004, the said Writ Petition was disposed off with the observation that the Authorities
have already registered the case against Respondent nos. 2, 3, 4. Pursuant to the directions in the same, Azad Maidan
Police station registered F.I.R under sections 3, 4, 6 read with 7 & 9 of the abovementioned Act. Therefore, the said
complaint was filed. Discharge application is filed on behalf of the Accused. The matter has been listed for hearing on
February 7, 2006.
24. Rajendra Jhaveri Vs. Vishwanath Sachdev and Narendra Kumar Baldota C.C no. 637/SS/05, Metropolitan Magistrate
22nd Court, Andheri.
An Article published in Navbharat Times issue dated 23/1/2003 about some defaulters of Greater Bombay Co-operative
Bank is alleged as defamatory by the Complainant who claims to have cleared the debts of the said Bank before the
publication of the article. The then Editor of Navbharat Times and the Chairman & Managing Director of the said bank are
impleaded as the Accused. The matter has been listed for appearance of the Accused on March 14, 2006.

Cases filed by Banks/Financial Institutions against BCCL

1.

BPT v. BCCL, Suit No. 66/77 (Small Causes Court, Mumbai)

A suit was filed on February 25, 1985 with respect to Plot no. 1191 situated at Masjid Road, South Mumbai belonging to
BPT. BCCL had entered into a lease agreement with BPT for this plot, which expired on April 7, 1980. BPT had filed Eviction
Suit No.66/77 of 1985, which was decreed in its favour. BCCL subsequently filed an appeal against this decree, which was
dismissed pursuant to an order dated September 26, 2000. Pursuant to this, BCCL filed Writ Petition No. 5199/2000,
wherein the Supreme Court in an order dated January 13, 2004 has issued directions to BPT for amending its compromise
formula and to revise the demand of lease rent accordingly. This matter is still pending before the Supreme Court. As on
date BCCL is in possession of the disputed plot and is paying rent as per the expired lease agreement. However, a
provision has been made in the books of accounts for payment of difference in rent and interest if the Supreme Court rules
accordingly. The total liability on BCCL shall aggregate to Rs. 17,065.23 plus interest on Rs. 14,593.04 at the rate of 15%
per annum, mesne profits at the rate of Rs. 21,474 per month from the date of filing the suit and the recovery of vacant
possession of the disputed plot.

2.

Bank of Baroda Limited v. BCCL, O.A. No.2369/2000 (Mumbai Debt Recovery Tribunal No.1)
Bank of Baroda (BOB) had filed this suit in the year 2000 in order to recover the amount guaranteed under a bank
guarantee executed by BCCL in favour of BOB. BCCL claims that the Shipping Development Fund Committee (SDFC)
provided the guarantee to BOB for the same transaction. BCCL further claims that the guarantee provided by BCCL was
only for an interim period and as such BCCL stood discharged from its obligation on December 18, 1982 upon SDFC
providing a bank guarantee for the transaction. This suit, being O.S. No.2393/84, has been transferred from the High Court
at Mumbai to the Debt Recovery Tribunal (DRT). On August 29, 2005, the Presiding Officer of the DRT, pursuant to an
order dated August 26, 2005 directed BCCL to pay a sum of Rs. 5,629,645.48 with simple interest at the rate of 12% per
annum with quarterly rests from the date of filing of the application till the realization of the amount. BCCL has filed an
appeal against the order of DRT dated August 26, 2005 in the Debt Recovery Appellate Tribunal on October 6, 2005.
The total liability on BCCL shall aggregate to Rs. 5,629,645.48 together with interest at the rate of 18% per annum from the
date of filing of the suit in the year 1984.

3.

State Bank of Bikaner and Jaipur v. New Century Leasing and Investments Limited, the Andhra Cement Company
Limited, M/s Somaiya Organics (India) Limited and BCCL, O.A. No. before the Debts Recovery Tribunal, Mumbai
This is an application made under Section 19(1) of the Recovery of Debts Due to Banks and Financial Institutions Act,
1997, as amended, for the recovery of amounts due to the assignment of rental income on leased machinery and
hypothecation of assets by New Century Leasing and Investments Limited in favour of the State Bank of Bikaner and
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Jaipur. The bank has sought a sum of Rs. 11,438,432 with interest at the rate of 21.5%. The matter is posted for final
arguments on February 2, 2006.

Civil Cases Filed against BCCL

1.

Jamshed Kawasjee Vakeel v. BCCL & Others, Notice of Motion No. 3733 of 2003 Suit No. 286/198 (High Court,
Mumbai).
The plaintiff has filed this defamation suit in relation to two articles dated January 20, 1980 and August 26, 1980 in the
Times of India. The plaintiff has alleged that pursuant to these articles, BCCL had maliciously implied that the plaintiff had
defrauded Air India for an amount of Rs. 5,000,000. The plaintiff has claimed damages amounting to Rs. 1,000,000. The
suit came up for recording evidence on November 22, 2002 and was dismissed for default owing to the plaintiffs
absence. The plaintiff filed a notice of motion for restoration of the suit and the suit was restored on December 13, 2002.
The suit came up for recording evidence on October 9, 2003 and was dismissed again for default due to the Plaintiffs
absence. The court also discharged the bank guarantee dated October 31, 2002 submitted by BCCL. The plaintiff has filed
a second notice of motion for restoration of the suit and this was made returnable on March 17, 2004. The matter is yet to
come up for hearing.

2.

Konkan Unnati Mitra Mandal, Abdul Rehman Antulay, Parshuram K. Sawant, S.N Desai, H.G. Vartak, Anant Shantaram
Bhise, N.K. Bhagat, Nakul Patil, Shamrao Peje, Ravindra N. Rawoot, Damodar Borkar Shingada, K.B. Alias Ghanshyam
Talvatkar, P.G. Salvi v. BCCL, Girilal Jain, Pithawala, Michael Rodrigues, Suit No. 651/83 (High Court, Mumbai).
A suit has been filed in relation to an allegedly defamatory article published in the issue of the Times of India dated April
3, 1982. The damages claimed amount to Rs.50,000,000 with interest at the rate of 6% per annum. The matter is yet to
come up for hearing before the Honble High Court, Bombay.

3.

Konkan Unnati Mitra Mandal, Abdul Rehman Antulay, Parshuram K. Sawant, S.N Desai, H.G. Vartak, Anant Shantaram
Bhise, N.K. Bhagat, Nakul Patil, Shamrao Peje, Ravindra N.Rawoot, Damodar Borkar Shingada, K.B.Alias Ghanshyam
Talvatkar, P.G. Salvi v. BCCL, Govind Talwarkar, Pithawala, Michael Rodrigues, Dinoo Bandive, Jayprakash Pradhan,
Prakash Bal, Suit No. 652/83 (High Court, Mumbai).
A suit has been filed in relation to an allegedly defamatory article published in the issue of the Times of India dated April
3, 1982. The damages claimed amount to Rs.50,000,000 with interest at the rate of 6% per annum. The matter is yet to
come up for hearing before the Honble High Court, Bombay.

4.

R. J. Mehta, Kamgar Sabha v. Gautam Adhikari, Dina Vakil, Ms. Bachi Karkaria, BCCL, Mr. Ashok Kumar Jain, P.R.
Krishnamoorty, Mr. Samir Jain, Mr. Madhu Akotkar, Mumbai 4548/95 (High Court, Mumbai).
A suit has been filed with respect to an allegedly defamatory article published in the Times of India issue dated August 12,
1995. The plaintiffs have claimed damages amounting to Rs. 5,000,000. The suit is yet to be listed for hearing.

5.

Abdul Rashid v. Gautam Adhikari & BCCL, Suit No. 2236/96 (Bombay High Court).
A suit has been filed with respect to two allegedly defamatory articles published in the issues of the Times of India dated
April 13, 1994 and April 4, 1995 stating that one building at Worli, Bombay belonged to a notorious gangster Iqbal Mirchi,
whereas the said building was occupied by the plaintiffs. BCCL has filed their written statement in response to the suit.
The damages claimed by the plaintiffs amount to Rs. 20,000,000. The matter is pending for hearing before the Honble
High Court, Bombay.

6.

Wim Plast Limited, Cello Plastic Industrial Works v. BCCL, Jaideep Bose, Shailesh Dabhol, Ms. Anita Saran, Amaria,
3984/96 (High Court, Mumbai).
A suit has been filed with respect to an allegedly defamatory article published in Brand Equity in the Economic Times.
The damages claimed by the petitioners amount to Rs. 5,000,000 plus interest at the rate of 12% per annum. The suit is
yet to come up for hearing.

7.

Dr. Shib Sankar Sur v. Colgate Palmolive (India) Limited and Femina, BCCL, Case No. 95/97 (Consumer Dispute
Redressal at Barasat, District North 24 Parganas, West Bengal).
Colgate Palmolive (India) Limited (Colgate) and Femina organized a beauty competition in January 1997. However, the
complainant was unable to communicate his entry in the contest on the given telephone numbers and therefore filed the
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present complaint on September 30, 1997 against Colgate and BCCL under Sections 12 and 13 of the Consumer Protection
Act, 1986. Pursuant to the same, the complainant has made a claim for a Maruti 1000 car, which was the first prize in the
contest along with costs and expenses as compensation.
8.

Archies Garage Private Limited v. BCCL and others, Suit No. 328 of 1997 (Court of Civil Judge, Senior Division, Pune).
Pursuant to the suit filed on February 15, 1997 the plaintiff claimed that BCCL ran an advertisement campaign for the
plaintiffs for the expansion of plaintiffs business; however, the plaintiff allegedly suffered losses due to usage of
unapproved advertising matter. In respect thereof, the plaintiff prayed for decree of Rs. 535,420 at the rate of 24% interest
thereon. The written statement on behalf of BCCL was filed on April 3, 1998 pursuant to which BCCL denied the allegations
made against it. The matter is listed for hearing on January 27, 2006.

9.

Lalit Jakatia v. Dr. Mahesh Shukla, Pune Municipal Transport and BCCL, S.C.S. No. 1715 of 1997 (Civil Judge Senior
Division, Pune).
A suit has been filed on October 16, 1997 with respect to an allegedly defamatory article published in the Times of India,
Pune edition with respect to an article published in March 29, 1997 wherein it was stated that the complainant used
criminal elements to harass the Pune Municipal Transport employees. The plaintiff has claimed damages amounting to Rs.
102,000 with 24% interest thereon. The first accused in the present case has filed a criminal revision application and the
Magistrate has stayed the complaint.
In addition, the plaintiff has also filed a criminal complaint in respect of the matter above. For details of the same, please
refer to Criminal Cases filed against BCCL at page 169 of this Prospectus.

10. Sanjeeb Kumar Padhi v. BCCL and others, Consumer Dispute Case No. 71/ 1998 (District Consumer Dispute Redressal
Forum, Sambalpur).
The complainant has filed the present complaint under Section 12 of the Consumer Protection Act, 1986 on April 2, 1998
alleging that though the complainant was a subscriber to Femina and Filmfare magazines, he failed to receive copies
for the January and February, 1998 editions of the same. Pursuant to the said complaint, the complainant has prayed that
BCCL be penalised and adequate compensation along with legal costs be provided. BCCL has filed its reply to the
complaint.
11. Prof. V. Sitaramam v. Mr. Jaisurya Das, Publisher, BCCL and others, Civil Suit No. 344 of 2002 (Civil Judge, Senior
Division, Pune).
A suit has been filed on May 3, 2002 with respect to an allegedly defamatory article published in the Times of India issue
dated April 7, 2002 wherein it was alleged that the plaintiff had sexually harassed three staff members. Pursuant to the
said suit the plaintiff has sought relief that the defendants be restrained for publishing any such articles against the plaintiff
and damages of Rs.200,000. BCCL has filed its written statement.
In addition, the plaintiff has also filed a criminal complaint in respect of the matter above. For details of the same, please
refer to Criminal Cases filed against BCCL at page 164 of this Prospectus.
12. Pandurang Govind Kadam v. Chief Editor, Maharashtra Times, BCCL and others, Civil Suit No. 1440 of 1997 (High Court,
Mumbai).
The present suit has been filed in January 1997 alleging that an article published in the Maharashtra Times issue dated July
10, 1996 was defamatory. Pursuant to the said suit, the plaintiff has sought relief that the defendants be restrained from
publishing, republishing or circulating the said article or part thereof in any manner and has also sought damages of Rs.
500,000 plus interest at the rate of 10%. The matter is pending before the Honble High Court, Bombay.
13. Jamshid Kesari Dalal v. Shavak Patel and others, Suit No. 1130 of 1991 (Civil Judge Senior Division, Pune).
Planet M, a division of BCCL has entered into an agreement with M/s. Dorabjee & Co. for renting premises at Pune. The
present suit has been filed for the dissolution of M/s. Dorabjee & Co. However, no claim has been made against BCCL and
it has been made a formal party to the suit only because BCCL is the only source of the income of the firm. The suit is for
rendition of accounts. Vide an order dated July 5, 2004 the Honble Judge therein dismissed the said suit by holding that
in view of Section 69 of the Indian Partnership Act, 1932 the same is not maintainable. Aggrieved by the said decree of
dismissal a civil appeal no. 599 of 2004 was filed in the District Court at Pune. The Honble Judge allowed the said appeal
and remanded the suit back to trial court for re-trial. Aggrieved by the said Order dated July 19, 2005 an appeal bearing no.
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1028 of 2005 is filed by the original defendants in the Honble High Court. The matter is pending before the Honble High
Court, Bombay.
14. Aniruddha Ramchandra Pusalkar v. Smita Pusalkar, Editor and Publisher of Times of India, Pune, Contempt
Petition Application No. 9 of 2001 (Family Judge, Pune).
The present contempt petition application has been filed on February 16, 2001 with respect to an article published in the
Times of India, Pune edition issue dated February 7, 2001. The applicant has alleged that the article created an impression
against the applicant when legal proceedings between the applicant and the opponent were already pending in the same
court. The applicant has further alleged that the article deliberately created an impression that the applicant was guilty.
Pursuant to the application, the applicant has prayed for a contempt notice to be issued to the opponents, that the
opponents be directed to refrain from publishing any article of any type about the parties and appropriate action be taken
against them for interfering in the administration of justice. By an order dated August 21, 2001, the Principal Judge, Family
Court, Pune has referred this matter to the Mumbai High Court to take action against the opponent for contempt of court
under Section 15(2) of the Contempt of Court Act.
15. Uttam More v. Bharat Kumar Raut, Editor of the Maharashtra Times and others, Special Civil Suit No. 125 of 2002 (Civil
Judge, Senior Division, Nanded).
The present suit was filed in November 2002 with respect to articles published in the Maharashtra Times issues dated
January 22, 2002 and January 24, 2002 respectively. The applicant has alleged that these articles were defamatory in
nature. The plaintiff has claimed compensation of Rs. 200,000 to be paid by the defendants as damages.
16. Rajaram Raut v. Dina Vakil, Editor and K.N. Amaria, Publisher, the Times of India and others, Special Civil Case No. 393
of 2000 (Civil Judge, Vasai).
A civil suit, No. 127 of 1997, was filed before the Civil Judge, Palghar in June 1997 with respect to an article published in
the Times of India issue dated May 15, 1997. The article was alleged to be misleading by the plaintiff. The plaintiff has
claimed an amount of Rs. 100,000 as compensation and also sought that BCCL be ordered to publish a clarification. The
suit has been transferred to the Civil Judge, Vasai.
17. Bhagwandas Haridas Kewalram and Kishorekumar Sunderdas v. Reliance Industries, Karvy Consultants, BCCL, Bankim
Mehta, Suit No. 1513 of 1998 (High Court).
One Mr. Bankim Mehta who has availed a loan from BCCL had pledged shares of Reliance Industries Limited as security.
When these shares were lodged for transfer, the plaintiffs claimed ownership of the shares and filed a suit. The High Court
by its order dated September 19, 1998 appointed a Court Receiver for taking possession of the shares in dispute and the
defendants have deposited the shares with the Court Receiver. The plaintiffs have sought relief that 4,300 shares be
transferred to their names jointly. The matter is yet to come up for hearing.
18. Rameshchandra Laddha v. The Times of India, Sunil Paper Agency, 299/98 (District Consumer Redressal Forum,
Amravati).
This complaint has been filed due to non-receipt of the Bombay Times with the Times of India in Amravati. BCCL has filed
its written statement. The plaintiff has claimed compensation amounting to Rs. 50,000. The plaintiffs have also sought
Rs.5,000 as costs together with interest at the rate of 18% per annum. The hearing of the matter is over and the Order of
the Forum is awaited.
19. Nanda Gupta v. BCCL, Consumer Case No. 3744/98 (High Court, Mumbai).
Nanda Gupta, a former employee of BCCL has filed this suit for recovery of dues such as providend fund and gratuity, etc.
BCCL has filed its written statement. The compensation claimed by the complainant includes, inter alia, Rs. 42,120 with
interest at the rate of 24% per annum towards the dues for flexi-pack, medical allowance, LTA and leave encashment, Rs.
25,078/- with accrued interest on certain other dues and damages amounting to Rs. 1,000,000. The matter is pending
before the Honble High Court, Bombay.
20. Percy Mistry v. BCCL, Company Petition No. 909/99. Appeal no. 99 / 2001 (High Court, Mumbai).
This suit was filed in connection with an allegedly defamatory report in the Third Eye column of the Economic Times in
September 1994. Percy Mistry obtained a decree for 105,000 from the Queens Bench dated June 16, 1998 in the United
Kingdom. This decree was brought to India for execution. Percy Mistry filed a winding-up petition against BCCL, which
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was rejected by the High Court at Mumbai on August 28, 2000. Mr. Mistry has filed an appeal before the Division Bench
and the same was admitted. The appeal is pending before the Honble High Court, Bombay.
21. Sarsobai Jain v. BCCL, New India Assurance, MACT Case No.1169/1999 (Motor Accidents Tribunal, Mumbai).
This suit has been filed by the complainant in connection with an accident with a vehicle owned by BCCL. He has claimed
for compensation to Rs. 1,025,000. The matter is yet to come up for hearing.
22. Pradip Saraf and Meena Saraf v. BCCL and Ramu Bhagwat, Civil Suit No. 90/2000 (Small Causes Court, Nagpur)
BCCL was the lessee of a flat owned by the plaintiff. The plaintiffs claimed an amount of Rs. 2,273.50 towards reimbursement
of electricity and other expenses. The concerned BCCL employee, Mr. Ramu Bhagwat has paid the disputed amount of Rs.
2,273.50 to the plaintiffs.
23. Haji Moosa Dawood v. BCCL, Suit No. 63/2001 (High Court, Bombay)
By an agreement, Three Star Corporation was appointed by BCCL as their exclusive distributors of newspapers and other
publications in Muscat for a period of three years. The plaintiff, who is the proprietor of the Three Star Corporation, has filed
this suit against BCCL for a declaration that BCCLs letter terminating the contract is mala fide and illegal and that BCCL be
specifically directed to perform the agreement and supply their publications to the plaintiff. The Plaintiffs allege that BCCL
has, without any justification and notice, suspended the supply of their publications to the plaintiff and unilaterally
terminated the agreement and that there is due and payable a sum of US$ 55,914 by BCCL. The plaintiff has claimed an
amount of US $ 55,914 together with interest at the rate of 24% per annum and damages of US $ 11,000. The matter is
pending before the Honble High Court, Bombay.
24. Prime Securities Limited v. BCCL, Suit No. 1990/2001 (High Court, Mumbai)
Prime Securities has filed this suit for the recovery of Rs. 12,960,834 with interest at the rate of 24% per annum and
17,800 shares of Texmaco Limited for alleged default on the part of BCCL in performing the conditions of certain agreements
for the sale of shares. BCCL has filed written statements in the High Court on July 23, 2003 maintaining that the amount
claimed for had been adjusted against some outstanding payments due from Prime Securities to BCCL. The matter is yet
to come up for hearing.
25. Raju Singh Murli Singh Bhati v. The Nasik Diocesan Council Trust, Avinash G. Balkundi, Prof. Dr. M.S. Hanborahatty,
Sugandh P. Shinde, Rev. N.R. Shinde, Rev. P.L. Kamble, Francis John, David Valohoba Kshatre, Mrs. Murgared Namdeo
Mate, Rajendra B. Sakpal, Prasad Anaotik, Mrs. Margarett Ramesh Gangurate, Smt. Sharle Nade, Mr. S.G. Vanjare,
Vijay Balwant Patil, M/s. Mayuresh Builders, BCCL, The Jt. Charity Commissioner, St. of Maharashtra, Vaibhav Vijay
Patil, Mukund Balwant Patil, Ranganath B. Patil, Tushar R. Patil Sunil R. Patil, Writ Petition No. 4404 of 2001
BCCL was a tenant of the premises known as the Nasik Guest House located at Trimbak Road, Sharanpur, Nasik, which was
owned by Nasik Diocesan Trust Association. Pursuant to a memorandum of understanding dated April 10, 2001, BCCL
surrendered its tenancy rights in the said property for a valuable consideration in favour of Mr. Vijay Balwant Patil and
handed over possession of the premises to Mr. Patil. The petitioner claims to be a beneficiary of the said trust and alleges
that the trust and BCCL jointly created third party rights for a nominal consideration. The High Court pursuant to its order
dated September 26, 2001 (a) Stayed the order of the Joint Charity Commissioner dated May 10, 2001. (b) Restrained
BCCL and others by a temporary injunction from making any alteration to the suit premises. A Court Receiver has been
appointed to take possession of the suit premises.
26. Umesh Mistry, Ramagar Goswami, Mahesh Pawani, Globex Travel & Exchange Ltd., Globex Financial Services Limited
v. Vallabh Properties Pvt. Limited, Vasudev D. Navani, Manish B. Thakker, J.H. Ochani, BCCL, Suit No.2520/2002.
A public notice was published in the Economic Times relating to claims in a piece of land with a building under construction
known as Waman Chambers at Andheri. The notice contained allegations against the plaintiffs. The plaintiffs have filed
this suit against BCCL claiming damages of Rs. 2,000,000,000 for the publication of defamatory contents. On August 8,
2002, the notice of motion for ad-interim relief was heard and ad-interim orders were granted. The notice of motion came
up for hearing and final disposal on November 21, 2003. The ad- interim orders dated August 8, 2003 was confirmed. The
written statement was filed on June 4, 2004. The matter is yet to come up for hearing.

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27. Bal Patil v. BCCL and Others, SC Suit No. 1158 of 2004 (The Bombay City Civil Court).
In the Times of India issue dated March 2, 2003 an allegedly defamatory article was published about the Digambar sect of
the Jain community, which include plaintiff. The written statement on behalf of BCCL was filed on August 11, 2004. The
plaintiffs have claimed an amount of Rs. 30,000 as damages. The matter is listed for hearing on January 17, 2006.
28. Telebrands (India) Private Limited v. M/s A.E.M Ventures and BCCL, Suit No. 2658/2004 (Bombay High Court).
The plaintiff is in the business of selling various products including a butterfly massager. The plaintiff has also filed
application for registration of the butterfly abs and butterfly massager marks under the Trade Marks Act, 1999 claiming
use since January 13, 2004. A.E.M. Ventures was selling a similar product with a similar trademark and this was advertised
in the Bombay Times supplement of the Times of India. Pursuant to the order dated December 8, 2004, the High Court
directed A.E.M. Enterprises to not use the trade mark Butterfly Massager owned by the plaintiff until any further order.
No orders were passed against BCCL and the suit was transferred to the list of long causes. BCCL has filed its written
statement. The plaintiffs have claimed an amount of Rs. 500,000 as damages.
29. Diligent Media Corporation Limited v. Bennett Coleman & Co. Limited. and Mr. Vineet Jain, Suit No. 1128 of 2005.
Diligent Media Corporation Limited launched an advertisement campaign for their proposed newspaper DNA. The campaign
was divided in different phases. In Phase I they showed people with their mouth covered with silver tapes. In Phase II the
people opened their mouth with the message Speak Up- Its in your DNA. According to the Indian Readership Survey
2005, Maharashtra Times became the most read newspaper in Mumbai city ahead of Loksatta, the traditional leader. To
communicate this achievement to the public, BCCL published certain advertisements by using similar-looking models
with a slogan Voice of Mumbai and Awaj Mumbaiche for Maharashtra Times. These advertisements were also published
in the Times of India, the Economic Times, the Nav Bharat Times and the Maharashtra Times issues dated March 27, 2005.
The plaintiffs alleged that BCCL took over their advertising campaign and violated their copyrights in the advertising
campaign. The Plaintiffs have claimed an amount of Rs. 1,000,000,000 as damages. The matter is yet to come up for
hearing.
30. India Shivaji Memorial Society & Others v. BCCL & Another, Special Civil Suit No.470/2000.
An allegedly defamatory article was published in the Pune Plus supplement of the Times of India issue dated February 3,
2000. The written statement has been filed by BCCL. The suit was dismissed for non-prosecution. Thereafter, the plaintiff
has filed Miscellaneous Application No. 561/2004 for restoration of the suit. The plaintiffs have made a claim for Rs.
150,000 as compensation. The matter is listed for hearing on January 20, 2006..
31. Ashok Futermal Jain v. PVG. Subramaniam and Mr. Balkrishna Arful, Summary Suit no. 1063/1999 (Small Causes
Court).
The defendants are former employees of BCCL. In the execution proceedings, a garnishee order was issued against BCCL
to deduct a certain amount from the defendants salaries and to deposit the same with the court. As on the date of the
garnishee orders, the defendants were not in the employment of BCCL. However, the Court erroneously issued a warrant
of attachment. The claim amount in this case is Rs. 13,802. An appeal filed by BCCL has been admitted and is pending. The
matter is listed for hearing on February 10, 2006.
32. Laxminarayan Mandir Trust v. BCCL and Others, Suit No. 191 / 1987 (Civil Judge, Junior Division, Bhusawal).
This is a civil suit filed against an allegedly defamatory article published in the Maharashtra Times issue dated December
21, 1986 in relation to the sale of some property owned by the complainant trust. The complainant has claimed damages
amounting to Rs. 20,707. BCCL has filed its written statement. The matter is pending for hearing before the Civil Judge,
Bhusawal.
33. Mr. Sanjeev Bhagwanrao Kokil v. Bharat Kumar Raut and Others, Suit No. 2143 / 2003 (Bombay High Court).
This is a civil suit filed with respect to two allegedly defamatory articles published in the Mumbai issue of the Maharashtra
Times dated February 14, 2003 claiming a sum of Rs. 1,000,000,000 by way of damages with interest at the rate of 18%
for publication of these articles and also for an injunction for restraining publication, republication and circulation of these
articles.
A criminal complaint has also been filed under Sections 499, 500 and 501 of the IPC in the 17th Court, Mazgaon which is
pending for hearing.
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34. Mittal Developers v. Mr. Sam Dastoor, Mr. Ram Parmar, Criminal Case No. 448/2005 (Metropolitan Magistrate).
This is a criminal complaint in connection with the alleged defamation caused by the publication of an article dated June
4, 2005 in the Mumbai Mirror captioned PM Sir, sending out an SOS, Vasai residents write to PM urging action against
errant builders is alleged defamatory & scandalous as against the Complainants. The matter is posted for say on the
application for Exemption till further Orders filed on behalf of Mr. Dastoor and for appearance of Mr. Parmar. The matter is
listed for hearing on February 22, 2006.
35. DSK Motors Limited v. ET, CC No. 10585/2003(Judicial Magistrate First Class, Pune).
This is a criminal complaint in connection with the alleged defamation caused by the publication of an article dated March
27, 2003 in the Economic Times.
36. Shyam Sunder Agrawal v. Maharaja Hari Singh, BCCl and Others, Suit No. 1882/93.
This is a property dispute. BCCL is the owner of Flat No. 9 in Kamal Mahal Co-op Housing Society. Title of the terrace
attached to the flat is in dispute. BCCL has filed the Written statement on 24th December, 1998. The matter is pending
before the Honble High Court, Bombay.
37. M/s SM Khivansara Enterprises v. Times Research Foundation, Special Civil Suit No. 1583/1996 (Civil Judge, Senior
Division, Pune).
This is a property dispute in connection with two flats in Pune owned by the plaintiffs. The plaintiffs have claimed that the
defendant took possession of these flats illegally. The plaintiff has sought compensation of Rs.1,080,000 with mesne
profits and costs.
38. Khaitan Hostumbe Spirits Limited v. BCCL,
This is an appeal from Company Petition No. 17/2001 filed by BCCL against Khaitan Hostumbe Spirits Limited for windingup such company.
39. S.R. Dixit v. Rupee Co-operative Bank Limited, Times of India, Special Civil Suit No. 284/2002.
This is a suit for defamation in connection with an article dated June 9, 2002 and certain other articles that were published
in the Times of India. The plaintiff has sought Rs.5,500,000 as compensation with interest at the rate of 18% per annum.
The matter is listed for hearing on January 25, 2006.
40. Cricket Club of India v. K.Rustam & Co., Suit No. 485/999 of 1996 (Small Causes Court).
This is a matter between the Cricket Club of India (CCI) and another party. However, CCI has requested that witness
summons be issued to the editor and/or publisher of the Times of India to produce the order forms pursuant to which a
company placed an advertisement in the Bombay edition of Times of India dated July 3, 1995.
41. Mr. Satish Chaturvedi v. Kalpana Phulbandhe and Others, Special Civil Suit No. 148 / 2002 (5th Joint Civil Judge,
Nagpur).
This suit has been filed for relief of declaration, perpetual and mandatory injunction in connection with an allegedly
malicious campaign against the plaintiff by political opponents immediately prior to the elections to the Nagpur Municipal
Corporation. BCCL has filed written statements on behalf of Maharashtra Times, the Times of India and the Nav Bharat
Times dated February 22, 2002. The matter is pending for hearing before the Joint Civil Judge, Nagpur.
42. The Financial Times Ltd. (UK) v. BCCL, Suit No. 2056/2001 (Delhi High Court).
The Financial Times Limited (U.K.) carries on business, inter alia, as the publishers of newspapers, magazines and periodicals,
including the Financial Times, which is published in 18 cities all over the world. The Financial Times is also sold in India
through various dealerships. FT is a registered trade mark of the plaintiffs bearing Registration No. 468932 in Class 16 of
the Fourth Schedule to the Trade & Merchandise Marks Rules, 1958. The plaintiffs have alleged that BCCL and Times
Publishing House Limited have also been using the said mark FT in a manner which constitutes an infringement of the
plaintiffs right in the trade mark FT under Section 29 of the Trade and Merchandise Marks Rules, 1958. This present suit
has been filed for a decree of permanent injunction restraining BCCL from using in relation to any newspaper and/or any
business connected or associated with the newspaper, publication, magazine or stationery the impugned trade mark
Financial Times or any other mark identical with and/or deceptively similar and/or circulating a newspaper having the
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title Financial Times or any other mark deceptively similar. The plaintiffs have claimed for an amount of Rs. 2,000,000 as
damages for the use of the impugned mark FT by BCCL, Times Publishing House Limited and Dainik Jagran. The matter
is listed for hearing on February 10, 2006.
43. The Financial Times Ltd. (UK) v. BCCL; Times Publishing House Limited and Dainik Jagran, Suit No. 2055/2001 (Delhi
High Court).
The Financial Times Limited (U.K.) carries on business, inter alia, as the publishers of newspapers, magazines and periodicals,
including the Financial Times, which is published in 18 cities all over the world. The Financial Times is also sold in India
through various dealerships. FT is a registered trade mark of the plaintiffs bearing Registration No. 468932 in Class 16 of
the Fourth Schedule to the Trade & Merchandise Marks Rules, 1958. The plaintiffs have alleged that Dainik Jagran has
allegedly infringed the Plaintiffs right in the mark FT in its publications and that BCCL and Times Publishing House
Limited have also been using the said mark FT in a manner which constitutes an infringement of the plaintiffs right in the
trade mark FT under Section 29 of the Trade and Merchandise Marks Rules, 1958. This present suit has been filed for a
decree of perpetual injunction restraining infringement of the plaintiffs registered trade mark FT in No. 468932 and a
decree of permanent injunction restraining BCCL from using in relation to any newspaper and/or any business connected
or associated with the newspaper, publication, magazine or stationery the impugned trade mark Financial Times or any
other mark identical with and/or deceptively identical with and/or similar and/or circulating a newspaper having the title
Financial Times or any other mark deceptively similar and/or the letters F and T in single and/or in any other styles so as
to pass-off such newspaper, magazine or stationery as and for the plaintiffs newspaper, magazine or stationery bearing
the trade mark FT. The plaintiffs have claimed for an amount of Rs. 2,000,000 as damages for the use of the impugned
mark FT by BCCL, Times Publishing House Limited and Dainik Jagran. The matter is now listed for further proceedings
on February 10, 2006.
44. Director General of Investigation and Registration v. BCCL, UTPE 34/98 (MRTP, Delhi).
A complaint has been filed under Section 36D (1) of the Monopolies and Restrictive Trade Practices Act, 1969 in connection
with an unfair trade practice with regard to the institution of a contest in the city of Bangalore called the Know Your Times
Contest. The rules of this contest required any willing participant to answer three questions, write a slogan and send it
along with an original contest coupon attached to the Times of India issue for that date. The Printers (Mysore) Limited were
the publishers of two newspapers and therefore alleged that the organisation of a contest of this nature hampers the sales
of their newspapers as people who dont read the Times of India would still purchase the same in order to participate in the
contest to win prizes which are of a far greater value as compared to the value of the newspapers, thus falling under the
purview of Section 36D (1) of the MRTP Act, 1969. The Printers (Mysore) Limited filed an application with the Director
General of Investigation and Registration, New Delhi for his intervention in the matter. The Director General of Investigation
and Registration conducted an inquiry based on which this suit has been filed against BCCL. The matter was listed January
3, 2006 and for cross examination of the respondent witness on July 6, 2006.
45. Navshakti Industries (Private) Limited v. BCCL, Suit No. 2886/1998 (High Court, Delhi).
A suit was filed for recovery of Rs. 709,804 for the alleged breach of the contract and non-delivery of goods already paid
for by the complainant as per the terms of the said contract. The contract entered into between the complainant and BCCL
was for sale of damaged news print bales by BCCL for which the complainant was the highest Bidder. The complainant
was only able to take delivery of half of the goods on the designated date for delivery as opposed to what was agreed as
per the terms of the contract entered into with BCCL. The complainant alleged that in spite of various reminders, they
were unsuccessful in taking delivery of the remaining goods and this caused serious inconvenience and losses to the
complainant as they had already entered into further contracts for sale of these goods to be purchased from BCCL. The
matter is listed for hearing on February 2, 2006.
46. Mr. K.L. Bhatia v. BCCL and Others, Suit No. 1613/1998 (High Court, Delhi).
A suit was filed with regard to two articles published in the Delhi Times supplement of The Times of India issues dated
February 21, 1997 and April 11, 1997, allegedly written to discredit the complainant with respect to certain disputed
property located in Delhi which is in the possession of the complainant. The matter was to be listed for hearing on March
3, 2006.

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47. Mr. Ashok Kumar Jain v. BCCL and Others, Suit No. 408/1998 (High Court, Delhi).
A suit was filed with regard to an article published in the issue of the Times of India dated February 21, 1997. The
impugned article was printed in the newspaper one day prior to the elections for the Municipal Corporation of Delhi in
which the complainant stated that he was a strong contender. This suit has been filed against the publishers and the editor
of the Times of India for printing the alleged defamatory and derogatory statement against the complainant. The Complainant
has claimed damages amounting to Rs. 10,000,000. The matter was listed for hearing on February 28, 2006.
48. Mr. Prem Chandra Jain and Others v. BCCL and Others, 110/2003 (Additional Divisional Judge, Tis Hazari, Delhi).
A suit for recovery was filed with respect to two allegedly defamatory articles printed in the issue of the Sandhya Times
dated June 25, 1994 and the issue of the Nav Bharat Times dated June 29, 1994 respectively. The complainants have
claimed damages amounting to Rs. 500,000 for publishing these defamatory articles. The matter was listed for hearing on
January 28, 2006.
49. Mr. Kishori Lal v. BCCL and Another, Suit No. 89/2002 (District Judge, Delhi).
A suit for recovery was filed with respect to an allegedly defamatory article published in the issue of the Nav Bharat Times
dated September 3, 2002. The complainant has also filed a criminal complaint against BCCL under Section 500 of the IPC
and the same is pending adjudication. The complainant has claimed damages amounting to Rs. 200,000 with interest at
the rate of 18% per annum for publishing this article. Written statements on behalf of BCCL have been filed along with
investigation report of the Central Bureau of Investigation initiated by the Office of the Additional Director of DGHS
(Directorate General and Health Services). The matter was to be listed for hearing on March 22, 2006.
50. Midday Multimedia Limited v. BCCL and Another, UTPE 48/2005 (MRTP Commission).
A complaint has been filed under Section 36 of the Monopolies and Restrictive Trade Practices Commission Act, 1991 for
unfair trade practice with respect to articles and reports published in the Times of India and Nav Bharat Times on various
dates about the circulation and sales of the Mid Day. The Mid Day has filed this matter against BCCL for the institution of
an inquiry against BCCL for committing an unfair trade practice under Section 36 B of the MRTP Act, 1991 and to order
BCCL to cease and desist from further publishing any false news report or advertisement pertaining to the sales and
circulation of the Mid Day (the English newspaper published by the Complainant in the city of Mumbai). On the earlier date
the case was disposed of, but recently Mid-day has filed an application for rectification / clarification of the order. The
commission has not sent any notice to BCCL. The matter is to come up for hearing on February 1, 2006.
51. Aditya College v. Navbharat Times Suit No. 407/2004, (Additional District Judge, Tis Hazari, New Delhi).
A suit was filed with respect to the publication of an allegedly news item in the Nav Bharat Times issue dated August 27,
2003, in connection with the complainants college. The complainant has claimed damages amounting to Rs.500,000 with
interest at the rate of 24% per annum and costs of the suit. BCCL filed revision against the order of the Additional District
Judge, the Honble High Court has stayed the proceedings before the District Court. The matter was to be listed for
hearing on February 2, 2006.
52. Katari Engineers & Consultants Private Limited v. BCCL, Suit No 1076/2000 (Tis Hazari Court).
A suit for damages was filed by the contractor in connection with the cancellation of a civil engineering works contract by
BCCL. The contract value was about Rs. 5,000,000. The contractor is claiming damages for loss of profit. BCCL has also
filed a counter claim on the contractor (within the same suit) for the extra cost that it had to incur in awarding the contract
to another party after cancelling the contract. BCCL has also filed the counter claim in connection with defective material.
The contractor has made a claim for Rs.1,544,914.07 with 18% interest. BCCL has made a counter claim of Rs. 648,271
with 18% interest. The matter was to be listed for hearing on February 22, 2006.
53. Allen Laboratories Limited v. Jain Medicines Private Limited; The Sandhya Times and Another, Compensation Application
No. 145/1996.
A compensation application was filed under Section 12-B read with Section 36 of the Monopolies and Restrictive Trade
Practices Act, 1991 against Jain Medicines Private Limited. The defendants had published an advertisement in the
Sandhya Times issue dated September 15 and 16, 1995 warning the general public against the applicant. The applicant
has sought compensation of Rs. 5,000,000 and interest at the rate of 18% per annum. The matter is listed for hearing on
April 19, 2006.
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54. FIITJEE Limited v. Dr. P. Narayana; The Times of India and Another, Civil Suit No. 682/2002 (High Court, Delhi).
A suit has been filed with respect to an allegedly defamatory news report published in the Times of India editions
circulated in Delhi, Lucknow and Patna. The petitioners have claimed damages amounting to Rs. 116,000,000 for the
alleged defamation. An injunction has been granted against the defendants restraining them from publishing a list of
certain successful candidates as their students. The matter was to be listed for hearing on April 4, 2006.
55. Mr. P.K. Aggarwal v. BCCL, Suit No. 1093/2001 (District Court, Ghaziabad).
The petitioners have filed this suit for the alleged breach of a contract for allotment of the desired advertising space
already agreed upon in BCCL publications for a period of six months. The petitioners have claimed Rs. 136,218 with
damages. The matter was to be listed for hearing on March 23, 2006.
56. Ms. Reena v. Ashok Jain and Others, C.C. No. 77/2002 (Metropolitan Magistrate, Patiala House).
A defamation suit was filed under Sections 499, 500, 501, 502, 504, 206, 292, 292-A, 107 and 108 of the IPC with respect
to an article published in the issue of the Times of India issue dated November 8, 1997. The complainant has claimed
compensation for the disrepute caused and also that there be a retraction and apology printed in the Times of India. The
matter has been listed for hearing on March 15, 2006.
57. Mr. Ashok Ghosh v. Urmi Goswami and Others, Suit No. 65/2004 (High Court, Delhi).
A suit was filed by the plaintiff for damages for alleged defamation by the defendants (BCCL, the publisher and the editor
of the Economic Times) in an article published in the Economic Times issue dated April 21, 2003 and for a permanent
injunction restraining BCCL from in any manner making, publishing, repeating or republishing the allegedly defamatory
statements set out in the article. The plaintiff has claimed damages amounting to Rs. 10,000,000 with 24% interest. The
matter was listed for hearing on March 2, 2006.
58. Ms. Suman Messey v. Shri Vishal; BCCL and Another, Suit No. 46/2005 (Patiala House, New Delhi).
Two suits have been filed against BCCL and its insurance company with respect to a car accident caused by a BCCL owned
vehicle on October 12, 2004. The compensation claimed for amounts to Rs. 500,000 with 24% interest per annum. The
matter was to be listed for hearing on April 5, 2006.
59. Mr. V.P. Yadav v. Ramesh Tiwari and Others, Suit No. 359/04/1994 (Additional District Judge, New Delhi ).
A suit was filed against the editor and publisher of the Nav Bharat Times and three others with respect to a news item
published in the issue of the Nav Bharat Times dated October 27, 1993. The complainant has claimed damages amounting
to Rs.405,000 as damages for the alleged defamation. The matter was heard on October 3, 2005. The High Court has
stayed the proceedings in the District Court. The matter was to be listed for hearing on December 15, 2005 is pending
listing for further proceedings. Hearing in High Court on April 4, 2006.
60. Thomas Mathew v. Mr. Arindam Sen Gupta and Others, Suit No. 469/2001 (Tis Hazari, New Delhi).
A suit was filed against BCCL and other newspapers with respect to an allegedly defamatory article published in the
Economic Times issue dated March 30, 2001. The complainant was a Director in the Ministry of Home Affairs and as a
result of the article an inquiry was instituted against him. The complainant has claimed damages for Rs. 10,000,000 for the
alleged defamation. BCCL has filed written statements. The matter is listed for hearing on January 31, 2006.
61. The Pioneer v. The Times of India and the Hindustan Times, RTPE No. 8/2004.
A complaint has been filed under Section 2(o) read with Section 33(1)(j) of the Monopolies and Restrictive Trade Practices
Act. A complaint was filed under Section 33(1)(j) on account of the actions of Times of India and the Hindustan Times who
were allegedly indulging in predatory pricing in respect of their newspapers in the Delhi region. The complaint alleged that
the English papers published by the respondents were being sold at a price well below the cost price. In addition the
respondents were also offering combinations of their English and Hindi newspapers for a price of Rs.99 per month. The
complaint stated that the complainant and other reputed newspapers that currently have less than 5% of the market share
are in danger of being wiped out from the Delhi region. It was further alleged that the predatory pricing affects the right of
freedom of speech and expression under Article 19(1)(a) since the sole aim of the respondents is to remove all other
newspapers from the Delhi region, thereby depriving consumers of any choice. The petitioners have prayed for a cease
and desist order against the respondents and a direction to them to not indulge in predatory pricing in the Delhi region and
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to discontinue the said practices and to hold that the policy of introducing the jodi/combo scheme is void and a
restrictive trade practice. An interim application has also been filed seeking to injunct and restrict the respondents from
continuing with their jodi/combo scheme during the pendency of the complaint. The matter is listed for hearing on April
14, 2006.
62. Enforcement Directorate v. Alok Jain, Additional Chief Metropolitan Magistrate, Patiala House.
A complaint was filed under Section 56 for non-compliance with summons issued under Section 40 of the Foreign
Exchange Regulation Act, 1973. The Delhi High Court quashed the proceedings against Mr. Alok Jain by its order dated
July 9, 1999 in Criminal Miscellaneous Main No. 1509/98 and held that non-compliance of summons issued under Section
40 of the Foreign Exchange Regulation Act, 1973 is not punishable under Section 56 of FERA. Subsequently an application
for discharge has been filed before the ACMMs court. The matter was to be listed for hearing on December 7, 2005 and
is listed for hearing on April 26, 2006.
63. Dadan Bhai v. Providend Fund Commissioner, EPF and Others, Insolvency Petition No. of 1999.
Certain cases have been filed by BCCL against Mr. Dadan Bhai under Section 138 of the Negotiable Instruments Act.
Pertech Computers Limited, a company promoted by Mr. Dadan Bhai has been served a notice under Section 138 of the
Negotiable Instruments Act with respect to Rs.6,393,270 owed to Times Guaranty Financials Limited. The petitioner has
filed an insolvency petition stating that he is unable to pay his debts or possess certain properties.
64. Jagat Singh v. Chief Editor, NBT, Metropolitan Magistrate, Tis Hazari Courts.
A complaint has been filed under Sections 500 and 341 of the IPC by the complainant who works with the Central Bureau
of Investigation as an assistant sub-inspector. An article was published on August 9, 1994 in the Nav Bharat Times stating
that a case had been registered against the complainant allegedly with the intention to defame the complainant. The
matter has been transferred to New Court.
65. M. R. Sharma & Others v. The Chairman/Secretary Ministry of Railway & Others (Tis Hazari, Court Delhi)
The above mentioned suit has been filed for a mandatory and permanent injunction against railway authorities as the
railway has given on rent a hoarding site on its boundary wall and BCCL is using that site for their hoarding. The hoarding
hides the entrance of the temple of which petitioner is president. The matter is listed for hearing on February 3, 2006.
66. Court on its on motion v. State (High Court, Delhi)
The court has issued notices to State of Delhi, Delhi Police and the Editor and a reporter of The Times of India with respect
to a news article on police high handedness. The arguments are complete and judgement has been reserved.
67. Court on its on motion v. State (High Court, Delhi).
The court has issued notices to State of Delhi, Delhi Police and the Editor and a reporter of The Times of India with respect
to a news article stating that improper benefits are provided to Mr. Papu Yadav (Rajeev Ranjan), a member of Parliament in
Tihar Jail. The court has directed the parties to file affidavits with supporting material and the matter is listed on February
20, 2006 for further proceedings.
68. Kunwar Narendra v. BCCL, 343/99 (Judicial MagistrateI Gorakhpur)
Defamation case filed by Mr. Kunwar Narendra under Sec.500 IPC against Mr. Uttan Sengupta, with respect to news item
published in the Times of India. BCCL has filed application no. 843/2000 in the Allahabad High Court under section 482
CrPC for quashing cognizance order passed by the Judicial Magistrate-I, Gorakhpur under section 500 IPC. The High Court
has stayed the proceedings of JM-I, Gorakhpur.
69. M/s Chandra Agro v. BCCL, 47/2001 (Additional Division Judge 13 Lucknow)
This suit has been filed by with respect to certain property situated at C-Mull Building, where BCCLs RMD Department is
situated, to vacate the premises under Section-106 of Transfer of Properties Act.
70. Mr. Vijay Verma v. BCCL, 106/2003 (Labour Court, Lucknow)
The matter of dismissal of Mr. Vijay Verma has been referred to Labour Court, Lucknow by the Delhi Labour Court. BCCL
has filed a civil suit no. 131/2004 against Mr. Vijay Verma in the Civil Court Lucknow for recovery of money filed in the
court of Civil Judge (S.D.), Lucknow against Mr. Vijay Verma, who was dismissed from the services. BCCL has also filed
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case no. 345/2004 in the High Court Lucknow wherein BCCL has contended that as Mr. Vijay Vermas duties were
supervisory in nature and hence he does not fall under the purview of the Industrial Disputes Act.
71. Satyendra Prakash Kaushik v. BCCL, 405/1996 (Additional Civil Judge-IV Lucknow)
A suit for recovery for damages on account of defamation due to the publication of news item.
72. C.V. Innes v. BCCL, 78/2002 (Allahabad High Court)
This is a suit filed in the Court of Civil Judge by the principal of Boys High School Allahabad for Defamation wherein, the
principal has made a claim for damages amounting to Rs. 2,000,000.
73. Y.C. Shukla v. BCCL, 1096/2002 (District Consumer Forum)
Suit filed for recovery of Rs. 8745/- with compensation and damages (EPS Scheme).
74. M.A. Siddiqui v. BCCL, 1095/2002 (District Consumer Forum)
Suit filed for recovery of Rs. 8745/- with compensation and damages (EPS Scheme).
75. Ashok K. Sahu v. BCCL, 51/2005 (Additional Labour Court Lucknow)
Suit filed against transfer order issued to Mr. Ashok Sahu, Officer (Accounts) to move to the Patna office of BCCL due to
BCCLs requirement.
76. Mr.Satishchandra Gurucharandas Malhotra v. SICOM Ltd., Prof. A.M. Khusro, Indian Express, Kiran Kasbekar, Editor
(Economic Times), BCCL, Civil Suit No.1496/95 (City Civil Court, Ahmedabad)
Civil suit of defamation for publishing an article in The Economic Times, Mumbai issue dated May 14, 1994 and Ahmedabad
issue dated May 16, 1994. The Petitioners have sought for damages amounting to Rs. 3,500,000.
77. Trailokya Budha Mahasangha Sahayaka Gana (Pune) & Others v. Mr.Bakul Vakil, Mr.Mohanlal M.Maitrak, Sandesh
Press and The Times of India, Civil Suit No.6020/99 (City Civil Court, Ahmedabad)
Civil suit of defamation for publishing an article in The Times of India, Ahmedabad edition issue dated October 1, 1999.
Damages sought by the Petitioner amounting to Rs. 50,000,000.
78. Pannalal Shivabhai Vanker v. The Times of India (Gujarati), Civil Suit No. 1473/89 & execution Application No. 433/02
(City Civil Court, Ahmedabad)
Civil suit of defamation for publishing an article in The Times of India (Gujarati), Ahmedabad edition issue dated March 17,
1989. City Civil Court has already passed an ex-parte decree and attachment warrant amounting to Rs. 923,000 against
BCCL. We have obtained Ad Interim Injunction against the execution of attachment warrant from civil court, on a technical
ground.
79. Hajpir Yatralu Seva Trustees; Juneja Haji Ishmail Haji Hussan; Juneja Haji Hussan Nurmamad; Juneja Khatijabai Haji
Hussan; Juneja Haji Nurmomad Haji Hussan; Juleja Amal Haji Hassan v. BCCL; Mr.Rajiv Shah, Reporter (TOIA),
Mr.Gunjan Bhalla, Press Cartoonist (TOIA), Special Civil Suit No. 117/2000 (City Civil Court (Sr.Div.), Bhuj- Kutch)
Civil suit of defamation for publishing an article and cartoon in The Times of India, Ahmedabad edition issue dated June 6,
2000 by Hajpir Yatralu Seva Trust, Mandvi - Kutch. The Petitioners have made a claim for damages amounting to Rs.
10,000,000.
80. Mr.Mukesh R.Shah FCA v. RE-ET Delhi, RE-ET Ahmedabad, Chairman B.C.C.L., Executive Director Economic Times,
Mumbai, BCCL Printer & Publishers Economic Times, Mumbai, RE-ET Kolkata, RE-TOI Jamshedpur, RE-ET Chennai &
Others, Suit No. 915/2003 (City Civil Court, Ahmedabad)
Civil suit of defamation filed with respect to an article in The Economic Times, Delhi dated October 25, 2002. The
Petitioners have made a claim for damages amounting to Rs. 29,000,000.
81. Chandrakant S Joshi v. BCCL, Suit No. 1285/95 (City Civil Court, Ahmedabad)
Claim to pay 2% brokerage amounting to Rs. 135,000 by Mr. Joshi on a purchase transaction of the office premises at Sakar
Bldg. in Ahmedabad.

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82. Bharuch Enviro Infrastructure Limited v. BCCL; Mr. Shekhar Bhatia; Ms.Bachi Karkaria; Mr.Paul John (author of
article); and Mr. Balraj Arora, Special Civil Suit No. 122/2004 (Chief Civil Judge (S.D.) Bharuch)
Civil suit of defamation for publishing an article in The Times of India, Delhi issue dated July 22, 2003. The plaintiffs have
claimed damages amounting to Rs. 250,000,000 and an order of injunction restraining the defendants and/or it servants
and agents from making statements and/or publishing any articles which may have the effect of defaming in the plaintiff
and/or affecting the image of the plaintiff.
83. Vapi Waste & Effluent Management Company Limited v. BCCL; Mr. Shekhar Bhatia; Ms.Bachi Karkaria; Mr.Paul John
(author of article) and Mr. Balraj Arora, Special Civil Suit No. 88/2004 (Civil Judge (S.D.) Valsad).
Civil suit of defamation for publishing an article in the Times of India, Delhi issue dated July 22, 2003. The plaintiffs have
claimed for damages amounting to Rs. 100,000,000 and an order of injunction restraining the defendants and/or it
servants and agents from making statements and/or publishing any articles which may have the effect of defaming in the
plaintiff and/or affecting the image of the plaintiff.
84. Hajjpir Yatralu Seva Trust v. BCCL; Mr. Rajiv Shah, Reporter (TOIA); Ms. Gunjan Bhalla; Press Cartoonist (TOIA),
Criminal Complaint No.680/2000 (Judicial Magistrates Court, Mandvi Kutch)
Criminal complaint has been filed by Hajpir Yatralu Seva Trust, Mandvi - Kutch under section 499 & 500 of the IPC for
defamation for an article published in The Times of India, Ahmedabad issue dated September 6, 2000. The complainant
has filed for withdrawal.
85. Vapi Waste & Effluent Management Company Limited v. BCCL; Mr. Shekhar Bhatia; Ms.Bachi Karkaria; Mr.Paul John
(author of article); and Mr.Balraj Arora, Criminal Complaint No. 3496/2004 (JMFC, Pardi)
Criminal complaint has been filed under section 500, 501 & 502 read with section 34 of the IPC for an article published in
The Times of India, Delhi edition issue dated July 22, 2003. BCCL have filed a quashing petition in the Honble High Court,
Gujarat.
86. Mr.Mahendra Ranchodbhai Patel of Hema Chemicals Limited. v. Mr. R. H. Dhanani; BCCL; Mr. Kingshuk Nag, Editor,
TOIA; Mr. Dileep Padgaonkar, Executive Mg. Director, TOI, (Chief Judicial Magistrates Court, Vadodara)
Criminal complaint has been filed by M/s. Hema Chemicals under IPC Sections 500 and 114 for an article published in The
Times of India issue dated August 23, 2001.
87. Government Labour Officer v. Mr. Ranjan Garg & Mr. R H Dhanani, (First class Judicial Magistrates Court, Ahmedabad
(Rural)
Government Labour Officer has filed two criminal complaints under Contract Labour Act subsequent to building collapse
at Ahmedabad. BCCL has filed a quashing petition in the Honble High Court, Gujarat.
88. President, Karnataka Union of Working Journalists, representing workmen / working journalists v. The Management
of The Times of India, Case No. 78/93 (II Additional Labour Court)
Mr. H R Chandrashekhar Rao was employed with effect from October 1, 1985 and retired on April 23, 1993. He retired as
Chief Sub Editor on completing 58 years of age. He has raised a dispute against BCCL alleging that he was made to retire
two years earlier as compared to the other employees of BCCL working in the Bombay offices and has claimed for back
wages as per the wage scales for Class 1B employees. The matter was to be listed for hearing on Decembe 23, 2005.
89. Mr. Omprakash v. HS Balram Editor-Times of India Bangalore; M/s BCCL, Mumbai and Mr. Srinivasa Prasad,
Correspondent Times of India Bangalore, OS No. 4749/01 (8th Additional City Civil Judge Bangalore)
Defamation suit filed for an article written by Mr. Srinivasa Prasad and published in Times of India Bangalore on April 5,
2000. The matter was to be posted on December 21, 2005.
90. Registrar of High Court, Karnataka v. Mr. H S Balram, Editor Times of India Bangalore; Mr. Ramesh K.R., Publisher
Times of India Bangalore; Mr. Alan Carvalho, Printer Times of India Bangalore; and Mr. M B Maramkal, Reporter,
CCC No.80/02 (High Court Karnataka)
Time of India Bangalore and 13 other newspapers and magazines had carried reports on various dates between November
5, 2002 and December 4, 2002 on involvement of Judges of the High Court of Karnataka in a Sex scandal. Contempt of
Court Case (Suo motu action) moved by Registrar General of the Honble High Court, Karnataka.
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91. Registrar of High Court, Karnataka v. Mr. H S Balram, Editor Times of India Bangalore; Mr. Ramesh K.R., Publisher
Times of India Bangalore; Mr. Alan Carvalho, Printer Times of India Bangalore; and Mr. M B Maramkal, Reporter,
CCC No. 81/02 (High Court Karnataka)
Times of India - Bangalore carried a story - IB confirms Mysore Sex Scandal-High Court Chief Justice recommends
transfer of three Judges in its issue dated November 30, 2002. Contempt of Court Case (Suo motu action) moved by
Registrar General of The High Court of Karnataka.
92. All Saints Education Society, Bellary v. Dilip Padgaonkar, Executive Managing Editor-Times of India; Mr. K R Ramesh,
Publisher Times of India - Bangalore; Mr. Alan Carvalho, Printer Times of India Bangalore; and Mr. G Satyanarayana,
Correspondent Times of India Bangalore, OS 30/2002 (Court of Principal Civil Judge (Senior Division Bellary)).
Times of India - Bangalore carried a report on April 07, 2001 Is Bellarys Blue Star Angel School taking Devils path?
quoting St. Vadiraj Education Society (which also runs a school) had said the Plaintiffs school was not recognized by the
Education department nor had obtained No objection certificate from the Education department. However, later it was
found that the Blue Star Angel School is Recognized by the Education Dept. as the allegation by St. Vadiraj Education
Society is not true. A Clarification to this effect was published in Times of India - Bangalore issue dated June 28, 2001.
However, the Blue Star Angel School was not satisfied and has moved the Court and claimed for damages amounting to
Rs. 63,000.
93. Sriramareddy v. Mr. H S. Balram, Editor Times of India Bangalore; Mr. K R Ramesh, Publisher Times of India
Bangalore; and Mr. Allan Carvalho, Printer Times of India Bangalore, PC No.34/2003 and CC No.240/2003 (Judicial
Magistrate First Class Bagepalli Court)
Defamation with respect to an article published in Times of India Bangalore issue dated June 27, 2003. A non-bailable
warrant has been issued against the Editor, Publisher and Printer of Times of India, Bangalore. BCCL has filed an appeal for
discharge of the said matter and was posted for hearing on December 17, 2005.
94. Mr. Gopi Naidu v. Mr. H S Balram, Mr. K.R. Ramesh, BCCL and Mr. Srinidhi, Traffic Sub- Inspector, Vijayanagar Police
Station, CC No.6830/02 (3rd ACMM Magistrate)
Complainant has filed a suit against the Defendants from carrying an article in the Times of India, Bangalore on November
6, 2002. SI complaints against rowdy. The damages sought by the Plaintiff amounts to Rs. 100,000. The matter is listed
for hearing on February 21, 2006.
95. M/s. Lahiri Recording Company v. Smt Indu Jain/Sri Samir Jain/ Sri Vineet Jain / Sri Sanjeev Rao, CC No 1861/03 (6th
ACMM Magistrate)
The Complainant alleges that Times Music has pirated a song in which the Complainant holds original Copyright. Writ
Petition 2438/2003 filed by Vice Chairman, Managing Director, Manager of Planet M Bangalore against State of Karnataka
& Lahiri Recording Company is filed before the High Court of Karnataka at Bangalore in the said Criminal Complaint. The
said Writ came up for hearing on 18/7/03 wherein it was ordered that pending admission of the said Petition, all further
proceedings in the Criminal Complaint be stayed. The Writ Petition is heard and pending for Orders.
96. Mr. Justice M S Veerabhadraiah v. TOI and 8 other newspapers, (High Court, Chennai).
TOI and 8 other newspapers had carried reports relating to the involvement of the complainant in the Mysore Sex
Scandal. The complainant has filed a petition in the Supreme Court seeking modification of the order transferring the case
from Bangalore Court to a Court in Chennai. The complainant has also claimed damages amounting to Rs. 1,000,000.
97. Manava Ramakrishna (Bottuswami) v. BCCL, CC NO 657/2002 (Ist Additional Judicial First Class Magistrate-Warangal)
Criminal case filed against the editor and the Times of India for publishing an article in their newspaper. One of the accused
has taken a stay at Andhra Pradesh High Court and the stay has not been vacated.
98. Manava Ramakrishna (Bottuswami) v. BCCL, OS No. 325/2003 (Principal Senior Civil Judge At Warangal)
Defamation case filed against the publisher and Mr. Anil Kumar for the article published in the Times of India-Hyderabad
edition issue dated September 24, 2002. Amount claimed by the petitioners as damages is Rs. 1,000,000. The matter is
listed for hearing on January 23, 2006

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99. Mr. P. V. Ramana Rao v. BCCL, MP 30 OF 2003 (In The Court Of Presiding Officer, Labour Court, Guntur)
This case was filed on August 18, 2003 against General Manager and President of BCCL by claiming himself as workmen
under wage board and demanding the dues payable. The case has come up for argument. It has been posted for next
hearing on 27th September 2005. The estimated liability would be Rs.58,000. The matter is posted for hearing on
February 2, 2006.
100. Mr. Sashanko Dey, O.C., Posta v. BCCL CMM Case No.C/974 of 2004 (Bankshall Court)
The officer-in-charge, Posta has filed a petition of complaint against the publisher and the editor of the Times of India,
Kolkata edition in connection with an article published in the Times of India, which is defamatory in nature before the
CMMs court, Kolkata. Summons have also been issued to the editor as well as the publisher of the Times of India, Kolkata
edition. The company has filed an application under Section 205 for exemption of personal appearance before the court
on behalf of the publisher and editor. The matter was to be listed for hearing on December 27, 2005.
101. Ms. Krishna Roy, Ms. Panchali Roy v. BCCL and others Case No. 7 of 2004 (Alipore Court)
Ms. Krishna Ray has filed the case before 5th. SDJM Alipore Court for defamation under section 500 of the Indian Penal
Code, in connection with an article published in the Times of India, Kolkata edition and Calcutta Times. The article is related
to to Khadim - Partha Roy Burman Case. The case was dismissed on September 24, 2001. Then Ms. Ray filed a criminal
motion 553 of 2001 before the District Session Judge, Alipore Court and BCCL won the case in the Alipore Court on
August 12, 2003. Subsequently, Ms. Ray filed an application before the High Court against the order of the Sessions Court,
Alipore. The case is still pending. A money suit has also been filed before the Alipore Civil Court. We have taken
appropriate steps and filed the written objection on December 15, 2004. The matter was to be listed for hearing on
November 30, 2005.
102. Rajendra Bagaria v. BCCL, C/5322 /03 (Bankshall Court, 10th Metropolitan Magistrate Court)
A defamation suit has been filed by Mr. Rajendra Bagaria, Partner of M/S Regal Cinema at Bankshall Court for alleged of an
article published in The Times of India in its Calcutta Times on issue dated. May 20, 2003. BCCL has filed petition and the
matter was listed for hearing on October 24, 2005.
103. Sanjesh Jain Vs. Kishan P Pabharekar and Dayal B. Patel, Summary Suit No. 1556 of 2003 (City Civil Court at Mumbai)
The defendants are former employees of BCCL. A garnishee notice was issued against BCCL to deduct a certain amount
from the defendants salaries and to deposit the same with the court. As on the date of the garnishee notice, the
defendants were not in the employment of BCCL. The claim amount in this case is Rs. 32,238.17 along with interest @ 6%
per annum on the amount of Rs. 25,000/- from 9th march, 2003 till payment and / or realisation. The next date of hearing
in the matter is February 14, 2006.
104. BPT Vs. BCCL Suit No. 301/352/85 (Small Causes Court , Mumbai )
A Suit has been filed by BPT with respect to plot no. 1226 situated at Masjid Road, South Mumbai. BCCL had entered into
a lease agreement with BPT for this plot which expired on Dec 1, 1980. BPT has filed an Eviction suit No. 301/352/85. As
per the Order of the Small Causes court, BCCL is depositing contractual rent in the Court since October 1982. On 27th
March, 2002, the Suit was decreed in favour of BPT only in terms of vacant possession. For the other prayers (mesne
profits), the Honble Court directed that a separate inquiry should be conducted. BCCL subsequently filed an appeal
against this decree, which was dismissed pursuant to an order dated March 11, 2005. Pursuant to this, BCCL filed Writ
Petition No. 4669 of 2005, which is admitted by the Honble High Court. As on date BCCL is in possession of the disputed
plot and is paying rent as per the Order of Small Causes Court. However, a provision has been made in the books of
accounts for payment of difference in rent and interest. The total liability on BCCL shall aggregate to Rs. 21,978.28 plus
interest on Rs. 18,115.30 at the rate of 15% per annum, mesne profits at the rate of Rs. 21,326 per month from the date
of filing the suit and the recovery of vacant possession of the disputed plot.
105. Bharat Pipes & Fittings Ltd., PVD Plast Moulds Ind., Kunststoffe Ind. Ltd. Vs. BCCL, Dilip Padgaonkar, V. S. Fernando,
Suit no. 2188/92 (High Court, Mumbai)
The Plaintiff has filed this defamation suit in relation to an Article published in The Times of India issue dated 26th March
1992 about the public issue of shares by Kundstoffe Industries Ltd was defamatory. BCCL and other defendants have
submitted Written Statement in November 1998.The matter is pending before the High Court, Mumbai.

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106. Suresh Jain Vs Govind Talwalkar, Dr. Ram S. Tarneja, Ashok Holding Ltd., Bharat Nidhi Ltd., Nandita Jain, P.N.B. Finance
& Industries Ltd., Sahu Jain Ltd., Sahu Properties Ltd., Shri Samir Jain, Smt. Mira Jain, Camac Commerce Company
Ltd. Arth Udyog Ltd., Punjab Properties Ltd., T.N. Investment, S. J. Estate Ltd., Ashok Viniyog Ltd. Suit no. 107/89 (Joint
Civil Judge, Jalgaon)
The Plaintiff has filed this defamation suit in relation to an Article published in Maharashtra Times, issue dated 20.01.89
regarding IT raids at Mr. Suresh Jains premises. BCCL has submitted the Written Statement The matter is pending before
the High Court, Mumbai.
107. Champalal Pratapchand Chouhan Vs. Mr. Tanaji S. Pawar and Smt. Asha Tanaji Pawar, BCCL is Respondent. Summary
Suit no. 876/876 of 2005 (Small Causes Court), Mumbai.
The Defendant No. 1 was a former employee of BCCL. The Plaintiff has filed the suit for the recovery of Rs. 10,000/- from
the Defendants. The Plaintiff has prayed that the Respondents should be restrained from making payment of Rs. 10,000/
- to the Defendant No.1. The matter is pending before the Small Causes Court, Mumbai.
108. Agnaldo Earnesto Pinto v. BCCL and others (Metropolitan Magistrate, New Delhi) Cr. Compliant no. 2988/1
A defamation suit has filed by Mr. Agnaldo Earnesto Pinto against BCCL through Mr. Balraj Arora, publisher, Ms. Bachi
Karkaria, editor and Mr. Shekhar Bhatia, executive director of the Times of India for defamation in connection with a news
article published in the Times of India on October 1, 2003. The next date of hearing in this matter is February 4, 2006.
109. The High Court of Delhi on its motion against the State of Delhi, the Delhi Police and BCCL (High Court, New
Delhi)
The Delhi High Court has issued notices to State of Delhi, the Delhi Police, and the Editor and a reporter of the Times of
India on the basis of a news article stating the high handedness of the Delhi Police against certain youth who called for
police help. The arguments in this case are complete and the judgment has been kept reserved by the High Court.
110. The High Court of Delhi on its motion against the State of Delhi, the Delhi Police and BCCL (High Court, New
Delhi)
The Delhi High Court has issued notices to State of Delhi, the Delhi Police and the Editor and a reporter of the Times of India
on the basis of a news article stating improper benefits to Mr. Ranjan Yadav alias Pappu Yadav, a Member of Parliament in
Tihar Jail. The Honble High Court has directed the respondents to file affidavits with supporting material and the matter
was to be listed on December 13, 2005 for further proceedings.
Labour Cases filed against BCCL
1.

Mumbai Mazdoor Sabha (MMS) v. BCCL, Industrial Court Comp. (ULP) No. 101/94
This complaint was filed against BCCL alleging unfair trade practices falling under the purview of Item 5 of Schedule II and
Item 9 of Schedule IV of the MRTU and PULP Act, 1971 to negotiate with the Mumbai Mazdoor Sabha in connection with
the various demands raised on them in their demand letter dated September 29, 1993. The matter is pending before the
Industrial Court. The matter was listed for hearing on September 28, 2005.

2.

Mumbai Mazdoor Sabha v. BCCL, (ULP) No. 692/1998 (Industrial Court, Mumbai).
This complaint was filed by Mumbai Mazdoor Sabha alleging that BCCL has been engaging in unfair labour practices falling
under the purview of Item 9 of Schedule IV of the MRTU and PULP Act, 1971 and that employees were forced to sign up
for the voluntary retirement scheme by declaring them as surplus with the intention to retrench them subsequently. The
Mumbai Mazdoor Sabha had filed compliant No. 1271/ 1996 against these practices of BCCL, which was dismissed
without costs by the Industrial Court, Mumbai. The present matter is listed for hearing January 31, 2006.

3.

Mumbai Mazdoor Sabha v. BCCL & Others, (ULP) No. 537/98 (6th Labour Court, Mumbai).
The employment of Mr. R.K. Rajaram, a former employee of BCCL was terminated from service pursuant to a charge sheet
dated November 5, 1993 issued to him by BCCL. The Mumbai Mazdoor Sabha had filed this complaint challenging his
termination and seeking his reinstatement in service with full back wages amounting to Rs. 1,144,331 and continuity. The
matter is listed for hearing on February 28, 2006..

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4.

Mumbai Mazdoor Sabha (MMS) v. BCCL & Others, Complaint (ULP) No. 499/98 (Labour Court).
The employment of Mr. D.P. Desai, a former employee of BCCL was terminated from services as a security guard pursuant
to a charge sheet dated November 6, 1993 issued to him by BCCL. The Mumbai Mazdoor Sabha had filed this complaint
challenging his termination and seeking his reinstatement in service with full back wages amounting to Rs. 1,354,142 and
continuity. The matter is pending before the Labour Court. The matter is listed for hearing on February 8, 2006.

5.

Mumbai Mazdoor Sabha v. BCCL & Others, (ULP) No. 619/98 (9th Labour Court, Mumbai).
The employment of Mr. N.M. Kazi, a former employee of BCCL was terminated pursuant to two charge sheets dated
December 17, 1993 and September 29, 1994 respectively issued to him. Mumbai Mazdoor Sabha had filed this complaint
against BCCL challenging his termination and seeking his reinstatement in service with full back wages amounting to Rs.
1,836,310 and continuity. The matter is listed for hearing on February 15, 2006.

6.

Mumbai Mazdoor Sabha (MMS) v. BCCL, Reference No. 18/1999 (Industrial Tribunal, Mumbai).
The Mumbai Mazdoor Sabha submitted its charter of demands to BCCL and later on referred the dispute to the conciliatory
authority seeking its intervention. The Government referred the dispute for adjudication to the Industrial Tribunal as the
conciliation proceedings failed. BCCL raised the preliminary objection of maintainability of reference on the ground that
separate Wage Boards were constituted by the Government of India to look into the wage and service conditions of the
journalists and the non-journalist employees in the newspaper industry and that the Wage Boards after considering all the
issues had recommended to the Government revision in wages of the journalist and non-journalist employees. The
matter is listed for hearing on February 23, 2006.

7.

Mumbai Mazdoor Sabha v. BCCL & Others, (ULP) No. 148/1999 (6th Labour Court, Mumbai).
The employment of Mr. C.V. Kulkarni, a former employee of BCCL was terminated pursuant to two charge sheets dated
November 5, 1993 and September 29, 1994 respectively issued to him by BCCL. The Mumbai Mazdoor Sabha had filed
this complaint challenging his termination and seeking his reinstatement in service with full back wages amounting to Rs.
1,961,574 and continuity. The matter is listed for hearing on February 15, 2006.

8.

Mr. Gopi Chendwankar v. BCCL, Reference (IDA) No. 270/2000 (Labour Court, Mumbai).
Mr. Gopi Chendwankar was terminated from the services of BCCL after he was found guilty of misconduct based on the
charges leveled against him in two charge sheets issued to him by BCCL. Mr. Chendwankar raised a dispute before the
Commissioner of Labour seeking re-instatement in service with full back wages amounting to Rs. 660,296 and continuity.
The Government of Maharashtra referred the matter to the Labour Court, Mumbai for adjudication as the conciliation
proceeding failed. The matter is pending before the Labour Court, Mumbai. The matter was listed for hearing on January
27, 2006.

9.

Ms. Shashi Srivastava & Others v. BCCL & Others, Complaint (ULP) No. 17/2004 (Industrial Court, Mumbai).
This complaint was filed by Ms. Shashikiran R. Srivastava and others against BCCL challenging the Companys decision to
declare them as surplus. The complainants have sought relief that the court direct BCCL to provide them with regular work
and all necessary facilities and further, also restrain BCCL from committing discrimination between two sets of employees.
The complaint is listed for hearing on March 1, 2006.

10. Mumbai Mazdoor Sabha v. BCCL & Others, W.P. No. 3658/94 [High Court, Mumbai]
This writ petition was filed by the Mumbai Mazdoor Sabha challenging the order passed by the Industrial Court on August
11, 1994 in Complaint (ULP) No. 1332/93. BCCL had introduced an additional shift working in the photogravure department
and the Mumbai Mazdoor Sabha challenged this introduction of an additional and filed a complaint in the Industrial Court,
Mumbai. This complaint was filed by the Mumbai Mazdoor Sabha on the ground that any change or alterations in the shift
timings require the notice of change as per Section 9-A of Industrial Disputes Act. BCCL had contended that introduction
of revised shift working was in accordance with the Certified Standing orders of BCCL and as per the Factories Act. The
Industrial Court, Mumbai after hearing the matter on merits, dismissed the complaint of the Mumbai Mazdoor Sabha on
the ground that BCCL is not required to give any notice of change and it has the right to introduce the additional shift
working as per BCCLs Standing Orders and the Factories Act. Aggrieved by the order of the Industrial Court, Mumbai, the
Mumbai Mazdoor Sabha filed this writ petition in the High Court of Bombay. The High Court admitted the petition without
granting any relief to the Mumbai Mazdoor Sabha. In the event that the Court holds the strike legal the total liability on
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BCCL would amount to Rs. 233,633,064 approximately. The petition is pending before the Honble High Court for arguments
and disposal.
11. Mumbai Mazdoor Sabha v. BCCL & Others, W.P. No. 1461/95 [High Court, Mumbai]
This writ petition was filed by Mumbai Mazdoor Sabha challenging the order passed by the Industrial Court, Mumbai in
Complaint (ULP) No. 1260/93. The Mumbai Mazdoor Sabha had filed this complaint in the Industrial Court, Mumbai
alleging that BCCL is not filling up the vacancies caused due to retirement or death of employees in various departments
as per the agreement with the Mumbai Mazdoor Sabha. The Industrial Court, Mumbai after hearing the complaint on
merits, dismissed the complaint. Aggrieved by order of the Industrial Court, Mumbai, the Mumbai Mazdoor Sabha filed
this writ petition. The Honble High Court admitted the petition without granting any relief to the union. The petition is
pending before the Honble High Court for arguments and disposal.
12. Mumbai Mazdoor Sabha v. BCCL & Others, W.P. No. 1483/1995 (High Court, Mumbai).
This writ petition was filed by the Mumbai Mazdoor Sabha challenging the order passed by the Industrial Court, Mumbai
in Complaint (ULP) No. 1261/93 filed by the Mumbai Mazdoor Sabha. The Mumbai Mazdoor Sabha had filed this complaint
for promotions of certain journalists in the Maharashtra Times and appointment of Mr. Kumar Ketkar as the executive
editor of the Maharashtra Times. The Industrial Court in its interim order had directed the Company to promote certain
journalists. BCCL, aggrieved by this interim order of the Industrial Court, filed a writ petition before the High Court of
Bombay. The single Judge of the High Court disposed off the petition filed by BCCL and partly upheld the order of the
Industrial Court. BCCL, in compliance with the order of the High Court, issued promotion letters to three employees and
at the same time preferred an appeal before the division bench of the Honble Bombay High Court. The division bench set
aside the orders of the single Judge and the Industrial Court. BCCL withdrew the promotions given to the aforesaid
employees. In the meantime the proceedings in the Industrial Court continued and the Industrial Court after hearing both
the parties on merits dismissed the complaint filed by the Mumbai Mazdoor Sabha. Aggrieved by the order of the
Industrial Court the Mumbai Mazdoor Sabha filed this writ petition in the High Court of Bombay, which was admitted
without granting any relief to the Mumbai Mazdoor Sabha. The writ petition is pending before the High Court for disposal.
13. Mumbai Mazdoor Sabha v. BCCL, W. P. No. 2419/2001 (Bombay High Court ).
This writ petition was filed by the Mumbai Mazdoor Sabha challenging the order passed by the Labour Court on July 30,
2001 in Application No. 12 of 1994 (filed by BCCL) declaring the strike by the photogravure employees as illegal. BCCL
had introduced an additional shift in the photogravure department effective from December 17, 1993. The employees of
the Photogravure department did not report for duties as per the revised shift schedule and stayed away from work. BCCL
filed Application No. 12/1994 before the Labour Court for declaration of strike by the employees of the photogravure
department as illegal. The Labour Court, after hearing the application on merits, held that the strike was illegal. Just a few
days before the order of the Labour Court, the union withdrew the strike and all the employees of the photogravure
department who were on strike reported for duties as per the revised shift schedule by giving individual undertakings.
Aggrieved by the order of the Labour Court, the Mumbai Mazdoor Sabha filed this writ petition in the Bombay High Court.
The High Court admitted the writ petition and stayed the order of Labour Court until the petition is finally heard on merits
and also directed BCCL not to take any action against the photogravure employees who had remained on strike. The High
Court also restrained BCCL from issuing any memos or charge sheets to these employees. The amount claimed is Rs.
23,363,064. The petition is pending before the High Court.
14. Mumbai Mazdoor Sabha v. BCCL, Complaint (ULP) No. 1001/94 (Industrial Court, Mumbai).
This complaint was filed by Mumbai Mazdoor Sabha challenging BCCLs decision to pay only 75% subsistence allowance
to workmen beyond 180 days of suspension pending domestic enquiry. The Industrial Court by its interim order directed
BCCL to pay 100% subsistence allowance beyond 180 days of suspension. Aggrieved by this order BCCL filed Writ
Petition No. 3000/95 in the High Court. The single Judge of the High Court set aside the interim order of the Industrial
Court and directed BCCL to pay 75% as subsistence allowance even after 180 days of suspension. Aggrieved by the order
of the single Judge, the Mumbai Mazdoor Sabha filed Appeal No. 89/95 wherein the division bench modified the order of
the Industrial Court and the single Judge of the High Court and directed BCCL to pay 75% subsistence allowance directly
to the suspended employees and to deposit remaining the 25% in the Industrial Court. The division bench also allowed
the Mumbai Mazdoor Sabha to withdraw the deposited amount upon furnishing of a bank guarantee to the satisfaction of
the Industrial Court. The matter is listed for hearing on February 8, 2006.
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15. Mr. R.J. Mehta v. BCCL & Others, Suit No. 2259/95 (High Court, Mumbai).
This suit is filed with respect to certain allegedly defamatory statements made in a letter dated October 11, 1994 that was
allegedly put on the notice board of BCCLs office. The amount of compensation claimed in the defamation suit is
Rs.5,000,000. Mr. R. J. Mehta has since expired during the pendency of the suit. The matter is pending before the Honble
High Court, Bombay.
16. Mumbai Mazdoor Sabha (MMS) v. BCCL, (ULP) No. 1122/95 (Industrial Court).
This complaint was filed against BCCL for non-payment of bonus to certain suspended employees for the year 1994-1995.
The Industrial Court by its interim order directed BCCL to release payment of bonus amounting to Rs. 149,000 to these
employees. Aggrieved by this order, BCCL filed a writ petition in the Bombay High Court. The single Judge dismissed the
writ petition filed by BCCL and upheld the order of the Industrial Court. BCCL filed an appeal before the Division Bench of
the Bombay High Court. The Division Bench also dismissed the appeal filed by BCCL. Aggrieved by the order of the
Division Bench, BCCL filed a special leave petition before the Supreme Court of India. The Supreme Court directed BCCL
to deposit the amount in the Industrial Court and allowed the Union to withdraw the same by furnishing a bank guarantee
to the satisfaction of the Industrial Court. The complaint is pending before the Industrial Court as of today for decision on
merits of the case. The matter is listed for hearing on February 15, 2006.
17. Mumbai Mazdoor Sabha (MMS) v. BCCL & Others, W.P. No. 4659/95 (High Court, Mumbai).
This petition was filed by Mumbai Mazdoor Sabha challenging the order passed by the Industrial Court restraining the
Mumbai Mazdoor Sabha and its members from holding violent demonstrations within the radius of 200 feet from the main
gate of BCCL. The single bench of the Bombay High Court admitted the petition and as an interim arrangement directed
the Mumbai Mazdoor Sabha and its members not to hold demonstrations within 25 feet on either side in front of the main
gate of the Times of India building and 10 feet in alignment with the front wall of the Times of India building. The matter
is pending before the High Court.
18. Mumbai Mazdoor Sabha v. BCCL, LPA. No. 89/95 in WP. No. 3000/95 (High Court).
This appeal was filed by the Mumbai Mazdoor Sabha challenging the order passed by the Single Judge of the Bombay
High Court on July 6, 1995 whereby the interim order passed by Industrial Court directing BCCL to pay 100% subsistence
allowance beyond 180 days of suspension was set aside. The Single Judge had held that BCCL is required to pay only
75% as subsistence allowance beyond 180 days. The appeal was admitted and BCCL was directed to pay 75% of the
wages as subsistence allowance directly to the suspended employees and to deposit the remaining 25% in the Industrial
Court. The division bench also allowed the Mumbai Mazdoor Sabha to withdraw the deposited amount upon furnishing of
a bank guarantee to the satisfaction of the Industrial Court.
19. Mumbai Mazdoor Sabha & Others v. BCCL and Another, W.P. No. 5132/96 (Bombay High Court).
BCCL had filed Criminal Complaint No. 54/94 against the Mumbai Mazdoor Sabha, Mr. R.J. Mehta and others for noncompliance with the orders of the Industrial Court in respect of holding demonstrations. The Labour Court issued summons
to Mr. R.J. Mehta and others. Mr. R.J. Mehta filed a writ petition in the High Court and the High Court by its order exempted
Mr. R.J. Mehta from appearing before the Lower Court. The Mumbai Mazdoor Sabha filed this writ petition seeking a similar
exemption for the other accused persons in the complaint based on the earlier order of the High Court. The matter is
pending before the High Court.
20. Mumbai Mazdoor Sabha & Others v. BCCL and Another, W.P. No. 5138/96 (Bombay High Court).
BCCL had filed Criminal Complaint No. 57/94 against the Mumbai Mazdoor Sabha, Mr. R.J. Mehta and others for noncompliance with the orders of the Industrial Court in respect of holding demonstrations. The Labour Court issued summons
to Mr. R.J. Mehta and others. Mr. R.J. Mehta filed a writ petition in the High Court and the High Court by its order exempted
Mr. R.J. Mehta from appearing before the Lower Court. The Mumbai Mazdoor Sabha filed this writ petition seeking a similar
exemption for the other accused persons in the complaint based on the earlier order of the High Court. The matter is
pending before the High Court.
21. Mr. V.P. Rastogi v. BCCL, (IDA) No. 198/98 [5th Labour Court, Bandra, Mumbai]
Mr. V .P. Rastogi, a former employee of BCCL, had resigned from the process department on medical grounds, which was
duly accepted by BCCL. Mr. Rastogi had collected all his legitimate dues such as providend fund, gratuity etc. Subsequently
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in the year 1998, Mr. Rastogi raised a dispute before the Commissioner of Labour seeking reinstatement with BCCL with
full back wages and continuity. Mr. Rastogi alleged that BCCL has coerced him to resign from service and that he did so due
to his ill health. The matter was referred for conciliation which failed and therefore the matter was referred for adjudication
to the Labour Court. The matter is pending before the Labour Court. The matter islisted for hearing on February 20, 2006.
22. Mumbai Mazdoor Sabha v. BCCL and Others, (IT) No. 41/1998 [Industrial Court Reference]
BCCL introduced an additional shift working on a rotational basis in the photogravuere (camera, re-touching and layout
sections) department pursuant to a notice dated November 30, 1993 followed by a subsequent supplementary notice on
the same date, allegedly without giving the adequate notice of change as required under Section 9A of the Industrial
Dispute Act, 1947. The Mumbai Mazdoor Sabha had filed a complaint against the notice dated November 30, 1993, which
was heard on merits and dismissed pursuant to an order dated June 14, 1994. Subsequently, Mumbai Mazdoor Sabha
raised a dispute before the Commissioner of Labour and had sought his intervention in the matter. The conciliation
proceedings failed and the matter came to be referred to the Tribunal for adjudication by the Government subsequently
i.e. after the Orders of the Industrial Court. The reference is pending before the Industrial Court. The matter is listed for
hearing on February 24, 2006.
23. Mumbai Mazdoor Sabha (MMS) v. BCCL & Others, Complaint (ULP) No. 103/99 (Industrial Court, Mumbai).
A notice dated January 19, 1999 was displayed by the management on the notice boards of BCCL according to which
BCCL had decided that it will follow the system of 1st, 3rd and 5th Saturdays as full working days and 2nd and 4th Saturdays
as non-working days with effect from February 1, 1999. This was applicable to all executives whose normal working
hours were between 9.30 a.m. to 5.00 p.m. and not to those working in rotating shifts. The Mumbai Mazdoor Sabha had
filed this complaint against BCCL seeking directions from the court not to give effect to the notice as it was applicable only
to the executives and the managerial staff of BCCL. The matter is listed for hearing on March 31, 2006.
24. R .V. Upadhayay v. BCCL, Reference (IDA) No. 933/99 [Labour Court, Mumbai]
BCCL terminated the services of Mr. R. V. Upadhyay who was working as a driver in the transport department after finding
him guilty of misconduct. Mr. Upadhyay raised a dispute before the Commissioner of Labour seeking re-instatement in
service with full back wages and continuity. The Government of Maharashtra referred the case to the Labour Court,
Mumbai for adjudication as the conciliation proceedings failed. This reference is pending before the Labour Court, Mumbai.
While this reference was pending, Mr. Upadhyay expired on August 23, 2001 and his wife Savitri R. Upadhyay was
impleaded as a necessary party in the reference by the court. In the meantime Smt. Savitri R. Upadhyay and BCCL are
attempting to settle the matter. The matter is listed for hearing on January 31, 2006.
25. Mr. Hariharan Iyer v. BCCL, Complaint (ULP) No. 1227/2000 (Industrial Court, Mumbai).
This complaint was filed by one of BCCLs employees, Mr. S. Hariharan Iyer, who was transferred to BCCLs Kandivili
suburban press on June 26, 2000 and had not reported for duties from then onwards. This complaint is pending in the
Industrial Court at Mumbai where he has sought relief to be allowed to resume duty as a PTS operator - MOS and Bombay
Times in the systems department at the CST office. He has also claimed full back wages effective from June 26, 2000. The
matter is listed for hearing on February 16, 2006.
26. Mumbai Mazdoor Sabha v. BCCL & Others, Reference (IDA) No. 817/2000 (Labour Court, Mumbai).
BCCL suspended Mr. Anil Deshpande, Mr. Suhas Kulkarni, Mr. Atul Joshi and Mr. Sridhar Sonwalkar for two days each after
finding them guilty of misconduct committed by them as per the charges against them in the chargesheets issued to
them. The Mumbai Mazdoor Sabha raised a dispute before the Commissioner of Labour challenging their suspension and
seeking reimbursement of two days full wages and compensation of two days wages for every one days suspension.
The Government of Maharashtra referred the matter for adjudication to the Labour Court as the conciliation proceedings
failed. The matter is listed for hearing on March 3, 2006.
27. Mumbai Mazdoor Sabha v. BCCL, Industrial Court Comp. (ULP) No. 156/2001.
Two employees, Mr. A. A. Deshpande and Mr. P. S. Sundaran were suspended for 2 days each by BCCL after they were
found guilty of misconduct based on the charges against them in the chargesheets issued to them. The Mumbai Mazdoor
Sabha filed this complaint challenging the order of suspension which is pending in the Industrial Court. The matter is listed
for hearing on March 8, 2006.

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28. Mumbai Mazdoor Sabha v. BCCL and Others, ((ULP) No. 340/2003 (Industrial Court (Mumbai)).
BCCL transferred one Mr. S. B. Lad who was earlier working as a proof reader in the systems department to Kandivli
suburban press as a trainee offset machineman. The Mumbai Mazdoor Sabha challenged his transfer and filed this
complaint against BCCL alleging that the transfer was illegal as the same amounts to change in service conditions. The
matter is listed for hearing on February 10, 2006.
29. Mumbai Mazdoor Sabha v. BCCL and Others, (ULP) No. 329/2003 (Industrial Court (Mumbai)).
This complaint was filed by the Mumbai Mazdoor Sabha against BCCL alleging unfair labour practice in connection with
BCCLs notice dated May 2, 2002 displayed on the notice boards of BCCL pertaining to organizational discipline. The union
has sought that the court should restrain BCCL from giving effect to this notice and also quash and set aside the notice. The
matter is listed for hearing on February 15, 2006.
30. Mr. P.A. Bhagwat v. BCCL and Another, (ULP) No. 23/03 (Industrial Court (Mumbai)).
BCCL transferred Mr. P.A. Bhagwat who was working as the chief sub-editor with the Maharashtra Times to the Nagpur
office as the Principal Correspondent. Mr. Bhagwat filed this complaint challenging the order of transfer. The amount
claimed is Rs. 790,524. The matter is listed for hearing on February 15, 2006.
31. Mr. Shrikant Mishra v. BCCL and Another, Industrial Dispute No. 29/1997 (Labour Court VI, Delhi).
Mr. Srikant was engaged on Daily Basis for Loading and Unloading of Magazines and Newspaper Supplements for various
Railway Station payments to such staff are made through by BCCL. The Complainant was terminated from service in 1997
on charges of misbehavior with senior officials of BCCL. The Complainant has filed this present dispute for reinstatement
with back wages and employment in BCCL. The matter was to be listed on November 26, 2005.
32. Mr. Yadeshwar Kumar v. BCCL, 246/1987 (Labour Court IV New Delhi).
Mr. Yadeshwar Kumars employment was terminated with effect from August 28, 1988. Mr. Kumar had raised a dispute
before the Labour Court against his dismissal, which allowed his reinstatement with, back wages. BCCL had filed Writ
Petition No. 61/2000 (LPA) in the High Court against the Labour Courts orders. According to the order of the Labour Court,
BCCL had also deposited Rs. 100,000. The LPA was decided in favour of BCCL and remanded back to the Labour Court by
the Delhi High Court.
33. Mr. Gopal Singh Bisht v. BCCL and Another, Suit No. 492/1998 (Civil Judge, Tis Hazari, New Delhi).
The complainant was a sales agent of magazines and his services were terminated by BCCL on the grounds that payments
for the deliveries made by the complainant were not received in a timely manner. The complainant has filed this current
suit for reinstatement of services along with back wages by way of a permanent injunction. Written statements for BCCL
were filed and the matter is pending adjudication. The matter has been listed for presentation of evidence by the
complainant on February 6, 2006.
34. Mr. Sita Ram v. BCCL, Industrial Dispute No. 279/2004 (Karkardooma Courts, New Delhi).
The complainant is an ex-employee of BCCL as a bundler. His services were terminated by BCCL pursuant to a letter
dated April 20, 2004 after having completed 15 years of service. The complainant has filed this present suit for reinstatement
with full back wages and continuity of service along with damages for the unemployment period. The complainant alleged
in this present suit that he was not paid all his legal dues such as leave allowance, provident fund etc. Written statements
have been filed by BCCL and the matter is pending adjudication. The matter has been listed for presentation of evidence
by the complainant on December 5, 2005.
35. Ms. Sabina Inderjit v. BCCL, LPA No. 942/2004 (High Court, Delhi).
Ms. Sabina Inderjit was charge sheeted in connection with certain disciplinary matters on May 22, 2001 and a domestic
enquiry was constituted in the matter. She moved the Delhi High Court requesting that she should be allowed representation
through a lawyer but the request was dismissed. As a consequence of the disciplinary proceeding, she had already been
awarded the punishment and demoted to the position of a principal correspondent with effect from November 15, 2001.
The complainant had filed Writ Petition No. 5778/2001 in the High Court against this transfer, which was dismissed. She
has now filed the present LPA in the Delhi High Court against the order of the Civil Judge. The High Court has directed
both parties to mutually settle the matter and efforts towards the same are being made.
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36. Mr. Dharam Pal v. BCCL, Industrial Dispute No. 392/1997 (Karkardooma Court, New Delhi).
The complainants services with BCCL were terminated after a domestic enquiry was conducted with effect from November
30, 1995 for serious misconduct. The complainant had filed a statement of claim before the conciliation officer alleging
that his termination was illegal and solely due to the fact that he was an active member of the trade union and has
therefore demanded reinstatement with back wages. The matter was referred for conciliation, which failed and has now
been transferred to the Labour Court for adjudication. The matter was to be listed on November 19, 2005 for arguments
on whether the inquiry conducted by BCCL was mala fide or not.
37. Mr. Rudra Mani, Ex-Negative Retoucher v. BCCL, Industrial Dispute No. 16/2004 (Karkardooma Court, New Delhi).
The complainant, a former employee of BCCL has filed this present suit against the alleged illegal forced retirement of the
complainant at the age of 58 years as opposed to the age of 60 years. BCCL has claimed that the retirement was legitimate
as per BCCLs Model Standing Orders as the complainants appointment letter did not have a retirement clause and no age
of retirement had been specified therein. The complainant has sought reinstatement with back wages along with damages
for the period when he was unemployed.
38. Kamla Prasad Dubey v. BCCL, Industrial Dispute No. 242/1997 (Karkardooma Courts, New Delhi).
The complainant was a sales agent for BCCL for magazines etc. printed by BCCL. There were several complaints against
the complainant for non-payment of the amounts received for magazines sold. BCCL instituted an inquiry based on these
complaints and the complainant was found guilty of the charges of non-deposit of unsold copies of magazines and
periodicals worth Rs. 4,736.25 and this amount was deducted from the remuneration of the complainant. The inquiry
further states that this was a common practice followed by the complainant and there were no deposits of unsold
magazines and periodicals made by him with the newsprint stores and neither was there any account for these deposits,
which amounted to a total of Rs. 33,032.25. Subsequent to the findings of the inquiry the services of the complainant
were withdrawn and a discharge letter was issued to him. The complainant has filed this complaint for reinstatement of
duty along with back wages. The matter was listed for hearing on November 22, 2005.
39. Sabina Inderjit v. BCCL, Civil Revision No. 664/2001 (High Court, New Delhi).
A petition was filed against an order dated May 23, 2001 passed by the Senior Civil Judge, Delhi rejecting the petitioners
prayer for stay of the transfer order dated December 1, 1998. The petitioner alleged that the transfer order was mala fide
and actuated with ulterior motives. The next date of hearing is February 27, 2006.
The petitioner has also filed a writ petition, Civil Writ Petition No. 5778/2001, in the High Court of Delhi seeking a writ of
mandamus to direct BCCL to enforce the provisions of the Model Standing Orders under the Industrial Employment
(Standing Orders) Act, 1946. The petitioner has also sought initiation of prosecution proceedings against BCCL for violation
of the Model Standing Orders. This writ petition was dismissed.
40. Sushil Kumar Tyagi and Others v. BCCL and Bharat Nidhi Limited, Industrial Dispute No. 247/1997 (Labour Court-VII,
New Delhi).
14 workmen, including Sushil Kumar Tyagi, filed a statement of claim against Bharat Nidhi Limited. These workmen
claimed they were working as salesmen under the direct control and supervision of the management of BCCL since the
management of Bharat Nidhi Limited is owned and managed by the management of BCCL etc. Workmen contended that
Bharat Nidhi Limited is a fake contractor invented with a view to deprive the workmen of all the benefits enjoyed by
BCCLs other employees. Therefore these workmen served a notice upon BCCL seeking regularization of their services
and the benefits enjoyed by employees of BCCL. These workmen contended that since the company was annoyed by
these demands, the management of BCCL terminated the services of these workmen. These workmen prayed that an
award should be passed in their favour and against the management by holding that the workmen were employees of
BCCL and their services were illegally terminated. The matter was listed for hearing on November 9, 2005.
41. Hari Mohan v. BCCL, Industrial Dispute No. 71/2002 (Karkardooma Court).
The workman was appointed as a peon in May 1995. His statement of claim alleges that in 2000, the management of BCCL
changed his status and made him work under a contractor, pursuant to which the workman made a complaint before the
Labour Commissioner. The workman claims that after this his services were orally terminated and he was not permitted
to enter the premises. He has sought that the management be directed to reinstate the workman with continuity of
service and full back wages.
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42. Vijay Singh v. BCCL, Industrial Dispute No. 375/1997 (Labour Court, Shahadara).
The statement of claim filed by the worker alleges that although the workman was working as a peon, the management
was making him do the work of a clerk. In addition, the statement of claim alleges that the workman actively participated
in trade union activities and was being harassed by the management to withdraw from union activities. When the
workman demanded the wages of a clerk, a false charge sheet was issued against him and an inquiry held. However it was
held that no action could be taken against the workman. However, subsequently, another suspension cum charge sheet
was issued, an enquiry constituted and an enquiry officer appointed. The statement of claim also alleges bias on the part
of the enquiry officer. The management terminated the workmans services. The workman has sought full back wages and
continuity of service. The matter was listed for hearing on November 19, 2005.
43. Jiwan Dass v. BCCL, Writ Petition (Civil) No. 7270/2004 (High Court, Delhi).
This case has been filed by the worker. The Company has also filed Writ Petition (Civil) No. 6729/2004 in the High Court
of Delhi. The Industrial Tribunal made an order dated March 11, 2003 holding that the date of birth of Mr. Jiwan Dass in the
management record was incorrect and this should be read as April 4, 1933 instead of October 14, 1929 and that he is
accordingly entitled to all consequential benefits such as full back wages and the usual monetary benefits with effect from
October 14, 1989 until April 30, 1991. The petitioner made an application pursuant to the award for the necessary
correction. This application was opposed by the management, which filed its reply to the application and subsequently
the petitioner filed a rejoinder with respect to the same. The Industrial Tribunal passed an order stating that it became
functus officio after the award became enforceable and as such no order can be passed on the petitioners application. The
writ petition has been filed against this order. The matter was listed for hearing on November 16, 2005.
44. Mrs Prabha Nair v. BCCL and Another, Complaint (ULP) No. 520/2005 (Industrial Court, Mumbai)
BCCL through its letter advised Mrs Prabha Nair who is working as Senior Sub-Editor in Economic Times to report in night
shift which Mrs Nair challenged by filing a complaint in the Industrial Court by praying the court to direct the company to
allow her to continue in day shift only and not to cut the salary for the period she is not reporting for night shift. The matter
is pending before the Industrial Court. The matter was listed for hearing on February 20, 2006.
45. Mr. S G Bhatnagar v. BCCL, Condonation of Delay Application (ULP) No. 142005 (Labour Court, Mumbai)
Mr Sandeep G Bhatnagar who was working as a journalist on contract was terminated from the services of the company
and Mr Bhatnagar filed complaint before the Labour Court challenging his termination. The Labour court dismissed the
complaint in default as Mr Bhatnagar never used to attend the court proceedings. Aggrieved by this order of the labour
court, Mr Bhatnagar filed an application seeking condonation of delay and prayed the court to re-open the case and also
to hear the matter on merit. The matter is pending before the Labour Court. The matter is listed for hearing on February
8, 2006.
46. Maharashtra Rajya Rashtriya Kamgar Sangh v. BCCL (Industrial Tribunal, Mumbai)
Maharashtra Rajya Rashtriya Kamgar Sangh has moved an application on behalf of TOISP workmen for recognition of their
union.
47. S.P. Labre v. BCCL
This complaint has been filed by one Mr. S.P. Labre for unfair labour practices under Section 1 (a), (b), (d), (f) & (g) of
Schedule IV of MRTU & PULP Act 1971 to a) to restrain the respondent from taking any action on the basis of an enquiry
conducted by the respondent and b) to withdraw suspension order against the complainan at and allow the complainant
to resume duty. BCCL filed a revision application in the Industrial Court to stay the implementation or order of the labour
court dated August 5, 2004 and the stay has been granted by Industrial Court.
Case pending before the Trademark Registry, Sri Lanka.
Wijeya Newspapers has objected to BCCLs application for registration of the following trademarks (i) the Financial Times; (ii)
the Economic Times; and (iii) Times FM. In respect of the same, pursuant to orders dated November 28, 2003 and December
29, 2003, the Trademark Registry has upheld the objection raised by Wijeya Newspapers and rejected BCCLs application in
respect of these trademarks. Against the same, an appeal has been filed by BCCL in the Commercial High Court, Colombo
against the rejection of the trademark application for The Economic Times and the same has been rejected.

190

Show cause notices issued by the Brihanmumbai Electric Supply and Transport Undertaking (BEST) to BCCL.
In connection with the electricity supplied by BEST to BCCL at the Times of India building in Mumbai, BEST has issued show
cause notices towards the amounts due on account of differences between the commercial tariff and industrial tariff of electricity
for the periods between January 1994 and May 2000 and December 1985 and December 1993, amounting to Rs. 59.5 million
and Rs. 28.07 million in aggregate respectively. BCCL has denied the liability in its reply to BEST.
Notices issued by the Municipal Corporation of Greater Mumbai (MCGM) to BCCL
1.

In connection with the lease rental of the Plot no.15, Hornby Road Estates granted by MCGM to BCCL on lease, MCGM has
issued a notice to BCCL. BCCL is a lessee of the said plot and the said lease expired by efflux of time on April 3, 2000. BCCL
sent several reminders to MCGM for renewal of lease but BMC did not renew the said lease. MCGM raised a demand for
an exorbitant rent, which was not acceptable to BCCL. Further MCGM also alleged change of user of the ground floor of the
building, i.e. Planet M. Thereafter, BCCL filed a Writ Petition. No. 2465/2002 which came up for hearing on 20.03.2003. The
Honble High Court directed BCCL to make an interim payment of Rs.20 lacs within two weeks from the date of the order
against the demand of BMC on account of regularisation charges. BCCL was further directed to make a payment of Rs. 50
lacs p.a. towards increased rent for the years 2000 to 2004. Vide the said order, the Respondents were also directed to
grant the Petitioners a personal hearing and to pass a reasoned order. BCCL made all the payments as directed by the
Honble High Court. MCGM has given personal hearings to BCCL on three occasions. The reasoned order is yet to be
passed by MCGM. BCCL has not made the payment of lease rental after April 1, 2005, but has made provision in the books
for the same.

2.

BCCL is the sole contractor for display of advertisements on Bus Queue Shelter. MCGM has raised demand of Rs. 216.54
Lacs for the period July 20, 2002 to March 31, 2003 on account of property tax. BCCL has filed its objections with MCGM.
Subsequently MCGM has issued another demand notice for Rs. 154.91 Lacs, for the period 1/10/2003 to 31/03/2004.
BCCL has returned back the said bill to MCGM vide its letter dated 1/12/2003. BCCL has denied the liability in its replies
to MCGM.

Show cause notices issued by the Press Council of India (PCI) in accordance with Regulation 5(1) of the Press Council
(Procedure for Inquiry) Regulations, 1979, as amended.
1.

A show-cause notice with Reference No. 14/182/04-05-PCI dated February 2, 2005 has been issued to the editor, Pune
Plus, the Times of India in connection with the complaint made by Ms. Kiran Ram Moghe on behalf of Stree Mukti Andolan
Sampark Samiti, a platform of several organisations working on womens issues in Pune. Pursuant to a letter dated March
18, 2005 BCCL has filed a reply to the same.

2.

A show-cause notice with Reference No. 14/129/04-05-PCI dated July 5, 2004 has been issued to the editor, the Times of
India in connection with the complaint made by Mr. Deepak Chabria, Chairman of Employment Promotion Council of
Indian Personnel, Mumbai. The said complaint was made against advertisements published in the said newspaper in
respect of overseas recruitments, which was found objectionable by the complainant. Vide a letter dated August 7, 2004
BCCL has filed a reply to the same.

3.

A show-cause notice with Reference No. 14/396/03-04-PCI dated July 8, 2004 has been issued to the editor, the Times of
India in connection with the complaint made by the President of the Vivekanand Education Society.

4.

A show-cause notice with Reference No. 14/131/03-04-PCI dated January 2, 2004 has been issued to the editor, the
Economics Times, Bangalore edition in connection with the complaint made by Mr. C. V. Narasimha Reddi, editor of Public
Relations Voice.

5.

A show-cause notice with Reference No. 14/590/02-03-PCI dated June 11, 2003 has been issued to the editor, the
Maharashtra Times in connection with the complaint made by Mr. D. V. Nerurkar.

6.

A show-cause notice with Reference no. 14/408/02-03-PCI dated October 24, 2002 has been issued to the editor, Femina
in connection with the complaint made by Ms. Chitra Phularia through the Ministry of Information Broadcasting. Pursuant
to a letter dated November 14, 2002 BCCL has filed a reply to the same.

7.

A show-cause notice with Reference No. 14/717-723/99-00-PCI dated July 20, 2000 has been issued to the editor, the
Times of India, Mumbai in connection with the complaint made by Mr. Ilda Menezes and Mr. Alto Porvorium. Pursuant to
191

a letter dated August 8, 2000 BCCL has filed a reply to the same.
8.

A show-cause notice with Reference No. 14/159/99-00-PCI dated August 19, 1999 has been issued to the editor, the
Times of India, Mumbai in connection with the complaint made by Kanayalal Montaney. Pursuant to a letter dated August
8, 2000 BCCL has filed a reply to the same.

9.

A show-cause notice with Reference No. 14/338/98-99-PCI dated July 20, 2000 has been issued to the editor, the Times
of India, Mumbai in connection with the complaint made by Mr. V. V. Easwaran. Pursuant to a letter dated May 5, 1999 BCCL
has filed a reply to the same.

10. A show-cause notice with Reference No. 14/347/98-99-PCI dated April 20, 1999 has been issued to the editor, the Times
of India, Mumbai in connection with the complaint made by Maulana Mohd. Saeed Noori, Raza Academy, Mumbai.
Pursuant to a letter dated May 5, 1999 BCCL has filed a reply to the same.
11. A show-cause notice with Reference No. 14/737/97-98-PCI dated March 24, 1998 has been issued to the editor, the Times
of India, Mumbai in connection with the complaint made by Justice R. B. Mehrotra (Retd.), President, Peoples Union for
Civil Liberties, Delhi.
12. A show-cause notice with Reference No. 14/362/96-97-PCI dated August 12, 1997 has been issued to the editor, the
Times of India, Mumbai in connection with the complaint made by Mr. S.A. Alwani.
13. A show-cause notice with Reference No. 14/256/96-97-PCI dated April 2, 1997 has been issued to the editor, the Times
of India, Mumbai in connection with the complaint made by Mr. C. Anthony Louis. Pursuant to a letter dated April 17, 1997
BCCL has filed a reply to the same.
14. A suo-motu show-cause notice with Reference No. 14/102/98-99-PCI dated June 8, 1998 has been issued to the editor,
the Times of India, Mumbai pursuant to which the PCI has alleged that an advertisement published in the Saturday Times
supplement of the newspaper was obscene. Pursuant to a letter dated July 8, 1998, BCCL has filed a reply to the same.
15. A show-cause notice with Reference No. 14/606/98-99-PCI dated March 9, 1999 has been issued to Femina in connection
with the complaint made by Dr. Alka Singh. Pursuant to a letter dated June 29, 1999 BCCL has filed a reply to the same.
16. A Show Cause Notice dated October 17, 2005 has been served on BCCL under Ref. No. 14/172/05-06-PCI. The same is
with regard to a Complaint filed by one Mr. Sunil Godbole who is allegedly grieved by the news articles published in The
Times of India in July 2005.
17. A Show Cause Notice under Ref. no. 14/588/03-04-PCI has been served on BCCL regarding a Complaint filed in February
2004 by one Mr. P. R Ramesh, Mayor, Bangalore City Corporation against The Times of India regarding the Article dated
13/2/04 captioned Mayor Showers Scribes with Gift Coupons. The last hearing was on 31/8/05. The matter is posted for
Orders.
18. A Show Cause Notice under Ref. no. 14/580/03-04-PCI has been served on BCCL. The same is with regard to a Complaint
filed in February 2004 by one Mr. M.S Zahed , CMD, HMT Ltd., Bangalore against The Times of India, Bangalore regarding
the article dated 23/1/04 captioned CMD causes Rs. 270 Crores loss to HMT. The last hearing was on 31/8/05. The
matter is posted for Rejoinder..

II. Times Infotainment Media Limited (TIML)

Details of contingent liabilities as on September 30, 2005 against TIML
As on September 30, 2005, contingent liability in TIMLs balance sheet totals to an amount of Rs.2,500,000.00; this arises out
of the performance bank guarantee given favoring Commissioner, Municipal Corporation of Delhi, for registering TIML as an
advertiser with the Municipal Corporation of Delhi.
Outstanding litigation against TIML
Nil

192

III. Times Guaranty Limited (TGL)

Details of Contingent liabilities as on September 30, 2005 against TGL
Nil
Outstanding litigation against TGL
Cases filed against Times Guaranty Limited
1.

Mr. B.D. Merchant v. Times Guaranty Limited, (Consumer Redressal Forum, Mumbai).
Mr. B. D. Merchant has filed a complaint before the Consumer Redressal Forum, Mumbai on December 6, 1994 claiming
damages to the extent of Rs. 135,399.95 plus interest at the rate of 18% per annum from June 30, 1992 till the date of final
order of the Consumer Forum. The Forum has heard the arguments and the final orders are awaited.

2.

Mr. Anil Laxman Jain v. Times Guaranty Limited, (Consumer Redressal Forum, Mumbai).
Mr. Anil Laxman Jain has filed a complaint before the Consumer Redressal Forum, Mumbai on January 30, 1995 claiming
damages to the extent of Rs. 460,000, being the loss incurred on allegedly mishandling the portfolio under the portfolio
management scheme by TG and Rs.30,000 towards litigation expenses. The Forum has heard the arguments and the final
orders are awaited.

3.

Mr. J.C. Dhingra v. Times Guaranty Limited.

Mr. J. C. Dhingra has filed a complaint before the Consumer Redressal Forum, New Delhi on September 18, 1996 claiming
damages to the extent of Rs. 271,415.63 with interest at the rate of 18% per annum from September 18, 1996 and Rs.
100,000 as compensation for allegedly mishandling the portfolio under portfolio management scheme. TGL is pursuing
appropriate proceedings for getting the complaint quashed. Mr. Dhingra has also filed a complaint with the Securities and
Exchange Board of India, Mumbai for claiming compensation at the rate of 15 % on termination of the portfolio. The
suitable reply has been forwarded to SEBI alongwith the necessary supporting documents.

4.

Mr. Shashi Kapoor v. Times Guaranty Limited

Mr. Shashi Kapoor has filed a complaint before the Consumer Redressal Forum, New Delhi on May 1, 1997 claiming
compensation to the extent of Rs. 960,589 with interest at the rate of 20 % per annum from March 20, 1995 for alleged
mishandling of the portfolio by TGL under the portfolio management scheme. The Company is pursuing appropriate
proceedings for getting the complaint quashed.

5.

Ms. Stebeena Charles v. Times Guaranty Limited

Ms. Stebeena Charles has filed a claim on September 19, 1996 with the Motor Accident Claim Tribunal, Bangalore against
TGL, Ms. Lata Chakravarthy (former TGL employee) and United India Insurance Company Limited, Bangalore for
compensation for injuries sustained by her in a motor accident that took place on July 4, 1996 at Bangalore. She has
claimed Rs. 5,000,000 as damages. The concerned vehicle belonged to TGL and was being driven by Ms. Chakravarthy on
the date of the accident. The matter is subjudice.

6.

Aditya Auto Agencies v. Times Guaranty Limited

Aditya Auto Agencies has filed a special civil suit in the District Court, Nagpur claiming an amount aggregating Rs. 237,253
(including interest) being the unpaid commission on vehicle loan cases referred by their entity. We have filed our Statement
on the Plaint for dismissal of the Suit. The last hearing was scheduled to be held on February 10, 2004 had been adjourned.
No new date has been fixed.

7.

Income Tax Demands

The Income tax department, for the assessment year 1993-94 was completed, resulting in demand of Rs. 11.31 million
against which the company is in appeal.
The Income tax department, for the assessment year 1996-97 was completed, resulting in demand of Rs. 6.72 million,
against which the company is in appeal.

193

8.

Sales Tax Demands

Sales tax assessment under the Bombay Sales Tax Act for the assessment year 1998-99 was completed in respect of
Bombay Sales Tax Act and Lease Tax and resulted in demand for Rs.0.39 million and Rs. 1.57 million respectively. The
company has preferred an appeal against the orders of the Deputy Commissioner.

IV. Bharat Nidhi Limited (BHL)

Details of Contingent liabilities as on September 30, 2005 against Bharat Nidhi Limited
Claims against BHL not acknowledged as debts amounted to Rs. 22,000.
Outstanding Litigation against Bharat Nidhi Limited (BHL)
1.

Mr. Shrikant Mishra v. BCCL and Bharat Nidhi Limited, Industrial Dispute No. 29/1997 (Labour Court VI, Delhi).
Mr. Shrikant was engaged on a daily basis for loading and unloading of magazines and newspaper supplements. The
complainant was terminated from service in 1997 on charges of misbehaviour with senior officials of BCCL. The complainant
has filed this present dispute for reinstatement with back wages and employment in BCCL. The matter is sub-judice.

2.

Mr. Gopal Singh Bisht v. BCCL and Another, Suit No. 492/1998 (Civil Judge, Tis Hazari, New Delhi).
The complainant was a sales agent of magazines and his services were terminated by BCCL on the grounds that payments
for the deliveries made by the complainant were not received in a timely manner. He has filed this suit for reinstatement
of services along with back wages by way of a permanent injunction. Written statements for BCCL were filed and the
matter is pending adjudication. The matter has been listed for presentation of evidence by the complainant on February
6, 2006.

3.

Sushil Kumar Tyagi and 13 Others v. BCCL and Bharat Nidhi Limited, Industrial Dispute No. 247/1997 (Labour Court-VII,
New Delhi).
14 workmen, including Sushil Kumar Tyagi filed a statement of claim against Bharat Nidhi Limited. These workmen
claimed they were working as salesmen under the direct control and supervision of the management of BCCL since the
management of Bharat Nidhi Limited is owned and managed by the management of BCCL etc. Workmen contended that
Bharat Nidhi Limited is a fake contractor invented with a view to deprive the workmen of all the benefits enjoyed by
BCCLs other employees. Therefore these workmen served a notice upon BCCL seeking regularization of their services
and the benefits enjoyed by employees of BCCL. These workmen contended that since the company was annoyed by
these demands, the management of BCCL terminated the services of these workmen. These workmen prayed that an
award should be passed in their favour and against the management by holding that the workmen were employees of
BCCL and their services were illegally terminated. The next date of hearing is March 23, 2006.

4.

Mr. Yadeshwar Kumar v. BCCL and Bharat Nidhi Limited, 246/1987 (Labour Court IV New Delhi).
Mr. Yadeshwar Kumars employment was terminated with effect from August 28, 1988. Mr. Kumar had raised a dispute
before the Labour Court against his dismissal, which allowed his reinstatement with, back wages. BCCL had filed Writ
Petition No. 61/2000 (LPA) in the High Court against the Labour Courts orders. According to the order of the Labour Court,
BCCL had also deposited Rs. 100,000. The LPA was decided in favour of BCCL and remanded back to the Labour Court by
the Delhi High Court. The matter is sub-judice.

5.

Registrar of Companies v. Bharat Nidhi Limited Criminal Miscellaneous Claim No. 981 / 2003 (High Court, Delhi).
This is an appeal filed against the order of the trial court in the matter of Registrar of Companies v. Bharat Nidhi Limited,
Criminal Complaint No. 2080/1988 with respect to certain unclaimed dividend that was not transferred to the Investor
Protection Fund. The Registrar of Companies, New Delhi had filed this suit against the Company and its Directors under
Section 205 of the Companies Act. The matter has been listed for arguments in March 2006.

194

V. Media Video Limited (Media Video)

Details of Contingent liabilities as on June 30, 2005 against Media Video
(Rs. in millions)
Particulars

Amount

For Bank Guarantees

458,000

For Corporate Guarantees

400,400,000

Letter of Credit

6,157,000

Sales tax for 19871988 and 1988 1989 under Delhi Sales Tax Act

1,150,000

Sales tax for 20012002 under West Bengal Sales Tax Act

196,000

Sales tax for 1999-2000 under Uttar Pradesh Sales Tax Act

104,000

Employees State Insurance for 19951996 under the Employees State Insurance Act

64,000

Income tax assessment year 20012002 under the Income Tax Act

78,000

Outstanding Litigation against Media Video

Parties

Authority before
which pending

Amount of Claim involved

(in Rs.)

Perryson Cycles Private Limited vs. MVL

Tiz Hazari Court, New Delhi

Conelec Engineering Limited vs. MVL

Delhi High Court

Ramesh Kumar vs. MVL

Tiz Hazari Court, New Delhi

55,000

Criminal

Alok Pandit vs. MVL

Consumer Forum, Indore

11,500

Consumer

Jagruk NAgrik vs. MVL

Consumer Forum, Vadodara

135,130

Consumer

Krishan Baldev vs. Baldev

Consumer Forum, Faridkot

2,550

Consumer

Ashoka Viniyoga Limited (Ashoka)

Details of Contingent liabilities as on September 30, 2005 against Ashoka
Nil
Outstanding Litigation against Ashoka
Nil

Camac Commercial Company Limited (Camac)

Details of Contingent liabilities as on September 30, 2005 against Camac
Nil
Outstanding Litigation against Camac
Nil

195

Nature of suit

20,000

Commercial

250,000

Commercial

GOVERNMENT/STATUTORY AND BUSINESS APPROVALS

In view of the approvals listed below, the Company can undertake this Issue and its current business activities. In connection
with the Acquisition, TIML and us have to obtain consents from clients to transfer many of our client contracts to TIMPL. We also
have to obtain various approvals from government agencies and local authorities to transfer certain assets, employees, permits
and licenses in India. Additionally, we have to obtain approvals from other third parties to transfer other assets, including for
example, software and product licenses. The process of obtaining client and third party consents and various other required
approvals and consents has recently commenced after the completion of the Acquisition. Except for such consents and
approvals, the Company has received the necessary consents, licenses, permissions and approvals from the Government and
various Government agencies required for its present business and no further approvals are required for carrying on the present
as well as the proposed business except as mentioned below:
The Company has received the following significant Government approvals, licenses and permissions:
A.

Incorporation

1.

Certification of Incorporation bearing No. 11-120516 dated June 24, 1999 issued by the Registrar of Companies, Maharashtra.

2.

Certificate for Commencement of Business bearing no. 120516 dated August 2, 1999 issued by the Registrar of Companies,
Maharashtra.

B.

Industrial/Labour/Tax/Reduction

3.

Permanent Account Number AAACE7796G issued by the Director of Income Tax (Systems).

4.

Tax Deduction Number MUME03661A issued by the Office of the Assistant Commissioner of Income Tax (TDS).

5.

Certificate of Registration No.400001/S/6910 dated March 31, 2001 issued under Rule 8 of the Bombay Sales Tax Rules,
1959 by the Sales Tax Officer, Registration Branch, Mumbai.

6.

Certificate of Registration No.400001/C/6122 dated March 31, 2001 issued under Rule 5(1) of the Central Sales Tax
(Registration and Turnover) Rules, 1957 by the Sales Tax Officer.

7.

Certificate of Enrolment No.PT/E/1/1/21/18/14498 dated May 8, 2001 issued under Rule 5(2) and 5(2A) of the Maharashtra
State Tax on Professions, Trades, Callings and Employments Act, 1975 by the Profession Tax Officer.

8.

Service Tax Code No. AAACE7796GST004 issued by the Assistant Commissioner of Central Excise under Section 69 of
the Finance Act, 1994 for broadcasting services pursuant to a letter dated March 9, 2004.

9.

Certificate of Importer- Exporter Code assigning IEC Number 0301004340 to the Company dated May 2, 2001 issued by
the Foreign Trade Development Officer.

10. Unique Identification No. 100313510 issued by NSDL on behalf of SEBI for Market Participant and Investor Database; ISIN
No. INE265F01010 issued by NSDL, activated on March 20, 2002. New ISIN number INE265F01028 issued by NSDL vide
letter dated November 9, 2005.
11. Registration Certificate No. A-II/022906 dated May 28, 2001 issued under Rule 6, Bombay Shops and Establishment Act,
1948 by the Inspector under this legislation for the business of radio broadcasting.
12. PTNAN No. 08-116-PE-0308 issued under Rule 7 of the Tamil Nadu Urban Local Bodies Tax on Professions, Trades,
Callings Employment Rules, 1998 by the commissioner under this legislation for the period 2002-2003.
13. PTNAN No. 08-116-PE-0322 issued under Rule 7 of the Tamil Nadu Urban Local Bodies Tax on Professions, Trades,
Callings Employment Rules, 1998 by the commissioner under this legislation for the period 2003-2004.
14. Certificate of registration issued by the Registrar of Companies, Maharashtra dated October 31, 2005 for the Order of the
High Court of Bombay dated October 28, 2005 confirming reduction of capital of ENIL.
C.

Location wise Licenses for operating our FM Radio Broadcasting Stations

15. FM Radio Broadcasting Station at Mumbai

15.1

Letter of Intent bearing no. 206/26/2000 - FM (Mumbai) dated August 2, 2000 issued by Ministry of Information
and Broadcasting, Government of India to our Company for establishing and operating an FM radio station at
Mumbai.
196

15.2

License Agreement dated October 18, 2000 between the Ministry of Information and Broadcasting, Government
of India and our Company for granting license under Section 4 of the Indian Telegraph Act, 1885 to establish,
maintain and operate an FM radio broadcasting station at Mumbai for a period of 10 years.

15.3

Wireless Operational License No. L-14027/573/2000-LR dated April 18, 2002 from theWPC, Department of
Telecommunications, Ministry of Communications for frequency allocation. The wireless station license no. FM
006 issued under the Indian Telegraph Act, 1885 is valid up to March 31, 2006 and has to be renewed on yearly
basis.

15.4

Letter no. 206/2/2000-FM (Mumbai) dated April 17, 2002 acknowledging payment of the first years license fee in
respect of the Mumbai broadcasting station.

15.5

Letter no. 206/26/2000-FM (Mumbai) dated April 23, 2003 acknowledging payment of the second years license
fee in respect of the Mumbai broadcasting station.

15.6

Standing Advisory Committee on Radio Frequency Allocation (SACFA) approval dated May 23, 2002 issued by
Ministry of Communications and IT (WPC Wing), for the site at Railway Tower, Mahalaxmi, Mumbai.

15.7

Consent to BCCL from the Maharashtra State Electricity Board under Section 44 of the Electricity (Supply) Act
1948 pursuant to its letter dated May 2, 2003, to install one standby diesel generating set of 160 KVA capacity at
Matulya Centre, Parel, Mumbai.

15.8

Consent of the Maharashtra State Electricity Board under Section 44 of the Electricity (Supply) Act 1948 pursuant
to its letter dated May 22, 2002, to install one standby diesel generating set of 80 KVA capacity at Times of India
Building, Dr. D. N. Road, Mumbai.

15.9

No objection certificate from the Maharashtra Pollution Control Board pursuant to its letter dated July 4, 2002, to
install and operate one standby diesel generating set of 160 KVA capacity for back up power at Matulya Mill
Compound, Lower Parel, Mumbai.

15.10 No objection certificate from the Maharashtra Pollution Control Board vide letter dated June 21, 2002, to install and
operate one standby Diesel generating set of 80 KVA capacity for back up power at Matulya Mill Compound, Lower
Parel, Mumbai.
15.11 Approval from BEST for supply of 80KW electricity bearing no. CN/LC/Instn, 2028374/3030348/2002 dated May
8, 2002.
16. FM Radio Broadcasting Station at Kolkata
16.1

Letter of Intent no. 206/10/2000-FM dated August 2, 2000 issued by the MIB, Government of India to our Company
for establishing and operating an FM radio station at Kolkata.

16.2

License Agreement dated October 18, 2000 between the MIB, Government of India and our Company for granting
license under Section 4 of the India Telegraph Act, 1885 to establish, maintain and operate FM radio broadcasting
station at Kolkata for a period of 10 years.

16.3

Wireless Operational License No. L-14027/573/2000-LR dated April 8, 2002 from the WPC Wing, Department of
Telecommunications, Ministry of Communication for frequency allocation. The wireless station license no. FM
019/1 issued under the Indian Telegraph Act, 1885 is valid up to December 31, 2005 and has to be renewed on
yearly basis.

16.4

Standing Advisory Committee on Radio Frequency Allocation approvals dated February 4, 2005 and February 1,
2005 issued by the Ministry of Communications & IT (WPC Wing), for the sites at Doordarshan Kendra, Kolkata and
Camac Street, Kolkata respectively.

17. FM Radio Broadcasting Station at Delhi

17.1

Letter of Intent no. 206/14/2000 - FM (Delhi) dated August 2, 2000 issued by the MIB, Government of India to our
Company for establishing and operating an FM radio station at Delhi.

17.2

License Agreement dated October 18, 2000 between the MIB, Government of India and our Company for granting
a license under Section 4 of the Indian Telegraph Act, 1885 to establish, maintain and operate an FM radio
broadcasting station at Delhi for a period of 10 years.
197

17.3

Wireless Operational License No. L-14027/573/2000-LR dated March 27, 2003 from the WPC Wing, Department of
Telecommunications, Ministry of Communication for frequency allocation. The wireless station license no. FM
015/1 issued under the Indian Telegraph Act, 1885 is valid up to December 2005 and has to be renewed on a yearly
basis.

17.4

Standing Advisory Committee on Radio Frequency Allocation (SACFA) approval dated October 23, 2002 issued
by Ministry of Communications and IT (WPC Wing), for the site at Pitampura, Delhi.

18. FM Radio Broadcasting Station at Chennai

18.1

Letter of Intent bearing no. 206/10/2000-FM (Chennai) dated August 2, 2000 issued by the MIB, Government of
India to our Company for establishing and operating an FM radio station at Chennai.

18.2

License Agreement dated October 18, 2000 between the MIB, Government of India and our Company for granting
a license under Section 4 of the IndianTelegraph Act, 1885 to establish, maintain and operate an FM radio
broadcasting station at Chennai for a period of 10 years.

18.3

Wireless Operational License No. L-14027/573/2000-LR dated March 27, 2003 from the WPC Wing, Department of
Telecommunications, Ministry of Communication for frequency allocation. The wireless station license no. FM
016 issued under the Indian Telegraph Act, 1885 is valid up to December 2005 and has to be renewed on yearly
basis.

18.4

Standing Advisory Committee on Radio Frequency Allocation (SACFA) approval dated October 23, 2002 issued
by Ministry of Communications and IT (WPC Wing), for the site at Swami Sivanand Salai, Chennai.

18.5

Consent of the Electrical Inspectorate, Government of Tamil Nadu under Rule 47A of the Indian Electricity Rules,
1956 pursuant to a letter dated July 1, 2003, to commission one diesel generating set of 160 KVA capacity at
Fathima Akthar Court, Chennai.

18.6

Consent of the Electrical Inspectorate, Government of Tamil Nadu under Rule 47A of the Indian Electricity Rules,
1956 pursuant to a letter dated July 1, 2003, to commission one diesel generating set of 82.5 KVA capacity at
Doordarshan Kendra, Chennai.

18.7

Consent of the Tamil Nadu Electricity Board under Section 44(a) of the Indian Electricity Supply Act, 1948 pursuant
to a letter dated May 9, 2003, to install one standby diesel generating set of 80 KVA capacity at Doordarshan
Complex, Chennai.

18.8

Letter from the Electrical Inspectorate under Rule 5 of the Tamil Nadu Tax on Consumption or Sale of Electricity
Rules, 2003, Government of Tamil Nadu dated August 4, 2003 bearing no. 2937/EI/ET/C/2003 registering the
Companys captive power plant having registration no. 11/2003 for 82.5 KVA at Doordarshan Kendra, Chennai.

18.9

Letter from the Electrical Inspectorate under Rule 5 of the Tamil Nadu Tax on Consumption or Sale of Electricity
Rules, 2003, Government of Tamil Nadu dated August 4, 2003 bearing no. 2395/EI/ET/C/2003 registering the
Companys captive power plant having registration no. 9/2003 for 160 KVA at Doordarshan Kendra, Chennai.

19. FM Radio Broadcasting Station at Pune

19.1

Letter of Intent bearing no. 206/31/2000 - FM (Pune) dated August 2, 2000 issued by the MIB, Government of India
to our Company for establishing and operating FM Radio Station at Pune.

19.2

License Agreement dated October 18, 2000 between the MIB, Government of India and our Company for granting
license under section 4 of the Indian Telegraph Act, 1885 to establish, maintain and operate an FM radio broadcasting
station at Pune for a period of 10 years.

19.3

Wireless Operational License No. L-14027/573/2000-LR dated April 16, 2004 from the WPC Wing, Department of
Telecommunications, Ministry of Communication for frequency allocation. The wireless station license no. FM
005 issued under the Indian Telegraph Act, 1885 is valid up to December 2005 and has to be renewed on a yearly
basis.

19.4

Standing Advisory Committee on Radio Frequency Allocation (SACFA) approval dated March 8, 2002 issued by
the Ministry of Communications & IT (WPC Wing), for the sites at Pinnacle Ridge at Pune and Aditya Complex at
K.K. Nagar, Pune.
198

19.5

Permission from the Electricity Inspection Department, Pune dated June 24, 2002; for charging 200 KVA transformer
with the H.T. line and L.T. line and connected load of 160KW at Kondhawa Road, Pune.

19.6

Consent No. BO/RO (HQ)/TB/NOC/B-2498 of the Maharashtra State Electricity Board pursuant to its letter dated
June 21, 2002 to install one back up Diesel generating set of 80 KVA capacity at Krishna Keval Township, Kondhwa
Khurd, Pune.

19.7

Consent No. CE/PU Z/T/COM/HT SPL 1340/004645 of the Maharashtra State Electricity Board pursuant to its
letter dated March 22, 2002 granting the request for being provided a metering kiosk.

19.8

Consent of the Maharashtra Pollution Control Board pursuant to its letter dated June 21, 2002, bearing no. BO/
RO(HQ)/TB/NOC/B-2498 to install and operate one standby diesel generating set of 80 KVA capacity for back up
power at Krishna Keval Township, Kondhwa Khurd, Pune.

19.9

Consent of the Maharashtra Pollution Control Board pursuant to its letter dated June 21, 2002, bearing no. BO/
RO(HQ)/TB/NOC/B-2499 to install and operate one standby diesel generating set of 80 KVA capacity for back up
power at Krishna Keval Township, Kondhwa Khurd, Pune.

19.10 Approval no. EI (TS) 710/3425 of the plan for 2 x 80 KVA diesel generator set at Krishna Keval Township, Kondhwa
Khurd, Pune from the Office of the Electrical Inspector, Pune dated September 9, 2002.
19.11 Load sanction order no. CE/PUZ/I/Com/HT/Spl/0043911340 dated April 29, 2002 from the Maharashtra State
Electricity Board for sanction of fresh power supply of 22 KV at Krishna Keval Township, Kondhwa Khurd, Pune.
19.12 Site clearance letter no. AAI/NAD/20013/1013/2001 ARI (NOC) from the Airports Authority of India dated
January 24, 2002 for the sites at Pinnacle Ridge at Pune and Aditya Complex at K.K. Nagar, Pune.
19.13 Full site clearance letter dated February 7, 2002 from the Army Headquarters, Delhi bearing number B/46522/Sigs
6 for the site at Pinnacle Ridge at Pune and Aditya Complex at K.K. Nagar, Pune.
19.14 Siting clearance letter no. Air-HQ/15803/i/Sigs(Air) dated January 27, 2002 from the Air Headquarters, New Delhi.
19.15 No objection certificate for the site from Prasar Bharati dated August 9, 2004 bearing number 10/6/2004-E-III/
14(P)/1232 for the sites at Pinnacle Ridge at Pune and Aditya Complex at K.K. Nagar, Pune.
19.16 Receipt from the Ministry of Information and Broadcasting (FM Cell) dated January 2, 2003, acknowledging payment
of the second years license fee in respect of the Pune station.
19.17 Receipt from the Ministry of Information and Broadcasting (FM Cell) dated January 5, 2004, acknowledging payment
of the third years license fee in respect of the Pune station.
19.18 Receipt from the Ministry of Information and Broadcasting (FM Cell) dated February 7, 2004, acknowledging
payment of the fourth years license fee in respect of the Pune station.
20. FM Radio Broadcasting Station at Indore
20.1

Letter of Intent bearing no. 206/17/2000 - FM (Indore) dated August 2, 2000 issued by the MIB, Government of
India to our Company for establishing and operating an FM radio station at Indore.

20.2

License Agreement dated October 18, 2000 between the MIB, Government of India and our Company for granting
a license under Section 4 of the Indian Telegraph Act, 1885 to establish, maintain and operate an FM radio
broadcasting station at Indore for a period of 10 years.

20.3

Wireless Operational License No. L-14027/573/2000-LR dated October 1, 2001 from the WPC Wing, Department
of Telecommunications, Ministry of Communication for frequency allocation. The wireless station license no. F M
002 issued under the Indian Telegraph Act, 1885 is valid up to September 2006 and has to be renewed on yearly
basis.

20.4

Standing Advisory Committee on Radio Frequency Allocation (SACFA) approval dated January 24, 2001 issued
by the Ministry of Communications & IT (WPC Wing), for the site at Industry House, Indore.

20.5

Consent from the Madhya Pradesh Electricity Regulatory Commission, Bhopal dated June 24, 2002 for charging
200 KVA transformer s/s with the H.T. line and L.T. line and connected load of 160KW at Kondhawa Road, Pune.

199

20.6

Consent from the Madhya Pradesh Electricity Regulatory Commission, Bhopal dated February 17, 2003 for running
a 100 KVA diesel generator set at Industry House, Indore.

20.7

License issued by Municipal Corporation, Indore dated April 6, 2005 bearing license no. 90180847 for carrying on
radio broadcasting business in Indore; this license is valid until March 31, 2006.

20.8

Receipt from the MIB (FM Cell) dated October 1, 2001, acknowledging payment of the first years license fee in
respect of the Indore station.

20.9

Receipt from the MIB (FM Cell) dated October 1, 2002, acknowledging payment of the second years license fee
in respect of the Indore Station.

20.10 Receipt from the MIB (FM Cell) dated October 6, 2003, acknowledging payment of the third years license fee in
respect of the Indore station.
21. FM Radio Broadcasting Station at Ahmedabad
21.1

Letter of Intent bearing no. 206/2/2000 - FM (Ahmedabad) dated August 2, 2000 issued by the MIB, Government
of India to our Company for establishing and operating an FM radio station at Ahmedabad.

21.2

License Agreement dated October 18, 2000 between the MIB, Government of India and our Company for granting
a license under Section 4 of the Indian Telegraph Act, 1885 to establish, maintain and operate an FM radio
broadcasting station at Ahmedabad for a period of 10 years.

21.3

Wireless Operational License No. L-14027/573/2000-LR dated December 10, 2001 from the WPC Wing, Department
of Telecommunications, Ministry of Communication for frequency allocation. The wireless station license no. F M
003/1 issued under the Indian Telegraph Act, 1885 is valid up to March 31, 2006 and has to be renewed on a
yearly basis.

21.4

Standing Advisory Committee on Radio Frequency Allocation (SACFA) approval dated January 24, 2001 issued
by the Ministry of Communications (WPC Wing), for the site at Vejalpur, Ahmedabad.

21.5

No-objection certificate from the Ahmedabad Electricity Company Limited, Ahmedabad dated May 13, 2002, for
charging 125 KVA transformer with the H.T. line and L.T. line at Vejalpur, Ahmedabad.

21.6

No-objection letter no. BS/71/HT-822/BG-348-835 from the Ahmedabad Electricity Company Limited pursuant to
a letter dated August 3, 2002, bearing to install one back up diesel generating set of 180 KVA capacity at Sabarmati,
Ahmedabad.

21.7

Plan approval from the Electrical Inspector, Ahmedabad pursuant to a letter dated January 31, 2002, bearing no.
EIA/PLN/3636 for setting up a 160 KVA transformer and a 180 KVA diesel generator at Ahmedabad.

21.8

Receipt from the MIB (FM Cell) dated December 11, 2001, acknowledging payment of the first years license fee
in respect of the Ahmedabad station.

21.9

Receipt from the MIB (FM Cell) dated December 17, 2002, acknowledging payment of the second years license
fee in respect of the Ahmedabad station.

21.10 Receipt from the Ministry of Information and Broadcasting (FM Cell) acknowledging payment of the third years
license fee in respect of the Ahmedabad Station.
22. FM Radio Broadcasting Station at Jabalpur
22(a). Letter of Intent bearing no. 206/18/2000 - FM (Jabalpur) dated August 2, 2000 issued by the MIB, Government of
India to our Company for establishing and operating an FM radio station at Jabalpur.
22(b). Letter no. 212/216/2001-B(D)/FM(Non-metro) dated January 3, 2003 acknowledging payment of the second
years license fee in respect of the Jabalpur broadcasting station.
22(c). Letter no. 206/18/2000-FM (Jabalpur) dated January 7, 2005 acknowledging payment of the fourth years license
fee in respect of the Jabalpur broadcasting station.
23. FM Radio Broadcasting Station at Bhubaneshwar
23.1

Letter of Intent bearing no. 206/7/2000 - FM (Bhubhaneswar) dated August 2, 2000 issued by the MIB, Government
of India to our Company for establishing and operating an FM radio station at Bhubhaneswar.
200

23.2

Letter no. 212/216/2001-B(D)/FM (Non-metro) dated January 3, 2003 issued by the MIB, Government of India
acknowledging balance payment of the second years license fee in respect of the Bhubaneshwar station.

24. FM Radio Broadcasting Station at Hyderabad

24.1

Letter of Intent bearing no. 206/16/2000 - FM (Hyderabad) dated August 2, 2000 issued by the MIB, Government
of India to our Company for establishing and operating an FM radio station at Hyderabad.

25. FM Radio Broadcasting Station at Lucknow

25.1

Letter of Intent bearing no. 206/23/2000 - FM (Lucknow) dated August 2, 2000 issued by the MIB, Government of
India to our Company for establishing and operating an FM radio station at Lucknow.

26. FM Radio Broadcasting Station at Cuttack

26.1

Letter of Intent bearing no. 206/13/2000 - FM (Cuttack) dated August 2, 2000 issued by the MIB, Government of
India to our Company for establishing and operating an FM radio station at Cuttack.

27. Letter no. 206/31/2000-FM dated December 31, 2001 issued by the MIB, Government of India acknowledging balance
payment of the first years license fee in respect of the Pune, Bhubaneshwar, Jabalpur and Cuttack stations.
28. Letter no. 212/216/2001-B(D)/FM(Non-metro) dated January 5, 2004 acknowledging payment of the third years license
fee in respect of the Pune, Bhubaneshwar and Jabalpur broadcasting stations.
29. Letter from MIB dated December 14, 2005 and our reply thereto, for termination of the license for establishment and
operation of radio stations at Hyderabad, Lucknow and Cuttack.
30. Letter from MIB dated December 13, 2005 for returning the bank guarantees for FM Radio stations at Bhubhaneshwar and
Jabalpur.

Phase II Policy Related

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14,
15.

Letter from the MIB dated December 21, 2005 for migration intimating ENIL of the current dues under Phase I policy for its
operating radio stations at Mumbai, Delhi, Chennai, Kolkata, Indore, Ahmedabad and Pune and the requirement for
payment of the said dues before January 4, 2006 for migration to Phase II.
Letter from the MIB dated January 10, 2006, which sets forth the details of the Migration Fees payable by the Company.
Letter from the MIB dated January 10, 2006, which sets forth the details of the remaining OTEF amount payable by the
Company with respect to the seven new cities that the Company has successfully bid for on January 6,2006.
Letter of Intent from the MIB dated January 17, 2006, for establishing and providing FM radio broadcasting services (Phase
II) at Bangalore.
Letter of Intent from the MIB dated January 17, 2006, for establishing and providing FM radio broadcasting services (Phase
II) at Nagpur.
Letter of Intent from the MIB dated January 17, 2006, for establishing and providing FM radio broadcasting services (Phase
II) at Lucknow.
Letter of Intent from the MIB dated January 17, 2006, for establishing and providing FM radio broadcasting services (Phase
II) at Kanpur.
Letter of Intent from the MIB dated January 17, 2006, for establishing and providing FM radio broadcasting services (Phase
II) at Surat.
Letter of Intent from the MIB dated January 17, 2006, for establishing and providing FM radio broadcasting services (Phase
II) at Jaipur.
Letter of Intent from the MIB dated January 17, 2006, for establishing and providing FM radio broadcasting services (Phase
II) at Hyderabad.
Letter of Intent from MIB dated January 23, 2006, for establishing and providing FM radio broadcasting services (Phase II)
at Jalandhar.
Letter of Intent from MIB dated January 23, 2006, for establishing and providing FM radio broadcasting services (Phase II)
at Varanasi.
Letter from the MIB dated January 23, 2006, which sets forth the details of the remaining OTEF amount payable by the
Company with respect to the new city that the Company has successfully bid for on January 20, 2006.
Letter from the MIB dated January 16, 2006, which sets forth the details of the remaining OTEF amount payable by the
Company with respect to the cities of Jalandhar and Varanasi that the Company successfully bid for on January 13, 2006.
Letter from the MIB dated January 30,2006, which sets forth the details of the remaining OTEF amount payable by the
Company with respect to the cities of Bhopal, Jabalpur, Rajkot, Vadodara, Aurangabad, Kolhapur, Nasik, Raipur, and Panaji
that the Company successfully bid for on January 27, 2006.
201

Foreign Investment Related

Letter from the RBI dated November 28, 2005 stating that pursuant to guidelines issued by the Ministry of Commerce &
Industry, Government of India, foreign investment including FDI, NRI, PIO and portfolio investments up to 20% in the equity of
companies providing FM radio broadcasting services is permissible.
D.

Trademark Approvals
31.1

Trademarks Registered in India

Details of our trademarks registered in India are as follows.
Sr. Trade Mark
No. Number

Trademark
Registered

1.

1046431

2.

Authority

Class Details Territory

Date of
Registration

Validity

Logo
Trade Marks
(Radio Mirchi) Registry,
Mumbai.

India

September
20, 2001

10 years
(Subject to
renewal)

1160102

Word (Mirchi) Trade Marks

Registry,
Mumbai.

India

December
19, 2002

10 years
(Subject
to renewal)

3.

1190686

Word (Mystic Trade Marks

Mantras)
Registry,
Mumbai.

India

April 8, 2003

10 years
(Subject
to renewal)

4.

992511

Word
(Rhythmagic
FM)

Trade Marks
Registry,
Mumbai.

16

India

February 23,
2001

10 years
(Subject to
renewal)

5.

1190688

Word
(Mantrica)

Trade Marks
Registry,
Mumbai.

India

April 8, 2003

10 years
(Subject to
renewal)

6.

1190685

Word
(Spiritual
Mornings)

Trade Marks
Registry,
Mumbai.

India

December 6,
2003

10 years
(Subject
to renewal)

7.

975499

Word
(Mirchi FM)

Trade Marks
Registry,
Mumbai.

16

India

April 8, 2003

10 years
(Subject to
renewal)

8.

1140677

Logo
Trade Marks
(Radio Mirchi) Registry,
Mumbai.

20

India

October 3,
2002

10 years
(Subject to
renewal)

992482

Word
Trade Marks
(Cocktail FM) Registry,
Mumbai.

India

February 23,
2001

10 years
(Subject to
renewal)

10.

976694

Word
(Tadka FM)

16, 9

India

December 12,
2000

10 years
(Subject to
renewal)

11.

975500

Word
Trade Marks
(Mirchi Radio) Registry,
Mumbai.

16

India

December 6,
2000

10 years
(Subject to
renewal)

12.

998076

Word
(Radio
Mirchee)

16

India

March 20,
2001

10 years
(Subject to
renewal)

Trade Marks
Registry,
Mumbai.

Trade Marks
Registry,
Mumbai.
202

31.2

Sr. Trade Mark

No. Number

Trademark
Registered

13.

1242629

14.

Authority

Class Details Territory

Date of
Registration

Validity

Word
Trade Marks
(Radio Mirchi) Registry,
Mumbai.

38

India

October 13,
2003

10 years
(Subject to
renewal)

1242664

Word
(Mr. Hot
Krackpot)

Trade Marks
Registry,
Mumbai

38

India

October, 13
2003

10 years
(Subject to
renewal)

15.

1248607

Word (Its Hot) Trade Marks

Registry,
Mumbai

40

India

November 10,
2003

10 years
(Subject to
renewal)

16.

1242658

Word
(Satellite
Swami)

Trade Marks
Registry,
Mumbai

16,41

India

October 13,
2003

10 years
(Subject to
renewal)

17.

976701

Word (Mirch
Radio)

Trade Marks
Registry,
Mumbai

16

India

December 12,
2000

10 years
(Subject to
renewal)

Date of
Registration

Validity

Trademarks registered outside India

Details of our trademarks registered outside India are as follows:
Sr. Trade Mark
No. Number

Trademark
Registered

Authority

Class Details Territory

1.

13882 of
2003

Logo
Trade Mark
16
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

2.

13880 of
2003

Logo
Trade Mark
38
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

3.

14031 of
2003

Logo
Trade Mark
9
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

4.

05472 of
2004

Logo
Trade Mark
35
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

203

Sr. Trade Mark

No. Number

Trademark
Registered

Authority

Class Details Territory

Date of
Registration

Validity

5.

0573 of 2004 Logo

Trade Mark
41
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region

Hong Kong. December 13,

2002

7 years.

6.

05474 of
2004

Word
Trade Mark
35
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

7.

05475 of
2004

Word
Trade Mark
41
(Radio Mirchi) Registry, Hong
Kong Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

8.

13952 of
2003

Word
Trade Mark
16
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

9.

13881 of
2003

Word
Trade Mark
38
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

10.

13951 of
2003

Word
Trade Mark
9
(Radio Mirchi) Registry,
Hong Kong
Special
Administrative
Region.

Hong Kong. December 13,

2002

7 years.

11.

T02/19503B

Word
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

16

Singapore

December 20,
2002

10 years
(Subject to
renewal)

12.

T02/19506G

Word
Registrar of
(Radio Mirchi) Trade Marks,
Singapore

41

Singapore

December 20,
2002

10 years
(Subject to
renewal)

13.

T02/19505I

Word
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

38

Singapore

December 20,
2002

10 years
(Subject to
renewal)

14.

T02/19504J

Word
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

35

Singapore

December 20,
2002

10 years
(Subject to
renewal)

204

Sr. Trade Mark

No. Number

Trademark
Registered

15.

T02/19502D

16.

Authority

Class Details Territory

Date of
Registration

Validity

Word
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

Singapore

December 20,
2002

10 years
(Subject to
renewal)

T02/19510E

Logo
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

38

Singapore

December 20,
2002

10 years
(Subject to
renewal)

17.

T02/19508C

Logo
Registrar of
(Radio Mirchi) Trade Marks,
Singapore

16

Singapore

December 20,
2002

10 years
(Subject to
renewal)

18.

T02/19507E

Logo
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

Singapore

December 20,
2002

10 years
(Subject to
renewal)

19.

T02/19509A

Logo
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

35

Singapore

December 20,
2002

10 years
(Subject to
renewal)

20.

T02/19511C

Logo
Registrar of
(Radio Mirchi) Trade Marks,
Singapore.

41

Singapore

December 20,
2002

10 years
(Subject to
renewal)

21.

2318476

Word
Trade Marks 9, 16, 35,
(Radio Mirchi) Registry,
38, 41
Great Britain
and Northern
Ireland.

Great
Britain and
Northern
Ireland

December 13,
2002

22.

2318477

Logo
Trade Marks 9, 16, 35,
(Radio Mirchi) Registry,
38, 41
Great Britain
and Northern
Ireland.

Great
Britain and
Northern
Ireland

December 13,
2002

23.

02015469

Word
Registrar of
(Radio Mirchi) Trade Marks,
Malaysia.

35

Malaysia

December 12,
2002

10 years
(Subject to
renewal)

24.

02015467

Word
Registrar of
(Radio Mirchi) Trade Marks,
Malaysia.

41

Malaysia

December 13,
2002

10 years
(Subject to
renewal)

Pending Trademark Applications

Sr. Application date
No.

Trademark Applied for

Authority

Class Details

Territory

1.

ENIL Logo, ENIL and Entertainment

Network India Limited

Registrar of
Trademarks,
Mumbai

9,16,35,38,
41 and 42

India

October 17, 2005

205

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for This Issue
The Board of Directors have, pursuant to a resolution passed at its meeting held on November 5, 2005, authorised the Issue,
subject to the approval of the shareholders of our Company under Section 81 (1A) of the Companies Act.
Our shareholders have authorised the Issue by a special resolution adopted pursuant to Section 81 (1A) of the Companies Act,
passed at the Extraordinary General Meeting held on November 5, 2005.
We have also obtained all necessary contractual approvals required for the Issue. For further information, see Government/
Statutory and Business Approvals on page 196 of this Prospectus.

Prohibition by SEBI
Our Company, our Directors, our Promoters, the directors and persons in control of our Promoters, our Subsidiary, other
companies promoted by our Promoters and companies with which our Directors are associated as directors have not been
prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any
order or direction passed by SEBI.

ELIGIBILITY FOR THIS ISSUE

The Company is eligible for the Issue as per Clause 2.2.2 of the SEBI Guidelines as explained under:

Clause 2.2.2 of the SEBI Guidelines states as follows:

2.2.2 An unlisted company not complying with any of the conditions specified in Clause 2.2.1 may make an initial public
offering (IPO) of equity shares or any other security which may be converted into or exchanged with equity shares at a later
date, only if it meets both the conditions (a) and (b) given below:
(a) (i) The issue is made through the book-building process, with at least 50% of the issue size being allotted to the Qualified
Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded.
OR
(a)(ii) The project has at least 15% participation by Financial Institutions/ Scheduled Commercial Banks, of which at least 10%
comes from the appraiser(s). In addition to this, at least 10% of the issue size shall be allotted to QIBs, failing which the full
subscription monies shall be refunded
AND
(b)(i) The minimum post-issue face value capital of the company shall be Rs. 10 crores.
OR
(b)(ii)There shall be a compulsory market-making for at least 2 years from the date of listing of the shares, subject to the
following:
(a)

Market makers undertake to offer buy and sell quotes for a minimum depth of 300 shares;

(b)

Market makers undertake to ensure that the bid-ask spread (difference between quotations for sale and purchase)
for their quotes shall not at any time exceed 10%;

(c)

The inventory of the market makers on each of such stock exchanges, as of the date of allotment of securities, shall
be at least 5% of the proposed issue of the company.)

The Company is an unlisted company that does not comply with the conditions specified in Clause 2.2.1 of the SEBI Guidelines
and is therefore required to meet both the conditions set forth in clause 2.2.2(a) and clause 2.2.2(b) of the SEBI Guidelines, as
specified above.

The Company will comply with Clause 2.2.2(a)(i) of the SEBI Guidelines and at least 50% of the Net Issue is proposed to
be allotted to QIBs and in the event we fail to do so, the full subscription monies shall be refunded to the Bidders.

206

Further, the Company will comply with Clause 11.3.5(i)(a) and (b) of the SEBI Guidelines, and at least 15% and 35% of the Net
Issue shall be available for allocation to Non-Institutional Bidders and Retail Individual Bidders, respectively.

The Company will also comply with Clause 2.2.2(b)(i) of the SEBI Guidelines and the post-Issue face value capital of the
Company shall be Rs. 463.6 million, which is more than the minimum requirement of Rs. 10 crores (Rs. 100 million).

Hence, the Company is eligible for the Issue under Clause 2.2.2 of the SEBI Guidelines.
The Company undertakes that the number of allottees in the Issue shall be at least 1,000. Otherwise, the entire application
money shall be refunded forthwith. In case of delay, if any, in refund, the Company shall pay interest on the application money
at the rate of 15% per annum for the period of delay. Further, if at least 50% of the Net Issue cannot be allotted to QIBs, then the
entire application money shall be refunded forthwith. In case of delay, if any, in refund, the Company shall pay interest on the
application money at the rate of 15% per annum for the period of delay.

DISCLAIMER CLAUSE
AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY
UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE
DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THIS
ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN
THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, JM MORGAN STANLEY PRIVATE LIMITED
AND ENAM FINANCIAL CONSULTANTS PRIVATE LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT
RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (DISCLOSURE AND
INVESTOR PROTECTION) GUIDELINES, 2000, AS FOR THE TIME BEING IN FORCE. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO
BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY
AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING
LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS,
JM MORGAN STANLEY PRIVATE LIMITED AND ENAM FINANCIAL CONSULTANTS PRIVATE LIMITED, HAVE FURNISHED TO
SEBI DUE DILIGENCE CERTIFICATES DATED NOVEMBER 11, 2005, JANUARY 13, 2006, JANUARY 23, 2006 AND JANUARY
27, 2006 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992. THE DUE DILIGENCE CERTIFICATE
DATED NOVEMBER 11, 2005 READS AS FOLLOWS:
WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES,
PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE
FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE.
ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER
OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THIS
ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE
ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY.
WE CONFIRM THAT:
A)

THE DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS,
MATERIALS AND PAPERS RELEVANT TO THIS ISSUE;

B)

ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE GUIDELINES, INSTRUCTIONS,
ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN
DULY COMPLIED WITH; AND

C)

THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE
THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE.

D)

BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED
WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS ARE VALID.
207

E)

WHEN UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE NET WORTH OF THE UNDERWRITERS TO
FULFIL THEIR UNDERWRITING COMMITMENTS.

All legal requirements pertaining to this issue will be complied with at the time of filing of the Prospectus with the Registrar of
Companies, Maharashtra at Mumbai, in terms of Section 56, Section 60 and Section 60b of the Companies Act.
The filing of the Prospectus does not, however, absolve the company from any liabilities under Section 63 and Section 68 of the
Companies Act or from the requirement of obtaining such statutory and other clearances as may be required for the purpose of
the proposed offer. SEBI further reserves the right to take up at any point of time, with the BRLMs, any irregularities or lapses
in the Prospectus.
All legal requirements pertaining to this issue will be complied with at the time of filing of the Prospectus with the Registrar of
Companies, Maharashtra at Mumbai, in terms of Section 56, Section 60 and Section 60b of the Companies Act.

Disclaimer Statement from the Company and the BRLMs

Investors that bid in the Issue will be required to confirm and will be deemed to have represented to the Company and the
Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or
transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares. The Company and the Underwriters and their respective directors, officers, agents,
affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire Equity Shares.
Our Company and the BRLMs accept no responsibility for statements made otherwise than in this Prospectus or in the
advertisements or any other material issued by or at instance of the above, mentioned entities and anyone placing reliance on
any other source of information, including our website, www.enil.co.in, would be doing so at his or her own risk.
The BRLMs accept no responsibility, save to the limited extent as provided in the Underwriting Agreement dated January 31,
2006 to be entered into between the Underwriters and the Company and the Memorandum of Understanding dated November
5, 2005 between the BRLMs and the Company, as amended by the agreement dated January 10, 2006.
Our Company and the BRLMs shall make all information available to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner whatsoever including at road show
presentations, in research or sales reports or at bidding centers etc.
Neither the Company nor the Syndicate is liable to the Bidders for any failure in downloading the Bids due to faults in any
software/hardware system or otherwise.

Disclaimer in Respect of Jurisdiction

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs,
companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares,
Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to RBI permission), trusts registered under the Societies Registration Act, 1860, as amended from time to time,
or any other trust law and who are authorised under their constitution to hold and invest in shares) and to permitted NonResidents including NRIs, FIIs and eligible foreign investors. This Prospectus does not, however, constitute an invitation to
subscribe to shares Issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation
in such jurisdiction. Any person into whose possession this Prospectus comes is required to inform himself or herself about and
to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s)
in Mumbai only.
No action has been or will be taken to permit a public issuing in any jurisdiction where action would be required for that purpose,
except that this Prospectus has been filed with SEBI for observations and SEBI has given its observations and this Prospectus
has been filed with Registrar of Companies, Maharashtra as per the provisions of the Companies Act. Accordingly, the Equity
Shares, represented thereby may not be issued or sold, directly or indirectly, and this Prospectus may not be distributed, in any
jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this
208

Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the
affairs of the Company from the date hereof or that the information contained herein is correct as of any time subsequent to this
date.

Disclaimer Clause of the Bombay Stock Exchange Limited

The Bombay Stock Exchange Limited (BSE) has given by its letter dated November 29, 2005, permission to the Company to
use BSEs name in this offer document as one of the stock exchanges on which the Companys securities are proposed to be
listed. BSE has scrutinised this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to the Company. BSE does not in any manner:
1.

Warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

2.

Warrant that this companys securities will be listed or will continue to be listed on BSE; or

3.

Take any responsibility for the financial or other soundness of this company, its promoters, its management or any scheme
or project of this company;

and it should not for any reason be deemed or construed that this offer document has been cleared or approved by BSE. Every
person who desires to apply for or otherwise acquires any securities of this company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be
suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.

Disclaimer Clause of the National Stock Exchange of India Limited

As required, a copy of the Draft Red Herring Prospectus has been submitted to the National Stock Exchange of India Limited
(NSE). NSE has given vide its letter ref. NSE/LIST/18875-V dated December 5, 2005, permission to the Company to use the
NSEs name in this Red Herring Prospectus as one of the stock exchanges on which the Companys securities are proposed to
be listed subject to, the Company fulfilling the various criteria for listing including the one related to paid up capital (i.e. the paid
up capital shall not be less than Rs. 100 million and market capitalization shall not be less than Rs. 250 million at the time of the
listing). NSE has scrutinised the Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the
aforesaid permission to the Company. It is to be distinctly understood that the aforesaid permission given by NSE should not in
any way be deemed or construed that the Red Herring Prospectus has been cleared or approved by NSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus; nor does it
warrant that the Companys securities will be listed or will continue to be listed on NSE; nor does it take any responsibility for
the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company.
Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be
suffered by such person consequent to or in connection with such subscription or acquisition whether by reason of anything
stated or omitted to be stated herein or any other reason whatsoever.

Filing
A copy of the Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be
delivered to the Registrar of Companies, Maharashtra at Mumbai. A copy of the Prospectus required to be filed under Section
60 of the Companies Act will be delivered for registration with Registrar of Companies, Maharashtra at Mumbai. A copy of the
Draft Red Herring Prospectus was filed with the Corporation Finance Department of SEBI at Ground Floor, Mittal Court, A Wing,
Nariman Point, Mumbai 400 021.

Listing
Applications have been made to the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited for
permission to deal in and for an official quotation of our Equity Shares. BSE shall be the Designated Stock Exchange.
If the permission to deal in and for an official quotation of our Equity Shares are not granted by any of the Stock Exchanges
mentioned above, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of
this Prospectus. If such money is not repaid within eight days after our Company become liable to repay it from the date of
209

refusal or within 70 days from the Bid/Issue Closing Date, whichever is earlier, then the Company, and every Director of the
Company who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at
the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act.
We shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the
Stock Exchanges mentioned above are taken within seven working days of finalisation and adoption of the Basis of Allotment
for this Issue.

Consents
Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the Auditors, Bankers to the Company
and Bankers to this Issue; and (b) Book Running Lead Managers to this Issue and Syndicate Members, Escrow Collection Banks,
Registrar to this Issue and legal advisors to the Company to act in their respective capacities, have been obtained and filed along
with a copy of the Red Herring Prospectus with the Registrar of Companies, Maharashtra at Mumbai as required under Sections
60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of this Prospectus for
registration with the Registrar of Companies, Maharashtra.
Price Waterhouse & Co., our statutory auditors have given their written consent to the inclusion of their report in the form and
context in which it appears in this Prospectus and such consent and report has not been withdrawn up to the time of delivery
of this Prospectus for registration with the Registrar of Companies, Maharashtra.
Sunil Chopra & Co., have given their written consent to the tax benefits accruing to our Company and its members in the form
and context in which it appears in this Prospectus and has not withdrawn such consent up to the time of delivery of this
Prospectus for registration with the Registrar of Companies, Maharashtra .

Expert Opinion
Except as stated elsewhere in this Prospectus, we have not obtained any expert opinions.

Expenses of the Issue

The expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and
distribution expenses, legal fees, statutory advertisement expenses and listing fees. The estimated Issue expenses are as
follows:
(Rs. in million)
Activity

Expenses

Lead management, underwriting and selling commission

64

Advertisement and marketing expenses

30

Printing, stationery including transportation of the same

32

Other (Registrars fees, legal fees, listing fees, etc.)

10

Total Estimated Issue Expenses

136

Fees Payable to the Book Running Lead Managers

The total fees payable to the Book Running Lead Managers including brokerage and selling commission for the Issue will be as
stated in the Engagement Letter executed between the Company and the BRLMs dated August 31, 2005, copy of which is
available for inspection at our Registered Office.

Fees Payable to the Registrar to this Issue

The fees payable to the Registrar to this Issue will be as per the memorandum of understanding dated November 8, 2005, a
copy of which is available for inspection at our corporate office.
Adequate funds will be provided to the Registrar to the Issue to enable them to send refund orders or allotment advice by
210

registered post/speed post/under certificate of posting.

Commission and Brokerage on Previous Issues
Since this is the initial public offering of the Equity Shares, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring for, or agreeing to procure subscription for any of the Equity Shares of the Company since its
inception.

Previous Rights and Public Issues

We have not made any previous rights and public issues during the last five years.

Outstanding Debentures or Bonds

As on the date of filing of this Prospectus, the Company does not have any outstanding debenture or bond Issue.

Outstanding Preference Shares

As on the date of filing of this Prospectus, the Company does not have any outstanding preference shares.

Issues otherwise than for Cash

Except as stated in the section titled Capital Structure beginning on page 19 of this Prospectus, we have not issued any Equity
Shares for consideration otherwise than for cash.

Companies Under the same Management

There are no companies under the management within the meaning of section 370(1B) of the Companies Act, 1956, other than
our Subsidiary, Promoters and Promoter group companies details of which are provided in the section titled Our Subsidiary on
page 98 of this Prospectus.

Option to Subscribe
Equity Shares offered through the Red Herring Prospectus can be applied for in dematerialized form only.

Stock Market Data for our Equity Shares

This being an initial public offering of our Company, the Equity Shares of our Company are not listed on any stock exchange.

Particulars Regarding Public Issues during the Last Five Years

We have not made any public issues during the last five years.

Promise versus Performance Previous Issues of Group Companies

For details of the promise versus performance of our Promoter group companies, please see Our Promoter Group Companies
beginning on page 100 of this Prospectus.

Mechanism for Redressal of Investor Grievances

The memorandum of understanding between the Registrar to this Issue and us will provide for retention of records with the
Registrar to this Issue for a period of at least one year from the last date of dispatch of the letters of allotment, demat credit and
refund orders to enable the investors to approach the Registrar to this Issue for redressal of their grievances.
All grievances relating to this Issue may be addressed to the Registrar to this Issue, giving full details such as name, address of
the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection center where
the application was submitted.

Disposal of Investor Grievances by the Company

We estimate that the average time required by us or the Registrar to this Issue for the redressal of routine investor grievances
will be seven business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where
211

external agencies are involved, we will seek to redress these complaints as expeditiously as possible.
Our Company has appointed Mr. Anil Fernandes, Vice President Legal and Company Secretary as the Compliance Officer and
he may be contacted at Trade Gardens, Ground Floor, Kamla Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai
400 013, Tel: +91 5553 6983, Fax: + 91 5553 6900. Investors may contact him in case of any Pre-Issue or Post-Issue
problems.

Changes in Auditors during the last three financial years and reasons therefor
There have been no changes of the auditors of our Company in the last three years.

Capitalisation of Reserves or Profits

The Company has not capitalised its reserves or profits at any time since inception.

Revaluation of Assets
The Company has not revalued its assets in the past five years.

Other Disclosures
The Promoter group, the directors of the Promoters, the Promoter group companies or the Directors have not purchased or sold
any securities of the Company during a period of six months pending the date on which this Prospectus is filed with SEBI except
as disclosed in the chapter titled Capital Structure on page 19 of this Prospectus.

Interest of Promoters and Directors

Except as stated in this Prospectus, the Promoters do not have any interest in the business of ENIL, except to the extent of
investments made by them in the Company and the returns earned thereon. We have entered into various agreements/
transactions with our Promoter, group companies and other companies on an arms length basis. For further details please refer
to chapter titled Related Party Transactions on page 110 of this Prospectus.
The Directors of our Company may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings of the Board or a committee thereof as well as to the extent of other remuneration, reimbursement of expenses
payable to them under our Articles of Association. All our Directors may also be deemed to be interested to the extent of Equity
Shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to them, out of
the present Issue in terms of this Prospectus and also to the extent of any dividend payable to them and other distribution in
respect of the said Equity Shares.

Payment or Benefit to Officers of the Company

Except as stated in this Prospectus, no amount or benefit has been paid or given or is intended to be paid or given during the
preceding two years to any of its officers except for the normal remuneration paid to Directors, officers or employees since the
incorporation of the Company. None of the beneficiaries of loans, advances and sundry debtors are related to the Companys
Directors.

212

SECTION VII ISSUE RELATED INFORMATION

ISSUE STRUCTURE
Public Issue of 12,000,000 Equity Shares of face value Rs. 10 each at a price of Rs. 162 for cash aggregating Rs. 1,944.00 million
(hereinafter referred to as the Issue) including an Employee Reservation Portion of 200,000 Equity Shares for subscription by
Employees at the Issue Price, and the Issue would constitute 25.88% of the post Issue paid-up capital of the Company
assuming that the Green Shoe Option is not exercised and 27.75% of the post Issue paid-up capital of the Company assuming
that the Green Shoe Option is exercised in full. The Net Issue will comprise 11,800,000 Equity Shares of face value Rs.10 each
at a price of Rs. 162 per Equity Share, aggregating Rs. 1,911.60 million.
If at least 50% of the Net Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. The
Issue is being made through the 100% Book Building Process:
Note: Pursuant to Press Note No. 6 (2005 Series), dated November 15, 2005, the Ministry of Commerce & Industry, Department
of Industrial Policy & Promotion has permitted foreign investment, including foreign direct investment, NRI and PIO investments
and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio broadcasting services,
subject to such terms and conditions as specified from time to time by the MIB. By a letter dated November 28, 2005, the RBI
has confirmed to us that pursuant to Press Note No. 6, foreign investment, including foreign direct investment, NRI and PIO
investments and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio broadcasting
services is permitted. Amendments to the FEMA Regulations to reflect the policy changes notified pursuant to Press Note No.
6 are awaited. Investors should also refer to the section titled Foreign Investment Restrictions under the Phase II Policy at
page 222 of this Prospectus.
Employees
Number of Equity Up to 200,000 Equity
Shares*
Shares

Percentage of Issue
Size available for
allocation

QIBs

Non-Institutional
Bidders

At least 5,900,000 Equity At least 1,770,000

Shares must be allotted to Equity Shares shall be
available
for
QIBs.
allocation.

Up to 1.48% of the At least 50% of the Net Issue

(of which 5% shall be
Issue
reserved for Mutual Funds)
less allocation to NonInstitutional Bidders and
Retail Individual Bidders.*

Retail Individual
Bidders
At least 4,130,000
Equity Shares shall be
available
for
allocation.

At least 15% of the

Net
Issue
less
allocation to QIBs and
Retail Portion*

At least 35% of the

Net
Issue
less
allocation to QIBs and
Non-Institutional
Portion.*

Proportionate

Proportionate

Mutual Funds participating in

the 5% reservation in the
QIB Portion will also be
eligible for allocation in the
remaining QIB Portion. The
unsubscribed portion, if any,
in the Mutual Fund
reservation will be available
to QIBs.
Basis of allocation if Proportionate
respective category
is oversubscribed

Proportionate
(a) 295,000 Equity Shares
shall be available for
allocation
on
a
proportionate basis to
Mutual Funds; and
213

Employees

QIBs

Non-Institutional
Bidders

Retail Individual
Bidders

(b) 5,900,500 Equity Shares

shall be allotted on a
proportionate basis to all
QIBs, including Mutual
Funds
receiving
allocation as per (a)
above.
Minimum Bid

40 Equity Shares and

thereafter in multiple of
40 Equity Shares

Such number of Equity

Shares that the Bid Amount
exceeds Rs. 100,000 and in
multiples of 40 Equity
Shares thereafter.

Such number of
Equity Shares that the
Bid Amount exceeds
Rs 100,000 and in
multiples of 40 Equity
Shares thereafter.

40 Equity Shares and

in multiples of 40
Equity
Shares
thereafter

Maximum Bid

Not
exceeding Not exceeding the size of the
Rs. 6, 000 Equity Shares Issue subject to regulations
as applicable to the Bidder

Not exceeding the

size of the Issue
subject to regulations
as applicable to the
Bidder

Such number of
Equity Shares per
Retail
Individual
Bidder so as to ensure
that the Bid Amount
does not exceed Rs.
100,000

Mode of Allotment

Compulsorily
in
dematerialized form.

Compulsorily
dematerialized form.

Compulsorily
in Compulsorily
in
dematerialized form. dematerialized form.

Trading Lot

One Equity Share

One Equity Share

One Equity Share

One Equity Share

Who can Apply **

a) P e r m a n e n t
employees of the
Company,
its
Subsidiary and TIML
as on the date of
filing the Red
Herring Prospectus;
and

Public financial institutions,

as specified in Section 4A of
the Companies Act: FIIs
registered with SEBI
scheduled commercial
banks, mutual funds, venture
capital funds registered with
SEBI, multilateral and
bilateral
development
financial institutions, foreign
venture capital investors
registered with SEBI, State
Industrial Development
Corporations, permitted
insurance
companies
registered with the Insurance
Regulatory
and
Development Authority,
provident funds with
minimum corpus of Rs. 250
million and pension funds
with minimum corpus of Rs.
250 million in accordance
with applicable law.

Resident
Indian
individuals, HUFs (in
the name of karta),
companies, corporate
bodies, societies and
trusts.

Individuals (including
HUFs in the name of
karta) applying for
Equity Shares such
that the Bid Amount
per Retail Individual
Bidder does not
exceed Rs. 100,000 in
value.

b) A Director of the
Company or a
director of the
Subsidiary or TIML
(whether a wholetime, part time
Director
or
otherwise) except
for directors who are
a part of the
Promoter group.

214

in

Employees

QIBs

Non-Institutional
Bidders

Retail Individual
Bidders

Terms of Payment

Full Bid Amount on

Bidding unless waived
by members of the
Syndicate.

Margin Amount applicable to

QIB Bidders at the time of
submission of Bid-cumApplication Form to the
Member of Syndicate.

Margin
Amount
applicable to Noninstitutional Bidder at
the
time
of
submission of Bidcum-Application
Form to the Member
of Syndicate.

Margin
Amount
applicable to Retail
Individual Bidder at
the
time
of
submission of Bidcum-Application
Form to the Member
of Syndicate.

Margin Amount

Full Bid Amount on

Bidding

10% of the Bid Amount in Full Bid Amount on

respect of bids placed by QIB Bidding.
Bidder on Bidding.

Full Bid Amount on

Bidding.

Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional and
Retail Individual categories would be allowed to be met with spillover inter-se from any of the other categories, at the sole
discretion of the Company, the BRLMs and subject to applicable provisions of the SEBI Guidelines.

**

In case the Bid-cum-Application Form is submitted in joint names, the investors should ensure that the demat account is
also held in the same joint names and in the same sequence in which they appear in the Bid-cum-Application Form.

If the aggregate demand by Mutual Funds is less than 295,000 Equity Shares, the balance Equity Shares available for
allocation in the Mutual Fund reservation will first be added to the QIB Portion and be allocated proportionately to the QIB
Bidders in proportion to their Bids. The unsubscribed portion, if any, out of the Equity Shares reserved for allotment to
Employees will be added back to the Net Issue and proportionate allocation of the same would be at the sole discretion of
the Company in consultation with the BRLMs.
As per Chapter VIIIA of the SEBI Guidelines, the Green Shoe Option will be utilised for stabilising the post-listing price of the
Equity Shares. We have appointed Enam Financial Consultants Private Limited as the Stabilising Agent. The Green Shoe Option
consists of the option to over Allot up to 1,200,000 Equity Shares at a price of Rs. 162 per share aggregating Rs. 1,94.40 million
representing upto 10% of the Issue, exercisable during the period commencing from the date of obtaining trading permission
from the Stock Exchanges for the Equity Shares of our Company and ending 30 days thereafter, unless terminated earlier by the
Stabilising Agent. The Green Shoe Option will be exercised at the discretion of the BRLM and the Company with respect to
Equity Shares that are owned by TIML. TIML as the Green Shoe Lender has agreed to lend up to 1,200,000 Equity Shares to the
Stabilising Agent, in the event that the Green Shoe Option is exercised by Stabilising Agent. The allotment of the Over
Allotment Shares shall be done pro-rata with respect to the proportion of Allotment in the Issue to various categories.

Notice to QIBs: Allotment Reconciliation and Revised CANs

After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bids uploaded on the BSE/
NSE system. Based on the electronic book, QIBs may be sent a CAN, indicating the number of Equity Shares that may be
allocated to them. This CAN is subject to the basis of final Allotment, which will be approved by the Designated Stock
Exchange and reflected in the reconciled book prepared by the Registrar. Subject to SEBI Guidelines, certain Bid applications
may be rejected due to technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details,
etc., and these rejected applications will be reflected in the reconciliation and basis of Allotment as approved by the Designated
Stock Exchange. In addition, there are foreign investment limitations applicable to the Company, which may result in a change
(including potentially a decrease) in the number of Equity Shares being finally Allotted to non-resident investors (including
FIIs). As a result, a revised CAN may be sent to QIBs and the allocation of Equity Shares in such revised CAN may be different
from that specified in the earlier CAN. QIBs should note that they may be required to pay additional amounts, if any, by the Payin Date specified in the revised CAN, for any increased allocation of Equity Shares. The CAN will constitute the valid, binding
and irrevocable contract (subject only to the issue of a revised CAN) for the QIB to pay the entire Issue Price for all the Equity
Shares allocated to such QIB. The revised CAN, if issued, will supersede in entirety the earlier CAN.

215

Withdrawal of this Issue

The Company, in consultation with the BRLMs, reserves the right not to proceed with this Issue at any time, including after the
Bid/ Issue Opening Date without assigning any reason therefore.

Bidding Period / Issue Period

BID / ISSUE OPENED ON

JANUARY 23, 2006

BID / ISSUE CLOSED ON

JANUARY 27, 2006

Bids and any revision in bids shall be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) during the Bidding
Period as mentioned above at the bidding centers mentioned on the Bid-cum-Application Form and uploaded till such time as
may be permitted by the BSE and NSE on the Bid/Issue Closing Date.
The Company reserves the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines. The cap
on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately
preceding sentence the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision
of the Price Band, subject to the Bidding Period / Issue Period not exceeding ten working days. Any revision in the Price Band
and the revised Bid/ Issue Period, if applicable, will be widely disseminated by notification to the BSE and NSE by issuing a press
release, and also by indicating the change on the web site and at the terminals of the members of the Syndicate.

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TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, the Memorandum and Articles of the
Company, the terms of this Prospectus, Bid-cum-Application Form, the Revision Form, the CAN and other terms and conditions
as may be incorporated in the allotment advice, and other documents/certificates that may be executed in respect of this Issue.
The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to this Issue of
capital and listing and trading of securities issued from time to time by SEBI, Government of India, Reserve Bank of India, Stock
Exchanges, Registrar of Companies and/or other authorities, as in force on the date of this Issue and to the extent applicable.
Investors should note that pursuant to Press Note No. 6 (2005 Series), dated November 15, 2005, the Ministry of Commerce &
Industry, Department of Industrial Policy & Promotion has permitted foreign investment, including foreign direct investment,
NRI and PIO investments and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio
broadcasting services, subject to such terms and conditions as specified from time to time by the MIB. By a letter dated
November 28, 2005, the RBI has confirmed to us that pursuant to Press Note No. 6, foreign investment, including foreign direct
investment, NRI and PIO investments and portfolio investment, in an aggregate amount up to 20% equity in companies
providing FM radio broadcasting services is permitted. Amendments to the FEMA Regulations to reflect the policy changes
notified pursuant to Press Note No. 6 are awaited. Investors should also refer to the section titled Foreign Investment
Restrictions under the Phase II Policy at page 222 of this Prospectus.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of our Memorandum and Articles and shall rank pari passu in
all respects with the other existing Equity Shares of the Company including rights in respect of dividend. The Allottees will be
entitled to dividend or any other corporate benefits, if any, declared by the Company after the date of Allotment. See the
section titled Main Provisions of the Articles of Association of the Company beginning on page 242 of this Prospectus for a
description of the Articles of Association.

Mode of Payment of Dividend

We shall pay dividend to our shareholders as per the provisions of the Companies Act, 1956.

Face Value and Issue Price

The Equity Shares with a face value of Rs. 10 each issued in terms of this Prospectus at a price of Rs. 162 per share. At any given
point of time, there shall be only one denomination for the Equity Shares of the Company, subject to applicable laws.

Compliance with SEBI Guidelines

We shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, the equity shareholders shall have the following rights:

Right to receive dividend, if declared;

Right to attend general meetings and exercise voting powers, unless prohibited by law;

Right to vote on a poll either in person or by proxy;

Right to receive Annual Reports, and notices to members;

Right to receive offers for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation;

Right of free transferability; and

Such other rights, as may be available to a shareholder of a listed public company under the Companies Act and Articles
of Association of the Company.

For further details on the main provisions of the Companys Articles of Association dealing with voting rights, dividend,
forfeiture and lien, transfer and transmission and/or consolidation/splitting, see Main Provisions of the Articles of Association
of the Company beginning on page 242 of this Prospectus.

217

Market Lot
In terms of Section 68B of the Companies Act, the Equity Shares of the Company shall be allotted only in dematerialized form.
In terms of existing SEBI Guidelines, the trading in the Equity Shares of the Company shall only be in dematerialized form for
all investors.
Since trading of our Equity Shares will be in dematerialized mode, the tradable lot is one equity share.
Allocation and allotment of Equity Shares through this Issue will be done only in electronic form in multiples of one Equity
Shares to the successful Bidders subject to a minimum Allotment of 40 Equity Shares. For details of allocation and allotment,
see Other Regulatory and Statutory Disclosures on page 206 of this Prospectus.

Jurisdiction
The jurisdiction for the purpose of this Issue is with competent courts/authorities in Mumbai, India.

Nomination Facility to the Investor

In accordance with Section 109A of the Companies Act, the sole or first bidder, along with other joint bidder, may nominate any
one person in whom, in the event of the death of sole bidder or in case of joint bidders, death of all the bidders, as the case may
be, the Equity Shares transferred, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the
death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages
to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity
share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation
of equity share(s) by the person nominating.
In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of
Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either:
a.

to register himself or herself as the holder of the Equity Shares; or

b.

to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.
Since the allotment of Equity Shares in this Issue will be made only in dematerialized mode, there is no need to make a
separate nomination with us. Nominations registered with respective depository participant of the applicant would prevail.
If the investors require to change the nomination, they are requested to inform their respective depository participant.

Application by Eligible NRIs/FIIs registered with SEBI and FVCIs registered with SEBI
It is to be distinctly understood that there is no reservation for NRIs or FIIs registered with SEBI or FVCIs registered with SEBI.
Such NRIs, FIIs registered with SEBI or FVCIs registered with SEBI will be treated on the same basis as other categories for the
purpose of allocation.

Minimum Subscription
If the Company does not receive the minimum subscription of 90% of the Issue amount less the Employee Reservation Portion
including devolvement of the Syndicate Member, if any, within 60 days from the Bid/Issue Closing Date, the Company shall
forthwith refund the entire subscription amount received. If there is a delay beyond eight days after the Company becomes
liable to pay the amount, the Company shall pay interest as per Section 73 of the Companies Act.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the
United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
The Equity Shares are being offered and sold only outside the United States in compliance with Regulation S and the
applicable laws of the jurisdiction where those offers and sales occur.

218

ISSUE PROCEDURE
Book Building Procedure
The Issue is being made through the 100% Book Building Process wherein atleast 50% of the Net Issue shall be available for
allocation to QIB Bidders on a proportionate basis out of which 5% shall be available for allocation on a proportionate basis to
Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all Qualified
Institutional Buyers, including Mutual Funds, subject to valid Bids being received at or above Issue Price. Further, not less than
35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and not less than 15%
of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being
received at or above the Issue Price.
Bidders are required to submit their Bids through the members of the Syndicate. We, in consultation with the BRLMs reserve
the right to reject any QIB Bid procured by any or all members of the Syndicate provided the rejection is at the time of receipt
of such Bids and the reason for rejection of the Bid is communicated to the Bidder at the time of rejection of the Bid. In case of
Non-Institutional Bidders and Retail Individual Bidders, the Company would have a right to reject the Bids only on technical
grounds.
Investors should note that Equity Shares will be allotted to successful Bidders only in the dematerialized form. Bidders will
not have the option of getting Allotment in physical form. The Equity Shares, on Allotment, shall be traded only in the
dematerialized segment of the Stock Exchanges.

Bid-cum-Application Form
Bidders shall only use the specified Bid-cum-Application Form bearing the stamp of a member of the Syndicate for the purpose
of making a Bid in terms of the Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in
the Bid-cum-Application Form and such options shall not be considered as multiple bids. Upon the allocation of Equity Shares,
dispatch of the Confirmation of Allocation Note (CAN), and filing of the Prospectus with the Registrar of Companies, Maharashtra,
the Bid-cum-Application Form shall be considered as the Application Form. Upon completing and submitting the Bid-cumApplication Form to a member of the Syndicate, the Bidder is deemed to have authorised the Company to make the necessary
changes in the Red Herring Prospectus and the Bid-cum-Application Form as would be required for filing the Prospectus with
the Registrar of Companies, Maharashtra and as would be required by Registrar of Companies, Maharashtra after such filing,
without prior or subsequent notice of such changes to the Bidder.
The prescribed colour of the Bid-cum-Application Form for various categories is as follows:
Category

Colour of Bid-cum-Application Form

Indian public, NRIs applying on a non-repatriation basis

White

Non-residents, NRIs, or FIIs or Foreign Venture Capital Funds

registered with SEBI, Multilateral and Bilateral Development
Financial Institutions applying on a repatriation basis

Blue

Employees

Pink

The Bids received under the Employee Reservation Category will not be considered in the book building process and the
determination of the Issue Price.

Who can Bid

1.

Indian nationals resident in India who are majors, in single or joint names (not more than three);

2.

Hindu Undivided Families or HUFs in the individual name of the Karta. The Bidder should specify that the Bid is being
made in the name of the HUF in the Bid-cum-Application Form as follows: Name of sole or first Bidder: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta. Bids by HUFs would be considered at par
with those from individuals;

219

3.

Companies and corporate bodies not having majority ownership and control of persons resident outside India and societies
registered under the applicable laws in India and authorised to invest in the Equity Shares;

4.

Indian Mutual Funds registered with SEBI;

5.

Indian Financial Institutions, commercial banks (excluding foreign banks), regional rural banks, co-operative banks (subject
to RBI regulations, as applicable);

6.

Venture Capital Funds registered with SEBI, subject to compliance with applicable laws, rules, regulations, guidelines and
approvals in the Issue;

7.

State Industrial Development Corporations;

8.

NRIs and FIIs on a repatriation basis or a non-repatriation basis, subject to compliance with applicable laws, rules, regulations,
guidelines and approvals in the Issue;

9.

Foreign Venture Capital Investors registered with SEBI, subject to compliance with applicable laws, rules, regulations,
guidelines and approvals in the Issue;

10. NRIs and FIIs on a repatriation basis or a non-repatriation basis subject to applicable laws;
11. Insurance companies registered with the Insurance Regulatory and Development Authority;
12. Provident funds with minimum corpus of Rs. 250 million and who are authorised under their constitution to hold and
invest in Equity Shares;
13. Pension funds with minimum corpus of Rs. 250 million and who are authorised under their constitution to hold and invest
in Equity Shares;
14. Permanent employees or Directors (whether a whole-time director, part time director or otherwise) of the Company, TIML
or TIMPL, who are Indian Nationals, based in India and physically present in India on the date of submission of the Bid-cumApplication Form. The permanent employees should be on the payroll of Entertainment Network (India) Limited, TIML or
TIMPL, as the case may be, as on the date of filing the Prospectus with the Registrar of Companies;
15. Trust/ society registered under the Societies Registration Act, 1860, as amended, or under any other law relating to trusts/
society and who are authorised under their constitution to hold and invest in Equity Shares;
16. Scientific and/ or industrial research organizations authorised to invest in Equity Shares; and
17. Multilateral and bilateral development financial institutions.

As per existing regulations, OCBs cannot Bid in this Issue.

Note: The BRLMs and Syndicate Members shall not be entitled to subscribe to this Issue in any manner except towards
fulfilling their underwriting obligation.
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of
Equity Shares that can be held by them under the relevant regulations or statutory guidelines.

As per the current regulations, the following restrictions are applicable for investments by Mutual Funds:
No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of
any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific
funds. No Mutual Fund under its scheme should own more than 10% of any companys paid-up capital carrying voting rights.
Further, Bidders may bid as per the limits prescribed above.

As per current regulations, the following restrictions are applicable for investment by FIIs, FVCIs and
NRIs:
Investors should note that pursuant to Press Note No. 6 (2005 Series), dated November 15, 2005, the Ministry of Commerce &
Industry, Department of Industrial Policy & Promotion has permitted foreign investment, including foreign direct investment,
NRI and PIO investments and portfolio investment, in an aggregate amount up to 20% equity in companies providing FM radio
broadcasting services, subject to such terms and conditions as specified from time to time by the MIB. By a letter dated
November 28, 2005, the RBI has confirmed to us that pursuant to Press Note No. 6, foreign investment, including foreign direct
220

investment, NRI and PIO investments and portfolio investment, in an aggregate amount up to 20% equity in companies
providing FM radio broadcasting services is permitted. Amendments to the FEMA Regulations to reflect the policy changes
notified pursuant to Press Note No. 6 are awaited.

Bids by NRIs
Bid cum Application Forms have been made available for NRIs at the registered and corporate office of the Company.
NRI applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall be
considered for allotment under the NRI category. The NRIs who intend to make payment through Non-Resident Ordinary (NRO)
accounts shall use the form meant for Resident Indians (white in colour). All instruments accompanying Bids shall be payable
in Mumbai only.

Bids by FIIs
As per the current regulations, the following restrictions are applicable for investments by FIIs:
The issue of Equity Shares to a single FII should not exceed 10% of our post-Issue issued capital (i.e. 10% of 46,363,665 Equity
Shares ) Equity Shares. In respect of an FII investing in our Equity Shares on behalf of its sub-accounts, the investment on behalf
of each sub-account shall not exceed 10% of our total issued capital or 5% of our total issued capital in case such sub-account
is a foreign corporate or an individual, together with the existing shareholding of such sub account.

Bids by NRIs or FIIs on a Repatriation Basis

Bids and revision to Bids must be made:

On the Bid cum Application Form or Revision Form, as applicable, (Blue in colour), and completed in full in BLOCK
LETTERS in ENGLISH in accordance with the instructions contained therein.
In a single or joint names (not more than three).
Bids by NRIs for a Bid Amount of up to or less than Rs. 100,000 would be considered under the Retail Individual Bidders
Portion for the purposes of allocation and Bids for a Bid Amount of more than or equal to Rs. 100,000 would be considered
under Non Institutional Bidder Portion for the purposes of allocation; by FIIs or Foreign Venture Capital Fund, Multilateral
and Bilateral Development Financial Institutions for a minimum of such number of Equity Shares and in multiples of 10
Equity Shares thereafter so that the Bid Amount exceeds Rs. 100,000; for further details, please refer to the sub-section
titled Maximum and Minimum Bid Size on page 222 of this Prospectus.
In the names of individuals or in the names of FIIs or in the names of Foreign Venture Capital Fund, Multilateral and Bilateral
Development Financial Institutions but not in the names of minors, firms or partnerships, foreign nationals or their
nominees or OCBs.

Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and / or
commission. In case of Bidders who remit money payable upon submission of the Bid cum Application Form or Revision Form
through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other
freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will
be despatched by registered post/speed post or if the Bidders so desire, will be credited to their NRE accounts, details of which
should be furnished in the space provided for this purpose in the Bid cum Application Form. Our Company will not be responsible
for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

Bids by SEBI-registered Venture Capital Funds and Foreign Venture Capital Investors
As per the current regulations, the following restrictions are applicable for SEBI registered Venture Capital Funds and
Foreign Venture Capital Investors:
The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 prescribe
investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Accordingly, the
holding by any individual venture capital fund or foreign venture capital investor registered with SEBI in any company should
not exceed 33.33% of the corpus of the venture capital fund/ foreign venture capital investor.
221

The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any amendments
or modification or changes in applicable laws or regulations, which may happen after the date of this Prospectus. Bidders
are advised to make their independent investigations and ensure that their number of Equity Shares bid for do not exceed
the applicable limits under laws or regulations.

Foreign Investment Restrictions under the Phase II Policy

As per the Phase II Policy, the following restrictions are applicable to foreign investments in the Company:
Total foreign investment, including foreign direct investment (FDI) as defined by the RBI, including FDI by OCBs/NRIs/PIOs
etc., portfolio investments by FIIs (within limits prescribed by RBI) and borrowings, if these carry conversion options, is
permitted to the extent of not more than 20% of the paid up equity in the entity holding a permission for a radio channel, subject
to the following conditions:
(a)

One Indian individual or company owns more than 50% of the paid up equity excluding the equity held by banks and other
lending institutions;

(b)

The majority shareholder exercises management control over the applicant entity;

(c)

Has only resident Indians as directors on the board; and

(d)

All key executive officers of the applicant entity are resident Indians.

The above information is given for the benefit of the Bidder. Our Company and the BRLMs are not liable for any amendments
or changes in applicable laws or regulations, which may happen after the date of this Prospectus. Bidders are advised to make
their independent investigations and confirm that the number of Equity Shares that they Bid for do not exceed limits under
applicable laws or regulations.
Please note that the above restrictions are in addition to those imposed by Press Note No. 6 (2005 Series), dated November
15, 2005, issued by the Ministry of Commerce & Industry, Department of Industrial Policy & Promotion.

Maximum and Minimum Bid Size

(a)

For Retail Individual Bidders: The Bid must be for a minimum of 40 Equity Shares and in multiples of 40 Equity Shares
thereafter, subject to maximum Bid amount of Rs. 100,000. In case the maximum Bid amount is more than Rs. 100,000
then the same would be considered for allocation under the Non-Institutional Bidders category. The Cut-off option is given
only to the Retail Individual Bidders indicating their agreement to bid and purchase at the final Issue Price as determined
at the end of the Book Building Process.

(b)

For Non-Institutional Bidders and QIBs Bidders: The Bid must be for a minimum of such Equity Shares such that the Bid
Amount exceeds Rs. 100,000 and in multiples of 40 Equity Shares thereafter. A Bid cannot be submitted for more than the
size of the Net Issue. However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them
by the regulatory or statutory authorities governing them. Under existing SEBI guidelines, a QIB Bidder cannot withdraw
its Bid after the Bid/Issue Closing Date.
In case of revision of bids, the Non Institutional Bidders who are individuals have to ensure that the Bid Amount is greater
than Rs. 100,000. In case the Bid Amount reduces to Rs. 100,000 or less due to a revision in Bids, the same would be
considered for allocation under the Retail portion. Non Institutional Bidders and QIB Bidders are not allowed to Bid at CutOff.

(c)

For Employees of the Company, its Subsidiary and its Holding Company, TIML: The Bid must be for a minimum of 40
Equity shares and in multiples of 40 thereafter, subject to a maximum Bid for 6,000 Equity Shares. The Bid must be in the
name of the Employee. Bidders in the Employee Reservation portion may bid at Cut-Off Price provided that the Bid is for
an amount less than Rs. 100,000. Allotment in this category will be on a proportionate basis.

Information for Bidders

(a)

Our Company has filed the Red Herring Prospectus with the Registrar of Companies, Maharashtra.

(b)

The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the Bid-cum-Application
Form to potential investors.
222

(c)

Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring Prospectus and/ or
the Bid-cum-Application Form can obtain the same from our Registered or Corporate Office or from any of the BRLMs/
Syndicate Members.

(d)

Investors who are interested in subscribing for our Companys Equity Shares should approach any of the BRLMs or
Syndicate Member or their authorised agent(s) to register their Bid.

(e)

The Bids should be submitted on the prescribed Bid-cum-Application Form only. Bid-cum-Application Forms should bear
the stamp of the members of the Syndicate. Bid-cum-Application Forms, which do not bear the stamp of the members of
the Syndicate, will be rejected.

Method and Process of Bidding

(a)

Our Company and the BRLMs shall declare the Bid/Issue Opening Date, Bid/Issue Closing Date and Price Band at the time
of filing the Red Herring Prospectus with Registrar of Companies, Maharashtra and also publish the same in one English
national daily, one Hindi national daily and one regional newspaper. This advertisement shall contain the disclosures as
prescribed under SEBI Guidelines. The BRLMs and Syndicate Members shall accept Bids from the Bidders during the
Issue Period. This advertisement, subject to the provisions of Section 66 of the Companies Act shall be in the form
prescribed in Schedule XXA of the SEBI DIP Guidelines, as amended by SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/
25/1 dated January 25, 2005. The Members of the Syndicate shall accept Bids from the Bidders during the Issue Period in
accordance with the terms of the Syndicate Agreement.

(b)

Investors who are interested in subscribing for our Equity Shares should approach any of the members of the Syndicate
or their authorised agent(s) to register their Bid.

(c)

The Bidding Period shall be a minimum of three working days and shall not exceed seven working days. In case the Price
Band is revised, the revised Price Band and Bidding Period will be published in two national newspapers (one each in
English and Hindi) and one regional newspaper by indicating on the websites of the BRLMs and at the terminals of the
members of the Syndicate. The Bidding Period may be extended, if required, by an additional three working days, subject
to the total Bidding Period not exceeding 10 working days.

(d)

Each Bid-cum-Application Form will give the Bidder the choice to bid for up to three optional prices (for details refer to the
paragraph entitled Bids at Different Price Levels below on page 224 of this Prospectus) and specify the demand (i.e. the
number of Equity Shares bid for) in each option. The price and demand options submitted by the Bidder in the Bid-cumApplication Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of
the Issue Price, the maximum number of Equity Shares bid for by a Bidder at or above the Issue Price will be considered
for allocation and the rest of the Bid(s), irrespective of the Bid price, will become automatically invalid.

(e)

The Bidder cannot bid on another Bid-cum-Application Form after his or her Bids on one Bid-cum-Application Form have
been submitted to any member of the Syndicate. Submission of a second Bid-cum-Application Form to either the same
or to another member of the Syndicate will be treated as multiple bids and is liable to be rejected either before entering
the Bid into the electronic bidding system, or at any point of time prior to the allocation or allotment of Equity Shares in this
Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the
paragraph Build up of the Book and Revision of Bids on page 226 of this Prospectus.

(f)

During the Bidding Period, Bidders may approach the members of the Syndicate to submit their Bid. Every member of the
Syndicate shall accept Bids from all clients / investors who place orders through them and shall have the right to vet the
Bids.

(g)

Along with the Bid-cum-Application Form, all Bidders will make payment in the manner described under the paragraph
Terms of Payment on page 225 of this Prospectus.

(h)

The BRLMs and Syndicate Member will enter each bid option into the electronic bidding system as a separate Bid and
generate a Transaction Registration Slip, (TRS), for each price and demand option and give the same to the Bidder.
Therefore, a Bidder can receive up to three TRSs for each Bid-cum-Application Form. It is the responsibility of the Bidder
to obtain the TRS from the members of the Syndicate.

223

Bids at Different Price Levels

(a)

The Price Band has been fixed at Rs. 144 to Rs. 162 per Equity Share of Rs. 10 each, Rs. 144 being the Floor Price and Rs.
162 being the Cap Price. The Bidders can bid at any price within the Price Band, in multiples of Re 1. In accordance with
SEBI Guidelines, the Company in consultation with the BRLMs can revise the Price Band by informing the Stock Exchanges,
releasing a press release, disclosure on the website of the members of the Syndicate, if any and notification on the
terminal of the members of the Syndicate. In case of a revision in the Price Band, the Issue will be kept open for a period
of three working days after the revision of the Price Band, subject to the total Bidding Period not exceeding ten working
days. The Company in consultation with BRLMs can finalise the Issue Price within the Price Band in accordance with this
clause, without the prior approval of, or intimation, to the Bidders.

(b)

The Bidders can bid at any price within the Price Band. The Bidder has to bid for the desired number of Equity Shares at a
specific price. Retail Individual and Employee Bidders may bid at Cut-off. However, bidding at Cut-off is prohibited
for QIB or Non Institutional Bidders and such Bids from QIBs and Non-Institutional Bidders shall be rejected.

(c)

Retail Individual Bidders, who bid at the Cut-Off agree that they shall purchase the Equity Shares at any price within the
Price Band. Retail Individual Bidders bidding at Cut-Off shall deposit the Bid Amount based on the Cap Price in the Escrow
Account. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders (i.e.
the total number of Equity Shares allocated in the Issue multiplied by the Issue Price), Retail Individual Bidders shall
receive the refund of the excess amounts from the Escrow Account.

(d)

The Price Band can be revised during the Bidding Period in which case the maximum revisions on either side of the Price
Band shall not exceed 20% of the Cap Price and the Floor Price disclosed in the Red Herring Prospectus.

(e)

Any revision in the Price Band shall be widely disseminated including by informing the Stock Exchanges, issuing a press
release and making available this information on the Bidding terminals.

(f)

In the event of any revision in the Price Band, whether upwards or downwards, the minimum application size shall remain
40 Equity Shares irrespective of whether the Bid Amount payable on such minimum application is not in the range of Rs.
5,000 to Rs. 7,000.

(g)

In case of an upward revision in the Price Band announced as above, Retail Individual Bidders, who had bid at Cut Off Price
could either (i) revise their Bid or (ii) make additional payment based on the cap of the revised Price Band, with the
members of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus
additional payment) exceeds Rs. 100,000, the Bid will be considered for allocation under the Non Institutional category in
terms of this Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue
Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares bid for shall be adjusted for the
purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to
have approved such revised Bid at Cut off.

(h)

In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders who have bid at Cut Off
price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow
Account.

Escrow Mechanism
The Company and the members of the Syndicate shall open Escrow Accounts with one or more Escrow Collection Banks in
whose favor the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the bid.
Cheques or demand drafts received for the full Bid amount from Bidders in a certain category would be deposited in the Escrow
Account. The Escrow Collection Banks will act in terms of this Prospectus and an Escrow Agreement to be entered into
amongst the Company, the BRLMs, Syndicate Members, Escrow Collection Banks and Registrar to the Issue. The monies in the
Escrow Account shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow Collection
Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for
the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the monies from the Escrow Account to the
Public Issue Account with the Bankers to the Issue as per the terms of the Escrow Agreement. Payments of refunds to the
Bidders shall also be made from the Escrow Account as per the terms of the Escrow Agreement and this Prospectus.

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The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between the Escrow Collection Bank(s), our Company, the Registrar to the Issue, BRLMs and Syndicate Members to facilitate
collections from the Bidders.

Terms of Payment and Payment into the Escrow Account

Each Bidder shall provide the applicable Margin Amount, with the submission of the Bid-cum-Application Form either by
drawing a cheque or demand draft for such Margin Amount of his/her Bid in favour of the Escrow Account of the Escrow
Collection Bank(s) (for details see the section titled Issue Procedure - Payment Instructions on page 233 of this Prospectus)
and submit the same to the member of the Syndicate to whom the Bid is being submitted. The Bidder may also provide the
applicable Margin Amount by way of an electronic transfer of funds through the RTGS mechanism. Each QIB shall provide their
QIB Margin Amount only to a BRLM. Bid cum Application Forms accompanied by cash shall not be accepted. The Margin
Amount based on the Bid Amount has to be paid at the time of submission of the Bid cum Application Form.
The members of the Syndicate shall deposit the cheque or demand draft with the Escrow Collection Bank(s), which will hold
the monies for the benefit of the Bidders till the Designated Date. On the Designated Date, the Escrow Collection Bank(s) shall
transfer the funds equivalent to the size of the Issue from the Escrow Accounts, as per the terms of the Escrow Agreement, into
the Issue Account with the Banker(s) to the Issue. The balance amount after transfer to the Issue Account shall be held for the
benefit of the Bidders who are entitled to refunds on the Designated Date, and not later than 15 days from the Bid Closing Date/
Issue Closing Date, the Escrow Collection Bank(s) shall refund all monies to unsuccessful Bidders and also the excess amount
paid on bidding, if any, after adjustment for Allotment to the Bidders.
Each category of Bidders, i.e. QIB Bidders, Non-Institutional Bidders, Retail Individual Bidders and permanent employees in the
Employee Reservation Portion, would be required to pay their applicable Margin Amount at the time of the submission of the
Bid cum Application Form. The Margin Amount payable by each category of Bidders is mentioned in the section titled Issue
Structure on page 213 of this Prospectus. Where the Margin Amount applicable to the Bidder is less than 100% of the Bid
Amount, any difference between the amount payable by the Bidder for Equity Shares allocated at the Issue Price and the
Margin Amount paid at the time of Bidding, shall be payable by the Bidder not later than the Pay-in-Date. QIB Bidders will be
required to deposit a margin of 10% at the time of submitting of their Bids.
If the payment is not made favouring the appropriate Escrow Account within the time and in the manner stipulated above, the
Bid of the Bidder is liable to be rejected.
Where the Bidder has been allocated lesser number of Equity Shares than he or she had Bid for, the excess amount paid on
bidding, if any, after adjustment for allocation, will be refunded to such Bidder within 15 days from the Bid Closing Date/Issue
Closing Date, failing which we shall pay interest at 15% per annum for any delay beyond the periods as mentioned above.

Electronic Registration of Bids

(a)

The members of the Syndicate will register the Bids using the on-line facilities of NSE and BSE. There will be at least one
on-line connectivity in each city, where a stock exchange is located in India and where Bids are being accepted.

(b)

NSE and BSE will offer a screen-based facility for registering Bids for the Issue. This facility will be available on the
terminals of the Syndicate Member and their authorised agents during the Bidding Period. Syndicate members can also
set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently download the
off-line data file into the on-line facilities for book building on a regular basis. On the Bid/Issue Closing Date, the Syndicate
members shall upload the Bids till such time as may be permitted by the Stock Exchanges.

(c)

BSE and NSE will aggregate demand and price for Bids registered on their electronic facilities on a regular basis and display
graphically the consolidated demand at various price levels. This information can be accessed on BSEs website at
www.bseindia.com or on NSEs website at www.nseindia.com.

(d)

At the time of registering each Bid, the Syndicate members shall enter the following details of the investor in the on-line
system:

Name of the investor (Investors should ensure that the name given in the bid cum application form is exactly the
same as the Name in which the Depository Account is held. In case the Bid-cum-Application Form is submitted in

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joint names, investors should ensure that the Depository Account is also held in the same joint names and are in
the same sequence in which they appear in the Bid-cum-Application Form.);

Investor Category such as Individual, Corporate, Mutual Fund, FII, NRI or other QIB etc.

Number of Equity Shares bid for;

Bid price;

Bid-cum-Application Form number;

Whether payment is made upon submission of Bid-cum-Application Form; and

Depository Participant Identification Number and Client Identification Number of the demat account of the Bidder.

(e)

A system generated TRS will be given to the Bidder as a proof of the registration of each of the Bidding options. It is the
Bidders responsibility to request and obtain the TRS from the members of the Syndicate. The registration of the Bid
by the Syndicate Member does not guarantee that the Equity Shares shall be allocated either by the Syndicate Member
or the Company.

(f)

Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

(g)

Consequently, all or any of the members of the Syndicate may reject QIB Bids provided the rejection is at the time of
receipt of such Bids and the reason for rejection of the Bid is communicated to the Bidder at the time of such rejection in
writing. In case of Non-Institutional Bidders and Retail Individual Bidders, Bids would not be rejected except on the
technical grounds listed on Page 235 in this Prospectus.

(h)

It is to be distinctly understood that the permission given by NSE and BSE to use their network and software of the Online
IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other
requirements by our Company, or that the BRLMs are cleared or approved by NSE and BSE; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other
requirements nor does it take any responsibility for the financial or other soundness of our Company, our Promoters, our
management or any scheme or project of our Company.

(i)

It is also to be distinctly understood that the approval given by NSE and BSE should not in any way be deemed or
construed that the Draft Red Herring Prospectus has been cleared or approved by the NSE and BSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red Herring
Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the NSE and BSE.

Build Up of the Book and Revision of Bids

(a)

Bids registered by various Bidders through the members of the Syndicate shall be electronically transmitted to the NSE
or BSE mainframe on a regular basis.

(b)

The book gets built up at various price levels. This information will be available with the BRLMs on a regular basis.

(c)

During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price level
is free to revise his or her Bid within the price band using the printed Revision Form, which is a part of the Bid-cumApplication Form.

(d)

Revisions can be made in both the desired number of Equity Shares and the Bid price by using the Revision Form. Apart
from mentioning the revised options in the revision form, the Bidder must also mention the details of all the options in his
or her Bid-cum-Application Form or earlier Revision Form. For example, if a Bidder has bid for three options in the Bidcum-Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the
other two options that are not being changed, in the Revision Form unchanged. Incomplete or inaccurate Revision Forms
will not be accepted by the members of the Syndicate.

(e)

The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) of the Bid,
the Bidders will have to use the services of the same members of the Syndicate through whom he or he had placed the
original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such
Revision Form or copies thereof.

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(f)

Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental
amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from
downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this
Prospectus. In case of QIBs, the members of the Syndicate shall collect the payments in the form of cheque or demand
draft for the incremental amount in the QIB Margin Amount, if any, to be paid on account of the upward revision of theBid
at the time of one or more revisions by the QIB Bidders.

(g)

When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the Syndicate
Member. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his
or her having revised the previous Bid.

(h)

In case of discrepancy of data between NSE or BSE and the Syndicate Member, the decision of the BRLMs based on
physical records of Bid-cum-Application Forms shall be final and binding to all concerned.

Price Discovery and Allocation

(a)

After the Bid/Issue Closing Date, the BRLMs will analyze the demand generated at various price levels and discuss pricing
strategy with us.

(b)

The Company and theBRLMs shall finalise the Issue Price and the number of Equity Shares to be allotted.

(c)

The allocation for QIBs, at least 50% of the Net Issue, of which 5% shall be reserved for Mutual Funds would be proportionate.
The allocation to Non-Institutional Bidders, and Retail Individual Bidders of not less than 15% and 35% of the Net Issue,
respectively, would also be on proportionate basis, in consultation with Designated Stock Exchange, subject to valid Bids
being received at or above the Issue Price.

(d)

Under subscription, if any, in Non-Institutional and Retail categories would be allowed to be met with spill over from any
of the other categories at the discretion of the Company and the BRLMs. However, if the aggregate demand by Mutual
Funds is less than 295,000 Equity Shares, the balance Equity Shares from the portion specifically available for allocation
to Mutual Funds in the QIB Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders
in proportion to their Bids. Any under subscription in the Equity Shares reserved for allocation to Bidders in the Employee
Reservation Portion would be treated as part of the Net Issue to the public and allocation in accordance with the Basis of
Allocation described in the section Other Regulatory and Statutory Disclosures beginning on page 206 of this Prospectus.

(e)

Allocation to NRIs, FIIs, foreign venture capital investors, multilateral and bilateral development financial institutions
registered with SEBI applying on repatriation basis will be subject to applicable laws, rules, regulations, guidelines and
approvals.

(f)

The BRLMs, in consultation with us, shall notify the Syndicate Member of the Issue Price and allocations to their respective
Bidders, where the full Bid Amount has not been collected from the Bidders.

(g)

Our Company in consultation with the BRLMs, reserves the right to reject any Bid procured from QIB Bidders, by any or all
members of the Syndicate. Rejection of Bids made by QIBs, if any, will be made at the time of submission of Bids provided
that the reasons for rejecting the same shall be provided to such Bidder in writing.

(h)

The Company reserves the right to cancel the Issue any time after the Bid/Issue Opening Date but before allotment.

(i)

In terms of SEBI Guidelines, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/Issue Closing Date.

(j)

The allotment details shall be put on the website of the Registrar to the Issue.

Signing of Underwriting Agreement and Registrar of Companies, Maharashtra Filing

(a)

The Company, the BRLMs and the Syndicate Members have entered into an Underwriting Agreement on finalisation of
the Issue Price and allocation(s) to the Bidders.

(b)

After signing the Underwriting Agreement, we updated and filed the updated Red Herring Prospectus with the Registrar
of Companies, Maharashtra, which is now termed Prospectus. The Prospectus has details of the Issue Price, Issue Size,
underwriting arrangements and is complete in all material respects.

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Filing with the RoC

A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act,
were delivered to the Registrar of Companies, Maharashtra at Mumbai.

Issue Advertisement
Subject to Section 66 of the Companies Act, our Company shall after receiving final observations, if any, on this Prospectus
from SEBI, publish an advertisement, in the form prescribed by the SEBI Guidelines in an English national daily with wide
circulation, one Hindi national daily newspaper and a regional language newspaper with wide circulation at Mumbai.

Advertisement regarding Price Band and Red Herring Prospectus

A statutory advertisement will be issued by the Company after the filing of the Red Herring Prospectus with the Registrar of
Companies, Maharashtra. This advertisement in addition to the information that has to be set out in the statutory advertisement
shall indicate the Price band along with a table showing the number of Equity Shares and the amount payable by an investor.
Any material updates between the date of Red Herring Prospectus and the Prospectus shall be included in the advertisement.

Issuance of Confirmation of Allocation Note

Subject to the section entitled Notice to QIBs: Allotment Reconciliation and Revised CANs as set forth below:
(a)

upon approval of the basis of allotment by the Designated Stock Exchange, the BRLMs or the Registrar to the Issue shall
send to the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in the Issue. Investors
should note that the Company shall ensure that the demat credit of Equity Shares pursuant to allotment shall be made on
the same date to all investors in this Issue;

(b)

the BRLMs or members of the Syndicate would then send the CAN to their Bidders who have been allocated Equity
Shares in the Issue. The dispatch of CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay
the entire Issue Price for all the Equity Shares allocated to such Bidder; and

(c)

such Bidders who have been allocated Equity Shares and who have already paid the Margin Amount for the said Equity
Shares into the Escrow Account at the time of bidding shall directly receive the CAN from the Registrar to the Issue
subject, however, to the realisation of their cheque or demand draft paid into the Escrow Accounts. The dispatch of a CAN
shall be a deemed a valid, binding and irrevocable contract for the Bidder.

Notice to QIBs: Allotment Reconciliation and Revised CANs

After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bids uploaded on the BSE/
NSE system. This shall be followed by a physical book prepared by the Registrar on the basis of Bid-cum-Application Forms
received. Based on the electronic book or the physical book, as the case may be, QIBs may be sent a CAN, indicating the number
of Equity Shares that may be allocated to them. This CAN is subject to the basis of final Allotment, which will be approved by
the Designated Stock Exchange and reflected in the reconciled book prepared by the Registrar. Subject to SEBI Guidelines,
certain Bid applications may be rejected due to technical reasons, non-receipt of funds, cancellation of cheques, cheque
bouncing, incorrect details, etc., and these rejected applications will be reflected in the reconciliation and basis of Allotment as
approved by the Designated Stock Exchange. In addition, there are foreign investment limitations applicable to the Company,
which may result in a change (including potentially a decrease) in the number of Equity Shares being finally Allotted to Non
Resident investors (including FIIs). As a result, a revised CAN may be required to be sent to QIBs and the allocation of Equity
Shares in such revised CAN may be different from that specified in the earlier CAN. QIBs should note that they may be required
to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN, for any increased allocation of Equity Shares.
The CAN will constitute the valid, binding and irrevocable contract (subject only to the issue of a revised CAN) for the QIB to pay
the entire Issue Price for all the Equity Shares allocated to such QIB. The revised CAN, if issued, will supersede in entirely the
earlier CAN.

Designated Date and Allotment of Equity Shares

(a)

Our Company will ensure that the allotment of Equity Shares is done within 15 days of the Bid/Issue Closing Date. After
the funds are transferred from the Escrow Account to the Public Issue Account on the Designated Date, we would ensure
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allotment of the Equity Shares to the allottees within two days of the finalisation and adoption of the basis of allotment.
(b)

All allottees will receive credit for the Equity Shares directly in their depository account. Equity Shares will be issued only
in the dematerialized form to the allottees. Allottees will have the option to re-materialize the Equity Shares so allotted,
if they so desire, as per the provisions of the Companies Act and the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated to them
pursuant to this Issue.
We would ensure the allotment of Equity Shares within 15 days of Bid/Issue Closing Date and also ensure that credit is given
to the allottees depository accounts within two working days from the date of allotment.

GENERAL INSTRUCTIONS
Dos:
(a)

Check if you are eligible to apply;

(b)

Read all the instructions carefully and complete the Resident Bid cum Application Form (white in colour) or Non-Resident
Bid cum Application Form (blue in colour) as the case may be;

(c)

Ensure that the details about Depository Participant and beneficiary account are correct as Equity Shares will be allotted in
the dematerialized form only;

(d)

Ensure that the Bids are submitted at the bidding centers only on forms bearing the stamp of a member of the Syndicate;

(e)

Ensure that you have been given a TRS for all your Bid options;

(f)

Submit Revised Bids to the same member of the Syndicate through whom the original Bid was placed and obtain a
revised TRS;

(g)

Ensure that the bid is within price band;

(h)

Investors must ensure that the name given in the Bid-cum-Application Form is exactly the same as the name in which the
Depository Account is held. In case, the Bid-cum-Application Form is submitted in joint names, investors should ensure
that the Depository Account is also held in the same sequence as they appear in the Bid-cum-Application Form;

(i)

If your Bid is for Rs. 50,000 or more, ensure that you mention your PAN allotted under the I.T. Act and ensure that you have
attached a copy of your PAN card with the Bid-cum-Application Form. In case the PAN has not been allotted, mention Not
Allotted in the appropriate place. (See section titled Issue Procedure PAN on page 234 of this Prospectus)

Donts:
(a)

Do not Bid for lower than the minimum Bid size;

(b)

Do not Bid/ revise Bid price to less than the lower end of the price band or higher than the higher end of the price band;

(c)

Do not Bid on another Bid-cum-Application Form after you have submitted a Bid to the member of the Syndicate;

(d)

Do not pay the Bid amount in cash;

(e)

Do not provide your GIR number instead of your PAN.

(f)

Do not send Bid-cum-Application Forms by post; instead submit the same to members of the Syndicate only;

(g)

Do not Bid at cut off price (for QIBs and non-institutional bidders);

(h)

Do not fill up the Bid-cum-Application Form such that the Equity Shares bid for exceeds the Issue size and/ or investment
limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount
permissible under the applicable regulations;

(i)

Do not submit Bid accompanied with Stock invest.

(j)

Do not Bid at Bid Amount exceeding Rs. 100,000 (for Retail Individual Bidders); and

(k)

Do not submit the Bid without the QIB Margin Amount, in case of a Bid by a QIB.

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Bids by Employees of the Company, its Subsidiary and TIML

i.

For the purpose of this reservation, Employee means permanent employees of our Company, a Director of our Company
(whether a whole time Director, part-time Director or otherwise), or an employee as defined above of our Subsidiary or
TIML as on the date of the submission of the Red Herring Prospectus.

ii.

Bids under Employee Reservation Portion by Employees shall be made only in the prescribed Bid-cum-Application Form
or Revision Form (i.e. pink colour form).

iii.

Employees, as defined above, should mention the Employee number at the relevant place in the Bid-cum-Application
Form.

iv.

The sole/ first bidder should be Employees as defined above.

v.

Only Employees, as defined above, would be eligible to apply in this Issue under this Employee Reservation Portion.

vi.

Bids by Employees, as defined above, will have to bid like any other Bidder. Only those bids, which are received at or
above the Issue Price, would be considered for allocation under this category.

vii.

Employees, as defined above, who apply or bid for Equity Shares of or for a value of not more than Rs. 100,000 in any of
the Bidding options can apply at Cut-Off. This facility is not available to other Employees whose minimum Bid amount
exceeds Rs. 100,000.

viii. The maximum bid in this category can be for such number of 6,000 Equity Shares.
ix.

If the aggregate demand in this category is less than or equal to 200,000 Equity Shares at or above the Issue Price, full
allocation shall be made to the Employees, as defined above, to the extent of their demand.

x.

Under subscription in this category would be added to the Non-Institutional Category and the Retail Individual Category
and the proportionate allocation of the same would be at the sole discretion of our Company in consultation with the
BRLMs.

xi.

If the aggregate demand in this category is greater than 200,000 Equity Shares at or above the Issue Price, the allocation
shall be made on a proportionate basis. For the method of proportionate basis of allocation, refer to para Basis of
Allotment on page 237 of this Prospectus.

Instructions for Completing the Bid-cum-Application Form

Bidders can obtain Bid-cum-Application Forms and / or Revision Forms from the BRLMs or Syndicate Member.

Bids and Revisions of Bids

Bids and revisions of Bids must be:
(a)

Made only in the prescribed Bid-cum-Application Form or Revision Form, as applicable (white colour for Resident Indians
and NRIs applying on non-repatriation basis and blue colour for Non-Residents, including NRIs, FIIs registered with SEBI,
foreign venture capital investors registered with SEBI applying on repatriation basis and pink colour for Bidders in the
Employee Reservation Portion).

(b)

Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the Bidcum-Application Form or in the Revision Form. Incomplete Bid-cum-Application Forms or Revision Forms are liable to be
rejected.

(c)

The Bids from the Retail Individual Bidders must be for a minimum of 40 Equity Shares and in multiples of 40 thereafter
subject to a maximum Bid amount of Rs. 100,000.

(d)

For Non-institutional and QIB Bidders, Bids must be for a minimum Bid Amount of Rs. 100,001 and in multiples of 40
Equity Shares thereafter. All individual Bidders whose maximum Bid amount exceeds Rs. 100,000 would be considered
under this category. Bids cannot be made for more than the Issue size. Bidders are advised to ensure that a single Bid from
them should not exceed the investment limits or maximum number of Equity Shares that can be held by them under
the applicable laws or regulations.

(e)

In single name or in joint names (not more than three).

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(f)

Thumb impressions and signatures other than in the languages specified in the eighth schedule in the Constitution of India
must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

Bidders Bank Details

Bidders should note that on the basis of name of the Bidders, Depository Participants name, Depository Participant-Identification
number and beneficiary account number provided by them in the Bid-cum-Application Form, the Registrar to the Issue will
obtain from the Depository the Bidders bank account details. These bank account details would be printed on the refund order,
if any, to be sent to Bidders. Hence, Bidders are advised to immediately update their bank account details as appearing on the
records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to Bidders at the
Bidders sole risk and neither the BRLMs nor the Company shall have any responsibility and undertake any liability for the same.

Bidders Depository Account Details

IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS
SHOULD MENTION THEIR DEPOSITORY PARTICIPANTS NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND
BENEFICIARY ACCOUNT NUMBER IN THE BID-CUM-APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME
GIVEN IN THE BID-CUM-APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN, WHICH THE DEPOSITORY ACCOUNT
IS HELD. IN CASE THE BID-CUM-APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE
DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY
APPEAR IN THE BID-CUM-APPLICATION FORM.
Bidders should note that on the basis of name of the Bidders, Depository Participants name, Depository Participant- Identification
number and beneficiary account number provided by them in the Bid-cum-Application Form, the Registrar to the Issue will
obtain from the Depository demographic details of the Bidders such as address, bank account details for printing on refund
orders and occupation (Demographic Details). Hence, Bidders should carefully fill in their Depository Account details in the
Bid-cum-Application Form.
These demographic details would be used for all correspondence with the Bidders including mailing of the refund orders/
CANs/allocation advice and printing of bank particulars on the refund order and the demographic details given by Bidders in the
Bid-cum-Application Form would not be used for these purposes by the Registrar.
Hence, Bidders are advised to update their demographic details as provided to their Depository Participants and ensure that
they are true and correct.
By signing the Bid-cum-Application Form, Bidder would have deemed to authorize the depositories to provide, upon request,
to the Registrar to the Issue, the required demographic details as available on its records.
Refund orders/allocation advice/CANs would be mailed at the address of the Bidder as per the demographic details received
from the Depositories. Bidders may note that delivery of refund orders/allocation advice/CANs may get delayed if the same
once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other
details given by the Bidder in the Bid-cum-Application Form would be used only to ensure dispatch of refund orders. Please
note that any such delay shall be at the Bidders sole risk and neither the Escrow Collection Bank nor the BRLMs shall be liable
to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay.
In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the
Bidders (including the order of names of joint holders), the Depository Participants identity (DP ID) and the beneficiarys
identity, then such Bids are liable to be rejected.

Bids by Non Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a repatriation
basis
Bids and revision to Bids must be made:
1.

On the Bid cum Application Form or the Revision Form, as applicable (blue in colour), and completed in full in BLOCK
LETTERS in ENGLISH in accordance with the instructions contained therein.

2.

By FIIs for a minimum of such number of Equity Shares and in multiples of 40 thereafter that the Bid Price exceeds Rs.
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100,000. For further details, please refer to the section titled Maximum and Minimum Bid Size on page 222 of this
Prospectus.
3.

In the names of individuals, or in the names of FIIs but not in the names of minors, OCBs, firms or partnerships, foreign
nationals (excluding NRIs) or their nominees.

4.

In a single name or joint names (not more than three).

Bids by NRIs for a Bid price of up to Rs. 100,000 would be considered under the Retail Portion for the purposes of allocation and
Bids by NRIs for a Bid price of more than Rs. 100,000 would be considered under the Non-Institutional Portion for the purposes
of allocation;
Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or
commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian
Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of
exchange prevailing at the time of remittance and will be despatched by registered post or if the Bidders so desire, will be
credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cum
Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of
foreign currency.
By a letter dated November 28, 2005, the RBI has confirmed to us that pursuant to Press Note No. 6, foreign investment,
including foreign direct investment, NRI and PIO investments and portfolio investment, in an aggregate amount up to 20%
equity in companies providing FM radio broadcasting services is permitted.
There is no reservation for Non Residents, NRIs, FIIs and foreign venture capital funds and all Non Residents, NRI, FII and foreign
venture capital funds applicants will be treated on the same basis with other categories for the purpose of allocation.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the
United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Equity
Shares are being offered and sold only outside the United States in compliance with Regulation S and the applicable laws of the
jurisdiction where those offers and sales occur.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, a certified
copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the
Memorandum and Articles of Association and/or Bye Laws must be lodged along with the Bid-cum-Application Form. Failing
this, the Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason
therefore.
In case of Bids made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified
copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with the
Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either
case, without assigning any reason therefore.
In case of Bids made by provident funds with minimum corpus of Rs. 250 million and pension funds with minimum corpus of
Rs. 250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension
fund must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject
any Bid in whole or in part, in either case, without assigning any reason therefore.
In case of Bids made pursuant to a power of attorney by FIIs, a certified copy of the power of attorney or the relevant resolution
or authority, as the case may be, along with a certified copy of their SEBI registration certificate must be submitted with the Bidcum-Application Form. Failing this, the Company reserves the right to accept or reject any Bid in whole or in part, in either case,
without assigning any reason therefore.
We, in our absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney

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along with the Bid-cum-Application form, subject to such terms that we may deem fit.

Bids and revision to Bids must be made:

On the Bid-cum-Application Form or the Revision Form, as applicable (blue in colour), and completed in full in BLOCK LETTERS
in ENGLISH in accordance with the instructions contained therein.
In a single name or joint names (not more than three).
For further details see section titled Issue Procedure - Maximum and Minimum Bid Size on page 222 of this Prospectus.

Payment Instructions
We, the BRLMs shall open an Escrow Account with the Escrow Collection Bank(s) for the collection of the Bid Amounts payable
upon submission of the Bid-cum-Application Form and for amounts payable pursuant to allocation in the Issue.
Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/or on allocation as per the following
terms:

Payment into Escrow Account:

(a)

The Bidders for whom the applicable margin is equal to 100% shall, with the submission of the Bid-cum-Application Form
draw a payment instrument for the Bid Amount in favor of the Escrow Account and submit the same to the members of
the Syndicate.

(b)

In case the above Margin Amount paid by the Bidders during the Bidding Period is less than the Issue Price multiplied by
the Equity Shares allocated to the Bidder, the balance amount shall be paid by the Bidders into the Escrow Account within
the period specified in the CAN which shall be subject to a minimum period of two days from the date of communication
of the allocation list to the Syndicate Member by the BRLMs.

(c)

The payment instruments for payment into the Escrow Account should be drawn in favour of:
(i)

In case of Resident QIB Bidders: Escrow Account ENIL R- QIB.

(ii)

In case of Non Resident QIB Bidders: Escrow Account ENIL NR- QIB.

(iii)

In case of Resident Non-Institutional and Retail Individual Bidders: Escrow Account ENIL R Non-QIB.

(iv)

In case of Non Resident Non-Institutional and Retail Individual Bidders: Escrow Account ENIL NR- Non-QIB.

(v)

In case of Employees of the Company and its Subsidiary Escrow Account- ENIL -Employees.

(d)

In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian Rupee drafts purchased
abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out
of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained
with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance.
Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-Resident Bidder bidding on a repatriation
basis. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting
to NRE Account or FCNR Account.

(e)

In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account along with documentary
evidence in support of the remittance. Payment by drafts should be accompanied by bank certificate confirming that the
draft has been issued by debiting to Special Rupee Account.

(f)

Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess amount, if any,
paid on Bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be refunded to
the Bidder from the Escrow Account.

(g)

The monies deposited in the Escrow Account will be held for the benefit of the Bidders until Designated Date.

(h)

On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per
the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue.

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(i)

On the Designated Date and no later than 15 days from the Bid/Issue Closing Date, the Escrow Collection Bank shall
also refund all amounts payable to unsuccessful bidders and also the excess amount paid on Bidding, if any, after
adjusting for allocation to the Bidders.

Payments should be made by cheque, or demand draft drawn on any bank (including a Co-operative bank), which is situated at,
and is a member of or sub-member of the bankers clearing house located at the centre where the Bid-cum-Application Form
is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and
applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stock invest/money orders/ postal
orders will not be accepted.

Payment by Stock Invest

In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the option to
use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money has been withdrawn.

Submission of Bid-cum-Application Form

All Bid-cum-Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall
be submitted to the Syndicate Member at the time of submission of the Bid. Member of the Syndicate may at its sole discretion
waive the requirement of payment at the time of submission of the Bid-cum-Application Form and Revision Form in the case
of QIB Bidders, prescribed however, that for QIB Bidders the Syndicate member shall collect the QIB Margin and deposit the
sum in a specified escrow account.
No separate receipts shall be issued for the money payable on the submission of Bid-cum-Application Form or Revision Form.
However, the collection center of the Syndicate Member will acknowledge the receipt of the Bid-cum-Application Forms or
Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as
the duplicate of the Bid-cum-Application Form for the records of the Bidder.

OTHER INSTRUCTIONS
Joint Bids in the case of Individuals
Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in
favour of the Bidder whose name appears first in the Bid-cum-Application Form or Revision Form (First Bidder). All
communications will be addressed to the first Bidder and will be dispatched to his or her address.

Multiple Bids
A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more
Bids will be deemed to be multiple Bids if the sole or first Bidder is one and the same.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
Bidders in the Employees Reservation category can also bid in the Net Issue to the Public and such Bids shall not be treated
as multiple Bids.
We reserve the right to reject, in our absolute discretion to accept or reject, all or any multiple Bids in any or all categories.

Permanent Account Number (PAN)

Where Bid(s) is/are for Rs. 50,000 or more, the Bidder or in the case of an Bid in joint names, each of the Bidders, should mention
his/her Permanent Account Number (PAN) allotted under the I.T. Act. The copy of the PAN card or PAN allotment letter is
required to be submitted with the Bid-cum-Application form. Applications without this information and documents will be
considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR
number instead of the PAN as the Bid is liable to be rejected on this ground. In case the sole/first Bidder and joint Bidder(s) is/
are not required to obtain PAN, each of the Bidder(s) shall mention Not Applicable and in the event that the sole Bidder and/
234

or the joint Bidder(s) have applied for PAN which has not yet been allotted each of the Bidder(s) should mention Applied for
in the Bid-cum-Application Form. Further, where the Bidder(s) has mentioned Applied for or Not Applicable, the sole/first
Bidder and each of the joint Bidder(s), as the case may be, would be required to submit Form 60 (Form of declaration to be filed
by a person who does not have a permanent account number and who enters into any transaction specified in rule 114B), or,
Form 61 (form of declaration to be filed by a person who has agricultural income and is not in receipt of any other income
chargeable to income-tax in respect of transactions specified in rule 114B), as may be applicable, duly filled along with a copy
of any one of the following documents in support of the address: (a) Ration Card (b) Passport (c) Driving license (d) Identity card
issued by any institution (e) Copy of the electricity bill or telephone bill showing residential address (f) Any document or
communication issued by any authority of the Central Government, State Government or local bodies showing residential
address (g) Any other documentary evidence in support of address given in the declaration. It may be noted that Form 60 and
Form 61 have been amended vide a notification issued on December 1, 2004 by the Ministry of Finance, Department of
Revenue, Central Board of Direct Taxes. All Bidders are requested to furnish, where applicable, the revised Form 60 or 61
as the case may be.

Unique Identification Number - MAPIN

With effect from July 1, 2005, SEBI had decided to suspend all fresh registrations for obtaining UIN and the requirement to
contain/quote UIN under the SEBI MAPIN regulations/circulars vide its circular MAPIN/Cir-13/2005. However, in a recent press
release dated December 30, 2005, SEBI has approved certain policy decisions and has now decided to resume registrations for
obtaining UINs in a phased manner. The press release states that the cut off limit for obtaining UIN has been raised from the
existing limit of trade order value of Rs.100,000 to Rs.500,000 or more. The limit will be reduced progressively. For trade order
value of less than Rs.500,000, an option will be available to investors to obtain either the PAN or UIN. These changes are,
however, not effective as of the date of the Red Herring Prospectus and SEBI has stated in the press release that the changes
will be implemented only after necessary amendments are made to the SEBI MAPIN regulations.
Therefore, MAPIN is not required to be quoted with the Bids.

Our Right to Reject Bids

The BRLMs may reject any QIB Bid procured by any or all members of the Syndicate provided the rejection is at the time of
receipt of such Bid and the reason for rejection of the Bid is communicated to the Bidder at the time of rejection of the Bid. In
case of Non Institutional Bidders, Retail Individual Bidders and Bidders in the Employee Reservation Portion, the Company will
have the right to reject Bids only on technical grounds. Consequent refunds shall be made by cheque or pay order or draft and
will be sent to the Bidders address at the Bidders risk.

Grounds for Technical Rejections

Bidders are advised to note that Bids are liable to be rejected among others on the following technical grounds:
1)

Amount paid doesnt tally with the highest number of Equity Shares bid for;

2)

Age of first Bidder not given;

3)

Bids by persons not competent to contract under the Indian Contract Act, 1872, including minors, insane persons;

4)

PAN photocopy/PAN communication/ Form 60 or Form 61 declaration along with documentary evidence in support of
address given in the declaration not given if Bid is for Rs. 50,000 or more;

5)

Bids for lower number of Equity Shares than specified for that category of investors;

6)

Bids at a price less than lower end of the Price Band;

7)

Bids at a price more than the higher end of the Price Band;

8)

Bids at cut-off price by Non-Institutional and QIB Bidders;

9)

Bids for number of Equity Shares which are not in multiples of 40;

10) Category not ticked;

11) Multiple bids as defined in this Prospectus;
235

12) In case of Bid under power of attorney or by limited companies, trust etc., relevant documents are not submitted;
13) Bids accompanied by Stock Invest/ money order/postal order/cash;
14) Signature of sole and / or joint Bidders missing;
15) Bid-cum-Application Form does not have the stamp of the BRLMs or Syndicate Member;
16) Bid-cum-Application Form does not have Bidders depository account details;
17) In case no corresponding record is available with the Depository that matches three parameters: name of Bidder (including
sequence of names of joint holders), Depository Participant identification number and beneficiary account number;
18) Bid-cum-Application Forms are not delivered by the Bidders within the time prescribed as per the Bid-cum-Application
Form, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red
Herring Prospectus and the Bid-cum-Application Form;
19) Bids by persons other than as defined under Regulation S of the Securities Act;
20) Bids for amounts greater than the maximum permissible amounts prescribed by the regulations as described in the Red
Herring Prospectus;
21) Bids for amounts greater than the maximum permissible amounts prescribed by the regulations. See the details regarding
the same please refer to section titled Issue Structure at page 213 of this Prospectus; and
22) Bids by OCBs.

Equity Shares in Dematerialized Form with NSDL or CDSL

As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be allotted only in a
dematerialized form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued
through the electronic mode).
In this context, two agreements have been signed among us, the respective Depositories and the Registrar to the Issue:
(a)

A tripartite agreement dated January 12, 2006 with NSDL, us and Registrar to the Issue;

(b)

A tripartite agreement dated January 4, 2006 with CDSL, us and Registrar to the Issue.

All Bidders can seek allotment only in dematerialized mode. Bids from any investor without relevant details of his or her
Depository Account are liable to be rejected.
(a)

A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants
of either NSDL or CDSL prior to making the Bid.

(b)

The Bidder must necessarily fill in the details (including the beneficiary account number and Depository Participants
identification number) appearing in the Bid-cum-Application Form or Revision Form.

(c)

Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the
Depository Participant) of the Bidder.

(d)

Names in the Bid-cum-Application Form or Revision Form should be identical to those appearing in the account details in
the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the
account details in the Depository.

(e)

Non-transferable allotment advice or refund orders will be directly sent to the Bidder by the Registrar to this Issue.

(f)

If incomplete or incorrect details are given under the heading Request for Equity Shares in electronic form in the Bidcum-Application Form or Revision Form, it is liable to be rejected.

(g)

The Bidder is responsible for the correctness of his or her demographic details given in the Bid-cum-Application Form vis-vis those with his or her Depository Participant.

(h)

It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having electronic
connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have
electronic connectivity with CDSL and NSDL.
236

(i)

The trading of the Equity Shares of the Company would be in dematerialized form only for all investors.

Communications
All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue quoting
the full name of the sole or first Bidder, Bid-cum-Application Form number, number of Equity Shares applied for, date, bank and
branch where the Bid was submitted and cheque, number and issuing bank thereof.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, refund
orders etc.

Dispatch of Refund Orders

The Company shall ensure dispatch of refund orders of value over Rs. 1,500 by registered post or speed post only and adequate
funds for the purpose shall be made available to the Registrar to the Issue by us.
Refund orders shall be payable at par at all centers where Bidding terminals was set-up to receive Bids from Bidders.

Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, which
is reproduced below:
Any person who:
(a)

makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or

(b)

otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious
name, shall be punishable with imprisonment for a term which may extend to five years.

Basis of Allotment
A.

For Retail Individual Bidders

B.

Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine
the total demand under this portion. The Allotment to all the successful Retail Individual Bidders will be made at
the Issue Price.
The Net Issue size less Allotment to Non-Institutional Bidders and QIB Bidders shall be available for Allotment to
Retail Individual Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price.
If the aggregate demand in this portion is less than or equal to 4,130,000 Equity Shares at or above the Issue Price,
full Allotment shall be made to the Retail Individual Bidders to the extent of their demand.
If the aggregate demand in this category is greater than 4,130,000 Equity Shares at or above the Issue Price, the
allocation shall be made on a proportionate basis up to a minimum of 40 Equity Shares and in multiples of one
Equity Share thereafter. For the method of proportionate basis of allocation, refer below.

For Non-Institutional Bidders

Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine
the total demand under this portion. The Allotment to all successful Non-Institutional Bidders will be made at the
Issue Price.
The Net Issue size less allocation to QIB Bidders and Retail Individual Bidders shall be available for allocation to
Non-Institutional Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price.
If the aggregate demand in this category is less than or equal to 1,770,000 Equity Shares at or above the Issue
Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand.
In case the aggregate demand in this category is greater than 1,770,000 Equity Shares at or above the Issue Price,
allocation shall be made on a proportionate basis up to a minimum of 40 Equity Shares and in multiples of 1 Equity
Share thereafter. For the method of proportionate basis of allocation refer below.
237

C.

For QIB Bidders

Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determine the total
demand under this portion. The allocation to all the QIB Bidders will be made at the Issue Price.

The Net Issue size less allocation to Non-Institutional Bidders and Retail Individual Bidders shall be available for
allocation to QIB Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price.

Allotment shall be undertaken in the following manner:

(a)

(b)

D.

In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be determined as
follows:
(i)

In the event that Bids from Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual Funds
shall be done on a proportionate basis for up to 5% of the QIB Portion.

(ii)

In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, then all
Mutual Funds shall get full allotment to the extent of valid bids received above the Issue Price.

(iii)

Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available to all
QIB Bidders as set out in (b) below;

In the second instance allocation to all QIBs shall be determined as follows:

(i)

The number of Equity Shares available for this category shall be the QIB Portion less allocation only
to Mutual Funds as calculated in (a) above.

(ii)

The subscription level for this category shall be determined based on the overall subscription in the
QIB Portion less allocation only to Mutual Funds as calculated in (a) above.

(iii)

Based on the above, the level of the subscription shall be determined and proportionate allocation to
all QIBs including Mutual Funds in this category shall be made.

(iv)

In the event allocation to QIB Bidders on a proportionate basis results in us breaching applicable
sectoral caps, FIIs shall receive such lower proportion of the allocation such as to comply with the
applicable sectoral caps. Such additional Equity Shares that are available for allocation would be
allocated to the other QIB Bidders on a proportionate basis.

For Employee Reservation Portion

Bids received from the Eligible Employees at or above the Issue Price shall be grouped together to determine the
total demand under this category. The allocation to all the successful Employees will be made at the Issue Price.

If the aggregate demand in this category is less than or equal to 200,000 Equity Shares at or above the Issue Price,
full allocation shall be made to the Employees to the extent of their demand. The shares that are remained
unallotted in this category will spill over to the Non-Institutional Category and Retail Individuals Category and
allotted on a proportionate basis as per the SEBI Guidelines.

Under-subscription, if any, in the Non-Institutional and Retail Individual categories would be allowed to be met with spill over
from any other category at the sole discretion of the Company and the BRLMs.

Method of Proportionate Basis of Allotment

In the event the Issue is over-subscribed, the basis of allotment shall be finalised by the Company in consultation with the
Designated Stock Exchange. The Executive Directors or Managing Director, (or any other senior official nominated by them) of
the Designated Stock Exchange along with the BRLMs and the Registrar to the Issue shall be responsible for ensuring that basis
of allotment is finalised in a fair and proper manner. Allotment to Bidders shall be as per the basis of allocation as set out in this
Prospectus under Issue Structure.
(a)

Bidders will be categorized according to the number of Equity Shares applied for by them. The total number of Equity
Shares to be allotted to each portion as a whole shall be arrived at on a proportionate basis, being the total number of
Equity Shares applied for in that portion (number of Bidders in the portion multiplied by the number of Equity Shares
applied for) multiplied by the inverse of the over-subscription ratio.
238

(b)

Number of Equity Shares to be allotted to the successful Bidders will be arrived at on a proportionate basis, being the total
number of Equity Shares applied for by each Bidder in that portion multiplied by the inverse of the over-subscription ratio.

(c)

If the proportionate Allotment to a Bidder is a number that is more than 40 but is not a multiple of one (which is the market
lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower
than 0.5, it would be rounded off to the lower whole number. Allotment to all Bidders in such categories would be arrived
at after such rounding off.

(d)

In all Bids where the proportionate Allotment is less than 40] Equity Shares per Bidder, the Allotment shall be made as
follows:

Each successful Bidder shall be Allotted a minimum of 40 Equity Shares; and

The successful Bidders out of the total Bidders for a portion shall be determined by draw of lots in a manner such
that the total number of Equity Shares Allotted in that portion is equal to the number of Equity Shares calculated in
accordance with (b) above; and

Each successful Bidder shall be Allotted a minimum of 40 Equity Shares.

(e)

If the Equity Shares allocated on a proportionate basis to any portion are more than the Equity Shares allotted to the
Bidders in that portion, the remaining Equity Shares available for Allotment shall be first adjusted against any other
portion, where the Equity Shares are not sufficient for proportionate Allotment to the successful Bidders in that portion.
The balance Equity Shares, if any, remaining after such adjustment will be added to the portion comprising Bidders
applying for minimum number of Equity Shares.

(f)

If the proportionate allotment to a Bidder is a number that is more than 40 but is not a multiple of 1 (which is the marketable
lot), the number in excess of the multiple of 1 would be rounded off to the higher multiple of 1 if that number is 0.5 or
higher. If that number is lower than 0.5, it would be rounded off to the lower multiple of 1. All Bidders in such categories
would be allotted Equity Shares arrived at after such rounding off.

Letters of Allotment or Refund Orders

We shall ensure despatch of allotment advice, refund orders and give benefit to the beneficiary account with Depositary
Participants and submit the documents pertaining to the allotment to the Stock Exchanges within two working days of finalization
of the basis of allotment of Equity Shares. We shall despatch refund orders above Rs. 1,500, if any, by registered post only at the
sole or First Bidders sole risk and adequate funds for the purpose shall be made available to the Registrar by us.
We shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of
trading at the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within seven working days of the
finalisation of the basis of allotment.
In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Guidelines, we further undertake
that:

Allotment of Equity Shares will be made only in dematerialized form within 15 days from the Bid/Issue Closing Date;

Dispatch of refund orders will be done within 15 days from the Bid/Issue Closing Date;

We shall pay interest at 15% per annum (for any delay beyond the 15 day time period as mentioned above), if allotment
is not made, refund orders are not dispatched and/or demat credits are not made to investors within the 15 day time
prescribed above as per the guidelines issued by the Government of India, Ministry of Finance pursuant to their letter
No.F/8/S/79 dated July 31, 1983, as amended by their letter No.F/14/SE/85 dated September 27, 1985, addressed to the
Stock Exchanges and as further modified by SEBIs clarification XXI dated October 27, 1997, with respect to the SEBI
Guidelines.

Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as an Escrow Collection Bank
and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand
drafts at other centers will be payable by the Bidders.

239

Issue Programme
BID/ISSUE OPENED ON

JANUARY 23, 2006

BID/ISSUE CLOSED ON

: JANUARY 27, 2006

Bids and any revision in Bids shall be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) during the Bidding
Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid/Issue
Closing Date, the Bids shall be accepted only between 10 a.m. and 1 p.m. (Indian Standard Time) or uploaded till such time as
may be permitted by the BSE and NSE on the Bid/Issue Closing Date.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision
of Price Band. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by
notification to the BSE and NSE, by issuing a press release, and also by indicating the change on the websites of the BRLMs and
at the terminals of the Syndicate.

Undertaking by the Company

The Company undertake as follows:

that the complaints received in respect of this Issue shall be attended to expeditiously and satisfactorily;

that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at all
the stock exchanges where the Equity Shares are proposed to be listed within seven working days of finalisation of the
basis of allotment;

that the funds required for dispatch of refund orders or allotment advice by registered post or speed post shall be made
available to the Registrar to the Issue by us;

that no further issue of Equity Shares shall be made till the Equity Shares issued through the Red Herring Prospectus are
listed or until the Bid monies are refunded on account of non-listing, under-subscription etc.

Utilisation of Issue proceeds

The Board of Directors of our Company certifies that:
(a)

all monies received out of the Issue shall be transferred to a separate bank account other than the bank account referred
to in sub-section (3) of Section 73 of the Companies Act;

(b)

details of all monies utilised out of this Issue referred above shall be disclosed under an appropriate separate head in the
balance sheet of the Company indicating the purpose for which such unutilised monies have been invested; and

(c)

Details of all unutilised monies out of this Issue, if any, shall be disclosed under an appropriate separate head in the balance
sheet of the Company indicating the form in which such unutilised monies have been invested.

The Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares from
all the Stock Exchanges where listing is sought has been received.

Procedure and Time of Schedule for Allotment and Issue of Certificates

The Issue will be conducted through a 100% book building process pursuant to which the Underwriters will accept bids for the
Equity Shares during the Bidding Period. The Bidding Period will commence on January 23, 2006 and expire on January 27,
2006. Following the expiration of the Bidding Period, our Company, in consultation with the BRLMs, will determine the Issue
Price, and, in consultation with the BRLMs, the basis of allocation and entitlement to allotment based on the bids received and
subject to the confirmation by the BSE/NSE. Successful bidders will be provided with a confirmation of their allocation (subject
to a revised confirmation of allocation see page 228 of this Prospectus for further details with respect to CANs) and will be
required to pay any unpaid amount for the Equity Shares within a prescribed time. SEBI Guidelines require our Company to
complete the allotment to successful bidders within 15 days of the expiration of the Bidding Period. The Equity Shares will then
be credited and allotted to the investors demat accounts maintained with the relevant depository participant. Upon approval by
the Stock Exchanges, the Equity Shares will be listed and trading will commence.

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Disposal of Applications and Applications Money

We shall ensure dispatch of allotment advice, transfer advice or refund orders and give benefit to the beneficiary account with
Depository Participants and submit the documents pertaining to the allotment to the Stock Exchanges within two working days
of date of finalisation of allotment of Equity Shares. We shall dispatch refund above Rs. 1,500, if any, by registered post or speed
post at the sole or first Bidders sole risk.
We shall use best efforts to ensure that all steps for completion of the necessary formalities for allotment and trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed, are taken within seven working days of finalisation of the
basis of allotment.
In accordance with the Companies Act, the requirements of the Stock Exchanges and SEBI Guidelines, we further undertake
that:

allot Equity Shares only in dematerialized form within 15 days of the Bid/Issue Closing Date;

dispatch refund orders within 15 days of the Bid/Issue Closing Date would be ensured; and

Interest in Case of Delay in Dispatch of Allotment Letters/ Refund Orders in Case of Public Issues - we shall pay interest
at 15% per annum (for any delay beyond the 15-day time period as mentioned above), if allotment is not made and refund
orders are not dispatched and/or demat credits are not made to investors within the 15-day time prescribed above.

We will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Issue.
Refunds will be made by cheques, pay orders or demand drafts drawn on a bank appointed by us as a refund banker and payable
at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other
centers will be payable by the Bidders.
No separate receipts shall be issued for the money payable on the submission of Bid-cum-Application Form or Revision Form.
However, the collection center of the Syndicate Member will acknowledge the receipt of the Bid-cum-Application Forms or
Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as
the duplicate of the Bid-cum-Application Form for the records of the Bidder.

Interest on Refund of excess Bid Amount

The Company shall pay interest at the rate of 15% per annum on the excess Bid Amount received if refund orders are not
dispatched within 15 days from the Bid/Issue Closing Date as per the Guidelines issued by the GoI, Ministry of Finance pursuant
to their letter No.F/8/S/79 dated July 31, 1983, as amended by their letter No. F/14/SE/85 dated September 27, 1985, addressed
to the stock exchanges, and as further modified by SEBIs Clarification XXI dated October 27, 1997, with respect to the SEBI
Guidelines.

Rectification of Register of Members

The Company, under Section 111A of the Companies Act will have the right to rectify the register of members to comply with
the Companies Act.

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SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY
Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the important provisions of the Articles of Association
of our Company relating to members, voting rights, lien on the Equity Shares and process for modification of such rights,
forfeiture of Equity Shares, restrictions on transfer and transmission of Equity Shares and debentures and on their consolidation
and splitting are detailed below:
Capitalised terms in this section have the meaning that has been given to such terms in the Articles of Association.
Capital Increase and Reduction of Capital
Capital

3.

The Authorised Share Capital of the Company is Rs. 1,200,000,000/-1 (Rupees One
thousand two hundred million) divided into 120,000,000/- (One hundred and twenty
million) Equity Shares of Rs.10/- (Rupees ten only) each and capable from time to
time, to increase, reduce or modify its capital and to divide all or any of the shares in
the capital of the Company, for the time being, classify and reclassify such shares of
other class or classes and to attach thereto respectively such preferential, deferred,
qualified, or other special rights, privileges, conditions or restrictions as may be
determined by the Company and to vary, modify or abrogate any such rights,
privileges, conditions or restrictions in such manner and by such person as may, for
the time being, be permitted under the provisions of the Articles of Association of
the Company or legislative provisions, for the time being in force in that behalf.

Increase of capital by the

Company and how carried into
effect.

4.

The Company in General Meeting may, from time to time, increase the capital by the
creation of new shares, such increase to be of such aggregate amount and to be
divided into shares of such respective amount as the resolution shall prescribe.
Subject to the provisions of the Act, any share of the original or increased capital
shall be issued upon such terms and conditions and with such rights and privileges
annexed thereto, as the General Meeting resolving upon the creation thereof, shall
direct, and if no direction is given, as the Directors shall determine; and in particular,
such shares may be issued with a preferential or qualified right to dividends, and in
the distribution of assets of the Company, and with a right of voting at general
meeting of the Company in conformity with Section 87 and 88 of the Act. Whenever
the capital of the Company has been increased under the provisions of these Articles,
the Directors shall comply with the provisions of Section 97 of the Act.

Redeemable
Shares

6.

Subject to the provisions of Section 80 of the Act, the Company shall have the
power to issue Preference Shares which are liable to be redeemed and the resolution
authorising such issue shall prescribe the manner, terms and conditions of
redemption.

8.

The Company may (subject to the provisions of Section 78, 80 and 100 to 105
inclusive, of the Act) from time to time by Special Resolution, reduce its share
capital and any capital Redemption Reserve Account or Share Premium Account in
any manner for the time being authorised by law and in particular capital may be paid
off on the footing that it may called upon again or otherwise. This Article is not to
derogate from any power the Company would have if it were omitted.

Preference

Reduction of Capital

The authorised capital increased from Rs. 450,000,000 to Rs. 1,200,000,000 in terms of the special resolution passed by the shareholders
of the Company at their Annual General Meeting held on September 9, 2002

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Shares and Certificates

Further Issue of capital

13.

(a)

Subject to the provisions of the Act, where at any time after the expiry of
two years from the formation of the Company or the expiry of one year
from the allotment of shares made for the first time after its formation
whichever is earlier, it is proposed to increase the subscribed capital of the
Company by allotment of further shares, whether out of unissued share
capital or out of increased share capital, then such further shares shall be
offered to the persons who at the date of the offer, are holders of the equity
shares of the Company, in proportion, as nearly as circumstances admit, to
the capital paid up on these shares at the date. Such offer shall be made by
a notice specifying the number of shares offered and limiting a time not
being less than fifteen days from the date of the offer within which the
offer, if not accepted, will be deemed to have been declined. Such offer
shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to them in favour of any other person and the
notice referred to above hereof shall contain this statement of this right,
provided that the directors may decline, without assigning any reason to
allot any shares to any person in whose favour any member may renounce
the shares offerred to him. After the expiry of the time specified in the
notice aforesaid or on receipt of earlier intimation from the person to whom
such notice is given that he declines to accept the shares offered, the
Board may dispose of them in such manner as they think most beneficial to
the Company.

(b)

Notwithstanding anything contained in the preceding sub-clause, the

Company may:-

(c)

i)

by a special resolution; or

ii)

where no such special resolution is passed, if the votes cast (whether

on a show of hands, or on a poll as the case may be) in favour of the
proposal contained in the resolution moved in that general meeting
(including the casting vote, if any, of the Chairman) by Members
who, being entitled so to do, vote in person, or where proxies are
allowed, by proxy exceed the votes, if any, cast against the proposal
by Members so entitled and voting and the Central Government is
satisfied, on an application made by the Board of Directors in this
behalf, that the proposal is most beneficial to the Company, offer
further shares to any person or may not include the persons who at
the date of the offer, are the holders of the equity shares of the
Company.

Notwithstanding anything contained in sub-clause (a) above, but subject,

however, to Section 81 (3) of the Act, the Company may increase its
subscribed capital on exercise of an option attached to the debentures
issued or loans raised by the Company to convert such debenture or loans
into shares, or to subscribe for shares in the Company, provided however
that the terms of the debentures or loans include a term providing for such
option is in conformity with the rules, if any made by the Central Government
in this behalf and has also been approved by a special resolution in the
General Meeting.

243

Shares under control of

Directors

14.

Subject to the provisions of these Articles and of the Act, the shares (including any
shares forming part of any increased capital of the Company) shall be under the
control of the Directors; who may allot or otherwise dispose of the same to such
persons in such proportion on such terms and conditions and at such times as the
Directors think fit and subject to the sanction of the Company in General Meeting
with full power, to give any person the option to call for or be allotted shares of any
class of the Company either (subject to the provisions of Sections 78 and 79 of the
Act) at premium or at par or a discount and such option being exercisable for such
time and for such consideration as the Directors think fit. The Board shall cause to
be filed the returns as to allotment provided for in Section 75 of the Act.

Power also to Company to issue

shares in General Meeting

16.

In addition to and without derogating from the powers for that purpose conferred on
the Board under Articles 13 and 14 the Company in General Meeting may, subject
to the provisions of Section 81 of the Act, determine that any shares (whether
forming part of the original capital or of any increased capital of the Company) shall
be offered to such person (whether members or not) in such proportion and on such
terms and conditions and either (subject to compliance with the provisions of
Sections 78 and 79 of the Act) at a premium or at par or at a discount as such General
Meeting shall determine and with full power to give any person (whether a member
or not) the option to call for or be allotted shares of any class of the Company either
(subject to compliance with the provisions of Section 78 and 79 of the Act) at a
premium or at par or at a discount, such option being exercisable at such times and
for such consideration as may be directed by such General Meeting or the Company
in General Meeting may make any other provision whatsoever for the issue,
allotment, or disposal of any shares.

Deposit and call etc. to be a

debt payable immediately

18.

The money (if any) which the Board shall, on the allotment of any shares being made
by them, require or direct to be paid by way of deposit, call or otherwise, in respect
of any shares allotted by them, shall immediately on the insertion of the name of the
allottee in the Register of Members as the name of the holder of such shares,
become a debt due to and recoverable by the Company from the allottee thereof,
and shall be paid by him accordingly.

Liability of Members

19.

Every Member, or his heirs, executors, or administrator shall pay to the Company the
portion of the capital represented by his share or shares which may, for the time
being, remain unpaid thereon, in such amounts, at such time or times, and in such
manner as the Board shall, from time to time in accordance with the Companys
regulations, require or fix for the payment thereof.

Share Certificates

20.

(a)

Every Member or allottee of shares shall be entitled, with or without payment,

to receive one share certificate specifying the name of the person in whose
favour it is issued, the shares to which it relates and the amount paid-up
thereon. Such certificate shall be issued only in pursuance of a resolution
passed by the Board and on surrender to the Company of its letter of
allotment or its fractional coupons of requisite value, save in case of issues
against letters of acceptance or of renunciation or in case of issue of bonus
shares. Every such certificate shall be issued under the seal of the Company,
which shall be affixed in the presence of two Directors or persons acting on
behalf of the Directors under a duly registered power of attorney and the
Secretary or some other person appointed by the Board for the purpose,
and two Directors or their Attorneys and the Secretary or other person shall
sign the share certificate, provided that if the composition of the Board
244

permits of it, at least one of the aforesaid two Directors shall be a person
other than a Managing or whole time Director. Particulars of every share
Certificate issued shall be entered in the Register of Members against the
name of the person to whom it has been issued, indicating the date of
issue, provided however that no share certificate(s) shall be issued for
shares held by a Depository.
(b)

Any two or more joint allottees of a share shall, for the purpose of this
Article, be treated as a single Member, and the certificate of any share,
which may be the subject of joint ownership, may be delivered to anyone
of such joint owners on behalf of all of them. For any further certificate the
Board shall be entitled, but shall not be bound, to prescribe a charge not
exceeding Rupee One. The Company shall comply with the provisions of
Section 113 of the Act.

(c)

A Director may sign a share certificate by affixing his signature thereon by

means of any machine, equipment or other mechanical means, such as
engraving in metal or lithography, but not by means of a rubber stamp,
provided that the Director shall be responsible for the safe custody of such
machine, equipment or other material used for the purpose.

(d)

The Company shall not be bound to register more than 3 persons as the
joint holders of any share except in the case of executors or trustees of a
deceased member and in respect of a share held jointly by several persons,
the Company shall not issue more than one certificate and the delivery of a
certificate for a share to any one of several joint holders shall be sufficient
delivery to all such holders.

(e)

Particulars of every share certificate issued shall be entered in the Register

of Members against the name of the person to whom it has been issued
indicating the date of issue.

(f)

The provisions stated above shall not be applicable to dematerialised Shares

and shares held in fungible form with a Depository.

Dematerialisation of Securities

25.

Notwithstanding anything contained in these Articles, the Company shall be entitled

to dematerialise its existing securities, rematerialise its securities held in the
Depositories and / or offer its fresh securities in a dematerialised form pursuant to
the Depositories Act, and the rules framed thereunder, if any.

Securities in Depositories

29.

All securities held by a Depository shall be dematerialised and be in fungible form.

Nothing contained in Sections 153, 153A, 153B, 187B, 187C and 372A of the Act,
shall apply to a Depository in respect of the securities held by it on behalf of the
Beneficial Owner.

Beneficial Owner deemed as

absolute owner

33.

Except as ordered by a Court of competent jurisdiction or as required by law, the

Company shall be entitled to treat the person whose name appears on the Register
of Members as the holder of any share or where the name appears as the Beneficial
Owner of shares in the records of the Depository as the absolute owner thereof and
accordingly shall not be bound to recognise any benami trust or equitable, contingent,
future or partial interest in any share, or (except only as is by these Articles otherwise
expressly provided) any right in respect of a share other than an absolute right
thereto in accordance with these Articles, on the part of any other person whether or
245

not it has express or implied notice thereof, but the Board shall be entitled at their
sole discretion to register any share in the joint names of any two or more persons
or the survivor or survivors of them.
Allotment of Securities dealt
with in a Depository

41.

Notwithstanding anything in the Act, or these Articles where securities are dealt
with by a Depository, the Company shall intimate the details thereof to the Depository
immediately on allotment of such securities.
Interest out of Capital

Interest may be paid out of

capital

47.

Where any shares are issued for the purpose of raising money to defray the expenses
of the construction of any work or building, or the provision of any plant, which
cannot be made profitable for a lengthy period, the Company may pay interest on
so much of that share capital as is for the time being paid up, for the period, at the
rate and subject to the conditions and restrictions provided by Section 208 of the
Act and may charge the same to capital as part of the cost of construction of the
work or building, or the provision of plant.
Calls

Directors may make calls

48.

The Board may, from time to time, subject to the terms on which any shares may
have been issued and subject to the conditions of allotment, by a resolution passed
at a meeting of the Board (and not by resolution by circulation) make such call as it
thinks fit upon the Members in respect of all moneys unpaid on the shares held by
them respectively and each Member shall pay the amount of every call so made on
him to the person or persons and at all times and places appointed by the Board. A
call may be made payable by installments.

Calls to carry interest

55.

If any Member fails to pay any call due from him on the day appointed for payment
thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest
on the same from the day appointed for the payment thereof to the time of actual
payment at such rate as shall from time to time be fixed by the Board but nothing in
this Article shall render it obligatory for the Board to demand or recover any interest
from any such Member.
Forfeiture of Shares

If money payable on shares not 65.

paid notice to be given to
Members

If any Member fails to pay any call or installment of a call on or before the day
appointed for the payment of the same or any such extension thereof as aforesaid,
the Board may at any time thereafter, during such time as the call or installment
remains unpaid, give notice to him requiring him to pay the same together with any
interest that may have accrued and all expenses that may have been incurred by the
Company by reason of such non-payment.

In default of payment, shares to 67.

be forfeited

If the requirements of any such notice as aforesaid shall not be complied with, every
or any share in respect of which such notice has been given, may at any time
thereafter before payment of all calls or installments, interest and expenses due in
respect thereof, be forfeited by a resolution of the Board to that effect. Such
forfeiture shall include all dividends declared or any other moneys payable in
respect of the forfeited share not actually paid before the forfeiture.

246

Transfer and Transmission of Shares

Register of Transfers

76.

The Company shall keep a Register of Transfer and therein shall be fairly and
distinctly entered particulars of every transfer or transmission of any share in the
material form.

Closure of Register of members

of Debenture holders

79.

The Board shall have power on giving not less than seven days previous notice by
advertisement in some newspaper circulating in the district in which the office of
the Company is situate to close the Transfer Books, the Register of Members or
Register of Debenture-holder at such time or times and for such period or periods,
not exceeding in the aggregate forty-five days in each year, and thirty days at one
time.

Directors power to refuse to

register a transfer

80.

Subject to the provisions of Section 111 of the Act, the Board may, at its own
absolute and uncontrolled discretion and without assigning any reason, decline to
register or acknowledge any transfer of shares (whether fully paid or not and
notwithstanding that the proposed Transferee be already a member), but in such
case it shall, within two months from the date on which the instrument of transfer
was lodged with the Company, send to the Transferee and the Transferor notice of
the refusal to register such transfer provided that the registration of a transfer shall
not be refused on the ground that the Transferor being either alone or jointly with
any other person or persons indebted to the Company on any account whatsoever
except a lien on shares.

Death of one or more joint- 82.

holders of shares

In the case of the death of any one or more of the persons named in the Register of
Members as the joint holders of any share, the survivor or survivors shall be the
only persons recognised by the Company as having any title to or interest in such
share, but nothing herein contained shall be taken to release the estate of a deceased
joint- holder from an liability on shares held by him jointly with any other person.
Nomination

91.

Every shareholder or debenture holder of the Company, may at anytime, nominate,

in the prescribed manner, a person to whom his shares in, or debentures of the
Company shall vest in the event of his death.

92.

Where the shares in, or debentures of the Company are held by more than one
person jointly, the joint holders may together nominate, in the prescribed manner,
a person to whom all the rights in the shares or debentures of the Company as the
case may be, shall vest in the event of death of all the joint holders.
Buy back of Shares

96.

Subject to the provisions of sections 77A, 77AA, 77B and 217 (2B) of the Act, the
Company is hereby authorised to buy-back the Companys shares or other specified
securities out of its free reserves or its securities premium account or from the
proceeds of any shares or other specified securities; Provided that no buy-back of
any kind of shares or other specified securities shall be made out of the proceeds of
an earlier issue of the same kind of shares or the same kind of other specified
securities.

247

Borrowing Powers
Borrowing Powers

105.

Subject to the provisions of Sections 58A, 292 and 293 of the Act, the Board may,
from time to time at its discretion by a resolution passed at a meeting of the Board,
accept deposit from members either in advance of calls or otherwise and generally
raise or borrow or secure the repayment of any sum or sums of money for the
purposes of the Company. Provided, however, where the moneys to be borrowed
together with the moneys already borrowed (apart from temporary loans obtained
from the Companys bankers in the ordinary course of the business) exceed the
aggregate of the paid up capital of the Company and its free reserves (not being
reserves set apart for any specific purpose) the Board shall not borrow such moneys
without the consent of the Company in General Meeting. Subject to the provisions
of the Act and of these Articles, the Board may, from time to time at its discretion, by
a resolution passed at a meeting of the Board, receive deposits from its members,
directors or their relatives and receive loans from its members, either in advance of
call or otherwise, and generally raise or borrow money either in India or abroad by
way of loans, overdrafts, cash credit or by issue of bonds denominated in various
currencies, debentures or debenture stock with or without any option attached to it
(perpetual or otherwise), commercial paper or in any other manner, from any bank,
financial institution, company, Government or any authority or any other body for
the purpose of the Company and may secure the payment of any sums of money so
received, raised or borrowed.
Share Warrants

110.

The Company may issue share warrants subject to, and in accordance with, the
provisions of Section 144 and 115 of the Act and accordingly the Board may in its
discretion, with respect to any share which is fully paid, upon application in writing,
signed by the person registered as holder of the share, from time to time, require as
to identity of the person signing the application, on receiving the certificate (if any)
of the share, and the amount of the stamp duty on the warrant and such fee as the
Board may from time to time require, issue a share warrant.
Conversion of Shares into Stock and Reconversion

Shares may be converted into

stock

116.

The Company, in General Meeting, may convert any paid-up shares into stock, and
when any shares shall have been converted into stock, the several holders of such
stock may henceforth transfer their respective interests therein, or any part of such
interest, in the same manner and subject to the same regulations as, and subject to
which shares from which the stock arise might have been transferred if no such
conversion had taken place or as near thereto as circumstances will admit. The
Company may, at any time, convert any stock into paid-up shares of any
denomination. Where any shares have been so converted into stock, the holders of
stock may then transfer their respective interests in the same or part thereof in the
same manner, as and subject to the same restrictions under which the shares from
which the stock arose before conversion might have been transferred., or as near
thereto as circumstances admit. Provided however that the Board may, from time to
time, fix the minimum amount of stock transferable.
Meeting of Members

118.

The Company shall, within a period of not less than one month nor more than six
months from which it is entitled to commence business, hold the Statutory Meeting
of the members of the Company subject to and in accordance with the provisions
of Section 165 of the Act.
248

119.

The Company shall in each year hold a General Meeting as its Annual General
Meeting in addition to any other meetings in that year. All General Meetings other
than Annual General Meetings shall be called Extra-ordinary General Meetings. An
Annual General Meeting of the Company shall be held within six months after the
expiry of each financial year, provided that not more than fifteen months shall
lapse between the date of one Annual General Meeting and that of the next.
Provided that it will be permissible to hold its first Annual General Meeting within
a period of not less than eighteen months from the date of its incorporation; and if
such meeting is held within that period it shall not be necessary for the Company
to hold any Annual General Meeting in the year of its incorporation or in the
following calendar year. Nothing contained in the foregoing provisions shall be
taken as affecting the right conferred upon the Registrar under the provisions of
Section 166 (i) of the Act to extend the time within which any Annual General
Meting may be held. Every Annual General Meeting shall be called for at a time
during business hours, on a day that is not a public holiday, and shall be held at the
office of the Company or at some other place within the city in which the office of
the Company is situate as the Board may determine and the notice calling the
Meeting shall specify it as the Annual General Meeting. The Company may in any
one Annual General Meeting fix the time for its subsequent Annual General
Meetings. Every member of the Company shall be entitled to attend either in
person or by proxy and the Auditor of the Company shall have the right to attend
and to be heard at any General Meeting which he attends on any part of the
business which concerns him as Auditor. At every Annual General Meeting of the
Company there shall be laid on the table the Directors Report and Audited
Statement of Accounts, Auditors Report (if not already incorporated in the Audited
Statement of Accounts), the Proxy Register with Proxies and the Register of
Directors shareholdings which latter Register shall remain open and accessible
during the continuance of the meeting. The Board shall cause to be prepared the
Annual List of Members, Summary of the Share Capital, Balance Sheet and Profit
and Loss Account and forward the same to the Registrar in accordance with
Section 159, 161 and 220 of the Act.

Extraordinary General Meeting 120.

The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it
shall do so upon a requisition in writing by any Member or Members holding in the
aggregate not less than one-tenth of such of the paid-up capital as at that date
carries the right of voting in regard to the matter in respect of which the requisition
has been made.

Notice of Meeting

Save and except the Statutory Meeting, twenty-one days notice at the least of
every General Meeting, Annual or Extraordinary, and by whomsoever called
specifying the day, place and hour of Meeting, and the general nature of the business
to be transacted thereat, shall be given in the manner hereinafter provided, to such
persons as are under these Articles entitled to receive notice from the Company.
Provided that in the case of an Annual General Meeting with the consent in writing
of all the members entitled to vote thereat and in case of any other Meeting, with
the consent of the Members holding not less than 95 per cent of such part of the
paid-up share capital of the Company as gives a right to vote at the Meeting, a
Meeting may be convened by a shorter notice. In the case of an Annual General
Meeting if any business other than (i) the consideration of the Accounts, Balance
Sheet and Reports of the Board of Directors and Auditors (ii) the declaration of
dividend (iii) the appointment of Directors in place of those retiring, (iv) the

Annual General Meeting and

Annual Return

124.

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appointment of, and fixing of the remuneration of the Auditors, is to be transacted,

and in the case of any other Meeting in any event there shall be annexed to the
notice of the Meeting a statement setting out all material facts concerning each
such item of business including in particular the nature of the concern or interest,
if any, therein of every Director, and the Manager (if any). Where any such item or
special business relates to, or affects any other company, the extent of share
holding interest in the other company of every Director, and the Manager, if any of
the Company shall also be set out in the statement if the extent of such shareholding
interest is not less than 2 percent of the paid-up share capital of that other company.
Where any item of business consists of the according of approval to any documents
by the meeting, the time and place where the document can be inspected shall be
specified in the statement aforesaid.
Quorum for the General
Meeting

127.

Five Members present in person shall be a quorum for a General Meeting. The
Quorum for the meeting shall be as provided in Section 174 of the Act.

Chairman of General Meeting

130.

The chairman (if any) of the Directors shall be entitled to take the Chair at every
General Meeting, whether Annual or Extraordinary. If there be no such Chairman of
the Directors, or if at any Meeting he shall not be present within fifteen minutes of
the time appointed for holding such Meeting or if he shall be unable or unwilling to
take the chair then the members present shall elect another Director as Chairman,
and if no Director be present or if all the Directors present decline to take the Chair,
then the Members present shall elect one of their number to be Chairman.

Question at General Meeting

how decided

133.

At any General Meeting, a resolution put to the vote of the meeting shall be decided
on a show of hands, unless before or on the declaration of the result of the show
of hands, a poll is ordered to be taken by the Chairman of the meeting of his own
motion or unless a poll is demanded by any member or members present in person
or by proxy and holding shares in the company;

Chairmans casting vote

(a)

which confer a power to vote on the resolution not being less than one-tenth
of the total voting power in respect of the resolution or

(b)

on which an aggregate sum of not less than Rupees 50,000 has been paid
up.

134.

The demand for a poll may be withdrawn at any time by the person or persons who
made the demand.

135.

Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on

a show of hands, been carried or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in the Minutes Book of the Company shall be
conclusive evidence of the fact, without proof of the number or proportion of the
votes recorded in favour of or against that resolution.

136.

In the case of an equality of votes, the Chairman shall both on a show of hands and at
a poll (if any) have a casting vote in addition to the vote or votes to which he may
be entitled as a Member.
Vote of Members

Number of votes to which 142.

member entitled

Subject to the provisions of the Articles and without prejudice to any special privileges
or restrictions as to voting for the time being attached to any class of shares for the
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time being forming part of the capital of the Company, every Member, not disqualified
by the last preceding Article, shall be entitled to be present and to speak and vote
at such Meeting and on a show of hands, every Member present in person shall
have one vote and upon a poll the voting right of every Member present in person
or by proxy shall be in proportion to his share of the paid-up equity share capital of
the Company. Provided, however, if any preference shareholder be present at any
Meeting of the Company, save as provided in clause (b) of sub-section (2) of Section
87, he shall have a right to vote only on resolutions placed before the Meeting
which directly affect the rights attached to his preference shares.
Casting of votes by a Member 143.
entitled to more than one vote

On a poll taken at a meeting of the Company, a Member entitled to more than one
vote, or his proxy or other person entitled to vote for him, as the case may be, need
not, if he votes, use all his votes or cast in the same way all the votes he uses.
Minutes of Meeting

Minutes of General Meetings

and inspection thereof by
Members

157.

The Company shall cause minutes of all proceedings of every General Meeting to be
kept within thirty days of the conclusion of every such Meeting and concerned
entries thereof in books kept for that purpose with their pages consecutively
numbered.
Directors

Number of Directors

165.

Until otherwise determined by a General Meeting of the Company and subject to

the provisions of Section 252 of the Act, the number of Directors shall not be less
than three and not be more than twelve.

First Directors

166.

The following are the First Directors of the Company:

(a)

Mr. Arun Kumar Bahl,

(b)

Mr. Ranjan Garg,

(c)

Mr. Bhaskar Das.

Right of TIML to Appoint One-Third Directors

Appointment of Directors

168.

TIML shall, as long as its hold not less than twenty six percent 26% of the total
Paid-up Share Capital of the Company, be entitled, by a notice in writing addressed
to the Company by its authorised representative, to appoint such number of person
or persons as Director or Directors of the Company as shall, together with the
Managing Director or Managing Directors constitute one- third of the total number
of Directors for the time being of the Company, and to remove such person or
persons from office of Director or Directors and on a vacancy being caused in such
office due to any cause whatsoever whether by resignation, retirement, death,
removal or otherwise, of any such person or persons so appointed, to appoint
another or others to fill such vacancy or vacancies. An appointment or removal of
the Director or Directors under this Article shall become effective forthwith upon
receipt by the Company of the aforesaid writing. Subject to the provisions of the
Act, the Managing Director so appointed by TIML shall not be liable to retire at any
General Meeting of the Company.

Provision to appoint ex-officio 169.

Directors

Whenever the Company/ directors enter into a contract with any Government,
Central, State or Local, any bank or financial institution or any person or persons
(hereinafter referred to as the appointer) for borrowing any money or for providing
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any guarantee or security or for technical collaboration or assistance or for

underwriting or enter into any other arrangement whatsoever, the Directors shall
have, subject to the provisions of Section 255 of the Act, the power to agree that
such appointer shall have the right to appoint or nominate, by a notice in writing
addressed to the Company, one or more Directors on the Board for such period and
upon such conditions as may be mentioned in the agreement and that such Director
or Directors may not be liable to retire by rotation nor be required to hold any
qualification shares. The Directors may also agree that any such Director or Directors
may be removed from time to time by the appointer entitled to appoint or nominate
them and the appointer may appoint another or others in his or their place and also
fill in any vacancy, which may occur as a result of any such Director or Directors
ceasing to hold that office for any reason whatsoever. The Directors appointed or
nominated under this Article shall be entitled to exercise and enjoy all or any of the
rights and privileges exercised and enjoyed by the Directors of the Company
including payment of remuneration and travelling expenses to such Director or
Directors as may be agreed by the Company with the appointer.
Nominee Director

Appointment of Alternate
Directors

170.

Notwithstanding anything to the contrary contained in these Articles, so long as

any moneys remain owing by the Company to the Industrial Development Bank of
India (IDBI), Industrial Finance Corporation of India (IFCI), the Industrial Credit and
Investment Corporation of India Limited (ICICI), Life Insurance Corporation of India
(LIC), Unit Trust of India (UTI), General Insurance Corporation of India (GIC), National
Insurance Company Limited (NIC), The Orient Fire and General Insurance Company
Limited (OFGI), The New India Assurance Company Limited (NIA), United India
Insurance Company Limited (UI) or a State Financial Corporation or any financial
institution owned or controlled by the Central Government or a State Government
or the Reserve Bank of India or by two or more of them or by Central Government
or State Government by themselves (each of the above is hereinafter in this
Article referred to as the Corporation), out of any loans/debenture assistance
granted by them to the Company or so long as the Corporation holds or continues
to hold Debentures/ Shares in the Company as a result of underwriting or by direct
subscription or private placement, or so long as any liability of the Company arising
out of any Guarantee furnished by the Corporation on behalf of the Company
remains outstanding, the Corporation shall have a right to appoint, from time to
time, any person or persons as a Director or Directors, whole-time or non- wholetime,
(which Director or Directors, is/are hereinafter referred to as Nominee Director/s)
on the Board of the Company and to remove from such office any person or
persons so appointed and to appoint any person or persons in his or their place/s.

178.

The Board may appoint an Alternate Director to act for a Director (hereinafter called
the Original Director) during his absence for a period of not less than three months
from the State in which meetings of the Board are ordinarily held. An Alternate
Director appointed under this Article shall not hold office for a period longer than
that permissible to the Original Director in whose place he has been appointed and
shall vacate office if and when the Original Director returns to that State. If the term
of office of the original Director is determined before he so returns to that State, any
provisions in the Act or in these Articles for the automatic reappointment of retiring
Director in default of another appointment shall apply to the Original Director and
not to the Alternate Director.

252

Qualification of Directors

180.

A Director shall not be required to hold any share qualification.

Retirement and rotation of

Directors

193.

At every Annual General Meeting of the Company, one-third of such of the Directors
for the time being as are liable to retire by rotation or if their number is not three or
a multiple of three, the number nearest to one-third shall retire from Office of
Directors. The non-retiring Directors, Ex-Officio Directors/Nominee Directors and
Debentures Directors, if any, shall not be subject to retirement under this clause and
shall not be taken into account in determining the rotation of retirement or the
number of Directors to retire.
Proceedings of the Board of Directors

Meeting of Directors

207.

The Directors may meet together as a Board for the dispatch of business from time to
time and shall so meet at least once in every three months and at least four such
meetings shall be held in every year. The Directors may adjourn and otherwise
regulate their meetings, as they think fit.

Notice of Directors Meeting

208.

Notice of every meeting of the Board shall be given in writing to every Director
whether in or outside India, and otherwise regulate their meetings, as they think fit.

Quorum of Board Meeting

209.

Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be
one-third of its total strength (excluding Directors, if any, whose places may be
vacant at the time and any fraction contained in that one-third being rounded off as
one) or two Directors, whichever is higher, provided that where at any time the
number of interested Directors exceeds or is equal to two- third of the total strength,
the number of the remaining Directors, that is to say, the number of Directors who
are not interested, present at the meeting being not less than two, shall be the
quorum during such meeting.

Adjournment of meeting for

want of quorum

210.

If a meeting of the Board could not be held for want of a quorum then, the meeting
shall stand adjourned to such other date and time (if any) as may be fixed by the
Chairman.
Management

222.

The Company shall not appoint or employ at the same time more than one of the
following categories of managerial personnel namely Managing Director or Manager.

223.

The Directors shall, from time to time, appoint a Secretary and, at their discretion,
remove any such Secretary to perform any functions, which by the Act are to be
performed by the Secretary and to execute any other ministerial or administrative
duties, which may from time to time be assigned to the Secretary by the Directors.
The Directors may also appoint at any time any person or persons (who need not be
the Secretary) to keep the Registers required to be kept by the Company.
The Seal

224.

(a)

The Board shall provide a Common Seal for the purposes of the Company,
and shall have the power, from time to time, to destroy the same and
substitute a new Seal in lieu thereof, and the Board shall provide for the
safe custody of the Seal for the time being and the Seal shall never be used
except by the authority of the Board or a Committee of the Board previously
given.

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(b)

The Company shall also be at liberty to have an official Seal in accordance

with Section 50 of the Act, for use in any territory, district or place outside
India.
Dividends

Division of profits and

dividends in proportion to
amount paid up

226.

The profits of the Company, subject to any special rights relating thereof created or
authorised to be created by these Articles and subject to the provisions of these
Articles, shall be divisible among the members in proportion to the amount of
capital paid up or credited as paid up and to the period during the year for which the
capital is paid-up on the shares held by them respectively.

The Company in General

Meeting may declare a
dividend

227.

The Company in General Meeting may declare dividends to be paid to Members

according to their respective rights, but no dividends shall exceed the amount
recommended by the Board, but the Company in General Meeting may declare a
smaller dividend.

Interim dividend

229.

The Board may, from time to time, pay to the Members such interim dividend as in
their judgement the position of the Company justifies.
Accounts

Directors to keep true accounts

240.

The Company shall keep at the office or at such other place in India as the Board
thinks fit proper Books of Account in accordance with Section 209 of the Act with
respect to :
(a)

all sums of money received and expended by the Company and the matters
in respect of which the receipts and expenditure take place;

(b)

all sales and purchases of goods by the Company.

(c)

the assets and liabilities of the Company.

Documents and Notice

Manner or service of
documents or notice on
Members by Company

249.

A document or notice may be served or given by the Company on any Member

either personally or by sending it by post to him to his registered address or (if he
has no registered address in India) to the address, if any, in India supplied by him to
the Company for serving documents or notices on him.

When notices of documents

served on Members

250.

Where a document or notice is sent by post, service of the document or notice shall
be deemed to be effected by properly addressing, preparing and posting a letter
containing the document or notice, provided, that where a Member has intimated
to the Company in advance that documents or notices should be sent to him under
a certificate of posting or by registered post with or without acknowledgment due
and has deposited with the Company a sum sufficient to defray the expenses of
doing so, service of the document or notice shall not be deemed to be effected
unless it is sent in the manner intimated by the member and such service shall be
deemed to be effected unless it is sent in the manner intimated by the member and
such service shall be deemed to have been effected in the case of a Notice of a
meeting at the expiration of forty eight hours (48) after the letter containing the
document or notice is posted and in any other cases, at the time at which the letter
would be delivered in the ordinary course of post.

254

Winding-up
Liquidator may divide assets in
specie

258.

The Liquidator on any winding-up (whether voluntary, under supervision or

compulsory) may, with the sanction of a Special Resolution, but subject to the
rights attached to any preference share capital, divide among the contributories in
specie any part of the assets of the Company and may with the like sanction, vest
any part of the assets of the Company in trustees upon such trusts for the benefit
of the contributories as the liquidator, with the like sanction, shall think fit.
Indemnity and Responsibility

Indemnity

259.

Subject to Section 201 of the Act, every Director, Officer or Agent for the time being
of the Company shall be indemnified out of the assets of the Company against all
liability incurred by him in defending any proceedings, whether civil or criminal in
which judgement is given in his favour or in which he is acquitted or discharged or
in connection with any application under Section 633 of the Act in which relief is
granted to him by the Court.

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SECTION IX OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or
contracts entered into more than two years before the date of filing of this Prospectus) which are or may be deemed material
have been entered or to be entered into by the Company. These contracts, copies of which have been attached to the copy of
the Red Herring Prospectus have been delivered to the Registrar of Companies, Maharashtra for registration and also the
documents for inspection referred to hereunder, may have been inspected at the Registered Office of our Company located at
4th Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (W), Mumbai 400 013, from 10.00 a.m. to 4.00 p.m. on
working days from the date of filing of the Red Herring Prospectus until the Bid Closing Date / Issue Closing Date of this Issue.

Material Contracts for Inspection

1.

Letter of Engagement dated August 31, 2005 from JM Morgan Stanley Private Limited and ENAM offering their services
to act as BRLMs and Companys acceptance thereto.

2.

Memorandum of Understanding dated November 10, 2005 between the Company and the BRLMs to this Issue, as
amended by the agreement dated January 9, 2005.

3.

Memorandum of Understanding dated November 8, 2005 between the Company and Karvy Computershare Private
Limited as Registrars.

4.

Escrow Agreement dated January 20, 2006 between the Company, the BRLMs, Escrow Collection Bank and the Registrar
to this Issue.

5.

Underwriting Agreement dated January 31, 2006 between the Company, BRLMs and the Syndicate Member.

6.

Syndicate Agreement dated January 20, 2006 between the Company, BRLMs and the Syndicate Member.

7.

Stabilisation Agreement dated November 11, 2005 between the Company, the Green Shoe Lender and the Stabilising
Agent in relation to the Green Shoe Option.

Material Documents for Inspection

1.

Certified true copies of the Memorandum and Articles of Association of the Company, as amended from time to time.

2.

Certified true copies of the Memorandum and Articles of Association of TIMPL, as amended from time to time.

3.

Certificate of Incorporation of the Company dated June 24, 1999 and the Certificate of Commencements of Business
dated August 2, 1999.

4.

Certificate of Incorporation of TIMPL dated October 26, 2005.

5.

Extraordinary General Meeting resolution dated November 5, 2005 and the resolution of the Board dated November 5,
2005 authorizing this Issue under section 81(1A) of the Companies Act, 1956.

6.

Copies of the Annual Reports of the Company for the years ended March 31, 2001; March 31, 2002; March 31, 2003;
March 31, 2004 and March 31, 2005.

7.

Copy of the Statement of Tax Benefits report dated October 28, 2005 issued by Sunil Chopra & Co., Chartered Accountants.

8.

Report of the statutory Auditors dated November 5, 2005 for six months ended September 30, 2005.

9.

Consents of Auditors, Bankers to the Company, BRLMs, Syndicate Members, financial advisors to the Company, legal
advisors to this Issue, Directors, Company Secretary, Registrar to this Issue, Bankers to this Issue, Compliance Officer as
referred to, in their respective capacities.

10. Listing application dated November 11, 2005 and November 11, 2005 filed with the NSE and the BSE, respectively.
11. In-principle listing approvals dated November 29, 2005 and December 5, 2005 from BSE and NSE, respectively.
12. Tripartite agreement between the NSDL, our Company and the Registrar dated January 12, 2006.
13. Tripartite agreement between the CDSL, our Company and the Registrar dated January 4, 2006.

256

14. Due diligence Certificate dated November 11, 2005 to SEBI from JMMS and Enam.
15. SEBI observation letter no. CFD/DIL/SM/55438/2005 dated December 9, 2005 and the reply given thereof.
16. Share Purchase Agreement between Double Honour Holdings Limited and Bennett, Coleman & Co. Limited and Times
Infotainment Media Limited dated October 25, 2005.
17. Share Purchase Agreement between Double Honour Holdings Limited and Bennett, Coleman & Co. Limited, Times
Infotainment Media Limited and Entertainment Network (India) Limited dated October 25, 2005.
18. Business Transfer Agreement between Times Infotainment Limited and Times Innovative Media Private Limited dated
November 4, 2005.
19. Certified true copy of the order of the High Court of Bombay dated October 28, 2005 for reduction of the capital of the
Company and certificate from the Registrar of Companies, Maharashtra dated October 31, 2005 acknowledging the order
of the High Court of Bombay.
20. Letter from the MIB dated January 10, 2006, which sets forth the details of the Migration Fees payable by the Company.
This Migration Fees has since been paid vide our letter dated January 16, 2006.
21. Letter from the MIB dated January 10, 2006, which sets forth the details of the remaining OTEF amount payable by the
Company with respect to the seven new cities that the Company has successfully bid for. This OTEF amount has, to the
extent applicable, since been paid vide our letter dated January 16, 2006.
22. Letter from Ministry of Law, Justice and Company Affairs, Government of India dated February 18, 2002 approving the
appointment of Mr. A.P. Parigi as the Managing Director of the Company for a period of five (5) years from August 1, 2000.
23. Letter from Ministry of Law, Justice and Company Affairs, Government of India dated July 5, 2004 approving the revision
in the remuneration payable to Mr. A.P. Parigi.
24. Certified True Copy of the resolution of the Extra-ordinary General Meeting dated August 26, 2005 approving the reappointment of Mr. A. P. Parigi as the Managing Director for a period of four(4) years commencing from August 1, 2005.
25. Certified True Copy of the resolution of the Extra-ordinary General Meeting dated November 5, 2005 authorising the
Company to borrow up to Rs. Five (5) Billion under sections 293(1)(a) and 293(1)(d) of the Companies Act, 1956.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so required in the
interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the
provisions contained in the Companies Act and other relevant statutes.

257

DECLARATION
We, the Directors of our Company, hereby declare that, all the relevant provisions of the Companies Act, 1956, and the
guidelines issued by the Government of India or the guidelines issued by the Securities and Exchange Board of India, as the
case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies
Act, 1956, the Securities and Exchange Board of India Act, 1992 or rules made there under or guidelines issued, as the case may
be. We further certify that all the disclosures and statements made in this Prospectus are true and correct.

Signed by all the Directors

Mr. A. P. Parigi
Mr. Ravindra Dhariwal
Mr. N. Kumar
Mr. Deepak M. Satwalekar
Signed by the Managing Director
Mr. A. P. Parigi
Signed by the Chief Financial Officer
Mr. Harvinderjit Singh Bhatia
SIGNED
Place: Mumbai
Date: February 2, 2006

258