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NOTICE NOTICE is hereby given that the SIXTEENTH any director or officer or person and to do all such Annual General Meeting (AGM) of the Members of acts, deeds, matters and things for giving effect to this ENTERTAINMENT NETWORK (INDIA) LIMITED resolution.” will be held on Monday, September 14, 2015 at Special Business: 3.00 p.m. at Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy, Sayani Road, Near 6. Ratification of remuneration payable to cost Siddhivinayak Temple, Prabhadevi, Mumbai: 400025, to auditors transact the following business: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: Ordinary Business: “RESOLVED THAT pursuant to the provision of 1. To receive, consider and adopt the audited financial Section 148 and all other applicable provisions of the statements of the Company for the financial year Companies Act, 2013, read with the Companies (Audit ended March 31, 2015 and the Reports of the Board and Auditors) Rules, 2014 and all other applicable of Directors and Auditors thereon. rules made under the Companies Act, 2013 (including 2. To receive, consider and adopt the audited any statutory modification(s) or re-enactment thereof consolidated financial statements of the Company for the time being in force), the Cost Auditors, for the financial year ended March 31, 2015 and the M/s. R. Nanabhoy & Co., Cost Accountants (Firm Report of the Auditors thereon. registration number- 00010), appointed by the Board of Directors of the Company as recommended by 3. To declare dividend on equity shares. the Audit Committee to conduct the audit of the cost 4. To appoint a director in place of Mr. Prashant Panday records of the Company for the financial year ending (DIN: 02747925) who retires by rotation pursuant on March 31, 2016, be paid the remuneration as set to the provisions of section 152 of the Companies out in the Statement pursuant to Section 102 of the Act, 2013 and who is not disqualified to become a Companies Act, 2013 annexed to this Notice; director under the Companies Act, 2013 and being RESOLVED FURTHER THAT the Board of eligible, offers himself for reappointment. Directors be and is hereby authorized to delegate 5. Ratification of appointment of auditors all or any of its powers to any of its committee(s) or any director or officer or person and to do all such To consider and, if thought fit, to pass the following acts, deeds, matters and things for giving effect to this resolution as an Ordinary Resolution: resolution.” “RESOLVED THAT based on the recommendation Notes: of the Audit Committee and pursuant to the provisions of Sections 139, 142 and all other applicable a) A MEMBER ENTITLED TO ATTEND AND VOTE provisions of the Companies Act, 2013, read with the AT THE GENERAL MEETING IS ENTITLED TO Companies (Audit and Auditors) Rules, 2014 and all APPOINT A PROXY, WHO NEED NOT BE A other applicable rules made under the Companies MEMBER, TO ATTEND AND VOTE ON BEHALF Act, 2013 (including any statutory modification(s) or OF HIMSELF/ HERSELF. The instrument appointing re-enactment thereof for the time being in force) and the Proxy, in order to be effective, should be duly pursuant to the resolution passed by the Members of completed and deposited at the Registered Office the Company at Annual General Meeting (AGM) held of the Company, not less than 48 (forty eight) hours on August 12, 2014; the appointment of S. R. Batliboi before the commencement of the Meeting. A proxy & Associates LLP, Chartered Accountants (registration form for the Annual General Meeting (AGM) is number - 101049W) as the auditors of the Company enclosed. be and is hereby ratified to hold office from the A person can act as a proxy on behalf of the Members conclusion of the fifteenth Annual General Meeting not exceeding fifty and holding in the aggregate not (AGM) till the conclusion of the sixth consecutive more than 10% of the total share capital of the AGM (with the meeting wherein such appointment Company carrying voting rights. A Member holding has been made being counted as the first meeting), more than 10% of the total share capital of the at a remuneration as may be recommended by the Company carrying voting rights may appoint a single Audit Committee and fixed by the Board of Directors person as a proxy and such person shall not act as of the Company in addition to out of pocket expenses a proxy for any other person or Member. Proxies as may be incurred by them during the course of the submitted on behalf of limited companies, societies, Audit; etc. must be supported by valid and effective RESOLVED FURTHER THAT the Board of resolution/ authority, as applicable. Directors be and is hereby authorized to delegate b) The Company’s Registrar & Share Transfer all or any of its powers to any of its committee(s) or Agents are Karvy Computershare Private Limited 25 Entertainment Network (India) Limited NOTICE (‘R & TA’), Unit: Entertainment Network (India) are annexed hereto and forming part of the Notice. Limited, Karvy Selenium Tower B, Plot 31-32, The Director has furnished the relevant consents, Gachibowli, Financial District, Nanakramguda, declarations, etc. for his appointment/ reappointment. Hyderabad – 500032. Phone: 040-67162222; Fax: f) As per the provisions of Section 197 of the Act 040-23001153; Toll Free no.: 1800-345-4001. read with Rules 5(2) and 5(3) of the Companies c) The Register of Members and Share Transfer Books (Appointment and Remuneration of Managerial of the Company will remain closed from Tuesday, Personnel) Rules, 2014, a statement showing September 8, 2015 to Monday, September 14, the names and other relevant particulars of the 2015, both days inclusive, for taking record of the employees drawing remuneration in excess of the Members of the Company for the purpose of AGM limits set out in the said rules forms part of the and determining the names of the Members eligible Annual Report. As per the first proviso to Section for dividend on equity shares, if declared at the AGM. 136(1) of the Act, the Annual Report excluding the d) The Dividend, if declared at the AGM, would be paid/ aforesaid information is being sent to the Members of dispatched on/ after September 15, 2015 and within the Company. The said information is made available thirty days from the date of declaration of dividend to for inspection at the Registered Office and Corporate those persons (or their mandates): Office of the Company during working hours for a period of 21 days before the date of AGM. Any • whose names appear as beneficial owners as at Member interested in obtaining such information the end of the business hours on September 7, may write to the Company Secretary and the 2015 in the list of the Beneficial Owners to be same will be furnished on request. The Annual obtained from the Depositories i.e. National Report is available on the Company’s website at: Securities Depository Limited [NSDL] and www.enil.co.in Central Depository Services (India) Limited [CDSL], in respect of the shares held in g) As per Sections 101, 136 and all other applicable electronic/ dematerialized mode; and provisions of the Act, read with the rules made under • whose names appear as Members in the the Act, companies can now serve/ send various Register of Members of the Company as on reports, documents, communications, including September 7, 2015, after giving effect to valid but not limited to annual report comprising of the share transfers in physical forms lodged with the report of the board of directors, auditors’ report, Company/ R & TA, in respect of the shares held financial statements, notice of general meeting, etc. in physical mode. (hereinafter referred to as ‘the Documents’) to its members through electronic mode at their e-mail In respect of the Members holding shares in addresses. electronic form, the bank details obtained from the respective depositories will be used for the Members who have not registered their e-mail purpose of distribution of dividend through various addresses, so far, are requested to register approved/ permissible electronic mode of payment their e-mail addresses with their depository viz. Electronic Clearing Services (ECS), National participants, in respect of electronic holdings. Electronic Funds Transfer (NEFT), Real Time Gross Members holding shares in physical form Settlement (RTGS), etc. The Company/ R & TA will are requested to kindly register their e-mail not act on any direct request from the Members addresses with the Company’s Registrar & Share holding shares in dematerialized form for change/ Transfer Agents- Karvy Computershare Private deletion of such bank details. Limited (‘R & TA’) at: Unit: Entertainment Members holding shares in the physical form and Network (India) Limited, Karvy Selenium Tower desirous of availing approved/ permissible electronic B, Plot 31-32, Gachibowli, Financial District, mode of payment facility for direct credit of dividend Nanakramguda, Hyderabad – 500032. Phone: to their bank account may submit their requisite 040-67162222; Fax: 040-23001153; Toll Free no.: request to R & TA. Any query related to dividend 1800-345-4001. should be directed to R & TA. The Company believes in green initiative and is e) The relevant Statement pursuant to Section 102 of concerned about the environment. The Company the Companies Act, 2013 (‘the Act’), setting out the has e-mailed the Documents in electronic mode at material facts relating to the special business as set your e-mail address obtained from the depositories/ out in the Notice is annexed hereto. Pursuant to available with R & TA. Members who have not Clause 49 of the Listing Agreement, relevant details registered their e-mail addresses have been furnished of the Director seeking appointment, reappointment hard copy of the Documents.

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