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. Te l: +91 22 5553 6983; Fax: +91 22 5553 6900. Contact Person: Mr. Anil Fernandes; E-mail: [email protected]; 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. COMPANY’S 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. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE JM Morgan Stanley Private Limited Enam Financial Consultants Private Limited Karvy Computershare Private Limited 141, Maker Chambers III, 801, Dalamal Tower, Unit:- ENIL Public Issue Nariman Point, Nariman Point, Karvy House, 46, Avenue 4, Mumbai - 400 021. Mumbai - 400 021. Street No. 1, Banjara Hills, Tel: +91 22 5630 3030 Tel: +91 22 5638 1800 Hyderabad - 500 034. Fax:+91 22 5630 1694 Fax: +91 22 2284 6824 Tel: + 91 40 23312454 Contact Person: Mr. Abhishek Goel Contact Person: Ms. Shilpa Jhaveri Fax: + 91 40 23311968 E-mail: [email protected] E-mail: [email protected] Contact Person: Mr. M. Murlikrishna Website: www.jmmorganstanley.com Website: www.enam.com E-mail: [email protected] 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 ................................................................................................................ i Presentation of Financial and Use of Market Data .................................................................................. xi Forward Looking Statements .................................................................................................................. xii Section II – Risk Factors Risk Factors ............................................................................................................................................. xiii Section III – Introduction Summary ................................................................................................................................................. 1 The Issue ................................................................................................................................................. 8 Green Shoe Option ................................................................................................................................. 9 General Information ................................................................................................................................. 12 Capital Structure ...................................................................................................................................... 19 Objects of The Issue ................................................................................................................................ 28 Basis of Issue Price .................................................................................................................................. 32 Statement of Tax Benefits ...................................................................................................................... 35 Section IV – About Us Industry .................................................................................................................................................... 43 Our Business ........................................................................................................................................... 55 Regulations and Policies .......................................................................................................................... 72 History and Other Corporate Matters...................................................................................................... 81 Our Management ...................................................................................................................................