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Music Broadcast Ltd.

BSE: 540366 Sector: Media
NSE: RADIOCITY ISIN Code: INE919I01016
BSE 15:40 | 18 Jan 407.70 -2.25
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OPEN 408.30
PREVIOUS CLOSE 409.95
VOLUME 5869
52-Week high 458.00
52-Week low 332.90
P/E 57.91
Mkt Cap.(Rs cr) 2,326
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 408.30
CLOSE 409.95
VOLUME 5869
52-Week high 458.00
52-Week low 332.90
P/E 57.91
Mkt Cap.(Rs cr) 2,326
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Music Broadcast Ltd. (RADIOCITY) - Director Report

Company director report

The Directors of the Company are pleased to submit their Eighteenth Annual Reporttogether with the Audited Accounts statements for the financial year ended 31st March2017.

1. FINANCIAL RESULTS

The summarised financial results of the Company for the financial year ended March 312017 as compared to the previous year were as under:

(Rs. in lakhs)

Particulars F.Y. 2016-17 F.Y. 2015-16
Income
Revenue from Advertisement 27141.61 22547.66
Other Income 443.65 1474.82
Total Income 27585.26 24022.48
Expenditure
Administration & other expenses 18016.41 14733.85
Interest 1901.32 2066.08
Depreciation and amortization expenses 1967.69 1672.33
Total Expenditure 21885.42 18472.26
Profit before Exceptional items and Tax 5699.84 5550.22
Less : Exceptional items 0.00 1357.50
Profit/(Loss) for the year before tax 5699.84 4192.72
Less: Current Tax 1357.70 1358.46
Add: MAT Credit Entitlement -1357.70 -1358.46
Deferred Tax expense 698.87 72.01
Profit for the year 3665.91 2762.25
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurements of post-employment benefit obligations -170.17 -51.98
Add : Income tax relating to these items 58.89 17.99
Other comprehensive income for the year net of tax -111.28 -33.99
Total comprehensive income for the year 3554.63 2728.26
Add: (Loss) brought forward -12715.73 -13735.67
Less: Transfer to Debenture Redemption Reserve 1851.74 1708.33
Loss carried to Balance Sheet -11012.84 -12715.73

2. FINANCIAL HIGHLIGHTS

During the year 2016-17 the Company recorded growth of 20.37% in revenue fromoperations 20.65% in PBIDT and 32.71% growth in Net Profit respectively.

For a detailed analysis of financial performance of the Company for the year underreview refer to report on Management Discussion and Analysis (‘MD&A').

3. INITIAL PUBLIC OFFER ("IPO")

The Board of Directors of the Company are pleased to inform that during the year underreview the Company has completed its highly successful Initial Public Offer (IPO) andreceived overwhelming response for the same with an oversubscription of about 40 timeswhich was a remarkable milestone for the Company since it was the first IPO by a RadioCompany in past 11 years.

The equity shares of the Company were listed on both BSE Limited ("BSE") andNational Stock Exchange of India Limited ("NSE") with effect from March 172017.

Initial Public Offering (IPO) of Company comprised of a fresh issue of 12012012equity shares and an offer for sale of 2658518 equity shares by selling shareholders forRs. 333/- per equity share (inclusive of premium of Rs. 323/- per share).

6. FIXED DEPOSITS

The Company has not accepted any deposit from public/ shareholders in accordance withSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and as such no amount on account of principal or interest on public deposits wasoutstanding on the date of the Balance Sheet.

7. CREDIT RATING

During the year under review the Company re-affirmed credit rating of "CRISILAA/Stable" from CRISIL Limited on its Non-Convertible Debentures (NCD'S) listed withBSE Limited ("BSE").

8. DETAILS OF DIRECTORS OR KMP'S APPOINTED AND RETIRED DURING THE FINANCIAL YEAR2016-17

Appointment / Resignation of Directors:

During the year under review Mr. Anuj Puri and Mr. Vijay Tandon were appointedas Additional Directors – Independent on May 30 2016 and November 24 2016respectively as required under the provisions of Section 149 of the Companies Act 2013.Their appointment as Non-Executive Independent Directors of the Company was regularized bythe shareholders at their meeting held on September 12 2016 and November 25 2016respectively to hold office for 5 (five) consecutive years not liable to retire byrotation.

Mr. Madhukar Kamath was appointed as Additional Director - Independent on May 25 2017as per provisions of Section 161 of the Companies Act 2013. Mr. Kamath in his capacityas Additional Director will cease to hold office at the forthcoming Annual General Meetingand is eligible for appointment. A notice under Section 160 of the Companies Act 2013 hasbeen received from a member signifying his intention to propose Mr. Madhukar Kamath'sappointment as Director.

Key Managerial Personnel:

No KMP(s) has been appointed retired or resigned during the financial year 2016-17.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Sameer Gupta (DIN 00038353) Director of the Company retires by rotation atthe ensuing Annual General Meeting of the Company and being eligible has offered himselffor re-appointment and the Board recommends his re-appointment.

Issue Details:
Issue Open: From March 06 2017 -
To March 08 2017
Issue Type: Book Built Issue IPO
Issue Size: 14670530 Equity Shares of Rs. 10/-
aggregating up to Rs. 4000 million
Face Value: Rs. 10/- Per Equity Share
Band Price: Rs. 324/- to Rs. 333/- Per Equity Share
Market Lot for
Application: In multiple of 45 Equity Shares
Listing At: BSE and NSE
Over subscription: 39.67 times

The Company has incurred expenses of Rs. 1773.41 lakhs relating to fresh issue ofequity shares which has been adjusted to securities premium account pursuant to Section 52of Companies Act 2013 ["Act"].

4. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO are being used for redemption of listed NCD's redemption ofNCD's/ ICD's of promoters and general corporate purposes. The unutilised portion theretohas been temporarily deployed in fixed deposit / current deposit with Scheduled Banks.

The summary of utilisation of net IPO proceeds as on March 31 2017 is given below:

(Rs. in lakhs)

Object of the Issue Projected Utilisation Unutilised
as per Prospectus utilisation of funds up amount
of funds as to March as at
per offer 31 2017 March 31
document / 2017
prospectus
Redemption of the 20000.00 5000.00 15000.00
Listed NCD's
Early redemption 9824.00 9824.00 Nil
of the Jagran
Prakashan Limited
(JPL) NCD's and
repayment / pre-
payment of JPL
ICD's
General Corporate 10176.00 1699.89 8476.11
Purpose

5. DIVIDEND

In view of carry forward losses by the Company from previous years the Directors havenot recommended any dividend on the equity shares for the financial year ended March 312017.

Brief resume of the director proposed to be reappointed relevant information includingnature of his expertise in specific functional areas qualifications terms ofappointment details of remuneration names of the companies in which he holdsdirectorships and the memberships/chairmanships of Committees of the Board hisshareholding in the Company etc. as stipulated under the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations") and Secretarial Standards have been furnished separatelyin the Notice convening the AGM read with the Annexures thereto forming part of thisReport.

9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors of theCompany pursuant to the provisions of Section 149 and all other applicable provisions ofthe Act stating that they meet the criteria of independence as provided under the Act andthe Listing Regulations and that they are not disqualified to become directors under theAct; and in the opinion of the Board of Directors all the Independent Directors fulfilthe criteria of independence as provided under the Act rules made thereunder read withthe Listing Regulations and that they are independent of the management.

10. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE OF ITS COMMITTEES AND INDIVIDUALDIRECTORS

The Companies Act 2013 and Regulations 17 to 20 of Listing Regulations mandatesperformance evaluation of all the Directors including Chairman Board and its Committees.The Company has established a framework for performance evaluation in line with theapplicable regulatory provisions.

The Independent Directors reviewed the performance of non-independent Directors theChairman and the Board. The Nomination & Remuneration Committee evaluated theperformance of the Independent Directors Non- Independent Directors and the Chairman ofthe Company. Structured questionnaires as approved by the Nomination & RemunerationCommittee were used by reviewers to assess

i. Board Effectiveness ii. Evaluation of Non-independent Directors iii. Evaluation ofIndependent Directors

iv. Evaluation of Committees (Audit Nomination &

Remuneration and Corporate Social Responsibility) and

v. Evaluation of Chairman.

The Board uses the results of evaluation process to improve its effectiveness in theinterest of the Company.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Upon appointment of a new Independent Director the Company issues a formal letter ofappointment which inter alia sets out in detail the terms and conditions of appointmenttheir duties responsibilities and expected time commitments amongst others. The termsand conditions of their appointment are disclosed on the website of the Company.

The Board members are provided with the necessary documents presentation reports andpolicies to enable them to familiarise with the Company's procedures and practices.Periodic presentations are made at the meetings of Board and its Committees on Company'sperformance. Detailed presentations on the Company's businesses and updates on relevantstatutory changes and important laws are also given in the meetings.

The details of familiarization program for Directors are posted on the Company'swebsite www.planetradiocity. com(web link: http://www.planetradiocity.com//images/about-us/presscoverageimg/Orientation%20and%20Familiarisation%20Programme%20for%20ID%20-%20 MBL1491476557.pdf)

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under Section 178 (3) of theCompanies Act 2013 and Regulation 19 (4) (Part ‘D' of Schedule II) of ListingRegulations is appended as Annexure – I to this Report.

13. COMMITTEES OF BOARD

The Company has constituted various Committees of the Board in accordance with therequirements of Listing Regulations namely Audit Nomination & RemunerationStakeholder Relationship and Corporate Social Responsibility which have been establishedin compliance with the requirements of the relevant provisions of applicable laws andstatutes.

The details with respect to the composition powers roles terms of referencepolicies etc. of relevant Committees are given in the ‘Report on CorporateGovernance'.

14. MEETINGS OF THE BOARD & ITS COMMITTEES

9 (Nine) meetings of the Board of Directors were held during the year under review.

For further details please refer to Report on Corporate Governance.

15. CORPORATE GOVERNANCE

The Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A Report on Corporate Governance asstipulated under Regulations 17 to 27 of Listing Regulations is set out separately andforms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance asstipulated in Regulations 17 to 27 of Listing Regulations.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as requiredunder Regulation 34 of Listing Regulations is set out separately and forms part of theAnnual Report.

17. INSURANCE

All the existing assets of the Company are adequately insured against loss of fireriot earthquake floods etc. and such other risks which are being considered as threatsto the Company's assets by the Management of the Company.

18. CODE OF CONDUCT

As prescribed under Part ‘D' of Schedule V read with Regulation 17 (5) of theListing Regulations a declaration signed by the Chairman affirming compliance with theCode of Conduct by the Directors and Senior Management Personnel of the Company for theFinancial Year 2016-2017 is annexed to and forms part of the Corporate Governance Report.

19. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company was not required to transfer any amount to the InvestorEducation and Protection Fund.

20. CHANGES IN STRUCTURE OF SHARE CAPITAL IF ANY

During the year under review the Authorized Share Capital of the Company was increasedfrom Rs. 460500000/- (Rupees Forty Six Crores Five Lacs only) to Rs.670500000/- (Rupees Sixty Seven Crores Five Lacs only) effective from November 252016.

Pursuant to approval of the Composite Scheme of Arrangement the Company has allotted3125000 fresh Equity Shares of Rs. 10/- each on November 24 2016.

Further during the Initial public Offer ("IPO") 12012012 fresh EquityShares of Rs. 10/- each were allotted on March 15 2017. All the above mentioned sharesranked pari passu with the existing Equity shares of the Company thus increasing the paidup equity share capital of the Company from Rs. 419177670/- to Rs. 570547790/-.

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company (ies) forthe year under review.

22. APPROVAL OF COMPOSITE SCHEME OF ARRANGEMENT BY THE RESPECTIVE HIGH COURTS

The Composite scheme of arrangement (the "Scheme") for amalgamation ofCrystal Sound and Music Private Limited ("Crystal") and Spectrum BroadcastHoldings Private Limited ("Spectrum") with Jagran Prakashan Limited("JPL" or "Amalgamated Company") and the demerger of radio businessundertaking of Shri Puran Multimedia Limited ("Demerged Company") into MusicBroadcast Limited ("Company") was sanctioned by the Hon'ble High Court ofJudicature at Allahabad vide its Order dated September 22 2016 and the Hon'ble High Courtof Judicature at Bombay vide its Order dated October 27 2016. Subsequently approval fromMinistry of Information & Broadcasting ("MIB") was received on November 182016. The Scheme came into effect on November 18 2016 which was the date on which acertified copy of the order of the Hon'ble High Court of Bombay and Hon'ble High Court ofAllahabad sanctioning the Scheme was filed with the Registrar of Companies Mumbai and theRegistrar of Companies Kanpur.

In terms of the Scheme all properties assets (including statutory licenses andpermits) rights and liabilities forming part of the radio business undertaking ofDemerged Company as well all employees engaged in such business were transferred to andvested in favour of the Company. Additionally the Company substituted Demerged Company inall contracts and legal proceedings pertaining to the radio business undertaking.Additionally in terms of the Scheme the entire business and undertaking of Spectrum andCrystal including all properties assets (including statutory licenses and permits)rights and liabilities of Spectrum and Crystal were transferred to and vested in favourof JPL.

As consideration for the radio business undertaking of Demerged Company transferred tothe Company the shareholders of Demerged Company were allotted 10 fully paid up equityshares of face value of `10/- each of the Company for every 112 equity shares of DemergedCompany held by them.

23. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 for thefinancial year ended March 31 2017 is appended as ANNEXURE-II to this Report.

24. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during thefinancial year under review with related parties were at arm's length basis and in theordinary course of business. There were no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother related parties which may have any potential conflict with the interest of theCompany.

All such related party transactions are placed before the Audit Committee for approvalwherever applicable.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the relevant details of such transactions

Since all related party transactions entered by the Company were in the ordinary courseof business and were on an arm's length basis form AOC-2 as prescribed pursuant to Rule 8(2) of the Companies (Accounts) Rules 2014 is not applicable to the Company.

The details of the transactions with related parties are provided in Note No 26 to theFinancial Statements.

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference tofinancial statements. During the year under review such controls were adequately testedand no reportable material weakness in the process or operations were observed.

26. INTERNAL AUDITOR

During the year under review the Internal Audit was carried out by M/s KPMG. The scopeof work and authority of the Internal Auditor is as per the terms of reference approved byAudit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Significant audit observation andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investments within the meaning of Section 186 ofthe Companies Act 2013 are given in the notes to the Financial Statements for the yearunder review.

28. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS

The management of the Company has framed risk management policy and identified the keyrisks to the business and its existence. There are no risks identified that may threatenthe existence of the Company. For major risks please refer to the section titled‘Risks and Concerns' in report on Management Discussion and Analysis.

Since the Company does not fall under the ambit of top 100 listed entities determinedon the basis of market capitalisation as at the end of the immediately preceding financialyear compliance under Regulation 21 of Listing Regulations is not applicable.

29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE BOARD

The Company has constituted Corporate Social Responsibility Committee in compliancewith the provisions of Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014. The Corporate Social Responsibility Committee hasformulated a Corporate Social Responsibility Policy (CSR policy) indicating the activitiesto be undertaken by the Company.

The CSR policy may be accessed on the Company's website www.planetradiocity.com (weblink http:// w w w. p l a n e t r a d i o c i t y. c o m / / i m a g e s / a b o u t - u s/ p r e s s c o v e r a g e i m g / C o r p o r a t e % 2 0 S o c i a l % 2 0Responsibility%20Policy%20-%20MBL1491476602.pdf)

The Committee comprises of Mr. Anuj Puri Chairman Mr. Rahul Gupta and Ms.Apurva Purohit as Members.

The Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is appended as Annexure III to this Report.

30. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM

The Company promotes ethical behaviour in all its business activities and is in linewith the best practices for adhering to highest standards of corporate governance. It hasestablished a system through which directors & employees may report breach of code ofconduct including code of conduct for insider trading unethical business practicesillegality fraud or corruption etc. at work place without any fear of reprisal.

The Company has established a whistle blower mechanism for the directors and employees.The functioning of the

Vigil mechanism is reviewed by the Audit Committee from time to time. None of theemployees/directors has been denied access to the Audit Committee. The details of theWhistle Blower Policy are given in the Report on Corporate Governance and also availableon the website of the Company at www.planetradiocity.com (web linkhttp://www.planetradiocity.com//images/about-us/presscoverageimg/Vigil%20Machanism%20Policy%20 -%20MBL1491476623.pdf)

During the Financial Year 2016-2017 there was no complaint reported by any Director oremployee of the Company under this mechanism.

31. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the Companies Act 2013 thedirectors hereby confirm that:

• in the preparation of the annual accounts the applicable accounting standardshad been followed;

• the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company and of the profit andloss of the Company at the end of the financial year;

• the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively; and

• the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are operating effectively.

32. SECRETARIAL AUDIT

Pursuant to the provisions of section 204(1) of the Companies Act 2013 read with rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Mr. Deepak Rane Company Secretary in practice Mumbai forconducting the Secretarial Audit of the Company for the financial year 2016-17 and furnishhis report to the Board.

The Secretarial Audit Report forms part of this Report as Annexure IV. There are noqualifications or observations or other remarks made by the Secretarial Auditor on theaudit conducted by him in his Report for the year under review.

33. COST AUDIT

The Board of Directors on recommendation of the Audit Committee and pursuant toSection 148 and all other applicable provisions of the Act read with the Companies (Auditand Auditors) Rules 2014 and all other applicable rules made under the Act (including anystatutory modification(s) or re-enactment thereof for the time being in force) hasapproved the appointment and remuneration of the Cost Auditors M/s Kishor Bhatia andAssociates Cost Accountants Mumbai (Firm Registration No. 00294) to conduct the auditof the cost records of the Company for the financial year ending on March 31 2018. Theaforesaid appointment of M/s Kishor Bhatia and Associates is subject to the relevantnotifications orders rules circulars etc. issued by the Ministry of Corporate Affairsand other regulatory authorities from time to time.

The remuneration payable to M/s Kishor Bhatia and Associates Cost Accountants (FirmRegistration No. 00294) shall be Rs. 60000/- (Rupees Sixty Thousand only) plus out ofpocket expenses and applicable taxes for the aforesaid audit. The remuneration payable tothe Cost Auditors is required to be ratified subsequently by the shareholders.Accordingly consent of the members has been sought for passing the resolution as set outat Item No. 4 of the Notice convening the AGM for ratification of the remuneration payableto the Cost Auditors for the financial year ending on March 31 2018.

The Cost Audit Report for the financial year 2015-16 was filed on August 10 2016 withMinistry of Corporate Affairs and the Cost Audit Report for the financial year 2016-17will be filed on or before the due date.

34. STATUTORY AUDITOR

At the 16th AGM held on September 07 2015 the Members of the Company hadapproved the appointment of M/s. Price Waterhouse Chartered Accountant LLP (FRN: 012754N /N500016) as the Statutory Auditors of the Company to hold the office from the conclusionof the 16th Annual General Meeting (‘AGM') till the conclusion of 21stAGM of the Company. As per the provisions of Section 139 of the Act the Company shallplace the matter relating to such appointment for ratification by members at every AGM.Accordingly the appointment of M/s. Price Waterhouse Chartered Accountant LLP (FRN:012754N / N500016) as the statutory auditors of the Company is placed for ratification bythe members of the Company.

M/s. Price Waterhouse Chartered Accountant LLP (FRN: 012754N / N500016) have furnisheda certificate in terms of the Companies (Audit and Auditors) Rules 2014 and confirmedtheir eligibility in terms of Section 141 of the Companies Act 2013.

There are no qualifications or adverse comments in the Auditor's Report needingexplanation. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee in the year under review.

35. OTHER DISCLOSURES

• During the year under review no securities (including sweat equity shares) wereissued to employees of the Company under any scheme.

• No orders were passed by any of the regulators or courts or tribunals impactingthe going concern status and Company's operations in future.

• During the year under review there were no changes in nature of business of theCompany.

36. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

The Board reports that no material changes and commitments affecting the financialposition of the Company have occurred between the end of the financial year of Company andthe date hereof.

37. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is in the business of Private FM Radio Broadcasting. Hence most of theinformation required to be provided relating to the Conservation of energy and Technologyabsorption is not applicable. However the information as applicable is given hereunder:

Conservation of Energy

Though the operations of the Company are not energy intensive. Neverthelesscontinuous efforts such as installation and up gradation of energy efficient electronicdevices aimed at reducing energy consumption are being made by the Company and itsemployees to reduce the wastage of scarce energy resources.

Technology Absorption Adaptation and Innovation

The Company has not imported any specific technology for its broadcasting although ituses advanced mechanism including transmitters Cummins etc. which are handled by theCompany's in-house technical team. The Company uses the latest equipment in broadcastingits programs. The outdated technologies are constantly identified and updated with latestinnovations.

Foreign Exchange Earnings and Outgo

The details of earnings and outgo in foreign exchanges are as under:

(Rs. in lakhs)

Particulars Year ended March 31 2017 Year ended March 31 2016
Foreign Exchange earned 7.04 14.07
Foreign Exchange outgo
I. Capital Expenses 812.47 6.07
II. Other Expenses 27.48 5.18
TOTAL 839.95 11.25

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Companies Act 2013 (‘Act') readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of limits set out in the said Rules are provided in Annexure V tothe Directors' Report. In terms of Section 136 of the Act the same is open for inspectionat the registered office of the Company on all working days between 11:00 a.m. and 1:00p.m. up to the date of AGM. Members interested in obtaining the same may write to theCompany Secretary.

Disclosures relating to the remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure – V of this Report

39. HUMAN RESOURCES

Human resource is a key asset capital and an important business driver for theCompany's sustained growth and profitability. The Company continues to place significantimportance on its Human Resources and enjoys cordial relations at all levels.

The well-disciplined workforce which has served the Company for over a decade lies atthe very foundation of the Company's major achievements and shall continue for the yearsto come. The management has always carried out systematic appraisal of performance andimparted training at periodic intervals. The Company has always recognized talent and hasjudiciously followed the principle of rewarding performance.

40. DISCLOSUREUNDERTHESEXUALHARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has always been committed to provide a safe and dignified work environmentfor its employees which is free of discrimination intimidation and abuse. The Company hasadopted a Policy for Prevention of Sexual Harassment of Women at Workplace under theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The objective of this policy is to provide protection against sexualharassment of women at workplace and for redressal of complaints of any such harassment.The Company has also constituted an Internal Complaints Committee (ICC) to redress thecomplaints received under this policy.

During the financial year under review two complaints pertaining to sexual harassmentwere reported to the ICC of the Company. After detailed investigation and following dueprocedure under the applicable laws guidelines and regulations the said two complaintswere appropriately dealt with during the financial year under review and appropriateaction was taken.

41. CAUTIONARY STATEMENTS

Statements in this report particularly those which relate to MD&A describing theCompany's objectives estimates and expectation may constitute ‘forward lookingstatements' within the meaning of applicable laws and regulations. Actual results maydiffer materially from those either expressed or implied.

42. ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the co-operation andassistance received from shareholders debenture holders debenture trustee bankersfinancial institutions Credit Rating Agency Depositories Stock Exchanges Registrar andShare Transfer Agents regulatory bodies and other business constituents during the yearunder review.

The Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in the successfulperformance of the Company during the year.

For and on behalf of the board of directors of Music Broadcast Limited

Date: May 25 2017 Vijay Tandon
Place: Mumbai Chairman

Registered Office:

5th Floor RNA Corporate Park

Off Western Express Highway

Kalanagar Bandra (East) Mumbai 400 051

Tel: +91 22 66969100 Fax: +91 22 26429118

E-mail: investor@myradiocity.com

Website: www.planetradiocity.com

CIN: L64200MH1999PLC137729

NOMINATION REMUNERATION AND EVALUATION POLICY

This Nomination Remuneration and Evaluation Policy (the "Policy") applies tothe Board of Directors (the "Board") Key Managerial Personnel (the"KMP") and the Senior Management Personnel (the "SMP") of MusicBroadcast Limited (the "Company").

1. DEFINITIONS

"Director" means a director appointed to the Board of a company;

"Independent Director" shall have the meaning as defined under theCompanies Act 2013 read with relevant rules and the Regulation 17 to 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015; as amended from time to time.

"Key Managerial Personnel (KMP) means—

i. Chairman & Managing Director;

ii. Whole-time Director;

iii. Chief Executive Officer;

iv. Chief Financial Officer;

v. Company Secretary; and

vi. Such other Officer as may be prescribed.

"Managing Director" means a director who by virtue of the articles of acompany or an agreement with the company or a resolution passed in its general meeting orby its Board of Directors is entrusted with substantial powers of management of theaffairs of the company and includes a director occupying the position of managingdirector by whatever name called.

Explanation—For the purposes of this clause the power to do administrative actsof a routine nature when so authorised by the Board such as the power to affix the commonseal of the company to any document or to draw and endorse any cheque on the account ofthe company in any bank or to draw and endorse any negotiable instrument or to sign anycertificate of share or to direct registration of transfer of any share shall not bedeemed to be included within the substantial powers of management;

The term "Senior Management Personnel" means personnel of the companywho are members of its core management team excluding Board of Directors comprising allmembers of management one level below the Board of Directors including the functionalheads. In reference to the company the senior management personnel would refer topersonnel occupying the positions identified in Annexure A; as per the organizationalframework of the Company

"Whole-time director" includes a director in the whole-time employment ofthe company;

Words and definitions not defined herein shall have the same meaning as provided inthe Companies Act 2013 read with relevant rules and the Regulation 17 to 27 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 or other relevantprovisions; as may be applicable.

This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto and Regulation 17 to 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015; as amended from time to time.

2. PURPOSE

The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors Key Managerial Personnel andSenior Management Personnel. The Company aims to achieve a balance of merit experienceand skills amongst its Directors Key Managerial Personnel and Senior ManagementPersonnel.

The objectives of the policy thus would be:-

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Key Managerial and Senior Management Personnel and to determine theirremuneration.

• To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.

• To establish framework for evaluation of the performance of Directors includingIndependent Directors Committees and Board.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

• To devise a policy on Board diversity

3. ACCOUNTABILITIES

• The Board is ultimately responsible for the appointment of Directors and KeyManagerial Personnel.

• The Board has delegated responsibility for assessing and recommending thecandidates for the role of Directors Key Managerial Personnel and laying down thecriteria for selection of the Senior Management Personnel of the Company to the Nominationand Remuneration Committee which makes recommendations to the Board.

4. NOMINATION AND REMUNERATION COMMITTEE – COMPOSITION & STRUCTURE

The Nomination and Remuneration Committee comprises the following:

• The Committee shall consist of a minimum 3 non-executive directors majority ofthem being independent.

• Minimum two (2) members shall constitute a quorum for the Committee meeting.

• Membership of the Committee shall be disclosed in the Annual Report.

• Term of the Committee shall be continued unless terminated by the Board ofDirectors.

CHAIRMAN

• Chairman of the Committee shall be an Independent Director.

• Chairman of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

• In the absence of the Chairman the members of the Committee present at themeeting shall choose one amongst them to act as Chairman.

• Chairman of the Nomination and Remuneration Committee meeting or any otherperson authorized by him shall be present at the Annual General Meeting. The Chairman mayalso nominate some other member to answer the shareholders' queries.

COMMITTEE MEMBERS' INTERESTS

• A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

• The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee

VOTING

• Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

• In the case of equality of votes the Chairman of the meeting will have acasting vote.

5. NOMINATION AND REMUNERATION COMMITTEE – RESPONSIBILITY

The Nomination and Remuneration Committee is responsible for:

• reviewing the structure size and composition (including the skills knowledgeand experience) of the Board annually and making recommendations on any proposed changesto the Board to complement the Company's corporate strategy.

• identifying individuals suitably qualified to be appointed as the ExecutiveDirectors Independent Directors and the KMPs and Senior Management Personnel for theCompany;

• recommending to the Board on the selection of individuals nominated fordirectorship;

• formulating the criteria for determining qualification positive attributes andrecommending to the Board a policy relating to the remuneration for Executive DirectorsKey Managerial Personnel and other employees.

• assessing the independence of independent directors so as to ensure that theindividual meets with the requirement prescribed under the Companies Act 2013 read withRegulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015;

• such other key issues/matters as may be referred by the Board or as may benecessary in view of the Listing Agreement and provision of the Companies Act 2013 andRules thereunder.

• to make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract

• to devise a policy on Board diversity;

• to develop a succession plan for the Board and to regularly review the plan;

• lay down criteria for evaluation of the individual Directors Committees andBoard as a whole.

6. POSITIVE ATTRIBUTES AND QUALIFICATIONS OF DIRECTORS/KMPS/SENIOR MANAGEMENTPERSONNEL

When recommending a candidate for appointment the Nomination and RemunerationCommittee will have regard to the following qualifications and positive attributes:

• assessing the appointee against a range of criteria which includes but not belimited to qualifications skills industry experience background and other qualitiesrequired to operate successfully in the position;

• the extent to which the appointee is likely to contribute to the overalleffectiveness of the Board work constructively with the existing directors and enhancethe efficiencies of the Company; in case of KMPs and Senior Management Personnel theircontribution towards effectiveness of the organization as a whole would be considered ;

• the nature of existing positions held by the appointee including directorshipsor other relationships and the impact they may have on the appointee's ability to exerciseindependent judgment;

• ability of the appointee to represent the company

• ability to work individually as well as a member of the Board and seniormanagement

• influential communicator with power to convince other in a positive way;

• ability to participate actively in deliberation and group processes;

• have strategic thinking and facilitation skills;

• act impartially keeping in mind the interest of the company on priority basis;

• Personal specifications:

– Educational qualification;

– Experience of management in a diverse organization;

– Interpersonal communication and representational skills;

– Demonstrable leadership skills;

– Commitment to high standards of ethics personal integrity and probity;

– Commitment to the promotion of equal opportunities community cohesion andhealth and safety in the workplace;

7. INDEPENDENCE OF A DIRECTOR

The key role of an Independent Director is to provide an unbiased varied andexperienced perspective to the Board. While evaluating the candidature of a Director thecommittee abides by the criteria for determining Independence as stipulated underCompanies Act 2013 Listing Agreements and other applicable regulations or guidelines.

The committee takes a broad perspective with respect to Independence and takes intoconsideration not only the dealings transactions relationships with the concernedIndividual Director but also with relatives entities and organizations affiliated to it.

The Committee along with the Board regularly reviews the skill characteristicsrequired from the Board & Individual Directors. One of the prime objectives of thisexercise is to identify competency gaps in the Board and make suitable recommendations.The objective is to have a board of diverse background and experience in businesstechnology governance and areas that are relevant for the company.

Besides considering all other qualifications w.r.t to talent relevant professionalexperience proven track record of performance and achievement ethics and integrityability to bring in fresh and independent perspectives the Committee objectivelyevaluates whether an individual can dispassionately discharge the statutory functions of aDirector as enshrined in the Companies Act 2013 and Regulation 17 to 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

8. BOARD DIVERSITY

The Board shall consist of such number of Directors including at least one womanDirector as is necessary to effectively manage the Company of the size of Music BroadcastLimited. The Board shall have an appropriate combination of executive and IndependentDirectors.

The Nomination & Remuneration Committee will lead the process for Boardappointments. All Board appointments will be based on meritocracy in the context of theskills experience independence and knowledge which the Board as a whole requires to beeffective. The candidates will be considered against objective criteria having due regardto the benefits of diversity on the Board. The Company believes that increased diversityin Board is associated with better financial performance greater innovation and has apositive impact on the Company.

9. LETTERS OF APPOINTMENT

Each Director including Executive Directors Independent Directors and the KMPs SeniorManagement Personnel are required to sign the letter of appointment with the Companycontaining the terms of appointment and the role assigned in the Company.

The term/tenure of the Directors including Executive Directors and IndependentDirectors shall be in accordance with the applicable laws.

10. REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Committee will determine individual remuneration packages for Directors and laydown criteria for deciding upon the remuneration of KMPs and Senior Management of theCompany taking into account factors it deems relevant including but not limited tomarket business performance and practices in comparable companies having due regard tofinancial and commercial health of the Company as well as prevailing laws and government/other guidelines. The core factors taken into consideration are:

• Industry Practice and Bench marks;

• Long-term value creation.

• Reward achievement of results on the basis of prudent practice responsibilityand risk taking abilities.

• Attract and retain and motivate the best professionals.

• Reward the experience and professional track record.

• Ensure equity within the Group and competitiveness outside it.

• Ensure transparency in its remuneration policy

For Executive Directors (Managing Directors and Whole time Directors)

• Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its directors including managing director andwhole time director and its manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down inSection 198 in the manner as prescribed under the Act.

• The Company with the approval of the Shareholders and Central Government mayauthorise the payment of remuneration exceeding eleven percent of the net profits of thecompany subject to the provisions of Schedule V.

• The Company may with the approval of the shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its anyone ManagingDirector/Whole Time Director/ Manager and ten percent in case of more than one suchofficer.

For Non-Executive Directors

• The Company may pay remuneration to its directors other than Managing Directorand Whole Time Director upto one percent of the net profits of the Company if there is amanaging director or whole time director or manager and three percent of the net profitsin any other case.

Section 197(5) provides for remuneration by way of a fee to a director for attendingmeetings of the Board of Directors and Committee meetings or for any other purpose as maybe decided by the Board.

• The Independent Directors shall not be entitled to any stock option and mayreceive remuneration by way of fee for attending meetings of the Board or Committeethereof or for any other purpose as may be decided by the Board and profit relatedcommission as may be approved by the members.

• The sitting fee to the Independent Directors & Woman Director shall not beless than the sitting fee payable to other directors.

General:-

• The remuneration payable to the Directors shall be as per the Company's policyand shall be valued as per the Income Tax Rules.

• The remuneration payable to Directors shall be subject to the approval ofShareholders if required as per the provisions of applicable laws.

• The net profits for the purpose of the above remuneration shall be computed inthe manner referred to in Section 198 of the Companies Act 2013.

• The company may opt for Directors including independent directors & OfficersLiability Insurance in accordance with the policy.

• Where any insurance is taken by the Company on behalf of its Whole-timeDirector Chief Executive Officer Chief Financial Officer the Company Secretary and anyother employees for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

For Key Managerial Personnel and Senior Management Personnel

• The remuneration payable to the Key Managerial Personnel and the SeniorManagement shall be as per the criteria decided by the Committee or as per normal HRprocess followed by the company having regard to their experience leadership abilitiesinitiative taking abilities and knowledge base.

For other employees

• The policy for determination of the remuneration of employees other thanDirectors KMPs and Senior Management personnel shall be as per the normal HR processfollowed by the Company.

Evaluation/ Assessment of Directors of the Company

The committee shall undertake a formal and rigorous annual evaluation of the Boardincluding its committees and individual directors. The evaluation of performance of theBoard shall be independent and objective and should take into account the overall impactof their functioning on the company and its stakeholders. Besides the performanceevaluation of individual directors evaluation of the performance of the committees andthe Board as a whole is also required to be conducted. The performance evaluation shall beundertaken on yearly basis the schedule of which may be laid down by the Committee.

The committee is required to establish mechanism for Performance Evaluation &Assessment of the Directors including the Independent Directors. The evaluation/assessment of the Directors of the Company is to be conducted on an annual basis to caterto the requirements of the Companies Act 2013 and the requirements of the ListingAgreement. The following criteria may assist in determining how effective the performancesof the Directors have been:

• Leadership Qualities Contributing to corporate objectives & plans

• Communication of expectations & concerns clearly with colleagues

• Obtain adequate relevant & timely information from external sources.

• Review & approval achievement of strategic and operational plansobjectives budgets

• Regular monitoring of corporate results against projections

• Identify monitor & mitigate significant corporate risks

• Assess policies structures & procedures

• Effective meetings

• Assuring appropriate board size composition independence structure

• Clearly defining roles & monitoring activities of committees

• Review of organization's ethical conduct

A series of assessment questionnaire to enable such evaluation being conducted shall befinalized by the Committee. Once the assessment is completed the Committee shall evaluatesuch assessments. The Company may engage external consultants / agencies to provideassistance in the evaluation process.

Performance Review by Independent Directors

In accordance with the mandate given under Companies Act 2013 & Regulation 17 to27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Independent Directors will hold at least one separate meeting without the attendance ofnon-independent directors and members of management.

The meeting shall:

(a) review the performance of non-independent directors and the Board as a whole;

(b) review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors;

(c) assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

Performance of the respective Committees shall be done by the Board. The performanceevaluation shall be undertaken on yearly basis the schedule of which may be laid down bythe Committee.

For and on behalf of the board of directors of

Music Broadcast Limited

Vijay Tandon

Chairman

12. SUCCESSION PLANNING

The Company recognizes the need of a formal proactive process which can assist inbuilding a leadership pipeline/ talent pool to ensure continuity of leadership for allcritical positions. Succession planning involves assessment of challenges andopportunities facing the company and an evaluation of skills and expertise that would berequired in future.

The nomination and remuneration committee will work with the Board to develop plans andprocesses for orderly succession to the board and senior management. The Committee shallendeavor to develop a diverse pool of candidates who may be considered to fill the gap inBoard positions or senior management in case of any eventuality. The committee wouldensure that the Company is prepared for changes in senior management either planned orunplanned. Succession Planning Process would cover identification of internal candidatesdevelopment plans for internal candidates and identification of external candidates. TheCommittee would also assist in formulating an emergency succession contingency plan forunforeseen events like death disability etc. The Board will periodically monitor thereview and monitor the succession planning process.

13. REVIEW OF THE POLICY

This Policy shall be reviewed by the Nomination and Remuneration committee on annualbasis (unless an earlier review is required) to ensure that it meet the requirements oflatest market requirements and trends and the Nomination and Remuneration committee shallmake recommendations to the Board on required amendments.

ANNEXURE ‘A'

Senior Management position as defined in section 178 of the Companies Act 2013 (otherthan KMPs and WTDs):

1. Head Human Resource

2. Chief Operating Officer – Digital Media

3. Executive Vice President and National Head – Programming Marketing andAudacity

4. Chief Technical Officer

5. Vice President Finance

6. Head Administration and Commercial