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Music Broadcast Ltd.

BSE: 540366 Sector: Media
NSE: RADIOCITY ISIN Code: INE919I01024
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VOLUME 203915
52-Week high 27.50
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 845
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OPEN 23.75
CLOSE 23.70
VOLUME 203915
52-Week high 27.50
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 845
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 Board of Directors of the Company is pleased to submit its TwentyFirst Annual Report together with the Audited Financial Statements for the financial yearended March 31 2020.

1. FINANCIAL RESULTS

The summarised financial results of the Company along withappropriation to reserves for the financial year ended March 31 2020 as compared to theprevious year are as under:

(` in Lakhs)

Particulars FY20 FY19
Income –
Revenue from Operations 24782.14 32470.76
Other Income 1630.54 1509.66
Total Income 26412.68 33980.42
Expenditure -
Administration & other expenses# 19067.85 21152.86
Interest 974.67 564.11
Depreciation and amortisation expenses 3478.41 2710.79
Total Expenditure 23520.93 24427.76
Profit/(Loss) for the year before tax 2891.75 9552.66
Less: Current Tax 616.64 2033.20
Deferred Tax expense (545.65) 1357.63
Profit for the year 2820.75 6161.83
Other comprehensive income
Items that will not be reclassified to profit or loss
-Re-measurements of post-employment benefit obligations 36.94 (6.10)
Add: Income tax relating to these items (10.76) 2.13
Other comprehensive income for the year net of tax 26.18 (3.97)
Total comprehensive income for the year 2846.93 6157.86
Add: (Loss) brought forward (943.57) (6851.43)
Less: Transfer to Debenture Redemption Reserve 229.17 250.00
Profit / (Loss) carried to Balance Sheet 1674.19 (943.57)

# Other expenses for the year ended March 31 2020 includesnon-recurring cost:

(a) Additional loss allowance on doubtful debts due to COVID 19 impactamounting to Rs 490 lakhs.

(b) Loss allowance on doubtful deposits of Rs 280.42 lakhs towardssecurity deposit given to lessor of property located at Mumbai.

(c) Legal and professional fees includes Rs 175.83 incurred towardsproposed investment in Reliance Broadcast Network Limited ("RBNL").

2. FINANCIAL HIGHLIGHTS

During FY20 the Company recorded de-growth of 23.68 % in revenue fromoperations 49.51 % de-growth in PBIDT and 54.22 % de-growth in Net Profit (including theabove mentioned non-recurring items).

However if above non-rucurring items are excluded the Company'sde-growth would be 23.68 % in revenue from operations 41.15 % de-growth in PBIDT and38.86 % de-growth in Net Profit

For a detailed analysis of the financial performance of the Company forthe year under review refer to the Report on Management Discussion and Analysis(‘MD&A') forming part of this Annual Report.

3. ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTHPANDEMIC (COVID (19)

The COVID-19 pandemic is spreading throughout the world includingIndia which led to nation-wide lockdown from March 25 2020. Consequently theadvertisement revenues and the profitability for the quarter and financial year endedMarch 31 2020 have been adversely affected. However the Company have kept all the radiostations running despite the lockdown. Further there have been no changes in the controlsand processes which are key to our ability to run our operations without disruptions indifficult conditions.

In assessing the recoverability of the receivables tangible andintangible assets and other financial and non-financial assets the Company hasconsidered internal and external information including economic forecasts available. TheCompany has performed sensitivity analysis on the assumptions used and based on suchinformation and assessment the Company expects to recover the carrying amount of theseassets. The impact of the pandemic may differ from that estimated as at the date ofapproval of Board's Report. The Company will continue to closely monitor any materialchanges to future economic conditions.

4. DIVIDEND

In order to conserve resources of the Company and considering impact ofCOVID-19 pandemic the Directors have not recommended any dividend on the equity sharesfor the Financial Year ended March 31 2020.

5. UTILISATION OF IPO PROCEEDS

During the year under review the Company has utilised the pending IPOproceeds for the redemption of listed Non-Convertible Debentures and post redemption allthe IPO proceeds have been utilised for the purpose for which it was raised and there hasbeen no instance of deviation or variation in utilising the IPO proceeds.

6. DEPOSITS

The Company has not accepted any deposit from public/shareholders inaccordance with Section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014 and as such no amount on account of principal or interest onpublic deposits was outstanding as on the date of the Balance Sheet.

7. CREDIT RATING

The Company's sound financial management and its ability toservice financial obligations in a timely manner have been affirmed by the credit ratingagency CRISIL with Long-term instrument-rated as CRISIL AA/Stable and Short-terminstrument-rated as CRISIL A 1+.

The details of Credit Rating of the Company are also uploaded on thewebsite of the Company at https:// www.radiocity.in/about-us/credit-rating

8. ACQUISITION OF RELIANCE BROADCAST NETWORK LIMITED WHOOPERATES THE BIG FM RADIO NETWORK

The Board of Directors at its meeting held on May 27 2019 approvedthe proposed investment in Reliance Broadcast Network Limited ("RBNL") an AnilAmbani Reliance group company by way of a preferential allotment for 24% equity stake fora consideration of Rs 202 crores. Further on receipt of all regulatory approvals theBoard also approved the proposed acquisition of the entire stake held by the promoters ofRBNL basis an enterprise value of Rs 1050 crores after making adjustment for variationif any on the basis of audited accounts for the year ended March 31 2019.

Music Broadcast Limited's ("MBL/Company") Radio City andRBNL's BIG FM have complementary offerings with limited overlap. The combined networkwill have 79 Stations making it the largest radio network in India.

As per the definitive binding agreements long stop date for closing oftransaction has since expired and the approval of Ministry of Information and Broadcasting("MIB") has also not yet been received. MBL and RBNL may mutually discuss anddecide course of action once approval of MIB is received. It is clarified that MBL has notacquired any stake in the equity share capital of RBNL as on the date of this Report.

9. ACQUISITION OF THE RADIO BUSINESS OF THE ANANDA OFFSETPRIVATE LIMITED AND ALL ASSETS PERTAINING THERETO ON A ‘SLUMP SALE' BASIS AS AGOING CONCERN

The Board of Directors of the Company at its meeting held on April 232018 approved the acquisition of Radio Business Undertaking of Ananda Offset PrivateLimited engaged in Radio Broadcasting Business under brand name "Friends 91.9FM" in Kolkata through a slump sale subject to receipt of approval from the MIB.

Given that the parties have not received the abovementioned regulatoryapprovals from the MIB as contemplated under the Agreement the parties have mutuallyagreed to terminate the Agreement on May 25 2019.

10. ISSUE OF BONUS SHARES

The Board of Directors at their meeting held on January 27 2020recommended issue of bonus equity shares in the proportion of 1:4 i.e. 1 (One) bonusequity share of Rs 2/- each for every 4 (Four) fully paid-up equity shares held by theMembers of the Company. The said bonus issue was approved by the Members of the Companyvide resolution dated March 03 2020 passed through postal ballot/e-voting subsequent towhich on March 16 2020 69137125 bonus shares were allotted to the Members whosenames appeared on the register of members as on March 13 2010 being the record datefixed for this purpose.

As part of the aforesaid allotment 6290 bonus equity sharesrepresenting fractional entitlement(s) of eligible Members were consolidated and allottedto the trustee namely Ms. Apurva Purohit appointed by the Board. Subsequently thetrustee will sell such equity shares at the prevailing market price and distribute the netsale proceeds after adjusting the costs and expenses in respect thereof among theeligible Members in proportion to their respective fractional entitlements.

11. DETAILSOFDIRECTORSORKMP'SAPPOINTED

AND RESIGNED DURING FY19

i. Appointment of Director:

Mr. Shailesh Gupta (DIN: 00192466) was appointed as AdditionalNon-Executive Director of the Company with effect from January 28 2019 as per provisionsof Section 161 of the Companies Act 2013 ("Act"). The shareholders in the 20thAnnual General Meeting (AGM) of the company held on September 18 2019 approved theappointment of Mr. Shailesh Gupta (DIN: 00192466) as Non-Executive Director of the Companyliable to retire by rotation.

Based on the recommendation received from the Nomination andRemuneration Committee the Board of Directors has appointed Ms. Anita Nayyar (DIN:03317861) as Additional Women Independent Director of the Company with effect from January27 2020 and she shall hold office up to the date of ensuing AGM. As per the provisionsof Section 160 of the Act the Company has received a notice in writing from a memberspecifying his intention to propose the appointment of Ms. Anita Nayyar (DIN: 03317861) asIndependent Director of the Company in the ensuing AGM and she shall not be liable toretire by rotation.

Further a specific resolution is included in the Notice of the AGM forthe appointment of Ms. Anita Nayyar (DIN: 03317861) as an Independent Director for aperiod of 5 (five) years with effect from January 27 2020. The terms and conditions ofthe appointment of the Independent Director are in accordance with Schedule IV to the saidAct and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘the Listing Regulations').

54 ii. Re-appointment of Director:

The first term of office of Mr. Anuj Puri (DIN: 00048386) asIndependent Director will expire on May 29 2021. In accordance with the provisions ofSections 149 (10) and (11) of the Act an Independent director shall hold office for aterm up to five consecutive years on the Board of a company but shall be eligible forreappointment for another term of five consecutive years on the passing of a specialresolution by the Company and disclosure of such appointment in the Board's Report.

The Board of Directors in its meeting held on May 25 2020 has basedon the outcome of evaluation exercise and recommendation of the Nomination andRemuneration Committee recommended the reappointment of Mr. Anuj Puri (DIN: 00048386) asIndependent Director of the Company for the second term of 5 (five) consecutive yearssubject to the approval of the members by way of special resolutions at the ensuing AGMand he shall not be liable to retire by rotation.

The Company has received declarations from Mr. Anuj Puri (DIN:00048386) that he meets the criteria of independence as prescribed under Section 149 ofthe Act and the Listing Regulations. Mr. Anuj Puri (DIN: 00048386) is not disqualifiedfrom being appointed as a Director in terms of Section 164 of the Act and has consented toact as Independent Director of the Company. The Company has received a notice in writingfrom a member specifying his intention to propose a re-appointment of Mr. Anuj Puri (DIN:00048386) as the Independent Director.

In the opinion of the Board Mr. Anuj Puri (DIN: 00048386) fulfill theconditions for re-appointment as Independent Director as specified in the Act and ListingRegulations.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act2013 read with Companies (Management & Administration) Rules 2014 and Articles ofAssociation of the Company Ms. Apurva Purohit (DIN: 00190097) Director of the Companyretires by rotation at the ensuing Annual General Meeting of the Company and beingeligible has offered herself for re-appointment and the Board recommends herre-appointment.

Brief profiles and other requisite details as stipulatedunderListingRegulationsandtheSecretarialStandard-2 on General Meetings ("SecretarialStandard-2") of the Directors proposed to be appointed / re-appointed / regularisedat the ensuing Annual General Meeting are annexed to the Notice convening the AnnualGeneral Meeting.

Key Managerial Personnel:

During the year under review none of the KMPs was appointed orresigned.

Following persons are designated as the Key Managerial Personnel (KMP):

• Mr. Ashit Kukian Chief Executive Officer (CEO)

• Mr. Prashant Domadia Chief Financial Officer (CFO)

• Mr. Chirag Bagadia Company Secretary (CS) and ComplianceOfficer

12. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Every Independent Director at the first meeting of the Board after theappointment and thereafter at the first meeting of the Board in every financial year orwhenever there is any change in the circumstances which may affect his status as anindependent director is required to provide a declaration that he/she meets the criteriaof independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.

In accordance with the above each Independent Director has given awritten declaration to the Company confirming that he/she meets the criteria ofindependence under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations and that they have complied with the Code of Conduct as specified in ScheduleIV to the Act.

In the opinion of the Board all the Independent Directors fulfill thecriteria of independence as provided under the Act Rules made thereunder read with theListing Regulations and are independent of the management and possess requisitequalifications experience and expertise and hold highest standards of integrity.Disclosure regarding the skills/expertise/competence possessed by the Directors is givenin detail in the Report on Corporate Governance forming part of the Annual Report.

Regarding proficiency the Company has adopted requisite steps towardsthe inclusion of the names of all Independent Directors in the data bank maintained withthe Indian Institute of Corporate Affairs (‘IICA'). Accordingly theIndependent Directors of the Company have registered themselves with the IICA for the saidpurpose. In terms of Section 150 of the Act read with Rule 6(4) of the Companies(Appointment & Qualification of Directors) Rules 2014 the Independent Directors arerequired to undertake online proficiency self-assessment test conducted by the IICA withina period of one (1) year from the date of inclusion of their names in the data bank. TheIndependent Directors to whom the provisions of proficiency test are applicable will takethe said online proficiency self-assessment test in due course.

13. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE ITS COMMITTEESTHE CHAIRMAN AND INDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS

Pursuant to the provisions of Act read the Listing Regulations annualperformance evaluation is to be carried out of the Board and its Committees the Chairmanand Individual Directors including the Independent Directors. To ensure an effectiveevaluation process the Nomination and Remuneration Committee (‘NRC') of theBoard of Directors has put in place a robust evaluation framework for conducting theperformance evaluation exercise. During FY20 NRC with a view to augmenting theevaluation process questionnaires were circulated refinements were made inquestionnaires and peer evaluation was conducted for all the directors.

The performance evaluation of the Board was done on key attributes suchas composition administration corporate governance independence from Management etc.Parameters for evaluation of Directors included constructive participation in meetingsengagement with colleagues on the Board. Similarly committees were evaluated onparameters such as adherence to the terms of the mandate deliberations on key issuesreporting to Board etc. The Chairman of the Company was evaluated on leadership guidanceto the Board and overall effectiveness.

The responses submitted by Board Members were collated and analyzed.Improvement opportunities emanating from this process were considered by the Board tooptimise its overall effectiveness. A report on the evaluation process and the results ofthe evaluation were presented to the Board.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Upon appointment of new Independent Director the Company issues aformal letter of appointment which sets out in detail inter-alia the terms andconditions of appointment their duties responsibilities and expected time commitmentsamongst others. The terms and conditions of their appointment are disclosed on the websiteof the Company.

The Board members are provided with the necessary documentspresentation reports and policies to enable them to familiarise with the Company'sprocedures and practices. Periodic presentations are made at the meetings of Board and itsCommittees on the Company's performance. Detailed presentations on theCompany's businesses and updates on relevant statutory changes and important laws arealso given in the meetings. A familiarisation program for Directors was held on January27 2020 to give an overview of the Nature of Industry Business Model of the CompanyRoles Rights & Responsibility of Independent Directors Business ResponsibilityReport and Registration Process for Independent Directors. The details of familiarisationprogram for Directors are posted on the Company's website www.radiocity.in (weblink: https://www.radiocity.in//images/about-us/ press coverageimg Orientation andFamiliarisation Programme-2019-20.pdf)

15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In accordance with Section 134(3) read with Section 178(4) theNomination and Remuneration Policy of the Company is attached hereto as Annexure I to theDirector's Report and is also uploaded on the Company's website www.radiocity.in(weblink: (https://www.radiocity.in//images/about-us/presscoverageimg/NRC-Policy-MBL1551783217.pdf)

16. COMMITTEES OF BOARD

The Company has constituted various committees of the Board inaccordance with the requirements of the Act and the Listing Regulations namely AuditCommittee Nomination & Remuneration Committee Stakeholder Relationship Committee andCorporate Social Responsibility Committee which have been established in compliance withthe requirements of the relevant provisions of applicable laws and statutes.

The details with respect to the composition powers roles terms ofreference policies etc. of relevant

Committees are given in the ‘Report on Corporate Governance'forming part of this Annual Report.

17. MEETINGS OF THE BOARD

The Board of Directors met 5 (five) times during the financial yearended March 31 2020 in accordance with the provisions of the Companies Act 2013 and theRules made thereunder and Regulation 17 (2) of the Listing Regulations.

For details kindly refer to the section on ‘Report on CorporateGovernance' forming part of this Annual Report.

18. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance as stipulated under Regulations 17 to27 and Para C D and E of Schedule V of the Listing Regulations as amended from time totime is set out separately and forms part of this Report. The Company has been incompliance with all the norms of Corporate Governance as stipulated in Regulations 17 to27 and Clauses (b) to (i) of Regulation 46(2) and Para C D and E of Schedule V of theListing Regulations as amended from time to time.

The requisite Certificate from the Secretarial Auditors of the CompanyM/s Deepak Rane Practicing Company Secretary confirming compliance with the conditionsof Corporate Governance as stipulated under the Listing Regulations forms part of thisReport

19. MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis for the year underreview as required under Regulation 34(2) of Listing Regulations is set out separatelyand forms part of this Annual Report.

20. INSURANCE

All the existing assets of the Company are adequately insured againstloss of fire riot earthquake floods etc. and such other risks which are beingconsidered as threats to the Company's assets by the Management of the Company.

21. CODE OF CONDUCT

As prescribed under Part ‘D' of Schedule V read withRegulation17(5)of the Listing Regulations adeclaration signed by the Chairman affirmingcompliance with the Code of Conduct by the Directors and Senior Management Personnel ofthe Company for FY20 is annexed to and forms part of the ‘Report on CorporateGovernance' forming part of this Annual Report.

22. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUNDS

During the year under review the Company was not required to transferany amount and /or shares to the Investor Education and Protection Fund.

23. CHANGES IN STRUCTURE OF SHARE CAPITAL IF ANY:

During FY20 the Company has increased its Authorised Share Capital fromRs 67 crores to Rs 80 crores and issued and allotted 69137125 bonus equity shares inthe proportion of 1:4 i.e. 1 (One) bonus equity share of

` 2/- each for every 4 (Four) fully paid-up equity shares held by theMembers of the Company.

In view of the above the Authorised Issued Subscribed and Paid-upShare Capital of the Company was also altered. As of March 31 2020 the AuthorisedIssued Subscribed and Paid-up Share Capital of the Company were as follows:-

Authorised Share Capital

` 800500000/- divided into 400000000 Equity Shares of Rs 2/- eachand 50000 Convertible Redeemable Preference shares of Rs10/- each.

Issued Subscribed and Paid-up Share Capital:

` 691371250/- divided into 345685625 Equity Shares of Rs2/- each.

24. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or AssociateCompany (ies) for the year under review.

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted the Corporate Social ResponsibilityCommittee in compliance with the provisions of Section 135 of the Act read with theCompanies (Corporate Social Responsibility Policy) Rules 2014. The Corporate SocialResponsibility Committee has formulated a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities that can be undertaken by the Company. The CSR policymay be accessed on the Company's website www.radiocity.in (web linkhttps://www.radiocity.in// images/about-us/presscoverageimg/Corporate%20

Social%20Responsibility%20Policy%20-%20 MBL1491476602.pdf)

Since the commencement of provision of CSR provisions under theCompanies Act 2013 the company has been consistently spending the entire prescribedamount of at least 2% of the average net profits of the Company for the preceding threefinancial years on CSR activities as enumerated in the CSR Policy of the Company. As asocially responsible corporate citizen the Company has been consistently exploring novelopportunities and possibilities in the form of sustainable programs or projects for itsCSR activities in order to create larger social impact and positive changes in the livesof community.

In order to achieve this objective during the year the Companyendeavoured to engage/partner with the appropriate/suitable charitable organisations/NGOswhich accordant to vision and objective as that of the Company with respect to CSRhowever in view of the limited availability of the sustainable programs or projects whichmeets the vision and objective of the Company the allocated amount of Rs 1.53 crores hasremained unspent towards the CSR activities for FY20. The Company has taken steps in theright direction and is actively looking for the new areas/activities particularly deepersustainable programs or projects and is committed to accelerate the CSR spend in thecoming years.

The Committee comprises of Ms. Apurva Purohit as Chairperson Mr. RahulGupta and Mr. Anuj Puri as Members who are also part of the Board of the Company.

The Annual report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is appended as Annexure II to theDirector's Report.

26. RELATED PARTY CONTRACTS / ARRANGEMENTS

All related party transactions that were entered into during thefinancial year were in the ordinary course of business of the Company and on arm'slength basis. There were no materially significant related party transactions entered intoduring the year by the Company with its Promoters Directors Key Managerial Personnel orother related parties which could have a potential conflict with the interest of theCompany.

All related party transactions are placed before the Audit Committeefor approval wherever applicable. Prior omnibus approval is obtained for the transactionswhich are foreseen or are recurring in nature. A statement of all related partytransactions is presented before the Audit Committee on a quarterly basis specifying therelevant details of the transactions. The policy on dealing with related partytransactions is placed on the Company's website at https://www.radiocity.in//images/about-us/presscoverageimg/RPT-Policy-MBL1551783333.pdf

Since all related party transactions entered into by the Company werein the ordinary course of business and were on an arm's length basis Form AOC-2 asprescribed pursuant to Section 134 read with Rule 8 (2) of the Companies (Accounts) Rules2014 is not applicable to the Company.

The details of the transactions with related parties are provided inNote No 24 to the Financial Statements.

27. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place withreference to financial statements. During the year under review such controls wereadequately tested and no reportable material weakness in the processes or operations wereobserved.

28.INTERNAL AUDITOR

M/s KPMG is the Internal Auditors of the Company. The terms ofreference and scope of work of the Internal Auditors areas approved by the AuditCommittee. The Internal Auditors monitors and evaluates the efficiency and adequacy of theinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Significant audit observations and recommendationsalong with corrective actions thereon are presented to the Audit Committee of the Board.

29. LEGAL FRAMEWORK AND REPORTING STRUCTURE

In consultation with a professional agency of international repute theCompany has set up a compliance tool for monitoring and strengthening compliance of thelaws applicable to the Company which is updated regularly for amendments/modifications inapplicable laws from time to time. This has strengthened the compliance at all levels inthe Company under the supervision of the Compliance Officer who has been entrusted withthe responsibility to oversee its functioning.

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE ACT

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

31. BUSINESS RESPONSIBILITY REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements)(Fifth Amendment) Regulations 2019 the requirement of preparing Business ResponsibilityReport ("BRR") had been extended to top 1000 companies (by market capitalisationcalculated as on March 31 of every financial year) with effect from December 26 2019which was initially applicable to top 500 listed companies. As the Company is one amongstthe top 1000 listed entities to comply with the aforesaid amendment the Board at itsmeeting held on May 25 2020 has approved its first BRR.

The BRR of the Company for the year under review describing initiativestaken by the Company from an environmental social and governance perspectives as requiredunder Regulation 34(2)(f) of the Listing Regulations is set out separately and forms partof the Annual Report.

32. EXTRACT OF ANNUAL RETURN

An extract of Annual Return for the financial year ended March 312020 in Form MGT – 9 as required under Section 92 (3) of the Act read with Rule 12of the Companies (Management and Administration) Rules 2014 is appended as Annexure IIIto this Report.

The said return is also available on the website of the Company at thelink https://www.radiocity.in/about-us/ investor-financial-report

33. ESTABLISHMENT OF VIGIL / WHISTLEBLOWER MECHANISM

The Company promotes ethical behavior in all its business activitiesand is in line with the best practices for adhering to the highest standards of corporategovernance. It has established a system through which directors & employees may reporta breach of code of conduct including code of conduct for insider trading unethicalbusiness practices illegality fraud corruption leak of unpublished price sensitiveinformation pertaining to the company etc. at the workplace without any fear of reprisal.It also provides adequate safeguards against victimisation of employees.

The Company has established a whistleblower mechanism for the directorsand employees. The functioning of the Vigil mechanism is reviewed by the Audit Committeefrom time to time. None of the employees/directors have been denied access to the AuditCommittee. The details of the Whistle Blower

Policy are given in the ‘Report on Corporate Governance' andthe entire Policy is also available on the website of the Company at www.radiocity.in(weblink http://www.radiocity.in//images/about-us/press coverageimg/ Vigil%20Machanism%20Policy%20 -%20MBL1491476623.pdf)

During FY20 there was no complaint reported by any Director oremployee of the Company under this mechanism.

34. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the CompaniesAct 2013 the Directors hereby confirm that:

• in the preparation of the annual accounts the applicableaccounting standards had been followed;

• the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• the directors had prepared the annual accounts on a goingconcern basis;

• the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls were adequate and wereoperating effectively; and

• the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems are operating effectively.

35. COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review the Company has complied withthe applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings) issued by the Institute of Company Secretariesof India and approved by the Central Government under Section 118(10) of the Act.

36. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of section 204(1) of the Act read with rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Mr. Deepak Rane Practicing Company Secretary Mumbai for conductingthe Secretarial Audit of the Company for FY20. The Secretarial Audit Report in Form No.MR-3 for the financial year March 31 2020 is set out in Annexure-IV to the Board'sReport.

In accordance with SEBI Circular no. CIR/CFD/ CMD1/27/2019 datedFebruary 08 2019 the Company has obtained Secretarial Compliance Report from PracticingCompany Secretary on Compliance of all applicable SEBI Regulations and circulars /guidelines issued thereunder and the copy of the same shall be submitted with the StockExchanges within the prescribed due date.

The observations as contained in the Secretarial Audit Report areself-explanatory and need no further clarifications.

37.COST AUDIT

Pursuant to provisions of Section 148 of the Act and Rules thereunderthe Board on the recommendation of the Audit Committee has re-appointed M/s Kishor Bhatiaand Associates Cost Accountants Mumbai (Firm Registration No. 00294) as Cost Auditorsto carry out the audit of Cost Accounts of the Company for the financial year 2020-21 at aremuneration as mentioned in the Notice convening the 21st Annual GeneralMeeting of the Company.

The Cost Audit Report for FY19 was filed on July 30 2019 withMinistry of Corporate Affairs and it did not contain any qualification reservationadverse remark or disclaimer and the Cost Audit Report for FY20 will be filed on or beforethe due date.

38.STATUTORY AUDITOR

At the 16th AGM held on September 07 2015 the Members hadapproved the appointment of M/s Price Waterhouse Chartered Accountants LLP (RegistrationNo. 012754N/ N500016) as the Statutory Auditors of the Company to hold the office from theconclusion of the 16th AGM till the conclusion of the 21st AGM.

As per the provisions of Section 139 of the Act Audit firm can bere-appointed for the second term of (5) five consecutive years hence M/s Price WaterhouseChartered Accountants LLP is eligible for re-appointment i.e. from the conclusion of the21st AGM till the conclusion of the 26th AGM.

M/s Price Waterhouse Chartered Accountants LLP have given their consentfor re-appointment as the Statutory Auditors of the Company along with a certificate thattheir re-appointment as Statutory Auditors of the Company continue to be according to theterms and conditions prescribed under Section 139 of the Act and Rules thereunder.

There are no qualifications or adverse comments in the Auditor'sReport needing explanations or comments by the Board. The Statutory Auditors have notreported any incident of fraud to the Audit Committee in the year under review.

39.OTHER DISCLOSURES

Following other disclosures are made:

• During the year under review no securities (including sweatequity shares and ESOP) were issued to the employees of the Company under any scheme.

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

• During the year under review there were no changes in thenature of the business of the Company.

40. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION

The Board reports that no material changes and commitments affectingthe financial position of the Company have occurred between the end of the financial yearending March 31 2020 and the date of this Report other than continuing impact ofpandemic COVID-19. For further details on the impact of COVID-19 please refer to theReport on Management Discussion and Analysis and Note No 2 (b) to the FinancialStatements.

41. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company is in the business of Private FM Radio Broadcasting. Sincethis does not involve any manufacturing activity most of the Information required to beprovided under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is not applicable. However the information asapplicable is given hereunder:

Conservation of Energy:

The operations of the Company are not energy-intensive; steps are beingcontinually taken to conserve energy in all possible ways. In the past few years theCompany has undertaken several initiatives not only in the areas of energy efficiencyacross locations to conserve energy but also towards optimum utilisation of all-naturalresources. Some of these initiatives include:

• Replacement of conventional lighting with LED lighting acrossour locations.

• Installation of star-rated energy-efficient air conditioners.

• 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 itsbroadcasting although it uses advanced mechanisms including transmitters Cummins etc.which are handled by the Company's in-house technical team. The Company uses thelatest equipment in broadcasting its programs. The outdated technologies are constantlyidentified and updated with the latest innovations.

Foreign Exchange Earnings and Outgo:

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

Particulars Year ended March 31 2020 Year ended March 31 2019
Foreign Exchange earned 56.25 116.94
Foreign Exchange outgo - -
• Capital Expenses 165.84 72.09
• Other Expenses 36.65 72.51
Total Foreign 202.49 144.60
Exchange outgo

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a statement containing the disclosures pertaining to remuneration and other details isannexed as Annexure V to the Director's Report.

The statement containing names of top ten employees in terms of theremuneration drawn and the particulars of employees as required pursuant to Section 197(12) of the Companies Act 2013 read with Rules 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theemployees of the Company are available for inspection by members at the Registered Officeof the Company 21 days before the AGM during business hours on any working days (Mondayto Friday) of the Company up to the date of the ensuing AGM. Any member who is interestedin obtaining a copy thereof may write to the Company Secretary at the Registered Office ofthe Company and the same will be furnished on such request.

43.HUMAN RESOURCES

Human resource is a key asset capital and an important business driverfor the Company's sustained growth and profitability. The Company continues to placesignificant importance 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 at thevery foundation of the Company's major achievements and shall continue for the yearsto come. The management has always carried out a systematic appraisal of performance andimparted training at periodic intervals. The Company has always recognised talent and hasjudiciously followed the principle of rewarding performance.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE_PREVENTION PROHIBITION AND REDRESSAL_ ACT 2013

The Company has zero-tolerance towards sexual harassment at theworkplace and as per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with the Rules made thereunderthe Company has in place a Prevention of Sexual Harassment (POSH) Policy. Periodicalcommunication of this Policy is done through various programs to the employees. TheCompany has constituted the Internal Complaints Committee in accordance with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 whichis responsible for redressal of complaints related to sexual harassment.

During the financial year under review 1 (one) complaint pertaining tosexual harassment was reported to the Internal Complaints Committee of the

Company. After detailed investigation and following the due procedureunder the applicable law guidelines and regulations said complaint was appropriatelydealt with during the financial year under review and appropriate action was taken.

45.CAUTIONARY STATEMENTS

The Directors' Report and Management Discussion & Analysis maycontain certain statements describing the Company's objectives expectations orforecasts that appear to be forward-looking within the meaning of applicable securitieslaws and regulations while actual outcomes may differ materially from what is expressedherein.

46.ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for theco-operation and assistance received from shareholders debenture holders debenturetrustee bankers financial institutions Credit Rating Agency Depositories StockExchanges Registrar and Share Transfer Agents regulatory bodies and other businessconstituents during the year under review. The Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors of
Music Broadcast Limited
Vijay Tandon
Date: May 25 2020 Chairman
Place: Delhi (Non-Executive and Independent)

 

Registered Office:
5th Floor RNA Corporate Park
Off Western Express Highway
Kalanagar Bandra (East) Mumbai 400 051
Tel: +91 22 66969100 Fax: +91 22 26429113
E-mail: investor@myradiocity.com
Website: www.radiocity.in
CIN: L64200MH1999PLC137729

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