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Music Broadcast Ltd.

BSE: 540366 Sector: Media
NSE: RADIOCITY ISIN Code: INE919I01024
BSE 00:00 | 03 Apr 14.94 0.10
(0.67%)
OPEN

14.55

HIGH

17.40

LOW

14.34

NSE 00:00 | 03 Apr 14.85 0.10
(0.68%)
OPEN

14.75

HIGH

15.00

LOW

14.35

OPEN 14.55
PREVIOUS CLOSE 14.84
VOLUME 2580
52-Week high 49.88
52-Week low 12.50
P/E 9.34
Mkt Cap.(Rs cr) 516
Buy Price 14.94
Buy Qty 6.00
Sell Price 17.30
Sell Qty 270.00
OPEN 14.55
CLOSE 14.84
VOLUME 2580
52-Week high 49.88
52-Week low 12.50
P/E 9.34
Mkt Cap.(Rs cr) 516
Buy Price 14.94
Buy Qty 6.00
Sell Price 17.30
Sell Qty 270.00

Music Broadcast Ltd. (RADIOCITY) - Director Report

Company director report

The Board of Directors of the Company is pleased to submit its Twentieth Annual Reporttogether with the Audited Financial Statements for the financial year ended March 312019.

1. FINANCIAL RESULTS

The summarized financial results of the Company along with appropriation to reservesfor the financial year ended March 31 2019 as compared to the previous year are as under:

(Rs. in Lakhs)
Particulars F.Y. 2018-19 F.Y. 2017-18
Income –
Revenue from Operations 32470.76 29824.78
Other Income 1509.66 1938.34
Total Income 33980.42 31763.12
Expenditure -
Administration & other expenses 21152.86 20115.89
Interest 564.11 1497.86
Depreciation and amortization expenses 2710.79 2626.92
Total Expenditure 24427.76 24240.67
Profit before Exceptional items and Tax 9552.66 7522.45
Less: Exceptional items - 0.00
Profit/(Loss) for the year before tax 9552.66 7522.45
Less: Current Tax 2033.20 1648.07
Deferred Tax expense 1357.63 702.68
Profit for the year 6161.83 5171.70
Other comprehensive income
Items that will not be reclassified to profit or loss
-Re-measurements of post-employment benefit obligations (6.10) (5.50)
Add: Income tax relating to these items 2.13 (1.90)
Other comprehensive income for the year net of tax (3.97) 3.60
Total comprehensive income for the year 6157.86 5175.30
Add: (Loss) brought forward (6851.43) (11012.84)
Less: Transfer to Debenture Redemption Reserve 250.00 1013.89
Loss carried to Balance Sheet (943.57) (6851.43)

2. FINANCIAL HIGHLIGHTS

During the financial year 2018-19 the Company recorded growth of 8.87 % in revenuefrom operations 16.57 % in PBIDT and 19.15 % growth in Net Profit.

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

3. DIVIDEND

In view of carry forward of accumulated losses by the Company from previous years theDirectors do not recommend any dividend on the equity shares of the Company for thefinancial year ended March 31 2019.

4. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO are being used for redemption of listed Non-ConvertibleDebentures ("NCD's") redemption of NCD's/ ICD's of promoters and generalcorporate purposes. The unutilized portion thereto has been temporarily deployed in fixeddeposit / current deposit with Scheduled Banks.

The summary of utilisation of net IPO proceeds as on March 31 2019 is given below:

(Rs. in Lakhs)
Object of the Issue as per Prospectus Projected utilisation of funds as per offer document / prospectus Utilisation of funds up to March 31 2019 Unutilised amount as at March 31 2019
Redemption of the Listed NCD's 20000.00 15000.00 5000.00
Early redemption of the Jagran Prakashan Limited (JPL) NCD's and repayment / pre- payment of JPL ICD's 9824.00 9824.00 Nil
General Corporate Purposes 10176.00 10176.00 Nil

5. DEPOSITS

During the year under review the Company neither accepted any public deposits northere were any amounts outstanding at the beginning of the year which were classified as‘Deposits' in terms of Section 73 of the Companies Act 2013 read with Rule 2(1)(c)of the Companies (Acceptance of Deposits) Rules 2014.

6. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the abilityto meet its financial obligations. During the year under review the Company re-affirmedcredit rating of "CRISIL AA/ Stable" from CRISIL Limited on its Non-ConvertibleDebentures (NCD'S) listed with BSE Limited ("BSE") and obtained "CRISILA1+" rating to the bank facilities of the Company from CRISIL Limited.

The details of Credit Rating of the Company are also uploaded on website of the Companyathttps://www.radiocity.in/images/about-us/presscoverageimg/Crisil-Rating-NCD-and-Loan-Facility-13-08-2018-1.pdf

7. ACQUISITION OF THE RADIO BUSINESS OF THE ANANDA OFFSET PRIVATE LIMITED ANDALL ASSETS PERTAINING THERETO ON A ‘SLUMP SALE' BASIS AS A GOING CONCERN

The Board of Directors at its meeting held on April 23 2018 approved the acquisitionof Radio Business of Kolkata based "Ananda Offset Private Limited" (‘AOPL')operating radio station under the brand name "Friends 91.9 FM" by way of SlumpSale subject to regulatory approvals. The Company had a sales alliance with AOPL since thelast five years and the acquisition allows it to enter into the Kolkata market which isone of the top five markets in the country. ‘Friends FM' as a brand has establisheditself in Kolkata city since past 11 years and was not in company's bouquet and was alsonot available for bidding in Phase III Batch I of e-auctions carried out by Ministry ofInformation and Broadcasting ("MIB").

Given that the parties have not received the above mentioned regulatory approvals fromthe MIB as contemplated under the Agreement the parties have mutually agreed to terminatethe Agreement. Further there shall be no impact on the Company as a result of thetermination of the Agreement

8. ACQUISITION OF RELIANCE BROADCAST NETWORK LIMITED WHO OPERATES THE BIG FMRADIO NETWORK

Subject to the entering into definitive binding agreements the Board of Directors atits meeting held on May 27 2019 approved the proposed investment in Reliance BroadcastNetwork Limited ("RBNL") an Anil Ambani Reliance group company by way of apreferential allotment for 24% equity stake for a consideration of Rs. 202 Crore. Furtheron receipt of all regulatory approvals the Board also approved the proposed acquisitionof the entire stake held by the promoters of RBNL basis an enterprise value of Rs.1050Crore after making adjustment for variation if any on the basis of audited accounts forthe year ended March 31 2019. The entire transaction is expected to close in the firstquarter of FY 2021.

RBNL operates the BIG FM Radio network with 58 Station across India which reaches outto 1200+ towns and 50000+ villages and over 30 crore Indians across the country. BIG FMis one of India's most awarded radio networks and has been the pioneer of innovativeformats like storytelling with shows like Yaadon Ka Idiot Box with Neelesh Misra andboasts of some of the most popular celebrity radio shows in the country like Suhana Safarwith Annu Kapoor.

MBL's Radio City and BIG FM have complementary offerings with limited overlap. Thecombined network will have 79 Stations making it the largest radio network in India.

9. BUYBACK OF SHARES

The Board of Directors in its meeting held on July 24 2018 had approved buybackproposal for the purchase of fully paid up equity shares of face value of Rs.10/- (RupeesTen only) each by the Company at a price not exceeding Rs. 385/- (Rupees Three Hundredand Eighty Five Only) per equity share out of free reserves or such other sources aspermitted by law from the shareholders/beneficial owners of the Company by the means ofopen market through stock exchange mechanism as prescribed under the Companies Act 2013("Act") read along with SEBI (Buy Back of Securities) Regulations 1998provided that the buyback shall not exceed Rs. 5700 Lakh representing 9.87 % of theaggregate of the total paid-up equity share capital and free reserves of the Company basedon the audited financial statements of the Company as on March 31 2018.

The Buyback was undertaken by the Company to return surplus funds to the EquityShareholders and thereby enhancing the overall returns to Shareholders and post approvalof Board the offer for Buyback of shares through stock exchange mechanism was opened onAugust 6 2018 and closed on December 11 2018. The Company had bought back 1745079Equity Shares at an average price of Rs. 326.61/- per Equity Share.

Accordingly the Company deployed Rs. 5699.63 Lakh (excluding Transaction Costs)which represents approximately 99.99% of the Maximum Buyback Size.

10. SUB-DIVISION OF SHARES

In order to improve the liquidity of your Company's shares and with a view to encouragethe participation of small investors by making Equity Shares of the Company affordablethe Company sub-divided equity share of the Company of face value of Rs.10/-(Rupees Tenonly) each into fully paid-up Five(5) Equity Shares of face value of Rs. 2/- (Rupees Twoonly) each as on the record date fixed by the Company on February 21 2019 pursuant tothe resolution passed by Members through Postal Ballot and e-voting on February 05 2019.

11. DETAILS OF DIRECTORS OR KMP'S APPOINTED AND RESIGNED DURING THE FINANCIAL YEAR2018-19

i. Appointment of Director:

Based on the recommendation received from the Nomination and Remuneration Committeethe Board of Directors has appointed Mr. Shailesh Gupta (DIN: 00192466) as AdditionalDirector (Non-Executive) of the Company with effect from January 28 2019 as perprovisions of Section 161 of the Companies Act 2013. Mr. Gupta in his capacity as anAdditional Director will cease to hold office at the forthcoming Annual General Meeting(AGM) and is eligible for appointment. Notice under Section 160 of the Companies Act 2013has been received from a member signifying his intention to propose appointment of Mr.Shailesh Gupta as Director.

ii. Re-appointment of Director:

Pursuant to the Regulation 17(1A) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") which has been insertedby the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations2018 ("the Amendment Regulations") the Members vide Special Resolution passedon February 05 2019 through Postal Ballot and e-voting approved the continuation ofholding the office by Mr. Vijay Tandon (DIN: 00156305) as a Non-Executive IndependentDirector who shall be attaining age of 75 years on July 02 2019 upto his originalterm/tenure ending November 23 2021.

iii. 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. Rahul Gupta (DIN 00359182) 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.

Necessary resolutions in respect of Mr. Rahul Gupta (DIN 00359182) seekingre-appointment and his brief resume pursuant to Regulation 36(3) of Listing Regulationsand Secretarial Standard – 2 on General Meetings is provided in the explanatorystatement to the Notice convening the ensuing Annual General Meeting.

iv. Key Managerial Personnel:

Pursuant to resignation of Mr. Abraham Thomas erstwhile Chief Executive Officer (CEO)of the Company on September 12 2018 Mr. Ashit Kukian was appointed as a CEO of theCompany with effect from September 12 2018.

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

• Mr. Ashit Kukian Chief Executive Officer

• Mr. Prashant Domadia Chief Financial Officer (CFO)

• Mr. Chirag Bagadia Company Secretary (CS) and Compliance Officer

12. 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(7) and all other applicable provisionsof the Act and Regulation 16(1)(b) read with Regulation 25(8) of the Listing Regulationsstating that:-

• they meet the criteria of independence as provided under the Act and the ListingRegulations

• they are not disqualified to become directors under the Act

• they have complied with the Code of Conduct as specified in Schedule IV to theAct;

• they are not a member of the "promoter group" of a listed entity;

• they are not a non-independent director of another company on the board of whichany non-independent director of the listed entity is an independent director.

Further stated that in the opinion of the Board of Directors all the IndependentDirectors fulfil the criteria of independence as provided under the Act rules madethereunder read with the Listing Regulations and that they are independent of themanagement.

13. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES THE CHAIRMAN ANDINDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS

Pursuant to Sections 134 and 178 of the Act read with Regulations 17 and 19 of theListing Regulations Annual performance evaluation is to be carried out of the Board itsCommittees the Chairman and Individual Directors including the Independent Directors. Toensure an effective evaluation process the Nomination and Remuneration Committee(‘NRC') of the Board of Directors has put in place a robust evaluation framework forconducting the performance evaluation exercise. During financial year 2018-19 NRC with aview to augmenting the evaluation process questionnaires were circulated refinementswere made in questionnaires and peer evaluation was conducted for all the directors.

The Performance evaluation of the Board was done on key attributes such as compositionadministration corporate governance independence from Management etc. Parameters forevaluation of Directors included constructive participation in meetings engagement withcolleagues on the Board. Similarly committees were evaluated on parameters such asadherence to the terms of mandate deliberations on key issues reporting to Board etc.The Chairman of the Company was evaluated on leadership guidance to the Board and overalleffectiveness.

The responses submitted by Board Members were collated and analyzed. Improvementopportunities emanating from this process were considered by the Board to optimize itsoverall effectiveness. A report on the evaluation process and the results of theevaluation was presented to the Board.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Upon appointment of new Independent Director the Company issues a formal letter ofappointment which sets out in detail inter-alia 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 familiarize 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. A familiarisationprogram for Directors was held on January 28 2019 to give overview of and update on theamendments introduced by the Kotak Committee on Listing Regulations key changes inProhibition of Insider Trading Regulations 2015 and the Companies (Amendment) Ordinance2019. The details of familiarization program for Directors are posted on the Company'swebsite www.radiocity. in (web link: https://www.radiocity.in//images/about-us/presscoverageimg/Orientation-and-Familiarisation-Programme-for-FY-2018-19.pdf)

15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company was modified by the Board ofDirectors at its meeting held on January 28 2019 in light of the Amendment Regulations.In accordance with Section 134(3) read with Section 178(4) the amended Policy is attachedhereto as Annexure I to the Director's Report and is also uploaded on the Company'swebsite www.radiocity.in (web link: (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 in accordance with therequirements of the Act and the Listing Regulations namely Audit Committee Nomination& Remuneration Committee Stakeholder Relationship Committee and Corporate SocialResponsibility Committee which have been established in compliance with the requirementsof the relevant provisions of applicable laws and statutes.

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

17. MEETINGS OF THE BOARD & ITS COMMITTEES

The Board of Directors met Seven (7) times during the financial year ended March 312019 in accordance with the provisions of the Companies Act 2013 and the Rules madethereunder and Regulation 17 (2) of the Listing Regulations. During the year ended March31 2019 the Independent Directors held a separate meeting in compliance with therequirements of Schedule IV to the Companies Act 2013 and Regulation 25 (3) of theListing Regulations.

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

18. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE CERTIFICATE

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 read with Schedule V on Annual Report of ListingRegulations is set out separately and forms part of this Annual Report. The Company hasbeen in compliance with all the norms of Corporate Governance as stipulated in Regulations17 to 27 of Listing Regulations.

The requisite Certificate from the Secretarial Auditor of the Company M/s Deepak RanePracticing Company Secretary conforming compliance with the conditions of CorporateGovernance as stipulated under the Listing Regulations forms part of this Annual Report.

19. MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis for the year under review as requiredunder Regulation 34(2) of Listing Regulations is set out separately and forms part ofthis Annual Report.

20. 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.

21. 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 2018-19 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 PROTECTION FUNDS

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

23. CHANGES IN STRUCTURE OF SHARE CAPITAL IF ANY

During the financial year 2018-19 the Company has:

I. Extinguished the bought-back 1745079 equity shares of Rs.10/- each pursuant to thebuy-back of fully paid up equity shares of the Company; and

II. Sub-divided Equity shares of the Company having face value of Rs.10/- each fullypaid-up divided into 5 (five) Equity Shares having face value of Rs. 2/- each fullypaid-up as on the record date fixed on February 21 2019.

In view of the above the Authorised Issued Subscribed and Paid-up Share Capital ofthe Company were also altered. As on March 31 2019 the Authorised Issued Subscribedand Paid-up Share Capital of the Company were as follows:-

Authorised Share Capital

Rs. 670500000/- divided into 335000000 Equity Shares of Rs.2/- each and 50000Convertible Redeemable Preference shares of Rs.10/- each.

Issued Subscribed and Paid-up Share Capital:

Rs. 553097000/- divided into 276548500 Equity Shares of Rs.2/- each.

24. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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 activitiesthat can be undertaken by the Company. The CSR policy may be accessed on the Company'swebsite www.radiocity.in (web link https://www.radiocity.in//images/about-us/presscoverageimg/Corporate%20 Social%20Responsibility%20Policy%20-%20MBL1491476602.pdf )

The Committee comprises of Ms. Apurva Purohit as Chairperson Mr. Rahul Gupta and Mr.Anuj Puri as Members who are also part of the Board of the Company. The Annual report onCSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 is appended as Annexure II to the Director's Report.

26. 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 party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other related parties which mayhave any potential conflict with the interest of the Company. All such related partytransactions are placed before the Audit Committee for approval wherever applicable.Prior omnibus approval is obtained for the transaction which are foreseen or recurring innature. A statement of all related party transactions is presented before Audit Committeeon quarterly basis specifying the relevant details of the transactions. The policy ondealing with related party transactions as amended by the Board of Directors at itsmeeting held on January 28 2019 in light of the Amendment Regulations is placed on thewebsite of the Company at www.radiocity.in (web link:https://www.radiocity.in//images/about-us/ presscoverageimg/RPT-Policy-MBL1551783333.pdf)

Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis form AOC-2 as prescribed pursuant toSection 134 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is not applicableto the Company. The details of the transactions with related parties are provided in NoteNo 24 to the Financial Statements.

27. 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 processes or operations were observed.

28.INTERNAL AUDITOR

M/s KPMG are the Internal Auditors of the Company. The terms of reference and scope ofwork of the Internal Auditors is as approved by the Audit Committee. The Internal Auditorsmonitors and evaluates the efficiency and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies of theCompany. Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board.

29. LEGAL FRAMEWORK AND REPORTING STRUCTURE

In consultation with a professional agency of international repute the Companyhas set up a compliance tool for monitoring and strengthening compliance of the lawsapplicable 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 supervision of the Compliance Officer who has been entrusted with theresponsibility to oversee its functioning.

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

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

31. 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. Further pursuant to the Amendment Regulations whichamended the existing Regulation 21 of the Listing Regulations top 500 listed entitiesdetermined on the basis of market capitalisation as at the end of the immediate previousfinancial year shall constitute the Risk Management Committee. Since the Company does notfall under the ambit of top 500 listed entities compliance under Regulation 21 of ListingRegulations is not applicable to the Company.

32. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company as required under Section 92 of the Act isattached as Annexure III to this Report in the Form MGT 9. In compliance with Section134(3)(a) of the Act annual return referred to in Section 92(3) of the Act will be placedat the Company's website at https://www.radiocity.in/ about-us/investor-financial-report

33. 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 corruption leak of unpublished price sensitive information pertainingto the company etc. at work place without any fear of reprisal. It also provides adequatesafeguards against victimization of employees.

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 totime. None of the employees/directors have been denied access to the Audit Committee. TheVigil Mechanism / Whistle-blower Policy of the Company was amended through a circularresolution by the Board in March 2019 in light of the recent amendments introducedthrough the SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 and theSEBI (Prohibition of Insider Trading) (Amendment) Regulations 2019. The details of theWhistle Blower Policy are given in the ‘Report on Corporate Governance' and theentire 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 the Financial Year 2018-19 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 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 withthe 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 with the applicableSS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (SecretarialStandard on General Meetings) issued by the Institute of Company Secretaries of India andapproved by the Central Government under Section 118(10) of the Companies Act 2013.

36.SECRETARIAL AUDIT

Pursuant to the provisions of section 204(1) of the Act read with rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed Mr. Deepak Rane Practicing Company Secretary Mumbai for conducting theSecretarial Audit of the Company for the financial year 2018-19 and furnish his report tothe Board.

The Secretarial Audit Report in Form No MR-3 forms part of the Director's Report asAnnexure IV. There are no qualifications or observations or other remarks made by theSecretarial Auditor on the audit conducted by him in his Report for the year under review.

In accordance with SEBI Circular no. CIR/CFD/ CMD1/27/2019 dated February 08 2019 theCompany has obtained from the Secretarial Auditor of the Company an Annual SecretarialCompliance Report and has duly submitted the same to the Stock Exchanges.

37. COST AUDIT

Pursuant to provisions of Section 148 of the Act and Rules thereunder the Board on therecommendation of the Audit Committee has re-appointed M/s Kishor Bhatia and AssociatesCost Accountants Mumbai (Firm Registration No. 00294) as Cost Auditors to carry out theaudit of Cost Accounts of the Company for the financial year 2019-20 at a remuneration asmentioned in the Notice convening the 20th Annual General Meeting of theCompany.

The Cost Audit Report for the financial year 2017-18 was filed on July 27 2018 withMinistry of Corporate Affairs and it did not contain any qualification reservationadverse remark or disclaimer and the Cost Audit Report for the financial year 2018-19 willbe filed on or before the due date.

38.STATUTORY AUDITOR

Pursuant to provisions of Section 139 of the Act and Rules thereunder M/s PriceWaterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016) were appointed asStatutory Auditors of the Company for a term of five years to hold office from theconclusion of 16th Annual General Meeting until the conclusion of 21stAnnual General Meeting subject to ratification of their appointment at every subsequentAnnual General Meeting.

However the Ministry of Corporate Affairs has vide notification dated May 07 2018withdrawn the requirement of seeking Member's ratification at every Annual General Meetingon appointment of Statutory Auditor during their tenure of five years. Hence theresolution seeking ratification of their appointment does not forms part of the Noticeconvening the 20th Annual General Meeting.

A certificate from Statutory Auditors has been received to the effect that theirappointment as Statutory Auditors of the Company continue to be according to the termsand conditions prescribed under Section 139 of the Act and Rules thereunder.

There are no qualifications or adverse comments in the Auditor's Report needingexplanations or comments by the Board. The Statutory Auditors have not reported anyincident 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 sweat equity shares andESOP) were issued to the 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.

40. 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 ending 31stMarch 2019 and the date of this Report other than proposed investment in RelianceBroadcast Network Limited ("RBNL") an Anil Ambani Reliance group company asdescribe in point no 8. above.

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

The Company is in the business of Private FM Radio Broadcasting. Since this does notinvolve any manufacturing activity most of the Information required to be provided underSection 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 is not applicable. However the information as applicable isgiven 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 2019 Year ended March 31 2018
Foreign Exchange earned 116.94 61.06
Foreign Exchange outgo
• Capital Expenses 72.09 16.14
• Other Expenses 72.51 38.56
Total Foreign Exchange 144.60 54.71
outgo

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details is annexed asAnnexure V to the Director's Report.

The statement containing names of top ten employees in terms of the remuneration drawnand the particulars of employees as required pursuant to Section 197 (12) of the CompaniesAct 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 in respect of the employees of the Company areavailable for inspection by members at the Registered Office of the Company 21 days beforethe AGM during business hours on any working days (Monday to Friday) of the Company uptothe date of the ensuing AGM. Any member who is interested in obtaining a copy thereof maywrite to the Company Secretary at the Registered Office of the Company and the same willbe furnished on such request.

43.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. Thewell-disciplined workforce which has served the Company for over a decade lies at the veryfoundation of the Company's major achievements and shall continue for the years to come.The management has always carried out systematic appraisal of performance and impartedtraining at periodic intervals. The Company has always recognized talent and hasjudiciously followed the principle of rewarding performance.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace and as per therequirement of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 read with the Rules made thereunder the Company has in place aPrevention of Sexual Harassment (POSH) Policy. Frequent communication of this Policy isdone through various programs to the employees. The Company has constituted the InternalComplaints Committee in accordance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 which is responsible for redressal ofComplaints related to sexual harassment. No complaint on sexual harassment was receivedduring the year under review.

45.CAUTIONARY STATEMENTS

The Directors' Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward-looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein.

46.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 appreciationfor the commitment displayed by all executives officers and staff resulting in thesuccessful performance of the Company during the year.

For and on behalf of the Board of Directors of

Music Broadcast Limited
Vijay Tandon
Date: May 27 2019 Chairman
Place: Mumbai (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

Annexure–I

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 of Music Broadcast Limited (the"Company").

1. DEFINITIONS

"Director" means a Director appointed to the Board of thecompany;

"Independent Director" shall have the meaning as defined underthe Companies Act 2013 read with relevant rules made thereunder and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations"); as amended from time to time.

"Key Managerial Personnel" (KMP) means— i. ManagingDirector; ii. Whole-time Director(s); iii. Chief Executive Officer; iv. Chief FinancialOfficer; v. Company Secretary; and vi. Such other Officer as may be prescribed.

• The term "Senior Management Personnel" (SMP) to include suchofficers/ personnel as may be determined by Nomination & Remuneration Committee orBoard who are members of its core management team excluding Board of Directors comprisingmembers of management one level below the chief executive officer/managing director/wholetime director(s)/ manager (including Chief Executive Officer/ Manager in case they arenot part of the Board) and shall specifically include Company Secretary and ChiefFinancial Officer.

• In reference to the company the senior management personnel would refer topersonnel occupying the positions identified by NRC as per the organizational framework ofthe Company.

"Managing Director" shall have the meaning as defined under theCompanies Act 2013 read with relevant Rules made thereunder as amended from time to timeand any other applicable provisions for the time being in force.

"Whole-time director(s)" includes a Director in the whole-timeemployment of the Company;

Words and definitions not defined herein shall have the same meaning as provided inthe Companies Act 2013 ("Act") read with relevant Rules thereunder and theListing Regulations or other relevant provisions; as may be applicable as amended fromtime to time.

This Policy complies with Section 178 of the Companies Act 2013 read along with theapplicable rules thereto and the Listing Regulations 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 Board KMP and SMP.

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 or re-appointed as KMP SMP and such other positions as may be decided and todetermine their remuneration and recommend to the board of directors about theirappointment and removal.

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

• Recommend to the board of directors the remuneration of the Directors KMP andSenior Management Personnel

• To establish framework for performance evaluation of the Board Directorsincluding Independent Directors Committees and the Chairman. To retain motivate andpromote talent and to ensure long term sustainability of talented managerial persons andcreate competitive advantage.

• To devise a policy on Board diversity.

• Whether to extend or continue the term of appointment of the independentdirector on the basis of the performance evaluation. report

3. ACCOUNTABILITY

• The Board is ultimately responsible for the appointment re-appointment andremoval of Directors KMP and Senior Management 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 to NRC which makesrecommendations to the Board.

4. NOMINATION AND REMUNERATION COMMITTEE

1. Members:

- The Nomination and Remuneration Committee shall consist of a minimum of three (3)Non-Executive Directors majority of them being Independent Directors.

2. Chairperson:

- Chairperson of the Committee shall be an Independent Director.

- Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairperson of the Committee.

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

- Chairperson of the Committee or any other person authorized by him shall be presentat the Annual General Meeting to answer the shareholders' queries.

3. Committee Members' Interest:

- 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 be presentat the meetings of the Committee.

4. Meeting:

- The NRC shall meet at least once in a year.

- The quorum for a meeting of the NRC shall be either two members or one-third of themembers of the Committee whichever is greater including at least one independentdirector in attendance.

5. 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 Chairperson of the meeting will have a castingvote.

6. General:

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

- Term of the Committee shall be continued unless terminated / dissolved by the Boardof Directors.

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 KMPs and Senior Management Personnel for the Company

• 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 Act read with ListingRegulations

• such other key issues/matters as may be referred by the Board or as may benecessary in view of the Listing Regulations 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 and

• recommend to the board all remuneration in whatever form payable to seniormanagement.

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

When recommending a candidate for appointment or re-appointment the Committee willhave 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 and health andsafety 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 Regulations and other applicable regulations or guidelines asamended from time to time.

The Committee takes a broad perspective with respect to Independence and takes intoconsideration not only the dealings transactions relationships with the concernedIndividual Director(s) but also with the relatives and affiliated entities andorganizations.

The Committee along with the Board regularly reviews the skill and 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 Listing Regulations.

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 optimum 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 andgovernment/other guidelines. The core factors taken into consideration are:

• Industry practice and benchmarks;

• 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 Director 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 for that financial year computed in themanner laid down in Section 198 in the manner as prescribed under the Act.

• The Company with the approval of the Shareholders by way of special resolutionmay authorise the payment of remuneration exceeding eleven percent of the net profits ofthe company subject to the provisions of Schedule V.

• The Company may with the approval of the shareholders by way of specialresolution authorise the payment of remuneration upto five percent of the net profits ofthe Company to its anyone Managing Director/Whole Time Director/Manager and ten percent incase of more than one such officer.

• The fees or compensation payable to executive directors who are promoters ormembers of the promoter group shall be subject to the approval of the shareholders byspecial resolution in general meeting if

i. the annual remuneration payable to such executive director exceeds rupees 5 crore or2.5 per cent of the net profits of the listed entity whichever is higher; or

ii. where there is more than one such director the aggregate annual remuneration tosuch directors exceeds 5 per cent of the net profits of the listed entity:

Provided that the approval of the shareholders under this provision shall be valid onlytill the expiry of the term of such director.

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 directorfor attending meetings of the Board of Directors and Committee meetings or for any otherpurpose as may be 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(s) shall notbe less than the sitting fee payable to other directors.

• The approval of shareholders by special resolution shall be obtained every yearin which the annual remuneration payable to a single non-executive director exceeds fiftyper cent of the total annual remuneration payable to all non-executive directors givingdetails of the remuneration thereof.

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 having regard to theirexperience leadership abilities initiative taking abilities and knowledge base.

• The remuneration in whatever form payable to senior management will berecommended to board by the Committee

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.

11. EVALUATION/ ASSESSMENT OF BOARD OF DIRECTORS / COMMITTEE OF THE BOARD

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.

• Performance Review of the Directors:

The NRC is required to establish mechanism for Performance Evaluation & Assessmentof the Directors including the Independent Directors. The evaluation/ assessment of theDirectors of the Company is to be conducted on an annual basis to cater to therequirements of the Companies Act 2013 and Listing Regulations. The following criteria'smay assist in determining how effective the performances of 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

The Committee shall finalize a series of assessment questionnaire to enable suchevaluation being conducted. Once the assessment is completed the Committee shall evaluatesuch assessments. The Company may engage external consultants / agencies to provideassistance in the evaluation process. Further the Committee needs to review theimplementation and compliance of evaluation process

• Performance Review by Independent Directors

In accordance with the mandate given under Companies Act 2013 & ListingRegulations Independent Directors will hold at least one separate meeting without theattendance of non-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 Evaluation of The Committees:

Performance Evaluation of the respective Committees shall be done by the Board. Theperformance evaluation shall be undertaken on annual basis the schedule of which may belaid down by the Committee.

12.SUCCESSION PLANNING

Company recognizes the need of a formal proactive process which can assist in buildinga leadership pipeline/talent pool to ensure continuity of leadership for all criticalpositions. Succession planning process involves assessment of challenges and opportunitiesfacing the company and an evaluation of skills and expertise that would be required infuture.

The NRC will work with the Board to develop plans and processes for orderly successionto the Board and senior management. The Committee shall endeavor to develop a diverse poolof candidates who may be considered to fill the gap in Board positions or seniormanagement in case of any eventuality. The committee would ensure that the Company isprepared for changes in senior management either planned or unplanned. SuccessionPlanning Process would cover identification of internal candidates development plans forinternal candidates and identification of external candidates. The Committee would alsoassist in formulating an emergency succession contingency plan for unforeseen events likedeath disability etc. The Board will periodically monitor the review and monitor thesuccession planning process.

13. REVIEW OF THE POLICY

This Policy shall be reviewed by the NRC on annual basis (unless an earlier review isrequired) to ensure that it meet the requirements of latest market requirements and trendsand the committee shall make recommendations to the Board on required amendments.

The policy shall be placed on the website of the company and the salient features ofthe policy and changes therein if any along with the web address of the policy shall bedisclosed in the Board's Report.