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Music Broadcast Ltd.

BSE: 540366 Sector: Media
NSE: RADIOCITY ISIN Code: INE919I01024
BSE 00:00 | 25 Jan 24.75 1.20
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25.55

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NSE 00:00 | 25 Jan 24.75 1.15
(4.87%)
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OPEN 24.70
PREVIOUS CLOSE 23.55
VOLUME 321464
52-Week high 29.65
52-Week low 22.00
P/E
Mkt Cap.(Rs cr) 856
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.70
CLOSE 23.55
VOLUME 321464
52-Week high 29.65
52-Week low 22.00
P/E
Mkt Cap.(Rs cr) 856
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 Twenty Second AnnualReport together with the Audited Financial Statements for the financial year ended March31 2021.

1. FINANCIAL RESULTS

The summarised financial results of the Company along with appropriation to reservesfor the financial year ended March 31 2021 as compared to the previous year are asunder:

(' in lakhs)

Particulars FY21 FY20
INCOME
Revenue from Operations 12759.48 24782.14
Other Income 1492.34 1630.54
Total Income 14251.82 26412.68
EXPENDITURE
Administration & other expenses 13882.32 19067.85
Interest 322.16 974.67
Depreciation and amortisation expenses 3323.07 3478.41
Total Expenditure 17527.55 23520.93
Profit/(Loss) for the year before tax (3275.73) 2891.75
Less: Current Tax - 616.64
Deferred Tax expense (856.81) (545.64)
Profit/(Loss) for the year (2418.92) 2820.75
Other comprehensive income
Items that will not be reclassified to profit or loss
- Re-measurements of post-employment benefit obligations 305.78 36.94
- Income tax relating to these items (89.04) (10.76)
Other comprehensive income for the year net of tax 216.74 26.18
Total comprehensive income/(loss) for the year (2202.18) 2846.93
Add: Profit/(loss) brought forward 1674.19 (943.57)
Less: Transfer to Debenture Redemption Reserve - 229.17
Profit/(Loss) carried to Balance Sheet (527.99) 1674.19

2. FINANCIAL HIGHLIGHTS

The previous financial year was an extremely challenging year for the Indian economymore so for the Media and Entertainment Industry which is dependent on discretionaryspend. The country witnessed nationwide lockdown due to COVID-19 pandemic which was alethal blow to the entire economy.

Consequently Company's Radio business were taken the hardest hit however due togradual unlocking Radio Business has come out of the crisis much stronger than everbefore on the strength of its ability to provide original and credible content to itslisteners.

Due to the severe and unprecedented disruption in the overall global economicactivities in financial year 2020-21 and resulting uncertainty the financial results offinancial year 2020-21 are not comparable with the results of the previous financial yearson a normal basis.

During the financial year 2020-21 the Company recorded de-growth of 48.51% in revenuefrom operations 119.65% de-growth in PBIDT and 185.75% de-growth in Net Profit.

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

3. COMPANY'S RESPONSE TO COVID-19 PANDEMIC

The massive outbreak of the COVID-19 pandemic all across the globe has had adestabilising impact on most businesses. As a responsible and resilient Company we haveworked to mitigate the effects of the crisis with agile responses.

As reports of the spread of Corona Virus started coming in the Company stepped upefforts to protect the health of its employees. The following measures were put in placeto protect our employees' health and ensuring continuation of work under this gravescenario:

• Policy changes related to working from home and IT infrastructure support wererolled out overnight to assist our employees shift to this new work paradigm during thetenure of mandatory lockdown.

• Conducted various digital programs to ease our employees into this new workparadigm.

• Conducted various awareness campaigns among our employees on precautionary andproactive measures to be adopted to safeguard themselves from the ongoing pandemicsituation.

• Cancelled all travels to help contain the spread of virus.

• Safe behaviour across all our locations by limiting the size ofgatherings/meetings and avoiding external visitors to the premises besides askingemployees to avoid inperson meetings and encouraging video conferencing.

• Security personnel at all our offices were provided infrared non-contacttemperature sensors to screen all employees and visitors entering the premises.

• High contact areas like elevator buttons door handles handrails bathroom tapsetc. were sanitised at regular intervals.

• Employees were offered mediclaim in case of any COVID-related emergency.

4. DIVIDEND

I n order to conserve resources of the Company and considering impact of COVID-19pandemic the Directors have not recommended any dividend on the equity shares for theFinancial Year ended March 31 2021.

5. DEPOSITS

The Company has not accepted any deposit from public/ shareholders in accordance withSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the Balance Sheet for the year under review.

6. CREDIT RATING

The Company's sound financial management and its ability to service financialobligations in a timely manner have been affirmed by the credit rating agency 'CRISIL'with Long-term instrument-rated as CRISIL AA/Stable and Short-term instrument-rated asCRISIL A 1+.

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

7. ACQUISITION OF RELIANCE BROADCAST NETWORK LIMITED WHO OPERATES 'BIG FM' RADIONETWORK

The Board of Directors at its meeting held on May 27 2019 had approved the proposedinvestment in Reliance Broadcast Network Limited ("RBNL") an Anil AmbaniReliance group company by way of a preferential allotment for 24% equity stake for aconsideration of '202 crores. Further on receipt of all regulatory approvals the Boardhad also approved the proposed acquisition of the entire stake held by the promoters ofRBNL basis an enterprise value of '1050 crores after making adjustment for variation ifany on the basis of audited accounts for the year ended March 31 2019.

As per the definitive binding agreements long stop date for closing of transaction hassince expired and also the approval of Ministry of Information and Broadcasting("MIB") has not yet been received the Board at their meeting held on April 082021 has decided not to pursue the proposed transaction and terminate the definitiveTransaction documents and such other documents in relation thereto with immediate effect.

Further the said termination of RBNL deal will not have any impact on the ongoingbusiness operations of the Company.

8. ISSUANCE OF BONUS NON-CONVERTIBLE NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES('NCRPS')

The Board of Directors in their meeting held on October 22 2020 approved the Schemeof Arrangement between Music Broadcast Limited and its members under Sections 230 to 232of the Companies Act 2013 ("Scheme") which inter alia provides for issuanceand allotment of Bonus Non-Convertible Non-Cumulative Redeemable Preference Shares to itsnonpromoter shareholders on a preferential basis by way of bonus on the following termsand conditions:

Type of Instrument Non-Convertible Non-Cumulative Redeemable Preference Shares ("NCRPS")
Recipients Non-promoter shareholders
Bonus NCRPS Ratio The Bonus NCRPS shares shall be issued in the ratio 1:10 i.e. 1 (One) Bonus NCRPS for every 10 (Ten) equity shares held by non-promoter shareholders as on the record date to be fixed in due course.
Face Value ' 10/- per NCRPS
Premium ' 90/- per NCRPS
Issue Price ' 100/- per NCRPS (Face value + Premium)
Issue Size 8969597 NCRPS amounting to ' 896959700 (Rounded off)
Coupon Rate 0.1%
Redemption/ Maturity The NCRPS shall be redeemed on the expiry of 36 months from the date of allotment of said NCRPS.
Premium at the time of Redemption ' 20/- per NCRPS
Redemption Price ' 120/- per NCRPS (Issue price + Premium on Redemption)

The Company has obtained necessary approvals from BSE Limited National Stock Exchangeof India Limited SEBI and has filed an application with the National Company Law Tribunal('NCLT') Mumbai for seeking approval for the said Scheme of Arrangement.

Post receipt of NCLT approval the said NCRPS will be listed on BSE Limited andNational Stock Exchange of India Limited by the Company subject to their approval.

9. DETAILS OF DIRECTORS OR KMP'S APPOINTED AND RESIGNED DURING THE FY 2020-21

i. Appointment of Director

The Members at the Annual General Meeting held on September 15 2020 approved theappointment of Ms. Anita Nayyar (DIN: 03317861) as an Independent Director of the Companyfor a period of five (5) years with effect from January 27 2020 not liable to retire byrotation.

ii. Re-appointment of Director

1) Mr. Madhukar Kamath (DIN: 00230316)

The first term of office of Mr. Madhukar Kamath (DIN: 00230316) as Non-ExecutiveIndependent Director will expire on May 24 2022. 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.

Based on the outcome of evaluation exercise and recommendation of the Nomination andRemuneration Committee the Board of Directors in its meeting held on May 20 2021 hasrecommended the reappointment of Mr. Madhukar Kamath (DIN: 00230316) as IndependentDirector of the Company for the second term of 5 (five) years subject to the approval ofthe members by way of special resolutions at the ensuing AGM and he shall not be liableto retire by rotation.

The Company has received declarations from Mr. Madhukar Kamath (DIN: 00230316) that hemeets the criteria of independence as prescribed under Section 149 of the Act and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. ("ListingRegulations"). Mr. Kamath is not disqualified from being appointed as a Director interms of Section 164 of the Act and has consented to act as Independent Director of theCompany. The Company has received a notice in writing from a member specifying hisintention to propose a re-appointment of Mr. Madhukar Kamath (DIN: 00230316) as theIndependent Director.

I n the opinion of the Board Mr. Madhukar Kamath (DIN: 00230316) fulfill theconditions for re-appointment as Independent Director as specified in the Act and ListingRegulations.

2) Mr. Vijay Tandon (DIN: 00156305)

The first term of office of Mr. Vijay Tandon (DIN: 00156305) as Chairman andNon-Executive Independent Director will expire on November 23 2021. In accordance withthe provisions of Sections 149 (10) and (11) of the Act an Independent director shallhold office for a term up to five consecutive years on the Board of a company but shall beeligible for reappointment for another term of five consecutive years on the passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sReport.

Based on the outcome of evaluation exercise and recommendation of the Nomination andRemuneration Committee the Board of Directors in its meeting held on May 20 2021 hasrecommended the reappointment of Mr. Vijay Tandon (DIN: 00156305) as Chairman andNon-Executive Independent Director of the Company for the second term of 5 (five)consecutive years subject to the approval of the members by way of special resolutionsat the ensuing AGM and he shall not be liable to retire by rotation.

The Company has received declarations from Mr. Vijay Tandon (DIN: 00156305) that hemeets the criteria of independence as prescribed under Section 149 of the Act and theListing Regulations. Mr. Tandon is not disqualified from being appointed as a Director interms of Section 164 of the Act and has consented to act as Independent Director of theCompany. The Company has received a notice in writing from a member specifying hisintention to propose a reappointment of Mr. Vijay Tandon (DIN: 00156305) as theIndependent Director.

In the opinion of the Board Mr. Vijay Tandon (DIN: 00156305) fulfill the conditionsfor re-appointment as Independent Director as specified in the Act and ListingRegulations.

Mr. Vijay Tandon Chairman and Non-Executive Independent Director of the Companyhaving attained the prescribed age limit of 75 years a Special Resolution is proposed inaccordance with Regulation 17(1A) of Listing Regulations for approval by the shareholdersof the Company. The Shareholders had earlier approved the continuation of directorship ofMr. Vijay Tandon beyond 75 years of age by passing a Special Resolution dated February 62019 by means of postal ballot.

In the opinion of the Nomination & Remuneration Committee and Board of Directors ofthe Company considering his seniority role played by Mr. Tandon towards the growth ofthe Company and to reap the benefits of his rich and varied experience approval ofshareholders is sought for continuation of Mr. Vijay Tandon as Chairman and NonExecutiveIndependent Director of the Company.

iii. Resignation of Director:

The Board at their meeting held on May 20 2021 has noted the resignation of Ms. ApurvaPurohit (DIN 00190097) as NonExecutive Director and Mentor of the Company effectiveclosure of business hours on July 01 2021. The Board place on record its sincereappreciation for Ms. Purohit's valuable services guidance and contribution to theCompany during her tenure as a member of the Board and its various Committees.

iv. Retirement by Rotation

I n 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. Shailesh Gupta (DIN: 00192466) Director of the Company retires by rotationat the ensuing Annual General Meeting of the Company and being eligible has offeredhimself for re-appointment and the Board recommends his re-appointment.

Brief profiles and other requisite details as stipulated under Listing Regulations andthe Secretarial Standard-2 on General Meetings ("Secretarial Standard-2") of theDirectors proposed to be appointed/ re-appointed/ regularised at the ensuing AnnualGeneral Meeting are annexed to the Notice convening the Annual General Meeting.

Key Managerial Personnel

During the year under review none of the KMPs were appointed or has resigned.

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

• Mr. Ashit Kukian Chief Executive Officer (CEO)

• Mr. Prashant Domadia Chief Financial Officer (CFO)

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

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Every Independent Director at the first meeting of the Board after their appointmentand thereafter at the first meeting of the Board in every financial year or whenever thereis any change in the circumstances which may affect his status as an independent directoris required to provide a declaration that he/she meets the criteria of independence asprovided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above each Independent Director has given a written declarationto the Company confirming that he/she meets the criteria of independence under Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they havecomplied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board all the Independent Directors fulfill the criteria ofindependence as provided under the Act Rules made thereunder read with the ListingRegulations and are independent of the management and possess requisite qualificationsexperience and expertise and hold highest standards of integrity to discharge theassigned duties and responsibilities as mandated by Act and Listing Regulationsdiligently. Disclosure regarding the skills/expertise/competence possessed by theDirectors is given in detail in the Report on Corporate Governance forming part of thisAnnual Report.

The Company has taken requisite steps for inclusion of the names of all IndependentDirectors in the databank maintained with the Indian Institute of Corporate Affairs("IICA"). Accordingly the Independent Directors of the Company have registeredthemselves with the IICA for the said purpose.

I n terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment& Qualification of Directors) Rules 2014 out of the four (4) Independent Directorsof the Company only one (1) Independent Director is required to undertake onlineproficiency self-assessment test conducted by the IICA and will take the said onlineproficiency self-assessment test in due course.

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

Pursuant to the provisions of Act read with the Listing Regulations annual performanceevaluation is to be carried out of the Board and its Committees the Chairman andIndividual Directors including the Independent Directors. To ensure an effectiveevaluation process the Nomination and Remuneration Committee ('NRC') of the Board ofDirectors has put in place a robust evaluation framework for conducting the performanceevaluation exercise. During the financial year 2020-21 NRC with a view to augmenting theevaluation process questionnaires were circulated and peer evaluation was conducted forall 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 etc. Similarly committees were evaluated on parameters such asadherence to the terms of the mandate deliberations on key issues reporting to Boardetc. The Chairman of the Company was evaluated on leadership guidance to the Board andoverall effectiveness.

The responses submitted by Board members were collated and analysed. Improvementopportunities emanating from this process were considered by the Board to optimise itsoverall effectiveness. A report on the evaluation process and the results of theevaluation were presented to the Board.

12. FAMILIARISATION 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 familiarise with the Company's procedures and practices.Periodic presentations are made at the meetings of Board and its Committees on theCompany's performance. Detailed presentations on the Company's business and updates onrelevant statutory changes and important laws are also given in the meetings. Afamiliarisation programme for Directors was held on March 02 2021 to give an overview oftrends in Media and Entertainment Industry. The details of familiarisation programme forDirectors are posted on the Company's website www.radiocity.in (web link: https://www.radiocity.in//images/about-us/presscoverageimg/OrientationandFamiliarisationProgramme-2020-21.pdf).

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In accordance with Section 134(3) read with Section 178(4) the Nomination andRemuneration Policy of the Company is attached hereto as Annexure-I to the Director'sReport and is also uploaded on the Company's website www. radiocity.in (weblink:(https://www.radiocity.in//images/ about-us/presscoverageimg/NRC%20Policy%20-%20MBL1589287412.PDF)

14. COMMITTEES OF BOARD OF DIRECTORS

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 Stakeholders' Relationship Committee Corporate SocialResponsibility Committee and Risk Management Committee which have been established incompliance with the requirements of the relevant provisions of applicable laws andstatutes.

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

15. MEETINGS OF THE BOARD

The Board of Directors met 4 (Four) times during the financial year ended March 312021 in accordance with the provisions of the Companies Act 2013 and the Rules madethereunder and Regulation 17 (2) of the Listing Regulations.

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

16. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance as stipulated under Regulations 17 to 27 and Para C Dand E of Schedule V of the Listing Regulations as amended from time to time is set outseparately and forms part of this Report. The Company has been in compliance with all thenorms of Corporate Governance as stipulated in Regulations 17 to 27 and Clauses (b) to (i)of Regulation 46(2) and Para C D and E of Schedule V of the Listing Regulations asamended from time to time.

The requisite Certificate from the Secretarial Auditors of the Company M/s. DeepakRane Practicing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under the Listing Regulations forms part of this Report

17. 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.

18. INSURANCE

All the existing assets of the Company are adequately insured against loss of fireriots earthquakes floods etc. and such other risks which are being considered asthreats to the Company's assets by the management of the Company.

19. CODE OF CONDUCT

As prescribed under Part 'D' of Schedule V read with Regulation 17 (5) of the ListingRegulations a declaration signed by the Chairman affirming compliance with the Code ofConduct by the Directors and Senior Management Personnel of the Company for the FinancialYear 2020-21 is annexed to and forms part of the 'Report on Corporate Governance' formingpart of this Annual Report.

20. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS

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

21. CHANGES IN STRUCTURE OF SHARE CAPITAL IF ANY

There was no change in the capital structure of the Company for the year under review.As of March 31 2021 the Authorised Issued Subscribed and Paid-up Share Capital of theCompany were as follows:-

Authorised Share Capital

' 800500000/- divided into 400000000 Equity Shares of ' 2/- each and 50000Convertible Redeemable Preference shares of ' 10/- each.

Issued Subscribed and Paid-up Share Capital:

' 691371250/- divided into 345685625 Equity Shares of ' 2/- each.

22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

23. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As a socially responsible corporate citizen the Company has been persistentlyexploring novel opportunities and possibilities in the form of sustainable programs orprojects for its CSR activities in order to create larger social impact and positivechanges in the lives of community. For the financial year 2020-21 the Company contributedan amount of '136 lakhs through various registered trusts as CSR expenditure towardsPromotion of Education and Livelihood Skills to Visually Impaired and Orphanage Studentswith better infrastructure facilities along with support to Cancer Patients.

The Corporate Social Responsibility Policy (CSR Policy) of the Company was amended bythe Board at their meeting held on April 8 2021 in light of the recent amendmentsintroduced by Ministry of Corporate Affairs ("MCA") vide the Companies(Corporate Social Responsibility Policy) Amendment Rules 2021 dated January 22 2021. TheCSR policy may be accessed on the Company's website www. radiocity.in (web link:https://www.radiocity.in//images/ about-us/presscoverageimg/CorporateSocialResponsibilitvPolicv-MBL20211618213509.PDF)

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

24. RELATED PARTY CONTRACTS/ARRANGEMENTS

All related party transactions that were entered into during the financial year were inthe ordinary course of business of the Company and on arm's length basis. There were nomaterially significant related party transactions entered into during the year by theCompany with its Promoters Directors Key Managerial Personnel or other related partieswhich could have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval is obtained for the transactions which areforeseen or are recurring in nature. A statement of all related party transactions ispresented before the Audit Committee on a quarterly basis specifying the relevant detailsof the transactions. The policy on dealing with related party transactions is placed onthe 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 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 notesto the Financial Statements.

25. INTERNAL FINANCIAL CONTROLS

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

26. INTERNAL AUDITOR

M/s. KPMG is the Internal Auditors of the Company. The terms of reference and scope ofwork of the Internal Auditors areas approved by the Audit Committee. The Internal Auditorsmonitors and evaluates the efficiency and adequacy of the 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.

27. LEGAL FRAMEWORK AND REPORTING STRUCTURE

In consultation with a professional agency of international repute the Company has setup a compliance tool for monitoring and strengthening compliance of the laws applicable tothe Company which is updated regularly for amendments/modifications in applicable lawsfrom time to time. This has strengthened the compliance at all levels in the Company underthe supervision of the Compliance Officer who has been entrusted with the responsibilityto oversee its functioning.

28. 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.

29. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report ("BRR") of the Company for the year underreview describing initiatives taken by the Company from an environmental social andgovernance perspectives as required under Regulation 34(2)(f) of the Listing Regulationsis set out separately and forms part of the Annual Report.

30. DIVIDEND DISTRIBUTION POLICY

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment)Regulations 2021 the requirement of adoption of Dividend Distribution Policy had beenextended to top 1000 companies (by market capitalisation calculated as on March 31 ofevery financial year) which was initially applicable to top 500 listed companies. As theCompany is one amongst the top 1000 listed entities to comply with the aforesaidamendment the Board at its meeting held on May 20 2021 has approved and adoptedDividend Distribution Policy and sets out the basis for determining the distribution ofdividend to the shareholders as required under Regulation 43A of the Listing Regulations.

The Dividend Distribution Policy of the Company as required under the ListingRegulations is available on the Company's website at: https://www.radiocity.in/about-us/investor-governance

31. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment)Regulations 2021 the requirement to constitute Risk Management Committee had beenextended to top 1000 companies (by market capitalization calculated as on March 31 ofevery financial year) which was initially applicable to top 500 listed companies. As theCompany is one amongst the top 1000 listed entities to comply with the aforesaidamendment the Board at its meeting held on May 20 2021 has constituted the RiskManagement Committee in compliance with the Listing Regulations. The details of the RiskManagement Committee are provided in the Section on 'Corporate Governance' forming part ofthis Annual Report.

The Company has in place a Risk Management Policy and the same uploaded on theCompany's website at https:// www.radiocity.in/about-us/investor-financial-report

32. WEBLINK OF ANNUAL RETURN

A weblink of Annual Return for the financial year ended March 31 2021 in Form MGT - 7as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Managementand Administration) Rules 2014 is available on the website of the Company at the linkhttps://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 the highest standards of corporate governance. Ithas established a system through which directors & employees may report a breach ofcode of conduct including code of conduct for insider trading unethical businesspractices illegality fraud corruption leak of unpublished price sensitive informationpertaining to the Company etc. at the workplace without any fear of reprisal. It alsoprovides adequate safeguards against victimisation 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. Thedetails 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 https:// www.radiocity.in//images/about-us/presscoverageimg/Vigil-Machanism-Policy-MBL1553769928.pdf)

During the Financial Year 2020-21 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:

i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there was no material departure from the same;

ii) The directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company and of the profit and loss of the Companyat the end of the financial year;

iii) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

v) 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

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and 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 Act.

36. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

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 2020-21.

The Secretarial Audit Report in Form No. MR-3 for the financial year March 31 2021 isset out in Annexure-III to the Board's Report. There are no qualifications or observationsor other remarks made by the Secretarial Auditor on the audit conducted by him in hisReport for the year under review. In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08 2019 the Company has obtained from the SecretarialAuditors of the Company an Annual Secretarial Compliance Report.

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 2021-22 at a remuneration asmentioned in the Notice convening the 22nd Annual General Meeting of theCompany.

The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed thereunder. The Cost Auditorshave confirmed that they are not disqualified to be appointed as the Cost Auditors of theCompany for the financial year 2021-22.

The Cost Audit Report for the financial year 2019-20 was filed on July 27 2020 withMinistry of Corporate Affairs and it did not contain any qualification reservationadverse remark or disclaimer and the Cost Audit Report for the financial year 2020-21 willbe filed on or before the due date.

38. STATUTORY AUDITOR

Pursuant to provisions of Section 139 of the Act and Rules made thereunder M/s PriceWaterhouse Chartered Accountants LLP (Registration No. 012754N/N500016) being eligiblewere appointed as Statutory Auditors of the Company for a term of five (5) years to holdoffice from the conclusion of the 21st Annual General Meeting of the Companyheld on September 15 2020 till the conclusion of the 26th Annual GeneralMeeting to be held in the year 2025.

The Report given by M/s Price Waterhouse Chartered Accountants LLP on the financialstatement of the Company for the financial year 2020-21 is part of the Annual Report. TheNotes on financial statement referred to in the Auditor's Report are self-explanatory anddo not call for any further comments. The Auditor's Report does not contain anyqualification reservation adverse remark or disclaimer.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeein 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 the future.

• During the year under review there were no changes in the nature of thebusiness of the Company.

40. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

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 March31 2021 and the date of this Report other than continuing impact of pandemic COVID-19.For further details on the impact of COVID-19 please refer to the Report on ManagementDiscussion and Analysis and Note Nos 2(b) to the Financial Statements.

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

The operations of the Company are not energy-intensive; steps are being continuallytaken to conserve energy in all possible ways. In the past few years the Company hasundertaken several initiatives not only in the areas of energy efficiency across locationsto conserve energy but also towards optimum utilisation of all-natural resources. Some ofthese initiatives include:

• Replacement of conventional lighting with LED lighting across our locations.

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

• Installation and up-gradation of energy-efficient electronic devices aimed atreducing energy consumption are being made by the Company and its employees to reduce thewastage of scarce energy resources.

Technology Absorption Adaptation and Innovation

The Company has not imported any specific technology for its broadcasting although ituses advanced mechanisms 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 thelatest innovations.

Foreign Exchange Earnings and Outgo

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

(' in lakhs)

Particulars Year ended March 31 2021 Year ended March 31 2020
Foreign Exchange earned 196.52 56.25
Foreign Exchange outgo
• Capital Expenses - 165.84
• Other Expenses 32.74 36.65
Total Foreign Exchange outgo 32.74 202.49

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-IV 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 twenty one(21) days before the AGM during business hours on any working days (Monday to Friday) ofthe Company up to the date of the ensuing AGM. Any member who is interested in obtaining acopy thereof may write to the Company Secretary at the Registered Office of the Companyand the same will be 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 a systematic appraisal of performance and impartedtraining 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 (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero-tolerance towards sexual harassment at the workplace and as perthe requirement of The Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with the Rules made thereunder the Company has in placea Prevention of Sexual Harassment (POSH) Policy. Periodical communication of this Policyis done through various programs to the employees. The Company has constituted theInternal Complaints Committee in accordance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 which is responsible forredressal of complaints related to sexual harassment. No complaint on sexual harassmentwas received during 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 bankers financial institutions Credit RatingAgency Depositories Stock Exchanges Registrar and Share Transfer Agents regulatorybodies advisors and other business constituents during the year under review.

The Directors also place on record their deep sense of appreciation for the commitmentabilities contribution and hard work of all executives officers and staff who enabledthe Company to consistently deliver satisfactory and rewarding performance in achallenging environment. Their dedicated efforts and enthusiasm have been pivotal to thegrowth of the Company discharging the onerous responsibility of dissemination ofinformation and content to the listeners without disruption despite outbreak of COVID-19for which they deserve to be greeted wholeheartedly.

The Company also pays homage to all who have lost their lives due to the COVID-19pandemic and acknowledges the hard-work and the heroic efforts of the doctors paramedicsand other front-line workers who are risking their lives every day to combat the pandemic.

Registered Office: For and on behalf of the Board of
5th Floor RNA Corporate Park Directors of
Off Western Express Highway Music Broadcast Limited
Kalanagar Bandra (East)
Mumbai - 400 051 Vijay Tandon
Tel: +91 22 66969100 Chairman
Fax: +91 22 26429113 (Non-Executive and Independent)
E-mail: investor@myradiocity.com
Website: www.radiocity.in
CIN: L64200MH1999PLC137729
Date: May 20 2021
Place: Delhi

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