Music Broadcast Ltd Directors Report.

The Board of Directors of the Company is pleased to submit its Twenty First Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS

The summarised financial results of the Company along with appropriation to reserves for the financial year ended March 31, 2020, as compared to the previous year are as under:

( in Lakhs)

Particulars FY20 FY19
Income –
Revenue from Operations 24,782.14 32,470.76
Other Income 1,630.54 1,509.66
Total Income 26,412.68 33,980.42
Expenditure -
Administration & other expenses# 19,067.85 21,152.86
Interest 974.67 564.11
Depreciation and amortisation expenses 3,478.41 2,710.79
Total Expenditure 23,520.93 24,427.76
Profit/(Loss) for the year before tax 2,891.75 9,552.66
Less: Current Tax 616.64 2,033.20
Deferred Tax expense (545.65) 1,357.63
Profit for the year 2,820.75 6,161.83
Other comprehensive income
Items that will not be reclassified to profit or loss
-Re-measurements of post-employment benefit obligations 36.94 (6.10)
Add: Income tax relating to these items (10.76) 2.13
Other comprehensive income for the year, net of tax 26.18 (3.97)
Total comprehensive income for the year 2,846.93 6,157.86
Add: (Loss) brought forward (943.57) (6,851.43)
Less: Transfer to Debenture Redemption Reserve 229.17 250.00
Profit / (Loss) carried to Balance Sheet 1,674.19 (943.57)

# Other expenses for the year ended March 31, 2020 includes non-recurring cost:

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

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

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

2. FINANCIAL HIGHLIGHTS

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

However if above non-rucurring items are excluded, the Companys de-growth would be 23.68 % in revenue from operations, 41.15 % de-growth in PBIDT and 38.86 % de-growth in Net Profit

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

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

The COVID-19 pandemic is spreading throughout the world, including India, which led to nation-wide lockdown from March 25, 2020. Consequently, the advertisement revenues and the profitability for the quarter and financial year ended March 31, 2020 have been adversely affected. However, the Company have kept all the radio stations running despite the lockdown. Further, there have been no changes in the controls and processes which are key to our ability to run our operations without disruptions in difficult conditions.

In assessing the recoverability of the receivables, tangible and intangible assets, and other financial and non-financial assets, the Company has considered internal and external information including economic forecasts available. The Company has performed sensitivity analysis on the assumptions used and based on such information and assessment, the Company expects to recover the carrying amount of these assets. The impact of the pandemic may differ from that estimated as at the date of approval of Boards Report. The Company will continue to closely monitor any material changes to future economic conditions.

4. DIVIDEND

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

5. UTILISATION OF IPO PROCEEDS

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

6. DEPOSITS

The Company has not accepted any deposit from public/shareholders in accordance with Section 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 deposits was outstanding as on the date of the Balance Sheet.

7. CREDIT RATING

The Companys sound financial management and its ability to service financial obligations 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 as CRISIL A 1+.

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

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

The Board of Directors at its meeting held on May 27, 2019, approved the proposed investment, in Reliance Broadcast Network Limited ("RBNL") an Anil Ambani Reliance group company, by way of a preferential allotment for 24% equity stake for a consideration of Rs 202 crores. Further, on receipt of all regulatory approvals, the Board also approved the proposed acquisition of the entire stake held by the promoters of RBNL basis an enterprise value of Rs 1,050 crores after making adjustment for variation, if any, on the basis of audited accounts for the year ended March 31, 2019.

Music Broadcast Limiteds ("MBL/Company") Radio City and RBNLs BIG FM have complementary offerings with limited overlap. The combined network will have 79 Stations making it the largest radio network in India.

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

9. ACQUISITION OF THE RADIO BUSINESS OF THE ANANDA OFFSET PRIVATE LIMITED AND ALL ASSETS PERTAINING THERETO ON A ‘SLUMP SALE BASIS AS A GOING CONCERN

The Board of Directors of the Company, at its meeting held on April 23, 2018, approved the acquisition of Radio Business Undertaking of Ananda Offset Private Limited, engaged in Radio Broadcasting Business under brand name "Friends 91.9 FM" in Kolkata through a slump sale subject to receipt of approval from the MIB.

Given that the parties have not received the abovementioned regulatory approvals from the MIB as contemplated under the Agreement, the parties have mutually agreed to terminate the Agreement on May 25, 2019.

10. ISSUE OF BONUS SHARES

The Board of Directors at their meeting held on January 27, 2020, recommended issue of bonus equity shares, in the proportion of 1:4, i.e. 1 (One) bonus equity share of Rs 2/- each for every 4 (Four) fully paid-up equity shares held by the Members of the Company. The said bonus issue was approved by the Members of the Company vide resolution dated March 03, 2020, passed through postal ballot/e-voting, subsequent to which, on March 16, 2020, 6,91,37,125 bonus shares were allotted to the Members whose names appeared on the register of members as on March 13, 2010, being the record date fixed for this purpose.

As part of the aforesaid allotment, 6,290 bonus equity shares representing fractional entitlement(s) of eligible Members were consolidated and allotted to the trustee namely Ms. Apurva Purohit, appointed by the Board. Subsequently, the trustee will sell such equity shares at the prevailing market price and distribute the net sale proceeds, after adjusting the costs and expenses in respect thereof, among the eligible Members in proportion to their respective fractional entitlements.

11. DETAILSOFDIRECTORSORKMPSAPPOINTED

AND RESIGNED DURING FY19

i. Appointment of Director:

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

Based on the recommendation received from the Nomination and Remuneration Committee, the Board of Directors has appointed Ms. Anita Nayyar (DIN: 03317861) as Additional Women Independent Director of the Company with effect from January 27, 2020, and she shall hold office up to the date of ensuing AGM. As per the provisions of Section 160 of the Act, the Company has received a notice in writing from a member specifying his intention to propose the appointment of Ms. Anita Nayyar (DIN: 03317861) as Independent Director of the Company in the ensuing AGM and she shall not be liable to retire by rotation.

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

54 ii. Re-appointment of Director:

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

The Board of Directors in its meeting held on May 25, 2020, has based on the outcome of evaluation exercise and recommendation of the Nomination and Remuneration Committee, recommended the reappointment of Mr. Anuj Puri (DIN: 00048386) as 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 resolutions at the ensuing AGM and he shall not be liable to retire by rotation.

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

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

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Ms. Apurva Purohit (DIN: 00190097), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment and the Board recommends her re-appointment.

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

Key Managerial Personnel:

During the year under review, none of the KMPs was appointed or resigned.

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

• Mr. Ashit Kukian, Chief Executive Officer (CEO)

• Mr. Prashant Domadia, Chief Financial Officer (CFO)

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

12. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Every Independent Director, at the first meeting of the Board after the appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he/she meets the criteria of independence as provided 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 declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that they have complied 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 of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of the Annual Report.

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

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

Pursuant to the provisions of Act read the Listing Regulations, annual performance evaluation is to be carried out of the Board and its Committees, the Chairman and Individual Directors including the Independent Directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee (‘NRC) of the Board of Directors has put in place a robust evaluation framework for conducting the performance evaluation exercise. During FY20, NRC, with a view to augmenting the evaluation process, questionnaires were circulated, refinements were 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 composition, administration, corporate governance independence from Management, etc. Parameters for evaluation of Directors included constructive participation in meetings, engagement with colleagues on the Board. Similarly, committees were evaluated on parameters such as adherence to the terms of the mandate, deliberations on key issues, reporting to Board, etc. The Chairman of the Company was evaluated on leadership, guidance to the Board and overall effectiveness.

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

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

The Board members are provided with the necessary documents, presentation, reports, and policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on the Companys performance. Detailed presentations on the Companys businesses and updates on relevant statutory changes and important laws are also given in the meetings. A familiarisation program for Directors was held on January 27, 2020, to give an overview of the Nature of Industry, Business Model of the Company, Roles, Rights & Responsibility of Independent Directors, Business Responsibility Report and Registration Process for Independent Directors. The details of familiarisation program for Directors are posted on the Companys website www.radiocity.in (web link: https://www.radiocity.in//images/about-us/ press coverageimg Orientation and Familiarisation Programme-2019-20.pdf)

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

16. COMMITTEES OF BOARD

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

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

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

17. MEETINGS OF THE BOARD

The Board of Directors met 5 (five) times during the financial year ended March 31, 2020, in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and Regulation 17 (2) of the Listing 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

A Report on Corporate Governance as stipulated under Regulations 17 to 27 and Para C, D, and E of Schedule V of the Listing Regulations, as amended from time to time, is set out separately and forms part of this Report. The Company has been in compliance with all the norms 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, as amended from time to time.

The requisite Certificate from the Secretarial Auditors of the Company, M/s Deepak Rane, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of this Report

19. MANAGEMENT DISCUSSION AND ANALYSIS

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

20. INSURANCE

All the existing assets of the Company are adequately insured against loss of fire, riot, earthquake, floods, etc. and such other risks which are being considered as threats to the Companys assets by the Management of the Company.

21. CODE OF CONDUCT

As prescribed under Part ‘D of Schedule V read with Regulation17(5)of the Listing Regulations ,adeclaration signed by the Chairman affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for FY20 is annexed to and forms part of the ‘Report on Corporate Governance 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 FY20 the Company has increased its Authorised Share Capital from Rs 67 crores to Rs 80 crores and issued and allotted 6,91,37,125 bonus equity shares in the proportion of 1:4, i.e. 1 (One) bonus equity share of

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

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

Authorised Share Capital

80,05,00,000/- divided into 40,00,00,000 Equity Shares of Rs 2/- each and 50,000 Convertible Redeemable Preference shares of Rs10/- each.

Issued, Subscribed and Paid-up Share Capital:

69,13,71,250/- divided into 34,56,85,625 Equity Shares of Rs2/- each.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted the Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities that can be undertaken by the Company. The CSR policy may be accessed on the Companys website www.radiocity.in (web link https://www.radiocity.in// images/about-us/presscoverageimg/Corporate%20

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

Since the commencement of provision of CSR provisions under the Companies Act, 2013, the company has been consistently spending the entire prescribed amount of at least 2% of the average net profits of the Company for the preceding three financial years on CSR activities as enumerated in the CSR Policy of the Company. As a socially responsible corporate citizen, the Company has been consistently exploring novel opportunities and possibilities in the form of sustainable programs or projects for its CSR activities in order to create larger social impact and positive changes in the lives of community.

In order to achieve this objective, during the year, the Company endeavoured to engage/partner with the appropriate/suitable charitable organisations/NGOs which accordant to vision and objective as that of the Company with respect to CSR, however, in view of the limited availability of the sustainable programs or projects which meets the vision and objective of the Company, the allocated amount of Rs 1.53 crores has remained unspent towards the CSR activities for FY20. The Company has taken steps in the right direction and is actively looking for the new areas/activities, particularly deeper sustainable programs or projects and is committed to accelerate the CSR spend in the coming years.

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 on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure II to the Directors Report.

26. RELATED PARTY CONTRACTS / ARRANGEMENTS

All related party transactions that were entered into during the financial year were in the ordinary course of business of the Company and on arms length basis. There were no materially significant related party transactions entered into during the year by the Company with its Promoters, Directors, Key Managerial Personnel or other related parties which could have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is obtained for the transactions which are foreseen or are recurring in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the relevant details of the transactions. The policy on dealing with related party transactions is placed on the Companys 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 ordinary course of business and were on an arms length basis, Form AOC-2 as prescribed pursuant to Section 134 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

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

27. INTERNAL FINANCIAL CONTROLS

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

28.INTERNAL AUDITOR

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

29. LEGAL FRAMEWORK AND REPORTING STRUCTURE

In consultation with a professional agency of international repute, the Company has set up a compliance tool for monitoring and strengthening compliance of the laws applicable to the Company, which is updated regularly for amendments/modifications in applicable laws from time to time. This has strengthened the compliance at all levels in the Company under the supervision of the Compliance Officer, who has been entrusted with the responsibility 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 of the Act are given in the notes to the Financial Statements for the year under review.

31. BUSINESS RESPONSIBILITY REPORT

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

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

32. EXTRACT OF ANNUAL RETURN

An extract of Annual Return for the financial year ended March 31, 2020, in Form MGT – 9 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure III to this Report.

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

33. ESTABLISHMENT OF VIGIL / WHISTLEBLOWER MECHANISM

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

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

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

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

34. DIRECTORS RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the Company and that such internal financial controls were adequate and were operating effectively; and

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

35. COMPLIANCE OF SECRETARIAL STANDARDS

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

36. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of section 204(1) of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Deepak Rane, Practicing Company Secretary, Mumbai for conducting the Secretarial Audit of the Company for FY20. The Secretarial Audit Report in Form No. MR-3 for the financial year March 31, 2020 is set out in Annexure-IV to the Boards Report.

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

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

37.COST AUDIT

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

The Cost Audit Report for FY19 was filed on July 30, 2019, with Ministry of Corporate Affairs and it did not contain any qualification, reservation, adverse remark or disclaimer and the Cost Audit Report for FY20 will be filed on or before the due date.

38.STATUTORY AUDITOR

At the 16th AGM held on September 07, 2015, the Members had approved the appointment of M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016) as the Statutory Auditors of the Company to hold the office from the conclusion of the 16th AGM till the conclusion of the 21st AGM.

As per the provisions of Section 139 of the Act, Audit firm can be re-appointed for the second term of (5) five consecutive years, hence M/s Price Waterhouse Chartered Accountants LLP is eligible for re-appointment i.e. from the conclusion of the 21st AGM till the conclusion of the 26th AGM.

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

There are no qualifications or adverse comments in the Auditors Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

39.OTHER DISCLOSURES

Following other disclosures are made:

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

• No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.

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

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

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2020 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 Management Discussion and Analysis and Note No 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 not involve any manufacturing activity, most of the Information required to be provided under Section 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, is given hereunder:

Conservation of Energy:

The operations of the Company are not energy-intensive; steps are being continually taken to conserve energy in all possible ways. In the past few years, the Company has undertaken several initiatives not only in the areas of energy efficiency across locations to conserve energy but also towards optimum utilisation of all-natural resources. Some of these 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 at reducing energy consumption are being made by the Company and its employees 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 it uses advanced mechanisms including transmitters, Cummins, etc. which are handled by the Companys in-house technical team. The Company uses the latest equipment in broadcasting its programs. The outdated technologies are constantly identified and updated with the latest innovations.

Foreign Exchange Earnings and Outgo:

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

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

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details is annexed as Annexure V to the Directors Report.

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

43.HUMAN RESOURCES

Human resource is a key asset capital and an important business driver for the Companys sustained growth and profitability. The Company continues to place significant importance on its Human Resources and enjoys cordial relations at all levels. The well-disciplined workforce which has served the Company for over a decade lies at the very foundation of the Companys major achievements and shall continue for the years to come. The management has always carried out a systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognised talent and has judiciously followed the principle of rewarding performance.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION, AND REDRESSAL_ ACT, 2013

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

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

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

45.CAUTIONARY STATEMENTS

The Directors Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

46.ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, Credit Rating Agency, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, regulatory bodies and other business constituents during the year under review. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in the successful performance of the Company during the year.

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

 

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