music broadcast Directors report

Dear Shareholders,

The Directors have pleasure of presenting the Twenty-Fourth Annual Report together with the Audited Financial Statements of Music Broadcast Limited ("MBL"/ "the Company"/ "Radio City") for the financial year ended on March 31, 2023.

1. COMPANY OVERVIEW:

The Company under the brand name of "Radio City" is the first private FM radio broadcaster in India. Radio City has spearheaded the evolution of FM radio by offering content that is unique, path-breaking and invokes city passion amongst listeners with its brand philosophy of "Rag Rag Mein Daude City". Radio City is focusing to be a one-stop shop for its advertisers by providing integrated solutions, including content production, event IPs, social media, commissioned podcasts, audio stories, influencer marketing, etc.

2. FINANCIAL SUMMARY:

The summarized financial performance of the Company for the financial year ended March 31, 2023, as compared to the previous year are as presented below:

( in Lakhs)

Particulars	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operations	19,886.14	16,843.02
Other Income	1970.33	1,679.85
Total Income	21,856.47	18,522.87
Administration & other expenses	17,579.39	15,740.43
Interest	391.26	263.83
Depreciation and amortization expenses	3,279.57	3,274.78
Total Expenditure	21,250.22	19,279.04
Profit/(Loss) before Tax	606.25	(756.17)
Less: Current Tax	126.17	-
Deferred Tax expense	136.09	(186.05)
Profit / (Loss) after Tax	343.99	(570.11)
Other comprehensive income
Items that will not be reclassified to profit or loss
-Re-measurements of post-employment benefit obligations	39.76	(66.36)
Add: Income tax relating to these items	(11.58)	19.32
Other comprehensive income for the year, net of tax	28.18	(47.04)
Total comprehensive income for the year	372.17	(617.15)
Add: Proft/(loss) brought forward	(1145.14)	(527.99)
Less: Transfer to Debenture Redemption Reserve	-	-
Profit / (Loss) carried to Balance Sheet	(772.97)	(1,145.14)

Note: The above figures are extracted from the financial statements prepared in compliance with Indian Accounting Standards (Ind AS). The Financial Statements of the Company complied with all aspects with Ind AS notified under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

3. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIR:

During the Financial year 2022-23, India continues to be the fastest-growing major economy in the world and the Radio Industry continued to its recovery in line with the growth in the Media and Entertainment Industry. The radio industry is placed in a unique position to explore new avenues of development by imbibing digitization into the core business function. With business returning to regularity, the year, especially the festive period, witnessed an overall positive sentiment among consumers to spend and also among marketers to increase their advertising budget.

Turnover of the Company was 19,886.14 lakhs for the financial year ended March 31, 2023 as compared to 16,843.02 lakhs, an increase of 18% over the previous year. The Profit/ (Loss) after taxes is 343.99 lakhs, as compared to (570.11) lakhs in the previous year.

For a detailed analysis of the financial performance of the Company for the year under review, refer the Report on Management Discussion and Analysis, forming part of this Annual Report.

4. DIVIDEND:

In order to conserve the resources of the Company, the Board of Directors of the Company does not recommend any dividend on the equity shares for the financial year under review.

5. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors of the Company has adopted the Dividend Distribution Policy which sets out the basis for determining the distribution of dividend to the shareholders and of conserving resources to meet its future requirements. The Policy is available on the website of the Company at https://www.radiocity.in/investors/ policies-code-of-conduct

6. RESERVES:

The Company does not propose to transfer any amount to its Reserves for the financial year under review. Please refer to Statement of Changes in Equity in the Financial Statements of the Company for details pertaining to changes during the year in Other Equity.

7. DEPOSITS:

The Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Act 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, hence there are no details to disclose as required under Rule 8(v) and (vi) of the Companies (Accounts) Rules, 2014.

8. CREDIT RATING:

The Companys sound financial management and its ability to service financial obligations in a timely manner has been re-affirmed by the credit rating agency CRISIL with Long-term instrument-rated as "CRISIL AA/Stable" and Short-term instrument-rated as "CRISIL A1+".

The Company had obtained credit rating from CRISIL for its Non- Cumulative Non-Convertible Reedemable Preference Shares and the rating of "CRISIL AA/Stable" is re-affirmed.

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

9. SCHEME OF ARRANGEMENT FOR

ISSUE OF BONUS NON- CONVERTIBLE NON-CUMULATIVE REDEEMABLE

PREFERENCE SHARES ("NCRPS"):

The Board of Directors at their Meeting held on October 22, 2020 approved the Scheme of the Arrangement between the Company and its shareholders for Bonus issue of 1 (One) NCRPS of the face value of 10 each issued at a premium of 90 per NCRPS for every 10 Equity Shares held of face value of 2 each, redeemable at the expiry of 36 months from the date of allotment of shares, by utilising the General Reserves of the Company.

This Scheme of Arrangement for issuing Bonus NCRPS to the non-promoter shareholders of the Company was approved by Honble National Company Law Tribunal, Mumbai Bench by its Order dated December 23, 2022.

The Bonus Committee of the Board of Directors at its Meeting held on January 19, 2023 allotted 89,69,597 NCRPS of face value of 10 each, bearing dividend of

0. 1% p.a, subject to deduction of applicable taxes, in terms of the Scheme of Arrangement, to the equity shareholders holding shares as on record date i.e., Friday, January 13, 2023. The NCRPS were listed and admitted to dealings w.e.f. April 20, 2023 at BSE Limited and National Stock Exchange of India Limited.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Shailesh Gupta (DIN-00192466), Non - Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board basis the recommendation of the Nomination and Remuneration Committee, recommends his re-appointment at the forthcoming Annual General Meeting as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Brief profile and other requisite details as stipulated under Regulation 36 of the Listing Regulations and the Secretarial Standard-2 on General Meetings ("Secretarial Standard-2") on the Directors proposed to be appointed / re-appointed / regularized at the ensuing Annual General Meeting are annexed to the Notice convening the Annual General Meeting.

ii. Appointment of Director:

During the financial year under review, based on the recommendations of the Nomination and Remuneration Committee and approval of Ministry of Information and Broadcasting, the Board had appointed Mr. Ravi Sardana (DIN: 06938773) as an Additional Director in the Category of Independent Non- Executive Director of the Company with effect from May 24, 2022 for a term of 5 (five) years upto May 23, 2027, as in the opinion of the Board, he possesses requisite business knowledge, expertise, integrity and experience (including proficiency). His appointment as a Non-Executive Independent Director was approved by the shareholders of the Company in subsequent Annual General Meeting held on August 23, 2022.

iii. Key Managerial Personnel:

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are designated as the Key Managerial Personnels (KMPs) as on March 31, 2023:

Sr. No	Name of the KMPs	Designation
1	Mr. Ashit Kukian	Chief Executive Officer (CEO)
2	Mr. Prashant Domadia	Chief Financial Officer (CFO)
3	Ms. Arpita Kapoor	Company Secretary (CS) and
		Compliance Officer

During the financial year under review, there were no changes in the KMPs of the Company.

11. INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Ms. Anita Nayyar, Mr. Anuj Puri, Mr. Madhukar Kamath, Mr. Ravi Sardana and Mr. Vijay Tandon are the Independent Directors of the Company. The Company has received necessary declarations from each of the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of 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 to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as independent directors and have registered their names in the online databank of Independent Directors maintained by Indian Institute of Corporate Affairs.

12. ANNUAL PERFORMANCE EVALUATION:

In accordance with the evaluation framework designed with the requirements of the Act, Listing Regulations, read with the Guidance Note on Board Evaluation issued by SEBI and as set out by the Nomination and Remuneration Committee of the Board of Directors of the Company, the annual performance evaluation was carried out by the Board of (i) its own performance; (ii) individual Directors; (iii) Chairman of the Company; and (iv) all Committees of Board.

Evaluation of the Board was done on key attributes such as composition, administration, strategic & risk management, corporate culture, effective participation and corporate governance/compliance framework. Parameters for evaluation of Directors included constructive participation in Meetings and engagement with colleagues on the Board. Similarly, Committees were evaluated on parameters such understanding their mandate and accordingly discharging their duties and providing adequate oversight on key areas. The Chairman of the Company was evaluated on leadership and overall effectiveness in managing affairs of the Company, ensuring Corporate Governance and carrying out duties as entrusted by the Board.

Responses submitted by Board Members were collated, analyzed and improvement opportunities emanating were noted by the Board to optimize its overall effectiveness. The evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and the Chair is satisfactory. The details of the evaluation process and the results thereof of the evaluation were presented to the Board of Directors.

13. FAMILIARIZATION PROGRAMME FOR 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 familiarize 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 business and updates on relevant statutory changes and important laws are also given in the meetings.

During the financial year 2022-23, familiarisation program for Directors was held on February 2, 2023 on the Key Regulatory Updates in Corporate Laws in India. The details of familiarization program for Directors are posted on the Companys website at https://www.radiocity.in/images/ uploads/pdf/OrientationandFamiliarisationProgramme- 2022-23foruploading1675762638.pdf

14. NOMINATION, REMUNERATION AND EVALUATION POLICY:

In accordance with Section 134(3) of the Act read with Section 178(4) of the Act and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Nomination, Remuneration and Evaluation Policy for Directors, KMPs and other Employees. The Nomination, Remuneration and Evaluation Policy is attached hereto as Annexure I to the Directors Report and is also uploaded on the Companys website at https://www.radiocity.in/images/uploads/pdf/ NRCPolicyMBL231681891299.pdf

15. COMMITTEES OF BOARD OF DIRECTORS:

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, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management 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.

16. MEETINGS OF THE BOARD:

The Board of Directors met 5 (Five) times during the financial year ended March 31, 2023, in accordance with the provisions of the Act and the Rules made thereunder and Regulation 17 (2) of the Listing Regulations.

Detailed information of the meetings of the Board is I 67 included in the Report on Corporate Governance, forming part of this Annual Report.

17. 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 in 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.

A Certificate from the Secretarial Auditors of the Company, Mr. Deepak Rane, Practicing Company Secretary, (CP 8717; ACS 24110), confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Corporate Governance Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis for the year under review as required under Regulation 34(2)(e) of Listing Regulations, is set out separately and forms part of this Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2023.

19. INSURANCE:

All the existing assets of the Company are adequately insured against loss of fire, riots, earthquakes, floods, etc and such other risks which are being considered as threats to the Companys assets by the management of the Company. As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations, we have also procured a Directors and Officers Liability Insurance to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law.

20. CODE OF CONDUCT:

The Company has in place a comprehensive Code of Conduct (the "Code") applicable to the Directors and Senior Management. The Code gives guidance and support needed for ethical conduct of business and compliance of law.

A declaration signed by the Chairman affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel as prescribed under Part D of Schedule V read with Regulation 17 (5) of the Listing Regulations, of the Company for the Financial Year 2022-23 is included in the Corporate Governance Report which forms a part of this Annual Report.

21. INVESTOR EDUCATION AND PROTECTION FUND:

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

22. SHARE CAPITAL:

As of March 31, 2023, the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company were as follows:-

Authorised Share Capital:

Pursuant to the Scheme of Arrangement between the Company and its Shareholders for the issue of Bonus NCRPS to the Non-Promoter Shareholders of the Company and as approved by the Honble National Company Law Tribunal, Mumbai Bench, vide its order dated December 23, 2022, the Authorised Share Capital of the Company increased from 80,05,00,000 (Rupees Eighty Crores and Five Lakhs Only) comprising of 40,00,00,000 (Forty Crore) Equity Shares of 2 (Rupees Two only) each and 50,000 (Fifty Thousand) Convertible Redeemable Preference Shares of 10 (Rupees Ten only) each to 89,01,96,000 (Rupees Eighty-Nine Crores One Lakh Ninety-Six Thousand Only) comprising of 40,00,00,000 (Forty Crore) Equity Shares of 2 (Rupees Two only) each, 50,000 (Fifty Thousand) Convertible Redeemable Preference Shares of 10 (Rupees Ten only) each and 89,69,600 (Eighty-nine Lakhs, Sixty-Nine Thousand and Six-hundred) Non-Convertible Non-Cumulative Redeemable Preference Shares of 10/- (Rupees Ten Only) each.

Issued, Subscribed and Paid-up Share Capital:

The Company has issued and allotted 89,69,597 (Eighty- Nine Lakhs, Sixty Nine Thousand, Five Hundred and Ninety Seven) NCRPS of 10/- (Rupees Ten Only) each in the form of Bonus to its Non-Promoter Equity Shareholders whose names appeared as on the Record Date in the ratio of 1:10 for each 10 Equity share 1 NCRPS was issued.

Post allotment of the aforesaid NCRPS, the issued, subscribed and paid-up share capital of the Company as at March 31, 2023 stood at 78,10,67,220/- (Rupees Seventy- Eight Crores, Ten Lakhs, Sixty-Seven Thousand, Two Hundred and Twenty Only) divided into Equity Capital of 69,13,71,250/- (Rupees Sixty-Nine Crores, Thirteen Lakh, Seventy-One Thousand, Two Hundred and Fifty Only) divided into 34,56,85,625 (Thirty Four Crore, Fifty Six Lakhs, Eighty Five Thousand, Six Hundred and Twenty Five) Equity Shares of 2/- each and Preference Share Capital of 8,96,95,970/- (Rupees Eight Crore, Ninety Six Lakhs, Ninety Five Thousand, Nine Hundred and Seventy Only) divided into 89,69,597 (Eighty Nine Lakhs, Sixty Nine Thousand, Five Hundred and Ninety Seven) NCRPS of 10/- (Rupees Ten Only) each.

The Company has neither issued shares with differential voting rights nor sweat equity. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational area. The Company has constituted a CSR Committee comprises of 3 (Three) members. Details of the composition of the CSR Committee and Meeting held during 2022-23 are disclosed in the Corporate Governance Report forming part of this Annual Report.

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014 as amended, the Company has adopted the CSR Policy keeping into the account Acts and Rules and Schedules VII of the Act. The CSR Policy of the Company has been posted on the Companys website at https://www.radiocity.in/images/ uploads/pdf/CorporateSocialResponsibilityPolicy- MBL202116182135091627568756.pdf

The Annual report on CSR activities as required under the Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is appended as Annexure II to the Directors Report .

25. RELATED PARTY TRANSACTIONS:

During the financial year under review, the Company did not enter into any contract / arrangement / transactions referred in Section 188(1) of the Act read with the rules made thereunder. All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business of the Company and on arms length basis and there were no material contracts or arrangements or transactions at arms length basis or otherwise. Therefore, disclosure in 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.

All Related Party Transactions were entered into only with prior approval of the Audit Committee, wherever applicable. Prior omnibus approval was 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 and Board 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/uploads/pdf/RPTPolicy-MBLJanuary 242022Latest1646211685.pdf

In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 24 of the Financial Statements.

26. INTERNAL FINANCIAL CONTROLS:

The Company has in place 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. In addition to above, the Company has in place Internal Audit, carried out by independent audit firm to continuously monitor adequacy and effectiveness of the internal control system in the Company and status of its compliances.

27. INTERNAL AUDITORS:

M/s KPMG is the I nternal Auditor of the Company. The terms of reference and scope of work of the Internal Auditor is approved by the Audit Committee. The Internal Auditor 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.

28. LEGAL FRAMEWORK AND REPORTING STRUCTURE:

In consultation with a professional agency, 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.

29. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED 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.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to the Regulation 34 (2) (f) of the Listing Regulations, as amended, the Company has prepared the Business Responsibility and Sustainability Reporting for the Financial Year 2022-23 which is appended as Annexure III to the Directors Report and forms a part of this Annual Report based on their performance and reporting against the each nine principles of the National Guidelines on Responsible Business Conduct (NGRBCs).

31. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has a Risk Management Committee (RMC) comprising of four (4) members. The details of the Risk Management Committee are provided in the Section on Report on Corporate Governance forming part of this Annual Report. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. The Risk Management Policy is uploaded on the website of the Company at https://www. radiocity.in/imaaes/uploads/pdf/Risk-Manaaement-Policy- updated-August-3-20221686915251.pdf

During Financial Year 2022-23, the Company had appointed KPMG to conduct an Enterprise Risk Management (ERM) exercise for the Company. This exercise done by KPMG has made a robust risk management framework to identify, evaluate and mitigate business risks with timely monitoring and action. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as strategic, finance, operational, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, personnel, reputational and other risks. This framework seeks to enable growth, create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage by undertaking effective steps to manage risks.

32. WEBLINK OF ANNUAL RETURN:

A weblink of Annual Return for the financial year ended March 31, 2023 in Form MGT - 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link https://www.radiocity.in/investors/annual-reports

33. VIGIL / WHISTLE BLOWER MECHANISM POLICY:

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. The Company has established a Whistle- Blower/ Vigil Mechanism for the Directors and Employees who 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 victimization of Employees.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Employees/Directors has been denied access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and the Policy is also available on the website of the Company at https://www.radiocity. in/images/uploads/pdf/Vigil-Machanism-Policy- MBL15537699281627568423.pdf

During the Financial Year 2022-23, there was no complaint reported by any Employee/ Director of the Company under this mechanism.

34. DIRECTORS RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from the same;

ii) They 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;

iii) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) They 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

vi) They had devised proper systems to ensure compliance with the provisions of 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 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 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, upon the recommendation of Audit Committee, the Board has appointed Mr. Deepak Rane & Associates, Practicing Company Secretary, (Membership No: ACS 24110 and CP No. 8717) for conducting the Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2023, is annexed herewith and marked as Annexure IV to the Directors Report forming part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In accordance with Regulation 24A of the Listing Regulations, the Company has obtained, from the Secretarial Auditors of the Company an Annual Secretarial Compliance Report for the Financial Year 2022-23. The same is also submitted to the Stock Exchanges.

37. COST AUDIT:

The Company has maintained the accounts and cost records as specified by the Central Government under Section 148(1) of the Act. The Board of Directors on the recommendation of the Audit Committee, re-appointed M/s Kishore Bhatia and Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as Cost Auditors to conduct audit of Cost Accounts of the Company for the Financial Year 2023-24. Approval of the Members is being sought for ratification of their remuneration at the ensuing AGM.

38. STATUTORY AUDITOR:

At the 21^st Annual General Meeting held on September 15, 2020, the shareholders of the Company appointed M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016) as Statutory Auditors of the Company for a second consecutive term of five (5) years to hold office from the conclusion of the 21^st Annual General Meeting of the Company till the conclusion of 26^th Annual General Meeting to be held in the year 2025, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.

Pursuant to the provisions of Section 139(1) and 141 of the Act read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

M/s Price Waterhouse Chartered Accountants LLP has audited the books of accounts of the Company for the Financial Year ended March 31, 2023 and have issued the Auditors Report thereon. The Report given on the financial statement of the Company for the Financial Year 2022-23 forms part of this Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Reporting of Fraud by the Auditors

During the financial year under review, the Statutory Auditors or the Cost Auditors or the Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees, to the Audit Committee or the Board, under Section 143 (12) of the Act, the details of which would be required to be mentioned in the Directors Report.

39. OTHER DISCLOSURES:

During the year, there were no transactions requiring:

• 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.

• No revision was made in the previous financial statement of the Company.

• No changes in the nature of the business of the Company.

• No application has been made under the Insolvency and Bankruptcy Code hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

• The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

40. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Board reports that there have been no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2023 and the date of this Report. There has been no change in the nature of business of the Company.

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 Act 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 I 77 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:

(Rs. in Lakhs)

Particulars	Financial Year 2022-23	Financial Year 2021-22
Foreign Exchange earned	148.63	53.17
Foreign Exchange outgo
• Capital Expenses	307.03	155.57
• Other Expenses	34.60	62.67
Total Foreign Exchange outgo	341.63	218.25

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 Act 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 in the said Rules forms part of the Annual Report. However, in terms of first provision of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such information may address an email to investor@myradiocity.com. None of the employees identified per above Rules are related to any Director of the Company.

: 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 recognized talent and has judiciously followed the principle of rewarding performance.

The total number of permanent employees of the Company as on March 31, 2023 is 430.

44. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates zero-tolerance against any conduct amounting to sexual harassment at the workplace. The Company has constituted the Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. Training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace. No complaints on sexual harassment was received during the financial year under review.

45. CAUTIONARY STATEMENTS:

Certain statements contained in the Directors Report, Corporate Governance Report and Management Discussion & Analysis Report describing the Companys objectives, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include advertisements available, cost and demand and pricing of the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

46. ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, Credit Rating Agency, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, regulatory bodies, advisors, government authorities and other business constituents during the financial year under review.

The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees and other stakeholders who enable the Company to consistently deliver satisfactory and rewarding performance in a challenging environment. Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company discharging the onerous responsibility of dissemination of information and content to the listeners without disruption despite the challenges faced by the radio industry.