AFFLUENCE

DIRECTORS’ REPORT

Your Directors are pleased to submit their Sixteenth Annual Report together with the Audited Accounts statements for the financial year ended 31st March 2015.

FINANCIAL RESULTS:

Highlights of the Financial Results for year are reproduced herein below –

          (Rs. in ‘000)

Business OPERATIONS:

FINANCIAL PERFORMANCE

The company has achieved an all-time high performance both in turnover and its profits by growing at a higher pace than the industry.

Your company posted 89.6% growth in Profit after Tax (PAT) at Rs 46.9 Crore as compared to Rs 24.8 crore in FY14. Revenues were at Rs 200.8 crore, up by 30.3% as compared to Rs 154.2 crore a year ago.

Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs 68.8 crore up by 49.9% as compared to Rs 45.9 crore a year ago.

OPERATING RESULTS AND FUTURE OUTLOOK

The financial year FY 2014-15 has been a year that saw Radio City outperform the category by registering an outstanding 30% year on year growth across different parameters (FCT + Alliance + Digital).

The robust growth registered has been due to the focussed approach taken towards each major vertical and an increase in pricing in key markets. FY 2014-15 saw RC hike its ER by 10% in core markets. The year also witnessed a 2% growth in market share. Franchisee sales grew by 28% and satellite market business by 7%. Non FCT grew by 44%. 

Programming & Marketing initiatives have resulted in listenership growth in the key markets. Radio City’s listenership grew by 3% in Mumbai and it continued its dominant leadership in Bangalore. Radio City retained the No.1 position in both the cities throughout the year and continued to be amongst the top 2 radio networks as per IRS.

Radio City’s continued growth projectile was scripted on the back of strong and consistent programming and marketing efforts. Radio City Blue Carpets were extremely successful. Radio City Super Singer, Babber Sher, Radio City Garba Premier League continued to bring in huge listenership engagement and affinity.

The Company’s Human Resource policies continue to yield good result. The Company has been participating in the Great Places to Work survey since 2008. In the 2014 GPTW survey, Radio City has been awarded in the following categories:

-          No 1 in Media Industry (consistently for last 2 years RC has maintained its No. 1 position in Media)

-          No 3 in Fairness & Performance Management System (Maintained last year’s position)

-          No 2 in Engaging Frontline Staff (The position moved up from No.5 to No. 2)

-          No 3 in Rewards & Recognition (The position moved up from No.5 to No.3)

Radio City ranked 25th in India’s Best Companies to Work for 2014 study by Great Places to Work. It has moved up by 7 positions.

In the 2015 GPTW survey, Radio City was yet again awarded as the Best Place to Work in Media industry and also the 18th Great Place to Work across industries in the survey which was done across 700 plus organizations

In the 2015 GPTW survey, Radio City has been awarded in the following categories:

1.       Rank 18 – India’s Best Companies to work For 2015

2.       Rank 1 – Media Industry

3.       Rank 1 – Best Companies for Fairness in Performance Management System

4.       Rank 2 – Best Companies in Hiring & Welcoming

5.       Rank 3 – Best Companies for Employee Participation and Involvement

AWARDS & ACCOLADES:

·         Radio City won 7 Golden Mike Award this year for the following categories:

o   Effectiveness:

§  Best use of Radio for a launch – India’s Raw Star – Bronze

§  Best use of Radio for a launch – City First Loyalty Programme – Gold

o   Creativity:

§  Best Campaign – Khud Kishore Kumar – Bronze

o   Promotion:

§  Best On Air Promotion by a Single Radio Station for Self (Sponsored by a Client) – Ganpati Guards – Gold

§  Best on Ground Promotion by a Network of Stations for self (Sponsored by a client) – Radio City Super Singer – Silver

o   Innovation:

§  Most Unique Programming Concepts /Ideas – Khud Kishore Kumar – Silver

§  Best First Time Innovation – City First Loyalty Card Program

·         Radio City 91.1FM won 2 awards at the Asian Consumer Exhibition Forum & Awards

o   Best Use of Celebrity Endorsement – Action Jackson on Radio City 91.1 FM

o   Innovative Loyalty Program – City First Loyalty Program

·         Radio City 91.1FM won 2 awards at the Big Bang Awards 2014

o   RJ Promotion,  Radio City Love Guru (Silver)

o   In-house Program Promotion for Radio Spot (Bronze)

RADIO CITY FREEDOM AWARDS:

The year 2014 also witnessed the launch of the second season of Radio City Freedom Awards. RCFA, a pioneering effort to applaud the independent singers & composers who have pushed the boundaries to create unimagined musical breakthroughs in the independent music diaspora and is well on it’s way to become an Industry benchmark of the measure of excellence.

WEB RADIO

The Company’s internet business has grown further in strength with Planetradiocity.com page views growing to 20 million. The Web Radio Section’s listenership reached 11 million streams/month reaching 160 countries, 215 cities in India. PlanetRadiocity.com boasts of a robust Web Radio section. Apart from the flagship online radio station, Radio City Fun Ka Antenna, Radio city today has 21 web radio streams with 13 web radio streams launched in the year 2014-15.

JAGRAN-RADIO CITY DEAL

On June 11, 2015, Jagran Prakashan Limited completes the Radio City 91.1 FM acquisition deal by acquiring IVF Holdings Private Limited, the holding Company of the Company, and pursuant to this Radio City 91.1FM is now officially a part of Jagran Prakashan Limited.

Being a part of Jagran family will enable Radio City to offer a more comprehensive bouquet of services to the advertisers. Radio City will continue to operate under the management control of its current leadership.

With this, Radio City will be part of one of the largest media houses in India and will look forward to expanding aggressively in the upcoming Radio FM Phase 3 and cross leveraging on strengths.

DEBENTURES

During the year under review, the company had issued and allotted on private placement basis, 2,000 (Two Thousand) Secured, Redeemable Non-Convertible Debentures having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only), of the aggregate nominal value of upto Rs. 2,00,00,00,000/- (Rupees Two Hundred Crores only). The Company has obtained rating of “CRISIL AA/Stable” from CRISIL Limited on its said Debentures.

The said Debentures were issued in 3 (Three) Series, being Series A NCDs comprising of 500 (Five Hundred) Debentures, Series B NCDs comprising of 1,000 (One Thousand) Debentures and Series C NCDs comprising of 500 (Five Hundred) Debentures and   were admitted to dealing on the Bombay Stock Exchange in the list of securities of F GROUP - DEBT INSTRUMENTS, with effect from March 19, 2015

CHANGE IN STATUS OF THE COMPANY

As per Section 2 (52) of the Companies Act, 2013, the Listed Company has been defined as a Company having any of its securities listed on any of the recognised stock exchange in India.

Since now the redeemable non-convertible Debentures of the Company are listed on the Bombay Stock Exchange with effect from March 19, 2015, the Company is considered as the Listed Company under the provisions of the Companies Act, 2013 and the Rules framed thereunder

CHANGE OF NAME

With effect from 25th June 2015 the status of the Company has changed to Public Limited Company and consequently the name of the Company changed from “Music Broadcast Private Limited” to “Music Broadcast Limited.

DIVIDEND

In order to conserve the resources of the company, the Directors do not recommend any dividend for the Financial Year ended on 31st March, 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Sectionc125 of the Companies Act, 2013 do not apply.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as ANNEXURE-I to this Report.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors duly met 10 times on the following dates during the year ended March 31, 2015:-

(1) 4th June 2014                                              (2) 16th August 2014

(3) 13th November 2014                               (4) 9th December 2014

(5) 10th December 2014                                (6) 18th December 2014

(7) 14th January 2015                                     (8) 29th January 2015

(9) 4th March 2015                                          (10) 27th March 2015

ATTENDANCE OF THE DIRECTORS AT THE BOARD MEETINGS:

*     Ceased to be a Director w.e.f. July 03, 2014. 1 meeting was held during his tenure.

$     Appointed as Director w.e.f. August 16, 2014. 8 meetings were held during her tenure.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

a)      in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b)      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 at the end of the financial year and of the profit of the company for that period;

c)       the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Compliances Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d)      the directors had prepared the annual accounts on a going concern basis.

e)      the directors, had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f)       the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS:

Being a listed company w.e.f.  March 19, 2015, the Company is required to appoint at least at least one-third of the total number of directors as Independent Directors pursuant to the provisions of Section 149(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to clause 23.5 of the Grant of Permission Agreement (GOPA) signed by the Company with Ministry of Information and Broadcasting (I&B), Government of India, the Company would require to take prior permission of the Ministry of I&B before effecting any change in the Board of Directors.

The Company has identified Mr. Anuj Puri and Ms. Ekta Kapoor as Non-Executive Independent Director to be appointed on board and also filed their security clearance with Ministry of Information and Broadcasting and awaits for their approval / confirmation for the same.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company believes that it has the duty towards betterment of society and its wellbeing and to achieve this noble objective, the Company has constituted Corporate Social Responsibility Committee on 4th June 2014, pursuant Section 135 of the Companies Act, 2013, to monitor the Corporate Social Responsibility Policy of the company from time to time.

At present Mr. Rahul Gupta, Mr. Sameer Gupta and Ms. Apurva Purohit are members of the CSR Committee and Mr. Chirag Bagadia, Company Secretary is the Secretary to the CSR Committee further the requirement of Independent Director as member of CSR Committee would be complied as an when the Independent Directors be appointed on the Board of the Company after getting clearances from Ministry of Information and Broadcasting.

The CSR Committee has formulated the CSR Policy and has recommended the activities to be undertaken by the Company as specified under the revised Schedule VII of the Companies Act, 2013.

During the year under review, 2 (two) CSR Committee Meetings were convened and held on June 04, 2014 and January 14, 2015 respectively.

Attendance of the Directors at the CSR Meetings during the year ended March 31, 2015:

*     Ceased to be a Member w.e.f. July 03, 2014. 1 meeting was held during his tenure.

$     Appointed as Member w.e.f. August 16, 2014. 1 meetings were held during her tenure.

The Company has made sustainability as the mainstay of its existence and undertakes to focus on issues which are relevant for the betterment of the communities in which it operates while also contributing to the country’s progress at large. Accordingly, during the year, your Company undertook CSR activities mainly in the area of Promotion of Education and Livelihood Skills to Visually Impaired and Orphan Students. Details of the CSR activities undertaken by the Company during the financial year 2014-15 is given in the prescribed format and forms part of this Report as ANNEXURE II.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company’s established systems and processes for internal financial controls, governance and reviewing the Company’s statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013

At present the Audit Committee of the Company consists of the following members:Mr. Rahul Gupta Mr. Sameer Gupta Ms. Apurva Purohit

During the year under review, 5 (five) Audit Committee Meetings were convened and held on June 04, 2014, August 16, 2014, November 13, 2014, January 29, 2015 and March 27, 2015 respectively.

Attendance of the Directors at the Audit Committee during the year ended March 31, 2015:

*     Ceased to be a Member w.e.f. July 03, 2014. 1 meeting was held during his tenure.

$     Appointed as Member w.e.f. August 16, 2014. 3 meetings were held during her tenure.

Further the requirement of Independent Director as member of Audit Committee would be complied as an when the Independent Directors be appointed on the Board of the Company after getting clearances from Ministry of Information and Broadcasting. 

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

The Vigil mechanism policy of the Company is also available at the website of the Company on following web link: http://www.planetradiocity.com/about-us/

NOMINATION AND REMUNERATION COMMITTEE

The Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees as provided under Section 178(3) of the Companies Act, 2013 has been attached as ANNEXURE-III to this report.

During the year under review, 1 (one) Remuneration Committee Meetings were convened and held on June 04, 2014.

Attendance of the Directors at the Remuneration Meeting during the year ended March 31, 2015:

RISK MANAGEMENT POLICY:

Your Company has formulated and put in place Risk Management Policy, which outlines and summarizes the practices of Risk Management. 

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework. In Board’s view, there are no material risk which may threaten the existence of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organisation to maintain with the same standard of the control systems and helps them in managing any default on timely basis because of strong reporting mechanisms followed by the company.

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company and improvements in process efficiencies and effectiveness are being carried out on an ongoing basis

SECRETARIAL AUDIT

Pursuant to the provisions of section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Tushar Shridharani, Company Secretary in practice, Mumbai for conducting the Secretarial Audit of the Company for the financial year 2014-15 and furnish his report to the Board. The Secretarial Audit Report forms part of this Report as Annexure IV. There are no qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by him in his Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments within the meaning of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were on an arm’s length basis and were in the ordinary course of business. Accordingly, there are no contracts or arrangements with related parties to be disclosed in Form AOC-2 pursuant to Clause (h) of Sub section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its broadcasting activity is required to be audited.

Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Kishor Bhatia and Associates, Cost Accountants, Mumbai, for conducting the audit of the cost accounting records maintained by the Company for the financial year 2015-16 at a remuneration of Rs. 40,000/- plus applicable taxes and out of pocket expense. The Cost Auditors have certified that their appointment was within the limits of Section 141(3)(g) read with sub section 5 of Section 148 of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act

As required under Companies Act, 2013, a resolution seeking member’s approval for remuneration payable to the Cost Auditor forms part of notice convening the Annual General Meeting

The Cost Audit Report for the financial year 2013-14 was filed on 12th September 2014 with Ministry of Corporate Affairs and the Cost Audit Report for the financial year 2014-15 will be filed before the due date with Ministry of Corporate Affairs.

STATUTORY AUDITOR

The Auditors, Messrs S R Batliboi & Associates, LLP, Chartered Accountants, Mumbai, resigned from their office w.e.f. July 10, 2015 and in their place M/s. Price Waterhouse Chartered Accountant LLP (FRN : 012754N / N500016) were appointed as Statutory Auditor of the Company to fill up the casual vacancy. 

M/s. Price Waterhouse Chartered Accountant LLP (FRN : 012754N / N500016) being eligible  under the section 139 of the Companies Act, 2013 and offers themselves for appointment from the conclusion of this Annual General Meeting until the conclusion of the Sixth Annual General Meeting.

There are no qualifications or observations or other remarks made by the Statutory Auditor on the audit conducted by him in his Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

SHARE CAPITAL

During the year under review, the  company issued and allotted 5,000 Equity Shares of the face value of Rs.10/- each on Right Basis, aggregating to Rs. 50,000/-. Further, the Company redeemed 4,900 Redeemable Convertible Preference Shares of the face value of Rs. 10/- each at par. Post this, there are no outstanding Redeemable Convertible Preference Shares in the share capital of the Company.

The paid up share capital of the Company (comprising of equity shares) as on 31st March, 2015 stands to  Rs. 41,91,77,670/-. (Rupees Forty One Crore Ninety One Lacs Seventy Seven Thousand Six Hundred and Seventy Only).  None of the Directors holds any share and/or convertible instrument in the Company. 

DIRECTOR AND KEY MANAGERIAL PERSONNEL

APPOINTMENT

Ms. Apurva Purohit (DIN:00190097) who was serving the Company as Chief Executive Officer (CEO)  since July, 2005, was appointed as Whole-time  Director and CEO of the Company for a period of five years with effect from 16th August 2014.

Mr. Rahul Gupta (DIN: 00359182), who was appointed as an Additional Director of the Company with effect from 10th June 2015 and who in terms of Section 161 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company. The board of directors recommends his appointment.

Mr. Sameer Gupta (DIN: 00038353), who was appointed as an Additional Director of the Company with effect from 10th June 2015 and who in terms of Section 161 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company. The board of directors recommends his appointment.

KEY MANAGERIAL PERSON:

Pursuant to Section 203 of the Companies Act, 2013, the Company has designated Ms. Apurva Purohit, Whole Time Director & Chief Executive Officer, Ms. Reshma Khalid, Chief Financial Officer and Mr Chirag Bagadia, Company Secretary as the Key Managerial Personnel of the Company.

Ms. Reshma Khalid, Chief Financial Officer of the Company has resigned w.e.f June 30, 2015. The board place on record the valuable contribution made by Ms. Reshma Khalid during her tenures of office.

RESIGNATION

Mr Vikram Nirula, (DIN 01655115) a Non-Executive Director of the Company has submitted his resignation from the Board of Directors of the Company with effect from July 03, 2014.

Mr Vishal Nevatia, (DIN 01307857) and Mr. Sunil Theckath (DIN 00294130), Non-Executive Directors of the Company has submitted their resignation from the Board of Directors of the Company with effect from June 10, 2015.

The Board places on record its deep appreciation for the valuable contribution made by Mr Vikram Nirula (DIN 01655115), Mr Vishal Nevatia, (DIN 01307857) and Mr. Sunil Theckath (DIN 00294130) during their tenures of office as directors of the Company.

REAPPOINTMENT

In accordance with the provisions of the Companies Act, 2013, Ms. Apurva Purohit (DIN: 00190097) retire from the Board by rotation, and being eligible, offer herself for re-appointment.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD

Your company has recently become listed company and considering evaluation mechanism pertaining to Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues, etc., the Board of directors of the Company at their meeting held on 27th March 2015 unanimously agreed that it may not possible for the Company to adopt a formal evaluation mechanism immediately and decided to adopt and implement a formal evaluation mechanism in the financial year 2015-16, so that appropriate disclosure can be given in the Boards’ Report for the financial year 2015-16

CHANGE IN NATURE OF BUSINESS:

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

SUBSIDIARY COMPANY:

As on 31st March 2015, the company has one subsidiary i.e. Mega Sound and Music Private Limited. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is attached as ANNEXURE-V to this Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.planetradiocity.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.planetradiocity.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office.

With effect from June 11, 2015, Mega Sound and Music Private Limited ceased to be a subsidiary of the Company.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

There are no order passed by the regulator or courts or tribunals impacting the going concern status and company’s operations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility, the Energy Conservation and Technology Absorption particulars as per provisions of Section 134(m) of the Companies Act, 2013 read along with rule 8 (3) of the companies (Accounts) Rule 2014 do not apply to our Company.

The total Foreign Exchange Inflow was Rs 27,46,000/- and Outflow was Rs 3,48,000/- during the year under review.

PARTICULARS OF EMPLOYEES

The particulars of employees required to be furnished pursuant to Sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 (1) of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the Statement of Particulars of Employees, is being sent to all shareholders of the Company. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

·         Percentage increase in the median remuneration of employees in the financial year 2014-2015 is 12%

·         Percentage increase in remuneration of director, CFO, CEO, CS in the financial year 2014-15

Name                                       Designation                     Percentage increase in remuneration

Ms. Apurva Purohit                CEO                                                 10%

Ms. Reshma Khalid                CFO                                                    8%

Mr. Chirag Bagadia                 CS                                                      17%

·         There were 284 permanent employees on rolls of the company as on March 31, 2015

·         The explanation on the relationship between average increase in remuneration and Company Performance:

Percentage increase in the remuneration is based on the performance assessment of the each employee and his role and responsibilities in the growth of the Company. Other factors such as Overall Companies growth, Rate of inflation, are also considered which calculating such increase. For the year 2014-2015, this increase ranges from average 10 to 12 %.

·         Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 12 % whereas the increase in the managerial remuneration for the same financial year was 10%.

·         Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: Percentage increase in the remuneration of Key Managerial Personnel is based on the performance assessment of the each KMP and his role and responsibilities in the growth of the Company and average increase remuneration of KMP is 12%.

·         The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources policy / N&R policy of the Company.

·         There are no employees receiving remuneration in excess of the highest paid Director during the financial year 2014-2015.

·         The Remuneration paid to all Directors is as per the Remuneration / HR Policy of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and dignified work environment for its employees which is free of discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment. The Company has also constituted an Internal Complaints Committee to redress the complaints received under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year under review:

-  No of complaints received: Nil

-  No of complaints disposed-off: NA

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude for the continued support and co-operation received from the shareholders, bankers, business associates, vendors, customers/clients and Government authorities at all levels. The Directors also wish to place on record their sincere appreciation for the dedication & commitment and efficient services rendered by the employees at all levels.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

MUSIC BROADCAST LIMITED

Sd/-                                                                                       Sd/-

…………………………….                                                      ……………………………………….                                       

Ms. Apurva Purohit                                                        Mr. Rahul Gupta

Whole Time Director and CEO                                   Director

DIN: 00190097                                                                   DIN: 00359182                                                                                  

DATE: 28/07/2015

PLACE: MUMBAI

FINANCIAL RESULTS: Highlights of the Financial Results for year are reproduced herein below – (Rs. in ‘000) ParticularsF.Y. 2014-15F.Y. 2013-14 Income – Revenue from Advertisement Other Income 2,008,350 66,690 1,541,664 35,656 Total Income… 2,075,0401,577,320 Expenditure - Administration & other expenses1,386,7051,118,341 Interest62,10456,571 Depreciation and amortization expenses157,000154,871 Total Expenditure…1,605,8091,329,783 Profit / (Loss) for the year before tax469,231247,537 Less : Provision for tax-- Profit/(Loss) for the year after tax469,231247,537 Add: (Loss) brought forward(2,076,373)(23,23,910) Less: Additional Depreciation as per Companies Act 2013(1,027)- Less: Transfer to Debenture Redemption Reserve(14,236)- Loss carried to Balance Sheet after Deferred Tax Adjustments(1,622,405)(2,076,373) Business OPERATIONS: FINANCIAL PERFORMANCE The company has achieved an all-time high performance both in turnover and its profits by growing at a higher pace than the industry. Your company posted 89.6% growth in Profit after Tax (PAT) at Rs 46.9 Crore as compared to Rs 24.8 crore in FY14. Revenues were at Rs 200.8 crore, up by 30.3% as compared to Rs 154.2 crore a year ago. Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs 68.8 crore up by 49.9% as compared to Rs 45.9 crore a year ago. OPERATING RESULTS AND FUTURE OUTLOOK The financial year FY 2014-15 has been a year that saw Radio City outperform the category by registering an outstanding 30% year on year growth across different parameters (FCT + Alliance + Digital). The robust growth registered has been due to the focussed approach taken towards each major vertical and an increase in pricing in key markets. FY 2014-15 saw RC hike its ER by 10% in core markets. The year also witnessed a 2% growth in market share. Franchisee sales grew by 28% and satellite market business by 7%. Non FCT grew by 44%. Programming & Marketing initiatives have resulted in listenership growth in the key markets. Radio City’s listenership grew by 3% in Mumbai and it continued its dominant leadership in Bangalore. Radio City retained the No.1 position in both the cities throughout the year and continued to be amongst the top 2 radio networks as per IRS. Radio City’s continued growth projectile was scripted on the back of strong and consistent programming and marketing efforts. Radio City Blue Carpets were extremely successful. Radio City Super Singer, Babber Sher, Radio City Garba Premier League continued to bring in huge listenership engagement and affinity. The Company’s Human Resource policies continue to yield good result. The Company has been participating in the Great Places to Work survey since 2008. In the 2014 GPTW survey, Radio City has been awarded in the following categories: - No 1 in Media Industry (consistently for last 2 years RC has maintained its No. 1 position in Media) - No 3 in Fairness & Performance Management System (Maintained last year’s position) - No 2 in Engaging Frontline Staff (The position moved up from No.5 to No. 2) - No 3 in Rewards & Recognition (The position moved up from No.5 to No.3) Radio City ranked 25th in India’s Best Companies to Work for 2014 study by Great Places to Work. It has moved up by 7 positions. In the 2015 GPTW survey, Radio City was yet again awarded as the Best Place to Work in Media industry and also the 18th Great Place to Work across industries in the survey which was done across 700 plus organizations In the 2015 GPTW survey, Radio City has been awarded in the following categories: 1. Rank 18 – India’s Best Companies to work For 2015 2. Rank 1 – Media Industry 3. Rank 1 – Best Companies for Fairness in Performance Management System 4. Rank 2 – Best Companies in Hiring & Welcoming 5. Rank 3 – Best Companies for Employee Participation and Involvement AWARDS & ACCOLADES: · Radio City won 7 Golden Mike Award this year for the following categories: o Effectiveness: § Best use of Radio for a launch – India’s Raw Star – Bronze § Best use of Radio for a launch – City First Loyalty Programme – Gold o Creativity: § Best Campaign – Khud Kishore Kumar – Bronze o Promotion: § Best On Air Promotion by a Single Radio Station for Self (Sponsored by a Client) – Ganpati Guards – Gold § Best on Ground Promotion by a Network of Stations for self (Sponsored by a client) – Radio City Super Singer – Silver o Innovation: § Most Unique Programming Concepts /Ideas – Khud Kishore Kumar – Silver § Best First Time Innovation – City First Loyalty Card Program · Radio City 91.1FM won 2 awards at the Asian Consumer Exhibition Forum & Awards o Best Use of Celebrity Endorsement – Action Jackson on Radio City 91.1 FM o Innovative Loyalty Program – City First Loyalty Program · Radio City 91.1FM won 2 awards at the Big Bang Awards 2014 o RJ Promotion, Radio City Love Guru (Silver) o In-house Program Promotion for Radio Spot (Bronze) RADIO CITY FREEDOM AWARDS: The year 2014 also witnessed the launch of the second season of Radio City Freedom Awards. RCFA, a pioneering effort to applaud the independent singers & composers who have pushed the boundaries to create unimagined musical breakthroughs in the independent music diaspora and is well on it’s way to become an Industry benchmark of the measure of excellence. WEB RADIO The Company’s internet business has grown further in strength with Planetradiocity.com page views growing to 20 million. The Web Radio Section’s listenership reached 11 million streams/month reaching 160 countries, 215 cities in India. PlanetRadiocity.com boasts of a robust Web Radio section. Apart from the flagship online radio station, Radio City Fun Ka Antenna, Radio city today has 21 web radio streams with 13 web radio streams launched in the year 2014-15. JAGRAN-RADIO CITY DEAL On June 11, 2015, Jagran Prakashan Limited completes the Radio City 91.1 FM acquisition deal by acquiring IVF Holdings Private Limited, the holding Company of the Company, and pursuant to this Radio City 91.1FM is now officially a part of Jagran Prakashan Limited. Being a part of Jagran family will enable Radio City to offer a more comprehensive bouquet of services to the advertisers. Radio City will continue to operate under the management control of its current leadership. With this, Radio City will be part of one of the largest media houses in India and will look forward to expanding aggressively in the upcoming Radio FM Phase 3 and cross leveraging on strengths. DEBENTURES During the year under review, the company had issued and allotted on private placement basis, 2,000 (Two Thousand) Secured, Redeemable Non-Convertible Debentures having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only), of the aggregate nominal value of upto Rs. 2,00,00,00,000/- (Rupees Two Hundred Crores only). The Company has obtained rating of “CRISIL AA/Stable” from CRISIL Limited on its said Debentures. The said Debentures were issued in 3 (Three) Series, being Series A NCDs comprising of 500 (Five Hundred) Debentures, Series B NCDs comprising of 1,000 (One Thousand) Debentures and Series C NCDs comprising of 500 (Five Hundred) Debentures and were admitted to dealing on the Bombay Stock Exchange in the list of securities of F GROUP - DEBT INSTRUMENTS, with effect from March 19, 2015

Since the Company does not own any manufacturing facility, the Energy Conservation and Technology Absorption particulars as per provisions of Section 134(m) of the Companies Act, 2013 read along with rule 8 (3) of the companies (Accounts) Rule 2014 do not apply to our Company

Since the Company does not own any manufacturing facility, the Energy Conservation and Technology Absorption particulars as per provisions of Section 134(m) of the Companies Act, 2013 read along with rule 8 (3) of the companies (Accounts) Rule 2014 do not apply to our Company

The total Foreign Exchange Inflow was Rs 27,46,000/- and Outflow was Rs 3,48,000/- during the year under review

DIRECTORS’ RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) 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 at the end of the financial year and of the profit of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Compliances Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis. e) the directors, had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively