Music Broadcast Ltd

Music Broadcast Limited is engaged in the business of operating Private FM radio stations through the brand Radio City. The Company started its operations in India in July, 2001 in Bangalore and operates radio stations in 39 cities across India. During the financial year ended 31 March 2008, Radio City became the largest Radio network to reach 67 million Indians, according to AZ research March 2018 study.Music Broadcast Limited was incorporated in Kolkata, as Music Broadcast Private Limited, under the companies Act 1956. The company was converted into a Public Limited Company, pursuant to approval of the shareholders at an extraordinary general meeting held on June 15, 2015 and consequently, the name of the company was changed to Music Broadcast Limited and a fresh certificate of incorporation consequent upon conversion to Public Limited Company, issued by the Registrar of Companies.Radio City is the first private FM radio broadcaster in India and also operates the radio stations under the brand Radio City. The company has grown the presence from four cities in 2001 to 39 currently. These radio stations including the eight Radio Mantra Solutions transferred from SPML pursuant to scheme of arrangements and nine out of eleven New Radio City stations. In the year January 17, 2005, the company allotted 30,000 equity shares aggregating to 75% of the then paidup equity share capital of the company to India Value Fund Trustee company Private Limited (the IVF trustee company) and also in the year October 14, 2005, the IVF Trustee company transferred 20,400 equity shares, aggregating to 51% of the then paidup equity share capital of the company to IVF Holdings Private Limited (IVF Holdings).IVF Holdings held 99.99% of the paid up equity share capital of crystal. Further, pursuant to a share purchase agreement dated December 9, 2014 executed between IVF Trustee company, IVF Holdings and the company, IVF Trustee company transferred its entire shareholding in the company aggregating to 20.63% of then paidup equity share capital of the company to IVF Holdings. Further pursuant a share purchase agreement dated December 16, 2014, executed between JPL, Growth Capital Trustee Company Private Limited and IVF Holdings, JPL acquired IVF Holdings fom Growth Capital Trustee Company Private Limited, which was holding company of crystal.Subsequently, the name of IVF Holdings was changed to spectrum. Spectrum and Crystal held 71.34% and 21.48% respectively of the paid up equity share capital of the company. Subsequently, spectrum and Crystal were merged into JPL pursuant to the scheme of arrangements.The Composite scheme of arrangement (the Scheme) for amalgamation of Crystal Sound and Music Private Limited (Crystal) and Spectrum Broadcast Holdings Private Limited (Spectrum) with Jagran Prakashan Limited (JPL or Amalgamated Company), and the demerger of radio business undertaking of Shri Puran Multimedia Limited (Demerged Company) into Music Broadcast Limited (Company) was sanctioned by the High Court of Judicature at Allahabad vide its Order dated September 22, 2016 and the High Court of Judicature at Bombay vide its Order dated October 27, 2016. Subsequently approval from Ministry of Information Broadcasting (MIB) was received on November 18, 2016. The Scheme came into effect on November 18, 2016, which was the date on which a certified copy of the order of the High Court of Bombay and High Court of Allahabad sanctioning the Scheme was filed with the Registrar of Companies, Mumbai and the Registrar of Companies, Kanpur.In terms of the Scheme, all properties, assets (including statutory licenses and permits), rights and liabilities forming part of the radio business undertaking of Demerged Company, as well all employees engaged in such business, were transferred to and vested in favour of the Company. Additionally, the Company substituted Demerged Company in all contracts and legal proceedings pertaining to the radio business undertaking. Additionally, in terms of the Scheme, the entire business and undertaking of Spectrum and Crystal, including all properties, assets (including statutory licenses and permits), rights and liabilities of Spectrum and Crystal, were transferred to and vested in favour of JPL.As consideration for the radio business undertaking of Demerged Company transferred to the Company, the shareholders of Demerged Company were allotted 10 fully paid up equity shares of face value of 10/ each of the Company for every 112 equity shares of Demerged Company held by them.During the financial year ended 31 March 2017, the company raised money from public by issue of equity shares which were listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) on 17 March 2017. The companys initial public offer (IPO) received overwhelming response, with an oversubscription of about 40 times. The IPO comprised of a fresh issue of 12,012,012 equity shares and an offer for sale of 2,658,518 equity shares by selling shareholders for Rs. 333/ per equity share (inclusive of premium of Rs. 323/ per share).During the financial year ended 31 March 2018, Radio City partnered with Lucknow Metro Rail Corporation (LMRC) to offer specialised content across all Lucknow Metro stations. During the year under review, Radio City introduced the Next Generation of FM Entertainment VideoCity, Indias First Video FM. RadioCity.in launched 9 new web radio stations in FY 201718.The Board of Directors Music Broadcast Limited at its meeting held on 23 April 2018 approved the acquisition of Radio Business of Kolkata based Ananda Offset Private Limited (AOPL) operating radio station under the brand name Friends 91.9 FM by way of Slump Sale subject to regulatory approvals. The Company has had a sales alliance with AOPL since the last five years and the acquisition allows it to enter into the Kolkata market, which is one of the top five markets in the country. Friends FM as a brand has established itself in Kolkata city since past 10 years and was not in companys bouquet and was also not available for bidding in Phase III Batch I of eauctions carried out by Ministry of Information and Broadcasting (MIB). AOPL runs two business divisions, radio and offset division and under terms of the business transfer agreement, the Company will acquire 100% ownership of the radio division of AOPL, subject to regulatory approvals.