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Directors Report of DB Corp Ltd.

Mar 31, 2016

The Directors have pleasure in presenting to you the 20th Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2016

FINANCIAL HIGHLIGHTS (STANDALONE RESULTS)

Rs. in million

Particulars 2015-16 2014-15

Revenue from operations 20,507 20,090

Other Income 282 257

Total Revenue 20.789 20.347

Operating expenditure 15,128 14,461

EBITDA 5,661 5,886

EBITDA Margin (%) 27.23% 28.92%

Finance Cost 92 76

Depreciation & Amortisation 877 881

Total Expenditure 16,097 15,418

Profit Before Tax 4,692 4,929

Provision for Current Tax, Deferred Tax & Other Tax Expenses 1,690 1,759

Profit After Tax (PAT) 3,002 3,170

PAT Margin (%) 14.44% 15.58%

FINANCIAL HIGHLIGHTS (CONSOLIDATED RESULTS)

Rs. in million

Particulars 2015-16 2014-15

Revenue from operations 20,519 20,096

Other Income 281 257

Total Revenue 20.800 20.353

Operating expenditure 15,173 14,474

EBITDA 5.627 5.879

EBITDA Margin (%) 27.05% 28.90%

Finance Cost 92 76

Depreciation & Amortisation 878 881

Total Expenditure 16.143 15.431

Profit Before Tax 4.657 4.922

Provision for Current Tax, Deferred Tax & Other Tax Expenses 1,690 1,759

Profit After Tax (before minority interest) 2.966 3.163

PAT Margin (%) 14.26% 15.5%

Dividend as % of Paid-up Share Capital 110% 77.5%

REVIEW OF PERFORMANCE

Print Business

During the financial year 2015-16, Indian economy showed some improvement over last year, but it continued to grow at a slower pace. Further, your Company implemented advertisement yield strategy agenda, by taking a substantial hike in advertising rates, at the beginning of financial year 2016. It faced some resistance from advertisers and media agencies initially and hence, the advertising revenue growth witnessed yearly decline. However, the same was adequately compensated through strong circulation revenue growth of around 16%, mostly driven by rate growth. In spite of advertisement revenue decline, your Company has delivered positive growth in total revenues, supported by well devised circulation growth and more efficient operations and cost management.

Performance highlights of your Company during the year under consideration are as follows:

- Standalone revenue from operations and other income reached to Rs. 20,789 million witnessing a growth of 2.17% as compared to Rs. 20,347 million in the previous year

- Standalone advertising revenue de-grew at 2.35% to Rs. 14,813 million, which includes revenue from print, radio and digital media business,

- Circulation revenue grew at 16.02% to Rs. 4,356 million from Rs. 3,755 million, largely driven by rate growth. Circulation revenue has witnessed CAGR growth of 15.24% for last 5 years, largely driven by rate growth.

- Standalone Profit After Tax (PAT) for the year under review was Rs. 3,002 million. Last year''s PAT was of Rs. 3,170 million, due to weakness in advertisement revenue growth, as explained above.

- The consolidated gross revenue increased to Rs. 20,800 million from Rs. 20,353 million in the previous year, whereas the consolidated PAT stood at Rs. 2,966 million as against Rs. 3,163 million.

- EBITDA margin of Print Business Matured Editions stands at 33.2%

Emerging Editions / Business

In order to analyse the performance of the Company, its divisions / editions are segmented into emerging and matured editions / business, as any new edition launched takes about three to four years for stabilisation and for earnings.

Review of Performance of Emerging Editions / Business Rs. in million

Summary Financials (Rs. in million) (Standalone Results)

Emerging Editions / Total Particulars Others Business FY 2015-16

Turnover

Advertisement Revenue 1,230 13,583 14,813

Sales 509 3,847 4,356

Others 143 1,476 1,619

Total Income 1.882 18.906 20.788

Newsprint Cost 890 5,296 6,186

Opex 1,330 7,611 8,942

Total Cost 2.220 12.907 15.127

EBITDA -338 5.999 5.661

EBITDA Margin (%) -17.97% 31.73% 27.23%

Interest 17 75 92

Depreciation 98 779 877

PBT -453 5,145 4,692

PBT Margin (%) -24% 27% 23%

Emerging editions include editions in newly launched states of Bihar, Maharashtra and few editions of Jharkhand. It also includes the newly launched mobile application division and e-Real Estate division during FY 2015-16. Revenues from emerging editions have reported strong growth. At the same time, mature editions / business has been able to report good EBITDA margins at 31.73% on the background of correction in newsprint prices and strict control over other expenditures.

Emerging editions are classified as those editions which are below four years of age or which have turned profitable in last four quarters, whichever is earlier.

Radio Business

94.3 MY FM is the largest radio network of the Tier II and Tier III cities, spread across seven states and 17 cities commanding a leadership rank in almost all of its markets, both in terms of listenership as well as retail market share

The Radio Business of your Company continued to perform exceptionally well in this financial year. Total income of the division increased from Rs. 960 million during the previous year toRs. 1,076 million during the year under review which is a growth of 12.04%, one of the best among the Radio players. EBITDA has grown by 1.65% at Rs. 400 million. EBITDA margin is 37.19% which is the best among the radio players.

Digital Business

DBCL''s web properties continue to expand their viewership base and are following an aggressive growth trajectory. www.dainikbhaskar.com continues to be the #1 Hindi news site as well as the #1 website in Hindi on the internet. Similarly, www.divvabhaskar.com is the #1 Gujarati news site as well as the #1 website in Gujarati on the internet. DBCL''s other websites are the Marathi news website www.divvamarathi.com and the English news site www.dailvbhaskar.com.

Digital business of your Company covers its existing news websites in multiple languages, classified portals covering entertainment, fashion, religious content, sports, business, gadgets and food, mobile application and real estate portal business and newly launched divisions of videos and news bulletin. Comscore has declared www.dainikbhaskar.com as the overall no. 2 website in news segment in India. www.dainikbhaskar.com introduced video bulletin that enables the users to see and hear the news rather than just reading it crossing a 13 million video view during the month of March 2016. It helped to increase engagement and to cross the language barrier and tap the English reader who also watches Hindi video. The total Dainik Bhaskar and Divya Bhaskar app downloads have crossed more than 6 million from 0.9 million in a year''s time Unique Visitors on Company''s websites has surged. The digital business of your Company recorded a phenomenal 51% growth in total income to Rs. 460 million backed by a robust strategy that revolves around hyper-local news coverage and a huge library of diversified content for visitors spanning high interest news on various local, national and international issues. The digital business under standalone financials recorded EBITDA loss of Rs. 216 million after recording the expenses of expanded operations and newly started divisions.

OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK

Print Business

- Dainik Bhaskar continues to be the largest read newspaper of urban India retaining its market position in legacy markets, while also strengthening presence in emerging regions.

- World Association of Newspaper and News Publisher (WAN-IFRA) has declared Dainik Bhaskar as the globally 4th largest Newspaper. Dainik Bhaskar newspaper is the only Indian Newspaper which is placed in Global top 5 newspapers.

- Dainik Bhaskar maintains its position as the largest circulated national daily of India consistently since last 4 times i.e. since last 2 years as per Audit Bureau of Circulation results of July - December 2015

- Dainik Bhaskar has not only maintained its leadership in key regional Indian markets but also retains a substantial lead over the #2 player. These regional markets have been witnessing higher GDP growth with better per capita income and consumption enabling the organisation to grow at a faster pace than industry average

- Dainik Bhaskar is the largest read newspaper of urban India. It has retained its leadership position in legacy markets including Madhya Pradesh, Chhattisgarh, Chandigarh, Punjab, Haryana (CPH), urban Rajasthan and urban Gujarat and also continues to strengthen presence in emerging regions of Maharashtra, Bihar and Jharkhand which continue to report strong progress.

- Dainik Bhaskar has been voted the ''Most Trusted Brand'' in the category of Hindi newspaper, revealed by the Brand Trust Report India study 2015. TRA is the publisher of The Brand Trust Report and India''s Most Attractive Brands. This year''s report has been mined from 3 million data points collected through a primary research conducted across 16 Indian cities.

- Dainik Bhaskar''s ''Zidd Karo Duniya Badlo'' corporate campaign celebrates how positive persistence can change the world around you. The campaign was launched on 27th March, 2016. The campaign is being promoted across My FM radio stations, DB Digital, mobile, social media, digital road block on ET and trade platforms.

- DBCL has pioneered a significant change in the attitude and stance of news publishing. ''No Negative Monday'' is a new endeavour initiated by Dainik Bhaskar to encourage a more optimistic environment and usher in every new week with greater enthusiasm and positivity. Already being implemented across all 62 editions in 14 states every Monday, Bhaskar will highlight positive news in the front page, desh-videsh, state and city sections and segregate other news under a clear header. The effort has garnered significant appreciation from associates as well as lauded by Hon''ble Prime Minister Mr. Narendra Modi.

- DBCL is also among the first few companies in India to take active steps towards the initiative of establishing a ''Whistle Blowing Mechanism'' to encourage employees to report irregularities in operations.

- Break-through industry events like the ''Unmetro - The markets driving India'' conclaves have reiterated DBCL''s thought leadership position. The Unmetro event conclave in its 7th edition was recently brought to Delhi and Mumbai and has been attracting marketing professionals and industry stalwarts representing some of India''s largest companies and have compelled organisations to analyse and appreciate the latent economic and consumption potential of Tier II and Tier III cities that are poised to become key growth centres in the near future

Radio Business

DBCL''s activities to develop the radio business reflect its vision - ''to become an indispensable part of the lives of listeners and business associates by offering refreshing and informative content.'' With 13 new stations into hand, DBCL would be able to further consolidate operations in Haryana, Punjab and Rajasthan, besides adding Maharashtra in a significant way.

Evidently, driven by India''s demographic profile, radio has significant growth potential. DBCL''s constant efforts to analyse its markets and audience behaviour has revealed key insights focused on the marked shift of attitude in consumption of radio content. It has evolved from being an add-on medium and has become an increasingly integral part of media plans that seek to target more focused and localised audience groups in a cost effective manner. DBCL has already acted fast to capitalize on this potential and has emerged as a market leading radio business in ''Unmetro'' geographies, where DBCL has a significant print media footprint.

Digital Business

DB Digital saw a phenomenal growth in FY 2015-16 in terms of Unique Visitors (UV) and Page per Visit (PV). DB Digital subsuming of eleven digital portals has breached 1,197 million PV and 34 million UV mark. ''Money Bhaskar'' launched in 2014 has gained a strong readership in comparison to other financial sites. Other new websites that were recently launched were www.aadgets.bhaskar.com and www.food.bhaskar.com.

Total app downloads have reached to over 6 million from 0.9 million in a years'' time. Also 5 star rating has been accorded to the app by industry gurus.

MAJOR EVENTS DURING THE YEAR

- Launch of New Editions Muzaffarpur, Bhagalpur and Gaya Sharif in the state of Bihar;

- Launch of English newspaper "D B Post" from Bhopal;

- Launch of Money Bhaskar App;

- New station license for 13 new radio stations in major Tier II cities of India, in majority of which the Company has presence in print business as well.

CSR INITIATIVES

Driven by its vision of driving behavioural change in the society to bring socio-economic change, Dainik Bhaskar has undertaken CSR initiatives namely Computer Education, Tilak Holi, Ek Ped Ek Zindagi, Mitti Ke Ganesh, Annadaan and Sarthak Deepawali.

Apart from being signatory to UN Global Compact Network, Dainik Bhaskar Group''s CSR initiatives also contribute to UN Sustainable Development Goals pertaining to Quality Education, Zero Hunger, Clean Water and Sanitation, Sustainable Cities and Communities and Climate Action.

Computer Education

- First-of-its-kind knowledge initiative in the country that offers free basic computer training to senior citizens and housewives. The initiative has trained more than 26,000 housewives and senior citizens.

Save Birds

- ''Save Birds'' initiative aims at promoting awareness about bird conservation. Citizens were encouraged to keep Bird Baths (Sakoras) or vessel at their homes and workplaces, filled with food grains and water. Sensitization workshops were conducted in 886 colonies, 203 parks and 446 schools in 34 cities. 1 million earthen vessels (Sakoras) were distributed in 2015.

Ek Ped Ek Zindagi

- A plantation drive was initiated to encourage people to plant trees. 2.5 million saplings were planted in 34 cities across 10 states. Plantation drives were undertaken in 411 schools and 370 police stations. 65 kms of green stretch has been created in 24 cities.

Annadaan

- With an objective to extend help to drought affected farmers and their families of Marathwada region of Maharashtra, Dainik Bhaskar Group initiated Annadaan'' (Food-grain donation) campaign across 34 cities in 10 states. More than 1,50,000 people participated and the initiative benefitted 15,000 farmers and their families.

Mitti Ke Ganesh

- This campaign encouraged the readers to bring home Lord Ganesh idol made of clay, instead of the ones made out of ''Plaster of Paris'' to avoid contamination of natural water bodies. Dainik Bhaskar Group''s aggressive drive led National Green Tribunal to ban POP idols in 3 states in 2015.

Sarthak Deepawali

- In this initiative, the Group urged the readers to celebrate the core message of the festival of lights, by making it special for the underprivileged. In 2015, Deepika Padukone came on board as Brand Ambassador for this initiative. The Two videos released on ''Sarthak Deepawali'' generated more than 1 million views on Youtube

Tilak Holi

- The initiative encourages people to use water responsibly and save water that gets wasted every year during the Holi festival. People are encouraged to play Holi with Abir and Gulal. Gallons of water have been saved over the years during the festival period. More than 1,50,000 readers celebrated Holi with dry colours.

Mission Shiksha

"Sanskaar Vidhya Niketan" initiative provides free education to girl child from economically backward sections of the society. Currently being implemented in Bhopal in co-ordination with Sanskaar Valley School, the following activities were undertaken:

- Children of slum areas are being provided primary/ secondary education.

- As of now there are 105 such children being imparted education for KG-1 to third standard at Sanskaar Valley School premises.

- A minimal Rs. 500 only is collected from each child, towards one time registration. Children are provided uniforms and books free of cost.

- A bus service is arranged for pick up of these children from their home to school and back.

- Company is planning to increase the number of students up to 1000 and exploring alternatives for meeting the required additional premises for conducting classes for these increased number of children.

Bhaskar School of Journalism and Multimedia

- Further in pursuance of its objective to promote education and vocational training, your Company has partnered with the renowned Daly College, Indore and sponsored the ''Bhaskar School of Journalism & Multimedia''. Over a period of 3 years, the Company will be supporting this program through a total contribution of Rs. 2 Crore

Awards and Accolades in CSR initiatives

Here are the awards and accolades conferred on your Company for the CSR initiatives in 2015 which speak for themselves:

- 2 National Awards for Excellence in CSR and Sustainability for - Computer Education and Vastradaan.

- 2 Asian Customer Engagement Awards for Computer Education and Vastradaan in Education and Disaster Assistance category.

- 2 PRCI (Public Relations Council of India) Collateral awards for Best Public Service Campaign and CSR.

- 1 PRCI (Public Relations Council of India) Chanakya Award for Social Leadership.

- 1 PRSI (Public Relations Society of India) award for Best Private Organization implementing CSR.

- India''s Ethical Company Award by Asian Confederation of Businesses, World CSR Day & World Federation of CSR Professionals.

- UBM Giving Back Award for Excellence in CSR in Media and Entertainment sector.

- 2 INMA Awards for Annadaan and Ek Ped Ek Zindagi.

- 2 Olive Crown Awards for Ek Ped Ek Zindagi and Sustainability.

- 1 Hermes Creative Award for Annadaan.

- 2 Asia Pacific Customer Engagement Awards for Ek Ped Ek Zindagi and Computer Education.

The Annual Report on CSR activities containing the prescribed particulars is attached as "Annexure A" to this Report.

CSR has always been a part of DBCL''s Annual Operations Plan. Most of the erstwhile CSR activities being carried out by DBCL are covered under prescribed CSR activities as per law. With the introduction of mandated 2% of net profits spending on CSR under Companies Act, 2013, DBCL has scaled up its CSR activities and annual spend. Various CSR activities undertaken by the Company are benefitting the masses across various regions of the country.

During the year, Company could spend Rs. 4.62 Crore on various prescribed CSR activities as against the required spent of Rs. 8.59 Crore. During the year, Company could not spend the balance required amount on account of non-availability of appropriate, meaningful and concrete CSR projects. The Company is continuously working towards exploring appropriate CSR activities/projects to be implemented in the regions where it operates. CSR Committee of the Board / CSR team of the Company is committed to undertake further activities in the areas of promoting education, empowering women, environmental sustainability, healthcare and sanitation, etc. and ensure the balance spend on concrete CSR activities.

DIVIDEND

The Board of Directors is pleased to inform you that for the year under review, an Interim Dividend @ 35% (i.e. Rs. 3.50 per equity share of the face value of Rs. 10/- each) was declared by the Board and accordingly paid on 12th February, 2016. Further, the Board at its meeting held on 10th March, 2016 declared One-Time Special Dividend for the FY 2015-16 @ 32.5% (i.e. Rs. 3.25 per equity share of the face value of Rs. 10/- each) which was paid on 29th March, 2016.

The Board has further recommended Final Dividend @ 42.5% (i.e. Rs. 4.25 per equity share of the face value of Rs. 10/- each) for the financial year 2015-16. The final dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid to those members whose names appear in the Register of Members at the end of business hours on Friday, 5th August, 2016

The total amount of dividend, including Interim Dividend and One-Time Special Dividend, for the FY 2015-16 will be Rs. 2,021 million as against Rs. 1,424 million for the previous financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013 (the Act'') and the Articles of Association of the Company Mr. Pawan Agarwal (DIN: 00465092), Deputy Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

Further, the term of Mr. Sudhir Agarwal (DIN: 00051407) as the Managing Director of the Company will expire by efflux of time on 31st December 2016. Pursuant to the provisions of Sections 196,197,198 and 203 of the Act, read with Schedule V to the Act, the Board of Directors of the Company upon recommendation of the Audit Committee and Nomination and Remuneration Committee approved re-appointment of Mr. Sudhir Agarwal as Managing Director for a further period of 5 years w.e.f. 1st January, 2017, subject to the approval of members. Mr. Sudhir Agarwal has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The Secretarial Auditor of the Company has in its report observed that the Company has not appointed Woman Director for the financial year under review. The Company would like to clarify that the post for Woman Director was vacant mainly because the Company was in the process of obtaining ''no-objection'' from the Ministry of Information and Broadcasting ("MIB") for such appointment. The MIB has now vide its letter dt. 19th May, 2016 conveyed its ''no-objection'' for the appointment of Ms. Anupriya Acharya and Mr. Naveen Kumar Kshatriya as Independent Directors of the Company. Subsequently, in compliance with the provisions of the Act as also the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') (effective from 1st December, 2015) regarding appointment of Woman Director on the Board of the Listed Companies, your Company has appointed Ms. Anupriya Acharya as an Additional Independent Director of the Company w.e.f. 22nd June, 2016. Simultaneously Mr. Naveen Kumar Kshatriya was also appointed as an Additional Independent Director of the Company w.e.f. 22nd June, 2016. They hold office up to the date of ensuing Annual General Meeting and seek appointment as an Independent Director for a period of 5 years from the date of their original appointment.

A detailed resume of the directors seeking appointment / re-appointment have been provided in the Explanatory Statement annexed to the Notice which may be taken as forming part of this Report. Your Company recommends their appointment / re-appointment.

The Company has received declarations from the Independent Directors (IDs) that they meet with the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations. Pursuant to Section 149(10) of the Companies Act, 2013, all the IDs (except Mr. Naveen Kumar Kshatriya and Ms. Anupriya Acharya) have been appointed for a period up to 31st March, 2019

None of the Non-Executive Directors had any pecuniary relationships or transactions with the Company which may have potential conflict with the interests of the Company at large.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the Listing Agreement (effective upto 30th November, 2015) / Listing Regulations:

- Audit Committee

- Nomination and Remuneration Committee

- Compensation Committee

- Stakeholders'' Relationship Committee

- Corporate Social Responsibility Committee

- Executive Committee

The legal provision of constitution of Risk Management Committee is not applicable to the Company. The details regarding composition and meetings of these committees held during the year under review as also the meetings of the Board of Directors are given in the Corporate Governance Report which may be taken as forming part of this Report.

BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 read with the rules made there under and the Listing Regulations, the Board has carried out formal annual evaluation of its own performance, performance of its various Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which may be taken as forming part of this Report.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS. KMPS AND OTHER EMPLOYEES

In terms of sub-section 3 of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters.

The detailed policy is given in the Corporate Governance Report which may be taken as forming part of this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in prescribed format is attached as Annexure B'' to this Report.

RISK MANAGEMENT

The details of the risk management framework adopted and implemented by the Company are given in the Corporate Governance Report which may be taken as forming part of this Report.

ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has built up robust internal controls commensurate with the size of its operations. It has laid down standard operating guidelines and processes which ensures smooth functioning of activities and zero ambiguity in the mind of people who actually execute the operations.

Your Company has a well-set Internal Audit structure wherein the internal audit has been entrusted to independent chartered accountants / firms and periodical review is being carried out. Apart from Internal Audit, even surprise audits are undertaken to ensure effective adherence to established processes and policies at all times.

VIGIL MECHANISM

Your Company has established a common platform in the form of vigil mechanism to enable directors and employees to report genuine concerns and grievances about any incident of violation / potential violation of law or the Code of Conduct laid down by the Company. The mechanism lays down the overall framework and guidelines for reporting genuine concerns. The details of this mechanism are given in the Corporate Governance Report which may be taken as forming part of this Report. These are also posted on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the financial statements of the Company read with Notes to Accounts which may be read in conjunction with this Report.

TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and at arm''s length basis. Further, there were no materially significant related party transactions entered into by the Company with the related parties. Hence, Form AOC - 2 is not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that 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 as at 31st March, 2016 and of the profit of the Company for the year ended as on that date

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts for the financial year ended 31st March, 2016, on a ''going concern'' basis;

5. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

6. that 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.

SUBSIDIARIES

The Board of Directors is pleased to report the performance of the subsidiaries of your Company:

1. I Media Corp Limited (IMCL)

IMCL which is housing the event business of the Company recorded total income of 14 million and EBITDA of Rs. 2 million for the year. This subsidiary functions in co-ordination with radio division and carries out events across the MY FM radio presence cities.

2. DB Infomedia Pvt. Ltd. (DBIPL)

DBIPL carries its business in the domain of online digital space. As the Company was incorporated during the last quarter of FY 14-15, its operations involved only setting up activities with EBITDA loss of Rs. 39 million from incorporation till 31st March, 2016

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulations, is given separately which may be taken as forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof the Listing Regulations forms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance, is attached to the said Report.

EMPLOYEES'' STOCK OPTION SCHEMES

Your Company has granted Stock Options to its employees under the ''DBCL-ESOS 2008'', ''DBCL - ESOS 2010'' and ''DBCL - ESOS 2011 (Tranche 1 to 5). The particulars required to be disclosed as per Clause 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given in Annexure C to this Report.

Compensation Committee of the Board of Directors, constituted in accordance with the SEBI Guidelines, administers and monitors these schemes.

Your Company has obtained a certificate from the Auditors certifying that the said Employee Stock Option Schemes have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the members in this regard. The Certificate will be placed at the Annual General Meeting for inspection by the members and is also attached to this Report.

STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No. 101049W/E300004) and M/s. Gupta Navin K. & Co, Chartered Accountants, Gwalior (Firm Registration No. 006263C), the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company.

The Joint Statutory Auditors viz. M/s. S. R. Batliboi & Associates LLP and M/s. Gupta Navin K. & Co. have confirmed that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act.

The Board recommends their re-appointment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Makarand M. Joshi & Company, a firm of Company Secretaries in Practice to undertake the secretarial audit of the Company. The Secretarial Audit Report given by the Secretarial Auditor is attached as "Annexure D" to this Report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the appointment of Cost Auditor is not mandatory in respect of your Company''s business of printing and publishing and electricity generation from wind farm. However as per the said amended rules, your Company is required to maintain cost records in respect of its electricity generation business.

Hence, in compliance with the said rules, your Company did not appoint any Cost Auditor for the FY 2015-16. However, it continues to maintain cost records in respect of its electricity generation business.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules made there under or any amendment or re-enactment thereof.

PARTICULARS OF REMUNERATION TO EMPLOYEES

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197(12) of the Companies Act, 2013 and the Rules made thereunder as amended upto date, are given in "Annexure E" to this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of Energy and Technology Absorption

The theme of "Going Green" continued in the year 2015-16 too. Conventional lights were being replaced with LED, which has reduced energy consumption significantly. Besides we have also extended usage of Vio-Green Plates across the group. The Migration from conventional plate making to Vio-Green CTP Process-less plates completely eliminates use of chemicals and water for processing plates used in printing newspaper. In addition to saving of water, it also helps us prevent polluting mother earth as there is no discharge of chemicals.

The total amount of capital invested on such energy conservation measures during the year was Rs. 75.5 lakh.

(b) Foreign Exchange Earnings and Outgo

Your Company earned Foreign Exchange of Rs. 321.17 million (Previous Year Rs. 212.93 million). The financial expenses in foreign exchange during the year was Rs. 13.08 million (Previous Year Rs. 12.93 million) and on account of travelling and other expenses was Rs. 101.69 million (Previous Year Rs. 27.61 million)

DEMAT SUSPENSE ACCOUNT

Your Company reports that 217 shares issued and allotted in January, 2010 in favour of 5 shareholders under the public issue of the Company remained unclaimed and were lying in the ''Demat Suspense Account'' as prescribed under Schedule V of the Listing Regulations. The Company had sent reminders to all these five shareholders at their latest available addresses. Voting rights on the 217 shares will remain frozen till the rightful owners of these shares claim the shares.

The following disclosure is made as prescribed in this regard:

(i) Aggregate number of shareholders and 5 shareholders / the outstanding shares in the suspense 217 shares account lying as on 1st April, 2015.

(ii) Number of shareholders who Nil approached the Company for transfer of shares from suspense account during the financial year 2015-16.

(iii) Number of shareholders to whom Nil shares were transferred from suspense account during the financial year 2015-16.

(iv) Aggregate number of shareholders and 5 shareholders / the outstanding shares in the suspense 217 shares account lying as on 31st March, 2016.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact on the going concern status of the Company and its future operations.

However, it is brought to the notice of the members that the Company had received notices from the stock exchanges levying penalty on the Company on account of non-appointment of Woman Director on the Board of the Company within the prescribed time

In this regard, it is brought to the notice of members that as per regulatory provisions of the Ministry of Information and Broadcasting (MIB), any change in the Board of Directors of the Company requires prior approval of MIB. Since this prior approval had not been received since long, the Company was not able to appoint a Woman Director in spite of identification of the candidate. Accordingly, the Company made appropriate submissions in this regard to the Stock Exchanges explaining the reasons of its incapacity and requesting for waiver of the penalty levied.

However, w.e.f. 22nd June, 2016, Ms. Anupriya Acharya has been appointed as an Additional Director on the Board of Directors of the Company under the category of Independent Director after the approval from MIB as aforesaid dt. 19th May, 2016 was received by the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Smiles on the faces of our 11600 employees have bestowed on us the best ranking for any media house as an employer.

With 11,000 employees in DBCL, we have been identified as one of the largest employers in India in 2015 (Source: Business World, Real 500 Ranking). The BW Real 500 ranking covers 1,089 non-financial companies and 122 financial companies, both listed and unlisted.

In its efforts to create better work environment, provide performance oriented growth opportunities and motivating and retaining the right talent, various employee engagement initiatives were carried out by the Company during the year. Trend setting policies like Shubh Laxmi, Saubhagyawati Bhav, Sparsh, Special Leaves, Parents and In-laws mediclaim Policy and Ek Din Bhaskar Mein were introduced for all employees.

On human resource initiatives front, launching of e-Performance online Management System and Ad Sales Career Path benefitted rationalisation of appraisal process and alignment of PLI Policies with individual KRAs which further helped in talent retention. Various training initiatives in Ad Sales are planned to be taken to further align them in measurement of performance of the employees based on well defined parameters.

Application of talent management tools to Corporate Sales, automation of employee benefits & processes and improvisation of talent acquisition tools are some of the plans for next year, amongst others.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and other Regulatory Authorities for their assistance, continued support, co-operation and guidance

For and on behalf of the Board of Directors of

D. B. Corp Limited

Sudhir Agarwal Pawan Agarwal

Managing Director Dy. Managing Director

Place: Mumbai

Date: 21st July, 2016


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting to you the 17th Annual Report together with the Balance Sheet and Profit and Loss account forthe year ended 31st March, 2013.

Financial Highlights (Standalone Results) (Rs.in Mn)

Particulars 2012-13 2011-12

Sales 15,788.60 14,418.11

Other Income 247.32 230.52

Total Revenue 16,035.92 14,648.63

Operating expenditure 11,945.65 10,990.92

Finance Cost 79.78 92.26

Depreciation & Amortisation 573.07 500.02

Total Expenditure 12,598.50 11,583.20

Profit Before Tax 3,437.42 3,065.43

Provision for Current Tax, Deferred 1,131.37 980.70 Tax & Other Tax Expenses

Profit After Tax 2,306.05 2,084.73

Transfer to General Reserve 235.00 210.00

Dividend Proposed (Including 1,177.23 1,065.33 Interim dividend and Tax on Dividend)

Financial Highlights (Consolidated Results) (Rs.in Mn)

Particulars 2012-13 2011-12

Sales 15,923.16 14,515.09

Other Income 213.42 240,22

Total Revenue 16,136.58 14,755.31

Operating expenditure 12,163.06 11,151.44

Finance Cost 79.89 92.33

Depreciation & Amortisation 580.64 505.66

Total Expenditure 12,823.59 11,749.43

Profit Before Tax 3,312.99 3,005.88

Provision for Current Tax, Deferred 1,131.82 983.17 Tax & Other Tax Expenses

Profit After Tax 2,181.17 2,022.71

(Before minority Interest)

Transfer to General Reserve 235.00 210.00

Dividend Proposed (Including Interim 1,177.23 1,065.33 dividend and Tax on Dividend)

Review of Performance:

Financial Year 2012-13 was toughest with overall Indian economy growing by just 5% (source: CSO, advance estimate - real GDP growth at factor cost). In spite of being tough year, your company has achieved satisfactory growth figures in total revenue as well as profits. Performance highlights of your company during the period are as follows:

- Standalone sales & other income reached Rs. 16,036 Million witnessing a growth of 9.47%, as compared to Rs. 14,649 Million in the previous year due to growth in circulation and advertisement revenue.

- Standalone profit after tax (PAT) for the year under review was Rs. 2,306 Million, 10.6% increase as against Rs. 2,085 Million in the previous year.

- The Consolidated gross revenue of your Company increased to Rs. 16,137 Million from Rs. 14,755 Million in the previous year, whereas the consolidated PAT stood at Rs. 2,181 Million as against Rs. 2,023 Million of the previous year.

Review of Performance of Emerging Editions:

The past experience indicates that any new edition launched takes about 3-4 years for stabilization and for earnings. Hence, for analyzing the performance of the company, we furnish the following information about the emerging and matured editions / business:

Review of Performance of Emerging Editions

Summary Financials (Rs. in Mn) (Standalone Results)

Particulars Emerging Editions Others Total

FY 2012-13

Turnover

- Advt. Revenue 1,209 10,757 11,965

- Sales 490 2,325 2,814

- Others 75 1,182 1,256

Total Income 1,773 14,263 16,036

Newsprint Cost 951 4,475 5,426

Opex 1,164 5,356 6,520

Total Cost 2,115 9,831 11,946

EBIDTA -341 4,432 4,090

EBIDTA% -19% 31% 26%

Interest 9 71 80

Depreciation 55 519 573

PBT -405 3,842 3,437

PBT % -22.8% 26.9% 21.4%

The long term results of the corporate growth strategy would be seen in the forthcoming years post stabilization of the emerging editions.

Operating Results and Future Outlook:

Despite the challenging environment in the media and entertainment industry, the company has achieved growth in profits through sustained growth in revenues and controlled costs.

Your company is largest print media company in India that publishes 8 newspapers with 65 editions, 199 sub-editions in 4 multiple languages (Hindi, Gujarati, English and Marathi) across 13 states in India. With a combined average daily readership of 19.8 Million, it is one of the largest newspaper groups in India. The group has achieved various landmarks in respect of each of its newspapers like single largest read title in Urban areas (Dainik Bhaskar-95.6 lakh readers), fastest growing Marathi newspaper in Aurangabad and Nashik with best profile of readers (Divya Marathi - 40% of its readers in Aurangabad and 54% of its readers in Nashik belonging to Socio Economic Class (SEC) A and B), the only non-metro newspaper with more than 10 lakh readers in a city (Dainik Bhaskar in Jaipur) and the only Gujarati newspaper with more than 10 lakh readers in a city (Divya Bhaskar in Ahmedabad). In the year 2012-13, your company further strengthened its foothold over central Maharashtra with 5 editions of its Marathi newspaper ''Divya Marathi'' in Aurangabad, Nashik, Jalgaon, Ahmednagarand Solapur.

Your company''s other business interests span the FM radio segment through the brand ''My FM'' with presence in 7 states and 17 cities and a strong online presence in Digital Media - the internet portals.

Radio business has retained the leadership position in the 17 FM stations running across India. As per the latest RAM / IRS / ORMAX research MY FM was No. 1 in 13 stations and a strong No. 2 in the rest of the stations. MY FM commands a leadership position at an overall level in retail market share which fact is reinforced by 20 national and 7 international awards won by the radio business. All this has resulted into strong advertisement growth of 20% in FY 2012-13 and operating profit growth at an impressive 74% YOY.

The future of Radio business is looking positive, especially as the Phase III auctions are expected to happen in FY 2013-14 and they will bring a great opportunity for the Radio business to grow further. ACII-Ernst & Young report said that the FM radio segment is expected to grow by Rs. 2,300 Crore at a Compounded Annual Growth Rate (CAGR) of 18% within three years after Phase-Ill implementation.

Major events during the year:

- Launch of ''Uttar Pradesh online-only'' version:

Dainik Bhaskar Group is India''s largest newspaper group that publishes 8 newspapers with 65 editions, 199 sub-editions in 4 multiple languages (Hindi, Gujarati, English and Marathi) across 13 states in India. It enjoys a combined average daily readership of 19.8 Million.

During the year under consideration, although no new edition was launched, in April 2013, in a first-of-its-kind ever, the Uttar Pradesh edition ofwww.dainikbhaskar.com was launched which is an ''online-only'' version. This is unprecedented as no media group has ever done something so dramatic. Dainik Bhaskar, having recognized the immense power of world-wide-web, understanding the need of giving Uttar Pradesh a massive platform, has made this out-of-the-box move. This will be the first time that a major Indian media house will have an online-only version without Print/TV backing in a state.

It is a well thought out and carefully planned move and the group has thrown its massive muscle behind this ''experiment'' of sorts. It has recruited reporters in the major cities of Uttar Pradesh including Lucknow, Varanasi and Agra. These reporters are equipped with high-tech gadgets to upload news, photographs and videos on the go, reporting news as it happens live, 24X7. This path-breaking step is taken with the help of in-house news portal of the group viz. www.dainikbhaskar.com.

- Re-launch ofdailybhaskar.com:

As a yet another bold step into the online news segment, DailyBhaskar.com, the English venture was re-launched in a fresh new cool and attractive avatar. It is a content site and has a lot more than just news, and that too in a glitzy new look, at a pace that''s matched only by the need for fun. This ''coolest site'' is designed for a cooler and younger audience, is a lot more visual and has content for fashion, health, luxury and celebs, in addition to latest gossip on Bollywood, television and the entire glamour world. It also has travel tips, jokes, gadgets, autos, jeevan mantra and games. It carries real time news from the cities like Jaipur, Bhopal, Indore, Ahmedabad, Delhi, Mumbai and Chandigarh by leveraging the extensive Dainik Bhaskar news gathering network, giving a live update on what''s happening in these cities in addition to national and world news.

- Stake Sale by Promoters pursuant to statutory requirements:

SEBI vide circulars dated December 16, 2010 and February 8, 2012 amended Clause 40A of the Listing Agreement mandating minimum public shareholding in any listed company at 25% and providing various methods to raise such public shareholding to the prescribed level of 25% before the time limit of June, 2013.

After the open market sale of shares in December, 2011 and the first tranche of ''Offer For Sale (OFS)'' in May, 2012, the total promoters'' shareholding in the company was further reduced to statutory ceiling of 75% in November, 2012 vide the second tranche of OFS.

- Merger of Synergy Media Entertainment Ltd.:

Synergy Media Entertainment Ltd., a 100% subsidiary of D. B. Corp Ltd., was merged into I Media Corp Ltd., another 100% subsidiary of D. B. Corp Ltd. w.e.f. 1st April, 2012, the ''Appointed Date'' as per the Scheme of Arrangement and Amalgamation approved by the Hon''ble High Court of Madhya Pradesh, Principle Seat at Jabalpur vide its order dt. 30th April, 2013.

- Demerger of ''Internet Business'' of I Media Corp Ltd. into the Company:

It is proposed to demerge the Internet & Mobile Interactive Service Business of I Media Corp Ltd., the wholly-owned subsidiary of the Company into D. B. Corp Ltd. subject to the approval of the members of both the companies and the necessary statutory approvals w.e.f. 1st April, 2013, the ''Appointed Date'' as per the proposed Scheme of Arrangement. The process of obtaining all these approvals has started and is expected to be completed during the FY2013-14.

CSR Activities by Dainik Bhaskar Group:

In line with its vision, Dainik Bhaskar Group contributes back to the society and the environment through Corporate Social Responsibility (CSR) activities. With active participation from general public, employees of the group as well as the promoters of the group, various activities across several states are taken up, such as:

- ''Save Water'' - an obvious conservation move for water resources

- ''Ek Ped Ek Zindagi'' - ''Planting at least one tree in one''s lifetime'' and contributing one''s share in preserving environment through tree plantation (Contribution in 2011 - 1,00,000 trees planted and Contribution in 2012 - 2,27,000 trees planted)

- ''Vastradaan'' providing warm clothes during the fierce winters to needy and under-privileged people (Contribution 2011 - 1.59.000 clothes distributed and Contribution in 2012 - 14.60.000 clothes distributed)

- ''Annadaan'' organised during the ''Joy of Giving'' week appealing the masses to contribute rice/wheat/grains/ pulses for the needy segment of the society (Contribution in 2011 -1,00,000 kgs and Contribution in 2012 -15,00,000 kgs offoodgrain)

Awards & Accolades:

During the year, Dainik Bhaskar Group was honoured with many awards and accolades for the efforts and initiatives taken in different areas:

Print Division:

- India Book of Records - 67,130 entries in ''Junior Editor 2011'' competition - largest number of handwritten newspapers by students

- Guinness Book of World Records - ''Brain Hunt 2012'' - ''Largest Writing Competition'' - 3,00,874 entries from more than 2,500 schools

- Recognition by The India Book of Records - The Brain Hunt 2012 - 80,000 qualifying entries - writing a letter to the President of India sharing ideas on ''How can we make India even a better country'' - recorded as the ''Largest number of letters written to the President of a Country

- Superbrand council of India - ''one of the strongest Consumer Superbrand'' based on the brand success and consumer''s faith and trust

- Brand Slam Awards for Excellence in Newspaper - Dainik Bhaskar - for excellence in design, usefulness and clarity of information

- Guinness Book of World Records-Divya Bhaskar -''Largest Gathering of People dressed as Gandhiji for a Dandi March'' on the occasion of Gandhi Jayanti on 2nd October, 2012-891 kids dressed as Gandhiji

- Limca Book of Records as ''The Largest Wishing Board'' - ''Wish India Campaign'' - 7,500 kids from 67 schools wished Team India for Olympics 2012 on a one kilometer cloth wall

- Limca Book of Records for ''Longest Painting Record'' - Dainik Bhaskar, Jaipur-with theme ''Mere Sapno ka Jaipur1- 20,116 students participated to create a 13.2 km long painting

''MY FM''Radio:

- 5 Golden Mike Awards (including 2 Gold) for Best Public Service Initiative by a radio station - ''Ek Rupiya Abhiyaan'' and best use of branded content or sponsorship on radio - ''Borderless radio-Azaadi sarhado se''

- Mobby''s Awards for Best Mobile Application - outstanding achievement across all aspects of mobile landscape and excellence in mobile entertainment and technology

- Harrish M Bhatia of MY FM - conferred with Brand Slam LeadershipAwardforCEO in Individual category

- Asian Leadership Awards for ''Radio Station of the Year1 - highlights, recognises and rewards an organisation''s ability to steer its businesses through turbulent times, applying the best of business modules to manage and keep its missions afloat

- CMO Asia Awards for excellence in branding and marketing - ''Radio Station of the Year award'' at the 2nd year in a row - dedicated to a high level knowledge exchange through opinion, leadership and networking amongst decision makers across industry segments in Asia

- India Radio Forum 2012 - the Best Radio Promo - in-house (Gujarati) award on Gujarati Divas Other Initiatives hosted by Dainik Bhaskar Group:

- ''DB Yearbook 2012'', an Annual Yearbook in a premium coffee-table book format - a pioneering effort of journalism reflected through the views of leading journalists, writers and specialists in various categories like Politics, Business, Sports, Fashion, Lifestyle, etc.

- ''No Paid News'' campaign during elections period in Gujarat - for the first time by any media publication in election history of Gujarat

- ''Zid Karo Duniya Badlo'' campaign of 2008 - with an enhanced thought, an always-existent option and a tool with all of us the power of positive ''NA'' - encouraging people to say ''NO'' to things not in sync with their values, a simple individualistic choice that can collectively impact the whole societal fabric - ''No'', in a way, becomes the magic key to living your life with integrity

- Launch of second edition of ''a one of its kind'' compilation of the ''Best of Print-ads in India - MOSAIC'' - the best Print Campaigns by creative leaders of leading advertising agencies across India - addresses the lack of a collection of great print work produced by Indian agencies and their creative teams - acknowledges and reflects creative ingenuity of advertising in India

- The first ever''JIYO DIL SE Award'' in the city of Jaipur hosted by ''MY FM'' to acknowledge the extraordinary achievements of ordinary people, who brought a difference in the lives of other people - the two-and-half months long campaign culminating in 18 finalists being recognised for their work across various fields like public service, health & sanitation, sports, environment, etc. based on jury rating and public voting and vetted by Ernst & Young, the official tabulators - a huge success, supported by an eminent jury and attended by important dignitaries and VIPs including the Chief Minister of Rajasthan Mr. Ashok Gehlot

- ''India Pride Awards'' - the event acknowledging the role of PSU''s in India''s progress by awarding them for excellence - an annual event which has been graced by the Home Minister Mr. P. Chidambaram, the then Finance Minister of India - Mr. Pranab Mukherjee and Deputy Chairman of the Planning Commission Mr. Montek Singh Ahluwalia

Dividend:

The Board of Directors is pleased to inform that for the year under review, an interim dividend @ 20% (i.e. Rs. 2.00 per equity share of face value ofRs. 10/- each) was declared and paid on 8February, 2013. The Board has further recommended final dividend @ 35% (i.e. Rs.3.50 per equity share of face value of Rs.10/- each) for the financial year 2012-13. The dividend will be paid to the members whose names appear in the Register of Members as on 16th July, 2013.

The total amount of dividend outgo, including Interim Dividend, for the year 2012-13, will be Rs.1,008.64 Million as against Rs. 916.63 Million for the previous financial year.

Directors:

Pursuant to the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. K. C. Chowdhary and Mr. Piyush Pandey, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that they are not disqualified from being appointed as Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

A brief resume of the Directors retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorship and / or membership / chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange/s, is given in the Corporate Governance Report forming part of the Annual Report.

Mr. Ajay Piramal, Independent Director on the Board, resigned w.e.f. 16th May, 2013 due to his pre-occupation. The Board places on record its appreciation for the advice and support of Mr. Piramal during his long tenure on the Board.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended 31a March, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, had been followed along with proper explanation relating to material departures;

2. that 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 as at 31st March, 2013 and of the profit of the company for the year ended as on that date;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts for the financial year ended 318t March, 2013, on a ''going concern'' basis.

Subsidiaries:

The Directors are pleased to report about the two subsidiaries of your Company, as on the date of this report:

(1)1 Media Corp Limited (IMCL):

IMCL, the digital arm of Dainik Bhaskar group, is already amongst the largest internet players amongst the media companies with increasing numbers of Page Views and reach and has grown substantially year over year by focusing completely on content and the needs of the user.

www.dainikbhaskar.com along with its sister websites www.divyabhaskar.com,www.divyamarathi.com and www.dailybhaskar.com has breached the 250 Million pageviews mark and 10 Million Unique Visitors mark. This is largely because of the rich experience that the websites offer the readers - fastest news, exhaustive views peppered with numerous photographs and videos to aid in the storytelling. The other part of this amazing growth story comes from the aggressive approach to the local news taken by these websites by revamping their hyper local verticals in cities like Jaipur, Indore, Bhopal, Chandigarh, Ranchi andAhmedabad among others.

The unique and interesting content in sections like Jeevan Mantra, Bollywood, Celeb, Brands, Gadgets and the user engagement factor ensure that the average time spent on the site is astonishing 11 minutes.

In today''s competitive environment, an advertiser requires 360 degree solutions to convey its products and services to end consumers. In the process, apart from print, digital and radio medium, outdoor event activities are gaining enormous importance due to direct engagement with the end consumer. IMCL has also been in ''Events Business'' which offers the customer ''one-stop shop'' for all its advertising needs. With its core competency in said activities, it has been providing innovative solutions to advertisers. During the Financial Year 2012-13, the subsidiary earned Total Revenue ofRs. 122 Million.

In December, 2012, D. B. Corp Ltd. acquired remaining 45% shares of IMCL and IMCL became wholly-owned subsidiary of D. B. Corp Ltd.

To attain synergies of business and to minimise the administrative and compliance costs, Synergy Media Entertainment Ltd. (SMEL), another wholly-owned subsidiary of D. B. Corp Ltd. was merged into IMCL. The merger petitions of both the companies were approved by the Hon''ble High Court of Madhya Pradesh, Principle Seat at Jabalpur vide its order dt. 30th April, 2013 and SMEL was merged into IMCL with effect from 1st April, 2012, the ''Appointed Date''. As such, separate accounts of SMEL will not be compiled effective FY 2012-13.

Further, it is proposed to demerge the Internet & Mobile Interactive Service Business of IMCL into D. B. Corp Ltd. w.e.f. 1st April, 2013, the''Appointed Date'' as per the proposed Scheme of Demerger, subject to approval of the members of both the companies and the necessary statutory approvals. The process of obtaining all these approvals has started and is expected to be completed during the FY 2013-14. After the demerger, IMCL will continue doing ''Events Business''.

(2) Divya Prabhat Publications Private Limited (DPPPL):

DPPPL is also in print media publishing ''Prabhat Kiran'' a leading afternoon daily in the city of Indore. It is aimed and targeted at business community and more local issues. During the year, despite tough economic condition and market competition, it achieved a turnover of Rs. 52.14 Million as compared to Rs. 53.68 Million in the previous financial year.

During the year, the company has been driving circulation scheme in the market which resulted into growth of 3,000 copies (approx) per day and it is expected to achieve the mark of 7,000 copies in the FY 2013-14. The higher circulation will also help in increase of advertisement revenue.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

Report on Corporate Governance:

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance, is attached to the said Report.

Employees'' Stock Option Schemes:

The Company has granted Stock Options to its employees under the ''DBCL-ESOS-2008'', ''DBCL - ESOS 2010'' and ''DBCL - ESOS 2011 (Tranche 1)'' Schemes. The particulars required to be disclosed as per Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report. Compensation Committee of the Board of Directors, constituted in accordance with the SEBI Guidelines, administers and monitors these Schemes.

The Company has obtained a certificate from the Auditors certifying that the said Employee Stock Option Schemes have been implemented in accordance with the SEBI Guidelines and the resolution passed by the members in this regard. The Certificate will be placed at the Annual General Meeting for inspection by the members which is also attached to this Report.

Statutory Auditors:

M/s S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai and M/s Gupta Navin K. & Co. Chartered Accountants, Gwalior, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company.

The Joint auditors viz. M/s S. R. Batliboi & Associates LLP and M/s Gupta Navin K. & Co. have confirmed that their re- appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

CostAuditor:

Pursuant to the directives of the Ministry of Corporate Affairs (MCA), with effect from 1st April, 2011, the Company is required to get its cost accounts relating to products under Electricity Rules audited from a Cost Auditor and also submit a Compliance Report in respect of its printing and publication business. The Board has appointed M/s Yogesh Chourasia & Associates, Cost Accountants, Bhopal as the Cost Auditor of the Company and their appointment has been approved by the Central Government.

Status of submission of Cost Audit Report and the Compliance Report for the financial year 2011-12 and 2012-13 is as under:

Cost Audit Report for generation Compliance Report for Printing of electricity from Wind Farm and Publication Business

FY 2011-12 FY 2012-13 FY 2011-12 FY 2012-13

a. Date of actual a. Date of actual a. Date of actual a. Date of actual filing: 31st filing: will be filing: 31st filing: will be December, filed on or December, filed on or 2012 before the 2012 before the

b. Due date of due date b. Due date of due date filing: 30th b. Due date of filing: 30th b. Due date of September, filing: 30th September, filing: 30th 2012 September, 2012 September, (extended by 2013 (extended by 2013 MCA till 31st MCA till 31st January, January, 2013) 2013)

Public Deposits:

During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and applicable rules made thereunder as amended from time to time.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, a statement giving certain particulars of the employees is required to be included in this report. However, in terms of the proviso (b)(iv) to Section 219(1) of the Companies Act, 1956, this statement is not sent but is made available at the registered office of the Company for inspection during working hours on working days.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

(a) Conservation of Energy and Technology Absorption:

The Company is using such technology which is mostly indigenous and is the latest and advanced. The employees of the Company are trained periodically and adequately to enable them to understand the technology used and such training results in improved efficiency in the operations of the Company.

(b) Foreign Exchange Earnings and Outgo:

The Company earned Foreign Exchange ofRs. Nil (Previous Year Rs. Nil). The Financial Expenses in foreign exchange during the year was Rs.33,428,730/- (Previous Year Rs.2,17,89,642/-) and on account of traveling and other expenses was Rs.6,007,104/- (Previous Year Rs.1,65,09,467/-).

Demat Suspense Account:

247 shares issued and allotted in January, 2010 in favour of 6 shareholders under the public issue of the Company still remain unclaimed and are lying in the ''Demat Suspense Account'' opened by the Company as prescribed under Clause 5A.I of the Listing Agreement. The Company has sent reminders to all these 6 shareholders at their latest available address but has not received any response. Voting rights on these shares will remain frozen till the rightful owner of such shares claims the shares.

The following disclosure is made as prescribed in this regard:

(i) Aggregate number of shareholders and the 6 shareholders / outstanding shares in the suspense account 247 shares lying as on 1st April,2012

(ii) Number of shareholders who approached the Nil Company for transfer of shares from suspense account during the financial year 2012-13

(iii) Number of shareholders to whom shares were Nil transferred from suspense account during the financial year 2012-13

(iv) Aggregate number of shareholders and the 6 shareholders / outstanding shares in the suspense account 247 shares lying as on 31st March, 2013

Human Resources & Industrial Relations:

Your company has taken several initiatives like employee engagement survey, KRA based Performance Management System, etc. to build the HR vertical as an integral part of the organisation. With the aim of providing an exclusive career program designed for the professionals from among the employees of the company and help build a pool of modern media professionals for the company and industry at large, Dainik Bhaskar School for Media Education (DBSME) has been established in association with Dale Carnegie - a global leader in designing high impact training programs. Bhaskarites will now have access to leading edge training and skill development techniques and facilities.

Your Directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution from the employees in various initiatives of the Company and contributing to the performance of the Company during the year under review.

Acknowledgements:

Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and Other Regulatory Authorities for their assistance, continued support, co-operation and guidance.

For and on behalf of the Board of Directors of

D. B. Corp Limited

Place: Mumbai Ramesh Chandra Agarwal

Date: May 16, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 16th Annual Report together with the Balance Sheet and Profit and Loss account for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Standalone Results)

(Rs. in Mn)

Particulars 2011-12 2010-11

Sales 14,418.11 12,564.64

Other Income 230.52 215.84

TOTAL REVENUE 14,648.63 12,780.48

Operating Expenditure 10,990.92 8,534.05

Finance Cost 92.26 149.03

Depreciation & Amortisation 500.02 427.64

TOTAL EXPENDITURE 11,583.20 9,110.72

Profit Before Tax 3,065.43 3,669.76

Less: Provision for Current Tax, Deferred 980.70 996.53

Tax & Other Tax Expenses

Profit After Tax 2,084.73 2,673.23

Transfer to General Reserve 210.00 300.00

Dividend Proposed (Including Interim 1,065.33 849.45 dividend and Tax on Dividend)

(Note : Previous years figures have been grouped as per revised schedule VI)

FINANCIAL HIGHLIGHTS (Consolidated Results)

(Rs.in Mn)

Particulars 2011-12 2010-11

Sales 14,515.09 12,599.77

Other Income 240.22 193.82

TOTAL REVENUE 14,755.31 12,793.59

Operating Expenditure 11,151.44 8,624.50

Finance Cost 92.33 149.21

Depreciation & Amortisation 505.66 432.84

TOTAL EXPENDITURE 11,749.43 9,206.55

Profit Before Tax 3,005.88 3,587.04

Less: Provision for Current Tax, Deferred 983.17 999.69

Tax & Other Tax Expenses

Profit After Tax 2,022.71 2,587.35

Transfer to General Reserves 210.00 300.00

Dividend Proposed (Including Interim 1,065.33 849.45 dividend and Tax on Dividend)

(Note : Previous years figures have been grouped as per revised schedule VI)

REVIEW OF PERFORMANCE:

Your Company has achieved admirable figures during the year under review inspite of general economic slowdown. Performance highlights of your company during the year are as follows:

v The Sales & other income reached Rs.14,648 Million witnessing a growth of 15%, as compared to Rs. 12,780 Million in the previous year due to significant growth in advertisement revenue.

v The profit after tax for the year under review was Rs. 2,085 Million, as against Rs. 2,673 Million in the previous year.

v The consolidated gross revenue of your Company increased to Rs. 14,755 Million from Rs. 12,794 Million in the previous year, whereas the consolidated PAT stood at Rs. 2,023 Million as against Rs. 2,587 Million of the previous year.

REVIEW OF PERFORMANCE OF EMERGING EDITIONS:

The past experience in the industry indicates that any new edition launched by the Company takes about 3-4 years for stabilization and for earnings. Hence for analysing the performance of the company, we furnish the following information about the emerging and other editions, in the light of business potential of the Company:

(Rs. in Mn)

Review of Performance of Emerging Editions

Summary Financials

Particulars Emerging Editions Others TOTAL FY 2011-12

TURNOVER

-- Advt Revenue 805 10,476 11,281

-- Sales 384 2,224 2,608

-- Others 52 698 750

TOTAL INCOME 1,242 13,397 14,639

Newsprint Cost 891 4,189 5,080

Opex 1,119 4,889 6,009

TOTAL COST 2,010 9,078 11,089

EBIDTA (768) 4,319 3,550

EBIDTA% -62% 32% 24%

Interest 6 34 40

Depreciation 40 466 506

PBT (814) 3,820 3,005

PBT% -66% 29% 21%

The long term results of the corporate growth strategy would be seen in the forthcoming years post stabilisation of the emerging editions.

OPERATING RESULTS AND FUTURE OUTLOOK:

During the year under review, as also in the past, your company was on expansion path and was also able to deliver the sustained growth in tough and challenging economic environment. In the year 2011-12, company successfully established its footprints in central Maharashtra by launching Marathi Newspaper - "Divya Marathi".

MAJOR EVENTS DURING THE YEAR:

- Launch of New Editions:

The Company launched "Dainik Bhaskar", Dhanbad edition in April, 2011 and entered and enlarged its presence in the state of Maharashtra with the launch of 5 editions of "Divya Marathi", a Marathi Newspaper. The Company launched its first edition of "Divya Marathi" in Aurangabad in May, 2011, second in Nasik in July, 2011, third in Jalgaon in September, 2011, fourth in Ahmednagar in October, 2011 and fifth in Solapur in March, 2012.

- Acquisition of Commercial Printing Business Unit: The Company acquired running business of M/s M. P. Printers, a division of Writers and Publishers Private Limited, engaged in high quality printing business and having state- of-the-art printing facilities located at Noida, Uttar Pradesh to achieve maximum synergy in the operations.

- Acquisition of 51% stake in the share capital of Divya Prabhat Publications Private Limited (DPPPL):

The Company acquired 51% shareholding of DPPPL which is engaged in publication of "Prabhat Kiran", an afternoon newspaper from Indore (M.P.), from one of the promoters of the Company w.e.f. October 1, 2011. Consequently, DPPPL became a subsidiary of the Company.

- Stake Sale by Promoters pursuant to statutory requirements:

SEBI vide circulars dated December 16, 2010 and February 8, 2012 amended Clause 40A of the Listing Agreement mandating minimum public shareholding in any listed company at 25% and providing various methods to raise such public shareholding to the prescribed level of 25% before the time limit of June, 2013.

In order to comply with this, in December, 2011, Mrs. Jyoti Agarwal, belonging to the Promoter Group, sold 31,781 shares (0.02%) through open market transactions after obtaining approval of BSE and NSE. Further, on 10th May, 2012, she sold 90,00,000 shares (4.91%) under "Offer For Sale (OFS)" through Stock Exchange mechanism. After this first tranche of OFS, total promoters' shareholding in the company has reduced to 14,94,31,979 shares (81.51%).

AWARDS & ACCOLADES:

During the year, the Company was honoured with many awards and accolades for the efforts and initiatives taken in different areas: v Guinness World Records Junior Editor, 2012. v Limca Book Records 2012 for being largest circulation of perfumed newspaper on a single day.

- "Achievers and Leaders Award" for Excellence in brand building at Srilanka - India - South Africa-Singapore partner- ship summit.

- Silver award for Divya Bhaskar at the National Awards for Excellence in Printing.

- International Newspaper of the year-Dainik Bhaskar and Radio Channel of the year - 94.3 MY FM for Dainik Bhaskar Group at CMO Asia Awards, 2011.

- India's most Impactful brand at Star News Brand Excellence Award, 2011 for Dainik Bhaskar Newspaper.

- "Gold Award" in the Best Print Category for circulation above 1,50,000 copies at WAN INFRA Awards, 2011 for Dainik

Bhaskar Group.

DIVIDEND:

The Board of Directors are pleased to inform that for the year under review, two interim dividends were declared and paid, first in the month of January, 2012 @ Rs. 1.75 per equity share and second in the month of May, 2012 @ Rs. 1.75 per equity share (i.e. aggregating to Rs. 3.50 per equity share of face value of Rs. 10/- each). The Board has further recommended Final Dividend @ 15% (i.e. Rs. 1.50 per equity shares of face value of Rs. 10/- each) for the financial year 2011-12. The dividend will be paid to members whose names appear in the Register of Members as on September 5, 2012.

The total amount of dividend outgo, including Interim Dividends, for the year 2011-12, will be Rs. 91,66,27,042/- as against Rs. 72,96,79,324/- for the previous financial year.

DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Ramesh Chandra Agarwal, Mr. Girish Agarwal and Mr. Pawan Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that they are not disqualified from being appointed as Director in terms of Section 274(1)(g) of the Companies Act, 1956.

During the year, Ciffrose Investment Limited, Mauritius which was holding 3.60% shares in the capital of the Company since the Initial Public Offer, sold its entire holding and consequently, vide its letter dated 27th September, 2011 withdrew the nomination of Mr. Niten Malhan from the Board of Directors of the Company. Consequently, Mr. Niten Malhan resigned as Nominee Director of the Company w.e.f. 27th September, 2011. Thereafter, he was appointed as an additional director of the Company w.e.f. 28th September, 2011.

Pursuant to provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, he holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice from a member of the Company along with the requisite deposit as per Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director liable to retire by rotation.

A brief resume of Mr. Niten Malhan and the Directors retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold Directorship and Chairmanship and/or Membership of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is given in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

2. that 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 as at 31st March, 2012 and of the profit of the company for the year ended as on that date;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts for the financial year ended 31st March, 2012, on a "going concern" basis.

SUBSIDIARIES:

The Directors are pleased to report the performance of the following subsidiaries of your Company, as on the date of the report:

(1) Synergy Media Entertainment Limited (SMEL):

Post demerger of Radio business, SMEL has continued the business activity in the areas of outdoor events. In today's competitive environment, an advertiser requires 360 degree solutions to convey its products and services to end consumers. In the process, apart from print and radio medium, outdoor event activities are gaining enormous importance due to direct engagement with end consumer. SMEL, with its core competency in said activities, is providing innovative solutions to advertisers. During the year under reporting, SMEL earned topline of Rs. 28.64 Million, EBITDA of Rs. 4.33 Million and PAT of Rs. 2.88 Million.

(2) I Media Corp Limited (IMCL):

Internet user in India has already reached the level of 132 Million (Source: FICCI-KPMG: India Media and Entertainment Industry Report, 2012) and the same will grow exponentially due to sustained efforts of the Government to increase the broadband services and also due to increased availability of smart phones. Advertisers are slowly moving towards the digital media to reach the target customer.

IMCL, the digital arm of Dainik Bhaskar group, is already amongst the largest internet players amongst the media companies with increasing numbers of Page Views and has grown substantially year over year by focusing completely on content and the needs of user and there is a huge opportunity to build an even larger content play on the internet.

At present, the company is operating portals in 4 languages by the name of dainikbhaskar.com, divyabhaskar.com, divyamarathi.com and dailybhaskar.com. These portals are not only about news but are also actually a one-stop destination for all content needs of all. The company will continue to focus on these portals and at the same time venture into new avenues of niche content to continue with the pace at which it is growing. Further, to scale its corporate objective, the Company is in the process of adding value to its online business development by availing the natural synergies between the print and the web media.

(3) Divya Prabhat Publications Private Limited (DPPPL):

Your Company acquired 51% stake in the share capital of Divya Prabhat Publications Pvt. Ltd. (DPPPL) by which your Company became its Holding Company w.e.f. 1st October, 2011.

DPPPL is in the print media sector which publishes an afternoon daily in Hindi language called "Prabhat Kiran" in Indore, Madhya Pradesh, targeting business community and covering local issues. For the period from October 1, 2011 to March 31, 2012, DPPPL achieved a turnover of Rs. 28.50 Million, EBITDA of Rs. 3.30 Million and PAT of Rs. 0.60 Million.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance, is attached to the said Report.

EMPLOYEES' STOCK OPTION SCHEMES:

The Company has granted Stock Options to its employees under the "DBCL-ESOS 2008", "DBCL - ESOS 2010" and "DBCL - ESOS 2011" Schemes. The particulars required to be disclosed as per Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report. The Compensation Committee of the Board of Directors, constituted in accordance with the SEBI Guidelines, administers and monitors these Schemes.

The Company has obtained a certificate from the Auditors certifying that the said Employee Stock Option Schemes have been implemented in accordance with the SEBI Guidelines and the resolution passed by the members in this regard. The Certificate would be placed at the Annual General Meeting for inspection by the members.

STATUTORY AUDITORS:

M/s S. R. Batliboi & Associates; Chartered Accountants, Mumbai and M/s Gupta Navin K. & Co. Chartered Accountants, Gwalior, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company.

The Joint Auditors viz. M/s S. R. Batliboi & Associates and M/s Gupta Navin K. & Co. have confirmed that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

COST AUDITOR:

Pursuant to the directives of the Ministry of Corporate Affairs, with effect from 1st April, 2011, the Company is required to get its cost accounts relating to products under Electricity Rules audited from a Cost Auditor and also submit a Compliance Report in respect of its printing and publication business. The Board has appointed M/s Yogesh Chourasia & Associates, Cost Accountants, Bhopal as the Cost Auditor of the Company and their appointment has been approved by the Central Government.

Status of submission of Cost Audit Report and the Compliance Report for the financial year 2011-12 is as under:

Cost Audit Report for generation of electricity from Wind Farm:

a. Date of actual filing: N. A.

b. Due date of filing: 30th September, 2012

Compliance Report for Printing and Publication Business:

a. Date of actual filing: N. A.

b. Due date of filing: 30th September, 2012

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and applicable rules made thereunder as amended from time to time.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, a statement giving certain particulars of the employees is required to be included in this report. However, in terms of the proviso (b)(iv) to Section 219(1) of the Companies Act, 1956, this statement is not sent but is made available at the registered office of the Company for inspection during working hours on working days.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

(a) Conservation of Energy and Technology Absorption:

The Company is using latest technology which is mostly indigenous and advanced. The employees of the Company are trained periodically and adequately to enable them to understand the technology used and the effects of such training results in improved efficiency in the operations of the Company.

(b) Foreign Exchange Earnings and Outgo:

The Company earned Foreign Exchange of Rs. NIL. The Financial Expenses in foreign exchange during the year was Rs. 2,17,89,642 and on account of traveling and other expenses was Rs. 1,65,09,467.

DEMAT SUSPENSE ACCOUNT:

Out of the total allotment under IPO of the Company in January, 2010, 247 shares alloted to 6 shareholders still remains unclaimed and are lying in the "Demat Suspense Account" opened by the Company as prescribed under Clause 5A.I of the Listing Agreement. The Company has sent reminders to all these 6 shareholders at their latest available address but has not received any response. Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

HUMAN RESOURCES & INDUSTRIAL RELATIONS:

Your Company has set a vision "to be the largest and most admired media brand enabling socio-economic change" and the management has taken special efforts to ensure that the vision penetrates to the last level in the organisation. With this, the Company is committed to live up to its vision.

Your Directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in various initiatives of the Company and contributing to the performance of the Company during the year under review.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and Other Regulatory Authorities for their assistance, continued support, co-operation and guidance.

For and on behalf of the Board of Directors

For D. B. Corp Limited

Place: Mumbai Ramesh Chandra Agarwal

Date: July 19, 2012 Chairman


Mar 31, 2011

The Directors are delighted to present the 15th Annual Report of your Company for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

( Standalone Results) (Rs. in Mn)

Particulars 2010-11 2009-10

Sales & Other Income 12616.38 10261.38

EBITDA 4085.25 3460.84

Financial expenses (12.13) 146.84

Depreciation/ Amortization 427.64 266.41

Profit Before Tax 3669.76 3047.58

Provisions for Current Tax,Deferred tax & other Tax Expenses 996.53 1057.16

Profit After Tax 2673.22 1990.42

Transfer to General Reserves 300.00 150.00

Dividend Proposed(Including Interim dividend and Tax on Dividend) 849.45 423.87

FINANCIAL HIGHLIGHTS

(Consolidated Results) (Rs. in Mn)

Particulars 2010-11 2009-10

Sales & Other Income 12652.44 10629.75

EBITDA 4031.15 3429.41

Financial expenses 11.27 245.40

Depreciation/ Amortization 432.84 378.35

Profit Before Tax 3587.04 2805.66

Provisions for Current Tax , 999.68 1057.16 Deferred tax & other Tax Expenses

Profit After Tax 2584.77 1828.00

Transfer to General Reserves 300.00 150.00

Dividend Proposed (Including 849.45 423.87 Interim dividend and tax Dividend)

The consolidated results include impact of the demerger of radio business of Synergy Media Entertainment Limited (SMEL) into your company and is as under : (Rs. In Mn.)

Particulars Amount

Profit after tax 2,584.77

Less:- Change in Current tax and deferred tax due to the Scheme (268.73)

Add:- Gain on account of reduction in Minority interest liability 46.98

Profit after tax without considering the effect of the Scheme 2,363.02

REVIEW OF PERFORMANCE :

Your Directors are pleased to inform the improved results of your Company for the financial year ended on March 31, 2011 and the following highlights evidence the performance during the said period :

- The Sales & Other income reached Rs.12616.4 Million wit- nessing a magnificent growth of 23%, as compared to Rs.10261.4 Million in the previous year.

- The EBITDA grew by 18% to Rs.4085.2 Million as against Rs.3460.8 Million in the previous year.

- The profit after tax for the year under review also registered an impressive growth of 34% with Rs.2673.2 Million, as compared to Rs.1990.4 Million in the previous year.

- Also, for the year ended on March 31, 2011, the consolidat- ed revenue of your Company increased to Rs.12652.4 Million from Rs.10629.8 Million in the previous year, regis- tering a growth of 19.0% and the consolidated PAT stood at Rs.2584.8 Million as against Rs.1828.0 Million of the previ- ous year, registering a growth of 41.4%.

MANAGEMENT DISCUSSION & ANALYSIS :

The Management Discussion and Analysis Report on the oper- ations of the Company is provided in a separate section and forms a part of this Report.

REVIEW OF PERFORMANCE OF EMERGING EDITIONS :

The past experience in the industry indicates that any new edition launched by the Company takes about 3-4 years for stabilization and for earnings. Hence for analyzing the perfor- mance of the company, we furnish the following information about the emerging and other editions, in the light of business potential of the Company:

(Rs. in Mn)

SUMMARY FINANCIALS

PARTICULARS Emerging Editions Others Total

FY 11 FY11 FY 11

TURNOVER

PUBLISHING

- Advt Revenues 296.00 9720.15 10016.15

- Sales 135.03 2181.93 2316.96

- Other Income 10.89 308.44 319.33

TOTAL INCOME 441.92 12210.52 12652.44

News Print Cost 357.98 3480.50 3838.50

Opex 507.54 4275.27 4782.81

Total Cost 865.52 7755.77 8621.29

EBITDA (423.60) 4454.75 4031.15

EBIDTA% -95.9 36.5 31.9

Interest (0.16) 11.43 11.27

Depreciation 12.56 420.29 432.84

PBT (436.00) 4023.04 3587.04

PBT % -98.7 32.9 28.3

In your Companys endeavour to reach higher levels , post stabilization of the emerging editions, the long term results of the corporate growth strategy would be seen in the forthcoming years.

OPERATING RESULTS AND FUTURE OUTLOOK :

In line with the growth plan of the company, your Directors con- tinue the consistent efforts to enhancement of value to all stake- holders. The year under review, has dawned with substantial

opportunities for growth for the company and your directors march ahead with increased zeal for scaling newer heights in future.

Besides, in the upcoming global economy, the Media and Entertainment industry has begun to witness tremendous poten- tial for growth. As may be seen from the levels of industrial expansion, improved awareness among the consumers, the entry and onset of large scale corporations (both domestic and multinational) , the business avenues for your Company with value addition to the clients is also steadily on the rise and your company continues to be trend setter, with ambitious plans for every area of growth.

Launch of new editions

As a next step of its continuous growth coupled with leadership footprint, the company launched Dainik Bhaskar in Ranchi in August 2010, in Bhatinda in September 2010, Jammu in October 2010, in Jamshedpur in December 2010 and in Sriganganagar, Alwar, Sikar and Bhilwara in January 2011. Further, during the year under review, the company also launched "D B Star" in Jodhpur and Raipur and "Business Bhaskar" in Jaipur. Additionally, during the current year 2011-12, the company launched the Dhanbad edition in April 2011. The company has already begun its pre-launch activities in the state of Maharashtra, with great vigor since your directors believe that the company is well best placed to capture the hugely under-penetrated regional market, having huge scope for readership and ad revenue expansion, clubbed with high economic growth potential of the region. With high regards for its ability to identify new market opportunities and to expand its readership through innovative market penetration strategies, as demonstrated in the past, your company has in place meticu- lous planning, stringent controls, team creation and training , at every stage of this project. Your directors are confident that these efforts would bring in fruits in future.

CAPITALISATION AND RESERVES :

(a) Transfer to Reserve :

As on March 31, 2011 an amount of Rs.300 Millions was trans- ferred to General Reserve as against Rs.150 Millions in the pre- vious year.

(b) Dividend :

The Board of Directors are pleased to inform that for the year under review, an interim dividend @20% (i.e. Rs. 2/= per equity share of face value of Rs.10/- each) was declared and paid by them and they further recommend a final dividend @ 20% (i.e. Rs.2/- per equity share of face value of Rs.10/= each) for the financial year 2010-11. The total amount of dividend outgo, including Interim Dividend, for the year 2010-11, will be Rs.72,96,79,324/- as against Rs.36,30,44,210/- for the previous financial year.

DIRECTORATE :

In accordance with the provisions of the Companies Act 1956, and the Articles of Association of the Company, Shri. Harish Bijoor and Shri. Ashwani Kumar Singhal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment and your directors recommend the same. During the current financial year 2011-12, the term of Mr. Sudhir Agarwal, as the Managing Director of the company will expire on December 31, 2011 and he will be reappointed for a further peri- od of 5 years from January 01, 2012 to December 31, 2016, subject to approval of the shareholders in the ensuing Annual

General Meeting of the Company.

REPORT ON CORPORATE GOVERNANCE :

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report along with the Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance.

DEMATERIALIZATION OF SHARES :

The Company has continued its tie up with National Securities Depository Limited (NSDL) and Central Depository Services of India Limited (CDSL) for dematerialization of the shares of the Company. Accordingly, the shares of the Company are available for dematerialization and can be traded in demat form.

ESOPs :

The Company has granted Stock Options to the employees under the "DBCL-ESOS-2008" and "DBCL - ESOS 2010". The particulars required to be disclosed as per clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in an Annexure to this Report.

Further, with a view to reward, motivate and retain the talented brain and to share the growth of the organisation with its tena- cious manpower resources , pursuant to the resolution passed at shareholders meeting held on March 24,2011, the Company has embarked on another Employee Stock Option Plan (ESOP) called as "DBCL - ESOS 2011" under which the employees of your Company and its subsidiaries in India and abroad as determined by the Compensation Committee in its own discretion will be entitled to receive up to 30,00,000 stock options, in many tranches. As the options under this scheme are in the process of being granted to the employees, in different tranches, applicable details regarding the same are also fur- nished in an Annexure to this Report.

SUBSIDIARY COMPANIES & THEIR BUSINESS :

The Directors are also pleased to inform that the following sub- sidiaries of your Company, as on the date of the report, are per- forming in a commendable manner.

(1) Synergy Media Entertainment Limited (SMEL)

With a view to reach advertisers with offering(s) of attractive combined advertising options in the FM Radio medium and print medium and to achieve operational synergies and generating larger advertising revenue and better customer satisfaction, as a result of radios increasing market share in media advertising, the management of your company had considered it prudent, timely and appropriate to de-merge the radio business of SMEL into your company. Accordingly, on completion of all the related procedures, including approvals of the Shareholders, stock exchanges, other statutory authorities, for Scheme of Arrangement in accordance with Sections 391 through 394, and other applicable provisions, of the Companies Act, 1956, and the approval of the Honble High Court of Gujarat at Ahmedabad and the Honble High Court of Madhya Pradesh at Jabalpur, the radio business of SMEL, was demerged into your company. The Scheme of Arrangement has April 01, 2010 as the appointed date and subsequent to the completion of all the above procedures, the same has come into effect, with the Effective Date as March, 30, 2011.

As a result, all the license for 17 stations, under the name "My

FM", across the northern and western part of the country, have now become part of your company. This provides your compa- ny the synergy in operations as both businesses complement each other and also for cost savings, as common infrastructure is being used. Therefore, this brings in the benefit of Radio busi- ness also into our fold.

SMEL has achieved EBITDA of Rs.9.48 Millions after reaching breakeven in the previous year, driven by a top line growth of around 30% in the shortest period of time of launch of its all Stations and in an aggressive media foray, reflects our growing position and strong value proposition to customers. "MY FM" is able to offer corporate customers integrated media solutions for pan-India promotional campaigns. Its presence across these cities allows customers an extensive reach to Tier 2 and 3 cities, enabling the company to provide value added advertisement solutions.

(2) I Media Corp Limited (IMCL) :

India already ranks No.3 in the world in terms of Internet users with more than 100 million users as per Google and the actual penetration to the grass-root levels is yet to happen, and the company foresees a huge potential for its digital business. IMCL, the digital arm of Dainik Bhaskar group is already amongst the largest internet players amongst the media com- panies with increasing numbers of Page Views and reach and has grown substantially, year over year, by focusing complete- ly on content and the needs of user and there is a huge oppor- tunity to build an even larger content play on the internet. At present the company is operating portals in 4 languages by the name of Dainikbhaskar.com, DivyaBhaskar.com, DivyaMarathi.in and DailyBhaskar.com. These portals are not only about news but are also actually a one stop destination for all content needs of all. The company will continue to focus on these portals and at the same time venture into new avenues of niche content to continue with the pace at which it is growing. Further to scale its corporate objective, the Company is in the process of adding value to its online business development by availing the natural synergies between the print and the Web media.

AUDITORS :

M/s S. R. Batliboi & Associates., Chartered Accountants, Mumbai and M/s Gupta Navin K. & Co, Chartered Accountants, Gwalior, the Joint Statutory Auditors of your company, will retire at the conclusion of the forthcoming Annual General Meeting of your Company. Being eligible, they offer themselves to hold office as joint auditors from the conclusion of the ensuing Annual General meeting until the conclusion of the next Annual General Meeting of the Company.

The Auditors Report read with notes to accounts is self- explanatory and hence, needs no further clarification.

PUBLIC DEPOSITS:

Your Company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

PERSONNEL :

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975, names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Annual Accounts of the Company sent to the shareholders do not contain the said Annexure. Any

shareholder desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE MANAGEMENT:

(a) Technology Absorption

The Company is using manufacturing technology, which is mostly indigenous and is the latest and advanced. The employ- ees of the Company are trained periodically and adequately to enable them to understand the related technology and the effects of such training result in improved efficiency in the oper- ations of the Company.

(b) Foreign Exchange Earning & Outgo

The Company earned Foreign Exchange of Rs. NIL./-. Foreign exchange Expenses on account of financial expenses during the year was Rs.2,41,32,816/- and on account of traveling and other expenses was Rs.25,52,660/-.

HUMAN RESOURCES & INDUSTRIAL RELATIONS:

Your Directors would like to place on record their sincere appre- ciation for all employees, at all levels, for their relentless service. During the year under review, the industrial relations have been very cordial.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. the directors had selected such accounting policies and applied them consistently and made judgments and esti- mates that have been 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 the year under review;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities

4. the directors had prepared the annual accounts for the financial year ended 31st March, 2011 on a "going concern" basis;

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude to the producers, vendors, investors, banks, financial institutions, Central and State Governments and other authorities for their valuable guidance and continuous support.

For and on behalf of the Board of Directors

(Ramesh Chandra Agarwal)

Chairman

PLACE: Mumbai DATE: May 18, 2011


Mar 31, 2010

The Directors are delighted to present the 14th Annual Report of your Company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2009-10 2008-09

Sales & Other Income 102613.77 93243.35

EBITDA 34608.39 16180.12

Financial expenses 3233.88 4645.52

Depreciation/Amortization 2664.12 1779.49

Profit Before Tax 30475.84 11131.92

Provisions for Current Tax ,

Deferred tax & other Tax Expenses 10571.62 4284.31

Profit After Tax 19904.23 6847.60 ansfer to General Reserves 1500.00 3000.00

Dividend Proposed (Including

Interim dividend and Tax on Dividend) 4238.67 987.38

REVIEW OF PERFORMANCE:

Your Directors are pleased to inform the improved results of your Company for the financial year ended on March 31, 2010 and the following highlights evidence the performance during the said period:-

- The Sales & Other income reached Rs.1026.13Crores witnessing a magnificent growth of 10.05%, as com- pared to Rs.932.43 Crores in the previous year.

- The EBITDA rose by 113.89% to Rs.346.08 Crores as against Rs.161.80 Crores in the previous year.

- The profit after tax for the year under review also registered an impressive growth of 190.67% with Rs.199.04 Crores, as compared to Rs.68.48 Crores in the previous year.

-Also, for the year ended on March 31,2010, the consoli- dated revenue of your Company increased to Rs1062.96 Crores from Rs.960.99 Crores in the previous year, registering a growth of 10.61 % and the consolidated PAT stood at Rs. 182.80 Crores as against Rs.47.62 Crores of the previous year.

MANAGEMENT DISCUSSION & ANALYSIS :

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report. REVIEW OF PERFORMANCE OF EMERGING EDITIONS :

The past experience in the industry indicates that any new edition launched by the Company takes about 3-4 years for stabilizationand for earnings. Hence for analyzing the performance of the company, we furnish the following information about the emerging and other editions, in the light of business potential of the Comnany:

(Rs. in Mn)

SUMMARY FINANCIALS

PARTICULARS Emerging Others Total Editions FY 10 FY 10 FY 10 TURNOVER PUBLISHING

- Advt Revenues 724.02 7051.83 7775.85

-Sales 246.10 2004.61 2250.71

-Other Income 10.62 224.20 234.82

TOTAL INCOME 980.75 9280.63 10261.38

News Print Cost 508.76 2769.91 3278.68

Opex 586.91 2934.95 3521.86

Total Cost 1095.67 5704.86 6800.54

EBITDA (114.93) 3575.77 3460.84

EBIDTA % -11.72 38.53 33.73

Interest 12.10 134.74 146.84

Depreciation 34.40 232.02 266.41

PBT (161.43) 3209.01 3047.58

PBT % -16.46 34.58 29.70

In your Companys endeavour to scale newer heights, post stabilization of the emerging editions, the long term results of the corporate growth strategy would be seen in the forthcoming years.

OPERATING RESULTS AND FUTURE OUTLOOK:

With the aim of availing the huge potential opportunity, your Directors are consistently moving towards value enhancement. The year under review, after the end of gloom in global economy, has signaled the future potential of the company and your directors continue their un-tiring efforts in steering the company to unprecedented levels of growth.

Further, the expansion of many industries, improving consumer awareness and the entry and onset of MNCs etc. provide tremendous business avenues for your Company. Value added service to clients being the motto, your Company continues to tread in this path, with growth on its stride.

UPCOMING PROJECT IN JHARKHAND REGION:

As part of its continuous growth and in line with our strategy to extend and build our leadership footprint, the company has already begun its pre-launch activities in the Jharkhand region, with great vigor since your directors believe that the company is well best placed to capture the hugely under-penetrated regional market, having huge scope for readership and ad revenue expansion, clubbed with high economic growth potential of the region. With high regards for its ability (o identify new market opportunities and

to expand its readership through innovative market penetration strategies, as demonstrated in the past, your company has in place meticulous planning, stringent controls, team creation and training , at every stage of this project. Your directors are confident that these efforts would bring in fruits in future.

CAPITALISATION AND RESERVES :

(a) Transfer to Reserve:

As on March 31, 2010, an amount of Rs.150.00 Millions was transferred to General Reserve as against Rs.300.00Millions in the previous year.

(b) Dividend:

The Board of Directors are pleased to inform that for the year under review, an interim dividend @7.50% (i.e.Rs.0.75ps per equity share) was declared and paid by them and they further recommend a final dividend dividend @ 12.50% (i.e. Rs. 1.25 per equity share) for the financial year 2009-10. The total amount of dividend outgo, including Interim Dividend, for the year 2009-10, will be Rs. 36,30,44,210/- as against Rs. 8,43,94,803/- for the previous financial year.

DIRECTORATE:

In accordance with the provisions of the Companies Act 1956, and the Articles of Association of the Company, Shri Ajay Piramal and Shri. Piyush Pandey, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment and your directors recommend the same.

REPORT ON CORPORATE GOVERNANCE :

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report along with the Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance.

DEMATERIALIZATION OF SHARES :

The Company has continued its tie up with National Securities Depository Limited (NSDL) and Central Depository Services of India Limited (CDSL) for dematerialization of the shares of the Company. Accordingly, the shares of the Company are available for dematerialization and can be traded in demat form.

ESOPs:

The Company has granted Stock Options to the employees under the DBCL-ESOS-2008. The particulars required to be disclosed as per clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

Further, with a view to reward, motivate and retain the talented brain and to share the growth of the organisation with its tenacious manpower resources , pursuant to the resolution passed at shareholders meeting held on April 24, 2010, the Company has embarked on another Employee Stock Option

Plan (ESOP) called as "DBCL - ESOS 2010" under which the employees of your Company and its subsidiaries in India and abroad as determined by the Compensation Committee in its own discretion will be entitled to receive 6,00,000 stock options. As the options under this scheme are in the process of being granted to the employees, applicable details regarding the same are also furnished in an Annexure to this Report.

SUBSIDIARY COMPANIES & THEIR BUSINESS:

The Directors are also pleased to inform that the following subsidiaries of your Company, as on the date of the report, are performing in a commendable manner.

(1) Synergy Media Entertainment Limited (SMEL)

The Company is presently engaged mainly in FM Radio business and Company has license for 17 stations, under the name "My fm", across the northern part of the country. All these stations are now operative with added strong point of being present almost in all the areas wherein, we are already established as the strongest Print Media players and this provides your company the synergy in operations as both businesses complement each other and also for cost savings, as common infrastructure is being used. Therefore, this brings in the benefit of Radio business also into our fold. SMEL has achieved EBITDA breakeven this year, driven by a top line growth of around 30% in the shortest period of time of launch of its all Stations and in an aggressive media foray, reflects our growing position and strong value proposition to customers. "MY FM" is able to offer corporate customers integrated media solutions for pan-India promotional campaigns. Its presence across these cities allows customers an extensive reach to Tier 2 and 3 cities, enabling the company to value added advertisement solutions.

With a view to enhance the benefit of the synergy, it was decided by the Board of Directors of your company and that of SMEL at their meeting held on May 05, 2010, to de merge the Radio business of SMEL into your company (DBCL), and the company has initiated the process in this direction, vide a Scheme of Arrangement, prepared in accordance with Sections 391 through 394, and other^applicable provisions, of the Companies Act, 1956, subject to and conditional upon the requisite approvals of the shareholders , sanction of the Honble High Court of Gujarat at Ahmedabad, stock exchanges , all statutory and regulatory authorities, as applicable, for implementation of the Scheme. The appointed date for the proposed Scheme is 1st of April, 2010. The Boards of both companies approved the share issue ratio of 10:1 for the demerger of the Radio Business of SMEL i.e. for every 10 (Ten Only) Equity shares of face value of Rs.10/= each, held by the existing shareholders of SMEL, excluding DBCL, as on record date, 1(one) Equity share of face value of Rs.10/= each, of DBCL shall be offered. DBCL currently holds 56.82% stake in SMEL and hence shares cannot be issued to itself.

(2) I Media Corp Limited:

This Company is engaged in providing integrated internet and mobile interactive services and is operating internet portals and SMS portals (www.bhaskarnet.com; www.divyabhaskar. co.in; www.indiainfo.com) which apart from other contents, also contain editorial content from the daily editions of our newspapers in the form of e-papers and SMS portals. Further to scale its corporate objective, the Company proposes its online business development by maximizing the natural synergies between the local newspaper and local Web site. The Company has local content, the customer relationships, the news and advertising sales force, and the promotional vehicle in place and therefore it proposes to strategically avail the advantages of selling packaged advertising products that meet the demands of advertisers, operate efficiently, and leverage the known and trusted brand of the newspaper.

Company generates revenue from Web Advertisements, SMS and portal management fees from Parent Company and other companies for managing various group portals including Dainikbhaskar.com, Divyabhaskar.com etc.

All the editions of Dainik Bhaskar and Divya Bhaskar are available online and going forward, considering fast penetration of internet services across the country, the group has kept itself ready to expand in this area whenever market so demands.

AUDITORS:

M/s S. R. Batliboi &Associates., Chartered Accountants, Mumbai and M/s Gupta Navin K. & Co, Chartered Accountants, Gwalior, the Joint Statutory Auditors of your company, will retire at the conclusion of the forthcoming Annual General Meeting of your Company. Being eligible, they offer themselves to hold office as joint auditors from the conclusion of the ensuing Annual General meeting until the conclusion of the next Annual General Meeting of the Company.

The Auditors Report read with notes to accounts is self- explanatory and hence, needs no further clarification.

PUBLIC DEPOSITS:

Your Company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

PERSONNEL:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975, names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Annual Accounts of the Company sent to the shareholders do not contain the said Annexure. Any shareholder desirous of obtaining a copy of the said annexure may write to the

Company Secretary at the Registered Office of the Company.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

MANAGEMENT:

(a) Technology Absorption

The Company is using manufacturing technology, which is mostly indigenous and is the latest and advanced. The employees of the Company are trained periodically and adequately to enable them to understand the related technology and the effects of such training result in improved efficiency in the operations of the Company.

(b) Foreign Exchange Earning & Outgo

The Company earned Foreign Exchange of Rs. 666,981/-. Foreign exchange Expenses on account of financial expenses and Advertising & Publicity during the year was Rs. 2,13,74,912/- and on account of traveling and other expenses was Rs. 2,57,27,501/-.

HUMAN RESOURCES & INDUSTRIAL RELATIONS:

Your Directors would like to place on record their sincere appreciation for all employees, at all levels, for their relentless service. During the year under review, the industrial relations have been very cordial.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

3. 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 frauds and other irregularities

4. the directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a "going concern" basis;

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude to the producers, vendors, investors, banks, financial institutions, Central and State Governments and other authorities for their valuable guidance and continuous support.

For and on behalf of the Board of Directors PLACE: Mumbai (Rames chandra Agarwal)

DATE: May 27,2010 , Chairman

 
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