Directors Report of DB Corp Ltd.
Mar 31, 2023
The Board of Directors of your Company i.e. D. B. Corp Limited (the âCompanyâ / âDBCLâ) takes great pleasure in presenting to you the 27th Annual Report along with the Audited Standalone and Consolidated Financial Statements (âAudited Financial Statementsâ) for the Financial Year ended March 31,2023.
While other major economies around the world faced a tough year, the Indian Economy, especially the non-metro centres, showed great resilience in FY 2022-23. GST Collections in Tier-II and beyond cities have increased by ~15-25% underscoring the strong potential of these markets. Advertisers continue to repose their trust in Print Media, especially in these markets, with new age advertisers also seeing tremendous value in using hyperlocal ad campaigns.
Our readers are the central focus of all our teams and we continue to innovate our content and improve our omnichannel platform for delivering truthful, crisp and pertinent content to our loyal reader base. With our strong financial position, we are well-placed to continue the growth trajectory and deliver robust returns to all our stakeholders.
FINANCIAL PERFORMANCE
The Audited Financial Statements for the Financial Year 2022-23 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the âActâ) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
The financial performance of the Company for the year ended March 31, 2023 on a Standalone and Consolidated basis is summarised below:
|
(Rs. in Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from Operations |
21,277.14 |
17,685.42 |
21,292.17 |
17,685.42 |
|
Other Income |
389.69 |
198.37 |
390.29 |
199.98 |
|
Total Revenue |
21,666.83 |
17,883.79 |
21,682.46 |
17,885.40 |
|
Operating Expenditure |
18,065.70 |
14,657.25 |
18,070.97 |
14,657.38 |
|
EBITDA |
3,601.13 |
3,226.54 |
3,611.49 |
3,228.02 |
|
EBITDA Margin |
17% |
18% |
17% |
18% |
|
Finance Cost |
212.72 |
181.84 |
212.75 |
181.85 |
|
Depreciation and Amortisation |
1,120.11 |
1,099.55 |
1,120.20 |
1,099.64 |
|
Total Expenditure |
19,398.53 |
15,938.64 |
19,403.92 |
15,938.87 |
|
Profit Before Tax |
2,268.30 |
1,945.15 |
2,278.54 |
1,946.53 |
|
Provision for Tax |
587.55 |
520.74 |
587.69 |
520.94 |
|
Profit After Tax (PAT) |
1,680.75 |
1,424.41 |
1,690.85 |
1,425.59 |
|
PAT Margin |
8% |
8% |
8% |
8% |
|
Dividend as % of face value per share |
60% |
50% |
60% |
50% |
REVIEW OF PERFORMANCE, OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK
As per FICCI E&Y Media & Entertainment (âM&Eâ) Sector Report released in April 2023, Year 2022 has been a great year for the M&E Sector with 20% growth over previous year. Print Media revenues grew by 10% overall, with advertising revenues growing at 13%. Overall ad insertion volumes increased 16% over Year 2021. However, advertising revenues were still 17% below the pre-covid levels.
Advertising in English publications recovered to 71% of pre-covid levels while advertising in Hindi and regional language publications recovered to around 90%. (Source: FICCI E&Y Media & Entertainment Sector Report, April 2023)
For your Company, the ad revenue grew by whopping 27% year on year. As compared to the print industry advertising growth of 13%, the higher (more than double) growth of Companyâs ad revenue is the reflection of relentless working of the most energetic team and buoyant market trend in Tier-II and Tier-III cities. While the Hindi and regional language publications recovered to around 90% of their pre-covid levels, the Company reached 97% of its pre-covid ad revenue. The 27% growth was despite the fact of muted advertisement by automobile sector which remained at just 51% of its pre-covid level. For the Company, it was 13% of its total advertisement revenue in FY 2019-20, which in the current year was at only 7% of the total. The retail advertising grew by 29% whereas the corporate advertising grew at 21%, lower mainly on account of muted advertisement by automobile sector.
Growth in retail was mainly driven by categories like Education (63%), Real Estate (34%), Healthcare (15%), Lifestyle (44%) and Jewellery (67%). In corporate, Electronics and Electricals (53%), Education (13%), Jewellery (34%), Lifestyle (95%),
Healthcare (47%) were the top performing categories.
This year saw increase of interest and trust of advertisers in traditional media like print. The growth in Educational category was phenomenal given the fact of postponed time schedules of various education courses, exams and results. While for Education, Lifestyle, Electronics and FMCG categories it was resuming of advertisement closer to its pre-covid level, for Real Estate, Healthcare, Jewellery and Banking and Finance it was a double digit growth over even 2019-20 level.
As per the Audit Bureau of Circulation Survey for Jul-Dec 2022 (âABC Surveyâ), Dainik Bhaskar Group continues to be the largest circulated Newspaper Group in India and Dainik Bhaskar continues to be the largest circulated Newspaper in India with a very wide gap with 2nd number player. This performance and leadership position can be attributed to our editorial excellence delivered to our readers through an omnichannel presence. Dainik Bhaskarâs editorial strategies and dominant position in Tier-II and beyond cities has resulted in strong growth of advertising revenues across the board.
Print media has once again demonstrated that it is the most trusted source of news, a trend that is underscored by the strong growth in advertising revenues in the print media, while other traditional media is reporting a slowing down. Print in general and Dainik Bhaskar in particular, retain their well-respected and credible brand equity. This momentum on both the advertising and circulation fronts have helped the Company deliver strong results. On the advertising front, traditional advertisers such as Real Estate, Education, White Goods, Jewellery, etc. continue to use print as their preferred medium. Advertisers from the BFSI sector have also seen growth and the auto segment is starting to see some movement. Government advertising looks promising.
New age digital sectors continue to see value in the Print media and digital, app-based companies and start-ups have increased their advertising spends.
On the circulation front, our focus on âextending our leadership by increasing our readershipâ has yielded robust results. Our circulation strategy has enabled us to extend our lead as Indiaâs number one newspaper and newspaper group. Our teams continue to deepen our market presence and increase our circulation by taking several initiatives with trade partners as well as readers. Dainik Bhaskar is known for technology-driven circulation. Almost 90% of the activities are online and transparent. All these initiatives have helped us regain 85% to 90% of the pre-covid copies.
Newsprint price continued its downward trend in Q4 FY 202223 aiding margins and is likely to bring higher benefits in the coming quarters. Some of our long-lasting cost optimisation measures coupled with our circulation strategy and robust growth in advertising revenues have translated into strong operating results.
For the past three years, the Digital Business has been a key focus area and an important pillar for future growth of our business and this focus has been translated into strong gains. Our ability to innovate clearly puts us ahead of the competition and with a highly personalised product experience which includes text, graphics and videos, ours is the only News App which has consistently grown in the last 3 years and has been able to maintain its direct active user base. It has registered a tremendous growth from 2 million in January, 2020 to more than 14 million in March, 2023. This has propelled Dainik Bhaskar to extend its leadership as the dominant digital leader with the #1 Hindi and Gujarati News Apps, with the competition either staying flat or declining in its user base. With our dominance already established in the print format and now in the digital format, we are undoubtedly the #1 Phygital Indian Language Newspaper in the country.
Our three-dimensional approach towards user retention and engagement viz. high quality content, unparalleled user experience and strong technology backbone is one of the driving forces of our performance. For over 3 years now, Dainik Bhaskar has continued its focus on building the best-in-class, ad-free user experience on its digital app while maintaining high quality, insightful and engaging content for its readers. Our teams continue to work on major and minor improvements to help deliver the crisp content curated by our editorial teams and ensure that our users get hyperlocal news from all towns, cities and states in our markets. We have also worked on increasing the visual aspect of the news for further engagement.
Coming to the Radio division, during the FY 2022-23, the revenues grew by 19% YoY to '' 1,331 million. Volume growth gained momentum across sectors such as Real Estate, FMCG, Banking, State Government and Lifestyle.
MY FM continues to focus on optimistic engagement with listeners through innovative content creation leading to strong audience-connect and listenersâ engagement activities. MY FM network continues to maintain leadership position in key markets such as Chandigarh, Haryana, Punjab, Rajasthan, Madhya Pradesh, Maharashtra and Chhattisgarh and being the leading radio network, provides an extensive platform for advertisers to increase their consumer base and visibility in the market.
OPERATIONAL HIGHLIGHTSAdvertising Revenue
Advertising Revenue stands at '' 14,827 million for FY 202223 as compared to '' 11,827 million for FY 2021-22.
Circulation Revenue stands at '' 4,627 million for FY 2022-23 as compared to '' 4,558 million for FY 2021-22.
On a consolidated financial basis, DBCLâs total revenue stands at '' 21,682 million for FY 2022-23 as compared to '' 17,885 million for FY 2021-22.
The cost of newsprint consumption increased by 54% YoY to '' 8,511 million for FY 2022-23 as compared to '' 5,533 million for FY 2021-22. This increase in cost was majorly on account of global and domestic increase of newsprint prices.
At a consolidated level, the employee cost increased by 3% YoY to '' 3,874 million for FY 2022-23 as compared to '' 3,751 million for FY 2021-22.
Other operating expenses increased by 6% YoY to '' 5,686 million for FY 2022-23 as compared to '' 5,374 million for FY 2021-22.
EBITDA grew by 12% to '' 3,611 million in FY 2022-23 from '' 3,228 million in FY 2021-22.
Depreciation and amortization expenses increased by 2% to '' 1,120 million during FY 2022-23 from '' 1,100 million during FY 2021-22.
Finance Cost increased by 17% YoY to '' 213 million in FY 2022-23 from '' 182 million in FY 2021-22.
The Operational PAT stood at '' 1,691 million during FY 202223 as compared to '' 1,426 million during FY 2021-22.
The Indian Economy is currently experiencing a positive atmosphere with various sectors showing signs of growth. This optimistic outlook is also reflected in the increased advertisement spends across different sectors. Dainik Bhaskar, a prominent publication in Tier II and Tier III cities of central and north India, serves as an influential platform for reaching out to these emerging markets. As these continue to grow at a faster pace compared to metros and Tier I cities, there are high expectations for a successful year in terms of advertisement opportunities.
Sectors like Education, Lifestyle, Electronics and FMCG are yet to reach their pre-covid level print advertisement spends. Further, there are signs of comeback by automobile sector with supply status improving and given the 49% gap from its pre-covid level, there is much to come from automobile. We are optimistic for a similar rocking performance in FY 2023-24.
The Company continues to invest in digital business with a focused digital strategy of increasing the App Daily Active Users. Dainik Bhaskar has invested consistently in delivering high quality, premium journalism to its readers and users in multiple formats including rich text, visual graphics and short videos. Our News App has been designed to make mobile-native vertical video news with a large content library of real time videos across multiple categories that is renewed daily. This has been well received and has seen strong traction as readers appreciate the premium, hyperlocal content being delivered to their handheld devices. We continue to be focused on âhigh quality journalism worth paying forâ.
Dainik Bhaskar has built a strong technology team from some of Indiaâs leading companies with Consumer Product and Technology backgrounds under the able guidance of Mr. Mark Thompson, the ex-CEO of the New York Times who has been onboarded on our advisory board exclusively since 2021.
To enhance user experience and cater to a diverse range of users, Dainik Bhaskar is making significant investments in technology. By leveraging advanced technological capabilities the newspaper aims to deliver a personalized news experience that aligns with the preferences and characteristics of individual users.
Dainik Bhaskar strives to maximize user engagement, foster long-term retention and cultivate loyalty among its readers. In addition to delivering quality journalism the publication
places emphasis on providing a seamless and enjoyable user experience ultimately leading to increased willingness among users to subscribe and support their content.
ComScore data indicates that online news had a reach of 473 million in 2022 as compared to 538 million smartphones in India. By 2025, we expect this reach to grow to over 550 million.
A majority of this news consumption is now in vernacular languages and we believe vernacular news portals will see increased penetration with the proposed launch of the low-cost smartphones by telcos.
Online subscription models for digital products have become prolific since 2021 and should keep seeing increased interest over the next few years to generate '' 2.4 billion by 2025, or '' 5 billion if bundled aggressively.
MY FM continues to connect with audience and augment listenerâs engagement activities through innovative content creation. Our radio network continues to maintain leadership position in key markets such as Chandigarh, Haryana, Punjab, Rajasthan, Madhya Pradesh, Maharashtra and Chhattisgarh. Being the leading radio network enables us to provide an extensive platform for advertisers to increase their consumer base and visibility in the market. This has played out well in FY 2022-23 with a 19% increase in advertising revenues from the previous year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the Financial Year i.e. March 31, 2023 and the date of this report.
The Company declared dividend as under:
|
Particulars |
Financial Year 2022-23 |
|
|
Dividend per share (in '') |
Dividend payout (in '' million) |
|
|
Interim Dividend |
3.00* (30% of face value) |
531.37 (gross)@ |
|
Second Interim |
3.00* (30% of face |
533.95 (gross)@ |
|
Dividend |
value) |
|
*Declared by the Board of Directors at its meeting held on July 28, 2022 and May 19, 2023 and the dividend was credited to the shareholders on August 23, 2022 and June 13, 2023, respectively.
@Subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders.
The dividend recommended / pay-out is in accordance with the Companyâs Dividend Distribution Policy which is available on the website of the Company at https://www.dbcorpltd.com/Investors.php. There has been no change in the policy during the year under consideration.
The Board of Directors has decided to retain the entire amount of profit for Financial Year 2022-23 in the Profit and Loss account as at March 31,2023.
The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2023 was '' 1,779.75 million comprising 17,79,74,832 equity shares of '' 10/- each. During the year under review, the Company has allotted 1,56,691 equity shares of '' 10/- each under D. B. Corp Limited -Employees Stock Option Scheme - 2011 and 7,60,928 equity shares of '' 10/- each under D. B. Corp Limited - Employees Stock Option Scheme - 2021. The Company has paid Listing Fees for the Financial Year 2023-24 to each of the Stock Exchanges where its equity shares are listed.
During the year under review, your Company has neither issued any shares with differential voting rights nor sweat equity.
As on March 31,2023, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.
EMPLOYEESâ STOCK OPTION SCHEMES
The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives and promoting increased participation by them in the growth of the Company.
Considering the value addition to the growth of the Company by employees through their past performance, the Company formulated and administered DBCL ESOS - 2008 Scheme and DBCL ESOS - 2010 Scheme in the past which have concluded by passage of time. Presently, the DBCL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme are in vogue under which options are granted in various tranches to reward the employees and motivate them for future growth and profitability.
The Compensation Committee of the Board of Directors has been constituted in accordance with the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014 (âSEBI SBEB Regulationsâ) to, inter alia, administer and monitor the Employees Stock Option Schemes. There have been no material changes to DBCL ESOS - 2011 Scheme and
DBCL ESOS - 2021 Scheme during the Financial Year under consideration.
During the Financial Year 2022-23, the Committee has granted 23,919 stock options in aggregate under the DBCL ESOS - 2011 Scheme under Tranche 15 and Tranche 16. No employee has been issued stock options during the year equal to or exceeding 1% of the issued share capital of the Company at the time of grant.
The disclosure in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEBSE Regulationsâ) is annexed herewith as âAnnexure Aâ and forms part of the Boardâs Report. The same is also hosted on the Companyâs website at www.dbcorpltd.com/Investors.php.
A Certificate from the Secretarial Auditors viz. Makarand M. Joshi & Co., Company Secretaries has been obtained by the Company certifying that the Employees Stock Option Schemes in vogue have been implemented in accordance with the SEBI SBEBSE Regulations and the respective special resolution passed by the Members. The said certificates will be open for inspection at the ensuing Annual General Meeting of the Company and are also annexed herewith as âAnnexure B1 and B2â and forms part of the Boardâs Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has two subsidiaries as on the date of this report viz. DB Infomedia Private Limited and I Media Corp Limited (step-down subsidiary). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the âActâ).
The Company has prepared Consolidated Financial Statements of the Company and of both the subsidiaries viz. DB Infomedia Private Limited and I Media Corp Limited in the form and manner as that of its own, duly audited by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., the Joint Statutory Auditors in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (hereinafter referred to as the âSEBI Listing Regulationsâ).
The Consolidated Financial Statements for the Financial Year 2022-23 form a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its Financial Statements under Section 129(2) of the Act and the same are available on the website of the Company and can be accessed at the web-link: https://www.dbcorpltd.com/ annual-reports.php
Further, pursuant to the provisions of Section 136 of the Act the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of subsidiaries are available on the website of the Company at https://dbcorpltd.com/ under the tab âReports & Financialsâ.
The Company does not have any material subsidiary in the immediately preceding Financial Year. However, your Company has formulated a âPolicy for determining Material Subsidiariesâ as defined under Regulation 16 of the SEBI Listing Regulations. This Policy has been hosted on the website of the Company and can be accessed at the web link: https://www.dbcorpltd.com/Investors.php.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Companyâs subsidiaries in Form AOC-1 is attached to the Consolidated Financial Statements of the Company which forms a part of this Annual Report, which may be read in tandem with this Report.
⢠DB Infomedia Private Limited (âDBIPLâ)
During the FY 2022-23, DBIPL achieved total income of '' 151.10 Lakh. Net Profit for the FY 2022-23 was '' 82.05
Lakh as against Loss of '' 18.30 Lakh for FY 2021-22.
⢠I Media Corp Limited (âIMCLâ)
During the FY 2022-23, IMCL earned total income of '' 6.05 Lakh as compared to '' 18.12 Lakh of FY 202122. Net Profit for FY 2022-23 was '' 4.00 Lakh as against '' 15.18 Lakh of FY 2021-22.
There has been no material change in the nature of business and operations of the Company during the year under review.
The Company has obtained Credit Rating for its bank facilities from CARE Ratings Limited which is determined on the basis of recent developments including operational and financial performance of the Company. CARE Ratings Limited has the right to undertake surveillance / review of the rating from time to time based on circumstances warranting such review subject to at least one such surveillance / review every year.
On August 9, 2022, CARE Ratings Limited has reaffirmed the ratings assigned earlier in December 2021 viz. âCARE AA ; Stable (Double A Plus; Outlook: Stable)â for Fund Based Long term Bank Facilities and âCARE AA ; Stable/CARE A1 (Double A Plus; Outlook: Stable / A One Plus)â for Non-Fund Based Long term / Short term Bank Facilities.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans and guarantees given or security provided or acquisition of securities of wholly-owned subsidiary/ies of the Company made in terms of Section 186 of the Companies Act, 2013 have been given separately in the Financial Statements of the Company under Note 7 and Note 35(e) of the Standalone Financial Statements which may be read in tandem with this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the Financial Year under review were on an armâs length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no materially significant Related Party Transactions executed by the Company during the year that required Membersâ approval under Regulation 23 of the SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to the Company for the Financial Year 2022-23.
All Related Party Transactions are placed before the Audit Committee for prior approval. Prior âOmnibus Approvalâ of the Audit Committee was obtained for the transactions which were repetitive in nature.
In accordance with the Companies Act, 2013 and SEBI Listing Regulations the Company has formulated a âPolicy for dealing with Related Party Transactionsâ which is also available on the Companyâs website at https://www.dbcorpltd.com/Investors.php.
Further details on the transactions with Related Parties are provided in the accompanying Financial Statements.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL> Appointment / Re-appointment of Directors:Appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director:
Initially, Ms. Paulomi Dhawan was appointed as an Additional Director on the Board of the Company with effect from July 28, 2022 up to the date of 26th Annual General Meeting of the Company held on September 20, 2022.
Subsequently, Ms. Paulomi Dhawan was appointed as an Independent Director on the Board of the Company with effect from July 28, 2022 for a term of two years
vide a Special Resolution passed by the Members of the Company at the 26th Annual General Meeting held on September 20, 2022.
Re-appointment of Mr. Pawan Agarwal
(DIN: 00465092) as the Deputy Managing Director:
Mr. Pawan Agarwal was re-appointed as the Deputy Managing Director of the Company for a term of five years commencing from July 31, 2023 to July 30, 2028 by passing a Special Resolution at the 26th Annual General Meeting held on September 20, 2022.
Re-appointment of Mr. Santosh Desai
(DIN: 01237902) and Ms. Paulomi Dhawan (DIN: 01574580) as Independent Directors for a second consecutive term of 5 (five) years on the Board of the Company:
The Nomination and Remuneration Committee, on the basis of performance evaluation of Independent Directors and taking into account the business knowledge, experience and the substantial contribution made by Mr. Santosh Desai and Ms. Paulomi Dhawan during their first term, has recommended to the Board that the continued association of Mr. Santosh Desai and Ms. Paulomi Dhawan as Independent Directors of the Company would be beneficial to the Company. Based on the above and the performance evaluation of Independent Directors the Board recommends to the Members the re-appointment of:
⢠Mr. Santosh Desai as an Independent Director of the Company to hold office for a second consecutive term of 5 (five) years on the Board of the Company commencing from October 21,2023 to October 20, 2028.
⢠Ms. Paulomi Dhawan as an Independent Director of the Company to hold office for a second consecutive term of 5 (five) years on the Board of the Company commencing from July 28, 2024 to July 27, 2029.
The Company has received the requisite Notices from Members in writing proposing their re-appointment as Independent Directors for a second consecutive term.
Agenda items for their re-appointment are being placed at the ensuing AGM for Membersâ approval. The details of the Directors being re-appointed are set out in the Notice convening the ensuing AGM. The Board recommends re-appointment of the two Independent Directors for the approval by the Members of the Company.
Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Girish Agarwal (DIN: 00051375), Non-Executive Non-Independent Director retires by rotation at the ensuing AGM and being eligible offers himself for reappointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.
A detailed profile of Mr. Girish Agarwal along with additional information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) is provided separately by way of an Annexure to the Notice of the AGM. The Board recommends re-appointment of Mr. Girish Agarwal for approval by the Members of the Company.
> Resignation of Independent Director(s):
During the year under review, none of the Independent Directors of the Company had resigned before the expiry of his / her respective tenure(s).
All the Directors of the Company have confirmed that they are not disqualified from being appointed / continuing as Directors in terms of Section 164 (1) and (2) of the Companies Act, 2013.
> Declaration by Independent Directors:
All the Independent Directors of the Company have given their respective declarations / disclosures under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfil the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
Further, the Board after taking these declarations / disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are independent of the management of the Company.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended up to date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (âIICAâ) and the said registration is renewed and active. All the Independent Directors of the Company are exempt from the requirement to undertake the online proficiency selfassessment test conducted by IICA.
Mr. P. G. Mishra, Group Chief Financial Officer retired from the services of the Company upon attaining the age of superannuation with effect from close of business hours on March 31, 2023. The Board noted the same and placed on record its sincere appreciation for the valuable contribution made by Mr. P. G. Mishra during his long tenure as the Group Chief Financial Officer.
Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company at its Meeting held on March 28, 2023 appointed Mr. Lalit Jain as the Chief Financial Officer of the Company with effect from April 1,2023.
Pursuant to Section 203 of the Act with effect from April 1, 2023, the Key Managerial Personnel of the Company are as under:
|
Mr. Sudhir Agarwal |
Managing Director |
|
|
Mr. Pawan Agarwal |
Deputy Managing Director |
|
|
Mr. Lalit Jain |
Chief Financial Officer |
|
|
Ms. Anita Gokhale |
Company Secretary and Compliance Officer |
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of the requirements of Regulation 25 of the SEBI Listing Regulations, the details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. are available on the website of the Company and can be accessed at the web link: https://www.dbcorpltd.com/Investors.php.
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual directors. The criteria for the performance evaluation are set out in the Corporate Governance Report forming part of this Annual Report.
A formal performance evaluation was carried out where the Board made an annual evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its various committees for the Financial Year 2022-23 on the basis of a structured questionnaire on performance criteria.
The outcome of the Board Evaluation for the Financial Year 2022-23 was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings held in May 2023. Qualitative comments and suggestions of directors were taken into consideration by the Committee and Board members. The Directors have expressed their satisfaction with the evaluation process.
MEETINGS OF THE BOARD OF DIRECTORS
Five Board Meetings were held during the year under review and the gap between any two Board Meetings was not more than 120 days in conformity with the requirements of SEBI Listing Regulations, Secretarial Standards on Meetings of the Board of Directors (SS-1) and that of the Companies Act, 2013 and the Rules framed thereunder.
Detailed information on the Meetings of the Board, its Committees and the Annual General Meeting is included in the Report on Corporate Governance which may be taken as forming a part of this Report.
As on March 31, 2023 the Board has seven committees: Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee, Compensation Committee, Risk Management Committee and Executive Committee.
During the year all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.
A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report which may be taken as forming a part of this Report.
Your Company has won a Silver at WAN IFRA Print Innovation Awards 2022 in Product Innovation category for Front Jacket on Guzzi Silk fabric using digital printing. At IAA Olive Crown Awards 2023 the Company bagged a Silver for âSave Birdsâ Campaign in Press Corporate category. My FM has bagged 4 Gold Mikes Awards 2022 under various categories and also an AFAQS Marketers Excellence Award for Best Print Ad Campaign.
STATUTORY AUDITORS AND AUDITORSâ REPORT
In terms of Section 139 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at 26th Annual General Meeting (AGM) held on September 20, 2022 had approved the re-appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) and M/s. Gupta Mittal & Co. (Firm Registration No. 009973C) as the Joint Statutory Auditors of the Company for a period of 5 (five) years until the conclusion of the 31st AGM of the Company to be held in the calendar year 2027.
The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.
The Auditorâs Report given by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors on the Financial Statements of the Company for the Financial Year 2022-23 forms part of this Annual Report. The Auditorâs Report does not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORTSecretarial Audit Report:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Company, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31,2023.
The Secretarial Audit Report given by the Secretarial Auditors in the prescribed form MR-3 is annexed herewith as âAnnexure Câ and forms part of the Boardâs Report.
Secretarial Auditorsâ observation(s) in Secretarial Audit Report and Boardâs explanation thereto:
⢠In few instances the entries in system driven disclosure were made in delay.
Explanation: Due to de-centralised Human Resource function in the Company there have been delays in updation of HR software in respect of a few new recruitments or separations in the Company as a result of which entries in System Driven Disclosures are delayed. However, the Company has updated details of designated persons with the designated depository in reasonable time.
Secretarial Compliance Report:
In terms of Regulation 24A(2) of the SEBI Listing Regulations every listed entity has to submit a Secretarial Compliance Report in such form as specified to Stock Exchanges within sixty days from end of each Financial Year.
The said Secretarial Compliance Report for Financial Year 2022-23 has been submitted by the Company to the Stock Exchanges within the prescribed time limit.
The said Secretarial Compliance Report contains a qualification (âIn few instances the entries in system driven disclosure were made in delayâ) which is the same as mentioned under the paragraph titled âSecretarial Audit Reportâ above. The same has been addressed to in detail with Boardâs explanation thereon under the paragraph titled âSecretarial Audit Reportâ above.
COST ACCOUNTS AND COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended up to date, the cost accounting records maintained by the Company in respect of its Radio business are required to be audited by a Cost Auditor.
On the recommendation of the Audit Committee the Board of Directors has appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as Cost Auditor for the FY 2023-24 at a remuneration of '' 30,000/- p.a. plus applicable taxes and out-of-pocket expenses at actuals. As mandated under the Act the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to M/s. K. G. Goyal & Associates for FY 2023-24 is included in the Notice convening the ensuing AGM.
The Company has received written consent from the Cost Auditor that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the FY 2023-24.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, there have been no instances of fraud committed in the Company by its officers or employees that the Joint Statutory Auditors, Cost Auditor and Secretarial Auditor have to report to the Audit Committee or the Board of Directors of the Company as mandated under Section 143(12) of the Companies Act, 2013.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of the provisions of Sections 124 and 125 of the Companies Act, 2013 (âthe Actâ) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under review, the Company has transferred an amount of '' 1,81,760/- being the unclaimed / unpaid dividend of the Company in respect of the Final Dividend FY 2014-15 and the Interim Dividend FY 2015-16 to the Investor Education and Protection Fund (âIEPFâ). Further, 1,331 equity shares, in respect of which dividend has not been claimed by the Members for seven consecutive years or more, are also transferred to IEPF. The due dates for transfer of unpaid / unclaimed dividend to IEPF in respect of various dividend accounts of the Company are mentioned in the Report on Corporate Governance forming part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact on the âgoing concern statusâ of the Company and its future operations.
The Income Tax Department had carried out a search operation at the Companyâs various business premises under Section 132 of the Income-tax Act, 1961 in July, 2021. The Company had made the necessary disclosures to the stock exchanges in this regard on July 23, 2021 in accordance with Regulation 30 of the SEBI (LODR) Regulations, 2015 (as amended).
Thereafter, the Company has received notices under Section 148 and/or Section 142(1) / 143(2) of the Income Tax Act, 1961 for the assessment years 2018-19 to 2022-23 for which the Company has responded. During the year ended March 31, 2023 the Company has received orders for three assessment years (2018-19, 2020-21 and 2021-22) for which the Company has filed the response / appeal. Management is of a view that this will not likely to have any material impact on the Companyâs financial position as at March 31, 2023 and the performance for the year ended on that date as per the standalone financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a socially responsible corporate citizen the Company has been persistently exploring novel opportunities and possibilities in the form of sustainable programs or projects for its CSR activities in order to create larger social impact and positive changes in the lives of community.
The Company through various CSR initiatives and programmes continues to invest in addressing the most persistent needs of the community. All CSR interventions are conceived and implemented through a focussed approach towards target beneficiaries for generating maximum impact. Operating in the field of newspaper publication, the Company actively carried out mass movements through its editorial and on-ground campaigns on various social issues like âMission Shikshaâ, âDene Ka Sukhâ, etc.
The Companyâs focus areas are concentrated on increasing access to health, education, environment sustainability, betterment of under-privileged people, nature conservation, national heritage, etc. The Annual Report on the CSR activities in prescribed format is annexed herewith as âAnnexure Dâ and forms part of the Boardâs Report.
During the Financial Year 2022-23, the Company has undertaken the CSR initiatives in the fields of animal welfare, eradicating hunger, poverty and malnutrition, promoting education, promoting preventive health care, protection of flora and fauna and protection of national heritage thereby helping in the upliftment of the underprivileged and disadvantaged sections of the society and focus on social issues. All the CSR activities are aligned to the requirements of Section 135 of the Companies Act, 2013 and the Company is in compliance with the statutory requirements in this regard.
The CSR Policy is also hosted on the Companyâs website and may be accessed at the link: https://www.dbcorpltd.com/csr. php.
During the Financial Year under review, your Company has not accepted or invited any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules made thereunder and as such, there is no question of any amount being outstanding on account of principal or interest on deposits from the public as on the date of the Balance Sheet.
LOAN FROM DIRECTOR OR DIRECTORâS RELATIVES
During the year under review, the Company has not taken any loan from the Directors or their relatives.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with Regulation 34 read with Schedule V to the SEBI Listing Regulations, every Listed Company is required to prepare the Management Discussion and Analysis Report as a part of Boardâs Report or as an addition thereto.
Accordingly, the Management Discussion and Analysis Report as approved by the Board of Directors is given separately in this Annual Report which may be taken as forming a part of Boardâs Report.
REPORT ON CORPORATE GOVERNANCE
A separate Report on Corporate Governance as prescribed under the SEBI Listing Regulations, together with a certificate from the Companyâs Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in SEBI Listing Regulations is given separately in this Annual Report which may be taken as forming a part of Boardâs Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A detailed Business Responsibility and Sustainability Report as required under Regulation 34 of the SEBI Listing Regulations is given separately in this Annual Report which may be taken as forming a part of Boardâs Report.
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return as on March 31, 2023 in Form No. MGT-7 is available on the Companyâs website at https://www.dbcorpltd.com/annual-reports.php.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
A detailed section on the Companyâs internal financial controls with reference to Financial Statements and its adequacy is a part of the Management Discussion and Analysis Report which may be taken as forming a part of Boardâs Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing a safe and conducive work environment to all of its employees. In line with this it has in place a policy for prevention of sexual harassment at the workplace as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. Further, the Policy also gives shelter to trainees and retainers. In line with the requirements of the said Act, an Internal Complaints Committee (âICCâ) has been set up to redress the complaints received regarding sexual harassment at workplace.
During the Financial Year 2022-23, no case was referred to the ICC.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Integrity and ethics have been the bedrock of all the corporate operations of the Company. The Company is committed to conducting its business in accordance with the highest
standards of professionalism, honesty and ethical behaviour and has the best systems in place to nurture a similar working culture. This initiative was taken to encourage Employees, Circulation/Advertisement Agents and Suppliers/Vendors to report irregularities in operations besides complying with the statutory requirements under the Companies Act, 2013 and the SEBI Listing Regulations. Any DBCL Employees, Circulation/Advertisement Agents and Suppliers/Vendors can raise his/her concern/complaint on the dedicated phone numbers, or through email or post. These phone numbers are operational all 365 days. These reporting channels can be accessed in Hindi, English, Marathi and Gujarati.
An Internal Ethics Committee has been established to operate this policy under the supervision of the Audit Committee. All the concerns/complaints are categorised and prioritised based on their nature and corrective or disciplinary actions are taken based on the seriousness of the issue/findings. If the whistle blower is not satisfied with the actions taken the mechanism also has an Escalation Protocol in place. Through this process the mechanism considers and extends complete protection to the whistle blower.
The Whistle Blower Policy has been appropriately communicated within the Company and is available on the website of the Company at
https://www.dbcorpltd.com/Investors.php.
The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks in the internal and external environment along with minimising the impact of risks.
Your Company has adopted the Risk Management Policy and is very keen on identifying, evaluating and managing significant risks faced by the Company and it prioritises relevant action plans in order to mitigate such risks. This is primarily the responsibility of the Risk Management Committee carried out through discussing the management submissions on risks, evaluating key risks and approving action plans to mitigate such risks. Risk management framework is reviewed periodically by the Risk Management Committee.
The development and implementation of Risk Management Policy has been covered in the Corporate Governance Report which may be taken as forming a part of Boardâs Report.
POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Nomination and Remuneration Committee (NRC) of the Board of Directors of the Company leads the process for
Board appointments in accordance with the requirements of the Act, the SEBI Listing Regulations and other applicable regulations and guidelines. As per the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (âKMPsâ) and other employees laid down by the said Committee all the Board appointments are considered based on meritocracy. The potential candidates for appointment to the Board are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character, appreciation of the Companyâs vision, mission, values and prominence in business, institutions or professions and professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary. In addition to the above the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Act, the SEBI Listing Regulations and other applicable regulations and guidelines.
The remuneration paid to the Directors, KMPs and senior management is in accordance with the policy on Nomination and Remuneration of Directors, KMPs and other employees laid down by the said NRC. The salient features of the Companyâs policy on Nomination and Remuneration of Directors, KMPs and other employees are given in the Corporate Governance Report which may be taken as forming a part of Boardâs Report. The said policy is also available on the website of the Company at https://www.dbcorpltd.com/Investors.php.
HUMAN RESOURCES
A detailed section on the Companyâs Human Resource Development is a part of the Management Discussion and Analysis Report which may be taken as forming a part of Boardâs Report.
PARTICULARS OF REMUNERATION TO EMPLOYEES
A statement containing names of top ten employees of the Company in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 w.r.t. the remuneration drawn and the particulars of employees is annexed herewith as âAnnexure Eâ and forms part of the Boardâs Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:
⢠Conservation of Energy:1. Steps taken or impact on conservation of
energy:
and
2. Steps taken by the Company for utilising
alternate sources of energy:
a) Investment of '' 19.31 million was done for installation of Solar PV plant in FY 2022-23 at the locations mentioned hereunder:
i. Muzaffarpur ('' 4 million)
ii. Hissar ('' 3 million)
iii. Rewari ('' 3 million)
iv. Sikar ('' 4.3 million)
v. Bharatpur ('' 3.01 million)
vi. Bhilwara ('' 2 million)
b) In FY 2022-23 total solar PV plant capacity of 470 kWp was added at above mentioned locations.
c) Total solar generation at all locations was 24,18,453 kWh (units) in FY 2022-23.
d) Savings of '' 17.40 million at all locations was achieved by solar energy generation. Location wise generation and savings are as follows:
|
Location |
Units Generated kWh |
Savings (in '' million) |
|
Jaipur |
6,83,830 |
4.93 |
|
Ahmedabad |
3,39,307 |
2.40 |
|
Jodhpur |
2,98,410 |
2.21 |
|
Kota |
1,34,917 |
1.00 |
|
Udaipur |
2,08,823 |
1.58 |
|
Ajmer |
79,569 |
0.62 |
|
Baroda |
1,01,511 |
0.70 |
|
Hamira |
88,621 |
0.66 |
|
Rajkot |
1,27,410 |
0.86 |
|
Panipat |
1,64,532 |
1.09 |
|
Bilaspur |
61,048 |
0.50 |
|
Muzaffarpur |
29,186 |
0.11 |
|
Hisar |
22,850 |
0.15 |
|
Rewari |
17,927 |
0.12 |
|
Sikar |
25,030 |
0.19 |
|
Bharatpur |
23,425 |
0.18 |
|
Bhilwara |
12,057 |
0.10 |
|
Total |
24,18,453 |
17.40 |
3. Capital investment on energy conservation equipment: Nil⢠Technology Absorption:1. Efforts made towards technology absorption and
2. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil
3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the Financial Year): Nil / Not Applicable
4. Expenditure on Research and Development: Nil⢠Foreign Exchange Earnings and Outgo:
Your Company earned Foreign Exchange of '' 69.39 million (Previous Year '' 69.31 million). The financial expenses in foreign exchange during the year was '' 8.10 million (Previous Year '' 4.14 million) and on account of advertisement, travelling, maintenance and other expenses was '' 90.25 million (Previous Year '' 72.44 million).
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial Year 2022-23, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively as notified by the Institute of Company Secretaries of India, New Delhi.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement it is hereby confirmed:
1. that in the preparation of the annual accounts for the year ended March 31, 2023 the applicable Accounting Standards have 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 judgements 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 March 31, 2023 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 March 31, 2023 on a âgoing concernâ 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.
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 27th Annual General Meeting of the Company including the Annual Report for FY 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).
DISCLOSURE IN RESPECT OF SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY SHARES, ETC.
Your Directors state that no disclosure is required in respect of the following matters as there were no transactions in relation thereto during the Financial Year under review:
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of Sweat Equity shares.
⢠Buy Back of shares.
The equity shares of the Company were not suspended from trading during the year.
There was no occasion where the Board has not accepted any recommendation of the Audit Committee.
⢠Disclosure pertaining to âInsolvency & Bankruptcy Code (âIBCâ)â: No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 (âIBCâ) was made against the Company during FY 2022-23. The Company has filed 2 petitions with National Company Law Tribunal (NCLT) under IBC during FY 2021-22 for recovery of outstanding loans from its customers being Corporate Debtors. The proceedings with respect to the said 2 petitions are pending before the respective jurisdictional NCLT and NCLAT as on March 31,2023.
⢠Disclosure on âOne-time Settlementâ: The Company has not taken any long-term loan from Banks or Financial Institutions. Hence, the disclosure in respect of âthe details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereofâ is not applicable.
Statements in the Boardâs Report and the Management Discussion and Analysis Report describing the Companyâs objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.
The Board of Directors express its appreciation for the sincere cooperation and assistance of the Government Authorities, Bankers, Customers, Suppliers and Business Associates. The Board conveys its deep gratitude and appreciation to all the employees of the Company for their tremendous efforts as well as their exemplary dedication and contribution to the Companyâs performance. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Members.
For and on behalf of the Board of Directors of D. B. Corp Limited
Sd/- Sd/-
Sudhir Agarwal Pawan Agarwal
Managing Director Deputy Managing Director
DIN: 00051407 DIN: 00465092
Place: Bhopal Place: Noida
Date: July 20, 2023 Date: July 20, 2023
Encl.: Annexure A to E
Mar 31, 2018
To
The Members,
D. B. Corp Limited
The Directors have pleasure in presenting to you the 22nd Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS (STANDALONE RESULTS)
Rs. in Mn.
|
PARTICULARS |
2017-18 |
2016-17 |
|
Revenue from operations |
23,285 |
22,574 |
|
Other Income |
239 |
172 |
|
Total revenue |
23,524 |
22,746 |
|
Operating expenditure |
17,645 |
16,130 |
|
ebitda |
5,879 |
6,616 |
|
EBITDA Margin |
24.99% |
29.09% |
|
Finance Cost |
67 |
74 |
|
Depreciation & Amortisation |
922 |
862 |
|
Total Expenditure |
18,634 |
17,066 |
|
Profit Before Tax |
4,890 |
5,680 |
|
Provision for Tax |
1,645 |
1,907 |
|
Profit After Tax (PAT) |
3,245 |
3,773 |
|
PAT Margin |
13.79% |
16.59% |
FINANCIAL HIGHLIGHTS (CONSOLIDATED RESULTS)
Rs. in Mn.
|
particulars |
2017-18 |
2016-17 |
|
Revenue from operations |
23,285 |
22,580 |
|
Other Income |
238 |
170 |
|
Total Revenue |
23,523 |
22,750 |
|
Operating expenditure |
17,647 |
16,158 |
|
EBITDA |
5,876 |
6,592 |
|
EBITDA Margin |
24.98% |
28.97% |
|
Finance Cost |
67 |
74 |
|
Depreciation & Amortisation |
924 |
863 |
|
Total Expenditure |
18,638 |
17,095 |
|
Profit Before Tax |
4,885 |
5,655 |
|
Provision for Tax |
1,645 |
1,907 |
|
Profit After Tax (PAT) |
3,240 |
3748 |
|
PAT Margin |
13.77% |
16.47% |
|
Dividend as % of Paid-up Share Capital |
10% |
40% |
REVIEW OF PERFORMANCE, OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK
India as one of the faster growing economies of the world, demonstrated strong resilience on the face of global slow growth environment. India is expected to emerge as one of the top three economic powers of the world over the next 10-15 years, as per the Central Statistics Organisation (CSO) and IMF (International Monetary Fund). Moodyâs upgradation of Indiaâs sovereign rating after 14 years, from Baa3 (lowest investment grade) to Baa2, also underlines the strength of the countryâs economic fundamentals.
After a temporary slowdown triggered by the implementation of demonetization and GST, the economy started showing signs of recovery in the second half of FY 18. The revival in positive sentiment was reflected in the pick-up in industrial production and a decline in retail inflation (as measured by the CPI) after a period of negativity. The last quarter of the fiscal saw India record its fastest growth in seven quarters at 7.7%, to overtake China, which grew at 6.8% in the quarter ended March 2018. The farm, manufacturing and services sectors propelled this growth, which is expected to sustain in the coming year.
D. B. Corp Limitedâs (DBCL) performance for the fiscal 201718 needs to be viewed in the context of aforesaid economic and market environment forces. D. B. Corp Limited (âDBCLâ) delivered another year of resilient performance aided by strong market development strategies, establishment of long term customer relationships and well planned execution of sharper on-ground marketing efforts.
Your Company maintained its focus on editorial strategy which has led to significant improvement in quality of editorial content, greater readership delight and growth. Dainik Bhaskar newspaper continues to be the Nationâs largest circulated multi-edition daily as per Press In India Report 2016-17 prepared by the Registrar of Newspapers of India (RNI) and recently informed by the Honourable Union Information and Broadcasting Minister, Mr. Rajyavardhan Singh Rathore in Parliament during an answer.
As per recently announced Indian Readership Survey (IRS) numbers, the Dainik Bhaskar Group has maintained its leadership as the Largest Newspaper Group of Urban India. Dainik Bhaskar newspaper continues to hold the # 1 position as the largest read newspaper of SEC AB (Socio- Economic Class AB), which is now called NCCS AB. The Dainik Bhaskar newspaper also holds #1 position as the largest read newspaper of Socio-economic Class - A, i.e. SEC A, which is now called NCCS A.
Dainik Bhaskar continues to be the worldâs fourth largest circulated news daily by WAN-IFRA in its World Press Trends 2016 report. It ranks behind 3 newspapers which are from outside India; of which 2 are from Japan and 1 from USA.
As part of other significant developments, the following are noteworthy:
- During FY 2017-18 the company executed a challenging and ambitious Circulation Expansion strategy in its legacy markets of Rajasthan, Gujarat and in the newer market of Bihar. The circulation copies increased from an average of 50.4 lakh copies at the start of the initiative in July 2017 to 57.9 lakh copies by the end of the year i.e. a growth of around 15% in a 9-monthâs period; and this entire circulation increase was achieved at a higher cover price.
- Dainik Bhaskar has successfully completed entire Bihar expansion drive. It has aggressively expanded copies in circulation reflecting over 2x growth across 38 districts covering key Tier II and Tier III cities and towns in Bihar with around 7 lakh copies.
- MY FM completed the fastest roll out of all 13 newly acquired stations under Batch 1 of Phase III and expanded the companyâs reach to 7 states and across 30 cities by March 2017. Your Radio business MY FM has become the largest player in the Rest of Maharashtra and No. 1 in Chandigarh / Haryana / Punjab / Rajasthan / Madhya Pradesh & Chhattisgarh.
- As a part of DBCLâs digital business, www.dainikbhaskar.com the largest Hindi News Website continues to secure the No. 1 spot in Hindi News and www.divyabhaskar.com continues to remain #1 Gujarati website.
- The digital business with 9 internet portals with a very formidable and strong position in almost 67% of Indian language media space in terms of Unique Visitors and Page Views is the dominant No.1 digital player in various Indian languages, i.e., Hindi and Gujarati, alongside 4 actively available and well-used mobile apps.
Print Business
During the period under review, the Indian economy showed an improvement over 2016-17, but continued to grow at a slower pace. DBCL executed a challenging and ambitious Circulation Expansion strategy in its legacy markets of Rajasthan, Gujarat and in the newer market of Bihar. We are happy to report that it has delivered favourable response with advertising revenue witnessing a growth of around 3 % and circulation revenue registering a growth of around 7%.
Performance highlights of the Company during the year under consideration are as follows:
- Standalone revenue from operations and other income was Rs.23,524 million witnessing a growth of 3.42% as compared to Rs.22,746 million in the previous year.
- Standalone advertising revenue grew 2.83% to Rs.16,425 million which includes revenue from print, radio and digital media business.
- Circulation revenue grew by 7% to Rs.5,145 million from Rs.4,814 million largely driven by rate growth. Circulation revenue has witnessed CAGR growth of around 15% for past 5 years largely driven by rate growth.
- The consolidated gross revenue increased by 3.4% to Rs.23,523 million as compared to Rs.22,750 million in the previous year.
- EBIDTA margin of matured business stands at 28.59%.
The Company has not transferred any amount to General Reserve for the FY 2017-18.
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 / business launched takes long for stabilisation and for earnings.
Review of Performance of Emerging Editions / Business
Summary Financials (Standalone Results) (Rs. in Mn.)
|
particulars |
Emerging Editions & Business |
Matured Business |
Total |
|
|
FY 2017-18 |
||||
|
Turnover |
||||
|
-- Advt. Revenue |
516 |
15,909 |
16,425 |
|
|
-- Sales |
276 |
4,869 |
5,145 |
|
|
-- Others |
92 |
1,862 |
1,954 |
|
|
Total Income |
884 |
22,640 |
23,524 |
|
|
Newsprint Cost |
601 |
6,707 |
7,308 |
|
|
Opex |
878 |
9,459 |
10,337 |
|
|
Total Cost |
1,479 |
16,166 |
17,645 |
|
|
EBITDA |
(595) |
6,474 |
5,879 |
|
|
EBITDA Margin (%) |
(67.30%) |
28.59% |
24.99% |
|
|
Interest |
1 |
66 |
67 |
|
|
Depreciation |
51 |
871 |
922 |
|
|
PBT |
(647) |
5,537 |
4,890 |
|
|
PBT Margin (%) |
(73.19%) |
24.45% |
20.79% |
|
Emerging editions are classified as those editions which are below four years of age or which have turned profitable in last four consecutive quarters, whichever is earlier.
For FY 2017-18, the emerging editions include editions in newly launched states of Maharashtra and Bihar, Mobile app and also newly launched e-real estate division during FY 2015-16. Due to shifting of Jharkhand and most part of Maharashtra in Matured category, Emerging business revenues are not comparable on a YoY basis. At the same time, matured business has reported EBIDTA Margin at 28.59%.
Radio Business
94.3 MY FM is one of the largest radio network of the Tier II and Tier III cities, spread across seven states and 30 cities (including the newly launched 13 radio stations under Batch 1 of phase III in the previous year) commanding a leadership rank in almost all of its markets, both in terms of listenership as well as retail market share.
The Radio Business continued to perform exceptionally well in this financial year. Total income of this division increased from Rs.1,273 million during the previous year to Rs.1,358 million reporting a growth of 6.73%, one of the best among the Radio players. EBIDTA has decreased by (24.35%) at Rs.362 million and EBIDTA margin is 27%.
Digital Business
The digital business declined in total income by 6.8% to Rs.529 million. DB Digital has a very formidable and strong position in almost 67% of the Indian language media space in terms of Unique Visitors and Page Views. Dainik Bhaskar and Divya Bhaskar app have collectively reached 12.3 million app downloads till March 2018.
MAJOR CAMPAIGN / EVENTS DURING THE YEAR
- Launch of a new brand campaign with sharper product promise of âChalo Aaj Kuch Achcha Sunte Haiâ across stations to engage and strengthen listener connect.
- Extending the âAchcha Sunte haiâ promise, MY FM gifted hearing aids to children (aged 6-8 years) with hearing impairments. This drive was implemented across Surat, Rajkot and Ahmedabad. An overwhelming number of people responded to MY FMâs call to make a difference.
- Celebrating 10 years of presence in Ahmedabad and Surat, MY FM executed the biggest Music and Entertainment Festival. More than 25k and 7k people in Ahmedabad and Surat, respectively, witnessed the event.
- Rangrezz Season 4 - MY FM flagged off Indiaâs largest painting competition across the network. The theme was based on inciting a deep sense of state pride amongst children, through catchphrases like Incredible Rajasthan, Incredible Gujarat, etc. Over 612 schools and 3 lakh children participated
- Ek Rakhi Fauji Ke Naam campaign in which MY FM RJ asked listeners to send Rakhis for their bothers in the army; 2,99,446 Rakhis were collected through this initiative.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As representative of Dainik Bhaskar group, the Company takes CSR very seriously and wants to make it a mass movement. With this purpose in mind, your Company has tweaked our strategy on CSR and now, mostly, adhere to advocacy model. The idea is to concentrate our efforts on utilizing our extensive reach to put across our CSR messages to as many people as possible by way of advertisements and write-up.
Companyâs CSR initiatives are meant to inform, educate and engage the readers to care from nature, environment and deprived sections. While such initiatives may not show immediate results but in the long run have great potential to sensitize people and make them more humane.
Highlights of the Companyâs overall CSR initiatives during FY 2017-18 were as follows:
- Tilak Holi-Encouraging people to reduce wastage of water, and instead celebrate holi with natural and dry colours.
- Mitti Ke Ganesh - observing Ganesh Chaturthi using idol made of natural clay and spread videos teaching how to make the clay idols.
- Sarthak Deepavali-persuading people to make Diwali a true festival of joy by bringing happiness on faces of those who are deprived.
- Ek Ped Ek Zindagi- appealing people to plant, conserve and preserve more trees to save environment.
- Jal Satyagrah-Informing people about the scarcity of water and ways to cut down its wastage.
- Daan Campaign- Urging people to observe Republic Day (26th January) by donating things which are no longer of use to one, to the needy.
- Save Birds - Appealing people to take care of birds during summer season by keeping aside food and water for them in pots.
- Live Positive Campaign -driving a whole campaign to discourage students from committing suicide by roping in coaching institutes and responsible people to become student buddies.
A brief outline of the CSR policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in âAnnexure Aâ to this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on the website of the Company.
During the year, the Company incurred an expenditure of Rs.45.1 million on CSR activities as against the required spend of Rs.100.7 million. The Company could not spend the balance required amount on account of non-availability of fitting, significant and concrete CSR projects. The Company is committed towards undertaking additional activities in the areas of promoting education, empowering women, environmental sustainability, healthcare and sanitation to mention a few and ensure the remaining amount is spent on tangible CSR activities.
AWARDS AND ACCOLADES
Winning awards is the result of strategic efforts to build a companyâs authority as an industry leader and a great opportunity to showcase the excellence standards. Your Company was conferred with as many as 81 awards during FY 2017-18 under various segments of its business for its Brand & Marketing Campaigns, CSR Initiatives, Event Activation, Effectiveness in Publication & Media and Print Innovations, Corporate Collaterals, Best Use of CSR practices in Media & Entertainment, Public Awareness Programme, etc. These include 12 Asian Customer Engagement Awards, 9 Public Relation Council of India Awards, 6 India Radio Forum Awards, 4 MarCom Awards and 3 Summit International Awards.
DIVIDEND
Your Directors have recommended a final dividend @ 10% (i.e. Rs.1/- per equity share of the face value of Rs.10/- each) for the year ended 31st March, 2018 subject to approval of members at the ensuing Annual General Meeting of the Company.
The total amount of dividend to be paid as Final Dividend is approx. Rs.18.4 Crore.
DIVIDEND DISTRIBUTION POLICY
As per Regulation 43A of the SEBI Listing Regulations, the Company has framed a Dividend Distribution Policy which had been approved by the Board of Directors at its meeting held on 20th October, 2016. The Policy lays down a framework for considering decisions by the Board of the Company with regard to distribution of dividend to the shareholders and/ or retaining or plough back of its profits. A copy of the Policy has been attached as âAnnexure Bâ to this report and the same is also available for viewing on the Companyâs website and can be accessed at: http://investor.bhaskarnet.com/files/ Dividend%20Distribution%20Policy.pdf
BUY BACK OF EQUITY SHARES BY THE COMPANY
The members of the Company have approved Buyback proposal for buy-back of up to 92,00,000 fully paid-up equity shares of Rs.10/- each (being approx. 5% of the total paid-up equity share capital of the Company as on 31st March, 2018) at a price of Rs.340/- per equity share on a proportionate basis through tender offer for an aggregate amount of Rs.312.80 Crore (excluding transaction cost viz. brokerage, applicable taxes such as securities transaction tax, stamp duty and goods and service tax, etc.). The approval for Buyback proposal was accorded by the members of the Company by passing the enabling Special Resolution through Postal Ballot as per statutory requirements in this regard, the results of which were declared by the Company on 7th July, 2018.
The Company has made the Public Announcement in this regard after compliance with all the necessary disclosures. The Record Date for determining the eligibility of the shareholders to participate in the Buyback is set as 18th July, 2018. The Company will be completing the Buyback within 12 months from the date of Special Resolution passed approving the proposed Buyback which is 6th July, 2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Naveen Kumar Kshatriya, Independent Director of the Company resigned from directorship on the Board from 30th September, 2017. The Board places on record its gratitude for the valuable services rendered by Mr. Naveen Kumar Kshatriya during his association with the Company.
At the Board Meeting held on 16th May, 2018, Mr. Pawan Agarwal (DIN: 00465092), the Deputy Managing Director of the Company was re-appointed for a further period of five (5) years w, e, f. 31st July, 2018 up to 30th July 2023 subject to membersâ approval sought at the forthcoming Annual General Meeting along with an increase in his remuneration from the existing remuneration of Rs.60 Lakh p.a. to Rs.1 Crore p.a. as detailed below.
|
PARTICULARS |
Amount in Rs. |
|
Basic Pay (Annual) |
1,00,00,000/- |
|
Perquisites, Bonus, Commission & other allowances |
Nil |
Pursuant to Section 152 of the Companies Act, 2013 (the âActâ) and the Articles of Association of the Company Mr. Pawan Agarwal, 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.
A brief resume of Mr. Pawan Agarwal, nature of his expertise in specific functional areas and names of the Companies in which he holds directorships and / or membership / chairmanship of committees of the Board as stipulated under SEBI Listing Regulations is given in the Corporate Governance Report forming part of the Annual Report.
Mr. Sudhir Agarwal has been appointed as the Managing Director of the Company for a term of 5 years (1st January, 2017 to 31st December, 2021) at a remuneration of Rs.90 Lakh p.a. Considering ever expanding business of the Company, the industry trend as also the business acumen and the vast experience that he possesses, on recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee, the Board of Directors at its meeting held on 19th July, 2018 has increased his remuneration from Rs.90 Lakh p.a. to Rs.1.5 Crore p.a. as detailed below w.e.f. 1st October, 2018, subject to approval of the members of the Company at the ensuing Annual General Meeting (AGM). Membersâ approval is sought for the said increase in his remuneration at the forthcoming Annual General Meeting.
|
PARTICULARS |
Amount in Rs. |
|
Basic Pay (Annual) |
1,50,00,000/- |
|
Perquisites, Bonus, Commission & other |
Nil |
|
allowances |
In terms of Sections 149 and 152 of the Companies Act, 2013, it is proposed to re-appoint the 3 (three) Independent Directors on the Board of the Company. Each of Mr. Piyush Pandey and Mr. Harish Bijoor are proposed to be re-appointed for the second consecutive term of 2 years i. e. from 1st January, 2019 till 31st December, 2020 and Mr. Ashwani Kumar Singhal is proposed to be re-appointed for the second consecutive term of 5 years i. e. from 1st January, 2019 till 31st December 2023. Resolutions for appointing them as Independent Directors for second consecutive term are recommended for passing by the members of the Company at the ensuing Annual General Meeting. A brief resume of each of these Independent Directors, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship and / or membership / chairmanship of Committees of the Board as stipulated under SEBI Listing Regulations is given in the Corporate Governance Report forming part of the Annual Report.
The Company has received declarations from the Independent Directors that they meet with the criteria of independence as laid down under Section 149(6) of the Act and the SEBI Listing Regulations. The Company has also received a notice under Section 160 of the Act signifying their candidature for the office of Independent Director.
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.
BOARD MEETINGS
During the year under review, the Board met 4 (four) times, the details of which are given in the Corporate Governance Report which may be taken as forming a part of this Report.
COMMITTEES OF THE BOARD
The Board of Directors functions through the following committees constituted in terms of the provisions of the Companies Act, 2013 and SEBI Listing Regulations:
Audit Committee Stakeholdersâ Relationship Committee
Nomination and Remuneration Committee Corporate Social Responsibility Committee
Compensation Committee Executive Committee
The legal provision mandating constitution of Risk Management Committee is not yet applicable to the Company. The details regarding composition and meetings of these committees held during the year under review are given in the Corporate Governance Report which may be taken as forming a part of this Report.
BOARD EVALUATION
The Board has evaluated the performance of each director on the Board based on the parameters listed out in the âPolicy on Performance Evaluation of the Boardâ framed by the Nomination and Remuneration Committee. The evaluation of the Board and its Committees has been done by the Board considering the Board dynamics and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership, etc. A report in brief on Board evaluation has been given in the Corporate Governance Report which may be taken as forming a part of this Report.
POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES
The Nomination and Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, SEBI Listing Regulations and other applicable regulations or guidelines. As per the policy on Nomination and Remuneration of Directors, KMPs and Other employees laid down by the said Committee, all the Board appointments are considered based on meritocracy. The potential candidates for appointment to the Board are inter alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Companyâs vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, SEBI Listing Regulations and other applicable regulations or guidelines.
At the meeting of the Nomination and Remuneration Committee held on 16 May, 2018, a proposal was placed for the re-appointment of three Independent Directors for the second consecutive term. The Committee has taken into consideration the results of the performance evaluation of the Directors before recommending their re-appointment to the members of the Company for approval at the forthcoming Annual General Meeting.
The detailed policy on Nomination and Remuneration of Directors, KMPs and Other employees is given in the Corporate Governance Report which may be taken as forming a part of this Report.
EXTRACT OF ANNUAL RETURN
The details prescribed and required under Section 92(3) of the Companies Act, 2013 constituting the extract of the Annual Return is attached as âAnnexure Câ to this Report.
RISK MANAGEMENT
Your Company is very keen on identifying, evaluating and managing significant risks faced by the Company and prioritizes relevant action plans in order to mitigate such risks. Risk management framework is reviewed periodically by the Board and Audit Committee, which includes discussing the management submissions on risks, evaluating key risks and approving action, plans to mitigate such risks.
The risk management framework adopted and implemented by the Company is given in the Corporate Governance Report which may be taken as forming a part of this Report.
INTERNAL CONTROL SYSTEM AND ITS AQEQUACY
Your Company has built up a strong and efficient internal control mechanism which is commensurate with the size of its business operations. It has laid down standard operating guidelines and processes which ensure smooth functioning of activities and zero ambiguity in the minds of people who actually execute the operations.
State Heads and Corporate Finance Heads are accountable for financial controls. They are fully responsible for accuracy of books of accounts, preparation of financial statements and reporting in line with the Companyâs accounting policies. DBCL has deployed a vigorous Internal Controls and Audit Mechanism to facilitate an accurate and fair presentation of its financial results. This process not just ensures adherence to regulatory standards and meets statutory compliance requirements, but also confirms that our reporting is complete, reliable and understandable. In addition, there is a specific impetus on safeguarding investor interests with deployment of the highest levels of governance and regular communication with them.
Over the years, DBCL has undertaken specific efforts to build up its Processes and deploy Standard Operating Guidelines across all operational areas.
During FY 2017-18, the Company appointed Independent Chartered Accountancy firms to assist in re-evaluating and testing its Internal Financial Controls (IFC) which encompassed review, reclassification and rationalization of controls.
To build and/or strengthen its Internal Audit structure, the Company has engaged experienced Chartered Accountancy firms across all locations. A system of monthly Internal Audit reporting, reviewing and monitoring together with Surprise Audits is set to ensure effective adherence to established processes, internal controls and internal audit mechanism on real-time basis.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Integrity and ethics have been the bedrock of the Companyâs corporate operations. There is no shortcut to integrity. Your Company is committed to conducting its business in accordance with the highest standards of professionalism, honesty and ethical behavior. It has the best systems in place to nurture as honest and ethical working culture.
Your Company is among the first few companies in India to take active steps towards establishing a âWhistle-blowing Mechanismâ. This initiative was taken to encourage employees to report irregularities in operations, besides complying with the statutory requirements under Companies Act, 2013.
In order to maintain highest level of confidentiality, the Company has outsourced the complaint receiving mechanism and coordination with the whistle blower to an independent agency. All DBCL employees can avail this mechanism on a daily basis through a dedicated toll-free Hotline, Website, Email or Post. These reporting channels can be accessed in Hindi, English, Marathi and Gujarati. The whistle blower is provided with a reference number by the Agency, for providing additional information and knowing the status of complaint.
An Internal Ethics Committee has been established to operate this mechanism under the supervision of the Audit Committee. An ombudsperson along with the Ethics Committee decides the future course of action. Complaints are categorized and prioritized based on their nature and actions are commensurate with the category and priority. If the whistle blower is not satisfied with the actions taken, the mechanism also has an Escalation Protocol in place. Through the process, the mechanism considers and extends complete protection to the whistle blower.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 have been given separately in the financial statements of the Company under Note 31 in the Notes to Accounts, which may be read in conjunction with this Report.
TRANSACTIONS WITH RELATED PARTIES
All related party transactions entered into during the financial year were at armâs length terms. Also, there have been no materially significant related party transactions that were entered into by the Company with its related parties. Hence, the Company is not required to attach the prescribed Form AOC - 2 to the Annual Report of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed:
1. that in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have 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, 2018 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, 2018, on a âgoing concernâ 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 Company has 2 subsidiaries as on 31st March, 2018. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
Performance / Business highlights of subsidiaries
The performance / business highlights of the subsidiaries of your Company during the financial year 2017-18 are as follows:
1. DB Infomedia Pvt. Ltd. (DBIPL)
DBIPL carries on its business in the domain of online digital space. It has recorded PBT loss of Rs.4.45 million in the current financial year as compared to PBT Loss of Rs.24.62 million during the previous financial year 2016-17.
2. I Media Corp Limited (IMCL)
IMCL which is housing the event business of the Company recorded an PBT Loss of Rs.1.34 million for the year under consideration. This subsidiary functions in co-ordination with radio division and carries out events across MY FM station cities.
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 a part of this Report.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is given separately which may be taken as forming a part of this Report. A Certificate, as prescribed, from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance is attached to the said Report.
BUSINESS RESPONSIBILITY REPORT
A report on Business Responsibility as stipulated under Regulation 34 of the Listing Regulations is given separately which may be taken as forming a part of this Report.
EMPLOYEESâ STOCK OPTION SCHEMES
The Company had granted Stock Options to its employees under the âDBCL - ESOS 2010â and âDBCL - ESOS 2011â (Tranches 1 to 6). The Compensation Committee of the Board of Directors, constituted in accordance with the SEBI Guidelines, administers and monitors these schemes. The stock option schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (âEmployee Benefits Regulationsâ) and there have been no material changes to these schemes during the financial year.
The details required to be disclosed in terms of Regulation 14 of the Employee Benefits Regulations are placed on the Companyâs website and can be accessed at: http://investor. bhaskarnet.com/pages/corporategovernance.php
Your Company has obtained a certificate from the Auditors certifying that the said Employee Stock Option Schemes have been implemented in accordance with the Employee Benefits Regulations 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, as prescribed which is also attached to this Report.
STATUTORY AUDITORS
At the previous Annual General Meeting (AGM) of the Company held on 4th September, 2017 M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) and M/s. Gupta Mittal & Co. (Firm Registration No. 009973C) were appointed as the Joint Statutory Auditors of the Company for a period of 5 (Five) years till the conclusion of 26th Annual General Meeting of the Company (subject to ratification by the shareholders at every Annual General Meeting, as prescribed at that time).
However, during the year under review, the Parliament of India has enacted The Companies (Amendment) Act, 2017; whereby ratification of auditors at every AGM under Section 139(1) has been done away with. Due to the enforcement of this amendment by the Ministry of Corporate Affairs during the year, it is no longer necessary to seek ratification of the appointment of the Auditors by the shareholders at every AGM henceforth.
However, the Board wishes to inform the shareholders that the Statutory Auditors viz. M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co. have confirmed that their appointment is still within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for holding such position of auditorship within the meaning of Section 139 of the said Act.
Auditorsâ report
The Auditorsâ Report on the Financial statements of the Company for the financial year 2017-18 does not contain any qualifications, reservations, or adverse remarks.
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.
secretarial Auditorsâ report
The Secretarial Audit Report given by the Secretarial Auditor viz. Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai is attached as âAnnexure Dâ to this Report.
The Secretarial Auditors have observed that there were few lapses of code of conduct under Insider Trading Regulations during FY 2017-18 for which company is in the process of taking appropriate actions.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost accounting records maintained by the Company in respect of its radio business are required to be audited. The Board of Directors had, on the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) to audit the cost accounting records of the Company for the financial year 2017- 18 at a remuneration of Rs.25,000/- p.a. plus applicable taxes.
M/s. K. G. Goyal & Associates, Cost Accountants are also re-appointed by the Company as Cost Auditors for the FY 2018-19 at the same remuneration. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking memberâs ratification for the remuneration payable to M/s. K. G. Goyal & Associates for FY 2018-19 is included in the Notice convening the Annual General Meeting.
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 up to date, are given in âAnnexure Eâ to this Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a. conservation of energy
(I) Steps taken or impact on conservation of energy:
The Company has continued its efforts to improve energy efficiency measures with more vigour and gravity. Steps undertaken during the year to conserve energy include:
1. Conducted energy audits at different locations for optimizations of power cost.
2. Post implementation of recommendations derived from the above said energy audit at 13 print locations, the Company has managed to achieve energy savings of 987172 KWH in the FY 2017-18, despite an increase in print activity.
3. Energy Cost Optimization through conversion from conventional to LED Light, arrested all air leakages and installed VFD on K35 press & air compressors at MP Printer, Noida.
(II) Steps taken by the Company for utilising alternate sources of energy:
1. Implemented a Solar PV plant installation at one of its premium locations, which is likely to be operational soon.
2. GMG Ink Optimization Application installed -PAN India
3. Migration from LPG to PNG for Fuel cost optimization at MP Printer, Noida
(III) Capital investment on energy conservation equipments:
During the year, the Company has invested Rs.1.011 million on procurement and installation of branded LED Lights across the Companyâs various locations.
B. TECHNOLOGY ABSORPTION
Efforts made towards technology absorption and Benefits derived like product improvement, cost reduction, product development or import substitution:
1. Conservation of water and energy.
2. No disposal of polluting effluents to mother earth.
I n case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):
Nil / Not Applicable
Expenditure on R & D:
Nil
C. FOREIGN EXCHANGE EARNINGS AND OuTGO
Your Company earned Foreign Exchange of Rs.380 million (Previous Year Rs.391 million). The financial expenses in foreign exchange during the year was Rs.13.5 million (Previous Year Rs.15.7 million) and on account of advertisement, travelling, maintenance and other expenses was Rs.37 million (Previous Year Rs.115 million).
DEMAT SUSPENSE ACCOUNT
During the year under review, the Company has transferred to the IEPF Suspense Account a total of 2,868 shares on which no dividend had been claimed for seven (7) consecutive years. Out of these 2,868 shares, 217 shares of 5 shareholders that were lying in Demat Suspense Account of the Company as on 31st March, 2017 since the Initial Public Offer of the Company in January, 2010 were also transferred to the IEPF Suspense Account as mandated under IEPF rules.
Shareholders are requested to note that even after the transfer to IEPF as abovesaid, the unclaimed dividend amount and the shares transferred to IEPF Suspense Account, both, can be claimed by making an online application in Form I EPF-5 and sending the physical copy of the same duly signed (as per registered specimen signature) along with requisite documents enumerated in the said Form I EPF-5 to the Company at its registered office or to the RTA.
The IEPF Rules and the application form (Form IEPF-5), as prescribed by the Ministry of Corporate Affairs, are available on the website of the Ministry of Corporate Affairs at www. iepf.gov.in.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe rulesâ), all the unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years.
Further, according to the said Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred such shares to IEPF Authority. The Company will continue to transfer such unclaimed dividend and corresponding shares to IEPF Authority as mandated in future the details of which will be provided on its website viz. www.bhaskarnet.com.
GENERAL
Your Directors state that no disclosure is required in respect of the following matters as there were no transactions in relation thereto, during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of sweat equity shares.
3. Non-exercise of voting rights directly by the employees in respect of shares purchased under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
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.
POLICY REGARDING PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE
The Company has constituted an Internal Complaints Committee (ICC) which looks into complaints of sexual harassment. The victim or a person on victimâs behalf may lodge a formal complaint by writing a mail to icc@dbcorp. in / [email protected] or by calling on the hotline number 18001032931.
During the year only one complaint was received by the Company on 20 March, 2018 which was attended to and closed on priority in April, 2018.
No. of complaints received during the year: 1
No. of complaints disposed off: Nil
No. of complaints pending at the end of the year: 1 (which was disposed off in April, 2018)
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
People Connect:
Your Company fosters a culture of employee and their family wellbeing by offering various types of policies and employee benefits. Policy on Hiring of Relatives of Employees, Re-hire policy, Salary Advance Policy, Ramesh Chandra Agarwal Scholarship, Saubhagyawati Bhav (Marriage assistance for employeeâs daughter), Shubh Laxami (good gesture on birth of baby girl), Sparsh (good gesture on birth of baby boy), Employee Group Mediclaim Insurance, Group Personal Accident Policy, Mediclaim for Parents & Parents-in-law, Aapaat Nidhi are some of them.
Highlights of some of these policies are given below:
- Ramesh Chandra Agarwal scholarship is for the children of employees drawing salary upto Rs.30000 per month and have worked in the organisation for two years and more. This is bestowed as a onetime scholarship of Rs.1 lakh for the meritorious girl child of the employees who scores more than 90% marks in class 12th exam and as a onetime scholarship of Rs.30,000 for the meritorious children of the employees who score more than 86% marks in class 12th exam.
- sukanya samridhi account for the children of employees drawing salary upto Rs.30,000 per month and have worked in the organisation for five years and more : Company helps in opening Sukanya Samriddhi account (as per Government scheme by this name) by giving Rs.31,000 on the birth of girl child of the employees.
- Aapaat Nidhi : An exigency fund is maintained to support the employees and their families in any medical exigency and death of an employee.
With emphasise on people care, the companyâs motto âDB Caresâ is proved when the company offers some unique benefits for its employees and their families in the form of the above-mentioned policies. The management believes that familyâs happiness leads to more productive and engaged employee.
Employee Empowerment:
The Company has conceptualised and implemented various human resource policies towards betterment of its over 11,000 employees. These include Talent Attraction and acquisition policy, Centralised Induction & On-boarding policy, Performance Management System, Career & Succession Planning, Potential to Growth (P2G) policy amongst others.
The Company provides a culture of freedom for the employees where an employee is able to speak his / her mind for the organizational improvements. The Leaders conduct âLetâs Chatâ meetings to provide a platform to the team where they can share their concern and get solutions.
Year 2017-18 witnessed our journey from PeopleSoft to SuccessFactors as HRIS tool. The system is an automated interface helping the employees as well as the Managers for their attendance, salary, performance appraisal, productivity, dashboard etc.
The Company places a strong emphasis on the work ethics in order to foster a healthy corporate culture in the Company. It has always believed in adhering to the best governance practices to ensure protection of its stakeholdersâ interests in tandem with healthy growth of the Company. With this belief, the Company has adopted a Code of Conduct which extends to all its Board Members and Senior Management personnel. Additionally, the Company has framed a policy which deals with Code of Conduct by all the employees across the levels, including its subsidiaries. The Code intends to forbid any activity / association / relationship by Directors / employees which is detrimental to the Companyâs interest.
The corporate governance framework is further supported by a Whistle Blower Policy which serves as a mechanism for its directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The complainant can blow the whistle by calling on hotline number 18001032931 or sending a mail to [email protected].
Company has also formed an Ethics Committee to work towards identifying quick and consistent actions and timely closure of complaints received and investigated by vigilance department.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their thankfulness and profound gratitude to the Shareholders, Banks, Financial Institutions, Clienteles, Vendors, Central / State Governments and other governing authorities; for their support, continued backing, 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
DIN: 00051407 DIN: 00465092
Place: Mumbai
Date: 19th July, 2018
Encl.: Annexure A to E
Mar 31, 2017
To
The Members,
D. B. Corp Limited
The Directors have pleasure in presenting to you the 21st Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2017.
FINANCIAL HIGHLIGHTS (STANDALONE RESULTS)
Rs, in Mn.
|
PARTICULARS |
2016-17 |
2015-16 |
|
Revenue from operations |
22574 |
20482 |
|
Other Income |
172 |
242 |
|
Total Revenue |
22746 |
20724 |
|
Operating expenditure |
16130 |
15100 |
|
EBIDTA |
6616 |
5624 |
|
EBIDTA Margin |
29.09% |
27.14% |
|
Finance Cost |
74 |
138 |
|
Depreciation & Amortization |
862 |
852 |
|
Total Expenditure |
17067 |
16090 |
|
Profit Before Tax |
5680 |
4634 |
|
Provision for Current Tax, Deferred Tax & Other Tax Expenses |
1907 |
1678 |
|
Profit After Tax (PAT) |
3773 |
2957 |
|
PAT Margin |
16.59% |
14.27% |
FINANCIAL HIGHLIGHTS (CONSOLIDATED RESULTS)
Rs, in Mn.
|
PARTICULARS |
2016-17 |
2015-16 |
|
Revenue from operations |
22580 |
20493 |
|
Other Income |
170 |
241 |
|
Total Revenue |
22750 |
20735 |
|
Operating expenditure |
16158 |
15145 |
|
EBIDTA |
6592 |
5590 |
|
EBIDTA Margin |
28.97% |
26.96% |
|
Finance Cost |
74 |
138 |
|
Depreciation & Amortization |
863 |
853 |
|
Total Expenditure |
17095 |
16136 |
|
Profit Before Tax |
5654 |
4599 |
|
Provision for Current Tax, Deferred Tax & Other Tax Expenses |
1907 |
1678 |
|
Profit After Tax (PAT) |
3748 |
2921 |
|
PAT Margin |
16.47% |
14.09% |
|
Dividend as % of Paid-up Share Capital |
40% |
110% |
REVIEW OF PERFORMANCE, OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK
India as one of the fastest growing economy of the world, demonstrated strong resilience on the face of global slow growth environment. The below par performance of the international economy was reflected in a slowdown in growth in most emerging and developing economies driven by weaker capital inflows and subdued trade. India remained fairly insulated but consumer spending remained subdued in the early part of the year that saw an upturn of commodity prices after a year of deflation. Thereafter, the gradual recovery of the markets was impacted by the demonetization drive that affected liquidity conditions particularly in the December & March quarter. On an overall basis, this fiscal was a period of moderate growth rates across all categories reflecting an operating environment marked by slow growth, volatile input costs and heightened competitive intensity.
D. B. Corp Limitedâs performance for the fiscal 2016-17 needs to be viewed in the context of aforesaid economic and market environment forces. D. B. Corp Limited (âDBCLâ) delivered another year of resilient performance aided by strong market development strategies, establishment of long term customer relationships and well planned execution of sharper on-ground marketing efforts.
Your Company maintained its focus on editorial strategy which has led to significant improvement in quality of editorial content, greater readership delight and growth. This year, DBCL became Indiaâs largest circulated multi-edition daily declared by the âPress In India Report 2015-16 prepared by Registrar of Newspapers of India (RNI)â released by Mr. Venkaiah Naidu, Hon. Minister for Information and Broadcasting, Government of India. Dainik Bhaskar also maintains, its position as the worldâs fourth largest circulated news daily as reported by WAN-IFRA 2016. These are significant operating milestones for your company that acknowledges our expanding reach, the success of our business strategies and our leadership position in the Indian media industry. Dainik Bhaskar also became Indiaâs probably only ISO-9001:2015 Certified Newspaper, a noteworthy certification for Quality Management Circulation Distribution Systems demonstrating your companyâs excellence in operations and internal efficiencies.
As part of other significant developments:
- Dainik Bhaskar launched the Surat edition with great success. In Surat Dainik Bhaskar caters to the cityâs non-Gujarati speaking audience which is about 50% of the cityâs population of 58 lakh.
- Your Company also rolled out all 13 newly acquired FM radio stations in record time, expanding its presence in 7 states across 30 cities.
- As part of DBCLâs digital business, www.dainikbhaskar.com the largest Hindi News Website continues to secure the No. 1 spot in Hindi News and www.divyabhaskar.com continues to remain #1 Gujarati website. Dainik Bhaskar is the 2nd largest news site in India across language sites and continues to attract large viewership.
- The digital business with 13 internet portals and 2 Mobile Apps in 4 languages continues to focus on strengthening viewer engagement, resulting into 90.1 million Unique Visitors (UV) and 2.8 billion Page Views in March 17.
Print Business
During the period under review, the Indian economy showed an improvement over 2015-16, but continued to grow at a slower pace. DBCL had undertaken an advertising yield strategy to supplement revenue growth by taking a substantial hike in advertising rates in FY 2015-16. We are happy to report that it has delivered favorable response with advertising revenue witnessing a growth of around 6.45% and circulation revenue registering a growth of around 10.52%.
Performance highlights of your Company during the year under consideration are as follows:
-Standalone revenue from operations and other income was '' 22,746 million witnessing a growth of 9.76% as compared to '' 20,724 million in the previous year
- Standalone advertising revenue grew 7.84% to '' 15974 million, which includes revenue from print, radio and digital media business.
- Circulation revenue grew by 10.52% to '' 4814 million from '' 4356 million, largely driven by rate growth. Circulation revenue has witnessed CAGR growth of around 15% for last 5 years, largely driven by rate growth.
- The consolidated gross revenue increased by 9.7% to '' 22,750 million, EBIDTA increased by 17.9% to '' 6,592 million and PAT increased by 28.3% to '' 3,748 million over the last fiscal period.
- The standalone gross revenue increased by 9.8% to '' 22746 million, EBIDTA increased by 17.6% to '' 6,616 million and PAT increased by 27.6% to '' 3,773 million over the last fiscal period.
- EBIDTA margin of matured business stands at 31.14%.
Emerging Editions / Business
In order to analyze the performance of the Company, its divisions / editions are segmented into emerging and matured editions / business, as any new edition / business launched takes long for stabilization and for earnings.
Emerging editions are classified as those editions which are below four years of age or which have turned profitable in last four consecutive quarters, whichever is earlier.
Review of Performance of Emerging Editions/ Business Summary Financials (Rs, in Mn.) (Standalone Results)
Rs, in Mn.
|
PARTICULARS |
Emerging Editions & Businesses |
Matured Business |
Total |
||
|
FY 2016-17 |
|||||
|
Turnover |
|||||
|
- Advt. Revenue |
408 |
15567 |
15974 |
||
|
â Sales |
184 |
4630 |
4814 |
||
|
- Others |
75 |
1884 |
1958 |
||
|
Total Income |
666 |
22080 |
22746 |
||
|
Newsprint Cost |
401 |
6208 |
6609 |
||
|
Opex |
524 |
8998 |
9522 |
||
|
Total Cost |
925 |
15205 |
16130 |
||
|
EBIDTA |
(259) |
6875 |
6616 |
||
|
EBIDTA Margin (%) |
(38.87%) |
31.14% |
29.09% |
||
|
Interest |
2 |
73 |
74 |
||
|
Depreciation |
46 |
816 |
862 |
||
|
PBT |
(307) |
5987 |
5680 |
||
|
PBT Margin (%) |
(46.03%) |
27.11% |
24.97% |
For FY 2016-17, the emerging editions include editions in newly launched states of Maharashtra and Bihar, Mobile app and also newly launched e-real estate division during FY 201516. Due to shifting of Jahrkhand and most part of Maharashtra in Mature category, Emerging business revenues are not yearly comparable. At the same time, mature business has reported EBIDTA Margin at 31.14%.
Radio Business
94.3 MY FM is one of the largest radio network of the Tier II and Tier III cities, spread across seven states and 30 cities (including the newly launched 13 radio stations under batch 1 of phase III in the current year) commanding a leadership rank in almost all of its markets, both in terms of listenership as well as retail market share.
The Radio Business continued to perform exceptionally well in this financial year. Total income of the division increased from Rs, 1076 million during the previous year to Rs, 1273 million reporting a growth of 18.28%, one of the best among the Radio players. EBIDTA has grown by 19.6% at Rs, 478 million and EBIDTA margin is 37.55 %, the highest in the industry.
Digital Business
The digital business recorded a phenomenal 24% growth in total income to Rs, 567 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. DB Digital saw a phenomenal growth in FY 2016-17 in terms of Unique Visitors (UV) and Page per Visit (PV). DB Digital subsuming of thirteen digital portals has reported 90.1 million UVâs and 2.8 bn PVâs. Dainik Bhaskar & Divya Bhaskar app has collectively reached 9.2 million app downloads till March 2017.
MAJOR EVENTS DURING THE YEAR
- Dainik Bhaskar was awarded ISO-9001:2015 certification for Quality Management Systems in its newspaper distribution function and is probably the only newspaper organization in India to receive such certification.
- As per Press In India Report 2015-16 prepared by Registrar of Newspapers of India (RNI), Dainik Bhakar becomes the nationâs largest circulated multi-edition daily.
- Dainik Bhaskar launched Surat Edition catering to a large cosmopolitan readership base of about 28 lakh non-Gujarati speaking population.
- 94.3 MY FM completed fastest roll out of all 13 newly acquired stations under batch I of Phase III.
- www.Dainikbhaskar.com the largest Hindi News Website continues to secure the No. 1 spot in Hindi News and www.Divyabhaskar.com continues to remain #1 Gujarati website
- DB Corp continues to maintain to be ranked as the worldâs fourth largest circulated news daily by WAN- IFRA Report 2016.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR has always been an integral aspect of DBCLâs operations, identity and position as Indiaâs largest media conglomerate. As one of Indiaâs most admired and acknowledged corporations,
DBCL has an abiding vision to serve larger national priorities. Therefore, your Company has been pursuing innovative strategies to synergize the creation of greater shareholder value along with dedicated focus on strengthening societal and environmental capital. We have been delivering sustainable solutions to maximize human development through its CSR programmes spanning education, health, women and children upliftment, environmental sustainability programs, healthcare, etc.
A brief outline of the CSR policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in âAnnexure Aâ to this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on the website of the Company.
During the year, the Company incurred an expenditure of '' 73.6 million on CSR activities as against the required spend of '' 94.5 million. The Company could not spend the balance required amount on account of non-availability of appropriate, meaningful and concrete CSR projects. 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 is spent on concrete CSR activities.
AWARDS AND ACCOLADES
Awards do not only acknowledge success, they are an important reinforcement of your companyâs search for excellence, passion and expertise. Your Company was conferred with as many as 124 awards during FY 2016-17 under various segments of its business for its campaigns, CSR projects, content marketing, effectiveness in publication & media and print innovations, Best Use of CSR practices in Media & Entertainment, Best Branded Content, Best Contextual Newspaper advertising, Best use of celebrity endorsement, Best Public Awareness Programme, etc. These include 16 Asian Customer Engagement Forum Awards (11 Gold, 3 Silver and 2 Bronze), 5 BIG BANG Awards and 18 ACEF Awards (Marketing Capabilities, CSR and Rural Marketing Awards).
DIVIDEND
The Company has during the year under review, paid an Interim Dividend @ 40% (i.e. '' 4/- per equity share of the face value of ''10/- each) which was declared by the Board and paid on 7th February, 2017.
The management is evaluating different and efficient avenues for distribution of income for which it prefers to conserve resources. Hence, no Final Dividend has been recommended by the Board of Directors for FY 2016-17.
The total amount of dividend paid during the FY 2016-17 is '' 735 million as against '' 2,021 million for the previous financial year.
DIVIDEND DISTRIBUTION POLICY
In line with Regulation 43A of the SEBI Listing Regulations, the Company has framed a Dividend Distribution Policy which was approved by the Board of Directors at its meeting held on 20th October, 2016. The Policy lays down a framework for considering decisions by the Board of the Company with regard to distribution of dividend to the shareholders and/ or retaining or plough back of its profits. A copy of the Policy has been attached as âAnnexure Bâ to this report and the same is also available for viewing on the Companyâs website and can be accessed at: http://investor. bhaskarnet.com/paaes/corporateaovemance.php?id=6
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Kailash Chandra Chowdhary, Independent Director of the Company stepped down from his directorship on the Board from 19th October, 2016. The Board places on record its gratitude for the valuable services rendered by Mr. Chowdhary throughout his long association with the Company.
Mr. Ramesh Chandra Agarwal, Chairman of the Company passed away for heavenly abode on 12th April, 2017. The Company lost a valued and a strong, forward-thinking and generous leader. His dedication and commitment to the Company and his can-do spirit has helped the Companyâs brand value grow multiple-folds. The Directors place on record their profound grief on his death and gratefully acknowledge his noted contributions to the media and publishing industry.
On account of his death, Mr. Ramesh Chandra Agarwalâs position as member of the Nomination and Remuneration Committee and Executive Committee of the Board stands vacated.
Pursuant to Section 152 of the Companies Act, 2013 (the âActâ) and the Articles of Association of the Company, Mr. Girish Agarwal (DIN: 00051375), Non- Executive 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.
A detailed profile describing the skills / expertise and other qualifications of Mr. Girish Agarwal has been provided in the Explanatory Statement annexed to the Notice which may be taken as forming a part of this Report. The Board recommends and seeks your support for his re-appointment.
The Company has received declarations from the Independent Directors (âIDsâ) that they meet with the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations.
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.
BOARD MEETINGS
During the year under review, the Board met 4 (four) times, the details of which are given in the Corporate Governance Report which may be taken as forming a part of this Report.
COMMITTEES OF THE BOARD
The Board of Directors functions through the following committees constituted in terms of the provisions of the Companies Act, 2013 and SEBI Listing Regulations:
|
Audit Committee |
Stakeholdersâ Relationship |
|
Committee |
|
|
Nomination and Remuneration |
Corporate Social Responsibility |
|
Committee |
Committee |
|
Compensation 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 are given in the Corporate Governance Report which may be taken as forming a part of this Report.
BOARD EVALUATION
The Board has evaluated the performance of every director on the Board based on the parameters listed out in the âPolicy on Performance Evaluation of the Boardâ framed by the Nomination and Remuneration Committee. The evaluation of the Board and its Committees has also enabled them to map out the degree of fulfillment of responsibilities of the Board as a whole and its Committees. A brief report describing the manner and process in which such evaluation was conducted has been explained in the Corporate Governance Report which may be taken as forming a part of this Report.
POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KMPs AND OTHER EMPLOYEES
The Nomination and Remuneration Committee of the Company has laid down a policy to enable the selection, appointment and remuneration of Directors and the Senior Management of the Company. The Policy also outlines the basis for determining qualifications, positive attributes, expertise and independence of a director and sets out to ensure that the interests of the executives are aligned with the Companyâs long term interests by setting performance benchmarks and devising remuneration policies to help the Company retain and attract experienced and qualified executives at the Senior Management level.
The detailed policy is given in the Corporate Governance Report which may be taken as forming a part of this Report.
EXTRACT OF ANNUAL RETURN
The details prescribed and required under Section 92(3) of the Companies Act, 2013 constituting the extract of the Annual Return is attached as âAnnexure Câ to this Report.
RISK MANAGEMENT
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Risk management framework is reviewed periodically by the Board and Audit Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.
The risk management framework adopted and implemented by the Company is given in the Corporate Governance Report which may be taken as forming a part of this Report.
INTERNAL CONTROLS SYSTEM AND ITS AQEQUACY
Your 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.
During FY 2016-17 your Company had appointed external agency to assist in re-evaluating and testing its internal financial controls which encompassed review, reclassification and rationalization of controls.
Independent chartered accountants / firms appointed at various locations of the Company conduct periodical reviews, surprise audit, physical verification of inventory, etc. for this purpose. They evaluate operational efficiencies, safeguards taken for utilization of the Companyâs assets, assessment of efficacy of accounting system, provide suggestions on how to improve the overall structure and practices of operations of the companyâs business, scope of improvement in matters related to documentation / statutory obligation, etc. The internal auditors place forth their report to the Audit Committee which is reviewed by it quarterly.
VIGIL MECHANISM
Your Company provides a common platform to its employees and directors for complaint handling in the form of whistle-blowing (vigil) mechanism. This mechanism enables them to report critical concerns or genuine grievances about any incidence of fraud, misconduct, violation/potential violation of laws and policies, etc. The mechanism lays down the principles and standards governing the actions of the Company and its employees and provides an overall framework for reporting suspected incidents and violations. The details of this mechanism are given in the Corporate Governance Report which may be taken as forming a part of this Report. The same is also available for viewing on the website of the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 have been given separately in the financial statements of the Company read with Note 28 in the Notes to Accounts which may be read in conjunction with this Report.
TRANSACTIONS WITH RELATED PARTIES
All related party transactions entered into during the financial year were at armâs length terms. Also, there have been no materially significant related party transactions that were entered into by the Company with its related parties. Hence, the Company is not required to attach the prescribed Form AOC - 2 to the Annual Report of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed:
1. t hat in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. t hat 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, 2017 and of the profit of the Company for the year ended as on that date;
3. t hat 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. t hat the directors had prepared the annual accounts for the financial year ended 31st March, 2017, on a âgoing concernâ 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. t hat 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 Company has 2 subsidiaries as on 31st March, 2017. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
Performance / Business highlights
The performance / business highlights of the subsidiaries of your Company during the financial year 2016-17 are as follows:
1. I Media Corp Limited (IMCL)
IMCL which is housing the event business of the Company recorded a total income of '' 9.1 million and EBIDTA Loss of '' 0.6 million for the year under consideration. This subsidiary functions in co-ordination with radio division and carries out events across My FM station cities.
During the year under review, your Company has diluted its entire shareholding in IMCL to DB Infomedia Pvt. Ltd. (DBIPL) for a lumpsum consideration, thereby making it a step-down subsidiary of your Company and a wholly-owned subsidiary of DBIPL.
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 2014-15, its operations involved only setting up activities with EBIDTA loss of '' 19 million in the current financial year as compared to EBIDTA Loss of '' 42 million during the previous period from 16th February, 2015 to 31st March, 2016.
During the year, your Company consolidated its shareholding held in DBIPL by purchase of 5,000 shares from the minority shareholder. The said purchase was in accordance with the terms of Share Subscription and Shareholdersâ Agreement dated 16th April, 2015 executed by the Company with the minority shareholder and DBIPL. Consequent to the purchase, DBIPL has become wholly-owned subsidiary of your Company.
As reported earlier, DBIPL has become Holding Company of IMCL by virtue of acquisition of the entire shareholding of IMCL from your Company for a lumpsum consideration.
During the year under review, the Board of Directors of DBIPL in compliance with the provisions of Sections 42, 55 and 62 of the Companies Act, 2013 read with rules made there under allotted 6,80,000 (Six Lakh Eighty Thousand) 7.5% Redeemable Preference Shares of face value of ''100/-(Rupees One Hundred) each aggregating to '' 6,80,00,000/-(Rupees Six Crore Eighty Lakh Only) on private placement basis to your Company. The said allotment was made in order to mobilize funds for the general business purposes of DBIPL.
As per the terms of Share Subscription and Shareholdersâ Agreement executed by your Company with DBIPL and the minority shareholder, the Company had subscribed to 10,00,000 (Ten Lakh) 0.01% Compulsorily Convertible Debentures (CCDs) of ''10/- each. As per the terms of issue, the said CCDs were converted into equivalent number of equity shares and accordingly 10,00,000 equity shares of face value of ''10/- each were allotted to your Company by the Board of DBIPL.
Composite Scheme of Arrangement and Amalgamation between I Media Corp Limited (Transferor Company),
DB Infomedia Private Limited (Demerged Company / Transferee Company) and D. B. Corp Limited (Resulting Company)
During the year under review, upon recommendations of the Audit Committee, the Board of Directors at its meeting held on 19th January, 2017 approved a Composite Scheme of Arrangement and Amalgamation between your Company and its subsidiaries; I Media Corp Limited (IMCL / Transferor Company) and DB Infomedia Private Limited (DBIPL / Demerged Company / Transferee Company). Under this Composite Scheme, IMCL was proposed to be amalgamated into DBIPL and thereafter, the Internet Business of DBIPL was to be hived-off / demerged into your Company. The said Composite Scheme was approved by the Board of respective subsidiary companies as well.
However, at the meeting held on 18th May, 2017, the Board of Directors upon recommendation of the Audit Committee, re-evaluated the validity of the above Scheme and came to the conclusion that in light of the current business environment, the proposed Composite Scheme will no longer give any extra benefits to the Company and its stakeholders. Hence, a decision was taken to withdraw the Composite Scheme of Arrangement and Amalgamation as aforesaid and not to be acted upon further.
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 a part of this Report.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is given separately which may be taken as forming a part of this Report. A Certificate, as prescribed, from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance is attached to the said Report.
BUSINESS RESPONSIBILITY REPORT
A report on Business Responsibility as stipulated under Regulation 34 of the Listing Regulations is given separately which may be taken as forming part of this report.
EMPLOYEES'' STOCK OPTION SCHEMES
The Company had granted Stock Options to its employees under the âDBCL - ESOS 2008â, âDBCL - ESOS 2010â and âDBCL - ESOS 2011â (Tranches 1 to 5). The Compensation Committee of the Board of Directors, constituted in accordance with the SEBI Guidelines, administers and monitors these schemes. The stock option schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (âEmployee Benefits
Regulationsâ) and there have been no material changes to these schemes during the financial year.
The details required to be disclosed in terms of Regulation 14 of the Employee Benefits Regulations are placed on the Companyâs website and can be accessed at: http://investor. bhaskarnet.com/pages/corporategovernance.php?id=6
Your Company has obtained a certificate from the Auditors certifying that the said Employee Stock Option Schemes have been implemented in accordance with the Employee Benefits Regulations 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, as prescribed which is also attached to this Report.
STATUTORY AUDITORS
Section 139(2) of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, as amended, states that no listed company can appoint an audit firm for more than two terms of five consecutive years. The Rules also lay down the transitional period that can be served by the existing auditors depending on the number of consecutive years for which an audit firm has been functioning as auditor in the same company. The incumbent 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) have served the Company for over 10 years before the Companies Act, 2013 was notified and will be completing the maximum number of years of transitional period (3 years) at the ensuing AGM.
Accordingly, the existing Joint Statutory Auditors of the Company viz. M/s. S. R. Batliboi & Associates LLP and M/s. Gupta Navin K. & Co. will retire at the forthcoming Annual General Meeting and they do not seek re-appointment for the next financial year.
In place of the retiring Auditors, the Board of Directors recommends the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) and M/s. Gupta Mittal & Co. (Firm Registration No. 009973C) as the new Joint Statutory Auditors of the Company to assume office from the conclusion of ensuing 21st Annual General Meeting till the conclusion of 26th Annual General Meeting (subject to ratification by the shareholders at every Annual General Meeting, as prescribed).
The proposed Joint Statutory Auditors viz. M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co. have confirmed that their appointment, if approved by the members, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 139 of the said Act.
Necessary resolution for the appointment of Statutory Auditors is included in the Notice convening the 21st Annual General Meeting for seeking the approval of the members of the Company. The Board recommends their appointment.
Auditorsâ report
The Auditorsâ Report does not contain any qualifications, reservations, or adverse remarks.
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.
Secretarial Auditorsâ report
The Secretarial Audit Report given by the Secretarial Auditor is attached as âAnnexure Dâ to this Report.
The Secretarial Auditor of the Company has in its report observed that the Company was not in compliance with Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 with regard to appointment of woman director on the Board of Directors of the Company for the period from 1st April, 2016 to 21st June, 2016.
In this regard, the Company would like to clarify that the default in appointment was on account of non-receipt of mandatory approval from the Ministry of Information and Broadcasting (âMIBâ). Since this approval has to be prior and had not been received since long, the Board was not able to appoint a Woman Director in spite of identification of the candidate. Consequent to receipt of approval from MIB, Ms. Anupriya Acharya was appointed as an Additional Independent Director w.e.f. 22nd June, 2016.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost accounting records maintained by the Company in respect of its radio business are required to be audited. The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) to audit the cost accounting records of the Company for the financial year 2016- 17 at a remuneration of '' 25,000/- p.a. plus applicable taxes.
M/s. K. G. Goyal & Associates, Cost Accountants are also re-appointed by the Company as Cost Auditors for the FY 2017-18 at the same remuneration. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking memberâs ratification for the remuneration payable to M/s. K. G. Goyal & Associates for FY 2016-17 & FY 2017-18 is included in the
Notice convening the Annual General Meeting.
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 there under as amended up to date, are given in âAnnexure Eâ to this Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
(I) Steps taken or impact on conservation of energy:
The Company has continued its efforts to improve energy efficiency measures with more vigor and depth. Steps taken during the year to conserve energy include:
1. Conduct of energy audits at 22 print locations to identify opportunity areas in energy conservation.
2. Migration to LED lights at 43 offices across India thereby resulting in energy savings of 1597934 KWH.
3. Migration of desktops to Thin Clients at various business locations thereby resulting in savings of 3616 KWH of energy.
(II) Steps taken by the Company for utilizing alternate sources of energy:
In order to utilize the renewable energy source, the Company is exploring the possibility of installing solar power plants at its major plants.
(III) Capital investment on energy conservation equipments:
During the year, the Company has invested '' 5 million on migration to LED lights at 43 offices across India.
B. Technology Absorption
(I) Efforts made towards technology absorption:
1. Complete migration to use of chemistry free printing plates.
2. Hired Ernst & Young (EY) as Consultant to study the complete IT landscape and suggest the futuristic architecture and investment in upcoming technologies.
3. Adopted Cloud technologies and reduced In Prem Infra, migrated In Prem Mailing server to enterprise google mail and adopted Google Suite for collaboration.
(II) Benefits derived like product improvement, cost reduction, product development or import substitution:
1. Conservation of water and energy.
2. No disposal of polluting effluents to mother earth.
3. Matrix
Matrix workflow enabled in mobile using Google Speech API. 1250 journalists now use their speech instead of typing with 97% accuracy in Hindi.
4. QlikView - AS BI Tool
Developed dashboards for Sales, Finance and Production verticals using data from a single source which is SAP.
5. SAP
All processes of all modules were automated this year in compliance of IFC requirements.
(III) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
1. The details of technology imported: The Company has not imported any technology during the last three financial years.
2. The year of import: Not applicable
3. Whether the technology has been fully absorbed: Not applicable
4. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable
(IV) Expenditure on R & D:
Nil
C. Foreign Exchange Earnings and Outgo
Your Company earned Foreign Exchange of '' 391 million (Previous Year '' 321 million). The financial expenses in foreign exchange during the year was '' 16 million (Previous Year '' 13 million) and on account of travelling and other expenses was '' 115 million (Previous Year '' 102 million).
DEMAT SUSPENSE ACCOUNT
Your Company reports that 217 shares issued and allotted in January, 2010 to 5 shareholders under the public issue of the Company have remained unclaimed and are lying in the âDemat Suspense Accountâ 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 the outstanding shares in the suspense account lying as on 1st April, 2016 |
5 shareholders / 217 shares |
|
(ii) Number of shareholders who approached the Company for transfer of shares from suspense account during the financial year 2016-17 |
Nil |
|
(iii) Number of shareholders to whom shares were transferred from suspense account during the financial year 2016-17 |
Nil |
|
(iv) Aggregate number of shareholders and the |
5 shareholders |
|
outstanding shares in the suspense account lying as on 31st March, 2017 |
/ 217 shares |
MATERIAL CHANGES/COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
As reported above, upon recommendation of the Audit Committee, the Board of Directors at the meeting held on 18th May, 2017, decided to withdraw the Composite Scheme of Arrangement and Amalgamation between your Company and its subsidiaries; I Media Corp Limited (IMCL / Transferor Company) and DB Infomedia Private Limited (DBIPL / Demerged Company / Transferee Company) which was earlier approved by the Board on 19th January, 2017. Accordingly, the scheme will not to be acted upon further.
GENERAL
Your Directors state that no disclosure is required in respect of the following matters as there were no transactions in relation thereto, during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of sweat equity shares.
3. Non-exercise of voting rights directly by the employees in respect of shares purchased under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
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.
POLICY REGARDING PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE
During the year, 2 complaints about sexual harassment were received by the Company which were attended to and closed on priority.
No. of complaints received : 2
No. of complaints disposed off : 2
No. of complaints pending at the end of the year : Nil
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The focus of people agenda in FY 2016-17 was grooming the in-house talent, retention of key personnel and building talent pipeline for the future. With an intent of grooming the in-house talent and building future pipeline, Talent Management initiatives âMILEâ and âEDGEâ were introduced which helped in providing career advancement opportunities to the in-house talent and reducing attrition. Under these initiatives, employees were nominated to some of the best educational institutes in the Country like ISB and IIMs. IIM Ahmadabad was also engaged to conduct couple of customized programmes for Ad Sales function.
To strengthen the implementation and making the execution of HR processes people friendly, implementation of Success Factors was initiated.
With more than 1 1,000 people on board, your Company continues to remain one of the largest employer in the Media Sector in the Country. It continued to touch employeesâ lives through our unique policies like âShubh Laxmiâ, âSaubhagyawati Bhavâ and âSparshâ.
The initiatives taken in FY 2016-17 for building talent pipeline and retention will form the major HR agenda for the next year as well.
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
DIN: 00051407 DIN: 00465092
Place: Mumbai Date: 18th May, 2017
Encl.: Annexure A to E
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
Mar 31, 2009
The Directors are delighted to present the thirteenth Annual Report of
your Company for the year ended March 31, 2009.
Financial Highlights (Rs. in Lacs)
Particulars 2008-09 2007-08
Sales & Other Income 93243.35 85058.88
EBITDA 16180.12 20310.46
Financial Expenses 3268.71 2427.37
Depreciation/ Amortisation 1779.49 1468.65
Profit Before Tax 11131.92 16414.44
Provisions for Current Tax,
Deferred tax & other Tax Expenses 4284.31 6274.59
Profit for the Year After Tax 6847.60 10139.85
Proposed Dividend 843.95 843.95
REVIEW OF PERFORMANCE:
Your Directors would like to inform that despite tough market
conditions, your company could achieve satisfactory results for the
financial year ended on March 31, 2009. The brief highlights of the
performance during the said period are as under:-
The Sales & Other income have witnessed a growth of over 9.62% at Rs.
932.43 Crores, compared to Rs. 850.58 Crores in the previous year.
The EBIDTA saw a decline of Rs. 41.30 crores. It stood at Rs. 161.80
Crores, compared to Rs. 203.10 Crores in the previous year.
The profit after tax declined by 32.47% to Rs. 68.48 Crores, compared
to Rs. 101.40 Crores in the previous year.
Further, for the year ended on March 31, 2009, the consolidated revenue
of your company increased to Rs 960.99 Crores from Rs. 862.70 Crores in
the previous year, registering a growth of over 11.39%.
MANAGEMENT DISCUSSION
The newspaper industry has extremely high costs of entry into new
markets. New editions of newspapers usually make losses for the first
two to four years of operation due to heavily subsidized cover prices
and high marketing costs coupled with initial low advertisement
revenues. Over time, new editions mature and eventually achieve the
profitability levels which they are expected to achieve in the longer
term.
Therefore for analyzing performance of the company we divide our
editions into emerging & mature. The following table provides
information about the emerging editions, to show business potential of
the company:
(Rs. in Lacs)
SUMMARY FINANCIALS
PARTICULARS Emerging Matured Editions Total
Editions & Others
FY 09 FY 09 FY 09
TURNOVER
PUBLISHING
Advt Revenues 502.84 6476.29 6979.13
Sales 237.95 1912.98 2150.94
Other Income 2.34 191.93 194.27
TOTAL INCOME 743.13 8581.20 9324.34
News Print Cost 664.40 3409.99 4074.40
Opex 608.88 3023.04 3631.92
Total Cost 1273.29 6433.03 7706.32
EBITDA (530.15) 2148.17 1618.01
EBIDTA % -71.3% 25.0% 17.4%
Interest 27.83 299.04 326.87
Depreciation 31.04 146.91 177.95
PBT (589.02) 1702.21 1113.19
PBT % -79.26% 19.84% 11.94%
FUTURE OUTLOOK
ÃWith a readership base of over 250 mn, India is the second largest
print market in the world. However, this market is still under
penetrated for a country with a population in excess of 1,200 mn and
highly fragmented with over 60,000 newspapers printed in 22
languages.ÃÃ
(Source: FICCI-KPMG Media & Entertainment Industry Report
- FICCI Frames 2009)
The above statement only evidences our stand that the future growth
potential is enormous especially for company like ours which has a wide
network clubbed with deeper penetration into regional & local markets.
NEW EDITIONS & TITLES LAUNCHED
As part of the companys plans to provide new offerings to its
readers, following new editions were launched during the year under
review:
Sl. Title Edition / Location Month of Launch
No.
1 Dainik Bhaskar Jagdalpur, Bhilai, Nagour, Pali April 2008
2 Dainik Bhaskar Ratlam, Shimla, October 2008
3 Dainik Bhaskar Dehradun December 2008
4 Business Bhaskar New Delhi September 2008
CAPITALISATION AND RESERVES
Transfer to Reserve:
As on March 31, 2009 an amount of Rs. 30,00,00,000/- was transferred to
General Reserve as against Rs. 70,00,00,000/ -in. the previous year.
Dividend:
The Directors are pleased to recommend a dividend @ 5.00 % i.e. Re.
0.50ps per equity share for the financial year 2008-09. The total
amount of dividend outgo will be Rs. 8,43,94,803/- being the same
amount paid for the previous financial year.
EMPLOYEES STOCK OPTION SCHEME
As part of companys plans for the welfare of its employees, the
Company had instituted an ESOP Scheme on November 30, 2007.
Accordingly, the shareholders approved to grant 700,000 stock options
to its employees pursuant to the ESOP Scheme on December 1, 2007.
However in order to provide better terms and liquidity to the
employees, this scheme was further modified during the year vide
resolutions passed in the Extra ordinary General meeting dated December
11, 2008 and December 31, 2008. Details in respect of the ESOP Scheme
of the company are provided in an annexure hereto.
INITIAL PUBLIC OFFERING
As the members are aware, the company is proposing to come out with a
public issue of its Equity Shares of Rs. 10 each, including an offer
for sale from one of the existing shareholders, at a price to be
determined by Book-building process and a Draft Red Herring Prospectus
is proposed to be filed with the Securities and Exchange Board of India
(SEBI).
Change in Directorate:
In accordance with the provisions of the Companies Act 1956, and the
Articles of Association of the Company, Shri Pawan Agarwal and Shri
Kailash Chandra Chowdhary, directors of the company, retire by rotation
at the ensuing Annual general Meeting of the company and being
eligible, offer themselves for re-appointment.
CORPORATE GOVERNANCE
Your company firmly believes in the best principles and practices of
Corporate Governance. In Compliance with the applicable provisions of
the Companies Act , 1956 and also as a pro active step, as required by
Clause 49 of the Listing Agreement, your company has implemented the
requirements of Corporate Governance and accordingly the following
committees have been constituted:
1. Audit Committee
2. Shareholders/Investors Grievance Committee
3. Remuneration Committee
4. Compensation Committee
Further, in order facilitate smooth handling of matters pertaining to
day-to-day activities and functions relating to IPO, the following
committees have been formed:
1. Executive Committee (EC)
2. IPO Committee(IC)
Shri K.Venkataraman, Company Secretary shall act as the Secretary of
all Committees of the Board of Directors of the company.
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.
Synergy Media Entertainment Limited (SMEL)
Our subsidiary, SMEL, has a significant presence in the radio business
under the brand name MY FM and presently we operate FM radio at 17
locations, across the country. The programs of MY FM are been
appreciated by the listeners and advertisers across all the locations,
giving it the motivation to grow further.
I Media Corp Limited
Our another subsidiary, I Media Corp Limited (ÃIMCLÃ), currently
operates many internet portals and short messaging service (ÃSMSÃ)
portals and it intends to commence its digital out-of-home business,
which includes the running of interactive kiosks and display screens at
public places which provide tremendous growth opportunities. IMCL re-
designed www.bhaskar.com & www.divyabhaskar.co.in keeping in mind the
usability, deeper content and changing customer needs.
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 58A of the Companies Act, 1956, during
the year under review.
TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE MANAGEMENT
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.
Foreign Exchange Earning & Outgo:
During the year under review, the company earned Foreign Exchange of
Rs. 4.92 Lacs. Foreign exchange Expenses on account of imported Raw
Material during the year was Rs. 9,159.82/- lacs and on account of
traveling and other expenses was Rs. 2517.57/- Lacs.
HUMAN RESOURCE & 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.
Particulars of employees in accordance with the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended are given as an annexure
separately.
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 are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for 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 Companies Act, 1956 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, 2009 on a Ãgoing concernà 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 (Sudhir Agarwal) (Girish Agarwal)
Date :June 18, 2009 Managing Director Director
Mar 31, 2008
The Directors are delighted to present the 12th Annual Report of your
Company for the year ended March 31, 2008.
Financial Highlights
(Rs. in Lacs)
Particulars 2007-08 2006-07
Sales & Other Income 85058.88 67343.81
EBITDA 20310.46 9833.88
Interest 2427.37 2016.29
Depreciation/ Amortisation 1468.65 1087.79
Profit Before Tax 16414.44 6729.80
Provisions for Current Tax,
Deferred tax & other Tax Expenses 6274.59 712.89
Profit After Tax 10139.85 6016.91
Prior period expenditure - 37.98
Profit for the year 10139.85 5978.93
Proposed Dividend 843.95 21.37
REVIEW OF PERFORMANCE:
Your Directors are pleased to inform the improved results of your
company for the financial year ended on March 31, 2008 and the
following highlights evidence the performance during the said period:-
- The Sales & Other incomes have witnessed a magnificent growth of
26.31% crossing Rs. 850 Crores, compared to Rs. 673 Crores in the
previous year.
- The EBITDA rose by more than 106% to Rs. 203 Crores as against Rs. 98
Crores in the previous year.
- The profit after tax for the year under review also registered an
impressive growth of more than 69% with Rs. 101 Crores compared to Rs.
60 Crores in the previous year.
- Further, for the year ended on March 31, 2008, the consolidated
revenue of your company increased to Rs 862.70 Crores from Rs. 675.39
Crores in the previous year, registering a growth of over 27.73% and
the consolidated PAT stood at Rs. 75.06 Crores as against Rs 54.16
Crores of the previous year.
MANAGEMENT DISCUSSION
The overall growth of the economy vouches for the potential available
to the industry and as the members may be aware, the Media segment
continues to thrive, all along.
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. The following Table provides information about the emerging
editions, in the light of business potential of the company:
(Rs. in Lacs)
SUMMARY FINANCIALS
PARTICULARS Emerging Others Total
Editions
FY 08 FY 08 FY 08
TURNOVER
PUBLISHING
- Advt Revenues 2947.05 60943.81 63890.86
- Circulation Revenues 1206.95 17035.55 18242.50
- Other Income 217.39 2708.08 2925.47
TOTAL INCOME 4371.39 80687.45 85058.83
News Print Cost 4694.12 28954.92 33649.04
Opex 4545.55 26553.79 31099.33
Total Cost 9239.67 55508.71 64748.37
EBITDA (4868.28) 25178.74 20310.46
EBIDTA % (111.4%) 31.2% 23.9%
Interest 488.73 1938.63 2427.36
Depreciation 200.52 1268.14 1468.66
PBT (5557.53) 21971.98 16414.44
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.
Besides, the consistent growth of India on all fronts, places it on the
global map as a fast emerging economy, clubbed with the rise in the
onset of new industries in the Region and in line with the same, your
company, as always, continues to be a trendsetter in its chosen area of
business.
OPERATING RESULTS AND OUTLOOK:
ÃThe Indian Print Media industry is witnessing a faster growth in
reachÃ
.there are over 359 Mn literate people in the country who do not
read any publication which leaves enough scope for improvement in
penetration levels ÃÃ
( Source: Report of FICCI and PwC- April, 2007)
This opens up new horizons for your company with huge potential
opportunity and your Directors are consistently moving in this
direction. 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.
NEW EDITIONS & TITLES LAUNCHED
We take pride in informing you that during the year under review, your
company added the following feathers to its cap of basket of offerings
to our readers:
During the year under review, your company launched the following new
editions:
Sl. Title Edition/Location Average Circulation Month of Launch
No. Copies / per day
1 Dainik Bhaskar Bhuj 50000 August 2007
2 DNA Ahmedabad and Surat 170000 November 2007
3 Dainik Bhaskar Ludhiana 145000 December 2007
4 New magazines :
Lakshya (Hindi)
She (English)
Go Getter (English) November / December 2007 February 2008
Besides, during the current year 2008-09, your company has enhanced
its presence by addition of the following to its spectrum:
DB STAR
DB STAR is an extension of Bhaskars continuous efforts to create
readers delight and additional touch points through well researched
products that will nurture and satisfy overt and latent needs of the
readers. It addresses the leisure reading with a youth mindset within a
family environment. Your Company has already launched DB STAR as a
tabloid from Bhopal and Indore.
BUSINESS BHASKAR
To cater to the needs of todays businessman, preferring to read his
news in Hindi, your company has launched Business Bhaskar from Bhopal
in Hindi in June 2008. The company proposes to launch at least four
more editions of this newspaper in Tier II and Tier III cities by the
year end, apart from the Indore edition, which will be launched by July
end. Considering the rapid economic growth in Tier II towns in India
with an increased need for a Hindi financial daily, Business Bhaskar
will bridge this gap and will cover news relevant to entrepreneurs as
well as working professionals.
DNA Rajasthan
The company realized the potential for English Newspaper in the region
and launched DNA from Jaipur, in Rajasthan, in the month of June 2008.
CAPITALISATION AND RESERVES
Issue of Bonus Shares:
During the year 2007-08, Bonus Shares in the ratio of 78 Equity Shares
for every 1 Equity Share held were issued on September 29, 2007 by
capitalization of General Reserve. In all 16,66,52,850/- Equity Shares
were issued as Bonus Shares, including 1638 Shares issued on June
7,2008, pursuant to receipt of appropriate statutory approval,
additionally therefor.
Transfer to Reserve:
As on March 31, 2008 an amount of Rs. 70,00,00,000/- was transferred to
General Reserve as against Rs. 35,00,00,000/ -in the previous year.
Dividend:
The Directors are pleased to recommend a dividend @ 5% on the enlarged
capital for the financial year 2007-08. The total amount of dividend
outgo will be Rs. 8,43,94,803/- as against Rs. 21,36,554/- for the
previous financial year.
EMPLOYEES STOCK OPTION SCHEME
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 November 30, 2007, the company adopted an Employee Stock Option
Plan (ESOP) called as ÃDBCL Ã ESOS 2007Ã 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 stock options. The issue of options pursuant to the ESOP will
be subject to compliance with all applicable laws and regulations. The
number of Equity Shares to be issued under the ESOP will not exceed
7,00,000/- Equity Shares and the exercise price will be Rs. 275 per
option. The ESOP granted shall be capable of being exercised within a
period of 3 years from the date of vesting of ESOP. The particulars
required to be disclosed pursuant to Clause 12 of SEBI (Employees Stock
Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are
set out in the Annexure to this Report.
INITIAL PUBLIC OFFERING
As the members are aware, the company is proposing to come out with a
public issue of upto 1,88,00,000/- Equity Shares of Rs. 10 each, at a
price to be determined by Book-building process and a Draft Red Herring
Prospectus for the same has been filed with the Securities and Exchange
Board of India (SEBI) and your company is awaiting clearance from SEBI
before it can approach the Primary Market. The objects of the issue are
to raise funds to (i) set up new publishing units; (ii) up gradation of
existing plant and machinery; (iii) enhancing the brand image through
sales and marketing; (iv) reduction of existing working capital loan;
(v) prepayment of existing term loans; (vi) general corporate purposes
and (vii) meet the issue expenses.
Change in Directorate:
During the year under review Smt. Namita Agarwal and Smt. Jyoti Agarwal
resigned as Directors with effect from September 22, 2007 and October
20, 2007 respectively. The Board places on record the contribution made
by them towards the growth of your company.
Further, Shri Kailash Chandra Chowdhary, Shri Ajay Piramal, Shri Piyush
Pandey, Shri Harish Bijoor and Shri Ashwani Kumar Singhal were
appointed as Additional Directors (Independent) with effect from
November 28, 07 will hold office till the ensuing AGM.
Besides, in accordance with the provisions of the Companies Act 1956,
and the Articles of Association of the Company, Shri. Ramesh Chandra
Agarwal and Shri. Girish Agarwal, 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.
CORPORATE GOVERNANCE
The Directors are pleased to inform that your company firmly believes
in the best principles and practices of Corporate Governance. In
Compliance with the applicable provisions of the Companies Act 1956 and
also as a pro active step, as required by Clause 49 of the Listing
Agreement. In view of the forthcoming Initial Public offer of the
Company, your company has implemented the requirements of Corporate
Governance and accordingly the following committees have been
constituted:
Audit Committee:
The Audit Committee of the company comprises of:
Name of the Director Position Held
Mr. Kailash Chandra Chowdhary Chairman, (Independent Director)
Mr. Ashwani Singhal Member, (Independent Director)
Mr. Piyush Pandey Member, (Independent Director)
Mr. Girish Agarwal Member, (Non Executive Director)
Mr. Niten Malhan Member, (Nominee Director - Non Executive)
Terms of reference of the Audit Committee, amongst other applicable
requirements, include:
Reviewing the Companys overall financial reporting process and
disclosure of financial information, including the overviewing of
operations on quarterly, half yearly and annual intervals and financial
results and the annual accounts and ensuring compliance of accounting
policies and accounting standards, with the applicable statutory
requirements and including the recommendation and terms of appointment
of internal auditors;
Reviewing the scope of the internal audit plan, procedures, adequacy of
the internal audit functions and discussions with auditors in relation
to the adequacy of internal control systems;
Reviewing of and periodical interaction with statutory and internal
auditors on their scope of functions, reporting systems and
implementation of measures for improvement;
Reviewing the Companys financial and risk management policies,
Reviewing the findings of external and internal auditors with reference
to management response on matters of material nature and related party
transactions;
Reviewing any claims against the Company or customers complaints, if
any;
Attending to such functions as required under the Listing Agreement,
proposed to be entered into by the company, from time to time,
including review and reporting of utilization of proceeds of the
proposed public Issue,
Carrying out any other functions as may be referred to, by the Board of
Directors, from time to time.
Shareholders/Investors Grievance Committee
The Shareholders/Investors Grievance Committee of the company
comprises of:
Name of the Director Position Held
Mr. Girish Agarwal Chairman, (Non Executive Director)
Mr. Sudhir Agarwal Member, (Executive Director)
Mr. Pawan Agarwal Member, (Non Executive Director)
Mr. Niten Malhan Member, (Nominee Director - Non Executive)
The Shareholders/Investors Grievance Committee is responsible for the
redressal of shareholders and investors grievances such as
non-receipt of share certificates, annual reports, dividend etc. The
committee oversees performance of the Registrars and Share Transfer
Agents of the Company and recommends measures for overall improvement
in the quality of investor services. The committee also monitors the
implementation and compliance of our proposed code of conduct for
prohibition of insider trading in pursuance of applicable statutory
requirements.
Remuneration Committee
The Remuneration Committee comprises of:
Name of the Director Position Held
Mr. Kailash Chandra Chowdhary Chairman, (Independent Director)
Mr. Ajay Piramal Member, (Independent Director)
Mr. Girish Agarwal Member, (Non Executive Director)
Mr. Niten Malhan Member, (Nominee Director - Non Executive)
The Remuneration Committee determines our Companys remuneration
policy, having regard to performance standards and existing industry
practice. Under the existing policies of our Company, the Remuneration
Committee, inter alia, determines the remuneration payable to our
Directors.
Apart from discharging the above-mentioned basic function, the
Remuneration Committee also discharges the following functions:
Framing policies and compensation including salaries and salary
adjustments, incentives, bonuses, promotion, benefits, stock options
and performance targets of the top executives; and
Formulating strategies for attracting and retaining employees, employee
development programmes.
Compensation Committee
With a view to comply with the provisions of the SEBI (Employees Stock
Option Scheme) Guidelines, 1999, and other provisions as applicable,
the company has constituted a Compensation Committee, on November 28,
2007. The main scope of functions of this committee shall be
administration, implementation, execution and monitoring of the
Employees Stock Option Scheme/s, of our Company, from time to time.
The Compensation Committee presently consists of:
Name of the Director Position Held
Mr. Kailash Chandra Chowdhary Chairman, (Independent Director)
Mr. Ashwani Singhal Member, (Independent Director)
Mr. Piyush Pandey Member, (Independent Director)
Mr. Pawan Agarwal Member, (Non Executive Director)
Mr. Niten Malhan Member, (Nominee Director - Non Executive)
Executive Committee
The Executive Committee was constituted by the Directors at their Board
meeting held on November 15, 2006. The Executive Committee handles
matters related to the day to day operations of our Company including
but not limited to opening and operations of the bank accounts,
applications to statutory and other authorities from time to time and
other routine aspects and aspects delegated by the Board. The present
constitution of the Executive Committee is as under:
Name of the Director Position Held
Mr. Ramesh Chandra Agarwal Chairman (Non- Executive Director)
Mr. Sudhir Agarwal Member, (Executive Director)
Mr. Girish Agarwal Member, (Non- Executive Director)
Mr. Pawan Agarwal Member, (Non-Executive Director)
Mr. Niten Malhan Member, (Nominee Director - Non Executive)
IPO Committee
The IPO Committee of our Company was constituted by the Directors at
their Board meeting held on November 28, 2007 and handles matters
related to the proposed to the IPO of our Company like appointment of
various intermediaries like merchant bankers, Registrars, printers,
advertisement and publicity agents, legal counsels, bankers to the
Issue, submission of applications and documents to statutory and other
authorities from time to time, determination of price band and issue
price and other aspects related thereto, as may be delegated by the
Board in this regard.
The present constitution of the IPO Committee is as under:
Name of the Director Position Held
Mr. Sudhir Agarwal Chairman, (Executive Director)
Mr. Girish Agarwal Member, (Non Executive Director)
Mr. Ashwani Singhal Member, (Independent Director)
Mr. Niten Malhan Member, (Nominee Director - Non Executive)
Mr. Pradyumna Kumar Mishra Member, (CFO)
Mr. Ashok Sodhani Member, (G.M. - Finance)
Mr. K.Venkataraman, Company Secretary is the Secretary of all
Committees of the Board of Directors of the company.
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.
Synergy Media Entertainment Limited
The company is engaged in FM Radio business and during the year under
review, many additional stations have been added to its network and
presently its business is on air at 17 locations across various
cities. As a part of the groups growth plans this company is also
contemplating expansion in new markets.
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.
The company is poised for tremendous growth in its areas of business.
All Season Events Private Limited
The company is currently involved in the business of events management
with various revenue streams. The company is now into its second year
of operations and hence is in the process of establishing a niche in
its chosen areas of business.
DB Partners Enterprises Private Limited
DB Partners Enterprises Private Limited has been incorporated during
the year under review and the company proposes to deal in various
activities including investment in securities etc. and the company has
not yet commenced its operations.
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 12th 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 58A of the Companies Act, 1956, during
the year under review.
Technology absorption & Foreign Exchange Management.
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.
Foreign Exchange Earning & Outgo.
The company earned Foreign Exchange of Rs. 10.84 Lacs. Foreign exchange
Expenses on account of imported Raw Material during the year was Rs.
14,797.40/- lacs and on account of traveling and other expenses was Rs.
15.84/- Lacs.
Human Resource & 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.
Particulars of employees in accordance with the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended are given as an annexure attached
separately.
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, 2008 on a Ãgoing concernà basis; and
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:Bhopal (Sudhir Agarwal) (Girish Agarwal)
Date :June 27, 2008 Managing Director Director
Mar 31, 2007
The Directors are delighted to present the 11th Annual Report of your
Company for the year ended March 31, 2007
Financial Highlights
(Rs. in Lacs)
Particulars 2006-07 2005-06
Sales & Other Income 67242.10 53299.46
EBITDA 9940.57 8057.23
Interest 2016.29 2006.28
Depreciation/ Amortisation 1194.48 951.21
Profit before Tax 6729.80 5099.74
Provisions for Current Tax,
Deferred tax & other Tax Expenses 712.89 1399.15
Profit after Tax 6016.91 3700.58
Prior period expenditure 37.98 -
Profit for the year 5978.93 3700.58
Proposed dividend 21.37 21.37
Review of Performance:
Your Directors are pleased to inform you that your company has reported
improved results for the financial year ended on March 31, 2007. Some
of the highlights of your Companys performance during the year under
review are:-
1. The sales & other income have witnessed a magnificent growth of
26.16% over the previous year. The Sales & other income of your company
have crossed the Rs 670 Crore benchmark.
2. The profit after tax for the year under review also registered over
62% growth and was more than Rs. 60 Crores. This was achieved mainly
due to increase in sales volume and attainment of up most efficiency.
3. Your Directors would like to add that financial year 2006-2007 has
been a year of re-assurance of marked performance for the company in
its chosen areas of business.
MANAGEMENT DISCUSSION
The growth of Indian economy across all sectors is a witness to the
ever expanding potential available for the media and publication
industry.
As the members are aware, the media industry is poised for
unprecedented growth in future and the developments taking place in the
industry strongly evidence the same.
On the basis of past experience, your Directors would also like to
bring to your notice that any new edition launched by the company (as
is the case with the industry) takes about 3-4 years for stabilization
and for earnings as per industry standards.
Therefore, we are presenting here below bifurcation of our earnings
into emerging editions and other edititons, which would give a clearer
picture of the performance of the company and also its potential
earnings capacity in future :-
(Rs. in Mn.)
SUMMARY FINANCIALS
PARTICULARS Emerging Others Total
Editions
FY 07 FY 07 FY 07
TURNOVER
PUBLISHING
- Advt Revenues 248.30 4617.55 4865.85
- Circulation Revenues 140.49 1599.26 1739.75
- Other Income 9.55 109.06 118.61
TOTAL INCOME 398.34 6325.87 6724.21
News Print Cost 378.64 2910.31 3288.95
Opex 308.74 2143.13 2451.87
Total Cost 687.38 5053.44 5740.82
EBITDA -289.04 1272.43 983.39
TOTAL EBITDA -289.04 1272.43 983.39
EBIDTA % -73% 20% 15%
Interest 26.40 175.23 201.63
Depreciation 10.91 97.87 108.78
PBT (326.35) 999.33 672.98
From the above, it is clear that your company will be able to achieve
higher scales of earnings soon after stabilization of the emerging
editions. Taking clue from these, your company keeps on tapping the
potential business avenues continuously, as a part of the corporate
growth strategy.
Further, the rising position of India on the global map as a fast
emerging country, the consistent growth of the securities market and
the consistent increase in the on set of new industries in the Asian
region are considered indicators of the anticipated overall growth in
the economy. Your company continues to be a trendsetter in its chosen
area of business.
Operating Results and Outlook:
Your directors are further pleased to inform that there has been an
overall improvement in efficiency at all levels of the operations, a
result of focused management, driven by a team of talented, dedicated
professionals, with undeterred perseverance on identifying newer
opportunities, continuous and timely innovations, at all business
areas.
Encouraged by the performance, your directors consider it prudent to
widen the avenues of business of your company and hence, are in the
process of embarking upon expansion and value added business plans.
Besides, the onset of new MNCs, expansion of many industries,
increasing consumer awareness etc. continue to make an increasing
demand for knowledge, publicity and advertisement on all sectors and
your company continues to provide the best to its clients, clubbed
with value additions.
Transfer to Reserve and Dividend:
As on 31st March, 2007 an amount of Rs. 350,000,000/- was transferred
to General Reserve.
The Directors are pleased to recommend a dividend @ 10% (Re. 1 per
equity share of the face value of Re. 10 per share) for the financial
year 2006-07. The total amount of dividend outgo will be Rs.
21,36,554/- as against Rs. 21,36,550 /- for the previous financial
year.
Corporate Takeover:
During the year under review, pursuant to the orders of Honble High
Court of Gujarat and the Honble High Court of Karnataka, the Internet
Division of India Info. Com Ltd., a company incorporated in the State
of Karnataka, has been merged into the company. The Scheme of De-merger
became effective from 31st July, 2007 with appointed date of 1st
September, 2006.
Subsidiary Companies & its Business:
Synergy Media Entertainment Limited, I Media Corp Limited and All
Season Events Private Limited are subsidiaries of your Company as on
the date of the report.
Radio Business:-
In our subsidiary à Synergy Media Entertainment Ltd. we are already
having licenses for FM radio stations at 17 locations across various
northern cities. My FM is currently on air at 12 stations and balance
would commence operations very soon.
The company proposes to expand its network of stations in near future.
Internet Business:-
Our subsidiary à I Media Corp Ltd. (IMCL) is engaged in providing
integrated internet and mobile interactive services.
Through IMCL, we also operate internet 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. The company was
instrumental in the successful campaign to bring the pride of
India-ÃTaj Mahalà within Seven Wonders of the World by providing
platform of SMS and web portal for voting and by backing the campaign
through media.
We plan to aggressively enter into online media business and other
related businesses in near future.
Directorate:
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Smt. Jyoti Agarwal is liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered herself for re-appointment. Your Board of
Directors recommends the same.
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 11th 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.
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.
Foreign Exchange Earnings & Outgo:
The company did not have any foreign exchange earnings. Foreign
exchange out flow on account of imported news print during the year was
Rs. 12,870.03 lacs and on account of traveling other expenses was Rs.
19.08 Lacs.
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.
None of the employees of the company is covered under the provisions of
Section 217(2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975, as amended.
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, 2007 on a going concern basis; and
5. the properties of the company are adequately insured.
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 : Bhopal (R. C. Agarwal)
Date : September 22, 2007 Chairman
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