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DB Corp Ltd. Company History and Annual Growth Details

Our Company was originally incorporated as Multi-Tech Energy Limited under the provisions of theCompanies Act, 1956 as per the certificate of incorporation dated October 27, 1995 issued by the RoC Gwalior, Madhya Pradesh. Our Company received its certificate of commencement of business on June 26, 1998. Subsequently, our Companys name was changed to D.B. Corp Limited by a fresh certificate of incorporation dated December 1, 2005. Our Company engaged itself in print and publication from April 1, 2005 pursuant to the WPL Demerger.

Changes in the Registered Office

At the time of incorporation, the registered office of our Company was situated at 6, Dwarka Sadan, Press Complex, M.P. Nagar, Bhopal 462 011, Madhya Pradesh. Pursuant to our shareholders resolution passed on November 4, 2005 and certified by the Company Law Board, Western Regional Bench, Mumbai by its order dated December 5, 2005, our registered office was shifted to its current Registered Office at plot no. 280, Sarkhej Gandhinagar highway, near YMCA Club, Makarba, Ahmedabad 380 051, Gujarat.

WPL Demerger

The High Court of Gujarat by its order dated October 10, 2006 and amended order dated December 22, 2006 approved the scheme of arrangement under section 391 to 394 of the Companies Act following which the entire publication business and the windfarm business of WPL was transferred to our Company ('WPL Demerger').

The scheme of arrangement of the WPL Demerger provides that with effect from April 1, 2005
('Appointed Date') the business of publication, including the assets and liabilities, intellectual
property rights, employees and printing of newspaper under the title 'Dainik Bhaskar' and 'Divya Bhaskar' shall stand transferred in our Company as a going concern. Further the scheme of arrangement of the WPL Demerger provides that the ownership of all land and buildings shall continue to be in the name of WPL with our Company having the right to use the immoveable property by way of lease or leave and license. For details on the lease agreements with WPL refer to section titled Our Business beginning on page 57. The WPL Demerger became operative from December 12, 2006 ('WPL Effective Date').

As consideration for such transfer, our Company issued and allotted 2,136,550 Equity Shares on December 12, 2006 to the shareholders of WPL in the following ratio:

* Two fully paid up Equity Shares to the members of WPL for every one fully paid up equity share of Rs. 100 each of WPL held by them.

Simultaneously, the 50,000 existing Equity Shares of the Company were cancelled.

Pursuant to the WPL Demerger, all legal proceedings pending on the Appointed Date, in relation to the publication business, continued to be enforceable by or against WPL and any proceedings initiated by any third party for acts or deeds of the publishing business, prior to the Appointed Date were to be initiated only against WPL.

Further the scheme of arrangement provides, that from the date on which the High Court sanctions the WPL Demerger and on the date of receipt of the approval of the majority of persons directed under the WPL Demerger, all contracts, deeds, bonds, agreements and other instruments in relation to publication business to which WPL was a party became enforceable against or in favour of our Company.

Indiainfo Demerger

The High Court of Gujarat and Karnataka High Court by orders dated June 11, 2007 and June 22, 2007, respectively, approved the scheme of arrangement under section 391 to 394 read with section 100 to 103 of the Companies Act, for transfer of the internet division of Indiainfo ('Indiainfo Demerger).

As consideration for the transfer of the internet division of Indiainfo, our Company issued and allotted shares to those members of Indiainfo whose name appeared in the register of members of Indiainfo on June 22, 2007.

The scheme of Indiainfo Demerger provides that from September 1, 2006 ('Indiainfo Appointed
Date'), the entire business undertaking of the internet division of Indiainfo, including all assets and liabilities, pursuant to section 394(1) of the Companies Act was transferred in our Company.
As consideration for the Indiainfo Demerger, our Company was to issue and allot Equity Shares to the shareholder of Indiainfo in the following ratio:

(a) 25 Equity Shares in proportion to members existing shareholding in Indiainfo Limited.

(b) 10 preference shares of Rs. 10,000 each of our Company in proportion members existing
shareholding in Indiainfo.

Due to the change in the exchange control regulations issued by the RBI in relation to preference shares being classified as external commercial borrowings, our Company was unable to issue preference shares to the non-resident shareholders of Indiainfo. Relying on the provisions under the scheme of Indiainfo Demerger, by a resolution of our Board dated October 25, 2007, and a resolution of the board of Indiainfo dated October 25, 2007, the terms of the scheme of Indiainfo Demerger were modified such that in lieu of nine preference shares, 180 equity shares at a value of Rs. 500 each were to be issued by our Company to the non-resident shareholders of Indiainfo.

Pursuant to the Indiainfo Demerger, all legal proceedings pending on the Indiainfo Appointed Date, in relation to the internet division will continued to be enforceable by or against Indiainfo and any proceedings initiated by any third party for acts or deeds of the publishing business, prior to the Appointed Date were to be initiated only against Indiainfo.

History of our Company

The first edition of Dainik Bhaskar was published in Madhya Pradesh in the late sixties.
The office of the RNI issued a letter No 5/4/1996-Admn dated June 18, 2004 to the District
Magistrate, Gwalior, Indore, Jhansi, Jabalpur and Bhopal with a copy to the owners stating that, in light of the Supreme Court order dated July 7, 2003 in the Civil Appeal No. 4782 of 1996 with C.A. No. 4783 of 1996 and W.P. (C) No. 527 of 1993, the ownership of Dainik Bhaskar was updated and the ownership of Dainik Bhaskar was relegated back to the ownership of Dainik Bhaskar immediately prior to June 29, 1992. In terms of the aforementioned letter issued by RNI and judgment of the Honble Supreme Court, the ownership pattern of Dainik Bhaskar as on June 29, 1992 was as follows:

Place of publication Name of the owner

Bhopal M/s Writers and Publishers Limited

Indore M/s Bhaskar Graphics and Printing Arts Limited (subsequently merged
with WPL)

Gwalior M/s Bhaskar Publications and Allied Industries Private Limited
Jhansi Mr. Sanjay Agarwal

Jabalpur Mr. B.D. Agarwal

Further, the office of RNI by a letter dated June 18, 2004 addressed to the District Magistrates, Satna, Raipur, Bilaspur, Nagpur, Jaipur, Jodhpur, Ajmer, Bikaner, Kota, Sriganganagar, Udaipur, Chandigarh, Panipat, Hissar and Faridabad, confirmed that the ownership status of the editions which commenced publication after June 29, 1992 is as follows:

Place of Publication Name of the Owner

Satna, Raipur, Bilaspur, Nagpur, Jaipur, Jodhpur, Writers and Publishers Limited (now Writers and
Ajmer, Bikaner, Kota, Sriganganagar, Udaipur, Publishers Private Limited)
Chandigarh, Panipat, Hissar and Faridabad

WPL entered into a memorandum of understanding dated November 15, 2006 with the legal heirs of Late Mr. B.D. Agarwal and Bhaskar Prakashan Private Limited, pursuant to which, the legal heirs of Late Mr. B.D. Agarwal relinquished their ownership to the title 'Dainik Bhaskar' in favour of WPL and in lieu of the same WPL granted a perpetual right to Bhaskar Prakashan Private Limited (agreed by legal heirs of Late Mr. B D Agarwal) to print and publish and manage 'Dainik Bhaskar' from 18 districts i.e. (Jabalpur, Narsinghpur, Seoni, Mandla, Chhindwara, Rewa, Satna, Shahdol, Sidhi, Balaghat, Damoh, Panna, Chhatarpur, Tikamgarh, Anuppur, Umaria, Katni, Dindori ), out of 48 Districts of Madhya Pradesh with entire Maharashtra and Western Uttar Pradesh.

Pursuant to WPL Demerger the entire publications business of WPL was transferred to our Company.
As a part of the WPL Demerger, all the consents and approvals issued to WPL including RNI
registrations were to be transferred in the name of our Company. We have received all the RNI
registration in the name of our Company, as set below:

1. Pursuant to a letter dated June 24, 2008 issued by the RNI, the RNI registration of Dainik
Bhaskar for Amritsar, Jalandhar and Ludhiana editions were transferred from WPL to our
Company.

2. Pursuant to a letter dated March 18, 2008 issued by the RNI, the RNI registration of Divya
Bhaskar in the cities of Ahemdabad, Surat, Baroda, Rajkot, Bhuj and Mumbai was
transferred from Mr. Sudhir Agarwal to our Company.

3. On October 10, 2008, the ownership of Dainik Bhaskar editions of Bhopal and New Delhi
were changed from WPL to our Company in the records of RNI.

4. Pursuant to a letter dated March 18, 2008 issued by the RNI, the RNI registration of Dainik
Bhaskar for Sagar edition was transferred from WPL to our Company.

5. Pursuant to a letter dated January 2, 2008 issued by the RNI, the RNI registration of Dainik
Bhaskar for Chandigarh, Jaipur Ajmer, Jodhpur Bikaner Udaipur and Kota editions, were
transferred from WPL to our Company.

6. Pursuant to a letter dated January 7, 2008 issued by the RNI, the RNI registration of Dainik
Bhaskar for Panipat, Hisar and Faridabad editions, were transferred from WPL to our
Company.

7. Pursuant to a letter dated December 31, 2007 issued by the RNI, the RNI registration of
Dainik Bhaskar for Ujjain, Raipur, Bilaspur and Indore editions were, transferred from WPL
to our Company.

As of date, the Company has the right to and is printing and publishing the Dainik Bhaskar in eight states - Madhya Pradesh, Rajasthan, Chattisgarh, Haryana, Delhi, Punjab and Himachal Pradesh - and the Union Territory of Chandigarh.

We have also been publishing Divya Bhaskar, a Gujarati daily in Gujarat since 2003 and in Mumbai (Maharashtra) since 2004.

Key events and milestones

2005

Demerger of the publication business of Writers & Publishers Limited into our Company.

2006

SMEL acquired 17 licenses for its FM Radio operations and launched operations in Jaipur.

Issuance of 152,610 Equity Shares of our Company to Cliffrose Investment Ltd pursuant to a
scheme of demerger.

Dainik Bhaskar launched in Punjab

Our Company launched Ujjain, Sagar Editions of Dainik Bhaskar and Rajkot Edition of Divya
Bhaskar.

2007

Our Company launched Hindi edition of Dainik Bhaskar from Ludhiana.

SMEL launched 13 FM radio stations at various locations in India.

Our Company launched new edition of Divya Bhaskar in Gujarat.

Our Company entered into a publication license agreement with Diligent Media Corporation
Limited to print, edit, publish, circulate, and market the Newspaper DNA-Daily News & Analysis
including its supplements, After Hrs., DNA Sport, DNA Academy, DNA Life, DNA ME
and DNA YA in the entire state of Gujarat.

Demerger of internet division of Indiainfo with our Company.

2008

Our Companys name was entered in the Guinness Book of World Records for hosting the largest tea party for the social theme of public participation in development of Indore city. The tea party was organised by our Company in association with Hindustan Unilever Limited and Tea Board of India.

One Subsidiary, SMEL launched three FM radio stations at Kota, Jabalpur and Raipur.

Our Companys new brand 'DB Star' was published from Indore and Bhopal.

Our Company launched 'Business Bhaskar' in Bhopal, Indore, Raipur, Panipat, New Delhi,
Jalandhar and Ludhiana.

Our Company entered into a publication license agreement with Diligent Media Corporation
Limited to print, edit, publish, circulate, and market editions of DNA-Daily News & Analysis
including its supplements, After Hrs., DNA Sport, DNA Academy, DNA Life, DNA ME
and DNA YA in the entire state of Rajasthan.

2009

 
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