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Notes to Accounts of DB Corp Ltd.

Mar 31, 2016

1. NATURE OF OPERATIONS

D. B. Corp Limited (the ''Company'') is in the business of publishing newspapers, radio broadcasting, providing integrated internet and mobile interactive services and event management. The major brands in publishing business are ''Dainik Bhaskar'' (Hindi daily), ''Divya Bhaskar'' and ''Saurashtra Samachar'' (Gujarati dailies) ''Divya Marathi'' (Marathi daily), ''DNA and ''DB Post'' (English dailies), and monthly magazines such as ''Aha Zindagi'', ''Bal Bhaskar'', etc. Presently, the Company''s radio station is on air in 17 cities under the brand name ''My FM''. The frequency allotted to the Company''s radio station is 94.3. The internet business includes the websites of Dainik Bhaskar, Divya Bhaskar and Divya Marathi having newspapers in e-paper category and dainikbhaskar.com, divyabhaskar.com, dailybhaskar. com and divyamarathi.com.

The Company derives its revenue mainly from the sale of its publications and advertisements published in the publications, aired on radio, displayed on websites and portal and mobile interactive services.

2. ROYALTY

a) Indian Performing Rights Society Limited (IPRS)

The Indian Performing Rights Society Limited (IPRS) had filed a suit against the Company on May 27, 2006 before the Honorable High Court of Delhi contesting against the refusal by the Company to obtain a license from the IPRS with regards to broadcasting / performing its copyrighted works and pay royalty to IPRS.

IPRS had prayed for a permanent injunction restraining the Company from infringing any of the copyrights owned by the IPRS as well as for damages in favor of the IPRS. The Honorable Delhi High Court has denied IPRS''s application for injunction. IPRS had since preferred an appeal in the Honorable Supreme Court. This appeal is pending before the Honorable Supreme Court.

Considering the litigation involved, the Company has provided for royalty based on the best judgment assessment of the case. The management believes that the provision made in the books is sufficient to cover the liability for royalty, if any, which would be confirmed only after the final result of the litigation.

Since the matter is under litigation, the disclosures required as per the provisions of Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets relating to the provisions made are not given as it is expected to prejudice seriously the position of the Company with regards to the litigation.

b) Phonographic Performance Limited (PPL)

A legal suit was filed by the Company on July 28 2008 against Phonographic Performance Limited (PPL) before the Copy Right Board against the exorbitant rates proposed by PPL for grant of compulsory licenses. The Copy Right Board passed an order on August 25, 2010 by which PPL was directed to charge the proportionate amount (as per the music played) i.e. royalty was to be calculated @ 2% of the net revenue. Accordingly the Company is paying royalty to PPL since then. PPL has been claiming that the said revised rates were applicable only for the period starting from August 25, 2010 and the royalty for the period earlier to August 25, 2010 would be charged at a higher rate. PPL had subsequently filed a summary suit in Bombay High Court towards recovery of the said amount. At present the matter is pending before the Bombay High Court.

Considering the litigation involved, the Company has provided for the royalty for the period before August 25, 2010 based on the best judgment assessment of the case. The management believes that the provision made in the books is sufficient to cover the liability for royalty, if any which would be confirmed only after the final result of the litigation.

Since the matter is under litigation, the disclosures required as per the provisions of Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets relating to the provisions made are not given as it is expected to prejudice seriously the position of the Company with regards to the litigation.

3. LEASES

(A) Operating lease (for assets taken on lease):

Rentals in respect of operating leases are recognised as an expense in the statement of profit and loss, on a straight-line basis over the lease term.

a) The Company has taken various godown, office and residential premises under operating lease agreements. These are generally renewable by mutual consent.

b) Lease payments recognised for the year are Rs. 269,347,486 (March 31, 2015: Rs. 262,739,527).

c) There are no restrictions imposed in these lease agreements. There are escalation clauses in agreement with some parties. There are no purchase options. There are no sub leases.

d) The total of minimum lease payment under non-cancellable operating leases are

(B) Operating lease (for assets given on lease):

Rentals in respect of operating leases are recognised as an income in the statement of profit and loss, on a straight-line basis over the lease term.

a) The Company has given plant and machinery and investment property on operating lease arrangement for the period ranging from 1 year to 3 years. The lease arrangement is cancellable with mutual consent.

b) Lease income recognised for the year is Rs. 3,113,000 (March 31, 2015:Rs. 1,840,556).

c) There are no restrictions imposed in the lease agreements and there are no escalation clauses in the agreements.

d) The details of assets given on operating lease are as follows:

4. CONTINGENT LIABILITIES

Contingent liabilities not provided for are as follows:

a) For details of corporate guarantee given, refer note 25(c).

b) There are several defamation and other legal cases pending against the Company and its directors. These include criminal and civil cases. There are certain employee related cases also pending against the Company. In view of large number of cases, it is impracticable to disclose the details of each case separately.

The estimated amount of claims against the Company in respect of these cases is Rs. 9,279,503 (March 31, 2015: Rs. 2,771,206). The estimated contingency in respect of some cases cannot be ascertained. Based on discussions with the lawyers / solicitors and also the past trend in respect of such cases, the Company believes that there is no present obligation in respect of the above and hence no provision is considered necessary against the same

c) Income tax demands from Income tax authorities of Rs. Nil (March 31, 2015:

Rs. 7,465,373) relating to various assessment years is outstanding against the Company. These claims are being contested at various forums by the Company. The management does not expect these claims to succeed and accordingly, no provision for these claims has been recognised in the financial statements.

5. COMMITMENTS

Capital commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 83,511,116 (March 31, 2015: Rs. 213, 699,534).

6. As of balance sheet date, the Company''s net foreign currency exposure (payable) that is not hedged is Rs. 1,407,619,465 (March 31, 2015: Rs.1,594,621,759). Particulars of unhedged foreign currency exposures as at the balance sheet date are as follows:

7. EMPLOYEE BENEFITS Defined contribution plan

During the year ended March 31, 2016 and March 31, 2015, the Company contributed the following amounts to defined contribution plans:

Defined benefit plan

Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days'' salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

The following table''s summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plan.

The Company expects to contribute Rs. 25,000,000 (March 31, 2015: Rs. 25,000,000) to gratuity fund during the annual period beginning after balance sheet date

As at March 31, 2016 and March 31, 2015, the entire plan assets are held in the form of investments with insurer.

Other long term employee benefits: Leave encashment

In accordance with leave policy, the Company has provided for leave entitlement on the basis of an actuarial valuation carried out at the end of the year.

8. EMPLOYEE STOCK OPTION SCHEMES 2008. 2010 AND 2011

The Company has granted Stock Options to its employees through its equity settled schemes referred to as "DBCL - ESOS 2008", "DBCL- ESOS 2010" and "DBCL-ESOS 2011" (issued in five tranches, designated as "T-l", "T-2", "T-3", "T-4" and "T-5" hereinafter). During the year ended March 31, 2016, the following schemes were in operation:

Stock options granted

801,200 options have been granted under the scheme DBCL-ESOS 2011 during the year ended March 31, 2016 (March 31, 2015: Nil). The weighted average fair value of stock options granted during the year ended March 31, 2016 was Rs. 217.35, Rs. 203.70 and Rs. 214.24 for the T-3, T-4 and T-5 respectively. The Black and Scholes Options Pricing model had been used for computing the weighted average fair value considering the following inputs:

The expected life of the option is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the option is indicative of future trends, which may also not necessarily be the actual outcome. The Company expects the volatility of its share price to reduce as it matures.

The employee stock compensation cost is accounted using intrinsic value method. Had compensation cost been determined in accordance with the fair value approach described in the Guidance Note on Accounting for Employee Share-based Payments, the Company''s net profit after tax and earnings per share as reported would have changed to amounts indicated below:

9. INVESTMENTS

The Company has entered into arrangements with various parties whereby the Company has invested in the securities of these parties. In accordance with these arrangements, the said parties have also agreed to offer their advertisements in the Company''s print and non-print media periodically, for a specified term. The unutilised portion of advertisement advances received from these parties as at March 31, 2016 amounting to Rs. 146,260,156 (March 31, 2015: Rs. 299,175,066) is included in ''Advances from customers'' under Note 9 ''Other current liabilities'' in the financial statements.

On periodic basis, the Company performs the assessment to assess whether there is any other than temporary diminution in the value of investments. Up to March 31, 2016, the Company has made provision of Rs. 327,000,000 (March 31, 2015: Rs. 375,075,000) towards other than temporary diminution in the value of the investments.

10. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS PER MICRO. SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT. 2006:

a) An amount of Rs. 12,930,516 (March 31, 2015: Rs. 7,002,615) and Rs. Nil (March 31, 2015: Rs. Nil) was due and outstanding to suppliers as at March 31, 2016 on account of principal and interest respectively.

b) No interest was paid during the year to any supplier (March 31, 2015: Rs. Nil)

c) No interest was paid to any suppliers for payments made beyond the appointed date during the accounting year (March 31, 2015:Rs. Nil).

d) No claims have been received till the end of the year for interest under Micro, Small and Medium Enterprises Development Act, 2006 (March 31, 2015: Rs. Nil).

e) No amount of interest was accrued and unpaid at March 31, 2016 (March 31, 2015: Rs. Nil)

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

11. Since the segment information as per Accounting Standard 17 -Segment Reporting is provided on the basis of consolidated financial statements; separate segment information based on standalone financial statements is not provided.

12. During the previous year, the Company had given a loan of Rs. 522,000,000 to a newsprint supplier agent of the Company at interest rate of 10% p.a. secured by the hypothecation of all the assets of the borrower, including the assets created out of this loan, but excluding the assets already hypothecated under any loan taken from banks. This loan is to be utilised by the borrower for meeting its working capital requirements. Out of the loan, Rs. 200,000,000 had been received by the Company till March 31, 2016 and the balance part of the loan is receivable before March 31, 2017

13. PREVIOUS YEAR COMPARATIVES

Previous years'' figures have been regrouped / reclassified where necessary to conform to current years'' classification.


Mar 31, 2014

1. Nature of operations

D. B. Corp Limited (the ''Company'') is in the business of publishing newspapers, radio broadcasting, event management and providing integrated internet and mobile interactive services The major brands in publishing business are ''Dainik Bhaskar'' and Business Bhaskar'' (Hindi dailies). Divya Bhaskar'' and Saurashtra Samachar'' (Oujarati dailies), Divya Marathi'' (Marathi daily) .-DNA English''. (English daily) and monthly magazines such as ''Aha Zindagi''. Bal Bhaskar1, etc. Presently, the Company''s radio station is on air in 17 cities under the brand name ''My FM" The frequency allotted to the Company''s radio station is 94.3. The internet business includes the websites of Dainik Bhaskar. Divya Bhaskar and Divya Marathi having newspapers in e-paper category and dainikbhaskar.com, dKryabnaskar.com, dailybhaskar.com and drvyamarathi.com.

The Company derives its revenue mainly from the sale of its publications and advertisements published in the publications, airod on radio, displayed on wobsitos and portal and mobile interactive services.

2. Scheme of Arrangement:

A) Demerger of Integrated Internet and Mobile Interactive Services business of I Media Corp Limited (IMCL) and merger with the Company:

The Company along with its subsidiary IMCL had filed a Scheme for demerger of Integrated Internet and Mobile Interactive Services business of IMCL and merger with the Company.

The Scheme of Arrangement was approved by the Honorable High Court of Madhya Pradesh. Principal seat at Jabaipur. vide their order dated March 27,2014 which was filed with the Registrar of Companies on April 08, 2014. Accordingly the Scheme became effective on April 08,2014 with appointed date April 01,2013.

As per Clause 46 of the Scheme, the unabsorbed depreciation and brought forward losses related to IMCL (against which IMCL had not recognised deferred tax assets) till March 31, 2013 aggregating to 1 439.544,502 has been transferred to the Company which has been set off by the Company while computing the Current Tax provision for the year ended March 31. 2014.This has resulted in a net reduction of 7 149.401,176 in the current tax expense

B) Scheme of Amalgamation between Synergy Media Entertainment Limited (SMEL) and I Media Corp United(IMCL'')

On December 11, 2012. the Company acquired balance stake in its two subsidiaries I.e. 45% In IMCL and 43.18% in SMEL by acquiring the shares from the shareholders of IMCL and SMEL for the total consideration of Rs. 355.957,875 and Rs. 23.717,232 respectively, whereby IMCL and SMEL became wholly-owned subsidiaries of the Company.

Post this acquisition, with an objective of consolidation of event management business in one single entity, the management of the Company decided to merge SMEL with IMCL and pursuant to approval of the Honorable High Court of Madhya Pradesh dated April 30,2013, SMEL was merged with IMCL with effect from May 08.2013 and operative from the appointed date i.e. April 01.2012.

According to the scheme, the entire business of SMEL was merged with IMCL by issue of 72.914 fully paid equity shares of Rs. 10 each of IMCL valued at 1753.35 per share to the only shareholder of SMEL i e. D. B. Corp Limited.

In accordance with the provisions of Accounting Standard 13-Accouniing lor Investments, the difference between the fair value of shares received and the book value of shares of SMEL i.e. 129,470.730 was recognised as gain on merger of subsidiaries, under the head ''Other income'' (refer note 19)

C) On June 30, 2013. Company sold its investment in a subsidiary Oivya Prabhat Publications Private Limited for a consideration of t 10.000.000. Gain of Rs. 4.200 on disposal has been recognised as profit on sale erf investment in subsidiary under the head Other income'' (refer note 19).

(c) Corporate guarantee given

The Company has given a Corporate Guarantee of t 450,000,000 (March 31, 2013: t 450.000,000) in favor of Export Development Canada on behalf of Decore Exxoils Private Umitod (Formally known as Bhaskar Extols Private Limited).

The Company has also entered into an agrcomont with Decore Extols Private Limited and Shri Ramesh Chandra Agarwal, in his personal capacity, whereby the Company has the right for reimbursement in case it has to make payment to lenders on account of default by Decore Extols Private Limited

3. Royalty:

-) Indian Performing Rights Society Limited (IPRS)

The Indian Performing Rights Society Limited (IPRS) had filed a suit against the Company on May 27,2006 before the Honorable High Court of Delhi contesting against the refusal by the Company to obtain a license from the IPRS with regards to broadcasting / performing its copyrighted works and pay royalty to IPRS.

IPRS had prayed for a permanent injunction restraining the Company from infringing any of the copyrights owned by the IPRS as well as for damages in favor of the IPRS The Honorable Delhi High Court has denied IPRS''s application for injunction. IPRS had since preferred an appeal in the Honorable Supreme Court- This appeal Is pending before the Honorable Supreme Court.

Considering the litigation involved, as a matter of abundant caution, the Company has provided for royalty based on the best judgment assessment of the case. The management believes that the provision made in the books is sufficient to take care of the liability tor royalty, If any. which would be confirmed only after the final result of the litigation.

Since the matter is under litigation, the disclosures required as per the provisions of Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets relating to the provisions made are not given as it is expected to prejudice seriously the position of the Company with regards to the litigation.

b) Phonograph Ic Pertormance Limited (PPL)

A legal suit was Hied by the Company on July 28, 2008 against Phonographic Performance Limited (PPL) before the Copy Right Board against the exorbitant rates proposed by PPL for grant of compulsory licenses. The Copy Right Board passed an order on August 25, 2010 by which PPL was directed to charge the proportionate amount (as per the music played) i.e. royalty was to be calculated (9 2% of the net revenue. Accordingly, the Company ts paying royalty to PPL since then.

PPL has been claiming that the said revised rates were applicable only for the period starting from August 25,2010 and the royalty for the period earlier to August 25.2010 would be charged at a higher rate. PPL had subsequently filed a summary suit in Bombay High Court towards recovery of the said amount. At present the matter is pending before the Bombay High Court.

Considering the litigation involved, as a matter of abundant caution, the Company has provided for the royalty for the period before August 25.2010 based on the best judgment assessment of the case. The management believes that the provision made in the books is sufficient to take care of the liability for royalty. It any, which would be confirmed only after the final result of the litigation.

Since the matter is under litigation, me disclosures required as per the provisions of Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets relating to the provisions made are not given as it is expected to prejudice seriously the position of the Company with regards to the Irrigation

4. Leases

Operating Lease (for assets taken on Lease):

Rentals In respect of operating leases are recognised as an expense in the statement of profit and loss, on a straight-fine basis over the lease term

a) The Company has taken various residential, office and go down premises under operating lease agreements These are generally renewable by mutual consent:

b) Lease payments recognised for the year are Rs. 230,568,501 (March 31. 2013 Rs. 215.106.022)

c) There are no restrictions imposed in these lease agreements. There are escalation clauses in agreement with some parties. There are no purchase options. There are no subleases.

d) There are no non-cancellable leases.

Operating lease ((or assets given on Lease):

a) The Company has given printing machine on operating lease arrangement Tor a period of 6 years. The lease arrangement is cancellable with mutual consent.

b) Lease income recognised for the year is Rs. 1.000.000 (March 31,2013 11.000.000).

c) There are no restrictions imposed in the lease agreements and there is no escalation clause in the agreement

5. Contingent liabilities not provided for:

a) For details of corporate guarantee given refer note 27 (c).

b) There are several defamation and other legal cases pending against the Company and Its directors. These include criminal and civil cases. There are certain employee related cases also pending against the Company. In view of large number of cases, it is impracticable to disclose the details of each case separately.

The estimated amount of claims against the Company in respect of these cases is Rs. 1,593.215 (March 31. 2013: Rs. 4,189.036) The estimated contingency in respect of some cases cannot be ascertained. Based on discussions with the solicitors and also the past trend in respect of such cases, the Company believes that there is no present obligation In respect of the above and hence no provision is considered necessary against the same.

6. Commitments

Capital commitment

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 100.533.742 (March 31.2013: Rs. 112.205.232).

7. Derivative Instruments

Particulars of derivative contracts outstanding as at the balance sheet date:

8. As of balance sheet date, the Company''s net foreign currency exposure (payable) that is not hedged is Rs. 1,720.195,716 (March 31,201311.730,055,374).

9. Employee benefits:

Defined contribution plan

During the year ended March 31,2014 and March 31.2013; the Company contributed the following amounts to defined contribution plans:

Defined benefit plan

Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days'' salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

The following table''s summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plan.

The Company expects to contribute Rs. 20,000.000 (March 31,2013: Rs. 10,000,000) to gratuity fund during the annual period beginning after balance sheet date

As at March 31.2014 and March 31.2013. the entire plan assets are held in the form to investments with insurer.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that dale, applicable to the period over which the obligation is to be settled.

Other long term employee benefits: Leave encashment

In accordance with leave policy, the Company has provided for leave entitlement on the basis of an actuarial valuation carried out at the end of the year.

10. Employee Stock Option Schemes 2008,2010 and 2011

The Company has granted Stock Options to Its employees through Its equity settled schemes referred to as "DBCL - ESOS 2008". "DBCL- ESOS 2010* and ''DBCL-ESOS 2011". During the year ended March 31. 2014. the following schemes wore in operation:

The expected be of the option is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical votatity over a period similar to the life of the option is indicative of future trends, which may also not necessarily be the actual outcome. The Company expects the volaBWy of Its share price to reduce as it matures.

11. Investments

The Company has entered Into arrangements with various parties whereby the Company has invested in the securities of these parties. In accordance with these arrangements, the said parties have also agreed to offer their advertisements in the Company''s pnnt and non print media periodically, for a specified term

On periodic basis, the Company performs the assessment to assess whether there is any diminution other than temporary in the value of investments. Up to March 31. 2014. the Company has made provision of T 283.275.0XX) (March 31. 2013; * 160,000.000) in respect of other than temporary diminution, in the value of the investments.

12. Details of dues to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006.

a) An amount of Rs. 5.311.448 (March 31, 2013 Rs. 6,721,914) and Rs. Nil (March 31.2013: * Nil) was due and outstanding to suppliers as at March 31,2014 on account of Principal and Interest respectively.

b) No interest was paid during the year to any supplier (March 31,2013: Rs. Nil).

c) No interest was paid to any suppliers for payments made beyond the appointed date during the accounting year (March 31.2013: Rs. Nil).

d) No claims have been received till the end of the year (or interest under Micro, Small and Medium Enterprises Development Act. 2006 (March 31,2013 e Nil).

-) No amount of interest was accrued and unpaid at March 31, 2014 (March 31,2013: Rs. Nil)

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

13. Legal and professional charges include sitting fees paid to Directors Rs. 620,000 (March 31.2013: 7615,000)

14. Since the segment Information as per Accounting Standard 17 - Segment Reporting is provided on the basis of consolidated financial statements, the separate segment

Information based on standalone Financial statements are not provided.

15. The current tax expense includes a not reversal of I Nil (March 31.2013:7 28.771.316) relating to earlier years.

16. The excess liabilities / provisions written back mainly represent excess provisions made for sales incentives and other expenses during the previous year which has been reversed in the current year.

17. Previous year figures

Current year''s figures are not comparable to the previous year due to scheme of arrangement [refer note 26 (A)]. Previous year figures have been regrouped / reclassified where necessary to conform to current year''s classification.


Mar 31, 2013

1. Nature of operations

D. B. Corp Limited (the ''Company'') is in the business of publishing newspapers, radio broadcasting, event management, internet and wind energy. The major brands in publishing business are ''Dainik Bhaskar'' and ''Business Bhaskar'' (Hindi dailies), ''Divya Bhaskar'' and ''Saurashtra Samachar'' (Gujarati dailies), ''Divya Marathi'' (Marathi daily) ,''DNA English'', (English daily) and monthly magazines such as ''Aha Zindagi'', ''Bal Bhaskar'', etc. Presently, the Company''s radio station is on air in 17 cities under the brand name ''My FM''. The frequency allotted to the Company''s radio station is 94.3. The Company derives its revenue mainly from the sale of these publications and advertisements published in the publications and aired on radio.

2. Initial public offer

During the year 2009-10, the Company completed an Initial Public Offer (IPO) of its 18,175,000 Equity Shares ofRs. 10/- each for cash at a price of Rs. 210 each for Retail Investors and Rs. 212 each for other than retail investors. Out of total shares, 12,725,000 fresh equity shares were issued by the Company and an offer for sale of 5,450,000 equity shares of the Company was made by Cliffrose Investments Limited.

Pursuant to the Public Issue, shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited with effect from January 06,2010.

The total IPO proceeds received by the Company were Rs. 2,690,065,000. Following are the details of utilisation of IPO proceeds till March 31,2013 and March 31,2012.

3. Scheme of arrangements:

A) Purchase of M.P. Printers business (Unit of Writers and Publishers Private Limited) on slump sale basis

a) During the year ended March 31, 2012, the Company entered in to a business transfer agreement with Writers and Publishers Private Limited [''WPPL''] to purchase the business of M.P. Printers. M.P Printers was a unit of WPPL and engaged in the business of commercial printing of books, magazines, annual reports, news papers, calendars and other specialised printing activity.

b) WPPL vide its board resolution dated September 12, 2011 had agreed to transfer and sell and the Company had pursuant to the resolution passed by the Executive Committee of the Board of Directors on September 12, 2011, agreed to purchase and acquire the business of M.P. Printers together with its assets, employees, debts and liabilities as a going concern with effect from the transfer date i.e. September 16,2011.

c) As per the agreement, the Company had paid Rs. 350,000,000 as purchase consideration for the purchase of said business which includes the entire undertaking of M.P. Printers.

d) As prescribed in the Scheme, following assets and liabilities of M.P. Printer as at September 16,2011 were transferred to and accounted by the Company at their respective fair values:-

B) On December 11, 2012, the Company acquired additional stake in its two subsidiaries i.e. 45% stake in I Media Corp Limited (''IMCL'') and 43.18% stake in Synergy Media Entertainment Limited (''SMEL'') by acquiring the shares from the shareholders of IMCL and SMEL for the total consideration of Rs. 355,957,875 and Rs. 23,717,232 respectively.

Accordingly, with effect from December 11,2012, IMCL and SMEL had become wholly-owned subsidiaries of the Company.

C) Scheme of Amalgamation between Synergy Media Entertainment Limited and I Media Corp Limited

During the year, with an objective of consolidation of event management business in one single entity, the management of the Company decided to merge Synergy Media Entertainment Limited (''SMEL''), a wholly owned subsidiary of the Company with another wholly owned subsidiary of the Company, I Media Corp Limited (''IMCL''). As per the scheme of amalgamation (the ''scheme''), SMEL would merge in to IMCL with effect from April 01,2012. The Board of directors of IMCL as well as SMEL approved the scheme on December 21,2012.

Subsequently, the scheme was filed with the Honorable High Court of Madhya Pradesh (the ''High Court''). The Scheme was approved by the High Court vide its order dated April 30, 2013. The certified copy of the order was received on May 03, 2013 and was filed with the Registrar of Companies, Gwalior, on May 08, 2013. Accordingly, the scheme became effective from May 08,2013 and operative from the appointed date i.e. April 01,2012.

According to the scheme, the entire business of SMEL was merged with IMCL. The purchase consideration will be discharged by IMCL by issue of 72,914 fully paid equity shares of Rs. 10 each of IMCL valued at Rs. 753.35 per share to the only shareholder of SMEL i.e. D. B. Corp Limited.

As a result of above mentioned transaction, the Company will receive 72,914 equity shares of IMCL in exchange of 240,750 equity shares of SMEL. As per the provisions of Accounting Standard 13 -Accounting for Investments, the difference between thefairvalue of shares received and the book value of shares of SMEL i.e. Rs. 29,470,730 is accounted as Gain on subsidiary merger, under the head ''Other income'' (refer note 19).

4. Provision made for contingencies:

a) Indian Performing Rights Society Limited (IPRS)

The Indian Performing Rights Society Limited (IPRS) had filed a suit against the Company on May 27,2006 before the Honorable High Court of Delhi contesting against the refusal by the Company to obtain a license from the IPRS with regards to broadcasting / performing its copyrighted works and pay royalty to IPRS.

IPRS had prayed for a permanent injunction restraining the Company from infringing any of the copyrights owned by the IPRS as well as for damages in favor of the IPRS. The Honorable Delhi High Court has denied IPRS''s application for injunction. IPRS had since preferred an appeal in the Supreme Court.

Considering the litigation involved, as a matter of abundant caution, the Company has provided for royalty based on the best judgment assessment of the case. The management believes that the provision made in the books is sufficient to take care of the liability for royalty, if any, which would be confirmed only after the final result of the litigation.

Since the matter is under litigation, the disclosures required as per the provisions of Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets relating to the provisions made are not given as it can be expected to prejudice seriously the position of the Company with regards to the litigation.

b) Phonographic Performance Limited (PPL)

A legal Suit was filed by the Company on July 28, 2008 against Phonographic Performance Limited (PPL) before the Copy Right Board against the exorbitant rates proposed by PPL for grant of compulsory licenses. The Copy Right Board passed an order on August 25, 2010 by which PPL was directed to charge the proportionate amount (as per the music played) i.e. royalty was to be calculated @ 2% of the net revenue. Accordingly, the Company is paying royalty to PPL since then.

PPL has been claiming that the said revised rates were applicable only for the period starting from August 25, 2010 and the royalty for the period earlier to August 25,2010 would be charged at a higher rate. PPL had subsequently filed a summary suit in Bombay High Court towards recovery of the said amount. At present the matter is pending before the Bombay High Court.

Considering the litigation involved, as a matter of abundant caution, the Company has provided for the royalty based on the best judgment assessment of the case. The management believes that the provision made in the books is sufficient to take care of the liability for royalty, if any, which would be confirmed only afterthe final result of the litigation.

Since the matter is under litigation, the disclosures required as per the provisions of Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets relating to the provisions made are not given as it can be expected to prejudice seriously the position of the Company with regards to the litigation.

5. Leases

Rentals in respect of operating leases are recognised as an expense in the statement of profit and loss, on a straight-line basis over the lease term.

Operating lease (for assets taken on Lease)

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally renewable by mutual consent.

b) Lease payments recognised for the year are Rs. 215,106,022 (March 31,2012 Rs. 155,561,603).

c) There are no restrictions imposed in these lease agreements. There are escalation clauses in agreement with some parties. There are no purchase options. There are no subleases.

d) There are no non-cancelable leases.

6. Commitments

a) Capital commitment

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 112,205,232 (March 31,2012: Rs. 204,615,373).

b) For commitments relating to derivatives refer note 33(a)

32. Contingent liabilities not provided for

a) The Company has given Corporate Guarantee of Rs. 450,000,000 (March 31, 2012: Rs. 450,000,000) in favor of Export Development Canada on behalf of Decore Exxoils Private Limited (Formerly known as Bhaskar Exxoils Private Limited).

The Company has also entered into an agreement with Decore Exxoils Private Limited and Shri Ramesh Chandra Agarwal, in his personal capacity, whereby the Company has the right for reimbursement in case it has to make payment to lenders on account of default by Decore Exxoils Private Limited.

b) There are several defamation and other legal cases pending against the Company and its directors. These include criminal and civil cases. There are certain employee related cases also pending against the Company. In view of large number of cases, it is impracticable to disclose the details of each case separately.

The estimated amount of claims against the Company in respect of these cases is Rs. 4,189,036 (March 31, 2012: Rs. 21,858,169). The estimated contingency in respect of some cases cannot be ascertained. Based on discussions with the solicitors and also the past trend in respect of such cases, the Company believes that there is no present obligation in respect of the above and hence no provision is considered necessary against the same.

7. The current tax expense includes a net reversal of Rs. 28,771,316 (March 31, 2012: Rs. Nil) relating to earlier periods.

8. Employee Stock Option Scheme 2008,2010 and 2011

The Company has granted Stock Options to its employees as per its scheme/s referred to as "DBCL-ESOS 2008", "DBCL- ESOS 2010" and "DBCL-ESOS 2011 ". During the year ended March 31, 2013 the following schemes were in operation:

9. Investments

a) The Company has invested Rs. 416,662,637 (March 31, 2012: Rs. 5,775,000) in Equity shares and Rs. 350,000,000 (March 31,2012: Rs. 350,000,000) in zero coupon Compulsorily Convertible debentures of I Media Corp Limited [''IMCL''], the wholly owned subsidiary of the Company. The investment in IMCL is a strategic investment.

IMCL has incurred losses during the year and the accumulated losses of IMCL at the close of the year exceed its paid up capital.

IMCL is in the initial years of its operations and such results / position are integral part of operations i.e. initial period in such industry. With the internet market in India booming and internet penetration increasing every year, the management expects continuous growth in the business and profitability in the future years. Considering the nature of business as explained, the management of the Company is of the view that there is no other than temporary diminution in the value of this investment.

Further, in the meeting of Board of Directors of the Company and I Media Corp Limited (''IMCL''), the wholly owned subsidiary of the Company held on May 16, 2013, the Board of Directors of the Company and IMCL approved the proposed scheme of demerger of Internet and Mobile Interactive Service Business of IMCL and transfer of the same to the Company. According to the proposed scheme of demerger the Internet and Mobile Interactive Service Business of IMCL would be demerged and transferred to the Company with effect from April 01, 2013. The Company is in the process of completion of statutory formalities.

b) Other investments

The Company has entered into arrangements with various parties whereby the Company has invested in the securities of these parties. In accordance with these arrangements, the said parties have also agreed to offer their advertisements in the Company''s print and non print media periodically, for a specified term.

On periodic basis, the Company performs the assessment to assess whether there is any diminution other than temporary in the value of investments. Up to March 31, 2013, the Company has made provision ofRs. 160,000,000 (March 31, 2012: Rs. 97,500,000) in respect of other than temporary diminution, in the value of these investments.

10. Details of dues to Micro and Small Enterprises as per Micro, Smal and Medium Enterprises Development Act, 2006.

a) An amount of Rs. 6,721,914 (March 31, 2012: Rs. 5,699,243) and Rs. Nil (March 31,2012: Rs. Nil) was due and outstanding to suppliers as at March 31, 2013 on account of Principal and Interest respectively.

b) No interest was paid during the year to any supplier (March 31,2012:Rs. Nil).

c) No interest was paid to any suppliers for payments made beyond the appointed date during the accounting year (March 31,2012:Rs. Nil).

d) No claims have been received till the end of the year for interest under Micro, Small and Medium Enterprises Development Act, 2006 (March 31,2012: Rs. Nil).

e) No amount of interest was accrued and unpaid at March 31, 2013 (March 31,2012:Rs. Nil)

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

11. Legal and professional charges include sitting fees paid to DirectorsRs. 615,000 (March 31,2012:Rs. 755,000).

12. Since the segment information as per notified Accounting Standard 17 - Segment Reporting notified by the Companies (Accounting Standards) Rules, 2006 (as amended) is provided on the basis of consolidated financial statements, the separate segment information based on standalone financial statements are not provided.

13. Previous yearfigures

Previous year figures have been regrouped / reclassified where necessary to confirm to this years'' classification.


Mar 31, 2010

1. Nature of Operations

D.B. Corp Limited ("the Company") is in the business of publishing newspapers. The major brands are Dainik Bhaskar, Business Bhaskar and DB Star, Hindi dailies, Divya Bhaskar and Saurashtra Samachar, Gujarati dailies, DNA English, an English Daily and monthly magazines such as Aha Zindagi, Bal Bhaskar, etc. The Company derives revenue mainly from the sale of these publications and advertisements published therein. The Company is also in the business of event management, internet and wind energy.

2. Initial Public Offer

During the current year, the Company completed an Initial Public Offer (IPO) of its 18,175,000 Equity Shares of Rs.107- each for cash at a price of Rs.210 each for Retail Investors and Rs. 212 each for other than retail investors. Out of total shares listed, 12,725,000 fresh equity shares were issued by the Company and an offer for sale of 5,450,000 equity shares of the Company was made by Cliffrose Investments Limited.

The premium of Rs. 200 per share for Retail Investors and Rs. 202 each for other than retail investors, amounting to total Rs.2,562,815,000 is credited to Securities Premium Account. The Share Issue expenses incurred by the Company amounting to Rs 196,970,762 have been debited against Securities Premium Account.

Pursuant to the Public Issue, shares of the Company were listed on Bombay StockExchange and National Stock

3. Scheme of Arrangement:

a) As per the Scheme of Arrangement relating to take over of the Internet Division of Indiainfo.Com Limited, the Company had to issue 25 (twenty five) fully paid equity shares of Rs. 10 each and 10 (ten) fully paid preference shares of Rs. 10,000 each to the equity shareholders of Indiainfo.Com Limited on the effective date i.e. July 31, 2007. Out of these shares, 4 equity shares and 1 preference share were allotted and the balance was to be allotted subsequent to obtaining the Foreign Investment Promotion Board (FIPB) approval. However subsequent to the filing of the scheme with the High Courts, the Reserve Bank of India issued a press release which restricts issue of non-convertible securities to non-resident shareholders in par with External Commercial Borrowings (ECB). Accordingly, as a matter of abundant precaution and to avoid any ambiguity it was considered appropriate to modify the form and terms of consideration pursuant to clause 14 of the Scheme of Arrangement. Accordingly it was decided by the Board of Directors in its meeting dated October 25,2007, to issue 180 equity shares of Rs. 10 each in lieu of 9 preference shares at a total value of Rs. 90,000. Further the Company declared bonus shares during the year ended, March 31, 2008. The shares to be issued (including bonus shares) amounting to Rs. 106,590 were shown under Share suspense account for the year ended March 31, 2008. Subsequently, the Company has issued all the balance 1,839 equity shares on June 7, 2008 and the securities premium amounting to Rs.88,200 on 180 equity shares issued in lieu of 9 preference shares is shown under securities premium account.

b) The Company has been legally advised that it shall be able to setoff the unabsorbed losses of Internet Division of Indiainfo. com against its taxable income. Accordingly, the Company has considered and adjusted the. unabsorbed tax losses and unabsorbed depreciation of erstwhile Internet Division of lndiainfo.com Limited in its taxable income for the year ended March 31, 2007, as permissible under the relevant provisions of Income Tax Act, 1961. The management is confident that all the conditions stipulated under Section 72A of the Income TaxAct, 1961 shall be fulfilled within stipulated time period.

a) The Term Loans are secured by:

i) First Charge on Plant and Machinery situated at all locations (other than Gujarat) of the Company;

ii) Second Charge on all current assets;

iii) Personal Guarantee of directors aggregating to Rs. 100,000,000 [Shri Ramesh Chandra Agarwal];

iv) Corporate Guarantees of Writers and Publishers Private Limited aggregating to Rs. 660,000,000.

v) IDBI Bank: Exclusive Charge on the Plant and Machinery being acquired out of the financial assistance. Second Charge on all the fixed assets of the Company;

vi) IDBI Bank: First pari passu Charge with other lenders on up gradation Project Assets. Second Charge on Immovable hosing property of Writers and Publishers Private Limited at various units.

b) Cash Credit Facilities are secured by:

i) First Charge on the entire current assets and;

ii) Second Charge on the other movable properties (other than current assets) of the Company.

iii) Personal Guarantees of Directors aggregating to Rs. 158,373,837 [Shri Ramesh Chandra Agarwal, Shri. Sudhir Agarwal, Shri. Girish Agarwal and Shri. Pawan Agarwal]

iv) Corporate Guarantees of Writers & Publishers Private Limited.

c) Foreign Currency Loan is secured by:

i) AGCO Finance GmbH: First pari passu Charge with other lenders on up gradation Project Assets.

d) Buyers Credit Facilities are secured by:

i) Standard Chartered Bank: First Charge on the current assets of the Company

ii) HSBC Bank: First Pari passu Charge over current assets of the Company Second Charge over Plant and Machinery of the Company and Corporate Guarantee of Writers and Publishers Private Limited.

4. Leases

Rental expenses in respect of operating leases are recognized as an expense in the profit and loss account, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease)

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally renewable by mutual consent;

b) Lease payments for the year are Rs. 69,919,405 (Previous year Rs. 72,870,993);

c) The future minimum lease payments under non-cancellable operating leases;

- not later than one year is Rs. 60,993,479 (Previous year Rs. 73,841,598);

- later than one year but not later than five years is Rs. 268,489,767 (Previous year Rs. 314,441,723);

- later than five years Rs. 4,124,307 (Previous year Rs. 16,602,207).

d) There are no restrictions imposed in these lease agreements. There are escalation clauses in agreement with some parties. There are no sub leases.

5. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 138,612,551 (Previous year Rs. 360,759,654).

6. Contingent Liabilities not provided for

a) There are several defamation and other legal cases pending against the Company and its directors. These include criminal and civil cases. There are certain employee related cases also pending against the Company. In view of large number of cases, it is impracticable to disclose the details of each case.

The estimated amount of claims against the Company in respect of these cases is Rs. 12,187,682 (Previous year Rs. 42,666,433). The estimated contingency in respect of some cases cannot be ascertained. Based on discussions with the solicitors and also the past trend in respect of such cases, the Company believes that there is fair chance of decisions in its favour in respect of above and hence no provision is considered necessary against the same.

Defined Benefit Plan

A-Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity or departure at 15 days salary (last drawn salary) for each completec year of service. The scheme is funded with anlnsurance company in the form of a qualifying insurance policy.

B- Leave Encashment

In accordance with leave policy, the company has provided for leave entitlement on the basis of an actuarial valuation carried out at the end of the year.

The following tables summarise the components of net benefil expense recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the respective plan.

The Company has adopted Accounting Standard 15 (Revised) from April 01, 2007, thereby has not given disclosure for the following for

Financial years ended on March 31, 2007 and March 31, 2006:

(a) The present value of the defined benefit obligation, the fair value of the plan assets and the surplus or deficit in the plan; and

(b) The experience adjustments arising on plan liabilities and plan assets.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The expected volatility was determined based on historical volatility data, historical volatility includes early years of the companies life, the company expects the volatility of its share price to reduce as its natures to allow for the effects of early exercise. To allow for effects of early exercise, it was assumed that the employees will exercise option after the vesting date, when share price was in excess of the exercise price.

Had Compensation cost been determined in accordance with the fair value approach described in the Guidance Note, the Companys net profit as reported would have changed to amounts indicated below:

7. Fixed Deposits

Cash and Bank includes Fixed Deposits having maturity period of more than three months amounting Rs.1,460,298,603 (Previous year Rs. 62,290,415).

8. Investments

a) The Company has invested Rs. 700,000,000 in Synergy Media Entertainment Limited [SMEL] and Rs. 5,775,000 in I Media Corp Limited [IMCL], which are subsidiary companies. The Company has also given loans / advances amounting to Rs. 646,383,131 to SMEL and Rs. 200,728,008 to IMCL. The said investments are of a long term strategic nature. Both these companies are in the initial years of commercial operations and have accumulated losses (as per their latest audited financial statements for the year ended March 31, 2010) aggregating fc> Rs. 770,449,346 and Rs. 180,918,078 respectively. Further, in case of radio industry, the Company, however, is of the view that the nature of business is such that every player in the radio industry incurred losses in the initial years but with the increasing market share of radio in media advertising, the resultant revenue generation will result in profits in near future. These being long term and strategic investments and also in view of the projected profitable operations of these companies, the management is of the view that there is no diminution other than temporary in the value of these investments and also that these loans are fully recoverable.

b) Further, subsequent to the balance sheet date, in the meeting held on May 5,2010, the Board of Directors of the Company has approved the merger of the radio business of SMEL with the Company by way of demerging the same from SMEL. The Company has also filed the scheme of Arrangement with the Stock Exchanges and is in the process of filing the same with the respective High Courts.

According to the provisions of the scheme, with effect from proposed appointed date i.e. April 01, 2010, the assets and liabilities of the radio business of SMEL would be merged in the Company.

c) Investment in Private Treaties

The Company has strategically entered into arrangements with various parties by investing in the securities of these parties. By these arrangements, the said parties would also offer their advertisements in the Companys print and non print media periodically, for a specified term. Up to March 31, 2010, the Company has made provision of Rs. 52,500,000 (Previous year Rs. 7,500,000) in respect of diminution, which is other than temporary, in the value of these investments. The management will evaluate the value of these investments periodically and required provision would be made in respect of any diminution which is other than temporary.

9. Dues to Micro and Small Enterprises.

As informed, the Company does not have any dues outstanding to the micro and small enterprises as defined in Micro Small and Medium Enterprise Development Act, 2006. The identification of micro and small enterprises is based on information available with the management regarding the status of these parties which is being relied upon by the auditors.

10. Salaries, Wages and Bonus include sitting fees paid to Directors Rs. 380,000 (Previous year Rs. 305,000).

11. Since the segment information as per notified Accounting Standard 17 - Segment Reporting notified by the Companies (Accounting Standards) Rules, 2006 (as amended) is provided on the basis of consolidated financial statements, the separate segment information based on standalone financial statements are not provided.

12. Previous Year Comparatives

The figures for the previous year presented have been regrouped where necessary to conform to this year classification.






Mar 31, 2009

1. Nature of Operations

The Company is in the business of publishing newspaper Dainik Bhaskar, a Hindi daily, Divya Bhaskar and Saurashtra Samachar, Gujarati daily, Business Bhaskar, DB Star DNA English and monthly magazines, Aha Zindagi, Bal Bhaskar and other magazines. The Company derives revenue from the sale of these publications, advertisements published therein and by undertaking printing jobs. The Company is also in the business of event management, internet and wind energy.

2. Change in Accounting Policy

Exchange Differences on Long Term Foreign Currency Monetary Items Upto March 31, 2008 the Company was charging off exchange differences arising on long term foreign currency monetary assets and liabilities to profit and loss account. Pursuant to Companies (Accounting Standards) Amendments Rules, 2009, the Company has exercised the option of deferring the charge to the profit and loss account arising on exchange differences, in respect of accounting periods commencing on or after 7th December, 2006, on long-term foreign currency monetary items (i.e. monetary assets or liabilities expressed in foreign currency and having a term of 12 months or more at the date of origination). As a result, such exchange differences so far as they relate to the acquisition of a depreciable capital asset have been adjusted with the cost of such asset and would be depreciated over the balance life of the asset.

Accordingly, in the current year, exchange differences pertaining to long term foreign currency monetary items amounting to Rs 32,356,651 have been capitalised. There were no such exchange differences pertaining to the accounting period from April 1, 2007 to March 31, 2008.

Had the Company continued to use the earlier basis of accounting for exchange differences arising on long-term foreign currency monetary items, the charge to the profit and loss account before tax for the current year would have been higher by Rs 32,356,651 and the Capital work in progress as at March 31, 2009 would have been lower by the same amount.

3. Scheme of Arrangement:

a) As per the Scheme of Arrangement relating to take over of the Internet Division of Indiainfo.Com Ltd, the Company had to issue 25 (twenty five) fully paid equity shares of Rs. 10/- each and 10 (ten) fully paid Preference shares of Rs. 10,000/- each to the equity shareholders of Indiainfo.com on the effective date i.e. July 31, 2007. Out of these shares, 4 equity shares and 1 preference share were allotted and the balance were to be allotted subsequent to obtaining the FIPB approval. However subsequent to the filing of the scheme with the High Courts, the Reserve Bank of India issued a press release which restricts issue of non-convertible securities to non- resident shareholders in par with External Commercial Borrowings (ECB). Accordingly, as a matter of abundant precaution and to avoid any ambiguity it was considered appropriate to modify the form and terms of consideration pursuant to clause 14 of the Scheme of Arrangement. Accordingly it was decided by the Board of Directors in its meeting dated October 25, 2007, to issue 180 equity shares of Rs. 10/- each in lieu of 9 preference shares at a total value of Rs. 90,000. Further the Company declared bonus shares during the year ended, March 31, 2008. The shares to be issued (including bonus shares) amounting to Rs. 106,590/- were shown under Share Suspense Account for the year ended March 31, 2008. Subsequently, the Company has issued all the balance 1,839 equity shares on June 7, 2008 and the Security Premium amounting to Rs.88,200 on 180 equity shares issued in lieu of 9 preference shares is shown under Securities Premium Account.

b) The Company has been legally advised that it shall be able to set off the unabsorbed losses of Internet Division of Indiainfo.com against its taxable income. Accordingly, the Company has considered and adjusted the unabsorbed tax losses and unabsorbed depreciation of erstwhile Internet Division of Indiainfo.com Ltd. in its taxable income for the year ended March 31, 2007, as permissible under the relevant provisions of Income Tax Act, 1961. The management is confident that all the conditions stipulated under Section 72A of the Income Tax Act, 1961 shall be fulfilled within stipulated time period.

4. Leases

Rental expenses in respect of operating leases are recognized as an expense in the profit and loss account, on a straight-line basis over the lease term. Operating Lease (for assets taken on Lease)

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally renewable by mutual consent;

b) Lease payments for the year are Rs. 72,870,993 (Previous year Rs. 55,792,481);

c) The future minimum lease payments under non-cancellable operating leases;

- not later than one year is Rs. 73,841,598 (Previous year Rs. 45,632,748);

- later than one year but not later than five years is Rs. 314,441,723 (Previous year Rs. 185,075,534);

- later than five years Rs. 16,602,207 (Previous year 5,912,469).

d) There are no restrictions imposed in these lease agreements. There are escalation clauses in agreement with some parties. There are no sub leases.

5. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 360,759,654 (Previous year Rs. 1,254,794,523).

6. Contingent Liabilities not provided for

a) Letter of Credit against purchase of capital goods: Rs. Nil (Previous year Rs. 1,453,371,461).

b) There are several defamation and other legal cases pending against the Company and its directors. These include criminal and civil cases. In view of large number of cases, it is impracticable to disclose the details of each case. The estimated amount of claims against the Company in respect of civil claims is Rs. 42,666,433 (Previous year Rs. 30,907,577). The estimated contingency in respect of the other cases cannot be ascertained. Based on discussions with the solicitors and also the past trend in respect of such cases, the Company believes that there is fair chance of decisions in its favour in respect of above and hence no provision is considered necessary against the same. Further there are certain employee related cases pending against the Company. The estimated amount of such claims against the Company is not ascertainable.

7. The Company has issued 1,638 (Previous year 166,651,212) equity shares of Rs. 10 each fully paid up as bonus shares in the ratio of 78 bonus shares for every 1 share on 21 shares held in Share Suspense Account. As per Notified Accounting Standard 20 on Earning per share, the weighted average number of equity shares outstanding during the period and for all the periods presented are adjusted for issue of these bonus shares.

8. Share Issue Expenses

Up to March 31, 2009, the Company has incurred Rs. 41,764,142 in connection with the proposed public issue of its equity shares. This amount shall be adjusted against securities premium arising from the proposed issue of equity shares, as permitted under section 78 of the Companies Act, 1956. This amount has been carried forward and disclosed separately under the head Miscellaneous Expenditure in the Balance Sheet.

9. Fixed Deposits

Cash and Bank includes Fixed Deposits having maturity period of more than three months amounting Rs. 62,290,415 (Previous year Rs. 249,460,921).

10. Investments

a) The Company has invested Rs. 700,000,000 in Synergy Media Entertainment Limited [SMEL] and Rs. 5,775,000 in I Media Corp Limited [IMCL], which are subsidiary companies. The Company has also given loans / advances amounting to Rs. 468,898,014/- to SMEL and Rs. 144,721,384/- to IMCL. The said investments are of a long term strategic nature. Both these companies are in the initial years of commercial operations and have accumulated losses (as per their latest audited financial statements) aggregating to Rs. 586,335,702 and Rs. 123,237,445 respectively. Further, in case of radio industry, the Company, however, is of the view that the nature of business is such that every player in the radio industry incurred losses in the initial years but with the increasing market share of radio in media advertising, the resultant revenue generation will result in profits in near future. These being long term and strategic investments and also in view of the projected profitable operations of these companies, the management is of the view that there is no diminution other than temporary in the value of these investments and also that these loans are fully recoverable.

b) Synergy Media Entertainment Limited [SMEL] had issued 17,255,000 equity shares of Rs. 10/- each on November 13, 2007 to Bhaskar Infrastructure Limited. As a result, the Companys stake in SMEL has reduced from 99.69% to 56.82%. SMEL has also executed the Share Subscription and Shareholders Agreement on December 5, 2007 with Cliffrose Investment Limited [CIL] pursuant to which SMEL shall issue and allot 1,326,500 equity shares at a minimum price of Rs.11.50 per share aggregating to minimum of Rs. 15,254,750. SMEL has not issued these shares as at March 31, 2009.

c) Investment in Private Treaties

The Company has strategically entered into arrangements with various parties by investing in the securities of these parties. By these arrangements, the said parties would also offer their advertisements in the Companys print and non print media periodically, for a specified term. During the year the Company has made provision of Rs. 7,500,000 in respect of diminution, which is other than temporary, in the value of these investments. The management will evaluate the value of these investments periodically and required provision would be made in respect of any diminution which is other than temporary.

11. Salaries, Wages and Bonus include sitting fees paid to Directors Rs. 305,000 (Previous year Rs. 160,000)

12. Dues to Micro, Small and Medium Enterprises.

As informed, the Company does not have any dues outstanding to the micro and small enterprises as defined in Micro Small and Medium Enterprise Development Act, 2006. The identification of micro and small enterprises is based on information available with the management regarding the status of these parties which is being relied upon by the auditors.

13. Previous Year comparatives

Previous years figures have been regrouped where necessary to conform to this years classification.


Mar 31, 2007

1. Nature of Operations

The Company publishes Dainik Bhaskar, a Hindi daily, Divya Bhaskar and Saurashtra Samachar, Gujarati daily and monthly magazines, Aha Jindagi, Bal Bhaskar and others. The Company derives revenue from the sale of the above mentioned publications, advertisements published therein and by undertaking printing jobs. The Company is also into the business of Wind Energy.

2. Scheme of Arrangement:

a) Pursuant to the Scheme of Arrangement approved by Honble Karnataka High Court and Gujarat High Court, under Section 391 to 394 read with Sections 100 to 103 and other applicable provisions of the Companies Act, 1956, the Company has taken over the Internet division of Indiainfo.com Ltd. (the De- merged entity) with effect from September 1, 2006, being the Appointed Date. All the assets and liabilities of the Internet division of Indiainfo.com as at September 1, 2006 have been transferred to the Company at their respective book values.

b) The scheme of Arrangement shall be effective from the Appointed Date (September 1, 2006) but is operative from the date on which the certified copies of the Orders of the High Court of Karnataka and Gujarat are filed with the Registrar of Companies (the effective date, which is July 31, 2007)

c) As per the Scheme of Arrangement, from the Appointed Date (September 1, 2006) Indiainfo.com Ltd carried on business and activities for the benefit of and in trust for the Company and thus, all the profits or losses accruing or arising to the Internet Division of Indiainfo.Com Ltd. shall be treated as profits or losses of the Company. The Scheme of Arrangement has accordingly been given effect to in these financial statements.

d) As per the Scheme, the Company has to issue 25 (twenty five) fully paid equity shares of Rs. 10/- each and 10 (Ten) fully paid Preference shares of Rs.10,000/- each to the equity shareholders of Indiainfo.com on the effective date i.e. July 31, 2007. The shares to be issued amounting to Rs. 100,250/- are shown under Share Suspense Account on the Balance Sheet date. Out of these shares, 4 equity shares and 1 preference shares have been allotted till date and the balance will be allotted subsequent to obtaining the FIPB approval.

e) The details of the assets and liabilities transferred to the Company, the shares to be issued and the resultant Goodwill as per the Scheme of Arrangement are detailed as below:-

Particulars Amount in Rs.

Fixed assets 750,000 Current Assets 1,269,536 Total Assets 2,019,536 Less: Current liabilities and provision 2,373,923 Shares to be allotted 100,250 Goodwill (454,637)

f) Further, the Company has entered into another agreement for taking over the Overseas Rights which would be effective from the date of court order. For the said rights, the Company will pay Rs 200 lacs which has also been accrued and debited to Goodwill.

g) The Company has been legally advised that it shall be able to set off the unabsorbed losses of Internet Division of Indiainfo.com against its taxable income.

3. Purchase / Acquisition.

The Company has entered into Business Transfer Agreement with Saurashtra Samachar Pvt. Ltd. and New Era Publication Pvt. Ltd. for acquisition of certain businesses as a going concern with effect from January 1, 2007. The respective assets and liabilities of the businesses have been acquired by the Company at their book values. The difference of Rs. 5,154,880 between the book value of net assets and the consideration paid by the Company has been accounted as Goodwill.

4. Leases

Rental expenses in respect of operating leases are recognized as an expense in the Profit and Loss Account, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease)

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally renewable by mutual consent;

b) Lease payments for the year are Rs. 39,385,326 (Previous year Rs. 35,080,583);

c) The future minimum lease payments under non-cancellable operating leases;

- not later than one year is Rs. 42,754,519.

- later than one year but not later than five years is Rs. 183,959,920.

5. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 189,268,709 (Previous year Rs. 156,457,811).

6. Contingent Liabilities not provided for

a) Letter of Credit against purchase of capital goods : Rs. 2,100,000 (Previous year Rs. 3,250,000).

7. Investments

The Company has invested Rs 7,000 lacs in Synergy Media Entertainment Ltd., a subsidiary company. The said investment is of a long term strategic nature. Considering the future business projections of the subsidiary company, the management is of the opinion that there is no diminution other than temporary in the value of these investments.

8. Dues to Small Scale Industrial Units (SSI)

The Company has sent a request to its suppliers for confirmation of their status under Small Scale Industrial Undertakings. Pending responses from the suppliers, the disclosures have not been made.

9. Dues to Micro And Small Enterprises

The Company has sent a request to its suppliers for confirmation of their status under Micro, Small and Medium Enterprises Development Act, 2006. Pending responses from the suppliers, the disclosures have not been made.

10. Previous Years Audit

Previous years audit was conducted by Gupta Navin K. & Co. and the current years audit is conducted jointly by Gupta Navin K. & Co. and S.R. Batliboi & Associates.

11. Previous Year comparatives

Previous years figures have been regrouped/rearranged where necessary to conform to this years classification.

 
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