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Notes to Accounts of DB Corp Ltd.

Mar 31, 2023

Information regarding income and expenditure of Investment property

There are no income and expenses in relation to investment properties except for depreciation mentioned in the above schedule.

The investment properties includes land, commercial and residential properties. Based on the managementâs assessment of the nature, characteristics and risks of each property as at March 31,2023 the fair value of the properties in aggregate amounts to '' 1,019.22 million (March 31,2022: '' 1,082.86 million).

Estimation of fair value

The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, the Company consider information from a variety of sources including current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences.

The fair values of investment properties have been determined by independent valuers and / or managementâs internal assessment. All resulting fair value estimates for investment properties are included in level 3 fair value hierarchy.

Refer Note 38 for Contractual obligations to purchase, construct or develop the investment properties.

For title deeds related details Refer Note 47 (xiii) (a).

(a) Terms / rights attached to each class of shares Equity shares

The Company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity shares present at a meeting in person or by proxy is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.

(e) Shares reserved for issue under options

For details of shares reserved for issue under the Employee Stock Option Schemes (âESOSâ) of the Company, Refer Note 40.

(f) The Company during the preceding 5 years

i. Has not allotted shares pursuant to contracts without payment received in cash.

ii. Has not issued shares by way of bonus shares.

iii. Has bought back 9,200,000 equity shares in the Financial Year 2018-19.

Nature and purpose of reserves:a) Capital Redemption Reserve:

As per the Companies Act, 2013, capital redemption reserve is created when Company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of shares so purchased is transferred to capital redemption reserve.

b) Securities Premium Reserve:

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

c) Stock option outstanding account:

The stock options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

d) General Reserve:

General reserve is a free reserve and is available for distribution as dividend, issue of bonus shares, buy back of the Companyâs securities. It was created by transfer of amounts out of distributable profit.

e) FVOCI - Equity Instruments

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity instruments reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

(a) Cash credit facilities:

Cash credit facilities from banks were secured by first pari-passu charge on the entire current assets and second pari-passu charge on the entire movable fixed assets of the Company with other consortium bankers. During the year the Company has not used the cash credit facility.

(b) Buyersâ credit facilities:

(i) Secured buyersâ credit facilities from banks are secured by first charge on the current assets and second charge on moveable fixed assets of the Company with other consortium bankers. Interest rates for buyersâ credit are multiline rates during the year ranging between 1.65% p.a. and 5.86% p.a. (March 31,2022: between 0.63% p.a. and 0.98% p.a.). They are repayable within 90 days to 180 days.

Terms and conditions of transactions with related parties

â¢ Outstanding balances at the year-end are unsecured and interest free, unless specified. The Company has not recorded any impairment of receivables relating to amounts owed by related parties during the year ended March 31,2023 and March 31,2022.

â¢ Transactions relevant to dividends, subscription for new equity shares were on the same terms and conditions that applied to other shareholders.

(d) For information on transactions with post-employment benefit plan mentioned in (a) above, Refer Note 39.

36. Disclosure in relation to LessorOperating lease (for assets given on Lease):

The Company has entered into operating lease on its Property, Plant and Equipment consisting of certain Plant and Machinery and Building premises. These leases have a term ranging from 1 to 6 years which includes cancellable and non-cancellable period.

Lease incomes 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. Lease payments include escalation clause as part of inflation increase, but there are no other variable lease payments.

Lease income recognised for the year is '' 34.59 million (March 31,2022: '' 14.61million).

37. Contingent liabilities

Contingent liabilities not provided for are as follows:

(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 separately. The estimated amount of claims against the Company in respect of these cases is '' 2.50 million (March 31, 2022: '' 1.50 million). The estimated contingency in respect of some cases cannot be ascertained. Based on discussions with the legal advisors 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.

(b) The Contingent liability relating to determination of provident fund liability, based on judgement from Honâble Supreme Court, is not determinable at present for the period prior to March 2019, due to uncertainty on the impact of the judgement in the absence of further clarification relating to applicability. The Company has started compliance with the above ruling from April 1, 2019. The Company will continue to assess any further developments in this matter for their implications on standalone financial statements, if any.

39. Employee benefits(i) Defined contribution plans

The Company has certain defined contribution plans. Contributions are made to provident fund, employee deposit linked insurance scheme (EDLI), employeeâs state insurance corporation (ESIC), and other funds. The contributions for provident fund are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.

(ii) Other contribution plans

The Company has setup a trust for the welfare of its employees named "Dainik Bhaskar Karamchari Aapat Nidhiâ. The object of the trust is to provide benefits to the Companyâs employees for superannuation, on the event of illness in family of the employee and benefits to the dependents on account of employeeâs death.

(iii) Defined Benefit Plans a) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

H. Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Asset Volatility

The plan liabilities are calculated using a discount rate set with reference to market yield of Government securities as at the Balance Sheet date. If plan assets underperform this yield, this will create a deficit. Plan asset investments are made in Group Gratuity Scheme of Kotak Mahindra Bank and LIC of India. These are subject to interest rate risk and the fund manages interest rate risk.

Investment Risk

The funds are invested with an external insurer (LIC of India and Kotak Mahindra Life Insurance Limited (Kotak)). The insurer manages the Gratuity Fund and provides quarterly interest returns. Considering LIC and Kotak are insurer with a sovereign guarantee and no history of defaults, the investment risk is not significant.

Changes in yields

A decrease in yields of plan assets will increase plan liabilities, although this will be partially offset by an increase in the value of the planâs holdings.

b) Compensated absences

Eligible employees can carry forward (maximum 54 days) and encash leave on separation from the entity due to death, retirement, superannuation or resignation subject to maximum encashment of 12 leaves.

40. 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 âDBCL -ESOS 2008â, âDBCL- ESOS 2010â, âDBCL-ESOS 2011â (issued in sixteen tranches, designated as "T-1âto T-16 hereinafter) and âDBCL-ESOS 2021â.

Options under âDBCL - ESOS 2008â and âDBCL- ESOS 2010â Schemes were already vested and exercised and following schemes were in operation during the year ended March 31,2023.

Fair value of option granted:

The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

There are no transfers between any levels during the year. The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

â¢ The Company has used prices from prior transactions / third-party pricing information with relevant adjustment for the valuation of unquoted equity shares. Hence the quantitative information about the significant unobservable inputs have not been disclosed.

â¢ The Company enters into derivative financial instruments majorly foreign exchange forward contracts with the banks. These foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs. There are no foreign exchange forward contracts as on March 31,2023 and March 31,2022.

The finance department of the Company includes a team that carries out the valuation of financial assets and liabilities required for financial reporting purposes.

The Companyâs principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations. The Company also holds quoted and unquoted investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Companyâs senior management oversees the management of these risks. The Companyâs senior management ensures that the Companyâs financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. It is the Companyâs policy that no trading in derivatives for speculative purposes can be undertaken. The senior management reviews and agrees policies for managing each of these risks, which are summarised below.

i. Market risk

Market risk is the risk of loss of future earnings, fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, investments, derivative financial instruments and borrowings.

The sensitivity analysis has been prepared on the basis that the proportion of financial instruments in foreign currencies is all constant as at March 31,2023.

The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and nonfinancial assets and liabilities.

The following assumptions have been made in calculating the sensitivity analysis:

â¢ The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial liabilities held at March 31,2023 and March 31,2022.

a. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the Foreign Currency Borrowings with floating interest rates.

b. Foreign exchange risk

The Company procures newsprint from the international markets after considering the prevailing prices in the domestic and international markets. The Company uses foreign exchange forward contracts to manage some of its transaction exposures. These foreign exchange forward contracts are not designated as cash flow hedges and are entered into for the periods consistent with the foreign currency exposure of the underlying transactions, generally from one to six months.

The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives. The Companyâs exposure to foreign currency changes for all other currencies is not material.

ii. Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the on-going printing of newspapers and magazines and therefore require a continuous supply of newsprint. The Companyâs Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. Based on a 12-month forecast of the required newsprint supply, the Company hedges the purchase price by entering 6 to 12 months supply contract with vendors.

iii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contract obligation.

Credit risk arises from cash and cash equivalents, contractual cash flows of debt instruments, favorable derivative financial instruments, security deposits and other deposits and deposit with banks and financial institutions, as well as credit exposures to customers including outstanding receivables.

Credit risk is managed on an entity level basis.

The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

Credit risk on cash and cash equivalents, fixed deposits and investments is limited as Company generally invests in deposit with banks and financial institutions with high credit ratings. Investments primarily include investment in liquid mutual fund units.

The Companyâs exposure to investment in preference shares, deposits with government authorities and security deposit for leased assets are considered to be low.

The Company periodically monitors the recoverability and credit risks of its other financial assets including security deposits and other receivables. The Company evaluates 12 months expected credit losses of all the financial assets for which credit risk has not increased. In case credit risk has increased significantly, the Company considers life time expected credit losses for the purpose of impairment provisioning.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics (e.g. Government and Non-Government customers in respect to advertisement for print and radio and circulation customers) and the days past due. The contract assets relate to unbilled services and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Company has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for current and forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Impairment losses on trade receivables and contract assets are presented as net impairment losses. Subsequent recoveries of amounts previously written off are credited against the same line item. This amount is reflected under the head âother expensesâ in the standalone statement of profit and loss.

iv. Liquidity risk

The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of buyerâs credit and bank loans. All of the Companyâs debt will mature in less than one year at March 31,2023 based on the carrying value of borrowings reflected in the financial statements. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Companyâs performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Companyâs policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

45. Capital Management

For the purpose of the Companyâs capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Companyâs capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants, if any. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, lease liabilities less cash and cash equivalents, as calculated below.

In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing (buyerâs credit) in the current year.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2023 and March 31,2022.

46. Since the segment information as per Ind AS 108-Operating Segments, is provided on the basis of Consolidated Financial Statements, the same is not provided separately for the Standalone Financial Statements.

47. Additional regulatory information as required by Schedule IIIi. Details of benami property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii. Borrowing secured against current assets

The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts for the year ended March 31,2023 and for the year ended March 31,2022.

iii. Wilful defaulter

The Company has not been declared as wilful defaulter by any bank or financial institution or government or any government authority during the year ended March 31,2023 and previous year ended March 31,2022.

The Company had no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956 as on March 31,2022.

v. Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

vi. Compliance with approved scheme of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

vii. Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

viii. Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

ix. The Company has not given any Loans or Advances to Specified Persons including Promoters, Directors, Key Managerial Personnel and any other Related Parties during the year ended March 31,2023 and previous year ended March 31,2022.

x. Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

xi. Valuation of Property, Plant and Equipment, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

> Trade payable Turnover Ratio: The variance is on account of increase in purchases made and decrease in average trade payables during the current year as compared previous year.

> Net Capital Turnover Ratio: The Variance is mainly due to increase in the Companyâs turnover and decrease in working capital due to increase in tenure of fixed deposits as compared to previous year.

xiii. Other Regulatory InformationNote:

1. The Investment properties consist of land at 22 locations, 234 residential apartments and 11 commercial offices/ shops, which have been acquired under the barter arrangement. The Company has taken physical possession of all these properties and possession letters are in the name of the Company.

2. The Company has received the possession letter and physical possession of the Land & buildings in its control and is in process of getting the properties registered in its name.

(b) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfactions which are yet to be registered with the Registrar of Companies beyond the statutory period.

The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were taken.

48. 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).

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 in these standalone financial statements.

49. Previous yearâs figures have been regrouped / reclassified wherever necessary to conform to current yearâs classifications.

Mar 31, 2021

The total cash outflow for leases for the year ended March 31, 2021 was '' 316.90 million (March 31, 2020: '' 298.81 million) (includes payment towards interest of '' 167.05 million and principal of '' 149.85 million (March 31, 2020: '' 160.43 million and 138.38 million respectively). Additionally, the Company has cash outflow towards upfront payment for future rentals (Right-of-use assets) of '' 201.51 million (March 31,2020: '' 285.67 million).

Extension and termination options

Extension and termination options are included in number of Property, Plant and Equipment leases across the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Companyâs operations. The majority of extension and termination options held are exercisable only by the Company and not by the respective lessor.

Information regarding income and expenditure of Investment property

There are no income and expenses in relation to investment properties except for depreciation mentioned in the above schedule.

The investment properties consist of commercial and residential properties. Based on the managementâs assessment of the nature, characteristics and risks of each property as at March 31, 2021 the fair amounts of the properties are ''1,013.91 million (March 31,2020: '' 903.54 millions).

Estimation of fair value

- current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences

Refer Note 37 for Contractual obligations to purchase, construct or develop investment property.

1) During the financial year 2017-18, the Company had given a loan of '' 300 million to a Company at interest rate of 10% p.a. for working capital requirements and business needs of the borrower. The loan was repayable on or before March 31, 2020. During the financial year 2019-20, tenure of this loan was extended with bullet repayment on or before June 30, 2022. During the current year the borrower has made early prepayment of '' 50 million.

2) During the financial year 2018-19, the Company had given a loan of '' 2 million to its subsidiary DB Infomedia Private Limited at interest rate 10% p.a. and is repayable on demand. This loan is to be utilised for subsidiaryâs principal business activities.

3) The Company has given an interest free loan to its employees and is repayable within a period of 3 months to 6 months.

(a) Terms/ rights attached to each class of shares Equity shares

The Company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

(d) Shares reserved for issue under options

For detail of shares reserved for issue under the Employee Stock Option Schemes (âESOSâ) of the Company, Refer Note 39.

(e) The Company during the preceeding 5 years

i. Has not allotted shares pursuant to contracts without payment received in cash.

ii. Has not issued shares by way of bonus shares.

iii. Has bought back 9,200,000 equity shares in the Financial Year 2018-19.

Nature and purpose of reserves:

a) Capital redemption reserve

As per the Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of shares so purchased is transferred to capital redemption reserve.

b) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

c) Employee share option outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

d) General reserve

e) FVOCI - Equity Instruments

(a) Cash credit facilities:

Cash credit facilities from banks were secured by first pari-passu charge on the entire current assets and second pari-passu charge on the entire movable fixed assets of the Company with other consortium bankers. The cash credit was repayable on demand with interest rates during the year ranging between 7.85% p.a. and 9.50% p.a. (March 31,2020: between 8.15% p.a. and 9.50% p.a.)

(b) Buyersâ credit facilities:

(i) Secured buyersâ credit facilities from banks are secured by first charge on the current assets and second charge on moveable fixed assets of the Company with other consortium bankers. Interest rates for buyersâ credit are multiline rates during the year ranging between 1.02% p.a. and 2.11% p.a. (March 31,2020: between 2.99% p.a. and 3.39% p.a.). They are repayable within 90 days to 180 days.

(ii) Interest rates for unsecured buyersâ credits are multiline rates during the year ranging between 1.23% p.a. and 3.53% p.a. (March 31,2020: between 1.69% p.a. and 2.96% p.a.). They are repayable within 90 days to 180 days.

#As the liabilities for defined benefit plans are provided on actuarial basis for the Company as a whole, the amounts

pertaining to Key Management Personnel are not included.

*Represents balance below '' 10,000.

**The amount given above is net of advance given and refunded back of '' Nil (March 31,2020''200 million) on account

of cancelled contracts.

Terms and conditions of transactions with related parties

â¢ The sales to and purchases from related parties, rent paid to and received from related parties and other transactions are made on terms equivalent to those that prevail in armâs length transactions. These transactions are approved by the audit committee. Outstanding balances at the year-end are unsecured and interest free, unless specified. The Company has not recorded any impairment of receivables relating to amounts owed by related parties during the year ended March 31,2021 and March 31,2020.

â¢ Transactions relevant to dividends, subscription for new equity shares were on the same terms and conditions that applied to other shareholders.

35. The COVID-19 situation continues to evolve. The Company has evaluated the impact of this pandemic on its business operations, liquidity and financial position and based on managementâs review of current indicators and economic conditions, no additional adjustment is required in the financial statements for the year ended March 31, 2021. Given the uncertainty associated with its nature and duration, the impact may be different from that estimated as at the date of approval of these financial statements. The Company will continue to monitor any material changes to future economic conditions.

36. Contingent liabilities

Contingent liabilities not provided for are as follows:

(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 separately. The estimated amount of claims against the Company in respect of these cases is '' 1.23 million (March 31, 2020: '' 1.23 million). The estimated contingency in respect of some cases cannot be ascertained. Based on discussions with the legal advisors 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.

(I) Defined contribution plans

The Company has certain defined contribution plans. Contributions are made to provident fund, employeeâs state insurance corporation and other funds. The contributions for provident fund are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual or any constructive obligation.

(II) Other contribution plans

The Company has setup a trust for the welfare of its employees named âDainik Bhaskar Karamchari Aapat Nidhiâ. The objects of the trust is to provide benefits to the Companyâs employees for superannuation, on the event of illness in family of the employee, for education of employeeâs children and benefits to the dependents on account of employeeâs death.

During the year ended March 31, 2021 and March 31, 2020, the Company contributed the following amounts to defined & other contribution plans:

i) Gratuity

As per the payment of Gratuity Act, 1972, 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 daysâ salary (last drawn salary) for each completed year of service. The scheme of the Company is funded with insurance companies in the form of a qualifying insurance policy. Management aims to keep annual contribution relatively stable at such a level such that no plan deficits will arise.

H. Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Asset Volatility

The plan liabilities are calculated using a discount rate set with reference to market yield of Government securities as at the Balance Sheet date. If plan asset underperform this yield, this will create a deficit. Plan asset investments are made in Group Gratuity Scheme of Life Insurance Companies. These are subject to interest rate risk and the funds manages interest rate risk.

Changes in yields

A decrease in yields of plan assets will increase plan liabilities, although this will be partially offset by an increase in the value of the planâs holdings.

ii) Leave Obligations

The leave obligations cover the Companyâs liability for earned leave.

The entire amount of the provision of '' 91.65 million (March 31,2020: '' 107.22 million) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.

â¢ Fair values for current financial assets and financial liabilities have not been disclosed because their carrying amounts are a reasonable approximation of their fair values. These assets and liabilities are classified under level 3.

There are no transfers between any levels during the year. The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period

The finance department of the Company includes a team that carries out the valuation of financial assets and liabilities required for financial reporting purposes.

(ii) Financial risk management objectives and policies

The Companyâs principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds quoted and unquoted investments.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, investments, derivative financial instruments and borrowings.

The sensitivity analysis has been prepared on the basis that the proportion of financial instruments in foreign currencies is all constant as at March 31,2021.

The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and nonfinancial assets and liabilities.

The following assumptions have been made in calculating the sensitivity analysis:

Interest rate risk

The exposure of the companyâs borrowings to interest rate changes at the end of the reporting period is included in the table below;

Foreign currency sensitivity

Commodity price risk

Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. Based on a 12-month forecast of the required newsprint supply, the Company hedges the purchase price by entering 6 to 12 months supply contract with vendors.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contract obligation.

Credit risk arises from cash and cash equivalents, contractual cash flows of debt instruments, favorable derivative financial instruments and deposit with banks and financial institutions, as well as credit exposures to customers including outstanding receivables.

Credit risk is managed on an entity level basis.

The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

The Company periodically monitors the recoverability and credit risks of its other financial assets including security deposits and other receivables. The Company evaluates 12 month expected credit losses of all the financial assets for which credit risk has not increased. In case credit risk has increased significantly, the Company considers life time expected credit losses for the purpose of impairment provisioning.

The Company has used a practical expedient by computing the life time expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days for which the receivables are due and the expected loss rates as given in the provision matrix.

Liquidity risk

The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of buyerâs credit and bank loans. All of the Companyâs debt will mature in less than one year at March 31,2021 based on the carrying value of borrowings reflected in the financial statements. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

Excessive risk concentration

43. Capital management

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2021 and March 31,2020.

The Company has complied with all the loan covenants attached to borrowing facilities (buyerâs credit).

44. Since the segment information as per Ind AS 108-Operating Segments, is provided on the basis of consolidated financial statements, the same is not provided separately for the Standalone Financial Statements.

45. Previous yearâs figures have been regrouped / reclassified wherever necessary to conform to current yearâs classifications.

Mar 31, 2018

1. Nature of operations :

D. B. Corp Limited (the âCompanyâ) is in the business of publishing newspapers, radio broadcasting, providing integrated internet and mobile interactive services and event management. The Company is a public limited company domiciled in India and was incorporated under the provisions of the Companies Act, 1956. The major brands in publishing business are âDainik Bhaskarâ (Hindi daily), âDivya Bhaskarâ and âSaurashtra Samacharâ (Gujarati dailies), âDivya Marathiâ (Marathi daily), and âDB Postâ (English daily), and monthly magazines such as âAha Zindagiâ, âBal Bhaskarâ, etc. Presently, the Companyâs radio station is on air in 30 cities under the brand name âMy FMâ. The frequency allotted to the Companyâs radio station is 94.3. Internet business includes the websites of dainikbhaskar.com, divyabhaskar.com, dailybhaskar.com, divyamarathi.com and homeonline.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 (A) Significant accounting judgments, estimates and assumptions:

The preparation of the financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The areas involving critical estimates and judgements are:

(i) Judgement for operating lease commitments (Refer Note 32)

(ii) Estimation of useful life of property, plant and equipment, investment properties and intangibles assets (Refer Note 4, 5 and 6)

(iii) Estimation of defined benefit obligation (Refer Note 20, 26 and 35)

(iv) Estimation of contingent liabilities (Refer Note 33)

(v) Estimation of share based payments (Refer Note 36)

(vi) Estimation of impairment of trade receivables (Refer Note 12)

2 (B) Recent accounting pronouncements

Standards issued but not yet effective

The Ministry of Corporate Affairs (MCA) notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 (the âRulesâ) on March 28, 2018. The Rules notify the new revenue standards Ind AS 115 âRevenue from Contracts with Customersâ and also bring in amendments to existing Ind AS. The Rules shall be effective from reporting period beginning on or after April 1, 2018 and cannot be early adopted.

(a) Amendment to Ind AS 115

This Ind AS 115 âRevenue from Contracts with Customers will replace with the existing revenue standard of Ind AS 18 âRevenueâ and Ind AS 11 âConstruction Contractsâ. The new standards establish uniform requirements regarding the amount, timing and time period of revenue recognition. It provides a principle based five step model that must be applied to all categories of contracts with customers. Revenue will be recognised when the customer will obtain the control of the goods or services provided.

The Company will introduce Ind AS 115 based on the modified retrospective method. As a result, the effect of transition as at April 1, 2018 will be recognised cumulatively in retained earnings. The Prior year figures will not be adjusted. The company is in the process of evaluating the requirements of the new standard and the effect on the financial statements is not likely to be material.

(b) Amendments to Ind AS 40

Amendments to Ind AS 40 âInvestment property - Transfers of investment propertyâ clarifies that transfers to, or from, investment property can only be made if there has been a change in use that is supported by evidence. A change in use occurs when the property meets, or ceases to meet, the definition of investment property. A change in intention alone is not sufficient to support a transfer.

Management has assessed the effects of the amendment on classification of existing property as at April 01, 2018 and concluded that no reclassifications are required.

The investment properties consist of commercial and residential properties, Based on the managementâs assessment of the nature, characteristics and risks of each property as at March 31, 2018 the fair values of the properties are Rs.624.06 million (March 31, 2017: Rs.512.21 million).

Estimation of fair value

- current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences

- discounted cash flow projections based on reliable estimates of future cash flows

- capitalised income projections based upon a propertyâs estimated net market income and a capitalisation rate derived from an analysis of market evidence

Refer Note 34 for Contractual obligations to purchase, construct or develop investment property.

During the current year, the Company has given a loan of Rs.300 million to a newsprint supplier agent of the Company at interest rate of 10% p.a. This loan is to be utilised by the borrower for meeting its working capital requirements and business needs. The loan is repayable on or before March 31, 2020.

*While the Company entered into other foreign exchange forward contracts with the intention of reducing the foreign exchange risk on import purchases, these other contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

(a) Terms/ rights attached to each class of shares

Equity shares:

The Company has only one class of equity shares having a par value Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

(b) Details of shareholders holding more than 5% shares of the Company

For detail of shares reserved for issue under the Employee Stock Option Schemes (âESOSâ) of the Company, Refer Note 36.

(d) Distribution made and proposed

*Final dividend represents Rs.4.25 per share for the year ended March 31, 2016 proposed by the board and approved by the shareholders during the year ended March 31, 2017.

(ii) Dividend not recognised at the end of the reporting period:

Since the year end, the directors have recommended the payment of a final dividend of Rs.1 /- per fully paid equity share, aggregating Rs.184.05 million and dividend distribution tax on proposed dividend is Rs.37.83 million. This proposed dividend is subject to the approval of shareholders in the ensuing annual general meeting.

Nature and purpose of reserves:

a) Capital redemption reserve

The company is required to create capital redemption reserve out of the profit which is available for payment of dividend for the purpose of redemption of preference shares.

b) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

c) Employee share option outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

d) FVOCI - Equity Instruments

The loan carried interest rate @ LIBOR plus 0.68% repayable in equal half yearly installments. The loan was secured by first pari passu charge with other lenders on plant and machinery and other project assets acquired from the said term loan. The final installment was paid during the current year.

(i) Secured buyersâ credit facilities from banks are secured by first charge on the current assets and second charge on moveable fixed assets of the Company with other consortium bankers. Interest rates for buyersâ credit are multiline rates ranging between 1.89% p.a. and 3.36% p.a. (March 31, 2017: between 1.38% p.a. and 1.72% p.a.). They are repayable within 90 days to 180 days.

(ii) Interest rates for unsecured buyersâ credits are multiline rates ranging between 1.75% p.a. and 2.17% p.a. (March 31, 2017: between 1.41% p.a. and 1.82% p.a.). They are repayable within 90 days to 180 days.

**No amount due and outstanding to be credited to Investor Education and Protection Fund.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in armâs length transactions. These transactions are approved by the audit committee of board of directors. Outstanding balances at the year-end are unsecured and interest free, unless specified. The Company has not recorded any impairment of receivables relating to amounts owed by related parties during the year ended March 31, 2018 and March 31, 2017. This assessment is undertaken in each financial year through examining the financial position of the related party and the market in which the related party operates.

(c) Corporate guarantee given

The Company has given a corporate guarantee of Rs.179.61 million (March 31, 2017: Rs.234.04 million) in favor of Export Development Canada on behalf of Decore Exxoils Private Limited towards the credit facility availed by Decore Exxoils Private Limited from Export Development Canada for purchase of assets.

(d) For information on transactions with post employment benefit plan mentioned in (a) above, refer note 35

(e) Details as required under Regulation 53 (f) read with Para (A) of Schedule VI of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 in respect of loans, advances and investments in companies under the same management:

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.

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

2. Lease payments recognised for the year are Rs.366.19 million (March 31, 2017: Rs.342.23 million)

3. 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.

4. 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.

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

2. Lease income recognised for the year is Rs.4.51 million (March 31, 2017: Rs.4.30 million).

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

4. 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 31(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.4.69 million (March 31, 2017: Rs.9.71 million). 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.

5. Capital commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

6. Employee benefits

(I) Defined contribution plans

The Company also has certain defined contribution plans. Contributions are made to provident fund and employeeâs state insurance corporation. The contributions for provident fund are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual or any constructive obligation. The expense recognised during the period towards defined contribution plan is Rs.220.48 million (March 31, 2017: Rs.205.13 million).

(II) Defined Benefit Plans

i) Gratuity

As per the payment of Gratuity Act, 1972, 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 daysâ salary (last drawn salary) for each completed year of service. The scheme of the Company is funded with an insurance company in the form of a qualifying insurance policy. Management aims to keep annual contribution relatively stable at such a level such that no plan deficits will arise.

A. The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:

- The discount rates reflects the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligation.

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

E. Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

G. Expected gratuity contribution for the next year Rs.25 million (March 31, 2017 Rs.25 million)

H. Defined benefit liability and employer contributions

The weighted average duration of the defined benefit obligation is 8 years (March 31, 2017,10 years). The expected maturity analysis of undiscounted gratuity is as follows:

I. Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Asset Volatility

The plan liabilities are calculated using a discount rate set with reference to market yield of Government securities as at the Balance Sheet date; if plan asset underperform this yield, this will create a deficit. Plan asset investments are made in Group Gratuity Scheme of Life Insurance Companies. These are subject to interest rate risk and the funds manages interest rate risk. The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The management intends to maintain the above investment mix in the continuing years.

Changes in yields

A decrease in yields of plan assets will increase plan liabilities, although this will be partially offset by an increase in the value of the planâs holdings.

ii) Leave Obligations

The leave obligations cover the Companyâs liability for earned leave.

The entire amount of the provision of Rs.95.97 million (March 31, 2017: Rs.94.46 million) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.

7. 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 âDBCL - ESOS 2008â, âDBCL- ESOS 2010â and âDBCL-ESOS 2011â (issued in six tranches, designated as âT-1â, âT-2â, âT-3â, âT-4â,âT-5âand âT-6â hereinafter). During the year ended March 31, 2018, the following schemes were in operation:

Fair value of option granted:

The weighted average fair value at grant date of options granted during the year ended March 31, 2018 was Rs.281.16 per option (March 31, 2017 - Nil). The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The model inputs for options granted on October 13, 2017 included:

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

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

a) An amount of Rs.8.91 million (March 31, 2017: Rs.6.14 million), and Rs. Nil, (March 31, 2017: Rs. Nil), was due and outstanding to suppliers as at March 31, 2018 on account of principal and interest respectively.

b) No interest was paid during the year to any supplier (March 31, 2017: Rs. Nil).

c) No interest was paid to any suppliers for payments made beyond the appointed date during the accounting year (March 31, 2017: 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, 2017: Rs. Nil).

e) No amount of interest was accrued and unpaid at March 31, 2018 (March 31, 2017: 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.

9. Fair value measurements

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

There are no transfers between any level during the year. The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

- The Company has used prices from prior transactions / third-party pricing information with relevant adjustment for the valuation of unquoted equity shares. Hence the quantitative information about the significant unobservable inputs have not been disclosed.

- The Company enters into derivative financial instruments majorly foreign exchange forward contracts with the banks. These foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs.

The finance department of the Company includes a team that carries out the valuation of financial assets and liabilities required for financial reporting purposes.

(ii) Financial risk management objectives and policies

The Companyâs principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds quoted and unquoted investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Companyâs senior management oversees the management of these risks. The Companyâs senior management ensures that the Companyâs financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. It is the Companyâs policy that no trading in derivatives for speculative purposes may be undertaken. The senior management reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, investments, derivative financial instruments and borrowings.

The sensitivity analysis has been prepared on the basis that the proportion of financial instruments in foreign currencies is all constant as at March 31, 2018.

The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and non-financial assets and liabilities.

The following assumptions have been made in calculating the sensitivity analysis:

- The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial liabilities held at March 31, 2018 and March 31, 2017.

Foreign currency sensitivity

Particulars of derivative contracts outstanding as at the balance sheet date

The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The impact on the Companyâs pretax equity is due to changes in the fair value of forward exchange contracts designated as cash flow hedges and net investment hedges. The Companyâs exposure to foreign currency changes for all other currencies is not material.

Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing printing of newspapers and magazines and therefore require a continuous supply of newsprint. The Companyâs Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and its mitigation. Based on a 12-month forecast of the required newsprint supply, the Company hedges the purchase price using forward commodity purchase contracts. The forecast is deemed to be highly probable.

Credit risk

Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

Trade receivables

The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. Concentrations of credit risk with respect to trade receivables are limited, due to the Companyâs customer base being large. All trade receivables are reviewed and assessed for default on a regular basis. Our historical experience of collecting receivables, supported by the level of default, is that the credit risk is low.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. The Company assesses and manages credit risk based on the Companyâs credit policy. Under the Companyâs credit policy, each new customer is analyzed individually for credit worthiness before the Companyâs standard payment and delivery terms and conditions are offered. The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instrument, which requires expected lifetime losses to be recognised from initial recognition of the receivables. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Companyâs historical experience and informed credit assessment and including forward looking information.

The Companyâs accounts receivable are geographically dispersed. The Management do not believe there are any particular customers or group of customers that would subject the Company to any significant credit risks in the collection of accounts receivable.

Liquidity risk

The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of buyerâs credit and bank loans. All of the Companyâs debt will mature in less than one year at March 31, 2018 based on the carrying value of borrowings reflected in the financial statements. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

Excessive risk concentration

Concentrations arise when a number of counter parties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Companyâs performance to developments affecting a particular industry.

I n order to avoid excessive concentrations of risk, the Companyâs policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

Capital management

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Companyâs policy is to keep the gearing ratio less than 20%. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, as calculated below.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2018 and March 31, 2017.

10. Disclosure on Specified Bank Note (SBNs)

In accordance with MCA notification G.S.R. 308(E) dated March 31, 2017, details of Specified Bank Notes (âSBNâ) and other denomination notes (âODNsâ) held and transacted during the period from November 8, 2016 to December, 30 2016 is given below:

11. Since the segment information as per Ind AS 108-Operating Segments, is provided on the basis of Consolidated financial statements, the same is not provided separately for the Standalone Financial Statements.

12. Previous yearâs figures have been regrouped / reclassified wherever necessary to conform to this yearâs classifications.

Mar 31, 2017

1. FIRST TIME ADOPTION OF IND AS

These financial statements, for the year ended March 31, 2017, are the first Financial statements that the Company has prepared in accordance with Ind AS together with the comparative period data as at and for the year ended March 31, 2016. In preparing these financial statements, the Companyâs opening balance sheet was prepared as at April 01, 2015, the Companyâs date of transition to Ind AS. This note explains the adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 01, 2015 and the financial statements as at and for the year ended March 31, 2016.

Following Exemptions and / or election applied to the Company for the first Ind AS financial statements

(a) I nd AS 102 has not been applied to equity instruments in share-based payment transactions that vested before April 01, 2015.

(b) The Company has designated unquoted equity instruments held at April 01, 2015 as FVTOCI investments.

(c) The estimates at April 01, 2015 and at March 31, 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items where application of Indian GAAP did not require estimation:

a) FVTOCI - unquoted equity shares

b) FVTPL - quoted equity shares

c) FVTOCI - debt securities

d) Impairment of financial assets based on expected credit loss model

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 01, 2015, the date of transition to Ind AS and as of March 31, 2016.

Notes:

1. Under the previous GAAP, the Company capitalized exchange differences arising on translation / settlement of long-term foreign currency monetary items pertaining to the acquisition of a depreciable asset to the respective asset and depreciated over the remaining life of the asset. Under Ind AS the exchange difference up to April 1, 2015 is adjusted against the opening balance of retained earnings and for subsequent periods it is recorded in the statement of profit and loss.

2. As per Ind AS, equity instruments to be measured at fair value either through OCI or statement of profit and loss. The Company has designated all the equity investments as FVTOCI investments except for one of the investments which is designated as Fair Value through Profit and Loss (âFVTPLâ) as it was held for trading.

3. Under the previous GAAP, the Company had created provision for impairment of receivables only in respect of specific amount for incurred losses. Under Ind AS 109, impairment allowance has been determined based on Expected Credit Loss model (âECLâ).

4. The fair value of foreign exchange forward contracts is recognized under Ind AS which was not recognized under the previous GAAP. Under the previous GAAP forward contracts were accounted under AS 11 whereby the premium was recognized to profit and loss over the period of the forward contract.

5. Under the previous GAAP, proposed dividends including DDT were recognized as a liability in the period to which they relate, irrespective of when they are declared. As per Ind AS, dividend is recognized in the period in which it is approved.

6. Under the previous GAAP, interest free lease security deposits (those are refundable on completion for the lease term) and other deposits were recorded at transactional values. Under Ind AS, these security deposits are recognized initially at the fair value. The difference between the fair value and the transaction value of these security deposits has been recognized as prepaid rent. Subsequently, these lease security deposits are measured at amortized cost using the effective interest rate (âEIRâ).

7. Under the previous GAAP, this financial guarantee was not recorded. As per Ind AS, the Company has recognized unearned income for financial guarantee under other financial liability.

8. Under the previous GAAP, the cost of ESOS were recognized using the intrinsic value method. Under Ind AS the cost of ESOS is recognized based on the fair value of the options as at the grant date only for options unvested as at transition date.

9. Adjustments to deferred taxes has been made in accordance, for the above mentioned line items.

10. OCI: Under previous GAAP, the Company has not presented OCI separately. Hence, it has reconciled previous GAAP profit to total comprehensive income as per Ind AS.

11. The transition from previous GAAP to Ind AS has not had a material impact on the statement of cash flows.

12. I n line with the requirements of Ind AS the Company has reclassified certain assets and liabilities as at April 1, 2015 and March 31, 2016. These majorly includes reclassification between current and noncurrent investments, security deposits and prepayments, investments and investment properties

The investment properties consist of commercial and residential properties based on the managementâs assessment of the nature, characteristics and risks of each property. As at March 31, 2017 the fair values of the properties are '' 512.21 million. These valuation are based on valuation performed by an accredited independent value. The Company has no restrictions on the reliability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(a) Terms/ rights attached to each class of shares

Equity shares

The Company has only one class of equity shares having a par value '' 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

I n the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by shareholders.

(b) Cash credit facilities:

Cash credit facilities from banks are secured by first pari-passu charge on the entire current assets and second pari-passu charge on the entire movable fixed assets of the Company with other consortium bankers. The cash credit is repayable on demand with interest rates ranging between 9.75% p.a. and 10.00% p.a. (March 31, 2016: between 9.10% p.a. and 10.50% p.a.)

(c) Buyersâ credit facilities:

(i) Secured buyersâ credit facilities from banks are secured by first charge on the current assets and second charge on moveable fixed assets of the Company with other consortium bankers. Interest rates for buyersâ credit are multiline rates ranging between 1.38% p.a. and 1.72% p.a. (March 31, 2016: between 0.91% p.a. & 1.44% p.a. and April 01, 2015: between 0.66% p.a. & 1.09% p.a.) (as mutually agreed). They are repayable within 90 to 180 days

(ii) Interest rates for unsecured buyersâ credits are multiline rates ranging between 1.41% p.a. and 1.82% p.a. (March 31, 2016: between 0.88% p.a. & 1.39% p.a. and April 01, 2015: between 0.80% p.a. & 0.99% p.a.) (as mutually agreed). They are repayable within 90 to 180 days.

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 Companyâs print and non-print media periodically, for a specified term. The unutilized portion of advertisement advances received from these parties as at March 31, 2017 amounting to '' 29.89 million (March 31, 2016: '' 146.26 million and April 01, 2015: '' 299.18 million) is included in âAdvance from customersâ.

2. (a) Related party disclosures:

Following is the list of related parties:

Particulars Related Parties

Related parties with whom transactions have taken place during the year

Related parties where control I Media Corp Limited

exists: DB Info media Private Limited

Key Management Personnel Shri Sudhir Agarwal, Managing Director

Shri Pawan Agarwal, Deputy Managing Director Shri Girish Agarwal, Director Shri P.G. Mishra, Chief Financial Officer Smt Anita Gokhale, Company Secretary Relatives of Key Management Late Shri Ramesh Chandra Agarwal, Director (Father of Shri Sudhir Agarwal, Shri Girish Personnel Agarwal and Shri Pawan Agarwal)

Smt Kasturi Devi Agarwal (Grand Mother of Shri Sudhir Agarwal, Shri Girish Agarwal and Shri Pawan Agarwal)

Smt Jyoti Agarwal (Wife of Shri Sudhir Agarwal)

Smt Namita Agarwal (Wife of Shri Girish Agarwal)

Smt Nitika Agarwal (Wife of Shri Pawan Agarwal)

Enterprises owned or Abhivyakti Kala Kendra

significantly influenced by key Bhaskar Printing Press- MPCG management personnel or their Bhaskar Printing Press- CPH2 _rel_ati_ves Bhaskar Samachar Seva

Bhaskar Publications and Allied Industries Private Limited

Bhaskar Infrastructure Private Limited

Bhaskar Industries Private Limited

Decore Exxoils Private Limited

Bhaskar Venkatesh Products Private Limited

DB Malls Private Limited

DB Power Limited

DB Infrastructures Private Limited

R.C. Printers

Writers and Publishers Private Limited Deligent Hotel Corporation Private Limited Peacock Trading and Investments Private Limited Dev Fiscal Services Private Limited Stitex Global Limited

Bhopal Financial Services Private Limited

Aarkey Investments Private Limited

Divya Dev Developers Private Limited

Divine Housing Development Company Private Limited

Sharda Solvent Limited

Independent directors Shri Kailash Chandra Chowdhary (upto October 19, 2016)

Shri Piyush Pandey Shri Harish Bijoor Shri Ashwani Kumar Singhal Shri Navin Kumar Kshatriya Smt Anupriya Acharya

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in armâs length transactions. These transactions are approved by the audit committee of board of directors. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. The Company has not recorded any impairment of receivables relating to amounts owed by related parties during the year ended March 31, 2017, March 31, 2016 and April 01, 2015. This assessment is undertaken in each financial year through examining the financial position of the related party and the market in which the related party operates.

(c) Corporate guarantee given

The Company has given a corporate guarantee of Rs, 234.04 million, (March 31, 2016: Rs, 293.60 million, April 1, 2015: Rs, 326.50 million) in favor of Export Development Canada on behalf of Decore Exxoils Private Limited towards the credit facility availed by Decore Exxoils Private Limited from Export Development Canada for purchase of assets.

(d) Details as required under Regulation 53 (f) read with Para (A) of Schedule VI of SEBI (Listing Obligation and Disclosure requirements) Regulation, 2015 in respect of loans, advances and investments in companies under the same managements.

3. ROYALTY

(a) Indian Performing Rights Society Limited (IPRS)

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.

I PRS 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 IPRSâs application for injunction. IPRS had since preferred an appeal in the Honorable Supreme Court. In its Order dated September 20, 2016 the Honorable Supreme Court has upheld the orders of the Honorable Delhi High Court. The Honorable Delhi High Court has reserved its order and the same is yet to be pronounced. During the current year pursuant to favorable decision by the Honorable Supreme Court of India on royalty payable to Indian Performing Rights Society (âIPRSâ) pertaining to the period before June 21, 2012, the Company has written back provision amounting to Rs, 57.67 million. This had been netted off against royalty expense.

Considering the litigation involved, the Company has provided for royalty based on the best judgment assessment of the case for the period after June 2012. 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 Ind AS 37 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 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 Ind AS 37 -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

4. LEASES

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

Rentals in respect of operating leases are recognized 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 recognized for the year are Rs, 342.23 million (March 31, 2016: Rs, 316.32 million)

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.

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

Rentals in respect of operating leases are recognized 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 recognized for the year is Rs, 4.30 million (March 31, 2016: Rs, 3.11 million).

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

5. CONTINGENT LIABILITIES

Contingent liabilities not provided for are as follows:

a. For details of corporate guarantee given, refer note 28(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, 9.71 million (March 31, 2016: Rs, 9.28 million, April 1, 2015: Rs, 2.78 million). 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.

c. Income tax demands from Income tax authorities of Rs, 7.55 million (March 31, 2016: Rs, 13.89 million, April 1, 2015: Rs, 7.47 million) 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 recognized in the financial statements.

6. COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs, 47.28 million

(March 31, 2016: Rs, 83.51 million, April 1, 2015: Rs, 213.70 million).

(b) Legal and professional charges include sitting fees paid to directors Rs, 0.70 million (March 31, 2016:

Rs, 0.73 million).

7. EMPLOYEE BENEFITS

As per the payment of Gratuity Act, 1972, 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 daysâ salary (last drawn salary) for each completed year of service. The scheme of the Company is funded with an insurance company in the form of a qualifying insurance policy.

Management aims to keep annual contribution relatively stable at such a level such that no plan deficits will arise.

The following tableâs summaries the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans of the Company.

8. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS PER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

(a) An amount of Rs, 6.14 million (March 31, 2016: Rs, 12.93 million), (April 1, 2015: Rs, 7.00 million) and Rs, Nil, (March 31, 2016: Rs, Nil), (April 1, 2015: Rs, Nil) was due and outstanding to suppliers as at March 31, 2017 on account of principal and interest respectively.

(b) No interest was paid during the year to any supplier (March 31, 2016: Rs, Nil), (April 1, 2015: Rs, Nil).

(c) No interest was paid to any suppliers for payments made beyond the appointed date during the accounting year (March 31, 2016: Rs, Nil), (April 1, 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, 2016: Rs, Nil), (April 1, 2015: Rs, Nil).

(e) No amount of interest was accrued and unpaid at March 31, 2017 (March 31, 2016: Rs, Nil), (April 1, 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.

O The Company enters into derivative financial instruments majorly foreign exchange forward contracts with the banks. These foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs.

9. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to market risk, credit risk and liquidity risk. The Companyâs senior management oversees the management of these risks. The Companyâs senior management ensures that the Companyâs financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. It is the Companyâs policy that no trading in derivatives for speculative purposes may be undertaken. The senior management reviews and agrees policies for managing each of these risks, which are summarized below.

Market risk

The sensitivity analysis have been prepared on the basis that the proportion of financial instruments in foreign currencies are all constant as at March 31, 2017.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and non-financial assets and liabilities

The following assumptions have been made in calculating the sensitivity analysis:

O The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial liabilities held at March 31, 2017 and March 31, 2016

Foreign currency sensitivity

As at balance sheet date, the Companyâs net foreign currency exposure (payable) that is not hedged is Rs, 1,030.75 million (March 31, 2016: Rs, 1,407.62 million and April 1, 2015: Rs, 1,594.63 million)

The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The impact on the Companyâs pre-tax equity is due to changes in the fair value of forward exchange contracts designated as cash flow hedges and net investment hedges. The Companyâs exposure to foreign currency changes for all other currencies is not material.

Commodity price risk

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

Trade receivables

Customer credit risk is managed by each business unit subject to the Companyâs established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. At March 31, 2017, the Company had 5 customers (March 31, 2016: 6 customers, April 01, 2015: 9 customers) that owed the Company more than '' 50.00 million each and accounted for approximately 12% (March 31, 2016: 12%, April 01, 2015: 17%) of all the receivables outstanding. There were 50 customers (March 31, 2016: 50 customers, April 01, 2015: 37 customers) with balances greater than '' 10.00 million accounting for just over 31% (March 31, 2016: 33%, April 01, 2015: 32%) of the total amount receivables.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogeneous Companyâs and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 11. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Liquidity risk

The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of buyerâs credit and bank loans. All of the Companyâs debt will mature in less than one year at March 31, 2017 based on the carrying value of borrowings reflected in the financial statements. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

Excessive risk concentration

I n order to avoid excessive concentrations of risk, the Companyâs policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

Capital management

I n order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2017 and March 31, 2016.

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, 2012

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 is on air in 17 cities under the brand name 'My FM'. The frequency allotted to the Company 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 of Rs. 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 Bombay Stock Exchange and National Stock Exchange with effect from January 6, 2010.

Note:

1) As per the provisions in the Prospectus, the management of the Company has the discretion to change the allocation as well as reschedule the utilisation of IPO proceeds proposed in the prospectus depending on the business scenario and funding requirements. Accordingly, the management has reallocated the proposed utilisation as follows:

a) The Proceeds allocated towards Sales and marketing expenses and IPO expenses and lying unutilised would be used for setting up new publishing units and upgrading the existing plant and machinery;

b) The proceeds would be utilised for setting up publishing units as well as upgrading the existing plant and machinery at locations / states in addition to the number of locations / states mentioned in the prospectus.

The Audit Committee and the Board of Directors of the Company in the meeting held on July 19, 2012 have approved the revised allocation and resultant utilisation of proceeds of IPO till March 31, 2012.

3. Scheme of arrangement:

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

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

b) WPPL vide its board resolution dated 12th September 2011 had agreed to transfer and sell and the Company ['DBCL'] has pursuant to the resolution passed by the Executive Committee of the board of directors of the Company on 12th September 2011 has agreed to purchase and acquired 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. 16th September 2011.

c) As per the agreement, the Company had paid Rs. 350,000,000 as purchase consideration for purchase of "said business" and the same has been paid.

d) "Said business" included the entire undertaking of M.P. Printer, which is engaged in commercial printing of newspapers, periodicals & Books including in particular all the assets and liabilities of Said Business existing as on transfer date.

e) As prescribed in the Scheme, following assets and liabilities of M.P. printer as at September 16, 2011 are transferred to and accounted in the books of the account of the Company at their respective revalued value:-

B) Demerger of Radio division of Synergy Media Entertainment Limited (SMEL) and merger with the Company:

a) The Company along with its subsidiary Synergy Media Entertainment Limited had filed the Scheme of Demerger ('the Scheme') with the Hon'ble high Court with Judicature at Madhya Pradesh ("Madhya Pradesh High Court") and Hon'ble high Court with Judicature at Gujarat ("Gujarat High Court") for demerger of Radio division of SMEL and merger with the Company.

The Scheme of Arrangement was approved by Madhya Pradesh High Court and Gujarat High Court vide their order dated January 13, 2011 and January 17, 2011 respectively. The certified order copies of the Madhya Pradesh High Court and Gujarat High court dated January 29, 2011 and February 2, 2011 respectively were filed with the Registrar of Companies on February 15, 2011 and February 16, 2011 respectively.

As prescribed in the Scheme, the Ministry of Information and Broadcasting, Government of India accorded their approval vide letter No. 212/30(33)/2006-FM(Vol.II)/120 dated March 30, 2011.

Accordingly, after the approval by the Ministry of Information and Broadcasting, Government of India, the Scheme became effective on March 30, 2011 with appointed date April 1, 2010.

b) As per the Scheme, the Company had issued and allotted 1,732,500 fully paid equity shares of Rs. 10 each at par in the ratio of one equity share of the Company for every ten equity shares of SMEL as on record date to the shareholders of SMEL.

c) Further, as per Clause 4.8 of the Scheme, the unabsorbed depreciation and brought forward losses related to SMEL till March 31, 2010 were transferred to the Company which were set off by the Company while computing the Current Tax provision for the year ended March 31, 2011.

d) As prescribed in the Scheme, all the assets and liabilities of Radio division of SMEL as at March 31, 2010 were transferred to and accounted in the books of the account of the Company at their respective book value and the deficit (after considering the cancellation of the Company's investments in SMEL and also the face value of the equity shares issued and allotted by the Company) was debited to General Reserve account as under:-

4. (a) Related party disclosure

Related party disclosures, as required by notified Accounting Standard 18 - "Related Party Disclosures" notified by the Companies (Accounting Standards) Rules, 2006, (as amended) are given below:

5. Leases

Rental expenses in respect of operating leases are recognised as an expense in the statement of profi t 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, offi ce and godown premises under operating lease agreements. These are gener- ally renewable by mutual consent;

b) Lease payments for the year are Rs. 155,561,603 (March 31, 2011 Rs. 115,843,578);

c) The future minimum lease payments under non-cancelable oper- ating leases:

- not later than one year is Rs. 203,881,993 (March 31, 2011: Rs. 115,280,172);

- later than one year but not later than fi ve years is Rs. 836,313,963 (March 31, 2011: Rs. 499,931,012);

- later than fi ve years Rs. 47,045,335 (March 31, 2011: Rs. 59,302,817).

d) 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.

6. Commitments Capital commitment

Estimated amount of contracts remaining to be executed on capi- tal account and not provided for Rs. 204,615,373 (March 31, 2011: Rs. 148,479,849).

7. Contingent liabilities not provided for

a) Corporate Guarantee issued by the Company of Rs. 450,000,000 (March 31, 2011: Rs. 450,000,000) in favor of Export Development Canada on behalf of Bhaskar Exxoils Private Limited.

b) The Indian Performing Rights Society Limited (IPRS) has fi led a suit against the Company on May 27, 2006 before the 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. The IPRS has prayed for a per- manent injunction restraining the Company from infringing any of the copyrights owned by the IPRS as well as for damages in favour of the IPRS. Honorable Delhi high court has denied IPRS 's application for injunction and held that no separate license is required from IPRS.

As a matter of abundant precaution, the Company has provided on best judgment basis Rs. 12,532,140 for the year ended March 31, 2012 and Rs. 10,579,831 for the year ended March 31, 2011 towards the royalty payable to IPRS, if any. The management believes that the provision made in the books is suffi cient to take care of the fi nal liability for royalty, if any, which would be con- fi rmed only after the result of the suit.

c) A legal Suit was fi led 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 the order on August 25, 2010, by which PPL is supposed to get a proportion- ate amount (as per the music played) out of the kitty of 2% of the net revenue. The Company is accordingly paying to PPL since then.

PPL has been claiming that the said revised rates are applicable only for the period starting after August 25, 2010 and the royalty for the period earlier to August 25, 2010 would be charged at a higher rate. PPL have subsequently fi led a summary suit in Bom- bay high court towards recovery of the said amount. At present the matter is pending before the Bombay high court.

During the year ended March 31, 2012, the Company has paid PPL as per the order dated August 25, 2010. The management has made an adequate provision in the books to take care of demand arising out of suit if any. The management believes that the provision made in the books is suffi cient to take care of the fi nal liability for royalty, if any which would be confi rmed only after the result of the suit.

d) 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. 21,858,169 (March 31, 2011: Rs. 16,835,528). 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.

Note:

In case of advances given to Writers and Publishers Private Limited, the amount is repayable with in a period of one year. In all other cases, the amounts are repayable on demand.

8. Employee benefi ts:

Defi ned contribution plan

During the year ended March 31, 2012 and March 31, 2011; the Com- pany contributed the following amounts to defi ned contribution plans:

Defi ned benefi t plan

Gratuity

The Company has a defi ned benefi t gratuity plan. Every employee who has completed fi ve 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 quali- fying insurance policy.

Other long term employee benefi ts

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 summaries the components of net benefi t expense recognised in the statement of profi t and loss and the funded status and amounts recognised in the balance sheet for the respective plan.

The estimates of future salary increases, considered in actuarial valu- ation, take account of infl ation, 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 date, applicable to the period over which the obligation is to be settled.

9. Employee stock option scheme 2008, 2010 and 2011

The Company has granted Stock Options to its employees as per its scheme referred to as "DBCL Ã ESOS 2008", "DBCL- ESOS 2010" and "DBCL-ESOS 2011". During the year ended March 31, 2012 the following schemes were in operation:

Stock options granted

The weighted average fair value of stock options granted till date is Rs. 101.31, Rs. 124.97 and Rs.177.57 for ESOS-2008, ESOS-2010 and ESOS- 2011 respectively. The Black and Scholes Options Pricing model has been used for computing the weighted average fair value considering the following inputs:

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. 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, the Company's net profi t as reported would have changed to amounts indicated below:

10. Investments

a) The Company has invested Rs. 5,775,000 (March 31, 2011: Rs. 5,775,000) in Equity shares and Rs. 350,000,000 (March 31, 2011: Rs. 350, 000,000) in Zero coupon Fully Convertible debentures of I Media Corp Limited ['IMCL'], one of the subsidiaries 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 profi tability in the future years. Considering the nature of business as explained, the management of the Company is of the view that there is no diminution other than temporary in the value of this investment.

b) 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 Company's print and non print media periodically, for a specifi ed term. Up to March 31, 2012, the Company has made provision of Rs. 97,500,000 (March 31, 2011: Rs. 97,500,000) 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. Details of dues to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006.

a) An amount of Rs. 5,699,243 (March 31, 2011: Rs. 6,554,207) and Rs. Nil (March 31, 2011: Rs. Nil) was due and outstanding to suppliers as at March 31, 2012 on account of Principal and Interest respectively.

b) No interest was paid during the year to any supplier.

c) No interest was paid to any suppliers for payments made beyond the appointed date during the accounting year.

d) No claims have been received at the end of the year for interest under Micro, Small and Medium Enterprises Development Act, 2006.

e) No amount of interest was accrued and unpaid at March 31, 2012.

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

12. Salaries, wages and bonus include sitting fees paid to Directors Rs. 755,000 (March 31, 2011: Rs. 780,000).

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

14. Previous year comparatives

Till the year ended March 31, 2011, the Company was using pre- revised Schedule VI to the Companies Act 1956, for preparation and presentation of its fi nancial statements. During the year ended March 31, 2012, the revised Schedule VI notifi ed under the Companies Act 1956 has become applicable to the Company. The Company has reclassifi ed previous year fi gures to conform to this year's classifi cation.

Mar 31, 2011

1. Nature of Operations

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

2. Initial Public Offer

During the previous year, the Company completed an Initial Public Offer (IPO) of its 18,175,000 Equity Shares of Rs.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 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 Rs.2,562,815,000 was credited to Securities Premium Account. The Share Issue expenses incurred by the Company amounting to Rs 196,970,762 were debited against Securities Premium Account. Pursuant to the Public Issue, shares of the Company were listed on Bombay Stock Exchange and National Stock Exchange with effect from January 6, 2010.

The total IPO proceeds received by the Company are Rs 2,690,065,000.

Note:

1) As per the provisions in the Prospectus, the management of the Company has the discretion to change the allocation as well as reschedule the utilization of IPO proceeds proposed in the prospectus depending on the business scenario and funding requirements. Accordingly, the management has reallocated the proposed utilization as follows:

a) The Proceeds allocated towards Sales and marketing expenses and IPO expenses and lying unutilized would be used for setting up new publishing units and upgrading the existing plant and machinery;

b) The proceeds would be utilised for setting up publishing units as well as upgrading the existing plant and machinery at locations / states in addi- tion to the number of locations / states mentioned in the prospectus. The Audit Committee and the Board of Directors of the Company in the meeting held on May 18, 2011 have approved the revised alloca- tion and resultant utilisation of proceeds of IPO till March 31, 2011.

4. Scheme of Arrangement:

A) Demerger of Radio division of Synergy Media Entertainment Limited

(SMEL) and merger with the Company: a) The Company along with its subsidiary Synergy Media Entertainment

Limited had filed the Scheme of Demerger (the Scheme) with the Honble high Court with Judicature at Madhya Pradesh (ÃMadhya Pradesh High CourtÃ) and Honble high Court with Judicature at Gujarat (ÃGujarat High CourtÃ) for demerger of Radio division of SMEL and merger with the Company.

The Scheme of Arrangement was approved by Madhya Pradesh High Court and Gujarat High Court vide their order dated January 13, 2011 and January 17, 2011 respectively. The certified order copy of the Madhya Pradesh High Court and Gujarat High court dated January 29, 2011 and February 2, 2011 respectively were filed with the Registrar of Companies on February 15, 2011 and February 16, 2011 respectively.

As prescribed in the Scheme, the Ministry of Information and Broadcasting, Government of India accorded their approval vide letter No. 212/30(33)/2006-FM(Vol.II)/120 dated March 30, 2011. Accordingly, after the approval by the Ministry of Information and Broadcasting, Government of India, the Scheme became effective on March 30, 2011 with appointed date April 1, 2010.

b) As per the Scheme, the Company has issued and allotted 1,732,500 fully paid equity shares of Rs.10 each at par in the ratio of one equity share of the Company for every ten equity shares of SMEL as on record date to the shareholders of SMEL.

c) Further, as per Clause 4.8 of the Scheme, the unabsorbed deprecia- tion and brought forward losses related to SMEL till March 31, 2010 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, 2011.

d) As prescribed in the Scheme, all the assets and liabilities of Radio division of SMEL as at March 31, 2010 are transferred to and account- ed in the books of the account of the Company at their respective book value and the deficit, after considering the cancellation of the Companys investments in SMEL and also the face value of the equity shares issued and allotted by the Company) is debited to General Reserve account as under:-

B) Demerger of Internet Division of Indiainfo.com:

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 share- holders 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 share- holders 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 sus- pense 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 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 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 Tax Act, 1961 shall be fulfilled within stipulated time period.

5. Term Loans, Cash Credit facilities, Foreign Currency loan and Buyers credit facilities consist of:

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. 60,000,000 [Shri Ramesh Chandra Agarwal];

iv) Corporate Guarantees of Writers and Publishers Private Limited aggregating to Rs. 480,000,000.

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 housing 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. 71,607,191 [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.

6. (a) Related Party Disclosure

Related party disclosures, as required by notified Accounting Standard 18 - "Related Party DisclosuresÃ notified by the Companies (Accounting Standards) Rules, 2006, (as amended) are given below:

Particulars Related Party

Subsidiaries - Synergy Media Entertainment Limited. - I Media Corp Limited.

Key Management Personnel - Shri Sudhir Agarwal, Managing Director

- Shri Girish Agarwal, Director

Relatives of key management personnel - Shri. Ramesh Chandra Agarwal

- Smt. Kasturi Devi Agarwal

- Shri. Pawan Agarwal

- Smt. Jyoti Sudhir Agarwal

- Smt. Namita Girish Agarwal

- Smt. Nikita Pawan Agarwal

Enterprises owned or - All Season Events (P) Limited. signifi-cantly influenced by key - D B Partners Enterprises man-agement personnel Private Limited. r their rela-tives - Writers and Publishers Private Limited

- Bhaskar Phototype Setter- Bhopal*

- Bhaskar Printing Press - Rajasthan

- Bhaskar Printing Press- MPCG

- Bhaskar Printing Press- CPH2

- Bhaskar Printing Press- Gujarat

- RC Phototype Setter- Raipur*

- R.C. Printer - Raipur

- Bhaskar Publication and Allied Industries Private Limited.

- New Era Publications Private Limited

- Bhaskar Infrastructure Limited

- Bhaskar Industries Limited

- Bhaskar Multinet Limited

- Bhaskar Exxoil Private Limited

- Diligent Media Corporation Limited

- Direct (OOH) Media Private Limited

- Stitex Global Limited

- Divya Prabhat Publications Private Limited

- Bhaskar Venkatesh Products Private Limited

- Sharda Solvent Limited

- D B Malls Private Limited

- Bhaskar Samachar Seva

- Jaipur Printing Press*

- Bikaner Printing Press*

- Jaipur Phototype Setter*

- Ajmer Printing House*

- Udaipur Printing Setter*

- New Jodhpur Printer*

- New Kota Printers*

- Bhaskar Process House*

- India Interactive Technologies Limited

- DB Publication Private Limited

- Abhivyakti Kala Kendra

- Bhaskar Food Private Limited

* Up to March 31, 2010

7. 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 prem- ises under operating lease agreements. These are generally renew- able by mutual consent;

b) Lease payments for the year are Rs. 115,843,578 (Previous year Rs. 69,919,405);

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

- not later than one year is Rs. 115,280,172 (Previous year Rs.

- 60,993,479); later than one year but not later than five years is Rs. 499,931,012 (Previous year Rs. 268,489,767);

- later than five years Rs 59,302,817 (Previous year Rs. 4,124,307).

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

8. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 148,479,849 (Previous year Rs. 138,612,551).

9. Contingent Liabilities not provided for

a) Guarantees issued by bank on behalf of the Company Rs. 18,122,375.

b) Corporate Guarantee issued by the Company of Rs. 450,000,000 in favor of Export Development Canada on behalf of Bhaskar Exxoils Private Limited.

c) The Indian Performing Rights Society Limited (IPRS) had filed a suit against SMEL on May 27, 2006 before the High Court of Delhi con- testing against the refusal by SMEL to obtain a license from the IPRS with regards to broadcasting / performing its copyrighted works. The IPRS has prayed for a permanent injunction restraining the Radio Division from infringing any of the copyrights owned by the IPRS as well as for damages in favour of the IPRS. The matter is pending before the Honble court, as the court has reserved the order after hearing to both the parties. The management is confident that the case would be settled in the favor of the Company, however, pending the result of the suit, as a matter of abundant precaution, the Company has provided on best judgment basis Rs.10,579,831 for the year ended March 31, 2011 towards the royalty payable to IPRS. The management believes that the provision made in the books is suffi- cient to take care of the final liability for royalty, if any, which would be confirmed only after the result of the suit.

d) A legal Suit was filed by SMEL 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 the Order on August 25, 2010. As per the Order, PPL is supposed to get a proportionate amount (as per the music played) out of the kitty of 2% of the net revenue. The Company is accordingly paying to PPL since then.

The Company has asked for a refund of Rs. 4,011,858 from PPL out of the deposit paid to them after adjusting the amount payable for the period prior to the Order, as per the rates specified in the Order. PPL has been claiming the previous period amount at a higher rate. PPL has 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. The management is confident that the case would be settled in the favor of the Company, however, pending the result of the suit, as a matter of abundant precaution, the Company

has provided on best judgment basis Rs.7,794,055 for the year ended March 31, 2011 towards the royalty payable to PPL. The man- agement believes that the provision made in the books is sufficient to take care of the final liability for royalty, if any, which would be con- firmed only after the result of the suit. e) 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. 16,835,528 (Previous year Rs. 12,187,682). The estimated contingency in respect of some cases cannot be ascer- tained. 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.

14. Employee Benefits

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 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.

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 summaries the components of net benefit expense recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the respec- tive plan.

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

The Company has adopted Accounting Standard 15 (Revised) from April 01, 2007, thereby has not given disclosure for the following for financial year ended on March 31, 2007:

(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 valu- ation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market

15. Employee Stock Option Scheme 2008 and 2010

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

DBCL Ã ESOS 2008 DBCL Ã ESOS 2010

Date of grant January 5, 2009 May 10, 2010

Date of Board Approval December 23, 2008 March 02, 2010

Date of Shareholders December 31, 2008 April 24, 2010 Approval

Number of options 700,000 options have 600,000 options have granted been approved by the been approved by the Board and the share- Board and the sharehold- holders, however ers, however 491,203 413,427 have been have been granted till the granted till the year year ended March 31, ended March 31, 2011 2011

Method of Settlement Equity Equity

Vesting Period Options vest equally Options vest equally over over the period of five the period of five years years from the date of from the date of grant grant

Exercise Period Within three years from Within three years from the date of vesting or the date of vesting or list- listing, whichever is ing, whichever is later later

Exercise Price 50% discount to the Discount up to a maxi- average of first 30 days mum of 30% to the mar- market price post listing ket price.

Vesting Conditions Option vest on contin- Option vest on continued ued association with the association with the Company and achieve- Company and achieve- ment of certain perfor- ment of certain perfor- mance parameters mance parameters

Stock Options granted

The weighted average fair value of stock options granted till date is Rs. 101.31 and Rs. 124.97 for ESOS-2008 and ESOS-2010 respectively. The Black and Scholes Options Pricing model has been used for comput- ing the weighted average fair value considering the following inputs:

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:

16. Fixed Deposits

Cash and Bank includes Fixed Deposits having maturity period of more than three months amounting Rs. 696,987,121 (Previous year Rs. 1,436,183,913).

17. Investments

a) The Company has invested Rs. 5,775,000 in Equity shares and Rs 350,000,000 in Zero coupon Fully Convertible debentures of I Media Corp Limited [IMCL], which is a subsidiary company. The said invest- ments are of a long term strategic nature. IMCL is in the initial years of commercial operations and has accumulated losses (as per the latest audited financial statements for the year ended March 31, 2011) aggregating to Rs. 272,430,822. These being long term and strategic investments and also in view of the projected profitable operations of IMCL, the management is of the view that there is no diminution other than temporary in the value of these investments.

b) Investment in Private Treaties

The Company has strategically entered into arrangements with vari- ous 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 speci- fied term. Up to March 31, 2011, the Company has made provision of Rs. 97,500,000 (Previous year Rs. 52,500,000) in respect of diminu- tion, which is other than temporary, in the value of these investments. The management will evaluate the value of these investments peri- odically and required provision would be made in respect of any diminution which is other than temporary.

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

a) An amount of Rs. 6,554,207 (Previous Year Rs. Nil) and Rs. Nil (Previous Year Rs. Nil) was due and outstanding to suppliers as at the end of the accounting year on account of Principal and Interest respectively.

b) No interest was paid during the year to any supplier.

c) No interest was paid to suppliers for payments made beyond the appointed date during the accounting year.

d) No claims have been received at the end of the year for interest under Micro, Small and Medium Enterprises Development Act, 2006.

e) No amount of interest was accrued and unpaid at the end of the accounting year.

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.

20. Salaries, Wages and Bonus include sitting fees paid to Directors Rs. 780,000 (Previous year Rs. 380,000).

21. 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.

22. Previous Year Comparatives

Current Years figures are not comparable to previous year due to scheme of restructuring (Refer Note 4A ÃScheme of arrangement). The figures for the previous year presented have been regrouped where necessary to conform to this year 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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