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Deccan Chronicle Holdings Directors Report, DeccanChronicle Reports by Directors
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Deccan Chronicle Holdings
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Explore DeccanChronicle connections « Mar 10
Directors Report Year End : Mar '11
Dear Shareholders,
 
 The Directors take pleasure in presenting the 9th Annual Report and
 the Audited Accounts of your Company for the year ended 31st March,
 2011 together with the Auditors'' Report thereon.
 
 Financial Results
 
 Your Company''s summarized financial results for the year under review
 is as under:
 
                                           (Rs. in Lakhs)
 
 Particulars                       2010 - 11        2009-10
 
 Total Revenue 1,03,091.48 92,194.54
 
 Profit before interest, tax and depreciation 34,747.12 48,102.12
 
 Less: Interest and financial charges 5,901.16 4,512.53
 
 Profit before depreciation & tax 28,845.96 43,589.59
 
 Less: Depreciation 5,157.35 4,224.85
 
 Profit before tax 23,688.61 39,364.74
 
 Tax charge (current and deferred) 7,430.31 13,272.93
 
 Net profit for the year 16,258.30 26,091.81 Appropriations &
 Adjustments:
 
 Dividend (including dividend tax thereon) – 8,532.71
 
 Effect of change in treatment of franchise rights/others 5,136.48 96.04
 
 Transfer to debenture redemption reserve 5,000.00 1,302.12
 
 Transfer to general reserve 6,000.00 3,000.00
 
 Surplus for the year 121.82 13,160.94
 
 Balance in Profit & Loss Account 52,616.65 39,455.71
 
 Balance carried forward 52,738.47 52,616.65
 
 The above results for the year under review are not strictly comparable
 with that of the previous year, as the figures for the year under
 review includes the results of the subsidiaries viz., Deccan Chargers
 Sporting Ventures Ltd., Netlink Technologies Ltd. and Odyssey India
 Ltd. which were amalgamated with the company.
 
 Amalgamation of subsidiaries
 
 During the year under review company''s subsidiary Netlink Technologies
 Limited was amalgamated with the company pursuant to a Scheme of
 Amalgamation sanctioned by the Hon''ble High Court of Andhra Pradesh
 vide its Order dated 9th March 2011; and the other two subsidiaries
 viz., Deccan Chargers Sporting Ventures Limited and Odyssey India
 Limited were amalgamated with the company pursuant to a Scheme of
 Amalgamation sanctioned by the Hon''ble High Court of Andhra Pradesh
 vide its Order dated 15th April 2011. The effective dates of the
 aforesaid Scheme of Amalgamation are 11th April 2011 and 4th May 2011
 respectively.
 
 The Appointed Date of amalgamation under both the Schemes being 1st
 April 2010, the financials for the year under review have been prepared
 after giving effect to the Amalgamation.
 
 Dividend
 
 In view of the ongoing buyback programme and the need to conserve
 liquid resources of the company, your Directors do not propose payment
 of dividend for the year under review.
 
 Management Discussion and Analysis
 
 A detailed Management Discussion and Analysis covering operations
 review and outlook is provided in the Annual Report.
 
 Buy back of Equity Shares
 
 In terms of the provisions of Companies Act, 1956 and the Securities
 and Exchange Board of India (Buy Back of Securities) Regulations,1998
 and pursuant to the approval of shareholders obtained by Postal Ballot
 and the approval of SEBI, the Company announced its Offer to buy back a
 minimum of 1,00,00,000 equity shares, a maximum of 3,45,00,000 equity
 shares at a price per share not exceeding Rs.180/- at a total outlay not
 exceeding Rs.270 crores through stock market mechanism. The buy back
 offer commenced on 16th May 2011 and the scheduled closing is on 3rd
 January 2012 or such other earlier date as the Board may decide in this
 regard.
 
 Pursuant to the aforesaid Buy Back Offer the Company, as of date of
 this report, has bought back 2,61,73,133 Equity Shares and out of which
 1,87,82,870 Equity Shares has been extinguished and the remaining
 73,90,263 Equity Shares are being extinguished in due course.
 
 Ratings for Term Funding
 
 During the year CARE has reaffirmed ''PR1 '' for short term funding &
 ''AA'' for long term funding signifying high-credit quality and low
 credit risk, which signifies high degree of safety with regard to
 timely payment of interest and principal on the instruments.
 
 Directors
 
 Mr. Krishan Premnarayen, Mr. T. Vinayak Ravi Reddy, and Mr. G.  Kumar
 retire by rotation at the ensuing annual general meeting and being
 eligible have offered themselves for reappointment.
 
 Report on Corporate Governance
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchanges a report on Corporate Governance is given in the Annual
 Report. Certificate of the Auditor regarding compliance with the
 conditions of corporate governance is also given.
 
 Fixed Deposits
 
 During the year under review, your company has neither invited nor
 accepted any deposits from the public.
 
 Statutory Auditors
 
 M/s. C B Mouli & Associates, Chartered Accountants, Statutory Auditors
 of the Company, hold office, in accordance with the provisions of the
 Act up to the conclusion of the forthcoming Annual General Meeting. The
 Company has received letter from M/s. C B Mouli & Associates, Chartered
 Accountants to the effect that their appointment, if made, would be
 within the prescribed limits under Section 224 (IB) of the Companies
 Act, 1956, and that they are not disqualified for such appointment
 within the meaning of Section 226 of the Companies Act, 1956.
 
 Particulars of Employees
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 the Companies (Particulars of employees) Rules 1975 as amended from
 time to time forms part of this report.  However, as per the provisions
 of Section 219(1) (b)(iv) of the Act, the Report and Accounts are being
 sent to all members excluding the statement containing the particulars
 of employees to be provided under section 217(2A) of the Act.  Any
 member interested in obtaining such particulars may write to the
 Company Secretary at the Registered Office of the Company.
 
 Directors'' Responsibility Statement
 
 Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
 with respect to Directors'' Responsibility Statement, it is hereby
 confirmed;
 
 (i) that in the preparation of the annual accounts for the financial
 year ended 31st March, 2011, the applicable Accounting Standards have
 been followed along with proper explanations relating to material
 departures;
 
 (ii) that the directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for the year under review;
 
 (iii) that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities:
 
 (iv) that the directors had prepared the annual accounts for the
 financial year ended 31st March, 2011 on a going concern basis.
 
 Conservation of Energy, Technology Absorption
 
 Particulars regarding conservation of energy, technology absorption are
 not applicable to printing and publishing of newspapers and
 periodicals.
 
 Foreign Exchange Earnings and Outgo
 
 In accordance with the provisions of Section 217(1)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, the information relating to
 foreign exchange earnings and outgo is provided as under and the
 details of which is mentioned in Note No. 3.3 of the Notes to the
 Accounts.
 
                                                (Rs. in Lakhs)
  
 Particulars                            2010-11       2009-10
 
 Foreign Exchange Earnings               Nil           Nil
 
 Foreign Exchange Outgo               22,304.82       18,232.85
 
 Acknowledgements
 
 The Directors take this opportunity to thank Company''s customers,
 suppliers, bankers, financial Institutions for their consistent support
 to the Company. Your Directors express their appreciation for the
 dedicated and sincere services rendered by the employees of the Company
 at all levels. Your Directors also wish to express their gratitude to
 the Shareholders for the confidence reposed by them in the Company and
 for the continued support and co-operation.
 
                                       For and on behalf of the Board
 
                                                  T. Venkattram Reddy
 
                                                             Chairman
 Secunderabad, August 13, 2011
Source : Dion Global Solutions Limited
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