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DB Corp Ltd.

BSE: 533151 | NSE: DBCORP |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE950I01011 | SECTOR: Media & Entertainment

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Annual Report

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Director’s Report

Dear Members, The Directors have pleasure in presenting to you the 19th Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2015. FINANCIAL HIGHLIGHTS (Standalone Results) Rs. in Mn. Particulars 2014-15 2013-14 Sales 20,090 18,562 Other Income 57 239 Total Revenue 20,347 18,801 Operating Expenditure 14,461 13,565 EBITDA 5,886 5,236 EBITDA Margin 28.9% 27.8% Finance Cost 76 75 Depreciation & Amortisation 881 642 Total Expenditure 15,418 14,282 Profit Before Tax 4,929 4,519 Provision for Current Tax, Deferred Tax & Other Tax Expenses 1,759 1,456 Profit After Tax (PAT) 3,170 3,063 PAT Margin 15.58% 16.3% Transfer to General Reserve 317 310 FINANCIAL HIGHLIGHTS (Consolidated Results) Rs. in Mn. Particulars 2014-15 2013-14 Sales 20,096 18,597 Other Income 257 239 Total Revenue 20,353 18,836 Operating Expenditure 14,474 13,595 EBITDA 5,879 5,241 EBITDA Margin (%) 28.9% 27.8% Finance Cost 76 75 Depreciation & Amortisation 881 643 Total Expenditure 15,431 14,313 Profit Before Tax 4,922 4,523 Provision for Current Tax, Deferred Tax & Other Tax Expenses 1,759 1,457 Profit After Tax (before minority interest) 3,163 3,066 PAT Margin (%) 15.5% 16.3% Dividend as % of Paid-up Share Capital 77.5% 72.5% REVIEW OF PERFORMANCE During the FY 2014-15, Indian economy showed some improvement over last year, but it continued to grow at a slower pace. As per the Reserve Bank of India (RBI)''s latest update on Macro Economics and Monetary Developments 2014-15, released on April 1, 15, the real GDP growth at factor cost for FY 2014-15 is projected at 5.5%, against 4.7% last year. Although a demanding fiscal, your Company has delivered better growth in revenues, supported by well devised growth and marketing strategies and more efficient operations and cost management. Performance highlights of your Company during the year under consideration are as follows: * Standalone sales and other income crossed the 20 billion mark to reach Rs. 20,347 million witnessing a growth of 8.2% as compared to Rs. 18,801 million in the previous year due to growth in circulation and advertisement revenue. * Standalone advertising revenue grew at 7% to Rs. 15,170 million, which also includes revenue from the internet and digital media business. Circulation revenue grew at 16.2% to Rs. 3,755 million. * Standalone Profit After Tax (PAT) for the year under review was Rs. 3,170 million. Last year''s PAT of Rs. 3,063 million included Rs. 149 million towards tax benefit on account of accumulated tax losses of Internet business. Thus, normal PAT (excluding the tax benefit) was Rs. 2,914 million for FY 2013- 14. This year your Company achieved 8.8% growth in PAT despite of starting various new operations. * The consolidated gross revenue of your Company increased to Rs. 20,353 million from Rs. 18,836 million in the previous year, whereas the consolidated PAT stood at Rs. 3,163 million as against Rs. 2,917 million of the previous year (after excluding one-time tax gain of Rs. 149 million on account of demerger of internet business). * Print business: Advertising revenues increased from Rs. 13,254 million to Rs. 13,909 million, reflecting a growth of 4.9% YoY. Overall print advertisement market grew by 8.5%, as per FICCI-KPMG Report 2015. Though this year''s growth of 4.9% is lower than overall industry average, it is significant since it is on a higher base which grew at 17% last year against industry average of 8.7%. * Circulation revenues grew from Rs. 3,232 million to Rs. 3,755 million at a growth of approx.16.2% YoY. * Print business EBITDA margins stand at approx. 29%, with Rs. 5,482 million EBIDTA, a growth of 11.7% YoY. * Print business normal PAT stands at Rs. 2,976 million with 16% PAT margin, a growth of 5.4% YoY. * EBITDA margin of Print Business Matured Editions stands at 34.5%. REVIEW OF PERFORMANCE OF EMERGING EDITIONS/ BUSINESS In order to analyse the performance of the Company, its divisions / editions are segmented into emerging and matured editions / business, as any new edition launched takes about three to four years for stabilisation and for earnings. Review of Performance of Emerging Editions / Business Summary Financials (Rs. in Mn.) (Standalone Results) Particulars Emerging Editions Others Total / Business Turnover FY2014-15 - Advt. Revenue 1554 13,616 15,170 - Sales 533 3,222 3,755 - Others 148 1274 1,422 Total Income 2,235 18,112 20,347 Newsprint Cost 1,077 5,402 6,479 Opex 1432 6,550 7,982 Total Cost 2,509 11,952 14,461 EBITDA (274) 6,160 5,886 EbITDA Margin (%) (12.25%) 34.01% 28.92% Interest 7 69 76 Depreciation 101 780 881 PBT (382) 5,311 4,929 PBT Margin (%) (17.08%) 29.32% 24.22% Emerging editions include editions in newly launched states of Jharkhand, Maharashtra and Bihar. It also includes the newly launched mobile application division and e-Real Estate Division during FY 2014-15. Revenues from emerging editions have reported strong growth. At the same time, mature editions business has reported improved EBITDA margins at 34.01%, on the background of correction in newsprint prices and strict control over other expenditures. Emerging editions are classified as those editions which are below four years of age or which have turned profitable in last four quarters, whichever is earlier. RADIO BUSINESS 94.3 FM is the largest radio network of the Tier II and Tier III cities, spread across seven states and 17 cities, commanding a leadership rank in almost all of its markets, both in terms of listenership as well as retail market share. The Radio Business of your Company continued to perform exceptionally well in this financial year. Total income of the division increased from Rs. 794 million during the previous year to Rs. 959 million during the year under review, which is a growth of 21%, one of the best among the Radio players. EBITDA has grown by 26% at Rs. 394 million. EBITDA margin is 41%, which is best among the radio players. DIGITAL BUSINESS DBCL''s web properties continue to expand their viewership base and are following an aggressive growth trajectory. www.dainikbhaskar.com continues to be the #1 Hindi news site, as well as the #1 website in Hindi on the internet. Similarly, www.divyabhaskar.com is the #1 Gujarati news site, as well as the #1 website in Gujarati on the internet. DBCL''s other websites are the Marathi news website www.divyamarathi.com and the English news site www.dailybhaskar.com. Digital Business of your Company covers its existing internet business and newly launched divisions of Mobile Application and Real Estate portal. The digital business of your Company recorded a phenomenal 88% growth in total income to Rs. 304.5 million, backed by a robust strategy that revolves around hyper-local news coverage and a huge library of diversified content for visitors spanning high interest news on various local, national and international issues. The digital business under standalone financials recorded EBITDA loss of Rs. 102 million, after recording the expenses of expanded operations and newly started divisions. OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK Print Business * Dainik Bhaskar continues to be the largest read newspaper of urban India, retaining its market position in legacy markets, while also strengthening presence in emerging regions. * Audit Bureau of Circulations result for six months period (July ''14 - Dec ''14) declared Dainik Bhaskar as India''s largest circulated national daily. * Dainik Bhaskar has not only maintained its leadership in key regional Indian markets, but also retains a substantial lead over the #2 player. These regional markets have been witnessing higher GDP growth with better per capita income and consumption, enabling the organisation to grow at a faster pace than industry average. * Dainik Bhaskar is the largest read newspaper of urban India. It has retained its leadership position in legacy markets, including Madhya Pradesh, Chhattisgarh, Chandigarh, Punjab, Haryana (CPH), urban Rajasthan and urban Gujarat and also continues to strengthen presence in emerging regions of Maharashtra, Bihar and Jharkhand, which continue to report strong progress. * Dainik Bhaskar has been voted the Most Trusted Brand in the category of Hindi newspaper, revealed by the Brand Trust Report India study 2015. TRA is the publisher of The Brand Trust Report and India''s Most Attractive Brands. This year''s report has been mined from 3 million data points collected through a primary research conducted across 16 Indian cities. * DBCL has pioneered a significant change in the attitude and stance of news publishing. ''No Negative Monday'' is a new endeavour initiated by Dainik Bhaskar to encourage a more optimistic environment and usher in every new week with greater enthusiasm and positivity. Already being implemented across all 58 editions in 14 states, every Monday, Bhaskar will highlight positive news in the front page, desh-videsh, state and city sections and segregate other news under a clear header. The effort has garnered significant appreciation from associates, as well as lauded by Hon''ble Prime Minister Mr. Narendra Modi. * DBCL is also among the first few companies in India to take active steps towards the initiative of establishing a ''Whistle Blowing Mechanism'' to encourage employees to report irregularities in operations. This is a vigil mechanism to be adopted as a statutory requirement under the Companies Act 2013. D. B. Corp has appointed Ernst & Young to assist the Company in establishing systems and procedures and has also associated with InTouch MCS to attend to any reports from whistle blowers. * Breakthrough industry events like the ''Unmetro - The markets driving India'' conclaves have reiterated DBCL''s thought leadership position. The Unmetro event conclave in its 7th edition was recently brought to Delhi and Mumbai and has been attracting marketing professionals and industry stalwarts representing some of India''s largest companies and have compelled organisations to analyse and appreciate the latent economic and consumption potential of Tier II and Tier III cities that are poised to become key growth centres in the near future. Radio Business DBCL''s activities to develop the radio business reflect its vision - ''to become an indispensable part of the lives of listeners and business associates by offering refreshing and informative content.'' Evidently, driven by India''s demographic profile, radio has significant growth potential. DBCL''s constant efforts to analyse its markets and audience behaviour has revealed key insights focussed on the marked shift of attitude in consumption of radio content. It has evolved from being an add-on medium and has become an increasingly integral part of media plans that seek to target more focussed and localised audience groups in a cost effective manner. DBCL has already acted fast to capitalise on this potential and has emerged as a market leading radio business in ''Unmetro'' geographies, where DBCL has a significant print media footprint. With government having announced the phase III auctions of radio frequencies which will reach consumers in even smaller towns than during the ''phase II'', your Company is keen to expand its radio network in existing territories as well to the new geographies. With the commencement of Phase III auctions already in process, your Company has also filed its application with the Ministry of Information and Broadcasting for participating in FM Radio phase III auctions. The auctions are expected to be conducted soon. MY FM is poised to widen its footprint in the FM business and shall further strengthen the leadership position, which it already enjoys. Digital Business DB Digital saw a phenomenal growth in FY 2014-15 in terms of Unique Visitors (UV) and Page per Visit (PV). DB Digital subsuming of nine digital portals has breached 554 million PV and 27 million UV mark. ''Money Bhaskar'' launched in FY 2014 has gained a strong readership in comparison to other financial sites. Other new websites that were recently launched are Bollywood.bhaskar.com,Fashion101.in. DBCric.com and Jeevanmantra.in. Fashion101.in gives What Where When of Style. It is India''s first multilingual fashion destination. Jeevanmantra.in - Behtar Zindagiki Or is about how to make life better. Cricket is a big craze among Indians. The site DBCric.com has all the details of cricket matches live, past and about-to- be-played and also the profile of team players. DB mobile app was launched in 2014 and has been recently upgraded aiming to be a ''One-stop destination'' giving the users access to news from more than 800 cities. Total app downloads have reached to over 9 lakh within 1 year of its inception. Also 5 star rating has been accorded to the app by Industry gurus. MAJOR EVENTS DURING THE YEAR * Incorporation of a wholly owned subsidiary viz. DB Infomedia Private Limited During the year under review, your Company incorporated a new wholly- owned subsidiary (WOS) under the name ''DB Infomedia Private Limited''. The WOS is primarily engaged in the business domain of online digital space. * Launch of Mobile App division During FY 2014, the Company launched Mobile app for its publications Dainik Bhaskar and Divya Bhaskar, which are available on Android and IOS platforms. The Company carried out a massive campaign of app download in 9 major cities during the year which received a phenomenal response in terms of 9 lakh app downloads by March 31, 2015. The upgraded DB mobile app aimed to be a ''One-stop destination'' gives users access to news from more than 800 cities. The app has been accorded 5-Star rating by Industry gurus. * Foray into e-real estate In FY 2014-15, the Company decided to foray into e-real estate business and set up a separate division for launch of real estate portal. The proposed website will be operated as search engine for real estate properties and allied services in selected cities of India where the Company has its presence through Print and Radio. DIVIDEND The Board of Directors is pleased to inform that for the year under review, an interim dividend @ 35% (i.e. Rs. 3.50 per equity share of the face value of Rs. 10/- each) was declared and paid on February 7, 2015. The Board has further recommended final dividend @ 42.5% (i.e. Rs. 4.25 per equity share of the face value of Rs. 10/- each) for the FY 2014-15. The final dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid to those members whose names appear in the Register of Members at the end of business hours on July 24, 2015. The total amount of dividend, including interim dividend, for the FY 2014-15, will be Rs. 1,424 million as against Rs. 1,331 million for the previous financial year. DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement, Mr. Kailash Chandra Chowdhary, Mr. Piyush Pandey, Mr. Harish Bijoor and Mr. Ashwani Kumar Singhal, the Independent Directors of the Company were re-appointed for a term up to 31st March, 2019 at the Annual General Meeting of the Company held on 24th July, 2014. The appointment of Mr. Sudhir Agarwal, Managing Director, Mr. Pradyumna Mishra, Group Chief Financial Officer and Ms. Anita Gokhale, Company Secretary, was formalised as the Key Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, which came in to effect from April 1,2014. In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ramesh Chandra Agarwal, Director (DIN:00051310), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act,2013. A brief resume of Mr. Ramesh Chandra Agarwal, nature of his expertise in specific functional areas and names of the Companies in which he holds directorship and / or membership / chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange/s, is given in the Corporate Governance Report which may be taken as forming part of this Report. All Independent Directors have given declarations that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. None of the Non-Executive Directors had any pecuniary relationships or transactions with the Company which may have potential conflict with the interests of the Company at large. During the year under consideration, no director or Key Managerial Personnel has resigned and hence, there is no new appointment in any of these positions. COMMITTEES OF THE BOARD The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the Listing Agreement: * Audit Committee * Stakeholders'' Relationship Committee * Nomination and Remuneration * Corporate Social Responsibility Committee Committee * Compensation Committee * Executive Committee The details regarding composition and meetings of these committees held during the year under review as also the meetings of the Board of Directors are given in the Corporate Governance Report which may be taken as forming part of this Report. BOARD EVALUATION In accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and the Listing Agreement, the Board has carried out formal annual evaluation of its own performance, performance of its various Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which may be taken as forming part of this Report. POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES In terms of sub-section 3 of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters. The detailed policy is given in the Corporate Governance Report which may be taken as forming part of this Report. EXTRACT OF ANNUAL RETURN The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in prescribed format is attached as ''Annexure A'' to this Report. CSR ACTIVITIES IN DAINIK BHASKAR GROUP Your Company considers CSR as an integral part of its growth strategy and under the aegis of the same, it undertakes initiatives which are key contributors towards ensuring inclusive growth of the society across all its markets where present. All its activities undertaken are aligned to its vision - to be enablers of socio-economic change. Creation of better, well-informed communities continues to be a committed intent of your Company which has translated into a wide plethora of activities involving the community. The objective has been one to develop a legacy of social development for future generations. It has successfully carried out mass movements through its editorial and on-ground campaigns on various social issues like ''Computer Education'', ''Annadaan'', ''Vastradaan'', ''Save Birds'', ''Ek Ped Ek Zindagi'', ''Sarthak Diwali'', ''Mitti ke Ganesh'', ''Beti Bachao Andolan'', ''Save Water'' and ''Green Ambulance'', among others. The Company has its own dedicated team for CSR activities, actively collaborating on various CSR projects in different states of India where the Company has its operations. Education, environment and betterment of under-privileged people have been key focus areas. Some most recent and notable efforts are as follows: Vastradaan - Jammu & Kashmir: In September 2014, the State of Jammu & Kashmir was severely affected by the late monsoon rainfall that wreaked havoc in the region. Bhaskar supported the great cause by sending new warm clothes (sweaters, jackets, shawls, blankets etc.) to the victims of the national calamity. Bhaskar invited reader participation from various states located hundreds of miles away to help their fellow countrymen in their time of dire needs. Several editorial and ad support were employed to make the readers aware of the grave situation. * Created more than 250 collection centres at prominent places across 45 Indian cities. * Team along with the Jammu & Kashmir administrative authorities covered 2,200 kms in the disaster struck region and distributed the clothes to the needy. A total of 7 Districts, 32 Tehsils & more than 500 villages covered. Computer training annual activity in Feb-April: A trend-setting CSR activity focussing on providing fundamental computer education to senior citizens and housewives * The computer training held during February 2, 2015 to April 30, 2015 at 34 centres, with a total 9693 people trained and attracted total 11,399 registrations. * Help Age India also joined in this education programme. * The syllabus covered basic knowledge about the computers like MS Word, Excel, Powerpoint, Internet, E-mail, Facebook, Whatsaap, Twitter and other for the day-to- day requirement. * At an overall level, 98% trainees rated ''Very Good'' for the campaign. * More than 90% of the trainees were satisfied to learn MS Word, Excel, Internet surfing, Facebook, WhatsAap through the course. The Annual Report on CSR activities containing the prescribed particulars is attached as Annexure B to this Report. Introduction of CSR regulations under the Companies Act, 2013 has mandated spending 2% of net profits on prescribed CSR activities. While most of the erstwhile CSR activities being carried out by your Company are covered under prescribed CSR activities as per law, some are not covered. This year (FY 2014-15), however, was the first year of mandatory spend on CSR with higher level of spend as per prescribed norms. Accordingly, along with its ongoing CSR activities, CSR Committee of the Board / CSR team of the Company was committed to undertake further activities in the areas of promoting education, gender equality, empowering women, environmental sustainability, healthcare and sanitation, among others. During FY 2014-15, your Company has spent Rs. 369 lakh on prescribed CSR activities against a total required expenditure of Rs. 736 lakh. Considering the fact that this is a new legal requirement and it took lot of management''s time to realign ongoing CSR activities with prescribed CSR activities, the Company could not spend balance Rs.. 367 lakh as per requirement. However, the Company is committed to spend balance amount ofRs.. 367 lakh on the activities in the areas of: * Construction of public toilets in slum areas linking the same with ''Swachh Bharat Abhiyan'' of the Central Government. * Contribution to construction, maintenance and other expenses on day-care centres for Senior Citizens. * Mass plantation drive in the locations / cities where the Company has operations. * Any other activity as may be approved by CSR committee. These proposed activities are approved by the CSR Committee of the Board. Detailed strategy and planning for these activities are now in place and are expected to be implemented in next 4 to 6 months. RISK MANAGEMENT The details of the risk management framework adopted and implemented by the Company are given in the Corporate Governance Report which may be taken as forming part of this Report. ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS The Company has robust internal controls and has build up processes and standard operating guidelines in all areas of operations. Standard processes ensure smooth functioning of activities and zero ambiguity in the mind of people who are actually executing the operations. Your Company has a well-set Internal Audit structure, wherein it has engaged well experienced chartered accountant firms at all locations. Apart from Internal Audit, even surprise audits are undertaken to ensure effective adherence to established processes and policies at all times. VIGIL MECHANISM Your Company has established a vigil mechanism to enable directors and employees to report genuine concerns and grievances about any incident of violation / potential violation of law or the Code of Conduct laid down by the Company. The mechanism lays down the overall framework and guidelines for reporting genuine concerns. The details of this mechanism are given in the Corporate Governance Report, which may be taken as forming part of this Report. These are also posted on the website of the Company. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the financial statements of the Company read with Notes to Accounts which may be read in conjunction with this Report. TRANSACTIONS WITH RELATED PARTIES All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and at arm''s length basis. Further, there were no materially significant related party transactions entered into by the Company with the related parties. Hence, Form AOC - 2 is not applicable to the Company. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed: 1. that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended as on that date; 3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. that the directors had prepared the annual accounts for the financial year ended March 31,2015, on a ''going concern'' basis. 5. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; 6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. SUBSIDIARIES The Board of Directors is pleased to report the performance of the subsidiaries of your Company: 1. I Media Corp Limited (IMCL) IMCL which is housing the event business of the Company recorded total income of 10 million and EBITDA loss ofRs.. 2 million for the year. This subsidiary functions in co-ordination with radio division and carries out events across the MY FM radio presence cities. 2. DB Infomedia Pvt. Ltd. (DBIPL) DB Infomedia Pvt. Ltd. (DBIPL) was incorporated on February 16, 2015 as a wholly-owned subsidiary (WOS) of D. B. Corp Ltd. to carry on the business in the domain of online digital space. As the Company was just incorporated during the last quarter of FY 2014- 15, its operations involved only setting up activities with EBITDA loss of Rs.. 4.1 million. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is given separately which may be taken as forming part of this Report. REPORT ON CORPORATE GOVERNANCE A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance is attached to the said Report. EMPLOYEES'' STOCK OPTION SCHEMES Your Company has granted Stock Options to its employees under the ''DBCL-ESOS-2008'', ''DBCL - ESOS 2010'', ''DBCL-ESOS 2011 (Tranche 1)'' and ''DBCL-ESOS 2011 (Tranche 2)''. The particulars required to be disclosed as per Clause 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given in ''Annexure C'' to this Report. Compensation Committee of the Board of Directors, constituted in accordance with the SEBI Guidelines, administers and monitors these Schemes. Your Company has obtained a certificate from the Auditors certifying that the said Employee Stock Option Schemes have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the members in this regard. The Certificate will be placed at the Annual General Meeting for inspection by the members and is also attached to this Report. STATUTORY AUDITORS M/s S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai and M/s Gupta Navin K. & Co, Chartered Accountants, Gwalior, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. The Joint Statutory Auditors viz. M/s S. R. Batliboi & Associates LLP and M/s Gupta Navin K. & Co. have confirmed that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Makarand M. Joshi & Company, a firm of Company Secretaries in Practice to undertake the secretarial audit of the Company. The Secretarial Audit Report given by the Secretarial Auditor is attached as Annexure D to this Report. COST AUDITOR Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the appointment of Cost Auditor is not mandatory in respect of your Company''s business of printing and publishing and electricity generation from wind farm. However, as per the said amended rules, your Company is required to maintain cost records in respect of its electricity generation business. Hence, in compliance with the said rules, your Company did not appoint any Cost Auditor for the FY 2014-15. However, it continues to maintain cost records in respect of its electricity generation business. The status of submission of Cost Audit Report and the Compliance Report for the FY 2013-14 (as applicable then) is as under: Cost Audit Report for Compliance Report for Printing and generation of electricity from Publication Business Wind Farm FY~2013-14 FY 2013-14 a. Date of actual filing: a. Date of actual filing: 18th September, 2014 18th September, 2014 b. Due date of filing: b. Due date of filing: 30th September, 2014 30th September, 2014 PUBLIC DEPOSITS During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules made thereunder or any amendment or re-enactment thereof. PARTICULARS OF REMUNERATION TO EMPLOYEES The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197(12) of the Companies Act, 2013 and the Rules made there under are given in Annexure E to this Report. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (a) Conservation of Energy and Technology Absorption Going Green was the theme of FY 2014-15 under which eco friendly Ambiators for air cooling were installed in place of conventional air conditioners. These Ambiators do not use any refrigerant gas. Conventional lighting is being replaced by LED lights, which has considerably reduced energy consumption. Migration from conventional Plate making to Vio-Green CTP Process-less Plates completely eliminates the use of chemicals and water for processing of plates used in printing of newspaper. The total amount of capital invested on such energy conservation measures during the year was Rs. 60,42,954/. No new technology was imported nor was any expenditure on Research & Development incurred during the year. (b) Foreign Exchange Earnings and Outgo Your Company earned Foreign Exchange of Rs. 212.93 million (Previous Year Rs. 128.65 million). The Financial Expenses in foreign exchange during the year was Rs. 12.93 million (Previous Year Rs. 18.97 million) and on account of travelling and other expenses was Rs. 27.61 million (Previous Year Rs. 17.46 million). DEMAT SUSPENSE ACCOUNT 247 shares issued and allotted in January 2010 in favour of six shareholders under the public issue of the Company remained unclaimed and were lying in the ''Demat Suspense Account'' opened by the Company as prescribed under Clause 5A.I of the Listing Agreement. The Company had sent reminders to all these six shareholders at their latest available addresses. One of the shareholders responded and has claimed 30 shares after complying with all the necessary formalities in this regard. Voting rights on the remaining 217 shares will remain frozen till the rightful owners of these shares claim the shares. The following disclosure is made as prescribed in this regard: (i) Aggregate number of shareholders 6 shareholders / 247 shares and the outstanding shares in the suspense account lying as on April 1,2014. (ii) Number of shareholders who approached 1 the Company for transfer of shares from suspense account during the FY 2014-15. (iii) Number of shareholders to whom 1 shares were transferred from suspense account during the FY 2014-15. (iv) Aggregate number of shareholders 5 shareholders / 217 shares and the outstanding shares in the suspense account lying as on March 31,2015. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact on the going concern status of the Company and its future operations. HUMAN RESOURCES AND INDUSTRIAL RELATIONS Your Company believes that it is the strongest when it is committed to the organisation''s vision. In an effort to achieve this, your Company cares for people, values and human dignity, fosters a culture of team work, creates opportunities for working together and nurtures people to develop the best. By this, it aims at inspiring people to find pride in work and to develop passion for excellence. The year has seen a series of HR initiatives being driven across the organisation starting from deployment of Vision and Core Values, Badlaav Miljulkar, Performance Management System, Financial and Non-financial recognition (Performance Linked Incentive and R&R Initiatives), Learning and Development opportunities from DB School of Media Education covering majority of our Ad Sales and Editorial employees, which were focusing on employee connect as well asgrowth of the organisation. All these initiatives have been received very well by the employees and have become part of daily work life in DB. This has resulted in reduction of attrition %age to 18% in the FY 2014-15 from 24% of FY 2013-14. Third Employee Engagement Survey in partnership with Gallup Consulting received 97% of employee participation, which itself is a record. There was an increase in the Employee Engagement from 3.85 to 4.17 Grand mean. Subsequent to this survey, several areas have been identified as part of the Enterprise Level Action Plan as a focus for the coming year. We have initiated extensive work on employee Material & Equipment needs, Performance Management and Core Value Recognition, among others. The year was also seen us launch the HR Strategy of ''Right & Engaged Talent with Happy Families''. To build bench for future business requirements of the Company, an initiative called the MD Fellow Program has been developed and will be launched in the course of this year. This initiative is doing extensive work on competency mapping and building individual development plans for creating competent bench strength for the organisation in critical roles. Your organisation believes in speed and growth and at the same time remains sensitive to understanding employee needs and hence has launched/revised a series of employee-friendly policies under the banner of DB Cares: * Assisting employees financially on special occasion of marriage of daughters * Welcoming birth of girl child * Birth of a male child * Mediclaim policy for Parents & Parents-in-law * Ek Din Bhaskar Mein: Family Plant and Office Visit * Special Leaves on occasion of birthday of Spouse and Children * Policy against sexual harassment at workplace. Enhancement of individual level engagement has also been focused upon by the ''Let''s Chat'' initiative which is a progressive way of creating connect between the manager and the team member and looks at aligning the personal and professional aspiration of the team. To handhold the new joiners at senior and middle management level, we have introduced the buddy and mentor concept. This helps the employee to quickly understand the organisation''s culture and get started on his job immediately on completion of his induction. These are a few steps taken by HR towards its ultimate journey of making DB an ''Employer of Choice''. ACKNOWLEDGEMENTS Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and other Regulatory Authorities for their assistance, continued support, co-operation and guidance. For and on behalf of the Board of Directors of D. B. Corp Limited Place: Mumbai Sudhir Agarwal Pawan Agarwal Date: May 14, 2015 Managing Director Deputy Managing Director Encl: Annexures A to E

Director’s Report