DB Corp Ltd.

Our Company was originally incorporated as ‘Multi-Tech Energy Limited’
 under the provisions of theCompanies Act, 1956 as per the certificate
 of incorporation dated October 27, 1995 issued by the RoC Gwalior,
 Madhya Pradesh. Our Company received its certificate of commencement
 of business on June 26, 1998. Subsequently, our Company’s name was
 changed to ‘D.B. Corp Limited’ by a fresh certificate of
 incorporation dated December 1, 2005. Our Company engaged itself in
 print and publication from April 1, 2005 pursuant to the WPL
 Demerger.
 
 Changes in the Registered Office
 
 At the time of incorporation, the registered office of our Company
 was situated at 6, Dwarka Sadan, Press Complex, M.P. Nagar, Bhopal
 462 011, Madhya Pradesh. Pursuant to our shareholders resolution
 passed on November 4, 2005 and certified by the Company Law Board,
 Western Regional Bench, Mumbai by its order dated December 5, 2005,
 our registered office was shifted to its current Registered Office at
 plot no. 280, Sarkhej Gandhinagar highway, near YMCA Club, Makarba,
 Ahmedabad 380 051, Gujarat.
 
 WPL Demerger
 
 The High Court of Gujarat by its order dated October 10, 2006 and
 amended order dated December 22, 2006 approved the scheme of
 arrangement under section 391 to 394 of the Companies Act following
 which the entire publication business and the windfarm business of
 WPL was transferred to our Company (WPL Demerger).
 
 The scheme of arrangement of the WPL Demerger provides that with
 effect from April 1, 2005
 (Appointed Date) the business of publication, including the assets
 and liabilities, intellectual
 property rights, employees and printing of newspaper under the title
 'Dainik Bhaskar' and 'Divya Bhaskar' shall stand transferred in our
 Company as a going concern. Further the scheme of arrangement of the
 WPL Demerger provides that the ownership of all land and buildings
 shall continue to be in the name of WPL with our Company having the
 right to use the immoveable property by way of lease or leave and
 license. For details on the lease agreements with WPL refer to
 section titled ‘Our Business’ beginning on page 57. The WPL Demerger
 became operative from December 12, 2006 (WPL Effective Date).
 
 As consideration for such transfer, our Company issued and allotted
 2,136,550 Equity Shares on December 12, 2006 to the shareholders of
 WPL in the following ratio:
 
 * Two fully paid up Equity Shares to the members of WPL for every one
 fully paid up equity share of Rs. 100 each of WPL held by them.
 
 Simultaneously, the 50,000 existing Equity Shares of the Company were
 cancelled. 
 
 Pursuant to the WPL Demerger, all legal proceedings pending on the
 Appointed Date, in relation to the publication business, continued to
 be enforceable by or against WPL and any proceedings initiated by any
 third party for acts or deeds of the publishing business, prior to
 the Appointed Date were to be initiated only against WPL.
 
 Further the scheme of arrangement provides, that from the date on
 which the High Court sanctions the WPL Demerger and on the date of
 receipt of the approval of the majority of persons directed under the
 WPL Demerger, all contracts, deeds, bonds, agreements and other
 instruments in relation to publication business to which WPL was a
 party became enforceable against or in favour of our Company.
 
 Indiainfo Demerger
 
 The High Court of Gujarat and Karnataka High Court by orders dated
 June 11, 2007 and June 22, 2007, respectively, approved the scheme of
 arrangement under section 391 to 394 read with section 100 to 103 of
 the Companies Act, for transfer of the internet division of Indiainfo
 (Indiainfo Demerger).
 
 As consideration for the transfer of the internet division of
 Indiainfo, our Company issued and allotted shares to those members of
 Indiainfo whose name appeared in the register of members of Indiainfo
 on June 22, 2007.
 
 The scheme of Indiainfo Demerger provides that from September 1, 2006
 (Indiainfo Appointed
 Date), the entire business undertaking of the internet division of
 Indiainfo, including all assets and liabilities, pursuant to section
 394(1) of the Companies Act was transferred in our Company.
 As consideration for the Indiainfo Demerger, our Company was to issue
 and allot Equity Shares to the shareholder of Indiainfo in the
 following ratio:
 
 (a) 25 Equity Shares in proportion to members existing shareholding
 in Indiainfo Limited.
 
 (b) 10 preference shares of Rs. 10,000 each of our Company in
 proportion members existing
 shareholding in Indiainfo.
 
 Due to the change in the exchange control regulations issued by the
 RBI in relation to preference shares being classified as external
 commercial borrowings, our Company was unable to issue preference
 shares to the non-resident shareholders of Indiainfo. Relying on the
 provisions under the scheme of Indiainfo Demerger, by a resolution of
 our Board dated October 25, 2007, and a resolution of the board of
 Indiainfo dated October 25, 2007, the terms of the scheme of
 Indiainfo Demerger were modified such that in lieu of nine preference
 shares, 180 equity shares at a value of Rs. 500 each were to be issued
 by our Company to the non-resident shareholders of Indiainfo.
 
 Pursuant to the Indiainfo Demerger, all legal proceedings pending on
 the Indiainfo Appointed Date, in relation to the internet division
 will continued to be enforceable by or against Indiainfo and any
 proceedings initiated by any third party for acts or deeds of the
 publishing business, prior to the Appointed Date were to be initiated
 only against Indiainfo.
 
 History of our Company
 
 The first edition of Dainik Bhaskar was published in Madhya Pradesh
 in the late sixties.
 The office of the RNI issued a letter No 5/4/1996-Admn dated June 18,
 2004 to the District
 Magistrate, Gwalior, Indore, Jhansi, Jabalpur and Bhopal with a copy
 to the owners stating that, in light of the Supreme Court order dated
 July 7, 2003 in the Civil Appeal No. 4782 of 1996 with C.A. No. 4783
 of 1996 and W.P. (C) No. 527 of 1993, the ownership of Dainik Bhaskar
 was updated and the ownership of Dainik Bhaskar was relegated back to
 the ownership of Dainik Bhaskar immediately prior to June 29, 1992.
 In terms of the aforementioned letter issued by RNI and judgment of
 the Hon’ble Supreme Court, the ownership pattern of Dainik Bhaskar as
 on June 29, 1992 was as follows:
 
 Place of publication      Name of the owner
 
 Bhopal                          M/s Writers and Publishers Limited
 
 Indore                           M/s Bhaskar Graphics and Printing
 Arts Limited (subsequently merged
                                              with WPL)
 
 Gwalior                         M/s Bhaskar Publications and Allied
 Industries Private Limited
                                       Jhansi Mr. Sanjay Agarwal
 
 Jabalpur                       Mr. B.D. Agarwal
 
 Further, the office of RNI by a letter dated June 18, 2004 addressed
 to the District Magistrates, Satna, Raipur, Bilaspur, Nagpur, Jaipur,
 Jodhpur, Ajmer, Bikaner, Kota, Sriganganagar, Udaipur, Chandigarh,
 Panipat, Hissar and Faridabad, confirmed that the ownership status of
 the editions which commenced publication after June 29, 1992 is as
 follows:
 
 Place of Publication                                                 
       Name of the Owner
 
 Satna, Raipur, Bilaspur, Nagpur, Jaipur, Jodhpur,           Writers
 and Publishers Limited (now Writers and
 Ajmer, Bikaner, Kota, Sriganganagar, Udaipur,                 
 Publishers Private Limited)
 Chandigarh, Panipat, Hissar and Faridabad
 
 WPL entered into a memorandum of understanding dated November 15,
 2006 with the legal heirs of Late Mr. B.D. Agarwal and Bhaskar
 Prakashan Private Limited, pursuant to which, the legal heirs of Late
 Mr. B.D. Agarwal relinquished their ownership to the title Dainik
 Bhaskar in favour of WPL and in lieu of the same WPL granted a
 perpetual right to Bhaskar Prakashan Private Limited (agreed by legal
 heirs of Late Mr. B D Agarwal) to print and publish and manage Dainik
 Bhaskar from 18 districts i.e. (Jabalpur, Narsinghpur, Seoni, Mandla,
 Chhindwara, Rewa, Satna, Shahdol, Sidhi, Balaghat, Damoh, Panna,
 Chhatarpur, Tikamgarh, Anuppur, Umaria, Katni, Dindori ), out of 48
 Districts of Madhya Pradesh with entire Maharashtra and Western Uttar
 Pradesh.
 
 Pursuant to WPL Demerger the entire publications business of WPL was
 transferred to our Company. 
 As a part of the WPL Demerger, all the consents and approvals issued
 to WPL including RNI
 registrations were to be transferred in the name of our Company. We
 have received all the RNI
 registration in the name of our Company, as set below:
 
 1. Pursuant to a letter dated June 24, 2008 issued by the RNI, the
 RNI registration of ‘Dainik
 Bhaskar’ for Amritsar, Jalandhar and Ludhiana editions were
 transferred from WPL to our
 Company.
 
 2. Pursuant to a letter dated March 18, 2008 issued by the RNI, the
 RNI registration of ‘Divya
 Bhaskar’ in the cities of Ahemdabad, Surat, Baroda, Rajkot, Bhuj and
 Mumbai was
 transferred from Mr. Sudhir Agarwal to our Company.
 
 3. On October 10, 2008, the ownership of ‘Dainik Bhaskar’ editions of
 Bhopal and New Delhi
 were changed from WPL to our Company in the records of RNI.
 
 4. Pursuant to a letter dated March 18, 2008 issued by the RNI, the
 RNI registration of ‘Dainik
 Bhaskar’ for Sagar edition was transferred from WPL to our Company.
 
 5. Pursuant to a letter dated January 2, 2008 issued by the RNI, the
 RNI registration of ‘Dainik
 Bhaskar’ for Chandigarh, Jaipur Ajmer, Jodhpur Bikaner Udaipur and
 Kota editions, were
 transferred from WPL to our Company.
 
 6. Pursuant to a letter dated January 7, 2008 issued by the RNI, the
 RNI registration of ‘Dainik
 Bhaskar’ for Panipat, Hisar and Faridabad editions, were transferred
 from WPL to our
 Company.
 
 7. Pursuant to a letter dated December 31, 2007 issued by the RNI,
 the RNI registration of
 ‘Dainik Bhaskar’ for Ujjain, Raipur, Bilaspur and Indore editions
 were, transferred from WPL
 to our Company.
 
 As of date, the Company has the right to and is printing and
 publishing the Dainik Bhaskar in eight states - Madhya Pradesh,
 Rajasthan, Chattisgarh, Haryana, Delhi, Punjab and Himachal Pradesh -
 and the Union Territory of Chandigarh.
 
 We have also been publishing Divya Bhaskar, a Gujarati daily in
 Gujarat since 2003 and in Mumbai (Maharashtra) since 2004.
 
 Key events and milestones
 
 2005 
 
 Demerger of the publication business of Writers & Publishers Limited
 into our Company.
 
 2006
 
 SMEL acquired 17 licenses for its FM Radio operations and launched
 operations in Jaipur.
 
 Issuance of 152,610 Equity Shares of our Company to Cliffrose
 Investment Ltd pursuant to a
 scheme of demerger.
 
 ‘Dainik Bhaskar’ launched in Punjab
 
 Our Company launched Ujjain, Sagar Editions of ‘Dainik Bhaskar’ and
 Rajkot Edition of Divya
 Bhaskar.
 
 2007
 
 Our Company launched Hindi edition of ‘Dainik Bhaskar’ from
 Ludhiana.
 
 SMEL launched 13 FM radio stations at various locations in India.
 
 Our Company launched new edition of ‘Divya Bhaskar ’in Gujarat.
 
 Our Company entered into a publication license agreement with
 Diligent Media Corporation
 Limited to print, edit, publish, circulate, and market the Newspaper
 DNA-Daily News & Analysis
 including its supplements, ‘After Hrs.’, ‘DNA Sport’, ‘DNA Academy’,
 ‘DNA Life’, ‘DNA ME’
 and ‘DNA YA’ in the entire state of Gujarat.
 
 Demerger of internet division of Indiainfo with our Company.
 
 2008
 
 Our Company’s name was entered in the Guinness Book of World Records
 for hosting the largest tea party for the social theme of public
 participation in development of Indore city. The tea party was
 organised by our Company in association with Hindustan Unilever
 Limited and Tea Board of India.
 
 One Subsidiary, SMEL launched three FM radio stations at Kota,
 Jabalpur and Raipur.
 
 Our Company’s new brand DB Star was published from Indore and
 Bhopal.
 
 Our Company launched Business Bhaskar in Bhopal, Indore, Raipur,
 Panipat, New Delhi,
 Jalandhar and Ludhiana.
 
 Our Company entered into a publication license agreement with
 Diligent Media Corporation
 Limited to print, edit, publish, circulate, and market editions of
 DNA-Daily News & Analysis
 including its supplements, ‘After Hrs.’, ‘DNA Sport’, ‘DNA Academy’,
 ‘DNA Life’, ‘DNA ME’
 and ‘DNA YA’ in the entire state of Rajasthan.
 
 2009
 
 -Launch of highly successful maiden public issue of DB Corp Ltd from
 10th Dec to 15th Dec which was oversubscribed by over 39 times a
 record oversubscription in 23 months for any IPO
 
 -Installation of KBA Printing Machines imported from Germany at
 Jaipur and Ahmedabad 
 
 2010
 
 -D B Corp Ltd. launched 50th Edition by launching Bhatinda Edition
 
 -D B Corp Ltd. launched its 12th state of Jharkhand with launch of
 49th Edition in Ranchi on 22nd August 2010. The launch for reader was
 very successful, with around 135000 subscribed copies on the day one
 of the launch and thus becomes most popular News Paper from day 1 of
 the launch. 
 
 -D B Corp Ltd. launched 51st Edition by launching Jammu Edition 
 
 -D B Corp Ltd. launched 51st Edition by launching Jammu Edition 
 
 -Dainik Bhaskar wins award at INMA Awards, 2010 in the category of
 Marketing Solutions for Advertising Clients
 
 2011
 
 -Dainik Bhaskar voted as ICMR's (Indian Council for Market Research)
 Star Brand 
 
 -Awards won by D B Corp Ltd at CMO Asia Awards 2011 for EXCELLENCE IN
 BRANDING AND MARKETING function held at SINGAPORE
 
 -DB Corp Limited extended its presence to 4th language Marathi with
 launch of its 60th edition Dainik Divya Marathi newspaper in
 Aurangabad
 
 -D B Corp Ltd. launched 61st Edition by launching DNA Indore Edition
 
 
 -D B Corp Ltd. launched 4th Edition by launching Ahmednagar 
 
 2012
 
 -D B Corp Ltd. launched 4th Edition by launching Ahmednagar 
 
 -DB Corp Limited Announces Successful Launch of 5th Edition of Dainik
 Divya Marathi from Sholapur, Maharashtra.
 
 -DB Corp Ltd. Announces Launch of Dainik Bhaskar School for Media
 Training Association with Dale Carnegie.
 
 2013
 -DB Corp Ltd Announces successful launch of 6th Edition of Divya
 Marathi from Akola, Maharashtra.
 -DB Corp Ltd Announces the successful launch of 7th Edition of Divya
 Marathi from Amravati.
 
 2014
 -DB Corp Ltd announces successful launch of Dainik Bhaskar Newspaper
 from Patna-Bihar.
 -CARE Assigns highest AAA Rating to DBCL.
 
 2015
 -Dainik Bhaskar Announces successful launch of Dainik Bhaskar
 Newspaper from Gaya Edition
 -Dainik Bhaskar Strengthens Radio Business Acquires 14 frequencies in
 the Phase III auctions My FM extends presence to 7 states and 30
 cities
 
 2016
 - Launch of DB Post.
 -Company has added one more portal to the bouquet of portals in the
 service of its customers which aims at facilitating dream come true
 for every aspirant of one s own home.
 -Launch of 4 Radio Stations on 12th December 2016 in cities of
 Aurangabad, Ahmednagar, Nanded and Sangli.
 -Commencement of 3 Radio Stations, out of 13 newly acquired Radio
 stations during Phase 3 Radio Auctions in the cities of Hisar on 29th
 July 2016, Karnal on 30th July 2016 and in Rajkot on 7th August 2016.
 -Dainik Bhaskar is World’s 4th largest Circulated Newspaper.
 
 2017
 -Launch of 2 Radio Stations in the city of Nasik and Jalgaon.
 -Launch of 2 Radio Stations in the city of Solapur and Dhule.
 -Launch of 2 Radio Stations in the city of Bikaner and Akola.
 -Dainik Bhaskar Announces successful launch of Dainik Bhaskar
 Newspaper from Surat Edition.
 -Dainik Bhaskar launched its Jhunjhunu edition.
 -Dainik Bhaskar launched its Gangapurcity edition.
 
 2018
 -Dainik Bhaskar is also the largest circulated paper in Rajasthan as
 per Audit Bureau of Circulations Jan-to-June 2018.
 -Dainik Bhaskar Group has maintained its leadership as largest
 Newspaper Group of Urban India.
 -Dainik Bhaskar Group won 4 awards at ACEF Brand and Marketing.
 -Dainik Bhaskar Group won 3 Silver and 1 Bronze at the Afaqs Awards.
 
 2019
 -Dainik Bhaskar Group has maintained its leadership as largest
 Newspaper Group of Urban India.
 
 2020
 -Dainik Bhaskar further strengthened its readership base to 67.06
 lakh readers and with a moving average method of readership
 calculation, the relative position is likely to be improved with
 every passing quarters.