D B Corp Ltd
Directors Reports
To
The Members,
D. B. Corp Limited
The Board of Directors of your Company i.e. D. B. Corp Limited
(‘the Company/ dbcorp/ dbcl') has pleasure in presenting to you the 24th
Annual Report together with the Audited Standalone and Consolidated Financial Statements
(‘Audited Financial Statements') for the financial year ended March 31,2020.
1. FINANCIAL PERFORMANCE
The Audited Financial Statements for the financial year 2019-20 have
been prepared in accordance with the Indian Accounting Standards (IndAS) notified under
Section 133 of the Companies Act, 2013 (the ‘Act') read with the Companies
(Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
The financial highlights of the Company's performance are given
below:
financial highlights
| Particulars |
standalone |
Consolidated |
| 2019-20 |
2018-19 |
2019-20 |
2018-19 |
| Revenue from operations |
22,237 |
24,627 |
22,238 |
24,627 |
| Other Income |
124 |
166 |
125 |
166 |
| Total Revenue |
22,361 |
24,793 |
22,363 |
24,793 |
| Operating expenditure |
17,423 |
19,584 |
17,423 |
19,585 |
| EBITDA |
4,938 |
5,209 |
4,940 |
5,209 |
| EBITDA Margin |
22% |
21% |
22% |
21% |
| Finance Cost |
251 |
85 |
251 |
85 |
| Depreciation & Amortisation |
1,207 |
986 |
1,207 |
986 |
| Total Expenditure |
18,881 |
20,655 |
18,881 |
20,656 |
| Profit Before Tax |
3,481 |
4,138 |
3,482 |
4,137 |
| Provision for Tax |
732 |
1,399 |
732 |
1,399 |
| Profit After Tax (PAT) |
2,749 |
2,739 |
2,750 |
2,738 |
| PAT Margin |
12% |
11% |
12% |
11% |
| Dividend as % of face value per share |
100% |
100% |
review of performance, operational highlights and future outlook
India has been the growth leader amongst major economies including
emerging markets and developing economies over the last five years. It surpassed China in
terms of real GDP growth in 2014 and has remained above since. Growth in the Indian
Economy is expected to pick-up thereafter.
India remained the fifth largest economy and shares 17.7% of the total
world population and 2.4% of the world surface area. According to International Monetary
Fund World Economic Outlook (October 2019), India's Nominal GDP is estimated as $
2,936 Billion in 2019, making it the fifth largest economy in the world. India contributed
3.4% of the World's GDP When measured on the basis of Purchasing Power Parity (PPP),
India is estimated to be the third largest economy at PPP $ 11,326 in 2019.
DBCL's performance for the financial year 2019-20 needs to be
viewed in the context of aforesaid economic and market environment forces. DBCL delivered
another year of resilient performance aided by market development strategies,
establishment of long term customer relationships and well planned execution of on-ground
marketing efforts.
Print Business
As per recent IRS 2019 Q4 survey, Dainik Bhaskar Group has become the
Largest Newspaper Group of
India (excluding financial dailies) Source: IRS 2019 Q4 AIR (U + R)
(Main+Variant). The flagship brand ‘Dainik Bhaskar' continues to be the No.1
newspaper of NCCS A and NCCS AB segments of Urban India with a widening lead. Source: IRS
2019 Q4 AIR (Urban) (Main+Variant).
The Dainik Bhaskar Group stands as the torch bearer of readership
growth adding 74.51 Lakh readers (TR) during the last 2 years. This translates into a
growth of 12.66%, majorly in the legacy markets of Madhya Pradesh, Chhattisgarh,
Rajasthan, Haryana, Punjab, Gujarat and in the newer market of Bihar.
This year Dainik Bhaskar became No. 1 newspaper in Rajasthan in every
possible metrics i.e. in terms of Circulation (ABC Jul-Dec 2019) and Readership (IRS 2019
Q4 AIR | TR).
Your Company maintained its focus on editorial strategy which has led
to significant improvement in quality of editorial content, greater readership delight and
growth. To this end relevant changes in our editorial philosophy of being Reader-Centric,
i.e. ‘Kendra Mein Pathak' (Reader Centric) to Knowledge and Ideation approach
which is ‘Har Zaroori Khabar Mein Hoga Aapke Kaam Ka Knowledge' (news carrying
knowledge you can use) has helped us to not only meet our readers' expectations but
to go beyond and has created a deeper connect with the audiences in every geography that
we operate in and the same is validated through recent readership and circulation results
of IRS and ABC.
FY 2019-20 had been a wonder year for the circulation. The year started
with officially establishing Dainik Bhaskar as No. 1 Newspaper in India with the highest
circulation as certified by Audit Bureau of Circulation's (ABC) January-June 2019 as
well as July - December 2019 Report. Along with this Dainik Bhaskar also became No. 2 in
Bihar as per ABC's January-June 2019 Report. Dainik Bhaskar Group continues to strive
harder as it attains new milestones in circulation, underscoring the success of a focused
marketing and circulation strategy. This has helped the Group earn many laurels, but
perhaps the most heartening to note was that Dainik Bhaskar featured amongst the
World's Top 3 Most Circulated Newspaper in 2019 as per WAN IFRA report. The fact that
we were the only Indian news daily to be in the Top 3 is a proud development for the
entire Dainik Bhaskar Group and team.
As part of other significant developments, the following are
noteworthy:
Dainik Bhaskar Group has become No. 1 newspaper group of India
(excluding Financial Dailies); Source: IRS 2019 Q4-AIR (U + R)|
Main+Variant.
Dainik Bhaskar continues to be Urban India's No. 1 Newspaper in
NCCS A & NCCS AB segments and is further increasing its lead; Source: IRS 2019 Q4
(AIR-Urban | Main+Variant).
Dainik Bhaskar continues to hold an unwavering leadership position in
its two key markets i.e. Madhya Pradesh and Rajasthan; Source: IRS 2019 Q4 (AIR-U + R |
Main+Variant).
I n Rajasthan, Dainik Bhaskar becomes the No.1 Newspaper with greater
dominance in Jaipur and Top 5 cities of Rajasthan; Source: IRS 2019 Q4 (AIR-U +R |
Main+Variant).
Divya Bhaskar has increased its lead to 31% in the key market of
Ahmedabad; Source IRS 2019 Q4 (AIR) and has become the No. 1 Newspaper in 4 major cities
and in the top 6 cities of Gujarat (AIR/TR).
In newer market of Bihar, Dainik Bhaskar has steadily increased its
readership and gained market share. Total readership grew by 7% to 67.06 Lakh readers.
Further Dainik Bhaskar has added 17.36 Lakh new readers from Q1 to Q4 (Source IRS 2019 Q4
TR-Urban+ Rural).
Radio Business
94.3 MY FM is one of the largest radio networks of Tier II and Tier III
cities spread across 7 states and 30 cities and continues to be the largest player in the
radio industry.
94.3 MY FM is maintaining leadership position at each of the 30
markets. MY FM is a force to reckon with on- air, on-ground and on-digital today. To
enhance listener experience, the Company has launched some never- heard-before concepts on
Radio. We are committed to provide enhanced listener experience through our deeply
entrenched customer-centric approach. With our brand philosophy of Aaj Kuch Achcha Sunte
Hain' MY FM has been at the forefront championing its vision to inform, entertain and
enlighten the communities we are part of, with a participative approach of progressive and
positive inputs.
The Radio Business performed well in FY 2019-20. Total income of this
division was Rs. 1,390 million during the year. EBITDA of the Radio business stood at Rs.
431 million and EBITDA margin was 31%.
Digital Business
DB Digital intensified its focus to further strengthen loyal user base
and potential monetisation of the platform. Focusing on this will enable a long term
growth and monetisation strategy by creating an extremely loyal user base, offer them a
unique, innovative news experience and reduce dependence on third party platforms by
forming a direct connect relationship with its users. It is one of the fastest growing
Hindi and Gujarati news Apps in the last 12 months.
DB Digital intensified its focus to strengthen its loyal user-base by
revamping its direct properties including its Android and iOS Apps and Websites.
Performance highlights of the Company during the financial year under
consideration are as follows:
Standalone revenue from operations and other income was Rs. 22,361
million as compared to Rs. 24,793 million in the previous year.
Standalone advertising revenue stands at Rs. 15,640 million which
includes revenue from print, radio and digital media business.
Circulation revenue stands at Rs. 5,122 million from Rs. 5,237 million.
Circulation revenue has witnessed CAGR growth of around 9.23% for the past 10 years driven
by increase in copies and rate growth.
On a consolidated financial basis, the Company's total revenues
during FY 2019-20 stands at Rs. 22,363 million compared to Rs. 24,793 million for FY
2018-19.
Profit after tax stands at Rs. 2,750 million compared to Rs. 2,738
million for FY 2018-19.
EBITDA margin of matured business stands at 26.20%.
2. MATERIAL CHANGES AND COMMITMENTS, IF ANY BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE oF THE REPoRT
The spread of COVID-19 has impacted businesses around the globe. In
many countries, including India, there has been disruption in regular business operations
due to lock-downs, disruptions in transportation, supply chain, travel bans, quarantines,
social distancing and other emergency measures.
The Company's specified services e.g. newspaper distribution and
radio broadcasting services have been considered as essential services by the government
of India. The Company has obtained all necessary approvals and permits to operate and
mobilize the vehicles, staff, contractors etc. Uncertainty caused by the current situation
has caused the short-term slowdown in the business operations, however the Company is
experiencing pick-up of operations post partial lifting of lock down in many of our
markets and expect complete normalcy after complete lifting of lock down.
The Company has made detailed assessment of its liquidity position and
of its Balance Sheet assets comprising Property, Plant and Equipment, Intangible Assets,
Right-of-use Assets, Trade Receivables, Inventory, Investments Properties, Investments and
other current and non-current assets and liabilities at the balance sheet date, and has
concluded that there are no material adjustments required in the standalone financial
statements.
Management believes that it has taken into account all possible impact
of known events till the date of approval of its financial statements arising from
COVID-19 pandemic in the preparation of the standalone financial statements. The Company
will continue to monitor any material changes to future economic conditions.
3. corporate social responsibility (CsR)
As a representative of Dainik Bhaskar group, your Company takes CSR
very seriously and wants to make it a mass movement. With this purpose in mind, your
Company has tweaked its strategy on CSR and now, mostly, adheres to advocacy model. The
idea is to concentrate efforts on utilising extensive reach to put across the CSR messages
to as many people as possible by way of advertisements and write-ups.
Company's CSR initiatives are meant to inform, educate and engage
the readers to care for nature, environment and deprived sections. While such initiatives
may not show immediate results but in the long run have great potential to sensitise
people and make them more humane.
Highlights of the Company's overall CSR initiatives during FY
2019-20 were as follows:
Dene Ka sukh: Dainik Bhaskar Group has been celebrating ‘Joy of
Giving' week from October 2 to October 8 since the year 2013. Every year, Dainik
Bhaskar Group has come with a different theme under this campaign, which aims at bringing
a fundamental change in society's outlook towards the thought of giving or donating.
This year Dainik Bhaskar Group urged people to ensure that this week,
nobody sleeps hungry and to achieve this feat, Dainik Bhaskar Group asked people to carry
2 extra roti / chapatis from their homes and give it to any needy person while commuting.
vastra Daan: To help the poor and needy during the chilly winters,
Dainik Bhaskar Group came up with the ‘Vastra Daan' initiative. Dainik Bhaskar
Group encouraged its employees and readers to donate clothes and blankets for the
needy; especially the old aged people and children. Collection Boxes
were kept at Dainik Bhaskar offices and later stuff was distributed to needy ones.
Teentalklndia.com: The Dainik Bhaskar Group's initiative
‘Teentalkindia.com' is an emotional wellbeing platform for teenagers and young
adults in India. With 17 Crore of the Indian population in the age group of 13 to 29
years, India has one of the largest youngest populations in the world. Today's
teenagers and young adults deal with a great deal of pressures such as parental
expectations, academic pressures and societal pressures and ultimately these pressures may
lead to depression or anxiety, suicide or self-harm. This is compounded by the fact that
there are limited support services available for emotional wellbeing in India. Bollywood
celebrities like Alia Bhatt, John Abraham, etc. have supported Teentalkindia by
encouraging youth to use it for various teen related issues.
Teentalkindia has impacted 5 Lakh users and helped 15 Thousand young
adults through chats and emails to overcome their issues including overcoming suicidal
tendencies.
Abir-Gulal Holi: This campaign promotes dry celebration of Holi thereby
motivating citizens to refrain from playing Holi with water and channel their festive
spirit in an eco-friendly manner.
Mitti Ke ganesh: Dainik Bhaskar Group
encouraged people to bring clay made Ganesh idols at home during Ganesh
Chaturthi and immerse these idols at their home itself, using a bucket or artificial pond.
People were also encouraged to use the remnants (soil) after immersion, to plant a
sapling.
Ek Ped Ek Zindagi: Dainik Bhaskar Group has been running ‘Ek Ped
Ek Zindagi' campaign since last 7 years. This time the idea was to create a sense of
urgency among people and urge them to take action right now before it's too late.
At group level, Dainik Bhaskar Group encourages various groups like
schools, colleges, societies, offices, police stations, etc. to plant trees at their
premises. Dainik Bhaskar Group also involved its trade partners in this campaign by
sending them a trade mailer which included an eco-friendly Rakhi which had a seed and same
could be used later to sow it as a plant. Campaign resulted into a huge success with
13,97,478 trees plantation being done across 7 states. save Birds: During the months of
scorching summer season, thousands of birds die due to lack of drinking water and grains
to eat. ‘Save the Birds' initiative is a campaign to help these birds in
distress. Dainik Bhaskar Group encouraged its readers to place Sakoras (earthen birdbaths)
filled with water and grains on roof or window to help these birds survive.
A brief outline of the CSR policy of the Company and initiatives
undertaken by the Company on CSR activities during the year are given in ‘Annexure
A' to this Report. For other details including the CSR Committee, please refer to the
Corporate Governance Report which is a part of this report. The CSR policy is available on
the website of the Company at https://dbcorpltd.com/corporategovernance.php.
During FY 2019-20, the Company incurred an expenditure of Rs. 165.06
million on CSR activities as against the required spend of Rs. 96.84 million. Out of total
spend during the year, Rs. 68.22 million pertains to unspent portion of mandatory CSR
spend of earlier financial years.
4. awards and accolades
Winning awards is the result of strategic efforts to build a
Company's image as an industry leader and a great opportunity to showcase the
excellence standards. Your Company has bagged bronze for its Bihar campaign at the
prestigious ET Shark Awards which recognises and rewards excellence in marketing. The
Group recognised at INMA Global Awards for its Smart Soch Campaign, Junior Editor
Activity, Best idea to grow advertising sales or retain advertising clients activities. In
addition, the Company won 3 awards at ACEF Global Customer Engagement Award, 3 awards at
Publishers Abby 2019 and 1 award at Media innovation awards during FY 2019-20 under
various segments of its business for its Brand & Marketing Campaigns, CSR Initiatives,
Event Activation, Effectiveness in Publication & Media and Print Innovations,
Corporate Collaterals, Best Use of CSR practices in Media & Entertainment, Public
Awareness Programme, etc.
5. DIVIDEND
During the financial year under consideration, on November 4, 2019, the
Company has paid an Interim Dividend @ 65% (i.e. Rs. 6.50 per equity share of Rs. 10/-
each) which was declared by the Board at its meeting held on October 16, 2019.
Further on February 11, 2020, the Company paid Second Interim Dividend
@ 35% (i.e. Rs. 3.50 per equity share of Rs. 10 /- each) which was declared by the Board
at its meeting held on January 23, 2020.
The total outlay of dividend paid for FY 2019-20 is Rs. 174.95 Crore as
against Rs. 174.90 Crore for the previous financial year.
The Board of Directors has not proposed and recommended any Final
Dividend for FY 2019-20 for the approval of the shareholders.
Pursuant to Section 125 of the Companies Act, 2013 (the
‘Act') and the rules made thereunder, the unclaimed dividend of Rs. 52,773/- and
Rs. 66,816/- pertaining to the financial year 2011-12 and 2012-13 have been transferred to
the Investor Education and Protection Fund on their respective due dates.
6. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy duly framed and approved by the Board
of Directors pursuant to Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations') is given in ‘Annexure B' to this Report and is also available
on the website of the Company at https://dbcorpltd.com/corporategovernance.php.
The dividend declared and paid during FY 2019-20 was in compliance with
Dividend Distribution Policy of the Company.
7. TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve during FY
2019-20.
8. CHANGES IN THE NATURE OF THE BuSINESS
There were no changes in the nature of Business of the Company during
FY 2019-20.
9. board of directors and key
MANAGERIAL PERSONNEL
A. Composition of the Board of Directors
During the financial year under consideration, no new directors were
appointed neither there were any separations and hence there were no variations in the
composition of the Board of Directors of the Company.
B. Director to retire by rotation
Pursuant to Section 152 of the Act and the Articles of Association of
the Company, Mr. Pawan Agarwal (DIN: 00465092), Dy. Managing Director retires by rotation
at the ensuing AGM and being eligible offers himself for re-appointment. He has confirmed
that he is not disqualified from being appointed as a Director in terms of Section 164 of
the Act.
A brief profile describing the skills / expertise and other
qualifications of Mr. Pawan Agarwal has been provided in the Explanatory Statement annexed
to the Notice 24th Annual General Meeting which may be taken as forming a part
of this Report. The Board recommends and seeks your approval for his re-appointment.
C. Independent Directors
The Company has received declarations from the Independent Directors
that they meet with the criteria of independence as laid down under Section 149(6) of the
Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
Further, pursuant to Regulation 25(8) of the SEBI Listing Regulations,
all the Independent Directors have also confirmed that they are not aware of any
circumstance or situation which exist or may be reasonably anticipated that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence.
Also, all the Independent Directors have confirmed that during the
financial year under consideration, they complied with Schedule IV of the Act and
Company's Code of Conduct.
The Board of Directors has made an internal assessment of the aforesaid
declarations and confirmations and in the opinion of the Board, there has been no change
in the circumstances affecting their status as the Independent Directors of the Company.
The Independent Directors of the Company have taken reasonable and
prudent steps to get themselves registered on the portal of Indian Institute of Corporate
Affairs, Manesar (‘IICA') pursuant to Section 150 of the Act read with Rule 6 of
the Companies (Appointment & Qualification of Directors) Rules, 2014.
The Company already has in place a well-planned and structured
familiarisation programme for the Independent Directors to enable them to be aware of the
various trends and pursuits in the Media and Entertainment (M & E) industry. The
details of the familiarisation programme can be found on the website of the Company at
https://dbcorpltd.com/corporategovernance.php
D. Pecuniary relationships or transactions of Non-executive Directors
with the Company
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.
E. Key Managerial Personnel
Pursuant to Section 203 of the Act, the Key Managerial Personnel (KMP)
of the Company as on March 31,2020 are as under:
| Mr. Sudhir Agarwal - |
Managing Director |
| Mr. Pawan Agarwal - |
Deputy Managing Director |
| Mr. P G. Mishra - |
Group Chief Financial Officer |
| Ms. Anita Gokhale - |
Company Secretary and Compliance Officer |
F. Annual Evaluation of the Board, Committees and Individual Directors
The Company has set up an efficient mechanism for annual evaluation of
the Board as a whole, its Committees and Individual Directors pursuant to the provisions
of the Act and the SEBI Listing Regulations & the Policy on Performance Evaluation of
the Board.
Accordingly, the Board has carried out an annual evaluation of the
Board as a whole, its Committees and Individual Directors. The performance evaluation of
the Board and NonIndependent Directors was carried out by the Independent Directors in
their separate meeting. The Performance evaluation of Independent Directors was done by
the entire Board, excluding the independent director being evaluated.
The efficient mechanism of annual evaluation includes questionnaire on
various aspects such as:
performance matrix in terms of knowledge of the industry, ethics and
values, skill set, leadership, expertise w.r.t. the Directors; and dynamics, processes,
contribution towards development of the strategy, risk management, budgetary controls,
receipt of regular inputs and flow of information, functioning, performance, structure and
composition w.r.t. the Board and Committees.
G. Policy on Nomination and Remuneration of Directors, KMPs and other
employees
The Nomination and Remuneration Committee of the Board of Directors of
the Company leads the process for Board appointments in accordance with the requirements
of the Act, the SEBI Listing Regulations and other applicable regulations and guidelines.
As per the policy on Nomination and Remuneration of Directors, KMPs and Other employees
laid down by the said Committee, all the Board appointments are considered based on
meritocracy. The potential candidates for appointment to the Board are inter alia
evaluated on the basis of highest level of personal and professional ethics, standing,
integrity, values and character; appreciation of the Company's vision, mission,
values and, prominence in business, institutions or professions and, professional skill,
knowledge and expertise and, financial literacy and such other competencies and skills as
may be considered necessary. In addition to the above, the candidature of an Independent
Director is also evaluated in terms of the criteria for determining independence as
stipulated under the Act, the SEBI Listing Regulations and other applicable regulations
and guidelines.
The salient features of the Company's policy on Nomination and
Remuneration of Directors, KMPs and Other employees along with details of amendments made
therein by the Board of Directors are given in the Corporate Governance Report which may
be taken as forming a part of this Report. The said policy is also available on the
website of the Company at https://dbcorpltd.com/corporategovernance.php.
10. board meetings
Four meetings of the Board were held during the financial year under
consideration. The details of meetings of the Board are given in the Corporate Governance
Report which may be taken as forming a part of this Report.
11. committees of the board
A. Audit Committee
Pursuant to Section 177 of the Act and Regulation 18 of the SEBI
Listing Regulations, the Board of Directors has duly constituted an Audit Committee.
The Composition, quorum, powers and scope of the Audit Committee are in
accordance with the applicable statutory provisions.
The details w.r.t. the composition, meetings held during the year,
presence of the members of the Committee thereat and its areas of operations, scope and
terms of reference of the Committee are disclosed in the Corporate Governance Report which
may be taken as forming a part of this Report.
vigil Mechanism
Integrity and ethics have been the bedrock of the Company's
Corporate operations. The Company is committed to conducting its business in accordance
with the highest standards of professionalism, honesty and ethical behaviour. It has the
best systems in place to nurture as honest and ethical working culture as possible.
Your Company is among the first few companies in India to take active
steps towards establishing a ‘Whistle-blowing Mechanism'. This initiative was
taken to encourage employees to report irregularities in operations, besides complying
with the statutory requirements under the Act and the SEBI Listing Regulations. In order
to maintain highest level of confidentiality, the Company has outsourced the complaint
receipt and coordination with the whistle blower to an independent agency. All the
employees can avail this mechanism on a daily basis through a dedicated toll-free hotline,
website, email or post. These reporting channels can be accessed in Hindi, English,
Marathi and Gujarati. The whistle blower will be provided with a reference number by the
agency, for providing additional information and updates on the status of the complaint.
An Internal Ethics Committee has been established to operate this
policy under the supervision of the Audit Committee. An ombudsperson, along with the
Ethics Committee decides the future course of action. Complaints are categorised and
prioritised, based on their nature and actions are commensurate. If the whistle blower is
not satisfied with the actions taken, the mechanism also has an Escalation Protocol in
place. Through this process, the mechanism considers and extends complete protection to
the whistle blower.
B. Nomination and Remuneration Committee
Pursuant to Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations, the Board of Directors has duly constituted Nomination and
Remuneration Committee.
The Composition, quorum, powers and scope of the Nomination and
Remuneration Committee are in accordance with the applicable statutory provisions.
The details w.r.t. the composition, meetings held during the year,
presence of the members of the Committee thereat and its areas of operations, scope and
terms of reference of the Committee are disclosed in the Corporate Governance Report which
may be taken as forming a part of this Report.
The salient features of the Company's policy on Nomination and
Remuneration of Directors, KMPs and Other employees along with details of amendments made
therein by the
Board of Directors are given in the Corporate Governance Report which
may be taken as forming a part of this Report. The said policy is also available on the
website of the Company at https://dbcorpltd.com/corporategovernance.php.
C. Risk Management Committee
The Board of Directors has constituted the Risk Management Committee
pursuant to Regulation 21 of the SEBI Listing Regulations.
The Composition, quorum, powers and scope of the Risk Management
Committee are in accordance with the applicable statutory provisions.
The details w.r.t. the composition, meetings held during the year,
presence of the members of the Committee thereat and its areas of operations, scope and
terms of reference of the Committee are disclosed in the Corporate Governance Report which
may be taken as forming a part of this Report.
Risk Management Policy
Your Company has adopted the Risk Management Policy and is very keen on
identifying, evaluating and managing significant risks faced by the Company and it
prioritises relevant action plans in order to mitigate such risks. This is primarily the
responsibility of the Risk Management Committee carried out through discussing the
management submissions on risks, evaluating key risks and approving action plans to
mitigate such risks. Risk management framework is reviewed periodically by the Risk
Management Committee.
The development and implementation of Risk Management Policy has been
covered in the Corporate Governance Report which may be taken as forming a part of this
Report.
D. Corporate social responsibility Committee
The Board of Directors has duly constituted a Corporate Social
Responsibility (CSR) Committee, with its composition, quorum, powers, role and scope in
accordance with Section 135 of the Act. Details regarding the composition of the CSR
committee along with the dates of meeting and the terms of reference of the committee are
disclosed in the Corporate Governance Report which may be taken as forming a part of this
Report.
Corporate social responsibility Policy
The CSR Committee has framed and recommended to the Board a Corporate
Social Responsibility Policy indicating the scope of areas for carrying out the
Company's Corporate Social Responsibility. There has been no material change in the
said policy during the FY 2019-20.
12. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form MGT-9 as required under Section
92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules,
2014 forms part of this Report and is given as ‘Annexure C' to this Report. The
same is also available on the website of the Company at
https://dbcorpltd.com/annual-reports.php.
13. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
Internal Controls
The company has built up a strong and efficient internal controls
mechanism, commensurate with the size of its operations. It has laid down standard
operating guidelines and processes which ensure smooth functioning of activities and zero
ambiguity in the minds of people who actually execute the operations. The policies,
processes, guidelines and checklists relevant to the standard operating procedures are
available to all on the company's intranet.
Financial Controls
The Finance Heads at Corporate, State and Unit levels are accountable
for financial controls. They are fully responsible for accuracy of books of accounts,
preparation of financial statements and reporting in line with the Company's
accounting policies. Your Company has deployed a vigorous Internal Controls and Audit
mechanism to facilitate an accurate and fair presentation of its financial results. This
process not just ensures adherence to regulatory standards and meets statutory compliance
requirements but also confirms that the Company's reporting is complete, reliable and
understandable. In addition, there is a specific impetus on safeguarding investor
interests with deployment of the highest levels of governance and regular communication
with them.
Over the years, the Company has undertaken specific efforts to build up
its Processes and deploy Standard Operating Guidelines across all operational areas.
During FY 2019-20, the Company appointed Independent Chartered
Accountancy firms to assist in re-evaluating and testing its Internal Financial Controls
(IFCs) which encompassed review, reclassification and rationalisation of controls.
internal Audit
To support its Internal Audit structure, your Company has engaged
experienced Chartered Accountancy firms across all locations. A system of monthly Internal
Audit reporting, reviewing and monitoring together with Surprise Audits is set and is
diligently carried out to ensure effective adherence to establish processes, internal
controls and internal audit mechanisms on a real-time basis.
14. particulars of loans, guarantees
AND Investments
Particulars of loans, guarantees given and investments made under
Section 186 of the Act including loans given to the subsidiary have been given separately
in the financial statements of the Company under Note 33 of Standalone Financial
Statements which may be read in tandem with this Report.
15. particulars of contracts or arrangements with related parties
All related party transactions entered into during FY 2019-20 were at
arm's length basis. Also, there have been no materially significant related party
transactions that were entered into by the Company with its related parties. Hence the
Company is not required to attach the prescribed Form AOC-2 to the financial statements of
the Company.
16. directors' responsibility statement
Pursuant to the requirements under Section 134(3) (c) of the Act 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, 2020, the applicable accounting standards have 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 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 as at March 31, 2020
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, 2020, 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.
17. SUBSIDIARIES
As on March 31, 2020, your Company has two subsidiaries viz. DB
Infomedia Private Limited and I Media Corp Limited.
There are no associate companies or joint venture companies within the
meaning of Section 2(6) of the Act. There has been no material change in the nature of the
business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of the financial statements of the Company's
subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone financial statements, consolidated financial statements and separate audited
financial statements in respect of subsidiaries are all available on the website of the
Company at https://dbcorpltd.com/annual-reports.php.
Performance / Business highlights of subsidiaries
The performance / business highlights of the subsidiaries of your
Company during FY 2019-20 are as follows:
a. DB infomedia Private Limited (DBiPL)
DBIPL is in the business of Events. It has recorded EBITDA of Rs. 0.88
million in the current financial year as compared to EBITDA Loss of Rs. 0.80 million
during the previous financial year 2018-19.
b. i Media Corp Limited (iMCL)
IMCL, which is housing the event business of the Company, recorded an
EBITDA of Rs. 0.95 million for the financial year under consideration. This subsidiary
functions in co-ordination with radio division.
18. management discussion and analysis REPoRT
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing
Regulations, every Listed Company is required to prepare the Management Discussion and
Analysis Report as a part of Director's Report or to be given separately in the
Annual Report.
Accordingly, the Management Discussion and Analysis Report is given
separately in this Annual Report which may be taken as forming a part of this Report.
19. report on corporate governance
A report on Corporate Governance as stipulated under Regulation 34 read
with Schedule V of the SEBI Listing
Regulations is given separately in this Annual Report which may be
taken as forming a part of this Report.
A Certificate, as prescribed, from the Auditors of the Company,
confirming compliance with the provisions of Corporate Governance is attached to the said
Report.
20. business responsibility report
A report on Business Responsibility as stipulated under Regulation 34
of the SEBI Listing Regulations is given separately in this Annual Report which may be
taken as forming a part of this Report.
21. employees' stock option schemes
The Company believes that employee's engagement in the work is
core-important for the growth of the Company as a whole. Hence it is evident to make the
employees a part of the success of the Company through rewards, bonus and equitable
compensation.
Employee Stock Options are one of the best rewards that a Company can
offer to its employees to motivate, encourage and retain in a precise manner. Considering
the value addition to the growth of the Company by employees through their past
performance, the Company formulated and administered DBCL ESOS - 2008 Scheme and DBCL ESOS
- 2010 Scheme in the past which have concluded by passage of time. Presently the DBCL ESOS
- 2011 Scheme has been in vogue under which options are granted in various tranches to
reward the employees and motivate them for future growth and profitability.
The Compensation Committee of the Board of Directors had been
constituted in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014
(‘SEBI SBEB Regulations') in the past, to inter alia administer and monitor the
Employee Stock Option Schemes. There have been no material changes to DBCL ESOS - 2011
Scheme during the financial year under consideration.
During the financial year 2019-20, the Committee has granted 2,13,981
stock options to 14 employees put together, under the DBCL-ESOS 2011 Scheme under Tranche
7 and Tranche 8.
The disclosure in terms of Regulation 14 of the SEBI SBEB Regulations
is given as ‘Annexure D' to this Report.
A Certificate from the Statutory Auditors viz. M/s. Gupta Mittal &
Co. (Firm Registration No. 009973C) certifying that the said Employee Stock Option Scheme
has been implemented in accordance with the SEBI SBEB Regulations and the resolution
passed by the members has been obtained by the Company. The said certificate
will be open for inspection at the Annual General Meeting of the
Company and it is given as ‘Annexure E' to this Report.
22. AUDITORS AND AUDITOR'S REPORT
A. Statutory Auditors
M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.
012754N/ N500016)
and M/s. Gupta Mittal & Co. (Firm Registration No. 009973C) were
appointed as the Joint Statutory Auditors of the Company for a period of 5 (Five)
consecutive years till the conclusion of 26th Annual General Meeting of the
Company.
The Statutory Auditors have confirmed that their appointment is within
the prescribed limits under Section 139 of the Act and that they are not disqualified for
holding such position of auditorship within the meaning of Section 139 of the Act.
Auditors' Report
The Auditors' Report on the financial statements of the Company
for the financial year 2019-20 does not contain any qualifications, reservations, or
adverse remarks.
B. Secretarial Auditor
I n terms of Section 204 of the Act 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. secretarial Auditors' report
The Secretarial Audit Report given by the Secretarial Auditor viz.
Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai is given as
‘Annexure F' to this Report.
The Secretarial Auditors have observed that there were instances of
contra trade and instances of trading during window closure period by designated persons
under Insider Trading Regulations during the financial year 2019-20 for which the Company
has taken appropriate actions under the Company's Insider Trading Code.
C. Cost Auditor
I n terms of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, as amended, the cost accounting records maintained by the
Company in respect of its radio business are required to be audited by
a Cost Auditor. The Board of Directors had, on the recommendation of
the Audit Committee, appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm
Registration No. 000024) to audit the cost accounting records of the Company for the
financial year 2019-20 at a remuneration of Rs. 25,000/- p.a. plus applicable taxes and
out-ofpocket expenses at actuals subject to ratification of the remuneration by the
members of the Company at the forthcoming AGM.
M/s. K. G. Goyal & Associates, Cost Accountants are re-appointed by
the Company as Cost Auditors for the FY 2020-21 at the same remuneration. As required
under the Act, the remuneration payable to the cost auditor is required to be placed
before the members in a general meeting for ratification. Accordingly, a resolution
seeking members' ratification for the remuneration payable to M/s. K. G. Goyal &
Associates for FY 2020-21 is included in the Notice convening the forthcoming AGM.
23. PUBLIC DEPOSITS
During the financial year under review, your Company has not accepted
or invited any deposits from the public within the meaning of Chapter V of the Act and
applicable rules made thereunder and as such no amount on account of principal or interest
on deposits from public was outstanding as on the date of the Balance Sheet.
24. DISCLOAURE IN RESPECT OF SHARES, VOTING RIGHTS, ETC.
Your Directors state that no disclosure is required in respect of the
following matters as there were no transactions in relation thereto, during the financial
year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of sweat equity shares.
3. Non-exercise of voting rights directly by the employees in respect
of shares purchased under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014.
25. PARTICULARS OF REMUNERATION TO EMPLOYEES
A statement containing names of top ten employees of the Company in
terms of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 w.r.t. the remuneration
drawn and the particulars of employees is given as ‘Annexure G' to this Report.
26. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
AND FOREIGN ExCHANGE EARNINGs AND OuTGO
Details as required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies Accounts Rules, 2014 are as under:
A. Conservation of energy
(I) steps taken or impact on conservation of energy
(1) Conducted Energy Audit at 11 locations for optimization of energy.
(2) Post implementation of energy audit recommendations at 11 DB print
locations and implementation of various energy saving measures, the Company has achieved
energy savings of 15,14,407 KWH in the financial year 2019-20 culminating into a saving of
Rs. 117.18 Lakh. In all, there has been a saving of 5.3% energy over the previous year.
(II) steps taken by the Company for utilising alternate sources of
energy
(1) Investment of Rs. 89 Lakh was done at Ahmedabad for installation of
Solar PV plant in FY 19-20.
(2) I nstallation of solar PV plant at Jaipur press and office was
completed in March 2019 and is operational since then. Total capacity of 467 kWp solar PV
is installed there.
(3) At Ahmedabad press, solar PV plant of capacity of 250.8 kWp was
installed in October 2019 and is operational since then.
(4) Total solar generation at Jaipur was 3,92,890 kWh (units) and at
Ahmedabad was 1,43,161 kWh (units) during FY 19-20.
(5) Savings of Rs. 51,59,002/- at Jaipur and Rs. 10,37,202/- at
Ahmedabad (Total Rs. 61,96,204/-) was achieved by Solar energy generation at both these
locations.
(III) Capital investment on energy conservation equipments
A sum of Rs. 27.71 Lakh was invested in Energy Audits at 11 print
locations. The recommendations of the Audit were implemented within regular opex to
achieve the results.
B. Technology Absorption
Efforts made towards technology absorption and Benefits derived like
product improvement, cost reduction, product development or import substitution
• In the Ad Sales vertical, the ‘Ad Agency Self Service
Portal' has been launched for all Ad Agencies to do all the activities without help
of company team. 1500 Agencies are activated on this portal who are getting benefits of
technology.
• In the Circulation business, ‘Samriddhi' Mobile App
has been launched partially for all Circulation Agents for self service for their day to
day transactions.
• In our Production processes, BAR Code has been introduced which
has made the processes of Newsprint logistics faster.
I n case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year)
Nil / Not Applicable
Expenditure on R & D
Nil
C. Foreign Exchange Earnings and Outgo
Your Company earned Foreign Exchange of Rs. 60.69 million (Previous
Year Rs. 283.29 million). The financial expenses in foreign exchange during the year was
Rs. 13.68 million (Previous Year Rs. 15.34 million) and on account of advertisement,
travelling, maintenance and other expenses was Rs. 45.89 million (Previous Year Rs. 31.76
million).
27. INVESTOR EDUCATION AND PROTECTION FuND (IEPF)
Pursuant to the applicable provisions of the Act read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the rules') as
amended upto date, all the unpaid or unclaimed dividends are required to be transferred by
the Company to the IEPF established by the Central Government, after completion of seven
years.
Further, according to the said Rules, the shares in respect of which
dividend has not been paid or claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account of the IEPF Authority.
Accordingly, the Company has transferred such unpaid or unclaimed
dividends and the shares to IEPF Authority. The Company will continue to transfer such
unpaid or unclaimed dividend and corresponding shares to IEPF Authority as mandated in
future the details of which will be provided on the website of the Company at
https://dbcorpltd.com/share-information.php.
Members are requested to note that even after the transfer to IEPF as
abovesaid, the unclaimed dividend amount and the shares transferred to IEPF Suspense
Account, both, can be claimed by making an online application in Form IEPF-5 and sending
the physical copy of the same duly signed (as per specimen signature registered with the
Company/RTA) along with requisite documents enumerated in the said Form IEPF-5 to the
Company at its registered office or to the RTA.
The IEPF Rules and the application form (Form IEPF- 5), as prescribed
by the Ministry of Corporate Affairs are available on the website of the Ministry of
Corporate Affairs at www.iepf.gov.in.
28. DISCLOSURE ON COMPLIANCE WITH
SECRETARIAL STANDARDS
During FY 2019-20, the Company has complied with all the applicable
Secretarial Standards notified by the Institute of Company Secretaries of India.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGuLAToRS
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact on the ‘going concern status' of the
Company and its future operations.
30. policy regarding prevention of sexual HARRASSMENT AT woRK PLACE
The Company has constituted an Internal Complaints Committee (ICC)
which looks into complaints of sexual harassment. The victim or a person on victim's
behalf may lodge a formal complaint through a dedicated toll- free Hotline, Website, Email
or Post.
During the financial year under consideration, 2 complaints were heard
by the ICC and closed.
31. human resources and industrial RELATIoNS
With an intention to empower employees to be selfsufficient for their
basic needs and bringing the routine transactions on the self-service mode, HR process
automation was initiated during FY 2019-20. A new age HRMS solution with various employee
friendly features was launched with mobile first philosophy.
This helped in bringing most of the employee transactions online and
reduced dependency on people. The application has features such as marking attendance,
applying leave and approving on the fly, wishes, call directory, survey, announcements,
salary related information, KRAs, among others. In future, this will also have
recruitment, on-boarding, learning and the travel module making it a single integrated
platform from an employee experience standpoint.
To further the organisation's philosophy of promoting home grown
talent, the individual development plans for high potential employees were developed and
implemented. The sustained effort on this count has resulted in a large number of mid and
senior level positions being filled by the home grown talent.
Managing people costs has been one of the strategic priorities for the
organisation. A critical look at the structure helped in removing the redundancies to make
the organization agile and at the same time reducing the unwanted costs. The philosophy of
promoting home grown talent and hiring mostly at the entry level has also helped.
Late Chairman Shri Ramesh Chandra Agarwal, has always been the source
of inspiration for the Bhaskarites. The organisation has decided to celebrate his birth
anniversary (30th November) as ‘Prerna Diwas' every year. On this day
various activities like blood donation camp (where more than 12000 units were donated),
drawing competition for children, ‘Anna Daan' and ‘Vastra Daan' were
organised and ‘Prerna Puraskar' were given to the people who demonstrated the
values Simplicity, Humility, People connect and Business Growth.
Employee care has been one of the top priorities for the organisation
and one of the important initiatives this year was initiation of the Group Term life
insurance policy which was launched in August 2019.
acknowledgements
Your Directors take this opportunity to express their thankfulness and
profound gratitude to the Shareholders, Banks, Financial Institutions, Clients, Vendors,
Central / State Governments and other governing authorities; for their support, continued
backing, co-operation and guidance.
For and on behalf of the Board of Directors of D. B. Corp Limited
| Sudhir Agarwal |
Pawan Agarwal |
| Managing Director |
Dy. Managing Director |
| DIN:00051407 |
DIN:00465092 |
| Place: Bhopal |
|
| Date: August 13, 2020 |
|
| Encl.: Annexure A to G |
|
  Â