D B Corp Ltd
Directors Reports
To
The Members,
The Board of Directors of your Company i.e. D. B. Corp Limited (the
‘Company' / ‘DBCL') takes great pleasure in presenting to you the 27th
Annual Report along with the Audited Standalone and Consolidated Financial Statements
(‘Audited Financial Statements') for the Financial Year ended March 31, 2023.
While other major economies around the world faced a tough year, the
Indian Economy, especially the non-metro centres, showed great resilience in FY 2022-23.
GST Collections in Tier-II and beyond cities have increased by ~15-25% underscoring the
strong potential of these markets. Advertisers continue to repose their trust in Print
Media, especially in these markets, with new age advertisers also seeing tremendous value
in using hyperlocal ad campaigns.
Our readers are the central focus of all our teams and we continue to
innovate our content and improve our omni-channel platform for delivering truthful, crisp
and pertinent content to our loyal reader base. With our strong financial position, we are
well-placed to continue the growth trajectory and deliver robust returns to all our
stakeholders.
FINANCIAL PERFORMANCE
The Audited Financial Statements for the Financial Year 2022-23 have
been prepared in accordance with the Indian Accounting Standards (Ind AS) 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 performance of the Company for the year ended March 31,
2023 on a Standalone and Consolidated basis is summarised below:
(` in million)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
21,277.14 |
17,685.42 |
21,292.17 |
17,685.42 |
| Other Income |
389.69 |
198.37 |
390.29 |
199.98 |
| Total Revenue |
21,666.83 |
17,883.79 |
21,682.46 |
17,885.40 |
| Operating Expenditure |
18,065.70 |
14,657.25 |
18,070.97 |
14,657.38 |
| EBITDA |
3,601.13 |
3,226.54 |
3,611.49 |
3,228.02 |
| EBITDA Margin |
17% |
18% |
17% |
18% |
| Finance Cost |
212.72 |
181.84 |
212.75 |
181.85 |
| Depreciation and Amortisation |
1,120.11 |
1,099.55 |
1,120.20 |
1,099.64 |
| Total Expenditure |
19,398.53 |
15,938.64 |
19,403.92 |
15,938.87 |
| Profit Before Tax |
2,268.30 |
1,945.15 |
2,278.54 |
1,946.53 |
| Provision for Tax |
587.55 |
520.74 |
587.69 |
520.94 |
| Profit After Tax (PAT) |
1,680.75 |
1,424.41 |
1,690.85 |
1,425.59 |
| PAT Margin |
8% |
8% |
8% |
8% |
| Dividend as % of face value per share |
60% |
50% |
60% |
50% |
REVIEW OF PERFORMANCE, OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK
As per FICCI E&Y Media & Entertainment (‘M&E')
Sector Report released in April 2023, Year 2022 has been a great year for the M&E
Sector with 20% growth over previous year. Print Media revenues grew by 10% overall, with
advertising revenues growing at 13%. Overall ad insertion volumes increased 16% over Year
2021. However, advertising revenues were still 17% below the pre-covid levels.
Advertising in English publications recovered to 71% of pre-covid
levels while advertising in Hindi and regional language publications recovered to around
90%. (Source: FICCI E&Y Media & Entertainment Sector Report, April 2023)
For your Company, the ad revenue grew by whopping 27% year on year. As
compared to the print industry advertising growth of 13%, the higher (more than double)
growth of Company's ad revenue is the reflection of relentless working of the most
energetic team and buoyant market trend in Tier-II and Tier-III cities. While the Hindi
and regional language publications recovered to around 90% of their pre-covid levels, the
Company reached 97% of its pre-covid ad revenue. The 27% growth was despite the fact of
muted advertisement by automobile sector which remained at just 51% of its pre-covid
level. For the Company, it was 13% of its total advertisement revenue in FY 2019-20, which
in the current year was at only 7% of the total. The retail advertising grew by 29%
whereas the corporate advertising grew at 21%, lower mainly on account of muted
advertisement by automobile sector.
Growth in retail was mainly driven by categories like Education (63%),
Real Estate (34%), Healthcare (15%), Lifestyle (44%) and Jewellery (67%). In corporate,
Electronics and Electricals (53%), Education (13%), Jewellery (34%), Lifestyle (95%),
Healthcare (47%) were the top performing categories.
This year saw increase of interest and trust of advertisers in
traditional media like print. The growth in Educational category was phenomenal given the
fact of postponed time schedules of various education courses, exams and results. While
for Education, Lifestyle, Electronics and FMCG categories it was resuming of advertisement
closer to its pre-covid level, for Real Estate, Healthcare, Jewellery and Banking and
Finance it was a double digit growth over even 2019-20 level.
As per the Audit Bureau of Circulation Survey for Jul-Dec 2022
(‘ABC Survey'), Dainik Bhaskar Group continues to be the largest circulated
Newspaper Group in India and Dainik Bhaskar continues to be the largest circulated
Newspaper in India with a very wide gap with 2nd number player. This
performance and leadership position can be attributed to our editorial excellence
delivered to our readers through an omni-channel presence. Dainik Bhaskar's editorial
strategies and dominant position in Tier-II and beyond cities has resulted in strong
growth of advertising revenues across the board.
Print media has once again demonstrated that it is the most trusted
source of news, a trend that is underscored by the strong growth in advertising revenues
in the print media, while other traditional media is reporting a slowing down. Print in
general and Dainik Bhaskar in particular, retain their well-respected and credible brand
equity. This momentum on both the advertising and circulation fronts have helped the
Company deliver strong results. On the advertising front, traditional advertisers such as
Real Estate, Education, White Goods, Jewellery, etc. continue to use print as their
preferred medium. Advertisers from the BFSI sector have also seen growth and the auto
segment is starting to see some movement. Government advertising looks promising.
New age digital sectors continue to see value in the Print media and
digital, app-based companies and start-ups have increased their advertising spends.
On the circulation front, our focus on ‘extending our leadership
by increasing our readership' has yielded robust results. Our circulation strategy
has enabled us to extend our lead as India's number one newspaper and newspaper
group. Our teams continue to deepen our market presence and increase our circulation by
taking several initiatives with trade partners as well as readers. Dainik Bhaskar is known
for technology-driven circulation. Almost 90% of the activities are online and
transparent. All these initiatives have helped us regain 85% to 90% of the pre-covid
copies.
Newsprint price continued its downward trend in Q4 FY 2022-23 aiding
margins and is likely to bring higher benefits in the coming quarters. Some of our
long-lasting cost optimisation measures coupled with our circulation strategy and robust
growth in advertising revenues have translated into strong operating results.
For the past three years, the Digital Business has been a key focus
area and an important pillar for future growth of our business and this focus has been
translated into strong gains. Our ability to innovate clearly puts us ahead of the
competition and with a highly personalised product experience which includes text,
graphics and videos, ours is the only News App which has consistently grown in the last 3
years and has been able to maintain its direct active user base. It has registered a
tremendous growth from 2 million in January, 2020 to more than 14 million in March, 2023.
This has propelled Dainik Bhaskar to extend its leadership as the dominant digital leader
with the #1 Hindi and Gujarati News Apps, with the competition either staying flat or
declining in its user base. With our dominance already established in the print format and
now in the digital format, we are undoubtedly the #1 Phygital Indian Language Newspaper in
the country.
Our three-dimensional approach towards user retention and engagement
viz. high quality content, unparalleled user experience and strong technology backbone is
one of the driving forces of our performance. For over 3 years now, Dainik Bhaskar has
continued its focus on building the best-in-class, ad-free user experience on its digital
app while maintaining high quality, insightful and engaging content for its readers. Our
teams continue to work on major and minor improvements to help deliver the crisp content
curated by our editorial teams and ensure that our users get hyperlocal news from all
towns, cities and states in our markets. We have also worked on increasing the visual
aspect of the news for further engagement.
Coming to the Radio division, during the FY 2022-23, the revenues grew
by 19% YoY to ` 1,331 million. Volume growth gained momentum across sectors such as Real
Estate, FMCG, Banking, State Government and Lifestyle.
MY FM continues to focus on optimistic engagement with listeners
through innovative content creation leading to strong audience-connect and listeners'
engagement activities. MY FM network continues to maintain leadership position in key
markets such as Chandigarh, Haryana, Punjab, Rajasthan, Madhya Pradesh, Maharashtra and
Chhattisgarh and being the leading radio network, provides an extensive platform for
advertisers to increase their consumer base and visibility in the market.
OPERATIONAL HIGHLIGHTS
Advertising Revenue
Advertising Revenue stands at ` 14,827 million for FY 2022-23 as
compared to ` 11,827 million for FY 2021-22.
Circulation Revenue
Circulation Revenue stands at ` 4,627 million for FY 2022-23 as
compared to ` 4,558 million for FY 2021-22.
Income from Operations
On a consolidated financial basis, DBCL's total revenue stands at
` 21,682 million for FY 2022-23 as compared to ` 17,885 million for FY 2021-22.
Raw Material consumed
The cost of newsprint consumption increased by 54% YoY to ` 8,511
million for FY 2022-23 as compared to ` 5,533 million for FY 2021-22. This increase in
cost was majorly on account of global and domestic increase of newsprint prices.
Employee Cost
At a consolidated level, the employee cost increased by 3% YoY to `
3,874 million for FY 2022-23 as compared to ` 3,751 million for FY 2021-22.
Other Expenses
Other operating expenses increased by 6% YoY to ` 5,686 million for FY
2022-23 as compared to ` 5,374 million for FY 2021-22.
EBITDA
EBITDA grew by 12% to ` 3,611 million in FY 2022-23 from ` 3,228
million in FY 2021-22.
Depreciation
Depreciation and amortization expenses increased by 2% to ` 1,120
million during FY 2022-23 from ` 1,100 million during FY 2021-22.
Finance Cost
Finance Cost increased by 17% YoY to ` 213 million in FY 2022-23 from `
182 million in FY 2021-22.
Profit After Tax (PAT)
The Operational PAT stood at ` 1,691 million during FY 2022-23 as
compared to ` 1,426 million during FY 2021-22.
FUTURE OUTLOOK
Ad sales
The Indian Economy is currently experiencing a positive atmosphere with
various sectors showing signs of growth. This optimistic outlook is also reflected in the
increased advertisement spends across different sectors. Dainik Bhaskar, a prominent
publication in Tier II and Tier III cities of central and north India, serves as an
influential platform for reaching out to these emerging markets. As these continue to grow
at a faster pace compared to metros and Tier I cities, there are high expectations for a
successful year in terms of advertisement opportunities.
Sectors like Education, Lifestyle, Electronics and FMCG are yet to
reach their pre-covid level print advertisement spends. Further, there are signs of
comeback by automobile sector with supply status improving and given the 49% gap from its
pre-covid level, there is much to come from automobile. We are optimistic for a similar
rocking performance in FY 2023-24.
Digital
The Company continues to invest in digital business with a focused
digital strategy of increasing the App Daily Active Users. Dainik Bhaskar has invested
consistently in delivering high quality, premium journalism to its readers and users in
multiple formats including rich text, visual graphics and short videos. Our News App has
been designed to make mobile-native vertical video news with a large content library of
real time videos across multiple categories that is renewed daily. This has been well
received and has seen strong traction as readers appreciate the premium, hyperlocal
content being delivered to their handheld devices. We continue to be focused on ‘high
quality journalism worth paying for'.
Dainik Bhaskar has built a strong technology team from some of
India's leading companies with Consumer Product and Technology backgrounds under the
able guidance of Mr. Mark Thompson, the ex-CEO of the New York Times who has been
onboarded on our advisory board exclusively since 2021.
To enhance user experience and cater to a diverse range of users,
Dainik Bhaskar is making significant investments in technology. By leveraging advanced
technological capabilities the newspaper aims to deliver a personalized news experience
that aligns with the preferences and characteristics of individual users.
Dainik Bhaskar strives to maximize user engagement, foster long-term
retention and cultivate loyalty among its readers. In addition to delivering quality
journalism the publication places emphasis on providing a seamless and enjoyable user
experience ultimately leading to increased willingness among users to subscribe and
support their content.
ComScore data indicates that online news had a reach of 473 million in
2022 as compared to 538 million smartphones in India. By 2025, we expect this reach to
grow to over 550 million.
A majority of this news consumption is now in vernacular languages and
we believe vernacular news portals will see increased penetration with the proposed launch
of the low-cost smartphones by telcos.
Online subscription models for digital products have become prolific
since 2021 and should keep seeing increased interest over the next few years to generate `
2.4 billion by 2025, or ` 5 billion if bundled aggressively.
Radio
MY FM continues to connect with audience and augment listener's
engagement activities through innovative content creation. Our radio network continues to
maintain leadership position in key markets such as Chandigarh, Haryana, Punjab,
Rajasthan, Madhya Pradesh, Maharashtra and Chhattisgarh. Being the leading radio network
enables us to provide an extensive platform for advertisers to increase their consumer
base and visibility in the market. This has played out well in FY 2022-23 with a 19%
increase in advertising revenues from the previous year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial
position of the Company that have occurred between the close of the Financial Year i.e.
March 31, 2023 and the date of this report.
DIVIDEND
The Company declared dividend as under:
|
Financial Year 2022-23 |
| Particulars |
Dividend per share (in `) |
Dividend payout (in ` million) |
| Interim Dividend |
3.00* (30% of face value) |
531.37 (gross)@ |
| Second Interim Dividend |
3.00* (30% of face value) |
533.95 (gross)@ |
*Declared by the Board of Directors at its meeting held on July 28,
2022 and May 19, 2023 and the dividend was credited to the shareholders on August 23, 2022
and June 13, 2023, respectively.
@Subject to deduction of tax at source as per the applicable rate(s) to
the eligible shareholders.
The dividend recommended / pay-out is in accordance with the
Company's Dividend Distribution Policy which is available on the website of the
Company at https://www.dbcorpltd.com/Investors.php. There has been no change in the policy
during the year under consideration.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of
profit for Financial Year 2022-23 in the Profit and Loss account as at March 31, 2023.
SHARE CAPITAL
The issued, subscribed and paid-up equity share capital of the Company
as on March 31, 2023 was ` 1,779.75 million comprising 17,79,74,832 equity shares of `
10/- each. During the year under review, the Company has allotted 1,56,691 equity shares
of ` 10/- each under D. B. Corp Limited – Employees Stock Option Scheme – 2011
and 7,60,928 equity shares of ` 10/- each under D. B. Corp Limited – Employees Stock
Option Scheme – 2021. The Company has paid Listing Fees for the Financial Year
2023-24 to each of the Stock Exchanges where its equity shares are listed.
During the year under review, your Company has neither issued any
shares with differential voting rights nor sweat equity.
As on March 31, 2023, none of the Directors of the Company holds
instruments convertible into Equity Shares of the Company.
EMPLOYEES' STOCK OPTION SCHEMES
The Company grants share-based benefits to eligible employees with a
view to attracting and retaining the best talent, encouraging employees to align
individual performances with Company objectives and promoting increased participation by
them in the growth of the Company.
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 and DBCL ESOS - 2021 Scheme are 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 has been
constituted in accordance with the erstwhile SEBI (Share Based Employee Benefits)
Regulations, 2014 (‘SEBI SBEB Regulations') to, inter alia, administer and
monitor the Employees Stock Option Schemes. There have been no material changes to DBCL
ESOS - 2011 Scheme and
DBCL ESOS - 2021 Scheme during the Financial Year under consideration.
During the Financial Year 2022-23, the Committee has granted 23,919
stock options in aggregate under the DBCL ESOS - 2011 Scheme under Tranche 15 and Tranche
16. No employee has been issued stock options during the year equal to or exceeding 1% of
the issued share capital of the Company at the time of grant.
The disclosure in terms of Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (‘SEBI SBEBSE Regulations') is annexed
herewith as ‘Annexure A' and forms part of the Board's Report. The
same is also hosted on the Company's website at www.dbcorpltd.com/Investors.php.
A Certificate from the Secretarial Auditors viz. Makarand M. Joshi
& Co., Company Secretaries has been obtained by the Company certifying that the
Employees Stock Option Schemes in vogue have been implemented in accordance with the SEBI
SBEBSE Regulations and the respective special resolution passed by the Members. The said
certificates will be open for inspection at the ensuing Annual General Meeting of the
Company and are also annexed herewith as ‘Annexure B1 and B2' and forms
part of the Board's Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has two subsidiaries as on the date of this report viz. DB
Infomedia Private Limited and I Media Corp Limited (step-down subsidiary). There are no
associate companies or joint venture companies within the meaning of Section 2(6) of the
Companies Act, 2013 (the ‘Act').
The Company has prepared Consolidated Financial Statements of the
Company and of both the subsidiaries viz. DB Infomedia Private Limited and I Media Corp
Limited in the form and manner as that of its own, duly audited by M/s. Price Waterhouse
Chartered Accountants LLP and M/s. Gupta Mittal & Co., the Joint Statutory Auditors in
compliance with the applicable accounting standards and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time (hereinafter
referred to as the ‘SEBI Listing Regulations').
The Consolidated Financial Statements for the Financial Year 2022-23
form a part of the Annual Report and Accounts and shall be laid before the Members of the
Company at the ensuing Annual General Meeting while laying its Financial Statements under
Section 129(2) of the Act and the same are available on the website of the Company and can
be accessed at the web-link: https://www.dbcorpltd.com/ annual-reports.php
Further, pursuant to the provisions of Section 136 of the Act the
Standalone Financial Statements of the Company, Consolidated Financial Statements along
with relevant documents and separate Audited Accounts in respect of subsidiaries are
available on the website of the Company at https://dbcorpltd.com/ under the tab
‘Reports & Financials'.
The Company does not have any material subsidiary in the immediately
preceding Financial Year. However, your Company has formulated a ‘Policy for
determining Material Subsidiaries' as defined under Regulation 16 of the SEBI Listing
Regulations. This Policy has been hosted on the website of the Company and can be accessed
at the web link: https://www.dbcorpltd.com/Investors.php.
Pursuant to the provisions of Section 129(3) of the Act read with Rule
5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of
the Financial Statements of the Company's subsidiaries in Form AOC-1 is attached to
the Consolidated Financial Statements of the Company which forms a part of this Annual
Report, which may be read in tandem with this Report.
• DB Infomedia Private Limited (‘DBIPL')
During the FY 2022-23, DBIPL achieved total income of ` 151.10 Lakh.
Net Profit for the FY 2022-23 was ` 82.05 Lakh as against Loss of ` 18.30 Lakh for FY
2021-22.
• I Media Corp Limited (‘IMCL')
During the FY 2022-23, IMCL earned total income of ` 6.05 Lakh
as compared to ` 18.12 Lakh of FY 2021-22. Net Profit for FY 2022-23 was ` 4.00 Lakh as
against ` 15.18 Lakh of FY 2021-22.
CHANGE IN NATURE OF BUSINESS
There has been no material change in the nature of business and
operations of the Company during the year under review.
CREDIT RATING
The Company has obtained Credit Rating for its bank facilities from
CARE Ratings Limited which is determined on the basis of recent developments including
operational and financial performance of the Company. CARE Ratings Limited has the right
to undertake surveillance / review of the rating from time to time based on circumstances
warranting such review subject to at least one such surveillance / review every year.
On August 9, 2022, CARE Ratings Limited has reaffirmed the ratings
assigned earlier in December 2021 viz. ‘CARE AA+; Stable (Double A Plus; Outlook:
Stable)' for Fund Based Long term Bank Facilities and ‘CARE AA+; Stable/CARE A1+
(Double A Plus; Outlook: Stable / A One Plus)' for Non-Fund Based Long term / Short
term Bank Facilities.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans and guarantees given or security provided or
acquisition of securities of wholly-owned subsidiary/ies of the Company made in terms of
Section 186 of the Companies Act, 2013 have been given separately in the Financial
Statements of the Company under Note 7 and Note 35(e) of the Standalone Financial
Statements which may be read in tandem with this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the
Financial Year under review were on an arm's length basis and in the ordinary course
of business and were in compliance with the applicable provisions of the Act and the SEBI
Listing Regulations. There were no materially significant Related Party Transactions
executed by the Company during the year that required Members' approval under
Regulation 23 of the SEBI Listing Regulations. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form
AOC-2 is not applicable to the Company for the Financial Year 2022-23.
All Related Party Transactions are placed before the Audit Committee
for prior approval. Prior ‘Omnibus Approval' of the Audit Committee was obtained
for the transactions which were repetitive in nature.
In accordance with the Companies Act, 2013 and SEBI Listing Regulations
the Company has formulated a ‘Policy for dealing with Related Party
Transactions' which is also available on the Company's website at https://www.dbcorpltd.com/Investors.php.
Further details on the transactions with Related Parties are provided
in the accompanying Financial Statements.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
_ Appointment / Re-appointment of Directors:
Appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent
Director:
Initially, Ms. Paulomi Dhawan was appointed as an Additional Director
on the Board of the Company with effect from July 28, 2022 up to the date of 26th
Annual General Meeting of the Company held on September 20, 2022.
Subsequently, Ms. Paulomi Dhawan was appointed as an Independent
Director on the Board of the Company with effect from July 28, 2022 for a term of two
years vide a Special Resolution passed by the Members of the Company at the 26th
Annual General Meeting held on September 20, 2022.
Re-appointment of Mr. Pawan Agarwal (DIN: 00465092) as the Deputy
Managing Director:
Mr. Pawan Agarwal was re-appointed as the Deputy Managing Director of
the Company for a term of five years commencing from July 31, 2023 to July 30, 2028 by
passing a Special Resolution at the 26th Annual General Meeting held on September 20,
2022.
Re-appointment of Mr. Santosh Desai (DIN: 01237902) and Ms. Paulomi
Dhawan (DIN: 01574580) as Independent Directors for a second consecutive term of 5 (five)
years on the Board of the Company:
The Nomination and Remuneration Committee, on the basis of performance
evaluation of Independent Directors and taking into account the business knowledge,
experience and the substantial contribution made by Mr. Santosh Desai and Ms. Paulomi
Dhawan during their first term, has recommended to the Board that the continued
association of Mr. Santosh Desai and Ms. Paulomi Dhawan as Independent Directors of the
Company would be beneficial to the Company. Based on the above and the performance
evaluation of Independent Directors the Board recommends to the Members the re-appointment
of:
• Mr. Santosh Desai as an Independent Director of the Company to
hold office for a second consecutive term of 5 (five) years on the Board of the Company
commencing from October 21, 2023 to October 20, 2028.
• Ms. Paulomi Dhawan as an Independent Director of the Company to
hold office for a second consecutive term of 5 (five) years on the Board of the Company
commencing from July 28, 2024 to July 27, 2029.
The Company has received the requisite Notices from Members in writing
proposing their re-appointment as Independent Directors for a second consecutive term.
Agenda items for their re-appointment are being placed at the ensuing
AGM for Members' approval. The details of the Directors being re-appointed are set
out in the Notice convening the ensuing AGM. The Board recommends re-appointment of the
two Independent Directors for the approval by the Members of the Company.
_ Retirement by rotation:
Pursuant to Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company Mr. Girish Agarwal (DIN: 00051375), Non-Executive
Non-Independent Director retires by rotation at the ensuing AGM and being eligible offers
himself for reappointment. He has confirmed that he is not disqualified from being
appointed as a Director in terms of Section 164 of the Act.
A detailed profile of Mr. Girish Agarwal along with additional
information required under Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standard on General Meetings (SS-2) is provided separately by way of an
Annexure to the Notice of the AGM. The Board recommends re-appointment of Mr. Girish
Agarwal for approval by the Members of the Company.
_ Resignation of Independent Director(s):
During the year under review, none of the Independent Directors of the
Company had resigned before the expiry of his / her respective tenure(s).
_ Declaration by Directors:
All the Directors of the Company have confirmed that they are not
disqualified from being appointed / continuing as Directors in terms of Section 164 (1)
and (2) of the Companies Act, 2013.
_ Declaration by Independent Directors:
All the Independent Directors of the Company have given their
respective declarations / disclosures under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfil the
criteria of Independence as prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and 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
judgement and without any external influence.
Further, the Board after taking these declarations / disclosures on
record and acknowledging the veracity of the same concluded that the Independent Directors
are persons of integrity and possess the relevant proficiency, expertise and experience to
qualify as Independent Directors of the Company and are independent of the management of
the Company.
In terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014, as amended up to date, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs, Manesar (‘IICA') and the said
registration is renewed and active. All the Independent Directors of the Company are
exempt from the requirement to undertake the online proficiency self-assessment test
conducted by IICA.
_ Key Managerial Personnel:
Mr. P. G. Mishra, Group Chief Financial Officer retired from the
services of the Company upon attaining the age of superannuation with effect from close of
business hours on March 31, 2023. The Board noted the same and placed on record its
sincere appreciation for the valuable contribution made by Mr. P. G. Mishra during his
long tenure as the Group Chief Financial Officer.
Based on the recommendation of the Nomination and Remuneration
Committee and Audit Committee, the Board of Directors of the Company at its Meeting held
on March 28, 2023 appointed Mr. Lalit Jain as the Chief Financial Officer of the Company
with effect from April 1, 2023.
Pursuant to Section 203 of the Act with effect from April 1, 2023, the
Key Managerial Personnel of the Company are as under:
| Mr. Sudhir Agarwal |
- Managing Director |
| Mr. Pawan Agarwal |
- Deputy Managing Director |
| Mr. Lalit Jain |
- Chief Financial Officer |
| Ms. Anita Gokhale |
- Company Secretary and Compliance Officer |
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of the requirements of Regulation 25 of the SEBI Listing
Regulations, the details of programmes for familiarisation of Independent Directors with
the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company, etc. are available on the
website of the Company and can be accessed at the web link: https://www.dbcorpltd.com/Investors.php.
BOARD EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and
SEBI Listing Regulations, the Board carried out an annual evaluation of its performance as
well as of the working of its committees and individual directors. The criteria for the
performance evaluation are set out in the Corporate Governance Report forming part of this
Annual Report.
A formal performance evaluation was carried out where the Board made an
annual evaluation of its own performance, the performance of directors individually as
well as the evaluation of the working of its various committees for the Financial Year
2022-23 on the basis of a structured questionnaire on performance criteria.
The outcome of the Board Evaluation for the Financial Year 2022-23 was
discussed by the Nomination and Remuneration Committee and the Board at their respective
meetings held in May 2023. Qualitative comments and suggestions of directors were taken
into consideration by the Committee and Board members. The Directors have expressed their
satisfaction with the evaluation process.
MEETINGS OF THE BOARD OF DIRECTORS
Five Board Meetings were held during the year under review and the gap
between any two Board Meetings was not more than 120 days in conformity with the
requirements of SEBI Listing Regulations, Secretarial Standards on Meetings of the Board
of Directors (SS-1) and that of the Companies Act, 2013 and the Rules framed thereunder.
Detailed information on the Meetings of the Board, its Committees and
the Annual General Meeting is included in the Report on Corporate Governance which may be
taken as forming a part of this Report.
COMMITTEES OF THE BOARD
As on March 31, 2023 the Board has seven committees: Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility Committee, Compensation Committee, Risk Management
Committee and Executive Committee.
During the year all recommendations of the Committees of the Board
which were mandatorily required have been accepted by the Board.
A detailed note on the composition of the Board and its Committees is
provided in the Corporate Governance Report which may be taken as forming a part of this
Report.
AWARDS AND ACCOLADES
Your Company has won a Silver at WAN IFRA Print Innovation Awards 2022
in Product Innovation category for Front Jacket on Guzzi Silk fabric using digital
printing. At IAA Olive Crown Awards 2023 the Company bagged a Silver for ‘Save
Birds' Campaign in Press Corporate category. My FM has bagged
4 Gold Mikes Awards 2022 under various categories and also an AFAQS
Marketers Excellence Award for Best Print Ad Campaign.
STATUTORY AUDITORS AND AUDITORS' REPORT
In terms of Section 139 of the Companies Act, 2013 (‘the
Act') read with the Companies (Audit and Auditors) Rules, 2014, Members of the
Company at 26th Annual General Meeting (AGM) held on September 20, 2022 had
approved the re-appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016) and M/s. Gupta Mittal & Co. (Firm Registration No.
009973C) as the Joint Statutory Auditors of the Company for a period of 5 (five) years
until the conclusion of the 31st AGM of the Company to be held in the calendar
year 2027.
The Statutory Auditors have confirmed that they are not disqualified
from continuing as Statutory Auditors of the Company.
The Auditor's Report given by M/s. Price Waterhouse Chartered
Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors on the Financial
Statements of the Company for the Financial Year 2022-23 forms part of this Annual Report.
The Auditor's Report does not contain any qualification, reservation, adverse remark
or disclaimer.
SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT AND SECRETARIAL
COMPLIANCE REPORT
Secretarial Audit Report:
In terms of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s. Makarand M. Joshi & Company, Company Secretaries to undertake the
Secretarial Audit of the Company for the Financial Year ended on March 31, 2023.
The Secretarial Audit Report given by the Secretarial Auditors in the
prescribed form MR-3 is annexed herewith as ‘Annexure C' and forms part
of the Board's Report.
Secretarial Auditors' observation(s) in Secretarial Audit Report
and Board's explanation thereto:
• In few instances the entries in system driven disclosure were
made in delay.
Explanation: Due to de-centralised Human Resource function in the
Company there have been delays in updation of HR software in respect of a few new
recruitments or separations in the Company as a result of which entries in System Driven
Disclosures are delayed. However, the Company has updated details of designated persons
with the designated depository in reasonable time.
Secretarial Compliance Report:
In terms of Regulation 24A(2) of the SEBI Listing Regulations every
listed entity has to submit a Secretarial Compliance Report in such form as specified to
Stock Exchanges within sixty days from end of each Financial Year.
The said Secretarial Compliance Report for Financial Year 2022-23 has
been submitted by the Company to the Stock Exchanges within the prescribed time limit.
The said Secretarial Compliance Report contains a qualification
(‘In few instances the entries in system driven disclosure were made in delay')
which is the same as mentioned under the paragraph titled ‘Secretarial Audit
Report' above. The same has been addressed to in detail with Board's explanation
thereon under the paragraph titled ‘Secretarial Audit Report' above.
COST ACCOUNTS AND COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended up to date, the cost accounting
records maintained by the Company in respect of its Radio business are required to be
audited by a Cost Auditor.
On the recommendation of the Audit Committee the Board of Directors has
appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No.
000024) as Cost Auditor for the FY 2023-24 at a remuneration of ` 30,000/- p.a. plus
applicable taxes and out-of-pocket expenses at actuals. As mandated under the Act the
remuneration payable to the Cost Auditor is required to be placed before the Members in a
General Meeting for their ratification. Accordingly, a resolution seeking Members'
ratification for the remuneration payable to M/s. K. G. Goyal & Associates for FY
2023-24 is included in the Notice convening the ensuing AGM.
The Company has received written consent from the Cost Auditor that
their appointment is in accordance with the applicable provisions of the Act and rules
framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be
appointed as the Cost Auditors of the Company for the FY 2023-24.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, there have been no instances of fraud
committed in the Company by its officers or employees that the Joint Statutory Auditors,
Cost Auditor and Secretarial Auditor have to report to the Audit Committee or the Board of
Directors of the Company as mandated under Section 143(12) of the Companies Act, 2013.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of the provisions of Sections 124 and 125 of the Companies
Act, 2013 (‘the Act') read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under
review, the Company has transferred an amount of ` 1,81,760/- being the unclaimed / unpaid
dividend of the Company in respect of the Final Dividend FY 2014-15 and the Interim
Dividend FY 2015-16 to the Investor Education and Protection Fund (‘IEPF').
Further, 1,331 equity shares, in respect of which dividend has not been claimed by the
Members for seven consecutive years or more, are also transferred to IEPF. The due dates
for transfer of unpaid / unclaimed dividend to IEPF in respect of various dividend
accounts of the Company are mentioned in the Report on Corporate Governance forming part
of this Annual Report.
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.
The Income Tax Department had carried out a search operation at the
Company's various business premises under Section 132 of the Income-tax Act, 1961 in
July, 2021. The Company had made the necessary disclosures to the stock exchanges in this
regard on July 23, 2021 in accordance with Regulation 30 of the SEBI (LODR) Regulations,
2015 (as amended).
Thereafter, the Company has received notices under Section 148 and/or
Section 142(1) / 143(2) of the Income Tax Act, 1961 for the assessment years 2018-19 to
2022-23 for which the Company has responded. During the year ended March 31, 2023 the
Company has received orders for three assessment years (2018-19, 2020-21 and 2021-22) for
which the Company has filed the response / appeal. Management is of a view that this will
not likely to have any material impact on the Company's financial position as at
March 31, 2023 and the performance for the year ended on that date as per the standalone
financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a socially responsible corporate citizen the Company has been
persistently exploring novel opportunities and possibilities in the form of sustainable
programs or projects for its CSR activities in order to create larger social impact and
positive changes in the lives of community.
The Company through various CSR initiatives and programmes continues to
invest in addressing the most persistent needs of the community. All CSR interventions are
conceived and implemented through a focussed approach towards target beneficiaries for
generating maximum impact. Operating in the field of newspaper publication, the Company
actively carried out mass movements through its editorial and on-ground campaigns on
various social issues like ‘Mission Shiksha', ‘Dene Ka Sukh', etc.
The Company's focus areas are concentrated on increasing access to
health, education, environment sustainability, betterment of under-privileged people,
nature conservation, national heritage, etc. The Annual Report on the CSR activities in
prescribed format is annexed herewith as ‘Annexure D' and forms part of
the Board's Report.
During the Financial Year 2022-23, the Company has undertaken the CSR
initiatives in the fields of animal welfare, eradicating hunger, poverty and malnutrition,
promoting education, promoting preventive health care, protection of flora and fauna and
protection of national heritage thereby helping in the upliftment of the underprivileged
and disadvantaged sections of the society and focus on social issues. All the CSR
activities are aligned to the requirements of Section 135 of the Companies Act, 2013 and
the Company is in compliance with the statutory requirements in this regard.
The CSR Policy is also hosted on the Company's website and may be
accessed at the link: https://www.dbcorpltd.com/csr. php.
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 Companies
Act, 2013 and applicable rules made thereunder and as such, there is no question of any
amount being outstanding on account of principal or interest on deposits from the public
as on the date of the Balance Sheet.
LOAN FROM DIRECTOR OR DIRECTOR'S RELATIVES
During the year under review, the Company has not taken any loan from
the Directors or their relatives.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with Regulation 34 read with Schedule V to the SEBI
Listing Regulations, every Listed Company is required to prepare the Management Discussion
and Analysis Report as a part of Board's Report or as an addition thereto.
Accordingly, the Management Discussion and Analysis Report as approved
by the Board of Directors is given separately in this Annual Report which may be taken as
forming a part of Board's Report.
REPORT ON CORPORATE GOVERNANCE
A separate Report on Corporate Governance as prescribed under the SEBI
Listing Regulations, together with a certificate from the Company's Statutory
Auditors confirming compliance with the conditions of Corporate Governance as stipulated
in SEBI Listing Regulations is given separately in this Annual Report which may be taken
as forming a part of Board's Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A detailed Business Responsibility and Sustainability Report as
required under Regulation 34 of the SEBI Listing Regulations is given separately in this
Annual Report which may be taken as forming a part of Board's Report.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the
Annual Return as on March 31, 2023 in Form No. MGT-7 is available on the Company's
website at https://www.dbcorpltd.com/annual-reports.php.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
A detailed section on the Company's internal financial controls
with reference to Financial Statements and its adequacy is a part of the Management
Discussion and Analysis Report which may be taken as forming a part of Board's
Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing a safe and conducive work
environment to all of its employees. In line with this it has in place a policy for
prevention of sexual harassment at the workplace as per the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules made thereunder. Further, the Policy also gives shelter to trainees and retainers.
In line with the requirements of the said Act, an Internal Complaints Committee
(‘ICC') has been set up to redress the complaints received regarding sexual
harassment at workplace.
During the Financial Year 2022-23, no case was referred to the ICC.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Integrity and ethics have been the bedrock of all the corporate
operations of the Company. The Company is committed to conducting its business in
accordance with the highest standards of professionalism, honesty and ethical behaviour
and has the best systems in place to nurture a similar working culture. This initiative
was taken to encourage Employees, Circulation/Advertisement Agents and Suppliers/Vendors
to report irregularities in operations besides complying with the statutory requirements
under the Companies Act, 2013 and the SEBI Listing Regulations. Any DBCL Employees,
Circulation/Advertisement Agents and Suppliers/Vendors can raise his/her concern/complaint
on the dedicated phone numbers, or through email or post. These phone numbers are
operational all 365 days. These reporting channels can be accessed in Hindi, English,
Marathi and Gujarati.
An Internal Ethics Committee has been established to operate this
policy under the supervision of the Audit Committee. All the concerns/complaints are
categorised and prioritised based on their nature and corrective or disciplinary actions
are taken based on the seriousness of the issue/findings. 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.
The Whistle Blower Policy has been appropriately communicated within
the Company and is available on the website of the Company at https://www.dbcorpltd.com/Investors.php.
RISK MANAGEMENT POLICY
The Company recognises that risk is an integral and inevitable part of
business and is fully committed to manage the risks in a proactive and efficient manner.
The Company has a disciplined process for continuously assessing risks in the internal and
external environment along with minimising the impact of risks.
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
Board's Report.
POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
The Nomination and Remuneration Committee (NRC) 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, Key Managerial
Personnel (‘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, 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 remuneration paid to the Directors, KMPs and senior management is
in accordance with the policy on Nomination and Remuneration of Directors, KMPs and other
employees laid down by the said NRC. The salient features of the Company's policy on
Nomination and Remuneration of Directors, KMPs and other employees are given in the
Corporate Governance Report which may be taken as forming a part of Board's Report.
The said policy is also available on the website of the Company at https://www.dbcorpltd.com/Investors.php.
HUMAN RESOURCES
A detailed section on the Company's Human Resource Development is
a part of the Management Discussion and Analysis Report which may be taken as forming a
part of Board's Report.
PARTICULARS OF REMUNERATION TO EMPLOYEES
A statement containing names of top ten employees of the Company in
terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 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 annexed herewith as ‘Annexure
E' and forms part of the Board's Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Details as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:
• Conservation of Energy:
1. Steps taken or impact on conservation of energy: and
| 2. Steps taken by the Company for utilising alternate sources of
energy: |
| a) Investment of ` 19.31 million was done for installation of Solar PV
plant in FY 2022-23 at the locations mentioned hereunder: |
| i. Muzaffarpur (` 4 million) |
| ii. Hissar (` 3 million) |
| iii. Rewari (` 3 million) |
| iv. Sikar (` 4.3 million) |
| v. Bharatpur (` 3.01 million) |
| vi. Bhilwara (` 2 million) |
b) In FY 2022-23 total solar PV plant capacity of 470 kWp was added at
above mentioned locations.
c) Total solar generation at all locations was 24,18,453 kWh (units) in
FY 2022-23.
d) Savings of ` 17.40 million at all locations was achieved by solar
energy generation. Location wise generation and savings are as follows:
| Location |
Units Generated kWh |
Savings (in ` million) |
| Jaipur |
6,83,830 |
4.93 |
| Ahmedabad |
3,39,307 |
2.40 |
| Jodhpur |
2,98,410 |
2.21 |
| Kota |
1,34,917 |
1.00 |
| Udaipur |
2,08,823 |
1.58 |
| Ajmer |
79,569 |
0.62 |
| Baroda |
1,01,511 |
0.70 |
| Hamira |
88,621 |
0.66 |
| Rajkot |
1,27,410 |
0.86 |
| Panipat |
1,64,532 |
1.09 |
| Bilaspur |
61,048 |
0.50 |
| Muzaffarpur |
29,186 |
0.11 |
| Hisar |
22,850 |
0.15 |
| Rewari |
17,927 |
0.12 |
| Sikar |
25,030 |
0.19 |
| Bharatpur |
23,425 |
0.18 |
| Bhilwara |
12,057 |
0.10 |
| Total |
24,18,453 |
17.40 |
3. Capital investment on energy conservation equipment: Nil
• Technology Absorption:
1. Efforts made towards technology absorption and
2. Benefits derived like product improvement, cost reduction,
product development or import substitution: Nil
3. In case of imported technology (imported during the last 3
years reckoned from the beginning of the Financial Year): Nil / Not Applicable
4. Expenditure on Research and Development: Nil
• Foreign Exchange Earnings and Outgo:
Your Company earned Foreign Exchange of ` 69.39 million (Previous Year
` 69.31 million). The financial expenses in foreign exchange during the year was ` 8.10
million (Previous Year ` 4.14 million) and on account of advertisement, travelling,
maintenance and other expenses was ` 90.25 million (Previous Year ` 72.44 million).
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial Year 2022-23, your Company has complied with
applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the
Board of Directors' and ‘General Meetings' respectively as notified by the
Institute of Company Secretaries of India, New Delhi.
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, 2023 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 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, 2023
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, 2023 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.
GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going
beyond it, electronic copy of the Notice of 27th Annual General Meeting of the
Company including the Annual Report for FY 2022-23 are being sent to all Members whose
e-mail addresses are registered with the Company / Depository Participant(s).
DISCLOSURE IN RESPECT OF SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY
SHARES, 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:
• Issue of equity shares with differential rights as to dividend,
voting or otherwise.
• Issue of Sweat Equity shares.
• Buy Back of shares.
The equity shares of the Company were not suspended from trading during
the year.
There was no occasion where the Board has not accepted any
recommendation of the Audit Committee.
OTHER DISCLOSURES
• Disclosure pertaining to ‘Insolvency &
Bankruptcy Code (‘IBC')': No application for Bankruptcy under the
Insolvency & Bankruptcy Code, 2016 (‘IBC') was made against the Company
during FY 2022-23. The Company has filed 2 petitions with National Company Law Tribunal
(NCLT) under IBC during FY 2021-22 for recovery of outstanding loans from its customers
being Corporate Debtors. The proceedings with respect to the said 2 petitions are pending
before the respective jurisdictional NCLT and NCLAT as on March 31, 2023.
• Disclosure on ‘One-time Settlement': The
Company has not taken any long-term loan from Banks or Financial Institutions. Hence, the
disclosure in respect of ‘the details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof' is not applicable.
CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion and
Analysis Report describing the Company's objectives, expectations or predictions may
be forward looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the statement. Important
factors that could influence the Company's operations include: global and domestic
demand and supply conditions affecting selling prices, new capacity additions,
availability of critical materials and their cost, changes in government policies and tax
laws, economic development of the country and other factors which are material to the
business operations of the Company.
ACKNOWLEDGEMENTS
The Board of Directors express its appreciation for the sincere
cooperation and assistance of the Government Authorities, Bankers, Customers, Suppliers
and Business Associates. The Board conveys its deep gratitude and appreciation to all the
employees of the Company for their tremendous efforts as well as their exemplary
dedication and contribution to the Company's performance. Your Directors acknowledge
with gratitude the encouragement and support extended by our valued Members.
| For and on behalf of the Board of Directors of |
|
| D. B. Corp Limited |
|
| Sd/- |
Sd/- |
| Sudhir Agarwal |
Pawan Agarwal |
| Managing Director |
Deputy Managing Director |
| DIN: 00051407 |
DIN: 00465092 |
| Place: Bhopal |
Place: Noida |
| Date: July 20, 2023 |
Date: July 20, 2023 |
| Encl.: Annexure A to E |
|
  Â