Close
x
  • SMC open account icon Open an A/C
    • Open an A/C
    • CHOOSE YOUR OPTION(S)
    • Trading A/c
    • Mutual Fund A/c
    • NBFC A/c
    • NPS A/c
  • SENSEX Sep 24 2021 12:00
    60,048.47 +163.11 ( +0.27%)
  • NIFTY Sep 24 2021 12:00
    17,853.20 +30.25 ( +0.17%)
  • SENSEX Sep 24 2021 12:00
    60,048.47 +163.11 ( +0.27%)
  • NIFTY Sep 24 2021 12:00
    17,853.20 +30.25 ( +0.17%)
  • Nasdaq Sep 24 2021 04:30
    15,052.24 +155.39 ( +1.04%)
  • DJIA Sep 24 2021 04:30
    34,764.82 +506.50 ( +1.48%)
  • S&P 500 Sep 24 2021 04:30
    4,448.98 +53.34 ( +1.21%)
  • Hang Seng Sep 24 2021 02:10
    24,192.16 -318.82 (-1.30%)
  • Crude Oil Sep 24 2021 11:20
    5,469.00 +44.00 ( +0.81%)
  • Gold Sep 24 2021 11:20
    45,990.00 -66.00 (-0.14%)
  • Silver Sep 24 2021 11:20
    59,970.00 -819.00 (-1.35%)
  • Copper Sep 24 2021 11:20
    713.00 +0.35 ( +0.05%)
  • Pound / Rupee Dec 23 2016 22:30
    100.57 0.00 (0.00%)
  • Dollar / Rupee Dec 23 2016 22:30
    73.71 +0.13 ( +0.18%)
  • Euro / Rupee Dec 23 2016 22:30
    86.40 +0.09 ( +0.11%)
  • Yen / Rupee Dec 23 2016 22:30
    0.67 0.00 ( +0.03%)

D B Corp Ltd

BSE Code : 533151 | NSE Symbol : DBCORP | ISIN:INE950I01011| SECTOR : Media - Print/Television/Radio |

NSE BSE
 
SMC down arrow

94.35

-1.10 (-1.15%) Volume 280564

24-Sep-2021 EOD

Prev. Close

95.45

Open Price

96.30

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

94.35(583)

 

Today’s High/Low 96.60 - 94.00

52 wk High/Low 125.00 - 72.90

Key Stats

MARKET CAP (RS CR) 1653.43
P/E 10.48
BOOK VALUE (RS) 104.4612132
DIV (%) 30
MARKET LOT 1
EPS (TTM) 9.02
PRICE/BOOK 0.904641992038438
DIV YIELD.(%) 3.17
FACE VALUE (RS) 10
DELIVERABLES (%) 50.23
4

News & Announcements

07-Sep-2021

D B Corp Ltd - D.B.Corp Limited - Updates

03-Sep-2021

D B Corp Ltd up for five straight sessions

31-Aug-2021

D B Corp Ltd - D.B.Corp Limited - Copy of Newspaper Publication

27-Aug-2021

D B Corp Ltd - D.B.Corp Limited - Disclosure under SEBI Takeover Regulations

18-Aug-2021

D B Corp allots 4,234 equity shares under ESOS

14-Aug-2021

Board of DB Corp recommends Interim Dividend

13-Aug-2021

DB Corp to convene AGM

07-Aug-2021

DB Corp to conduct board meeting

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
3rd Rock Multimedia Ltd 532066 3RDROCK
52 Weeks Entertainment Ltd 531925
Aastha Broadcasting Network Ltd 503673
AMGF Intercorp Ltd 40267
Asian Films Production & Distribution Ltd 532047
B A G Films & Media Ltd 532507 BAGFILMS
Baba Arts Ltd 532380
Balaji Telefilms Ltd 532382 BALAJITELE
BGIL Films & Technologies Ltd 511664
BMB Music & Magnetics Ltd 531420
Bodhi Tree Multimedia Ltd 535366 BTML
Broadcast Initiatives Ltd 532816 BROADCAST
CDI International Ltd 526141 COMPACDISC
Channel Nine Entertainment Ltd 535142
Cineline India Ltd 532807 CINELINE
Cinemax India Ltd(Merged) 534711 CINEMAXIN
Cinerad Communications Ltd 530457
Cinevista Ltd 532324 CINEVISTA
City Pulse Multiplex Ltd 542727
Colorchips New Media Ltd 540023
Creative Eye Ltd 532392 CREATIVEYE
Credence Sound & Vision Ltd 526741
Crest Animation Studios Ltd 526785 CRESTANI
Cyber Media (India) Ltd 532640 CYBERMEDIA
Deccan Chronicle Holdings Ltd 532608 DCHL
Den Networks Ltd 533137 DEN
Digicontent Ltd 542685 DGCONTENT
Diksat Transworld Ltd 540151
Diligent Media Corporation Ltd 540789 DNAMEDIA
Dish TV India Ltd 532839 DISHTV
Divine Entertainment Ltd 531907
Divine Multimedia (India) Ltd 523810
DQ Entertainment International Ltd 533176 DQE
DSJ Keep Learning Ltd 526677 DALALSTCOM
Eduexel Infotainment Ltd 526483
Entertainment Network (India) Ltd 532700 ENIL
Eros International Media Ltd 533261 EROSMEDIA
ETC Networks Ltd (Merged) 506156 ETCNETWORK
ETC Networks Ltd(merged) 532615 ETCNET
Fame India Ltd(Merged) 532631 FAME
Fast Track Entertainment Ltd 532084
Filmcity Media Ltd 531486
G V Films Ltd 523277
Galaxy Cloud Kitchens Ltd 506186
Ganesh Films India Ltd 541703
Giriraj Entertainment Ltd 532037
Global Films & Broadcasting Ltd 531660
Goldfish Entertainment Ltd 531251
Gradiente Infotainment Ltd 590126
GTPL Hathway Ltd 540602 GTPL
H T Media Ltd 532662 HTMEDIA
Hathway Bhawani Cabletel & Datacom Ltd 509073
Hathway Cable & Datacom Ltd 533162 HATHWAY
Hindustan Media Ventures Ltd 533217 HMVL
Inhouse Productions Ltd 526610
Inox Leisure Ltd 532706 INOXLEISUR
Jagran Prakashan Ltd 532705 JAGRAN
Jain Studios Ltd 532033 JAINSTUDIO
Jump Networks Ltd 531337 JUMPNET
Khyati Multimedia Entertainment Ltd 531692
Koffee Break Pictures Ltd 531602
Kohinoor Broadcasting Corporation Ltd 531366
Kome-on Communication Ltd 539910
KSS Ltd 532081 KSERASERA
Landmarc Leisure Corporation Ltd 532275
Lila Worldwide Ltd 531894 VATSMUSC
Madhya Pradesh Today Media Ltd 535009 MPTODAY
Media Matrix Worldwide Ltd 512267 MMWL
Mediaone Global Entertainment Ltd 503685
Midvalley Entertainment Ltd 533310
Moving Picture Company (I) Ltd 590011
Mukta Arts Ltd 532357 MUKTAARTS
Music Broadcast Ltd 540366 RADIOCITY
Net Pix Shorts Digital Media Ltd 543247
New Delhi Television Ltd 532529 NDTV
Next Mediaworks Ltd 532416 NEXTMEDIA
Nextgen Animation Mediaa Ltd 532999
Nine Media & Information Services Ltd 531150
NxtDigital Ltd 500189 NXTDIGITAL
Odyssey Video Communications Ltd 517465
Orient Tradelink Ltd 531512
Ortel Communications Ltd 539015 ORTEL
P. B. Films Ltd 539352
Padmalaya Telefilms Ltd 532350 PADMALAYAT
Panorama Studios International Ltd 539469
Pentamedia Graphics Ltd 500329 PENTSFWARE
Picturehouse Media Ltd 532355
Pooja Entertainment & Films Ltd 532011
Prime Focus Ltd 532748 PFOCUS
Pritish Nandy Communications Ltd 532387 PNC
Purple Entertainment Ltd 540159
PVR Ltd 532689 PVR
Pyramid Saimira Theatre Ltd 532791 PSTL
Radaan Mediaworks (I) Ltd 590070 RADAAN
Radan Multimedia Ltd 523451
Raj Television Network Ltd 532826 RAJTV
Reliance Broadcast Network Ltd 533143 RBN
Reliance MediaWorks Ltd 532399 RELMEDIA
SAB Events & Governance Now Media Ltd 540081 SABEVENTS
Sadhna Broadcast Ltd 540821
Sagar Productions Ltd 532092
Sahara One Media and Entertainment Ltd 503691
Sai Television Ltd 521321 SAITELE
Sambhaav Media Ltd 511630 SAMBHAAV
Saregama India Ltd 532163 SAREGAMA
SDC Techmedia Ltd 535647
Sea TV Network Ltd 533268
Shalimar Productions Ltd 512499
Shemaroo Entertainment Ltd 538685 SHEMAROO
Shree Ashtavinayak Cine Vision Ltd 532793 SHREEASHTA
Sibar Media & Entertainment Ltd 532353
Silly Monks Entertainment Ltd 535043 SILLYMONKS
Siti Networks Ltd 532795 SITINET
Sowbhagya Media Ltd 532025
Spicy Entertainment & Media Ltd 540084
Sri Adhikari Brothers Television Network Ltd 530943 SABTN
Srishti Video Corp Ltd 517366 SRISHTIVID
SRS Ltd 533569 SRSLTD
Sun TV Network Ltd 532733 SUNTV
T.V. Today Network Ltd 532515 TVTODAY
Television Eighteen India Ltd (Merged) 532299 TV-18
Thinkink Picturez Ltd 539310
Tips Industries Ltd 532375 TIPSINDLTD
Trilogic Digital Media Ltd 531712
TV Vision Ltd 540083 TVVISION
TV18 Broadcast Ltd 532800 TV18BRDCST
UFO Moviez India Ltd 539141 UFO
Unistar Multimedia Ltd 532035
Universal Arts Ltd 532378
Universal Media Network Ltd 531790
UTV Software Communications Ltd 532619 UTVSOF
V R Films & Studios Ltd 542654
Veronica Production Ltd 531695
Via Media India Ltd 526759
Vision Cinemas Ltd 526441
Vision Corporation Ltd 531668
Zee Entertainment Enterprises Ltd 505537 ZEEL
Zee Media Corporation Ltd 532794 ZEEMEDIA

Share Holding

Category No. of shares Percentage
Total Foreign 22396739 12.80
Total Institutions 7228048 4.13
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 2558106 1.46
Total Promoters 125643643 71.81
Total Public & others 17135541 9.80
Total 174962077 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About D B Corp Ltd

D B Corp Limited (DBCL) is India's largest media conglomerate with presence across Print, Radio and Digital. The company is headquartered in Bhopal, Madhya Pradesh, India, with over 11,000 employees across the country. As India's largest print media company, DBCL publishes 6 newspapers - Dainik Bhaskar (46 editions), Divya Bhaskar (9 editions), Divya Marathi (6 editions), Saurashtra Samachar, DB Star and DB Post in 4 languages i.e., Hindi, Gujarati, Marathi and English. DBCL is present across 12 states in India with a footprint in Madhya Pradesh, Chhattisgarh, Rajasthan, Haryana, Punjab, Chandigarh, Himachal Pradesh, Delhi, Gujarat, Maharashtra, Jharkhand and Bihar. DBCL is the only media conglomerate that enjoys a leadership position in multiple states, in multiple languages and is either a clear leader or a formidable player in all its major markets. The company's other business interests span across radio and digital mediums. In the FM radio segment, the brand has a strong presence in '94.3 MY FM' available in 7 states and 30 cities creating a valuable package to advertisers in Tier II and III cities, where Dainik Bhaskar is already a leader in its print business. DBCL also has a strong online presence with 9 Internet portals with a very formidable and strong position in almost 67% of Indian language media space, in terms of Unique Visitors and Page Views. Further, it is the dominant No.1 digital player in various Indian languages, i.e., Hindi and Gujarati, alongside 4 actively available and well-used mobile apps - Dainik Bhaskar and Divya Bhaskar. D B Corp Ltd was incorporated on October 27, 1995 with the Multi-Tech Energy Ltd. In December 1, 2005, the name of the company was changed from Multi-Tech Energy Ltd to D B Corp Ltd. As per the scheme of arrangement, the business of publication, including the assets and liabilities, intellectual property rights, employees and printing of newspaper under the title 'Dainik Bhaskar' and 'Divya Bhaskar' and the wind farm business of Writers and Publishers Ltd were transferred to the company as a going concern with effect from April 1, 2005. In the year 2006, the company launched Ujjain, Sagar editions of 'Dainik Bhaskar' and Rajkot Edition of 'Divya Bhaskar'. Also, they launched a new edition of 'Dainik Bhaskar' in Punjab. The company's subsidiary, Synergy Media Entertainment Ltd acquired 17 licenses for their FM Radio operations and also launched operations in Jaipur. In the year 2007, the company launched Hindi edition of 'Dainik Bhaskar' from Ludhiana. They launched new edition of 'Divya Bhaskar' in Gujarat. Also, they entered into a publication license agreement with Diligent Media Corporation Ltd to print, edit, publish, circulate, and market the Newspaper DNA-Daily News & Analysis including its supplements, 'After Hrs.', 'DNA Sport', 'DNA Academy', 'DNA Life', 'DNA ME' and 'DNA YA' in the entire state of Gujarat. The company's subsidiary, Synergy Media Entertainment Ltd launched 13 FM radio stations at various locations in India. In June 2007, as per the scheme of arrangement, the internet division of Indiainfo was transferred to the company. In the year 2008, the company's new brand 'DB Star' was published from Indore and Bhopal. They launched 'Business Bhaskar' in Bhopal, Indore, Raipur, Panipat, New Delhi, Jalandhar and Ludhiana. Also, they entered into a publication license agreement with Diligent Media Corporation Ltd to print, edit, publish, circulate, and market editions of DNA-Daily News & Analysis including its supplements, 'After Hrs.', 'DNA Sport', 'DNA Academy', 'DNA Life', 'DNA ME' and 'DNA YA' in the entire state of Rajasthan. Their subsidiary, Synergy Media Entertainment Ltd launched three FM radio stations at Kota, Jabalpur and Raipur. During the year 2008-09, the company launched Dainik Bhaskar in Jagdalpur, Bhilai, Nagour, Pali, Ratlam, Shimla and Dehradun. In September 2008, they launched Business Bhaskar in New Delhi. In January 6, 2010, the equity shares of the company were on listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). In August 2010, the company launched the new edition of Dainik Bhaskar in Ranchi. In September 2010, the company launched Dainik Bhaskar at Bhatinda in Punjab and Itarsi in Madhya Pradesh. Also, the company launched full fledged printing centres in Sirohi and Barmet in Rajasthan for their brand Dainik Bhaskar to further strengthen their readership. During the financial year ended 31 March 2014, D B Corp Limited (DBCL) delivered a robust operating performance amidst a challenging market environment. Focus on sustaining and extending leadership in core markets, consistent focus on operational efficiencies as well as strong performance across print and non-print segments have enabled the company to report significant growth. Associations with leading media brands for exclusive, unique content and realignment of corporate sales and marketing strategy with the aim of providing greater focus to advertisers at every state level has contributed extensively in achieving the growth. With the necessary strategic platform already set at the start of the year, the company was able to capture higher ad revenue from regional markets under various segments. In Maharashtra, the company launched new editions at Akola and Amaravati. Divya Marathi maintained strong growth momentum across all 7 editions during the year. Apart from further building readership in the existing markets, the company also entered into the state of Bihar with the launch of Patna edition in Q4 March 2014. On the infrastructure front, the company continued to invest in upgrading the printing facilities to provide quality product at all the locations and building efficiencies of advanced technology. On the corporate front, DBCL integrated its internet and interactive mobile services business which was housed in its wholly-owned subsidiary I Media Corp Ltd. (IMCL) by demerging the same from IMCL and merging into DBCL. The demerger, which was approved by the High Court of Madhya Pradesh, Principal Seat at Jabalpur vide its order dated 27 March, 2014, became effective from 1 April 2013 (Appointed Date). This demerger brought the 3 major segments viz. Print, Radio & Internet under one company. As a result of this demerger, DBCL's wholly-owned subsidiary IMCL now carries out only events related business. During the year, DBCL sold its entire stake of 51 % held in Divya Prabhat Publications Private Limited (DPPPL) to Mr. Prabhat Sojatia and Mr. Sunil Sojatia by terminating the Shareholders' Agreement dated 1 October, 2011 executed between the two companies and members of the Sojatia family. Accordingly, DPPPL had ceased to be a subsidiary of DBCL effective close of business hours on 30 June 2013. During the financial year ended 31 March 2015, D B Corp Limited (DBCL) continued to focus on strengthening its presence in the existing markets of Rajasthan, Madhya Pradesh, Chhattisgarh, Gujarat, Chandigarh, Punjab, Haryana and Himachal Pradesh in its print media business. D B Corp Limited (DBCL) implemented advertisement yield strategy agenda, by taking a substantial hike in print media advertising rates, at the beginning of financial year 2015-16. It faced some resistance from advertisers and media agencies initially and hence, the advertising revenue growth witnessed yearly decline. During the year, DBCL successfully completed its Bihar roll-out. The company launched new editions in Bhagalpur, Gaya and Muzaffarpur, besides, 7 district editions, thus extending its reach and presence to the entire geography of Bihar. The company launched a broadsheet English language newspaper 'DB Post' from Bhopal. DB Post is a compact, smart product catering to the youth and English readership. It was launched as a crisp product to fill an important reader demand in the region, and has met with satisfactory interest. During the year, the company launched Money Bhaskar App, the first Multi-lingual Business app in India on the iOS and Android platforms. DBCL's Radio Business continued to perform exceptionally well in 2015-16. During the year, the radio business bagged new station license for 13 new radio stations in major Tier II cities of India, in majority of which DBCL has presence in print business as well. With regard to Digital Business, www.dainikbhaskar.com introduced video bulletin that enables the users to see and hear the news rather than just reading it crossing a 13 million video view during the month of March 2016. It helped to increase engagement and to cross the language barrier and tap the English reader who also watches Hindi video. During the year, www.moneybhaskar.com was launched in Gujarati for more localized and focused business news catering to the large Gujarati diaspora and business community. DB Digital introduced two new websites gadgets.bhaskar.com and food.bhaskar.com during the year under review. DB Digital saw a phenomenal growth in FY 2015-16 in terms of Unique Visitors (UV) and Page per Visit (PV). DB Digital subsuming of eleven digital portals has breached 1,197 million PV and 34 million UV mark. During the financial year ended 31 March 2017, D B Corp Limited (DBCL) maintained its focus on editorial strategy which has led to significant improvement in quality of editorial content, greater readership delight and growth. As per Press In India Report 2015-16 prepared by Registrar of Newspapers of India (RNI), Dainik Bhakar becomes the nation's largest circulated multi-edition daily. Dainik Bhaskar was awarded ISO-9001:2015 certification for Quality Management Systems in its newspaper distribution function and is probably the only newspaper organisation in India to receive such certification. The company's Radio Business continued to perform exceptionally well in FY 2016-17. DB Digital saw a phenomenal growth in FY 2016-17 in terms of Unique Visitors (UV) and Page per Visit (PV). During FY 2016-17, DB Digital leveraged its various assets. DBCL introduced a live video streaming platform called Bhaskar Live' and a UGC video platform for its readers to share their live feeds and reach out to 90 million users. On 1 August 2016, DBCL launched its real estate portal homeonline.com. It offers end to end services to home buyers from purchase to shifting into new house offering value added services - Vaastu compliance, home decor, furnishings, maintenance, etc. In a span of 8 months, Homeonline.com served more than ~100K property seekers online, connecting 10,000+ property owners with home seekers in Bhopal and Raipur. During the year under review, DBCL diluted its entire shareholding in I Media Corp Limited (IMCL) to DB Infomedia Pvt. Ltd. (DBIPL) for a lumpsum consideration, thereby making it a step-down subsidiary of the company and a wholly-owned subsidiary of DBIPL. During the year, DBCL consolidated its shareholding held in DBIPL by purchase of 5,000 shares from the minority shareholder. The said purchase was in accordance with the terms of Share Subscription and Shareholders' Agreement dated 16 April 2015 executed by the company with the minority shareholder and DBIPL. Consequent to the purchase, DBIPL has become wholly-owned subsidiary of DBCL. As per the terms of Share Subscription and Shareholders' Agreement executed by DBCL with DBIPL and the minority shareholder, DBCL had subscribed to 10,00,000 0.01% Compulsorily Convertible Debentures (CCDs) of Rs. 10/- each. As per the terms of issue, the said CCDs were converted into equivalent number of equity shares and accordingly 10,00,000 equity shares of face value of Rs. 10/- each were allotted to DBCL by the Board of DBIPL. During the year under review, upon recommendations of the Audit Committee, the Board of Directors of DBCL at its meeting held on 19 January 2017 approved a Composite Scheme of Arrangement and Amalgamation between DBCL and its subsidiaries; I Media Corp Limited (IMCL / Transferor Company) and DB Infomedia Private Limited (DBIPL / Demerged Company / Transferee Company). Under this Composite Scheme, IMCL was proposed to be amalgamated into DBIPL and thereafter, the Internet Business of DBIPL was to be hived-off / demerged into DBCL. The said Composite Scheme was approved by the Board of respective subsidiary companies as well. However, at the meeting held on 18 May 2017, the Board of Directors upon recommendation of the Audit Committee, re-evaluated the validity of the above Scheme and came to the conclusion that in light of the current business environment, the proposed Composite Scheme will no longer give any extra benefits to the company and its stakeholders. Hence, a decision was taken to withdraw the Composite Scheme of Arrangement and Amalgamation as aforesaid and not to be acted upon further. During the financial year ended 31 March 2018, D B Corp Limited (DBCL) maintained its focus on editorial strategy which has led to significant improvement in quality of editorial content, greater readership delight and growth. Dainik Bhaskar newspaper continues to be the Nation's largest circulated multi-edition daily as per Press In India Report 2016-17 prepared by the Registrar of Newspapers of India (RNI). During FY 2017-18, the company's circulation strategy was complemented by strong editorial and product enrichment efforts along with unique and impactful reader engagement initiatives. During the year under review, the company executed a challenging and ambitious Circulation Expansion strategy in its legacy markets of Rajasthan, Gujarat and in the newer market of Bihar. The circulation copies increased from an average of 50.4 lakh copies at the start of the initiative in July 2017 to 57.9 lakh copies by the end of the year i.e. a growth of around 15% in a 9-month's period; and this entire circulation increase was achieved at a higher cover price. Dainik Bhaskar also marked their expansion into Gujarat and launched the Surat edition on 30 April 2017, establishing a strong presence in a large cosmopolitan city with almost 28 lakhs of the non-Gujarati speaking population. Dainik Bhaskar successfully tapped the existing potential amongst Surat's non-Gujarati speaking, multicultural, industrialised households, who have migrated from neighbouring states like Rajasthan, NCR, Punjab, Haryana UP, Bihar, Jharkhand and Uttarakhand. The company's Radio Business continued to perform exceptionally well in FY 2017-18. MY FM completed the fastest roll out of all 13 newly acquired stations under Batch I of Phase III and expanded the company's reach to 7 states across 30 cities, being the largest player in the Rest of Maharashtra and No. 1 in Chandigarh / Haryana / Punjab / Rajasthan / Madhya Pradesh and Chhattisgarh. Innovative and unique activation initiatives were undertaken throughout the fiscal that strengthened 94.3 MY FM's connect with listeners and leading consumer brands alike. During the year under review, DB Digital's focus was strongly on technology for continuous optimisation, better user engagement and maximising ROI to advertisers. DB Digital launched Wisdom' an in-house analytics and data intelligence proprietary tool that supports the editorial team with real-time insights on content. The company's real estate portal homeonline.com served more than ~1.3 mn home-seeking users online, connecting 80,000+ home seekers with property owners/ builders in Bhopal, Raipur, Indore, Jaipur and Ahmedabad. More than 75,000 properties and 900+ projects were made available to home seekers in Bhopal, Raipur, Indore, Jaipur and Ahmedabad. DBCL's shareholders approved Buyback proposal for buy-back of up to 92,00,000 fully paid-up equity shares of Rs. 10/- each (being approx. 5% of the total paid-up equity share capital of the Company as on 31st March, 2018) at a price of Rs. 340/- per equity share on a proportionate basis through tender offer for an aggregate amount of Rs. 312.80 crore (excluding transaction cost viz. brokerage, applicable taxes such as securities transaction tax, stamp duty and goods and service tax, etc.). The approval for Buyback proposal was accorded by the shareholders of the company by passing the enabling Special Resolution through Postal Ballot as per statutory requirements in this regard, the results of which were declared by the company on 7 July 2018. The Record Date for determining the eligibility of the shareholders to participate in the Buyback is set as 18 July 2018. The company will be completing the Buyback within 12 months from the date of Special Resolution passed approving the proposed Buyback. During FY 2019, the Company launched new readers' engagement scheme Run Banao Karodon Ke Inaam Paao' to encash the ensuing cricket season - starting from India-Australia series, followed by IPL and then ICC World Cup. Shikhar Dhawan was roped in as an ambassador to garner interest among non-readers, which duly reflected in the circulation number. In FY 2019, the Company launched Mahabharat 2019' an exclusive drive at Pan-India level on Lok Sabha election with the introduction of special election jacket and special election pages. The initiative continues to gather huge readership appeal through various special properties on election with the aim to bring extensive ground coverage and in-depth analysis for its readers. MY FM concluded a massive 360-degree campaign Aapki Marzi' for its listeners in Maharashtra in order to keep the content in sync with the listeners' expectations. Marathi content was expanded across the stations in the state, basis the feedback received. MY FM launched this new show to infuse fun, positive and light-hearted listening during the late evening time featuring the non-clich on-air friend Dev' in FY19. In FY 2019, the company launched Paison ka Ped' in 11 cities - India's First Radio Reality Show where people from various walks of life are selected through a series of auditions and interviews. In FY 2019, MY FM Jashn' concluded in Jaipur and Indore. Events were starred by two mega artist Vipul Goel (Stand-up Comedian) and Kavi Sammelan Kumar Vishwas and Team which was attended by over 10,000 audiences in both the cities. In FY19, MY FM concluded the largest painting competition in Tier II and III markets with a participation of ~2.7 Lakh kids for Rangrezz' Season 5.In Print business, the Hansa Research Group undertook a commissioned Bihar Readership Research in July 2018 to gauge the readership of various Hindi Newspapers, their readership profile, key product consumptions, readers' engagement and brand satisfaction. As per this readership report, Dainik Bhaskar was at No. 2 position with an Average Issue Readership (AIR) of 9.11 Lakh, while the legacy player had an AIR of 9.98 Lakh readers.

D B Corp Ltd Chairman Speech

It is aptly said that great necessities call out great virtues to overcome tough times. The world today is grappling with unprecedented challenges. It is at times like these that we are even more thankful for the values and vision of our Late Chairman Shri Ramesh Chandra Ji Agarwal. As an organisation, we draw immense strength from the qualities of prowess, prudence and perseverance imbued by him and believe that these attributes will particularly prove valuable for navigating the uncertain times ahead.

The COVID-19 pandemic and the ensuing lockdown in several countries summed up what has been one of the most challenging periods for the global and Indian economy. India's protracted economic slowdown also led to an overall reduction in the advertising revenues available to the advertising industry. In the backdrop of this, we are happy to report that D. B. Corp Ltd. has risen to the challenges and made significant gains to maintain its position as India's largest and most widely circulated newspaper group [Audit Bureau of Circulations (ABC), July-December 2019].

The Newspaper Business - Growing from strength to strength

Editorial Strategy

Our efforts in recent years have been to unify our editorial philosophy while ensuring that we remain connected to the roots of the markets in which we operate. To this end, we embed reader-centricity through our approach of ‘Kendra Mein Pathak' (Reader at the core) and drive knowledge by pursuing the theme of ‘Har Zaroori Khabar Mein Hoga Aapke Kaam Ka Knowledge' (news carrying knowledge you can use). Our editorial philosophy has helped us to not only meet our readers' expectations but go beyond and create a deeper connect with our audiences.

Our unwavering endeavour to augment our audience connect through innovative initiatives is reaping the desired results. As per the Indian Readership Survey (IRS 2019, Q4) results, Dainik Bhaskar Group is the largest newspaper group of India. Further, Dainik Bhaskar has not only maintained its dominant position but has also achieved a significant lead over competition in most of the markets.

In Rajasthan, Dainik Bhaskar has become the No.1 newspaper across all metrics i.e., in terms of readership as per IRS 2019 Q4 data as well as circulation as per ABC (July-December 2019) data.

As per the Indian Readership Survey (IRS) 2019 Q4 Report, Dainik Bhaskar Group is the largest newspaper group of India. Further, Dainik Bhaskar has not only maintained its dominant position but has also achieved a significant lead over competition in most of the markets.

I am also pleased to share that, underpinned by our prowess, prudence and perseverance, the Dainik Bhaskar Group stands as the torchbearer of readership growth.

Over the past two years, we have added 74.51 lakh total readers, which translates into a growth of 12.66%, majorly in our legacy markets of Madhya Pradesh, Chhattisgarh, Rajasthan, Haryana, Punjab, Gujarat and in the relatively new market of Bihar.

Circulation Strategy

Even as new mediums of information increasingly emerge, our editorial philosophy has ensured that we stay relevant to our readers. The Dainik Bhaskar Group continues to strive harder as it attains new milestones in circulation, underscoring the success of a focussed circulation strategy. This has helped the Group earn many laurels, the most heartening being Dainik Bhaskar featuring amongst the ‘World's Top 3 Most Circulated Newspapers' in 2019, as per WAN IFRA's World Press Trends 2019. Dainik Bhaskar is the only newspaper from India to have featured in top 3 global newspapers.

As per the recent ABC Report for the period July-December 2019, Dainik Bhaskar Group continues to remain as the ‘Highest Circulated Newspaper Group in India' with 54.41 lakh copies. This resilient position has been achieved

by demonstrating consistent growth and market share gain in many of the key markets. In Rajasthan, for example, with 16.44 lakh copies and a notable lead, Dainik Bhaskar attained the leadership position [Source: ABC (July- December 2019) data]. In the newer market of Bihar, we are strengthening our market position and have become the clear No. 2 player in overall Bihar as well as in key urban cities of the state, all achieved in a short span of time. In Gujarat, we have gained market share, while maintaining dominant position in Madhya Pradesh and Chandigarh- Punjab-Haryana (CPH).

The Radio Business - Creating new avenues

In the Radio Business, D. B. Corp Ltd. continues to be the largest player in Rest of Maharashtra and maintains leadership position in Chandigarh, Haryana Punjab, Rajasthan, Madhya Pradesh and Chhattisgarh. MY FM has been strategically aimed at Tier II and Tier III radio networks, as these markets are fuelling the growth of the Indian economy and are potential strong growth engines for the Dainik Bhaskar Group as well. 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' (Let's listen to something cheerful today), 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 Digital Business - Complementing our print strategy

We are using our print media expertise and experience to offer our audiences rich, quality-led content in the digital format. We intensified our focus on strengthening our loyal user base by revamping our direct properties including our apps and websites on Android and iOS devices. Seeing the potential in online to complement our traditional business, our technology infrastructure has been completely revamped to enable a high level of data analysis, experimentation and personalisation. We continue to focus on technology for continuous product optimisation to enable long-term growth and monetisation strategy. In this digital era, there is an immense opportunity for our online offerings and we are geared to leverage the same on the back of our customer-centric approach.

Our Financial Performance

Cost Rationalisation Measures

Committed to continuous improvement, after another year of good performance in FY 2018-19, we had embarked on

a cost rationalisation drive. Of course, we never anticipated a global pandemic, but nonetheless, these measures have borne fruit. Automation drives, consistent investment in upgrading our assets and a firm control on expenses have not only reined-in our overall costs but have also helped us become a leaner and fitter organisation. Coupled with the fact that newsprint prices continued a downward trajectory during the past fiscal, our laser-like focus on costs was a bonus for securing profitability.

Strengthening our Balance Sheet

Our debt-free balance sheet provides financial robustness, and we are happy to report that this year too, we are well- placed to face future challenges. The Company continues to generate free cash flows that not only puts it in a strong position, but also provides great confidence to our teams as they are able to see the results of their efforts.

Financial Performance

For FY 2019-20, our Company reported a PAT of Rs. 2,750 million (after considering forex loss of Rs. 116 million) with a PAT margin of 12%. EBIDTA for the year stood at Rs. 4,940 million, resulting in an EBITDA margin of 22%.

Rewarding our Shareholders

Being a positive cash generating Company, our ethos has always been to ensure that we return surplus funds to our shareholders. Over the past many years, we have returned

With our brand philosophy of ‘Aaj Kuch Achcha Sunte Hain' (Let's listen to something cheerful today), 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.

Our three-pronged strategy of safeguarding the safety of our stakeholders, ensuring that our newspaper reaches our readers every morning and helping businesses advertise through innovation has earned us strong praise from our readers and advertisers alike. almost two-thirds of our profits to shareholders as dividend. This year, too, we have already declared 100% dividend i.e., Rs. 10 per share on face value of Rs 10 per share as dividend, which works out to 77% pay-out (including dividend tax) of our net profit.

COVID-19 - A global pandemic with local reverberations

Impact on our Business

The declaration of the nationwide lockdown resulted in a sudden fall in newspaper circulation, mainly due to shutting down of cash sale counters like railway stations, bus depots and book stalls. The circulation of copies in offices and shops was also impacted during this period. However, residential societies, apartments and families continued to consume newspapers with minor impact. With dedicated awareness campaigns by experts to clear the myth that newspaper carry virus, circulation has largely recovered in April-June 2020 to around 80-85% level and is expected to reach normalcy once complete lockdown is lifted. The upside was that as people were confined to their homes, they spent a greater amount of time reading newspapers, as indicated by market research. We are hopeful that this habit of readers will continue and prove beneficial to our industry.

We take pride in informing you that we continued the operations of our newspapers without any interruption for all our 65 editions, across states. We especially appreciate the efforts put in by the production, editorial, sales and other team members for ensuring continuity of operations, both on the production as well as distribution side. While some of us were able to work from home, newspaper reporting, publishing, printing and distribution required our staff to be out in the field and our teams delivered consistently during this challenging time.

Our three-pronged strategy of safeguarding the safety of our stakeholders, ensuring that our newspaper reaches our readers every morning and helping businesses advertise through innovation has earned us strong praise from our readers and advertisers alike.

The Way Forward

While human spirit and science will eventually win the fight against the pandemic, we are finding ourselves facing a different world till normalcy returns. During these times, we have strengthened our resolve to ensure that we capitalise on every available opportunity while keeping our readers at the centre of all our efforts. We are confident that our approach of working for our stakeholders, with our stakeholders will ensure that we progress together.

Let me take this opportunity to thank our Board of Directors, Stakeholders for the encouragement and unstinted support and to our team for their untiring efforts to drive this company to greater heights.

Best Regards,

Sudhir Agarwal

   

D B Corp Ltd Company History

D B Corp Limited (DBCL) is India's largest media conglomerate with presence across Print, Radio and Digital. The company is headquartered in Bhopal, Madhya Pradesh, India, with over 11,000 employees across the country. As India's largest print media company, DBCL publishes 6 newspapers - Dainik Bhaskar (46 editions), Divya Bhaskar (9 editions), Divya Marathi (6 editions), Saurashtra Samachar, DB Star and DB Post in 4 languages i.e., Hindi, Gujarati, Marathi and English. DBCL is present across 12 states in India with a footprint in Madhya Pradesh, Chhattisgarh, Rajasthan, Haryana, Punjab, Chandigarh, Himachal Pradesh, Delhi, Gujarat, Maharashtra, Jharkhand and Bihar. DBCL is the only media conglomerate that enjoys a leadership position in multiple states, in multiple languages and is either a clear leader or a formidable player in all its major markets. The company's other business interests span across radio and digital mediums. In the FM radio segment, the brand has a strong presence in '94.3 MY FM' available in 7 states and 30 cities creating a valuable package to advertisers in Tier II and III cities, where Dainik Bhaskar is already a leader in its print business. DBCL also has a strong online presence with 9 Internet portals with a very formidable and strong position in almost 67% of Indian language media space, in terms of Unique Visitors and Page Views. Further, it is the dominant No.1 digital player in various Indian languages, i.e., Hindi and Gujarati, alongside 4 actively available and well-used mobile apps - Dainik Bhaskar and Divya Bhaskar. D B Corp Ltd was incorporated on October 27, 1995 with the Multi-Tech Energy Ltd. In December 1, 2005, the name of the company was changed from Multi-Tech Energy Ltd to D B Corp Ltd. As per the scheme of arrangement, the business of publication, including the assets and liabilities, intellectual property rights, employees and printing of newspaper under the title 'Dainik Bhaskar' and 'Divya Bhaskar' and the wind farm business of Writers and Publishers Ltd were transferred to the company as a going concern with effect from April 1, 2005. In the year 2006, the company launched Ujjain, Sagar editions of 'Dainik Bhaskar' and Rajkot Edition of 'Divya Bhaskar'. Also, they launched a new edition of 'Dainik Bhaskar' in Punjab. The company's subsidiary, Synergy Media Entertainment Ltd acquired 17 licenses for their FM Radio operations and also launched operations in Jaipur. In the year 2007, the company launched Hindi edition of 'Dainik Bhaskar' from Ludhiana. They launched new edition of 'Divya Bhaskar' in Gujarat. Also, they entered into a publication license agreement with Diligent Media Corporation Ltd to print, edit, publish, circulate, and market the Newspaper DNA-Daily News & Analysis including its supplements, 'After Hrs.', 'DNA Sport', 'DNA Academy', 'DNA Life', 'DNA ME' and 'DNA YA' in the entire state of Gujarat. The company's subsidiary, Synergy Media Entertainment Ltd launched 13 FM radio stations at various locations in India. In June 2007, as per the scheme of arrangement, the internet division of Indiainfo was transferred to the company. In the year 2008, the company's new brand 'DB Star' was published from Indore and Bhopal. They launched 'Business Bhaskar' in Bhopal, Indore, Raipur, Panipat, New Delhi, Jalandhar and Ludhiana. Also, they entered into a publication license agreement with Diligent Media Corporation Ltd to print, edit, publish, circulate, and market editions of DNA-Daily News & Analysis including its supplements, 'After Hrs.', 'DNA Sport', 'DNA Academy', 'DNA Life', 'DNA ME' and 'DNA YA' in the entire state of Rajasthan. Their subsidiary, Synergy Media Entertainment Ltd launched three FM radio stations at Kota, Jabalpur and Raipur. During the year 2008-09, the company launched Dainik Bhaskar in Jagdalpur, Bhilai, Nagour, Pali, Ratlam, Shimla and Dehradun. In September 2008, they launched Business Bhaskar in New Delhi. In January 6, 2010, the equity shares of the company were on listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). In August 2010, the company launched the new edition of Dainik Bhaskar in Ranchi. In September 2010, the company launched Dainik Bhaskar at Bhatinda in Punjab and Itarsi in Madhya Pradesh. Also, the company launched full fledged printing centres in Sirohi and Barmet in Rajasthan for their brand Dainik Bhaskar to further strengthen their readership. During the financial year ended 31 March 2014, D B Corp Limited (DBCL) delivered a robust operating performance amidst a challenging market environment. Focus on sustaining and extending leadership in core markets, consistent focus on operational efficiencies as well as strong performance across print and non-print segments have enabled the company to report significant growth. Associations with leading media brands for exclusive, unique content and realignment of corporate sales and marketing strategy with the aim of providing greater focus to advertisers at every state level has contributed extensively in achieving the growth. With the necessary strategic platform already set at the start of the year, the company was able to capture higher ad revenue from regional markets under various segments. In Maharashtra, the company launched new editions at Akola and Amaravati. Divya Marathi maintained strong growth momentum across all 7 editions during the year. Apart from further building readership in the existing markets, the company also entered into the state of Bihar with the launch of Patna edition in Q4 March 2014. On the infrastructure front, the company continued to invest in upgrading the printing facilities to provide quality product at all the locations and building efficiencies of advanced technology. On the corporate front, DBCL integrated its internet and interactive mobile services business which was housed in its wholly-owned subsidiary I Media Corp Ltd. (IMCL) by demerging the same from IMCL and merging into DBCL. The demerger, which was approved by the High Court of Madhya Pradesh, Principal Seat at Jabalpur vide its order dated 27 March, 2014, became effective from 1 April 2013 (Appointed Date). This demerger brought the 3 major segments viz. Print, Radio & Internet under one company. As a result of this demerger, DBCL's wholly-owned subsidiary IMCL now carries out only events related business. During the year, DBCL sold its entire stake of 51 % held in Divya Prabhat Publications Private Limited (DPPPL) to Mr. Prabhat Sojatia and Mr. Sunil Sojatia by terminating the Shareholders' Agreement dated 1 October, 2011 executed between the two companies and members of the Sojatia family. Accordingly, DPPPL had ceased to be a subsidiary of DBCL effective close of business hours on 30 June 2013. During the financial year ended 31 March 2015, D B Corp Limited (DBCL) continued to focus on strengthening its presence in the existing markets of Rajasthan, Madhya Pradesh, Chhattisgarh, Gujarat, Chandigarh, Punjab, Haryana and Himachal Pradesh in its print media business. D B Corp Limited (DBCL) implemented advertisement yield strategy agenda, by taking a substantial hike in print media advertising rates, at the beginning of financial year 2015-16. It faced some resistance from advertisers and media agencies initially and hence, the advertising revenue growth witnessed yearly decline. During the year, DBCL successfully completed its Bihar roll-out. The company launched new editions in Bhagalpur, Gaya and Muzaffarpur, besides, 7 district editions, thus extending its reach and presence to the entire geography of Bihar. The company launched a broadsheet English language newspaper 'DB Post' from Bhopal. DB Post is a compact, smart product catering to the youth and English readership. It was launched as a crisp product to fill an important reader demand in the region, and has met with satisfactory interest. During the year, the company launched Money Bhaskar App, the first Multi-lingual Business app in India on the iOS and Android platforms. DBCL's Radio Business continued to perform exceptionally well in 2015-16. During the year, the radio business bagged new station license for 13 new radio stations in major Tier II cities of India, in majority of which DBCL has presence in print business as well. With regard to Digital Business, www.dainikbhaskar.com introduced video bulletin that enables the users to see and hear the news rather than just reading it crossing a 13 million video view during the month of March 2016. It helped to increase engagement and to cross the language barrier and tap the English reader who also watches Hindi video. During the year, www.moneybhaskar.com was launched in Gujarati for more localized and focused business news catering to the large Gujarati diaspora and business community. DB Digital introduced two new websites gadgets.bhaskar.com and food.bhaskar.com during the year under review. DB Digital saw a phenomenal growth in FY 2015-16 in terms of Unique Visitors (UV) and Page per Visit (PV). DB Digital subsuming of eleven digital portals has breached 1,197 million PV and 34 million UV mark. During the financial year ended 31 March 2017, D B Corp Limited (DBCL) maintained its focus on editorial strategy which has led to significant improvement in quality of editorial content, greater readership delight and growth. As per Press In India Report 2015-16 prepared by Registrar of Newspapers of India (RNI), Dainik Bhakar becomes the nation's largest circulated multi-edition daily. Dainik Bhaskar was awarded ISO-9001:2015 certification for Quality Management Systems in its newspaper distribution function and is probably the only newspaper organisation in India to receive such certification. The company's Radio Business continued to perform exceptionally well in FY 2016-17. DB Digital saw a phenomenal growth in FY 2016-17 in terms of Unique Visitors (UV) and Page per Visit (PV). During FY 2016-17, DB Digital leveraged its various assets. DBCL introduced a live video streaming platform called Bhaskar Live' and a UGC video platform for its readers to share their live feeds and reach out to 90 million users. On 1 August 2016, DBCL launched its real estate portal homeonline.com. It offers end to end services to home buyers from purchase to shifting into new house offering value added services - Vaastu compliance, home decor, furnishings, maintenance, etc. In a span of 8 months, Homeonline.com served more than ~100K property seekers online, connecting 10,000+ property owners with home seekers in Bhopal and Raipur. During the year under review, DBCL diluted its entire shareholding in I Media Corp Limited (IMCL) to DB Infomedia Pvt. Ltd. (DBIPL) for a lumpsum consideration, thereby making it a step-down subsidiary of the company and a wholly-owned subsidiary of DBIPL. During the year, DBCL consolidated its shareholding held in DBIPL by purchase of 5,000 shares from the minority shareholder. The said purchase was in accordance with the terms of Share Subscription and Shareholders' Agreement dated 16 April 2015 executed by the company with the minority shareholder and DBIPL. Consequent to the purchase, DBIPL has become wholly-owned subsidiary of DBCL. As per the terms of Share Subscription and Shareholders' Agreement executed by DBCL with DBIPL and the minority shareholder, DBCL had subscribed to 10,00,000 0.01% Compulsorily Convertible Debentures (CCDs) of Rs. 10/- each. As per the terms of issue, the said CCDs were converted into equivalent number of equity shares and accordingly 10,00,000 equity shares of face value of Rs. 10/- each were allotted to DBCL by the Board of DBIPL. During the year under review, upon recommendations of the Audit Committee, the Board of Directors of DBCL at its meeting held on 19 January 2017 approved a Composite Scheme of Arrangement and Amalgamation between DBCL and its subsidiaries; I Media Corp Limited (IMCL / Transferor Company) and DB Infomedia Private Limited (DBIPL / Demerged Company / Transferee Company). Under this Composite Scheme, IMCL was proposed to be amalgamated into DBIPL and thereafter, the Internet Business of DBIPL was to be hived-off / demerged into DBCL. The said Composite Scheme was approved by the Board of respective subsidiary companies as well. However, at the meeting held on 18 May 2017, the Board of Directors upon recommendation of the Audit Committee, re-evaluated the validity of the above Scheme and came to the conclusion that in light of the current business environment, the proposed Composite Scheme will no longer give any extra benefits to the company and its stakeholders. Hence, a decision was taken to withdraw the Composite Scheme of Arrangement and Amalgamation as aforesaid and not to be acted upon further. During the financial year ended 31 March 2018, D B Corp Limited (DBCL) maintained its focus on editorial strategy which has led to significant improvement in quality of editorial content, greater readership delight and growth. Dainik Bhaskar newspaper continues to be the Nation's largest circulated multi-edition daily as per Press In India Report 2016-17 prepared by the Registrar of Newspapers of India (RNI). During FY 2017-18, the company's circulation strategy was complemented by strong editorial and product enrichment efforts along with unique and impactful reader engagement initiatives. During the year under review, the company executed a challenging and ambitious Circulation Expansion strategy in its legacy markets of Rajasthan, Gujarat and in the newer market of Bihar. The circulation copies increased from an average of 50.4 lakh copies at the start of the initiative in July 2017 to 57.9 lakh copies by the end of the year i.e. a growth of around 15% in a 9-month's period; and this entire circulation increase was achieved at a higher cover price. Dainik Bhaskar also marked their expansion into Gujarat and launched the Surat edition on 30 April 2017, establishing a strong presence in a large cosmopolitan city with almost 28 lakhs of the non-Gujarati speaking population. Dainik Bhaskar successfully tapped the existing potential amongst Surat's non-Gujarati speaking, multicultural, industrialised households, who have migrated from neighbouring states like Rajasthan, NCR, Punjab, Haryana UP, Bihar, Jharkhand and Uttarakhand. The company's Radio Business continued to perform exceptionally well in FY 2017-18. MY FM completed the fastest roll out of all 13 newly acquired stations under Batch I of Phase III and expanded the company's reach to 7 states across 30 cities, being the largest player in the Rest of Maharashtra and No. 1 in Chandigarh / Haryana / Punjab / Rajasthan / Madhya Pradesh and Chhattisgarh. Innovative and unique activation initiatives were undertaken throughout the fiscal that strengthened 94.3 MY FM's connect with listeners and leading consumer brands alike. During the year under review, DB Digital's focus was strongly on technology for continuous optimisation, better user engagement and maximising ROI to advertisers. DB Digital launched Wisdom' an in-house analytics and data intelligence proprietary tool that supports the editorial team with real-time insights on content. The company's real estate portal homeonline.com served more than ~1.3 mn home-seeking users online, connecting 80,000+ home seekers with property owners/ builders in Bhopal, Raipur, Indore, Jaipur and Ahmedabad. More than 75,000 properties and 900+ projects were made available to home seekers in Bhopal, Raipur, Indore, Jaipur and Ahmedabad. DBCL's shareholders approved Buyback proposal for buy-back of up to 92,00,000 fully paid-up equity shares of Rs. 10/- each (being approx. 5% of the total paid-up equity share capital of the Company as on 31st March, 2018) at a price of Rs. 340/- per equity share on a proportionate basis through tender offer for an aggregate amount of Rs. 312.80 crore (excluding transaction cost viz. brokerage, applicable taxes such as securities transaction tax, stamp duty and goods and service tax, etc.). The approval for Buyback proposal was accorded by the shareholders of the company by passing the enabling Special Resolution through Postal Ballot as per statutory requirements in this regard, the results of which were declared by the company on 7 July 2018. The Record Date for determining the eligibility of the shareholders to participate in the Buyback is set as 18 July 2018. The company will be completing the Buyback within 12 months from the date of Special Resolution passed approving the proposed Buyback. During FY 2019, the Company launched new readers' engagement scheme Run Banao Karodon Ke Inaam Paao' to encash the ensuing cricket season - starting from India-Australia series, followed by IPL and then ICC World Cup. Shikhar Dhawan was roped in as an ambassador to garner interest among non-readers, which duly reflected in the circulation number. In FY 2019, the Company launched Mahabharat 2019' an exclusive drive at Pan-India level on Lok Sabha election with the introduction of special election jacket and special election pages. The initiative continues to gather huge readership appeal through various special properties on election with the aim to bring extensive ground coverage and in-depth analysis for its readers. MY FM concluded a massive 360-degree campaign Aapki Marzi' for its listeners in Maharashtra in order to keep the content in sync with the listeners' expectations. Marathi content was expanded across the stations in the state, basis the feedback received. MY FM launched this new show to infuse fun, positive and light-hearted listening during the late evening time featuring the non-clich on-air friend Dev' in FY19. In FY 2019, the company launched Paison ka Ped' in 11 cities - India's First Radio Reality Show where people from various walks of life are selected through a series of auditions and interviews. In FY 2019, MY FM Jashn' concluded in Jaipur and Indore. Events were starred by two mega artist Vipul Goel (Stand-up Comedian) and Kavi Sammelan Kumar Vishwas and Team which was attended by over 10,000 audiences in both the cities. In FY19, MY FM concluded the largest painting competition in Tier II and III markets with a participation of ~2.7 Lakh kids for Rangrezz' Season 5.In Print business, the Hansa Research Group undertook a commissioned Bihar Readership Research in July 2018 to gauge the readership of various Hindi Newspapers, their readership profile, key product consumptions, readers' engagement and brand satisfaction. As per this readership report, Dainik Bhaskar was at No. 2 position with an Average Issue Readership (AIR) of 9.11 Lakh, while the legacy player had an AIR of 9.98 Lakh readers.

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

   

D B Corp Ltd Company Background

Sudhir Agarwal
Incorporation Year1995
Registered OfficeP No280 Near YMCA Club Makarba,Sarkhej-Gandhinagar Highway
Ahmedabad,Gujarat-380051
Telephone91-79-39888850,Managing Director
Fax91-79-39814001
Company SecretaryAnita Gokhale
AuditorPrice Waterhouse & Co Chartered Accountants LLP
Face Value10
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

D B Corp Ltd Company Management

Director NameDirector DesignationYear
Sudhir Agarwal Managing Director 2021
Girish Agarwal Director 2021
Pawan Agarwal Deputy Managing Director 2021
Ashwani Kumar B Singhal Independent Director 2021
Anita Gokhale Company Secretary 2021
Anupriya Acharya Independent Director 2021
Santosh Ramesh Desai Independent Director 2021

D B Corp Ltd Listing Information

Listing Information
BSESMALLCA
CNXMEDIA
BSEALLCAP
GOODSSERVI

D B Corp Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Advertisement Revenue NA 0001564.047
News Papers No 000509.112
Sale of Services NA 000110.911
Sale of Wastage NA 00024.018
Event Managment Services NA 00012.471
Magazines NA 0003.047
Sale of Power Uni0000.093
Sales NA 0000
Other Operating Income NA 0000
Cold Set Machines No 0000
heat Set Machines No 0000
wastage Sale NA 0000
Magazines (Copies) No 0000
Newspaper (Copies) No 0000

Contact us Contact us