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D B Corp Ltd.

BSE: 533151 Sector: Media
NSE: DBCORP ISIN Code: INE950I01011
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VOLUME 1852
52-Week high 447.85
52-Week low 286.55
P/E 18.30
Mkt Cap.(Rs cr) 6650.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 364.30
CLOSE 364.05
VOLUME 1852
52-Week high 447.85
52-Week low 286.55
P/E 18.30
Mkt Cap.(Rs cr) 6650.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

D B Corp Ltd. (DBCORP) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting to you the 20th Annual Reporttogether with the Balance Sheet and Statement of Profit and Loss for the year ended 31stMarch 2016.

FINANCIAL HIGHLIGHTS (STANDALONE RESULTS)

' in million

Particulars 2015-16 2014-15
Revenue from operations 20507 20090
Other Income 282 257
Total Revenue 20789 20347
Operating expenditure 15128 14461
EBITDA 5661 5886
EBITDA Margin (%) 27.23% 28.92%
Finance Cost 92 76
Depreciation & Amortisation 877 881
Total Expenditure 16097 15418
Profit Before Tax 4692 4929
Provision for Current Tax Deferred Tax & Other Tax Expenses 1690 1759
Profit After Tax (PAT) 3002 3170
PAT Margin (%) 14.44% 15.58%

FINANCIAL HIGHLIGHTS (CONSOLIDATED RESULTS)

' in million

Particulars 2015-16 2014-15
Revenue from operations 20519 20096
Other Income 281 257
Total Revenue 20800 20353
Operating expenditure 15173 14474
EBITDA 5627 5879
EBITDA Margin (%) 27.05% 28.90%
Finance Cost 92 76
Depreciation & Amortisation 878 881
Total Expenditure 16143 15431
Profit Before Tax 4657 4922
Provision for Current Tax Deferred Tax & Other Tax Expenses 1690 1759
Profit After Tax (before minority interest) 2966 3163
PAT Margin (%) 14.26% 15.5%
Dividend as % of Paid-up Share Capital 110% 77.5%

REVIEW OF PERFORMANCE

Print Business

During the financial year 2015-16 Indian economy showed some improvement over lastyear but it continued to grow at a slower pace. Further your Company implementedadvertisement yield strategy agenda by taking a substantial hike in advertising rates atthe beginning of financial year 2016. It faced some resistance from advertisers and mediaagencies initially and hence the advertising revenue growth witnessed yearly decline.However the same was adequately compensated through strong circulation revenue growth ofaround 16% mostly driven by rate growth. In spite of advertisement revenue decline yourCompany has delivered positive growth in total revenues supported by well devisedcirculation growth and more efficient operations and cost management.

Performance highlights of your Company during the year under consideration are asfollows:

• Standalone revenue from operations and other income reached to ' 20789 millionwitnessing a growth of 2.17% as compared to ' 20347 million in the previous year

• Standalone advertising revenue de-grew at 2.35% to ' 14813 millionwhich includes revenue from print radio and digital media business.

• Circulation revenue grew at 16.02% to ' 4356 million from ' 3755million largely driven by rate growth. Circulation revenue has witnessed CAGR growth of15.24% for last 5 years largely driven by rate growth.

• Standalone Profit After Tax (PAT) for the year under review was ' 3002million. Last year's PAT was of ' 3170 million due to weakness in advertisementrevenue growth as explained above.

• The consolidated gross revenue increased to ' 20800 million from '20353 million in the previous year whereas the consolidated PAT stood at ' 2966million as against ' 3163 million.

• EBITDA margin of Print Business Matured Editions stands at 33.2%.

Emerging Editions / Business

In order to analyse the performance of the Company its divisions / editions aresegmented into emerging and matured editions / business as any new edition launched takesabout three to four years for stabilisation and for earnings.

Review of Performance of Emerging Editions / Business

' in million

Summary Financials (' in million) (Standalone Results)
Particulars Emerging Editions / Business Others Total

FY 2015-16

Turnover
- Advertisement Revenue 1230 13583 14813
- Sales 509 3847 4356
- Others 143 1476 1619
Total Income 1882 18906 20788
Newsprint Cost 890 5296 6186
Opex 1330 7611 8942
Total Cost 2220 12907 15127
EBITDA -338 5999 5661
EBITDA Margin (%) -17.97% 31.73% 27.23%
Interest 17 75 92
Depreciation 98 779 877
PBT -453 5145 4692
PBT Margin (%) -24% 27% 23%

Emerging editions include editions in newly launched states of Bihar Maharashtra andfew editions of Jharkhand. It also includes the newly launched mobile application divisionand e-Real Estate division during FY 2015-16. Revenues from emerging editions havereported strong growth. At the same time mature editions / business has been able toreport good EBITDA margins at 31.73% on the background of correction in newsprint pricesand strict control over other expenditures.

Emerging editions are classified as those editions which are below four years of age orwhich have turned profitable in last four quarters whichever is earlier.

Radio Business

94.3 MY FM is the largest radio network of the Tier II and Tier III cities spreadacross seven states and 17 cities commanding a leadership rank in almost all of itsmarkets both in terms of listenership as well as retail market share.

The Radio Business of your Company continued to perform exceptionally well in thisfinancial year. Total income of the division increased from ' 960 million duringthe previous year to ' 1076 million during the year under review which is a growthof 12.04% one of the best among the Radio players. EBITDA has grown by 1.65% at '400 million. EBITDA margin is 37.19% which is the best among the radio players.

Digital Business

DBCL's web properties continue to expand their viewership base and are following anaggressive growth trajectory. www.dainikbhaskar.comcontinues to be the #1 Hindi news site as well as the #1 website in Hindi on the internet.Similarly www.divyabhaskar.com is the #1Gujarati news site as well as the #1 website in Gujarati on the internet. DBCL's otherwebsites are the Marathi news website www.divyamarathi.comand the English news site www.dailybhaskar.com.

Digital business of your Company covers its existing news websites in multiplelanguages classified portals covering entertainment fashion religious content sportsbusiness gadgets and food mobile application and real estate portal business and newlylaunched divisions of videos and news bulletin. Comscore has declared www.dainikbhaskar.com as the overall no. 2website in news segment in India. www.dainikbhaskar.comintroduced video bulletin that enables the users to see and hear the news rather than justreading it crossing a 13 million video view during the month of March 2016. It helped toincrease engagement and to cross the language barrier and tap the English reader who alsowatches Hindi video. The total Dainik Bhaskar and Divya Bhaskar app downloads have crossedmore than 6 million from 0.9 million in a year's time.

Unique Visitors on Company's websites has surged. The digital business of your Companyrecorded a phenomenal 51% growth in total income to ' 460 million backed by arobust strategy that revolves around hyper-local news coverage and a huge library ofdiversified content for visitors spanning high interest news on various local nationaland international issues. The digital business under standalone financials recorded EBITDAloss of ' 216 million after recording the expenses of expanded operations and newlystarted divisions.

OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK

Print Business

• Dainik Bhaskar continues to be the largest read newspaper of urban Indiaretaining its market position in legacy markets while also strengthening presence inemerging regions.

• World Association of Newspaper and News Publisher (WAN-IFRA) has declared DainikBhaskar as the globally 4th largest Newspaper. Dainik Bhaskar newspaper is theonly Indian Newspaper which is placed in Global top 5 newspapers.

• Dainik Bhaskar maintains its position as the largest circulated national dailyof India consistently since last 4 times i.e. since last 2 years as per Audit Bureau ofCirculation results of July - December 2015.

• Dainik Bhaskar has not only maintained its leadership in key regional Indianmarkets but also retains a substantial lead over the #2 player. These regional marketshave been witnessing higher GDP growth with better per capita income and consumptionenabling the organisation to grow at a faster pace than industry average.

• Dainik Bhaskar is the largest read newspaper of urban India. It has retained itsleadership position in legacy markets including Madhya Pradesh Chhattisgarh ChandigarhPunjab Haryana (CPH) urban Rajasthan

and urban Gujarat and also continues to strengthen presence in emerging regions ofMaharashtra Bihar and Jharkhand which continue to report strong progress.

• Dainik Bhaskar has been voted the ‘Most Trusted Brand' in the category ofHindi newspaper revealed by the Brand Trust Report India study 2015. TRA is the publisherof The Brand Trust Report and India's Most Attractive Brands. This year's report has beenmined from 3 million data points collected through a primary research conducted across 16Indian cities.

• Dainik Bhaskar's ‘Zidd Karo Duniya Badlo' corporate campaign celebrates howpositive persistence can change the world around you. The campaign was launched on 27thMarch 2016. The campaign is being promoted across My FM radio stations DB Digitalmobile social media digital road block on ET and trade platforms.

• DBCL has pioneered a significant change in the attitude and stance of newspublishing. ‘No Negative Monday' is a new endeavour initiated by Dainik Bhaskar toencourage a more optimistic environment and usher in every new week with greaterenthusiasm and positivity. Already being implemented across all 62 editions in 14 statesevery Monday Bhaskar will highlight positive news in the front page desh-videsh stateand city sections and segregate other news under a clear header. The effort has garneredsignificant appreciation from associates as well as lauded by Hon'ble Prime Minister Mr.Narendra Modi.

• DBCL is also among the first few companies in India to take active steps towardsthe initiative of establishing a ‘Whistle Blowing Mechanism' to encourage employeesto report irregularities in operations.

• Break-through industry events like the ‘Unmetro - The markets drivingIndia' conclaves have reiterated DBCL's thought leadership position. The Unmetro eventconclave in its 7th edition was recently brought to Delhi and Mumbai and hasbeen attracting marketing professionals and industry stalwarts representing some ofIndia's largest companies and have compelled organisations to analyse and appreciate thelatent economic and consumption potential of Tier II and Tier III cities that are poisedto become key growth centres in the near future.

Radio Business

DBCL's activities to develop the radio business reflect its vision - ‘to become anindispensable part of the lives of listeners and business associates by offeringrefreshing and informative content.' With 13 new stations into hand DBCL would be able tofurther consolidate operations in Haryana Punjab and Rajasthan besides addingMaharashtra in a significant way.

Evidently driven by India's demographic profile radio has significant growthpotential. DBCL's constant efforts to analyse its markets and audience behaviour hasrevealed key insights focused on the marked shift of attitude in consumption of radiocontent. It has evolved from being an add-on medium and has become an increasinglyintegral part of media plans that seek to target more focused and localised audiencegroups in a cost effective manner. DBCL has already acted fast to capitalize on thispotential and has emerged as a market leading radio business in ‘Unmetro'geographies where DBCL has a significant print media footprint.

Digital Business

DB Digital saw a phenomenal growth in FY 2015-16 in terms of Unique Visitors (UV) andPage per Visit (PV). DB Digital subsuming of eleven digital portals has breached 1197million PV and 34 million UV mark. ‘Money Bhaskar' launched in 2014 has gained astrong readership in comparison to other financial sites. Other new websites that wererecently launched were www.CTadgets.bhaskar.comand www.food.bhaskar.com.

Total app downloads have reached to over 6 million from 0.9 million in a years' time.Also 5 star rating has been accorded to the app by industry gurus.

MAJOR EVENTS DURING THE YEAR

• Launch of New Editions Muzaffarpur Bhagalpur and Gaya Sharif in the state ofBihar;

• Launch of English newspaper "D B Post" from Bhopal; O Launch ofMoney Bhaskar App;

• New station license for 13 new radio stations in major Tier II cities of Indiain majority of which the Company has presence in print business as well.

CSR INITIATIVES

Driven by its vision of driving behavioural change in the society to bringsocio-economic change Dainik Bhaskar has undertaken CSR initiatives namely ComputerEducation Tilak Holi Ek Ped Ek Zindagi Mitti Ke Ganesh Annadaan and Sarthak Deepawali.

Apart from being signatory to UN Global Compact Network Dainik Bhaskar Group's CSRinitiatives also contribute to UN Sustainable Development Goals pertaining to QualityEducation Zero Hunger Clean Water and Sanitation Sustainable Cities and Communities andClimate Action.

Computer Education

• First-of-its-kind knowledge initiative in the country that offers free basiccomputer training to senior citizens and housewives. The initiative has trained more than26000 housewives and senior citizens.

Save Birds

• ' Save Birds' initiative aims at promoting awareness

about bird conservation. Citizens were encouraged to keep Bird Baths (Sakoras) orvessel at their homes and workplaces filled with food grains and water. Sensitizationworkshops were conducted in 886 colonies 203 parks and 446 schools in 34 cities. 1million earthen vessels (Sakoras) were distributed in 2015.

Ek Ped Ek Zindagi

• A plantation drive was initiated to encourage people to plant trees. 2.5 millionsaplings were planted in 34 cities across 10 states. Plantation drives were undertaken in411 schools and 370 police stations. 65 kms of green stretch has been created in 24cities.

Annadaan

• With an objective to extend help to drought affected farmers and their familiesof Marathwada region of Maharashtra Dainik Bhaskar Group initiated ‘Annadaan'(Food-grain donation) campaign across 34 cities in 10 states. More than 150000 peopleparticipated and the initiative benefitted 15000 farmers and their families.

Mitti Ke Ganesh

• This campaign encouraged the readers to bring home Lord Ganesh idol made ofclay instead of the ones made out of ‘Plaster of Paris' to avoid contamination ofnatural water bodies. Dainik Bhaskar Group's aggressive drive led National Green Tribunalto ban POP idols in 3 states in 2015.

Sarthak Deepawali

• In this initiative the Group urged the readers to celebrate the core message ofthe festival of lights by making it special for the underprivileged. In 2015 DeepikaPadukone came on board as Brand Ambassador for this initiative. The Two videos released on‘Sarthak Deepawali' generated more than 1 million views on Youtube.

Tilak Holi

• The initiative encourages people to use water responsibly and save water thatgets wasted every year during the Holi festival. People are encouraged to play Holi withAbir and Gulal. Gallons of water have been saved over the years during the festivalperiod. More than 150000 readers celebrated Holi with dry colours.

Mission Shiksha

"Sanskaar Vidhya Niketan" initiative provides free education to girl childfrom economically backward sections of the society. Currently being implemented in Bhopalin co-ordination with Sanskaar Valley School the following activities were undertaken:

• Children of slum areas are being provided primary/ secondary education.

• As of now there are 105 such children being imparted education for KG-1 to thirdstandard at Sanskaar Valley School premises.

• A minimal ' 500 only is collected from each child towards one timeregistration. Children are provided uniforms and books free of cost.

• A bus service is arranged for pick up of these children from their home toschool and back.

• Company is planning to increase the number of students up to 1000 and exploringalternatives for meeting the required additional premises for conducting classes for theseincreased number of children.

Bhaskar School of Journalism and Multimedia

• Further in pursuance of its objective to promote education and vocationaltraining your Company has partnered with the renowned Daly College Indore and sponsoredthe ‘Bhaskar School of Journalism & Multimedia'. Over a period of 3 years theCompany will be supporting this program through a total contribution of ' 2 Crore.

Awards and Accolades in CSR initiatives

Here are the awards and accolades conferred on your Company for the CSR initiatives in2015 which speak for themselves:

• 2 National Awards for Excellence in CSR and Sustainability for - ComputerEducation and Vastradaan. O 2 Asian Customer Engagement Awards for ComputerEducation and Vastradaan in Education and Disaster Assistance category.

• 2 PRCI (Public Relations Council of India) Collateral awards for Best PublicService Campaign and CSR.

• 1 PRCI (Public Relations Council of India) Chanakya Award for Social Leadership.

• 1 PRSI (Public Relations Society of India) award for Best Private Organizationimplementing CSR.

• India's Ethical Company Award by Asian Confederation of Businesses World CSRDay & World Federation of CSR Professionals.

• UBM Giving Back Award for Excellence in CSR in Media and Entertainment sector.

• 2 INMA Awards for Annadaan and Ek Ped Ek Zindagi.

• 2 Olive Crown Awards for Ek Ped Ek Zindagi and Sustainability.

• 1 Hermes Creative Award for Annadaan.

• 2 Asia Pacific Customer Engagement Awards for Ek Ped Ek Zindagi and ComputerEducation.

The Annual Report on CSR activities containing the prescribed particulars is attachedas "Annexure A" to this Report. CSR has always been a part of DBCL's AnnualOperations Plan. Most of the erstwhile CSR activities being carried out by DBCL arecovered under prescribed CSR activities as per law. With the introduction of mandated 2%of net profits spending on CSR under Companies Act 2013 DBCL has scaled up its CSRactivities and annual spend. Various CSR activities undertaken by the Company arebenefitting the masses across various regions of the country.

During the year Company could spend ' 4.62 Crore on various prescribed CSRactivities as against the required spent of ' 8.59 Crore. During the year Companycould not spend the balance required amount on account of non-availability of appropriatemeaningful and concrete CSR projects. The Company is continuously working towardsexploring appropriate CSR activities/projects to be implemented in the regions where itoperates. CSR Committee of the Board / CSR team of the Company is committed to undertakefurther activities in the areas of promoting education empowering women environmentalsustainability healthcare and sanitation etc. and ensure the balance spend on concreteCSR activities.

DIVIDEND

The Board of Directors is pleased to inform you that for the year under review anInterim Dividend @ 35% (i.e. ' 3.50 per equity share of the face value of '10/- each) was declared by the Board and accordingly paid on 12th February2016. Further the Board at its meeting held on 10th March 2016 declaredOne-Time Special Dividend for the FY 2015-16 @ 32.5% (i.e. ' 3.25 per equity shareof the face value of ' 10/- each) which was paid on 29th March 2016.

The Board has further recommended Final Dividend @ 42.5% (i.e. ' 4.25 per equityshare of the face value of ' 10/- each) for the financial year 2015-16. The finaldividend if approved by the members at the forthcoming Annual General Meeting will bepaid to those members whose names appear in the Register of Members at the end of businesshours on Friday 5th August 2016.

The total amount of dividend including Interim Dividend and One-Time Special Dividendfor the FY 2015-16 will be ' 2021 million as against ' 1424 million forthe previous financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act 2013 (the ‘Act') and the Articles ofAssociation of the Company Mr. Pawan Agarwal (DIN: 00465092) Deputy Managing Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. He has confirmed that he is not disqualified from beingappointed as a Director in terms of Section 164 of the Act.

Further the term of Mr. Sudhir Agarwal (DIN: 00051407) as the Managing Director of theCompany will expire by efflux of time on 31st December 2016. Pursuant to theprovisions of Sections 196 197 198 and 203 of the Act read with Schedule V to the Actthe Board of Directors of the Company upon recommendation of the Audit Committee andNomination and Remuneration Committee approved re-appointment of Mr. Sudhir Agarwal asManaging Director for a further period of 5 years w.e.f. 1st January 2017subject to the approval of members. Mr. Sudhir Agarwal has confirmed that he is notdisqualified from being appointed as a Director in terms of Section 164 of the Act.

The Secretarial Auditor of the Company has in its report observed that the Company hasnot appointed Woman Director for the financial year under review. The Company would liketo clarify that the post for Woman Director was vacant mainly because the Company was inthe process of obtaining 'no-objection' from the Ministry of Information and Broadcasting("MIB") for such appointment. The MIB has now vide its letter dt. 19thMay 2016 conveyed its 'no-objection' for the appointment of Ms. Anupriya Acharya and Mr.Naveen Kumar Kshatriya as Independent Directors of the Company. Subsequently incompliance with the provisions of the Act as also the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 (the 'Listing Regulations') (effective from 1stDecember 2015) regarding appointment of Woman Director on the Board of the ListedCompanies your Company has appointed Ms. Anupriya Acharya as an Additional IndependentDirector of the Company w.e.f. 22nd June 2016. Simultaneously Mr. NaveenKumar Kshatriya was also appointed as an Additional Independent Director of the Companyw.e.f. 22nd June 2016. They hold office up to the date of ensuing AnnualGeneral Meeting and seek appointment as an Independent Director for a period of 5 yearsfrom the date of their original appointment.

A detailed resume of the directors seeking appointment / re-appointment have beenprovided in the Explanatory Statement annexed to the Notice which may be taken as formingpart of this Report. Your Company recommends their appointment / re-appointment.

The Company has received declarations from the Independent Directors (IDs) that theymeet with the criteria of independence as laid down under Section 149(6) of the Act andthe Listing Regulations. Pursuant to Section 149(10) of the Companies Act 2013 all theIDs (except Mr. Naveen Kumar Kshatriya and Ms. Anupriya Acharya) have been appointed for aperiod up to 31st March 2019.

None of the Non-Executive Directors had any pecuniary relationships or transactionswith the Company which may have potential conflict with the interests of the Company atlarge.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the Listing Agreement (effectiveupto 30th November 2015) / Listing Regulations:

Audit Committee

Nomination and Remuneration Committee O Compensation Committee OStakeholders' Relationship Committee

• Corporate Social Responsibility Committee

Executive Committee

The legal provision of constitution of Risk Management Committee is not applicable tothe Company. The details regarding composition and meetings of these committees heldduring the year under review as also the meetings of the Board of Directors are given inthe Corporate Governance Report which may be taken as forming part of this Report.

BOARD EVALUATION

In accordance with the provisions of the Companies Act 2013 read with the rules madethere under and the Listing Regulations the Board has carried out formal annualevaluation of its own performance performance of its various Committees and individualdirectors. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report which may be taken as forming part of this Report.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS KMPS AND OTHER EMPLOYEES

In terms of sub-section 3 of Section 178 of the Companies Act 2013 and Regulation19(4) read with Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee of the Company has laid down a policy on the selection andappointment of Directors and the Senior Management of the Company and their remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters.

The detailed policy is given in the Corporate Governance Report which may be taken asforming part of this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in prescribed format is attached as 'Annexure B' to this Report.

RISK MANAGEMENT

The details of the risk management framework adopted and implemented by the Company aregiven in the Corporate Governance Report which may be taken as forming part of thisReport.

ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has built up robust internal controls commensurate with the size of itsoperations. It has laid down standard operating guidelines and processes which ensuressmooth functioning of activities and zero ambiguity in the mind of people who actuallyexecute the operations.

Your Company has a well-set Internal Audit structure wherein the internal audit hasbeen entrusted to independent chartered accountants / firms and periodical review is beingcarried out. Apart from Internal Audit even surprise audits are undertaken to ensureeffective adherence to established processes and policies at all times.

VIGIL MECHANISM

Your Company has established a common platform in the form of vigil mechanism to enabledirectors and employees to report genuine concerns and grievances about any incident ofviolation / potential violation of law or the Code of Conduct laid down by the Company.The mechanism lays down the overall framework and guidelines for reporting genuineconcerns. The details of this mechanism are given in the Corporate Governance Report whichmay be taken as forming part of this Report. These are also posted on the website of theCompany.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Full particulars of loans and guarantees given and investments made under Section 186of the Companies Act 2013 are given separately in the financial statements of the Companyread with Notes to Accounts which may be read in conjunction with this Report.

TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and at arm's length basis. Further therewere no materially significant related party transactions entered into by the Company withthe related parties. Hence Form AOC - 2 is not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

2. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2016 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. that the directors had prepared the annual accounts for the financial year ended 31stMarch 2016 on a ‘going concern' basis;

5. that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;

6. that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

SUBSIDIARIES

The Board of Directors is pleased to report the performance of the subsidiaries of yourCompany:

1. I Media Corp Limited (IMCL)

IMCL which is housing the event business of the Company recorded total income of 14million and EBITDA of '2 million for the year. This subsidiary functions in co-ordinationwith radio division and carries out events across the MY FM radio presence cities.

2. DB Infomedia Pvt. Ltd. (DBIPL)

DBIPL carries its business in the domain of online digital space. As the Company wasincorporated during the last quarter of FY 14-15 its operations involved only setting upactivities with EBITDA loss of ' 39 million from incorporation till 31stMarch 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the Listing Regulations is given separatelywhich may be taken as forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof the Listing Regulations forms part of the Annual Report and a Certificate from theAuditors of the Company confirming compliance with the provisions of CorporateGovernance is attached to the said Report.

EMPLOYEES’ STOCK OPTION SCHEMES

Your Company has granted Stock Options to its employees under the ‘DBCL-ESOS2008' ‘DBCL - ESOS 2010' and ‘DBCL - ESOS 2011 (Tranche 1 to 5). Theparticulars required to be disclosed as per Clause 12(9) of the Companies (Share Capitaland Debentures) Rules 2014 are given in ‘Annexure C' to this Report.

Compensation Committee of the Board of Directors constituted in accordance with theSEBI Guidelines administers and monitors these schemes.

Your Company has obtained a certificate from the Auditors certifying that the saidEmployee Stock Option Schemes have been implemented in accordance with the SEBI Guidelinesand the resolutions passed by the members in this regard. The Certificate will be placedat the Annual General Meeting for inspection by the members and is also attached to thisReport.

STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP Chartered Accountants Mumbai (FirmRegistration No. 101049W/E300004) and M/s. Gupta Navin K. & Co Chartered AccountantsGwalior (Firm Registration No. 006263C) the Joint Statutory Auditors of the Company holdoffice until the conclusion of the ensuing Annual General Meeting of the Company.

The Joint Statutory Auditors viz. M/s. S. R. Batliboi & Associates LLP and M/s.Gupta Navin K. & Co. have confirmed that their re-appointment if made would bewithin the prescribed limits under Section 139 of the Companies Act 2013 and that theyare not disqualified for re-appointment within the meaning of Section 139 of the said Act.

The Board recommends their re-appointment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Makarand M. Joshi & Company a firm of Company Secretaries inPractice to undertake the secretarial audit of the Company. The Secretarial Audit Reportgiven by the Secretarial Auditor is attached as "Annexure D" to this Report.

COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the appointment of Cost Auditor is not mandatory

in respect of your Company's business of printing and publishing and electricitygeneration from wind farm. However as per the said amended rules your Company is requiredto maintain cost records in respect of its electricity generation business.

Hence in compliance with the said rules your Company did not appoint any Cost Auditorfor the FY 2015-16. However it continues to maintain cost records in respect of itselectricity generation business.

PUBLIC DEPOSITS

During the year under review your Company has not accepted or invited any depositsfrom public within the meaning of Chapter V of the Companies Act 2013 and applicablerules made there under or any amendment or re-enactment thereof.

PARTICULARS OF REMUNERATION TO EMPLOYEES

The particulars of remuneration to directors and employees and other relatedinformation required to be disclosed under Section 197(12) of the Companies Act 2013 andthe Rules made thereunder as amended upto date are given in "Annexure E" tothis Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

(a) Conservation of Energy and Technology Absorption

The theme of "Going Green" continued in the year 2015-16 too. Conventionallights were being replaced with LED which has reduced energy consumption significantly.Besides we have also extended usage of Vio-Green Plates across the group. The Migrationfrom conventional plate making to Vio-Green CTP Process-less plates completely eliminatesuse of chemicals and water for processing plates used in printing newspaper. In additionto saving of water it also helps us prevent polluting mother earth as there is nodischarge of chemicals.

The total amount of capital invested on such energy conservation measures during theyear was ' 75.5 lakh.

(b) Foreign Exchange Earnings and Outgo

Your Company earned Foreign Exchange of ' 321.17 million (Previous Year '212.93 million). The financial expenses in foreign exchange during the year was '13.08 million (Previous Year ' 12.93 million) and on account of travelling andother expenses was ' 101.69 million (Previous Year ' 27.61 million).

DEMAT SUSPENSE ACCOUNT

Your Company reports that 217 shares issued and allotted in January 2010 in favour of5 shareholders under the public issue of the Company remained unclaimed and were lying inthe ‘Demat Suspense Account' as prescribed under Schedule V of the ListingRegulations. The Company had sent reminders to all these five shareholders at their latestavailable addresses. Voting rights on the 217 shares will remain frozen till the rightfulowners of these shares claim the shares.

The following disclosure is made as prescribed in this regard:

(i) Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 1st April 2015. 5 shareholders / 217 shares
(ii) Number of shareholders who approached the Company for transfer of shares from suspense account during the financial year 2015-16. Nil
(iii) Number of shareholders to whom shares were transferred from suspense account during the financial year 2015-16. Nil
(iv) Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 31st March 2016. 5 shareholders / 217 shares

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact on the going concern status of the Company and its futureoperations.

However it is brought to the notice of the members that the Company had receivednotices from the stock exchanges levying penalty on the Company on account ofnon-appointment of Woman Director on the Board of the Company within the prescribed time.

In this regard it is brought to the notice of members that as per regulatoryprovisions of the Ministry of Information and Broadcasting (MIB) any change in the Boardof Directors of the Company requires prior approval of MIB. Since this prior approval hadnot been received since long the Company was not able to appoint a Woman Director inspite of identification of the candidate. Accordingly the Company made appropriatesubmissions in this regard to the Stock Exchanges explaining the reasons of its incapacityand requesting for waiver of the penalty levied.

However w.e.f. 22nd June 2016 Ms. Anupriya Acharya has been appointed asan Additional Director on the Board of Directors of the Company under the category ofIndependent Director after the approval from MIB as aforesaid dt. 19th May2016 was received by the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Smiles on the faces of our 11600+ employees have bestowed on us the best ranking forany media house as an employer.

With 11000+ employees in DBCL we have been identified as one of the largest employersin India in 2015 (Source: Business World Real 500 Ranking). The BW Real 500 rankingcovers 1089 non-financial companies and 122 financial companies both listed andunlisted.

In its efforts to create better work environment provide performance oriented growthopportunities and motivating and retaining the right talent various employee engagementinitiatives were carried out by the Company during the year. Trend setting policies likeShubh Laxmi Saubhagyawati Bhav Sparsh Special Leaves Parents and In-laws mediclaimPolicy and Ek Din Bhaskar Mein were introduced for all employees.

On human resource initiatives front launching of e-Performance online ManagementSystem and Ad Sales Career Path benefitted rationalisation of appraisal process andalignment of PLI Policies with individual KRAs which further helped in talent retention.Various training initiatives in Ad Sales are planned to be taken to further align them inmeasurement of performance of the employees based on well defined parameters.

Application of talent management tools to Corporate Sales automation of employeebenefits & processes and improvisation of talent acquisition tools are some of theplans for next year amongst others.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation to the InvestorsBanks Financial Institutions Clients Vendors Central and State Governments and otherRegulatory Authorities for their assistance continued support 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
Place: Mumbai
Date: 21st July 2016
Encl.: Annexure A to E

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