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  • 1CONTENTS

    ParticularsPage No.

    Directors' R

    eport 4-13

    Report on Corporate G

    overnance 14-21

    Managem

    ent Discussion and Analysis Report 22-24

    Auditors' Report 25-26

    Annual Accounts 27-50

    Consolidated Annual Accounts 51-78

    Annual Accounts of Subsidiaries 79-112

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 1

  • 2GENERAL

    INFO

    RMATIO

    NBO

    ARD OF DIRECTO

    RS

    Chairman

    : Shri. Ram

    esh Chandra AgarwalM

    anaging Director :

    Shri. Sudhir AgarwalN

    on-Executive Directors:

    Shri. Girish Agarwal

    Shri. Pawan AgarwalN

    ominee Director

    : Shri. Niten M

    alhanIndependent Directors

    : Shri. Kailash Chandra ChowdharyShri. Ajay Piram

    alShri. Piyush PandeyShri. Harish BijoorShri. Ashw

    ani Kumar Singhal

    Comp

    any Secretary:

    Shri. K. Venkata

    ram

    an

    Auditors

    : S. R. Batliboi & Associates, Chartered Accounta

    nts, M

    umbai, M

    aharashtra AndG

    upta N

    avin K. & Co. Chartered Accounta

    nts, G

    walior, M

    adhya Pradesh

    Registered O

    ffice:

    Plot No. 280, Sarkhej-Gandhi Nagar

    Highway

    , N

    ear YMCA

    Club, Makarba,

    Ahmedabad-380051

    Head O

    ffice:

    Dw

    arka Sadan, 6, Press Complex, M

    .P.

    Nagar

    , Bhopal-462 011, M

    adhya Pradesh

    Corporate Office

    : 501, 5th Floor

    , N

    aman Corporate Link,

    Opp. Dena Bank, C-31, G

    - Block, Bandra Kurla Com

    plex, Bandra - East, M

    umbai - 400051

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 2

  • 3AN

    NUALR

    EPORT

    2010-2011

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 3

  • 4ParticularsA

    mount

    Profit after tax

    2,584.77Less:-Change in Current ta

    x and deferred ta

    x due to the Schem

    e(268.73)

    Add:-G

    ain on account of reduction in Minority

    interest liability46.98

    Profit after tax w

    ithout considering the effect of the Schem

    e2,363.02

    Dear Shareholders,

    Yo

    ur D

    irectors are delighted to present the 15th Annual Report

    of your Compa

    ny for the year ended March 31, 2011.

    FINA

    NCIALH

    IGHLIG

    HTS( Sta

    ndalone Results)(Rs. in Mn)

    lThe Sales & O

    ther income reached Rs.12616.4 M

    illion wit-n

    essing a m

    agnificent growth of 23%, as com

    pared to

    Rs.10261.4 M

    illion in the previous year.

    lThe EBITD

    Agrew by 18%

    to Rs.4085.2 Million as against

    Rs.3460.8 M

    illion in the previous year.

    lThe profit after ta

    x for the year under review also registereda

    n im

    pressive growth of 34% with Rs.2673.2 M

    illion, asco

    mpa

    red to Rs.1990.4 Million in the previous year

    .

    lAlso, for the year ended on M

    arch 31, 2011, the consolidat-ed revenue of your Com

    pany increased to Rs.12652.4

    Million from

    Rs.10629.8 Million in the previous year

    , regis-

    tering a growth of 19.0% and the consolidated PAT

    stood atR

    s.2584.8 Million as against Rs.1828.0 M

    illion of the previ-o

    us year

    , registering a growth of 41.4%

    .

    MA

    NAG

    EMENT DISCUSSIO

    N & AN

    ALYSIS :

    The Managem

    ent Discussion and Analysis Report on the oper-ations of the Com

    pany is provided in a sepa

    rate section andform

    s a part of this Report.

    REVIEW OF PERFORM

    ANCE OF EMERGING EDITIONS :

    The past experience in the industry indicates that any new edition launched by the Com

    pany takes about 3-4 years for stabilization and for earnings. Hence for analyzing the perfor-m

    ance of the company

    , w

    e furnish the following information

    about the emerging and other editions, in the light of business

    potential of the Company:

    (Rs. in Mn)

    DIR

    ECTORSR

    EPORT

    Particulars2010-11

    2009-10Sales & O

    ther Income

    12616.3810261.38

    EBITDA

    4085.253460.84

    Financial expenses (12.13)

    146.84D

    epreciation/ Amortization

    427.64266.41

    Profit Before Tax

    3669.763047.58

    Provisions for Current Tax,D

    eferred ta

    x & other Tax Expenses

    996.531057.16

    Profit After Tax

    2673.221990.42

    Tra

    nsfer to G

    eneral Reserves300.00

    150.00D

    ividend Proposed(Including Interim dividend and Ta

    x on

    Dividend)

    849.45423.87

    FINA

    NCIALH

    IGHLIG

    HTS( Consolidated Results)

    (Rs. in Mn)

    The consolidated results include impa

    ct of the demerger of radio

    business of Synergy Media Entertainm

    ent Limited (SMEL) into

    your compa

    ny and is as under : (Rs. In Mn.)

    REVIEW

    OF PERFO

    RMANCE :

    Yo

    ur D

    irectors are pleased to inform the im

    proved results ofyour Com

    pany for the financial year ended on M

    arch 31, 2011a

    nd the following highlights evidence the perform

    ance duringthe said period :

    In your Company's endeavour to reach higher levels , post

    stabilization of the emerging editions, the long term

    results ofthe

    corporate growth

    strategy would

    be seen

    in the

    forthcoming years.

    OPERATING

    RESULTS AN

    D FUTURE O

    UTLOO

    K :In line w

    ith the growth plan of the compa

    ny, your Directors con-

    tinue the consistent efforts to enhancement of value to all stake-

    holders. The year under review, has dawned with substa

    ntial

    SUMM

    ARYFINANCIALS

    PARTICULARSEm

    erging EditionsO

    thersT

    otalFY

    11FY11

    FY11

    TURNOVER

    PUBLISHING- Advt Revenues

    296.009720.15

    10016.15- Sales

    135.032181.93

    2316.96- O

    ther Income

    10.89308.44

    319.33TO

    TALINCO

    ME

    441.9212210.52

    12652.44News Print Cost

    357.983480.50

    3838.50O

    pex507.54

    4275.274782.81

    Total Cost

    865.527755.77

    8621.29EBITDA

    (423.60)4454.75

    4031.15EBIDTA

    %-95.9

    36.531.9

    Interest(0.16)11.43

    11.27Depreciation

    12.56420.29

    432.84PBT

    (436.00)4023.04

    3587.04PBT %

    -98.732.9

    28.3

    Particulars2010-11

    2009-10Sales & O

    ther Income

    12652.4410629.75

    EBITDA

    4031.153429.41

    Financial expenses 11.27

    245.40D

    epreciation/ Amortization

    432.84378.35

    Profit Before Tax

    3587.042805.66

    Provisions for Current Tax , D

    eferred 999.68

    1057.16ta

    x & other Tax Expenses

    Profit After Tax

    2584.771828.00

    Tra

    nsfer to G

    eneral Reserves300.00

    150.00D

    ividend Proposed (Including 849.45

    423.87Interim

    dividend and Tax o

    n D

    ividend)

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 4

  • 5opportunities for growth for the compa

    ny and your directorsm

    arch ahead with increased zeal for scaling newer heights

    in future. Besides, in the upcom

    ing global economy, the M

    edia andEntertainm

    ent industry has begun to witness tremendous poten-

    tial for growth. As may be seen from

    the levels of industriale

    xpan

    sion, improved awareness am

    ong the consumers, the

    entry and onset of large scale corporations (both domestic and

    multinational) , the business avenues for your Compa

    ny withvalue addition to the clients is also steadily on the rise and yourco

    mpa

    ny continues to be trend setter, w

    ith ambitious plans for

    eve

    ry area of growth.Launch of new

    editionsAs a next step of its co

    ntinuous growth coupled with leadershipfootprint, the com

    pany launched Dainik Bhaskar in Ranchi in

    August 2010, in Bhatinda in September 2010, Jam

    mu in

    October 2010, in Jam

    shedpur in December 2010 and in

    Sriganganagar, Alw

    ar, Sikar and Bhilwara in January 2011.

    Further, during the year under review

    ,

    the compa

    ny alsolaunched "D B Sta

    r" in Jodhpur and Raipur and "BusinessBhaskar" in Jaipur

    . Additionally

    , during the current year 2011-12,

    the compa

    ny launched the Dhanbad edition in April 2011.The com

    pany has already begun it's pre-launch activities in the

    state of Maharashtra, with great vigor since your directors

    believe that the compa

    ny is well best placed to capture thehugely under-penetrated regional m

    arket, having huge scopefor readership and ad revenue expa

    nsion, clubbed with high

    eco

    no

    mic growth potential of the region. W

    ith high regards forits ability to identify new m

    arket opportunities and to expand its

    readership through innovative m

    arket penetration strategies, asdem

    onstrated in the past, your com

    pany has in place m

    eticu-lous planning, stringent controls, team

    creation and training , ate

    very stage of this project. Y

    ou

    r directors are confident thatthese efforts w

    ould bring in fruits in future.

    CAPITALISATIO

    N AND RESERVES :

    (a) Tran

    sfer to Reserve :As on M

    arch 31, 2011 an amount of Rs.300 M

    illions was trans-ferred to G

    eneral Reserve as against Rs.150 Millions in the pre-

    vious year.

    (b) Dividend :The Board of Directors are pleased to inform

    that for the yearu

    nder review, a

    n interim

    dividend @20%

    (i.e. Rs. 2/= per equityshare of face value of Rs.10/- each) was declared and paid bythem

    and they further recomm

    end a final dividend @ 20%

    (i.e.R

    s.2/- per equity share of face value of Rs.10/= each) for thefinancial year 2010-11. The total am

    ount of dividend outgo,including Interim

    Dividend, for the year 2010-11, will be

    Rs.72,96,79,324/- as against Rs.36,30,44,210/- for the previous

    financial year.

    DIR

    ECTORATE :

    In accordance with the provisions of the Compa

    nies Act 1956,a

    nd the Articles of Association of the Compa

    ny, Shri. Harish

    Bijoor and Shri. Ashwani Kum

    ar Singhal, Directors of theCom

    pany

    ,

    retire by rotation at the ensuing Annual General

    Meeting of the Com

    pany and being eligible, offer them

    selves forre

    -appointment and your directors recom

    mend the sam

    e.D

    uring the current financial year 2011-12, the term of M

    r. Sudhir

    Agarwal, as the Managing Director of the com

    pany will expire on

    Decem

    ber 31, 2011 and he will be reappointed for a further peri-od of 5 years from

    January 01, 2012 to December 31, 2016,

    subject to approval of the shareholders in the ensuing Annual

    General M

    eeting of the Compa

    ny.

    REPO

    RT ON CO

    RPORATE G

    OVERNANCE :

    Asepa

    rate report on Corporate Governance as stipulated under

    Clause 49 of the Listing Agreement with the Stock Exchanges

    forms pa

    rt of the Annual Report along with the Certificate from

    the Auditors of the Compa

    ny, co

    nfirming com

    pliance with theprovisions of Corporate G

    overnance.

    DEM

    ATERIA

    LIZATION O

    F SHARES :The Com

    pany has continued its tie up with National Securities

    Depository Lim

    ited (NSDL) and Central Depository Services ofIndia Lim

    ited (CDSL) for dematerialization of the shares of theCom

    pany

    . Accordingly

    , the shares of the Com

    pany are available

    for dematerialization and can be traded in dem

    at form.

    ESOPs :

    The Compa

    ny has granted Stock Options to the em

    ployeesu

    nder the "DBCL-ESOS-2008" and "DBCL

    - ESO

    S 2010". Thepa

    rticulars required to be disclosed as per clause 12 of SEBI(Employees Stock O

    ption Scheme and Em

    ployees StockPurchase Schem

    e) Guidelines, 1999 are set out in an Annexureto this R

    eport. Further

    , w

    ith a view to rew

    ard, motivate and retain the talented

    brain and to share the growth of the organisation with it's tena-cious m

    anpower resources , pursuant to the resolution passed

    at shareholders' meeting held on M

    arch 24,2011, the Compa

    nyhas em

    barked on another Employee Stock O

    ption Plan(ESOP) called as "DBCL

    - ESO

    S 2011" under which thee

    mployees of your Com

    pany and its subsidiaries in India and

    abroad as determined by the Com

    pensation Comm

    ittee in itso

    wn

    discretion will be entitled to receive up to 30,00,000 stockoptions, in m

    any tranches. As the options under this scheme are

    in the process of being granted to the employees, in different

    tranches, applicable details regarding the same are also fur-

    nished in an Annexure to this Report.

    SUBSIDIARYCO

    MPA

    NIES & THEIR BUSINESS :

    The Directors are also pleased to inform

    that the following sub-sidiaries of your Com

    pany

    , a

    s on

    the date of the report, are per-form

    ing in a comm

    endable manner

    .

    (1) Synergy Media Entertainment Lim

    ited (SMEL)W

    ith a view to reach advertisers with offering(s) of attractive

    com

    bined advertising options in the FM Radio m

    edium and print

    medium

    and to achieve operational synergies and generatinglarger advertising revenue and better custom

    er satisfaction, asa

    result of radio's increasing m

    arket share in media advertising,

    the managem

    ent of your compa

    ny had considered it prudent,tim

    ely and appropriate to de-merge the radio business of SM

    ELinto your com

    pany

    . Accordingly

    , o

    n co

    mpletion of all the related

    procedures, including approvals of the Shareholders, stocke

    xchanges, other

    statutory authorities,

    for Schem

    e of

    Arrangement in accordance with Sections 391 through 394, and

    other applicable provisions, of the Compa

    nies Act, 1956, andthe approval of the Hon' ble High Court of G

    ujarat atAhm

    edabad and the Hon'ble High Court of Madhya Pradesh at

    Jabalpur, the radio business of SM

    EL, was demerged into your

    com

    pany

    . The Schem

    e of Arrangement has April 01, 2010 as

    the appointed date and subsequent to the completion of all the

    above procedures, the same has com

    e into effect, with theEffective Date as M

    arch, 30, 2011.

    As a result, all the license for 17 stations, under the name "M

    y

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 5

  • 6FM", across the northern and western pa

    rt of the country, have

    no

    w becom

    e part of your com

    pany

    . This provides your com

    pa-

    ny the synergy in operations as both businesses complem

    ente

    ach other and also for cost savings, as com

    mon infrastructure

    is being used. Therefore, this brings in the benefit of Radio busi-n

    ess also into our fold.

    SMEL

    has achieved EBITDAof Rs.9.48 M

    illions after reachingbreakeven in the previous year

    , driven by a top line growth of

    aro

    und 30%

    in the shortest period of time of launch of its all

    Stations and in an aggressive media foray

    , reflects o

    ur growing

    position and strong value proposition to customers. "M

    YFM

    " isable to offer corporate custom

    ers integrated media solutions for

    pan

    -India promotional cam

    paigns. Its presence across thesecities allow

    s customers an extensive reach to Tier 2 and 3 cities,

    en

    abling the compa

    ny to provide value added advertisement

    solutions.

    (2) I Media Corp Limited (IMCL) :India already ranks No.3 in the world in term

    s of Internet usersw

    ith more than 100 m

    illion users as per Google and the actual

    penetration to the grass-root levels is yet to happen, and theco

    mpa

    ny foresees a huge potential for it's digital business.IM

    CL, the digital arm of Dainik Bhaskar group is already

    am

    ongst the largest internet players am

    ongst the media com

    -pa

    nies with increasing num

    bers of Page Views and reach and

    has grown substantially

    , year over year

    , by focusing com

    plete-ly on content and the needs of user and there is a huge oppor-tunity to build an even larger content play on the internet.At present the com

    pany is operating portals in 4 languages by

    the nam

    e of

    Dainikbhaskar

    .com

    , D

    ivyaBhaskar.co

    m,

    DivyaM

    arathi.in and DailyBhaskar.co

    m. These portals are not

    only about news but are also actually a one stop destination for

    all content needs of all. The compa

    ny will continue to focus onthese portals and at the sam

    e time venture into new avenues of

    niche content to continue with the pa

    ce at w

    hich it is growing.Further to scale its co

    rporate objective, the Company is in the

    process of adding value to it's online business development by

    availing the natural synergies between the print and the W

    ebm

    edia.

    AUDITORS :

    M/s S. R. Batliboi & Associates., Chartered Accounta

    nts,M

    umbai and M

    /s Gupta

    Navin K. & Co, Chartered Accounta

    nts,G

    walior, the Joint Statutory Auditors of your com

    pany

    , w

    ill retireat the conclusion of the forthcom

    ing Annual General M

    eeting ofyour Com

    pany

    . Being eligible, they offer them

    selves to holdoffice as joint auditors from the conclusion of the ensuing AnnualG

    eneral meeting until the conclusion of the next Annual G

    eneralM

    eeting of the Compa

    ny.

    The Auditors' Report read with notes to accounts is self-e

    xplanatory and hence, needs no further clarification.

    PUBLIC DEPOSITS:

    Yo

    ur Com

    pany has not accepted or invited any deposits from

    public within the meaning of Section 58 A

    of the Compa

    nies Act,1956, during the year under review

    .

    PERSONNEL

    :In term

    s of the provisions of Section 217(2A) of the Companies

    Act, 1956 and the Compa

    nies (Particulars of Employees) Rules1975, nam

    es and other particulars of the em

    ployees arerequired to be set out in the annexure to this report. However

    ,

    as per the provisions of Section 219(1)(b)(iv) of the Compa

    niesAct, 1956, the R

    eport and Annual Accounts of the Compa

    nyse

    nt to the shareholders do not contain the said Annexure. Any

    shareholder desirous of obtaining a copy of the said annexurem

    ay write to the Compa

    ny Secretary at the Registered O

    ffice ofthe Com

    pany

    .

    TECHNOLO

    GY

    ABSO

    RPTION & FO

    REIGN

    EXCHANGE M

    ANAGEM

    ENT:(a) Technology Absorption The Com

    pany is using m

    anufacturing technology,

    which is

    mo

    stly indigenous and is the latest and advanced. The employ-

    ee

    s of the Compa

    ny are trained periodically and adequately toe

    nable them

    to understand the related technology and the

    effects of such training result in improved efficiency in the oper-

    ations of the Compa

    ny.

    (b) Foreign Exchange Earning & OutgoThe Com

    pany earned Foreign Exchange of Rs. NIL./-. Foreign

    exchange Expenses on account of financial expenses during

    the year was Rs.2,41,32,816/- and on account of traveling andother expenses was Rs.25,52,660/-.

    HUMAN RESO

    URCES & INDUSTRIALR

    ELATIONS:

    Your D

    irectors would like to place on record their sincere appre-

    ciation for all employees, at all levels, for their relentless service.

    During the year under review

    , the industrial relations have been

    very cordial.

    DIR

    ECTORS' RESPO

    NSIBILITYSTATEM

    ENT:

    As required under the provisions of Section 217 (2AA) of theCom

    panies Act, 1956, we confirm

    that:1.

    in the preparation of the annual accounts, the applicable

    acco

    unting sta

    ndards have been followed;2.

    the directors had selected such accounting policies andapplied them

    consistently and made judgments a

    nd esti-m

    ates that have been reasonable and prudent so as to givea

    true and fair view of the state of affairs of the Compa

    ny atthe end of the financial year and of the profit of theCom

    pany for the year under review;

    3.the directors had taken proper and sufficient care for them

    aintenance of adequate accounting records in accor-dance with the provisions of this Act for safeguarding thea

    ssets of the Compa

    ny and for preventing and detectingfrauds and other irregularities

    4.the directors had prepa

    red the annual accounts for thefinancial year ended 31st M

    arch, 2011 on a "going concern"basis;

    ACKNOW

    LEDGEM

    ENTS:

    Yo

    ur D

    irectors take this opportunity to express their gratitude tothe producers, vendors, investors, banks, financial institutions,Central and State G

    overnments a

    nd other authorities for theirvaluable guidance and continuous support.

    For and on behalf of the Board of Directors(Ramesh Chandra Agarw

    al)Chairm

    an

    PLACE: Mum

    bai D

    ATE: May 18, 2011

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 6

  • 7ParticularsD

    etailsO

    ptions granted (net) as per Share holdersapproval7,00,000

    Ve

    sting Schedule20%

    each for 5 years

    Pricing Formula

    Exercise Price Rs.124/= 50%

    discount to the average ofclosing m

    arket price of the first 30 trading days post IPO.

    (The market price on the stock exchange showing the highest volum

    e of trading would be considered)Total num

    ber of options granted4,13,427

    Options V

    ested

    91,653

    Options Exercised

    36,126

    The total number of shares arising as a result of

    exe

    rcise of options36,126

    Options lapsed / cancelled

    1,02,217V

    ariation of term

    s of optionsN

    ILM

    oney realised by exercise of optionsR

    s.44,79,624/-Total num

    ber of options in force275084

    Details of options granted to

    (a)D

    irectors (b)

    Key Managerial Personnel

    Dr. Bharat Agarwal

    Mr. P

    .G. M

    ishraM

    r. R

    .D. Bhatnagar

    No options were granted during the year

    .

    Mr. Shravan G

    arg(c)

    Any other employee who received a grant

    in any one year of options amounting to 5%

    or m

    ore

    of the options granted during the year (Includes ex-employees and group Compa

    ny employees)

    Nil

    (d)Identified em

    ployees who are granted options, during any one year equal to exceeding 1%

    of the issued capital (excluding outsta

    nding warrants and

    con

    versions) of the Compa

    ny at the time of grant

    (includes ex-employees and group Company em

    ployees)N

    il

    Fully diluted EPS on a pre-issue basis for Fiscal 2011R

    s.14.70

    Difference, if any

    , between em

    ployee compensation

    cost (calculated using the intrinsic value of stock

    options) and the employee compensation cost (calculated using the fair value of stock options)

    (*)See Note belowW

    eighted average exercise price either equals or exceeds or N

    o options were granted during the year and is less than the m

    arket value of the shareshence not applicable.

    Weighted average fair values of options whose exercise

    No options were granted during the year and

    price equals or is less than the market value of the stock.

    hence not applicable.

    (Annexure pursuant to the DBCL-ESOS-2008)Inform

    ation required to be disclosed under SEBI ( ESOS and ESPS) Guidelines, 1999(For the Financial Y

    ear ended on March 31, 2011)

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 7

  • 8ParticularsD

    etailsAssum

    ptionsN

    o options were granted during the year and Exercise Price

    hence not applicable.R

    isk free RateTim

    e to Maturity

    Expected Volatility

    Expected Dividend Rate Closing M

    arket Price of Share on the dateof option grantLock-in

    Nil

    Impa

    ct on profits and EPS of the last three years

    Not applicable

    (*) Please see the Note for the same item under the particulars furnished for DBCL-ESO

    S-2010.

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 8

  • 9ParticularsD

    etailsO

    ptions available for grant to employees as per ESO

    PSchem

    e6,00,000

    Pricing Formula

    Rs.168/-

    Exercise Price at a discount up to a maxim

    um of 30%

    tothe M

    arket price, where the Market price shall be the

    closing market price one day prior to the date of any

    Grant, on the stock exchange where highest trading

    volume is registered and where the quantum

    of D

    iscount shall be decided by the Compensation

    Comm

    ittee for each of the Grant of options

    Total number of O

    ptions Granted

    4,91,203

    Options V

    ested

    NIL

    Options Exercised

    NIL

    The total number of shares arising as a result of

    exe

    rcise of options N

    IL

    Options lapsed/surrendered/forfeited

    16,494

    Va

    riation of terms of options

    NIL

    Money realised by exercise of options

    NIL

    Total number of options in force

    4,74,709

    Details of options granted to

    (a)D

    irectorsN

    IL(b)

    Key Managerial Personnel

    Dr. Bharat Agarwal

    10,000M

    r. P

    .G. M

    ishra7,934

    Mr. R

    .D. Bhatnagar

    5,100M

    r. Shravan G

    arg3,129

    (c)Any other em

    ployee who received a grant in any one year N

    ilof options am

    ounting to 5% or m

    ore of the options granted during the year (Includes ex-employees and group Com

    pany em

    ployees)(d)

    Identified employees who are granted options, during any

    Nil

    on

    e year equal to exceeding 1%

    of the issued capital (excluding outsta

    nding warrants and conversions) of the

    Compa

    ny at the time of grant (includes ex-employees and

    group Compa

    ny employees)

    Fully diluted EPS on a pre-issue basis for Fiscal 2011R

    s. 14.70

    Difference, if any

    , between em

    ployee compensation

    (*) See note belowco

    st (calculated using the intrinsic value of stock options) and the e

    mployee com

    pensation cost (calculated using the fair value of stock options)

    (Annexure pursuant to the DBCL-ESO

    S-2010)Inform

    ation required to be disclosed under SEBI ( ESOS and ESPS) Guidelines, 1999(For the Financial Y

    ear ended on March 31, 2011)

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 9

  • 10

    ParticularsD

    etailsW

    eighted average exercise price either equals or exceeds or isless than the m

    arket value of the sharesLess than M

    arket Price - Rs. 168

    Weighted average fair values of options whose exercise

    price equals or is less than the market value of the stock.

    Less than Market Price - R

    s. 124.97

    Assumptions

    Exercise PriceR

    s.168/-R

    isk free Rate7.10

    Time to M

    aturity4.5years

    Expected Volatility

    30.81%Expected Dividend Rate

    0.31%Closing M

    arket Price of Share on the date of option grantR

    s.242.50

    Lock-inN

    il

    Impa

    ct on profits and EPS of the last three years

    Not Applicable since options were granted only in

    May-2010

    March 31 ,2011 ( Rs.)

    Profit as reported267,32,31,385

    Add: Employee stock com

    pensation under intrinsic value method

    18,665,802

    Less: Employee stock com

    pensation under fair value method

    30,462,660

    Performa profit

    2,661,434,527

    Earnings Per ShareB

    asic- As reported

    14.73

    - As adjusted

    14.66

    Diluted

    - As reported

    14.70

    - As adjusted

    14.64

    (* ) The stock based compensation cost calculated as per the intrinsic value m

    ethod for the period from April 01, 2010 to M

    arch 31,

    2011 is Rs. 18,665,802/-. If the stock based com

    pensation cost was calculated as per the fair value method prescribed by SEBI

    (ESOS) Guidelines 1999, the total cost to be recognized in the financial statements for the period from

    April 01, 2010 to March

    31,2011, w

    ould be Rs. 30,462,660/-. The effect of adopting the fair value method on the net incom

    e and earnings per share as presented below:

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 10

  • 11

    ParticularsD

    etailsO

    ptions available for grant to employees as per ESO

    PSchem

    e, a

    s approved by shareholders, to be granted in various tranches30,00,000

    Ve

    sting schedule :O

    ptions granted under DBCL-ESOS-2011 w

    ould vest notless than one year but not m

    ore than seven years from

    the date of grant. Pricing Form

    ulaExercise Price at a discount up to a m

    aximum

    of 90%

    to the Market price , where the M

    arket price shall be the closing m

    arket price one day prior to the date of any G

    rant, on the stock exchange where highest trading volum

    e is registered and where the quantum of

    Discount shall be decided by the Com

    pensation Com

    mittee for each of the G

    rant of optionsTotal num

    ber of Options G

    rantedN

    IL

    Options V

    ested

    NIL

    Options Exercised

    NIL

    The total number of shares arising as a result of

    exe

    rcise of options N

    IL

    Options lapsed/surrendered/forfeited

    NIL

    Va

    riation of terms of options

    NIL

    Money realised by exercise of options

    NIL

    Total number of options in force

    NIL

    Details of options granted to

    (a)D

    irectors N

    IL(b)

    Key Managerial Personnel

    Options not granted as on M

    arch 31, 2011

    (c)Any other em

    ployee who received a grant in any one year of options am

    ounting to 5% or m

    ore of the options granted during the year (Includes ex-employees and groupCom

    pany em

    ployees)N

    il

    (d)Identified em

    ployees who are granted options, during any o

    ne

    year equal to exceeding 1% of the issued capital

    (excluding outstanding warrants a

    nd conversions) of the Com

    pany at the tim

    e of grant (includes ex-employees and group Com

    pany em

    ployees)N

    il

    Fully diluted EPS on a pre-issue basis for Fiscal 2011N

    ot ApplicableD

    ifference, if any, between em

    ployee compensation cost

    (calculated using the intrinsic value of stock options) and the e

    mployee com

    pensation cost (calculated using the fair value of stock options)

    Not applicable

    Weighted average exercise price either equals or

    exce

    eds or is less than the market value of the shares

    Not applicable

    (Annexure pursuant to the DBCL-ESOS-2011)Inform

    ation required to be disclosed under SEBI ( ESOS and ESPS) Guidelines, 1999(For the Financial Y

    ear ended on March 31, 2011)

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 11

  • 12

    ParticularsD

    etailsW

    eighted average fair values of options whose exercise price equals or is less than the m

    arket value of the stock.N

    ot applicableAssum

    ptionsExercise PriceR

    isk free RateTim

    e to Maturity

    Expected Volatility

    Expected Dividend Rate Closing M

    arket Price of Share on the date of option grantN

    ot Applicable since no options were granted as on M

    arch 31, 2011

    Impa

    ct on the profits and EPS if the Issuer had followed the

    Not Applicable since no options were granted as on

    acco

    unting policies specified in Clause 13 of the ESO

    PG

    uidelines.M

    arch 31, 2011

    Lock-inN

    il

    Impa

    ct on profits and EPS of the last three years

    Not Applicable since no options were granted as on

    March 31, 2011

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 12

  • 13

    1M

    r. R

    amesh Chandra Agarwal

    2M

    r. Sudhir Agarwal

    3M

    r. G

    irish Agarwal4

    Mr. Paw

    an Agarwal5

    Ms. Kasturi D

    evi Agarwal6

    Ms. M

    eena Garg

    7M

    s. Neelam

    Goyal

    8M

    s. Bhawna Agarwal

    9M

    r. Vishnu Prasad G

    arg10

    Dr. O

    . P. G

    arg11

    Mr. G

    ovind Prasad Garg

    12M

    s. Vineeta Kheta

    wat

    13M

    s. Jyoti Agarwal14

    Ms. N

    itika Agarwal15

    Ms. N

    amita

    Agarwal16

    Mr. Arjun Agarwal

    17M

    s. Shubh Agarwal18

    Mr. D

    . D. Berry

    19M

    s. Sushma Berry

    20M

    r. Sum

    eet Berry21

    Ms. Annu R

    akheja22

    Ms. N

    itu Singh23

    Ms. R

    enu Dua

    24Aarkey Aditya Developers Private Lim

    ited25

    Aarkey Investments Private Lim

    ited26

    All Season Events Private Limited

    27A

    vadh Exim Private Lim

    ited28

    BELT

    raders Private Limited

    29BFP

    Enterprises Private Limited

    30BFP

    Traders Private Lim

    ited31

    Berry Developers and Infrastructure Private Limited

    32Bhaskar Airlines (India) Private Limited

    33Bhaskar Broadcasting Corporation Lim

    ited34

    Bhaskar Denim

    Limited

    35Bhaskar Entertainm

    ent & Media Private Lim

    ited36

    Bhaskar Exim Lim

    ited37

    Bhaskar Exxoils Private Limited

    38Bhaskar Infrastructure Lim

    ited39

    Bhaskar Foods Private Limited

    40Bhaskar G

    lobal Private Limited

    41Bhaskar G

    reen Power Private Limited

    42Bhaskar H

    ousing Development Com

    pany Private Lim

    ited43

    Bhaskar Industries Limited

    44Bhaskar Infraventure Lim

    ited45

    Bhaskar Multi M

    edia Private Limited

    46Bhaskar M

    ultinet Limited

    47Bhaskar N

    ews M

    edia Limited

    48Bhaskar Publications and Allied Industries Private Lim

    ited49

    Bhaskar Bio-Fuels Private Limited

    50Bhaskar V

    enkatesh Products Private Lim

    ited51

    Bhaskar United Sporting Pvt. Ltd.52

    Bhaskar Inframine Private Lim

    ited53

    Bhopal Financial Services Private Limited

    54Brick Joint Pte. Lim

    ited55

    Bright Drug Industries Limited

    56Brightrade Pte. Lim

    ited57

    Chambal T

    radings Private Limited

    58D

    B Buildcon Private Limited

    59D

    B Energy and Foods Private Limited

    60D

    B Energy Private Limited

    61D

    B Infrastructures Private Limited

    62D

    B Infratech Private Limited

    63D

    B Malls Private Lim

    ited64

    DB M

    etals Private Limited

    65D

    B Mining Corp Lim

    ited66

    DB M

    inings Private Limited

    67D

    B Partners Enterprises Private Limited

    68D

    B Power Lim

    ited69

    DB Pow

    er (Chhattisgarh) Limited70

    DB Pow

    er (Jharkhand) Private Limited 71

    DB Pow

    er (Madhya Pradesh) Limited72

    Ample Power Lim

    ited (Formerly known as DB Power (Orissa) Limited)73

    DB Publications Private Lim

    ited74

    Delight Investm

    ents Pte. Limited

    75D

    elta Coal and M

    ining Private Limited

    76D

    eluxe Tra

    vel Service Private Limited

    77D

    emeurer D

    evelopers Private Limited

    78D

    esign Solutions Limited

    79D

    ev Enterprises Private Limited

    80D

    ev Fiscal Services Private Limited

    81D

    iligent Media Corporation Lim

    ited82

    Dim

    ension Media Private Lim

    ited83

    Direct (OOH) Media Private Limited

    84D

    ivya Dev Developers Private Limited

    85D

    iva Oil and G

    as Limited

    86D

    ivya Prabhat Publications Private Limited

    87D

    ivya Trading Private Lim

    ited88

    Dolby M

    ining and Power Private Limited

    89Dynam

    ic Concepts Pte. Limited

    90D

    aksh Energy Private Limited

    91D

    elicious Foods & Beverages Private Limited

    92D

    iligent Power Private Limited

    93D

    olby Power & Energy Private Limited

    94Dynam

    ic Infraventure Private Limited

    95D

    evasree Inframine Private Lim

    ited96

    Dhanshree M

    ines Private Limited

    97D

    ivine Inframine Private Lim

    ited98

    Dynamic Infram

    ine Private Limited

    99D

    B Microfinance Private Lim

    ited100

    Deligent Hotel Corporation Private Lim

    ited101

    Exxoils Enterprises Private Limited

    102G

    walior Buildcon Private Limited

    103H

    athway Bhaskar M

    ultinet Private Limited

    104India Interactive Te

    chnologies Limited

    105India United Te

    xtile Mills Lim

    ited106

    Jay Vision Care and Ophthalm

    ics Private Limited

    107Khandadhar M

    inerals Limited

    108M

    anjul Publishing House Private Limited109

    Mary Developers Private Lim

    ited 110

    New

    Era Publications Private Limited

    111Peacock T

    rading and Investments Private Lim

    ited112

    Rainbow Resources Pte Lim

    ited113

    Regency Agro Products Private Lim

    ited114

    Regency Hotels and Investm

    ents (India) Private Limited115

    S. A. Trading and Investm

    ents Private Limited

    116S

    aura

    shtra Samachar Private Lim

    ited117

    S. B. Hotels Private Limited

    118Sharda Real Estate Private Lim

    ited119

    Sharda Solvent Limited

    120Shashwat Hom

    es Private Limited

    121Shourya Diam

    onds Limited

    122Solvent T

    raders Private Limited

    123Stitex G

    lobal Limited

    124Sunshine Solvent Private Lim

    ited125

    Surge Developers Private Limited

    126Surya Eye Institute and Research Centre Private Lim

    ited127

    Vastu M

    ines Private Limited

    128V

    enture D

    rive Pte. Limited

    129Vindhya Solvent Private Lim

    ited130

    Vista N

    atural Resources Private Lim

    ited131

    Writers and Publishers Private Lim

    ited132

    Yom

    an Infrastructure Private Lim

    ited133

    Bhaskar Photo Type Setter, Bhopal

    134Bhaskar Printing Press, Ahm

    edabad, Surat, Vadodra

    135Bhaskar Printing Press, Bhopal

    136M

    /s. Dwarka Prasad Agarwal and Brothers137

    Dw

    arka Prasad Agarwal Charitable Tru

    st138

    Girish Agarwal HUF

    139M

    /s. Matolia M

    otels140

    Om

    Prakash Garg HUF

    141Paw

    an Agarwal HUF142

    Ram

    esh Chandra Agarwal HUF143

    R.C.Agarwal Charitable T

    rust

    144R

    C Phototype Setter, R

    aipur145

    M/s. R.C. Printers

    146Sharda Devi Charitable T

    rust

    147Shivpuri T

    rading Corporation148

    Sudhir Agarwal HUF149

    Vishnu Prasad Garg HUF

    150Vindhya Power Private Lim

    ited151

    Virat Infraventures Private Limited

    Sr. N

    o.N

    ame

    Annexure to the Directors' Report for the Financial Y

    ear ending on March 31, 2011

    Persons constituting Group coming within the definition of the 'group' as defined in the M

    onopolies and Restrictive Trade Practice Act, 1969, include the following:Our Prom

    oters and Promoter Group (Individuals and Entities)

    Sr. N

    o.N

    ame

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 13

  • 14

    1)CO

    MPA

    NY

    PHILO

    SOPHY

    ON CO

    DE OF G

    OVERNANCE

    The Compa

    ny operates on valued principles evolving highest standards of ethics of business and attributing top m

    ost priority toco

    rporate governance and compliance with the regulatory fram

    ework since the Compa

    ny believes that exemplary adherence to

    corporate governance sta

    ndards adds value in every activity, besides providing for control, accountability and proactive m

    easures

    wherever required, ultim

    ately resulting in enhancement in stakeholders' value.

    Subsequent to an Initial Public Offer (IPO) during the year 2009-10, the compa

    ny's equity shares have been listed on BSE andNSE, w

    .e.f January 06, 2010. Accordingly

    , co

    mpliance with the provisions of the relevant clauses of the Listing Agreem

    ent relat-

    ed to Corporate Governance have becom

    e applicable to the compa

    ny on and from the date m

    entioned above.

    2) NUMBER O

    F BOARD M

    EETINGS

    The Board of Directors duly met 7 tim

    es during the year on April 9, 2010, May 5, 2010, M

    ay 27, 2010, June 26, 2010, July 30,2010, O

    ctober 22, 2010 and January 24, 2011. At least one meeting of the Board of Directors was held in every quarter and the

    ma

    ximum

    gap between two meetings was less than 4 m

    onths.

    3) DIRECTORS' ATTEN

    DA

    NCE RECORD A

    ND

    DIR

    ECTORSHIP

    HELD

    The composition of Board of Directors, their attendance at the Board M

    eetings during the financial year and at the last AGM

    , asalso num

    ber of other directorships held by them are as follows:-

    (*)For the purpose of the above, directorships in other public lim

    ited compa

    nies only are considered.(**)

    For the purpose of the above, mem

    bership/chairmanship in the Audit Com

    mittee and Shareholders' G

    rievance Comm

    ittees only are co

    nsidered.

    Mr. R

    .C. Agarwal, Chairman

    76

    Ye

    s9

    Promoter

    0/1M

    r. Sudhir Agarwal, M

    anaging Director7

    6N

    o11

    Promoter

    2/1M

    r. G

    irish Agarwal, Director7

    6Y

    es

    14Prom

    oter1/0

    Mr. Paw

    an Agarwal, Director7

    5N

    o11

    Promoter

    1/3M

    r. N

    iten Malhan, N

    ominee D

    irector7

    4N

    o6

    Nom

    inee4/0

    Mr. Ajay Piramal, Independent Director

    72

    No

    4N

    on-ExecutiveIndependent

    1/0M

    r. K.C. Chowdhary

    , Independent Director

    76

    Ye

    s1

    Non-Executive

    Independent1/0

    Mr. Piyush Pandey

    , Independent Director

    71

    No

    0N

    on-ExecutiveIndependent

    0/0M

    r. H

    arish Bijoor, Independent Director

    75

    No

    1N

    on-ExecutiveIndependent

    1/0M

    r. Ashw

    ani Singhal, Independent Director7

    5N

    o1

    Non-Executive

    Independent0/0

    Nam

    e of the director / D

    esignationA

    ttendance at meetings

    during 2010-11

    No. of BoardM

    eetings heldA

    ttendedLast AG

    Mattended

    No. of otherDirectorship

    (s) (*)Category of

    DirectorsN

    o. of mem

    -bership

    s/chairm

    an-ship(s) of

    Board com

    -m

    ittees ofother com

    pa-

    nies(**)

    REPO

    RT ON CO

    RPORATE G

    OVERNANCE

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 14

  • 15

    4) COMMITTEES OF THE BOARD4.1. M

    andatory Comm

    ittees

    The Board of Directors has constituted board-level com-

    mittees to delegate m

    atters requiring greater and more

    focused attention and also for smoother and better

    administrative convenience and on specific m

    atters,these com

    mittees prepa

    re the ground-work for decision

    making and report to the Board.

    Details on the role and com

    position of these comm

    ittees,including the num

    ber of meetings held during the financial

    year 2010-11 and the related attendance are providedbelow:A) A

    udit comm

    itteeThe Audit Com

    mittee of the Board of Directors of the

    Compa

    ny comprises of five m

    embers and M

    r. Kailash

    Chandra Chowdhary, Independent Director heads the

    sam

    e a

    s Chairman of the Audit Com

    mittee.

    The composition of Audit Com

    mittee m

    eets the require-m

    ents of Sec 292A

    of the Compa

    nies Act, 1956 andclause 49 of the Listing Agreem

    ent.

    The following table provides the composition of the Audit

    Comm

    ittee of the compa

    ny.

    The Audit Comm

    ittee acts as per the term

    s of referencem

    ade to it by the Board of Directors, from tim

    e to time,

    inter alia, assists the board in its responsibility for over-

    seeing the quality and integrity of the accounting, audit-

    ing, and reporting practices of the Compa

    ny and its com

    -pliance with the legal and regulatory requirem

    ents. Theco

    mm

    ittee oversees the accounting and financial report-ing process of the Com

    pany

    , the audit of the Com

    panys

    financial statements, re

    viewing accounting policies and

    acco

    unting

    standards

    applicable to

    the Com

    pa

    ny,

    appointment, independence and perform

    ance of thestatutory Auditors and Internal Auditors, reviewing theCom

    pa

    nys financial and risk managem

    ent policies,re

    viewing the scope of the internal audit plan, procedures,

    adequacy of the internal audit functions and internal con-trol system

    s, review of statement of significant related

    party transactions subm

    itted by the managem

    ent.

    During the year the com

    mittee m

    et Four times on M

    ay 27,2010, July 30, 2010, O

    ctober 22, 2010 and January 24,2011.

    Mr. Kailash Chandra Chowdhary- Chairm

    an Independent Director

    Mr. Ashw

    ani Singhal Independent Director

    Mr. Piyush Pandey

    Independent DirectorM

    r. N

    iten Malhan

    Non-executive D

    irectorM

    r. G

    irish Agarwal N

    on-executive Director

    Name of the Director

    Executive/Non-executive/Independent

    Attendance of each m

    ember at the A

    udit Comm

    itteem

    eetings held during the year

    Mr. K. V

    enkata

    ram

    an

    , Compa

    ny Secretary of the com

    pa-

    ny is acting Secretary of the Audit Com

    mittee.

    B)Shareholdersand InvestorsG

    rievance Comm

    itteeThe Board has constituted a Shareholders

    and

    InvestorsGrievance Com

    mittee under the chairm

    an-ship of Shri G

    irish Agarwal and the composition of the

    sam

    e is as under :

    The Shareholders/InvestorsGrievance Com

    mittee is

    responsible for the redressal of shareholders and

    investorsgrievances such as non-receipt of share certifi-cates, annual reports a

    nd dividend, issuance of duplicateshare certificates, consolidation and splitting , transfera

    nd transmission, dem

    aterialization / rematerialization of

    shares etc.. The comm

    ittee oversees the performance of

    the Registrars and T

    ran

    sfer Agents of the Compa

    ny (RTA)a

    nd recomm

    ends measures for overall im

    provement in

    the quality of investor services.

    At the close of the year under review on March 31, 2011,

    78 complaints in the nature of non- receipt of refund, non-

    receipts of credit to Dem

    at Accounts etc. were received

    from the shareholders and all of them

    have been resolveda

    nd disposed accordingly, a

    s reported by the RTAof the

    com

    pany

    .

    Mr. K. V

    enkata

    ram

    an

    , Compa

    ny Secretary of the com

    pa-

    ny is acting as the Secretary of Shareholders

    and

    InvestorsGrievance Com

    mittee.

    Mr. G

    irish Agarwal- Chairman

    Non Executive D

    irectorM

    r. Paw

    an AgarwalN

    on Executive Director

    Mr. Sudhir Agarwal

    Executive Director

    Mr. N

    iten Malhan

    Non Executive D

    irector

    Name of the Director

    Executive/Non executive/Independent

    Mr. Kailash Chandra

    Chowdhary- Chairman

    Independent4

    4

    Mr. Ashw

    ani Singhal - Mem

    berIndependent

    43

    Mr. Piyush Pandey - M

    ember

    Independent4

    1M

    r. N

    iten Malhan - M

    ember

    Non- Executive

    42

    Mr. G

    irish Agarwal - Mem

    ber N

    on- Executive4

    4

    Name of the m

    ember of

    the Audit Comm

    itteeNature of

    Directorship inthe Com

    pany

    No. ofm

    eetingsheld

    No ofm

    eetingsattended

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 15

  • 16

    During the year the com

    mittee m

    et Four times on M

    ay 27,2010, July 30, 2010, O

    ctober 22, 2010 and January 24,2011.

    Attendance of each mem

    ber at the Shareholdersa

    ndInvestors

    Grievance Com

    mittee held during the year

    2010-11, is as under :

    In the meetings of the Shareholders/InvestorsG

    rievanceCom

    mittee held during the year ended 31st M

    arch, 2011,subsequent to the listing of the equity shares of the com

    -pa

    ny, the periodical reports re

    ceived from the RTA

    of theco

    mpa

    ny were placed and noted.

    4.2. Non - M

    andatory Comm

    itteesC) Remuneration Committee:The com

    position of Remuneration Com

    mittee is as follows:

    Nam

    e of the DirectorExecutive/Non-executive/

    Independent

    Mr. Ajay Piramal

    Independent DirectorM

    r. Kailash Chandra Chowdhary

    Independent DirectorM

    r. N

    iten Malhan

    Non Executive D

    irectorM

    r. G

    irish Agarwal N

    on Executive Director

    The Rem

    uneration Comm

    ittee determines our Com

    pany's

    rem

    un

    eration policy

    , having regard to perform

    ance standards

    and existing industry practice. Under the existing policies of our

    Compa

    ny, the R

    emuneration Com

    mittee, inter alia, determ

    inesthe rem

    uneration payable to our Directors.Apa

    rt from discharging the above-m

    entioned basic function, theR

    emuneration Com

    mittee also discharges the following func-

    tions:

    Fram

    ing policies and compensation including salaries and

    salary adjustments, incentives, bonuses, promotion, bene-

    fits, stock options and performance ta

    rgets of the top exec-utives; and

    Form

    ulating strategies for attracting and retaining employ-

    ee

    s, em

    ployee development program

    s.There w

    as no meeting of the Rem

    uneration Comm

    ittee duringthe year

    . N

    one of the directors have been granted any stockoption. The tenure of office of M

    r. Sudhir Agarwal, M

    anaging

    Director of the com

    pany

    , is for a period of 5 years with

    effect from January 1, 2007, pursuant to the M

    anagingD

    irector's agreement dated August 29, 2007. The

    Managing Director is entitled to an annual salary of Rs.

    3,600,000. As per the agreement he is not paid any sitting

    fees for attending the meetings of the Board or any

    com

    mittees.

    During the financial year 2010-11 the Com

    pany paid

    rem

    un

    eration to its Executive D

    irectors as per the detailsgiven below:

    Nam

    e of DirectorSalaries & perquisites (in Rs.)

    Mr. Sudhir Agarwal,

    36,00,000/=M

    anaging Director

    During the current financial year 2011-12, the term

    of Mr.

    Sudhir Agarwal, as the Managing Director of the com

    pa-

    ny will expire on December 31, 2011 and he will be reap-

    pointed for a further period of 5 years from January 01,

    2012 to Decem

    ber 31, 2016, on an annual remuneration

    of Rs.60,00,000/-, per annum, pursuant to the approval of

    the remuneration com

    mittee and the Board of Directors,

    subject to approval of the shareholders in the ensuingAnnual G

    eneral Meeting of the Com

    pany

    .

    D) Compensation Committee:W

    ith a view to com

    ply with the provisions of the SEBI(Employees Stock O

    ption Scheme and Em

    ployee StockPurchase Schem

    e) Guidelines, 1999, and other provi-sions

    as applicable, the Board has constituted a

    Compensation Com

    mittee, on Novem

    ber 28, 2007. Them

    ain scope of functions of this comm

    ittee shall be admin-

    istration, implem

    entation, execution and monitoring of the

    Employees' Stock O

    ption Scheme/s, of our Com

    pany

    ,

    from tim

    e to time. The com

    position of Compensation

    Comm

    ittee is as follows: N

    ame of the Director

    Executive/Non-executive/Independent

    Mr. Kailash Chandra Chowdhary

    Independent DirectorM

    r. Ashw

    ani SinghalIndependent Director

    Mr. Piyush Pandey

    Independent DirectorM

    r. Paw

    an AgarwalN

    on Executive Director

    Mr. N

    iten Malhan

    Non Executive D

    irector

    During the year 2010-2011, one m

    eeting of the Compensation

    Comm

    ittee was held on January 24, 2011.M

    r. K V

    enkata

    ram

    an

    , Compa

    ny Secretary and Com

    plianceO

    fficer, a

    cts as the Secreta

    ry of all the comm

    ittees of our Board.

    5)G

    ENERALBO

    DYM

    EETINGS :

    The date, time and venue of the previous Annual G

    eneral

    Mr. G

    irish Agarwal- Chairman

    Non- Executive

    44

    Mr. Sudhir Agarwal- M

    ember

    Executive4

    4M

    r. Paw

    an Agarwal - Mem

    berN

    on- Executive4

    4M

    r. N

    iten Malhan

    - M

    ember

    Non- Executive

    44

    Name of the m

    ember of

    the Shareholders' andInvestors' GrievanceCom

    mittee

    Nature ofDirectorship inthe Com

    pany

    No. ofm

    eetingsheld

    No ofm

    eetingsattended

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 16

  • 17

    me

    etings held during the last three years are given below:

    6.D

    ISCLOSURES:

    There are no m

    aterially significant transactions made

    by the Compa

    ny with its Promoters, D

    irectors orM

    anagement, their subsidiaries or relatives etc. that

    may have a potential conflict with the interest of the

    Compa

    ny at large.

    D

    uring last three years, there were no strictures orpenalties im

    posed by either SEBI or the StockExchanges or any statutory authority for non - com

    pli-a

    nce

    of any matter

    .

    The Com

    pany has a Code of Conduct for its D

    irectorsa

    nd Senior Managem

    ent Personnel. The Board mem

    -bers and Senior M

    anagement personnel of the

    Compa

    ny affirm com

    pliance with this code.

    The details of the shares held by the Directors of theCom

    pany as at M

    arch 31, 2011 are as under:

    Nam

    e of the DirectorN

    o. of Equity Shares held M

    r. R

    .C. Agarwal, 32,010,062

    Mr. Sudhir Agarwal

    18,006,206M

    r. G

    irish Agarwal, 15,227,186

    Mr. Paw

    an Agarwal, 17,424,808

    Mr. N

    iten Malhan

    -- N

    IL--M

    r. Kailash Chandra Chowdhary

    -- N

    IL--M

    r. Ajay Piramal,,

    -- N

    IL--M

    r. Piyush Pandey

    ,

    -- N

    IL--M

    r. H

    arish Bijoor, Independent Director

    -- N

    IL--M

    r. Ashw

    ani Singhal, Independent Director-- N

    IL--

    Sitting Fees, paid to the Non- Executive and IndependentD

    irectors of the compa

    ny, during the year 2010-11, is as

    follows:N

    ame of the Director

    Sitting fees paid

    Mr. R

    .C. Agarwal, R

    s. 1,20,000M

    r. G

    irish Agarwal, R

    s. 1,20,000M

    r. Paw

    an Agarwal, R

    s. 1,00,000M

    r. N

    iten Malhan

    Nil

    Mr. Kailash Chandra Chowdhary

    Rs. 1,60,000

    Mr. Ajay Piramal,,

    Rs. 40,000

    Mr. Piyush Pandey

    ,

    Rs. 25,000

    Mr. H

    arish Bijoor,

    Rs. 1,00,000

    Mr. Ashw

    ani Singhal, R

    s. 1,15,000Total

    Rs.7,80,000/=

    7. MEA

    NS OF CO

    MM

    UNICATION:

    The unaudited quarterly results, audited financial results of theCom

    pany are published for the information of the shareholders in

    leading national newspapers and are also intimated to respective

    stock exchanges as required under the Listing Agreement.

    8. GENERALSHAREHOLDER INFORM

    ATION:

    AGM

    for 2010-11: Date, tim

    e and venue : July 8, 2011, Tim

    e: 4.00 P.M

    .V

    enu

    e: Registered O

    ffice of the Comp

    any.

    Financial Calendar for the year comm

    encing from

    01-April-2011 to 31-March- 2012 (Te

    ntative)First Quarter Results

    :Upto August 14, 2011

    Second Quarter Results:

    Upto November 14, 2011

    Third Quarter Results :

    Upto February 14, 2012R

    esults for the year endingM

    arch, 2012 Upto M

    ay 15, 2012D

    ate of Book closure:

    2nd July, 2011 to 8th July

    , 2011

    Listing on Stock Exchanges:

    The shares of the compa

    ny are listed on Bombay Stock

    Exchange Limited and the National Stock Exchange of India

    Limited. The Annual Listing fees for the year 2011-2012 have

    been paid to these Stock Exchanges.

    Stock Code:

    Bombay Stock Exchange Lim

    ited :

    Scrip Code / Symbol -

    533151 / DBCORP

    National Stock Exchange of India Lim

    ited :Scrip Sym

    bol: DBCORP

    The compa

    ny has also paid the Annual Custodial fees toboth depositories (i.e. National Securities DepositoryLim

    ited and Central Depository Services (India) Limited)

    9.STOCK M

    ARKET PRICE DATAFOR THE

    YEAR 2010-11:

    Compa

    ny's shares are listed on Bombay Stock Exchange and

    National Sto

    ck Exchange during the financial year,

    The Market quotation of com

    pany's shares on BSE and NSE is

    as follows:

    MONTH

    BSE Share Price SENSEXNSE Share Price

    NIFTY

    HIGHLOW

    HIGHLOW

    HIGHLOW

    HIGHLOW

    April 2010265.50

    241.0018,047.86

    17,276.80266.10

    239.005399.65

    5160.90May 2010

    256.95225.00

    17,536.8615,960.15

    258.80211.35

    5278.704786.45

    June 2010253.80

    230.1017,919.62

    16,318.39253.00

    227.555366.75

    4961.05July 2010

    248.00230.00

    18,237.5617,395.58

    246.00230.55

    5477.505225.60

    August 2010275.00

    240.3518,475.27

    17,819.99275.75

    240.255549.80

    5348.90September 2010

    289.10246.00

    20,267.9818,027.12

    289.40247.00

    6073.505403.05

    October 2010307.00

    266.7020,854.55

    19,768.96310.20

    265.006284.10

    5937.10November 2010

    284.40242.10

    21,108.6418,954.82

    285.00240.05

    6338.505690.35

    December 2010274.05

    235.1020,552.03

    19,074.57275.00

    235.106147.30

    5721.15January 2011

    279.00238.00

    20,664.8018,038.48

    278.65235.15

    6181.055416.65

    February 2011261.65

    226.0018,690.97

    17,295.62261.30

    231.005599.25

    5177.70March 2011

    268.20234.25

    19,575.1617,792.17

    274.00233.70

    5872.005348.20

    Registrar & Share Transfer Agent (RTA): For any assista

    nce

    regarding Share Tra

    nsfers, T

    ran

    smissions,

    change of address, non-receipt of dividends, duplicate missing

    share certificates and other relevant matters, the Registrar and

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 17

  • 18

    Tra

    nsfer Agents of the Com

    pany at the following

    address may be conta

    cted:

    M/s Karvy Com

    putershare Pvt. Ltd.(Unit: D.B. Corp Limited)Address

    :Plot no. 17 to 24, Vittalrao N

    agarM

    adhapur, Hyderabad - 500 081

    Tel No

    :040-44655000

    Fax:

    040-23420814-0857Conta

    ct person:

    Mr. U. S. Singh

    10. SHARE TRANSFER SYSTEM:

    The process of recording of share transfers, transmis-

    sions, etc. , for shares held electronic form is handled by

    M/s Karvy Com

    puter Share Pvt. Ltd (RTA) and a reportthereof is sent to the com

    pany periodically and the

    Shareholders'/Investors' Grievance Com

    mittee of the

    Compa

    ny takes note of the same periodically

    . In respect

    of shares held in physical form the transfer docum

    entsa

    re lodged with the RTA

    and after processing , the sam

    eis sent to the com

    pany

    , a

    nd the Shareholders'/Investors'G

    rievance Comm

    ittee conveys its approval to the

    Registrars, who dispatch the duly transferred share cer-

    tificates to the shareholders concerned, after complying

    with the applicable provisions. The average tim

    e taken forprocessing share transfers requests including dispatch ofShare certificates is 30 days, while it takes m

    inimum

    of 15days for processing dem

    aterialization requests by theShare T

    ran

    sfer Agents.

    Dem

    aterialization of shares and Liquidity: As on 31-03-2011, the Com

    pany

    , the status of the dem

    aterial-ized and physical form

    of shares of the compa

    ny, is as under:

    Shares held in N

    o. of Shares%

    Electronic Form w

    ith CDSL413123

    0.22Electronic Form

    with NSDL

    15026579281.99

    Physical Form32604316

    17.79Total

    183283231100

    11.SHAREHOLDING

    PATTERN

    (EQUITY) AS ON

    MA

    RCH 31 2011:Sr.

    CategoryNo. of

    No.Holders

    Total SharesPercentage

    1PRO

    MO

    TERS13

    11686870363.76%

    2PRO

    MO

    TERS BODIES

    CORPO

    RATE7

    4099505722.37%

    3FO

    REIGN INSTITUTIO

    NALIN

    VESTORS

    319623005

    5.25%4

    OVERSEAS CO

    RPORATE

    BODIES

    26607594

    3.61%5

    MUTUAL

    FUNDS30

    58155693.17%

    6R

    ESIDENTIN

    DIVIDUALS

    120421216599

    0.66%7

    BODIES CO

    RPORATES

    2561634605

    0.89%8

    H U F

    537503874

    0.27%9

    NON RESIDENT

    IND

    IANS92

    162080.01%

    10CLEARING

    MEM

    BERS21

    20170.00%

    Total13031

    183283231100.00%

    12.DISTRIBUTION SCHEDULE AS ON MARCH 31, 2011:

    Share or debentureShare / debenture

    Share / A

    mount

    holding of nominal

    holdersdebenture

    value R

    s.R

    s. N

    umber

    % to Total

    In Rs.

    % to Total

    (1)(2)

    (3)(4)

    (5)Upto

    -5000

    1276697.91%

    81354200.44%

    5001-

    1000098

    0.75%759730

    0.04%

    10001-

    2000039

    0.30%587960

    0.03%

    20001-

    3000016

    0.12%409670

    0.02%

    30001-

    400007

    0.05%256430

    0.01%

    40001-

    5000010

    0.08%468380

    0.03%

    50001- 100000

    190.15%

    14385400.08%

    100001&

    Above84

    0.64%1820776180

    99.34%

    Total13039

    100%1832832310

    100%

    Equity Shares held in Suspense Account:

    As per Clause 5Aof the Listing Agreem

    ent, the compa

    ny reportsthat 247 Shares are lying in the suspense account, as on M

    arch31, 2011.

    The GDR/ A

    DR/ Convertible instrum

    ents:The Com

    pany has not issued any G

    DR/ADR/Convertible instru-m

    ents during the financial year 2010-11.

    Address for Investor Correspondence:

    K. Ve

    nkatara

    ma

    nCom

    pany Secreta

    ry & Compliance O

    fficerD

    .B. Corp Limited

    501, 5th Floor, N

    aman Corporate Link,

    Opp. Dena Bank,

    C-31, G- Block,

    Bandra Kurla Complex,

    Bandra - East, M

    umbai - 400051

    Tel No: 022-39888840

    Fax No: 022-39804793

    e-m

    ail: dbipo@im

    cl.co.in

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 18

  • 19

    Declaration regarding com

    pliance by the Boardand Senior m

    anagement personnel w

    ith the Code of Conduct

    This is to certify that the Compa

    ny has adopted a Code of Conduct for all Board Mem

    bers and Senior Managerial

    Personnel of the Compa

    ny and this Code has been posted on the website of the Compa

    ny.

    I confirm that in respect of the financial year M

    arch 31, 2011, the Compa

    ny has received a declaration of compliance with

    the Code of Conduct as applicable to them, from

    the senior managerial personnel of the Com

    pany and the M

    embers of

    the Board.

    May 18, 2011

    (Sudhir Agarwal)M

    umbai

    Managing Director

    Auditors' Certificate on Com

    pliance with the

    conditions of Corporate G

    overnance

    We

    have examined the com

    pliance of conditions of Corporate Governance of D.B. Corp Lim

    ited (The Company ), for the

    year ended on March 31, 2011, as stipulated in clause 49 the Listing Agreem

    ent of the said Compa

    ny with stocke

    xchanges.

    The compliance of conditions of corporate governance is the responsibility of the m

    anagement. O

    ur examination was lim

    -ited to procedures and im

    plementation thereof , adopted by the Com

    pany

    , for ensuring the com

    pliance conditions ofCorporate G

    overnance. It is neither an audit nor an expression of opinion on the financial statements of the Com

    pany

    .

    In our opinion and to the best of our information and according to the explanations given to us , we certify that the

    Compa

    ny has complied with the conditions of Corporate G

    overnance, as stipulated in the above mentioned Listing

    Agreement.

    We

    further state that such compliance is neither an assurance as to the future viability of the Com

    pany nor the efficien-

    cy or effectiveness with which the managem

    ent has conducted the affairs of the compa

    ny.

    For S.R.Batliboi & Associates

    For Gupta N

    avin K.& CoFirm

    Registration No: 101049W

    Firm Registration No: 06263C

    Chartered Accountants

    Chartered Accountants

    per Am

    it Majmudar

    per Navin K. Gupta

    Partner Partner

    Mem

    bership No : 36656 M

    embership No : 75030

    May 18, 2011

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 19

  • 20

    Details of the Directors seeking appointm

    ent/reappointment at the forthcom

    ing AGM

    :N

    ame of the Director

    Mr. H

    arish BijoorD

    ate of Birth3rd June 1961

    Date of Appointm

    ent28th N

    ovember 2007

    Areas of Experience

    He has over 27 years of experience in m

    arketing and brand managem

    ent. He beganhis career in H

    industan

    Lever Limited (formerly known as Brooke Bond Lipton India

    Limited), and was in charge of sales, distribution and brand management of the

    com

    pany

    . H

    e also worked in Tata

    Coffee Limited and was responsible for their brand

    ma

    nagem

    ent for over eight years. He also worked in Zip Telecom Lim

    ited as Chief O

    perating Officer from

    2000 to 2001.Educational Qualifications

    Graduate and Post G

    raduate degree in Arts, from Bangalore University

    .

    Comp

    anies in which he holds

    directorshipG

    lobal Edge Software Lim

    ited

    Mem

    bership/Chairmanship of

    Board Com

    mittees

    NIL

    ShareholdingN

    IL

    Nam

    e of the DirectorM

    r. Ashw

    ani Kumar Singhal

    Date of Birth

    31st October 1961

    Date of Appointm

    ent28th N

    ovember 2007

    Areas of Experience

    Mr. Ashw

    ani Kumar Singhal has over 26 years of experience in non-ferrous

    metallurgical industry and is presently handling the activities related to global

    sou

    rcing of raw materials of his business in m

    anufacture of non-ferrous metals. H

    e w

    as the vice-president of BIR Brussels, the International Authority in Non- Ferrous

    Metals for global trends in the industry from

    1996 to 2008. Educational Qualifications

    B.Com (Hons.) degree from Gurunanak Dev University

    , Am

    ritsar

    Companies in w

    hich he holds directorshipKatyanidevi Leasing and Finance Com

    pany Private Lim

    itedSynergy M

    edia Entertainment Lim

    itedM

    embership/Chairm

    anship of Board Com

    mittees

    D.B. Corp Lim

    ited Shareholding

    NIL

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 20

  • 21

    Details of the Directors seeking appointm

    ent/reappointment at the forthcom

    ing AGM

    :N

    ame of the Director

    Mr. Sudhir Agarwal

    Date of Birth

    20th July 1967D

    ate of Appointment

    Appointed as Additional Director on 10-12-2005 and appointed as the Managing

    Director from

    01-01-2007 a period of 5 years .A

    reas of ExperienceM

    r. Sudhir Agarwal is having approxim

    ately 22 years of experience in the publishinga

    nd newspaper business and has been employed with our organization for all of this

    period. He is responsible for our long term vision and strategy and is heading m

    anyn

    ew

    initiatives undertaken by the compa

    ny.

    Educational QualificationsBachelor's degree in science

    Comp

    anies in which he holds directorship

    As per list given belowM

    embership/Chairm

    anship of B

    oard Comm

    itteesM

    ember - Shareholders/Investors' G

    rievance Comm

    itteeShareholding in the com

    pany

    18006206 shares

    Directorship List of Shri. Sudhir Agarwal

    S.NoN

    ame of the Com

    pany

    S. NoN

    ame of the Com

    pany

    1Bhaskar V

    enkatesh Products Private Lim

    ited20

    Vindhya Solvent Pvt. Limited

    2Bhaskar Foods Pvt. Ltd.

    21Aarkey Aditya Developers Pvt. Ltd

    3Bhaskar Industries Ltd.

    22D

    elta Coal & M

    ining Pvt. Ltd.4

    Bhaskar Publications and Allied Ind. Pvt. Ltd.

    23Am

    ple Power Ltd (Formerly known as D

    B Power (Orissa) Ltd)

    5Bhaskar Bio-fuels Pvt. Ltd.

    24D

    B Power (Chhattisgarh) Limited

    6Bhaskar Exxoils Pvt. Lim

    ited25

    Va

    stu Mines Pvt. Ltd

    7D

    B Malls Pvt. Lim

    ited26

    Dolby M

    ining & Power Pvt. Ltd8

    Diligent M

    edia Corporation Ltd27

    Vista N

    atural Resources Pvt. Ltd

    9I M

    edia Corp Ltd28

    Bhaskar New

    s Media Lim

    ited10

    Saurashtra Samachar Private Lim

    ited29

    Bhaskar Entertainment & M

    edia Pvt. Ltd11

    Shourya Diamonds Lim

    ited30

    DB Pow

    er (Jharkhand) Pvt. Ltd12

    Surge Developers Private Ltd.31

    DB Energy and Foods Pvt. Ltd

    13Synergy M

    edia Entertainment Ltd.

    32D

    emeurer D

    evelopers Pvt. Ltd14

    Writers and Publishers Pvt. Lim

    ited33

    Le Soleil Developers Pvt Ltd15

    DB Energy Private Lim

    ited34

    Sharda Solvent Limited

    16India Interactive Te

    chnologies Limited

    35D

    aksh Energy Pvt Ltd17

    Hathw

    ay Bhaskar Multinet Pvt Ltd

    36Vindhya Power Pvt Ltd

    18D

    B Publications Private Limited

    37D

    eligent Hotel Corporation Pvt Ltd19

    Diva oil & G

    as Limited

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 21

  • 22

    Additionally, during the current year 2011-12, the com

    pany

    launched the Dhanbad edition in April 2011.W

    e co

    ntinue our efforts to provide best quality of newspapersto our readers and in this direction, Dainik Bhaskar group hasalw

    ays used latest technology of printing infrastructure,im

    proved editorial content etc., enhanced printing quality. In it's

    endeavor to achieve newer heights a

    nd long term objectives,

    the compa

    ny marches ahead with m

    any steps and initiatives

    and noteworthy efforts have begun in the areas of corporate

    restructuring, Ad revenue planning and Editorial content in addi-

    tion to attributing more focus on the event m

    anagement. It is an

    on

    going affair for the compa

    ny to receive recognitions andim

    prove its ma

    rket position in the industry. Increasing rate of lit-

    era

    cy across the country, growth in readership of Hindi newspa

    -pers and im

    proved reach to consumers and increase in

    the advertisement spend are m

    ainly the driving forces for theco

    mpa

    ny.

    Keeping in mind the potential available and rem

    aining untapped, the com

    pany has already begun it's pre-launch activities

    in the state of Maharashtra, with great vigor since it is felt that

    the compa

    ny is well best placed to capture the hugely under-penetrated regional m

    arket, having huge scope for readershipa

    nd ad revenue expan

    sion, clubbed with high economic growth

    potential of the region. With high regard for its ability to identify

    ne

    w m

    arket opportunities and to expa

    nd its readership through

    innovative market penetration strategies, as dem

    onstrated inthe pa

    st, your compa

    ny has in place meticulous planning, strin-

    gent controls, team creation and training, at every stage of this

    project.Besides, looking into the synergy available for the product m

    ixof print and non-print offers to custom

    ers, the compa

    ny hasm

    erged into itself the radio business of Synergy M

    ediaEntertainm

    ent Limited, a subsidiary of your com

    pany

    , a

    s me

    n-

    tioned in the Directors Report for the year under review.

    RISKS, CO

    NCERNS AN

    D TH

    REATS :

    Our com

    pany perceives the following aspects, during the course

    of the business:

    vCom

    petition :The Indian newspaper industry in general and Hindi newspa

    -pers industry in pa

    rticular have become com

    petitive. In each ofo

    ur m

    arket, w

    e face competition from

    other newspapers in cir-culation, readership and advertising.

    v M

    anagement's perception :

    The overall growth in the economy, globally

    , has opened up

    mo

    re potential for the com

    pany and the com

    petition is healthyfor the com

    pany

    , a

    cting as a booster to achieving better resultsin the years to com

    e. The impa

    ct of the growth will be seen inthe advertisem

    ent revenue of the compa

    ny and with the stabili-ty gained from

    the experience during the gloomy year of 2008-

    09, the compa

    ny is consolidating it's position in the chosena

    rea

    s of business. To

    ove

    r com

    e the com

    petition, we equip ourselves with widelyre

    cognized national brand, experienced and dedicated man-

    agement team

    , better reader connect, expanding net work, flex-

    ible liquidity and investment in product developm

    ent, and con-sistent focus on up gradation of technology and all these wouldre

    sult in enhancement of our capabilities to m

    eet the competi-

    tion effectively. Besides, we face and com

    petition as our moti-

    vational factor since we are continuously exploring our entry into

    Managem

    ent Discussion and Analysis report

    INDUSTRY

    OVERVIEW

    :

    In keeping pace

    with the growth in the world econom

    ies, partic-

    ularly in India and emerging m

    arkets, the Media Industry in India

    is also poised for tremendous growth.

    The Indian Media & Entertainm

    ent industry grew from INR 587

    billion in 2009 to INR 652 billion in 2010, registering an overallgrowth of 11

    percent. Backed by positive industry sentiment and

    growing media consum

    ption, the industry is estimated to

    achieve growth of 13 percent in 2011 to touch IN

    R 738 billion.

    As the industry braces for exciting times ahead, the sector is

    projected to grow at a CAGR of 14 percent to reach INR 1,275billion by 2015. (Source : Frames- Report by KPMG- 2011)The M

    edia industry consisting of Print and Non-Print segments

    is flooded with huge growth potential and all the players in theindustry are untiringly working towards higher levels of achieve-m

    ent, in term

    s of volume, value and stakeholders' enhance-

    me

    nt."W

    ith the increased spending power, brand consciousness, bet-

    ter education levels and aspirations, we expect buoyant con-su

    me

    rism in regional m

    arkets and Tier2/3 cities. These con-

    sum

    ers have also preferred Hindi and regional dailies over

    English. The traditional monetization gap between English V/s

    Hindi and other language newspapers has already narrowed

    and we will see this trend continue on the back of this buoyant

    ma

    rket condition in Tier2/3 cities."

    (Source : a quote in Frames- Report by KPMG- 2011 )

    The avenues for the Non-Print front are also increasing andR

    adio business is also having substantial potential for growth.

    "The industry will see growth from existing licenses (through

    increased inventory utilization), from new licenses in the existingcities and through the addition of new cities as a pa

    rt of PhaseThree. As the new

    cities being added in Phase Three are pri-m

    arily sm

    all towns, they are not expected to contribute a largeshare of industry growth in the m

    edium term

    ." (Source : Frames-R

    eport by KPMG

    - 2011 )"In addition, in the light of the im

    proved cost economies and the

    expectation from

    Phase Three licensing, there could be interestin the sector from

    new players. These could include regionalprint players looking to leverage the radio opportunity

    , a

    s well as

    music com

    panies." (Source : Frames- Report by KPMG- 2011 )

    OPERATIO

    NS AT A

    GLANCE :

    From a hum

    ble beginning with one Hindi edition from Bhopal in

    1958, Dainik Bhaskar group has today em

    erged as the m

    ost w

    idely read news paper group in the country. W

    e a

    re o

    ne

    of the leading print media com

    panies in India, publishing news-

    papers with 59 editions and 135 sub-editions in three languages(Hindi, Gujarati and English) in 13 states in India. W

    e have a

    presence in a substantial portion of North, Central and W

    estern

    India, especially the remarkable presence and coverage in Non-

    metro region, which is a key strength and advantage over our

    com

    petitors.D

    uring the year under review, the com

    pany launched Dainik

    Bhaskar in Ranchi in August 2010, in Bhatinda in Septem

    ber2010, Jam

    mu in O

    ctober 2010, in Jamshedpur in Decem

    ber2010 and in Sriganganagar

    , Alw

    ar, Sikar and Bhilwara in

    January 2011. Further, the com

    pany also launched "D B Sta

    r" inJodhpur and Raipur and "Business Bhaskar" in Jaipur

    .

    DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 22

  • 23

    ne

    we

    r ma

    rkets, suiting the potential for growth for our businessa

    ven

    ue

    s.

    v D

    ependence on advertisement revenue :

    We

    rely substantially on advertising custom

    ers for our revenue.D

    uring the year ended on March, 31, 2011, w

    e derived adver-tisem

    ent revenue 79.50% of total revenue and during the year

    ended on M

    arch, 31, 2010 the same was 75.78%

    .

    v M

    anagement's perception :

    We

    cam

    e o

    ut of the most econom

    ically difficult financial year2008-09 and we have registered a growth of 22.95%

    in total rev-e

    nu

    e by achieving turnover of Rs. 1261.64 Crores during the

    year 2010-11 as compa

    red to the same of Rs.1026.13 Crores

    during the year 2009-10. The growth is after effect of demerger

    of Radio division of Synergy Media Entertainm

    ent Ltd. (SMEL)into the com

    pany with effect from

    1st April'10.

    v N

    ewsprint price fluctuation :

    New

    sprint forms the m

    ajor raw material component for our busi-n

    ess a

    nd represents a significant portion of our expenses. For

    the year ended March 31, 2011 and M

    arch31, 2010, newsprintco

    st represented 45.00% and 48.21%

    respectively of our totale

    xpenses. The volatility in newsprint prices is not in control ofprint m

    edia businesses.

    v M

    anagement's perception :

    The year 2008-09 had seen the peak of newsprint prices atu

    nre

    alistically high levels. However, these prices have declined

    significantly during the year under review. Besides, the

    ne

    wsprint price m

    ovement is consistently m

    onitored by the com-

    pany and prom

    pt decisions on procurement planning will contin-

    ue

    to result in reduced consumption cost in future, as evidenced

    by the compa

    ny in the financial year 2011.

    v Senior m

    anagement team

    :W

    e have a team

    of professionals to oversee the operations andgrowth of our business. O

    ur success is substantially dependent

    on

    the expertise and services of our managem

    ent team. The

    loss of services of such managem

    ent personnel or key person-n

    el could have an adverse effect on our business. Further ourability to m

    aintain our leadership position in the print media busi-

    ne

    ss depends on our ability to attract, train, motivate and retain

    highly skilled personnel.

    v M

    anagement's perception :

    The compa

    ny has team of professional m

    anagers comm

    ensu-rate w

    ith its size of operations, with dependence on no singleperson. W

    e have second line m

    anagement in all our depa

    rt-m

    ents to take over from

    seniors. Further, a

    s the compa

    ny ise

    njoying leadership position, it does not have threat of losingkey personnel, as evident from

    the fact that we have not hada

    ny significant turnover at senior managem

    ent level. Further them

    an

    agement assesses all the related risks periodically and

    keeps a close tab and m

    onitoring of the same. This enables the

    com

    pany em

    bark up on plans for minim

    ization and mitigation,

    as a

    nd when required, pro-actively.

    FINA

    NCIALPER

    FORM

    ANCE :The consolidated results include incom

    e from M

    YFM

    radio busi-n

    ess

    and the im

    pact of the dem

    erger of radio business ofSynergy M

    edia Entertainment Lim

    ited.

    Sales and other operating Income :

    It comprises newspaper sales, advertisem

    ent revenue, eventm

    an

    agement incom

    e, job work charges and scrap and wastagepaper sale. W

    e registered a growth of 22.95%

    by achievingturnover of Rs.1261.63. Crores during the year 2010-11 as com

    -pa

    red to Rs. 1026.13 Crores during the year 2009-10. Thegrowth was noted in all revenue stream

    s. Advertising revenuegrew from

    Rs 777.59 Crores to Rs1003.03 Crores registering anincrease of 28.99%

    . The growth is after effect of demerger of

    Radio division of Synergy M

    edia Entertainment Ltd (SMEL) into

    the compa

    ny with effect from 1st April'10.

    Other Incom

    e:It com

    prises of interest income. O

    ther income decreased by

    6.51% by registering incom

    e of Rs16.50 Crores in the year2010-11 as com

    pared to Rs17.65 Crores in 2009-10.

    Raw

    Material consum

    ed :N

    ewsprint consum

    ption increased from Rs. 327.86 Crores to

    Rs. 383.90 Crores during the year 2010-11 due to set up of new

    units in Jharkhand, G

    ujarat, Punjab, Haryana, Rajasthan, regis-tering increase of nearly 17%

    . We

    have maintained close m

    on-itoring and control over consum

    ption quantity and wastage.

    Operating cost :

    It mainly com

    prises cost of stores and spare

    s con

    sum

    ed, print-ing job expenses, electricity charges and plant repairs andm

    aintenance etc. There is an increase in operating expenses by13.15%

    due to expan

    sion of business.

    Employees cost :

    Employees cost has been increased by 55.19%

    due to set up ofva

    rious new units in the state of G

    ujarat, Rajasthan, Haryana,Punjab, Jharkhand and MP

    . Further the increase is after effect

    of demerger of Radio division of Synergy M

    edia Entertainment

    Ltd. (SMEL) into the company with effect from

    1st April'10

    Depreciation :

    Depreciation in 2010-11 increased by about 60.51%

    due toaddition in fixed assets

    and the increase is after effect of

    demerger of Radio division of Synergy M

    edia Entertainment

    Ltd.(SMEL) in the company with effect from

    1st April'10

    Financial cost :Financial cost decreased from

    Rs. 32.34 Crores in 2009-10 toR

    s.15.28 Crores, in 2010-11, registering a decline of 52.75%a

    nd this was achieved due to repayment of loans.

    Earning on Exchange fluctuation :D

    uring the year 2010-11, we earned Rs. 8.72 lacs on account of

    Exchange fluctuation gain as compa

    red to gain of Rs.89.45 lacsin previous year

    .

    Profit before taxation :Profit before ta

    xation increased from Rs. 304.76 Crores to Rs.

    366.98 Crores registering a growth of 20.41% in the year 2010-

    11 due to increase in revenue.

    Taxation :Ta

    x provision was increased due to increased profits of the com-

    pany

    .