D B Corp Ltd Directors Report.

To

The Members,

D. B. Corp Limited

The Board of Directors of your Company i.e. D. B. Corp Limited (‘the Company/ dbcorp/ dbcl) has pleasure in presenting to you the 24th Annual Report together with the Audited Standalone and Consolidated Financial Statements (‘Audited Financial Statements) for the financial year ended March 31,2020.

1. FINANCIAL PERFORMANCE

The Audited Financial Statements for the financial year 2019-20 have been prepared in accordance with the Indian Accounting Standards (IndAS) notified under Section 133 of the Companies Act, 2013 (the ‘Act) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

The financial highlights of the Companys performance are given below:

financial highlights

Particulars

standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from operations 22,237 24,627 22,238 24,627
Other Income 124 166 125 166
Total Revenue 22,361 24,793 22,363 24,793
Operating expenditure 17,423 19,584 17,423 19,585
EBITDA 4,938 5,209 4,940 5,209
EBITDA Margin 22% 21% 22% 21%
Finance Cost 251 85 251 85
Depreciation & Amortisation 1,207 986 1,207 986
Total Expenditure 18,881 20,655 18,881 20,656
Profit Before Tax 3,481 4,138 3,482 4,137
Provision for Tax 732 1,399 732 1,399
Profit After Tax (PAT) 2,749 2,739 2,750 2,738
PAT Margin 12% 11% 12% 11%
Dividend as % of face value per share

100%

100%

review of performance, operational highlights and future outlook

India has been the growth leader amongst major economies including emerging markets and developing economies over the last five years. It surpassed China in terms of real GDP growth in 2014 and has remained above since. Growth in the Indian Economy is expected to pick-up thereafter.

India remained the fifth largest economy and shares 17.7% of the total world population and 2.4% of the world surface area. According to International Monetary Fund World Economic Outlook (October 2019), Indias Nominal GDP is estimated as $ 2,936 Billion in 2019, making it the fifth largest economy in the world. India contributed 3.4% of the Worlds GDP When measured on the basis of Purchasing Power Parity (PPP), India is estimated to be the third largest economy at PPP $ 11,326 in 2019.

DBCLs performance for the financial year 2019-20 needs to be viewed in the context of aforesaid economic and market environment forces. DBCL delivered another year of resilient performance aided by market development strategies, establishment of long term customer relationships and well planned execution of on-ground marketing efforts.

Print Business

As per recent IRS 2019 Q4 survey, Dainik Bhaskar Group has become the Largest Newspaper Group of

India (excluding financial dailies) Source: IRS 2019 Q4 AIR (U + R) (Main+Variant). The flagship brand ‘Dainik Bhaskar continues to be the No.1 newspaper of NCCS A and NCCS AB segments of Urban India with a widening lead. Source: IRS 2019 Q4 AIR (Urban) (Main+Variant).

The Dainik Bhaskar Group stands as the torch bearer of readership growth adding 74.51 Lakh readers (TR) during the last 2 years. This translates into a growth of 12.66%, majorly in the legacy markets of Madhya Pradesh, Chhattisgarh, Rajasthan, Haryana, Punjab, Gujarat and in the newer market of Bihar.

This year Dainik Bhaskar became No. 1 newspaper in Rajasthan in every possible metrics i.e. in terms of Circulation (ABC Jul-Dec 2019) and Readership (IRS 2019 Q4 AIR : TR).

Your Company maintained its focus on editorial strategy which has led to significant improvement in quality of editorial content, greater readership delight and growth. To this end relevant changes in our editorial philosophy of being Reader-Centric, i.e. ‘Kendra Mein Pathak (Reader Centric) to Knowledge and Ideation approach which is ‘Har Zaroori Khabar Mein Hoga Aapke Kaam Ka Knowledge (news carrying knowledge you can use) has helped us to not only meet our readers expectations but to go beyond and has created a deeper connect with the audiences in every geography that we operate in and the same is validated through recent readership and circulation results of IRS and ABC.

FY 2019-20 had been a wonder year for the circulation. The year started with officially establishing Dainik Bhaskar as No. 1 Newspaper in India with the highest circulation as certified by Audit Bureau of Circulations (ABC) January-June 2019 as well as July - December 2019 Report. Along with this Dainik Bhaskar also became No. 2 in Bihar as per ABCs January-June 2019 Report. Dainik Bhaskar Group continues to strive harder as it attains new milestones in circulation, underscoring the success of a focused marketing and circulation strategy. This has helped the Group earn many laurels, but perhaps the most heartening to note was that Dainik Bhaskar featured amongst the Worlds Top 3 Most Circulated Newspaper in 2019 as per WAN IFRA report. The fact that we were the only Indian news daily to be in the Top 3 is a proud development for the entire Dainik Bhaskar Group and team.

As part of other significant developments, the following are noteworthy:

Dainik Bhaskar Group has become No. 1 newspaper group of India (excluding Financial Dailies); Source: IRS 2019 Q4-AIR (U + R):

Main+Variant.

Dainik Bhaskar continues to be Urban Indias No. 1 Newspaper in NCCS A & NCCS AB segments and is further increasing its lead; Source: IRS 2019 Q4 (AIR-Urban : Main+Variant).

Dainik Bhaskar continues to hold an unwavering leadership position in its two key markets i.e. Madhya Pradesh and Rajasthan; Source: IRS 2019 Q4 (AIR-U + R : Main+Variant).

I n Rajasthan, Dainik Bhaskar becomes the No.1 Newspaper with greater dominance in Jaipur and Top 5 cities of Rajasthan; Source: IRS 2019 Q4 (AIR-U +R : Main+Variant).

Divya Bhaskar has increased its lead to 31% in the key market of Ahmedabad; Source IRS 2019 Q4 (AIR) and has become the No. 1 Newspaper in 4 major cities and in the top 6 cities of Gujarat (AIR/TR).

In newer market of Bihar, Dainik Bhaskar has steadily increased its readership and gained market share. Total readership grew by 7% to 67.06 Lakh readers. Further Dainik Bhaskar has added 17.36 Lakh new readers from Q1 to Q4 (Source IRS 2019 Q4 TR-Urban+ Rural).

Radio Business

94.3 MY FM is one of the largest radio networks of Tier II and Tier III cities spread across 7 states and 30 cities and continues to be the largest player in the radio industry.

94.3 MY FM is maintaining leadership position at each of the 30 markets. MY FM is a force to reckon with on- air, on-ground and on-digital today. To enhance listener experience, the Company has launched some never- heard-before concepts on Radio. We are committed to provide enhanced listener experience through our deeply entrenched customer-centric approach. With our brand philosophy of Aaj Kuch Achcha Sunte Hain MY FM has been at the forefront championing its vision to inform, entertain and enlighten the communities we are part of, with a participative approach of progressive and positive inputs.

The Radio Business performed well in FY 2019-20. Total income of this division was Rs. 1,390 million during the year. EBITDA of the Radio business stood at Rs. 431 million and EBITDA margin was 31%.

Digital Business

DB Digital intensified its focus to further strengthen loyal user base and potential monetisation of the platform. Focusing on this will enable a long term growth and monetisation strategy by creating an extremely loyal user base, offer them a unique, innovative news experience and reduce dependence on third party platforms by forming a direct connect relationship with its users. It is one of the fastest growing Hindi and Gujarati news Apps in the last 12 months.

DB Digital intensified its focus to strengthen its loyal user-base by revamping its direct properties including its Android and iOS Apps and Websites.

Performance highlights of the Company during the financial year under consideration are as follows:

Standalone revenue from operations and other income was Rs. 22,361 million as compared to Rs. 24,793 million in the previous year.

Standalone advertising revenue stands at Rs. 15,640 million which includes revenue from print, radio and digital media business.

Circulation revenue stands at Rs. 5,122 million from Rs. 5,237 million. Circulation revenue has witnessed CAGR growth of around 9.23% for the past 10 years driven by increase in copies and rate growth.

On a consolidated financial basis, the Companys total revenues during FY 2019-20 stands at Rs. 22,363 million compared to Rs. 24,793 million for FY 2018-19.

Profit after tax stands at Rs. 2,750 million compared to Rs. 2,738 million for FY 2018-19.

EBITDA margin of matured business stands at 26.20%.

2. MATERIAL CHANGES AND COMMITMENTS, IF ANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE oF THE REPoRT

The spread of COVID-19 has impacted businesses around the globe. In many countries, including India, there has been disruption in regular business operations due to lock-downs, disruptions in transportation, supply chain, travel bans, quarantines, social distancing and other emergency measures.

The Companys specified services e.g. newspaper distribution and radio broadcasting services have been considered as essential services by the government of India. The Company has obtained all necessary approvals and permits to operate and mobilize the vehicles, staff, contractors etc. Uncertainty caused by the current situation has caused the short-term slowdown in the business operations, however the Company is experiencing pick-up of operations post partial lifting of lock down in many of our markets and expect complete normalcy after complete lifting of lock down.

The Company has made detailed assessment of its liquidity position and of its Balance Sheet assets comprising Property, Plant and Equipment, Intangible Assets, Right-of-use Assets, Trade Receivables, Inventory, Investments Properties, Investments and other current and non-current assets and liabilities at the balance sheet date, and has concluded that there are no material adjustments required in the standalone financial statements.

Management believes that it has taken into account all possible impact of known events till the date of approval of its financial statements arising from COVID-19 pandemic in the preparation of the standalone financial statements. The Company will continue to monitor any material changes to future economic conditions.

3. corporate social responsibility (CsR)

As a representative of Dainik Bhaskar group, your Company takes CSR very seriously and wants to make it a mass movement. With this purpose in mind, your Company has tweaked its strategy on CSR and now, mostly, adheres to advocacy model. The idea is to concentrate efforts on utilising extensive reach to put across the CSR messages to as many people as possible by way of advertisements and write-ups.

Companys CSR initiatives are meant to inform, educate and engage the readers to care for nature, environment and deprived sections. While such initiatives may not show immediate results but in the long run have great potential to sensitise people and make them more humane.

Highlights of the Companys overall CSR initiatives during FY 2019-20 were as follows:

Dene Ka sukh: Dainik Bhaskar Group has been celebrating ‘Joy of Giving week from October 2 to October 8 since the year 2013. Every year, Dainik Bhaskar Group has come with a different theme under this campaign, which aims at bringing a fundamental change in societys outlook towards the thought of giving or donating.

This year Dainik Bhaskar Group urged people to ensure that this week, nobody sleeps hungry and to achieve this feat, Dainik Bhaskar Group asked people to carry 2 extra roti / chapatis from their homes and give it to any needy person while commuting.

vastra Daan: To help the poor and needy during the chilly winters, Dainik Bhaskar Group came up with the ‘Vastra Daan initiative. Dainik Bhaskar Group encouraged its employees and readers to donate clothes and blankets for the

needy; especially the old aged people and children. Collection Boxes were kept at Dainik Bhaskar offices and later stuff was distributed to needy ones.

Teentalklndia.com: The Dainik Bhaskar Groups initiative ‘Teentalkindia.com is an emotional wellbeing platform for teenagers and young adults in India. With 17 Crore of the Indian population in the age group of 13 to 29 years, India has one of the largest youngest populations in the world. Todays teenagers and young adults deal with a great deal of pressures such as parental expectations, academic pressures and societal pressures and ultimately these pressures may lead to depression or anxiety, suicide or self-harm. This is compounded by the fact that there are limited support services available for emotional wellbeing in India. Bollywood celebrities like Alia Bhatt, John Abraham, etc. have supported Teentalkindia by encouraging youth to use it for various teen related issues.

Teentalkindia has impacted 5 Lakh users and helped 15 Thousand young adults through chats and emails to overcome their issues including overcoming suicidal tendencies.

Abir-Gulal Holi: This campaign promotes dry celebration of Holi thereby motivating citizens to refrain from playing Holi with water and channel their festive spirit in an eco-friendly manner.

Mitti Ke ganesh: Dainik Bhaskar Group

encouraged people to bring clay made Ganesh idols at home during Ganesh Chaturthi and immerse these idols at their home itself, using a bucket or artificial pond. People were also encouraged to use the remnants (soil) after immersion, to plant a sapling.

Ek Ped Ek Zindagi: Dainik Bhaskar Group has been running ‘Ek Ped Ek Zindagi campaign since last 7 years. This time the idea was to create a sense of urgency among people and urge them to take action right now before its too late.

At group level, Dainik Bhaskar Group encourages various groups like schools, colleges, societies, offices, police stations, etc. to plant trees at their premises. Dainik Bhaskar Group also involved its trade partners in this campaign by sending them a trade mailer which included an eco-friendly Rakhi which had a seed and same could be used later to sow it as a plant. Campaign resulted into a huge success with 13,97,478 trees plantation being done across 7 states. save Birds: During the months of scorching summer season, thousands of birds die due to lack of drinking water and grains to eat. ‘Save the Birds initiative is a campaign to help these birds in distress. Dainik Bhaskar Group encouraged its readers to place Sakoras (earthen birdbaths) filled with water and grains on roof or window to help these birds survive.

A brief outline of the CSR policy of the Company and initiatives undertaken by the Company on CSR activities during the year are given in ‘Annexure A to this Report. For other details including the CSR Committee, please refer to the Corporate Governance Report which is a part of this report. The CSR policy is available on the website of the Company at https://dbcorpltd.com/corporategovernance.php.

During FY 2019-20, the Company incurred an expenditure of Rs. 165.06 million on CSR activities as against the required spend of Rs. 96.84 million. Out of total spend during the year, Rs. 68.22 million pertains to unspent portion of mandatory CSR spend of earlier financial years.

4. awards and accolades

Winning awards is the result of strategic efforts to build a Companys image as an industry leader and a great opportunity to showcase the excellence standards. Your Company has bagged bronze for its Bihar campaign at the prestigious ET Shark Awards which recognises and rewards excellence in marketing. The Group recognised at INMA Global Awards for its Smart Soch Campaign, Junior Editor Activity, Best idea to grow advertising sales or retain advertising clients activities. In addition, the Company won 3 awards at ACEF Global Customer Engagement Award, 3 awards at Publishers Abby 2019 and 1 award at Media innovation awards during FY 2019-20 under various segments of its business for its Brand & Marketing Campaigns, CSR Initiatives, Event Activation, Effectiveness in Publication & Media and Print Innovations, Corporate Collaterals, Best Use of CSR practices in Media & Entertainment, Public Awareness Programme, etc.

5. DIVIDEND

During the financial year under consideration, on November 4, 2019, the Company has paid an Interim Dividend @ 65% (i.e. Rs. 6.50 per equity share of Rs. 10/- each) which was declared by the Board at its meeting held on October 16, 2019.

Further on February 11, 2020, the Company paid Second Interim Dividend @ 35% (i.e. Rs. 3.50 per equity share of Rs. 10 /- each) which was declared by the Board at its meeting held on January 23, 2020.

The total outlay of dividend paid for FY 2019-20 is Rs. 174.95 Crore as against Rs. 174.90 Crore for the previous financial year.

The Board of Directors has not proposed and recommended any Final Dividend for FY 2019-20 for the approval of the shareholders.

Pursuant to Section 125 of the Companies Act, 2013 (the ‘Act) and the rules made thereunder, the unclaimed dividend of Rs. 52,773/- and Rs. 66,816/- pertaining to the financial year 2011-12 and 2012-13 have been transferred to the Investor Education and Protection Fund on their respective due dates.

6. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy duly framed and approved by the Board of Directors pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) is given in ‘Annexure B to this Report and is also available on the website of the Company at https://dbcorpltd.com/corporategovernance.php.

The dividend declared and paid during FY 2019-20 was in compliance with Dividend Distribution Policy of the Company.

7. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during FY 2019-20.

8. CHANGES IN THE NATURE OF THE BuSINESS

There were no changes in the nature of Business of the Company during FY 2019-20.

9. board of directors and key

MANAGERIAL PERSONNEL

A. Composition of the Board of Directors

During the financial year under consideration, no new directors were appointed neither there were any separations and hence there were no variations in the composition of the Board of Directors of the Company.

B. Director to retire by rotation

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Mr. Pawan Agarwal (DIN: 00465092), Dy. Managing Director retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

A brief profile describing the skills / expertise and other qualifications of Mr. Pawan Agarwal has been provided in the Explanatory Statement annexed to the Notice 24th Annual General Meeting which may be taken as forming a part of this Report. The Board recommends and seeks your approval for his re-appointment.

C. Independent Directors

The Company has received declarations from the Independent Directors that they meet with the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, pursuant to Regulation 25(8) of the SEBI Listing Regulations, all the Independent Directors have also confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Also, all the Independent Directors have confirmed that during the financial year under consideration, they complied with Schedule IV of the Act and Companys Code of Conduct.

The Board of Directors has made an internal assessment of the aforesaid declarations and confirmations and in the opinion of the Board, there has been no change in the circumstances affecting their status as the Independent Directors of the Company.

The Independent Directors of the Company have taken reasonable and prudent steps to get themselves registered on the portal of Indian Institute of Corporate Affairs, Manesar (‘IICA) pursuant to Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Company already has in place a well-planned and structured familiarisation programme for the Independent Directors to enable them to be aware of the various trends and pursuits in the Media and Entertainment (M & E) industry. The details of the familiarisation programme can be found on the website of the Company at https://dbcorpltd.com/corporategovernance.php

D. Pecuniary relationships or transactions of Non-executive Directors with the Company

None of the Non-executive Directors had any pecuniary relationships or transactions with the Company which may have potential conflict with the interests of the Company at large.

E. Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on March 31,2020 are as under:

Mr. Sudhir Agarwal - Managing Director
Mr. Pawan Agarwal - Deputy Managing Director
Mr. P G. Mishra - Group Chief Financial Officer
Ms. Anita Gokhale - Company Secretary and Compliance Officer

F. Annual Evaluation of the Board, Committees and Individual Directors

The Company has set up an efficient mechanism for annual evaluation of the Board as a whole, its Committees and Individual Directors pursuant to the provisions of the Act and the SEBI Listing Regulations & the Policy on Performance Evaluation of the Board.

Accordingly, the Board has carried out an annual evaluation of the Board as a whole, its Committees and Individual Directors. The performance evaluation of the Board and NonIndependent Directors was carried out by the Independent Directors in their separate meeting. The Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

The efficient mechanism of annual evaluation includes questionnaire on various aspects such as:

performance matrix in terms of knowledge of the industry, ethics and values, skill set, leadership, expertise w.r.t. the Directors; and dynamics, processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and flow of information, functioning, performance, structure and composition w.r.t. the Board and Committees.

G. Policy on Nomination and Remuneration of Directors, KMPs and other employees

The Nomination and Remuneration Committee of the Board of Directors of the Company leads the process for Board appointments in accordance with the requirements of the Act, the SEBI Listing Regulations and other applicable regulations and guidelines. As per the policy on Nomination and Remuneration of Directors, KMPs and Other employees laid down by the said Committee, all the Board appointments are considered based on meritocracy. The potential candidates for appointment to the Board are inter alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Companys vision, mission, values and, prominence in business, institutions or professions and, professional skill, knowledge and expertise and, financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Act, the SEBI Listing Regulations and other applicable regulations and guidelines.

The salient features of the Companys policy on Nomination and Remuneration of Directors, KMPs and Other employees along with details of amendments made therein by the Board of Directors are given in the Corporate Governance Report which may be taken as forming a part of this Report. The said policy is also available on the website of the Company at https://dbcorpltd.com/corporategovernance.php.

10. board meetings

Four meetings of the Board were held during the financial year under consideration. The details of meetings of the Board are given in the Corporate Governance Report which may be taken as forming a part of this Report.

11. committees of the board

A. Audit Committee

Pursuant to Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations, the Board of Directors has duly constituted an Audit Committee.

The Composition, quorum, powers and scope of the Audit Committee are in accordance with the applicable statutory provisions.

The details w.r.t. the composition, meetings held during the year, presence of the members of the Committee thereat and its areas of operations, scope and terms of reference of the Committee are disclosed in the Corporate Governance Report which may be taken as forming a part of this Report.

vigil Mechanism

Integrity and ethics have been the bedrock of the Companys Corporate operations. The Company is committed to conducting its business in accordance with the highest standards of professionalism, honesty and ethical behaviour. It has the best systems in place to nurture as honest and ethical working culture as possible.

Your Company is among the first few companies in India to take active steps towards establishing a ‘Whistle-blowing Mechanism. This initiative was taken to encourage employees to report irregularities in operations, besides complying with the statutory requirements under the Act and the SEBI Listing Regulations. In order to maintain highest level of confidentiality, the Company has outsourced the complaint receipt and coordination with the whistle blower to an independent agency. All the employees can avail this mechanism on a daily basis through a dedicated toll-free hotline, website, email or post. These reporting channels can be accessed in Hindi, English, Marathi and Gujarati. The whistle blower will be provided with a reference number by the agency, for providing additional information and updates on the status of the complaint.

An Internal Ethics Committee has been established to operate this policy under the supervision of the Audit Committee. An ombudsperson, along with the Ethics Committee decides the future course of action. Complaints are categorised and prioritised, based on their nature and actions are commensurate. If the whistle blower is not satisfied with the actions taken, the mechanism also has an Escalation Protocol in place. Through this process, the mechanism considers and extends complete protection to the whistle blower.

B. Nomination and Remuneration Committee

Pursuant to Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of Directors has duly constituted Nomination and Remuneration Committee.

The Composition, quorum, powers and scope of the Nomination and Remuneration Committee are in accordance with the applicable statutory provisions.

The details w.r.t. the composition, meetings held during the year, presence of the members of the Committee thereat and its areas of operations, scope and terms of reference of the Committee are disclosed in the Corporate Governance Report which may be taken as forming a part of this Report.

The salient features of the Companys policy on Nomination and Remuneration of Directors, KMPs and Other employees along with details of amendments made therein by the

Board of Directors are given in the Corporate Governance Report which may be taken as forming a part of this Report. The said policy is also available on the website of the Company at https://dbcorpltd.com/corporategovernance.php.

C. Risk Management Committee

The Board of Directors has constituted the Risk Management Committee pursuant to Regulation 21 of the SEBI Listing Regulations.

The Composition, quorum, powers and scope of the Risk Management Committee are in accordance with the applicable statutory provisions.

The details w.r.t. the composition, meetings held during the year, presence of the members of the Committee thereat and its areas of operations, scope and terms of reference of the Committee are disclosed in the Corporate Governance Report which may be taken as forming a part of this Report.

Risk Management Policy

Your Company has adopted the Risk Management Policy and is very keen on identifying, evaluating and managing significant risks faced by the Company and it prioritises relevant action plans in order to mitigate such risks. This is primarily the responsibility of the Risk Management Committee carried out through discussing the management submissions on risks, evaluating key risks and approving action plans to mitigate such risks. Risk management framework is reviewed periodically by the Risk Management Committee.

The development and implementation of Risk Management Policy has been covered in the Corporate Governance Report which may be taken as forming a part of this Report.

D. Corporate social responsibility Committee

The Board of Directors has duly constituted a Corporate Social Responsibility (CSR) Committee, with its composition, quorum, powers, role and scope in accordance with Section 135 of the Act. Details regarding the composition of the CSR committee along with the dates of meeting and the terms of reference of the committee are disclosed in the Corporate Governance Report which may be taken as forming a part of this Report.

Corporate social responsibility Policy

The CSR Committee has framed and recommended to the Board a Corporate Social Responsibility Policy indicating the scope of areas for carrying out the Companys Corporate Social Responsibility. There has been no material change in the said policy during the FY 2019-20.

12. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forms part of this Report and is given as ‘Annexure C to this Report. The same is also available on the website of the Company at https://dbcorpltd.com/annual-reports.php.

13. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Internal Controls

The company has built up a strong and efficient internal controls mechanism, commensurate with the size of its operations. It has laid down standard operating guidelines and processes which ensure smooth functioning of activities and zero ambiguity in the minds of people who actually execute the operations. The policies, processes, guidelines and checklists relevant to the standard operating procedures are available to all on the companys intranet.

Financial Controls

The Finance Heads at Corporate, State and Unit levels are accountable for financial controls. They are fully responsible for accuracy of books of accounts, preparation of financial statements and reporting in line with the Companys accounting policies. Your Company has deployed a vigorous Internal Controls and Audit mechanism to facilitate an accurate and fair presentation of its financial results. This process not just ensures adherence to regulatory standards and meets statutory compliance requirements but also confirms that the Companys reporting is complete, reliable and understandable. In addition, there is a specific impetus on safeguarding investor interests with deployment of the highest levels of governance and regular communication with them.

Over the years, the Company has undertaken specific efforts to build up its Processes and deploy Standard Operating Guidelines across all operational areas.

During FY 2019-20, the Company appointed Independent Chartered Accountancy firms to assist in re-evaluating and testing its Internal Financial Controls (IFCs) which encompassed review, reclassification and rationalisation of controls.

internal Audit

To support its Internal Audit structure, your Company has engaged experienced Chartered Accountancy firms across all locations. A system of monthly Internal Audit reporting, reviewing and monitoring together with Surprise Audits is set and is diligently carried out to ensure effective adherence to establish processes, internal controls and internal audit mechanisms on a real-time basis.

14. particulars of loans, guarantees

AND Investments

Particulars of loans, guarantees given and investments made under Section 186 of the Act including loans given to the subsidiary have been given separately in the financial statements of the Company under Note 33 of Standalone Financial Statements which may be read in tandem with this Report.

15. particulars of contracts or arrangements with related parties

All related party transactions entered into during FY 2019-20 were at arms length basis. Also, there have been no materially significant related party transactions that were entered into by the Company with its related parties. Hence the Company is not required to attach the prescribed Form AOC-2 to the financial statements of the Company.

16. directors responsibility statement

Pursuant to the requirements under Section 134(3) (c) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended as on that date;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts for the financial year ended March 31, 2020, on a ‘going concern basis;

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

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

17. SUBSIDIARIES

As on March 31, 2020, your Company has two subsidiaries viz. DB Infomedia Private Limited and I Media Corp Limited.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements, consolidated financial statements and separate audited financial statements in respect of subsidiaries are all available on the website of the Company at https://dbcorpltd.com/annual-reports.php.

Performance / Business highlights of subsidiaries

The performance / business highlights of the subsidiaries of your Company during FY 2019-20 are as follows:

a. DB infomedia Private Limited (DBiPL)

DBIPL is in the business of Events. It has recorded EBITDA of Rs. 0.88 million in the current financial year as compared to EBITDA Loss of Rs. 0.80 million during the previous financial year 2018-19.

b. i Media Corp Limited (iMCL)

IMCL, which is housing the event business of the Company, recorded an EBITDA of Rs. 0.95 million for the financial year under consideration. This subsidiary functions in co-ordination with radio division.

18. management discussion and analysis REPoRT

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, every Listed Company is required to prepare the Management Discussion and Analysis Report as a part of Directors Report or to be given separately in the Annual Report.

Accordingly, the Management Discussion and Analysis Report is given separately in this Annual Report which may be taken as forming a part of this Report.

19. report on corporate governance

A report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing

Regulations is given separately in this Annual Report which may be taken as forming a part of this Report.

A Certificate, as prescribed, from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance is attached to the said Report.

20. business responsibility report

A report on Business Responsibility as stipulated under Regulation 34 of the SEBI Listing Regulations is given separately in this Annual Report which may be taken as forming a part of this Report.

21. employees stock option schemes

The Company believes that employees engagement in the work is core-important for the growth of the Company as a whole. Hence it is evident to make the employees a part of the success of the Company through rewards, bonus and equitable compensation.

Employee Stock Options are one of the best rewards that a Company can offer to its employees to motivate, encourage and retain in a precise manner. Considering the value addition to the growth of the Company by employees through their past performance, the Company formulated and administered DBCL ESOS - 2008 Scheme and DBCL ESOS - 2010 Scheme in the past which have concluded by passage of time. Presently the DBCL ESOS - 2011 Scheme has been in vogue under which options are granted in various tranches to reward the employees and motivate them for future growth and profitability.

The Compensation Committee of the Board of Directors had been constituted in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘SEBI SBEB Regulations) in the past, to inter alia administer and monitor the Employee Stock Option Schemes. There have been no material changes to DBCL ESOS - 2011 Scheme during the financial year under consideration.

During the financial year 2019-20, the Committee has granted 2,13,981 stock options to 14 employees put together, under the DBCL-ESOS 2011 Scheme under Tranche 7 and Tranche 8.

The disclosure in terms of Regulation 14 of the SEBI SBEB Regulations is given as ‘Annexure D to this Report.

A Certificate from the Statutory Auditors viz. M/s. Gupta Mittal & Co. (Firm Registration No. 009973C) certifying that the said Employee Stock Option Scheme has been implemented in accordance with the SEBI SBEB Regulations and the resolution passed by the members has been obtained by the Company. The said certificate

will be open for inspection at the Annual General Meeting of the Company and it is given as ‘Annexure E to this Report.

22. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016)

and M/s. Gupta Mittal & Co. (Firm Registration No. 009973C) were appointed as the Joint Statutory Auditors of the Company for a period of 5 (Five) consecutive years till the conclusion of 26th Annual General Meeting of the Company.

The Statutory Auditors have confirmed that their appointment is within the prescribed limits under Section 139 of the Act and that they are not disqualified for holding such position of auditorship within the meaning of Section 139 of the Act.

Auditors Report

The Auditors Report on the financial statements of the Company for the financial year 2019-20 does not contain any qualifications, reservations, or adverse remarks.

B. Secretarial Auditor

I n terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Makarand M. Joshi & Company, a firm of Company Secretaries in Practice to undertake the secretarial audit of the Company. secretarial Auditors report

The Secretarial Audit Report given by the Secretarial Auditor viz. Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai is given as ‘Annexure F to this Report.

The Secretarial Auditors have observed that there were instances of contra trade and instances of trading during window closure period by designated persons under Insider Trading Regulations during the financial year 2019-20 for which the Company has taken appropriate actions under the Companys Insider Trading Code.

C. Cost Auditor

I n terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost accounting records maintained by the Company in respect of its radio business are required to be audited by

a Cost Auditor. The Board of Directors had, on the recommendation of the Audit Committee, appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) to audit the cost accounting records of the Company for the financial year 2019-20 at a remuneration of Rs. 25,000/- p.a. plus applicable taxes and out-ofpocket expenses at actuals subject to ratification of the remuneration by the members of the Company at the forthcoming AGM.

M/s. K. G. Goyal & Associates, Cost Accountants are re-appointed by the Company as Cost Auditors for the FY 2020-21 at the same remuneration. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. K. G. Goyal & Associates for FY 2020-21 is included in the Notice convening the forthcoming AGM.

23. PUBLIC DEPOSITS

During the financial year under review, your Company has not accepted or invited any deposits from the public within the meaning of Chapter V of the Act and applicable rules made thereunder and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

24. DISCLOAURE IN RESPECT OF SHARES, VOTING RIGHTS, ETC.

Your Directors state that no disclosure is required in respect of the following matters as there were no transactions in relation thereto, during the financial year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of sweat equity shares.

3. Non-exercise of voting rights directly by the employees in respect of shares purchased under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

25. PARTICULARS OF REMUNERATION TO EMPLOYEES

A statement containing names of top ten employees of the Company in terms of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 w.r.t. the remuneration drawn and the particulars of employees is given as ‘Annexure G to this Report.

26. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGs AND OuTGO

Details as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies Accounts Rules, 2014 are as under:

A. Conservation of energy

(I) steps taken or impact on conservation of energy

(1) Conducted Energy Audit at 11 locations for optimization of energy.

(2) Post implementation of energy audit recommendations at 11 DB print locations and implementation of various energy saving measures, the Company has achieved energy savings of 15,14,407 KWH in the financial year 2019-20 culminating into a saving of Rs. 117.18 Lakh. In all, there has been a saving of 5.3% energy over the previous year.

(II) steps taken by the Company for utilising alternate sources of energy

(1) Investment of Rs. 89 Lakh was done at Ahmedabad for installation of Solar PV plant in FY 19-20.

(2) I nstallation of solar PV plant at Jaipur press and office was completed in March 2019 and is operational since then. Total capacity of 467 kWp solar PV is installed there.

(3) At Ahmedabad press, solar PV plant of capacity of 250.8 kWp was installed in October 2019 and is operational since then.

(4) Total solar generation at Jaipur was 3,92,890 kWh (units) and at Ahmedabad was 1,43,161 kWh (units) during FY 19-20.

(5) Savings of Rs. 51,59,002/- at Jaipur and Rs. 10,37,202/- at Ahmedabad (Total Rs. 61,96,204/-) was achieved by Solar energy generation at both these locations.

(III) Capital investment on energy conservation equipments

A sum of Rs. 27.71 Lakh was invested in Energy Audits at 11 print locations. The recommendations of the Audit were implemented within regular opex to achieve the results.

B. Technology Absorption

Efforts made towards technology absorption and Benefits derived like product improvement, cost reduction, product development or import substitution

• In the Ad Sales vertical, the ‘Ad Agency Self Service Portal has been launched for all Ad Agencies to do all the activities without help of company team. 1500 Agencies are activated on this portal who are getting benefits of technology.

• In the Circulation business, ‘Samriddhi Mobile App has been launched partially for all Circulation Agents for self service for their day to day transactions.

• In our Production processes, BAR Code has been introduced which has made the processes of Newsprint logistics faster.

I n case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)

Nil / Not Applicable

Expenditure on R & D

Nil

C. Foreign Exchange Earnings and Outgo

Your Company earned Foreign Exchange of Rs. 60.69 million (Previous Year Rs. 283.29 million). The financial expenses in foreign exchange during the year was Rs. 13.68 million (Previous Year Rs. 15.34 million) and on account of advertisement, travelling, maintenance and other expenses was Rs. 45.89 million (Previous Year Rs. 31.76 million).

27. INVESTOR EDUCATION AND PROTECTION FuND (IEPF)

Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the rules) as amended upto date, all the unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years.

Further, according to the said Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Accordingly, the Company has transferred such unpaid or unclaimed dividends and the shares to IEPF Authority. The Company will continue to transfer such unpaid or unclaimed dividend and corresponding shares to IEPF Authority as mandated in future the details of which will be provided on the website of the Company at https://dbcorpltd.com/share-information.php.

Members are requested to note that even after the transfer to IEPF as abovesaid, the unclaimed dividend amount and the shares transferred to IEPF Suspense Account, both, can be claimed by making an online application in Form IEPF-5 and sending the physical copy of the same duly signed (as per specimen signature registered with the Company/RTA) along with requisite documents enumerated in the said Form IEPF-5 to the Company at its registered office or to the RTA.

The IEPF Rules and the application form (Form IEPF- 5), as prescribed by the Ministry of Corporate Affairs are available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

28. DISCLOSURE ON COMPLIANCE WITH

SECRETARIAL STANDARDS

During FY 2019-20, the Company has complied with all the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGuLAToRS

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

30. policy regarding prevention of sexual HARRASSMENT AT woRK PLACE

The Company has constituted an Internal Complaints Committee (ICC) which looks into complaints of sexual harassment. The victim or a person on victims behalf may lodge a formal complaint through a dedicated toll- free Hotline, Website, Email or Post.

During the financial year under consideration, 2 complaints were heard by the ICC and closed.

31. human resources and industrial RELATIoNS

With an intention to empower employees to be selfsufficient for their basic needs and bringing the routine transactions on the self-service mode, HR process automation was initiated during FY 2019-20. A new age HRMS solution with various employee friendly features was launched with mobile first philosophy.

This helped in bringing most of the employee transactions online and reduced dependency on people. The application has features such as marking attendance, applying leave and approving on the fly, wishes, call directory, survey, announcements, salary related information, KRAs, among others. In future, this will also have recruitment, on-boarding, learning and the travel module making it a single integrated platform from an employee experience standpoint.

To further the organisations philosophy of promoting home grown talent, the individual development plans for high potential employees were developed and implemented. The sustained effort on this count has resulted in a large number of mid and senior level positions being filled by the home grown talent.

Managing people costs has been one of the strategic priorities for the organisation. A critical look at the structure helped in removing the redundancies to make the organization agile and at the same time reducing the unwanted costs. The philosophy of promoting home grown talent and hiring mostly at the entry level has also helped.

Late Chairman Shri Ramesh Chandra Agarwal, has always been the source of inspiration for the Bhaskarites. The organisation has decided to celebrate his birth anniversary (30th November) as ‘Prerna Diwas every year. On this day various activities like blood donation camp (where more than 12000 units were donated), drawing competition for children, ‘Anna Daan and ‘Vastra Daan were organised and ‘Prerna Puraskar were given to the people who demonstrated the values Simplicity, Humility, People connect and Business Growth.

Employee care has been one of the top priorities for the organisation and one of the important initiatives this year was initiation of the Group Term life insurance policy which was launched in August 2019.

acknowledgements

Your Directors take this opportunity to express their thankfulness and profound gratitude to the Shareholders, Banks, Financial Institutions, Clients, Vendors, Central / State Governments and other governing authorities; for their support, continued backing, co-operation and guidance.

For and on behalf of the Board of Directors of D. B. Corp Limited

Sudhir Agarwal Pawan Agarwal
Managing Director Dy. Managing Director
DIN:00051407 DIN:00465092
Place: Bhopal
Date: August 13, 2020
Encl.: Annexure A to G