D B Corp Ltd Directors Report.

To the Members,

The Board of Directors of your Company i.e. D. B. Corp Limited (‘the Company / DBCL) is pleased to present the 25th Annual Report along with the Audited Standalone and Consolidated Financial Statements (‘Audited Financial Statements) for the Financial Year ended March 31, 2021.

Fiscal Year 2021 has been an extremely unprecedented year by all accounts. For the Print Industry, it has also been a year of reaffirmation of the fact that the Indian reader is extremely discerning and values good editorial ethos. It has reiterated the changing dynamics of the Print Industry with Indian language newspapers doing significantly better than the English counterparts and outstripping them not only in circulation numbers, but in advertising revenues as well.

Despite the strong pandemic led headwinds, the Dainik Bhaskar Groups carefully calibrated Editorial, Circulation and Ad revenue strategies have continued to help it outperform the industry performance in both Circulation as well as Ad revenue fronts. On the editorial front, the courageous journalism, which is the core of the Dainik Bhaskar Group, was exhibited by the editorial teams amidst surging COVID-19 cases. The local and relevant content that we continued to deliver to our readers has further strengthened our franchise and has ensured that we have emerged stronger. The continued efforts of the circulation teams have yielded strong results with the Group managing to salvage a challenging year. On the advertising front, the Dainik Bhaskar Group philosophy of converting adversities into opportunities continues, with the Group being at forefront of innovation in print industry and crossing several milestones with 24 mega editions, which created big noise in entire print media industry. The Companys digital efforts are also beginning to see traction as our monthly active users have increased by 7.5 times in last 18 months time with clean and pure content delight to users and we are confident that we will continue to deliver quality journalism through all mediums.

On the back of this, we believe we are well-positioned for long-term growth, and it grounds our conviction that we can continue to substantially and profitably scale up our business albeit steadily.

FINANCIAL PERFORMANCE

The Audited Financial Statements for the Financial Year 2020-21 have been prepared in accordance with the Indian Accounting Standards (‘Ind AS) notified under Section 133 of the Companies Act, 2013 (the ‘Act) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

The financial performance of the Company for the year ended March 31, 2021, on a Standalone and Consolidated basis, is summarised below:

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 15,077 22,237 15,077 22,238
Other Income 144 124 145 125
Total Revenue 15,221 22,361 15,222 22,363
Operating Expenditure 12,030 17,423 12,029 17,423
EBITDA 3,191 4,938 3,193 4,940
EBITDA Margin 21% 22% 21% 22%
Finance Cost 243 251 243 251
Depreciation & Amortisation 1,149 1,207 1,149 1,207
Total Expenditure 13,422 18,881 13,421 18,881
Profit before Exceptional Items and Tax 1,799 3,481 1,801 3,482
Exceptional Income 132 - 132 -
Profit before Tax 1,931 3,481 1,933 3,482
Provision for Tax 518 732 518 732
Profit after Tax (PAT) 1,413 2,749 1,414 2,750
PAT Margin 9% 12% 9% 12%
Dividend as % of face value per share 30% 100% 30% 100%

REVIEW OF PERFORMANCE, OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK

DBCLs performance for the Financial Year 2020-21 needs to be viewed in the context of economic and market environment forces which were dominated by COVID-19 pandemic with Global and Indian economy fully affected. Accordingly, DBCL performance was also affected, but despite depressed market conditions, the Company could still outperform the entire print media market aided by market development strategies, establishment of long-term customer relationships, well-planned execution of on-ground marketing efforts and excellent cost efficiency measures.

OPERATIONAL HIGHLIGHTS Advertising Revenue

Advertising Revenue stands at Rs 10,084 million for FY 2020-21 as compared to Rs 15,640 million for FY 2019-20.

Circulation Revenue

Circulation Revenue stands at Rs 4,146 million for FY 2020-21 as compared to Rs 5,122 million for FY 2019-20.

Income from Operations

On a consolidated financial basis, DBCLs total revenue stands at Rs 15,222 million for FY 2020-21 as compared to

Rs 22,363 million for FY 2019-20.

Raw Material Consumed

The cost of newsprint consumption reduced by 45% YoY to Rs 4,217 million for FY 2020-21 as compared to Rs 7,664 million for FY 2019-20. This decrease in cost was majorly on account of global decrease of newsprint prices and pandemic-affected short-term circulation decline along with reduced pagination.

Employee Cost

At a consolidated level, the employee cost declined by 9% YoY to Rs 3,794 million for FY 2020-21 as compared to Rs 4,181 million for FY 2019-20. Cost-efficiency measures executed by the Management enabled optimisation of operating cost across each head.

Other Expenses

Other operating expenses reduced by 28% YoY to Rs 4,019 million for FY 2020-21 as compared to Rs 5,578 million for FY 2019-20. Due to the excellent and well-entrenched cost efficiency measures, DBCL saved around Rs 1,950 million in FY 2020-21 of which almost 50-60% is sustainable. This is against the estimate announced at the beginning of FY 2020-21 of Rs 1,250 million for reduction in ‘other operating cost.

EBITDA

EBITDA stands at Rs 3,193 million (margin of 21%) for FY 2020-21 as against Rs 4,940 million (margin of 22%) for FY 2019-20. In spite of COVID-19 pandemic impact, DBCL could still maintain EBITDA margins of last year, which speaks volumes for team efforts.

Depreciation

Depreciation and amortisation expenses de-grew by 4.8% to

Rs 1,149 million during FY 2020-21 from Rs 1,207 million during FY 2019-20.

Finance Cost

Finance cost came down by 3.2% YoY to Rs 243 million from

Rs 251 million in FY 2019-20.

Profit after Tax (PAT)

The Operational PAT stood at Rs 1,414 million during FY 2020-21 as compared to Rs 2,750 million during FY 2019-20.

FUTURE OUTLOOK Print Segment

Print has emerged as the most credible and trustworthy news medium as per various research reports published recently like the Ormax News Credibility Index 2020 in September 2020, the Kantar Trust in News Study in November 2020 and the ASCI Trust Study in December, 2020. Print holds a commanding lead over all other forms of news delivery in both the parameters. The COVID-19 led lockdown accentuated this position further.

On the editorial front, the courageous journalism, which is the core of the Dainik Bhaskar Group, was exhibited by the editorial teams amidst surging COVID-19 cases. The coverage of the ground realities of the healthcare infrastructure as well as the treatment of the departed struck a chord with the readers. Further, the entire Dainik Bhaskar Group has been putting its best foot forward in curating the best content for its readers on a daily basis while maintaining its high standards of journalistic integrity and ethics. This reportage was carried/replicated by major national and international media and attracted the attention of several industry and thought leaders from across the world through their social media pages, handles and tweets. To help boost the morale of the readers, amidst the gloom, the editorial team also ensured that the content was a steady mix of on-ground reports, useful information, fact-checking the social media articles as well as motivational stories, upbeat articles and unique collectors editions. Global most credible Newspaper NY times featured an interview of the staff journalist who has covered the Ganga Story.

Hyper local nature news coupled with deep analysis of the story and relevant content will continue to drive newspapers.

Automation opportunities where publishers can also implement process automation for productivity improvement across key business processes will be of prime importance.

As per the latest FICCI-E&Y report, the print segment is expected to grow 25% in 2021 and exceed 2019 levels by 2023.

Radio Segment

While radio is an important element of most media plans and extremely effective at a local level, the market for audio products has changed significantly as consumption patterns have evolved.

Radio companies core strengths include a deep understanding of music, creation of audio content which resonates with communities and helps in building brands.

Radio companies will continue to strengthen their core of music curation (including use of artificial intelligence and machine learning technologies to determine playlists), creating music event IPs across different languages and building their brands using stationality and creative audio content.

We expect that radio brands will differentiate more from digital audio services through building out strong entertainment, news and information-related products.

The core will continue to be key for the radio segment even in 2023, garnering an estimated 60% of total revenues.

Online radio will find its feet with a workable model for licensing and one which is based on native and nonintrusive ad formats.

Radio companies will build-out new audio experiences using technology such as Augmented reality, Virtual reality, audio gaming, live audio collaborations, crowd sourced compositions, tune generators, etc.

As per the FICCI report radio revenues are expected to reach Rs 23.3 Billion in 2021, which accounts to a 64% growth YoY.

Digital Segment

Digital segment is expected to grow to Rs 424.5 Billion by 2023.

Digital advertising will outpace all other Media.

Digital advertising will grow at 21% CAGR, to equal television advertising by 2024 or 2025.

Advertising on E-commerce platforms will reach Rs10 Billion by 2025 as E-commerce players like Amazon, Flipkart, Jio Platforms, Tata, Zomato and others grow their reach and active users.

Subscription revenues will grow at 25% CAGR as paid subscriptions double to over Rs 100 million by 2023.

Newspaper digital products will increasingly go behind paywalls and we expect news and related products to generate subscription revenues of Rs 4 Billion by 2023.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the Financial Year i.e. March 31, 2021 and the date of this Report.

However, as appeared in the extensive media coverage and disclosed by the Company to the Stock Exchanges, the team of Income Tax Department visited and carried out a search at the key premises of the Company and Dainik Bhaskar Group from July 22, 2021.

The CBDT Officials carried out search and enquiry on the alleged information of irregularity in books of accounts. The Companys Management fully cooperated with them in their inquiry and their major investigations into the books of accounts of various companies in the Group.

The process by CBDT has officially concluded on July 30, 2021 though they have not shared their findings of the inquiry with the Company as yet.

On COVID-19 front, the assessment of its impact on the Companys business and steps taken by the Management to overcome it are as follows:

In view of the lockdown across the country due to the

COVID-19 pandemic since March 2020, newspaper printing and distribution operations of the Company across its several locations were disrupted temporarily during last Financial Year as the Company had to comply with the directives/orders issued by the relevant authorities. The Companys specified services viz. newspaper printing and 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 mobilise the vehicles, staff, contractors, etc. Uncertainty caused by the current situation has caused the short-term slowdown in the business operations.

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, investment 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.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs 3/- (30% of face value) per equity share of face value of

Rs 10/- each for the Financial Year ended March 31, 2021.

The dividend, subject to the approval of Members at the ensuing Annual General Meeting will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source in the hands of the Members).

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company which is available on the website of the Company at https://dbcorpltd. com/corporategovernance.php. There has been no change in the policy during the year under consideration.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2020-21 in the Statement of Profit and Loss as at March 31, 2021.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2021 was Rs 1,74,96,08,770 comprising of 17,49,60,877 equity shares of Rs 10/- each. During the year under review, the Company has allotted 6,337 shares of Rs 10/- each under D. B. Corp Limited – Employees Stock Option Scheme –2011. The Company has paid Listing Fees for the Financial Year 2021-22 to each of the Stock Exchanges where its equity shares are listed.

During the year under review, your Company has neither issued any shares with differential voting rights nor sweat equity.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on the date of this Report, namely, DB Infomedia Private Limited and I Media Corp Limited (step down subsidiary). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

The Company has prepared Consolidated Financial Statements of the Company and of both the subsidiaries, namely, DB Infomedia Private Limited and I Media Corp

Limited in the form and manner as that of its own, duly audited by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., the Joint Statutory Auditors in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter referred to as the ‘SEBI Listing Regulations).

The Consolidated Financial Statements for the Financial Year 2020-21 forms a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the Annual General Meeting while laying its Financial Statements under Section 129(2) of the Companies Act, 2013 (the ‘Act). Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the 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 Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of subsidiaries are available on the website of the Company at https://dbcorpltd. com/ under the tab ‘Financial Results.

The Company does not have any material subsidiary in the immediately preceding Financial Year. However, as per

Regulation 16 of the SEBI Listing Regulations, the Company has adopted the policy for determining ‘material subsidiaries, which states that a ‘material subsidiary means a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding Financial Year.

A Policy on ‘material subsidiaries was formulated by the Audit Committee of the Board of Directors of the Company and the same is also posted on the Companys website and may be accessed at the link:. https://dbcorpltd.com/ corporategovernance.php.

The performance / business highlights of the subsidiaries of your Company during FY 2020-21 are as follows:

DB Infomedia Private Limited (‘DBIPL)

During the Financial Year ended March 31, 2021, DBIPL achieved total revenue of Rs 10.00 lakh as compared to

Rs 10.96 lakh of the previous Financial Year. Net loss for the current Financial Year was Rs 9.31 lakh as against

Rs 10.58 lakh of the previous Financial Year.

I Media Corp Limited (‘IMCL)

During the Financial Year ended March 31, 2021, IMCL achieved total revenue of Rs 9.62 lakh as compared to

Rs 11.42 lakh of the previous Financial Year. Net profit for the current Financial Year was Rs 4.81 lakh as against

Rs 7.70 lakh of the previous Financial Year.

During the year under review, the Company has not undergone any change of its business. However, Company has ventured into the business of hydroponics as ancillary business activity pursuant to object clause of Memorandum of Association.

CREDIT RATING

During the year under review, in September 2020, the Rating Committee of CARE Ratings Limited (CARE) reviewed the Credit Rating for Bank facilities. The Company had received a credit rating of ‘CARE AA+; Stable (Double A Plus; Outlook: Stable) for its Fund Based - Long Term Bank Facilities (Outlook – Stable). For Non-Fund Based – Long Term / Short Term Bank Facilities, the rating received was CARE AA+; Stable/CARE A1+ [(Double A Plus; Outlook: Stable)/ A One Plus].

CARE has now placed the long-term ratings of the Company on ‘credit watch with negative implications following the disclosure made by the Company on the Stock Exchanges with regard to search conducted by the Income Tax Department across various offices of the Company and the Group from July 22, 2021. As a result, the said CARE ratings now read as ‘CARE AA+ (CWN) (Double A Plus) (Under Credit watch with Negative Implications) and ‘CARE AA+ (CWN) / CARE A1+, respectively.

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 essential to make the employees a part of the success of the Company through rewards, bonus and equitable compensation.

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 has been constituted in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘SEBI SBEB Regulations) 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 2020-21, the Committee has granted 20,44,815 stock options in aggregate to 15 employees under the DBCL ESOS - 2011 Scheme under Tranche 9, Tranche 10 and Tranche 11.

The disclosure in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations is annexed herewith as ‘Annexure A and forms part of the Boards 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 is also annexed herewith as ‘Annexure B and forms part of the Boards Report.

Since the Options available under DBCL ESOS - 2011 are getting exhausted, it is proposed to launch a new Employee Stock Option Scheme. It is subject to Members approval at the ensuing Annual General Meeting at which a formal agenda item is being placed for approval. The Board recommends its approval to the Members of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans and 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year under review were on an arms-length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no materially significant Related Party Transactions executed by the Company during the year that required Members approval under Regulation 23 of the SEBI Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link: https://dbcorpltd.com/ corporategovernance.php

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of appointment / cessation on / from the Board of Directors:

During the Financial Year under consideration, there was one addition and two separations from the Board of Directors.

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, at its Meeting held on October 21, 2020 appointed Mr. Santosh Desai (DIN: 01237902) as an Additional Director on the Board of the Company with effect from October 21, 2020 up to the date of ensuing AGM of the Company. An agenda item for his appointment as an Independent Director of the Company is being placed at the ensuing AGM for Members approval. The Board recommends its approval to the Members of the Company.

Mr. Santosh Desai is presently the Managing Director and CEO of Futurebrands Limited. Before this, he was the President of McCann-Erickson, one of Indias premier advertising agencies. He spent 21 years in

Advertising and was strategically involved in building key brands for a range of local and multinational clients.

He has been a guest lecturer at various national and international universities and has addressed the Global Management Boards of several multinationals including

Microsoft, Philips, Hersheys, Unilever, Coke and Reckitt

Benckiser. An academic at heart, he writes regularly on contemporary Indian society and on subjects related to Marketing.

Mr. Harish Bijoor and Mr. Piyush Pandey, Independent

Directors ceased to be directors of the Company w.e.f. the close of business hours on December 31, 2020 upon completion of two consecutive terms as Independent Directors. The Board places on record its appreciation for the valuable services rendered by Mr.

Harish Bijoor and Mr. Piyush Pandey during their tenure as Independent Directors of the Company.

In terms of Sections 149 and 152 of the Act, it is proposed to re-appoint Ms. Anupriya Acharya, Independent Director on the Board of the Company for the second consecutive term of 5 years.

Ms. Anupriya Acharya was appointed as an Additional Independent Director of the Company on June 22, 2016 and further, at the 20th AGM held on August 17, 2016, the appointment of Ms. Acharya was regularised by the Members for a term of 5 (five) years i.e. June 22, 2016 to June 21, 2021.

Pursuant to Section 149(10) of the Act, an Independent Director can be re-appointed for a second consecutive term up to five years subject to approval of Members by way of a Special Resolution.

In view of the aforesaid and considering the rich experience of Ms. Acharya in the field of Advertising, Media and Marketing Industry, it is now proposed to reappoint Ms. Acharya for a second consecutive term of five years w.e.f. June 22, 2021 to June 21, 2026 subject to the approval of the Members at the ensuing AGM. The Board has approved her re-appointment at its meeting held on June 17, 2021, subject to Members approval. A resolution for appointing her as an Independent Director for second consecutive term is recommended for passing by the Members of the Company at the ensuing AGM.

Director to retire by rotation:

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Mr. Girish Agarwal (DIN: 00051375), Non-Executive Non-Independent Director retires by rotation at the ensuing AGM and being eligible offers himself for 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 detailed profile of Mr. Girish Agarwal along with additional information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM. The Board recommends and seeks your approval for his reappointment.

Re-appointment of the Managing Director:

Mr. Sudhir Agarwal was appointed as the Managing Director of the Company on May 20, 2016 pursuant to the provisions of the Act and at the 20th AGM of the Company held on August 17, 2016, the appointment of Mr. Sudhir Agarwal was regularised by the Members for a term of 5 (five) years i.e. from January 1, 2017 to December 31, 2021. Mr. Sudhir Agarwal will cease to be the Managing Director of the Company upon completion of his current tenure on December 31, 2021.

In view of the aforesaid and considering the rich experience and contribution of Mr. Sudhir Agarwal to the Companys growth since over a decade, it is now proposed to re-appoint him as the Managing Director for a further term of five years w.e.f. January 1, 2022 to December 31, 2026 subject to the approval of the Members at the ensuing AGM. An agenda item for his re-appointment is being placed at the ensuing AGM for Members approval. The Board recommends its approval to the Members of the Company.

Key Managerial Personnel:

During the year under consideration, there was no change in the Key Managerial Personnel of the Company.

Pursuant to Section 203 of the Act, the Key Managerial Personnel (‘KMP) of the Company as on March 31, 2021, are as under:

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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

INDEPENDENT DIRECTORS

TheCompanyhasreceiveddeclarationsfromtheIndependent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

All the Independent Directors of the Company have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. Further, it is also confirmed that they have complied with the provisions regarding Independent Directors registration with the databank maintained by The Indian Institute of Corporate Affairs (‘IICA) and online proficiency self-assessment test conducted by the IICA unless exempted.

Further, all the Independent Directors have confirmed that during the Financial Year under consideration, they have complied with Schedule IV of the Act and Companys Code of Conduct.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various initiatives. The details of the aforementioned programme are available on the Companys website at https://dbcorpltd.com/corporategovernance.php.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and SEBI Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual directors.

The Nomination and Remuneration Committee has suggested the evaluation parameters for the Board, its

Committees and Directors such as qualification, experience, knowledge and competency, commitment, independent views and judgement, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Conduct of the Company, interpersonal relations with other Directors and Management, rendering independent unbiased opinion, amongst others.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

MEETINGS OF THE BOARD OF DIRECTORS

Four Board Meetings were held during the year under review and the gap between any two Board Meetings was not more than 120 days in conformity with the requirements of SEBI Listing Regulations, Secretarial Standards on Meetings of the Board of Directors (SS-1) and that of the Act and the Rules framed thereunder.

However, time gap between Board Meeting held on January

23, 2020 (4th Board Meeting of FY 2019-20) and June 23, 2020 (1st Board Meeting of FY 2020-21) was more than 120 days which did not amount to non-compliance of the relevant provisions as mentioned above in view of the relaxations allowed by all the Regulatory Authorities in this regard due to outbreak of COVID-19 pandemic and resultant nationwide lock-down.

Due to the exceptional circumstances caused by the COVID-19 pandemic and consequent relaxations granted by MCA and SEBI, all Board Meetings and Committee Meetings in FY 2020-21 were held through Video Conferencing.

COMMITTEES OF THE BOARD

Currently, the Board has seven committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Compensation Committee, Risk Management Committee and Executive Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report which may be taken as forming a part of this Report.

AWARDS AND ACCOLADES

Your Company has bagged a Gold for its ‘Ek Ped Ek Zindagi campaign in the Best Environmental Behaviour Change Award category and a Silver for its ‘Sewa Parmo Dharma campaign in the Best Crisis/Disaster Assistance category at the prestigious ACEF Asian Leaders Awards 2020. ‘Sewa Parmo Dharma has also won a Silver at WAN IFRA Asian Media Awards 2021 - Best in Community Service. The Group earned an honourable mention at the INMA Global Media Awards 2021 for its ‘Say No To Porn campaign and other initiatives like ‘Unlock Bharat for advertising sales, ‘Milestone Edition Series, Gujarat Toolkit-Best idea to acquire or gain advertising clients. ‘Night walk for women won third position at INMA in the category - Best use of an event to build a news brand.

STATUTORY AUDITORS AND AUDITORS REPORT

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in 21st Annual General Meeting held on September 4, 2017 approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) and M/s. Gupta Mittal & Co. (Firm Registration No. 009973C), as the Joint Statutory Auditors of the Company for a period of 5 (five) consecutive years until the conclusion of the 26th Annual General Meeting of the Company to be held in the calendar year 2022.

The Auditors Report given by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors on the Financial Statements of the Company for the Financial Year 2020-21 is part of this Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT

Secretarial Audit Report:

In 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, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2021.

The Secretarial Audit Report given by the Secretarial Auditors is annexed herewith as ‘Annexure C and forms part of the Boards Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Compliance Report:

In terms of Regulation 24A(2) of the SEBI Listing Regulations, every listed entity has to submit a Secretarial Compliance Report in such form as specified to Stock Exchanges within sixty days from end of each Financial Year. The said Secretarial Compliance Report for Financial Year 2020-21 has been submitted to the Stock Exchanges within the prescribed time limit.

The observation mentioned by the Secretarial Auditors in the said report in respect of delay in intimation to the Stock Exchanges under Regulation 30 of the SEBI Listing Regulations on one occasion has been addressed to under the paragraph ‘Significant and Material Orders passed by the Regulators hereunder in this report.

COST ACCOUNTS AND COST AUDITORS

In 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 2020-21 at a remuneration of Rs 25,000/- p.a. plus applicable taxes and out-of-pocket expenses at actuals.

M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) are appointed as Cost Auditors for FY 2021-22 also at a remuneration of Rs 30,000/- p.a. plus applicable taxes and out-of-pocket expenses at actuals. 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 2021-22 is included in the Notice convening the forthcoming AGM.

The Company has received their written consent that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the Financial Year ending March 31, 2022.

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 up to date, after completion of seven years, all the unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government.

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

Transfer of unclaimed dividend to IEPF:

As required under Section 124 of the Act, the unclaimed dividend amount aggregating to Rs 1,21,636/- lying unclaimed for a period of seven years was transferred during the Financial Year 2020-21 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Transfer of shares to IEPF:

As required under Section 124 of the Act, 1,039 equity shares, in respect of which dividend has not been claimed by the Members for seven consecutive years or more, have been transferred by the Company to the IEPF Authority during the Financial Year 2020-21. Details of shares transferred to IEPF have been uploaded on the website of IEPF as well as the Company at www. dbcorpltd.com.

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/ Registrar and Share Transfer Agents (‘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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

The Company was admitted in Corporate Insolvency Resolution Process (‘CIRP) vide an Order pronounced by the Honble NCLT on February 5, 2021. The Company received a copy of the said NCLT Order for initiation of CIRP of the Company in the evening on February 9, 2021. Vide the said Order of the NCLT, an Interim Resolution Professional (‘IRP) was appointed. Immediately upon the receipt of the NCLT Order for initiation of CIRP of the Company in the evening on February 9, 2021, the Senior Management of the Company got engaged in dealing with the subject matter and settling the same amicably and expeditiously with the Operational Creditor (‘OC).

The Management of the Company successfully addressed and settled the issue amicably with the OC overnight. Pursuant to the execution of the settlement agreement with the OC on February 10, 2021, the IRP, on the same day at late night hours, filed an application under Section 12A of the Insolvency and Bankruptcy Code, 2016 (‘IBC) for withdrawal of application admitted under Section 9 of the IBC.

Thereafter, the Management submitted disclosure about all these happenings to the Stock Exchanges under Regulation 30 of the SEBI Listing Regulations on February

11, 2021 (by delay of one day) in order to inform a complete, comprehensive and holistic picture of the happenings, including about the settlement reached and ultimate withdrawal of the CIRP application.

Other than the abovesaid, 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.

PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders, Designated persons and their Immediate relatives and ‘Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Company.

The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been a socially responsible corporate since inception of Dainik Bhaskar and it is clearly manifested in its Corporate Social Responsibility (‘CSR) initiatives. Operating in the field of newspaper publication, the Company has always prioritized creation of a better and well informed community. It has actively carried out mass movements through its editorial and on-ground campaigns on various social issues like ‘Beti Bachao Andolan, ‘Save Water, ‘Green Ambulance, etc.

The Companys focus areas are concentrated on increasing access to health, education, environment sustainability, betterment of under-privileged people, nature conservation, national heritage, etc. In accordance with Section 135 of the Act, as amended read with Notification issued by the Ministry of Corporate Affairs dated 22nd January, 2021 and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is annexed herewith as ‘Annexure D and forms part of the Boards Report.

During the Financial Year 2020-21, the Company has undertaken the CSR initiatives in the fields of animal welfare, eradicating hunger, poverty and malnutrition, promoting education, promoting preventive health care, protection of flora and fauna and protection of national heritage thereby helping in the upliftment of the underprivileged and disadvantaged sections of the society and focus on social issues. All the CSR activities fall within the purview of Schedule VII to the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy is also hosted on the Companys website and may be accessed at the link: https://dbcorpltd.com/ corporategovernance.php.

PUBLIC DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with 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 Boards Report or as an addition thereto.

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

REPORT ON CORPORATE GOVERNANCE

A separate Report on Corporate Governance as prescribed under the SEBI Listing Regulations, together with a certificate from the Companys Statutory Auditors confirming compliance, is given separately in this Annual Report which may be taken as forming a part of this Report.

BUSINESS RESPONSIBILITY REPORT

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

ANNUAL RETURN

The Annual Return as provided under Section 92(3) of the Act and as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://dbcorpltd.com.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

A detailed Section on the Companys internal financial controls with reference to Financial Statements and its adequacy is a part of the Management Discussion and Analysis Report which forms a part of the Boards Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. In line with the requirements of the said Act, an Internal Complaints Committee

(‘ICC) has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees and retainers are covered under this policy.

During the Financial Year 2020-21 there has been no case referred to the ICC.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. In order to maintain the highest level of confidentiality, the Company has outsourced the complaint receipt and coordination with the Whistle Blower to an independent agency.

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.

The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and provides employees a direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Whistle Blower Policy has been uploaded on the intranet of the Company.

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.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL 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 Regulation and guidelines. As per the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (‘KMPs) and other employees laid down by the said Committee, all the Board appointments are considered based on meritocracy. The potential candidates for appointment to the Board are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character, appreciation of the Companys vision, mission, values and prominence in business, institutions or professions and professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Act, the SEBI Listing Regulations and other applicable regulations and guidelines.

The salient features of the Companys policy on Nomination and Remuneration of Directors, KMPs and other employees along with the 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.

HUMAN RESOURCES

A detailed Section on the Companys Human Resource

Development is a part of the Management Discussion and Analysis Report which forms a part of the Boards Report.

PARTICULARS OF REMUNERATION TO EMPLOYEES

A statement containing names of top ten employees of the Company in terms of Section 197(12) of the 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 annexed herewith as ‘Annexure E and forms part of this Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Members excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 25th Annual General Meeting.

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:

Conservation of Energy:

1. Steps taken or impact on conservation of energy:

a. Various initiatives were taken e.g. single shift operations when activity level was reduced in order to conserve energy.

b. Maintenance and production shifts were merged wherever print load was reduced on account of load reductions due to COVID-19 pandemic situation.

2. Steps taken by the Company for utilising alternate sources of energy:

a. Investment of Rs157.94 lakh was done for installation of Solar PV plant in FY 2020-21 at the following locations:

1. Kota (Rs32.41 lakh)

2. Jodhpur (Rs68.03 lakh)

3. Udaipur (Rs41.34 lakh)

4. Ajmer (Rs16.16 lakh)

b. In FY 2020-21, total Solar PV plant capacity of 529 kWp was added at above mentioned locations.

c. Installation 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 at Jaipur.

d. At Ahmedabad Press, Solar PV plant of capacity 250.8 kWp installed in October 2019 and is operational since then.

e. Total Solar generation at all locations was 12,07,629 kWh (units) in FY 2020-21.

f. Savings of Rs 92,05,946 at all locations was achieved by Solar energy generation at both locations.

g. Location-wise generation and savings are as follows:

Location Units Generated kWh Savings (in Rs)
Jaipur 6,89,076 53,61,718
Ahmedabad 3,74,830 27,15,643
Jodhpur 87,981 6,86,255
Kota 40,039 3,12,304
Udaipur 12,718 1,05,307
Ajmer 2,985 24,719
Total 12,07,629 92,05,946

3. Capital investment on energy conservation equipments: Nil

Technology Absorption:

1. Efforts made towards technology absorption and

2. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the Financial Year): Nil / Not Applicable

4. Expenditure on Research & Development: Nil

Foreign Exchange Earnings and Outgo:

Your Company earned Foreign Exchange of Rs 45.31 million (Previous Year Rs 60.69 million). The financial expenses in foreign exchange during the year was

Rs 18.55 million (Previous Year Rs 13.68 million) and on account of advertisement, travelling, maintenance and other expenses was Rs 59.05 million (Previous Year

Rs 45.89 million).

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2020-21, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, as notified by the Institute of Company Secretaries of India.

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, 2021, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 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, 2021, on a ‘going concern basis;

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

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

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 25th Annual General Meeting of the Company including the Annual Report for FY 2020-21 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

DISCLOSURE IN RESPECT OF SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY SHARES, ETC.

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

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

– Issue of Sweat Equity shares.

– Buy Back of shares

– there was no occasion where the Board has not accepted any recommendation of the Audit Committee.

CAUTIONARY STATEMENT

Statements in the Boards report and the Management Discussion and Analysis Report describing the Companys objectives, expectations or predictions, may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere cooperation and assistance of the Government authorities, Bankers, Customers, Suppliers and Business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

For and on behalf of the Board of Directors of

D. B. Corp Limited

Sd/- Sd/-
Sudhir Agarwal Pawan Agarwal
Managing Director Deputy Managing Director
DIN: 00051407 DIN: 00465092
Place: Mumbai
Date: August 13, 2021
Encl.: Annexure A to E