BOARD'S REPORT TO THE MEMBERS Your Directors have pleasure in presenting to you the 20th Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2016. REVIEW OF PERFORMANCE Print Business During the financial year 2015-16, Indian economy showed some improvement over last year, but it continued to grow at a slower pace. Further, your Company implemented advertisement yield strategy agenda, by taking a substantial hike in advertising rates, at the beginning of financial year 2016. It faced some resistance from advertisers and media agencies initially and hence, the advertising revenue growth witnessed yearly decline. However, the same was adequately compensated through strong circulation revenue growth of around 16%, mostly driven by rate growth. In spite of advertisement revenue decline, your Company has delivered positive growth in total revenues, supported by well devised circulation growth and more efficient operations and cost management. Performance highlights of your Company during the year under consideration are as follows: O Standalone revenue from operations and other income reached to Rs. 20,789 million witnessing a growth of 2.17% as compared to Rs. 20,347 million in the previous year O Standalone advertising revenue de-grew at 2.35% to Rs. 14,813 million, which includes revenue from print, radio and digital media business. O Circulation revenue grew at 16.02% to Rs. 4,356 million from Rs. 3,755 million, largely driven by rate growth. Circulation revenue has witnessed CAGR growth of 15.24% for last 5 years, largely driven by rate growth. O Standalone Profit After Tax (PAT) for the year under review was Rs. 3,002 million. Last year's PAT was of Rs. 3,170 million, due to weakness in advertisement revenue growth, as explained above. O The consolidated gross revenue increased to Rs. 20,800 million from Rs. 20,353 million in the previous year, whereas the consolidated PAT stood at Rs. 2,966 million as against Rs. 3,163 million. O EBITDA margin of Print Business Matured Editions stands at 33.2%. Emerging Editions / Business In order to analyse the performance of the Company, its divisions / editions are segmented into emerging and matured editions / business, as any new edition launched takes about three to four years for stabilisation and for earnings Emerging editions include editions in newly launched states of Bihar, Maharashtra and few editions of Jharkhand. It also includes the newly launched mobile application division and e-Real Estate division during FY 2015-16. Revenues from emerging editions have reported strong growth. At the same time, mature editions / business has been able to report good EBITDA margins at 31.73% on the background of correction in newsprint prices and strict control over other expenditures. Emerging editions are classified as those editions which are below four years of age or which have turned profitable in last four quarters, whichever is earlier. Radio Business 94.3 MY FM is the largest radio network of the Tier II and Tier III cities, spread across seven states and 17 cities commanding a leadership rank in almost all of its markets, both in terms of listenership as well as retail market share. The Radio Business of your Company continued to perform exceptionally well in this financial year. Total income of the division increased from Rs. 960 million during the previous year to Rs. 1,076 million during the year under review which is a growth of 12.04%, one of the best among the Radio players. EBITDA has grown by 1.65% at Rs. 400 million. EBITDA margin is 37.19% which is the best among the radio players. Digital Business DBCL's web properties continue to expand their viewership base and are following an aggressive growth trajectory. www.dainikbhaskar.com continues to be the #1 Hindi news site as well as the #1 website in Hindi on the internet. Similarly, www.divyabhaskar.com is the #1 Gujarati news site as well as the #1 website in Gujarati on the internet. DBCL's other websites are the Marathi news website www.divyamarathi.com and the English news site www.dailybhaskar.com Digital business of your Company covers its existing news websites in multiple languages, classified portals covering entertainment, fashion, religious content, sports, business, gadgets and food, mobile application and real estate portal business and newly launched divisions of videos and news bulletin. Comscore has declared www.dainikbhaskar.com as the overall no. 2 website in news segment in India. www.dainikbhaskar.com introduced video bulletin that enables the users to see and hear the news rather than just reading it crossing a 13 million video view during the month of March 2016. It helped to increase engagement and to cross the language barrier and tap the English reader who also watches Hindi video. The total Dainik Bhaskar and Divya Bhaskar app downloads have crossed more than 6 million from 0.9 million in a year's time. Unique Visitors on Company's websites has surged. The digital business of your Company recorded a phenomenal 51% growth in total income to Rs. 460 million backed by a robust strategy that revolves around hyper-local news coverage and a huge library of diversified content for visitors spanning high interest news on various local, national and international issues. The digital business under standalone financials recorded EBITDA loss of Rs. 216 million after recording the expenses of expanded operations and newly started divisions. OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK Print Business O Dainik Bhaskar continues to be the largest read newspaper of urban India retaining its market position in legacy markets, while also strengthening presence in emerging regions. O World Association of Newspaper and News Publisher (WAN-IFRA) has declared Dainik Bhaskar as the globally 4th largest Newspaper. Dainik Bhaskar newspaper is the only Indian Newspaper which is placed in Global top 5 newspapers. O Dainik Bhaskar maintains its position as the largest circulated national daily of India consistently since last 4 times i.e. since last 2 years as per Audit Bureau of Circulation results of July - December 2015. O Dainik Bhaskar has not only maintained its leadership in key regional Indian markets but also retains a substantial lead over the #2 player. These regional markets have been witnessing higher GDP growth with better per capita income and consumption enabling the organisation to grow at a faster pace than industry average. O Dainik Bhaskar is the largest read newspaper of urban India. It has retained its leadership position in legacy markets including Madhya Pradesh, Chhattisgarh, Chandigarh, Punjab, Haryana (CPH), urban Rajasthan and urban Gujarat and also continues to strengthen presence in emerging regions of Maharashtra, Bihar and Jharkhand which continue to report strong progress. O Dainik Bhaskar has been voted the 'Most Trusted Brand' in the category of Hindi newspaper, revealed by the Brand Trust Report India study 2015. TRA is the publisher of The Brand Trust Report and India's Most Attractive Brands. This year's report has been mined from 3 million data points collected through a primary research conducted across 16 Indian cities. O Dainik Bhaskar's 'Zidd Karo Duniya Badlo' corporate campaign celebrates how positive persistence can change the world around you. The campaign was launched on 27th March, 2016. The campaign is being promoted across My FM radio stations, DB Digital, mobile, social media, digital road block on ET and trade platforms. O DBCL has pioneered a significant change in the attitude and stance of news publishing. 'No Negative Monday' is a new endeavour initiated by Dainik Bhaskar to encourage a more optimistic environment and usher in every new week with greater enthusiasm and positivity. Already being implemented across all 62 editions in 14 states every Monday, Bhaskar will highlight positive news in the front page, desh-videsh, state and city sections and segregate other news under a clear header. The effort has garnered significant appreciation from associates as well as lauded by Hon'ble Prime Minister Mr. Narendra Modi. O DBCL is also among the first few companies in India to take active steps towards the initiative of establishing a 'Whistle Blowing Mechanism' to encourage employees to report irregularities in operations. O Break-through industry events like the 'Unmetro -The markets driving India' conclaves have reiterated DBCL's thought leadership position. The Unmetro event conclave in its 7th edition was recently brought to Delhi and Mumbai and has been attracting marketing professionals and industry stalwarts representing some of India's largest companies and have compelled organisations to analyse and appreciate the latent economic and consumption potential of Tier II and Tier III cities that are poised to become key growth centres in the near future. Radio Business DBCL's activities to develop the radio business reflect its vision - 'to become an indispensable part of the lives of listeners and business associates by offering refreshing and informative content.' With 13 new stations into hand, DBCL would be able to further consolidate operations in Haryana, Punjab and Rajasthan, besides adding Maharashtra in a significant way. Evidently, driven by India's demographic profile, radio has significant growth potential. DBCL's constant efforts to analyse its markets and audience behaviour has revealed key insights focused on the marked shift of attitude in consumption of radio content. It has evolved from being an add-on medium and has become an increasingly integral part of media plans that seek to target more focused and localised audience groups in a cost effective manner. DBCL has already acted fast to capitalize on this potential and has emerged as a market leading radio business in 'Unmetro' geographies, where DBCL has a significant print media footprint. Digital Business DB Digital saw a phenomenal growth in FY 2015-16 in terms of Unique Visitors (UV) and Page per Visit (PV). DB Digital subsuming of eleven digital portals has breached 1,197 million PV and 34 million UV mark. 'Money Bhaskar' launched in 2014 has gained a strong readership in comparison to other financial sites. Other new websites that were recently launched were www.gadgets.bhaskar.com and www.food.bhaskar.com Total app downloads have reached to over 6 million from 0.9 million in a years' time. Also 5 star rating has been accorded to the app by industry gurus. MAJOR EVENTS DURING THE YEAR O Launch of New Editions Muzaffarpur, Bhagalpur and Gaya Sharif in the state of Bihar; • Launch of English newspaper "D B Post" from Bhopal; O Launch of Money Bhaskar App; O New station license for 13 new radio stations in major Tier II cities of India, in majority of which the Company has presence in print business as well. CSR INITIATIVES Driven by its vision of driving behavioural change in the society to bring socio-economic change, Dainik Bhaskar has undertaken CSR initiatives namely Computer Education, Tilak Holi, Ek Ped Ek Zindagi, Mitti Ke Ganesh, Annadaan and Sarthak Deepawali. Apart from being signatory to UN Global Compact Network, Dainik Bhaskar Group's CSR initiatives also contribute to UN Sustainable Development Goals pertaining to Quality Education, Zero Hunger, Clean Water and Sanitation, Sustainable Cities and Communities and Climate Action. Computer Education O First-of-its-kind knowledge initiative in the country that offers free basic computer training to senior citizens and housewives. The initiative has trained more than 26,000 housewives and senior citizens Save Birds O ' Save Birds' initiative aims at promoting awareness about bird conservation. Citizens were encouraged to keep Bird Baths (Sakoras) or vessel at their homes and workplaces, filled with food grains and water. Sensitization workshops were conducted in 886 colonies, 203 parks and 446 schools in 34 cities. 1 million earthen vessels (Sakoras) were distributed in 2015. Ek Ped Ek Zindagi O A plantation drive was initiated to encourage people to plant trees. 2.5 million saplings were planted in 34 cities across 10 states. Plantation drives were undertaken in 411 schools and 370 police stations. 65 kms of green stretch has been created in 24 cities. Annadaan O With an objective to extend help to drought affected farmers and their families of Marathwada region of Maharashtra, Dainik Bhaskar Group initiated 'Annadaan' (Food-grain donation) campaign across 34 cities in 10 states. More than 1,50,000 people participated and the initiative benefitted 15,000 farmers and their families. Mitti Ke Ganesh O This campaign encouraged the readers to bring home Lord Ganesh idol made of clay, instead of the ones made out of 'Plaster of Paris' to avoid contamination of natural water bodies. Dainik Bhaskar Group's aggressive drive led National Green Tribunal to ban POP idols in 3 states in 2015. Sarthak Deepawali O In this initiative, the Group urged the readers to celebrate the core message of the festival of lights, by making it special for the underprivileged. In 2015, Deepika Padukone came on board as Brand Ambassador for this initiative. The Two videos released on 'Sarthak Deepawali' generated more than 1 million views on Youtube. Tilak Holi O The initiative encourages people to use water responsibly and save water that gets wasted every year during the Holi festival. People are encouraged to play Holi with Abir and Gulal. Gallons of water have been saved over the years during the festival period. More than 1,50,000 readers celebrated Holi with dry colours. Mission Shiksha "Sanskaar Vidhya Niketan" initiative provides free education to girl child from economically backward sectionsof the society. Currently being implemented in Bhopal in co-ordination with Sanskaar Valley School, the following activities were undertaken: O Children of slum areas are being provided primary/ secondary education. O As of now there are 105 such children being imparted education for KG-1 to third standard at Sanskaar Valley School premises. O A minimal Rs. 500 only is collected from each child, towards one time registration. Children are provided uniforms and books free of cost. O A bus service is arranged for pick up of these children from their home to school and back. O Company is planning to increase the number of students up to 1000 and exploring alternatives for meeting the required additional premises for conducting classes for these increased number of children. Bhaskar School of Journalism and Multimedia O Further in pursuance of its objective to promote education and vocational training, your Company has partnered with the renowned Daly College, Indore and sponsored the 'Bhaskar School of Journalism & Multimedia'. Over a period of 3 years, the Company will be supporting this program through a total contribution of Rs. 2 Crore. Awards and Accolades in CSR initiatives Here are the awards and accolades conferred on your Company for the CSR initiatives in 2015 which speak for themselves: O 2 National Awards for Excellence in CSR and Sustainability for - Computer Education and Vastradaan. O 2 Asian Customer Engagement Awards for Computer Education and Vastradaan in Education and Disaster Assistance category. O 2 PRCI (Public Relations Council of India) Collateral awards for Best Public Service Campaign and CSR. O 1 PRCI (Public Relations Council of India) Chanakya Award for Social Leadership. O 1 PRSI (Public Relations Society of India) award for Best Private Organization implementing CSR. O India's Ethical Company Award by Asian Confederation of Businesses, World CSR Day & World Federation of CSR Professionals. O UBM Giving Back Award for Excellence in CSR in Media and Entertainment sector. O 2 INMA Awards for Annadaan and Ek Ped Ek Zindagi. O 2 Olive Crown Awards for Ek Ped Ek Zindagi and Sustainability. O 1 Hermes Creative Award for Annadaan. O 2 Asia Pacific Customer Engagement Awards for Ek Ped Ek Zindagi and Computer Education. The Annual Report on CSR activities containing the prescribed particulars is attached as "Annexure A" to this Report. CSR has always been a part of DBCL's Annual Operations Plan. Most of the erstwhile CSR activities being carried out by DBCL are covered under prescribed CSR activities as per law. With the introduction of mandated 2% of net profits spending on CSR under Companies Act, 2013, DBCL has scaled up its CSR activities and annual spend. Various CSR activities undertaken by the Company are benefitting the masses across various regions of the country. During the year, Company could spend Rs. 4.62 Crore on various prescribed CSR activities as against the required spent of Rs. 8.59 Crore. During the year, Company could not spend the balance required amount on account of non-availability of appropriate, meaningful and concrete CSR projects. The Company is continuously working towards exploring appropriate CSR activities/projects to be implemented in the regions where it operates. CSR Committee of the Board / CSR team of the Company is committed to undertake further activities in the areas of promoting education, empowering women, environmental sustainability, healthcare and sanitation, etc. and ensure the balance spend on concrete CSR activities. DIVIDEND The Board of Directors is pleased to inform you that for the year under review, an Interim Dividend @ 35% (i.e. Rs. 3.50 per equity share of the face value of Rs. 10/- each) was declared by the Board and accordingly paid on 12th February, 2016. Further, the Board at its meeting held on 10th March, 2016 declared One-Time Special Dividend for the FY 2015-16 @ 32.5% (i.e. Rs. 3.25 per equity share of the face value of Rs. 10/- each) which was paid on 29th March, 2016. The Board has further recommended Final Dividend @ 42.5% (i.e. Rs. 4.25 per equity share of the face value of Rs. 10/-each) for the financial year 2015-16. The final dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid to those members whose names appear in the Register of Members at the end of business hours on Friday, 5th August, 2016. The total amount of dividend, including Interim Dividend and One-Time Special Dividend, for the FY 2015-16 will be Rs. 2,021 million as against Rs. 1,424 million for the previous financial year. DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to Section 152 of the Companies Act, 2013 (the 'Act') and the Articles of Association of the Company, Mr. Pawan Agarwal (DIN: 00465092), Deputy Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Further, the term of Mr. Sudhir Agarwal (DIN: 00051407) as the Managing Director of the Company will expire by efflux of time on 31st December 2016. Pursuant to the provisions of Sections 196, 197, 198 and 203 of the Act, read with Schedule V to the Act, the Board of Directors of the Company upon recommendation of the Audit Committee and Nomination and Remuneration Committee approved re-appointment of Mr. Sudhir Agarwal as Managing Director for a further period of 5 years w.e.f. 1st January, 2017, subject to the approval of members. Mr. Sudhir Agarwal has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act. The Secretarial Auditor of the Company has in its report observed that the Company has not appointed Woman Director for the financial year under review. The Company would like to clarify that the post for Woman Director was vacant mainly because the Company was in the process of obtaining 'no-objection' from the Ministry of Information and Broadcasting ("MIB") for such appointment. The MIB has now vide its letter dt. 19th May, 2016 conveyed its 'no-objection' for the appointment of Ms. Anupriya Acharya and Mr. Naveen Kumar Kshatriya as Independent Directors of the Company. Subsequently, in compliance with the provisions of the Act as also the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations') (effective from 1st December, 2015) regarding appointment of Woman Director on the Board of the Listed Companies, your Company has appointed Ms. Anupriya Acharya as an Additional Independent Director of the Company w.e.f. 22nd June, 2016. Simultaneously, Mr. Naveen Kumar Kshatriya was also appointed as an Additional Independent Director of the Company w.e.f. 22nd June, 2016. They hold office up to the date of ensuing Annual General Meeting and seek appointment as an Independent Director for a period of 5 years from the date of their original appointment. A detailed resume of the directors seeking appointment / re-appointment have been provided in the Explanatory Statement annexed to the Notice which may be taken as forming part of this Report. Your Company recommends their appointment / re-appointment. The Company has received declarations from the Independent Directors (IDs) that they meet with the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations. Pursuant to Section 149(10) of the Companies Act, 2013, all the IDs (except Mr. Naveen Kumar Kshatriya and Ms. Anupriya Acharya) have been appointed for a period up to 31st March, 2019. 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. COMMITTEES OF THE BOARD The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the Listing Agreement (effective upto 30th November, 2015) / Listing Regulations: O Audit Committee O Nomination and Remuneration Committee O Compensation Committee O Stakeholders' Relationship Committee O Corporate Social Responsibility Committee O Executive Committee The legal provision of constitution of Risk Management Committee is not applicable to the Company. The details regarding composition and meetings of these committees held during the year under review as also the meetings of the Board of Directors are given in the Corporate Governance Report which may be taken as forming part of this Report. BOARD EVALUATION In accordance with the provisions of the Companies Act, 2013 read with the rules made there under and the Listing Regulations, the Board has carried out formal annual evaluation of its own performance, performance of its various Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which may be taken as forming part of this Report. POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES In terms of sub-section 3 of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters. The detailed policy is given in the Corporate Governance Report which may be taken as forming part of this Report. EXTRACT OF ANNUAL RETURN The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in prescribed format is attached as 'Annexure B' to this Report. RISK MANAGEMENT The details of the risk management framework adopted and implemented by the Company are given in the Corporate Governance Report which may be taken as forming part of this Report. ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS The Company has built up robust internal controls commensurate with the size of its operations. It has laid down standard operating guidelines and processes which ensures smooth functioning of activities and zero ambiguity in the mind of people who actually execute the operations. Your Company has a well-set Internal Audit structure wherein the internal audit has been entrusted to independent chartered accountants / firms and periodical review is being carried out. Apart from Internal Audit, even surprise audits are undertaken to ensure effective adherence to established processes and policies at all times. VIGIL MECHANISM Your Company has established a common platform in the form of vigil mechanism to enable directors and employees to report genuine concerns and grievances about any incident of violation / potential violation of law or the Code of Conduct laid down by the Company. The mechanism lays down the overall framework and guidelines for reporting genuine concerns. The details of this mechanism are given in the Corporate Governance Report which may be taken as forming part of this Report. These are also posted on the website of the Company. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the financial statements of the Company read with Notes to Accounts which may be read in conjunction with this Report. TRANSACTIONS WITH RELATED PARTIES All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and at arm's length basis. Further, there were no materially significant related party transactions entered into by the Company with the related parties. Hence, Form AOC - 2 is not applicable to the Company. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed: 1. that in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had 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 31st March, 2016 and of the profit of the Company for the year ended as on that date; 3. that the directors had taken proper and sufficient care for the maintenance 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. t hat the directors had prepared the annual accounts for the financial year ended 31st March, 2016, 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. SUBSIDIARIES The Board of Directors is pleased to report the performance of the subsidiaries of your Company: 1. I Media Corp Limited (IMCL) IMCL which is housing the event business of the Company recorded total income of 14 million and EBITDA of Rs. 2 million for the year. This subsidiary functions in co-ordination with radio division and carries out events across the MY FM radio presence cities. 2. DB Infomedia Pvt. Ltd. (DBIPL) DBIPL carries its business in the domain of online digital space. As the Company was incorporated during the last quarter of FY 14-15, its operations involved only setting up activities with EBITDA loss of Rs. 39 million from incorporation till 31st March, 2016. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulations, is given separately which may be taken as forming part of this Report. REPORT ON CORPORATE GOVERNANCE A report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulationsforms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance, is attached to the said Report. EMPLOYEES' STOCK OPTION SCHEMES Your Company has granted Stock Options to its employees under the 'DBCL-ESOS 2008', 'DBCL - ESOS 2010' and 'DBCL - ESOS 2011 (Tranche 1 to 5). The particulars required to be disclosed as per Clause 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given in 'Annexure C' to this Report. Compensation Committee of the Board of Directors, constituted in accordance with the SEBI Guidelines, administers and monitors these schemes. Your Company has obtained a certificate from the Auditors certifying that the said Employee Stock Option Schemes have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the members in this regard. The Certificate will be placed at the Annual General Meeting for inspection by the members and is also attached to this Report. STATUTORY AUDITORS M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No. 101049W/E300004) and M/s. Gupta Navin K. & Co, Chartered Accountants, Gwalior (Firm Registration No. 006263C), the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. The Joint Statutory Auditors viz. M/s. S. R. Batliboi & Associates LLP and M/s. Gupta Navin K. & Co. have confirmed that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act. The Board recommends their re-appointment. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with 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. The Secretarial Audit Report given by the Secretarial Auditor is attached as "Annexure D" to this Report. COST AUDITOR Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the appointment of Cost Auditor is not mandatory in respect of your Company's business of printing and publishing and electricity generation from wind farm. However as per the said amended rules, your Company is required to maintain cost records in respect of its electricity generation business. Hence, in compliance with the said rules, your Company did not appoint any Cost Auditor for the FY 2015-16. However, it continues to maintain cost records in respect of its electricity generation business. PUBLIC DEPOSITS During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules made there under or any amendment or re-enactment thereof. PARTICULARS OF REMUNERATION TO EMPLOYEES The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197(12) of the Companies Act, 2013 and the Rules made there under as amended up to date, are given in "Annexure E" to this Report. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (a) Conservation of Energy and Technology Absorption The theme of "Going Green" continued in the year 2015-16 too. Conventional lights were being replaced with LED, which has reduced energy consumption significantly. Besides we have also extended usage of Vio-Green Plates across the group. The Migration from conventional plate making to Vio-Green CTP Process-less plates completely eliminates use of chemicals and water for processing plates used in printing newspaper. In addition to saving of water, it also helps us prevent polluting mother earth as there is no discharge of chemicals. The total amount of capital invested on such energy conservation measures during the year was Rs. 75.5 lakh. (b) Foreign Exchange Earnings and Outgo Your Company earned Foreign Exchange of Rs. 321.17 million (Previous Year Rs. 212.93 million). The financial expenses in foreign exchange during the year was Rs. 13.08 million (Previous Year Rs. 12.93 million) and on account of travelling and other expenses was Rs. 101.69 million (Previous Year Rs. 27.61 million). DEMAT SUSPENSE ACCOUNT Your Company reports that 217 shares issued and allotted in January, 2010 in favour of 5 shareholders under thepublic issue of the Company remained unclaimed and were lying in the 'Demat Suspense Account' as prescribed under Schedule V of the Listing Regulations. The Company had sent reminders to all these five shareholders at their latest available addresses. Voting rights on the 217 shares will remain frozen till the rightful owners of these shares claim the shares. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact on the going concern status of the Company and its future operations. However, it is brought to the notice of the members that the Company had received notices from the stock exchanges levying penalty on the Company on account of non-appointment of Woman Director on the Board of the Company within the prescribed time. In this regard, it is brought to the notice of members that as per regulatory provisions of the Ministry of Information and Broadcasting (MIB), any change in the Board of Directors of the Company requires prior approval of MIB. Since this prior approval had not been received since long, the Company was not able to appoint a Woman Director in spite of identification of the candidate. Accordingly, the Company made appropriate submissions in this regard to the Stock Exchanges explaining the reasons of its incapacity and requesting for waiver of the penalty levied. However, w.e.f. 22nd June, 2016, Ms. Anupriya Acharya has been appointed as an Additional Director on the Board of Directors of the Company under the category of Independent Director after the approval from MIB as aforesaid dt. 19th May, 2016 was received by the Company. HUMAN RESOURCES AND INDUSTRIAL RELATIONS Smiles on the faces of our 11600+ employees have bestowed on us the best ranking for any media house as an employer. With 11,000+ employees in DBCL, we have been identified as one of the largest employers in India in 2015 (Source: Business World, Real 500 Ranking). The BW Real 500 ranking covers 1,089 non-financial companies and 122 financial companies, both listed and unlisted. In its efforts to create better work environment, provide performance oriented growth opportunities and motivating and retaining the right talent, various employee engagement initiatives were carried out by the Company during the year. Trend setting policies like Shubh Laxmi, Saubhagyawati Bhav, Sparsh, Special Leaves, Parents and In-laws mediclaim Policy and Ek Din Bhaskar Mein were introduced for all employees. On human resource initiatives front, launching of e-Performance online Management System and Ad Sales Career Path benefitted rationalisation of appraisal process and alignment of PLI Policies with individual KRAs which further helped in talent retention. Various training initiatives in Ad Sales are planned to be taken to further align them in measurement of performance of the employees based on well defined parameters. Application of talent management tools to Corporate Sales, automation of employee benefits & processes and improvisation of talent acquisition tools are some of the plans for next year, amongst others. ACKNOWLEDGEMENTS Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and other Regulatory Authorities for their assistance, continued support, co-operation and guidance. For and on behalf of the Board of Directors of D. B. Corp Limited Sudhir Agarwal Managing Director Pawan Agarwal Dy. Managing Director Place: Mumbai Date: 21st July, 2016 Encl.: Annexure A to E |