Download - Db Corp Fy11
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1CONTENTS
ParticularsPage No.
Directors' R
eport 4-13
Report on Corporate G
overnance 14-21
Managem
ent Discussion and Analysis Report 22-24
Auditors' Report 25-26
Annual Accounts 27-50
Consolidated Annual Accounts 51-78
Annual Accounts of Subsidiaries 79-112
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2GENERAL
INFO
RMATIO
NBO
ARD OF DIRECTO
RS
Chairman
: Shri. Ram
esh Chandra AgarwalM
anaging Director :
Shri. Sudhir AgarwalN
on-Executive Directors:
Shri. Girish Agarwal
Shri. Pawan AgarwalN
ominee Director
: Shri. Niten M
alhanIndependent Directors
: Shri. Kailash Chandra ChowdharyShri. Ajay Piram
alShri. Piyush PandeyShri. Harish BijoorShri. Ashw
ani Kumar Singhal
Comp
any Secretary:
Shri. K. Venkata
ram
an
Auditors
: S. R. Batliboi & Associates, Chartered Accounta
nts, M
umbai, M
aharashtra AndG
upta N
avin K. & Co. Chartered Accounta
nts, G
walior, M
adhya Pradesh
Registered O
ffice:
Plot No. 280, Sarkhej-Gandhi Nagar
Highway
, N
ear YMCA
Club, Makarba,
Ahmedabad-380051
Head O
ffice:
Dw
arka Sadan, 6, Press Complex, M
.P.
Nagar
, Bhopal-462 011, M
adhya Pradesh
Corporate Office
: 501, 5th Floor
, N
aman Corporate Link,
Opp. Dena Bank, C-31, G
- Block, Bandra Kurla Com
plex, Bandra - East, M
umbai - 400051
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3AN
NUALR
EPORT
2010-2011
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4ParticularsA
mount
Profit after tax
2,584.77Less:-Change in Current ta
x and deferred ta
x due to the Schem
e(268.73)
Add:-G
ain on account of reduction in Minority
interest liability46.98
Profit after tax w
ithout considering the effect of the Schem
e2,363.02
Dear Shareholders,
Yo
ur D
irectors are delighted to present the 15th Annual Report
of your Compa
ny for the year ended March 31, 2011.
FINA
NCIALH
IGHLIG
HTS( Sta
ndalone Results)(Rs. in Mn)
lThe Sales & O
ther income reached Rs.12616.4 M
illion wit-n
essing a m
agnificent growth of 23%, as com
pared to
Rs.10261.4 M
illion in the previous year.
lThe EBITD
Agrew by 18%
to Rs.4085.2 Million as against
Rs.3460.8 M
illion in the previous year.
lThe profit after ta
x for the year under review also registereda
n im
pressive growth of 34% with Rs.2673.2 M
illion, asco
mpa
red to Rs.1990.4 Million in the previous year
.
lAlso, for the year ended on M
arch 31, 2011, the consolidat-ed revenue of your Com
pany increased to Rs.12652.4
Million from
Rs.10629.8 Million in the previous year
, regis-
tering a growth of 19.0% and the consolidated PAT
stood atR
s.2584.8 Million as against Rs.1828.0 M
illion of the previ-o
us year
, registering a growth of 41.4%
.
MA
NAG
EMENT DISCUSSIO
N & AN
ALYSIS :
The Managem
ent Discussion and Analysis Report on the oper-ations of the Com
pany is provided in a sepa
rate section andform
s a part of this Report.
REVIEW OF PERFORM
ANCE OF EMERGING EDITIONS :
The past experience in the industry indicates that any new edition launched by the Com
pany takes about 3-4 years for stabilization and for earnings. Hence for analyzing the perfor-m
ance of the company
, w
e furnish the following information
about the emerging and other editions, in the light of business
potential of the Company:
(Rs. in Mn)
DIR
ECTORSR
EPORT
Particulars2010-11
2009-10Sales & O
ther Income
12616.3810261.38
EBITDA
4085.253460.84
Financial expenses (12.13)
146.84D
epreciation/ Amortization
427.64266.41
Profit Before Tax
3669.763047.58
Provisions for Current Tax,D
eferred ta
x & other Tax Expenses
996.531057.16
Profit After Tax
2673.221990.42
Tra
nsfer to G
eneral Reserves300.00
150.00D
ividend Proposed(Including Interim dividend and Ta
x on
Dividend)
849.45423.87
FINA
NCIALH
IGHLIG
HTS( Consolidated Results)
(Rs. in Mn)
The consolidated results include impa
ct of the demerger of radio
business of Synergy Media Entertainm
ent Limited (SMEL) into
your compa
ny and is as under : (Rs. In Mn.)
REVIEW
OF PERFO
RMANCE :
Yo
ur D
irectors are pleased to inform the im
proved results ofyour Com
pany for the financial year ended on M
arch 31, 2011a
nd the following highlights evidence the perform
ance duringthe said period :
In your Company's endeavour to reach higher levels , post
stabilization of the emerging editions, the long term
results ofthe
corporate growth
strategy would
be seen
in the
forthcoming years.
OPERATING
RESULTS AN
D FUTURE O
UTLOO
K :In line w
ith the growth plan of the compa
ny, your Directors con-
tinue the consistent efforts to enhancement of value to all stake-
holders. The year under review, has dawned with substa
ntial
SUMM
ARYFINANCIALS
PARTICULARSEm
erging EditionsO
thersT
otalFY
11FY11
FY11
TURNOVER
PUBLISHING- Advt Revenues
296.009720.15
10016.15- Sales
135.032181.93
2316.96- O
ther Income
10.89308.44
319.33TO
TALINCO
ME
441.9212210.52
12652.44News Print Cost
357.983480.50
3838.50O
pex507.54
4275.274782.81
Total Cost
865.527755.77
8621.29EBITDA
(423.60)4454.75
4031.15EBIDTA
%-95.9
36.531.9
Interest(0.16)11.43
11.27Depreciation
12.56420.29
432.84PBT
(436.00)4023.04
3587.04PBT %
-98.732.9
28.3
Particulars2010-11
2009-10Sales & O
ther Income
12652.4410629.75
EBITDA
4031.153429.41
Financial expenses 11.27
245.40D
epreciation/ Amortization
432.84378.35
Profit Before Tax
3587.042805.66
Provisions for Current Tax , D
eferred 999.68
1057.16ta
x & other Tax Expenses
Profit After Tax
2584.771828.00
Tra
nsfer to G
eneral Reserves300.00
150.00D
ividend Proposed (Including 849.45
423.87Interim
dividend and Tax o
n D
ividend)
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 4
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5opportunities for growth for the compa
ny and your directorsm
arch ahead with increased zeal for scaling newer heights
in future. Besides, in the upcom
ing global economy, the M
edia andEntertainm
ent industry has begun to witness tremendous poten-
tial for growth. As may be seen from
the levels of industriale
xpan
sion, improved awareness am
ong the consumers, the
entry and onset of large scale corporations (both domestic and
multinational) , the business avenues for your Compa
ny withvalue addition to the clients is also steadily on the rise and yourco
mpa
ny continues to be trend setter, w
ith ambitious plans for
eve
ry area of growth.Launch of new
editionsAs a next step of its co
ntinuous growth coupled with leadershipfootprint, the com
pany launched Dainik Bhaskar in Ranchi in
August 2010, in Bhatinda in September 2010, Jam
mu in
October 2010, in Jam
shedpur in December 2010 and in
Sriganganagar, Alw
ar, Sikar and Bhilwara in January 2011.
Further, during the year under review
,
the compa
ny alsolaunched "D B Sta
r" in Jodhpur and Raipur and "BusinessBhaskar" in Jaipur
. Additionally
, during the current year 2011-12,
the compa
ny launched the Dhanbad edition in April 2011.The com
pany has already begun it's pre-launch activities in the
state of Maharashtra, with great vigor since your directors
believe that the compa
ny is well best placed to capture thehugely under-penetrated regional m
arket, having huge scopefor readership and ad revenue expa
nsion, clubbed with high
eco
no
mic growth potential of the region. W
ith high regards forits ability to identify new m
arket opportunities and to expand its
readership through innovative m
arket penetration strategies, asdem
onstrated in the past, your com
pany has in place m
eticu-lous planning, stringent controls, team
creation and training , ate
very stage of this project. Y
ou
r directors are confident thatthese efforts w
ould bring in fruits in future.
CAPITALISATIO
N AND RESERVES :
(a) Tran
sfer to Reserve :As on M
arch 31, 2011 an amount of Rs.300 M
illions was trans-ferred to G
eneral Reserve as against Rs.150 Millions in the pre-
vious year.
(b) Dividend :The Board of Directors are pleased to inform
that for the yearu
nder review, a
n interim
dividend @20%
(i.e. Rs. 2/= per equityshare of face value of Rs.10/- each) was declared and paid bythem
and they further recomm
end a final dividend @ 20%
(i.e.R
s.2/- per equity share of face value of Rs.10/= each) for thefinancial year 2010-11. The total am
ount of dividend outgo,including Interim
Dividend, for the year 2010-11, will be
Rs.72,96,79,324/- as against Rs.36,30,44,210/- for the previous
financial year.
DIR
ECTORATE :
In accordance with the provisions of the Compa
nies Act 1956,a
nd the Articles of Association of the Compa
ny, Shri. Harish
Bijoor and Shri. Ashwani Kum
ar Singhal, Directors of theCom
pany
,
retire by rotation at the ensuing Annual General
Meeting of the Com
pany and being eligible, offer them
selves forre
-appointment and your directors recom
mend the sam
e.D
uring the current financial year 2011-12, the term of M
r. Sudhir
Agarwal, as the Managing Director of the com
pany will expire on
Decem
ber 31, 2011 and he will be reappointed for a further peri-od of 5 years from
January 01, 2012 to December 31, 2016,
subject to approval of the shareholders in the ensuing Annual
General M
eeting of the Compa
ny.
REPO
RT ON CO
RPORATE G
OVERNANCE :
Asepa
rate report on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges
forms pa
rt of the Annual Report along with the Certificate from
the Auditors of the Compa
ny, co
nfirming com
pliance with theprovisions of Corporate G
overnance.
DEM
ATERIA
LIZATION O
F SHARES :The Com
pany has continued its tie up with National Securities
Depository Lim
ited (NSDL) and Central Depository Services ofIndia Lim
ited (CDSL) for dematerialization of the shares of theCom
pany
. Accordingly
, the shares of the Com
pany are available
for dematerialization and can be traded in dem
at form.
ESOPs :
The Compa
ny has granted Stock Options to the em
ployeesu
nder the "DBCL-ESOS-2008" and "DBCL
- ESO
S 2010". Thepa
rticulars required to be disclosed as per clause 12 of SEBI(Employees Stock O
ption Scheme and Em
ployees StockPurchase Schem
e) Guidelines, 1999 are set out in an Annexureto this R
eport. Further
, w
ith a view to rew
ard, motivate and retain the talented
brain and to share the growth of the organisation with it's tena-cious m
anpower resources , pursuant to the resolution passed
at shareholders' meeting held on M
arch 24,2011, the Compa
nyhas em
barked on another Employee Stock O
ption Plan(ESOP) called as "DBCL
- ESO
S 2011" under which thee
mployees of your Com
pany and its subsidiaries in India and
abroad as determined by the Com
pensation Comm
ittee in itso
wn
discretion will be entitled to receive up to 30,00,000 stockoptions, in m
any tranches. As the options under this scheme are
in the process of being granted to the employees, in different
tranches, applicable details regarding the same are also fur-
nished in an Annexure to this Report.
SUBSIDIARYCO
MPA
NIES & THEIR BUSINESS :
The Directors are also pleased to inform
that the following sub-sidiaries of your Com
pany
, a
s on
the date of the report, are per-form
ing in a comm
endable manner
.
(1) Synergy Media Entertainment Lim
ited (SMEL)W
ith a view to reach advertisers with offering(s) of attractive
com
bined advertising options in the FM Radio m
edium and print
medium
and to achieve operational synergies and generatinglarger advertising revenue and better custom
er satisfaction, asa
result of radio's increasing m
arket share in media advertising,
the managem
ent of your compa
ny had considered it prudent,tim
ely and appropriate to de-merge the radio business of SM
ELinto your com
pany
. Accordingly
, o
n co
mpletion of all the related
procedures, including approvals of the Shareholders, stocke
xchanges, other
statutory authorities,
for Schem
e of
Arrangement in accordance with Sections 391 through 394, and
other applicable provisions, of the Compa
nies Act, 1956, andthe approval of the Hon' ble High Court of G
ujarat atAhm
edabad and the Hon'ble High Court of Madhya Pradesh at
Jabalpur, the radio business of SM
EL, was demerged into your
com
pany
. The Schem
e of Arrangement has April 01, 2010 as
the appointed date and subsequent to the completion of all the
above procedures, the same has com
e into effect, with theEffective Date as M
arch, 30, 2011.
As a result, all the license for 17 stations, under the name "M
y
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6FM", across the northern and western pa
rt of the country, have
no
w becom
e part of your com
pany
. This provides your com
pa-
ny the synergy in operations as both businesses complem
ente
ach other and also for cost savings, as com
mon infrastructure
is being used. Therefore, this brings in the benefit of Radio busi-n
ess also into our fold.
SMEL
has achieved EBITDAof Rs.9.48 M
illions after reachingbreakeven in the previous year
, driven by a top line growth of
aro
und 30%
in the shortest period of time of launch of its all
Stations and in an aggressive media foray
, reflects o
ur growing
position and strong value proposition to customers. "M
YFM
" isable to offer corporate custom
ers integrated media solutions for
pan
-India promotional cam
paigns. Its presence across thesecities allow
s customers an extensive reach to Tier 2 and 3 cities,
en
abling the compa
ny to provide value added advertisement
solutions.
(2) I Media Corp Limited (IMCL) :India already ranks No.3 in the world in term
s of Internet usersw
ith more than 100 m
illion users as per Google and the actual
penetration to the grass-root levels is yet to happen, and theco
mpa
ny foresees a huge potential for it's digital business.IM
CL, the digital arm of Dainik Bhaskar group is already
am
ongst the largest internet players am
ongst the media com
-pa
nies with increasing num
bers of Page Views and reach and
has grown substantially
, year over year
, by focusing com
plete-ly on content and the needs of user and there is a huge oppor-tunity to build an even larger content play on the internet.At present the com
pany is operating portals in 4 languages by
the nam
e of
Dainikbhaskar
.com
, D
ivyaBhaskar.co
m,
DivyaM
arathi.in and DailyBhaskar.co
m. These portals are not
only about news but are also actually a one stop destination for
all content needs of all. The compa
ny will continue to focus onthese portals and at the sam
e time venture into new avenues of
niche content to continue with the pa
ce at w
hich it is growing.Further to scale its co
rporate objective, the Company is in the
process of adding value to it's online business development by
availing the natural synergies between the print and the W
ebm
edia.
AUDITORS :
M/s S. R. Batliboi & Associates., Chartered Accounta
nts,M
umbai and M
/s Gupta
Navin K. & Co, Chartered Accounta
nts,G
walior, the Joint Statutory Auditors of your com
pany
, w
ill retireat the conclusion of the forthcom
ing Annual General M
eeting ofyour Com
pany
. Being eligible, they offer them
selves to holdoffice as joint auditors from the conclusion of the ensuing AnnualG
eneral meeting until the conclusion of the next Annual G
eneralM
eeting of the Compa
ny.
The Auditors' Report read with notes to accounts is self-e
xplanatory and hence, needs no further clarification.
PUBLIC DEPOSITS:
Yo
ur Com
pany has not accepted or invited any deposits from
public within the meaning of Section 58 A
of the Compa
nies Act,1956, during the year under review
.
PERSONNEL
:In term
s of the provisions of Section 217(2A) of the Companies
Act, 1956 and the Compa
nies (Particulars of Employees) Rules1975, nam
es and other particulars of the em
ployees arerequired to be set out in the annexure to this report. However
,
as per the provisions of Section 219(1)(b)(iv) of the Compa
niesAct, 1956, the R
eport and Annual Accounts of the Compa
nyse
nt to the shareholders do not contain the said Annexure. Any
shareholder desirous of obtaining a copy of the said annexurem
ay write to the Compa
ny Secretary at the Registered O
ffice ofthe Com
pany
.
TECHNOLO
GY
ABSO
RPTION & FO
REIGN
EXCHANGE M
ANAGEM
ENT:(a) Technology Absorption The Com
pany is using m
anufacturing technology,
which is
mo
stly indigenous and is the latest and advanced. The employ-
ee
s of the Compa
ny are trained periodically and adequately toe
nable them
to understand the related technology and the
effects of such training result in improved efficiency in the oper-
ations of the Compa
ny.
(b) Foreign Exchange Earning & OutgoThe Com
pany earned Foreign Exchange of Rs. NIL./-. Foreign
exchange Expenses on account of financial expenses during
the year was Rs.2,41,32,816/- and on account of traveling andother expenses was Rs.25,52,660/-.
HUMAN RESO
URCES & INDUSTRIALR
ELATIONS:
Your D
irectors would like to place on record their sincere appre-
ciation for all employees, at all levels, for their relentless service.
During the year under review
, the industrial relations have been
very cordial.
DIR
ECTORS' RESPO
NSIBILITYSTATEM
ENT:
As required under the provisions of Section 217 (2AA) of theCom
panies Act, 1956, we confirm
that:1.
in the preparation of the annual accounts, the applicable
acco
unting sta
ndards have been followed;2.
the directors had selected such accounting policies andapplied them
consistently and made judgments a
nd esti-m
ates that have been reasonable and prudent so as to givea
true and fair view of the state of affairs of the Compa
ny atthe end of the financial year and of the profit of theCom
pany for the year under review;
3.the directors had taken proper and sufficient care for them
aintenance of adequate accounting records in accor-dance with the provisions of this Act for safeguarding thea
ssets of the Compa
ny and for preventing and detectingfrauds and other irregularities
4.the directors had prepa
red the annual accounts for thefinancial year ended 31st M
arch, 2011 on a "going concern"basis;
ACKNOW
LEDGEM
ENTS:
Yo
ur D
irectors take this opportunity to express their gratitude tothe producers, vendors, investors, banks, financial institutions,Central and State G
overnments a
nd other authorities for theirvaluable guidance and continuous support.
For and on behalf of the Board of Directors(Ramesh Chandra Agarw
al)Chairm
an
PLACE: Mum
bai D
ATE: May 18, 2011
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7ParticularsD
etailsO
ptions granted (net) as per Share holdersapproval7,00,000
Ve
sting Schedule20%
each for 5 years
Pricing Formula
Exercise Price Rs.124/= 50%
discount to the average ofclosing m
arket price of the first 30 trading days post IPO.
(The market price on the stock exchange showing the highest volum
e of trading would be considered)Total num
ber of options granted4,13,427
Options V
ested
91,653
Options Exercised
36,126
The total number of shares arising as a result of
exe
rcise of options36,126
Options lapsed / cancelled
1,02,217V
ariation of term
s of optionsN
ILM
oney realised by exercise of optionsR
s.44,79,624/-Total num
ber of options in force275084
Details of options granted to
(a)D
irectors (b)
Key Managerial Personnel
Dr. Bharat Agarwal
Mr. P
.G. M
ishraM
r. R
.D. Bhatnagar
No options were granted during the year
.
Mr. Shravan G
arg(c)
Any other employee who received a grant
in any one year of options amounting to 5%
or m
ore
of the options granted during the year (Includes ex-employees and group Compa
ny employees)
Nil
(d)Identified em
ployees who are granted options, during any one year equal to exceeding 1%
of the issued capital (excluding outsta
nding warrants and
con
versions) of the Compa
ny at the time of grant
(includes ex-employees and group Company em
ployees)N
il
Fully diluted EPS on a pre-issue basis for Fiscal 2011R
s.14.70
Difference, if any
, between em
ployee compensation
cost (calculated using the intrinsic value of stock
options) and the employee compensation cost (calculated using the fair value of stock options)
(*)See Note belowW
eighted average exercise price either equals or exceeds or N
o options were granted during the year and is less than the m
arket value of the shareshence not applicable.
Weighted average fair values of options whose exercise
No options were granted during the year and
price equals or is less than the market value of the stock.
hence not applicable.
(Annexure pursuant to the DBCL-ESOS-2008)Inform
ation required to be disclosed under SEBI ( ESOS and ESPS) Guidelines, 1999(For the Financial Y
ear ended on March 31, 2011)
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 7
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8ParticularsD
etailsAssum
ptionsN
o options were granted during the year and Exercise Price
hence not applicable.R
isk free RateTim
e to Maturity
Expected Volatility
Expected Dividend Rate Closing M
arket Price of Share on the dateof option grantLock-in
Nil
Impa
ct on profits and EPS of the last three years
Not applicable
(*) Please see the Note for the same item under the particulars furnished for DBCL-ESO
S-2010.
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9ParticularsD
etailsO
ptions available for grant to employees as per ESO
PSchem
e6,00,000
Pricing Formula
Rs.168/-
Exercise Price at a discount up to a maxim
um of 30%
tothe M
arket price, where the Market price shall be the
closing market price one day prior to the date of any
Grant, on the stock exchange where highest trading
volume is registered and where the quantum
of D
iscount shall be decided by the Compensation
Comm
ittee for each of the Grant of options
Total number of O
ptions Granted
4,91,203
Options V
ested
NIL
Options Exercised
NIL
The total number of shares arising as a result of
exe
rcise of options N
IL
Options lapsed/surrendered/forfeited
16,494
Va
riation of terms of options
NIL
Money realised by exercise of options
NIL
Total number of options in force
4,74,709
Details of options granted to
(a)D
irectorsN
IL(b)
Key Managerial Personnel
Dr. Bharat Agarwal
10,000M
r. P
.G. M
ishra7,934
Mr. R
.D. Bhatnagar
5,100M
r. Shravan G
arg3,129
(c)Any other em
ployee who received a grant in any one year N
ilof options am
ounting to 5% or m
ore of the options granted during the year (Includes ex-employees and group Com
pany em
ployees)(d)
Identified employees who are granted options, during any
Nil
on
e year equal to exceeding 1%
of the issued capital (excluding outsta
nding warrants and conversions) of the
Compa
ny at the time of grant (includes ex-employees and
group Compa
ny employees)
Fully diluted EPS on a pre-issue basis for Fiscal 2011R
s. 14.70
Difference, if any
, between em
ployee compensation
(*) See note belowco
st (calculated using the intrinsic value of stock options) and the e
mployee com
pensation cost (calculated using the fair value of stock options)
(Annexure pursuant to the DBCL-ESO
S-2010)Inform
ation required to be disclosed under SEBI ( ESOS and ESPS) Guidelines, 1999(For the Financial Y
ear ended on March 31, 2011)
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 9
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10
ParticularsD
etailsW
eighted average exercise price either equals or exceeds or isless than the m
arket value of the sharesLess than M
arket Price - Rs. 168
Weighted average fair values of options whose exercise
price equals or is less than the market value of the stock.
Less than Market Price - R
s. 124.97
Assumptions
Exercise PriceR
s.168/-R
isk free Rate7.10
Time to M
aturity4.5years
Expected Volatility
30.81%Expected Dividend Rate
0.31%Closing M
arket Price of Share on the date of option grantR
s.242.50
Lock-inN
il
Impa
ct on profits and EPS of the last three years
Not Applicable since options were granted only in
May-2010
March 31 ,2011 ( Rs.)
Profit as reported267,32,31,385
Add: Employee stock com
pensation under intrinsic value method
18,665,802
Less: Employee stock com
pensation under fair value method
30,462,660
Performa profit
2,661,434,527
Earnings Per ShareB
asic- As reported
14.73
- As adjusted
14.66
Diluted
- As reported
14.70
- As adjusted
14.64
(* ) The stock based compensation cost calculated as per the intrinsic value m
ethod for the period from April 01, 2010 to M
arch 31,
2011 is Rs. 18,665,802/-. If the stock based com
pensation cost was calculated as per the fair value method prescribed by SEBI
(ESOS) Guidelines 1999, the total cost to be recognized in the financial statements for the period from
April 01, 2010 to March
31,2011, w
ould be Rs. 30,462,660/-. The effect of adopting the fair value method on the net incom
e and earnings per share as presented below:
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 10
-
11
ParticularsD
etailsO
ptions available for grant to employees as per ESO
PSchem
e, a
s approved by shareholders, to be granted in various tranches30,00,000
Ve
sting schedule :O
ptions granted under DBCL-ESOS-2011 w
ould vest notless than one year but not m
ore than seven years from
the date of grant. Pricing Form
ulaExercise Price at a discount up to a m
aximum
of 90%
to the Market price , where the M
arket price shall be the closing m
arket price one day prior to the date of any G
rant, on the stock exchange where highest trading volum
e is registered and where the quantum of
Discount shall be decided by the Com
pensation Com
mittee for each of the G
rant of optionsTotal num
ber of Options G
rantedN
IL
Options V
ested
NIL
Options Exercised
NIL
The total number of shares arising as a result of
exe
rcise of options N
IL
Options lapsed/surrendered/forfeited
NIL
Va
riation of terms of options
NIL
Money realised by exercise of options
NIL
Total number of options in force
NIL
Details of options granted to
(a)D
irectors N
IL(b)
Key Managerial Personnel
Options not granted as on M
arch 31, 2011
(c)Any other em
ployee who received a grant in any one year of options am
ounting to 5% or m
ore of the options granted during the year (Includes ex-employees and groupCom
pany em
ployees)N
il
(d)Identified em
ployees who are granted options, during any o
ne
year equal to exceeding 1% of the issued capital
(excluding outstanding warrants a
nd conversions) of the Com
pany at the tim
e of grant (includes ex-employees and group Com
pany em
ployees)N
il
Fully diluted EPS on a pre-issue basis for Fiscal 2011N
ot ApplicableD
ifference, if any, between em
ployee compensation cost
(calculated using the intrinsic value of stock options) and the e
mployee com
pensation cost (calculated using the fair value of stock options)
Not applicable
Weighted average exercise price either equals or
exce
eds or is less than the market value of the shares
Not applicable
(Annexure pursuant to the DBCL-ESOS-2011)Inform
ation required to be disclosed under SEBI ( ESOS and ESPS) Guidelines, 1999(For the Financial Y
ear ended on March 31, 2011)
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 11
-
12
ParticularsD
etailsW
eighted average fair values of options whose exercise price equals or is less than the m
arket value of the stock.N
ot applicableAssum
ptionsExercise PriceR
isk free RateTim
e to Maturity
Expected Volatility
Expected Dividend Rate Closing M
arket Price of Share on the date of option grantN
ot Applicable since no options were granted as on M
arch 31, 2011
Impa
ct on the profits and EPS if the Issuer had followed the
Not Applicable since no options were granted as on
acco
unting policies specified in Clause 13 of the ESO
PG
uidelines.M
arch 31, 2011
Lock-inN
il
Impa
ct on profits and EPS of the last three years
Not Applicable since no options were granted as on
March 31, 2011
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 12
-
13
1M
r. R
amesh Chandra Agarwal
2M
r. Sudhir Agarwal
3M
r. G
irish Agarwal4
Mr. Paw
an Agarwal5
Ms. Kasturi D
evi Agarwal6
Ms. M
eena Garg
7M
s. Neelam
Goyal
8M
s. Bhawna Agarwal
9M
r. Vishnu Prasad G
arg10
Dr. O
. P. G
arg11
Mr. G
ovind Prasad Garg
12M
s. Vineeta Kheta
wat
13M
s. Jyoti Agarwal14
Ms. N
itika Agarwal15
Ms. N
amita
Agarwal16
Mr. Arjun Agarwal
17M
s. Shubh Agarwal18
Mr. D
. D. Berry
19M
s. Sushma Berry
20M
r. Sum
eet Berry21
Ms. Annu R
akheja22
Ms. N
itu Singh23
Ms. R
enu Dua
24Aarkey Aditya Developers Private Lim
ited25
Aarkey Investments Private Lim
ited26
All Season Events Private Limited
27A
vadh Exim Private Lim
ited28
BELT
raders Private Limited
29BFP
Enterprises Private Limited
30BFP
Traders Private Lim
ited31
Berry Developers and Infrastructure Private Limited
32Bhaskar Airlines (India) Private Limited
33Bhaskar Broadcasting Corporation Lim
ited34
Bhaskar Denim
Limited
35Bhaskar Entertainm
ent & Media Private Lim
ited36
Bhaskar Exim Lim
ited37
Bhaskar Exxoils Private Limited
38Bhaskar Infrastructure Lim
ited39
Bhaskar Foods Private Limited
40Bhaskar G
lobal Private Limited
41Bhaskar G
reen Power Private Limited
42Bhaskar H
ousing Development Com
pany Private Lim
ited43
Bhaskar Industries Limited
44Bhaskar Infraventure Lim
ited45
Bhaskar Multi M
edia Private Limited
46Bhaskar M
ultinet Limited
47Bhaskar N
ews M
edia Limited
48Bhaskar Publications and Allied Industries Private Lim
ited49
Bhaskar Bio-Fuels Private Limited
50Bhaskar V
enkatesh Products Private Lim
ited51
Bhaskar United Sporting Pvt. Ltd.52
Bhaskar Inframine Private Lim
ited53
Bhopal Financial Services Private Limited
54Brick Joint Pte. Lim
ited55
Bright Drug Industries Limited
56Brightrade Pte. Lim
ited57
Chambal T
radings Private Limited
58D
B Buildcon Private Limited
59D
B Energy and Foods Private Limited
60D
B Energy Private Limited
61D
B Infrastructures Private Limited
62D
B Infratech Private Limited
63D
B Malls Private Lim
ited64
DB M
etals Private Limited
65D
B Mining Corp Lim
ited66
DB M
inings Private Limited
67D
B Partners Enterprises Private Limited
68D
B Power Lim
ited69
DB Pow
er (Chhattisgarh) Limited70
DB Pow
er (Jharkhand) Private Limited 71
DB Pow
er (Madhya Pradesh) Limited72
Ample Power Lim
ited (Formerly known as DB Power (Orissa) Limited)73
DB Publications Private Lim
ited74
Delight Investm
ents Pte. Limited
75D
elta Coal and M
ining Private Limited
76D
eluxe Tra
vel Service Private Limited
77D
emeurer D
evelopers Private Limited
78D
esign Solutions Limited
79D
ev Enterprises Private Limited
80D
ev Fiscal Services Private Limited
81D
iligent Media Corporation Lim
ited82
Dim
ension Media Private Lim
ited83
Direct (OOH) Media Private Limited
84D
ivya Dev Developers Private Limited
85D
iva Oil and G
as Limited
86D
ivya Prabhat Publications Private Limited
87D
ivya Trading Private Lim
ited88
Dolby M
ining and Power Private Limited
89Dynam
ic Concepts Pte. Limited
90D
aksh Energy Private Limited
91D
elicious Foods & Beverages Private Limited
92D
iligent Power Private Limited
93D
olby Power & Energy Private Limited
94Dynam
ic Infraventure Private Limited
95D
evasree Inframine Private Lim
ited96
Dhanshree M
ines Private Limited
97D
ivine Inframine Private Lim
ited98
Dynamic Infram
ine Private Limited
99D
B Microfinance Private Lim
ited100
Deligent Hotel Corporation Private Lim
ited101
Exxoils Enterprises Private Limited
102G
walior Buildcon Private Limited
103H
athway Bhaskar M
ultinet Private Limited
104India Interactive Te
chnologies Limited
105India United Te
xtile Mills Lim
ited106
Jay Vision Care and Ophthalm
ics Private Limited
107Khandadhar M
inerals Limited
108M
anjul Publishing House Private Limited109
Mary Developers Private Lim
ited 110
New
Era Publications Private Limited
111Peacock T
rading and Investments Private Lim
ited112
Rainbow Resources Pte Lim
ited113
Regency Agro Products Private Lim
ited114
Regency Hotels and Investm
ents (India) Private Limited115
S. A. Trading and Investm
ents Private Limited
116S
aura
shtra Samachar Private Lim
ited117
S. B. Hotels Private Limited
118Sharda Real Estate Private Lim
ited119
Sharda Solvent Limited
120Shashwat Hom
es Private Limited
121Shourya Diam
onds Limited
122Solvent T
raders Private Limited
123Stitex G
lobal Limited
124Sunshine Solvent Private Lim
ited125
Surge Developers Private Limited
126Surya Eye Institute and Research Centre Private Lim
ited127
Vastu M
ines Private Limited
128V
enture D
rive Pte. Limited
129Vindhya Solvent Private Lim
ited130
Vista N
atural Resources Private Lim
ited131
Writers and Publishers Private Lim
ited132
Yom
an Infrastructure Private Lim
ited133
Bhaskar Photo Type Setter, Bhopal
134Bhaskar Printing Press, Ahm
edabad, Surat, Vadodra
135Bhaskar Printing Press, Bhopal
136M
/s. Dwarka Prasad Agarwal and Brothers137
Dw
arka Prasad Agarwal Charitable Tru
st138
Girish Agarwal HUF
139M
/s. Matolia M
otels140
Om
Prakash Garg HUF
141Paw
an Agarwal HUF142
Ram
esh Chandra Agarwal HUF143
R.C.Agarwal Charitable T
rust
144R
C Phototype Setter, R
aipur145
M/s. R.C. Printers
146Sharda Devi Charitable T
rust
147Shivpuri T
rading Corporation148
Sudhir Agarwal HUF149
Vishnu Prasad Garg HUF
150Vindhya Power Private Lim
ited151
Virat Infraventures Private Limited
Sr. N
o.N
ame
Annexure to the Directors' Report for the Financial Y
ear ending on March 31, 2011
Persons constituting Group coming within the definition of the 'group' as defined in the M
onopolies and Restrictive Trade Practice Act, 1969, include the following:Our Prom
oters and Promoter Group (Individuals and Entities)
Sr. N
o.N
ame
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 13
-
14
1)CO
MPA
NY
PHILO
SOPHY
ON CO
DE OF G
OVERNANCE
The Compa
ny operates on valued principles evolving highest standards of ethics of business and attributing top m
ost priority toco
rporate governance and compliance with the regulatory fram
ework since the Compa
ny believes that exemplary adherence to
corporate governance sta
ndards adds value in every activity, besides providing for control, accountability and proactive m
easures
wherever required, ultim
ately resulting in enhancement in stakeholders' value.
Subsequent to an Initial Public Offer (IPO) during the year 2009-10, the compa
ny's equity shares have been listed on BSE andNSE, w
.e.f January 06, 2010. Accordingly
, co
mpliance with the provisions of the relevant clauses of the Listing Agreem
ent relat-
ed to Corporate Governance have becom
e applicable to the compa
ny on and from the date m
entioned above.
2) NUMBER O
F BOARD M
EETINGS
The Board of Directors duly met 7 tim
es during the year on April 9, 2010, May 5, 2010, M
ay 27, 2010, June 26, 2010, July 30,2010, O
ctober 22, 2010 and January 24, 2011. At least one meeting of the Board of Directors was held in every quarter and the
ma
ximum
gap between two meetings was less than 4 m
onths.
3) DIRECTORS' ATTEN
DA
NCE RECORD A
ND
DIR
ECTORSHIP
HELD
The composition of Board of Directors, their attendance at the Board M
eetings during the financial year and at the last AGM
, asalso num
ber of other directorships held by them are as follows:-
(*)For the purpose of the above, directorships in other public lim
ited compa
nies only are considered.(**)
For the purpose of the above, mem
bership/chairmanship in the Audit Com
mittee and Shareholders' G
rievance Comm
ittees only are co
nsidered.
Mr. R
.C. Agarwal, Chairman
76
Ye
s9
Promoter
0/1M
r. Sudhir Agarwal, M
anaging Director7
6N
o11
Promoter
2/1M
r. G
irish Agarwal, Director7
6Y
es
14Prom
oter1/0
Mr. Paw
an Agarwal, Director7
5N
o11
Promoter
1/3M
r. N
iten Malhan, N
ominee D
irector7
4N
o6
Nom
inee4/0
Mr. Ajay Piramal, Independent Director
72
No
4N
on-ExecutiveIndependent
1/0M
r. K.C. Chowdhary
, Independent Director
76
Ye
s1
Non-Executive
Independent1/0
Mr. Piyush Pandey
, Independent Director
71
No
0N
on-ExecutiveIndependent
0/0M
r. H
arish Bijoor, Independent Director
75
No
1N
on-ExecutiveIndependent
1/0M
r. Ashw
ani Singhal, Independent Director7
5N
o1
Non-Executive
Independent0/0
Nam
e of the director / D
esignationA
ttendance at meetings
during 2010-11
No. of BoardM
eetings heldA
ttendedLast AG
Mattended
No. of otherDirectorship
(s) (*)Category of
DirectorsN
o. of mem
-bership
s/chairm
an-ship(s) of
Board com
-m
ittees ofother com
pa-
nies(**)
REPO
RT ON CO
RPORATE G
OVERNANCE
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 14
-
15
4) COMMITTEES OF THE BOARD4.1. M
andatory Comm
ittees
The Board of Directors has constituted board-level com-
mittees to delegate m
atters requiring greater and more
focused attention and also for smoother and better
administrative convenience and on specific m
atters,these com
mittees prepa
re the ground-work for decision
making and report to the Board.
Details on the role and com
position of these comm
ittees,including the num
ber of meetings held during the financial
year 2010-11 and the related attendance are providedbelow:A) A
udit comm
itteeThe Audit Com
mittee of the Board of Directors of the
Compa
ny comprises of five m
embers and M
r. Kailash
Chandra Chowdhary, Independent Director heads the
sam
e a
s Chairman of the Audit Com
mittee.
The composition of Audit Com
mittee m
eets the require-m
ents of Sec 292A
of the Compa
nies Act, 1956 andclause 49 of the Listing Agreem
ent.
The following table provides the composition of the Audit
Comm
ittee of the compa
ny.
The Audit Comm
ittee acts as per the term
s of referencem
ade to it by the Board of Directors, from tim
e to time,
inter alia, assists the board in its responsibility for over-
seeing the quality and integrity of the accounting, audit-
ing, and reporting practices of the Compa
ny and its com
-pliance with the legal and regulatory requirem
ents. Theco
mm
ittee oversees the accounting and financial report-ing process of the Com
pany
, the audit of the Com
panys
financial statements, re
viewing accounting policies and
acco
unting
standards
applicable to
the Com
pa
ny,
appointment, independence and perform
ance of thestatutory Auditors and Internal Auditors, reviewing theCom
pa
nys financial and risk managem
ent policies,re
viewing the scope of the internal audit plan, procedures,
adequacy of the internal audit functions and internal con-trol system
s, review of statement of significant related
party transactions subm
itted by the managem
ent.
During the year the com
mittee m
et Four times on M
ay 27,2010, July 30, 2010, O
ctober 22, 2010 and January 24,2011.
Mr. Kailash Chandra Chowdhary- Chairm
an Independent Director
Mr. Ashw
ani Singhal Independent Director
Mr. Piyush Pandey
Independent DirectorM
r. N
iten Malhan
Non-executive D
irectorM
r. G
irish Agarwal N
on-executive Director
Name of the Director
Executive/Non-executive/Independent
Attendance of each m
ember at the A
udit Comm
itteem
eetings held during the year
Mr. K. V
enkata
ram
an
, Compa
ny Secretary of the com
pa-
ny is acting Secretary of the Audit Com
mittee.
B)Shareholdersand InvestorsG
rievance Comm
itteeThe Board has constituted a Shareholders
and
InvestorsGrievance Com
mittee under the chairm
an-ship of Shri G
irish Agarwal and the composition of the
sam
e is as under :
The Shareholders/InvestorsGrievance Com
mittee is
responsible for the redressal of shareholders and
investorsgrievances such as non-receipt of share certifi-cates, annual reports a
nd dividend, issuance of duplicateshare certificates, consolidation and splitting , transfera
nd transmission, dem
aterialization / rematerialization of
shares etc.. The comm
ittee oversees the performance of
the Registrars and T
ran
sfer Agents of the Compa
ny (RTA)a
nd recomm
ends measures for overall im
provement in
the quality of investor services.
At the close of the year under review on March 31, 2011,
78 complaints in the nature of non- receipt of refund, non-
receipts of credit to Dem
at Accounts etc. were received
from the shareholders and all of them
have been resolveda
nd disposed accordingly, a
s reported by the RTAof the
com
pany
.
Mr. K. V
enkata
ram
an
, Compa
ny Secretary of the com
pa-
ny is acting as the Secretary of Shareholders
and
InvestorsGrievance Com
mittee.
Mr. G
irish Agarwal- Chairman
Non Executive D
irectorM
r. Paw
an AgarwalN
on Executive Director
Mr. Sudhir Agarwal
Executive Director
Mr. N
iten Malhan
Non Executive D
irector
Name of the Director
Executive/Non executive/Independent
Mr. Kailash Chandra
Chowdhary- Chairman
Independent4
4
Mr. Ashw
ani Singhal - Mem
berIndependent
43
Mr. Piyush Pandey - M
ember
Independent4
1M
r. N
iten Malhan - M
ember
Non- Executive
42
Mr. G
irish Agarwal - Mem
ber N
on- Executive4
4
Name of the m
ember of
the Audit Comm
itteeNature of
Directorship inthe Com
pany
No. ofm
eetingsheld
No ofm
eetingsattended
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 15
-
16
During the year the com
mittee m
et Four times on M
ay 27,2010, July 30, 2010, O
ctober 22, 2010 and January 24,2011.
Attendance of each mem
ber at the Shareholdersa
ndInvestors
Grievance Com
mittee held during the year
2010-11, is as under :
In the meetings of the Shareholders/InvestorsG
rievanceCom
mittee held during the year ended 31st M
arch, 2011,subsequent to the listing of the equity shares of the com
-pa
ny, the periodical reports re
ceived from the RTA
of theco
mpa
ny were placed and noted.
4.2. Non - M
andatory Comm
itteesC) Remuneration Committee:The com
position of Remuneration Com
mittee is as follows:
Nam
e of the DirectorExecutive/Non-executive/
Independent
Mr. Ajay Piramal
Independent DirectorM
r. Kailash Chandra Chowdhary
Independent DirectorM
r. N
iten Malhan
Non Executive D
irectorM
r. G
irish Agarwal N
on Executive Director
The Rem
uneration Comm
ittee determines our Com
pany's
rem
un
eration policy
, having regard to perform
ance standards
and existing industry practice. Under the existing policies of our
Compa
ny, the R
emuneration Com
mittee, inter alia, determ
inesthe rem
uneration payable to our Directors.Apa
rt from discharging the above-m
entioned basic function, theR
emuneration Com
mittee also discharges the following func-
tions:
Fram
ing policies and compensation including salaries and
salary adjustments, incentives, bonuses, promotion, bene-
fits, stock options and performance ta
rgets of the top exec-utives; and
Form
ulating strategies for attracting and retaining employ-
ee
s, em
ployee development program
s.There w
as no meeting of the Rem
uneration Comm
ittee duringthe year
. N
one of the directors have been granted any stockoption. The tenure of office of M
r. Sudhir Agarwal, M
anaging
Director of the com
pany
, is for a period of 5 years with
effect from January 1, 2007, pursuant to the M
anagingD
irector's agreement dated August 29, 2007. The
Managing Director is entitled to an annual salary of Rs.
3,600,000. As per the agreement he is not paid any sitting
fees for attending the meetings of the Board or any
com
mittees.
During the financial year 2010-11 the Com
pany paid
rem
un
eration to its Executive D
irectors as per the detailsgiven below:
Nam
e of DirectorSalaries & perquisites (in Rs.)
Mr. Sudhir Agarwal,
36,00,000/=M
anaging Director
During the current financial year 2011-12, the term
of Mr.
Sudhir Agarwal, as the Managing Director of the com
pa-
ny will expire on December 31, 2011 and he will be reap-
pointed for a further period of 5 years from January 01,
2012 to Decem
ber 31, 2016, on an annual remuneration
of Rs.60,00,000/-, per annum, pursuant to the approval of
the remuneration com
mittee and the Board of Directors,
subject to approval of the shareholders in the ensuingAnnual G
eneral Meeting of the Com
pany
.
D) Compensation Committee:W
ith a view to com
ply with the provisions of the SEBI(Employees Stock O
ption Scheme and Em
ployee StockPurchase Schem
e) Guidelines, 1999, and other provi-sions
as applicable, the Board has constituted a
Compensation Com
mittee, on Novem
ber 28, 2007. Them
ain scope of functions of this comm
ittee shall be admin-
istration, implem
entation, execution and monitoring of the
Employees' Stock O
ption Scheme/s, of our Com
pany
,
from tim
e to time. The com
position of Compensation
Comm
ittee is as follows: N
ame of the Director
Executive/Non-executive/Independent
Mr. Kailash Chandra Chowdhary
Independent DirectorM
r. Ashw
ani SinghalIndependent Director
Mr. Piyush Pandey
Independent DirectorM
r. Paw
an AgarwalN
on Executive Director
Mr. N
iten Malhan
Non Executive D
irector
During the year 2010-2011, one m
eeting of the Compensation
Comm
ittee was held on January 24, 2011.M
r. K V
enkata
ram
an
, Compa
ny Secretary and Com
plianceO
fficer, a
cts as the Secreta
ry of all the comm
ittees of our Board.
5)G
ENERALBO
DYM
EETINGS :
The date, time and venue of the previous Annual G
eneral
Mr. G
irish Agarwal- Chairman
Non- Executive
44
Mr. Sudhir Agarwal- M
ember
Executive4
4M
r. Paw
an Agarwal - Mem
berN
on- Executive4
4M
r. N
iten Malhan
- M
ember
Non- Executive
44
Name of the m
ember of
the Shareholders' andInvestors' GrievanceCom
mittee
Nature ofDirectorship inthe Com
pany
No. ofm
eetingsheld
No ofm
eetingsattended
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 16
-
17
me
etings held during the last three years are given below:
6.D
ISCLOSURES:
There are no m
aterially significant transactions made
by the Compa
ny with its Promoters, D
irectors orM
anagement, their subsidiaries or relatives etc. that
may have a potential conflict with the interest of the
Compa
ny at large.
D
uring last three years, there were no strictures orpenalties im
posed by either SEBI or the StockExchanges or any statutory authority for non - com
pli-a
nce
of any matter
.
The Com
pany has a Code of Conduct for its D
irectorsa
nd Senior Managem
ent Personnel. The Board mem
-bers and Senior M
anagement personnel of the
Compa
ny affirm com
pliance with this code.
The details of the shares held by the Directors of theCom
pany as at M
arch 31, 2011 are as under:
Nam
e of the DirectorN
o. of Equity Shares held M
r. R
.C. Agarwal, 32,010,062
Mr. Sudhir Agarwal
18,006,206M
r. G
irish Agarwal, 15,227,186
Mr. Paw
an Agarwal, 17,424,808
Mr. N
iten Malhan
-- N
IL--M
r. Kailash Chandra Chowdhary
-- N
IL--M
r. Ajay Piramal,,
-- N
IL--M
r. Piyush Pandey
,
-- N
IL--M
r. H
arish Bijoor, Independent Director
-- N
IL--M
r. Ashw
ani Singhal, Independent Director-- N
IL--
Sitting Fees, paid to the Non- Executive and IndependentD
irectors of the compa
ny, during the year 2010-11, is as
follows:N
ame of the Director
Sitting fees paid
Mr. R
.C. Agarwal, R
s. 1,20,000M
r. G
irish Agarwal, R
s. 1,20,000M
r. Paw
an Agarwal, R
s. 1,00,000M
r. N
iten Malhan
Nil
Mr. Kailash Chandra Chowdhary
Rs. 1,60,000
Mr. Ajay Piramal,,
Rs. 40,000
Mr. Piyush Pandey
,
Rs. 25,000
Mr. H
arish Bijoor,
Rs. 1,00,000
Mr. Ashw
ani Singhal, R
s. 1,15,000Total
Rs.7,80,000/=
7. MEA
NS OF CO
MM
UNICATION:
The unaudited quarterly results, audited financial results of theCom
pany are published for the information of the shareholders in
leading national newspapers and are also intimated to respective
stock exchanges as required under the Listing Agreement.
8. GENERALSHAREHOLDER INFORM
ATION:
AGM
for 2010-11: Date, tim
e and venue : July 8, 2011, Tim
e: 4.00 P.M
.V
enu
e: Registered O
ffice of the Comp
any.
Financial Calendar for the year comm
encing from
01-April-2011 to 31-March- 2012 (Te
ntative)First Quarter Results
:Upto August 14, 2011
Second Quarter Results:
Upto November 14, 2011
Third Quarter Results :
Upto February 14, 2012R
esults for the year endingM
arch, 2012 Upto M
ay 15, 2012D
ate of Book closure:
2nd July, 2011 to 8th July
, 2011
Listing on Stock Exchanges:
The shares of the compa
ny are listed on Bombay Stock
Exchange Limited and the National Stock Exchange of India
Limited. The Annual Listing fees for the year 2011-2012 have
been paid to these Stock Exchanges.
Stock Code:
Bombay Stock Exchange Lim
ited :
Scrip Code / Symbol -
533151 / DBCORP
National Stock Exchange of India Lim
ited :Scrip Sym
bol: DBCORP
The compa
ny has also paid the Annual Custodial fees toboth depositories (i.e. National Securities DepositoryLim
ited and Central Depository Services (India) Limited)
9.STOCK M
ARKET PRICE DATAFOR THE
YEAR 2010-11:
Compa
ny's shares are listed on Bombay Stock Exchange and
National Sto
ck Exchange during the financial year,
The Market quotation of com
pany's shares on BSE and NSE is
as follows:
MONTH
BSE Share Price SENSEXNSE Share Price
NIFTY
HIGHLOW
HIGHLOW
HIGHLOW
HIGHLOW
April 2010265.50
241.0018,047.86
17,276.80266.10
239.005399.65
5160.90May 2010
256.95225.00
17,536.8615,960.15
258.80211.35
5278.704786.45
June 2010253.80
230.1017,919.62
16,318.39253.00
227.555366.75
4961.05July 2010
248.00230.00
18,237.5617,395.58
246.00230.55
5477.505225.60
August 2010275.00
240.3518,475.27
17,819.99275.75
240.255549.80
5348.90September 2010
289.10246.00
20,267.9818,027.12
289.40247.00
6073.505403.05
October 2010307.00
266.7020,854.55
19,768.96310.20
265.006284.10
5937.10November 2010
284.40242.10
21,108.6418,954.82
285.00240.05
6338.505690.35
December 2010274.05
235.1020,552.03
19,074.57275.00
235.106147.30
5721.15January 2011
279.00238.00
20,664.8018,038.48
278.65235.15
6181.055416.65
February 2011261.65
226.0018,690.97
17,295.62261.30
231.005599.25
5177.70March 2011
268.20234.25
19,575.1617,792.17
274.00233.70
5872.005348.20
Registrar & Share Transfer Agent (RTA): For any assista
nce
regarding Share Tra
nsfers, T
ran
smissions,
change of address, non-receipt of dividends, duplicate missing
share certificates and other relevant matters, the Registrar and
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 17
-
18
Tra
nsfer Agents of the Com
pany at the following
address may be conta
cted:
M/s Karvy Com
putershare Pvt. Ltd.(Unit: D.B. Corp Limited)Address
:Plot no. 17 to 24, Vittalrao N
agarM
adhapur, Hyderabad - 500 081
Tel No
:040-44655000
Fax:
040-23420814-0857Conta
ct person:
Mr. U. S. Singh
10. SHARE TRANSFER SYSTEM:
The process of recording of share transfers, transmis-
sions, etc. , for shares held electronic form is handled by
M/s Karvy Com
puter Share Pvt. Ltd (RTA) and a reportthereof is sent to the com
pany periodically and the
Shareholders'/Investors' Grievance Com
mittee of the
Compa
ny takes note of the same periodically
. In respect
of shares held in physical form the transfer docum
entsa
re lodged with the RTA
and after processing , the sam
eis sent to the com
pany
, a
nd the Shareholders'/Investors'G
rievance Comm
ittee conveys its approval to the
Registrars, who dispatch the duly transferred share cer-
tificates to the shareholders concerned, after complying
with the applicable provisions. The average tim
e taken forprocessing share transfers requests including dispatch ofShare certificates is 30 days, while it takes m
inimum
of 15days for processing dem
aterialization requests by theShare T
ran
sfer Agents.
Dem
aterialization of shares and Liquidity: As on 31-03-2011, the Com
pany
, the status of the dem
aterial-ized and physical form
of shares of the compa
ny, is as under:
Shares held in N
o. of Shares%
Electronic Form w
ith CDSL413123
0.22Electronic Form
with NSDL
15026579281.99
Physical Form32604316
17.79Total
183283231100
11.SHAREHOLDING
PATTERN
(EQUITY) AS ON
MA
RCH 31 2011:Sr.
CategoryNo. of
No.Holders
Total SharesPercentage
1PRO
MO
TERS13
11686870363.76%
2PRO
MO
TERS BODIES
CORPO
RATE7
4099505722.37%
3FO
REIGN INSTITUTIO
NALIN
VESTORS
319623005
5.25%4
OVERSEAS CO
RPORATE
BODIES
26607594
3.61%5
MUTUAL
FUNDS30
58155693.17%
6R
ESIDENTIN
DIVIDUALS
120421216599
0.66%7
BODIES CO
RPORATES
2561634605
0.89%8
H U F
537503874
0.27%9
NON RESIDENT
IND
IANS92
162080.01%
10CLEARING
MEM
BERS21
20170.00%
Total13031
183283231100.00%
12.DISTRIBUTION SCHEDULE AS ON MARCH 31, 2011:
Share or debentureShare / debenture
Share / A
mount
holding of nominal
holdersdebenture
value R
s.R
s. N
umber
% to Total
In Rs.
% to Total
(1)(2)
(3)(4)
(5)Upto
-5000
1276697.91%
81354200.44%
5001-
1000098
0.75%759730
0.04%
10001-
2000039
0.30%587960
0.03%
20001-
3000016
0.12%409670
0.02%
30001-
400007
0.05%256430
0.01%
40001-
5000010
0.08%468380
0.03%
50001- 100000
190.15%
14385400.08%
100001&
Above84
0.64%1820776180
99.34%
Total13039
100%1832832310
100%
Equity Shares held in Suspense Account:
As per Clause 5Aof the Listing Agreem
ent, the compa
ny reportsthat 247 Shares are lying in the suspense account, as on M
arch31, 2011.
The GDR/ A
DR/ Convertible instrum
ents:The Com
pany has not issued any G
DR/ADR/Convertible instru-m
ents during the financial year 2010-11.
Address for Investor Correspondence:
K. Ve
nkatara
ma
nCom
pany Secreta
ry & Compliance O
fficerD
.B. Corp Limited
501, 5th Floor, N
aman Corporate Link,
Opp. Dena Bank,
C-31, G- Block,
Bandra Kurla Complex,
Bandra - East, M
umbai - 400051
Tel No: 022-39888840
Fax No: 022-39804793
e-m
ail: dbipo@im
cl.co.in
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 18
-
19
Declaration regarding com
pliance by the Boardand Senior m
anagement personnel w
ith the Code of Conduct
This is to certify that the Compa
ny has adopted a Code of Conduct for all Board Mem
bers and Senior Managerial
Personnel of the Compa
ny and this Code has been posted on the website of the Compa
ny.
I confirm that in respect of the financial year M
arch 31, 2011, the Compa
ny has received a declaration of compliance with
the Code of Conduct as applicable to them, from
the senior managerial personnel of the Com
pany and the M
embers of
the Board.
May 18, 2011
(Sudhir Agarwal)M
umbai
Managing Director
Auditors' Certificate on Com
pliance with the
conditions of Corporate G
overnance
We
have examined the com
pliance of conditions of Corporate Governance of D.B. Corp Lim
ited (The Company ), for the
year ended on March 31, 2011, as stipulated in clause 49 the Listing Agreem
ent of the said Compa
ny with stocke
xchanges.
The compliance of conditions of corporate governance is the responsibility of the m
anagement. O
ur examination was lim
-ited to procedures and im
plementation thereof , adopted by the Com
pany
, for ensuring the com
pliance conditions ofCorporate G
overnance. It is neither an audit nor an expression of opinion on the financial statements of the Com
pany
.
In our opinion and to the best of our information and according to the explanations given to us , we certify that the
Compa
ny has complied with the conditions of Corporate G
overnance, as stipulated in the above mentioned Listing
Agreement.
We
further state that such compliance is neither an assurance as to the future viability of the Com
pany nor the efficien-
cy or effectiveness with which the managem
ent has conducted the affairs of the compa
ny.
For S.R.Batliboi & Associates
For Gupta N
avin K.& CoFirm
Registration No: 101049W
Firm Registration No: 06263C
Chartered Accountants
Chartered Accountants
per Am
it Majmudar
per Navin K. Gupta
Partner Partner
Mem
bership No : 36656 M
embership No : 75030
May 18, 2011
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 19
-
20
Details of the Directors seeking appointm
ent/reappointment at the forthcom
ing AGM
:N
ame of the Director
Mr. H
arish BijoorD
ate of Birth3rd June 1961
Date of Appointm
ent28th N
ovember 2007
Areas of Experience
He has over 27 years of experience in m
arketing and brand managem
ent. He beganhis career in H
industan
Lever Limited (formerly known as Brooke Bond Lipton India
Limited), and was in charge of sales, distribution and brand management of the
com
pany
. H
e also worked in Tata
Coffee Limited and was responsible for their brand
ma
nagem
ent for over eight years. He also worked in Zip Telecom Lim
ited as Chief O
perating Officer from
2000 to 2001.Educational Qualifications
Graduate and Post G
raduate degree in Arts, from Bangalore University
.
Comp
anies in which he holds
directorshipG
lobal Edge Software Lim
ited
Mem
bership/Chairmanship of
Board Com
mittees
NIL
ShareholdingN
IL
Nam
e of the DirectorM
r. Ashw
ani Kumar Singhal
Date of Birth
31st October 1961
Date of Appointm
ent28th N
ovember 2007
Areas of Experience
Mr. Ashw
ani Kumar Singhal has over 26 years of experience in non-ferrous
metallurgical industry and is presently handling the activities related to global
sou
rcing of raw materials of his business in m
anufacture of non-ferrous metals. H
e w
as the vice-president of BIR Brussels, the International Authority in Non- Ferrous
Metals for global trends in the industry from
1996 to 2008. Educational Qualifications
B.Com (Hons.) degree from Gurunanak Dev University
, Am
ritsar
Companies in w
hich he holds directorshipKatyanidevi Leasing and Finance Com
pany Private Lim
itedSynergy M
edia Entertainment Lim
itedM
embership/Chairm
anship of Board Com
mittees
D.B. Corp Lim
ited Shareholding
NIL
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 20
-
21
Details of the Directors seeking appointm
ent/reappointment at the forthcom
ing AGM
:N
ame of the Director
Mr. Sudhir Agarwal
Date of Birth
20th July 1967D
ate of Appointment
Appointed as Additional Director on 10-12-2005 and appointed as the Managing
Director from
01-01-2007 a period of 5 years .A
reas of ExperienceM
r. Sudhir Agarwal is having approxim
ately 22 years of experience in the publishinga
nd newspaper business and has been employed with our organization for all of this
period. He is responsible for our long term vision and strategy and is heading m
anyn
ew
initiatives undertaken by the compa
ny.
Educational QualificationsBachelor's degree in science
Comp
anies in which he holds directorship
As per list given belowM
embership/Chairm
anship of B
oard Comm
itteesM
ember - Shareholders/Investors' G
rievance Comm
itteeShareholding in the com
pany
18006206 shares
Directorship List of Shri. Sudhir Agarwal
S.NoN
ame of the Com
pany
S. NoN
ame of the Com
pany
1Bhaskar V
enkatesh Products Private Lim
ited20
Vindhya Solvent Pvt. Limited
2Bhaskar Foods Pvt. Ltd.
21Aarkey Aditya Developers Pvt. Ltd
3Bhaskar Industries Ltd.
22D
elta Coal & M
ining Pvt. Ltd.4
Bhaskar Publications and Allied Ind. Pvt. Ltd.
23Am
ple Power Ltd (Formerly known as D
B Power (Orissa) Ltd)
5Bhaskar Bio-fuels Pvt. Ltd.
24D
B Power (Chhattisgarh) Limited
6Bhaskar Exxoils Pvt. Lim
ited25
Va
stu Mines Pvt. Ltd
7D
B Malls Pvt. Lim
ited26
Dolby M
ining & Power Pvt. Ltd8
Diligent M
edia Corporation Ltd27
Vista N
atural Resources Pvt. Ltd
9I M
edia Corp Ltd28
Bhaskar New
s Media Lim
ited10
Saurashtra Samachar Private Lim
ited29
Bhaskar Entertainment & M
edia Pvt. Ltd11
Shourya Diamonds Lim
ited30
DB Pow
er (Jharkhand) Pvt. Ltd12
Surge Developers Private Ltd.31
DB Energy and Foods Pvt. Ltd
13Synergy M
edia Entertainment Ltd.
32D
emeurer D
evelopers Pvt. Ltd14
Writers and Publishers Pvt. Lim
ited33
Le Soleil Developers Pvt Ltd15
DB Energy Private Lim
ited34
Sharda Solvent Limited
16India Interactive Te
chnologies Limited
35D
aksh Energy Pvt Ltd17
Hathw
ay Bhaskar Multinet Pvt Ltd
36Vindhya Power Pvt Ltd
18D
B Publications Private Limited
37D
eligent Hotel Corporation Pvt Ltd19
Diva oil & G
as Limited
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 21
-
22
Additionally, during the current year 2011-12, the com
pany
launched the Dhanbad edition in April 2011.W
e co
ntinue our efforts to provide best quality of newspapersto our readers and in this direction, Dainik Bhaskar group hasalw
ays used latest technology of printing infrastructure,im
proved editorial content etc., enhanced printing quality. In it's
endeavor to achieve newer heights a
nd long term objectives,
the compa
ny marches ahead with m
any steps and initiatives
and noteworthy efforts have begun in the areas of corporate
restructuring, Ad revenue planning and Editorial content in addi-
tion to attributing more focus on the event m
anagement. It is an
on
going affair for the compa
ny to receive recognitions andim
prove its ma
rket position in the industry. Increasing rate of lit-
era
cy across the country, growth in readership of Hindi newspa
-pers and im
proved reach to consumers and increase in
the advertisement spend are m
ainly the driving forces for theco
mpa
ny.
Keeping in mind the potential available and rem
aining untapped, the com
pany has already begun it's pre-launch activities
in the state of Maharashtra, with great vigor since it is felt that
the compa
ny is well best placed to capture the hugely under-penetrated regional m
arket, having huge scope for readershipa
nd ad revenue expan
sion, clubbed with high economic growth
potential of the region. With high regard for its ability to identify
ne
w m
arket opportunities and to expa
nd its readership through
innovative market penetration strategies, as dem
onstrated inthe pa
st, your compa
ny has in place meticulous planning, strin-
gent controls, team creation and training, at every stage of this
project.Besides, looking into the synergy available for the product m
ixof print and non-print offers to custom
ers, the compa
ny hasm
erged into itself the radio business of Synergy M
ediaEntertainm
ent Limited, a subsidiary of your com
pany
, a
s me
n-
tioned in the Directors Report for the year under review.
RISKS, CO
NCERNS AN
D TH
REATS :
Our com
pany perceives the following aspects, during the course
of the business:
vCom
petition :The Indian newspaper industry in general and Hindi newspa
-pers industry in pa
rticular have become com
petitive. In each ofo
ur m
arket, w
e face competition from
other newspapers in cir-culation, readership and advertising.
v M
anagement's perception :
The overall growth in the economy, globally
, has opened up
mo
re potential for the com
pany and the com
petition is healthyfor the com
pany
, a
cting as a booster to achieving better resultsin the years to com
e. The impa
ct of the growth will be seen inthe advertisem
ent revenue of the compa
ny and with the stabili-ty gained from
the experience during the gloomy year of 2008-
09, the compa
ny is consolidating it's position in the chosena
rea
s of business. To
ove
r com
e the com
petition, we equip ourselves with widelyre
cognized national brand, experienced and dedicated man-
agement team
, better reader connect, expanding net work, flex-
ible liquidity and investment in product developm
ent, and con-sistent focus on up gradation of technology and all these wouldre
sult in enhancement of our capabilities to m
eet the competi-
tion effectively. Besides, we face and com
petition as our moti-
vational factor since we are continuously exploring our entry into
Managem
ent Discussion and Analysis report
INDUSTRY
OVERVIEW
:
In keeping pace
with the growth in the world econom
ies, partic-
ularly in India and emerging m
arkets, the Media Industry in India
is also poised for tremendous growth.
The Indian Media & Entertainm
ent industry grew from INR 587
billion in 2009 to INR 652 billion in 2010, registering an overallgrowth of 11
percent. Backed by positive industry sentiment and
growing media consum
ption, the industry is estimated to
achieve growth of 13 percent in 2011 to touch IN
R 738 billion.
As the industry braces for exciting times ahead, the sector is
projected to grow at a CAGR of 14 percent to reach INR 1,275billion by 2015. (Source : Frames- Report by KPMG- 2011)The M
edia industry consisting of Print and Non-Print segments
is flooded with huge growth potential and all the players in theindustry are untiringly working towards higher levels of achieve-m
ent, in term
s of volume, value and stakeholders' enhance-
me
nt."W
ith the increased spending power, brand consciousness, bet-
ter education levels and aspirations, we expect buoyant con-su
me
rism in regional m
arkets and Tier2/3 cities. These con-
sum
ers have also preferred Hindi and regional dailies over
English. The traditional monetization gap between English V/s
Hindi and other language newspapers has already narrowed
and we will see this trend continue on the back of this buoyant
ma
rket condition in Tier2/3 cities."
(Source : a quote in Frames- Report by KPMG- 2011 )
The avenues for the Non-Print front are also increasing andR
adio business is also having substantial potential for growth.
"The industry will see growth from existing licenses (through
increased inventory utilization), from new licenses in the existingcities and through the addition of new cities as a pa
rt of PhaseThree. As the new
cities being added in Phase Three are pri-m
arily sm
all towns, they are not expected to contribute a largeshare of industry growth in the m
edium term
." (Source : Frames-R
eport by KPMG
- 2011 )"In addition, in the light of the im
proved cost economies and the
expectation from
Phase Three licensing, there could be interestin the sector from
new players. These could include regionalprint players looking to leverage the radio opportunity
, a
s well as
music com
panies." (Source : Frames- Report by KPMG- 2011 )
OPERATIO
NS AT A
GLANCE :
From a hum
ble beginning with one Hindi edition from Bhopal in
1958, Dainik Bhaskar group has today em
erged as the m
ost w
idely read news paper group in the country. W
e a
re o
ne
of the leading print media com
panies in India, publishing news-
papers with 59 editions and 135 sub-editions in three languages(Hindi, Gujarati and English) in 13 states in India. W
e have a
presence in a substantial portion of North, Central and W
estern
India, especially the remarkable presence and coverage in Non-
metro region, which is a key strength and advantage over our
com
petitors.D
uring the year under review, the com
pany launched Dainik
Bhaskar in Ranchi in August 2010, in Bhatinda in Septem
ber2010, Jam
mu in O
ctober 2010, in Jamshedpur in Decem
ber2010 and in Sriganganagar
, Alw
ar, Sikar and Bhilwara in
January 2011. Further, the com
pany also launched "D B Sta
r" inJodhpur and Raipur and "Business Bhaskar" in Jaipur
.
DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 22
-
23
ne
we
r ma
rkets, suiting the potential for growth for our businessa
ven
ue
s.
v D
ependence on advertisement revenue :
We
rely substantially on advertising custom
ers for our revenue.D
uring the year ended on March, 31, 2011, w
e derived adver-tisem
ent revenue 79.50% of total revenue and during the year
ended on M
arch, 31, 2010 the same was 75.78%
.
v M
anagement's perception :
We
cam
e o
ut of the most econom
ically difficult financial year2008-09 and we have registered a growth of 22.95%
in total rev-e
nu
e by achieving turnover of Rs. 1261.64 Crores during the
year 2010-11 as compa
red to the same of Rs.1026.13 Crores
during the year 2009-10. The growth is after effect of demerger
of Radio division of Synergy Media Entertainm
ent Ltd. (SMEL)into the com
pany with effect from
1st April'10.
v N
ewsprint price fluctuation :
New
sprint forms the m
ajor raw material component for our busi-n
ess a
nd represents a significant portion of our expenses. For
the year ended March 31, 2011 and M
arch31, 2010, newsprintco
st represented 45.00% and 48.21%
respectively of our totale
xpenses. The volatility in newsprint prices is not in control ofprint m
edia businesses.
v M
anagement's perception :
The year 2008-09 had seen the peak of newsprint prices atu
nre
alistically high levels. However, these prices have declined
significantly during the year under review. Besides, the
ne
wsprint price m
ovement is consistently m
onitored by the com-
pany and prom
pt decisions on procurement planning will contin-
ue
to result in reduced consumption cost in future, as evidenced
by the compa
ny in the financial year 2011.
v Senior m
anagement team
:W
e have a team
of professionals to oversee the operations andgrowth of our business. O
ur success is substantially dependent
on
the expertise and services of our managem
ent team. The
loss of services of such managem
ent personnel or key person-n
el could have an adverse effect on our business. Further ourability to m
aintain our leadership position in the print media busi-
ne
ss depends on our ability to attract, train, motivate and retain
highly skilled personnel.
v M
anagement's perception :
The compa
ny has team of professional m
anagers comm
ensu-rate w
ith its size of operations, with dependence on no singleperson. W
e have second line m
anagement in all our depa
rt-m
ents to take over from
seniors. Further, a
s the compa
ny ise
njoying leadership position, it does not have threat of losingkey personnel, as evident from
the fact that we have not hada
ny significant turnover at senior managem
ent level. Further them
an
agement assesses all the related risks periodically and
keeps a close tab and m
onitoring of the same. This enables the
com
pany em
bark up on plans for minim
ization and mitigation,
as a
nd when required, pro-actively.
FINA
NCIALPER
FORM
ANCE :The consolidated results include incom
e from M
YFM
radio busi-n
ess
and the im
pact of the dem
erger of radio business ofSynergy M
edia Entertainment Lim
ited.
Sales and other operating Income :
It comprises newspaper sales, advertisem
ent revenue, eventm
an
agement incom
e, job work charges and scrap and wastagepaper sale. W
e registered a growth of 22.95%
by achievingturnover of Rs.1261.63. Crores during the year 2010-11 as com
-pa
red to Rs. 1026.13 Crores during the year 2009-10. Thegrowth was noted in all revenue stream
s. Advertising revenuegrew from
Rs 777.59 Crores to Rs1003.03 Crores registering anincrease of 28.99%
. The growth is after effect of demerger of
Radio division of Synergy M
edia Entertainment Ltd (SMEL) into
the compa
ny with effect from 1st April'10.
Other Incom
e:It com
prises of interest income. O
ther income decreased by
6.51% by registering incom
e of Rs16.50 Crores in the year2010-11 as com
pared to Rs17.65 Crores in 2009-10.
Raw
Material consum
ed :N
ewsprint consum
ption increased from Rs. 327.86 Crores to
Rs. 383.90 Crores during the year 2010-11 due to set up of new
units in Jharkhand, G
ujarat, Punjab, Haryana, Rajasthan, regis-tering increase of nearly 17%
. We
have maintained close m
on-itoring and control over consum
ption quantity and wastage.
Operating cost :
It mainly com
prises cost of stores and spare
s con
sum
ed, print-ing job expenses, electricity charges and plant repairs andm
aintenance etc. There is an increase in operating expenses by13.15%
due to expan
sion of business.
Employees cost :
Employees cost has been increased by 55.19%
due to set up ofva
rious new units in the state of G
ujarat, Rajasthan, Haryana,Punjab, Jharkhand and MP
. Further the increase is after effect
of demerger of Radio division of Synergy M
edia Entertainment
Ltd. (SMEL) into the company with effect from
1st April'10
Depreciation :
Depreciation in 2010-11 increased by about 60.51%
due toaddition in fixed assets
and the increase is after effect of
demerger of Radio division of Synergy M
edia Entertainment
Ltd.(SMEL) in the company with effect from
1st April'10
Financial cost :Financial cost decreased from
Rs. 32.34 Crores in 2009-10 toR
s.15.28 Crores, in 2010-11, registering a decline of 52.75%a
nd this was achieved due to repayment of loans.
Earning on Exchange fluctuation :D
uring the year 2010-11, we earned Rs. 8.72 lacs on account of
Exchange fluctuation gain as compa
red to gain of Rs.89.45 lacsin previous year
.
Profit before taxation :Profit before ta
xation increased from Rs. 304.76 Crores to Rs.
366.98 Crores registering a growth of 20.41% in the year 2010-
11 due to increase in revenue.
Taxation :Ta
x provision was increased due to increased profits of the com-
pany
.