• OPEN AN ACCOUNT
Indian Indices
Nifty
22,147.00 151.15
(0.69%)
Sensex
73,088.33 599.34
( 0.83%)
Bank Nifty
47,574.15 504.70
( 1.07%)
Nifty IT
33,368.30 -130.35
( -0.39%)
Global Indices
Nasdaq
15,282.01 -319.49
(-2.05%)
Dow Jones
37,986.40 211.02
(0.56%)
Hang Seng
16,224.14 -161.73
(-0.99%)
Nikkei 225
37,068.35 -1,011.35
(-2.66%)
Forex
USD-INR
83.55 -0.08
(-0.10%)
EUR-INR
89.09 0.07
(0.08%)
GBP-INR
104.07 -0.04
(-0.04%)
JPY-INR
0.54 0.00
(-0.04%)

EQUITY - MARKET SCREENER

D B Corp Ltd
Industry :  Entertainment / Electronic Media Software
BSE Code
ISIN Demat
Book Value()
533151
INE950I01011
113.3847565
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
DBCORP
14.57
4993.71
EPS(TTM)
Face Value()
Div & Yield %
19.25
10
2.14
 

As on: Apr 21, 2024 02:40 PM

To

The Members,

The Board of Directors of your Company i.e. D. B. Corp Limited (the ‘Company' / ‘DBCL') takes great pleasure in presenting to you the 27th Annual Report along with the Audited Standalone and Consolidated Financial Statements (‘Audited Financial Statements') for the Financial Year ended March 31, 2023.

While other major economies around the world faced a tough year, the Indian Economy, especially the non-metro centres, showed great resilience in FY 2022-23. GST Collections in Tier-II and beyond cities have increased by ~15-25% underscoring the strong potential of these markets. Advertisers continue to repose their trust in Print Media, especially in these markets, with new age advertisers also seeing tremendous value in using hyperlocal ad campaigns.

Our readers are the central focus of all our teams and we continue to innovate our content and improve our omni-channel platform for delivering truthful, crisp and pertinent content to our loyal reader base. With our strong financial position, we are well-placed to continue the growth trajectory and deliver robust returns to all our stakeholders.

FINANCIAL PERFORMANCE

The Audited Financial Statements for the Financial Year 2022-23 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the ‘Act') read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

The financial performance of the Company for the year ended March 31, 2023 on a Standalone and Consolidated basis is summarised below:

(` in million)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 21,277.14 17,685.42 21,292.17 17,685.42
Other Income 389.69 198.37 390.29 199.98
Total Revenue 21,666.83 17,883.79 21,682.46 17,885.40
Operating Expenditure 18,065.70 14,657.25 18,070.97 14,657.38
EBITDA 3,601.13 3,226.54 3,611.49 3,228.02
EBITDA Margin 17% 18% 17% 18%
Finance Cost 212.72 181.84 212.75 181.85
Depreciation and Amortisation 1,120.11 1,099.55 1,120.20 1,099.64
Total Expenditure 19,398.53 15,938.64 19,403.92 15,938.87
Profit Before Tax 2,268.30 1,945.15 2,278.54 1,946.53
Provision for Tax 587.55 520.74 587.69 520.94
Profit After Tax (PAT) 1,680.75 1,424.41 1,690.85 1,425.59
PAT Margin 8% 8% 8% 8%
Dividend as % of face value per share 60% 50% 60% 50%

REVIEW OF PERFORMANCE, OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK

As per FICCI E&Y Media & Entertainment (‘M&E') Sector Report released in April 2023, Year 2022 has been a great year for the M&E Sector with 20% growth over previous year. Print Media revenues grew by 10% overall, with advertising revenues growing at 13%. Overall ad insertion volumes increased 16% over Year 2021. However, advertising revenues were still 17% below the pre-covid levels.

Advertising in English publications recovered to 71% of pre-covid levels while advertising in Hindi and regional language publications recovered to around 90%. (Source: FICCI E&Y Media & Entertainment Sector Report, April 2023)

For your Company, the ad revenue grew by whopping 27% year on year. As compared to the print industry advertising growth of 13%, the higher (more than double) growth of Company's ad revenue is the reflection of relentless working of the most energetic team and buoyant market trend in Tier-II and Tier-III cities. While the Hindi and regional language publications recovered to around 90% of their pre-covid levels, the Company reached 97% of its pre-covid ad revenue. The 27% growth was despite the fact of muted advertisement by automobile sector which remained at just 51% of its pre-covid level. For the Company, it was 13% of its total advertisement revenue in FY 2019-20, which in the current year was at only 7% of the total. The retail advertising grew by 29% whereas the corporate advertising grew at 21%, lower mainly on account of muted advertisement by automobile sector.

Growth in retail was mainly driven by categories like Education (63%), Real Estate (34%), Healthcare (15%), Lifestyle (44%) and Jewellery (67%). In corporate, Electronics and Electricals (53%), Education (13%), Jewellery (34%), Lifestyle (95%), Healthcare (47%) were the top performing categories.

This year saw increase of interest and trust of advertisers in traditional media like print. The growth in Educational category was phenomenal given the fact of postponed time schedules of various education courses, exams and results. While for Education, Lifestyle, Electronics and FMCG categories it was resuming of advertisement closer to its pre-covid level, for Real Estate, Healthcare, Jewellery and Banking and Finance it was a double digit growth over even 2019-20 level.

As per the Audit Bureau of Circulation Survey for Jul-Dec 2022 (‘ABC Survey'), Dainik Bhaskar Group continues to be the largest circulated Newspaper Group in India and Dainik Bhaskar continues to be the largest circulated Newspaper in India with a very wide gap with 2nd number player. This performance and leadership position can be attributed to our editorial excellence delivered to our readers through an omni-channel presence. Dainik Bhaskar's editorial strategies and dominant position in Tier-II and beyond cities has resulted in strong growth of advertising revenues across the board.

Print media has once again demonstrated that it is the most trusted source of news, a trend that is underscored by the strong growth in advertising revenues in the print media, while other traditional media is reporting a slowing down. Print in general and Dainik Bhaskar in particular, retain their well-respected and credible brand equity. This momentum on both the advertising and circulation fronts have helped the Company deliver strong results. On the advertising front, traditional advertisers such as Real Estate, Education, White Goods, Jewellery, etc. continue to use print as their preferred medium. Advertisers from the BFSI sector have also seen growth and the auto segment is starting to see some movement. Government advertising looks promising.

New age digital sectors continue to see value in the Print media and digital, app-based companies and start-ups have increased their advertising spends.

On the circulation front, our focus on ‘extending our leadership by increasing our readership' has yielded robust results. Our circulation strategy has enabled us to extend our lead as India's number one newspaper and newspaper group. Our teams continue to deepen our market presence and increase our circulation by taking several initiatives with trade partners as well as readers. Dainik Bhaskar is known for technology-driven circulation. Almost 90% of the activities are online and transparent. All these initiatives have helped us regain 85% to 90% of the pre-covid copies.

Newsprint price continued its downward trend in Q4 FY 2022-23 aiding margins and is likely to bring higher benefits in the coming quarters. Some of our long-lasting cost optimisation measures coupled with our circulation strategy and robust growth in advertising revenues have translated into strong operating results.

For the past three years, the Digital Business has been a key focus area and an important pillar for future growth of our business and this focus has been translated into strong gains. Our ability to innovate clearly puts us ahead of the competition and with a highly personalised product experience which includes text, graphics and videos, ours is the only News App which has consistently grown in the last 3 years and has been able to maintain its direct active user base. It has registered a tremendous growth from 2 million in January, 2020 to more than 14 million in March, 2023. This has propelled Dainik Bhaskar to extend its leadership as the dominant digital leader with the #1 Hindi and Gujarati News Apps, with the competition either staying flat or declining in its user base. With our dominance already established in the print format and now in the digital format, we are undoubtedly the #1 Phygital Indian Language Newspaper in the country.

Our three-dimensional approach towards user retention and engagement viz. high quality content, unparalleled user experience and strong technology backbone is one of the driving forces of our performance. For over 3 years now, Dainik Bhaskar has continued its focus on building the best-in-class, ad-free user experience on its digital app while maintaining high quality, insightful and engaging content for its readers. Our teams continue to work on major and minor improvements to help deliver the crisp content curated by our editorial teams and ensure that our users get hyperlocal news from all towns, cities and states in our markets. We have also worked on increasing the visual aspect of the news for further engagement.

Coming to the Radio division, during the FY 2022-23, the revenues grew by 19% YoY to ` 1,331 million. Volume growth gained momentum across sectors such as Real Estate, FMCG, Banking, State Government and Lifestyle.

MY FM continues to focus on optimistic engagement with listeners through innovative content creation leading to strong audience-connect and listeners' engagement activities. MY FM network continues to maintain leadership position in key markets such as Chandigarh, Haryana, Punjab, Rajasthan, Madhya Pradesh, Maharashtra and Chhattisgarh and being the leading radio network, provides an extensive platform for advertisers to increase their consumer base and visibility in the market.

OPERATIONAL HIGHLIGHTS

Advertising Revenue

Advertising Revenue stands at ` 14,827 million for FY 2022-23 as compared to ` 11,827 million for FY 2021-22.

Circulation Revenue

Circulation Revenue stands at ` 4,627 million for FY 2022-23 as compared to ` 4,558 million for FY 2021-22.

Income from Operations

On a consolidated financial basis, DBCL's total revenue stands at ` 21,682 million for FY 2022-23 as compared to ` 17,885 million for FY 2021-22.

Raw Material consumed

The cost of newsprint consumption increased by 54% YoY to ` 8,511 million for FY 2022-23 as compared to ` 5,533 million for FY 2021-22. This increase in cost was majorly on account of global and domestic increase of newsprint prices.

Employee Cost

At a consolidated level, the employee cost increased by 3% YoY to ` 3,874 million for FY 2022-23 as compared to ` 3,751 million for FY 2021-22.

Other Expenses

Other operating expenses increased by 6% YoY to ` 5,686 million for FY 2022-23 as compared to ` 5,374 million for FY 2021-22.

EBITDA

EBITDA grew by 12% to ` 3,611 million in FY 2022-23 from ` 3,228 million in FY 2021-22.

Depreciation

Depreciation and amortization expenses increased by 2% to ` 1,120 million during FY 2022-23 from ` 1,100 million during FY 2021-22.

Finance Cost

Finance Cost increased by 17% YoY to ` 213 million in FY 2022-23 from ` 182 million in FY 2021-22.

Profit After Tax (PAT)

The Operational PAT stood at ` 1,691 million during FY 2022-23 as compared to ` 1,426 million during FY 2021-22.

FUTURE OUTLOOK

Ad sales

The Indian Economy is currently experiencing a positive atmosphere with various sectors showing signs of growth. This optimistic outlook is also reflected in the increased advertisement spends across different sectors. Dainik Bhaskar, a prominent publication in Tier II and Tier III cities of central and north India, serves as an influential platform for reaching out to these emerging markets. As these continue to grow at a faster pace compared to metros and Tier I cities, there are high expectations for a successful year in terms of advertisement opportunities.

Sectors like Education, Lifestyle, Electronics and FMCG are yet to reach their pre-covid level print advertisement spends. Further, there are signs of comeback by automobile sector with supply status improving and given the 49% gap from its pre-covid level, there is much to come from automobile. We are optimistic for a similar rocking performance in FY 2023-24.

Digital

The Company continues to invest in digital business with a focused digital strategy of increasing the App Daily Active Users. Dainik Bhaskar has invested consistently in delivering high quality, premium journalism to its readers and users in multiple formats including rich text, visual graphics and short videos. Our News App has been designed to make mobile-native vertical video news with a large content library of real time videos across multiple categories that is renewed daily. This has been well received and has seen strong traction as readers appreciate the premium, hyperlocal content being delivered to their handheld devices. We continue to be focused on ‘high quality journalism worth paying for'.

Dainik Bhaskar has built a strong technology team from some of India's leading companies with Consumer Product and Technology backgrounds under the able guidance of Mr. Mark Thompson, the ex-CEO of the New York Times who has been onboarded on our advisory board exclusively since 2021.

To enhance user experience and cater to a diverse range of users, Dainik Bhaskar is making significant investments in technology. By leveraging advanced technological capabilities the newspaper aims to deliver a personalized news experience that aligns with the preferences and characteristics of individual users.

Dainik Bhaskar strives to maximize user engagement, foster long-term retention and cultivate loyalty among its readers. In addition to delivering quality journalism the publication places emphasis on providing a seamless and enjoyable user experience ultimately leading to increased willingness among users to subscribe and support their content.

ComScore data indicates that online news had a reach of 473 million in 2022 as compared to 538 million smartphones in India. By 2025, we expect this reach to grow to over 550 million.

A majority of this news consumption is now in vernacular languages and we believe vernacular news portals will see increased penetration with the proposed launch of the low-cost smartphones by telcos.

Online subscription models for digital products have become prolific since 2021 and should keep seeing increased interest over the next few years to generate ` 2.4 billion by 2025, or ` 5 billion if bundled aggressively.

Radio

MY FM continues to connect with audience and augment listener's engagement activities through innovative content creation. Our radio network continues to maintain leadership position in key markets such as Chandigarh, Haryana, Punjab, Rajasthan, Madhya Pradesh, Maharashtra and Chhattisgarh. Being the leading radio network enables us to provide an extensive platform for advertisers to increase their consumer base and visibility in the market. This has played out well in FY 2022-23 with a 19% increase in advertising revenues from the previous year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the Financial Year i.e. March 31, 2023 and the date of this report.

DIVIDEND

The Company declared dividend as under:

Financial Year 2022-23
Particulars Dividend per share (in `) Dividend payout (in ` million)
Interim Dividend 3.00* (30% of face value) 531.37 (gross)@
Second Interim Dividend 3.00* (30% of face value) 533.95 (gross)@

*Declared by the Board of Directors at its meeting held on July 28, 2022 and May 19, 2023 and the dividend was credited to the shareholders on August 23, 2022 and June 13, 2023, respectively.

@Subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders.

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

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2022-23 in the Profit and Loss account as at March 31, 2023.

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2023 was ` 1,779.75 million comprising 17,79,74,832 equity shares of ` 10/- each. During the year under review, the Company has allotted 1,56,691 equity shares of ` 10/- each under D. B. Corp Limited – Employees Stock Option Scheme – 2011 and 7,60,928 equity shares of ` 10/- each under D. B. Corp Limited – Employees Stock Option Scheme – 2021. The Company has paid Listing Fees for the Financial Year 2023-24 to each of the Stock Exchanges where its equity shares are listed.

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

As on March 31, 2023, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

EMPLOYEES' STOCK OPTION SCHEMES

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives and promoting increased participation by them in the growth of the Company.

Considering the value addition to the growth of the Company by employees through their past performance, the Company formulated and administered DBCL ESOS - 2008 Scheme and DBCL ESOS - 2010 Scheme in the past which have concluded by passage of time. Presently, the DBCL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme are in vogue under which options are granted in various tranches to reward the employees and motivate them for future growth and profitability.

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

DBCL ESOS - 2021 Scheme during the Financial Year under consideration.

During the Financial Year 2022-23, the Committee has granted 23,919 stock options in aggregate under the DBCL ESOS - 2011 Scheme under Tranche 15 and Tranche 16. No employee has been issued stock options during the year equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

The disclosure in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEBSE Regulations') is annexed herewith as ‘Annexure A' and forms part of the Board's Report. The same is also hosted on the Company's website at www.dbcorpltd.com/Investors.php.

A Certificate from the Secretarial Auditors viz. Makarand M. Joshi & Co., Company Secretaries has been obtained by the Company certifying that the Employees Stock Option Schemes in vogue have been implemented in accordance with the SEBI SBEBSE Regulations and the respective special resolution passed by the Members. The said certificates will be open for inspection at the ensuing Annual General Meeting of the Company and are also annexed herewith as ‘Annexure B1 and B2' and forms part of the Board's Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on the date of this report viz. DB Infomedia Private Limited and I Media Corp Limited (step-down subsidiary). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the ‘Act').

The Company has prepared Consolidated Financial Statements of the Company and of both the subsidiaries viz. DB Infomedia Private Limited and I Media Corp Limited in the form and manner as that of its own, duly audited by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., the Joint Statutory Auditors in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (hereinafter referred to as the ‘SEBI Listing Regulations').

The Consolidated Financial Statements for the Financial Year 2022-23 form a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its Financial Statements under Section 129(2) of the Act and the same are available on the website of the Company and can be accessed at the web-link: https://www.dbcorpltd.com/ annual-reports.php

Further, pursuant to the provisions of Section 136 of the Act the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of subsidiaries are available on the website of the Company at https://dbcorpltd.com/ under the tab ‘Reports & Financials'.

The Company does not have any material subsidiary in the immediately preceding Financial Year. However, your Company has formulated a ‘Policy for determining Material Subsidiaries' as defined under Regulation 16 of the SEBI Listing Regulations. This Policy has been hosted on the website of the Company and can be accessed at the web link: https://www.dbcorpltd.com/Investors.php.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Company's subsidiaries in Form AOC-1 is attached to the Consolidated Financial Statements of the Company which forms a part of this Annual Report, which may be read in tandem with this Report.

DB Infomedia Private Limited (‘DBIPL')

During the FY 2022-23, DBIPL achieved total income of ` 151.10 Lakh. Net Profit for the FY 2022-23 was ` 82.05 Lakh as against Loss of ` 18.30 Lakh for FY 2021-22.

I Media Corp Limited (‘IMCL')

During the FY 2022-23, IMCL earned total income of ` 6.05 Lakh as compared to ` 18.12 Lakh of FY 2021-22. Net Profit for FY 2022-23 was ` 4.00 Lakh as against ` 15.18 Lakh of FY 2021-22.

CHANGE IN NATURE OF BUSINESS

There has been no material change in the nature of business and operations of the Company during the year under review.

CREDIT RATING

The Company has obtained Credit Rating for its bank facilities from CARE Ratings Limited which is determined on the basis of recent developments including operational and financial performance of the Company. CARE Ratings Limited has the right to undertake surveillance / review of the rating from time to time based on circumstances warranting such review subject to at least one such surveillance / review every year.

On August 9, 2022, CARE Ratings Limited has reaffirmed the ratings assigned earlier in December 2021 viz. ‘CARE AA+; Stable (Double A Plus; Outlook: Stable)' for Fund Based Long term Bank Facilities and ‘CARE AA+; Stable/CARE A1+ (Double A Plus; Outlook: Stable / A One Plus)' for Non-Fund Based Long term / Short term Bank Facilities.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans and guarantees given or security provided or acquisition of securities of wholly-owned subsidiary/ies of the Company made in terms of Section 186 of the Companies Act, 2013 have been given separately in the Financial Statements of the Company under Note 7 and Note 35(e) of the Standalone Financial Statements which may be read in tandem with this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year under review were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no materially significant Related Party Transactions executed by the Company during the year that required Members' approval under Regulation 23 of the SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to the Company for the Financial Year 2022-23.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior ‘Omnibus Approval' of the Audit Committee was obtained for the transactions which were repetitive in nature.

In accordance with the Companies Act, 2013 and SEBI Listing Regulations the Company has formulated a ‘Policy for dealing with Related Party Transactions' which is also available on the Company's website at https://www.dbcorpltd.com/Investors.php.

Further details on the transactions with Related Parties are provided in the accompanying Financial Statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

_ Appointment / Re-appointment of Directors:

Appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director:

Initially, Ms. Paulomi Dhawan was appointed as an Additional Director on the Board of the Company with effect from July 28, 2022 up to the date of 26th Annual General Meeting of the Company held on September 20, 2022.

Subsequently, Ms. Paulomi Dhawan was appointed as an Independent Director on the Board of the Company with effect from July 28, 2022 for a term of two years vide a Special Resolution passed by the Members of the Company at the 26th Annual General Meeting held on September 20, 2022.

Re-appointment of Mr. Pawan Agarwal (DIN: 00465092) as the Deputy Managing Director:

Mr. Pawan Agarwal was re-appointed as the Deputy Managing Director of the Company for a term of five years commencing from July 31, 2023 to July 30, 2028 by passing a Special Resolution at the 26th Annual General Meeting held on September 20, 2022.

Re-appointment of Mr. Santosh Desai (DIN: 01237902) and Ms. Paulomi Dhawan (DIN: 01574580) as Independent Directors for a second consecutive term of 5 (five) years on the Board of the Company:

The Nomination and Remuneration Committee, on the basis of performance evaluation of Independent Directors and taking into account the business knowledge, experience and the substantial contribution made by Mr. Santosh Desai and Ms. Paulomi Dhawan during their first term, has recommended to the Board that the continued association of Mr. Santosh Desai and Ms. Paulomi Dhawan as Independent Directors of the Company would be beneficial to the Company. Based on the above and the performance evaluation of Independent Directors the Board recommends to the Members the re-appointment of:

• Mr. Santosh Desai as an Independent Director of the Company to hold office for a second consecutive term of 5 (five) years on the Board of the Company commencing from October 21, 2023 to October 20, 2028.

• Ms. Paulomi Dhawan as an Independent Director of the Company to hold office for a second consecutive term of 5 (five) years on the Board of the Company commencing from July 28, 2024 to July 27, 2029.

The Company has received the requisite Notices from Members in writing proposing their re-appointment as Independent Directors for a second consecutive term.

Agenda items for their re-appointment are being placed at the ensuing AGM for Members' approval. The details of the Directors being re-appointed are set out in the Notice convening the ensuing AGM. The Board recommends re-appointment of the two Independent Directors for the approval by the Members of the Company.

_ Retirement by rotation:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Girish Agarwal (DIN: 00051375), Non-Executive Non-Independent Director retires by rotation at the ensuing AGM and being eligible offers himself for reappointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

A detailed profile of Mr. Girish Agarwal along with additional information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) is provided separately by way of an Annexure to the Notice of the AGM. The Board recommends re-appointment of Mr. Girish Agarwal for approval by the Members of the Company.

_ Resignation of Independent Director(s):

During the year under review, none of the Independent Directors of the Company had resigned before the expiry of his / her respective tenure(s).

_ Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed / continuing as Directors in terms of Section 164 (1) and (2) of the Companies Act, 2013.

_ Declaration by Independent Directors:

All the Independent Directors of the Company have given their respective declarations / disclosures under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfil the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, the Board after taking these declarations / disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are independent of the management of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)

Rules, 2014, as amended up to date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (‘IICA') and the said registration is renewed and active. All the Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

_ Key Managerial Personnel:

Mr. P. G. Mishra, Group Chief Financial Officer retired from the services of the Company upon attaining the age of superannuation with effect from close of business hours on March 31, 2023. The Board noted the same and placed on record its sincere appreciation for the valuable contribution made by Mr. P. G. Mishra during his long tenure as the Group Chief Financial Officer.

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company at its Meeting held on March 28, 2023 appointed Mr. Lalit Jain as the Chief Financial Officer of the Company with effect from April 1, 2023.

Pursuant to Section 203 of the Act with effect from April 1, 2023, the Key Managerial Personnel of the Company are as under:

Mr. Sudhir Agarwal - Managing Director
Mr. Pawan Agarwal - Deputy Managing Director
Mr. Lalit Jain - Chief Financial Officer
Ms. Anita Gokhale - Company Secretary and Compliance Officer

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of the requirements of Regulation 25 of the SEBI Listing Regulations, the details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. are available on the website of the Company and can be accessed at the web link: https://www.dbcorpltd.com/Investors.php.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual directors. The criteria for the performance evaluation are set out in the Corporate Governance Report forming part of this Annual Report.

A formal performance evaluation was carried out where the Board made an annual evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its various committees for the Financial Year 2022-23 on the basis of a structured questionnaire on performance criteria.

The outcome of the Board Evaluation for the Financial Year 2022-23 was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings held in May 2023. Qualitative comments and suggestions of directors were taken into consideration by the Committee and Board members. The Directors have expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD OF DIRECTORS

Five Board Meetings were held during the year under review and the gap between any two Board Meetings was not more than 120 days in conformity with the requirements of SEBI Listing Regulations, Secretarial Standards on Meetings of the Board of Directors (SS-1) and that of the Companies Act, 2013 and the Rules framed thereunder.

Detailed information on the Meetings of the Board, its Committees and the Annual General Meeting is included in the Report on Corporate Governance which may be taken as forming a part of this Report.

COMMITTEES OF THE BOARD

As on March 31, 2023 the Board has seven committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Compensation Committee, Risk Management Committee and Executive Committee.

During the year all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report which may be taken as forming a part of this Report.

AWARDS AND ACCOLADES

Your Company has won a Silver at WAN IFRA Print Innovation Awards 2022 in Product Innovation category for Front Jacket on Guzzi Silk fabric using digital printing. At IAA Olive Crown Awards 2023 the Company bagged a Silver for ‘Save Birds' Campaign in Press Corporate category. My FM has bagged

4 Gold Mikes Awards 2022 under various categories and also an AFAQS Marketers Excellence Award for Best Print Ad Campaign.

STATUTORY AUDITORS AND AUDITORS' REPORT

In terms of Section 139 of the Companies Act, 2013 (‘the Act') read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company at 26th Annual General Meeting (AGM) held on September 20, 2022 had approved the re-appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) and M/s. Gupta Mittal & Co. (Firm Registration No. 009973C) as the Joint Statutory Auditors of the Company for a period of 5 (five) years until the conclusion of the 31st AGM of the Company to be held in the calendar year 2027.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditor's Report given by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors on the Financial Statements of the Company for the Financial Year 2022-23 forms part of this Annual Report. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT

Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Company, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2023.

The Secretarial Audit Report given by the Secretarial Auditors in the prescribed form MR-3 is annexed herewith as ‘Annexure C' and forms part of the Board's Report.

Secretarial Auditors' observation(s) in Secretarial Audit Report and Board's explanation thereto:

• In few instances the entries in system driven disclosure were made in delay.

Explanation: Due to de-centralised Human Resource function in the Company there have been delays in updation of HR software in respect of a few new recruitments or separations in the Company as a result of which entries in System Driven Disclosures are delayed. However, the Company has updated details of designated persons with the designated depository in reasonable time.

Secretarial Compliance Report:

In terms of Regulation 24A(2) of the SEBI Listing Regulations every listed entity has to submit a Secretarial Compliance Report in such form as specified to Stock Exchanges within sixty days from end of each Financial Year.

The said Secretarial Compliance Report for Financial Year 2022-23 has been submitted by the Company to the Stock Exchanges within the prescribed time limit.

The said Secretarial Compliance Report contains a qualification (‘In few instances the entries in system driven disclosure were made in delay') which is the same as mentioned under the paragraph titled ‘Secretarial Audit Report' above. The same has been addressed to in detail with Board's explanation thereon under the paragraph titled ‘Secretarial Audit Report' above.

COST ACCOUNTS AND COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended up to date, the cost accounting records maintained by the Company in respect of its Radio business are required to be audited by a Cost Auditor.

On the recommendation of the Audit Committee the Board of Directors has appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as Cost Auditor for the FY 2023-24 at a remuneration of ` 30,000/- p.a. plus applicable taxes and out-of-pocket expenses at actuals. As mandated under the Act the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. K. G. Goyal & Associates for FY 2023-24 is included in the Notice convening the ensuing AGM.

The Company has received written consent from the Cost Auditor that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the FY 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud committed in the Company by its officers or employees that the Joint Statutory Auditors, Cost Auditor and Secretarial Auditor have to report to the Audit Committee or the Board of Directors of the Company as mandated under Section 143(12) of the Companies Act, 2013.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Sections 124 and 125 of the Companies Act, 2013 (‘the Act') read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the year under review, the Company has transferred an amount of ` 1,81,760/- being the unclaimed / unpaid dividend of the Company in respect of the Final Dividend FY 2014-15 and the Interim Dividend FY 2015-16 to the Investor Education and Protection Fund (‘IEPF'). Further, 1,331 equity shares, in respect of which dividend has not been claimed by the Members for seven consecutive years or more, are also transferred to IEPF. The due dates for transfer of unpaid / unclaimed dividend to IEPF in respect of various dividend accounts of the Company are mentioned in the Report on Corporate Governance forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

The Income Tax Department had carried out a search operation at the Company's various business premises under Section 132 of the Income-tax Act, 1961 in July, 2021. The Company had made the necessary disclosures to the stock exchanges in this regard on July 23, 2021 in accordance with Regulation 30 of the SEBI (LODR) Regulations, 2015 (as amended).

Thereafter, the Company has received notices under Section 148 and/or Section 142(1) / 143(2) of the Income Tax Act, 1961 for the assessment years 2018-19 to 2022-23 for which the Company has responded. During the year ended March 31, 2023 the Company has received orders for three assessment years (2018-19, 2020-21 and 2021-22) for which the Company has filed the response / appeal. Management is of a view that this will not likely to have any material impact on the Company's financial position as at March 31, 2023 and the performance for the year ended on that date as per the standalone financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a socially responsible corporate citizen the Company has been persistently exploring novel opportunities and possibilities in the form of sustainable programs or projects for its CSR activities in order to create larger social impact and positive changes in the lives of community.

The Company through various CSR initiatives and programmes continues to invest in addressing the most persistent needs of the community. All CSR interventions are conceived and implemented through a focussed approach towards target beneficiaries for generating maximum impact. Operating in the field of newspaper publication, the Company actively carried out mass movements through its editorial and on-ground campaigns on various social issues like ‘Mission Shiksha', ‘Dene Ka Sukh', etc.

The Company's focus areas are concentrated on increasing access to health, education, environment sustainability, betterment of under-privileged people, nature conservation, national heritage, etc. The Annual Report on the CSR activities in prescribed format is annexed herewith as ‘Annexure D' and forms part of the Board's Report.

During the Financial Year 2022-23, the Company has undertaken the CSR initiatives in the fields of animal welfare, eradicating hunger, poverty and malnutrition, promoting education, promoting preventive health care, protection of flora and fauna and protection of national heritage thereby helping in the upliftment of the underprivileged and disadvantaged sections of the society and focus on social issues. All the CSR activities are aligned to the requirements of Section 135 of the Companies Act, 2013 and the Company is in compliance with the statutory requirements in this regard.

The CSR Policy is also hosted on the Company's website and may be accessed at the link: https://www.dbcorpltd.com/csr. php.

PUBLIC DEPOSITS

During the Financial Year under review, your Company has not accepted or invited any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules made thereunder and as such, there is no question of any amount being outstanding on account of principal or interest on deposits from the public as on the date of the Balance Sheet.

LOAN FROM DIRECTOR OR DIRECTOR'S RELATIVES

During the year under review, the Company has not taken any loan from the Directors or their relatives.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 read with Schedule V to the SEBI Listing Regulations, every Listed Company is required to prepare the Management Discussion and Analysis Report as a part of Board's Report or as an addition thereto.

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

REPORT ON CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return as on March 31, 2023 in Form No. MGT-7 is available on the Company's website at https://www.dbcorpltd.com/annual-reports.php.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

A detailed section on the Company's internal financial controls with reference to Financial Statements and its adequacy is a part of the Management Discussion and Analysis Report which may be taken as forming a part of Board's Report.

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

The Company is committed to providing a safe and conducive work environment to all of its employees. In line with this it has in place a policy for prevention of sexual harassment at the workplace as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. Further, the Policy also gives shelter to trainees and retainers. In line with the requirements of the said Act, an Internal Complaints Committee (‘ICC') has been set up to redress the complaints received regarding sexual harassment at workplace.

During the Financial Year 2022-23, no case was referred to the ICC.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Integrity and ethics have been the bedrock of all the corporate operations of the Company. The Company is committed to conducting its business in accordance with the highest standards of professionalism, honesty and ethical behaviour and has the best systems in place to nurture a similar working culture. This initiative was taken to encourage Employees, Circulation/Advertisement Agents and Suppliers/Vendors to report irregularities in operations besides complying with the statutory requirements under the Companies Act, 2013 and the SEBI Listing Regulations. Any DBCL Employees, Circulation/Advertisement Agents and Suppliers/Vendors can raise his/her concern/complaint on the dedicated phone numbers, or through email or post. These phone numbers are operational all 365 days. These reporting channels can be accessed in Hindi, English, Marathi and Gujarati.

An Internal Ethics Committee has been established to operate this policy under the supervision of the Audit Committee. All the concerns/complaints are categorised and prioritised based on their nature and corrective or disciplinary actions are taken based on the seriousness of the issue/findings. If the whistle blower is not satisfied with the actions taken the mechanism also has an Escalation Protocol in place. Through this process the mechanism considers and extends complete protection to the whistle blower.

The Whistle Blower Policy has been appropriately communicated within the Company and is available on the website of the Company at https://www.dbcorpltd.com/Investors.php.

RISK MANAGEMENT POLICY

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks in the internal and external environment along with minimising the impact of risks.

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

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

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

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

The remuneration paid to the Directors, KMPs and senior management is in accordance with the policy on Nomination and Remuneration of Directors, KMPs and other employees laid down by the said NRC. The salient features of the Company's policy on Nomination and Remuneration of Directors, KMPs and other employees are given in the Corporate Governance Report which may be taken as forming a part of Board's Report. The said policy is also available on the website of the Company at https://www.dbcorpltd.com/Investors.php.

HUMAN RESOURCES

A detailed section on the Company's Human Resource Development is a part of the Management Discussion and Analysis Report which may be taken as forming a part of Board's Report.

PARTICULARS OF REMUNERATION TO EMPLOYEES

A statement containing names of top ten employees of the Company in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 w.r.t. the remuneration drawn and the particulars of employees is annexed herewith as ‘Annexure E' and forms part of the Board's Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

Conservation of Energy:

1. Steps taken or impact on conservation of energy: and

2. Steps taken by the Company for utilising alternate sources of energy:
a) Investment of ` 19.31 million was done for installation of Solar PV plant in FY 2022-23 at the locations mentioned hereunder:
i. Muzaffarpur (` 4 million)
ii. Hissar (` 3 million)
iii. Rewari (` 3 million)
iv. Sikar (` 4.3 million)
v. Bharatpur (` 3.01 million)
vi. Bhilwara (` 2 million)

b) In FY 2022-23 total solar PV plant capacity of 470 kWp was added at above mentioned locations.

c) Total solar generation at all locations was 24,18,453 kWh (units) in FY 2022-23.

d) Savings of ` 17.40 million at all locations was achieved by solar energy generation. Location wise generation and savings are as follows:

Location Units Generated kWh Savings (in ` million)
Jaipur 6,83,830 4.93
Ahmedabad 3,39,307 2.40
Jodhpur 2,98,410 2.21
Kota 1,34,917 1.00
Udaipur 2,08,823 1.58
Ajmer 79,569 0.62
Baroda 1,01,511 0.70
Hamira 88,621 0.66
Rajkot 1,27,410 0.86
Panipat 1,64,532 1.09
Bilaspur 61,048 0.50
Muzaffarpur 29,186 0.11
Hisar 22,850 0.15
Rewari 17,927 0.12
Sikar 25,030 0.19
Bharatpur 23,425 0.18
Bhilwara 12,057 0.10
Total 24,18,453 17.40

3. Capital investment on energy conservation equipment: Nil

Technology Absorption:

1. Efforts made towards technology absorption and

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

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

4. Expenditure on Research and Development: Nil

Foreign Exchange Earnings and Outgo:

Your Company earned Foreign Exchange of ` 69.39 million (Previous Year ` 69.31 million). The financial expenses in foreign exchange during the year was ` 8.10 million (Previous Year ` 4.14 million) and on account of advertisement, travelling, maintenance and other expenses was ` 90.25 million (Previous Year ` 72.44 million).

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2022-23, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively as notified by the Institute of Company Secretaries of India, New Delhi.

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 March 31, 2023 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended as on that date;

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

4. that the directors had prepared the annual accounts for the Financial Year ended March 31, 2023 on a ‘going concern' basis;

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

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

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 27th Annual General Meeting of the Company including the Annual Report for FY 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

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

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

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

• Issue of Sweat Equity shares.

• Buy Back of shares.

The equity shares of the Company were not suspended from trading during the year.

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

OTHER DISCLOSURES

Disclosure pertaining to ‘Insolvency & Bankruptcy Code (‘IBC')': No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 (‘IBC') was made against the Company during FY 2022-23. The Company has filed 2 petitions with National Company Law Tribunal (NCLT) under IBC during FY 2021-22 for recovery of outstanding loans from its customers being Corporate Debtors. The proceedings with respect to the said 2 petitions are pending before the respective jurisdictional NCLT and NCLAT as on March 31, 2023.

Disclosure on ‘One-time Settlement': The Company has not taken any long-term loan from Banks or Financial Institutions. Hence, the disclosure in respect of ‘the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof' is not applicable.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

The Board of Directors express its appreciation for the sincere cooperation and assistance of the Government Authorities, Bankers, Customers, Suppliers and Business Associates. The Board conveys its deep gratitude and appreciation to all the employees of the Company for their tremendous efforts as well as their exemplary dedication and contribution to the Company's performance. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Members.

For and on behalf of the Board of Directors of
D. B. Corp Limited
Sd/- Sd/-
Sudhir Agarwal Pawan Agarwal
Managing Director Deputy Managing Director
DIN: 00051407 DIN: 00465092
Place: Bhopal Place: Noida
Date: July 20, 2023 Date: July 20, 2023
Encl.: Annexure A to E