MIRA INFORM REPORT

Report Date :

18.07.2011

IDENTIFICATION DETAILS

Name :	DB CORP LIMITED
Registered Office :	Plot No. 280, Sarkhej Gandhi Nagar Highway, Near YMCA Club, Makarba, Ahmedabad – 380 051, Gujarat
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	27.10.1995
Com. Reg. No.:	04-47208
CIN No.: [Company Identification No.]	L22210GJ1995PLC047208
Capital Investment / Paid-up Capital :	Rs.1832.842 Millions
TAN No.: [Tax Deduction & Collection Account No.]	RKTD01424D / PTLD12325F
PAN No.: [Permanent Account No.]	AACCM5772G
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	Publishers of Newspaper, Periodicals, Magazines, Pamphlets, Journals, etc.
No. of Employees :	Information Not Divulged by the Management

RATING & COMMENTS

MIRA’s Rating :

A (66)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 34000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is engaged in printing and publications of newspapers. It is an established company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INFORMATION DENIED BY

Name :	Mr. Ventakatraman
Designation :	Company Secretary
Date :	15.07.2011

LOCATIONS

Registered Office / Printing Press :	Plot No. 280, Sarkhej Gandhi Nagar Highway, Near YMCA Club, Makarba, Ahmedabad – 380 051, Gujarat, India
Tel No.:	91-79-39888850
Fax No.:	91-79-39814001
E-Mail :	csbpl2008@yahoo.co.in
Website :	http://www.bhaskar.com
Area :	3 Acre + Printing Press (Owned)
Head Office :	Dwarka Sadan, 6, Press Complex, M.P. Nagar, Bhopal-462011, Madhya Pradesh, India
Tel No.:	91-755-3913292/ 3988884
Fax No.:	91-755-2552080
Corporate Office :	501, 5th Floor, Naman Corporate Link, Opp. Dena Bank, C-31, G- Block, Bandra Kurla Complex, Bandra - East, Mumbai – 400051, Maharashtra, India
Administrative Office :	D-143, Sector-63, Noida-201301, Uttar Pradesh
Tel. No.:	91-120-3341200
E mail :	scontact@imct.co.in
Location:	Owned
Branch Office:	G-3A/4-6, Kasmanwala Chambers, New Udyog Mandir- 2, Mogul Lane, Mahim, West, Mumbai- 400016, Maharashtra

DIRECTORS

As on 31.03.2011

Name :	Mr. Ramesh Chandra Agarwal
Designation :	Chairman
Address :	E -1/79, Arera Colony, Bhopal – 462 016, Madhya Pradesh, India
Date of Birth/Age :	15.06.1944
Date of Appointment :	10.12.2005
Name :	Mr. Sudhir Agarwal
Designation :	Managing Director
Address :	E -1/79, Arera Colony, Bhopal – 462 016, Madhya Pradesh, India
Date of Birth/Age :	20.07.1967
Qualification :	Bachelor's degree in science
Experience :	Mr. Sudhir Agarwal is having approximately 22 years of experience in the publishing and newspaper business and has been employed with the organization for all of this period. He is responsible for the long term vision and strategy and is heading many new initiatives undertaken by the company.
Date of Appointment :	10.12.2005
Other Directorship :	· Bhaskar Venkatesh Products Private Limited · Bhaskar Foods Private Limited · Bhaskar Industries Limited · Bhaskar Publications and Allied Ind. Private Limited · Bhaskar Bio-fuels Private Limited · Bhaskar Exxoils Private Limited · DB Malls Private Limited · Diligent Media Corporation Limited · I Media Corp Limited · Saurashtra Samachar Private Limited · Shourya Diamonds Limited · Surge Developers Private Limited · Synergy Media Entertainment Limited · Writers and Publishers Private Limited · DB Energy Private Limited · India Interactive Technologies Limited · Hathway Bhaskar Multinet Private Limited · DB Publications Private Limited · Diva oil and Gas Limited · Vindhya Solvent Private Limited · Aarkey Aditya Developers Private Limited · Delta Coal and Mining Private Limited · Ample Power Limited (Formerly known as DB Power (Orissa) Limited) · DB Power (Chhattisgarh) Limited · Vastu Mines Private Limited · Dolby Mining and Power Private Limited · Vista Natural Resources Private Limited · Bhaskar News Media Limited · Bhaskar Entertainment and Media Private Limited · DB Power (Jharkhand) Private Limited · DB Energy and Foods Private Limited · Demeurer Developers Private Limited · Le Soleil Developers Private Limited · Sharda Solvent Limited · Daksh Energy Private Limited · Vindhya Power Private Limited · Deligent Hotel Corporation Private Limited
Name :	Mr. Girish Agarwal
Designation :	Non-Executive Director
Address :	E -1/79, Arera Colony, Bhopal – 462 016, Madhya Pradesh, India
Date of Birth/Age :	10.07.1971
Date of Appointment :	27.10.1995
Name :	Mr. Pawan Agarwal
Designation :	Non-Executive Director
Address :	E -1/79, Arera Colony, Bhopal – 462 016, Madhya Pradesh, India
Date of Birth/Age :	31.07.1974
Date of Appointment :	10.12.2005
Name :	Mr. Niten Malhan
Designation :	Nominee Director
Address :	112/122 A Wing Sarnath Building, Warden Road, Mumbai–400026, Maharashtra, India
Date of Birth/Age :	02.08.1971
Date of Appointment :	12.12.2006
Name :	Mr. Ajay Gopikisan Piramal
Designation :	Independent Director
Address :	41/42 4^th Floor, Benzer Terrace, Worli Sea Face, Worli, Mumbai – 400 018, Maharashtra, India
Date of Birth/Age :	03.08.1955
Date of Appointment :	28.11.2007
Name :	Mr. Piyush Pandey
Designation :	Independent Director
Address :	1^st Floor Krishna Kunj Road No. 5, opposite Cadell Road Mahim, Mumbai – 400 016, Maharashtra, India.
Date of Birth/Age :	05.09.1955
Date of Appointment :	28.11.2007
Name :	Mr. Kailash Chandra Chowdhary
Designation :	Independent Director
Address :	F No. 405, Anand Bhawan 577, MG Road, Indore – 452 001, Madhya Pradesh, India.
Date of Birth/Age :	08.05.1940
Date of Appointment :	28.11.2007
Name :	Mr. Harish Bijoor
Designation :	Independent Director
Address :	D – 47, Golden Enclave , Airport Road, Bangalore – 560 017, Karnataka, India
Date of Birth/Age :	03.06.1961
Date of Appointment :	28.11.2007
Name :	Mr. Ashwin Kumar Singhal
Designation :	Independent Director
Address :	Flat No. 509, Mittal Park, 44 Janardan Mhatre Marg, Juhu, Mumbai – 400049, Maharashtra, India.
Date of Birth/Age :	03.06.1961
Date of Appointment :	28.11.2007

KEY EXECUTIVES

Name :	Mr. Venkataraman Iyer
Designation :	Secretary
Address :	Flat No.312, Vikasini Housing Society, Sector- 8-B, CSD Belapur, Mumbai- 400614, Maharashtra, India.
Date of Birth/Age :	05.03.1960
Date of Appointment :	24.10.2007

MAJOR SHAREHOLDERS

As On 31.03.2011

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	116,868,703	63.76
Bodies Corporate	40,995,057	22.37
Sub Total	157,863,760	86.13
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	157,863,760	86.13
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	5,815,569	3.17
Foreign Institutional Investors	9,623,005	5.25
Sub Total	15,438,574	8.42
(2) Non-Institutions
Bodies Corporate	1,634,605	0.89
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	967,546	0.53
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	752,927	0.41
Any Others (Specify)	6,625,819	3.62
Overseas Corporate Bodies	6,607,594	3.61
Non Resident Indians	16,208	0.01
Clearing Members	2,017	-
Sub Total	9,980,897	5.45
Total Public shareholding (B)	25,419,471	13.87
Total (A)+(B)	183,283,231	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	-	-
(1) Promoter and Promoter Group	-	-
(2) Public	-	-
Sub Total	-	-
Total (A)+(B)+(C)	183,283,231	-

BUSINESS DETAILS

Line of Business :	Publishers of Newspaper, Periodicals, Magazines, Pamphlets, Journals, etc.
Brand Names :	· Divya Bhaskar · Dainik Bhaskar

PRODUCTION STATUS AS ON (31.03.2011)

Installed Capacity : (as certified by the management and relied upon by the auditors, it being a technical matter).

Type of Machine	No. of Machines	Total Capacity (Impression per hour)
Cold Set Machines	61	2274000
Heat Set Machines	5	120000

Actual Production

Production	No. of Copies
News Paper	1396530119

GENERAL INFORMATION

No. of Employees :

Information Not Divulged by the Management

Bankers :

· ABN Amro Bank N V 74, Shekhar Bhawan, 7^th Floor, Nariman Point, Mumbai- 400021, Maharashtra, India.

· State Bank of Hyderabad Overseas branch, 1204, Ashok Mahal, Tulloch Road, Colaba, Mumbai- 400039, Maharashtra, India.

Facilities :

Secured Loans	31.03.2011 (Rs. in Millions)	31.03.2010 (Rs. in Millions)
Term Loans :
Rupee Loan from Banks	480.000	660.000
Rupee Loans from Financial Institutions	0.000	77.778
Foreign currency Loans from Financial Institutions	1264.945	1418.251
Working Capital Loans :
Cash Credit facilities from Banks	51.612	121.699
Buyers Credit from Banks	285.168	450.903
Total	2081.725	2728.631
Unsecured Loans	31.03.2011 (Rs. in Millions)	31.03.2010 (Rs. in Millions)
Security Deposit Received	290.349	241.009
Total	290.349	241.009

Financial Institute:

3i Infotech Trusteeship Services Limited- 3^rd to 6^th Floor, International Infotech Park, Tower No. 5, Vashi Railway Station Complex, Vashi, Navi Mumbai- 400703, Maharashtra

Banking Relations :

--

Auditors :

Name 1

S R Batliboi and Associates

Chartered Accountant

Address :

19^th Floor, Express Tower, Nariman Point, Mumbai – 400 021, Maharashtra, India

Tel. No.:

91-22-22876485 / 22876401

Name 2

Gupta Navin and Company

Chartered Accountant

Address :

Near Inderganj Square, SDM Road, Gwalior- 474009, Madhya Pradesh, India

Tel. No.:

91-751-2328302

Fax No:

91-751-4076611

Subsidiaries :

· Synergy Media Entertainment Limited

(CIN No. : U92132MP2005PLC018039)

· I Media Corp Limited

(CIN No. : U64202MP2006PLC018676)

Enterprises owned or significantly influenced by key management personnel or their relatives :

· All Season Events (P) Limited

· D B Partners Enterprises Private Limited

· Writers and Publishers Private Limited

· Bhaskar Phototype Setter - Bhopal*

· Bhaskar Printing Press - Rajasthan

· Bhaskar Printing Press - MPCG

· Bhaskar Printing Press- CPH2

· Bhaskar Printing Press - Gujarat

· RC Phototype Setter- Raipur*

· R.C. Printer - Raipur

· Bhaskar Publication and Allied Industries Private Limited.

· New Era Publications Private Limited

· Bhaskar Infrastructure Limited

· Bhaskar Industries Limited

· Bhaskar Multinet Limited

· Bhaskar Exxoil Private Limited

· Diligent Media Corporation Limited

· Direct (OOH) Media Private Limited

· Stitex Global Limited

· Divya Prabhat Publications Private Limited

· Bhaskar Venkatesh Products Private Limited

· Sharda Solvent Limited

· D B Malls Private Limited

· Bhaskar Samachar Seva

· Jaipur Printing Press*

· Bikaner Printing Press*

· Jaipur Phototype Setter*

· Ajmer Printing House*

· Udaipur Printing Setter*

· New Jodhpur Printer*

· New Kota Printers*

· Bhaskar Process House*

· India Interactive Technologies Limited

· DB Publication Private Limited

· Abhivyakti Kala Kendra

· Bhaskar Food Private Limited

* Up to March 31, 2010

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
249000000	Equity Shares	Rs.10/- Each	Rs.2490.000 Millions
1000	0% Non Convertible Redeemable Preference Shares	Rs. 10000/- Each	Rs.10.000 Millions
	TOTAL		Rs. 2500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
183283231	Equity Shares	Rs.10/- Each	Rs.1832.832 Millions
1	0% Non Convertible Redeemable Preference Shares	Rs.10000/- Each	Rs.0.010 Million
	TOTAL		Rs.1832.842 Millions

Notes :

· Of the above, 166,652,850 (Previous Year 166,652,850) Equity shares of Rs. 10 each, fully paid up have been issued as bonus shares by capitalisation of General Reserve

· Of the above shares, 3,869,255 (Previous Year 2,136,755) Equity shares have been issued for a consideration other than cash

· 1 (Previous Year 1) Preference share of Rs. 10,000 has been issued for consideration other than cash

· Preference shares are redeemable at par after five years from the date of allotment i.e. July 31, 2007

· For Employee Stock Option Scheme

· For Shares issued pursuant to an Initial Public Offer

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		1832.842	1815.156	1687.906
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		6691.449	5476.371	1543.972
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		8524.291	7291.527	3231.878
LOAN FUNDS
1] Secured Loans		2081.725	2728.631	5095.523
2] Unsecured Loans		290.349	241.009	218.946
TOTAL BORROWING		2372.074	2969.640	5314.469
DEFERRED TAX LIABILITIES		694.598	608.763	392.819
Stock Options Outstanding		28.919	12.966	0.000
TOTAL		11619.882	10882.896	8939.166
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		6651.614	5061.088	2853.313
Capital work-in-progress		680.090	614.283	2708.271
INVESTMENT		520.328	910.786	943.286
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	728.033	721.615	710.819
	Sundry Debtors	2385.689	1834.818	1701.272
	Cash & Bank Balances	1661.621	1869.378	402.895
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1055.424	1668.817	1475.022
Total Current Assets		5830.767	6094.628	4290.008
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1216.560	1093.742	1189.728
	Other Current Liabilities	416.066	444.892	499.424
	Provisions	540.118	384.952	383.431
Total Current Liabilities		2172.744	1923.586	2072.583
Net Current Assets		3658.023	4171.042	2217.425
MISCELLANEOUS EXPENSES		109.827	125.697	216.871
TOTAL		11619.882	10882.896	8939.166

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	2291.469	2250.709	2150.937
		Income from Event Management	151.469	111.096	75.596
		Advertisement Income	10030.346	7775.851	6979.131
		Other Operating Income	143.091	123.721	118.672
		Other Income (Interest Income)	164.975	176.545	137.681
		TOTAL (A)	12781.350	10437.922	9462.017
Less	EXPENSES
		Raw Material Consumed	3839.083	3278.676	4074.399
		Increase / (Decrease) in stock	(0.604)	(0.016)	0.585
		Event Expenses	148.803	102.433	58.130
		Operating Expenses	1307.782	1155.736	1283.506
		Personal Expenses	1790.276	1153.578	1160.681
		General and Administration Expenses	773.328	512.485	1129.023
		Selling and Distribution Expenses	672.450	597.646	0.000
		TOTAL (B)	8531.118	6800.538	7706.324
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		4250.232	3637.384	1755.693
Less	FINANCIAL EXPENSES (D)		152.837	323.388	464.552
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		4097.395	3313.996	1291.141
Less/ Add	DEPRECIATION/ AMORTISATION (F)		427.636	266.412	177.949
	PROFIT BEFORE TAX (E-F) (G)		3669.759	3047.584	1113.192
Less	TAX (I)		996.528	1057.161	428.432
	PROFIT AFTER TAX (G-I) (J)		2673.231	1990.423	684.760
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		2180.841	764.285	478.263
Less	APPROPRIATIONS
		Interim Dividend	363.083	136.136	0.000
		Proposed Final Dividend	366.596	226.908	84.395
		Tax on Dividend	119.775	60.823	14.343
		Transfer to General Reserve	300.000	150.000	300.000
	BALANCE CARRIED TO THE B/S		3704.618	2180.841	764.285
	EARNINGS IN FOREIGN CURRENCY		0.000	0.667	0.492
	IMPORTS
	Raw Materials		714.929	931.968	998.631
	Stores & Spares		17.149	6.887	16.834
	Capital Goods		0.000	155.452	2008.309
	TOTAL IMPORTS		732.078	1094.307	3023.774
	Earnings Per Share (Rs.) Basic Diluted		14.73 14.70	11.56 11.55	4.06 4.06

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	20.92	19.07	7.24
Net Profit Margin (PBT/Sales)	(%)	29.42	30.06	12.09
Return on Total Assets (PBT/Total Assets}	(%)	29.40	27.32	15.58
Return on Investment (ROI) (PBT/Networth)		0.43	0.42	0.34
Debt Equity Ratio (Total Liability/Networth)		0.53	0.67	2.29
Current Ratio (Current Asset/Current Liability)		2.68	3.17	2.07

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS :

(Rs. in Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors	1216.560	1093.742	1189.728
Total	1216.560	1093.742	1189.728

REVIEW OF PERFORMANCE :

The improved results of the Company for the financial year ended on March 31, 2011 and the following highlights evidence the performance during the said period :

· The Sales and Other income reached Rs.12616.400 Million witnessing a magnificent growth of 23%, as compared to Rs.10261.400 Million in the previous year.

· The EBITDA grew by 18% to Rs.4085.200 Million as against Rs.3460.800 Million in the previous year.

· The profit after tax for the year under review also registered an impressive growth of 34% with Rs.2673.200 Million, as compared to Rs.1990.400 Million in the previous year.

· Also, for the year ended on March 31, 2011, the consolidated revenue of the Company increased to Rs.12652.400 Million from Rs.10629.800 Million in the previous year, registering a growth of 19.0% and the consolidated PAT stood at Rs.2584.800 Million as against Rs.1828.000 Million of the previous year, registering a growth of 41.4%.

REVIEW OF PERFORMANCE OF EMERGING EDITIONS :

The past experience in the industry indicates that any new edition launched by the Company takes about 3-4 years for stabilization and for earnings. Hence for analyzing the performance of the company.

In the Company's endeavour to reach higher levels , post stabilization of the emerging editions, the long term results of the corporate growth strategy would be seen in the forthcoming years.

OPERATING RESULTS AND FUTURE OUTLOOK :

In line with the growth plan of the company, the Directors continue the consistent efforts to enhancement of value to all stakeholders. The year, has dawned with substantial opportunities for growth for the company and the directors march ahead with increased zeal for scaling newer heights in future.

Besides, in the upcoming global economy, the Media and Entertainment industry has begun to witness tremendous potential for growth. As may be seen from the levels of industrial expansion, improved awareness among the consumers, the entry and onset of large scale corporations (both domestic and multinational) , the business avenues for the Company with value addition to the clients is also steadily on the rise and the company continues to be trend setter, with ambitious plans for every area of growth.

Launch of new editions

As a next step of its continuous growth coupled with leadership footprint, the company launched Dainik Bhaskar in Ranchi in August 2010, in Bhatinda in September 2010, Jammu in October 2010, in Jamshedpur in December 2010 and in Sriganganagar, Alwar, Sikar and Bhilwara in January 2011. Further, during the year, the company also launched "D B Star" in Jodhpur and Raipur and "Business Bhaskar" in Jaipur. Additionally, during the current year 2011-12, the company launched the Dhanbad edition in April 2011.

The company has already begun it's pre-launch activities in the state of Maharashtra, with great vigor since the directors believe that the company is well best placed to capture the hugely under-penetrated regional market, having huge scope for readership and ad revenue expansion, clubbed with high economic growth potential of the region. With high regards for its ability to identify new market opportunities and to expand its readership through innovative market penetration strategies, as demonstrated in the past, the company has in place meticulous planning, stringent controls, team creation and training, at every stage of this project. The directors are confident that these efforts would bring in fruits in future.

SUBSIDIARY COMPANIES AND THEIR BUSINESS

The following subsidiaries of the Company, as on the date of the report, are performing in a commendable manner.

Synergy Media Entertainment Limited (SMEL)

With a view to reach advertisers with offering(s) of attractive combined advertising options in the FM Radio medium and print medium and to achieve operational synergies and generating larger advertising revenue and better customer satisfaction, as a result of radio's increasing market share in media advertising, the management of the company had considered it prudent, timely and appropriate to de-merge the radio business of SMEL into the company. Accordingly, on completion of all the related procedures, including approvals of the Shareholders, stock exchanges, other statutory authorities, for Scheme of Arrangement in accordance with Sections 391 through 394, and other applicable provisions, of the Companies Act, 1956, and the approval of the Hon' ble High Court of Gujarat at Ahmedabad and the Hon'ble High Court of Madhya Pradesh at Jabalpur, the radio business of SMEL, was demerged into the company. The Scheme of Arrangement has April 01, 2010 as the appointed date and subsequent to the completion of all the above procedures, the same has come into effect, with the Effective Date as March, 30, 2011.

As a result, all the license for 17 stations, under the name "My FM", across the northern and western part of the country, have now become part of the company. This provides the company the synergy in operations as both businesses complement each other and also for cost savings, as common infrastructure is being used. Therefore, this brings in the benefit of Radio business also into the fold.

SMEL has achieved EBITDA of Rs.9.480 Millions after reaching breakeven in the previous year, driven by a top line growth of around 30% in the shortest period of time of launch of its all Stations and in an aggressive media foray, reflects the growing position and strong value proposition to customers. "MY FM" is able to offer corporate customers integrated media solutions for pan-India promotional campaigns. Its presence across these cities allows customers an extensive reach to Tier 2 and 3 cities, enabling the company to provide value added advertisement solutions.

I Media Corp Limited (IMCL) :

India already ranks No.3 in the world in terms of Internet users with more than 100 million users as per Google and the actual penetration to the grass-root levels is yet to happen, and the company foresees a huge potential for it's digital business. IMCL, the digital arm of Dainik Bhaskar group is already amongst the largest internet players amongst the media companies with increasing numbers of Page Views and reach and has grown substantially, year over year, by focusing completely on content and the needs of user and there is a huge opportunity to build an even larger content play on the internet.

At present the company is operating portals in 4 languages by the name of Dainikbhaskar.com, DivyaBhaskar.com, DivyaMarathi.in and DailyBhaskar.com. These portals are not only about news but are also actually a one stop destination for all content needs of all. The company will continue to focus on these portals and at the same time venture into new avenues of niche content to continue with the pace at which it is growing. Further to scale its corporate 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 Web media.

INDUSTRY OVERVIEW :

In keeping pace with the growth in the world economies, particularly in India and emerging markets, the Media Industry in India is also poised for tremendous growth.

The Indian Media and Entertainment industry grew from INR 587 billion in 2009 to INR 652 billion in 2010, registering an overall growth of 11 percent. Backed by positive industry sentiment and growing media consumption, the industry is estimated to achieve growth of 13 percent in 2011 to touch INR 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 1,275 billion by 2015.

The Media industry consisting of Print and Non-Print segments is flooded with huge growth potential and all the players in the industry are untiringly working towards higher levels of achievement, in terms of volume, value and stakeholders' enhancement.

"With the increased spending power, brand consciousness, better education levels and aspirations, they expect buoyant consumerism in regional markets and Tier2/3 cities. These consumers 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 they will see this trend continue on the back of this buoyant market condition in Tier2/3 cities."

The avenues for the Non-Print front are also increasing and Radio 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 existing cities and through the addition of new cities as a part of Phase Three. As the new cities being added in Phase Three are primarily small towns, they are not expected to contribute a large share of industry growth in the medium term.

"In addition, in the light of the improved cost economies and the expectation from Phase Three licensing, there could be interest in the sector from new players. These could include regional print players looking to leverage the radio opportunity, as well as music companies."

OPERATIONS AT A GLANCE :

From a humble beginning with one Hindi edition from Bhopal in 1958, Dainik Bhaskar group has today emerged as the most widely read news paper group in the country. They are one of the leading print media companies in India, publishing newspapers with 59 editions and 135 sub-editions in three languages (Hindi, Gujarati and English) in 13 states in India. They have a presence in a substantial portion of North, Central and Western India, especially the remarkable presence and coverage in Nonmetro region, which is a key strength and advantage over the competitors.

During the year, the company launched Dainik Bhaskar in Ranchi in August 2010, in Bhatinda in September 2010, Jammu in October 2010, in Jamshedpur in December 2010 and in Sriganganagar, Alwar, Sikar and Bhilwara in January 2011. Further, the company also launched "D B Star" in Jodhpur and Raipur and "Business Bhaskar" in Jaipur.

Additionally, during the current year 2011-12, the company launched the Dhanbad edition in April 2011. They continue the efforts to provide best quality of newspapers to the readers and in this direction, Dainik Bhaskar group has always used latest technology of printing infrastructure, improved editorial content etc., enhanced printing quality. In it's endeavor to achieve newer heights and long term objectives, the company marches ahead with many steps and initiatives and noteworthy efforts have begun in the areas of corporate restructuring, Ad revenue planning and Editorial content in addition to attributing more focus on the event management. It is an on going affair for the company to receive recognitions and improve its market position in the industry. Increasing rate of literacy across the country, growth in readership of Hindi newspapers and improved reach to consumers and increase in the advertisement spend are mainly the driving forces for the company.

Keeping in mind the potential available and remaining un tapped, the company has already begun it's pre-launch activities in the state of Maharashtra, with great vigor since it is felt that the company is well best placed to capture the hugely underpenetrated regional market, having huge scope for readership and ad revenue expansion, clubbed with high economic growth potential of the region. With high regard for its ability to identify new market opportunities and to expand its readership through innovative market penetration strategies, as demonstrated in the past, the company has in place meticulous planning, stringent controls, team creation and training, at every stage of this project.

Besides, looking into the synergy available for the product mix of print and non-print offers to customers, the company has merged into itself the radio business of Synergy Media Entertainment Limited, a subsidiary of the company.

FUTURE OUTLOOK :

Dainik Bhaskar group is committed to being at the front of the media business embracing everything new Media have to offer and the technology necessary for leadership.

They believe that media industry is growing and the business potential is substantial. They continue the steps to make the mark and brands in newer locations in addition to offering improved products and value added services in the existing areas, as has always been the vision. In this direction, they believe that the innovative approach adopted by them would pave a long way for achieving the long term objectives.

FORM 8 :

This form is for	Modification of charge
Charge identification number of the modified	10049250
Corporate identity number of the company	U22210GJ1995PLC047208
Name of the company	DB CORP LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot No. 280, Sarkhej Gandhinagar Highway, Near YMCA Club, Makarba, Ahmedabad – 380 054, Gujarat, India
Type of charge	Movable Property
Particular of charge holder	State Bank of Hyderabad Overseas branch, 1204, Ashok Mahal, Tulloch Road, Colaba, Mumbai- 400039, Maharashtra, India.
Nature of description of the instrument creating or modifying the charge	Letter from State Bank of Hyderabad vide Letter No. F/OSB/AMT-11/DBCORP/ DATED 26.09.02009.
Date of instrument Creating the charge	01.09.2009
Amount secured by the charge	Rs.323.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest : For take over Term Loan from Oriental Bank of Commerce of Rs. 200 Millions, and For Term Loan of Rs. 123 Millions for WEG Project- 11.00% p.a. floating i.e. 3 Terms of Repayment : For Take over Loan from OBC the repayment schedule is as under: Due Date Amount (Rs. in Millions) 31.12.2004 2.565 Millions 31.03.2005 2.565 Millions 30.06.2005 4.728 Millions. Margin : For Take over Loan of Rs. 200 Millions-Not Applicable For Term Loan of Rs. 123 Millions for WEG Project- Rs. 72 Millions for the WEG Project (36.92%) Extent and Operation of the charge : For Take Over Loan of Rs. 200 Millions-1st Charge (paripassu with State Bank of Indore for Term Loan of Rs. 112 Millions) on existing/future Plant and Machinery of Ahmedabad Project and rest as per the optional attachment. Others : Pursuant to the Scheme of arrangement between Writers and Publishers Limited (WPL) and DB Corp Limited sanctioned by Hon'ble High Court of Gujarat vide its order dated 10/10/2006, WPL is de-merged into DB Corp Limited w.e.f. 12/12/2006.Therefore, this Hypothecation Deed is executed to secure the Total Term Loan of Rs. 363 Millions i.e. Rs. 40 Millions, Rs. 200 Millions and Rs. 123 Millions for NICT Project, Take Over Loan, WEG Project respectively which was the Loan of WPL and as per Scheme is now the Loan of DB Corp Limited
Short particulars of the property charged	For Take-over Loan: Existing/future plant and Machinery of Ahmedabad Project. For WEG Project: Fixed Assets of the WEG Project.
Particulars of the present modification	The Term Loan of Rs. 40 Millions, for NICT Project has been fully satisfied and accordingly the limit of the Total Term Loan has been reduced from Rs. 363 Millions to Rs. 323 Millions..

FIXED ASSETS:-

· Land

· Building

· Leasehold Improvements

· Plant and Machinery

· Office Equipments

· Vehicles

· Furniture and Fixtures

· Electric Fitting, Fans and Coolers

· Computers

· D G Sets

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.53
UK Pound	1	Rs.71.91
Euro	1	Rs.62.98

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		66

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.