MIRA
INFORM REPORT
|
Report Date : |
12.08.2013 |
IDENTIFICATION DETAILS
|
Name : |
D.B. CORP LIMITED |
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Registered
Office : |
Plot No. 280, Sarkhej - Gandhi Nagar Highway, Near YMCA Club, Makarba,
Ahmedabad – 380 051, Gujarat |
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Country : |
India |
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Financials (as
on) : |
31.03.2013 |
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Date of Incorporation : |
27.10.1995 |
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Com. Reg. No.: |
04-47208 |
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CIN No.: [Company
Identification No.] |
L22210GJ1995PLC047208 |
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Capital
Investment / Paid-up Capital : |
Rs. 1833.748 Millions |
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|
TAN No.: [Tax
Deduction & Collection Account No.] |
RKTD01424D / PTLD12325F |
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PAN No.: [Permanent
Account No.] |
AACCM5772G |
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Legal Form : |
A Public Limited Liability company. The company’s Share are Listed on
the Stock Exchange. |
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Line of Business : |
Subject is in the business of publishing newspapers, radio
broadcasting, event management, internet and wind energy. |
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No. of Employees : |
Not Divulged |
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 |
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Maximum Credit Limit : |
USD 43000000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is engaged in printing and publications of newspapers. It is
well known for its dailies. It is an established company having a fine track record. Financial
position of the company appears to be sound. Trade relations are reported as
trustworthy. 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.
INDIAN ECONOMIC OVERVIEW
We are living in a
world where volatility and uncertainty have become the New Normal. We saw
a change of government in countries like Tunisia, Egypt, Libya and Vietnam.
Once powerful countries in Europe are now fighting for bankruptcy. We have
taken growth in the developing part of the world for granted but economic
growth in China and India has begun to slow. Companies that were synonymous
with their product categories just a few years ago are now no longer in
existence. Kodak, the inventor of the digital camera had to wind up its
operations, HMV, the British entertainment retailing company and Borders, once
the second largest bookstore have shut down due to their inability to evolve
their business models with the changing time. Readers’ Digest, Thomson Register
are no more !
There is another
megatrend happening. The World order is changing as economic power shifts from
West to East. According to McKinsey study, it took Britain more than 100 years
to double its economic output per person during its industrial revolution and
the US later took more than 50 years to do the same. More than a century later,
China and India have doubled their GDP per capital in 12 and 18 years
respectively. By 2020, emerging Asia will become the world’s largest consuming
block, overtaking North America.
The years after the
outbreak of the global financial crisis, the world economy continues to remain
fragile. The Indian economy demonstrated remarkable resilience in the initial
years of the contagion but finally lost ground last year. GDP growth slowed
down. Currency has been weakening. There is a marked deceleration in
agriculture, industry and services. Dampening sentiment led to a cut-back in
investment as well as private consumption expenditure. Inflation remained
at high levels fuelled by the pressure from the food and fuel sectors. The
large fiscal and current account deficit s continued to cause grave concern. It
is imperative that India regains its growth trajectory of 8-9 % sooner than
later. This is crucially important given the need to create gainful livelihood
opportunities for the millions living in poverty as also the large contingent
of young people joining the job market every year.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
A1+ (Short Term Bank Facilities) |
|
Rating Explanation |
Highest Degree of Safety, It Carry Lowest Credit Risk. |
|
Date |
09.10.2012 |
|
Rating Agency Name |
CARE |
|
Rating |
AA+ (Long Term Facilities) |
|
Rating Explanation |
High Degree of Safety, It Carry Low Credit Risk. |
|
Date |
09.10.2012 |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter in
the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
INFORMATION DECLINED BY
|
Name : |
Mr. Sushil Gaikwad |
|
Designation : |
Account Manager |
|
Date : |
08.08.2013 |
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 |
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Fax No.: |
91-79-39814001 |
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E-Mail : |
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|
Website : |
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Head Office : |
Dwarka Sadan, 6, Press Complex, M.P. Nagar, Bhopal-462011, |
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Tel No.: |
91-755-3913292/ 3988884 |
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Fax No.: |
91-755-2552080 |
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Corporate Office : |
501, 5th Floor, Naman Corporate Link, Opp. Dena Bank, C-31, G- Block,
Bandra Kurla Complex, Bandra - East, Mumbai – 400051, Maharashtra, India |
|
Tel No.: |
91-22-39888840 |
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Fax No.: |
91-22-39804793/26597217 |
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Administrative Office : |
D-143, Sector-63, Noida-201301, Uttar Pradesh, India |
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Tel. No.: |
91-120-3341200 |
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E mail : |
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Location: |
Owned |
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Branch Office: |
G-3A/4-6, Kasmanwala Chambers, New Udyog Mandir- 2, Mogul Lane, Mahim,
West, Mumbai- 400016, Maharashtra, India |
DIRECTORS
As on 31.03.2013
|
Name : |
Mr. Ramesh Chandra Agarwal |
|
Designation : |
Chairman |
|
Address : |
E -1/79, Arera Colony, |
|
Date of Birth/Age : |
15.06.1944 |
|
Date of Appointment : |
10.12.2005 |
|
|
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|
Name : |
Mr. Sudhir Agarwal |
|
Designation : |
Managing Director |
|
Address : |
E -1/79, Arera Colony, |
|
Date of Birth/Age : |
20.07.1967 |
|
Qualification : |
Bachelor's degree in science |
|
Date of Appointment : |
10.12.2005 |
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|
|
|
Name : |
Mr. Girish Agarwal |
|
Designation : |
Non-Executive Director |
|
Address : |
E -1/79, Arera Colony, |
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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, |
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Date of Birth/Age : |
31.07.1974 |
|
Date of Appointment : |
10.12.2005 |
|
|
|
|
Name : |
Mr. Piyush Pandey |
|
Designation : |
Independent Director |
|
Address : |
1st |
|
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, |
|
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 , |
|
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, |
|
Date of Birth/Age : |
03.06.1961 |
|
Date of Appointment : |
28.11.2007 |
KEY EXECUTIVES
|
Name : |
Mrs. Anita Gokhale |
|
Designation : |
Secretary |
|
Address : |
Flat No. D 602 Keshav Kunj CHS Sector 30, Vashi, Navi Mumbai 400705,
Maharashtra, India |
|
Date of Birth/Age : |
03.12.1964 |
|
Date of Appointment : |
01.10.2011 |
|
|
|
|
Name : |
Mr. Sushil Gaikwad |
|
Designation : |
Account Manager |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 30.06.2013
|
Category of Shareholder |
Total
No. of Shares |
Total
Shareholding as a % of Total No. of Shares |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
95909922 |
52.30 |
|
|
41595057 |
22.68 |
|
|
137504979 |
74.98 |
|
|
|
|
|
Total shareholding of Promoter and Promoter Group (A) |
137504979 |
74.98 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
9795327 |
5.34 |
|
|
336 |
0.00 |
|
|
26880363 |
14.66 |
|
|
36676026 |
20.00 |
|
|
|
|
|
|
6564493 |
3.58 |
|
|
|
|
|
|
1663065 |
0.91 |
|
|
650670 |
0.35 |
|
|
335667 |
0.18 |
|
|
1404 |
0.00 |
|
|
206583 |
0.11 |
|
|
118955 |
0.06 |
|
|
8725 |
0.00 |
|
|
9213895 |
5.02 |
|
Total Public shareholding (B) |
45889921 |
25.02 |
|
Total (A)+(B) |
183394900 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts have
been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
183394900 |
0.00 |
SHAREHOLDING BELONGING TO THE CATEGORY "PROMOTER
AND PROMOTER GROUP"
|
.No. |
Name of the Shareholder |
Details of Shares held |
Encumbered shares (*) |
Total shares (including underlying shares
assuming full conversion of warrants and convertible securities) as a % of
diluted share capital |
|||
|
No. of Shares held |
As a % of grand total (A)+(B)+(C) |
No |
As a percentage |
As a % of |
|
||
|
1 |
Pawan Agarwal |
2,81,52,456 |
15.35 |
0 |
0.00 |
0.00 |
15.35 |
|
2 |
Sudhir Agarwal |
2,66,81,449 |
14.55 |
0 |
0.00 |
0.00 |
14.55 |
|
3 |
Girish Agarwal |
1,86,87,256 |
10.19 |
17856912 |
95.56 |
9.74 |
10.19 |
|
4 |
Bhaskar
Infrastructure Private Limited |
1,21,12,420 |
6.60 |
7475296 |
61.72 |
4.08 |
6.60 |
|
5 |
Peacock Trading
and Investments Private Limited |
1,01,27,247 |
5.52 |
8646579 |
85.38 |
4.71 |
5.52 |
|
6 |
Chambal Tradings
Private Limited |
84,21,400 |
4.59 |
8322500 |
98.83 |
4.54 |
4.59 |
|
7 |
Namita Agarwal |
65,42,200 |
3.57 |
5070000 |
77.50 |
2.76 |
3.57 |
|
8 |
Girish Agarwal |
64,00,000 |
3.49 |
3478831 |
54.36 |
1.90 |
3.49 |
|
9 |
Bhopal Financial
Services Private Limited |
56,57,190 |
3.08 |
0 |
0.00 |
0.00 |
3.08 |
|
10 |
Jyoti Agarwal |
49,48,007 |
2.70 |
1200000 |
24.25 |
0.65 |
2.70 |
|
11 |
Nitika Agarwal |
34,77,000 |
1.90 |
0 |
0.00 |
0.00 |
1.90 |
|
12 |
Bhaskar
Publications and Allied Industries Private Limited |
30,17,800 |
1.65 |
479600 |
15.89 |
0.26 |
1.65 |
|
13 |
Dev Fiscal
Services Private Limited |
16,59,000 |
0.90 |
0 |
0.00 |
0.00 |
0.90 |
|
14 |
Ramesh Chandra
Agarwal (HUF) |
8,21,758 |
0.45 |
0 |
0.00 |
0.00 |
0.45 |
|
15 |
Stitex Global
Limited |
6,00,000 |
0.33 |
0 |
0.00 |
0.00 |
0.33 |
|
16 |
Ramesh Chandra
Agarwal |
1,00,001 |
0.05 |
0 |
0.00 |
0.00 |
0.05 |
|
17 |
Kasturi Devi
Agarwal |
99,795 |
0.05 |
0 |
0.00 |
0.00 |
0.05 |
|
|
Total |
13,75,04,979 |
74.98 |
52529718 |
38.20 |
28.64 |
74.98 |
SHAREHOLDING BELONGING TO THE CATEGORY
"PUBLIC" AND HOLDING MORE THAN 1% OF THE TOTAL NO. OF SHARES
|
Sl. No. |
Name of the Shareholder |
No. of Shares held |
Shares as % of Total No. of Shares |
Total shares (including underlying shares
assuming full conversion of warrants and convertible securities) as a % of
diluted share capital |
|
|
1 |
Nalanda India Equity
Fund Limited |
12994387 |
7.09 |
7.09 |
|
|
2 |
ICICI Prudential
Life Insurance Co Limited |
3113537 |
1.70 |
1.70 |
|
|
3 |
Amansa Capital
Pte Limited A/c Amansa Holdings Private Limited |
2834000 |
1.55 |
1.55 |
|
|
4 |
Government of
Singapore |
2419770 |
1.32 |
1.32 |
|
|
5 |
SBI Contra Fund |
2100000 |
1.15 |
1.15 |
|
|
|
Total |
23461694 |
12.79 |
12.79 |
|
SHAREHOLDING BELONGING TO THE CATEGORY
"PUBLIC" AND HOLDING MORE THAN 5% OF THE TOTAL NO. OF SHARES
|
Sl. No. |
Name(s) of the shareholder(s) and the Persons
Acting in Concert (PAC) with them |
No. of Shares |
Shares as % of Total No. of Shares |
|
|
1 |
Nalanda India
Equity Fund Limited |
12994387 |
7.09 |
|
|
|
Total |
12994387 |
7.09 |
|
DETAILS OF LOCKED-IN SHARES
|
Sl. No. |
Name of the Shareholder |
No. of Shares |
|
1 |
Visual
Interactive Mauritius Limited |
1,404 |
|
2 |
Rajkumar Koneru |
435 |
|
3 |
Sunderbabu
Venugopal |
316 |
|
|
Total |
2,155 |
Details of Depository
Receipts (DRs)
BUSINESS DETAILS
|
Line of Business : |
Subject is in the business of publishing newspapers, radio
broadcasting, event management, internet and wind energy. |
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 : |
Not Divulged |
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Bankers : |
·
UCO Bank ·
IDBI Bank ·
Standard Chartered Bank ·
HSBC Bank ·
DBS Bank |
|||||||||||||||||||||
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Facilities : |
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Banking
Relations : |
|
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|
|
|
Auditors : |
|
|
Name 1 |
S R Batliboi and Associates Chartered Accountant |
|
Address : |
19th Floor, |
|
Tel. No.: |
91-22-22876485 / 22876401 |
|
|
|
|
Name 2 |
Gupta Navin and Company Chartered Accountant |
|
Address : |
Near |
|
Tel. No.: |
91-751-2328302 |
|
Fax No: |
91-751-4076611 |
|
|
|
|
Subsidiaries: |
·
Synergy Media Entertainment Limited (up to March
31, 2012) ·
I Media Corp Limited ·
Divya Prabhat Publications Private Limited (with
effect from October 1, 2011) |
|
|
|
|
Enterprises owned or significantly influenced by key management
personnel or their relatives: |
·
Abhivyakti Kala Kendra ·
Bhaskar Printing Press - Rajasthan ·
Bhaskar Printing Press- MPCG ·
Bhaskar Printing Press- CPH2 ·
Bhaskar Printing Press- Gujarat (up to March 31,
2012) ·
Bhaskar Samachar Seva ·
Bhaskar Publication and Allied Industries Private
Limited. ·
Bhaskar Infrastructure Limited ·
Bhaskar Industries Private Limited (Formerly
known as Bhaskar Industries Limited) ·
Decore Exxoil Private Limited (Formerly known as
Bhaskar Exxoil Private Limited) ·
Bhaskar Venkatesh Products Private Limited (up to
December 11, 2012) ·
D B Malls Private Limited ·
D B Power Limited ·
R.C. Printer - Raipur ·
Writers and Publishers Private Limited ·
Diligent Media Corporation Limited (up to October
09, 2012) ·
Peacock Trading and Investments Private Limited ·
Chambal Tradings Private Limited ·
DevFiscal Service Private Limited ·
Stitex Global Limited ·
Bhopal Financial Services Private Limited ·
Bhaskar Multinet Limited (Merged with Bhaskar
Infrastructure Limited with effect from April 01, 2012) |
CAPITAL STRUCTURE
As on 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
249,000,000 |
Equity Shares |
Rs.10/- each |
Rs. 2490.000 Millions |
|
1,000 |
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 |
|
|
|
|
|
|
183,373,844 |
Equity Shares |
Rs.10/- each |
Rs. 1833.738
Millions |
|
1 |
0% Non Convertible Redeemable Preference
Shares |
Rs. 10000/- each |
Rs. 0.010
Million |
|
|
|
|
|
|
|
Total |
|
Rs. 1833.748 Millions |
Note: Reconciliation of number of shares outstanding
at the beginning and at the end of the year
|
EQUITY SHARES |
31.03.2013 |
|
|
|
Nos. |
Rs. In Millions |
|
At the beginning of the year Issued during
the year |
183308354 |
1833.084 |
|
Employee Stock Option Schemes (‘ESOS’) |
65490 |
0.655 |
|
Outstanding at the end of the year |
183373844 |
1833.738 |
|
PREFERENCE SHARES |
31.03.2013 |
|
|
|
No. |
Rs. In Millions |
|
At the beginning of the year |
1 |
0.010 |
|
Outstanding at the end of the year |
1 |
0.010 |
Terms/ right attached to each class of shares
(i) Equity shares
The Company has only one class of equity
shares having a par value Rs.10 per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and pays dividend in Indian rupees.
The dividend proposed by Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting.
During the year ended March 31, 2013, the
amount of per share dividend recognised as distributions to equity shareholders
is Rs.5.50 per share (March 31, 2012: Rs.5.00 per share).
In the event of liquidation of the Company,
the holders of equity shares will be entitled to receive remaining assets of
the Company, after distribution of all preferential amounts. The distribution
will be in proportion to the number of equity shares held by shareholders.
(ii) Preference shares
The Company has class of zero % non-convertible
redeemable preference shares having value of Rs.10,000 per share. These
preference shares are redeemable at par at any time after five years but before
twenty years from the date of allotment i.e. July 31, 2007. Each preference
share holder is entitled to one vote per share.
Aggregate number of bonus shares issued, shares issued for consideration
other than cash, shares issued pursuant to the scheme of arrangement during the
period of five years immediately preceding the reporting date:
|
|
31.03.2013 |
|
|
|
No. |
No. |
|
EQUITY SHARES: |
|
|
|
Allotted as fully paid up pursuant to
contract(s) without payment being received in cash |
-- |
-- |
|
Allotted as fully paid up by way of bonus
shares |
-- |
-- |
|
Allotted as fully paid up pursuant to ESOS |
65490 |
25123 |
|
Allotted as share issued in pursuant to the
scheme of arrangement |
-- |
-- |
|
PREFERENCE SHARES: |
|
|
|
Allotted as fully paid up pursuant to
contract(s) without payment being received in cash |
-- |
-- |
|
|
65490 |
25123 |
Detail of shareholders holding more than 5% shares of the Company
|
Name of shareholders |
31.03.2013 |
|
|
|
Nos. |
% of holding |
|
Equity shares of Rs. 10/- each fully paid |
|
|
|
Ramesh Chandra Agarwal |
100001 |
0.05 |
|
Jyoti Agarwal |
4948007 |
2.70 |
|
Sudhir Agarwal |
26681449 |
14.55 |
|
Girish Agarwal |
25087256 |
13.68 |
|
Pawan Agarwal |
28152456 |
15.35 |
|
Bhaskar Infrastructure Limited |
12112420 |
6.61 |
|
Peacock Trading and Investments Private
Limited |
10127247 |
5.52 |
|
Nalanda India Equity Fund Limited |
12233041 |
6.67 |
|
Preference share of Rs. 10,000/- fully paid |
|
|
|
Sunderbabu Venugopal |
1 |
100.00 |
Shares reserved for issue under options
For detail of shares reserved for issue under
the Employee Stock Option Schemes (‘ESOS’) of the Company.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
1833.748 |
1833.093 |
1832.842 |
|
(b) Reserves & Surplus |
8910.102 |
7765.266 |
6720.368 |
|
(c) Money
received against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending allotment |
0.000 |
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
10743.850 |
9598.359 |
8553.210 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
878.017 |
1028.579 |
1384.238 |
|
(b) Deferred tax liabilities (Net) |
833.737 |
745.798 |
261.314 |
|
(c) Other long term liabilities |
322.975 |
292.421 |
694.598 |
|
(d) long-term provisions |
0.000 |
0.000 |
35.454 |
|
Total Non-current Liabilities (3) |
2034.729 |
2066.798 |
2375.604 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
495.849 |
772.249 |
336.781 |
|
(b) Trade payables |
958.482 |
1073.945 |
761.066 |
|
(c) Other current
liabilities |
1552.358 |
1376.859 |
1261.301 |
|
(d) Short-term provisions |
941.346 |
837.483 |
504.664 |
|
Total Current Liabilities (4) |
3948.035 |
4060.536 |
2863.812 |
|
|
|
|
|
|
TOTAL |
16726.614 |
15725.693 |
13792.626 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
7595.618 |
7130.398 |
6317.321 |
|
(ii) Intangible Assets |
294.151 |
316.654 |
334.294 |
|
(iii) Capital
work-in-progress |
70.248 |
449.639 |
412.921 |
|
(iv)
Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
1584.094 |
827.674 |
520.328 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
983.796 |
872.701 |
627.479 |
|
(e) Other Non-current assets |
64.389 |
89.996 |
97.759 |
|
Total Non-Current Assets |
10592.296 |
9687.062 |
8310.102 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
0.000 |
0.000 |
0.000 |
|
(b) Inventories |
1298.196 |
1183.839 |
728.033 |
|
(c) Trade receivables |
3038.928 |
2446.284 |
2385.688 |
|
(d) Cash and cash
equivalents |
1247.277 |
1867.895 |
1657.819 |
|
(e) Short-term loans and
advances |
534.047 |
524.743 |
695.114 |
|
(f) Other current assets |
15.870 |
15.870 |
15.870 |
|
Total Current Assets |
6134.318 |
6038.631 |
5482.524 |
|
|
|
|
|
|
TOTAL |
16726.614 |
15725.693 |
13792.626 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
15788.596 |
14418.107 |
12564.636 |
|
|
|
Other Income |
247.328 |
230.520 |
215.842 |
|
|
|
TOTAL (A) |
16035.924 |
14648.627 |
12780.478 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of raw materials consumed |
5425.922 |
5070.579 |
3839.083 |
|
|
|
Decrease/(increase) in inventories of finished goods |
0.275 |
(0.416) |
(0.604) |
|
|
|
Event expenses |
117.028 |
140.467 |
148.803 |
|
|
|
Employee benefit expenses |
2683.489 |
2351.143 |
1790.276 |
|
|
|
Foreign exchange loss (net) |
59.981 |
101.155 |
(0.475) |
|
|
|
Other expenses |
3658.952 |
3327.987 |
2756.969 |
|
|
|
TOTAL (B) |
11945.647 |
10990.915 |
8534.052 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
4090.277 |
3657.712 |
4246.426 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
79.780 |
92.261 |
149.031 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
4010.497 |
3565.451 |
4097.395 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
573.070 |
500.020 |
427.636 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
3437.427 |
3065.431 |
3669.759 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
1131.369 |
980.701 |
996.528 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
2306.058 |
2084.730 |
2673.231 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
235.000 |
210.000 |
300.000 |
|
|
|
Dividend Proposed (Including Interim
dividend and Tax on Dividend) |
1177.230 |
1065.33 |
849.450 |
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
1735.154 |
1718.412 |
714.929 |
|
|
|
Stores & Spares |
24.498 |
39.836 |
17.149 |
|
|
|
Capital Goods |
78.048 |
1.853 |
0.000 |
|
|
TOTAL IMPORTS |
1837.700 |
1760.101 |
732.078 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
|
|
|
|
|
|
Basic |
12.58 |
11.37 |
14.73 |
|
|
|
Diluted |
12.56 |
11.36 |
14.70 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
14.38
|
14.23 |
20.92 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
21.77
|
21.26 |
29.21 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
22.81
|
21.22 |
28.54 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.32
|
0.32 |
0.43 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.13
|
0.19 |
0.20 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.55
|
1.49 |
1.91 |
LOCAL AGENCY FURTHER INFORMATION
CURRENT MATURITIES
OF LONG-TERM DEBT DETAILS: NOT AVAILABLE
|
Sr. No. |
Check List by Info Agents |
Available in
Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
No |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact
person |
Yes |
|
11] |
Turnover of firm for last
three years |
Yes |
|
12] |
Profitability for last
three years |
Yes |
|
13] |
Reasons for variation
<> 20% |
-- |
|
14] |
Estimation for coming
financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister
concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details
(if applicable) |
No |
|
21] |
Market information |
-- |
|
22] |
Litigations that the firm
/ promoter involved in |
-- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking
account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if
applicable |
Yes |
|
29] |
Last accounts filed at
ROC |
Yes |
|
30] |
Major Shareholders, if
available |
Yes |
|
31] |
Date of Birth of
Proprietor/Partner/Director, if available |
Yes |
|
32] |
PAN of Proprietor/Partner/Director,
if available |
No |
|
33] |
Voter ID No of
Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating,
if available |
No |
UNSECURED LOAN
|
PARTICULARS |
31.03.2013 (Rs.
in Millions) |
31.03.2012 (Rs.
in Millions) |
|
Short-term
borrowings |
|
|
|
Buyers’ credit from banks |
196.995 |
195.559 |
|
|
|
|
|
Total |
196.995 |
195.559 |
|
Note: buyers’
credit facility: - The unsecured buyers’ credit facility is provided by Citibank and
DBS Bank. - Interest rates for buyers’ credits are multiline rates ranging
between 1.25% p.a. and 4.18% p.a. (as mutually agreed) |
||
REVIEW OF
PERFORMANCE:
Financial Year 2012-13 was toughest with overall Indian economy growing
by just 5% (source: CSO, advance estimate – real GDP growth at factor cost). In
spite of being tough year, the company has achieved satisfactory growth figures
in total revenue as well as profits. Performance highlights of the company
during the period are as follows:
Standalone sales and other income reached Rs.16036.000 Millions
witnessing a growth of 9.47%, as compared to Rs.14649.000 Millions in the
previous year due to growth in circulation and advertisement revenue.
Standalone profit after tax (PAT) for the year was Rs.2306.000 Millions,
10.6% increase as against Rs.2085.000 Millions in the previous year.
The Consolidated gross revenue of the Company increased to Rs.16137.000
Millions from Rs.14755.000 Millions in the previous year, whereas the
consolidated PAT stood at Rs.2181.000 Millions as against Rs.2023.000 Millions
of the previous year.
Review of Performance of Emerging Editions:
The past experience indicates that any new edition launched
takesabout3-4 years for stabilization and for earnings.
The long term results of the corporate growth strategy would be seen in
the forthcoming years post stabilization of the emerging editions.
OPERATING RESULTS
AND FUTURE OUTLOOK:
Despite the challenging environment in the media and entertainment
industry, the company has achieved growth in profits through sustained growth
in revenues and controlled costs.
The company is largest print media company in India that publishes 8
newspapers with 65 editions, 199 sub-editions in 4 multiple languages (Hindi,
Gujarati, English and Marathi) across 13 states in India. With a combined
average daily readership of 19.800 Millions, it is one of the largest newspaper
groups in India. The group has achieved various landmarks in respect of each of
its newspapers like single largest read title in Urban areas (Dainik Bhaskar –
956.000 Millions readers), fastest growing Marathi newspaper in Aurangabad and
Nashik with best profile of readers (Divya Marathi – 40% of its readers in
Aurangabad and 54% of its readers in Nashik belonging to Socio Economic Class
(SEC) A and B), the only non-metro newspaper with more than 1.000 Millions
readers in a city (Dainik Bhaskar in Jaipur) and the only Gujarati newspaper
with more than 1.000 Millions readers in a city (Divya Bhaskar in Ahmedabad).
In the year 2012-13, the company further strengthened its foothold over central
Maharashtra with 5 editions of its Marathi newspaper 'Divya Marathi' in
Aurangabad, Nashik, Jalgaon, Ahmednagar and Solapur.
The company's other business interests span the FM radio segment through
the brand 'My FM' with presence in 7 states and 17 cities and a strong online
presence in Digital Media – the internet portals.
Radio business has retained the leadership position in the 17 FM
stations running across India. As per the latest RAM / IRS / ORMAX research MY
FM was No. 1 in 13 stations and a strong No. 2 in the rest of the stations. MY
FM commands a leadership position at an overall level in retail market share
which fact is reinforced by 20 national and 7 international awards won by the
radio business. All this has resulted into strong advertisement growth of 20%
in FY 2012-13 and operating profit growth at an impressive 74% YOY.
The future of Radio business is looking positive, especially as the
Phase III auctions are expected to happen in FY 2013-14 and they will bring a
great opportunity for the Radio business to grow further. A CII-Ernst and Young
report said that the FM radio segment is expected to grow by Rs.23000.000
Millions at a Compounded Annual Growth Rate (CAGR) of 18% within three years
after Phase-III implementation.
Major events
during the year:
Launch of 'Uttar
Pradesh online-only' version:
Dainik Bhaskar Group is India's largest newspaper group that
publishes8newspapers with 65 editions, 199 sub-editions in 4 multiple languages
(Hindi, Gujarati, English and Marathi) across 13 states in India. It enjoys a
combined average daily readership of 19.800 Millions.
During the year under consideration, although no new edition was
launched, in April 2013, in a first-of-its-kind ever, the Uttar Pradesh edition
of was launched which is an 'online-only' version. This is unprecedented as no
media group has ever done something so dramatic. Dainik Bhaskar, having
recognized the immense power of world-wide-web, understanding the need of
giving Uttar Pradesh a massive platform, has made this out-of-the-box move.
This will be the first time that a major Indian media house will have an
online-only version without Print / TV backing in a state.
It is a well thought out and carefully planned move and the group has
thrown its massive muscle behind this 'experiment' of sorts. It has recruited
reporters in the major cities of Uttar Pradesh including Lucknow, Varanasi and
Agra. These reporters are equipped with high-tech gadgets to upload news,
photographs and videos on the go, reporting news as it happens live, 24X7. This path-breaking step is taken with the
help of in-house news portal of the group viz.
Re-launch of
dailybhaskar.com:
As a yet another bold step into the online news segment,
DailyBhaskar.com, the English venture was re-launched in a fresh new cool and
attractive avatar. It is a content site and has a lot more than just news, and
that too in a glitzy new look, at a pace that's matched only by the need for
fun. This 'coolest site' is designed for a cooler and younger audience, is a
lot more visual and has content for fashion, health, luxury and celebs, in
addition to latest gossip on Bollywood, television and the entire glamour
world. It also has travel tips, jokes, gadgets, autos, jeevan mantra and games.
It carries real time news from the cities like Jaipur, Bhopal, Indore,
Ahmedabad, Delhi, Mumbai and Chandigarh by leveraging the extensive Dainik
Bhaskar news gathering network, giving a live update on what's happening in
these cities in addition to national and world news.
Stake Sale by
Promoters pursuant to statutory requirements:
SEBI vide circulars dated December 16, 2010 and February 8, 2012 amended
Clause 40Aof the Listing Agreement mandating minimum public shareholding in any
listed company at 25% and providing various methods to raise such public
shareholding to the prescribed level of 25% before the time limit of June,
2013.
After the open market sale of shares in December, 2011 and the first
tranche of 'Offer For Sale (OFS)' in May, 2012, the total promoters'
shareholding in the company was further reduced to statutory ceiling of 75% in
November, 2012 vide the second tranche of OFS.
Merger of Synergy
Media Entertainment Limited:
Synergy Media Entertainment Limited., a 100% subsidiary of D. B. Corp
Limited., was merged into I Media Corp Limited., another 100% subsidiary of D.
B. Corp Limited. w.e.f. 1 April, 2012, the 'Appointed Date' as per the Scheme
of Arrangement and Amalgamation approved by the Hon'ble High Court of Madhya
Pradesh, Principle Seat at Jabalpur vide its order dt. 30 April, 2013.
Demerger of 'Internet
Business' of I Media Corp Limited Into the Company:
It is proposed to demerge the Internet and Mobile Interactive Service
Business of I Media Corp Limited., the wholly-owned subsidiary of the Company
into D. B. Corp Limited. subject to the approval of the members of both the
companies and the necessary statutory approvals w.e.f. 1 April, 2013, the
'Appointed Date' as per the proposed Scheme of Arrangement. The process of
obtaining all these approvals has started and is expected to be completed during
the FY 2013-14.
CSR Activities by
Dainik Bhaskar Group:
In line with its vision, Dainik Bhaskar Group contributes back to the
society and the environment through Corporate Social Responsibility (CSR)
activities. With active participation from general public, employees of the
group as well as the promoters of the group, various activities across several
states are taken up, such as:
·
‘Save Water' – an obvious conservation move for
water resources
·
‘Ek Ped Ek Zindagi' - 'Planting at least one tree
in one's lifetime' and contributing one's share in preserving environment
through tree plantation (Contribution in 2011 -1,00,000 trees planted and
Contribution in 2012 - 2,27,000 trees planted)
·
‘Vastradaan' providing warm clothes during the
fierce winters to needy and under-privileged people (Contribution 2011
-1,59,000 clothes distributed and Contribution in 2012 -14,60,000 clothes
distributed)
·
‘Annadaan' organised during the 'Joy of Giving'
week appealing the masses to contribute rice/wheat/grains/pulses for the needy
segment of the society (Contribution in 2011 - 1,00,000 kgs and Contribution in
2012 - 15,00,000 kgsof foodgrain)
Awards and
Accolades:
During the year, Dainik Bhaskar Group was honoured with many
awardsandaccolades for the efforts and initiatives taken in different areas:
Print Division:
·
India Book of – 67,130 entries in 'Junior Editor
2011' competition– largest number of handwritten newspapers by students
·
Guinness Book of World – 'Brain Hunt 2012' – 'Largest
Writing Competition' - 3,00,874 entries from more than 2,500 schools
·
Recognition by The India Book of Records - The
Brain Hunt 2012 - 80,000 qualifying entries - writing a letter to the President
of India sharing ideas on 'How can their make India even a better country' -
recorded as the 'Largest number of letters written to the President of a
Country
·
Superbrand council of India – 'one of the strongest
Consumer Superbrand' based on the brand success and consumer's faith and trust
·
Brand Slam Awards for Excellence in Newspaper –
Dainik Bhaskar - for excellence in design, usefulness and clarity of
information
·
Guinness Book of World Records - Divya Bhaskar -
'Largest Gathering of People dressed as Gandhiji for a Dandi March' on the
occasion of Gandhi Jayanti on 2 October, 2012 – 891 kids dressed as Gandhiji
·
Limca Book of Records as 'The Largest Wishing
Board' – 'Wish India Campaign' – 7,500 kids from 67 schools wished Team India
for Olympics 2012 on a one kilometer cloth wall
·
Limca Book of Records for 'Longest Painting Record'
– Dainik Bhaskar, Jaipur – with theme 'Mere Sapno ka Jaipur' – 20,116 students
participated to create a 13.2 km long painting
‘MY FM' Radio:
·
5 Golden Mike Awards (including 2 Gold) for Best
Public Service Initiative by a radio station – 'Ek Rupiya Abhiyaan' and best
use of branded content or sponsorship on radio – 'Borderless radio – Azaadi
sarhado se'
·
Mobby's Awards for Best Mobile Application –
outstanding achievement across all aspects of mobile landscape and excellence
in mobile entertainment and technology
Harrish M Bhatia of MY FM - conferred with Brand Slam Leadership Award
for CEO in Individual category Asian Leadership Awards for 'Radio Station of
the Year' -highlights, recognises and rewards an organisation's ability to
steer its businesses through turbulent times, applying the best of business
modules to manage and keep its missions
afloat CMO Asia Awards for excellence in branding and marketing - 'Radio
Station of the Year award' at the 2 year in a row -dedicated to a high level
knowledge exchange through opinion, leadership and networking amongst decision
makers across industry segments in Asia
India Radio Forum 2012 - the Best Radio Promo – in-house (Gujarati)
award on Gujarati Divas
Other Initiatives
hosted by Dainik Bhaskar Group:
·
‘DB Yearbook 2012', an Annual Yearbook in a premium
coffee-table book format - a pioneering effort of journalism reflected through
the views of leading journalists, writers and specialists in various categories
like Politics, Business, Sports, Fashion, Lifestyle, etc.
·
‘No Paid News' campaign during elections period in
Gujarat- for the first time by any media publication in election history of
Gujarat
·
‘Zid Karo Duniya Badlo' campaign of 2008 - with an
enhanced thought, an always-existent option and a tool with all of us the power
of positive 'NA' - encouraging people to say 'NO' to things not in sync with
their values, a simple individualistic choice that can collectively impact the
whole societal fabric - 'No', in a way, becomes the magic key to living the
life with integrity
·
Launch of second edition of 'a one of its kind'
compilation of the 'Best of Print-ads in India - MOSAIC' - the best Print
Campaigns by creative leaders of leading advertising agencies across India -
addresses the lack of a collection of great print work produced by Indian
agencies and their creative teams - acknowledges and reflects creative
ingenuity of advertising in India
·
The first ever 'JIYO DIL SE Award' in the city of
Jaipur hosted by 'MY FM' to acknowledge the extraordinary achievements of
ordinary people, who brought a difference in the lives of other people - the
two-and-half months long campaign culminating in 18 finalists being recognised
for their work across various fields like public service, health and sanitation,
sports, environment, etc. based on jury rating and public voting and vetted by
Ernst and Young, the official tabulators – a huge success, supported by an
eminent jury and attended by important dignitaries and VIPs including the Chief
Minister of Rajasthan Mr. Ashok Gehlot
·
'India Pride Awards' - the event acknowledging the
role of PSU's in India's progress by awarding them for excellence -an annual
event which has been graced by the Home Minister Mr. P. Chidambaram, the then Finance
Minister of India - Mr. Pranab Mukherjee and Deputy Chairman of the Planning
Commission Mr. Montek Singh Ahluwalia
Subsidiaries:
The two subsidiaries of the Company, as on the date of this report:
(1) I Media Corp Limited (IMCL): 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
the user.
The 250.000 Millions page views mark and 10.000 Millions Unique Visitors
mark. This is largely because of the rich experience that the websites offer
the readers – fastest news, exhaustive views peppered with numerous photographs
and videos to aid in the storytelling. The other part of this amazing growth
story comes from the aggressive approach to the local news taken by these
websites by revamping their hyper local verticals in cities like Jaipur,
Indore, Bhopal, Chandigarh, Ranchi and Ahmedabad among others.
The unique and interesting content in sections like Jeevan Mantra,
Bollywood, Celeb, Brands, Gadgets and the user engagement factor ensure that
the average time spent on the site is astonishing 11+ minutes.
In today's competitive environment, an advertiser requires 360 degree
solutions to convey its products and services to end consumers. In the process,
apart from print, digital and radio medium, outdoor event activities are
gaining enormous importance due to direct engagement with the end consumer.
IMCL has also been in 'Events Business' which offers the customer 'one-stop
shop' for all its advertising needs. With its core competency in said
activities, it has been providing innovative solutions to advertisers. During
the Financial Year2012-13, the subsidiary earned Total Revenue of Rs.122.000
Millions.
In December, 2012, D. B. Corp Limited acquired remaining 45% shares of
IMCL and IMCL became wholly-owned subsidiary of D. B. Corp Limited.
To attain synergies of business and to minimise the administrative and
compliance costs, Synergy Media Entertainment Limited (SMEL), another
wholly-owned subsidiary of D. B. Corp Limited was merged into IMCL. The merger
petitions of both the companies were approved by the Hon'ble High Court of
Madhya Pradesh, Principle Seat at Jabalpur vide its order dt. 30 April, 2013
and SMEL was merged into IMCL with effect from 1 April, 2012, the 'Appointed
Date'. As such, separate accounts of SMEL will not be compiled effective FY
2012-13.
Further, it is proposed to demerge the Internet and Mobile Interactive
Service Business of IMCL into D. B. Corp Limited w.e.f. 1 April, 2013, the
'Appointed Date' as per the proposed Scheme of Demerger, subject to approval of
the members of both the companies and the necessary statutory approvals. The
process of obtaining all these approvals has started and is expected to be
completed during the FY 2013-14. After the demerger, IMCL will continue doing
'Events Business'.
(2) Divya Prabhat
Publications Private Limited (DPPPL):
DPPPL is also in print media publishing 'Prabhat Kiran' a leading
afternoon daily in the city of Indore. It is aimed and targeted at business
community and more local issues. During the year despite tough economic
condition and market competition, it achieved a turnover of Rs.52.140 Millions
as compared to Rs.53.680 Millions in the previous financial year.
During the year, the company has been driving circulation scheme in the
market which resulted into growth of 3,000 copies (approx) per day and it is
expected to achieve the mark of 7000 copies in the FY 2013-14. The higher
circulation will also help in increase of advertisement revenue.
MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
OVERVIEW:
Economy and Media
and Entertainment Industry (M and E Industry)
n 2012, the overall Indian economy slowed down due to both domestic and
external factors. Domestically, higher inflation slowed consumption demand.
Moreover, corporate and infrastructure investments were also pulled down by the
tightened monetary policy as well as policy bottlenecks. Externally, a slowing
global economy weighed down by the continued crisis in the Euro area and
uncertainty in the US Fiscal policy also increased risks to rd growth. Latest 3
quarter estimates of Central Statistical Organization (CSO) indicate a 5%
growth in real GDP in 2012-13, against a growth of 6.2% posted in 2011-12.
These factors resulted in a challenging year for the M and E Industry.
However Q4 of 2012-13 showed up some good signs of an improvement. Indian
Government has again started 2 phase of reforms related to infrastructure
including power as well as easing out monetary policy which is expected to
provide much needed boost to industry as well as bringing around positive
sentiments for public as well as investors.
As per FICCI – KPMG Report 2013, in calendar year 2012 overall Indian
Media and Entertainment Industry grew @ 12.6% with Print Industry growing at
7.3% yoy. Advertising Revenue for the M and E industry grew at 9.1% yoy in
2012. In case of Print, Advertising revenue grew by 7.6% as compared to 10.6%
in 2011. However, regional print advertisement pie grew impressively around
10%, in spite of weak economic conditions which appears to have bottomed out.
Further, another important aspect is that Print continues to hog the limelight
of total Media Advertisement pie with highest share of 46% of Media Advertising
Revenue.
Hindi and Vernacular print markets are growing at a faster pace than
English. On the back of huge population size of around 90% residing in tier II
and III towns (Source: Indian Census Report, 2011) and with rising literacy,
per capita income and per capita consumption and low print media penetration as
well as continued tide of advertisers wanting to spend in these markets, both
Hindi and Vernacular, advertisement revenue grew at 10% yoy in 2012, as
compared to 11% and 17% respectively in 2011. In 2012, Hindi and Vernacular
print market has 61% share of print advertising revenue, as compared to 59% in
2011.
Print Industry is expected to grow at CAGR of 8.7% over next 5 years
with Hindi and Vernacular markets growing at around 11% CAGR and English
growing at 4.8% CAGR. Industry expects increase in market share of vernacular
newspapers largely due to volume growth driven by the launch of new local editions
and gradual improvement in advertisement rates of these markets.
OPERATIONS AT
GLANCE:
Year 2012-13, was marked by the consolidation process. During the year,
D. B. Corp Limited (DBCL) worked on consolidating its position in the existing
markets. The thrust was mainly on strengthening the company's foothold in
existing markets and enhancing the competitive position in newly entered
markets of Jharkhand and Maharashtra.
During the year, Dainik Bhaskar Group continued to stand out as one of
the highly trusted and admired media conglomerate by 19.800 millions readers
across India's fastest growing markets – as revealed by Q4, 2012 IRS data.
Leadership dominance continued in Madhya Pradesh and Chattisgarh – with a
combined readership of more than 5.000 Millions. The year also saw rise of
company's Marathi daily “Divya Marathi” on the IRS score cards. As per Q4, 2012
IRS, Divya Marathi had an average issue readership of 1.024 Millions. During
the last 6 months Divya Marathi added 0.329 Million readers which is the
highest amongst all publications in Maharashtra.
Apart from consolidation in existing markets, DBCL chartered into new
territories, but in a different way; the launch of first of its kind ever,
Uttar Pradesh Edition of which is an“online-only” version.
DBCL understands that the offer of strong, value creating content
engages and creates a bond between the readers and the publication. To achieve
this, it has forged exclusive associations with leading international
publications such as Harvard Business Review and Time Magazine and through
other international magazine collaborations, it has been bringing a huge
variety of content across issues spanning psychology, automobiles, fashion,
leadership, healthcare, etc. that have been extremely well received.
On technical front, printing facility at Indore saw the installation of
two state-of-the-art German technologies; the additions of KBA Prisma and the
FERAG Mailroom. KBA Prisma is a double width, fully automatic Web Offset Press
which can collectively print up to 1,25,000 copies per hour and renders lower
print waste compared to single width presses. FERAG Mailroom line runs at half
gripper speed and each gripper holds two copies resulting in doubling the life
of the gripper without compromising the speed.
On corporate front, during the year, DBCL acquired balance stake in its
subsidiaries “I Media Corp Limited” (IMCL) and “Synergy Media Entertainment
Limited” (SMEL) making them wholly-owned subsidiaries. Further, at the close of
the year, SMEL running event business was merged into IMCL.
FINANCIAL
PERFORMANCE (Standalone):
Sales and other
operating Income:
It comprises of newspaper sales, advertisement revenue, event management
income, job work charges and scarp and waste-paper sales. DBCL achieved a
turnover of Rs.15789.000 Millions in FY 2012-13 as compared to Rs.14418.000
Millions in FY 2011-12 registering a growth of 9.51%. While advertising revenue
grew from Rs.11220.000 Millions to Rs.11965.000 Millions registering a growth
of 6.6%, circulation revenue grew by 16.4% to Rs.2814.000 Millions.
FUTURE OUTLOOK:
DBCL ended the fiscal on a positive note in a scenario which was
impacted by contracting economic activity at a macro level and restrained
consumer spending. Management feels that forth coming financial year 2013-14
will be good in terms of overall growth of Indian economy. Government's focus
on the second phase of reforms and speedy execution is expected to provide the
much needed boost to the industry.
Management is confident of its business strategies that have visibly
yielded very positive results and will continue to refine DBCL's competitive
strengths. It will continue to strengthen its efforts in investing across resources
in people, technology, innovation, marketing and infrastructure. It is well
poised to capture all opportunities to take the organisation forward and
deliver greater shareholder value.
NATURE OF
OPERATIONS
D. B. Corp Limited (the ‘Company’) is in the business of publishing
newspapers, radio broadcasting, event management, internet and wind energy. The
major brands in publishing business are ‘Dainik Bhaskar’ and ‘Business Bhaskar’
(Hindi dailies), ‘Divya Bhaskar’ and ‘Saurashtra Samachar’ (Gujarati dailies),
‘Divya Marathi’ (Marathi daily) ,‘DNA English’, (English daily) and monthly
magazines such as ‘Aha Zindagi’, ‘Bal Bhaskar’, etc. Presently, the Company’s
radio station is on air in 17 cities under the brand name ‘My FM’. The
frequency allotted to the Company’s radio station is 94.3. The Company derives
its revenue mainly from the sale of these publications and advertisements
published in the publications and aired on radio
CONTINGENT
LIABILITIES NOT PROVIDED FOR
The Company has given Corporate Guarantee of 450,000,000 (March 31,
2012: 450,000,000) in favor of Export Development Canada on behalf of Decore
Exxoils Private Limited (Formerly known as Bhaskar Exxoils Private Limited).
The Company has also entered into an agreement with Decore Exxoils Private
Limited and Shri Ramesh Chandra Agarwal, in his personal capacity, whereby the
Company has the right for reimbursement in case it has to make payment to
lenders on account of default by Decore Exxoils Private Limited.
b) There are several defamation and other legal cases pending against
the Company and its directors. These include criminal and civil cases. There
are certain employee related cases also pending against the Company. In view of
large number of cases, it is impracticable to disclose the details of each case
separately.
The estimated amount of claims against the Company in respect of these
cases is 4,189,036 (March 31, 2012: 21,858,169). The estimated contingency in
respect of some cases cannot be ascertained. Based on discussions with the
solicitors and also the past trend in respect of such cases, the Company
believes that there is no present obligation in respect of the above and hence
no provision is considered necessary against the same.
STATEMENT OF
UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2013
(Rs.
In Millions)
|
Sr. No. |
Particular |
Quarter
Ended (Unaudited) |
|
|
|
30.06.2013 |
|
1 |
Income from
Operations |
|
|
|
a) Net Sales / Income from Operations |
4193.740 |
|
|
b) Other Operating Income |
267.730 |
|
|
Total Income
from Operations (Net) |
4461.470 |
|
2 |
Expenses |
|
|
a) Raw Material materials consumed |
1430.580 |
|
|
|
b) Changes in Inventories of Finished Goods |
(15.320) |
|
|
c) Employee Benefits Expense |
711.280 |
|
|
d) Depreciation and Amortisation Expense |
155.340 |
|
|
e) Other Expenses |
977.240 |
|
|
Total Expenses |
3259.120 |
|
3 |
Profit / (Loss)
from Operations before Other Income, Finance Cost and Exceptional Items (1-2) |
1202.350 |
|
4 |
Other Income |
44.240 |
|
5 |
Profit / (Loss)
before Finance Cost and Exceptional Items (3+4) |
1246.590 |
|
6 |
Finance Costs |
24.810 |
|
7 |
Profit / (Loss)
after Finance cost but before Exceptional Items (5-6) |
1221.780 |
|
8 |
Exceptional Items |
-- |
|
9 |
Profit / (Loss) before
Tax (7+8) |
1221.780 |
|
10 |
Tax Expense |
|
|
|
Current Tax |
435.30 |
|
|
Deferred Tax |
(5.04) |
|
|
|
430.260 |
|
11 |
Net Profit /
(Loss) after Tax (9-10) |
791.520 |
|
12 |
Extraordinary Items (net of tax expense) |
-- |
|
13 |
Net Profit / (Loss)
for the Period (11-12) |
791.520 |
|
14 |
Paid Up Equity Share Capital (per Value of the share – Rs. 10/- each fully paid) |
1833.95 |
|
15 |
Reserves excluding Revaluation Reserve as per balance sheet of
previous accounting year |
-- |
|
16 |
Earnings Per Share (EPS) (in Rs.) |
|
|
|
a) Basic |
4.32 |
|
|
b) Diluted |
4.31 |
|
Sr. No. |
Particular |
Nine
Months Ended (Unaudited) |
|
|
|
31.12.2012 |
|
A |
PARTICULARS OF
SHAREHOLDING |
|
|
1 |
Public Shareholding |
|
|
|
- Number of Shares |
45889921 |
|
|
- Percentage of Shareholding |
25.02 |
|
2 |
Promoters and
Promoter Group Shareholding |
|
|
|
a) Pledged /
Encumbered |
|
|
|
- Number of Shares |
52529718 |
|
|
- Percentage of Shares (as a %
of total shareholding of promoter and promoter group) |
3820 |
|
|
- Percentage of Shares (as a %
of total share Capital of the Company) |
28.64 |
|
|
b) Non-Encumbered |
|
|
|
- Number of Shares |
84975261 |
|
|
- Percentage of Shares (as a % of
total shareholding of promoter and promoter group) |
61.80 |
|
|
- Percentage of Shares (as a %
of total share Capital of the Company) |
46.34 |
INVESTOR
COMPLAINTS
|
PARTICULARS |
Quarter
Ended (Unaudited) |
|
|
30.06.2013 |
|
Pending at the beginning of the quarter |
Nil |
|
Received during the quarter |
6 |
|
disposed off during the quarter |
6 |
|
Remaining unresolved at the end of the quarter |
Nil |
Notes:
1) The statement of unaudited
standalone financial results for the quarter ended June 30, 2013 has been
reviewed by the Audit Committee and approved by the Board of Directors at their
respective meetings held on July 18, 2013. The Statutory Auditors have
conducted a "Limited Review" of these results in terms of Clause 41
of the Listing Agreement.
2) The figures for the
quarter ended March 31, 2013 are the balancing figures between audited figures
in respect of the full financial year ended March 31, 2013 and the unaudited
published year-to-date figures up to December 31, 2012, being the date of the
end of the third quarter of the financial year which were subjected to limited
review by the statutory auditors.
3) The Board of Directors,
in their meeting held on May 16, 2013, had approved the merger of the Internet
and Mobile Interactive Service Business of I Media Corp Limited ('IMCL'), a
wholly owned subsidiary of the Company, by way of demerging the same from IMCL
and merging it with the Company, with effect from appointed date ie. April 01,
2013. The Company is in the process of completion of statutory formalities.
4) During the quarter ended
June 30, 2013, the Company has sold its investment in a subsidiary Divya
Prabhat Publications Private Limited for a consideration of Rs.10 million.
5) The details of
utilisation of proceeds of Initial Public Offer ("IPO") as required
under Clause 43 of the Listing Agreement are as under:
|
Particulars |
Amount to be utilised as
per Prospectus |
Actual utilisation till
June 30,2013 |
Balance to be utilised /
(Excess utilised) |
|
Setting up new publishing
units |
600.00 |
818.52 |
(218.52) |
|
Upgrading existing plant
and machinery |
305.00 |
614.69 |
(309.69) |
|
Sales and marketing |
501.00 |
3.80 |
497.20 |
|
Reducing working capital
bans |
41.46 |
41.46 |
- |
|
Prepaying existing term
loans |
1,100.00 |
1,100.00 |
- |
|
Issue expenses paid out
of IPO proceeds |
142.61 |
111.60 |
31.01 |
|
Total |
2,690.07 |
2,690.07 |
- |
As per the provisions in the
Prospectus, the management of the Company had the discretion to change the
allocation as well as reschedule the utilisation of IPO proceeds proposed in
the prospectus depending on the business scenario and funding requirements.
Accordingly, the management had reallocated the proposed utilisation as
follows:
The Proceeds allocated
towards Sales and marketing expenses and IPO expenses and lying unutilised
would be used for setting up of new publishing units and upgrading the existing
plant and machinery;
The Proceeds would be
utilised for setting up of new publishing units as well as upgrading the
existing plant and machinery at locations / states in addition to the number of
locations / states mentioned in the prospectus.
The Audit Committee and the
Board of Directors of the Company at their respective meetings held on July 18,
2013 have approved the revised allocation and resultant utilisation of proceeds
of U>OtillJune30,2013.
6) Since the segment information as per
Accounting Standard 17- Segment Reporting notified by the Companies (Accounting
Standards) Rules 2006, (as amended) is provided on the basis of consolidated
financial results, the same is not provided separately for the standalone
results.
7)
Other expenses include:
(Rs. in Million)
|
Particulars |
Quarter ended |
Year ended |
||
|
|
June 30,2013 |
March 31,2013 |
June 30,2012 |
March 31,2013 |
|
Foreign exchange (Gain) /
Loss (net) |
6.06 |
(3.78) |
12.03 |
13.79 |
|
Foreign exchange (Gain) /
Loss on Buyers' Credit from Banks (net) |
19.39 |
(5.02) |
51.05 |
21.57 |
|
Total |
25.45 |
(8.80) |
63.08 |
3536 |
8)
Other income includes:
(Rs. in Million)
|
Particulars |
Quarter ended |
Year ended |
||
|
|
June 30,2013 |
March 31,2013 |
June 30,2012 |
March 31,2013 |
|
Interest Income |
28.98 |
18.09 |
32.10 |
103.26 |
|
Gain on exchange of
investments |
- |
29.47 |
- |
29.47 |
|
Excess liabilities /
provisions written back |
12.67 |
33.64 |
10.24 |
59.15 |
9) The Board of Directors in their meeting held
on May 16,2013, had recommended a final dividend of Rs.3.50 per equity share of face value off 10/-
each for the year ended March 31,2013, subject to the approval of shareholders
in the forthcoming annual general meeting.
STANDALONE
STATEMENT OF ASSETS AND LIABILITIES
(Rs. In Millions)
|
PARTICULARS |
Quarter
Ended (Unaudited) |
|
|
30.06.2013 |
|
A EQUITY
AND LIABILITIES |
|
|
1 Shareholders' funds |
|
|
(a) Share capital |
1833.960 |
|
(b) Reserves and surplus |
9706.520 |
|
Sub-total - Shareholders'
funds |
11540.480 |
|
2 Non-current liabilities |
|
|
(a) Long-term borrowings |
960.590 |
|
(b) Deferred lax
liabilities (net) |
828.700 |
|
(c) Other long-term
liabilities |
324.000 |
|
Sub-total - Non-current
liabilities |
2113.290 |
|
3 Current liabilities |
|
|
(a) Short-term borrowings |
434.570 |
|
(b) Trade payables |
963.640 |
|
(c) Other current
liabilities |
1612.210 |
|
(d) Short-term provisions |
1167.580 |
|
Sub-total - Current
liabilities |
4178.000 |
|
|
|
|
TOTAL - EQUITY AND
LIABILITIES |
17831.770 |
|
B ASSETS |
|
|
1 Non-current assets |
|
|
(a) Fixed assets |
7997.780 |
|
(b) Non-current
investments |
1553.910 |
|
(c) Long-term bans and
advances |
1460.180 |
|
(d) Other non-current
assets |
60.380 |
|
Sub-total - Non-current
assets |
11072.250 |
|
2 Current assets |
|
|
(a) Inventories |
1149.890 |
|
(b) Trade receivables |
3559.380 |
|
(c) Cash and cash
equivalents |
1015.120 |
|
(d) Short-term bans and
advances |
469.970 |
|
(e) Other current assets |
565.160 |
|
Sub-total - Current
assets |
6759.520 |
|
|
|
11) Previous quarters' / years' figures have been regrouped / reclassified wherever necessary to conform to the current period's presentation.
FIXED ASSETS
Tangible Assets
·
Land
-Freehold
-Leasehold
·
Buildings
-Freehold
-Leasehold
·
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,
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.61.12 |
|
|
1 |
Rs.94.77 |
|
Euro |
1 |
Rs.81.54 |
INFORMATION DETAILS
|
Information
Gathered by : |
SVA |
|
|
|
|
Report Prepared
by : |
KVT |
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 |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
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 |
||
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or
its officials.