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1

CO

NT

EN

TS

Particu

larsP

age N

o.

Directors' R

eport 4-13

Report on C

orporate Governance

14-21

Managem

ent Discussion and A

nalysis Report

22-24

Auditors' R

eport 25-26

Annual A

ccounts 27-50

Consolidated A

nnual Accounts

51-78

Annual A

ccounts of Subsidiaries

79-112

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 1

2

GE

NE

RA

LIN

FO

RM

AT

ION

BO

AR

D O

F D

IRE

CTO

RS

Ch

airman

: S

hri. Ram

esh Chandra A

garwal

Man

agin

g D

irector

: S

hri. Sudhir A

garwal

No

n-E

xecutive D

irectors

: S

hri. Girish A

garwal

Shri. P

awan A

garwal

No

min

ee Directo

r:

Shri. N

iten Malhan

Ind

epen

den

t Directo

rs:

Shri. K

ailash Chandra C

howdhary

Shri. A

jay Piram

alS

hri. Piyush P

andeyS

hri. Harish B

ijoorS

hri. Ashw

ani Kum

ar Singhal

Co

mpan

y Secretary

: S

hri. K. V

enkataraman

Au

dito

rs:

S. R

. Batliboi &

Associates,

Chartered A

ccountants, M

umbai, M

aharashtra A

ndG

upta Navin K

. & C

o. C

hartered Accountants,

Gw

alior, Madhya P

radesh

Reg

istered O

ffice:

Plot N

o. 280, Sarkhej-G

andhi Nagar

Highw

ay, Near Y

MC

AC

lub, Makarba,

Ahm

edabad-380051

Head

Office

: D

warka S

adan, 6, Press C

omplex, M

.P. N

agar, Bhopal-462 011, M

adhya Pradesh

Co

rpo

rate Office

: 501, 5th F

loor, Nam

an Corporate Link,

Opp. D

ena Bank, C

-31, G- B

lock, B

andra Kurla C

omplex, B

andra - East,

Mum

bai - 400051

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 2

3

AN

NU

AL

RE

PO

RT

2010-2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 3

4

Particu

larsA

mo

un

t

Profit after tax

2,584.77Less:-C

hange in Current tax and deferred tax due to

the Schem

e(268.73)

Add:-

Gain on account of reduction in M

inority interest liability

46.98P

rofit after tax without considering the effect

of the Schem

e2,363.02

Dear S

hareh

old

ers,Your D

irectors are delighted to present the 15th Annual R

eportof your C

ompany for the year ended M

arch 31, 2011.

FIN

AN

CIA

LH

IGH

LIG

HT

S( S

tandalone Results)

(Rs. in M

n)

lT

he Sales &

Other incom

e reached Rs.12616.4 M

illion wit-

nessing a

magnificent

growth

of 23%

, as

compared

toR

s.10261.4 Million in the previous year.

lT

he EB

ITD

Agrew

by 18% to R

s.4085.2 Million as against

Rs.3460.8 M

illion in the previous year.l

The profit after tax for the year under review

also registeredan im

pressive growth of 34%

with R

s.2673.2 Million, as

compared to R

s.1990.4 Million in the previous year.

lA

lso, for the year ended on March 31, 2011, the consolidat-

ed revenue

of your

Com

pany increased

to R

s.12652.4M

illion from R

s.10629.8 Million in the previous year, regis-

tering a growth of 19.0%

and the consolidated PA

Tstood at

Rs.2584.8 M

illion as against Rs.1828.0 M

illion of the previ-ous year, registering a grow

th of 41.4%.

MA

NA

GE

ME

NT

DIS

CU

SS

ION

& A

NA

LYS

IS :

The M

anagement D

iscussion and Analysis R

eport on the oper-ations of the C

ompany is provided in a separate section and

forms a part of this R

eport.

RE

VIE

W O

F PE

RFO

RM

AN

CE

OF E

ME

RG

ING

ED

ITION

S :

The past experience in the industry indicates that any new

edition launched by the C

ompany takes about 3-4 years for

stabilization and for earnings. Hence for analyzing the perfor-

mance of the com

pany, we furnish the follow

ing information

about the emerging and other editions, in the light of business

potential of the Com

pany:(R

s. in M

n)

DIR

EC

TOR

S’R

EP

OR

T

Particu

lars2010-11

2009-10

Sales &

Other Incom

e12616.38

10261.38E

BIT

DA

4085.253460.84

Financial expenses

(12.13)146.84

Depreciation/ A

mortization

427.64266.41

Profit B

efore Tax3669.76

3047.58P

rovisions for Current Tax,D

eferred tax &

other Tax Expenses

996.531057.16

Profit A

fter Tax2673.22

1990.42Transfer to G

eneral Reserves

300.00150.00

Dividend P

roposed(Including Interim

dividend and Tax on Dividend)

849.45423.87

FIN

AN

CIA

LH

IGH

LIG

HT

S( C

onsolidated Results)

(Rs. in M

n)

The consolidated results include im

pact of the demerger of radio

business of Synergy M

edia Entertainm

ent Limited (S

ME

L) intoyour com

pany and is as under : (R

s. In Mn.)

RE

VIE

W O

F P

ER

FO

RM

AN

CE

:Your D

irectors are pleased to inform the im

proved results ofyour C

ompany for the financial year ended on M

arch 31, 2011and the follow

ing highlights evidence the performance during

the said period :

In your Com

pany's endeavour to reach higher levels , post stabilization of the em

erging editions, the long term results of

the corporate

growth

strategy w

ould be

seen in

the forthcom

ing years.

OP

ER

AT

ING

RE

SU

LTS

AN

D F

UT

UR

E O

UT

LO

OK

:In line w

ith the growth plan of the com

pany, your Directors con-

tinue the consistent efforts to enhancement of value to all stake-

holders. The year under review

, has dawned w

ith substantial

SU

MM

AR

YF

INA

NC

IAL

S

PAR

TIC

UL

AR

SE

merg

ing

Ed

ition

sO

thers

Total

FY

11F

Y11

FY

11T

UR

NO

VE

RP

UB

LISH

ING

- Advt R

evenues296.00

9720.1510016.15

- Sales

135.032181.93

2316.96- O

ther Income

10.89308.44

319.33TO

TAL

INC

OM

E441.92

12210.5212652.44

New

s Print C

ost357.98

3480.503838.50

Opex

507.544275.27

4782.81To

tal Co

st865.52

7755.778621.29

EB

ITD

A(423.60)

4454.754031.15

EB

IDTA

%-95.9

36.531.9

Interest(0.16)11.43

11.27D

epreciation12.56

420.29432.84

PB

T(436.00)

4023.043587.04

PB

T %

-98.732.9

28.3

Particu

lars2010-11

2009-10

Sales &

Other Incom

e12652.44

10629.75E

BIT

DA

4031.153429.41

Financial expenses

11.27245.40

Depreciation/ A

mortization

432.84378.35

Profit B

efore Tax3587.04

2805.66P

rovisions for Current Tax , D

eferred 999.68

1057.16tax &

other Tax Expenses

Profit A

fter Tax2584.77

1828.00Transfer to G

eneral Reserves

300.00150.00

Dividend P

roposed (Including 849.45

423.87Interim

dividend and Tax on Dividend)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 4

5

opportunities for growth for the com

pany and your directorsm

arch ahead with increased zeal for scaling new

er heights in future. B

esides, in

the upcom

ing global

economy,

the M

edia and

Entertainm

ent industry has begun to witness trem

endous poten-tial for grow

th. As m

ay be seen from the levels of industrial

expansion, improved aw

areness among the consum

ers, theentry and onset of large scale corporations (both dom

estic andm

ultinational) , the business avenues for your Com

pany with

value addition to the clients is also steadily on the rise and yourcom

pany continues to be trend setter, with am

bitious plans forevery area of grow

th.L

aun

ch o

f new

editio

ns

As a next step of its continuous grow

th coupled with leadership

footprint, the company launched D

ainik Bhaskar in R

anchi inA

ugust 2010,

in B

hatinda in

Septem

ber 2010,

Jamm

u in

October

2010, in

Jamshedpur

in D

ecember

2010 and

inS

riganganagar, Alw

ar, S

ikar and

Bhilw

ara in

January 2011.

Further,

during the

year under

review,

the com

pany also

launched "D B

Star" in Jodhpur and R

aipur and "Business

Bhaskar" in Jaipur. A

dditionally, during the current year 2011-12,the com

pany launched the Dhanbad edition in A

pril 2011.T

he company has already begun it's pre-launch activities in the

state of

Maharashtra,

with

great vigor

since your

directorsbelieve that the com

pany 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 grow

th potential of the region. With high regards for

its ability to identify new m

arket opportunities and to expand itsreadership through innovative m

arket penetration strategies, asdem

onstrated in the past, your company has in place m

eticu-lous planning, stringent controls, team

creation and training , atevery stage of this project. Your directors are confident thatthese efforts w

ould bring in fruits in future.

CA

PITA

LIS

AT

ION

AN

D R

ES

ER

VE

S :

(a) Transfer to

Reserve :

As on M

arch 31, 2011 an amount of R

s.300 Millions w

as trans-ferred to G

eneral Reserve as against R

s.150 Millions in the pre-

vious year.

(b) D

ividen

d :

The B

oard of Directors are pleased to inform

that for the yearunder review

, an interim dividend @

20% (i.e. R

s. 2/= per equity

share of face value of Rs.10/- each) w

as declared and paid bythem

and they further recomm

end a final dividend @ 20%

(i.e.R

s.2/- per equity share of face value of Rs.10/=

each) for thefinancial year 2010-11. T

he total amount of dividend outgo,

including Interim

D

ividend, for

the year

2010-11, w

ill be

Rs.72,96,79,324/- as against R

s.36,30,44,210/- for the previousfinancial year.

DIR

EC

TOR

AT

E :

In accordance with the provisions of the C

ompanies A

ct 1956,and the A

rticles of Association of the C

ompany, S

hri. Harish

Bijoor

and S

hri. A

shwani

Kum

ar S

inghal, D

irectors of

theC

ompany,

retire by

rotation at

the ensuing A

nnual G

eneralM

eeting of the Com

pany and being eligible, offer themselves for

re-appointment and your directors recom

mend the sam

e.D

uring the current financial year 2011-12, the term of M

r. Sudhir

Agarw

al, as the Managing D

irector of the company w

ill expire onD

ecember 31, 2011 and he w

ill be reappointed for a further peri-od of 5 years from

January 01, 2012 to Decem

ber 31, 2016,subject to approval of the shareholders in the ensuing A

nnual

General M

eeting of the Com

pany.

RE

PO

RT

ON

CO

RP

OR

AT

E G

OV

ER

NA

NC

E :

Aseparate report on C

orporate Governance as stipulated under

Clause 49 of the Listing A

greement w

ith the Stock E

xchangesform

s part of the Annual R

eport along with the C

ertificate fromthe A

uditors of the Com

pany, confirming com

pliance with the

provisions of Corporate G

overnance.

DE

MA

TE

RIA

LIZ

AT

ION

OF

SH

AR

ES

:T

he Com

pany has continued its tie up with N

ational Securities

Depository Lim

ited (NS

DL) and C

entral Depository S

ervices ofIndia Lim

ited (CD

SL) for dem

aterialization of the shares of theC

ompany. A

ccordingly, the shares of the Com

pany are availablefor dem

aterialization and can be traded in demat form

.

ES

OP

s :T

he Com

pany has granted Stock O

ptions to the employees

under the "DB

CL-E

SO

S-2008" and "D

BC

L- E

SO

S 2010". T

heparticulars required to be disclosed as per clause 12 of S

EB

I(E

mployees

Stock

Option

Schem

e and

Em

ployees S

tockP

urchase Schem

e) Guidelines, 1999 are set out in an A

nnexureto this R

eport. F

urther, with a view

to reward, m

otivate and retain the talentedbrain and to share the grow

th of the organisation with it's tena-

cious manpow

er resources , pursuant to the resolution passedat shareholders' m

eeting held on March 24,2011, the C

ompany

has em

barked on

another

E

mployee

Stock

Option

Plan

(ES

OP

) called

as "D

BC

L-

ES

OS

2011"

under w

hich the

employees of your C

ompany and its subsidiaries in India and

abroad as determined by the C

ompensation C

omm

ittee in itsow

n discretion will be entitled to receive up to 30,00,000 stock

options, in many tranches. A

s the options under this scheme are

in the process of being granted to the employees, in different

tranches, applicable details regarding the same are also fur-

nished in an Annexure to this R

eport.

SU

BS

IDIA

RY

CO

MPA

NIE

S &

TH

EIR

BU

SIN

ES

S :

The D

irectors are also pleased to inform that the follow

ing sub-sidiaries of your C

ompany, as on the date of the report, are per-

forming in a com

mendable m

anner.

(1) Syn

ergy M

edia E

ntertain

men

t Lim

ited (S

ME

L)

With a view

to reach advertisers with offering(s) of attractive

combined advertising options in the F

M R

adio medium

and printm

edium and to achieve operational synergies and generating

larger advertising revenue and better customer satisfaction, as

a result of radio's increasing market share in m

edia advertising,the m

anagement of your com

pany had considered it prudent,tim

ely and appropriate to de-merge the radio business of S

ME

Linto your com

pany. Accordingly, on com

pletion of all the relatedprocedures,

including approvals

of the

Shareholders,

stocke

xcha

ng

es,

oth

er

statu

tory

au

tho

rities,

for

Sch

em

e

of

Arrangem

ent in accordance with S

ections 391 through 394, andother applicable provisions, of the C

ompanies A

ct, 1956, andthe

approval of

the H

on' ble

High

Court

of G

ujarat at

Ahm

edabad and the Hon'ble H

igh Court of M

adhya Pradesh at

Jabalpur, the radio business of SM

EL, w

as demerged into your

company. T

he Schem

e of Arrangem

ent has April 01, 2010 as

the appointed date and subsequent to the completion of all the

above procedures, the same has com

e into effect, with the

Effective D

ate as March, 30, 2011.

As a result, all the license for 17 stations, under the nam

e "My

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 5

6

FM

", across the northern and western part of the country, have

now becom

e part of your company. T

his provides your compa-

ny the synergy in operations as both businesses complem

enteach other and also for cost savings, as com

mon infrastructure

is being used. Therefore, this brings in the benefit of R

adio busi-ness also into our fold. S

ME

Lhas achieved E

BIT

DA

of Rs.9.48 M

illions after reachingbreakeven in the previous year, driven by a top line grow

th ofaround 30%

in the shortest period of time of launch of its all

Stations and in an aggressive m

edia foray, reflects our growing

position and strong value proposition to customers. "M

YF

M" is

able to offer corporate customers integrated m

edia solutions forpan-India prom

otional campaigns. Its presence across these

cities allows custom

ers an extensive reach to Tier 2 and 3 cities,enabling the com

pany to provide value added advertisement

solutions.

(2) I Med

ia Co

rp L

imited

(IMC

L) :

India already ranks No.3 in the w

orld in terms of Internet users

with m

ore than 100 million users as per G

oogle and the actualpenetration to the grass-root levels is yet to happen, and thecom

pany foresees a huge potential for it's digital business.IM

CL,

the digital

arm

of D

ainik B

haskar group

is already

amongst the largest internet players am

ongst the media com

-panies w

ith increasing numbers of P

age View

s and reach andhas grow

n substantially, year over year, by focusing complete-

ly on content and the needs of user and there is a huge oppor-tunity to build an even larger content play on the internet.A

t present the company is operating portals in 4 languages by

the

n

am

e

of

Da

inikb

ha

skar.co

m,

Divya

Bh

aska

r.com

,D

ivyaMarathi.in and D

ailyBhaskar.com

. These portals are not

only about news but are also actually a one stop destination for

all content needs of all. The com

pany will continue to focus on

these portals and at the same tim

e venture into new avenues of

niche content to continue with the pace at w

hich it is growing.

Further to scale its corporate objective, the C

ompany is in the

process of adding value to it's online business development by

availing the natural synergies between the print and the W

ebm

edia.

AU

DITO

RS

:M

/s S

. R

. B

atliboi &

A

ssociates., C

hartered A

ccountants,M

umbai and M

/s Gupta N

avin K. &

Co, C

hartered Accountants,

Gw

alior, the Joint Statutory A

uditors of your company, w

ill retireat the conclusion of the forthcom

ing Annual G

eneral Meeting of

your Com

pany. Being eligible, they offer them

selves to holdoffice as joint auditors from

the conclusion of the ensuing Annual

General m

eeting until the conclusion of the next Annual G

eneralM

eeting of the Com

pany.T

he A

uditors' R

eport read

with

notes to

accounts is

self-explanatory and hence, needs no further clarification.

PU

BL

IC D

EP

OS

ITS

:Your C

ompany has not accepted or invited any deposits from

public within the m

eaning of Section 58 A

of the Com

panies Act,

1956, during the year under review.

PE

RS

ON

NE

L:

In terms of the provisions of S

ection 217(2A) of the C

ompanies

Act, 1956 and the C

ompanies (P

articulars of Em

ployees) Rules

1975, nam

es and

other particulars

of the

employees

arerequired to be set out in the annexure to this report. H

owever,

as per the provisions of Section 219(1)(b)(iv) of the C

ompanies

Act, 1956, the R

eport and Annual A

ccounts of the Com

panysent to the shareholders do not contain the said A

nnexure. Any

shareholder desirous of obtaining a copy of the said annexurem

ay write to the C

ompany S

ecretary at the Registered O

ffice ofthe C

ompany.

TE

CH

NO

LO

GY

AB

SO

RP

TIO

N &

FO

RE

IGN

EX

CH

AN

GE

MA

NA

GE

ME

NT:

(a) Techn

olo

gy A

bso

rptio

n

The

Com

pany is

using m

anufacturing technology,

which

ism

ostly indigenous and is the latest and advanced. The em

ploy-ees of the C

ompany are trained periodically and adequately to

enable them

to

understand the

related technology

and the

effects of such training result in improved efficiency in the oper-

ations of the Com

pany.

(b) F

oreig

n E

xchan

ge E

arnin

g &

Ou

tgo

The C

ompany earned F

oreign Exchange of R

s. NIL./-. F

oreignexchange E

xpenses on account of financial expenses duringthe year w

as Rs.2,41,32,816/- and on account of traveling and

other expenses was R

s.25,52,660/-.

HU

MA

N R

ES

OU

RC

ES

& IN

DU

ST

RIA

LR

EL

AT

ION

S:

Your Directors w

ould like to place on record their sincere appre-ciation for all em

ployees, at all levels, for their relentless service.D

uring the year under review, the industrial relations have been

very cordial.

DIR

EC

TOR

S' R

ES

PO

NS

IBIL

ITY

STA

TE

ME

NT:

As required under the provisions of S

ection 217 (2AA

) of theC

ompanies A

ct, 1956, we confirm

that:1.

in the preparation of the annual accounts, the applicableaccounting standards have been follow

ed;2.

the directors had selected such accounting policies andapplied them

consistently and made judgm

ents and esti-m

ates that have been reasonable and prudent so as to givea true and fair view

of the state of affairs of the Com

pany atthe

end of

the financial

year and

of the

profit of

theC

ompany for the year under review

;3.

the directors had taken proper and sufficient care for them

aintenance of

adequate accounting

records in

accor-dance w

ith the provisions of this Act for safeguarding the

assets of the Com

pany and for preventing and detectingfrauds and other irregularities

4.the directors had prepared the annual accounts for thefinancial year ended 31st M

arch, 2011 on a "going concern"basis;

AC

KN

OW

LE

DG

EM

EN

TS

:

Your Directors take this opportunity to express their gratitude to

the producers, vendors, investors, banks, financial institutions,C

entral and State G

overnments and other authorities for their

valuable guidance and continuous support.

For and on behalf of the B

oard of Directors

(Ram

esh C

han

dra A

garw

al)C

hairman

PLA

CE

: Mum

bai D

AT

E: M

ay 18, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 6

7

Particu

larsD

etails

Options granted (net) as per S

hare holders’approval7,00,000

Vesting S

chedule20%

each for 5 years

Pricing F

ormula

Exercise P

rice Rs.124/=

50% discount to the average of

closing market price of the first 30 trading days post IP

O.

(The m

arket price on the stock exchange showing the

highest volume of trading w

ould be considered)

Total number of options granted

4,13,427

Options V

ested91,653

Options E

xercised36,126

The total num

ber of shares arising as a result of exercise of options

36,126

Options lapsed / cancelled

1,02,217

Variation of term

s of optionsN

IL

Money realised by exercise of options

Rs.44,79,624/-

Total number of options in force

275084

Details of options granted to

(a)D

irectors (b)

Key M

anagerial Personnel

Dr. B

harat Agarw

alM

r. P.G. M

ishraM

r. R.D

. Bhatnagar

No options w

ere granted during the year.M

r. Shravan G

arg

(c)A

ny other employee w

ho received a grant in any one year of options am

ounting to 5% or

more of the options granted during the year

(Includes ex-employees and group C

ompany em

ployees)N

il

(d)Identified em

ployees who are granted options,

during any one year equal to exceeding 1% of the

issued capital (excluding outstanding warrants and

conversions) of the Com

pany at the time of grant

(includes ex-employees and group C

ompany em

ployees)N

il

Fully diluted E

PS

on a pre-issue basis for Fiscal 2011

Rs.14.70

Difference, if any, betw

een employee com

pensation cost (calculated using the intrinsic value of stock options) and the em

ployee compensation cost

(calculated using the fair value of stock options)(*)S

ee Note below

Weighted average exercise price either equals or exceeds or

No options w

ere granted during the year and is less than the m

arket value of the shareshence not applicable.

Weighted average fair values of options w

hose exercise N

o options were granted during the year and

price equals or is less than the market value of the stock.

hence not applicable.

(An

nexu

re pu

rsuan

t to th

e DB

CL

-ES

OS

-2008)In

form

ation

requ

ired to

be d

isclosed

un

der S

EB

I ( ES

OS

and

ES

PS

) Gu

idelin

es, 1999(F

or th

e Fin

ancial Y

ear end

ed o

n M

arch 31, 2011)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 7

8

Particu

larsD

etailsA

ssumptions

No options w

ere granted during the year and E

xercise Price

hence not applicable.R

isk free Rate

Time to M

aturityE

xpected Volatility

Expected D

ividend Rate

Closing M

arket Price of S

hare on the dateof option grant

Lock-inN

il

Impact on profits and E

PS

of the last three yearsN

ot applicable

(*) Please see the N

ote for the same item

under the particulars furnished for DB

CL-E

SO

S-2010.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 8

9

Particu

larsD

etailsO

ptions available for grant to employees as per E

SO

PS

cheme

6,00,000

Pricing F

ormula

Rs.168/-

Exercise P

rice at a discount up to a maxim

um of 30%

tothe M

arket price, where the M

arket price shall be the closing m

arket price one day prior to the date of any G

rant, on the stock exchange where highest trading

volume is registered and w

here the quantum of

Discount shall be decided by the C

ompensation

Com

mittee for each of the G

rant of options

Total number of O

ptions Granted

4,91,203

Options V

estedN

IL

Options E

xercisedN

IL

The total num

ber of shares arising as a result of exercise of options

NIL

Options lapsed/surrendered/forfeited

16,494

Variation of term

s of optionsN

IL

Money realised by exercise of options

NIL

Total number of options in force

4,74,709

Details of options granted to

(a)D

irectorsN

IL(b)

Key M

anagerial Personnel

Dr. B

harat Agarw

al10,000

Mr. P.G

. Mishra

7,934M

r. R.D

. Bhatnagar

5,100M

r. Shravan G

arg3,129

(c)A

ny other employee w

ho received a grant in any one year N

ilof options am

ounting to 5% or m

ore of the options granted during the year (Includes ex-em

ployees and group C

ompany em

ployees)

(d)Identified em

ployees who are granted options, during any

Nil

one year equal to exceeding 1% of the issued capital

(excluding outstanding warrants and conversions) of the

Com

pany at the time of grant (includes ex-em

ployees and group C

ompany em

ployees)

Fully diluted E

PS

on a pre-issue basis for Fiscal 2011

Rs. 14.70

Difference, if any, betw

een employee com

pensation (*) S

ee note belowcost (calculated using the intrinsic value of stock options) and the em

ployee compensation cost (calculated using the fair value of

stock options)

(An

nexu

re pu

rsuan

t to th

e DB

CL

-ES

OS

-2010)In

form

ation

requ

ired to

be d

isclosed

un

der S

EB

I ( ES

OS

and

ES

PS

) Gu

idelin

es, 1999(F

or th

e Fin

ancial Y

ear end

ed o

n M

arch 31, 2011)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 9

10

Particu

larsD

etailsW

eighted average exercise price either equals or exceeds or isless than the m

arket value of the sharesLess than M

arket Price - R

s. 168

Weighted average fair values of options w

hose exercise price equals or is less than the m

arket value of the stock.Less than M

arket Price - R

s. 124.97

Assum

ptionsE

xercise Price

Rs.168/-

Risk free R

ate7.10

Time to M

aturity4.5years

Expected V

olatility30.81%

Expected D

ividend Rate

0.31%C

losing Market P

rice of Share on the date of option grant

Rs.242.50

Lock-inN

il

Impact on profits and E

PS

of the last three yearsN

ot Applicable since options w

ere granted only in M

ay-2010

March

31 ,2011 ( Rs.)

Profit as reported

267,32,31,385

Add: E

mployee stock com

pensation under intrinsic value method

18,665,802

Less: Em

ployee stock compensation under fair value m

ethod30,462,660

Perfo

rma p

rofit

2,661,434,527

Earn

ing

s Per S

hare

Basic- A

s reported14.73

- As adjusted

14.66

Dilu

ted

- As reported

14.70

- As adjusted

14.64

(* ) The stock based com

pensation cost calculated as per the intrinsic value method for the period from

April 01, 2010 to M

arch 31,2011 is R

s. 18,665,802/-. If the stock based compensation cost w

as calculated as per the fair value method prescribed by S

EB

I (E

SO

S) G

uidelines 1999, the total cost to be recognized in the financial statements for the period from

April 01, 2010 to M

arch 31,2011, w

ould be Rs. 30,462,660/-. T

he effect of adopting the fair value method on the net incom

e and earnings per share as presented below

:

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 10

11

Particu

larsD

etailsO

ptions available for grant to employees as per E

SO

PS

cheme,

as approved by shareholders, to be granted in various tranches30,00,000

Vesting schedule :

Options granted under D

BC

L-ES

OS

-2011 would vest not

less than one year but not more than seven years from

the date of grant.

Pricing F

ormula

Exercise P

rice at a discount up to a maxim

um of 90%

to the M

arket price , where the M

arket price shall be the closing m

arket price one day prior to the date of any G

rant, on the stock exchange where highest trading

volume is registered and w

here the quantum of

Discount shall be decided by the C

ompensation

Com

mittee for each of the G

rant of options

Total number of O

ptions Granted

NIL

Options V

estedN

IL

Options E

xercisedN

IL

The total num

ber of shares arising as a result of exercise of options

NIL

Options lapsed/surrendered/forfeited

NIL

Variation of term

s of optionsN

IL

Money realised by exercise of options

NIL

Total number of options in force

NIL

Details of options granted to

(a)D

irectors N

IL(b)

Key M

anagerial Personnel

Options not granted as on M

arch 31, 2011

(c)A

ny other employee w

ho received a grant in any one year of options am

ounting to 5% or m

ore of the options granted during the year (Includes ex-em

ployees and groupC

ompany em

ployees)N

il

(d)Identified em

ployees who are granted options, during any

one year equal to exceeding 1% of the issued capital

(excluding outstanding warrants and conversions) of the

Com

pany at the time of grant (includes ex-em

ployees and group C

ompany em

ployees)N

il

Fully diluted E

PS

on a pre-issue basis for Fiscal 2011

Not A

pplicable

Difference, if any, betw

een employee com

pensation cost (calculated using the intrinsic value of stock options) and the em

ployee compensation cost (calculated using the fair

value of stock options)N

ot applicable

Weighted average exercise price either equals or

exceeds or is less than the market value of the shares

Not applicable

(An

nexu

re pu

rsuan

t to th

e DB

CL

-ES

OS

-2011)In

form

ation

requ

ired to

be d

isclosed

un

der S

EB

I ( ES

OS

and

ES

PS

) Gu

idelin

es, 1999(F

or th

e Fin

ancial Y

ear end

ed o

n M

arch 31, 2011)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 11

12

Particu

larsD

etailsW

eighted average fair values of options whose exercise price

equals or is less than the market value of the stock.

Not applicable

Assum

ptionsE

xercise Price

Risk free R

ateTim

e to Maturity

Expected V

olatilityE

xpected Dividend R

ate C

losing Market P

rice of Share on the date of option grant

Not A

pplicable since no options were granted as on

March 31, 2011

Impact on the profits and E

PS

if the Issuer had followed the

Not A

pplicable since no options were granted as on

accounting policies specified in Clause 13 of the E

SO

PG

uidelines.M

arch 31, 2011

Lock-inN

il

Impact on profits and E

PS

of the last three yearsN

ot Applicable since no options w

ere granted as onM

arch 31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 12

13

1M

r. Ram

esh Chandra A

garwal

2M

r. Sudhir A

garwal

3M

r. Girish A

garwal

4M

r. Paw

an Agarw

al5

Ms. K

asturi Devi A

garwal

6M

s. Meena G

arg7

Ms. N

eelam G

oyal8

Ms. B

hawna A

garwal

9M

r. Vishnu P

rasad Garg

10D

r. O. P. G

arg11

Mr. G

ovind Prasad G

arg12

Ms. V

ineeta Khetaw

at13

Ms. Jyoti A

garwal

14M

s. Nitika A

garwal

15M

s. Nam

ita Agarw

al16

Mr. A

rjun Agarw

al 17

Ms. S

hubh Agarw

al18

Mr. D

. D. B

erry19

Ms. S

ushma B

erry20

Mr. S

umeet B

erry21

Ms. A

nnu Rakheja

22M

s. Nitu S

ingh23

Ms. R

enu Dua

24A

arkey Aditya D

evelopers Private Lim

ited25

Aarkey Investm

ents Private Lim

ited26

All S

eason Events P

rivate Limited

27A

vadh Exim

Private Lim

ited28

BE

LTraders P

rivate Limited

29B

FP

Enterprises P

rivate Limited

30B

FP

Traders Private Lim

ited31

Berry D

evelopers and Infrastructure Private Lim

ited32

Bhaskar A

irlines (India) Private Lim

ited33

Bhaskar B

roadcasting Corporation Lim

ited34

Bhaskar D

enim Lim

ited35

Bhaskar E

ntertainment &

Media P

rivate Limited

36B

haskar Exim

Limited

37B

haskar Exxoils P

rivate Limited

38B

haskar Infrastructure Limited

39B

haskar Foods P

rivate Limited

40B

haskar Global P

rivate Limited

41B

haskar Green P

ower P

rivate Limited

42B

haskar Housing D

evelopment C

ompany P

rivate Limited

43B

haskar Industries Limited

44B

haskar Infraventure Limited

45B

haskar Multi M

edia Private Lim

ited46

Bhaskar M

ultinet Limited

47B

haskar New

s Media Lim

ited48

Bhaskar P

ublications and Allied Industries P

rivate Limited

49B

haskar Bio-F

uels Private Lim

ited50

Bhaskar V

enkatesh Products P

rivate Limited

51B

haskar United S

porting Pvt. Ltd.

52B

haskar Inframine P

rivate Limited

53B

hopal Financial S

ervices Private Lim

ited54

Brick Joint P

te. Limited

55B

right Drug Industries Lim

ited 56

Brightrade P

te. Limited

57C

hambal Tradings P

rivate Limited

58D

B B

uildcon Private Lim

ited59

DB

Energy and F

oods Private Lim

ited60

D B

Energy P

rivate Limited

61D

B Infrastructures P

rivate Limited

62D

B Infratech P

rivate Limited

63D

B M

alls Private Lim

ited64

DB

Metals P

rivate Limited

65D

B M

ining Corp Lim

ited66

DB

Minings P

rivate Limited

67D

B P

artners Enterprises P

rivate Limited

68D

B P

ower Lim

ited69

DB

Pow

er (Chhattisgarh) Lim

ited70

DB

Pow

er (Jharkhand) Private Lim

ited 71

DB

Pow

er (Madhya P

radesh) Limited

72A

mple P

ower Lim

ited (Form

erly known as D

B P

ower (O

rissa) Limited)

73D

B P

ublications Private Lim

ited74

Delight Investm

ents Pte. Lim

ited75

Delta C

oal and Mining P

rivate Limited

76D

eluxe Travel Service P

rivate Limited

77D

emeurer D

evelopers Private Lim

ited78

Design S

olutions Limited

79D

ev Enterprises P

rivate Limited

80D

ev Fiscal S

ervices Private Lim

ited81

Diligent M

edia Corporation Lim

ited82

Dim

ension Media P

rivate Limited

83D

irect (OO

H) M

edia Private Lim

ited84

Divya D

ev Developers P

rivate Limited

85D

iva Oil and G

as Limited

86D

ivya Prabhat P

ublications Private Lim

ited87

Divya Trading P

rivate Limited

88D

olby Mining and P

ower P

rivate Limited

89D

ynamic C

oncepts Pte. Lim

ited90

Daksh E

nergy Private Lim

ited91

Delicious F

oods & B

everages Private Lim

ited92

Diligent P

ower P

rivate Limited

93D

olby Pow

er & E

nergy Private Lim

ited94

Dynam

ic Infraventure Private Lim

ited95

Devasree Infram

ine Private Lim

ited96

Dhanshree M

ines Private Lim

ited97

Divine Infram

ine Private Lim

ited98

Dynam

ic Inframine P

rivate Limited

99D

B M

icrofinance Private Lim

ited100

Deligent H

otel Corporation P

rivate Limited

101E

xxoils Enterprises P

rivate Limited

102G

walior B

uildcon Private Lim

ited 103

Hathw

ay Bhaskar M

ultinet Private Lim

ited104

India Interactive Technologies Limited

105India U

nited Textile Mills Lim

ited106

Jay Vision C

are and Ophthalm

ics Private Lim

ited107

Khandadhar M

inerals Limited

108M

anjul Publishing H

ouse Private Lim

ited109

Mary D

evelopers Private Lim

ited 110

New

Era P

ublications Private Lim

ited111

Peacock Trading and Investm

ents Private Lim

ited112

Rainbow

Resources P

te Limited

113R

egency Agro P

roducts Private Lim

ited114

Regency H

otels and Investments (India) P

rivate Limited

115S

. A. Trading and Investm

ents Private Lim

ited116

Saurashtra S

amachar P

rivate Limited

117S

. B. H

otels Private Lim

ited118

Sharda R

eal Estate P

rivate Limited

119S

harda Solvent Lim

ited120

Shashw

at Hom

es Private Lim

ited121

Shourya D

iamonds Lim

ited122

Solvent Traders P

rivate Limited

123S

titex Global Lim

ited 124

Sunshine S

olvent Private Lim

ited125

Surge D

evelopers Private Lim

ited 126

Surya E

ye Institute and Research C

entre Private Lim

ited127

Vastu M

ines Private Lim

ited128

Venture D

rive Pte. Lim

ited129

Vindhya S

olvent Private Lim

ited130

Vista N

atural Resources P

rivate Limited

131W

riters and Publishers P

rivate Limited

132Yom

an Infrastructure Private Lim

ited133

Bhaskar P

hoto Type Setter, B

hopal134

Bhaskar P

rinting Press, A

hmedabad, S

urat, Vadodra

135B

haskar Printing P

ress, Bhopal

136M

/s. Dw

arka Prasad A

garwal and B

rothers137

Dw

arka Prasad A

garwal C

haritable Trust138

Girish A

garwal H

UF

139M

/s. Matolia M

otels140

Om

Prakash G

arg HU

F141

Paw

an Agarw

al HU

F142

Ram

esh Chandra A

garwal H

UF

143R

.C.A

garwal C

haritable Trust144

R C

Phototype S

etter, Raipur

145M

/s. R.C

. Printers

146S

harda Devi C

haritable Trust147

Shivpuri Trading C

orporation148

Sudhir A

garwal H

UF

149V

ishnu Prasad G

arg HU

F150

Vindhya P

ower P

rivate Limited

151V

irat Infraventures Private Lim

ited

Sr. N

o.

Nam

e

An

nexu

re to th

e Directo

rs' Rep

ort fo

r the F

inan

cial Year en

din

g o

n M

arch 31, 2011

Persons constituting G

roup coming w

ithin the definition of the 'group' as defined in the Monopolies and R

estrictive Trade Practice A

ct, 1969, include the following:

Our P

romoters and P

romoter G

roup (Individuals and Entities)

Sr. N

o.

Nam

e

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 13

14

1)C

OM

PAN

YP

HIL

OS

OP

HY

ON

CO

DE

OF

GO

VE

RN

AN

CE

The C

ompany operates on valued principles evolving highest standards of ethics of business and attributing top m

ost priority tocorporate governance and com

pliance with the regulatory fram

ework since the C

ompany believes that exem

plary adherence tocorporate governance standards adds value in every activity, besides providing for control, accountability and proactive m

easuresw

herever required, ultimately resulting in enhancem

ent in stakeholders' value.S

ubsequent to an Initial Public O

ffer (IPO

) during the year 2009-10, the company's equity shares have been listed on B

SE

andN

SE

, w.e.f January 06, 2010. A

ccordingly, compliance w

ith the provisions of the relevant clauses of the Listing Agreem

ent relat-ed to C

orporate Governance have becom

e applicable to the company on and from

the date mentioned above.

2) NU

MB

ER

OF

BO

AR

D M

EE

TIN

GS

The B

oard of Directors duly m

et 7 times during the year on A

pril 9, 2010, May 5, 2010, M

ay 27, 2010, June 26, 2010, July 30,2010, O

ctober 22, 2010 and January 24, 2011. At least one m

eeting of the Board of D

irectors was held in every quarter and the

maxim

um gap betw

een two m

eetings was less than 4 m

onths.

3) DIR

EC

TOR

S' A

TT

EN

DA

NC

E R

EC

OR

D A

ND

DIR

EC

TOR

SH

IPH

EL

DT

he composition of B

oard of Directors, their attendance at the B

oard Meetings during the financial year and at the last A

GM

, asalso num

ber of other directorships held by them are as follow

s:-

(*)F

or the purpose of the above, directorships in other public limited com

panies only are considered.(**)

For the purpose of the above, m

embership/chairm

anship in the Audit C

omm

ittee and Shareholders' G

rievance Com

mittees only are considered.

Mr. R

.C. A

garwal, C

hairman

76

Yes9

Prom

oter0/1

Mr. S

udhir Agarw

al, Managing D

irector7

6N

o11

Prom

oter2/1

Mr. G

irish Agarw

al, Director

76

Yes14

Prom

oter1/0

Mr. P

awan A

garwal, D

irector7

5N

o11

Prom

oter1/3

Mr. N

iten Malhan, N

ominee D

irector7

4N

o6

Nom

inee4/0

Mr. A

jay Piram

al, Independent Director

72

No

4N

on-Executive

Independent1/0

Mr. K

.C. C

howdhary, Independent D

irector7

6Yes

1N

on-Executive

Independent1/0

Mr. P

iyush Pandey, Independent D

irector7

1N

o0

Non-E

xecutiveIndependent

0/0M

r. Harish B

ijoor, Independent Director

75

No

1N

on-Executive

Independent1/0

Mr. A

shwani S

inghal, Independent Director

75

No

1N

on-Executive

Independent0/0

Nam

e of th

e directo

r / D

esign

ation

Atten

dan

ce at meetin

gs

du

ring

2010-11

No. of B

oardM

eetings heldA

ttend

edL

ast AG

Matten

ded

No. of other

Directorship

(s) (*)

Categ

ory o

fD

irectors

No

. of m

em-

bersh

ips/ch

airman

-sh

ip(s) o

fB

oard

com

-m

ittees of

oth

er com

pa-n

ies(**)

RE

PO

RT

ON

CO

RP

OR

AT

E G

OV

ER

NA

NC

E

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 14

15

4) CO

MM

ITT

EE

S O

F T

HE

BO

AR

D4.1. M

and

atory C

om

mittees

The B

oard of Directors has constituted board-level com

-m

ittees to delegate matters requiring greater and m

orefocused

attention and

also for

smoother

and better

administrative

convenience and

on specific

matters,

these comm

ittees prepare the ground-work for decision

making and report to the B

oard.

Details on the role and com

position of these comm

ittees,including the num

ber of meetings held during the financial

year 2010-11 and the related attendance are providedbelow

:

A) A

ud

it com

mittee

The A

udit Com

mittee of the B

oard of Directors of the

Com

pany comprises of five m

embers and M

r. Kailash

Chandra

Chow

dhary, Independent

Director

heads the

same as C

hairman of the A

udit Com

mittee.

The com

position of Audit C

omm

ittee meets the require-

ments of S

ec 292Aof the C

ompanies A

ct, 1956 andclause 49 of the Listing A

greement.

The follow

ing table provides the composition of the A

uditC

omm

ittee of the company.

The A

udit Com

mittee acts as per the term

s of referencem

ade to it by the Board of D

irectors, from tim

e to time,

inter alia, assists the board in its responsibility for over-seeing the quality and integrity of the accounting, audit-ing, and reporting practices of the C

ompany and its com

-pliance w

ith the legal and regulatory requirements. T

hecom

mittee oversees the accounting and financial report-

ing process of the Com

pany, the audit of the Com

pany’sfinancial statem

ents, reviewing accounting policies and

acco

un

ting

sta

nd

ard

s a

pp

licab

le

to

the

C

om

pan

y,appointm

ent, independence

and perform

ance of

thestatutory A

uditors and Internal Auditors, review

ing theC

ompany’s

financial and

risk m

anagement

policies,review

ing the scope of the internal audit plan, procedures,adequacy of the internal audit functions and internal con-trol system

s, review of statem

ent of significant relatedparty transactions subm

itted by the managem

ent.

During the year the com

mittee m

et Four tim

es on May 27,

2010, July 30, 2010, October 22, 2010 and January 24,

2011.

Mr. K

ailash Chandra C

howdhary- C

hairman

Independent Director

Mr. A

shwani S

inghal Independent D

irectorM

r. Piyush P

andeyIndependent D

irectorM

r. Niten M

alhan N

on-executive Director

Mr. G

irish Agarw

al N

on-executive Director

Nam

e of the Director

Executive/N

on-executive/Independent

Atten

dan

ce of each

mem

ber at th

e Au

dit C

om

mittee

meetin

gs h

eld d

urin

g th

e year

Mr. K

. Venkataram

an, Com

pany Secretary of the com

pa-ny is acting S

ecretary of the Audit C

omm

ittee.

B)

Sh

areho

lders’an

d In

vestors’G

rievance C

om

mittee

The

Board

has constituted

a S

hareholders’and

Investors’Grievance C

omm

ittee under the chairman-

ship of Shri G

irish Agarw

al and the composition of the

same is as under :

The S

hareholders’/Investors’Grievance C

omm

ittee isre

spo

nsib

le

for

the

re

dre

ssal

of

sha

reh

old

ers

an

dinvestors’grievances such as non-receipt of share certifi-cates, annual reports and dividend, issuance of duplicateshare certificates, consolidation and splitting , transferand transm

ission, dematerialization / rem

aterialization ofshares etc.. T

he comm

ittee oversees the performance of

the Registrars and Transfer A

gents of the Com

pany (RTA

)and recom

mends m

easures for overall improvem

ent inthe quality of investor services.

At the close of the year under review

on March 31, 2011,

78 complaints in the nature of non- receipt of refund, non-

receipts of credit to Dem

at Accounts etc. w

ere receivedfrom

the shareholders and all of them have been resolved

and disposed accordingly, as reported by the RTA

of thecom

pany.

Mr. K

. Venkataram

an, Com

pany Secretary of the com

pa-ny

is acting

as the

Secretary

of S

hareholders’and

Investors’Grievance C

omm

ittee.

Mr. G

irish Agarw

al- Chairm

anN

on Executive D

irector

Mr. P

awan A

garwal

Non E

xecutive Director

Mr. S

udhir Agarw

alE

xecutive Director

Mr. N

iten Malhan

Non E

xecutive Director

Nam

e of the Director

Execu

tive/No

n

executive/In

dep

end

ent

Mr. K

ailash Chandra

Chow

dhary- Chairm

anIndependent

44

Mr. A

shwani S

inghal - Mem

berIndependent

43

Mr. P

iyush Pandey - M

ember

Independent4

1

Mr. N

iten Malhan - M

ember

Non- E

xecutive4

2

Mr. G

irish Agarw

al - Mem

ber N

on- Executive

44

Nam

e of the mem

ber ofthe A

udit Com

mittee

Nature of

Directorship in

the Com

pany

No. of

meetingsheld

No of

meetings

attended

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 15

16

During the year the com

mittee m

et Four tim

es on May 27,

2010, July 30, 2010, October 22, 2010 and January 24,

2011.

Attendance of each m

ember at the S

hareholders’and

Investors’G

rievance C

omm

ittee held

during the

year2010-11, is as under :

In the meetings of the S

hareholders’/Investors’Grievance

Com

mittee held during the year ended 31st M

arch, 2011,subsequent to the listing of the equity shares of the com

-pany, the periodical reports received from

the RTA

of thecom

pany were placed and noted.

4.2. No

n - M

and

atory C

om

mittees

C) R

emu

neratio

n C

om

mittee:

The com

position of Rem

uneration Com

mittee is as follow

s:

Nam

e of th

e Directo

rE

xecutive/N

on

-executive/

Ind

epen

den

t

Mr. A

jay Piram

al Independent D

irectorM

r. Kailash C

handra Chow

dhary Independent D

irectorM

r. Niten M

alhan N

on Executive D

irectorM

r. Girish A

garwal

Non E

xecutive Director

The

Rem

uneration C

omm

ittee determ

ines our

Com

pany'srem

uneration policy, having regard to performance standards

and existing industry practice. Under the existing policies of our

Com

pany, the Rem

uneration Com

mittee, inter alia, determ

inesthe rem

uneration payable to our Directors.

Apart from

discharging the above-mentioned basic function, the

Rem

uneration Com

mittee also discharges the follow

ing func-tions:

�F

raming policies and com

pensation including salaries andsalary adjustm

ents, incentives, bonuses, promotion, bene-

fits, stock options and performance targets of the top exec-

utives; and

�F

ormulating strategies for attracting and retaining em

ploy-ees, em

ployee development program

s.T

here was no m

eeting of the Rem

uneration Com

mittee during

the year. None of the directors have been granted any stock

option. The tenure of office of M

r. Sudhir A

garwal, M

anaging

Director of the com

pany, is for a period of 5 years with

effect from January 1, 2007, pursuant to the M

anagingD

irecto

r's a

gre

em

en

t d

ate

d

Au

gu

st 2

9,

20

07

. T

he

Managing D

irector is entitled to an annual salary of Rs.

3,600,000. As per the agreem

ent he is not paid any sittingfees

for attending

the m

eetings of

the B

oard or

any com

mittees.

During

the financial

year 2010-11

the C

ompany

paidrem

uneration to its Executive D

irectors as per the detailsgiven below

:

Nam

e of D

irector

Salaries &

perq

uisites (in

Rs.)

Mr. S

udhir Agarw

al, 36,00,000/=

Managing D

irector

During the current financial year 2011-12, the term

of Mr.

Sudhir A

garwal, as the M

anaging Director of the com

pa-ny w

ill expire on Decem

ber 31, 2011 and he will be reap-

pointed for a further period of 5 years from January 01,

2012 to Decem

ber 31, 2016, on an annual remuneration

of Rs.60,00,000/-, per annum

, pursuant to the approval ofthe rem

uneration comm

ittee and the Board of D

irectors,subject to approval of the shareholders in the ensuingA

nnual General M

eeting of the Com

pany.

D) C

om

pen

sation

Co

mm

ittee:

With a view

to comply w

ith the provisions of the SE

BI

(Em

ployees Stock O

ption Schem

e and Em

ployee Stock

Purchase S

cheme) G

uidelines, 1999, and other provi-sio

ns

as

ap

plica

ble

, th

e

Bo

ard

h

as

con

stitute

d

aC

ompensation C

omm

ittee, on Novem

ber 28, 2007. The

main scope of functions of this com

mittee shall be adm

in-istration, im

plementation, execution and m

onitoring of theE

mployees' S

tock Option S

cheme/s, of our C

ompany,

from

time

to tim

e. The

composition

of C

ompensation

Com

mittee is as follow

s:

Nam

e of th

e Directo

rE

xecutive/N

on

-execu

tive/Ind

epen

den

tM

r. Kailash C

handra Chow

dhary Independent D

irectorM

r. Ashw

ani Singhal

Independent Director

Mr. P

iyush Pandey

Independent Director

Mr. P

awan A

garwal

Non E

xecutive Director

Mr. N

iten Malhan

Non E

xecutive Director

During the year 2010-2011, one m

eeting of the Com

pensationC

omm

ittee was held on January 24, 2011.

Mr.

K

Venkataram

an, C

ompany

Secretary

and C

ompliance

Officer, acts as the S

ecretary of all the comm

ittees of our Board.

5)G

EN

ER

AL

BO

DY

ME

ET

ING

S :

The date, tim

e and venue of the previous Annual G

eneral

Mr. G

irish Agarw

al- Chairm

anN

on- Executive

44

Mr. S

udhir Agarw

al- Mem

berE

xecutive4

4

Mr. P

awan A

garwal - M

ember

Non- E

xecutive4

4

Mr. N

iten Malhan

- Mem

ber N

on- Executive

44

Nam

e of the mem

ber ofthe S

hareholders' andInvestors' G

rievanceC

omm

ittee

Nature of

Directorship in

the Com

pany

No. of

meetingsheld

No of

meetings

attended

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 16

17

meetings held during the last three years are given below

:

6.D

ISC

LO

SU

RE

S:

�T

here are no materially significant transactions m

adeby

the C

ompany

with

its P

romoters,

Directors

orM

anagement, their subsidiaries or relatives etc. that

may have a potential conflict w

ith the interest of theC

ompany at large.

�D

uring last three years, there were no strictures or

penalties im

posed by

either S

EB

I or

the S

tockE

xchanges or any statutory authority for non - compli-

ance of any matter.

�T

he Com

pany has a Code of C

onduct for its Directors

and Senior M

anagement P

ersonnel. The B

oard mem

-bers

and S

enior M

anagement

personnel of

theC

ompany affirm

compliance w

ith this code.

The details of the shares held by the D

irectors of theC

ompany as at M

arch 31, 2011 are as under:

Nam

e of th

e Directo

rN

o. o

f Eq

uity S

hares h

eld

Mr. R

.C. A

garwal,

32,010,062

Mr. S

udhir Agarw

al18,006,206

Mr. G

irish Agarw

al, 15,227,186

Mr. P

awan A

garwal,

17,424,808

Mr. N

iten Malhan

-- NIL--

Mr. K

ailash Chandra C

howdhary

-- NIL--

Mr. A

jay Piram

al,, -- N

IL--

Mr. P

iyush Pandey,

-- NIL--

Mr. H

arish Bijoor, Independent D

irector-- N

IL--

Mr. A

shwani S

inghal, Independent Director

-- NIL--

Sitting F

ees, paid to the Non- E

xecutive and IndependentD

irectors of the company, during the year 2010-11, is as

follows:

Nam

e of th

e Directo

rS

itting

fees paid

Mr. R

.C. A

garwal,

Rs. 1,20,000

Mr. G

irish Agarw

al, R

s. 1,20,000M

r. Paw

an Agarw

al, R

s. 1,00,000M

r. Niten M

alhanN

ilM

r. Kailash C

handra Chow

dhary R

s. 1,60,000M

r. Ajay P

iramal,,

Rs. 40,000

Mr. P

iyush Pandey,

Rs. 25,000

Mr. H

arish Bijoor,

Rs. 1,00,000

Mr. A

shwani S

inghal, R

s. 1,15,000

Total

Rs.7,80,000/=

7. ME

AN

S O

F C

OM

MU

NIC

AT

ION

:T

he unaudited quarterly results, audited financial results of theC

ompany are published for the inform

ation of the shareholders inleading national new

spapers and are also intimated to respective

stock exchanges as required under the Listing Agreem

ent.

8. GE

NE

RA

LS

HA

RE

HO

LDE

R IN

FOR

MA

TION

:

AG

M fo

r 2010-11: Date, tim

e and

venu

e : Ju

ly 8, 2011, Time: 4.00 P.M

.V

enu

e: Reg

istered O

ffice of th

e Co

mpan

y.F

inancial Calendar for the year com

mencing from

01-A

pril-2011 to 31-March- 2012 (Tentative)

First Q

uarter Results

:U

pto August 14, 2011

Second Q

uarter Results

:U

pto Novem

ber 14, 2011T

hird Quarter R

esults :

Upto F

ebruary 14, 2012R

esults for the year endingM

arch, 2012 U

pto May 15, 2012

Date of B

ook closure:

2nd July, 2011 to 8th July, 2011

Listing on Stock E

xchanges:

The

shares of

the com

pany are

listed on

Bom

bay S

tockE

xchange Limited and the N

ational Stock E

xchange of IndiaLim

ited. The A

nnual Listing fees for the year 2011-2012 havebeen paid to these S

tock Exchanges.

Stock C

ode:

Bom

bay Stock E

xchange Limited

:S

crip Code / S

ymbol -

533151 / DB

CO

RP

National S

tock Exchange of India Lim

ited :S

crip Sym

bol: DB

CO

RP

The com

pany has also paid the Annual C

ustodial fees toboth

depositories (i.e.

National

Securities

Depository

Limited and C

entral Depository S

ervices (India) Limited)

9.S

TOC

K M

AR

KE

T PR

ICE

DA

TAFO

R TH

E

YE

AR

2010-11:

Com

pany's shares are listed on Bom

bay Stock E

xchange andN

ational Stock E

xchange during the financial year, T

he Market quotation of com

pany's shares on BS

E and N

SE

isas follow

s:

MO

NTH

BS

E S

hare Price S

EN

SE

XN

SE

Share P

riceN

IFTY

HIG

HLO

WH

IGH

LOW

HIG

HLO

WH

IGH

LOW

April 2010265.50

241.0018,047.86

17,276.80266.10

239.005399.65

5160.90

May 2010

256.95225.00

17,536.8615,960.15

258.80211.35

5278.704786.45

June 2010253.80

230.1017,919.62

16,318.39253.00

227.555366.75

4961.05

July 2010248.00

230.0018,237.56

17,395.58246.00

230.555477.50

5225.60

August 2010275.00

240.3518,475.27

17,819.99275.75

240.255549.80

5348.90

September 2010

289.10246.00

20,267.9818,027.12

289.40247.00

6073.505403.05

October 2010

307.00266.70

20,854.5519,768.96

310.20265.00

6284.105937.10

Novem

ber 2010284.40

242.1021,108.64

18,954.82285.00

240.056338.50

5690.35

Decem

ber 2010274.05

235.1020,552.03

19,074.57275.00

235.106147.30

5721.15

January 2011279.00

238.0020,664.80

18,038.48278.65

235.156181.05

5416.65

February 2011261.65

226.0018,690.97

17,295.62261.30

231.005599.25

5177.70

March 2011

268.20234.25

19,575.1617,792.17

274.00233.70

5872.005348.20

Registrar &

Share Transfer A

gent (RTA

): F

or any assistance regarding Share Transfers, Transm

issions,change of address, non-receipt of dividends, duplicate m

issingshare certificates and other relevant m

atters, the Registrar and

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 17

18

Transfer Agents of the C

ompany at the follow

ingaddress m

ay be contacted:

M/s K

arvy Com

putershare Pvt. Ltd.

(Unit: D

.B. C

orp Limited)

Address

:P

lot no. 17 to 24, Vittalrao N

agarM

adhapur, Hyderabad - 500 081

Tel No

:040-44655000

Fax

: 040-23420814-0857

Contact person

: M

r. U. S

. Singh

10. SH

AR

E T

RA

NS

FE

R S

YS

TE

M:

The process of recording of share transfers, transm

is-sions, etc. , for shares held electronic form

is handled byM

/s Karvy C

omputer S

hare Pvt. Ltd (R

TA) and a report

thereof is

sent to

the com

pany periodically

and the

Shareholders'/Investors'

Grievance

Com

mittee

of

theC

ompany takes note of the sam

e periodically. In respectof shares held in physical form

the transfer documents

are lodged with the R

TAand after processing , the sam

eis sent to the com

pany, and the Shareholders'/Investors'

Grie

van

ce

Co

mm

ittee

co

nve

ys its

ap

pro

val

to

the

Registrars, w

ho dispatch the duly transferred share cer-tificates to the shareholders concerned, after com

plyingw

ith the applicable provisions. The average tim

e taken forprocessing share transfers requests including dispatch ofS

hare certificates is 30 days, while it takes m

inimum

of 15days for processing dem

aterialization requests by theS

hare Transfer Agents.

Dem

aterialization

of sh

ares and

Liq

uid

ity: A

s on 31-03-2011, the Com

pany, the status of the dematerial-

ized and physical form of shares of the com

pany, is as under:

Sh

ares held

in

No

. of S

hares

%E

lectronic Form

with C

DS

L413123

0.22E

lectronic Form

with N

SD

L150265792

81.99P

hysical Form

3260431617.79

Total

183283231100

11.SH

AR

EH

OL

DIN

G PA

TT

ER

N (E

QU

ITY

) AS

ON

MA

RC

H 31 2011:

Sr. C

ategoryN

o. of N

o.H

oldersTotal S

haresP

ercentage1

PR

OM

OT

ER

S13

11686870363.76%

2P

RO

MO

TE

RS

BO

DIE

S

CO

RP

OR

AT

E7

4099505722.37%

3F

OR

EIG

N IN

ST

ITU

TIO

NA

LIN

VE

ST

OR

S31

96230055.25%

4O

VE

RS

EA

S C

OR

PO

RA

TE

B

OD

IES

26607594

3.61%5

MU

TU

AL

FU

ND

S30

58155693.17%

6R

ES

IDE

NT

IND

IVID

UA

LS12042

12165990.66%

7B

OD

IES

CO

RP

OR

AT

ES

2561634605

0.89%8

H U

F537

5038740.27%

9N

ON

RE

SID

EN

TIN

DIA

NS

9216208

0.01%10

CLE

AR

ING

ME

MB

ER

S21

20170.00%

Total13031

183283231100.00%

12.D

ISTR

IBU

TION

SC

HE

DU

LE A

S O

N M

AR

CH

31, 2011: S

hare o

r deb

entu

reS

hare / d

eben

ture

Sh

are / A

mo

un

th

old

ing

of n

om

inal

ho

lders

deb

entu

revalu

e

Rs.

Rs.

Num

ber%

to TotalIn R

s.%

to Total

(1)(2)

(3)(4)

(5)

Upto

-5000

1276697.91%

81354200.44%

5001-

1000098

0.75%759730

0.04%

10001-

2000039

0.30%587960

0.03%

20001-

3000016

0.12%409670

0.02%

30001-

400007

0.05%256430

0.01%

40001-

5000010

0.08%468380

0.03%

50001- 100000

190.15%

14385400.08%

100001&

A

bove84

0.64%1820776180

99.34%

Total13039

100%1832832310

100%

Equity S

hares held in Suspense A

ccount:

As per C

lause 5Aof the Listing A

greement, the com

pany reportsthat 247 S

hares are lying in the suspense account, as on March

31, 2011.

Th

e GD

R/ A

DR

/ Co

nvertib

le instru

men

ts:T

he Com

pany has not issued any GD

R/A

DR

/Convertible instru-

ments during the financial year 2010-11.

Ad

dress fo

r Investo

r Co

rrespo

nd

ence:

K. V

enkataraman

Com

pany Secretary &

Com

pliance Officer

D.B

. Corp Lim

ited501, 5th F

loor, Nam

an Corporate Link,

Opp. D

ena Bank,

C-31, G

- Block,

Bandra K

urla Com

plex, B

andra - East,

Mum

bai - 400051Tel N

o: 022-39888840 F

ax No: 022-39804793

e-mail: dbipo@

imcl.co.in

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 18

19

Declaratio

n reg

ardin

g co

mp

liance b

y the B

oard

and

Sen

ior m

anag

emen

t perso

nn

el with

the C

od

e of C

on

du

ct

This is to certify that the C

ompany has adopted a C

ode of Conduct for all B

oard Mem

bers and Senior M

anagerialP

ersonnel of the Com

pany and this Code has been posted on the w

ebsite of the Com

pany.

I confirm that in respect of the financial year M

arch 31, 2011, the Com

pany has received a declaration of compliance w

iththe C

ode of Conduct as applicable to them

, from the senior m

anagerial personnel of the Com

pany and the Mem

bers ofthe B

oard.

May 18, 2011

(Sudhir A

garwal)

Mum

baiM

anaging Director

Au

dito

rs' Certificate o

n C

om

plian

ce with

the

con

ditio

ns o

f Co

rpo

rate Go

vernan

ce

We have exam

ined the compliance of conditions of C

orporate Governance of D

.B. C

orp Limited (T

he Com

pany ), for theyear ended on M

arch 31, 2011, as stipulated in clause 49 the Listing Agreem

ent of the said Com

pany with stock

exchanges.

The com

pliance of conditions of corporate governance is the responsibility of the managem

ent. Our exam

ination was lim

-ited to procedures and im

plementation thereof , adopted by the C

ompany, for ensuring the com

pliance conditions ofC

orporate Governance. It is neither an audit nor an expression of opinion on the financial statem

ents of the Com

pany. In our opinion and to the best of our inform

ation and according to the explanations given to us , we certify that the

Com

pany has complied w

ith the conditions of Corporate G

overnance, as stipulated in the above mentioned Listing

Agreem

ent.

We further state that such com

pliance is neither an assurance as to the future viability of the Com

pany nor the efficien-cy or effectiveness w

ith which the m

anagement has conducted the affairs of the com

pany.

Fo

r S.R

.Batlib

oi &

Asso

ciates F

or G

up

ta Navin

K.&

Co

Firm

Reg

istration

No

: 101049W

Firm

Reg

istration

No

: 06263CC

hartered

Acco

un

tants

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Partn

er P

artner

Mem

bership No : 36656

Mem

bership No : 75030

May 18, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 19

20

Details o

f the D

irectors seekin

g ap

po

intm

ent/reap

po

intm

ent at th

e forth

com

ing

AG

M :

Nam

e of th

e Directo

rM

r. Harish B

ijoor

Date o

f Birth

3rd June 1961

Date o

f Ap

po

intm

ent

28th Novem

ber 2007A

reas of E

xperien

ceH

e has over 27 years of experience in marketing and brand m

anagement. H

e beganhis career in H

industan Lever Limited (form

erly known as B

rooke Bond Lipton India

Limited), and w

as in charge of sales, distribution and brand managem

ent of the com

pany. He also w

orked in Tata Coffee Lim

ited and was responsible for their brand

managem

ent for over eight years. He also w

orked in Zip Telecom

Limited as C

hief O

perating Officer from

2000 to 2001.

Ed

ucatio

nal Q

ualificatio

ns

Graduate and P

ost Graduate degree in A

rts, from B

angalore University.

Co

mpan

ies in w

hich

he h

old

s d

irectorsh

ipG

lobal Edge S

oftware Lim

ited

Mem

bersh

ip/C

hairm

ansh

ip o

f B

oard

Co

mm

itteesN

IL

Sh

areho

ldin

gN

IL

Nam

e of th

e Directo

rM

r. Ashw

ani Kum

ar Singhal

Date o

f Birth

31st October 1961

Date o

f Ap

po

intm

ent

28th Novem

ber 2007A

reas of E

xperien

ceM

r. A

shwani

Kum

ar S

inghal has

over 26

years of

experience in

non-ferrous m

etallurgical industry

and is

presently handling

the activities

related to

global sourcing of raw

materials of his business in m

anufacture of non-ferrous metals. H

e w

as the vice-president of BIR

Brussels, the International A

uthority in Non- F

errous M

etals for global trends in the industry from 1996 to 2008.

Ed

ucatio

nal Q

ualificatio

ns

B.C

om (H

ons.) degree from G

urunanak Dev U

niversity, Am

ritsar

Com

panies in which he holds directorship

Katyanidevi Leasing and F

inance Com

pany Private Lim

itedS

ynergy Media E

ntertainment Lim

ited

Mem

bersh

ip/C

hairm

ansh

ip o

f Bo

ard

Co

mm

itteesD

.B. C

orp Limited

Sh

areho

ldin

gN

IL

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 20

21

Details o

f the D

irectors seekin

g ap

po

intm

ent/reap

po

intm

ent at th

e forth

com

ing

AG

M :

Nam

e of th

e Directo

rM

r. Sudhir A

garwal

Date o

f Birth

20th July 1967

Date o

f Ap

po

intm

ent

Appointed as A

dditional Director on 10-12-2005 and appointed as the M

anaging

Director from

01-01-2007 a period of 5 years .

Areas o

f Exp

erience

Mr. S

udhir Agarw

al is having approximately 22 years of experience in the publishing

and newspaper business and has been em

ployed with our organization for all of this

period. He is responsible for our long term

vision and strategy and is heading many

new initiatives undertaken by the com

pany.

Ed

ucatio

nal Q

ualificatio

ns

Bachelor's degree in science

Com

panies in which he holds directorship

As per list given below

Mem

bersh

ip/C

hairm

ansh

ip o

f B

oard

Co

mm

itteesM

ember - S

hareholders/Investors' Grievance C

omm

ittee

Sh

areho

ldin

g in

the co

mpan

y18006206 shares

Directo

rship

List o

f Sh

ri. Su

dh

ir Ag

arwal

S.N

oN

ame o

f the C

om

pany

S. N

oN

ame o

f the C

om

pany

1B

haskar Venkatesh P

roducts Private Lim

ited20

Vindhya S

olvent Pvt. Lim

ited2

Bhaskar F

oods Pvt. Ltd.

21A

arkey Aditya D

evelopers Pvt. Ltd

3B

haskar Industries Ltd.22

Delta C

oal & M

ining Pvt. Ltd.

4B

haskar Publications and

Allied Ind. P

vt. Ltd.23

Am

ple Pow

er Ltd (Form

erly known as

DB

Pow

er (Orissa) Ltd)

5B

haskar Bio-fuels P

vt. Ltd.24

DB

Pow

er (Chhattisgarh) Lim

ited6

Bhaskar E

xxoils Pvt. Lim

ited25

Vastu M

ines Pvt. Ltd

7D

B M

alls Pvt. Lim

ited26

Dolby M

ining & P

ower P

vt. Ltd8

Diligent M

edia Corporation Ltd

27V

ista Natural R

esources Pvt. Ltd

9I M

edia Corp Ltd

28B

haskar New

s Media Lim

ited10

Saurashtra S

amachar P

rivate Limited

29B

haskar Entertainm

ent & M

edia Pvt. Ltd

11S

hourya Diam

onds Limited

30D

B P

ower (Jharkhand) P

vt. Ltd12

Surge D

evelopers Private Ltd.

31D

B E

nergy and Foods P

vt. Ltd13

Synergy M

edia Entertainm

ent Ltd.32

Dem

eurer Developers P

vt. Ltd14

Writers and P

ublishers Pvt. Lim

ited33

Le Soleil D

evelopers Pvt Ltd

15D

B E

nergy Private Lim

ited34

Sharda S

olvent Limited

16India Interactive Technologies Lim

ited35

Daksh E

nergy Pvt Ltd

17H

athway B

haskar Multinet P

vt Ltd36

Vindhya P

ower P

vt Ltd18

DB

Publications P

rivate Limited

37D

eligent Hotel C

orporation Pvt Ltd

19D

iva oil & G

as Limited

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 21

22

Additionally, during the current year 2011-12, the com

pany launched the D

hanbad edition in April 2011.

We continue our efforts to provide best quality of new

spapersto our readers and in this direction, D

ainik Bhaskar group has

alw

ays

use

d

late

st te

chn

olo

gy

of

prin

ting

in

frastru

cture

,im

proved editorial content etc., enhanced printing quality. In it'sendeavor to achieve new

er heights and long term objectives,

the company m

arches ahead with m

any steps and initiativesand notew

orthy efforts have begun in the areas of corporaterestructuring, A

d revenue planning and Editorial content in addi-

tion to attributing more focus on the event m

anagement. It is an

on going affair for the company to receive recognitions and

improve its m

arket position in the industry. Increasing rate of lit-eracy across the country, grow

th in readership of Hindi new

spa-pers

and im

proved reach

to consum

ers and

increase in

the advertisement spend are m

ainly the driving forces for thecom

pany.K

eeping in

mind

the potential

available and

remaining

untapped, the com

pany has already begun it's pre-launch activitiesin the state of M

aharashtra, with great vigor since it is felt that

the company is w

ell best placed to capture the hugely under-penetrated regional m

arket, having huge scope for readershipand ad revenue expansion, clubbed w

ith high economic grow

thpotential of the region. W

ith high regard for its ability to identifynew

market opportunities and to expand its readership through

innovative market penetration strategies, as dem

onstrated inthe past, your com

pany has in place meticulous planning, strin-

gent controls, team creation and training, at every stage of this

project.B

esides, looking into the synergy available for the product mix

of print and non-print offers to customers, the com

pany hasm

erged into

itself the

radio business

of S

ynergy M

ediaE

ntertainment Lim

ited, a subsidiary of your company, as m

en-tioned in the D

irectors Report for the year under review

.

RIS

KS

, CO

NC

ER

NS

AN

D T

HR

EA

TS

:O

ur company perceives the follow

ing aspects, during the courseof the business:

vC

om

petitio

n :

The Indian new

spaper industry in general and Hindi new

spa-pers industry in particular have becom

e competitive. In each of

our market, w

e face competition from

other newspapers in cir-

culation, readership and advertising.

v M

anag

emen

t's percep

tion

: T

he overall growth in the econom

y, globally, has opened upm

ore potential for the company and the com

petition is healthyfor the com

pany, acting as a booster to achieving better resultsin the years to com

e. The im

pact of the growth w

ill be seen inthe advertisem

ent revenue of the company and w

ith the stabili-ty gained from

the experience during the gloomy year of 2008-

09, the company is consolidating it's position in the chosen

areas of business. To over com

e the competition, w

e equip ourselves with w

idelyrecognized national brand, experienced and dedicated m

an-agem

ent team, better reader connect, expanding net w

ork, flex-ible liquidity and investm

ent in product development, and con-

sistent focus on up gradation of technology and all these would

result in enhancement of our capabilities to m

eet the competi-

tion effectively. Besides, w

e face and competition as our m

oti-vational factor since w

e are continuously exploring our entry into

Man

agem

ent D

iscussio

n an

d A

nalysis rep

ort

IND

US

TR

YO

VE

RV

IEW

:

In keeping pace with the grow

th in the world econom

ies, partic-ularly in India and em

erging markets, the M

edia Industry in Indiais also poised for trem

endous growth.

The Indian M

edia & E

ntertainment industry grew

from IN

R 587

billion in 2009 to INR

652 billion in 2010, registering an overallgrow

th of 11 percent. Backed by positive industry sentim

ent andgrow

ing m

edia consum

ption, the

industry is

estimated

toachieve grow

th of 13 percent in 2011 to touch INR

738 billion.A

s the industry braces for exciting times ahead, the sector is

projected to grow at a C

AG

R of 14 percent to reach IN

R 1,275

billion by 2015. (Source : F

rames- R

eport by KP

MG

- 2011)T

he Media industry consisting of P

rint and Non-P

rint segments

is flooded with huge grow

th potential and all the players in theindustry are untiringly w

orking towards higher levels of achieve-

ment, in term

s of volume, value and stakeholders' enhance-

ment.

"With the increased spending pow

er, brand consciousness, bet-ter education levels and aspirations, w

e expect buoyant con-sum

erism in regional m

arkets and Tier2/3 cities. These con-

sumers have also preferred H

indi and regional dailies overE

nglish. The traditional m

onetization gap between E

nglish V/s

Hindi and other language new

spapers has already narrowed

and we w

ill see this trend continue on the back of this buoyantm

arket condition in Tier2/3 cities."

(Source : a quote in F

rames- R

eport by KP

MG

- 2011 )

The avenues for the N

on-Print front are also increasing and

Radio business is also having substantial potential for grow

th. "T

he industry will see grow

th from existing licenses (through

increased inventory utilization), from new

licenses in the existingcities and through the addition of new

cities as a part of Phase

Three. A

s the new cities being added in P

hase Three are pri-

marily sm

all towns, they are not expected to contribute a large

share of industry growth in the m

edium term

." (Source : F

rames-

Report by K

PM

G- 2011 )

"In addition, in the light of the improved cost econom

ies and theexpectation from

Phase T

hree licensing, there could be interestin the sector from

new players. T

hese could include regionalprint players looking to leverage the radio opportunity, as w

ell asm

usic companies." (S

ource : Fram

es- Report by K

PM

G- 2011 )

OP

ER

AT

ION

S A

T A

GL

AN

CE

:F

rom a hum

ble beginning with one H

indi edition from B

hopal in1958,

Dainik

Bhaskar

group has

today em

erged as

the m

ost widely read new

s paper group in the country. We are one

of the leading print media com

panies in India, publishing news-

papers with 59 editions and 135 sub-editions in three languages

(Hindi, G

ujarati and English) in 13 states in India. W

e have apresence in a substantial portion of N

orth, Central and W

esternIndia, especially the rem

arkable presence and coverage in Non-

metro region, w

hich is a key strength and advantage over ourcom

petitors.D

uring the year under review, the com

pany launched Dainik

Bhaskar in R

anchi in August 2010, in B

hatinda in Septem

ber2010, Jam

mu in O

ctober 2010, in Jamshedpur in D

ecember

2010 and

in S

riganganagar, A

lwar,

Sikar

and B

hilwara

inJanuary 2011. F

urther, the company also launched "D

B S

tar" inJo

dh

pu

r a

nd

R

aip

ur

an

d

"Bu

sine

ss B

ha

skar"

in

Jaip

ur.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 22

23

newer m

arkets, suiting the potential for growth for our business

avenues.

v D

epen

den

ce on

advertisem

ent reven

ue :

We rely substantially on advertising custom

ers for our revenue.D

uring the year ended on March, 31, 2011, w

e derived adver-tisem

ent revenue 79.50% of total revenue and during the year

ended on March, 31, 2010 the sam

e was 75.78%

.

v M

anag

emen

t's percep

tion

: W

e came out of the m

ost economically difficult financial year

2008-09 and we have registered a grow

th of 22.95% in total rev-

enue by achieving turnover of Rs. 1261.64 C

rores during theyear 2010-11 as com

pared to the same of R

s.1026.13 Crores

during the year 2009-10. The grow

th is after effect of demerger

of Radio division of S

ynergy Media E

ntertainment Ltd. (S

ME

L)into the com

pany with effect from

1st April'10.

v N

ewsp

rint p

rice fluctu

ation

:N

ewsprint form

s the major raw

material com

ponent for our busi-ness and represents a significant portion of our expenses. F

orthe year ended M

arch 31, 2011 and March31, 2010, new

sprintcost represented 45.00%

and 48.21% respectively of our total

expenses. The volatility in new

sprint prices is not in control ofprint m

edia businesses.

v M

anag

emen

t's percep

tion

: T

he year 2008-09 had seen the peak of newsprint prices at

unrealistically high levels. How

ever, these prices have declinedsig

nifica

ntly

du

ring

th

e

yea

r u

nd

er

revie

w.

Be

side

s, th

enew

sprint price movem

ent is consistently monitored by the com

-pany and prom

pt decisions on procurement planning w

ill contin-ue to result in reduced consum

ption cost in future, as evidencedby the com

pany in the financial year 2011.

v S

enio

r man

agem

ent team

:W

e have a team of professionals to oversee the operations and

growth of our business. O

ur success is substantially dependenton the expertise and services of our m

anagement team

. The

loss of services of such managem

ent personnel or key person-nel could have an adverse effect on our business. F

urther ourability to m

aintain our leadership position in the print media busi-

ness depends on our ability to attract, train, motivate and retain

highly skilled personnel.

v M

anag

emen

t's percep

tion

: T

he company has team

of professional managers com

mensu-

rate with its size of operations, w

ith dependence on no singleperson. W

e have second line managem

ent in all our depart-m

ents to take over from seniors. F

urther, as the company is

enjoying leadership position, it does not have threat of losingkey personnel, as evident from

the fact that we have not had

any significant turnover at senior managem

ent level. Further the

managem

ent assesses all the related risks periodically andkeeps a close tab and m

onitoring of the same. T

his enables thecom

pany embark up on plans for m

inimization and m

itigation,as and w

hen required, pro-actively.

FIN

AN

CIA

LP

ER

FO

RM

AN

CE

:T

he consolidated results include income from

MY

FM

radio busi-ness and the im

pact of the demerger of radio business of

Synergy M

edia Entertainm

ent Limited.

Sales an

d o

ther o

peratin

g In

com

e :

It comprises new

spaper sales, advertisement revenue, event

managem

ent income, job w

ork charges and scrap and wastage

paper sale. We registered a grow

th of 22.95% by achieving

turnover of Rs.1261.63. C

rores during the year 2010-11 as com-

pared to Rs. 1026.13 C

rores during the year 2009-10. The

growth w

as noted in all revenue streams. A

dvertising revenuegrew

from R

s 777.59 Crores to R

s1003.03 Crores registering an

increase of 28.99%. T

he growth is after effect of dem

erger ofR

adio division of Synergy M

edia Entertainm

ent Ltd (SM

EL) into

the company w

ith effect from 1st A

pril'10.

Oth

er Inco

me:

It comprises of interest incom

e. Other incom

e decreased by6.51%

by registering income of R

s16.50 Crores in the year

2010-11 as compared to R

s17.65 Crores in 2009-10.

Raw

Material co

nsu

med

:N

ewsprint consum

ption increased from R

s. 327.86 Crores to

Rs. 383.90 C

rores during the year 2010-11 due to set up of newunits in Jharkhand, G

ujarat, Punjab, H

aryana, Rajasthan, regis-

tering increase of nearly 17%. W

e have maintained close m

on-itoring and control over consum

ption quantity and wastage.

Op

erating

cost :

It mainly com

prises cost of stores and spares consumed, print-

ing job expenses, electricity charges and plant repairs andm

aintenance etc. There is an increase in operating expenses by

13.15% due to expansion of business.

Em

plo

yees cost :

Em

ployees cost has been increased by 55.19% due to set up of

various new units in the state of G

ujarat, Rajasthan, H

aryana,P

unjab, Jharkhand and MP. F

urther the increase is after effectof dem

erger of Radio division of S

ynergy Media E

ntertainment

Ltd. (SM

EL) into the com

pany with effect from

1st April'10

Dep

reciation

:D

epreciation in 2010-11 increased by about 60.51% due to

addition in

fixed assets

and the

increase is

after effect

ofdem

erger of Radio division of S

ynergy Media E

ntertainment

Ltd.(SM

EL) in the com

pany with effect from

1st April'10

Fin

ancial co

st :F

inancial cost decreased from R

s. 32.34 Crores in 2009-10 to

Rs.15.28 C

rores, in 2010-11, registering a decline of 52.75%and this w

as achieved due to repayment of loans.

Earn

ing

on

Exch

ang

e fluctu

ation

:D

uring the year 2010-11, we earned R

s. 8.72 lacs on account ofE

xchange fluctuation gain as compared to gain of R

s.89.45 lacsin previous year.

Pro

fit befo

re taxation

:P

rofit before taxation increased from R

s. 304.76 Crores to R

s.366.98 C

rores registering a growth of 20.41%

in the year 2010-11 due to increase in revenue.

Taxation

:Tax provision w

as increased due to increased profits of the com-

pany.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 23

24

FU

TU

RE

OU

TL

OO

K :

Dainik B

haskar group is comm

itted to being at the front of them

edia business embracing everything new

Media have to offer

and the technology necessary for leadership.

We believe that m

edia industry is growing and the business

potential is substantial. We continue our steps to m

ake our mark

and brands in newer locations in addition to offering im

provedproducts and value added services in the existing areas, as hasalw

ays been our vision. In this direction, we believe that the

innovative approach adopted by us would pave a long w

ay forachieving our long term

objectives.

Disclaim

er : It may please be noted that the statem

ents in thisM

anagement D

iscussion and Analysis R

eport describing theC

ompany's objectives and predictions m

ay be forward looking

within the m

eaning of the applicable regulations. Actual results

may differ m

aterially from those either expressed or im

plied inthe statem

ent depending on circumstances.

INT

ER

NA

LC

ON

TR

OL

S :

The system

of internal controls adopted in the company, com

-m

ensurate with its nature and size of business is proper and

adequate to ensure that all assets are safeguarded and protect-ed against any loss and that all transactions are authorized,recorded and reported correctly. T

hese are further supplement-

ed by an extensive program of effective and continuous internal

audit by various independent firms of C

hartered Accountants at

various locations and the reports are reviewed periodically by

the Audit C

omm

ittee. The internal control system

is designed toensure that all financial and other records are reliable for prepar-ing financial statem

ents and other data and for maintaining

accountability of assets and compliance w

ith applicable statuto-ry requirem

ents. The com

pany always provides for cost savings

and profit enhancement ideas and recom

mendations m

ade bythe Internal A

udit Departm

ent are also considered by the Audit

Com

mittee. T

he process of SA

Padopted by the com

pany cov-ers m

any business processes for closer monitoring of im

provedcontrols and ensuring transparency. T

he company also has a

strong and exhaustive budgetary control and performance m

an-agem

ent system to m

onitor the progress on realization of busi-ness objectives on an ongoing basis.

UT

ILIS

AT

ION

OF

IPO

PR

OC

EE

DS

:

The total IP

O proceeds received by the C

ompany are R

s 2,690,065,000. Follow

ing are the details of utilization of IPO

proceeds tillM

arch 31, 2011. (F

igures in Rs.)

Particu

larsA

mo

un

t to b

e A

ctual

Balan

ce to b

eu

tilized as p

er U

tilization

tillu

tilized as o

nP

rosp

ectus

March

31, 2011M

arch 31, 2011

Setting up new

publishing units 600,000,000

448,361,906151,638,094

Upgrading existing plant &

machinery

305,000,000392,122,896

(87,122,896)S

ales and marketing

501,000,0003,804,070

497,195,930R

educing working capital loans

41,460,00041,460,000

-P

repaying existing term loans

1,100,000,0001,100,000,000

-Issue E

xpenses paid out of IPO

Proceeds

142,605,000111,578,053

31,026,947

Total

2,690,065,0002,097,326,925

592,738,075

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 24

25

ToTh

e Mem

bers o

f D.B

. Co

rp L

imited

1.

We have audited the attached B

alance Sheet of D

.B. C

orpLim

ited ('the Com

pany') as at March 31, 2011 and also

the Profit and Loss account and the C

ash Flow

Statem

entfor the year ended on that date annexed thereto. T

hesefinancial statem

ents are the responsibility of the Com

pany'sm

anagement. O

ur responsibility is to express an opinion onthese financial statem

ents based on our audit.2.

We conducted our audit in accordance w

ith auditing stan-dards generally accepted in India. T

hose Standards require

that we plan and perform

the audit to obtain reasonableassurance about w

hether the financial statements are free

of material m

isstatement. A

n audit includes examining, on a

test basis, evidence supporting the amounts and disclosures

in the financial statements. A

n audit also includes assessingthe accounting principles used and significant estim

atesm

ade by managem

ent, as well as evaluating the overall

financial statement presentation. W

e believe that our auditprovides a reasonable basis for our opinion.

3.A

s required by the Com

panies (Auditor's R

eport) Order,

2003 (as

amended)

('the O

rder') issued

by the

Central

Governm

ent of India in terms of sub-section (4A

) of section227 of the C

ompanies A

ct, 1956 ('the Act'), w

e enclose in theA

nnexure a statement on the m

atters specified in para-graphs 4 and 5 of the said O

rder.4.

Further to our com

ments in the A

nnexure referred to above,w

e report that:(i)

We have obtained all the inform

ation and explana tions,w

hich to the best of our knowledge and belief w

ere necessary for the purposes of our audit;

(ii)In our opinion, proper books of account as required by law

have been kept by the Com

pany so far as appears from

our examination of those books;

(iii)T

he balance sheet, profit and loss account and cashflowstatem

ent dealt with by this report are in agreem

ent w

ith the books of account;(iv)

In our opinion, the balance sheet, profit and loss accountand cash flow

statement dealt w

ith by this report comply

with the accounting standards referred to in sub-section

(3C) of section 211 of the A

ct.(v)

On the basis of the w

ritten representations receivedfrom

the directors, as on March 31, 2011, and taken on

record by the Board of D

irectors, we report that none of

the directors is disqualified as on March 31, 2011 from

being appointed as a director in term

s of clause (g) of sub-section (1) of section 274 of the A

ct.(vi)

In our opinion and to the best of our information and

according to the explanations given to us, the saidaccounts give the inform

ation required by the Act, in the

manner so required and give a true and fair view

in conform

ity w

ith the

accounting principles

generallyaccepted in India;(a)

in the case of the balance sheet, of the state of affairs of the C

ompany as at M

arch 31, 2011; (b)

in the case of the profit and loss account, of the profit of the C

ompany for the year ended on that

date; and(c)

in the case of cash flow statem

ent, of the cash flow

s for the year ended on that date.

For S.R. Batliboi & AssociatesFor G

upta Navin K. & Co.Firm

registration number: 101049W

Firm registration num

ber: 06263CChartered Accountants

Chartered Accountants

per Amit M

ajmudar

per Navin K. Gupta

PartnerPartner

Mem

bership No. 36656M

embership No. 75030

Mum

baiM

ay 18, 2011

An

nexu

re referred to

in parag

raph

3 of o

ur rep

ort o

f evend

ate Re: D

.B. C

orp

Lim

ited ('th

e Co

mpan

y')(i)

(a) T

he Com

pany has maintained proper records show

ing full particulars, including quantitative details and situationof fixed assets.

(b)A

ll fixed assets have not been physically verified by the m

anagement during the year but there is a regular pro

gramm

e of verification which, in our opinion, is reason

able having regard to the size of the Com

pany and the nature of its assets. A

s informed, no m

aterial discrepancies w

ere noticed on such verification. (c)

There w

as no substantial disposal of fixed assets during the year.

(ii) (a)

The m

anagement has conducted physical verification of

inventory at reasonable intervals during the year.(b)

The procedures of physical verification of inventory fol

lowed

by the

managem

ent are

reasonable and

adequate in relation to the size of the C

ompany and the

nature of its business. (c)

The C

ompany is m

aintaining proper records of inventoryand no m

aterial discrepancies were noticed on physical

verification.(iii)

(a)T

he Com

pany has granted unsecured loans to two com

panies covered in the register maintained under section

301 of the Act. T

he maxim

um am

ount involved during theyear w

as Rs 499,441,154 and the year- end balance of

loans granted was R

s 382,427,644.(b)

In our opinion and according to the information and

explanations given to us, the rate of interest and other term

s and conditions for such loans are not prima facie

prejudicial to the interest of the Com

pany.(c)

In respect of loans granted to one of the parties, repaym

ent of the principal amount is as stipulated and pay

ment of interest have been regular. In respect of loans

granted to other parties, we are inform

ed that the loans including interest thereon are re-payable on dem

and. As

informed, the C

ompany has not dem

anded repayment of

any such loan and interest during the year, thus, there has been no default on the part of the parties to w

hom

the money has been lent.

(d)T

here is no overdue amount of loans granted to com

panies, firm

s or other parties listed in the register main

tained under section 301 of the Act.

(e)T

he Com

pany has not taken any loans, secured or unsecured from

companies, firm

s or other parties covered in the register m

aintained under section 301 of the Act.

Accordingly, clauses 4 (iii) (f) and (g) of the O

rder are not applicable.

(iv)In our opinion and according to the inform

ation and explana-tions given to us, there is an adequate internal control system

Au

dito

rs' Rep

ort

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 25

26

comm

ensurate with the size of the C

ompany and the nature of

its business, for the purchase of inventory and fixed assetsand for the sale of goods and services. D

uring the course ofour audit, no m

ajor weakness has been noticed in the internal

control system in respect of these areas, and w

e have notobserved any continuing failure to correct m

ajor weakness in

internal control system of the C

ompany.

(v)(a)

According to the inform

ation and explanations provided by the m

anagement, w

e are of the opinion that the particulars of contracts or arrangem

ents referred to in section 301 of the A

ct that need to be entered into the register m

aintained under section 301 have been so entered.(b)

In respect of transactions made in pursuance of such

contracts or arrangements exceeding value of R

upees five lakhs entered into during the financial year, because of

the unique

and specialized

nature of

the item

s involved and absence of any com

parable prices, we are |

unable to comm

ent whether the transactions w

ere made

at prevailing market prices at the relevant tim

e.(vi)

The C

ompany has not accepted any deposits from

the public.(vii)

In our opinion, the Com

pany has an internal audit systemcom

mensurate w

ith the size and nature of its business.(viii)

To the best of our knowledge and as explained, the C

entralG

overnment has not prescribed m

aintenance of cost recordsunder clause (d) of sub-section (1) of section 209 of the A

ct forthe products of the C

ompany.

(ix) (a)

The C

ompany is regular in depositing w

ith appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, em

ploees' state insurance, incom

e-tax, sales-tax, wealth-tax, ser

vice tax, customs duty, cess and other m

aterial statutory dues applicable to it. T

he provisions relating to

excise duty are not applicable to the C

ompany.

Further, since the C

entral Governm

ent has till date not prescribed the am

ount of cess payable under section 441 A

of the Act, w

e are not in a position to comm

ent upon the regularity or otherw

ise of the Com

pany in depositing the sam

e.(b)

According to the inform

ation and explanations given to us, no m

aterial undisputed amounts payable in respect

of provident

fund, investor

education and

protection fund, em

ployees' state insurance, income-tax, w

ealth-tax, service tax, sales-tax, custom

s duty, cess and other undisputed statutory dues w

ere outstanding, at the year end, for a period of m

ore than six months from

the date they becam

e payable. The provisions relating to excise

duty are not applicable to the Com

pany.(c)

According to the records of the C

ompany, the dues out

standing of income-tax, sales-tax, w

ealth-tax, service tax, custom

s duty, excise duty and cess on account of any dispute, are as follow

s

(x)T

he Com

pany has no accumulated losses at the end of the

financial year and it has not incurred cash losses in the cur-rent and im

mediately preceding financial year.

(xi)B

ased on our audit procedures and as per the information

and explanations given by the managem

ent, we are of the

opinion that the Com

pany has not defaulted in repayment of

dues to a financial institution and bank. The C

ompany did

not have any outstanding debentures during the year. (xii)

According to the inform

ation and explanations given to usand based on the docum

ents and records produced to us,the C

ompany has not granted loans and advances on the

basis of security by way of pledge of shares, debentures and

other securities.(xiii)

In our opinion, the Com

pany is not a chit fund or a nidhi /m

utual benefit fund / society. Therefore, the provisions of

clause 4(xiii)

of the

Order

are not

applicable to

theC

ompany.

(xiv)In our opinion, the C

ompany is not dealing in or trading in

shares, securities,

debentures and

other investm

ents.A

ccordingly, the provisions of clause 4(xiv) of the Order are

not applicable to the Com

pany.(xv)

According to the inform

ation and explanations given to us,the C

ompany has given guarantee for loans taken by others

from bank or financial institutions, the term

s and conditionsw

hereof in our opinion are not prima-facie prejudicial to the

interest of the Com

pany.(xvi)

Based on inform

ation and explanations given to us by them

anagement, term

loans were applied for the purpose for

which the loans w

ere obtained.(xvii)A

ccording to the information and explanations given to us

and on an overall examination of the balance sheet of the

Com

pany, we report that no funds raised on short-term

basishave been used for long-term

investment.

(xviii)The C

ompany has not m

ade any preferential allotment of

shares to parties or companies covered in the register m

ain-tained under section 301 of the A

ct. (xix)

The C

ompany did not have any outstanding debentures dur-

ing the year.(xx)

We have verified that the end use of m

oney raised by pub-lic issues is as disclosed in the notes to the financial state-m

ents.(xxi)

Based upon the audit procedures perform

ed for the purposeof reporting the true and fair view

of the financial statements

and as per the information and explanations given by the

managem

ent, we report that no fraud on or by the C

ompany

has been noticed or reported during the course of our audit.

For S.R. Batliboi & AssociatesFor G

upta Navin K. & Co.Firm

registration number: 101049W

Firm registration num

ber: 06263CChartered Accountants

Chartered Accountants

per Amit M

ajmudar

per Navin K. Gupta

PartnerPartner

Mem

bership No. 36656M

embership No. 75030

Mum

baiM

ay 18, 2011

Nam

e of N

ature ofA

mount

Period to which

Forum w

herethe statute

dues(R

s)the am

ountdispute is

relatespending

Income-tax

Income tax

11,200,040Assessm

ent yearAppellate tribunal,

Act, 1961dues

2008-09Ahm

edabad

Income-tax

Income tax

2,034,830Assessm

ent yearC

omm

issioner of Act, 1961

dues2009-10

Income tax,

Ahmedabad

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 26

27

BA

LA

NC

E S

HE

ET

AS

AT

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees)

Sch

edu

lesA

s At

As A

t M

arch 31, 2011

March

31, 2010

SO

UR

CE

S O

F F

UN

DS

Sh

areho

lders' F

un

ds

Share C

apital1

1,832,842,3101,815,156,050

Stock O

ptions outstanding2

28,919,04512,965,726

Reserves and S

urplus3

6,691,448,9945,476,371,476

8,553,210,3497,304,493,252

Lo

an F

un

ds

Secured Loans

42,081,725,340

2,728,630,982 U

nsecured Loans5

290,349,265 241,008,762

2,372,074,605 2,969,639,744

Deferred

Tax Liab

ilities (Net)

6694,597,627

608,762,958

TOTA

L11,619,882,581

10,882,895,954

AP

PL

ICA

TIO

N O

F F

UN

DS

Fixed

Assets

7G

ross Block

8,363,183,802 6,059,323,218

Less : Accum

ulated depreciation / amortisation

1,711,569,524 998,234,795

Net B

lock6,651,614,278

5,061,088,423 C

apital Work-in-progress including C

apital Advances

680,090,624 614,282,768

7,331,704,902 5,675,371,191

Investm

ents

8520,327,800

910,786,000 C

urren

t Assets, L

oan

s and

Ad

vances

Inventories9

728,033,099 721,615,361

Sundry D

ebtors10

2,385,688,638 1,834,818,477

Cash and B

ank Balances

111,661,621,130

1,869,377,994 Loans and A

dvances12

1,055,424,450 1,668,816,547

A5,830,767,317

6,094,628,379 L

ess : Cu

rrent L

iabilities an

d P

rovisio

ns

Current Liabilities

131,632,626,057

1,538,634,024 P

rovisions 14

540,118,275 384,952,163

B2,172,744,332

1,923,586,187

Net C

urrent Assets

(A-B

)3,658,022,985

4,171,042,192

Miscellaneous E

xpenditure15

109,826,894 125,696,571

(to the extent not written off or adjusted)

TOTA

L11,619,882,581

10,882,895,954

NO

TE

S TO

AC

CO

UN

TS

25The Schedules referred to above and Notes to Accounts form

an integral part of the Balance Sheet.As per our Report of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or G

up

ta Navin

K. &

Co

.F

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WF

irm reg

istration

nu

mb

er: 06263CD

.B. C

orp

Lim

itedC

hartered

Acco

un

tants

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Man

agin

g D

irector

Directo

r P

artner

Partn

erM

embership N

o. 36656M

embership N

o. 75030

Mum

baiM

ay 18, 2011C

om

pany S

ecretary

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 27

28

PR

OF

IT A

ND

LO

SS

AC

CO

UN

T F

OR

TH

E Y

EA

R E

ND

ED

MA

RC

H 31, 2011(A

mo

un

ts in In

dian

Ru

pees)

Sch

edu

lesF

or th

e Year E

nd

edF

or th

e Year E

nd

ed

March

31, 2011M

arch 31, 2010

INC

OM

ES

ales16

2,291,469,563 2,250,708,317

Income from

Event M

anagement

151,469,431111,096,269

Advertisem

ent Income

10,030,346,059 7,775,851,234

Other O

perating Income

17143,090,733

123,720,771 12,616,375,786

10,261,376,591

EX

PE

ND

ITU

RE

Raw

Materials C

onsumed

183,839,083,276

3,278,675,591 Increase in S

tock of Finished G

oods(604,314)

(15,938)E

vent Expenses

148,803,282 102,432,523

Operating E

xpenses19

1,307,782,214 1,155,736,330

Personnel E

xpenses20

1,790,276,3421,153,577,933

General and A

dministrative E

xpenses21

773,328,450 512,484,620

Selling and D

istribution Expenses

22672,450,041

597,646,224 O

peratin

g P

rofit b

efore in

terest and

dep

reciation

4,085,256,4953,460,839,308

Other Incom

e (Interest Income)

23164,975,346

176,544,941 F

inancial Expenses

24152,837,144

323,387,926 D

epreciation / Am

ortisation7

427,635,700 266,411,936

Pro

fit Befo

re Tax3,669,758,997

3,047,584,387

Tax Exp

ense

Current Tax

894,192,943840,010,000

Deferred Tax C

harge85,834,669

215,943,289 P

rovision for tax of earlier years16,500,000

1,208,404 996,527,612

1,057,161,693

Pro

fit for th

e Year

2,673,231,385 1,990,422,694

Balance brought forw

ard from previous year

2,180,841,150 764,285,596

Pro

fit available fo

r Ap

pro

priatio

n4,854,072,535

2,754,708,290

Ap

pro

priatio

ns :

Interim D

ividend363,083,050

136,135,954P

roposed Final D

ividend366,596,274

226,908,256 Tax on D

ividend119,774,637

60,822,930 Transfer to G

eneral Reserve

300,000,000 150,000,000

1,149,453,961573,867,140

Balan

ce carried to

Balan

ce Sh

eet3,704,618,574

2,180,841,150

Earnings P

er Share (R

efer Note 13 of S

chedule 25)B

asic Earning P

er Share

14.7311.56

Diluted E

arning Per S

hare14.70

11.55 N

ominal V

alue Per S

hare10

10

NO

TE

S TO

AC

CO

UN

TS

25

The Schedules referred to above and N

otes to Accounts form

an integral part of the Profit and Loss A

ccount.A

s per our Report of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or G

up

ta Navin

K. &

Co

.F

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WF

irm reg

istration

nu

mb

er: 06263CD

.B. C

orp

Lim

itedC

hartered

Acco

un

tants

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Man

agin

g D

irector

Directo

r P

artner

Partn

erM

embership N

o. 36656M

embership N

o. 75030

Mum

baiM

ay 18, 2011C

om

pany S

ecretary

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 28

29

SC

HE

DU

LE

S F

OR

MIN

G PA

RT

OF

TH

E B

AL

AN

CE

SH

EE

T A

S A

T M

AR

CH

31, 2011(A

mo

un

ts in In

dian

Ru

pees, excep

t share d

ata)

As A

tA

s At

March

31, 2011M

arch 31, 2010

Sch

edu

le 1S

HA

RE

CA

PITA

L

Au

tho

rised :

249,000,000(P

revious Year 249,000,000) Equity S

hares of Rs. 10 each

2,490,000,0002,490,000,000

1,000(P

revious Year 1,000), 0%, N

on- Convertible R

edeemable

Preference S

hares of Rs. 10,000 each

10,000,000 10,000,000

2,500,000,0002,500,000,000

Issued

, Su

bscrib

ed an

d P

aid u

p :

183,283,231(P

revious Year 181,514,605) Equity S

hares of Rs.10 each fully paid up

1,832,832,310 1,815,146,050

1(P

revious Year 1), 0%, N

on - Convertible R

edeemable

Preference S

hare of Rs. 10,000 each

10,000 10,000

No

tes :a)

Of the above, 166,652,850 (P

revious Year 166,652,850) Equity shares of R

s. 10 each,fully paid up have been issued as bonus shares by capitalisation of G

eneral Reserve

b) O

f the above shares, 3,869,255 (Previous Year 2,136,755) E

quity shares have beenissued for a consideration other than cash (R

efer Note 4A

of Schedule 25)

c)1 (P

revious Year 1) Preference share of R

s. 10,000 has been issued for consideration other than cash

d)P

reference shares are redeemable at par after five years from

the date of allotm

ent i.e. July 31, 2007e)

For E

mployee S

tock Option S

cheme R

efer Note 15 of S

chedule 25f)

For S

hares issued pursuant to an Initial Public O

ffer Refer N

ote 3 of Schedule 25

1,832,842,3101,815,156,050

Sch

edu

le 2S

TOC

K O

PT

ION

S O

UT

STA

ND

ING

(Refer N

ote 15 of Schedule 25)

Em

ployee Stock O

ptions outstanding57,831,008

25,109,412 Less: D

eferred Em

ployee Com

pensation outstanding26,166,387

12,143,686

31,664,621 12,965,726

Less: Value of E

mployee C

ompensation of options exercised

2,745,576 -

28,919,045 12,965,726

Sch

edu

le 3R

ES

ER

VE

S A

ND

SU

RP

LU

SG

eneral R

eserve A

s per last Balance S

heet929,597,888

779,597,888 A

dd : Transferred from P

rofit and Loss Account

300,000,000 150,000,000

Less: Adjusted pursuant to the schem

e of arrangement (R

efer Note 4A

of Schedule 25)

615,563,846 -

614,034,042929,597,888

Secu

rities Prem

ium

Acco

un

tA

s per last Balance S

heet2,365,932,438

88,200 A

dd: Received on account of F

resh Issue of Equity S

hares (Refer N

ote 3 of Schedule 25)

- 2,562,815,000

Add: R

eceived on exercise of employee stock options

6,863,940-

Less: Share Issue expenses (R

efer Note 3 of S

chedule 25)-

196,970,762 2,372,796,378

2,365,932,438 P

rofit an

d L

oss A

ccou

nt

3,704,618,574 2,180,841,150

6,691,448,994 5,476,371,476

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 29

30

SC

HE

DU

LE

S F

OR

MIN

G PA

RT

OF

TH

E B

AL

AN

CE

SH

EE

T A

S A

T M

AR

CH

31, 2011(A

mo

un

ts in In

dian

Ru

pees, excep

t share d

ata)

As A

tA

s At

March

31, 2011M

arch 31, 2010

Sch

edu

le 4

SE

CU

RE

D L

OA

NS

Term L

oan

s - R

upee Loans from B

anks480,000,000

660,000,000 - R

upee Loans from F

inancial Institution-

77,777,758 - F

oreign Currency Loan from

Financial Institution

1,264,944,748 1,418,250,923

Wo

rking

Cap

ital Lo

ans

- Cash C

redit Facilities from

Banks

51,612,055121,698,805

- Buyers' C

redit from B

ank285,168,537

450,903,496

(For S

ecurity Refer N

ote 5 of Schedule 25)

2,081,725,340 2,728,630,982

Sch

edu

le 5U

NS

EC

UR

ED

LO

AN

S

Security D

eposits Received

290,349,265241,008,762

290,349,265 241,008,762

Sch

edu

le 6D

EF

ER

RE

D TA

X L

IAB

ILIT

IES

(NE

T)

Deferred

Tax Liab

ilitiesD

epreciation814,647,539

664,227,093

814,647,539664,227,093

Deferred

Tax Assets

Provision for D

oubtful Debts and A

dvances61,837,662

21,318,660 P

rovision for Gratuity and Leave E

ncashment

16,219,00311,893,675

Provision for D

iminution in value of Investm

ent32,387,063

17,844,750 P

rovision for Em

ployee Stock O

ption Schem

e9,606,184

4,407,050

120,049,912 55,464,135

Deferred

Tax Liab

ilities (Net)

694,597,627608,762,958

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 30

31

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2011(Amounts in Indian Rupees)

Schedule 7FIXED ASSETS

Assets Gross Block Accumulated Depreciation/Amortisation Net BlockAs At Transfer in Additions Deductions As At Up To Transfer in For the On Up To As At As At

April 1, 2010 accordance with during during March 31, 2011 April 1, 2010 accordance with year deductions March 31, 2011 March 31, 2011 March 31, 2010scheme of the year the year scheme of

arrangement as arrangement asat April 1, 2010 at April 1, 2010

Tangible Assets

Land

- Freehold 37,737,900 - 24,496,413 - 62,234,313 - - - - - 62,234,313 37,737,900

- Leasehold 11,192,602 - 18,754,976 - 29,947,578 411,916 - 400,124 - 812,040 29,135,538 10,780,686

Buildings

- Freehold 557,736,270 - 116,860,508 - 674,596,778 28,595,931 - 19,793,382 - 48,389,313 626,207,465 529,140,339

- Leasehold - - 509,727,738 - 509,727,738 - - 575,964 - 575,964 509,151,774 -

Leasehold Improvements 47,801,132 2,941,561 11,102,564 - 61,845,257 5,769,077 514,975 5,430,472 - 11,714,524 50,130,733 42,032,055

Plant and Machinery 4,417,476,404 442,098,801 374,974,211 11,852,244 5,222,697,172 589,883,633 120,407,875 261,933,422 3,042,422 969,182,508 4,253,514,664 3,827,592,771

(Refer Note 2 Below)

Office Equipments 140,761,484 20,279,477 20,547,996 1,667,383 179,921,574 33,211,351 5,610,034 9,739,822 605,401 47,955,806 131,965,768 107,550,133

Vehicles 19,759,905 1,776,581 4,815,743 1,605,801 24,746,428 15,106,807 327,499 1,705,815 907,862 16,232,259 8,514,169 4,653,098

Furniture and Fixtures 160,853,986 52,544,397 26,934,103 67,698 240,264,788 48,048,086 9,294,900 15,327,842 39,861 72,630,967 167,633,821 112,805,900

Electric Fitting, Fans

and Coolers 209,215,560 12,613,319 47,671,758 - 269,500,637 27,979,685 3,511,364 12,395,297 - 43,886,346 225,614,291 181,235,875

Computers 302,610,633 19,087,437 58,808,699 4,720,614 375,786,155 205,514,394 7,980,965 32,676,620 3,653,202 242,518,777 133,267,378 97,096,239

D.G.Sets 99,884,175 - 36,200,489 - 136,084,664 10,683,436 - 5,450,403 - 16,133,839 119,950,825 89,200,739

Intangible Assets

Computer Software 28,683,650 - 9,336,553 - 38,020,203 14,880,871 - 5,955,458 - 20,836,329 17,183,874 13,802,779

Goodwill 25,609,517 - - - 25,609,517 18,149,608 - 5,030,979 - 23,180,587 2,428,930 7,459,909

One Time License Fees - 512,201,000 - - 512,201,000 - 146,300,165 51,220,100 - 197,520,265 314,680,735 -

Total 6,059,323,218 1,063,542,573 1,260,231,751 19,913,740 8,363,183,802 998,234,795 293,947,777 427,635,700 8,248,748 1,711,569,524 6,651,614,278 5,061,088,423

Capital Work-in-progress 680,090,624 614,282,768

(including Capital Advances)

(Refer Note 1, 3 and 4 Below)

7,331,704,902 5,675,371,191

Previous year ended

March 31, 2010 3,589,445,271 - 2,482,086,208 12,208,261 6,059,323,218 736,132,152 - 266,411,936 4,309,293 998,234,795 5,061,088,423 614,282,768

Notes

1) For details of Pre operative expenses and borrowing costs capitalised Refer Note 18 of Schedule 25.

2) Plant and Machinery above include Common Transmitters Infrastructure which are Jointly held assets as at March 31, 2011:

Gross Block - Rs. 127,300,000

Net Block - Rs.101,333,902

% of Ownership - 30.26%

3) Additions during the year and Capital Work-in-progress as at March 31, 2011 includes exchange differences Rs.442,492 [foreign exchange gain (net)] [Previous year Rs. 204,770,841 (foreign exchange loss (net))].

4) Additions during the year and Capital Work-in-progress as at March 31, 2011 includes Borrowing Cost capitalised Rs. Nil (Previous year Rs. 16,184,462).

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:26 AM Page 31

32

Schedule 8IN

VESTMEN

TS

Long Term Investm

ents (At cost)

U

nquoted and Non Trade

In Subsidiary C

ompanies: (R

efer Note 17(a) of S

chedule 25)

136,800 (P

revious Year 22,800,000) Equity S

hares of Rs. 10 each fully paid up

1,741,800 700,000,000

of Synergy M

edia Entertainm

ent Limited (R

efer Note 4A of S

chedule 25)

577,500 (P

revious Year 577,500) Equity S

hares of Rs. 10 each fully paid up

5,775,000 5,775,000

of I Media C

orp Limited

350,000

(Previous Year N

il) Zero Coupon Fully C

onvertible Debentures of R

s.

350,000,000

1,000 each fully paid up of I Media C

orp Limited

-

In Others : (R

efer Note 17(b) of Schedule 25)

100,000

(Previous Year 100,000) E

quity Shares of R

s. 10 each fully paid up

15,000,000

15,000,000

at a prem

ium of R

s. 140 per share of Dw

arkas Gem

s Limited

14,286 (P

revious Year 14,286) Equity S

hares of Rs. 10 each fully paid up

5,000,000 5,000,000

at a premium

of Rs. 340 per share of A

ayam H

erbal Private Lim

ited

375,000

(Previous Year 375,000) E

quity Shares of R

s. 10 each full paid up

15,000,000

15,000,000

at a prem

ium of R

s. 30 per share of Arvind C

oirfoam P

rivate Limited

100,000

(Previous Year 100,000) E

quity Shares of R

s. 10 each fully paid up

40,000,000

40,000,000

at a prem

ium of R

s. 390 per share of Micro S

ecure Solution Lim

ited (Refer N

ote 2 below)

81,085 (P

revious Year 81,085) Equity S

hares of Rs. 10 each fully paid up

30,000,000 30,000,000

at a premium

of Rs. 359.95 per share of N

aaptol Online Shopping Private Lim

ited (Refer N

ote 2 below)

230,415 (P

revious Year 230,415) Equity S

hares of Rs. 10 each fully paid up

50,000,000 50,000,000

at a premium

of Rs. 207 per share of N

eesa Leisure Limited

27,778

(Previous Year 27,778) E

quity Shares of R

s. 10 each fully paid up at a premium

10,000,000 10,000,000

of Rs. 350 per share of P

rofessionals Coaching C

ompany P

rivate Limited

1 (P

revious Year 1) 0%, Fully C

onvertible Debenture of R

s. 3 Crores fully paid up

30,000,000

30,000,000

of A

bbee Consum

ables and Peripherals S

shope Limited (R

efer Note 1 below

)

200,000

(Previous Year 200,000) 0%

, Fully Convertible D

ebentures of Rs. 100 each fully

20,000,000

20,000,000

paid up of C

ubit Com

puters Private Lim

ited (Refer N

ote 2 below)

N

il (P

revious Year 200,000) 14% N

on Convertible D

ebentures of Rs. 100 each fully paid up

-

20,000,000

of E

veronn Education Lim

ited

2,280,000 (P

revious Year Nil) Zero C

oupon Fully Convertible D

ebentures of Rs. 10 each

22,800,000

-

fully paid up of E

veronn Education Lim

ited

100 (P

revious year 100) Equity S

hares of Rs. 100 each fully paid up of U

nited New

s of India

10,000 10,000

10 (P

revious year 10) Equity S

hares of Rs. 100 each fully paid up of P

ress Trust of India

1,000 1,000

Aggregate am

ount of Unquoted investm

ents

595,327,800

940,786,000 Q

uoted and Non-Trade (R

efer Note 17(b) of S

chedule 25)

300,000

(Previous Year 300,000) E

quity Shares of R

s. 10 each fully paid up

22,500,000

22,500,000

at a prem

ium of R

s. 65 per share of Ajcon G

lobal Services Lim

ited

(Market Value as at M

arch 31, 2011 is Rs. 6,330,000) (A

s at March 31, 2010 R

s. 2,994,000)

Aggregate am

ount of Quoted investm

ents

22,500,000

22,500,000

A

ggregate Market value as at M

arch 31, 2011 is Rs. 6,330,000

(As at M

arch 31, 2010 Rs. 2,994,000)

617,827,800 963,286,000

Less: Provision for D

iminution in Value of Investm

ents

97,500,000

52,500,000

520,327,800

910,786,000 N

otes :

1) These investm

ents are yet to be transferred in the name of the C

ompany.

2) These investm

ents contain Lock-in-Period of tw

elve months from

the date of subscription/allotment.

Schedule 9

IN

VENTO

RIES (A

t lower of cost and net realisable value)

R

aw M

aterial - New

s Prints (Including S

tock in Transit Rs. 147,250,346)

573,865,091 619,901,028

(Previous Year R

s. 50,936,079)

Stores and S

pares

129,561,869

71,959,244 M

agazines

1,709,499

417,070 G

ifts / Prom

otional Products

22,896,640 29,338,019

728,033,099 721,615,361

SCH

EDU

LES FOR

MIN

G PA

RT O

F THE B

ALA

NC

E SHEET A

S AT MA

RC

H 31, 2011

(Am

ounts in Indian Rupees, except share data)

As A

tM

arch 31, 2011A

s At

March 31, 2010

33

Schedule 10

SUN

DRY D

EBTO

RS (R

efer Note 10 and 12(a) of S

chedule 25) (U

nsecured)

Debts outstanding for a period exceeding six m

onths :

- Considered G

ood

249,912,747

189,465,537 - C

onsidered Doubtful

125,480,554 62,720,386

375,393,301 252,185,923

Others D

ebts :

- Considered G

ood

2,135,775,891 1,645,352,940

2,511,169,192 1,897,538,863

Less : Provision for D

oubtful Debts

125,480,554 62,720,386

2,385,688,638 1,834,818,477

Schedule 11

CA

SH A

ND

BA

NK

BA

LAN

CES

C

ash on Hand

17,142,758 11,594,079

Cheques on H

and/Transit

185,607,254

82,156,988 B

alances with S

cheduled Banks:

O

n Current A

ccounts

361,882,997

338,433,014 O

n Fixed Deposit A

ccount (Refer N

ote 3 and 16 of Schedule 25)

1,096,988,121 1,437,193,913

1,661,621,130 1,869,377,994

Schedule 12

LOA

NS A

ND

AD

VAN

CES

(U

nsecured, considered good unless otherwise stated)

Loans and Advances to S

ubsidiaries (Refer N

ote 12(b) of Schedule 25)

- 847,111,139

Loans and Advances to E

mployees

22,890,129 13,722,576

Advances recoverable in cash or kind or for value to be received (R

efer Note 12(b) of S

chedule 25)

- Considered G

ood

400,398,591

268,619,855 - C

onsidered Doubtful

5,679,338 -

Inter Corporate D

eposits (Refer N

ote 12(b) of Schedule 25)

359,839,548 321,693,941

Deposit w

ith Governm

ent Authorities

54,721,079

31,165,971 Inter C

orporate Deposit against Lease of P

roperties (Refer N

ote 12(b) of Schedule 25)

132,950,000

132,950,000 D

eposit with O

thers

84,625,103

53,553,065

1,061,103,788

1,668,816,547 Less : P

rovision for Doubtful Loans and A

dvances

5,679,338 -

1,055,424,450 1,668,816,547

Schedule 13

CU

RR

ENT LIA

BILITIES

S

undry Creditors (R

efer Note 10 and 19 of S

chedule 25)

1,216,559,536

1,093,742,041 (Includes R

s. 26,405,159 against Capital G

oods) (Previous Year R

s. 96,478,418)

Advances from

Custom

ers

366,609,493

399,797,797 B

ook Overdraft

- 10,753,125

Interest Accrued but not due on loans

1,822,950

2,239,584 O

ther Liabilities

47,634,078

32,101,477

1,632,626,057

1,538,634,024 Schedule 14

PRO

VISION

S

P

rovision For Tax (Net of taxes paid R

s. 2,689,297,806)

58,944,501

78,742,280 (P

revious Year Rs. 1,731,280,040)

P

rovision For Fringe Benefit Tax (N

et of taxes paid Rs. 81,867,995)

6,613,316 6,613,316

(Previous Year R

s. 74,903,642)

Provision For W

ealth Tax

50,000

10,000 P

rovision For Gratuity (R

efer Note 14 of S

chedule 25)

7,807,371

7,137,589 P

rovision For Leave Encashm

ent (Refer N

ote 14 of Schedule 25)

40,499,289 27,854,097

Provision For P

roposed Dividend

366,732,717 226,908,256

Tax on Proposed D

ividend

59,471,081

37,686,625

540,118,275

384,952,163 Schedule 15

(to the extent not written off or adjusted)

Share Issue Expenses

Opening B

alance

-

41,764,142 A

dditions during the Year

- 155,206,620

Less: Transferred to Securities P

remium

Account (R

efer Note 3 of S

chedule 25)

-

196,970,762

-

- Term

Loan Processing Fees

Opening B

alance

125,696,571

175,106,651 Less: A

mortized during the Year

- C

harged to Profit and Loss A

ccount

15,869,677

43,721,667 - Transferred to C

apital Work in P

rogress

-

5,688,413

109,826,894

125,696,571

109,826,894

125,696,571

SCH

EDU

LES FOR

MIN

G PA

RT O

F THE B

ALA

NC

E SHEET A

S AT MA

RC

H 31, 2011

(Am

ounts in Indian Rupees, except share data)

As A

tM

arch 31, 2011A

s At

March 31, 2010

34

SCHEDULES FORM

ING PART O

F THE PROFIT AND LO

SS ACCOUNT FO

R THE YEAR ENDED MARCH 31, 2011

(Am

ounts in Indian Rupees, except share data)

For the Year EndedM

arch 31, 2011For the Year Ended

March 31, 2010

Schedule 16

S

ALE

S

S

ale of New

spapers (Refer N

ote 11(b) of Schedule 25)

2,084,953,525 2,052,110,962

Wastage S

ale

137,470,287

117,191,477 S

ale of Pow

er (Refer N

ote 11(b) of Schedule 25)

10,418,972 15,637,552

Sale of M

agazines (Refer N

ote 11(b) of Schedule 25)

58,626,779 65,768,326

2,291,469,563 2,250,708,317

Schedule 17

O

THE

R O

PE

RATIN

G IN

CO

ME

Printing Job C

harges

91,351,789

72,222,345 E

xcess Liabilities / provisions written back

39,560,727 24,594,795

Foreign Exchange G

ain (Net)

872,499 8,945,810

Miscellaneous Incom

e

11,305,718

17,957,821

143,090,733

123,720,771 Schedule 18

RA

W M

ATER

IALS

CO

NS

UM

ED

New

s Prints (R

efer Note 11(d) and 11(e) of S

chedule 25)

Opening Inventories

619,901,028

631,818,955 A

dd: Purchases during the Year

3,793,047,339 3,266,757,664

4,412,948,367 3,898,576,619

Less: Closing Inventories

573,865,091 619,901,028

3,839,083,276 3,278,675,591

Schedule 19

O

PE

RATIN

G E

XP

EN

SE

S

C

onsumption of S

tores and Spares (R

efer Note 11(e) of S

chedule 25)

587,046,859

514,905,721 P

rinting Job Work E

xpenses

109,959,802

172,183,645 N

ews C

ollection Expenses

159,041,008 210,023,380

Binding E

xpenses

32,016,227

26,448,405 E

lectricity and Water C

harges

154,613,559

124,318,208 R

epairs and Maintenance - M

achinery

109,733,755

86,455,123 License Fees

23,749,449 -

Tower R

ent and Other O

perating Rental

20,257,458 -

Royalty

68,383,705

3,740,000 O

ther Operating E

xpenses

42,980,392

17,661,848

1,307,782,214

1,155,736,330 Schedule 20

PE

RS

ON

NE

L EX

PE

NS

ES

Salaries, W

ages and Bonus

1,633,428,759 1,053,342,733

Contribution to P

rovident Fund and Other Funds

88,612,105 55,651,650

Workm

en and Staff W

elfare Expenses

68,235,478 44,583,550

1,790,276,342 1,153,577,933

35

SCHEDULES FORM

ING PART O

F THE PROFIT AND LO

SS ACCOUNT FO

R THE YEAR ENDED MARCH 31, 2011

(Am

ounts in Indian Rupees, except share data))

For the Year EndedM

arch 31, 2011For the Year Ended

March 31, 2010

Schedule 21

G

EN

ER

AL A

ND

AD

MIN

ISTR

ATIVE

EX

PE

NS

ES

E

lectricity

49,514,382

31,416,409 R

ent

95,586,120

69,919,405 R

ates and Taxes

3,374,104

2,787,936 Insurance

7,972,532 5,658,438

Repair and M

aintenance

- Building

6,211,526 8,931,412

- Others

24,974,128 18,361,596

Legal and Professional C

harges

114,650,067

67,456,871 P

ostage and Telegram

8,524,021 6,923,959

Com

munication

39,479,186 28,760,226

Printing and S

tationery

25,558,326

18,178,663 Traveling

105,763,611 57,719,047

Conveyance

5,989,704 4,924,659

Vehicle Running and M

aintenance

6,644,309

7,690,404 A

uditors Rem

uneration (Refer N

ote 11(i) of Schedule 25)

8,953,400 7,793,100

Loss on Sale of fixed assets (N

et)

1,801,825

2,156,587 B

ad Debts w

ritten off

4,305,249

Less: O

ut of the Provision of earlier years

(1,008,696)

3,296,553

20,042,592 P

rovision for diminution in value of Investm

ents

45,000,000

45,000,000 P

rovision for doubtful debts

58,173,429

41,217,142 P

rovision for doubtful advances (including for Capital advances)

60,679,338 -

Miscellaneous E

xpenses

101,181,889

67,546,174

773,328,450

512,484,620 Schedule 22

SE

LLING

AN

D D

ISTR

IBU

TION

EX

PE

NS

ES

A

dvertisement and P

ublicity

121,949,213

127,825,068 D

istribution Expenses

212,816,228 228,113,715

Business P

romotion

149,844,277 121,593,517

Survey E

xpenses

187,840,323

120,113,924

672,450,041

597,646,224 Schedule 23

OTH

ER

INC

OM

E

Interest Incom

e from

- B

ank Deposits (Tax deducted at source R

s.8,529,506)

86,265,097

30,381,375 (P

revious Year Rs. 3,210,440)]

- Loans to S

ubsidiaries (Tax deducted at source Rs. 2,375,845)

23,758,436 83,478,561

(Previous Year R

s. 11,543,718)

- Other S

undry deposits (Tax deducted at source Rs. 407,247)

4,113,369 5,301,786

(Previous Year R

s. 826,405)

- Intercorporate Deposits (Tax deducted at source R

s. 5,083,844)

50,838,444

57,383,219 (P

revious Year Rs. 8,468,244)

164,975,346

176,544,941 Schedule 24

FINA

NC

IAL E

XP

EN

SE

S

Interest E

xpenses

-O

n Term Loans

79,492,865 224,252,844

-On B

anks

23,033,206

17,279,862 -O

n Others

30,635,365 68,064,735

Exchange (G

ain) / Loss on Buyers' C

redit from B

anks (Net)

397,490 (39,711,687)

Bank C

harges

19,278,218

53,502,172

152,837,144

323,387,926

36

A. C

ASH

FLOW

FRO

M O

PERATIN

G A

CTIVITIES

Profit before Taxation

3,669,758,997

3,047,584,387

Adjustm

ent for :

Loss on sale of fixed assets (net)

1,801,825 2,156,587

Interest expense (net)

(31,813,910)

133,052,500

Depreciation / am

ortization

427,635,700 266,411,936

M

iscellaneous Expenditure W

ritten off

15,869,677

43,721,667

Provision for D

oubtful Loans and Advances

60,679,338 -

P

rovision for Dim

inution in Value of Investments

45,000,000 45,000,000

B

ad Debts W

ritten Off

3,296,553

20,042,592

Provision W

ritten Back

-

(6,448,216)

Provision for D

oubtful Debts

58,173,429

41,217,142

Unrealised E

xchange Rate Fluctuation

8,407,005 (11,191,950)

O

perating profit before working capital changes

4,258,808,614 3,581,546,645

Increase / D

ecrease in Working C

apital

(Increase) in Inventories

(6,417,738) (10,796,435)

(Increase) in S

undry Debtors

(526,955,892)

(194,806,268)

Decrease / (Increase) in Loans and A

dvances

171,329,625

(187,345,692)

Increase / (Decrease) in C

urrent Liabilities

4,550,544

(28,547,904)

Increase / (Decrease) in P

rovisions

8,905,727 (317,546)

C

ash generated from operations

3,910,220,880

3,159,732,800

Direct Taxes paid

(909,872,984)

(1,005,236,629)

NET C

ASH

FRO

M O

PERATIN

G A

CTIVITIES

(A)

3,000,347,896

2,154,496,171 B

C

ASH

FLOW

FRO

M IN

VESTING

AC

TIVITIES

P

urchase of Fixed Assets

(1,431,566,914)

(596,456,546)

Proceeds from

Sale of Fixed A

ssets

9,863,167

5,742,381

Purchase of Investm

ents

(372,800,000) (70,000,000)

C

ash and Cash E

quivalents taken over as per scheme of arrangem

ent

27,963,287

-

Sale of Investm

ents

20,000,000 57,500,000

Interest received

164,975,346

176,544,941

Fixed Deposit w

ith maturity period m

ore than three months P

laced

-

(1,373,893,498)

Fixed Deposit w

ith maturity period m

ore than three months R

eceived

764,832,626

-

NET C

ASH

(USED

IN) IN

VESTING

AC

TIVITIES

(B

)

(816,732,487) (1,800,562,722)

C

CA

SH FLO

W FR

OM

FINA

NC

ING

AC

TIVITIES

Loan Taken - S

ecured

14,279,058 286,963,423

R

epayment of Loan - S

ecured

(898,851,552) (2,498,196,657)

Loan Taken - U

nsecured

49,340,503 22,062,843

D

ividend Paid

(589,854,863)

(220,530,757)

Dividend D

istribution tax

(97,990,181) (37,479,202)

Interest P

aid

(133,578,070) (349,021,929)

S

hares Issue Expenses

-

(155,206,620)

Proceeds from

issuance of shares

4,479,624 2,690,065,000

N

ET CA

SH (U

SED IN

) FINA

NC

ING

AC

TIVITIES

(C

)

(1,652,175,481) (261,343,899)

N

et Increase in Cash and C

ash Equivalents

(A)+(B

)+(C)

531,439,928 92,589,550

C

ash and Cash E

quivalents at the beginning of the Year

433,194,081

340,604,531

Cash and C

ash Equivalents at the end of the Year

964,634,009

433,194,081

Net Increase in C

ash and Cash Equivalents

531,439,928 92,589,550

For D

etails of Com

ponents of Cash and C

ash Equivalents - Refer Schedule - 11

C

losing Balance

1,661,621,130

1,869,377,994

Less: Fixed Deposit w

ith maturity period of m

ore than three months

696,987,121 1,436,183,913

(R

efer Note 16 of S

chedule 25)

Net C

ash and Cash Equivalents at the end of the year (A

s per notified AS- 3)

964,634,009 433,194,081

Refer N

ote 4A of Schedule 25 for details of equity shares issued on account of schem

e of demerger

As per our R

eport of even date

For S. R. B

atliboi & A

ssociates

For Gupta N

avin K. &

Co.

For and on behalf of the Board of D

irectors of Firm

registration number: 101049W

Firm

registration number: 06263C

D.B

. Corp Lim

ited

Chartered A

ccountants

Chartered A

ccountants

per A

mit M

ajmudar

per N

avin K. G

upta M

anaging Director

Director

Partner

Partner

Mem

bership No. 36656

M

embership N

o. 75030 C

ompany Secretary

May 18, 2011

Mum

bai

March 31, 2010

CA

SH FLO

W STATEM

ENT FO

R TH

E YEAR

END

ED M

AR

CH

31, 2011(A

mounts in Indian R

upees)

March 31, 2011

37

SCH

EDU

LE 25N

OTES TO

AC

CO

UN

TS:1.

Nature of O

perations

D.B

. Corp Lim

ited (“the Com

pany”) is in the business of publishing new

spapers and radio broadcasting. The major brands in publishing

business are ‘Dainik B

haskar’ and ‘Business B

haskar’ (Hindi dailies),

‘Divya B

haskar’ and ‘Saurashtra S

amachar’ (G

ujarati dailies), ‘DN

A E

nglish’, (E

nglish D

aily) and

monthly

magazines

such as

‘Aha

Zindagi’, ‘Bal B

haskar’, etc. Presently, the C

ompany is on air in 17

cities under the brand name ‘M

y FM’. The frequency allotted to the

Com

pany is 94.3. The Com

pany derives its revenue mainly from

the sale of these publications and advertisem

ents published in the publi-cations and aired on radio. The C

ompany is also in the business of

event managem

ent, internet and wind energy.

2. STATEM

ENT O

F SIGN

IFICA

NT A

CC

OU

NTIN

G PO

LICIES

a) B

asis of Preparation

The financial statements have been prepared to com

ply in all material

respects w

ith the A

ccounting S

tandards notified

by C

ompanies

(Accounting S

tandards) Rules, 2006, (as am

ended) and the relevant provisions of the C

ompanies A

ct, 1956. The financial statements have

been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the C

ompany and are consistent w

ith those used in the previous year.b) U

se of Estimates

The preparation of financial statem

ents in conformity w

ith generally accepted accounting principles requires m

anagement to m

ake estimates

and assumptions that affect the reported am

ounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial state-m

ents and the results of operations during the reporting period. Although these estim

ates are based upon managem

ent’s best knowledge of cur-

rent events and actions, actual results could differ from these estim

ates.c)

Fixed Assets

Fixed assets are stated at cost, less accum

ulated depreciation/amor-

tization and impairm

ent losses, if any. Cost com

prises the purchase price and any attributable cost of bringing the asset to its w

orking condition for its intended use. B

orrowing costs relating to acquisition

of fixed assets which takes substantial period of tim

e to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

E

xchange differences, in respect of accounting periods comm

encing on or after D

ecember 7, 2006, arising on reporting of long-term

foreign currency m

onetary items at rates different from

those at which they

were initially recorded during the year, or reported in previous financial

statements, in so far as they relate to the acquisition of a depreciable

fixed asset, are added to or deducted from the cost of the asset and

are depreciated over the balance life of the asset.d) D

epreciation

Depreciation is provided using the S

traight Line Method at the rates

computed based on estim

ated useful life of the assets as estimated by

the managem

ent, which are equal to the corresponding rates pre-

scribed in Schedule X

IV to the C

ompanies A

ct, 1956.

Leasehold Improvem

ents are amortised on a straight line basis over

the shorter of the estimated useful life of the asset or the lease term

w

hich is 10 years. Assets individually costing below

Rs. 5,000 are fully

depreciated in the year of its acquisition.e)

Intangibles

Goodw

ill: Goodw

ill is amortized on a straight-line basis over a period

of five years.

Com

puter Software

C

omputer S

oftware, being the cost of E

RP License and Installation, is

SCH

EDU

LE FOR

MIN

G PA

RT O

F THE B

ALA

NC

E SHEET A

S AT MA

RC

H 31, 2011

amortised on a straight-line basis over a period of five years.

O

ne time Entry Fees

O

ne time Entry fees represent am

ount paid for acquiring licenses for new

radio stations and is amortized on a straight line basis over a period

of ten years i.e. period of Grant of Perm

ission Agreement entered into

with M

inistry of Information and Broadcasting for each station, com

-m

encing from the date on w

hich the radio station becomes operational.

f) Expenditure on new

projects

Capital W

ork-in-Progress:

Expenditure directly relating to construction activity is capitalized.

Pre-operative Expenditure:

Indirect expenditure incurred during construction period is capitalized under the respective asset-head as part of the indirect construction cost, to the extent to w

hich the expenditure is indirectly related to the asset-head. O

ther indirect expenditure incurred during the construc-tion period, w

hich is not related to the construction activity or which is

not incidental thereto is written off in the profit and loss account.

Incom

e earned during the construction period and income from

trial runs is deducted from

preoperative expenditure pending allocation. g) Im

pairment of A

ssets

The carrying amount of assets is review

ed at each balance sheet date if there is any indication of im

pairment based on internal/external fac-

tors. An im

pairment loss is recognized w

herever the carrying amount

of an asset exceeds its recoverable amount. The recoverable am

ount is the greater of the assets’ net selling price and value in use. In assessing the value in use, the estim

ated future cash flows are dis-

counted to their present value using a pre-tax discount rate that reflects current m

arket assessments of the tim

e value of money and

risks specific to the asset.

After im

pairment, depreciation is provided on the revised carrying

amount of the asset over its rem

aining useful life.h) Investm

ents

Investments that are readily realisable and intended to be held for not

more than a year are classified as current investm

ents. All other invest-m

ents are classified as long-term investm

ents. Current investm

ents are carried at low

er of cost and fair value determined on an individual

investment basis. Long-term

investments are carried at cost. H

owever,

provision for diminution in value, if any, is m

ade to recognise a decline other than tem

porary in the value of the investments.

i) Leases

W

here the Com

pany is the lessee

Leases, where the lessor effectively retains substantially all the risks

and benefits of ownership of the leased item

are classified as operating leases. O

perating lease payments are recognized as an expense in the

profit and loss account on a straight-line basis over the lease term.

j) Inventories

Inventories are valued as follow

s:

Raw

materials- N

ews P

rints and S

tores and Spares

Lower of cost and net realizable

value. H

owever,

material

and other item

s held for use in the production of inventories are not w

ritten down below

cost if the finished products in w

hich they w

ill be incorporated are expect-ed to be sold at or above cost. C

ost is determined on a w

eight-ed average basis.

Magazines and G

ift / Prom

otional P

roductsLow

er of cost and net realizable value.

38

N

et realizable value is the estimated selling price in the ordinary

course of business, less estimated costs of com

pletion and estimated

costs necessary to make the sale.

k) R

evenue Recognition

R

evenue is recognized to the extent that it is probable that the eco-nom

ic benefits will flow

to the Com

pany and the revenue can be reli-ably m

easured. Specifically, the follow

ing bases are adopted.

Advertisem

ents

Revenue is recognized as and w

hen advertisement is published/dis-

played/aired and is disclosed net of discounts and service tax.

Sale of New

spaper, Magazine, W

aste Paper and Scrap

Revenue is recognized w

hen the significant risks and rewards of ow

n-ership have passed on to the buyer and is disclosed net of sales return and discounts.

Printing Job W

ork

Revenue from

printing job work is recognized on the com

pletion of job w

ork as per terms of the agreem

ent with the custom

er.

Sale of power

R

evenue from sale of pow

er generated in the Wind E

nergy Unit of the

Com

pany is accounted on the basis of supply made to M

adhya P

radesh Paschim

Kshetra V.V. C

o. Limited, as per the agreem

ent.

Interest

Revenue is recognized on a tim

e proportion basis taking into account the am

ount outstanding and the rate applicable. D

ividend Income

R

evenue is recognised when the shareholders’ right to receive the

payment is established by the B

alance sheet date.l)

Foreign currency transactions

Initial recognition

Foreign currency transactions are recorded in Indian Rupees by

applying to the foreign currency amount, the exchange rate betw

een the Indian R

upee and the foreign currency prevailing at the date of the transaction.

C

onversion

Foreign currency monetary item

s are reported using the closing rate. N

on-monetary item

s which are carried in term

s of historical cost denom

inated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-m

onetary items w

hich are carried at fair value or other sim

ilar valuation denominated in a foreign

currency are reported using the exchange rates that existed when the

values were determ

ined.

Exchange differences

Exchange differences, in respect of accounting periods com

mencing

on or after Decem

ber 7, 2006, arising on reporting of long-term foreign

currency monetary item

s at rates different from those at w

hich they w

ere initially recorded during the year, or reported in previous financial statem

ents, in so far as they relate to the acquisition of a depreciable fixed asset, are added to or deducted from

the cost of the asset and are depreciated over the balance life of the asset..

E

xchange differences arising on the settlement of m

onetary items not

covered above, or on reporting such monetary item

s at rates different from

those at which they w

ere initially recorded during the year, or reported in previous financial statem

ents, are recognized as income or

as expense in the year in which they arise.

Forw

ard exchange contracts not intended for trading or specula-tion purposes

The prem

ium or discount arising at the inception of forw

ard exchange contracts is am

ortised as an expense or income over the life of the con-

tract. Exchange differences on such contracts are recognised in the statem

ent of profit and loss in the year in which the exchange rates

change. Any profit or loss arising on cancellation or renewal of forw

ard exchange contract is recognised as incom

e or as expense for the year.m

) Retirem

ent and other employee benefits

R

etirement benefits in the form

of Provident Fund are a defined con-

tribution scheme and the contributions are charged to the profit and

loss account of the year when the contributions to the respective funds

are due. There are no other obligations other than the contribution payable to the respective funds.

G

ratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation done as per projected unit credit m

ethod, carried out by an independent actuary at the end of the year.

The C

ompany m

akes contributions to a trust administered and m

an-aged by the insurance com

pany to fund the gratuity liability. Under this

scheme, the obligation to pay gratuity rem

ains with the C

ompany,

although the insurance company adm

inister the scheme.

S

hort term com

pensated absences are provided for based on esti-m

ates. Long term com

pensated absences are provided based on actuarial valuation carried out by an independent actuary at the end of the year. The actuarial valuation is done as per projected unit credit m

ethod.

Actuarial gains/losses are im

mediately taken to profit and loss account

and are not deferredn) Incom

e Taxes

Tax expense comprises of current and deferred tax. C

urrent income

tax is measured at the am

ount expected to be paid to the tax authori-ties in accordance w

ith the Income Tax A

ct, 1961 enacted in India. D

eferred income taxes reflects the im

pact of current year timing differ-

ences between taxable incom

e and accounting income for the year

and reversal of timing differences of earlier years.

D

eferred tax is measured based on the tax rates and the tax law

s enacted or substantively enacted at the balance sheet date. D

eferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable incom

e will be available against

which such deferred tax assets can be realised. In situations w

here the C

ompany has unabsorbed depreciation or carry forw

ard tax loss-es, all deferred tax assets are recognised only if there is virtual cer-tainty supported by convincing evidence that they can be realised against future taxable profits.

A

t each balance sheet date, unrecognized deferred tax assets of ear-lier years are re-assessed and recognized to the extent that it has becom

e reasonably certain or virtually certain, as the case may be,

that sufficient future taxable income w

ill be available against which

such deferred tax assets can be realized. The carrying amount of

deferred tax assets are reviewed at each balance sheet date. The

Com

pany writes-dow

n the carrying amount of a deferred tax asset to

the extent that it is no longer reasonably certain or virtually certain, as the case m

ay be, that sufficient future taxable income w

ill be available against w

hich deferred tax asset can be realised. Any such w

rite down

is reversed to the extent that it becomes reasonably certain or virtu-

ally certain, as the case may be, that sufficient future taxable incom

e w

ill be available.o) Provision

A provision is recognized when an enterprise has a present obligation

as a result of past event; it is probable that an outflow of resources w

ill be required to settle the obligation and in respect of w

hich a reliable estim

ate can be made. P

rovisions are not discounted to its present value and are determ

ined based on best estimate required to settle

the obligation at the balance sheet date. These are reviewed at each

balance sheet date and adjusted to reflect the current best esti-m

ates.p) D

eferred Revenue Expenditure

Term

loan processing fees incurred for raising loan funds are amor-

tised equally over the period of the loan.q) Earnings per Share

Basic earnings per share are calculated by dividing the net profit or

39

loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes, if any) by the w

eighted average num

ber of equity shares outstanding during the year. The w

eighted average number of equity shares outstanding during the

year are adjusted for events of bonus issue; bonus element in a rights

issue to existing shareholders; share split; and reverse share split (consolidation of shares) (if any).

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the w

eighted average number of shares outstanding during the year are

adjusted for the effects of all dilutive potential equity shares.r)

Cash and C

ash equivalents

Cash and C

ash equivalents in the cash flow statem

ent comprise cash

at bank and in hand and short term investm

ents with an original m

atu-rity of three m

onths or less.s)

Segment Inform

ation

Identification of segments

The C

ompany’s operating businesses are organized and m

anaged separately according to the nature of products and services provided, w

ith each segment representing a strategic business unit that offers

different products and serves different markets. There are no geo-

graphical reportable segments since the C

ompany caters to the Indian

market only and does not distinguish any reportable regions w

ithin India.

Inter segm

ent Transfers

The Com

pany generally accounts for intersegment sales and transfers

as if the sales or transfers were to third parties at current m

arket prices.

A

llocation of comm

on costs

Com

mon allocable costs are allocated to each segm

ent according to the relative contribution of each segm

ent to the total comm

on costs.

Unallocated item

s

Includes general corporate income and expense item

s which are not

allocated to any business segment.

Segm

ent Policies

The Com

pany prepares its segment inform

ation in conformity w

ith the accounting policies adopted for preparing and presenting the financial statem

ents of the Com

pany as a whole.

t) Employee Stock C

ompensation C

ost

Measurem

ent and disclosure of the employee share-based paym

ent plans is done in accordance w

ith the Securities and E

xchange Board

of India (Em

ployee Stock O

ption Schem

e and Em

ployee Stock

Purchase S

cheme) G

uidelines 1999 and Guidance N

ote on Accounting

for Em

ployee Share-based P

ayments, issued by the Institute of

Chartered A

ccountants of India. The Com

pany measures com

pensa-tion cost relating to em

ployee stock options using the intrinsic value m

ethod. Com

pensation expense is amortized over the vesting period

of the option on a straight line basis.3. Initial Public O

ffer

During the previous year, the C

ompany com

pleted an Initial Public

Offer (IP

O) of its 18,175,000 E

quity Shares of R

s.10/- each for cash at a price of R

s. 210 each for Retail Investors and R

s. 212 each for other than retail investors. O

ut of total shares listed, 12,725,000 fresh equity shares w

ere issued by the Com

pany and an offer for sale of 5,450,000 equity shares of the C

ompany w

as made by C

liffrose Investm

ents Limited.

The prem

ium of R

s. 200 per share for Retail Investors and R

s. 202 each for other than retail investors, am

ounting to Rs.2,562,815,000

was

credited to

Securities

Prem

ium A

ccount. The

Share

Issue expenses incurred by the C

ompany am

ounting to Rs 196,970,762

were debited against S

ecurities Prem

ium A

ccount.

Pursuant to the P

ublic Issue, shares of the Com

pany were listed on

Bom

bay Stock E

xchange and National S

tock Exchange w

ith effect

from January 6, 2010.

The total IP

O proceeds received by the C

ompany are R

s 2,690,065,000. Follow

ing are the details of utilization of IPO

proceeds till March 31,

2011.

ParticularsA

mount to be utilised as

per Prospectus

Actual

Utilisation

till March

31, 2011

Balance to be

utilised/ (excess

utilised) as on M

arch 31, 2011

Setting up

publishing units

600,000,000448,361,906

151,638,094

Upgrading

existing plant and m

achinery

305,000,000392,122,896

(87,122,896)

Sales and

marketing

501,000,0003,804,070

497,195,930

Reducing

working capital

loans

41,460,00041,460,000

-

Prepaying

existing term

loans

1,100,000,0001,100,000,000

-

Issue E

xpenses paid out of IP

O

Proceeds

142,605,000111,578,053

31,026,947

Total2,690,065,000

2,097,326,925592,738,075

N

ote:1)

As per the provisions in the P

rospectus, the managem

ent of the C

ompany has the discretion to change the allocation as w

ell as reschedule the utilization of IP

O proceeds proposed in the prospectus

depending on

the business

scenario and

funding requirem

ents. A

ccordingly, the managem

ent has reallocated the proposed utilization as follow

s:a)

The Proceeds allocated tow

ards Sales and m

arketing expenses and IP

O expenses and lying unutilized w

ould be used for setting up new

publishing units and upgrading the existing plant and machinery;

b) The proceeds w

ould be utilised for setting up publishing units as well as

upgrading the existing plant and machinery at locations / states in addi-

tion to the number of locations / states m

entioned in the prospectus.

The Audit C

omm

ittee and the Board of D

irectors of the Com

pany in the m

eeting held on May 18, 2011 have approved the revised alloca-

tion and resultant utilisation of proceeds of IPO

till March 31, 2011.

2) P

ending utilization, as at March 31, 2011, the funds are tem

porarily held in:

ParticularsA

mounts

Fixed Deposit

580,000,000

Balance in C

urrent Account

12,738,075

Total592,738,075

4. Scheme of A

rrangement:

A) D

emerger of R

adio division of Synergy M

edia Entertainm

ent Limited

(SM

EL) and m

erger with the C

ompany:

a) The C

ompany along w

ith its subsidiary Synergy M

edia Entertainm

ent

40

Limited had filed the S

cheme of D

emerger (‘the S

cheme’) w

ith the H

on’ble high Court w

ith Judicature at Madhya P

radesh (“Madhya

Pradesh H

igh Court”) and H

on’ble high Court w

ith Judicature at G

ujarat (“Gujarat H

igh Court”) for dem

erger of Radio division of S

ME

L and m

erger with the C

ompany.

The S

cheme of A

rrangement w

as approved by Madhya P

radesh High

Court and G

ujarat High C

ourt vide their order dated January 13, 2011 and January 17, 2011 respectively. The certified order copy of the M

adhya Pradesh H

igh Court and G

ujarat High court dated January

29, 2011 and February 2, 2011 respectively were filed w

ith the R

egistrar of Com

panies on February 15, 2011 and February 16, 2011 respectively.

A

s prescribed

in the

Schem

e, the

Ministry

of Inform

ation and

Broadcasting, G

overnment of India accorded their approval vide letter

No. 212/30(33)/2006-FM

(Vol.II)/120 dated March 30, 2011.

A

ccordingly, after the approval by the Ministry of Inform

ation and B

roadcasting, Governm

ent of India, the Schem

e became effective on

March 30, 2011 w

ith appointed date April 1, 2010.

b) A

s per the Schem

e, the Com

pany has issued and allotted 1,732,500 fully paid equity shares of R

s.10 each at par in the ratio of one equity share of the C

ompany for every ten equity shares of S

ME

L as on record date to the shareholders of S

ME

L. c)

Further, as per Clause 4.8 of the S

cheme, the unabsorbed deprecia-

tion and brought forward losses related to S

ME

L till March 31, 2010

has been transferred to the Com

pany which has been set off by the

Com

pany while com

puting the Current Tax provision for the year

ended March 31, 2011.

d) A

s prescribed in the Schem

e, all the assets and liabilities of Radio

division of SM

EL as at M

arch 31, 2010 are transferred to and account-ed in the books of the account of the C

ompany at their respective

book value and the deficit, after considering the cancellation of the C

ompany’s investm

ents in SM

EL and also the face value of the equity

shares issued and allotted by the Com

pany) is debited to General

Reserve account as under:-

NO

TICE TO

AC

CO

UN

TS (Continued):

ParticularsA

mount

Fixed assets769,594,796

Current A

ssets369,561,111

Total Assets

1,139,155,907

Current liabilities and provision

155,086,567

Secured loans

237,666,852

Unsecured loans

646,383,134

Total Liabilities1,039,136,553

Net A

ssets100,019,354

Less: C

ancellation

of Investm

ents of

the C

ompany

(22,663,200 E

quity shares

of R

s.10 each)

held in

Synergy

Media E

ntertainment Lim

ited

698,258,200

Less: Equity shares issued and

allotted by the Com

pany17,325,000

Deficit

debited to

General

Reserve

615,563,846

B) D

emerger of Internet D

ivision of Indiainfo.com:

a) A

s per the Schem

e of Arrangem

ent relating to take over of the Internet D

ivision of Indiainfo.Com

Limited, the C

ompany had to issue

25 (twenty five) fully paid equity shares of R

s. 10 each and 10 (ten) fully paid preference shares of R

s. 10,000 each to the equity share-holders of Indiainfo.C

om Lim

ited on the effective date i.e. July 31, 2007. O

ut of these shares, 4 equity shares and 1 preference share w

ere allotted and the balance was to be allotted subsequent to

obtaining the Foreign Investment P

romotion B

oard (FIPB

) approval. H

owever subsequent to the filing of the schem

e with the H

igh C

ourts, the Reserve B

ank of India issued a press release which

restricts issue of non-convertible securities to non-resident share-holders

in par

with

External

Com

mercial

Borrow

ings (E

CB

). A

ccordingly, as a matter of abundant precaution and to avoid any

ambiguity it w

as considered appropriate to modify the form

and term

s of consideration pursuant to clause 14 of the Schem

e of A

rrangement. A

ccordingly it was decided by the B

oard of Directors

in its meeting dated O

ctober 25, 2007, to issue 180 equity shares of R

s. 10 each in lieu of 9 preference shares at a total value of Rs.

90,000. Further the Com

pany declared bonus shares during the year ended, M

arch 31, 2008. The shares to be issued (including bonus shares) am

ounting to Rs. 106,590 w

ere shown under S

hare sus-pense account for the year ended M

arch 31, 2008. Subsequently,

the Com

pany has issued all the balance 1,839 equity shares on June 7, 2008 and the securities prem

ium am

ounting to Rs.88,200 on 180

equity shares issued in lieu of 9 preference shares is shown under

securities premium

account.b)

The Com

pany has been legally advised that it shall be able to set off the unabsorbed losses of Internet D

ivision of Indiainfo.com

against its

taxable incom

e. A

ccordingly, the

Com

pany has

considered and adjusted the unabsorbed tax losses and unabsorbed depreciation of erstw

hile Internet Division of Indiainfo.com

Limited

in its taxable income for the year ended M

arch 31, 2007, as perm

issible under the relevant provisions of Income Tax A

ct, 1961. The m

anagement is confident that all the conditions stipulated

under Section 72A of the Incom

e Tax Act, 1961 shall be fulfilled

within stipulated tim

e period.

5. Term

Loans, Cash C

redit facilities, Foreign Currency loan and

Buyers’ credit facilities consist of:

Particulars M

arch 31, 2011 M

arch 31, 2010R

upee Term Loans

IDB

I Bank

480,000,000 660,000,000

Rabo India Finance

Private Lim

ited-

77,777,758

Cash C

redit FacilitiesS

tate Bank of

Hyderabad

21,626,44311,329,189

State B

ank of Indore-

48,348,046

Bank of

Maharashtra

29,985,61262,021,570

Foreign Currency

LoanA

GC

O Finance

Gm

bHU

SD

28,304,872 equivalent to

Rs. 1,264,944,748

US

D 31,572,817

equivalent toR

s. 1,418,250,923

41

Buyers C

redit FacilitiesS

tandard Chartered

Bank

US

D 754,498

equivalent to R

s. 33,718,527

US

D 2,495,452

equivalent to R

s. 112,095,712

HS

BC

Bank

US

D 5,625,420

equivalent to R

s. 251,450,010

US

D 7,542,471

equivalent to R

s. 338,807,784

a) The Term

Loans are secured by:i)

First Charge on P

lant and Machinery situated at all locations (other

than Gujarat) of the C

ompany;

ii) S

econd Charge on all current assets;

iii) Personal G

uarantee of directors aggregating to Rs. 60,000,000 [S

hri R

amesh C

handra Agarw

al];iv) C

orporate Guarantees of W

riters and Publishers P

rivate Limited

aggregating to Rs. 480,000,000.

v) ID

BI B

ank: Exclusive C

harge on the Plant and M

achinery being acquired out of the financial assistance. S

econd Charge on all the

fixed assets of the Com

pany;vi) ID

BI B

ank: First pari passu Charge w

ith other lenders on up gradation P

roject Assets.

S

econd Charge on Im

movable housing property of W

riters and P

ublishers Private Lim

ited at various units. b) C

ash Credit Facilities are secured by:

i) First C

harge on the entire current assets and;ii)

Second C

harge on the other movable properties (other than current

assets) of the Com

pany.iii) P

ersonal Guarantees of D

irectors aggregating to Rs. 71,607,191 [S

hri R

amesh C

handra Agarw

al, Shri. S

udhir Agarw

al, Shri. G

irish Agarw

al and S

hri. Paw

an Agarw

al].iv) C

orporate Guarantees of W

riters & P

ublishers Private Lim

ited.

c) Foreign C

urrency Loan is secured by:i) A

GC

O Finance G

mbH

: First pari passu Charge w

ith other lenders on up gradation P

roject Assets.

d) Buyers C

redit Facilities are secured by:i)

Standard C

hartered Bank: First C

harge on the current assets of the C

ompany

ii) H

SB

C B

ank: First Pari passu C

harge over current assets of the C

ompany

S

econd Charge over P

lant and Machinery of the C

ompany and

Corporate G

uarantee of Writers and P

ublishers Private Lim

ited.

6. (a) Related Party D

isclosure

Related party disclosures, as required by notified A

ccounting Standard

18 - "Related P

arty Disclosures” notified by the C

ompanies (A

ccounting S

tandards) Rules, 2006, (as am

ended) are given below:

ParticularsR

elated PartyS

ubsidiaries- S

ynergy Media E

ntertainment

Limited.

- I Media C

orp Limited.

Key M

anagement P

ersonnel - S

hri Sudhir A

garwal, M

anaging D

irector- S

hri Girish A

garwal, D

irector

Relatives of key m

anagement

personnel- S

hri. Ram

esh Chandra

Agarw

al - S

mt. K

asturi Devi A

garwal

- Shri. P

awan A

garwal

- Sm

t. Jyoti Sudhir A

garwal

- Sm

t. Nam

ita Girish A

garwal

- Sm

t. Nikita P

awan A

garwal

Enterprises ow

ned or signifi-cantly influenced by key m

an-agem

ent personnel or their rela-tives

- All S

eason Events (P

) Limited.

- D B

Partners E

nterprises P

rivate Limited.

- Writers and P

ublishers Private

Limited

- Bhaskar P

hototype Setter-

Bhopal*

- Bhaskar P

rinting Press -

Rajasthan

- Bhaskar P

rinting Press-

MP

CG

- Bhaskar P

rinting Press- C

PH

2- B

haskar Printing P

ress- G

ujarat- R

C P

hototype Setter- R

aipur*- R

.C. P

rinter - Raipur

- Bhaskar P

ublication and Allied

Industries Private Lim

ited.- N

ew E

ra Publications P

rivate Lim

ited- B

haskar Infrastructure Limited

- Bhaskar Industries Lim

ited- B

haskar Multinet Lim

ited- B

haskar Exxoil P

rivate Limited

- Diligent M

edia Corporation

Limited

- Direct (O

OH

) Media P

rivate Lim

ited- S

titex Global Lim

ited- D

ivya Prabhat P

ublications P

rivate Limited

- Bhaskar Venkatesh P

roducts P

rivate Limited

- Sharda S

olvent Limited

- D B

Malls P

rivate Limited

- Bhaskar S

amachar S

eva- Jaipur P

rinting Press*

- Bikaner P

rinting Press*

- Jaipur Phototype S

etter*- A

jmer P

rinting House*

- Udaipur P

rinting Setter*

- New

Jodhpur Printer*

- New

Kota P

rinters*- B

haskar Process H

ouse*- India Interactive Technologies Lim

ited- D

B P

ublication Private Lim

ited- A

bhivyakti Kala K

endra- B

haskar Food Private Lim

ited* U

p to March 31, 2010

42

SCH

EDU

LE AN

NEXED

TO A

ND

FOR

MIN

G PA

RT O

F THE A

CC

OU

NTS A

S AT AN

D FO

R

THE YEA

R EN

DED

ON

MA

RC

H 31, 2011

(Am

ounts in Indian Rupees)

6. (b) Details of transactions w

ith related parties:

March 31, 2010

March 31, 2011

Transactions year ended

March 31, 2010

March 31, 2011

Am

ount receivable (payable) A

s At

Advertisem

ent Income

S

ynergy Media E

ntertainment Lim

ited -

20,047,851

- 5,120,461

I Media C

orp Limited

14,248,402

8,507,054

723,330 5,119,258

Writers and P

ublishers Private Lim

ited 18,006,363

41,861,638

1,113,197 6,922,547

Abhivyakti K

ala Kendra

-

9,194,275

- -

Bhaskar Industries Lim

ited

159,162 2,313,160

32,932

14,816 B

haskar Multinet Lim

ited

78,853 510,322

7,639

24,968 S

harda Solvent Lim

ited

12,901 8,344,170

-

9,720 B

haskar Exxoil P

rivate Limited

21,996

7,477,988

- -

Bhaskar Food P

rivate Limited

-

7,426,028

- -

D B

Malls P

rivate Limited

120,516

25,639,495

98,960 662,922

Bhaskar Venkatesh P

roducts Private Lim

ited 1,748,641

-

1,348,641 -

Sale of Magzine

B

haskar Publication and A

llied Industries Private Lim

ited 342,686

405,213

223,207 171,744

Sale of New

spaper

Bhaskar P

ublication and Allied Industries P

rivate Limited

7,789,674 8,366,520

7,299,995

- Printing Job C

harges

Bhaskar P

ublication and Allied Industries P

rivate Limited

3,976,509 4,262,153

280,445

- S

ynergy Media E

ntertainment Lim

ited -

198,000

- -

Salaries, Wages and B

onus

Shri S

udhir Agarw

al, Managing D

irector 3,600,000

3,600,000

- (7,441,123)

Rent Incom

e

Bhaskar P

ublication and Allied Industries P

rivate Limited

1,020,000 -

-

- R

ent Paid

Writers and P

ublishers Private Lim

ited 28,679,176

19,203,211

- -

Bhaskar Industries Lim

ited

144,000 159,997

-

(89,109)B

haskar Publication and A

llied Industries Private Lim

ited 100,000

100,000

- -

Bhaskar Infrastructure Lim

ited

3,829,260 4,055,761

-

- R

.C. P

rinter, Raipur

1,654,500

1,816,320

- -

Shri G

irish Agarw

al, Director

100,000

100,000

- (176,907)

New

s Collection Expenses

B

haskar Sam

achar Seva

37,648,538

69,716,165 (12,731,331)

(10,429,064)D

iligent Media C

orporation Limited

1,886,478

1,572,792

(650,422) (1,867,580)

Printing Job Work Expense

M

P Printer (a unit of W

riters and Publishers P

rivate Limited)

48,891,299 52,499,220

(4,780,453)

(12,741,845)D

iligent Media C

orporation Limited

7,489,292

7,659,526

(173,948) (1,342,631)

Bhaskar P

rinting Press R

ajasthan

6,734,372 32,783,800

(3,445,339)

(5,920,767)B

haskar Printing P

ress MP

CG

13,582,184 12,145,451

(3,450,417)

(8,359,576)B

haskar Printing P

ress CP

H2

5,863,675

6,719,342

(338,542) (556,362)

Bhaskar P

rinting Press G

ujarat

11,326,685 13,671,085

(3,305,883)

(3,123,127)R

.C. P

rinter, Raipur

685,833

4,616,373

(223,493) (293,023)

Royalty

D

iligent Media C

orporation Limited

3,970,979

2,550,000

- (144,310)

Advertisem

ent and Publicity Expenses

Synergy M

edia Entertainm

ent Limited

- 8,095,698

- (9,030,726)I M

edia Corp Lim

ited

3,433,912 3,389,062

150,471

(1,857,453)B

haskar Multinet Lim

ited

- 170,221

-

- A

bhivyakti Kala K

endra

720,000 -

-

- M

P Printer (a unit of W

riters and Publishers P

rivate Limited)

4,902,095 -

-

- Interest Incom

e from D

eposits

Writers and P

ublishers Private Lim

ited 33,264,382

57,383,219

513,770 860,611

Bhaskar M

ultinet Limited

20,132,499

2,299,958

6,847,886 4,545,294

Interest Income from

Loans to Subsidiaries

Synergy M

edia Entertainm

ent Limited

-

63,057,055

-

43

SCH

EDU

LE AN

NEXED

TO A

ND

FOR

MIN

G PA

RT O

F THE A

CC

OU

NTS A

S AT AN

D FO

R

THE YEA

R EN

DED

ON

MA

RC

H 31, 2011

(Am

ounts in Indian Rupees)

6. (b) Details of transactions w

ith related parties:

I Media C

orp Limited

23,758,437

20,421,506 -

- Sale of Fixed A

ssets

Bhaskar P

ublication and Allied Industries P

rivate Limited

5,625,852 -

5,625,852 -

Purchase of Fixed Assets

B

haskar Publication and A

llied Industries Private Lim

ited 18,823

- -

- Loan / A

dvances Given / (R

epaid by party)

Synergy M

edia Entertainm

ent Limited

- 198,478,886

- 646,383,132

- (20,993,767)

- -

I Media C

orp Limited

(256,620,481)

56,006,622 - 200,728,006

55,892,475 -

- -

Bhaskar M

ultinet Limited

15,816,658

- 170,750,252

15,740,211 W

riters and Publishers P

rivate Limited

(116,666,668) (116,666,668)

204,166,662 320,833,330

Advance received / (repaid) for publication of advertisem

ent

Writers and P

ublishers Private Lim

ited -

78,968,141 (54,396,376)

(83,477,055)

(204,272,633)

- A

dvances given during the year for investment in equity shares

W

riters and Publishers P

rivate Limited

- 40,000,000

80,000,000 80,000,000

Factoring of Recievables / advances

W

riters and Publishers P

rivate Limited

- 6,185,441

- -

Security Deposit given against lease of properties

W

riters and Publishers P

rivate Limited

- -

132,950,000 132,950,000

Security Deposit R

eceived

Bhaskar P

ublication and Allied Industries P

rivate Limited

- 10,000,000

(10,000,000) (10,000,000)

Sale of Investments

W

riters and Publishers P

rivate Limited

- -

60,000,000 60,000,000

Shri S

udhir Agarw

al, Managing D

irector -

- -

77,500 S

hri Girish A

garwal, D

irector

- -

50,000 50,000

Investments m

ade

I Media C

orp Limited

350,000,000

- -

- N

ews print loan given / (taken)

M

P Printer (a unit of W

riters and Publishers P

rivate Limited)

20,894,894 6,806,277

15,517,265 6,766,924

Diligent M

edia Corporation Lim

ited

21,279,228 19,558,103

1,220,197 5,911

Divya P

rabhat Publications P

rivate Limited

113,129 1,348,102

- 2,615,694

Bhaskar P

ublication and Allied Industries P

rivate Limited

(27,879,307) 15,380,846

7,144,565 27,833,360

Balance outstanding at the year end

S

ynergy Media E

ntertainment Lim

ited -

- (5,896,619)

2,911,128 I M

edia Corp Lim

ited

- -

23,472 2,027,022

M P P

rinter (a unit of Writers and P

ublishers Private Lim

ited) -

- (2,080,011)

(5,442)D

iligent Media C

orporation Limited

-

- (227,270)

(5,274,331)B

haskar Industries Limited

-

- 1,590,148

- D

B M

alls Private Lim

ited

- -

796,787 -

India Interactive Technologies Limited

- -

- (4,059,891)

Bhaskar M

ultinet Limited

-

- 339,214

257,215 R

.C. P

rinter, Raipur

-

- 363,205

456,787 D

ivya Prabhat P

ublications Private Lim

ited -

- (854,155)

(3,944,739)W

riters and Publishers P

rivate Limited

- -

(11,287,503) (12,365,745)

Bhaskar P

ublication and Allied Industries P

rivate Limited

- -

72,885,625 (26,305,936)

Direct (O

OH

) Media P

rivate Limited

-

- -

13,236 B

haskar Infrastructure Limited

-

- -

183,678 D

B P

ublication Private Lim

ited

- -

- 6,618

Abhivyakti K

ala Kendra

-

- -

237,092 S

hri Paw

an Agarw

al, Director

-

- -

784,774 N

ote: For details of guarantees given by related parties, Refer N

ote 5 of Schedule 25.

March 31, 2010

March 31, 2011

Transactions year ended

March 31, 2010

March 31, 2011

Am

ount receivable (payable) A

s At

44

7. Leases

R

ental expenses in respect of operating leases are recognized as an expense in the profit and loss account, on a straight-line basis over the lease term

.

Operating Lease (for assets taken on Lease)

a) The C

ompany has taken various residential, office and godow

n prem-

ises under operating lease agreements. These are generally renew

-able by m

utual consent;b)

Lease payments for the year are R

s. 115,843,578 (Previous year R

s. 69,919,405);

c) The future m

inimum

lease payments under non-cancelable operating

leases;��

not later than one year is Rs. 115,280,172 (P

revious year Rs.

60,993,479);��

later than one year but not later than five years is Rs. 499,931,012

(Previous year R

s. 268,489,767);��

later than

five years

Rs

59,302,817 (P

revious year

Rs.

4,124,307).d) There are no restrictions im

posed in these lease agreements. There

are escalation clauses in agreement w

ith some parties. There are no

sub leases.8.

Capital C

omm

itments

E

stimated am

ount of contracts remaining to be executed on capital

account and not provided for Rs. 148,479,849 (P

revious year Rs.

138,612,551).9.

Contingent Liabilities not provided for

a) G

uarantees issued

by bank

on behalf

of the

Com

pany R

s. 18,122,375.

b) C

orporate Guarantee issued by the C

ompany of R

s. 450,000,000 in favor of E

xport Developm

ent Canada on behalf of B

haskar Exxoils

Private Lim

ited.c)

The Indian Perform

ing Rights S

ociety Limited (IP

RS

) had filed a suit against S

ME

L on May 27, 2006 before the H

igh Court of D

elhi con-testing against the refusal by S

ME

L to obtain a license from the IP

RS

w

ith regards to broadcasting / performing its copyrighted w

orks. The IP

RS

has prayed for a permanent injunction restraining the R

adio D

ivision from infringing any of the copyrights ow

ned by the IPR

S as

well as for dam

ages in favour of the IPR

S. The m

atter is pending before the H

on'ble court, as the court has reserved the order after hearing to both the parties. The m

anagement is confident that the

case would be settled in the favor of the C

ompany, how

ever, pending the result of the suit, as a m

atter of abundant precaution, the C

ompany has provided on best judgm

ent basis Rs.10,579,831 for the

year ended March 31, 2011 tow

ards the royalty payable to IPR

S. The

managem

ent believes that the provision made in the books is suffi-

cient to take care of the final liability for royalty, if any, which w

ould be confirm

ed only after the result of the suit.d) A legal S

uit was filed by S

ME

L on July 28, 2008 against Phonographic

Perform

ance Limited (P

PL) before the C

opy Right B

oard against the exorbitant rates proposed by P

PL for grant of com

pulsory licenses. The C

opy Right B

oard passed the Order on A

ugust 25, 2010. As per

the Order, P

PL is supposed to get a proportionate am

ount (as per the m

usic played) out of the kitty of 2% of the net revenue. The C

ompany

is accordingly paying to PP

L since then.

The Com

pany has asked for a refund of Rs. 4,011,858 from

PP

L out of the deposit paid to them

after adjusting the amount payable for the

period prior to the Order, as per the rates specified in the O

rder. PP

L has been claim

ing the previous period amount at a higher rate. P

PL

has subsequently filed a summ

ary suit in Bom

bay High C

ourt towards

recovery of the said amount. A

t present the matter is pending before

the Bom

bay High C

ourt. The managem

ent is confident that the case w

ould be settled in the favor of the Com

pany, however, pending the

result of the suit, as a matter of abundant precaution, the C

ompany

has provided on best judgment basis R

s.7,794,055 for the year ended M

arch 31, 2011 towards the royalty payable to P

PL. The m

an-agem

ent believes that the provision made in the books is sufficient to

take care of the final liability for royalty, if any, which w

ould be con-firm

ed only after the result of the suit.e)

There are several defamation and other legal cases pending against

the Com

pany and its directors. These include criminal and civil cases.

There are certain employee related cases also pending against the

Com

pany. In view of large num

ber of cases, it is impracticable to

disclose the details of each case.

The estimated am

ount of claims against the C

ompany in respect of

these cases is Rs. 16,835,528 (P

revious year Rs. 12,187,682). The

estimated contingency in respect of som

e cases cannot be ascer-tained. B

ased on discussions with the solicitors and also the past

trend in respect of such cases, the Com

pany believes that there is fair chance of decisions in its favour in respect of above and hence no provision is considered necessary against the sam

e.10. D

erivative Instruments

Particulars of unhedged foreign currency exposure as at the balance

sheet date:

ParticularsCurrency

Am

ount in foreign

currency

Am

ount in R

s.A

mount in

foreign cur-rency

Am

ount in Rs.

Sundry

Creditors

US

D1,057,623

46,378,0063,039,710

136,543,772

Sundry

Creditors

EUR

O-

-45,700

2,767,444

Standard

Chartered

Bank B

uyers C

redit

US

D754,498

33,718,5272,495,452

112,095,712

HS

BC

Bank

Buyers C

reditU

SD

5,625,420251, 450, 010

7,542,471338,807,784

AGCO

Finance G

mbH

US

D28,304,872

1,264,944,74831,572,817

1,418,250,923

Sundry

Debtors

US

D-

-1,847

82,967

11. Additional inform

ation pursuant to the provisions of para

graphs 3, 4B, 4C

, 4D of Part II of the Schedule VI of the

C

ompanies A

ct, 1956:a) Licensed and installed capacity:-

Licensed capacity is not applicable.Installed C

apacity (as certified by the managem

ent and relied upon by the auditors, it being a technical m

atter).

Type of M

achineNo. of

Machines

Total Capacity

(Impressions per hour)

No. of M

achinesTotal C

apacity (Im

pressions per hour)

Cold S

et M

achines61

2,274,000

511,941,000

Heat S

et M

achines5

120,0005

120,000

b) i) Actual Production and Sales

March 31, 2011

March 31, 2010

New

s paperN

o. of Copies

No. of C

opiesP

roduction1,396,530,119

1,328,957,295

Sales

1,382,822,6121,315,960,527

Power

Units

Units

Production

3,211,8704,569,760

March 31, 2011

March 31, 2010

March 31, 2011

March 31, 2010

45

Sales

2,714,4604,040,273

Magazines

No. of C

opiesN

o. of Copies

Production

10,793,74013,714,126

Sales*

10,773,05513,603,059

* E

xcludes magazines distributed as free sam

ples 15,185 Copies

(Previous year – 131,067 C

opies).

ii) Opening and C

losing stock of finished goods:

March 31, 2011

March 31, 2010

Magazines

No. of C

opiesN

o. of Copies

Closing S

tock51,000

60,000

Opening stock

60,00080,000

c) Value of Imports on C

IF Basis

ParticularsM

arch 31, 2011M

arch 31, 2010R

aw M

aterial714,929,410

931,967,788

Stores and S

pares17,149,434

6,887,014

Capital G

oods-

155,451,592

d) C

onsumption of R

aw M

aterial

Quantity

In Kgs.

Value Q

uantityIn K

gs.Value

New

sprint141,430,175

3,839,083,276130,270,636

3,278,675,591

e) Imported and indigenous raw

materials, stores and spares

consumed

Value%

of total Consum

ptionValue

% of total

Consumption

i)Raw

M

aterials

Imported

819,088,77721.34%

928,466,14728.32%

Indigenous3,019,994,499

78.66%2,350,209,444

71.68%

Total3,839,083,276

100.00%3,278,675,591

100.00%

ii) Stores &

Spares

Imported

17,149,4342.92%

6,887,0141.34%

Indigenous569,897,425

97.08%508,018,707

98.66%

Total587,046,859

100.00%514,905,721

100.00%

f) Earnings in foreign currency (on accrual basis)

ParticularsM

arch 31, 2011M

arch 31, 2010A

dvertisement Incom

e-

666,981g) Expenditure in foreign currency (on accrual basis)

ParticularsM

arch 31, 2011M

arch 31, 2010Traveling

807,586742,016

Financial Expenses

24,132,81621,317,090

Advertisem

ent &

Publicity

-57,822

Others

1,745,07424,985,485

O

f the above, Rs. N

il (Previous year – R

s. 10,496,049) is disclosed under addition to fixed assets (including C

apital Work-in-P

rogress) and R

s. Nil (P

revious year Rs. 13,539,190) is disclosed under addi-

tion to

Share

Issue expenses

under the

head ‘M

iscellaneous E

xpenditure’ in the Balance S

heet.h) M

anagerial Rem

uneration

ParticularsM

arch 31, 2011M

arch 31, 2010S

alaries and A

llowances

3,600,0003,600,000

Total3,600,000

3,600,000 i)

Auditors’ R

emuneration (including service tax)

ParticularsM

arch 31, 2011M

arch 31, 2010A

s Auditor

Audit Fees

6,195,9006,066,500

Limited R

eview Fees

1,654,500330,900

Tax Audit Fees

551,500551,500

Tax Opinion Fees

-110,300

Out-of-pocket expenses

551,500661,800

In other manner

Certification relating to IP

O-

7,721,000

Total8,953,400

15,442,000

O

ut of above expenditure, Rs. N

il (Previous Year – R

s. 7,721,000) is included in S

hare Issue Expenses w

hich is adjusted against Securities

Prem

ium A

ccount.

12. Receivables from

Com

panies under the same m

anagement as

required under Clause 32 of the listing agreem

ent.

(a) Sundry D

ebtors include the following am

ounts receivable from the

companies under the sam

e managem

ent:N

ame of the

Com

pany

March 31, 2011

March 31, 2010

March 31, 2011

March 31, 2010

Synergy M

edia E

ntertainment

Limited

-5,120,461

-44,757,834

I Media C

orp Lim

ited723,330

5,119,25815,407,970

5,119,258

Bhaskar

Industries Lim

ited

32,93214,816

41,1542,030,181

Bhaskar M

ultinet Lim

ited7,639

24,96845,699

699,437

Bhaskar E

xxoil Lim

ited-

-

21,9967,477,988

Bhaskar

Venkatesh P

roducts Private

Limited

1,348,641-

1,348,641-

March 31, 2011

March 31, 2011

Closing B

alance

March 31, 2010

March 31, 2010

M

aximum

Amount

Outstanding during the year

46

Divya P

rabhat P

ublication P

rivate Limited

--

-1,758,158

Sharda S

olvent Lim

ited-

9,72021,085

8,325,788

DB

Malls P

rivate Lim

ited98,960

662,922729,354

23,439,331

Abhivyakti K

ala K

endra-

--

21,622,608

Writers and

Publishers

Private Lim

ited

1,113,1976,922,547

4163,5516,922,547

(b) Loans, Advances and D

eposits include the following am

ounts receiv-able from

the companies under the sam

e managem

ent:N

ame of the

Com

pany

March 31, 2011

March 31, 2010

March 31, 2011

March 31, 2010

Synergy M

edia E

ntertainment

Limited

-646,383,131

-646,383,131

I Media C

orp Lim

ited23,472

200,728,007278,203,594

200,897,576

Writers and

Publishers

Private Lim

ited

466,342,929582,278,196

738,180,658732,863,795

Bhaskar M

ultinet Lim

ited.177,937,352

20,542,720178,005,015

20,733,950

Bhaskar E

xxoil Lim

ited-

-16,000

10,578

Diligent M

edia C

orp Limited

1,220,197 -

1,220,19724,909,243

Bhaskar

Industries Lim

ited

1,590,148-

1,590,148-

Divya P

rabhat P

ublications P

rivate Limited

--

-8,592,331

Bhaskar

Infrastructure Lim

ited

-183,678

-183,678

Bhaskar

Publication &

A

llied Industries P

rivate Limited

80,030,1901,527,425

151,318,65113,874,026

Direct(O

OH

) M

edia Private

Limited

-13,236

132362,181,717

DB

Publications

Private Lim

ited-

6,6186618

130,551

DB

Malls P

rivate Lim

ited796,787

-796,787

271,445

Abhivyakti K

ala K

endra-

237,0921,321,292

1,455,514

Note:

In case of advances given to W

riters and Publishers P

rivate Limited,

the amount is repayable over a period of three years. In all other

cases, the amounts are repayable on dem

and.

13. Earnings per Share

ParticularsM

arch 31, 2011M

arch 31, 2010i) P

rofit for the year2,673,231,385

1,990,422,694

ii) Weighted average num

ber of E

quity Shares outstanding for

Basic E

PS

181,528,139172,206,180

iii) Basic E

arnings per share14.73

11.56

iv) On account of shares to be

issued under ES

OS

288,673162,389

v) Weighted average num

ber of E

quity Shares outstanding for

Diluted E

PS

181,816,812172,368,569

vi) Diluted E

arnings per share (R

s.)14.70

11.55

vii) Nom

inal value of shares (R

s.)10.00

10.00

14. Employee B

enefits

Defined C

ontribution Plan

During the year ended M

arch 31, 2011 and March 31, 2010; the

Com

pany contributed the following am

ounts to defined contribution plans:

ParticularsM

arch 31, 2011M

arch 31, 2010P

rovident Fund69,377,216

48,550,886

Em

ployees’ State Insurance

Corporation

19,234,8897100,764

Total88,612,105

55,651,650

Defined B

enefit Plan

A- G

ratuity

The Com

pany has a defined benefit gratuity plan. Every em

ployee w

ho has completed five years or m

ore of service gets a gratuity on departure at 15 days salary (last draw

n salary) for each completed

year of service. The scheme is funded w

ith an insurance company in

the form of a qualifying insurance policy.

B

- Leave Encashment

In accordance w

ith leave policy, the Com

pany has provided for leave entitlem

ent on the basis of an actuarial valuation carried out at the end of the year.

The follow

ing tables summ

aries the components of net benefit

expense recognized in the profit and loss account and the funded status and am

ounts recognized in the balance sheet for the respec-tive plan.

Profit and Loss A

ccount:

Net E

mployee benefit expense (recognized in E

mployee C

ost)

Particulars - Gratuity

March 31, 2011

March 31, 2010

Current service cost

12,303,56412,796,427

Interest cost on benefit obliga-tion

5,433,8264,535,207

Expected return on plan assets

(4,862,819) ( 3,605,018)

Net actuarial (gain) / loss recog-

nized in the year2,795,211

(8,953,208)

Closing B

alance

Maxim

um Am

ount O

utstanding during the year

47

Past service cost

--

Net benefit expense

15,669,782

4,773,407

Actual return on plan assets

3,653,6908,385,191

Balance Sheet

Details of P

rovision and fair value of plan assets

Particulars - Gratuity

March 31, 2011

March 31, 2010

Benefit obligation

81,867,70767,922,829

Fair value of plan assets74,060,336

60,785,240

(7,807,371)(7,137,589)

Less: Unrecognised past service

cost-

-

Net Liability

(7,807,371)(7,137,589)

Details of Experience A

djustments on plan assets and plan liabili-

ties

Particulars - Gratuity

March 31, 2011

March 31, 2010

Experience adjustm

ents on plan liabilities (G

ain)/Loss4,523,864

3,633,997

Experience adjustm

ents on plan A

ssets Gain/(Loss)

(1,209,129)4,780,173

Changes in the present value of the defined benefit obligation are

as follows:

Particulars - Gratuity

March 31, 2011

March 31, 2010

Opening

benefit obligation/net

liability 67,922,829

60,469,425

Interest cost5,433,826

4,535,207

Current service cost

12,303,56412,796,427

Benefits paid

(5,378,598)(5,705,195)

Actuarial (gains) / losses on obli-

gation1,586,082

(4,173,035)

Closing benefit obligation

81,867,70767,922,829

Changes in the fair value of plan assets are as follow

s:

Particulars - Gratuity

March 31, 2011

March 31, 2010

Opening fair value of plan assets

60,785,24048,066,911

Expected return

4,862,8193,605,018

Contributions by em

ployer15,000,000

10,038,333

Benefits paid

(5,378,598)(5,705,195)

Actuarial gains / (losses) on plan

assets(1,209,129)

4,780,173

Closing fair value of plan assets

74,060,33660,785,240

Actuarial gains / (losses) recog-

nized in the year(2,795,211)

8,953,208

The Com

pany expects to contribute Rs.10,000,000 (P

revious Year R

s.10,000,000) to gratuity fund during the annual period beginning after balance sheet date.

The major categories of plan assets as a percentage of the fair value of

total plan assets are as follows:

Particulars - Gratuity

March 31, 2011

March 31, 2010

%%

Investments w

ith insurer100

100

The overall expected rate of return on assets is determ

ined based on the m

arket prices prevailing on that date, applicable to the period over w

hich the obligation is to be settled.

The principal assumptions used in determ

ining gratuity obligations for the C

ompany’s plans are show

n below:

Particulars - Gratuity

March 31, 2011

March 31, 2010

Discount rate

8.25%8.00%

Expected rate of return on

assets8.25%

8.00%

Em

ployee turnover1%

age related + 6%

service related

1% age related

+ 6% service

related

Am

ounts for the current and previous three years are as follows:

March 31, 2011

March 31, 2010

March 31, 2009

March 31, 2008

Defined benefit

obligation81,867,704

67,922,82960,469,425

40,363,900

Plan assets

74,06,33660,785,240

48,066,91128,569,088

Surplus / (deficit)

(7,807,371)(7,137,589)

(12,402,514)(11,794,812)

Experience

adjustments on

plan liabilities (G

ain) / Loss

4,523,8643,633,997

7,687,3254,864,820

Experience

adjustments on

plan assets Gain /

(Loss)

(1,209,129)4,780,173

(1,427,487)308,687

The C

ompany has adopted A

ccounting Standard 15 (R

evised) from

April 01, 2007, thereby has not given disclosure for the follow

ing for financial year ended on M

arch 31, 2007:

(a)

The present value of the defined benefit obligation, the fair value of the plan assets and the surplus or deficit in the plan; and

(b) The experience adjustm

ents arising on plan liabilities and plan assets.

The estim

ates of future salary increases, considered in actuarial valu-ation, take account of inflation, seniority, prom

otion and other relevant factors, such as supply and dem

and in the employm

ent market

15. Employee Stock O

ption Scheme 2008 and 2010

The C

ompany has granted S

tock Options to its em

ployees as per its schem

e referred to as “DB

CL – E

SO

S 2008” and “D

BC

L- ES

OS

2010”. D

uring the year ended March 31, 2011 the follow

ing schemes

were in operation:

DB

CL – ESO

S 2008D

BC

L – ESOS 2010

Date of grant

January 5, 2009M

ay 10, 2010

Gratuity

48

Date of B

oard Approval

Decem

ber 23, 2008M

arch 02, 2010

Date of S

hareholder’s A

pprovalD

ecember 31, 2008

April 24, 2010

Num

ber of options granted

700,000 options have been approved by the B

oard and the share-holders, how

ever 413,427 have been granted till the year ended M

arch 31, 2011

600,000 options have been approved by the B

oard and the sharehold-ers, how

ever 491,203 have been granted till the year ended M

arch 31, 2011

Method of S

ettlement

Equity

Equity

Vesting Period

Options vest equally

over the period of five years from

the date of grant

Options vest equally over

the period of five years from

the date of grant

Exercise P

eriodW

ithin three years from

the date of vesting or listing, w

hichever is later

Within three years from

the date of vesting or list-ing, w

hichever is later

Exercise P

rice50%

discount to the average of first 30 days m

arket price post listing

Discount up to a m

axi-m

um of 30%

to the mar-

ket price.

Vesting Conditions

Option vest on contin-

ued association with the

Com

pany and achieve-m

ent of certain perfor-m

ance parameters

Option vest on continued

association with the

Com

pany and achieve-m

ent of certain perfor-m

ance parameters

The details of activity under DB

CL E

SO

S 2008 and E

SO

S 2010 are as

summ

arized below:

March 31, 2011

March 31, 2010

March 31, 2011

March 31, 2010

Outstanding at the

beginning of

the year

330,387413,427

--

Granted during

the year-

-491,203

-

Forfeited / C

ancelled during the year

19,17783,040

16,494-

Exercised during

the year36,126

--

-

Expired during the

year-

--

-

Outstanding at the

end of the year275,084

330,387474,709

-

Exercisable at the

end of the year88,358

66,077-

-

Weighted average

fair value

of options granted on the date of grant

101.31101.31

124.97-

The following table sum

marizes the year w

ise vesting % and the fair

value in respect of options outstanding:

YearVesting %

Fair ValueYear

Vesting %FairValue

January 5, 2010

20%90.51

May 10,

201120%

103.87

January 5, 2011

20%95.88

May 10,

201220%

115.57

January 5, 2012

20%101.29

May 10,

201320%

126.07

January 5, 2013

20%106.74

May 10,

201420%

135.47

January 5, 2014

20%112.14

May 10,

201520%

143.89

Stock Options granted

The weighted average fair value of stock options granted till date is R

s. 101.31 and R

s. 124.97 for ES

OS

-2008 and ES

OS

-2010 respectively. The B

lack and Scholes O

ptions Pricing m

odel has been used for comput-

ing the weighted average fair value considering the follow

ing inputs:

Weighted aver-

age share price101.31

124.97

Exercise P

rice50%

discount

to the

average of first 30 days closing

market

price post IP

O i.e. R

s. 124

Discount up to a m

axi-m

um of 30%

to the mar-

ket price. i.e. Rs. 168

Expected

Volatility0%

0%

Historical

Volatility0%

0%

Life of the options granted (Vesting and exercise period) in years

4.5 years4.5 years

Expected divi-

dends0%

0%

Average risk-free interest rate

5.24%7.10%

Expected divi-

dend rate0%

0%

The expected volatility w

as determined based on historical volatility

data, historical volatility includes early years of the companies life, the

company expects the volatility of its share price to reduce as its

natures to allow for the effects of early exercise. To allow

for effects of early exercise, it w

as assumed that the em

ployees will exercise

option after the vesting date, when share price w

as in excess of the exercise price.

H

ad Com

pensation cost been determined in accordance w

ith the fair value approach described in the G

uidance Note, the C

ompany’s net

profit as reported would have changed to am

ounts indicated below:

March

31, 2011M

arch 31, 2010Profit as reported

2,673,231,3851,990,422,694

Add: E

mployee stock com

pen-sation

under intrinsic

value m

ethod

31,664,62112,965,726

Less: Em

ployee stock compen-

sation under fair value method

47,820,49617,283,654

Proforma profit

2,657,075,5101,986,104,766

Earnings Per ShareB

asic

Num

ber of options

ES

OS

-2008

ES

OS

-2010

March 31, 2011

ES

OS

-2008

ES

OS

-2010

ES

OS

-2008

ES

OS

-2010

49

- As reported

14.7311.56

- As adjusted

14.6411.53

Diluted

- As reported

14.7011.55

- As adjusted

14.6111.52

16. Fixed Deposits

C

ash and Bank includes Fixed D

eposits having maturity period of

more than three m

onths amounting R

s. 696,987,121 (Previous year

Rs. 1,436,183,913).

17. Investments

a) The C

ompany has invested R

s. 5,775,000 in Equity shares and R

s 350,000,000 in Zero coupon Fully C

onvertible debentures of I Media

Corp Lim

ited [‘IMC

L’], which is a subsidiary com

pany. The said invest-m

ents are of a long term strategic nature. IM

CL is in the initial years

of comm

ercial operations and has accumulated losses (as per the

latest audited financial statements for the year ended M

arch 31, 2011) aggregating to R

s. 272,430,822. These being long term and

strategic investments and also in view

of the projected profitable operations of IM

CL, the m

anagement is of the view

that there is no dim

inution other than temporary in the value of these investm

ents.b) Investm

ent in Private Treaties

The Com

pany has strategically entered into arrangements w

ith vari-ous parties by investing in the securities of these parties. B

y these arrangem

ents, the said parties would also offer their advertisem

ents in the C

ompany’s print and non print m

edia periodically, for a speci-fied term

. Up to M

arch 31, 2011, the Com

pany has made provision of

Rs. 97,500,000 (P

revious year Rs. 52,500,000) in respect of dim

inu-tion, w

hich is other than temporary, in the value of these investm

ents. The m

anagement w

ill evaluate the value of these investments peri-

odically and required provision would be m

ade in respect of any dim

inution which is other than tem

porary.

18. Preoperative expenses included under Fixed A

ssets and Capital

Work-in-P

rogress are as under:

ParticularsM

arch 31, 2011M

arch 31, 2010O

pening Balance of Pre -

Operative Expenses

10,927,52178,935,822

Expenditure during the year :

Raw

Material C

onsumed

2,101,349-

Operating E

xpenditure3,649,569

360,082

Em

ployee Cost

115,6995,147,356

Other Indirect E

xpenditure 5,250,211

8,899,344

Loan Managem

ent Fees-

5,688,413

Bank C

harges-

3,033

Interest and Financial Charges

- 11,735,613

Total22,044,349

110,769,663Less:- C

apitalized during the year22,044,349

99,842,142

Closing B

alance of Pre-

Operative E

xpenses(D

isclosed as Capital W

ork-in-P

rogress)

-10,927,521

19. Details of dues to M

icro and Small Enterprises as per M

icro, Sm

all and Medium

Enterprises Developm

ent Act, 2006.

a) A

n amount of R

s. 6,554,207 (Previous Year R

s. Nil) and R

s. Nil

(Previous Year R

s. Nil) w

as due and outstanding to suppliers as at the end of the accounting year on account of P

rincipal and Interest respectively.

b) N

o interest was paid during the year to any supplier.

c) N

o interest was paid to suppliers for paym

ents made beyond the

appointed date during the accounting year.

d) N

o claims have been received at the end of the year for interest

under Micro, S

mall and M

edium E

nterprises Developm

ent Act,

2006.

e) N

o amount of interest w

as accrued and unpaid at the end of the accounting year.

The

above inform

ation regarding

Micro,

Sm

all and

Medium

E

nterprises has been determined to the extent such parties have

been identified on the basis of information available w

ith the C

ompany. This has been relied upon by the auditors.

20. Salaries, W

ages and Bonus include sitting fees paid to D

irectors Rs.

780,000 (Previous year R

s. 380,000).21. S

ince the segment inform

ation as per notified Accounting S

tandard 17 - S

egment R

eporting notified by the Com

panies (Accounting

Standards) R

ules, 2006 (as amended) is provided on the basis of

consolidated financial statements, the separate segm

ent information

based on standalone financial statements are not provided.

22. Previous Year Com

paratives

Current Year’s figures are not com

parable to previous year due to schem

e of restructuring (Refer N

ote 4A –Schem

e of arrangement).

The figures for the previous year presented have been regrouped w

here necessary to conform to this year classification.

As per our report of even date.

For S.R. B

atliboi & A

ssociates For G

upta Navin K

. & C

o. For and on behalf of the B

oard ofFirm

Registration num

ber 101049W

Firm R

egistration number 06263C

D

irectors of D.B

. Corp Lim

itedC

hartered Accountants

Chartered A

ccountants

per A

mit M

ajmudar

per Navin K

. Gupta

Managing D

irector D

irectorPartner

PartnerM

embership N

o. 36656 M

embership N

o. 75030 M

umbai

May 18, 2011

C

ompany Secretary

50

Statement pursuant to section 212 of the Companies Act, 1956 relating to subsidiary Companies

Name(s) of the Subsidiary Companies Synergy Media Entertainment Limited I Media Corp Limited

(A) The "Financial Year" of the Subsidiary Companies 31st March, 2011 31st March, 2011

(B) Shares of the subsidiary held by D.B. Corp Limitedon the above dates:

i) Number and face value 136800 Equity Shares of Rs. 10/- each* 577500 Equity shares of Rs. 10/- each

ii) Extent of holding 56.82% 55%

(C) The net aggregate of Profits/ Loss of the subsidiary's companies so far as it concerns the members of the D.B. Corp Limited:

(a) not dealt with in the accounts of D.B. Corp Limited for the Financial year 31st March, 2011

(i) For the Subsidiaries' fianancial year as in (A) Above Rs. 00.34 Crores Rs.(9.15) Crores(NOTE A) (NOTE B)

(ii) For the Previous financial years of the Subsidiaries since Rs. (10.46) Crores Rs.(5.77) Croresthey became the Holding Company's subsidiaries

(b) dealt with in the accounts of D.B. Corp Limited for the year ended 31st March, 2011 amounted to-

(i) For the Subsidiaries' fianancial year ended as in (A) above NIL NIL(ii) For the Previous financial years of the Subsidiaries since NIL NIL

they became the Holding Company's subsidiaries

*Pursuant to the Scheme of Arrangement between Synergy Media Entertainment Limited and D.B.Corp Limited

For and on behalf of the Board,

(Director) (Director)

NOTE A:Synergy Media Entertainment Limited

Net Profit/(Loss) for the year ended on 31/03/2011 Rs. 6,000,438

D.B. Corp Limited extent of holding 56.82%

Therefore, the net aggregate of Profit/Loss Rs. 6,000,438*56.82%of the subsidiary Companies so far asit concerns the members of D.B. Corp Limited Rs. 3,409,596not dealt with in the accounts of D.B. Corp Limited Rs. 00.34 Crores

NOTE B:I Media Corp Limited

Net Profit/(Loss) for the year ended on 31/03/2011 Rs.(91,512,744)

D.B. Corp Limited extent of holding 55.00%

Therefore, the net aggregate of Profit/Loss of Rs.(91,512,744)the subsidiary Companies so far asit concerns the members of D.B. Corp Limitednot dealt with in the accounts of D.B. Corp Limited Rs. (9.15) Crores

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 50

51

Th

e Bo

ard o

f Directo

rsD

.B. C

orp

Lim

ited

1.W

e have audited the attached Consolidated B

alance Sheet

of D.B

. Corp Lim

ited ('DB

CL') G

roup, as at March 31, 2011,

and also the Consolidated P

rofit and Loss account and theC

onsolidated Cash F

low S

tatement for the year ended on

that date annexed thereto. These financial statem

ents arethe responsibility of the D

BC

L's managem

ent and havebeen prepared by the m

anagement on the basis of separate

financial statements and other financial inform

ation regard-ing com

ponents. Our responsibility is to express an opinion

on these financial statements based on our audit.

2.W

e conducted our audit in accordance with the auditing

standards generally accepted in India. Those S

tandardsrequire that w

e plan and perform the audit to obtain rea-

sonable assurance about whether the financial statem

entsare free of m

aterial misstatem

ent. An audit includes exam

-ining, on a test basis, evidence supporting the am

ounts anddisclosures

in the

financial statem

ents. A

n audit

alsoincludes assessing the accounting principles used and sig-nificant estim

ates made by m

anagement, as w

ell as evalu-ating

the overall

financial statem

ent presentation.

We

believe that our audit provides a reasonable basis for ouropinion.

3.G

upta Navin K

. & C

o. did not audit the financial statements

of the subsidiaries, whose financial statem

ents reflect totala

ssets

of

Rs.1

22

,88

8,6

79

(P

revio

us

yea

rR

s.1,195,364,514) as at March 31, 2011, the total revenue

of Rs.54,202,236 (P

revious year Rs.408,587,339) and cash

Fo

r S.R

.Batlib

oi &

Asso

ciates F

or G

up

ta Navin

K.&

Co

Firm

Reg

istration

No

: 101049W

Firm

Reg

istration

No

: 06263CC

hartered Accountants

Chartered A

ccountants

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Partn

er P

artner

Mem

bership No : 36656

Mem

bership No : 75030

Mum

baiM

ay 18, 2011

Au

dito

r's Rep

ort

flow

s a

mo

un

ting

to

(R

s.24

,05

8,0

50

) (P

revio

us

yea

rR

s.8,869,977) for the year then ended. These financial

statements and other financial inform

ation have been audit-ed

solely by

one of

the joint

auditors S

.R.

Batliboi

&A

ssociates, whose reports have been furnished to G

uptaN

avin K &

Co. and our joint opinion is based on these

reports.

4.W

e report that the consolidated financial statements have

been prepared by the DB

CL's m

anagement in accordance

with the requirem

ents of Accounting S

tandard (AS

) 21 -"C

onsolidated Financial S

tatements" notified pursuant to

the Com

panies (Accounting S

tandards) Rules, 2006, (as

amended).

5.B

ased on our audit and on consideration of reports of otherauditor on separate financial statem

ents and on the otherfinancial inform

ation of the components, and to the best of

our information and according to the explanations given to

us, we are of the opinion that the attached consolidated

financial statements give a true and fair view

in conformity

with the accounting principles generally accepted in India:

(a)in the case of the consolidated balance sheet, of the stateof affairs of the D

BC

LG

roup as at March 31, 2011;

(b)in the case of the consolidated profit and loss account, ofthe profits of the D

BC

LG

roup for the year ended on thatdate; and

(c)in the case of the consolidated cash flow

statement, of the

cash flows of the D

BC

LG

roup for the year ended on thatdate.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 51

52

CO

NS

OL

IDA

TE

D B

AL

AN

CE

SH

EE

T A

S A

T M

AR

CH

31, 2011(Am

ou

nts in

Ind

ian R

up

ees)

Sch

edu

lesA

s At

As A

t M

arch 31, 2011

March

31, 2010

SO

UR

CE

S O

F F

UN

DS

Sh

areho

lders' F

un

ds

Share C

apital1

1,832,842,310 1,815,156,050

Stock O

ptions outstanding2

28,919,045 12,965,726

Reserves and S

urplus3

6,426,991,371 4,658,797,466

8,288,752,726 6,486,919,242

Lo

an F

un

ds

Secured Loans

42,081,725,340

2,966,297,834 U

nsecured Loans5

290,349,265 241,008,762

2,372,074,605 3,207,306,596

Deferred

Tax Liab

ilities (Net)

6694,657,385

608,762,958

Min

ority In

terest (Refer N

ote 7 o

f Sch

edu

le 25)3,791,742

44,386,825 TO

TAL

11,359,276,458 10,347,375,621

AP

PL

ICA

TIO

N O

F F

UN

DS

Fixed

Assets

7G

ross Block

8,407,506,035 7,165,494,087

Less : Accum

ulated depreciation / amortisation

1,729,494,637 1,304,898,967

Net B

lock6,678,011,398

5,860,595,120 C

apital Work-in-progress including C

apital Advances

680,090,624 614,282,768

7,358,102,022 6,474,877,888

Investm

ents

8162,811,000

205,011,000

Cu

rrent A

ssets, Lo

ans an

d A

dvan

cesInventories

9728,033,099

721,615,361 S

undry Debtors

102,400,812,822

1,934,309,475 C

ash and Bank B

alances11

1,730,959,004 1,926,409,752

Loans and Advances

121,057,873,193

1,032,026,318 A

5,917,678,118 5,614,360,906

Less : C

urren

t Liab

ilities and

Pro

vision

sC

urrent Liabilities13

1,648,080,088 1,706,012,977

Provisions

14541,061,488

366,557,767 B

2,189,141,576 2,072,570,744

Net C

urren

t Assets

(A-B

)3,728,536,542

3,541,790,162

Miscellan

eou

s Exp

end

iture

15109,826,894

125,696,571 (to the extent not w

ritten off or adjusted)TO

TAL

11,359,276,458 10,347,375,621

NO

TE

S TO

AC

CO

UN

TS

25

The S

chedules referred to above and Notes to A

ccounts form an integral part of the B

alance Sheet.

As per our R

eport of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or G

up

ta Navin

K. &

Co

.F

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WF

irm reg

istration

nu

mb

er: 06263CD

.B. C

orp

Lim

itedC

hartered

Acco

un

tants

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Man

agin

g D

irector

Directo

rP

artner

Partn

erM

embership N

o. 36656M

embership N

o. 75030

Mum

baiM

ay 18, 2011C

om

pany S

ecretary

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 52

53

CO

NS

OL

IDA

TE

D P

RO

FIT

AN

D L

OS

S A

CC

OU

NT

FO

R T

HE

YE

AR

EN

DE

D M

AR

CH

31, 2011(A

mo

un

ts in In

dian

Ru

pees)

Sch

edu

lesF

or th

e Year E

nd

ed

Fo

r the Y

ear En

ded

M

arch 31, 2011

March

31, 2010

INC

OM

E

Sales

162,316,963,389

2,271,908,452 Incom

e from E

vent Managem

ent175,305,407

148,077,147 A

dvertisement Incom

e10,016,147,636

8,085,350,865 O

ther Operating Incom

e17

144,022,823 124,416,631

12,652,439,255 10,629,753,095

EX

PE

ND

ITU

RE

Raw

Materials C

onsumed

183,839,083,276

3,278,675,591 Increase in S

tock of Finished G

oods(604,314)

(15,938)E

vent Expenses

160,203,482118,323,495

Operating E

xpenses19

1,319,362,565 1,318,711,356

Personnel E

xpenses20

1,845,638,366 1,318,112,012

General and A

dministrative E

xpenses21

781,891,703 565,695,858

Selling and D

istribution Expenses

22675,714,600

600,838,839 O

peratin

g P

rofit b

efore in

terest and

dep

reciation

4,031,149,577 3,429,411,882

Other Incom

e (Interest Income)

23141,762,180

111,523,413 F

inancial Expenses

24153,028,579

356,918,966 D

epreciation /amortisation

7432,844,418

378,349,362

Pro

fit Befo

re Tax3,587,038,760

2,805,666,967 Tax E

xpen

seC

urrent Tax 897,291,887

840,010,000 D

eferred Tax Charge

85,894,427 215,943,289

Provision for tax of earlier years

16,500,000 1,208,404

999,686,314 1,057,161,693

Pro

fit for th

e Year B

efore M

ino

rity Interest

2,587,352,446 1,748,505,274

Minority Interest in the (profits)/losses of S

ubsidiaries(2,590,845)

79,495,798

Pro

fit for th

e Year

2,584,761,601 1,828,001,072

Balance brought forw

ard from previous year

1,363,267,140 109,133,208

Pro

fit available fo

r Ap

pro

priatio

n3,948,028,741

1,937,134,280

Ap

pro

priatio

ns:

Interim D

ividend363,083,050

136,135,954 P

roposed Final D

ividend366,596,274

226,908,256 Tax on D

ividend119,774,637

60,822,930 Transfer to G

eneral Reserve

300,000,000 150,000,000

1,149,453,961 573,867,140

Balan

ce carried to

Balan

ce Sh

eet2,798,574,780

1,363,267,140

Earn

ing

s Per S

hare (R

efer No

te 17 of S

ched

ule 25)

Basic E

arning Per S

hare14.24

10.62 D

iluted Earning P

er Share

14.22 10.61

Nom

inal Value P

er Share

10 10

NO

TE

S TO

AC

CO

UN

TS

25

The S

chedules referred to above and Notes to A

ccounts form an integral part of the P

rofit and Loss Account.

As p

er o

ur R

ep

ort o

f eve

n d

ate

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or G

up

ta Navin

K. &

Co

.F

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WF

irm reg

istration

nu

mb

er: 06263CD

.B. C

orp

Lim

itedC

hartered

Acco

un

tants

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Man

agin

g D

irector

Directo

rP

artner

Partn

erM

embership N

o. 36656M

embership N

o. 75030

Mum

baiM

ay 18, 2011C

om

pany S

ecretary

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 53

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G PA

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OF

TH

E C

ON

SO

LID

AT

ED

BA

LA

NC

E S

HE

ET

AS

AT

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees, except sh

are data)

As A

t A

s At

March

31, 2011M

arch 31, 2010

Sch

edu

le 1

SH

AR

E C

AP

ITAL

Authorised :

249,000,000 (Previous Year 249,000,000) E

quity Shares of R

s. 10 each2,490,000,000

2,490,000,000

1,000 (Previous Year 1,000), 0%

, Non- C

onvertible Redeem

able P

reference Shares of R

s. 10,000 each10,000,000

10,000,000

2,500,000,000 2,500,000,000

Issued

, Su

bscrib

ed an

d P

aid u

p :

183,283,231 (Previous Year 181,514,605) E

quity Shares of R

s.10 each fully paid up1,832,832,310

1,815,146,050

1 (Previous Year 1), 0%

, Non - C

onvertible Redeem

able Preference S

hare of R

s. 10,000 each10,000

10,000

No

tes:a) O

f the above, 166,652,850 (Previous Year 166,652,850) E

quity shares of Rs. 10 each,

fully paid up have been issued as bonus shares by capitalisation of General R

eserveb) O

f the above shares, 3,869,255 (Previous Year 2,136,755) E

quity shares have been issued for a consideration other than cash (R

efer Note 6A

of Schedule 25)

c) 1 (Previous Year 1) P

reference share of Rs. 10,000 has been issued for consideration

other than cashd) P

reference shares are redeemable at par after five years from

the date of allotment i.e.

July 31, 2007e) F

or Em

ployee Stock O

ption Schem

e (Refer N

ote 19 of Schedule 25)

f) For S

hares issued pursuant to an Initial Public O

ffer (Refer N

ote 4 of Schedule 25)

1,832,842,310 1,815,156,050

Sch

edu

le 2

STO

CK

OP

TIO

NS

OU

TS

TAN

DIN

G(R

efer Note 19 of S

chedule 25)E

mployee S

tock Options outstanding

57,831,008 25,109,412

Less: Deferred E

mployee C

ompensation outstanding

26,166,387 12,143,686

31,664,621 12,965,726

Less: Value of E

mployee C

ompensation of options exercised

2,745,576 -

28,919,045 12,965,726

Sch

edu

le 3

RE

SE

RV

ES

AN

D S

UR

PL

US

Gen

eral Reserve

As per last B

alance Sheet

929,597,888 779,597,888

Add : Transferred from

Profit and Loss A

ccount300,000,000

150,000,000 A

dd: Adjusted pursuant to the schem

e of arrangement (R

efer Note 6A

of Schedule 25)

26,022,325 -

1,255,620,213 929,597,888

Secu

rities Prem

ium

Acco

un

tA

s per last Balance S

heet2,365,932,438

88,200 A

dd: Received on account of F

resh Issue of Equity shares (R

efer Note 4 of S

chedule 25)-

2,562,815,000 A

dd: Received on exercise of em

ployee stock options6,863,940

- Less: S

hare Issue expenses (Refer N

ote 4 of Schedule 25)

- 196,970,762

2,372,796,378 2,365,932,438

Pro

fit and

Lo

ss Acco

un

t2,798,574,780

1,363,267,140 6,426,991,371

4,658,797,466

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 54

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OF

TH

E C

ON

SO

LID

AT

ED

BA

LA

NC

E S

HE

ET

AS

AT

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees, except sh

are data)

As A

t A

s At

March

31, 2011M

arch 31, 2010

Sch

edu

le 4

SE

CU

RE

D L

OA

NS

Term

Lo

ans

- R

upee Loans from B

anks480,000,000

897,666,852 -

Rupee Loans from

Financial Institution

- 77,777,758

- F

oreign Currency Loan from

Financial Institution

1,264,944,748 1,418,250,923

Wo

rking

Cap

ital Lo

an-

Cash C

redit Facilities from

Banks

51,612,055 121,698,805

- B

uyers' Credit from

Bank

285,168,537 450,903,496

(For S

ecurity Refer N

ote 9 of Schedule 25)

2,081,725,340 2,966,297,834

Sch

edu

le 5U

NS

EC

UR

ED

LO

AN

S

Security D

eposits Received

290,349,265 241,008,762

290,349,265 241,008,762

Sch

edu

le 6D

EF

ER

RE

D TA

X L

IAB

ILIT

IES

(NE

T)

Deferred

Tax Liab

ilitiesD

epreciation814,707,297

739,561,078 Term

Loan Processing fees

- -

814,707,297 739,561,078

Deferred

Tax Assets

Provision for D

oubtful Debts and A

dvances61,837,662

23,585,388 P

rovision for Gratuity and Leave E

ncashment

16,219,003 13,609,701

Provision for D

iminution in value of Investm

ent32,387,063

17,844,750 U

nabsorbed Depreciation and C

arried Forw

ard Losses (Refer N

ote below)

- 71,351,231

Provision for E

mployee S

tock Option S

cheme

9,606,184 4,407,050

120,049,912 130,798,120

Deferred

Tax Liab

ilities (Net)

694,657,385 608,762,958

Note: In case of subsidiaries, the recognition of deferred tax assets is restricted to the extent of deferred tax liabilities as at M

arch 31, 2011 and March 31, 2010.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 55

56

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011(Amounts in Indian Rupees)

Schedule 7FIXED ASSETS

Assets Gross Block Accumulated Depreciation/Amortisation Net BlockAs At Additions Deductions As At Up To For the On Up To As At As At

April 1, 2010 during during March 31, 2011 April 1, 2010 Year deductions March 31, 2011 March 31, 2011 March 31, 2010the year the year

Tangible Assets

Land

- Freehold 37,737,900 24,496,413 - 62,234,313 - - - - 62,234,313 37,737,900

- Leasehold 11,192,602 18,754,976 - 29,947,578 411,916 400,124 - 812,040 29,135,538 10,780,686

Buildings

- Freehold 557,736,270 116,860,508 - 674,596,778 28,595,931 19,793,382 - 48,389,313 626,207,465 529,140,339

- Leasehold - 509,727,738 - 509,727,738 - 575,964 - 575,964 509,151,774 -

Leasehold Improvements 53,308,711 11,102,564 - 64,411,275 7,711,447 6,284,287 - 13,995,734 50,415,541 45,597,264

Plant and Machinery (Refer Note 2 Below) 4,859,575,205 374,974,211 11,852,244 5,222,697,172 710,291,508 261,933,422 3,042,422 969,182,508 4,253,514,664 4,149,283,697

Office Equipments 169,096,368 20,838,541 1,667,383 188,267,526 39,494,916 10,137,414 605,401 49,026,929 139,240,597 129,601,452

Vehicles 22,942,152 4,815,743 1,605,801 26,152,094 15,723,231 1,839,354 907,862 16,654,723 9,497,371 7,218,921

Furniture and Fixtures 227,820,901 27,096,524 67,698 254,849,727 60,198,257 16,249,300 39,861 76,407,696 178,442,031 167,622,644

Electric Fitting, Fans and Coolers 221,828,879 47,671,758 - 269,500,637 31,491,049 12,395,297 - 43,886,346 225,614,291 190,337,830

Computers 336,431,965 59,888,272 4,720,614 391,599,623 219,727,079 35,212,297 3,653,202 251,286,174 140,313,449 116,704,886

D.G.Sets 99,884,175 36,200,489 - 136,084,664 10,683,436 5,450,403 - 16,133,839 119,950,825 89,200,739

Intangible Assets

Computer Software 28,683,650 9,336,553 - 38,020,203 14,880,871 5,955,458 - 20,836,329 17,183,874 13,802,779

Goodwill 25,609,517 - - 25,609,517 18,149,608 5,030,979 - 23,180,587 2,428,930 7,459,909

Goodwill on Consolidation (Refer Note 5 of Schedule 25) 1,444,792 161,398 - 1,606,190 1,239,553 366,637 - 1,606,190 - 205,239

One Time License Fees 512,201,000 - - 512,201,000 146,300,165 51,220,100 - 197,520,265 314,680,735 365,900,835

Total 7,165,494,087 1,261,925,688 19,913,740 8,407,506,035 1,304,898,967 432,844,418 8,248,748 1,729,494,637 6,678,011,398 5,860,595,120

Capital Work-in-progress 680,090,624 614,282,768

(including Capital Advances)

(Refer Note 1, 3 and 4 Below)

7,358,102,022 6,474,877,888

Previous year ended March 31, 2010 4,694,684,043 2,486,557,091 15,747,047 7,165,494,087 931,887,966 378,349,362 5,338,361 1,304,898,967 5,860,595,120

Notes

1) For details of Pre operative expenses and borrowing cost capitalised Refer Note 22 of Schedule 25.

2 Plant and Machinery above include Common Transmitters Infrastructure which are Jointly held assets as at March 31, 2011:

Gross Block - Rs. 127,300,000 (Previous Year - Rs. 127,300,000)

Net Block - Rs.101,333,902 (Previous Year - Rs. 114,496,722)

% of Ownership - 30.26% (Previous year 30.26%)

3) Additions during the year and Capital Work-in-progress as at March 31, 2011 includes exchange differences Rs.442,492 [foreign exchange gain (net)] [Previous year Rs. 204,770,841 (foreign exchange gain (net))].

4) Additions during the year and Capital Work-in-progress as at March 31, 2011 includes Borrowing Cost capitalised Rs. Nil (Previous year Rs. 16,184,462).

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E C

ON

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NC

E S

HE

ET

AS

AT

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees, except sh

are data)

As A

t A

s At

March

31, 2011M

arch 31, 2010

Sch

edu

le 8

INV

ES

TM

EN

TS

L

on

g Term

Investm

ents (A

t cost)

Un

qu

oted

and

No

n Trad

e (Refer N

ote 16 o

f Sch

edu

le 25)

100,000 (P

revious Year 100,000) Equity S

hares of Rs. 10 each fully paid up

15,000,000 15,000,000

at a premium

of Rs. 140 per share of D

warkas G

ems Lim

ited

14,286 (P

revious Year 14,286) Equity S

hares of Rs. 10 each fully paid up

5,000,000 5,000,000

at a premium

of Rs. 340 per share of A

ayam H

erbal Private Lim

ited

375,000 (P

revious Year 375,000) Equity S

hares of Rs. 10 each full paid up

15,000,000 15,000,000

at a premium

of Rs. 30 per share of A

rvind Coirfoam

Private Lim

ited

100,000 (P

revious Year 100,000) Equity S

hares of Rs. 10 each fully paid up

40,000,000 40,000,000

at a premium

of Rs. 390 per share of M

icro Secure S

olution Limited (R

efer Note 2 below

)

81,085 (P

revious Year 81,085) Equity S

hares of Rs. 10 each fully paid up

30,000,000 30,000,000

at a premium

of Rs. 359.95 per share of N

aaptol Online Shopping Private Lim

ited (Refer N

ote 2 below)

230,415 (P

revious Year 230,415) Equity S

hares of Rs. 10 each fully paid up

50,000,000 50,000,000

at a premium

of Rs. 207 per share of N

eesa Leisure Limited

27,778 (P

revious Year 27,778) Equity S

hares of Rs. 10 each fully paid up at a prem

ium10,000,000

10,000,000 of R

s. 350 per share of Professionals C

oaching Com

pany Private Lim

ited

1 (P

revious Year 1) 0%, F

ully Convertible D

ebenture of Rs. 3 C

rores fully paid up30,000,000

30,000,000 of A

bbee Consum

ables and Peripherals S

shope Limited (R

efer Note 1 below

)

200,000 (P

revious Year 200,000) 0%, F

ully Convertible D

ebentures of Rs. 100 each fully paid up

20,000,000 20,000,000

of Cubit C

omputers P

rivate Limited (R

efer Note 2 below

)

Nil

(Previous Year 200,000) 14%

Non C

onvertible Debentures of R

s. 100 each fully paid up-

20,000,000 of E

veronn System

s India Limited

2,280,000 (Previous Year N

il) Zero C

oupon Fully C

onvertible Debentures of R

s. 10 each fully paid up22,800,000

- of E

veronn Education Lim

ited

100 ( P

revious year 100) Equity S

hares of Rs 100 each fully paid up of U

nited New

s of India10,000

10,000

10 (P

revious year 10) Equity S

hares of Rs. 100 each fully paid up of P

ress Trust of India1,000

1,000

Ag

greg

ate amo

un

t of U

nq

uo

ted in

vestmen

ts 237,811,000

235,011,000

Qu

oted

and

No

n-Trad

e (Refer N

ote 16 o

f Sch

edu

le 25)

300,000(P

revious Year 300,000) Equity S

hares of Rs. 10 each fully paid up

22,500,000 22,500,000

at a premium

of Rs. 65 per share of A

jcon Global S

ervices Limited

(Market V

alue as at March 31, 2011 is R

s. 6,330,000) (As at M

arch 31, 2010 Rs.2,994,000)

Ag

greg

ate amo

un

t of Q

uo

ted in

vestmen

ts 22,500,000

22,500,000

Aggregate M

arket value as at March 31, 2011 is R

s. 6,330,000 (As at M

arch 31, 2010 Rs.2,994,000)

260,311,000 257,511,000

Less: Provision for D

iminution in V

alue of Investments

97,500,000 52,500,000

162,811,000 205,011,000

No

tes :1) T

hese investments are yet to be transferred in the nam

e of the Com

pany.2) T

hese investments contain Lock-in-P

eriod of twelve m

onths from the date of subscription/allotm

ent.

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ET

AS

AT

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees, except sh

are data)

As A

t A

s At

March

31, 2011M

arch 31, 2010

Sch

edu

le 9IN

VE

NTO

RIE

S (A

t low

er of co

st and

net realisab

le value)

Raw

Materials - N

ews P

rints (Including Stock in Transit R

s. 147,250,346)573,865,091

619,901,028 (P

revious Year Rs. 50,936,079)

Stores and S

pares129,561,869

71,959,244 M

agazines1,709,499

417,070

Gifts / P

romotional P

roducts22,896,640

29,338,019 728,033,099

721,615,361

Sch

edu

le 10S

UN

DR

YD

EB

TOR

S(R

efer Note 14 (a) of S

chedule 25)(U

nsecured)D

ebts outstanding for a period exceeding six months :

- C

onsidered Good

252,932,787 201,833,383

- C

onsidered Doubtful

128,057,034 69,389,197

380,989,821 271,222,580

Others D

ebts :-

Considered G

ood2,147,880,035

1,732,476,092 2,528,869,856

2,003,698,672

Less : Provision for D

oubtful Debts

128,057,034 69,389,197

2,400,812,822 1,934,309,475

Sch

edu

le 11C

AS

H A

ND

BA

NK

BA

LA

NC

ES

Cash on H

and17,154,498

12,734,463 C

heques on Hand/Transit

186,098,676 82,156,988

Balances w

ith Scheduled B

anks:O

n Current A

ccounts368,682,613

368,656,645 O

n Fixed D

eposit Account (R

efer Note 4 and 15 of S

chedule 25)1,159,023,217

1,462,861,656 1,730,959,004

1,926,409,752

Sch

edu

le 12L

OA

NS

AN

D A

DVA

NC

ES

(Refer N

ote 14 (b) of Schedule 25)

(Unsecured, considered good unless otherw

ise stated)

Loans and Advances to E

mployees

23,137,251 15,975,704

Advances recoverable in cash or kind or for value to be received

- C

onsidered Good

401,004,860 300,066,579

- C

onsidered Doubtful

5,679,338 -

Inter Corporate D

eposits359,839,548

461,036,398 D

eposit with G

overnment A

uthorities54,721,079

52,614,442 Inter C

orporate Deposit against Lease of P

roperties (Refer N

ote 14(b) of Schedule 25)

132,950,000132,950,000

Deposit w

ith Others

86,220,455 69,383,195

1,063,552,531 1,032,026,318

Less : Provision for D

oubtful Loans and Advances

5,679,338-

1,057,873,193 1,032,026,318

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 58

59

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OF

TH

E C

ON

SO

LID

AT

ED

BA

LA

NC

E S

HE

ET

AS

AT

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees, except sh

are data)

As A

t A

s At

March

31, 2011M

arch 31, 2010

Sch

edu

le 13C

UR

RE

NT

LIA

BIL

ITIE

SS

undry Creditors (R

efer Note 13 of S

chedule 25)1,220,211,225

1,237,942,418 (Includes R

s. 26,405,159 for Capital G

oods) (Previous Year R

s. 96,478,418)

Advances from

Custom

ers366,944,400

402,855,684 B

ook Overdraft

- 10,753,125

Interest Accrued but not due on loans

1,822,950 2,239,584

Other Liabilities

59,101,513 52,222,167

1,648,080,088 1,706,012,977

Sch

edu

le 14P

RO

VIS

ION

S

Provision F

or Tax (Net of taxes paid R

s.2,689,297,806)58,421,055

55,299,259 (P

revious Year Rs. 1,754,723,061)

Provision F

or Fringe B

enefit Tax (Net of taxes paid R

s. 81,867,995)6,613,317

6,613,317 (P

revious Year Rs.81,867,995)

Provision F

or Wealth Tax

50,000 10,000

Provision F

or Gratuity (R

efer Note 18 of S

chedule 25)8,534,419

9,322,299 P

rovision For Leave E

ncashment (R

efer Note 18 of S

chedule 25)41,238,900

30,718,011 P

rovision For P

roposed Dividend

366,732,717 226,908,256

Tax on Proposed D

ividend 59,471,080

37,686,625 541,061,488

366,557,767

Sch

edu

le 15M

ISC

EL

LA

NE

OU

S E

XP

EN

DIT

UR

E

(to the extent not written off or adjusted)

Share Issue E

xpensesO

pening Balance

- 41,764,142

Additions during the Year

- 155,206,620

Less: Transferred to Securities P

remium

Account (R

efer Note 4 of S

chedule 25)-

196,970,762 -

-

Term L

oan

Pro

cessing

Fees

Opening B

alance125,696,571

175,106,651 Less: A

mortized during the Year

- C

harged to Profit and Loss A

ccount15,869,677

43,721,667 -

Transferred to Capital W

ork in Progress

- 5,688,413

109,826,894 125,696,571

109,826,894 125,696,571

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 59

60

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RT

OF

TH

E C

ON

SO

LID

AT

ED

PR

OF

IT A

ND

LO

SS

AC

CO

UN

T F

OR

TH

EY

EA

R E

ND

ED

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees)

Fo

r the Y

ear En

ded

Fo

r the Y

ear En

ded

M

arch 31, 2011

March

31, 2010

Sch

edu

le 16S

AL

ES

S

ale of New

spapers2,084,953,525

2,052,110,962 W

astage Sale

137,470,287 117,191,477

Sale of P

ower

10,418,972 15,637,552

Sale of M

agazines58,626,779

65,768,326 P

ortal and wireless revenue

25,493,826 21,200,135

2,316,963,389 2,271,908,452

Sch

edu

le 17O

TH

ER

OP

ER

AT

ING

INC

OM

EP

rinting Job Charges

91,351,789 72,222,345

Excess Liabilities / provisions w

ritten back40,755,423

24,785,048 F

oreign Exchange G

ain (Net)

609,893 8,838,385

Miscellaneous Incom

e11,305,718

18,570,853 144,022,823

124,416,631

Sch

edu

le 18R

AW

MA

TE

RIA

LS

CO

NS

UM

ED

New

s Prin

tsO

pening Inventories 619,901,028

631,818,955 A

dd: Purchases during the Year

3,793,047,339 3,266,757,664

4,412,948,367 3,898,576,619

Less: Closing Inventories

573,865,091 619,901,028

3,839,083,276 3,278,675,591

Sch

edu

le 19O

PE

RA

TIN

G E

XP

EN

SE

SC

onsumption of S

tores and Spares

587,046,859 514,905,721

Printing Job W

ork Expenses

109,959,802 172,183,645

New

s Collection E

xpenses159,041,008

210,023,380 B

inding Expenses

32,016,227 26,448,405

Electricity and W

ater Charges

154,613,559 137,350,005

Repairs and M

aintenance - Machinery

109,733,755 86,455,123

License Fees

23,749,449 22,202,846

Tower R

ent20,257,458

22,249,195 R

oyalty68,383,705

91,335,155 P

ortal and wireless E

xpenses11,580,351

7,304,351 O

ther Operating E

xpenses42,980,392

28,253,530 1,319,362,565

1,318,711,356

Sch

edu

le 20P

ER

SO

NN

EL

EX

PE

NS

ES

S

alaries, Wages and B

onus1,684,892,118

1,206,784,624 C

ontribution to Provident F

und and Other F

unds91,245,583

63,096,396 W

orkmen and S

taff Welfare E

xpenses69,500,665

48,230,992 1,845,638,366

1,318,112,012

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 60

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OR

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G PA

RT

OF

TH

E C

ON

SO

LID

AT

ED

PR

OF

IT A

ND

LO

SS

AC

CO

UN

T F

OR

TH

EY

EA

R E

ND

ED

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees)

Fo

r the Y

ear En

ded

Fo

r the Y

ear En

ded

M

arch 31, 2011

March

31, 2010

Sch

edu

le 21G

EN

ER

AL

AN

D A

DM

INIS

TR

AT

IVE

EX

PE

NS

ES

Electricity

50,159,413 43,375,326

Rent

96,810,134 78,384,701

Rates and Taxes

3,374,104 2,944,211

Insurance7,972,532

6,638,974 R

epair and Maintenance

- B

uilding6,213,960

8,967,412 -

Others

25,724,776 21,707,960

Legal and Professional C

harges115,550,154

70,912,003 P

ostage and Telegram8,600,929

7,186,228 C

omm

unication37,048,176

31,332,776 P

rinting and Stationery

25,747,992 19,202,926

Traveling 107,223,089

62,630,384 C

onveyance 6,796,110

5,869,889 V

ehicle Running and M

aintenance7,409,554

8,785,413 A

uditors Rem

uneration9,103,400

8,293,100 Loss on S

ale of fixed assets (Net)

1,801,825 3,460,203

Bad D

ebts written off

5,887,079 21,835,752

Less: Out of the P

rovision of earlier years(2,475,941)

3,411,138

Fixed assets w

ritten Off

- 728,332

Provision for dim

inution in value of Investments

45,000,000 45,000,000

Provision for doubtful debts

61,143,778 45,584,144

Provision for doubtful advances (including for C

apital advances)60,679,338

- M

iscellaneous Expenses

102,121,301 72,856,124

781,891,703 565,695,858

Sch

edu

le 22S

EL

LIN

G A

ND

DIS

TR

IBU

TIO

N E

XP

EN

SE

S

Advertisem

ent and Publicity

125,213,772 129,779,890

Distribution E

xpenses212,816,228

228,113,715 B

usiness Prom

otion149,844,277

122,831,310 S

urvey Expenses

187,840,323 120,113,924

675,714,600 600,838,839

Sch

edu

le 23O

TH

ER

INC

OM

E

Interest Income from

-B

ank Deposits (Tax deducted at source R

s. 8,578,017)86,750,399

32,595,249 (P

revious Year Rs. 3,452,542)

-O

ther Sundry deposits (Tax deducted at source R

s. 407,247)4,173,337

5,728,581 (P

revious Year Rs. 826,405)

-Intercorporate D

eposits (Tax deducted at source Rs. 5,083,844)

50,838,444 73,199,583

(Previous Year R

s. 11,029,073)141,762,180

111,523,413

Sch

edu

le 24F

INA

NC

IAL

EX

PE

NS

ES

Interest Expenses

-O

n Term Loans

79,492,865 257,150,248

-O

n Banks

23,033,206 17,279,862

-O

n Others

30,812,943 68,065,461

Exchange (G

ain) / Loss on Buyers' C

redit from B

anks (Net)

397,490 (39,711,687)

Bank C

harges19,292,075

54,135,082 153,028,579

356,918,966

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 61

62

CO

NS

OL

IDA

TE

D C

AS

H F

LO

W S

TAT

EM

EN

T F

OR

TH

E Y

EA

R E

ND

ED

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees)

Fo

r the Y

ear En

ded

Fo

r the Y

ear En

ded

M

arch 31, 2011

March

31, 2010

A.C

AS

H F

LO

W F

RO

M O

PE

RA

TIN

G A

CT

IVIT

IES

Profit before Taxation

3,587,038,760 2,805,666,967

Ad

justm

ent fo

r :Loss on sale of fixed assets (net)

1,801,825 3,460,203

Interest expense (net)(8,423,166)

245,395,553 D

epreciation / amortization

432,844,418 378,349,362

Miscellaneous E

xpenditure Written off

15,869,677 43,721,667

Provision for D

oubtful Loans and Advances

60,679,338 -

Provision for D

iminution in V

alue of Investments

45,000,000 45,000,000

Bad D

ebts Written O

ff3,411,138

21,835,752 P

rovision Written B

ack-

(6,448,217)P

rovision for Doubtful D

ebts61,143,778

45,584,144 U

nrealised Exchange R

ate Fluctuation

8,407,005 (11,191,950)

Op

erating

pro

fit befo

re wo

rking

capital ch

ang

es4,207,772,773

3,571,373,481 In

crease / Decrease in

Wo

rking

Cap

ital(Increase) in Inventories

(6,417,738)(10,796,437)

(Increase) in Sundry D

ebtors(531,058,266)

(227,945,383)D

ecrease/ (Increase) in Loans and Advances

(31,526,213)26,570,558

Increase in Current Liabilities

3,302,942 13,530,815

Increase in Provisions

9,733,009 359,145

Cash

gen

erated fro

m o

peratio

ns

3,651,806,507 3,373,092,179

Direct Taxes paid

(910,630,090)(1,013,322,482)

NE

T C

AS

H F

RO

M O

PE

RA

TIN

G A

CT

IVIT

IES

(A)

2,741,176,417 2,359,769,697

B

CA

SH

FL

OW

FR

OM

INV

ES

TIN

G A

CT

IVIT

IES

Purchase of F

ixed Assets

(1,433,099,453)(603,440,989)

Proceeds from

Sale of F

ixed Assets

9,863,167 6,948,483

Purchase of Investm

ents(22,800,000)

(70,000,000)S

ale of Investments

20,000,000 57,500,000

Interest received141,762,180

111,132,138 F

ixed Deposit w

ith maturity period m

ore than three months P

laced-

(1,372,926,739)F

ixed Deposit w

ith maturity period m

ore than three months R

eceived702,832,626

-

NE

T C

AS

H (U

SE

D IN

) INV

ES

TIN

G A

CT

IVIT

IES

(B)

(581,441,480)(1,870,787,107)

C

CA

SH

FL

OW

FR

OM

FIN

AN

CIN

G A

CT

IVIT

IES

Loan Taken - Secured

14,279,058 286,963,420

Repaym

ent of Loan - Secured

(898,851,552)(2,577,054,293)

Loan Taken - Unsecured

49,340,503 22,062,844

Dividend P

aid(589,854,863)

(220,530,758)D

ividend Distribution tax

(97,990,181)(37,479,202)

Interest Paid

(133,755,648)(396,343,454)

Shares Issue E

xpenses-

(155,206,620)P

roceeds from issuance of shares

4,479,624 -

Proceeds from

issuance of shares -

2,690,065,000

NE

T C

AS

H (U

SE

D IN

) FIN

AN

CIN

G A

CT

IVIT

IES

(C)

(1,652,353,059)(387,523,063)

Net In

crease in C

ash an

d C

ash E

qu

ivalents

(A)+(B

)+(C)

507,381,878 101,459,527

Cash and C

ash Equivalents at the beginning of the Year

464,590,005 363,130,478

Cash and C

ash Equivalents at the end of the Year

971,971,883 464,590,005

Net In

crease in C

ash an

d C

ash E

qu

ivalents

507,381,878 101,459,527

Fo

r Details o

f Co

mp

on

ents o

f Cash

and

Cash

Eq

uivalen

ts - Refer S

ched

ule - 11

Closing B

alance1,730,959,004

1,926,409,752 Less: F

ixed Deposit w

ith maturity period of m

ore than three months

758,987,121 1,461,819,747

(Refer N

ote 15 of Schedule 25)

Net C

ash an

d C

ash E

qu

ivalents at th

e end

of th

e year (As p

er no

tified A

S- 3)

971,971,883 464,590,005

Refer N

ote 6Aof S

chedule 25 for details of equity shares issued on account of scheme of dem

ergerA

s per our Report of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or G

up

ta Navin

K. &

Co

.F

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WF

irm reg

istration

nu

mb

er: 06263CD

.B. C

orp

Lim

itedC

hartered

Acco

un

tants

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Man

agin

g D

irector

Directo

rP

artner

Partn

erM

embership N

o. 36656M

embership N

o. 75030

Mum

baiM

ay 18, 2011C

om

pany S

ecretary

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 62

63

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RM

ING

PAR

T OF TH

E C

ON

SO

LIDA

TED

AC

CO

UN

TS A

S A

T AN

D FO

R TH

E Y

EA

R E

ND

ED

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees)

SC

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25C

ON

SO

LID

AT

ED

NO

TE

S TO

AC

CO

UN

TS

1.N

ature of Operations

D.B

. Corp Lim

ited ('the Com

pany') and its subsidiaries Synergy

Media E

ntertainment Lim

ited ("SM

EL") and I M

edia Corp Lim

ited("IM

CL") (together referred as "the G

roup") are mainly in the

business of

publishing of

newspapers,

Radio

broadcasting,E

vent Managem

ent and Internet. The major brands are 'D

ainikB

haskar' and 'Business B

haskar' (Hindi dailies), 'D

ivya Bhaskar'

and 'Saurashtra S

amachar' (G

ujarati dailies), 'DN

AE

nglish',(E

nglish daily) and monthly m

agazines such as 'Aha Zindagi'

and 'Bal B

haskar', etc. The Com

pany is also involved in the busi-ness of radio broadcasting w

ith the brand "My FM

", which is cur-

rently on

air in

17 cities.

SM

EL

is involved

in the

Event

Managem

ent Business. IM

CL

is involved in the internet busi-ness. The G

roup derives revenue mainly from

the sale of publi-cations and advertisem

ents published in those publications andaired on radio. The G

roup is also in the business of event man-

agement and w

ind energy.

2.B

asis of Consolidation

The consolidated financial statements ("C

FS") are related to the

Com

pany and

its subsidiary

companies

namely

SM

EL

andIM

CL.

a)B

asis of Accounting:

The CFS

has been prepared in accordance with A

ccountingStandard 21 (A

S 21) - "C

onsolidated Financial Statements" noti-

fied by

Com

panies (A

ccounting Standard)

Rules,

2006 (as

amended).

The subsidiaries considered in the preparation of the CFS

andthe shareholding of the C

ompany in these com

panies is as follow

s:

b)P

rinciples of consolidation:The C

FS has been prepared using uniform

accounting policies and on the follow

ing basis:i)

The financial statements of the C

ompany and its sub-

sidiary companies have been com

bined on a line to line basis by adding together like item

s of assets, liab

ilities

, incom

e and expenses. The intra group balances and intra group transactions and unrealized profits or losses have been fully elim

inated unless cost cannot be recovered. ii)

The excess of the cost to the Com

pany of its investment in

a subsidiary over the Com

pany's portion of equity of the

subsidiary, at the date on which the investm

ent in the subsidiary is m

ade, is accounted as goodwill; w

hen the cost to the C

ompany of its investm

ent in the subsidiary is less than the C

ompany's portion of equity of the subsidiary, at the

date on which investm

ent in the subsidiary is made, the dif

ference is accounted as capital reserve.iii)

Minority

interest in

the net

assets of

consolidated susidiaries consists of the am

ount of equity attributable to the m

inority shareholders at the date on which investm

entsare m

ade by the Com

pany in the subsidiary companies

and further movem

ents in their share in the equity subsequent to the date of investm

ents as stated above.c)

The CFS

are based, in so far as they are related to amounts

included in respect of subsidiaries, on the audited financialstatem

ents prepared for consolidation in accordance with the

requirements of notified A

S 21 by each of the included entities.

3.S

ignificant Accounting P

oliciesa)

Basis of P

reparationThe C

FS has been prepared to com

ply in all material respects

with

the A

ccounting S

tandards notified

by C

ompanies

(Accounting Standards) R

ules, 2006, (as amended) and the rel-

evant provisions of the Com

panies Act, 1956. The C

FS has

been prepared under the historical cost convention on an accru-al basis. The accounting policies have been consistently appliedby the G

roup and are consistent with those used in the previous

year.

b)U

se of Estim

ates The preparation of C

FS in conform

ity with generally accepted

accounting principles requires managem

ent to make estim

atesand assum

ptions that affect the reported amounts of assets and

liabilities and disclosure of contingent liabilities at the date of theC

FS and the results of operations during the reporting period.

Although these estim

ates are based upon managem

ent's bestknow

ledge of current events and actions, actual results coulddiffer from

these estimates.

c)Fixed A

ssetsFixed assets are stated at cost, less the accum

ulated deprecia-tion/am

ortization and impairm

ent losses, if any. Cost com

prisesthe purchase price and any attributable cost of bringing theasset to its w

orking condition for its intended use. Borrow

ingcosts relating to acquisition of fixed assets w

hich takes substan-tial period of tim

e to get ready for its intended use are alsoincluded to the extent they relate to the period till such assetsare ready to be put to use.E

xchange differences, in respect of accounting periods com-

mencing on or after D

ecember 7, 2006, arising on reporting of

long-term foreign currency m

onetary items at rates different from

those at which they w

ere initially recorded during the year, orreported in previous financial statem

ents, in so far as they relateto the acquisition of a depreciable fixed asset, are added to ordeducted from

the cost of the asset and are depreciated overthe balance life of the asset.

Percentage of O

wnership

interest as at March 31, 2011

56.82%

55%

Country of

Incorporation

India

India

Nam

e of S

ub

sidiary

Co

mpan

ies:

Synergy M

edia E

ntertainment Lim

itedI M

edia Corp Lim

ited

Sr.

No

1.2.

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64

d)D

epreciationD

epreciation is provided using the Straight Line Method at the

rates computed based on the estim

ated useful life of the assetsas estim

ated by the managem

ent, which are equal to the corre-

sponding rates prescribed in Schedule X

IV to the C

ompanies

Act, 1956.

Leasehold Improvem

ents are amortized on a straight line basis

over the shorter of the estimated useful life of the asset or the

lease term w

hich is 10 years.A

ssets individually costing below R

s.5,000 are fully depreciatedin the year of its acquisition.

e)IntangiblesG

oodwill

Goodw

ill is amortized on a straight-line basis over a period of

five years.G

oodwill on consolidation is am

ortized on a straight line basisover a period of five years.

One tim

e Entry Fees

One tim

e Entry fees represent am

ount paid for acquiring licens-es for new

radio stations and is amortized on a straight line basis

over a period of ten years i.e. period of Grant of P

ermission

Agreem

ent entered

into w

ith M

inistry of

Information

andB

roadcasting for each station, comm

encing from the date on

which the radio station becom

es operational.

Com

puter Softw

areC

omputer

Softw

are, being

the cost

of E

RP

License and

Installation, is amortised on a straight-line basis over a period of

five years.

f)E

xpenditure on new projects

Capital W

ork-in-Progress:

Expenditure

directly relating

to construction

activity is

capitalized.

Pre-operative E

xpenditure:Indirect expenditure incurred during construction period is capi-talized under the respective asset-head as part of the indirectconstruction cost, to the extent to w

hich the expenditure is indi-rectly

related to

the asset-head.

Other

indirect expenditure

incurred during the construction period, which is not related to

the construction activity or which is not incidental thereto is w

rit-ten off in the profit and loss account.Incom

e earned during the construction period and income from

trial runs is deducted from preoperative expenditure pending

allocation.

g) Impairm

ent of Assets

The carrying amounts of assets are review

ed at each balancesheet date if there is any indication of im

pairment based on

internal/external factors. An im

pairment loss is recognized w

her-ever the carrying am

ount of an asset exceeds its recoverableam

ount. The recoverable amount is the greater of the assets net

selling price and value in use. In assessing value in use, the esti-

mated future cash flow

s are discounted to their present valueusing a pre-tax discount rate that reflects current m

arket assess-m

ents of the time value of m

oney and risks specific to the asset.

h)Investm

entsInvestm

ents that are readily realisable and intended to be heldfor not m

ore than a year are classified as current investments.

All other investm

ents are classified as long-term investm

ents.C

urrent investments are carried at low

er of cost and fair valuedeterm

ined on an individual investment basis. Long-term

invest-m

ents are carried at cost. How

ever, provision for diminution in

value, if any, is made to recognise a decline other than tem

po-rary in the value of the investm

ents.

i)LeasesW

here the Com

pany is the lesseeLeases, w

here the lessor effectively retains substantially all therisks and benefits of ow

nership of the leased items are classified

as operating leases. Operating lease paym

ents are recognizedas an expense in the profit and loss account on a straight-linebasis over the lease term

.

j)InventoriesInventories are valued as follow

s:

Net realizable value is the estim

ated selling price in the ordinarycourse of business, less estim

ated costs of completion and esti-

mated costs necessary to m

ake the sale.

k)R

evenue Recognition

Revenue is recognized to the extent that it is probable that the

economic benefits w

ill flow to the G

roup and the revenue can bereliably m

easured. Specifically, the following bases are adopted:

Advertisem

entsR

evenue is recognized as and when advertisem

ent is published/displayed

/aired and

is disclosed

net of

discounts and

service tax.

Sale of N

ewspaper, M

agazine, Waste P

aper and Scrap

Revenue is recognized w

hen the significant risks and rewards of

ownership have passed on to the buyer and is disclosed net of

sales return and discounts.

Printing Job W

orkR

evenue from printing job w

ork is recognized on the completion

of job work as per term

s of the agreement w

ith the customer.

Revenue from

Sales P

ortal and SM

SR

evenue is recognised as and when the related services are

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ed)

Raw

materials- N

ews P

rintand S

tores and Spares

Ma

ga

zine

a

nd

G

ifts /

Prom

otional Products

Lower of cost and net realizable value. H

owever,

material and other item

s held for use in the pro-duction of inventories are not w

ritten down below

cost if the finished products in which they w

ill beincorporated are expected to be sold at or abovecost. C

ost is determined on a w

eighted averagebasis.

Lower of cost and net

realizable value.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 64

65

rendered as per the terms of agreem

ent and are disclosed netof discounts.

Sale of pow

erR

evenue from sale of pow

er generated in the Wind E

nergy Unit

of the Com

pany is accounted on the basis of supply made to

Madhya P

radesh Paschim

Kshetra V.V. C

o. Limited, as per the

agreement.

Event

Revenue is recognized once the related event is organized and

completed.

InterestR

evenue is recognized on a time proportion basis taking into

account the amount outstanding and the rate applicable.

Dividend Incom

eR

evenue is recognized when the shareholders' right to receive

the payment is established by the B

alance sheet date.

l)Foreign currency transactionsInitial recognitionForeign currency transactions are recorded in Indian R

upees byapplying to the foreign currency am

ount, the exchange ratebetw

een the Indian Rupee and the foreign currency prevailing at

the date of the transaction.

Conversion

Foreign currency monetary item

s are reported using the closingrate. N

on-monetary item

s which are carried in term

s of historicalcost denom

inated in a foreign currency are reported using theexchange rate at the date of the transaction; and non-m

onetaryitem

s which are carried at fair value or other sim

ilar valuationdenom

inated in

a foreign

currency are

reported using

theexchange rates that existed w

hen the values were determ

ined.

Exchange differences

Exchange differences, in respect of accounting periods com

-m

encing on or after Decem

ber 7, 2006, arising on reporting oflong-term

foreign currency monetary item

s at rates differentfrom

those at which they w

ere initially recorded during the year,or reported in previous financial statem

ents, in so far as theyrelate to the acquisition of a depreciable fixed assets, areadded to or deducted from

the cost of the assets and depreci-ated over the balance life of the assets.E

xchange differences arising on the settlement of m

onetaryitem

not covered above, or on reporting such monetary item

sat rates different from

those at which they w

ere initially recov-ered during the year, or reported in previous financial state-m

ents, are recognized as income or as expense in the year in

which they arise.

Forward exchange contracts not intended for trading or

speculation purposesT

he premium

or discount arising at the inception of forward

exchange contracts is amortised as an expense or incom

eover the life of the contract. E

xchange differences on such con-

tracts are recognised in the statement of profit and loss in the

year in which the exchange rates change. A

ny profit or lossarising on cancellation or renew

al of forward exchange con-

tract is recognised as income or as expense for the year.

m) R

etirement and other E

mployee B

enefitsR

etirement benefits in the form

of Provident F

und are a definedcontribution schem

e and the contributions are charged to theprofit and loss account of the year w

hen the contributions to therespective funds are due. T

here are no other obligations otherthan the contribution payable to the respective funds. G

ratuity liability is a defined benefit obligation and is providedfor on the basis of an actuarial valuation done as per projectedunit credit m

ethod, carried out by an independent actuary atthe end of the year. T

he Com

pany makes contributions to a trust adm

inistered andm

anaged by the insurance company to fund the gratuity liabil-

ity. Under this schem

e, the obligation to pay gratuity remains

with the C

ompany, although the insurance com

pany administer

the scheme.

Short term

compensated absences are provided for based on

estimates. Long term

compensated absences are provided

based on actuarial valuation carried out by an independentactuary at the end of the year. T

he actuarial valuation is doneas per projected unit credit m

ethod.A

ctuarial gains/losses are imm

ediately taken to profit and lossaccount and are not deferred.

n)Incom

e TaxesT

ax expense comprises of current and deferred tax. C

urrentincom

e tax is measured at the am

ount expected to be paid tothe tax authorities in accordance w

ith the Income-tax A

ct, 1961enacted in India. D

eferred income taxes reflects the im

pact ofcurrent year tim

ing differences between taxable incom

e andaccounting incom

e for the year and reversal of timing differ-

ences of earlier years.

Deferred tax is m

easured based on the tax rates and the taxlaw

s enacted or substantively enacted at the balance sheetdate. D

eferred tax assets are recognised only to the extent thatthere

is reasonable

certainty that

sufficient future

taxableincom

e will be available against w

hich such deferred tax assetscan be realised. In situations w

here the company has unab-

sorbed depreciation or carry forward tax losses, all deferred tax

assets are recognised only if there is virtual certainty support-ed by convincing evidence that they can be realised againstfuture taxable profits.

At each balance sheet date, unrecognized deferred tax assets

of earlier years are re-assessed and recognized to the extentthat it has becom

e reasonably certain or virtually certain, as thecase m

ay be, that future taxable income w

ill be availableagainst w

hich such deferred tax assets can be realized. The

carrying amount of deferred tax assets are review

ed at eachbalance sheet date. T

he company w

rites-down the carrying

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66

amount of a deferred tax asset to the extent that it is no longer

reasonably certain or virtually certain, as the case may be, that

sufficient future taxable income w

ill be available against which

deferred tax asset can be realized. Any such w

rite down is

reversed to the extent that it becomes reasonably certain or vir-

tually certain, as the case may be, that sufficient future taxable

income w

ill be available.

o)P

rovisionA

provision is recognized when an enterprise has a present

obligation as a result of past event; it is probable that an out-flow

of resources will be required to settle the obligation and in

respect of which a reliable estim

ate can be made. P

rovisionsare not discounted to its present value and are determ

inedbased on best estim

ate required to settle the obligation at thebalance sheet date. T

hese are reviewed at each balance sheet

date and adjusted to reflect the current best estimates.

p)D

eferred Revenue E

xpenditureT

erm loan processing fees incurred for raising loan funds are

amortised equally over the period of the loan.

q)E

arnings Per S

hareB

asic earnings per share are calculated by dividing the netprofit or loss for the year attributable to equity shareholders(after deducting preference dividends and attributable taxes, ifany) by the w

eighted average number of equity shares out-

standing during the year. The w

eighted average number of

equity shares outstanding during the year are adjusted forevents of bonus issue; bonus elem

ent in a rights issue to exist-ing shareholders; share split; and reverse share split (consoli-dation of shares) (if any).F

or the purpose of calculating diluted earnings per share, thenet profit or loss for the year attributable to equity shareholdersand the w

eighted average number of shares outstanding dur-

ing the year are adjusted for the effects of all dilutive potentialequity shares.

r)C

ash and Cash equivalents

Cash and C

ash equivalents in the cash flow statem

ent com-

prise cash at bank and in hand and short term investm

ents with

an original maturity of three m

onths or less.

s)S

egment Inform

ationIdentification of segm

ents T

he Group's operating businesses are organized and m

an-aged separately according to the nature of products and ser-vices provided, w

ith each segment representing a strategic

business unit that offers different products and serves differentm

arkets. There are no geographical reportable segm

ents sincethe G

roup caters to the Indian market only and does not dis-

tinguish any reportable regions within India.

Inter segment Transfers

The G

roup generally accounts for intersegment sales and

transfers as if the sales or transfers were to third parties at cur-

rent market prices.

Allocation of com

mon costs

Com

mon

allocable costs

are allocated

to each

segment

according to the relative contribution of each segment to the

total comm

on costs.

Unallocated item

sIncludes general corporate incom

e and expense items w

hichare not allocated to any business segm

ent.

Segm

ent Policies

The G

roup prepares its segment inform

ation in conformity w

iththe accounting policies adopted for preparing and presentingthe financial statem

ents of the Group as a w

hole.

t) E

mployee S

tock Com

pensation Cost

Measurem

ent and disclosure of the employee share-based

payment plans is done in accordance w

ith the Securities and

Exchange B

oard of India (Em

ployee Stock O

ption Schem

e andE

mployee

Stock

Purchase

Schem

e) G

uidelines 1999

andG

uidance N

ote on

Accounting

for E

mployee

Share-based

Paym

ents, issued by the Institute of Chartered A

ccountants ofIndia. T

he Com

pany measures com

pensation cost relating toem

ployee stock

options using

the intrinsic

value m

ethod.C

ompensation expense is am

ortized over the vesting period ofthe option on a straight line basis.

4. Initial P

ublic Offer

During the previous year, the C

ompany com

pleted an InitialP

ublic Offer (IP

O) of its 18,175,000 E

quity Shares of R

s.10/-each for cash at a price of R

s.210 each for Retail Investors and

Rs. 212 each for other than retail investors. O

ut of total shareslisted, 12,725,000 fresh equity shares w

ere issued by theC

ompany and an offer for sale of 5,450,000 equity shares of

the Com

pany was m

ade by Cliffrose Investm

ents Limited.

The prem

ium of R

s.200 per share for Retail Investors and

Rs.202 each for other than retail investors, am

ounting to totalR

s.2,562,815,000 w

as credited

to S

ecurities P

remium

Account. T

he Share Issue expenses incurred by the C

ompany

amounting to R

s.196,970,762 were debited against S

ecuritiesP

remium

Account.

Pursuant to the P

ublic Issue, shares of the Com

pany were list-

ed on Bom

bay Stock E

xchange and National S

tock Exchange

with effect from

January 6, 2010.

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ed)

The

total IP

O

proceeds received

by the

Com

pany w

ereR

s.2,690,065,000. Follow

ing are the details of utilization of IPO

proceeds till March 31, 2011.

No

te:1)

As per the provisions in the P

rospectus, the managem

ent ofthe C

ompany has the discretion to change the allocation as

well as reschedule the utilization of IP

O proceeds proposed

in the prospectus depending on the business scenario andfunding requirem

ents. Accordingly, the m

anagement has

reallocated the proposed utilization as follows:

a)T

he proceeds

allocated tow

ards S

ales and

marketing

expenses and IPO

expenses and lying unutilized would be

used for setting up publishing units and upgrading the exist-ing plant and m

achinery;b

)T

he proceeds would be utilized for setting up publishing

units as well as upgrading the existing plant and m

achineryat locations / states in addition to the num

ber of locations /states m

entioned in the prospectus.T

he Audit C

omm

ittee as well as the B

oard of Directors of

the Com

pany in the meeting held on M

ay 18, 2011 hasapproved the revised allocation and resultant utilisation ofproceeds of IP

O till M

arch 31, 2011.2)

Pending utilization, as at M

arch 31, 2011, the funds aretem

porarily held in:

Particu

larsA

mo

un

ts

Fixed D

eposit580,000,000

Balance in C

urrent Account

12,738,075To

tal592,738,075

5. G

oo

dw

ill on

Co

nso

lidatio

nT

he excess of the cost to the Com

pany of its investment in

SM

EL

over the Com

pany's portion of equity of SM

EL, at the

date on which the investm

ent was m

ade, was accounted as

goodwill aggregating to R

s.1,444,792. The said goodw

illw

as accounted during the year ended March 31, 2007.

6.S

chem

e of A

rrang

emen

t:A

)D

em

erg

er

of

Ra

dio

d

ivision

o

f S

yne

rgy

Me

dia

En

terta

inm

en

t L

imite

d

(SM

EL

) a

nd

m

erg

er

with

th

eC

ompany

a)T

he C

ompany

along w

ith its

subsidiary S

ynergy M

ediaE

ntertainment Lim

ited had filed the Schem

e of Dem

erger('the S

cheme') w

ith the Hon'ble high C

ourt with Judicature

at Madhya P

radesh ("Madhya P

radesh High C

ourt") andH

on'ble high Court w

ith Judicature at Gujarat ("G

ujarat High

Court") for dem

erger of Radio division of S

ME

Land m

ergerw

ith the Com

pany.

The S

cheme of A

rrangement w

as approved by Madhya

Pradesh H

igh Court and G

ujarat High C

ourt vide their orderdated January 13, 2011 and January 17, 2011 respectively.T

he certified order copy of the Madhya P

radesh High C

ourtand

Gujarat

High

court dated

January 29,

2011 and

February 2, 2011 respectively w

ere filed with the R

egistrarof C

ompanies on F

ebruary 15, 2011 and February 16, 2011

respectively.

As prescribed in the S

cheme, the M

inistry of Information

and B

roadcasting, G

overnment

of India

accorded their

approval vide

letter N

o. 212/30(33)/2006-F

M(V

ol.II)/120dated M

arch 30, 2011.

Accordingly, after the approval by the M

inistry of Information

and B

roadcasting, G

overnment

of India,

the S

cheme

became effective on M

arch 30, 2011 with appointed date

April 1, 2010.

As per the schem

e, with effect from

April 1, 2010, all the

assets and liabilities of the Radio division of S

ME

Las at

March 31, 2010 have been transferred to the C

ompany at

their respective book values.

b)

As per the S

cheme, the C

ompany has issued and allotted

1,732,500 fully paid equity shares of Rs.10 each at par in

the ratio of one equity share of the Com

pany for every tenequity shares of S

ME

Las on record date to the sharehold-

ers of SM

EL.

c)T

he difference

between

the M

inority interest

in the

netassets of R

adio division as at March 31, 2010 and the face

value of equity share capital issued by the Com

pany to theM

inority Shareholders is credited to the G

eneral reserve bythe C

ompany in the C

onsolidated Financial S

tatements for

the year ended March 31, 2011.

d)

As per C

lause 4.8 of the Schem

e, the unabsorbed depreci-ation and accum

ulated tax losses of SM

EL

till March 31,

2010 have been transferred to the Com

pany which has

been set off by the Com

pany while com

puting the Current

Tax provision for the year ended March 31, 2011.

Am

ou

nt to

be

utilized

as per

Pro

spectu

s

600,000,000

Actu

al Utilizatio

n till

March

31, 2011

448,361,906

Balance to be utilized/

(excess utilized) as onM

arch 31, 2011

151,638,094

Particu

lars

Setting

up new

publishing units

305,000,000392,122,896

(87,122,896)U

pgradingexisting plantand m

achinery

501,000,0003,804,070

497,195,930S

ales and m

arketing

41,460,00041,460,000

-R

educing work-

ing capital loans

1,100,000,0001,100,000,000

-P

repaying exist-ing term

loans

142,605,000111,578,053

31,026,947Issue E

xpensespaid out of IP

OP

roceeds

Total

2,690,065,0002,097,326,925

592,738,075

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Follow

ing table summ

arizes the major changes arising due

to the

scheme

referred above

and their

impact

on the

Consolidated P

rofit after Tax:

B)

Dem

erger o

f Intern

et divisio

n o

f Ind

iainfo

.com

:a)

As per the S

cheme of A

rrangement relating to take over of

the Internet Division of Indiainfo.com

Limited, the C

ompany

had to issue 25 (twenty five) fully paid equity shares of R

s.10 each and 10 (Ten) fully paid preference shares of R

s.10,000 each to the equity shareholders of Indiainfo.comLim

ited on the effective date i.e. July 31, 2007. Out of these

shares, 4 equity shares and 1 preference share were allot-

ted and

the balance

was

to be

allotted subsequent

toobtaining the F

oreign Investment P

romotion B

oard (FIP

B)

approval. How

ever subsequent to the filing of the scheme

with the H

igh Courts, the R

eserve Bank of India issued a

press release which restricts issue of non-convertible secu-

rities to

non-resident shareholders

in par

with

External

Com

mercial B

orrowings (E

CB

). Accordingly, as a m

atter ofabundant precaution and to avoid any am

biguity it was con-

sidered appropriate to modify the form

and terms of consid-

era

tion

p

ursu

an

t to

cla

use

1

4

of

the

sch

em

e

of

Arrangem

ent. Accordingly it w

as decided by the Board of

Directors in its m

eeting dated October 25, 2007, to issue

180 equity shares of Rs.10 each in lieu of 9 preference

shares at a total value of Rs. 90,000. F

urther the Com

panydeclared bonus shares during the year ended M

arch 31,2008. T

he shares to be issued (including bonus shares)am

ounting to Rs.106,590 w

ere shown under S

hare sus-pense

account for

the year

ended M

arch 31,

2008.S

ubsequently, the Com

pany has issued all the balance1,839 equity shares on June 7, 2008 and the securities pre-m

ium am

ounting to Rs.88,200 on 180 equity shares issued

in lieu of 9 preference shares is shown under securities pre-

mium

account. b

) T

he Com

pany has been legally advised that it shall be ableto set off the unabsorbed losses of Internet D

ivision ofIn

dia

info

.com

L

imite

d

ag

ain

st its

taxa

ble

in

com

e.

Accordingly, the C

ompany has considered and adjusted the

unabsorbed tax

losses and

unabsorbed depreciation

oferstw

hile Internet Division of Indiainfo.com

Limited in its tax-

able income for the year ended M

arch 31, 2007, as permis-

sible under the relevant provisions of Income Tax A

ct, 1961.

The m

anagement is confident that all the conditions stipu-

lated under Section 72A

of the Income Tax A

ct, 1961 shallbe fulfilled w

ithin stipulated time period.

7. Min

ority In

terestP

ursuant to scheme of arrangem

ent between S

ME

Land

the Com

pany the amount payable to m

inority has changedfrom

Rs. 44,386,825 to R

s. 3,791,742.The m

ovement is as

below:

8.(a) R

elated P

arties Disclo

sure

Related

party disclosures,

as required

by A

ccountingS

tandard 18 - "Related P

arty Disclosures" notified by the

Com

panies (A

ccounting S

tandards) R

ules, 2006,

(asam

ended) are given below:

Particu

larsR

elated P

artyK

ey Managem

ent Personnel

- S

hri Sudhir A

garwal,

Managing D

irector -

Shri G

irish Agarw

al, D

irector

- S

hri Ram

esh Chandra A

garwal

- S

mt. K

asturi Devi A

garwal

- S

hri Paw

an Agarw

al-

Sm

t. Jyoti Sudhir A

garwal

- S

mt. N

amita G

irish Agarw

al -

Sm

t. Nikita P

awan A

garwal

- A

ll Season E

vents (P) Lim

ited-

D B

Partners E

nterprises P

rivate Limited

- W

riters and Publishers P

rivate Limited

-B

haskar Phototype S

etter - Bhopal*

-B

haskar Printing

Press - R

ajasthan-

Bhaskar P

rinting Press - M

PC

G-

Bhaskar P

rinting Press - C

PH

2-

Bhaskar P

rinting Press - G

ujarat-

RC

Phototype S

etter - Raipur*

- R

.C. P

rinter - Raipur

- B

haskar Publication and A

llied Industries P

rivate Limited

- N

ew E

ra Publications P

rivate Limited

- B

haskar Infrastructure Limited

- B

haskar Industries Limited

- B

haskar Multinet Lim

ited-

Bhaskar E

xxoil Private Lim

ited-

Diligent M

edia Corporation Lim

ited-

Direct (O

OH

) Media P

rivate Limited

- S

titex Global Lim

ited-

Divya P

rabhat Publications P

rivate Limited

-B

haskar Venkatesh P

roducts Private Lim

ited-

Sharda S

olvent Limited

- D

B M

alls Private Lim

ited.-

Bhaskar S

amachar S

eva-

Jaipur Printing P

ress *-

Bikaner P

rinting Press*

- Jaipur P

hototype Setter*

- A

jmer P

rinting House*

- U

daipur Printing P

ress*-

New

Jodhpur Printer*

- N

ew K

ota Printers*

- B

haskar Process H

ouse*-

India Interactive Technologies Limited

- D

B P

ublication Private Lim

ited-

Abhivyakti K

ala Kendra

- B

haskar Food P

rivate Limited

* Up to M

arch 31, 2010

Particu

larsA

mo

un

tP

rofit After Tax as reported

2,584,761,601Less:- Im

pact on current and deferred tax on account of unabsorbed depreciation and accum

ulated tax losses of S

ME

Ltill M

arch 31, 2010 in accordance w

ith the Schem

e268,728,360

Add:-

Reduction in share of m

inority interest in the losses of radio business

46,977,668P

rofit After Tax w

ithout considering the impact

of above adjustments arising due to the schem

e.2,363,010,909

Particu

larsA

mo

un

tB

alance as at April 1, 2010

44,386,825Less:- R

eduction pursuant to scheme

(43,185,928)of arrangem

ent A

dd:- Share of profit for current year

2,590,845B

alance as at March 31, 2011

3,791,742

Relatives of key m

anagement

personnel

Enterprises ow

ned or significantly influenced by K

ey managem

ent personnel or their relatives

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 68

69

SC

HE

DU

LE

AN

NE

XE

D TO

AN

D F

OR

MIN

G PA

RT

OF

TH

E C

ON

SO

LID

AT

ED

AC

CO

UN

TS

AS

AT

AN

D F

OR

TH

E Y

EA

R E

ND

ED

ON

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees)

8. (b)

Details o

f transactio

ns w

ith related

parties:

Transactio

ns

Am

ou

nt receivab

le (payable)

Year en

ded

A

s at

March

31, 2011M

arch 31, 2010

March

31, 2011M

arch 31, 2010

Ad

vertisemen

t Inco

me

Writers and P

ublishers Private Lim

ited18,006,363

41,861,638 1,113,197

6,922,547 A

bhivyakti Kala K

endra-

9,194,275 -

- B

haskar Industries Limited

159,162 2,313,160

32,932 14,816

Bhaskar M

ultinet Limited

78,853 510,322

7,639 24,968

Sharda S

olvent Limited

12,901 8,344,170

- 9,720

Bhaskar E

xxoil Private Lim

ited21,996

7,477,988 -

- B

haskar Food P

rivate Limited

- 7,426,028

- -

D B

Malls P

rivate Limited

120,516 25,639,495

98,960 662,922

Bhaskar V

enkatesh Products P

rivate Limited

1,748,641 -

1,348,641 -

Sale o

f Mag

zine

Bhaskar P

ublication and Allied Industries P

rivate Limited

342,686 405,213

223,207 171,744

Sale o

f New

spaper

Bhaskar P

ublication and Allied Industries P

rivate Limited

7,789,674 8,366,520

7,299,995 -

Sale o

f Po

rtal and

SM

SD

iligent Media C

orporation Limited

6,070,248 2,360,479

1,248,013 1,178,358

Po

rtal Exp

enses

Diligent M

edia Corporation Lim

ited-

980,000 -

- India Interactive Technologies Lim

ited-

133,902 -

-

Prin

ting

Job

Ch

arges

Bhaskar P

ublication and Allied Industries P

rivate Limited

3,976,509 4,262,153

280,445 -

Salaries, W

ages an

d B

on

us

Shri S

udhir Agarw

al, Managing D

irector 3,600,000

3,600,000 -

(7,441,123)

Ren

t Inco

me

Bhaskar P

ublication and Allied Industries P

rivate Limited

1,020,000 -

- -

Ren

t Paid

Writers and P

ublishers Private Lim

ited28,679,176

19,203,211 -

- B

haskar Industries Limited

144,000 159,997

- (89,109)

Bhaskar P

ublication and Allied Industries P

rivate Limited

100,000 100,000

- -

Bhaskar Infrastructure Lim

ited3,829,260

4,055,761 -

- R

.C. P

rinter, Raipur

1,654,500 1,816,320

- -

Shri G

irish Agarw

al, Director

100,000 100,000

- (176,907)

New

s Co

llection

Exp

enses

Bhaskar S

amachar S

eva37,648,538

69,716,165 (12,731,331)

(10,429,064)D

iligent Media C

orporation Limited

1,886,478 1,572,792

(650,422)(1,867,580)

Prin

ting

Job

Wo

rk Exp

ense

M P

Printer (a unit of W

riters and Publishers P

rivate Limited)

48,891,299 52,499,220

(4,780,453)(12,741,845)

Diligent M

edia Corporation Lim

ited7,489,292

7,659,526 (173,948)

(1,342,631)B

haskar Printing P

ress Rajasthan

6,734,372 32,783,800

(3,445,339)(5,920,767)

Bhaskar P

rinting Press M

PC

G13,582,184

12,145,451 (3,450,417)

(8,359,576)B

haskar Printing P

ress CP

H2

5,863,675 6,719,342

(338,542)(556,362)

Bhaskar P

rinting Press G

ujarat11,326,685

13,671,085 (3,305,883)

(3,123,127)R

.C. P

rinter, Raipur

685,833 4,616,373

(223,493)(293,023)

Ro

yalty D

iligent Media C

orporation Limited

3,970,979 2,550,000

- (144,310)

Ad

vertisemen

t and

Pu

blicity E

xpen

sesB

haskar Multinet Lim

ited-

641,952 -

(462,295)A

bhivyakti Kala K

endra720,000

- -

- M

PP

rinter (a unit of Writers and P

ublishers Private Lim

ited)4,902,095

- -

-

Interest In

com

e from

Dep

osits

Writers and P

ublishers Private Lim

ited33,264,382

57,383,219 513,770

860,611 B

haskar Multinet Lim

ited20,132,499

18,116,322 6,847,886

4,545,294

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 69

70

SC

HE

DU

LE

AN

NE

XE

D TO

AN

D F

OR

MIN

G PA

RT

OF

TH

E C

ON

SO

LID

AT

ED

AC

CO

UN

TS

AS

AT

AN

D F

OR

TH

E Y

EA

R E

ND

ED

ON

MA

RC

H 31, 2011

(Am

ou

nts in

Ind

ian R

up

ees)

8. (b)

Details o

f transactio

ns w

ith related

parties:

Transactio

ns

Am

ou

nt receivab

le (payable)

Year en

ded

A

s at

March

31, 2011M

arch 31, 2010

March

31, 2011M

arch 31, 2010

Sale o

f Fixed

Assets

Bhaskar P

ublication and Allied Industries P

rivate Limited

5,625,852 -

5,625,852 -

Pu

rchase o

f Fixed

Assets

Bhaskar P

ublication and Allied Industries P

rivate Limited

18,823 -

- -

Lo

an / A

dvan

ces Given

/ (Repaid

by party)

Bhaskar M

ultinet Limited

15,816,658 13,255,534

170,750,252 155,082,667

Writers and P

ublishers Private Lim

ited(116,666,668)

(116,666,668)204,166,662

320,833,330

Ad

vance received

/ (repaid) fo

r pu

blicatio

n o

f advertisem

ent

Writers and P

ublishers Private Lim

ited-

78,968,141 (54,396,376)

(83,477,055)(204,272,633)

- -

Ad

vances g

iven d

urin

g th

e year for in

vestmen

t in eq

uity sh

aresW

riters and Publishers P

rivate Limited

- 40,000,000

80,000,000 80,000,000

Facto

ring

of R

ecievables / ad

vances

Writers and P

ublishers Private Lim

ited-

6,185,441 -

-

Secu

rity Dep

osit g

iven ag

ainst lease o

f pro

perties

Writers and P

ublishers Private Lim

ited-

- 132,950,000

132,950,000

Secu

rity Dep

osit R

eceivedB

haskar Publication and A

llied Industries Private Lim

ited-

10,000,000 (10,000,000)

(10,000,000)

Sale o

f Investm

ents

Writers and P

ublishers Private Lim

ited-

- 60,000,000

60,000,000 S

hri Sudhir A

garwal, M

anaging Director

- -

- 77,500

Shri G

irish Agarw

al, Director

- -

50,000 50,000

New

s prin

t loan

given

/ (taken)

M P

Printer (a unit of W

riters and Publishers P

rivate Limited)

20,894,894 6,806,277

15,517,265 6,766,924

Diligent M

edia Corporation Lim

ited21,279,228

19,558,103 1,220,197

5,911 D

ivya Prabhat P

ublications Private Lim

ited113,129

1,348,102 -

2,615,694 B

haskar Publication and A

llied Industries Private Lim

ited(27,879,307)

15,380,846 7,144,565

27,833,360

Balan

ce ou

tstand

ing

at the year en

dM

PP

rinter (a unit of Writers and P

ublishers Private Lim

ited)-

- (2,080,011)

(5,442)D

iligent Media C

orporation Limited

- -

(227,270)(5,274,331)

Bhaskar Industries Lim

ited-

- 1,590,148

- D

B M

alls Private Lim

ited-

- 796,787

- India Interactive Technologies Lim

ited-

- -

(4,059,891)B

haskar Multinet Lim

ited-

- 339,214

(138,622,946)R

.C. P

rinter, Raipur

- -

363,205 456,787

Divya P

rabhat Publications P

rivate Limited

- -

(854,155)(3,944,739)

Writers and P

ublishers Private Lim

ited-

- (11,287,503)

(12,365,745)B

haskar Publication and A

llied Industries Private Lim

ited-

- 72,885,625

(26,305,936)D

irect (OO

H) M

edia Private Lim

ited-

- -

13,236 B

haskar Infrastructure Limited

- -

- 183,678

D B

Publication P

rivate Limited

- -

- 6,618

Abhivyakti K

ala Kendra

- -

- 237,092

Shri P

awan A

garwal, D

irector-

- -

784,774

Note: F

or details of guarantees given by related parties, Refer N

ote 9 of Schedule 25.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 70

71

9.Term

Loans, Cash C

redit facilities, Foreign C

urrency loanand B

uyers Credit facilities consist of:

a)T

he Term

Lo

ans are secu

red b

y:i)

First C

harge on Plant and M

achinery situated at all locations (other than G

ujarat) of the Com

pany;ii)

Second C

harge on all current assets;iii)

Pe

rson

al

Gu

ara

nte

e

of

dire

ctors

ag

gre

ga

ting

to

R

s. 60,000,000 [S

hri Ram

esh Chandra A

garwal]

iv)C

orporate G

uarantees of

Writers

and P

ublishers P

rivate Limited aggregating to

Rs. 480,000,000.

v)ID

BI

Ba

nk:

Exclu

sive

Ch

arg

e

on

th

e

Pla

nt

an

d

Machinery being acquired out of the financial assis-

tance. Second charge on all the fixed assets of the

Com

pany.vi)

IDB

I Bank: F

irst pari passu Charge w

ith other lenders on up gradation P

roject Assets.

Second C

harge on Imm

ovable housing property of W

riters and Publishers P

rivate Limited at various units.

b)

Cash

Cred

it Facilities are secu

red b

y:i)

First charge on the entire current assets and;

ii)S

econd charge on the other movable properties (other

than current assets) of the Com

pany.iii)

Personal

Guarantee

of D

irectors aggregating

to R

s. 71,607,191 [ S

hri Ram

esh Chandra A

garwal, S

hri S

udhir Agarw

al , Shri G

irish Agarw

al , Shri P

awan

Agarw

al ]iv)

Corporate

Guarantees

of W

riters and

Publishers

Private Lim

ited.c) F

oreig

n C

urren

cy Lo

an is secu

red b

y: i)

AG

CO

Finance G

mbH

: First pari passu C

harge with

other lenders on up gradation Project A

ssets.d

)B

uyers C

redit F

acilities are secured

by:

i)S

tandard chartered bank: First C

harge on the current assets of the C

ompany.

ii)H

SB

C

Bank:

First

Pari

passu C

harge over

current assets of the C

ompany.

Second C

harge over Plant and M

achinery of the Com

panyand C

orporate guarantee of Writers and P

ublishers Private

Limited.

10.L

easesR

ental expenses in respect of operating leases are recog-nized as an expense in the profit and loss account, on astraight-line basis over the lease term

.

Op

erating

Lease (fo

r assets taken o

n L

ease)a)

The G

roup has taken various residential, office and godown

premises under operating lease agreem

ents. These are

generally renewable by m

utual consent;b

)Lease paym

ents for the year are R

s. 117,067,592 (P

reviousyear

Rs. 100,633,896)

c)T

he future minim

um lease paym

ents under non-cancellableoperating leases;

�not later than one year is

Rs. 118,798,210 (P

revious yearR

s. 90,837,132)

�later

than one

year but

not later

than five

years is

Rs.5,081,55,199 (P

revious year R

s. 379,293,807).

�later than five years

Rs.

59,302,817 (Previous year

Rs.

80,513,042).d

)T

here are no restrictions imposed in these lease agree-

ments. T

here are escalation clauses in agreement w

ithsom

e parties. There are no sub leases.

11.C

apital C

om

mitm

ents

Estim

ated amount of contracts rem

aining to be executed oncapital

account and

not provided

for R

s.

148,479,849(P

revious year R

s. 138,612,551).

12.C

on

ting

ent L

iabilities n

ot p

rovid

ed fo

r:a)

Guarantees issued by bank on behalf of the C

ompany

Rs.

18,122,375 (Previous year

Rs. 16,392,375).

b)

Corporate

Guarantee

issued by

the C

ompany

of R

s.

450,000,000 in favour of Export D

evelopment C

anada onbehalf of B

haskar Exxoils P

rivate Limited.

c)T

he Indian Perform

ing Rights S

ociety Limited (IP

RS

) hadfiled a suit against S

ME

Lon M

ay 27, 2006 before the High

Court of D

elhi contesting against the refusal by SM

EL

toobtain a license from

the IPR

S w

ith regards to broadcast-ing

/ perform

ing its

copyrighted w

orks. T

he IP

RS

has

prayed for a permanent injunction restraining the R

adioD

ivision from infringing any of the copyrights ow

ned by theIP

RS

as well as for dam

ages in favour of the IPR

S. T

hem

atter is pending before the Hon'ble court, as the court

has reserved the order after hearing to both the parties.T

he managem

ent is confident that the case would be set-

tled in the favor of the Com

pany, however, pending the

result of the suit, as a matter of abundant precaution, the

Co

mpa

ny

ha

s p

rovid

ed

o

n

be

st ju

dg

me

nt

ba

sis`10,579,831 for the year ended M

arch 31, 2011 (Previous

year `12,354,321) tow

ards the royalty payable to IPR

S.

The m

anagement believes that the provision m

ade in thebooks is sufficient to take care of the final liability for royal-ty, if any, w

hich would be confirm

ed only after the result ofthe suit.

d)

Alegal S

uit was filed by S

ME

Lon July 28, 2008 against

Phonographic P

erformance Lim

ited (PP

L) before the Copy

Right B

oard against the exorbitant rates proposed by PP

Lfor grant of com

pulsory licenses. The C

opy Right B

oardpassed the O

rder on August 25, 2010. A

s per the Order,

Particu

larsM

arch 31, 2011

March

31, 2010R

up

ee Term L

oan

s

480,000,000660,000,000

IDB

I Bank

-77,777,758

Rabo India F

inance Private

Limited

-141,515,360

The J&

K B

ank Limited

-96,151,492

Corporation B

ank

Cash

Cred

it Facilities

21,626,44311,329,189

State B

ank of Hyderabad

-48,348,046

State B

ank of Indore

29,985,61262,021,570

Bank of M

aharashtra

USD

28,304,872 equivalentto R

s. 1,264,944,748U

SD 31,572,817 equivalent

to Rs.

1,418,250,923A

GC

O F

inance Gm

bH

US

D 754,498 equivalent

to Rs. 33,718,527

USD

2,495,452 equivalentto R

s. 112,095,712S

tandard Chartered B

ank

US

D 5,625,420 equiva-

lent to Rs. 251,450,010

US

D 7,542,471 equivalent

to Rs. 338,807,784

HS

BC

Bank

Fo

reign

Cu

rrency L

oan

Bu

yers Cred

it Facilities

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 71

72

PP

Lis supposed to get a proportionate am

ount (as per them

usic played) out of the kitty of 2% of the net revenue. T

heC

ompany is accordingly paying to P

PL

since then. T

he Com

pany has asked for a refund of R

s.

4,011,858 fromP

PL

out of the deposit paid to them after adjusting the

amount payable for the period prior to the O

rder, as per therates specified in the O

rder. PP

Lhas been claim

ing theprevious period am

ount at a higher rate. PP

Lhas subse-

quently filed a summ

ary suit in Bom

bay High C

ourt towards

recovery of the said amount. A

t present the matter is pend-

ing before the Bom

bay High C

ourt. The m

anagement is

confident that the case would be settled in the favor of the

Com

pany, however, pending the result of the suit, as a

matter of abundant precaution, the C

ompany has provided

on best judgment basis

Rs.

7,794,055 for the year endedM

arch 31, 2011 (Previous year

Rs.

19,920,360) towards

the royalty payable to PP

L. The m

anagement believes that

the provision made in the books is sufficient to take care of

the final liability for royalty, if any, which w

ould be con-firm

ed only after the result of the suit.

e)T

here are several defamation and other legal cases pend-

ing against the Com

pany and its directors. These include

criminal and civil cases. T

here are certain employee relat-

ed cases also pending against the Com

pany. In view of

large number of cases, it is im

practicable to disclose thedetails of each case.

The estim

ated amount of claim

s against the Com

pany inrespect of these cases is

` 16,835,528 (P

revious year `

12,187,682). T

he estim

ated contingency

in respect

ofsom

e cases cannot be ascertained. Based on discussions

with the solicitors and also the past trend in respect of such

cases, the Com

pany believes that there is fair chance ofdecisions in its favour in respect of above and hence noprovision is considered necessary against the sam

e.

14.R

eceivables from C

ompanies under the sam

e manage

ment as required under C

lause 32 of the listing agreement.

(a) Sundry debtors include the follow

ing amounts receivable

from the com

panies under the same m

anagement:

(b) Loans,

Advances

and D

eposits include

the follow

ingam

ounts receivable from the com

panies under the same

managem

ent:

No

te:In case of advances given to W

riters and Publishers P

rivateLim

ited, the amount is repayable over a period of three

years. In all other cases, the amounts are repayable on

demand.

15.F

ixed D

epo

sitsC

ash and Bank includes F

ixed Deposits having m

aturityp

erio

d

of

mo

re

tha

n

thre

e

mo

nth

s a

mo

un

ting

Rs.758,987,121 (P

revious year Rs.1,461,819,747).

16. Investm

ent in

Private Treaties

The G

roup has strategically entered into arrangements w

ithvarious parties by investing in the securities of these par-ties. B

y these arrangements, the said parties w

ould alsooffer their advertisem

ents in the Group's print and non print

media periodically, for a specified term

. Up to M

arch 31,2011,

the G

roup has

made

provision of

Rs.97,500,000

(Previous

year R

s.52,500,000) in

respect of

diminution,

which is other than tem

porary, in the value of these invest-m

ents. The m

anagement w

ill evaluate the value of these

13.D

erivative Instru

men

tsP

articulars of unhedged foreign currency exposure as at thebalance sheet date:

Particu

lars

Sundry C

reditors

Sundry C

reditors

1,057,623

-

Am

ount inforeign

currency

Am

ount inR

s.

46,378,006

-

Am

ount inforeign

currency3,039,710

45,700

Am

ou

nt in

R

s.

136,543,772

2,767,444

March

31, 2011M

arch 31, 2010

Curr

ency

US

D

EU

R

754,49833,718,527

2,495,452112,095,712

US

DS

tandard Chartered

Bank B

uyers Credit

5,625,420251, 450, 010

7,542,471338,807,784

28,304,8721,264,944,748

31,572,8171,418,250,923

US

D

US

D

HS

BC

Bank B

uyersC

redit

AG

CO

Finance Gm

bH

--

1,84782,967

US

DS

undry Debtors

Nam

e of th

e Co

mpan

yC

losin

g b

alance

Maxim

um

amo

un

t ou

tstanding during the year

March

31 M

arch 31

March

31 M

arch 31

2011 2010

20112010

Bhaskar Industries Lim

ited32,932

14,81641,154

2,030,181B

haskar Multinet Lim

ited7,639

338,18945,699

1,016,709B

haskar Exxoil P

rivate Limited

--

21,9967,477,988

Bhaskar V

enktesh Products

1,348,641 -

1,348,641-

Private Lim

itedD

ivya Prabhat P

ublication -

--

1,758,158P

rivate Limited

Sharda S

olvent Limited

-9,720

21,0858,325,788

DB

Malls P

rivate Limited

98,960662,922

729,35423,439,331

Abhivyakti K

ala Kendra

--

-21,622,608

Diligent M

edia Corporation Lim

ited1,248,013

2,292,5281,248,013

2,804,541W

riters and Publishers

Private Lim

ited1,113,197

6,922,5474,163,551

6,922,547

Writers and P

ublishers P

rivate Limited

466,342,929582,278,196

738,180,658732,863,795

Bhaskar M

ultinet Limited

177,937,352159,885,177

178,005,015160,076,407

Bhaskar E

xxoil Limited

--

16,00010,578

Diligent M

edia Corporation

Limited

1,220,197-

1,220,19724,909,243

Divya P

rabhat Publications

Private Lim

ited-

--

8,592,331B

haskar Infrastructure Lim

ited-

183,678-

183,678B

haskar Publication &

Allied

Industries Private Lim

ited80,030,190

1,527,425151,318,651

13,874,026B

haskar Industries Limited

1,590,148-

1,590,148-

Direct(O

OH

) Media P

rivate Lim

ited-

13,23613,236

2,181,717D

B P

ublications Private

Limited

-6,618

6,618130,551

DB

Mall P

rivate Limited

796,787-

796,787271,445

Abhivyakti K

ala Kendra

-237,092

1,321,2921,455,514

Nam

e of th

e Co

mpan

yC

losin

g B

alance

Maxim

um A

mount

Outstanding during the year

March

31 M

arch 31

March

31 M

arch 31

20112010

20112010

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 72

73

investments periodically and required provision w

ould bem

ade in respect of any diminution w

hich is other than tem

porary.

17.E

arnin

g P

er Sh

are ('EP

S')

18.E

mp

loyee B

enefits

Defin

ed C

on

tribu

tion

Plan

During the year ended M

arch 31, 2011 and March 31, 2010;

the Group contributed the follow

ing amounts to defined con-

tribution plans:

Particu

larsM

arch 31, 2011

March

31, 2010P

rovident Fund

71,751,22855,665,650

Em

ployees' State

Insurance Corporation

19,494,3557,430,746

Total

91,245,58363,096,396

Defin

ed B

enefit P

lans

A-G

ratuity

The

Group

has a

defined benefit

gratuity plan.

Every

employee w

ho has completed five years or m

ore of servicegets a gratuity on departure at 15 days salary (last draw

nsalary) for each com

pleted year of service. The schem

e ofthe C

ompany is funded w

ith an insurance company in the

form of a qualifying insurance policy.

B- L

eave En

cashm

ent

In accordance with leave policy, the G

roup has provided forleave entitlem

ent on the basis of an actuarial valuation car-ried out at the end of the year.T

he following tables sum

maries the com

ponents of net ben-efit expense recognized in the profit and loss account andthe funded status and am

ounts recognized in the balancesheet for the respective plan.

Pro

fit and

Lo

ss Acco

un

t:

Net E

mployee benefit expense (recognized in E

mployee C

ost)

Particu

lars - Gratu

ityM

arch 31, 2011

March

31, 2010

Current service cost

12,667,998 14,473,679

Interest cost on benefit obligation

5,462,022 4,693,980

Expected return on plan assets

(4,862,819)(3,605,018)

Net actuarial (gain) / loss recognized

in the year2,777,182

(10,653,255) P

ast service cost-

- N

et benefit expense16,044,383

4,909,386 A

ctual return on plan assets3,653,690

8,385,191

Balan

ce Sh

eetD

etails of P

rovisio

n an

d fair valu

e of p

lan assets

Particu

lars - Gratu

ityM

arch 31, 2011

March

31, 2010B

enefit obligation82,594,755

70,107,539F

air value of plan assets74,060,336

60,785,240 (8,534,419)

(9,322,299) Less: U

nrecognized past service cost-

- N

et (Liability) / asset(8,534,419)

(9,322,299)

Details o

f Exp

erience A

dju

stmen

ts on

plan

assets and

plan

liabilities

Particu

lars - Gratu

ityM

arch 31, 2011

March

31, 2010E

xperience adjustments on plan

liabilities (Gain)/Loss

4,548,6121,589,625

Experience adjustm

ents on plan A

ssets Gain/(Loss)

(1,209,129)4,780,173

Ch

ang

es in th

e presen

t value o

f the d

efined

ben

efit ob

liga-

tion

are as follo

ws:

Particu

lars - Gratu

ityM

arch 31, 2011

March

31, 2010

Opening benefit obligation/net liability

68,275,27662,518,153

Interest cost5,462,022

4,693,983 C

urrent service cost12,667,998

14,473,679 B

enefits paid(5,378,598)

(5,705,195)A

ctuarial (gains) / losses on obligation1,568,053

(5,873,082) C

losing benefit obligation82,594,755

70,107,539

Ch

ang

es in th

e fair value o

f plan

assets are as follo

ws:

Particu

lars - Gratu

ityM

arch 31, 2011

March

31, 2010

Opening fair value of plan assets

60,785,24048,066,911

Expected return

4,862,819 3,605,018

Contributions by em

ployer15,000,000

10,038,333 B

enefits paid(5,378,598)

(5,705,195)A

ctuarial gains / (losses) on plan assets(1,209,129)

4,780,173C

losing fair value of plan assets74,060,336

60,785,240 A

ctuarial gains / (losses) to be recognized(2,813,240)

8,953,208

The C

ompany expects to contribute R

s.10,000,000 (Previous

year Rs. 10,000,000) to gratuity fund during the annual period

beginning after balance sheet date.

Th

e majo

r catego

ries of p

lan assets as a p

ercentag

e of th

efair valu

e of to

tal plan

assets are as follo

ws:

Particu

lars - Gratu

ityM

arch 31, 2011

March

31,2010%

%Investm

ents with insurer

100100

The overall expected rate of return on assets is determ

ined based on the m

arket prices prevailing on that date, applicable tothe period over w

hich the obligation is to be settled.

Th

e prin

cipal assum

ptio

ns u

sed in

determ

inin

g g

ratuity

ob

ligatio

ns fo

r the G

rou

p's p

lans are sh

ow

n b

elow

:

Particu

lars - Gratu

ityM

arch 31, 2011

March

31,2010D

iscount rate8.25%

8.00%

Expected rate of return on assets8.25%

8.00%

Em

ployee turnover1%

at each age+6%

1%

at each age+6%

service relatedservice related

Particu

larsM

arch 31, 2011

March

31, 2010i)

Profit after taxation

2,584,761,6011,828,001,072

ii) W

eighted average number of equity

shares outstanding for Basic E

PS

181,528,139172,206,180

iii) B

asic Earnings per share

14.24 10.62

iv) On account of shares to be issued

under ES

OS

288,673162,389

v) W

eighted average number of equity

shares outstanding for Diluted E

PS

181,816,812172,368,569

vi) Diluted E

arnings per share 14.22

10.61 vii) N

ominal value of share

10.0010.00

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 73

74

The estim

ates of future salary increases, considered in actuari-al valuation, take account of inflation, seniority, prom

otion andother

relevant factors,

such as

supply and

demand

in the

employm

ent market.

Am

ounts for the current and previous three years are as follows:

Gratu

ityM

arch 31, 2011 March 31, 2010 M

arch 31, 2009 March 31, 2008

Defined benefit

obligation82,594,755

70,107,53962,518,153

40,363,900

Plan assets

74,060,3366,0785,240

48,066,91128,569,088

Surplus / (deficit)

(8,534,419)(9,322,299)

(14,451,242)(11,794,812)

Experience adjustm

ents

on plan liabilities (Gain) /

Loss4,548,612

1,589,6255,647,004

4,864,820

Experience adjustm

ents

on plan assets Gain /

(Loss)(1,209,129)

4,780,173(1,427,487)

308,687

The G

roup has adopted Accounting S

tandard 15 (Revised) from

April 01, 2007, thereby has not given disclosure for the follow

-ing for financial years ended on M

arch 31, 2007:(a)

The present value of the defined benefit obligation, the fair

value of the plan assets and the surplus or deficit in theplan; and

(b)

The experience adjustm

ents arising on plan liabilities andplan assets.

19. Em

plo

yee Sto

ck Op

tion

Sch

eme 2008 an

d 2010

The C

ompany has granted S

tock Options to its em

ployeesas per its schem

e referred to as "DB

CL

- ES

OS

2008" and"D

BC

L- ES

OS

2010". During the year ended M

arch 31,2011 the follow

ing schemes w

ere in operation:

The details of activity under D

BC

LE

SO

S 2008 and E

SO

S 2010

are as summ

arized below:

Nu

mb

er of o

ptio

ns

ES

OS

-2008E

SO

S-2010

March 31, 2011 M

arch 31,2010 March 31, 2011 M

arch 31, 2010

Outstanding at the

beginning of the year330,387

413,427-

-G

ranted during the year-

-491,203

-F

orfeited / Cancelled

during the year19,177

83,04016,494

-E

xercised during the year 36,126

--

-E

xpired during the year -

--

-O

utstanding at the end of the year

275,084330,387

474,709-

Exercisable at the end

of the year 88,358

66,077-

-W

eighted average fair value of options granted on the date of grant

101.31101.31

124.97-

The follow

ing table summ

arizes the year wise vesting %

and thefair value in respect of options outstanding:

ES

OS

-2008E

SO

S-2010

Year

Vestin

g %

Fair V

alue

Year

Vestin

g %

Fair V

alue

January 5, 201020%

90.51M

ay 10, 201120%

103.87January 5, 2011

20%95.88

May 10, 2012

20%115.57

January 5, 201220%

101.29M

ay 10, 201320%

126.07January 5, 2013

20%106.74

May 10, 2014

20%135.47

January 5, 201420%

112.14M

ay 10, 201520%

143.89

Sto

ck Op

tion

s gran

tedT

he weighted average fair value of stock options granted till

date is R

s.

101.31 and R

s.

124.97 for ES

OS

-2008 andE

SO

S-2010 respectively. T

he Black and S

choles Options

Pricing m

odel has been used for computing the w

eightedaverage fair value considering the follow

ing inputs:

DB

CL

- ES

OS

2008D

BC

L- E

SO

S 2010

Date of grant

January 5, 2009M

ay 10, 2010D

ate of Board A

pprovalD

ecember 23, 2008

March 02, 2010

Date of S

hareholder's Approval

Decem

ber 31, 2008A

pril 24, 2010

Num

ber of options granted7

00

,00

0

op

tion

s h

ave

be

en

a

pp

rove

d

by

the

Board and the sharehold-

ers,

ho

we

ver

41

3,4

27

have been granted till theye

ar

en

de

d

Ma

rch

31

,2011

60

0,0

00

o

ptio

ns

ha

veb

ee

n

ap

pro

ved

b

y th

eB

oard and the sharehold-e

rs, h

ow

eve

r 4

91

,20

3have been granted till theye

ar

en

de

d

Ma

rch

31

,2011

Method of S

ettlement

Equity

Equity

Vesting P

eriodO

ptions vest equally overthe

period of

five years

from the date of grant

Options vest equally over

the period

of five

yearsfrom

the date of grant

Exercise P

eriodW

ithin three

years from

the date of vesting or list-ing, w

hichever is later

Within

three years

fromthe date of vesting or list-ing, w

hichever is later

Exercise P

rice50%

discount to the aver-age of first 30 days m

arketprice post listing

Discount up to a m

aximum

of

30

%

to

the

m

arke

tprice.

Vesting C

onditionsO

ption vest on continueda

ssocia

tion

w

ith

the

Co

mpa

ny

an

d

ach

ieve

-m

en

t o

f ce

rtain

p

erfo

r-m

ance parameters

Option vest on continued

asso

ciatio

n

with

th

eC

om

pan

y a

nd

a

chie

ve-

me

nt

of

certa

in

pe

rfor-

mance param

eters

March

31, 2011E

SO

S-2008

ES

OS

-2010W

eighted average share price101.31

124.97E

xercise Price

50% discount to the

average of first 30days closing m

arketprice post IP

O i.e.

Rs. 124

Discount up to a

maxim

um of 30%

tothe m

arket price. i.e. R

s. 168

Expected V

olatility0%

0%H

istorical Volatility

0%0%

Life of the options granted 4.5 years

4.5 years(V

esting and exercise period) in yearsE

xpected dividends0%

0%A

verage risk-free interest rate5.24%

7.10%E

xpected dividend rate0%

0%

The

expected volatility

was

determined

based on

historicalvolatility data, historical volatility includes early years of the com

-panies life, the com

pany expects the volatility of its share priceto reduce as its natures to allow

for the effects of early exercise.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 74

75

To allow for effects of early exercise, it w

as assumed that the

employees w

ill exercise option after the vesting date, when

share price was in excess of the exercise price.

Had C

ompensation cost been determ

ined in accordance with

the fair value approach described in the Guidance N

ote, theC

ompany's

net profit

as reported

would

have changed

toam

ounts indicated below:

March

31, 2011 March

31, 2010

Pro

fit as repo

rted2,584,761,601

1,828,001,072A

dd: Em

ployee stock compensation under

31,664,62112,965,726

intrinsic value method

Less: Em

ployee stock compensation under

47,820,49617,283,654

fair value method

Pro

form

a pro

fit2,568,605,726

1,823,683,144E

arnin

gs P

er Sh

areB

asic- A

s reported14.24

10.62- A

s adjusted14.15

10.60D

iluted- A

s reported14.22

10.61- A

s adjusted14.13

10.58

20. Go

ing

Co

ncern

Co

ncep

t

IMC

Lhas incurred losses during the year and the accum

u-lated losses of IM

CL

at the close of the year exceed its paidup capital and reserves. IM

CL

is in the initial years of itsoperations. F

urther, the Com

pany has provided assurancethat it intends to provide adequate financial support to IM

CL

to enable it to continue its operations for the year endingM

arch 31, 2012. With the internet m

arket in India booming

and internet penetration increasing every year, the man-

agement expects continuous grow

th in the business andprofitability in the future years. IM

CL

is therefore beingview

ed as a going concern and accounts have been pre-pared under the going concern assum

ption.

21. Seg

men

t Info

rmatio

n:

a) F

or the

purposes of

Segm

ent inform

ation, printing/

publishing segment includes new

spaper, magazines,

printing job work, etc. R

adio Segm

ent includes broadcasting of R

adio. Event includes event m

anagement.

Others include P

ower and Internet business.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 75

76

(SCHEDULE 25) CONSOLIDATED NOTES TO ACCOUNTS (Continued)

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011

21. (b) Segment Information as at and for the year ended March 31, 2011

Particulars Printing / Publishing Radio Event Others Inter Segment Elimination Consolidation

Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10

RevenueExternal Revenue 11,976,300,761 10,106,087,809 463,823,199 341,443,599 175,305,407 148,077,202 37,009,888 34,144,485 - - 12,652,439,255 10,629,753,095 Inter segmental Revenue 25,402,823 28,554,905 5,656,867 8,148,795 - - 3,132,468 3,389,062 (34,192,158) (40,092,762) - -

Total 12,001,703,584 10,134,642,714 469,480,066 349,592,394 175,305,407 148,077,202 40,142,356 37,533,547 (34,192,158) (40,092,762) 12,652,439,255 10,629,753,095

Segment Results 3,691,571,860 3,189,415,479 (22,330,239) (119,048,459) 12,033,113 23,300,372 (73,499,539) (34,188,629) - - 3,607,775,195 3,059,478,763

Less : Unallocated Corporate Expenses 9,470,037 8,416,243 net of Unallocated Income

Operating Profit 3,598,305,159 3,051,062,520

Less : Financial Expenses (Net of Interest Income) 11,266,399 245,395,553

Less : Prior Period Expenditure - -

Less : Tax Expenses 999,686,314 1,057,161,693

Profit for the year 2,587,352,446 1,748,505,274

Other Information

Depreciation 310,494,621 256,858,326 107,535,167 107,086,072 150,963 188,572 14,663,666 14,216,392 - - 432,844,418 378,349,362

Non - cash expenses other than depreciation 167,482,368 106,070,830 1,468,777 4,597,240 - - 3,084,934 1,073,376 - - 172,036,079 111,741,446

Particulars Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10

Segment Assets 11,695,122,240 10,428,948,949 947,518,031 965,389,201 13,345,132 10,154,226 259,955,188 216,082,893 - - 12,915,940,592 11,620,575,269

Unallocated Corporate Assets 522,650,548 673,674,525

Segmental Liabilities 3,810,639,138 4,504,673,958 189,336,399 383,061,655 (801,714) 3,998,003 20,980,868 21,585,957 - - 4,020,154,692 4,913,319,573

Unallocated Corporate Liabilities 1,235,718,873 975,320,725

Minority Interest 3,791,742 44,386,825

Capital Expenditure 1,254,260,746 2,481,004,498 5,971,005 2,047,999 - 11,000 1,693,937 3,493,594 - - 1,261,925,688 2,486,557,091

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 76

77

22.P

reoperative expenses included under Fixed A

ssets andC

apital Work-in-P

rogress are as under:

Particu

larsM

arch 31,2011

March

31,2010

Op

enin

g B

alance o

f Pre -

Op

erative Exp

enses

10,927,52178,935,822

Exp

end

iture d

urin

g th

e year :

Raw

Materials C

onsumed

2,101,349-

Operating E

xpenditure3,649,569

360,082

Em

ployee Cost

115,6995,147,356

Other Indirect E

xpenditure5,250,211

8,899,344

Loan Managem

ent Fees

-5,688,413

Bank C

harges-

3,033

Interest and Financial C

harges-

11,735,613

Total

22,044,349110,769,663

Less:- Capitalized during the year

22,044,34999,842,142

Closing B

alance of Pre- Operative Expenses

-10,927,521

(Disclosed as C

apital Work-in-Progress)

As per our R

eport of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or G

up

ta Navin

K. &

Co

.F

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WF

irm reg

istration

nu

mb

er: 06263CD

.B. C

orp

Lim

itedC

hartered

Acco

un

tants

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

per N

avin K

. Gu

pta

Man

agin

g D

irector

Directo

rP

artner

Partn

erM

embership N

o. 36656M

embership N

o. 75030

Mum

baiM

ay 18, 2011C

om

pany S

ecretary

23. Salaries, W

ages and Bonus include sitting fees paid to

Directors

Rs.

780,000 (Previous Year

Rs.

380,000)

24. Previo

us Y

ear com

parativesP

revious year figures have been regrouped where neces-

sary to confirm to current years' classification.

(SC

HE

DU

LE

25) CO

NS

OL

IDA

TE

D N

OT

ES

TO A

CC

OU

NT

S (C

on

tinu

ed)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 77

78

BA

LA

NC

E S

HE

ET

AB

ST

RA

CT

AN

D C

OM

PAN

Y'S

GE

NE

RA

LB

US

INE

SS

PR

OF

ILE

1. Reg

istration

Details:

Registration N

o. :047208

State C

ode :04

Balance S

heet Date : 31-03-2011

Date of Incorporation :

27-10-1995

2. Cap

ital Raised

du

ring

the year (A

mo

un

t in R

s.

Th

ou

sand

)

Public Issue

NIL

Rights Issue

NIL

Bonus Issue

NIL

Private P

lacement

NIL

3. Po

sition

of M

ob

ilisation

and

Dep

loym

ent o

f Fu

nd

s (Am

ou

nt in

R

s.

Th

ou

sand

)

Total Liabilities R

s.13,792,627

Total Assets

Rs. 13,792,627

4. So

urces o

f Fu

nd

s (Am

ou

nt in

R

s.

Th

ou

sand

)

Paid up C

apital R

s.

1,832,842R

eserves and Surplus

Rs.

6,691,449S

ecured Loans R

s.

2,081,725U

nsecured Loans R

s.

290,349 D

eferred Tax LiabilityR

s.

694 ,597

5. Ap

plicatio

n o

f Fu

nd

s (Am

ou

nt in

R

s.

Th

ou

sand

)

Net F

ixed Assets

Rs.

6,651,614Investm

entsR

s.

520,327N

et Current A

ssets R

s.

3,658,022M

isc. Expenses

Rs.

109,826A

ccumulated Losses

NIL

6. Perfo

rman

ce of C

om

pany (A

mo

un

t in R

s.

Th

ou

sand

s)

Turnover (include other income)

Rs.

12,616,375Total E

xpenditure R

s.

8,946,617P

rofit / (Loss) Before tax

Rs.

3,669,758P

rofit/(Loss) After Tax

Rs.

2,673,231E

arning per share in Rs

Rs.

14.73D

ividend Rate %

40

7. Gen

eric Nam

e of P

rincipal P

rod

uct / S

ervice of C

om

pany

Item C

ode No. (IT

C C

ode)N

AP

roduct Description

NA

Fo

r and

on

beh

alf of th

e Bo

ard

Mum

bai M

ay 18 2011M

anag

ing

Directo

rD

irector

D.B

. Co

rp L

imited

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 78

79

Dear S

hareh

old

ers,

Your directors have pleasure in presenting to you their Sixth

Annual R

eport together with the accounts of the C

ompany for

the year ended 31st March 2011. T

he summ

arized financialresults are as under-

FIN

AN

CIA

LH

IGH

LIG

HT

S:

The financial results of the C

ompany for the year ended 31st

March, 2011 are as under:

(In Rs.)

DE

ME

RG

ER

OF

RA

DIO

BU

SIN

ES

S :

During the year under review

, your company has received all the

statutory approvals and sanction from the H

on'ble High C

ourt ofM

adhya Pradesh and H

on'ble High C

ourt of Gujarat, to the

Schem

e of Arrangem

ent in the nature of demerger of radio busi-

ness of the company into the D

.B. C

orp Limited and restructur-

ing of share capital of the company under section 391 to 394

read with sections 78, 100 to 104 of the C

ompanies A

ct, 1956.A

s a result, the said Schem

e of Arrangem

ent has become oper-

ative with A

pril 01, 2010 as the Appointed date and M

arch 30,2011, as the E

ffective Date.

FU

TU

RE

OU

TL

OO

K :

As you m

ay be aware, the com

pany is already doing fairly goodbusiness in event m

anagement services, and considering the

tremendous

opportunities and

good grow

th potential

in this

area, more focus w

ould be given on the same in future.

Event M

anagement is a fast-grow

ing industry in organized sec-tor, grow

ing rapidly all over the world, w

ith mega show

s, eventshosted regularly, and this has becom

e a media to connect peo-

ple

/bra

nd

s. In

du

stry in

clud

es

field

s su

ch

as

the

M

ICE

(Meetings, Incentives, C

onventions and Events), exhibitions,

conferences and seminars as w

ell as live music and sporting

events. In order to tap the growing potential of this industry, your

company has initiated necessary steps in this direction.

Particu

lars2010-11

2009-10

Gross R

evenue23,835,976

38,67,71,272

Profit (Loss) B

efore Depreciation

92,92,679(76,860,320)

& A

mortization

Less: Depreciation

133,539 10,72,53,324

Profit / (Loss) B

efore Tax9,159,140

(18,41,13,644)

Less: Tax Expenses

Deferred Tax C

harge / (Credit)

59,758 -

Provision for Incom

e Tax3,098,944

-

Profit / (Loss) A

fter Tax before prior period item

s6,000,438

(18,41,13,644)

Less: Prior P

eriod Expenditure

--

Net P

rofit / (Loss) for the Year6,000,438

(18,41,13,644)

DIV

IDE

ND

:

In view of the absence of adequate profits for the year under

review, your D

irectors refrain from recom

mending any dividend

for the year ended 31st March, 2011.

DIR

EC

TOR

AT

E :

Shri. S

udhir Agarw

al, Director of the com

pany is liable to retireby rotation at the forthcom

ing Annual G

eneral Meeting of the

company and being eligible, offers him

self for re-appointment.

AU

DIT

CO

MM

ITT

EE

:

The C

ompany has an A

udit comm

ittee pursuant to Section 292A

of the Com

panies Act, 1956 and the follow

ing Directors of the

company are the m

embers of the A

udit Com

mittee:-

1.S

hri Sudhir A

garwal

-C

hairman

2.S

hri Girish A

garwal

-M

ember

3.S

hri Paw

an Agarw

al-

Mem

ber

AU

DITO

RS

:

M/s

S.

R.

Batliboi

&

Associates.,

Chartered

Accountants,

Mum

bai, the Statutory A

uditors of the company, w

ill retire at theconclusion of the forthcom

ing Annual G

eneral Meeting of your

Com

pany and being eligible, offer themselves to hold office as

auditors from the conclusion of the ensuing A

nnual General

meeting until the conclusion of the next A

nnual General M

eetingof the C

ompany.

AU

DITO

RS

' RE

PO

RT

:

The

Auditors'

Report

read w

ith notes

to accounts

is self-

explanatory and hence, needs no further clarification.

PU

BL

IC D

EP

OS

ITS

:

The C

ompany has not accepted any public deposits and, as

such, no amount on account of principal or interest on public

deposits was outstanding on the date of the balance S

heet.

HU

MA

N R

ES

OU

RC

ES

:

Your company alw

ays focuses on nurturing talent through bestavailable training &

development program

s with an objective of

building better and more efficient resources.

Your Directors w

ould like to place on record their deep appreci-ation for all em

ployees, at all levels, for their relentless service.D

uring the year under review, the industrial relations have been

very cordial.

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DD

IRE

CTO

RS

' RE

PO

RT

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 79

80

None of the em

ployees of the company are covered under the

provisions of Section 217(2A

) of the Com

panies Act, 1956, read

with C

ompanies (P

articulars of Em

ployees) Rules, 1975, as

amended.

CO

NS

ER

VAT

ION

O

F

EN

ER

GY,

TE

CH

NO

LO

GY

AB

SO

RP

-T

ION

AN

D F

OR

EIG

N E

XC

HA

NG

E E

AR

NIN

GS

AN

D O

UT

GO

:

The C

ompany has taken adequate m

easures relating to con-servation of energy, Technology absorption w

herever possible.T

here is no foreign exchange earnings and total outgo is Nil dur-

ing the current year as compared to R

s 0.60 Lacs during theprevious year.

DIR

EC

TOR

S' R

ES

PO

NS

IBIL

ITY

STA

TE

ME

NT

:

As required under section 217(2A

A) of the C

ompanies A

ct,1956the D

irectors hereby confirm that:

1.in the preparation of the annual accounts, the applicableaccounting standards have been follow

ed;2.

the directors had selected such accounting policies andapplied them

consistently and made judgm

ents and esti-m

ates that are reasonable and prudent so as to give a trueand fair view

of the state of affairs of the company at the

end of the financial year and of the profit of the company

for the year under review;

3.the directors had taken proper and sufficient care for them

aintenance of adequate accounting records in accor-dance w

ith the provisions of Com

panies Act, 1956, for

safeguarding the assets of the company and for preventing

and detecting frauds and other irregularities. 4.

the directors had prepared the annual accounts for thefinancial year ended on M

arch 31, 2011, on a "going con-cern" basis.

AC

KN

OW

LE

DG

EM

EN

T :

Your Directors gratefully acknow

ledge the wholehearted support

and help extended by bankers and other government bodies.

Your Directors w

ish to place on record their deep sense ofappreciation for the devoted services rendered by the em

ploy-ees of the C

ompany.

BY

OR

DE

R O

F T

HE

BO

AR

D

PLA

CE

: Mu

mb

aiD

AT

ED

: May 18, 2011

Directo

rD

irector

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 80

81

To

The Mem

bers of Synergy Media Entertainm

ent Limited Lim

ited

1.W

e have audited the attached Balance S

heet of Synergy

Media E

ntertainment Lim

ited ('the Com

pany') as at March

31, 2011 and also the Profit and Loss account and the

Cash F

low S

tatement for the year ended on that date

annexed thereto.

These

financial statem

ents are

theresponsibility of the C

ompany's m

anagement. O

ur respon-sibility is to express an opinion on these financial state-m

ents based on our audit.2.

We conducted our audit in accordance w

ith auditing stan-dards

generally accepted

in India.

T

hose standards

require that we plan and perform

the audit to obtain rea-sonable assurance about w

hether the financial statements

are free of material m

isstatement. A

n audit includes exam-

ining, on a test basis, evidence supporting the amounts

and disclosures in the financial statements. A

n audit alsoincludes assessing the accounting principles used and sig-nificant estim

ates made by m

anagement, as w

ell as evalu-ating

the overall

financial statem

ent presentation.

W

ebelieve that our audit provides a reasonable basis for ouropinion.

3.A

s required by the Com

panies (Auditor's R

eport) Order,

2003 (as amended) ('the O

rder') issued by the Central

Governm

ent of India in terms of sub-section (4A

) of Section

227 of the Com

panies Act, 1956 ('the A

ct'), we enclose in

the Annexure a statem

ent on the matters specified in para-

graphs 4 and 5 of the said Order.

4.F

urther to

our com

ments

in the

Annexure

referred to

above, we report that:

i.W

e have obtained all the information and explana

tions, which to the best of our know

ledge and belief w

ere necessary for the purposes of our audit;ii.

In our opinion, proper books of account as required bylaw

have been kept by the Com

pany so far as appearsfrom

our examination of those books;

iii.T

he balance sheet, profit and loss account and cash flow

statement dealt w

ith by this report are in agreem

ent with the books of account;

iv.In

our opinion,

the balance

sheet, profit

and loss

account and cash flow statem

ent dealt with by this

report comply w

ith the accounting standards referred to in sub-section (3C

) of section 211 of the Act;

v.O

n the basis of the written representations received

from the directors, as on M

arch 31, 2011, and taken onrecord by the B

oard of Directors, w

e report that none of the directors is disqualified as on M

arch 31, 2011 from

being appointed as a director in terms of clause

(g) of sub-section (1) of section 274 of the Act;

vi.In our opinion and to the best of our inform

ation and according to the explanations given to us, the said accounts give the inform

ation required by the Act, in

the manner so required and give a true and fair view

inconform

ity w

ith the

accounting principles

generally accepted in India;a)

in the case of the balance sheet, of the state of affairs of the C

ompany as at M

arch 31, 2011; b)

in the case of the profit and loss account, of the profit for the year ended on that date; and

c)in the case of cash flow

statement, of the cash

flows for the year ended on that date.

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

irm reg

istration

nu

mb

er: 101049W

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

Partn

er M

embership N

o.: 36656

Mum

baiM

ay 18, 2011

An

nexu

re referred to

in parag

raph

3 of o

ur rep

ort o

f evend

ate Re: S

ynerg

y Med

ia En

tertainm

ent L

imited

(i) (a) T

he Com

pany has maintained adequate records show

ing full particulars, including quantitative details and situation of fixed assets.

(b)F

ixed assets have been physically verified by the man

agement during the year and as explained no m

aterial discrepancies w

ere identified on such verification.(c)

There w

as no substantial disposal of fixed assets duing the year.

(ii)D

ue to the nature of business, the provisions of clause 4(ii)of the O

rder are not applicable to the Com

pany.(iii)

(a)A

s informed, the C

ompany has not granted any loans,

secured or unsecured to companies, firm

s or other parties covered in the register m

aintained under section 301 of the A

ct, accordingly, clause (iii)(b), (iii)(c) and

(iii)(d) of

the O

rder are

not applicable

to the

Com

pany.(b)

As inform

ed, the Com

pany has not taken any loans, secured or unsecured from

companies, firm

s or other parties covered in the register m

aintained under section 301 of the A

ct, accordingly clause (iii)(f) and (iii)(g)of the O

rder are not applicable.(iv)

In our opinion and according to the information and expla-

nations given to us, there is an adequate internal controlsystem

comm

ensurate with the size of the C

ompany and

the nature of its business, for the purchase of fixed assetsand for the sale of services. D

uring the course of our audit,no m

ajor weakness has been noticed in the internal control

system

in respect

of these

areas, and

we

have not

observed any continuing failure to correct major w

eaknessin internal control system

of the company.

(v)(a)

According to the inform

ation and explanations provided by the m

anagement, w

e are of the opinion that theparticulars of contracts or arrangem

ents referred to insection 301 of the A

ct that need to be entered into the register m

aintained under section 301 have been so entered.

(b) In respect of the transactions m

ade in pursuance of the such contracts or arrangem

ents exceeding value of R

upees five lakhs entered into during the financial year, because of the unique and specialized nature of the item

s involved and absence of any comparable

prices, we are unable to com

ment w

hether the tranac-

Au

dito

rs' Rep

ort

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 81

82

tions were m

ade at prevailing market prices at the relevant

time.

(vi) T

he Com

pany has not accepted any deposits from the

public.

(vii)In our opinion, the C

ompany has an internal audit system

comm

ensurate with the size and nature of its business.

(viii) To the best of our knowledge and as explained, the C

entralG

overnment

has not

prescribed m

aintenance of

costrecords under clause (d) of sub-section (1) of section 209of the A

ct for the services of the Com

pany.

(ix)(a)

The C

ompany is generally regular in depositing w

ith appropriate

authorities undisputed

statutory dues

including provident fund, employees' state insurance,

income-tax, service tax, sales tax, w

ealth tax, cess and other m

aterial statutory dues applicable to it. The

provisions relating investor education and protection fund, custom

s duty and excise duty are not applicable to the C

ompany.

Further, since the C

entral Governm

ent has till date notprescribed the am

ount of cess payable under section 441 A

of the Act, w

e are not in a position to comm

ent upon the regularity or otherw

ise of the Com

pany in depositing the sam

e.

(b)A

ccording to the information and explanations given to

us, no undisputed amounts payable in respect of prov

ident fund, employees' state insurance, incom

e-tax, w

ealth tax

service tax,

sales-tax, cess

and other

undisputed statutory dues were outstanding, at the

year end, for a period of more than six m

onths from

the date they became payable. T

he provisions relating investor education and protection fund, custom

s duty and excise duty are not applicable to the C

ompany.

(c)A

ccording to the information and explanation given to

us, there are no dues of income tax, sales tax, w

ealth tax, service tax and cess w

hich have not been deposited on account of any dispute. T

he provisions relating custom

s duty and excise duty are not applicable to the C

ompany.

(x) T

he Com

pany has no accumulated losses at the end of the

financial year and it has not incurred cash losses in the cur-rent and im

mediately preceding financial year.

(xi) Based on our audit procedures and as per the inform

ationand explanations given by the m

anagement, w

e are of theopinion that the C

ompany has not defaulted in repaym

entof dues to bank. T

he Com

pany did not have any outstand-ing debentures and has no outstanding dues in respect ofa financial institution during the year.

(xii)A

ccording to the information and explanations given to us

and based on the documents and records produced to us,

the Com

pany has not granted loans and advances on thebasis of security by w

ay of pledge of shares, debenturesand other securities.

(xiii)In our opinion, the C

ompany is not a chit fund or a nidhi /

mutual benefit fund / society. T

herefore, the provisions ofclause

4(xiii) of

the O

rder are

not applicable

to the

Com

pany.

(xiv)In our opinion, the C

ompany is not dealing in or trading in

shares, securities,

debentures and

other investm

ents.A

ccordingly, the provisions of clause 4(xiv) of the Order are

not applicable to the Com

pany.

(xv)A

ccording to the information and explanations given to us,

the Com

pany has not given any guarantee for loans takenby others from

bank or financial institutions.

(xvi) The C

ompany did not have any term

loans outstanding dur-ing the year.

(xvii)According to the inform

ation and explanations given to usand on an overall exam

ination of the balance sheet of theC

ompany, w

e report that no funds raised on short-termbasis have been used for long-term

investment.

(xviii)The C

ompany has not m

ade any preferential allotment of

shares to parties or companies covered in the register

maintained under section 301 of the A

ct.

(xix)T

he Com

pany did not have any outstanding debenturesduring the year.

(xx)T

he Com

pany has not raised any money through public

issue.

(xxi)Based upon the audit procedures perform

ed for the pur-pose of reporting the true and fair view

of the financialstatem

ents and as per the information and explanations

given by the managem

ent, we report that no fraud on or by

the Com

pany has been noticed or reported during thecourse of our audit.

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

irm reg

istration

nu

mb

er: 101049W

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

Partn

er M

embership N

o.: 36656

Mum

baiM

ay 18, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 82

83

Sch

edu

lesA

s At

As A

t M

arch 31, 2011

March

31, 2010R

s.

Rs.

SO

UR

CE

S O

F F

UN

DS

Sh

areho

lders' F

un

dS

hare Capital

12,407,500

401,250,000 R

eserves and Surplus

26,374,238

472,000,000 8,781,738

873,250,000

Lo

an F

un

ds

Secured Loans

3-

237,666,852 U

nsecured Loans4

- 646,383,134

- 884,049,986

Deferred

Tax Liab

ility (Net)

559,758

- 8,841,496

1,757,299,986

AP

PL

ICA

TIO

N O

F F

UN

DS

Fixed

Assets

6

Gross B

lock1,405,666

1,064,948,239 Less : A

ccumulated D

epreciation / Am

ortisation422,465

294,236,703 N

et Block

983,201 770,711,536

Cu

rrent A

ssets, Lo

ans an

d A

dvan

ces

Sundry D

ebtors7

4,966,797 98,095,764

Cash and B

ank Balances

84,072,437

53,599,121 Loans and A

dvances9

6,122,079 223,578,152

15,161,313 375,273,037

Less : C

urren

t Liab

ilities and

Pro

vision

s

Current Liabilities

104,204,074

154,724,686 P

rovisions 11

3,098,944 4,409,247

7,303,018 159,133,933

Net C

urren

t Assets

7,858,295 216,139,103

Pro

fit and

Lo

ss Acco

un

t-

770,449,346

8,841,496 1,757,299,986

NO

TE

S TO

AC

CO

UN

TS

18

The S

chedules referred to above and Notes to accounts form

an integral part of the Balance S

heet.

As per our R

eport of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WC

hartered

Acco

un

tants

Syn

ergy M

edia E

ntertain

men

t Lim

ited

Per A

mit M

ajmu

dar

Directo

rD

irector

Partn

erM

embership N

o. 36656

Mum

baiM

ay, 2011C

om

pany S

ecretary

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DB

AL

AN

CE

SH

EE

T A

S A

T M

AR

CH

31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 83

84

Fo

r the Y

ear En

ded

Fo

r the Y

ear En

ded

S

ched

ules

March

31, 2011M

arch 31, 2010

Rs.

Rs.

INC

OM

E

Advertisem

ent Revenue

- 349,592,394

Event R

evenue23,835,976

37,178,878 23,835,976

386,771,272E

XP

EN

DIT

UR

ELicense F

ee-

22,202,846 E

vent Expenses

11,400,200 15,890,972

Operating E

xpenses12

- 133,467,829

Personnel E

xpenses13

2,200,815 136,071,584

Adm

inistration Expenses

14754,489

44,913,481 M

arketing and Branding E

xpenses15

- 32,955,962

Op

erating

Pro

fit befo

re dep

reciation

9,480,472 1,268,598

Other Incom

e16

- 18,454,133

Financial E

xpenses17

187,793 96,583,051

Depreciation / A

mortisation

6133,539

107,253,324

Pro

fit/ (Lo

ss) Befo

re Taxation

9,159,140

(184,113,644)

Tax Exp

enses

Deferred Tax C

harge59,758

- P

rovision for Income Tax

3,098,944 3,158,702

- P

rofit/ (L

oss) fo

r the year

6,000,438 (184,113,644)

(Loss) brought forward from

previous year-

(586,335,702)

Balan

ce carried to

Balan

ce Sh

eet6,000,438

(770,449,346)E

arnin

g P

er Sh

are (Refer N

ote 10 o

f Sch

edu

le 18)

Basic E

arning Per S

hare24.92

(4.59)D

iluted Earning P

er Share

24.92 (4.59)

Nom

inal Value P

er Share

10 10

NO

TE

S TO

AC

CO

UN

TS

18

The schedules refered to above and notes to account form

an itegrated part of the profit and loss Account.

As per our report of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WS

ynerg

y Med

ia En

tertainm

ent L

imited

Ch

artered A

ccou

ntan

ts

Per A

mit M

ajmu

dar

Directo

rD

irector

Partn

erM

embership N

o. 36656

Mum

baiM

ay, 2011C

om

pany S

ecretary

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DP

RO

FIT

AN

D L

OS

S A

CC

OU

NT

FO

R T

HE

YE

AR

EN

DE

D M

AR

CH

31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 84

85

As A

tA

s At

March

31, 2011M

arch 31, 2010

Rs.

Rs.

Sch

edu

le 1S

HA

RE

CA

PITA

L:

Au

tho

rised :

50,000,000 (Previous Year 50,000,000) E

quity Shares of R

s. 10/- each500,000,000

500,000,000

500,000,000 500,000,000

Issued

, Su

bscrib

ed an

d P

aid u

p :

240,750 (Previous Year 40,125,000) E

quity Shares

of Rs. 10/- each fully paid up

2,407,500 401,250,000

2,407,500 401,250,000

Sch

edu

le 2R

ES

ER

VE

S A

ND

SU

RP

LU

S :

Securities P

remium

Account

Balance at the beginning of the year

472,000,000 472,000,000

Less: Reduction pursuant to the S

cheme of arrangem

ent (Refer N

ote 2 of Schedule 18)

(471,626,200)-

Balance at the end of the year

373,800 472,000,000

Profit and Loss A

ccountB

alance at the beginning of the year(770,449,346)

- Less: R

eduction pursuant to the Schem

e of arrangement (R

efer Note 2 of S

chedule 18)770,449,346

--

Add: B

alance carried from P

rofit and Loss account 6,000,438

- B

alance at the end of the year6,000,438

-

6,374,238 472,000,000

Sch

edu

le 3S

EC

UR

ED

LO

AN

S :

Term Loans

- Rupee Loans from

Banks

- 237,666,852

- Interest Accrued and dues

- -

(For S

ecurity Refer N

ote 4 of Schedule 18)

- 237,666,852

Sch

edu

le 4U

NS

EC

UR

ED

LO

AN

S :

From

Holding C

ompany

- 646,383,134

- 646,383,134

Sch

edu

le 5D

EF

ER

RE

D TA

X L

IAB

ILIT

Y(N

ET

):

Deferred

Tax Liab

ilityD

epreciation59,758

73,627,390 59,758

73,627,390

Deferred

Tax Asset

- P

rovision for Doubtful D

ebts-

1,858,803 P

rovision for Gratuity and Leave E

ncashment

- 1,464,751

Unabsorbed D

epreciation and Carry F

orward Losses

- 70,303,836

- 73,627,390

Deferred

Tax Liab

ility (Net)

59,758 -

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

ES

FO

RM

ING

PAR

T O

F T

HE

BA

LA

NC

E S

HE

ET

AS

AT

MA

RC

H 31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 85

86

SYNERGY MEDIA ENTERTAINMENT LIMITEDSCHEDULE FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2011

Schedule 6FIXED ASSETS :

Assets Gross Block Accumulated Depreciation / Amortisation Net Block

Tangible Assets

Leasehold Improvements 2,941,561 2,941,561 - - - 514,975 514,975 - - - - 2,426,586

Plant and Machinery 442,098,801 442,098,801 - - - 120,407,875 120,407,875 - - - - 321,690,926 (Refer Note Below)Office Equipments 4,209,324 4,209,324 - - - 1,222,017 1,222,017 - - - - 2,987,307

Vehicles 3,182,247 1,776,581 - - 1,405,666 616,424 327,499 133,539 - 422,465 983,201 2,565,823

Furniture and Fixtures 52,544,397 52,544,397 - - - 9,294,900 9,294,900 - - - - 43,249,497

Electric Fitting,Fans and Coolers 12,613,319 12,613,319 - - - 3,511,364 3,511,364 - - - - 9,101,955

Computers 19,087,437 19,087,437 - - - 7,980,965 7,980,965 - - - - 11,106,472

Air Conditioners 16,070,153 16,070,153 - - - 4,388,018 4,388,018 - - - - 11,682,135 Intangible Assets

One Time Entry Fees 512,201,000 512,201,000 - - - 146,300,165 146,300,165 - - - - 365,900,835

Total 1,064,948,239 1,063,542,573 - - 1,405,666 294,236,703 293,947,777 133,539 - 422,465 983,201 770,711,536

Previous year 1,065,040,676 - 2,058,999 2,151,436 1,064,948,239 187,353,429 - 107,253,324 370,050 294,236,703 770,711,536 -

As AtApril 1, 2010

Transfer out inaccordancewith

scheme ofarrangement

AdditionsDuring

The Period

DeductionsDuring

The Period

For theThe Period

OnDeductio

ns

As AtMarch 31,

2011

Up ToApril1, 2010

Up ToMarch 31,

2011

As AtMarch ,31

2011

Up ToMarch 31,

2010

Transfer out inaccordance-

with scheme ofarrangement

Notes:

Plant and Machinery above includes Common Transmitters Infrastructure which are Jointly held assets and amounting to Gross Block - Rs. Nil (Previous Year - 127,300,000)Net Block - Rs. Nil (Previous Year - Rs. 101,333,902)% of Ownership - Nil (Previous year 30.26%)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 86

87

As A

tA

s At

March

31, 2011M

arch 31, 2010

Rs.

Rs.

Sch

edu

le 7S

UN

DR

YD

EB

TOR

S :

(Unsecured)

Debts outstanding for a period exceeding six m

onths :- C

onsidered Good

65,127 10,161,288

- Considered D

oubtful-

5,595,435 65,127

15,756,723 O

thers D

ebts:

- Considered G

ood4,901,670

87,934,476 4,966,797

103,691,199

Less : Provision for D

oubtful Debts

- 5,595,435

4,966,797 98,095,764

Sundry D

ebtors include dues from C

ompanies under the sam

e managem

ent :

D B

Corp Lim

ited-

6,424,637 [M

aximum

balance outstanding during the year Rs N

IL(P

revious Year Rs. 8,576,386)]

Bhaskar M

ultinet Limited

- 313,221

[Maxim

um balance outstanding during the year R

s NIL

(Previous Year R

s. 317, 272)]

Sch

edu

le 8C

AS

H A

ND

BA

NK

BA

LA

NC

ES

C

ash in Hand

- 1,137,714

Cheques on H

and491,421

- B

alances with S

cheduled Banks:

On C

urrent Accounts

3,581,016 26,825,573

On D

eposit Accounts (R

efer Note 12 of S

chedule 18)-

25,635,834 4,072,437

53,599,121 S

ched

ule 9

LO

AN

S A

ND

AD

VAN

CE

S :

(Unsecured, considered good)

Loans and Advances to E

mployees

- 2,103,628

Advances recoverable in cash or kind or for value to be received

5,938,649 3,549,038

Inter Corporate D

eposits-

139,342,457 D

eposit with G

overnment A

uthorities-

21,448,471 S

ecurity Deposit against Lease of P

roperties-

4,698,862 D

eposit with O

thers-

9,586,016 S

ervice Tax Input / Cenvat R

eceivable19,666

410,814 Tax D

educted at Source R

eceivable163,764

20,577,738 P

re Paid E

xpenses-

14,439,239 A

ccrued Interest-

7,421,889 6,122,079

223,578,152 Loans and A

dvances include dues from C

ompanies under the sam

e managem

ent:B

haskar Multinet Lim

ited-

139,342,457 [M

aximum

balance outstanding during the year Rs N

IL(P

revious Year Rs139,342,457)]

Sch

edu

le 10C

UR

RE

NT

LIA

BIL

ITIE

S :

Sundry C

reditors (Refer N

ote 13 of schedule 18)2,972,868

138,264,958 A

dvances from C

ustomers

334,907 3,057,887

Other Liabilities

896,299 13,401,841

4,204,074154,724,686

Sch

edu

le 11P

RO

VIS

ION

S :

for Gratuity

- 1,832,263

for Leave Encashm

ent-

2,576,984 P

rovision For Taxation

3,098,944 -

3,098,944 4,409,247

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

ES

FO

RM

ING

PAR

T O

F T

HE

BA

LA

NC

E S

HE

ET

AS

AT

MA

RC

H 31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 87

88

Fo

r the Y

ear En

ded

Fo

r the Y

ear En

ded

March

31, 2011M

arch 31, 2010

Rs.

Rs.

Sch

edu

le 12O

PE

RA

TIN

G E

XP

EN

SE

S :

Rent to P

rasar Bharti

- 22,249,195

Royalty

- 87,595,155

Electricity expenses

- 13,031,797

Softw

are License Fees

- 3,571,626

Frequency allocation charges

- 1,241,000

Link charges-

1,067,762 O

ther Operating charges

- 4,711,294

-133,467,829

Sch

edu

le 13P

ER

SO

NN

EL

EX

PE

NS

ES

Salaries, W

ages and Bonus

2,074,253 126,749,212

Contribution to P

rovident Fund and O

ther Funds

95,039 6,289,170

Workm

en and Staff W

elfare Expenses

31,523 3,033,202

2,200,815 136,071,584

Sch

edu

le 14A

DM

INIS

TR

AT

ION

EX

PE

NS

ES

Electricity expenses

225,484 11,641,097

Rent

- 7,333,585

Traveling -

3,837,522 R

epair and Maintenance

- Others

- 2,952,410

Telephone 42,891

1,982,531 P

rovision for doubtful debts-

3,293,624 Legal and P

rofessional Charges

- 2,924,302

Vehicle R

unning and Maintenance

353,795 862,387

Insurance-

974,607 P

rinting and Stationery

17,695 834,308

Conveyance

- 627,647

Paym

ent to auditors-A

s Auditors

- -

Audit F

ee50,000

400,000 P

ostage and Telegram-

207,410 R

ates and Taxes-

16,970 Loss on sale of fixed assets (net)

- 1,303,616

Bad D

ebts Written off

- 1,037,235

Sundry O

ffice Expenses

64,624 4,684,230

754,489 44,913,481

Sch

edu

le 15M

AR

KE

TIN

G A

ND

BR

AN

DIN

G E

XP

EN

DIT

UR

EA

dvertisement and P

ublicity-

31,718,169 B

usiness Prom

otion-

1,237,793 -

32,955,962 S

ched

ule 16

OT

HE

R IN

CO

ME

Interest Income

Bank D

eposits (TD

S - R

s. Nil; P

revious Year - Rs. 242,102)

- 2,210,974

Intercorporate Deposits (T

DS

- Rs. N

il (Previous Year R

s. 2,560,829)-

15,816,364 Loans to E

mployees (T

DS

- Nil; P

revious Year - Nil)

- 93,015

Provision no longer required-w

ritten back-

333,780 -

18,454,133 S

ched

ule 17

FIN

AN

CIA

LE

XP

EN

SE

S :

Interest- O

n Term loans

- 32,897,404

- Others

177,578 63,057,055

Bank C

harges10,215

628,592 187,793

96,583,051

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

ES

FO

RM

ING

PAR

T O

F T

HE

PR

OF

IT A

ND

LO

SS

AC

CO

UN

T F

OR

TH

E Y

EA

R E

ND

ED

MA

RC

H 31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 88

89

Fo

r the Y

ear En

ded

Fo

r the Y

ear En

ded

March

31, 2011M

arch 31, 2010

Rs.

Rs.

Sch

edu

le 12O

PE

RA

TIN

G E

XP

EN

SE

S :

Rent to P

rasar Bharti

- 22,249,195

Royalty

- 87,595,155

Electricity expenses

- 13,031,797

Softw

are License Fees

- 3,571,626

Frequency allocation charges

- 1,241,000

Link charges-

1,067,762 O

ther Operating charges

- 4,711,294

-133,467,829

Sch

edu

le 13P

ER

SO

NN

EL

EX

PE

NS

ES

Salaries, W

ages and Bonus

2,074,253 126,749,212

Contribution to P

rovident Fund and O

ther Funds

95,039 6,289,170

Workm

en and Staff W

elfare Expenses

31,523 3,033,202

2,200,815 136,071,584

Sch

edu

le 14E

lectricity expen

ses225,484

11,641,097 R

ent-

7,333,585 Traveling

- 3,837,522

Repair and M

aintenance - O

thers-

2,952,410 Telephone

42,891 1,982,531

Provision for doubtful debts

- 3,293,624

Legal and Professional C

harges-

2,924,302 V

ehicle Running and M

aintenance353,795

862,387 Insurance

- 974,607

Printing and S

tationery 17,695

834,308 C

onveyance -

627,647 P

ayment to auditors

-As A

uditors-

- A

udit Fee

50,000 400,000

Postage and Telegram

- 207,410

Rates and Taxes

- 16,970

Loss on sale of fixed assets (net)-

1,303,616 B

ad Debts W

ritten off -

1,037,235 Less: already provided for

- -

Sundry O

ffice Expenses

64,624 4,684,230

754,489 44,913,481

Sch

edu

le 15M

AR

KE

TIN

G A

ND

BR

AN

DIN

G E

XP

EN

DIT

UR

EA

dvertisement and P

ublicity-

31,718,169 B

usiness Prom

otion-

1,237,793 -

32,955,962 S

ched

ule 16

OT

HE

R IN

CO

ME

Interest Income

Bank D

eposits (TD

S - R

s. Nil; P

revious Year - Rs. 242,102)

- 2,210,974

Intercorporate Deposits (T

DS

- Rs. N

il (Previous Year R

s. 2,560,829)-

15,816,364 Loans to E

mployees (T

DS

- Nil; P

revious Year - Nil)

- 93,015

Provision no longer required-w

ritten back-

333,780 -

18,454,133 S

ched

ule 17

FIN

AN

CIA

LE

XP

EN

SE

S :

Interest- O

n Term loans

- 32,897,404

- Others

177,578 63,057,055

Bank C

harges10,215

628,592 187,793

96,583,051

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

ES

FO

RM

ING

PAR

T O

F T

HE

PR

OF

IT A

ND

LO

SS

AC

CO

UN

T F

OR

TH

E Y

EA

R E

ND

ED

MA

RC

H 31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 89

90

Fo

r the Y

ear En

ded

Fo

r the Y

ear En

ded

M

arch 31, 2011

March

31, 2010R

s.

Rs.

A.

CA

SH

FL

OW

FR

OM

OP

ER

AT

ING

AC

TIV

ITIE

S

Profit/ (Loss) before Taxation

9,159,140 (184,113,644)

Ad

justm

ent fo

r :Loss on S

ale of Fixed A

ssets-

1,303,616 Interest E

xpense (net)187,793

78,128,916 D

epreciation / Am

ortisation133,539

107,253,324 P

rovision for doubtful debts3,293,624

Op

erating

Pro

fit /(Lo

ss) befo

re wo

rking

capital ch

ang

es9,480,472

5,865,836 In

crease / Decrease in

Wo

rking

Cap

ital(Increase) in S

undry Debtors

(790,637)(5,351,518)

(Increase) in Loans and Advances

(5,958,315)(15,671,107)

Increase in Current Liabilities

156,708 9,006,822

Increase/ (Decrease) in P

rovisions(187,793)

353,939 C

ash fro

m/ (u

sed in

) op

eration

s2,700,435

(5,796,028)Taxes P

aid (163,764)

(766,220)N

ET

CA

SH

FR

OM

/ (US

ED

IN) O

PE

RA

TIN

G A

CT

IVIT

IES

(A)

2,536,671 (6,562,248)

BC

AS

H F

LO

W F

RO

M IN

VE

ST

ING

AC

TIV

ITIE

SD

eletion/(Additions) to F

ixed Assets

- (2,058,999)

Proceeds from

Sale of F

ixed Assets

- 477,770

Interest Received

- 12,904,375

Fixed D

eposit with m

aturity period of more than three m

onths-

937,750 N

ET

CA

SH

FR

OM

INV

ES

TIN

G A

CT

IVIT

IES

(B)

- 12,260,896

CC

AS

H F

LO

W F

RO

M F

INA

NC

ING

AC

TIV

ITIE

SR

epayment of Loan - S

ecured-

(78,857,636)Loan taken- U

nsecured -

169,040,116 R

epayment of Loan - U

nsecured-

(21,673,123)Interest P

aid-

(67,144,279)

NE

T C

AS

H F

RO

M F

INA

NC

ING

AC

TIV

ITIE

S (C

)-

1,365,078

Net In

crease in C

ash an

d C

ash E

qu

ivalents (A

)+(B)+(C

)2,536,671

7,063,726

Cash and C

ash Equivalents at the beginning of the year

27,963,287 20,899,561

Less: Transfer pursuant to the scheme of arrangem

ent(26,427,521)

-C

ash and Cash E

quivalents at the end of the year4,072,437

27,963,287 N

et Increase in

Cash

and

Cash

Eq

uivalen

ts2,536,671

7,063,726 -

Cash and C

ash Equivalents (A

s per Schedule 8)

4,072,437 53,599,121

Less:- Fixed D

eposit with m

aturity period for more than three m

onths-

25,635,834 N

et Cash

and

Cash

Eq

uivalen

ts at the en

d o

f the Y

ear (As p

er no

tified A

S-3)

4,072,437 27,963,287

As per our report of even date

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WS

ynerg

y Med

ia En

tertainm

ent L

imited

Ch

artered A

ccou

ntan

ts

Per A

mit M

ajmu

dar

Directo

rD

irector

Partn

erM

embership N

o. 36656

Mum

baiM

ay 18 , 2011C

om

pany S

ecretary

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DC

AS

H F

LO

W S

TAT

EM

EN

T F

OR

TH

E Y

EA

R E

ND

ED

MA

RC

H 31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 90

91

SC

HE

DU

LE

18N

OT

ES

TO A

CC

OU

NT

S:

1.N

ature o

f Op

eration

sS

ynergy Media E

ntertainment Lim

ited ("the Com

pany") is acom

pany registered under the Com

panies Act, 1956. ("the

Act"). T

he Com

pany is engaged in the business of organiz-ing events.

2.S

chem

e of arran

gem

ent

a)T

he Com

any along with D

.B. C

rop Limited had filed the

Com

posite Schem

e of Dem

erger and Restructuring of

Share capital (‘the S

cheme’) w

ith the Hon’ble high

Court w

ith Judicature at Madhya P

radesh (“ Madhya

Pradesh

High

Court”)

and H

on’ble high

Court

with

Judicature at

Gujrat

(“Gujrat

High

Court”)

for the

demerger of R

adio division of SM

EL

and restructuring of share capital subsequently.T

he scheme w

as approved by Madhya P

radesh High

Court and G

ujrat High C

ourt vide their orders dated January 13, 2011 and January 17, 2011 respectively. T

he certified order copy of the Madhya P

radesh High

Court and G

ujrat High C

ourt dated January 29, 2011 and F

abruary 2, 2011 respectively ware field w

ith the R

egistrar of the Com

panies on Fabruary 15, 2011 and

Fabruary 16, 2011 respectively.

As

pre

scribe

d,

in

the

sch

em

e,

the

M

inistry

of

Information

and B

roadcasting.Governm

ent of

India accorded their approval vide letter N

o. 212/30(33)/2006-F

M(V

ol.II)/120 dated March 30,2011.

Accordingly, after the approval by the m

inistry of the Inform

ation and Broadcasting, G

overnment of India,

the Schem

e become effective on M

arch 30,2011 with

appointed date April 1,2010.

In accordance with the S

cheme, the assets and liabili

ties of radio division (net assete) of the company w

are transferred at their respective book values to D

.B. C

ropLim

ited and the deficit was debited to P

rofit and Loss account. F

urther, issued, subscribed and paid up equity share capital of the C

ompny w

as reduced by Rs.

398,842,500 proportionately

amongest

the equity

shareholders to Rs. 2,407,500. T

he credit arising on account of reduction of share capital and the debit balance of P

rofit and Loss account is adjusted against the S

ecurities Prem

ium account. T

he net assets transferred are as under.

Particu

larsA

mo

un

tA

mo

un

t

1.Transfer o

f assets and

liabilities

Assets tran

sferredF

ixed Assets

769,594,796 C

urrent Assets

369,561,1111,139,155,907

Liab

ilities transferred

Liabilities155,086,567

Secured loans

237,666,852U

nsecured loans646,383,134

1,039,136,553N

et Assets tran

sferred

(Deb

ited to

pro

fit and

loss)

100,019,354

3.S

tatemen

t of sig

nifican

t accou

ntin

g p

olicies

a)B

asis of P

reparation

The financial statem

ents have been prepared to com-

ply in

all m

aterial respects

with

the A

ccounting S

tan

da

rds

no

tified

b

y C

om

pan

ies

(Acco

un

ting

S

tandards) Rules, 2006, (as am

ended) and the relevant provisions of the A

ct. The financial statem

ents have been prepared under the historical cost conven-tion on an accrual basis. T

he accounting policies havebeen consistently applied by the C

ompany and are

consistent with those used in the previous year.

b)

Use o

f estimates

The preparation of financial statem

ents in conformity

with generally accepted accounting principles requires

managem

ent to make estim

ates and assumptions that

affect the reported amounts of assets and liabilities and

disclosure of contingent liabilities at the date of the financial statem

ents and the results of operations dur-ing the reporting period end. A

lthough these estimates

are based upon managem

ent's best knowledge of cur-

rent events and actions, actual results could differ from

these estimates.

c)F

ixed assets

Fixed

assets are

stated at

cost less

accumulated

depreciation and impairm

ent losses, if any. Cost com

-prises the purchase price and any attributable cost of bringing the asset to its w

orking condition for its intended use. B

orrowing costs relating to acquisition of fixed

assets w

hich takes

substantial period

of tim

e to

get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

d)

Dep

reciation

Depreciation is provided on S

traight Line Method at the

rates computed based on estim

ated useful life of the assets, w

hich are equal to the corresponding rates prescribed in S

chedule XIV

to the Act.

Leasehold Im

provements

are am

ortized over

the shorter of the estim

ated useful life of the asset or the lease term

.A

ssets costing individually below R

s. 5,000 are fully depreciated in the year of acquisition.

e)In

tang

ibles

On

e Time E

ntry F

ees (OT

EF

)O

ne time E

ntry Fees represent am

ount paid for acquiring licenses for new

radio stations and is amortised on

a Straight Line B

asis over a period of ten years com-

mencing from

the date on which the radio station

becomes operational.

f)E

xpen

ditu

re on

new

pro

jectsC

apital W

ork-in

-Pro

gress:

Expenditure directly relating to construction activity is

capitalized.

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

E F

OR

MIN

G PA

RT

OF

TH

E A

CC

OU

NT

S A

S A

T A

ND

FO

R T

HE

YE

AR

EN

DE

D M

AR

CH

31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 91

92

Pre-o

perative E

xpen

ditu

re:Indirect expenditure incurred during construction period iscapitalized under the respective asset-head as part of theindirect construction cost, to the extent to w

hich the expen-diture is indirectly related to the asset-head. O

ther indirectexpenditure incurred during the construction period, w

hichis not related to the construction activity or w

hich is not inci-dental thereto is w

ritten off in the profit and loss account.

Income earned during the construction period is deducted

from preoperative expenditure pending allocation.

g)

Impairm

ent

The carrying am

ounts of assets are reviewed at each bal-

ance sheet date if there is any indication of impairm

entbased on internal/external factors. A

n impairm

ent loss, ifany is recognized w

herever the carrying amount of an asset

exceeds its recoverable amount. T

he recoverable amount is

the greater of the assets net selling price and value in use.In assessing value in use, the estim

ated future cash flows

are discounted to their present value at the weighted aver-

age cost of capital.

h)

Leases

Wh

ere the C

om

pany is th

e lessee

Leases where the lessor effectively retains substantially all

the risks and benefits of ownership of the leased item

, areclassified as operating leases. O

perating lease payments

are recognized as an expense in the profit and loss accounton a straight-line basis over the lease term

.

i)R

evenu

e recog

nitio

nR

evenue is recognized to the extent that it is probable thatthe econom

ic benefits will flow

to the Com

pany and the rev-enue can be reliably m

easured.A

dvertisem

ent R

evenu

eR

evenue is recognized as and when advertisem

ent is airedand is disclosed net of discounts and service tax. E

vent R

evenu

eR

evenue is recognized once the related event is organizedand com

pleted.

Interest

Revenue is recognized on a tim

e proportion basis takinginto account the am

ount outstanding and the rate applica-ble.

j)F

oreig

n cu

rrency tran

saction

Initial R

ecog

nitio

nF

oreign currency

transactions are

recorded in

IndianR

upees by applying to the foreign currency amount, the

exchange rate between the Indian R

upee and the foreigncurrency prevailing at the date of the transaction.C

on

version

Foreign currency m

onetary items are reported using the

closing rate. Non-m

onetary items w

hich are carried in terms

of historical cost denominated in a foreign currency, are

reported using the exchange rate at the date of the trans-action; and non-m

onetary items w

hich are carried at fairvalue or other sim

ilar valuation denominated in a foreign

currency are reported using the exchange rates that exist-ed w

hen the values were determ

ined.

Exch

ang

e Differen

ces

Exchange differences arising on the settlem

ent of monetary

and non-monetary item

s at rates different from those at

which they w

ere initially recorded during the year, or report-ed

in previous

financial statem

ents, are

recognized as

income or as expense in the year in w

hich they arise. E

xchange differences

arising in

respect of

fixed assets

acquired from outside India before accounting period com

-m

encing on or after Decem

ber 7, 2006 are capitalized as apart of fixed asset.

k)R

etiremen

t and

oth

er emp

loyee b

enefits

Retirem

ent benefits in the form of provident fund are a

defined contribution

scheme

and the

contributions are

charged to the profit and loss account of the year when the

contributions to the respective funds are due. There are no

other obligations other than the contribution payable to therespective trusts.

Gratuity liability is a defined benefit obligation and is provid-

ed for on the basis of an actuarial valuation done as per pro-jected unit credit m

ethod, carried out by an independentactuary at the end of the year.

Short term

compensated absences are provided for based

on estimates. Long term

compensated absences are pro-

vided based on actuarial valuation carried out by an inde-pendent actuary at the end of the year. T

he actuarial valua-tion is done as per projected unit credit m

ethod.A

ctuarial gains/losses are imm

ediately taken to profit andloss account and are not deferred.

l)In

com

e taxesTax

expense com

prises current

tax and

deferred tax.

Current incom

e tax is measured at the am

ount expected tobe

paid to

the tax

authorities in

accordance w

ith the

Income-tax A

ct, 1961 enacted in India. Deferred incom

etaxes reflects the im

pact of current year timing differences

between taxable incom

e and accounting income for the

year and reversal of timing differences of earlier years.

Deferred tax is m

easured based on the tax rates and the taxlaw

s enacted or substantively enacted at the balance sheetdate. D

eferred tax assets are recognised only to the extentthat there is reasonable certainty that sufficient future tax-able incom

e will be available against w

hich such deferredtax

assets can

be realised.

In situations

where

theC

ompany has unabsorbed depreciation or carry forw

ard taxlosses, all deferred tax assets are recognised only if there isvirtual certainty supported by convincing evidence that theycan be realised against future taxable profits. A

t each Balance S

heet date, unrecognized deferred tax

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

E F

OR

MIN

G PA

RT

OF

TH

E A

CC

OU

NT

S A

S A

T A

ND

FO

R T

HE

YE

AR

EN

DE

D M

AR

CH

31, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 92

93

sales and transfers as if the sales or transfers were to

third parties at current market prices.

iii. A

llocation of comm

on costs:C

omm

on allocable costs are allocated to each segm

ent according to the relative contribution of each segm

ent to the total comm

on costs.

iv. S

egment P

olicies:T

he company prepares its segm

ent information in con-

formity w

ith the accounting polices adopted for prepar-ing

and presenting

the financial

statements

of the

Com

pany as a whole.

q)

Licen

se feesLicence fees are charged to revenue at the rate of 4%

ofgross revenue for the year or 10%

of Reserve O

ne Time

Entry F

ees (RO

TE

F) for the concerned city, w

hichever ishigher (R

OT

EF

means 2.5%

of highest valid bid in the city).G

ross Revenue is revenue on the basis of billing rates inclu-

sive of any taxes and without deduction of any discount

given to the advertiser and any comm

ission paid to adver-tising agencies.

Barter advertising contracts are included in the gross rev-

enue on the basis of relevant billing rates

4.Term

loan

s con

sist of:

assets of earlier years are re-assessed and recognized tothe extent that it has becom

e reasonably certain or virtuallycertain, as the case m

ay be, that future taxable income w

illbe available against w

hich such Deferred Tax A

ssets can berealized. T

he carrying amount of deferred tax assets are

reviewed at each balance sheet date. T

he Com

pany writes-

down the carrying am

ount of a deferred tax asset to theextent that it is no longer reasonably certain or virtually cer-tain, as the case m

ay be, that sufficient future taxableincom

e will be available against w

hich deferred tax assetcan be realised.

m)

Pro

vision

Aprovision is recognized w

hen an enterprise has a presentobligation as a result of past event; it is probable that an out-flow

of resources will be required to settle the obligation and

in respect

of w

hich a

reliable estim

ate can

be m

ade.P

rovisions are not discounted to its present value and aredeterm

ined based on best estimate required to settle the

obligation at the balance sheet date. These are review

ed ateach balance sheet date and adjusted to reflect the currentbest estim

ates.

n)

Earn

ing

s per sh

areB

asic earnings per share are calculated by dividing the netprofit or loss for the year attributable to equity shareholders(after

deducting preference

dividends and

attributabletaxes, if any) by the w

eighted average number of equity

shares outstanding during the year. The w

eighted averagenum

ber of equity shares outstanding during the year isadjusted for events of bonus issue; bonus elem

ent in arights

issue to

existing shareholders;

share split;

andreverse share split (consolidation of shares), if any.

For the purpose of calculating diluted earnings per share,

the net profit or loss for the year attributable to equity share-holders and the w

eighted average number of shares out-

standing during the year are adjusted for the effects of alldilutive potential equity shares.

O)C

ash an

d cash

equ

ivalents

Cash and C

ash equivalents in the cash flow statem

ent com-

prise cash at bank and in hand and short term investm

entsw

ith an original maturity of three m

onths or less.

p)

Seg

men

t info

rmatio

ni.

Identification of Segm

ents:T

he Com

pany's operating businesses are organized and m

anaged separately according to the nature of services provided, w

ith each segment representing a

strategic business unit that offers different products and serves different m

arkets. The C

ompany sells its

services within India w

ith insignificant export income

and does not have any operations in economic envi

ronments w

ith different risks and returns hence, it is considered

operating in

a single

geographical seg

ment.

ii. Inter segm

ental Transfers

The

Com

pany generally

accounts for

intersegment

Particu

larsR

up

ee Term L

oan

sM

arch 31, 2011M

arch 31, 2010J&

K B

ank Limited (N

ote 1)N

il141,515,360

Corporation B

ank Limited (N

ote 2)N

il96,151,492

Total

Nil

237,666,852

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

E F

OR

MIN

G PA

RT

OF

TH

E A

CC

OU

NT

S A

S A

T A

ND

FO

R T

HE

YE

AR

EN

DE

D M

AR

CH

31, 2011

No

te 1: T

he Term Loan is secured by:

Hypothecation of plant and m

achinery including equipments

and studio, furniture and fixtures and other movables of the

Com

pany at all its locations, being pari passu first chargew

ith other bank.

No

te 2:T

he Term Loan is secured by:

Hypothecation of all types of receivables and others current

assets of the Com

pany. First P

ari-Passu C

harge on allassets

including com

mon

transmission

infrastructures,transm

itters, furniture, fixture and other equipments (both

present and future) of the Com

pany. Corporate G

uaranteeof

Writers

and P

ublishers P

rivate Lim

ited and

personalguarantees of all directors of the C

ompany viz., M

r. Sudhir

Agarw

al, Mr. G

irish Agarw

al and Mr. P

awan A

garwal.

5.T

he

C

om

pan

y is

en

ga

ge

d

in

the

b

usin

ess

of

Eve

nt

Managem

ent which is considered to constitute on single pri-

mary

segment

in the

context of

Notified

Accounting

Standard 17 S

egmental R

eporting issued by the Central

Governm

ent. There are no geographical reportable seg-

ments since the C

ompany caters to the Indian m

arket onlyand does not distinguish any reportable regions w

ithin India.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 93

94

10.E

arnin

gs p

er share

Particu

larsM

arch 31, 2011

March

31, 2010

i)Profit/ (Loss) for the year (R

s.)6,000,438

(184,113,644)ii) W

eighted average number of E

quity S

hares outstanding for Basic E

PS

240,75040,125,000

iii) Basic E

arnings per share ( Rs.)

24.92(4.59)

iv) Weighted average num

ber of Equity

Shares outstanding for D

iluted EP

S240,750

40,125,000v) D

iluted Earnings per share ( R

s.)24.92

(4.59)vi) N

ominal value of shares (R

s.)10

10

9.A

dd

ition

al info

rmatio

n p

ursu

ant to

the p

rovisio

ns o

fparag

raph

s 3, 4B, 4C

, 4D o

f Part II o

f the S

ched

ule V

I of

the A

ctN

ote: As the liabilities for gratuity and leave encashm

ent are

provided on an actuarial basis for the Com

pany as a whole,

the amounts pertaining to the C

hief Operating O

fficer arenot included above.

12.F

ixed d

epo

sitsC

ash and bank includes fixed deposits having maturity peri-

od of more than three m

onths amounting R

s.N

il (Previous

year Rs.

25,635,834).13.

Dues to M

icro and Sm

all Enterprises

The C

ompany has sent a request to its suppliers for confir-

mation

of their

status under

Micro,

Sm

all and

Medium

Enterprises D

evelopment A

ct, 2006. Pending responses

from the suppliers, the disclosures have not been m

ade.14.

Previous year com

parativesP

revious year's figures have been regrouped / rearrangedw

here necessary to conform to this year classification.

a) Exp

end

iture in

foreig

n cu

rrency (o

n accru

al basis)

Particu

larsM

arch 31, 2011

March

31, 2010R

s.R

s.A

dvertisement and P

ublicityN

ilN

ilP

rogramm

ing Expenses

(Audio C

D's )

Nil

59,519

6.(a) R

elated parties d

isclosu

reR

elated party

disclosures, as

required by

A

ccountingS

tandard 18 - "Related P

arty Disclosures" notified by the

Com

panies (A

ccounting S

tandards) R

ules, 2006,

(asam

ended) are given below:

7.L

easesR

ental expenses in respect of operating leases are recog-nized as an expense in the profit and loss account, on astraight-line basis over the lease term

.O

perating lease (for assets taken on lease) a)

The C

ompany has taken various residential and offices

under operating lease agreements. T

hese are generally renew

able by mutual consent;

b)Lease paym

ents for the year are Rs. N

il (Previous year

Rs. 29,582,780);

c)T

he future minim

um lease paym

ents under non-cancelable operating leases;

�not later than one year is R

s. Nil (P

revious year Rs.

26,493,142)�

Later than one year but not later than five years is Rs.

Nil (P

revious year Rs. 110,241,154)

�Later than five years R

s.Nil (P

revious year Rs.

76,388,735)d

)T

here are no restrictions imposed in these lease agree

ments. T

here are no sub leases.8.

Co

ntin

gen

t liabilities n

ot p

rovid

ed fo

rG

uarantees issued by bank on behalf of the Com

pany: Rs.

Nil (P

revious year Rs. 16,392,375).

Particulars

Related P

arty

Holding C

ompany

D. B

. Corp Lim

itedFellow

Subsidiary C

ompany

I Media C

orp Limited

Key M

anagement P

ersonnel- S

hri Sudhir A

garwal, D

irector (SA

)- S

hri Girish A

garwal, D

irector (GA

)- S

hri Paw

an Agarw

al, Director (PA

)R

elatives of key managem

ent personnel

- Shri R

amesh C

handra Agarw

al (RC

A)

- Sm

t. Kasturi D

evi Agarw

al (KD

A)

- Sm

t. Jyoti Sudhir A

garwal (JS

A)

- Sm

t. Nam

ita Girish A

garwal (N

GA

)- S

mt. N

ikita Paw

an Agarw

al (NPA

)

Enterprises ow

ned or significantly influenced by key m

anagement

personnel or their relatives- W

riters & P

ublishers Private Lim

ited (W

.P.L.) - B

hasker Multinet Lim

ited-

India Interactive Technologies Lim

ited (I.I.T.L.)

11.M

anag

erial Rem

un

eration

Particu

larsM

arch 31, 2011

March

31, 2010R

s.R

s.S

alariesN

il5,109,572

Perquisites

Nil

1,849,310C

ontribution to provident fundN

il208,320

Nil

7,167,202

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

DS

CH

ED

UL

E F

OR

MIN

G PA

RT

OF

TH

E A

CC

OU

NT

S A

S A

T A

ND

FO

R T

HE

YE

AR

EN

DE

D M

AR

CH

31, 2011

As per our report of even date

Fo

r S.R

. Batlib

oi &

Asso

ciatesF

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm R

egistratio

n N

um

ber.: 101049W

Syn

ergy M

edia E

ntertain

men

t Lim

itedC

hartered

Acco

un

tants

per A

mit M

ajmu

dar

Directo

r D

irector

Partn

erM

embership N

o. 36656

Mum

baiM

ay 18, 2011C

om

pany S

ecretary

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 94

95

SYNERGY MEDIA ENTERTAINMENT LIMITEDSCHEDULE FORMING PART OF THE ACCOUNTS AS AT MARCH 31, 2011

6. (b) Related Parties DisclosureTransactions with Related Parties are given below :

Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10

D.B. Corp Limited - - - 209,511,956 - - - 7,377,047 - 20,641,182 - - - (645,241,014)- - - (33,823,285) - (63,057,055) - - - - - - - -

I Media Corp Limited - - - - - - - - - 137,387 - 1,575,934 - 478,476 - - - - - - - - - - - - - -

Writers & PublishersPrivate Limited - - - - - - - - - - - - - -

- - - - - - - - - - - - - - Bhaskar Multinet Ltd. - 13,255,534 - - - 15,816,364 - - - 471,731 - - - 138,880,161

- - - - - - - - - - - - - - India Interactive Technologies Limited - - - - - - - - - - - - - -

- - - - - - - - - - - - - -

Note:For the personal Guarantees given by the directors for the Term Loans taken by the Company, refer note 4 of Schedule 18

Related Party Name Loan/Advance Given Loan/Advance Taken Receiving of Services/ Amount Outstanding (net)

(Repaid) (Repaid) (Interest Received (Paid) Revenue Purchases Recovery of Expenses Debit / (Credit)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 95

96

BA

LA

NC

E S

HE

ET

AB

ST

RA

CT

AN

D C

OM

PAN

Y'S

GE

NE

RA

LB

US

INE

SS

PR

OF

ILE

1.Reg

istration

Details :

Registration N

o. : 018039

State C

ode : 10

Balance S

heet Date :

31-03-2011D

ate of Incorporation : 17-10-2005

2.Cap

ital Raised

du

ring

the year (A

mo

un

t in R

s. T

ho

usan

d)

Public Issue

NIL

Rights Issue

NIL

Bonus Issue

NIL

Private P

lacement

NIL

3.Po

sition

of M

ob

ilisation

and

Dep

loym

ent o

f Fu

nd

s (Am

ou

nt in

R

s. T

ho

usan

d)

Total LiabilitiesR

s.

16,145Total A

ssets R

s.

16,145

4.So

urces o

f Fu

nd

s (Am

ou

nt in

R

s. T

ho

usan

d)

Paid up C

apital R

s.

2,408R

eserves and Surplus

Rs.

6,374S

ecured Loans N

ILU

nsecured Loans NIL

Deferred Tax Liability

NIL

5.Ap

plicatio

n o

f Fu

nd

s (Am

ou

nt in

R

s. T

ho

usan

d)

Net F

ixed Assets

Rs.

983Investm

ents N

ILN

et Current A

ssets R

s.

7,858M

isc. Expenses

NIL

Accum

ulated Losses N

IL

6.Perfo

rman

ce of C

om

pany (A

mo

un

t in R

s. T

ho

usan

ds)

Turnover (include other income)

Rs.

23,836Total E

xpenditure R

s.

14,678P

rofit / (Loss) Before tax

Rs.

9,159P

rofit/(Loss) After Tax

Rs.

6,000E

arning per share in Rs.

Rs.

24.92D

ividend Rate %

N

A

7.Gen

eric Nam

e of P

rincipal P

rod

uct / S

ervice of C

om

pany

Item C

ode No. (IT

C C

ode)N

AP

roduct Description

NA

Fo

r and

on

beh

alf of th

e Bo

ard

Mum

bai M

ay 18 2011D

irector

Directo

r

SY

NE

RG

YM

ED

IAE

NT

ER

TAIN

ME

NT

LIM

ITE

D

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 96

97

Dear S

hareh

old

ers,

The D

irectors have pleasure in presenting the Fifth A

nnual Report and

the Audited S

tatement of A

ccounts of the company for the Year E

nded31st M

arch, 2011.

FIN

AN

CIA

LH

IGH

LIG

HT

S :

The financial results of the C

ompany for the year ended 31st M

arch,2011 are as under:

(in Rs.)

RE

VIE

W O

F P

ER

FO

RM

AN

CE

:

The com

pany is operating internet and mobile interactive services and

also e-papers are provided by the company in com

bine look of the print-ed versions w

ith the interactivity of the web and this netw

ork technologyprovides a w

ide spectrum to the advertisers for prom

oting their productsand services on the w

ebsites, for reaching different types of audienceand also to track the grow

th.

Besides, the com

pany's SM

S portal services provides interactive activi-

ties and information consisting of new

s, entertainment, sports, and

weather reports on a subscription basis, in both E

nglish and Hindi.

FU

TU

RE

PR

OS

PE

CT

S :

The

company

has local

content, custom

er relationships,

news

andadvertising sales force and the prom

otional vehicle in place and allthese are potential to strategically avail the advantages of offering pack-aged advertising products to cater to the need of advertisers.

All the editions of D

ainik Bhaskar and D

ivya Bhaskar are available

online and going forward, considering fast penetration of internet ser-

vices across the country, the company is ready to expand in this area

whenever m

arket so demands. C

onsidering the increasing demand, the

company has trem

endous potential for growth in its chosen areas of

business.

DIV

IDE

ND

:

In view of the absence of any profits for the year under review

, the

Particu

lars2010-11

2009-10

Inco

me

30,366,260 21,816,067

Exp

end

iture

121,879,004 79,496,700

Pro

fit/(Lo

ss) for th

e year

befo

re tax(91,512,744)

(57,680,633)

Less: Deferred tax Liability/

--

(Assets) F

ringe Benefit Tax

--

Pro

fit /(Lo

ss) after tax(91,512,744)

(57,680,633)

Balance B

ought forward from

previous year(180,918,078)

(12,32,37,445)

Balance carried forw

ard to

Balance sheet

(272,430,822)(180,918,078)

Directors refrain from

recomm

ending any dividend for the year ended31st M

arch, 2011.

ISS

UE

OF

3,50,000 CO

MP

UL

SO

RY

CO

VE

RT

IBL

E

DE

BE

NT

UR

ES

(CC

D'S

):

During

the year

under review

3,50,000

Com

pulsory C

onvertibleD

ebentures (CC

D's) of R

s. 1,000/- each were issued on 24th January,

2011 to D. B

. Corp Lim

ited, the holding Com

pany on such terms and

conditions mentioned in D

ebenture Subscription A

greement

DIR

EC

TOR

AT

E :

In term

s of

the Articles

of Association

of the

company,

Mrs.

JyotiA

garwal, D

irector of the company, retires by rotation at the forthcom

ingA

nnual General M

eeting and being eligible, offers herself for re-appoint-m

ent.

STA

TU

TOR

YA

UD

ITOR

S :

M/s S

. R. B

atliboi & A

ssociates., Chartered A

ccountants, Mum

bai, theS

tatutory Auditors of the com

pany, will retire at the conclusion of the

forthcoming A

nnual General M

eeting of the Com

pany and being eligible,they offer them

selves to hold office as auditors from the conclusion of

the ensuing Annual G

eneral meeting until the conclusion of the next

Annual G

eneral Meeting of the C

ompany.

AU

DITO

RS

RE

PO

RT

:

The A

uditors' Report read w

ith notes to accounts is self-explanatory andhence, needs no further clarification.

PU

BL

IC D

EP

OS

ITS

:

The C

ompany has not invited and/ or accepted any deposits, w

ithin them

eaning of Section 58-A

of the Com

panies Act,1956, read w

ith theC

ompanies (A

cceptance of Deposits) R

ules,1975 made there under.

INT

ER

NA

LC

ON

TR

OL

SY

ST

EM

:

The C

ompany's internal control system

is comm

ensurate with the nature

and size of its business. The C

ompany has w

ell documented proce-

dures for functional areas, which address the internal controls ade-

quately.

PAR

TIC

UL

AR

S R

EG

AR

DIN

G C

ON

SE

RVA

TIO

N O

F

EN

ER

GY, T

EC

HN

OL

OG

YA

BS

OR

PT

ION

AN

D F

OR

EIG

NE

XC

HA

NG

E E

AR

NIN

GS

AN

D O

UT

GO

:

Since IM

CL

does not own any m

anufacturing facility the other particu-lars relating to conservation of energy and technology absorption asstipulated in the C

ompanies (D

isclosure of Particulars in the R

eport ofthe B

oard of Directors) R

ules, 1988 are not applicable.

SE

CR

ETA

RIA

LC

OM

PL

IAN

CE

CE

RT

IFIC

AT

E :

Pursuant to the proviso to S

ection 383A(1) of the C

ompanies A

ct, 1956read

with

the C

ompanies

(Com

pliance C

ertificate) R

ules, 2001,

aS

ecretarial Com

pliance Certificate, is attached to this R

eport.

I ME

DIA

CO

RP

LIM

ITE

DD

IRE

CTO

RS

' RE

PO

RT

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 97

98

them consistently and m

ade judgments and estim

ates that are rea-sonable and prudent so as to give a true and fair view

of the stateof affairs of the com

pany at the end of the financial year and of theprofit of the com

pany for the year under review;

3.the directors had taken proper and sufficient care for the m

ainte-nance of adequate accounting records in accordance w

ith the pro-visions of C

ompanies A

ct, 1956 for safeguarding the assets of thecom

pany and for preventing and detecting frauds and other irregu-larities

4.the directors had prepared the annual accounts for the financialyear ended 31st M

arch, 2011 on a "going concern" basis;

AC

KN

OW

LE

DG

EM

EN

T :

Directors w

ish to express their grateful appreciation for the assistanceand co-operation to the valued custom

ers, suppliers, bankers, andfinancial institutions for their continued support, co-operation and guid-ance. D

irectors also wish to thank the em

ployees and executives at alllevels for their invaluable contribution.

HU

MA

N R

ES

OU

RC

E &

IND

US

TR

IAL

RE

LA

TIO

NS

:

Directors of the C

ompany w

ould like to place on record their deepappreciation for all em

ployees, at all levels, for their relentless service.D

uring the year under review, the industrial relations have been very

cordial.

None of the em

ployees of the company are covered under the provi-

sions of

Section

217(2A)

of the

Com

panies A

ct, 1956,

read w

ithC

ompanies (P

articulars of Em

ployees) Rules, 1975, as am

ended.

DIR

EC

TOR

S' R

ES

PO

NS

IBIL

ITY

STA

TE

ME

NT

:

Pursuant to the requirem

ent under Section 217(2A

A) of the C

ompanies

Act, 1956 w

ith respect to Directors' R

esponsibility Statem

ent, it is here-by confirm

ed:

1.in the preparation of the annual accounts, the applicable account-ing standards have been follow

ed;2.

the directors had selected such accounting policies and applied

Place: M

umbai

Dated: M

ay 18, 2011

By O

rder o

f the B

oard

Director

Director

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 98

99

To

Th

e Mem

bers o

f I Med

ia Co

rp L

imited

1.W

e have audited the attached Balance S

heet of I Media C

orpLim

ited ('the Com

pany') as at March 31, 2011 and also the P

rofitand Loss account and the C

ash Flow

Statem

ent for the yearended on that date annexed thereto. T

hese financial statements

are the responsibility of the Com

pany's managem

ent. Our respon-

sibility is to express an opinion on these financial statements

based on our audit.

2.W

e conducted our audit in accordance with auditing standards

generally accepted in India. Those standards require that w

e planand

perform

the audit

to obtain

reasonable assurance

aboutw

hether the financial statements are free of m

aterial misstatem

ent.A

n audit includes examining, on a test basis, evidence supporting

the amounts and disclosures in the financial statem

ents. An audit

also includes assessing the accounting principles used and signif-icant estim

ates made by m

anagement, as w

ell as evaluating theoverall financial statem

ent presentation. We believe that our audit

provides a reasonable basis for our opinion.

3.A

s required by the Com

panies (Auditor's R

eport) Order, 2003 (as

amended) ('the O

rder') issued by the Central G

overnment of India

in terms of sub-section (4A

) of Section 227 of the C

ompanies A

ct,1956 ('the A

ct'), we enclose in the A

nnexure a statement on the

matters specified in paragraphs 4 and 5 of the said O

rder.

4.F

urther to our comm

ents in the Annexure referred to above, w

ereport that:i.

We have obtained all the inform

ation and explanations, which

to the best of our knowledge and belief w

ere necessary for the purposes of our audit;

ii.In our opinion, proper books of account as required by law

have been kept by the C

ompany so far as appears from

our exam

ination of those books;iii.

The balance sheet, profit and loss account and cash flow

statem

ent dealt with by this report are in agreem

ent with the

books of account;iv.

In our opinion, the balance sheet, profit and loss account andcash flow

statement dealt w

ith by this report comply w

ith the accounting standards referred to in sub-section (3C

) of section 211 of the A

ct;v.

On the basis of the w

ritten representations received from the

directors, as on March 31, 2011, and taken on record by the

Board of D

irectors, we report that none of the directors is dis

qualified as on March 31, 2011 from

being appointed as a director in term

s of clause (g) of sub-section (1) of section 274 of the A

ct;vi.

In our opinion and to the best of our information and accord

ing to the explanations given to us, the said accounts give theinform

ation required by the Act, in the m

anner so required and give a true and fair view

in conformity w

ith the accounting principles generally accepted in India;a)

in the case of the balance sheet, of the state of affairs of the C

ompany as at M

arch 31, 2011; b)

in the case of the profit and loss account, of the loss forthe year ended on that date; and

c)in the case of cash flow

statement, of the cash flow

s forthe year ended on that date.

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

irm reg

istration

nu

mb

er: 101049W

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

Partn

erM

embership N

o.: 36656

Mum

baiM

ay 18, 2011

An

nexu

re referred to

in parag

raph

3 of o

ur rep

ort o

feven

date R

e: I Med

ia Co

rp L

imited

('the C

om

pany')

(i)(a)

The C

ompany has m

aintained adequate records showing full

particulars, including quantitative details and situatio

n

of

fixed assets.

(b)A

ll fixed assets have not been physically verified by the man

agement during the year but there is a regular program

me of

verification which, in our opinion, is reasonable having regard

to the size of the Com

pany and the nature of its assets. No

material discrepancies w

ere noticed on such verification.

(c)T

here was no substantial disposal of fixed assets during the

year.

(ii)T

he Com

pany does not have any inventory and therefore clauses4(ii)(a), 4(ii)(b) and 4(ii)(c) of the O

rder are not applicable to theC

ompany.

(iii)(a)

According to the inform

ation and explanation given to us, theC

ompany has not granted any loans, secured or unsecured

to companies, firm

s or other parties covered in the register m

aintained under section 301 of the Act. A

ccordingly clauses 4(iii)(b),

4(iii)(c) and

4(iii)(d) are

not applicable

to the

Com

pany.

(b)T

he Com

pany had taken loan from one com

pany covered inthe register m

aintained under section 301 of the Act. T

he m

aximum

am

ount involved

during the

year w

as

Rs.

350,000,000 and the year-end balance of loans taken from

such party was R

s. 350,000,000.

(c)In our opinion and according to the inform

ation and explanations given to us, the rate of interest and other term

s and conditions for such loan are not prim

a facie prejudicial to the interest of the C

ompany.

(d)In respect of loans taken, repaym

ent of the principal amount

is as stipulated and payment of intrest has been regular.

(iv)In our opinion and according to the inform

ation and explanations given to us, there is an adequate internal control systemcom

mensurate w

ith the size of the Com

pany and the nature of itsbusiness, for the purchase of fixed assets and for the sale of ser-vices. D

uring the course of our audit, no major w

eakness hasbeen noticed in the internal control system

in respect of these

I ME

DIA

CO

RP

LIM

ITE

DA

ud

itors' R

epo

rt

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 99

100

(xi)B

ased on our audit procedures and as per the information and

explanations given by the managem

ent, we are of the opinion that

the Com

pany has not defaulted in repayment of dues to bank or

debenture holders.

(xii) A

ccording to the information and explanations given to us and

based on

the docum

ents and

records produced

to us,

theC

ompany has not granted loans and advances on the basis of

security by way of pledge of shares, debentures and other securi-

ties.

(xiii) In our opinion, the C

ompany is not a chit fund or a nidhi / m

utualbenefit fund / society. T

herefore, the provisions of clause 4(xiii) ofthe O

rder are not applicable to the Com

pany.

(xiv) In our opinion, the C

ompany is not dealing in or trading in shares,

securities, debentures and other investments. A

ccordingly, theprovisions of clause 4(xiv) of the O

rder are not applicable to theC

ompany.

(xv) A

ccording to the information and explanations given to us, the

Com

pany has not given any guarantee for loans taken by othersfrom

bank or financial institutions.

(xvi) The C

ompany did not have any term

loans outstanding during theyear.

(xvii) According to the inform

ation and explanations given to us and onan overall exam

ination of the balance sheet of the Com

pany, we

report that no funds raised on short-term basis have been used for

long-term investm

ent.

(xviii) The C

ompany has not m

ade any preferential allotment of shares

to parties or companies covered in the register m

aintained undersection 301 of the A

ct.

(xix) The C

ompany has unsecured debentures outstanding during the

year on which no security or charge is required to be created.

(xx)T

he Com

pany has not raised any money through public issue.

(xxi) Based upon the audit procedures perform

ed for the purpose ofreporting the true and fair view

of the financial statements and as

per the information and explanations given by the m

anagement,

we report that no fraud on or by the C

ompany has been noticed or

reported during the course of our audit.

Fo

r S. R

. Batlib

oi &

Asso

ciatesF

irm reg

istration

nu

mb

er: 101049W

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

Partn

er M

embership N

o.: 36656

Mum

baiM

ay 18, 2011

areas. During the course of our audit, w

e have not observed anycontinuing failure to correct m

ajor weakness in internal control sys-

tem of the C

ompany.

(v)(a)

According to the inform

ation and explanations provided by the m

anagement, w

e are of the opinion that the particulars of contracts or arrangem

ents referred to in section 301 of the A

ct that need to be entered into the register maintained under

section 301 have been so entered.

(b)In respect of transactions m

ade in pursuance of such contracts or arrangem

ents exceeding value of Rupees five lakhs

entered into during the financial year, because of the unique and specialized nature of the item

s involved and absence of any com

parable prices, we are unable to com

ment w

hether the transactions w

ere made at prevailing m

arket prices at the relevant tim

e.

(vi)T

he Com

pany has not accepted any deposits from the public.

(vii)In our opinion, the C

ompany has an internal audit system

com-

mensurate w

ith the size and nature of its business.

(viii)To

the best

of our

knowledge

and as

explained, the

Central

Governm

ent has

not prescribed

maintenance

of cost

recordsunder clause (d) of sub-section (1) of section 209 of the A

ct for theservices of the C

ompany.

(ix)(a)

The

Com

pany is

regular in

depositing w

ith appropriate

authorities undisputed

statutory dues

including provident

fund, employees' state insurance, incom

e-tax, service tax, custom

s duty, cess and other material statutory dues appli

cable to it. The provisions relating to investor education and

protection fund, wealth-tax, sales-tax and excise duty are not

applicable to the Com

pany. F

urther, since the Central G

overnment has till date not pre

scribed the amount of cess payable under section 441 A

of the A

ct, we are not in a position to com

ment upon the regu

larity or otherwise of the C

ompany in depositing the sam

e.

(b)A

ccording to the information and explanations given to us, no

undisputed amounts payable in respect of provident fund,

employees' state insurance, incom

e-tax, service tax, customs

duty, cess and other undisputed statutory dues were out

standing, at the year end, for a period of more than six

months from

the date they became payable. T

he provisions relating to investor education and protection fund, w

ealth-tax,sales-tax and excise duty are not applicable to the C

ompany.

(c)A

ccording to the information and explanation given to us,

there are no dues of income tax, service tax, custom

s duty and cess w

hich have not been deposited on account of any dispute.T

he provisions relating to investor education and protection fund, w

ealth-tax, sales-tax and excise duty are not applicable to the C

ompany.

(x)T

he Com

pany has been registered for a period of less than fiveyears and hence w

e are not required to comm

ent on whether or

not the accumulated losses at the end of the financial year are fifty

per cent or more of its net w

orth and whether it has incurred cash

losses in such financial year and in the imm

ediately precedingfinancial year.

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 100

101

I Med

ia Co

rp L

imited

Balan

ce Sh

eet as at March

31, 2011

Sch

edu

lesA

s At

As A

t M

arch 31, 2011

March

31, 2010R

s.

Rs.

SO

UR

CE

S O

F F

UN

DS

Sh

areho

lders' F

un

dS

hare capital1

10,500,000 10,500,000

Lo

an fu

nd

sD

ebentures2

350,000,000-

Unsecured loan from

the holding company

- 200,728,007

Deferred tax liabilities (net) (R

efer Note 8 of S

chedule 14)-

-

Total

360,500,000 211,228,007

AP

PL

ICA

TIO

N O

F F

UN

DS

Fixed

assets3

Gross block

41,310,377 39,777,838

Less: Accum

ulated depreciation15,896,459

11,187,916

Net b

lock

25,413,918 28,589,922

Cu

rrent assets, lo

ans an

d ad

vances

Sundry debtors

410,153,635

12,797,348 C

ash and bank balances5

65,265,436 3,432,637

Loans and advances6

5,911,176 4,560,034

(A)

81,330,247 20,790,019

Less: C

urren

t liabilities an

d p

rovisio

ns

Current liabilities

717,208,328

18,430,635 P

rovisions8

1,466,659 639,377

(B)

18,674,987 19,070,012

Net C

urren

t Assets

(A-B

)62,655,260

1,720,007

Pro

fit and

loss acco

un

t272,430,822

180,918,078

Total

360,500,000 211,228,007

No

tes to acco

un

ts14

The S

chedules referred to above and notes to accounts form an integral part of the balance sheet.

As per our R

eport of even date

Fo

r S.R

. Batlib

oi &

Asso

ciatesF

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WI M

edia C

orp

Lim

itedC

hartered

Acco

un

tants

per A

mit M

ajmu

dar

Directo

rD

irector

Partn

erM

embership N

o.: 36656

Mum

baiM

ay 18, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 101

102

I Med

ia Co

rp L

imited

Pro

fit and

loss acco

un

t for th

e year end

ed M

arch 31, 2011

Sch

edu

lesF

or th

e year end

ed

Fo

r the year en

ded

M

arch 31, 2011

March

31, 2010R

s.

Rs.

INC

OM

ES

ales28,626,294

21,200,135

Other incom

e9

1,739,966 615,932

Total

30,366,260 21,816,067

EX

PE

ND

ITU

RE

Operating and other expenses

10 11,580,351

7,304,351

Personnel expenses

1145,964,758

24,373,162

Adm

inistration and Selling expenses

1235,863,277

22,831,678

Depreciation

34,708,543

4,560,959

Financial expenses

1323,762,075

20,426,550

Total

121,879,004 79,496,700

Lo

ss befo

re tax(91,512,744)

(57,680,633)

Pro

vision

for Taxatio

nC

urrent Tax-

-

Deferred Tax (R

efer Note 8 of S

chedule 14)-

-

- -

Loss for the year(91,512,744)

(57,680,633)(Loss) brought forw

ard from the previous year

(180,918,078)(123,237,445)

Balance carried to balance sheet

(272,430,822)(180,918,078)

Earnings per share (R

efer Note 5 of S

chedule 14)

Basic and D

iluted(87.15)

(54.93)

Nom

inal Value per share

10 10

No

tes to acco

un

ts14

The S

chedules referred to above and notes to accounts form an integral part of the profit and loss account.

As per our R

eport of even date

Fo

r S.R

. Batlib

oi &

Asso

ciatesF

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WI M

edia C

orp

Lim

itedC

hartered

Acco

un

tants

per A

mit M

ajmu

dar

Directo

rD

irector

Partn

erM

embership N

o.: 36656

Mum

baiM

ay 18, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 102

103

I Media Corp LimitedSchedules forming part of the balance sheet as at March 31, 2011

As at As atMarch 31, 2011 March 31, 2010

Rs. Rs.

Schedule 1: Share capitalAuthorised capital5,000,000 (Previous year: 5,000,000) equity shares of `10 each 50,000,000 50,000,000

Issued, subscribed and paid-up capital1,050,000 (Previous year: 1,050,000) equity shares of Rs.10 each fully paid up 10,500,000 10,500,000 Of the above, 577,500 (Previous year: 577,500) shares are held by D.B. Corp Limited, the Holding Company.

10,500,000 10,500,000 Schedule 2: Unsecured loans350,000 (Previous year: Nil) 0% unsecured compulsorily convertible debentures of `1,000 each reedemable at the end of five years from the date of allotment, viz, date, or earlier, but not before the end of three years from the date of allotment

350,000,000 -

350,000,000 - Schedule 3: Fixed assets

Assets Gross block Depreciation Net blockAs at Additions Deletions/ As at As at For the Deletions/ As at As at As at

1-Apr-10 Adjustments 31-Mar-11 1-Apr-10 Year Adjustments 31-Mar-11 31-Mar-11 31-Mar-10Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Leasehold improvements 2,566,018 - - 2,566,018 1,427,395 853,815 - 2,281,210 284,808 1,138,623

Computers 14,733,895 1,079,573 - 15,813,468 6,231,720 2,535,677 - 8,767,397 7,046,071 8,502,175

Furniture and fixtures 14,422,518 162,421 - 14,584,939 2,855,271 921,458 - 3,776,729 10,808,210 11,567,247

Office equipments 8,055,407 290,545 - 8,345,952 673,530 397,593 - 1,071,123 7,274,829 7,381,877

Total 39,777,838 1,532,539 - 41,310,377 11,187,916 4,708,543 - 15,896,459 25,413,918 28,589,922

Previous Year 38,753,304 2,411,884 1,387,350 39,777,838 7,285,975 4,560,959 659,018 11,187,916 28,589,922

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 103

104

I Med

ia Co

rp L

imited

Sch

edu

les form

ing

part of th

e balan

ce sheet as at M

arch 31, 2011

As A

tA

s At

March

31, 2011M

arch 31, 2010

Rs.

Rs.

Sch

edu

le 4: Su

nd

ry deb

tors

(Unsecured)

Deb

ts ou

tstand

ing

for a p

eriod

exceedin

g six m

on

ths

Considered good

2,865,467 2,206,558

Considered doubtful

2,576,480 1,073,376

Oth

er deb

tsC

onsidered good7,288,168

10,590,790

12,730,115 13,870,724

Less: Provision for doubtful debts

2,576,480 1,073,376

10,153,635 12,797,348

Su

nd

ry deb

tors in

clud

e du

es from

com

panies u

nd

er the sam

e man

agem

ent:

D.B

. Corp Lim

ited -

- (M

aximum

balance outstanding during the year R

s.

587,617 previous year R

s.

1,271,153)D

iligent Media C

orporation Limited

2,004,306 2,292,528

(Maxim

um balance outstanding during the year

Rs.

3,091,982 previous year R

s.

2,938,711)S

ynergy Media E

ntertainment Lim

ited-

- (M

aximum

balance outstanding during the year R

s.

103,014 previous year R

s.

137,837)

Sch

edu

le 5: Cash

and

ban

k balan

cesC

ash on hand11,740

2,670 B

alances with scheduled banks:

- on current accounts3,218,600

3,398,058 - on deposit accounts

62,035,096 31,909

65,265,436 3,432,637

Sch

edu

le 6: Lo

ans an

d ad

vances

(Unsecured, considered good)

Tax deducted at source 3,458,626

2,865,282 S

ecurity deposits1,595,352

1,545,252 A

dvances to employees

247,122 149,500

Interest accrued but not due on fixed deposits433,905

- P

repaid expenses176,171

-

5,911,176 4,560,034

Sch

edu

le 7: Cu

rrent liab

ilities S

undry creditors (Refer N

ote 6 of Schedule 14)

6,637,192 11,711,787

Accrued expenses

8,532,789 3,726,952

Other liabilities

2,038,347 2,991,896

17,208,328 18,430,635

Sch

edu

le 8: Pro

vision

sP

rovision for gratuity (Refer N

ote 7 of Schedule 14)

727,048 352,447

Provision for leave encashm

ent739,611

286,930

1,466,659 639,377

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 104

105

I Med

ia Co

rp L

imited

Sch

edu

les form

ing

part of th

e pro

fit and

loss acco

un

t for th

e year end

ed M

arch 31, 2011

Fo

r the year en

ded

Fo

r the year en

ded

March

31, 2011M

arch 31, 2010

Rs.

Rs.

Sch

edu

le 9: Oth

er inco

me

Interest from bank deposits

485,302 2,900

(Tax deducted at source - R

s.

48,211, Previous year - N

il)U

nclaimed balances w

ritten back1,194,696

- B

ad debts recovered-

139,716 M

iscellaneous income

59,968 473,316

1,739,966 615,932

Sch

edu

le 10: Op

erating

and

oth

er expen

sesP

ortal direct expenses10,255,533

5,579,924 S

MS

direct expenses1,324,818

1,724,427

11,580,351 7,304,351

Sch

edu

le 11: Perso

nn

el expen

sesS

alaries, wages and bonus

42,192,655 22,603,346

Contribution to provident and other funds

2,538,439 1,155,576

Workm

en and staff welfare expenses

1,233,664 614,240

45,964,758 24,373,162

Sch

edu

le 12: Ad

min

istration

and

selling

expen

sesS

ales and marketing

17,462,982 10,527,415

Subcontractors charges

6,166,080 3,274,672

Traveling and conveyance 2,265,884

1,391,398 R

ecruitment charges

1,019,917 773,093

Rent

1,224,014 1,131,711

Provision for doubtful debts

2,576,4801,073,376

Fixed assets w

ritten off-

728,332 C

omm

unication expenses658,567

590,019 B

ad debts written off

1,581,830 Less: A

lready provided for(1,073,376)

508,454 565,672

Gas, w

ater and electricity 830,997

550,442 Legal and professional fees

900,087 530,830

Sundry office expenses

648,352 482,099

Repairs and m

aintenance:- O

ffice equipments

344,455 197,561

- Buildings

2,434 36,000

- Others

406,193 196,393

Printing and stationery

171,971 189,955

Rates and taxes

- 139,305

Exchange difference (net)

262,606 107,425

As A

uditor:- A

udit fees100,000

100,000 S

ecurity charges129,676

84,048 P

ostage and courier76,908

54,859 Insurance charges

10,454 47,497

Miscellaneous expenses

96,766 59,576

35,863,277 22,831,678

Sch

edu

le 13 : Fin

ancial exp

enses

Interest-O

thers23,758,435

20,422,232B

ank charges3,640

4,318

23,762,075 20,426,550

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 105

106

I Med

ia Co

rp L

imited

Cash

Flo

w S

tatemen

t for th

e year end

ed M

arch 31, 2011

March

31, 2011M

arch 31, 2010

Rs.

Rs.

A.

Cash

Flo

w fro

m O

peratin

g A

ctivitiesLoss before Tax :

(91,512,744)(57,680,633)

Adjustm

ents for:D

epreciation4,708,542

4,560,959 F

ixed assets written off

- 728,332

Interest expenses and other financial charges23,762,075

20,426,550 B

ad debts written off

508,454 565,672

Interest income

(485,302)-

Provision for doubtful debt and advances

2,576,480 1,073,376

Op

erating

loss b

efore w

orkin

g cap

ital chan

ges

(60,442,494)(30,325,744)

Mo

vemen

ts in w

orkin

g cap

ital(Increase) /decrease in sundry debtors

(441,220)(5,860,326)

Decrease /(increase) in loans and advances

(323,893)46,066

(Decrease)/ increase in C

urrent liabilities and provisions(3,95,025)

4,879,563

Cash

gen

erated fro

m o

peratio

ns

(61,602,632)(31,260,441)

Direct taxes paid (including fringe benefit tax)

(593,344)(485,852)

Net cash

from

op

erating

activities (A)

(62,195,976)(31,746,294)

B.

Cash

flow

from

investin

g activities

Purchases of fixed assets

(1,532,539)(2,411,884)

Interest received51,397

- F

ixed deposits placed(62,000,000)

-

Net cash

(used

in) in

vesting

activities (B)

(63,481,142)(2,411,884)

C.

Net cash

from

finan

cing

activitiesP

roceeds from issue of debentures

350,000,000 -

Unsecured loan taken

55,892,475 56,361,969

Unsecured loan repaid

(256,620,483)-

Interest paid(23,762,075)

(20,426,550)

Net cash

from

finan

cing

activities (C)

125,509,917 35,935,419

Net in

crease in cash

and

cash eq

uivalen

ts (A+B

+C)

167,201 1,777,242

Cash

and

cash eq

uivalen

ts at the b

egin

nin

g o

f the year

3,432,637 1,655,395

Cash

and

cash eq

uivalen

ts at the en

d o

f the year

3,265,436 3,432,637

Co

mp

on

ents o

f cash an

d cash

equ

ivalent at th

e end

of th

e yearC

ash and bank balances [Refer schedule 5]

65,265,436 3,432,637

Less: Bank deposits having m

aturity of more than 90 days

(62,000,000)-

Total

3,265,436 3,432,637

1) Previous year's figures have been regrouped w

herever necessary

As per our R

eport of even date

Fo

r S.R

. Batlib

oi &

Asso

ciatesF

or an

d o

n b

ehalf o

f the B

oard

of D

irectors o

fF

irm reg

istration

nu

mb

er: 101049WI M

edia C

orp

Lim

itedC

hartered

Acco

un

tants

per A

mit M

ajmu

dar

Directo

rD

irector

Partn

erM

embership N

o.: 36656

Mum

baiM

ay 18, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 106

107

I Med

ia Co

rp L

imited

SC

HE

DU

LE

AN

NE

XE

D TO

AN

D F

OR

MIN

G PA

RT

OF

TH

E A

CC

OU

NT

S A

S A

T A

ND

FO

R T

HE

Y

EA

R E

ND

ED

MA

RC

H 31, 2011

Sch

edu

le 14: No

tes to acco

un

ts

1.N

ature o

f Op

eration

s I M

edia Corp Lim

ited ("the Com

pany") is a company regis-

tered under the Com

panies Act, 1956 ("the A

ct") T

he Com

pany is engaged in the business of brand market-

ing through

interactive w

ireless m

edium

like, M

obile,Internet.

2.S

ign

ificant acco

un

ting

po

licies

2.1.B

asis of p

reparation

T

he financial statements have been prepared to com

ply inall m

aterial respects with the accounting standard notified

by Com

panies (Accounting S

tandards) Rules, 2006 (as

amended) and the relevant provisions of the A

ct. The finan-

cial statements have been prepared under the historical

cost convention on an accrual basis. The accounting poli-

cies have been consistently applied by the Com

pany andare consistent w

ith those used in the previous year.

2.2.U

se of estim

atesT

he preparation of financial statements in conform

ity with

generally accepted accounting principles requires man-

agement to m

ake estimates and assum

ptions that affectthe reported am

ounts of assets and liabilities and disclo-sure of contingent liabilities at the date of the financialstatem

ents and the results of operations during the report-ing year. A

lthough these estimates are based upon m

an-agem

ent's best knowledge of current events and actions,

actual results could differ from these estim

ates.

2.3.F

ixed assets

Fixed assets are stated at cost, less accum

ulated depreci-ation and im

pairment losses, if any. C

ost comprises the

purchase price and any attributable cost of bringing theasset

to its

working

condition for

its intended

use.B

orrowing

costs relating

to acquisition

of fixed

assetsw

hich takes substantial period of time to get ready for its

intended use are also included to the extent they relate tothe period till such assets are ready to be put to use.

2.4.D

epreciatio

n / am

ortizatio

n :

Depreciation is provided based on estim

ated useful life ofthe assets as estim

ated by the managem

ent, using theS

traight Line Method (S

LM) at the rates w

hich are pre-scribed in S

chedule XIV

of the Act.

Fixed assets individually costing up to `5,000 are fully

depreciated in the year of acquisition. Depreciation on

assets acquired or disposed off during the year is providedon a pro-rata basis from

/up to the month of acquisition/dis-

posal. Leasehold Im

provement is am

ortized over the shorter ofestim

ated useful life of the asset or the lease term.

2.5.Im

pairmen

t of assets

The carrying am

ounts of assets are reviewed at each bal-

ance sheet date if there is any indication of impairm

entbased on internal/external factors. A

n impairm

ent loss, if

any is recognized wherever the carrying am

ount of anasset exceeds its recoverable am

ount. The recoverable

amount is the greater of the assets net selling price and

value in use. In assessing value in use, the estimated

future cash flows are discounted to their present value at

the weighted average cost of capital.

2.6.R

evenu

e recog

nitio

nR

evenue is recognized to the extent that it is probable thatthe econom

ic benefits will flow

to the Com

pany and therevenue can be reliably m

easured.

Sale o

f Ad

vertisemen

t:R

evenue is recognized as and when advertisem

ent is pub-lished /displayed and confirm

ed by the customer and is dis-

closed net of discounts. S

ale of services:

Revenue is recognized as and w

hen the related servicesare rendered as per the term

s of the agreement and are

disclosed net of discount. Sales are accounted exclusive of

service tax.

Interest:

Revenue is recognised on a tim

e proportion basis takinginto account the am

ount outstanding and the rate applica-ble.

2.7.R

etiremen

t ben

efits

a)P

rovident fund is a defined contribution scheme and the

Com

pany has no further obligation beyond the contribu-tions m

ade to the fund. Contributions are charged to profit

and loss account in the year in which they accrue.

b)G

ratuity liability is a defined benefit obligation and is pro-vided for on the basis of an actuarial valuation done as perprojected unit credit m

ethod, carried out by an independentactuary at the end of the year. A

ctuarial gains/losses areim

mediately taken to profit and loss account and are not

deferred.

c)S

hort term com

pensated absences are provided for basedon estim

ates. Long term com

pensated absences are pro-vided based on actuarial valuation carried out by an inde-pendent actuary at the end of the year. T

he actuarial valu-ation is done as per projected unit credit m

ethod.

2.8.F

oreig

n cu

rrency tran

saction

(i)In

itial Reco

gn

ition

Foreign currency transactions are recorded in the reporting

currency, by applying to the foreign currency amount the

exchange rate between the reporting currency and the for-

eign currency at the date of the transaction.

(ii)C

on

version

Foreign currency m

onetary items are reported using the

closing rate.

Non-m

onetary item

s w

hich are

carried in

terms of historical cost denom

inated in a foreign currency

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 107

108

are reported using the exchange rate at the date of thetransaction.

(iii)E

xchan

ge D

ifferences

Exchange differences arising on the settlem

ent of mone-

tary items or on reporting C

ompany's m

onetary items at

rates different

from

those at

which

they w

ere initially

recorded during the year, or reported in previous financialstatem

ents, are recognised as income or as expenses in

the year in which they arise.

2.9.L

easesW

here C

om

pany is th

e lessee:Leases w

here the lessor effectively retains substantially allthe risks and benefits of ow

nership of the leased item, are

classified as operating leases. Operating lease paym

entsare

recognized as

an expense

in the

profit and

lossaccount on a straight-line basis over the lease term

.

2.10. Inco

me taxes

Tax expense comprises current and deferred tax. C

urrentincom

e tax is measured at the am

ount expected to be paidto the tax authorities in accordance w

ith the Income-tax

Act, 1961 enacted in India. D

eferred income tax reflects the

impact of current year tim

ing differences between taxable

income and accounting incom

e for the year and reversal oftim

ing differences of earlier years.D

eferred tax is measured using the tax rates and the tax

laws enacted or substantively enacted at the balance sheet

date. Deferred tax assets are recognised only to the extent

that there is reasonable certainty that sufficient future tax-able incom

e will be available against w

hich such deferredtax

assets can

be realised.

In situations

where

theC

ompany has unabsorbed depreciation or carry forw

ardtax losses, all deferred tax assets are recognised only ifthere is virtual certainty supported by convincing evidencethat they can be realised against future taxable profits.A

t each balance sheet date, unrecognized deferred taxassets of earlier years are re-assessed and recognized tothe extent that it has becom

e reasonably certain or virtual-ly certain, as the case m

ay be, that sufficient future taxableincom

e will be available against w

hich such deferred taxassets can be realized. T

he carrying amount of deferred

tax assets are reviewed at each balance sheet date. T

heC

ompany w

rites-down the carrying am

ount of a deferredtax asset to the extent that it is no longer reasonably cer-tain or virtually certain, as the case m

ay be, that sufficientfuture

taxable incom

e w

ill be

available against

which

deferred tax asset can be realized.

2.11.Earn

ing

s per sh

areB

asic earnings per share are calculated by dividing the netprofit or loss for the year attributable to equity shareholders

(after deducting

preference dividends

and attributable

taxes, if any) by the weighted average num

ber of equityshares outstanding during the year. T

he weighted average

number of equity shares outstanding during the year is

adjusted for events of bonus issue, bonus element in a

rights issue

to existing

shareholders, share

split, and

reverse share split (consolidation of shares), if any.F

or the purpose of calculating diluted earnings per share,the net profit or loss for the year attributable to equityshareholders and the w

eighted average number of shares

outstanding during the year are adjusted for the effects ofall dilutive potential equity shares.

2.12. Pro

vision

sA

provision is recognized when the C

ompany has a present

obligation resulting from past events and it is probable that

an outflow of resources w

ill be required to settle the obli-gation

for w

hich a

reliable estim

ate can

be m

ade.P

rovisions are not discounted to its present value and arebased

on m

anagement's

best estim

ate of

the am

ountrequired to settle the obligation at the balance sheet date.P

rovisions are reviewed at each balance sheet date and

adjusted to reflect revision in estimates

2.13. Cash

and

cash eq

uivalen

tsC

ash and cash equivalents in the cash flow statem

entcom

prise cash at bank and in hand and short-term invest-

ments w

ith an original maturity of three m

onths or less.

3. (a) Related

party disclo

sure

Disclosure as required by notified A

ccounting Standard 18

(AS

-18) 'Related P

arty Disclosures' issued by the C

entralG

overnment is as follow

s:

Relatio

nsh

ipN

ame o

f Related

Party

Ho

ldin

g C

om

pany

D.B

. Corp Lim

itedF

ellow

sub

sidiary

Synergy M

edia Entertainm

ent Lim

itedE

nterp

rise over w

hich

India Interactive Technologies

Directo

r and

/or h

is relativesLim

itedh

as sign

ificant in

fluen

ceD

iligent Media C

orporation Lim

ited

Key M

anag

emen

t Perso

nn

elM

r. Sudhir A

garwal (D

irector)('K

MP

') M

rs. Jyoti Agarw

al (Director)

Mr. P

awan A

garwal (D

irector)

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 108

109

I Media Corp LimitedSchedule annexed and forming part of the accounts as at and for the year ended March 31, 2011

3.(b) Details of transactions with related parties:

Related Party Name Loan/Advance Taken (Repaid) Interest Received (Paid) Issue of Debentures Receiving of Services Rendering of Services Amount Outstanding Debit / (Credit)

Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10 Mar-11 Mar-10

D. B. Corp Ltd 55,892,475 56,361,969 (23,758,435) (20,421,506) 350,000,000 - 14,198,423 13,388,427 3,132,910 3,654,617 (728,585) (205,907,829)

(278,003,073) - - - - - - - - - - -

Synergy Media - - - - - - 49,979 1,575,934 301,444 137,387 (54,024) (478,476)Entertainment Limited - - - - - - - - - - -

Diligent Media - - - - - - - 980,000 6,070,248 2,360,479 1,248,013 1,178,358Corporation Limited

India Interactive Technologies Limited - - - - - - - 133,902 - - - -

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 109

110

4. Leases

In case o

f assets taken o

n lease

Op

erating

lease :T

he Com

pany has taken certain office premises under operating

lease agreements. T

hese agreements are generally renew

ableby m

utual consent. Som

e of the lease agreements have a price

escalation clause. There are no restrictions im

posed in theselease agreem

ents. Lease paym

ents for the year ended March 31, 2011 aggregated

to `1,224,014 (previous year `1,131,711).T

he future

minim

um

lease paym

ents under

non-cancellableoperating leases:

6. Du

es to M

icro an

d S

mall E

nterp

risesA

s informed, the C

ompany does not have any dues outstanding

to the Micro and S

mall E

nterprises as defined in Micro, S

mall

and Medium

Enterprise D

evelopment A

ct, 2006. The identifica-

tion of Micro, S

mall and M

edium E

nterprises is based on infor-m

ation available with the m

anagement regarding the status of

these parties which is being relied upon by the auditors.

7. Em

plo

yee Ben

efit Ob

ligatio

nD

efined

Co

ntrib

utio

n P

lanD

uring the year ended March 31, 2011 and M

arch 31, 2010; theC

ompany contributed the follow

ing amounts to defined contri-

bution plans:

Perio

dM

arch 31, 2011

March

31, 2010R

s.

Rs.

Not later than one year

3,518,0383,350,511

Later than one year but 8,224,187

562,886not later than five years

11,742,2253,913,397

5. Earn

ing

s per sh

are

Perio

dM

arch 31, 2011

March

31, 2010R

s.

Rs.

Net loss after tax for

(91,512,744)(57,680,633)

equity shareholdersW

eighted average num

ber of equity shares outstanding during the year for the purpose of com

putation of Basic and

diluted earnings per share1,050,000

1,050,000

Basic and diluted

earnings per share (`)(87.15)

(54.93)

Face Value P

er Share (`)

1010

Particu

larsM

arch 31, 2011

March

31, 2010R

s.

Rs.

Provident F

und2,278,973

1,155,576

Em

ployees State

Insurance Corporation

259,466-

Total

2,538,4391,155,576

Defin

ed b

enefit p

lan

A- L

eave En

cashm

ent

In accordance with leave policy, the com

pany has providedfor leave entitlem

ent on the basis of actuarial valuation car-ried out at the end of the year.

B- G

ratuity

The C

ompany has a defined benefit gratuity plan. E

veryem

ployee who has com

pleted five years or more of service

gets a gratuity on departure at 15 days salary (last drawn

salary) for each completed year of service.

The follow

ing tables summ

arize the components of net

benefit expense recognised in the profit and loss accountand the funded status and am

ounts recognized in the bal-ance sheet for the respective plans.T

he amounts recognised in the profit and loss account for

the year ended March 31, 2011 are as follow

s:

Particu

larsM

arch 31, 2011

March

31, 2010R

s.

Rs.

Current service cost

364,434198,000

Interest cost28,196

12,724E

xpected return on plan assets

--

Recognized net actuarial

(18,029)(22,461)

(gain) lossTotal included in

374,601188,263

'employee benefit expense'

The am

ounts recognized in the balance sheet are as follows:

Particu

larsM

arch 31, 2011

March

31, 2010R

s.

Rs.

Present value of funded

727,048352,447

obligations

Details of E

xperience Adjustm

ents on plan assets and plan liabilities

Particulars

March 31, 2011

March 31, 2010

Gratuity

Rs.

Rs.

Experience adjustments

24,748(4,051)

on plan liabilities (Gain)/Loss

Changes in present value of defined benefit obligation representing

reconciliation of opening and closing balances thereof are as follows:

Particu

larsM

arch 31, 2011

March

31, 2010R

s.

Rs.

Defined benefit obligation

352,447164,184

at beginning of the yearC

urrent service cost364,434

198,000Interest cost

28,19612,724

Benefits paid

--

Actuarial (gain) loss

(18,029)(22,461)

Defined benefit obligation

727,048352,447

at end of the year

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 110

111

Th

e prin

cipal assum

ptio

ns u

sed in

determ

inin

g g

ratuity

ben

efit ob

ligatio

ns fo

r the C

om

pany's p

lans are sh

ow

nb

elow

:

Particu

larsM

arch 31, 2011

March

31, 2010D

iscount rate8.25%

8.00%W

ithdrawal R

ate1%

at each age1%

at each ageF

uture Salary R

ise6.00%

6.00%

The estim

ates of future salary increases, considered in actuar-ial valuation, take account of inflation, seniority, prom

otion andother relevant factors, such as supply and dem

and in theem

ployment m

arket.

8. Deferred

Tax

Particu

larsM

arch 31, 2011

March

31, 2010R

s.

Rs.

Deferred

Tax Liab

ilityarisin

g fro

m- D

epreciation(2,154,568)

2,799,393

Deferred

Tax Asset

arising

from

- Carried forw

ard losses and unabsorbed depreciation

905,2382,230,417

- Provision for gratuity

and leave encashment

453,198212,401

- Provision for doubtful

debts796,132

356,575N

et Deferred

Tax L

iability/ (A

sset)-

-

The C

ompany has deferred tax assets in respect of unab-

sorbed depreciation and carried forward business loss. A

sthere is no virtual certainty about the realization of thedeferred tax assets against the future taxable profits, thedeferred tax asset has been recognized only to the extentof deferred tax liability as at M

arch 31, 2011.

9.T

he Com

pany is engaged in the business of brand market-

ing through interactive wireless m

edium w

hich is consid-ered to constitute on single prim

ary segment in the context

of

no

tified

A

ccou

ntin

g

Sta

nd

ard

1

7

on

S

eg

me

nta

lR

eporting issued by the Central G

overnment. T

here are nogeographical

reportable segm

ents since

the C

ompany

caters to the Indian market only and does not distinguish

any reportable regions within India.

10.T

he Com

pany has incurred losses during the year and theaccum

ulated losses of the Com

pany at the close of theyear exceed its paid up capital. T

he Com

pany is in the ini-tial years of its operations. F

urther, the parent company

has provided assurances that it intends to provide ade-quate financial support to the C

ompany to enable it to con-

tinue its operations for the year ending March 31, 2012.

With the internet m

arket in India booming and internet pen-

etration increasing every year, the managem

ent expectscontinuous grow

th in the business and profitability in thefuture years. T

he Com

pany is therefore being viewed as a

going concern and accounts have been prepared under thegoing concern assum

ption.

11.P

reviou

s Year co

mparatives

Previous year's figures have been regrouped w

herevernecessary to conform

to this years' classification.

Fo

r and

on

beh

alf of B

oard

of D

irectors o

f I Med

ia Co

rpL

imited

Directo

r Directo

r

As per our report of even date

Fo

r S.R

. Batlib

oi &

Asso

ciatesF

irm reg

istration

nu

mb

er: 101049W

Ch

artered A

ccou

ntan

ts

per A

mit M

ajmu

dar

Partn

erM

embership N

o.: 36656

Mum

baiM

ay 18, 2011

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 111

112

BA

LA

NC

E S

HE

ET

AB

ST

RA

CT

AN

D C

OM

PAN

Y'S

GE

NE

RA

LB

US

INE

SS

PR

OF

ILE

1. Reg

istration

Details:

Registration N

o. : 018676

State C

ode : 10

Balance S

heet Date :

31-03-2011D

ate of Incorporation : 01-06-2006

2. Cap

ital Raised

du

ring

the year (A

mo

un

t in R

s.

Th

ou

sand

)

Public Issue

NIL

Rights Issue

NIL

Bonus Issue

NIL

Private P

lacement

NIL

3. Po

sition

of M

ob

ilisation

and

Dep

loym

ent o

f Fu

nd

s (Am

ou

nt in

R

s.

Th

ou

sand

)

Total Liabilities R

s.

379,175Total A

ssetsR

s.

379,175

4. So

urces o

f Fu

nd

s (Am

ou

nt in

R

s.

Th

ou

sand

)

Paid up C

apitalR

s.

10,500R

eserves and Surplus

NIL

Secured Loans

NIL

Unsecured Loans

NIL

Deferred Tax Liability

NIL

5. Ap

plicatio

n o

f Fu

nd

s (Am

ou

nt in

R

s.

Th

ou

sand

)

Net F

ixed Assets

Rs.

25,414Investm

ents N

ILN

et Current A

ssets R

s.

62,655M

isc. Expenses

NIL

Accum

ulated Losses R

s.

272,431

6. Perfo

rman

ce of C

om

pany (A

mo

un

t in R

s.

Th

ou

sand

s)

Turnover (include other income)

Rs.

30,366Total E

xpenditure R

s.

121,879P

rofit / (Loss) Before tax

Rs.

(91,513) P

rofit/(Loss) After Tax

Rs.

(91,513) E

arning per share in R

s.

Rs.

(87.15)D

ividend Rate %

N

A

7. Gen

eric Nam

e of P

rincipal P

rod

uct / S

ervice of C

om

pany

Item C

ode No. (IT

C C

ode)N

AP

roduct Description

NA

Fo

r and

on

beh

alf of th

e Bo

ard

Mum

bai M

ay 18 2011D

irector

Directo

r

I Med

ia Co

rp L

imited

DB-ANNUAL-REP2011-5.qxd 6/12/2011 3:25 AM Page 112