D.B.CORP Share price

Our Company was originally incorporated as ?Multi-Tech Energy Limited? under the provisions of theCompanies Act 1956 as per the certificate of incorporation dated October 27 1995 issued by the RoCGwalior Madhya Pradesh. Our Company received its certificate of commencement of business on June26 1998. Subsequently our Company?s name was changed to ?D.B. Corp Limited? by a freshcertificate of incorporation dated December 1 2005. Our Company engaged itself in print andpublication from April 1 2005 pursuant to the WPL Demerger.Changes in the Registered OfficeAt the time of incorporation the registered office of our Company was situated at 6 Dwarka SadanPress Complex M.P. Nagar Bhopal 462 011 Madhya Pradesh. Pursuant to our shareholders resolutionpassed on November 4 2005 and certified by the Company Law Board Western Regional BenchMumbai by its order dated December 5 2005 our registered office was shifted to its current RegisteredOffice at plot no. 280 Sarkhej Gandhinagar highway near YMCA Club Makarba Ahmedabad 380051 Gujarat.WPL DemergerThe High Court of Gujarat by its order dated October 10 2006 and amended order dated December 222006 approved the scheme of arrangement under section 391 to 394 of the Companies Act followingwhich the entire publication business and the windfarm business of WPL was transferred to ourCompany ("WPL Demerger").The scheme of arrangement of the WPL Demerger provides that with effect from April 1 2005("Appointed Date") the business of publication including the assets and liabilities intellectualproperty rights employees and printing of newspaper under the title 'Dainik Bhaskar' and 'DivyaBhaskar' shall stand transferred in our Company as a going concern. Further the scheme ofarrangement of the WPL Demerger provides that the ownership of all land and buildings shall continueto be in the name of WPL with our Company having the right to use the immoveable property by wayof lease or leave and license. For details on the lease agreements with WPL refer to section titled ?OurBusiness? beginning on page 57. The WPL Demerger became operative from December 12 2006("WPL Effective Date").As consideration for such transfer our Company issued and allotted 2136550 Equity Shares onDecember 12 2006 to the shareholders of WPL in the following ratio:* Two fully paid up Equity Shares to the members of WPL for every one fully paid up equity share ofRs. 100 each of WPL held by them.Simultaneously the 50000 existing Equity Shares of the Company were cancelled. Pursuant to the WPL Demerger all legal proceedings pending on the Appointed Date in relation to thepublication business continued to be enforceable by or against WPL and any proceedings initiated byany third party for acts or deeds of the publishing business prior to the Appointed Date were to beinitiated only against WPL.Further the scheme of arrangement provides that from the date on which the High Court sanctions theWPL Demerger and on the date of receipt of the approval of the majority of persons directed under theWPL Demerger all contracts deeds bonds agreements and other instruments in relation to publicationbusiness to which WPL was a party became enforceable against or in favour of our Company.Indiainfo DemergerThe High Court of Gujarat and Karnataka High Court by orders dated June 11 2007 and June 222007 respectively approved the scheme of arrangement under section 391 to 394 read with section100 to 103 of the Companies Act for transfer of the internet division of Indiainfo ("IndiainfoDemerger).As consideration for the transfer of the internet division of Indiainfo our Company issued and allottedshares to those members of Indiainfo whose name appeared in the register of members of Indiainfo onJune 22 2007.The scheme of Indiainfo Demerger provides that from September 1 2006 ("Indiainfo AppointedDate") the entire business undertaking of the internet division of Indiainfo including all assets andliabilities pursuant to section 394(1) of the Companies Act was transferred in our Company.As consideration for the Indiainfo Demerger our Company was to issue and allot Equity Shares to theshareholder of Indiainfo in the following ratio:(a) 25 Equity Shares in proportion to members existing shareholding in Indiainfo Limited.(b) 10 preference shares of Rs. 10000 each of our Company in proportion members existingshareholding in IndiainfoDue to the change in the exchange control regulations issued by the RBI in relation to preferenceshares being classified as external commercial borrowings our Company was unable to issuepreference shares to the non-resident shareholders of Indiainfo. Relying on the provisions under thescheme of Indiainfo Demerger by a resolution of our Board dated October 25 2007 and a resolutionof the board of Indiainfo dated October 25 2007 the terms of the scheme of Indiainfo Demerger weremodified such that in lieu of nine preference shares 180 equity shares at a value of Rs. 500 each wereto be issued by our Company to the non-resident shareholders of Indiainfo.Pursuant to the Indiainfo Demerger all legal proceedings pending on the Indiainfo Appointed Date inrelation to the internet division will continued to be enforceable by or against Indiainfo and anyproceedings initiated by any third party for acts or deeds of the publishing business prior to theAppointed Date were to be initiated only against Indiainfo.History of our CompanyThe first edition of Dainik Bhaskar was published in Madhya Pradesh in the late sixties.The office of the RNI issued a letter No 5/4/1996-Admn dated June 18 2004 to the DistrictMagistrate Gwalior Indore Jhansi Jabalpur and Bhopal with a copy to the owners stating that inlight of the Supreme Court order dated July 7 2003 in the Civil Appeal No. 4782 of 1996 with C.A.No. 4783 of 1996 and W.P. (C) No. 527 of 1993 the ownership of Dainik Bhaskar was updated andthe ownership of Dainik Bhaskar was relegated back to the ownership of Dainik Bhaskar immediatelyprior to June 29 1992. In terms of the aforementioned letter issued by RNI and judgment of theHon?ble Supreme Court the ownership pattern of Dainik Bhaskar as on June 29 1992 was as follows:Place of publication Name of the ownerBhopal M/s Writers and Publishers LimitedIndore M/s Bhaskar Graphics and Printing Arts Limited (subsequently merged with WPL)Gwalior M/s Bhaskar Publications and Allied Industries Private Limited Jhansi Mr. Sanjay AgarwalJabalpur Mr. B.D. AgarwalFurther the office of RNI by a letter dated June 18 2004 addressed to the District Magistrates SatnaRaipur Bilaspur Nagpur Jaipur Jodhpur Ajmer Bikaner Kota Sriganganagar Udaipur ChandigarhPanipat Hissar and Faridabad confirmed that the ownership status of the editions which commencedpublication after June 29 1992 is as follows:Place of Publication Name of the OwnerSatna Raipur Bilaspur Nagpur Jaipur Jodhpur Writers and Publishers Limited (now Writers andAjmer Bikaner Kota Sriganganagar Udaipur Publishers Private Limited)Chandigarh Panipat Hissar and FaridabadWPL entered into a memorandum of understanding dated November 15 2006 with the legal heirs ofLate Mr. B.D. Agarwal and Bhaskar Prakashan Private Limited pursuant to which the legal heirs ofLate Mr. B.D. Agarwal relinquished their ownership to the title "Dainik Bhaskar" in favour of WPLand in lieu of the same WPL granted a perpetual right to Bhaskar Prakashan Private Limited (agreed bylegal heirs of Late Mr. B D Agarwal) to print and publish and manage "Dainik Bhaskar" from 18districts i.e. (Jabalpur Narsinghpur Seoni Mandla Chhindwara Rewa Satna Shahdol SidhiBalaghat Damoh Panna Chhatarpur Tikamgarh Anuppur Umaria Katni Dindori ) out of 48Districts of Madhya Pradesh with entire Maharashtra and Western Uttar Pradesh.Pursuant to WPL Demerger the entire publications business of WPL was transferred to our Company.As a part of the WPL Demerger all the consents and approvals issued to WPL including RNIregistrations were to be transferred in the name of our Company. We have received all the RNIregistration in the name of our Company as set below:1. Pursuant to a letter dated June 24 2008 issued by the RNI the RNI registration of ?DainikBhaskar? for Amritsar Jalandhar and Ludhiana editions were transferred from WPL to ourCompany.2. Pursuant to a letter dated March 18 2008 issued by the RNI the RNI registration of ?DivyaBhaskar? in the cities of Ahemdabad Surat Baroda Rajkot Bhuj and Mumbai wastransferred from Mr. Sudhir Agarwal to our Company.3. On October 10 2008 the ownership of ?Dainik Bhaskar? editions of Bhopal and New Delhiwere changed from WPL to our Company in the records of RNI.4. Pursuant to a letter dated March 18 2008 issued by the RNI the RNI registration of ?DainikBhaskar? for Sagar edition was transferred from WPL to our Company.5. Pursuant to a letter dated January 2 2008 issued by the RNI the RNI registration of ?DainikBhaskar? for Chandigarh Jaipur Ajmer Jodhpur Bikaner Udaipur and Kota editions weretransferred from WPL to our Company.6. Pursuant to a letter dated January 7 2008 issued by the RNI the RNI registration of ?DainikBhaskar? for Panipat Hisar and Faridabad editions were transferred from WPL to ourCompany.7. Pursuant to a letter dated December 31 2007 issued by the RNI the RNI registration of?Dainik Bhaskar? for Ujjain Raipur Bilaspur and Indore editions were transferred from WPLto our Company.As of date the Company has the right to and is printing and publishing the Dainik Bhaskar in eightstates - Madhya Pradesh Rajasthan Chattisgarh Haryana Delhi Punjab and Himachal Pradesh - andthe Union Territory of Chandigarh.We have also been publishing Divya Bhaskar a Gujarati daily in Gujarat since 2003 and in Mumbai(Maharashtra) since 2004.Key events and milestones2005 Demerger of the publication business of Writers & Publishers Limited into our Company.2006SMEL acquired 17 licenses for its FM Radio operations and launched operations in Jaipur.Issuance of 152610 Equity Shares of our Company to Cliffrose Investment Ltd pursuant to ascheme of demerger.?Dainik Bhaskar? launched in PunjabOur Company launched Ujjain Sagar Editions of ?Dainik Bhaskar? and Rajkot Edition of DivyaBhaskar.2007Our Company launched Hindi edition of ?Dainik Bhaskar? from Ludhiana.SMEL launched 13 FM radio stations at various locations in India.Our Company launched new edition of ?Divya Bhaskar ?in Gujarat.Our Company entered into a publication license agreement with Diligent Media CorporationLimited to print edit publish circulate and market the Newspaper DNA-Daily News & Analysisincluding its supplements ?After Hrs.? ?DNA Sport? ?DNA Academy? ?DNA Life? ?DNA ME?and ?DNA YA? in the entire state of Gujarat.Demerger of internet division of Indiainfo with our Company.2008Our Company?s name was entered in the Guinness Book of World Records for hosting the largesttea party for the social theme of public participation in development of Indore city. The tea partywas organised by our Company in association with Hindustan Unilever Limited and Tea Board ofIndia.One Subsidiary SMEL launched three FM radio stations at Kota Jabalpur and Raipur.Our Company?s new brand "DB Star" was published from Indore and Bhopal.Our Company launched "Business Bhaskar" in Bhopal Indore Raipur Panipat New DelhiJalandhar and Ludhiana.Our Company entered into a publication license agreement with Diligent Media CorporationLimited to print edit publish circulate and market editions of DNA-Daily News & Analysisincluding its supplements ?After Hrs.? ?DNA Sport? ?DNA Academy? ?DNA Life? ?DNA ME?and ?DNA YA? in the entire state of Rajasthan.