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Jagran Prakashan Ltd.

BSE: 532705 Sector: Media
BSE 00:00 | 19 Mar 111.75 -0.20






NSE 00:00 | 19 Mar 112.55 -0.25






OPEN 114.40
52-Week high 175.00
52-Week low 92.30
P/E 15.41
Mkt Cap.(Rs cr) 3,312
Buy Price 110.00
Buy Qty 101.00
Sell Price 111.75
Sell Qty 404.00
OPEN 114.40
CLOSE 111.95
52-Week high 175.00
52-Week low 92.30
P/E 15.41
Mkt Cap.(Rs cr) 3,312
Buy Price 110.00
Buy Qty 101.00
Sell Price 111.75
Sell Qty 404.00

Jagran Prakashan Ltd. (JAGRAN) - Director Report

Company director report

Dear Shareholders

The Directors have the pleasure in presenting the 42ndAnnual Report and Audited Financial Statements of the Company for the year ended on March31 2018.


The summarised standalone and consolidated financial results of theCompany for the financial year ended March 31 2018 as compared to the previousyear are as under:

(Rs in Lakh)


Particulars Year Ended March 31 2018 Year Ended March 31 2017 Year Ended March 31 2018 Year Ended March 31 2017
Revenue from Operations 230398.22 228295.14 189794.94 190007.72
Other Income 1549.29 695.57 221.26 782.80
Other gains/(losses) – net 3120.89 3422.61 2457.68 3201.34
Total Expenditure 172083.52 164339.70 142958.85 137370.71
Profit before Interest Depreciation Prior 62984.88 68073.62 49515.03 56621.15
Period Items and Tax
Less: Finance Costs 2711.43 3503.98 1200.65 1977.50
Less: Depreciation and Amortisation Expenses 13607.61 12889.08 8235.13 8166.09
Profit before Exceptional/Prior Period Items and Tax 46665.84 51680.56 40079.25 46477.56
Add/(Less): Share of Net profit/(Loss) of 3.86 6.01 - -
Associates accounted for using the equity method
Profit Before Taxes (other than Exceptional 46669.70 51686.57 40079.25 46477.56
Less: Tax Expense (other than exceptional item) 15572.06 16754.45 13477.95 14871.13
Profit for the Year (PAT) (before exceptional item) 31097.64 34932.12 26601.30 31606.43
Exceptional Item - - - -
Profit for the Year (PAT) (after exceptional item) 31097.64 34932.12 26601.30 31606.43
Other Comprehensive income (Net of Tax) (39.50) (356.99) (23.49) (195.99)
Total Comprehensive Income for the Year 31058.14 34575.13 26577.81 31410.44
Opening Balance of Retained Earnings 104655.31 90767.93 83380.09 51793.95
Net Profit for the Year 31097.64 34932.12 26601.30 31606.43
Re-measurements of post-employment benefit obligation net of tax 32.49 (138.27) 28.78 (20.29)
Cancellation of additional share purchased from Music Broadcast Employee Welfare trust - (136.50) - -
Share of Non-controlling interest in the profit for the year (1113.96) (171.15) - -
Non-controlling interest out of retained earnings - (18747.08) - -
Dividend (9342.35) - (9342.35) -
Dividend Distribution Tax (1901.88) - (1901.88) -
Transfer to/(from) Debenture Redemption (1013.89) (1851.74) - -
Transfer to/(from) Capital Redemption Reserve (310.00) - (310.00) -
Closing Balance of Retained Earnings 122103.36 104655.31 98455.94 83380.09


The turnover of the Company was Rs230398.22 Lakh for the year endedMarch 31 2018 as compared to Rs228295.14 Lakh in the previous year. The Company'sProfit for the year ended March 31 2018 was Rs31097.64 Lakh as compared to Rs34932.12Lakh in the previous year.

(ii) Standalone

The turnover of the Company was Rs189794.94 Lakh for the year endedMarch 31 2018 as compared to Rs190007.72 Lakh in the previous year. The Company'sProfit for the year ended March 31 2018 was Rs26601.30 Lakh as compared to Rs31606.43Lakh in the previous year.

For a detailed analysis of financial performance refer to report onManagement Discussion and Analysis.


I. In April 2017 the Company had completed a buyback of 15500000fully paid up equity shares of face value of Rs2 each representing 4.74% of the totalnumber of outstanding equity shares of the Company at a price 195 per equity share for anaggregate amount of Rs3022500000 on proportionate basis through the tender offerroute. Accordingly the share capital of the Company was reduced from Rs653823658(326911829 shares) to Rs622823658 (311411829 shares).

II. On April 27 2018 the Board approved an yet another proposal forbuyback of up to 15000000 fully paid up equity shares of face value of Rs2 eachrepresenting 4.82% of the total number of outstanding equity shares of the Company at aprice of Rs195 per equity share for maximum amount of Rs2925000000 on proportionatebasis through the tender offer route subject to approval of the members of the Company bypostal ballot/e-voting and also such other approvals permissions and sanctions as may berequired under law. The postal ballot/e-voting for obtaining approval of shareholder byway of special resolution is under progress as on the date of this Report.


TheBoardofDirectorsoftheCompanyhasrecommended a dividend of Rs3/- perequity share (Face value Rs2 per equity share) for the financial year ended March 312018 amounting to Rs10720.20 Lakh (inclusive of tax and after considering buyback ofequity shares under progress which is expected to be completed before Book Closure date).The dividend payout is subject to approval of the members at the ensuing 42ndAnnual General Meeting.


The Company has not accepted any deposit from public/shareholders inaccordance with section 73 of the Companies Act 2013 and as such no amount on account ofprincipal or interest on public deposits was outstanding on the date of the Balance Sheet.


Details of credit rating assigned by CRISIL are given below:

Facility Amount in Crore Rating
Cash credit 175 CRISIL AA+/ Stable
Letter of 110 CRISIL A1+
Non- 75 CRISIL AA+/Stable
Total 360

*fully inter changeable with bank guarantee


Retirement by Rotation

Mr. Dhirendra Mohan Gupta and Mr. Shailendra Mohan Gupta are directorsliable to retire by rotation in the forthcoming Annual General Meeting and being eligibleoffer themselves for re-appointment.

The brief resume of directors retiring by rotation but seekingre-appointment at the ensuing Annual General Meeting their experience in specificfunctional areas and the companies in which they hold directorship and/ ormembership/chairmanship of the committees of the Board their shareholdings etc. asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015("Listing Regulations") is given in the Notice of the 42nd AnnualGeneral Meeting.


During the year under review none of the Directors or KMPs wasappointed or resigned.


Every Independent Director at the first meeting of the Board afterappointment and thereafter at the first meeting of the Board in every financial year orwhenever there is any change in the circumstances which may affect his status as anindependent director provides a declaration that he/she meets the criteria ofindependence as provided under law.

In accordance with section 149(7) of the Act each independent directorhas given a written declaration to the Company confirming that he/she meets the criteriaof independence under section 149(7) of the Act.


The Companies Act 2013 and Listing Regulations mandate performanceevaluation of the Board and its committees the Chairman and individual directors. Toensure an effective evaluation process the Nomination and Remuneration Committee(‘NRC') of the Board of Directors has put in place a robust evaluation frameworkfor conducting the exercise. During the financial year 2017-18 NRC for further improvingthe evaluation process made certain amendments in questionnaires.

Performance evaluation of the Board was done on key attributes such ascomposition administration corporate governance etc. Parameters for evaluation ofdirectors included constructive participation in meetings and engagement with colleagueson the Board. Similarly committees were evaluated on parameters such as adherence to theterms of mandate deliberations on key issues etc. The Chairman of the Company wasevaluated on leadership guidance to the Board and overall effectiveness.

Responses submitted by Board Members were collated and analysed.Improvement opportunities emanating from this process were considered by the Board tooptimise its overall effectiveness.

The evaluation process was anchored by an independent professionalagency of international repute to ensure independence confidentiality and neutrality. Areport on the evaluation process and the results of the evaluation were presented by theagency to the Board.

The Nomination and Remuneration Policy of the Company is attachedhereto as Annexure I to the Director's Report.


The Company has Audit Nomination & Remuneration StakeholderRelationship and Corporate Social Responsibility Committee which have been established incompliance with the requirements of the relevant provisions of applicable laws andstatutes. The details with respect to the composition powers roles terms of referencepolicies etc. of relevant Committee are given in detail in the ‘Report on CorporateGovernance'.


Five meetings of the Board of Directors were held during the year. Forfurther details please refer to Report on Corporate Governance.


Diaspark Techbuild Limited (formerly known as Naidunia Media Limited"NML") was a non-operating immaterial Wholly Owned Subsidiary of the Company forthe last few years.

On November 9 2017 Board of Directors of the Company approved todispose off Company's full shareholding in NML at a consideration of Rs5 Lakh to itserstwhile promoter Mr. Vinay Chhajlani (a non-related party) from whom the shares wereacquired in the year 2012. Thereafter on January 16 2018 shares of Naidunia MediaLimited (NML) held by the Company were transferred and NML ceased to be the subsidiary ofthe Company w.e.f January 16 2018.


In accordance with the Ind AS 110 on Consolidated Financial Statementsread with the Ind AS 28 on Accounting for Investments in Associates notified under Section129(3) of the Companies Act 2013 the Audited Consolidated Financial Statements areprovided in the Annual Report.

The financial statements of following subsidiary companies have beenconsolidated with the financial statements of the Company. i. Midday Infomedia Limited ii.Music Broadcast Limited iii. Diaspark Techbuild Limited (formerly known as Naidunia MediaLimited) upto January 16 2018.

In addition share in Profit/Loss of the following Associate Companieshas been accounted for in the financial statement of the Company. i. Leet OOH MediaPrivate Limited ii. X-Pert Publicity Private Limited

The Company has no joint venture.

The financial performance of the subsidiaries and associate companiesare discussed in the Report on Management Discussion & Analysis. Pursuant to theprovisions of Sections 129 134 and 136 of the Companies Act 2013 read with rules framedthereunder and pursuant to Regulation 33 of the Listing Regulations the Company hasprepared Consolidated Financial Statements of the Company and its subsidiaries and aseparate statement containing the salient features of financial statement of subsidiariesand associates in Form AOC-1 form part of the Annual Report.

In accordance with section 136 of the Companies Act 2013 the AnnualAccounts of the subsidiaries are available on the website of the Company and also openfor inspection by any member at the Company's Registered Office and the Company willmake available these documents and the related detailed information upon request by anymember of the Company or any member of its subsidiary Company who may be interested inobtaining the same.


The Board reports that no material changes and commitments affectingthe financial position of the Company have occurred between the end of the financial year(2017-18) and the date of this Report other than that the Board approved a proposal forbuyback of up to 15000000 fully paid up equity shares of Rs2 each aggregating toRs29250 Lakh at a price of 195/- per equity share subject to the approval of theshareholders of the Company by way of special resolution through postal ballot/E-votingand subject to approvals of other regulatory authorities.


All related party transactions that were entered during the financialyear were in the ordinary course of business of the Company and on arm's lengthbasis. There were no materially significant related party transactions entered during theyear by the Company with the Promoters Directors Key Managerial Personnel or otherrelated parties which could have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committeefor approval wherever applicable. Prior omnibus approval is obtained for the transactionswhich are foreseen or are recurring in nature. A statement of all related partytransactions is presented before the Audit Committee on a quarterly basis specifying therelevant details of the transactions.

The policy on dealing with related party transactions as approved bythe Audit Committee is uploaded on the website of the Company at

Since all related party transactions entered by the Company were in theordinary course of business and on an arm's length basis form AOC-2 asprescribed pursuant to Rule 8(2) of the Companies (Accounts) Rules 2014 is not applicableto the Company.

The details of the transactions with related parties are provided inNote No. 29 and 30 to the standalone and consolidated financial statements respectively.


The Company has in place adequate internal financial controls withreference to the financial statements. During the year such controls were tested by themanagement as well as auditors and no reportable material weakness in the process oroperation was observed.


The details are provided in Note No. 5 to the standalone andconsolidated financial statements.


In consultation with a professional agency of international repute theCompany has set up the necessary framework which is being updated for GST relatedactivities. This has strengthened the compliance at all levels in the Company undersupervision of the compliance officer who has been entrusted with the responsibility tooversee its functioning.


In consultation with a professional agency of international repute themanagement has framed risk management policy and identified the key risks to the businessand its existence. There is no risk identified that threatens the existence. For majorrisks please refer to the section titled ‘Risks and Concerns' of report onManagement Discussion and Analysis.


As a responsible corporate citizen your Company supports a charitabletrust Shri Puran Chandra Gupta Smarak Trust to discharge its social responsibilities.Pehel an outfit of the trust provides social services such as organisingworkshops/seminars to voice different social issues health camps/road shows for creatingawareness on the social concerns and helping the underprivileged. Pehel has been workingwith various national and international organisations such as World Bank and UNICEF onvarious projects to effectively discharge the responsibilities entrusted by the Company.Shri Puran Chandra Gupta Smarak Trust under its aegis has also been imparting primarysecondary higher and professional education to more than 10800 students through schoolsand colleges at Kanpur Noida Lucknow Varanasi Dehradun and smaller towns Kannauj andBasti. The Company has also been assisting trusts and societies dedicated to the cause ofpromoting education culture healthcare sanitation etc.

Through its newspapers the Company works on awakening the readers onsocial values and at the core of its editorial philosophy are 7 principles (called SaatSarokaar) viz. Poverty Eradication Healthy Society Educated Society Women EmpowermentEnvironment Conservation Water Conservation and Population Management.

Beyond the content we also leverage our massive reach to organiseinitiatives that are in spirit of these seven principles and have the potential tomobilise citizens and generate ground-level impact. Some of the initiatives undertaken in2017-18 are detailed in Business Responsibility Report forming part of the Annual Report.

In FY 2014-15 and FY 2015-16 the Company spent the entire prescribedamount of 2% of the average net profits of the Company on CSR activities. In FY 2016-17the Company spent Rs500 Lakh on its CSR activities out of the prescribed amount of Rs685Lakh (1.46%). In FY 2017-18 the Company has spent Rs200 Lakh on its CSR activities out ofthe prescribed amount of Rs817.80 Lakh. As a socially responsible company the Company iscommitted to increase its CSR impact over the coming years with its aim of playing alarger role in India's sustainable development by embedding wider economic socialand environmental objectives. The shortfall in expenditure during FY 2016-17 and FY2017-18 was due to non availability of suitable opportunities.

The Company has adopted the CSR policy keeping into account section 135of Companies Act 2013. The salient features of Company's CSR policy and its detailsof expenditure on CSR activities during FY 2017-18 as required under the Act read withrule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 are given in AnnexureII. The CSR Policy is also uploaded on the corporate


The Company promotes ethical behavior in all its business activitiesand in line with the best practices for corporate governance. It has established a systemthrough which directors & employees may report breach of code of conduct includingcode of conduct for insider trading unethical business practices illegality fraud andcorruption etc. at work place without fear of reprisal. The Company has established awhistle blower mechanism for the directors and employees. The functioning of the Vigilmechanism is reviewed by the Audit Committee from time to time. None of theemployees/directors has been denied access to the Audit Committee. The details of theWhistle Blower Policy are given in the Report on Corporate Governance and also availableon the website of the Company at

During FY 2017-18 there was no complaint reported by any director oremployee of the Company under this mechanism.


As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition

& Redressal) Act 2013 read with the rules made thereunder theCompany has in place a Prevention of Sexual Harassment (POSH) policy. Frequentcommunication of this policy is done through the programs to the employees. The Companyhas constituted Internal Complaints Committee in accordance with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 which is responsiblefor redressal of Complaints related to sexual harassment.

During the year under review there were no complaints pertaining tosexual harassment.


Pursuant to sub-section 3(a) of Section 134 and subsection (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extracts of the Annual Return as at March 31 2018 inForm MGT-9 are set out in Annexure III to the Directors' Report.

AUDITORS & AUDITORS' REPORT (a) Statutory Auditors & AuditReport

Pursuant to provisions of Section 139 of the Act and Rules thereunderDeloitte Haskins & Sells Chartered Accountants Kolkata (FRN 302009E) were appointedas Statutory Auditors of the Company for a term of five years to hold office from theconclusion of 41st Annual General Meeting of the Company held on September 282017 till the conclusion of the 46th Annual General Meeting to be held in theyear 2022 subject to ratification of their appointment at every subsequent Annual GeneralMeeting.

As the first proviso to sub-section (1) of Section 139 requiringratification has been omitted by the Companies (Amendment Act) 2017 as notified by theMinistry of Corporate Affairs on May 7 2018 resolution seeking ratification of theirappointment is not required and therefore does not form part of the Notice convening the42nd Annual General Meeting.

In terms of provisions of section 139 of the Companies Act 2013Deloitte Haskins & Sells Chartered Accountants Kolkata (FRN 302009E) have furnisheda certificate that their appointment continue to be within the limits prescribed underthe said section of the Act.

There is no adverse comment in the Auditor's Report needingexplanation.

(b) Secretarial Audit & Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Adesh Tandon & Associates Practicing Company Secretaries to conductSecretarial Audit for FY 2017-18. The Secretarial Audit Report in Form MR-3 for thefinancial year March 31 2018 is set out in Annexure IV to the Directors'Report.

The observations as contained in the Secretarial Audit Report areself-explanatory and needs no further clarifications.


(i) No share (including sweat equity shares) to employees of theCompany under any scheme was issued.

(ii) No orders were passed by any of the regulators or courts ortribunals impacting the going concern status and Company's operations in future.


In accordance with the requirements of Section 134(3) (c) and 134(5) ofthe Companies Act 2013 the directors hereby confirm that:

a) In the preparation of the annual accounts the applicable accountingstandards had been followed and there were no material departure from the same;

b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company and of the profit andloss of the Company at the end of the financial year;

c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concernbasis;

e) The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls were adequate and wereoperating effectively; and

f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.


During the financial year under review the Company has complied withthe applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings) issued by The Institute of Company Secretariesof India and approved by the Central Government under Section 118(10) of the CompaniesAct 2013.


A Report on Corporate Governance as stipulated under Regulations 17 to27 of Listing Regulations is set out separately and forms part of the Annual Report. The

Company has been in compliance with all the norms of CorporateGovernance as stipulated in Regulations 17 to 27 of Listing Regulations.


The ‘Business Responsibility Report' (BRR) of the Company forthe year under review describing initiatives taken by the Company from an environmentalsocial and governance perspectives as required under Regulation 34(2)(f) of the ListingRegulations is set out separately and forms part of the Annual Report.


Management Discussion and Analysis Report for the year under review asrequired under Regulation 34 of Listing Regulations is set out separately and forms partof the Annual Report.


Upon appointment of a new Independent Director the Company issues aformal letter of appointment which inter alia sets out in detail the terms and conditionsof appointment their duties responsibilities and expected time commitments amongstothers. The terms and conditions of their appointment are disclosed on the website of theCompany.

The Board members are provided with the necessary documentspresentation reports and policies to enable them to familiarise with the Company'sprocedures and practices. Periodic presentations are made at the meetings of Board and itsCommittees on Company's performance. Detailed presentations on the Company'sbusinesses and updates on relevant statutory changes and important laws are also given inthe meetings.

During the financial year familiarisation programme for directors washeld to give an overview of and update on Companies Amendment Act 2017 and SEBI'sCommittee on Corporate Governance 2017 (Kotak Committee). The details of familiarisationprogram for Directors are posted on the Company's website(weblink: AND_FAMILIARISATIONPROGRAMME_2017-18.pdf).


(i) The information as per the provisions of Section 197 (12) of theCompanies Act 2013 read with Rule 5 (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended is provided separatelyforming part of this Annual Report. Further the Report and Financial Statement are beingsent to the members excluding the aforesaid annexure.

In terms of Section 136 of the Companies Act 2013 the same is open forinspection at the Registered office of the Company. Members who are interested inobtaining such particulars may write to the Company Secretary of the Company.

(ii) The ratio of the remuneration of each director to the medianemployee(s) remuneration and other details in terms of sub-section 12 of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are set out in Annexure V to theDirector's Report.


The Dividend Distribution Policy as adopted to set out the parametersand circumstances that will be taken into account by the Board in determining thedistribution of dividend to its shareholders of the Company as required under Regulation43A of the Listing Regulations is set out separately and forms part of the Annual Reportand is also available on the Company's website (


The Operations of the Company are not energy intensive; steps arecontinually taken to conserve energy in all possible ways.

In past few years the Company has undertaken several initiatives inthe areas of energy efficiency across locations to conserve the energy. Some of theseinitiatives include:

Replacement of conventional lighting with LED lighting across ourlocations.

Installation of star-rated energy efficient air conditioners.

Installation of energy meters for monitoring energy consumption ofmajor electrical equipment. Using printing equipment that runs on spray dampeningtechnology which consumes half the water as compared to brush dampening technology.Installation of rainwater harvesting structures at our locations.

Use of R-22 refrigerant in our air conditioners which has a lowerglobal warming potential. b) Technology Absorption

Technology absorption is a continuing process. In FY 2016-17 weadopted a technology for scheduling of advertisements. It resulted in decreasing ofprocess time and has centralised and ensured better co-ordination among Editorial andProduction functions. This mode provides synergy in planning multiple locations anddifferent editions together by central team. The page taking time of hours was reduced tominutes. Reporting modules were made strong after the implementation of this technology.Chances of printing of wrong advertisements have been minimised. This has also helped usin distribution of advertisement materials all across publications seamlessly and moreeffectively.

c) Foreign Exchange Earnings and Outgo

The details of earnings and outgo in foreign exchange are as under:

(Rs in Lakh)
Year ended March 31 2018 Year ended March 31 2017
Foreign exchange earned NIL NIL
Foreign exchange outgo
i. Import of Raw 20079.21 9458.88
ii. Import of stores and spares - 26.39
iii. Import of Capital goods 414.60 1760.00
iv. Travelling Expenses 64.42 71.55
v. Interest on Term loan - 22.76
vi. Other Expenses 86.76 29.32
Total 20656.38 11368.90


For and on Behalf of the Board of Directors
Place: New Delhi Mahendra Mohan Gupta
Date: May 25 2018 Chairman and Managing Director