Jagran Prakashan Ltd Directors Report.

Dear Shareholders,

The Directors have the pleasure in presenting the 42nd Annual Report and Audited Financial Statements of the Company for the year ended on March 31, 2018.


The summarised standalone and consolidated financial results of the Company for the financial year ended March 31, 2018 as compared to the previous year 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 230,398.22 228,295.14 189,794.94 190,007.72
Other Income 1,549.29 695.57 221.26 782.80
Other gains/(losses) – net 3,120.89 3,422.61 2,457.68 3,201.34
Total Expenditure 172,083.52 164,339.70 142,958.85 137,370.71
Profit before Interest, Depreciation, Prior 62,984.88 68,073.62 49,515.03 56,621.15
Period Items and Tax
Less: Finance Costs 2,711.43 3,503.98 1200.65 1,977.50
Less: Depreciation and Amortisation Expenses 13,607.61 12,889.08 8235.13 8,166.09
Profit before Exceptional/Prior Period Items and Tax 46,665.84 51,680.56 40,079.25 46,477.56
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 46,669.70 51,686.57 40,079.25 46,477.56
Less: Tax Expense (other than exceptional item) 15,572.06 16,754.45 13,477.95 14,871.13
Profit for the Year (PAT) (before exceptional item) 31,097.64 34,932.12 26,601.30 31,606.43
Exceptional Item - - - -
Profit for the Year (PAT) (after exceptional item) 31,097.64 34,932.12 26,601.30 31,606.43
Other Comprehensive income (Net of Tax) (39.50) (356.99) (23.49) (195.99)
Total Comprehensive Income for the Year 31,058.14 34,575.13 26,577.81 31,410.44
Opening Balance of Retained Earnings 104,655.31 90,767.93 83,380.09 51,793.95
Net Profit for the Year 31,097.64 34,932.12 26,601.30 31,606.43
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 (1,113.96) (171.15) - -
Non-controlling interest out of retained earnings - (18,747.08) - -
Dividend (9,342.35) - (9,342.35) -
Dividend Distribution Tax (1,901.88) - (1,901.88) -
Transfer to/(from) Debenture Redemption (1,013.89) (1,851.74) - -
Transfer to/(from) Capital Redemption Reserve (310.00) - (310.00) -
Closing Balance of Retained Earnings 1,22,103.36 1,04,655.31 98,455.94 83,380.09


The turnover of the Company was Rs2,30,398.22 Lakh for the year ended March 31, 2018 as compared to Rs2,28,295.14 Lakh in the previous year. The Companys Profit for the year ended March 31, 2018 was Rs31,097.64 Lakh as compared to Rs34,932.12 Lakh in the previous year.

(ii) Standalone

The turnover of the Company was Rs1,89,794.94 Lakh for the year ended March 31, 2018 as compared to Rs1,90,007.72 Lakh in the previous year. The Companys Profit for the year ended March 31, 2018 was Rs26,601.30 Lakh as compared to Rs31,606.43 Lakh in the previous year.

For a detailed analysis of financial performance, refer to report on Management Discussion and Analysis.


I. In April 2017, the Company had completed a buyback of 1,55,00,000 fully paid up equity shares of face value of Rs2 each representing 4.74% of the total number of outstanding equity shares of the Company at a price 195 per equity share for an aggregate amount of Rs3,02,25,00,000, on proportionate basis through the tender offer route. Accordingly, the share capital of the Company was reduced from Rs65,38,23,658 (32,69,11,829 shares) to Rs62,28,23,658 (31,14,11,829 shares).

II. On April 27, 2018, the Board approved an yet another proposal for buyback of up to 1,50,00,000 fully paid up equity shares of face value of Rs2 each representing 4.82% of the total number of outstanding equity shares of the Company, at a price of Rs195 per equity share, for maximum amount of Rs2,92,50,00,000 on proportionate basis through the tender offer route, subject to approval of the members of the Company by postal ballot/e-voting and also such other approvals, permissions and sanctions as may be required under law. The postal ballot/e-voting for obtaining approval of shareholder by way of special resolution is under progress as on the date of this Report.


TheBoardofDirectorsoftheCompanyhasrecommended a dividend of Rs3/- per equity share (Face value Rs2 per equity share) for the financial year ended March 31, 2018, amounting to Rs10,720.20 Lakh (inclusive of tax and after considering buyback of equity 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 42nd Annual General Meeting.


The Company has not accepted any deposit from public/shareholders in accordance with section 73 of the Companies Act, 2013 and as such, no amount on account of principal 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 directors liable to retire by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The brief resume of directors retiring by rotation but seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies in which they hold directorship and/ or membership/chairmanship of the committees of the Board, their shareholdings etc., as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations") is given in the Notice of the 42nd Annual General Meeting.


During the year under review, none of the Directors or KMPs was appointed or resigned.


Every Independent Director, at the first meeting of the Board after appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, provides a declaration that he/she meets the criteria of independence as provided under law.

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


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

Performance evaluation of the Board was done on key attributes such as composition, administration, corporate governance etc. Parameters for evaluation of directors included constructive participation in meetings and engagement with colleagues on the Board. Similarly, committees were evaluated on parameters such as adherence to the terms of mandate, deliberations on key issues etc. The Chairman of the Company was evaluated 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 to optimise its overall effectiveness.

The evaluation process was anchored by an independent professional agency of international repute to ensure independence, confidentiality and neutrality. A report on the evaluation process and the results of the evaluation were presented by the agency to the Board.

The Nomination and Remuneration Policy of the Company is attached hereto as Annexure I to the Directors Report.


The Company has Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility Committee which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes. The details with respect to the composition, powers, roles, terms of reference, policies etc. of relevant Committee are given in detail in the ‘Report on Corporate Governance.


Five meetings of the Board of Directors were held during the year. For further 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 for the last few years.

On November 9, 2017, Board of Directors of the Company approved to dispose off Companys full shareholding in NML at a consideration of Rs5 Lakh to its erstwhile promoter, Mr. Vinay Chhajlani (a non-related party) from whom the shares were acquired in the year 2012. Thereafter, on January 16, 2018 shares of Naidunia Media Limited (NML) held by the Company were transferred and NML ceased to be the subsidiary of the Company w.e.f January 16, 2018.


In accordance with the Ind AS 110 on Consolidated Financial Statements read with the Ind AS 28 on Accounting for Investments in Associates notified under Section 129(3) of the Companies Act, 2013, the Audited Consolidated Financial Statements are provided in the Annual Report.

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

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

The Company has no joint venture.

The financial performance of the subsidiaries and associate companies are discussed in the Report on Management Discussion & Analysis. Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries and associates in Form AOC-1 form part of the Annual Report.

In accordance with section 136 of the Companies Act, 2013, the Annual Accounts of the subsidiaries, are available on the website of the Company and also open for inspection by any member at the Companys Registered Office and the Company will make available these documents and the related detailed information upon request by any member of the Company or any member of its subsidiary Company who may be interested in obtaining the same.


The Board reports that no material changes and commitments affecting the 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 for buyback of up to 150,00,000 fully paid up equity shares of Rs2 each aggregating to Rs29,250 Lakh at a price of 195/- per equity share, subject to the approval of the shareholders of the Company by way of special resolution through postal ballot/E-voting and subject to approvals of other regulatory authorities.


All related party transactions that were entered during the financial year were in the ordinary course of business of the Company and on arms length basis. There were no materially significant related party transactions entered during the year by the Company with the Promoters, Directors, Key Managerial Personnel or other related parties which could have a potential conflict with the interest of the Company.

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

The policy on dealing with related party transactions as approved by the Audit Committee is uploaded on the website of the Company at www.jplcorp. in.(weblink:http://jplcorp.in/new/pdf/RPT_policy.pdf).

Since all related party transactions entered by the Company were in the ordinary course of business and on an arms length basis, form AOC-2 as prescribed pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

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


The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested by the management as well as auditors and no reportable material weakness in the process or operation was observed.


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


In consultation with a professional agency of international repute, the Company has set up the necessary framework which is being updated for GST related activities. This has strengthened the compliance at all levels in the Company under supervision of the compliance officer who has been entrusted with the responsibility to oversee its functioning.


In consultation with a professional agency of international repute, the management has framed risk management policy and identified the key risks to the business and its existence. There is no risk identified that threatens the existence. For major risks, please refer to the section titled ‘Risks and Concerns of report on Management Discussion and Analysis.


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

Through its newspapers, the Company works on awakening the readers on social values and at the core of its editorial philosophy are 7 principles (called Saat Sarokaar) viz. Poverty Eradication, Healthy Society, Educated Society, Women Empowerment, Environment Conservation, Water Conservation and Population Management.

Beyond the content, we also leverage our massive reach to organise initiatives that are in spirit of these seven principles and have the potential to mobilise citizens and generate ground-level impact. Some of the initiatives undertaken in 2017-18 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 prescribed amount of 2% of the average net profits of the Company on CSR activities. In FY 2016-17, the Company spent Rs500 Lakh on its CSR activities out of the prescribed amount of Rs685 Lakh (1.46%). In FY 2017-18, the Company has spent Rs200 Lakh on its CSR activities out of the prescribed amount of Rs817.80 Lakh. As a socially responsible company, the Company is committed to increase its CSR impact over the coming years, with its aim of playing a larger role in Indias sustainable development by embedding wider economic, social and environmental objectives. The shortfall in expenditure during FY 2016-17 and FY 2017-18 was due to non availability of suitable opportunities.

The Company has adopted the CSR policy keeping into account section 135 of Companies Act, 2013. The salient features of Companys CSR policy and its details of expenditure on CSR activities during FY 2017-18 as required under the Act read with rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure II. The CSR Policy is also uploaded on the corporate website www.jplcorp.in.(weblink:http:// jplcorp.in/new/pdf/CSR_Policy_Final.pdf)


The Company promotes ethical behavior in all its business activities and in line with the best practices for corporate governance. It has established a system through which directors & employees may report breach of code of conduct including code of conduct for insider trading, unethical business practices, illegality, fraud and corruption etc. at work place without fear of reprisal. The Company has established a whistle blower mechanism for the directors and employees. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the employees/directors has been denied access to the Audit Committee. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and also available on the website of the Company at www.jplcorp.in.(weblink:http:// jplcorp.in/new/pdf/VIGIL_POLICY.pdf)

During FY 2017-18, there was no complaint reported by any director or employee 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, the Company has in place a Prevention of Sexual Harassment (POSH) policy. Frequent communication of this policy is done through the programs to the employees. The Company has constituted Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is responsible for redressal of Complaints related to sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment.


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

AUDITORS & AUDITORS REPORT (a) Statutory Auditors & Audit Report

Pursuant to provisions of Section 139 of the Act and Rules thereunder, Deloitte Haskins & Sells, Chartered Accountants, Kolkata (FRN 302009E) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 41st Annual General Meeting of the Company held on September 28, 2017, till the conclusion of the 46th Annual General Meeting to be held in the year 2022, subject to ratification of their appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 requiring ratification has been omitted by the Companies (Amendment Act) 2017, as notified by the Ministry of Corporate Affairs on May 7, 2018 resolution seeking ratification of their appointment is not required and therefore does not form part of the Notice convening the 42nd Annual General Meeting.

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

There is no adverse comment in the Auditors Report, needing explanation.

(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 has appointed Adesh Tandon & Associates, Practicing Company Secretaries to conduct Secretarial Audit for FY 2017-18. The Secretarial Audit Report in Form MR-3 for the financial year March 31, 2018 is set out in Annexure IV to the Directors Report.

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


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

(ii) No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Companys operations in future.


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

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

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

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

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

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

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.


During the financial year under review, the Company has complied with the 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 Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.


A Report on Corporate Governance as stipulated under Regulations 17 to 27 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 Corporate Governance as stipulated in Regulations 17 to 27 of Listing Regulations.


The ‘Business Responsibility Report (BRR) of the Company for the year under review describing initiatives taken by the Company from an environmental, social and governance perspectives as required under Regulation 34(2)(f) of the Listing Regulations is set out separately and forms part of the Annual Report.


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


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

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Companys performance. Detailed presentations on the Companys businesses and updates on relevant statutory changes and important laws are also given in the meetings.

During the financial year familiarisation programme for directors was held to give an overview of and update on Companies Amendment Act, 2017 and SEBIs Committee on Corporate Governance, 2017 (Kotak Committee). The details of familiarisation program for Directors are posted on the Companys website (weblink:http://jplcorp.in/new/pdf/ORIENTATION_ AND_FAMILIARISATION PROGRAMME_2017-18.pdf).


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

In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered office of the Company. Members who are interested in obtaining such particulars may write to the Company Secretary of the Company.

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


The Dividend Distribution Policy as adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders of the Company as required under Regulation 43A of the Listing Regulations, is set out separately and forms part of the Annual Report and is also available on the Companys website, (http:// jplcorp.in/new/pdf/dividend_distribution_policy.pdf).


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

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

Replacement of conventional lighting with LED lighting across our locations.

Installation of star-rated energy efficient air conditioners.

Installation of energy meters for monitoring energy consumption of major electrical equipment. Using printing equipment that runs on spray dampening technology 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 lower global warming potential. b) Technology Absorption

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

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