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Directors Report of Jagran Prakashan Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have the pleasure in presenting the 40th Annual Report and Audited Accounts of the Company for the year ended on March 31, 2016.

Financial Results:

The summarised standalone and consolidated financial results of the Company for the financial year ended March 31, 2016 as compared to the previous year were as under:

(Amount Rs. in Lakhs)

Consolidated Standalone

Particulars Year Ended Year Ended Year Ended Year Ended March 31, March 31, March 31, March 31, 2016 2015 2016 2015

Revenue from Operations 210651.37 176976.18 180401.54 166172.03

Other Income 3824.48 3205.89 2894.64 2999.77

Total Expenditure 152069.60 132335.37 130570.46 122684.71

Profit before Interest, Depreciation, Prior Period Items 62406.25 47846.70 52725.72 46487.09 and Tax (PBIDT)

Less: Finance Costs 5226.46 3693.20 5664.25 3524.65

Less: Depreciation and Amortisation 10439.41 10353.57 8406.11 9506.81

Profit before Exceptional/Prior Period Items and Tax 46740.38 33799.93 38655.36 33455.63

Less: Exceptional /Prior Period Items (Net) - - - -

Profit before Extraordinary items & Tax 46740.38 33799.93 38655.36 33455.63

Extraordinary items 11630.40 8030.85 - -

Profit Before Taxes (PBT) 58370.78 41830.78 38655.36 33455.63

Less: Tax Expense (Net) 13904.19 11021.34 13153.49 11100.98

Less:/(Add): Share of Minority Interests in Profits/(Losses) - 14.95 - -

Add/(Less): Share of Net Profit/(Loss) of Associates 6.80 2.45 - -

Profit for the year (PAT) 44473.39 30796.94 25501.87 22354.65

Add: Balance of Profit brought forward 45466.99 34371.94 33317.16 31133.72

Add: Dividend to Subsidiary Company 36.54 469.32 - -

Balance available for Appropriation 89976.92 65638.20 58819.03 53488.37

Appropriations:

Transfer to/(from) Debenture Redemption Reserve 1708.33 3000.00 - 3000.00

Transfer to Capital Redemption Reserve - - - -

Transfer to General Reserve - 3400.00 - 3400.00

Interim Dividend - - - -

Proposed Final Dividend - 11441.91 - 11441.91

Corporate Dividend Tax - 2329.30 - 2329.30

Balance carried to Balance Sheet 88268.59 45466.99 58819.03 33317.16

Financial Highlights:

(i) Consolidated

In the year 2015-16 the Company recorded growth of 19.03% in revenue from operations, growth of 30.43% in PBIDT and growth of 44.41% in Net Profit.

(ii) Standalone

In the year 2015-16, the Company recorded growth of 8.56% in revenue from operations, growth of 13.42% in PBIDT and growth of 14.08% in Net Profit.

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

Dividend:

The Management has not proposed any dividend for the financial year 2015-16. However, a proposal for buy-back of equity shares has been under consideration of the Board, which the Board could not consider in its meeting held on 30th May 2016 as the Schemes of Arrangements under section 391 - 394 of the Companies Act 1956 were pending disposition at High Courts.

Fixed Deposits:

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.

Credit Rating:

Details of credit rating assigned by CRISIL are given below:

Amount in Facility Crores Rating

Cash credit 175 CRISIL AA / Stable

Letter of Credit* 110 CRISIL A1

Proposed Long Term 23 CRISIL AA / Stable Bank Loan Facility

Term Loan 67 CRISIL AA / Stable

Total 375

*Fully inter changeable with bank guarantee

Details of Directors or KMP''s:

Appointment/ Resignation of Directors

During the year, two Independent Directors resigned from the Board of Directors of the Company. Mr. Akhilesh Krishna Gupta resigned w.e.f. October 9, 2015 due to his pre-occupation and Mr. Bharatji Agrawal resigned w.e.f. January 29, 2016 due to his ill-health. The Board has placed on record its appreciation for the valuable contribution made by them during their tenure as Director of the Company.

Mr. Vikram Sakhuja was appointed as Additional Director of the Company w.e.f. April 15, 2016 as per provisions of Section 161 of the Companies Act, 2013. Mr. Sakhuja in his capacity as an Additional Director will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. Notice under Section 160 of the Companies Act, 2013 has been received from a member signifying his intention to propose his appointment as Director.

Ms. Anita Nayyar was appointed Non- Executive Independent Director of the Company in the Annual General Meeting held on September 30, 2014 for a period of 2 years. Her present term will expire in the forthcoming Annual General Meeting. Being eligible, it is proposed to re-appoint her in the 40th Annual General Meeting of the Company. Notice under Section 160 of the Companies Act, 2013 has been received from a member signifying his intention to propose her appointment as Director.

Retirement by Rotation:

Mr. Sunil Gupta and Mr. Satish Chandra Mishra are directors liable to retire by rotation.

The brief resume of directors retiring by rotation but seeking reappointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies on which they hold directorship and/ or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under SEBI (LODR) Regulations, 2015 is given in section "Report on Corporate Governance" of the Annual Report.

Key Managerial Personnel:

No KMP(s) has been appointed or has retired or has resigned during the financial year 2015-16.

The Board of Directors in its meeting held on May 30, 2016 has subject to the approval of the shareholders have approved the re-appointment of Mr. Mahendra Mohan Gupta- Chairman & Managing Director, Mr. Sanjay Gupta- CEO and Wholetime Director, Mr. Shailesh Gupta- Wholetime Director, Mr. Dhirendra Mohan Gupta- Wholetime Director and Mr. Sunil Gupta-Wholetime Director for the further period of 5 years w.e.f October 1, 2016. The proposal for re-appointment of the aforesaid Directors of the Company with terms and conditions of their re-appointment including remuneration are set out in the notice convening the 40th Annual General Meeting.

Declaration of Independence by Independent Directors:

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, provides a declaration that he/she meets the criteria of independence as provided under law.

Annual Evaluation of Board of its own performance, of its Committees and Individual Directors:

The Companies Act, 2013 and Regulations 17 to 20 of SEBI (LODR) Regulations, 2015 mandate performance evaluation of all the Directors including Chairman, Board and its Committees. The Company has established a framework for performance evaluation in line with the applicable regulatory provisions.

The Independent Directors reviewed the performance of non-independent Directors, the Chairman and the Board. The Nomination & Remuneration Committee evaluated the performance of the Independent Directors, Non-Independent Directors and the Chairman of the Company. Structured questionnaires as approved by the Nomination & Remuneration Committee were used by reviewers to assess (i) Board Effectiveness, (ii) Evaluation of Non-independent Directors, (iii) Evaluation of Independent Directors, (iv) Evaluation of Committees (Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility and (v) Evaluation of Chairperson.

The evaluation process was anchored by an independent consultant so that evaluation is done without any bias or influence with complete independence. A report on the evaluation process and the results of the evaluation was presented by the consultant to the Board, without disclosing comments of the relevant evaluators.

The Board uses the results of evaluation process to improve its effectiveness in the interest of the Company.

The Nomination & Remuneration Policy of the Company is attached hereto as Annexure I to the Director''s Report.

Committees of The Board:

The Company has Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility 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''.

Meetings of The Board

Six meetings of the Board of Directors were held during the year. For further details, please refer to Report on Corporate Governance.

Performance & Financial Position of the Subsidiary, Associates and Consolidated Financials:

In accordance with the Accounting Standard AS- 21 on Consolidated Financial Statements read with the Accounting Standard AS-23 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. Naidunia Media Limited

iii. Suvi Info Management (Indore) Private Limited

iv. Shabda Shikhar Prakashan (Firm)

v. Music Broadcast Limited, w.e.f 11.06.2015

vi. Crystal Sound and Music Private Limited, w.e.f 11.06.2015

vii. Spectrum Broadcast Holdings Private Limited, w.e.f 11.06.2015

viii. Music Broadcast Employee Welfare Trust w.e.f. 11.06.2015

In addition, share in Profit/Loss of 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 associates companies are discussed in 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 SEBI (LODR) Regulations, 2015, 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.

The Annual Accounts of the subsidiary companies are open for inspection by any member at the Company''s 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.

Material Changes and Commitments, if any, Affecting the Financial Position:

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 of Company and the date hereof.

Acquisition of Music Broadcast Limited:

The Board of Directors of the Company approved the entry of the Company into the radio business through acquisition of Music Broadcast Private Limited (now known as Music Broadcast Limited "MBL") on December 16, 2014. After receiving the requisite approvals, the Company in June, 2015 acquired 100% stake of Spectrum Holdings Private Limited ("Spectrum"), holding company of MBL. MBL shareholding is held by Spectrum 71.34%, Crystal Sound and Music Private Limited (a 100% subsidiary of Spectrum) 21.48% and Music Broadcast Employees Welfare Trust, a trust wholly controlled by the Company 7.18%. For details refer Section titled "The Company, its subsidiaries and Associates" in the Report on Management Discussion and Analysis.

Scheme of Arrangement of Suvi-Info Management (Indore) Private Limited ("Suvi"):

The Board of Directors of the Company in their meeting held on July 27, 2015 has approved a Scheme of Arrangement for the amalgamation of SUVI, a 100% subsidiary of the Company with the Company. Appointed Date of Scheme is 1st January 2016 or such other date as may be agreed by the Transferor and Transferee Companies and approved by High Court.

Rationale of the Scheme are as under: -

1. Consolidation of the business and assets of the two companies. This would help the two companies in saving various administrative, managerial and other costs and improving organisational efficiency.

2. Dissolving SUVI without winding up as it has lost its relevance in view of the fact that it has not succeeded in commencing any of the businesses as specified in its Main Objects in past nine years since incorporation and has no intent to carry on any such business even in future. Currently, SUVI primarily has debts owed to or recoverable from Company. Its amalgamation into Company will help the Company, a listed entity in restructuring its balance sheet and present a cleaner picture of its financial health to its vast base of shareholders, lenders and other stakeholders, besides strengthening its capital structure.

SUVI is wholly-owned subsidiary of the Company and therefore there is no issue of shares by the Company to the shareholders of SUVI.

The Scheme has been approved by Hon''ble Allahabad High Court on 13th March, 2016 and is pending for approval by Hon''ble Bombay High Court.

Composite scheme of arrangement of Jagran Prakashan Limited, Crystal Sound & Music Private Limited, Spectrum Broadcast Holdings Private Limited, Shri Puran Multimedia Limited and Music Broadcast Limited:

The Board of Directors of the Company in their meeting held on October 9, 2015 has approved the composite Scheme of Arrangement between Jagran Prakashan Limited (the "Amalgamated Company or JPL") and Crystal Sound & Music Private Limited ("Transferor Company 1") and Spectrum Broadcast Holdings Private Limited ("Transferor Company 2") and Shri Puran Multimedia Limited ("Demerged Company") and Music Broadcast Limited ("Resulting Company") and their respective shareholders and creditors for the Transferor Companies to be amalgamated with the Amalgamated Company and Demerged Company to be demerged with Resulting Company. Appointed Date of the Scheme is 1st January 2016 or such other date as may be agreed by the Transferor Companies, Amalgamated Company, Resulting Company and the Demerged Company and as approved by High Courts.

Rationale of the Scheme are as under: -

(i) The Amalgamation will improve key financial ratios of JPL and will enable it to present healthier balance sheet.

(ii) Consolidation of the business and asset of Transferor Company 1, Transferor Company 2 and JPL would help the three companies in saving various administrative, managerial and other costs and improving organizational efficiency.

(iii) JPL is engaged in the event, ground activation and promotional business amongst other businesses. The Transferor Company 1 is also engaged in same line of business as the Amalgamated Company. Consolidation of business of Transferor Company 1 would enable JPL to consolidate the related business, bring cost synergies and have focused management attention towards the business thereby enabling better growth in revenues and profits.

(iv) Amalgamation of Transferor Companies into JPL will result in simplifying the ownership structure such that JPL would become direct holder of approximately 93% of equity capital of MBL, which is indirectly held by it through Transferor Companies.

(v) JPL acquired 100% equity capital of Transferor Company 2 with the intention to ultimately consolidate the businesses of Transferor Companies into itself and derive the benefit of synergies. The Transferor Company 2 holds the equity stake in MBL to the extent of 71.34% and equity stake in Transferor Company 1 to the extent of 100%. Further, the said amalgamation will give JPL a valuable right of owning and running FM Radio Station in the country.

(vi) Demerger of Radio Business Undertaking into MBL would enable MBL to consolidate related business, bring cost synergies and have focused management attention towards the business thereby enabling better growth in revenues and profits.

(vii) Demerger of the Radio Business Undertaking into MBL would more specifically help in increasing revenue and saving various administrative, managerial and other costs through various synergies besides improving organizational efficiency.

The Scheme is subject to requisite approvals including Public Shareholders, Hon''ble Allahabad and Bombay High Courts.

Related Party Contracts /Arrangements:

All related party transactions that were entered during the financial year were in the ordinary course of business of the Company on arm''s 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 arm''s 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. 44 to the standalone and consolidated financial statements.

Internal Financial Controls:

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

Particulars of Loans, Guarantees & Investments:

The details are provided in Note No.43 to the standalone and Note No.42 to consolidated financial statements respectively.

Legal Framework and Reporting Structure:

In consultation with the consultants of international repute, the company has set up the necessary framework. 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.

Risk Management Policy and Identification of Key Risks:

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.

CSR Activities:

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 organizing workshops/seminars to voice different social issues, health camps/road shows for creating awareness on the social concerns and helping underprivileged masses. Pehel has been working with various national and international organizations 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 8000 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, etc.

Pehel - The Initiative, a charitable institution dedicated to the social cause assists Company in identifying the opportunities of social significance and also monitors the utilization of Company''s financial assistance for social cause, wherever required.

The Company has adopted the CSR policy keeping into account section 135 of Companies Act, 2013. The salient features of Company''s CSR policy and its details of expenditure on CSR activities during the financial year 2015-2016 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)

Establishment of Vigil / Whistle Blower Mechanism:-

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 the Financial Year 2015-2016 there was no complaint reported by any Director or employee of the company under this mechanism.

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013, read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of Complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Extract of Annual Return:

Pursuant to sub-section 3(a) of Section 134 and sub- section (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, 2016 in Form MGT-9 are set out in Annexure III to the Directors'' Report.

Auditors & Auditors'' Report:

(a) Statutory Auditors & Audit Report:

M/s Price Waterhouse Chartered Accountants LLP, Statutory Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed thereunder for reappointment as Auditors of the Company.

There is no adverse comment in the Auditor''s Report, needing explanation.

(b) Secretarial Audit & Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2015-2016. The Secretarial Audit Report in Form MR-3 for the financial year March 31, 2016 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.

Other Disclosures:

(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 company''s operations in future.

Directors'' Responsibility Statement:

In accordance with the requirements of Section 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;

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 this Act 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 are operating effectively.

Corporate Governance:

A Report on Corporate Governance as stipulated under Regulations 17 to 27 of SEBI (LODR) Regulations, 2015 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 SEBI (LODR) Regulations, 2015.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review as required under Regulation 34 of SEBI (LODR) Regulations, 2015 is set out separately and forms part of the Annual Report.

Familiarization Programme for Directors:

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 Company''s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Company''s performance. Detailed presentations on the Company''s businesses and updates on relevant statutory changes and important laws are also given in the meetings.

Familiarisation programme for directors was held on 30th October 2015 to give an overview of and update on Radio City owned by Music Broadcast Limited which has been acquired by the Company in June 2015, latest developments in the Radio Industry. Another familiarisation programme for directors was held on 29th January 2016 to update the directors on key regulatory changes. The details of familiarization program for Directors are posted on the Company''s website www.jplcorp.in (weblink:http://jplcorp.in/ new/pdf/ORIENTATION_AND_FAMILIARISATION_ PROGRAMME-2015-16.pdf).

A. Particulars of Employees Remuneration

(i) In terms of the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2014 as amended, forms part of this Annual Report.

In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at 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 Director''s Report.

B. Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

a) Conservation of Energy

Although the operations of the Company are not energy intensive, steps are continually taken to conserve energy in all possible ways.

b) Technology Absorption

The Company has not imported any specific technology for its printing and publication operations, although it has advanced technology printing machines, which are handled by the Company''s in-house technical team.

c) Foreign Exchange Earnings and Outgo

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

(Rs. in lakh)

Year ended Year ended Particulars March 31, 2016 March 31, 2015

Foreign exchange earned NIL NIL

Foreign exchange outgo

i. Import of Raw Materials 11553.61 9344.90

ii. Import of stores and spares 3.33 14.43

iii. Import of Capital goods 847.15 -

iv. Travelling Expenses 69.82 99.08

v. Interest on Term loan 89.35 199.38

vi. Other Expenses 30.87 17.57

Total 12594.13 9675.36

Acknowledgments:

The Directors would like to express their sincere appreciation for the cooperation and assistance received from the Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance.

For and on behalf of the Board

Place: New Delhi Mahendra Mohan Gupta

Date: May 30, 2016 Chairman and Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors have the pleasure in presenting the 38thAnnual Report and Audited Accounts of the Company for the year ended on March 31, 2014.

FINANCIAL RESULTS:

The summarised standalone financial performance of the Company for the financial year ended March 31, 2014 as compared to previous year was as under:

(Rs. in lakhs)

PARTICULARS Year ended March 31, 2014 Year ended March 31, 2013

Revenue from Operations 158903.22 141180.27

Other Income 6217.06 3061.16

Total Expenditure 122367.39 112227.48

Profit before Interest, Depreciation, Prior Period Adjustments and Tax 42752.89 32013.95 (PBIDTA)

Less: Finance Costs 3280.57 2885.72

Less: Depreciation and Amortisation 7289.35 6946.99

Profit before Exceptional/ Prior Period Items and Tax 32182.97 22181.24

Less: Exceptional/ Prior Period Items (Net) 1007.41 173.40

Profit Before Taxes (PBT) 31175.56 22007.84

Less: Tax Expense (Net) 7871.18 (42.78)

Profit for the year (PAT) 23304.38 22050.62

FINANCIAL HIGHLIGHTS:

During the year under review, the Company recorded an increase in operating revenue of12.55%, which was primarily contributed by the increases in advertisement revenue, which increased by 13.64% and circulation revenue which increased by 13.84 % as compared to the previous year. Revenue from non-newspaper businesses was Rs.11314.25 lakh as against Rs.11007.87 lakh, an increase of 2.78% over previous year.

Profit before Exception/Prior Period Items and Tax increased by 45.09% and Profit Before Tax increased by 41.66% and Profit for the year was higher by 5.69%.

Lower increase in Profit for the year was because of higher exceptional items and higher burden of tax. Exceptional items represents the value of amortization of Title – ''Dainik Jagran'' relating to earlier years to comply with the directions of SEBI requiring rectifcation of the continuing qualifcation of auditors. (Also refer Note No.13, Intangible Assets) and in the previous year, there was no tax due to benefit of accumulated losses of taken over print business of Naidunia Media Limited.

Report on Management Discussion and Analysis provides a detailed analysis of financial performance.

DIVIDEND:

The Board of Directors at their meeting held on October 30th, 2013 declared an interim dividend of Rs. 1 per equity share (50%) on 33,19,11,829 equity shares of face value of Rs. 2 each amounting to Rs. 3883.20 lakh, including dividend tax.

The Board of Directors at their meeting held on May 28th, 2014 has recommended a final dividend of Rs. 3 per equity share (150%) on 32,69,11,829 equity shares of face value of Rs. 2 each.

The final dividend, if approved by the shareholders, will entail an outgo of Rs. 11474.11 lakh towards final dividend payout, including taxes and in that case total dividend payout will be 15357.31 lakh including dividend tax for the year and percentage of dividend for the year will be 200% of the total paid up capital.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

CREDIT RATING:

CRISIL has assigned ''CRISIL AA /Stable (Reaffirmed)'' rating to Rs.175 crore Cash Credit facility, ''CRISIL AA / Stable (Reaffirmed)'' rating to Rs. 90 crore Term Loan facility, ''CRISIL A1 (Reaffirmed)'' rating to Rs70 crore Commercial Paper programme and ''CRISIL AA /Stable (Assigned)'' rating to Rs 150 crore Non- Convertible Debentures.

DIRECTORS:

Mr. Naresh Mohan due to his pre-occupations has shown his unwillingness to continue as independent director of the Company from the conclusion of the Annual General Meeting held on 25th September, 2013.The Board has placed on record its appreciation for the valuable contribution made by him as Director of the Company.

Mr. Satish Chandra Mishra was appointed as Additional Director of the Company w.e.f. October 30, 2013 as per provisions of Section 260 of the Companies Act, 1956. Thereafter, he was appointed as a Whole-time Director (Production) w.e.f. 1st January, 2014 through the approval received from members by postal ballot. Mr. Mishra in his capacity as an Additional Director will cease to hold office at the forthcoming Annual General

Meeting and is eligible for appointment. Notice under Section 160 of the Companies Act, 2013 has been received from the member signifying his intention to propose his appointment as Director.

Mr. Amit Dixit, Mr. Devendra Mohan Gupta and Mr. Sunil Gupta are directors liable to retire by rotation and being eligible offer themselves for reappointment.

Due to the pre-occupation, Mr. Gavin O''Reilly, Mr. Rashid Mirza and Mr. Vikram Bakshi, independent directors of the Company have shown their inability to continue as independent directors of the Company. The Board has placed on record its appreciation for the valuable contribution made by them as independent directors of the Company.

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 on which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section "Report on Corporate Governance" of the Annual Report.

CHANGES IN CAPITAL STRUCTURE:

During the year, the Company bought-back 50,00,000 fully paid-up equity shares of Rs.2 each, constituting 1.506% of the fully paid-up equity share capital of the Company, at a price of Rs. 95 per share for an aggregate maximum amount of Rs.4,750 lakh which represents 5.54% of the aggregate of the Company''s paid-up equity share capital and free reserves as on March 31, 2013.

As a result of the buy-back, the share capital of the company has reduced from Rs. 66,38,23,658 (33,19,11,829 shares of Rs 2 each) to Rs. 65,38,23,658 (32,69,11,829 shares of Rs 2 each).

SUBSIDIARIS AND CONSOLIDATED FINANCIALS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates notifed under Section 211(3C) of the Companies Act, 1956, 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. Naidunia Media Limited

iii. Suvi Info Management (Indore) Private Limited

i v. Shabda Shikhar Prakashan (Firm)

In addition, Share in Profit/Loss of 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 availed the general exemption available vide general circular no. 2/2011 issued by Ministry of Corporate Affairs dated February 8, 2011from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956. Accordingly, the said documents are not attached to the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the Annual Report.

The Annual Accounts of the Subsidiary Company are open for inspection by any member/investor at the Company''s Registered office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its Subsidiary Company who may be interested in obtaining the same.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act,1956, have been followed;

ii. the directors have 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 as at March 31, 2014 and of the Profit of the Company for that year;

iii. the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv . the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Price Waterhouse, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT:

There is no adverse comment in the Auditors'' Report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

As a responsible corporate citizen, your company supports a charitable trust, Shri Puran Chandra Gupta Smarak Trust, to discharge its social responsibilities.

Pehel, an outft of the trust provides social services such as organizing workshops/seminars to voice different social issues, health camps/road shows for creating awareness on the social concerns and helping underprivileged masses. Pehel has been working with various national and international organizations 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 7000 students through schools and colleges at Kanpur, Noida, Lucknow, Dehradun and smaller towns of Kannauj and Aligarh. The company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, etc.

STATUTORY INFORMATION:

A. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in Annexure to the Directors'' Report. However, as per the provisions of section 136 of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary of the Company at its Registered office.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

Although the operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible ways. The details relating to Disclosure of Particulars with respect to conservation of energy in Form A to the Rules are not applicable to the printing and publication Industry.

b) Technology Absorption

The Company has not imported any Specific technology for its printing and publication operations, although it has advanced technology printing machines, which are handled by the Company''s in-house technical team.

ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation of the cooperation and assistance received from the Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance even in the challenging economic conditions.

For and on behalf of the Board

Place: New Delhi Mahendra Mohan Gupta

Date: May 28, 2014 Chairman and Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors have the pleasure in presenting the 37th Annual Report and Audited Accounts of the Company for the year ended on March 31, 2013.

FINANCIAL RESULTS:

The summarized standalone financial performance of the Company for the financial year ended March 31, 2013 as compared to previous year was as under:

(Rs. in lakhs)

PARTICULARS Year ended March 31, 2013 Year ended March 31, 2012

Revenue from Operations 141180.27 124440.52

Other Income 3061.16 4531.07

Total Expenditure 112227.48 95173.43

Profit before Interest, Depreciation, Prior Period Adjustments and Tax (PBIDTA) 32013.95 33798.16

Less: Finance Costs 2885.72 1458.80

Less: Depreciation 6946.99 6566.56

Profit before Prior Period Adjustment and Tax 22181.24 25772.80

Less: Prior Period Adjustment (Net) 173.40 Nil

Profit Before Taxes (PBT) 22007.84 25772.80

Less: Tax Expense (Net) (42.78) 7808.48

Profit for the year (PAT) 22050.62 17964.32

FINANCIAL HIGHLIGHTS:

During the year under review, the Company recorded an increase in operating revenue of 13.45%, which was primarily contributed by the increases in advertisement revenue, which increased by 13.50 % and circulation revenue which increased by 20.05 % as compared to the previous year. Revenue from non-newspaper businesses was Rs. 11779.33 Lakhs as against Rs. 12143.79 Lakhs. Decrease in revenue from non- newspaper businesses was mainly due to discontinuing of certain Government businesses undertaken by Event Management division of the Company, because of non-payment of dues.

Report on Management Discussion and Analysis provides a detailed analysis of financial performance.

DIVIDEND:

The Board of Directors at their meeting held on May 28th, 2013 has recommended dividend of Rs. 2 per equity share (100%) on 33,19,11,829 equity shares of face value of Rs. 2 each, which, if approved at the ensuing Annual General Meeting, will be paid to (i) all those equity shareholders whose names appears in the Register of Members as on 20th September,2013 and (ii) to those whose names appears as beneficial owners, as at the end of the business hours on 20th September, 2013 as furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

The dividend, if approved by the shareholders, will entail an outgo of Rs. 7715.13 Lakhs including dividend tax.

The register of members and share transfer books will remain closed from 20th September, 2013 to 25th September, 2013 both days inclusive. The Annual General meeting has been scheduled for 25th September, 2013.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

CREDIT RATING:

CRISIL has assigned ''CRISIL AA /Stable (Reaffirmed)'' rating to Rs 17,500 Lakhs Cash Credit facility, ''CRISIL AA / Stable (Reaffirmed)'' rating to Rs. 9,000 Lakhs Term Loan facility, ''CRISIL A1 (Reaffirmed)'' rating to Rs 7,000 Lakhs Commerical Paper Programme and ''CRISIL AA /Stable (Assigned)'' rating to Rs 1500 Lakhs Non- Convertible Debentures.

DIRECTORS:

Mr. Kishore Biyani due to his pre-occupation has resigned from the Company w.e.f. 31st January, 2013. The Board has placed on record its appreciation for the valuable contribution made by him as Director of the Company,

Mr. Anuj Puri and Mr. Dilip Cherian were appointed as Additional Director of the Company w.e.f. January 31, 2013. As per provisions of Section 260 of the Companies Act, 1956. Mr. Anuj Puri and Mr. Dilip Cherian in their capacity will cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment. Notice under Section 257 of the Companies Act, 1956 has been received from the member signifying his intention to propose their appointment as Directors.

Mr. Dhirendra Mohan Gupta, Mr. Gavin K.O''Reilly, Mr. Naresh Mohan, Mr. Rajendra Kumar Jhunjhunwala and Mr. Shailendra Mohan Gupta are directors liable to retire by rotation except Mr. Naresh Mohan, all the other retiring directors being eligible offer themselves for reappointment as proposed in the Notice of the ensuing Annual General Meeting.

Mr. Naresh Mohan, a Director of the Company since November 18, 2005, who retires by rotation at the forthcoming AGM, has conveyed his decision not to offer himself for re-appointment. He is also the Chairman of Remuneration/ Compensation Committee and the member of Audit Committee. The Directors appreciated the valuable contribution, guidance, active participation made by him.

The brief resume of new directors proposed to be appointed and directors retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies on which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section "Report on Corporate Governance" of the Annual Report.

SCHEME OF ARRANGEMENT- ACQUISITION OF PRINT MEDIA BUSINESS OF NAIDUNIA MEDIA LIMITED:

Pursuant to the Scheme of Arrangement formulated under the provisions of Sections 391 to 394 of the Companies Act, 1956 between Naidunia Media Limited ("NML'') and Jagran Prakashan Limited ("JPL''), as approved by the Honourable High Court of Judicature at Madhya Pradesh and Honourable High Court of Judicature at Allahabad vide their orders dated January 16, 2013 and January 29, 2013 respectively, which became effective on February 13,2013, the print business of Naidunia Media Limited ("NML'') and all the estate, assets, rights, claims, title, interest, licenses, liabilities and authorities including accretions and appurtenances of NML pertaining to the Print Business ("Demerged Undertaking") were transferred to JPL with effect from the Appointed Date i.e. April 1, 2012.

Pursuant to the Scheme of Arrangement 1,56,43,972 equity shares of Rs. 2 each have been issued to the shareholders of NML as consideration in the ratio of 1000 fully paid Equity Share of Rs. 2/- each of Jagran Prakashan Limited for every 11,176 Equity Shares of Rs. 10/- each held in Naidunia Media Limited as was determined by the Independent Valuer, Ernst & Young Private Limited and the financials of Print Business of Naidunia Media Limited for the year have been included in figure referred in financial results.

CHANGES IN CAPITAL STRUCTURE:

During the year, the paid-up equity capital of the Company increased from Rs. 63,25,35,714/- compromising of 31,62,67,857 equity shares of Rs. 2/- each to Rs. 66,38,23,658/- compromising of 33,19,11,829 equity shares of Rs. 2/- each. The said increase in the paid-up equity share capital of the Company was consequent to the allotment of shares pursuant to the Scheme of Arrangement of the Company,

These shares were allotted to Suvi Info Management (Indore) Private Limited ("SUVI"), 100% subsidiary of the Company. In compliance, with the provisions of Companies Act, 1956 SUVI shall have no voting rights on these shares till the time it remains the subsidiary of JPL or it disposes of these shares.

ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 1500 Secured Redeemable Non- Convertible Privately Placed Debenture (NCDs) of face value of Rs. 10,00,000 each, aggregating to Rs. 150 Crores to augment its long term resources and retire its high interest bearing short-term debt. The said NCDs are listed on Bombay Stock Exchange Limited. The details of the NCDs are as under:

Series/ No. Total (Amount of Coupon Rate Tenure in Rs.) Debentures

9.10% Series- I 750 payable semi- 3years 75,00,00,000 annually

9.10% Series-II 750 payable semi- 5years 75,00,00,000 annually

SUBSIDIARIES AND CONSOLIDATED FINANCIALS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates notified under Section 211 (3C) of the Companies Act, 1956 the audited Consolidated Financial Statements are provided in the Annual Report.

The financial statements of following subsidiaries companies have been consolidated with the financial statements of the Company,

i. Midday Infomedia Limited

ii. Naidunia Media Limited

iii. Suvi Info Management (Indore) Private Limited

iv. Shabda- Shikhar Prakashan (Firm)

In addition, Share of Profit/Loss of 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 availed the general exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company,

The said exemption is available vide general circular no. 2/2011 issued by Ministry of Corporate Affairs dated February 8, 2011. Accordingly, the said documents are not being attached to the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the Annual Report.

The Annual Accounts of the Subsidiary Company are open for inspection by any member/investor at the Company''s Registered Office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its Subsidiary Company who may be interested in obtaining the same.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act,1956, have been followed except in case of AS-26. The departure has been duly explained by way of Note to Accounts as well as in Report on Corporate Governance.

ii. the directors have 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 as at March 31, 2013 and of the Profit of the Company for that year;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Price Waterhouse (FRN 301112E), Statutory Auditors of the Company have expressed their inability to continue as the Statutory Auditors of the Company. Further, M/s Price Waterhouse New Delhi (FRN 012754N), Chartered Accountants, have given their willingness to be appointed as Statutory Auditors of the Company and have also furnished a certificate as required under provision of the section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, will be in accordance with the limits specified in the sub-section (1B) of section 224 of the Companies Act, 1956.

AUDITORS'' REPORT:

The notes to Accounts referred to in the Auditors'' Report adequately explain the Auditors'' qualification. Please also refer to Clause 13(v) (c) of the Report on Corporate Governance forming part of Annual Report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

As a responsible corporate citizen, your company supports a specifically dedicated group''s charitable trust, Shri Puran Chandra Gupta Smarak Trust, to discharge its social responsibilities.

Pehel, an outfit of the trust provides social services such as organizing workshops/seminars to voice different social issues, health camps/ road shows for creating awareness on the social concerns and helping underprivileged masses. Pehel has been working with various national and international organizations such as World Bank 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 6500 students through schools and colleges at Kanpur, Noida, Lucknow, Dehradun and smaller towns of Kannauj and Aligarh. The company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, etc.

STATUTORY INFORMATION:

A. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in Annexure to the Directors'' Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary of the Company at its Registered Office.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

Although the operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible ways. The details relating to Disclosure of Particulars with respect to conservation of energy in Form A to the Rules are not applicable to the printing and publication Industry,

b) Technology Absorption

The Company has not imported any specific technology for its printing and publication operations, although it has advanced technology printing machines, which are handled by the Company''s in-house technical team.

ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation of the cooperation and assistance received from the Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to deliver even in the difficult economic conditions.

For and on behalf of the Board

Place: New Delhi Mahendra Mohan Gupta

Date: May 28, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have the pleasure in presenting the 36th Annual Report and audited accounts of the company for the year ended on March 31, 2012.

FINANCIAL RESULTS:

The summarized standalone financial performance of the Company for the financial year ended March 31, 2012 as compared to previous year was as under:

(Rs. in lakhs)

PARTICULARS Year ended March 31, 2012 Year ended March 31, 2011

Sales and Other Income 128971.59 113,851.04

Total Expenditure 95173.43 77314.64

Profit before Interest, Depreciation, Prior Period Adjustments and Tax 33798.16 36536.40 (PBIDTA)

Less: Interest 1458.80 719.53

Less: Depreciation 6566.56 5642.70

Profit before Prior Period Adjustment and Tax 25772.80 30174.17

Less: Prior Period Adjustment (net) Nil Nil

Profit Before Taxes (PBT) 25772.80 30174.17

Less: Tax Expense 7808.48 9591.04

Profit for the year (PAT) 17964.32 20583.13

Add: Balance of Profi brought forward 17003.44 12068.01

Less: Professional fees paid for arrangement under Section 391 to Section 394

Nil 700.00 of Companies Act,1956 entered with Midday Multimedia Limited

Balance available for Appropriation 34967.76 31951.14

Appropriations:

Transfer to General Reserve 2000.00 2100.00

Interim Dividend - -

Proposed Final Dividend 11069.47 11069.41

Corporate Dividend Tax 1795.75 1778.29

Balance carried to Balance Sheet 20102.54 17003.44

FINANCIAL HIGHLIGHTS:

During the year under review, the Company recorded an increase in operating revenue of 11.57%, which was contributed by the increases in all revenue streams including advertisement revenue, which increased by 10.90% and circulation revenue which increased by 9.63 % as compared to the previous year. Out of Home Advertising, Event Management and Digital Services businesses increased significantly to Rs. 12,143.79 Lakhs as against Rs. 10,064.02 Lakhs, an increase of 20.67% over the last year.

Report on Management Discussion and Analysis provides a detailed analysis of financial performance.

DIVIDEND:

The Board of Directors at their meeting held on May 26th, 2012 has recommended dividend of Rs. 3.5 per equity share (175%) on 31,62,67,857 equity shares of face value of Rs. 2 each, which, if approved at the ensuing Annual General Meeting, will be paid to (i) all those equity shareholders whose names appears in the Register of Members as on September 20th ,2012 and (ii) to those whose names appears as beneficial owners, as at the end of the business hours on September 20th ,2012 as furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

The dividend, if approved by the shareholders, will entail an outgo of Rs. 12865.22 Lakhs including dividend tax.

The register of members and share transfer books will remain closed from 21st September, 2012 to 28th September, 2012 both days inclusive. The Annual General meeting has been scheduled for 28th September, 2012.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

CREDIT RATING:

CRISIL has assigned 'CRISIL AA /Stable (Reaffrmed)' rating to Rs 12,000 Lakhs Cash Credit facility, 'CRISIL AA / Stable (Reaffrmed)' rating to Rs. 5,000 Lakhs Term Loan facility and CRISIL A1 (Reaffrmed) rating to Rs 5,000 Lakhs Commerical Paper programme.

DIRECTORS:

Mr. Akhilesh K. Gupta and Mr. Amit Dixit were appointed as Additional Director of the Company w.e.f. October 22, 2011. As per provisions of Section 260 of the Companies Act, 1956. Mr. Akhilesh K. Gupta and Mr. Amit Dixit in their capacity will cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment. Notice under Section 257 of the Companies Act, 1956 has been received from the member signifying his intention to propose their appointment as Directors.

Mr. Bharatji Agrawal, Mr. Devendra Mohan Gupta, Mr. Kishore Biyani, Mr. Sunil Gupta and Mr. Vikram Bakshi are directors liable to retire by rotation and being eligible offer themselves for reappointment as proposed in the Notice of the ensuing Annual General Meeting.

The brief resume of new directors proposed to be appointed and directors retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies on which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section "Report on Corporate Governance" of the Annual Report.

ACQUISITION OF SUVI INFO MANAGEMENT (INDORE) PRIVATE LIMITED:

The Board of Directors of the Company approved acquisition of 100% equity stake as well as Optionally Fully Convertible Debentures ('OFCDs') in Suvi Info Management (Indore) Private Limited ('Suvi').

The Company has accordingly acquired 100% of the paid up Equity Capital of Suvi as at the close of the business on 31st March, 2012 pursuant to which Suvi become a wholly owned subsidiary of your Company.

The Company has also subscribed to 2 crore equity shares of Rs. 10 each of Suvi. In April 2012, the Company has completed the acquisition of OFCDs post completion of necessary conditions precedent.

Above transactions have been consummated for an aggregate amount of Rs 22,365.89 Lakhs.

Naidunia Media Limited ('NDML') is a subsidiary of Suvi. NDML is engaged in publishing of "Nai Dunia" newspaper in Madhya Pradesh and Chhattisgarh.

We believe this acquisition will create significant value for shareholders.

SUBSIDIARY COMPANIES:

The Company has availed the general exemption from attaching a copy of the Balance Sheet, Profit and Loss Account, Directors' Report and Auditors' Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company.

The said exemption is available vide general circular no. 2/2011 issued by Ministry of Corporate Affairs dated February 8, 2011. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the Annual Report.

The Annual Accounts of the Subsidiary Company are open for inspection by any member/investor at the Company's Registered office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its Subsidiary Company who may be interested in obtaining the same.

CONSOLIDATED FINANCIALS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for Investments in Associates notifed under Section 211(3C) of the Companies Act, 1956 the audited Consolidated Financial Statements are provided in the Annual Report.

The financial statements of following subsidiaries companies have been consolidated with the financial statements of the Company:

i. Midday Infomedia Limited

ii. Naidunia Media Limited

iii. Suvi Info Management (Indore) Private Limited

In addition, Share of Profit/Loss of 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

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confrm that:

i. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act,1956, have been followed except in case of AS-26. The departure has been duly explained by way of Note to Accounts as well as in Report on Corporate Governance.

ii. the directors have 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 as at March 31, 2012 and of the Profit of the Company for that year.

iii. the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

i v. the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS' REPORT:

The notes to Accounts referred to in the Auditors' Report adequately explain the Auditors' qualifcation. Please also refer to Clause 13(v) (c) of the Report on Corporate Governance forming part of Annual Report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

As a responsible corporate citizen, your company supports a specifically dedicated group's outft of Shri Puran Chandra Gupta Smarak Trust, Pehel, to discharge its social responsibilities and provide social services such as organizing workshops/seminars to voice different social issues, health camps/roadshows for creating awareness on the social concerns and helping underprivileged masses. Pehel has been working with various national and international organizations such as World Bank on various projects to effectively discharge the responsibilities entrusted by the company. Shri Puran Chandra Gupta Smarak Trust has also been imparting primary, secondary and higher education to more then 6000 students through schools and colleges at Kanpur, Noida, Lucknow and smaller towns of Kannauj and Aligarh. The company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, etc.

STATUTORY INFORMATION:

A. PARTICULARS OF EMPLOYEES :

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in Annexure to the Directors' Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary of the Company at its Registered office.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy

Although the operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible ways. The details relating to Disclosure of Particulars with respect to conservation of energy in Form A to the Rules are not applicable to the printing and publication Industry.

b) Technology Absorption

The Company has not imported any specific technology for its printing and publication operations, although it has advanced technology printing machines, which are handled by the Company's in-house technical team.

ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation of the cooperation and assistance received from the Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to deliver even in the diffcult economic conditions.

For and on behalf of the board

Place: New Delhi Mahendra Mohan Gupta

Date: May 26, 2012 Chairman and Managing Director


Mar 31, 2011

DEAR SHAREHOLDERS,

THE DIRECTORS HAVE THE PLEASURE IN PRESENTING THE 35TH ANNUAL REPORT AND AUDITED ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED ON MARCH 31, 2011.

FINANCIAL RESULTS:

The summarized standalone financial performance of the Company for the financial year ended March 31, 2011 as compared to previous year was as under:

(Rs. in Lakhs)

PARTICULARS Year ended March 31, 2011 Year ended March 31,2010

Sales and other income (including increase/ decrease in stock) 113842.72 97611.18

Total Expenditure 77306.32 65957.80

profit before Interest, Depreciation, Prior Period Adjustments and Tax 36536.40 31653.38 (PBIDTA)

Less: Interest 719.53 656.77

Less: Depreciation 5642.70 5074.66

profit before Prior Period Adjustment and Tax 30174.17 25921.95

Less: Prior Period Adjustment (net) Nil Nil

profit Before Taxes (PBT) 30174.17 25921.95

Less: Tax Expense 9591.04 8331.62

profit for the year (PAT) 20583.13 17590.33

Add: Balance of profit brought forward 12068.01 8610.09

Balance available for Appropriation 32651.14 26200.42

Appropriations:

Transfer to General Reserve 2100.00 1800.00

Interim Dividend - 6023.41

Proposed Final Dividend 11069.41 4517.56

Corporate Dividend Tax 1778.29 1791.44

Balance carried to Balance Sheet 17703.45 12068.01

FINANCIAL HIGHLIGHTS:

During the year under review, the Company recorded an increase in operating revenue of 18.41%, which was contributed by the increases in all revenue streams including advertisement revenue, which increased by 20.07% and circulation revenue which increased by 3.44 % as compared to the previous year. Out of Home Advertising and Event Management businesses increased significantly to Rs. 9395 lakhs as against Rs. 7086 lakhs, an increase of 32.59% over the last year.

The increase in PBIDTA, PBT, PAT and EPS over the previous year was primarily due to growth in advertisement revenue and revenue from outdoor advertising, event management, job printing and digital business. PBIDTA increased by 15.42% from Rs. 31,653.38 lakhs to Rs. 36,536.40 lakhs, PBT increased by 16.4% from Rs. 25,921.95 lakhs to Rs. 30,174.17 lakhs, PAT increased by 17.01% from Rs. 17,590.33 lakhs to Rs. 20,583.13 lakhs and EPS increased from Rs. 5.84 to Rs. 6.51 (also refer to the Report on Management Discussion and Analysis of the Annual Report).

DIVIDEND:

The Board of Directors at their meeting held on May 28th, 2011 has recommended dividend of Rs. 3.5 per equity share (175%) on 31,62,67,857 equity shares of face value of Rs. 2 each, which, if approved at the ensuing Annual General Meeting, will be paid to (i) all those equity shareholders whose names appears in the Register of Members as on June 16, 2011, and (ii) to those whose names appears as benefcial owners, as at the end of the business hours on June 16, 2011 as furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

The dividend, if approved by the shareholders, will entail an outgo of Rs. 12,847.7 lakhs including dividend tax.

The register of members and share transfer books will remain closed from June 1 7, 2011 to June 22, 2011 both days inclusive. The Annual General meeting has been scheduled for August 26, 2011.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

CREDIT RATING:

CRISIL has assigned ‘AA/Positive'rating to Rs 120 Crores Cash Credit facility enhanced from Rs 100 crores, ‘AA/Positive(re-affirmed)'rating to Rs 50 Crores Term Loan facility and P1 (re-affirmed) rating to Rs 50 Crores Commerical Paper programme.

DIRECTORS:

Mr. Gavin K. O'Reilly was non-executive director as nominee of Independent News & Media Investment Limited, Ireland (INMIL). Afiter exit by INMIL from the Company, he has been taken as non- executive independent director on our Board in August, 2010.

Mr. Dhirendra Mohan Gupta, Mr. Gavin K.O'Reilly, Mr. Rashid Mirza, Mr. Shashidhar Narain Sinha and Mr. Vijay Tandon are directors liable to retire by rotation and being eligible offer themselves for reappointment as proposed in the Notice of the ensuing Annual General Meeting.

The brief resume of the directors retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies on which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section "Report on Corporate Governance" of the Annual Report.

MANAGING DIRECTOR/WHOLE TIME DIRECTOR OF THE COMPANY:

The Board in its meeting held on May 28, 2011, has re-appointed Mr. Mahendra Mohan Gupta as Chairman and Managing Director; Mr. Sanjay Gupta as Whole time Director designated as Chief Executive Director; Mr. Dhirendra Mohan Gupta, Mr. Sunil Gupta and Mr. Shailesh Gupta as Whole time Directors for the period of five years w.e.f. October 1, 2011 on the fresh terms and conditions.

The necessary resolutions for obtaining the approval of the shareholders for the appointment of Mr. Mahendra Mohan Gupta, Mr. Sanjay Gupta, Mr. Dhirendra Mohan Gupta, Mr. Sunil Gupta and Mr. Shailesh Gupta on the fresh terms and conditions are contained in the Notice of the ensuing Annual General Meeting.

SCHEME OF ARRANGEMENT- ACQUISITION OF PRINT MEDIA BUSINESS OF MID-DAY MULTIMEDIA LIMITED:

Pursuant to the Scheme of Arrangement formulated under the provisions of Sections 391 to 394 of the Companies Act, 1956 between Mid-Day Multimedia Limited ("MML") and Jagran Prakashan Limited ("JPL"), as approved by the Honourable High Court of Judicature at Mumbai and Honourable High Court of Judicature at Allahabad vide their orders dated October 15, 2010 and January 4, 2011 respectively, which became effective on January 6, 2011, the investment in Midday Infomedia Limited ("MIL") and all the estate, assets, rights, claims, title, interest, licenses, liabilities and authorities including accretions and appurtenances of MML pertaining to the Print Business ("Demerged Undertaking") were transferred to JPL with effect from the Appointed Date i.e. April 1, 2010.

Pursuant to the Scheme of Arrangement 1,50,97,272 equity shares of Rs. 2 each have been issued to the shareholders of MML as consideration in the ratio of two fully paid-up Equity Shares of Rs. 2 each of the Company for every seven Equity Shares of Rs. 10 each held in MML as was determined by the Independent Valuer, Ernst & Young Private Limited.. The equity shares have been listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited

SUBSIDIARY COMPANY:

As the result of the above Scheme of Arrangement the Midday Infomedia Limited has become 100% subsidiary of the Company w.e.f 1st April, 2010.

The Company has availed the general exemption from attaching a copy of the Balance Sheet, profit and Loss Account, Directors'Report and Auditors'Report of the subsidiary Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956, to the Balance Sheet of the Company.

The said exemption is available vide general circular no. 2/2011 issued by Ministry of Corporate Affairs dated February 8, 2011. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiary Companies is contained in the Annual Report.

The Annual Accounts of the Subsidiary Company are open for inspection by any member/investor at the Company’s Registered office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of its Subsidiary Company who may be interested in obtaining the same.

CHANGES IN CAPITAL STRUCTURE:

During the year ended March 31, 2011 the paid-up equity capital of the Company increased from Rs. 60,23,41,170/- compromising of 30,11,70,585 equity shares of Rs. 2/- each to Rs. 63,25,35,714/- compromising of 31,62,67,857 equity shares of Rs. 2/- each. The said increase in the paid-up equity share capital of the Company was consequent to the allotment of shares pursuant to the Scheme of Arrangement of the Company.

EMPLOYEES STOCK OPTION PLAN:

During the year, Jagran Prakashan Limited Employees Stock Option Plan ("Plan") was introduced with the approval of the shareholders by postal ballot through the Special Resolutions in accordance with the provisions of the Memorandum and Articles of Association of the Company and the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 ("the ESOP Guidelines"). The Remuneration/ Compensation Committee will administer and monitor the Plan.

The Plan is applicable from April, 2011. The Remuneration / Compensation Committee is in process of determining employees eligible for the Plan.

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confrm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed except in case of AS- 26. The departure has been duly explained by way of Note to Accounts as well as in Report on Corporate Governance.

ii. the directors have 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 as at March 31, 2011 and of the profit of the Company for that year;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

i v. the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS'REPORT:

The notes to Accounts referred to in the Auditors'Report adequately explain the Auditors'qualifcation. Please also refer to Clause 14(v) (c) of the Report on Corporate Governance forming part of Annual Report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

As a responsible corporate citizen, your company supports a specifically dedicated group’s outfit of Shri Puran Chandra Gupta Smarak Trust, Pehel, to discharge its social responsibilities and provide social services such as organizing workshops/seminars to voice different social issues, health camps/roadshows for creating awareness on the social concerns and helping underprivileged masses. Pehel has been working with various national and international organizations such as World Bank on various projects to effectively discharge the responsibilities entrusted by the company. Shri Puran Chandra Gupta Smarak Trust has also been imparting primary, secondary and higher education to nearly 6000 students through schools and colleges at Kanpur, Noida, Lucknow and smaller towns of Kannauj and Aligarh. The company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, etc.

STATUTORY INFORMATION:

A. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in Annexure to the Directors'Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary of the Company at its Registered office.

B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

Although the operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible ways. The details relating to Disclosure of Particulars with respect to conservation of energy in Form A to the Rules are not applicable to the printing and publication Industry.

b) Technology Absorption

The Company has not imported any specific technology for its printing and publication operations, although it has advanced technology printing machines, which are handled by the Company’s in-house technical team.



GROUP COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (MRTP):

Persons constituting "group" as defined under the MRTP for the purpose of Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time, include those given in Annexure "A" which is attached herewith and forms part of this Annual Report.

ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation for the cooperation and assistance received from the Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to deliver even in the diffcult economic conditions.

For and on behalf of the board

Mahendra Mohan Gupta

Chairman and Managing Director

Place: Kanpur

Date: May 28, 2011


Mar 31, 2010

FINANCIAL RESULTS:

The summarized financial performance of the Company for the financial year ended March 31, 2010 as compared to previous year is as under:

(Rs. in Lakhs)

PARTICULARS year ended year ended

March 31, 2010 March 31, 2009

Sales and Other Income [including increase/(decrease) in stock] 97611.18 84613.84

Total Expenditure 65957.80 66671.11

ProfIt before interest, depreciation, Prior Period Adjustments and 31653.38 17942.73 Tax (PBIDTA)

Less: Interest 656.77 590.05

Less: Depreciation 5074.66 3832.53

ProfIt before Prior Period Adjustment and Tax 25921.95 13520.15

Less: Prior Period Adjustment (net) Nil Nil

ProfIt Before Taxes (PBT) 25921.95 13520.15

Less: Tax Expense 8331.62 4357.10

ProfIt for the year (PAT) 17590.33 9163.05

Add: Balance of ProfIt brought forward 8610.09 7494.13

Balance available for Appropriation 26200.42 16657.18 Appropriations:

Transfer to General Reserve 1800.00 1000.00

Interim Dividend 6023.41 Nil

Proposed Final Dividend 4517.56 6023.41

Corporate Dividend Tax 1791.44 1023.68

Balance carried to Balance sheet 12068.01 8610.09

FiNANCIAL HIGHLIGHTS:

During the year under review, the Company recorded an increase in operating revenue of 14.39%, which was contributed by the increases in almost all revenue streams including advertisement revenue, which increased by 15.71% and circulation revenue which increased by 9.38% as compared to the previous year. The contribution in the total revenue from Out of Home Advertising and Event Management was Rs. 7086 lakhs as against Rs.5502 lakhs, an increase of 28.79% over last year.

PBIDTA, PBT, PAT and EPS have increased from the previous year primarily due to lower newsprint cost, growth in advertisement revenue and improved per copy realization due to increase in cover price taken in the second half of 2008-09. In relation to total revenue, PBIDTA increased from 21.21% to 32.43%, PBT increased from 15.98% to 26.56 %, PAT increased from 10.83% to 18.02% and EPS increased from Rs. 3.04 to Rs. 5.84. Please also refer to Management Discussion and Analysis forming part of this report for the detailed discussions.

DIVIDEND:

The Board of Directors at their meeting held on October 27th, 2009 declared interim dividend of Rs. 2 per equity share (100%) on 301170585 equity shares of face value of Rs. 2 each amounting to Rs. 7047 lakhs, including dividend tax.

The Board of Directors at their meeting held on May 27th, 2010 has recommended a fInal dividend of Rs. 1.5 per equity share (75%) on 301170585 equity shares of face value of Rs. 2 each.

The final dividend, if approved by the shareholders, will entail an outgo of Rs.5285 lakhs towards final dividend payout, including taxes and in that case total dividend payout will be 12332 lakhs including dividend tax for the year and percentage of dividend for the year will be 175% of the total paid up capital.

The register of members and share transfer books will remain closed from August 19, 2010 to August 26, 2010, both days inclusive. The Annual General meeting has been scheduled for August 26, 2010.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/ shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

DIRECTORS:

Sir Anthony J.F.O’Reilly and Mr. Anuj Puri has resigned from the Board w.e.f. 27th October, 2009. Since Mr. Barry Mcauliffe was alternate director to Sir Anthony J.F.O’Reilly, he also ceased to be the alternate director to Sir Anthony J.F.O’Reilly. The Board has placed on record its appreciation of the services rendered by them as Director of the Company.

Mr. Devendra Mohan Gupta, Mr. Naresh Mohan, Mr.Rajendra Kumar Jhunjhunwala and Mr. Shailendra Mohan Gupta are directors liable to retire by rotation and being eligible offer themselves for reappointment, which is as proposed in the Notice of the ensuing Annual General Meeting.

The brief resume of the directors retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting, nature of his experience in specifc functional areas and the names of companies in which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section “Report on Corporate Governance” of the Annual Report.

TAKE OVER OF PRINT Business OF MID- DAY MULTIMEDIA LIMITED:

Pursuing the object of inorganic growth, the board of directors of the company, at their meeting held on May 05, 2010 has approved the proposed Scheme of Arrangement between the Company, Mid-Day Multimedia Limited (MML) and their respective shareholders and creditors which envisages the demerger of the investment arm of MML, holding investment in Mid-Day Infomedia Ltd (“MIL”) comprising of the Print Business (“Demerged Undertaking”) and transfer it to the Company under the provisions of Sections 391 to 394 of the Companies Act, 1956.

The Scheme is subject to various consents and approvals.

The salient features of the proposed Scheme are as under:

(i) Appointed Date of the Scheme is April 1, 2010;

(ii) Effective Date of the Scheme is the date on which:

(a) last of the certifed or authenticated copy of the orders of respective High Courts or any other appropriate authority under sections 391 and 394 of the Act sanctioning the Scheme is fled with the Registrar of Companies, Mumbai and the Registrar of Companies, Uttar Pradesh & Uttarakhand at Kanpur; and/or

(b) the date on which the approval of Ministry of Information & Broadcasting, if required, is obtained,

whichever is later;

(iii) Upon the coming into effect of the Scheme and with effect from the Appointed Date, the Demerged Undertaking (including all the estate, assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Demerged Undertaking) pursuant to the provisions of Sections 391 to 394 of the Act and Sections 2(19AA) and 72A of the IT Act shall stand transferred to and vested in or deemed to be transferred to and vested in the Company, as a going concern without any further act or deed;

(iv) The Company would issue shares to the shareholders of MML, as on the Record Date, to be decided by the Board, based on the swap ratio of two fully paid-up Equity Shares of Rs. 2 each of the Company for every seven Equity Shares of Rs. 10 each held in MML as determined by the Independent Valuer, Ernst & Young Private Limited.

This arrangement ,which is subject to various approvals ,will add four well established and powerful print titles viz. Mid Day, Sunday Mid Day, Gujrati Mid Day and The Inquilab in addition to their hugely popular internet properties to Company’s bouquet. It will aid Company in expanding its market share in the existing markets through The Inquilab and over all market share through all the four brands, apart from making Company richer in on line domain.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed except in case of AS-26. The departure has been duly explained by way of Note to Accounts as well as in Report on Corporate Governance.

(ii) the directors have 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 as at March 31, 2010 and of the ProfIt of the Company for that year;

(iii) the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from M/s. Price Waterhouse, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of section 224(1B) of the Companies Act, 1956, and that they are not disqualifed for such appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORS REPORT:

The notes to Accounts referred to in the Auditors’ Report adequately explain the Auditors’ qualifcation. Please also refer to Clause 12(iv)(c) of the Report on Corporate Governance forming part of Annual Report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report.

Your Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION And ANALYSIS REPORT:

Management Discussion and Analysis Report on fnancial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing

Agreement entered with the Stock Exchanges, is given as separate statement forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

As responsible corporate citizen, your Company supports a specifically dedicated organization, Pehel an arm of charitable trust Shir Puran Chandra Gupta Smarak Trust to discharge its social responsibilities and provide social services such as organizing workshops / seminars to promote various social causes. Pehel is working with various national and international organizations such as World Bank on various projects to effectively discharge the responsibilities entrusted by the Company. The Company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, health care etc. One of the charitable trusts supported by the Company is Shri Puran Chandra Gupta Smarak Trust, which has been promoting education and is currently running three public schools, one degree college, two mass communication institutes and one management institute providing education to nearly 4000 students.

STATUTORY INFORMATION:

A PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in Annexure to the Directors’ Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary of the Company at its Registered Office.

B CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION And FOREIGN EXCHANGE EARNINGS And OUTGO

a) Conservation of Energy

Although the operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible ways. The details relating to Disclosure of Particulars with respect to conservation of energy in Form A to the Rules are not applicable to the printing and publication Industry.

b) Technology Absorption

The Company has not imported any specific technology for its printing and publication operations, although it has advanced technology printing machines, which are handled by the Company’s in — house technical team.

c) Foreign Exchange Earnings and Outgo

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

(Rs. in Lakhs)

year ended year ended

March 31, March 31,

2010 2009

Foreign exchange earned

Advertisement 50.00 22.11

Revenue from Other 44.93 0.00 Operating Activities

Total 94.93 22.11

Foreign exchange outgo

i. Import of Raw Materials 7059.67 5364.72

ii. Import of stores and spares 61.59 376.59

iii. Import of Capital goods 242.38 1654.97

iv. Advance for Capital Goods 83.42 0.00

v. Travelling Expenses 102.95 82.96

vi. Interest on Term loan 165.95 128.08

vii. Representative Office 49.95 15.83 Expenses

viii. Other Expenses 50.53 6.11

Total 7816.44 7629.26

ACKNOWLEDGMENTS:

Your Directors would like to express their sincere appreciation of the cooperation and assistance received from the Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Stock Exchanges, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, offers and staff who enabled Company to deliver even in the difficult economic conditions.

FOR AND ON BEHALF OF THE BOARD

MAHENDRA MOHAN GUPTA

CHAIRMAN And MANAGING DIRECTOR

Place: Kan pur

Date: May 2 7, 2010