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Notes to Accounts of Jagran Prakashan Ltd.

Mar 31, 2016

(a) Rights, Preferences and Restrictions Attached to Shares

Equity Shares: The Company has one class of equity shares having a par value of Rs. 2 per share. Each shareholder is eligible for one vote per share held, The dividend proposed by the Board of Directors is subject to the approval in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, in proportion to their shareholding.

(b) Shares allotted as fully paid up pursuant to contract without payment being received in cash (during 5 years immediately preceding March 31,2016/March 31, 2015).

15,643,972 equity shares of Rs. 2/- each fully paid were allotted as consideration on March 16, 2013 pursuant to the scheme of arrangement entered with Naidunia Media Limited under Section 391 to 394 of Companies Act, 1956.

15,097,272 equity shares of Rs. 2/- each fully paid were allotted As consideration on January 27,2011 pursuant to the scheme of Arrangement entered with Mid-day Multimedia Limited under Section 391 to 394 of Companies Act, 1956.

(c) Shares bought back (during 5 years immediately preceding March 31,2016/March 31, 2015).

5,000,000 equity shares of Rs. 2/- each fully paid were bought back on January 2, 2014 through the ''tender offer'' process at a price of Rs. 95/- per share for an aggregate amount of Rs.4,750 lakhs.

(a) The Company bought back 5,000,000 equity shares @ Rs. 95/-per share during the year ended March 31,2014 utilizing balance in Securities Premium Account and transferred nominal value of such equity shares to the capital redemption reserve in accordance with the provisions of Section 77AA of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013.

(b) During the year Rs. 6,000.00 Lakhs has been transferred from Debenture Redemption Reserve to General Reserve upon redemption of debenture.

(a) Nature of Security: Secured by :

i) First pari passu charge over Company''s present and future fixed assets by way of hypothecation on movable fixed assets (other than certain plant and machinery) and mortgage on certain immovable properties (specifically excluding intangible assets), along with Central Bank of India and on certain plant and machinery alongwith Central Bank of India as well as SBICAP Trustee Company Limited, the Debenture Trustee.

ii) Second Pari-Passu charge by way of hypothecation on the current assets, book debts, inventories and other receivables both present and future along with SBICAP Trustee Company Limited, the Debenture Trustees, and first charge along with Central Bank of India.

Terms of Repayment: Repayable in three equal annual installments at the end of 36, 48 and 60 months respectively from the date of first disbursement (April 26, 2011) of the loan along with interest at USD LIBOR 2.75% per annum which is payable on quarterly basis.

(b) Nature of Security: Secured by:

i) First charge on the identified immovable properties and first pari-passu charge on certain plant and machinery, along with the Central Bank of India and Bank of Baroda.

ii) Second Pari-Passu charge by way of hypothecation on the current assets viz. book debts, inventories, other receivables both present and future along with Bank of Baroda, first pari passu charge with Central Bank of India and Bank of Baroda.

(c) Other Loan represents the loan from Axis Bank towards purchase of Vehicle and is due for repayment by way of monthly installments upto September 2018. The loan is secured by way of hypothecation of vehicle.

(d) The Company had issued 9,500 unsecured non-convertible debentures on July 21, 2011 to the holding company which were redeemable on July 21, 2016 at a premium of 6.5% per annum payable at the time of redemption of this, during the year the Company has redeemed 6,600 debentures and has extended the redemption date of the remaining debentures to July 21, 2018 with the consent of debenture holder. Accordingly, these are disclosed as long term.

(e) The Company has taken an interest bearing unsecured loan from its subsidiary Suvi Info Management (Indore) Private Limited on Interest @ 8% per annum. The said subsidiary is in process of amalgamation into the Company upon which the outstanding loan will stand cancelled . Also refer to Note 41 (a).

(a) Secured by first charge by way of hypothecation on current assets, books debts, inventories and other receivables both present and future. Further secured by first pari-passu charge with Bank of Baroda over Company''s present and future fixed assets by way of hyothecation on movable fixed assets (other than certain plant and machinery) and on certain plant and machinery along with Bank of Baroda as well as SBI Capital Trustees Company Limited, the Debenture Trustee.

(b) Secured against the ''Letters of Comfort'' issued by Central Bank of India which are part of the secured working capital limits sanctioned by Central Bank of India along with Cash Credit facility. These generally have a term of approximately six months.

(c) Secured against approved Mutual funds held in the name of Company. The said loan is repayable on demand and interest is to be Paid on monthly basis at daily overnight NSE MIBOR plus 1.50%.

(d) The Company had taken an interest bearing loan from Music Broadcast Limited on interest @ 9.75% p. a.. The said loan has been repaid during the year.

(b) Leases

(i) The Company is obligated under non-cancellable leases for offices, residential spaces and sites for display of advertisements that are renewable on a periodic basis at the option of lessor and lessee.

(ii) Future minimum sublease payments expected to be received under non-cancellable subleases is not disclosed as revenue from subleasing of leased properties can not be reliably estimated.

(iii) Total lease payments recognised in the Statement of Profit and Loss Rs. 5,742.72 Lakhs (Previous Year Rs. 6073.66 Lakhs).

(iv) Sub-lease payments received (or receivable) recognised in the of Statement of Profit and Loss for Rs. 5,694.55 Lakhs (Previous Year Rs. 5,801.56 Lakhs).

(c) Expenditure towards Corporate Social Responsibility activities

i) Gross amount required to be spent by the Company during the year is Rs. 581.32 Lakhs.

1. (a) Pending final disposal of various litigations initiated since June 2007 by a common group of shareholders hereinafter referred to as "Other Group" against the Company in case of Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited and the Company''s petition filed in case of former against the Other Group (which is in management) alleging mismanagement and oppression and seeking the directive against them to sell their shareholding to the Company at fair price or alternatively to vest the management rights with it, the management, on the basis of legal advice received and on evaluation of various developments considers its entire outstanding exposure, in both the companies as fully realizable.

However, the Company, being extremely conservative, recognises interest on the loans granted to these companies as income only when interest is realised. Accordingly no interest income has been recognised for the period from October 1, 2007 to March 31, 2016.

(b) The shares held in Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited are not transferable to a third party (i.e. persons and body corporate not belonging to U.P. group, defined to be lineal descendants of late Mr. P.C. Gupta and Company in which not less than 51% shareholding is owned and controlled by their family members) without complying with certain conditions as contained in the Articles of Association of these two companies.

2. Pursuant to the Share agreement with Spectrum Broadcast Holdings Private Limited ("SBHPL"), during the year the Company has acquired the entire share capital of Spectrum Broadcast Holdings Private Limited ("SBHPL") for a consideration of Rs. 18,504.41 Lakhs, resulting in SBHPL becoming the wholly owned subsidiary of JPL. Pursuant to the acquisition of SBHPL, Music Broadcast Limited ("MBL"), Crystal Sound & Music Private Limited, Vibrant Sound and Music Private Limited (Since sold thereafter) and Mega Sound and Music Private Limited (Since sold thereafter) the wholly owned subsidiary of SBHPL, and SBHPL became the wholly owned subsidiaries of the Company.

3.(a) The Board of Directors of the Company (JPL) ("Transferee Company") and its 100% Subsidiary Suvi Info Management (Indore) Private Limited "(Suvi)"(referred as "Transferor Comany)", in its meeting held on July 27, 2015, approved a Scheme of Arrangement (the Scheme) for amalgamation of Suvi with the Company, subject to requisite approvals. The Scheme has been approved by the Hon''ble High Court of Allahabad and is pending approval of the Hon''ble High Court of Bombay. Upon the Scheme becoming effective, all assets and liabilities of Suvi shall be merged with the assets and liabilities of the Company w.e.f. 1st January, 2016 (Appointed date). Also the transferror Company will carry on business in trust of transferee Company with effect from appointed date for all intent and purposes and shall not be liable or entitled to any loss or profit for the period thereafter.

(b) The Board of Directors of the Company, in its meeting held on October 9, 2015 and October29, 2015 approved a Composite Scheme of Arrangement wherein its 100% subsidiaries Spectrum Broadcast Holdings Private Limited (SBHPL) and Crystal Sound and Music Private Limited (CSMPL) (referred as "Transferor Companies") shall be merged into the Company and the radio business (Radio Mantra) of Shri Puran Multimedia Limited (SPML)(referred as "Transferor Companies"), a promoter Company, shall be demerged into Music Broadcast Limited (MBL)(refered as "Transfree Companies"), a subsidiary of the Company, subject to requisite approvals. Upon the scheme becoming effective, certain assets and liabilities of SBHPL and CSMPL shall be merged with the assets and liabilities of the transferee Companies w.e.f. 1st January, 2016 (Appointed date). Also the transferror Companies will carry on business in trust of transferee Company with effect from appointed date for all intent and purposes and shall not be liable or entitled to any loss or profit for the period thereafter.

4. Previous year''s figures have been regrouped and reclassified to conform to the current year''s classification wherever necessary.


Mar 31, 2015

1. CONTINGENT LIABILITIES (ALSO NOTE 42)

(All amounts in Rs. Lakhs, unless otherwise stated)

As at As at

Particulars 31 March 2015 31 March 2014

a) Bank Guarantees given 893.77 2,113.66

b) Liability towards Income tax matters. The Company has made payment of Rs. 280.95 - 247.13 Lakhs during the year against contingent liability under protest.

c) In respect of various pending labour and defamation cases (In view of large number of cases, it is impracticable to disclose the details of each cases. Further the amount of most of these is either not quantifiable or cannot be reliably estimated).

d) Demand of Rs. 112.00 Lakhs received from Collector (Stamp) regarding stamp duty payable on amalgamation of subsidiary companies with Jagran Prakashan Limited in the year 2002, which has been stayed by the Hon''ble High Court.

Stamp duty on immoveable assets of Naidunia which are yet to be transferred in the name of the Company has neither been determined nor paid or accounted for as application for exemption is pending with the Commissioner, Industries Indore.

2. CAPITAL AND OTHER COMMITMENTS

(All amounts in Rs. Lakhs, unless otherwise stated)

As at As at Particulars 31 March 2015 31 March 2014

i. Estimated amount of contracts on capital account pending to be executed (Net of 2,569.21 1,424.53 Advances Rs. 690.20 Lakhs; Previous Year Rs. 568.22 Lakhs)

ii. Uncalled liability in respect of commitments made for contribution to Morpheus 7,910.00 7,910.00

Media Fund (791 Units of Rs. 10,00,000/- each to be subscribed; Previous Year 791 Units of Rs. 10,00,000/-each).

Total 10,479.21 9,334.53

3. a) Pending final disposal of various litigations initiated since June 2007 by a common group of shareholders hereinafter referred to as "Other Group" against the Company in case of Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited and the Company''s petition fled in case of former against the Other Group (which is in management) alleging mismanagement and oppression and seeking the directive against them to sell their shareholding to the Company at fair price or alternatively to vest the management rights with it, the management, on the basis of legal advice received and on evaluation of various developments including the decision of Company Law Board in its favour in one of the crucial petitions fled by Other Group considers its entire outstanding exposure, in both the companies as fully realizable. However, the Company, being extremely conservative, recognises interest on the loans granted to these companies as income only when interest is realised. Accordingly no interest income has been recognised for the period from October 1, 2007 to March 31, 2015.

(b) The shares held in Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited are not transferable to a third party (i.e. persons and body corporate not belonging to U.P. group, defined to be lineal descendants of late Mr. P.C. Gupta and Company in which not less than 51% shareholding is owned and controlled by their family members) without complying with certain conditions as contained in the Articles of Association of these two companies.

4. RELATED PARTIES DISCLOSURES

A. List of related parties and their relationship

I Holding Company :-

Jagran Media Network Investment Private Limited

II Subsidiaries/ Firm :- 1 Midday Infomedia Limited

2 Suvi Info-Management (Indore) Private Limited

3 NaiDunia Media Limited

4 M/s Shabda-Shikhar Prakashan (Firm)

III Associates, Joint Ventures and Investments :- 1 Morn Media Limited (Formerly known as Jagran Limited,Ceases with efect from 29/09/2014)

2 X-pert Publicity Private Limited

3 Leet OOH Media Private Limited

4 Jagran Publications Private Limited

5 Jagran Prakashan (MPC) Private Limited

IV Enterprises over which Key Management Personnel and/or their relatives have Significant Infuence :- 1 Jagmini Micro Knit Private Limited

2 Lakshmi Consultants Private Limited

3 Shri Puran Multimedia Limited

4 Kanchan Properties Limited

5 Jagran Subscriptions Private Limited

6 Om Multimedia Private Limited

7 SPFL Securities Limited

8 Rave@Moti Entertainment Private Limited

9 Rave Real Estate Private Limited

10 MMI Online Limited

11 SPFL Commodities Private Limited

5. The Company has during the year entered into a Share Purchase Agreement with the owners of Music Broadcast Private Limited ("MBPL") for acquisition of MBPL together with its radio business. MBPL has since received the approval of even date from Ministry of Information and Broadcasting ("MIB") for changing shareholding of MBPL.

a) In accordance with the terms of the agreement, the Company has deposited an amount of Rs. 43,400.00 Lakhs in an Escrow Account with a bank. The total amount aggregating Rs. 43,913.66 Lakhs including interest is included in Fixed Deposits (less than three months maturity) under Cash and Bank Balances (Note 20) and is only available for use for executing the aforesaid transaction.

b) The Company has issued a corporate guarantee of Rs. 20,000 Lakhs against the non convertible debentures issued by MBPL. Pending completion of transaction MBPL has received an amount as a short term loan with the Company (Note 8). The aforesaid corporate guarantee will be replaced by a letter of comfort to debenture trustee upon transfer of shares to the Company.

6. PREVIOUS YEAR''S FIGURES HAVE BEEN REGROUPED AND RECLASSIFIED TO CONFORM TO THE CURRENT YEAR''S CLASSIFICATION WHEREVER NECESSARY


Mar 31, 2014

1. CONTINGENT LIABILITIES (Rs. in lakhs)

Year Ended Year Ended Due March 31, 2014 March 31, 2013

Bank Guarantees given 2,113.66 966.39

In respect of various pending labour and defamation cases (In view of large number of cases, it is Amount not Amount not impracticable to disclose the details of each case). ascertainable ascertainable

2. (a) Pending final disposal of various litigations initiated since June 2007 by a common group of shareholders hereinafter referred to as "Other Group" against the Company in case of Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited and the Company''s petition fled in case of former against the Other Group (which is in management) alleging mismanagement and oppression and seeking the directive against them to sell their shareholding to the Company at fair price or alternatively to vest the management rights with it, the management, on the basis of legal advice received and on evaluation of various developments including the decision of Company Law Board in its favour in one of the crucial petitions fled by Other Group considers its entire outstanding exposure, in both the companies as fully realisable. However, the Company, being extremely conservative, recognises interest on the loans granted to these companies as income only when interest is realised. Accordingly no interest income has been recognised for the period from October 1, 2007 to March 31, 2014.

(b) The shares held in Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited are not transferable to a third party (i.e. persons and body corporate not belonging to U.P. group, Defined to be lineal descendants of late Mr. P.C. Gupta and Company in which not less than 51% shareholding is owned and controlled by their family members) without complying with certain conditions as contained in the Articles of Association of these two companies.

d) The Company has created certain provision, without prejudice to its legal rights, on the receivables under litigation though it is confdent of realising its dues.

3. RELATED PARTIES DISCLOSURES

A. List of related parties and their relationship

1 Holding Company :-

Jagran Media Network Investment Private Limited

II Subsidiaries/ Firm :-

1 Midday Infomedia Limited

2 Suvi Info-Management (Indore) Private Limited (with effect from March 31, 2012)

3 NaiDunia Media Limited (with effect from March31, 2012)

4 M/s Shabda-Shikhar Prakashan (Firm) (with effect from March 31, 2012)

III Associates, Joint Ventures and Investments :-

1 Jagran Limited Associate

2 X-pert Publicity Private Limited Associate

3 Leet OOH Media Private Limited Associate

4 Jagran Publications Private Limited Investment

5 Jagran Prakashan (MPC) Private Limited Investment

Enterprises over which key Managerial Personnel and / or their relatives have significant IV

Infuence :-

1 Jagmini Micro Knit Private Limited

2 Lakshmi Consultants Private Limited

3 Shri Puran Multimedia Limited

4 Kanchan Properties Limited

41. RELATED PARTIES DISCLOSURES (CONT...)

5 Jagran Subscriptions Private Limited

6 Om Multimedia Private Limited

7 SPFL Securities Limited

8 Rave@Moti Entertainment Private Limited

9 Rave Real Estate Private Limited

10 MMI Online Limited

11 SPFL Commodities Private Limited

Key Management Personnel, their Relatives and Hindu Undivided Families of Key V

Management Personnel and their Relatives :-

1 Mahendra Mohan Gupta Chairman and Managing Director

Whole time Director and Chief

2 Sanjay Gupta

Executive officer

3 Dhirendra Mohan Gupta Whole time Director

4 Sunil Gupta Whole time Director

5 Shailesh Gupta Whole time Director

6 Yogendra Mohan Gupta Brother of Managing Director

7 Devendra Mohan Gupta Brother of Managing Director

8 Shailendra Mohan Gupta Brother of Managing Director

9 Sandeep Gupta Brother of Whole time Director

10 Sameer Gupta Brother of Whole time Director

11 Devesh Gupta Son of Whole time Director

12 Tarun Gupta Son of Whole time Director

13 Saroja Gupta Mother of Whole time Director

14 Vijaya Gupta Mother of Whole time Director

15 Pramila Gupta (deceased) Wife of Managing Director

16 Madhu Gupta Wife of Whole time Director

17 Pragati Gupta Wife of Whole time Director

18 Ruchi Gupta Wife of Whole time Director

19 Narendra Mohan Gupta HUF

20 Sanjay Gupta HUF

21 Sandeep Gupta HUF

22 Mahendra Mohan Gupta HUF

23 Shailesh Gupta HUF

24 Yogendra Mohan Gupta HUF

Hindu Undivided Families of Key

25 Sunil Gupta HUF Managerial Personnel and their

Relatives

26 Sameer Gupta HUF

27 Shailendra Mohan Gupta HUF

28 Devendra Mohan Gupta HUF

29 Dhirendra Mohan Gupta HUF

30 Devesh Gupta HUF

31 Tarun Gupta HUF

4. Transfer of the Print Business of Naidunia Media Limited

Pursuant to the scheme of arrangement formulated under the provisions of Sections 391 to 394 read with Section 78, 100 to 104 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 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, 15,643,972 equity shares of Rs. 2 each have been issued to the shareholders of NML as consideration. Expenses incurred in connection with the scheme and its implementation have been adjusted in the Securities Premium account (Note 2 and 3 ) during the year ended on March 31,2013.

The scheme of arrangement has been accounted for in accordance with the approval accorded whereby the assets and liabilities pertaining to the Demerged Undertaking have been recorded at the respective book values as appearing in the books of NML as on the Appointed Date and the excess of the assets over the liabilities and consideration has been credited to Securities Premium Account on March 31, 2013. None of the Accounting Standards notifed under Section 211(3C) of the Companies Act, 1956, is applicable to the transaction.

5. Previous year''s fgures have been regrouped and reclassified to conform to the current year''s classifcation wherever necessary.

i. The financial statements of the Group have been consolidated on a line-by-line basis by adding together the book values of the like items of assets, liabilities, income and expenses, after eliminating intra-group balances and the unrealised Profits / losses on intra-group transactions, and are presented to the extent possible, in the same manner as the Company''s standalone financial statements.

ii. Investments in associate companies have been accounted for, by using equity method whereby investment is initially recorded at cost and the carrying amount is adjusted thereafter for post acquisition change in the Group''s share of net assets of the associate. The carrying amount of investment in associate companies is reduced to recognise any decline which is other than temporary in nature and such determination in value, if any, is made for each investment individually. The associates are consolidated from the date of acquiring significant infuence and are no longer consolidated from the date the infuence is diluted.

iii. Goodwill represents the difference between JPL''s share in the net identifable assets of a subsidiary or an associate and the cost of acquisition at each point of time of making the investment in the subsidiary or the associate. The goodwill arising on consolidation is not amortised but tested for impairment on annual basis.

c) Tangible Assets and Intangible Assets

i. Tangible assets and Intangible assets are recorded by the Group at the cost of acquisition or construction and depreciated on Written-Down Value basis, at the rates prescribed in Schedule-XIV to the Companies Act, 1956.

ii. Assets individually costing less than Rs. 5,000 each are fully depreciated in the year of acquisition. In respect of assets acquired, sold or discarded during the year, depreciation is provided on pro-rata basis for the period during which each asset was in use.

iii. Depreciation is provided on composite cost of Land and Building wherever cost of Land is not separately available. In these cases, the said composite cost is capitalised under Building.

i v. Leasehold land and Leasehold improvements are amortised on a straight line basis over the total period of lease including renewals, not exceeding their useful lives.

v. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss.

Title Dainik Jagran has been amortized on straight line basis over its estimated useful life. [Also refer Note 13 (a)]

vi. Computer Software are stated at their cost of acquisition net of accumulated amortisation. These are amortised on straight line basis over their estimated useful life of three years.

d) Investments

Investments that are readily realisable and are intended to be held for not more than one year from the date, on which such investments are made, are classifed as current investments. All other investments are classifed as long term investments.


Mar 31, 2013

1. (a) Pending final disposal of various litigations initiated since June 2007 by a common group of shareholders hereinafter referred to as "Other Group" against the Company in case of Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited and the Company''s petition filed in case of former against the Other Group (which is in management) alleging mismanagement and oppression and seeking the directive against them to sell their shareholding to the Company at fair price or alternatively to vest the management rights with it, the management, on the basis of legal advice received and on evaluation of various developments including the decision of Company Law Board in its favour in one of the crucial petitions filed by Other Group and continuing decrease in outstanding balances considers its entire exposure, in both the companies, of Rs. 1,912.99 lakhs including equity investment of Rs.10.50 lakhs as fully realisable. However, the Company, being extremely conservative, recognises interest on the loans granted to these companies as income only when interest is realised and accordingly no interest income has been recognised for the period from October 1, 2007 to March 31, 2013.

(b) The shares held in Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited are not transferable to a third party (i.e. persons and body corporate not belonging to U.P group, defined to be lineal descendants of late Mr. PC. Gupta and Company in which not less than 51% shareholding is owned and controlled by their family members) without complying with certain conditions as contained in the Articles of Association of these two companies.

2. Transfer of the Print Business of Naidunia Media Limited

Pursuant to the scheme of arrangement formulated under the provisions of Sections 391 to 394 read with Section 78, 100 to 104 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 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, 15,643,972 equity shares of Rs. 2 each have been issued to the shareholders of NML as consideration. Expenses incurred in connection with the scheme and its implementation have been adjusted in the Securities Premium account (Note 2 and 3 ).

The scheme of arrangement has been accounted for in accordance with the approval accorded whereby the assets and liabilities pertaining to the Demerged Undertaking have been recorded at the respective book values as appearing in the books of NML as on the Appointed Date and the excess of the assets over the liabilities and consideration has been credited to Securities Premium Account. None of the Accounting Standards notified under Section 211(30) of the Companies Act, 1956, is applicable to the transaction.

3. Previous year''s figures have been regrouped and reclassified to conform to the current year''s classification wherever necessary.


Mar 31, 2012

1. CONTINGENT LIABILITIES (Rs. in lakhs)

Due As at March 31, 2012 As at March 31, 2011

Bank Guarantees/Letter of Credit given 961.97 432.50

In respect of various pending labour and defamation cases (In view of large Amount not ascertainable Amount not ascertainable number of cases, it is impracticable to disclose the details of each case).

2. (a) Pending fnal disposal of various litigations initiated since June 2007 by a common group of shareholders hereinafter referred to as "Other Group" against the Company in case of Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited and the Company's petition fled in case of former against the Other Group (which is in management) alleging mismanagement and oppression and seeking the directive against them to sell their shareholding to the Company at fair price or alternatively to vest the management rights with it, the management, on the basis of legal advice received and on evaluation of various developments including the decision of Company Law Board in its favour in one of the crucial petitions fled by Other Group and continuing decrease in outstanding balances considers its entire exposure, in both the companies, of Rs. 2,172.34 lakhs including equity investment of Rs.10.50 lakhs as fully realisable. However, the Company, being extremely conservative, recognises interest on the loans granted to these companies as income only when interest is realised and accordingly no interest income has been recognised for the period from October 1, 2007 to March 31, 2012.

(b) The shares held by the Company in Jagran Publications Private Limited and Jagran Prakashan (MPC) Private Limited are not transferable to a third party (i.e. persons and body corporate not belonging to U.P. group, defned to be lineal descendants of late Mr. P.C. Gupta and Company in which not less than 51% shareholding is owned and controlled by their family members) without complying with certain conditions as contained in the Articles of Association of these two companies.

(c) Pursuant to compliance of clause 32 of the Listing Agreement on disclosure of Loans/ Advances in the nature of loans, the relevant information is provided hereunder.

3. Related Parties Disclosure

A. List of related parties and their relationship I Holding Company

Jagran Media Network Investment Private Limited

II Subsidiaries

1. Midday Infomedia Limited

2. Suvi Info-Management (Indore) Private Limited (with effect from March 31, 2012)

3. Naidunia Media Limited (with effect from March 31, 2012)

4. M/s Shabda-Shikhar Prakashan (with effect from March 31, 2012)

III Associates, Joint Ventures and Investments-

1. Jagran 18 Publication Limited (ceased with effect from March 1, 2011) Joint Venture

2. Jagran Infotech Limited (ceased with effect from March 1, 2011) Associate

3. X-pert Publicity Private Limited Associate

4. Leet OOH Media Private Limited Associate

5. Jagran Publications Private Limited Investment

6. Jagran Prakashan (MPC) Private Limited Investment

IV Trusts in which KMPs or their Relatives are Trustees :-

1. Jagran Prakashan Limited Employees Group Gratuity Scheme Fund Trust 2. Jagran Prakashan Employee Welfare Trust

V Enterprises over which Key Management Personnel and/or their relatives have significant Infuence

1. Jagmini Micro Knit Private Limited

2. Classic Hosiery Private Limited

3. Lakshmi Consultants Private Limited

4. Jagran Infotech Limited

5. Shri Puran Multimedia Limited

6. Kanchan Properties Limited

7. Jagran Subscriptions Private Limited

8. Om Multimedia Private Limited

9. SPFL Securities Limited

10. Rave@Moti Entertainment Private Limited

11. Rave Real Estate Private Limited

12. Jagran Investment Co.

13. Chetna Apparels Private Limited

14. MMI Online Limited

15. Jagran Limited

16. Jagran 18 Publication Limited

17. P. C. Renewable Energy Private Limited

VI Key Management Personnel, their Relatives and Hindu Undivided Families of Key Management Personnel and their Relatives

1. Mr. Mahendra Mohan Gupta Chairman and Managing Director

2. Mr. Sanjay Gupta Whole time Director and Chief Executive officer

3. Mr. Dhirendra Mohan Gupta Whole time Director

4. Mr. Sunil Gupta Whole time Director

5. Mr. Shailesh Gupta Whole time Director

6. Mr. Yogendra Mohan Gupta Brother of Managing Director

7. Mr. Devendra Mohan Gupta Brother of Managing Director

8. Mr. Shailendra Mohan Gupta Brother of Managing Director

9. Mr. Sandeep Gupta Brother of Whole time Director

10. Mr. Sameer Gupta Brother of Whole time Director

11. Mr. Devesh Gupta Son of Whole time Director

12. Mr. Tarun Gupta Son of Whole time Director

13. Mr. Dhruv Gupta Son of Whole time Director

14. Mrs. Saroja Gupta Mother of Whole time Director

15. Mrs. Vijaya Gupta Mother of Whole time Director

16. Mrs. Pramila Gupta Wife of Managing Director

17. Mrs. Madhu Gupta Wife of Whole time Director

18. Mrs. Pragati Gupta Wife of Whole time Director

19. Mrs. Ruchi Gupta Wife of Whole time Director

20. Mrs. Ritu Gupta Wife of Whole time Director

21. Narendra Mohan Gupta HUF

22. Sanjay Gupta HUF

23. Sandeep Gupta HUF

24. Mahendra Mohan Gupta HUF

25. Shailesh Gupta HUF

26. Yogendra Mohan Gupta HUF

Hindu Undivided Families of Key

27. Sunil Gupta HUF Managerial Personnel and their Relatives

28. Sameer Gupta HUF

29. Shailendra Mohan Gupta HUF

30. Devendra Mohan Gupta HUF

31. Dhirendra Mohan Gupta HUF

32. Devesh Gupta HUF

33. Tarun Gupta HUF

 
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