Jagran Prakashan Ltd

Jagran Prakashan Limited (JPL), a publisher company was born in 18th July of the year 1975 as a private limited under the name of Jagran Prakashan Private Limited. JPLs birth was the pet project of the Indian freedom fighter Late Shri Puran Chandra Gupta. The Company is engaging in printing and publishing of newspapers, magazines, journals and media related businesses. The other activities of the Company comprises outdoor advertising business, event management and activation services and digital business.The Company had acquired the publication rights of Dainik Jagran, Kanpur, Dainik Jagran, Gorakhpur, Daily Action, Kanpur and a monthly magazine Kanchan Prabha, Kanpur. The plant and machinery required for publication of newspapers and magazines were also acquired by the way of a lease agreement in the year 1975. During the year 1979, JPL had launched the Lucknow Edition of Dainik Jagran and in the year 1986, launched the Agra edition of the same. The name of the company was changed for the first time from Jagran Prakashan Private Limited to Jagran Prakashan Limited with effect from 1st April of the year 1989. For the various purpose, the company had launched its website under the name of www.jagran.com in the year 1997. During March of the year 2000, the company had executed the separate business purchase agreements with Jagran Prakashan (Delhi) Private Limited (JPDPL), Jagran Prakashan (Varanasi) Private Limited (JPVPL), Rohilkhand Publications Private Limited (RPPL) and also in the same year acquired the entire undertakings (including all the assets and liabilities) on a lock, stock and barrel basis for publication of Dainik Jagran at various centres. In the year 2001, JPL had launched the Aligarh Edition of Dainik Jagran. During the year 2002, by a scheme of amalgamation between JPDPL, JPVPL, RPPL and company, sanctioned by the High Court of Allahabad, vide its order dated 1st June of the year 2002, the whole of the undertakings of each of JPDPL, JPVPL and RPPL were transferred to and vested in company since JPDPL, JPVPL and RPPL became wholly owned subsidiaries of the company. In the same year of 2002, Dainik Jagran was declared as Indias largest read daily newspaper. JPL had launched the Ranchi, Jamshedpur, Dhanbad, Panipat and Bhagalpur editions of Dainik Jagran in the year 2003. Followed by, in the year 2004, again the company had made its foot print in the Ludhiana and Haldwani by the way of new editions of Dainik Jagran launched in the same places. Also in the same year the company had started Jagran Solutions, division offering outdoor advertising and event management services. The name of the company was changed from Jagran Prakashan Limited to Jagran Prakashan Private Limited with effect from 5th October of the year 2004. In fiscal 2005, JPL had acquired the research business of Jagran Research Centre, a partnership firm for consideration of Rs 1.53 million. For the purpose of printing and publishing our newspaper Dainik Jagran in Indore and, subsequently, from other places in the states of Madhya Pradesh and Chattisgarh, the company had incorporated Jagran Prakashan (MPC) in September of the year 2005. Also the Jagran Prakashan (MPC) Pvt Ltd had launched short code services (SMS and IVR/ASR). The Company tested its epaper. The Companys name was again reconverted from Jagran Prakashan Private Limited to Jagran Prakashan Limited with effect from 23rd November of the year 2005. Launched the Muzaffarpur, Jammu and Dharamshala editions of Dainik Jagran in the identical year of 2005. The Company had launched a new infotainment newspaper, called City Plus in September of the year 2006 and in December, launched Inext, its compact daily. During the year 2007, the company jointly with Yahoo India, launched the new cobranded Hindi news and current affairs Internet property. In December of the same year 2007, JPL made a 50:50 joint venture with Network18 for the business of print space. During 20092010, the company announced the merger of newspaper business of MidDay Multimedia Limited WITH ITSELF. In 2011, the company launched a Urdu News paper by the name Inquilab and also a punjabi Newspaper by the name Punjabi Jagran.During 2012, the company acquired Suvi Info Management (Indore) Private Limited.During 2014, the company proposed to acquire Music Broadcast Private Limited Indias Leading Radio Network.Morn Media Limited (formerly known as Jagran Limited), which has not had any activity since long has ceased to be Associate Company of the Company with effect from September 29, 2014.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, holding company of MBL. MBL shareholding is held by Spectrum 71.34%, Crystal Sound and Music Private Limited 21.48% and Music Broadcast Employees Welfare Trust 7.18%. The Board of Directors of the Company in their meeting held on 27 July 2015 have 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.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.The Scheme of Arrangement for Amalgamation of SuviInfo Management (Indore) Private Limited (Suvi) with Jagran Prakashan Limited (JPL) was sanctioned by the Honble High Court of Allahabad by its order dated March 16, 2016 and the Honble High Court of Bombay by its order dated December 2, 2016. The Scheme came into effect on December 27, 2016, which was the date on which a Certified Copy of the Order of the High Court of Bombay and High Court of Allahabad sanctioning the Scheme was filed with the Registrar of Companies, Mumbai and the Registrar of Companies, Uttar Pradesh with appointed dated of January 1, 2016. SUVI was a wholly owned subsidiary of the Company and therefore there was no issue of shares by the Company to the shareholders of SUVI. The composite scheme of arrangement for amalgamation of Crystal Sound Music Private Limited (Crystal) and Spectrum Broadcast Holdings Private Limited (Spectrum) with Jagran Prakashan Limited (JPL) and the demerger of radio business undertaking of Shri Puran Multimedia Limited (SPML) into Music Broadcast Limited (MBL) was sanctioned by the Honble High Court of Allahabad by its order dated September 22, 2016 and the Honble High Court of Bombay by its order dated October 27, 2016. The Scheme became effective upon filing of the court orders with the respective Registrar of Companies of Uttar Pradesh on November 18, 2016 and Mumbai on November 17, 2016 with appointed dated of January 1, 2016. In terms of the Scheme, business and undertaking of Spectrum and Crystal were transferred to and vested in favour of JPL. As Crystal was a wholly owned subsidiary of Spectrum, which in turn was a wholly owned subsidiary of JPL, therefore there was no issue of shares by JPL to the shareholders of Crystal and Spectrum. Also, in terms of the Scheme, radio business undertaking of SPML, was transferred to and vested in favour of MBL and the shareholders of SPML were allotted 10 fully paid up equity shares of face value of Rs10/ each of MBL for every 112 equity shares of SPML held by them. As result of the above schemes, SuviInfo Management (Indore) Private Limited, Crystal Sound Music Private Limited and Spectrum Broadcast Holdings Private Limited subsidiaries of the Company ceased to be in existence.During the year under review, Music Broadcast Limited, subsidiary of the Company has completed its highly successful Initial Public Offer (IPO) and received an overwhelming response for the same, with an over subscription of about 40 times. It clearly demonstrate leadership position of MBL in the space that has been attended and sustained over period of years, as a result of tireless efforts and systematic approach to the business of the management. The equity shares of MBL were listed on both BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on March 17, 2017. IPO of MBL comprised of a fresh issue of 12,012,012 equity shares and an offer for sale of 2,658,518 equity shares by selling shareholders for Rs 333/ per equity share (inclusive of premium of Rs 323/ per share).In April 2017, the Company had completed a buyback of 1,55,00,000 fully paid up equity shares of face value of Rs2 each representing 4.74% of the total number of outstanding equity shares of the Company at a price 195 per equity share for an aggregate amount of Rs3,02,25,00,000, on proportionate basis through the tender offer route. Accordingly, the share capital of the Company was reduced from Rs 65,38,23,658 (32,69,11,829 shares) to Rs 62,28,23,658 (31,14,11,829 shares).On April 27, 2018, the Board approved an yet another proposal for buyback of up to 1,50,00,000 fully paid up equity shares of face value of Rs2 each representing 4.82% of the total number of outstanding equity shares of the Company, at a price of Rs195 per equity share, for maximum amount of Rs 2,92,50,00,000 on proportionate basis through the tender offer route, subject to approval of the members of the Company by postal ballot/evoting and also such other approvals, permissions and sanctions as may be required under law. The postal ballot/evoting for obtaining approval of shareholder by way of special resolution is under progress as on the date of this Report.On November 9, 2017, Board of Directors of the Company approved to dispose off Companys full shareholding in NML, wholly owned subsidiary of the Company at a consideration of Rs5 Lakh to its erstwhile promoter, Mr. Vinay Chhajlani (a nonrelated party) from whom the shares were acquired in the year 2012. Thereafter, on January 16, 2018 shares of Naidunia Media Limited (NML) held by the Company were transferred and NML ceased to be the subsidiary of the Company w.e.f January 16, 2018.During the year 2019, the Company made an additional strategic investment on September 04, 2018 in the equity shares of MMI Online Limited (MMI) through acquisition by way of purchase of 1,828,300 equity shares of Rs 10/ each, at a price of Rs 25.98/ per equity share, aggregating to Rs 475 Lakhs. This constitutes 37.41% of MMIs share capital. The shareholding of Company in MMI post acquisition increased to to 44.92% from 7.51%. Accordingly, MMI became an Associate of the Company in terms of Section 2(6) of the Act.In December 2018, MBL completed a buyback of 1,745,079 equity shares at an average price of Rs 326.61/ per equity share from the open market through stock exchange mechanism, and accordingly utilized Rs 5,699.63 Lakhs (excluding transaction costs) towards the buyback of shares. Pursuant to the buyback, the shareholding of the Company in MBL increased from 70.58% to 72.81%.The Board of Directors of its subsidiary, Music Broadcast Ltd. (MBL), at its meeting held on May 27, 2019, subject to entering into definitive binding agreements, approved:a. Proposed investment, the terms of which are being finalised, in Reliance Broadcast Network Limited (RBNL) by way of a preferential allotment for a 24% equity stake for a consideration of Rs 202 Crores and b. On receipt of all regulatory approvals, proposed acquisition of the entire stake held by the promoters of RBNL basis an enterprise value of Rs 1,050 Crores after making adjustment for variation, if any, for the year ended March 31,2019.