Jagran Prakashan Limited CIN-L22219UP1975PLC004147 Regd. Office: Jagran Building, 2, Sarvodaya Nagar, Kanpur-208005 Tel: +91 512 2216161, Fax: +91 512 2230625 Website: www.jplcorp.in, e-mail:[email protected] Notice NOTICE is hereby given that the 39th Annual General SPECIAL BUSINESS: Meeting of the Members of JAGRAN PRAKASHAN LIMITED, CIN L22219UP1975PLC004147 will be held on Wednesday, 6. To consider and if thought fit, to pass, with or the 30th day of September, 2015 at 12:00 Noon at Jalsaa without modification(s), the following resolution Banquet Hall, 4th Floor, Rave@Moti, 117/K/13, Gutaiya, as a Special Resolution: Kanpur, to transact the following businesses: Amendment to Articles of Association of the ORDINARY BUSINESS: Company- 1. To receive, consider and adopt the Audited Balance “RESOLVED THAT pursuant to Section 14 and Section Sheet as at 31st March, 2015 and the Statement of Profit 203 and other applicable provisions, if any, of the and Loss (both Standalone and consolidated basis) for Companies Act, 2013 the Articles of Association of the the year ended on that date together with the Report of Company, be and are hereby altered in the following Board of Directors and the Auditors thereon. manner. 2. To declare final dividend of ` 3.5 per share for the Aft er Article 112, the following article is to be inserted financial year ended 31st March, 2015. as Article No. 112A. 3. To appoint a Director in place of Mr. Dhirendra Mohan “S ubject to the provisions of Companies Act, 2013 an Gupta (DIN: 01057827), who retires by rotation and individual being the Chairperson of the Company may being eligible, offers himself for re-appointment. also hold the position of Managing Director / equivalent position of the Company at the same time.” 4. To appoint a Director in place of Mr. Shailendra Mohan Gupta (DIN: 00327249), who retires by rotation and RESOLVED FURTHER THAT for the purpose of giving being eligible, offers himself for re-appointment. effect to this resolution, the Board of Directors of the Company, be and is hereby authorised to take such 5. To appoint Auditors to hold office from the conclusion steps and actions and give such directions as may of this Annual General Meeting until the conclusion be in its absolute discretion deem necessary and to of next Annual General Meeting of the Company and settle any question that may arise in this regard.” to fix their remuneration: 7. T o consider and if thought fit, to pass, with or “RESOLVED THAT pursuant to the provisions without modification(s), the following resolution of Section 139 and other applicable provisions, as Special Resolution: if any of the Companies Act, 2013, approval be and is hereby accorded to re-appoint M/s Price “RESOLVED THAT pursuant to the provisions of Waterhouse Chartered Accountants LLP, New Delhi Section 188 and other applicable provisions, if any, of (FRN 012754N/N500016), as Statutory Auditors of the Companies Act, 2013, consent of the company be the Company, to hold office from the conclusion of and is hereby accorded to the reappointment of Mr. this Annual General Meeting to the conclusion of Sandeep Gupta, relative of a director of the Company, the next Annual General Meeting of the Company at holding an office or place of profit as Executive such remuneration as shall be fixed by the Board of President (Technical) for the period of five years with Directors of the Company.” effect from 1st October, 2015 on the following terms and conditions- Jagran Prakashan Limited 2 A. SALARY RESOLVED FURTHER THAT the Board of Directors Within the scale of ` 7,60,000 per month with the of the Company be and is hereby authorized to do annual increment of ` 50,000. all such acts, deeds, matters and things as may be necessary or desirable to give effect to this resolution.” B. PERQUISITES 1. Mr. Sandeep Gupta shall be entitled to 8. To consider and if thought fit, to pass, with or without perquisites like furnished accommodation modification(s), the following resolution as Special or house rent allowance in lieu thereof, Resolution: together with reimbursement of expenses for utilisation of gas, electricity, water, re- “RESOLVED THAT pursuant to the provisions of imbursement of ordinary medical expenses Section 188 and other applicable provisions, if any, and leave travel concession for self and of the Companies Act, 2013, consent of the company his family including dependents, club be and is hereby accorded to the reappointment of fees, premium towards personal accident Mr. Sameer Gupta, relative of a director of the insurance and mediclaim and all other Company, holding an office or place of profit as payments in the nature of perquisites Executive President (Accounts) for the period of and allowances as agreed by the Board five years with effect from 1st October, 2015 on the of Directors, from time to time, subject following terms and conditions- however, that the aggregate monetary value of the perquisites in any year shall not exceed A. SALARY ` 10,00,000/-(Rupees Ten Lacs only). Within the scale of ` 7,60,000 per month with the annual increment of ` 50,000. EXPLANATION “Family” here means the spouse, dependent children and B. PERQUISITES dependent parents. 1. Mr. Sameer Gupta shall be entitled to perquisites like furnished accommodation or house For the purpose of calculating the above ceiling, perquisites rent allowance in lieu thereof, together with shall be evaluated as per the actual cost. If the actual cost reimbursement of expenses for utilisation of gas, is not determinate, these shall be evaluated as per Income- electricity, water, re-imbursement of ordinary Tax Rules, wherever applicable. medical expenses and leave travel concession for self and his family including dependents, club fees, Use of Company Car for official purposes and Telephone premium towards personal accident insurance at residence (including payment for local calls and and mediclaim and all other payments in the long distance official calls), shall not be included in the nature of perquisites and allowances as agreed by computation of perquisites for the purpose of calculating the Board of Directors, from time to time, subject the said ceiling. however, that the aggregate monetary value of the perquisites in any year shall not exceed 2. Contribution to Provident Fund, Superannuation ` 10,00,000/-(Rupees Ten Lacs only). Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the EXPLANATION extent these either singly or put together are not “Family” here means the spouse, dependent children and taxable under the Income Tax Act. dependent parents. 3. Gratuity payable as per the Rules of the Company For the purpose of calculating the above ceiling, perquisites and encashment of leave at the end of the tenure shall be evaluated as per the actual cost. If the actual cost will not be included in the computation of the ceiling is not determinate, these shall be evaluated as per Income- on perquisites to the extent the same are not taxable Tax Rules, wherever applicable. under the Income Tax Act. Use of Company Car for official purposes and Telephone RESOLVED FURTHER THAT appointment of at residence (including payment for local calls and Mr. Sandeep Gupta, Executive President (Technical) for long distance official calls), shall not be included in the the period from 1st October, 2013 to 30th September, computation of perquisites for the purpose of calculating 2015 made pursuant to the shareholder’s approval in the said ceiling. the Annual General Meeting of the Company held on 25th September, 2013 and remuneration of ` 6, 60,000 2 Contribution to Provident Fund, Superannuation per month for the period from 1st October, 2013 to Fund or Annuity Fund will not be included in the 30th September, 2014 and ` 7,10,000 per month computation of the ceiling on perquisites to the from period 1st October, 2014 to 30th September, extent these either singly or put together are not 2015 along with value of perquisite be and hereby taxable under the Income Tax Act. approved and ratified. 3 3. Gratuity payable as per the Rules of the Company EXPLANATION and encashment of leave at the end of the tenure “Family” here means the spouse, dependent children and will not be included in the computation of the ceiling dependent parents. on perquisites to the extent the same are not taxable under the Income Tax Act. For the purpose of calculating the above ceiling, perquisites shall be evaluated as per the actual cost. If the actual cost RESOLVED FURTHER THAT appointment of is not determinate, these shall be evaluated as per Income- Mr. Sameer Gupta, Executive President (Accounts) for Tax Rules, wherever applicable. the period from 1st October, 2013 to 30th September, 2015 made pursuant to the shareholder’s approval in Use of Company Car for official purposes and Telephone the Annual General Meeting of the Company held on at residence (including payment for local calls and 25th September, 2013 and remuneration of ` 6, 60,000 long distance official calls), shall not be included in the per month for the period from 1st October, 2013 to computation of perquisites for the purpose of calculating 30th September, 2014 and ` 7,10,000 per month the said ceiling. from period 1st October, 2014 to 30th September, 2015 along with value of perquisite be and hereby 2. Contribution to Provident Fund, Superannuation approved and ratified. Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the RESOLVED FURTHER THAT the Board of Directors extent these either singly or put together are not of the Company be and is hereby authorized to do taxable under the Income Tax Act.