Jagran Prakashan Ltd.
|BSE: 532705||Sector: Media|
|NSE: JAGRAN||ISIN Code: INE199G01027|
|BSE 15:32 | 30 Sep||37.10||
|NSE 15:34 | 30 Sep||37.25||
|Mkt Cap.(Rs cr)||1,043|
|Mkt Cap.(Rs cr)||1043.25|
Jagran Prakashan Ltd. (JAGRAN) - Director Report
Company director report
The Directors have the pleasure in presenting the 43rd Annual Report and AuditedFinancial Statements of Jagran Prakashan Limited ("JPL" / "theCompany") for the financial year ended on March 312019.
1. FINANCIAL RESULTS:
The summarised standalone and consolidated financial results of the Company along withappropriation to reserves for the financial year ended March 312019 as compared to theprevious year are as under:
(Rs. in Lakhs)
2. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:
The turnover of the Company was ' 236265.18 Lakhs for the year ended March 312019 ascompared to ' 230398.22 Lakhs in the previous year. The Companys profit for theyear ended March 312019 was ' 27423.02 Lakhs as compared to ' 31097.64 Lakhs in theprevious year.
The turnover of the Company was ' 193987.64 Lakhs for the year ended March 312019 ascompared to ' 189794.94 Lakhs in the previous year. The Companys profit for theyear ended March 312019 was ' 21991.20 Lakhs as compared to ' 26601.31 Lakhs in theprevious year.
For a detailed analysis of the financial performance refer to the Report on ManagementDiscussion and Analysis forming part of this Report.
3. BUY-BACK OF FULLY PAID-UP EQUITY SHARES OF THE COMPANY:
Pursuant to the receipt of approval of Members vide special resolution passed throughPostal Ballot and e-voting in July 2018 the Company completed yet another buy-back of
15.000. 000 fully paid-up equity shares of face value of ' 2/- each (representing 4.82%of the total number of outstanding equity shares of the Company) at a price of ' 195/- perequity share. The amount utilised was ' 29250 Lakhs excluding incidental expenses on aproportionate basis through the tender offer route.
The Company has duly extinguished the bought-back
15.000. 000 equity shares of ' 2/- each. Accordingly the issued subscribed andpaid-up share capital of the Company was reduced from ' 6228.24 Lakhs comprising311411829 equity shares of ' 2/- each to ' 5928.24 Lakhs comprising 296411829 equityshares of ' 2/- each.
The Board of Directors of the Company has recommended a dividend of ' 3.5/- per equityshare (175% on face value of ' 2/- per equity share) for the financial year ended March31 2019 amounting to approximately ' 10375 Lakhs (and a tax of approximately ' 2056Lakhs). The dividend payout is subject to approval of the Members at the ensuing 43rdAnnual General Meeting.
The Company has not accepted any deposit from public / shareholders in accordance withSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the Balance Sheet.
6. CREDIT RATING:
Details of credit rating assigned by CRISIL are given below and are also uploaded onthe Companys website at https://jplcorp.in/new/Reports.aspx?CID=29:
*total bank loan facility rated.
7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retirement by Rotation:
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sunil Gupta (DIN: 00028734) and Mr. Satish Chandra Mishra(DIN: 06643245) are the directors liable to retire by rotation in the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.
ii) Appointment of Directors / Key Managerial Personnel during the year:
a. The Board at its Meeting held on October 31 2018 approved the re-appointment ofMr. Satish Chandra Mishra (DIN: 06643245) as a Whole-time Director of the Company for afurther period of three (3) years with effect from January 012019 subject to the approvalof the Members at the ensuing Annual General Meeting.
b. Pursuant to the Regulation 17(1A) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") which has been inserted by the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018("the Amendment Regulations") the Members vide Special Resolution passed onMarch 10 2019 through Postal Ballot and e-voting approved the continuation of holding ofoffice by Mr. Vijay Tandon (DIN: 00156305) as a Non-Executive Independent Director tillthe completion of his present term i.e. up to the conclusion of the Annual General Meetingof the Company in the calendar year 2019 and also his re-appointment as a Non-ExecutiveIndependent Director for a second term up to the conclusion of the Annual General Meetingof the Company in the calendar year 2024 or the expiry of 5 (five) years whichever isearlier.
iii) Re-appointment of Independent Directors whose term of office is expiring at theensuing Annual General Meeting:
The Independent Directors of the Company viz. Mr. Anuj Puri (DIN: 00048386) Mr. DilipCherian (DIN: 00322763) Mr. Jayant Davar (DIN: 00100801) Mr. Ravi Sardana (DIN:06938773) and Mr. Shashidhar Narain Sinha (DIN: 00953796) were appointed at the AnnualGeneral Meeting held on September 30 2014 for a term of five (5) years in line with theprovisions of the Act including the Rules made thereunder and the erstwhile ListingRegulations. Being eligible the Board recommends to the shareholders the re-appointmentof the above Independent Directors.
iv) Cessation / Appointment of Independent Directors at the ensuing Annual GeneralMeeting:
a. Ms. Anita Nayyar (DIN: 03317861) Independent Woman Director was appointed for afirst term of two years under the Act at the Annual General Meeting held on September 302014 and for a second term of three years at the Annual General Meeting held on September23 2016. Accordingly the second term of appointment under the Act of Ms. Anita Nayyar iscompleting at the ensuing Annual General Meeting. The Board has placed on record itsappreciation for the valuable contribution made by her as Director of the Company.
b. Mr. Rajendra Kumar Jhunjhunwala (DIN: 00073943) has conveyed to the Board that dueto personal reasons he does not seek re-appointment for a second term under the Act. TheBoard has placed on record its appreciation for the valuable contribution made by him asDirector of the Company.
c. The Board after recommendation by the Nomination and Remuneration Committeerecommends to the shareholders the appointment of Mr. Shailendra Swarup (DIN: 00167799) asan Independent Director on the Board of the Company.
Brief profiles and other requisite details as stipulated under Listing Regulations andthe Secretarial Standard-2 on General Meetings ("Secretarial Standard-2") of theDirectors proposed to be appointed / re-appointed at the ensuing Annual General Meetingare annexed to the Notice convening the Annual General Meeting.
8. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
Every Independent Director at the first meeting of the Board after appointment andthereafter at the first meeting of the Board in every financial year or whenever there isany change in the circumstances which may affect his status as an independent director isrequired to provide a declaration that he / she meets the criteria of independence asprovided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
In accordance with the above each Independent Director has given a written declarationto the Company confirming that he / she meets the criteria of independence under Section149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and that they havecomplied with the Code of Conduct as specified in Schedule IV to the Act.
In the opinion of the Board all the Independent Directors fulfill the criteria ofindependence as provided under the Act Rules made thereunder read with the ListingRegulations and are independent of the management.
9. ANNUAL EVALUATION OF THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS (INCLUDING CHAIRMAN OF THE COMPANY):
Pursuant to the provisions of the Act and the Listing Regulations annual performanceevaluation is to be carried out of the Board and its Committees the Chairman andIndividual Directors. To ensure an effective evaluation process the Nomination andRemuneration Committee of the Board of Directors ("NRC") has put in place arobust evaluation framework for conducting the performance evaluation exercise. During thefinancial year 2018-19 NRC for further improving the evaluation process made certainamendments in the questionnaires.
Performance evaluation of the Board was done on key attributes such as compositionadministration corporate governance independence from Management review of performanceas against the agreed business plans etc. Parameters for evaluation of directors includedconstructive participation in Meetings and engagement with colleagues on the Board.Similarly Committees were evaluated on parameters such as adherence to the terms ofmandate deliberations on key issues reporting to the Board etc. The Chairman of theCompany was evaluated on leadership guidance to the Board and overall effectiveness.Responses submitted by Board Members were collated and analysed. Improvement opportunitiesemanating from this process were considered by the Board to optimise its overalleffectiveness.
The evaluation process was anchored by an independent professional agency ofinternational repute to ensure independence confidentiality and neutrality. A report onthe evaluation process and the results of the evaluation were presented by the agency tothe Board.
10. COMMITTEES OF THE BOARD:
The Company has in place an Audit Committee ("AC") Nomination andRemuneration Committee ("NRC") Stakeholders Relationship Committee("SRC") and Corporate Social Responsibility Committee ("CSR") whichhave been established in compliance with the requirements of the relevant provisions ofapplicable laws and statutes. Pursuant to the Amendment Regulations top 500 listedentities determined on the basis of market capitalisation as at the end of the immediateprevious financial year shall constitute the Risk Management Committee ("RMC").As JPL is one amongst the top 500 listed entities to comply with the aforesaid amendmentthe Board at its meeting held on February 012019 constituted the RMC.
The details with respect to the composition powers roles terms of referencepolicies etc. of different Committees are given in detail in the Report on CorporateGovernance forming part of the Annual Report.
11. NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Policy of the Company was modified by the Board ofDirectors at its meeting held on February 01 2019 in light of the Amendment Regulations.In accordance with Section 134(3) of the Act the amended Policy is attached hereto asAnnexure-I to the Boards Report and is also uploaded on the Companys websiteat https://jplcorp.in/new/pdf/NRCPolicy Final.pdf
12. MEETINGS OF THE BOARD:
Six (6) meetings of the Board of Directors were held during the year. Further detailsare given in the Report on Corporate Governance forming part of the Annual Report.
13. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Ind-AS 110 on Consolidated Financial Statements read with theInd-AS 28 on Accounting for Investments in Associates notified under Section 133 read withSection 129(3) of the Act the Audited Consolidated Financial Statements are provided inthe Annual Report.
During the year under review the Company made an additional strategic investment onSeptember 04 2018 in the equity shares of MMI Online Limited ("MMI") throughacquisition by way of purchase of 1828300 equity shares of ' 10/- each at a price of '25.98/- per equity share aggregating to ' 475 Lakhs. This constitutes 37.41% ofMMIs share capital. The shareholding of Company in MMI post acquisition increased to44.92% from 7.51%. Accordingly MMI became an Associate of the Company in terms of Section2(6) of the Act.
The financial statements of the following Subsidiaries have been consolidated with thefinancial statements of the Company:
i) Midday Infomedia Limited ("MIL")
ii) Music Broadcast Limited ("MBL")
In addition share in Profit / Loss of the following Associates has been accounted forin the financial statements of the Company:
i) Leet OOH Media Private Limited
ii) X-Pert Publicity Private Limited
iii) MMI Online Limited (w.e.f. September 04 2018)
The Company has no joint ventures.
In December 2018 MBL completed a buy-back of 1745079 equity shares at an averageprice of ' 326.61/- per equity share from the open market through stock exchangemechanism and accordingly utilised ' 5699.63 Lakhs (excluding transaction costs) towardsthe buy-back of shares. Pursuant to the buy-back the shareholding of the Company in MBLhas increased from 70.58% to 72.81%.
In accordance with Regulation 16(1)(c) of the Listing Regulations MBL has beenidentified as a material listed subsidiary of the Company. MIL continues to be animmaterial unlisted wholly-owned subsidiary.
At any time after the closure of the financial year and till the date of the Reportthe Company has not acquired or formed any new subsidiary associate or joint venture.
The Policy for Determining Material Subsidiaries as approved by the Board is uploadedon the Companys website at https://jplcorp.in/new/pdf/POLICYFOR DETERMINING MATERIAL SUBSIDIARIES 1.pdf.
14. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES AND ASSOCIATES:
The financial performance of the subsidiaries and associates are discussed in theReport on Management Discussion & Analysis. Pursuant to the provisions of Sections129 133 134 and 136 of the Act read with Rules framed thereunder the Company hasprepared Consolidated
Financial Statements of the Company and its subsidiaries and a separate statementcontaining the salient features of financial statement of subsidiaries and associates inForm AOC-1 forming part of the Annual Report.
In accordance with Section 136 of the Act the Annual Accounts of the Subsidiaries areavailable on the Companys website and also open for inspection by any Member at theCompanys Registered Office. The Company will make available these documents and therelated detailed information upon request by any Member of the Company or any Member ofits Subsidiary who may be interested in obtaining the same.
15. ACQUISITION BY MUSIC BROADCAST LIMITED SUBSIDIARY OF THE COMPANY:
i) The Board of Directors of MBL at its meeting held on May 27 2019 subject toentering into definitive binding agreements has approved:-
a. Proposed investment the terms of which are being finalised in Reliance BroadcastNetwork Limited ("RBNL") by way of a preferential allotment for a 24% equitystake for a consideration of ' 202 Crores; and
b. On receipt of all regulatory approvals proposed acquisition of the entire stakeheld by the promoters of RBNL basis an enterprise value of ' 1050 Crores after makingadjustment for variation if any on the basis of audited accounts for the year endedMarch 312019.
RBNL operates the BIG FM Radio network with 58 Stations across India which reaches outto 1200+ towns and 50000+ villages and over 30 Crores Indians across the country. BIG FMis one of Indias most awarded radio networks and has been the pioneer of innovativeformats like storytelling with shows like Yaadon Ka Idiot Box with Neelesh Misra andboasts of some of the most popular celebrity radio shows in the country like Suhana Safarwith Annu Kapoor.
MBLs Radio City and RBNLs BIG FM have complementary offerings with limitedoverlap. The combined network will have 79 Stations making it the largest radio network inIndia.
ii) The Board of Directors of MBL at its meeting held on April 23 2018 approved theacquisition of Radio Business Undertaking of Ananda Offset Private Limited engaged inRadio Broadcasting Business under brand name "Friends 91.9 FM" in Kolkatathrough a slump sale subject to receipt of approval from the Ministry of Information andBroadcasting. Subsequent to the year-end in May 25 2019 MBL and Ananda Offset PrivateLimited have mutually agreed to terminate the Business Transfer Agreement in view ofuncertainty in receipt of regulatory approval.
16. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:
The Board reports that no material changes and commitments affecting the financialposition of the Company have occurred between the end of the financial year ending March312019 and the date of this Report.
17. RELATED PARTY CONTRACTS / ARRANGEMENTS:
All related party transactions that were entered into during the financial year were inthe ordinary course of business of the Company and on arms length basis. There wereno materially significant related party transactions entered into during the year by theCompany with its Promoters Directors Key Managerial Personnel or other related partieswhich could have a potential conflict with the interest of the Company.
All related party transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval is obtained for the transactions which areforeseen or are recurring in nature. A statement of all related party transactions ispresented before the Audit Committee on a quarterly basis specifying the relevant detailsof the transactions. The policy on dealing with related party transactions as amended bythe Board of Directors at its meeting held on February 012019 in light of the AmendmentRegulations is placed on the Companys website at
Since all related party transactions entered into by the Company were in the ordinarycourse of business and on an arms length basis Form AOC-2 as prescribed pursuant toSection 134 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is not applicableto the Company.
The details of the transactions with related parties are provided in Note Nos. 29 and30 to the standalone and consolidated financial statements respectively.
18. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested by the management as wellas auditors and no reportable material weakness in the processes or operations wasobserved.
19. INTERNAL AUDITOR:
M/s. Ernst & Young LLP are the Internal Auditors of the Company. The terms ofreference and scope of work of the Internal Auditors is as approved by the AuditCommittee. The Internal Auditors monitor and evaluate the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Significant audit observations and recommendationsalong with corrective actions thereon are presented to the Audit Committee.
20. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER SECTION 186 OF THE ACT:
The details of Loans Guarantees and Investments within the meaning of Section 186 ofthe Act are provided in Note Nos. 28 and 29 to the standalone and consolidated financialstatements respectively.
21. LEGAL FRAMEWORK AND REPORTING STRUCTURE:
In consultation with a professional agency of international repute the Company has setup a compliance tool for monitoring and strengthening compliance of the laws applicable toJPL which is updated regularly for amendments / modifications in applicable laws fromtime to time. This has strengthened the compliance at all levels in the Company undersupervision of the Compliance Officer who has been entrusted with the responsibility tooversee its functioning.
22. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:
In consultation with a professional agency of international repute the Company has inplace a Risk Management Policy and has also identified the key risks to the business andits existence. There is no risk identified that threatens the existence of the Company.For major risks please refer to the section titled Risks and Concerns in theReport on Management Discussion and Analysis forming part of the Annual Report. The RiskManagement Policy is uploaded on the Companys website at
23. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES:
As a responsible corporate citizen your Company supports a charitable trust ShriPuran Chandra Gupta Smarak Trust ("the Trust") to discharge its socialresponsibilities. Pehel an outfit of the Trust provides social services such asorganising workshops/seminars to voice different social issues health camps / road showsfor creating awareness on the social concerns and helping the underprivileged. Pehel hasbeen working with various national and international organisations such as World Bank andUNICEF on various projects to effectively discharge the responsibilities entrusted by theCompany. The Trust under its aegis has also been imparting primary secondary higherand professional education to more than 11000 students through schools and colleges atKanpur Noida Lucknow Varanasi Dehradun and smaller towns like Kannauj and Basti. TheCompany has also been assisting trusts and societies dedicated to the cause of promotingeducation culture healthcare sanitation etc.
Through its newspapers the Company works on awakening the readers on social values andat the core of its editorial philosophy are 7 principles (called Saat Sarokaar) viz.Poverty Eradication Healthy Society Educated Society Women Empowerment EnvironmentConservation Water Conservation and Population Management. Beyond the content we alsoleverage our massive reach to organise initiatives that are in spirit of these sevenprinciples and have the potential to mobilise citizens and generate ground-level impact.Some of the initiatives undertaken in 2018-19 are detailed in Business ResponsibilityReport forming part of the Annual Report.
In the financial years 2014-15 and 2015-16 the Company spent the entire prescribedamount of 2% of the average net profits of the Company on CSR activities. In the financialyear 2016-17 the Company spent ' 500 Lakhs on its CSR activities out of the prescribedamount of ' 685 Lakhs (1.46%). In the financial year 2017-18 the Company has spent ' 200Lakhs on its CSR activities out of the prescribed amount of ' 817.80 Lakhs. The shortfallin expenditure during the years 2016-17 and 2017-18 was due to non-availability ofsuitable opportunities.
The Company contributed an amount of ' 300 Lakhs as CSR expenditure as against ' 200Lakhs spent in the previous year 2017-18 to the Trust towards setting up and / orexpansion of schools / colleges and / or running and maintenance of existing schools andcolleges under the brand name of Jagran Public School / Colleges under aegis of the Trustout of the statutory obligation of ' 819.35 Lakhs for the financial year 2018-19. Furtherthe Company did not make any other CSR contribution in anticipation of the requirement offunds by the Trust in the financial years 2019-20 and FY 2020-21.
As a socially responsible company the Company is committed to increase its CSR impactover the coming years with its aim of playing a larger role in Indias sustainabledevelopment by embedding wider economic social and environmental objectives.
The Company has adopted the CSR policy keeping into account Section 135 of the Act readwith the Rules made thereunder and Schedule VII to the Act. The salient features ofCompanys CSR policy and its details of expenditure on CSR activities during thefinancial year 2018-19 as required under the Act read with Rule 8 of Companies (CorporateSocial Responsibility Policy) Rules 2014 are given in Annexure-II. The CSR Policy is alsouploaded on the Companys website at
24. ESTABLISHMENT OF VIGIL / WHISTLE-BLOWER MECHANISM:
The Company promotes ethical behavior in all its business activities and in line withthe best practices for corporate governance. It has established a system through whichdirectors & employees may report breach of code of conduct including code of conductfor insider trading unethical business practices illegality fraud corruption leak ofunpublished price sensitive information pertaining to the company etc. at work placewithout fear of reprisal. It also provides adequate safeguards against victimisation ofemployees. The Company has established a vigil / whistle-blower mechanism for thedirectors and employees. The functioning of the vigil / whistle-blower mechanism isreviewed by the Audit Committee from time to time. None of the employees / directors havebeen denied access to the Audit Committee. The Vigil Mechanism / Whistle-blower Policy ofthe Company was amended by the Board in March 2019 in light of the recent amendmentsintroduced
through the Securities and Exchange Board of India (Prohibition of Insider Trading)(Amendment) Regulations 2018 and the Securities and Exchange Board of India (Prohibitionof Insider Trading) (Amendment) Regulations 2019. The details of the Vigil Mechanism /Whistle Blower Policy are given in the Report on Corporate Governance and the entirePolicy is also available on the Companys website at
During the financial year 2018-19 there was no complaint reported by any director oremployee of the Company under this mechanism.
25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with the Rules made thereunder the Companyhas in place a Prevention of Sexual Harassment (POSH) Policy. Periodical communication ofthis Policy is done through programs to the employees. The Company has constituted theInternal Complaints Committee in accordance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 which is responsible forredressal of Complaints related to sexual harassment. No complaint on sexual harassmentwas received during the year under review.
26. EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn as at March 31 2019 in Form MGT-9 is set out in Annexure-III to the BoardsReport.
27. AUDITORS & AUDITORS REPORT:
i) Statutory Auditors & Audit Report:
Pursuant to provisions of Section 139 of the Act and Rules made thereunder DeloitteHaskins & Sells Chartered Accountants Kolkata (FRN 302009E) being eligible wereappointed as Statutory Auditors of the Company for a term of five (5) years to holdoffice from the conclusion of the 41st Annual General Meeting of the Company held onSeptember 28 2017 till the conclusion of the 46th Annual General Meeting to be held inthe year 2022.
There is no qualification reservation or adverse remark or disclaimer made in theAuditors Report needing explanations or comments by the Board. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee in the year underreview.
ii) Secretarial Audit & Secretarial Audit Report:
Pursuant to Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed
Adesh Tandon & Associates Practicing Company Secretaries to conduct SecretarialAudit for the financial year 2018-19. The Secretarial Audit Report in Form No. MR-3 forthe financial year March 312019 is set out in Annexure-IV to the Boards Report. Inaccordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08 2019 theCompany has obtained from the Secretarial Auditors of the Company an Annual SecretarialCompliance Report.
The observations as contained in the Secretarial Audit Report are self-explanatory andneed no further clarifications.
28. INVESTOR EDUCATION AND PROTECTION FUND:
The details of amount and shares transferred to Investor Education and Protection Fund("IEPF") are given in the Report on Corporate Governance forming part of theAnnual Report.
29. OTHER DISCLOSURES:
Following other disclosures are made:
i) No shares (including sweat equity shares and ESOP) were issued to the employees ofthe Company under any scheme.
ii) No orders were passed by any of the regulators or courts or tribunals impacting thegoing concern status and Companys operations in future.
iii) There is no change in the nature of the business of the Company.
iv) The Board has in place the Code of Conduct for all the members of Board and team ofSenior Management Personnel. The Code lays down in detail the standards of businessconduct ethics and governance.
v) Maintenance of cost records as specified by the Central Government under Section148(1) of the Companies Act 2013 is not applicable to the Company.
30. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the requirements of Sections 134(3)(c) and 134(5) of the Act theDirectors hereby confirm that:
i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departure from the same;
ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company and of the profit and loss of the Companyat the end of the financial year;
iii) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively; and
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
31. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review the Company has complied with the applicableSecretarial Standard-1 (Secretarial Standard on Meetings of the Board of Directors)Secretarial Standard-2 (Secretarial Standard on General Meetings) Secretarial Standard-3(Secretarial Standard on Dividend) and has also voluntarily complied with SecretarialStandard-4 (Secretarial Standard on Report of the Board of Directors) to the extentapplicable issued by the Institute of Company Secretaries of India.
32. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE CERTIFICATE:
A Report on Corporate Governance as stipulated under Regulations 17 to 27 and Para C Dand E of Schedule V of the Listing Regulations as amended from time to time is set outseparately and forms part of this Report. The Company has been in compliance with all thenorms of Corporate Governance as stipulated in Regulations 17 to 27 and Clauses (b) to (i)of Regulation 46(2) and Para C D and E of Schedule V of the Listing Regulations asamended from time to time.
The requisite Certificate from the Secretarial Auditors of the Company Adesh Tandon& Associates Practicing Company Secretaries confirming compliance with theconditions of Corporate Governance as stipulated under the Listing Regulations forms partof this Report.
33. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report ("BRR") of the Company for the year underreview describing initiatives taken by the Company from an environmental social andgovernance perspectives as required under Regulation 34(2)(f) of the Listing Regulationsis set out separately and forms part of the Annual Report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Report on Management Discussion and Analysis for the year under review as requiredunder Regulation 34(2) of the Listing Regulations is set out separately and forms part ofthis Report.
35. FAMILIARISATION PROGRAMME FOR DIRECTORS:
Upon appointment of a new Independent Director the Company issues a formal Letter ofAppointment which sets out in detail inter-alia the terms and conditions ofappointment their duties responsibilities and expected time commitments. The terms andconditions of their appointment are disclosed on the Companys website.
The Board members are provided with the necessary documents presentation reports andpolicies to enable them to familiarise with the Companys procedures and practices.Periodic presentations are made at the meetings of Board and its Committees onCompanys performance. Detailed presentations on the Companys businesses andupdates on relevant statutory changes and important laws are also given in the meetings.
During the financial year 2018-19 familiarisation programme for directors was held togive an overview of and update on the amendments introduced by the Kotak Committee onListing Regulations and Gap Analysis and its impact on JPL key changes in Prohibition ofInsider Trading Regulations 2015 and the Companies (Amendment) Ordinance 2018. Thedetails of familiarisation program for Directors are posted on the Companys websitehttps://jplcorp.in (web link:
36. PARTICULARS OF EMPLOYEES REMUNERATION:
i) The information as per the provisions of Section 197(12) of the Companies Act 2013read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended is provided separately and forms part of the AnnualReport. Further the Report and Financial Statements are being sent to the membersexcluding the aforesaid annexure.
In terms of Section 136 of the Companies Act 2013 the same is open for inspection atthe Registered office of the Company. Members who are interested in obtaining suchparticulars 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 Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are set out in Annexure-V to the Boards Report.
37. DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy as adopted sets out the parameters and circumstancesthat will be taken into account by the Board in determining the distribution of
dividend to the shareholders as required under Regulation 43A of the ListingRegulations forms part of the Annual Report and is also placed on the Companyswebsite at https://jplcorp.in/new/pdf/dividenddistribution policy.pdf.
38. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
i) Conservation of Energy:
The operations of the Company are not energy intensive; steps are being continuallytaken to conserve energy in all possible ways. In past few years the Company hasundertaken several initiatives not only in the areas of energy efficiency across locationsto conserve energy but also towards optimum utilisation of all natural resources. Some ofthese initiatives include:
Replacement of conventional lighting with LED lighting across our locations.
Installation of star-rated energy efficient air conditioners.
Installation of energy meters for monitoring energy consumption of majorelectrical equipment.
Using printing equipment that runs on spray dampening technology which consumeshalf the water as compared to brush dampening technology.
Using Vio-Green Plate Technology (waterless chemistry) to save water.
Installation of rainwater harvesting structures at our locations.
Installation of ETP (Effluent Treatment Plant) for treating and reusing wastewater for non-potable uses like gardening cleaning in flush system etc.
ii) Technology Absorption:
Technology absorption is a continuing process. In the financial year 2016-17 weadopted a technology for scheduling of advertisements. It resulted in decreasing ofprocess time and has centralised and ensured better co-ordination among Editorial andProduction functions. This mode provides synergy in planning multiple locations anddifferent editions together by central team. The page taking time of hours was reduced tominutes. Reporting modules were made strong after the implementation of this technology.Chances of printing of wrong advertisements have been minimised. This has also helped usin distribution of advertisement materials all across publications seamlessly and moreeffectively. Further in the current year the Company has adopted a system based ad.Inventory optimisation which will bring efficiency in form of either increased ad revenuesor newsprint saving.
iii) Foreign Exchange Earnings and Outgo:
The details of earnings and outgo in foreign exchange are as under:
The Directors would like to express their sincere appreciation for the cooperation andassistance received from the
Authorities Readers Hawkers Advertisers Advertising Agencies Bankers CreditRating Agencies Depositories Stock Exchanges Registrar and Share Transfer AgentsAssociates Suppliers 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 thecommitment abilities contribution and hard work of all executives officers and staffwho enabled the Company to consistently deliver satisfactory and rewarding performance.Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company.