The Directors have the pleasure in presenting the 44thAnnual Report and Audited Financial Statements of Jagran Prakashan Limited("JPL" / "the Company") for the financial year ended on March 312020.
1. FINANCIAL RESULTS
The summarised standalone and consolidated financial results of theCompany along with appropriation to reserves for the financial year ended March 31 2020as compared to the previous year are as under:
(Rs in Lakhs)
|Particulars || |
| ||Year ended March 312020 ||Year ended March 312019 ||Year ended March 312020 ||Year ended March 312019 |
|Revenue from Operations ||209731.86 ||236265.18 ||177224.50 ||193987.64 |
|Other Income ||3225.00 ||4077.79 ||1762.83 ||2513.10 |
|Expenditure ||166469.61 ||182891.58 ||139733.38 ||153269.25 |
|Profit before Finance Costs Depreciation and Tax ||46487.25 ||57451.39 ||39253.95 ||43231.49 |
|Less: Finance Costs ||3334.08 ||2585.08 ||2057.32 ||1967.30 |
|Less: Depreciation and Amortisation Expenses ||14576.28 ||12791.95 ||8367.60 ||7476.89 |
|Profit before share of Net Profits of Associates and Tax ||28576.89 ||42074.36 ||28829.03 ||33787.30 |
|Add: Share of Net Profit of Associates accounted for using the equity method ||2.03 ||50.94 || || |
|Profit Before Taxes ||28578.92 ||42125.30 ||28829.03 ||33787.30 |
|Less: Tax Expense ||488.90 ||14702.28 ||2600.69 ||11796.10 |
|Profit for the Year (PAT) ||28090.02 ||27423.02 ||26228.34 ||21991.20 |
|Other Comprehensive Income (Net of Tax) ||(371.56) ||(180.58) ||(369.92) ||(152.65) |
|Total Comprehensive Income for the Year ||27718.46 ||27242.44 ||25858.42 ||21838.55 |
|Total Comprehensive Income attributable to: || || || || |
|Owners of the Company ||26963.64 ||25875.96 || || |
|Non-controlling interest ||754.82 ||1366.48 || || |
|Opening Balance of Retained Earnings ||140127.96 ||122103.36 ||109340.83 ||98455.94 |
|Net Profit for the Year ||28090.02 ||27423.02 ||26228.34 ||21991.20 |
|Re-measurements of post-Employment Benefit Obligation net of Tax ||(276.01) ||(96.68) ||(299.69) ||(86.11) |
|Share of Non-controlling interest in the Profit for the year ||(754.82) ||(1366.48) || || |
|Change in share of Non- controlling interest after buyback ||- ||3334.94 || || |
|Appropriations: || || || || |
|Dividend ||(10374.41) ||(8892.35) ||(10374.41) ||(8892.35) |
|Dividend Distribution Tax ||(2132.50) ||(1827.85) ||(2132.50) ||(1827.85) |
|Buyback of equity shares of the Company from retained earnings ||(6724.05)* || |
|(6724.05) || |
|Tax on buyback of equity shares of the Company ||(83.82) ||- ||(83.82) ||- |
|Transfer to/(from) Debenture Redemption Reserve ||(371.53) ||(250.00) ||- ||- |
|Transfer to/(from) Capital Redemption Reserve ||(304.24) ||(300.00) ||(304.24) ||(300.00) |
|Closing Balance of Retained Earnings ||147196.60 ||140127.96 ||115650.46 ||109340.83 |
|Earnings Per Share (EPS) || || || || |
|Basic ||9.32 ||8.65 ||8.94 ||7.30 |
|Diluted ||9.32 ||8.65 ||8.94 ||7.30 |
*Approx. Rs 3067.10 Lakhs were utilised from the general reserve forthe Buyback.
2. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
The turnover of the Company was Rs 209731.86 Lakhs for the year endedMarch 31 2020 as compared to Rs 236265.18 Lakhs in the previous year. The Company'sprofit for the year ended March 31 2020 was Rs 28090.02 Lakhs as compared to Rs27423.02 Lakhs in the previous year.
The turnover ofthe Company was Rs 177224.50 Lakhs for the year endedMarch 31 2020 as compared to Rs 193987.64 Lakhs in the previous year. The Company'sprofit for the year ended March 31 2020 was Rs 26228.34 Lakhs as compared to Rs21991.20 Lakhs in the previous year.
For a detailed analysis of the financial performance refer to theReport on Management Discussion and Analysis forming part of this Report.
3. BUYBACK OF FULLY PAID-UP EQUITY SHARES OF THE COMPANY
During the financial year the Company completed its third consecutivebuyback of equity shares of the Company in last three (3) financial years.
Pursuant to the receipt of approval of Board of Directors videresolution dated December 09 2019 and in accordance with the applicable provisions of theSecurities and Exchange Board of India (Buyback of Securities) Regulations 2018 theCompany bought back its equity shares from the open market through stock exchangemechanism i.e. using the electronic trading facilities of the stock exchanges where theEquity Shares of the Company are listed i.e. National Stock Exchange of India Limited("NSE") and BSE Limited ("BSE").
The Buyback was undertaken by the Company to return surplus funds tothe shareholders and help optimise returns to shareholders. The Buyback opened on December16 2019 and closed on February 24 2020. The Company bought back 15211829 fully paid-upequity shares of face value of Rs 2/- each (representing 5.13% of the total number ofoutstanding equity shares of the Company) through open market through stock exchangemechanism at an average price of Rs 66.37/- per equity share. The amount utilised was Rs10095 Lakhs excluding incidental expenses.
The Company has duly extinguished the bought-back 15211829 equityshares of Rs 2/- each. Accordingly the issued subscribed and paid-up share capital ofthe Company was reduced from Rs 5928.24 Lakhs comprising 296411829 equity shares of Rs2/- each to Rs 5624.00 Lakhs comprising 281200000 equity shares of Rs 2/- each.
During the financial year the Company incurred a payout of approx. Rs10095 Lakhs pursuant to the buyback as discussed above and also made payment of dividendof approx. Rs 12507 Lakhs (inclusive of dividend distribution tax of approx. Rs 2132.50Lakhs) as approved by the shareholders of the Company at the annual general meeting heldon September 27 2019 for the financial year 2018-19 the total payout constitutingapprox. 78% of the Profit before Tax for this financial year.
I n view of the above and impact of COVID-19 pandemic the Board doesnot recommend any dividend on the equity shares of the Company to conserve financialresources.
The Company has not accepted any deposit from public / shareholders inaccordance with Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposits) Rules 2014 and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.
6. CREDIT RATING
Details of credit rating assigned by CRISIL are given below and arealso uploaded on the Company's website at https://jplcorp.in/new/Reports.aspx?CID=29
|Facility ||Rated Amount in Rs Crores ||Rating |
|Cash credit* ||175 ||CRISIL AA+/ Stable |
|Letter of Credit* ||110 ||CRISIL A1+/Stable |
|Commercial Paper ||70 ||CRISIL A1 + |
|Non-Convertible Debentures ||300 ||CRISIL AA+/Stable |
*total bank loan facility rated.
7. ISSUE OF NON-CONVERTIBLE DEBENTURES
Subsequent to year end the Company has issued 2500 rated securedsenior listed redeemable non-convertible debentures ("NCDs") of face value ofRs 1000000 (Rupees Ten Lakhs) each aggregating to Rs 25000 Lakhs through two differentissues on a private placement basis. The first issue opened and closed on April 21 2020.The date of allotment of NCDs was April 21 2020. The second issue opened and closed onApril 24 2020 and the NCDs were allotted on April 27 2020. Details of the NCDs are asunder:
|Sr. Security No. ||No. of Debentures ||Face Value in ' ||Redemption ||Coupon Rate ||Listed on ||Amount in ' Crores |
|1. 8.35% JPL 2023 ||1000 ||1000000 ||3 years bullet ||8.35% p.a. ||BSE ||100 |
|2. 8.45% JPL ||1500 ||1000000 ||50% at the end of 3rd year ||8.45% p.a. ||NSE ||150 |
|2024 || || ||(Rs 75 Crores) & 50% at the end of 4th year (Rs 75 Crores). || || || |
|Total ||2500 || || || || ||250 |
These NCDs were raised to create liquidity buffer for contingencyarising out of COVID-19 pandemic.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Retirement by Rotation
In accordance with the provisions of the Act and Articles ofAssociation of the Company Mr. Amit Dixit (DIN: 01798942) and Mr. Devendra Mohan Gupta(DIN: 00226837) are the Directors liable to retire by rotation in the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.
ii) Changes in Directors / Key Managerial Personnel during the year
a. The Members at the Annual General Meeting held on September 272019 approved the appointment of Mr. Shailendra Swarup (DIN: 00167799) as an IndependentDirector of the Company for a period of five (5) years with effect from September 272019.
b. Ms. Anita Nayyar (DIN: 03317861) and Mr. Rajendra Kumar Jhunjhunwala(DIN: 00073943) ceased to be Directors of the Company w.e.f. September 27 2019 due tocompletion of their term as Independent Directors of the Company. The Board has placed onrecord its appreciation for the valuable contribution made by them as Directors of theCompany.
c. Based on the recommendation of the Nomination and RemunerationCommittee the Board at its Meeting held on November 13 2019 appointed Ms. Divya Karani(DIN: 01829747) as an Additional Woman Independent Director of the Company for a period offive (5) years with effect from November 13 2019 subject to approval by the Members atthe ensuing Annual General Meeting as per provisions of Section 161 of the Act.
iii) Re-appointment of Independent Director whose term of office isexpiring at the ensuing Annual General Meeting
Mr. Vikram Sakhuja (DIN: 00398420) Independent Director of theCompany was appointed at the Annual General Meeting held on September 23 2016 for a termof five (5) years in line with the provisions of the Act including the Rules madethereunder and the erstwhile Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations"). Beingeligible the Board recommends to the shareholders the re-appointment of Mr. VikramSakhuja.
Brief profiles and other requisite details as stipulated under ListingRegulations and the Secretarial Standard-2 on General Meetings ("SecretarialStandard-2") of the Directors proposed to be appointed / re-appointed / regularisedat the ensuing Annual General Meeting are annexed to the Notice convening the AnnualGeneral Meeting.
9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Every Independent Director at the first meeting of the Board afterappointment and thereafter at the first meeting of the Board in every financial year orwhenever there is any change in the circumstances which may affect his status as anIndependent Director is required to provide a declaration that he / she meets thecriteria of independence
as provided in Section 149(6) of the Act and Regulations 16(1)(b) and25 of the Listing Regulations.
In accordance with the above each Independent Director has given awritten declaration to the Company confirming that he / she meets the criteria ofindependence under Section 149(6) of the Act and Regulations 16(1)(b) and 25 of theListing Regulations and that they have complied with the Code of Conduct as specified inSchedule IV to the Act.
In the opinion of the Board all the Independent Directors fulfill thecriteria of independence as provided under the Act Rules made thereunder read with theListing Regulations are independent of the management and possess requisitequalifications experience and expertise and hold highest standards of integrity.Disclosure regarding the skills/expertise/competence possessed by the Directors is givenin detail in the Report on Corporate Governance forming part of the Annual Report.
The Company has taken requisite steps for inclusion of the names of allIndependent Directors in the databank maintained with the Indian Institute of CorporateAffairs ("IICA"). Accordingly the Independent Directors of the Company haveregistered themselves with the IICA for the said purpose. In terms of Section 150 of theAct read with Rule 6(4) of the Companies (Appointment & Qualification of Directors)Rules 2014 the Independent Directors are required to undertake online proficiencyself-assessment test conducted by the IICA within a period of one (1) year from the dateof inclusion of their names in the databank. The Independent Directors to whom theprovisions of proficiency test are applicable will take the said online proficiencyself-assessment test in due course.
10. ANNUAL EVALUATION OF THE BOARD OF ITS OWN PERFORMANCE ITSCOMMITTEES AND INDIVIDUAL DIRECTORS (INCLUDING CHAIRMAN OF THE COMPANY)
Pursuant to the provisions of the Act and the Listing Regulationsannual performance evaluation is to be done for the Board its Committees the Chairmanand Individual Directors. To ensure an effective evaluation process the Nomination andRemuneration Committee of the Board of Directors ("NRC") has put in placeevaluation framework for conducting the performance evaluation exercise. During thefinancial year 2019-20 the NRC for further improving the evaluation process madecertain amendments in criteria of evaluation for improvement.
Performance evaluation of the Board was done on key attributes such ascomposition administration corporate governance independence from Management and reviewof performance. Parameters for evaluation of Directors included constructive participationin Meetings and engagement with colleagues on the Board. Similarly Committees wereevaluated on parameters such as adherence to the terms of mandate deliberations on keyissues and reporting to the Board. The Chairman of the Company was evaluated on leadershipand overall effectiveness in managing affairs of the Company ensuring CorporateGovernance and carrying out duties as entrusted by the Board. Responses submitted by BoardMembers were collated and analyzed and improvement
opportunities emanating were noted by the Board to optimise its overalleffectiveness.
The evaluation process was anchored by an independent professionalagency of international repute to ensure independence confidentiality and neutrality. Areport on the evaluation process and the results of the evaluation were presented by theagency to the Board.
11. COMMITTEES OF THE BOARD
The Company has in place an Audit Committee ("AC")Nomination and Remuneration Committee ("NRC") Stakeholders RelationshipCommittee ("SRC") Corporate Social Responsibility Committee ("CSR")and Risk Management Committee ("RMC") which have been established in compliancewith the requirements of the relevant provisions of applicable laws and statutes.
The details with respect to the composition powers roles terms ofreference policies etc. of different Committees are given in detail in the Report onCorporate Governance forming part of the Annual Report.
12. NOMINATION AND REMUNERATION POLICY
In accordance with Section 134(3) of the Act the Nomination andRemuneration Policy of the Company as updated is attached hereto as Annexure-I to theBoard's Report and is also uploaded on the Company's website athttps://jplcorp.in/new/pdf/NRC_Policy_Final.pdf
13. MEETINGS OF THE BOARD
Six (6) meetings of the Board of Directors were held during the year.Further details are given in the Report on Corporate Governance forming part of the AnnualReport.
14. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES AND CONSOLIDATEDFINANCIAL STATEMENTS
In accordance with the Ind-AS 110 on Consolidated Financial Statementsread with the Ind-AS 28 on Accounting for Investments in Associates notified under Section133 read with Section 129(3) of the Act the Audited Consolidated Financial Statements areprovided in the Annual Report.
The financial statements of the following Subsidiaries have beenconsolidated into the financial statements of the Company:
i) Midday Infomedia Limited ("MIL")
ii) Music Broadcast Limited ("MBL")
In addition share in Profit / Loss of the following Associates hasbeen accounted for in the financial statements of the Company:
i) Leet OOH Media Private Limited
ii) X-Pert Publicity Private Limited
iii) MMI Online Limited
The Company has no joint ventures.
During the year the Company has purchased 1135980 equity shares ofRs 2/- each of MBL from time to time at an average rate of Rs 33.98/-. Pursuant to thepurchase of shares the shareholding of the Company in MBL has increased from 72.81% as onMarch 31 2019 to 73.21% as on March 31 2020.
In March 2020 MBL completed a bonus issue in the proportion of 1:4i.e. 1 (One) bonus equity share of Rs 2/- each for every 4 (Four) fully paid-up equityshares held by the members of MBL as on record date of March 13 2020. The Company wasallotted 50595572 bonus equity share of Rs 2/- each by MBL.
In accordance with Regulation 16(1)(c) of the Listing Regulations MBLhas been identified 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 dateof the Report the Company has not acquired or formed any new subsidiary associate orjoint venture.
The Policy for Determining Material Subsidiaries as approved by theBoard is uploaded on the Company's website athttps://jplcorp.in/new/pdf/POLICY_FOR_DETERMINING_
15. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES AND ASSOCIATES
The financial performance of the subsidiaries and associates arediscussed in the Report on Management Discussion & Analysis. Pursuant to theprovisions of Sections 129 133 134 and 136 of the Act read with Rules framed thereunderthe Company has prepared Consolidated Financial Statements of the Company and itssubsidiaries and a separate statement containing the salient features of financialstatement of subsidiaries and associates in Form AOC-1 forms part of the Annual Report.
I n accordance with Section 136 of the Act the Annual Accounts of theSubsidiaries are available on the Company's website and also open for inspection byany Member at the Company's Registered Office. The Company will make available thesedocuments and the related detailed information upon request by any Member of the Companyor any Member of its Subsidiary who may be interested in obtaining the same.
16. ACQUISITION BY MUSIC BROADCAST LIMITED SUBSIDIARY OF THE COMPANY
i) The Board of Directors of MBL at its meeting held on May 27 2019subject to entering into definitive binding agreements approved the proposed investmentin Reliance Broadcast Network Limited ("RBNL") by way of a preferentialallotment for a 24% equity stake for a consideration of Rs 202 Crores. Further on receiptof all regulatory approvals the Board of Directors of MBL also approved the proposedacquisition of the entire stake held by the promoters of RBNL basis an enterprise value of'1050 Crores after making adjustment for variation if any on the basis of auditedaccounts for the year ended March 31 2019.
MBL's Radio City and RBNL's BIG FM have complementaryofferings with limited overlap. The combined network will have 79 Stations making it thelargest radio network in India.
As per the definitive binding agreements long stop date for closing oftransaction has since expired and the approval of Ministry of Information and Broadcasting("MIB") has also not yet been received. MBL and RBNL may mutually discuss anddecide course of action once approval of MIB is received. MBL has not acquired any stakein the equity share capital of RBNL as on the date of this Report.
ii) The Board of Directors of MBL at its meeting held on April 23 2018approved the acquisition of Radio Business Undertaking of Ananda Offset Private Limited(AOPL) engaged in Radio Broadcasting Business under the brand name "Friends 91.9FM" in Kolkata through a slump sale subject to receipt of approval from theMinistry of Information and Broadcasting ("MIB").
On May 24 2019 MBL and AOPL mutually agreed to terminate the BTA inview of uncertainty in receipt of regulatory approval from MIB.
17. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION
The Board reports that no material changes and commitments affectingthe financial position of the Company have occurred between the end of the financial yearending March 31 2020 and the date of this Report other than continuing impact ofpandemic COVID-19. For further details on the impact of COVID-19 please refer to theReport on Management Discussion and Analysis and Note No. 2 to the standalone andconsolidated financial statements respectively.
18. RELATED PARTY CONTRACTS / ARRANGEMENTS
All related party transactions that were entered into during thefinancial year were in the ordinary course of business of the Company and on arm'slength basis. There were no materially significant related party transactions entered intoduring the year by the Company with its Promoters Directors Key Managerial Personnel orother related parties which could have a potential conflict with the interest of theCompany.
All related party transactions are placed before the Audit Committeefor approval wherever applicable. Prior omnibus approval is obtained for the transactionswhich are foreseen or are recurring in nature. A statement of all related partytransactions is presented before the Audit Committee on a quarterly basis specifying therelevant details of the transactions. The policy on dealing with related partytransactions is placed on the Company's website athttps://jplcorp.in/new/pdf/RPT_policy.pdf.
Since all related party transactions entered into by the Company werein the ordinary course of business and on an arm's length basis Form AOC-2 asprescribed pursuant to Section 134 read with Rule 8(2) of the Companies (Accounts) Rules2014 is not applicable to the Company.
The details of the transactions with related parties are provided inNote Nos. 31 and 32 to the standalone and consolidated financial statements respectively.
19.INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls withreference to the financial statements. During the year such controls were tested by themanagement as well as auditors and no reportable material weakness in the processes oroperations was observed.
20. INTERNAL AUDITOR
M/s. Ernst & Young LLP are the Internal Auditors of the Company.The terms of reference and scope of work of the Internal Auditors are as approved by theAudit Committee. The Internal Auditors monitor and evaluate the efficiency and adequacy ofinternal control system in the Company including Information Technology. Significantaudit observations and recommendations along with plan of corrective actions are presentedto the Audit Committee.
21. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER SECTION186 OF THE ACT
The details of Loans Guarantees and Investments within the meaning ofSection 186 of the Act are provided in Note Nos. 30 and 31 to the standalone andconsolidated financial statements respectively.
22. LEGAL FRAMEWORK AND REPORTING STRUCTURE
In consultation with a professional agency of international repute theCompany has set up a compliance tool for monitoring and strengthening compliance of thelaws applicable to JPL which is updated regularly for amendments / modifications inapplicable laws from time to time. This has strengthened the compliance at all levels inthe Company under supervision of the Compliance Officer who has been entrusted with theresponsibility to oversee its functioning.
23. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS
In consultation with a professional agency of international repute theCompany has in place a Risk Management Policy and has also identified the key risks to thebusiness and its existence. There is no risk identified that threatens the existence ofthe Company. For major risks please refer to the section titled Risks andConcerns' in the Report on Management Discussion and Analysis forming part of theAnnual Report. The Risk Management Policy is uploaded on the Company's website at
24. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
As a responsible corporate citizen your Company supports a charitabletrust Shri Puran Chandra Gupta Smarak Trust ("the Trust") to discharge itssocial responsibilities. 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. The Trustunder its aegis has also been imparting primary secondary higher and professionaleducation to about 12000 students through schools and colleges at
Kanpur Noida Lucknow Varanasi Dehradun and smaller towns likeKannauj and Basti. The Company has also been assisting trusts and societies dedicated tothe cause of promoting education culture healthcare sanitation etc.
Through its newspapers the Company works on awakening the readers onsocial values and at the core of its editorial philosophy are 7 principles (called SaatSarokaar) viz. Poverty Eradication Healthy Society Educated Society Women EmpowermentEnvironment Conservation Water Conservation and Population Management. Beyond thecontent we also leverage our massive reach to organise initiatives that are in spirit ofthese seven principles and have the potential to mobilise citizens and generateground-level impact. Some of the initiatives undertaken in 2019-20 are detailed inBusiness Responsibility Report forming part of the Annual Report.
As a socially responsible corporate citizen JPL has been persistentlyexploring novel opportunities and possibilities in the form of sustainable programs orprojects for its CSR activities in order to create larger social impact and positivechanges in the lives of community keeping in line with the Saat Sarokar. For thefinancial year 2019-20 the Company contributed an amount of Rs 250 Lakhs through JagranPehel - a Division of Shri Puran Chandra Gupta Smarak Trust as CSR expenditure towardspromotion of organic farming in rural areas out of the statutory obligation of Rs 793Lakhs. The Company chose to spend its CSR funds in a new area of CSR in order to bring apositive change in the livelihood of farmers and help improve health and nutritionalstatus of communities.
The Company has been supporting promotion of education through theTrust and has been making regular contribution towards the cause. However the expenditurefor the financial year 2019-20 was deferred by the Trust and it did not require funds tomeet its requirement. The Company did not make any other CSR contribution due to limitedavailability of the sustainable programs or projects which meet the vision of the Company.
The Company has adopted the CSR policy keeping into account Section 135of the Act read with the Rules made thereunder and Schedule VII to the Act. The salientfeatures of Company's CSR policy and its details of expenditure on CSR activitiesduring the financial year 2019-20 as required under the Act read with Rule 8 of Companies(Corporate Social Responsibility Policy) Rules 2014 are given in Annexure-II. The CSRPolicy is also uploaded on the Company's website at
25. ESTABLISHMENT OF VIGIL / WHISTLE-BLOWER MECHANISM
The Company promotes ethical behavior in all its business activitiesand in line with the best practices for corporate governance. It has established a systemthrough which directors & employees may report breach of code of conduct includingcode of conduct for insider trading unethical business practices illegality fraudcorruption leak of unpublished price sensitive information pertaining to the Company etc.at work place without fear of reprisal. It
also provides adequate safeguards against victimisation of employees.The Company has established a vigil / whistleblower mechanism for the directors andemployees. The functioning of the vigil / whistle-blower mechanism is reviewed by theAudit Committee from time to time. None of the employees / directors has been deniedaccess to the Audit Committee. The details of the Vigil Mechanism / Whistle Blower Policyare given in the Report on Corporate Governance and the entire Policy is also available onthe Company's website at https://jplcorp.in/new/pdf/JPL_Vigil_Mechanism_Whistle-
During the financial year 2019-20 there was no complaint received bythe Company.
26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with the Rules made thereunderthe Company has in place a Prevention of Sexual Harassment (POSH) Policy. Periodicalcommunication of this Policy is done through programs to the employees. The Company hasconstituted the Internal Complaints Committee in accordance with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 which is responsiblefor redressal of Complaints related to sexual harassment. No complaint on sexualharassment was received during the year under review.
27. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section (3) of Section 92 of the Act read with Rule 12of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn as at March 31 2020 in Form MGT-9 is set out in Annexure-III to the Board'sReport.
The said return is also available on the website of the Company at thelink
28. AUDITORS & AUDITORS' REPORT
i) Statutory Auditors & Audit Report
Pursuant to provisions of Section 139 of the Act and Rules madethereunder Deloitte Haskins & Sells Chartered Accountants Kolkata (FRN 302009E)being eligible were appointed as Statutory Auditors of the Company for a term of five (5)years to hold office from the conclusion of the 41st Annual General Meeting ofthe Company held on September 28 2017 till the conclusion of the 46th AnnualGeneral Meeting to be held in the year 2022.
There is no qualification reservation or adverse remark or disclaimermade in the Auditor's Report needing explanations or comments by the Board. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee in theyear under review.
ii) Secretarial Audit & Secretarial Audit Report
Pursuant to Section 204 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel)
Rules 2014 the Company has appointed Adesh Tandon & AssociatesPracticing Company Secretaries to conduct Secretarial Audit for the financial year2019-20. The Secretarial Audit Report in Form No. MR-3 for the financial year March 312020 is set out in Annexure-IV to the Board's Report. In accordance with SEBICircular no. CIR/CFD/CMD1/27/2019 dated February 08 2019 the Company has obtained fromthe Secretarial Auditors of the Company an Annual Secretarial Compliance Report.
The observations as contained in the Secretarial Audit Report areself-explanatory and need no further clarifications.
29. INVESTOR EDUCATION AND PROTECTION FUND
The details of amount and shares transferred to Investor Education andProtection Fund ("IEPF") are given in the Report on Corporate Governanceforming part of the Annual Report.
30. OTHER DISCLOSURES
Following other disclosures are made:
i) No shares (including sweat equity shares and ESOP) were issued tothe employees of the Company under any scheme.
ii) No orders were passed by any of the regulators or courts ortribunals impacting the going concern status and Company's 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 ofBoard and team of Senior Management Personnel. The Code lays down in detail thestandards of business conduct ethics and governance.
v) Maintenance of cost records as specified by the Central Governmentunder Section 148(1) of the Act is not applicable to the Company.
31. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the requirements of Sections 134(3)(c) and 134(5) ofthe Act the Directors hereby confirm that:
i) In the preparation of the annual accounts the applicable accountingstandards had been followed and there were no material departure from the same;
ii) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company and of the profit andloss of the Company at the end of the financial year;
iii) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the Directors had prepared the annual accounts on a going concernbasis;
v) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls were adequate and wereoperating effectively; and
vi) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.
32. COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review the Company has complied withthe applicable Secretarial Standard-1 (Secretarial Standard on Meetings of the Board ofDirectors) Secretarial Standard-2 (Secretarial Standard on General Meetings) SecretarialStandard-3 (Secretarial Standard on Dividend) and has also voluntarily complied withSecretarial Standard-4 (Secretarial Standard on Report of the Board of Directors) to theextent applicable issued by the Institute of Company Secretaries of India.
33. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE CERTIFICATE
A Report on Corporate Governance as stipulated under Regulations 17 to27 and Para C D and E of Schedule V of the Listing Regulations as amended from time totime is set out separately and forms part of this Report. The Company has been incompliance with all the norms of Corporate Governance as stipulated in Regulations 17 to27 and Clauses (b) to (i) of Regulation 46(2) and Para C D and E of Schedule V of theListing Regulations as amended from time to time.
The requisite Certificate from the Secretarial Auditors of the CompanyAdesh Tandon & Associates Practicing Company Secretaries confirming compliance withthe conditions of Corporate Governance as stipulated under the Listing Regulations formspart of this Report.
34. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report ("BRR") of the Company forthe year under review describing initiatives taken by the Company from an environmentalsocial and governance perspectives as required under Regulation 34(2)(f) of the ListingRegulations is set out separately and forms part of the Annual Report.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Report on Management Discussion and Analysis for the year under reviewas required under Regulation 34(2)(e) of the Listing Regulations is set out separately andforms part of this Report.
36. FAMILIARIZATION PROGRAMME FOR DIRECTORS
Upon appointment of a new Independent Director the Company issues aformal Letter of Appointment which sets out in detail inter-alia the terms andconditions of appointment their duties responsibilities and expected time commitments.The terms and conditions of their appointment are disclosed on the Company's website.
The Board members are provided with the necessary documentspresentation reports and policies to enable them to familiarize with the Company'sprocedures and practices. Periodic presentations are made at the meetings of Board and itsCommittees on Company's performance. Detailed presentations on the Company'sbusinesses and updates on relevant statutory changes and important laws are also given inthe meetings.
During the financial year 2019-20 familiarization program forDirectors was held in January 30 2020 to give an overview of and update on the rolesfunctions and duties of Independent Directors important legislative changes in the Actand Listing Regulations and corporate governance and risk management. The details offamiliarization program for Directors are posted on the Company's website athttps://jplcorp.in/new/Reports.aspx?CID=26).
37. PARTICULARS OF EMPLOYEES REMUNERATION
i) The information as per the provisions of Section 197(12) of the Actread 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 Act 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 medianemployee(s) remuneration and other details in terms of Section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are set out in Annexure-V to the Board's Report.
38. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy as adopted sets out the basis fordetermining the distribution of dividend to the shareholders as required under Regulation43A of the Listing Regulations. It forms part of the Annual Report and is also placed onthe Company's website at
39. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO
i) Conservation of Energy
The operations of the Company are not energy intensive. However everyeffort is taken to conserve energy in all possible ways. In past few years the Companyhas undertaken several initiatives not only in the areas of energy efficiency acrosslocations to conserve energy but also in the area of pollution control.
ii) Technology Absorption
Technology absorption is a continuing process. Besides stabilising theinitiatives taken in past few years the Company moved to adopt mobile applications forfiling stories by the reporters from the field itself to enable us to capture the newstill very last and for various approvals needed in workflow.
iii) Foreign Exchange Earnings and Outgo
The details of earnings and outgo in foreign exchange are as under:
| || ||(Rs in Lakhs) |
| ||Year ended March 312020 ||Year ended March 312019 |
|Foreign exchange earned ||1959.64 ||NIL |
|Foreign exchange outgo || || |
|i. Import of Raw Materials ||27353.13 ||24825.02 |
|ii. Import of stores and spares ||2.81 ||138.41 |
|iii. Import of Capital goods ||327.96 ||553.52 |
|iv. Travelling Expenses ||19.82 ||40.71 |
|v. Other Expenses ||413.09 ||99.50 |
The Directors would like to express their sincere appreciation for thecooperation and assistance received from the Authorities Readers Hawkers AdvertisersAdvertising Agencies Bankers Credit Rating Agencies Depositories Stock ExchangesRegistrar and Share Transfer Agents Associates Suppliers as well as our Shareholders atlarge during the year under review.
The Directors also wish to place on record their deep sense ofappreciation for the commitment abilities contribution and hard work of all executivesofficers and staff who enabled the Company to consistently deliver satisfactory andrewarding performance. Their dedicated efforts and enthusiasm have been pivotal to thegrowth of the Company discharging the onerous responsibility of dissemination ofinformation and content to the readers without disruption despite outbreak of CoVID-19for which they deserve to be greeted wholeheartedly.
| ||For and on behalf of the Board |
|Place : Kanpur ||Mahendra Mohan Gupta |
|Date : May 29 2020 ||Chairman and Managing Director |