The Directors have the pleasure in presenting the 45thAnnual Report and Audited Financial Statements of Jagran Prakashan Limited("JPL" / "the Company") for the financial year ended on March 312021.
1. FINANCIAL RESULTS
The summarised standalone and consolidated financial results of theCompany along with appropriation to reserves for the financial year ended March 31 2021as compared to the previous year are as under:
(Rs. in Lakhs)
| ||Consolidated ||Standalone |
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Revenue from Operations ||128918.26 ||209731.86 ||113336.70 ||177224.50 |
|Other Income ||5202.21 ||3225.00 ||3739.23 ||1762.83 |
|Expenditure ||106144.59 ||166469.61 ||87903.80 ||139733.38 |
|Profit before Finance Costs Depreciation and Tax ||27975.88 ||46487.25 ||29172.13 ||39253.95 |
|Less: Finance Costs ||3359.52 ||3334.08 ||2833.48 ||2057.32 |
|Less: Depreciation and Amortisation Expenses ||12858.93 ||14576.28 ||6856.79 ||8367.60 |
|Profit before Exceptional Item and share of Net Profits of Associates and Tax ||11757.43 ||28576.89 ||19481.86 ||28829.03 |
|Less: Exceptional Items ||1062.15 ||- ||1062.15 ||- |
|Add: Share of Net Profit of Associates accounted for using the equity method ||21.71 ||2.03 || || |
|Profit Before Taxes ||10716.99 ||28578.92 ||18419.71 ||28829.03 |
|Less: Tax Expense ||2885.62 ||488.90 ||4866.37 ||2600.69 |
|Profit for the Year (PAT) ||7831.37 ||28090.02 ||13553.34 ||26228.34 |
|Other Comprehensive Income (Net of Tax) ||640.91 ||(371.56) ||392.53 ||(369.92) |
|Total Comprehensive Income for the Year ||8472.28 ||27718.46 ||13945.87 ||25858.42 |
|Total Comprehensive Income attributable to: || || || || |
|Owners of the Company ||9470.13 ||26963.64 || || |
|Non-controlling interest ||(997.85) ||754.82 || || |
|Opening Balance of Retained Earnings ||147196.60 ||140127.96 ||115650.46 ||109340.83 |
|Net Profit for the Year ||7831.37 ||28090.02 ||13553.34 ||26228.34 |
|Re-measurements of post-Employment Benefit Obligation net of Tax ||640.91 ||(276.01) ||392.53 ||(299.69) |
|Share of Non-controlling interest in the Profit for the year ||997.85 ||(754.82) || || |
|Change in share of Non- controlling interest after buyback ||- ||- || || |
|Appropriations: || || || || |
|Dividend ||- ||(10374.41) ||- ||(10374.41) |
|Dividend Distribution Tax ||- ||(2132.50) ||- ||(2132.50) |
|Buyback of equity shares of the Company from retained earnings ||(1728.07) ||(6724.05) ||(1728.07) ||(6724.05) |
|Tax on buyback of equity shares of the Company ||- ||(83.82) ||- ||(83.82) |
|Transfer to/(from) Debenture Redemption Reserve ||- ||(371.53) ||- ||- |
|Transfer to/(from) Capital Redemption Reserve ||(60.38) ||(304.24) ||(60.38) ||(304.24) |
|Closing Balance of Retained Earnings ||154878.29 ||147196.60 ||127807.88 ||115650.46 |
|Earnings Per Share (EPS) || || || || |
|Basic ||3.16 ||9.32 ||4.82 ||8.94 |
|Diluted ||3.16 ||9.32 ||4.82 ||8.94 |
2. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
The financial year 2020-21 was an extremely challenging year for theIndian economy and more so for the Media and Entertainment Industry which is largelydependent on discretionary spend. The country witnessed nationwide lockdown due toCOVID-19 pandemic which was a lethal blow to the entire economy. ConsequentlyCompany's outdoor and event management businesses were the hardest hit. After gradualunlocking print business has come out of the crisis much stronger on the strength of itsability to provide original and credible content despite impediments such as rumour-basedrestrictions on distribution of newspaper.
Group's Radio business too was hit hard. Unlike print it also didnot have the benefit of proportionate saving in cost with drop in volumes as it largelyhas a fixed cost structure. However gradual unlocking did rescue and Radio Business hascome out of the crisis much faster again on the strength of its ability to providecredible content to its listeners.
The Company has pro-actively worked towards prevention and containmentof COVID-19 pandemic. The entire endeavour was to protect its employees hawkers readersdistributors vendors and customers through issuance of comprehensive COVID-19 guidelines(sanitation commuting hygiene) regular sanitisation of workplace work from homefacility adherence to Government advisory etc.
Due to the severity of the unprecedented disruption in the overalleconomic activities and the resulting in uncertainty the financial results of financialyear 2020-21 are not really comparable with the results of the previous financial years ona normal basis.
The turnover of the Company was Rs. 128918.26 Lakhs for theyear ended March 31 2021 as compared to Rs. 209731.86 Lakhs in the previous year. TheCompany's profit for the year ended March 31 2021 was Rs. 7831.37 Lakhs ascompared to Rs. 28089.02 Lakhs in the previous year.
The turnover of the Company was Rs. 113336.70 Lakhs for theyear ended March 31 2021 as compared to Rs. 177224.50 Lakhs in the previous year. TheCompany's profit for the year ended March 31 2021 was Rs. 13553.34 Lakhs ascompared to Rs. 26228.34 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
In March 2021 the Company commenced its fourth consecutive buyback ofequity shares in last four (4) financial years.
In accordance with the applicable provisions of the Securities andExchange Board of India (Buy-Back of Securities) Regulations 2018 the Board at itsMeeting held on March 02 2021 approved the buyback of the Company's fully paid-upequity shares of face value of Rs. 2 each (the "Equity Shares") for anaggregate amount not exceeding Rs. 118 Crores excluding Transaction Costs and at a pricenot exceeding Rs. 60 per Equity Share payable in cash from its shareholders /beneficial owners (other than those who are promoters members of the promoter group orpersons in control) from the open market through stock exchange mechanism i.e. using theelectronic trading facilities of the stock exchanges where the Equity Shares of theCompany are listed i.e. National Stock Exchange of India Limited and BSE Limited. Buybackof equity shares from the open market commenced on March 08 2021 and is still inprogress.
As on March 31 2021 Company has bought back and extinguished3018955 fully paid-up equity shares of face value of Rs. 2/- each (representing1.07% of the total number of outstanding equity shares of the Company). Accordingly theissued subscribed and paid-up share capital of the Company was reduced from Rs. 5624.00Lakhs comprising 28120000 equity shares of Rs. 2/- each as on March 31 2020 to Rs.5563.62 Lakhs comprising 278181045 equity shares of Rs. 2/- each as onMarch 31 2021. Pursuant to the buyback Company may incur a total payout of up to Rs. 11800Lakhs (not including Transaction Costs).
As on the date of this Report the Company has successfully bought backand extinguished 17420000 fully paid- up equity shares of face value of Rs. 2/- each(representing ~6.20% of the total number of outstanding equity shares of the Company as onMarch 31 2020).
In view of the outflow on the ongoing Buyback of shares theuncertainties in the economy due to the second wave of COVID-19 and in order to conservethe financial resources the Board does not recommend payment of dividend on the equityshares of the Company for FY 2020-21.
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. NON-CONVERTIBLE DEBENTURES
During the financial year 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 Lakhsthrough two different issues on a private placement basis:
1. The first issue opened and closed on April 21 2020. The date ofallotment of NCDs was April 21 2020. As on March 31 2021 proceeds amounting to Rs. 6000Lakhs were utilised towards working capital requirement and the balance Rs. 4000 Lakhswas parked in fixed deposits.
2. The second issue opened and closed on April 24 2020 and the NCDswere allotted on April 27 2020. The entire proceeds were utilised for working capitalrequirements.
Details of the NCDs are as under:
|Sr. Security No. ||No. of Debentures ||Face Value in ' ||Redemption ||Coupon Rate ||Listed on ||Amount in Rs. Crores |
|1. 8.35% JPL 2023 ||1000 ||1000000 ||3 years bullet ||8.35% p.a. ||BSE ||100 |
|2. 8.45% JPL 2024 ||1500 ||1000000 ||50% at the end of 3rd year (Rs. 75 Crores) & 50% at the end of 4th year (Rs. 75 Crores). ||8.45% p.a. ||NSE ||150 |
|Total ||2500 || || || || ||250 |
These NCDs were raised to create liquidity buffer for contingencyarising out of COVID-19 pandemic. The annual interest on the NCDs as due on April 22 2021and April 27 2021 respectively was paid on time to the eligible debenture holders.
In accordance with the Information Memorandum and Debenture TruestDeed the Company has also created sufficient security on the assets of the Company withregards to the NCDs.
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. Dhirendra Mohan Gupta (DIN: 01057827) and Mr. ShailendraMohan Gupta (DIN: 00327249) are the Directors liable to retire by rotation in the ensuingAnnual General Meeting and being eligible offer themselves for re-appointment.
ii) Changes in Directors / Key Managerial Personnel:
a) The Members at the 44th Annual General Meeting held onSeptember 23 2020 approved the reappointment of Mr. Vikram Sakhuja (DIN: 00398420) as anIndependent Director of the Company for a period of five (5) years with effect fromSeptember 23 2020 up to the conclusion of the Annual General Meeting of the Company to beheld in the calendar year 2025 or the expiry of five (5) years whichever is earlier andalso approved the appointment of Ms. Divya Karani (DIN: 01829747) as an IndependentDirector of the Company with effect from November 13 2019 to hold office up to theconclusion of the Annual General Meeting of the Company to be held in the calendar year2024 or the expiry of five (5) years whichever is earlier.
b) Mr. Rajendra Kumar Agarwal will be stepping down from key managerialposition of Chief Financial Officer of the Company after 18 years. His resignation isw.e.f. November 01 2021. The Board places on record its sincere appreciation for hisvaluable services and contribution during his long association with the Company.
c) The Board of Directors in its meeting held on May 28 2021 hassubject to the approval of the members approved the re-appointment of (i) Mr. SanjayGupta (ii) Mr. Dhirendra Mohan Gupta (iii) Mr. Sunil Gupta and (iv) Mr. Shailesh Guptaas Whole-time Directors of the Company for a period of five (5) years w.e.f. October 012021.
d) The Board has subject to the approval of the members approved there-appointment of Dr. Mahendra Mohan Gupta as Chairman and Managing Director of theCompany for a period of two (2) years with effect from October 01 2021. Thereafter orupon relinquishment of office by Dr. Mahendra Mohan Gupta as the Managing Director of theCompany whichever is earlier he will continue as the Non-Executive Chairman of theCompany for the remainder period i.e. up to September 30 2026.
The proposal for re-appointment of the aforesaid Directors of theCompany with terms and conditions of their reappointment including remuneration and otherrequisite details as stipulated under Listing Regulations and the Secretarial Standard-2on General Meetings ("Secretarial Standard-2") are set out in the noticeconvening the 45th Annual General 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) and 25 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 the Act read with Rule 6(4) of the Companies(Appointment & Qualification of Directors) Rules 2014 out of the nine (9)Independent Directors of the Company only one (1) Independent Director is required toundertake online proficiency self-assessment test conducted by the IICA and will take thesaid online proficiency selfassessment 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.
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 bythe Board to optimise its overall effectiveness.
The evaluation process was anchored by an independent professionalagency of international repute to ensure independence confidentiality and neutrality.
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 tothe Board'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
Five (5) 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) Mid-day Infomedia Limited ("MIL") which is a wholly-owned subsidiary
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 made additional investment aggregatingto Rs. 16 Crores in MIL by way of subscription of equity shares of MIL under a rightsissue. MIL continues to be a wholly-owned subsidiary of the Company.
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_ MATERIAL_SUBSIDIARIES_1.pdf.
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 AnnualReport.
In 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. 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 2021 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.
17. 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. Prior omnibus approval is obtained for the transactions which are foreseenor are recurring in nature. A statement of all related party transactions is presentedbefore the Audit Committee on a quarterly basis specifying the relevant details of thetransactions. The policy on dealing with related party transactions is placed on theCompany's website at https://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.
18. 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.
19. INTERNAL AUDITOR
Ernst & Young LLP are the Internal Auditors of the Company. Theterms of reference and scope of work of the Internal Auditors are as approved by the AuditCommittee. 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.
20. 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.
21. 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.
22. 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 athttps://jplcorp.in/new/pdf/JPL- RMC_POLICY_2021.pdf.
23. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
As a responsible corporate citizen your Company supports a charitabletrust Shri Puran Chandra Gupta Smarak Trust ("the Trust") to dischargeits social responsibilities. Pehel an outfit of the Trust provides social servicessuch as organising workshops/seminars to voice different social issues health camps /road shows for creating awareness on the social concerns and helping the underprivileged.The Trust under its aegis has also been imparting primary secondary higher andprofessional education to about 11000 students through schools and colleges at KanpurNoida Lucknow Varanasi Dehradun and smaller towns like Kannauj and Basti.
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 financial year 2020-21 aredetailed in Business 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.
The outbreak of the COVID-19 pandemic around the world has had adestabilising impact on all business operations and the society at a global level. TheCompany has constantly worked towards elevating the living conditions among communitiesand aims to make a larger impact in the development of the society in the post COVID-19era. The Company is carrying various campaigns / initiatives towards promoting health careincluding preventive health care and sanitation across several mediums such as printmedia outdoor advertisement digital and FM radio broadcasting. The Company is leveragingthe Group's internal resources and robust capabilities i.e. the print radiodigital and outdoor media platforms in order to reach a wider mass covering both ruraland urban areas. For the financial year 2020-21 the Company spent an amount of Rs. 26.24Lakhs as CSR expenditure towards promoting health care including preventive health careand sanitation including public outreach campaigns on COVID-19 awareness and / orvaccination out of the statutory obligation of Rs. 688 Lakhs.
In line with the Companies (Corporate Social Responsibility Policy)Rules 2014 as amended from time to time the Company has transferred the CSR amountremaining unspent as on March 31 2021 to its Unspent Corporate Social ResponsibilityAccount. Such transferred amount shall be utilised in accordance with the provisions ofthe Act.
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 2020-21 as required under the Act read with Rule 8 of Companies(Corporate Social Responsibility Policy) Rules 2014 as amended are given in Annexure-II.The CSR Policy is also uploaded on the Company's website athttps://jplcorp.in/new/pdf/JP-CSR- POLICY-04032021.pdf.
24. 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 againstvictimisation of employees. The Company has established a vigil / whistleblower mechanismfor the directors and employees. The functioning of the vigil / whistle-blower mechanismis reviewed by the Audit Committee from time to time. None of the employees / directorshas been denied access to the Audit Committee. 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 Company's website athttps://jplcorp.in/new/pdf/JPL_Vigil_ Mechanism_Whistle-blower_Policy.pdf.
During the financial year 2020-21 the management had received acomplaint from an employee of the Company against his superior regarding misuse / abuse ofauthority and dissatisfaction in appraisal. On enquiry no merit was found in theallegations made. No other complaint was received by the Company.
25. 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.
26. WEBLINK OF ANNUAL RETURN
A weblink of Annual Return for the financial year ended March 31 2021in Form MGT - 7 as required under Section 92 (3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is available on the website of theCompany at the link https://jplcorp.in/ new/FinancialReports.aspx.
27. 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. The observation of the auditors as given in their report isself-explanatory and need no comment.
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 AdeshTandon & Associates Practicing Company Secretaries to conduct Secretarial Audit forthe financial year 2020-21. The Secretarial Audit Report in Form No. MR-3 for thefinancial year ended on March 31 2021 is set out in Annexure-III to theBoard's Report. In accordance with SEBI Circular no. CIR/ CFD/CMD1/27/2019 datedFebruary 08 2019 the Company has obtained from the Secretarial Auditors of the Companyan Annual Secretarial Compliance Report.
There is no qualification reservation or adverse remark or disclaimermade in the Report needing explanations or comments by the Board.
28. 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.
29. 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.
30. 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.
31. 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.
32. 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.
33. 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.
34. 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.
35. 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 2020-21 familiarization program forDirectors was held in March 2021 to give an overview of trends in the Media andEntertainment Industry. The details of familiarization program for Directors are posted onthe Company's website at https://jplcorp.in/new/Reports. aspx?CID=26.
36. 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-IV to the Board's Report.
37. 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 https://jplcorp.in/new/pdf/dividend_distribution_policy.pdf.
38. 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 stabilizing 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 31 2021 ||Year ended March 31 2020 |
|Foreign exchange earned ||2391.23 ||1959.64 |
|Foreign exchange outgo || || |
|i. Import of Raw Materials ||11393.63 ||27353.13 |
|ii. Import of stores and spares ||- ||2.81 |
|iii. Import of Capital goods ||48.21 ||327.96 |
|iv. Travelling Expenses ||- ||19.82 |
|v. Other Expenses ||254.56 ||413.09 |
The Directors would like to express their sincere appreciation for thecooperation and assistance received from the Readers Hawkers Advertisers AdvertisingAgencies Bankers Credit Rating Agencies Depositories Stock Exchanges Registrar andShare Transfer Agents Suppliers Associates Advisors Authorities as well as ourShareholders at large during the year under review.
The Directors also place on record their deep sense of appreciation forthe commitment abilities contribution and hard work of all executives officers andstaff who enabled the Company to consistently deliver satisfactory and rewardingperformance in a challenging environment. Their dedicated efforts and enthusiasm have beenpivotal to the growth of the Company discharging the onerous responsibility ofdissemination of information and content to the readers without disruption despiteoutbreak of COVID-19 for which they deserve to be greeted wholeheartedly.
The Company also pays homage to all who have lost their lives due tothe COVID-19 pandemic and acknowledges the hard-work and the heroic efforts of thejournalists and other media personnel other front-line workers who are risking their livesevery day to combat the pandemic.
For and on behalf of the Board
|Place : Kanpur ||Mahendra Mohan Gupta |
|Date : May 28 2021 ||Chairman and Managing Director |