Dear Shareholders,
The Directors are pleased to present the 47th Annual Report
and Audited Standalone and Consolidated Financial Statements of Jagran Prakashan Limited
("JPL" / "the Company") for the financial year ended on March 31, Rs
20Rs 23.
1. COMPANY OVERVIEW:
JPL is a media conglomerate with interests spanning across printing and
publication of Newspapers & Magazines, FM Radio, Digital, Outdoor Advertising and
Promotional Marketing, Event Management and Activation businesses. The details of the
Group?s businesses are provided in the Annual Report of the Company.
Rs 2. FINANCIAL RESULTS:
The summarized standalone and consolidated financial results of the
Company along with appropriation to reserves for the financial year ended March 31, Rs
20Rs 23 as compared to the previous year are as under:
(Amounts in ' Lakhs)
|
Standalone |
Consolidated |
Particulars |
Year ended March 31, Rs 20Rs 23 |
Year ended March 31, Rs 20Rs 2Rs 2 |
Year ended March 31, Rs 20Rs 23 |
Year ended March 31, Rs 20Rs 2Rs 2 |
Revenue from operations |
1,59,390.34 |
1,40,1Rs 23.40 |
1,85,617.45 |
1,61,595.11 |
Other income |
3,Rs 209.37 |
Rs 2,08Rs 2.41 |
5,009.87 |
3,378.Rs 24 |
Other gains/(losses) - net |
5,Rs 293.Rs 2Rs 2 |
Rs 2,941.90 |
5,581.Rs 24 |
3,Rs 294.39 |
Expenditure |
1,Rs 29,801.01 |
1,04,441.56 |
1,5Rs 2,9Rs 29.70 |
1,Rs 25,631.98 |
Profit before finance costs, depreciation and tax |
38,091.9Rs 2 |
40,706.15 |
4Rs 2,Rs 278.86 |
4Rs 2,635.76 |
Less: Finance costs |
3,3Rs 26.88 |
Rs 2,761.19 |
3,859.33 |
3,149.19 |
Less: Depreciation and amortisation expenses |
4,907.96 |
6,016.16 |
17,971.05 |
11,86Rs 2.48 |
Profit before exceptional items and share of net profits of
associates and tax |
Rs 29,857.08 |
31,9Rs 28.80 |
Rs 21,448.48 |
Rs 27,6Rs 24.09 |
Less: Exceptional item |
- |
(564.Rs 26) |
(3,868.Rs 28) |
(564.Rs 26) |
Add: Share of Net Profit of Associates accounted for using
the equity method |
- |
- |
Rs 2.Rs 24 |
3Rs 2.43 |
Profit before tax |
Rs 29,857.08 |
3Rs 2,493.06 |
Rs 25,319.00 |
Rs 28,Rs 2Rs 20.78 |
Less: Tax Expense |
6,988.78 |
7,659.01 |
5,640.3Rs 2 |
6,533.Rs 2Rs 2 |
Profit for the year |
Rs 2Rs 2,868.30 |
Rs 24,834.05 |
19678.68 |
Rs 21,687.56 |
Other comprehensive income/(loss) for the year, net of tax |
(4Rs 28.90) |
447.87 |
(395.53) |
408.09 |
Total comprehensive income for the year |
Rs 2Rs 2,439.40 |
Rs 25,Rs 281.9Rs 2 |
19,Rs 283.15 |
Rs 2Rs 2,095.65 |
Total comprehensive income attributable to: |
|
|
|
|
Owners of the Company |
- |
- |
19,581.17 |
Rs 2Rs 2,668.41 |
Non-controlling interest |
- |
- |
(Rs 298.0Rs 2) |
(57Rs 2.76) |
Opening balance of retained earnings |
1,44,Rs 2Rs 2Rs 2.6Rs 2 |
1,Rs 27,807.88 |
1,68,509.5Rs 2 |
1,54,878.Rs 28 |
Net profit for the year |
Rs 2Rs 2,868.30 |
Rs 24,834.05 |
19,678.68 |
Rs 21,687.56 |
Remeasurements of post-employment benefit obligation, net of
tax |
(4Rs 28.90) |
(5.83) |
(395.53) |
408.09 |
Share of Non-controlling interest in the Profit for the year |
|
|
Rs 298.0Rs 2 |
57Rs 2.76 |
Change in share of Non- controlling interest after buy-back |
|
|
Rs 2153.95 |
- |
Appropriations: |
|
|
|
|
Transfer to capital redemption reserve from retained earnings |
(9Rs 20.00) |
(Rs 290.53) |
(9Rs 20.00) |
(Rs 290.53) |
Amount utilised for issue of bonus preference shares |
- |
- |
(676Rs 2.97) |
- |
Amount utilised in buy-back of equity shares |
(33,580.00) |
(8,1Rs 2Rs 2.95) |
(33580.00) |
(8,1Rs 2Rs 2.95) |
Tax on buy-back of equity shares |
(7,168.07) |
- |
(7168.07) |
- |
Transaction cost related to buy-back |
(Rs 276.66) |
- |
(Rs 276.66) |
- |
Interim Dividend paid during the year |
(10,546.17) |
- |
(10,546.17) |
- |
Closing balance of retained earnings |
1,14,171.1Rs 2 |
1,44,Rs 2Rs 2Rs 2.6Rs 2 |
1,30,990.77 |
1,68,509.5Rs 2 |
Earnings Per Share (EPS) |
|
|
|
|
Basic |
8.71 |
9.39 |
7.61 |
8.41 |
Diluted |
8.71 |
9.39 |
7.61 |
8.41 |
3. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY?S AFFAIRS:
CONSOLIDATED:
The consolidated turnover of the Group was Rs 1,85,617.45 Lakhs for the
year ended March 31, Rs 20Rs 23 as compared to Rs 1,61,595.11 Lakhs in the previous year.
Profit for the year ended March 31, Rs 20Rs 23 was Rs 19,678.68 Lakhs as compared to 'Rs
21,687.56 Lakhs in the previous year.
STANDALONE:
The turnover of the Company was Rs 1,59,390.34 Lakhs for the year ended
March 31, Rs 20Rs 23 as compared to Rs 140,1Rs 23.40 Lakhs in the previous year. Net
profit for the year ended March 31, Rs 20Rs 23 was 'Rs 2Rs 2,868.30 Lakhs as compared to
'Rs 24,834.05 Lakhs in the previous year.
For a detailed analysis of the financial performance of the Group,
refer to the Report on Management Discussion and Analysis, forming part of the Annual
Report.
4. BUYBACK OF EQUITY SHARES AND CHANGES IN PAID-UP EQUITY SHARE CAPITAL
OF THE COMPANY:
During the financial year under review, the Company completed its sixth
consecutive buyback of equity shares in last six (6) financial years.
Pursuant to the receipt of approval of Board of Directors on 4th
November, Rs 20Rs 2Rs 2 and approval of Members by way of passing of the special
resolution dated 17th December, Rs 20Rs 2Rs 2 through Postal Ballot by way of
voting through electronic means only, the Company completed the buyback of 4,60,00,000
fully paid-up equity shares of face value of 'Rs 2/- each through tender offer
(representing 1745% of the total number of outstanding equity shares of the Company) at a
price of Rs 75/- per equity share, for an aggregate amount of Rs 34,500 Lakhs excluding
the transaction costs in March Rs 20Rs 23. The tax expense incurred in relation to the
Buyback amounted to Rs 71.68 Crores.
Consequently, the issued, subscribed and paid-up share capital of the
Company was reduced from Rs 5,Rs 273.09 Lakhs comprising Rs 26,36,54,Rs 27Rs 2 equity
shares of 'Rs 2/- each to Rs 4353.08 Lakhs comprising Rs 21,76,54,Rs 27Rs 2 equity shares
of 'Rs 2/- each, improving the EPS for all future years.
The Buyback was undertaken to utilize the surplus cash optimally and
reward the shareholders continuing with the Company?s policy.
For details on the postal ballot process and further details on the
buyback, please refer the Report on Corporate Governance, forming part of the Annual
Report.
5. DIVIDEND:
Considering the financial performance and keeping in line with its
policy of rewarding the shareholders, the Board of Directors, at its meeting held on
August 6, Rs 20Rs 2Rs 2 had considered and approved the payment of an Interim Dividend of
Rs 4/- on Rs 26,36,54,Rs 27Rs 2 equity shares of the Company (i.e. Rs 200% on face value
of 'Rs 2/- per equity share) for the financial year Rs 20Rs 2Rs 2-Rs 23.
The said dividend, amounting to Rs 10,546 Lakhs, was paid to the
eligible shareholders as on the record date of August 18, Rs 20Rs 2Rs 2 on September 0Rs
2, Rs 20Rs 2Rs 2, after deduction of due tax under the Income Tax Act, 1961.
During the financial year Rs 20Rs 2Rs 2-Rs 23, in line with our
commitment of rewarding the shareholders of the Company, a total payout in the form of
buyback and dividend as mentioned below was incurred:
(Amounts in ' Crores)
S. No. |
Particulars |
Total Payout |
1. |
Buyback including Tax paid on |
416.68 |
|
Buyback |
|
Rs 2. |
Dividend |
105.46 |
|
TOTAL |
5Rs 2Rs 2.14 |
6. DEPOSITS:
The Company has not accepted any deposit from public / shareholders in
accordance with the provisions of Section 73 of the Companies Act, Rs 2013 ("the
Act") read with the Companies (Acceptance of Deposits) Rules, Rs 2014 and as such, no
amount on account of principal or interest on public deposits was outstanding as on the
date of the Balance Sheet.
7. CREDIT RATING:
The details of credit rating re-affirmed by CRISIL Limited on April Rs
21, Rs 20Rs 23 is detailed as under:
Rating Agency |
Instruments |
Period |
Rated Amount (in ' Crores) |
Rating Reaffirmed |
CRISIL |
Non-convertible Debentures |
Long term rating |
300 |
CRISIL AA+/Stable |
|
Total bank loan facilities rated |
Long term rating |
|
CRISIL AA+/Stable |
|
|
Short term rating |
Rs 285 |
CRISIL A1 + |
|
Commercial paper |
Short term rating |
70 |
CRISIL A1 + |
The ratings continue to reflect the leadership position of Dainik
Jagran, the flagship daily published by the group, healthy market position of JPL in the
radio business and its strong financial risk profile.
Details of credit rating are also uploaded on the Company?s
corporate website at https://jplcorp.in/new/pdf/ JPLUPDATEINCREDITRATINGRs 2104Rs 20Rs
23.pdf
8. NON-CONVERTIBLE DEBENTURES:
During the financial year Rs 20Rs 20-Rs 21, the Company had issued Rs
2,500 rated, secured, senior, listed, redeemable, non-convertible debentures
("NCDs") of face value of Rs 10,00,000 (Rupees Ten Lakhs) each, aggregating to
'Rs 25,000 Lakhs through two different issues on a private placement basis. These NCDs
were raised to create liquidity buffer for contingency arising out of COVID-19 pandemic.
Details of the NCDs are as under:
S. Security No. Name |
No. of Debentures |
Face Value in ' |
Redemption |
Coupon Rate |
Listed on |
Amount in ' Crores |
Redemption Date |
1. 8.35% JPL Rs 20Rs 23 |
1,000 |
10,00,000 |
3 years, bullet |
8.35% p.a. |
BSE |
100 |
The entire issue of 1,000 NCDs was fully redeemed on April Rs
21, Rs 20Rs 23 as per the terms and conditions of the NCDs. |
Rs 2. 8.45% JPL Rs 20Rs 24 |
1,500 |
10,00,000 |
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 |
750 NCDs i.e. 50% of total 1,500 NCDs were redeemed on April
Rs 27, Rs 20Rs 23 and remaining 50% i.e. Rs 75 Crores will be redeemed at the end of 4th
year as per the terms and conditions of the NCDs. |
Total |
Rs 2,500 |
|
|
|
|
Rs 250 |
|
The annual interest and redemption of these NCDs as per the agreed
terms and conditions were duly made on April Rs 21, Rs 20Rs 23 and April Rs 27, Rs 20Rs 23
respectively to the eligible debenture holders.
As on the date of this Report, 750 NCDs are outstanding, which will be
repaid on the due date i.e. April Rs 27, Rs 20Rs 24.
There is no creation of pledge, lien or any other encumbrance except
"Non-Disposal Undertaking" given by the Promoter and Promoter Group that they
shall hold at least 60% equity shareholding in the Company, directly or indirectly, and
exercise management control till the tenor of the NCDs.
In accordance with the Information Memorandum and Debenture Trust Deed,
the Company has also created required security on the assets of the Company with regards
to the NCDs and complied with all the covenants.
9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retirement by Rotation: In accordance with the provisions of the Act
and Articles of Association of the Company, Mr. Dhirendra Mohan Gupta (DIN: 010578Rs 27)
and Mr. Devendra Mohan Gupta (DIN: 00Rs 2Rs 26837) are the Directors liable to retire by
rotation in the ensuing Annual General Meeting and being eligible, had offered themselves
for re-appointment.
ii) Changes in Directors / Key Managerial Personnel:
During the year under review, Mr. Sandeep Gupta (DIN:00038410) was
appointed as an Additional Director and Whole-time Director with effect from May 30, Rs
20Rs 2Rs 2 and subsequently upon regularization as the Director of the Company in the 46th
Annual General Meeting on August Rs 29, Rs 20Rs 2Rs 2.
10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
Necessary declarations from the Independent Directors of the Company,
in accordance with the provisions of Section 149(7) of the Act read with the Code of
Conduct as specified in Schedule IV to the Act, and Regulations 16(1 )(b) and Rs 25(8) of
the Listing Regulations were received, that he/she meets the criteria of independence as
laid out in Section 149(6) of the Act and Regulations 16(1 )(b) of the Listing
Regulations.
In the opinion of the Board, all the Independent Directors fulfill the
criteria of Independence and there has been no change in the circumstances which may
affect their status as Independent Directors of the Company, also the Board is satisfied
of the integrity, expertise, and experience (including proficiency in terms of the
provisions of Section 150(1) of the Act and applicable Rules made thereunder) of all
Independent Directors on the Board.
Further, in accordance with the provisions of Section 150 of the Act
read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, Rs
2014, as amended, Independent Directors of the Company are duly registered in the data
bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
Disclosure regarding the skills/expertise/competence possessed by the
Directors is given in detail in the Report on Corporate Governance forming part of the
Annual Report.
11. ANNUAL EVALUATION OF THE BOARD OF ITS OWN PERFORMANCE, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS (INCLUDING CHAIRMAN OF THE COMPANY):
In accordance with the evaluation framework in compliance with the
requirements of the Act, Listing Regulations, read with the Guidance Note on Board
Evaluation issued by SEBI and as set out by the Nomination and Remuneration Committee of
the Board of Directors of the Company, a
formal annual performance evaluation was carried out by the Board of
(i) its own performance; (ii) individual Directors; (iii) Chairman of the Company; and
(iv) all Committees of Board.
The Evaluation was conducted through questionnaire designed with
qualitative parameters and feedback based on ratings with the help of an independent
professional agency of international repute to ensure independence, confidentiality and
neutrality.
Evaluation of the Board was done on key attributes such as composition,
administration, strategic, corporate culture, effective participation and corporate
governance/ compliance framework. Parameters for evaluation of directors included
constructive participation in Meetings and engagement with colleagues on the Board.
Similarly, Committees were evaluated on parameters such as understanding its mandate and
accordingly discharging its duties and, providing adequate oversight on key areas. The
Chairman was evaluated on leadership and overall effectiveness in managing affairs of the
Company, ensuring Corporate Governance and carrying out duties as entrusted by the Board.
Responses submitted by Board Members were collated, analyzed and improvement opportunities
were noted by the Board to optimize its overall effectiveness.
The evaluation process confirms that the Board and its Committees
continue to operate effectively and that the performance of the Directors and the Chairman
continues to be satisfactory.
1Rs 2. COMMITTEES OF THE BOARD:
The Board has constituted various committees viz., Audit Committee
("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders
Relationship Committee ("SRC"), Corporate Social Responsibility Committee
("CSR") and Risk Management Committee ("RMC"), in compliance with the
requirements of the relevant provisions of applicable laws and statutes.
The details with respect to the composition, powers, roles, terms of
reference, policies, dates of meetings conducted and attendance thereon etc. of the
Committees are given in detail in the Report on Corporate Governance forming part of the
Annual Report.
13. NOMINATION AND REMUNERATION POLICY:
In accordance with Section 134(3)(e) of the Act read with the
applicable provisions of the Listing Regulations, as amended, the Nomination and
Remuneration Policy has been updated and is attached hereto as Annexure-I to the
Board?s Report and is also uploaded on the Company?s corporate website at
https://jplcorp.in/new/ pdf/NRC_Policy_Final.pdf
14. 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 Annual
Report.
15. SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL
STATEMENTS:
In accordance with the Ind-AS 110 - Consolidated Financial Statements
read with the Ind-AS Rs 28 - Investments in Associates and Joint Ventures notified under
the provisions of Section 133 read with Section 1Rs 29(3) of the Act and applicable
provisions of the Listing Regulations, the Audited Consolidated Financial Statements are
provided in the Annual Report.
The financial statements of the following Subsidiaries and share in
Profit / Loss of the following Associates have been consolidated into the financial
statements of the Company:
S. No. |
Name and Address of the Company |
CIN / GLN |
Holding / Subsidiary / Associate |
% of Shares Held |
1. |
Music Broadcast Limited 5th Floor, RNA Corporate
Park, off Western Express Highway, Kalanagar, Bandra (East), Mumbai, Maharashtra-400051 |
L64Rs 200MH1999PLC1377Rs 29 |
Subsidiary |
74.05% |
Rs 2. |
Midday Infomedia Limited 6th Floor, RNA Corporate
Park, Kalanagar, Near chetana college, Bandra (East), Mumbai, Maharashtra-400051 |
URs 2Rs 2130MHRs 2008PLC177808 |
Subsidiary |
100.00% |
3. |
X-Pert Publicity Private Limited Jagran Building Rs 2,
Sarvodaya Nagar, Kanpur, Uttar Pradesh-Rs 208005 |
U74900UPRs 2008PTC036413 |
Associate |
39.Rs 20% |
4. |
Leet OOH Media Private Limited Rs 2, Sarvodaya Nagar, Kanpur,
Uttar Pradesh-Rs 208005 |
URs 2Rs 2Rs 219UPRs 2003PTC0Rs 27675 |
Associate |
48.84% |
5. |
MMI Online Limited Jagran Building Rs 2, Sarvodaya Nagar,
Kanpur, Uttar Pradesh-Rs 208005 |
U7Rs 2300UPRs 2008PLC036Rs 24Rs 2 |
Associate |
44.9Rs 2% |
The Company has no joint ventures.
In accordance with Regulation 16(1)(c) of the Listing Regulations,
Music Broadcast Limited has been identified as a material listed subsidiary of the
Company. Midday Infomedia Limited continues to be an immaterial unlisted wholly-owned
subsidiary. For the financial year Rs 20Rs 23-Rs 24 Midday Infomedia Limited shall also be
considered as material subsidiary of the Company as its income exceeds 10% of the
consolidated income of the Company and its subsidiaries as per the Listing Regulations.
Details of transactions with subsidiaries and associates are provided
in Note No. Rs 29 to the standalone financial statements.
At any time after the closure of the financial year and till the date
of the Report, the 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 uploaded on the Company?s corporate website at
https://jplcorp.in/new/pdf/POLICY_ FOR_DETERMINING_MATERIAL_SUBSIDIARIES_1.pdf.
16. ISSUE OF BONUS NON- CONVERTIBLE NONCUMULATIVE REDEEMABLE PREFERENCE
SHARES ("NCRPS") BY MUSIC BROADCAST LIMITED:
In accordance with the Scheme of Arrangement as approved by the Board
of Directors of Music Broadcast Limited ("MBL") and the Hon?ble National
Company Law Tribunal, Mumbai Bench, between MBL and its shareholders, MBL completed the
issue of nonconvertible non-cumulative redeemable preference shares ("NCRPS") by
way of bonus and allotted 89,69,597 NCRPS, carrying dividend of 0.1% p.a., subject to
deduction of applicable taxes, to its non-promoter shareholders, wherein 1 (one) NCRPS of
the face value of Rs 10/- each was issued at a premium of Rs 90/- per NCRPS for every 10
(ten) equity shares of face value of 'Rs 2/- each held by the non-promoter shareholders of
MBL, redeemable at the expiry of 36 (thirty-six) months from the date of allotment of the
NCRPS. Subsequently, the NCRPS received trading approvals from BSE Limited and National
Stock Exchange of India Limited w.e.f. April Rs 20, Rs 20Rs 23.
17. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES AND ASSOCIATES:
The financial performance of the subsidiaries and associates are
discussed in the Report on Management Discussion & Analysis. Pursuant to the
provisions of Sections 1Rs 29, 133, 134 and 136 of the Act read with Rules framed
thereunder, the Company has prepared Consolidated Financial Statements of the Company and
its subsidiaries and a separate statement containing the salient features of financial
statements of subsidiaries and associates in Form AOC-1 which forms part of the Annual
Report.
In accordance with the provisions of Section 136 of the Act, the annual
financial statements of the subsidiaries are available on the Company?s corporate
website.
18. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION:
The Board reports that no material changes and commitments affecting
the financial position of the Company have occurred between the end of the financial year
ending March 31, Rs 20Rs 23 and the date of this Report.
19. RELATED PARTY CONTRACTS / ARRANGEMENTS:
All related party transactions that were entered into during the
financial year were in the ordinary course of business and on arm?s length basis.
There were no materially significant related party transactions entered into during the
year with its Promoters, Directors, Key Managerial Personnel or other related parties
which could have a potential conflict with the interest of the Company.
All related party transactions are placed before the Audit Committee
for approval, wherever applicable. Prior overall approval is obtained for the transactions
which are foreseen or are recurring in nature. A statement of all related party
transactions is presented before the Audit Committee on a quarterly basis, specifying the
relevant details of the transactions.
The policy on dealing with related party transactions is placed on the
Company?s corporate website at https:// jplcorp.in/new/pdf/RPT_policy.pdf.
In compliance with the provisions of Regulation Rs 23(9) of the Listing
Regulations, the Company submits disclosures of related party transactions on a
consolidated basis, in the format as specified by SEBI from time to time to the stock
exchanges and also publishes the same on its corporate website at
https://jplcorp.in/new/Reports. aspx?CID=Rs 27.
Since all related party transactions entered into by the Company were
in the ordinary course of business and on an arm?s length basis, Form AOC-Rs 2 as
prescribed pursuant to Section 134 read with Rule 8(Rs 2) of the Companies (Accounts)
Rules, Rs 2014 is not applicable.
The details of the transactions with related parties are provided in
Note Nos. Rs 29 and 30 to the standalone and consolidated financial statements
respectively.
Rs 20. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to the financial statements. During the year, such controls were tested by the
management as well as auditors and no reportable material weakness in the processes or
operations was observed.
To ensure the efficacy of the internal financial controls, a two-phase
testing exercise is performed to evaluate operating effectiveness of controls basis the
defined testing strategy. The first phase includes initial testing, documentation and
deficiency reporting while the second phase includes roll forward and remediation testing,
testing of annual controls, documentation and deficiency assessment and reporting.
For the financial year Rs 20Rs 2Rs 2-Rs 23, the Internal Auditors noted
no exception in IFC controls tested.
Rs 21. INTERNAL AUDITOR:
Ernst & Young LLP are the Internal Auditors of the Company. The
terms of reference and scope of work of the Internal Auditors are approved by the Audit
Committee. The Internal Auditors monitor and evaluate the efficiency and adequacy of
internal control system in the Company, including Information Technology. Significant
audit observations and recommendations along with plan of corrective actions are presented
to the Audit Committee.
Rs 2Rs 2. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER
SECTION 186 OF THE ACT:
The details of loans, guarantees and investments under the ambit of the
provisions of Section 186 of the Act are provided in Note Nos. Rs 28 and Rs 29 to the
standalone and consolidated financial statements respectively.
Rs 23. LEGAL FRAMEWORK AND REPORTING STRUCTURE:
In consultation with a professional agency of international repute, the
Company has set up an electronic compliance tool for monitoring and strengthening
compliance with the applicable laws. The tool is updated regularly for amendments /
modifications in applicable laws from time to time. This has contributed in strengthening
the compliances at all levels under supervision of the Compliance Officer, who has been
entrusted with the responsibility to oversee its functioning. The Company has also set up
a dedicated desk consisting of one representative each of JPL and the professional agency
for help in updation of compliances in the Compliance Tool and providing clarification
with regards to any doubts / queries of the users.
Rs 24. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:
In consultation with a professional agency of international repute, the
Company has in place a Risk Management System and has also identified the key risks to the
business and its existence and mitigation measures thereof. 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 the Report on Management Discussion and Analysis,
forming part of the Annual Report.
The Company has a Risk Management Committee to identify elements of
risk in different areas of operations; the details regarding composition and terms of
reference of the Risk Management Committee are given in the Report on Corporate Governance
forming part of the Annual Report.
Also the Company?s documented Risk Management policy acts as an
effective tool in identifying, evaluating and managing significant risks and prioritizing
relevant action plans in order to mitigate such risks. The Risk Management Policy is
uploaded on the Company?s corporate website at https://jplcorp.in/new/pdf/Policy-
RMC.pdf.
Rs 25. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES:
As a responsible corporate citizen, your Company supports a charitable
trust, Shri Puran Chandra Gupta Smarak Trust ("the Trust"), to discharge its
social responsibilities. Pehel, an outfit of the Trust provides social services such as
organizing 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 and professional
education to about 1Rs 2,000 students through schools and colleges at
Kanpur, Noida, Lucknow, Varanasi, Dehradun and smaller towns like
Kannauj and Basti.
Through its newspapers, the Company works on awakening the readers on
social values and at the core of its editorial philosophy are 7 principles (called Saat
Sarokaar) viz. Poverty Eradication, Healthy Society, Educated Society, Women Empowerment,
Environment Conservation, Water Conservation and Population Management. Beyond the
content, we also leverage our massive reach to organise initiatives that are in spirit of
these seven principles and have the potential to mobilise citizens and generate
ground-level impact. Some of the initiatives undertaken in financial year Rs 20Rs 2Rs 2-Rs
23 are detailed in the Business Responsibility and Sustainability Report forming part of
the Annual Report.
Post outbreak of the COVID-19 pandemic, the Company has constantly been
working towards elevating the living conditions among communities and aims to spread
awareness and make a larger impact in the development of the society in the post COVID-19
era. The Company is carrying various campaigns / initiatives towards promoting health care
including preventive health care and sanitation across several mediums such as print
media, outdoor advertisement, digital and FM radio broadcasting. The Company has been
strategically leveraging the Group?s internal resources and robust capabilities, i.e.
its print, radio, digital and outdoor media platforms in order to reach a wider mass,
covering both rural and urban areas.
The CSR expenditure incurred by the Company is detailed hereunder:
CSR expenditure for financial year Rs 20Rs 20-Rs 21:
Out of total statutory CSR obligation of Rs 688.06 Lakhs for financial
year Rs 20Rs 20-Rs 21, an amount of 'Rs 26.Rs 24 Lakhs was spent in the financial year Rs
20Rs 20-Rs 21 and Rs 680.00 Lakhs was transferred to the Unspent Corporate Social
Responsibility Account, to be spent in future in accordance with the provisions of Section
135 of the Act. Further, Rs 458.18 Lakhs were spent in financial year Rs 20Rs 21-Rs 2Rs 2
and 'Rs 247.05 Lakhs were spent in financial year Rs 20Rs 2Rs 2-Rs 23 out of such Unspent
Corporate Social Responsibility Account. Interest earned on the said Unspent Corporate
Social Responsibility Account amounting to Rs 36.08 Lakhs remains to be utilized on 31st
March Rs 20Rs 23 which shall be utilized in financial year Rs 20Rs 23-Rs 24.
CSR expenditure for financial year Rs 20Rs 21-Rs 2Rs 2:
As against total statutory CSR obligation of Rs 550 Lakhs for the
financial year Rs 20Rs 21-Rs 2Rs 2, Rs 55Rs 2 Lakhs were transferred to the Unspent
Corporate Social Responsibility Account in the financial year Rs 20Rs 21-Rs 2Rs 2. By
March 31, Rs 20Rs 23, an amount of 'Rs 266.46 Lakhs was spent from Unspent Corporate
Social Responsibility Account. The balance amount of 'Rs 285.5 Lakhs in the Unspent
Corporate Social Responsibility Account along with interest earned thereon amounting to
'Rs 26.Rs 27 Lakhs as on March 31, Rs 20Rs 23 shall be utilized in future in accordance
with the provisions of the Act.
CSR expenditure for financial year Rs 20Rs 2Rs 2-Rs 23:
For the financial year Rs 20Rs 2Rs 2-Rs 23, on the recommendation of
the Corporate Social Responsibility Committee, Board has approved to spend an amount of Rs
550 Lakhs as CSR expenditure as against the obligation of Rs 534.10 Lakhs towards
promotion of education as per the approved plan, by way of contribution to Shri Puran
Chandra Gupta Smarak Trust, a charitable trust, ("Trust") for the establishment,
expansion, administration and maintenance of academic institutions in accordance with the
provisions of Schedule VII to the Act and the CSR Policy of the Company. The entire amount
of Rs 550 Lakhs has been transferred to the Unspent Corporate Social Responsibility
Account, which shall be spent in three years, in accordance with the provisions of the
Act.
The Company has adopted the CSR policy keeping into account the
provisions of Section 135 of the Act read with the Rules made thereunder and Schedule VII
to the Act. The salient features of the CSR policy and its details of expenditure on CSR
activities as required under the Act read with Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, Rs 2014, as amended, are given in Annexure-II. The CSR
Policy is also uploaded on the Company?s corporate website at
https://jplcorp.in/new/pdf/ CSR_Policy_Final.pdf.
Rs 26. ESTABLISHMENT OF VIGIL / WHISTLE-BLOWER MECHANISM:
The Company promotes ethical behavior in all its business activities
and in line with the best practices for corporate governance. It has established a system
through which Directors & Employees may report breach of Code of Conduct including
Code of Conduct for Insider Trading, unethical business practices, illegality, fraud,
corruption, leak of unpublished price sensitive information pertaining to the Company etc.
at work place without fear of reprisal. It also provides adequate safeguards against
victimization of employees. The functioning of the vigil / whistle-blower mechanism is
reviewed by the Chairman of the Audit Committee from time to time. None of the employees /
directors has 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
entire Policy is also available on the Company?s corporate website at
https://jplcorp.in/new/ pdf/JPL Vigil Mechanism Whistle-blower Policy.pdf.
During the financial year Rs 20Rs 2Rs 2-Rs 23, the management did not
receive any complaint under the system.
Rs 27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, read with the Rules made thereunder, the
Company has in place a Prevention of Sexual Harassment (POSH) Policy. Communication of
this Policy is done from time to time to the employees. The Company has constituted the
Internal Complaints Committee in accordance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, which is responsible
for redressal of Complaints related to sexual harassment. No complaint on sexual
harassment was received during the year under review.
Rs 28. WEBLINK OF ANNUAL RETURN:
A weblink of Annual Return for the financial year ended March 31, Rs
20Rs 23, in Form MGT - 7 as required under Section 9Rs 2 (3) of the Act read with Rule 1Rs
2 of the Companies (Management and Administration) Rules, Rs 2014 is available on the
corporate website of the Company at the link https://jplcorp.in/new/FinancialReports.aspx.
Rs 29. AUDITORS & AUDITORS? REPORT:
i) Statutory Auditors & Audit Report:
In accordance with the provisions of Section 139 of the Act and other
applicable provisions and rules made thereunder, M/s. Price Waterhouse, Chartered
Accountants LLP (FRN: 01Rs 2754N/N500016), being eligible, were appointed as the Statutory
Auditors of the Company at the 46th AGM and will continue to hold office for
term of 5 (five) years till the conclusion of 51st AGM to be held in the year
Rs 20Rs 27.
There is no qualification, reservation or adverse remark or disclaimer
made in the Auditor?s Report, needing explanations or comments by the Board. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee in the
year under review against the Company by its officers or employees as specified under
Section 143(1Rs 2) of the Act.
ii) Secretarial Audit & Secretarial Audit Report:
Pursuant to the provisions of Section Rs 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, Rs 2014, the
Company has appointed Adesh Tandon & Associates, Practicing Company Secretaries as
Secretarial Auditors up to the financial year Rs 20Rs 25-Rs 26.
The Secretarial Audit Report in Form No. MR-3 for the financial year
ended on March 31, Rs 20Rs 23 is set out in Annexure-III to the Board?s Report. In
accordance with SEBI Circular no. CIR/CFD/CMD1/Rs 27/Rs 2019 dated February 08, Rs 2019,
the Company has obtained, from the Secretarial Auditors an Annual Secretarial Compliance
Report, which was duly submitted to the stock exchanges and is also uploaded on the
corporate website of the Company.
There is no qualification, reservation or adverse remark or disclaimer
made in the Report, needing explanations or comments by the Board.
The Secretarial Auditors have also not reported any instances of fraud
committed against the Company by its officers or employees as specified under Section Rs
204(3) of the Act.
30. 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 the Annual Report.
31. OTHER DISCLOSURES:
Following other disclosures are made:
i) No shares (including sweat equity shares and ESOP) were issued to
the employees of the Company under any scheme.
ii) No orders were passed by any of the regulators or courts or
tribunals 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 of
Board and team of Key Managerial Personnel and Senior Management Personnel. The Code lays
down, in detail, the standards of business conduct, ethics and governance.
v) Maintenance of cost records as specified by the Central Government
under the provisions of Section 148(1) of the Act is not applicable.
vi) No application has been made under the Insolvency and Bankruptcy
Code hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, Rs 2016 (31 of Rs 2016) during the year
along with their status as at the end of the financial year is not applicable.
vii) The requirement to disclose the details of difference between
amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
3Rs 2. DIRECTORS? RESPONSIBILITY STATEMENT:
In accordance with the requirements of Sections 134(3)(c) and 134(5) of
the Act, the Directors hereby confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed and there were no material departure from the same.
ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company and of the profit and
loss of the Company at the end of the financial year.
iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets 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 the Company and that such internal financial controls were adequate and were
operating effectively; and
vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were adequate and operating
effectively.
33. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with
the applicable Secretarial Standard-1 (Secretarial Standard on Meetings of the Board of
Directors), Secretarial Standard-Rs 2 (Secretarial Standard on General Meetings), issued
by the Institute of Company Secretaries of India.
34. CORPORATE GOVERNANCE REPORT AND CORPORATE GOVERNANCE CERTIFICATE:
A Report on Corporate Governance as stipulated under Regulations 17 to
Rs 27 and Para C, D and E of Schedule V of the Listing Regulations, as amended from time
to time, is set out separately and forms part of this Report. The Company has been in
compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to
Rs 27 and Clauses (b) to (i) of Regulation 46(Rs 2) and Para C, D and E of Schedule V of
the Listing Regulations, as amended from time to time.
The requisite Certificate from the Secretarial Auditors of the Company,
Adesh Tandon & Associates, Practicing Company Secretaries, confirming compliance with
the conditions of Corporate Governance as stipulated under the Listing Regulations forms
part of this Report.
35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In terms of the provisions of Regulation 34(Rs 2)(f) of the Listing
Regulations read with SEBI Circular No. SEBI/HO/ CFD/CMD-Rs 2/P/CIR/Rs 20Rs 21/56Rs 2
dated May 10, Rs 20Rs 21, SEBI has prescribed the format for the Business Responsibility
and Sustainability Report (BRSR) in respect of reporting on ESG (Environment, Social and
Governance) parameters by listed entities. The BRSR seeks disclosures from listed entities
on their performance against the nine principles of the National Guidelines on
Responsible Business Conduct?(NGBRCs) and reporting under each principle is divided
into essential and leadership indicators. The essential indicators are required to be
reported on a mandatory basis while the reporting of leadership indicators is on a
voluntary basis.
With effect from the financial year Rs 20Rs 2Rs 2-Rs 23, filing of BRSR
is mandatory for the top 1000 listed companies (by market capitalization) and has replaced
the existing Business Responsibility Report. Accordingly, we have prepared the BRSR in the
prescribed format, which is set out separately and forms part of the Annual Report.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Report on Management Discussion and Analysis for the year under review
as required under Regulation 34(Rs 2)(e) of the Listing Regulations is set out separately
and forms part of this Report.
37. FAMILIARIZATION PROGRAMME FOR DIRECTORS:
Upon appointment of a new Independent Director, the Company issues a
formal Letter of Appointment, which sets out in detail, inter-alia, the terms and
conditions of appointment, their duties, responsibilities and expected time commitments.
The terms and conditions of their appointment are disclosed on the Company?s
corporate website.
The Board members are provided with the necessary documents,
presentation, reports and policies to enable them to familiarize with the Company?s
procedures and practices. Periodic presentations are made at the meetings of Board and its
Committees, on Company?s performance. Detailed presentations on the Company?s
businesses and updates on relevant statutory changes and important laws are also given in
the meetings.
For the financial year Rs 20Rs 2Rs 2-Rs 23, familiarization program for
Directors was held in February, Rs 20Rs 23 to give an overview of key regulatory changes
in corporate laws in India covering the amendments in SEBI Listing Regulations and
Companies Act, Rs 2013. The details of familiarization program for Directors are posted on
the Company?s corporate website at https://jplcorp.in/new/Reports. aspx?CID=Rs 26
38. PARTICULARS OF EMPLOYEES REMUNERATION:
i) The information as per the provisions of Section 197(1Rs 2) of the
Act, read with Rules 5(Rs 2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, Rs 2014 as amended, is provided separately and forms part of
the Annual Report. Further, the Report and Financial Statements are being sent to the
members excluding the aforesaid annexure.
In terms of the provisions of Section 136 of the Act the same is open
for inspection at the Registered Office of the Company. Members who are interested in
obtaining such particulars 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 accordance with the provisions of Section
197(1Rs 2) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, Rs 2014
are set out in Annexure-IV to the Board?s Report.
39. DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy as adopted sets out the basis for
determining the distribution of dividend to the shareholders, as required under Regulation
43A of the Listing Regulations. It forms part of the Annual Report and is also placed on
the Company?s corporate website at
https://iplcorp.in/new/pdf/dividend_distribution_policy. pdf.
40. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
i) Conservation of Energy:
The operations of the Company are not energy intensive. However, every
effort is taken to conserve energy in all possible ways. In past few years, the Company
has undertaken several initiatives not only in the areas of energy efficiency across
locations to conserve energy but also in the area of pollution control. We are consciously
working on climate change issues by improving its process efficiency and taking
initiatives in energy efficiency. For instance, the Company started using Vio-Green
Plate Technology? (waterless chemistry) to save water, installed various water
harvesting structures, star rated energy efficient air conditioners, LED lights to save
& conserve energy and solar panels at Kanpur.
For further details on the Company?s ESG practices, please refer
the Business Responsibility & Sustainability Report forming part of the Annual Report.
ii) Technology Absorption:
Technology absorption is a continuing process. Besides stabilizing the
initiatives taken in past few years, the Company moved to adopt mobile applications for
filing stories by the reporters from the field itself to enable us to capture the news
till 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:
(Amounts in ' Lakhs)
|
Year ended March 31, Rs 20Rs 23 |
Year ended March 31, Rs 20Rs 2Rs 2 |
Foreign exchange earned Foreign exchange outgo |
Rs 2,796.46 |
Rs 2,69Rs 2.46 |
i. Import of Raw Materials |
13,437.36 |
10,64Rs 2.70 |
ii. Import of stores and |
0 |
1.10 |
spares |
|
|
iii. Import of Capital goods |
0 |
- |
iv. Travelling Expenses |
Rs 2Rs 2.99 |
14.07 |
v. Other Expenses |
488.5Rs 2 |
566.18 |
41. ACKNOWLEDGEMENTS:
The Directors would like to express their sincere appreciation of the
cooperation and support received from the Readers, Hawkers, Advertisers, Advertising
Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and
Share Transfer Agents, Suppliers, Associates, Advisors, Authorities as well as our
Shareholders at large during the year under review.
The Directors also place on record their deep sense of gratitude for
the commitment, abilities, contribution and hard work of all executives, officers and
staff who enabled the Company to consistently deliver satisfactory and rewarding
performance in a challenging environment. Their dedicated efforts and enthusiasm have been
pivotal to the growth of the Company.
|
For and on behalf of the Board |
Place: Kanpur |
Mahendra Mohan Gupta |
Date: May 30, Rs 20Rs 23 |
Chairman and Managing Director |