jagran prakashan ltd Directors report


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