jagran prakashan ltd share price Directors report


Dear Shareholders,

The Directors have the pleasure in presenting the 46*h Annual Report and Audited Standalone and Consolidated Financial Statements of Jagran Prakashan Limited ("JPL"/"the Company") for the financial year ended on March 31, 2022.

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 Groups businesses are provided in the Annual Report of the Company.

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, 2022 as compared to the previous year are as under:

(Rs. in Lakhs)

Consolidated

Standalone

Particulars Year ended March 31, 2022 Year ended March 31, 2021 Year ended March 31, 2022 Year ended March 31, 2021
Revenue from Operations 1,61,595.11 1,28,918.26 1,40,123.40 1,13,336.70
Other Income 6,672.63 5,202.21 5,024.31 3,739.23
Expenditure 1,25,631.98 1,06,144.59 1,04,441.56 87,903.80
Profit before Finance Costs, Depreciation and Tax 42,635.76 27,975.88 40,706.15 29,172.13
Less: Finance Costs 3,149.19 3,359.52 2,761.19 2,833.48
Less: Depreciation and Amortisation Expenses 11,862.48 12,858.93 6,016.16 6,856.79
Profit before Exceptional Item and share of Net Profits of Associates and Tax 27,624.09 11,757.43 31,928.80 19,481.86
Less: Exceptional Items (564.26) 1,062.15 (564.26) 1,062.15
Add: Share of Net Profit of Associates accounted for using the equity method 32.43 21.71

-

-

Profit Before Taxes 28,220.78 10,716.99 32,493.06 18,419.71
Less: Tax Expense 6,533.22 2,885.62 7,659.01 4,866.37
Profit for the Year (PAT) 21,687.56 7,831.37 24,834.05 13,553.34
Other Comprehensive Income (Net of Tax) 408.09 640.91 447.87 392.53
Total Comprehensive Income for the Year 22,095.65 8,472.28 25,281.92 13,945.87
Total Comprehensive Income attributable to:
Owners of the Company 22,668.41 9,470.13 - -
Non-controlling interest (572.76) (997.85) - -
Opening Balance of Retained Earnings 1,54,878.28 1,47,196.60 1,27,807.88 1,15,650.46
Net Profit for the Year 21,687.56 7,831.37 24,834.05 13,553.34
Re-measurements of post-Employment Benefit Obligation, net of Tax and Equity investment written off (215.60) 640.91 (5.83) 392.53
Share of Non-controlling interest in the Profit for the year 572.76 997.85
Change in share of Non- controlling interest after buy-back - -
Appropriations:
Dividend - - -
Dividend Distribution Tax - - -
Buyback of equity shares of the Company from retained earnings (8,122.95) (1,728.07) (8,122.95) (1,728.07)
Tax on buyback of equity shares of the Company - -
Transfer to/(from) Debenture Redemption Reserve - -
Transfer to/(from) Capital Redemption Reserve (290.53) (60.38) (290.53) (60.38)
Closing Balance of Retained Earnings 1,68,509.52 1,54,878.28 1,44,222.62 1,27,807.88
Earnings Per Share (EPS)
Basic 8.41 3.16 9.39 4.82
Diluted 8.41 3.16 9.39 4.82

3. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:

We stepped into this financial year 2021-22 witnessing the onset of the destructive second wave of the pandemic and a sharp fall in the recovery of economic activity across the globe including India. Media and Entertainment Industry, which is dependent on consumerism largely driven by the sentiment, had yet another setback.

With the second wave waning, we witnessed faster recovery in revenues than what we experienced post first wave. This momentum of recovery was accelerated by festive season and state elections despite third wave. We continued our efforts to remain competitive in the market by focusing on availability, credibility and business integrity. With our efforts to maintain market position without chasing unprofitable growth and prudent cost control measures, we saw a significant uptick in overall business performance of the Group.

Notwithstanding revenue performance and the continued cost control measures, the Company could not deliver better results as the newsprint prices skyrocketed which will adversely impact even the current financial year. We however, hope that the team will take this challenge also and mitigate its impact, though the current geopolitical conditions suggest that availability of newsprint and hence its prices are key risks to our expectations for the financial year 2022-23.

Not only print business but all other businesses also had a remarkable comeback post two waves of pandemic. Outdoor business which was supposed to be the last to recover gave a positive surprise and its performance was outstanding. Businesses of subsidiaries being largely dependent on metros for the profits reported high double digit growth in revenues but incurred some losses as they suffered even during the third wave restricting mobility and operations in big towns. Having said that, they reduced their losses and Radio business reported operating profit and generated cash from operations. Both the subsidiaries are expected to recover lost ground soon.

The Company continues to work towards prevention and containment of COVID-19 pandemic within organisation adopting all such measures as are required and feasible in light of its onerous duty to keep the society informed at all times. The endeavour was to protect its employees, hawkers, readers, distributors, vendors, and customers through issuance of comprehensive COVID-19 guidelines (sanitation, commuting, hygiene), regular sanitization of workplace, work from home facility, adherence to Government advisory and COVID appropriate behaviour.

CONSOLIDATED:

The Revenue from Operations was Rs.1,61,595.11 Lakhs for the year ended March 31, 2022 as compared to Rs.1,28,918.26 Lakhs in the previous year. The Companys profit for the year ended March 31, 2022 was Rs.21,687.56 Lakhs as compared to Rs.7,831.37 Lakhs in the previous year.

STANDALONE:

The Revenue from Operations was Rs.140,123.40 Lakhs for the year ended March 31, 2022 as compared to Rs.1,13,336.70 Lakhs in the previous year. The Companys profit for the year ended March 31, 2022 was Rs.24,834.05 Lakhs as compared to Rs.13,553.34 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 FULLY PAID-UP EQUITY SHARES OF THE COMPANY:

During the financial year under review, the Company completed its fourth consecutive buyback of equity shares in last four (4) financial years.

Pursuant to the receipt of approval of Board of Directors vide resolution dated March 02, 2021 and in accordance with the applicable provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, the Company bought back its equity shares from the open market through stock exchange mechanism i.e., using the electronic trading facilities of the stock exchanges where the Equity Shares of the Company are listed i.e., National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

The Buyback was undertaken by the Company to utilize the surplus cash optimally and reward the long-term shareholders, who have stood by the Company. The Buyback opened on March 08, 2021 and closed on August 16, 2021. The Company bought back 1,75,45,728 fully paid-up equity shares of face value of Rs.2/- each (representing 6.24% of the total number of outstanding equity shares of the Company pre-buyback), through open market through stock exchange mechanism, at an average price of Rs.58.14/- per equity share. The amount utilised was Rs.10,201 Lakhs (excluding transaction costs) as against the maximum buyback size of Rs.11,800 Lakhs (excluding transaction costs).

The Company has duly extinguished the bought back 1,75,45,728 fully paid-up equity shares of face value of Rs.2/- each and consequently, the issued, subscribed and paid-up share capital of the Company was reduced from Rs.5,624.00 Lakhs comprising 28,12,00,000 equity shares of Rs.2/- each to Rs.5,273.09 Lakhs comprising 26,36,54,272 equity shares of Rs.2/- each.

5. DIVIDEND:

In view of the outflow on the Buyback of shares and in order to conserve the financial resources, the Board does not recommend payment of dividend on the equity shares of the Company for FY 2021-22.

6. DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with the provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 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:

Details of credit rating assigned by CRISIL are intimated to the stock exchanges and are also uploaded on the Companys website at https://Jplcorp.in/new/Reports.aspx?CID=29

The details of credit rating are as under:

Rating Agency Instruments Period Rated Amount (in Rs.Crores) Rating Reaffirmed
CRISIL Non-convertible Debentures Long term rating 300 CRISIL AA+/Stable
Long term rating CRISIL AA+/Stable
Total bank loan facilities rated Short term rating 285 CRISIL A1 +
Commercial paper Short term rating 70 CRISIL A1 +

8. NON-CONVERTIBLE DEBENTURES:

During the financial year 2020-21, the Company had issued 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.

Details of the NCDs are as under:

Sr. No. Security Name No. of Debentures Face Value in Rs. Redemption Coupon Rate Listed on Amount in Rs.Crores
1. 8.35% JPL 2023 1,000 10,00,000 3 years, bullet 8.35% p.a. BSE 100
2. 8.45% JPL 2024 1,500 10,00,000 50% at the end of 3rd year ( 75 Crores) & 50% at the end of 4‘h year ( 75 Crores). 8.45% p.a. NSE 150
Total 2,500 250

These NCDs were raised to create liquidity buffer for contingency arising out of COVID-19 pandemic. The annual interest on the NCDs as due on April 21, 2022 and April 27, 2022 respectively was paid on time to the eligible debenture holders.

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.

I n accordance with the Information Memorandum and Debenture Trust Deed of the respective issues, the Company has also created the 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:

I n accordance with the provisions of the Act and Articles of Association of the Company, Mr. Sunil Gupta (DIN: 00317228) and Mr. Satish Chandra Mishra (DIN: 06643245) are the Directors liable to retire by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ii) Changes in Directors/Key Managerial Personnel:

a) Mr. Amit Dixit (DIN: 01798942) resigned as the NonExecutive, Non-Independent Director of the Company w.e.f. June 15, 2021 due to his other pre-occupations. Consequently, he also ceased to be the Member of the Audit Committee of the Board w.e.f. June 15, 2021. The Board had placed on record its appreciation for the valuable advice and guidance received from Mr. Dixit during his tenure as a Director of the Company.

b) At the 45th Annual General Meeting held on September 24, 2021 the Members approved the re-appointment of Mr. Mahendra Mohan Gupta (DIN: 00020451) as Chairman and Managing Director of the Company for a period of two (2) years with effect from October 01, 2021. Thereafter, or upon relinquishment of office by Mr. Mahendra Mohan Gupta as the Managing Director of the Company, whichever is earlier, he will continue as the Non-Executive Chairman of the Company for the remainder period, i.e. up to September 30, 2026.

c) At the 45th Annual General Meeting held on September 24, 2021 the Members approved the re-appointment of (i) Mr. Sanjay Gupta (DIN: 00028734), (ii) Mr. Dhirendra Mohan Gupta (DIN: 01057827), (iii) Mr. Sunil Gupta (00317228), and (iv) Mr. Shailesh Gupta (00192466), as Whole-time Directors of the Company for a period of five (5) years w.e.f October 01, 2021.

d) The Board of Directors, at its meeting held on October 25, 2021 had, subject to approval of members, approved the re-appointment of Mr. Satish Chandra Mishra (DIN: 06643245) as a Whole-time Director (Key Managerial Personnel) for a further period of 3 years w.e.f. January 01, 2022.

e) The Board of Directors, at its meeting held on February 08, 2022 had, subject to approval of members, approved the appointment of Mr. Sandeep Gupta (DIN: 00038410) as the Director liable to retire by rotation and also Whole-time Director of the Company for a period of five (5) years w.e.f. May 30, 2022. Mr. Sandeep Gupta was earlier working as an Executive President (Technical) of the Company.

f) Mr. Rajendra Kumar Agarwal has stepped down from Key Managerial Position of Chief Financial Officer of the Company. He has held this position upto October 31, 2021. The Board places on record its sincere appreciation for his valuable services and contribution during his long association with the Company.

g) Mr. Amit Jaiswal was appointed as Chief Financial Officer of the Company w.e.f. November 01, 2021. He is also the Company Secretary and Compliance Officer of the Company.

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

In accordance with the provisions of Section 149(6) of the Act and Regulations 16(1)(b) and 25 of the Listing Regulations the Independent Directors of the Company have given a written declaration to the Company confirming that they meet the criteria of independence as stipulated under Act and Listing Regulations, and also that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with the Listing Regulations, are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Disclosure regarding the skills/expertise/competence/proficiency possessed by the Directors is given in 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 all Independent Directors in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA"). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose, and the eligible Independent Directors have also undertaken and cleared the online proficiency self assessment test conducted by the IICA.

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 designed 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, the 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 understanding their mandate and accordingly discharging their duties and providing adequate oversight on key areas. The Chairman of the Company 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 emanating 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 the performance of the Directors and the Chair is satisfactory.

12. COMMITTEES OF THE BOARD:

The Company has in place an Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders Relationship Committee ("SRC"), Corporate Social Responsibility Committee ("CSR") and Risk Management Committee ("RMC") which have been constituted 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 etc. of different 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, the Nomination and Remuneration Policy of the Company as updated is attached hereto as Annexure-I to the Boards Report and is also uploaded on the Companys website at https:// Jplcorp.in/new/pdf/NRC_Policy_Final.pdf

14. MEETINGS OF THE BOARD:

Four (4) 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 on Consolidated Financial Statements read with the Ind-AS 28 on Accounting for Investments in Associates notified under Section 133 read with Section 129(3) of the Act, the Audited Consolidated Financial Statements are provided in the Annual Report.

The financial statements of the following Subsidiaries have been consolidated into the financial statements of the Company:

i) Midday Infomedia Limited ("MIL"), which is a wholly- owned subsidiary

ii) Music Broadcast Limited ("MBL")

In addition, share in Profit/Loss of the following Associates has been 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 aggregating to Rs.4 Crores in MIL by way of subscription of equity shares of MIL under a rights issue and has also extended a Letter of Comfort for working capital facility of Rs.8 Crores availed by MIL, in compliance with the applicable provisions of the Act. MIL continues to be a wholly-owned subsidiary of the Company.

In accordance with Regulation 16(1)(c) of the Listing Regulations, MBL has been identified as a material listed subsidiary of the Company. MIL continues to be an immaterial unlisted wholly-owned subsidiary.

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 Companys website at https://Jplcorp.in/new/pdf/POLICY_FOR_DETERMINING_ MATERIAL_SUBSIDIARIES_1.pdf.

16. 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 129, 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 statement 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 accounts of the Subsidiaries are available on the Companys website at: https://Jplcorp.in/new/ FinancialReports.aspx

17. 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, 2022 and the date of this Report.

18. RELATED PARTY CONTRACTS/ARRANGEMENTS:

All related party transactions that were entered into during the financial year were in the ordinary course of business of the Company and on arms length basis. There were no materially significant related party transactions entered into during the year by the Company 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 omnibus 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 and the Board on a quarterly basis, specifying the relevant details of the transactions.

The policy on dealing with related party transactions, as amended by the Board of Directors in light of the amendments to the Listing Regulations and the Act, is placed on the Companys website at https://Jplcorp.in/new/ pdf/Policy_on_Related_Party_Transactions.pdf.

In compliance with the provisions of Regulation 23(9) of the Listing Regulations, the Company submits disclosures of related party transactions in the format as specified by SEBI from time to time to the stock exchanges and also publishes the same on its website at https://jplcorp.in/new/Reports. aspx?CiD=27.

Since all related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis, Form AOC-2 as prescribed pursuant to Section 134 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The details of the transactions with related parties are provided in Note Nos. 31 and 32 to the standalone and consolidated financial statements respectively.

19. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls 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 in-scope processess.

20. 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.

21. 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. 30 and 31 to the standalone and consolidated financial statements respectively.

22. 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.

23. 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 Companys documented Risk Management Policy acts as an effective tool in identifying, evaluating and managing significant risks and prioritising relevant action plans in order to mitigate such risks.

The updated Risk Management Policy of the Company is uploaded on the Companys website at https://Jplcorp.in/ new/pdf/JPL-RMC_POLICY.pdf.

24. 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 more than 11,000 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 2021-22 are detailed in the Business Responsibility Report forming part of the Annual Report.

J PLs CSR approach is designed in line with the Saat Sarokaar. We have been persistently exploring novel opportunities and possibilities in the form of sustainable programs or projects for our CSR activities in order to create larger social impact and positive changes in the lives of the community and integrating social and environmental concerns in our business operations.

The outbreak of the COVID-19 pandemic around the world has been a destabilizing impact on all business operations and the society at a global level. The Company has constantly worked 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 is strategically leveraging the Groups 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.

For the financial year 2020-21, the Company had spent an amount of Rs.26.24 Lakhs out of the statutory obligation of Rs.688.24 Lakhs and had transferred Rs.680.00 Lakhs to Unspent Corporate Social Responsibility Account against the obligation of Rs.662.00 Lakhs on March 31, 2021. As on March 31, 2022, the Company has spent a total amount of Rs.458.18 Lakhs towards the ongoing project from Unspent Corporate Social Responsibility Account as above. The amount outstanding in the Unspent Corporate Social Responsibility Account shall be utilised in accordance with the provisions of the Act.

For the financial year 2021-22, the Company proposes to continue to carry various campaigns/initiatives towards promoting health care including preventive health care and sanitation ("Ongoing Project for FY 2021-22"). The Company has transferred the statutory obligation of Rs.552.00 Lakhs to the Unspent Corporate Social Responsibility Account for the financial year 2021-22. Such transferred amount shall be utilised in accordance with the provisions of the Act.

The Company has adopted the CSR policy keeping into account Section 135 of the Act read with the Rules made thereunder and Schedule VII to the Act. The salient features of Companys CSR policy and its details of expenditure on CSR activities during the financial year 2021-22 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 Companys website at https://Jplcorp.in/new/pdf/JP-CSR- POLICY-04032021.pdf.

25. ESTABLISHMENT OF VIGIL/WHISTLE-BLOWER I 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 Audit Committee from time to time. None of the employees/directors has been access to the Chairman of 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 Companys website at https://Jplcorp. in/new/pdf/JPL_Vigil_Mechanism_Whistle-blower_Policy. pdf.

During the financial year 2021-22, the management did not receive any complaint under the system.

26. 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. Periodical communication of this Policy is done through programs 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.

27. WEBLINK OF ANNUAL RETURN:

A weblink of Annual Return for the financial year ended March 31, 2022, in Form MGT - 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link https://Jplcorp.in/ new/FinancialReports.aspx.

28. AUDITORS & AUDITORS REPORT:

i) Statutory Auditors & Audit Report:

The term of M/s. Deloitte Haskins & Sells as Statutory Auditor of the Company shall be concluding, with the conclusion of the ensuing 46*h AGM of the Company. The firm has audited the financial statements of the Company for the year under review.

Accordingly, in compliance with the provisions of Section 139 of the Act and other applicable provisions and rules made thereunder, on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 30, 2022, has recommended the appointment of M/s. Price Waterhouse, Chartered Accountants LLP (FRN: 012754N/N500016), as the Statutory Auditors of the Company to hold office for term of 5 (five) years commencing from the conclusion of ensuing 46*h AGM of the Company to be held in the year 2022 till the conclusion of 51s* AGM to be held in the year 2027, subject to the approval of shareholders in the forthcoming 46th AGM of the Company.

There is no qualification, reservation or adverse remark or disclaimer made in the Auditors 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(12) of the Act.

ii) Secretarial Audit & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Adesh Tandon & Associates, Practicing Company Secretaries as Secretarial Auditors upto the financial year 2025-26. The Secretarial Audit Report in Form No. MR-3 for the financial year ended on March 31, 2022 is set out in Annexure-III to the Boards Report. In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained, from the Secretarial Auditors of the Company an Annual Secretarial Compliance Report, which was duly submitted to the stock exchanges and is also uploaded on the 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 of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act.

29. 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.

30. 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 Companys operations in future.

iii) There is no change in the nature of the business of the Company.

iv) The Board has in place the Code of Conduct for all the members of Board and team of 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 to the Company.

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, 2016 (31 of 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.

31. 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) 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) 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) Prepared the annual accounts on a going concern basis;

v) 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) Devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

32. 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-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

33. CORPORATE GOVERNANCE REPORT AND CORPORATE GOVERNANCE CERTIFICATE:

A Report on Corporate Governance as stipulated under Regulations 17 to 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 27 and Clauses (b) to (i) of Regulation 46(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 the Annual Report.

34. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report ("BRR") of the Company for the year under review describing initiatives taken by the Company from an environmental, social and governance perspectives as required under Regulation 34(2)(f) of the Listing Regulations, as amended from time to time, is set out separately and forms part of the Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Report on Management Discussion and Analysis for the year under review as required under Regulation 34(2)(e) of the Listing Regulations is set out separately and forms part of this Report.

36. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

Upon the 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 Companys website.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Companys procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Companys performance. Detailed presentations on the Companys businesses and updates on relevant statutory changes and important laws are also given in the meetings.

During the financial year 2021-22, familiarization program for Directors was held in February, 2022 to give an overview of Environmental, Social & Governance (ESG): Perspectives & Leading Practices. The details of familiarization program for Directors are posted on the Companys website at https://Jplcorp.in/new/Reports.aspx?CID=26).

37. PARTICULARS OF EMPLOYEES REMUNERATION:

i) The information as per the provisions of Section 197(12) of the Act, read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 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 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 terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure-IV to the Boards Report.

38. 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 Companys website at https://jplcorp. in/new/pdf/dividend_distribution_policy.pdf.

39. 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.

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:

Rs. in Lakhs
Year ended March 31, 2022 Year ended March 31, 2021
Foreign exchange earned 2,692.46 2,391.23
Foreign exchange outgo
i. Import of Raw Materials 10,642.70 11,393.63
ii. Import of stores and spares 1.10 -
iii. Import of Capital goods - 48.21
iv. Travelling Expenses 14.07 -
v. Other Expenses 566.18 254.56

40. 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 appreciation of 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 obliged and dedicated to discharge the onerous responsibility of dissemination of information and content to the readers without disruption even during outbreak of COVID-19.

The Company also pays homage to all those who have lost their lives due to the COVID-19 pandemic and acknowledges the hard-work and the heroic efforts of the doctors, paramedics and other front-line workers who are risking their lives every day to combat the pandemic.

For and on behalf of the Board
Place: Kanpur Mahendra Mohan Gupta
Date: May 30, 2022 Chairman and Managing Director