Jagran Prakashan Ltd Directors Report.

Dear Shareholders,

The Directors have the pleasure in presenting the 43rd Annual Report and Audited Financial Statements of Jagran Prakashan Limited ("JPL" / "the Company") for the financial year ended on March 31,2019.

1. FINANCIAL RESULTS:

The summarised standalone and consolidated financial results of the Company along with appropriation to reserves for the financial year ended March 31,2019 as compared to the previous year are as under:

(Rs. in Lakhs)

Consolidated Standalone
Particulars Year ended March 31, 2019 Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31,2018
Revenue from Operations 236,265.18 230,398.22 193,987.64 189,794.94
Other Income 4,077.79 4,670.18 2,513.10 2,678.94
Expenditure 182,891.58 172,083.52 153,269.25 142,958.85
Profit before Finance Costs, Depreciation and Tax 57,451.39 62,984.88 43,231.49 49,515.03
Less: Finance Costs 2,585.08 2,711.43 1,967.30 1,200.65
Less: Depreciation and Amortisation Expenses 12,791.95 13,607.61 7,476.89 8,235.13
Profit before share of Net Profits of Associates and Tax 42,074.36 46,665.84 33,787.30 40,079.25
Add: Share of Net Profit of Associates accounted for using the equity method 50.94 3.86
Profit Before Taxes 42,125.30 46,669.70 33,787.30 40,079.25
Less: Tax Expense 14,702.28 15,572.06 11,796.10 13,477.95
Profit for the Year (PAT) 27,423.02 31,097.64 21,991.20 26,601.30
Other Comprehensive Income (Net of Tax) (180.58) (39.50) (152.65) (23.49)
Total Comprehensive Income for the Year 27,242.44 31,058.14 21,838.55 26,577.81
Total Comprehensive Income attributable to:
Owners of the Company 25,875.96 29,944.18
Non-controlling interest 1,366.48 1,113.96
Opening Balance of Retained Earnings 122,103.36 104,655.31 98,455.94 83,380.09
Net Profit for the Year 27,423.02 31,097.64 21,991.20 26,601.30
Re-measurements of post-Employment Benefit Obligation, net of Tax (96.68) 32.49 (86.11) 28.78
Share of Non-controlling interest in the Profit for the year (1,366.48) (1,113.96)
Change in share of Non- controlling interest after buy-back 3,334.94 -
Appropriations:
Dividend (8,892.35) (9,342.35) (8,892.35) (9,342.35)
Dividend Distribution Tax (1,827.85) (1,901.88) (1,827.85) (1,901.88)
Transfer to/(from) Debenture Redemption Reserve (250.00) (1,013.89) - -
Transfer to/(from) Capital Redemption Reserve (300.00) (310.00) (300.00) (310.00)
Closing Balance of Retained Earnings 140,127.96 122,103.36 109,340.83 98,455.94

2. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS:

i) Consolidated:

The turnover of the Company was 236,265.18 Lakhs for the year ended March 31,2019 as compared to 230,398.22 Lakhs in the previous year. The Company’s profit for the year ended March 31,2019 was 27,423.02 Lakhs as compared to 31,097.64 Lakhs in the previous year.

ii) Standalone:

The turnover of the Company was 193,987.64 Lakhs for the year ended March 31,2019 as compared to 189,794.94 Lakhs in the previous year. The Company’s profit for the year ended March 31,2019 was 21,991.20 Lakhs as compared to 26,601.31 Lakhs in the previous year.

For a detailed analysis of the financial performance, refer to the Report on Management Discussion and Analysis, forming part of this Report.

3. BUY-BACK OF FULLY PAID-UP EQUITY SHARES OF THE COMPANY:

Pursuant to the receipt of approval of Members vide special resolution, passed through Postal Ballot and e-voting, in July 2018, the Company completed yet another buy-back of 15.000. 000 fully paid-up equity shares of face value of 2/- each (representing 4.82% of the total number of outstanding equity shares of the Company) at a price of 195/- per equity share. The amount utilised was 29,250 Lakhs, excluding incidental expenses, on a proportionate basis through the tender offer route.

The Company has duly extinguished the bought-back 15.000. 000 equity shares of 2/- each. Accordingly, the issued, subscribed and paid-up share capital of the Company was reduced from 6,228.24 Lakhs comprising 311,411,829 equity shares of 2/- each to 5,928.24 Lakhs comprising 296,411,829 equity shares of 2/- each.

4. DIVIDEND:

The Board of Directors of the Company has recommended a dividend of 3.5/- per equity share (175% on face value of 2/- per equity share) for the financial year ended March 31, 2019, amounting to approximately 10,375 Lakhs (and a tax of approximately 2,056 Lakhs). The dividend payout is subject to approval of the Members at the ensuing 43rd Annual General Meeting.

5. DEPOSITS:

The Company has not accepted any deposit from public / shareholders in accordance with Section 73 of the Companies Act, 2013 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.

6. CREDIT RATING:

Details of credit rating assigned by CRISIL are given below and are also uploaded on the Company’s website at https://jplcorp.in/new/Reports.aspx?CID=29:

Facility Rated Amount in Crores Rating
Cash credit* 175 CRISIL AA+/ Stable
Letter of Credit* 110 CRISIL A1+/Stable
Commercial Paper 70 CRISIL A1 +
Non-Convertible Debentures 300 CRISIL AA+/Stable

*total bank loan facility rated.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Retirement by Rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sunil Gupta (DIN: 00028734) 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) Appointment of Directors / Key Managerial Personnel during the year:

a. The Board, at its Meeting held on October 31, 2018 approved the re-appointment of Mr. Satish Chandra Mishra (DIN: 06643245) as a Whole-time Director of the Company for a further period of three (3) years with effect from January 01,2019 subject to the approval of the Members at the ensuing Annual General Meeting.

b. Pursuant to the Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which has been inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, ("the Amendment Regulations"), the Members vide Special Resolution passed on March 10, 2019 through Postal Ballot and e-voting, approved the continuation of holding of office by Mr. Vijay Tandon (DIN: 00156305) as a Non-Executive Independent Director till the completion of his present term i.e. up to the conclusion of the Annual General Meeting of the Company in the calendar year 2019 and also his re-appointment as a Non-Executive Independent Director for a second term up to the conclusion of the Annual General Meeting of the Company in the calendar year 2024 or the expiry of 5 (five) years, whichever is earlier.

iii) Re-appointment of Independent Directors whose term of office is expiring at the ensuing Annual General Meeting:

The Independent Directors of the Company viz. Mr. Anuj Puri (DIN: 00048386), Mr. Dilip Cherian (DIN: 00322763), Mr. Jayant Davar (DIN: 00100801), Mr. Ravi Sardana (DIN: 06938773) and Mr. Shashidhar Narain Sinha (DIN: 00953796), were appointed at the Annual General Meeting held on September 30, 2014 for a term of five (5) years in line with the provisions of the Act including the Rules made thereunder and the erstwhile Listing Regulations. Being eligible, the Board recommends to the shareholders the re-appointment of the above Independent Directors.

iv) Cessation / Appointment of Independent Directors at the ensuing Annual General Meeting:

a. Ms. Anita Nayyar (DIN: 03317861), Independent Woman Director, was appointed for a first term of two years under the Act at the Annual General Meeting held on September 30, 2014 and for a second term of three years at the Annual General Meeting held on September 23, 2016. Accordingly, the second term of appointment under the Act of Ms. Anita Nayyar is completing at the ensuing Annual General Meeting. The Board has placed on record its appreciation for the valuable contribution made by her as Director of the Company.

b. Mr. Rajendra Kumar Jhunjhunwala (DIN: 00073943) has conveyed to the Board that due to personal reasons he does not seek re-appointment for a second term under the Act. The Board has placed on record its appreciation for the valuable contribution made by him as Director of the Company.

c. The Board, after recommendation by the Nomination and Remuneration Committee, recommends to the shareholders the appointment of Mr. Shailendra Swarup (DIN: 00167799) as an Independent Director on the Board of the Company.

Brief profiles and other requisite details as stipulated under Listing Regulations and the Secretarial Standard-2 on General Meetings ("Secretarial Standard-2") of the Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting are annexed to the Notice convening the Annual General Meeting.

8. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board after appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he / she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he / she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations, and 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 and are independent of the management.

9. ANNUAL EVALUATION OF THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS (INCLUDING CHAIRMAN OF THE COMPANY):

Pursuant to the provisions of the Act and the Listing Regulations, annual performance evaluation is to be carried out of the Board and its Committees, the Chairman and Individual Directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee of the Board of Directors ("NRC") has put in place a robust evaluation framework for conducting the performance evaluation exercise. During the financial year 2018-19, NRC, for further improving the evaluation process, made certain amendments in the questionnaires.

Performance evaluation of the Board was done on key attributes such as composition, administration, corporate governance, independence from Management, review of performance as against the agreed business plans etc. 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 adherence to the terms of mandate, deliberations on key issues, reporting to the Board etc. The Chairman of the Company was evaluated on leadership, guidance to the Board and overall effectiveness. Responses submitted by Board Members were collated and analysed. Improvement opportunities emanating from this process were considered by the Board to optimise its overall effectiveness.

The evaluation process was anchored by an independent professional agency of international repute to ensure independence, confidentiality and neutrality. A report on the evaluation process and the results of the evaluation were presented by the agency to the Board.

10. COMMITTEES OF THE BOARD:

The Company has in place an Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders Relationship Committee ("SRC") and Corporate Social Responsibility Committee ("CSR") which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes. Pursuant to the Amendment Regulations, top 500 listed entities determined on the basis of market capitalisation, as at the end of the immediate previous financial year shall constitute the Risk Management Committee ("RMC"). As JPL is one amongst the top 500 listed entities, to comply with the aforesaid amendment, the Board, at its meeting held on February 01,2019, constituted the RMC.

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.

11. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy of the Company was modified by the Board of Directors at its meeting held on February 01, 2019 in light of the Amendment Regulations. In accordance with Section 134(3) of the Act, the amended Policy is attached hereto as Annexure-I to the Board’s Report and is also uploaded on the Company’s website at https://jplcorp.in/new/pdf/NRC Policy Final.pdf

12. 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.

13. SUBSIDIARIES, ASSOCIATES AND 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.

During the year under review, the Company made an additional strategic investment on September 04, 2018 in the equity shares of MMI Online Limited ("MMI") through acquisition by way of purchase of 1,828,300 equity shares of 10/- each, at a price of 25.98/- per equity share, aggregating to 475 Lakhs. This constitutes 37.41% of MMI’s share capital. The shareholding of Company in MMI post acquisition increased to 44.92% from 7.51%. Accordingly, MMI became an Associate of the Company in terms of Section 2(6) of the Act.

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

i) Midday Infomedia Limited ("MIL")

ii) Music Broadcast Limited ("MBL")

In addition, share in Profit / Loss of the following Associates 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 (w.e.f. September 04, 2018)

The Company has no joint ventures.

In December 2018, MBL completed a buy-back of 1,745,079 equity shares at an average price of 326.61/- per equity share from the open market through stock exchange mechanism, and accordingly utilised 5,699.63 Lakhs (excluding transaction costs) towards the buy-back of shares. Pursuant to the buy-back, the shareholding of the Company in MBL has increased from 70.58% to 72.81%.

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 Company’s website at https://jplcorp.in/new/pdf/POLICY FOR DETERMINING MATERIAL SUBSIDIARIES 1.pdf.

14. 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 forming part of the Annual Report.

In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Company’s website and also open for inspection by any Member at the Company’s Registered Office. The Company will make available these documents and the related detailed information upon request by any Member of the Company or any Member of its Subsidiary, who may be interested in obtaining the same.

15. ACQUISITION BY MUSIC BROADCAST LIMITED, SUBSIDIARY OF THE COMPANY:

i) The Board of Directors of MBL, at its meeting held on May 27, 2019, subject to entering into definitive binding agreements, has approved:-

a. Proposed investment, the terms of which are being finalised, in Reliance Broadcast Network Limited ("RBNL") by way of a preferential allotment for a 24% equity stake for a consideration of 202 Crores; and

b. On receipt of all regulatory approvals, proposed acquisition of the entire stake held by the promoters of RBNL basis an enterprise value of 1,050 Crores after making adjustment for variation, if any, on the basis of audited accounts for the year ended March 31,2019.

RBNL operates the BIG FM Radio network with 58 Stations across India, which reaches out to 1,200+ towns and 50,000+ villages and over 30 Crores Indians across the country. BIG FM is one of India’s most awarded radio networks and has been the pioneer of innovative formats like storytelling with shows like Yaadon Ka Idiot Box with Neelesh Misra, and boasts of some of the most popular celebrity radio shows in the country like Suhana Safar with Annu Kapoor.

MBL’s Radio City and RBNL’s BIG FM have complementary offerings with limited overlap. The combined network will have 79 Stations making it the largest radio network in India.

ii) The Board of Directors of MBL, at its meeting held on April 23, 2018, approved the acquisition of Radio Business Undertaking of Ananda Offset Private Limited, engaged in Radio Broadcasting Business under brand name "Friends 91.9 FM" in Kolkata through a slump sale subject to receipt of approval from the Ministry of Information and Broadcasting. Subsequent to the year-end, in May 25, 2019, MBL and Ananda Offset Private Limited have mutually agreed to terminate the Business Transfer Agreement in view of uncertainty in receipt of regulatory approval.

16. 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 31,2019 and the date of this Report.

17. 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 arm’s 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 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 at its meeting held on February 01,2019 in light of the Amendment Regulations is placed on the Company’s website at https://jplcorp.in/new/pdf/RPT policv.pdf.

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-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. 29 and 30 to the standalone and consolidated financial statements respectively.

18. 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.

19. INTERNAL AUDITOR:

M/s. Ernst & Young LLP are the Internal Auditors of the Company. The terms of reference and scope of work of the Internal Auditors is as approved by the Audit Committee. The Internal Auditors monitor and evaluate the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee.

20. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186 OF THE ACT:

The details of Loans, Guarantees and Investments within the meaning of Section 186 of the Act are provided in Note Nos. 28 and 29 to the standalone and consolidated financial statements respectively.

21. LEGAL FRAMEWORK AND REPORTING STRUCTURE:

In consultation with a professional agency of international repute, the Company has set up a compliance tool for monitoring and strengthening compliance of the laws applicable to JPL, which is updated regularly for amendments / modifications in applicable laws from time to time. This has strengthened the compliance at all levels in the Company under supervision of the Compliance Officer, who has been entrusted with the responsibility to oversee its functioning.

22. 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 Policy and has also identified the key risks to the business and its existence. 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 Risk Management Policy is uploaded on the Company’s website at https://iplcorp.in/new/pdf/Policy-RMC.pdf.

23. 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 organising workshops/seminars to voice different social issues, health camps / road shows for creating awareness on the social concerns and helping the underprivileged. Pehel has been working with various national and international organisations such as World Bank and UNICEF on various projects to effectively discharge the responsibilities entrusted by the Company. 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. The Company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, sanitation, etc.

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 2018-19 are detailed in Business Responsibility Report forming part of the Annual Report.

In the financial years 2014-15 and 2015-16, the Company spent the entire prescribed amount of 2% of the average net profits of the Company on CSR activities. In the financial year 2016-17, the Company spent 500 Lakhs on its CSR activities out of the prescribed amount of 685 Lakhs (1.46%). In the financial year 2017-18, the Company has spent 200 Lakhs on its CSR activities out of the prescribed amount of 817.80 Lakhs. The shortfall in expenditure during the years 2016-17 and 2017-18 was due to non-availability of suitable opportunities.

The Company contributed an amount of 300 Lakhs as CSR expenditure, as against 200 Lakhs spent in the previous year 2017-18, to the Trust towards setting up and / or expansion of schools / colleges and / or running and maintenance of existing schools and colleges under the brand name of Jagran Public School / Colleges under aegis of the Trust, out of the statutory obligation of 819.35 Lakhs for the financial year 2018-19. Further, the Company did not make any other CSR contribution in anticipation of the requirement of funds by the Trust in the financial years 2019-20 and FY 2020-21.

As a socially responsible company, the Company is committed to increase its CSR impact over the coming years, with its aim of playing a larger role in India’s sustainable development by embedding wider economic, social and environmental objectives.

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 Company’s CSR policy and its details of expenditure on CSR activities during the financial year 2018-19 as required under the Act read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-II. The CSR Policy is also uploaded on the Company’s website at https://jplcorp.in/new/pdf/CSR Policy Final.pdf.

24. 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 victimisation of employees. The Company has established a vigil / whistle-blower mechanism for the directors and employees. The functioning of the vigil / whistle-blower mechanism is reviewed by the Audit Committee from time to time. None of the employees / directors have been denied access to the Audit Committee. The Vigil Mechanism / Whistle-blower Policy of the Company was amended by the Board in March 2019, in light of the recent amendments introduced

through the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2019. 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 website at https://jplcorp.in/new/pdf/JPL Vigil Mechanism Whistleblower Policy.pdf.

During the financial year 2018-19, there was no complaint reported by any director or employee of the Company under this mechanism.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013, read with the Rules made 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, 2013, which is responsible for redressal of Complaints related to sexual harassment. No complaint on sexual harassment was received during the year under review.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at March 31, 2019 in Form MGT-9 is set out in Annexure-III to the Board’s Report.

27. AUDITORS & AUDITORS’ REPORT:

i) Statutory Auditors & Audit Report:

Pursuant to provisions of Section 139 of the Act and Rules made thereunder, Deloitte Haskins & Sells, Chartered Accountants, Kolkata (FRN 302009E) being eligible, were appointed as Statutory Auditors of the Company for a term of five (5) years, to hold office from the conclusion of the 41st Annual General Meeting of the Company held on September 28, 2017, till the conclusion of the 46th Annual General Meeting to be held in the year 2022.

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.

ii) Secretarial Audit & Secretarial Audit Report:

Pursuant to 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 to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report in Form No. MR-3 for the financial year March 31,2019 is set out in Annexure-IV to the Board’s 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.

The observations as contained in the Secretarial Audit Report are self-explanatory and need no further clarifications.

28. 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.

29. 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 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 Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

30. 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.

31. 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), Secretarial Standard-3 (Secretarial Standard on Dividend) and has also voluntarily complied with Secretarial Standard-4 (Secretarial Standard on Report of the Board of Directors), to the extent applicable, issued by the Institute of Company Secretaries of India.

32. CORPORATE GOVERNANCE AND CORPORATE GOVERNANCE CERTIFICATE:

A Report on Corporate Governance as stipulated under Regulations 17 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 this Report.

33. 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 is set out separately and forms part of the Annual Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

35. FAMILIARISATION 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 website.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarise 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.

During the financial year 2018-19, familiarisation programme for directors was held to give an overview of and update on the amendments introduced by the Kotak Committee on Listing Regulations and Gap Analysis and its impact on JPL, key changes in Prohibition of Insider Trading Regulations, 2015 and the Companies (Amendment) Ordinance, 2018. The details of familiarisation program for Directors are posted on the Company’s website, https://jplcorp.in (web link: https://jplcorp.in/new/Reports.aspx?CID=26).

36. PARTICULARS OF EMPLOYEES REMUNERATION:

i) The information as per the provisions of Section 197(12) of the Companies Act, 2013, 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 Companies Act, 2013 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure-V to the Board’s Report.

37. DIVIDEND DISTRIBUTION POLICY:

The Dividend Distribution Policy as adopted sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of

dividend to the shareholders, as required under Regulation 43A of the Listing Regulations, forms part of the Annual Report and is also placed on the Company’s website at https://jplcorp.in/new/pdf/dividend distribution policy.pdf.

38. 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; steps are being continually 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 towards optimum utilisation of all natural resources. Some of these initiatives include:

• Replacement of conventional lighting with LED lighting across our locations.

• Installation of star-rated energy efficient air conditioners.

• Installation of energy meters for monitoring energy consumption of major electrical equipment.

• Using printing equipment that runs on spray dampening technology, which consumes half the water as compared to brush dampening technology.

• Using Vio-Green Plate Technology (waterless chemistry) to save water.

• Installation of rainwater harvesting structures at our locations.

• Installation of ETP (Effluent Treatment Plant) for treating and reusing waste water for non-potable uses like gardening, cleaning, in flush system etc.

ii) Technology Absorption:

Technology absorption is a continuing process. In the financial year 2016-17, we adopted a technology for scheduling of advertisements. It resulted in decreasing of process time and has centralised and ensured better co-ordination among Editorial and Production functions. This mode provides synergy in planning multiple locations and different editions together by central team. The page taking time of hours was reduced to minutes. Reporting modules were made strong after the implementation of this technology. Chances of printing of wrong advertisements have been minimised. This has also helped us in distribution of advertisement materials all across publications seamlessly and more effectively. Further, in the current year the Company has adopted a system based ad. Inventory optimisation which will bring efficiency in form of either increased ad revenues or newsprint saving.

iii) Foreign Exchange Earnings and Outgo:

The details of earnings and outgo in foreign exchange are as under:

in Lakh)

Year ended March 31, 2019 Year ended March 31, 2018
Foreign exchange earned NIL NIL
Foreign exchange outgo
i. Import of Raw Materials 24,825.02 20,079.21
ii. Import of stores and spares 138.41 -
iii. Import of Capital goods 553.52 414.60
iv. Travelling Expenses 40.71 64.42
v. Other Expenses 99.50 86.76

39. ACKNOWLEDGEMENTS:

The Directors would like to express their sincere appreciation for the cooperation and assistance received from the

Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates, Suppliers as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation 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. Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company.

For and on behalf of the Board
Place : New Delhi Mahendra Mohan Gupta
Date : May 29, 2019 Chairman and Managing Director