Jagran Prakashan Ltd Directors Report.

Dear Shareholders,

The Directors have the pleasure in presenting the 44th Annual Report and Audited Financial Statements of Jagran Prakashan Limited ("JPL" / "the Company") for the financial year ended on March 31, 2020.

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, 2020 as compared to the previous year are as under:

(Rs in Lakhs)

Particulars

Consolidated

Standalone

Year ended March 31,2020 Year ended March 31,2019 Year ended March 31,2020 Year ended March 31,2019
Revenue from Operations 209,731.86 236,265.18 177,224.50 193,987.64
Other Income 3,225.00 4,077.79 1,762.83 2,513.10
Expenditure 166,469.61 182,891.58 139,733.38 153,269.25
Profit before Finance Costs, Depreciation and Tax 46,487.25 57,451.39 39253.95 43,231.49
Less: Finance Costs 3,334.08 2,585.08 2,057.32 1,967.30
Less: Depreciation and Amortisation Expenses 14,576.28 12,791.95 8,367.60 7,476.89
Profit before share of Net Profits of Associates and Tax 28,576.89 42,074.36 28,829.03 33,787.30
Add: Share of Net Profit of Associates accounted for using the equity method 2.03 50.94
Profit Before Taxes 28,578.92 42,125.30 28,829.03 33,787.30
Less: Tax Expense 488.90 14,702.28 2,600.69 11,796.10
Profit for the Year (PAT) 28,090.02 27,423.02 26,228.34 21,991.20
Other Comprehensive Income (Net of Tax) (371.56) (180.58) (369.92) (152.65)
Total Comprehensive Income for the Year 27,718.46 27,242.44 25,858.42 21,838.55
Total Comprehensive Income attributable to:
Owners of the Company 26,963.64 25,875.96
Non-controlling interest 754.82 1,366.48
Opening Balance of Retained Earnings 140,127.96 122,103.36 109,340.83 98,455.94
Net Profit for the Year 28,090.02 27,423.02 26,228.34 21,991.20
Re-measurements of post-Employment Benefit Obligation, net of Tax (276.01) (96.68) (299.69) (86.11)
Share of Non-controlling interest in the Profit for the year (754.82) (1,366.48)
Change in share of Non- controlling interest after buyback - 3,334.94
Appropriations:
Dividend (10,374.41) (8,892.35) (10,374.41) (8,892.35)
Dividend Distribution Tax (2,132.50) (1,827.85) (2,132.50) (1,827.85)
Buyback of equity shares of the Company from retained earnings (6724.05)*

-

(6,724.05)

-

Tax on buyback of equity shares of the Company (83.82) - (83.82) -
Transfer to/(from) Debenture Redemption Reserve (371.53) (250.00) - -
Transfer to/(from) Capital Redemption Reserve (304.24) (300.00) (304.24) (300.00)
Closing Balance of Retained Earnings 147,196.60 140,127.96 115,650.46 109,340.83
Earnings Per Share (EPS)
Basic 9.32 8.65 8.94 7.30
Diluted 9.32 8.65 8.94 7.30

*Approx. Rs 3067.10 Lakhs were utilised from the general reserve for the Buyback.

2. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

i) Consolidated

The turnover of the Company was Rs 209,731.86 Lakhs for the year ended March 31, 2020 as compared to Rs 236,265.18 Lakhs in the previous year. The Companys profit for the year ended March 31, 2020 was Rs 28,090.02 Lakhs as compared to Rs 27,423.02 Lakhs in the previous year.

ii) Standalone

The turnover ofthe Company was Rs 177,224.50 Lakhs for the year ended March 31, 2020 as compared to Rs 193,987.64 Lakhs in the previous year. The Companys profit for the year ended March 31, 2020 was Rs 26,228.34 Lakhs as compared to Rs 21,991.20 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. BUYBACK OF FULLY PAID-UP EQUITY SHARES OF THE COMPANY

During the financial year, the Company completed its third consecutive buyback of equity shares of the Company in last three (3) financial years.

Pursuant to the receipt of approval of Board of Directors vide resolution dated December 09, 2019 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 return surplus funds to the shareholders and help optimise returns to shareholders. The Buyback opened on December 16, 2019 and closed on February 24, 2020. The Company bought back 15,211,829 fully paid-up equity shares of face value of Rs 2/- each (representing 5.13% of the total number of outstanding equity shares of the Company), through open market through stock exchange mechanism, at an average price of Rs 66.37/- per equity share. The amount utilised was Rs 10,095 Lakhs, excluding incidental expenses.

The Company has duly extinguished the bought-back 15,211,829 equity shares of Rs 2/- each. Accordingly, the issued, subscribed and paid-up share capital of the Company was reduced from Rs 5,928.24 Lakhs comprising 296,411,829 equity shares of Rs 2/- each to Rs 5624.00 Lakhs comprising 28,12,00,000 equity shares of Rs 2/- each.

4. DIVIDEND

During the financial year, the Company incurred a payout of approx. Rs 10,095 Lakhs pursuant to the buyback as discussed above and also made payment of dividend of approx. Rs 12,507 Lakhs (inclusive of dividend distribution tax of approx. Rs 2,132.50 Lakhs) as approved by the shareholders of the Company at the annual general meeting held on September 27, 2019 for the financial year 2018-19, the total payout constituting approx. 78% of the Profit before Tax for this financial year.

I n view of the above and impact of COVID-19 pandemic, the Board does not recommend any dividend on the equity shares of the Company to conserve financial resources.

5. DEPOSITS

The Company has not accepted any deposit from public / shareholders in accordance with 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.

6. CREDIT RATING

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

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

*total bank loan facility rated.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES

Subsequent to year end, the Company has 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. The first issue opened and closed on April 21, 2020. The date of allotment of NCDs was April 21, 2020. The second issue opened and closed on April 24, 2020 and the NCDs were allotted on April 27, 2020. Details of the NCDs are as under:

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

These NCDs were raised to create liquidity buffer for contingency arising out of COVID-19 pandemic.

8. 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. Amit Dixit (DIN: 01798942) and Mr. Devendra Mohan Gupta (DIN: 00226837) 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 during the year

a. The Members, at the Annual General Meeting held on September 27, 2019 approved the appointment of Mr. Shailendra Swarup (DIN: 00167799) as an Independent Director of the Company for a period of five (5) years with effect from September 27, 2019.

b. Ms. Anita Nayyar (DIN: 03317861) and Mr. Rajendra Kumar Jhunjhunwala (DIN: 00073943) ceased to be Directors of the Company w.e.f. September 27, 2019 due to completion of their term as Independent Directors of the Company. The Board has placed on record its appreciation for the valuable contribution made by them as Directors of the Company.

c. Based on the recommendation of the Nomination and Remuneration Committee, the Board, at its Meeting held on November 13, 2019 appointed Ms. Divya Karani (DIN: 01829747) as an Additional Woman Independent Director of the Company for a period of five (5) years with effect from November 13, 2019 subject to approval by the Members at the ensuing Annual General Meeting, as per provisions of Section 161 of the Act.

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

Mr. Vikram Sakhuja (DIN: 00398420), Independent Director of the Company, was appointed at the Annual General Meeting held on September 23, 2016 for a term of five (5) years in line with the provisions of the Act including the Rules made thereunder and the erstwhile Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Being eligible, the Board recommends to the shareholders the re-appointment of Mr. Vikram Sakhuja.

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 / regularised at the ensuing Annual General Meeting are annexed to the Notice convening the Annual General Meeting.

9. 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 Regulations 16(1)(b) and 25 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 Regulations 16(1)(b) and 25 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, are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity. 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.

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. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the databank. The Independent Directors to whom the provisions of proficiency test are applicable will take the said online proficiency self-assessment test in due course.

10. 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 done for the Board, 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 evaluation framework for conducting the performance evaluation exercise. During the financial year 2019-20, the NRC, for further improving the evaluation process, made certain amendments in criteria of evaluation for improvement.

Performance evaluation of the Board was done on key attributes such as composition, administration, corporate governance, independence from Management and review of performance. 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 and reporting to the Board. 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 and analyzed and improvement

opportunities emanating were noted 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.

11. 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 established 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.

12. NOMINATION AND REMUNERATION POLICY

In accordance with Section 134(3) 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

13. 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.

14. 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.

The financial statements of the following Subsidiaries have been consolidated into 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

The Company has no joint ventures.

During the year, the Company has purchased 1,135,980 equity shares of Rs 2/- each of MBL from time to time, at an average rate of Rs 33.98/-. Pursuant to the purchase of shares, the shareholding of the Company in MBL has increased from 72.81% as on March 31, 2019 to 73.21% as on March 31, 2020.

In March 2020, MBL completed a bonus issue in the proportion of 1:4, i.e. 1 (One) bonus equity share of Rs 2/- each for every 4 (Four) fully paid-up equity shares held by the members of MBL, as on record date of March 13, 2020. The Company was allotted 50,595,572 bonus equity share of Rs 2/- each by MBL.

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

15. 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 forms part of the Annual Report.

I n accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Companys website and also open for inspection by any Member at the Companys 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.

16. 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, approved the proposed investment in Reliance Broadcast Network Limited ("RBNL"), by way of a preferential allotment for a 24% equity stake for a consideration of Rs 202 Crores. Further, on receipt of all regulatory approvals, the Board of Directors of MBL also approved the proposed acquisition of the entire stake held by the promoters of RBNL basis an enterprise value of 1050 Crores after making adjustment for variation, if any, on the basis of audited accounts for the year ended March 31, 2019.

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

As per the definitive binding agreements, long stop date for closing of transaction has since expired and the approval of Ministry of Information and Broadcasting ("MIB") has also not yet been received. MBL and RBNL may mutually discuss and decide course of action once approval of MIB is received. MBL has not acquired any stake in the equity share capital of RBNL as on the date of this Report.

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 (AOPL), engaged in Radio Broadcasting Business under the brand name "Friends 91.9 FM" in Kolkata, through a slump sale, subject to receipt of approval from the Ministry of Information and Broadcasting ("MIB").

On May 24, 2019, MBL and AOPL mutually agreed to terminate the BTA in view of uncertainty in receipt of regulatory approval from MIB.

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, 2020 and the date of this Report, other than continuing impact of pandemic COVID-19. For further details on the impact of COVID-19, please refer to the Report on Management Discussion and Analysis and Note No. 2 to the standalone and consolidated financial statements respectively.

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 on a quarterly basis, specifying the relevant details of the transactions. The policy on dealing with related party transactions is placed on the Companys website at https://jplcorp.in/new/pdf/RPT_policy.pdf.

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.

20. 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 are as 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 within the meaning 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 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.

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 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 Companys website at

https://jplcorp.in/new/pdf/Policy-RMC.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 organising workshops/seminars to voice different social issues, health camps / road shows for creating awareness on the social concerns and helping the underprivileged. The Trust, under its aegis, has also been imparting primary, secondary, higher and professional education to about 12,000 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 2019-20 are detailed in Business Responsibility Report forming part of the Annual Report.

As a socially responsible corporate citizen, JPL has been persistently exploring novel opportunities and possibilities in the form of sustainable programs or projects for its CSR activities in order to create larger social impact and positive changes in the lives of community, keeping in line with the Saat Sarokar. For the financial year 2019-20, the Company contributed an amount of Rs 250 Lakhs through Jagran Pehel - a Division of Shri Puran Chandra Gupta Smarak Trust as CSR expenditure towards promotion of organic farming in rural areas, out of the statutory obligation of Rs 793 Lakhs. The Company chose to spend its CSR funds in a new area of CSR in order to bring a positive change in the livelihood of farmers and help improve health and nutritional status of communities.

The Company has been supporting promotion of education through the Trust and has been making regular contribution towards the cause. However, the expenditure for the financial year 2019-20 was deferred by the Trust and it did not require funds to meet its requirement. The Company did not make any other CSR contribution due to limited availability of the sustainable programs or projects which meet the vision of the Company.

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 2019-20 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 Companys website at

https://jplcorp.in/new/pdf/CSR_Policy_Final.pdf.

25. 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 / whistleblower 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 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 Companys website at https://jplcorp.in/new/pdf/JPL_Vigil_Mechanism_Whistle-

blower_Policy.pdf.

During the financial year 2019-20, there was no complaint received by the Company.

26. 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.

27. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section (3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at March 31, 2020 in Form MGT-9 is set out in Annexure-III to the Boards Report.

The said return is also 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

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 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.

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 2019-20. The Secretarial Audit Report in Form No. MR-3 for the financial year March 31, 2020 is set out in Annexure-IV 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.

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

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 Section 148(1) of the Act is not applicable to the Company.

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) 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.

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), 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.

33. 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.

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 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 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 2019-20, familiarization program for Directors was held in January 30, 2020 to give an overview of and update on the roles, functions and duties of Independent Directors, important legislative changes in the Act and Listing Regulations and corporate governance and risk management. 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-V 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 stabilising 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 31,2020 Year ended March 31,2019
Foreign exchange earned 1,959.64 NIL
Foreign exchange outgo
i. Import of Raw Materials 2,7353.13 24,825.02
ii. Import of stores and spares 2.81 138.41
iii. Import of Capital goods 327.96 553.52
iv. Travelling Expenses 19.82 40.71
v. Other Expenses 413.09 99.50

40. 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 discharging the onerous responsibility of dissemination of information and content to the readers without disruption despite outbreak of CoVID-19, for which they deserve to be greeted wholeheartedly.

For and on behalf of the Board
Place : Kanpur Mahendra Mohan Gupta
Date : May 29, 2020 Chairman and Managing Director