The Directors have the pleasure in presenting the 41st Annual Report and Audited Financial Statements of the Company for the year ended on March 31, 2017.
INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs, vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of Companies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. For the Company, Ind AS is applicable from April 1, 2016, with a transition date of April 1, 2015.
The summarised standalone and consolidated financial results of the Company for the financial year ended March 31, 2017 as compared to the previous year are as under:
(Amount Rs. in Lakhs)
March 31, 2017
March 31, 2016
March 31, 2017
March 31, 2016
Revenue from Operations
Other gains/(losses) - net
Profit before Interest, Depreciation, Prior Period Items and Tax
Less: Finance Cost
Less: Depreciation and Amortisation Expenses
Profit before Exceptional/Prior Period Items and Tax
Add/(Less): Share of Net profit/(Loss) of Associates
accounted for using the equity method
Profit Before Taxes (other than Exceptional Item)
Less: Tax Expense (other than exceptional item)
Profit for the Year (PAT) (before exceptional item)
Exceptional Item - Deferred Tax
Profit for the Year (PAT) (after exceptional item)
Other Comprehensive income (Net of Tax)
Total Comprehensive Income for the Year
Opening Balance of Retained Earnings
Net Profit for the Year
Profit on sale of treasury shares
Remeasurements of post employment benefit obligation, net of tax
Cancellation of additional share purchased from Music Broadcast Employee Welfare trust
Pursuant to Scheme of Arrangement of Suvi Info Management (Indore) Private Limited
Share of Non controlling interest in the profit for the year
Non controlling interest out of retained earnings
Dividend to Subsidiary Company
Dividend Distribution Tax
Transfer to/(from) Debenture Redemption Reserve
Closing Balance of Retained Earnings
In the year 2016-17, the Company recorded growth of 9.8% in revenue from operations and growth of 13.84% in Net Profit before exceptional items.
In the year 2016-17, the Company recorded growth of 6.81% in revenue from operations and growth of 16.4% in Net Profit.
For a detailed analysis of financial performance, refer to report on Management Discussion and Analysis.
BUYBACK OF SHARES:
On January 5, 2017, the Board approved a proposal for buyback of up to 1,55,00,000 equity shares of the Company for an aggregate amount not exceeding Rs.302,25,00,000 representing 4.74% of total number of equity shares in the issued, subscribed and paid-up share capital of the Company and being 24.32% of the total paid up equity share capital and free reserve as per the audited accounts of the Company as on March 31, 2016 at Rs.195 per equity share on a proportionate basis through the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made thereunder. The same was approved by members by passing Special Resolution on February 9, 2017 through postal ballot. The letter of offer was sent to all the Shareholders of the Company as on record date i.e. February 24, 2017. The Buyback offer opened on March 24, 2017 and closed on April 10, 2017. The settlement date for buyback was April 20, 2017 and extinguishment of shares was completed on April 21, 2017. The Company has bought back 1,55,00,000 equity shares for an aggregate amount of Rs.302,25,00,000/-. The number of Equity Shares outstanding post buyback are 31,14,11,829 shares of Rs.2/- each.
The Board of Directors of the Company has recommended a dividend of Rs.3/- per equity share (Face value Rs.2 per equity share) for the financial year ended March 31, 2017 amounting to Rs.11,244 Lakhs (inclusive of tax). The dividend payout is subject to approval of the members at the ensuing 41st Annual General Meeting.
SCHEME OF ARRANGEMENTS:
a) Scheme of Arrangement of Suvi-Info Management (Indore) Private Limited (Suvi):
The scheme of arrangement for amalgamation of Suvi-Info Management (Indore) Private Limited (Suvi) with Jagran Prakashan Limited (JPL) was sanctioned by the Hon’ble High Court of Allahabad by its order dated March 16, 2016 and the Hon’ble High Court of Bombay by its order dated December 2, 2016. The Scheme came into effect on December 27, 2016, which was the date on which a certified copy of the order of the High Court of Bombay and High Court of Allahabad sanctioning the Scheme was filed with the Registrar of Companies, Mumbai and the Registrar of Companies, Uttar Pradesh with appointed dated of January 1, 2016. SUVI was a wholly-owned subsidiary of the Company and therefore there was no issue of shares by the Company to the shareholders of SUVI.
b) Composite Scheme of Arrangement of Jagran Prakashan Limited, Crystal Sound & Music Private Limited, Spectrum Broadcast Holdings Private Limited, Shri Puran Multimedia Limited and Music Broadcast Limited:
The composite scheme of arrangement for amalgamation of Crystal Sound & Music Private Limited (Crystal) and Spectrum Broadcast Holdings Private Limited (Spectrum) with Jagran Prakashan Limited (JPL) and the demerger of radio business undertaking of Shri Puran Multimedia Limited (SPML) into Music Broadcast Limited (MBL) (referred to as “the Scheme”) was sanctioned by the Hon’ble High Court of Allahabad by its order dated September 22, 2016 and the Hon’ble High Court of Bombay by its order dated October 27, 2016. The Scheme became effective upon filing of the court orders with the respective Registrar of Companies of Uttar Pradesh on November 18, 2016 and Mumbai on November 17, 2016 with appointed dated of January 1, 2016.
In terms of the Scheme, business and undertaking of Spectrum and Crystal were transferred to and vested in favour of JPL. As Crystal was a wholly owned subsidiary of Spectrum, which in turn was a wholly owned subsidiary of JPL, therefore there was no issue of shares by JPL to the shareholders of Crystal and Spectrum.
Also, in terms of the Scheme, radio business undertaking of SPML, was transferred to and vested in favour of MBL and the shareholders of SPML were allotted 10 fully paid up equity shares of face value of Rs.10/- each of MBL for every 112 equity shares of SPML held by them.
As result of the above schemes, Suvi-Info Management (Indore) Private Limited, Crystal Sound & Music Private Limited and Spectrum Broadcast Holdings Private Limited subsidiaries of the Company ceased to be in existence.
INITIAL PUBLIC OFFER OF MUSIC BROADCAST LIMITED (MBL):
During the year under review, Music Broadcast Limited, subsidiary of the Company has completed its highly successful Initial Public Offer (IPO) and received an overwhelming response for the same, with an oversubscription of about 40 times. It clearly demonstrate leadership position of MBL in the space that has been attended and sustained over period of years, as a result of tireless efforts and systematic approach to the business of the management.
The equity shares of MBL were listed on both BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) on March 17, 2017.
IPO of MBL comprised of a fresh issue of 12,012,012 equity shares and an offer for sale of 2,658,518 equity shares by selling shareholders for Rs.333/- per equity share (inclusive of premium of Rs.323/- per share).
The Company has not accepted any deposit from public/shareholders in accordance with section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.
Details of credit rating assigned by CRISIL are given below:
Amount in Crores
CRISIL AA /Stable
Letter of Credit*
CRISIL AA /Stable
*fully inter changeable with bank guarantee
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Directors
Mr. Vikram Sakhuja was appointed as an Additional Director of the Company w.e.f. April 15, 2016 as per the provisions of Section 161 of the Companies Act, 2013. The Shareholders, in the 40th Annual General Meeting held on September 23, 2016, approved the appointment of Mr. Sakhuja as a Non-Executive Independent Director of the Company to hold office for a term up to Annual General Meeting to be held in the calendar year 2020.
Ms. Anita Nayyar was appointed as a Non-Executive Independent Director of the Company in the 38th Annual General Meeting held on September 30, 2014 for a period of 2 years whose term to be expired in the 40th Annual General Meeting. The Shareholders in its 40th Annual General Meeting held on September 23, 2016 approved the re-appointment of Ms. Nayyar as a Non Executive Independent Director of the Company to hold office for a term up to the Annual General Meeting to be held in the calendar year 2019.
RETIREMENT BY ROTATION:
Mr. Amit Dixit and Mr. Devendra Mohan Gupta are directors liable to retire by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.
The brief resume of directors retiring by rotation but seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies in which they hold directorship and/or membership/chairmanship of the committees of the Board, their shareholdings etc., as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is given in the Notice of the 41st Annual General Meeting.
RE-APPOINTMENT OF KEY MANAGERIAL PERSONNEL:
Mr. Mahendra Mohan Gupta - Chairman & Managing Director, Mr. Sanjay Gupta - Whole Time Director and CEO, Mr. Shailesh Gupta - Whole Time Director, Mr. Dhirendra Mohan Gupta - Whole Time Director and Mr. Sunil Gupta - Whole Time Director were re-appointed in the 40th Annual General Meeting of the Shareholders held on September 23, 2016 for a period of five years w.e.f. October 1, 2016.
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, provides a declaration that he/she meets the criteria of independence as provided under law.
In accordance with section 149(7) of the Act, each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence under section 149(7) of the Act.
ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Companies Act, 2013 and Listing Regulations mandate performance evaluation of the board and its committees, the Chairman and individual directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee (‘NRC’) of the Board of Directors has put in place a robust evaluation framework for conducting the exercise. During financial year 2016-17, NRC, with a view to augmenting the process, introduced some procedural amendments: questionnaires were circulated through an automated tool, refinements were made in questionnaires and peer evaluation was conducted for all the directors.
Performance evaluation of the board was done on key attributes such as composition, administration, corporate governance etc. Parameters for evaluation of directors included constructive participation in meetings, engagement with colleagues on the board. Similarly, committees were evaluated on parameters such as adherence to the terms of mandate, deliberations on key issues 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 optimize its overall effectiveness.
The evaluation process was anchored by an independent consultant to ensure independence, confidentiality and neutrality. A report on the evaluation process and the results of the evaluation was presented by the consultant to the Board.
The Nomination & Remuneration Policy of the Company is attached hereto as Annexure I to the Director’s Report.
COMMITTEES OF THE BOARD:
The Company has Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility Committee 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 relevant Committee are given in detail in the ‘Report on Corporate Governance’.
MEETINGS OF THE BOARD:
Seven meetings of the Board of Directors were held during the year. For further details, please refer to Report on Corporate Governance.
PERFORMANCE & FINANCIAL POSITION OF THE SUBSIDIARY, ASSOCIATES AND CONSOLIDATED FINANCIALS:
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 129(3) of the Companies Act, 2013, the Audited Consolidated Financial Statements are provided in the Annual Report.
The financial statements of following subsidiary companies have been consolidated with the financial statements of the Company.
i. Midday Infomedia Limited
ii. Naidunia Media Limited
iii. Music Broadcast Limited
In addition, share in Profit/Loss of the following Associate Companies has been accounted for in the financial statement of the Company.
i. Leet OOH Media Private Limited
ii. X-Pert Publicity Private Limited
The Company has no joint venture.
The financial performance of the subsidiaries and associate companies are discussed in the Report on Management Discussion & Analysis. Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the Listing Regulations, 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 form part of the Annual Report.
In accordance with section 136 of the Companies Act, 2013, the Annual Accounts of the subsidiaries, are available on the website of the Company and also open for inspection by any member at the Company’s Registered Office and 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 Company who may be interested in obtaining the same.
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 of Company and the date of this Report other than the buy back of 155,00,000 fully paid up Equity shares of Rs.2 each aggregating to Rs.302,25,00,000 at a price of Rs.195/- per equity shares.
RELATED PARTY CONTRACTS/ ARRANGEMENTS:
All related party transactions that were entered 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 during the year by the Company with the 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 approved by the Audit Committee is uploaded on the website of the Company at www.jplcorp. in.(weblink:http://jplcorp.in/new/pdf/RPT_policy.pdf).
Since all related party transactions entered by the Company were in the ordinary course of business and on an arm’s length basis, Form AOC-2 as prescribed pursuant to 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 No. 31 to the standalone and consolidated financial statements.
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 and no reportable material weakness in the process or operation was observed.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:
The details are provided in Note No. 30 to the standalone and consolidated financial statements.
LEGAL FRAMEWORK AND REPORTING STRUCTURE:
In consultation with the consultants of international repute, the Company has set up the necessary framework. 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.
RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:
In consultation with Ernst and Young LLP, the management has framed risk management policy and identified the key risks to the business and its existence. There is no risk identified that threatens the existence. For major risks, please refer to the section titled ‘Risks and Concerns’ of report on Management Discussion and Analysis.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
As a responsible corporate citizen, your Company supports a charitable trust, Shri Puran Chandra Gupta Smarak 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 underprivileged masses. Pehel has been working with various national and international organizations such as World Bank and UNICEF on various projects to effectively discharge the responsibilities entrusted by the Company. Shri Puran Chandra Gupta Smarak Trust under its aegis has also been imparting primary, secondary, higher and professional education to more than 8200 students through schools and colleges at Kanpur, Noida, Lucknow, Varanasi, Dehradun and smaller towns Kannauj and Basti. The Company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, sanitation, etc.
In the year 2014-15 and 2015-16, the Company has spent the entire prescribed amount of 2% of the average net profits of the Company made during the three immediately preceding financial years, on CSR activities. However, in the year 2016-17, the Company has spent Rs.5 Crores on its CSR activities, which was equivalent to 1.47% of average net profit before tax of the Company for last three financial years or 73.53% of the prescribed CSR Expenditure as against the required amount to be spent of Rs.6.80 Crores, as the Company did not get a suitable opportunity. The Company is in continuous process of evaluating strategic avenues for CSR expenditure. 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 Companies Act, 2013. The salient features of Company’s CSR policy and its details of expenditure on CSR activities during the financial year 2016-2017 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 corporate website www.jplcorp. in.(weblink:http://jplcorp.in/new/pdf/CSR_Policy_Final.pdf)
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 and corruption etc. at work place without fear of reprisal. The Company has established a whistle blower mechanism for the directors and employees. The functioning of the Vigil 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 Whistle Blower Policy are given in the Report on Corporate Governance and also available on the website of the Company at www.jplcorp.in.(weblink:http:// jplcorp.in/new/pdf/VIGIL_POLICY.pdf)
During the Financial Year 2016-2017, there was no complaint reported by any director or employee of the Company under this mechanism.
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. Frequent communication of this policy is done through the programs to the employees. The Company has constituted 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.
During the year under review, there were no complaints pertaining to sexual harassment.
EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2017 in Form MGT-9 are set out in Annexure III to the Directors’ Report.
AUDITORS & AUDITORS’ REPORT:
(a) Statutory Auditors & Audit Report:
As per Section 139 of the Companies Act, 2013 and the rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The Board of Directors of the Company at its meeting held on May 29, 2017 has recommended the appointment of Deloitte Haskins & Sells, Chartered Accountants, Kolkata (FRN 302009E) as the Statutory Auditors of the Company in place of Price Waterhouse Chartered Accountants LLP -Chartered Accountants, New Delhi, (FRN 012754N/ N500016) the retiring Statutory Auditors of the Company. Deloitte Haskins & Sells, Chartered Accountants, Kolkata (FRN 302009E) will hold office for a period of five consecutive years from the conclusion of the 41st Annual General Meeting of the Company, till the conclusion of the 46th Annual General Meeting to be held in the year 2022, subject to the approval of the shareholders of the Company.
In terms of provisions of section 139 of the Companies Act, 2013, Deloitte Haskins & Sells, Chartered Accountants, Kolkata (FRN 302009E) have furnished a certificate that their appointment, if made, will be within the limits prescribed under the said section of the Act. As required under Regulation 33 of the Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
There is no adverse comment in the Auditor’s Report, needing explanation.
(b) Secretarial Audit & Secretarial Audit Report:
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2016-2017. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2017 is set out in Annexure IV to the Directors’ Report.
The observations as contained in the Secretarial Audit Report are self explanatory and needs no further clarifications.
(i) No share (including sweat equity shares) to employees of the Company under any scheme was issued.
(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.
DIRECTORS’ RESPONSIBILITY STATEMENT:
In accordance with the requirements of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departure from the same;
b) 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;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) 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
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
A Report on Corporate Governance as stipulated under Regulations 17 to 27 of Listing Regulations is set out separately and forms part of the Annual Report. The Company has been in compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to 27 of Listing Regulations.
BUSINESS RESPONSIBILITY REPORT:
The ‘Business Responsibility Report’ (BRR) of the Company for the year under review as required under Regulation 34(2)(f) of the Listing Regulations is set out separately and forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as required under Regulation 34 of Listing Regulations is set out separately and forms part of the Annual Report.
FAMILIARIZATION PROGRAMME FOR DIRECTORS:
Upon appointment of a new Independent Director, the Company issues a formal letter of appointment which inter alia sets out in detail, the terms and conditions of appointment, their duties, responsibilities and expected time commitments, amongst others. The terms and conditions of their appointment are disclosed on the website of the Company.
The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Company’s performance. Detailed presentations on the Company’s businesses and updates on relevant statutory changes and important laws are also given in the meetings.
Familiarization programme for directors was held on November 25, 2016 to give an overview of and update on Goods And Service Tax. The details of familiarization program for Directors are posted on the Company’s website (weblink: http://jplcorp. in/new/pdf/ORIENTATION_AND_FAMILIARISATION_ PR0GRAMME_25112016.pdf).
PARTICULARS OF EMPLOYEES REMUNERATION:
(i) The information as per the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is provided separately forming part of this Annual Report. Further, the Report and Financial Statement 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 sub-section (12) of Section 197 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 Director’s Report.
DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy as adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders of the Company as required under Regulation 43A of the Listing Regulations, is set out separately and forms part of the Annual Report and is also available on the Company’s website, at http:// jplcorp.in/new/pdf/dividend_distribution_policy.pdf.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) Conservation of Energy
The Operations of the Company are not energy intensive; steps are continually taken to conserve energy in all possible ways.
The Company has undertaken several initiatives in the areas of energy efficiency across locations to conserve the energy. 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.
- Installation of rainwater harvesting structures at our locations.
- Use of R-22 refrigerant in our air conditioners which has a lower global warming potential.
b) Technology Absorption
We absorbed a technology for scheduling of advertisements. It resulted in decreasing of process time and has centralized 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 minimized. This has also helped us in distribution of advertisement materials all across publications seamlessly and more effectively.
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 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, 2017 Chairman and Managing Director