DIRECTORS' REPORT Dear Shareholders, The Directors have the pleasure in presenting the 39th Annual Report and Audited Accounts of the Company for the year ended on March 31, 2015. FINANCIAL HIGHLIGHTS During the year under review, the Company recorded consolidated revenue from operations of Rs. 176,976.18 Lakhs, PBIDTA of Rs. 47,846.70 Lakhs and Net Profit of Rs. 30,796.94 Lakhs as against revenue from operations of Rs. 170,273.44 Lakhs, PBIDTA of Rs. 42,919.55 Lakhs and Net Profit of Rs. 22,615.35 Lakhs in year 2013-2014. Report on Management Discussion and Analysis provides a detailed analysis of financial performance. DIVIDEND The Board of Directors at their meeting held on May 28, 2015 has recommended final dividend of Rs. 3.5 per equity share (175%) on 32,69,11,829 equity shares of face value of Rs. 2 each. The final dividend, if approved by the shareholders, will entail an outgo of Rs. 13,771.21 Lakhs towards dividend payout including taxes. FIXED DEPOSITS 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 DIRECTORS OR KMP'S APPOINTED AND RETIRED DURING THE YEAR APPOINTMENT/ RESIGNATION OF DIRECTORS In the 38th Annual General Meeting of the Company held on September 30, 2014 the shareholders appointed Mr. Akhilesh Krishna Gupta, Mr. Anuj Puri, Mr. Bharatji Agrawal, Mr. Dilip Cherian, Mr. Rajendra Kumar Jhunjhunwala, Mr. Shashidhar Narain Sinha, Mr. Vijay Tandon, Ms. Anita Nayyar, Mr. Jayant Davar, Mr. Ravi Sardana and Dr. Punita Kumar Sinha as the independent directors of the Company. All Independent Directors declared that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year Mr. Rashid Mirza, Mr. Gavin K. O' Reilly, Mr. Vikram Bakshi resigned from the Board of the Company on July 31, 2014 on account of their other commitments. Also, Dr. Punita Kumar Sinha resigned from the Board of the Company on March 30, 2015 to better balance her commitments. The Board has placed on record its appreciation for the valuable contribution made by the directors during their tenure. KEY MANAGERIAL PERSONNEL Mr. Mahendra Mohan Gupta, Chairman & Managing Director, Mr. Sanjay Gupta- CEO and Whole-time Director, Mr. Dhirendra Mohan Gupta- Whole-Time Director, Mr. Sunil Gupta- Whole-Time Director, Mr. Shailesh Gupta-Whole-Time Director, Mr. Satish Chandra Mishra- Whole-Time Director, Mr. R.K. Agarwal- Chief Financial Officer and Mr. Amit Jaiswal- Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel as per the provisions of Companies Act, 2013 and were already in office before the commencement of the Companies Act, 2013. No other director(s) or KMP(s) has (have) been appointed or retired or resigned during the financial year 2015. RETIREMENT BY ROTATION Mr. Dhirendra Mohan Gupta and Mr. Shailendra Mohan Gupta are directors liable to retire by rotation and being eligible offer themselves for reappointment. The brief resume of directors retiring by rotation but seeking reappointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies on which they hold directorship and / or membership / chairmanship of the committees of the Board, their shareholdings etc., as stipulated under clause 49 of the listing agreement with the Stock Exchanges, are given in section "Report on Corporate Governance" of the Annual Report. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Companies Act, 2013 and revised Clause 49 of the Listing Agreement mandate performance evaluation of all the Directors including Chairman, Board and its Committees. The Company has established a framework for performance evaluation in line with the applicable regulatory provisions. The Independent Directors reviewed the performance of Non-Independent Directors, the Chairman and the Board. The Nomination & Remuneration Committee evaluated the performance of the Independent Directors, Non-Independent Directors and the Chairman of the Company. Structured questionnaires were evolved and used by reviewers to assess (i) Board Effectiveness, (ii) Evaluation of Non-Independent Directors, (iii) Evaluation of Independent Directors, (iv) Evaluation of Committees (Audit, NRC, Stakeholder Relationship Committee & Corporate Social Responsibility and (v) Evaluation of Chairperson. The Board would use the results of evaluation process to improve its effectiveness in the interest of the Company. The Nomination & Remuneration Policy of the Company is attached herewith as Annexure I to the Director's Report. COMMITTEES OF THE BOARD The Company has several Committees which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board: > Audit Committee > Nomination & Remuneration Committee > Stakeholders Relationship Committee > Corporate Social Responsibility Committee 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' of the Company which forms part of the Annual Report. MEETINGS OF THE BOARD Six meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report. PERFORMANCE & FINANCIAL POSITION OF EACH OF THE SUBSIDIARY, ASSOCIATES AND CONSOLIDATED FINANCIALS: In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 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. Suvi Info Management (Indore) Private Limited iv. Shabda Shikhar Prakashan (Firm) In addition, share in Profit/Loss of 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 financial performance of the subsidiaries and associates companies are discussed in 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 Clause 41 of the Listing Agreement, the Company had prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report. The Annual Accounts of the subsidiary companies are 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 company would like to inform 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 hereof. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARY, JV, OR ASSOCIATE COMPANIES DURING THE YEAR Morn Media Limited (formerly known as Jagran Limited), which has not had any activity since long has ceased to be Associate Company of the Company w.e.f. September 29, 2014. RELATED PARTY CONTRACT AND ARRANGEMENT OF THE COMPANY All related party transactions that were entered during the financial year were in the ordinary course of business of the Company and were 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 such 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 were 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 40 and Note No 39 respectively to the standalone and consolidated financial statements. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to 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 Please refer to Note 43 and Note 42, to the standalone and consolidated financial statements respectively. LEGAL FRAMEWORK AND REPORTING STRUCTURE In consultation with the consultants of international repute, the company has set up the necessary framework, which is under implementation. Going forward, this will strengthen 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 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. 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 7000 students through schools and colleges at Kanpur, Noida, Lucknow, Dehradun and smaller towns of Kannauj, Aligarh, Basti and are establishing schools at Varanasi. The company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, etc. Pehel - The Initiative, a charitable institution dedicated to the social cause assists Company in identifying the opportunities of social significance and also monitors the utilization of Company's financial assistance for social cause, wherever required. The Company has adopted the CSR policy keeping into consideration 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 2015 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 <http://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 Whistle Blowers has been denied access to the Audit Committee. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the company at www.jplcorp.in <http://www.jplcorp.in>. (Weblink: <http://jplcorp.in/new/pdf/VIGIL_POLICY.pdf>) During the Financial Year 2014-2015, 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 rules made thereunder, your Company has constituted Internal Complaints Committee 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, 2015 in Form MGT-9 are set out in Annexure III to the Directors' Report. AUDITORS & AUDITORS' REPORT (a) Statutory Auditors & Audit Report M/s Price Waterhouse Chartered Accountant LLP, Statutory Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under for reappointment as Auditors of the Company. 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 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Adesh Tandon & Associates, Practicing Company Secretary for conducting Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report in Form MR-3 for the financial year March 31, 2015 is set out in Annexure IV to the Directors' Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark. DISCLOSURES No disclosure or reporting is required in respect of the following items as during the year under review: > No share (including sweat equity shares) to employees of the Company under any scheme was issued. > 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(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; b) t he directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 this Act 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) t he directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are operating effectively. To strengthen the system further and ensure strict compliance at the lowest level in the Company, online compliance tool is being set up. CORPORATE GOVERNANCE A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges 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 Clause 49 of the Listing Agreement. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges 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, among others. The terms and conditions of their appointment are disclosed on the website of the Company. The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company. Detailed presentations on the Company's businesses and updateson relevant statutory changes and important laws were given in the meetings. The details of familiarization program for Directors are posted on the Company's website www.jplcorp.in (weblink: <http://jplcorp.in/new/pdf/ORIENTATION_AND_> FAMILIARISATION_PROGRAMME.pdf) PARTICULARS OF EMPLOYEES REMUNERATION (i) I n terms of the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2014 as amended forms part of this Annual Report. I n terms of Section 136 of the Companies Act, 2013 the same is open for inspection at 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 is set out in Annexure V to the Director's Report. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO a) Conservation of Energy Although the operations of the Company are not energy intensive, steps are continually taken to conserve energy in all possible ways. b) Technology Absorption The Company has not imported any specific technology for its printing and publication operations, although it has advanced technology printing machines, which are handled by the Company's in-house technical team. c) Foreign Exchange Earnings and Outgo The details of earnings and outgo in foreign exchange are as under ACKNOWLEDGMENTS The Directors would like to express their sincere appreciation of 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 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 and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactorily and rewarding performance even in the challenging economic environment For and on behalf of the Board Mahendra Mohan Gupta Chairman and Managing Director Place: New Delhi Date: May 28, 2015 |