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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Jain Irrigation Systems Ltd.

Mar 31, 2025

The Board of Directors are pleased to present its Report
for the financial year ended 31st March, 2025. During the
year, the Company demonstrated operational resilience
amidst a challenging business environment influenced
by climate variability and domestic market headwinds as
also General Elections related slow down. While the overall
standalone revenue declined by 14.7% year-on-year, the
Company maintained profitability and posted a stable
EBITDA of '4,710 million, supported by improved working
capital efficiencies and enhanced operating cash flows.
The performance in the piping and hi-tech agri segments,
particularly in international markets, remained strong.
With optimism surrounding a recovery in rural demand,
supported by government infrastructure spending and
anticipated agricultural growth, the Company enters the
new fiscal year with renewed focus on sustainable growth,
financial prudence, and long-term value creation.

A] Operations

1) Financial Highlights (standalone)

The FY25 financial performance is captured in below table:

Particulars	2024-25	2023-24
Domestic & Export Sales (Net)	30,625.12	36,020.34
Domestic & Export Services (Net)	1179.93	1,468.35
Other Operating Income	785.13	722.71
Sub Total	32,590.18	38,211.40
Other Income	173.48	85.33
Total Income	32,763.66	38,296.73
Operating Profit	4,883.37	5,208.98
Interest and Finance Charges	2916.87	2,922.50
Depreciation and Amortisation	1590.14	1,493.33
Profit before taxation and exceptional items	376.36	793.15
Exceptional Items	-	-
Profit/(loss) before tax	376.36	793.15
Provision for Tax	Â	Â
Current Tax Provision	-	-
Deferred Tax Asset/(Liability)	129.2	237.65
Profit/(Loss) for the year before Prior Period Expenses	247.16	555.5
Prior Period Items-Income/ (Expenses)	-	-
Profit/(Loss) for the year	247.16	555.5
Earnings per Share	Â	Â
Basic	0.36	0.83
Diluted	0.35	0.79

2) State of affairs of the Company

a) Â Â Â Standalone: FY 25

In FY25, the Hi-Tech Agri segment recorded a marginal
revenue decline of 3.6%, reflecting the continued
strategic reduction in project-based business. However,
the Company witnessed strong performance in the retail
segment & especially in exports, which contributed to a
healthy EBITDA growth of 12.4% over the previous year.
The EBITDA margin of the Hi-Tech segment expanded
to 18.7%, supported by an improved product mix, cost
optimisation and higher operational efficiency. The
Tissue Culture business also remained a strong and
stable contributor to the segment.

The Plastic segment witnessed a decline of 26.2%
in revenue, primarily due to prolonged monsoon,
muted retail demand and a general slowdown in the
construction and agri-input sectors. The EBITDA of
this segment decreased by 35.9%, and the margin
contracted to 9.5%. However, international operations
provided some stability amid domestic challenges.

Despite a 14.7% reduction in overall standalone revenue,
the Company maintained strong focus on liquidity and
operating discipline, resulting in improved working
capital management and cash flow. The Company
continues to pivot toward a more retail-centric and
export-oriented revenue model to reduce dependency
on high working capital-intensive project business. The
total order book at the end of FY25 stood at '9,993
million, comprising '4,018 million for Hi-Tech Agri Input
Products, '3,561 million for Agro Processing, and '2,414
million for Plastic Products. The Company remains
committed to further deleveraging, sustaining profitable
growth, and driving its strategic transition toward higher-
margin segments.

b) Â Â Â Consolidated: FY 25

During FY25, the Company reported consolidated
revenues of '57,793 million, a decline of 6.0% over
the previous year, mainly due to softness in domestic
demand and conscious downsizing of project-based
business. Despite this, the consolidated EBITDA stood
at '7,168 million, translating to an EBITDA margin
of 12.4%, reflecting efficient cost management and
stronger performance in key segments.

The Hi-Tech Agri segment showed resilience, with
revenue declining only 3.6% while EBITDA grew by 11.8%
and margins expanded to 18.8%. The performance was
driven by export growth, better product mix and focused
retail engagement. The Plastic segment recorded a

revenue decline of 17.5%, impacted by weak demand in the domestic market, while EBITDA declined by 22.7%, with
margins compressing to 10.5%. International operations, however, remained stable.

The Agro Processing segment emerged as a strong performer, registering a revenue growth of 7.9%, supported by
robust exports and sustained contribution from European markets. However, EBITDA declined by 18.7% due to increased
raw material costs and subdued domestic sales, resulting in margin contraction.

The consolidated order book as on 31st March, 2025 stood at '18,565 million, including '4,018 million for Hi-Tech Agri
Input Products, '11,736 million for Agro Processing, and '2,811 million for Plastic Products. The Company continued
its disciplined approach to working capital management, which, along with focused deleveraging efforts, contributed to
improved operating cash flows.

The outlook for FY26 remains positive, with expectations of a normal monsoon, improved rural sentiment, and enhanced
government focus on agriculture and infrastructure. The Company remains steadfast in its strategy to strengthen core
segments, improve profitability, and create sustainable value for all stakeholders.

3) Â Â Â a) Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy with respect to SEBI notification dated 8th July, 2016 and
the detailed policy is available on our website atÂ https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Dividend_
Policy.pdf

b) Dividend

The Directors in their meeting held on 14th May, 2025 did not recommend to shareholders' a Dividend on Ordinary and
DVR Equity Shares of '2.00 each, in view of meagre profit for the year ended 31st March, 2025.

Under Resolution Plan (2022 - 2028) Company is restricted from declaring Dividends anyway..

4) Â Â Â Capacity Expansion and Capital Expenditure

The Company has continued its pre-decided maintenance Capex. The following table shows the Capex incurred for
maintenance during the year.

Segment Name	Net Capex FY 2025Â ('Â in Million)
Hi-Tech	948.57
Plastics	186.89
HO and Others	342.14
Gross Capex	1477.6
Less Assets (sale/ Discarded)	(336.68)
Net Capex	1140.92

Out of the above ' 780 million is growth capex.

5) List of Awards/ Recognition - Financial Year 2024-25

The Company has received the following awards and accolades during the FY 2025.

Year Name &
Nature of
Award /
Recognition
/ Ranking/
Felicitation

6) Material developments in Human Resource

The past fiscal year has been marked by significant strides
in our human resources initiatives, all contributing to our
overarching goal of driving organizational excellence.
From strategic workforce planning and talent acquisition
to employee development and well-being, HR has played
a pivotal role in navigating challenges and capitalizing
on opportunities. Looking ahead, we remain dedicated
to cultivating an inclusive and dynamic workplace where
talent thrives and capabilities flourish. Our commitment
to harnessing the full potential of our human capital will
undoubtedly continue to propel us toward sustained
success in a rapidly evolving landscape.

Our Philosophy and Culture

At JISL, we are more than just a company; we are a
collaborative ecosystem built on the diverse strengths of
talented individuals. Our mission is to cultivate a vibrant
pool of minds, grounded in the belief that continuous
learning and skill development are paramount. This
deeply held principle, championed by our founder,
emphasizes that true potential is realized through the
knowledge gained and creativity fostered via robust
training. Within JISL, we strive to create an environment
where every employee can achieve their full potential,
contributing significantly to our collective achievements.

Talent Acquisition and Development

This year, we significantly expanded our reach through
strategic social media campaigns, effectively connecting
with a highly relevant talent pool. These efforts were
particularly focused on attracting professionals in the
burgeoning fields of Sustainable Agtech and Piping
Solutions.

Our unwavering commitment to excellence drives our
pursuit of maintaining a high-performance organization.
To this end, we initiated several projects meticulously
designed to unlock the boundless potential within our
supervisory and managerial cadres. JISL is dedicated
to empowering its employees, both professionally and
personally, providing them with the necessary tools and
support to fulfill their aspirations and embrace their
responsibilities with unwavering dedication.

We are relentless in our pursuit of excellence in training,
constantly evolving and crafting programs that ignite a
passion for continuous learning. These programs are
seamlessly integrated with our adaptable production
systems, fostering a synergistic environment for
success. Beyond productivity, JISL has introduced "flexi
jobs," a novel approach empowering our operational
workforce to explore and acquire a multitude of skills,
transforming them into well-rounded individuals. This
ingenious strategy not only fosters personal growth
but also serves as an antidote to the fatigue and stress
associated with monotonous tasks, ensuring invigorated
teams and peak performance through job rotation.

In FY 2024-25, our commitment to employee
development yielded significant results:

Participants: 16,162

Training Hours: 58,699

Average Training Hours per Associate: 7.77

Work Culture and Employee Well-being

Our work culture serves as the bedrock upon which JISL
thrives. It is a culture that prioritizes trust, a fundamental
cornerstone of any successful endeavor. We cultivate
a deep sense of organizational commitment, ensuring
every member feels a strong sense of belonging and
purpose. Furthermore, JISL fosters a profound sense of
satisfaction associated with work well done, where hard
work is celebrated, and accomplishments are genuinely
recognized. We emphasize work-life balance, striving to
create an environment where associates can achieve
their professional goals while maintaining fulfilling
personal lives.

The well-being of our employees remains a paramount
priority. Recognizing the direct correlation between
employee engagement and organizational success,
we have implemented various initiatives to enhance
workplace satisfaction and foster a sense of belonging.
Beyond routine activities, this year saw the successful
execution of several key employee welfare programs:

Awareness Programs:

o Heart Health:Â A renowned Heart Surgeon from
Spandan Heart Hospital conducted a detailed
session on the prevention and management of
heart disease.

o Tobacco Awareness:Â On No Tobacco Day, Dr.
Nitin Vispute, Director of Chetana De-addiction
Centre, guided associates on the adverse effects
of tobacco and strategies for avoidance.

o Yoga Day:Â Mr. Subhash Jakhete of Bihar School of
Yoga provided guidance on exercises specifically
beneficial for neck, lumbar, and shoulder health,
particularly for those with sedentary jobs.

o Voting Awareness:Â An awareness campaign
was conducted to educate associates on the
importance of exercising their voting rights at both
Central and State elections.

Enhanced Safety:Â Thirteen new ambulances were
either added or replaced in our fleet, significantly
enhancing the safety and rapid response capabilities
for our associates.

Laptop Distribution:Â Recognizing the growing
importance of technology in higher education,
the Company procured and distributed laptops to
children of associates aspiring for advanced studies.

Employee Engagement and Recognition

Beyond welfare, we actively cultivate a vibrant and
cohesive environment:

Team Bonding Activities:Â Employees participated
in engaging games and activities designed to foster
unity and enhance problem-solving skills.

Festival Celebrations:Â Events such as Holi, Pola,
Janmashtami, Diwali, and Women's Day were
celebrated collectively, fostering a strong sense of
togetherness and community.

Sports Achievements:Â Our dedication to holistic
development translated into significant sports
triumphs:

oÂ Both our men's and women's teams secured the
Inter-Corporate Carrom Championship in Delhi.
oÂ The Jain Supremos Carrom team triumphed in the
Deccan Premier Carrom League.
oÂ The Jain Irrigation Cricket team won the first
prize in the A Division of the Times Shield Cricket
Tournament.

Diversity, Equity, and Inclusion (DEI)

Promoting diversity, equity, and inclusion (DEI) has been
instrumental in driving innovation and fostering a culture
of profound respect. We have taken proactive measures
to ensure our workforce accurately reflects the diversity
of the communities we serve, embedding DEI principles
into every facet of our HR practices. By actively
embracing diverse perspectives and experiences, we
have significantly enriched our organizational dynamics
and strengthened our reputation as an employer of
choice.

Compliance and Ethical Standards

Upholding stringent ethical standards and strict
compliance with regulatory frameworks forms the
bedrock of our HR practices. We have continually
strengthened governance mechanisms to safeguard
employee rights and privacy, thereby reinforcing trust
and transparency throughout our workforce. Adherence
to these ethical guidelines has cultivated a corporate
culture grounded in integrity, laying a solid foundation
for sustainable growth.

Workforce Strength and Recruitment

Given the company's rapid growth trajectory, recruitment
remains a continuous process focused on identifying,
selecting, and onboarding the right talent for current and
future roles.

Total Associates (as of March 31, 2025): 7,551
Gross Additions (FY 2024-2025): 1541

B] Subsidiaries & Associate

1) Jain Farm Fresh Foods Limited - Subsidiary

a) Standalone

The Company recorded revenues of ' 6,591 million in
FY 2025 as against ' 6,713 million in FY 2024, showing a
marginal decline of 1.8% YoY. The net domestic revenue
stood at ' 2,966 million compared to ' 3,021 million in
the previous year, reflecting a minor decline of 1.8%.

Export revenue, reaching '3,625 million in FY 2025 from
'3,692 million in FY 2024, reflecting minor decline of
1.8%, reinforcing the Company's strong international
presence and market demand.

Earnings before depreciation, interest and tax (EBITDA)
stood at '826 million in FY 2025 compared to '997 million
in FY 2024. Despite cost and demand-side pressures,
the Company maintained operational strength, driven by
its export performance and cost optimization initiatives.
Profit/(loss) from ordinary activities before tax stood at
a loss of '197 million in FY 2025 compared to a profit
of '23 million in FY 2024. Net loss after tax was '138
million for FY 2025 as against a net profit of '10 million
in the previous year.

Despite near-term financial headwinds, the said
Company continues to focus on margin-accretive
export business, rationalization of costs, and enhanced
operational efficiencies. Strategic investments in
processing capabilities and a diversified product
portfolio position the Company for sustainable growth
in the coming years.

b) Consolidated

The consolidated food business of the Group reported
revenues of '18,877 million in FY 2025 as compared to
'17,501 million in FY 2024, reflecting a flat YoY, largely
attributable to subdued domestic consumption and
cost inflation. EBITDA stood at '1,747 million in FY 2025
as compared to '2,090 million in FY 2024, indicating
operational stability and consistency in performance
across geographies.

Finance cost for the year was '1,308 million, higher than
'1,193 million in the previous year, reflecting an increase
of 10% YoY due to elevated interest rate conditions and
working capital requirements. The Group reported a loss
before tax from continuing operations of '334 million in
FY 2025 compared to a profit of '138 million in FY 2024.
Net loss stood at '280 million for FY 2025 as against a
net profit of '110 million in FY 2024.

While the financial performance was impacted by
subdued domestic consumption and inflationary
pressures, the business remains fundamentally
strong. With a strategic emphasis on exports, process
integration, and global customer base expansion, the
Group is poised for long-term value creation.

2) Jain Processed Foods Trading and Investment
Private Limited (âJPFTIPLâ) - Subsidiary

JPFTIPL is owned 100% by JISL. The main business of
the Company is trading and dealing in food stuff and
food products of every description and to carry on the
business of a holding and an investment Company.
Revenue of the Company was ' 7.45 million in FY 2024Â¬
25 (PY Nil). JPFTIPL had other income ' 2.99 million in
FY 2024-25 as against ' 2.65 million in FY 2023- 24. The
Company had a net profit ' 0.18 million in FY 2024-25 as
against net loss ' 0.02 million in FY 2023- 24.

3) Â Â Â Sustainable Agro-Commercial Finance Limited
(SAFL) - Associate

SAFL is focusing its activities on Farm and Farmer only
and operates in the rural & semi-urban geographies of
India. SAFL is currently operating across the states of
Maharashtra, Karnataka and Madhya Pradesh.

During the year 2024-25, SAFLs financial performance
details are as follows:

The Revenue from operations for FY 25 was ? 240
million, as against ? 20 million for FY 24. Other income
for the year FY 25 was ? 18 million, as against '68 million
for FY 24.

Employee cost was ? 85 million for FY 25, as against
? 91 million for FY 24. The finance cost for FY 25 was
recorded at ? 18.4 million as against ? 193 million for FY
24. Net profit for FY 25 was ? 37 million as against profit
of ? 11 million of FY 24.

4) Â Â Â Operations of Subsidiaries & SPV's

The Statement containing salient features of the
financial statements of overseas subsidiary companies
is attached in AOC-1 at Annexure II-Part A (b).

a) Â Â Â Operating subsidiaries

Information on operations and performance of
operating subsidiaries is covered in the section
MANAGEMENT DISCUSSION AND ANALYSIS
elsewhere in this Annual Report at Annexure V

b) Â Â Â SPV's

Information of SPV's is covered in the section
MANAGEMENT DISCUSSION AND ANALYSIS
elsewhere in this Annual Report at Annexure V

C] Credit Ratings:

During the year the Credit Rating agency, CRISIL rated
the Company as follows:

Rating Action by CRISII-

Total Bank Loan Facilities Rated	? 2,730 Crore
Long Term Rating	CRISIL BBB-/Stable (Reaffirmed)
Short Term Rating	CRISIL A3 (Reaffirmed)
? 814 Crore Non - convertible	CRISIL BBB-/Stable
Debentures	(Reaffirmed)

D] Issue of Warrants:

Pursuant to approval of Shareholders and regulators
of the Company had issued 4,27,86,430 Equity Share
Warrants to Promoter and Non Promoter at a conversion
price of ? 46.64 each. The same were fully converted on
pre decided price and terms are as follows:

The 25% proceeds* received as a deposit against
Equity Share Warrants was used to repay interÂ¬
corporate deposits to its associates Sustainable Agro
Commercial Finance Ltd (SAFL) (an NBFC) to enable
SAFL to become debt free and avoid cross default risk
and release Corporate Guarantee of Company. The 75%
proceeds of the allotment shall be used to finance the
fund requirement, to strengthen its capital base & meet
other short & medium term obligations & address its
working capital requirement on a long term basis.

* (As per Monitoring Agency report)

E] Governance disclosures

1) Employee Stock Option Plan (ESOP)

i) Â Â Â JISL Employees ESOPâs Trust:

On recommendation and approval of JISL Employees
ESOP's Trust, the ESOP Allotment Sub-committee of
the Company in its meeting held on 24^thÂ February,
2025 transferred 2,94,000 Equity Shares out of
18,96,429 Equity Shares held by Trust to eligible
employees (on "Off Marketâ basis), who had paid
the Exercise Price of ? 35/share amounting to
? 1,02,90,000. Subsequently on 11th March, 2025,
8,35,485 Equity Shares amounting to ? 2,92,41,975
and on 31st March, 2025, 3,68,200 Equity Shares
amounting to ? 1,27,12,000 were transferred to eligible
employees on "Off Marketâ basis. The loan extended
by the Company to the trust was repaid to the extend
of the proceeds received from the ESOP Remaining
3,98,744 Equity Shares are yet to be exercised by the
employees. All these shares had been purchased by
the Trust in FY 2019 and FY 2020.

ii) Â Â Â JISL ESOP, 2011/ 2018 (Primary Route)

a]Â The ESOP Allotment Sub-committee of the
Company at its meeting held on 2nd December,
2024 approved issue and allotment of 25,89,400
Equity Shares out of 43,56,000 to eligible
employees who had completed vesting period and
paid the exercise price of ? 32.40/share amounting
to ? 8,38,96,560. Later on 21st February, 2025
balance 17,66,600 Equity shares were issued and
allotted to eligible employees on receipt of exercise
price of ? 32.40/share amounting to ? 5,72,37,840
in total.

The proceeds received on allotment were used
to meet short & medium term obligations and
address working capital requirement of the
Company.

Sr.	Name of Allottee	No. of Warrants	No. of Shares	Conversion Price	Amount (?)
1)	Stocks & Securities (I) Pvt.Ltd.	1,63,21,607	1,63,21,607	46.64	76,12,39,750
2)	Alpha Alternatives Structured Credit Opportunities Fund	1,41,14,572	1,41,14,572	46.64	65,83,03,638
3)	Pinkstone Ventures LLP	70,57,286	70,57,286	46.64	32,91,51,819
4)	Tritiya Ventures LLP	52,92,965	52,92,965	46.64	24,68,63,887
Â	Total	4,27,86,430	4,27,86,430	Â	1,99,55,59,094

Sr.	Particulars	ESOP 2011
1)	Date of Shareholders approval -	30^thÂ September, 2011, 27^thÂ September, 2013 & 28^thSeptember, 2018
2)	Total number of options approved under ESOS	43,56,000 granted on 11-11-2022
3)	Vesting requirements	1/3^rdÂ of grant every year*
4)	Exercise price or pricing formula	' 32.40
5)	Date of Allotment	2^ndÂ December, 2024 for 25,89,400 shares and 21^stÂ February, 2025 for remaining 17,66,600 Equity Shares
5)	Maximum term of options granted	5 years
6)	Source of shares (primary, secondary or combination)	Primary for above Shares
7)	Variation in terms of options	Vesting period amended as above.

* Remaining 2/3rd vested on 25^thÂ May 2024 instead of 10^thÂ November, 2024 and 10^thÂ November, 2025
b] Trust Shares movement during the year

Sr.	Particulars	ESOP 2011
1)	Number of Shares outstanding at the beginning of the period	18,96,429*
2)	Number of Shares granted during the FY 2025	NIL
3)	Number of Shares forfeited / lapsed during the FY 2025	NIL
4)	Number of Shares vested during the FY 2025	3,72,986
5)	Number of Shares exercised during the FY 2025	14,97,685
6)	Number of shares arising as a result of exercise of options	NIL
7)	Money realized by exercise of Shares (?), if scheme is implemented directly by Company	NIL
8)	Loan repaid by the Trust during the year from exercise price Received	5,24,18,975
9)	Number of Shares outstanding at the end of the year	3,98,744
10)	Number of Shares exercisable at the end of the year	3,98,744

* Granted on 31.03.2020 with 5 years vesting period, 1/5^thÂ every year at ' 35.00 each, however Board on 18.05.2024
altered the vesting period to vest remaining 1/5th Equity shares on the 25.05.2024 instead of 31.03.2025.

iii] Details related to the Trust

a) General information on all schemes

Particulars	Details
Name of the Trust	JISL Employees ESOPâs Trust
Details of the Trustee(s)	1) Â Â Â IDBI Trusteeship Services Limited 2) Â Â Â Mr. Aaron Solomon, Solicitor 3) Â Â Â Ms. Snehal Walvalkar, FCA* 4) Â Â Â Mr. Jayant M Thakur, CA 5) Â Â Â Mr. Sanjay T Tupe*
Amount of loan disbursed by Company / any Company in the group, during the year	NIL
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	' 1,39,56,040
Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
Any other contribution made to the Trust during the year	NIL

* Resigned on 10.02.2025
** Deceased on 24.07.2024
** *Appointed w.e.f. 10.02.2025
b) Movement of Shares during the year under review

Sr.	Particulars	Details
1)	Number of Shares	18,96,429
2)	Held at the beginning of the year	18,96,429
3)	Acquired during the year	NIL
4)	Sold during the year	NIL
5)	Transferred to the employees during the year	14,97,685 vested and exercised
6)	Held at the end of the year	3,98,744

c) In case of secondary acquisition of shares by
the Trust

The Trust had purchased 18,96,429 (Eighteen
lakhs ninety six thousand four hundred &
twenty nine) Ordinary Equity Shares of the
Company from the Secondary market in
Financial Year 2019-20. They were granted
on 31.03.2020 with 1 /5th vesting each year,
however on recommendation of Nomination
and Remuneration Committee the Board of
Directors in their meeting held on 18^thÂ May, 2024
altered the vesting period of ESOP Schemes
2011/2018 to vest 1 /5th of 18,96,429 equity
shares on the 25th May 2024 instead of 31st
March, 2025. During the Financial Year 24-25,
total 14,97,685 equity shares out of 18,96,429
equity shares were transferred to employees on
completion of vesting period and on receipt of
exercise price of ' 35/share.

2) Sustainability & Corporate Social
Responsibility brief

ESG and Sustainability Disclosures

Jain Irrigation Systems Ltd. reports its Environmental,
Social, and Governance (ESG) performance through
mandatory and voluntary platforms, including the
Business Responsibility and Sustainability Report
(BRSR). Our ESG disclosures align with the International
Finance Corporation's (IFC) Performance Standards I
to IV. We have set an annual target to reduce specific
energy consumption by 5% at the department level
on our manufacturing shop floors, as part of our ISO
50001:2018-certified Energy Management System
(EnMS). Additionally, we are actively mapping our
internal energy management targets to the Science
Based Targets initiative (SBTi) methodology to set longÂ¬
term climate goals.

To track sustainability performance, we use a system
based on economic, environmental, and social indicators
tied to key material topics identified through detailed
stakeholder consultations, following international
standards like the Global Reporting Initiative (GRI)
and Carbon Disclosure Project (CDP). We conduct
sustainability data assurance every two years, with
independent third-party verification based on ISAE 3000
and AA1000AS standards. Assurance certificates are
available to stakeholders upon request. In addition to the
BRSR, we plan to resume publishing a comprehensive
Sustainability Report following GRI Standards for FY
25 to further strengthen our sustainability and ESG
disclosures. For more details, visitÂ https://www.jains.
com/Company/sustainable_at_jains.htm.

Climate Change Management System - Carbon
Emission Reduction Projects

The Company is deeply committed to mitigating the
environmental impacts of climate change and has

taken several pioneering steps in this direction. Over a
decade ago, the Company became the first in its sector
to conduct a comprehensive Greenhouse Gas (GHG)
inventory in accordance with ISO 14064-1:2018, verified
by an independent third party.

Currently, the Company accounts for and reports
complete Scope 1 and Scope 2 emissions, along with
mitigation actions such as renewable energy deployment
and carbon sequestration through afforestation. From
FY25 onwards, the Company's GHG inventory will
include an expanded and more detailed accounting of
Scope 3 emissions.

For the third consecutive year, the Company will
voluntarily disclose its climate action performance
through the Carbon Disclosure Project (CDP). We have
implemented and registered renewable energy and
energy efficiency projects to generate green energy
and reduce carbon emissions. Several of these projects
are registered under the United Nations Framework
Convention on Climate Change (UNFCCC) Clean
Development Mechanism (CDM), with the potential
to generate over 25,000 carbon credits annually. Our
solar and biogas-based power generation projects are
also registered under the Renewable Energy Certificate
(REC) Scheme. As part of its forward-looking strategy,
the Company is now in the process of commissioning
a biomass residue-based carbon emission reduction
projectâthe one of its kind. This project will process over
13,000 metric tons of agricultural residues annually into
carbon-rich media, which can be incorporated into soil
through various regenerative agriculture applications.

Corporate Social Responsibility

The Company operates with a well-defined and
comprehensive Corporate Social Responsibility (CSR)
policy, outlining specific programs and initiatives aimed
at inclusive and sustainable development. This policy
is reviewed annually under the supervision of the CSR
Committee.

CSR activities are implemented both directly by the
Company and through two associated entities -
registered Section-8 Companies:

Bhavarlal and Kantabai Jain Multipurpose Foundation

(BKJMF), Jalgaon

Gandhi Research Foundation (GRF), Jalgaon

In addition to projects undertaken via these trusts,
the Company continues to implement CSR initiatives
independently to maximize reach and impact. The CSR
policy of Jain Irrigation Systems Ltd. is publicly accessible
at:Â https://www.primeinfobase.in/z_JISLJALEQS/files/
JISL_Corporate_Social_Responsibility_Policy.pdf

The detailed CSR Report is attached as Annexure III to
the Board Report.

3) Key Managerial Personnel, Directors retiring
and their background

a) Key Managerial Personnel

Sr.	Name of KMPâs	Designation
1)	Shri. Ashok B. Jain	Whole Time Director
2)	Shri. Anil B. Jain	Vice Chairman & Managing Director
3)	Shri. Ajit B. Jain	Joint Managing Director
4)	Shri. Atul B. Jain	Joint Managing Director
5)	Shri. Bipeen Valame	Chief Financial Officer
6)	Shri. Avdhut Vasant Ghodgaonkar	Company Secretary & Chief Compliance Officer

b) Â Â Â Retirement by Rotation and Reappointment
of Independent Director

Mr. Atul B. Jain (DIN: 00053407)

In accordance with the provisions of the Companies
Act, 2013, Mr. Atul B Jain, retire by rotation at the
38th Annual General Meeting. The Board of Directors,
on the recommendation of the Nomination and
Remuneration ("NRCâ) Committee, has recommended
his re-appointment.

Mr. Atul B. Jain retires by rotation as per the
Companies Act, 2013, and being eligible offers
himself for reappointment, at the 38th Annual General
Meeting. For brief background of director refer
Secretarial Standard Disclosures given in Annexure-I
of the Notice.

Dr. Narendra Jadhav (DIN: 02435444)

In accordance with the provisions of the Companies
Act, 2013 and SEBI (LODR) Regulation, 2015,
Dr. Narendra Jadhav, Independent Director has
completed his first five years term as an Independent
Director.

Being eligible, the Board on 28th June, 2025
based on the recommendation of the Nomination
and Remuneration Committee proposed his reÂ¬
appointment as an Independent Director of the
Company, not liable to retire by rotation, for a second
term effective from the conclusion of 38th Annual
General Meeting till conclusion of 43rd Annual
General Meeting to be held in year 2030.

For brief background of director refer Secretarial
Standard Disclosures given in Annexure-I of the
Notice.

c) Â Â Â Completion of Tenure

i) Mr. Ghanshyam Dass (DIN: 01807011)

In accordance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations,
2015, Mr. Ghanshyam Dass, an Independent
Director, has completed his 2nd five years term
as an Independent Director and consequently
ceased to be an Independent Director of the
Company w.e.f. August 16, 2024. The Board of
Directors and the Management of the Company
expressed deep appreciation and gratitude to Mr.

Ghanshyam Dass for serving with distinction as
an Independent Director, he brought a judicious
blend of independent insight, strategic clarity,
and unwavering integrity to the Board. His ability
to navigate complex regulatory landscapes and
contribute constructively to high-level deliberations
proved invaluable. With a keen eye for governance
and risk management, he consistently advocated
for transparency, ethical accountability, and longÂ¬
term value creation, making a lasting impact on
the Board's effectiveness and culture.

ii) Â Â Â Ms. Radhika Dudhat (DIN: 00016712)

In accordance with the provisions of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015,
Ms. Radhika Dudhat, Independent Director,
has completed her 2nd five years term as an
Independent Director and consequently ceased
to be a Director of the Company w.e.f. August 16,
2024. The Board of Directors and the Management
of the Company expressed deep appreciation
and gratitude to Ms. Radhika Dudhat for her
unwavering commitment, profound legal acumen,
and principled leadership have been instrumental
in guiding the Board's strategic direction. During
her tenure as an Independent Director, she
consistently championed ethical governance,
contributed incisive legal perspectives, and upheld
the highest standards of fiduciary responsibility.
Her guidance has left a lasting legacy of integrity,
diligence, and excellence in boardroom
deliberations.

iii) Â Â Â Mr. Harish Chandra Prasad Singh (DIN:
06387125)

In accordance with the provisions of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015,
Mr. Harish Chandra Prasad Singh, Independent
Director, has completed his 2nd five years term as
an Independent Director and consequently ceased
to be an Independent Director of the Company
w.e.f. August 16, 2024. The Board of Directors and
the Management of the Company expressed deep
appreciation and gratitude to Mr. Harish Chandra
Prasad Singh for his tenure as an Independent
Director was characterized by exceptional integrity,
strategic foresight, and a deep commitment to
principled governance. He brought with him a
wealth of analytical rigor, and balanced judgment
that significantly enriched the Board's decisionÂ¬
making processes. His steadfast dedication to
transparency, accountability, and ethical leadership
made him a valued voice in promoting stakeholder
trust and long-term organizational resilience.

d) Disclosures on Independence etc.

The Company has received declarations from all the

Independent Directors of the Company confirming

that:

a) Â Â Â they meet the criteria of Independence prescribed
under the Act and the Listing Regulations; and

b) Â Â Â they have registered their names in the Independent
Directors' Databank of IICA.

The Company has devised, inter alia, the following
policies viz.:

1] Â Â Â Policy stating Terms and Conditions for
Appointment of Independent Directors.

2] Â Â Â Appointment & Remuneration Policy for
Directors,

4) Â Â Â Directorâs Responsibility Statement

In accordance with the provisions of Section 134 (3) (c)
of the Companies Act, 2013, your Directors state that:

i) Â Â Â In the preparation of annual accounts for FY25, the
applicable Accounting Standards (Ind AS) have been
followed along with proper explanation relating to
material departures except, to the extent indicated in
notes;

ii) Â Â Â The accounting policies are selected and applied
consistently and are reasonable; prudent judgments,
and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at
31st March, 2025, and, of the profit of the standalone
Company for the year ended 31st March, 2025;

iii) Â Â Â The Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv) Â Â Â The Directors had prepared the annual accounts for
the FY ending 31st March, 2025 on a 'Going Concern
Basis' and;

v) Â Â Â The Directors had laid down Internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

vi) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

5) Â Â Â Risk Management

The Company has a structured Risk Management
Committee which comprises of: Mr. Bastian Mohrmann
as Chairman, Mr. Shishir Dalal, Mr. Ajit Jain and Mr. Atul
Jain as members. The Risk Management Committee
has been entrusted with the responsibility to assist the
Board in:

a) Â Â Â overseeing and approving the Company's enterprise
wide risk management framework; and

b) Â Â Â ensuring that all material Strategic and Commercial
including Cyber security, Safety and Operations,
Compliance, Control and Financial risks have been
identified and assessed and adequate risk mitigation
is in place, to address these risks. Further details
on the Risk Management activities including the
implementation of risk management policy, key
risks identified, and their mitigations are covered in
Management Discussion and Analysis section, which
forms part of the Annual Report.

c) Framework, designed to identify, assess and mitigate
risks appropriately.

For more details please refer to Management Discussion
and Analysis (MD&A) & Business Responsibility and
Sustainability Report (BRSR).

6) Internal Financial Controls (âIFCâ)

The Board of Directors of the Company are responsible
for ensuring that Internal Financial Controls have been
laid down in the Company and that such controls are
adequate and operating effectively. The foundation
of Internal Financial Controls ('IFC') lies in the Code
of Conduct of the Company, policies and procedures
adopted by the Management, corporate strategies,
annual business planning process, management
reviews, management system certifications and the risk
management and mitigation framework.

The Company has IFC framework, commensurate with
the size, scale and complexity of its operations. The
framework has been designed to provide reasonable
assurance with respect to recording and providing
reliable financial and operational information, complying
with applicable laws and regulations, safeguarding the
assets from unauthorized use, executing transactions
with proper authorization and ensuring compliance
with corporate policies formulated by Board or its sub
committees. The controls, based on the prevailing
business conditions and processes have been tested
during the year and no reportable material weakness
in the design or effectiveness was observed. The
framework on IFC over Financial Reporting has been
reviewed by the internal team and the statutory auditors.
The Company uses various IT platforms to keep the IFC
framework robust. The systems, standard operating
procedures and controls are implemented by the
management team and are reviewed by the internal
audit team whose findings and recommendations are
placed before the Audit Committee.

a) Â Â Â Policies and processes adopted for orderly &
efficient conduct of business

The Company has formalized and adopted various
policies at Board level to ensure ethical, orderly,
timely, flexible and efficient conduct and control of
business in all its divisions, namely High tech agri
inputs and plastic division, besides processing of
foods and vegetables through its subsidiary JFFFL in
all products and others.

b) Â Â Â Safeguarding of assets

The Company has evolved efficient, effective
mechanism for the safeguarding of its assets
whether tangible or intangible, assets and property
with self-control or third parties, funds or securities
and negotiable instruments, employee associates.
Besides providing for safety, housekeeping and
security of the assets, the assets are adequately
insured against perils/happenings etc.

c) Â Â Â Prevention and detection of fraud and errors

The Company has an internal audit department
and an external Internal Audit team which cover
each manufacturing location of the Company and
conducts comprehensive audit of every single
financial transaction, as well as reconciliation to
accomplish control and to ensure prevention of
fraud, which reviews depots/ other processes like
purchase, statutory compliance, collection, foreign
exchange, taxation, costing, compliance, accounting
etc. The Company's management information and
accounting system also integrates internal control
mechanism.

d) Â Â Â Accuracy and completeness of accounting records

The Company has in place fully integrated ERP
system, based on SAP software, and its subsidiary's
records also get integrated while consolidating the
same as per requirements of Law and regulations
for the time being in force. Company is operating
SAP ERP system on a third party hired cloud server,
being cloud server services, the BCP is taken care of
by the service provider. ERP System encompasses
authorization matrix and maker / checker verification
to ensure transparent and timely flow of information,
and recording thus creating appropriate and
conducive platform for effective control and decision
making. The accounting system has the provision for
Audit trail and check mechanism for use by various
auditors.

e) Â Â Â Timely preparation of reliable financial information

The Company has a robust and efficient mechanism
for timely preparation of reliable financial information,
within given timelines and has a track record of
submitting information without any delay to relevant
authorities.

f) Â Â Â Monitoring and Reporting

The Company has put in place a mechanism to
monitor and report exceptions on compliance
requirements on enterprise wide level. Company has
already implemented IT platform to capture nonÂ¬
conformity and reporting to Chief Compliance Officer
& Company Secretary, who is mainly responsible for
the monitoring control and reporting function. In case
of non-compliance despite warnings thrown up in the
system, a gradual system of remedial action, warning,
punishment is laid down depending on gravity and
level of non-compliance and deterrent is in place for
non- compliance.

For details please refer Management Discussion and
Analysis (MDA)

7) Board Evaluation Process

In terms of Section 178 of Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Board has constituted Nomination &
Remuneration Committee (NRC) with three Independent
Directors and an Independent Director being Chairperson
of the Committee.

Board has evolved Company's policy for appointment
and remuneration based on qualifications, positive
attributes, the details of which are laid out in https://
www.primeinfobase.in/z_JISLJALEQS/files/JISL_
APPOINTMENT_AND_REMUNERATION_POLICY.pdf

a) Â Â Â Board Evaluation

Pursuant to provisions of the Companies Act, 2013
and sub Regulation (3) and (4) of Regulation 25
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a separate meeting
of Independent Directors was held on 29th January,
2025 at Jalgaon to review the performance of
Chairman and Executive Directors, based on certain
desired attributes: Director's Vision, Business &
Industry Knowledge & Expertise, Director's Business
Commitment & Organizational Leadership, Director's
Engagement at the Board deliberations, Integrity &
Honesty, etc.

The Nomination and Remuneration Committee
has evolved the policy for performance evaluation
of Chairman, Executive Directors, Committee and
the Board as whole and updated the formats as
per requirements of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. The
evaluation of the Board as a whole was conducted
in the Board Meeting held on 14.05.2025 and
subsequently completed as per the provisions of the
Companies Act, 2013 and SEBI (LODR), Regulations,
2015.

b) Â Â Â Criteria for evaluation of Board and its
Committees

1) For Board:

a) Â Â Â Composition and Quality

Board members have the appropriate talent,
expertise, qualifications, and skills to effectively
contribute to meet the best interests of the
Company.

The Board members spend sufficient time
in understanding the vision, mission of the
Company and strategic and business plans,
financial reporting risks and related internal
controls and provides critical oversight on the
same.

The Board has appropriate combination of
industry knowledge and diversity viz gender,
experience, background.

The Board has the proper number of committees
as required by legislation and guidelines, with
well-defined reporting requirements.

The Board understands the legal requirements
and obligations under which they act; i.e.
byelaws, corporate governance requirements,
etc. and discharge functions accordingly.

b) Â Â Â Board Meetings and Procedures

The Meetings of the Board are held on regular
basis and the frequency of such meetings are
enough for the Board to undertake its duties
properly.

The Board meeting agenda and related
background papers are concise and provide
information of appropriate quality and detail on
timely basis.

The Board meetings encourage a high quality
of discussions and decision making.

The Board effectively works collectively as a
team in the best interest of the Company.

All proceedings and resolutions of the Board
are recorded accurately, adequately and on a
timely basis.

The minutes of Board meetings are clear,
accurate, consistent, complete and disseminate
timely.

The facility for video conferencing for
conducting meetings is robust.

c) Â Â Â Strategy

Board devotes time for development of suitable
strategies and business plans to effectively
manage current and potential strategic issues.
Effectively engages with management in the
strategic planning process, including corporate
goals, objectives and overall operating and
financial plans to achieve them.

d) Â Â Â Governance & Compliance

The Board evaluates and analyses the
compliance certificate from the auditors /
practicing Company secretaries regarding
compliance of conditions of corporate
governance and other applicable laws.

The Board exhibits willingness to spend time
and effort to learn about the Company and its
business.

e) Â Â Â Risk Management

The processes are in place for ensuring that the
Board, through the Audit Committee Meeting,
is kept fully informed of all material matters
between meetings (including appropriate
external information, e.g., emerging risks and
material regulatory changes).

There are adequate contingency plans for
addressing and dealing with crisis situations,
including pandemics, server breakdowns, etc.
The Board has sufficient understanding of
the risks attached to the business structure,
and the Board uses an appropriate risk
Management framework. The Board has
reviewed andunderstood the risks provided in
the internal audit report, and management has
taken sufficient steps to mitigate the risks

f) Â Â Â Board and Management Relations

The Board has a range of appropriate
performance indicators that are used to
monitor the performance of management.

Adequate level of independence of the
management from the Board.

Management and the Board are easily
accessible to each other.

The Board is well informed on all issues (short
and long-term) being faced by the Company.

An effective succession plan of board in place.

g) Â Â Â Relations with Stakeholders

The Board regularly checks organization's vigil
mechanism or whistle blower policy & makes
sure that the mechanism is working effectively
during the year.

The amount of time spent on discussions on
strategic and general issues is sufficient.

The Board monitors and manages to avoid
potential conflicts of interest of management,
members of the board of directors and
shareholders, including misuse of corporate
assets and abuse in related party transactions

h) Â Â Â Professional Development

Adequate induction and professional
development programs are made available to
new and old directors.

Appropriate development opportunities are
encouraged and communicated well in time.

2) For Committees:

a) Â Â Â Composition, Effectiveness, Functions and
duties

The Mandate, composition and working
Procedures of the committee are clearly
defined and discussed.

Committee takes effective and proactive
measures to perform its functions.

The composition of the committee is in
compliance with the legal requirements.

b) Â Â Â Structure of the Committee and Meetings

The Committee is properly structured and
regular meetings are held.

Committee meetings are organized properly
and appropriate procedures are followed in this
regard.

c) Â Â Â Management Relations

Committee meetings are conducted in a manner
that encourages open communication and
meaningful participation of its members.

d) Â Â Â Contribution to Decisions of the Board

Committee makes periodic reporting to the Board
along with its suggestions and recommendations.

3) Â Â Â For Individual Director:

a) Effectiveness, Functions and duties

The Director has sufficient understanding and
knowledge of the entity and the sector in which
it operates.

The Director understands and fulfills the
functions as assigned to him by the Board and
the law.

The Director is available for meetings of the
Board and the Board Committees where he is a
member and attends the meeting regularly and
timely, without delay.

Participates in board and committee meetings
actively and consistently and is able to function
as an effective team-member.

Understands, and can evaluate, the risk
environment of the organization and proactively
contributes in development of strategy for the
risks.

Shares domain knowledge and experience
to bear on the critical areas of performance
of the organization and keeps self-updated in
knowledge in area of expertise.

The Director has constructive and analytical
decision making abilities and core
competencies for effective functioning of the
Board.

Demonstrates highest level of integrity
(including conflict of interest disclosures,
maintenance of confidentiality, etc.)

Where applicable, as Chairperson of respective
committees, he/she is impartial in conducting
discussions, seeking views and dealing with
dissent, etc. Seeks appropriate clarification,
or amplification of information as and when
necessary.

Conducts himself/herself in a manner that is
ethical and consistent with the applicable laws.

Proactively contributes to development of
strategy and towards risk management of the
Company.

The Director is available for meetings of the
Board and the Board Committees where he is a
member and attends the meeting regularly and
timely, without delay.

Participates in board and committee meetings
actively and consistently and is able to function
as an effective team-member.

4) Â Â Â For Chairman:

a) Effectiveness, Functions and duties

Whether the Chairman leads the Board
effectively.

Whether the Chairman ensure participation of
all members in the Board deliberations.

Whether Chairman guides the Board /
Management on key issues to be brought up to
the Board for deliberations.

Whether the Chairman enhances the Company's
image in dealing with major stakeholders.

Conclusion

The effectiveness of the Board was evaluated
by the Independent Directors using a structured
rating scale with four performance levels: "Very
Good" denoting highly effective performance that
exceeds expectations (5 marks), "Good" indicating
effective performance that meets expectations
(4 marks), "Satisfactory" reflecting adequate
performance that may require minor improvement
(3 marks), and "Needs Improvement" representing
performance below expectations that requires
attention (2 marks).

In conclusion, the total marks obtained across all
Independent Directors was 678, corresponding to
an overall average effectiveness score of 87.4%
for Board of Directors.

8) Â Â Â Familiarisation programme for New
Independent Directors (IDâs)

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 Committee meetings on
business and performance updates of the Company
including Finance, Sales, Marketing of the Company's
major business segments, practices relating to Human
Resources, overview of business operations of major
subsidiaries, global business environment, business
strategy and risks involved, quarterly updates on
relevant statutory, regulatory changes and landmark
judicial pronouncements encompassing important
laws are regularly circulated to the Directors. Visit at
headquarters is generally organized for the Independent
Directors on first appointment as Independent Director
to enable them to understand and get acquainted
with the operations of the Company. Details of such
familiarisation programmes for the Independent
Directors are available on the website of the Company.

9) Â Â Â Vigil Mechanism

The Company has adopted a Whistle Blower Policy & Vigil
Mechanism to provide a mechanism to all employees,
suppliers and vendors to report their concern about
suspected fraud or violation of Company's ethics policy,
code of conduct. The policy provides direct access for
all to Chairman of Audit Committee and it is affirmed
that no person of the Company has been denied access
to the Audit Committee. The policy of vigil mechanism is
available on the Company's website and web-link there
to isÂ https://www.primeinfobase.in/z_JISLJALEQS/files/
WHISTLE_BLOWER_POLICY.pdf

10) Fraud Reporting

Directors have confirmed that there is no detection of
fraud. Pursuant to provisions of the Section 143(12) of
the Companies Act, 2013, neither the Statutory Auditors
nor the Secretarial Auditor has reported any incident of
fraud to the Audit and Risk Management Committee
during the year under review.

11) Fixed Deposits

The Company has not accepted, nor renewed any
deposits from public, under the Companies Act 2013
and Companies (Acceptance of Deposits) Rules, 2014,
including amendments to the same. The Company had
no unclaimed / overdue deposits as on 31st March,
2025.

12) Â Â Â Auditors

a) Â Â Â Statutory Auditors

Singhi & Co., Kolkata Chartered Accountants were
appointed as Statutory Auditors of the Company
for a term of 5 (five) consecutive years, at the
Annual General Meeting held on 30th December,
2020. The Auditors have confirmed that they are
not disqualified from continuing as Auditors of the
Company. The Auditors' Report does not contain
any qualification, reservation, adverse remark or
disclaimer. The first term of 5 (five) years of Statutory
Auditors shall complete on conclusion of 38th Annual
General Meeting of the Company, being eligible for
reappointment, subject to shareholders approval,
the Board of Directors on recommendation of Audit
committee in its meeting held on 28th June, 2025
have approved the reappointment of M/s Singhi &
Co., Kolkata Chartered Accountants as Statutory
Auditors for 2nd term of 5 (five) consecutive years
commencing from conclusion of 38th Annual
General Meeting of the Company till conclusion of
43rd Annual General Meeting of the Company to be
held in 2030.

b) Â Â Â Cost Auditors

In accordance with the provisions of Section 148(1)
of the Act, read with the Companies (Cost Records
and Audit) Rules, 2014, the Company has maintained
cost records.

Pursuant to the provision of the Section 148 of the
Companies Act, 2013, the Board has appointed M/s.
D. C. Dave & Co., Cost Accountants, Mumbai as the
Cost Auditors for FY 2025. The Shareholders may
approve the remuneration to be paid to them for FY
2025-26.

c) Â Â Â Secretarial Auditor

The Board in its meeting held on 28^thÂ June, 2025
has re-appointed M/s V. Laxman and Co. firm of
Company Secretary in practice to conduct Secretarial
Audit of the Company, for the first term of 5 (five)
consecutive years commencing from the conclusion
of 38th Annual General Meeting of the Company till
conclusion of 43^rdÂ Annual General Meeting of the

Company to be held in 2030, subject to shareholders
approval at ensuing Annual General Meeting. The
Secretarial Audit Report for the financial year ended
March 31, 2025 is annexed herewith and marked
as Annexure IX to this Report. The Secretarial Audit
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

d) PCS Certificate on Corporate Governance
Report

Amrita Nautiyal & Associates, Mumbai certified
Corporate Governance report under SEBI (LODR)
Regulations, 2015. The PCS Certificate is annexed
herewith with Annexure IV (Corporate Governance
Report).

13) Meetings of the Board & it's Committees

a) Â Â Â Board Meeting

Seven Meetings of the Board of Directors were held
during the year. The particulars of the meetings
held and attended by each Director are detailed in
the Corporate Governance Report. For more details
please refer to CG Report Annexure IV.

b) Â Â Â Audit Committee

The Audit Committee comprises of: Shri Shishir Dalal
(Chairman), Shri. Narendra Jadhav, Shri Bastiaan
Mohrmann, Ms. Nancy Barry and Shri Anil Jain.
During the year, all the recommendations made by
the Audit Committee were accepted by the Board.
Five Meetings of the Audit Committee were held
during the year. For details on scope etc. please refer
to CG Report at Annexure IV.

c) Â Â Â Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee
comprises of: Dr. Narendra Jadhav (Chairman), Shri
Ashok B. Jain and Shri Atul B. Jain. Two Meetings of
the Corporate Social Responsibility Committee were
held during the year. A report on CSR initiatives by
the Company and mandated expenses in annexed at
Annexure III.

d) Â Â Â Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises
of: Dr. Narendra Jadhav (Chairman), Mr. Shishir
Dalal, Ms. Nancy Barry has reviewed the managerial
remuneration for the year FY25. Three Meetings of
the Nomination and Remuneration Committee were
held during the year. For details refer Corporate
Governance Report annexed Annexure IV.

e) Â Â Â Stakeholdersâ Relationship Committee

The Stakeholders' Relationship Committee
comprises of: Shri Narendra Jadhav (Chairman), Shri
Shishir Dalal and Shri Ajit B. Jain has appreciated
management for its low blemish/complaints record
during the year. Four Meetings of the Stakeholders'
Relationship Committee were held during the year.
For details see Corporate Governance Report
annexed Annexure IV.

f) Â Â Â Risk Management Committee

The Risk Management Committee comprises of: Mr. Bastiaan Mohrmann (Chairman), Shri Shishir Dalai, Shri. Ajit
B. Jain and Shri. Atul B Jain. The committee met on 17.05.2024 & 29.01.2025 and reviewed the risk framework and
mitigation measures. For details see Corporate Governance Report annexed Annexure IV.

g) Â Â Â Management Review Committee

The Management Review Committee comprises of: Shri. Anil B. Jain, Shri. Ajit B. Jain, Shri. Atul B. Jain, Shri Avdhut V.
Ghodgaonkar and Shri Bipeen Valame has reviewed the operations for FY 2025. Twelve Meetings of the Management
Review Committee were held during the year. For details see Corporate Governance Report annexed Annexure IV.

h) Â Â Â Sub Committee (Allotment)

The Sub Committee (Allotment) comprises of: Shri. Anil B. Jain (Chairman), Dr. Narendra Jadhav and Mr. Shishir Dalal.
No sub-committee meeting was held during the FY 2025.

i) Â Â Â ESOP Allotment Sub-committee

The ESOP Allotment Sub- Committee comprises of: Shri. Anil B. Jain (Chairman), Dr. Narendra Jadhav and Mr. Shishir
Dalal. The committee met on 2nd December, 2024, 21st February, 2025, 24th February, 2025, 11th March, 2025 and
31st March, 2025 during FY 2025. For details see Corporate Governance Report annexed Annexure IV.

14) a) Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only six of the persons in employment of the Company
have drawn remuneration in excess of ' 8,50,000/- per month, during the year under review or part thereof as per
details in the Annexure I to this report.

b) Particulars of Top 10 Employees and related disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees
(other than Key Managerial Personnel's) in terms of gross remuneration drawn and names and other areas handled
by employees are given below:

Sr.	Full Name	Designation	Area of Responsibility	CTC-FY 2024-25 (in '	CTC -FY 2023-24 (in '
1)	Jain Abhay Kantilal	President (Maharashtra)	Sales Domestic	89,30,796	81,77,652
2)	Kataria Anilkumar	President	Sales Domestic (South)	87,00,372	79,49,520
3)	Patil Kalyansing Baburao	Exe. Senior Vice President	Sales Tissue Culture	71,02,836	65,08,140
4)	Desarda Dongarmal Inderchand	President	Indirect Tax	67,54,140	59,06,856
5)	Samdani Vijay Loknath	Senior Vice President	IT - Project	67,47,000	62,99,052
6)	Patil Anil Bajirao	Exe. Senior Vice President	Tissue Culture	63,02,808	54,57,948
7)	Bhirud Ashish Pandurang	Vice President	Civil	61,10,136	54,73,140
8)	Joshi Abhijeet Bhaskar	Exe. Senior Vice President	Product Development	60,92,988	54,52,332
9)	Mangal Satish Chand	Senior Vice President	SQC	60,83,496	53,03,220
10)	Naik Pradeep Sudhakar	Senior Vice President	Human Resource Development	58,08,036	52,72,560

F] Policies and Other Relevant Disclosures

a) Policies

Following are links to website for various policies available and adopted at appropriate forum of Company:

Sr.	Policy	Web Link
1)	Code of Conduct for Board Members & Senior Management etc.	https://www.primeinfobase.in/z_JISLJALEQS/files/CodeofConductJISL.pdf
2)	Code for Prevention of Insider Trading	https://www.primeinfobase.in/zÂ JISLJALEQS/files/CodeofConduct-InsiderTrading. pdf
3)	CSR Policy	https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Corporate_Social_ Responsibility_Policy.pdf
4)	Whistle Blower Policy	https://www.primeinfobase.in/z_JISLJALEQS/files/WHISTLE_BLOWER_POLICYpdf

Sr.	Policy	Web Link
5)	Policy for determining âMaterial' Subsidiaries	https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Policy_on_Determining_ Material_Subsidiary.pdf
6)	Risk Management Policy and Mitigation	https://www.primeinfobase.in/zÂ JISLJALEQS/files/JISL Risk Management Policy. pdf
7)	Performance Evaluation Policy	https://www.primeinfobase.in/zÂ JISLJALEQS/files/JISL PERFORMANCE EVALUATION_POLICY.pdf
8)	^{Policy on Materiality and Dealing with}Â https://www.primeinfobase.in/z_JISLJALEQS/files/Policy_on_Materiality_and_ ^{Related Party}Â Tr^ansactionsÂ Dealing_with_Related_Party_Transactions.pdf
9)	Disclosure of Information Policy	https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_DISCLOSURE_POLICY.pdf
10) Appointment & Remuneration Policy		https://www.primeinfobase.in/zÂ JISLJALEQS/files/JISL APPOINTMENT AND REMUNERATION_POLICY.pdf
11)	Dividend Distribution Policy	https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Dividend_Policy.pdf
12)	Policy for Prevention of Sexual Harassment at Workplace	https://www.primeinfobase.in/z_JISLJALEQS/files/Policy_for_Prevention_of_ Sexual_Harassment_at_workplace.pdf
13)	Quality, Environment,Occupational Health & Safety Policy	https://www.primeinfobase.in/zÂ JISLJALEQS/files/JISL Health Safety Policy_2018-12.pdf
14)	^{Policy on Preservation}Â ofÂ ^DocumentsÂ https://www.primeinfobase.in/z_JISLJALEQS/files/Policy_on_preservation_of_ Documents.pdf
15)	Centralized Purchase Policy	https://www.primeinfobase.in/z_JISLJALEQS/files/Jain_Centralised_Purchase_ Policy.pdf
16)	Anti-Bribery and Anti-Corruption Policy	https://www.primeinfobase.in/z_JISLJALEQS/files/Anti_Bribery_and_Anti_ Corruption_Policy.pdf

b) Other Policies

Following are links to website for various oolicies available and adopted at appropriate forum of Comoanv:

Sr. Policy	Web Link
1) Familiarization Programme for Independent Directors	https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Familiarization_ ProgrammesIndependent_Directors.pdf
2) Media Agreements	https://www.primeinfobase.in/z_JISLJALEQS/files/MEDIA_AGREEMENT.pdf
3) Investors Handbook and Hierarchy Escalation for Redressal of Investor Complaints	https://www.primeinfobase.in/z_JISLJALEQS/files/Investors_handbook_and_ hierarchy_of_escalation.pdf
4) Terms and Conditions of Appointment of Independent Directors	https://www.primeinfobase.in/z_JISLJALEQS/files/Terms_Conditions_of_ Appointment_of_Independent_Directors.pdf
5) Internal Audit Charter	https://www.primeinfobase.in/z_JISLJALEQS/files/Internal_Audit_Charter.pdf
6) Succession Planning	https://www.primeinfobase.in/zÂ JISLJALEQS/files/Succession Planning Policy. pdf
7) List of Senior Executives	https://www.primeinfobase.in/z_JISLJALEQS/files/List_of_Senior_Executives.pdf

G] Disclosures about Environment Health and Safety Performance, Energy
Conservation, Technology Absorption, Research and Development, Foreign
Exchange Earnings and Outgo.

1) Environment Health and Safety Performance

At Alwar plant a well equipped new ambulance was provided.

At the Hyderabad plant Installed digital water flow meters for our groundwater extraction structures.

At the Hyderabad plant a well equipped new ambulance was provided.

In the Engineering development department 230 V Bulb Replaced With 24 Vdc bulb with similar lux resulted in
elimination of electric hazard.

In PVC and MIS Pipe plants to prevent soil pollution
by chemicals, trays are provided.

In MIS pipe plant exhaust arrangement is provided for
improving workplace air quality.

In the HDPE Pipe plant mixing operation modified for
elimination of spillage and loss of raw material.

Cutters are fixed with safety guards.

In PVC Sheet plants on machines hydraulic systems
were replaced by mechanical systems which resulted
in elimination of use of Hydraulic oil i.e. conservation
of resources.

In the sprinkler pipe plant a new platform is provided
which eliminates the hazard of working at height.

New M/C Installed which reduces the manual
material handling.

Retro fitted Injection moulding machines with new
PLC controllers.

The new safety logic incorporated in retrofitting of
Injection moulding machines.

Drinking water arrangement modified with better
access.

Air compressor pipeline modification done to
optimise utilization of air compressor.

New in house made HDPE pipe water tank installed
for longer life and rust free use of water tank.

2) Energy Performance

In engineering development on machines, higher watt
bulbs are replaced with lower watt bulbs resulting in
energy saving.

Fluorescent Tube lights are replaced with LED lights
for uniform illumination and conservation of energy.

In MIS pipe plant energy efficient lighting is provided.

In Sprinkler Pipe Plant Energy efficient compressor is
provided.

In casing Pipe Plant, Fluorescent tube lights are
replaced with LED lights. Resulting in energy saving
and improved illumination level.

In the dripline plant, Mica heaters are replaced by
ceramic heaters along with a heat insulation jacket.

Reduced energy consumption of air compressors by
provision of VFD.

In PVC Sheet plants on machines hydraulic systems
were replaced by mechanical systems which resulted
in reduction of energy consumption.

In injection moulding plants, conventional Mercury
vapour lights & tube lights are replaced with energy
saving LED lamps. This also resulted in improved
level illumination.

In the tool room a new Controller retrofitted on the
machine, to reduce the energy consumption.

3) Energy Conservation, Technology Absorption,
Research and Development, Foreign
Exchange Earnings and Outgo.

A) Agri Park & Tissue Culture

i) Â Â Â Energy and Water Conservation

We have introduced an "Evaporative Cooling Growth
Roomâ (ECGR) Technology that uses "Evaporative
Cooling Systemsâ to control the temperature of
growth rooms. This technology replaces traditional
air-conditioning systems, saving a minimum of 60%
of the electric power typically required for cooling.
These ECGRs will be used for incubating *in vitro*
rooting stage plants.

To reduce carbon foot print JISL installed more than
600 kilowat solar power on the R&D Farm at Jain Hill.

ii) Â Â Â Technology Absorption

We have signed a technology transfer agreement with
ICAR-Central Institute for Subtropical Horticulture
(ICAR-CISH) to adopt "Bio-immunization Technologyâ.
This technology is expected to develop tolerance
against Panama Disease, also known as Fusarium
Wilt Tropical Race-4, in banana plants. The first batch
of these plants will be available for sale in 2025-26.

A unique variety of mango rootstock "Sagarikaâ
polyembryonic and salt tolrant, was also licensed
from ICAR-CISH for further expansion and
commercial utilzation. It will expand adoptability of
mango cultivation in marginal and salt affected soil

iii) Research and Development

Our Research & Development team has successfully
developed tissue culture technology for producing
disease-free planting material for Black Pepper and
Papaya. Notably, our Tissue Culture Black Pepper
plants are the first to be developed on a commercial
basis by any registered tissue culture production
facility under the National Certification System for
Tissue Culture Raised Plants (NCS-TCP), Department
of Biotechnology (DBT), Govt. of India. Plant
production has commenced, and the first batch will
be available for field planting in 2025-26.

Ten year extensive work on mango developement
resulted in to identification of three mango hybrids
which is being further evaluated for commercial
trials. In coming five years they will be evaluated in
multilocation trial for commercial release.

B) Â Â Â Energy Park

i) Energy Conservation
Solar Motor & Pumps :

Changed Material of Inner sleeve used in CAN type
motor from SS304 to Fiberglass which eliminated the
Laser welding activity, Grooving activity & PU forming
activity of stator resulted in Energy saving of about 0.75
kWh per Motor.

C) Â Â Â Technology Absorption/upgradation

i) Â Â Â Solar motor & pumps:

Started use of spiral type Drills instead of regular
Carbide Drill in CNC machining which reduced
consumption of Drills and machining cost per piece.

Research and Development

Solar Photovoltaic Module

Design, installation & commissioning of Vertical Solar
Agrovoltaic Power Generation System of 70 kWp
capacity at Jain Hills.

ii) Â Â Â Solar motor & pumps:

1) Â Â Â Design and development of 4'' Submersible PMSM/
BLDC (Permanent Magnet Synchronous motor)
for solar pumping applications. Motor capacities
- 7.5hp &10hp. Prototype tested successfully.
Prototypes put on field trails.

2) Â Â Â Design and development of 6'' Submersible
PMSM/BLDC (Permanent Magnet Synchronous
motor) for solar pumping applications. Motor
capacities - 10hp. Prototype tested successfully.

3) Â Â Â Advancement of 0.5hp Sunlight solar pump -
Cost reduction - development of Plastic Insert.
Prototype under field trails.

4) Â Â Â Development of Helical Stator & Rotor pumps
parts for 0.5hp solar Sunlight pump. Testing
completed. Released for production.

5) Â Â Â Advancement of 0.5hp Sunlight solar pump - Cost
reduction - printed key board controller for SLP
2hp. Prototype under field trails.

iii) Â Â Â Solar Photovoltaic Appliances

1) Â Â Â Design & Development of New 3HP and 5HP Solar
Pump Classic Controller, commercially released
for production.

2) Â Â Â Design & Development of 30W AC-DC LED driver
for horticulture LED Tube Lights

3) Â Â Â Design & Development of Economical new
version of 18W Tissue culture LED Tube Light,
commercially released for production.

iv) Â Â Â Solar Engineering Services & Development:

Mobile trolley manual vehicle for 0.5HP Sunlight

pump commercially released for production.

D) Plastic Park

i) Research and Development

Irricare Wi Fi

Irricare wifi is a smart
controller with advanced
irrigation and fertilizing
functions that fits the
needs of today's modern
agriculture. The Irricare
wifi excels in advanced
hardware technology. I t
is a reliable controller that
adjusts easily to different
applications. Irricare wifi
is equipped with a user
friendly interface and can

be easily programmed and operated offline through the
controller or a mobile app.

The Mobile App has smooth and agile software support.
It has an Aesthetic and animated Dashboard which
updates you with current irrigation status. History of
last two days and irrigation planning for next two days.
You can plan your irrigation schedule through eight
different irrigation sequences. It can operate separate
schedules for 2 irrigation heads or pumps. It is a time
based irrigation system which can support irrigation,
time based fertigation (Nutricare ECO/ Dosing pump
etc.), built in filter backflush.

There are two separate sequences for cyclic operations
which can be used for cyclic operations of the fogging
system in green house. Cyclic operation can be managed
as Cyclic sequence wherein the entire sequence will be
repeated cyclically or Cyclic valves wherein individual
valves can be operated cyclically.

It has a unique feature of Day Start and Day End time
setting. Understanding the complex electrical schedules
in agriculture and erratic availability of power supply,
the user can set his day start and end as per his
requirements. It overcomes the issue of frequent power
failure and allows continuation of irrigation even if day
changes at 00:00 hrs at midnight.

Irricare WiFi is fully loaded with advanced features
and designed with consideration of Indian agriculture
conditions.

Irricare WiFi is designed and developed by Jain Irrigation.
It passes through stringent quality control as per ISO
21622 and company standard protocols and assured
24x7 support by our team.

Jain Spirit PRO

Controller is a state- I

of-the-art irrigation Â Â Â I

controller designed Â Â Â I

to streamline and Â Â Â I

optimize your irrigation Â Â Â ^HspiritProl

system. Whether Â Â Â I

you're Â Â Â managingÂ Â Â Â j

a small or a large

agricultural operation, Â Â Â *

this controller offers

advanced features Â Â Â Jain Spirit Pro - Cotroller

to efficiently manage

watering schedules and ensure the health of your plants.
FEATURES

MOBILE App Based Operation.

Time Based Irrigation Mode

Adjustable Time Entry for Irrigation & Fertigation
Valve. User can flexibly change start times and
duration of each valves

Valve Setup for Selection of Irrigation/Fertigation/Co-
Valve/Backwash operation.

Twenty five adjustable Sequence with five start times
for each sequence for Time Based Irrigation Mode.

Programmable with Two irrigation head

Selection of Sequence for Weekdays for Time Based
Irrigation Mode.

Cyclic Filter Backwash Option

Main Pump / Fert Pump / Blower Control

Automatic resume of Irrigation Cycle upon Electricity
Power Failure.

Can be connected wirelessly to Irrismart RTU
PVC - Alloy Pipes

Polyvinyl chloride is formulated by
adding various additives according
to the end use and application Â¦Â¦
of the product that is produced.

Depending on the chemical Â Â Â ^

additive Â Â Â that is incorporated,Â Â Â Â 1

Polyvinyl Â Â Â chloride can be eitherÂ Â Â Â Â¦

flexible Â Â Â at room temperatureÂ Â Â Â I

or rigid. Â Â Â For pressurised pipingÂ Â Â Â [

application one has to formulate Â Â Â "

the Polyvinyl chloride into a rigidÂ pvcÂ - Alloy Pipes
PVC pipe so that it can be in a

position to sustain the pressure with which the fluid
or water is passing through it. The glass transition
temperature of the Rigid PVC pipe is above the room
temperature making it brittle at room temperature. It is
susceptible to breakage when there is sudden impact
beyond certain limits. This is attributed to the brittleness
of the PVC pipes. To overcome this aspect, a new recipe
has been formulated and developed to make the PVC
pipes ductile at room temperature and can be used for
pressurised piping applications. These pipes with a new
recipe which enables the enhanced ductility at room
temperature are known as PVC - Alloy pipes which have
enhanced ductility, durability making it more suitable
for high end applications, offering protection from
poor installations, dangerous movements and weather
conditions. PVC - Alloy pipes has enhanced ductility and
it withstands impact energy which is more than four
times that of conventional rigid PVC pipes. Because of
this increased ductility it enables the piping lines to be
designed with a safety factor almost 1.75 to 2 times
higher than the conventional PVC pipes which means
the design coefficient of the PVC - Alloy pipes is less
than that of the conventional PVC pipes. Hence the wall
thickness and the weight of the PVC - Alloy pipes are
considerably less than that of the conventional Rigid
PVC pipes for the same pressure application which
ultimately results in substantial saving of the resources,
energy and ultimately the product cost.

PVC - HI Pipes

Hydrogen gas is one of the clean Â Â Â â

and renewable energy sources and

is more efficient than most of the

energy sources. It can be handled by

current gas infrastructure, especially

the pipe line and both Polyethylene

and Polyvinyl chloride pipings can be

used for transportation of hydrogen

gas. ISO standard 6993 includes

PVC - HI Pipes

dry hydrogen as gaseous fuels for
the transportation using Polyvinyl chloride pipes. It
has been proved thru experiments & testing that the
leakage of hydrogen gas thru PVC pipes are far less
than the limit allowed for natural gas. The requirement
of impact energy for the Polyvinyl chloride is higher
by four times than the conventional PVC pipes and a
special formulation was developed to withstand such
a rigorous impact test. The Polyvinyl - High impact
pipes are designed for supply of gaseous fuels such as
hydrogen through buried pipelines having an operating
temperature range of 0 Deg. C up to and including 30
Deg. C with maximum operating pressure of 1 bar
pressure.

Apart from the high impact energy requirements, the
product is also expected to have a very good weathering
resistance feature which is characterised by its ability to
withstand the solar radiation of 3.5 GJ/M2. The pipes
exposed to 3.5 GJ/M2 have to withstand the impact

energy as prescribed in the International std 6993. A
special recipe was developed by incorporating additives
for improving the impact strength and weathering
property and the recipe has been validated thru rigorous
tests and the compliance to the standard requirements
has been verified.

3) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings & outgo are
as per details hereunder

Â	2024-25	2023-24
a) C. I. F. Value of Imports, Expenditure and Earnings of Foreign Currency	Â	Â
i) CIF value of imports Raw materials and components and Stores and Spares	3,385.77	3,430.56
ii) Capital goods	574.12	24.16
Total	3,959.89	3,454.72
b) Expenditure in foreign currency (on accrual basis)	Â	Â
c) Interest and finance charges	109.63	42.26
d) Discount / commission on export sales	-	30.12
e) Export selling / market development expenses	4.87	13.56
f) Travelling expenses	4.97	9.26
g) Law and legal / professional consultancy expenses	Â	15.13
h) Testing, quality and other charges	9.46	9.65
Total	128.92	119.99
c) Earnings in foreign currency	Â	Â
i) FOB value of exports (on the basis of bill of lading)	4,624.28	3,230.30
Total	4,624.28	3,230.30

b) Material Changes & Commitment affecting
the Financial Position of the Company

There are no material changes affecting the financial
position of the Company subsequent to the close of
the Financial Year 2025 till the date of this report.
There has been no change in the nature of business
of the Company.

There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

There was no instance of onetime settlement with
any Bank or Financial Institution.

Since the implementation of the Resolution Plan in
2022, the Company has not committed any default or
cross-default in servicing its loans, including payment
of installments, interest, or any related charges, at
any point of time.

H] Â Â Â Mandated Annexures

I) Â Â Â Corporate Governance Report

The Company constantly endeavors to follow the
corporate governance guidelines and best practices
sincerely and disclose the same transparently. The
Board is conscious of its inherent responsibility to
disclose timely and accurate information regarding the
Company's operations, performance, material corporate
events as well as on the leadership and governance
matters relating to the Company.

The Board, at all times exercises its independence both,
in letter and in spirit, and the Directors fully understand
their fiduciary duties. The Directors have always acted in
the best interest of the Company and will continue to do
so in the future. It is equally important to state that the
Company has a professional and competent leadership
team for the management of the business. The Board
guides, supports and compliments the Management
team towards achieving the set objectives to make the
enterprise more sustainable and valuable in the future.

A separate Corporate Governance Report is attached as
Annexure IV, forming part of Director's Report in terms
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A Certificate from Practicing
Company Secretary, confirming compliance of Corporate
Governance disclosures and requirements and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is also attached together with CEO
Certificate/declaration.

2) Â Â Â Management Discussion and Analysis Report
(MDAR)

As per the requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a
separate Management Discussion & Analysis is given
elsewhere in the Annual Report at Annexure V.

3) Â Â Â Particulars of Loans, Guarantees or
Investments of the Company

The details of Loans given, Guarantees provided or
Investments made by the Company during FY 2025 are
given at Annexure VI.

4) Â Â Â Consolidated Financial Statements

Consolidated Financial Statements are prepared
in accordance with IND-AS and form part of the
Annual Report. Pursuant to Section 129 (3) of the
Act, a statement in Form AOC-1 annexed at Annexure
II containing the salient features of the financial
statements of the subsidiary companies are attached
to the Financial Statements Annexure II. The financial
statements will also be kept open for inspection by
any Member at the Registered Office of the Company.
In terms of requirement of the Companies Act, 2013
the financial statements of the Company, consolidated
financial statements along with relevant documents are
available on the website of the Company.

5) Â Â Â Significant, Material orders passed by the
Regulators/ Court/ Tribunals

There are no material orders or judgments passed by
the Regulators/ Court/ Tribunals which would impact
the 'going concern' status of the Company or its future
prospects, subject to contingent Liabilities as mentioned
in the notes forming part of the Financial Statements.

6) Â Â Â Secretarial Standards

The Company has followed during year under review
the applicable Secretarial Standards, i.e. SS-1 and SS-
2, relating to 'Meetings of the Board of Directors' and
'General Meetings' respectively.

7) Â Â Â Extract of Annual Return of FY 2023-2024

As provided under Section 92 (3) of the Companies Act,
2013, the extract of Annual Return in form MGT - 7 is
available on

https://www.primeinfobase.in/z_JISLJALEQS/files/JISL-

Form_MGT-7-2023-2024.pdf

8) Â Â Â Directors Remuneration

The information pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Person) Rules, 2014 are given in Annexure
VII to this Report.

9) Â Â Â Contracts or arrangements with Related
Parties

The Contracts and arrangements entered into during
the year with Related Parties were on arm's length
basis, in compliance with the applicable provision of
the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
although except Subsidiaries where Transfer Pricing
arrangements are in place complying with regulations
in country of operation, no fresh RPT or material RPT
has been entered into by Company. The Company
has transactions with subsidiaries in ordinary course
of the business for some of the export-import related
transactions for details refer Annexure VIII.

There are no "materially significantâ Related Party
Transactions entered into by the Company with
Promoters, Directors, KMP's which may have potential
conflict with the interest of the Company. All Related Party
Transactions are placed before the Audit Committee,
which Comprises of Shri Shishir Dalal (Chairman), Shri.
Narendra Jadhav, Shri Bastiaan Mohrmann, Ms.Nancy
Barry and Shri Anil Jain of the Company for its approval.
The Audit Committee also reviews on quarterly basis all
Related Party Transactions during the quarter whether
or not previously approved. The Company has adopted
Policy on Materiality and dealing with Related Party
Transactions. The policy approved by the Board is
available on Company's website and web-link thereto
isÂ https://www.primeinfobase.in/z_JISLJALEQS/files/

Policy_on_Materiality_and_Dealing_with_Related_Party_

Transactions.pdf

10) Business Responsibility & Sustainability
Report

Pursuant to Regulation 34 (2) (f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 the Business Responsibility & Sustainability Report
(BRSR) describing the initiatives undertaken by the
Company from an environmental, social and governance
perspective, in the prescribed format is annexed as
Annexure-X and also hosted on the Company's website
www.jains.com

The said BRSR has been assured by TUV India Private
Limited, an independent third-party assurance provider.
Their assurance affirms the accuracy, credibility, and
completeness of the disclosures made in the report.

I) Miscellaneous

a) Acknowledgement

The Directors take this opportunity to place on record
their appreciation of whole hearted support received
from all stakeholders, customers and the various
departments of Central and State Governments,
Financial Institutions, Bankers, the Dealers and Suppliers
of the Company. The Directors wish to place on record
their sense of appreciation for the devoted services of all
the associates of the Company.

Sd/- Â Â Â Sd/-

Anil B. Jain Â Â Â Ajit B. Jain

Vice Chairman and Â Â Â Joint Managing

Managing Director Â Â Â Director

Date:Â 28th June, 2025 Â Â Â Date:Â 28th June, 2025

Place:Â Jalgaon Â Â Â Place:Â Jalgaon

Mar 31, 2024

We are happy to present the report of Board for year ended 31st March, 2024. The overall growth at just above 5.7%,Â may look flat optically, but the internal dynamics is quiteÂ different. We have been able to maintain liquidity with smallÂ growth and maintain credit ratings during the year. TheÂ world, including India, faces significant challenges due toÂ climate change. Elevated temperatures and unpredictableÂ weather patterns have disrupted agriculture and relatedÂ industries. Farmers engaged in value-added agricultureÂ have been particularly affected. Hopefully, now base isÂ good for future growth with good monsoon in season 2024.

A] Operations

1) Financial Highlights (standalone)

The financial performance is captured in below table:

' in Million (except EPS)

Particulars	2023-24	2022-23
Domestic & Export Sales (Net)	36,020.34	32,989.58
Domestic & Export Services (Net)	1,468.35	2,524.03
Other Operating Income	722.71	621.29
Sub Total	38,211.40	36,134.90
Other Income	177.83	1,951.33
Total Income	38,389.23	38,086.22
Operating Profit	5,208.98	5,630.80
Interest and Finance Charges	2,922.50	3,629.39
Depreciation and Amortisation	1,493.33	1,505.73
Profit before taxation and exceptional items	793.15	495.68
Exceptional Items	-	(147.85)
Profit/(loss) before tax	793.15	347.83
Provision for Tax		Â
Current Tax Provision	-	-
Deferred Tax Asset/(Liability)	237.65	(45.38)
Profit/(Loss) for the year before Prior Period Expenses	555.50	393.21
Prior Period Items-Income/ (Expenses)	-	-
Profit/(Loss) for the year	555.50	393.21
Earnings per Share		Â
Basic	0.83	0.63
Diluted	0.79	0.62

2) State of affairs of the Company

a) Standalone: FY 24

Hi-Tech segment experienced reduction of 8.5% due to a strategic 65% reduction in the project business.Â However, the retail business continued to perform well,Â growing by 19.7% YoY. The Tissue Culture business

remained a strong contributor to the Hi-Tech segment. Plastic segment demonstrated significant growth ofÂ 27.9%, while the EBITDA increased by 66.7%. The retailÂ business also grew significantly by 31.4%. Order bookÂ stands at ' 8,085 million which includes orders of 'Â 3,833 million for Hi-tech Agri Input Products, ' 4,252Â million for Plastic segment.

Despite the challenges, the Company saw substantial increase of 25% in cash & carry retail business aidingÂ liquidity. The Company strategically reduced its exposureÂ to project-based business due to long drawn receivableÂ and increased focus on retail and export markets whichÂ has changed overall revenue mix with better marginsÂ and lower working capital intensity. Our internationalÂ businesses have demonstrated resilience, with strongÂ growth in both revenue and profitability, approachingÂ pre-pandemic levels.

Normal monsoon has been predicated in current year. There could be some impact on overall business in theÂ first quarter of FY25 due to general elections, however,Â we remain committed to deleveraging and improvingÂ profitability by remaining focused on quality of businessÂ and growing our retail business significantly.

b) Consolidated; FY 24

Overall revenue growth of 7.0% is due to demand from Indian Retail market and International market. Hi-Tech segment experienced reduction of 8.2% due to aÂ strategic 65% reduction in the project business. However,Â the retail business continued to perform well, growingÂ by 19.7% YoY. The Tissue Culture business remained aÂ strong contributor to the Hi-Tech segment.

Plastic segment demonstrated impressive performance with a substantial 26.5% revenue increase, highlightingÂ our competitive edge and growth strategy in bothÂ international and India businesses along with 75.8%Â increase in consolidated EBITDA indicates the strongÂ performance of our plastic business.

Agro Processing segment achieved 5.0% growth with a considerable 9.5% increase in EBITDA. Exports alsoÂ increased significantly. Order book stands at ' 19,257Â million which includes orders of ' 10,712 million for AgroÂ Processing segment.

3) a) Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy with respect to SEBIÂ notification dated 8th July, 2016 and the detailedÂ policy is available on our websiteÂ https://www.Â primeinfobase.in/Pages/JISLJALEQS_POLICY.Â aspx?value=3cYDU7170mvM600MSHCcMw==

b) Dividend

The Directors in their meeting held on 18th May, 2024 did not recommend to shareholders a Dividend on Ordinary and DVR Equity Shares of '2.00 each, in view of meagre profit for the for year ended 31st March, 2024.

Under Resolution Plan (2022 - 2028) Company is restricted from declaring Dividends anyway.

4) Capacity Expansion and Capital Expenditure

The Company has continued its pre-decided maintenance Capex. The following table shows the Capex incurred for maintenance during the year.

Segment Name	Net Capex FY 2024 (' in Million)
Hi-Tech	485.97
Plastics	99.24
HO and Others	832.20
Gross Capex	1417.41
Less Assets (sale/ Discarded)	(199.56)
Net Capex	1217.85

5) List of Awards/ Recognition - Financial Year 2023-24

The Company has received the following awards and accolades during the FY 2024.

Year Name & Nature Instituted of Award / ByÂ RecognitionÂ / Ranking/ Felicitation	Given By	Citation	Received By	Product / Individual
2023 Amit Krishi Rishi Lt. Amit Award Singh Memorial Foundation,Â New Delhi	Dr. Ashok Dalwai, CEO of National Rainfed Area AuthorityÂ (NRAA) in the MinistryÂ of Agriculture andÂ Farmers Welfare, inÂ the rank of SecretaryÂ to GOI.	An inspiring leader, a visionary entrepreneur andÂ motivator, who laid a strongÂ foundation for technology ledÂ development of agriculture/Â horticulture	Anil Jain & Ajit Jain	Individual
2023 Maza Samman - ABP News 2023	Eknath Shinde, Chief Minister, Maharashtra,Â Jitendra (Film Actor),Â Raj Thakare (President-MNS)	Jain Irrigation Founder Bhawarlal Jain laidÂ emphasis on agricultureÂ and farmers as theÂ focal point. You are ablyÂ carrying forward his legacyÂ of thought and We areÂ proud to confer on youÂ 'Maza Sanman-2023' asÂ an entrepreneur fromÂ rural area for making anÂ outstanding contribution inÂ the field of agriculture andÂ industry. entrepreneurship.Â You are constantly creatingÂ innovative products toÂ enable farmers to produceÂ more crops and makeÂ them prosperous.	Ashok Jain	Individual
2023 2 Star EEPC India Performance (FormerlyÂ Exporter Awards EngineeringÂ of EEPC India for ExportÂ the year 2019-20 PromotionÂ (52nd Edition) Council)	Smt Parul Singh, Deputy Secretary,Â Department ofÂ Commerce, MinistryÂ of Commerce andÂ Industry, GovernmentÂ of India	Agricultural /Forestry Machinery and parts, LargeÂ Enterprise	Bijay Labh	Pipes & Hoses

6) Material developments in Human ResourceÂ JISL: Where Innovation, Adaptation, and People Thrive

At JISL, we believe our human capital is the beating heart of our financial success. We aren't just a Company;Â we're a collaborative tapestry woven from the threads ofÂ talented individuals. Our mission is to cultivate a vibrantÂ pool of minds guided by the luminous philosophy of ourÂ Founder: Innovate, Adapt, and Thrive, here, within theÂ walls of JISL, we foster an environment where everyÂ thread can unfurl its full potential, shimmering brightlyÂ and contributing to the rich tapestry of our collectiveÂ achievements.

This year, we embarked on a social media sojourn, weaving captivating campaigns across various platforms. TheseÂ campaigns served as bridges, connecting us with theÂ most relevant talent pool, brimming with potential inÂ the burgeoning fields of Sustainable Agtech and PipingÂ Solutions. Our unwavering commitment to excellence,Â fuels our pursuit of remaining a high-performanceÂ organisation. To achieve this, we have set in motion aÂ multitude of projects, meticulously crafted to unlockÂ the boundless potential that lies within each and everyÂ member of our supervisory and managerial cadre. JISLÂ empowers its people, not only professionally, but alsoÂ personally, providing them with the tools and supportÂ they need to fulfil their aspirations and embrace theirÂ responsibilities with unwavering dedication.

We are relentless in our pursuit of innovation, constantly evolving and crafting training programs that igniteÂ a passion for learning. These programs, intertwinedÂ with our high-performance and adaptable productionÂ systems, create a symphony of success. But JISLsÂ melody extends far beyond mere productivity. We haveÂ introduced the concept of "flexi jobs," a novel approachÂ that empowers our operational workforce to embark onÂ a journey of exploration. Through this program, they canÂ acquire a multitude of skills, transforming themselvesÂ into well-rounded individuals. This ingenious approachÂ not only fosters personal growth but also acts asÂ an antidote to the fatigue and stress that can oftenÂ acCompany monotonous tasks. Job rotation becomesÂ a refreshing breeze, invigorating our team and ensuringÂ peak performance.

Our work culture is the very foundation upon which JISL thrives. It's a culture that celebrates trust, a cornerstoneÂ of any successful endeavour. We nurture a deep senseÂ of organisational commitment, where every memberÂ feels a sense of belonging and purpose. But JISLsÂ heart doesn't stop there. We cultivate a profound senseÂ of pleasure associated with a job well done, whereÂ hard work is celebrated and accomplishment brings aÂ smile to every face. We understand the importance ofÂ balance, and we strive to create an environment whereÂ our associates can achieve their goals while maintainingÂ a healthy and fulfilling personal life.

JISL recognizes the beauty of diversity. We take pride

in fostering a workforce built on the unshakeable pillars of respect, empathy, and inclusion. ThroughÂ various initiatives, we continuously strive to improveÂ our employees' awareness and understanding of theseÂ core principles. At JISL, we believe that by respecting ourÂ differences, we weave a richer, more vibrant tapestry,Â where every individual contributes their unique thread toÂ the grand masterpiece of our collective success.

The well-being of our employees has remained a top priority. Recognising the correlation betweenÂ employee engagement and organisational success,Â we have implemented initiatives to enhance workplaceÂ satisfaction and foster a sense of belonging. From teamÂ bonding activities to celebrating important events andÂ festivals, we have cultivated an environment whereÂ employees are not only productive but also motivatedÂ to contribute their best. Here is a short summary ofÂ activities conducted:

1) Â Â Â Team Bonding Activities

Employees were made to play fun games and activities that fostered a sense of unity and also enhancedÂ problem-solving skills under time constraints.

2) Â Â Â Celebrating Festivals and Important Events-

Employees got together to celebrate festivals such as Holi, Janmashtami, Diwali, Women's Day, etc.Â This created a sense of togetherness and belongingÂ among the employees and associates.

3) Â Â Â Blood Donation Camp

Blood Donation Camps were organised by the Company, reflecting their commitment to socialÂ responsibility and community welfare. The camp wasÂ well-organised, ensuring a smooth and safe donationÂ process for all participants. This initiative not onlyÂ contributed to saving lives but also fostered a senseÂ of solidarity and compassion among the associates.

Blood Donation camp were organised on September 6, 2023 and March 9, 2024 where 516 and 416 unitsÂ of blood were donated which shows the sense ofÂ belongingness of our associates towards the society.

4) Â Â Â Employee Development and Training

Investing in the continuous development of our employees has been a testament to our commitmentÂ to growth. We have expanded training programs thatÂ equip our teams with the skills necessary to adapt toÂ technological advancements and evolving industryÂ standards. Furthermore, personalised developmentÂ plans have empowered employees to chart theirÂ career trajectories within the organisation, nurturingÂ a culture of learning and professional fulfilment.

The brief about training programs carried out last year is as follows -

No of Participants - 16772 - Training hours - 46389, per associates training hrs - 6.73

A special emphasis was given to training on Leadership Development this year. Associates withÂ Leadership potential were trained in the same.

5) Â Â Â Diversity, Equity, and Inclusion

Promoting diversity, equity, and inclusion (DEI) has been instrumental in driving innovation and fosteringÂ a culture of respect. We have taken proactive stepsÂ to ensure that our workforce reflects the diversity ofÂ the communities we serve, embedding DEI principlesÂ into every facet of our HR practices. By embracingÂ different perspectives and experiences, we haveÂ enriched our organisational dynamics and fortifiedÂ our reputation as an employer of choice.

6) Â Â Â Compliance and Ethical Standards

Upholding ethical standards and compliance with regulatory frameworks has underpinned our HRÂ practices. We have strengthened governanceÂ mechanisms to safeguard employee rights andÂ privacy, reinforcing trust and transparency within ourÂ workforce. By adhering to ethical guidelines, we haveÂ cultivated a corporate culture grounded in integrity,Â laying a solid foundation for sustainable growth.

Workforce Strength & Recruitment

Given the Company's rapid growth, recruitment is an on-going process where we strive to identify, select andÂ appoint the right people for the job at hand.

Total Associates as on 31st March 2024 for JISL = 6893 Gross Addition during 2023-2024 for JISL = 883Â Overview

The past year has been marked by significant advancements in our human resources initiatives,Â each contributing to our overarching goal of drivingÂ organisational excellence. From strategic workforceÂ planning and talent acquisition to employeeÂ development and well-being, our HR efforts have beenÂ instrumental in navigating challenges and seizingÂ opportunities. Looking ahead, we remain committedÂ to fostering an inclusive and dynamic workplace whereÂ talent thrives and innovation flourishes. As we continueÂ to evolve in a rapidly changing landscape, our dedicationÂ to harnessing the potential of our human capital willÂ undoubtedly propel us towards continued success.

7) Directorâs Responsibility Statement

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

i) Â Â Â In the preparation of the FY24 annual accounts, theÂ applicable Accounting Standards (Ind AS) have beenÂ followed along with proper explanation relating toÂ material departures except, to the extent indicated inÂ notes;

ii) Â Â Â The accounting policies are selected and appliedÂ consistently and are reasonable; prudent judgments,Â and estimates were made so as to give a true andÂ fair view of the state of affairs of the Company as atÂ 31st March, 2024, and, of the profit of the standaloneÂ Company for the year ended 31st March, 2024;

iii) Â Â Â The Directors had taken proper and sufficient care forÂ the maintenance of adequate accounting records inÂ accordance with the provisions of Companies Act,Â 2013, for safeguarding the assets of the CompanyÂ and for preventing and detecting fraud and otherÂ irregularities;

iv) Â Â Â The Directors had prepared the annual accounts forÂ the FY ending 31st March, 2024 on a 'going concernÂ basis' and;

v) Â Â Â The Directors had laid down internal financial controlsÂ to be followed by the Company and that such internalÂ financial controls are adequate and were operatingÂ effectively.

vi) Â Â Â The Directors had devised proper systems to ensureÂ compliance with the provisions of all applicable lawsÂ and that such systems were adequate and operatingÂ effectively.

B] Subsidiaries & Associate

1) Â Â Â Jain Farm Fresh Foods Limited - Subsidiary

a) Â Â Â Standalone

The Subsidiary has achieved revenues of ' 6,713 million in FY 2024 as against ' 6,603 million for FYÂ 2023, marginal increase of 1.7%. The net DomesticÂ Revenue was ' 3,007 million in FY 2024 as againstÂ ' 3,375 million for FY 2023, reflecting decline of 11%Â YoY. The Company has generated ' 3,624 millionÂ in the form of Export Revenue as against 3,053Â million for FY 2023 reflecting growth by 16% YoY.Â The earnings before depreciation, interest cost andÂ income tax was '997 million for FY 2024 as againstÂ ' 1,150 million for FY 202. Increase of profit fromÂ ordinary activities before tax was recorded at ' 23.39Â million for FY 2024 as against ' 1.48 million for FYÂ 2023. Net profit for the period was ' 9.89 million forÂ FY 2024 as against ' 10.35 million for FY 2023.

b) Â Â Â Consolidated

The Consolidated food business has recorded revenue of ' 17,501 million for FY 2024 as againstÂ ' 16,674 of FY 2023 reflecting growth by 5% YoY.Â The earnings before depreciation, interest cost andÂ income tax was ' 2,090 million for FY 2024 as againstÂ ' 2,054 million for FY 2023. The Finance Cost for FYÂ 2024 was ' 1,193 million as against ' 1,090 million inÂ FY 2023, increased by 9% YoY. The profit before taxÂ from continuing operation was ' 138 million for FYÂ 2024 as against ' 247 million of FY 2023. Net profitÂ for FY 2024 was ' 110 million as against profit ofÂ '259 million of FY 2023.

2) Â Â Â Sustainable Agro-Commercial Finance LimitedÂ (SAFL) - Associate

SAFL is focusing its activities on Farm and Farmer only and operates in the rural & semi-urban geographies ofÂ India. SAFL is currently operating across the states ofÂ Maharashtra, Karnataka and Madhya Pradesh.

During the year 2023-24, SAFLs financial performance details are as follows:

The Revenue from operations for FY 24 was ' 20 million, as against ' (57) million for FY 23. Other income for the year FY 24 was ' 68 million, as against ' 98 million for FY 23.

Employee cost was ' 91 million for FY 24, as against ' 104 million for FY 23. The finance cost for FY 24 was recorded at ' 194 million as against ' 206 million for FY 23. Net profit for FY 24 was ' 11 million as against loss of ' 560 million ofÂ FY 23.

3) Operations of Subsidiaries & SPV's

The Statement containing salient features of the financial statements of overseas subsidiary companies is attached in AOC-1 at Annexure II-Part A (b).

a) Â Â Â Operating subsidiaries

Information on operations and performance of operating subsidiaries is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report at Annexure V.

b) Â Â Â SPV's

Information of SPV's is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report at Annexure V.

C] Credit Ratings:

During the year the Credit Rating agency, CRISIL rated the Company as follows:

Rating Action by CRISIL:

Total Bank Loan Facilities Rated	'2730 Crore (Reduced from '2850 Crore)
Long Term Rating	CRISIL BBB-/Stable (Reaffirmed)
Short Term Rating	CRISIL A3 (Reaffirmed)
'814 Crore (Reduced from '950 Crore) Non - convertible Debentures	CRISIL BBB-/Stable (Reaffirmed)

Credit rating agency, ICRA has withdrawn, the ratings for the Bank facilities and part of Non-convertible Debentures (NCD's) of Jain Irrigation Systems Limited vide letter dated April 30, 2024. The Company had requested ICRA forÂ withdrawal of Bank loan facilities rating and outstanding NCD's. The Company submitted NOC's from the lenders/banks.Â As per ICRA's policy, it withdrew rating for Bank loan facilities of '2859.62 Crs and repaid NCD's of '129.22 Crs butÂ continued to rate outstanding NCD's of '813.77 Crs. The Company will be submitting necessary information to ICRA forÂ rating of outstanding NCD's for completing the surveillance exercise.

D] Issue of Warrants:

Pursuant to approval of Shareholders and regulators the Company had issued 4,27,86,430 Equity Shares Warrants to Promoter and Non Promoter at a conversion price of ' 46.64 each. The same shall be fully converted on pre decidedÂ price and terms are as follows:

Sr.	Name of Allottee	No. of Warrants	No.of Shares	Conversion Price	Amount
1)	Stocks & Securities (I) Pvt.Ltd.	1,63,21,607	1,63,21,607	46.64	76,12,39,750
2)	Alpha Alternatives Structured Credit Opportunities Fund	1,41,14,572	1,41,14,572	46.64	65,83,03,638
3)	Pinkstone Ventures LLP	70,57,286	70,57,286	46.64	32,91,51,819
4)	Tritiya Ventures LLP	52,92,965	52,92,965	46.64	24,68,63,887
Â	Total	4,27,86,430	4,27,86,430	Â	1,99,55,59,094

The 25% proceeds* received as a deposit was used for strengthening the capital base and meet other short and medium obligations of the Company. The 75% proceeds of the allotment will be used to finance the fund requirement, toÂ strengthen its capital base & meet other short & medium term obligations & address its working capital requirement onÂ a long term basis.

* (As per Monitoring Agency report)

E] Governance disclosures

1) Employee Stock Option Plan (ESOP)

i) Â Â Â JISL Employees ESOP's Trust :Â On recommendation of Nomination and Remuneration Committee the Board ofÂ Directors in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vestÂ 1/5th of 18,96,429 equity shares (granted on 31/03/2020 through Trust Route) on the 25th May 2024 instead of 31stÂ March, 2025.

ii) Â Â Â JISL ESOP, 2011/ 2018

i] A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP including: On recommendation of Nomination and Remuneration Committee the Board of DirectorsÂ in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 2/3rd ofÂ 43,56,000 equity shares (granted on 11/11/2022 trough Primary Route) on the 25th May 2024 instead of 10thÂ November, 2024 and 10th November, 2025.

Sr.	Particulars	ESOP 2011
1)	Date of Shareholders approval -	30th September, 2011,27th September, 2013 & 28th September, 2018
2)	Total number of options approved under ESOS	43,56,000 granted on 11-11-2022
3)	Vesting requirements	1/3rd of grant every year*
4)	Exercise price or pricing formula	'36.00 - 3.60=32.40 per share
5)	Maximum term of options granted	5 years
6)	Source of shares (primary, secondary or combination)	Primary for above Shares
7)	Variation in terms of options	Vesting period amended as above.

* Remaining 2/3rd will get vest on 25th May 2024 instead of 10th November, 2024 and 10th November, 2025 ii] Trust Shares movement during the year

Sr.	Particulars	ESOP 2011
1)	Number of Shares outstanding at the beginning of the period	18,96,429*
2)	Number of Shares granted during the FY 2024	NIL
3)	Number of Shares forfeited / lapsed during the FY 2024	NIL
4)	Number of Shares vested during the FY 2024	3,72,986
5)	Number of Shares exercised during the FY 2024	NIL
6)	Number of shares arising as a result of exercise of options	NIL
7)	Money realized by exercise of Shares ('), if scheme is implemented directly by Company	NIL
8)	Loan repaid by the Trust during the year from exercise price Received	NIL
9)	Number of Shares outstanding at the end of the year	18,96,429
10)	Number of Shares exercisable at the end of the year	18,96,429

* Granted on 31.03.2020 with 5 years vesting period, 1/5 every year at ' 35.02 each, however Board on 18.05.2024 altered the vesting period to vest remaining 1/5th equity shares on the 25.05.2024 instead of 31.03.2025.Â iii] Details related to the Trust

a) General information on all schemes

Particulars	Details
Name of the Trust	JISL Employees ESOP's Trust
Details of the Trustee(s)	1) Â Â Â IDBI Trusteeship Services Limited 2) Â Â Â Mr. Aaron Solomon, Solicitor 3) Â Â Â Mrs. Snehal Walvalkar, FCA 4) Â Â Â Jayant M Thakur, CA
Amount of loan disbursed by Company / any Company in the group, during the year	' 6,64,12,943.58
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	' 6,64,12,943.58
Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security orÂ guarantee	NIL
Any other contribution made to the Trust during the year	NIL

b) Movement of Shares during the year under review

Sr.	Particulars	Details
1)	Number of Shares	0.38% (18,96,429)
2)	Held at the beginning of the year	18,96,429
3)	Acquired during the year	NIL
4)	Sold during the year	NIL
5)	Transferred to the employees during the year	18,96,429 vested but not exercised yet
6)	Held at the end of the year	18,96,429

c) In case of secondary acquisition of shares byÂ the Trust

The Trust has purchased 18,96,429 (Eighteen lakhs ninety six thousand four hundred &Â twenty nine) Ordinary Equity Shares of theÂ Company from the Secondary market inÂ Financial Year 2019-20. They were grantedÂ on 31.03.2020 with 1 /5th vesting each year,Â however on recommendation of NominationÂ and Remuneration Committee the Board ofÂ Directors in their meeting held on 18th May,Â 2024 altered the vesting period of ESOPÂ Schemes 2011/2018 to vest 1/5th of 18,96,429Â equity shares on the 25th May 2024 instead ofÂ 31st March, 2025.

2) Corporate Social Responsibility & SustainabilityÂ brief

ESG and Sustainability Disclosures

The Company reports on its ESG performance through both mandatory and voluntary platforms, includingÂ the Business Responsibility and Sustainability ReportÂ (BRSR). The Company discloses ESG indicators inÂ alignment with the International Finance Corporation'sÂ (IFC) Performance Standards I to IV. The Company is inÂ process to map its internal energy management targetsÂ using the international Science Based Targets initiativeÂ (SBTi) methodology and is actively working to set itsÂ long-term climate targets.

To measure sustainability performance, the Company has established a system based on economic,Â environmental, and social indicators related to materialÂ topics identified through comprehensive stakeholderÂ consultations following the International SustainabilityÂ Standards e.g. Global Reporting Initiative (GRI) andÂ Carbon Disclosure Project (CDP). The organizationÂ follows a biennial cycle for sustainability data assurance.Â An independent third-party assurance is obtainedÂ in accordance with the international ISAE 3000 andÂ AA1000AS standards, and assurance certificates areÂ available to stakeholders upon request. In the comingÂ years, the Company plans to publish an IntegratedÂ Report. More details on sustainability can be found atÂ https://www.jains.com/Company/sustainable_at_jains.Â htm

Climate Change Mitigation at a glance

The Company is committed to protect the environment from the impact of climate change. We are among theÂ few organizations in the country that have incorporated

GHG accounting and mitigation actions into their management systems, certified by a third party. WeÂ account for and report our complete Scope 1 and ScopeÂ 2 GHG emissions, mitigation efforts through renewableÂ energy, and removals through afforestation. In FY24, weÂ expanded our GHG inventory to include seven categoriesÂ of Scope 3 GHG emissions, marking the highest-everÂ Scope 3 reporting by our organization. This year, weÂ will continue to report to the Carbon Disclosure ProjectÂ (CDP) to assess our performance in climate action, evenÂ though we are not part of their sample.

We have implemented and registered renewable energy and energy efficiency projects to generate green energyÂ and mitigate climate change. Some of these projectsÂ are also registered under the Clean DevelopmentÂ Mechanism (CDM) of the United Nations FrameworkÂ Convention on Climate Change (UNFCCC). All ourÂ registered CDM projects have the potential to generateÂ over 25,000 carbon credits per annum. Additionally, ourÂ solar and biogas-based power generation projects areÂ registered under the Renewable Energy Certificate (REC)Â Scheme. Furthermore, the Company has conductedÂ stakeholder consultations for two new carbon creditÂ projects. The first project focuses on nature-basedÂ solutions, aiming to improve soil organic carbon throughÂ regenerative agriculture, micro-irrigation and fertigationÂ techniques. The second project involves convertingÂ waste into biochar. The Company plans to implementÂ these two projects in FY 24-25.

Corporate Social Responsibility

The Company has a comprehensive Corporate Social Responsibility (CSR) policy, which includes identifiedÂ programs and projects. The CSR policy is reviewedÂ annually under the guidance of the CSR Committee.Â The CSR Committee has approved the execution ofÂ CSR activities both directly and through two trusts: theÂ Bhavarlal and Kantabai Jain Multipurpose FoundationÂ (BKJMF) Trust, Jalgaon, and the Section-8 CompanyÂ Gandhi Research Foundation (GRF), Jalgaon. In addition,Â the Company will also continue to do CSR projectsÂ on its own. The CSR policy of Jain Irrigation SystemsÂ Ltd. can be accessed through an online link: https://Â www.primeinfobase.in/Pages/JISLJALEQS_POLICY.Â aspx?value=3cYDU7170mvM600MSHCcMw==. TheÂ CSR Report is attached as Annexure III to this report.

Please refer to the corporate social responsibility report and business responsibility and sustainability report forÂ more details.

3) Key Managerial Personnel, Directors retiringÂ and their background

a) Key Managerial Personnel

The following are KMP's of the Company for FY 24

Sr.	Name of KMPâs	Designation
1)	Shri. Ashok B. Jain	Whole Time Director
2)	Shri. Anil B. Jain	Vice Chairman & Managing Director
3)	Shri. Ajit B. Jain	Joint Managing Director
4)	Shri. Atul B. Jain	Joint Managing Director
5)	Shri. Bipeen Valame	Chief Financial Officer
6)	Shri. Avdhut Vasant Ghodgaonkar	Company Secretary & Chief ComplianceÂ Officer

b) Retirement by Rotation and ReappointmentÂ Retirement by Rotation

Mr. Anil B. Jain (DIN: 00053035)

In accordance with the provisions of the Companies Act, 2013, Mr. Anil B Jain, retire byÂ rotation at the 37th annual general meeting. TheÂ Board of Directors, on the recommendation of theÂ Nomination and Remuneration ("NRCâ) Committee,Â has recommended his re-appointment.

Mr. Anil B. Jain retires by rotation as per the Companies Act, 2013, and being eligible offersÂ himself for reappointment, at the 37th AnnualÂ General Meeting. For brief background of directorÂ refer Secretarial Standard Disclosures given inÂ Annexure-I of the Notice.

Re-appointment of Independent Directors

i) Â Â Â Mr. Johannes Bastiaan Boudewijn MohrmannÂ (DIN: 08574511)

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015,Â Mr. Johannes Bastiaan Boudewijn Mohrmann,Â Independent Director has completed his first fiveÂ years term as an Independent Director.

Being eligible, the Board on 23rd July, 2024 based on the recommendation of the Nomination andÂ Remuneration Committee proposed his reappointment as an Independent Director of theÂ Company, not liable to retire by rotation, for aÂ second term effective from the conclusion of 37thÂ Annual General Meeting till conclusion of 42ndÂ Annual General Meeting to be held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of theÂ Notice.

ii) Â Â Â Ms. Nancy Marie Barry (DIN: 08848632)

Ms. Nancy Marie Barry, Independent Director has attained the age of 75 years on 2nd AugustÂ 2024. Pursuant to Regulation 17(1 A) of SEBIÂ (Listing Obligations and Disclosure Requirements)Â Regulations, 2015, no listed entity shall continueÂ the directorship of any person as a Non- Executive

Director who has attained the age of seventy five years unless a Special Resolution by ShareholdersÂ is passed to that effect. Hence, the Board onÂ 23rd July, 2024 based on the recommendationÂ of the Nomination and Remuneration CommitteeÂ proposed her re-appointment as an IndependentÂ Director of the Company, not liable to retire byÂ rotation, for a term of five years effective fromÂ the conclusion of 37th Annual General Meeting tillÂ conclusion of 42nd Annual General Meeting to beÂ held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of theÂ Notice.

c) Â Â Â New Appointment

i) Â Â Â Mr. Shishir Dalal (DIN: 00007008)

The Board on 18th May, 2024 based on the recommendation of the Nomination andÂ Remuneration Committee, approvedÂ Â Â Â the

appointment of Mr. Shishir Dalal as an Additional (Independent) Director of the Company, liable toÂ retire at the 37th AGM, but to be appointed as anÂ Independent Director for the term of five yearsÂ effective from the conclusion of 37th AnnualÂ General Meeting till conclusion of 42nd AnnualÂ General Meeting to be held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of theÂ Notice.

ii) Â Â Â Mr. Ashok Dalwai (DIN: 01945533)

The Board on 23rd July, 2024 based on the recommendation of the Nomination andÂ Remuneration Committee, approvedÂ Â Â Â the

appointment of Mr. Ashok Dalwai as an Additional (Independent) Director of the Company, liable toÂ retire at the 37th AGM, but to be appointed as anÂ Independent Director for the term of five yearsÂ effective from the conclusion of 37th AnnualÂ General Meeting till conclusion of 42nd AnnualÂ General Meeting to be held in year 2029.

For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of theÂ Notice.

d) Â Â Â Completion of Tenure

Mr. Devendra Raj Mehta (DIN: 01067895)

In accordance with the provisions of the Companies Act, 2013, Mr. Devendra Raj Mehta, IndependentÂ Director, has completed his 2nd five years term asÂ an Independent Director and consequently ceased toÂ be a Director of the Company w.e.f. March 31,2024.Â The Board of Directors and the Management of theÂ Company expressed deep appreciation and gratitudeÂ to Mr. D R Mehta for his extensive contribution andÂ stewardship during his tenure as an IndependentÂ Director.

e) Â Â Â Disclosures on Independence etc.

The Company has received declarations from all the Independent Directors (New and Old) of the CompanyÂ confirming that:

a) Â Â Â they meet the criteria of independence prescribedÂ under the Act and the Listing Regulations; and

b) Â Â Â they have registered their names in the IndependentÂ Directors' Databank of IICA.

The Company has devised, inter alia, the following policies viz.:

[a] Â Â Â Policy stating Terms and Conditions forÂ Appointment of Independent Directors.

[b] Â Â Â Appointment & Remuneration Policy forÂ Directors,

4) Â Â Â Risk Management

The Company has a structured Risk Management Committee which comprises of: Mr. Bastian MohrmannÂ as Chairman, Ms. Radhika Dudhat, Mr. GhanshyamÂ Dass, Mr. Ajit Jain and Mr. Atul Jain as members. TheÂ Risk Management Committee has been entrusted withÂ the responsibility to assist the Board in:

a) Â Â Â overseeing and approving the Company's enterpriseÂ wide risk management framework; and

b) Â Â Â ensuring that all material Strategic and CommercialÂ including Cyber security, Safety and Operations,Â Compliance, Control and Financial risks have beenÂ identified and assessed and adequate risk mitigationsÂ are in place, to address these risks. Further detailsÂ on the Risk Management activities including theÂ implementation of risk management policy, keyÂ risks identified, and their mitigations are covered inÂ Management Discussion and Analysis section, whichÂ forms part of the Annual Report.

c) Â Â Â Framework, designed to identify, assess and mitigateÂ risks appropriately.

For more details please refer to Management Discussion and Analysis (MD&A) & BusinessÂ Responsibility and Sustainability Report (BRSR).

5) Â Â Â Internal Financial Controls (âIFCâ)

The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have beenÂ laid down in the Company and that such controls areÂ adequate and operating effectively. The foundationÂ of Internal Financial Controls ('IFC') lies in the CodeÂ of Conduct of the Company, policies and proceduresÂ adopted by the Management, corporate strategies,Â annual business planning process, managementÂ reviews, management system certifications and the riskÂ management and mitigation framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. TheÂ framework has been designed to provide reasonableÂ assurance with respect to recording and providingÂ reliable financial and operational information, complyingÂ with applicable laws and regulations, safeguarding theÂ assets from unauthorized use, executing transactionsÂ with proper authorization and ensuring complianceÂ with corporate policies formulated by Board or its subÂ committees. The controls, based on the prevailingÂ business conditions and processes have been tested

during the year and no reportable material weakness in the design or effectiveness was observed. TheÂ framework on IFC over Financial Reporting has beenÂ reviewed by the internal team and the statutory auditors.Â The Company uses various IT platforms to keep the IFCÂ framework robust. The systems, standard operatingÂ procedures and controls are implemented by theÂ management team and are reviewed by the internalÂ audit team whose findings and recommendations areÂ placed before the Audit Committee.

a) Â Â Â Policies and processes adopted for orderly &Â efficient conduct of business

The Company has formalized and revised various policies at Board level to ensure ethical, orderly,Â timely, flexible and efficient conduct and control ofÂ business in all its divisions, namely High tech agriÂ inputs and plastic division, besides processing ofÂ foods and vegetables through its subsidiary JFFFL inÂ all products and others.

b) Â Â Â Safeguarding of assets

The Company has evolved efficient, effective mechanism for the safeguarding of its assetsÂ whether tangible or intangible, assets and propertyÂ with self-control or third parties, funds or securitiesÂ and negotiable instruments, employee associates.Â Besides providing for safety, housekeeping andÂ security of the assets, the assets are adequatelyÂ insured against perils/happenings etc.

c) Â Â Â Prevention and detection of fraud and errors

The Company has an internal audit department and an external Internal Audit team which coverÂ each manufacturing location of the Company andÂ conducts comprehensive audit of every singleÂ financial transaction, as well as reconciliation toÂ accomplish control and to ensure prevention ofÂ fraud, which reviews depots/ other processes likeÂ purchase, statutory compliance, collection, foreignÂ exchange, taxation, costing, compliance, accountingÂ etc. The Company's management information andÂ accounting system also integrates internal controlÂ mechanism.

d) Â Â Â Accuracy and completeness of accountingÂ records

The Company has in place fully integrated ERP system, based on SAP software, and its subsidiary'sÂ records also get integrated while consolidating theÂ same as per requirements of Law and regulationsÂ for the time being in force. Company is operatingÂ SAP ERP system on a third party hired cloud server,Â being cloud server services, the BCP is taken care ofÂ by the service provider. ERP System encompassesÂ authorization matrix and maker / checker verificationÂ to ensure transparent and timely flow of information,Â and recording thus creating appropriate andÂ conductive platform for effective control and decisionÂ making. The accounting system has the provision forÂ Audit trail and check mechanism for use by variousÂ auditors.

e) Â Â Â Timely preparation of reliable financialÂ information

The Company has a robust and efficient mechanism for timely preparation of reliable financial information,Â within given timelines and has a track record ofÂ submitting information without any delay to relevantÂ authorities.

f) Â Â Â Monitoring and Reporting

The Company has put in place a mechanism to monitor and report exceptions on complianceÂ requirements on enterprise wide level. Company hasÂ already implemented IT platform to capture nonconformity and reporting to Chief Compliance OfficerÂ & Company Secretary, who is mainly responsible forÂ the monitoring control and reporting function. In caseÂ of non-compliance despite warnings thrown up in theÂ system, a gradual system of remedial action, warning,Â punishment is laid down depending on gravity andÂ level of non-compliance and deterrent is in place forÂ non- compliance.

For details please refer Management Discussion and Analysis (MDA)

6) Board Evaluation Process

In terms of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Â Regulations, 2015, Board has constituted Nomination &Â Remuneration Committee (NRC) with three IndependentÂ Directors and one Non-Independent Director, andÂ an Independent Director being Chairperson of theÂ Committee.

Board has evolved Company's policy for appointment and remuneration based on qualifications, positiveÂ attributes, the details of which are laid out inÂ Appointment & Remuneration Policy at https://Â www.primeinfobase.in/Pages/JISLJALEQS_POLICY.Â aspx?value=3cYDU7170mvM600MSHCcMw==

a) Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and sub Regulation (3) and (4) of Regulation 25Â of the SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015 a separate meetingÂ of Independent Directors was held on 17th March,Â 2024 to review the performance of Chairman andÂ Executive Directors via Audio visual means based onÂ certain desired attributes: Director's Vision, BusinessÂ & Industry Knowledge & Expertise, Director's BusinessÂ Commitment & Organizational Leadership, Director'sÂ Engagement at the Board deliberations, Integrity &Â Honesty, etc.

The Nomination and Remuneration Committee has evolved the policy for performance evaluationÂ of Chairman, Executive Directors, Committee andÂ the Board as whole and updated the formats asÂ per requirements of SEBI (Listing Obligations andÂ Disclosure Requirements), Regulations, 2015. TheÂ evaluation of the Board as a whole was conductedÂ in the Board Meeting held on 18.05.2024 and

subsequently completed as per the provisions of the Companies Act, 2013 and SEBI (LODR), Regulations,Â 2015.

b) Criteria for evaluation of Board and itsÂ Committees

1) For Board:

a) Â Â Â Composition and Quality

Board members have the appropriate talent, expertise, qualifications, and skills to effectivelyÂ contribute to meet the best interests of theÂ Company.

The Board members spend sufficient time in understanding the vision, mission of theÂ Company and strategic and business plans,Â financial reporting risks and related internalÂ controls and provides critical oversight on theÂ same.

The Board has appropriate combination of industry knowledge and diversity viz gender,Â experience, background.

â¢ Â Â Â The Board has the proper number of committeesÂ as required by legislation and guidelines, withÂ well-defined reporting requirements.

â¢ Â Â Â The Board understands the legal requirementsÂ and obligations under which they act; i.e.Â byelaws, corporate governance requirements,Â etc. and discharge functions accordingly.

b) Â Â Â Board Meetings and Procedures

The Meetings of the Board are held on regular basis and the frequency of such meetings areÂ enough for the Board to undertake its dutiesÂ properly.

The Board meeting agenda and related background papers are concise and provideÂ information of appropriate quality and detail onÂ timely basis.

The Board meetings encourage a high quality of discussions and decision making.

The Board effectively works collectively as a team in the best interest of the Company.

All proceedings and resolutions of the Board are recorded accurately, adequately and on aÂ timely basis.

The minutes of Board meetings are clear, accurate, consistent, complete and timely.

The facility for video conferencing for conducting meetings is robust.

c) Â Â Â Strategy

Board devotes time for development of suitable strategies and business plans to effectivelyÂ manage current and potential strategic issues.Â Effectively engages with management in theÂ strategic planning process, including corporateÂ goals, objectives and overall operating andÂ financial plans to achieve them.

d) Â Â Â Governance & Compliance

â¢ Â Â Â The Board evaluates and analyses theÂ compliance certificate from the auditors /Â practicing Company secretaries regardingÂ compliance of conditions of corporateÂ governance and other applicable laws.

The Board exhibits willingness to spend time and effort to learn about the Company and itsÂ business.

e) Â Â Â Risk Management

The processes are in place for ensuring that the board is kept fully informed on allÂ material matters between meetings (includingÂ appropriate external information e.g. emergingÂ risks and material regulatory changes).

The adequacy of Board contingency plans for addressing and dealing with crisis situations.Â The Board has sufficient understanding of theÂ risk attached with the business structure andÂ the Board uses appropriate risk managementÂ framework and whether board reviewed andÂ understood the risks provided in the internalÂ audit report and whether management hasÂ taken sufficient steps to mitigate the risk.

f) Â Â Â Board and Management Relations

â¢ Â Â Â The Board has a range of appropriateÂ performance indicators that are used toÂ monitor the performance of management. (??Â Whether these are documented? If not, thisÂ could be removed)

Adequate level of independence of the management from the Board.

Management and the Board are easily accessible to each other.

The Board is well informed on all issues (short and long-term) being faced by the Company.

An effective succession plan of board in place.

g) Â Â Â Relations with Stakeholders

â¢ Â Â Â The Board regularly checks organization's vigilÂ mechanism or whistle blower policy & makesÂ sure that the mechanism is working effectivelyÂ during the year.

The amount of time spent on discussions on strategic and general issues is sufficient.

The Board monitors and manages to avoid potential conflicts of interest of management,Â members of the board of directors andÂ shareholders, including misuse of corporateÂ assets and abuse in related party transactions

h) Â Â Â Professional Development

Adequate induction and professional development programs are made available toÂ new and old directors.

Appropriate development opportunities are encouraged and communicated well in time.

2) Â Â Â For Committees:

a) Â Â Â Composition, Effectiveness, Functions andÂ duties

â¢ Â Â Â The Mandate, composition and workingÂ Procedures of the committee are clearlyÂ defined and discussed.

â¢ Â Â Â Committee takes effective and proactiveÂ measures to perform its functions.

The composition of the committee is in compliance with the legal requirements.

b) Â Â Â Structure of the Committee and Meetings

The Committee is properly structured and regular meetings are held.

Committee meetings are organized properly and appropriate procedures are followed in thisÂ regard.

c) Â Â Â Management Relations

Committee meetings are conducted in a manner that encourages open communicationÂ and meaningful participation of its members.

d) Â Â Â Contribution to Decisions of the Board

â¢ Â Â Â Committee makes periodic reporting toÂ the Board along with its suggestions andÂ recommendations.

3) Â Â Â For Individual Director:

a) Effectiveness, Functions and duties

The Director has sufficient understanding and knowledge of the entity and the sector in whichÂ it operates.

The Director understands and fulfills the functions as assigned to him by the Board andÂ the law.

The Director is available for meetings of the Board and the Board Committees where he is aÂ member and attends the meeting regularly andÂ timely, without delay.

Participates in board and committee meetings actively and consistently and is able to functionÂ as an effective team-member.

Understands, and can evaluate, the risk environment of the organization and proactivelyÂ contributes in development of strategy for theÂ risks.

Shares domain knowledge and experience to bear on the critical areas of performanceÂ of the organization and keeps self-updated inÂ knowledge in area of expertise.

The Director has constructive and analytical decision making abilities and coreÂ competencies for effective functioning of theÂ Board.

â¢ Â Â Â Demonstrates highest level of integrityÂ (including conflict of interest disclosures,Â maintenance of confidentiality, etc.)

Where applicable, as Chairperson of respective committees, he/she is impartial in conductingÂ discussions, seeking views and dealing withÂ dissent, etc. Seeks appropriate clarification,Â or amplification of information as and whenÂ necessary.

Conducts himself/herself in a manner that is ethical and consistent with the applicable laws.

Proactively contributes to development of strategy and towards risk management of theÂ Company.

The Director is available for meetings of the Board and the Board Committees where he is aÂ member and attends the meeting regularly andÂ timely, without delay.

Participates in board and committee meetings actively and consistently and is able to functionÂ as an effective team-member.

4) For Chairman:

a) Effectiveness, Functions and duties

Whether the Chairman leads the Board effectively.

Whether the Chairman ensure participation of all members in the Board deliberations.

Whether Chairman guides the Board /Management on key issues to be brought up to the Board forÂ deliberations.

â¢ Whether the Chairman enhances the Company's image in dealing with major stakeholders.

7) Â Â Â Familiarisation programme for NewÂ Independent Directors (IDâs)

The Board members are provided with necessary documents / brochures, reports and internal policiesÂ to enable them to familiarise with the Company'sÂ procedures and practices. Periodic presentationsÂ are made at the Board and Committee meetings onÂ business and performance updates of the CompanyÂ including Finance, Sales, Marketing of the Company'sÂ major business segments, practices relating to HumanÂ Resources, overview of business operations of majorÂ subsidiaries, global business environment, businessÂ strategy and risks involved, quarterly updates onÂ relevant statutory, regulatory changes and landmarkÂ judicial pronouncements encompassing importantÂ laws are regularly circulated to the Directors. Visit atÂ headquarters is generally organized for the IndependentÂ Directors on first appointment as Independent DirectorÂ to enable them to understand and get acquaintedÂ with the operations of the Company. Details of suchÂ familiarisation programmes for the IndependentÂ Directors are available on the website of the Company.

8) Â Â Â Vigil Mechanism

The Company has adopted a Whistle Blower Policy & Vigil Mechanism to provide a mechanism to all employees,

suppliers and vendors to report their concern about suspected fraud or violation of Company's ethics policy,Â code of conduct. The policy provides direct access forÂ all to Chairman of Audit Committee and it is affirmedÂ that no person of the Company has been denied accessÂ to the Audit Committee. The policy of vigil mechanism isÂ available on the Company's website and web-link thereÂ to isÂ https://www.primeinfobase.in/Pages/JISLJALEQS_Â POLICY.aspx?value=3cYDU7170mvM600MSHCcMw==

9) Â Â Â Fraud Reporting

Directors have confirmed that there is no detection of fraud. Pursuant to provisions of the Section 143(12) ofÂ the Companies Act, 2013, neither the Statutory AuditorsÂ nor the Secretarial Auditor has reported any incident ofÂ fraud to the Audit and Risk Management CommitteeÂ during the year under review.

10) Â Â Â Fixed Deposits

The Company has not accepted, nor renewed any deposits from public, under the Companies Act 2013Â and Companies (Acceptance of Deposits) Rules, 2014,Â including amendments to the same. The Company hadÂ no unclaimed / overdue deposits as on 31st March,Â 2024.

11) Â Â Â Auditors

a) Â Â Â Statutory Auditors

Singhi & Co., Kolkata Chartered Accountants were appointed as Statutory Auditors of the Company forÂ a term of 5 (five) consecutive years, at the annualÂ general meeting held on 30th December, 2020. TheÂ Auditors have confirmed that they are not disqualifiedÂ from continuing as Auditors of the Company. TheÂ Auditors' Report does not contain any qualification,Â reservation, adverse remark or disclaimer.

b) Â Â Â Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost RecordsÂ and Audit) Rules, 2014, the Company has maintainedÂ cost records.

Pursuant to the provision of the Section 148 of the Companies Act, 2013, the Board has appointed M/s.Â D. C. Dave & Co., Cost Accountants, Mumbai as theÂ Cost Auditors for FY 2024. The Shareholders mayÂ approve the remuneration to be paid to them for FYÂ 2024-25.

c) Â Â Â Secretarial Auditor

The Board had appointed M/s V. Laxman and Co. firm of Company Secretary in practice to conductÂ Secretarial Audit for the financial year 2024. TheÂ Secretarial Audit Report for the financial year endedÂ March 31, 2024 is annexed herewith and markedÂ as Annexure IX to this Report. The Secretarial AuditÂ Report does not contain any qualification, reservation,Â adverse remark or disclaimer.

d) PCS Certificate on Corporate GovernanceÂ Report

Amrita Nautiyal & Associates, Mumbai certified Corporate Governance report under SEBI (LODR)Â Regulations, 2015. The PCS Certificate is annexedÂ herewith with Annexure IV (Corporate GovernanceÂ Report).

12) Meetings of the Board & it's Committees

a) Â Â Â Board Meeting

Six Meetings of the Board of Directors were held during the year. The particulars of the meetings heldÂ and attended by each Director are detailed in theÂ Corporate Governance Report. For more detailsÂ please refer to CG Report Annexure IV.

b) Â Â Â Audit Committee

The Audit Committee comprises of: Shri Ghanshyam Dass (Chairman), Shri. Narendra Jadhav, ShriÂ Bastiaan Mohrmann, Ms. Nancy Barry and Shri AnilÂ Jain. During the year, all the recommendations madeÂ by the Audit Committee were accepted by the Board.Â For details on scope etc. please refer to CG Report atÂ Annexure IV.

c) Â Â Â Corporate Social Responsibility Committee

The Corporate Social Responsibility comprises of: Shri D.R. Mehta (Chairman), Shri Ashok B. Jain andÂ Shri Atul B. Jain. A report on CSR initiatives by theÂ Company and mandated expenses in annexed atÂ Annexure III.

d) Â Â Â Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of: Ms. Radhika Dudhat (Chairman), Shri H P Singh,Â Ms.Nancy Barry has reviewed the managerialÂ remuneration for the year FY24. For details referÂ Corporate Governance Report annexed Annexure IV.

e) Â Â Â Stakeholdersâ Relationship Committee

The Stakeholders' Relationship Committee comprises of: Shri Narendra Jadhav (Chairman), Shri H P SinghÂ and Shri Ajit B. Jain has appreciated managementÂ for its low blemish/complaints record during theÂ year. For details see Corporate Governance ReportÂ annexed Annexure IV.

f) Â Â Â Risk Management Committee

The Risk Management Committee comprises of: Mr. Bastiaan Mohrmann (Chairman), Ms. RadhikaÂ Dudhat, Shri. Ajit B. Jain, Shri. Atul B Jain and ShriÂ Ghanshyam Dass. The committee met on 09.02.2024Â and reviewed the risk framework and mitigationÂ measures. For details see Corporate GovernanceÂ Report annexed Annexure IV.

g) Â Â Â Operations & Review Committee

The Operations & Review Committee comprises of: Shri. Anil B. Jain, Shri. Ajit B. Jain, Shri. Atul B. JainÂ has reviewed the operations for FY 2024. For detailsÂ see Corporate Governance Report annexed AnnexureÂ IV.

h) Â Â Â Sub Committee (Allotment)

The Sub Committee (Allotment) comprises of: Shri. Anil B. Jain, Shri. Ghansham das, Ms. Radhika DudhatÂ have reviewed the allotment made during the FYÂ 2024. For details see Corporate Governance ReportÂ annexed Annexure IV.

13) a) Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only five of the persons in employment ofÂ the Company have drawn remuneration in excess ofÂ '8,50,000/- per month, during the year under reviewÂ or part thereof as per details in the Annexure I to thisÂ report.

b) Particulars of Top 10 Employees and related disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the CompaniesÂ (Appointment and Remuneration of ManagerialÂ Personnel) Rules, 2014, a statement showing theÂ names of the top ten employees (other than KeyÂ Managerial Personnel's) in terms of net remunerationÂ drawn and names and other areas handled byÂ employees are given below:

Sr.	Full Name	Designation	Area of Responsibility	CTC -FY 2023-24Â (in ')	CTC -FY 2022-23Â (in ')
1)	Jain Abhay Kantilal	President	Sales Domestic (Maharashtra)	8,177,652	7,564,922
2)	Kataria Anilkumar	President	Sales Domestic (South)	7,949,520	7,309,125
3)	Patil Kalyansing Baburao	Exe. Senior Vice President	Sales Tissue Culture	6,508,140	5,657,215
4)	Samdani Vijay Loknath	Senior Vice President	IT - Project	6,299,052	5,673,073
5)	Desarda Dongarmal Inderchand President		Indirect Tax	5,906,856	5,344,031
6)	Jain Jitendra Shrichand	Exe. Senior Vice President	Production Plastic Park	5,590,128	5,252,563
7)	Deshmukh Rajiv Bhalchandra	Senior Vice President	Banking	5,505,732	5,101,826
8)	Bhirud Ashish Pandurang	Vice President	Civil	5,473,140	4,940,270
9)	Patil Anil Bajirao	Exe. Senior Vice President	Tissue Culture	5,457,948	4,942,743
10) Joshi Abhijeet Bhaskar		Exe. Senior Vice President	Product Development	5,452,332	4,943,567

14) Promoters Group for the purposes of SEBI (Substantial Acquisition of Shares and Takeover)Â Regulations, 2011

In pursuance to clause 10 (1) (a) (ii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and definition of group, the representative of Promoters' Group of the Company has filed the following list of the individualÂ Promoters and Corporate entities of Promoters Group:

a) Individuals

Sr.	Name of the Core Promoterâs
1)	Shri. Bhavarlal H. Jain (deceased)
2)	Shri. Ashok B. Jain
3)	Shri. Anil B. Jain
4)	Shri. Ajit B. Jain
5)	Shri. Atul B. Jain

Sr.	Name of Core Promoterâs family members
1)	Smt. Jyoti Ashok Jain
2)	Arohi Ashok Jain
3)	Aatman Ashok Jain (N/G Ashok B Jain)
4)	Smt. Nisha A. Jain
5)	Athang Anil Jain
6)	Amoli Anil Jain
7)	Ashuli Anil Jain
8)	Smt. Shobhana Ajit Jain
9)	Abhedya Ajit Jain
10)	Abhang Ajit Jain
11)	Dr. Bhavana Atul Jain
12)	Anmay Atul Jain (N/G Atul B. Jain)
13)	Artham Athang Jain (N/G Athang A. Jain)

b) Corporate

Sr.	Name of Corporate Entity
1)	Atlaz Technology Pvt. Ltd - Promoter Group
2)	Cosmos Investment & Trading Pvt. Ltd. - Promoter Group
3)	Jalgaon Investments Pvt. Ltd. - Promoter Group
4)	Jain Brothers Industries Pvt. Ltd. - Promoter Group
5)	JAF Products Private Ltd. - Promoter Group
6)	Jain Extrusion &Moulding Pvt. Ltd. - Promoter Group
7)	Jain Vanguard Polybutelene Ltd. - Promoter Group
8)	Labh Subh Securities International Ltd. - Promoter Group
9)	Pixel Point Pvt. Ltd. - Promoter Group
10)	Stock & Securities India Pvt. Ltd. - Promoter Group
11)	Timbron India Pvt. Ltd. - Promoter Group
12)	Jain Rotfil Heaters Pvt. Ltd. - Promoter Group
13)	Jain Eagro Com India Pvt. Ltd. - Promoter Group
14)	Kantabai Bhavarlal Jain Family Knowledge Institute - Promoter Group
15)	Gandhi Research Foundation - Promoter Group
16)	Jain Investments & Finance BV, Netherlands - Promoter Group
17)	Jain Overseas Investment Ltd., Mauritius - Promoter Group

c) Trust Entities

Sr.	Name of Trust Entity
1)	Jain Family Holding Trust - Promoter Group
2)	Jain Family Investment Trust - Promoter Group
3)	Jain Family Enterprise Trust - Promoter Group
4)	Jain Family Investment Management Trust - Promoter Group
5)	Jain Family Trust - Promoter Group

E] Policies and Other Relevant Disclosures

a) Policies

Following are links to website for various policies available and adopted at appropriate forum of Company:

Sr.	Policy	Web Link
1)	Code of Conduct for Board Members & Senior ManagementÂ etc.	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
2)	Code for Prevention of Insider Trading	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
3)	CSR Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
4)	Whistle Blower Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
5)	Policy for determining 'Material' Subsidiaries	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
6)	Risk Management Policy and Mitigation	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
7)	Performance Evaluation Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
8)	Policy on Materiality and Dealing with Related Party Transactions	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
9)	Disclosure of Information Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
10)	Appointment & Remuneration Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
11)	Dividend Distribution Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
12)	Policy for Prevention of Sexual Harassment at Workplace	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
13)	Quality, Environment, Occupational Health & SafetyÂ Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
14)	Policy on Presrvation of Documents	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
15)	Centrallised Purchase Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
16)	Anti-Bribery and Anti-Corruption Policy	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==

b) Others

Sr.	Policy	Web Link
1)	Famillarization Programme for Independent Directors	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
2)	Media Agreements	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
3)	Investors Handbook and Hierarchy Escalation for Redressal of Investor Complaints	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
4)	Terms and Conditions of Appointment of Independent Directors	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
5)	Internal Audit Charter	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
6)	Succession Planning	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==
7)	List of Senior Executives	https://www.primeinfobase.m/Pages/JISLJALEQS_POLICYaspx?value=- 3cYDU7170mvM600MSHCcMw==

F] Disclosures about EnvironmentÂ Health and Safety Performance, EnergyÂ Conservation, Technology Absorption,Â Research and Development, ForeignÂ Exchange Earnings and Outgo.

1) Â Â Â Environment Health and Safety Performance

1) Â Â Â The Solar division started using eco-friendly craftÂ paper instead of polystyrene foam for packaging ofÂ few products.

2) Â Â Â Safety guarding improved in production.

3) Â Â Â Ventilation arrangement improved at the workplace.

4) Â Â Â In the HDPE pipe plant an automatic mixing operationÂ started to eliminate manual mixing.

5) Â Â Â In casing pipe plant roots blower exhaust pipelineÂ temperature measurement and indicator installed toÂ avoid temperature shoot-up and resulting potentialÂ fire hazard.

6) Â Â Â In the QRC pipe plant a modified day-bin was installedÂ for raw materials mixing. Loading and unloadingÂ system on machines modified to reduce pipe bundleÂ handling work. This has resulted in safer operations.

7) Â Â Â Safety guarding improved at material conveyingÂ systems.

8) Â Â Â Few operations were automated to improveÂ ergonomics and improve workplace safety.

9) Â Â Â In the filter department Insulation mechanisms haveÂ been improved to minimize the heat at the workplace.

10) In PVC sheet plant pallet size redesigned to optimizeÂ wood use.

11) Retrofitted Injection moulding machines with newÂ PLC controllers. During retrofitting incorporatedÂ safety logic in the new program to enhance operatorÂ safety.

12) Automatic hopper loader system installed on theÂ machines to improve ergonomic safety.

13) Conventional tube lights in plants are replaced withÂ energy saving LED Lamps. This also resulted inÂ improved level illumination.

2) Â Â Â Energy Conservation, Technology Absorption,Â Research and Development, ForeignÂ Exchange Earnings and Outgo.

Agri Park & Tissue Culture

Energy and Water Conservation

Installed a Heat Pump Technology in the autoclave room, this absorbs hot air from the atmosphereÂ which is generated during the process of steamÂ sterilization in the autoclave room and helps toÂ reduce the temperature of the autoclave room as wellÂ as reduce electricity consumption by 300% requiredÂ to heat up the water.

Technology Absorption

Substrate Plug Technology has been explored for primary hardening of in vitro raised plantlets. This

will help to protect the delicate root system of in vitro raised plants. The Substrate Plugs will also allow theÂ primary hardened plants to be handled by roboticÂ machines.

Research and Development

In vitro Shoot Tip Grafting Technology has been explored in Citrus. A Memorandum of Agreement forÂ transfer of technology has been signed with CentralÂ Citrus Research Institute, Nagpur. The technologyÂ will offer an advantage to irradiate viruses from theÂ plants. This technology will assure virus free plantÂ production through tissue culture.

Correlation of aphid population with season and Cucumber Mosaic Virus disease in BananaÂ was studied and accordingly cropping seasonÂ modification has been suggested.

Energy Park

Energy Conservation

A) Â Â Â Solar Motor & Pumps :

To reduce Energy consumption in CNC & VMC machining of all motor components CNC &Â VMC machine programs are updated to reduceÂ machining time.

B) Â Â Â Solar Water Heating Systems

Heat Pump technology introduced for water heating applications up to 60Â°C (Industrial,Â Commercial & Domestic). Energy savings up toÂ 66% can be achieved when compared with electricÂ immersion heating technology.

Technology Absorption/up gradation

A) Â Â Â Solar Photovoltaic Appliances

Implemented soldering of multiple spots at a time by using flat iron bits.

B) Â Â Â Solar motor & pumps:

Started Production of 2 hp Solar Surface (Sunlight) pump.

Research and Development

A) Â Â Â Solar Photovoltaic Module

1. Â Â Â Design, installation & commissioning of VerticalÂ Solar Agro voltaic Power Generation System ofÂ 21 kwp capacity.

2. Â Â Â Different types of Vegetables like Spinach,Â Cabbage, Fenugreek, Coriander grown underÂ the structure of 8.5 MWP Solar Power Plant toÂ study the effect on power generation & cropÂ growth.

B) Â Â Â Solar motor & pumps:

1) Â Â Â Design and development of 6'' SubmersibleÂ PMSM/BLDC (Permanent Magnet SynchronousÂ motor) for solar pumping applications. MotorÂ capacities - 10hp, 15 hp & 25hp

2) Â Â Â Advancement of 0.5hp Sunlight solar pump -Cost reduction - development of Plastic Insert.

3) Â Â Â Development of Helical Stator & Rotor pumpsÂ parts development for 0.5hp solar Sunlight pump.

4) Prototype Development of 0.5 hp Surface DCÂ Pump without Electronics.

C) Â Â Â Solar Water Heating Systems

1) Â Â Â Developed Heat Pump Water Heaters withÂ heating capacity of 4 kW, 12 kW & 20 kW whichÂ can be used for heating water up to 60Â°C.

2) Â Â Â Installed 10 No. of Heat Pumps acrossÂ the Company for various applications likeÂ autoclaves in TC labs, domestic hot water forÂ guest houses at JH, boiler feed water, aquaÂ pool heating at Naturopathy centre, processÂ heat for Injection Moulding machines etc.

D) Â Â Â Solar Photovoltaic Appliances

1) Â Â Â Development of Android based IrrigationÂ controller.

2) Â Â Â Development of Smart clean filter controller.

3) Â Â Â Development of 6 Valve RTU controllers.

4) Â Â Â Development of serial interface board forÂ Sunlight pump controller (SLP2).

5) Â Â Â Development of 60W Horticulture tube lightsÂ for Potato farming.

E) Â Â Â Solar Engineering Services & Development:

1) Â Â Â Expandable Solar trolley for Agricultural FarmsÂ (530Wp x 16 modules)

2) Â Â Â 5HP solar tracker design up gradation (530WpÂ x 9 modules)

Plastic Park

Technology Absorption/up gradation

PVC foam sheets are widely used to replace the precious natural resource i.e., wood due to itsÂ characteristics such as less water absorption, goodÂ nail and screw hold strength, free from attack byÂ white ants, resistant to termite, insects attack, noÂ delamination of painted surface which are veryÂ prevalent with wood.

EXCEL PVC sheets in thicknesses 10 mm to 32mm are regularly used for replacement of wood in widthsÂ 1016, 1170 or 1220 mm. Sheets are also cut intoÂ strips and also brushed to get the wooden surfaceÂ finish which is then painted and used for building &Â construction application, as the sheets has foamedÂ cell structure, these cells gets opened up after theÂ trimming operation while making strips of smallerÂ widths - 64,89,115,140 mm etc., Automatic cuttingÂ machine was installed to cut the full width sheets ofÂ 1220 mm into smaller widths i.e., 64, 89, 115, 140,Â 184, 235 & 286 mm and the cut sheets are thenÂ conveyed into the edge foaming operation.

In the edge foaming operation, the sheet edges are blown with hot air where temperature is aboutÂ 1150⁰Â F for the fraction of second and both edgesÂ get softened. Immediately the trim / cut sheets areÂ then allowed to pass through polishing rolls whoseÂ temperature is kept about 40⁰Â F Immediately afterÂ coming out of the polishing rolls the trim is allowed toÂ pass through the calibrator which presses the edges.Â Edges of the trims after softening followed by pressed

with polishing rolls and calibrator gets smoothened.

Edge smoothened sheets are then packed online with

the help of an automatic packing machine.

Research and Development

A) Â Â Â TUF RISER

Continuous efforts are put to develop affordable and long lasting solutions for farmers and oneÂ such case has been the development of TUF riser.Â TUF riser has replaced the GI pipe which wasÂ vulnerable for possible theft in the field, corrosion,Â high cost etc., Design of the TUF riser is kept inÂ such a way that its height can be changed in theÂ field during the usage depending on the heightÂ of the crop. Made from the engineering plasticsÂ together with the construction makes it robust,Â strong and rigid to take care of varying wind speedÂ in the open field. Due to its chemical resistanceÂ features of the engineering polymer used it has noÂ effect from the environment factors prevailing inÂ the field as well as from the chemicals or fertilisersÂ used in the field due to which it has longer lifeÂ compared to metal riser pipe. The inner surfaceÂ of the TUF riser is smooth and the smoothness isÂ well maintained over a period of time compared toÂ the metal risers and the hence overall performanceÂ of the TUF riser is better compared to that of theÂ metal risers. Weight of the TUF riser is less andÂ hence it is easier to carry, requires less space forÂ space, easy to transport, install in the field. TUFÂ riser is designed to be suitable for both metal andÂ plastic nozzles.

B) Â Â Â JAIN RAINPORT STAND - (PATENT PENDING)

Offering sustainable solutions to the farming community has been the primary objective of JISLÂ and in this context, Jain Rainport Stand has beenÂ developed during the financial year. This consistsÂ of a rain port stand, Riser pipe and Female takeÂ off connector and female threaded adapter. WithÂ these components, Sprinkler 5022 - mini sprinklerÂ is connected to irrigate the crop by sprinkling theÂ water. Rainport stand has two legs and they holdÂ the entire assembly. It has male connector to fitÂ the female connector and the male connectorÂ also provides additional support to the riser pipeÂ whose impact strength is very high to sustainÂ the demanding field conditions. Riser pipe is toÂ support the sprinkler 5022 and also conveys waterÂ to the sprinkler. The female take off connector isÂ for installing on the PE lateral tube. As the entireÂ system is made from plastic, the issue of corrosionÂ is completely eliminated and the low frictional lossÂ in riser pipe helps to improve the performance ofÂ sprinkler and the height can be adjusted by addingÂ another riser pipe for higher crops. Patent hasÂ been filed and is pending for issue.

C) Â Â Â EXCEL ECO SHEET

PVC sheet is known for its versatility to replace the precious natural resource namely wood andÂ finds numerous applications from panelling,Â signage, point of sale, display. To make theÂ product economy sustainable and affordable,

new recipe has been developed to make EXCEL ECO sheet under the product group - free foamÂ sheet. Product has smooth matt surface finishÂ which ideal for printing, self-extinguishing, light inÂ weight, 100% recyclable, low moisture and waterÂ absorption characteristics, resistant to corrosionÂ unlike metals, white ant and fungi attack proof. ItsÂ uniform fine cell structure enables all operationsÂ which are performed on wood such as cutting,Â sawing, drilling, nailing and riveting, milling etc.

D) JAIN PE INSULAYER PIPE

While designing a water supply scheme in areas having sub-zero temperatures during winters,Â requirement to eliminate / minimize the heat lossesÂ during water flow, in circulation, the supply andÂ return pipes becomes very crucial and important.Â The way you ensure that as little heat as possibleÂ escapes from pipes and the effectiveness of theÂ method selected decides the effectiveness andÂ longevity of uninterrupted system functioning.Â While doing so the installation and operationalÂ parameters become very important along with theÂ overall cost of the system.

Jain PE Insulayer Piping System used for installation of water piping network in areasÂ reaching sub-zero temperature. The insulationÂ of the Piping network is a very crucial subject toÂ eliminate / minimize heat losses. Jain InsulayerÂ Pipe is a three layer pipe made up of inner andÂ out PE material and in between core is filled withÂ polyurethane material.

The inner PE pipe is of standard diameter and required pressure class to meet the flow and headÂ requirement. Middle polyurethane layer works asÂ an insulator and limits the rate of heat transferÂ between the surrounding environment and theÂ flowing fluid through the inner pipe. Outer PE layerÂ works as a protective layer to insulation.

3) Foreign Exchange Earnings and Outgo

a)Â The foreign exchange earnings & outgo are as per

details hereunder:

(Amount ' Mn)

2023-24	2022-23
a) C. I. F. Value of Imports, Expenditure and Earnings ofÂ Foreign Currency	Â
i) CIF value of imports Raw 3430.56 materials and components and Stores andÂ Spares	3639.33
ii) Capital goods 24.16	27.64
Total \|3454.72	3666.97
b) Expenditure in foreign currency (on accrual basis)	Â
c) Interest and finance charges 42.26	111.94
d) Discount / commission on 30.12 export sales	16.79

2023-24			2022-23
e)	Export selling / market development expenses	13.56	60.08
f)	Travelling expenses	9.26	4.41
g)	Law and legal / professional consultancy expenses	15.13	21.52
h)	Testing, quality and other charges	9.65	7.57
Total		119.99	222.31
c)	Earnings in foreign currency	Â	Â
Â	i) FOB value of exports (on the basis of bill of lading)	3230.30	3425.58
Total		3230.30	3425.58

b) Material Changes & Commitment affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close ofÂ the Financial Year 2024 till the date of this report.Â There has been no change in the nature of businessÂ of the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.

G] Mandated Annexures

1) Corporate Governance Report

The Company constantly endeavors to follow the corporate governance guidelines and best practicesÂ sincerely and disclose the same transparently. TheÂ Board is conscious of its inherent responsibility toÂ disclose timely and accurate information regardingÂ the Company's operations, performance, materialÂ corporate events as well as on the leadership andÂ governance matters relating to the Company.

The Board, at all times exercises its independence both, in letter and in spirit, and the Directors fullyÂ understand their fiduciary duties. The DirectorsÂ have always acted in the best interest of theÂ Company and will continue to do so in the future.Â It is equally important to state that the CompanyÂ has a professional and competent leadership teamÂ for the management of the business. The BoardÂ guides, supports and compliments the ManagementÂ team towards achieving the set objectives to makeÂ the enterprise more sustainable and valuable in theÂ future.

A separate Corporate Governance Report is attached as Annexure IV, forming part of Director's ReportÂ in terms SEBI (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015. A CertificateÂ from Practicing Company Secretary, confirmingÂ compliance of Corporate Governance disclosuresÂ and requirements and SEBI (Listing Obligations andÂ Disclosure Requirements) Regulations, 2015 is alsoÂ attached together with CEO Certificate/declaration.

2) Â Â Â Management Discussion and AnalysisÂ Report (MDAR)

As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 aÂ separate Management Discussion & Analysis is givenÂ elsewhere in the Annual Report at Annexure V.

3) Â Â Â Particulars of Loans, Guarantees orÂ Investments of the Company

The details of Loans given, Guarantees provided or Investments made by the Company during FY 2024Â are given at Annexure VI.

4) Â Â Â Consolidated Financial Statements

Consolidated Financial Statements are prepared in accordance with IND-AS and form part of theÂ Annual Report. Pursuant to Section 129 (3) of theÂ Act, a statement in Form AOC-1 annexed at AnnexureÂ II containing the salient features of the financialÂ statements of the subsidiary companies are attachedÂ to the Financial Statements Annexure II. The financialÂ statements will also be kept open for inspection by anyÂ Member at the Registered Office of the Company. InÂ terms of requirement of the Companies Act, 2013 theÂ financial statements of the Company, consolidatedÂ financial statements along with relevant documentsÂ are available on the website of the Company.

5) Â Â Â Significant, Material orders passed by theÂ Regulators/ Court/ Tribunals

There are no material orders or judgments passed by the Regulators/ Court/ Tribunals which would impactÂ the 'going concern' status of the Company or itsÂ future prospects, subject to contingent Liabilities asÂ mentioned in the notes forming part of the FinancialÂ Statements.

6) Â Â Â Secretarial Standards

The Company has followed during year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' andÂ 'General Meetings' respectively.

7) Â Â Â Extract of Annual Return of FY 2022-2023

As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in form MGTÂ - 7 is available onÂ https://www.primeinfobase.in/z_Â JISLJALEQS/files/JISL-Form_MGT-7-2022-2023.pdf

8) Â Â Â Directors Remuneration

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of theÂ Companies (Appointment and Remuneration ofÂ Managerial Person) Rules, 2014 are given in AnnexureÂ VII to this Report.

9) Â Â Â Contracts or arrangements with relatedÂ parties

The Contracts and arrangements entered into during the year with Related Parties were on arm's lengthÂ basis, in compliance with the applicable provision ofÂ the Companies Act, 2013 and SEBI (Listing ObligationsÂ and Disclosure Requirements) Regulations, 2015,Â although except Subsidiaries where Transfer Pricing

arrangements are in place complying with regulations in country of operation, no fresh RPT or material RPTÂ has been entered into by Company. The CompanyÂ has transactions with subsidiaries in ordinary courseÂ of the business for some of the export-import relatedÂ transactions for details refer Annexure VIII.

There are no "materially significantâ Related Party Transactions entered into by the Company withÂ Promoters, Directors, KMP's which may haveÂ potential conflict with the interest of the Company.Â All Related Party Transactions are placed beforeÂ the Audit Committee, which Comprises of ShriÂ Ghanshyam Dass (Chairman), Shri.Narendra Jadhav,Â Shri Bastiaan Mohrmann, Ms.Nancy Barry and ShriÂ Anil Jain of the Company for its approval. The AuditÂ Committee also reviews on quarterly basis all RelatedÂ Party Transactions during the quarter whether or notÂ previously approved. The Company has adoptedÂ Policy on Materiality and dealing with Related PartyÂ Transactions. The policy approved by the Board isÂ available on Company's website and web-link theretoÂ isÂ https://www.primeinfobase.in/z_JISLJALEQS/Â files/Policy_on_Materiality_and_Dealing_with_Â Related_Party_Transactions.pdf

10) Business Responsibility & SustainabilityÂ Report

Pursuant to Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements)Â Regulations, 2015 the Business Responsibility &Â Sustainability Report (BRSR) describing the initiativesÂ undertaken by the Company from an environmental,Â social and governance perspective, in the prescribedÂ format and as per new National Voluntary GuidelinesÂ (NVG) is annexed as Annexure X and also hosted onÂ the Company's websiteÂ www.jains.com

H) Miscellaneous

a) Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support receivedÂ from all stakeholders, customers and the variousÂ departments of Central and State Governments,Â Financial Institutions, Bankers, the Dealers andÂ Suppliers of the Company. The Directors wish to placeÂ on record their sense of appreciation for the devotedÂ services of all the associates of the Company.

Sd/- Â Â Â Sd/-

Anil B. Jain Â Â Â Ajit B. Jain

Vice Chairman and Â Â Â Joint Managing

Managing Director Â Â Â Director

Date :Â 23rd July 2024Â Place :Â Jalgaon

Mar 31, 2023

We are happy to present the report of Board for year ended 31st March, 2023. This was first year after Resolution Plan (RP) implementation and we still faced liquidity & cash flow issues but yet managed to achieve a growth in revenues, albeit, marginal and stayed in positive profit and cash generation for the year and met all Resolution Plan (RP) targets. At the end of year most banks have reflected the Company as a standard asset post the rating of ''investment grade'' by agencies.

The Company could complete debt reduction of approx Rs. 2800 Crs by merger of IIB with Rivulis Pte Ltd, Singapore, a Temasek group Company

A] Operations

1) Financial Highlights (standalone)

The financial performance is captured below:

(Rs. in Million (except EPS)
Particulars	2022-23	2021-22
Export Sales & Services	3,524.10	3,806.93
Domestic Sales & Services	31,989.51	23,872.47
Other Operating Income	621.29	512.06
Sub Total	36,134.90	28,191.46
Other Income	1,654.76	577.96
Total Income	37,789.66	28,769.42
Operating Profit	5,630.80	3,379.87
Interest and Finance Charges	3,629.39	2,571.94
Depreciation and Amortisation	1,505.73	1,562.83
Profit before taxation and exceptional items	495.68	(754.90)
Exceptional Items	(147.85)	2,954.77
Profit/(loss) before tax	347.83	2,199.87
Provision for Tax
Current Tax Provision	-	-
Deferred Tax Asset/(Liability)	(45.38)	268.62
Profit/(Loss) for the year before Prior Period Expenses	393.21	1,931.25
Prior Period Items-Income/ (Expenses)	-	-
Profit/(Loss) for the year	393.21	1,931.25
Earnings per Share Q
Basic	0.63	3.66
Diluted	0.62	3.57

2) State of affairs of the Company

a) Standalone: FY 23

The Company saw significant growth in top line revenue due to strong demand from retail market, particularly

from West and South for Pipe segment and continued demand from Jal Jeevan Mission (JJM) in FY23. High Tech Division has grown by 23.8% in FY23. The growth is driven by completion of existing projects, demand from retail market and tissue culture business. Plastic Division has grown by 35.9% in FY23. The significant growth was driven by supply under Jal Jeevan Mission (JJM) and strong demand from retail for PVC pipes mainly from Maharashtra and Southern states EBITDA increased by on yoy basis due to better realization, operational efficiency and better capacity utilization. The Company has repaid long term debt '' 1,839 mn during the year. However, with reversal of interest on NCD '' 694 mn on account of FV accounting as per IndAS, the net reduction is '' 1,145 mn.

The realisation of project receivables (old) is on track, despite challenges faced at the project level. Thus, NCD''s worth Rs. 146.30 mn are redeemed during the year.

The revenue mix was 60% of High Tech Agri inputs, Plastics contributed 39% to be revenues while others contributed 1% to FY2023 revenues for the High Tech Agri inputs grew by 24% while for plastics it grew 36%.

b) Consolidated; FY 23

Revenue growth was secular across all business divisions during the year. EBITDA margin has shown considerable improvement on account of better realization and margins in Plastic and Food processing division. FY23, Hi Tech Division growth was driven by completion of existing projects, strong demand from retail market and tissue culture business in India. The Company also saw significant growth in Plastic Division driven by supply under Jal Jeevan Mission (JJM) and strong demand from retail for PVC pipes mainly from Maharashtra and PE pipes for JJM. Agro Division Growth on account of dehydrated onion in India. The Company saw growth in Fruit processing both in India and overseas. Consolidated net debt (excluding CCD) reduced at '' 35.8 billion as on March 31, 2023 as compared to '' 60.1 billion as on March 31, 2022 on account of repayment of bond and IIB debt. In FY23, Revenue from discontinued operations was '' 22,321 mn (23,861 mn FY22) and EBITDA of '' 2,162 mn (3,836 mn in FY22).

3) a) Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy with respect to SEBI notification dated 8th July, 2016 and the detailed policy is available on our website https://www.primeinfobase.in/z_JISLJALEQS/files/ JISL_Dividend_Policy.pdf.

b) Dividend

The Directors in their meeting held on 26th May, 2023 did not recommend to shareholders a Dividend on Ordinary and DVR Equity Shares of '' 2.00 each, in view of meagre profit for the for year ended 31st March, 2023.

4) Capacity Expansion and Capital Expenditure

The Company has continued its pre-decided maintenance capex. The following table shows the capex incurred for maintenance during the year.

Segment Name	Net Capex FY 2023 ( '' in Million)

Hi-Tech	733
Plastics	68
HO and Others	413
Total	1214

5) List of Awards/ Recognition - Financial Year 2022-23 The Company has received the following awards and accolades during the FY 2023.
Year	Name & Nature of Award/ Honor	Instituted by	Given by	Received by
2022	Best Initiative Award	ICAR-National Research Centre for Banana	Sardar Patel Oustanding ICAR Institute-2020, Tiruchirapalli, Tamil Nadu, India	K. B. Patil
2023	Award of Excellence	Indian Society of Alliums (ISA), New Delhi	Dr. K. E. Lawande, President-Indian Society of Alliums, New Delhi	Anil Jain, Anil Dhake, Sunil Gupta, V. P Patil, Roshan Shah, Gautam Desarda, Sanjay Parekh on behalf of JFFFL

6) Material developments in Human Resource

a) General

Human Resource at JISL is at the core of the organisation driving the entire enterprise value creation model. The profound and insightful guiding principles laid down by our Founder Chairman helps us to make a far reaching impact on all our associates who act as catalysts in keeping up the expectations of all other stakeholders. We believe in nurturing talent and creating an environment where everyone can perform to their full potential. This year, our career pages on social media platforms also saw several campaigns being run to engage and communicate with the relevant talent pool with a focus in the emerging areas of Sustainable Agtech and Piping Solutions. In our endeavour to remain a high-performance organisation, numerous projects that unleash the potential of each individual are being executed across the supervisory and managerial cadre of the Company. The organisation also helps them to fulfil their aspirations and responsibilities.

We continue to evolve innovative training and performance incentivizing schemes that work in tandem with our high performance and flexible production systems. The flexi job approach provides our operational workforce an opportunity to explore and acquire multiple skills. This also helps manage stress levels through job rotation. The antidote also alleviates the fatigue normally

associated with continuously running processes. Our work culture promotes trust, organisational commitment and pleasure associated with a job well done while helping associates balance efforts required to achieve a goal.

We conduct several initiatives to improve our employees awareness and understanding for respecting differences and being part of a workforce built on the principles of respect, empathy and inclusion

Monthly activities nurturing and fostering the Team building like Tug Off War, Building High Rise Paper Towers, Treasure Hunt, Blowing balloon and assembling drippers etc were conducted.

Celebration of Diwali festival - To get a feel of festival celebration it is essential to wear the Ethnic wear. Hence all female associates were appealed to wear a Saree / Kurti and male associates were appealed to wear Kurta / Sherwani 3 days before Diwali. To add to the festivities and fun, a Rangoli competition for teams was arranged wherein Themes were given. The teams demonstrating a good action plan and the execution skills were rewarded.

Associatesâ Well-being

YourDost Counseling Platform:

In this era of social media, people are connected with each other with digital platforms, but we cannot ignore the need of a friend with whom we can share

and discuss all our issues without being judged, YourDost is an emotional wellness platform having 900 clinical psychologists / psychotherapist / Yoga and Meditation experts all over the country having capability in all local languages, We made available Yourdost platform to all associates for personalised and professional guidance through which experts of Yourdost helped the individuals to develop healthy personal relationships maintaining all the secrecy, A productive and satisfying work life balance, more focused approach towards achieving goals, self confidence, ability to deal with stress, anxiety, depression and pressures of all kinds and from many sources such as personal, societal, peer etc,

Run For Health:

Our associates were encouraged to participate in the Marathon Run organised by the Runners'' Group at Jalgaon titled as "Khandesh Runâ, The company sponsored the registration fees for more than 1000 associates who have shown willingness to participate in this activity,

De-addiction Centre Enrollment:

Company encourages all its associates to lead a healthy life and avoid addictions to bad habits like chewing tobacco, smoking, liquor, etc, During the year, associates were inspired to join the deaddiction centre resulting in a healthy associate and better life for both the associate and family member, This also helped them to boost their confidence and performance in all walks of their life,

Khichdi & Banana Distribution in Lunch:

Keeping in mind the overall health of its workforce, the company has been distributing Khichdi (preparation made from rice, lentils and vegetables) and Banana fruit to its associates ensuring proper nutrition and balanced diet at workplace, This is distributed free of cost to all the associates and more than 5000 associates across the plants are taking benefit of this,

Medical emergency kits were distributed to 514 Associates who travel frequently, to prevent immediate death due to cardiac arrest,

Associatesâ Delight -

Launching of Harmony Portal:

Considering the increasing strength of its resources and making the internal communication more smooth and giving a digital experience, the company has made available an inhouse online portal for all its associates wherein the regular notices, circulars, internal updates, company policies, payslips and tax forms are available at a click of button,

Sponsored 2-wheeled Vehicles for Associates:

In order to ease the commuting of associates to the workplace, the company sponsors two wheeled vehicles to eligible associates, A part of the total cost of the vehicle was recovered from the associate and balance was sponsored by the company, We believe that everyone gets pride to own a vehicle and partial contribution by the associate themselves helps them to bear the pride for the same,

Laptop to Associatesâ Children:

The changed education system has made technology and computers an integral part of professional education, Identifying this need and recognising the hardship it poses on our associates, the company has started a scheme for its associates'' children studying in Medical/ Engineering/ IT and related fields. This year 49 laptops were sponsored to the Associates'' Children based on the internal guidelines,

Childrenâs Educational Development:

In line with our belief that the youth are the future of a nation, we covered 153 children of our Associates studying in the 7th to 10th standards under the "Vidyarthi Utkarsh Abhiyanâ, This program focuses on the academic & cultural development of these children,

Social Involvement

Employment on Compassionate ground:

Times have been difficult for everyone and post the pandemic, it has become more hard, Considering the untimely passing of a family member and exposing the family to hardships, the company has been keen in providing employment to the family member of such deceased on a compassionate basis, Such new associates are appropriately placed in the organisation based on their skill sets and qualifications.

Priority to associatesâ children for employment on merit basis:

We respect the commitments and devotion our people have shown towards the company, As a part of its hiring policy, the company provides priority to its associates'' children for employment, This is purely based on the merits of the candidate, Further, we are happy to note that we have many examples of 2 generations working at the same time in the company,

Blood Donation Camp:

The company also organised blood donation camps at all its locations across the country in periodic intervals for blood banks operating in the local areas, A total of 814 units of blood was collected by the local Blood Banks,

Human Rights, Non discrimination and other policies:

Human rights principles as enshrined in the United Nations Global Compact (UNGC) are embedded in our core values and system. We have a firm human rights policy and framework that focuses on good governance, our commitment to abiding by each law and providing equal opportunities without exception, Our commitment to being an inclusive business is reflected in our people''s practices, We strive to attract, retain, and develop talented individuals from all backgrounds, Our workplaces offer an open, supportive, and inclusive environment to our people, We are an equal opportunity employer and do not discriminate in terms and conditions

of employment based on gender, race, religion, caste, creed, and other such criteria. Further, the organisation believes in pay for performance. Our policy on equal opportunity and non - discrimination is available on the website of the Company at www. jains.com. We encourage our employees to use grievance mechanisms for any kind of complaints. We also ensure that the rights of our supply chain partners are protected. Our zero-tolerance policy provides effective safeguards against child labour, forced labour, sexual harassment, discrimination, harassment, etc. It is also ensured that the outsourced processing centres that we engage with comply with all the legal requirements including child labour laws by following the minimum age criteria of 18 years across all our operations. We have an effective mechanism to deal with sexual harassment cases and have formulated a policy against any kind of discrimination. Our whistle blower policy allows all our employees to report any kind of suspected or actual misconduct in the organization. We follow the laws and regulations pertaining to human rights and awareness. The workshops on code of conduct of the Company covers aspects of human rights and awareness.

Training

Training is a continuous process to sharpen the performance/skills of associates and it continues at all our locations of the company, all the time. The brief about location and program-wise training is as under:

JFFFL - No of Participants - 5,655 - Training hours -21,934, Per associates training hrs - 14.71

JISL - No of Participants - 8,799 - Training hours -30,900, Per associates training hrs - 4.70

Consolidated - No of Participants - 14,454 - Training hours - 52,833, Per associates training hours - 6.55

A special emphasis was given to training on Human Rights this year. 240 associates from Security, Public Relations, Personnel and Human Resources were trained on Human right aspects.

Exhaustive courses were organized to foster a sense of responsibility and enhance focus on high performance delivery. The total of 52,833 man-hours were devoted to training of 14,454.

Participants during the year under review. The associates were nominated from across functions with the objective of multi skill set development.

Workforce Strength & Recruitment

Given the company''s rapid growth, recruitment is an on-going process where we strive to identify, select and appoint the right people for the job at hand.

The strength of the Company in terms of manpower reached 8,054 on 31st March 2023, after a gross addition of 607 during F.Y. 2022-2023.

Total Associates as on 31st March 2023 for;

JISL = 6,563

Total Associates as on 31st March 2023 for;

JFFFL = 1,491

Gross Addition during 2022-2023 for;

JISL = 506

Gross Addition during 2022-2023 for;

JFFFL = 101

7) Directorâs Responsibility Statement

In accordance with the provisions of Section 134 (3) (c)

of the Companies Act, 2013, your Directors state that:

i) In the preparation of the FY23 annual accounts, the applicable Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures except, to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments, and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023, and, of the profit of the standalone Company for the year ended 31st March, 2023;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts for the FY ending 31st March, 2023 on a ''going concern basis'' and;

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

B] Subsidiaries & Associate

1) Jain Farm Fresh Foods Limited - Subsidiary

a) Standalone

The Subsidiary has achieved revenues of Rs. 6,603 million in FY 2023 as against Rs. 5823 million for FY 2022, marginal increase of 13%. The net Domestic Revenue was Rs. 3,550 million in FY 2022 as against Rs. 2,167 million for FY 2022, reflecting growth of 64% YoY. The Company has generated Rs. 3,053 million in the form of Export Revenue as against 3,656 million for FY 2022 reflecting degrowth by 16% YoY. The earnings before depreciation, interest cost and income tax was Rs.1,151 million for FY 2023 as against Rs. 566 million for FY 2022. Increase of profit from ordinary activities before tax was recorded at Rs. 1 million for FY 2023 as against loss Rs. 654 million for FY 2022. Net profit for the period was Rs. 10 million for FY 2023 as against loss Rs. 435 million for FY 2022.

b) Consolidated

The Consolidated food business has recorded consolidated revenue of of INR 16,674 million for FY

2023 as against INR 14,868 of FY 2022 reflecting growth by 12% YoY. The earnings before depreciation, interest cost and income tax was INR 2,054 million for FY 2023 as against INR 1,537 million for FY 2022. The Finance Cost for FY 2023 was INR 1,090 million as against INR 1,014 million in FY 2022, increased by 7% YoY. The profit before tax from continuing operation was INR 247 million for FY 2023 as against loss INR 198 million of FY 2022. Net profit for FY 2023 was INR 259 million as against loss of INR 54 million of FY 2022.

2) Sustainable Agro-Commercial Finance Limited (SAFL) - Associate

SAFL is focusing its activities on Farm and Farmer only and operates in the rural & semi-urban geographies of India. SAFL currently has 67 branches operating across the states of Maharashtra, Karnataka and Madhya Pradesh.

During the year 2022-23, SAFLs performance details are as follows:

The Revenue from operations for FY 23 was '' (57) mn, as against ''114 mn for FY 22. Other income for the year FY 23 was ''98 mn, as against ''78 mn for FY 22.

Employee cost was '' 104 mn for FY 23, same as against FY 22. The finance cost for FY 23 was recorded at '' 206 mn same as against FY 22. Net loss for FY 23 was '' 560 mn as against loss of '' 305 mn of FY 22.

The Restructuring Plan as per RBI Circular relating to Prudential Framework for Resolution of Stressed Assets dated 07th June, 2019, has been initiated in the Company. The Company is in conversation with the Bankers and they are yet to sign the Inter Creditors Agreement.

The losses during the year ended March 31, 2022 has been due to identification of NPA''s which resulted in higher reversal of interest, which converted into loss of income. To remain competitive in the current challenges of economy and industry, the Company has taken following steps:

- Continuous monitoring of cost.

- In-depth study of market and understanding the market trends

- Constitution of Risk Management Committee for detailed analysis associated with the business.

- Expected increase in productivity and profits in measurable terms.

The Company has taken all measures to reduce costs as well as to improve operational efficiency.

3) Operations of Subsidiaries & SPV''s

The Statement containing salient features of the financial statements of overseas subsidiary companies is attached in AOC-1 at Annexure ii-Part A (b).

a) Operating subsidiaries

Information on operations and performance of operating subsidiaries is covered in the section MANAGEMENT discussion AND ANALYSIS elsewhere in this Annual Report at Annexure V.

b) SPV''s

Information of SPV''s is covered in the section

MANAGEMENT DISCUSSION AND ANALYSIS

elsewhere in this Annual Report at Annexure V.

C] IIB Merger and RP Updates:

The Company announced on 21 June, 2022 that its International Irrigation Business (IIB) was being amalgamated with Rivulis Pte Ltd, to create a global Irrigation and climate leader. It was done with primary objective of debt reduction announced in earlier years. On 29th March, 2023, the WOS in The Netherland and its SDS completed actions to complete the CP''s regulatory approvals and the resultant closing of Merger of IIB with Rivulis happened. It has resulted in reduction of Rs. 28 Bn borrowings at the consolidated level and closure of Rs. 24.6 Bn of Corporate Guarantees issued by the Company. The Company now owns 18.7% in merged company with 2 seats and observer seat on Board of Rivulis Pte Ltd, with supply agreement to drive revenues in future for long term.

As a result completion of 1 year after RP implementation and improved overall operating position of the Company the rating agencies have revised credit rating to investment grade for both long and short term borrowings to the Company. Hence, the lenders have also upgraded the status of company in their books to a standard asset

The credit rating of the Company has been upgraded by ICRA and CRISIL as follows ;

Particulars		Rating Action
Long term rating		CRISIL BBB-/Stable
Short term rating		CRISIL A3
Total Bank Loan Facilities Rated		Rs. 2850 Crore
For NCD		Rs. 950 Crore

Particulars	Current Rated Amount ('' in Crore)		Rating Action
Long-term fund-based: Term loan	610.26		[ICRA]BBB-(Stable); assigned
Long-term fund-based: CC	1504.75		[ICRA]BBB-(Stable); assigned
Non-Convertible Debentures	942.99		[ICRA]BBB-(Stable); assigned
Short-term nonfund based: LC	92.54		[ICRA]A3; assigned
Short-term nonfund based: BG	652.07		[ICRA]A3; assigned
Total	3802.61

As a part of IIB merger the Company''s WOS managed to completely repay and redeem the USD 7.125% Bonds issued by it to reduce substantial debt of IIB Companies and their SDS.

As a part of restructuring, pursuant to approval of Shareholders and regulators the Company had issued

7,48,63,500 Equity Shares Warrants to Promoter and Non Promoter at a conversion price of '' 28.87 each. The same were fully converted on pre decided price and terms are as follows;

Sr.	Name of Allottee	No. of Warrants	No.of Shares	Conversion Price	Amount
1)	Cosmos Investment & Trading Pvt. Ltd.	1,20,40,623	1,20,40,623	28.87	34,76,12,786
2)	Subhkam Ventures (I) Pvt.Ltd.	1,00,00,000	1,00,00,000	28.87	28,87,00,000
3)	Subhkam Ventures (I) Pvt.Ltd.	1,00,00,000	1,00,00,000	28.87	28,87,00,000
4)	Shantakaram Financial Advisory Services Pvt.Ltd.	1,00,00,000	1,00,00,000	28.87	28,87,00,000
5)	Shantakaram Financial Advisory Services Pvt.Ltd.	1,00,00,000	1,00,00,000	28.87	28,87,00,000
6)	Shantakaram Financial Advisory Services Pvt.Ltd.	1,00,00,000	1,00,00,000	28.87	28,87,00,000
7)	Cosmos Investment & Trading Pvt.Ltd	28,22,877	28,22,877	28.87	8,14,96,459
8)	Subhkam Ventures (I) Pvt.Ltd.	1,00,00,000	1,00,00,000	28.87	28,87,00,000
	Total	7,48,63,500	7,48,63,500		2,16,13,09,245

As a result share capital and reserves will be enhanced as follows;

Share Capital - '' 14,97,27,000

Premium - '' 2,01,15,82,245

The proceeds were used for strengthening of Long Term Working Capital position as envisaged under RP documents and Notice at 07.09.2021

D] Governance disclosures

1) Employee Stock Option Plan (ESOP)

i) JISL Employees ESOPâs Trust : On recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 13th August, 2018 established a Private Trust named as "JISL Employees ESOP''s Trustâ for acquisition of Equity Shares of the Company from the secondary market in the name of Trust. All trustees are independent of the management.

ii) JISL ESOP 2011/ 2018

i] A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP, including;

Sr. Particulars	ESOP 2011
1) Date of Shareholders approval -	30th September, 2011,27th September, 2013 & 28th September, 2018
2) Total number of options approved under ESOS	43,56,000 granted on 10-11-2022
3) Vesting requirements	1/3rd of grant every year
4) Exercise price or pricing formula	Rs.36.00 - 3.60=32.40 per share
5) Maximum term of options granted	5 years
6) Source of shares (primary, secondary or combination)	Primary for above Shares
7) Variation in terms of options	None
Trust Shares movement during the year
Sr. Particulars	ESOP 2011
1) Number of Shares outstanding at the beginning of the period	18,96,429*
2) Number of Shares granted during the FY 2022	NIL
3) Number of Shares forfeited / lapsed during the FY 2022	NIL
4) Number of Shares vested during the FY 2022	3,72,986
5) Number of Shares exercised during the FY 2022	NIL
6) Number of shares arising as a result of exercise of options	NIL
7) Money realized by exercise of Shares Q, if scheme is implemented directly by Company	NIL
8) Loan repaid by the Trust during the year from exercise price Received	NIL
9) Number of Shares outstanding at the end of the year	18,96,429
10) Number of Shares exercisable at the end of the year	11,37,857
* Granted on 31.03.2020 with 5 years vesting period, 1/5 every year at '' 35.02 each.

[iii] Details related to the Trust
a) General information on all schemes
Particulars	Details
Name of the Trust	JISL Employees ESOP''s Trust
Details of the Trustee(s)	1) IDBI Trusteeship Services Limited
	2) Mr. Aaron Solomon, Solicitor
	3) Mrs. Snehal Walvalkar, FCA
	4) Jayant M Thakur, CA
Amount of loan disbursed by Company / any Company in the group, during the year	'' 6,64,12,943.58
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	'' 6,64,12,943.58
Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
Any other contribution made to the Trust during the year	NIL
b) Movement of Shares during the year under review
Sr. Particulars	Details
1) Number of Shares	0.38% (18,96,429)
2) Held at the beginning of the year	18,96,429
3) Acquired during the year	NIL
4) Sold during the year	NIL
5) Transferred to the employees during the year	11,37,857 vested but not exercised yet
6) Held at the end of the year	18,96,429

c) In case of secondary acquisition of shares by the Trust.

The Trust has purchased 18,96,429 (Eighteen Lakhs ninety six Thousand four Hundred & twenty nine) Ordinary Equity Shares of the Company from the Secondary market in Financial Year 201920. They were granted on 31.03.2020 with 1/5th vesting each year.

2) Corporate Social Responsibility & Sustainability brief

ESG and Sustainability Disclosures

The Company reports on its ESG performance through various platforms, including, both mandatory and voluntary. It reports ESG performance in the Business Responsibility Report (BRSR). Company also discloses ESG indicators against the IFC''s performance standards I to IV. The Company has mapped its internal energy management targets with reference to the international SBTi methodology and is striving to set its long term climate targets.

The Company has established the system to measure its sustainability performance based on the economic, environmental and social performance of indicators related to the material topics that are identified through comprehensive stakeholder consultation which is carried out following GRI''s Sustainability standards. Organization follows a biennial cycle of sustainability data assurance. An independent third party assurance has been obtained in accordance with international AA1000AS and assurance certificates can be provided to the stakeholders as required. More details on sustainability are available at http://jains.com/................

Climate Change Mitigation at a glance

Company is committed to protect the environment from impacts of climate change. We are among very few organizations in the country that have incorporated GHG accounting and mitigation actions in their management systems and got it certified from a third party. We account and report on our complete Scope 1 and Scope 2 GHG emissions, mitigation through renewable energy and removals through afforestation. In FY 23 we attempted 5 scope -3 GHG emissions categories in our corporate GHG inventory. This is the highest ever scope-3 category GHG emissions reporting by our organization. This year we have also planned to report to CDP to assess our performance on the scale of climate action.

We have implemented and registered renewable energy and energy efficiency projects to generate green energy and mitigate climate change. Some of these projects are also registered under Clean Development Mechanism (CDM) of United Nations Convention on Climate Change (UNFCCC). All our registered CDM Projects have potential to generate 25,000 plus carbon credits per annum. Out of the registered CDM projects, solar and biogas based power generation projects are also registered under Renewable Energy Certificate (REC) Scheme. Corporate Social Responsibility The Company has a comprehensive Policy in place with the identified CSR Programme and projects. Review of the CSR policy is conducted annually under the guidance of the CSR committee. The CSR Committee of the Company has approved, to carry out CSR activities on its own and also through

the two Trust/Foundations, namely Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon and another Section-8 Company, Gandhi Research Foundation (GRF), Jalgaon. The CSR Report is attached as Annexure III to this report. Please refer to the corporate social responsibility report and business responsibility and sustainability report for more details.

3) Key Managerial Personnel, Directors retiring and their background

a) Key Managerial Personnel

The following are KMP''s of the Company for FY 23

Sr.	Name of KMPâs	Designation
1)	Shri. Ashok B. Jain	Whole Time Director
2)	Shri. Anil B. Jain	Vice Chairman & Managing Director
3)	Shri. Ajit B. Jain	Joint Managing Director
4)	Shri. Atul B. Jain	Joint Managing Director & Chief Financial Officer(up to 28.02.2023)
5)	Shri. Bipeen Valame	Chief Financial Officer (W.e.f. 01.03.2023)
6)	Shri. Avdhut Vasant Ghodgaonkar	Company Secretary & Chief Compliance Officer

b) Retiring Directors

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Ashok B Jain, retire by rotation at the ensuing annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration ("NRCâ) Committee, has recommended his re-appointment.

Shri. Atul B. Jain retires by rotation as per the Companies Act, 2013, and being eligible offers himself for reappointment, at the ensuing Annual General Meeting. The brief background of retiring director is as follows:

Mr. Ashok B. Jain (DIN: 00053157).

Mr. Ashok Jain is the Chairman of Jain Irrigation Systems Limited and a well-known entrepreneur working for agriculture for the past over 4 decades. He is 56 years old and is the eldest son of Late Dr. Bhavarlal Jain, the Founder Chairman. Mr. Ashok Jain obtained his degree in Commerce from University of Pune. He is an avid sportsman and has represented his alma mater in Cricket, Badminton, Hockey and Football. Mr. Ashok Jain took a keen interest in the business activities of his family firm even as a student, taking part in sales & marketing. He has worked both at Mumbai office on Import- Export & Administration, in the Papain & PVC Pipe manufacturing activities in Jalgaon in his early career. In 1989, he began to look after office and HR Management, Communication function & Public Relations.

Appointed as Director of Jain Irrigation in 1993, he focused on marketing of drip irrigation and provision of extension services of farmers throughout the country. In 1996, he was appointed as Vice Chairman of the Company and began to support erection and

commissioning activities of the Food Processing Division and Bulk Raw Material purchases. Then, he oversaw the Food Processing Division and Green Energy Product Division being in-charge of Group''s overall Administration, Public Relations and Policy Making. He has built experience and expertise in all Divisions of the Company. He leads Company initiatives in maintaining all important relationships with the farming community. He ideates and implements philanthropic activities of the firm as well as family.

He is a Trustee of Gandhi Research Foundation, Vice President of Maharashtra Harijan Sevak Sangh and Founder Director of Mahavir Co-operative Bank. The Government of Maharashtra has also appointed him as a Member of Maharashtra State Board of Technical Education. Maharashtra State Chancellor appointed him as a Senate Member of North Maharashtra University- Jalgaon. Besides this, Government of Maharashtra has also appointed him to the Board of Directors of Government Engineering College-Jalgaon. Central Government of India has nominated him on the board and society of IIM, Raipur. In 2017 he received Maharashtra Corporate Excellence Award (Maxell Award). He has been felicitated by various Organizations for his social contribution. After the passing of our Founder Chairman, Shri. Bhavarlal Jain in 2016, the Board of Jain Irrigation unanimously voted to Mr. Ashok Jain takes the responsibility of becoming the Chairman of the Company.

c) Disclosures on Independence etc.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors'' Databank of IICA.

The Company has devised, inter alia, the following policies viz.:

[a] Policy stating Terms and Conditions for Appointment of Independent Directors.

[b] Appointment & Remuneration Policy for Directors,

Mr. Arvind Mokashi, Nominee Director (SBI Led Consortium) was appointed on 30th May, 2022 and resigned on 11th November, 2022 from the Board of the Company for personal reasons.

4) Risk Management

The Company has a structured Risk Management Committee which comprises of : Mr. Ghanshyam Dass as Chairman, Mr. D.R. Mehta ,Ms. Radhika Dudhat , Mr. Bastian Mohrmann, Mr. Ajit Jain and Mr. Atul Jain. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a) overseeing and approving the Company''s enterprise wide risk management framework; and

b) ensuring that all material Strategic and Commercial including Cyber security, Safety and Operations,

Compliance, Control and Financial risks have been identified and assessed and adequate risk mitigations are in place, to address these risks. Further details on the Risk Management activities including the implementation of risk management policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of the Annual Report.

c) Framework, designed to identify, assess and mitigate risks appropriately.

During FY 2023 no formal mechanism was placed for risk mitigation. A Chief Risk Officer (CRO) post shall be filled to address risk comprehensively.

Please read para 5 Risk & Concerns at corporate level in Management Discussion and Anlysis (MD&A).

For more details please refer to Business Responsibility and Sustainability Report (BRSR).

5) Internal Financial Controls (âIFCâ)

The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (''IFC'') lies in the Code of Conduct of the Company, policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews, management system certifications and the risk management and mitigation framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws and regulations, safeguarding the assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies formulated by Board or its sub committees. The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on IFC over Financial Reporting has been reviewed by the internal team and the statutory auditors. The Company uses various IT platforms to keep the IFC framework robust. The systems, standard operating procedures and controls are implemented by the management team and are reviewed by the internal audit team whose findings and recommendations are placed before the Audit Committee.

a) Policies and processes adopted for orderly & efficient conduct of business

The Company has formalized various policies at Board level to ensure ethical, orderly, timely, flexible and efficient conduct and control of business in all its divisions, namely High tech agri inputs and plastic division, besides processing of foods and vegetables through its subsidiary JFFFL in all products and others.

b) Safeguarding of assets

The Company has evolved efficient, effective mechanism for the safeguarding of its assets whether tangible or intangible, assets and property with self-control or third parties, funds or securities and negotiable instruments, employee associates. Besides providing for safety, housekeeping and security of the assets, the assets are adequately insured against perils/happenings etc.

c) Prevention and detection of fraud and errors

The Company has an internal audit department at each of its manufacturing location, which conducts comprehensive audit of every single financial transaction, as well as reconciliation to accomplish control and to ensure prevention of fraud, which reviews depots/ other processes like purchase, statutory compliance, collection, foreign exchange, taxation, costing, compliance, accounting etc. The Company''s management information and accounting system also integrates internal control mechanism.

d) Accuracy and completeness of accounting records

The Company has in place fully integrated ERP system, based on SAP software, and its subsidiary''s records also get integrated while consolidating the same as per requirements of Law and regulations for the time being in force. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conductive platform for effective control and decision making. The accounting system has the provision for Audit trail and check mechanism for use by various auditors.

e) Timely preparation of reliable financial information

The Company has a robust and efficient mechanism for timely preparation of reliable financial information, within given timelines and has a track record of submitting information without any delay to relevant authorities.

f) Monitoring and Reporting

The Company has put in place a mechanism to monitor and report exceptions on compliance requirements on enterprise wide level. Company has already implemented IT platform to capture non conformity and reporting to Chief Compliance Officer & Company Secretary, who is mainly responsible for the monitoring control and reporting function. In case of non-compliance despite warnings thrown up in the system, a gradual system of remedial action, warning, punishment is laid down depending on gravity and level of non-compliance and deterrent is in place for non- compliance.

For details please refer to clause 5 of Management Discussion and Analysis (MDA)

6) Board Evaluation Process

in terms of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has constituted Nomination & Remuneration Committee (NRC) with three independent Directors and one Non-independent Director, and an independent Director being Chairperson of the Committee. Board has evolved Company''s policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in Appointment & Remuneration Policy at https:// www. Primeinfobase .in /Pages/ JISLJALEQS _POLICY.aspx?value=3cYDU7170mvM600MSHCcMw== a) Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and sub Regulation (3) and (4) of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate meeting of Independent Directors was held to review the performance of Chairman and Executive Directors via Audio visual means based on certain desired attributes: Director''s Vision, Business & Industry Knowledge & Expertise, Director''s Business Commitment & Organizational Leadership, Director''s Engagement at the Board deliberations, Integrity & Honesty, etc.

The Nomination and Remuneration Committee has evolved the policy for performance evaluation of Chairman, Executive Directors, Committee and the Board as whole and updated the formats as per requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The evaluation of the Board as a whole was conducted in the Board Meeting held on 26.05.2023 and subsequently completed as per the provisions of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

b) Criteria for evaluation of Board and its Committees
Sr. Particulars	Board Responsibility	Parameters for evaluation
1) Board	Composition and Quality	Board members have the appropriate talent, expertise, qualifications, and skills to effectively contribute to meet the best interests of the company.
		The Board members spend sufficient time in understanding the vision, mission of the company and strategic and business plans, financial reporting risks and related internal controls and provides critical oversight on the same.
		The board has appropriate combination of industry knowledge and diversity viz gender, experience, background.
		The Board has the proper number of committees as required by legislation and guidelines, with well-defined reporting requirements.
		The Board understands the legal requirements and obligations under which they act; i.e. byelaws, corporate governance requirements, etc. and discharge functions accordingly.
	Board Meetings and Procedures	The Meetings of the Board are held on regular basis and the frequency of such meetings are enough for the Board to undertake its duties properly.
		The Board meeting agenda and related background papers are concise and provide information of appropriate quality and detail on timely basis.
		The Board meetings encourage a high quality of discussions and decision making.
		The Board effectively works collectively as a team in the best interest of the company.
		All proceedings and resolutions of the Board are recorded accurately, adequately and on a timely basis.
		The minutes of Board meetings are clear, accurate, consistent, complete and timely.
		The facility for video conferencing for conducting meetings is robust.
	Strategy	Board devotes time for development of suitable strategies and business plans to effectively manage current and potential strategic issues.
	Strategy	Effectively engages with management in the strategic planning process, including corporate goals, objectives and overall operating and financial plans to achieve them.
	Governance & Compliance	The Board evaluates and analyses the compliance certificate from the auditors / practicing company secretaries regarding compliance of conditions of corporate governance and other applicable laws.
	Governance & Compliance	The Board exhibits willingness to spend time and effort to learn about the Company and its business.
	Risk Management	The processes are in place for ensuring that the board is kept fully informed on all material matters between meetings (including appropriate external information e.g. emerging risks and material regulatory changes).

Sr. Particulars	Board Responsibility	Parameters for evaluation
		The adequacy of Board contingency plans for addressing and dealing with crisis situations.
		The Board has sufficient understanding of the risk attached with the business structure and the Board uses appropriate risk management framework and whether board reviewed and understood the risks provided in the internal audit report and whether management has taken sufficient steps to mitigate the risk.
		The processes are in place for ensuring that the board is kept fully informed on all material matters between meetings (including appropriate external information e.g. emerging risks and material regulatory changes).
	Board and Management Relations	The Board has a range of appropriate performance indicators that are used to monitor the performance of management. (?? Whether these are documented? If not, this could be removed)
		Adequate level of independence of the management from the Board.
		Management and the Board are easily accessible to each other
		The Board is well informed on all issues (short and long-term) being faced by the Company.
		An effective succession plan of board in place.
	Relations with Stakeholders	The Board regularly checks organization''s vigil mechanism or whistle blower policy & makes sure that the mechanism is working effectively during the year.
		The amount of time spent on discussions on strategic and general issues is sufficient.
		(Note:- Repeated and hence could be dropped)
		The Board monitors and manages to avoid potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets and abuse in related party transactions
	Professional Development	Adequate induction and professional development programs are made available to new and old directors
	Professional Development	Appropriate development opportunities are encouraged and communicated well in time.
2) Committees	Composition, Effectiveness, Functions and duties	The Mandate, composition and working Procedures of the committee are clearly defined and discussed.
		Committee takes effective and proactive measures to perform its functions.
		The composition of the committee is in compliance with the legal requirements.
	Structure of the Committee and Meetings	The Committee is properly structured and regular meetings are held.
	Structure of the Committee and Meetings	Committee meetings are organized properly and appropriate procedures are followed in this regard.
	Management Relations	Committee meetings are conducted in a manner that encourages open communication and meaningful participation of its members.
	Contribution to Decisions of the Board	Committee makes periodic reporting to the Board along with its suggestions and recommendations.
3) Individual Directors		The Director has sufficient understanding and knowledge of the entity and the sector in which it operates.
		The Director understands and fulfils the functions as assigned to him by the Board and the law.
		The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meeting regularly and timely, without delay.
		Participates in board and committee meetings actively and consistently and is able to function as an effective team-member.
		Understands, and can evaluate, the risk environment of the organization and proactively contributes in development of strategy for the risks.
		Shares domain knowledge and experience to bear on the critical areas of performance of the organization and keeps self-updated in knowledge in area of expertise.
		The Director has constructive and analytical decision making abilities and core competencies for effective functioning of the Board.
		Demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.)

Sr. Particulars	Board Responsibility	Parameters for evaluation
		Where applicable, as Chairperson of respective committees, he/she is impartial in conducting discussions, seeking views and dealing with dissent, etc. Seeks appropriate clarification, or amplification of information as and when necessary.
		Conducts himself/herself in a manner that is ethical and consistent with the applicable laws.
		Proactively contributes to development of strategy and towards risk management of the Company.
		The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meeting regularly and timely, without delay.
		Participates in board and committee meetings actively and consistently and is able to function as an effective team-member.
4) Chairman		Whether the Chairman leads the Board effectively, whether the Chairman ensure participation of all members in the Board deliberations, Whether Chairman guides the Board /Management on key issues to be brought up to the Board for deliberations, whether the Chairman enhances the Company''s image in dealing with major stakeholders.

7) Familiarisation programme for Independent Directors (IDâs)

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 Committee meetings on business and performance updates of the Company including Finance, Sales, Marketing of the Company''s major business segments, practices relating to Human Resources, overview of business operations of major subsidiaries, global business environment, business strategy and risks involved, quarterly updates on relevant statutory, regulatory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Visit at headquarters is generally organized for the Independent Directors on first appointment as Independent Director to enable them to understand and get acquainted with the operations of the Company. Details of such familiarisation programmes for the Independent Directors are available on the website of the Company.

8) Vigil Mechanism

The Company has adopted a Whistle Blower Policy & Vigil Mechanism to provide a mechanism to all employees, suppliers and vendors to report their concern about suspected fraud or violation of Company''s ethics policy, code of conduct. The policy provides direct access for all to Chairman of Audit Committee and it is affirmed that no person of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website and web-link there to is https://www. primeinfobase.in/z_ JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

9) Fraud Reporting

incident of fraud to the Audit and Risk Management Committee during the year under review.

10) Fixed Deposits

The Company has not accepted, nor renewed any deposits from public, under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the same. The Company had no unclaimed / overdue deposits as on 31st March, 2023.

11) Auditors

a) Statutory Auditors

Singhi & Co., Kolkata Chartered Accountants were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the annual general meeting held on 30th December,2020. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

b) Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

Pursuant to the provision of the Section 148 of the Companies Act, 2013, the Board has appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai as the Cost Auditors for FY 2023. The Shareholders may approve the remuneration to be paid to them for FY 2023-24.

c) Secretarial Auditor

The Board had appointed M/s V. Laxman and Co. firm of Company Secretary in practice to conduct Secretarial Audit for the financial year 2024. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith and marked as Annexure IX to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

d) PCS Certificate on Corporate Governance Report

Amrita Nautiyal & Associates, Mumbai certified Corporate Governance report under SEBI (LODR) Regulations, 2015. The PCS Certificate is annexed herewith with Annexure IV (Corporate Governance Report).

12) Meetings of the Board & it''s Committees

a) Board Meeting

Seven Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report. For more details please refer to CG Report Annexure IV.

b) Audit Committee

The Audit Committee comprises of: Shri Ghanshyam Dass (Chairman), Shri. Narendra Jadhav, Shri Bastiaan Mohrmann, Ms. Nancy Barry and Shri Anil Jain. During the year, all the recommendations made by the Audit Committee were accepted by the Board. For details on scope etc. please refer to CG Report at Annexure IV.

c) Corporate Social Responsibility Committee

The Corporate Social Responsibility comprises of: Shri D.R. Mehta (Chairman), Shri Ashok B. Jain and Shri Atul B. Jain. A report on CSR initiatives by the Company and mandated expenses in annexed at Annexure III.

d) Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of: Smt. Radhika Dudhat (Chairman), Shri H P Singh, Ms.Nancy Barry and Shri Ashok B Jain has reviewed the managerial remuneration for the year FY23. For details see Corporate Governance Report annexed Annexure IV.

e) Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee comprises of: Shri Narendra Jadhav (Chairman), Shri H P Singh and Shri Ajit B. Jain has appreciated management for its low blemish/complaints

record during the year. For details see Corporate Governance Report annexed Annexure IV.

f) Risk Management Committee

The Risk Management Committee comprises of: Shri Ghanshyam Dass (Chairman), Shri. D.R. Mehta, Smt. Radhika Dudhat, Shri. Bastiaan Mohrmann, Shri. Ajit B. Jain and Shri. Atul B Jain. The committee met on 12.02.2022 and reviewed the risk framework and mitigation measures. For details see Corporate Governance Report annexed Annexure IV.

g) Operations & Review Committee

The Operations & Review Committee comprises of : Shri. Anil B. Jain, Shri. Ajit B. Jain, Shri. Atul B. Jain have reviewed the operations for FY 2023. For details see Corporate Governance Report annexed Annexure IV.

h) Sub Committee (RP)

The Sub Committee (RP) comprises of : Shri. Anil B. Jain, Shri. Ghansham das, Smt. Radhika Dudhat have reviewed the operations for FY 2023. For details see Corporate Governance Report annexed Annexure IV.

13) a) Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only four of the persons in employment of the Company have drawn remuneration in excess of '' 8,50,000/- per month, during the year under review or part thereof as per details in the Annexure I to this report.

b) Particulars of Top 10 Employees and related disclosures

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees (other than Key Managerial Personnel''s) in terms of net remuneration drawn and names and other areas handled by employees are given below :

F] Disclosures about Environment Health and Safety Performance, Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

1) Environment Health and Safety Performance

Environment, Health and Safety performance 2022-23

1) In the PVC Pipe department a water tank made of HDPE material is installed to collect the rainwater from the rooftop in the rainy season for use in manufacturing. Also collection of rainwater started in an underground water tank which is already constructed. This resulted in reduction of extraction of groundwater.

2) Modification done to extruders to lift and load product into the trolley. This automation reduces operator fatigue in PVC Pipe plants.

3) Routes for conveying finished products from PVC Pipe manufacturing to storage revised and reduction in fuel consumption achieved.

4) In Filter fabrication Safety guarding improved for machine and operator safety.

5) In Filter assembly safety cage was provided for operator safety during testing.

6) In dripline manual coiling eliminated by use of semi automatic coilers.

7) New machine installed to eliminate use of LPG gas.

8) Increased plantation in the factory at hyderabad location.

9) Safety guard provided for printing machines.

10) Rooftop rainwater is collected and fed to the soak pit for improving ground water level as well as direct use of rainwater in manufacturing systems implemented in the Hyderabad plant.

11) Provided rail for scissor lift and jib crane to improve ergonomics in sheet plant.

12) Safety guard improved for the cutter to reduce hazard in PVC Sheet.

13) In sprinkler pipe Installed lifter for finished products to minimize internal pipe handling.

14) Two way switch installed on machine to eliminate hazard in sprinkler pipe plant.

15) Real time monitoring instrument incorporated for workplace monitoring.

16) Openwells safety improved by providing additional checks.

17) Internal traffic control system improved by providing more features.

18) Rain water harvesting systems implemented for direct use through filtration in HDPE pipe.

19) Alarm System installed and PLC Programming modification done for temperature and high current to mixers to avoid batch burning.

20) EOT installed for handling large diameter pipes to reduce operator load and improve ergonomics at the workplace.

2) Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

Agri Park & Tissue Culture

A) Energy and Water Conservation

in tissue culture, multi-head dispensers have been developed for dispensing plant growth media. This has reduced the time required to dispense the media by 83.0% which saves energy.

B) Technology Absorption

New equipment, ELISA plate wash has been added to increase efficiency of molecular diagnostic for the plant virus testing.

To improve plant growth and vigour of tissue culture plants, breathable lids have been introduced for the in vitro stage. This has improved growth by 30% and vigour by 25%.

C) Research and Development

Three new promising lines of mandarin identified for further evaluation. These lines show better performance than the existing Nagpur Mandarin or Nagpur Seedless.

An onion improvement program on a new variety of white onion for kharif season which has high yield and better suitability for processing has been identified. Large scale seed production is being organised for commercial seed production and cultivation.

in the mango breeding project, based on fruit quality and yield, 20 hybrids have been shortlisted for further evaluation.

in tissue culture, Embryogenic Cell Suspension technology has been developed for Mango. This will enable large scale production of Mango plants through tissue culture. The technology will also be used for gene transformation studies.

3) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings & outgo are as per details hereunder:

(Amount '' Mn)
	2022-23	2021-22
C. I. F. Value of Imports, Expenditure and Earnings of Foreign Currency
CIF value of imports Raw materials and components and Stores and Spares	3639.33	1,211.66
Capital goods	27.64	15.99
Total	3666.95	1,227.65
Expenditure in foreign currency (on accrual basis)
Interest and finance charges	111.94	87.68
Discount / commission on export sales	16.79	38.63
Export selling / market development expenses	60.08	0.94

	2022-23	2021-22
Travelling expenses	4.41	1.70
Law and legal / professional consultancy expenses	21.52	20.05
Testing, quality and other charges	7.57	11.15
Total	222.31	160.15
Earnings in foreign currency
FOB value of exports (on the basis of bill of lading)	3425.58	3,715.11
Total	3425.58	3,715.11

b) Material Changes & Commitment affecting the Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2023 till the date of this report.

There has been no change in the nature of business of the Company.

There is no proceeding pending under the insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial institution.

G] Mandated Annexures

1) Corporate Governance Report

The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information regarding the Company''s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

The Board, at all times exercises its independence both, in letter and in spirit, and the Directors fully understand their fiduciary duties. The Directors have always acted in the best interest of the Company and will continue to do so in the future. it is equally important to state that the Company has a professional and competent leadership team for the management of the business. The Board guides, supports and compliments the Management team towards achieving the set objectives to make the enterprise more sustainable and valuable in the future.

A separate Corporate Governance Report is attached as Annexure iV forming part of Director''s Report in terms SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate from Practicing Company Secretary, confirming compliance of Corporate Governance disclosures and requirements and SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached together with CEO Certificate/declaration.

2) Management Discussion and Analysis Report (MDAR)

As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate Management Discussion & Analysis is given elsewhere in the Annual Report at Annexure V.

3) Particulars of Loans, Guarantees or Investments of the Company

The details of Loans given, Guarantees provided or Investments made by the Company during FY 2022 are given at Annexure VI.

4) Consolidated Financial Statements

Consolidated Financial Statements are prepared in accordance with IND-AS and form part of the Annual Report. Pursuant to Section 129 (3) of the Act, a statement in Form AOC-1 annexed at Annexure II containing the salient features of the financial statements of the subsidiary companies are attached to the Financial Statements Annexure II. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

5) Significant, Material orders passed by the Regulators/ Court/ Tribunals

There are no material orders or judgments passed by the Regulators/ Court/ Tribunals which would impact the ''going concern'' status of the Company or its future prospects, subject to contingent Liabilities as mentioned in the notes forming part of the Financial Statements.

6) Secretarial Standards

The Company has followed during year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

7) Extract of Annual Return of FY 2022-2023

As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in form MGT - 7 is available on

https://www.primeinfobase.in/z_JISLJALEQS/files/

Form_MGT_7_JISL_2021.pdf.

8) Directors Remuneration

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given in Annexure VII to this Report.

9) Contracts or arrangements with related parties

The Contracts and arrangements entered into during the year with Related Parties were on arm''s length basis, in compliance with the applicable provision of

the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, although except Subsidiaries where Transfer Pricing arrangements are in place complying with regulations in country of operation, no fresh RPT or material RPT has been entered into by Company. The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details refer Annexure VIII.

There are no "materially significantâ Related Party Transactions entered into by the Company with Promoters, Directors, KMP''s which may have potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, which Comprises of Shri Ghanshyam Dass (Chairman), Shri.Narendra Jadhav, Shri Bastiaan Mohrmann, Ms.Nancy Barry and Shri Anil Jain of the Company for its approval. The Audit Committee also reviews on quarterly basis all Related Party Transactions during the quarter whether or not previously approved. The Company has adopted Policy on Materiality and dealing with Related Party Transactions. The policy approved by the Board is available on Company''s website and web-link thereto is https://www. Primeinfobase .in/z_ JISLJALEQS/ files/Policy_on_Materiality_and_Dealing_with_ Related_Party_Transactions.pdf.

10) Business Responsibility & Sustainability Report

Pursuant to Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility & Sustainability Report (BRR) describing the initiatives undertaken by the Company from an environmental, social and governance perspective, in the prescribed format and as per new National Voluntary Guidelines (NVG) is annexed as Annexure X and also hosted on the Company''s website www.jains.com.

H) Miscellaneous

a) Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

Mar 31, 2018

To the Members,

Jain Irrigation Systems Ltd. (JISL) is determined to contribute to the global symbiotic ecosystem of water, food and energy to build a sustainable future for all habitants on the earth. JISL is creating complete solutions through hi-tech agri inputs, contract farming and nutritious food products. The Company is pioneering initiatives to mitigate global warming by creating clean energy through zero-waste biogas systems, solar energy innovations and water and energy efficient products JISL, while serving all itâs stakeholders, is moving towards self-sustaining value chains, creating an infinite impact.

1) Financial Highlights

Rs. in Million (except EPS)

Particulars	2017-18	2016-17
Domestic Sales & Services	37,219	32,516
Export Sales & Services	4,760	3,341
Other Operating Income	910	1,246
Sub Total	42,889	37,103
Other Income	697	1,208
Total Income	43,586	38,311
Operating Profit	7,570	7,266
Interest and Finance Charges	2,759	3,423
Depreciation and Amortisation	1,902	1,811
Profit before taxation and exceptional items	2,909	2,032
Exceptional Items (Forex)	-	-
Profit/(loss) before tax	2,909	2,032
Provision for Tax
Deferred Tax Asset/(Liability)	(366)	216
Current Tax Provision	464	178
Profit for the year before Prior	2,811	1,638
Period Expenses	2,811	1,638
Prior Period Items-Income/
(Expenses)
Profit for the year	2,811	1,638
Profit b/f from the previous year	23,775	22,496
Balance available for	26,586	24,134
Appropriation	26,586	24,134
Out of which the Directors have
appropriated as under;
Proposed Dividend	516	360
Dividend Distribution Tax	106	73
Transfer to General Reserve	Nil	Nil
Balance carried forward	25,964	23,701
Earnings per Share (Rs.) Basic	5.45	3.18
Diluted	5.45	3.18

2) Operations - Standalone, and State of Affairs of the Company

Standalone

The revenue including operating income (net of excise duty) increased by 15.6% during the year under review. MIS and PE Pipes segments were major growth drivers, which showed a remarkable growth rate of 18.1% & 36.4%, respectively. Other business divisions have also reported growth as compared to last fiscal year. Hi-tech Agri Input Products division grew by 17.3%, while the Plastic Products division experienced a growth of healthy 20.0%.

The Company has reported a profit of Rs.2,811 million for FY 2018 as against Rs.1,638 million of FY 2017, recording remarkable growth of 71.6%, after about 5 years. Repayment of high cost loans had a positive impact on the Companyâs profit and has, inter alia, resulted in increased profitability.

Consolidated

On a Consolidated basis the revenue from operations (net of excise duty) for FY 2018 was recorded at Rs.79,467.64 million as against Rs.67,697.83 million for FY 2017, showing a growth of 17.4%. Other income for the FY 2018 was Rs.573.02 million as against Rs.612.01 million of FY 2017. Revenue of Hi-tech Agri Input Products Division registered a strong growth of 28.3% on account of growth in India as well as through acquisitions abroad. Overall Plastic Division registered strong growth of 19.7% on account of robust offtake from domestic market. EBIDTA has increased by 14.9% on YoY basis at Rs.11,528 million. Total raw material consumption was recorded at Rs.41,946.05 million for FY 2018 as against Rs.35,946.84 million for FY 2017, reflecting increase of 16.69%. Employee cost was Rs.8,889.63 million for FY 2018 as against Rs.7,382.94 million for FY 2017. The finance cost for FY 2018 was recorded at Rs.4,785.86 million as against Rs.4,593.51 million for FY 2017, reflecting increase due to acquisition funding raised.

3) Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy with respect to SEBI notification dated 8th July, 2016, and policy is available on our website http://www. nseprimeir.com/z_JISLJALEQS/files/JISL_Dividend_ Policy.pdf.

4) Dividend

The Directors propose to shareholders a Dividend on Ordinary and DVR Equity Shares of Rs.2 each, (details as follows) involving an outlay of Rs.516 Million to all eligible shareholders, and Rs.106 Million of Dividend Distribution Tax, for year ended 31^st March, 2018:

Particulars of Equity Shares	Amount (Rs.)
50% (Rs.1.00 per share) on 49,63,66,053 Ordinary Equity Shares of Rs.2 each	49,63,66,053
50% (Rs.1.00 per share) on 1,92,94,304 DVR Equity Shares of Rs.2 each	1,92,94,304
Total	51,56,60,357
Dividend Distribution Tax @ 20.555%	10,59,95,533
Total	62,16,55,890

5) FCCB redemption

The Company redeemed 4,000 FCCBâs of USD 10,000 each aggregating to USD 40 million (Equivalent INR 2,612 million) issued in the year 2012 to International Finance Corporation (âIFCâ), Washington, USA (a World Bank Arm) and avoided potential Equity dilution of 4.58% during the year under review.

During May, 2018 the Company redeemed 1,000 FCCBâs of USD 10,000 each aggregating to USD 10 million issued to Nederlandse Financierings- Maatschappij Voor Ontwikkelingslanden N.V., The Netherlands (âFMOâ) (USD 5 million) and Societe De Promotion et de Participation pour la Cooperation Economique, France (âProparcoâ) (USD 5 million) and avoided potential equity dilution of 1.12% in the current year FY 2019.

6) Credit Rating

India Ratings & Research (a Fitch Group Company) upgraded the Long Term Issuer Rating of the Company to âIND AVStableâ from âIND BBBâ. The upgrade reflects the continued improvement in Companyâs business and credit metrics, because of increasing scale of operations and resultant higher EBIDTA, while debt levels have remained at similar levels.

7) Capacity Expansion and Capital Expenditure

The Company has continued its pre-decided growth/ maintenance capex. The following table shows the capex incurred for maintenance and capacity expansion implemented during the year, and the resultant capacity addition in FY 2018;

Segment Name	Unit	Addition in Capacity for FY 2018	Capex FY 2018 (Rs. in Million)
MIS	MT	4,040	1,165.45
Plastic Division	MT	10,050	151.64
Tissue Culture	Million Nos	10	296.98
Others & Corporate	-	-	673.31
	Total		2,287.38

8) Other Major Developments during FY 2018

Jain Farm Fresh Foods Limited

The Company in February, 2018, through step down subsidiary of Jain Farm Fresh Foods Limited, acquired 100% stake in INNOVAFOOD N. V. Belgium, a leading importer, stockist and distributor of food ingredients and now has become one of the leading players in the dehydrated vegetables, spices and other food ingredients in Belgium, Netherlands, France and other neighbouring countries of European Union.

The Company recorded a revenue (net of excise duty) of Rs.16,281 million for FY 2018 as against Rs.15,794 of FY 2017, an increase of 3.08%, The Finance Cost for FY 2018 was Rs.774 million. Profit before tax for the Company for FY 2018 was Rs.383 million as against Rs.846 million of FY 2017, resulted in decrease of 54.73%, which could be construed as an impact of fire incident. Net loss for FY 2018 was Rs.435 million as against profit of Rs.605 million of FY 2017.

On 18^th November, 2017, a major fire broke out at the Shirsoli Onion Dehydration Warehouse of JFFFL. The fire started in the wee hours of the day, generating heavy losses as the dried onions are inflammable. All losses are covered by insurance. The Company is committed to restoring and recovering losses while making systemic efforts to avoid such adversities in the future. Furthermore there was deflation in the commodities like garlic and mango which impacted the revenue of JFFFL.

Sustainable Agro-Commercial Finance Limited (SAFL)

SAFL is focusing its activities on Farm and Farmer only and operates in the rural & semi urban geographies of India. SAFL currently has 24 branches operating across the states of Maharashtra, Karnataka and Madhya Pradesh.

In February, 2018 SAFL was honoured with the Award - Best NBFC of the Year. The said award was given at the BFSI Event organised by the World HRD Congress & presented by ET Now âRise with Indiaâ. The Company has been certified as one of the 10 Most Admired Non-Banking Financial Companies in 2018 by âInsight Successâ.

- During the year 2017-18, SAFLs performance on some parameters are as follows:

Highlights for the year ended March 31, 2018 are:

Particulars	Amount (Rs. in Million)
Applications received	1,431
Sanctions accorded	1,360
Disbursements effected	1,316
Loans outstanding	3,215
Repayment received	1,048

- During the year 2017-18 SAFL made Net profit after tax of Rs.75.3 million.

Change of KMP

During the year Mr. Manoj Lodha, Chief Financial Officer resigned and was relieved on 10th November, 2017. The Nomination and Remuneration Committee then recommended apointment of Shri Atul B. Jain as Chief Financial Officer whose appointment was then approved by Board on same date.

9) List of Awards/ Recognition - Financial Year 2017-18

The Company has received the following awards and accolades during the fiscal 2018.

A) Jain Irrigation Systems Limited

Name & Nature of Award / Honour	Instituted By	Given By	Received by
Felicitation - 10^th Global Agriculture Leadership Summit	Indian Council of Food and Agriculture	-	Shri Anil B. Jain
The Economic Times Polymers -CEO of the Year-2017	The Economic Times Polymers Magazine	Mr. Robin Banerjee, Managing Director, Caprihans India Ltd. Mr. Shrikant S. Bairagi, Chief Executive Officer, Prothom Industries India Pvt. Ltd	Shri. Atul B. Jain
Lifetime Achievement Award -Corporate Excellence	Make in India Foundation, Govt. of Maharashtra	Prof. Shri Ram Shinde, Honâble Minister for Water Conservation, Protocol, OBC Welfare and also Guardian Minister of Ahmednagar	Shri Somnath Jadhav
Yes Bank Natural Capital Award	Yes Bank	Dr. Harsh Vardhan, Honâble Ministry of Science & Technology, Ministry of Environment, Forest and Climate Change and Ministry of Earth Sciences	Shri Abhijit Joshi & Shri Atin Tyagi
APEDA Export Award-2015 (received in 2017-18)	Agricultural & Processed Food Products Export Development Authority, Government of India	Ms. Rita A. Teaotia, Secretary, Department of Commerce, Ministry of Commerce & Industry, Government of India.	Shri Roshan Shah
Aqua Excellence Award	Aqua Foundation, New Delhi	Dr. Vandana Shiva, Environmentalist and Social Activist	Shri. Prabhat Srivastava
50 Most Impactful Leaders In Water & Water Management	World CSR Day & Sustainability Institution	Dr. Rajan, Co-Founder, Livpure	Shri. Abhijit Joshi
Inclusive Business List 2017 (received in 2017-18)	The shared Value Initiative India	Dr Amit Kapoor, CEO, Institute For Competitiveness and Justin Bakule, Executive Director, Shared Value Initiative India	Shri Atin Tyagi
CBIP Award (Optimum and Efficient Utilisation of Water Resources)	Central Board of Irrigation And Power (CBIP)	Girish Mahajan, Honâble Minister for Water Resources, Govt of Maharashtra	Shri Varun Kumar Singh

Shri Ashok B. Jain, Chairman of the Company has received the following award and accolades during the fiscal 2018.

B) Shri Ashok B. Jain, Chairman.

Name & Nature Award / Honour	Instituted By	Given By
Maharashtra Corporate Excellence Award (Maxell Award)-2017	Maxell Foundation	Sam Pitroda, Indian telecom revolution and renowned technologist (Former Advisor to the Prime Minister on Public Information Infrastructure & Innovations (PIII))

10) Other Major Developments Post March, 2018

In May, 2018 the Company received an Integrated Drip Irrigation project in Vidarbha region worth Rs.2,391.7 million. More than 10,000 farmers and 20,748 acre command area covering 65 villages of Arvi Taluka of Wardha district of Maharashtra will be benefited from the project.

In May, 2018 the Company was awarded Maharashtraâs One More âHarKhet Ko Raniâfuture ready Micro Irrigation project worth Rs.703.6 million. More than 3,000 farmers and 8,086 acres command area of Jalgaon district of Maharashtra will be benefited from the project.

In June, 2018 the Company has raised Rs.2,600 million by way of Secured External Commercial Borrowings loan from International Finance Corporation, (an arm of World Bank Group) Washington (âIFCâ), to be repaid in 7 years from 15^th March, 2019, the all in cost is 10.62% p.a.

In July, 2018 the Company received Indiaâs largest Irrigation Project initiated by Madhya Pradesh Government to be executed at Mohanpura, Madhya Pradesh worth Rs.9,750 million. The project shall cover cultivable command area of 228,475 acres.

11) Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only four of the persons in employment of the Company have drawn remuneration in excess of Rs.850,000/- per month, during the year under review or part thereof as per details in the Annexure I to this report.

12)The Operations of Holding Subsidiaries

The Statement containing salient features of the financial statements of subsidiary companies is attached in AOC- 1 at Annexure II.

Other Subsidiaries

Information on operations and performance of other subsidiaries is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report.

13)Employee Stock Option Plan (ESOP) ESOP

i) ESOP- 2005

All the options under the scheme are exercised and the scheme is now closed.

ii) ESOP-2011

There is no material change during the year under review in ESOP-2011. No options have been granted, neither exercise of options has taken place during the year under review, in ESOP-2011.

However, on August 13, 2018 the Board of Directors on recommendation of Nomination and Remuneration Committee have approved certain changes to ESOP 2011 to provide for loans to employees and also formation of a trust to buy shares from open market. These changes are detailed in the AGM Notice and Explanatory Statement sent to members separately. Further, details are disclosed on the Companyâs website and a web-link thereto is http://www.nseprimeir.com/z_ JISLJALEQS/files/Esop_ Scheme_2011.zip

i) A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP including:

Sr. No.	Particulars	ESOP 2011
1	Date of Shareholders approval -	30^th September, 2011 and 27^th September, 2013
2	Total number of options approved under ESOS	5,356,000
3	Vesting requirements	Not yet granted
4	Exercise price or pricing formula	To be decided
5	Maximum term of options granted	To be decided
6	Source of shares (primary, secondary or combination)	Primary*
7	Variation in terms of options	None*

*see 2nd para above

ii) Option movement during the year

Sr. No.	Particulars	ESOP 2011
1	Number of options outstanding at the beginning of the period	-
2	Number of options granted during the FY 2018	-
3	Number of options forfeited / lapsed during the FY 2018	-
4	Number of options vested during the FY 2018	-
5	Number of options exercised during the FY 2018	-
6	Number of shares arising as a result of exercise of options	-
7	Money realized by exercise of options (INR), if scheme is implemented directly by Company
8	Loan repaid by the Trust during the year from exercise price Received
9	Number of options outstanding at the end of the year	-
10	Number of options exercisable at the end of the year	-

iii) Details related to the Trust

(a) General information on all schemes

Sr Particulars No.	Details
1 Name of the Trust	Jain Irrigation Employee Welfare Trust
2 Details of the Trustee(s)	IDBI Trusteeship Services Limited, Mumbai, Mr. Aaron Solomon, Solicitor Mrs. Snehal Walvalkar, FCA
3 Amount of loan disbursed by Company/ any Company in the group, during the year	NIL
4 Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	NIL
5 Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
6 Any other contribution made to the Trust during the year	NIL

(b)

Number of Shares	As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholdersâ approval was obtained
Held at the beginning of the year	NIL
Acquired during the year	NIL

Sold during the year	NIL
Transferred to the employees	NIL
during the year
Held at the end of the year	NIL

(c) In case of secondary acquisition of shares by the Trust.- NOT APPI ICARI E, However, on August 13, 2018 the Board of Directors on recommendation of Nomination and Remuneration Committee have approved certain changes to ESOP 2011 to provide for loans to employees and also formation of a trust to buy shares from open market. These changes are detailed in the AGM Notice and Explanatory Statement sent to members separately.

14)Material Developments in Human Resource

We continue to bring to life and nurture the guiding principles laid down by our Founder Chairman Shri Bhavarlal H. Jain. The far reaching impact of those profound and insightful principles can be seen in the positive words and actions of our associates. Inspired by these eternal concepts, numerous projects that incentivize real performance are being executed across the supervisory and managerial cadre of the company. We have also incorporated a flexi job scheme to ensure that each individual member of our skilled and unskilled workforce feels comfortable at the workplace.

The organization also helps them and other stakeholder fulfill their aspirations and responsibilities in the following manner:

Associate Engagement

We continue to evolve innovative training and performance incentivizing schemes that work in tandem with our high performance and flexible production systems. The flexible job approach provides our operational workforce an opportunity to explore and acquire multiple skills. This helps manages stress levels through job rotation. The antidote alleviates the fatigue normally associated with continuously running processes. Our work culture promotes trust, organizational commitment and pleasure associated with a job well done while helping associates balance efforts required to achieve a goal.

Family Development

To help families appreciate the hard work put in by our associates we invited 375 families with an aggregate of 1,965 members to visit the workplace. In addition to helping our associates gain recognition for their hard work and instill a sense of pride in the families this also helps foster the culture encapsulated in the maxim âWork is Life, life is workâ. During the year 22 associates availed of the facility to use our large and well-equipped Multi-purpose Hall in Jalgaon city at nominal charge to host up to 500 people at family functions like marriages. To help our associates take better care of their health we have also established an open air gymnasium at the Jain Plastic Park. We also organized regular counseling sessions for our associates and their families where everyone got an opportunity to consult an expert team of physicians. In addition to these consultations our dieticians also helped people develop customized meal plans. We also continue to provide a financial support to people suffering from a wide range of chronic ailments like infertility, ophthalmic and orthopedic disorders etc. We also organized consultations for individual associates interested in giving up undesirable habits which they had identified in themselves.

Childrenâs Development

In line with our belief in that the youth are the future of a nation we covered 138 children of associates studying in the 7th to 10th standards under the âVidyarthi Utkarsh Abhiyanâ. This program focuses on the academic & cultural development of these children. In addition we organized a 10 day residential camp aimed at developing the overall personality of 58 children of associates studying in 7th to 10th Standard at Anubhuti International School. A total of 189 children of associates were identified on basis of merit under the âEducational Scholarship Schemeâ. An aggregate amount of Rs.5.12 million was disbursed for their educational expenses based on claims made.

Prevention of Sexual Harassment

The Company had adopted and put in place a policy on prevention, prohibition and redressal of sexual harassment at workplace according to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. The Company stands committed to providing equal opportunities for employment irrespective of the candidateâs race, caste, sex, religion, colour and nationality, among others. All the employees are treated in dignified manner and the Company maintains a work atmosphere free of sexual harassment whether physical, verbal or psychological. A sensitization workshop was conducted during the year under review by the Company to spread awareness about prevention of sexual harassment. The Company has in place Committee for redressal of sexual harassment complaints which consists of Ms. Manisha Kinge, Chairperson, Dr. Jayashree Rane, Dr. Ashwini Patil, Ms. Varsha Rane, Dr. Anil B. Patil, Mr. Jayraj S. Nair, Mr. V. M. Bhat (Members).

Social Involvement

Emergency services such as fire engines and ambulances were provided in and around each manufacturing site across the country whenever required to deal with situations like road accidents. A series of eye camps were organized in collaboration with âKantai Netralayâ in various villages in Jalgaon, Maharashtra. Cataract surgeries were carried out free of charge for patients identified at these camps.

The Company also organized blood donation camps at periodic intervals for blood banks operating in the area. These programs were conducted twice in a year at various locations such as Plastic Park and Agri Park at Jalgaon (Maharashtra), Food park at Chittoor (Andhra Pradesh) & Padra (Vadodara - Gujrat), Plastic Park at Hyderabad (Telangana), Alwar (Rajasthan) & Udumalpet (Tamil Nadu). This year a record number of blood units were donated. A total of 2,635 units of blood were donated. It is noteworthy that due to the sheer number of donors we had to invite blood banks from adjacent district to Jalgaon (Maharashtra) to participate in the blood donation drive.

Training

Training is a continuous process to sharpen the performance/skills of associates and it continues at all our locations of the Company, all the time. The brief about location and program-wise training is as under

Associates Training FY 2017-18

Sr.	Location	In House Training		Orientation		External Institute		Total	Total
No.		No. of participants	Duration (Hours)	No. of participants	Duration (Hours)	No. of participants	Duration (Hours)	no of participants	Man Hours
1	Jain Plastic Park Jalgaon	9,286	40,020	78	4,920	49	1,239	9,413	46,179
2	Jain Green Energy Park Jalgaon	838	1,869	4	320	12	189	854	2,378
3	Jain Tissue Culture Park Jalgaon	171	357	-	-	-	-	171	357
4	Jain Agri Park Jalgaon	858	2,044	5	400	13	308	876	2752
5	Jain Plastic Park Hyderabad	848	1,921	-	-	-	-	848	1,921
6	Jain Plastic Park Alwar	550	1,628	-	-	-	-	550	1,628
7	Jain Plastic Park Udumalpet	239	403	-	-	-	-	239	403
8	Jain Plastic Park Karnool	12	26	-	-	-	-	12	26
9	JFFFL, Jalgaon	2,721	7,060	20	1,600	26	535	2,767	9,195
10	JFFFL, Chittoor-I & II	468	1,371	-	-	1	28	469	1,399
11	JFFFL Vadodara	750	1,635	-	-	-	-	750	1,635
	Grand Total	16,741	58,334	107	7,240	101	2,299	16,949	67,873

Agricultural Engineersâ training 2017-18

Sr. No	Particulars	No. of associates	Duration (Hours)	No. of Students	Duration (Hours)	Grand Total (Hours)
1	Engineer Training	157	29,664	242	50,336	80,000

2	Engineer Field Training (3 months)	-	-	112	47,632	47,632
	Total	157	29,664	354	97,968	1,27,632

Exhaustive courses were organized to foster a sense of responsibility and enhance focus on high performance delivery. Apart from the onsite orientation programs, few associates of the managerial & supervisory cadre were nominated for external trainings, seminars & workshops with the objective of core & multi skill set development. Behavioural & soft skill programs along with nomination for technical courses was done during the year as a routine exercise. The total of 67,873 man hours were devoted to training of 16,949 associates during the year under review. The associates were nominated from across functions with the objective of multi skill set development.

Workforce Strength & Recruitment:

Given the companyâs rapid growth recruitment is an on-going process where we strive to identify, select and appoint the right people for the job at hand. This also includes recruitment of Managers, Engineering Graduates and Post Graduates from institutes like IIMâs, IIFT, IITâs, Agricultural Universities and colleges through campus placements. We were also able to successfully acquire talented people through walk in interviews held at short notice. New associates are selected on basis of merit, potential, compatibility with the organizational culture. The strength of the Company in terms of manpower has reached 8,170 on 31st March 2018, after gross addition of 937 during F.Y. 2017-18.

15)Remuneration Policy

The Company has put in place a Remuneration Policy for Executive Directors, Independent Directors, and KMPâs pursuant to provision of Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is annexed at http:// www.nseprimeir.com/z_JISLJALEQS/files/JISL_ APPOINTMENT_AND_REMUNERATION_POLICY.pdf .

16)Corporate Social Responsibility & Sustainability Report

a) Corporate Social Responsibility

The Company has a holistic and comprehensive very comprehensive Policy in place with the identified CSR Programme and projects. The CSR Committee of the Company has approved, to carry out CSR activities on its own and also through the two Trust/Foundations, namely Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon and another Section-8 Company, Gandhi Research Foundation (GRF), Jalgaon. The CSR Report is attached as Annexure III.

Sustainability Reporting

We have so far released four sustainability reports with a frequency of two years. Our last sustainability report is prepared as per GRI G4 and is available on our website http://jainpipe.com/PDF/SustainabilityReport2016. pdf. The assurance as per AA1000 AS is taken from external party for this report. We are now in process of implementing Internal Sustainability Management Framework to integrate our reporting process. Following SEBIâs latest LODR we will attempt our first Integrated Report in FY 2018-19 i.e. next year.

Climate Change Mitigation at a Glance

Being environmentally concerned organization Company is committed to protect the environment from impacts of climate change. JISL is among very few organizations in the country that have incorporated GHG accounting and mitigation actions in their management systems and got it certified from third party. FY- 2018 was fourth year of our carbon accounting and certification. We account and report on our complete Scope 1 and Scope 2 GHG emissions and removals and selective Scope 3 emissions.

We have implemented and registered renewable energy and energy efficiency projects to generate green energy and mitigate climate change. Some of these projects are also registered under Clean Development Mechanism (CDM) of United Nations Convention on Climate Change (uNFCCC). By the end of FY 17-18 the company has verified 38,637 Certified Emission Reductions (CDM carbon credits) and 3,620 Voluntary Carbon Credits. All our registered CDM Projects have potential to generate 30,000 plus carbon credits per annum. Out of the registered CDM projects, solar and biogas based power generation projects are also registered under Renewable Energy Certificate (REC) Scheme.

Water Conservation at a Glance

We have conducted gate to gate water footprint assessment following international standard ISO 14046:2014 during the reporting period. Water management system following guidelines of ISO 14046 is implemented in the manufacturing locations all over India. In addition we initiated the implementation of Alliance for Water Stewardship (AWS) standard in Kantai Watershed (a micro-watershed of Girna River in Jalgaon). The area covered under AWS comprises of 16 villages and our Jalgaon establishments (Jain Hills, Jain Valley, Takarkheda and Plastic Park) with an approximate coverage of 21,000 acres.

17)Directors retiring and their background

All Independent Directors have given declaration that they continue to meet the criteria for independence as laid down under Section 149 (6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Shri R. Swaminathan retires by rotation as per the Companies Act, 2013, and being eligible offers himself for reappointment, at the ensuing Annual General Meeting. The brief background of retiring director as follows:

Shri. R. Swaminathan

Shri. R. Swaminathan is a B.Tech (Chemical). He has been associated with the Company since inception. He looks after the technical areas of PVC Pipes, Plastic Sheets and related business areas. He has worked in almost all the operational areas and is involved with development of new applications & products and adaptation of drip technology for Indian conditions. In the recent years he is credited with development of new plastic sheet product which is now fast replacing the lumber applications in the North American construction industry. He has substantial authority to oversee and implement the day to day production plan of Plastic Park of the Company in accordance with the annual budget and quarterly budget approved by the Board.

Please also see Annexure I to Explanatory Statement.

18)Internal Financial Controls (âIFCâ)

The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (âIFCâ) lies in the Code of Conduct of the Company, policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews, management system certifications and the risk management framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The controls, based on the prevailing business conditions and processes have been tested during the year by an independent agency and no reportable material weakness in the design or effectiveness was observed. The framework on IFC over Financial Reporting has been reviewed by the independent agency and external auditors. The Company uses various IT platforms to keep the IFC framework robust. The systems, standard operating procedures and controls are implemented by the management team and are reviewed by the internal audit team whose findings and recommendations are placed before the Audit Committee.

a) Policies and processes adopted for orderly & efficient conduct of business

The Company has formalized various policies at Board level to ensure ethical, orderly, timely, flexible and efficient conduct and control of business in all its divisions, namely Micro- sprinkler irrigation, PVC & PE piping systems, Tissue Culture, Greenhouses, bio fertilizers and green energy products, besides processing of foods and vegetables through its subsidiary JFFFL.

b) Safeguarding of assets

The Company has evolved efficient, effective mechanism for the safeguarding of its assets whether tangible or intangible, assets and property with self-control or third parties, funds or securities and negotiable instruments, employee associates. Besides providing for safety, housekeeping and security of the assets, the Assets are adequately insured against perils/happenings etc.

c) Prevention and detection of fraud and errors

The Company has an internal audit department at each of its manufacturing location, which conducts comprehensive audit of every single financial transaction, as well as reconciliation to accomplish control and to ensure prevention of fraud, and is aided by an âexternalâ internal audit which reviews not only manufacturing locations but also depots/ other processes like purchase, statutory compliance, collection, foreign exchange, taxation, costing, compliance, accounting etc. The Companyâs management information and accounting system also integrates internal control mechanism.

d) Accuracy and completeness of accounting records

The Company has in place fully integrated ERP system, based on SAP software, and its subsidiaryâs records also get integrated while consolidating the same as per requirements of Law for the time being in force. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conductive platform for effective control and decision making. The accounting system has the provision for Audit trail and check mechanism for use by various auditors.

e) Timely preparation of reliable financial information

The Company has a robust and efficient mechanism for timely preparation of reliable financial information, within given timelines and has a track record of submitting information without any delay to relevant authorities.

f) Monitoring and Reporting

The Company has put in place a mechanism to monitor and report exceptions on compliance requirements on an enterprise wide level. Company has already implemented an IT platform to capture non conformity and reporting to Chief Compliance Officer & Company Secretary, who shall be mainly responsible for the monitoring control and reporting function. In case of non-compliance despite warnings thrown up in the system, a gradual system of remedial action, warning, punishment is laid down depending on gravity and level of non-compliance and deterrent is in place for non- compliance.

19)Corporate Governance Report

The Company constantly endeavours to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information regarding the Companyâs operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

The Board, at all times exercises its independence both, in letter and in spirit and the Directors fully understand their fiduciary duties. The Directors have always acted in the best interest of the Company and will continue to do so in the future. It is equally important to state that the Company has a professional and competent leadership team for the management of the business. The Board guides, supports and compliments the Management team towards achieving the set objectives to make the enterprise more sustainable and valuable in the future.

A separate Corporate Governance Report is attached as Annexure IV forming part of Directorâs Report in terms SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate from Statutory Auditors, confirming compliance of Corporate Governance code and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached together with CEO Certificate/declaration.

20)Management Discussion and Analysis Report (MDAR)

As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate Management Discussion & Analysis is given elsewhere in the Annual Report at Annexure V.

21 )Particulars of Loans, Guarantees or Investments by the Company

The details of Loans, Guarantees or Investments by the Company during the year given at Annexure VI.

22)Consolidated Financial Statements

Consolidated Financial Statements are prepared in accordance with IND-AS, form part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

23)Significant, Material orders passed by the Regulators/ Court/ Tribunals

There are no material orders or judgments passed by the Regulators/ Court/ Tribunals which would impact the âgoing concernâ status of the Company or its future prospects, subject to contingent Liabilities as mentioned in the notes forming part of Financial Statements.

24) Directorâs Responsibility Statement

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors state that:

i) In the preparation of the annual accounts, the applicable Accounting Standards (Ind AS) have been followed except, to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments, and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018, and, of the profit of the Company for the year ended 31st March, 2018;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the FY ending 31st March, 2018 on a âgoing concern basisâ.

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

25)Extract of Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in form MGT - 9 is attached at Annexure-VII.

26)Governance Disclosers

Policy for Performance Evaluation

In terms of Section 178 of Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has constituted Nomination & Remuneration Committee (NRC) with three Independent Directors and one Non-Independent Director, and an Independent Director being Chairman of the Committee.

Board has evolved Companyâs policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in Appointment & Remuneration Policy at http://www.nseprimeir. com/z_JISLJALEQS/files/JISL_APPOINTMENT_AND_ REMUNERATION_POLICY.pdf

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and sub Regulation (3) and (4) of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate meeting of Independent Directors was held to review the performance of Chairperson, Executive Directors and the Board as a whole on 22^nd March, 2018 at Mumbai. The Board evaluation was completed on 13^th August 2018.

The Nomination and Remuneration Committee has evolved the policy for performance evaluation of Executive Directors, Independent Directors, Board SubCommittees and the Board as whole and updated the formats as per requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. An evaluation of Board as a whole was carried out during the year under review as per laid down processes.

Criteria for evaluation

Particulars	Parameters for evaluation
Board	Board composition and structure; effectiveness of Board processes, information and functioning etc.
Committees	composition of Committees, effectiveness of Committee meetings etc.
Individual Directors	Whether Director possesses adequate experience in industry/ business/ profession and is knowledgeable to give dispassionate advice, Diligently executes all responsibilities and actions delegated to him/ her, contribution to the Board and Committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.
Chairman	Whether the Chairman leads the Board effectively, whether the Chairman ensure participation of all members in the Board deliberations, Whether Chairman guides the Board /Management on key issues to be brought up to the Board for deliberations, whether the Chairman enhances the Companyâs image in dealing with major stakeholders

27)Familiarisation programme for Independent Directors (IDâs)

The Company has arranged for visit of Directors at head quarter and new plants including overseas to make the IDâs aware of their roles; rights and responsibilities in the Company as well as the industry in which the Company operates; business model of the Company, and also their role in governance matters. A visit to Israel was organised for the purpose. All Directors are aware about Company and are always updated through site visits about new developments presentations or through Board.

28)Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a mechanism to all employees, to report their concern about suspected fraud or violation of Companyâs ethics policy, code of conduct. The policy provides direct access for employees to Chairman of Audit Committee and it is affirmed that no associate of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companyâs website and web-link there to is http://www.nseprimeir.com/z_ JISLJALEQS/files/WHISTLE_BLOWER_POLICY.pdf

29) Directors Remuneration

The information pursuant to Section 197 of the Companies Act 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given in Annexure VIII to this Report.

30)Contracts or arrangements with related parties

The Contract and Arrangement entered into during the year with Related Parties mostly Wholly Owned Subsidiaries were on armâs length basis, in compliance with the applicable provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

There are no âmaterially significantâ Related Party Transactions entered into by the Company with Promoters, Directors, KMPâs which may have potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, which Comprises of Mr. Ghanshyam Dass, Mr. Vasant V Warty, Smt. Radhika Pereira (being the IDâs) of the Company for its approval. The Audit Committee also reviews on quarterly basis all Related Party Transactions during the quarter whether or not previously approved. The Company has adopted Policy on Materiality and dealing with Related Party Transactions. The policy approved by the Board is available on Companyâs website and web-link thereto is http://www.nseprimeir. com/z_JISLJALEQS/files/Policy_on_Materiality_and_ Dealing_ with_ Related_ Party_ Transactions.pdf The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details refer Annexure IX.

31)Environment Health and Safety performance

The Company has implemented Quality, Environment, Occupational Health and Safety Integrated Management System (IMS) with certifications, and the same is maintained with continued improvement at all locations including Jalgaon, Hyderabad and Alwar plants. Some of the Environment, Health and safety improvements achieved in the manufacturing facilities are given below:

- To improve workplace air quality all dust collector hose connections were modified and SPM & RSPM levels were reduced in Casing Pipe.

- Installed auto operated flap to open end of pipe on ATM machine resulted in noise level reduction in Casing Pipe.

- All Driptech activities were integrated with current extrusion by online tubing punch with TRUMPF laser which are CE complied and safer.

- All air & water leakages are arrested in Driptape.

- Separate shed for DA, CO2, O2, N2 gas cylinders, used for plasma cutting machine in filter manufacturing, which improved chemical safety at workplace.

- Separate manifold system for DA, CO2, O2, N2 gas provided for plasma cutting machine in filter manufacturing.

- To reduce operator fatigue magnetic lifter was provided to lift the MS sheet at plasma machine in filter manufacturing.

- Hydraulic stacker was provided to lift the heavy job/ filters in filter manufacturing due to which manual material handling was eliminated.

- In MIS Pipe mixing section the path from hot mixer to cold mixer and cold mixer to compound hopper cover was modified to minimize dust level at workplace.

- Modifications were done in the day bin and hopper cover of all machines to reduce the dust in MIS Pipe.

- Anti-vibrating pads were installed to all turbo to avoid the vibration and noise on mixing floor of MIS Pipe.

- Installed 50 MT truck tilter for unloading of PVC resin from 20ft container in PVC Pipe.

- Water consumption was monitored on daily basis by installing water meter to all water inlets of plant in PVC Pipe.

- Hand railing was provided to all storage hoppers in PVC Pipe mixing section.

- Mixer modification was done to reduce dust pollution in PVC Pipe.

- Hand dryer was installed in associate canteen to dry the hand after hand washing in plants for improvement in hygiene practices.

- Replaced 5 MT Chain pulley blocks with 7.5 MT in machine line of Omega 450 and bigger size machines to enhance factor of safety.

- To reduce operator fatigue, material loading system was installed on 10 machines in injection moulding.

- Operator additional safety feature software was updated on 5 machines in injection moulding machines.

- New trolley was made for shifting of duct coil from shop floor to yard to reduce the vehicle movement in HDPE pipe.

- For pipe feeding from extruder machines to high volume welding machine automatic pipe feeding system was installed to eliminate manual feeding in sprinkler pipe.

32) Fixed Deposits

The Company has not accepted, nor renewed any deposits from public, under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the same. The Company had no unclaimed / overdue deposits as on 31st March, 2018.

33) Auditors

a) Statutory Audit

The Auditorâs Report of Statutory Auditors of the Company, Haribhakti and Company LLP, Mumbai, for FY 2017-18 does not contain any qualification, reservation, adverse remark. The Statutory Auditors of the Company shall continue to hold their office as Statutory Auditors upto the Statutory Audit of FY 2020.

b) Cost Audit

Pursuant to the provision of the Section 148 of the Companies Act, 2013, the Board has appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai as the Cost Auditors for FY 2019. The Shareholders may approve the remuneration to be paid to them for FY 2018-19.

c) Secretarial Audit

Pursuant to Section 204, of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s V. Laxman and Co. firm of Company Secretary in practice, to conduct Secretarial Audit of the Company for Financial Year 2018. The report of the Secretarial Audit is attached as Annexure X.

The Secretarial Audit report does not contain any qualification, reservation, adverse remarks.

34)Business Responsibility Report

The Securities and Exchange Board of India (âSEBIâ) requires companies to prepare and present to stakeholders a Business Responsibility Report (âBRRâ) in the prescribed format. SEBI, however, allows companies to follow an internationally recognized framework to report on the environmental and social initiatives undertaken by the Company. The Business Responsibility Report is attached as Annexure XI.

35)Particulars of Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

A] Energy Conservation 2017-18 Agri Park & Tissue Culture

In tissue culture growth room, fluorescent lights have been replaced with LED lights that can save minimum 59% electric energy. R&D work place has been installed with LED lights to reduce energy consumption. Part of âFuture Agriculture R&Dâ Green House roof installed with semi-transparent photo voltaic panels. Additional facility for rain water harvesting and storage of water for 36,000 cubic meters created at Block G of Tissue Culture Park, Takarkheda.

Energy Park

Energy audit of all equipmentâs of PV module Plants have been done and identified energy efficient equipments, electrical power meters were installed at individual electrical panels to monitor power consumption. Production process redefined according to energy efficient equipments. Induction heating is introduced at BLDC motor production floor instead of electrical heating, this system heats the shaft before insertion.

B) Technology Absorption/upgradation

Since Company has no collaboration, all efforts are towards upgradation of technology.

Agri Park & Tissue Culture

In tissue culture, pilot scale production of banana plantlets has been initiated using a new approach of plant propagation that will help in improving productivity per person, efficient utilization of laboratory space and opening possibility of high mechanization. Plants produced by this process have performed better on farmersâ field. Based on previous research, potato seed development program has been initiated where initial potato mother plants are multiplied through tissue culture to produce minitubers using aeroponic technology under green houses and these tubers are used to produce sellable seed tubers in the field. We have procured high end precision equipments, namely GCMSMS, LCMSMS and ICPMS for Research and Development in crop improvement and tissue culture. Four acres of nursery facility for vegetable and papaya is installed with precision automated boom Irrigation system. 2,000 square meter area has been built with temperature control facility for seed germination.

Energy Park

Solar Photovoltaic Module

Potential Induced Degradation (PID) free PV modules: 100% production shifted to PID free PV modules by using PID free solar cells & EVA. Successfully modified Automatic Tabber & Stringers (4 nos.) from 4 bus-bar to 5 bus-bar solar cells as per latest

5 bus-bar solar cell technology. Now both Auto lines have shifted to 5 bus-bar solar cells. The use of 5 bus-bar solar cells reduces resistance loss and improves module efficiency as compared to 4 busbar solar cells. Solder-less machine bended copper bus-bar introduced in PV module in place of manually soldered copper bus-bar, which improves reliability

6 reduces resistive loss occurred due to soldering. Pre-dented Aluminum Frames have replaced regular aluminum frames on bigger modules which reduced corner denting process, manpower & production time.

Solar motor & pump

Vacuum pressure impregnation (VPI) machine for motor core is successfully installed and is being used now. Metal composition detection XRF machine is adopted for incoming material quality control.

C) Research and Development Plastic Park

Pressure compensating Inline Flat Drippers

For the uniform growth of crop, the water flow rate has to be constant as per the desired requirement for the particular crop. However due to undulation in the field, there exists a chance for the increase or decrease in water pressure and hence the water flow. Pressure compensating Inline Flat dripper is developed for use with flat integral drip lines. Its compact design and light weight helps achieve high production rate to match the growing market demands. Thus, the water flow rate is kept same irrespective of the change in water inlet pressure within the given range of pressure compensation. Product is available in flow rates 1.0 LPH, 1.6 LPH and 2.0 LPH.

New MIS components :

Various components of Micro Irrigation systems such as Filter Header Flange 4â Tee, QC SM plus plastic clamp, Turbo Barb Elbow 20 x 1â BSPT threaded, Hydrophonic fodder tray, finger filter male / female threaded fittings, QRC SM Plue Male - Female pump connector, Nursery Pot 12â, Male / female threaded flanges, Super flow filter cap 2â to 3â, plastic filter lock ring etc., were all developed and commercialized during FY 2017 - 18. About 61 new Drip and Sprinkler Irrigation Components were developed and commercial production has started.

Irricare : An Internet of Things based Precision Agriculture Solution

Irricare is an innovative web based precision agriculture solution designed to control and monitor irrigation requirements of large and community farming project.

Major components of Irricare are, - IrriConnect PRO -It is a programmable radio operated remote terminal unit (RRTU). It is a solar operated device which can store pre-programmed schedules. User can also connects different sensors like a soil moisture sensor, pressure sensor, flow sensor etc. Irriconnect PRO operates valves according to predefined schedules. A non-programmable version of IrriConnect is also available.

IrriConnect Master - Irriconnect Master is a master controller which receives commands through the server and it evaluates and transfer those commands to IrriConnect PRO (RRTU).

It communicates with IrriConnect PRO using radio frequency and also communicate with Irricare Global server using GSM.

Irricare Global - This is a heart of Irricare System. It is a software operated through a web based server application. User can access Irricare Global through internet and can view status, upload new schedules.

Features of Irricare

It is a web based system, user can log in from anywhere in the world. It can cover large project area and unlimited users. It can control unlimited valves, pumps etc. It can take inputs from any sensor. No electrical source required to operate the valves. All IrriConnect PRO are solar powered.

Some of the software features of Irricare Global are, Only authorised user can access to his authorised areas for example, a farmer can see only his farm whereas a project supervisor can view entire project area (multiple farms). User gets SMS alerts for his valve opening and closing and the operation schedules. Multiple dashboard, user can view status of his authorised area. Graphs and reports get generated automatically. Global library where user can select sensors or outputs as per his requirement. Event logbooks which logs every events like valve ON/OFF, sensor events etc. Manual override for trouble shooting. User defined rules to control the system. Flexible scheduling, user can make unlimited schedules as per crop or seasonal requirements.

Agri Park & Tissue Culture

A new protocol for banana propagation has been standardised. Pilot scale production of plants using this technology will be undertaken to evaluate the systems further. Breakthrough has been achieved in micro propagation of mango. A path breaking work in deciphering molecular biology of Banana, Pomegranate, Mango and Onion has been published in high impact journals.

Flowering time in banana (Musa spp.), a day neutral plant, is controlled by at least three FLOWERING LOCUS T homologues. Scientific Reports 7, Article number: 5935. doi:10.1038/s41598-017-06118-x.

Characterization of two TERMINAL FLOWER1 homologs PgTFL1 and PgCENa from pomegranate (Punica granatum L.). Tree Physiol.38:772-784. doi: 10.1093/treephys/tpx154.

Roles of Flowering Locus T (FT) and Terminal Flower 1 (TFL1) in flowering of mango. Acta Hort. 1183: 125131. DOI: 10.17660/ActaHortic.2017.1183.17 Characterization of mango Flowering Locus T (FT) and Terminal Flower 1 (TFL1) genes. Acta Hort. 1183:113124 DOI: 10.17660/ActaHortic.2017.1183.16.

Research on onion improvement resulted in identification new CMS lines and study of its molecular biology revealed molecular basis of CMS.

Energy Park

A) Solar Photovoltaic Module

Design & development of high efficiency (16.64%) PV module of power 325 Wp for roof-top power pack systems conducted successfully. Use of High power PV modules in roof-top power packs will reduce the overall system cost & will require less floor area for installation.

Glass to Glass modules: Glass to glass module is most suitable (compared with transparent back sheet) for solar Greenhouse applications where humidity is very high. Prototype module was prepared.

High Efficiency Passivated Emitter and Rear Cell (PERC) PV module: With standard solar cells, highest PV module wattage possible is 325 Wp. PERC is a new technology. Prototype PV module of wattage 355 Wp was made and tested at NABL accredited laboratory.

B) Solar motor & pumps

BLDC submersible motors (Canned type 4â with mechanical seal design, high efficiency and confirming to NEMA standard have been released for commercial production. The variants released commercially are 5 HP (3.7 kW) with 4,800 Wp Solar PV array, 3HP (2.2 kW) with 3,000 Wp solar PV array, 2HP (1.5 kW) with 1800 Wp solar PV array. These versatile motors are suitable for several geographical conditions and can be adapted to several pump ends as per the farmerâs pumping needs. They can be installed in bore wells, open wells, farm ponds and rivers. The motor has robust mechanical design and mechanical seals gives best life in harsh water conditions. The winding is completely sealed ina special encapsulation material for better heat dissipation and insulation. Following are further taken up for development.

Sr. No.	BLDC submersible motor	Particulars
1)	Canned type 3- of 1 HP (0.75 kW) with 900 Wp Solar PV array	Being developed for drinking water solar pumping system
2)	Canned type 2- of 2 hp (1.5 kw) with concentric winding	Under development process
3)	Canned type 4- of 10 HP (7.5 kW) with 9,000 Wp Solar PV array	Under development for agricultural solar pumping system

Sr. No.	Other pumps	Particulars
1)	AC induction submersible motor- Canned type 4- of 5 HP (3.7 kW) with 4800Wp Solar PV array	Being developed for agricultural solar pumping system
2)	Helical pump ends of 1 hp & 2 hp	In prototyping stage and intended for drinking water through solar hand pumping systems
3)	DC submersible solar pump set of 0.1hp	Being developed for domestic use

An aluminum anode for submersible pump is developed and is under field testing. Sand separator with cooling sleeve for submersible pump set is under development and intended to use in sandy water conditions for minimizing the damage to the pump.

C) Solar Photovoltaic Appliances

Development of BLDC solar pump controller of 3.6 kw is completed. Data logger has been amended to include more parameters and has been integrated in Pump controller as a single unit. Development of 7.5 kw BLDC Controller is in progress. Ratings for AC Pump controller of 5kw and 7.5 kw are completed and are released for production.

MPPT Charge controller range enhanced from 15 amps to 20 amps, and work in progress to further enhance it to 25 amps. It is integrated along with Switch Mode Power Supply (SMPS) in a single housing. Present Charge controllers suitable for Led acid batteries are amended to suit Lithium Ferrous phosphate batteries (LiFepo4). LED based Luminaries with more energy efficient LEDâs with higher illumination is developed. LED driver and LED Wattages have been increased from 12 watts to 24 watts for applications where higher light intensity is required.

Present LED luminaries are designed to charge lead acid batteries, and work is under progress to convert it to suit Lithium Ferrous phosphate batteries (LiFepo4).

LED tube lights are commercially released for Tissue culture project with different technical parameters such as wavelength with various patterns for best plant growth and minimum electric energy consumption. Different mixture of Red and Blue LED proportions are being tried out and optimum plant growth pattern have been finalized.

36) Foreign Exchange Earnings and Outgo, the details are as under

(Rs. in Million)

Sr.	C.I.F. Value of Imports,	2017-18	2016-17
No.	Expenditure and Earnings of Foreign Currency
a)	C.I.F. Value of Imports Raw Materials, Components and Stores and Spares	5,068.19	4,788.20
	Capital Goods	625.53	135.16
	Total	5,693.72	4,923.36
b)	Expenditure in Foreign Currency (on Cash basis)
	_i) Interest and Finance ⁾ Charges	428.64	693.02
	_ii) Discount/ Commission	32.33	18.02
	⁾ on Export Sales	32.33	18.02
	Export Selling/ Market iii) Development/ Project Expenses	598.88	54.42
	iv) Travelling Expenses	28.31	14.37
	) Law & Legal/ Professional ⁾ Consultancy Expenses	38.17	43.71
	_i) Testing Quality & other ⁾ Charges	34.03	102.53
	Total	1,160.36	926.07
c.	Earnings in Foreign Currency
	FOB Value of Exports	3,553.16	3,182.47
	Total	3,553.16	3,182.47

37) Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

For Jain Irrigation Systems Ltd.

Sd/- Sd/-

Anil B. Jain Ajit B. Jain

Vice Chairman and Joint Managing

Managing Director Director

Date : 13^th August, 2018

Place : Mumbai

Mar 31, 2017

To the members,

We believe that greater things can be achieved when several people come together and work towards a common goal. The transparency, teamwork and collaboration within our associates not only makes us a stronger Company but makes us close-knit family. The values of our Founder and his Legacy have been carried forward through generations. And all our associates have helped us come so far. All with a deep commitment, result-orientation and a passion for a sustainable eco-system.

Together, we have crossed various milestones in the fields of Finance, Business and Technology. When such goals are achieved, they deserve to be accounted. The Board''s Report is a similar account of the past one year, coming straight from the Directors of our Company. We have a long way to achieve our goal of reaching out to a large number of small holders and help them to create prosperity while ensuring all round development and protection of our dear planet Earth.

1) Financial Highlights (Standalone)

Rs, in Million (except EPS)

Particulars	2016-17	2015-16
Domestic Sales	34,053	34,667
Export Sales & Services	3,341	8,751
Other Operating Income	1,246	964
Other Income	1,208	664
Total Income	39,848	45,046
Operating Profit	7,266	7,508
Interest and Finance Charges	3,423	4,285
Depreciation and Amortization	1,811	2,293
Profit/(loss) before tax	2,032	930
Provision for Tax
Deferred Tax Asset/(Liability)	216	295
Current Tax Provision	178	24
Profit for the year	1,638	611
Other Comprehensive Income	(69)	5
Profit for the year after other comprehensive income	1,569	616
Profit b/f from the previous year	22,496	22,158
Total Profit	24,065	22,774
Dividend Paid during the year (related to previous year)	242	231
Dividend Distribution Tax	48	47
Transfer to General Reserve	Nil	Nil
Balance carried forward	23,775	22,496
Earnings per Share (Rs,)
Basic	3.18	0.88
Diluted	3.18	0.88

2) Operations - and State of Affairs of the Company Standalone

The revenue including operating income remained stable during the year under review for the Company. Tissue Culture and PE Pipes segments were major growth drivers for the Company which showed the sparkling growth rate of 19.4% & 28.7%, respectively. Hi-tech Agri Input Products Division grew by around 6%, while the Plastic Products division experienced the growth of healthy 10%. Other business division grew by around 37.23%.

All the assets have been provided for with depreciation based on life of assets in line with rates prescribed in Schedule II to the Companies Act, 2013 (on a prorata basis using straight line method). The Company has also prepared the Financial Statements based on IND-AS.

The Company has reported a profit of Rs, 1,638 million for FY 2017 as against Rs, 611 million of FY 2016, recording excellent growth of 168%. Repayment of high cost loans had a positive impact on the Company''s profit and resulted in increase in profitability.

Consolidated

On Consolidated basis the revenue from operations of Rs, 69,393.2 million were recorded for FY 2017 as against Rs, 64,864.5 million for FY 2016 reflecting growth of 7.0% YoY, registering positive growth in all the business divisions. The Hi-tech Agri Input Products Division registered the growth of 6.7% on YoY basis. Plastic Division sales improved by 6.9% which was primarily driven by continued growth demonstrated by PE Pipe division in the domestic market catering to institutional customers and infrastructure solutions and also positive growth in PVC Sheets business in Ireland. Agro Processing Division i.e. JFFFL expanded by 3.5% from Rs, 15,499.2 million to Rs, 16,045.2 million. Manufacturing Expenses were recorded at Rs, 5,706.2 million for FY 2017 as against Rs, 5,451.2 million of FY 2016. Selling and distribution expenses were Rs, 4,568.9 million for FY 2017 as against Rs, 3,842.7 million of FY 2016. There was decrease in the finance cost from the level of Rs, 4,910.1 million of FY 2016 to Rs, 4,593.5 million of FY 2017, mainly due to repayment of high cost loans. Other income for the whole year FY 2017 was Rs, 612.0 million as against Rs, 332.8 million of FY 2016. Profit from ordinary activities before tax for FY 2017 was Rs, 2,407.0 million as against Rs, 635.4 million of FY 2016. Multifold improvement (3.6X) in Net profit for FY 2017 was Rs, 1,762.4 million as against Rs, 486.8 million of FY 2016.

3) Dividend and Transfer to Reserves

The Directors propose to shareholders a Dividend on Ordinary Equity Shares and DVR Equity Shares of Rs, 2 each, (details as follows) involving an outlay of Rs, 360 Million to all eligible shareholders, and Rs, 73 Million of Dividend Distribution Tax, for year ended 31^st March, 2017:

Particulars of Equity Shares	Amount (Rs,)
37.5% (Rs, 0.75 per share) on 46,01,66,053 Ordinary Equity Shares of Rs, 2 each	345,124,540
37.5% (Rs, 0.75 per share) on 19,294,304 DVR Equity Shares of Rs, 2 each	14,470,728
Total	359,595,268
Dividend Distribution Tax @ 20.358%	73,205,135
Total	432,800,403

4) Dividend Distribution Policy

The Securities and Exchange Board of India (''SEBI'') via its notification dated 8^th July, 2016, made it mandatory to the top 500 listed entities (based on the market capitalization calculated as on 31^st March of every financial year) to formulate a Dividend Distribution Policy and disclose the same in their annual reports and on their websites. In terms of the above requirement, the Board of Directors of the Company have formulated a Dividend Distribution Policy (''the Policy''). As per the policy, the Company endeavors to pay dividend up to 25% of profit after tax of the Company (as determined by the Board of Directors and approved by the shareholders) subject to the applicable rules and regulations. The detailed policy is available on our website http://www.nseprimeir. com/z_JISLJALEQS/files/JISL_Dividend_Policy.pdf

5) Fund Raising

Jain International Trading B.V. (the Company) Wholly Owned Subsidiary (WOS) of the Company has priced $ 200 million 5-year (non-call 3 year) senior unsecured Notes offering at 7.125% per annum, due February 2022 (the Notes). This issue marked successful debut of Jain Irrigation in the U.S. dollar bond markets. The Notes have been rated B by S&P/ B by Fitch. The Company has repaid high cost borrowings both Overseas and Indian from proceeds of the Bond Issue. The Bonds are guaranteed by Indian Parent Company and are listed and traded at Singapore Stock Exchange.

6) Credit Rating

a) Credit Analysis and Research Limited ("CARE Ratingsâ) in June 2017 revised the Corporate Credit Ratings of the Company as follows;

i) CARE A: Stable (Single A Minus; Outlook: Stable) for long term bank facilities (Term Loan) from CARE BBB Stable.

ii) CARE A: Stable (Single A Minus; Outlook: Stable) for long term bank facilities (Fund based) from CARE BBB Stable.

iii) CARE A2: for short term bank facilities (Non Fund based) from CARE A3 .

b) International rating agencies S&P Global Ratings and Fitch Ratings had allotted "B , Stable Outlookâ and "B Positive Outlookâ respectively, corporate ratings to Jain International Trading B.V (''JITBV''), our wholly owned direct subsidiary, for issue up to US$ 200 million of unsecured senior notes.

The main drivers for improvement in credit ratings as per rating agency are reduction in high cost loans of the Company which has resulted in savings in the finance cost, well established and experienced promoters, widespread distribution network, well diversified product offering, improvement in operating performance of the Company in FY 2017 to name a few.

7) Capacity Expansion and Capital Expenditure

The Company has continued its already pre-decided growth/ maintenance capex. The following table shows the capex incurred for maintenance and capacity expansion implemented during the year, and the resultant capacity addition in FY 2017:

Segment Name	Unit	Addition in Capacity for FY 2017	Capex FY 2017 ('' In Millions)
MIS	MT	-	281
Plastic division	MT	13,280	307
Tissue Culture	Million Nos	Nil	104
Others & Corporate	-	-	532

8) Other Major Developments during FY 2017

Jain Irrigation Inc., USA, Wholly Owned Subsidiary of the Company acquired technology and core team of Australian Observant Pty. Ltd. ("Observantâ). Observant is a world leader in providing in-field hardware and cloud based applications for precision farm water management. The acquisition has combined Observant''s broad field monitoring and control technology with Jain''s global irrigation manufacturing and precision agriculture technology platform to provide farmers with a broad suite of capabilities to increase crop yield while, at the same time, responsibly and profitably manage limited sources. The Company bagged order worth '' 2,844.3 million under Atal Mission for Rejuvenation and Urban Transformation ("Amrut Schemeâ), the project shall cover Bijapur and Bagalkot. The advantages and benefits of these projects include no leakages, negligible wastage, no contamination of water, assured water supply to all levels of the society, increased water use efficiency, sustainable water management system. The Company has already commissioned 24*7 water supply projects in four major cities in the State of Karnataka -Hubli, Dharwad, Belgaum & Gulbarga earlier.

Jain Farm Fresh Foods Limited

Jain Farm Fresh Foods Limited (JFFFL) became material subsidiary of the Company on 31^st March, 2016 and commenced its operations in full force on the same date. FY 2017 was the first full year of operations for JFFFL. The Company recorded the revenue of Rs, 15,952.1 million for FY 2017 on Consolidated basis. Manufacturing Expenses for FY 2017 stood at Rs, 2,123.9 million. The finance cost for FY 2017 wasRs, 666.3 million. Profit before tax for the Company for FY 2017 wasRs, 864 million which was reduced to Rs, 604.9 million after the outflow of funds for taxation.

Sustainable Agro-Commercial Finance Limited (SAFL)

SAFL is focusing its activities and a NBFC promoted by Jain Irrigation operates in the rural & semi urban geographies of India. SAFL currently has its Head Office in Mumbai with 6 Zonal Offices, 24 Branches and 41 Satellite offices operating across the states of Maharashtra, Karnataka and Madhya Pradesh.

In February, 2017 SAFL received the Award - Innovative Initiative in Rural Sector. The said award was given at the Banking; Financial Services & Insurance Awards 2017 sponsored by ABP News. Further the Company has also received an award under the category Best Corporate

9) List of Awards/ Recognition - Financial Year 2016-17

The following awards and accolades were given posthumously to Late FounderShri Bhavarlal H. Jain during the fiscal 2017.

A) Late Shri Bhavarlal H. Jain

Name & Nature Award / Honour	Instituted By	Given By
Akhil Bhartiya Khandesh Kohinoor Purskar	Khandesh Ahirani Kasturi Sahitya Sanskrutik Kala Manch, Pune	Dr. Usha Sawant, Marathi & Ahirani Writer
Award for Recognition at Water for Food Global Conference	Robert B. Daugherty Water for Food Institute at the University of Nebraska	Dr. Hank M. Bonds, President, University of Nebraska Devoted to Gandhian Principles Pioneer in High-Productivity Irrigation
Lifetime Achievement Award	Indian Society of Alliums; National Research Centre for Onion & Garlic; National Horticultural Research and Development Foundation; Bejo Sheetal Bio-Science Foundation, Jalna	Dr. C. D. Mayee, Ex-Chairman, Agricultural Scientists Recruitment Board

The Company and its directors have received the following awards and accolades during the fiscal 2017.

B) Jain Irrigation Systems Limited

Name & Nature Award / Honour	Instituted By	Given at the hands of	Received by
Maharashtra Corporate Excellence Award (Maxell Award)-2017	Maxell Foundation	Sam Pitroda, Indian telecom revolution and renowned technologist (Former Advisor to the Prime Minister on Public Information Infrastructure & Innovations (PIII))	Shri. Ashok Jain
Uttar Maharashtra Ratngaurav'' Purskar	Maharashtra Tourism Development Corporation	Devendra Fadnavis, Chief Minister, Maharashtra	Shri. Ashok Jain
Lifetime Achievement Award-2016	Indian Society of Alliums; National Research Centre for Onion & Garlic; National Horticultural Research and Development Foundation; Bejo Sheetal Bio-Science Foundation, Jalna	Dr. C. D. Mayee, Ex-Chairman, Agricultural Scientists Recruitment Board	Shri. Anil Jain
The Economic Times Polymers - CEO of the Year-2017	The Economic Times Polymers Magazine	Economic Times	Shri. Atul Jain
APEDA Export Award-2014	Agricultural & Processed Food Products Export Development Authority, Government of India	Ms. Rita A. Teaotia, Secretary, Department of Commerce, Ministry of Commerce & Industry, Government of India.	Shri. Athang Jain
APEDA Export Award-2015	Agricultural & Processed Food Products Export Development Authority, Government of India	Ms. Rita A. Teaotia, Secretary, Department of Commerce, Ministry of Commerce & Industry, Government of India.	Shri. Athang Jain

Social Responsibility Practices. The said award was presented by BBC Knowledge at the HR Superstar Award.

During the year 2016-17, SAFLs performance was as follows:

- During the year 2016-17 SAFL made Net profit of Rs, 9.44 Crores.

- Highlights for the year ended 31^st March 2017:

Particulars	Amount (Rs, In millions)
Applications received	1,229.0
Sanctions accorded	1,204.0
Disbursements effected	1,186.0
Loans outstanding	2,599.0
Repayment received	810.0

10)0ther Major Developments Post March 2017

In April 2017 the Company was awarded the Poorigali Integrated Micro Irrigation Project by Cauvery Neeravari Nigam Limited. The project is based on the concept of "Resource to Rootâ, globally pioneered and promoted by the Company. The work order for the project valued at Rs, 5,689.54 million, the largest Micro Irrigation Project in India. In this unique project 85% water use efficiency will be achieved. More than 15,000 farmers will be benefited by this project.

In May 2017 the Company through its multi generation wholly owned subsidiary in the United States of America (USA) completed the acquisition of 80% stake in two of the United States'' largest micro-irrigation dealers i.e. Agri Valley Irrigation LLC, (AVI) and Irrigation Design and Construction, LLC (IDC). This acquisition will help JISLs USA business to become an unparalleled leader in design, construction, service and innovative Agricultural technology providing a unique platform to help growers implement state-of-the-art irrigation technology and achieve "More Crop Per Dropâ.

11)The Operations of Subsidiaries

The Statement containing salient features of the financial statements of subsidiary companies is attached in AOC-

1 at Annexure I.

Other Subsidiaries

Information on operation and financial, other subsidiaries is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report.

12)Employee Stock Option Plan (ESOP)

i) ESOP -2005

The exercise of all remaining ESOP''s were completed during the fiscal 2017 and 2,946,075 shares of Rs, 2/- each were allotted on exercise of options. The Company raised an amount of Rs, 160.27 mn from the allotment of securities, which funds were utilized for working capital requirements and general corporate purposes

ii) ESOP-2011

There is no material change during the year under review in ESOP-2011. No option has been granted, neither exercise of options has taken place during the year under review, in ESOP-2011.

The Company shall at the forthcoming Annual General Meeting place before the Shareholders a certificate from the Auditors of the Company that the schemes have been implemented in accordance with SEBI Guidelines/ Regulations, relating to employees stock options as applicable from time to time, and in accordance with the resolution of the Company at its general meeting.

Further, details are disclosed on the Company''s website and a web-link thereto is i) http://www.riseprimeir. com/z_JISLJALEQS/files/Esop_Scheme_2005.zip&

H)http://www.nsepnmelr.com/z_JISLJALEQS/files/Esop_ Scheme_2011.zip

i) A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP, including:

Particulars	ESOP 2005		ESOP 2011
Date of Shareholders approval	30-Sep-2005		30-Sep-2011
Total number of options approved under ESOP	10,000,000		5,356,000
Vesting requirements	3 yrs of grant		6 yrs of grant
Exercise price or pricing formula	'' 60.45 each		To be decided
Maximum term of options granted	7 years		To be decided
Source of shares (primary, secondary or combination)	Primary		Primary and Secondary
Variation in terms of options	None		None
ii) Option movement during the year
Particulars		ESOP 2005		ESOP 2011
Number of options outstanding at the beginning of the period		2,946,075		-
Number of options granted during the FY 2017		-		-
Number of options forfeited / lapsed during the FY 2017
Number of options vested during the FY 2017		-		-
Number of options exercised during the FY 2017		2,946,075		-
Number of shares arising as a result of exercise of options		2,946,075		-
Money realized by exercise of options (INR), if scheme is implemented directly by Company		160.27 mn
Loan repaid by the Trust during the year from exercise price Received		NA
Number of options outstanding at the end of the year		Nil		-
Number of options exercisable at the end of the year		Nil		-

iii) Details and disclosures in compliance with the Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the table below:

Sr. No	Particulars	Lot No. 1	Lot No. 2	Lot No. 3	Lot No. 4
1)	Employee-wise details of options granted to:
	i) Senior managerial personnel (Not during the year)	377,500	203,750	456,250	1,406,375
	ii) Any other employee who receives a grant in anyone year of option amounting to 5% or more of option granted during that year	-	-		-
	iii) Identified employees who were granted option, during any year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	-	-	-	-
2)	Weighted average exercise price and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock on the grant date.
	(i) weighted average exercise price ('')	60.45*	60.45*	60.45*	60.45*
	(ii) weighted average fair value ('')	35.022	34.954	55.40	42.22
3)	A description of the method and significant assumptions used during the year to estimate the fair values Black Scholes Method Black Scholes Method of options, including the following weighted average information:
	(i) risk-free interest rate	7.50%	8%	9%	9%
	(ii) expected life, (in years, average)	4	4.5	5	5
	(iii) expected volatility, (in months)	6	6	6	6
	(iv) expected dividends, and	25%	25%	25%	25%
	(v) The price of the underlying share in market at the time of option grant. '' per share (on non-sub divided Ordinary Equity Shares)	410.35	459.40	630.15	476.20

* Applicable for all remaining options due to reprising as approved by the Shareholders.

iv) Details related to the Trust

(a) General information on all schemes

S_r N_o. Particulars		Details
1)	Name of the Trust	Jain Irrigation Employee Welfare Trust
2)	Details of the Trustee(s)	IDBI Trusteeship Services Limited, Mumbai, Mr. Aaron Solomon, Solicitor Mrs. Snehal Walvalkar, FCA
3)	Amount of loan disbursed by Company/ any Company in the group, during the year	NIL
4)	Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	NIL
5)	Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
6)	Any other contribution made to the Trust during the year	NIL

(b) Brief detail of transaction in shares by the Trust

1) Number of shares held at the beginning of the year - NIL

2) Number of shares acquired during the year through

i) Primary issuance - NIL

ii) Secondary acquisition - NIL

also as a percentage of paid up equity capital as at the end of the previous - NA financial year, along with information on weighted average cost of acquisition per share; - NA

3) Number of shares transferred to the employee / sold along with the purpose thereof - NIL

4) Number of shares held at the end of the year. - NIL

(c) In case of secondary acquisition of shares by the Trust. - NOT APPLICABLE

Number of Shares	As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholdersâ approval was obtained
Held at the beginning of the year	NIL
Acquired during the year	NIL
Sold during the year	NIL
Transferred to the employees during the year	NIL
Held at the end of the year	NIL

13)Material Developments in Human Resource

Increased popularity of positive attitude is seen amongst the associates while addressing the workplace challenges and in augmenting the organizational performance. It can be considered as a sign of resilience. The concept advocated by the Founder of the Organization to incentivize the real performance is now taking shape amongst the various associates across the Company. It is being practiced amongst Supervisory - Managerial cadre to deal with the challenges of the business world. With regards to the skilled, unskilled workforce, we advocate the flexi job outline making them feel individually more comfortable at workplace. On the other hand, the Organization takes care of their unfulfilled responsibilities and aspirations along-with that of the other stake holders, as stipulated in paragraphs below:

Associate Engagement

Traditional approach of high performance with innovative & flexible production systems involving training and incentive schemes are in the process of evolution. For operational workforce, the flexi job outline encourages acquisition and exploration of multi-skills, as well as reduction of stress level by adopting job rotation. It is a kind of antidote for fatigue arising out of monotonousness usually felt in a continuous process. Our work culture emphasizes the balancing efforts for achievement of goal and promotes trust, organizational commitment and intrinsic enjoyment of the work.

Family Support / Medical Support

Medical support for Infertility, Eye healthcare, Knee replacement is provided & other patients with chronic ailment were supported financially. Family visits to workplace were continued by inviting 766 families with an aggregate 3,998 family members. The main objective behind the family drive was recognition by family members towards the demonstrated hard work of the working associates and its significance, creating sense of pride for all of them. Truly, it fosters the feeling of true work culture "Work is Life, life is work" an exercise of precise balancing.

Multi-purpose Hall facility with a capacity of 500 persons has been made available in Jalgaon City for marriages and other family functions of Associates and their immediate family members at a nominal charge and 18 Associates were benefited during this year.

Childrenâs Educational Development

Like every year, 123 children of associates between standard 7^th to 10^th have been benefited through "Vidyarthi Utkarsh Abhiyanâ with a focus on Academic & Cultural Development of children. Similarly, overall personality development residential camp for 10 days was organized for students from 7^th to 10^th Standard at Anubhuti International School for 106 children of associates. "Educational Scholarship Schemeâ was declared for meritorious children of associates. During year under review, 127 children of the associates were identified as beneficiary with aggregate amount of'' 3.22 million. The disbursements were made on the basis of submission of their claims.

Prevention of Sexual Harassment

The Company has already adopted and put in place a policy on prevention, prohibition and redressal of sexual harassment at workplace according to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Company stands committed on equal opportunities for employment irrespective of the candidate''s race, caste, sex, religion, colour and nationality, among others. All the employees are treated in dignified manner and the Company maintains a work atmosphere free of sexual harassment whether physical, verbal or psychological. A programme was conducted during the year under review by the Company to spread awareness about prevention of sexual harassment.

Social Involvement

Emergency services such as Fire extinguishers, Ambulance services in case of road accidents in and around each manufacturing site across the Country have been made available on demand. Special drives were organized for Eye health checks & Cataract surgeries in collaboration with Kantai Netralay for the resident of adjacent villages at Jalgaon, Maharashtra.

Company has organized blood donation camps at periodic intervals for the Blood banks in operating local area. Record number of blood units were donated. These

2 programs were conducted twice in a year at various locations such as Plastic Park, Agri Park at Jalgaon (Maharashtra), Food park at Chittoor (Andhra Pradesh) & Padra (Vadodara - Gujrat), Plastic Park at Hyderabad (Telangana), Alwar (Rajasthan) & Udumalpet (Tamil Nadu) the total number of units donated blood aggregated to 2,804. It is noteworthy to mention that 2 adjacent districts Blood banks were invited at Jalgaon (Maharashtra) for collection of donated units, during these 2 drives.

Exhaustive courses were organized for creating the sense of responsibility to foster the feeling of performance delivery. Apart from the local Orientation programs, few associates of Managerial & Supervisory cadre were nominated to external trainings, seminars & workshops with the objective of core & multi skill set development. Behavioural & soft skill programs along-with technical courses nomination was done during this year as a routine exercise. The total number of 2,974 Man-days involving training of 17,012 associates was conducted during the year under review. The associates were nominated from cross functions with the objective of multi skill set development.

Similarly, felicitated Ettari (G. D. Nellore -Dist ) students securing highest marks in Math & Science group at SSC level. We also organized yearly ceremonies at Chittoor in Andhra Pradesh and gave donations for Gangamma, Christmas & Ganesh Festivals, Help for the old age home for Women, Local Spiritual institutions and social groups etc. Social, cultural & sports events were organized, such as we sponsored an event with the help of Chittoor Olympic Association to felicitate 1^st Indian Female Wrestler and Olympic Bronze medallist Ms. Sakshi Malik during competition for Indian National Championship (Male/Female) for Wrestling. Company also contributed to Development of Water Storage facility at Dhobi Kuwa (Village) in Padra Taluka in Vadodara district. On the occasion of Independence Day and Republic Day sweets were distributed in 2 local schools at Dhobikuwa & Timbipura in Padra Taluka (Vadodara - Gujarat).

Training

Associates Training FY 2016-17

Location	In House Training Orientation			Orientation	External Institute		Total no of participants	Total Man Hours
	No. of participants	Duration (Hours)	No. of participants	Duration (Hours)	No. of participants	Duration (Hours)
Jain Plastic Park Jalgaon	8,566	36,328	159	10,176	30	406	8,755	46,910
Jain Green Energy Park Jalgaon	1,808	3,607	14	896	1	7	1,823	4,510
Jain Tissue Culture Park Jalgaon	176	710	1	64	-	-	177	774
Jain Farm Fresh Foods Ltd. Jalgaon	348	1,413	3	192	6	126	357	1,731
Jain Plastic Park Hyderabad	706	2,159	1	64	-	-	707	2,223
Jain Plastic Park Alwar	337	1,214	-	-	-	-	337	1,214
Jain Plastic Park Udumalpet	305	526	-	-	-	-	305	526
Jain Plastic Park Bhavnagar	6	54	-	-	-	-	6	54
JFFFL, Jalgaon	3,012	5,973	7	448	34	539	3,053	6,960
JFFFL, Chittoor-I & II	658	1,974	-	-	4	56	662	2,030
JFFFL Vadodara	810	2,299	-	-	1	14	811	2,313
Overseas Trg	-	-	-	-	19	2,128	19	2,128
Grand Total	16,732	56,257	185	11,840	95	3,276	17,012	71,373

Agricultural Engineersâ training 2016-17

Sr. Particulars	No. of	Duration	No. of	Duration	Grand Total
No	associates	(Hours)	Students	(Hours)	(Hours)
1 Engineer Training	147	30,496	209	43,424	73,920
2 Engineer Field Training (3 months)	-	-	129	39,728	39,728
Total	147	30,496	338	83,152	1,13,648

Workforce Strength & Recruitment

Recruitment is an on-going process throughout the year in search of right people at right places which also includes the campus selection for Engineering Graduates and Post Graduates from IITs, Agricultural Universities and Colleges from all over the country. Sometimes, Walk in interviews also helped us to get good people on short notice. The recruitment was done on the basis of merit, potential, compatibility with the organizational culture, fitness with son-of-the-soil empathy. The strength of the Company in terms of man power has reached 8,135 on 31^st March 2017, after gross addition of 578 during F.Y. 2016-17.

14)Remuneration Policy

The Company has put in place the Remuneration Policy for Executive Directors, Independent Directors, and KMP''s pursuant to provision of Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is annexed at http:// www.nseprimeir.com/z_JISLJALEQS/files/JISL_ APPOINTMENT_AND_REMUNERATION_POLICY.pdf.

15)Corporate Social Responsibility & Sustainability Report

a) Corporate Social Responsibility

The Company has CSR Policy in place and it was decided that the CSR activities would be conducted under the aegis of the Company directly as well as agencies including Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon and Gandhi Research Foundation (GRF), Jalgaon. CSR report is attached as Annexure II.

i) Climate Change Disclosure:

We have implemented Greenhouse Gases (GHG) Management System in all Indian manufacturing units continuously since FY 2013-14. This system follows international standard ISO 14064:2006 and annually audited by independent third party. We are accounting our complete Scope 1 and Scope 2 GHG emissions and removals and selective Scope

3 emissions under GHG management system. The results of annual GHG inventory are published in our sustainability reports http://www.jains.com/ Company/sustainabie_report.htm

ii) Climate Change Mitigation Projects:

We have five projects registered under Clean Development Mechanism (CDM) of United Nations Convention on Climate Change (UNFCCC). At the end of FY 16-17 the Company has verified 38,637 Certified Emission Reductions (CDM carbon credits) and 3,620 Voluntary Carbon Credit. All our registered CDM Projects have potential to generate 30,000 plus carbon credits per annum. Out of the five CDM projects, the solar and biogas based power generation projects are registered under Renewable Energy Certificate (REC) Scheme as well.

iii)Water Stewardship in operations:

We started implementation of international standard ISO 14046:2014 since last year. We continued our work in this direction in all Indian manufacturing units. Upon complete implementation the Water management system following guidelines of ISO 14046 will enable each manufacturing unit to know their gate to gate water foot print. This initiative is taken to systematically reduce the specific water consumption and overall water footprint.

b) Sustainability Disclosures:

Sustainability Reporting

We have been publishing sustainability report since 2009 with a biennial frequency. We have so far released three sustainability reports. Since we switched from GRI G.3.1 to G.4 guidelines and from limited to reasonable level of assurance, we invested substantial time to establish the reporting process as per changing standards. Due to this switchover our latest report covers three financial years (FY13-FY16). The external assurance as per AA1000 AS is completed by external party for our fourth sustainability report. However for the next reporting periods we will continue with our biennial reporting frequency.

All the above disclosures and projects are comprehensively reported in our latest Sustainability Report of 2013-16 which is available at our company''s website http://www.jains.com/Company/ sustainabie_report.htm

16) Directors retiring and their background

All Independent Directors have given declaration that they meet the criteria for independence as laid down under Section 149 (6) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Shri Ajit B. Jain Joint Managing Director retires by rotation as per the Companies Act, 2013, and being eligible offers himself for reappointment, at the ensuing Annual General Meeting. The brief background of retiring director is as follows:

Shri Ajit B. Jain

Shri Ajit B. Jain is a Mechanical Engineer. As a Director, he joined the organization in 1998. He was designated as Chief Operating Officer of the Company in 2002. He has handled many responsibilities in the Company such as Business Unit Head of Micro Irrigation Division, Solar Pumping Division, Tissue Culture Division, as Head of product development & new application, Micro Irrigation, piping and Solar Pumping Systems, development and adaptation of drip technology for new crops and integration with major irrigation, leading integration of acquired entities.

Work Experience of Shri Ajit B. Jain is as follows:

Year	Particulars
1984	Joined Jain Plastics and Chemicals as a trainee in production of Pipe Division
1985	Incharge of Pipe Division, Sendhwa, MP, India. Established new production facilities.
1991	Incharge of Pipe Division of Tamil Nadu, India. Established new production facilities.
1993	Director, Jain Plastics & Chemicals Ltd. Pipe and Papain Division at Jalgaon, India
1998	Director, Jain Irrigation Systems Limited, India
2002	Chief Operating Officer, Jain Irrigation Systems Limited
2004	Joint Managing Director, Jain Irrigation Systems Limited, India

17)Internal Financial Controls (âIFCâ)

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (''IFC'') lies in the Code of Conduct of the Company, policies and procedures adopted by the Management, corporate strategies, annual business planning process, management reviews, management system certifications and the risk management framework.

a) Policies and processes adopted for orderly & efficient conduct of business

The Company has formalized various policies at Board level to ensure ethical, orderly, timely, flexible and efficient conduct and control of business in all its divisions, namely Micro- sprinkler irrigation, PVC & PE piping systems, Tissue Culture, Greenhouses, bio fertilizers and green energy products, besides processing of foods and vegetables through its subsidiary JFFFL.

b) Safeguarding of assets

The Company has evolved efficient, effective mechanism for the safeguarding of its assets whether tangible or intangible, assets and property with self-control or third parties, funds or securities and negotiable instruments, employee associates. Besides providing for safety, housekeeping and security of the assets. The Assets are adequately insured against perils/happenings etc.

c) Prevention and detection of fraud and errors

The Company has an internal audit department at each of its manufacturing location, which conducts comprehensive audit of every single financial transaction, as well as reconciliation to accomplish control and to ensure prevention of fraud, and is aided by an "externalâ internal audit which reviews not only manufacturing locations but also depots/ other processes like purchase, statutory compliance, collection, foreign exchange, taxation, costing, compliance, accounting etc. The Company''s management information and accounting system also integrates internal control mechanism.

d) Accuracy and completeness of accounting records

The Company has in place fully integrated ERP system, based on SAP software, and its subsidiary''s records also get integrated while consolidating the same as per requirements of Law for the time being in force. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conductive platform for effective control and decision making. The accounting system has the provision for Audit trail and check mechanism for use by various auditors.

e) Timely preparation of reliable financial information

The Company has a robust and efficient mechanism for timely preparation of reliable financial information, within given timeliness and has a track record of submitting information without any delay to relevant authorities.

f) Monitoring and Reporting

The Company has put in place a mechanism to monitor and report exceptions on compliance requirements on an enterprise wide level. Company has already implemented an IT platform to capture non conformity and reporting to Chief Compliance Officer & Company Secretary, who is mainly responsible for the monitoring control and reporting function. In case of non-compliance despite warnings thrown up in the system, a gradual system of remedial action, warning, punishment is laid down depending on gravity and level of non-compliance and deterrent is in place for non- compliance.

18) Corporate Governance Report

The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information regarding the Company''s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company.

A separate Corporate Governance Report is attached as Annexure III, forming part of Director''s Report in terms SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate from Statutory Auditors, confirming compliance of Corporate Governance code and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached together with CEO Certificate/declaration.

19) Management Discussion and Analysis Report (MDAR)

As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate Management Discussion & Analysis is given elsewhere in the Annual Report at Annexure IV.

20)Particulars of Loans, Guarantees or Investments by the Company

The details of Loans, Guarantees or Investments by the Company during the year given at Annexure V.

21)Consolidated Financial Statements

Consolidated Financial Statements are prepared in accordance with IND-AS, forms part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

22)Significant, Material orders passed by the Regulators/ Court/ Tribunals

23)Directorâs Responsibility Statement

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors state that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed except, to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments, and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017, and, of the profit of the Company for the year ended 31^st March, 2017;

iv) The Directors have prepared the annual accounts for the FY ending 31^st March, 2017 on a ''going concern basis''.

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

24)Extract of Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013, the details forming part of the extract of Annual Return in form MGT - 9 is attached at Annexure VI.

25)Governance Disclosers Policy for Performance Evaluation

In terms of Section 178 of Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board had already constituted Nomination & Remuneration Committee (NRC) with three Independent Directors and one Non-Independent Director, an Independent Director being Chairman of the Committee.

Board has evolved Company''s policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in Appointment & Remuneration Policy at http://www.nseprimeir. com/z_JISLJALEQS/files/JISL_APPOINTMENT_AND_ REMUNERATION_POLICY.pdf

Board Evaluation

The Nomination and Remuneration Committee had already evolved the policy for performance evaluation of Executive Directors, Independent Directors, Board Subcommittees and the Board as whole.

The criteria for performance evaluation of the Board included, aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included, aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included, aspects on contribution to the Board and Committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role. The Nomination and Remuneration Committee and Board have amended these processes in fiscal 2017 to bring them in line with SEBI (LODR), 2015 amended during the year.

26)Familiarization programme for Independent Directors (IDâs)

The Company has arranged for visit of Directors to make the IDs aware of their roles; rights and responsibilities in the Company as well as the industry in which the Company operates; business model of the Company, and also their role in governance matters. All Directors are aware about Company and are always updated through site visits about new developments. Since all Independent Directors are appointed for last 3 years no separate visits for familiarization were organized this year.

27)Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a mechanism to all employees, to report their concern about suspected fraud or violation of Company''s ethics policy, code of conduct. The policy provides direct access for employees to Chairman of Audit Committee and it is affirmed that no personnel of the Companies has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website and web-link there to is http://www.nseprimeir.com/z_ JISLJALEQS/files/WHISTLE_BLOWER_POLICY.pdf

28)Directors Remuneration

The information / disclosures necessary under Schedule V, Part II, provisions of Section II B (IV) of the Companies Act 2013 are attached at Annexure VII to this report. Also the information pursuant to Section 197 of the Companies Act 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given in Annexure VIII to this Report.

29)Contracts or arrangements with related parties

The Contracts and Arrangements entered into during the year with Related Parties were on arm''s length basis, in compliance with the applicable provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

There are no "materially significant" Related Party Transactions entered into by the Company with Promoters, Directors, KMP''s which may have potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, which Comprises of Mr. Ghanshyam Dass, Mr. Vasant V. Warty, Smt. Radhika Pereira (being the ID''s) of the Company for its approval. The Audit Committee also reviews on quarterly basis all preapproved Related Party Transactions during the quarter. The Company had adopted Related Party Policy. The policy approved by the Board is available on Company''s website and web-link there to is http://www.nseprimeir. com/z_JISLJALEQS/files/Policy_on_MateriaHty_and_ Dealing_ with_ Related_ Party_ Transactions.pdf. The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details please refer Annexure IX.

30)Environment Health and Safety performance

The Company has implemented Quality, Environment, Occupational Health and Safety Integrated Management System (IMS) with certifications, and the same is maintained with continual improvement at all locations including Jalgaon, Vadodara, Chittoor, Hyderabad, Udumalpet, Alwar and Bhavnagar plants. During FY 2016-17, the IMS recertification with up-gradation to the revised standards ISO 9001:2015 & ISO 14001:2015 was done for the Alwar, Bhavnagar and Hyderabad plants and Company has received the IMS certification from TUVNORD for the same.

Rain water harvesting is done from one more zone in the factory open area, as well as from roof top in buildings, and the same is used for recharging of wells through suitable structures. Fire hydrant systems at Plastic Park, Jalgaon and Hyderabad have been made fully operational, covering entire plastics manufacturing facilities. Fire hydrant system installation work has started for the Jain Farm Fresh Food Limited facility at Jain Valley; and it is expected to be operational during next financial year. Smoke detection and alarm system is installed to cover the entire administration building and HR office buildings. Some of the safety measures taken in the manufacturing facilities during the year under review are given below:

- Modified mechanism in sheet cutting resulted in elimination of noise and dust generation.

- Automatic PVC resin supply and weighing facility completed for mixers helped in reduction of dust. Spillage of chemical eliminated by liquid weighing system PVC Sheet plant.

- In Driptech plant platform provided for Conair material feeder for safety during maintenance.

- Water collection and reuse system provided at field puncture test for water saving in Driptech plant.

- In Injection moulding plant safety gate with modified design provided for better operator safety.

- In PVC Pipe plant water softener designed and installed and 20-30% water saving achieved.

- Welding curtains provided as barrier between welding operation and surrounding workplace and sensor based alarm provided at robot welding operation area in filter manufacturing plant.

- Vacuum loaders installed on Injection moulding Machines for automatic and safe raw material loading in SWR fitting plant.

- In socketing machine, guards equipped with proxy limit switch for enhanced safety.

- Awareness campaigns and trainings organized during National Safety week, Fire Safety week & World Environment Day. Plantation is done in premises and roadside during rainy season and on World Environment Day.

- Water, Sanitation and Hygiene (WASH) program initiated and implementation started during the year under review.

31)Fixed Deposits

The Company has not accepted, nor renewed any deposits from public, under the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the same. The Company had no unclaimed / overdue deposits as on 31^st March, 2017.

32)Auditors

a) Statutory Audit

The Auditors, M/s. Haribhakti and Co., LLP, Chartered Accountants, Mumbai have furnished a Certificate under Section 139 of the Companies Act, 2013 that their proposed re-appointment, for 3 years if made, will be in accordance with the said provision of the Companies Act, 2013. The Audit Committee and Board have recommended that M/s. Haribhakti and Co., a firm of Chartered Accountants, Mumbai be reappointed as Statutory Auditors for a period of 3 years. The Shareholders may reappoint the Statutory Auditors as per AGM Notice sent separately. The Auditor''s Report does not contain any qualification, reservation, adverse remarks.

b) Cost Audit

Pursuant to the provision of the Section 128 of the Companies Act, 2013, the Board has appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai as the Cost Auditors for FY 2017. The Shareholders may approve the remuneration to be paid to them for FY 2016-17. Company had filed Cost Audit Report for FY 2016 in prescribed time on 25^th October, 2016.

c) Secretarial Audit

Pursuant to Section 204, of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s V. Laxman and Co., firm of Company Secretary in practice, to conduct Secretarial Audit of the Company for Financial Year 2017. The report of the Secretarial Audit is attached as Annexure X.

The Secretarial Audit report does not contain any qualification, reservation, adverse remarks.

33)Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only four persons in employment of the Company have drawn remuneration in excess of '' 850,000/- per month, during the year under review or part thereof as per details in the Annexure XI to this report.

34)Business Responsibility Report

The Securities and Exchange Board of India (''SEBI'') requires companies to prepare and present to stakeholders a Business Responsibility Report (''BRR'') in the prescribed format. SEBI, however, allows companies to follow an internationally recognized framework to report on the environmental and social initiatives undertaken by the Company. The Business Responsibility Report is included in the Annual Report elsewhere.

35)Particulars of Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

A] Energy Conservation 2016-17 Plastic Park

Various measures have been undertaken to save Energy during the financial year. Some of the significant energy saving measures taken in the plants are given below.

In MIS pipe plant & PVC pipe plant modification in the process was under taken and few components were installed which resulted in energy saving of about 12%.

Similarly in Drip line plant, the process modification which is synchronised with the extrusion production process resulted in energy saving of about 10%.

In PVC sheet division, modification carried out in sizing of the PVC sheets during the processing resulted in significant saving of electricity and this approach was implemented upto 30mm thick sheet production process.

In Injection moulding plant, the performance of chiller is improved by modification was which resulted in reduction in energy consumption by 10%. VFD/ servo drives were installed on five PS series machines to reduce the energy consumption by about 20 %. Insulation pads are provided to barrel heaters of bigger size injection moulding machines to reduce energy consumption by about 15% of the heating load. Mercury vapour lamps and tube lights are replaced by LED lamps to reduce energy consumption by about 45% of lighting load.

In casing pipe plant modification was done on air compressor 1250L which resulted in reduction in the energy consumption by about 20%.

The overall specific energy consumption of the MIS division, Pipe division and Sheet divisions together was reduced by 5% as compared to last financial year.

Agri Park & Tissue Culture

In tissue culture, solar water heaters have been installed to support electric boilers used for steam sterilizer to reduce electric energy. In green house, electric pumps have been replaced with solar pumps to save electric energy. Solar panels to a power production capacity of 132 KW has been installed over the roof top of secondary hardening preparatory.

Energy Park

i) Regenerative Dynamometer test Systems is introduced at BLDC motor production floor. This system converts the mechanical energy of the motor and connected load into electrical energy which is returned to the AC power source. The loading motor operates as a generator and the regenerative energy is return back into the main line power supply.

ii) Motor plant and Solar Photovoltaic Appliances plant lights replaced from CFL to LED lights.

B] Technology Absorption Energy Park

Solar Photovoltaic Module

After successful modification of Automatic Tabber & Stringer machines (2 nos) of Auto line-1 from 3 busbar to 4 busbar solar cells last year, Automatic Tabber and Stringer machines (2 nos.) of Auto line- 2 are also modified from 3 busbar to 4 busbar solar cells as per latest technology. Now both Auto lines shifted to 4 busbar solar cells. The use of 4 bus bar solar cells reduces resistance loss and improves module efficiency compared to 3 bus bar solar cells.

Solar motor & pump

BLDC motor technology is successfully used for solar water pumping systems. These motors can be submersible as well as surface types. These motors are more efficient than conventional induction motors and also have high reliability.

BLDC Surface Pump (0.5HP) design and manufacturing techniques were absorbed and introduced for production. This pump work with only 150W to 500W solar modules useful for drinking water and agriculture irrigation for small land holding farmers. Drawings and documentations are prepared and available for production.

Regenerative Dynamometer is in use for testing of BLDC motor torque, speed, current, efficiency, input output power, temperature rise and related data, during motor operation.

Fully automatic Potting machine is now operational for water ingress protection (IP).

Laser welding process is introduced for welding of low thickness sleeve and outer flanges instead of normal tag welding process. Induction heating process introduced for fixing MS sleeve on shaft instead of Hydraulic press fitting.

Laser marking introduced for printing technical parameters on motor permanently.

C) Research and Development Plastic Park

Smart Clean - Automatic Online Screen Filter

Smart Clean range of filter is an online self-cleaning automatic screen filter. Its patented technology helps to clean the plugged screen efficiently. Smart Clean filter has a rotating suction nozzle which sucks the contamination accumulated on screen of the filter. Smart Clean Filter is available in Hydraulic and Electric models and in flow variants right from 25 cu.m/hr to 1200 cu.m/hr.

Development of 36mm PVC Free foam sheet

During the year attempt was made to produce 36mm PVC free foam sheet based on customer''s requirement. Recipe and processing conditions was completely over hauled to achieve such a high thickness with good surface finish and cell structure. After various experiments and testing of the product made during the trial, recipe & processing conditions could be established for producing 36mm thickness PVC free foam sheet which is first time in India. Key to the success of this product development was to keep the foaming cell without getting collapsed as it is challenging to maintain the foamed cells without getting collapsed which is in turn is due to difficulty in removing the heat from the core part of the high thick sheets. Product made was sent to customers in USA where the product is used to replace the wood for building & construction application.

New MIS components

Various components of micro irrigation systems such as single metal clamp type QC couplers, plastic flanges - threaded & non threaded, higher diameter -140 & 160 mm PVC taile piece etc., were all developed during the year and over 100 new components of Micro Irrigation and mould components were developed and commercialized. In house commercial production process of grommets out of thermoplastic elastomeric was established and commenced production during the year.

Agri Park & Tissue Culture

Commercial tissue culture protocol for micro propagation of Coffee has been developed. Plants have been supplied to Coffee board for conducting field trial. Commercial production of the plants will be undertaken after getting field results. New training system for mango intensive cultivation is under experiment to improve productivity and reduced pruning requirement. A new onion hybrid for early Rabi season brought under commercial cultivation for processing. For efficient hybrid seed production three Cytoplasm Male Sterile (CMS) lines from three different populations were identified and characterized on genetics, molecular and biochemical aspects. Company has been able to identify key genes regulating flowering in banana, mango and pomegranate. These studies will help Company to identify and breed better varieties in future.

Energy Park

Solar Photovoltaic Module

Design & development of high efficiency (16.4%) PV module with high power 320 Wp for roof-top power pack systems. Use of High power PV modules in roof-top power packs will reduce the overall system cost & will require less floor area for installation.

Transparent PV module (Power: 250 Wp) for future Greenhouse application has been designed & developed.

Solar motor & pumps:

BLDC submersible motors: Very reliable canned type BLDC submersible motors with highest efficiency and confirming to NEMA standard have been released for commercial production. These versatile motors are suitable for several geographical conditions and can be adapted to several pump ends as per the farmer''s pumping heads. They can be installed in bore wells, open wells, farm ponds and rivers. The motor has robust mechanical design and the winding is completely sealed in a special encapsulation material. The variants released commercially are 5HP (3.7kW) with 4,800Wp Solar PV array and 3HP (2.2kW) with 3,000Wp solar PV array. Small size 1HP (0.75kW) canned BLDC submersible motor with 900Wp Solar PV array is being developed for drinking water solar pumping system. Its prototypes are undergoing field testing.

Medium size 2HP (1.5kw) canned BLDC submersible motor with 1,800Wp Solar PV array is being developed for irrigation water solar pumping system. Its prototypes are under development.

Development of pump ends and helical pumps for drinking water solar hand pumping systems are in prototyping stage. Solar Photovoltaic Appliances

BLDC solar pump controller 2kw development is completed. Controller housing has been modified with a separate compartment inside housing for ease of commissioning and servicing along with provision of an emergency switch for isolation. Present Data logger has been upgraded to include SD card for data downloading.

Solar Pump controller and streetlight has passed all EMI/EMC (Electromagnetic interference/Electromagnetic compliance) tests, which are prerequisites for CE mark.

MPPT Charge controller range enhanced from 10 amps to 15 amps along with Switch mode power supply (SMPS) which is provided as a backup for solar.

LED based Luminaries with more energy efficient LED''s with higher illumination is developed. Mobile charger facility has been added in Lantern.

36) Foreign Exchange Earnings and Outgo C.I.F. Value of Imports, Expenditure and Earnings of Foreign Currency

(Rs, in Millions)

Sr. No. Particulars		2016-17	2015-16
a) C.I.F. Value of Imports
Raw Materials, Components and Stores and Spares		4,788.20	4,360.64
Capital Goods		135.16	78.32
Total		4,923.36	4,438.96
b) Expenditure in Foreign Currency
i)	Interest and Finance Charges	693.02	590.21
ii)	Discount/ Commission on Export Sales	18.02	57.84
iii)	Export Selling/ Market Development	54.42	35.89
iv)	Travelling Expenses	14.37	28.06
v)	Law & Legal/ Professional Consultancy Expenses	43.71	41.09
vi)	Testing Quality & other Charges	102.53	60.49
Total		926.07	813.58
c) Earnings in Foreign Currency
FOB Value of Exports		3,182.47	8,520.14
Total		3,182.47	8,520.14

Standalone financials for FY 2016-17are not comparable as FY 2016-17 does not include Agro Processing Division.

37) Acknowledgement

The Directors take this opportunity to place on record their appreciation for the whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

For Jain Irrigation Systems Ltd.

Sd/- Sd/-

Anil B. Jain Ajit B. Jain

Vice Chairman and Managing Director Joint Managing Director

Date: 14^th August 2017

Place : Mumbai

Mar 31, 2015

Dear Members,

The Directors present their report on the financial performance, business and operations of the Company for the year ended 31st March, 2015.

1. Financial Highlights Rs. in Million (except EPS)

Particulars 2014-151 2013-14

Domestic Sales 32,535 30,754

Export Sales & Services 8,811 9,754

Other Operating Income 1,424 1,267

Sales and Operating Income 42,770 41,775

Operating Profit 6,703 6,885

Interest and Finance Charges 4,002 3,908

Depreciation and Amortisation 1,785 1,413

Profit before taxation and 916 1,564

exceptional items

Exceptional Items (Forex) 567 1,865

Profit/(loss) before tax 349 (301)

Provision for Tax

Deferred Tax Asset/(Liability) (150) (414)

Current Tax Provision 1 74

Profit for the year before Prior 498 39

Period Expenses

Prior Period Items-Income/ 4 -

(Expenses)

Profit for the year 494 39

Profit b/f from the previous year 8,087 8,345

Balance available for 8,581 8,384

Appropriation

Out of which the Directors have appropriated as under;

Proposed Dividend 231 231

Dividend Distribution Tax 47 39

Transfer to General Reserve Nil 27

Balance carried forward 8,303 8,087

Earnings per Share (Rs.)

Basic 1.07 0.09

Diluted 1.071 0.09

2. Operations - Standalone, and State of Affairs of the Company

The revenue including operating income increased from Rs. 41,775 Million in FY14 to Rs. 42,770 Million in Financial Year 2015, reflecting an increase of 2.4%, due to increased contribution by Onion Dehydration segment by 38%, Fruit processing by 18.2%, Tissue Culture by 18.2% and MIS by 6.9% on a YoY basis.

The Hi-Tech Agri Irrigation Input Products segment reported a 3.8% growth at Rs. 27,175 Million in FY 2015, against Rs. 26,175 Million in FY 2014. The Industrial products division grew at a slightly better 3.9% in FY 2015 reporting revenue at Rs.13,977 Million in FY 2015 against Rs. 13,449 Million in FY 2014. The Green Energy products de-grew 28.5%, due to conscious management decision to concentrate on cash flow rather than revenue growth, and reported revenue of the Rs.1,266 Million as against Rs.1,770 Million for FY 2014.

The Company has changed the method of depreciation as per the related provision of Companies Act, 2013, which is now based on useful life of assets.

The Company has adjusted deferred tax of Rs. 151 Million due to certain exemptions/ non-taxable income under Income Tax Act, 1961, like incentives from Government under mega project, exemptions for renewable energy & food business, deduction for R&D etc. available to the Company. Hence, the PAT of Rs. 494 Million in FY 2015 is higher than the PBT Rs. 349 Million in FY 2014.

3. Dividend and Transfer to Reserves

The Directors propose to shareholders a Dividend on Ordinary and DVR Equity Shares of ' 2 each, (details as follows) involving an outlay of Rs. 231 Million to all eligible shareholders, and ' 47 Million of Dividend Distribution Tax, for year ended 31st March, 2015:

Sr No Particulars of Equity Shares Amount (Rs.)

1 25% (Rs. 0.50 per share) on 221,559,989 443,119,978 Ordinary Equity Shares of Rs. 2 each

2 25% (Rs. 0.50 per share) on 9,647,152 19,294,304 DVR Equity Shares of Rs. 2 each Total231,207,141

3 Dividend Distribution Tax @ 47,069,150 20.358%

Total 278,276,291

The Board of Directors has not transferred any amount to General reserves of the Company during the year under review.

4. Fund Raising

During Financial Year 2015 the Company has maintained its working capital facilities at same level but has raised long term funds from lenders as under;

Sr. Name of Amount Raised Nature of No. Lender (Rs. in Million) Lending

1 IFCI Ltd. 1,000 Corporate Loan

2 UBI 500 Corporate Loan

3 Yes Bank Ltd. 1,000 Corporate Loan

The funds raised have been utilised for augmenting net working capital and as a result the long term resource base of the Company has become stronger.

5. Credit Rating Agency

Following are Long Term and Short term credit ratings of the Company issued by India Ratings (part of the Fitch Group.)

Amount Nature of Rating Outlook Facility

Rs. 4.08 billion Long Term Debt INDBBB- Stable

Rs. 16.00 billion Fund based IND A3 Stable Working Capital

Rs. 12.90 billion Non-Fund based IND A3 Stable Working Capital

6. Capacity Expansion and Capital Expenditure

The Company has continued its already pre-decided growth/ maintenance capex, and the following table gives the capex incurred for maintenance capex and capacity expansion implemented during the year, and the resultant capacity addition in FY 2015:

Addition in Capex FY Sr Segment unit capacity for 2015 No name FY 2015 (Rs. in Million)

1. MISMT MT 880 139

2. Piping Systems MT 1,490 83

3. Dehydrated MT - 78 Vegetable

4 Fruit Puree MT - 290

5. Tissue Culture Million. 20 210 Nos

6. Other & Corporte - - 214 Corporate

Total 1,014

7. Other Major Developments During FY 2015

a) Key Managerial Personnel

During the year under review the Company has designated the following personnel as key managerial person under Section 203, of the Companies Act, 2013 read with Section 2 (51)

Sr. Name of the No. Director's/KMP's Designation

1 Mr. Ashok Bhavarlal Jain Vice-Chairman

2 Mr. Anil Bhavarlal Jain Managing Director

3 Mr. Ajit Bhavarlal Jain Joint Managing Director

4 Mr. Atul Bhavarlal Jain Joint Managing Director

5 Mr. R Swaminathan Executive Director

6 Mr. A. V. Ghodgaonkar Company Secretary

7 Mr. Manoj L. Lodha Chief Financial Officer

b) Sustainable Agro-Commercial Finance Limited (SAFL)

The Company's subsidiary SAFL, has ceased to be a subsidiary w.e.f. March 31st, 2015. A brief on said associate entity's operations are as under:-

Recently, in end of March 2015, Mandala Capital Ltd, (and funds managed by it) an agri business focused private equity fund, has invested in SAFL to the extent of 20% of the total equity capital.

The current equity subscription is Rs. 1,200 Million, with the Company holding 49%, Promoter Group (Jain Family) holding 21%, Mandala Capital holding 20% while IFC holds 10% equity share capital. SAFL is focusing its activities on as agri lending only, and operates in the rural & semi urban geographies of India. SAFL's launch is a new milestone in the thinly populated space of private sector financing of agriculture.

SAFL finances products which result in increased farm productivity and improvement in income of farmers. The lending is in the nature of asset financing and registered mortgage on the agricultural land holding is obtained as collateral Security as a general rule.

During the year 2014-15, SAFL's performance details are as follows:

* Net profit (Pre tax) of Rs. 0.2 Million.

* Highlights for the year ended March 31, 2015:

Rs. In Million

Sr Particulars Nos. Amount No.

1 Applications received 7,640 1,001

2 Sanctions accorded 7,210 970

3 Disbursements effected 6,494 952

4 Loans outstanding 13,450 1,564

5 Repayment Received - 423

9. Other Major Developments Post March 2015 Postal Ballot

The Board is in process of obtaining Shareholders' approval u/s 180 (1) (a) of the Companies Act, 2013 via Postal Ballot, for sale of Indian Food business to its effective Wholly Owned Subsidiary, Jain Farm Fresh Food Limited (JFFFL), for a consideration in the range of Rs. 4,000 Million to 6,000 Million, subject to working capital adjustment. Post obtaining the approval in the end of September 2015 the Board or its sub Committee shall take actions to close the Slump Sale transaction.

10. The Operations of Holding Subsidiaries

The Mauritius based subsidiary of the Company has earned revenue $ 436,057, mainly through interest and has earned a profit of $ 17,994 at the net level.

The Netherlands based subsidiary has earned revenue of $ 1,897,391, while incurring a loss of $ 504,121.

There is no change in capital structure of the both subsidiaries; neither there is any change in Wholly Owned nature of subsidiaries, except that recently in June 2015, Shares of Jain Sulama Sistemleri San Ve Tic A S have been acquired by Naandan Jain Irrigation Limited, Israel way of transfer of Shares.

The Statement containing salient features of the financial statements of subsidiary companies is attached in AOC-1 at Annexure I.

Other Subsidiaries

Information on operation and financial, other subsidiaries is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report.

11. Employee Stock Option Plan (ESOP)

There is no material change during the year under review in either ESOP-2005 or ESOP-2011. No option has been granted, neither exercise of options has taken place during the year under review, in either ESOP-2005 or ESOP-2011.

The Shareholders as well as Board of Directors have approved ESOP-2011 with 5,356,000 options through Trust route and Trustees are an independent professional corporate and two professionals, and the Trustees shall administer the scheme under the guidance of Nomination & Remuneration Committee. The Company shall at the forthcoming Annual General Meeting place before the Shareholders a certificate from the Auditors of the Company that the schemes have been implemented in accordance with SEBI Guidelines/ Regulations, relating to employees stock options as applicable from time to time, and in accordance with the resolution of the Company at its general meeting. Further, details are disclosed on the Company's website and a web-link thereto is http://www. nseprimeir. com/z JISLJALEQS/files/Esop Scheme 2011.zip &

http://www. nseprimeir. com/z JISLJALEQS/files/Esop Scheme 2005.zip

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including

Sr. Particulars ESOP ESOP No. 2005 2011

1 Date of Shareholders approval - -

2 Total number of options approved 10,000,000 5,356,000 under ESOS

3 Vesting requirements 3 yrs. of - grant

4 Exercise price or Rs. 60.45 pricing formula each To be decided 5 Maximum term of 7 years options granted

6 Source of shares Primary and (primary, secondary Primary secondary or combination)

7. Variation in terms of None None options

ii) Option movement during the year

Sr ESOP - ESOP - No. Particulars 2005 2011

1 Number of options outstanding at the - - beginning of the period

2 Number of options granted during the FY - - 2015

3 Number of options forfeited / lapsed during - - the FY 2015

4 Number of options vested during the FY - - 2015

5 Number of options exercised during the FY - - 2015

6 Number of shares arising as a result of - - exercise of options

7 Money realized by exercise of options (INR), if scheme is - - implemented directly by Company

8 Loan repaid by the Trust during - - the year from exercise price received

9 Number of options outstanding at the end 2,946,075 5,356,000 of the year

10 Number of options exercisable at the end 2,946,075 5,356,000 of the year

iii) Details and disclosures in compliance with the Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the table below:

Sr. Particulars Lot Lot Lot Lot No. No.1 No. 2 No. 3 No.4

1. Employee-wise details of options granted to:

i) Senior managerial 377,500 203,750 456,250 456,250 personnel (Not during the year)

ii) Any other employee who - - - - receives a grant in anyone year of option amounting to 5% or more of option granted during that year

iii) Identified employees who were granted option, during any year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

2. Weighted average exercise price and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock on the grant date.

(i) weighted average 61.552 82.692 113.60 85.80 exercise price m (Rs.)

(ii) weighted average 35.022 34.954 55.40 42.22 fair value (Rs.)

3. A description of the method and significant assumptions used during the year to estimate the fair values Black Scholes Method Black Scholes Method of options, including the following weighted average information:

(i) risk-free interest rate 7.50% 8% 9% 9%

(ii) expected life, 4 4.5 5 5 (in years, average)

(iii) expected volatility, 6 6 6 6 (in months)

(iv) expected dividends, and 25% 25% 25% 25%

(v) The price of the 410.35 459.40 630.15 476.20 underlying share in market at the time of option grant. Rs. per share (on nonsub divided Ordinary Equity Shares)

(iv) Details related to the Trust

(a) General information on all schemes

Sr Particulars Details No

1 Name of the Trust Jain Irrigation Employee Welfare Trust

2 Detail of the Trustee(s) IDBI Trusteeship Services Limited, Mumbai, Mr. Aaron Solomon, Solicitor Mrs. Snehal Walvalkar, FCA

3 Amount of loan disbursed NIL by Company/ any Company in the group, during the year

4 Amount of loan outstanding NIL (repayable to Company / any Company in the group) as at the end of the year Amount of loan, if any, taken from any other source for which

5 Company / any Company in the group NIL has provided any security NIL or guarantee

6 Any other contribution made to the NIL Trust during the year

(b) Brief detail of transaction in shares by the Trust - NIL

1. (a) Number of shares held at the beginning of the year - NIL

2. (b) Number of shares acquired during the year through -

(i) Primary issuance - NIL

(ii) Secondary acquisition - NIL

also as a percentage of paid up equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share;

3. (c) Number of shares transferred to the employee / sold along with the purpose thereof- NIL

4. (d) Number of shares held at the end of the year. NIL

(c) In case of secondary acquisition of shares by the Trust.- NOT APPLICABLE.

As a percentage of paid-up equity capital as at the end of the year Number of shares immediately preceding the year in which shareholders' approval was obtained

Held at the beginning of the year NIL

Acquired during the year NIL

Sold during the year NIL

Transferred to the employees nil

during the year

Held at the end of the year NIL

12. Material Developments in Human Resource

For Jain Irrigation Systems Ltd., an Associate is more than a worker or an employee. He possesses common approach and helps achieve common purpose. Importantly, he is a person who is in agreement with plans and policies of the organization. He is an important stakeholder and a colleague. He is owner of his work.

Associate Engagement

Various HR initiatives have been adopted by the Company to bring the feeling of "Organization as a large family under one roof" not only to the associates but their family members in a systematic manner.

Infertility is an issue which does not get addressed properly because of lack of guidance and shyness of the people suffering. Many people give up and leave the hope due to shyness and / or improper guidance. Company has identified such associates and with proper counseling and treatment, during this year, 45 associates are undergoing treatment and 4 families could enjoy the success of the program immediately with 4 female babies and 1 male baby (including one Twins) with a hope to get the success for remaining.

Like every year, 134 children of associates (between standard 7th to 10th) have benefited through "Vidyarthi Utkarsh Abhiyan". Apart from the academic curriculum, a thrust was given on overall personality development and a 10 day residential "Personality Development Camp" was organized for students from 7th to 10th Standard at Anubhuti International School for 111 children of associates.

Educational scholarship for children of associates continued this year too. During this year, we selected two institutes namely GTTI, Coimbatore and IGTR, Aurangabad for giving high skill training to the children of our associates and deputed 12 & 6 students respectively. Also selected 15 deserving and needy children of associates on need and merit basis and helped them with scholarships. Total 35 children received scholarship worth Rs. 188 Million. Also covered few children of associates in low income group even though not meritorious, to encourage them to further study.

To make a family proud of the role their family member is playing in the progress of the Company, visits of family members of the associates are conducted to all Company locations in Jalgaon. Apart from visiting the complete set up of the factory, it gives them the information about the importance of job, their family member is carrying out and how important it is in the chain of activities. Also they are given information about the unique work culture of the organization i.e. "Work is Life". Total 146 visits have been organized during whole year which covered 1,236 Associates and their family members totaling to 6,696 total visitors.

We have also tied up with a departmental store for providing the Groceries and daily use items to the associates on credit and 1,818 associates were benefitted with this activity during this year.

The Company has made available one multi-purpose hall with a capacity of 500 persons in the Jalgaon City for the marriage and other family functions of Associates and their immediate family members at a nominal charge and 30 Associates were benefitted during this year.

Social Involvement:

We cannot produce Blood in labs and but blood is very much important to save a life of someone. Once again on demand of the blood banks, blood donation camps were organized twice at 6 months intervals wherein 2,751 units of blood were donated by associates. This time apart from Jalgaon, we have organized blood donation camp across all our manufacturing locations which include, Chittoor, Hyderabad, Udumalpet, Alwar, Baroda & Bhavnagar.

Training:

The Agricultural Universities have made it compulsory for the "Agricultural Engineering" students to have 16 week industrial training. The Company has taken this opportunity to train these students for one month on the premises and rest three months on the job training in Agriculture. Thus the students get exposed to Survey, Design, Installation, Maintenance of Micro Irrigation Systems and Field Operations. This training gives them the real experience and those who proved themselves during training, were absorbed by the Company in employment on being trained successfully.

Training is a continuous process for increasing performance / skills of associates, and it continues at all our locations all the time. The location and program-wise training details are as under:

Associates Training 2014-15

Sr In House Training No Location No. of No. of Duration Programs Associates (Man Hours)

1 Agri Park 45 798 1,774

2 Plastic Park 608 9,217 43,914

3 Food / Energy Park 146 3,984 11,007

4 Orientation 9 346 19,376

5 Overseas Training - - -

Total 808 14,345 76,071

Sr External Institute Total No Location No. of No. of Duration Man Programs Associates (Man Hours) Hours

1 Agri Park 8 13 308 2,082

2 Plastic Park 34 100 1,722 45,636

3 Food / Energy Park 37 99 1,246 12,253

4 Orientation - - - 19,376

5 Overseas Training 3 31 2,864 2,864

Total 82 243 6,140 82,211

Agricultural Engineers' Training 2014-15

Sr In House Training No Location No. of No. of Duration Programs Associates (Man Hours)

1 Engineer Training 11 147 30,5766

2 Engineer Field - - - Training (3 months)

Total 11 147 30,5766

Sr External Institute Total No Location No. of No. of Duration Man Programs Associates (Man Hours) Hours

1 Engineer Training 6 205 42,640 73,216

2 Engineer Field - 92 32,959 32,656 Training (3 months)

Total 6 297 75,296 1,05,872

Prevention of Sexual Harassment

The Company has already adopted and put in place a policy on Prevention, Prohibition and redressal of sexual harassment at workplace according the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company stands committed on equal opportunities for employment without regard to candidate race, caste, sex, religion, color, nationality, disability etc. All employees are treated in dignified manner and Company maintains work atmosphere free of sexual harassment whether Physical, Verbal, or Psychological.

Recruitment and Manpower Strength:

Recruitment is an ongoing process throughout the year in search of right people at right place. This includes the On-Campus selection for Engineering Graduates and Post Graduates from IIT's, Agricultural Universities and Colleges from all over the country. Sometimes, Walk in interview also help to get good people at short notice. The recruitment was done on the basis of merit, potential ability, compatibility with the organizational culture, fitness with son-of-the-soil empathy. The strength of the Company has reached 9,179 on 31st March 2015, after gross addition of 1,649 during FY 2014-2015 and net addition of 838.

13. Remuneration Policy

The Company has put in place the Remuneration Policy for Executive Directors, Independent Directors, and KMP's pursuant to provision of Companies Act 2013, and Clause 49 of Listing Agreement and the same is annexed at Annexure II.

14. Corporate Social Responsibility & Sustainability Report

a) Corporate Social Responsibility

Corporate Social Responsibility (CSR) is fundamental to our values and integral to our business approach. While conducting ethical business, we stand steadfast in maintaining our responsibilities to the communities and the environment. We have always invested in ventures aimed at development of the agricultural sector and empowerment of the farmers. Additionally, we have pioneered a wide range of philanthropic initiatives for holistic development of our neighboring commune.

In the light of the requirements under the Companies Act 2013, Company formed a three member committee chaired by Mr. B. H. Jain with Mr. D. R. Mehta and Mrs. Radhika Pereira, being members. The committee drafted the policy on CSR activities of Company, which was approved in the first meeting of the committee on 11th August, 2014. It was decided that the CSR activities would be conducted under the aegis of the Company directly as well as agencies including Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon and Gandhi Research Foundation (GRF), Jalgaon. Broadly the projects approved by the CSR committee for fY 2015-16 are:

A. Rural Development: Rural development is one of our prime CSR focus as is enshrined in our Articles. We undertake need based interventions as well as activities with prospective plans. The thrust of our rural development projects encompasses promotion of preventive health care and sanitation and making available safe drinking water to the local people. In the past, we have also undertaken development of specified village as a well-planned CSR activity. However, there have been few initiatives for FY 2014-15. GRF has completed the participatory rural appraisal of the six nearby villages of Jain Irrigation in Jalgaon and the current expenditure under this head has been on activities in and around Jalgaon facilities.

B. Nature Conservation and Environmental protection: Ensuring environmental sustainability, ecological balance, conservation of natural resources and maintaining quality of soil, air and water are congruent to our business as well as CSR goals both. We continuously seek opportunities to invest our efforts and capital to ingrain the concepts of environmental sustainability amongst the farming community and the neighborhood. Some of our activities in this context have been:

* Distribution of the saplings to residents of Jalgaon on World Environment Day

* Awareness campaign on Biodiversity Conservation

* Supporting the activities undertaken by FALI (Future Agriculture Leaders of India)

* Supporting educational activities for promoting modern agricultural practices; conducting conferences etc.

* Supporting film festivals and awareness campaigns in the city for encouraging good agricultural practices.

C. Promoting Education: We believe education is the birth right of every individual and hence we extend our conviction by making it one of the focus areas of our CSR efforts. Our major expenditure in this segment is towards Anubhuti English Medium School, which provides free education to the underprivileged children of the society at large. We take efforts to select the needy students, i.e. children who have lost their parents or children whose parents find it difficult to earn a living. We pay several visits to their households and select the deprived children after a rigorous process of interviews.

D. Promotion of the sports: We believe that sports and sportsmanship have the power to nurture our children and contribute to their holistic development. We promote both the nationally recognized sports and Olympic sports. These include a range of indoor and outdoor games. Our Jain Sports Academy, which functions under the BKJMF trust, is responsible for co-ordinating and handling all activities related to Sports. Most of our spending goes towards the coaching fees and payment made to budding sportsmen and their coaches. Our expenditure on sports has touched Rs.13.7 Million in FY 2014-15.

This apart, there are many other CSR activities undertaken by the BKJMPF and GRF independently throughout the calendar year. Currently, most of our activities are concentrated in and around Jalgaon. But we have plans to expand our endeavors to other locations, such as, Chittoor, Baroda, Udumalpeth, Hyderabad, Alwar, Bhavnagar in alpha order.

There is detailed CSR report for FY 2015 which dwells on dates, projects, expenses and benefits as well as beneficiaries. Annexure III.

Sr. CSR activities carried out Explanation Amount (Rs.)

1 Rural development Projects Rural development 373,423 Socio Cultural Expenses projects, (awarnness program on (i) promoting Sanitaion, preventive Anti-vices, Women health Foeticide, care and Water conservation) sanitation and making available safe drinking water:

a Health, yoga and other Ensuring 217,264 developmental activites environmental in rural area sustainability, surrounding the ecological balance, factory premises conservation of natural resources b Social awarness in rural and maintaining 156,159 areas surounding the quality of soil, air factory premises sanitation, and water antivices, women foeticide, water conservation etc.,

2 Consevation of natural resources, quality of soil, air, water, etc.

Contribution to FALI Ensuring 2,100,000 project - Initiative to environmental focus on agri sustainability, technology, modern ecological balance, agriculture, and agri conservation of business through natural resources training, learning, and maintaining contests,etc. quality of soil, air and water, a Material and Stationery protection of b Launch of the program flora and fauna c Salary of the staff implementing the program

3 Promoting Education

Support for Anubhuti Promoting education 10,806,750 English Medium School and other educational assistance provided under the aegis of B&K Jain Multipurpose Foundation

a Salary, honorarium and other 3,325,887 expenses of teaching staff

b Maintaince (Building, Water, 740,483 Electricity, Housekeeping etc)

c Educational, book and other 4,078,203 expenses of Anubhuti English Medium school

d Direct educational help by 2,021,506 BKJMPF to the applicants to BKJM foundation

e Other expenses, stationary, 640,671 clothes and others

4 Promoting Sports

JISL supports the programs Training to promote 10,700,932 rural sports, of Jain Sports Academy by nationally recognised including but not limited sports, paralympic to payment of salaries of sports and Olympic the admin staff, Coaches, Players, Heads, Sports Material, Tournament Fees, etc.

a Sports Expenses made by Jain 9,812,572 Sports Acedemy (Salary to coaches and sportsmen including the material purchase)

b Adminsitrative Expenses of 8,88,360 Jain Sports Academy : (Adminstrative and Accounts staff)

Sub-total 23,981,105

b) Sustainability Reporting

The fourth Sustainability Report for the year 2014 and 2015 in under review as per GRI requirements. This report will cover all the operations of Jain Irrigation around the globe. This report will also cover all the information, process and materiality related to Economic, Environment and Social aspects of the organization in the Year 2013-14 and 2014-15.

All facilities in Jalgaon are certified as per ISO 14064 GHG- Management Systems and ISO 50001- Energy Management Systems. Now we are also under the process of audit for ISO -14046 for water Management Systems and re-audit of GHGMS (ISO 14064) at all Jalgaon facilities. According the Alliance for Water Stewardship (AWS), Jain Hills, Jain Valley and new site along with Kantai Dam area and Takarakheda will be considered as per the watershed basis for AWS. This will become a part of Sustainability Report 2015, which will be published hereafter.

The new initiative taken by organisation is Water Benefit Credits for onion farmers. The WBC issued will reduce the cost of extension, training and farmers outreach for introduction of new technology, input management and harvest scheduling etc., we have completed the book on bio-diversity at Jain's premises in Jalgaon, which will be released very soon.

Hindustan Coca-Cola Beverages Pvt. Ltd. (HCCBPL) and Jain Irrigation scaled up the joint initiative Project Unnati with investments amounting to Rs. 50 crores over a period of 10 years. After achieving the desired results in Phase 1, both partners made the announcement of scaling the initiative fivefold reaching 25000 farmers in Phase 2. The Project, in its second phase will identify nearly- 25,000 farmers, holding an area of 50,000 acres and support them in adopting the Ultra High Density Plantation technology. The selected farmers will be provided assistance for using this technology during the project.

During the reporting period Company holds 13,780 carbon credits (CDM) and 3,620 Voluntary Carbon Credit. By the next six months we will be eligible from UNFCCC to issue about 33, 000 carbon credits from different renewable energy project which are registered as CDM projects. Our Solar and Biogas power project is also registered for Renewable Energy Certificate mechanism yielding some income, though the REC issued are piling up. We conduct regular training on various aspects of sustainability for our associates and stakeholders.

15. Directors retiring and their background

The shareholders in the 27th Annual General Meeting appointed the following persons as Independent Directors for the term of 5 years ending with Annual General Meeting to be held in the year 2019.

Sr. Name Designation

1 Shri. Vasant V Warty Director-Independent

2 Mrs. Radhika C Pereira Director-Independent

3 Shri. Devendra R Mehta Director-Independent

4 Shri. Ghanshyam Dass Director-Independent

5 Dr. Arun Kumar Jain Director-Independent

6 Dr. Harishchanda Prasad Singh Director-Independent

All Independent Director's have affirmed that they still adhere

to criteria for independance w.r.t Company for FY 2016

All Independent Directors have given declaration that they meet the criteria for independence as laid down under Section 149 (6) of the Companies Act, 2013, and Clause 49 of the Listing Agreement, entered into with stock exchanges.

Shri Ashok B. Jain and Shri R. Swaminathan retire by rotation as per Companies Act, 2013, and being eligible offer themselves for reappointment, at the ensuing Annual General Meeting. The brief background of retiring directors is as follows:-

Shri Ashok B. Jain joined the management team in 1982 and was in charge of marketing and extension services in Maharashtra and other States. In 1993 he became Director and was responsible for Corporate Administration, Corporate Image and Relationships, Events Management, Personnel/Human Resource Development, Communication, Public Relations, Art and Publicity. Since he also acts as Commercial Chief of the Food Processing and Green Energy Divisions

Shri R. Swaminathan is Chemical Engineer responsible for technical manufacturing operations in our Polytube, Sprinkler, PVC & PC Sheets and PVC & PE Pipe units. He has 34 years of experience in operation and maintenance activities of plants handling such things as Solvent Extraction, Plastics Extrusion and Injection Moulding. He joined the Jain Group in 1982 and was appointed a full-time Director in 1996.

16. Internal Financial Controls ("IFC")

The Company's objectives are defined broadly by the Vision and Mission Statement adopted for last few decades and implemented continuously by the management team. The credo, guiding principle, work culture, quality perspective all are clearly defined and practically achievable. With this background of objectives, the Internal Financial Control is guided by Audit Committee and Board of Directors based on following broad parameters The Company has retained KPMG LLP to advise on phase wise implementation of further strengthening of IFC .

A) Policies and processes adopted for orderly & efficient conduct of business

The Company has formalized various policies at Board level to ensure ethical, orderly, timely, flexible and efficient conduct and control of business in all its divisions, namely Micro- sprinkler irrigation, PVC & PE piping systems, Tissue Culture, Greenhouses, bio fertilizers and green energy products, besides processing of foods and vegetables.

B) Safeguarding of assets

The Company has evolved efficient, effective mechanism for the safeguarding of its assets whether tangible or intangible, assets and property with selfcontrol or third parties, funds or securities and negotiable instruments, employee associates. Besides providing for safety, housekeeping and security the assets are adequately insured against perils/happenings etc.

C) Prevention and detection of fraud and errors

The Company has an internal audit department at each of its manufacturing location, which conducts comprehensive audit of every single financial transaction, as well as reconciliation to accomplish control and to ensure prevention of fraud, and is aided by an "external" internal audit which reviews not only manufacturing locations but also depots/ other processes like purchase, statutory compliance, collection, foreign exchange, taxation, costing, compliance, accounting etc. The Company's management information and accounting system also integrates internal control mechanism.

D) Accuracy and completeness of accounting records

The Company has in place fully integrated ERP system, based on SAP software, and its subsidiary's records also get integrated while consolidating the same as per requirements of Law for the time being in force. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conductive platform for effective control and decision making. The accounting system has provision for Audit trail and check mechanism for use by various auditors.

E) Timely preparation of reliable financial information

The Company has a robust and efficient mechanism for timely preparation of reliable financial information, within given timelines and has a track record of submitting information without any delay to relevant authorities.

F) Monitoring and Reporting

The Company has put in place a mechanism to monitor and report exceptions on compliance requirements on an enterprise wide level. Company is implementing an IT platform to capture non conformity and reporting to Chief Compliance Officer or Company Secretary, who shall be mainly responsible for the monitoring control and reporting function. In case of non-compliance despite warnings thrown up in the system, a gradual system of remedial action, warning, punishment shall be laid down depending on gravity and level of non-compliance and deterrent is in place for non- compliance.

17. Corporate Governance Report

A separate Corporate Governance Report is attached as Annexure IV, forming part of Director's Report in terms of revised Clause 49 of the Listing Agreement entered into with Indian Stock Exchanges. A Certificate from Statutory Auditors, confirming compliance of Corporate Governance code and Clause 49 of the Listing Agreement is also attached together with CEO Certificate.

18. Management Discussion And Analysis Report (MDAR)

As per the requirements of the Clause 49 of Listing Agreement, a separate Management Discussion & Analysis is given elsewhere in the Annual Report at Annexure V.

19. Particulars of Loans, Guarantees or Investments by the Company

The details of Loans, Guarantees or Investments by the Company during the year given at Annexure VI.

20. Consolidated Financial Statements

Pursuant to the Listing Agreement entered into with Stock Exchanges, Consolidated Financial Statements are prepared in accordance with Accounting Standard 21, form part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements. The Company shall make available the said financial statements and related detailed information of the subsidiary Company upon request by any member of the Company. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

21. Significant, Material orders passed by the Regulators/ Court/ Tribunals

There are no material orders or judgments passed by the Regulators/ Court/ Tribunals which would impact the 'going concern' status of the Company or its future prospects, subject to contingent Liabilities as mentioned in the notes forming part of Financial Statements.

22. Director's Responsibility Statement

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors state that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed except, to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments, and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015, and, of the profit of the Company for the year ended 31st March, 2015;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the FY ending 31st March, 2015 on a 'going concern basis'.

vi) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

23. Extract of Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013, the details forming part of the extract of Annual Return in form MGT - 9 is attached at Annexure VII.

24. Governance Disclosers

Policy for Performance Evaluation

In terms of Section 178 of Companies Act 2013 and Clause 49 of the Listing Agreement, Board has constituted Nomination & Remuneration Committee (NRC) with at least three Independent Directors and three Non-Independent Directors, an Independent Director being Chairman of the Committee.

Board has evolved Company's policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in Appointment & Remuneration Policy at Annexure - II

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Board of Directors has carried out evaluation on its performance and that of its Committees and of all individual Directors.

The Nomination and Remuneration Committee has evolved the policy for performance evaluation of Executive Directors, Independent Directors, Board Sub- Committees and the Board as whole.

A separate meeting of Independent Directors was held to review the performance of chairperson and Board as a whole.

The criteria for performance evaluation of the Board included, aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included, aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role.

25. Familiarisation programme for independent Directors (ID's)

The Company has arranged for visit of Directors after September 2014 to make the ID's aware of their roles, rights responsibilities in the Company, and also the industry in which Company operates, business model of the Company, and also their role in governance matters.

In addition the ID's are nominated for outside professional seminar, training to give insight to them of changing legal land scope on corporate front.

26. Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a mechanism to all employees, to report their concern about suspected fraud or violation of Company's ethics policy, code of conduct. The policy provide direct access for employees to Chairman of Audit Committee and it is affirmed that no personnel of the Companies has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website and web-link there to is http://www.nseprimeir.eom/z JISLJALEQS/files/ WHISTLE BLOWER POLICY.pdf

27. Directors Remuneration

The information / disclosures necessary under schedule V, Part II, provisions of Section II B (IV) of the Companies Act 2013 are attached at Annexure VIII to this report.

Also the information pursuant to Section 197 of the Companies Act 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given in Annexure IX to this Report.

28. Contracts or arrangements with related parties

The Contract and Arrangement entered into during the year with Related Parties were on arm's length basis, in compliance with the applicable provision of the Companies Act, 2013 and Listing Agreement.

There are no "materially significant" Related Party Transactions entered into by the Company with Promoters, Directors, KMP's which may have potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, which Comprises of Mr. Ghanshyam Dass, Mr. Vasant V. Warty, Smt. Radhika Pereira (being the ID's) of the Company for its approval. The Audit Committee also reviews on quarterly basis all Related Party Transactions during the quarter. The Company has adopted Related Party Policy. The policy approved by the Board is available on Company's website and web-link there to is http://www.nseprimeir. com/z JISLJALEQS/files/Policy on Materiality and Dealing with Related Party Transactions.pdf

The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details refer Annexure X.

29. Environment Health and Safety performance

The Company has implemented Quality, Environment, Occupational Health and Safety Integrated Management System (IMS) with Certifications and same is maintained with continual improvement at all locations i.e. Jalgaon, Chittor, Hyderabad, Udumalpet, Alwar and Bhavnagar plants. In the year 2014-15 the IMS scope expansion was done to include Survey, Design, installation and servicing activities of project sites, and it received the IMS certification from TUVNORD for the same.

Rain water harvesting is done from factory open area, as well as from roof top in buildings, and same is used for recharging of wells through suitable rain water harvesting structures.

Fire hydrant systems at Plastic Park, Jalgaon and Hyderabad have been made fully operational, covering entire plastics manufacturing facilities. Fire hydrant system installation work is in progress at Udumalpet plant and it is expected to be operational during next financial year.

Smoke detection & alarm system is installed to cover entire administration building and HR office building at Plastic Park, Jalgaon.

Some of the safety measures taken in the manufacturing facilities are given below:

* Software modification done in all Polo, Sprint, Armor series machines for auto tripping.

* Mechanical jam bar safety is provided in bigger size Injection Moulding machines.

* In PE pipe plant safety alarm and safety indicators are installed on raw material day bins for early warning of rise in temperature in raw material feeding section.

* In socketing machine, pipe movement is automated to avoid manual operation in SWR Pipe plant.

* Safety guards are provided to operating switches of multi-station butt fusion welding machine in Sprinkler and toe guards are provide to the platforms of raw material conveying system in Drip line.

* Provision of speed breakers at the road crossings near drip line plant and provision of side guards on tuskers carrying raw material/coils has helped in safe transportation.

* Pictorial Safety work instructions are displayed in local dialect in Shop floors for easy understanding of associates.

30. Fixed Deposits

The Company has not accepted, nor renewed any deposits from public, under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the same. The Company had no unclaimed / overdue deposits as on 31st March, 2015.

31. Auditors

a) Statutory Audit

The Auditors, M/s. Haribhakti and Co., Chartered Accountants, Mumbai have furnished a Certificate under Section 139 of the Companies Act, 2013 that their proposed re-appointment, if made, will be in accordance with the said provision of the Companies Act, 2013. The Audit Committee and Board have recommended that M/s. Haribhakti and Co., a firm of Chartered Accountants, Mumbai be reappointed as Statutory Auditors, in terms of relaxation available in third proviso to under Section 139 (2) of Companies Act 2013. The Shareholders may reappoint the Statutory Auditors as per AGM Notice sent separately.

The Auditor's Report does not contain any qualification, reservation, adverse remark.

b) Cost Audit

Pursuant to Section 128 of the Companies Act, 2013 for the Financial Year 2015, the Company is not required or mandated to get the cost records audited by cost auditor and hence the Board has not appointed a Cost Auditor.

c) Secretarial Audit

Pursuant to Section 204, of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s V. Laxman and Co. firm of Company Secretary in practice, to conduct Secretarial Audit of the Company for Financial Year 2015. The report of the Secretarial Audit is attached as Annexure XI. The Secretarial Audit report does not contain any qualification, reservation, adverse remarks.

32. Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only six of the persons in employment of the Company have drawn remuneration in excess of Rs. 500,000/- per month, during the year under review or part thereof as per details in the AnnexureXII to this report.

33. Particulars of Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

A] Energy Conservation 2014-15

Plastic Park:

Various measures under taken by division, had yielded annual savings of more than 825,000 KWh. Some of the significant energy saving measures taken in the manufacturing facilities are given below:

* In PVC pipe plant, method of cooling of water has been changed from chilling plant to cooling tower by provision of three new cooling towers of 350TR each. This has resulted in reduction in energy consumption by 474,340 KWh.

* In Drip line plant, instead of utilization of chilling plants located in 2 different wings, single set of chilling plant was used in lean season by making provision of common water piping, this has helped in saving of energy consumption by 91,104 KWh. Replacement of motorized belt driven flattening caterpillar system by self-driven anti-drifting roller unit in vacuum tank on Flat dripper lines resulted in energy saving of 70,891 KWh.

* In Drip tape plant usage of hot air blower is optimized and start of hot air blower aligned to machine production mode which has resulted in energy saving of 31,212 KWh. Energy consumption was also reduced by 8,262 KWh by changing startup Nederman and synchronizing it with main extruder..

* In Injection Moulding, 14 new energy efficient Injection Moulding M/c's are purchased for CPVC fittings with servo motor with latest technology. Mercury vapor lamps are replaced by LED lamp with energy saving of 58,363 KWh.

* In Sprinkler pipe cooling tower and its water circulation pump operation is automated by temp controller which has resulted in saving of energy consumption by 14,109 KWH.

* VFD's were installed on two air Compressors, one each in PE pipe and Sprinkler pipes and this has resulted in energy saving of 59,496KWh.

* In casing pipe, on one machine, DC motor and drive was replaced with AC motor and drive which has resulted in energy saving of 18,232 KWh in its four months of operation.

Energy audits were carried out at other plants viz. Hyderabad, Udumalpet, Alwar and Bhavnagar during Sept 2014 to Jan 2015. Energy saving opportunities are identified through these energy audits and actions are under progress.

Jalgaon unit has been certified for the ISO 50001 and ISO 14064 energy and GHG management systems by TUVNORD and same is planned to be extended to other plants in next year.

Agri Park & Tissue Culture

Measures taken for reducing energy consumption:

* Rain water harvesting network has been created in newly developed R&D farm at Jalgaon. It can store up to 1.80 bn. lakh liters water in above ground storage structures besides recharging of wells and underground aquifers. This has led to a great impact on conservation of energy

* In Agri Park, a total of 58.5 HP solar based water pumps were installed to replace grid electricity for irrigation of research and development farm. This has been a major breakthrough as it can replace conventional electricity to a substantial extent.

* LED are installed at new tissue culture laboratory growth room based on the results of the research carried out by Research and Development team of Tissue culture. The research claims minimum 60% energy saving against the conventional fluorescent tube lights.

* HEPA (High-efficiency particulate arrestance) based exhaust systems has been developed and installed at Media Store Room, class 1.0 lac clean room of the laboratory to take out steam generated by steam sterilizers. This could reduce operational work load of air conditioners and save energy required for reducing the temperature.

B) Technology Absorption Agri Park & Tissue Culture

* New High Performance Liquid Chromatography equipment was procured for biochemical analysis. This -pment has maximum resolution and this technique is used in routine R&D analysis to separate the components in a mixture, its identification as well as quantification. It relies on pumps to pass a pressurized liquid solvent containing the sample mixture through a column filled with a solid adsorbent material. Each component in the sample interacts slightly differently with the adsorbent material, causing different flow rates for the different components and leading to the separation of the components as they flow out the column.

* One of our Ph.D. students was deputed to Umea Plant Science Centre, Umea, Sweden to learn advanced techniques in plant molecular biology during August-October 2014. The results of visit are encouraging and pursuit us to explore such opportunities.

C) Research and Development

i] Photovoltaic (PV) Powered Electro dialysis (ED) Desalination System

Desalination Using Photovoltaic EDR Systems of brackish groundwater in rural India up to 5000 ppm salinity is converted into drinking quality water in single pass, using pre-filtration, Photovoltaic-powered electro dialysis reversal (EDR) system that desalinates water using electricity to pull charged particles out of the water and further disinfects using ultraviolet rays. The system was designed for low energy consumption, limiting costs especially in off-grid areas. Water recovery is above 90%. It removes hardness as well as heavy metals & chemicals, pesticides, fertilizers as well as micro-organisms. No chemicals need to be added to the system. Membranes can handle wide pH range (0.5-10.5). ED polarity reversal process prevents scaling and allows for high recoveries with chemical addition. The unique solution researched to address the problem is electro dialysis reversal water desalination plant. Water with salinity levels above the taste threshold (>500mg/L) underlies 60% of the land in India. Irrigating with high salinity water can decrease crop yield, estimated to cause reduction in productivity of 20-30 Million hectares of irrigated land each year.

Compared to RO process, this process is most energy efficient & hence cost of water purification is low & affordable; ED membrane has long life (about 10 years). Technology is completely automated & easy to maintain. This technology can be used for community based safe & economical production of drinking water as per WHO Standard from saline or brackish water. This would also be useful for agriculture. This technology also has vast potential to bring vast barren lands under agriculture using brackish water, reject concentrate water (5-10%) is dried in a solar pond without creating any environmental hazard. Concentrated salts can be purified & provided to Textile Industries where higher saline water needed to process & reused.

ii] Advance Irrigation controller (RTU)

Advance irrigation controller (RTU) is a new generation irrigation controller system. RTU is powered with short range wireless communication capability. This makes installation quicker & simpler by eliminating tedious wiring connections. Due to elimination of wires on field system becomes scalable. This system is capable of operating -- 8 DC latching solenoids, 4 Industrial standard analog sensor & 4 digital interface for measurement of sensors. Inbuilt Solar panel & Long life lithium -ion battery makes "JR-RTU" self-powered Irrigation controller for open filed & remote sites.

iii] 5 HP AC solar pump controller

High efficiency 5 HP (3.7 KW) AC solar pump controller is developed with sensor less dry run protection, panel reverse polarity protection, short Circuit and overload protection. MPPT is used to utilize maximum solar power. Additionally, when motor is jammed or open, controller stops and automatically attempt to start by rechecks.

Agri Park & Tissue Culture

* Experiments on short duration with high productivity in cotton were concluded after three years and new agronomic practice was standardized for this crop.

* Seed production of Leek under Indian conditions was standardized. Leek is a very important vegetable crop next to onion.

* Commercial tissue culture protocol for micropropagation of Guava has been developed and field evaluation of plants has been encouraging. One lac plants are being propagated and will be distributed to the farmers for carrying out multilocation trial before taking this crop for commercial scale production.

Food Park

In Food Processing, we undertake R&D and innovation in the following 3 categories of activities:

* New product development

* Improving existing processes & quality of existing products

* By-products can be made out of waste generated Under new product development, the Company has identified 5 focus fruits and vegetables. Following new products have been developed and introduced to customers in 2014 - 15

* Dehydrated Green Chilies : Trials have been conducted for the dehydration of the Green Chilies. Pilot trail has been successful and the product is ready for the commercial production in the coming year.

* IQF Guava Dices : Trials have been conducted for manufacturing IQF Guava Dices. Trials have been successful and this product is ready for commercial production.

* Frozen Jamun Puree : Trials have been conducted for pulp extraction and product of Frozen Jamun Puree. Trials have been successful and this product is ready for commercial production.

* Strawberry Puree (With and Without Seed) : Trials have been conducted for manufacturing Strawberry Puree. Two types of products i.e. With Seed and Without Seed have been successful and product is ready for commercial production in future.

* Green Mango Puree : Trails has been conducted on pilot scale to make Pulp of Raw Mangoes. Trials have been successful and product is ready for commercial production.

For Improving the existing processes and quality of existing products, following have been carried out

* Trails have been taken to use Ozone as replacement of Chlorine as sanitizer for Onion products. The trails are still in progress.

* To improve quality of the water used for transfer of the onions, trails are being done to improve the filtration system for the water. For this, special online filters have been bought. The trails are in progress for this.

* Nonchemical treatment of water : We use soft water in fruit processing for certain processes. For this, we need to give chemical treatment to water to make it soft. Trails have been done for the use of nonchemical treatment of water, with the use of special equipment. Trails have been successful and this is being implemented in all the plants now.

Energy Park

* 2.2 Kw BLDC submersible motor for 3000Wp solar PV:

A new electrical design adopted for best efficiency of motor when run with 3000Wp solar PV. This motor is optimally designed to cater 3HP solar pumping system demand in the market.

* Mechanical improvements in the 3.5Kw BLDC submersible motor:

After studying the feedback of the customers many improvements are carried out in the mechanical components. In order to achieve highest reliability of the motor

* Design and Development of Pipe type canned BLDC submersible motor :

After studding the many benchmarked motors in the market, we designed and developed a 3.5Kw BLDC motor with simpler mechanical components and assembly in order to achieve best efficiency and reliability. A prototype is under assembly stage.

* Pump end development

Tested many benchmarked submersible pump ends for solar pumping application. Study is under progress to design highest efficiency submersible bore well pumps for Solar pumping application.

R & D Solar Photovoltaic:

* Use of Anti Reflection (AR) coating on glass to reduce Cell-to-Module (CTM) loss & increase efficiency of PV module.

* Aluminium frame gluing machine for manual line developed in-house to eliminate manual filling of aluminium frames and improve the quality of gluing.

* Modification done in frame denting machine for denting the PV modules with glass down position to eliminate flipping of PV module.

* Modification done in Terminal box gluing machine to use silicone sealant's 20 litres pail & eliminate use of silicone sealant cartridge which are very costly.

* Successfully tested PV modules of 255 Wp & 305 Wp capacity as per IEC 60904 at Fraunhofer Institute, Germany which is one of the topmost PV module testing institute in the world.

R & D Expenditure (Rs. in Million)

Sr. Particulars 2014-15 2013-14

a. Capital Expenditure 16.38 13.47

b. Revenue Expenditure 197.14 153.49

Total 213.52 166.96

c. % of Revenue 0.50% 0.40%

Foreign Exchange Earnings and Outgo

(Rs. in Million)

C.I.F. Value of Imports, Sr Expenditure and Earnings 2014-15 2013-14 No of Foreign Currency

a. C.I.F. Value of Imports Raw Materials, 4,434.58 5,277.89 Components and Stores and Spares

Total 4,434.58 5,277.89

b. Expenditure in Foreign Currency (on Cash basis)

i) Interest and Finance 629.441 584.68 Charges

ii) Discount/ Commission 128.59 114.12 on Export Sales

iii) Export Selling/ Market 65.26 12.39 Development

iv) Travelling Expenses 19.23 10.43 Law & Legal/

v) Professional 33.47 38.91 Consultancy Expenses

vi) Testing Quality & other 45.03 60.03 Charges

Total 921.02 820.56

c. Earnings in Foreign Currency FOB Value of Exports 8,511.35 9,229.93

35. Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

For Jain Irrigation Systems Ltd.

Sd/- Sd/-

Anil B Jain Ajit B Jain Managing Director Jt.Managing Director Place : Mumbai Date : Sep 02, 2015

Mar 31, 2014

To the Members,

The Directors present their report on the financial performance, business and operations of the Company for the year ended 31st March, 2014.

1. Financial Highlights Rs. in Million (except EPS)

Particulars 2013-14 2012-13

Domestic Sales 30,692 27,571

Export Sales & Services 9,816 6,490

Other Operating Income 823 1,048

Sales and Operating Income 41,331 35,109

Operating profit 5,020 5,793

Interest and Finance Charges 3,908 4,111

Depreciation and Amortisation 1,413 1,195

profit before taxation and exceptional items (301) 487

Provision for Tax

Deferred Tax Asset/(Liability) 414 100

Current Tax Provision 74 86

profit for the year before Prior Period 39 301 Expenses

profit for the year 39 301

profit b/f from the previous year 8,346 8,341

Balance available for Appropriation 8,385 8,642

Out of which the Directors have appropriated as under;

Proposed Dividend 231 227

Dividend Distribution Tax 39 39

Transfer to General Reserve 27 30

Balance carried forward 8,088 8,346

Earnings per Share (Rs.)

Basic 0.09 0.70

Diluted 0.09 0.70

2. Operations - Standalone

The overall operating income and revenue was at Rs.41,331 Mn for year ended March 31, 2014 a growth of 17.7% over last year''s level of Rs. 35,109 Mn. The Hi-Tech Agri Irrigation Input products reported a 14.5% growth at Rs. 26,612.5 Mn in FY 2014 against Rs. 22,798.2 Mn in FY 2013. The Industrial products division grew at a better 34.5% reporting revenue at Rs. 13,448.9 Mn in FY 2014 against Rs. 10,002.1 Mn in FY 2013. The Green Energy products de-grew 23.3% due to conscious management decision to concentrate on cash fow rather than revenue growth and reported revenue of the Rs. 1,769.7 Mn as against Rs. 2,309.2 Mn for FY 2013.

Revenue for the year under review grew by 17.7% over year ago, supported by PE Pipes 61.8%, Fruit Processing 24.1% & MIS 20%. The Net profit at Rs. 39 Mn against Rs. 301 Mn last year was impacted by the foreign exchange losses resulting from depreciating rupee and MTM loss of Rs. 1,975.5 Mn against Rs. 934.2 Mn in previous year

3. Dividend

Sr. No. Particulars of Equity Shares Amount (Rs.)

1 25% (Rs. 0.50 per share) on 221,559,989 443,119,978 Ordinary Equity Shares of Rs. 2 each

2 25% (Rs. 0.50 per share) on 9,647,152 19,294,304 DVR Equity Shares of Rs. 2 each

Sub Total 231,207,141

3 Dividend Distribution Tax @ 39,293,654 16.995%

Total (1 2 3) 270,500,795

The Directors propose to the Shareholders a Dividend of Rs. 0.50 each on Ordinary & DVR Equity Shares involving an outlay of Rs. 231.21 million to all eligible shareholders, and Rs. 39.29 million as Dividend Distribution Tax for the year ended 31st March 2014.

4. Fund Raising

a) Sale of Wind Power Undertaking:

During the year under review the Company hived off Wind Power Undertaking which was operating at Theni, Tamil Nadu. The unit included 8 Wind turbines and 28.5 acres of Land and all related assets and liabilities. The average PLF for 3 year period of Wind Turbines was just about 26%. The shareholder approval was obtained by way of Postal Ballot and actual transfer was effected in Q4 FY 2014. The total value of Wind Power Undertaking was Rs. 645 Mn.

b) Equity Warrants Conversion:

As Members are already aware, the Company after obtaining all the necessary approvals had issued 75 lac Equity Warrants at a price of Rs. 86.30 each aggregating Rs. 647.25 mn out of which as per SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009, the 25% deposit was paid upfront at the time of issue and on payment of balance 75% the warrants were converted into Equity shares of Rs. 2 each on 20-03-2014. The proceeds are utilised for strengthening the long term working capital base of the Company, as proposed while raising the funds.

5. Capacity Expansion and Capital Expenditure

The Company has continued its ongoing growth/ maintenance capex and the following table gives the capex incurred for capacity expansion implemented during the year and the resultant capacity addition in FY 2014:

Sr. Addition in Capacity for Capex FY 2014 Segment name Unit No. FY 2014 (Rs. Mn)

1 MIS/SIS MT 2,410 436

2 Piping Systems MT 32,750 343

3 Dehydrated Vegetable/ Fruit Puree etc MT 3,800 429

4 Tissue Culture Mn. Nos 10 119

5 Others & Corporate - - 516

Total 1,843

Growth capex has been detailed at 1-4 above, and rest is either maintenance or corporate capex.

7. Other major developments during FY 2014

a) ESOP Variations:

In 2005-08 period the Company had granted 4 lots of 25 lacs Equity Shares to its associates on various dates between 27th January, 2007 and 27th June, 2008 at different exercise price. However, in 2013 the Share price became unattractive the associates were not interested in option exercise despite options having been vested fully in June 2011 i.e. 2 years or more before. Thus, Company''s Board, and Shareholders approved revision in Exercise Price to Rs. 60.45 or thereabouts in last AGM on 27-09- 2013. Most of associates have now exercised the option and are willing to deposit Exercise Price in Company''s Bank Account soon hereafter.

b) FITCH Rating:

The India Ratings and Research, the rating arm of FITCH Ratings group upgraded the Company''s short term and long term rating to "investment grade" during the year (November 2013) with a ''stable outlook''. The ratings upgrade did benefit the Company in bringing its overall cost of debt down in 2nd half of FY 2014. However, the full impact of this and possible further upgrading of rating may help Company bring its cost of debt down further in next fiscal year.

c) About NBFC i.e. Sustainable Agro-Commercial Finance Limited FY 2014:

The following table gives details of funds raised by NBFC during the FY 2014:

Nature of funds From Amount Remarks (Rs. Mn)

(a) Equity shares Jain Irrigation Systems 55.62 Mn 556.25 (Rights Issue) Limited Shares

(b) Equity shares International Finance 6.90 Mn 69 (Preferential Issue) Corporation (IFC) Shares

(c) Equity Shares Jain Irrigation Systems 5.09 Mn 50.99 (Preferential Issue) Limited & IFC Shares

(d) Equity warrants 21.89 Mn Promoter Family 218.94 (Preferential Issue) Share Warrants

Total 895.18

Financial Year 2014 was frst fully operational year for the NBFC and at the end of FY 2014 the sanctions had crossed Rs. 1,021.5 Mn, while disbursements have touched Rs. 1,014.5 Mn. Even repayment of loans has started and was placed at Rs. 147.8 Mn. The outstanding loans were reported at Rs. 948.7 Mn and during the frst year there were no Non Performing Assets (NPAs) at the end of FY 2014. SAFL has 25 offices across Maharashtra while it has strength of 137 people. The SAFL has tied up with 17 Sugar factories for sanctioning loan aggregating to Rs. 570 Mn under third party tie-up, wherein total disbursements were Rs. 369.9 Mn.

8. Other major developments post March 2014

The Company has established a New Onion Dehydration Line (3,800 MTpa). This was commissioned by the Company with a capacity of processing 17.5 metric tons per day. This is the longest dryer in the Country i.e. 70 meters. The dehydration line was fabricated in-house.

Since last 16 years, Company has been in Onion dehydration process and has formed a chain of 4,500 farmers through contract farming. The Company has dehydration lines at Jalgaon and Baroda. Baroda lines have a capacity of 18.0 metric ton per day output and Jalgaon lines have capacity of processing 32.5 metric ton per day output. Capacity of Jalgaon lines have increased by 12.5 metric ton. This new dehydration line helps to process onions in less time.

9. Directors retiring and their background

Shri Ajit B. Jain and Shri Atul B. Jain are retiring by rotation as per Companies Act, 2013 and being eligible offer themselves for re-appointment at the ensuing AGM. Their brief background is as under:- Shri Ajit B. Jain (DIN 00053299) is BE (Mech). He is Joint Managing Director of the Company since 1994 and is responsible for the pipe division as well as marketing of all plastic products, including drip irrigation, guidance for extension service and development of new applications and products. He joined in 1984 and started his training in production and maintenance in the pipe division. During the period from 1985-1990, he was in charge of establishing our new pipe production plant at Sendhwa (in the state of Madhya Pradesh in India). In 1991 he was appointed Director with the overall responsibility of the pipe manufacturing plant at Jalgaon, including production, maintenance and marketing of new applications & products and adaptation of drip technology for Indian conditions.

Shri Atul B. Jain (DIN 00053407) is a Commerce Graduate. He joined the management team in 1992. He was posted in London office and developed the Food Processing distribution business in Europe and helped the Company to maintain the plastic exports to Europe. He was appointed CMO of the Company w.e.f. 20th August, 2002. Besides overall marketing management responsibility he has also handled all India marketing function of Drip Irrigation and PVC pipe products, PE and other specialty pipes and fittings all over the world. He has been involved with development of new applications & products in overseas markets for food and plastic sheet divisions. He also is at present the Joint Managing Director of the Company.

10. The operations of subsidiaries

The Mauritius based direct subsidiary of the Company has a revenue of $ 496,899 and made a net loss of $ 24,497. Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report. The subsidiary has redeemed Preference Shares of holding Company amounting to $ 5,175,000 during the year under review. The Netherlands based direct subsidiary of the Company has earned an income of $ 1,675,583 and made a net profit of $10,349. Summarised Balance Sheet and the Income statement of the subsidiary is available elsewhere in the Annual Report. The subsidiary has received $ 75,00,000 as Loan from the Holding Company during the year under review.

Other Subsidiaries

Information on operations of other operating and financial subsidiaries, has been covered under management discussion and analysis (MDA) in this Annual Report.

11. Employee Stock Option Plan (ESOP)

The implementation of Employees Stock Options and Shares Plan, 2005 (ESOP-2005) has continued during the year under review. Till date four lots are issued to eligible associates including whole time directors, and key management personnel. No employee has been issued options entitling such person to subscribe to more than 1% of Ordinary Equity Share capital of the Company.

The Shareholders and the Board of Directors have approved a new ESOP-2011 with 53,56,000 options through an Employee Trust. The Trustee is independent professional and shall administer the Scheme under the guidance of Compensation Committee. The scheme of 2011 is fully compliant with SEBI (ESOS/ESPS) Guidelines, 1999 as amended up to date.

12. Director''s Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed except, to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014, and, of the profit of the Company for the year ended 31st March, 2014;

iii) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the FY ending 31st March, 2014 on a ''going concern basis''.

13. Material Developments in Human Resource

"You are the owner of your work", the Company''s policy has established a feeling of responsiveness amongst the associates. The Company in turn takes extra efforts to see that associates not only meet their needs and aspirations but also provides extra support to the associates and their families when need arises. This creates a special bond between the associates and the Company management thus illuminating a feeling of ''Owner'' in the associates.

Associate Engagement

Various HR initiatives have been adopted by the Company to bring the feeling of "Organisation as a large family under one roof" not only to the associates but their family members in a systematic manner. Many pilgrimage tours were undertaken for the associates and their parents and grandparents. This year one pilgrimage tour of 9 days covered 38 parents and grandparents along with 7 associates. Issue of infertility is increasing day by day and due to lack of proper guidance/treatment, many people give up their hopes. Company has identified such associates and with proper counseling and treatment, till date, 11 families are enjoying the success of the program with 5 male children and 6 female children and 40 cases are in process. Like every year, 176 children of associates between standard 7th to 10th have been benefited through "Vidyarthi Utkarsh Abhiyan". Educational scholarship for children of associates continued this year too. Deserving children of associates were awarded with the scholarship on need and merit basis. 527 children benefited by scholarships amounting to Rs. 8.556 Mn. Special focus was given for the education of the girl child. Company also tried to cover the children of associates in low income group even though they were not academically meritorious, to encourage them to take up higher studies. Visits of family members of the associates have been conducted at all Company locations in Jalgaon. It gives them the information about the importance of job of their family members and also about the unique work culture of the organization i.e. "Work is Life". Total 145 visits have been organized during whole year and covered 5,437 family members of associates.

Social Involvement:

Blood donation camps were organized twice at 6 months intervals wherein 1,633 units of blood were donated by associates of the Company to local blood banks.

Training:

The Company is helping to meet the academic requirements of students opting for "Agricultural Engineering" by providing them 16 week training which is mandatory at Agri Universities. The students were given one month class room training and three months feld training in which students get exposure in survey, design, installation, maintenance of Micro Irrigation Systems and feld operations. The training gives them the real experience and trainees who proved themselves during training, were absorbed by the Company in employment. Training is a continuous process for increasing performance / skills of associates and it continues at all our locations all the time.

The location and program-wise training details are as under:

Recruitment and Manpower Strength

Recruitment is an ongoing process throughout the year in search of right people at right places which also includes the On-Campus selection for Engineering Graduates and Post Graduates from Agriculture feld all over the country. Sometimes, walk in interviews also help to get good people on urgent basis. The recruitment was done on the basis of merit, potential ability, compatibility with the organizational culture, fitness with son-of-the-soil empathy. The strength of the Company reached 8,341 on 31st March 2014, after gross addition of 1,171 during FY 2013-14.

4. Corporate Social Responsibility & Sustainability Report 1) Corporate Social Responsibility

a] CSR activities broad view

The Company has adopted six villages namely Wakod, Shirsoli PB, Shirsoli PN, Takarkheda, Mohadi and Kadauli in the Jalgaon district for improving the educational, health and sanitation conditions. Company regularly conducts medical camps, seminars about alternative medical disciplines and social awareness. The literary activities among the masses and awards to the poets and writers in this feld are conducted and taken care by our charity "Bahinabai Memorial Trust ". Our Jain Sports Academy supports more than 450 sportsmen for 18 sports with 40 coaches.

b] Gandhi Research Foundation

Gandhi Research Foundation activities are going at full swing amidst ever increasing number of visitors. The graph of students taking exams on ''Gandhi Vichar Sanskar Pariksha'' is also showing upward trend with over 1,18,000 students appearing in 2013- 14. We have seen many national and international personalities get associated with GRF this year. Proff. Douglas Allen, Prof of Philosophy, University of Maine, New York, Prof. Michael Nagler, Proff of Comparative Literature, University of California, Berkley, Prof. Michael Lunine, San Francisco State University, Fernando Ferrarra Reviro, Monterrey, Mexico. Other notable personalities those visited and delivered lectures were Dr. Mel Duncan and Dr. Raghunath Mashelkar. Gandhi Research Foundation also received GRIHA 5 star rating. Gandhi Teerth also received the "Artist in Concrete Award" in Best Museum Category at Asia Festival in Pune. New Program on ''Kantai Gram Sudhar Yojana'' was launched by GRF for women empowerment and self-sustaining of villages.

c] Direct expenditure on various CSR activities in total spending of Rs. 35.59 Mn for FY 2013-14

d] Anubhuti Â 2

Anubhuti-2 is school for underprivileged families in and around the Jalgaon city. This school has frst, second, third and fourth standards and will add on one standard every year up to standard tenth. The selection criteria benefits student from really low income families. The student stay in the school from 8.30 am to 4.00 pm. The breakfast, lunch and snacks are also provided. Their activities vary from sports, dance, music, cultural aspects, and presentation skills. The language lab and special dedicated staff for each activity helps to improve the performance of the student. Overall personality development of the student is focus of the school.

e] Kantai Bandhara

The ''Kantai Bandhara'' (weir) was inaugurated by the Deputy CM of Maharashtra Mr. Ajit Pawar and Minister of Irrigation Mr. Sunil Tatkare. The Rs. 8 crore project (capacity 1,792 million litres) was funded by the Company. As per the Maharashtra Government directives, the Company is entitled to 50% reservation of the water in storage every year, the rest being allocated for society by the concerned Government of Maharashtra Department. This will provide Company with assured water supply for use in food processing (fruit and onion dehydration), especially during dry summer, droughts and low rainfall months. The region is marked by high temperature, moderate rainfall (700mm annually) and frequent drought. This affects the availability of water for agriculture, human and animal consumption. This storage structure is not only suffcient for Company needs but also for society. It will help reduce off- season water availability and sudden foods in downstream areas. The Girna River catchment covers around 9,000 square kilometers with the water extending 5.6 kilometres from the Bandhara, making it possible for the backwater to support pisciculture. The storage structure will benefit eight villages with a population of 16,000.

2) Sustainability Reporting

The third Sustainability Report is available on our website. This report covers all the operations of Jain Irrigation around the globe. This report also covers all the information, process and materiality related to Economic, Environment and Social aspects of the organization in the Year 2011-12 and 2012-13. The fourth sustainability report will now be published in the year 2015.

All facilities in Jalgoan are certified as per ISO 14064 GHG- Management Systems and ISO 50001- Energy Management Systems. The Unnati project was extended with target up to 50,000 ha. The ongoing activities related to sustainable agriculture includes project by Unilever - Rajapuri Mango Development program for selected farmers. During the financial year the sustainability related aspects for which Company was issued 13,780 carbon credits from Wind Power projects (now sold) along with 3,620 Voluntary Carbon Credit of Solar power projects. Sustainability goal includes, bringing more and more farmers under Jain GAP.

15. Environment Health and Safety performance

- The Company is maintaining Integrated Management System (IMS) with integration of ISO 9001, ISO 14001 & OHSAS 18001 system standards. IMS certifications are earlier completed done at Jalgaon, Hyderabad & Udumalpet plants and systems are maintained with continual improvement. The IMS was also implemented during the year 2013-14 at Alwar and Bhavnagar plants and they have received the certification by TUVNORD for all the three standards. The work on I MS certification for Survey, Design, Installation and Servicing activity is under progress at other locations.

- Rain water harvesting is done from factory open area as well as from roof top in buildings and same is used for recharging of wells through suitable rain water harvesting structures.

- Fire hydrant system at Plastic Park, Jalgaon has been made fully operational covering entire manufacturing facility. Internal fre hydrant system is planned for PE Pipe building. Fire hydrant system installation work is in progress at Hyderabad and Udumalpet plants and it is expected to be operational during next financial year.

- Smoke detection & alarm system is under installation in Server room, purchase, MIS and complete frst foor of administration building.

- Some of the safety measures initiated in the manufacturing facilities are given below:

- Limit switches are installed at entrances of all underground grinder sections.

- Timer based automation of fixture table is done at Injection Moulding.

- Gas Monitor for CO2, CO, H2S, O2 and LEL is purchased and monitoring of these gases has started.

- LOTO system related tools are purchased and implementation has started.

- Green cover is increased at various locations by plantation of variety of plants.

16. Internal Controls and Management Information Systems

ERP

Post implementation of SAP across India locations, now some more modules are taken up for implementation which would further improve the effcacy and MIS reports from the system.

Internal Controls

SAP implementation allowed a number of strategies to implement internal control in the business application through process mapping, segregation of duties, authorisations. Independent of the SAP functionality and control check, your Company is proactively identifying the areas for further improvement which shall remain an on going process.

Future

The Company has plan to integrate its IT infrastructure by rolling out SAP at foreign subsidiaries to further streamline Manufacturing, Supply Chain. Local and global reporting, analysis in a common enterprise wide format. It will provide better collaboration with our worldwide units, transparency and effciency for global operations.

Internal Audit

The Company has continued to avail services of Ernst & Young LLP to conduct internal audit in SAP environment and add value by strengthening internal controls and improving effciency of operations at same time.

17. Fixed Deposits

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed / overdue deposits as on 31st March, 2014.

18. Auditors

The Auditors, M/s. Haribhakti and Co., Chartered Accountants, Mumbai have furnished a Certifcate under Section 139 of the Companies Act, 2013 that their proposed re-appointment, if made, will be in accordance with the said provision of the Companies Act, 2013. The Audit Committee has recommended that M/s. Haribhakti and Co., a firm of Chartered Accountants, Mumbai be reappointed as Statutory Auditors. The Shareholders may reappoint the Statutory Auditors as per AGM Notice already sent separately.

19. Particulars of Employees

As per provisions of Section 217 (2A) of the Companies Act, 1956 only six of the persons in employment of the Company have drawn remuneration in excess of Rs. 500,000/- per month, during the year under review or part thereof as per details in the Annexure to this report.

20. Particulars of Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

A] Energy Conservation

Plastic Park :Â

In Injection Moulding plant, performance of various old pumps were improved by replacing them with higher effciency pumps and thereby reducing energy consumption. Insulating pads were installed on barrels of injection Moulding machines and this has resulted in reduction in loss of energy by 10 to 20%. Variable Frequency drives were provided on Injection Moulding Machine to reduce the average energy consumption by 20%. Retroftting of old Injection Moulding with servo motors resulted in 40% reduction in energy consumption and increase in production due to lower cycle time. In MIS pipe Variable Frequency drive were provided on Turbo of Mixer and Screw Compressor to reduce energy consumption by 20%. The Pipe Cooling Tower & their water circulation pump, operation was automated by making them temperature dependent to reduce the energy consumption by 20%. In Drip line plant, energy consumption was reduced by 20 % by replacement of DC motor & drive by AC motor & Drive. Installed lower watt LED instead of existing higher watt CFL in garden dome light to reduce energy consumption. Common vacuum pump was installed on PVC pipe extrusion lines for barrel vacuum to reduce energy consumption. Energy consumption was reduced by installing short wave heater by replacing old U type heater on socket machines. In Polytube performance of each pump has improved by replacing higher effciency pump to reduce energy consumption. In PVC sheet energy consumption in grinding section was reduced by using high wear resistant blade material. In PVC sheet 100% reduction in energy consumption during sheet cutting of thickness 6 mm to 25 mm by replacing Saw Motor to Knife Blade. Foggers and green net is provided to chilling plants to avoid the effect of atmospheric temperature on the chilling plant in summer season. This has helped in saving the electrical energy and maintaining required temperature of process water.

Being an environmentally responsible organization and in continuation of our efforts towards well being of environment and society we have implemented energy management system (EMS) as per ISO 50001 and started accounting of our greenhouse gas emissions (i.e. carbon footprint) from the year 2012 Â 13 onwards as per the requirements specified in ISO 14064 : 2006 Part Â I. Plastic park has successfully undergone Energy Management Systems and GHG verifcation audit by TUV NORD and was awarded ISO 14064 Â 3 & ISO 50001 certifications.

Food Park :Â

(a) Fruit

- modification in sterilizer - Variable frequency drive installed to control cooling tower pumps to save electricity. During sterilization motor electricity consumption was 11.76 KW/Hr which reduced to 2 KW/Hr due to this modification. Net saving in Rs. 1.88 Mn. per annum

- Plant lighting system replaced from CFL to LED type. Net saving in Rs. 0.20 Mn. per annum

- Installed new plate freezer for small pack frozen product. Net saving in electricity Rs. 0.70 Mn. per season.

- Sterilizer piston pump recycling system of seal water installed. Saving in water 96,000 ltrs per day has been realised.

(b) Onion

- Replacement of Conventional lighting with LED lights. Saving of electricity 62,665 kwh/ annum. Total amount saved per year INR 0.50 Mn.

Energy Park :Â

Solar pumping system : Under energy saving and energy management program Solar pumping system of 244 HP (27 nos) are installed in Tissue Culture park to supply water for Poly house, Green house and Agriculture. For solar pumping system 277.4 Kwp solar modules are used to generate power and run 27 pumps to supply water for Polyhouse (total 137 HP), Green house (total 54 HP) and Agriculture (total 51 HP). In total solar pumps deliver 53.76 Lakh liters water per day and save electrical energy 6 Lakh KWH/annum.

Agro photovoltaic System: New experiments are initiated at Tissue Culture Park to maximize agriculture land utilization for production of electrical power with solar energy and agriculture food crop combine together on same land. Solar modules are installed at suitable height on pole. The solar modules rotate on their axis and track the sun to generate maximum power. The light transmission at crop level is maintained to grow them as well. The power generated by solar modules is used to run the pump for irrigation at the Tissue Culture Park.

Agri Park & Tissue Culture :Â

Measures taken for reducing energy consumption:

- A total of 100kv solar based energy production established at Tissue Culture Park to operate automated tray filling and seeding line and green house operations.

- Rain Water harvesting network had been created to harvest rain water from Poly Houses used for production of tissue culture banana and pomegranate plants. This enables us harvesting of at least 151,500m3 of water per year.

- Recycling of used and irrigation runoff water in Tissue Culture plant hardening. Irrigation runoff collection has been implemented through subsurface drainage to a water re-cycling pond. Used process water is also collected to a pond. All recycled water is reused after appropriate treatment.

- It is a general practice for most of the biotech R&D labs to run a Polymerase Chain Reaction (PCR) setup in the late evening and allow it to run all through the night and keep the samples at incubation at 4Â°C in the thermo-block itself. This consumes lots of energy/electricity. The laboratory has made it a policy not to run any PCR reactions overnight and plan in such a way so that all reactions are completed latest by the evening when the associates leave.

- In order to save energy as well as fuctuating power, supply is given only through voltage stabilizers and uninterrupted power suppliers. Supply voltage is monitored with a regulation level of Â±1%, the supply frequency at 50Â±1Hz and neutral to earth voltage to less than 1volt AC and earth resistance to less than 1ohm. This also ensures against any leakage in electricity thereby leading to conservation.

B] Technology Absorption

Plastic Park:Â

- In Drip tape plant Company installed a high precision & high speed extrusion line to produce tape product and the extrusion line is capable of producing the Tape with line speed very much higher than that of line usually available in the market.

- Continuing with the efforts towards productivity improvement, Company has installed additional high precision all electric injection moulding machines with hot runner molds for making disc for disc fltration system.

- Sand Blasting machine has been installed to get SA2.5 type surface fnish on metal products / parts.

- New Injection moulding machines were procured and installed with advanced technical feature like injection unit with linear guide rail.

Food Park:Â

a) Fruit

- Painting of re-con drums automated.

- Non chemical water treatment plant Â trials carried out to avoid water scaling in sterilizers. After installation of the non chemical treatment plant, existing soft water treatment plant will be isolated for cooling towers only.

- Existing ECRC storage converted to 4-10Â° C cold storage for storing of fnished product

- New full length rare earth magnet installed in fruit washer for better control of metal particles.

b) Onion

- Ozone generation system installed for onion fume water.

- Entire line established from concept to commissioning for onion dehydration with enhanced onion processing by 25 % i.e. 125 TPD of extra processing.

- Conversion of steam heated dryer where hot air was made using steam to direct hot air through hot air generator, it saves electricity consumption and water.

- Rotary screen used for removal of suspended fbrous impurities from onion fume water to maintain low turbidity.

- Installation of refrigeration system in DHO packing area to lower the room temperature so that the DHO can be cooled down thereby it will remain crispy which will smoothen milling operation.

- Use of High sensitivity gravity fall metal detectors on onion powder and fried onion packing line.

Energy Park:Â

Solar Photovoltaic:

- Expansion of production capacity by adding 2nd Automatic Module manufacturing line of 25 MWp & in Manual line by 5 MWp. So, present Module production capacity is 55 MWp ( 1st Auto line 20 MWp; 2nd Auto line 25 MWp & Manual Line 10 MWp).

- Development of Transparent PV module using transparent backsheet which is light in weight as compared to traditional transparent module.

- Received IEC - 61215 (ed 2) for all PV modules 3 Wp to 300 Wp & IEC Â 61730 Part 1 & 2 for PV modules 130 to 300 Wp

- Successfully passed PID (Potential Induced Degradation) test for 4 different PV module families.

- Development of silicone sealant cartridge filling machine. This machine is able to fll silicone sealant cartridge from bucket because readymade silicone sealant cartridge are very costly as compared to silicone sealant in bucket.

- Development of String Transfer unit for manual line. Previously, it was done by manual fipping. So, it reduces breakage of solar cells during string transfer.

Solar Thermal: During the FY 2013 - 2014, a plastic inner tank for storage of hot water is developed in house for the systems up to 300 liters per day capacity. This reduces the overnight heat loss in the solar water heater system. This development will also increase the life of the inner tank that are traditionally manufactured in either Mild Steel or Stainless Steel by conventional welding process.

C] Research and Development

Plastic Park:-

- New fltration system for MIS : Automatic hydraulic & electrical screen was developed. Its unique features are:

- Energy efficient by about at least 10 - 15% over conventional screen flters.

- Wide range of availability : 4" to 14"

- Available in standard 100 micron screen but other screen sizes are also available on request.

- Higher fltration effciency due to high opening area.

Â«- Simultaneous operation of fltration and fushing and this result in time saving.

- Filter Screen is available in high quality stainless steel.

- Better cost to performance ratio

- Product range of ASTM fittings expanded by developing reducing Tee 1 x Â½" threaded, Reducing Bush Â¾ x Â½" etc., and SWR fittings range expanded by developing 90mm vent coul, pipe cliff 90mm etc.,

- Similarly the PVC fittings - union female thread 20 - 63 mm, Threaded Elbow 63 - 90 mm, single union valve 40 - 75 mm, Elbow 180 mm, reducing Bush 160 x 140, 200 x 160 180 x 63, Top cap 140, 180 etc., were developed.

- 630mm PVC pipe was developed and for export market the pipe was made with Non lead base stabilization system. Production of 630mm PVC pipe was frst time in India.

- For the Specific requirement of European market, the PVC Integral foam sheet was made with Non Lead, Non Tin stabilization system and the product was accepted for performance and requirements.

- PVC Integral foam sheet products range has been expanded by developing two more new products, namely Rose wood and Dark Brown Integral foam sheets. The market response to the Rose wood and Dark Brown has good and with the colour resembled the wood, the products fnds good response and fnds application for wood replacement.

Food Park

a) Fruit Processing

New product developed Â

- Aseptic Green Mango Puree

- Aseptic Carrot Juice Concentrate

- IQF Ripe Banana Whole and Dices

- IQF Raw Banana Whole

b) Onion Processing

i] Use of UV lights to reduce microbiology of dehumidifed air being supplied to onion mill.

ii] Retroft of traction controller in battery operated imported forklift to avoid dependency on imported costlier spares.

iii] Installation of automatic controlled access, hygiene stations at associate entry as a Pre- requisite requirement to avoid microbiological and foreign matter contamination.

Energy Park

a] 4,000W BLDC motor based solar pump controller

Solar pump controller is used in Solar Pumping system with very high effciency BLDC motor. Very wide operating range of voltage and wattage enables optimized sizing of solar PV array. MPPT functionality makes the maximum utilization of Solar Power. Sensor less dry run protection, overload, short circuit, reverse polarity protection provided to make a reliable and rigid product. All the components used are from standard makes and by considering the stress on components to get long life of a product.

b] Development of High Effciency Solar LED Street Light systems

LED base Solar Street lighting system is developed and supplied to the different location in India to save electrical energy consumption. System is based on dusk to dawn operation with dimming operation in the late night to reduce the power consumption. LED Street light saves much more energy when compared to sodium vapor lamps, metal halide & halogen lamps. These are stand alone systems with storage battery, luminary and solar panel on one single pole, hence can be installed in remote locations as well.

c] Battery Less Solar Tracker System

In this project, we developed the smart solar tracking system. This is single axis, time based solar tracking system. It is maintenance free system, as it does not contain a battery. This is rigid and robust electronics design for solar tracking system. It is plug and play solar tracker system.

Agri Park & Tissue Culture

a) Twelve fowering related genes had been identified and characterised in Banana. Out of these three genes look very promising and have capability to change fowering time in Banana. This work has laid the foundation of project to reduce life cycle of banana plant.

b) In Mango, five genes associated with regulation of fowering and alternate bearing had been identified.

c) significant progress has been made in way to develop tissue culture protocol for mango propagation.

d) Micro propagation protocol of coffee has been developed and ready for commercialization.

D] R & D Expenditure (Rs. in Million)

Sr. No. Particulars 2013-14 2012-13

a. Capital Expenditure 13.47 11.68

b. Revenue Expenditure 153.49 173.87

Total 166.96 185.55

c. % of Revenue 0.40% 0.53%

21. Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

By order of the Board

Sd/- 11th August 2014 Anil B. Jain

Mumbai Managing Director

Mar 31, 2013

To the Members,

The Directors present their report on the financial performance, business and operations of the Company for the year ended 31st March, 2013.

1. Financial Highlights Rs. in Million (except EPS)

Particulars 2012-13 2011-12

Domestic Sales 27,571 30,374

Export Sales & Services 6,490 6,725

Other Operating Income 1,048 712

Sales and Operating Income 35,109 37,811

Operating Profit 6,104 7,968

Interest and Finance Charges 4,422 4,235

Depreciation and Amortisation 1,195 1,007

Profit before taxation and 487 2,726 exceptional items

Provision for Tax Deferred Tax (Asset)/(Liability) 100 485

Current Tax Provision 86 (443)

Profit for the year before Prior 301 2,684 Period Expenses

Prior Period Items-Income/ - 1 (Expenses)

Profit for the year 301 2,683

Profit b/f from the previous year 8,341 6,629

Balance available for Appropriation 8,642 9,312

Out of which the Directors have appropriated as under;

Proposed Dividend 227 405

Dividend Distribution Tax 39 66

Transfer to General Reserve 30 500

Balance carried forward 8,346 8,341

Earnings per Share (Rs.)

Basic 0.70 6.62

Diluted 0.70 6.62

2. Operations - Standalone

The net sales and operating income degrew by a little over 8%. The domestic revenues at Rs. 27,562 million were hit harder due to business model change, especially in MIS/SIS revenues were down 27% YoY, while smaller businesses like Tissue Culture and Green Energy reported 54.4%, 31.2% growth in domestic business. Export of Piping grew by 39%. The operating profit fell by over 23% while interest and finance charges went up by 10% YoY. After the tax adjustments, the profit after tax is at Rs. 301 million a fall of 89% YoY.

3. Dividend

Sr. Particulars of Dividend Amount (Rs.) No.

1 25% (Rs. 0.50 per Share) on 435,619,978 Ordinary Equity 217,809,989 Shares of Rs. 2 each

25% (Rs. 0.50 per Share) on 2 19,294,304 DVR Equity 9,647,152 Shares of Rs. 2 each

Total 227,457,141

Dividend Distribution Tax @ 3 16.995% 38,656,341

Total 266,113,482

Despite flat performance of the company during the year, the Directors propose to the Shareholders a Dividend of Rs. 0.50 each on Ordinary & DVR Equity Shares involving an outlay of Rs. 227.46 million to all eligible shareholders and Rs. 38.66 million as Dividend Distribution Tax for the year ended 31st March 2013.

4. Long Term Fund Raising

The following table gives details of major overseas long term funds raised during the FY 2013;

Nature of funds From Amount Remarks

(I) FY 2013

(a) Equity shares Mount Kellett & Rs. 3978.71 49.73 Mn shares at premium IFC-Washington Mn

(b) Foreign IFC-Washington $40 Mn Conversion at a currency price of Rs.115 per convertible equity share bonds [FCCB]

(c) External IFC-Washington $75 Mn LIBOR 6 M linked commercial Rabo 6 to 10 years borrowings International maturity [ECB]

(d) Equity Promoters Rs.161.81 Mn 25% security warrants group deposit as per SEBI ICDR 2009

(II) FY 2014

(a) FCCB FMO $10 Mn Conversion at a Proparco price of Rs.115 per equity share

(b) ECB DEG $65 Mn To replace $51 Proparco Mn raised in (1) FMO (c) above and balance $14 Mn fresh funds all with 8 to 10 years maturity

5. Capacity Expansion and Capital Expenditure

The Company has continued its already decided growth/ maintenance capex and the following table gives the capex incurred for capacity expansion implemented during the year and the resultant capacity addition in FY 2013:

Sr. Segment name Unit Addition in Capacity Capex FY 2013 No. for FY 2013 (Rs. in Million)

1 MIS/SIS Tons 3,900 916

2 Piping Systems Tons 3,720 219

3 Dehydrated Vegetable Tons 0 24

4 Fruit Puree etc Tons 0 99

5 Tissue Culture Nos 20 199

6 Green Energy

[a] Power MW 5 186

[b] Water Heater Mn Ltrs 1 -

7 [a] Solar Power Project - - 219

[b] Admn & Corporate - - 269

Total 2,135

6. List of Awards / Recognition - Financial Year 2012-13

A) Jain Irrigation Systems Limited

Award/Recognition name Instituted by Given for

The Good Company Award Forbes India For impacting the lives of over three million farmers by helping them shift to more scientific and sustainable agriculture.

Kashalkar Memorial Award All India Food Outstanding contribution to the development of Food Processors'' Association Processing Industries in the Country (for the year 2011).

Aqua Excellence Award Aqua Foundation, Outstanding contribution towards cause of water private sector. New Delhi

Award of Excellence Israel-Asia Chamber of For Leadership, Innovation and continuous Involvement and Commerce and Industry, Investment in the Agriculture Technology & Irrigation Sector in Israel Israel and in India and contribution to Israel-Asia Co-operation.

Star Performer EEPC India (Formerly Large Enterprise Agricultural or Forestry Machinery and Parts. Engineering Export Promotion Council)

APEDA Export Award Ministry of Commerce Outstanding export performance and contribution in the and Industry, processed fruits and vegetable sector. Government of India

Indian Exporter''s Excellence Dun & Bradstreet and Winner position in the Food and Agro products sector under Award -2012 Export Credit Guarantee the large exporter''s category. Corporation of India Limited.

Felicitation GAIL (India) Ltd. Ranked 3rd in Top 10 Customers in quantity lifting of Polyethylene grade during year 2010-11.

B) Padmashri Bhavarlal H. Jain - Chairman

Award/Recognition name Instituted by Given for

Qimpro Platinum Standard Qimpro Foundation, National Statesman for excellence in quality. 2012 Mumbai

Heroes of Philanthropy Forbes Asia One of the 48 Heroes of Philantrophy in the Asia- Pacific Region (Published by Forbes Asia, July 2012) For people who are giving their own money, not their company''s (unless they own most of the company) & Bhavarlal Jain opened GRF cost $6 million shared with Company).

ISAE Gold Medal (Lifetime Indian Society of Outstanding contribution in Agricultural Engineering Industry. Achievement Award) Agricultural Engineers

Jivan Gourav Puraskar Daryasagar Samajik Social work. Sanstha

7. Other major developments during FY 2013

During the year under review the NBFC arm of the group namely Sustainable Agro Commercial Finance Limited (SAFL) has started its operations. SAFL company has raised Rs. 60 crores equity and is expecting soon contribution from International Finance Corporation (IFC), Washington, an arm of World Bank (WB) who intends to hold 10% Equity stake for Rs. 69 million in the NBFC.

SAFL has started operations in Maharashtra at about 22 branches since beginning of 2013 and has divided the state in 4 zones Jalgaon, Pune, Aurangabad and Amravati with a staff of approx 105 so far. It will finance for micro irrigation and other products for a tenure up to 3 years. Till date it has sanctioned loans worth Rs. 365 million and disbursed Rs. 275 million to approx 3,250 farmers.

8. Other major developments post March 2013

The Company is in process of seeking shareholder approval for divesting/ disposing its Wind Power undertaking through the Postal Ballot route and shall result in repayment of little more than $ 10 million Foreign Currency loans raised for the project in 2009.

9. Directors retiring and their background

Shri R Swaminathan and Smt. Radhika Pereira are retiring by rotation and being eligible offer themselves for re-appointment at the ensuing AGM.

Shri R Swaminathan is B Tech (Chemical). He has been associated with the Company almost since inception. He was appointed as Whole Time Director of the Company on 9th May 1996 for 5 years, The appointment was renewed on 9th May 2001 for 5 years. However, he resigned as Whole Time Director - Technical on 20th August 2002. He had been appointed CTO of the Company w.e.f. 20th August 2002. The Board had reappointed Mr. R. Swaminathan as Whole Time Director designated as Director - Technical for a period of two years effective from 1st October 2008, re-appointed as Director - Technical for a period of two years effective from 1st October 2010 to 30th September, 2012 and further reappointed as Director - Technical for a period of 3 years effective from 1st October 2012 to 30th September 2015.

He looks after the technical areas of PVC Pipes, Plastic Sheets and related business areas. He has worked in almost all the operational areas and is involved with development of new applications & products and adaptation of drip technology for Indian conditions. Smt. Radhika Pereira is a graduate of Mumbai University in science and law and holds an LLM from Cambridge (England) and Harvard (USA). She has been associated with the Company since 29 Dec 2005. She is a Managing Partner of Dudhat, Periera and Associates, Advocates, Mumbai. Over the years she has worked with Mulla & Mulla, Cragie, Blunt & Caroe, Advocates and Solicitors, Mumbai, Arthur Anderson & Co, Mumbai, and as a Partner in Udwadia & Udeshi, Advocates, Mumbai.

10. The operations of subsidiaries

The Mauritius based direct subsidiary of the Company has a revenue of $ 478,393 and made a net loss of $ 738,239. Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report. The subsidiary has redeemed Preference Shares of holding Company amounting to $ 6,825,000 during the year under review. The Netherlands based direct subsidiary of the Company has earned an income of $1,204,081 and made a net loss of $107,574. Summarised Balance Sheet and the Income statement of the subsidiary is available elsewhere in the Annual Report. The resources of this subsidiary has been further strengthened by infusion of $ 56,290,000 as Equity Share premium.

Other Subsidiaries

Information on operations of other subsidiaries, including new acquisitions has been covered in management discussion and analysis in this annual report.

11. Employee Stock Option Plan (ESOP)

The implementation of Employees Stock Options and Shares Plan, 2005 (ESOP-2005) has continued during the year under review. Till date four lots are issued to eligible employees including whole time directors, and key management personnel. No employee has been issued options entitling such person to subscribe to more than 1% of Ordinary Equity Share capital of the Company.

12. Director''s Responsibility Statement

In accordance with the provisions of Section 217(2AA) ofthe Companies Act, 1956, your Directors state that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed except, to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013, and, of the profit of the Company for the year ended 31st March, 2013;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the FY ending 31st March, 2013 on a ''going concern basis''.

13. Material Developments in Human Resource

"TRUST" plays a significant role while working at Jain Irrigation. The Company has an open door and pro-active policy and any associate desirous of addressing his grievance is entertained and is free to approach even the Chairman. This openness helps create an atmosphere of extended family. Resultantly, the operations of all the manufacturing facilities of Jain Irrigation enjoy whole hearted co-operation and the spirit of being "One"

Associate Engagement

Apart from the overall development of associates, the Company is adopting various HR initiatives for bringing in the feel of "Organization as a large family" amongst not only the associates but also the families of the associates in a systematic manner. Pilgrim tours were undertaken for the associate parents and grandparents and also for the associates who are above age of 45 years. Total 6 pilgrim tours of 9 days each involved 261 parents & grandparents of 101 associates. People in general find it awkward to discuss about the issue of infertility and it leads them to not taking proper guidance / treatment for the same.

Associates having infertility issues were identified and counseling and proper medical treatment, all expenses paid, was initiated for them. 8 families are enjoying the success and 40 cases are undergoing treatment. Under ''Vidyarthi Utkarsh Abhiyan'' for children of associates, the third batch of children of associates between standard 7th and 10th is taking free coaching and 156 students have benefited from the same. Apart from the academics, 10 days residential "Personality Development Camp" was organized at Anubhuti School for 109 children of our associates. To ensure that the deserving children of associates do not get deprived of education due to monetary limitations of their parents, this year also Company continued to provide educational scholarship on need and merit basis. 391 children are awarded scholarship amounting Rs. 63.36 lacs. Special emphasis was given for the education of the girl child and children of the associates in low income group. To make a family proud of the role what their family member is undertaking in the organization, a visit of family members of associates is conducted to all company locations at Jalgaon for giving them information about the importance of job of their family member is undertaking and the unique work culture of the organization. Total 116 visits of 886 associates covered 4,580 family members.

Social Involvement

Blood is very much important to save the life of someone. Once again on demand of the blood banks, a Blood Donation Camp was organized wherein highest figure of 824 units of blood was achieved by associates in the Company.

Training

The Company is helping to meet the academic requirements of students opting for "Agricultural Engineering" by providing them 16 week training which is mandatory by Universities. The students were given one month class room training and three months field training in which students were exposed to the Survey, Design, Installation, Maintenance of Micro Irrigation Systems and Field Operations. This training gave the real experience to the students and those proved themselves, were absorbed by the company.

The training and development activities for all our associates continued within all our locations.

The location and program wise training details are as under; Associates Training 2012-13 Sr In House Faculty No. Location No. of No. of Duration Programs Associates (Hours)

1 Agri Park 38 362 1,049

2 Plastic Park 614 8,526 28,341

3 Food /Energy Park 236 5,161 10,787

4 Orientation 13 416 22,864

5 Overseas Training - - -

Total 901 14,465 63,041

Location External Programs Total Man No. of No. of Duration Hours Programs Associates (Hours)

Agri Park 8 18 301 1,350

Plastic Park 25 43 616 28,957

Food/Energy Park 23 79 1,568 12,355

Orientation - - - 22,864

Overseas Training 1 17 1,768 1,768

Total 57 157 4,253 67,294

Agricultural Engineers'' Training 2012-13

Sr In House Faculty No. Location No. of No. of Duration Programs Associates (Hours)

1 Engineer Training 12 233 48,464

2 Engineer Field Training (3 months) - - -

Total 12 233 48,464

Location External Programs Total Man No. of No. of Duration Hours Programs Associates (Hours)

Engineer Training 12 271 56,368 1,04,832

Engineer Field Training - 109 42,224 42,224

Total 12 380 98,592 1,47,056

Recruitment and Manpower Strength

The recruitment drive continued throughout the year in search of right people for right places, which also included the Campus Selection for Engineering Graduates and Post Graduates from Agriculture field all over the country. The recruitment was done on the basis of demonstrated and potential ability, compatibility with the organizational culture, merit, openness and fitness with son of the soil empathy. The permanent employee strength of the Company reached 7,903 on 31st March, 2013, after gross addition of 1,082 during FY 2013.

14. Corporate Social Responsibility & Sustainability Report

a. Corporate Social Responsibility

''Jains'' have always believed in doing business with a social conscience. Ever since 1963, we have considered Education, Health, Culture and Environment as the four pillars of society. Their charitable work was institutionalised in 1982 through the Public Charitable Trust named ''Jain Charities''. The Foundation has its roots in rural India. Founders are natives of villages and, therefore, believe in paying special attention to this neglected class of society. The Charity Profile is, however, not restricting the activities only for rural upliftment. The principal goals of the Trust are : Advancement of education, provision of medical relief, furthering of rural development & environment, undertaking R&D, promoting sports, games & physical fitness exercises and initiating and supporting all round development of education & projects for the welfare of the society in general.

GRF Activities: As a part of rural development theme the Company has promoted and supported Gandhi Research Foundation (GRF) a Section 25 Company. Following paras give a brief on its activities during the year.

GRF has been organizing ''Gandhi Vichar Sanskar Pariksha'' to inculcate Gandhian values in the minds of young generation for quite some years. GRF believes that values inculcated in the early days of a child remain for the rest of his life! This year 100,953 students participated in this examination throughout Maharashtra. First three meritorious students from each district have been given special awards and schools that had sent more than 100 children were given special trophies.

Keeping Gandhian values in mind GRF, JISL and Arizona State University organized a workshop - EmPeace Labs 2012 - at Gandhi Teerth (Parishram) 20- 26 October, 2012 covering sustainable agribusiness, leadership and community development, peace and violence prevention as main trances further subdivided into several topics. Justice CS Dharmadhikari, Ms. Neelima Mishra, Dr. YP Anand, Shri Satyanarayana Sahu, Dr. Rajendra Khimani, Prof. Sudarshan Iyyangar, Prof. M.P.Mathai along with dignitaries from ASU served as resource persons. Participants from 19 countries participated in this workshop, the largest contingent being from African countries.

Dr. Rajendra Pachauri has been invited to participate in a National Workshop on Permanent Development on 2nd January 2013 at Gandhi Teerth auditorium. Several dignitaries'' from the city and educational Institutions in addition to associates of JISL and GRF participated.

GRF has also organized a ''Krishi Vikas Prabodhan Yatra'' from 30th January 2013 to 12th February 2013 in Khandesh rural villages to educate the villagers on the values of Gandhiji. This Yatra included Tarsod, Bamgod, Vaghoda, Khirdi, Udli, Mihon-Chinchol, Changdev, Hingane, Salsingee, Shindi, Kunha- Panache, Garkheda and ended at Neri. A total of 45,000 students and 5,000 farmers were contacted and they were introduced to some of the modern practices in agriculture.

In Wakod village a residential ''Shibir'' was organized to inculcate the Gandhian values and Constructive Programmes in the younger minds - 8 to 11 years - from 26th April to 1st May, 2012.

In Kadauli village another ''Bal Vikas Prabodhan Shibir'' was organized to share the values of Gandhiji and his Constructive Programmes among young children of 14 to 18 years from 7th to 12th May, 2012.

GRF has organized a ''Bal Vikas Prabodhan Shibir'' for the children of 8 to 11 years in Shirsoli village from 15th to 20th May 2012 to familiarise them with the values of life and the ethos of the constructive work of Gandhiji. To train the villagers for alternate source of income, GRF has started a demonstration plant to extract oil in Jain Valley in March 2013. Villagers are also provided training in Ambar Charkha and Bunai facility at Gandhi Teerth.

GRF has opened ''Khoj Gandhiji Ki'' Museum in Gandhi Teerth premises with a view to enlighten visitors with the Gandhian values, his life and works. From 1st April 2012 to 31st March, 2013 34,838 visitors seen the Museum and benefited.

Health & Sports: A well equipped modern Gymnasium has been set up and facilities for lighter exercises have been established for health care. Coaching and courses on health education have been conducted. Competitions in almost all the traditional Indian games have been organized from time to time. These include Khokho, Volley ball, Table Tennis, Badminton, Swimming, Cricket, Trekking, Cycle Race, Skating, Marathon, Carrom, Basketball, Football and others. Training camps are being sponsored for boys and girls under the age of 15. This makes them proficient for participation at District, State & National level tournaments. The Trust also adopts girls & boys and prepares them in such a manner that they can measure upto State & National level sports & games. Sport- lovers, sportsmen and local dignitaries have always taken keen interest in these events and supported them wholeheartedly. The Trust sponsored the state- level cricket match in the ''Ranji Trophy Tournament 2012-13 season'' which was played on the spacious lawns of Bhusaval Railway Stadium.

Education: The Trust has set up a primary school at Wakod village. A kindergarten has been commissioned at the R&D Farm, Jalgaon. The students are provided with free uniforms and books. The SNJB Polytechnic College at Chandwad, Dist Nasik, has rendered yeomen service to the region. A Junior Urdu College was established in memory of ''Shaikh Noor Mohd. Chacha'' - a person who had been a inspiring support to Company in its formative years. Donations are made for English, Urdu, Marathi school buildings and hostels, Anubhuti 1 and 2. Assistance is given for publications of books & literary seminars. Students and professors aspiring for higher studies and participation in conferences, at home or abroad, get financial assistance. Scholarships are routinely offered to the deserving students. A Potential Development Academy has been established for encouraging high school students to appear in the state and national level competitive exams. It has achieved outstanding results. Those who top the merit list at the state level are gifted a full set of encyclopedia each.

Medical: The Foundation''s medical activities are organized through: Specialty and General Medical Camps. Dispensaries & Hospitals for outdoor patients. Seminars and Discourses with respect to traditional medical disciplines such as Ayurveda & Homeopathy. Various specialists and super-specialists in the field of Cardiology, Orthopedics, Pediatrics, Gynecology, Cancer, ENT and other branches of medicine are invited at the dispensaries and hospitals or at the medical camps organised at various locations from time to time. Minor surgical procedures are also performed at these camps and hospitals. Numerous patients with such ailments are provided financial assistance for treatment at a hospital of their choice and need. A door to door survey of all the families at village Wakod has been completed. This Data Bank will now help the Trust organise required help for the needy patients. They may be brought to hospitals in Jalgaon or sent to Bombay for further medical or surgical treatment, naturopathy center / Anubhuti Clinic.

Social: Every important social event in the city is eligible to receive assistance from the Trust. The donation may be for organising seminars, youth festivals, marriage match associations, vice elimination centre, for offering calipers & tricycles to the handicapped & aid to the blind, for building community halls & Dharmashalas, holding religious discourses & making fund raising effort for the ailing. Voluntary charitable organizations, like the Lions & Rotary Clubs engaged in social work, are also being helped in their endeavour. National/Regional Social impact programmes such as "Rashtra ka Hunkar", "Jago Hindusthani", "Janta Raja", "Sane Guruji Teachings" have all been sponsored. A feature film on "Save Girl Child" Movement & another on "Farmer Suicide" are being screened for public awareness. A unique effort in celebrating birthdays of the younger family members and the death anniversaries of the departed family souls by feeding blind, deaf and dumb and/or street children, beggars is undertaken as always.

Cultural: Art, Music and Literature are important components of culture. Dramas, Orchestra, Folk Dances, Singing & Dancing Competitions, Kavi Sammelans, Humour Melas have been organized from time to time. These finer aspects of life provide an enduring source of relaxation and entertainment. These programmes serve as a medium of education to the young ones. They are a powerful means of building one''s personality. They also reflect the way of life of our society. These arts bring out patterns of thoughts, beliefs, customs, traditions, rituals, dresses and languages of India. These are of deep interest to the members of our society and particularly to the visiting foreign dignitaries. Indeed, they get fascinated. They are also seen participating in such events.

Religious and Spiritual: The Trust has been responsible for building or renovating or rejuvenating many Hindu Mandirs, Muslims Dargas, Jain Sthanaks and Dharmshalas. The Foundation has also organised lectures and discourses by prominent religious leaders and thinkers from time to time. The Foundation welcomes pilgrims proceeding for the visit to Pandharpur as a "Dindi". The Trust is a secular body and is eager to help worthy cause of every religion, whether Hindu, Muslim, Parsi, Jain or Christian. The study of comparative religion is encouraged as a matter of principle. We have conducted courses on Transcendental Meditation of Maharshi Mahesh Yogi, Art of Living of Sri Sri Ravishankar, Brahma Kumaris and of Yog Nidra by Dr. Manohar Harkari for the benefit of senior management executives and prominent citizens of Jalgaon.

City Beautification & Rural Development: The Foundation routinely undertakes beautification projects in and around the city. The traffic islands, fountains, landscaped gardens, sky high towers are the landmarks that have been created/ maintained by the Foundation in Jalgaon city, Kavya Ratnavali Chauk. Development of villages is supported through provision of roads, street lights, gutters, drinking water facility and settlement of interpersonal grievances.

Jain Hi-tech Agri Institute: The Foundation has established a High-Tech Agro Development & Training Centre. The Centre conducts training programmes in the field of agronomy, irrigation and pre & post harvest technologies as well as crop protection. These programmes are for extension workers, farm engineers and agro extension & research, government & semi- government institutions.

The Future: Growth in terms of Profitability and Balance Sheet have never been the only concerns for Company. With the passage of time and material progress, they have continued to expand even their philanthrophical horizons. There are no limits to human generosity and human sufferings. We hope to contribute to alleviating distress and pain. The future plans include major financial assistance for setting up a Research institute and Hospital, a Teacher''s Training Institute and an Institute for Eye Care and Bahinabai Memorial Trust. Add to it ongoing projects of Gandhi Research Foundation and Rural Development and it can last forever.

B. Sustainability Reporting

Our third attempt of Sustainability Reporting for the year 2013 is in process. This report covers all the operations of Jain Irrigation around the globe. This report covers all the information, process and materiality related to Economic, Environment and Social aspects of the organization in the year 2011-12 and 2012-13. Few of the sustainability aspects carried by Jain Irrigation are highlighted below:

Renewable Energy: Biogas Power Project. Company''s waste of mango peels and other fruit/vegetable waste is converted into biogas and used for 1.7MW Biogas project. This is first of its kind Biogas power project in India, due to it design and multi feed system (as recognized by MNRE). This is connected to Grid at 33KV level. This also Project registered for REC and will get registered for CDM very soon. Solar power project 8.5 MW solar photo voltaic power project has also been connected to grid at 33KVA level and this will be wheeled and used for captive purpose. This project is registered for REC and cDm both.

Sustainable agriculture: Ultra high density mango plantation with incorporation of JAIN-GAP: along with the partner Coca Cola India started UNNATI in south India with target of 50,000 acres of area. A successful model of contract farming of onion is already successfully running for last 10 years, this year contract farmers supplied 55,000 MT of onion. Tissue culture banana and pomegranate saplings also support the increase in productivity in the farmers field.

Jain Watershed: Rain water harvesting in 500 acre barren land converted into lush green hills, It is training centre for farmers and farm related activities. It is biodiversity park in making, with rich biodiversity. Carbon credit: Four different kind projects registered with UNFCCC:

1. Banana crop irrigated on Drip in Jalgaon, Dhule, Nandurbar and Nasik District.

2. Fuel switch to biomass in ''Chittoor'' mango processing plant in Andhra Pradesh.

3. 13.2 MW wind power project in Theni, Tamil Nadu.

4. 8.5 MW solar photo voltaic power project in Jalgaon, Maharashtra.

Sustainable solutions in water sector: Besides drip irrigation solution provided to the small and marginal farmers. There are other 24X7 water supply schemes implemented in some of the cities of India, with increased efficiency, and also on demand irrigation based on canal command area irrigation scheme implemented with drip irrigation, Solar pumps etc to increase overall benefit to farmers.

15. Environment Health and Safety performance

The following steps have been initiated during the year 2012-13:

- The Company is maintaining Integrated Quality Management System with integration of ISO 14001, OHSAS 18001 & ISO 9001 management and certifications are maintained for its Jalgaon, Hyderabad & Udumalpet Plants. For Alwar and Bhavnagar plants the Integrated Management System certification is planned to be completed by first half of the FY 2013-14.

- Rain water harvesting is done from factory open area as well as from roof top in buildings and same is used for recharging of wells through suitable structures.

- Certification for Energy management System (ISO 50001) and Greenhouse Gas management systems (ISO 14064) is planned to be completed by first half of the FY 2013-14.

- Fire hydrant system at Plastic Park, Jalgaon has been made fully operational covering complete manufacturing facility. First aid hose reels are provided inside the MIS finished goods warehouse and internal fire hydrant system is planned for PE and PVC Pipe buildings. Initial review, designing is done for fire hydrant system at Hyderabad and Udumalpet plants and it is planned to be completed by end of FY 2013-14.

- Substantial reduction in noise levels (90 to 81 dB) in Polytube grinding section is achieved by installation of the grinder underground.

- Smoke detection & alarm system is installed in HR, PRO office and Accounts office building.

- Fully automatic in-built blower slitting machines (close type) are procured and installed on shop floor to reduce the dust in workplace environment.

16. Internal Controls and Management Information Systems

ERP

Post implementation of SAP across India locations, now some more modules are taken up for implementation which would further improve the efficacy and MIS reports from the system.

Internal Controls

SAP implementation allowed a number of strategies to implement internal control in the business application through process mapping, segregation of duties, authorisations. Independent of the SAP functionality and control check, your Company is proactively identifying the areas for further improvement which shall remain an ongoing process.

Future

The Company has plan to integrate its IT infrastructure by rolling out SAP at foreign subsidiaries to further streamline Manufacturing, Supply Chain, local and global reporting, analysis in a common enterprise wide format. It will provide better collaboration with our worldwide units, transparency and efficiency for global operations.

Internal Audit

The company has continued to avail services of Ernst & Young LLP to conduct internal audit in SAP environment and add value by strengthening internal controls and improving efficiency of operations at same time.

17. Fixed Deposits

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed / overdue deposits as on 31st March, 2013.

18. Auditors

The Auditors, M/s. Haribhakti and Co., Chartered Accountants, Mumbai have furnished a Certificate under Section 224(1 B) of the Companies Act, 1956 that their proposed re appointment, if made, will be in accordance with the said provision of the Companies Act, 1956. The Audit Committee has recommended that M/s. Haribhakti and Co., a firm of Chartered Accountants, Mumbai be reappointed as Statutory Auditors. The Shareholders may reappoint the Statutory Auditors as per AGM Notice attached separately.

19. Particulars of Employees

As per provisions of Section 217 (2A) of the Companies Act, 1956 only six of the persons in employment of the Company have drawn remuneration in excess of Rs. 500,000/- per month, during the year under review or part thereof as per details in the Annexure to this report.

20.Particulars of Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

A) Energy Conservation

Plastic Park

Installation of insulating pads to die heads of higher large diameter HDPE pipe resulted in reduction of loss through surface by 50%. In PVC sheet energy consumption in grinding section reduced by 10% per day due to use of high wear resistant blade material. In PVC sheet 100% reduction in energy consumption during sheet cutting of thickness up to 5 mm by replacing Saw Motor to Knife Blade. Automation in cooling tower operation based on temperature resulted in savings of 20-30%. Rationalizing/replacing old water circulation pumps with high efficiency resulted in reduction in energy consumption to tune of 15%-20%. Retrofitting of old Injection moulding with servo motors resulted in 40% reduction in electricity consumption and increase in production due to lower cycle time. In PVC pipe division automatic vacuum control system was developed for duel vacuum tank to reduce electricity consumption by 50%. Adaption of variable frequency drive on Polo series injection moulding has resulted reduction in energy consumption to tune of 20% per kg. Further use of VFD resulted in 67,000 units. Raw material packing is changed from 25 kg bags to 17 ton bags for LLDPE and HDPE has resulted in reduction of packing material and waste generated from the same. Foggers and green net is provided to chilling plants to avoid the effect of atmospheric temperature on the chilling plant in summer season. This has helped in saving the electrical energy and maintaining required temperature of process water. All bore well pumps are connected to sensor for ON/OFF operation as per tank condition, has helped to save electrical energy and water. Lift is provided for material handling in engineering development department, has helped to reduce manual material handling and stress to associates.

Company has installed 132KVA substation for unperturbed power supply and this has reduced the frequent power failures which were earlier affecting the processing and generating waste for reprocessing. The very basic nature of the Company''s production being a continuous process this step taken by Company has allowed the plants to complete eliminate the rejection due to start/stop process on account of power interruptions. The overall process rejection has come down drastically because of this effort.

Food Park

a) Fruit Processing

Replace the rotatory drum (Quantity 8No''s) filter with parabolic filter for fruit washer, resulting in net electricity saving, 8 kw/hour, Saving of 10,000 kwh/annum. Modification in sterilizer operation to save steam and electricity. We have modified the sterilization and water production program and installed diversion valve at cooling circuit, thereby saving 306 kg of steam per sterilization cycle and 159 kg of steam per water production cycle. Net saving is 1,27,560 kg/annum.

b) Onion Processing

- Conversion of DHO storage cooling from DX system to VAM based chilled water circulation.

- Online pneumatic transfer of dehydrated onion from dryer outlet to mill for further processing to save manual handling and packing material, storage energy.

- Revamping of mill equipments to minimize product lifting and there by saved energy.

- Reuse of process water with adequate filtration to reduce raw water consumption.

- Conversion of Dehumidifier condenser from air cooling to water cooled, has resulted into uniform cooling also reduction in compressor pressure. Total Investment INR 7 lakh. Total amount saved/year INR 14 lakh.

- Replacement of HPMV lights of 290 watt with CFL light of 144 watt resulting into saving of 30,660 kwh/annum. Total Investment INR 1.65 lakh. Total amount saved/year INR 2.3 lakh.

- Installation of Turbo Ventilators on roof.

- Earlier total 5 exhaust fan of 5.5kW rating are used. Now 40 turbo ventilators are used for ventilation. Total Investment INR 6 lakh. Total amount saved/year INR 7.8 lakh

Energy Park

Under energy saving and energy management program, energy saving of air compressor and LED Lighting is carried out in Energy Park.

Agri Park & Tissue Culture

New experiments were initiated to use LED light for tissue culture plants. If this experiment succeeds, it will help in reducing energy consumption in two ways; (i) less energy consumption to provide light to the plants in tissue culture, (ii) less heat generation from LED bulbs as compared to fluorescent lamp resulting in to less energy required to maintain temperature in growth rooms. Tissue culture unit''s hardening facility has been re-organized and re-assembled for roof and runoff water harvesting. Irrigation of green house has been shifted on solar power.

B) Technology Absorption Plastic Park

In PVC pipe division new software was installed in few extruders & utilities for collecting online data on process details and this has improved overall control on process. At R&D laboratory new instrument viz. optical Emission spectrophotometer was installed for controlling the quality of metal parts used in manufacturing as well as in MIS/SIS products. Continuing with the efforts towards productivity improvement, Company has installed additional high precision all electric injection moulding machines with hot runner moulds for round and flat emitters. The Company has installed facility and developed thermoforming process for the production of tray for primary hardening of tissue culture Banana plant.

Energy Park

a) Solar Thermal

During the FY 2012-13, we have introduced new laser welding technology with full sheet Aluminium absorber in solar thermal flat plate collector production line. This technology enables production of solar absorbers with combination of Cu-Cu, Cu- Al & Al-Al material which improves product quality, performance & productivity. This will also enable us to produce air dryers suitable for drying farm produce in rural India, hygienically.

b) Solar Photovoltaic

Development of prototype Auto-defrosting PV Module for snow bound areas of Europe. Trial was highly successful. Modified Autoline Tabber & Stringer''s hardware and software to make it suitable for cut cell module corresponding to 74 Wp module. Development and introduction of Sheet (EVA & Backsheet) cutting station with mechanized cutter in the manual line. Development of automatic framing machine for small modules by bench marking of foreign machine.

Agri Park & Tissue Culture

New automated machines have been introduced in primary and secondary hardening sections of tissue culture unit. These machines are capable of automatically filling trays/cups and transplant plants into it. This has helped in increasing our capability to harden more number of plants and reduce manpower requirement per plant besides producing better quality plants.

C) Research and Development Plastic Park:

Jain Turbo Tape PC - A pressure compensating seamless drip tape.

Jain Turbo Tape PC is a drip tube with a continuous flow path with inlets that is separated into individual emitters by the design of the inserted ribbon using a cross over. Jain Turbo Tape PC compensates for pressure and allows for a uniform distribution of water greatly improving crop uniformity and energy usage. Each emitter along the line delivers uniform discharge within specified pressure compensating range. The design of the emitter allows the product to be resistant to debris in the line which is in agriculture water and can typically cause plugging problems of the emitter. Jain turbo tape PC allows pressure compensation in a very low pressure range that has been unattainable previously. Pressure compensation at 0.4 to 1.0 Kg/cm2 at low energy levels in achieved and this has never been done before. The design is very cost effective and suited to high production speeds. It inhibits the clogging in the range which coupled with compensation overcomes all previous barriers to agriculture field design. These advantages translate to lower energy costs, water savings, improved yields and improved crop uniformity. Company has filed a application for patent which is pending.

Complete range of high precision jets have been developed.

In the area of MIS/SIS and pipes & fittings nearly about 160 moulds were developed for new products as well as for existing range extension, with added new features. Metallic QC fittings in sprinkler systems replaced and developed with plastic molded fittings. All metallic headers in filtration and fertigaton system changed with plastic headers. PE tubes with coloured skin on outer surface developed. It is available in white, brown and purple colours. White colour tubing is used for Greenhouse application, Brown colour for landscape application and purple colour for reclaimed water use. Pipes and fittings developed as per ASTM standard and the product range is widened. To the cater the domestic market requirements coextruded celuka / PVC Integral foam sheet with coloured skin - 4 new colours on both sides developed.

Food Park

a) Fruit Processing Product Improvement

- Extension of Clarified Juice concentrates for Papaya, Banana and Guava.

- Developed Mango, Banana, Guava, pomegranate Juice for In-house consumption.

- Replaced Liquid ring Vacuum Pump with Mist Condenser to Luwa Evaporator. Due to this product quality is improved.

- Installed Internal air circulation fan in Evaporative ripening chamber for even ripening of fruit.

- So product quality is improved. Installed multiple magnets and strainers to improve product quality.

Automation

Installed PLC based SCADA system for Preparation line and tanks. Due to this Benefits are as under:

- No Over flow of product

- Dry run protection to pumps, resulting in less maintenance.

- Automatic shut off in case of fail or malfunction.

b) Onion Processing

Efforts for improving microbiological quality of product using UVC hoods on cut onion and dehydrated onion.

Energy Park

Improvement in 4,000W BLDC pump controller for short circuit protection, overload, reduction in power dissipation to reduce heating. Presently under validation.

Battery-Less Solar Tracker Controller - This is unique design of Single axis Solar Tracking system which does not require any battery for its operation. No Manual setting, very easy installation, automatic system detection, automatic fault detection & correction, Very rugged electronic design to meet EMI-EMC & safety standards, Zero maintenance are some key features of the system.

- Field problem of 11W CFL luminary observed due cold temperature, we have improved design to function properly in range -20Â°C to 55Â°C of temperature.

- CFL lantern new version design started to reduce cost, manufacturing efforts.

- Inverter development for utilization of solar power when solar pump is not in use. This inquiry received from Rajasthan. Prototype development is complete.

- CFL lantern and CFL Street light product modification as per MNRE new specs and approved from MNRE.

Agri Park & Tissue Culture:

Studies on the molecular mechanisms of flowering: After the success in identifying flowering genes in banana and onion, we are now venturing towards identification of Flowering Locus T (FT) as well as Terminal Flower (TFL) in Mango (Mangiferaindica). This crop has been taken under R&D simply because of its popularity as a fruit crop that is much suited for processing and onward for export. Our ultimate research aim would be to conduct functional expression studies to ascertain which among these are important in flowering. Similar studies are also underway in Pomegranate (Punica granatum) to study the roles of genes in flowering.

- Onion breeding program has resulted into development of new high solid and CMS lines. These new materials are under evaluation for their commercial exploitation.

- A new crop, Leek (Allium porrum L.) has been introduced and inhouse seed was developed for commercial cultivation.

- Trials on evaluation of oranges varieties suitable for processing on own research farm and farmers fields are under progress with very promising initial results.

A new protocol for Strawberry tissue Culture: Field trials of the tissue culture strawberry plants have given encouraging results at farmer''s field. The research and development unit has handed over the system to the production unit for commercial propagation of the crop. In this way, our Tissue Culture Division is introducing its third product on a commercial scale.

- New tissue culture protocols for citrus rootstock have been developed and tissue cultured rootstocks are under testing in nursery.

- Biochemical and molecular characterization of two newly isolated methanogens was carried out and they were named as Methanosarcinamazei Met5BHJ & Methanosarcinamazei TMA3RMK. The above 2 isolates can be further utilized in our Plant to enhance Methane % with high Biogas yield.

- Thiobacillus culture development for H2S reduction in Biological Scrubber.

- Standardization of Soil conditioner cultures as per requirement of Biofertiliser.

- Optimization of HRT, pH & Temperature for maximum Biogas Production.

R & D Expenditure (Rs. in Million)

Sr. 2012- Particulars 2011-12 No. 13

a. Capital Expenditure 11.68 269.51

b. Revenue Expenditure 173.87 180.61

Total 185.55 450.12

c. % of Revenue 0.53% 1.19%

21. Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

by order of the Board

Sd/-

Anil B. Jain

Jalgaon, 14 August 2013 Managing Director

Mar 31, 2012

To the Members,

The Directors present their report on the financial performance, business and operations of the Company for the year ended 31st March 2012.

1. Financial Highlights Rs. in Million (except EPS)

Particulars 2011-12 2010-11

Domestic Sales 30,374 27,349

Export Sales & Services 6,725 5,158

Other Operating Income 712 802

Sales and Operating Income 37,811 33,309

Operating Profit 7,968 8,032

Interest and Finance Charges 4,235 2,917

Depreciation and Amortisation 1,007 840

Profit before taxation & exceptional items 2,726 4,275 Provision for Tax

Deferred Tax (Asset)/Liability 485 200

Current Tax-Provision (443) 909

MAT Credit - 201

Profit for the year before Prior Period Expenses 2,684 2,965

Prior Period Items- Income/ (Expenses) 1 12

Profit for the year 2,683 2,953

Profit b/f from the previous year 6,629 4,449

Balance available for appropriation 9,312 7,402 Out of which the Directors have appropriated as under;

Proposed Dividend 405 386

Dividend Tax 66 64

General Reserve 500 300

Transfer to CRR - 23

Balance to be carried forward 8,341 6,629

Earnings Per Share (Rs.)

Basic 6.62 7.75

Diluted 6.62 7.74

2. Operations

The sales & operating income grew by a little over 14%, even as domestic revenues remained flat at 11.1% YoY, while the exports jumped up by 30.4% YOY. In the domestic revenues the growth was mainly contributed by 11% YOY growth in MIS/SIS, 16% agro processing, 5% Pipes and 127% Green Energy businesses. The 30.4% overall growth in exports was contributed by MIS 62%, PVC Pipe 59.5%, PE Pipe 111%, PVC Sheet 27.8%, Onion 21% and, generally the strong exports trend in 2nd half of Financial Year 2012. The actual losses on account of adverse Rupee Dollar movement is Rs.145 million out of total largely notional expense on this account of Rs.1,289.3 million. The Finance charges are a little over 10% of Revenues and much above the targeted level of 5% mainly due to delays in receivable collection (subsidy receivables from Government). The remedial steps are discussed else where in the report. The profit for the year is Rs.2,683 million a decrease of 9.5% over last years level.

3. Dividend

Sr. No. Particulars of Dividend Amount (Rs.)

50% (Rs.1/-per share) on 38,8586,085 1 385,886,085 Ordinary Equity Shares of Rs. 2 each.

50% (Rs.1/- per share) on 192,94,304 2 19,294,304 DVR Equity Shares of Rs. 2 each.

Total 405,180,389

3 Dividend Distribution Tax @ 16.2225% 65,730,389

Total 470,910,778

The Directors propose to the Shareholders a Dividend of Rs.1 each on Ordinary & DVR Equity Shares involving an outlay of Rs.405.18 million to all eligible shareholders and Rs.65.73 million as Dividend Distribution Tax for the year ended 31st March 2012.

4. Allotment of DVR Equity Shares and Status of QIP

On receipt of approval from SEBI for relaxation from sub rule (7) of Rule 19, read with clause (b) to sub rule (2) of Rule 19, of the Securities Contract (Regulation) Rules, 1957 the Company fixed a Record date in consultation with the Stock Exchanges and completed the allotment of 19,294,304 DVR Equity Shares of Rs. 2 each by capitalising reserves of Rs. 38.59 million on 10th November 2011.

The Company had procured Shareholders approval for issue of upto 331 lac Ordinary Equity Shares of Rs. 2 each under Qualified Institutional Placement (QIP) programme but the approval lapsed in March 2012 due to uncertain and unfavourable capital market conditions.

5. Capacity Expansion and Capital Expenditure

The Company has been in continuous growth mode and the following table gives the capex incurred for capacity expansion implemented during the year and the resultant capacity addition in Financial Year 2012, as also the revenue growth for last 5 years for each of the segment of business.

Addition in Capex 5 Year Sr. Segment Capacity Financial CAGR% till Unit No name for FY Year 2012 Financial 2012 (Rs. in Mn) Year 2012

1 MIS/SIS Tons 51,410 2,556 39%

2 Piping Systems Tons 8,350 312 20%

Dehydrated 3 Tons 690 154 19% Vegetable

4 Fruit puree etc Tons 11,925 44 25%

Tissue Culture

5 No 10,000,000 28 30% Plant

Solar (Water 6 Ltr 2,000,000 140 67% Heater System)

6. Significant Awards, accolades & recognitions

The Company has received several awards on International, National and State level during the Financial Year 2012, however significant ones are:

- G20 Challenge on inclusive award. Only 15 global Companies have been awarded for their efforts in inclusive business innovation in their respective fields of business (e.g. Agriculture for Jain irrigation) at G20 Leaders Summit at Cabos in Mexico.

- New Sustainability Champion Award at World Economic Forum, Switzerland/ China for Sustainable Development of business. Jain Irrigation was awarded (being one of the 16 Companies selected world over from 1,000 Companies) for sustainable development of business.

- Inclusive Agri Business Leadership Award Instituted by International Finance Corporation (World Bank Group) Washington, D.C. The International Finance Corporation selected Jain Irrigation among 200 IFC Clients from across 80 countries . The award criteria was the inclusive business strategy (involving 4.5 million farmers who benefitted from the activities of Jain Irrigation).

7. Other major developments during FY 2012

- The Company has in last few quarters embarked upon the strategy shift in MIS / SIS business by reducing the dependance on subsidy as sales driver for the business. On the other hand focussed approach is initiated to collect all the subsidy based and other overdue receivables. The strategy may result in change in growth trajectory of MIS/SIS business in FY 2013 but, is expected to yield better results for cash flows.

- During the year the Company together with Coca-Cola University launched Project Unnati to train farmers on Ultra High Density Plantation under a joint capability building program . Project Unnati is set to be a key milestone towards the large scale adoption of Ultra High Density farming Practice (UDHP) leveraging drip irrigation. Introduction of Ultra High Density Plantation will double the average mango yields and hence benefit the farmers and assure steady supplies to the Company. Project Unnati has the potential to improve the livelihoods of more than 50,000 farmers in the next five years. In traditional mango cultivation, trees are allowed to grow as high as possible; they are pruned minimally or not at all. In UHDP, canopy is maintained in such a way to attain maximum light interception and canopy volume per unit area in early years of plantation. This leads in the orchard to attain full potential in 3-4 years. The UHDP would allow 600 trees to be planted in an acre instead of just the conventional 40 trees to an acre.

- On 10th December 2011, in an unfortunate incident, fire broke out at finished product storage area at plastic manufacturing complex in Jalgaon. The fire was brought under control within 2 hours. No casualties were reported and plant and equipment remained safe. A claim under the fire Insurance Coverage Policy has been filed and is under process with insurance provider at present. The amount of loss is not material in context of overall asset size of the Company.

The commercial operation for Alwar plant has started during Financial Year 2012 and it has helped Company to cater to the Northern market which has large potential for products of the Company.

- A unique one-day international symposium on "Building Shared Value in Agribusiness" was organized by our Company and Enterprise Solutions to Poverty (ESP), USA, at Jalgaon on March 12, 2012. Management experts such as Dr. Nitin Nohria, Dean of Harvard Business School (HBS), Dr. Ray Goldberg, an HBS Emeritus and regarded as the father of agri-business programme at HBS and Dr. Kasturi Rangan, who teaches the Base of the Pyramid course at HBS, delivered the keynote addresses at the symposium. Themes discussed at symposium were as follows:

Building innovative aggregation models and distribution systems will be essential to provide efficient, mutually profitable access to inputs, information, advice, finance and markets to many small farmers, using direct engagements of large and small agribusinesses, competent producer organizations and agro-dealer distribution systems.

Increasing the supply of productivity enhancing inputs bundled with advice and information will be important to increase yields and earnings of farmers who have uneven awareness and receptivity to modern methods.

Accelerating the move from food to drip irrigation will produce dramatic benefits in increased yields and water conservation and finding solutions for very small farmers.

Increasing mechanization will be needed to respond to the organic consolidation combined with labour shortages occurring in agriculture, as a result of urban migration, agriculture development in states that have been traditional sources of seasonal labour, and unintended consequences of rural poverty subsidies.

Increasing farm family incomes - through value chain operations in higher value commodities as well as agri- solutions and agri-finance are needed if ambitious, more highly educated young people are to be induced to stay in and enter agriculture.

Increasing storage, value chain and other post- harvest solutions are needed to reduce wastage of agricultural produce.

Increasing access to finance and crop/weather insurance need to be combined with inputs, advice and market linkages if productivity and earnings are to increase.

This was historical seminar where large number of senior business leaders from Agri business community across India and Africa had got together to discuss 'ways to create share value in agri business' and to help small farmer prosper.

- Since April 2012, the Cost Audit Branch, Ministry of Corporate Affairs, Government of India has notified a certain set of companies for maintenance of Cost Accounting Records and its Audit as per Cost Accounting Record Rules and relevant provision of the Companies Act, 1956. This measure is applicable to the Company for FY 2013 onwards (although not applicable to all the products or units of Company), and is likely to help in cost control and reduction across the Company.

8. Other strategic and major developments post March 2012

- In May 2012 the Company's multi-generation subsidiary signed definitive agreements to acquire balance portion of share capital of Naan Dan Jain Irrigation CS Ltd, Israel from JV shareholder Kibbutz Naan. Naan Dan Jain itself has several operating subsidiaries all over the world together with distribution points across globe. The transaction also opens up markets in various countries for our Company specially in the high potential African continent the eastern European nations and the CIS nations.

- In July 2012, the NBFC promoted by our Company aptly named Sustainable Agro Commercial Finance Ltd. (SAFL) received registration certificate from RBI to operate. The JV NBFC shall be issuing shares to Jain Family entities, IFC-Washington and our Company shortly as per its business plan/budget. SAFL will be a unique and first Indian NBFC to provide agriculture related loans and provide farmers with wide and diverse range of financing options for almost every need of agricultural activity.

Our Company has decided to promote SAFL with an overall objective of serving the small farmers in comprehensive manner. In FY2013 the NBFC SAFL shall open upto 40 offices in Maharashtra and in second phase over 18 months more offices shall be opened across Andhra Pradesh, Gujarat, Madhya Pradesh, Karnataka, Rajasthan & Tamil Nadu. SAFL will leverage on the existing 3,000 strong dealer/ distributor network of our Company for identifying and originating quality business and these dealerships would also be part of the recovery process. In the initial 2 years SAFL shall concentrate on providing loans to cover MIS/SIS business directly to farmers. In the subsequent years it will extend financing to farm equipment and shall give small agri business loans also. Apart from RBI supervision there will be independent Auditors, Board supervision, to ensure Corporate Governance, transparency and professional management of SAFL.

- During the FY 2012, Company has completed all effective actions to build a 8.5 MW Solar Power Project with funding from internal accruals and infrastructure financing institution. The Company can potentially save over 75% of cost of electricity (assuming captive use and investment linked incentives) as also carbon credits for 21 years at almost Rs. 1 per unit over the project life of 25 years. It is run by photo voltaic panels with a 3 phase inverter without battery. The project is estimated to generate over 14 Million units of electricity annually and is expected to be integrated with grid very soon.

- The Board has approved fund raising by way of preferential issue of Ordinary Equity Shares/ Equity Share Warrants, Foreign Currency Convertible Bonds and External Commercial Borrowings, all aggregating upto $ 210 mn. 2 subcomittees of Board have been constituted to finalize the terms, amount, other details and issue the notice for the Shareholders General Meeting for approving the same. More details about fund raising shall follow in Notice convening the Shareholders General Meeting very soon.

9. Directors retiring and their background

Retiring Directors

Shri. Atul B. Jain and Shri Ramesh C.A Jain are retiring by rotation and being eligible offer themselves for reappointment at the ensuring AGM.

Atul B. Jain was appointed on 1st September 2009. He is a Commerce Graduate. He joined the management

team in 1992. He was posted in London office and developed the Food Processing/ distribution business in Europe and helped the Company to maintain the plastic exports to Europe. He was appointed CMO of the Company w.e.f. 20th August, 2002. Besides overall marketing management responsibility he has also handled all India marketing function of Drip Irrigation and PVC pipe products, PE and other speciality pipes and fittings all over the world. He has been involved with development of new applications & products in overseas markets for food and plastic divisions.

Ramesh C.A. Jain was appointed on 30th September, 2005. He holds a Bachelor of Arts degree from the University of Rajasthan, a Bachelor of Law degree from the University of Bombay and a post-graduate diploma in Development Administration from the University of Manchester in the United Kingdom. He has 10 years of experience in the industrial development and financial sectors. In 2003, he was Secretary of the Department of Agriculture and Cooperation in the Ministry of Agriculture at New Delhi and was responsible for the formulation and implementation of national policies and programmes for agricultural development. In 2004, before joining the Food and Agriculture Organization of the United Nations as its Country Representative in the Philippines, he held the post of Member Secretary, National Commission on Farmers, established by the Government of India.

10. The operations of subsidiaries

The Mauritius based direct subsidiary of the Company has earned an income of $ 430,149 and made a net loss of $ 811,869. Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report. The resources of the subsidiary have been further strengthened by infusion of $0.450 Million. as loan during the year under review. The Netherlands based direct subsidiary of the Company has earned an income of $1,068,190 and made a net loss of $312,860. Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report. The resources of the subsidiary have been further strengthened by infusion of $5 Million as Equity Capital/ Share premium.

Other Subsidiaries

Information on operations of other subsidiaries, including new acquisitions has been covered in Management Discussion and Analysis in this annual report.

11 . Employee Stock Option Plan (ESOP)

The implementation of Employees Stock Options and Shares Plan, 2005 (ESOP-2005) has continued during the year under review. Thus, four lots are issued to eligible employees including whole time directors, and key management personnel. No employee has been issued options entitling such person to subscribe to more than 1% of Ordinary Equity Share capital of the Company.

12. Director's Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed except, to the extent indicated in notes;

ii) the accounting policies are selected and applied consistently and are reasonable; prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012, and, of the profit of the Company for the year ended 31st March, 2012;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the Financial Year ending 31st March, 2012 on a 'going concern basis'.

13. Material Developments in Human Resource

"TRUST" plays a significant role while working at Jain Irrigation. The Company has an open door and pro-active policy and any associate desirous of addressing his grievance is entertained and is free to approach even the Chairman. This openness helps create an atmosphere of extended family. Resultantly, the operations of all the manufacturing facilities of Jain Irrigation enjoy whole hearted co-operation and the spirit of being "One".

Associate Engagement

The activities for engaging the associates with their families continue to move ahead. Pilgrim tours continued for the Associates above the age of 45 and their parents and grand parents. Total 12 pilgrim tours of 10 days each involved 576 parents and grandparents of 102 Associates. The initiative launched last year to treat the Associates of Jain Irrigation facing infertility problems has resulted in success. From the Associates who opted to be treated last year, 6 cases could see success which has brought lot of joy of our Associates and their families. Our efforts for coaching / training children of our Associates has started taking strong roots as the second batch taking up SSC examinations also produced 100% results. These efforts start from class 7th and 105 students benefitted from the same. Apart from the academic coaching, a 15 day residential "Personality Development" camp was organized at Anubhuti School for the children of our Associates for the 2nd year wherein eminent speakers from the different faculties had a dialogue with the participating children. 92 children of the Associates benefitted from the program. The practice of providing educational scholarships to the deserving children of Associates on need and merit basis has continued. 432 children of our Associates benefitted with the scholarship. Also special emphasis was given for education for the girl child. The visits of family members of the Associates, to all the locations of the Company giving information about work culture and importance of the job their family member does, is continuing. Total 116 visits involving 4,536 family members of 659 Associates were conducted. This took the total tally to 423 visits covering 18,774 family members of 2,893 Associates, till date.

Additionally this year 611 associates were brought under the umbrella of "Superannuation" benefit. Now the coverage is extended to 3,784 Associates.

Social Involvement

Now, Blood Banks are banking on Jain Irrigation for their requirement of blood during the crucial times. Once again on demand of the blood banks, a Blood donation camp was organised wherein 635 units of blood was collected for various blood banks.

Training

Jain Irrigation took the initiative to meet the academic requirements of students opting for "Agricultural Engineering" by providing them 16 week training which is being made mandatory for them by the University. The students were given one month classroom training followed by field practices on "Sur vey, Design, Installation and Maintenance" of Micro Irrigation Systems. Then they were exposed to the field operations, giving them the real experience for choosing their field of career, and those who chose the field and proved themselves were subsequently absorbed by the Company converting this mandatory training to a "Win Win" situation.

The training and development activities for all our Associates continued within all our locations.

Recruitment and Manpower Strength

A new plant was inaugurated at Alwar to service northern states in India. The recruitment drive continued throughout the year, looking for the right people which also included on campus selection for Engineering Graduates from agriculture field all over the country and Walk In interviews at various places. The recruitment was done on the basis of demonstrated and potential ability, compatibility with the organisational culture, merit, openness and fitness, with son of the soil empathy. The permanent employee strength of the Company as on 31st March 2012 reached to 7,645 after net addition of 1,141 associates.

14 . Corporate Social Responsibility & Sustainability Report

Creating Shared Value

Corporate Social responsibility is imbibed and part of our corporate strategy as we work for 'creating shared values' from the inception of our business. For example, drip irrigation not only solves the water food- energy issues also but brings prosperity to the farmers. Most of the farmers we work with are generally having small land holding. These farmers are based at the bottom of pyramid as per the definition of classical economics, but to work with them and bring prosperity in their life is more than CSR to us. Thus, our strategy of CSR is integrated, interwoven and inter-related to our business for creating sustainable society of future. The rural development work is carried out through the group entities Gandhi Research Foundation [GRF] (S. 25 Company under the Companies Act 1956) and Bhavarlal and Kantabai Jain Multipurpose Foundation [BKJMF] (A registered public charitable trust), both recognized for benefit of S. 80G of the Income Tax Act, 1961 and rules made thereunder. During the year under review the above institutions have been given donations of Rs. 12 Million and Rs. 6 Million respectively to meet their objectives.

Beside this, our work on CSR is given in the following paragraphs.

Gandhi Research Foundation

As part of our rural development initiative, Gandhi having emerged as our role model, we decided to preserve for posterity the timeless ideology of the Father of the Nation. The resulting initiative is the Gandhi Research Foundation Ã GRF The "Gandhi Teerth" is established at Jain Hills. Ex-President of India, Smt. Pratibhatai Patil dedicated it to humanity in March 2012. Activities of GRF are listed as below:

'Khoj Gandhiji Ki' Museum : A thematic, state-of- art, interactive multimedia museum conceived and commissioned to disseminate Gandhiji's life; lessons and ideology, as also the saga of Indian independence movement.

GIRI (Gandhi International Research Institute) :

The academic arm of GRF which will award Certificate, M. Phil, Diploma, PhD, Degree, Post-doctoral, Masters, Research, facilitate part-time research in Gandhian studies. Academic collaboration have already been signed with the Gujarat Vidyapeeth, Ahmedabad, North Maharashtra University, Jalgaon and Cytes University, Mexico for the purpose of conducting joint teaching and research activities from the next academic session. Scholarships are being provided to needy students.

GRF Think Tank: A consortium of scholars who will deliberate on contemporary issues. It can independently study and opine on public policy matters such as peace, ahimsa etc.

Gandhiana: Collection, classification, indexing and synopsizing of publications by and on Gandhiji.

Gandhi Archives : Preservation of archival publications related to Gandhiji and the Indian Freedom Struggle.

Gandhinomics: Rural Development/Outreach Programmes based on Gandhian ideology.

Gandhi Vichar Sanskar Pariksha: GRF conducts Gandhi Sanskar Pariksha every year. The objective of conducting this examination is to familiarize school and college student with Gandhian thoughts. The participating students are provided with study material and books on Gandhiji at concessional rate. This exam was conducted over 961 centres in all district of Maharashtra & Belgaum district of Karnataka and more than 1,50,000 students have participated from different schools and colleges.

Activities of Anubhuti

It is a matter of pleasure to report that 'Anubhuti' has been doing well in the co- curricular as well as extracurricular domains such as dramatics and sports at the inter-school level. The students of 'Anubhuti' also bring out a monthly newsletter named 'Anupam'.

Sustainability Report

Our second Sustainability Report for the reporting year 2011 is ready. This report covers all the information, process and materiality related to Economic, Environment and Social aspects of the organization in the year 2009- 10 and 2010-11. This report covers all the operations in India, USA, UK, Switzerland and Turkey. The first sustainability report was published for the year 2008-09 and was limited to Jalgaon facilities. The present report has covered the stakeholder engagement process and policy for sustainable future. The organisational support for the CSR activities for village development, support for development of sports and sportsmen are also reflected in the upcoming sustainability report. The activities of 2011-12 and 2012-13, including NanDanJain facilities will be covered in sustainability report 2013. The current report 2011 is prepared as per the GRI standard and food sector supplement is added in this report. This report will follow the 25th Annual Report.

15. Environment, Health and Safety performance

The following steps have been initiated during the year 2011-12

At Plastic Park

- Jain Irrigation Systems Ltd. is re-certified for integrated management system with integration of ISO 14001, OHSAS 18001 & ISO 9001 Management Systems for its Jalgaon plant and continuation for Hyderabad & Udumalpet Plants. Initial preparation has been done for implementation of integrated management system at Alwar plant.

- Rain water harvesting is done from factory open area as well as from roof top of buildings. Separate pond of 35 Million litres capacity is made for the same and also rain water from roof top of buildings is used for recharging of wells through suitable rain water harvesting structure.

- Certification process for Energy management System & Green House Gas Management systems has started. Energy audit is also planned for Jalgaon plants.

- Fire hydrant system at Plastic Park, Jalgaon has been made fully operational covering additional 6 acres of manufacturing facility.

- Substantial reduction in noise levels (90 to 81 dB) in PVC pipe production is achieved by introduction of latest technology cutter for pipe cutting.

- Air Compressor with Variable Frequency drives has increased life of oil as well as reduction of energy consumption that made them more environment friendly with less waste generation.

- Emergency preparedness plan is revised with the help of National Safety Council for better preparedness to meet emergency situations.

More details about energy and resource conservation are given in Para 20 of the report.

16. Internal Controls and Management Information Systems

ERP

The Company has already implemented the transition to a single software platform. By consolidating IT systems, SAP has enabled simplified and standardized work processes across all facets of Company's' complex and diversified businesses, while enhancing the Company's customer service culture and driving operating efficiencies.

Internal Controls

SAP implementation allowed a number of strategies to implement internal control in the business application through process mapping, segregation of duties, authorisations. Independent of the SAP functionality and control check, your Company is proactively identifying the areas for further improvement which shall remain an ongoing process.

Future

The Company has plan to integrate its IT infrastructure by rolling out SAP at foreign subsidiaries to further streamline Manufacturing, Supply Chain, local and global reporting, analysis in a common enterprise wide format. It will provide better collaboration with our worldwide units, transparency and efficiency for global operations.

17. Fixed Deposits

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed / overdue deposits as on 31st March, 2012.

18. Auditors

The Auditors, M/s. Haribhakti and Company, Chartered Accountants, Mumbai have furnished a Certificate under Section 224(1 B) of the Companies Act, 1956 that their proposed re appointment, if made, will be in accordance with the said provision of the Companies Act, 1956. The Audit Committee has recommended that M/s. Haribhakti and Company, a firm of Chartered Accountants, Mumbai be reappointed as Statutory Auditors. The Shareholders may reappoint the Statutory Auditors as per AGM Notice attached separately.

19.Particulars of Employees

As per provisions of Section 217 (2A) of the Companies Act, 1956 only six of the persons in employment of the Company have drawn remuneration in excess of Rs. 500,000/- per month, during the year under review or part thereof as per details in the Annexure to this report.

20.Particulars of energy conservation, technology absorption, research and development, foreign exchange earnings and outgo.

A) Energy Conservation

Plastic Park

Installation of two chilling plants of capacity 200 Ton of TR each in drip line has resulted in substantial saving of water through prevention of evaporation besides an energy saving of 8% compared to old system.

Changes made in the concentration of blend batches in PVC Sheet resulted in reduction of energy consumption of 43% in pigment preparation.

- Auto feeding system of material established in various machines has avoided manual loading operation, enhancing safety of operation. 15 silos for raw material storage are installed for drip tube plant. This has substantially reduced generation of packing material wastage.

- Additional machines of runner less Moulds are installed for inline emitters which has totally eliminated wastage generation.

- Plastic Park uses solar pumps for its entire demo operations and development works, promotes renewable energy uses.

- Tree plantation is a regular activity and the 50% of the factory area is having green cover of trees and lawn area. The tree plantation is also done outside the factory area on road side.

- New Generation chilling plants in dripline manufacturing unit are more environmental friendly eliminating usage of F22, an Ozone depleting gas.

- Installation of 132 KV substation directly form national grid has eliminated the power interruptions thereby reducing waste.

- Continued efforts of installation of Variable Frequency drives, servomotors and rationalization of pumps and various other measures, in all the plastic divisions has achieved a total energy saving of 10,99,000 Kwh during 2011-12.

Food Park

For improving the existing processes of energy / resource conservation and quality of existing products, following have been carried out

- Improvement in the microbiology quality of Onion Products.

- Improvement in ripening of Mango with the use of hot water system.

- Improvement of color of Onion products.

- By-products made out of waste generated.

- Solid waste being used to generate 1.7 megawatt of electricity.

- Digested solid waste after biogas generation is being sold as soil conditioner.

- Dried Mango seeds being used as fuel in boiler.

Energy Park

- Energy saving is achieved by replacement of conventional metal halide fittings with electronic ballast 4x55 Watt Compact Fluorescent tube light fittings. This will reduce the power consumption by 10,000 KWH per year.

We have taken various measures for energy conservation at Green Energy Division.

- We have replaced all the mercury lamps by energy efficient CFL lamp.

- As a step forward, we have started replacing the remaining fluorescent tubes & lamps with LED luminaries in our different establishments

- Anubhuti Green Energy Project (BIOGAS): In line with Anubhuti SchoolRs.s Green philosophy we have commissioned 120 kW biogas plant as Green Energy Project at Anubhuti school campus. The biogas generation in this plant is approximately 2000 m3/day. Some portion of biogas is utilized for cooking daily meals of Anubhuti students and staff at School Canteen. The remaining portion of biogas is utilized for the generation of electricity. The generated electricity is utilized in Anubhuti School campus. Also, 2 MT/day Bio-fertilizer is produced from this plant.

B) Resource Conservation Plastic Park

Installation of material storage Silos: Procurement of bulk packed material has resulted in substantial reduction 40 small bags per ton of material sourced. During Financial Year 2011-12 the Company has reduced generation of 6,26,010 small Polyethylene bags, giving benefits of eliminating material transportation in house.

In sprinkler products, the T-Joints, Elbow joint & service saddles are on-designed to single components, thereby eliminating three separately molded components, three molding operations and three assembly welding process.

Introduction of Excel and Turbo line, Super series Emitter's has yielded polymer saving in product for the same amount of water discharge.

- In house development of blowing agent in PVC Sheet has eliminated import of 150 tons of chemical per year saving foreign exchange.

- Efforts towards addition of high speed all electric injection molding machines, rationalization of pumps and compressors has yielded substantial saving in energy, polymer material and consumables besides conservation of water.

Food Park

Biochemical Profile of various Agro-based wastes:

Physical, Chemical and Proximate including macro & micro nutrient analysis of 24 various Agro based waste will be carried out. The expected outcome;

- Determination of concentration of organics in a various waste that can be an-aerobicaly converted to CH4.

- Evaluate potential efficiency of anaerobic process for a specific waste

- Measure residual organic material amenable to further anaerobic treatment.

- Standardized and optimized protocol for isolation of Methanogens.

- Identification of isolated methanogenic in vivo / in vitro cultures

- Library of Methanogenic microbes.

- Library of Non-Methanogenic microbes.

- Substrate specific microbial consortium will be available for enhancement of methane content in biogas.

- Developed inoculums for anaerobic digestion of complex Organic wastes.

- Biogas having more than 60% of absolute Methane.

- Combinations of Waste Ratios with co-digestion substrates for biogas production.

Energy Park

- Owing to the 132 KV,50MWsubstation commissioning and integration with the National Grid, the frequency of power failures has substantially reduced, giving benefits of elimination of waste generation due to power failure and recycling need.

C) Technology Absorption

Plastic Park

- In Drip line introduction of Plant Management System for analysis of historical data, data logging has improved functionality of general operations of the line.

- Manufacturing Technology of "Logos Filters" is taken from USA, "M/s. Claude Laval Incorporation" for production of state of the art filters in India.

- Manufacturing technology of sand separators under license from "M/s. Claude Laval Incorporation" USA, has been successfully absorbed for state of the art filter manufacture.

- Upgraded version of plant management system has been installed in the Drip line plant, for all machines which has resulted in improved functionality and productivity.

Food Park

In Food Processing, we undertake innovation in the following 3 categories of activities:

- New product development.

- Improving existing processes & quality of existing products.

- By-products can be made out of waste generated.

Under new product development, the Company has identified 5 focus fruits and vegetables. Following new products have been developed and introduced to customers

- Fried Onions;

- Clarified Juices and Concentrate of Mango, Banana, Guava and Papaya;

- Blended puree products;

- Sweetened pulps and dehydrated products for the retail market.

Energy Park

- Solar application R&D equipped with advanced instruments required for electronics R&D has been fully absorbed/ developed.

- We have introduced lacqure coating technique for electronic PCBs manufactured by us. These PCBs are used in the Solar Appliances manufactured by us. This coating is done on both sides of the PCB to ensure no atmospheric contact of tracks & components. This will eliminate / significantly reduce oxidation & ensure longer life of the electronic components as well as the Solar Appliances.

- Belt Press Filter: A belt press filter of 15 m3/hr capacity has been procured and installed for the efficient solid liquid separation of digested slurry from biogas power plant. The recovered solid fraction is utilized for making Bio-fertilizer while the liquid fraction is utilized for mixing with raw material for biogas power plant and for irrigation purpose in Company premises.

- Developed Solar Nano Pumps for Agri field as well as household application. This new product is a perennial energy saving in agriculture as well as household applications.

Agri Park & Tissue Culture

At R&D laboratory centre few new sophisticated instruments viz. Real-time Polymerase Chain Reaction (PCR), ultra low temperature fridge were added.

D) Research and Development Plastic Park

- CPVC Pipe recipe developed. Trials are conducted and tooling is obtained for application of hot water CPVC Pipes with more than 110ÃÂ°C Vicate softening temperature.

- Bi-Pipe developed in HDPE has opened new era for Geo Thermal Applications.

- New Sprinkler outlet assembly developed, facilitates direct supply to the sprinkler stand unit using the hollow leg of stand. This is more farmer friendly and reduced number of components and given easy mobility.

- During FY 2011-12 nearly 190 new elements are developed. This has extended the range of existing products and added new treatment for some products.

- Continuing the efforts towards higher productivity 7 high precision and (high speed) low cycle time Moulds were developed amounting increase of productivity by 1200%.

- Drip Line : Design and development of Excel emitters has eliminated the marks on thin wall tubing, thereby improving the quality of product.

- New products developed, Turbo Line Super series and Excel have improved filtration, clogging resistance and reduced the coefficient of variation.

- Disc elements in filtration system are indigenously developed thereby elimination of import.

- Range of Air Release Valves is extended to 2".

- New design filter candle is developed using hot runner moulding process has improved the quality of production.

- Product range of PVC Sheets extended, by introducing 4 new (Color) products to cater for domestic market.

- Disc elements in filtration system are indigenously developed thereby eliminating the need for import.

Food Park

- Isolation and characterization (Microbial, biochemical & molecular) of Methanogens from available in house waste sources.

- Isolation and characterization (Microbial, biochemical & molecular) of Non-Methanogens form available in house waste sources.

- Preparation of library of isolated cultures.

- Study of substrate specificity with Methanogens.

- Augmentation of methane with isolated culture.

- Optimization of HRT[Hydraulic Retention Time] at pilot scale.

- Optimization of pH at pilot scale.

- 'BMP', Biochemical Methane Potential of various substrates.

- Biochemical Profile of various Agro-based wastes

Isolation and characterization (Microbial, biochemical & molecular) of Methanogens from available in house waste sources:

i. In the anaerobic digestion, consortium of bacteria includes aero-tolerant (facultative) anaerobes and strict (obligate) anaerobes. As operational conditions change, concomitantly bacterial species and population also change. These changes are responsible for changes in the types and quantities of substrates which in turn significantly influence the activity of methane- forming bacteria and overall efficiency of the digestion.

ii. Till date 5 methanogenic strains have been isolated in pure form from anaerobic digestion of MP, BP, Pomegranate Shell and PMC (lab scale). Out of 5, two are from PMC and one each from others.

Isolation and characterization (Microbial, biochemical & molecular) of Non-Methanogens form available in house waste sources:

i. 10 non-methanogenic strains supportive to Methanogens have been isolated in pure form.

ii. Out of ten, 1 was sent outside lab and reported as Propionebacterium acnes. We have submitted the sequence of this isolate to NCBI (National Centre for Biotechnology Information) and they have accepted this as NEW GENOME SEQUENCE (Accession No. JN937118).

Preparation of library of isolated cultures:

A thorough research will be conducted on molecular characterization of efficient Methanogens & Non Methanogens which after 16s RNA profiling will be included in Library for further research.

Study of substrate specifcity with Methanogens:

Till date Methanogens are known to utilize single 'C carbon compounds but we are doing experiments to see Utilization of other C carbon compounds like Tri Methyl Amine Methanol Acetate , Di Methyl Sulphide, H2CO2 etc..to check substrate specificity.

Augmentation of methane with isolated culture:

Methanogens which are highly efficient in terms of Methane Production will be utilized to enhance absolute Methane.

Optimization of HRT[Hydraulic Retention Time] at pilot scale:

For Optimization of HRT various experiments will be conducted for 15,18,20 & 22 Days to establish optimum HRT for maximum Biogas production with VFA utilization.

Optimization of pH at pilot scale:

For Optimization of pH various experiments will be conducted for pH 5,5.5,6 &6.5 to establish optimum pH for maximum VFA production.

'BMP', Biochemical Methane Potential of various substrates:

The Methane Potential is the volume of methane biogas produced during anaerobic degradation in the presence of bacteria of a sample initially introduced, expressed under Normal conditions of Temperature and Pressure, in all 24 different agro based substrate BMP will be determined.

Energy Park

- We have improved our solar energy based luminaries for more efficiency and reliability by operations from micro controller.

- The development of 600W, 1800W and 4000W BLDC Solar pump controller with data logger is completed. Production line is set for manufacturing these controllers in house.

- The development of data logger that will provide information on cell phone by SMS to user as well as to Quality Assurance department.

- Development of Off Grid solar power packs has been started.

- Developed Solar Nano pumps for agri field as well as household application. This new product is a perennial energy saving in agriculture as well as household applications.

- Jain Solar Photovoltaic Modules were developed as per International Standards. National & International Testing Laboratories like Underwriter Laboratories Inc. USA, have tested these modules in their facilities and certified.

Energy Monitoring System For Solar Power Packs :

This is a standalone system designed to monitor all the performance parameters of Solar power packs & send data to Jain server through GPRS. Also data can be downloaded in to pen drive in Excel format & can be viewed on local PC.

USB Data Logger For Solar Street Light Monitoring: This system is designed to monitor performance parameters of installed Solar Street Lights. The system is useful to determine the charging-discharging profile of battery and ON- OFF time of Solar Street Light. The data can be downloaded into the pen drive in Excel format.

LED luminaries: Different LED luminaries such as garden lights, single & dual LED path lights, dome lights, down lights, LED ceiling lights, tube lights and wall washers were developed. The main objective was to provide energy efficient lighting solutions.

Pilot Scale R&D plant: A 2,000 litres capacity pilot scale R&D plant has been designed and commissioned at 1.7 MW biogas Power Plant site. It is small replica prototype of 1.7 MW Plant. The main purpose of this pilot scale plant is to study feasibility of various substrates for biogas generation. Also, to study the various combinations of available substrates for optimizing biogas generation in existing power plant.

Agri Park & Tissue Culture

- In tissue Culture a new protocol has been developed for the production of citrus which we intend to process down the line. This will be a major event for us as we aim to produce elite planting material which can be ultimately given to growers on contract. This will help us in obtaining quality produce for processing.

- Isolation of methane producing micro organisms (methanogens) : This lab has isolated one of the methanogenic strain (Methanosarcina mazzie). As on date, world-wide, only 18 strains of methanogenic bacteria have been identified and only two are present in India. We have one of them and the search for the other is in progress. Five non-methogenic strains which are in association with methaongens have been isolated in pure form and we have sent them for 16s RNA profiling. Till date, 24 substrates complete with biochemical profile including biochemical methane potential (BMP) have been completed.

- Studies on Erwinia : Our microbiology lab has been successful in identifying and characterizing soft rot causing bacteria in tissue culture banana which is one of the main cause of mortality of TC banana plants (Erwinina chrysenthami).

- Study of molecular mechanism of flowering: Banana improvement through conventional means is very laborious and time consuming and with the intervention of modern bio-technological approaches, this task becomes relatively easier, as we know its crop biology. We have been successful in cloning the FT genes such as FT1, and Terminal Flower (TFL). Functional expression studies are in progress to ascertain as to who among these are crucial for flowering.

- Banana : Year 2011-12 was a remarkable and revolutionary year for Jain Tissue Culture Banana production centre, one for selling highest tissue culture banana saplings in the world i.e. 30.05 million against the target of 30.0 million saplings and second for introducing a new concept of micro-propagation that offers number of advantages not only for organization but also to the farmers who are direct customers of the product. It is worth mentioning here that the research team has completed their commercial trials with plants produced through new technology that offered farmer a better survival of the saplings after transplantation in the field and almost 20-30% more yield than the earlier planting material. As a result the organization has received unlimited enquiries for the saplings produced through new technology and tremendous response for the booking of the saplings well in advance. The saplings produced with new technology are tolerant to abiotic stresses as a result farmer can now plant the sapling even in the summer (off-season) which was not an ideal season for banana plantation earlier. The off-season plantation offers farmer better returns to its produce because of the unavailability of the fruits in the market and also help to save water minimum by 30%.

- The new technology offers advantages of maximum utilization of man, machine and space to the organization a critical factor earlier because of the limitation of the technology and seasonal demand of the product. This allows organization to set a sale target of 60.0 million saplings for the year 2012-13 which will create its own record in banana tissue culture business. The technology will help to reduce the cost of production and will allow organization to enhance the production. Considering the future plan of expansion, the organization has started mechanizing the activities where in the first phase the robotic transplanting lines are introduced for post laboratory operations that would be the first of its kind in the country for tissue culture business. The mechanization will allow saving tremendous manpower along with improvement in the quality of the product because of machine control.

- Pomegranate : Jain Tissue Culture is popular in farming community for Banana. However, since last couple of years the farmers from other group of crops are also availing the advantages of this technology that include Pomegranate. This was the fifth year after commercializing tissue culture Pomegranate saplings. The activity which was initiated by selling 0.24 million plants in the year 2007-08 is supposed to touch to 5.5 million by the year 2012-13. Farmers are excited with the performance of the Jain Tissue Culture Pomegranate saplings. They receive disease free saplings that they noticed further in the field too and obtained more yield against the conventional planting material.

- Strawberry : Strawberry is one among the important commercial crop even though it is being cultivated on very small area in the country. Presently, the planting material is imported on regular basis in most parts of the country where strawberry is grown. The research team of the Company is working on number of crops for propagating it through tissue culture that are commercially important, strawberry is one among them. The progress of the research work indicates that strawberry would be added in commercial propagation in next couple of years.

R & D Expenditure (Rs. in Million)

Sr. Particulars 2011-12 2010-11 No.

a. Capital Expenditure 269.51 197.38

b. Revenue Expenditure 180.61 102.88

Total 450.12 300.26

c. % of Revenue 1.19% 0.90%

21. Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

by order of the Board

Sd/- Anil B. Jain

Mumbai, 14 August 2012 Managing Director

Mar 31, 2011

To the members,

The Directors present their report on the financial performance, business and operations of the Company for the year ended 31st March 2011.

1. Financial Highlights Rs. in Million (except EPS)

Particulars 2010-11 2009-10

Domestic Sales 27,349 21,735

Export Sales & Services 5,158 5,209

Other Operating Income 802 285

Sales and Operating Income 33,309 27,229

Operating Profit 7,594 6,647

Interest and Finance Charges 2,364 1,943

Depreciation and Amortisation 834 686

Amounts written off and provisions 121 96

Profit before taxation & exceptional items 4,275 3,922 Provision for Tax

Deferred Tax (Asset)/Liability 200 317

Current Tax-Provision 909 670

MAT Credit 201 232

Profit for the year before Prior Period Expenses 2,965 2,703

Prior Period Items- Income/ (Expenses) -12 9

Profit for the year 2,953 2712

Profit b/f from the previous year 4,449 2,851

Balance available for appropriation 7,402 5,563 Out of which the

Directors have appropriated as under;

Proposed Dividend 386 357

Dividend Tax 64 61

General Reserve 300 271

Transfer to CRR 23 425

Balance to be carried forward 6,629 4,449

Earnings Per Share

Basic 7.75 7.17

Diluted 7.74 7.15

2. Operations

The net sales have increased by 22.3% on yoy basis, since exports remained flat at Rs. 5,158 Mn while the domestic sales improved by an impressive 25.6% at Rs.27,349 Mn backed by growth in MIS/SIS (32%), Agro processing (10%) and Pipes(9%). The MIS/SIS growth was primarily due to increased retail sales in States like Maharashtra, Andhra Pradesh, Gujarat, and Punjab and project sales in Karnataka, & Rajasthan. The growth in Agro processing sales were mainly on account of higher demand for mango puree in our European & Middle East markets while growth in Domestic business was on account of continuing robust off-take from MNC beverage company. The pipe growth was due to increased retail business in Maharashtra, Madhya Pradesh, Karnataka, Gujarat and Rajasthan while the Duct distribution, Gas distribution & water distribution pipes, all three segments contributed to the increased domestic sales of the PE pipes.

The operating income includes Rs.554.03 Mn (Rs.142.39 related to 2009-10) due from Government of Maharashtra under eligibility certificate issued under the Industrial Promotion Scheme from DIC, GoM. The EC is valid for a period of 7 years from 30th September 2009 or till the amount of benefit gets exhausted, whichever is earlier.

Due to changes in foreign currency rates, the notional gain was lower by over 85% yoy basis at Rs.102.1 Mn. Even though the tighter monetary regime resulted in an increase of Rs.420 Mn. in finance charges on absolute basis, the impact on cost of sales was flat at little over 7%. The profit for the year was at Rs.2965 Mn. (as against Rs.2703 Mn. last year), an increase of 10%.

3. Dividend Rs. in Million

Proposed Dividend on Preference Shares (4%) 0.23

Dividend Tax-Preference Shares 0.04

Proposed Dividend on Equity Shares 385.89 (50%) Rs. 1/- per Share

Dividend Tax- Equity Shares 64.07

Besides small Preference Dividend payable for partial year (3 months) as above; the Directors propose to the Shareholders a Dividend of Rs.1 per share, on Ordinary Equity Shares of Rs.2 each involving an out go of Rs.385.89 Mn. to all eligible Shareholders and Rs.64.07 Mn. as Dividend Distribution Tax for the year ended 31st March 2011.

4. Sub Division of Equity Shares, Preferential Issue, ESOP related Shares allotment, DVR's

As the Members may be aware the Company had announced a sub division of Equity Shares of Rs.10 each into Ordinary Equity Shares of Rs.2 each on 9th August 2010. The sub division became effective on 1st November 2010 and the new ISIN number for Equity Shares is INE 175A01038.

In terms of the Shareholder's approval of 9th March 2011, the Board of Directors have allotted on a preferential basis as per applicable SEBI (ICDR) Guidelines 2009 6.1 Mn Equity Warrants of Rs.228.15 each aggregating to Rs.1,391.72 Mn against deposit of Rs. 347.93 Mn (being 25% of issue price) by the select Individuals and entities of the Promoter's Group. The Equity Warrants carry an option for request for allotment of Equity Shares of Rs.2 each for cash at a premium of Rs.226.15 each by paying the balance 75% money anytime within 24th September 2012.

During the year under review Associates holding ESOP's equivalent to 45,38,000 opted to exercise the option attached to the their options and applied for 4,538,000 Equity Shares of Rs.2 each at an exercise price of Rs. 61.55 each (2,250 Equity Shares), Rs.82.69 each (2,090,425 Equity Shares) and Rs.113.60 each (2,445,325 Equity Shares). This resulted in an increase in paid up capital by Rs.9.08 Mn and securities premium account by Rs.441.71 Mn.

While after 31st March 2011 Associates holding ESOP's dividend equivalent to 161,625 opted to exercise the option attached to the their ESOP's and applied for 161,625 Equity Shares of Rs.2 each at an exercise price of Rs.61.55 each (1,500 Equity Shares), Rs.82.69 each (134,200 Equity Shares) and Rs.113.60 each (25,925 Equity Shares). This resulted in an increase in paid up capital by Rs.0.32Mn and securities premium account by Rs.13.81 Mn.

The proceeds of deposit amount of Equity Warrants and the Equity Shares allotted against ESOP options exercised have augmented the long term resource base of the Company and hence the Directors confirm having used the funds as per the objects of the said issues.

On the 27th January 2011, the Board Of Directors announced the decision to capitalize reserves and allot Equity Shares of Rs.2 each with Differential Voting Rights (DVR's) and as per requirements of Companies (Passing of Resolutions by Postal ballot) Rules, 2001, the members have passed with requisite majority the resolutions to amend the Capital Clause in the Articles of Association to enable the Company to issue such DVR Equity Shares. Since then the Company has applied on 15th February 2011 through the designated Stock Exchange (i.e. The Bombay Stock Exchange,) the necessary exemption under the under sub-rule (7) of rule 19 of Securities Contracts (Regulation) Rules, 1957 for relaxing strict enforcement of clauses (b) to sub-rule(2) of Rule 19 thereof in respect of proposed Bonus Issue of DVR Equity Shares. The exemption applied for above is still awaited and Company shall fix a "Record Date" soon after the SEBI exemption is received and the SE's give "in Principle" permission for listing of the DVR bonus Shares. Thereafter the process of allotment and issue of DVR Equity Shares shall be completed expeditiously.

5. Resource mobilization and capacity expansion

During the year under review, the Company has raised from international financial markets / institutional lenders, further Buyers Credit/ Foreign Currency unsecured Loans based on LIBOR linked rate at competitive pricing. Total amount sanctioned and disbursed is CHF 17.75Mn (equivalent to Rs.826.5 Mn). The loan amounts are being used by the Company for the expansion and modernization activities in MIS/ SIS business. The Company has invested an amount of Rs.3,594 Mn on capital expenditure to increase the capacity in various divisions. An amount of Rs.1,962 Mn has been spent on capital expenditure for the MIS/SIS

division by increasing the capacity of 53,060 MTPA. Rs.321 Mn has been spent on capital expenditure for the piping segment adding in excess of 33,645 MTPA in the segment. Rs.647Mn has been spent on capital expenditure for the Agro processed division. An amount of Rs.15 Mn has been spent on capital expenditure for Tissue Culture segment to increase the capacity by 5 Mn plantlets. The Company has spent an amount of Rs.141 Mn in Green Energy/Solar business while it has started a Solar PV manufacturing facility at an initial cost of Rs.122 Mn during the year under review. An amount of Rs.385 Mn was spent towards strengthening the common corporate service infrastructure.

6. Significant Awards, Accolades & recognitions

The Company has received several awards on International and National, State level during the year under review, however significant amongst them are:

- IFC's (partofWorld BankGroup) Client Leadership Award for "pioneering work to promote sustainable agriculture and raise farmers' incomes through the efficient use of water, energy and fertilisers"

- The Financial Times London and Arcelor Mittal Boldness in Business Award in Environment category for 2010 for "For pioneering drip irrigation in India, it worked tirelessly and drove the growth of this simple yet highly effective technology. It multiplied yields at considerably lower water usage. Wastelands could now be cultivated and greened. More Crop Per Drop made real difference to environment. Jain Irrigation went beyond offsetting its carbon footprint and achieved sustainability on a more fundamental level".

- Recently, the Company was granted US Patent 7963569 titled Ãlocking pipe joint and method of making the same'.

onion for Jain Irrigation Systems Limited in 1996. This acquisition gives JISL a possibility of addition of many more products in its Food Division product range. It brings JISL one step closer to the market. The Company received a prestigious Food Manufacturing Excellence Award after acquisition. SQFL has started Juice Trading Division for which Juices are procured from different parts of the world.

Harvard visit of farmers

Two small but successful farmers who started small time but are shining examples of how technology & innovative cultivation methods transformed lives of farmers in the country were part of an invited delegation at Harvard Business School. The farmers made a full scale presentation the delegates at Harvard School and also faced some questions-answers from those present. These farmers have used your Company's product & technology and are proud customers.

THE Machines acquires PRO-TOOL AG

Recently, THE Machines, a multi-generation subsidiary of the Company has acquired 75% stake in Pro-Tool Ag, Wynau, Switzerland, a Swiss Corporation active in Plastic Injection Mould manufacturing, engineering and tool manufacturing. The Company has ability to acquire balance 25% based on prefixed valuation of the Company in next 10 years. By this acquisition the engineering capabilities of the group get further enhanced specially in the field of plastic mould making.

8. Other strategic and major developments post March 2011

We have been engaged in solar business for more than 17 years and we believe solar energy systems and products are a large potential business. The Government of India, Ministry of Non Conventional Energy has also launched the Solar Mission under which it has targeted:

- to create an enabling policy framework for deployment of 20,000 MW of solar power by the year 2022;

- to achieve 15 million square meters of solar thermal collector area by 2017 and 20 million square meters by 2022;

- to deploy 20 million solar lighting systems for rural areas by 2022; and

- to achieve these objectives through the private sector making focused efforts in the solar thermal and energy areas.

Our solar division had income of Rs.358.5 million for the year ended March 31, 2011. As a small division, we believe it could not get the desired attention of a business having huge potential. We aim to focus on this business as a separate and standalone entity and to exploit non-conventional sources of energy mainly through "solar systems applications". In Fy 2012 we will transfer the assets of our solar business to a 100% owned Indian subsidiary. Our solar business comprises of manufacturing, installation, and operation of solar water heating systems, solar photovoltaic appliances and solar pumps. We believe that consolidating this business within a single subsidiary will help us focus on this business, which we believe will have strong growth in the future.

Company has not yet launched the proposed issue of 331 Mn Equity shares of Rs.2 each under Qualified Institutional Placement / FCCB/ EDR/ GDR due to uncertain market conditions. The Board shall take decision at an appropriate time and keep the Shareholders informed through websites of BSE/ NSE for any development on the subject.

In it's pursuit to become a global leader around its core domain of agri-business, your Company has acquired a rich pool of tacit and direct knowledge on the customer base (small farmers) through its strong dealer network. One of the key observations that Company has developed over its long establishment period is the inadequacy of and/or untimely credit that the small farmer segment is delivered for his agricultural needs. In this context, your Company has promoted a NBFC namely Sustainable Agro Commercial Finance Limited - with the overall objective of serving the small farmer and rural constituency in bridging the current gap. This will help the Company to reduce receivables in the balance sheet and significantly improve working capital cycle for the Micro Irrigation business. Company has made an application to Reserve Bank of India for license. IFC (World Bank Group) has agreed to become 10% share holder of proposed NBFC.

In Karnataka new Micro Irrigation Corporation namely Anthara Gange Sukshama Niravari Nigam has been launched by State Government to promote the spread of MIS/SIS in the state. After Andhra Pradesh, Gujarat and Tamil Nadu this is the fourth state to have started a special corporation for spread of MIS/SIS in state with central assistance. This will help to channelize the funds systematically into the development of MIS/SIS in the Karnataka State and the potential to cover larger areas under the MIS/SIS is enhanced with this recent development.

At the new proposed location in Alwar, Rajasthan the Company has commenced activities to install following capacities for products as under:

Product Capacity per annum

MIS 17,200 MT

Pipes 42,200 MT

Fittings (GH/PH/Nur./Shade H.) 16 lac sq. mtr. Tissue Culture 50 lac plants

Dehydrated Vegetable 3,000 MT

Solar 10 lac nos.

and hope to commence commercial operations for plastics business at above location from October 2011 onwards. The plant will generally serve the Northern Indian market which has exhibited a large growth potential.

9. The operations of subsidiaries

The Mauritius based direct subsidiary of the Company has earned an income of $ 116,066 and made a net loss of $ 810,872. Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report. The resources of the subsidiary have been further strengthened by infusion of $8.5 Mn. as loan during the year under review. The Netherlands based direct subsidiary of the Company has earned an income of $939,000 and made a net loss of $388,047. Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report. The resources of the subsidiary have been further strengthened by infusion of $1.5Mn as Equity Capital/Share premium and loan of $2 Mn during the year under review.

Other Subsidiaries

Information on operations of other subsidiaries including new acquisitions has been covered in Management Discussion and Analysis in this report.

10. Employee Stock Option Plan (ESOP)

The implementation of Employees Stock Options and Shares Plan, 2005 (ESOP-2005) has continued during the year under review. Thus four lots are now issued to eligible employees including whole time directors, and key management personnel. No employee has been issued options entitling such person to subscribe to more than 1% of Equity Share capital of the Company.

11. Directors retiring and their background

Retiring Directors

Shri. D.R. Mehta and Shri. Ghanshyam Dass are retiring by rotation and being eligible offer themselves for reappointment at the ensuing AGM. Dr.Arun Kumar Jain, Additional Director retires at the ensuing AGM. The Company has received a proposal to appoint him as Director liable to retire by rotation and it shall be placed before the meeting for Members decision on appointment.

On 5th October 2010 of Shri. A.R. Barwe the then Chairman of Audit Committee and an Independent Director on Board of the Company died. He had been with the Company as a Director since August 2002 and had played important part as Audit Committee Chairman in difficult times in the early part of decade. The Board of Directors wish to place on record their deep appreciation of the invaluable services rendered by him as an Independent Director and Chairman of the Audit Committee of the Company for a period of above 8 years.

In terms of the Corporate governance requirements, given below are the brief resume of each of the retiring directors:

Shri D.R. Mehta was appointed on 26th December 2007. He joined Indian Administrative Service in 1961 and held important positions in the Govt. of Rajasthan and later in Govt. of India. He was the Chairman of Securities and Exchange Board of India (SEBI), an apex regulatory body that deals with the regulation and development of the capital market in India. He has been credited with transforming the Capital Market in India into a modern, efficient, safe, vibrant and a very investor friendly one. His prior prestigious postings include the Deputy Governor of Reserve Bank of India, Director General of Foreign Trade, Ministry of Commerce, and Additional Secretary, Banking, Ministry of Finance. Born in 1937, he is a graduate of Arts and Law from Rajasthan University. He also studied at Royal Institute of Public Administration, London and Alfred Sloan School of Management, MIT, Boston. There is another side to this sterling personality-human side. A man of compassion, he set up the Bhagwan Mahavir Viklang Sahayata Samiti in 1975. He was conferred the Padma Bhushan civilian award on 5th May 2008 for Social sector Work. Shri. Ghanshyam Dass was appointed on 25th August 2009. He has had an outstanding career in domestic, international banking and Capital Markets for over 32 years, during which he developed a firm understanding of the complexities of international markets. He is thoroughly familiar with the regulatory and business environment in USA, European Union, South East Asia, The Middle East, India and other major money-center locations. Mr. Dass is an Advisor to Intel Capital, Task Force, Founder Member Association of Outsourcing Professionals (AOP), Member Academic Council Ã Union Bank School of Management, Member of the CII National Council on Corporate Governance and Regulatory Framework and CII National Committee on Capital Markets and Government Nominee on the Governing Council of The Institute of Company Secretaries of India (ICSI). Mr. Dass is a member of Brickwork Ratings Committee (A Credit Rating Agency) and Vice President Karnataka Athletics Association.

Dr. Arun Kumar Jain was appointed as an Additional Director on 4th April 2011 He is one of India's best known strategy scholars and author. Widely traveled, he has taught at leading Universities in USA, UK, Greece, France, Germany, and Singapore. He holds honorary chairs as Distinguished Professor of Corporate Governance and Strategy at SP Jain Center for Management, Singapore & Dubai, and Affiliated Professor of Strategy, International Business and Corporate Governance at EM Strasbourg School of Business, Strasbourg (France's largest University) and previously Research Chair Professor at German Graduate School of Business and Law (Germany) and Chairman & President of Center for Accelerated Learning, Innovation, and Competitiveness (Germany). His research has been published in international journals including Harvard Business Review. All his books on general management, viz. Competitive Excellence; Corporate Excellence; and Managing Global Competition have received India's Best Book Awards. His two textbooks, Crafting and Executing Strategy (running in 16th edition) and International Business (in 6th edition) are standard MBA texts in India and abroad.

Dr. Jain is a gold-medalist mechanical engineer (having received the ÃAll-Round Best Student' award), Ph.D. from Indian Institute of Management-Ahmedabad (having received IFCI Outstanding Doctoral Research Award), and an alumnus of IFC-World Bank. Before joining full- time Indian Institute of ManagementÃLucknow (India), he was a faculty at IIM-Bangalore. Professor Jain has presented delivered keynotes at Council of Europe (Strasbourg), Global Corporate Governance Forum at Washington, World Bank/IFC, Bundesbank (Germany), Global Forum for International Investment (Paris), OECD at Paris and Copenhagen, UNCTAD, MITI (Japan), European Union (Brussels), Commonwealth Secretariat (UK), India-Germany Business Forum (Germany), etc.

12. Director's Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed except, to the extent indicated in notes;

ii) the accounting policies are selected and applied consistently and are reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011, and, of the profit of the Company for the year ended 31st March, 2011;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the financial year ending 31st March, 2011 on a Ãgoing concern basis'.

13.Material Developments in Human Resource

i] Associate Engagement

Apart from the overall development of our associates, the Company is adopting various HR initiatives for bringing in the feel of "organization as a large family" amongst not only the associates but also the families of the associates in a systematic manner.

Pilgrim tours were undertaken for the associates above the age of 45 and their parents and grandparents. Total 7 pilgrim tours of 10 days each involved 137 associates and 189 parents and grandparents.

People in general find it awkward to discuss about the issue of infertility and it leads them to not taking proper guidance / treatment for the same. 29 Associates having infertility issues were identified and counseling and proper medical treatment, all expenses paid, was initiated for them.

Our efforts which started with conducting Intelligence Quotient and Aptitude Test and the special coaching to the children of our associates yielded good results and first batch taking up SSC examinations produced 100% result.

Apart from the academic coaching, a 15 day residential "Personality Development" camp was organized for the children of our associates. 113 children of the associates benefited from the program.

The practice of providing educational scholarships to the children of associates on need and merit basis continued. 261 children of our associates benefited with the scholarship amounting to Rs.3.86 Mn.

Initiative for the visits of family members of the associates to all the Jalgaon plant locations of the Company, giving them information about work culture and importance of the job their family member is being continued. Total 115 visits involving 4,537 family members of 984 associates were conducted.

As a recognition of the performance and the long service, 47 more Tata Nano cars were presented to the deserving associates on the occasion of "Bhaubeej" (Diwali) in 2010.

Apart from the then limited coverage, the Company has decided to cover all the associates who have completed more than two years of service under the umbrella of "Superannuation". Total 3,523 associates were benefited.

a) Social Involvement :

Once again on demand of the blood banks, a Blood donation camp was organised wherein 588 units of blood was collected.

b) Training : The Training and Development details are as under,

In House Faculties External Faculties Total No. of No. of Location Man No. of Duration No. of Duration Asso- Asso- Programs (Hrs) Programs (Hrs) Hrs. ciates ciates

Agri Park 44 509 1352 7 11 154 1506

Plastic Park 395 5178 16627 12 36 742 17369

Food Park 97 3732 8529 22 45 1064 9593

Orient -ation 9 327 13080 Ã Ã Ã 13080

Engineer 8 418 86944 Ã Ã Ã 86944 Training

Overseas 6 53 3844 Ã Ã Ã 3844 Training

Total 559 10217 130376 41 92 1960 132336

ii] Recruitment

The recruitment drive continued throughout the year looking for the right people which also included the on Campus selection for Engineering Graduates from agriculture field all over the country. The recruitment was done on the basis of demonstrated and potential ability, compatibility with the organizational culture, merit, openness and fitness with son of the soil empathy. The tally reached to 1,504 gross additions during the year under review.

The permanent employee strength of the Company as on 31st March 2011 was 6,504.

14.Corporate Social Responsibility & Sustainability Report

The rural development work is carried out through the group entities Gandhi Research Foundation [GRF]

(a S. 25 Company under the Companies Act 1956) and Bhavarlal and Kantabai Jain Multipurpose Foundation [BKJMF] (A registered public charitable trust) both recognized for benefit of S. 80G of the Income Tax Act 1961 and rules made thereunder. During the year under review the above institutions have been given donations of Rs.41 Mn and Rs. 21 Mn respectively to meet their objectives. A brief of their significant contribution is given below :

Activities of GRF

GRF has adopted following objects :

- Dissemination of Gandhiji's teachings for welfare of humanity.

- Establishment of international research and study center for the dissemination of Gandhiji's teachings.

- Collecting and preserving all Gandhiji resource material under one roof.

- Carry out Rural Development Programmes.

A 60,000 sq. feet building is planned to house a Museum, Library, Class Rooms. While lots of books, periodicals, photographs, films, voice recordings, stamps, artifacts, memorablia etc have been collected for the above museum. To disseminate thoughts of Gandhiji a scheme of approaching young minds in schools an examination is run under the name Gandhi Vichar Sanskar Pariksha in 22 districts and 31,480 students participated. An exhibition ÃMohan to Mahatma' and ÃSatyagraha' is taken regularly to schools, colleges and other educational places to educate children on Gandhiji's thoughts.

6 villages - Wakod, Shirsoli PB, Shirsoli PN, Takarkheda, Mohadi and Kadauli- in the Jalgaon district have been adopted for educational, health and sanitation work.

Activities of Anubhuti

Run by BKJMF, the Anubhuti school has been recognized and has won Green School of the year in change makers category for the year 2010. The annual awards are held under the aegis of Centre for Science and Environment (CSE). Over 5,000 schools from all over the country participated and 600 were shortlisted and the award winners were then selected for 1,2,3 positions. The first batch of Standard X students did the school proud by producing spectacular results at the 2011 Board Examinations.

A new School, Anubhuti-2 has been established for below poverty line (BPL) students. Standard 1 and 2 (3 sections each) have started functioning since July 11, 2011. The necessary infrastructure is in place. Standard 3 and 4 are planned for academic year 2012-13 and 2013-14 respectively.

Sustainability Efforts

Sustainability is ingrained in the philosophy of Jain Irrigation. We create value not only to the stakeholder in the terms of prosperity, but, we care for nature and environment. Our each and every step is to strike the balance between the developmental needs and caring for the nature and our human resources. We are proud to enter into first 100 of the global

Cleantech companies. The Global awards "Boldness in Business" in Environment Category by Arcelor Mittal Group. The Ãbest water company award by UNESCO, Ministry of Water Resources and WATER magazine are the epitome of the "sustainable" success of the organization. The Indian Chambers of Commerce, Kolkata bestowed upon us the "Sustainability Vision Award 2010" for sustainable business model. In 2009 we came up with first sustainability report as per GRI and also worked on the concept of Water Foot Printing on onion supply chain. This was unique as it had included the sustainable strategy part for the first time devised by water foot printing network of which we are member. Both of these reports are available online. Jain Irrigation's sustainability team is working to get its four CDM projects through the validation process. The work of biodiversity indexing of the Jain Hills watershed has been completed and will be published soon. The new concept of "sustainability accounting and reporting" is on anvil, which is hardwiring the sustainability in the economic and financial aspects of the Company. To streamline our effort towards corporate sustainability we are now members of the TERI-BCSD (Business Council for Sustainable Development). We are working speedily and expanding our horizon on the concept of JAINGAP. We are presently under implementation stage for the EN 16000 for Energy Management Systems, ISO 14064 for Green House Gas Management Systems and SA 8000 for Social Accountability. This is beyond the present ISO systems standards of 9000, 14000 and 2200 family, and OSHAS 18000. Now, we are under the process of preparation of our second Sustainability report which will cover all the information, process and materiality related to Economic, Environment and Social aspects of the organization in the year 2009-10 and 2010-11. The report will be published in mid of Dec-2011. This will cover all the plants and operations in India and USA. Our first report was published for the year 2008-09. This report will also cover the stakeholder engagement process and policy for sustainable future is under process and will be reflected in the report of 2011. The organizational support for the CSR activities for Rural Village Development, Gandhi Research Foundation, support for development of sports and sportsmen are also reflected in the upcoming sustainability report.

15. Environment Health and Safety performance

The following steps have been initiated during the year 2010-11 :

- Jain Irrigation Systems Ltd. is certified for OHSAS 18001, an Occupational Health and Safety Management System now for its Jalgaon, Hyderabad and Udumalpet Plants.

- The Company has integrated the Quality Management Systems (9001), Environmental Management System (14001) and Occupational Health and Safety Management System in all its certified plants.

- Plastic Park Bambhori has installed Fire Hydrant system for its manufacturing units with 6,00,000 liters of water storage, nearly 9,000 meters of pipeline, and 179 hydrant points covering 128 acres of manufacturing facility.

- Substantial reduction in noise levels (90 to 79 dB) in casing pipe production is achieved by incorporating noise absorbers in blower system.

- Auto feeding system of material established in various machines has avoided manual loading operation, enhancing safety of operation.

- Air Compressor with AC drives has increased life of oil that made them more environment friendly with less waste generation.

- Introduction of runnerless Moulds for inline emitters has totally eliminated wastage generation.

- Plastic park uses solar pumps for its entire demo operations and development works, promotion renewable energy uses.

- Manufacturing plants in new buildings capture the rainwater and use it for processing.

- Introduction of new Take Up mechanism in dripline has eliminated human interaction and eliminated the risk.

- New Generation chilling plants in dripline manufacturing unit are more environmental friendly eliminating usage of F22, an Ozone Depleting Gas.

16. Internal Controls and Management Information Systems

Background

The Company has been actively working on the transition to a single software platform. The Company studied the various SAP implementation strategies used by Micro Irrigation / Pipe / Food and Energy businesses and began communicating with several Implementation Partners of SAP. After developing a thorough understanding of best practices, the Company decided to leverage its operating structure through a SAP implementation.

By consolidating IT systems, SAP will enable simplified and standardized work processes across all facets of Company's' complex and diversified businesses, while enhancing the Company's customer service culture and driving operating efficiencies.

Implementation

The Company engaged 60 associates to identify the functionality required in the Company processes. This group of associates has complemented an experienced full-time project with the team of more than 40 SAP consultants from our implementation partner, Wipro India Ltd and 10 SAP consultants from our SAP advisory partner - KPMG advisory Services and a cross- functional group of Jain Irrigation Systems Limited's business leaders.

The Company continued with the standard design, configuration and implementation of its SAP system, however based on the business requirement certain processes were customised.

The Company has Implemented SAP (Leading ERP business solution software) to support its strategy of unifying business processes, information, and IT systems across its manufacturing operations and depots in India.

We are glad to share that we successfully went live on Finance and Controlling, Sales and Distributions, Material Management, Production Planning and Quality Management and Plant Maintenance Module on August 15, 2010. SAP has now replaced legacy systems at all manufacturing units, depots and offices across India. As is expected Company did face some issues in initial period most of which have been resolved.

Economic Benefits

The Company has identified the areas having substantial potential economic benefits - Inventory Management, price management and administrative and operating efficiencies. The Company is highly confident that these benefits can be realized.

Internal Controls

SAP implementation allows a number of strategies to implement internal control in the business application through process mapping, segregation of duties, authorisations. your company has done the review of SAP functionality and controls check from Ernst and young Pvt Ltd. Their suggestions are being implemented. Independent of a SAP functionality and control check, your Company is proactively identifying the areas for further improvement which shall remain an ongoing process.

Future Plan

The Company has plan to integrate its IT infrastructure by rolling out SAP at foreign subsidiaries to further streamline Manufacturing, Supply Chain, local and global reporting, analysis in a common enterprise wide format. It will provide better collaboration with our worldwide units, transparency and efficiency for global operations.

17. Fixed Deposits

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed / overdue deposits as on 31st March, 2011.

18. Auditors

The Auditors, M/s.Haribhakti and Company, Chartered Accountants, Mumbai have furnished a Certificate under Section 224(1B) of the Companies Act, 1956 that their proposed re appointment, if made, will be in accordance with the said provision of the Companies Act, 1956. The Audit Committee has recommended that m/s Haribhakti and Company, a firm of Chartered Accountants, Mumbai to be reappointed as Statutory Auditors. The Shareholders may reappoint the Statutory Auditors as per AGM Notice attached separately.

19.Promoters Group for the purposes of SEBI(Substantial Acquisition of Shares and Takeover)Regulations, 1997

In pursuance to clause 3 (1) (e) (i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 the representative of Promoters' Group of the Company has filed the following list of the individual Promoters and Corporate entities of Promoters Group as under:

A. Individuals

Sr. No. Name of Promoter

1 Shri Bhavarlal H. Jain

2 Shri Ashok B. Jain

3 Smt. Jyoti Ashok Jain

4 Arohi Ashok Jain (N/G Ashok B Jain)

5 Aatman Ashok Jain (N/G Ashok B Jain)

6 Shri Anil B. Jain

7 Smt. Nisha A. Jain

8 Athang Anil Jain

9 Amoli Anil Jain (N/G Anil B. Jain)

10 Ashuli Anil Jain (N/G Anil B. Jain)

11 Shri Ajit B. Jain

12 Smt. Shobhana Ajit Jain

Sr. No. Name of Promoter

13 Abhedya Ajit Jain (N/G Ajit B. Jain)

14 Abhang Ajit Jain (N/G Ajit B. Jain)

15 Shri Atul B. Jain

16 Dr. Bhavana Atul Jain

17 Anmay Atul Jain (N/G Atul B. Jain)

B. Corporate Entities

Sr. No. Name of Corporate Entity

1 Atlaz Technology Pvt. Ltd

2 Cosmos Investment & Trading Pvt. Ltd.

3 Jalgaon Investments Pvt. Ltd.

4 Jain Brothers Industries Pvt. Ltd.

5 JAF Products Private Ltd.

6 Jain Extrusion &Moulding Pvt. Ltd.

7 Jain Green Energy Ltd. (Formerly Jain Solar Systems Limited)

8 Labh Subh Securities International Ltd.

9 Pixel Point Pvt. Ltd.

10 Stock & Securities India Pvt. Ltd.

11 Adhunik Hi Tech Agriculture Pvt. Ltd. (Formerly Gauri Hi Tech Agriculture Pvt. Ltd.)

12 Jain Investments & Finance BV, Netherlands

13 Jain Overseas Investment Ltd., Mauritius

14 Jain investments A.G., Switzerland

C. Trust Entities

Sr. No. Name of Trust Entity

1 Jain Family Holding Trust

2 Jain Family Investment Trust

3 Jain Family Entreprise Trust

4 Jain Family Investment Management Trust

5 Jain Family Trust

20.Particulars of Employees

As per provisions of Section 217 (2A) of the Companies Act, 1956 only eight of the persons in employment of the Company have drawn remuneration in excess of Rs. 500,000/- per month, during the year under review or part thereof as per details in the Annexure to this report.

21. Particulars of energy conservation, technology absorption, research and development, foreign exchange earnings and outgo.

A) Energy Conservation

Plastic Park

The following steps have been initiated during the year 2010-11:

- Introduction of all electric injection molding machines has given 40% of energy saving compared to conventional injection moulding machines.

- Continuing the productivity improvement JISL developed nearly 80 new moulds of multi cavity inhouse and 45 moulds from outsourcing, which has enhanced productivity and saved nearly 25% of energy compared to single cavity moulds.

- State of the art injection moulding machines with servo motor drives installed, consumes nearly 30% less energy compared to conventional Injection Moulding Machines.

- Introduction of variable frequency drives with pressure regulation in air compressor units in injection moulding and MIS pipe have resulted yield 30% reduction in energy consumption.

- For all PVC Pipe production all the socketing operations are made online. This has given 10% energy conservation.

- Energy monitoring is streamlined with incorporation of energy meters at all critical consumption points.

- New generation chilling plants introduced in dripline production are saving 10% energy compared to conventional cooling tower.

- Various efforts in all departments at plastic park have resulted in total saving of 26,77,193 kWh of electrical energy during 2010-11.

B) Resource Conservation

Plastic Park

The following steps have been initiated during the year 2010-11:

- In dripline manufacturing a state of the art recycling machines facilitate direct "Waste to Granules" at single station, thereby eliminating grinding operations as well as facilitates complete utilisation of rework material.

- Introduction of online socketing operations in pipe production eliminated 84,000 Kms of tractor movement saving 8,400 litres of diesel during 2010-11.

- All Electric injection moulding machines reduced 500 liters of hydraulic oil per machine reducing waste generation.

Agri Park & Tissue Culture

During the year the measures taken for reduce energy consumption are as follows :

- Instrumentation : The lab has in place an instrumentation facility which includes general instrumentation and centralized instrumentation. By adopting the centralized instrumentation, we are able to reduce energy consumption by about 30%.

- The innovative process developed for micro- propagation of banana has enabled us to save 25% electrical energy.

- At banana hardening center nine solar power operated pumps totalling 75 HP has been installed to replace one 63 kva power generator and to fulfill increased power demand.

- 10 numbers of solar based water pump have been installed for irrigation to substitute electrical energy at our research farm.

Food Park

30% of the energy requirement of the division is now met through the renewable resources, post commissioning of the Bio-gas plant last year. Apart from generating electricity, the project is now utilising the waste heat to run vapour absorption system thereby resulting in 15% reduction in refrigeration load.

The division is now in the process of installing a Bio- mass/Bio-gas boiler, which will result in 20% of the steam requirement being met by renewable resources.

Solar/Green Energy

The 1.7mw Bio Gas Plant becoming fully operational has resulted in substantial energy conservation during the year.

C) Technology Absorption

Plastic Park

- Company has imported and established Rapid Prototyping technology. This has facilitated Company to develop the new products First Time Right and reduced the product development time giving full security to in-house design.

- Technology of high precision, high speed, low cycle time injection moulding is imported from Europe and established. This technology absorption with high cavitation moulds enhanced productivity by 1200%.

- First of its kind in the country, high capacity extrusion machines are established with 1500 kg/hr of through put.

- Company has established ERP (Enterprise Recourse Planning) SAP system for its entire business operations, thereby integrating various island activities and obtained real time business project status.

Agri Park & Tissue Culture

- At R&D laboratory center few new sophisticated instruments viz. Real-time Polymerase Chain Reaction (PCR), fluorescence spectroscropy, auto titrator and lyophilizer were added.

- The new process developed for micro propagation of banana has been taken up for production with better efficiency.

- A new approach has been developed for soil analysis and fertilizer recommendation for sustainable farming by introducing a Soil Health Card which addresses the soil nutrient status and provides scope for recommendation of nutrients for various crops in question.

Food Park

The technology for unloading and pre-treatment of fruits developed in-house by the Company few years back has now been fully commercialised in all the plants.

Energy Park

Solar application R&D equipped with advanced instruments required for electronics R&D has been fully absorbed/ developed.

D) Research and Development

Agri Park & Tissue Culture :

- In tissue Culture a new protocol has been developed for producing micro tubers of Potato. This work had been initiated after the enquiries received from few of our domestic and international customers associated with fruit & vegetable processing. The achievement will attract potato processor / farmers in propagating their valuable planting material through tissue culture while organization will get a benefit to increase the business.

- An innovative process has been developed for micropropagation of banana with reduced energy, increased work efficiency and less space requirement. This will help organization to increase the production capacity minimum by two fold.

- Onion : During the last year we could release a new hybrid of high solid onion variety for contract farming.

- Isolation of methane producing micro organisms (methanogens): The biotech lab has standardized and optimized protocol for isolation of Methanogens through its identification in in vivo / in vitro cultures.

- Study of Molecular mechanism of Flowering : Flowering is a very important biological phenomenon. Banana improvement through conventional means is very laborious and time consuming and with the intervention of modern bio-technological approaches, this task becomes relatively easier, as we know its crop biology. To understand how the flowering is regulated in Musa, at the molecular level, this research becomes pertinent. The full length FT3 gene has been cloned and the sequence has been submitted to National Centre for Biotechnology Information (NCBI) data base.

- Cloning & Sequencing of Jatropha Mosaic Virus (JMV) : Jatropha is infected by Mosaic Virus (Jatropha Mosaic Virus, JMV), resulting in to serious damage to crop. We tried to characterize the JMV. It has been found out that there are two componants of DNA in JMV of approximately 2.7kb. Both the components were cloned and sequenced. Both these sequenced DNAs have been submitted to NCBI database.

- Rice Cultivation under Drip Irrigation : As reported earlier this project has entered into new phase of adoption and now the technology we are demonstrating it at farmers field.

Food Park

Following projects were initiated in the year and few of the projects have since been completed.

1. Conservation of Water and improving microbiology of Onions.

2. Improving quality of stored Onions to avoid wastage in storage and processing.

3. Improving quality of the Dehydrated Onions.

4. Modification in the pre-treatment process of Mangoes to improve quality.

Green Energy/Solar Park

Following projects were initiated in the year and few of the projects have since been completed

- LED & CFL street light, home light, lantern developed as per Ministry of Non Conventional and Renewable Energy (MNRE) Specification & approved from by the MNRE.

- Enclosure developed for Luminary products.

- Solar Pump controller development has started.

- SMS Data logger development has started.

- Technological study of grid tie and off grid Inverters .

New Products Developed (R&D) Plastic Park

- In the area of MIS & SIS nearly 65 new elements are developed. This has extended the range of some of existing products and added new features to some products.

- Company has developed manufacturing process for production Total Lead and Tin Free casing pipes, column pipes & plumbing pipes, thereby making the product more environmental friendly.

- New pump connector developed in Sprinkler system has eliminated additional top pump connector, resulting in reduction of inventory.

- Development of Single Metal Clamp Plus has eliminated metallic ring in the assembly there by conserving natural resources and energy required for its production.

R & D Expenditure (Rs. in Million)

Sr. No. Particulars 2010-11 2009-10

a. Capital Expenditure 197.38 146.52

b. Revenue Expenditure 102.88 48.48

c. Total 300.26 195.00

d. % of Revenue 0.90% 0.72%

22.Acknowledgement

The Directors take this opportunity to place on record their appreciation of whole hearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

by order of the Board

Sd/- Anil B. Jain

Mumbai, 5th September 2011 Managing Director

Mar 31, 2010

The Directors present hereby their report on the business and operations of the Company and the financial statements for the year ended 31st March, 2010.

1. Financial Highlights Rs. in Million (except EPS)

Particulars 2009-10 2008-09

Domestic Sales 21,735 16,623

Export Sales & Services 5,209 4,886

Other operating Income 285 280

Sales and Operating Income 27,229 21,789

Operating Proft 6,647 3,972

Interest and Finance Charges 1,943 1,611

Depreciation and Amortisation 686 473

Amounts written off and provisions 86 50

Profit before taxation & exceptional items 3,932 1,838

Exceptional items (Service tax disallowed) -- -- Provision for Tax

Deferred Tax (Asset)/Liability 317 615

Current Tax Ã provision 671 206

MAT Credit 232 -206

Fringe Benefit -- 21

Proft for the year 2,712 1,202

Profit b/f from the previous year 2,851 2,462

Balance available for appropriation 5,563 3,664 Out of which the Directors have appropriated as under;

Proposed Dividend 357 219

Dividend Tax 61 37

General Reserve 271 120

Transfer to CRR 425 437

Balance to be carried forward 4,449 2,851

Earnings Per Share

Basic 35.84 16.12

Diluted 35.77 16.03

2. Operations

The net sales grew by 25% on yoy basis. The domestic sales grew at an impressive 30.8% to Rs.21,735 mn on the back drop of a robust demand in MIS/SIS, Fruit processing and PE/PVC piping segments. Exports grew 6.6% at Rs.5,209 mn despite a severe slowdown in the world economy and specially in western world post October 2008 financial crisis. The notional gain on account of foreign currency fluctuations at Rs.7 1 1 . 0 7 mn (as against loss of Rs.777.23mn last year) does not impact the cash flows. Thus, the operating profit at Rs.6,647 mn improved by 67.4% reflecting the continual improvement in resource utilization and economies of scale.

The profit for the year is higher than the earlier year by about 125.7% at Rs.2,712mn. For the first time the Company has reported free cash flows of Rs.530 mn.

3. Dividend

An amount of Rs.13.54 mn is payable as Dividend on the Redeemable Preference Shares issued by the Company as per predetermined coupon rate and an amount of Rs.2.30mn is payable as Dividend Distribution Tax on the said Preference Dividend. The Board of Directors have recommended to the Shareholders for declaration at the ensuing AGM a dividend of Rs.4.50 per share to the eligible Shareholders. The said dividend is expected to result in a cash outgo of Rs.343.32mn while the outgo on the Dividend Distribution Tax on the said dividend works out to Rs. 58.35mn.

4. Preferential Issue, ZCCB Conversion, ESOP allotment and use of the proceeds

On 9th April 2009, as per Shareholders authority in GM dated 26th March 2009 a total of 1,997,780 Equity Shares of Rs.10 each were issued to the International Finance Corporation, (IFC) as arm of world bank in Washington on a Preferential basis. The Allotment resulted in an increase of Rs.19.98 mn in Share Capital and Rs.700.02 mn in Share Premium reserves. Additionally, holders of 9,350 Bondholders of the Zero Coupon Convertible Bonds of $1,000 each who opted for the conversion in terms of the Offering Circular dated 24th March 2006 during the year were allotted 1,200,166 Equity Shares of Rs.10 each resulting in an increase of Rs.12 mn in Share Capital and Rs.402.76 mn in Share Premium reserves. During the year under review Associates holding employee stock options worth 456,790 Equity Shares of Rs.10 each opted to exercise their option and applied for 456,790 Equity Shares of Rs.10 each at a discounted (Original price Rs.410.35 per shares) exercise price of Rs.3 0 7 . 7 6 per share. This resulted in a share capital increase of Rs.4.57mn and accretion to securities premium account of Rs.182.88mn

However, till date in Fy 2011, further 192,540 Equity Shares of Rs.10 each were issued to the holders of the 1,500 Zero Coupon Convertible Bonds of $1,000 each who opted for the conversion in terms of the Offering Circular dated 24th March 2006. Hence after Fy 2010, an amount of Rs.1.93mn has been added to the Share Capital of the Company while an amount of Rs.64.61mn has been added to the Securities premium account of the Company. Board is happy to report that all of the bondholders have opted for the conversion of ZCCBs into Equity Shares. There was no impact of the conversion of ZCCBs on the cash flows of the Company during the year as money was raised in Fy 2006 and utilised in Fy 2 0 0 7 .

The proceeds of allotment to IFC Washington and the ESOP allotment has augmented the long term resource base of the Company and have been used as per the objects of the issue.

As you may be aware, pursuant to approval of Shareholders on the 19th October 2007, the Company allotted 8.6 mn Equity Warrants to the Corporate Entities of the Promoters Group on Preferential basis under the applicable SEBI (DIP) Guidelines. The subscribers had paid an amount of 10% (Rs.411 mn approx) at a price of Rs.478.15 each. Out of the above, the subscribers of Equity Warrants had opted for conversion of 1,102,600 warrants and as a result 1,102,600 Equity Shares of Rs.10 each were issued to the holders of the warrants in Fy 2009. However, 74,97,400 warrants lapsed as the holders thereof did not exercise the conversion rights. Hence, as per terms of the issue an amount of Rs.358.49 mn was forfeited. The proceeds of forfeited warrant deposit appropriated on the conversion option not being exercised has augmented the long term resource base of the Company.

5. Resource mobilization and capacity expansion

During the year under review, the Company has raised from international financial markets / institutional lenders, further External Commercial Borrowings (ECBs) / Foreign Currency Loans based on LIBOR linked rate at competitive pricing. Total amount sanctioned and disbursed is $30mn. The loan amounts are being used by the Company for the expansion and modernization activities.

The Company has invested an amount of Rs.1.6 bn to increase the capacity of the MIS/SIS division by 38,190 MTPA. An amount of Rs.341mn has been spent on capital expenditure for the piping segment adding in excess of over 20,925 MTPA in the segment. Rs.448mn has been spent on capital expenditure for the Agro processed division, the capacities have come on stream in April 2010. An amount of Rs.54 mn. has been spent on capital expenditure for Tissue Culture segment to increase the capacity by 5 mn plantlets. During the year under review Company has purchased 8 Wind Mills at an aggregate cost of Rs.818 mn. of 1.65 MW each to augment its captive power capabilities and is working on a unique Bio methanation Power project at Jalgaon to produce 1.7 mw of captive power from waste generated by the food processing plants and agricultural waste at aggregate cost of Rs.160 mn. The Company has spent an amount of Rs.158 mn in Solar Water Heating business while it has started a Solar PV manufacturing facility at an initial cost of Rs.127 mn during the year under review. An amount of Rs.203 mn was spent towards strengthening the common corporate service infrastructure.

6. Other strategic and major developments post March 2010

Company has recently started trial runs for the Biomethanation cum Power project (1.7 MW) so as to utilize the waste generated from its 2 Food plants and also solid waste which is available locally. At 85% utilization, saleable power would be 12.33 Million Units. Besides this, organic fertilizer of about 8,085 TPA will be produced at full capacity utilization. The power generated will be used as captive power by the Company and the project will be eligible to earn carbon credits for next 10 years as follows:

Emission reduction in CO2 = 9,840 tCO2

Carbon credits CERs = 8,200 CERs

The Company has taken effective steps to set up a manufacturing facilities at Himachal Pradesh in two phases, the first phase now in implementation phase involves the investment of approximately Rs.620mn. The integrated project involves survey, investigation, planning, designing, and commissioning of manufacturing units under the Plastic business umbrella. The Plastic Park will have manufacturing facilities for Micro Irrigation Systems (MIS) including online tubing, inline tubing, injection moulding, sprinkler parts. The said Plastic Park would also include manufacturing facilities for precision farming & green houses as well as PVC Pipes, PE Pipes and accessories. The total capacity of the Plastic park in Phase I would be 30,780 MT and 6 lacs SQM of precision farming system. In phase two (Rs.380mn) the Company plans to double the capacity of plastic park and also to create the Agro processing facilities within the same location. The Company has plans to create processing capacity i.e. "Quick Freezing Unit" for various fruits including Mango, Pomegranate, Peas and other vegetables. The total capacity of the Food Park would be 8,730 MT of fruits and vegetables.

7. The operations of subsidiaries

The integration activities with investee companies have continued in earnest and there is a very positive effect on the product development activities of the Company as feedback from various geographic areas are now available for such activities. The availability of a wide spectrum of products in the irrigation segment is making it possible for the Company to serve customers in a complete manner which in the pre- acquisition time resulted in loss of business opportunities.

The Mauritius based direct subsidiary of the Company has earned an income of $ 769,811 and made a net loss of $937,682. The loss being due to redemption premium ($1 mn approx.) on redeemable preference shares charged off in single year. Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report. The resources of the subsidiary have been further strengthened by infusion of $14.65 mn as Equity Capital during the year under review. Further, there was a redemption of Redeemable Preference Shares worth $ 16.84 mn from the said subsidiary to the Company.

The Netherlands based subsidiaries have invested monies for incorporation of a new step down subsidiary in Turkey.

During the year under review the Company incorporated another subsidiary in the Netherlands in March 2010 and capitalised the same with Euro18,000. The said subsidiary has raised an amount of $35 mn (Euro 26 mn approx) . The amount has been remitted back to the holding Company to a large extent ($22mn) to reduce the investments of the holding Company. It has just started operations as an investment and trading entity and a Summarised Balance Sheet and the Income statement of the said subsidiary is available elsewhere in the Annual Report.

Other Subsidiaries

Information on operations of other subsidiaries including new acquisitions has been covered in Management Discussion and Analysis in this report.

9. Directors retiring and their background

Retiring Directors

Shri A.R Barwe and Shri R. Swaminathan are retiring by rotation and being eligible offer themselves for reappointment at the ensuing AGM. In terms of the Corporate Governance requirements, given below are the brief resume of each of the retiring directors:

Shri Anirudha R. Barwe (Independent) is a Director and Chairman of the Audit Committee. He holds a post graduate degree in Mathematics and is an associate of the Indian Institute of Bankers in Mumbai. He started his career as a lecturer in North Maharashtra in 1960 and was a Probationary Officer of State Bank of India (SBI) in 1961. He held several important positions within State Bank of India and in 1996 was named Managing Director of SBI Capital Markets Limited. Mr. Anirudha Barwe has also held Directorships in various subsidiaries of SBI and stock exchanges such as NSE and OTCEI. Until 2001, he held the position of Chief Financial Officer of IDFC Limited. He is currently advising a number of entities including foreign bodies in the financial field and is a member Government economic committees and other listed Company boards.

Shri R. Swaminathan is a Director Ã Technical and Chemical Engineer responsible for manufacturing operations in Polytube, Sprinkler, PVC & PC Sheets and PVC & PE Pipe units in India as well as overseas. Mr. Swaminathan has 36 years of experience in operation and maintenance activities of plants handling such things as Solvent Extraction, Plastics Extrusion and Injection Moulding. He joined the Jain Group in 1982 and was appointed a full-time Director in 1996. He is a whole time director responsible for technical side of plastics business.

10. Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed except, to the extent indicated in notes;

ii) the accounting policies are selected and applied consistently and are reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010, and, of the profit of the Company for the year ended 31st March, 2010;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the financial year ending 31st March, 2010 on a Ãgoing concern basis.

11. Material Developments In Human Resource

Working at Jain Irrigation it is not merely about contractual employer employee relationship. It is more about being associated with extended family with common purpose. Hence, everybody working in the Company is called an Associate. An associate is more than worker/employee because he is not employed merely for manual activity against wages or salary. He believes and possesses common approach and shares/helps to achieve common purpose. Also he is a person who is in agreement with plans and policies of the organization. He is a stake holder and a colleague and a family member.

The Company as a policy:

a) Recruits, trains, develops and win our Associates to be committed towards the organizational goals and culture.

b) Considers advancement of Associates through life to be our concern, just as corporate growth and prosperity ought to be their concern.

c) Builds teamwork for peace and prosperity of the Associates & the Corporation.

At Jain Irrigation, we do not believe in putting boundary walls of job description to the responsibility / enthusiasm of an Associate, instead we follow principle of work ownership.

I] Associate Engagement:

a) Education: The initiative introduced last year with a Jalgaon based local NGO for providing guidance to students studying between VII to X standard on how to prepare for examination and how to improve the marks obtained as well as time management and improvement of writing speed received a good response and the classes were conducted for 252 days, covering 64,260 coaching hours.

The scholarship scheme introduced earlier for the children of associates on need and merit basis continued, and 280 children benefitted from such scholarship during period under review, at an expense of Rs. 2.49 mn.

(b) Family Trips: 7,617 family members of 1,250 associates were invited for a visit to all locations of Jain Irrigation Systems Limited in Jalgaon. The family members of the associates also were given information about the organization, work culture and also were made to visit the place of work of the associate and know the importance of the work the family member is putting in.

(e) Distribution of Cars: As recognition of the long service and the performance, 28 nos. of Tata Nano cars were presented to the deserving Associates on the occasion of "Gudhi Padwa".

(f) Social Involvement: Now Jalgaonkars can rely on Jain Irrigation for making up the shortage in the blood banks. Once again on demand of the blood banks, a Blood donation camp was organised wherein 725 units of blood was collected and donated.

II] Recruitment:

The organizational performance kept on demanding right manpower at the right place. A country wide drive of Campus selection was undertaken to meet the demand of Engineering Graduates from agriculture field in the area. The recruitment was done mainly on the basis of demonstrated and potential ability, compatibility with the organizational culture, merit, openness and fitness with sons of the soil empathy. The tally reached to 1,121 gross additions during the year under review. The permanent employee strength of the Company as on 31st March 2010 was 5,662.

12. Corporate Social Responsibility/ Corporate Sustainability Report

As per the last years commitment we have published our Sustainability Report-2009. This report contains (which is separately attached for all shareholders) the details of Corporate Social Responsibility (CSR) initiatives of the Company. It also covers economic, environment and social impact caused by our organization through its everyday activities. It is a standard process having global influence of reporting on the non-financial performance of the Company. This report is as per the Global Reporting Initiatives (GRI) application level of A+ category. The report is also GRI checked. This is also available on our website http://www.jains.com/PDF/ Sustainable%20Report%20Final.pdf. For any queries related to this report please contact sustainability.cell@ jains.com. The next sustainability report will be published in September 2011 which will cover two financial years 2009-10 and 2010-11.

As a part of CSR activities the Company is supporting following important projects: (1) Rural Development of Village Wakod, (2) Gandhi Research Foundation and (3) Anubhuti School - An Experimental Residential nternational Academy (4) Jain Sports Academy.

13. Environment Health & Safety Performance

Environment: The following steps have been initiated during the Fy 2010.

- The low heat generation (35ÃÂ°C Oil temperature as against 55ÃÂ°C Oil temperature) by the new injection moulding machines has yielded lesser waste oil generation.

- Auto feed raw material system installed in PVC Pipe, HDPE Pipe and Casing Pipes has reduced dust levels to less than 100 mg/m3.

- Ready mix concrete plant installed has eliminated large number of open air cement mixing operations.

This has reduced the dust level in the ambient air. Besides dust the RMCS have given a saving of 1.15 mn litres of water in construction.

- New generation grinding cum pelletizing facility in DRIPLINE and new injection moulding machines have low noise level of 73-74 dB as against prescribed 78dB.

- Rain water harvesting structure with a holding capacity of 20 mn litres is established. This gives substantial benefit of recharging the water table.

- Plantation of nearly 4,500 trees, and the new flower beds developed has increased the green canopy of Plastic Park to nearly 33%. The total trees at Plastic Park at Jalgaon are nearly 10,000 .

- RO. Water plant is installed and nearly 36,000 litres of R. O. Drinking water is supplied to all employees.

- Smoke and Heat Detection System is installed in the corporate building covering nearly 1600 Sq.mt. of built-up area.

- Heat insulating roof along with turbo ventilators in all new buildings has improved the working conditions of manufacturing shops.

- Company has taken up Green Building construction promoting usage of green building material.

14. Internal controls for adequacy and Management Information Systems

The Company believes that a formal strong control framework is prerequisite for establishing an effective governance framework. It is also equally important to nculcate a culture that fosters the control environment in the organization. Therefore, the Company has established both formal and informal processes to assess and strengthen the internal controls across the businesses.

The Company is committed to establish an internal control framework that ensures prevention and detection of control failures, ensures efficiency and effectiveness of processes to strengthen the delivery capabilities of the organization. Formal processes include management control framework, internal audits, independent review of control system by Statutory Auditors, review mechanism by the Audit Committee and periodic review by the Management. To ensure independence and to ncorporate leading control practices, internal audit function has been outsourced to Ernst & young Private Limited, a renowned professional firm. Significant deviations in the internal control framework and remedial action plan are discussed with the Audit Committee of the Board.

your organization has grown at a very rapid pace and, therefore, along with the formal control mechanism, the Management has placed equal emphasis on building a culture that drives value and control consciousness. The management information system is the main source of the control and decision making mechanism in the Company. The Company operates under decentralized operating controls exercised at various Segment Business Unit levels. The budgetary mechanism is already in place and annual & rolling budgets are approved by the Board. The actual performance versus budgets is measured for the deviations and timely corrective actions taken.

The Company is close to going live with an ERP application which along with facilitating business transactions, will also establish a robust automated preventive control framework.

15. Fixed Deposits

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed / overdue deposits as on 31st March, 2010.

16. Auditors

The Auditors, M/s. Dalal & Shah, Chartered Accountants, Mumbai have expressed their unwillingness to continue their engagement for Audit for Fy 2011. The Audit Committee and the Board have recommended m/s Haribhakti and Company, a firm of Chartered Accountants in Mumbai with several branches to be appointed as Statutory Auditors instead of retiring Auditors. m/s Haribhakti and Company have furnished a Certificate under Section 224(1B) of the Companies Act, 1956 that their proposed appointment, if made, will be in accordance with the said provision of the Companies Act, 1956. The Shareholders may appoint the Statutory Auditors as per AGM Notice attached separately.

17. Promoters Group for the purposes of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997

In pursuance to clause 3 (1) (e) (i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 the representative of Promoters Group of the Company has filed the following list of the individual Promoters and Corporate entities of Promoters Group as under:

A. Individuals

Sr. No. Name of Promoter

1 Shri Bhavarlal H. Jain

2 Shri Ashok B. Jain

3 Smt. Jyoti Ashok Jain

4 Arohi Ashok Jain (N/G Ashok B Jain)

5 Aatman Ashok Jain (N/G Ashok B Jain)

6 Shri Anil B. Jain

7 Smt. Nisha A. Jain

8 Athang Anil Jain

9 Amoli Anil Jain (N/G Anil B. Jain)

10 Ashuli Anil Jain (N/G Anil B. Jain)

11 Shri Ajit B. Jain

12 Smt. Shobhana Ajit Jain

13 Abhedya Ajit Jain (N/G Ajit B. Jain)

14 Abhang Ajit Jain (N/G Ajit B. Jain)

15 Shri Atul B. Jain

16 Dr. Bhavana Atul Jain

B. Corporate Entities

Sr. No. Name of Corporate Entity

1 Atlaz Technology Pvt. Ltd

2 Cosmos Investment & Trading Pvt. Ltd.

3 Jalgaon Investment Pvt. Ltd.

4 Jain Brothers Industries Pvt. Ltd

5 JAF Products Private Ltd.

6 Jain Extrusion & Moulding Pvt. Ltd.

7 Jain Solar Systems Ltd.

8 Labh Subh Securities International Ltd.

9 Pixel Point Pvt. Ltd.

10 Stock & Securities India Pvt. Ltd.

11 Adhunik Hi Tech Agriculture Pvt. Ltd. (Formerly Gauri Hi Tech Agriculture Pvt. Ltd.)

12 Jain Investments & Finance BV, Netherlands

13 Jain Overseas Investment Ltd., Mauritius

14 Jain investments A.G., Switzerland

C. Trust Entities

Sr. No. Name of Trust Entity

1 Jain Family Holding Trust

2 Jain Family Investment Trust

3 Jain Family Entreprise Trust

4 Jain Family Investment Management Trust

5 Jain Family Trust

18. Particulars of Employees

As per provisions of Section 217 (2A) of the Companies Act, 1956 only ten of the persons in employment of the Company have drawn remuneration in excess of ^200,000/- per month, during the year under review of part thereof as per details in the annexure to this report.

19. Particulars of energy conservation, technology absorption, research and development, foreign exchange earnings and outgo

A) ENERGY CONSERVATION

Plastic Park- energy conservation

- The Company continued installation of AC drives and PLC in all manufacturing equipment where D.C. driver exists. This has given additional energy conservation.

- The Power factor of total manufacturing unit is maintained at 0.99 (average), thereby increasing effective utilization of power, and has resulted in a gain of power factor incentive of ?14 mn.

- In the area of moulded components, 77 New multi cavity moulds were introduced, giving nearly 35% energy saving in their usage.

- Wind driven ventilators are extended to the new buildings gaining further energy conservation.

- Various measures such as AC drives, new generation machines and improved processes have resulted in saving of nearly 46,74,808 Kwh energy in M.I.S. products and 11,17,411 Kwh in Pipe and Sheet products, giving a total saving of ?26 mn in 2009-2010.

Agri Park- energy conservation

- With adding pomegranate and round year banana production under tissue culture gave us significant saving in terms of energy. The efforts are under way to diversify in more crops and adopt innovative methods of production to save energy further. Recently we nstalled solar powered pumps and cooling fans for green houses and shade houses to save on fossi fuel based energy by using green energy.

Food Park- energy conservation

- The Company has taken major steps during the year for sustainable heat production by utilizing its own fruit and vegetable waste generated during processing in normal course. Called as bundled project for utilization of solid waste and using efficient means for generation of heat energy for food processing at Chittoor (AP) unit I and II (steam generation), Baroda (Gujarat)(hot water) and Sihore, Bhavnagar (Gujarat) (hot air generation) at a cost of ^1.22 mn. The investment will be utilized to change the conventional and old heat generation systems required for food processing units at various plants in India as follows:

Viz: 1. Fruit Processing Plant Chittor, Unit I and Unit II, Andhra Pradesh

2. Onion Dehydration Plant, Baroda, Gujarat

3. Onion Dehydration Plant, Sihore, Bhavnagar Gujarat

This will be a major step for corporate sustainability and attempt to reduce the scarbon foot print of corporate as a whole

Energy Park- energy conservation

- Use of efficient luminaries in place of tube lights.

- Factory shed is paneled with PUF insulation to save the heat load and air-conditioning load.

- All the reactors are also insulated tanks to prevent the heat losses because of radiation in the biogas plant.

- Using waste heat generated from the bio gas engine to produce hot water and vapour abruption systems.

B) TECHNOLOGY ABSORPTION

Plastic Park-Technology Absorption NA Food Park-Technology Absorption NA

Agri Park-Technology Absorption

Under sustainable agriculture development JISL has recently started Jain Good Agriculture Practices for its contract raw material growers and introduced a Soi Health Card along with nutrient recommendation for various crops.

Energy park- Technology Absorption

- A fully automatic line for the module manufacturing is commissioned. Our team of engineers with the help of line suppliers engineers had completed training to run & maintain the line independently.

- Bio gas generation and power production started on trial basis. The plant was set up with the German technology.

- Solar application requires lot of electronics. Our electronic team have designed charge controllers, tracker etc. in house and released for the production.

C) RESEARCH AND DEVELOPMENT

Plastic Park- Research and Development

- All plastic saddle with male, female coupler system developed has eliminated costly and energy consuming metal parts, and enhanced the productivity.

- New End Cap developed, has eliminated turning operations leading to more energy conservation.

- All plastic super flow filters developed, have replaced high energy consuming metal parts and yielded a corrosion free system.

- In the area of PVC moulded fittings, 40 new components are introduced.

- Range of PE Fittings is extended to Dia 1600 mm, which has given additional cutting edge in the marketing of PE Pipes.

- Product range of column pipes is extended to 6".

- Tube heating process by LP Gas in Drip Tube production is replaced by hot air blowing process, eliminating the hazard of Gas fire.

- Pressure relieve cum Non return valve for open canal wall lining is developed. This facilitated the pressure balancing between the canal water and sub soil water.

- Introduction of drip tube with pressure compensating flat drippers has facilitated the new product to establish in uneven terrain.

- Various new designs and improvements have increased the product range by nearly 100 new elements.

Agri Park- Research and Development

- Jain Irrigation Systems Limited has successfully commercialised Pomegranate, first woody plant commercialized in the country on million scale (lab produced 1 million plants), the team of scientists has now strong footholds towards success on another woody plant i.e. oranges, which will enable us to produce disease free, high yielding plants on large scale that will benefit Company in meeting the demand of desired raw material for fruit processing unit in future, while farmer will be benefited by getting an assured price of their produce. Taking advantage of expertise the tissue culture division has again brought another crop under his umbrella is Potato, a crop where quality planting is always an issue. The divisions unique procedure is able to produce micro tubers in vitro in cost effective manner.

- Agriculture R&D division has developed unique method of Ultra High Density Plantation of Mango and Guava, which in turn give 2-3 times higher yield with very short (2-3 years) gestation period. Similar projects are underway to enhance productivity of pomegranate, citrus and cashew. These projects will help JISL to secure raw material for processing division and increased sale of its irrigation systems due to increased farm incomes. Another ambitious research project to cultivate rice by drip irrigation is underway. An MoU with International Rice Research Institute is signed recently for the purpose.

Food Park- Research and Development NA

Energy Park -Research and Development

- Six projects are completed and five projects are in progress. List of completed projects is as follows;

1. Tracker effect on solar pumping - improves the output discharge by 25%

2. Photo voltaic modules - IEC certified.

3. Solar water pump - tested by Solar Energy Center, New Delhi.

4. Energy generation from agri and food waste.

5. Automation in PV module manufacturing process.

6. Solar heating systems with special plastic tank to solve the problem of leakages due to hard water and corrosion.

- Identified about 26 projects for development.

- New set up with prototyping & testing equipments is near completion.

R & D Expenditure ? Million

Sr. No. Particulars 2009-10 2008-09

a. Capital Expenditure 146.52 69.71

b. Revenue Expenditure 48.48 34.99

c. Total 195.00 104.70

d. % of Revenue 0.72% 0.48%

20. Acknowledgement

The Directors take this opportunity to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers of the Company. The Directors wish to place on record their sense of appreciation for the devoted services of all the associates of the Company.

By order of the Board Sd/- Anil B. Jain

Mumbai, 2nd September, 2010 Managing Director

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Year Name & Nature of Award / Recognition / Ranking/ Felicitation	Sponsored by	Instituted By	Given By	Citation	Rank Level	Received By	Product / Individual
2024 PLEXCONCIL Award 2021Â¬ 2022	Ministry of Commerce and Industry, Government of India	PLEXCONCIL	Ramesh Bais, Governor of Maharashtra	Top Exporter Fittings for Pipes & Hose (2nd Prize, 2021-22)	N	Dr. Kalyani Moharir	Fittings & Hoses
^PLEXCONCILAward 2021Â¬ 2022	Ministry of Commerce and Industry, Government of India	PLEXCONCIL	Ramesh Bais, Governor of Maharashtra	Top Exporter PVC Foam Sheet (1st Prize, 2021-22)	N	Ankur Jain	PVC Foam Sheet
2024 PLEXCONCIL Award 2022Â¬ 2023	Ministry of Commerce and Industry, Government of India	PLEXCONCIL	Ramesh Bais, Governor of Maharashtra	Top Exporter Drip Irrigation Systems (MIS) (1st Prize, 2022-23)	N	Narendra Patil	Drip
2024 PLEXCONCIL Award 2022Â¬ 2023	Ministry of Commerce and Industry, Government of India	PLEXCONCIL	Ramesh Bais, Governor of Maharashtra	Top Exporter Pipes & Hose of Plastics (1st Prize, 2022-23)	N	Kisan Vare	Pipes & Hoses
2024 PLEXCONCIL Award 2022Â¬ 2023	Ministry of Commerce and Industry, Government of India	PLEXCONCIL	Ramesh Bais, Governor of Maharashtra	Top Exporter Pipes & Hoses (2nd Prize, 2022-23)	N	Atin Tyagi	Fittings & Hoses
2024 PLEXCONCIL Award 2022Â¬ 2023	Ministry of Commerce and Industry, Government of India	PLEXCONCIL	Ramesh Bais, Governor of Maharashtra	Top Exporter PVC Foam Sheet (1st Prize, 2022-23)	N	Kumar Mulay	PVC Foam Sheet
2024 Doctor of Science (D.Sc.)	Â	D.Y Patil Agricultural and Technical University	Dr. Sanjay Patil, University Chancellor, D.Y. Patil Agricultural and Technical University	For his continuous and significant contributions to agriculture and sustainable development.	S	Anil Jain	Individual
2025 EEPC India's 54th National Export Award - 2021-22	Ministry of Commerce & Industry, GoI	EEPC India - (Engineering Export Promotion Council of India) (Formerly Engineering Export Promotion Council)	Jitin Prasada, Union Minister of State for Ministry of Commerce & Industry and Ministry of Electronics & Information Technology Pankaj Chaddah, Union Health Minister, GOI"	Agriculture Machinery & Parts - Large Enterprise category	N	Piush Kumat	Agriculture Machinery & Parts

Directors Report of Jain Irrigation Systems Ltd.

A] Operations

1) Financial Highlights (standalone)

2) State of affairs of the Company

3) Â Â Â a) Dividend Distribution Policy

4) Â Â Â Capacity Expansion and Capital Expenditure

5) List of Awards/ Recognition - Financial Year 2024-25

6) Material developments in Human Resource

B] Subsidiaries & Associate

1) Jain Farm Fresh Foods Limited - Subsidiary

2) Jain Processed Foods Trading and InvestmentPrivate Limited (âJPFTIPLâ) - Subsidiary

3) Â Â Â Sustainable Agro-Commercial Finance Limited(SAFL) - Associate

4) Â Â Â Operations of Subsidiaries & SPV's

C] Credit Ratings:

Rating Action by CRISII-

D] Issue of Warrants:

E] Governance disclosures

1) Employee Stock Option Plan (ESOP)

c) In case of secondary acquisition of shares bythe Trust

2) Sustainability & Corporate SocialResponsibility brief

Climate Change Management System - CarbonEmission Reduction Projects

Corporate Social Responsibility

3) Key Managerial Personnel, Directors retiringand their background

a) Key Managerial Personnel

b) Â Â Â Retirement by Rotation and Reappointmentof Independent Director

4) Â Â Â Directorâs Responsibility Statement

5) Â Â Â Risk Management

6) Internal Financial Controls (âIFCâ)

a) Â Â Â Policies and processes adopted for orderly &efficient conduct of business

c) Â Â Â Prevention and detection of fraud and errors

7) Board Evaluation Process

a) Â Â Â Board Evaluation

b) Â Â Â Criteria for evaluation of Board and itsCommittees

1) For Board:

c) Â Â Â Strategy

2) For Committees:

3) Â Â Â For Individual Director:

4) Â Â Â For Chairman:

Conclusion

8) Â Â Â Familiarisation programme for NewIndependent Directors (IDâs)

9) Â Â Â Vigil Mechanism

10) Fraud Reporting

11) Fixed Deposits

12) Â Â Â Auditors

13) Meetings of the Board & it's Committees

c) Â Â Â Corporate Social Responsibility Committee

f) Â Â Â Risk Management Committee

g) Â Â Â Management Review Committee

h) Â Â Â Sub Committee (Allotment)

i) Â Â Â ESOP Allotment Sub-committee

14) a) Particulars of Employees

b) Particulars of Top 10 Employees and related disclosures

F] Policies and Other Relevant Disclosures

a) Policies

b) Other Policies

G] Disclosures about Environment Health and Safety Performance, EnergyConservation, Technology Absorption, Research and Development, ForeignExchange Earnings and Outgo.

1) Environment Health and Safety Performance

2) Energy Performance

3) Energy Conservation, Technology Absorption,Research and Development, ForeignExchange Earnings and Outgo.

ii) Â Â Â Technology Absorption

iii) Research and Development

Research and Development

Solar Photovoltaic Module

iii) Â Â Â Solar Photovoltaic Appliances

Irricare Wi Fi

3) Foreign Exchange Earnings and Outgo

b) Material Changes & Commitment affectingthe Financial Position of the Company

H] Â Â Â Mandated Annexures

I) Â Â Â Corporate Governance Report

2) Â Â Â Management Discussion and Analysis Report(MDAR)

3) Â Â Â Particulars of Loans, Guarantees orInvestments of the Company

4) Â Â Â Consolidated Financial Statements

5) Â Â Â Significant, Material orders passed by theRegulators/ Court/ Tribunals

6) Â Â Â Secretarial Standards

7) Â Â Â Extract of Annual Return of FY 2023-2024

8) Â Â Â Directors Remuneration

9) Â Â Â Contracts or arrangements with RelatedParties

10) Business Responsibility & SustainabilityReport

I) Miscellaneous

a) Acknowledgement

2) Jain Processed Foods Trading and Investment
Private Limited (âJPFTIPLâ) - Subsidiary

3) Â Â Â Sustainable Agro-Commercial Finance Limited
(SAFL) - Associate

c) In case of secondary acquisition of shares by
the Trust

2) Sustainability & Corporate Social
Responsibility brief

Climate Change Management System - Carbon
Emission Reduction Projects

3) Key Managerial Personnel, Directors retiring
and their background

b) Â Â Â Retirement by Rotation and Reappointment
of Independent Director

4) Â Â Â Directorâs Responsibility Statement

6) Internal Financial Controls (âIFCâ)

a) Â Â Â Policies and processes adopted for orderly &
efficient conduct of business

b) Â Â Â Criteria for evaluation of Board and its
Committees

8) Â Â Â Familiarisation programme for New
Independent Directors (IDâs)

G] Disclosures about Environment Health and Safety Performance, Energy
Conservation, Technology Absorption, Research and Development, Foreign
Exchange Earnings and Outgo.

3) Energy Conservation, Technology Absorption,
Research and Development, Foreign
Exchange Earnings and Outgo.

b) Material Changes & Commitment affecting
the Financial Position of the Company

2) Â Â Â Management Discussion and Analysis Report
(MDAR)

3) Â Â Â Particulars of Loans, Guarantees or
Investments of the Company

5) Â Â Â Significant, Material orders passed by the
Regulators/ Court/ Tribunals

9) Â Â Â Contracts or arrangements with Related
Parties

10) Business Responsibility & Sustainability
Report

7) Directorâs Responsibility Statement

5) Â Â Â Internal Financial Controls (âIFCâ)

7) Â Â Â Familiarisation programme for NewÂ Independent Directors (IDâs)

e) Â Â Â Stakeholdersâ Relationship Committee