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Directors Report of Jain Irrigation Systems Ltd.

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 – 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 :–

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 – 13 onwards as per the requirements specified in ISO 14064 : 2006 Part – I. Plastic park has successfully undergone Energy Management Systems and GHG verifcation audit by TUV NORD and was awarded ISO 14064 – 3 & ISO 50001 certifications.

Food Park :–

(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 :–

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 :–

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 4°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 ±1%, the supply frequency at 50±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:–

- 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:–

a) Fruit

- Painting of re-con drums automated.

- Non chemical water treatment plant – 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 4-10° 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:–

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 – 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.

«- 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 ½" threaded, Reducing Bush ¾ x ½" 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 –

- 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 -20°C to 55°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 – 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 110°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 ‘locking 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 – 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 ‘All-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 Management–Lucknow (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 ‘going 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 – – – 13080

Engineer 8 418 86944 – – – 86944 Training

Overseas 6 53 3844 – – – 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 ‘Mohan to Mahatma' and ‘Satyagraha' 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 ‘best 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 – 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 – 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 ‘going 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 (35°C Oil temperature as against 55°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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