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Notes to Accounts of Jain Irrigation Systems Ltd.

Mar 31, 2016

b) Terms and conditions of differential voting rights (DVR)

The DVR equity shareholders have the same rights as the Ordinary Equity Shares of the Company except voting rights. Every 10 DVR equity shares have one voting right on poll (on show of hands however, they carry 1 vote for every person voting). Any DVR holder holding less than 10 DVR equity shares holds fractional voting rights. The DVR equity shares have right to receive full dividend, to receive annual report and other information / correspondence from time to time, to receive bonus and / or rights shares of the same class of shares as and when such an issue is made in respect of Ordinary Equity Shares and in the same ratio and terms.

In case of buy back or reduction of capital of Ordinary Equity Shares, the DVR equity shares have right subject to buyback or reduction on the same terms as Ordinary Equity Shares. Further, in case of issue of Ordinary Equity Shares or any other securities or assets to ordinary equity shares in case of amalgamation / demerger / re-organization / reconstruction, the DVR Equity Shares have right to receive DVR Equity Shares and any other securities / assets as issued to Ordinary Equity Shares. They have right to hold separate class meeting if their rights are affected in any manner adversely.

c) Refer Notes 1(T) and 32 for disclosure related to employee stock option plan

d) Pursuant to resolution passed by the Board of Directors of the Company at the meeting held on March 24, 2016, the Company has allotted 14,100,000 Ordinary Equity Shares of Rs. 2 each at a premium of Rs. 78 each in conversion of 14,100,000 equity warrants of Rs. 80 each to promoter group entity on preferential basis.

e) Pursuant to the shareholders’ approval on December 3, 2015, the Company has on March 11, 2016 issued and allotted 36,200,000 Compulsorily Convertible Debentures (cCds) of '' 80 each to Mandala Rose Co-investment Ltd., Mauritius (‘investor’). The CCDs shall be converted into Equity Shares at a conversion price of '' 80 per Equity Share. Till conversion, CCDs shall carry interest at the rate of 5% per annum. CCDs shall be converted within 18 months. The CCDs are raised for the purpose of repayment of borrowings of the Company and for consummation of the transactions contemplated under the investment agreements with the investor. The CCDs have been classified as a part of “Long Term Borrowings” as per provisions of schedule III of the Act.

f) Shareholders'' holding more than 5% of Equity Share Capital / Equity Share Capital with differential voting rights

Note

a) Pursuant to prepayment of Rs. 373.00 million in March 16, the balance borrowings are repayable in 16 installments starting from 11th July 2017 to 11th October 2018.

b) Pursuant to prepayment of Rs. 17.75 million in March 16, the balance borrowings are repayable in 12 installments starting from 31st March 2017.

c) Pursuant to prepayment of Rs. 48.00 million in March 16, the balance borrowings are repayable in 26 quarterly installments of Rs. 12.12 million to Rs. 29.73 million starting from 15th April 2016.

d) Pursuant to prepayment of Rs. 19.60 million, balance loan would be repaid in 13 quarterly installments of Rs. 62.50 million each starting from 15th March 2017.

Security Details

i) Export Import Bank of India (EXIM): Foreign Currency Term Loan:

Import Finance Programmed (US$ 1.05 million): Rs. 17.03 million (PY Rs. 48.22 million)

The facility i.e. Non-Fund based by issuance of Standby Letter of Credit (SBLC) is secured exclusively by way of mortgage by deposit of title deeds of agricultural lands covered under Gat No. 17/1 and measuring 14H-18R situated at Takarkheda Shivar, Taluka Erandol, District Jalgaon in the state of Maharashtra for due repayment and discharge by the Company to Exim Bank of the said facility and reimbursement of payments, if any, that may need to be made by Exim bank under or in respect of the SBLC(s) granted / agreed to be granted.

The above facility is also personally guaranteed by the Managing Director and Joint Managing Director of the Company in their personal capacity.

ii) Export Import Bank of India (EXIM): Term Loan: Rs. 629.50 million (PY Nil)

The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto.

The loan is further secured by way of mortgage by deposit of title deeds of selected lands measuring 35.02 Hectares (86.53 Acres) situated at Takarkheda Shivar, Taluka Erandol, District Jalgaon in the state of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth.

The loans are further secured by First charge ranking Pari-Passu by way of equitable mortgage by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding the assets charged exclusively as mentioned in these notes.

The creation of charge on selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra is in process.

iii) ECB Loan - International Finance Corporation (IFC) of US$ 60 million: CY Rs. 723.64 million (PY US$ 60 million equivalent to Rs. 1,365.61 million)

a) ECB Loan of US$ 15 million of IFC (Loan Key Number 2007872)

The ECB Loan is secured by exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor, Andhra Pradesh and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Chittoor, Andhra Pradesh.

The above ECB loan has fully / been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

b) ECB Loan of US$ 15 million of IFC (Loan Key Number 2008534)

Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company''s facilities at Bhavnagar (Gujarat) and Hyderabad (Andhra Pradesh) and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at Company''s facilities at Bhavanagar (Gujarat) and Hyderabad (Andhra Pradesh)

c) ECB Loan of US$ 15 million of IFC (Loan Key Number 2009182)

Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company''s facilities at Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the

Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.

The above ECB loan (Loan Key Number 2009182) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

d) ECB Loan of US$ 15 million of IFC (Loan Key Number 2010019)

Exclusive first Charge over specific movable plant, machinery and equipment of the Company at Company''s facilities at Plastic Park, Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.

The above ECB loan (Loan Key Number 2010019) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

iv) ECB Loan - Senior Lenders of US$ 89 million: CY Rs. 5,408.81 million (PY US$ 89 million equivalent to Rs. 5,567.11 million)

a) International Finance Corporation (IFC) of US$ 24.00 million: CY Rs. 1,487.97 million (PY US$ 24.00 million equivalent to Rs. 1,501.80 million) (Loan Key No 201210122)

b) Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 17.00 million: CY Rs. 1,005.70 million (PY US$ 17.00 million equivalent to Rs. 1,061.41 million) (Loan Key No 201212201)

c) Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 3.00 million: CY Rs. 177.48 million (PY US$ 3.00 million equivalent to Rs. 187.31 million) (Loan Key No 201212212)

d) Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 17.00 million: CY Rs. 1,047.11 million (PY US$ 17.00 million equivalent to Rs. 1,064.05 million) (Loan Key No 201212202)

e) Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 3.00 million: CY Rs. 184.78 million (PY US$ 3.00 million equivalent to Rs. 187.77 million) (Loan Key No 201212213)

f) Deutsche Investitions-Und Entwicklungsgesellschaft MBH (DEG) of US$ 17.00 million: CY Rs. 1,023.91 million (PY US$ 17.00 million equivalent to Rs. 1,064.05 million) (Loan Key No 201212200)

g) Deutsche Investitions-Und Entwicklungsgesellschaft MBH (DEG) of US$ 8.00 million: CY Rs. 481.84 million (PY US$ 8.00 million equivalent to Rs. 500.72 million) (Loan Key No 201212214)

The charge ranks subservient to the charge created in favour of International Finance Corporation to secure its loan of US$ 60 million (Loan Key Nos. 2007872, 2008534, 2009182 and 2010019) over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon (Maharashtra) and further secured by way of subservient charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at the plants of the Company at Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and specific immovable and movable properties at Jalgaon (Maharashtra).

The above ECB loan (Loan Key Number 201210122) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

The above is interim security and was completed in April, 2013. Final security was created on 21st April, 2014, the release of interim security is in process.

The above ECB loans are further secured by way of exclusive charge by way of Registered Mortgage on the following immovable properties of the Company:

1. Gat No. 220, total admeasuring H.1.58 R. situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:

2. Gat No. 118/1, total admeasuring H.0.99 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:

3. Gat No. 119/1, total admeasuring H.1.42 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:

4. Gat No. 122, total admeasuring H.1.76 R. situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:

5. Gat No. 139/11, total admeasuring H.3.06 R. situated at Shirsoli PB. Tal. & Dist. Jalgaon:

6. Gat No. 139/12, total admeasuring H.3.08 R. situated at Shirsoli PB. Tal. & Dist. Jalgaon: together with all existing and future buildings, erections, structures, go downs and constructions of every kind and description and together with all the trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to the said land, hereditaments and premises or any of them or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto and all the estate, right, title, interest property, claims and demands whatsoever of the Company in, to and upon the same, which description shall include all property of the above description whether presently in existence or constructed or acquired hereafter.

The charge on movable and immovable properties situated at Chittoor (Andhra Pradesh) and Vadodara (Gujarat) are released by Security Trustee i.e. IDBI Trusteeship Services Ltd. on behalf of Senior Lenders. The filing of modification of charge with the Registrar of Companies, Mumbai, Maharashtra is in process.

v) IDFC Ltd.: Term Loan: CY Rs. 413.64 million (PY Rs. 588.32 million)

The Term Loan is secured by a first charge on movable properties including Plant & Machinery, machinery spares, vehicles, equipments, all office equipment and furniture and other movable assets pertaining to project and book debts, receivables, commission, revenue of project.

The loan is further secured by First charge by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.

The loan is also personally guaranteed by the Managing Director and three other Directors of the Company in their personal capacity.

vi) The South Indian Bank Ltd.: Term Loan: CY Rs. 250.00 million (PY Rs. 500.00 million)

The Term Loan is secured by first charge by way of Equitable mortgage on the various immovable properties of the Company situated at Elayamuthoor village, Andiyagoundanoor village, West Komaralingam village, Udumalpet Taluk, Tiruppur district, Tamilnadu.

The loans as above are also personally guaranteed by the Managing Director of the Company in his personal capacity.

vii) Vehicle Loan: CY Rs. 30.48 million (PY Rs. 31.91 million)

The loan is secured by exclusive charge on specific vehicles.

viii) Corporate Loan / Term Loans: CY Rs. 2,807.00 million (PY Rs. 3,500.00 million)

a. IFCI Ltd. Corporate Loan* : CY Rs. 804.00 million (PY Rs. 1,000.00 million)

b. IFCI Ltd. Corporate Loan* : CY Rs. 1,000.00 million (PY Rs. 1,000.00 million)

c. Union Bank of India (UBI) Term Loan** : CY Rs. 451.00 million (PY Rs. 500.00 million)

d. Yes Bank Ltd. Term Loan*** : CY Rs. 552.00 million (PY Rs. 1,000.00 million)

The above Corporate Loans / Term Loans are secured by First charge by way of registered mortgage in favor of Security Trustee i.e. IDBI Trusteeship Services Ltd. on selected immovable properties of the Company situated at Village Bambhori, (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon-425 001 and Shirsoli, Dist. Jalgaon-425 001 in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.

* The above Corporate Loans are also secured by exclusive charge by way of registered mortgage on the freehold lands admeasuring 270.35 acres situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in Tamil Nadu, together with all buildings, structures, erections, etc. constructed and / or to be constructed thereon, both present and future, and being, lying and situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in the state of Tamil Nadu and within the jurisdiction of Sub Registration District of Udumalpet, and within the Registration District of Tirupur and Sub Registration District of Keeranur, and within the Registration District of Palani, in the State of Tamil Nadu belonging to the Company.

The above corporate Loans are also personally guaranteed by the Managing Director of the Company in his personal capacity.

** The above Term loan of UBI is also personally guaranteed by four Directors including Managing Director of the Company in their personal capacity.

*** The above Term Loan of Yes Bank Ltd. is also personally guaranteed by the Managing Director of the Company in his personal capacity

ix) Staragri Finance Ltd. : Term Loan : CY Rs. 250.00 million (PY Nil)

The Term Loan is secured by a first and exclusive charge on the land & structure (Land admeasuring 16.49 Hectares (40.747 Acres) along with structure thereon (both present and future) located at Gat No. 45 & 47, village Valkhed, Taluka-Dindori, Dist Nashik, Maharashtra.

The loan is also personally guaranteed by the Managing Director of the Company in their personal capacity.

Security details

i) Working Capital Loans: (Including WCTL, Cash Credit, Export Packing Credit, FCTL & FCNRB):

CY Rs. 13,122.42 million (PY Rs. 13,928.91 million)

Consortium of Banks (In Alphabetical order) led by State Bank of India, Corporate Accounts Group (CAG Branch), Mumbai and D.N. Road Branch, Mumbai and sub limit with State Bank of India, Dana Bazar Branch, Jalgaon, Axis Bank Ltd., Mumbai, Bank of Baroda, Mumbai, Canara Bank, Jalgaon, Export Import Bank of India, Mumbai, IDBI Bank Ltd., Jalgaon & Pune, Indian Bank, Mumbai, Punjab National Bank, Mumbai, Rabo Bank International, Mumbai, Standard Chartered Bank, Mumbai, State Bank of Patiala, Mumbai, Syndicate Bank, Mumbai, Union Bank of India, Mumbai and Yes Bank Ltd., Mumbai.

The working capital loans are secured by a first pari-passu (between consortium members) charge on whole of Company''s present and future stocks of raw material, finished goods, stocks in process, stores and spares and other raw materials, stored whether raw or in process of manufacture and all articles manufactured there from brought into store or be in or around the Company''s godowns or factory premises at Jalgaon or elsewhere, including goods in transit or delivery and the Company''s present and future book debts, outstanding monies, receivable, claims, bills, contracts, engagements, securities, investments, rights and assets of the Company. The Working Capital Facilities as above are further secured by a second charge (First Charge in case of FCTL and FCNRB) ranking pari-passu by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.

The working capital loans are also secured by personal guarantee by the Managing Director and three other Directors of the Company in their personal capacity.

The estimate of future salary increase considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors.

Further, contribution to defined contribution plan recognized as expense for the year as under:

a) Employers contribution to Provident fund CY Rs. 45.76 million (PY Rs. 48.76 million) deposited with concerned authority.

b) Employers contribution to Pension scheme CY Rs. 7.67 million (PY Rs. 62.83 million) deposited with concerned authority.

c) Employers contribution to Superannuation fund CY Rs. 53.92 million (PY Rs. 53.94 million) managed by a Trust.

d) Employers contribution to ESIC CY Rs. 1.25 million (PY Rs. 1.15 million)

The net of provision for unfunded leave encashment liability up to March 2016 is Rs. 63.04 million (PY Rs. 70.85 million)

1. Employee stock option plan

Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, Nomination and Remuneration Committee (formerly Compensation committee) of the company has approved / allotted following options to the eligible employees including working & non-executive directors.

The discount to market price on above ESOP has been accounted / amortized in the annexed accounts based on vesting period and as per the accounting policies specified in Schedule 1 of the ESOP guidelines issued by the SEBI.

No employee has been issued options entitling such person to subscribe more than 1% of Equity Share Capital of the Company.

Out of the total 10,000,000 ESOPs granted, as of March 31, 2016, 7,053,925 ESOPs have been converted into equity shares of the Company.

A Pursuant to resolution passed in AGM held on 27th September 2013, the issue price has been revised to 10% discounted price of share price existed on date of AGM or price as may be determined by ESOP Committee from time to time.

2. Leases

The Company has entered into "Operating lease for premises” as defined in the Accounting Standard 19 (AS-19). Significant terms of the lease agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period

The future minimum lease payments (MLP) under non-cancelable operating lease in the aggregate and for each of the following periods are as under:

Notes:

- Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17) taking into account the organization structure as well as the differential risks and returns of these segments.

- The Company has disclosed business segment as the primary segment and type of products and services in each segment: a) Hi-tech Agri Input Products: Micro & Sprinkler Irrigation, PVC Pipes, Bio-tech Tissue Culture. b) Industrial Products: PVC & PC Sheets, PE Pipes, Onion & Vegetable Dehydration, Fruit Processing.

c) Non-conventional Energy: Wind Energy, Solar & Bio-gas.

- The revenue and results figure given above are directly identifiable to respective segments and expenditure on common services incurred at the corporate level are not directly identifiable to respective segments have been shown as "Other Un-allocable expenditure”.

- The other information figures given above are directly identifiable to respective segments and information for corporate services for head office and investments related to acquisitions have been shown as "Others Un-allocable”.

B] Derivative instruments outstanding

I. The company has Interest Rate Swap (IRS) on foreign currency loans - Long term Loan of US$ 2.73 million (PY US$ 8.18 million)

II. The Company has Principal only Swap (POS) on foreign currency loans - Long term Loan of CHF Nil million & US$ 21.22 million (PY CHF Nil & US$ 24.24 million)

III. The company have forward cover on foreign currency loans US$ 5.43 million (PY US$ 5.81 million)

3. Related party transactions A] Related parties and their relation

[1] Subsidiary companies

i) JISL Overseas Ltd., Mauritius iii) Jain Processed Foods Trading & Investments Pvt. Ltd., Jalgaon

ii) Jain International Trading B.V., Netherland iv) Jain Farm Fresh Foods Ltd.

Note: Previous year''s figures are given in bracket & italics

Personal guarantees of promoters given to Consortium bank and FI''s for various credit facilities provided to the Company and counter guaranteed by the Company is amounting to Rs. 43,249.94 million (PY Rs. 44,740.94 million).

The Company, in its quest for rural development, has supported through investment in buildings, facility and infrastructure in an initiative by Bhavarlal & Kantabai Jain Multipurpose Foundation to establish a residential school called "Anubhuti School" based upon Indian ethos and values. The company also derives benefit from this investment in the form of usage of these facilities; children of company''s associates get priority admission into the school, etc. Company with help of trust will make further efforts to get extra gains from this investment as part of its corporate social responsibility initiative commitments.

[1] * Wholly Owned Subsidiary Companies

[2] * Fellow Subsidiary Companies

[3] * Companies / Firms in which director, director''s relatives are Directors / Shareholders / Partners

[4] * Key management personnel

[5] * Relatives of Key management personnel

[6] * Associate Company

4. Small Enterprises and Medium Enterprises

To the extent, the Company has received intimation from the "suppliers” regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006, the details are provided as under:

5. Research and development expenditure

Expenditure incurred on in-house research & development facility by the company:

Expenditure (charged out through the natural heads of the accounts) in respect of eligible facilities

a) Loans and advances shown above fall under the category of loans and advances in the nature of loans where there is no repayment schedule, is payable on demand.

b) The above subsidiaries have not made investments in the shares of the Company.

c) Loans to employees have been considered to be outside the purview of disclosure requirements.

d) Sustainable Agro-Commercial Finance Ltd. - (SAFL was subsidiary till 31st March, 2015 only, later Associate Company)

6. Remittance in foreign currency for dividend

The Company has remitted Rs. 109.67 million (PY Rs. 126.38 million) on account of dividend payable pertaining to year 2014-15 to the non-resident shareholders on 219,330,935 (PY 252,763,348) number of ordinary shares held by them.

7. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

8. The Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)

9. Pursuant to the notification dated August 29, 2014 issued by the Ministry of Corporate Affairs, the Company has complied with the requirements of paragraph 4(a) of Notes to Schedule II of the Companies Act, 2013 relating to Componentization in FY 2015-16. This has resulted in higher depreciation of Rs. 51.68 million in FY 2015-16.

10. Effective April 01, 2015, the Company has exercised an option given under paragraph 46A of Accounting Standard for the Effect of Changes in Foreign Exchange Rates (AS 11) prescribed under Section 133 of Companies Act, 2013 whereby exchange differences arising on long term foreign currency monetary items relating to depreciable assets are adjusted in fixed assets and depreciated over the remaining life of such assets and in other cases are accumulated in Foreign Currency Monetary item Translation Difference Account (FCMTDA) to be amortized over balance period of long term foreign currency monetary items. Accordingly, the exchange difference of Rs. 344.67 million has been adjusted in fixed assets on which depreciation of Rs. 31.45 million has been provided and Rs. 203.08 million has been carried under FCMTDA (net of amortization of Rs. 83.90 million).

11. The Payment of Bonus Act, 1965 has been amended with retrospective effect from April 1, 2014, to enhance the eligibility limit for payment of bonus to workmen from Rs. 10,000 to Rs. 21,000 per month, and the wage ceiling from Rs. 3,500 to Rs. 7,000 per month or the minimum wage for a scheduled employment as fixed by Government, whichever is higher. Consequently during the Year the Company has made provision of Rs. 67.31 million for the year ended March 31, 2016. However, bonus liability pertaining to financial year 2014-15 is not provided based on legal opinion in view of stay granted by Kerala High Court and Karnataka High Court.

12. In terms of the approval of the Board of Directors of the Company dated August 24, 2015, Shareholders'' approval by way of postal ballot and pursuant the Business Transfer Agreement dated February 19, 2016 or any supplement or modification thereto, Jain Irrigation Systems Limited has sold the Indian Food Business to Jain Farm fresh Foods Ltd. with effect from close of business hours on March 31, 2016 on slump sale basis as a going concern. Pursuant to the slump sale, the entire assets (whether movable or immovable, real or personal, corporeal or incorporeal, tangible or intangible, business and commercial rights, track record, employees etc.) and licenses, permits, certifications, liabilities of the Indian Food Business located in India are sold to Jain Farm Fresh Foods Ltd. assets and liabilities transferred pursuant to slump sale are as under:

Pending the receipt of the approval from the Ministry of Corporate Affairs of Government of India, the 4 Executive Directors are paid only restricted remuneration as minimum remuneration during the FY 2016.


Mar 31, 2015

1. Rights, preferences and restrictions attached to equity shares

Each holder of ordinary equity shares is entitled to one vote per share. They have right to receive dividend proposed by the Board of directors and approved by the shareholders in the annual general meeting, right to receive annual report and other quarterly/half yearly/annually reports/notices and right to get new shares proportionately in case of issuance of additional shares by the Company.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of ordinary equity shares held by the shareholders. The Company has a first and paramount lien upon all the ordinary equity shares.

2. Terms and conditions of differential voting rights (DVR)

The DVR equity shareholders have the same rights as the ordinary equity shares of the company except voting rights. Every 10 DVR equity shares have one voting right on poll (on show of hands however, they carry 1 vote for every person voting). Any DVR holder holding less than 10 DVR equity shares hold fractional voting rights. The DVR equity shares have right to receive full dividend, to receive annual report and other information/correspondence from time to time, to receive bonus and/or rights shares of the same class of shares as and when such an issue is made in respect of ordinary equity shares and in the same ratio and terms.

In case of buy back or reduction of capital of ordinary equity shares, the DVR equity shares have right subject to buyback or reduction on the same terms as ordinary equity shares. Further, in case of issue of ordinary equity shares or any other securities or assets to ordinary equity shares in case of amalgamation/demerger/ re-organisation/reconstruction, the DVR equity shares have right to receive DVR equity shares and any other securities/assets as issued to ordinary equity shares. They have right to hold separate class meeting if their rights are affected in any manner adversely.

3. Long term borrowings

Security details:

i) Central Bank of India: Term Loan: CY Rs. Nil (PY Rs. 250.00 million)

The Term Loan is secured by First charge ranking Pari-Passu by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere. The Term Loan is further secured by way of first pari passu charge on movable assets of the Company.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

ii) Export Import Bank of India (EXIM): Foreign Currency Term Loan:

Import Finance Programme (US$ 1.05 million): Rs. 48.22 million (PY Rs. 61.74 million)

The facility i.e. Non-Fund based by issuance of Standby Letter of Credit (SBLC) is secured exclusively by way of mortgage by deposit of title deeds of agricultural lands covered under Gat No. 17/1 and measuring 14H-18R situated at Takarkheda Shiver, Taluka Erandol, District Jalgaon in the state of Maharashtra for due repayment and discharge by the Company to Exim Bank of the said facility and reimbursement of payments, if any, that may need to be made by Exim bank under or in respect of the SBLC(s) granted/agreed to be granted.

The above facility is also personally guaranteed by the Managing Director and Joint Managing Director of the Company in their personal capacity.

iii) Export Import Bank of India (EXIM): Foreign Currency Term Loan: Import Finance Programme (US$ 2.50 million): CY: Nil (PY Rs. 22.13 million)

The loan together with interest, commitment charges, liquidated damages, costs expenses and all other monies payable to EXIM Bank is secured by a first charge on the whole of movable fixed assets of Company both present and future, including its movable plant and machinery, equipments, appliances, furniture, vehicles, machinery spares and stores and accessories whether or not installed and related movables in the course of transit or delivery whether now belonging or which may hereafter belong to the Company or which may be held by any person at any place within or outside India to the order or disposition of the Company and all documents of title including bills of lading, shipping documents, policies of insurance and other instruments and documents relating to such movables together with benefits of all rights thereto. The loans are further secured by First charge ranking Pari-Passu by way of equitable mortgage by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding the assets charged exclusively as mentioned in these notes.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

iv) ECB Loan - International Finance Corporation (IFC) of US$ 60 million: CY Rs. 1,365.61 million (PY US$ 60 million equivalent to Rs. 1,966.91 million)

4. ECB Loan of US$ 15 million of IFC (Loan Key Number 2007872)

The ECB Loan is secured by exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor , Andhra Pradesh and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at both the plants of the Company at Chittoor, Andhra Pradesh.

5. ECB Loan of US$ 15 million of IFC (Loan Key Number 2008534)

Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company's facilities at Vadodara (Gujatat), Bhavnagar (Gujarat) and Hyderabad (Andhra Pradesh) and further secured by way of exclusive first ranking charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at Company's facilities at Vadodara (Gujatat), Bhavanagar (Gujarat) and Hyderabad (Andhra Pradesh)

6. ECB Loan of US$ 15 million of IFC (Loan Key Number 2009182)

Exclusive first Charge over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, office equipments, computers and all other fixed assets of the Company both present and future at Company's facilities at Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.

The above ECB loan (Loan Key Number 2009182) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

7. ECB Loan of US$ 15 million of IFC (Loan Key Number 2010019)

Exclusive first Charge over specific movable plant, machinery and equipment of the Company at Company's facilities at Plastic Park, Bambhori, Dist. Jalgaon, Maharashtra and further secured by way of exclusive first ranking charge by deposit of title deeds of selected immovable properties of the Company situated at Village Bambhori, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding assets charged exclusively as mentioned in these notes.

The above ECB loan (Loan Key Number 2010019) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

8. ECB Loan - Senior Lenders of US$ 89 million: CY Rs. 5,567.11 million (PY US$ 89 million equivalent to Rs. 5,359.87 million)

9. International Finance Corporation (IFC) of US$ 24.00 million: CY Rs. 1,501.80 million (PY US$ 24.00 million equivalent to Rs. 1,442.95 million) (Loan Key No 201210122)

10. Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 17.00 million: CY Rs. 1,061.41 million (PY US$ 17.00 million equivalent to Rs. 1,030.56 million) (Loan Key No 201212201)

11. Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V (FMO) of US$ 3.00 million: CY Rs. 187.31 million (PY US$ 3.00 million equivalent to Rs. 181.86 million) (Loan Key No 201212212)

12. Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 17.00 million: CY Rs. 1,064.05 million (PY US$ 17.00 million equivalent to Rs. 1,021.70 million) (Loan Key No 201212202)

13. Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco) of US$ 3.00 million: CY Rs. 187.77 million (PY US$ 3.00 million equivalent to Rs. 180.30 million) (Loan Key No 201212213)

14. Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG) of US$ 17.00 million: CY Rs. 1,064.05 million (PY US$ 17.00 million equivalent to Rs. 1,021.70 million) (Loan Key No 201212200)

15. Deutsche Investitions-Und Entwicklungsgesellschaft mbH (DEG) of US$ 8.00 million: CY Rs. 500.72 million (PY US$ 8.00 million equivalent to Rs. 480.80 million) (Loan Key No 201212214)

The charge ranks subservient to the charge created in favour of International Finance Corporation to secure its loan of US$ 60 million (Loan Key Nos. 2007872, 2008534, 2009182 and 2010019) over entire movable plant, machinery and equipment, including all the spare parts and all other movable fixed assets such as furniture, fixtures, installations, vehicles, office equipments, computers and all other fixed assets of the Company both present and future at both the plants of the Company at Chittoor (Andhra Pradesh), Vadodara, Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and Jalgaon Maharashtra) and further secured by way of subservient charge over the land and other immovable properties together with all building and structure thereon and all other plant and machinery at the plants of the Company at Chittoor, (Andhra Pradesh), Vadodara, Bhavnagar (Gujarat), Hyderabad (Andhra Pradesh) and specific immovable and movable properties at Jalgaon (Maharashtra).

The above ECB loan (Loan Key Number 201210122) is also personally guaranteed by three Directors including Managing Director of the Company in their personal capacity.

The above is interim security and was completed in April 2013. Once the final security is created the interim security will be vacated.

The above ECB loans are further secured by way of exclusive charge by way of Registered Mortgage on the following immovable properties of the Company:

16. Gat No. 220, total admeasuring H.1.58 R. assessed at Rs. 316.20 Ps situated at Bambhori (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon:

17. Gat No. 118/1, total admeasuring H.0.99 R. assessed at Rs. 995.00 Ps situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:

18. Gat No. 119/1, total admeasuring H.1.42 R. assessed at Rs. 1,420.00 Ps situated at Eklagna, Tal. Dharangaon, Dist. Jalgaon:

19. Gat No. 122, total admeasuring H.1.76 R. assessed at Rs. 1,760.00 Ps situated at Eklagna Tal. Dharangaon, Dist. Jalgaon:

20. Gat No. 139/11, total admeasuring H.3.06 R. assessed at Rs. 4,590.00 Ps situated at Shirsoli P.B. Tal. & Dist. Jalgaon:

21. Gat No. 139/12, total admeasuring H.3.08 R. assessed at Rs. 4,620.00 Ps situated at Shirsoli P.B. Tal. & Dist. Jalgaon: together with all existing and future buildings, erections, structures, godowns and constructions of every kind and description and together with all the trees, fences, hedges, ditches, ways, sewers, drains, waters, watercourses, liberties, privileges, easements and appurtenances whatsoever to the said land, hereditaments and premises or any of them or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto AND ALL the estate, right, title, interest property, claims and demands whatsoever of the Company in, to and upon the same, which description shall include all property of the above description whether presently in existence or constructed or acquired hereafter.

22. IDFC Ltd: Term Loan: CY Rs. 588.32 million (PY Rs. 715.00 million)

The Term Loan is secured by a first charge on movable properties including plant & Machinery, machinery spares, vehicles, equipments, all office equipment and furniture and other movable assets pertaining to project and book debts, receivables, commission, revenue of project.

The loan is further secured by First charge by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.

The loan is also personally guaranteed by the Managing Director and three other Directors of the Company in their personal capacity.

23. Rabo India Finance Limited: Term Loan: CY Rs. Nil (PY Rs. 345.06 million)

The Term Loan is secured by exclusive charge by way of hypothecation/mortgage on specific fixed assets of the Company.

The loans as above are also personally guaranteed by the Managing Director and one other Director of the Company in their personal capacity.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

24. GE Capital Services India: Term Loan: CY Rs. Nil (PY Rs. 330.00 million)

The Term Loan is secured by exclusive charge by way of hypothecation of specific Equipment's/Machinery of the Company

The loans as above are also personally guaranteed by the Managing Director and one other Director of the Company in their personal capacity. Perfection of security is under process.

The above loan has been fully repaid and filing of memorandum of complete satisfaction of charge with the Registrar of Companies, Maharashtra, Mumbai is in process.

25. The South Indian Bank Ltd: Term Loan: CY Rs. 500.00 million (PY Rs. 500.00 million)

The Term Loan is secured by first charge by way of Equitable mortgage on the various immovable properties of the Company situated at Elayamuthoor villiage, Andiyagoundanoor village, West Komaralingam village, Udumalpet Taluk, Tiruppur district, Tamilnadu.

The loans as above are also personally guaranteed by the Managing Director of the Company in his personal capacity.

26. Vehicle Loan: CY Rs. 31.91 million (PY Rs. 48.46 million)

The loan is secured by exclusive charge on specific vehicles.

xi) Corporate Loan/Term Loans: CY Rs. 3,500.00 million (PY Nil)

a. IFCI Ltd: Corporate Loan* : CY Rs. 1,000.00 million (PY Nil)

b. IFCI Ltd: Corporate Loan* : CY Rs. 1,000.00 million (PY Nil)

c. Union Bank of India (UBI) : CY Rs. 500.00 million (PY Nil) : Term Loan**

d. Yes Bank Ltd: Term Loan*** : CY Rs. 1,000.00 million (PY Nil)

The above Corporate Loans/Term Loans are secured by First charge by way of registered mortgage in favour of Security Trustee i.e. IDBI Trusteeship Services Ltd on selected immovable properties of the Company situated at Village Bambhori, (Pr. Ch.), Tal. Dharangaon, Dist. Jalgaon 425001 and Shirsoli, Dist. Jalgaon-425001 in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however excluding the assets charged exclusively as mentioned elsewhere.

* The above Corporate Loans are also secured by exclusive charge by way of registered mortgage on the freehold lands admeasuring 270.35 acres situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in Tamil Nadu, together with all buildings, structures, erections, etc. constructed and/or to be constructed thereon, both present and future, and being, lying and situated at Madathukulam Taluk, Tirupur District & Palani Taluk, Dindigul District near Coimbatore in the state of Tamil Nadu and within the jurisdiction of Sub Registration District of Udumalpet, and within the Registration District of Tirupur and Sub Registration District of Keeranur, and within the Registration District of Palani, in the State of Tamil Nadu belonging to the Company.

The above corporate Loans are also personally guaranteed by the Managing Director of the Company in his personal capacity.

** The above Term loan of UBI is also personally guaranteed by four Directors including Managing Director of the Company in their personal capacity.

*** The above Term Loan of Yes Bank Ltd is also personally guaranteed by the Managing Director of the Company in his personal capacity

27. Security details

i. Working Capital Loans: (Including WCTL, Cash Credit, Export Packing Credit, FCTL & FCNRB): CY Rs.13,928.91 million (PY Rs. 14,913.58 million)

Consortium of Banks (In Alphabetical order) led by State Bank of India, Corporate Accounts Group (CAG Branch), Mumbai and D N Road Branch, Mumbai (and sub limit with State Bank of India, Dana Bazar Branch, Jalgaon), Axis Bank Ltd, Mumbai, Bank of Baroda, Mumbai, Canara Bank, Jalgaon, DBS Bank Ltd, Mumbai, Export Import Bank of India, Mumbai, IDBI Bank Ltd, Jalgaon & Pune, Indian Bank, Mumbai, Punjab National Bank, Mumbai Rabo Bank International, Mumbai, Standard Chartered Bank, Mumbai, State Bank of Patiala, Mumbai, Syndicate Bank, Mumbai, Union Bank of India, Mumbai and Yes Bank Ltd, Mumbai.

The working capital loans are secured by a first pari-passu (between consortium members) charge on whole of Company's present and future stocks of raw material, finished goods, stocks in process, stores and spares and other raw materials, stored whether raw or in process of manufacture and all articles manufactured there from brought into store or be in or around the Company's godowns or factory premises at Jalgaon or elsewhere, including goods in transit or delivery and the Company's present and future book debts, outstanding monies, receivable, claims, bills, contracts, engagements, securities, investments, rights and assets of the Company. The Working Capital Facilities as above are further secured by a second charge (First charge in case of FCTL and FCNRB) ranking Pari-Passu by way of equitable mortgage by deposits of title deeds of selected immovable properties of the Company situated at Village Bambhori & Shirsoli, Dist. Jalgaon in State of Maharashtra together with all buildings, structures thereon and all plant and machinery attached to earth however, excluding assets charged exclusively as mentioned in these notes.

The working capital loans are also secured by personal guarantee by the Managing Director and three other Directors of the Company in their personal capacity.

28. Employee stock option plan

Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, Nomination and Remuneration Committee (formerly Compensation committee) compensation committee of the company has approved/ allotted following options to the eligible employees including working & non-executive directors.

The discount to market price on above ESOP has been accounted/ amortized in the annexed accounts based on vesting period and as per the accounting policies specified in Schedule 1 of the ESOP Guidelines issued by the SEBI. No employee has been issued options entitling such person to subscribe more than 1% of Equity Share Capital of the Company. Out of the total 10,000,000 ESOPs granted, as of March 31, 2015, 7,053,925 ESOPs have been converted into equity shares of the Company.

A Pursuant to resolution passed in AGM held on 27th September 2013, the issue price has been revised to 10% discounted price of share price existed on date of AGM or price as may be determined by ESOP Committee from time to time.

29. Leases

The Company has entered into "Operating lease for premises" as defined in the Accounting Standard 19 (AS-19). Significant terms of the lease agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period

30. Derivative instruments outstanding

I. The company has Interest Rate Swap (IRS) on foreign currency loans - Long term Loan of US$ 8.18 million (PY US$ 13.63 million)

II. The Company has Principal only Swap (POS) on foreign currency loans - Long term Loan of CHF Nil million & US$ 24.24 million (PY CHF 0.95 million & US$ 24.24 million)

III. The company have forward cover on Foreign Currency Loans US$ 5.81 million (PY US$ 5.81 million)

31. Related party transactions

A] Related parties and their relation

[1] Subsidiary companies

i) JISL Overseas Ltd., Mauritius

ii) Jain International Trading B.V., Netherland

iii) Sustainable Agro-Commercial Finance Ltd. (subsidiary till date 30th March 2015)

32. Fellow subsidiary companies - second/multi-level

Jain (Americas) Inc., USA

Subsidiary of JISL Overseas Ltd., Mauritius

Jain (Europe) Ltd., UK

Jain Overseas B.V., Netherland WOS of Jain International Trading B.V., Netherland

Cascade Specialties Inc., USA

Subsidiary of Jain (Americas) Inc., USA

Jain Irrigation Holding Inc., USA

Jain Irrigation Inc., USA WOS of Jain Irrigation Holding, Inc., Delaware

Point Source Irrigation Inc., USA

WOS of Jain Irrigation Inc., USA

Jain Agriculture Services LLC.,USA JISL Global S.A., Switzerland

Jain (Israel) B.V., Netherland WOS of Jain Overseas B.V., Netherland

Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey

JISL Systems SA, Switzerland WOS of JISL Global SA, Switzerland

THE Machines SA, Switzerland WOS of JISL Systems SA, Switzerland

Pro-Tool AG, Switzerland Subsidiary of THE Machine S.A., Switzerland

Naandan Jain Irrigation Ltd., Israel WOS of Jain (Israel) B.V., Netherland

Naan Dan Agro-Pro Ltd., Israel

NaanDan Jain France Sarl, France

NaanDan Jain Australia Pty Ltd., Australia

NaanDan Do Brasil Participacoes Ltd., Brazil

NaanDan Jain Industria E Comercio De Equipmentos Ltd., Brazil

NaanDan Jain Mexico, S.A. De C.V., Mexico Subsidiary of Naandan Jain Irrigation Ltd., Israel

NaanDan Jain S.R.L., Italy

NaanDan Jain Iberica S.C., Spain

NaanDan Jain Peru S.A.C., Peru

Naan Dan Jain Irrigation Projects S.R.L., Romania

Gavish Systems Limited, Israel

Dansystems S.A., Chile Joint Venture of Naandan Jain Irrigation Ltd., Israel

SQF 2009 Ltd., UK

Subsidiary of Jain (Europe) Ltd., UK

Ex-cel Plastics Ltd., Ireland Sleaford Food Group Ltd., UK

Sleaford Quality Foods Ltd., UK Wholly Owned Subsidiary of SQF 2009 Ltd., UK

Arnolds Quick Dried Foods Ltd., UK

33. Companies / Firms in which Director, Director's relatives are Directors/Shareholders/Partners

Companies

Jain Extrusion & Molding Pvt. Ltd.,

Jain Vanguard Polybutelyne Ltd.,

Atlaz Technology Pvt. Ltd,

JAF Products Pvt. Ltd,

Jalgaon Investment Pvt. Ltd.,

Jain Rotfil Heaters Pvt. Ltd.,

Jain e-agro.com India Pvt. Ltd.

Aadhunik Hi Tech Agriculture Pvt. Ltd.,

Kantabai Bhavarlal Jain Family Knowledge Institute

Pixel Point Pvt. Ltd.,

Labh Subh Securities International Ltd.,

Jain Brothers Industries Pvt. Ltd., Cosmos Investment & Trading Pvt. Ltd.,

Stock & Securities (India) Pvt. Ltd., Timbron India Pvt. Ltd.

Jain Green Energy Ltd.,

Gandhi Research Foundation

Partnership firms

Jain Computer & Allied Services, Jalgaon Udyog,

Jalgaon Metal & Bricks Manufacturing Co.,

Proprietorship

PVC Trading House, Plastic Enterprises,

Drip & Pipe Suppliers, Jain Sons & Investments Corporation,

Trust:

Anubhuti Scholarship Foundation,

Bhavarlal and Kantabai Jain Multipurpose Foundation,

Trust entities

Jain Family Holding Trust Jain Family Investment Trust

Jain Family Enterprises Trust Jain Family Investment Management Trust

Jain Family Trust

Foreign companies

Jain Investments & Finance B.V., Netherland Jain Overseas Investments Ltd., Mauritius

[4] Key management personnel & designation

Bhavarlal H. Jain (Chairman)

Anil B. Jain (Managing Director)

Atul B. Jain (Joint Managing Director)

Avdhut V. Ghodgaonkar (Company Secretary)

Ashok B. Jain (Vice Chairman)

Ajit B. Jain (Joint Managing Director)

R. Swaminathan (Whole Time Director) Manoj L. Lodha (Chief Financial Officer)

[5] Relatives of Key management personnel & designation

Jyoti Ashok Jain (Wife of Vice Chairman)

Shobhana Ajit Jain (Wife of Joint Managing Director)

Bhamini Swaminathan (Wife of Whole Time Director)

Ms. Arohi Ashok Jain (Daughter of Vice Chairman)

Master Athang Anil Jain (Son of Managing Director)

Ms. Ashuli Anil Jain (Daughter of Managing Director)

Master Abhang Ajit Jain (Son of Joint Managing Director)

Ms. Suchitra R. Swaminathan (Daughter of Whole Time Director)

Nisha Anil Jain (Wife of Managing Director)

Bhavana Atul Jain (Wife of Joint Managing Director)

Manisha Manoj Lodha(Wife of Chief Financial Officer)

Master Aatman Ashok Jain (Son of Vice Chairman)

Ms. Amoli Anil Jain (Daughter of Managing Director)

Master Abhedya Ajit Jain (Son of Joint Managing Director)

Master Anmay Atul Jain (Son of Joint Managing Director)

34. Associate Company

Sustainable Agro-Commercial Finance Ltd.(associate w.e.f.31st March 2015)

35. Contingent liabilities

Rs. in Million

31-Mar-15 31-Mar-14

(a) Contingent liabilities not provided for in respect of

i) Claims not acknowledged as debts in respect of:

- Customs and excise duty [Paid under 570.30 547.27 protest Rs. 59.83 million (PY Rs. 49.83 million)]

- Other taxes & levies [Paid under 118.26 74.42 protest Rs. 23.06 million (PY Rs. 23.06 million)]

- Others (legal case) 62.08 45.58

ii) Guarantees given by the company's 4,325.47 2,349.50 bankers in the normal course of business

iii) Bills discounted with consortium 554.19 932.47 banks

iv) Export obligation towards duty saved 816.45 1,009.81 amount under EPCG scheme

v) Corporate guarantees given for 3,916.76 3,363.95 repayment of indebtedness of overseas subsidiaries

vi) SBLC issued by bank for repayment - 411.38 of indebtedness of overseas subsidiaries

vii) Corporate counter guarantee given 938.86 1,202.00 for repayment of indebtedness of Kibbuz Naan Israel.

During financial year 2012-13,one of the step down subsidiary of the company has exercised call option to acquire the remaining shares (49.999%) of NaandanJain Irrigation Ltd., Israel for an amount of US$ 34.00 million of which first three installment has been paid and balance US$ 15.00 million is payable in three annual installments up to June, 2017. The balance obligation of US$ 15.00 million is guaranteed by Exim Bank and is also counter guaranteed by the company.

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable in respect of these claims.

(b) Estimated amount of contracts remaining 338.38 515.66 to be executed on capital account and not provided for (net of advances)

36. Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31-Mar-2015 and 31-Mar-2014

37 . Research and development expenditure

Expenditure incurred on in-house research & development facility by the company:

Expenditure (charged out through the natural heads of the accounts) in respect of eligible facilities

38. Remittance in foreign currency for dividend

The Company has remitted Rs. 126.38 million (PY Rs. 199.78 million) on account of dividend payable pertaining to year 2014-15 to the non-resident shareholders on 252,763,348 (PY 199,782,844) number of ordinary shares held by them.

39. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

40. The Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)

41. Pursuant to compliance with the provisions of revised Schedule II of the Companies Act, 2013, (Act) the Management of the Company has reviewed / determined their remaining useful lives of the tangible fixed assets. Accordingly, the depreciation on tangible fixed assets (except that on significant components) is provided for in accordance with the provisions of Schedule II to the Companies Act, 2013. As permitted by Schedule II ( as amended) of the Act, the Company would work out revised useful life based on technical evaluation of its significant components and would depreciate them accordingly from the financial year beginning 1st April, 2015. In respect of assets where the remaining useful life is 'Nil', the carrying amount of Rs. 187.40 million (net of tax effect of Rs. 57.91 million) after retaining the estimated residual value as determined by the Management as of 1st April, 2014 has been adjusted against the opening balance of retained earnings as on that date. On account of the above change, depreciation for the current year is higher by Rs. 395.04 million.

42. Comparative previous year's figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to conform to current year's classification and presentation.


Mar 31, 2014

1. Employee stock option plan

Employee stock options and shares plan 2005 (ESOP) - out of 15,356,000 stock options, compensation committee of the company has approved/ allotted following options to the eligible employees including working & non-executive directors.

The discount to market price on above ESOP has been accounted/ amortized in the annexed accounts based on vesting period and as per the accounting policies specified in Schedule 1 of the ESOP guidelines issued by the SEBI.

No employee has been issued options entitling such person to subscribe more than 1% of Equity Share Capital of the Company.

Out of the total 10,000,000 ESOPs granted, as of March 31, 2014, 7,053,925 ESOPs have been converted into equity shares of the Company.

2. Leases

The Company has entered into "Operating lease for premises" as Defined in the Accounting Standard 19 (AS-19). significant terms of the lease agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period

Notes:

- Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17) taking into account the organization structure as well as the differential risks and returns of these segments.

- The Company has disclosed Business segment as the primary segment and type of products and services in each segment: a) Hi-tech Agri Input Products: Micro & Sprinkler Irrigation, PVC Pipes, Bio-tech Tissue Culture.

b) Industrial Products: PVC & PC Sheets, PE Pipes, Onion & Vegetable Dehydration, Fruit Processing.

c) Non-conventional Energy: Wind Energy, Solar & Bio-gas.

- The revenue and results figure given above are directly identifable to respective segments and expenditure on common services incurred at the corporate level are not directly identifable to respective segments have been shown as "Other Un-allocable expenditure".

- The Other information figures given above are directly identifable to respective segments and information for corporate services for head office and investments related to acquisitions have been shown as "Others Un- allocable".

B] Derivative instruments outstanding

I. The company has Interest Rate Swap (IRS) on foreign currency loans – Long term Loan of US$ 13.63 million (PY US$ 19.09 million)

II. The Company has Principal only Swap (POS) on foreign currency loans – Long term Loan of CHF 0.95 million & US$ 24.24 million (PY CHF 2.85 million & US$ Nil)

III. The company have forward cover on Foreign Currency Loans US$ 5.81 million (PY US$ Nil)

A] Related parties and their relation

[1] Subsidiary companies

JISL Overseas Ltd., Mauritius Jain International Trading B.V., Netherland

Sustainable Agro-Commercial Finance Ltd.

[2] Fellow subsidiary companies - second/multi-level

Jain (Americas) Inc., USA Jain (Europe) Ltd., UK

Subsidiary of JISL Overseas Ltd., Mauritius

Jain Overseas B.V., Netherland WOS of Jain International Trading B.V., Netherland

Cascade Specialties Inc., USA Jain Irrigation Holding, Inc., USA

Subsidiary of Jain (Americas) Inc., USA

Jain Irrigation Inc., USA WOS of Jain Irrigation Holding, Inc., Delaware

Point Source Irrigation Inc., USA WOS of Jain Irrigation Inc., USA

JISL Global SA, Switzerland

Jain (Israel) B.V., Netherland

Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey

WOS of Jain Overseas B.V., Netherland

JISL Systems SA, Switzerland WOS of JISL Global SA, Switzerland

THE Machines SA, Switzerland WOS of JISL Systems SA, Switzerland

Pro-Tool AG, Switzerland Subsidiary of THE Machine SA, Switzerland

Naandan Jain Irrigation Ltd., Israel WOS of Jain (Israel) B.V., Netherland

Naan Dan Agro-Pro Ltd., Israel

NaanDan Jain France Sarl., France

NaanDan Jain Australia Pty Ltd., Australia

NaanDan Do Brasil Participacoes Ltd., Brazil

NaanDan Jain Industria E Comercio De Equipmentos Ltd., Brazil

NaanDan Jain Mexico, SA De CV., Mexico

NaanDan Jain S.R.L., Italy

NaanDan Jain Iberica S.C., Spain

NaanDan Jain Peru S.A. C., Peru

Naan Dan Jain Irrigation Projects S.R.L., Romania

Subsidiary of Naandan Jain Irrigation Ltd., Israel

Dansystems S.A., Chile Joint Venture of Naandan Jain Irrigation Ltd.,Israel

SQF 2009 Ltd., UK Ex-cel Plastics Ltd., Ireland

Subsidiary of Jain (Europe) Ltd., UK

Sleaford Food Group Ltd., UK Sleaford Quality Foods Ltd., UK Arnolds Quick Dried Foods Ltd., UK

Wholly Owned Subsidiary of SQF 2009 Ltd.,UK

[3] Companies/ Firms in which Director, Director''s relatives are Directors/ Shareholders/ Partners Companies

Jain Extrusion & Molding Pvt. Ltd.,

Jain Vanguard Polybutelyne Ltd.,

Atlaz Technology Pvt. Ltd.,

JAF Products Pvt. Ltd.,

Jalgaon Investment Pvt. Ltd.,

Jain Rotfl Heaters Pvt. Ltd.,

Jain e-agro.com India Pvt. Ltd.,

Aadhunik Hi Tech Agriculture Pvt. Ltd.,

Kantabai Bhavarlal Jain Family Knowledge Institute

Pixel Point Pvt. Ltd.,

Labh Subh Securities International Ltd.,

Jain Brothers Industries Pvt. Ltd.,

Cosmos Investment & Trading Pvt. Ltd.,

Stock & Securities (India) Pvt. Ltd.,

Timbron India Pvt. Ltd.,

Jain Green Energy Ltd.,

Gandhi Research Foundation,

Partnership firms

Jain Computer & Allied Services, Jalgaon Metal & Bricks Manufacturing Co.,

Jalgaon Udyog,

Proprietorship

PVC Trading House, Drip & Pipe Suppliers,

Plastic Enterprises,

Jain Sons & Investments Corporation, Trust

Anubhuti Scholarship Foundation,

Bhavarlal and Kantabai Jain Multipurpose Foundation

Trust entities

Jain Family Holding Trust Jain Family Enterprises Trust Jain Family Trust

Jain Family Investment Trust

Jain Family Investment Management Trust

Foreign companies

Jain Investments & Finance B.V., Netherland

Jain Overseas Investments Ltd., Mauritius

[4] Key management personnel & designation

Bhavarlal H. Jain (Chairman) Anil B. Jain (Managing Director) Atul B. Jain (Joint Managing Director)

Ashok B. Jain (Vice Chairman)

Ajit B. Jain (Joint Managing Director)

R. Swaminathan (Whole Time Director)

[5] Relatives of Key management personnel & designation

Jyoti Ashok Jain (Wife of Vice Chairman) Nisha Anil Jain (Wife of Managing Director)

Shobhana Ajit Jain (Wife of Joint Managing Director) Bhavana Atul Jain (Wife of Joint Managing Director) Bhamini Swaminathan (Wife of Whole Time Director)

Ms. Arohi Ashok Jain (Daughter of Vice Chairman) Master Aatman Ashok Jain (Son of Vice Chairman)

Master Athang Anil Jain (Son of Managing Director) Ms. Amoli Anil Jain (Daughter of Managing Director)

Ms. Ashuli Anil Jain (Daughter of Managing Director) Master Abhedya Ajit Jain (Son of Joint Managing Director)

Master Abhang Ajit Jain (Son of Joint Managing Director) Master Anmay Atul Jain (Son of Joint Managing Director) Ms. Suchitra R. Swaminathan (Daughter of Whole Time Director)

Company with help of trust will make further efforts to get extra gains from this investment as part of its corporate social responsibility initiative commitments.

[1]* Wholly Owned Subsidiary Companies

[2]* Fellow Subsidiary Companies

[3]* Companies / Firms in which director, director''s relatives are Directors / Shareholders / Partners

[4]* Key management personnel

[5]* Relatives of Key management personnel & designation.

3. Contingent liabilities Rs. in Million

31-Mar-2014 31-Mar-2013

(a) Contingent liabilities not provided for in respect of

i) Claims not acknowledged as debts in respect of:

- Customs and excise duty [Paid under protest Rs. 49.83 million (PY Rs. 40.78 million)] 370.27 347.17

- Other taxes & levies [Paid under protest Rs. 23.06 million (PY Rs. 77.21 million)] 74.42 435.43

- Others (legal case) 45.58 40.44 ii) Guarantees given by the company''s bankers in the normal course of business 2,349.50 1,715.05

iii) Bills discounted with consortium banks 932.47 644.83

iv) Export obligation towards duty saved amount under EPCG scheme 1,009.81 1,198.59

v) Corporate guarantees given for repayment of indebtedness of overseas subsidiaries 3,363.95 2,869.81

vi) SBLC issued by bank for repayment of indebtedness of overseas subsidiaries 411.38 667.36

vii) Corporate counter guarantee given for repayment of indebtedness of Kibbuz Naan Israel 1,202.00 1,468.51 during financial year 2012-13, one of the step down subsidiary of the company has exercised call option to acquire the remaining shares (49.999%) of Naandan Jain Irrigation Ltd., Israel for an amount of US$ 34.00 million of which frst two installments of US$ 7.00 million each has been paid and balance US$ 20.00 million is payable in four annual installments up to June, 2017.

The balance obligation of US$ 20.00 million is guaranteed by Exim Bank and counter guaranteed by the Company.

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable in respect of these claims.

(b) Estimated amount of contracts remaining to be executed on capital 515.66 732.11 account and not provided for (net of advances)

4. Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31-Mar-2014 and 31-Mar-2013


Mar 31, 2013

1. Leases

The Company has entered into "Operating lease for premises" as defined in the Accounting Standard 19 (AS-19). Significant terms of the lease agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period

2.Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31-Mar-2013 and 31-Mar-2012

3.Research and development expenditure

Expenditure incurred on in-house research & development facility by the company:

Expenditure (charged out through the natural heads of the accounts) in respect of eligible facilities

4. Remittance in foreign currency for dividend

The Company has remitted Rs. 199.78 million (PY: Rs. 236.35 million) on account of dividend payable pertaining to year 2011-12 to the non-resident shareholders on 199,782,844 (PY: 236,345,125) number of ordinary shares held by them.

5. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

6. Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)

7. Comparative previous year''s figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to conform to current year''s classification and presentation.


Mar 31, 2012

1. Contingent liabilities

Rs. in Million

(a) Contingent liabilities not provided for in respect of 31-Mar-2012 31-Mar-2011

i) Claims not acknowledged as debts in respect of:

- Customs and excise duty 283.97 281.47

- Other taxes & levies 69.42 73.78

- Others (legal case) 22.44 52.71

ii) Guarantees given by the company's bankers in the normal course of business 1,704.30 1,263.65

iii) Export bills discounted of related party with consortium banks 1,242.43 104.07

iv) Export obligation towards duty saved amount under EPCG scheme 1,446.10 1,834.10

v) Corporate guarantees given for repayment of indebtedness of overseas subsidiaries 2,141.08 1,802.04

vi) SBLC issued by bank for repayment of indebtedness of overseas subsidiaries 1,268.68 1,451.13

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities, which may arise, or the amounts, which may be refundable in respect of these claims.

(b) Estimated amount of contracts remaining to be executed on capital account and 831.05 603.58 not provided for (net of advances)

2. Micro, Small and Medium Enterprises

The company has no dues to Micro, Small and Medium Enterprises at the year ended 31st March 2012 and 31st March 2011

3. Remittance in foreign currency for dividend

The Company has remitted Rs. 236.35 million (PY: Rs. 200.22 million) on account of dividend payable pertaining to year 2010-11 to the non-resident shareholders on 236,345,125 (PY : 44,493,498) number of ordinary shares held by them.

4. The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

5. Amounts less than Rs. 5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One million = Ten Lacs)

6. As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial Statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the year ended March 31, 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included in the financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI.


Mar 31, 2011

1) A) Contingent Liabilities not provided for in respect of :

[Rs. in Million]

31-Mar-11 31-Mar-10

i) Claims not acknowledged as Debts in respect of:

- Customs and Excise Duty 281.47 271.35

- Other Taxes & Levies 73.78 110.90

- Others (Legal Case) 52.71 49.74

ii) Guarantees given by the Company's Bankers in the normal course of business 1,263.65 932.56

iii) Bills Discounted with the banks. 454.45 244.28

iv) Export obligation towards duty saved amount under EPCG Scheme 1,834.10 5,851.26

v) Corporate Guarantees given for repayment of indebtedness of Overseas Subsidiaries 1,802.04 1,379.49

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities which may arise or the amounts which may be refundable in respect of these claims.

B) Estimated amount of Contracts remaining to be executed on 603.58 591.07 Capital Account and not provided for (net of advances)

2) On 29th March 2006, Company had issued 60,000 Zero Coupon Currency Convertible Bonds (ZCCBs) (due on 30th March 2011) at face value of US$ 1,000.00 each aggregating to US$ 60.00 Million at a redemption price of 139.37%. The bondholder had the option to convert the bonds into fully paid Equity Shares of Rs.10/- each (at a premium of Rs. 335.59 per share) in the ratio of 1:1.283602 on or before 28th February 2011 (with fixed rate of exchange on conversion at Rs. 44.36 to US$=1). These bonds were to be redeemed, in whole but not in part at the option of the Company on or at any time after 29th March 2009 subject to satisfaction of certain pre conditions. As of the Balance Sheet date, all bondholders representing 60,000 (100%) bonds have opted for conversion into Equity Shares and 7,701,602 Equity Shares of face value of Rs. 10/- have been allotted (with a premium of Rs. 335.59 per share).

3) Employees Stock Options and Shares Plan 2005 (ESOP) - Out of 15,356,000 Stock Options, Compensation Committee of the Company has approved/ allotted following options to the eligible employees including working & non executive Directors.

The discount to market price on above ESOP has been accounted/ amortized in the annexed accounts based on vesting period and as per the accounting policies specified in Schedule 1 of the ESOP Guidelines issued by the SEBI. No employee has been issued options entitling such person to subscribe more than 1% of Equity Share Capital of the Company.

Out of the total 10,000,000 ESOPs granted, as of 31st March 2011, 68,92,300 ESOPs have been converted into equity shares of the Company.

The estimate of future salary increase considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factor.

Further, contribution to Defined Contribution Plan recognised as expense for the year as under:

a) Employers Contribution to Provident Fund Rs.29.72 Million (Previous year : Rs.19.04 Million) deposited with concerned authority.

b) Employers Contribution to Pension Scheme Rs.30.93 Million (Previous year : Rs. 23.77 Million) deposited with concerned authority.

c) Employers Contribution to Superannuation Fund Rs. 37.05 Million (Previous year : Rs.10.36 Million) managed by a Trust.

b) Determination of Net Profits in accordance with the provisions of Section 198(1) of the Companies Act, 1956 and percentage of profits being paid to working Directors and Non Executive Directors:

Remuneration and commission as Percentage of Net profits U/s Section 198 is 4.11% (Previous year : 4.29%) During the year Company has given commission to Non Executive Directors of Rs. 5.00 million (Previous year : Rs. 5.50 Million), which is around 0.11% (Previous year : 0.13%) of profit U/s 198.

Standalone Annual Accounts

7) Related Party Disclosure as required by the Accounting Standard 18 (AS18): A] Related parties and their relation:

[1] Wholly Owned Subsidiary Companies:

JISL Overseas Ltd., Mauritius.

Jain International Trading BV, Netherlands

[2] Fellow Subsidiary Companies:

Jain (Europe ) Ltd. UK Wholly Owned Subsidiaries of JISL Overseas Ltd., Jain ( Americas ) Inc. USA, Mauritius.

Jain Overseas BV. Netherland

Nu Cedar Mills Inc. USA,

[Merged in Jain (Americas) Inc,

USA w.e.f. 31st March 2011 ]

Subsidiaries of Jain (Americas) Inc, USA Cascade Specialties Inc. USA

Jain Irrigation Holding Inc. USA

Jain Irrigation Inc, California } Subsidiary of Jain Irrigation Holding Corporation

Point Source Irrigation, Inc., USA Wholly Owned Subsidiary of Jain Irrigation Inc, Californ

JISL Global SA JISL (Israel) BV, Netherland Wholly owned Subsidiaries of Jain Overseas B V, Netherland

JISL Systems SA Wholly Owned Subsidiaries of JISL Global SA

Naandan Jain Irrigation CS Ltd Subsidiary of Jain (Israel) BV, Netherland

THE Machines SA Subsidiary of JISL Systems SA, Switzerland

Sleaford Quality Foods Ltd. w.e.f. 2nd Nov. 2010 Subsidiary of Jain (Europe ) Ltd. UK

Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Subsidiary of Jain Overseas B V, Sirkti, Turkey Netherland

NaanDan Agro-Pro Ltd, Israel

NaanDanJain France Sarl, France

NaanDanJain Australia Pty Ltd, Australia

NaanDan Do Brasil Participacoes Ltda., Brazil

NaanDanJain Industria E Comercio de Equipmentos Ltda., Brasil

Dansystems S.A., Chile Subsidiaries of Naandan Jain Irrigation CS Ltd, Israel NaanDanJain Mexico, S.A. De C.V. Mexico

NaanDanJain S.R.L., Italy

NaanDanJain Iberica S.C., Spain

NaanDanJain Peru S.A.C, Peru

NaanDanJain Irrigation Projects S.R.L., Romania

Naan Sprinklers and Irrigation Systems, INC, USA

Sleaford Food Group Ltd, Uk Sleaford Quality Foods Ltd, UK w.e.f. 2nd Nov. 2010 } Wholly owned Aronds Quick Dired Foods Ltd Uk Subsidiaries of SQF 2009 Ltd. UK

[3] Companies / Firms in which Director, Director's Relatives are Directors/Partners:

Companies

Jain Extrusion & Molding Pvt. Ltd.

Jain Vanguard Polybutelyne Ltd.

Atlaz Technology Pvt. Ltd.

JAF Products Pvt. Ltd.

Jalgaon Investment Pvt. Ltd.

Jain Rotfil Heaters Pvt. Ltd.

Jain e-agro.com India Pvt. Ltd.

Pixel Point Pvt. Ltd.

Labh Subh Securities International Ltd.

Jain Brothers Industries Pvt. Ltd.

Cosmos Investment & Trading Pvt. Ltd.

Stock & Securities (India) Pvt. Ltd.

Timbron India Pvt. Ltd.

Sustainable Agro-Commercial Finance Ltd.

Aadhunik Hi Tech Agriculture Pvt. Ltd. ( Formerly Gauri Hi Tech Agriculture Pvt. Ltd.) Jain Green Energy Ltd. (Formerly Jain Solar Systems Ltd.)

Partnership Firms

Jain Computer & Allied Services

Jalgaon Metal & Bricks Manufacturing Co.

Jalgaon Udyog

Proprietorship

PVC Trading House Drip & Pipe Suppliers

Plastic Enterprises

Jain Sons Investments Corporation Trust

Anubhuti Scholarship Foundation

Bhavarlal and Kantabai Jain Multipurpose Foundation

Gandhi Research Foundation

Trust Entities

Jain Family Holding Trust

Jain Family Enterprises Trust

Jain Family Trust

Jain Family Investment Trust

Jain Family Investment Management Trust

Foreign Companies

Jain Investments & Finance B V. Netherland

Jain Investment A. G., Switzerland

Jain Overseas Investments Ltd. Mauritius

[4] Key Management Personnel & Designation

Bhavarlal H. Jain (Chairman)

Anil B. Jain (Managing Director)

Atul B. Jain (Director - Marketing)

A. R. Barwe (Director) (Deceased on 05.10.2010)

V. V. Warty (Director – SBI Nominee)

D. R. Mehta (Director)

Ashok B. Jain (Vice Chairman)

Ajit B. Jain (Joint Managing Director)

R. Swaminathan (Whole Time Director)

Ramesh C A Jain (Director)

Radhika C Pereira (Director)

Ghanshyam Dass (Director)

[5] Relatives of Key Management Personnel & Designation

Jyoti A. Jain (Wife of Vice Chairman)

Shobhana A. Jain (Wife of Joint Managing Director)

Nisha A. Jain (Wife of Managing Director)

Bhavana A. Jain (Wife of Director – Marketing)

8) Leases:

The Company has entered into "Operating Lease for premises" as defined in the Accounting Standard 19 (AS-19). Significant terms of the Lease Agreement are:

a) No transfer of ownership on termination of lease,

b) No compensation for transfer on termination of lease.

c) No renewal of lease on expiry of the lease period.

12) Remittance in foreign currency for dividend:

The Company has remitted Rs. 200.22 Million (Previous year : Rs. 99.27 Million) on account of dividend payable pertaining to year 2010-11 to the non-resident shareholders on 44,493,498 (Previous year : 39,707,028) number of ordinary shares held by them.

b) The net un-realised loss aggregating Rs.194.83 Million (Previous year : Rs.260.80 Million) in respect of derivative instruments which qualify for hedge accounting have been accounted for as a Hedging Reserve to be ultimately recognized in the profit and loss account when the underlying transactions will be matured.

15) The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

16) During the year, pursuant to the approval of Shareholders in the EGM held on 9th March, 2011, a lot of 6,100,000 Equity Warrants was allotted as per SEBI (ICDR) Regulations 2009 and other applicable provisions of law at a price of Rs.228.15 each, aggregating to Rs.1,391.72 million. These warrants are to be converted to Equity Shares as per the terms of Issue. A deposit of Rs.57.0375 per Equity Warrant amounting to Rs. 347.93 million has been paid by the subscribers.

17) The Company was hitherto, amortising the Goodwill on acquisition in the year of acquisition. During the year, the company has changed its policy for amortisation of Goodwill in acquisition on the year to a period of five years from the date of acquisition. There is no impact on the Profit and Loss account for the year.

18) In terms of MOU dated 15th May 2008 entered by Company with Govt. of Maharashtra, (GoM), the Company has received an Eligibility Certificate (EC) under the Industrial Promotion Scheme (IPS) from DIC, GoM for Rs. 3,804.71 Million valid upto 7 years from date of commercial production (30.09.2009). The Company has taken credit for Rs.554.03 Million for the year ended 31st March, 2011 which includes Rs.142.39 Million for the period October 2009 to March 2010.

19) Pursuant to the Board decision dated 9th August 2010 and Shareholders decision dated 29th September 2010, the Company decided to split Equity Shares of Rs.10 each into Equity Shares of Rs.2 each. The Company fixed a Record Date of 1st November 2010 to make effective the split of shares as above.

20) Amounts less than Rs.5,000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One Million = Ten Lacs)


Mar 31, 2010

1) A) Contingent Liabilities not provided for in respect of: [Rs. in Million]

31-Mar-10 31-Mar-09

i) Claims not acknowledged as Debts in respect of:

- Customs and Excise Duty 271.35 68.49

- Other taxes & levies 110.9 -

- Others (Legal Case) 49.74 25.61

ii) Guarantees given by the Companys Bankers in the normal course of business 932.56 861.27

iii) Bills Discounted with the banks. 244.28 614.49

iv) Export obligation towards duty saved amount under EPCG Scheme 5,851.26 3,381.48

v) Corporate Guarantees given for repayment of indebtedness of Overseas 1,379.49 1,781.58 Subsidiaries

In respect of (i) above, the company has taken necessary legal steps to protect its position in respect of these claims, which, in its opinion, based on legal advice, are not expected to devolve. It is not possible to make any further determination of the liabilities which may arise or the amounts which may be refundable in respect of these claims.

B) Estimated amount of Contracts remaining to be executed on Capital Account 591.07 65.02 and not provided for (net of advances)

2) Pursuant to the approval of Shareholders dated 31-January-2006 and 30-September-2008, the Board of the Directors have been empowered to contribute towards rural development in general and in particularly to improve the knowledge, skill, efficiency and self-dependence of community. The amount of such contribution shall not exceed in aggregate 5.00% (Py 5.00%) of the annual net profits of the Company as reflected in the respective profit & loss account adopted by shareholders. Accordingly, during the year Rs.135.75 Million & aggregating till date sum of Rs.286.98 Million (till Py Rs.153.63 Million) has been accumulated for this purpose and the same will be accounted as expenses in the year of actual contribution. During the year Company has paid Rs.2.40 Million towards the same to specified parties.

3) On 29-March -2006, Company had issued 60,000 Zero Coupon Currency Convertible Bonds (ZCCBs) (due on 30- March-2011) at face value of US$ 1,000.00 each aggregating to US$ 60.00 Million at a redemption price of 139.37%. The bondholder has the option to convert the bonds into fully paid Equity Shares of Rs.10/- each (at a premium of Rs.335.59 per share) in the ratio of 1:1.283602 on or before 28-February-2011 (with fixed rate of exchange on conversion at Rs.44.36 to US$=1). These bonds may be redeemed, in whole but not in part at the option of the Company on or at any time after 29-March-2009 subject to satisfaction of certain conditions. Upon conversion of all ZCCBs into Equity, this will result in increase of Equity Shares capital by 7,701,606 shares and increase in net worth of the Company by Rs.2661.60 Million. As of the Balance Sheet date, bondholders representing 58,500 (97.50%) bonds have opted for conversion into Equity Shares and 7,509,062 Equity Shares of face value of Rs.10/- have been allotted (with a premium of Rs.335.59 per share).

4) Research and Development expenditure: Revenue expenditure, including overheads on research and development incurred and charged out during the year through the natural heads of account, aggregate Rs.48.48 Million (Py 34.99 Million). The capital expenditure incurred for research and development purposes, aggregate Rs.146.52 Million (Py Rs.69.71 Million).

5) Related Party Disclosure as required by the Accounting Standard 18 (AS18): A] Related parties and their relation:

[ 1] Wholly Owned Subsidiary Companies:

JISL Overseas Ltd., Mauritius.

Jain International Trading BV, Netherlands

[2] Fellow Subsidiary Companies:

Jain (Europe ) Ltd. UK Wholly Owned Subsidiaries of JISL Overseas Jain ( Americas ) Inc. USA, Ltd., Mauritius. Jain Overseas BV. Netherland

Nucedar Mills Inc. USA, Cascade Specialties Inc. USA Subsidiaries of Jain (Americas) Inc, USA

Jain Irrigation Holding Corporation Inc. USA

Jain Irrigation Inc, California } Subsidiaries of Jain Irrigation Holding Corporation Jain Global SA } Wholly Owned Subsidiaries of JISL Global SA

JISL Systems SA } Wholly Owned Subsidiaries of JISL Global SA

Naandan Jain Irrigation CS Ltd } Subsidiary of Jain (Israel) BV, Netherland

THE Machines SA } Subsidiary of JISL Systems SA, Switzerland

Jain Sulama Sistemleri Sanayi Ve Ticaret Anonim Sirkti, Turkey.} Subsidiary of Jain Overseas B V, Netherland

Naan Dan Agro-Pro Ltd, Israel NaanDan Jain France Sarl, France NaanDan Jain Australia Pty Ltd, Australia NaanDan Do Brasil Participacoes Ltda., Brazil

NaanDan Jain Industria E Comercio de Equipmentos Ltda. , Brazil

Subsidiaries of Naandan Jain Irrigation CS Dansystems S.A., Chile Ltd, Israel

Point Source Irrigation, Inc., USA NaanDanJain Mexico, S.A. De C.V. Mexico NaanDan Jain S.R.L., Italy NaanDan Jain Iberica S.C., Spain NaanDan Jain Peru S.A.C, Peru

[3] Companies / Firms in which Director, Directors Relatives are Directors/Partners:

Jain Extrusion & Molding Pvt. Ltd., Pixel Point Pvt. Ltd.,

Jain Vanguard Polybutelyne Ltd., Labh Subh Securities International Ltd.,

Atlaz Technology Pvt. Ltd, Jain Brothers Industries Pvt. Ltd.,

JAF Products Pvt. Ltd, Cosmos Investment & Trading Pvt. Ltd.,

Jalgaon Investment Pvt. Ltd, Stock & Securities (India) Pvt. Ltd.,

Jain Rotfil Heaters Pvt. Ltd., Jain Solar Systems Ltd

Timbron India Pvt. Ltd. Jain e-agro.com India Pvt. Ltd.

Gauri Hi Tech Agriculture Pvt. Ltd Gandhi Research Foundation,

Partnership Firms

Jain Computer & Allied Services, Jalgaon Udyog,

Jalgaon Metal & Bricks Manufacturing Co.,

Proprietorship

PVC Trading House, Plastic Enterprises,

Drip & Pipe Suppliers, Jain Sons Investments Corporation,

Trust:

Anubhuti Scholarship Foundation,

Foreign Companies:

Jain Investments & Finance BV. Netherland Jain Overseas Investments Ltd. Mauritius

[4] Key Management Personnel & Designation:

Bhavarlal H. Jain (Chairman), Ashok B. Jain (Vice Chairman),

Anil B. Jain (Managing Director), Ajit B. Jain (Joint Managing Director),

Atul B. Jain (Director-Marketing) (wef 01-09-2009) R. Swaminathan (Whole Time Director),

A. R. Barwe (Director) Ramesh C A Jain (Director)

V. V. Warty (Director – SBI Nominee) Radhika C Pereira (Director)

D. R. Mehta (Director) Ghanshyam Dass (Director)

[5] Relatives of Key Management Personnel & Designation:

Atul B. Jain (Chief Marketing Officer from 01-04-2009 to 31-08-2009),

Jyoti A. Jain (Wife of Vice Chairman), Nisha A. Jain (Wife of Managing Director),

Shobhana A. Jain (Wife of Joint Managing Director), Bhavana A. Jain (Wife of Director – Marketing)

6) Remittance in foreign currency for dividend:

The Company has remitted Rs. 99.27 Million (Py Rs. 81.38 Million) on account of dividend payable pertaining to year 2008-09 to the non-resident shareholders on 39707028 (Py 36,992,200) number of ordinary shares held by them.

7) The Company has a system of periodically reconciling outstanding balances of sundry debtors, advances, deposits, etc. and on such reconciliation; the necessary adjustments are made in accounts. Consequently, balances at the end of the year are as per books of accounts.

8) Additional information pursuant to the provision of paragraph in 3 and 4 of Part-II of "Schedule VI" to the Companies Act, 1956, is given in the Annexure "A" to "E"

9) Amounts less than Rs.5000 have been shown at actual in brackets since the amounts are rounded off to the nearest million. (One Million = Ten Lacs)

10) The previous financial years figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary. Cy : Current year & Py : Previous year