Directors Report of Jubilant Industries Ltd.

Mar 31, 2018

The Board of Directors are pleased to present the Twelfth Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year (FY) ended March 31, 2018

1. FINANCIAL RESULTS

(Rs. in million)

	Consolidated		Standalone
Particulars	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Total Revenue from Operations	4870.52	5504.76	217.08	278.60
Total Expenses	4924.28	5531.25	237.85	306.76
Operating Profit/(Loss)	(53.76)	(26.49)	(20.77)	(28.16)
Other Income	7.81	25.72	6.21	409.25
Profit/(Loss) before Tax	(45.95)	(0.77)	(14.56)	381.09
Tax Expenses	1.42	17.06	-	-
Reported Net Profit/(Loss) for the year	(47.37)	(17.83)	(14.56)	381.09
Other Comprehensive Income	1.15	(3.86)	(0.11)	(0.01)
Total Comprehensive Income for the year	(46.22)	(21.69)	(14.67)	381.08
Retained Earnings brought forward from previous year	(758.1 1)	(740.28)	1413.19	1032.10
Retained Earnings to be carried forward	(805.48)	(758.1 1)	1398.63	1413.19

Note : The consolidated revenue from operations (net of Excise Duty) during the FY 2017-18 stands at Rs. 4741 million against Rs. 5085 million in FY 2016-17

2. STATE OF COMPANY’S AFFAIRS & OPERATIONS

Jubilant Industries Limited (the Company) is a diversified Company engaged in manufacturing of Indian Made Foreign Liquor (IMFL), Agri Products and Performance Polymers. The Company manufactures IMFL at its manufacturing facility located at Nira in Maharashtra with a bottling capacity of 1,00,000 cases/month. The Company’s wholly owned subsidiary, Jubilant Agri and Consumer Products Limited (JACPL) manufactures Agri Products comprising of Single Super Phosphate (SSP) and Performance Polymers at its manufacturing facilities situated at Gajraula & Sahibabad in Uttar Pradesh, Kapasan in Rajasthan and Savli in Gujarat. JACPL is the sole manufacturer of food grade Polyvinyl Acetate (PVAc) in India having state of the art manufacturing facility situated at Gajraula in Uttar Pradesh and also the dominant player in manufacturing of VP Latex having state of the art manufacturing facility situated at Savli in Gujarat.

The Company’s brand ‘Ramban’ in Agri Products and ‘Jivanjor’ & ’Vamicol’ in Wood Adhesive are well known brands in their segments.

Financial Year 2017-18 has also experienced a major tax reform in India, Goods and Services Tax (‘GST’) that had impacted domestic business of your Company. GST, being a major tax reform is expected to positively impact the economy in the long run while short-term disruptions were in line with the expectation.

Consolidated Financials

In FY 2017-18, the consolidated revenue from operations was Rs. 4870.52 million. EBITDA for the year stood at Rs. 304.34 million. Net loss after tax was Rs. 47.37 million and EPS on consolidated basis stood at Rs. (3.97).

Standalone Financials

In FY 2017-18, total revenue from operations was Rs. 21708 million. EBITDA for the year stood at Rs. (13.52) million, Net loss was Rs. 14.56 million and EPS on standalone basis stood at Rs. (1.22).

The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the Act’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the ‘SEBI Listing Regulations, 2015’) and Ind-AS 110 ‘Consolidated Financial Statements’ prescribed under Section 133 of the Act, form part of the Annual Report.

3. DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses, the Board of Directors has not recommended any dividend for the financial year 2017-18. Accordingly, there has been no transfer to general reserves.

4. CAPITAL STRUCTURE / STOCK OPTION Authorised Share Capital

The authorized share capital of the Company as at March 31, 2018 was Rs. 150 million.

Paid-up Share Capital

During the FY 2017-18, 16,031 equity shares were allotted to eligible employees pursuant to exercise of Stock Options. As at March 31, 2018 the paid-up share capital stands at Rs. 119.31million comprising of 1,19,31,101 equity shares of Rs. 10/- each fully paid up.

Employee Stock Options Scheme

At present, the Company has one Employee Stock Option (ESOP) Scheme, namely JIL Employees Stock Option Scheme 2013.

During FY 2017-18, there were no change in the Company’s ESOP Scheme and the same is in Compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the ‘SEBI SBEB Regulations, 2014). During the year, 16031 options were exercised by the option holders. The details pursuant to the SEBI SBEB Regulations, 2014, has been placed on the website of the Company and weblink of the same i s http://jubilantindustries.com/pdfs/disclosure-pursuant-provisions-sebi-2014-fy-2017-2018.pdf.

The Company has received a certificate from the Statutory Auditors of the Company certifying that the ESOP Scheme has been implemented in accordance with the SEBI SBEB Regulations, 2014. The certificate would be placed at the Annual General Meeting for inspection by members. A copy of the same will also be available for inspection at the Company’s registered office.

5. SUBSIDIARIES

The Company has two wholly owned subsidiary companies, Jubilant Agri and Consumer Products Limited (JACPL) and Jubilant Industries Inc., USA.

- Jubilant Agri and Consumer Products Limited

JACPL has been engaged in the business of Agri Products comprising of wide range of Crop Nutrition, Crop Growth and Crop Protection products, Performance Polymers comprising of Wood Adhesives, Wood Finishes, Food Polymers and VP Latex.

During FY 2017-18, JACPL revenue from operations was Rs. 4555.72 million. EBITDA for the year stood at Rs. 308.14 million. The net loss after tax for the FY 2017-18 was Rs. 72.08 million.

In terms of Regulation 16 of the SEBI Listing Regulations 2015, JACPL is a material nonlisted wholly owned indian subsidiary of the Company.

- Jubilant Industries Inc. USA

Jubilant Industries Inc. USA is a wholly owned subsidiary of the Company. It has been engaged in overseas trading of Solid Poly Vinyl Acetate and VP Latex. During the FY 2017-18, revenue from operations was Rs. 251.65 million. EBITDA for the year stood at Rs. 5.03 million. The net profit after tax for the FY 2017-18 was Rs. 1.69 million.

A statement containing salient features of the financial statement of Company’s subsidiaries is given in Form AOC-1 attached to the financial statements.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment, Re-appointment and Resignations

Mr. Priyavrat Bhartia will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. Brief resume of Mr. Priyavrat Bhartia with other details as stipulated in Regulation 36(3) of the SEBI Listing Regulations, 2015, are provided in the Notice convening the 12^th AGM.

During the FY 2017-18, Mr. Sandeep Kumar Shaw, Chief Financial Officer, has resigned effective from April 28, 2017. In order to fill the vacancy caused due to the resignation of Mr. Shaw, the Board in its meeting held on May 24, 2017 has appointed Mr. Umesh Sharma as the Chief Financial Officer of the Company and also designated him as Key Managerial Personnel of the Company. The Board of directors has also appointed Mr. Umesh Sharma, Chief Financial Officer of the Company, as Wholetime Director effective from March 16, 2018.

Mr. Videh Kumar Jaipuriar has resigned from the directorship effective from December 11, 2017 due to his personal reasons and the same has been accepted by the Company. The Board places on record its deep sense of gratitude and appreciation for the leadership and direction provided by Mr. Jaipuriar during his tenure of more than 5 years as Managing Director.

Mr. Dinesh Kumar Gupta, Company Secretary, has resigned effective from December 18, 2017. In order to fill the vacancy caused due to the resignation of Mr. Gupta, the Board in its meeting held on March 16, 2018 has appointed Mr. Abhishek Mishra as the Company Secretary cum Compliance Officer and also designated him as Key Managerial Personnel of the Company.

Mr. Ghanshyam Dass has resigned from the directorship effective from February 26, 2018 due to his health issues. The Board places on record its deep appreciation for the insightful perspective and suggestions provided by him as non-executive independent director during his tenure on the Board of the Company.

Post FY 2017-18, Mr. Manu Ahuja has been appointed as CEO and Managing Director of the Company for the period of three years effective from May 10, 2018,

subject to the approval of the members in the ensuing AGM and also designated him as Key Managerial Personnel of the Company. Mr. Umesh Sharma, Chief Financial Officer and Whole-time Director, has resigned from the directorship of the Company effective from May 10, 2018 due to personal reasons. Mr. Sharma will continue to act as Chief Financial Officer of the Company. The Board places on record its sincere gratitude and appreciation to Mr. Sharma for the services rendered by him as Whole-time Director during his tenure on the Board of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations, 2015.

Meetings of the Board

During the FY 2017-18, five meetings of Board of Directors were held. The details of Board/Committee Meetings and the attendance of Directors are provided in the Corporate Governance Report, attached to this Report.

Appointment and Remuneration Policy

The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with schedule II, Part D of the SEBI Listing Regulations, 2015. The policy has been disclosed in Corporate Governance Report attached to this Report.

Annual Performance Evaluation of the Board

A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors forms part of the Corporate Governance Report attached to this report.

7. DISCLOSURE ON AUDIT COMMITTEE

During the FY 2017-18, the Audit Committee was re-constituted. As on date, the Audit Committee comprises of Mr. R. Bupathy, Chairman, Mr. S. K. Roongta, Ms. Shivpriya Nanda and Mr. Manu Ahuja.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

8. AUDITORS & AUDIT REPORTS Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s. K. N. Gutgutia & Co., Chartered Accountants, were appointed as the Company’s Statutory Auditors by the shareholders at their 8th AGM held on September 02, 2014, for a period of five years i.e. till the conclusion of 13th AGM. The appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies (Amendment) Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

Hence, the appointment of M/s. K. N. Gutgutia & Co., Chartered Accountants has not been placed for ratification as Statutory Auditors before the members at ensuing AGM.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors’ Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sanjay Grover & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as Annexure 1 to this report and does not contain any qualification, reservation or adverse remark or disclaimer.

The Board has re-appointed M/s. Sanjay Grover & Associates, Company Secretaries, as Secretarial Auditors of the Company for FY 2018-19.

9. RISK MANAGEMENT

Today’s business environment remains challenging for the Corporate World and risk management retains its high position on every organization’s agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Board especially with respect to risk assessment and risk minimization procedures. As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds the key to the success of our journey of continued competitive sustainability in attaining desired business objectives.

A detailed note on Risk Management is given as part of “Management Discussion & Analysis”.

10. HUMAN RESOURCES

The Company recognizes that its people are the eminent source of competitiveness and therefore it’s been our constant endeavor to support and build people capabilities by creating sustainable & pragmatic people plans.

With a strong aspiration to be amongst the most admired companies to work for, we encourage leadership, develop our people to be creative, empower them to take decisions & commitment through various measures and also maintain management quality, improved employee productivity, employee satisfaction, vibrant and diverse culture of performance.

The focus continues towards having a differentiated approach for attracting the right talent, engaging & retaining the talent thus acquired and also to nurture and invest in talent, crucial to maintain desired operational standards. Additional focus is maintained to develop a succession plan for critical positions, to address the inevitable impact on the business objectives in case of talent drain and making sure that business runs smoothly by identifying, developing and aligning our high-potential resources with the our future leadership needs.

The Company continues to invest in various talent engagement & development programs for its employees in an integrated approach.

The framework to identify & differentiate “High Performance High Potential” employees has been created based on “Action-Learning” projects. Mentoring and developing existing talent and building a strong Employer branding would further help in attracting & retaining the best available talent in the Industry. We essentially exposure our employees to participate in cross functional teams and are structurally involved in strategy and operational discussion to build up the holistic knowledge of the business.

The Campus connect program is placed to infuse fresh and quality talent at the entry levels with an assured fast track career path. The search partner engagement enables a refined & effective connect with the candidates from the first connect & reinforces our employer branding for lateral hiring at key positions.

The Company continues to hire new & specialized talent for scientific and technical roles which is further cemented the engagement through the various reward and recognition programs that have been institutionalized. Focused capability building through need based training programs are provided to identified employees at all levels.

As an organization we are committed to zero tolerance against Sexual Harassment at workplace and the company has adopted a Policy on Prevention of Sexual Harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the FY 2017-18, no case was reported under the policy.

11. AWARDS AND ACCOLADES

During the year, one of the units of JACPL received following awards and accolades:

- Grow Care India Environment Gold Award in Chemical Sector for outstanding achievement in environment management;

- 16^th Annual Greentech Safety Gold Award in Chemical Sector for outstanding achievement in safety management.

12. SUSTAINABILITY REPORT

The Company firmly believes in inclusive growth of its business with the Environmental enrichment and Social development based on the triple bottom line concept of Sustainable Development.

The Company published its Corporate Sustainability Report for FY 2017-18 conforming to Global Reporting Initiative GRI STANDARDS fulfilling the ‘In Accordance’-Comprehensive reporting criteria. As a green initiative, this report is available on the website of the Company (www.jubilantindustries. com) at ‘Investors’ section and GRI database. As an extension of the green initiative to minimise the impact on environment, the Annual Report is emailed to shareholders whose email id is registered with the Company/Depositories to reduce use of paper.

Sustainability initiatives have been undertaken for reduction of emission parameters, energy consumption and greenhouse gas emission. Energy Conservation drive have been carried out to strengthen the awareness and participation of employees in reducing avoidable Energy losses. Waste water generated in fertilizer plant is completely recycled and reused. In other plants it is treated and disposed as per Consent conditions. Natural Resource conservation measures have been strengthen through reuse of hazardous wastes i.e. silica sludge, sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel (Rice Husk) have been successfully used, completely eliminating use of coal in hot air generators of the Company in the reporting year. Suppliers assessment process has been strengthened through checklist based review on relevant sustainability aspects and indicators.

13. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an essential part of Jubilant’s framework for sustainable development. The company’s approach towards sustainable development focuses on the triple bottom line of Economic, Environmental and Social performance. The CSR activities at Jubilant are in line with the provisions of Section 135 read with Schedule VII of Companies Act, 2013, the detailed CSR policy has been uploaded on the website www.jubilantindustries.com. The Company implement its CSR activities through “Jubilant Bhartia Foundation (JBF)” which is a Section 25 Company (Section 8 as per new Act) in line of the provision of the Act.

CSR initiatives thrust on creating value in the lives of the communities around the area of operations of the Company, which is an important stakeholder. The Sustainable Development Goals (SDGs), otherwise known as the Global Goals, are a universal call to action to end poverty, protect the planet and ensure that all people enjoy peace and prosperity. Jubilant as a responsible corporate works in the line of these SDGs with a strong focus on social performance indicated in the CSR projects of the organization.

Corporate Social Responsibility (CSR) is deeply imbibed in the Company’s approach towards sustainable development. Jubilant considers ‘community as one of its apex stakeholders and believes in inclusive growth. While there was no prescribed limit for CSR expenditure but Jubilant Bhartia Foundation continued its activities surrounding Company’s manufacturing locations. During the FY 2017-18, Jubilant continued its CSR initiatives in the realm of Education, Health, Livelihood and Social Entrepreneurship.

A summary of the activities of JBF is provided on its website www.jubilantbhartiafoundation.com.

Annual Report on CSR activities of the Company for the financial year 2017-18 has been attached as Annexure 2 and forms part of this Report.

14. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

- An Investor Section on the website of the Company (www.jubilantindustries.com) has been created.

- There is a dedicated e-mail id investorsjil@ jubl.com for sending communications to the Company Secretary.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

15. GREEN INITIATIVES

Your Company, being committed to policy of sustainable development, has taken several green initiatives which include:

- Conducting Paperless Board/Committee Meetings;

- Uploading the Corporate Sustainability Report on the website of the Company (instead of circulating in paper or CD form) and providing its weblink to the shareholders alongwith the Annual Report; and

- Emailing Annual Reports and other documents to shareholders who have opted for the electronic version.

16. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form No. MGT - 9 is attached as Annexure 3 to this Report.

ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos.5, 6, and 36 to the Standalone Financial Statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company had formulated a policy on Related Party Transactions (‘RPTs’), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2017-18 were in the ordinary course of business and on arm’s length basis. No material RPTs were entered into during FY 2017-18 by the Company as defined in the Policy on RPTs. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors draw attention of the members to Note no. 35 to the Standalone Financial Statements which sets out the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2017-18 till the date of this Report, which affects the financial position of the Company.

vi. Significant or Material orders: There is no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

vii. Vigil Mechanism/Whistle Blower Policy: The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report and form an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The Company being engaged in the business of manufacturing of IMFL, most of the information as required under Section 134 the Act, read with Rule 8 Companies (Accounts) Rules, 2014 as amended is not applicable. However, the information as applicable has been given in Annexure 4 and forms part of this Report.

ix. Particular of Employees: Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 5 and forms part of this Report.

ix. Secretarial Standards of ICSI: Pursuant to the approval given on April 10, 2015 by Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 1, 2015. The Secretarial Standards were then revised and made effective from October 1, 2017. The Company is in compliance with the same.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors, based on the representation received from the management, confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2018 and of the profit and loss of the company for the year ended March 31, 2018;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a going concern basis;

- the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

Based on the framework of internal financial controls including the Control Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2017-18; and

- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, is attached as Annexure 6 forms part of this Report. A certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the SEBI Listing Regulations, 2015 is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2018. A certificate from the Chief Executive Officer & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

19. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the SEBI Listing Regulations, 2015 is presented in a separate Section forming part of this Annual Report.

20. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the cooperation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Financial institutions, Banks/ other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board

Place: NOIDA Priyavrat Bhartia

Date: May 10, 2018 Chairman

(DIN: 00020603)

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Mar 31, 2015

The Directors have pleasure in presenting the ninth Annual Report together with audited financial statements & accounts for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

(in Million)

Consolidated Standalone

Year ended Year ended Year ended Year ended Particulars March 31, March 31, March 31, March 31, 2015 2014 2015 2014

Total Revenue from Operations 8582.01 9300.341 293.59 274.04

Total Expenses 8860.77 9323.671 304.42 280.54

Operating Profit/(Loss) (278.76) (23.33) (10.83) (6.50)

Other Income 22.41 2.94 0.17 0.11

Profit/(Loss) before Exceptional Items & Tax (945.87) (642.37) (13.32) (7.94)

Exceptional Items 233.49 (850.90) - -

Tax Expenses (1.57) (40.56) (1.57) 1.48

Net Profit/(Loss) (1177.79) 249.09 (11.75) (9.42)

Balance brought forward 544.73 295.64 1,456.35 1465.77

Adjustment on account of Depreciation 9.59 - 0.11 -

Balance to be carried forward (642.65) 544.73 1,444.49 1,456.35

2. STATE OF COMPANY'S AFFAIR & OPERATIONS

The Company is engaged in manufacturing of Indian Made Foreign Liquor (IMFL) products for the various established brands in India, engaged in liquor business.

With a capacity of 100,000 cases/month and configuration of 5 automatic/semi-automatic lines, it can handle all sizes of the bottles. All lines are well equipped with required vats for storage of ENA, Blending and equipped automatic machines rinsing, filling, sealing & liabelling which provides flexibility for bottling various sizes of IMFL. We have fully equipped state of art laboratory, chilling unit for the scotch blending and well established Water treatment plant with RO facility to support our bottling plant.

Consolidated Financials

In FY2015 the consolidated revenue from operations was Rs. 8582.10 million. EBITDA for the year stood at Rs. (256.35) million. Net loss was Rs. 1177.79 million and EPS on consolidated basis stood at Rs. (99.40).

Standalone Financials

In FY2015 total revenue from operations was Rs. 293.59 million. EBITDA for the year stood at Rs. (10.66 million), Net loss wasRs. 11.75 million.

The Consolidated Financial Statement, in accordance with the Companies Act, 2013 ("the Act"), Clause 32 of the Listing Agreement with the Stock Exchanges ("the Listing Agreement") and Accounting Standard - 21 on Consolidated Financial Statement form part of this Report.

3. DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses for the year under review, the Board of Directors has not recommended any dividend for the financial year 2014-15. Accordingly, there has been no transfer to general reserves.

4. CAPITAL STRUCTURE / STOCK OPTION

Authorised Share Capital

The authorized share capital of the Company as at March 31, 2015 was Rs. 150 million.

Paid-up Share Capital

The paid-up share capital as at March 31, 2015 stands at Rs. 118.49 million comprising of 11,849,404 equity shares of Rs. 10/- each fully paid up.

Employee Stock Options Scheme

At present, the Company has one Employee Stock Option (ESOP) Scheme, namely JIL Employees Stock Option Scheme 2013. The Nomination, Remuneration and Compensation Committee administers and monitors the Company's ESOP Scheme.

During the year under review, no options were granted under the ESOP Scheme. A disclosure with respect to ESOP Scheme of the Company as on March 31, 2015 is annexed as Annexure 1 to this report.

The Company has received a Certificate from the Statutory Auditors of the Company certifying that the ESOP Scheme has been implemented in accordance with the SEBI Guidelines/ Regulations. The Certificate would be placed at the Annual General Meeting for inspection by members. A copy of the same will also be available for inspection at the Company's registered office.

5. SUBSIDIARIES

The Company has two wholly owned subsidiary companies, Jubilant Agri and Consumer Products Limited (JACPL) and Jubilant Industries Inc., USA.

- Jubilant Agri and Consumer Products Limited

During the year under review, JACPL was engaged in the business of Agri Products comprising of wide range of crop nutrition, crop growth and crop protection, Performance Polymers comprising of consumer products, Food Polymers, VP Latex and Retail comprising of hypermarket stores.

During FY 2015, JACPL has revenue from operations Rs. 8348.42 million. The net loss after tax for the year 2015 is Rs. 1121.41 million.

In terms of Clause 49 of the listing agreement, JACPL is a material non-listed wholly owned indian subsidiary of the Company.

- Jubilant Industries Inc. USA

Jubilant Industries Inc. USA was incorporated as wholly owned subsidiary, on April 24, 2014. During FY 2015, it was engaged in overseas trading of Solid Poly Vinyl Acetate. It had revenue from operations Rs. 419.02 million. Net loss for the year 2015 was Rs. 2.07 million.

The statement containing the salient features of Company's subsidiaries under Section 129 of the Act, is attached to the financial statement.

6. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Divestment of Retail Hypermarket Business

Post FY 2015, in May 2015, to focus on its core businesses of manufacturing chemicals and fertilizers, JACPL has decided to exit its retail hypermarket business chain 'Total'.

The transfer of the retail hypermarket business was completed with effect from opening of business hours on August 12, 2015 on a going concern basis, by means of a slump sale.

Reduction of Capital

To rationalize the balance sheet and to depict the true and fair position of its assets and liabilities, the Board of Directors of JACPL has approved the setting off of accumulated losses amounting to Rs. 20411 millions incurred by the JACPL till March 31, 2015 against the amount standing in its Securities Premium Account as on that date. There is no impact on the financial results of the Company.

The Hon'ble Allahabad High Court has Confirmed the petition for reduction in the Securities Premium Account vide its order dated October 01, 2015. Accordingly, Financial Statements have been re-drawn after giving effect to the said reduction as on March 31, 2015. These Financial Statements are placed before member for their adoption.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment, Re-appointment and Resignations

Dr. Ashok Misra had resigned, due to personal reasons, from the Company's Board w.e.f. September 17, 2014. The Directors place on record their deep appreciation for the valuable contributions made by Dr. Ashok Misra during his tenure on the Board.

Mr. Priyavrat Bhartia will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Brief resume of Mr. Priyavrat Bhartia with other details as stipulated under Secretarial Standard - 2 and Clause 49 of the Listing Agreement, are provided in the Notice for convening the AGM.

Key Managerial Personnel

During the year under review, Mr. Videh Kumar Jaipuriar, Managing Director, Mr. Sandeep Kumar Shaw, Chief Financial Officer and Mr. Deepak Gupta, Company Secretary were designated as Key Managerial Personnel w.e.f. April 01, 2014 of the Company pursuant to Section 203 of the Act.

Further, Mr. Deepak Gupta, Company Secretary, has resigned w.e.f. June 04, 2015. The Board in its meeting held on July 09, 2015 has appointed Mr. Dinesh Kumar Gupta as the Company Secretary and Compliance Officer of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Clause 49 of the Listing Agreement. The Independent Directors have also Confirmed that they have complied with the Company's code of conduct.

Meetings of the Board

A tentative calendar of Meeting is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard - 1 and Listing Agreement.

During the year ended March 31, 2015, the Board met 4 times. The details of Board/ Committee meetings and the attendance of Directors are provided in the Corporate Governance Report, attached to this Report.

Appointment and Remuneration Policy

The Company has framed an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Clause 49 of Listing Agreement. The Policy has been disclosed in the Corporate Governance Report attached to this Report.

Board Evaluation

A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors forms part of the Corporate Governance Report.

8. DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2015 comprises of Mr. R. Bupathy as Chairman, Mr. S. K. Roongta and Mr. Ghanshyam Dass as members.

Further, all the recommendations of Audit Committee were accepted by the Board of Directors.

9. AUDITORS & AUDIT REPORTS

Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s. K. N. Gutgutia & Co., Chartered Accountants, were appointed as the Company's Statutory Auditors by the shareholders at their 8th AGM held on September 02, 2014, for a period of five years i.e. till the conclusion of 13th AGM.

The said appointment is subject to ratification by the members at every AGM. Accordingly, the appointment of M/s. K. N. Gutgutia & Co., Chartered Accountants, as the Company's Statutory Auditors, from the conclusion of 9th AGM till the conclusion of 10th AGM, is placed for ratification by the members. The Company has received certificate from the Auditors to the effect that ratification of their appointment, if made, shall be in accordance with the provisions of Section 141 of the Act.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors' Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay Grover & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws.

The Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report is annexed herewith as Annexure 2 to this report.

The Board has reappointed M/s Sanjay Grover & Associates, Company Secretaries, as Secretarial Auditors of the Company for FY 2015-16.

10. RISK MANAGEMENT

Today's business environment remains challenging for the Corporate World and risk management retains its high position on every organization's agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Board especially with respect to risk assessment and risk minimization procedures. As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds the key to the success of our journey of continued competitive sustainability in attaining desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

11. HUMAN RESOURCES

Human resource at Jubilant Industries Limited has the right composition for being able to create the most favourable environment for not just having a spike in performance, but to have consistent delivery. The motto of HR strategy is to Attract, Retain, Develop and Nurture talent by innovating people & business solutions to tailor the perfect ft every time. We take pride at being appropriately prepared for its employees to locate, identify and then engage them in the right positions at the right time. The Company has a team of about 2000 magnificent staff distributed across its corporate Office in Noida, hypermarkets in Bangalore, manufacturing units and sales and distribution Offices / stores, across India.

As a vibrant Company Jubilant Industries Limited ensures strategic HR and management development that is oriented not just by the business targets but with social and economic changes at macro level. We have integrated our HR practices to remain flexible and in tune with the business to maintain the success of all of our people. Our Leadership is the best in the industry and to keep it flourishing in the same fashion we have periodic interventions viz. different programs & developmental tools. At the same time, programs like Young Leaders Acceleration Programs (YLEAP) are some such initiatives that are aimed at infusing qualitative talent and recognizing fast trackers in business environment.

The Company believes that our people are our biggest assets and hence we invest in productive training programs for them. We ensure that our people across the Company experience in- depth trainings in a wide range of commercial, technical and business roles. Our effective HR training and development programs have a focus especially on developing skills and competencies. Jubilant Industries Limited offers its nationwide employees a comprehensive range of behavioural and functional training interventions like:

- Orbit Shift

- Breakthrough Workshops

- Talent & Succession Planning

- Cross Functional Teams

The Company hires on basis competencies that we see in an aspirant and also assess their potential to drive the business tomorrow. We bind our performers to us as they are presented with challenging, diverse career opportunities within the Company. For the Company as a whole, we ensure flexible, sustainable HR and succession planning with an increasingly business orientation. The maxim of our values - "Inspiring, Nurturing, Growing and Excelling", brings together all its employees and other stakeholders to the range of Human Resource interface to the internal and the external world.

The Company has adopted a Policy on Prevention of Sexual Harassment at workplace and the Company has not received any complaint during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12. AWARDS AND ACCOLADES

During the year 2014-15, one of the units of Jubilant Agri and Consumer Products Limited, a wholly owned subsidiary of the Company, won the prestigious "15th Annual Greentech Environment Gold Award" in Chemical Sector for outstanding achievement in Environment Management. The unit also won the "4th Annual Greentech CSR Silver Award in Consumer Products Sector for outstanding achievement in CSR Initiatives and "Asia Pacific HRM Congress Award 2014" for best Corporate Social Responsibility Practices. The unit was also awarded with the "Silver Award" in Chemical Sector for outstanding achievement in Safety Management for the 3rd Consecutive year by Greentech foundation.

13. SUSTAINABILITY REPORT

The Company firmly believes in integrating its business with the social fabric of the society that it operates in and is a firm supporter of the triple bottom line concept.

The Company published its Corporate Sustainability Report 2014-15 conforming to Global Reporting Initiative (GRI) G3.1 reporting guidelines fulfilling 'A' level of reporting. As a green initiative, this report is published on CD to conserve paper and is sent to all the shareholders along with the Annual Report of the Company. This report shall also be available on the website of the Company at www.jubilantindustries.com and GRI database. As an extension of the green initiative to minimise the impact on environment, the Annual Report is emailed to shareholders whose email id is registered with the Company/Depositories to reduce use of paper.

Sustainability initiatives have been undertaken for reduction of Environmental parameters, energy consumption and greenhouse gas emission. Waste water generated in fertilizer plants is completely recycled and reused. In other plants it is treated and disposed as per Consent conditions. Rain water harvesting system implemented at plants have been effectively recharging the groundwater aquifers. Reuse of hazardous wastes i.e. silica sludge and sulphur sludge and use of renewable fuel i.e. rice husk instead of coal, have reduced consumption of natural resources. Significant reduction in Air Emission (SO2) with increased acid yield has been achieved through process improvement in Sulphuric Acid Plant.

14. CORPORATE SOCIAL RESPONSIBILITY

The Company through its CSR Wings of Jubilant Bhartia Foundation (JBF) has been working with various stakeholders to bring about progressive social change by knowledge generation & sharing, experiential learning and entrepreneurial ecosystem. The Company has identified four core focus areas towards community development and runs various activities under these:

- Universalize elementary education through Muskaan,

- Improving health indices through innovative services of Swasthya Prahari,

- Improving Employability of Local Youths through Vocational Training Programmes such as Project Samriddhi.

- Building Farming capability and Cattle care through 'Krishi Paathshala.

CII Jubilant Bhartia Food and Agriculture Centre of Excellence (FACE) has provided Food Safety capacity building and training services to 3000 members and has outreached to 5000 farmers, creating better linkages with the private sector, introducing new technologies and enabling access to markets.

A summary of the activities of JBF is provided on its website www.jubilantbhartiafoundation.com

Annual Report on CSR activities of the Company for the financial year 2014-15 has been attached as Annexure 3 and forms part of this report.

As per the provisions of the Act, the amount for CSR activities for the financial year 2014-15 was Rs. 1.99 million. Accordingly, Rs. 2.00 million was budgeted for spending on CSR activities. During the year, the Company through Jubilant Bhartia Foundation, a social wing of Jubilant Bhartia Group had spent Rs. 1.00 million on various CSR activities. Work on projects in 41 schools is in completion stage for which Rs. 1.00 million has been provisioned in the books of accounts that will be spent during FY 2015-16.

15. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

- An Investor Section on the website of the Company www.jubilantindustries.com has been created.

- There is a dedicated e-mail id investorsjil@ jubl.com for sending communications to the Company Secretary.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

16. GREEN INITIATIVES

Your Company, being committed to policy of sustainable development, has taken several green initiatives which include:

- Conducting Paperless Board/Committee Meetings;

- Publishing and circulating Corporate Sustainability Report in CD;

- Emailing Annual Reports and other documents to shareholders who have opted for the same on email.

17. CORPORATE GOVERNANCE

A detailed report on Corporate Governance, pursuant to the requirements of Clause 49 of the Listing Agreement, forms part of this Report.

A Certificate from the Statuory Auditors of the Company Confirming compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement is annexed to the Corporate Governance Report.

18. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Agreement is presented in a separate Section forming part of this Annual Report.

19. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: Pursuant to provisions of Section 92 of the Act and Rule

12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form No. MGT – 9 is attached as Annexure 4 to this report.

ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

iii. Loans, Guarantees and Investments: The details of Loans, Guarantees and Investments covered under Section 186 of the Act form part of the notes to the financial statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis. The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company (http://www.jubilantindustries.com/pdfs/ policy-for-related-party-transactions.pdf). Transactions with the related parties are disclosed in Note to the financial statements in the Annual Report.

v. Significant or Material orders: There is no significant or material orders passed by the Regulators or Courts or tribunal impacting the going concern status of the Company and its future operations.

vi. Vigil Mechanism/Whistle Blower Policy: The Company has a vigil mechanism pursuant to which a Whistle Blower Policy is in place. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. This Policy covering all employees, Directors and other persons having association with the Company is hosted on the Company''s website (http:// www.jubilantindustries.com/pdfs/whistle- blower-policy.pdf). The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report attached to this report and form an integral part of this report.

vii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The Company being engaged in the business of contract manufacturing of Indian made Foreign Liquor (IMFL), most of the information as required under Section 134 the Act, read with Rule 8 Companies (Accounts) Rules, 2014 as amended is not applicable. However, the information as applicable has been given in Annexure 5 and forms part of this Report.

viii. Particular of Employees: Particulars as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 6 and forms part of this Report. During the year, there were no employees whose particulars are required to be reported under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Act, your Directors, based on the representation received from the management, Confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2015 and of the profits of the company for the year ended March 31, 2015;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a going concern basis;

- the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Based on the framework of internal financial controls including the Control Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls are adequate and effective during the Financial Year 2014-15; and

- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Banks, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Place : Noida Hari S. Bhartia

Date : October 28, 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Eighth Annual Report and Audited Accounts for the year ended March 31, 2014.

Financial Results

(Rs. in Million)

Consolidated Standalone

Year Year Year Year ended ended ended ended March March March March 31, 2014 31, 2013 31, 2014 31, 2013

Particulars

Revenue from 9195.18 10016.30 272.40 227.64 Operations

Other Operating 105.16 91.66 1.64 1.11 Income

Total Revenue from 9300.34 10107.96 274.04 228.75 Operations

Total Expenses 9323.73 9870.74 280.60 233.98

Operating Profit/(Loss) (23.39) 237.22 (6.56) (5.23)

Other Income 3.00 3.86 0.17 0.35

EBITDA (including Other Income) (20.39) 241.08 (6.39) (4.88)

Depreciation &Amortisation 316.40 314.54 1.48 1.25 Expenses

Interest (Finance Cost) 305.58 276.52 0.07 - Profit/(Loss) before

Exceptional Items & (642.37) (349.98) (7.94) (6.13) Tax

Exceptional Items (850.90) - - (1.74)

Tax Expenses (40.56) 0.29 1.48 0.29

Reported Net Profit/ 249.09 (350.27) (9.42) (4.68) (Loss) for the year

Balance brought forward from previous 295.64 645.91 1465.77 1,470.45 year

Amount available for Appropriation which the Directors 544.73 295.64 1456.35 1465.77 have appropriated as follows:

* Proposed Dividend on Equity shares - - - -

* Tax on Distributed Profits on Equity - - - - Shares

* Transfer to General Reserve - - - -

Balance to be carried 544.73 295.64 1456.35 1465.77 forward

Standalone Financials

In FY2014 total revenue from operations was Rs. 274.04 million. EBITDA for the year stood at (Rs. 6.39 million), Net loss was Rs. 9.42 million.

Consolidated Financials

In FY2014 the consolidated revenue from operations was Rs. 9300.34 million. EBITDA for the year stood at (Rs. 20.39) million.

Reported net profit for the year was Rs. 249.09 million after adjusting net income from exceptional items of Rs. 850.90 million on account of reversal of lease rent equalisation reserve of Rs. 1291.50 million consequent to entering of new lease agreements for hypermarkets and writing-off of associated leasehold improvements and other fixed assets amounting to Rs. 440.60 million pertaining to surrendered spaces of hypermarkets. Basic EPS stood at Rs. 21.02.

Dividend

In view of the losses, your Directors do not recommend any dividend for the year ended March 31, 2014.

Operations

The Company is engaged in manufacturing of Indian Made Foreign Liquor (IMFL) products for the various established brands in India, engaged in liquor business. The capacity is 100,000 cases/month for IMFL. With a configuration of 5 automatic/semi-automatic lines, it can handle all sizes of the bottles.

All lines are well equipped with required vats for storage of ENA, Blending and equipped automatic machines rinsing, filling, sealing & labeling which provides flexibility for bottling various sizes of IMFL. We have fully equipped state of art laboratory, chilling unit for the scotch blending and well established Water treatment plant with RO facility to support our bottling plant.

Capital Structure

Authorised Share Capital

The authorized share capital of the Company as at March 31, 2014was Rs. 150 million.

Paid-Up Share Capital

The paid-up share capital as at March 31, 2014 stands at Rs. 118.49 million comprising of 11,849,404 equity shares of Rs. 10/- each fully paid up.

Employees Stock Option Scheme (ESOPs)

During the current financial year 2013-14, 1,41,712 stock options were granted to the eligible employees of the Company and the subsidiary. Assuming exercise of these options, equivalent number of equity shares will be allotted to the eligible employees.

The disclosures required under regulation 12 of the SEBI Guidelines are given in Annexure A and form part of this report.

Fixed Deposits

Your Company did not invite/accept any Fixed Deposit from the public during the year under review.

Subsidiary

In terms of Clause 49 of the listing agreement, Jubilant Agri and Consumer Products Limited (JACPL) is a material non- listed Indian Subsidiary of the Company as at the end of previous year.

JACPL is a wholly owned subsidiary of the Company, engaged in the business of Agri Products comprising of wide range of crop nutrition, crop growth and crop protection, Performance polymers comprising of consumer products, Food polymers, VP Latex and Retail comprising of hypermarket stores.

Consolidated Financial Statements

The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement are prepared in accordance with AS-21 as specified in Companies (Accounting Standards) Rules, 2006 form part of the Annual Report.

Particulars required as per Section 212 of the Companies Act, 1956 In terms of the general exemption granted by the Government of India vide its general circular no. 2/2011 dated February 08, 2011, from attaching the Directors'' Report, Balance Sheet, Statement of Profit & Loss and other particulars of the subsidiaries, the Board of Directors in its meeting held on May 28, 2014 decided not to attach Directors'' Report, Balance Sheet, Statement of Profit & Loss and other particulars of JACPL, the wholly owned Subsidiary Company with the Annual Report of the Company this year.

The Company will make available the Annual Accounts of the subsidiary company and other related information upon request by any member of the Company or its subsidiary company. The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company during business hours.

Auditors

In terms of the provisions of the Companies Act, 2013, M/s. K. N. Gutgutia & Co., Chartered Accountants, [ICAI Registration Number - 304153E] Statutory Auditors of the Company, will complete their first term of 5 (Five) consecutive years at the conclusion of the ensuing Annual General Meeting. They can be further appointed as statutory auditors for another term of 5 (Five) consecutive years i.e, till the conclusion of Annual General Meeting to be held in the year 2019. The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.

Directors

Presently, in conformity with clause 49 of the Listing Agreement, the Company has the following directors as non- executive Independent Directors, namely Mr. R Bupathy, Mr. Ghanshyam Dass, Mr S. K. Roongta, Dr. Ashok Misra and Ms. Shivpriya Nanda.

During the year, Ms. Shivpriya Nanda was appointed as an additional director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company.

As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term upto five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation.

The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013and Listing Agreement.

Notices under Section 160 of the Companies Act, 2013 have been received from members proposing their candidature alongwith requisite deposits.

Accordingly, in terms of Section 149(10) read with Schedule IV of the Companies Act, 2013, the Board recommends the appointment of the above directors as Independent Directors who shall hold office upto March 31, 2019 and shall not be liable to retire by rotation during their tenure.

In accordance with the provisions of the Companies Act, 2013

and the Articles of Association of the Company, Mr Shamit Bhartia retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re- appointment are being placed for approval of the members at the Annual General Meeting.

Directors'' Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation received from the management, confirm:

* that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

* that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of profit or loss of the Company for the year ended March 31, 2014.

* that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* that the Directors had prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company being engaged in the business of contract manufacturing of Indian made Foreign Liquor (IMFL), most of the information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended is not applicable. However, the information as applicable has been given in Annexure B and forms part of this Report.

Employees

During the year there were no employees whose particulars are required to be reported under section 217 (2A) of the Companies Act, 1956.

Corporate Governance

A detailed report on Corporate Governance is attached to this Report as Annexure C. A certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is enclosed as Annexure D. A certificate from the Managing Director that all Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2014 is attached as Annexure E.

A Certificate from CEO/CFO confirming the correctness of the financial statements, adequacy of the internal control measures etc. is also enclosed as Annexure F.

Management Discussion & Analysis

Notes on Management Discussion & Analysis of the financial and business performance of the Company have been given separately and form part of this Report.

Corporate Sustainability Report

Your Company is committed to addressing Environment, Health and Safety (EHS) issues and to discharging its Corporate Social Responsibility.

The Company undertook Sustainability initiatives through Energy Conservation and Climate Change Mitigation, Reduction of Environmental Footprints in Water consumption, Waste Water Treatment, Recycle and Reuse and Hazardous Waste Reuse and Recycle. Supplier Audits were carried out covering review for their EHS and no Child Labour employment thereby strengthening Green Supply Chain Management of the Company.

Sustainability initiatives of the Company are published in the Corporate Sustainability Report 2013-14 and it is duly audited by Ernst & Young LLP, and conforms to Global Reporting Initiative (GRI) G3.1 Reporting Guidelines fulfilling A level of reporting. This report is published on CD to conserve paper. The Report in CD is being sent to all the shareholders along with the Annual Report of the Company. The same shall also be available on the website of the Company at www.jubilantindustries.com.

Inclusive Growth has always been a part of Corporate Social Responsibility of the Company. Corporate Social Initiatives are conceptualised and implemented through Jubilant Bhartia Foundation (JBF), the social wing of Jubilant Bhartia Group established in 2007, as a not for profit organisation. JBF works on 4P model (Public-Private-People-Partnership) for empowering communities and believes that for sustainable social intervention, people themselves would have to be the drivers on these projects.

Based on the 4P approach, following major areas have been selected for Social Initiatives by Jubilant:

* Supporting Government Rural Primary Education System through Project Muskaan in 100 schools;

* Strengthening Basic Healthcare Facilities in local community; and

* Improving Employability of Local Youths through Vocational Training Programmes such as Project Samriddhi.

* Building Farming capability and Cattle care through ''Krishi Paathshala''.

CII Jubilant Bhartia Food and Agriculture Centre of Excellence (FACE) has provided Food Safety capacity building and training services to 3000 members and has outreached to 5000 farmers, creating better linkages with the private sector, introducing new technologies and enabling access to markets.

A summary of the activities of JBF is provided on its website at www.jubilantbhartiafoundation.com

Risk Management

Today''s business environment remains challenging for the Corporate World and risk management retains its high position on every organization''s agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Board especially with respect to risk assessment and risk minimization procedures.

As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds the key to the success of our journey of continued competitive sustainability in attaining desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Human Resources

The Company recognizes that its people are the primary source of competitiveness and therefore strives to support and build people capabilities to make them achieve better results. As a result and in view of the current megatrend of globalizing and internationalizing business processes, our HR systems are integrated to develop a continuously learning organization in order to create a win-win situation for both the employees and the organization. By focussing on the most innovative HR practices, the Company continues to function with the aim of attracting, developing and retaining the best talent available. The Company and its wholly owned subsidiary has a total workforce of around 2500 resourceful employees spread across its corporate office in Noida, manufacturing units and sales and distribution offices / stores across India that witness their development aligned to the growth of the organization.

With an aim to be the employer of choice, Jubilant Industries encourages leadership and commitment through various measures to maintain management quality, improve employee productivity and employee satisfaction through a neutral and congenial organization culture.

As a modern company, Jubilant Industries ensures strategic HR and management development that is oriented by the business targets as well as social and economic changes. Our effective HR practices remain flexible, close to the market and mobile to maintain the success of all of its employees in developing their skills - using an integrative approach. Competencies such as performance, results orientation, assertiveness, leadership, reliability, communication and creativity form the basis of these. Building upon these competencies, performance management, talent management, training and development, retention management and culture management are the mainstays of HR and management development within our company. All these aspects work together, are interlinked and thereby contribute to the overall Company strategy. We have continued to preserve pleasant employer - employee relationship and there have been no instances of major strikes, lockouts or any other disruptive labour disputes. We continue to provide better range of benefits to our employees and their dependents, addressing their social security needs.

We ensure that people across the company experience in-depth trainings in a wide range of commercial, technical and business role. Our effective HR training and development programs focus especially on developing skill and competency. Employees and managers receive help in recognizing, enhancing and applying their individual strengths for the benefit of the organization. We believe that each individual success contributes to the sustained success of the entire Jubilant Bhartia Group.

We ensure flexible, sustainable HR and succession planning with an increasingly business orientation. The maxim of our values - "Caring, Sharing and Growing", brings together all its employees and other stakeholders to the range of Human Resource interface to the internal and the external world.

The Company has a policy for Prevention of Sexual harassment which applies to all employees, associated vendors, Contract Labour and consultants / retainers of the Company at all its establishments. It ensures prevention and deterrence towards commission of acts of sexual harassment and communicates procedures for their resolution, settlement or prosecution.

In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has not received any complaint during the calender year 2013.

Awards and Accolades

During the year 2013-14, one of the units of Jubilant Agri and Consumer Products Limited, a wholly owned subsidiary of the Company, won the prestigious "Silver Award" in Chemical Sector for outstanding achievement in Environment Management at the 14th Annual Greentech Environment Awards. This unit was also awarded with the "Silver Award" in Chemical Sector for outstanding achievement in Safety Management at the 12th Annual Greentech Safety Awards.

Investor Services

In its endeavour to improve investor services, your Company has taken the following initiatives:

* An Investor Section on the website of the Company www.jubilantindustries.com has been created.

* There is a dedicated e-mail id investorsjil@jubl. com for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

Green Initiatives

Your Company, being committed to policy of sustainable development, has taken several green initiatives which include:

* Conducting Paperless Board/Committee Meetings;

* Publishing and circulating Corporate Sustainability Report in CD;

* Emailing Annual Reports and other documents to shareholders who have opted for the same on email.

Acknowledgments

Your Directors acknowledge with gratitude the co- operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Banks, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Place : Noida Hari S. Bhartia Date : May 28, 2014 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Seventh Annual Report and Audited Accounts for the year ended March 31, 2013.

Financial Results

(Rs. in million) Consolidated Standalone Year Year Year Year Particulars ended ended ended ended March 31, March 31, March 31, March 31, 2013 2012 2013 2012

Revenue from 9976.12 10215.51 227.64 2426.44

Operations

Other Operating Income 15.11 10.751 1.11 4.29

Total Revenue from 9991.23 10226.26 228.75 2430.73

Operations

Total Expenses 9830.52 10108.60 233.94 2097.34

Operating Profit/(Loss) 160.71 117.66 (5.19) 333.39

Other Income 80.37 75.331 0.31 16.75

EBITDA (including 241.08 192.99 (4.88) 350.14

Other Income) Depreciation & 314.54 293.10 1.25 28.40

Amortisation Expenses Interest (Finance Cost) 276.52 247.42 4.04

Profit/(Loss) before (349.98) (347.53) (6.13) 317.70

Exceptional Items & Tax

Exceptional Items 157.04 (1.74) 11.06

Tax Expenses 0.29 62.43 0.29 49.13

Reported Net Profit/ (350.27) (567.00) (4.68) 257.51

(Loss) for the year Balance brought forward from previous 645.91 1212.91 1,470.45 1,212.94 year

AMOUNT AVAILABLE 295.64 645.91 1465.77 1,470.45 FOR APPROPRIATION Which the Directors have appropriated as follows:

- Proposed Dividend on Equity shares - Tax on Distributed Profits on Equity Shares Transfer to General Reserve

Balance to be carried 95.64 645.91 1465.77 1,470.45 forward

Transfer of Business Undertaking through Business Transfer Agreement

During the year under review, your Board of Directors approved the slump sale of the Business undertaking engaged in the manufacture and sale of Solid Poly Vinyl Acetate (Solid PVA) and Vinyl Pyridine Latex (VP Latex) business of the Company by way of slump sale to Jubilant Agri and Consumer Products Limited (JACPL), wholly owned subsidiary w.e.f. April 1, 2012 along with all the assets and liabilities including employees, contracts, licenses, permits, consents and approvals relating to business undertaking on a going concern basis, with effect from April 1, 2012, by means of a ‘slump sale'' (as defned in section 2(42C)

of the Income Tax Act, 1961) for a lump sum consideration of Rs. 974,800,000/-. The sale of Business undertaking was approved by shareholders by passing of Special resolution on March 1, 2013 by way of Postal Ballot voting.

Standalone Financials

In FY2013 total revenue from operations was Rs. 228.75 million. EBITDA for the year stood at (Rs. 4.88 million), Net loss was Rs. 4.68 million and EPS at (Rs. 0.39).

Consolidated Financials

In FY2013 the consolidated revenue from operations was Rs. 9991.23 million. EBITDA for the year stood at Rs. 241.08 million. Net loss was Rs. 350.27 million and EPS on consolidated basis stood at (Rs. 29.56).

Dividend

In view of the losses, your Directors do not recommend any dividend for the year ended March 31, 2013.

Operations

The fnancial results for the year ended March 31, 2013 have been prepared after giving effect to the slump sale of the Business Undertaking and in accordance with revised Schedule VI to the Companies Act, 1956. Accordingly, the fgures of the previous year ended March 31, 2012, wherever necessary, have also been regrouped/reclassifed. Therefore, they are strictly not comparable with the fgures of year under review.

Capital Structure

Authorised Share Capital

The authorized share capital of the Company as at March 31, 2013 was Rs. 150 million.

Paid-Up Share Capital

The paid-up share capital as at March 31, 2013 stands at Rs. 118.49 million comprising of 11,849,404 equity shares of Rs. 10/- each fully paid up at the end of previous year.

Employees Stock Option Scheme (ESOPs)

During the year, your Company instituted JIL Employees Stock Option Scheme 2013 (the Scheme), in terms of approval of shareholders of the Company accorded by way of Postal Ballot on March 1, 2013 and in accordance with SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines). Under the scheme, maximum 590,000 Stock Options in aggregate can be granted by the Company and exercised by the Grantees. Each Option entitles the holder to acquire one equity share of Rs. 10/- at the exercise price fxed at the time of grant being market price as per the SEBI Guidelines. During the fnancial year 2012-13, no Stock Options were granted.

During the current fnancial year 2013-14, 126,279 stock options were granted to the eligible employees of the Company and the subsidiary. Assuming exercise of these options, equivalent number of equity shares will be allotted to the eligible employees.

The disclosures required under regulation 12 of the SEBI Guidelines are given in Annexure A and form part of this report.

Fixed Deposits

Your Company did not invite/accept any Fixed Deposit from the public during the year under review.

Subsidiary

In terms of Clause 49 of the listing agreement, Jubilant Agri and Consumer Products Limited (JACPL) is a material non-listed Indian Subsidiary of the Company as at the end of previous year.

JACPL is a wholly owned subsidiary of the Company, engaged in the business of Agri Products comprising of wide range of crop nutrition, crop growth and crop protection, Performance polymers comprising of consumer products, Food polymers, VP Latex and Retail comprising of hypermarket stores.

In terms of the transfer of business undertaking as described in the preceding paragraph, JACPL allotted 974,800 10% Non- Cumulative Redeemable Preference Shares of Rs. 10/- each at premium of Rs. 990/- per share to the Company towards discharge of lump sum consideration of Rs. 974,800,000/-.

Consolidated Financial Statements

The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with AS- 21 as specifed in Companies (Accounting Standards) Rules, 2006 form part of the Annual Report.

Particulars required as per Section 212 of the Companies Act, 1956

In terms of the general exemption granted by the Government of India vide its general circular no. 2/2011 dated February 08, 2011, from attaching the Directors'' Report, Balance Sheet, Statement of Proft & Loss and other particulars of the subsidiaries, the Board of Directors in its meeting held on May 8, 2013 decided not to attach Directors'' Report, Balance Sheet, Statement of Proft & Loss and other particulars of JACPL, the wholly owned Subsidiary Company with the Annual Report of the Company this year.

The Company will make available the Annual Accounts of the subsidiary company and other related information upon request by any member of the Company or its subsidiary company. The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered offce of the Company and the subsidiary company during business hours.

Auditors

M/s. K. N. Gutgutia & Co., Chartered Accountants, [ICAI Registration Number - 304153E] Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. They have confrmed that their re-appointment, if made, shall be within the limits laid down in Section 224(1B) of the Companies Act, 1956.

Cost Auditors

Subsequent to transfer of business undertaking engaged in the manufacture and sale of Solid PVA and VP Latex to

JACPL, these products which were subject to Cost Audit in the Company will now be subject to Cost Audit in JACPL from the fnancial year 2012-13 and onwards.

The relevant cost audit reports for the fnancial year 2011-12 for Tyres and Tubes was fled on February 22, 2013, against the due date of February 28, 2013.

Directors

Mr. Videh Kumar Jaipuriar ceased to be the Whole-time Director of the Company w.e.f. March 1, 2013.

He was appointed as Managing Director of the Company without any remuneration for a period of three years w.e.f. March 1, 2013 subject to necessary approvals.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ramanathan Bupathy, Mr. Ghanshyam Dass and Mr. S. K. Roongta retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Directors'' Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation received from the management, confrm:

- that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of proft or loss of the Company for the year ended March 31, 2013.

- that the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Directors had prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company being engaged in the business of contract manufacturing of Indian made Foreign Liquor (IMFL), most of the information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as amended is not applicable. However, the information as applicable has been given in Annexure B and forms part of this Report.

Employees

The particulars of employees, as required under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure C and forms part of this Report.

Corporate Governance

A detailed report on Corporate Governance is attached to this Report as Annexure D. A certifcate from the Auditors of the Company confrming compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is enclosed as Annexure E. A certifcate from Chairman that all Board members and senior management personnel have affrmed compliance with the Code of Conduct for the year ended March 31, 2013 is attached as Annexure F.

A Certifcate from CEO/CFO confrming the correctness of the fnancial statements, adequacy of the internal control measures etc. is also enclosed as Annexure G.

Management Discussion & Analysis

Notes on Management Discussion & Analysis of the fnancial and business performance of the Company have been given separately and form part of this Report.

Corporate Sustainability Report

Your Company, being committed to address environmental issues and to discharge its corporate social responsibility, is publishing its Corporate Sustainability Report, duly audited by Ernst & Young, and conforming to Global Reporting Initiative (GRI) G3.1 Reporting Guidelines. The Report is being sent in CD to all the shareholders alongwith the Annual Report of the Company. The same shall also be available on the website of the Company www.jubilantindustries.com.

Risk Management

Today''s business environment remains challenging for the Corporate World and risk management retains its high position on every organization''s agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defned and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Board especially with respect to risk assessment and risk minimization procedures. As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a signifcant risk mitigator.

With the growth strategy in place, risk management holds the key to the success of our journey of continued competitive sustainability in attaining desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Human Resources

Jubilant Industries Limited – that''s all of us!

It''s our strategy to use integrated HR instruments throughout the corporation to fnd, bind and support our employees in the right positions at the right time. As a result – and in view of the current megatrend of globalizing and internationalizing business processes – Our HR systems are integrated into strategy development and operative processes as change agents and business partners for employees that are critical for success, contributing to the growth strategy, supporting employer - employee relationships and using innovative HR instruments to Attract, Retain, Develop and Excite JLITE. The Company and its wholly owned subsidiary has a total workforce of around 2500 resourceful employees spread across its corporate offce in Noida, manufacturing units and sales and distribution offces / stores across India that witness their development aligned to the growth of the organization.

Jubilant Industries encourages leadership and commitment through measures to maintain management quality, employee productivity, and employee satisfaction within a neutral and congenial organization culture.

As a modern company, Jubilant Industries ensures strategic HR and management development that is oriented by the business targets as well as social and economic changes. Our effective HR practices remain fexible, close to the market and mobile to maintain the success of all of its employees in developing their skills – using an integrative approach. Competencis such as performance, result orientation, assertiveness, leadership, reliability, communication and creativity form the basis of these. Building upon these competencies, performance management, talent management, training and development, retention management and culture management are the mainstays of HR and management development within our Company. All these aspects work together, are interlinked and thereby contribute to the overall Company strategy. We have continued to preserve pleasant employer – employee relationship and there have been no instances of major strikes, lockouts or any other disruptive labour disputes. We continue to provide better range of benefts to our employees and their dependents, addressing their social security needs.

Jubilant Industries invests in excellent training programs for its employees. We ensure that people across the company experience in-depth trainings in a wide range of commercial, technical and business role. Our effective HR training and development programs focus especially on developing skill and competency. Jubilant Industries offers its nation- wide employees a comprehensive range of different training interventions like Young Leaders Acceleration Program, Orbit Shift, Breakthrough Workshops, Talent & Succession Planning etc focusing on the transfer of specifc know how and advancing each of the participants. The aim is to sustainably support talent. Employees and managers receive help in recognizing, enhancing and applying their individual strengths for the beneft of the organization. We believe that each individual success contributes to the sustained success of the entire Jubilant Bhartia Group.

With intensive collaboration, Human Resources at Jubilant Industries bind performers as they are constantly presented with challenging, diverse career opportunities within the Company. For the Company as a whole, we ensure fexible, sustainable HR and succession planning with an increasingly business orientation. The maxim of our values - "Caring, Sharing and Growing", brings together all its employees and other stakeholders to the range of Human Resource interface to the internal and the external world.

The conviction of Human Resource to thrive with the prosperity of the Organization will defnitely comprehend with more rigors in meeting and beating all business challenges. This is how we are determined to set up the win-win situation across all businesses and functions at Jubilant Industries Limited.

Awards and Accolades

During the Year 2012-13, the Company''s Gajraula Unit won the prestigious "Quality Excellence Award" at the Asia Pacifc Quality summit held in Mumbai for best in class manufacturing. The Company received the Honorable "Shriram Award" for the third time in a row by the Fertilizer Association of India (FAI) in Annual Seminar held in Agra. The Company won the "Silver Award" in Chemical sector for outstanding achievement in safety management at the 11th Annual Greentech Fire, Safety & Security 2012 Conference. The Company''s Kapasan unit received appreciation from the District Collectorate offce at Chittaurgarh for extending community services and environment protection initiatives of Jubilant Industries Limited for the third consecutive year.

Investor Services

In its endeavour to improve investor services, your Company has taken the following initiatives:

- An Investor Section on the website of the Company www.jubilantindustries.com has been created.

- There is a dedicated e-mail id [email protected] for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

Green Initiatives

Your Company, being committed to policy of sustainable development, has taken several green initiatives which include:

- Conducting Paperless Board/Committee Meetings;

- Publishing and circulating Corporate Sustainability Report in CD;

- Emailing Annual Reports and other documents to shareholders who have opted for the same on email.

Acknowledgments

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Banks, Customers, Vendors and other business associates for the confdence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength.

For and on behalf of the Board Place : Noida Hari S. Bhartia

Date : May 8, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Sixth Annual Report and Audited Accounts for the year ended March 31, 2012.

Financial Results

(Rs.in million)

Particulars Year ended Year ended March 31, March 31, 2012 20111

Revenue from Operations 2,159.85 5,370.61

Other Operating Income 2.71 8.10

Total Revenue from Operations 2,162.56 5,378.71

Total Expenses 1,829.17 4,933.23

Operating Profit 333.39 445.48

Other Income 16.75 18.39

EBITDA (including Other Income) 350.14 463.87

Depreciation & Amortisation 28.40 57.53 Expenses

Interest (Finance Cost) 4.04 2.24

Profit before Exceptional Items 317.70 404.10 & Tax

Exceptional Items 11.06 -

Tax Expenses 49.13 118.02

Reported Net Profit for the year 257.51 286.08

Balance brought forward from 1,212.94 984.80 previous year

AMOUNT AVAILABLE FOR 1,470.45 1,270.88 APPROPRIATION

Which the Directors have appropriated as follows:

- Proposed Dividend on Equity - 24.04 Shares

- Tax on Distributed Profits on - 3.90 Equity Shares

- Transfer to General Reserve - 30.00

Balance to be carried forward 1,470.45 1,212.94

Operations

The financial results for the year ended March 31, 2012 have been prepared after giving effect to the Scheme of Arrangement from the appointed date viz. April 1, 2011 and in accordance with revised Schedule VI to the Companies Act, 1956. Accordingly, the figures of the previous year ended March 31, 2011, wherever necessary, have also been regrouped/reclassified. Therefore, they are strictly not comparable with the figures of year under review.

Standalone Financials

In FY2012 total revenue from operations was Rs.2162.56 million. EBITDA for the year stood at Rs.350.14 million, PAT at Rs.257.51 million and EPS at Rs.21.73.

Consolidated Financials

In FY2012 the consolidated revenue from operations was Rs.9958.09 million. EBITDA for the year stood at Rs.192.99 million. Loss after taxes amounted to Rs.567.00 million and EPS on consolidated basis stood at (Rs.47.85).

Dividend

In view of the losses on a consolidated basis and in order to conserve resources for future business activities, your Directors do not recommend any dividend for the year ended March 31, 2012.

Scheme of Arrangement

During the year under review, your Board of Directors approved a Scheme of Arrangement (the Scheme) amongst Enpro Oil Private Limited (EOPL), Jubilant Industries Limited (the Company) and Jubilant Agri and Consumer Products Limited (JACPL) which was subsequently approved by shareholders and creditors. The Scheme was also sanctioned by the Hon'ble High Court of Judicature at Allahabad vide its order dated January 16, 2012. The Scheme became effective on February 1, 2012. Pursuant to the Scheme, the Agri and Consumer Products Business (ACP Undertaking) of the Company has been transferred to JACPL, by way of slump sale, for a lump sum consideration discharged by JACPL by issue of redeemable preference shares to the Company and the business of sale of consumer products (including in a Mall or Hyper-market format), wholesale cash and carry trade and leasing (Demerged Undertaking) of EOPL has been demerged and vested with JACPL in consideration of allotment of equity shares by the Company to the shareholders of EOPL with effect from the appointed April 1, 2011.

Capital Structure

Authorised Share Capital

During the year the authorised share capital of the Company was increased from Rs.100 million to Rs.150 million.

Paid-Up Share Capital

In accordance with the Scheme of Arrangement referred to in preceeding paragraph, 38,35,348 equity shares of Rs.10 each fully paid up were issued and allotted to the shareholders of EOPL on March 9, 2012, as per the entitlement ratio of 10:22, i.e. for every 22 (Twenty Two) equity shares of face value Rs.10 each held in EOPL, as on the Demerger Record Date (February 27, 2012), the equity shareholders of EOPL were alloted 10 (Ten) equity shares of face value of Rs.10 each in the Company.

The new equity shares of the Company were listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) and were admitted for trading on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) w.e.f. April 3, 2012.

The paid-up capital as at March 31, 2012 stands at Rs.118.49 million comprising of 118,49,404 equity shares of Rs.10 each fully paid up as compared to Rs.80.14 million comprising of 80,14,056 equity shares of Rs.10 each fully paid up as at the end of the previous year.

Fixed Deposits

Your Company did not invite/accept any Fixed Deposit from the public during the year under review.

Subsidiary

During the year under review, the name of Jubilant Agri and Retail Private Limited, wholly owned subsidiary of the Company, was changed to Jubilant Agri and Consumer Products Private Limited w.e.f. May 6, 2011. It was converted into a public limited Company w.e.f. May 10, 2011.

In terms of the scheme referred to in the preceeding paragraph, JACPL allotted 16,48,817 10% Optionally Convertible Non- Cumulative Redeemable Preference Shares of Rs.10/- each at premium of Rs.990/- per share to the Company towards discharge of lump sum consideration of Rs.164,88,17,559 for slump sale of ACP undertaking by the Company to JACPL.

Further, in terms of Clause 49 of the listing agreement, JACPL has become a material non-listed Indian Subsidiary Company as at March 31, 2012.

Consolidated Financial Statements

The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and prepared in accordance with AS-21 as specified in Companies (Accounting Standards) Rules, 2006 forms part of the Annual Report.

Particulars required as per Section 212 of the Companies Act, 1956

In terms of the general exemption granted by the Government of India vide its general circular no. 2/2011 dated February 08, 2011, from attaching the Directors' Report, Balance Sheet, Profit & Loss Account and other particulars of the subsidiaries, the Board of Directors in its meeting held on January 14, 2012 decided not to attach Directors' Report, Balance Sheet, Profit & Loss Account and other particulars of JACPL, the Subsidiary Company with the Annual Report of the Company this year.

The Company will make available the Annual Accounts of the subsidiary company and other related information upon request by any member of the Company or its subsidiary company. The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company during business hours.

Auditors

M/s.K. N. Gutgutia & Co., Chartered Accountants, [ICAI Registration Number - 304153E] Auditors of the Company retire at the ensuing Annual General Meeting and offer themselves for re-appointment. They have confirmed that their re-appointment, if made, shall be within the limits laid down in Section 224 (1B) of the Companies Act, 1956.

Cost Auditors

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed audit of cost records for certain products.

Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors had appointed M/s. J. K. Kabra & Co., Cost Accountants, [Firm Registration Number - 9] as Cost Auditors of the Company, for the financial year 2011-12.

The relevant cost audit reports for the financial year 2010-11 for Chemicals and Fertilizers were filed on September 23, 2011, against the due date of September 27, 2011.

Directors

During the year, Mr. Shamit Bhartia, Mr. Videh Kumar Jaipuriar and Dr. Ashok Misra were appointed as Additional Directors of the Company who shall hold the office upto the date of ensuing Annual General Meeting of the Company.

Mr. Ananda Mukherjee resigned from the office of CEO & Whole Time Director of the Company w.e.f. January 31, 2012.

The Board places on record its deep sense of appreciation for the valuable contribution made by him towards the growth of the Company during his tenure.

Mr. Videh Kumar Jaipuriar was appointed as CEO & Whole Time Director of the Company w.e.f. February 1, 2012, subject to necessary approvals.

Notices under Section 257 of the Companies Act, 1956 have been received from the members proposing the candidature of Mr. Shamit Bhartia, Mr. Videh Kumar Jaipuriar and Dr. Ashok Misra as Directors.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Hari S. Bhartia and Mr. Priyavrat Bhartia retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation received from the management, confirm:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended March 31, 2012.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Directors have prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A and forms part of this Report.

Employees

The particulars of employees, as required under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure B and forms part of this Report.

Corporate Governance

A detailed report on Corporate Governance is attached to this Report as Annexure C. A certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is enclosed as Annexure D. A certificate from Chairman that all Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2012 is attached as Annexure E.

A Certificate from CEO/CFO confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of the matters to the Statutory Auditors and Audit Committee is also enclosed as Annexure F

Management Discussion & Analysis

Notes on Management Discussion & Analysis of the financial and business performance of the Company have been given separately and forms part of this Report.

Corporate Sustainability Report

Your Company, being committed to address environmental issues and to discharge its corporate social responsibility, is publishing its Corporate Sustainability Report, duly audited by Ernst & Young, and conforming to Global Reporting Initiative (GRI) G3.1 Reporting Guidelines. Like last year, this year too, the Report is being sent in CD to all the shareholders alongwith the Annual Report of the Company. The same shall also be available on the website of the Company www. jubilantindustries.com.

Risk Management

Today's business environment, remains challenging for the Corporate World and risk management retains its high position on every organization's agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Board especially with respect to risk assessment and risk minimization procedures. As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds the key to the success of our journey of continued competitive sustainability in attaining desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Human Resource Management

The Company believes in an open, fair and transparent culture and stands by its promise of Caring, Sharing, Growing and making efforts to make it one of the best places to work with.

The skill and adeptness with which the Leadership team led your Company was duly acknowledged through "Amity's HR Excellence" award for leadership builders - 2011 during the 8th Annual Global HR Summit held at Amity University Campus, Noida.

The Company keeps its promise alive in the hearts of everyone in this organization, through a range of Human Resources interface to the internal and the external world - Commitment to community programs through Jubilant Bhartia Foundation, participation in local employment exchange job-fair, tying up with leading hospitals for employee wellness, health and spiritual talk by experts etc.

The Company enjoys cordial relations with employees and there have been no instances of strikes, lockouts or any other disruptive labour disputes. The wages and benefits of the unionized employees are generally established by collective bargaining agreements.

A detailed note on HR Management is given as part of "Management Discussion & Analysis".

Awards and Accolades

During the Year 2011-12, your Company won the prestigious "Corporate Leadership Award" at the 4th Agricultural leadership summit for consistent business performance and contribution to Agricultural sector. The Company's Gajraula Unit received the Economic Times-Frost and Sullivan India Manufacturing Gold Award in appreciation of the journey in building a globally competitive and lean world class organization. The Kapasan unit was adjudged runners up in the environment protection in the SSP plant category at Fertilizer Association of India (FAI) Golden Jubilee Award. This is recognition for the environment protection Initiatives of Jubilant Industries Limited for the second consecutive year. The Company also won the "Amity HR Excellence "award for leadership builders conferred by Amity University during the 8th Annual Global HR Summit.

Investor Services

In its endeavour to improve investor services, your Company has taken the following initiatives:

- An Investor Section on the website of the Company www.jubilantindustries.com has been created.

- A dedicated e-mail id [email protected] for sending communications to the Company Secretary has been made effective. Members may lodge their requests, complaints and suggestions on this e-mail as well.

Green Initiatives

Your Company, being committed to policy of sustainable development, has taken several green initiatives which includes :

- Conducting Paperless Board Meetings;

- Publishing and circulating Corporate Sustainability Report in CD;

- Emailing Annual Reports to shareholders who have opted for the same on email.

Acknowledgments

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Banks, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Place : Noida Hari S. Bhartia

Date : May 9, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Fifth Annual Report and Audited Accounts for the year ended March 31, 2011.

Financial Results

(Rs.in million) Year ended Year ended March 31, March 31, 2011 2010

sales and other income 5816.21 0.1

Net sales 5539.90 -

EBITDA 468.27 (0.1)

Interest 6.64 -

PBDT 461.63 (0.1)

Depreciaton 57.53 -

PBT 404.10 (0.1)

Provision for Taxaton 118.02 -

PAT 286.08 (0.1)

Proft brought forward from 984.80 - previous year

PROFIT AVAILABLE FOR 1270.88 (0.1) APPROPRIATION Which the Directors have appropriated as follows:

- proposed Dividend on equity 24.04 - shares

- tax on Dividend on equity shares 3.90 -

- transfer to General Reserve 30.00 -

Balance to be carried forward 1212.94 (0.1)

Operations

Jubilant Industries Limited is a part of the Jubilant Bharta Group and is engaged in the business of Agri and Performance Polymers.

The Hon'ble High Court of Allahabad, vide its orders dated October 28, 2010 and November 8, 2010 sanctioned a Scheme of Amalgamation & Demerger ("the Scheme") amongst Jubilant Life Sciences Limited ("JLL"), Jubilant Industries Limited ("the Company") and others, pursuant to which the Agri Products Division, Performance Polymer Division and IMFL Division of JLL were demerged and transferred to the Company with efect from commencement of business on April 1, 2010 i.e. the Appointed Date under the scheme.

The Scheme became effective from November 15, 2010.

The Company's diversified portolio includes broad range of technology based products and solutons to customers both nationally as well as globally. The Company is India's global supplier of Solid PVA (SPVA) & Vinyl Pyridine Latex (VP Latex) and currently holds number 1 positon in India and ranks amongst top 3, globally. The Company's "Ramban" is also one of the top brands in the country producing Single Super Phosphate (SSP) besides other agri- products.

The Company has world-scale capacites for SSP, VP Latex & SPVA and enjoy global leadership rankings in each of the categories. The consumer brand "Jivanjor" is the 2nd largest brand in India in consumer adhesives and a signifcant player in the Indian wood fnishes market. The Company operates from 5 locations across India and has dedicated R&D centres.

The above financial results for the year ended March 31, 2011 are afer giving the effect of the above said scheme of Amalgamation & Demerger and accordingly are not strictly comparable with the figures of previous year.

During the year ended March 31, 2011, the revenues closed at Rs.5539.90 million. The Agri Products business contributed Rs.2613.31 million and the Performance Polymers business contributed Rs.2570.33 million majorly to the total revenues. the company has a distribution network all over the country.

the EBITDA for the year stood at Rs.468.27 million. Even though the input cost has increased, the Company is well placed to protect its margins and have been able to pass on the increases to the customers. the pAt stood at Rs.286.08 million after depreciation charge of Rs.57.53 million on a gross asset base of Rs.1601.58 million, with minimal interest cost of Rs.6.64 million on a debt of Rs.42.33 million and taxes of Rs.118.02 million, depicting a tax rate of 29.21 % for the year.

The Board of Directors in its meeting held on April 29, 2011 have consttuted a Committee of Directors to explore opportunities for potental restructuring of Company's Agri and Performance Polymers businesses with the objective of creating business focus and also to evaluate various new business opportunities to expand and grow the Company so as to enhance shareholder value.

Dividend

Your Directors recommend a dividend of 30% i.e. Rs.3 per fully paid up equity share of Rs.10 each for the year ended March 31, 2011. This will absorb Rs.27.94 million (inclusive of tax) based on existing capital.

Appropriatons

it is proposed to transfer Rs.30.00 million to General Reserve and retain the balance in Profit and Loss Account.

Capital Structure

Authorised capital

During the year the authorised share capital of the Company was increased from Rs.1.0 million to Rs.100 million.

paid-Up capital

In accordance with the Scheme 79,64,056 equity shares of Rs.10 each fully paid up were issued and allotted to the shareholders of JLL on November 27, 2010, as per the entitlement ratio of 1:20, i.e. for every 20 (twenty) equity shares of face value Rs.1 each held in JLL, as on the Demerger Record Date (November 26, 2010), the equity shareholders of JLL were issued 1 (one) equity share of face value of Rs. 10 each in the company.

The paid-up capital as at March 31, 2011 stands at Rs. 80.14 million comprising of 80,14,056 equity shares of Rs. 10 each fully paid up.

Listing of Equity Shares

The equity shares of the Company were listed and admitted for trading on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) w.e.f. February 14, 2011.

Fixed Deposits

Your Company did not accept Fixed Deposits from the public during the year.

Name Change

During the year under review, the name of the Company was changed from 'Hitech Shiksha Limited' to 'Jubilant Industries Limited' w.e.f. June 8th 2010.

Subsidiary

During the year under review, Canonical Infotech Solutions Private Limited became the subsidiary of the Company. The Company holds 100% of the equity share capital of the subsidiary as on March 31, 2011. The name of Canonical Infotech Solutions Private Limited was changed to Jubilant Agri and Retail Private Limited w.e.f March 7, 2011.

Particulars required as per Section 212 of the Companies Act, 1956

In terms of the general exemption granted by the Government of India vide its general circular no. 2/2011 dated February 8, 2011, from attaching the Directors' Report, Balance Sheet, Profit & Loss Account and other particulars of the subsidiary, the same have not been attached to this Report.

Auditors

K. N. Gutgutia & Co., Chartered Accountants, [ICAI Registration Number - 304153E] Auditors of the Company, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. They have confirmed that their re-appointment, if made, shall be within the limits laid down in Section 224 (1B) of the Companies Act, 1956.

Cost Auditors

J.K. Kabra & Co., Cost Accountants, [Firm Registration Number - 9] Cost Auditors of the Company, have confirmed that their re- appointment, if made, shall be within the limits laid down in Section 224(1B) of the Companies Act, 1956.

Directors

During the year, Mr. Hari S. Bhartia, Mr. Priyavrat Bhartia, Mr. Ananda Mukherjee, Mr. R. Bupathy, Mr. Ghanshyam Dass and Mr. S.K. Roongta, were appointed as Additional Directors of the Company and hold office upto the ensuing Annual General Meeting.

Mr. Ananda Mukherjee was later on appointed as CEO & Whole-time Director of the Company w.e.f. November 15, 2010.

Notice under Section 257 of the Companies Act, 1956 has been received from a member, proposing the candidature of Mr. Hari S. Bhartia, Mr. Priyavrat Bhartia, Mr. Ananda Mukherjee, Mr. R. Bupathy, Mr. Ghanshyam Dass and Mr. S.K. Roongta as Directors.

Mr. R. Sankaraiah, Mr. Prakash C. Bisht and Mr. Lalit Jain resigned as Directors during the year.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation received from management, confirm:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended March 31, 2011.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the Directors have prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A and forms part of this Report.

Employees

The particulars of employees, as required under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure B and forms part of this Report.

Corporate Governance

A separate section on Corporate Governance is attached to this Report as Annexure C. A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with Stock Exchanges is enclosed as Annexure D. A certificate from Chairman that all Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2011 is attached as Annexure E. CEO/CFO certificate is enclosed as Annexure F.

Management Discussion & Analysis

Notes on Management Discussion & Analysis of the financial position of the Company have been given separately and forms part of this Report.

Discontinuing Business

The Board of Directors in its meeting held on February 14, 2011 decided to close the Application Polymer Business due to unviable operations.

Corporate Sustainability Report

Your Company, being commited to address environmental issues and discharge its corporate social responsibility, is publishing for the first time its Corporate Sustainability Report, duly audited by Ernst & Young, and conforming to Global Reporting Initative (GRI) Guidelines. The Report is being sent to all our shareholders.

Risk Management

Today's business environment, remains challenging for the Corporate World and risk management retains its high position on every organizaton's agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunites to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilites, appropriately delegated authority, and a set of processes and guidelines. The Company has laid down procedures to inform Board members about the risk assessment and risk minimizaton procedures. As an organizaton, it promotes strong ethical values and high levels of integrity in all its actvites, which in itself is a significant risk mitigator.

With the growth strategy in place, risk management holds a key to the success of its journey of continued competitive sustainability in attaining its desired business objectives.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Human Resource Management

As of March 31, 2011, the company had over 640 employees spread across the country in manufacturing plants, branches and corporate functions. The relations are cordial with employees at all levels and there have been no instances of major strikes,lockouts or any other disruptive labour actvities. The Company provides various benefits to the employees, addressing their social and security needs such as personal Accident insurance, Group Term Insurance and healthcare coverage for the employees and their dependants. The Company also offers subsidised interest payment on housing loans, housing facilites for certain employees at Gajraula and Nira plants, funding for schools for the employee's children. The wages and benefits of the unionised employees are generally established by collectve bargaining agreement. The Company strongly believes in the philosophy of training and developing people through various initiatives, adopting a range of tools and methodologies. These initiatives are primarily aimed at skills and capabilities development. It periodically measures Employee Engagement Index and institutionalise programs related to Reward and Recognition, Fun-at-work events and Retention of Talent through Career Planning and Growth opportunities within the organisaton. The promise of "Caring, Sharing, Growing" is also refected through the Employee Wellness program under which the Company has health related talks by experts, free consultation camps and te-ups with leading hospitals and laboratories which ofer discounted rates to the employees and their families.

Awards and Accolades

During the year 2010-2011, your Company won Frost & Sullivan Award for Competitive Strategy Leadership for the year 2010, Greentech Safety Gold Award 2011 in Chemical Sector for outstanding safety management and was Joint Runner Up for Environment Protection for SSP Plants for the year 2009-10.

Investor Services

in its endeavour to improve investor services, your company has taken the following initiatives:

- An Investor Section on the website of the Company www. jubilantndustries.com has been created.

- A dedicated e-mail id viz. [email protected] for sending communications to the Company Secretary has been made effective. Members may lodge their complaints or suggestions on this e-mail as well.

Acknowledgments

Your Directors acknowledge with gratitude the co-operation and assistance received from the central and state Government Authorites. Your Directors thank the Shareholders, Banks, Customers, Vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciaton for the dedication and commitment of the employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Hari S. Bhartia Chairman

Place : Noida Date : April 29, 2011