Jain Irrigation Director Discussions


To

The Members,

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

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

A] Operations

1) Financial Highlights (standalone)

The financial performance is captured below:

Particulars

2022-23 2021-22
Export Sales & Services 3,524.10 3,806.93
Domestic Sales & Services 31,989.51 23,872.47
Other Operating Income 621.29 512.06

Sub Total

36,134.90 28,191.46
Other Income 1,654.76 577.96

Total Income

37,789.66 28,769.42

Operating Profit

5,630.80 3,379.87
Interest and Finance Charges 3,629.39 2,571.94
Depreciation and Amortisation 1,505.73 1,562.83

Profit before taxation and exceptional items

495.68 (754.90)
Exceptional Items (147.85) 2,954.77

Profit/(loss) before tax

347.83 2,199.87

Provision for Tax

Current Tax Provision - -
Deferred Tax Asset/(Liability) (45.38) 268.62

Profit/(Loss) for the year before Prior Period Expenses

393.21 1,931.25
Prior Period Items-Income/ (Expenses) - -

Profit/(Loss) for the year

393.21 1,931.25
Earnings per Share Q
Basic 0.63 3.66
Diluted 0.62 3.57

2) State of affairs of the Company

a) Standalone: FY 23

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

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

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

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

b) Consolidated; FY 23

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

3) a) Dividend Distribution Policy

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

b) Dividend

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

4) Capacity Expansion and Capital Expenditure

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

Segment Name

Net Capex FY 2023 (Rs in Million)

Hi-Tech

733

Plastics

68

HO and Others

413

Total

1214

5) List of Awards/ Recognition - Financial Year 2022-23

The Company has received the following awards and accolades during the FY 2023.

Year

Name & Nature of Award/ Honor

Instituted by

Given by

Received by

2022 Best Initiative Award ICAR-National Research Centre for Banana Sardar Patel Oustanding ICAR Institute-2020, Tiruchirapalli, Tamil Nadu, India K. B. Patil
2023 Award of Excellence Indian Society of Alliums (ISA), New Delhi Dr. K. E. Lawande, President-Indian Society of Alliums, New Delhi Anil Jain, Anil Dhake, Sunil Gupta, V. P Patil, Roshan Shah, Gautam Desarda, Sanjay Parekh on behalf of JFFFL

6) Material developments in Human Resource

a) General

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

We continue to evolve innovative training and performance incentivizing schemes that work in tandem with our high performance and flexible production systems. The flexi job approach provides our operational workforce an opportunity to explore and acquire multiple skills. This also helps manage stress levels through job rotation. The antidote also alleviates the fatigue normally associated with continuously running processes. Our work culture promotes trust, organisational commitment and pleasure associated with a job well done while helping associates balance efforts required to achieve a goal.

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

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

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

Associates Well-being

YourDost Counseling Platform:

In this era of social media, people are connected with each other with digital platforms, but we cannot ignore the need of a friend with whom we can share and discuss all our issues without being judged, YourDost is an emotional wellness platform having 900+ clinical psychologists / psychotherapist / Yoga and Meditation experts all over the country having capability in all local languages, We made available Yourdost platform to all associates for personalised and professional guidance through which experts of Yourdost helped the individuals to develop healthy personal relationships maintaining all the secrecy, A productive and satisfying work life balance, more focused approach towards achieving goals, self confidence, ability to deal with stress, anxiety, depression and pressures of all kinds and from many sources such as personal, societal, peer etc,

Run For Health:

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

De-addiction Centre Enrollment:

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

Khichdi & Banana Distribution in Lunch:

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

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

Associates Delight -

Launching of Harmony Portal:

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

Sponsored 2-wheeled Vehicles for Associates:

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

Laptop to Associates Children:

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

Childrens Educational Development:

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

Social Involvement

Employment on Compassionate ground:

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

Priority to associates children for employment on merit basis:

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

Blood Donation Camp:

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

Human Rights, Non discrimination and other policies:

Human rights principles as enshrined in the United Nations Global Compact (UNGC) are embedded in our core values and system. We have a firm human rights policy and framework that focuses on good governance, our commitment to abiding by each law and providing equal opportunities without exception, Our commitment to being an inclusive business is reflected in our peoples practices, We strive to attract, retain, and develop talented individuals from all backgrounds, Our workplaces offer an open, supportive, and inclusive environment to our people, We are an equal opportunity employer and do not discriminate in terms and conditions of employment based on gender, race, religion, caste, creed, and other such criteria. Further, the organisation believes in pay for performance. Our policy on equal opportunity and non - discrimination is available on the website of the Company at www. jains.com. We encourage our employees to use grievance mechanisms for any kind of complaints. We also ensure that the rights of our supply chain partners are protected. Our zero-tolerance policy provides effective safeguards against child labour, forced labour, sexual harassment, discrimination, harassment, etc. It is also ensured that the outsourced processing centres that we engage with comply with all the legal requirements including child labour laws by following the minimum age criteria of 18 years across all our operations. We have an effective mechanism to deal with sexual harassment cases and have formulated a policy against any kind of discrimination. Our whistle blower policy allows all our employees to report any kind of suspected or actual misconduct in the organization. We follow the laws and regulations pertaining to human rights and awareness. The workshops on code of conduct of the Company covers aspects of human rights and awareness.

Training

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

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

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

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

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

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

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

Workforce Strength & Recruitment

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

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

Total Associates as on 31st March 2023 for;

JISL = 6,563

Total Associates as on 31st March 2023 for;

JFFFL = 1,491

Gross Addition during 2022-2023 for;

JISL = 506

Gross Addition during 2022-2023 for;

JFFFL = 101

7) Directors Responsibility Statement

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

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

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

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

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

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

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

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

B] Subsidiaries & Associate

1) Jain Farm Fresh Foods Limited - Subsidiary

a) Standalone

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

b) Consolidated

The Consolidated food business has recorded consolidated revenue of of INR 16,674 million for FY 2023 as against INR 14,868 of FY 2022 reflecting growth by 12% YoY. The earnings before depreciation, interest cost and income tax was INR 2,054 million for FY 2023 as against INR 1,537 million for FY 2022. The Finance Cost for FY 2023 was INR 1,090 million as against INR 1,014 million in FY 2022, increased by 7% YoY. The profit before tax from continuing operation was INR 247 million for FY 2023 as against loss INR 198 million of FY 2022. Net profit for FY 2023 was INR 259 million as against loss of INR 54 million of FY 2022.

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

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

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

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

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

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

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

- Continuous monitoring of cost.

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

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

- Expected increase in productivity and profits in measurable terms.

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

3) Operations of Subsidiaries & SPVs

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

a) Operating subsidiaries

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

b) SPVs

Information of SPVs is covered in the section

MANAGEMENT DISCUSSION AND ANALYSIS

Elsewhere in this Annual Report at Annexure V.

C] IIB Merger and RP Updates:

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

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

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

Particulars

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

 

Particulars

Current Rated Amount (Rs in Crore)

Rating Action

Long-term fund- based: Term loan

610.26

[ICRA]BBB- (Stable); assigned

Long-term fund- based: CC

1504.75

[ICRA]BBB- (Stable); assigned

Non-Convertible

Debentures

942.99

[ICRA]BBB- (Stable); assigned

Short-term nonfund based: LC

92.54

[ICRA]A3; assigned

Short-term nonfund based: BG

652.07

[ICRA]A3; assigned

Total

3802.61

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

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

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

Sr.

Name of Allottee

No. of Warrants No.of Shares Conversion Price Amount

1)

Cosmos Investment & Trading Pvt. Ltd.

1,20,40,623 1,20,40,623 28.87 34,76,12,786

2)

Subhkam Ventures (I) Pvt.Ltd.

1,00,00,000 1,00,00,000 28.87 28,87,00,000

3)

Subhkam Ventures (I) Pvt.Ltd.

1,00,00,000 1,00,00,000 28.87 28,87,00,000

4)

Shantakaram Financial Advisory Services Pvt.Ltd.

1,00,00,000 1,00,00,000 28.87 28,87,00,000

5)

Shantakaram Financial Advisory Services Pvt.Ltd.

1,00,00,000 1,00,00,000 28.87 28,87,00,000

6)

Shantakaram Financial Advisory Services Pvt.Ltd.

1,00,00,000 1,00,00,000 28.87 28,87,00,000

7)

Cosmos Investment & Trading Pvt.Ltd

28,22,877 28,22,877 28.87 8,14,96,459

8)

Subhkam Ventures (I) Pvt.Ltd.

1,00,00,000 1,00,00,000 28.87 28,87,00,000

Total

7,48,63,500 7,48,63,500 2,16,13,09,245

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

Share Capital - Rs. 14,97,27,000

Premium - Rs. 2,01,15,82,245

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

D] Governance disclosures

1) Employee Stock Option Plan (ESOP)

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

ii) JISL ESOP 2011/ 2018

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

Sr.

Particulars

ESOP 2011

1)

Date of Shareholders approval -

30th September, 2011,27th September, 2013 & 28th September, 2018

2)

Total number of options approved under ESOS

43,56,000 granted on 10-11-2022

3)

Vesting requirements

1/3rd of grant every year

4)

Exercise price or pricing formula

Rs.36.00 - 3.60=32.40 per share

5)

Maximum term of options granted

5 years

6)

Source of shares (primary, secondary or combination)

Primary for above Shares

7)

Variation in terms of options

None

ii] Trust Shares movement during the year

Sr. Particulars

ESOP 2011
1) Number of Shares outstanding at the beginning of the period 18,96,429*
2) Number of Shares granted during the FY 2022 NIL
3) Number of Shares forfeited / lapsed during the FY 2022 NIL
4) Number of Shares vested during the FY 2022 3,72,986
5) Number of Shares exercised during the FY 2022 NIL
6) Number of shares arising as a result of exercise of options NIL
7) Money realized by exercise of Shares Q, if scheme is implemented directly by Company NIL
8) Loan repaid by the Trust during the year from exercise price Received NIL
9) Number of Shares outstanding at the end of the year 18,96,429
10) Number of Shares exercisable at the end of the year 11,37,857

* Granted on 31.03.2020 with 5 years vesting period, 1/5 every year at Rs. 35.02 each.

[iii] Details related to the Trust

a) General information on all schemes

Particulars

Details

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

b) Movement of Shares during the year under review

Sr.

Particulars

Details

1)

Number of Shares

0.38% (18,96,429)

2)

Held at the beginning of the year

18,96,429

3)

Acquired during the year

NIL

4)

Sold during the year

NIL

5)

Transferred to the employees during the year

11,37,857 vested but not exercised yet

6)

Held at the end of the year

18,96,429

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

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

2) Corporate Social Responsibility & Sustainability brief

ESG and Sustainability Disclosures

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

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

Climate Change Mitigation at a glance

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

We have implemented and registered renewable energy and energy efficiency projects to generate green energy and mitigate climate change. Some of these projects are also registered under Clean Development Mechanism (CDM) of United Nations Convention on Climate Change (UNFCCC). All our registered CDM Projects have potential to generate 25,000 plus carbon credits per annum. Out of the registered CDM projects, solar and biogas based power generation projects are also registered under Renewable Energy Certificate (REC) Scheme.

Corporate Social Responsibility

The Company has a comprehensive Policy in place with the identified CSR Programme and projects. Review of the CSR policy is conducted annually under the guidance of the CSR committee. The CSR Committee of the Company has approved, to carry out CSR activities on its own and also through the two Trust/Foundations, namely Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon and another Section-8 Company, Gandhi Research Foundation (GRF), Jalgaon. The CSR Report is attached as Annexure III to this report. Please refer to the corporate social responsibility report and business responsibility and sustainability report for more details.

3) Key Managerial Personnel, Directors retiring and their background

a) Key Managerial Personnel

The following are KMPs of the Company for FY 23

Sr.

Name of KMPs

Designation

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

b) Retiring Directors

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

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

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

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

Appointed as Director of Jain Irrigation in 1993, he focused on marketing of drip irrigation and provision of extension services of farmers throughout the country. In 1996, he was appointed as Vice Chairman of the Company and began to support erection and commissioning activities of the Food Processing Division and Bulk Raw Material purchases. Then, he oversaw the Food Processing Division and Green Energy Product Division being in-charge of Groups overall Administration, Public Relations and Policy Making. He has built experience and expertise in all Divisions of the Company. He leads Company initiatives in maintaining all important relationships with the farming community. He ideates and implements philanthropic activities of the firm as well as family.

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

c) Disclosures on Independence etc.

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

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

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

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

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

[b] Appointment & Remuneration Policy for Directors,

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

4) Risk Management

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

a) overseeing and approving the Companys enterprise wide risk management framework; and

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

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

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

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

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

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

5) Internal Financial Controls ("IFC")

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

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

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

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

b) Safeguarding of assets

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

c) Prevention and detection of fraud and errors

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

d) Accuracy and completeness of accounting records

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

e) Timely preparation of reliable financial information

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

f) Monitoring and Reporting

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

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

6) Board Evaluation Process

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

a) Board Evaluation

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

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

b) Criteria for evaluation of Board and its Committees

Sr. Particulars

Board Responsibility

Parameters for evaluation

1) Board Composition and Quality Board members have the appropriate talent, expertise, qualifications, and skills to effectively contribute to meet the best interests of the company.
The Board members spend sufficient time in understanding the vision, mission of the company and strategic and business plans, financial reporting risks and related internal controls and provides critical oversight on the same.
The board has appropriate combination of industry knowledge and diversity viz gender, experience, background.
The Board has the proper number of committees as required by legislation and guidelines, with well-defined reporting requirements.
The Board understands the legal requirements and obligations under which they act; i.e. byelaws, corporate governance requirements, etc. and discharge functions accordingly.
Board Meetings and Procedures The Meetings of the Board are held on regular basis and the frequency of such meetings are enough for the Board to undertake its duties properly.
The Board meeting agenda and related background papers are concise and provide information of appropriate quality and detail on timely basis.
The Board meetings encourage a high quality of discussions and decision making.
The Board effectively works collectively as a team in the best interest of the company.
All proceedings and resolutions of the Board are recorded accurately, adequately and on a timely basis.
The minutes of Board meetings are clear, accurate, consistent, complete and timely.
The facility for video conferencing for conducting meetings is robust.
Strategy Board devotes time for development of suitable strategies and business plans to effectively manage current and potential strategic issues.
Effectively engages with management in the strategic planning process, including corporate goals, objectives and overall operating and financial plans to achieve them.
Governance & Compliance The Board evaluates and analyses the compliance certificate from the auditors / practicing company secretaries regarding compliance of conditions of corporate governance and other applicable laws.
The Board exhibits willingness to spend time and effort to learn about the Company and its business.
Risk Management The processes are in place for ensuring that the board is kept fully informed on all material matters between meetings (including appropriate external information e.g. emerging risks and material regulatory changes).
The adequacy of Board contingency plans for addressing and dealing with crisis situations.
The Board has sufficient understanding of the risk attached with the business structure and the Board uses appropriate risk management framework and whether board reviewed and understood the risks provided in the internal audit report and whether management has taken sufficient steps to mitigate the risk.
The processes are in place for ensuring that the board is kept fully informed on all material matters between meetings (including appropriate external information e.g. emerging risks and material regulatory changes).
Board and Management Relations The Board has a range of appropriate performance indicators that are used to monitor the performance of management. (?? Whether these are documented? If not, this could be removed)
Adequate level of independence of the management from the Board.
Management and the Board are easily accessible to each other
The Board is well informed on all issues (short and long-term) being faced by the Company.
An effective succession plan of board in place.
Relations with Stakeholders The Board regularly checks organizations vigil mechanism or whistle blower policy & makes sure that the mechanism is working effectively during the year.
The amount of time spent on discussions on strategic and general issues is sufficient.
(Note:- Repeated and hence could be dropped)
The Board monitors and manages to avoid potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets and abuse in related party transactions
Professional Development Adequate induction and professional development programs are made available to new and old directors
Appropriate development opportunities are encouraged and communicated well in time.
2) Committees Composition, Effectiveness, The Mandate, composition and working Procedures of the committee are clearly defined and discussed.
Functions and duties Committee takes effective and proactive measures to perform its functions.
The composition of the committee is in compliance with the legal requirements.
Structure of the The Committee is properly structured and regular meetings are held.
Committee and Meetings Committee meetings are organized properly and appropriate procedures are followed in this regard.
Management Relations Committee meetings are conducted in a manner that encourages open communication and meaningful participation of its members.
Contribution to Decisions of the Board Committee makes periodic reporting to the Board along with its suggestions and recommendations.
3) Individual Directors The Director has sufficient understanding and knowledge of the entity and the sector in which it operates.
The Director understands and fulfils the functions as assigned to him by the Board and the law.
The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meeting regularly and timely, without delay.
Participates in board and committee meetings actively and consistently and is able to function as an effective team-member.
Understands, and can evaluate, the risk environment of the organization and proactively contributes in development of strategy for the risks.
Shares domain knowledge and experience to bear on the critical areas of performance of the organization and keeps self-updated in knowledge in area of expertise.
The Director has constructive and analytical decision making abilities and core competencies for effective functioning of the Board.
Demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.)
Where applicable, as Chairperson of respective committees, he/she is impartial in conducting discussions, seeking views and dealing with dissent, etc. Seeks appropriate clarification, or amplification of information as and when necessary.
Conducts himself/herself in a manner that is ethical and consistent with the applicable laws.
Proactively contributes to development of strategy and towards risk management of the Company.
The Director is available for meetings of the Board and the Board Committees where he is a member and attends the meeting regularly and timely, without delay.
Participates in board and committee meetings actively and consistently and is able to function as an effective team-member.
4) Chairman Whether the Chairman leads the Board effectively, whether the Chairman ensure participation of all members in the Board deliberations, Whether Chairman guides the Board /Management on key issues to be brought up to the Board for deliberations, whether the Chairman enhances the Companys image in dealing with major stakeholders.

7) Familiarisation programme for Independent Directors (IDs)

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including Finance, Sales, Marketing of the Companys major business segments, practices relating to Human Resources, overview of business operations of major subsidiaries, global business environment, business strategy and risks involved, quarterly updates on relevant statutory, regulatory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Visit at headquarters is generally organized for the Independent Directors on first appointment as Independent Director to enable them to understand and get acquainted with the operations of the Company. Details of such familiarisation programmes for the Independent Directors are available on the website of the Company.

8) Vigil Mechanism

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

9) Fraud Reporting

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

10) Fixed Deposits

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

11) Auditors

a) Statutory Auditors

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

b) Cost Auditors

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

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

c) Secretarial Auditor

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

d) PCS Certificate on Corporate Governance Report

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

12) Meetings of the Board & its Committees

a) Board Meeting

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

b) Audit Committee

The Audit Committee comprises of: Shri

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

c) Corporate Social Responsibility Committee

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

d) Nomination and Remuneration Committee

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

e) Stakeholders Relationship Committee

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

f) Risk Management Committee

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

g) Operations & Review Committee

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

h) Sub Committee (RP)

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

13) a) Particulars of Employees

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

b) Particulars of Top 10 Employees and related disclosures

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

Sr.

Full Name

Designation

Area of Responsibility

CTC -FY 2022-23 (in) CTC-FY 2021-22 (in)
1) Jain Abhay Kantilal President Sales Domestic (Maharashtra) 7,564,922 6,707,100
2) Kataria Anilkumar President Sales Domestic (South) 7,309,125 6,423,904
3) Samdani Vijay Loknath Senior Vice President IT - Project 5,673,073 4,687,992
4) Patil Kalyansing Baburao Exe. Senior Vice President Sales Tissue Culture 5,657,215 5,041,920
5) Desarda Dongarmal Inderchand President Indirect Tax 5,344,031 4,556,076
6) Jain Jitendra Shrichand Exe. Senior Vice President Production Plastic Park 5,252,563 4,628,664
7) Deshmukh Rajiv Bhalchandra Senior Vice President Banking 5,101,826 4,629,360
8) Joshi Abhijeet Bhaskar Exe. Senior Vice President Product Development 4,943,567 4,231,296
9) Patil Anil Bajirao Exe. Senior Vice President Tissue Culture 4,942,743 4,221,456
10 Bhirud Ashish Pandurang Vice President Civil 4,940,270 4,194,252

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

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

a) individuals

Sr.

Name of the Core Promoters

1)

Shri. Bhavarlal H. Jain (deceased)

2)

Shri. Ashok B. Jain

3)

Shri. Anil B. Jain

4)

Shri. Ajit B. Jain

5)

Shri. Atul B. Jain

 

Sr.

Name of Core Promoters family members

1)

Smt. Jyoti Ashok Jain

2)

Arohi Ashok Jain

3)

Aatman Ashok Jain (N/G Ashok B Jain)

4)

Smt. Nisha A. Jain

5)

Athang Anil Jain

6)

Amoli Anil Jain

7)

Ashuli Anil Jain

8)

Smt. Shobhana Ajit Jain

9)

Abhedya Ajit Jain

10)

Abhang Ajit Jain

11)

Dr. Bhavana Atul Jain

12)

Anmay Atul Jain (N/G Atul B. Jain)

13)

Artham Athang Jain (N/G Athang A. Jain)

b) Corporate Entities

Sr.

Name of Corporate Entity

1)

Atlaz Technology Pvt. Ltd - Promoter Group

2)

Cosmos Investment & Trading Pvt. Ltd. - Promoter Group

3)

Jalgaon Investments Pvt. Ltd. - Promoter Group

4)

Jain Brothers Industries Pvt. Ltd. - Promoter Group

5)

JAF Products Private Ltd. - Promoter Group

6)

Jain Extrusion &Moulding Pvt. Ltd. - Promoter Group

7)

Jain Vanguard Polybutelene Ltd. - Promoter Group

8)

Labh Subh Securities International Ltd. - Promoter Group

9)

Pixel Point Pvt. Ltd. - Promoter Group

10)

Stock & Securities India Pvt. Ltd. - Promoter Group

11)

Timbron India Pvt. Ltd. - Promoter Group

12)

Jain Rotfil Heaters Pvt. Ltd. - Promoter Group

13)

Jain Eagro Com India Pvt. Ltd. - Promoter Group

14)

Kantabai Bhavarlal Jain Family Knowledge Institute - Promoter Group

15)

Gandhi Research Foundation - Promoter Group

16)

Jain Investments & Finance BV Netherlands - Promoter Group

17)

Jain Overseas Investment Ltd., Mauritius - Promoter Group

c) Trust Entities

Sr.

Name of Trust Entity

1)

Jain Family Holding Trust - Promoter Group

2)

Jain Family Investment Trust - Promoter Group

3)

Jain Family Enterprise Trust - Promoter Group

4)

Jain Family Investment Management Trust - Promoter Group

5)

Jain Family Trust - Promoter Group

E] Policies and Other Relevant Disclosures

a) Policies

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

Sr. Policy

Web Link

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

b) Others

Sr. Policy

Web Link

1) Famillarization Programme for Independent Directors https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
2) Media Agreements https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
3) Investors Handbook https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
4) Hierarchy of Escalation of Redressal of Investor Complaints https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
5) Terms and Conditions of Appointment of Independent Directors https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
6) Internal Audit Charter https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
7) Succession Planning https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
8) List of Senior Executives https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

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

1) Environment Health and Safety Performance

Environment, Health and Safety performance 2022-23

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

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

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

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

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

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

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

8) Increased plantation in the factory at hyderabad location.

9) Safety guard provided for printing machines.

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

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

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

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

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

15) Real time monitoring instrument incorporated for workplace monitoring.

16) Openwells safety improved by providing additional checks.

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

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

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

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

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

Agri Park & Tissue Culture

A) Energy and Water Conservation

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

B) Technology Absorption

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

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

C) Research and Development

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

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

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

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

3) Foreign Exchange Earnings and Outgo

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

2022-23 2021-22

C. I. F. Value of Imports, Expenditure and Earnings of Foreign Currency

CIF value of imports Raw materials and components and Stores and Spares 3639.33 1,211.66
Capital goods 27.64 15.99

Total

3666.95 1,227.65

Expenditure in foreign currency (on accrual basis)

Interest and finance charges 111.94 87.68
Discount / commission on export sales 16.79 38.63
Export selling / market development expenses 60.08 0.94
Travelling expenses 4.41 1.70
Law and legal / professional consultancy expenses 21.52 20.05
Testing, quality and other charges 7.57 11.15

Total

222.31 160.15

Earnings in foreign currency

FOB value of exports (on the basis of bill of lading) 3425.58 3,715.11

Total

3425.58 3,715.11

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

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

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

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

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

G] Mandated Annexures

1) Corporate Governance Report

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

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

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

2) Management Discussion and Analysis Report (MDAR)

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

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

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

4) Consolidated Financial Statements

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

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

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

6) Secretarial Standards

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

7) Extract of Annual Return of FY 2022-2023

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

https://www.primeinfobase.in/z_JISLJALEQS/files/Form_MGT_7_JISL_2021.pdf.

8) Directors Remuneration

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

9) Contracts or arrangements with related parties

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

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

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

10) Business Responsibility & Sustainability Report

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

H) Miscellaneous

a) Acknowledgement

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

Sd/- Sd/-
Anil B. Jain Ajit B. Jain

Vice Chairman and

Joint Managing

Managing Director

Director

Date : 17th August 2023
Place : Jalgaon