Jain Irrigation Systems Ltd Directors Report.

To

The Members

The Company is related to the agri-sector in most of its businesses. The agri sector has gone through water shortages and stress due to lower than average monsoon and uneven spatial distribution of rainfall, causing stress in western and southern parts of the country. Demonetisation and introduction of GST were further disruptions faced by the sector. Keeping these challenges in mind, the Company has done reasonably well in the year under review and the Directors present to you the report on the financial and operational performance as well as governance disclosures through this report and its attachments.

1) Financial Highlights

in Million (except EPS)

Particulars 2018-19 2017-18
Domestic Sales & Services 39,588 37,694
Export Sales & Services 4,427 4,760
Other Operating Income 413 152
Sub Total 44,428 42,606
Other Income 1,180 1,455
Total Income 45,608 44,061
Operating Profit 8,054 7,570
Interest and Finance Charges 3,099 2,759
Depreciation and Amortisation 1,726 1,902
Profit before taxation and exceptional items 3,229 2,909
Profit/(loss) before tax 3,229 2,909
Provision for Tax
Current Tax Provision 606 464
Deferred Tax Asset/(Liability) 278 (366)
Profit for the year before Prior Period Expenses 2,345 2,811
Prior Period Items-Income/ (Expenses) - -
Profit for the year 2,345 2,811
Earnings per Share ()
Basic 4.55 5.45
Diluted 4.55 5.45

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

Standalone

The revenue including operating income increased by 4.3% during the year under review. MIS and PE Pipes segments were major growth drivers, which showed a growth rate of 8.6% & 15.9%, respectively, and rest of the

business also recorded good growth as compared to last fiscal. In segments, Hi-tech Agri Input Products Division grew by 8.2%, mainly due to significant increase in MIS project sale. The Plastic Products division revenue grew by 4.2% mainly due to remarkable growth in PE pipe by 15.9%. The Company has reported a profit of 2,345 million for FY 2019 as against 2,811 million of FY 2018.

Consolidated

On a Consolidated basis the revenue from operations for FY 2019 was recorded at 85,769.4 million as against 78,955.4 million for FY 2018, showing a growth of 8.6%. Other income for the FY 2019 was 2,713.9 million as against 1,608.2 million of FY 2018. Revenue of Hi-tech Agri Input Products Division registered a steady growth of 8.1%. Overall Plastic Division registered a growth of 6.9%. Total raw material consumption was recorded at 45,958 million for FY 2019 as against 41,946 million for FY 2018. Employee cost was 9,678 million for FY 2019 as against 8,890 million for FY 2018. The finance cost for FY 2019 was recorded at 5,137 million as against 4,786 million for FY 2018. Net Profit for FY 2019 was 2,391 crores as against 2,193 million of FY 2018.

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 http://www.nseprimeir.com/z_JISLJALEQS/files/JISL_ Dividend_Policy.pdf.

(b) Dividend

The Directors in their meeting held on 30.05.2019 recommended to shareholders a Dividend on Ordinary and DVR Equity Shares of 2.00 each, (details as follows) involving an outlay of 516 Million to all eligible shareholders and 106 Million of Dividend Distribution Tax, for year ended 31st March, 2019:

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

4) Capacity Expansion and Capital Expenditure

The Company has continued its pre-decided growth/ maintenance capex. The following table shows the capex

incurred for maintenance capex and capacity expansion implemented during the year, and the resultant capacity addition in FY 2019;

Segment Name Unit Addition in Capacity for FY 2019 Capex FY 2019 ( In Million)
MIS MT - 706.7
Plastic division MT 28,820 777.6
Tissue Culture Million - 498.8
Others &Corporate Nos. - 346.4
Total 2,329.6

5) Other Major Developments during FY 2019

Jain Farm Fresh Foods Limited

The Company recorded a consolidated income of 19,270 million for FY 2019 as against 16,436 of FY 2018, an increase of 17.24%. The Finance Cost for FY 2019 was 1,032.07 million as against 774 million in FY 2018, an increase of 33%. Profit before tax for the Company for FY 2019 was 491 million as against 383 million of FY 2018, resulted an increase of 28.19%. Net profit for FY 2019 was 346 million as against loss of 435 million of FY 2018 an improvement of 188% over last year.

Sustainable Agro-Commercial Finance Limited (SAFL)

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

During the year 2018-19, SAFLs performance details are as follows:

• During the year 2018-19 SAFL made Net profit after depreciation of 5.49* Crores and networth 163.45* Crores

• Highlights for the year ended 31st March, 2019:

Sr. Particulars No. Nos. (Customers) Amount ( In Crores)
1. Applications received 1,970 137.80
2. Sanctions accorded 1,834 136.80
3. Disbursements effected 1,719 135.90
4. Loans outstanding 18,163 306.10
5. Repayment received - 215.90

* Provisional management figures subject to audit.

6) List of Awards/ Recognition - Financial Year 2018-19

The Company has received the following awards and accolades during the fiscal 2019.

A) Jain Irrigation Systems Limited

Name & Nature of Award / Honour Instituted By Given By Citation Received by
PLEXCONCIL Award 2015-2016 PLEXCONCIL Subhash Desai, Industry Minister, Maharashtra; Shyamal Mishra, Director- Commerce & Industry, India; Ashokkumar Basak, Chairman, Plexconcil; Pradeep Thakkar, Ex. Chairman, Plexconcil, India Outstanding Export Performance in Plastic & PVC Foam Sheet. Shri S. T. Patil
PLEXCONCIL Award 2015-2016 PLEXCONCIL Subhas Desai, Industry Minister, Maharashtra; Shyamal Mishra, Director- Commerce & Industry, India; Ashokkumar Basak, Chairman, Plexconcil; Pradeep Thakkar, Ex. Chairman, Plexconcil, India Top Exporter of Pipes & Hoses Shri P. A. Patil
PLEXCONCIL Award 2015-2016 PLEXCONCIL Subhas Desai, Industry Minister, Maharashtra; Shyamal Mishra, Director- Commerce & Industry, India; Ashokkumar Basak, Chairman, Plexconcil; Pradeep Thakkar, Ex. Chairman, Plexconcil, India Top Exporter of Drip Irrigationn Systems Shri Milind Pathak
PLEXCONCIL Award 2016-2017 PLEXCONCIL Subhas Desai, Industry Minister, Maharashtra; Shyamal Mishra, Director- Commerce & Industry, India; Ashokkumar Basak, Chairman, Plexconcil; Pradeep Thakkar, Ex. Chairman, Plexconcil, India Outstanding Export Performance in Plastic & PVC Foam Sheet Shri Aslam Deshpande
PLEXCONCIL Award 2016-2017 PLEXCONCIL Subhas Desai, Industry Minister, Maharashtra; Shyamal Mishra, Director- Commerce & Industry, India; Ashokkumar Basak, Chairman, Plexconcil; Pradeep Thakkar, Ex. Chairman, Plexconcil, India Top Exporter of Pipes & Hoses Shri A. B. Paliwal
PLEXCONCIL Award 2016-2017 PLEXCONCIL Subhas Desai, Industry Minister, Maharashtra; Shyamal Mishra, Director- Commerce & Industry, India; Ashokkumar Basak, Chairman, Plexconcil; Pradeep Thakkar, Ex. Chairman, Plexconcil, India Top Exporter of Drip Irrigationn Systems Shri Ravi Gadiwan
Dr. M. S. Swaminathan Award for Environment Protection Rotary Club of Madras East D. G. Babu Peram, Rotary Club District Governor In the Presence of R. M. Narayanan, Janak Pushpanathan, Radhika Satyanarayanan The company was selected for the pioneering effort of a productivity revolution with modern irrigation systems and innovative technologies to conserve water and significantly increase the crop yields. Shri Anil Jain
Indian Agribusiness Excellence Award Media Today Group Masood Hussain, Chairman, Central Water Commission, Honble. Mr. Sanjay Dave, Former Adviser FSSAI, Mr. M. B. Naqvi, Founder Chairman, Media Today Group This Award was given for Several Innovative Irrigation - Technologies used by Jain Irrigation Systems Ltd in India for Open Field and Protected Cultivation Technologies used for several Horticultural crops such as Vegetables, Flowers,

Fruits, Nurseries, Medicinal Plants, Herbs and community irrigation etc. supported farmers through latest technologies and new practices.

Shri

Shyamkant N. Patil

Inclusive Business List 2018 The shared Value

Initiative India

Dr Amit Kapoor, CEO, Institute For Competitiveness and Justin Bakule, Executive Director, Shared Value Initiative India The inclusive business list identifies, assesses and recognises enterprises that are redefining the role of businesses in society. It includes companies that are imbibing inclusivity into their business models by addressing social and environmental problems which interest with their businesses. Listing & not an Award
Star Performer- 2016-2017 (Western Region) EEPC India

(Formerly

Engineering

Export

Promotion

Council)

Sudhir Mungatiwar, Honble Minister of Finance & Planning and Forests, Govt. of Maharashtra Star Performer award 2014-15 - Other Agricultural or Forestry Machinery and Parts Thereof Large Enterprise. Shri B. N. Misal

7) Other Major Developments Post March, 2019

Debt reduction plans

At the end of FY 2019, the Net Debt was almost 4 times EBIDTA FY 2019, which is not a sustainable ratio going forward, hence the Board has now mandated the management to ensure debt reduction of at least 2,000 crores in the next 1824 months.

The broad plan could consist of one or more of the following:

• To infuse minority equity stake into the Food subsidiary to bring funds.

• To sell minority stake in the overseas irrigation entity to enable dilution of parent holding and raise funds.

• To hive off Piping entity into a subsidiary and list the same or get a private equity/strategic minority partner

Together, a combination of any two or more of the above can bring in funds and reduce Parents net debt to a sustainable level. The management has appointed Investment Bankers and is proceeding as per their advice to achieve the best outcome for shareholders.

Current Scenario:

Since March-19 Company has faced downward ratings, significantly lower share prices, delay in its ability to honor obligations to various stakeholders and slowing down of its operations. The Company is facing liquidity issues from last 6-8 months, due to delay in realisation of debtors. The Company has been pursuing its debtors for recovery of it funds. The Debtors of the Company include various state governments, dealers and other entities. The Company is positive on receiving major portion of this outstanding in next few quarters.

Board is closely monitoring current liquidity issues and other headwinds faced by the Company. Board has also asked management to see whether additional liquidity can be generated from selling any surplus fixed assets. Board is reviewing steps being taken to monitor working capital situation and impact on operations due to the current scenario. It is also cognizant of negative economic winds and has asked management to put in a plan to reduce expenses and improve operations. Directors have noted that while in medium term & long term everything shall be normal, urgent liquidity infusion is must for the Company in the short term. Board has been appraised of various actions being taken by the management for speedy reversal of current situation. Board is actively discussing way forward to make changes in business model of the company to help deleverage. Board does acknowledge current crisis and has set clear roadmap to bring Company to a path of sustainable growth. Board wants to ensure that Company shall not face such negative consequences again in the future

This is an ongoing dynamic and fluid process. New financial architecture being introduced has suddenly created liquidity freeze in the market. It will take consistent and focused efforts to ensure uninterrupted opetation, better credit rating and liquidity cushion. Companys high net worth large amount of assets and performing businesses resulting in significantly high intrinsic value post current restructuring of business model and capital structure of the Company this value shall emerge. Board is positive about Companys solid future and its ability to honor all its obligations.

8) Particulars of Employees

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

9) The 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).

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.

10) 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.

The details of Trustees are as follows:

1) IDBI Trusteeship Services Limited,

2) Aaron Solomon, Solicitor

3) Snehal Walvalkar, FCA

4) Jayant M Thakur, CA

ii) JISL ESOP 2011

The approval of the Shareholders in AGM held on 28.09.2018 was accorded for modification in existing Clause 6.3(O) of the Jain Irrigation Employee Stock Option Plan 2011 ("ESOP 2011").

Revised clause 6.3(o) of ESOP-2011 reads as follows:

6.3 (o) Set up a Trust for administration of the Options and provide, interalia, for grant of Options to the Trust, provide for power to Trust to purchase/subscribe to Shares through exercise of Options or from the secondary market, for issue/ transfer of Shares to the employees on exercise of Options, etc.

During the year under review the JISL Employees ESOPs Trust (formed under SEBI (Share based Employee Benefit) Regulations, 2014), has purchased 5,15,283 (Five Lakhs Fifteen Thousand Two Hundred & Eighty Three) Ordinary Equity Shares of the Company from the secondary market. The Company has proposed to set up "JISL Direct ESOPs Plan 2019" to give stock options to eligible associates of the Company as may be approved by the Nomination & Remuneration Committee and Board of Directors.

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 5,356,000
3 Vesting requirements Not yet granted
4 Exercise price or pricing formula To be decided
5 Maximum term of options granted To be decided
6 Source of shares (primary, secondary or combination) Primary/ secondary or combination
7 Variation in terms of options None

ii) Option movement during the year

Sr. Particulars ESOP 2011
1 Number of options outstanding at the beginning of the period -
2 Number of options granted during the FY 2019 -
3 Number of options forfeited / lapsed during the FY 2019 -
4 Number of options vested during the FY 2019 -
5 Number of options exercised during the FY 2019 -
6 Number of shares arising as a result of exercise of options -
7 Money realized by exercise of options (), if scheme is implemented directly by Company -
8 Loan repaid by the Trust during the year from exercise price Received -
9 Number of options outstanding at the end of the year -
10 Number of options exercisable at the end of the year -

iii) Details related to the Trust

(a) General information on all schemes

Sr. Particulars Details
1 Name of the Trust JISL Employees ESOPs Trust
2 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
3 Amount of loan disbursed by Company/ any Company in the group, during the year NIL
4 Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year 2.85 Crores
5 Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee NIL
6 Any other contribution made to the Trust during the year NIL

(b) Movement of Shares during the year under review

Sr. Particulars Details
1 Number of Shares As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders approval was obtained
2 Held at the beginning of the year NIL
3 Acquired during the year 5,15,283
4 Sold during the year NIL
5 Transferred to the employees during the year NIL
6 Held at the end of the year 5,15,283

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

The Trust has purchased 5,15,283 (Five Lakhs Fifteen Thousand Two Hundred & Eighty-Three) Ordinary Equity Shares of the Company from the Secondary market.

11)Material Developments in Human Resource

We continue to bring to life and nurture the guiding principles laid down by our Founding Chairman. The far-reaching impact of those profound and insightful principles can be seen in the positive words and actions of our Associates. Inspired by these eternal concepts,

numerous projects that incentivize real performance are being executed across the supervisory and managerial cadre of the Company. We have also incorporated a flexijob scheme to ensure that each individual member of our skilled and unskilled workforce feels comfortable at the workplace. The organization also helps them and other stakeholder fulfill their aspirations and responsibilities in the following manner:

Associate Engagement

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

Family Support / Medical Support

To help families appreciate the hard work put in by our Associates we invited 649 families with an aggregate of 3,553 members to visit the workplace. In addition to helping our Associates gain recognition for their hard work and instill a sense of pride in the families this also helps foster the culture encapsulated in the maxim "Work is Life, life is work".

During the year 22 associates availed of the facility to use our large and well-equipped Multi-purpose Hall in Jalgaon city at nominal charge to host up to 500 people at family functions like marriages. We also continue to provide financial support to people suffering from a wide range of chronic ailments like infertility, ophthalmic and orthopedic disorders etc.

Childrens Educational Development

In line with our belief in that the youth are the future of a nation we covered 205 children studying in the 7th to 10th standards under the "Vidyarthi Utkarsh Abhiyan". This program focuses on the academic & cultural development of these children. In addition we also organized 8 days residential camp aimed at developing the overall personality of 70 children at Anubhuti International School campus. A total of 25 children of Associates were identified on basis of merit under the "Educational Scholarship Scheme". An aggregate amount of 1.49 million was disbursed for their educational expenses based on claims made.

Prevention of Sexual Harassment

The Company has already adopted and put in place a policy on prevention, prohibition and redressal of sexual harassment at workplace according to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. The Company stands committed to providing equal opportunities for employment irrespective of the candidates race, caste, sex, religion, colour and nationality, among others. All the employees are treated in dignified manner and the

Company maintains a work atmosphere free of sexual harassment whether physical, verbal or psychological. The committee consists of Ms. Manisha Kinge (Chairperson), Dr. Jayashree Rane, Dr. Ashwini Patil, Ms. Varsha Rane, Dr. Anil B. Patil, Mr Jayraj S. Nair, Mr. VM. Bhat. A sensitization workshop was conducted during the year under review by the Company to spread awareness about prevention of sexual harassment.

Social Involvement

Emergency services such as fire engines and ambulances were provided in and around each manufacturing site across the country whenever required to deal with situations like road accidents. A series of Eye Camps were organized in collaboration with Kantai Netralay in various villages in Jalgaon, Maharashtra. Cataract surgeries were carried out free of charge for patients identified at these camps.

The Company also organized blood donation camps at periodic intervals for blood banks operating in the area. These programs were conducted twice in a year at various locations such as Plastic Park and Agri Park at Jalgaon (Maharashtra), Food park at Chittoor (Andhra Pradesh) & Padra (Vadodara - Gujrat), Plastic Park at Hyderabad (Telangana), Alwar (Rajasthan) & Udumalpet

(Tamil Nadu). This year a record number of blood units were donated. A total of 2,089 units of blood were donated.

The stress management event organized on 30th May 2018 saw enthusiastic participation by all. To celebrate the World Environment Day over 500 saplings were planted. The International Day of Yoga was celebrated with gusto across our various locations on 21st June 2018. Associates participated in a rally to highlight "Water is Life, Life is Water". On 2nd December 2018 a total of 702 associates participated in the Khandesh Run 2018 to raise awareness on a healthy lifestyle. Warm clothes were distributed to 500 workers during the winter season. A medical emergency kit to prevent immediate death due to heart disease was also provided to 500 Associates who travel frequently. A workshop was organized on 13 & 14th February 2019 in collaboration with the Traffic Police to promote road safety.

Training

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

Associates Training FY 2018-19

Location

In House Training Orientation

Orientation

External Institute

No. of participants Duration (Hours) No. of participants Duration (Hours) No. of participants Duration (Hours) Total no of partici pants Total Man Hours
Jain Plastic Park Jalgaon 8,693 38,845 121 8192 45 784 8,859 47,821
Jain Green Energy Park Jalgaon 2,209 6,957 1 64 8 147 2,218 7,168
Jain Tissue Culture Park Jalgaon 331 852 3 192 5 168 339 1212
Jain Agri Park Jalgaon 441 1,325 11 848 15 343 467 2,516
Jain Plastic Park Hyderabad 659 1,976 - - - - 659 1,976
Jain Plastic Park Alwar 548 2,582 - - - - 548 2,582
Jain Plastic Park Udumalpet 197 311 - - - - 197 311
JFFFL, Jalgaon 4,091 11,596 29 2,016 27 392 4,147 14,004
JFFFL, Chittoor-I & II 443 1,552 - - - - 443 1,552
JFFFL Vadodara 1,062 2,268 - - 2 35 1064 2,303
Grand Total 18,674 68,264 165 11,312 102 1,869 18,941 81,445

Agricultural Engineers training 2018-19

Sr. Particulars No No. of associates Duration (Hours) No. of Students Duration (Hours) Grand Total (Hours)
1 Engineer Training 103 21,008 243 50,544 71,552
2 Engineer Field Training (3 months) - - 85 26,208 26,208
Total 103 21,008 328 76,752 97,760

Exhaustive courses were organized to foster a sense of responsibility and enhance focus on high performance delivery. Apart from the onsite orientation programs, few associates of the managerial & supervisory cadre were nominated for external trainings, seminars & workshops with the objective of core & multi skillset development. Behavioral & soft skill programs along with nomination for technical courses was done during the year as a routine exercise. The total of 81,445 man-hours were devoted to training of 18,941 associates during the year under review. The Associates were nominated from

across functions with the objective of multi skillset development.

Workforce Strength & Recruitment

Given the Companys growth, recruitment is an ongoing process where Company strives to identify, select and appoint the right people for the job at hand. This also includes recruitment of Managers, Engineering Graduates and Postgraduates from institutes like IIMs, IIFT, IITs, agricultural universities and colleges through campus placements. We were also able to successfully

acquire talented people through walk in interviews held at short notice. New associates are selected on basis of merit, potential, compatibility with the organizational culture. The strength of the Company in terms of man power has reached 9,923 on 31st March 2019, after gross addition of 777 during FY 2018-19.

12) Remuneration Policy

The Company has adopted revised Appointment and Remuneration Policy for Executive Directors, Independent Directors, and KMPs by way of Circular Resolution, which made effective w.e.f. 1st April, 2019 pursuant to provision of Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on our website at- http://www.nseprimeir.com/z_JISLJALEQS/ files/JISL_APPOINTMENT_AND_REMUNERATION_ POLICY.pdf .

The Nomination and Remuneration Committee and Board of Directors have already approved the Remuneration payable to Executive Directors for 5 years w.e.f. 1st October, 2018 after obtaing approval of Share Holders in 31st AGM.

13) Corporate Social Responsibility & Sustainability Brief

Corporate Social Responsibility

The Company has a very comprehensive Policy in place with the identified CSR Programme and projects. The CSR Committee of the Company has approved, to carry out CSR activities on its own and also through the two Trust/Foundations, namely Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon and another Section-8 Company, Gandhi Research Foundation (GRF), Jalgaon. The CSR Report is attached as Annexure III to this report.

Sustainability Reporting

We have so far released four sustainability reports with a frequency of two years. Our last sustainability report is prepared as per GRI G4 and is available on our website http://jainpipe.com/PDF/SustainabilityReport2016. pdf. The assurance as per AA1000 AS is taken from external party for this report. We are now in process of implementing Internal Sustainability Management Framework to integrate our reporting processes. The new sustainability report under preparation is as per GRI standards.

Climate Change Mitigation at a glance

Being environmentally concerned organization Company is committed to protect the environment from impacts of climate change. Your Company is among very few organizations in the country that have incorporated GHG accounting and mitigation actions in their management systems and got it certified from third party. FY 2019 was fifth year of our carbon accounting and certification. We account and report on our complete Scope 1 and Scope 2 GHG emissions and removals and selective Scope 3 emissions.

We have implemented and registered renewable energy

and energy efficiency projects to generate green energy and mitigate climate change. Some of these projects are also registered under Clean Development Mechanism (CDM) of United Nations Convention on Climate Change (UNFCCC). All our registered CDM Projects have potential to generate 30,000 plus carbon credits per annum. Out of the registered CDM projects, solar and biogas based power generation projects are also registered under Renewable Energy Certificate (REC) Scheme.

Water Conservation at a glance

Water management system following guidelines of ISO 14046 is being implemented in our manufacturing locations. In addition we initiated the implementation of the Alliance for Water Stewardship (AWS) standard in Kantai Watershed (a micro-watershed of Girna River in Jalgaon). The area covered under AWS comprises of 16 villages and our Jalgaon establishments (Jain Hills, Jain Valley, Takarkheda and Plastic Park) with an approximate coverage of 21,000 acres. The land had steep slopes and was devoid of ground water so we planned the soil and water conservation work accordingly. Availability of water is very crucial for sustaining any business which is true in our case too. We have three major manufacturing establishments now in the micro watershed of Jain Hills and Jain Valley..

14)Directors Appointment/ Re- appointment/ Directors retiring and their background

The year under review saw the following changes to the Board of Directors (Board).

Appointment

Based on the recommendation of the Nomination and Remuneration Committee and pursuant to regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inserted by an amendment notified on June 7, 2018, Mr. Devendra R. Mehta re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term effective from 01st April, 2019 till 31st March, 2024.

Cessation

Shri V. V. Warty, Independent Director resigned as a Member of the Board with effect from 31st March, 2019. Shri V. V. Warty joined the Board as a NonExecutive Director on 26th September, 2014. The Board of Directors placed on record its appreciation towards Shri V. V. Wartys contributions and efficient and matured advice during his tenure as Independent Director of the Company.

Shri Ghanshyam Dass, Smt. Radhia Pereira & Shri H. P Singh Independent Directors of the Company are retiring at the ensuing 32nd Annual General Meeting of the Company and seeking renewed appointment.

Directors retiring and their background

All Independent Directors have given declaration that they continue to meet the criteria for independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Shri. 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 as follows:

Shri Atul B. Jain

Shri Atul B. Jain is a Commerce Graduate. Shri Atul Jain took over the marketing responsibilities of Jain Irrigation products initially at the Mumbai office before going to New York, Dubai, Africa and Europe for further business penetration. Besides overall marketing, management responsibility he has also handled all India marketing function of Drip Irrigation and PVC pipe products, PE and other speciality pipes and fittings all over the world. He has been involved with development of new applications & products in overseas markets for food, plastic and sheet divisions. He is currently also Chief Financial Officer of the Company.

Since 2002, Shri. Atul Jain has been based in Jalgaon. He oversees the marketing of Irrigation products, piping products in both domestic and international markets. He is a great believer in innovation. He has been instrumental in developing a strong market for PVC pipes for domestic and export markets.

Shri H. P. Singh

Shri H. P Singh retires as per the Companies Act, 2013 at ensuing 32nd Annual General Meeting, and being eligible offers himself for reappointment, at the ensuing Annual General Meeting. The brief background of retiring director as follows:

Shri Harishchandra Prasad Singh was born in Mahmada, Pusa, Samastipur Bihar, India on 2 July, 1950 in a farming family. Mahmada is a place, where Imperial Agricultural Research Institute was established in 1905, now known as Pusa Institute (Indian Agricultural Research Institute), Pusa, New Delhi. With rare combination of scientific excellence, conscientious administration, dynamic management skills and academic depth, Dr. H.P Singh, in his career spanning 42 years, has outstandingly contributed to research, education and development of horticulture and agriculture.

His vision, commitment and dynamic leadership have provided a new dimension to horticulture. Visionary approach of Dr. Singh, with zeal and commitment for achieving excellence and exemplary skills of management has brought dynamisms to the positions which ever, wherever, (Deputy Director General (Hort.), ICAR, (20072012); Vice-Chancellor, Rau, Pusa, Bihar (2005-2007) Dean, College of Agriculture, Pantnagar, (2004-2005); Horticulture Commissioner, Ministry of Agriculture, (1997-2003); Chairman, Coconut Development Board, Cochin; Director, National Research Centre on Banana, Trichy, (1993-1997); Project Coordinator (Fruits), IIHR, Bangalore), he held. His contribution has lead to optimisation of output, outcome and delivery. He is prime mover for Horticulture Research and Development in India and is an Architect of golden revolution.

He believes that even best can be improved. Currently, he is the founder and chairman, Confederation of Horticulture Associations of India (CHAI), committed for accelerating the economic growth through technological interventions, human resource development and providing innovative solutions to emerging challenges.

Shri Ghanshyam Dass

Shri Ghanshyam Dass retires as per the Companies Act, 2013 at ensuing 32nd Annual General Meeting, and being eligible offers himself for reappointment, at the ensuing Annual General Meeting. The brief background of retiring director as follows :

Mr. Ghanshyam Dass has had an outstanding career in domestic, international banking and capital markets for over 37 years, during which he developed a firm understanding of the complexities of international markets. He is thoroughly familiar with the regulatory and business environment in USA, European Union, South East Asia, the Middle East, India and other major money-center locations.

Mr. Dass is an advisor to intel capital, member of the Association of Biotech Led Enterprises (ABLE), Bangalore, Hardware Task Force, Founder Member Association of Outsourcing Professionals (AOP), Member Academic Council - Union Bank School of Management, member of the CII National Council on corporate governance and regulatory framework and CII National Committee on capital markets and government nominee on the governing council of the Institute of Company Secretaries of India (ICSI). Mr. Dass is a member of Brickwork Ratings Committee (a credit rating agency) and Vice President of Karnataka Athletics Association)

Smt. Radhika C. Pereira

Smt. Radhika C. Pereira retires as per the Companies Act, 2013 at ensuing 32nd Annual General Meeting, and being eligible offers herself for reappointment, at the ensuing Annual General Meeting. The brief background of retiring director as follows:

Smt. Radhika Dudhat Pereira is a Partner with Shardul Amarchand Mangaldas & Co and has worked on a wide range of transactional work in the areas of regulatory advisory, real estate, intellectual property rights, projects and project financing, corporate advisory and documentation and legal risk management advisory. Focus of her work over the years has been to structure transactions, provide strategy, documentation and negotiation in respect to complex and sensitive transaction and/or situations across industry verticals. Over the years she has developed the practice of legal risk management to assess and advise in the management of legal risk whether regulatory, contractual and/or other litigation risk and has advised several complex transaction requiring understanding of Corporate Governance, Insolvency Law, Environmental Laws, Intellectual Property Rights, Data Protection, Telecom, Cyber and other Regulatory Laws.

Smt. Radhika Pereira was a part of the core group committee established by the Government of Maharashtra to make recommendations to the State Government on legal issues relating to privatization. She is a Director on the Boards of listed and unlisted companies.

Smt. Radhika Pereira is a Faculty and Guest Speaker at various educational, institutional and business forums to speak on wide range of subjects including on legal, commercial and self-development related topic. She also studies and speaks on the Indian Shastras.

Shri.Johannes Bastiaan Boudewijn Mohrmann

Mr. Johannes Bastiaan Mohrmann be appointed as an Independent Director on the Board of the Company in casual vacancy caused by the resignation of Shri. V.V. Warty (resigned due to completion of 75 years of age as per regulation 17(1A) of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and was liable to retire at the ensuing Annual General Meeting. The brief background of Mr. Johannes Bastiaan Mohrmann as follows:

Shri. Johannes Bastiaan Boudewijn Mohrmann is a creative and entrepreneurial professional that connects vision with strategic focus and pragmatic solutions. Over 35 years of multi-disciplinary experience across private sector, development, SME development, environmental sustainability and program management. Primary regional experience with extensive professional networks across South Asia (India, Bangladesh), Africa and Eastern Europe. Strong performance at the crossroad of public sector, private sector and civil society stakeholders. Charismatic transformative leader operating at the level of CEOs and senior government leaders.

15) 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 framework.

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

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

The Company has formalized various policies at Board level to ensure ethical, orderly, timely, flexible and efficient conduct and control of business in all its divisions, namely Micro- sprinkler irrigation, PVC & PE piping systems, Tissue Culture, Greenhouses, bio fertilizers and green energy products, besides processing of foods and vegetables through its subsidiary JFFFL.

b) Safeguarding of assets

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

c) Prevention and detection of fraud and errors

The Company has an internal audit department at each of its manufacturing location, which conducts comprehensive audit of every single financial transaction, as well as reconciliation to accomplish control and to ensure prevention of fraud, and is aided by an "external" internal audit which reviews not only manufacturing locations but also depots/ other processes like purchase, statutory compliance, collection, foreign exchange, taxation, costing, compliance, accounting etc. The 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 for the time being in force. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conductive platform for effective control and decision making. The accounting system has the provision for Audit trail and check mechanism for use by various auditors.

e) Timely preparation of reliable financial information

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

f) Monitoring and Reporting

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

16) Corporate Governance Report

The Company constantly endeavours to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information regarding the 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 Statutory Auditors, confirming compliance of Corporate Governance code and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached together with CEO Certificate/declaration.

17) 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.

18) Particulars of Loans, Guarantees or Investments by the Company

The details of Loans given, Guarantees provided or Investments made by the Company during FY 2019 are given at Annexure VI.

19) 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 containing the salient features of the financial statements of the subsidiary companies are attached to the Financial Statements. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

20) 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.

21) 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 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, 2019, and, of the profit of the Company for the year ended 31st March, 2019;

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, 2019 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.

22) Extract of Annual Return

As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in form MGT - 9 is annexed as Annexure -VII.

23) Governance Disclosers

Policy for Performance Evaluation

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

Board has evolved Companys policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in Appointment & Remuneration Policy at http://www.nseprimeir. com/z_JISLJALEQS/files/JISL_APPOINTMENT_AND_ REMUNERATION_POLICY.pdf

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and sub Regulation (3) and (4) of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate meeting of Independent Directors was held to review the performance of Chairperson, Executive Directors and the Board as a whole on 12th February, 2019 at Mumbai.

The Nomination and Remuneration Committee has evolved the policy for performance evaluation of Executive Directors, Independent Directors, Board Sub-

Committees and the Board as whole 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 12.02.2019 as per the provisions of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

Criteria for evaluation of Board and its Committees

Sr. Particulars Parameters for evaluation
1 Board Board composition and structure; effectiveness of Board processes, information and functioning etc. composition of Committees, effectiveness of Committee meetings etc.
2 Committees
3 Individual Directors Whether Director possesses adequate experience in industry/ business/ profession and is knowledgeable to give dispassionate advice, Diligently executes all responsibilities and actions delegated to him/her, contribution to the Board and Committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.
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

24) Familiarisation programme for Independent Directors (IDs)

The Company has arranged for visit of Directors at head quarters and new plants including overseas to make the IDs aware of their roles; rights and responsibilities in the Company as well as the industry in which the Company operates; business model of the Company, and also their role in governance. All Directors are aware about Company and are always updated through site visits about new developments or through Board presentations.

25) Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a mechanism to all employees, to report their concern about suspected fraud or violation of Companys ethics policy, code of conduct. The policy provides direct access for employees to Chairman of Audit Committee and it is affirmed that no associate of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website and web-link there to is http://www.nseprimeir.com/z_ JISLJALEQS/files/WHISTLE_BLOWER_POLICY.pdf.

26) Directors Remuneration

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of

Managerial Person) Rules, 2014 are given in Annexure VIII to this Report.

27) Contracts or arrangements with related parties

The Contract and Arrangement 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.

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 Mr. Ghanshyam Dass, Mr. Vasant V. Warty, Smt. Radhika Pereira (being the IDs) 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 http://www.nseprimeir. com/z_JISLJALEQS/files/Policy_on_Matenality_and_ Dealing_ with_ Related_ Party_ Transactions.pdf The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details refer Annexure IX.

28) Environment Health and Safety performance

The Company has implemented Quality, Environment, Occupational Health and Safety Integrated Management System (IMS) with certifications, and the same is maintained with continued improvement at all locations including Jalgaon, Hyderabad and Alwar plants. Some of the Environment, Health and safety improvements achieved in the manufacturing facilities are given below:

• To improve workplace air quality all dust collector hose connections were modified and SPM (Suspended Particulate Matter) & RSPM (Respirable Suspended Particulate Matter) levels were reduced in Casing Pipe manufacturing process.

• Installed auto operated flap to open end of pipe on Automatic Threading Machine machine has resulted in noise level reduction in Casing Pipe manufacturing plant.

• All Driptech activities were integrated with current extrusion by online tubing punch with TRUMPF laser which are CE complied and safer.

• All air & water leakages are arrested in Driptape.

• Separate shed for DA, CO2, O2, N2 gas cylinders, used for plasma cutting machine in filter manufacturing, which improved chemical safety at the workplace.

• Separate manifold system for DA, CO2, O2, N2 gas provided for plasma cutting machine in filter manufacturing.

• To reduce operator fatigue magnetic lifter was provided to lift the MS sheet at plasma machine in filter manufacturing.

• Hydraulic stacker was provided to lift the heavy job/ filters in filter manufacturing due to which manual material handling was eliminated.

• In MIS Pipe mixing section the path from hot mixer to cold mixer and cold mixer to compound hopper cover was modified to minimize dust level at workplace.

• Modifications were done in the day bin and hopper cover of all machines to reduce the dust in MIS Pipe manufacturing process.

• Anti-vibrating pads were installed to all turbo to avoid the vibration and noise on mixing floor of MIS Pipe manufacturing process.

• Installed 50 MT truck tilter for unloading of PVC resin from 20 feet container in PVC Pipe manufacturing process.

• Water consumption was monitored on daily basis by installing water meter to all water inlets of plant in PVC Pipe manufacturing process.

• Hand railing was provided to all storage hoppers in PVC Pipe mixing section.

• Mixer modification was done to reduce dust pollution in PVC Pipe manufacturing process.

• Hand dryer was installed in associate canteen to dry the hand after hand washing in plants for improvement in hygiene practices.

• Replaced 5 MT Chain pulley blocks with 7.5 MT in machine line of Omega 450 and bigger size machines to enhance factor of safety.

• To reduce operator fatigue, material loading system was installed on 10 machines in injection moulding manufacturing process.

• Operator additional safety feature software was updated on 5 machines in injection moulding machines.

• New trolley was made for shifting of duct coil from shop floor to yard to reduce the vehicle movement in HDPE pipe manufacturing process.

• For pipe feeding from extruder machines to high volume welding machine, automatic pipe feeding system was installed in sprinkler pipe.

29) 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, 2019.

30) Auditors

a) Statutory Audit

The Auditors Report of Statutory Auditors of the Company, Haribhakti and Company LLP Mumbai, for FY 2018-19 does not contain any qualification, reservation, adverse remark. The Statutory Auditors of the Company shall continue to hold their office as Statutory Auditors upto the Statutory Audit of FY 2020

b) Cost Audit

Pursuant to the provision of the Section 148 of the Companies Act, 2013, the Board has appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai as the Cost Auditors for FY 2019. The Shareholders may approve the remuneration to be paid to them for FY 2018-19.

c) Secretarial Audit

Pursuant to Section 204, of Companies Act, 2013 and rules made thereunder the Company has appointed M/s V. Laxman and Co. firm of Company Secretary in practice, to conduct Secretarial Audit of the Company for FY 2020. The report of the Secretarial Audit FY 2019 in form MR-3 is annexed as Annexure X. The Secretarial Audit report does not contain any qualification, reservation, adverse remarks.

31) 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. No. Name of Promoter
1) Shri Bhavarlal H. Jain
2) Shri Ashok B. Jain
3) Smt. Jyoti Ashok Jain
4) Arohi Ashok Jain
5) Aatman Ashok Jain (N/G Ashok B Jain)
6) Shri Anil B. Jain
7) Smt. Nisha A. Jain
8) Athang Anil Jain
9) Amoli Anil Jain
10) Ashuli Anil Jain
11) Shri Ajit B. Jain
12) Smt. Shobhana Ajit Jain
13) Abhedya Ajit Jain
14) Abhang Ajit Jain
15) Shri. Atul B. Jain
16) Dr. Bhavana Atul Jain
17) Anmay Atul Jain (N/G Atul B. Jain)
B) Corporate Entities
Sr. No. Name of Corporate Entity
1) Atlaz Technology Pvt. Ltd
2) Cosmos Investment & Trading Pvt. Ltd.
3) Jalgaon Investments Pvt. Ltd.
4) Jain Brothers Industries Pvt. Ltd.
5) JAF Products Private Ltd.
6) Jain Extrusion &Moulding Pvt. Ltd.
7) Jain Vanguard Polybutelene Ltd.
8) Labh Subh Securities International Ltd.
9) Pixel Point Pvt. Ltd.
10) Stock & Securities India Pvt. Ltd.
11) Timbron India Pvt. Ltd.
12) Jain Rotfil Heaters Pvt. Ltd.
13) Jain Eagro Com India Pvt. Ltd.
14) Kantabai Bhavarlal Jain Family Knowledge Institute
15) Gandhi Research Foundation
16) Jain Investments & Finance BV Netherlands
17) Jain Overseas Investment Ltd., Mauritius

C) Trust Entities

Sr. No. Name of Trust Entity
1. Jain Family Holding Trust
2. Jain Family Investment Trust
3. Jain Family Enterprise Trust
4. Jain Family Investment Management Trust
5. Jain Family Trust

32) Business Responsibility Report

Pursuant to Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility 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 XI and also hosted on the Companys website www.jains.com ,

33) Particulars of Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.

A] Energy Conservation 2018-19 Agri Park & Tissue Culture

• Bottle and cap washing process has been semiautomated to improve work efficiency and reduce energy consumption by 25%,

• R&D work place has been installed with LED lights to reduce energy consumption,

• "Future Agriculture R&D for Indoor Farming" roof has been installed with semi-transparent photo voltaic panels to generate 180 KW power,

• Agri Park and Tissue culture park all the open and bore well recharging system reconfigured or reengineered to have better recharging,

• Construction of three new water harvesting ponds started and completed 80% for ground water recharging and storage of additional 50 crore liters of water,

Energy Park

Solar Photovoltaic Module plant IR lamp soldering system implemented in Tabber and stringers of Auto line instead of Hot air soldering system to reduce energy consumption, Air conditioning system is now controlled with PID controller to automatically on/off at preset temperature instead of manual control,

Solar Motor & Pump Induction heating method is replaced with Adhesive bonding, Further rotor pre assembly turning is eliminated as finished MS sleeve is used. Pressing and reaming activity was eliminated by adopting Carbon bush instead of LTB bush, Final in plant testing time is reduced to 6 hours against 10 hours as Motor is pretested with Dynamometer testing,

Solar Photovoltaic Appliances batch wise operation introduced for Reflow Oven instead of continuous operation,

B] Technology Absorption/up-gradation Agri Park & Tissue Culture

• Development of Environment control plant growth for fast breeding and construction of structures completed,

• New process of Banana tissue culture has been taken up by production to supplement 20% of total production,

• Tissue cultured coffee production has been taken up for production of 60000 plants for commercial field testing,

Energy Park

Solar Photovoltaic Module

• In-house design and development of Dual track Automatic Tabber and Stinger with Robotic arm for high speed and precision is successfully installed and is in use,

• Installation of inline EL tester to check micro cracks in solar cells to improve reliability and performance of PV modules,

• Corrugated box for packing of PV modules replaced with ecofriendly corrugated corners to reduce paper use & save cost,

• Testing and certification of all PV modules as per National standards (BIS 14286 and IEC 61730 part 1 & 2),

Solar motor & pump

• Started development of hollow rotor for positive displacement pump,

• Cylindrical Grinding process is adapted for rotor run out improvement,

C] Research and Development Plastic Park

In plastic park R&D, trials were successfully conducted to make 80 mm & 100 mm diameter PVC perforated corrugated pipes, Recipe was developed and the processing conditions were established to produce 80 mm OD / 72 mm ID and 100 mm OD / 88 mm ID PVC corrugated pipes, The recipe & processing conditions developed enabled to make PVC corrugated pipes which fulfills the requirements of IS 9271 - 2004 standard and the Product is commercialized, This product is typically used in sub soil Irrigation to improve the fertility. Polyvinyl chloride (PVC) is required to be compounded with thermal stabilizer along with other additives such as processing aids, lubricants etc,, Thermal stabilizer prevents the Poly vinyl chloride polymer from undergoing dehydrochlorination reaction due to temperature and shear during the processing, Different kind of thermal stabilizers are available for processing PVC but lead based salts or stearates are most versatile chemicals to be used as stabilizer for PVC, However lead being toxic element, results in various health related complications, Trials were conducted and successfully completed to develop formulation and processing conditions for lead free PVC pipes, matching the output, quality and other characteristics of lead stabilized PVC pipe processing, and PVC casing pipe, column pipes etc., are also now offered without "Lead" for domestic market.

We have been exporting plain & embossed PVC foam sheet to USA and these are used for the replacement of wood in building and construction applications. Development work has been undertaken to make PVC foam sheets, especially thickness 12.7 mm, with a pattern on its surface through online brushing operation. Process set up was established for off line brushing of the sheet and cut into required lengths. Brushed PVC free foam sheet white is made in 13" & 18" lengths and in widths 4", 5", 6" and 7". Commercial production has started and the product is exported to USA and extensively used for housing applications.

Developed a recipe to make bright white colour shade PVC Integral foam sheet, especially in 16mm thickness for USA market wherein the product is subjected to sanding application before it is put into use and received good acceptance from the customers.

SMART CLEAN JUMBO FILTER

Objectives of the development:

Jain Irrigation has introduced the concept of Resource to Root in which concept water is lifted from available water source and distributed efficiently over the large command area using advanced irrigation technologies like micro or sprinkler irrigation. Raw water from reservoir needs to be filtered properly in order to achieve clog free performance of drip or sprinkler irrigation systems. Many a time raw water from reservoir contains high silt loads. High quality filtration is required in order to remove such physical impurities from source water. High flow rate is another important requirement of large irrigation project. Filter shall be capable of handling such high flow rate without much of the hydraulic losses. Availability of space is another constraint for such large irrigation project. Large space means higher land acquisition cost.

SMART CLEAN JUMBO filter is an answer to all above constraints and requirements.

Features:

• Smart Clean Jumbo can handle flow requirements as high as 4000 cu.m/hour

• Large filtration area - 44000 sq.cm

• Simple construction and reliable operating mechanism.

• No interruption of irrigation flow while flushing.

• Patented self-cleaning smart-scan mechanism helps to create higher differential pressure across the screen to suck the dirt efficiently.

• Strong and robust Quadra layer Stainless Steel, SS316 screen. Designed to withstand high operating pressure.

• Carbon steel construction with pre-treatment of sand blasting SA -2.5 grade.

• Two coat electrostatic powder coating process can withstand harsh environmental conditions and offers high chemical resistance.

• Low pressure drop.

• Minimal reject volume.

• Stringent quality control as per ISO 9912 and IS 12785.

How SMART CLEAN JUMBO works:

The SMART CLEAN JUMBO is an easy-to-operate automatic filter, with a self-cleaning mechanism driven by an electric motor. The SMART CLEAN JUMBO is designed to work with various filtration degrees.

• Filtering process:

The water enters through the inlet pipe into the multiple screens from inside of the screen and flows out. The "filtration cake" accumulates on the fine screen surface and causes head loss to develop.

• Self-cleaning process:

The SMART CLEAN JUMBO will starts the self-cleaning process when the pressure differential across the screen reaches a pre-set value or a predetermined lapse of time.

Cleaning of the filter element is carried out by the patented suction scanner, which rotates in a spiral movement while removing the filtration cake from the screen and expels it out through the exhaust valve.

The scanner rotation is operated by a 2-way (forward/ reverse) drive unit which is attached to the scanner by a threaded shaft, providing the linear movement. The exhaust valve is activated for the duration of the cleaning cycle by a 3-way solenoid. During the self-cleaning process, which takes approximately 160 seconds, filtered water continues to flow downstream to the filter.

Polymer Cyclone Filter:

Objectives:

Current cyclonic filters are typically made of metal which has corrosion problems (due to erosion) and weights more which needs more manpower. Also such filter has efficiency up to 90% and needs to be improved. Our objectives for development is as mentioned below:

• To improve performance of filtration efficiency of filter (up to 95%).

• To reduce overall cost of filter.

• To reduce weight of filter for ease of installation. Features:

• Patented Spin Plate Design: Innovative hydrodynamic spin plate design to create maximum centrifugal action to separate particles heavier than water

• No moving parts to wear out: This eliminates mechanical failures and troublesome replacement parts.

• Highest trapping efficiency: 95% trapping efficiency for particle size above 75 micron & specific gravity more than 2.5.

• No downtime requirements: All units are designed to operate continuously with no routine shutdowns for cleaning or maintenance.

• Reduces load on secondary Media / Screen filter: Reduces the frequency of cleaning for Media / Screen filter when installed before them.

• Fully Automatic Option: On demand Jain Sand Separator can also be supplied with fully automatic option.

Agri Park & Tissue Culture

• Field experiments of Tissue cultured guava plants initiated with encouraging fruiting in first year.

• New breeding lines generated in chili and potato breeding program for further development and evaluation.

• Mango breeding program 1050 F1s produced and planted for field evaluation.

• Field experiments started with micro propagation of mango for performance evaluation.

• New experiment of hi-tech and precision cultivation of black pepper started and encouraging yield recorded in second year.

Energy Park

a) Solar Photovoltaic Module

• Design & development of 300Wp PV module with 66 cells is completed for 3HP & 5 HP solar pumping system. This will provide exact required wattage and reduce overall cost of the system.

• To improve efficiency of PV module UV go-through EVA is used on front side which will allow UV light of 300-360 nm to transmit through EVA.

• Design and development of low voltage (5 V) PV module of 12 Wp for RTU unit of Irrigation controller.

b) Solar motor & pumps:

• Design and Development of 0.5 HP positive displacement surface pump is completed and in commercial production.

• Prototype development of 2hp BLDC surface pump set.

• Prototype development of 5hp solar AC submersible motor.

• Prototype development of 10hp BLDC submersible motor.

• Development of 1 hp BLDC submersible positive displacement pump.

C) Solar Photovoltaic Appliances

• Development of Brushless DC motor Controller: Rating of the existing controller, suitable to drive 5HP motor, has been enhanced to drive 7.5 HP motor, by suitably augmenting the power components and the necessary up gradation of firmware.

• The controllers inbuilt Data logger to monitor the real time data and store the required information has been upgraded with features like remote configuration. This will add to the flexibility to the customer to change the data collection and storage as per his requirements.

• Design is under progress for Universal Controller as per MNRE specifications Universal controllers main aim to operate from lower Photo-Voltaic cell voltages, so that users safety requirements are enhanced considerably, alongwith improving operational efficiency. It has also has the feature to run other typical farm application from the same controller like Atta Chakki, Deep freezer, chaffer, shredder etc. This will save energy costs of the farmer, since the same controller is utilised when it is not on water pumping utilisation.

• Design is under progress for enhancing the Tissue culture LEDs from 15 watts to 600 watts, in order to cater to many other plants like Potato, which

require high intensity light. Selection and design of such high power LEDs tubes /Domes with combination of Red and Blue colour will provide the required light intensity to plants. Also, work is under progress for the design of High power 600 watts drivers, to drive these LEDs.

34)Foreign Exchange Earnings and Outgo, the details are as under

The foreign exchange earnings & outgo are as per details hereunder: (Amount Mn)

C. I. F. Value of Imports, Expenditure and Earnings of Foreign Currency 2018-19 2017-18
CIF value of imports Raw materials and components and Stores and Spares 4,669.53 5,068.19
Capital goods 653.64 625.53
Total 5,323.17 5,693.72
Expenditure in foreign currency (on accrual basis)
Interest and finance charges 701.82 428.64
Discount / commission on export sales 28.23 32.33
Export selling / market development expenses 162.42 598.88
Travelling expenses 22.90 28.31
Law and legal / professional consultancy expenses 24.14 38.17
Testing, quality and other charges 28.72 34.03
Total 968.23 1,160.36
Earnings in foreign currency
FOB value of exports (on the basis of bill of lading) 3,958.71 3,553.16
Total 3,958.71 3,553.16

35) 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 2019 till the date of this report, except the temporary liquidity issues due to delayed realisation of debtors, specially for Government and Projects.

36) 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 : 30th August, 2019
Place : Mumbai