To growth of
The Members,
We are happy to present the report of Board for year ended 31st March, 2024. The overall growth at just above 5.7%, may look flat optically, but the internal dynamics is quite different. We have been able to maintain liquidity with small growth and maintain credit ratings during the year. The due to world, including India, faces significant climate change. Elevated temperatures and unpredictable weather patterns have disrupted agriculture and related industries. Farmers engaged in value-added agriculture have been particularly affected. Hopefully, now base is good for future growth with good monsoon in season 2024.
A] Operations
1) Financial Highlights (standalone)
The financial performance is captured in below table:
| Particulars | 2023-24 | 2022-23 |
| Domestic & Export Sales (Net) by remaining focused on quality of business | 36,020.34 | 32,989.58 |
| Domestic & Export Services (Net) | 1,468.35 | 2,524.03 |
| Other Operating Income | 722.71 | 621.29 |
| Sub Total | 38,211.40 | 36,134.90 |
| Other Income | 177.83 | 1,951.33 |
| Total Income | 38,389.23 | 38,086.22 |
| Operating Profit | 5,208.98 | 5,630.80 |
| Interest and Finance Charges | 2,922.50 | 3,629.39 |
| Depreciation and Amortisation | 1,493.33 | 1,505.73 |
| Profit before taxation and exceptional items | 793.15 | 495.68 |
| Exceptional Items | - | (147.85) |
| Profit/(loss) before tax | 793.15 | 347.83 |
| Provision for Tax | ||
| Current Tax Provision | - | - |
| Deferred Tax Asset/(Liability) | 237.65 | (45.38) |
| Profit/(Loss) for the year before | 555.50 | 393.21 |
| Prior Period Expenses | ||
| Prior Period Items-Income/ (Expenses) | - | - |
| Profit/(Loss) for the year | 555.50 | 393.21 |
| Earnings per Share | ||
| Basic | 0.83 | 0.63 |
| Diluted | 0.79 | 0.62 |
2) State of affairs of the Company a) Standalone: FY 24
Hi-Tech segment experienced reduction of 8.5% due to a strategic 65% reduction in the project business. However, the retail business continued to perform well, growing by 19.7% YoY. The Tissue Culture business remained a strong contributor to the Hi-Tech segment.
Plastic segment demonstrated significant 27.9%, while the EBITDA increased by 66.7%. The retail business also grew significantly by 31.4%. Order book stands at Rs. 8,085 million which includes orders of Rs. 3,833 million for Hi-tech Agri Input Products, Rs. 4,252 million for Plastic segment.
Despite the challenges, the Company saw substantial increase of 25% in cash & carry retail business aiding liquidity. The Company strategically reduced its exposure to project-based business due to long drawn receivable and increased focus on retail and export markets which has changed overall revenue mix with better margins and lower working capital intensity. Our international businesses have demonstrated resilience, with strong growth in both revenue and profitability, approaching pre-pandemic levels.
Normal monsoon has been predicated in current year. There could be some impact on overall business in the first we remain committed to deleveraging and improving profitability and growing our retail business significantly.
b) Consolidated; FY 24
Overall revenue growth of 7.0% is due to demand from Indian Retail market and International market. Hi-Tech segment experienced reduction of 8.2% due to a strategic 65% reduction in the project business. However, the retail business continued to perform well, growing by 19.7% YoY. The Tissue Culture business remained a strong contributor to the Hi-Tech segment. Plastic segment demonstrated impressive performance with a substantial 26.5% revenue increase, highlighting our competitive edge and growth strategy in both international and India businesses along with 75.8% increase in consolidated EBITDA indicates the strong performance of our plastic business. Agro Processing segment achieved 5.0% growth with a considerable 9.5% increase in EBITDA. Exports also increased significantly. Order book stands at Rs. 19,257 million which includes orders of Rs. 10,712 million for Agro Processing segment.
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/Pages/JISLJALEQS_POLICY. aspx?value=3cYDU7170mvM600MSHCcMw== b) Dividend
The Directors in their meeting held on 18th May, 2024 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
Under Resolution Plan (2022 - 2028) Company is restricted from declaring Dividends anyway.
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 2024 |
| (Rs. in Million) | |
| Hi-Tech | 485.97 |
| Plastics | 99.24 |
| HO and Others | 832.20 |
| Gross Capex | 1417.41 |
| Less Assets (sale/ Discarded) | (199.56) |
| Net Capex | 1217.85 |
5) List of Awards/ Recognition – Financial Year 2023-24
The Company has received the following awards and accolades during the FY 2024.
| Year | Name & Nature of Award / Recognition / Ranking/ Felicitation | Instituted By | Given By | Citation | Received By | Product / Individual |
| 2023 | Amit Krishi Rishi Award | Lt. Amit Singh Memorial Foundation, New Delhi | Dr. Ashok Dalwai, CEO of National Rainfed Area Authority (NRAA) in the Ministry of Agriculture and Farmers Welfare, in the rank of Secretary to GOI. | An inspiring leader, a visionary entrepreneur and motivator, who laid a strong foundation for technology led development of agriculture/ horticulture | Anil Jain & Ajit Jain | Individual |
| 2023 | Maza Samman - 2023 | ABP News | Eknath Shinde, Chief Minister, Maharashtra, Jitendra (Film Actor), Raj Thakare (President- MNS) | Jain Irrigation Founder Bhawarlal Jain laid emphasis on agriculture and farmers as the focal point. You are ably carrying forward his legacy of thought and We are proud to confer on you ‘Maza Sanman-2023 as an entrepreneur from rural area for making an outstanding contribution in the field of agriculture and industry. entrepreneurship. You are constantly creating innovative products to enable farmers to produce more crops and make them prosperous. | Ashok Jain | Individual |
| 2023 | 2 Star Performance Exporter Awards of EEPC India for the year 2019-20 (52nd Edition) | EEPC India (Formerly Engineering Export Promotion Council) | Smt Parul Singh, Deputy Secretary, Department of Commerce, Ministry of Commerce and Industry, Government of India | Agricultural /Forestry Machinery and parts, Large Enterprise | Bijay Labh | Pipes & Hoses |
6) Material developments in Human Resource
JISL: Where Innovation, Adaptation, and People Thrive
At JISL, we believe our human capital is the beating heart of our financial success. We arent just a Company; were a collaborative tapestry woven from the threads of talented individuals. Our mission is to cultivate a vibrant pool of minds guided by the luminous philosophy of our Founder: Innovate, Adapt, and Thrive, here, within the walls of JISL, we foster an environment where every thread can unfurl its full potential, shimmering brightly and contributing to the rich tapestry of our collective achievements.
Thisyear,weembarkedonasocialmediasojourn,weaving captivating campaigns across various platforms. These campaigns served as bridges, connecting us with the most relevant talent pool, brimming with potential in the burgeoning fields of Sustainable Agtech and Piping
Solutions. Our unwavering commitment to excellence, fuels our pursuit of remaining a high-performance organisation. To achieve this, we have set in motion a multitude of projects, meticulously crafted to unlock the boundless potential that lies within each and every member of our supervisory and managerial cadre. JISL empowers its people, not only professionally, but also personally, providing them with the tools and support they need to fulfil responsibilities with unwavering dedication.
We are relentless in our pursuit of innovation, constantly evolving and crafting training programs that ignite a passion for learning. These programs, intertwined with our high-performance and adaptable production systems, create a symphony of success. But JISLs melody extends far beyond mere productivity. We have introduced the concept of "flexi jobs," a novel approach that empowers our operational workforce to embark on a journey of exploration. Through this program, they can acquire a multitude of skills, transforming themselves into well-rounded individuals. This ingenious approach not only fosters personal growth but also acts as an antidote to the fatigue and stress that can often acCompany monotonous tasks. Job rotation becomes a refreshing breeze, invigorating our team and ensuring peak performance.
Our work culture is the very foundation upon which JISL thrives. Its a culture that celebrates trust, a cornerstone of any successful endeavour. We nurture a deep sense of organisational commitment, where every member feels a sense of belonging and purpose. But JISLs heart doesnt stop there. We cultivate a profound sense of pleasure associated with a job well done, where hard work is celebrated and accomplishment brings a smile to every face. We understand the importance of balance, and we strive to create an environment where our associates can achieve their goals while maintaining a healthy and fulfilling personal life JISL recognizes the beauty of diversity. We take pride in fostering a workforce built on the unshakeable pillars of respect, empathy, and inclusion. Through various initiatives, we continuously strive to improve our employees awareness and understanding of these core principles. At JISL, we believe that by respecting our differences, we weave a richer, more vibrant tapestry, where every individual contributes their unique thread to the grand masterpiece of our collective success.
The well-being of our employees has remained a top priority. Recognising the correlation between employee engagement and organisational success, we have implemented initiatives to enhance workplace satisfaction and foster a sense of belonging. From team bonding activities to celebrating important events and festivals, we have cultivated an environment where employees are not only productive but also motivated to contribute their best. Here is a short summary of activities conducted:
1) Team Bonding Activities
Employees were made to play fun games and activities that fostered a sense of unity and also enhanced problem-solving skills under time constraints.
2) Celebrating Festivals and Important Events-
Employees got together to celebrate festivals such their aspirations and embrace their as Holi, Janmashtami, Diwali, Womens Day, etc.
This created a sense of togetherness and belonging among the employees and associates.
3) Blood Donation Camp
Blood Donation Camps were organised by the Company, reflecting their commitment to social responsibility and community welfare. The camp was well-organised, ensuring a smooth and safe donation process for all participants. This initiative not only contributed to saving lives but also fostered a sense of solidarity and compassion among the associates. Blood Donation camp were organised on September 6, 2023 and March 9, 2024 where 516 and 416 units of blood were donated which shows the sense of belongingness of our associates towards the society.
4) Employee Development and Training
Investing in the continuous development of our employees has been a testament to our commitment to growth. We have expanded training programs that equip our teams with the skills necessary to adapt to technological advancements and evolving industry standards. Furthermore, personalised development plans have empowered employees to chart their career trajectories within the organisation, nurturing a culture of learning and professional fulfilment.
The brief about training programs carried out last year is as follows - No of Participants - 16772 - Training hours - 46389, per associates training hrs - 6.73
A special emphasis was given to training on Leadership Development this year. Associates with Leadership potential were trained in the same.
5) Diversity, Equity, and Inclusion
Promoting diversity, equity, and inclusion (DEI) has been instrumental in driving innovation and fostering a culture of respect. We have taken proactive steps to ensure that our workforce reflects the diversity of the communities we serve, embedding DEI principles into every facet of our HR practices. By embracing different perspectives and experiences, we have enriched our organisational dynamics and fortified our reputation as an employer of choice.
6) Compliance and Ethical Standards
Upholding ethical standards and compliance with regulatory frameworks has underpinned our HR practices. We have strengthened governance mechanisms to safeguard employee rights and privacy, reinforcing trust and transparency within our workforce. By adhering to ethical guidelines, we have cultivated a corporate culture grounded in integrity, laying a solid foundation for sustainable growth.
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.
Total Associates as on 31st March 2024 for JISL = 6893 Gross Addition during 2023-2024 for JISL = 883
Overview
The past year has been marked by significant advancements in our human resources initiatives, each contributing to our overarching goal of driving organisational excellence. From strategic workforce planning and talent acquisition to employee development and well-being, our HR efforts have been instrumental in navigating challenges and seizing opportunities. Looking ahead, we remain committed to fostering an inclusive and dynamic workplace where talent thrives and innovation flourishes. As we continue to evolve in a rapidly changing landscape, our dedication to harnessing the potential of our human capital will undoubtedly propel us towards continued success.
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 FY24 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, 2024, and, of the profit of the standalone Company for the year ended 31st March, 2024;
iii) The Directors had taken proper and sufficientcare 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, 2024 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. 6,713 million in FY 2024 as against Rs. 6,603 million for FY 2023, marginal increase of 1.7%. The net Domestic Revenue was Rs. 3,007 million in FY 2024 as against Rs. 3,375 million for FY 2023, reflecting decline of 11% YoY. The Company has generated Rs. 3,624 million in the form of Export Revenue as against 3,053 million for FY 2023 reflecting growth by 16% YoY. The earnings before depreciation, interest cost and income tax was Rs.997 million for FY 2024 as against Rs. 1,150 million for FY 202. Increase of profit from ordinary activities before tax was recorded at Rs. 23.39 million for FY 2024 as against Rs. 1.48 million for FY 2023. Net profit for theperiodwas Rs. 9.89 million for FY 2024 as against Rs. 10.35 million for FY 2023.
b) Consolidated
The Consolidated food business has recorded revenue of Rs. 17,501 million for FY 2024 as against Rs. 16,674 of FY 2023 reflecting growth by 5% YoY. The earnings before depreciation, interest cost and income tax was Rs. 2,090 million for FY 2024 as against Rs. 2,054 million for FY 2023. The Finance Cost for FY 2024 was Rs. 1,193 million as against Rs. 1,090 million in FY 2023, increased by 9% YoY. The profit before tax from continuing operation was Rs. 138 million for FY 2024 as against Rs. 247 million of FY 2023. Net profit for FY 2024 was Rs. 110 million as against profit ofRs.259 million of FY 2023.
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 is currently operating across the states ofMaharashtra, Karnataka and Madhya Pradesh.
During the year 2023-24,SAFLsfinancialperformance details are as follows:
The Revenue from operations for FY 24 was Rs. 20 million, as against Rs. (57) million for FY 23. Other income for the year FY 24 was Rs. 68 million, as against Rs. 98 million for FY 23.
Employee cost was Rs. 91 million for FY 24, as against Rs. 104 million for FY 23. The finance cost for FY 24 was recorded atRs. 194 million as against Rs. 206 million for FY 23. Net profit for FY 24 was Rs. 11 million as against loss of Rs. 560 million of FY 23.
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] Credit Ratings:
During the year the Credit Rating agency, CRISIL rated the Company as follows:
Rating Action by CRISIL:
| Total Bank Loan Facilities Rated | Rs.2730 Crore (Reduced from Rs.2850 Crore) |
| Long Term Rating | CRISIL BBB-/Stable (Reaffirmed) |
| Short Term Rating | CRISIL A3 (Reaffirmed) |
| Rs.814 Crore (Reduced from Rs.950 Crore) | CRISIL BBB-/Stable |
| Non - convertible Debentures |
Credit rating agency, ICRA has withdrawn, the ratings for the Bank facilities and part of Non-convertible Debentures
(NCDs) of Jain Irrigation Systems Limited vide letter dated April 30, 2024. The Company had requested ICRA for withdrawal of Bank loan facilities rating and outstanding NCDs. The Company submitted NOCs from the lenders/banks. As per ICRAs policy, it withdrew rating for Bank loan facilities of Rs.2859.62 Crs and repaid NCDs of Rs.129.22 Crs but continued to rate outstanding NCDs of Rs.813.77 Crs. The Company will be submitting necessary information to ICRA for rating of outstanding NCDs for completing the surveillance exercise.
D] Issue of Warrants:
Pursuant to approval of Shareholders and regulators the Company had issued 4,27,86,430 Equity Shares Warrants to Promoter and Non Promoter at a conversion price of Rs. 46.64 each. The same shall be 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) Stocks & Securities (I) Pvt.Ltd. | 1,63,21,607 | 1,63,21,607 | 46.64 | 76,12,39,750 |
| 2) Alpha Alternatives Structured Credit Opportunities Fund | 1,41,14,572 | 1,41,14,572 | 46.64 | 65,83,03,638 |
| 3) Pinkstone Ventures LLP | 70,57,286 | 70,57,286 | 46.64 | 32,91,51,819 |
| 4) Tritiya Ventures LLP | 52,92,965 | 52,92,965 | 46.64 | 24,68,63,887 |
| Total | 4,27,86,430 | 4,27,86,430 | 1,99,55,59,094 |
The 25% proceeds* received as a deposit was used for strengthening the capital base and meet other short and medium obligations of the Company. The 75% proceeds of the allotment will be used to finance the fund requirement, to strengthen its capital base & meet other short & medium term obligations & address its working capital requirement on a long term basis.
* (As per Monitoring Agency report)
E] 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 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 1/5th of 18,96,429 equity shares (granted on 31/03/2020 through Trust Route) on the 25th May 2024 instead of 31st March, 2025.
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: On recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 2/3rd of 43,56,000 equity shares (granted on 11/11/2022 trough Primary Route) on the 25th May 2024 instead of 10th November, 2024 and 10th November, 2025.
| 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 11-11-2022 |
| 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 com- bination) | Primary for above Shares |
| 7) Variation in terms of options | Vesting period amended as above. |
* Remaining 2/3rd will get vest on 25th May 2024 instead of 10th November, 2024 and 10th November, 2025 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 2024 | NIL |
| 3) Number of Shares forfeited / lapsed during the FY 2024 | NIL |
| 4) Number of Shares vested during the FY 2024 | 3,72,986 |
| 5) Number of Shares exercised during the FY 2024 | NIL |
| 6) Number of shares arising as a result of exercise of options | NIL |
| 7) Money realized by exercise of Shares (Rs.), 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 | 18,96,429 |
* Granted on 31.03.2020 with 5 years vesting period, 1/5 every year at Rs. 35.02 each, however Board on 18.05.2024 altered the vesting period to vest remaining 1/5th equity shares on the 25.05.2024 instead of 31.03.2025. 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 | NIL |
| Company / any Company in the group has provided any security or guarantee | |
| 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 | 18,96,429 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 2019-20. They were granted on 31.03.2020 with 1/5th vesting each year, however on recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 18th May, 2024 altered the vesting period of ESOP Schemes 2011/2018 to vest 1/5th of 18,96,429 equity shares on the 25th May 2024 instead of 31st March, 2025.
2) CorporateSocialResponsibility&Sustainability brief
ESG and Sustainability Disclosures
The Company reports on its ESG performance through both mandatory and voluntary platforms, including the Business Responsibility and Sustainability Report (BRSR). The Company discloses ESG indicators in alignment with the International Finance Corporations
(IFC) Performance Standards I to IV. The Company is in process to map its internal energy management targets using the international Science Based Targets initiative (SBTi) methodology and is actively working to set its long-term climate targets.
To measure sustainability performance, the Company has established a system based on economic, environmental, and social indicators related to material topics identified through comprehensive stakeholder consultations following the International Sustainability Standards e.g. Global Reporting Initiative (GRI) and Carbon Disclosure Project (CDP). The organization follows a biennial cycle for sustainability data assurance. An independent third-party assurance is obtained in accordance with the international ISAE 3000 and AA1000AS standards, and assurance certificates are available to stakeholders upon request. In the coming years, the Company plans to publish an Integrated Report. More details on sustainability can be found at https://www.jains.com/Company/sustainablefiat_jains. htm
Climate Change Mitigation at a glance
The Company is committed to protect the environment from the impact of climate change. We are among the few organizations in the country that have incorporated
GHG accounting and mitigation actions into their management systems, certified by a third party. We account for and report our complete Scope 1 and Scope 2 GHG emissions, mitigation efforts through renewable energy, and removals through afforestation. In FY24, we expanded our GHG inventory to include seven categories of Scope 3 GHG emissions, marking the highest-ever Scope 3 reporting by our organization. This year, we will continue to report to the Carbon Disclosure Project (CDP) to assess our performance in climate action, even though we are not part of their sample.
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 the Clean Development Mechanism (CDM) of the United Nations Framework Convention on Climate Change (UNFCCC). All our registered CDM projects have the potential to generate over 25,000 carbon credits per annum. Additionally, our solar and biogas-based power generation projects are registered under the Renewable Energy Certificate (REC)
Scheme. Furthermore, the Company has conducted stakeholder consultations for two new carbon credit projects. The first project focuses on nature-based solutions, aiming to improve soil organic carbon through regenerative agriculture, micro-irrigation and fertigation techniques. The second project involves converting waste into biochar. The Company plans to implement these two projects in FY 24-25.
Corporate Social Responsibility
The Company has a comprehensive Corporate Social
Responsibility (CSR) policy, which includes identified programs and projects. The CSR policy is reviewed annually under the guidance of the CSR Committee. The CSR Committee has approved the execution of CSR activities both directly and through two trusts: the
Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon, and the Section-8 Company Gandhi Research Foundation (GRF), Jalgaon. In addition, the Company will also continue to do CSR projects on its own. The CSR policy of Jain Irrigation Systems Ltd. can be accessed through an online link: https:// www.primeinfobase.in/Pages/JISLJALEQS_POLICY. aspx?value=3cYDU7170mvM600MSHCcMw==. 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 24
| 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 |
| 5) Shri. Bipeen Valame | Chief Financial Officer |
| 6) Shri. Avdhut Vasant Ghodgaonkar | Company Secretary & Chief Compliance Officer |
b) Retirement by Rotation and Reappointment
Retirement by Rotation
Mr. Anil B. Jain (DIN: 00053035)
In accordance with the provisions of the
Companies Act, 2013, Mr. Anil B Jain, retire by rotation at the 37th annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration ("NRC") Committee, has recommended his re-appointment.
Mr. Anil B. Jain retires by rotation as per the
Companies Act, 2013, and being eligible offers himself for reappointment, at the 37th Annual General Meeting. For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.
Re-appointment of Independent Directors
i) Mr. Johannes Bastiaan Boudewijn Mohrmann (DIN: 08574511)
InaccordancewiththeprovisionsoftheCompanies
Act, 2013 and SEBI (LODR) Regulation, 2015, Mr. Johannes Bastiaan Boudewijn Mohrmann, fiv IndependentDirectorhascompletedhisfirst years term as an Independent Director.
Being eligible, the Board on 23rd July, 2024 based on the recommendation of the Nomination and Remuneration Committee proposed his re-appointment as an Independent Director of the Company, not liable to retire by rotation, for a second term effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029. For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.
ii) Ms. Nancy Marie Barry (DIN: 08848632)
Ms. Nancy Marie Barry, Independent Director has attained the age of 75 years on 2nd August 2024. Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall continue the directorship of any person as a Non- Executive Director who has attained the age of seventy five years unless a Special Resolution by Shareholders is passed to that effect. Hence, the Board on
23rd July, 2024 based on the recommendation of the Nomination and Remuneration Committee proposed her re-appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029. For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.
c) New Appointment
i) Mr. Shishir Dalal (DIN: 00007008)
The Board on 18th May, 2024 based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Shishir Dalal as an Additional (Independent) Director of the Company, liable to retire at the 37th AGM, but to be appointed as an Independent Director for the term of five years effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029. For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.
ii) Mr. Ashok Dalwai (DIN: 01945533)
The Board on 23rd July, 2024 based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Ashok Dalwai as an Additional (Independent) Director of the Company, liable to retire at the 37th AGM, but to be appointed as an Independent Director for the term of five years effective from the conclusion of 37th Annual General Meeting till conclusion of 42nd Annual General Meeting to be held in year 2029. For brief background of director refer Secretarial Standard Disclosures given in Annexure-I of the Notice.
d) Completion of Tenure
Mr. Devendra Raj Mehta (DIN: 01067895)
In accordance with the provisions of the Companies Act, 2013, Mr. Devendra Raj Mehta, Independent e years term as fiv Director,hascompletedhis2nd an Independent Director and consequently ceased to be a Director of the Company w.e.f. March 31, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Mr. D R Mehta for his extensive contribution and stewardship during his tenure as an Independent Director.
e) Disclosures on Independence etc.
The Company has received declarations from all the Independent Directors (New and Old) 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,
4) Risk Management
The Company has a structured Risk Management Committee which comprises of: Mr. Bastian Mohrmann as Chairman, Ms. Radhika Dudhat, Mr. Ghanshyam Dass, Mr. Ajit Jain and Mr. Atul Jain as members. 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 identifiedand 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 covered in risks identified,
Management Discussion and Analysis section, which forms part of the Annual Report. c) Framework, designed to identify, assess and mitigate risks appropriately.
For more details please refer to Management Discussion and Analysis (MD&A) & 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 the risk reviews, management system certifications 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 and revised 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 and an external Internal Audit team which cover each manufacturing location of the Company and 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. Company is operating SAP ERP system on a third party hired cloud server, being cloud server services, the BCP is taken care of by the service provider. 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 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 on 17th March, 2024 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 18.05.2024 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
1) For Board:
a) 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.
b) 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.
c) 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.
d) 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.
e) 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).
f) 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.
g) 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.
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
h) 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) For Committees:
a) Composition, Effectiveness, Functions and duties
The Mandate, composition and working Procedures of the committee are clearly defined and discussed.
Committee takes effective and proactive measures to perform its functions.
The composition of the committee is in compliance with the legal requirements.
b) Structure of the Committee and Meetings
The Committee is properly structured and regular meetings are held.
Committee meetings are organized properly and appropriate procedures are followed in this regard.
c) Management Relations
Committee meetings are conducted in a manner that encourages open communication and meaningful participation of its members.
d) Contribution to Decisions of the Board
Committee makes periodic reporting to the Board along with its suggestions and recommendations.
3) For Individual Director:
a) Effectiveness, Functions and duties
The Director has sufficient understanding and knowledge of the entity and the sector in which it operates.
The Director understands and fulfills 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) For Chairman:
a) Effectiveness, Functions and duties
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 New 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/Pages/JISLJALEQS_ POLICY.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, 2024.
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 2024. The Shareholders may approve the remuneration to be paid to them for FY 2024-25.
c) Secretarial Auditor
The Board had appointed M/s V. Laxman and Co. firmof Company Secretary in practice to conduct Secretarial Audit for the financial year 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 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
Six 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: Ms. Radhika Dudhat (Chairman), Shri H P Singh, Ms.Nancy Barry has reviewed the managerial remuneration for the year FY24. For details refer 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: Mr. Bastiaan Mohrmann (Chairman), Ms. Radhika Dudhat, Shri. Ajit B. Jain, Shri. Atul B Jain and Shri Ghanshyam Dass. The committee met on 09.02.2024 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 has reviewed the operations for FY 2024. For details see Corporate Governance Report annexed Annexure IV.
h) Sub Committee (Allotment)
The Sub Committee (Allotment) comprises of: Shri.
Anil B. Jain, Shri. Ghansham das, Ms. Radhika Dudhat have reviewed the allotment made during the FY 2024. 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 five 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 | CTC -FY |
| 2023-24 | 2022-23 | |||
| (in Rs.) | (in Rs.) | |||
| 1) Jain Abhay Kantilal | President | Sales Domestic (Maharashtra) | 8,177,652 | 7,564,922 |
| 2) Kataria Anilkumar | President | Sales Domestic (South) | 7,949,520 | 7,309,125 |
| 3) Patil Kalyansing Baburao | Exe. Senior Vice President | Sales Tissue Culture | 6,508,140 | 5,657,215 |
| 4) Samdani Vijay Loknath | Senior Vice President | IT - Project | 6,299,052 | 5,673,073 |
| 5) Desarda Dongarmal Inderchand | President | Indirect Tax | 5,906,856 | 5,344,031 |
| 6) Jain Jitendra Shrichand | Exe. Senior Vice President | Production Plastic Park | 5,590,128 | 5,252,563 |
| 7) Deshmukh Rajiv Bhalchandra | Senior Vice President | Banking | 5,505,732 | 5,101,826 |
| 8) Bhirud Ashish Pandurang | Vice President | Civil | 5,473,140 | 4,940,270 |
| 9) Patil Anil Bajirao | Exe. Senior Vice President | Tissue Culture | 5,457,948 | 4,942,743 |
| 10) Joshi Abhijeet Bhaskar | Exe. Senior Vice President | Product Development | 5,452,332 | 4,943,567 |
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
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 policies 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/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 2) Code for Prevention of Insider Trading | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 3) CSR Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 4) Whistle Blower Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 5) Policy for determining ‘Material Subsidiaries | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 6) Risk Management Policy and Mitigation | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 7) Performance Evaluation Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 8) Policy on Materiality and Dealing with Related Party Transactions | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 9) Disclosure of Information Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 10) Appointment & Remuneration Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 11) Dividend Distribution Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 12) Policy for Prevention of Sexual Harassment at Workplace | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 13) Quality, Environment, Occupational Health & Safety Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 14) Policy on Presrvation of Docu- ments | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 15) Centrallised Purchase Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 16) Anti-Bribery and Anti-Corruption Policy | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| b) Others | |
| 1) Famillarization Programme for Independent Directors | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 2) Media Agreements | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 3) Investors Handbook and Hierar- chy Escalation for Redressal of Investor Complaints | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 4) Terms and Conditions of Appoint- ment of Independent Directors | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 5) Internal Audit Charter | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 6) Succession Planning | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=- 3cYDU7170mvM600MSHCcMw== |
| 7) List of Senior Executives | https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.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
1) The Solar division started using eco-friendly craft paper instead of polystyrene foam for packaging of few products.
2) Safety guarding improved in production.
3) Ventilation arrangement improved at the workplace.
4) In the HDPE pipe plant an automatic mixing operation started to eliminate manual mixing.
5) In casing pipe plant roots blower exhaust pipeline temperature measurement and indicator installed to avoid temperature shoot-up and resulting potential fire hazard.
6) In the QRC pipe plant a modified day-bin was installed for raw materials mixing. Loading and unloading system on machines modified to reduce pipe bundle handling work. This has resulted in safer operations.
7) Safety guarding improved at material conveying systems.
8) Few operations were automated to improve ergonomics and improve workplace safety.
9) In the filter department Insulation mechanisms have been improved to minimize the heat at the workplace.
10)In PVC sheet plant pallet size redesigned to optimize wood use.
11)Retrofitted Injection moulding machines with new PLC controllers. During retrofitting incorporated safety logic in the new program to enhance operator safety.
12)Automatic hopper loader system installed on the machines to improve ergonomic safety.
13)Conventional tube lights in plants are replaced with energy saving LED Lamps. This also resulted in improved level illumination.
2) Energy Conservation, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.
Agri Park & Tissue Culture
Energy and Water Conservation
Installed a Heat Pump Technology in the autoclave room, this absorbs hot air from the atmosphere which is generated during the process of steam sterilization in the autoclave room and helps to reduce the temperature of the autoclave room as well as reduce electricity consumption by 300% required to heat up the water.
Technology Absorption
Substrate Plug Technology has been explored for primary hardening of in vitro raised plantlets. This will help to protect the delicate root system of in vitro raised plants. The Substrate Plugs will also allow the primary hardened plants to be handled by robotic machines.
Research and Development
In vitro Shoot Tip Grafting Technology has been explored in Citrus. A Memorandum of Agreement for transfer of technology has been signed with Central Citrus Research Institute, Nagpur. The technology will offer an advantage to irradiate viruses from the plants. This technology will assure virus free plant production through tissue culture.
Correlation of aphid population with season and Cucumber Mosaic Virus disease in Banana was studied and accordingly cropping season modification has been suggested.
Energy Park
Energy Conservation
A) Solar Motor & Pumps :
To reduce Energy consumption in CNC & VMC machining of all motor components CNC & VMC machine programs are updated to reduce machining time.
B) Solar Water Heating Systems
Heat Pump technology introduced for water heating applications up to 60?C (Industrial, Commercial & Domestic). Energy savings up to 66% can be achieved when compared with electric immersion heating technology.
Technology Absorption/up gradation
A) Solar Photovoltaic Appliances
Implemented soldering of multiple spots at a time by using flat iron bits.
B) Solar motor & pumps:
Started Production of 2 hp Solar Surface (Sunlight) pump.
Research and Development
A) Solar Photovoltaic Module
1. Design, installation & commissioning of Vertical Solar Agro voltaic Power Generation System of 21 kwp capacity.
2. Different types of Vegetables like Spinach, Cabbage, Fenugreek, Coriander grown under the structure of 8.5 MWP Solar Power Plant to study the effect on power generation & crop growth.
B) Solar motor & pumps:
1) Design and development of 6 Submersible
PMSM/BLDC (Permanent Magnet Synchronous motor) for solar pumping applications. Motor capacities 10hp, 15 hp & 25hp
2) Advancement of 0.5hp Sunlight solar pump
Cost reduction - development of Plastic Insert.
3) Development of Helical Stator & Rotor pumps parts development for 0.5hp solar Sunlight pump.
4) Prototype Development of 0.5 hp Surface DC Pump without Electronics.
C) Solar Water Heating Systems
1) Developed Heat Pump Water Heaters with heating capacity of 4 kW, 12 kW & 20 kW which can be used for heating water up to 60?C.
2) Installed 10 No. of Heat Pumps across the Company for various applications like autoclaves in TC labs, domestic hot water for guest houses at JH, boiler feed water, aqua pool heating at Naturopathy centre, process heat for Injection Moulding machines etc.
D) Solar Photovoltaic Appliances
1) Development of Android based Irrigation controller.
2) Development of Smart clean filter controller.
3) Development of 6 Valve RTU controllers.
4) Development of serial interface board for
Sunlight pump controller (SLP2).
5) Development of 60W Horticulture tube lights for Potato farming.
E) Solar Engineering Services & Development:
1) Expandable Solar trolley for Agricultural Farms (530Wp x 16 modules) 2) 5HP solar tracker design up gradation (530Wp x 9 modules)
Plastic Park
Technology Absorption/up gradation
PVC foam sheets are widely used to replace the precious natural resource i.e., wood due to its characteristics such as less water absorption, good nail and screw hold strength, free from attack by white ants, resistant to termite, insects attack, no delamination of painted surface which are very prevalent with wood.
EXCEL PVC sheets in thicknesses 10 mm to 32mm are regularly used for replacement of wood in widths 1016, 1170 or 1220 mm. Sheets are also cut into strips and also brushed to get the wooden surface finish which is then painted and used for building & construction application, as the sheets has foamed cell structure, these cells gets opened up after the trimming operation while making strips of smaller widths - 64,89,115,140 mm etc., Automatic cutting machine was installed to cut the full width sheets of 1220 mm into smaller widths i.e., 64, 89, 115, 140, 184, 235 & 286 mm and the cut sheets are then conveyed into the edge foaming operation.
In the edge foaming operation, the sheet edges are blown with hot air where temperature is about 11500 F for the fraction of second and both edges get softened. Immediately the trim / cut sheets are then allowed to pass through polishing rolls whose temperature is kept about 400 F Immediately after coming out of the polishing rolls the trim is allowed to pass through the calibrator which presses the edges. Edges of the trims after softening followed by pressed with polishing rolls and calibrator gets smoothened. Edge smoothened sheets are then packed online with the help of an automatic packing machine.
Research and Development
A) TUF RISER
Continuous efforts are put to develop affordable and long lasting solutions for farmers and one such case has been the development of TUF riser. TUF riser has replaced the GI pipe which was vulnerable for possible theft in the field, corrosion, high cost etc., Design of the TUF riser is kept in such a way that its height can be changed in the field during the usage depending on the height of the crop. Made from the engineering plastics together with the construction makes it robust, strong and rigid to take care of varying wind speed in the open field. Due to its chemical resistance features of the engineering polymer used it has no effect from the environment factors prevailing in the field as well as from the chemicals or fertilisers used in the field due to which it has longer life compared to metal riser pipe. The inner surface of the TUF riser is smooth and the smoothness is well maintained over a period of time compared to the metal risers and the hence overall performance of the TUF riser is better compared to that of the metal risers. Weight of the TUF riser is less and hence it is easier to carry, requires less space for space, easytotransport,installinthefield.TUF riser is designed to be suitable for both metal and plastic nozzles.
B) JAIN RAINPORT STAND - (PATENT PENDING)
Offering sustainable solutions to the farming community has been the primary objective of JISL and in this context, Jain Rainport Stand has been developed during the financial year. This consists of a rain port stand, Riser pipe and Female take off connector and female threaded adapter. With these components, Sprinkler 5022 - mini sprinkler is connected to irrigate the crop by sprinkling the water. Rainport stand has two legs and they hold the entire assembly. It has male connector to fit the female connector and the male connector also provides additional support to the riser pipe whose impact strength is very high to sustain the demanding field conditions. Riser pipe is to support the sprinkler 5022 and also conveys water to the sprinkler. The female take off connector is for installing on the PE lateral tube. As the entire system is made from plastic, the issue of corrosion is completely eliminated and the low frictional loss in riser pipe helps to improve the performance of sprinkler and the height can be adjusted by adding another riser pipe for higher crops. Patent has been filed and is pending for issue.
C) EXCEL ECO SHEET
PVC sheet is known for its versatility to replace the precious natural resource namely wood and finds numerous applications from panelling, signage, point of sale, display. To make the product economy sustainable and affordable, new recipe has been developed to make EXCEL
ECO sheet under the product group - free foam sheet. Product has smooth matt surface finish which ideal for printing, self-extinguishing, light in weight, 100% recyclable, low moisture and water absorption characteristics, resistant to corrosion unlike metals, white ant and fungi attack proof. Its enables all operations uniform fine which are performed on wood such as cutting, sawing, drilling, nailing and riveting, milling etc.
D) JAIN PE INSULAYER PIPE
While designing a water supply scheme in areas having sub-zero temperatures during winters, requirement to eliminate / minimize the heat losses during water flow, in circulation, the supply and return pipes becomes very crucial and important. The way you ensure that as little heat as possible escapes from pipes and the effectiveness of the method selected decides the effectiveness and longevity of uninterrupted system functioning. While doing so the installation and operational parameters become very important along with the overall cost of the system.
Jain PE Insulayer Piping System used for installation of water piping network in areas reaching sub-zero temperature. The insulation of the Piping network is a very crucial subject to eliminate / minimize heat losses. Jain Insulayer
Pipe is a three layer pipe made up of inner and out PE material and in between core is filled with polyurethane material.
The inner PE pipe is of standard diameter and required pressure class to meet the flow and head requirement. Middle polyurethane layer works as an insulator and limits the rate of heat transfer between the surrounding environment and the flowing fluid through the inner pipe. Outer PE layer works as a protective layer to insulation.
3) Foreign Exchange Earnings and Outgo
a) The foreign exchange earnings & outgo are as per details hereunder:
(Amount Rs. Mn)
| 2023-24 | 2022-23 | |
| a) C. I. F. Value of Imports, Expenditure and Earnings of Foreign Currency | ||
| i) CIF value of imports Raw materials and compo- nents and Stores and Spares | 3430.56 | 3639.33 |
| ii) Capital goods | 24.16 | 27.64 |
| Total | 3454.72 | 3666.97 |
| b) Expenditure in foreign currency (on accrual basis) | ||
| c) Interest and finance charges | 42.26 | 111.94 |
| d) Discount / commission on export sales | 30.12 | 16.79 |
| 2023-24 | 2022-23 | |
| e) Export selling / market development expenses | 13.56 | 60.08 |
| f) Travelling expenses | 9.26 | 4.41 |
| g) Law and legal / professional consultancy expenses | 15.13 | 21.52 |
| h) Testing, quality and other charges | 9.65 | 7.57 |
| Total | 119.99 | 222.31 |
| c) Earnings in foreign currency | ||
| i) FOB value of exports (on the basis of bill of lading) | 3230.30 | 3425.58 |
| Total | 3230.30 | 3425.58 |
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 2024 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 2024 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/JISL-Form_MGT-7-2022-2023.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 (BRSR) 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 : 23rd July 2024 | |
| Place : Jalgaon |
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