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Jubilant Industries Ltd.

BSE: 533320 Sector: Agri and agri inputs
NSE: JUBLINDS ISIN Code: INE645L01011
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VOLUME 931
52-Week high 418.00
52-Week low 192.20
P/E
Mkt Cap.(Rs cr) 261
Buy Price 217.30
Buy Qty 20.00
Sell Price 218.95
Sell Qty 57.00

Jubilant Industries Ltd. (JUBLINDS) - Director Report

Company director report

Your Directors have pleasure in presenting the Tenth Annual Report together withaudited financial statements & accounts for the financial year ended March 31 2016.

1. FINANCIAL RESULTS

( Rs. in million)

Consolidated

Standalone

Particulars

Year ended March 31 2016

Year ended March 31 2015

Year ended March 31 2016

Year ended March 31 2015

Total Revenue from Operations 6076.20 8582.01 306.72 293.59
Total Expenses 6345.93 9550.29 314.15 307.08
Operating Profit/(Loss) (269.73) (968.28) (7.43) (13.49)
Other Income 16.67 22.41 0.12 0.17
Profit/(Loss) before Exceptional Items & Tax (253.06) (945.87) (7.31) (13.32)
Exceptional Items 753.40 233.49 4.04 -
Tax Expenses (911.90) (1.57) (0.52) (1.57)
Net Profit/(Loss) (94.56) (1177.79) (10.83) (11.75)
Balance brought forward (642.65) 544.73 1444.49 1456.35
Adjustment on account of Depreciation - (9.59) - (0.11)
Balance to be carried forward (737.21) (642.65) 1433.66 1444.49

2. STATE OF COMPANY’S AFFAIR & OPERATIONS

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

With a capacity of 100000 cases/month and configuration of 5 automatic/semi-automaticlines it can handle all sizes of the bottles. All lines are well equipped with requiredvats for storage of ENA Blending and equipped automatic machines rinsing fillingsealing & labelling which provides flexibility for bottling various sizes of IMFL. Wehave fully equipped state of art laboratory chilling unit for the scotch blending andwell established Water treatment plant with RO facility to support our bottling plant.

Consolidated Financials

In FY2016 the consolidated revenue from operations was Rs. 6076.20 million. EBITDA forthe year stood at Rs. 304.02 million. Net loss was Rs. 94.56 million and EPS onconsolidated basis stood at Rs. (7.97).

Standalone Financials

In FY2016 total revenue from operations was Rs. 306.72 million. EBITDA for the yearstood at Rs. (4.50) million Net loss was Rs. (10.83) million.

The Consolidated Financial Statements prepared in accordance with the provisions ofthe Companies Act 2013 (the 'Act') SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (the ‘Listing Regulations’) and AccountingStandard-21 on Consolidated Financial Statements (AS-21) form part of the Annual Report.

3. DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses the Board of Directors has not recommended any dividend forthe financial year 2015-16. Accordingly there has been no transfer to general reserves.

4. CAPITAL STRUCTURE / STOCK OPTION

Authorised Share Capital

The authorized share capital of the Company as at March 31 2016 was Rs. 150 million.

Paid-up Share Capital

During the year 37196 equity shares were allotted pursuant to exercise of StockOptions. As at March 31 2016 the paid-up share capital stands at Rs. 118.86 millioncomprising of 11886600 equity shares of Rs. 10/- each fully paid up.

Employee Stock Options Scheme

At present the Company has one Employee Stock Option (ESOP) Scheme namely JILEmployees Stock Option Scheme 2013. The Nomination Remuneration and CompensationCommittee administers and monitors the Company’s ESOP Scheme.

During FY 2015-16 no option was granted under the ESOP Scheme but 37196 options wereexercised on October 06 2015. The details pursuant to the SEBI (Share Based EmployeeBenefits) Regulations 2014 [SEBI (SBEB) Regulations] has been placed on the website ofthe Company and weblink of the same ishttp://www.jubilantindustries.com/pdfs/disclosure-pursuant-provisions-sebi-2014.pdf.

The Company has received a certificate from the Auditors of the Company certifying thatthe ESOP Scheme has been implemented in accordance with the SEBI (SBEB) Regulations. Thecertificate would be placed at the Annual General Meeting for inspection by members. Acopy of the same will also be available for inspection at the Company’s registeredoffice.

5. SUBSIDIARIES

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

• Jubilant Agri and Consumer Products Limited

During the year under review JACPL has been engaged in the business of Agri Productscomprising of wide range of crop nutrition crop growth and crop protection PerformancePolymerscomprisingofconsumerproductsFood Polymers and VP Latex. JACPL has transferred itsretail hypermarket business effective from August 12 2015. Further the Hon’bleAllahabad High Court vide its order dated October 01 2015 has confirmed Company’spetition for reduction in the Securities Premium Account by way of setting off ofaccumulated losses amounting to Rs. 2041.11 million. During FY 2016 JACPL has revenuefrom operations of Rs. 5601.88 million. The net loss after tax for the FY 2016 is Rs.134.19 million. In terms of Regulation 16 of the Listing Regulations JACPL is a materialnon-listed wholly owned indian subsidiary of the Company.

• Jubilant Industries Inc. USA

Jubilant Industries Inc. USA is a wholly owned subsidiary of the Company. During FY2016 it has been engaged in overseas trading of Solid Poly Vinyl Acetate. It had revenuefrom operations of Rs. 618.59 million. Net Profit after tax for the FY 2016 was Rs. 23.34million.

The salient features of performance and financial position of Company’ssubsidiaries is given in Form AOC-1 attached to the financial statements.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment Re-appointment and Resignations

Mr. Hari S. Bhartia will retire at the ensuing Annual General Meeting (AGM) and beingeligible has offered himself for re-appointment. The Board recommends his re-appointment.

During the year the Board in its meeting held on February 10 2016 had re-appointedMr. Videh Kumar Jaipuriar as Managing Director of the Company for a further period ofthree years with effect from March 01 2016 without any remuneration subject to approvalof the shareholders at the forthcoming 10th AGM.

Brief resume of Mr. Hari S. Bhartia and Mr. Videh Kumar Jaipuriar with other details asstipulated under Secretarial Standard – 2 and Regulation 36 of the ListingRegulations are provided in the Notice convening the 10th AGM.

Key Managerial Personnel

Mr. Deepak Gupta Company Secretary has resigned w.e.f. June 04 2015. The Board inits meeting held on July 09 2015 has appointed Mr. Dinesh Kumar Gupta as the CompanySecretary and Compliance Officer of the Company and also designated him as Key ManagerialPersonnel of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria ofindependence as provided under Section 149 of the Act and Regulation 16 of the ListingRegulations.

Meetings of the Board

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

During the year ended March 31 2016 the Board met 6 times. The details ofBoard/Committee meetings and the attendance of Directors are provided in the CorporateGovernance Report attached to this Report.

Appointment and Remuneration Policy

The Company has implemented an Appointment and Remuneration Policy pursuant to theprovisions of Section 178 of the Act read with Clause 49 of the erstwhile ListingAgreement (corresponding to Regulation 19 of the Listing Regulations). The Policy has beendisclosed in the Corporate Governance Report attached to this Report.

Board Evaluation

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

7. DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31 2016 comprises of Mr. R. Bupathy as Chairman Mr.S. K. Roongta and Mr. Ghanshyam Dass as members.

Further all the recommendations made by Audit Committee were accepted by the Board ofDirectors.

8. AUDITORS & AUDIT REPORTS

Statutory Auditors

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

The said appointment is subject to ratification by the members at every AGM.Accordingly the appointment of M/s. K. N. Gutgutia & Co. Chartered Accountants asthe Company's Statutory Auditors from the conclusion of 10th AGM till the conclusion of11th AGM is placed for ratification by the members. The Company has received certificatefrom the Auditors to the effect that ratification of their appointment if made shall bein accordance with the provisions of Section 141 of the Act.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statementsforms part of the Annual Report. There are no qualifications reservations adverseremarks disclaimer or emphasis of matter in the Auditors’ Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s SanjayGrover & Associates Company Secretaries to undertake the Secretarial Audit of theCompany. The Secretarial Auditors have submitted their report confirming compliance bythe Company of all the provisions of applicable corporate laws. The Report does notcontain any qualification reservation or adverse remark or disclaimer. The SecretarialAudit Report is annexed as Annexure 1 to this report.

The Board has re-appointed M/s Sanjay Grover & Associates Company Secretaries asSecretarial Auditors of the Company for FY 2016-17.

9. RISK MANAGEMENT

Today’s business environment remains challenging for the Corporate World and riskmanagement retains its high position on every organization’s agenda.

The Company has several risk factors which could potentially impact its businessobjectives if not perceived and mitigated in a timely manner. With an effective riskmanagement framework in place the Company looks at these risks as challenges andopportunities to create value for its stakeholders. With its established processes andguidelines in place combined with a strong oversight and monitoring system at the Boardand senior management levels the Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organizationthrough defined and communicated corporate values clearly assigned risk responsibilitiesappropriately delegated authority and a set of processes and guidelines which arepresented to the Board especially with respect to risk assessment and risk minimizationprocedures. As an organization it promotes strong ethical values and high levels ofintegrity in all its activities which in itself is a significant risk mitigator.

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

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

10. HUMAN RESOURCES

The Company leverages human capital for competitiveness by nurturing knowledgeentrepreneurship and creativity. The Company rewards the will to succeed and the desire tocompete with the best in the world and have grown a vibrant Company over the years becauseof our ability to manage change proactively and to reinvent ourselves continuously withoutcompromising the ideals and values that have sustained us over the years.

The motto of HR strategy is to Attract Retain Develop and Nurture talent byinnovating people & Business solutions to tailor the perfect fit every time. TheCompany takes pride at being appropriately prepared for its employees to locate identifyand then engage them in the right positions at the right time. The Company has a team ofabout 650 magnificent staff distributed across its corporate office in Noidamanufacturing units and sales and distribution offices across India.

As a vibrant Company Jubilant Industries has integrated its HR practices to remainflexible and in tune with the business to maintain the success of all its people.

Our Leadership is the best in the industry and to keep it flourishing in the samefashion we have periodic interventions viz. different programs & developmental tools.At the same time programs like Young Leaders Acceleration Programs (YLEAP) are some suchinitiatives that are aimed at infusing qualitative talent and recognizing fast trackers inbusiness environment.

The Company believes that our people are our biggest assets and hence we invest inproductive training programs for them. We invest significantly in training and developmentto ensure skill set improvement of our employees on a continuous basis. At Jubilantworking up the ladder is an element of career planning with accelerated growth and careerprogression. The Company encourages people to explore opportunities in harmony with theirnatural talent and nurture them to grow through deputations cross-functional movementsInternal Job Postings and planned role rotations.

The Company offers its nationwide employees a comprehensive range of behavioural andfunctional training interventions like:

Orbit Shift

Breakthrough Workshops Talent & Succession Planning Cross Functional Teams

The Company embed a sense of inclusion and equality in our people. This means fosteringa conducive work environment that enhances professional and personal growth. Our strongteam culture of mutual trust oneness learning care and concern is a key inspiration tomeet tomorrow’s challenges.

The Company has adopted a Policy on Prevention of Sexual Harassment at workplace underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. No case was reported during the year under review under the policy.

11. AWARDS AND ACCOLADES

During the year 2015-16 one of the units of JACPL won the prestigious "GOLD Awardof GREENTECH SAFETY AWARD 2015" in Chemical Sector for outstanding achievement inSafety Management System for the year 2015 consecutively for the fifth year. The unit alsowon the "GOLD Award of GREENTECH ENVIRONMENTAL AWARD 2015" in Chemical sectorfor outstanding achievement in Environmental Management System for the year 2015consecutively for the second year and "ASIA PACIFIC HRM CONGRESS AWARDS 2015"for "Best in Corporate Social Responsibility Practices". JACPL's ConsumerProducts Division (CPD) Jivanjor Achiever’s Club was also awarded with the "BestUse of Technology in a Loyalty program" in the AIMIA - 9th Loyalty Awards at Mumbai.

12. SUSTAINABILITY REPORT

The Company firmly believes in inclusive growth of its business with the Environmentalenrichment and Social development based on the triple bottom line concept of SustainableDevelopment.

The Company published its Corporate Sustainability Report 2015-16 conforming to GlobalReporting Initiative (GRI) G4 reporting guidelines fulfilling the ‘InAccordance’ - Comprehensive reporting criteria. As a green initiative the report isavailable on the website of the Company (www.jubilantindustries.com) and GRI database. Asan extension of the green initiative to minimise the impact on environment the AnnualReport is emailed to shareholders whose email id is registered with theCompany/Depositories to reduce use of paper.

Sustainability initiatives have been undertaken for reduction of Environmentalparameters energy consumption and greenhouse gas emission. Energy Conservation drive havebeen carried out to strengthen the awareness and participation of employees in reducingavoidable Energy losses such as compressed (instrument) air leakage through pneumaticallyoperated valves. Waste water generated in fertilizer plant is completely recycled andreused. In other plants it is treated and disposed as per Consent conditions. NaturalResource conservation measures have been strengthen through reuse of hazardous wastes i.e.silica sludge sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel(Rice Husk) have been successfully used completely eliminating use of coal in hot airgenerators of the Company in the reporting year. Suppliers assessment process has beenstrengthened through checklist based review on relevant sustainability aspects andindicators.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company through Jubilant Bhartia Foundation (JBF) the social wing of JubilantBhartia Group has been working with various stakeholders to bring about progressivesocial change by knowledge generation & sharing experiential learning andentrepreneurial ecosystem. The Company has identified four core focus areas towardscommunity development and runs various activities under these:

• Universalize elementary education through Project Muskaan

• Improving health indices through innovative services of SwasthyaPrahari

• Improving Employability of Local Youths through Vocational Training Programmessuch as Project Samriddhi.

• Building Farming capability and Cattle care through Project KrishiPaathshala.

While there was no prescribed limit for CSR expenditure but Jubilant Bhartia Foundationcontinued its activities surrounding to Company's manufacturing locations.

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

Annual Report on CSR activities of the Company for the financial year 2015-16 has beenattached as Annexure 2 and forms part of this Report.

14. INVESTOR SERVICES

In its endeavour to improve investor services your Company has taken the followinginitiatives:

• An Investor Section on the website of the Company www.jubilantindustries.com hasbeen created.

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

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

15. GREEN INITIATIVES

Your Company being committed to policy of sustainable development has taken severalgreen initiatives which include:

• Conducting Paperless Board/Committee Meetings;

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

• Emailing Annual Reports and other documents to shareholders who have opted forthe electronic version.

16. CORPORATE GOVERNANCE

As a responsible corporate citizen the Company is committed to maintain the higheststandards of Corporate Governance and believes in adhering to the best corporate practicesprevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34read with Schedule V of the Listing Regulations forms part of this Report. A certificatefrom the Statutory Auditors confirming compliance with the conditions of CorporateGovernance as stipulated in Clause E of Schedule V to the Listing Regulations is attachedto the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with theCode of Conduct for Directors and Senior Management for the year ended March 31 2016. Acertificate from the Managing Director confirming the same is attached to the CorporateGovernance Report.

A certificate from the CEO and CFO confirming correctness of the financial statementsadequacy of internal control measures etc. is also attached to the Corporate GovernanceReport.

17. MANAGEMENT DISCUSSION & ANALYSIS

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

18. OTHER STATUTORY DISCLOSURES i. Extract of Annual Return: Pursuant to provisionsof Section 92 of the Act read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extract of the Annual Return in Form No. MGT – 9 isattached as Annexure 3 to this Report.

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

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

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company hadformulated a policy on Related Party Transactions (‘RPTs’) dealing with thereview and approval of RPTs. During the FY 2015-16 the Board approved the revisedcriteria for granting omnibus approval for RPTs by the Audit Committee within the overallframework of the policy on RPTs. Prior omnibus approval is obtained for RPTs which are ofrepetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2015-16 were in the ordinary course of business and onarm’s length basis. No material RPTs were entered into during FY 2015-16 by theCompany as defined in the Policy on RPTs. Accordingly the disclosure of RPTs as requiredunder Section 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors drawattention of the members to Note no. 39 to the Standalone Financial Statements which setsout the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment hasoccurred after the close of the Financial Year 2015-16 till the date of this Report whichaffects the financial position of the Company.

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

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

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

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

19. DIRECTORS’ RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as on March 31 2016 andof the profits of the company for the year ended March 31 2016;

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

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

• the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

Based on the framework of internal financial controls including the Control Manager forfinancial reporting and compliance systems established and maintained by the Company workperformed by the internal statutory and secretarial auditors and the reviews performed bythe management and the relevant Board committees including the Audit Committee the Boardis of the opinion that the Company’s internal financial controls were adequate andeffective during the Financial Year 2015-16; and

• the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the cooperation and assistance received fromthe Central and State Government Authorities. Your Directors thank the ShareholdersFinancial institutions Banks/ other Lenders Customers Vendors and other businessassociates for the confidence reposed in the Company and its management and look forwardto their continued support. The Board places on record its appreciation for the dedicationand commitment of the employees at all levels which has continued to be our majorstrength. We look forward to their continued support in the future.

For and on behalf of the Board
Place : NOIDA Hari S. Bhartia
Date : May 23 2016 Chairman

Annexure 1

Secretarial Audit Report

For the Financial Year ended March 31 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Jubilant Industries Limited

(CIN: L24100UP2007PLC032909)

Bhartigram Gajraula District Amroha - 244 223

Uttar Pradesh

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Jubilant Industries Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

We report that-

a) Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

b) We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial statementsof the Company.

d) Wherever required we have obtained the Management representation about thecompliances of laws rules and regulations and happening of events etc.

e) The compliance of the provisions of the corporate and other applicable laws rulesregulation and standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

f) The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016 ("AuditPeriod") complied with the statutory provisions listed hereunder and also that theCompany has proper Board processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2016according to the provisions of:-

(i) The Companies Act 2013 (the Act) and the rules made thereunder/Companies Act 1956(wherever applicable);

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations prescribed under the Securities and Exchange Board ofIndia Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015/ the Securities

and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992;

(c) *The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Share based Employee Benefits)Regulations 2014;

(e) *The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993;

(g) *The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (h) *The Securities and Exchange Board of India (Buyback of Securities)Regulations 1998; and

(i) The Securities and Exchange Board of India (Listing obligations and Disclosuresrequirements) Regulations 2015 applicable w.e.f. December 1 2015; * No event took placeunder these regulations during the Audit period.

We have also examined compliance with the applicable clauses of the following-

(i) Secretarial Standard on Meetings of the Board of Directors and Secretarial Standardon General Meetings issued by The Institute of Company Secretaries of India applicablew.e.f. July 01 2015.

(ii) Listing Agreements (applicable upto November 30 2015) entered into by the Companywith BSE Limited and the National Stock Exchange of India Limited.

During the Audit Period the Company has complied with the provisions of the ActRules Regulations and Guidelines to the extent applicable as mentioned above exceptthat the Company generally complied with the applicable clauses of Secretarial Standard onMeetings of the Board of Directors issued by The Institute of Company Secretaries ofIndia.

(vi) The Company is engaged in contract manufacturing of Indian Made Foreign Liquor(IMFL) for one of the established brand in India at Nira (Maharashtra). As informed by themanagement Food Safety and Standards Act 2006 and rules made thereunder is the lawspecifically applicable to the Company.

We have checked the Compliance Management System of the Company to obtain reasonableassurance about the adequacy of systems in place to ensure compliance of specificallyapplicable laws and this verification was done on test basis. We believe that the Auditevidence which we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion. In our opinion and to the best of our information and according toexplanations given to us we believe that the Compliance Management System of the Companyseems adequate to ensure compliance of laws specifically applicable to the Company.

We further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. No changes in the Board of Directors took place during the period under review.

Adequate notices were given to all directors of the Board Meetings. Agenda and detailednotes on agenda are sent in advance of the meetings and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingfor meaningful participation at the meeting.

Board decisions are carried out with unanimous consent and therefore no dissentingviews were required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report thatduring the audit period the Company had the following specific events: (i) Issue andallotment of 37196 (Thirty Seven Thousand One Hundred and Ninety Six) equity shares ofRs. 10/- (Rupees Ten only) each fully paid up upon exercise of Employees Stock Optionsunder the JIL Employees Stock Option Scheme 2013; and (ii) Divestment of Retailundertaking (engaged in the business of operating retail hypermarket stores in Bengaluru)of Jubilant Agri and Consumer Products Limited ("JACPL") a wholly ownedsubsidiary of the Company to Aditya Birla Retail Limited on slump sale basis.

for Sanjay Grover & Associates

Company Secretary

Firm Registration No.: P2001DE052900

Sanjay Grover

New Delhi

Managing Partner

May 23 2016

CP No.: 3850

Annexure 2 Annual Report on Corporate Social Responsibility (CSR) Activities

Financial Year 2015-16

1. A brief outline of the Company’s Corporate Social Responsibility Policy("CSR Policy") including overview of projects or programs proposed to beundertaken and a reference to the web-link to the CSR Policy and projects or programs

Corporate Social Responsibility ("CSR") at Jubilant is the commitment ofbusinesses to contribute to sustainable economic development by working with theemployees their families the local community and the society at large to improve theirlives in ways that are good for business and for its development.

CSR segment of the organisation is guided by the Sustainability Mission of the Company.In compliance with the provisions of Section 135 of the Companies Act 2013 (the"Act") read with the Companies (Corporate Social Responsibility Policy) Rules2014 the Company has taken the following steps: Adoption of CSR Policy which has beenplaced on the Company’s website www.jubilantindustries.com Approval by the Committeeto implement CSR activities through "Jubilant Bhartia Foundation" anot-for-profit organisation registered under Section 25 of the Companies Act 1956(corresponding to Section 8 of the Act)

While implementing CSR projects the Company shall give priority to the area around itsmanufacturing locations in India

The Committee approved the following CSR activities which are in line with Schedule VIIto the Act:

Project Arogya and Swasthya Prahari: Improving health indices throughinnovative services and promoting health seeking behavior;

Project Muskaan: Universalising elementary education and improvingquality parameters for primary education through community involvement; and

Project Samridhi: Enhancing alternate livelihood opportunity and incomeof Farmers.

2. The Composition of the CSR Committee.

The composition of the CSR Committee of the Board is as under.

S. No. Name Designation
1 Mr. Hari S. Bhartia Chairman Non-executive Director
2 Mr. Priyavrat Bhartia Non-executive Director
3 Mr. Ghanshyam Dass Independent Director
4 Mr. Videh Kumar Jaipuriar Managing Director

3. Average net profi t of the company for last three fi nancial years: Lossesof Rs. 8.53 million

4. Prescribed CSR Expenditure (2% of the amount as in item 3 above):

Due to loss No CSR expenditure has been done during financial year 2015-16.

However during FY 2014-15 the Company had made a provision of Rs. 1.00 million asprojects in 41 schools were in completion stage. This amount has been spent in FY 2015-16.

5. Details of CSR spend during the Financial Year 2015-16

(a) Total amount to be spent as per budget for the financial year 2015-16 : Nil

(b) Amount unspent vis--vis prescribed CSR expenditure as per Section 135(5) of theAct : Nil

(c) Manner in which the amount spent during the year is detailed below:

( Rs. /million)
CSR Project or Activity Identifi ed Sector in which the Project is covered

Projects or Programmes

Amount outlay (budget) Project or Programme wise

Amount spent on the Projects or Programmes:

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implement- ing agency
Local area or other State and district where Projects or Programmes was undertaken

Direct expenditure on Projects or Programmes

Overheads

1 Health (Arogya and Swasthya Prahari) Eradicating hunger poverty and malnutrition promoting health care including preventive health care and sanitation and making available safe drinking water Local Gajraula (U.P.) -Nil- 0.06# -Nil- 0.06 Jubilant Bhartia Foundation
2 Education (Muskaan) Promoting education including special education and employment enhancing vocational skills especially among children women elderly and the differently abled and livelihood enhancement projects Local Gajraula (U.P.) Sahibabad (UP) Nira (Maharashtra) -Nil- 0.94# -Nil- 0.94 Jubilant Bhartia Foundation
Total -Nil- 1.00 -Nil- 1.00

# Pertaining to FY 2014-15.

6. In case the company has failed to spend the two per cent of the average netprofi t of the last three fi nancial years or any part thereof the company shall providethe reasons for not spending the amount in its Board Report.

Not applicable.

7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR policy is in compliance with CSR objectives and Policy of the Company.

The CSR Committee confirms that the implementation and monitoring of the CSR policy isin compliance with CSR objectives and Policy of the Company.

For Jubilant Industries Limited
Videh Kumar Jaipuriar Hari S. Bhartia
Managing Director Chairman
CSR Committee

Annexure 4 Disclosure under Section 134(3)(M) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy

1) Improving power factor to 0.99 under rated load condition

2) Reducing line changeover

3) OPE improvement

4) Awareness developed through training

5) Shutting down unnecessary computer printer office light

6) Installation of VFD on filling lines

7) Motor sizing rationalization

(ii) Steps taken by the Company for utilizing alternate sources of energy

The Company recognizes that climate change mitigation require significant considerationin business decisions. To bring down the carbon foot print the Company continuouslystrives to use renewable energy.

(iii) Capital investment on energy conservation equipments

Nil.

B. TECHNOLOGY ABSORPTION

i) Efforts made towards technology absorption

Owing to the nature of operations of the Company the information pertaining toTechnology Absorption is not applicable to the Company. However the Company endeavors toavail the latest technology trends and practices in its operations.

ii) Benefi ts derived like product improvement cost reduction product development orimport substitution

None.

iii) Imported Technology

Not Applicable.

iv) Expenditure incurred on Research and Development

None.

C. FOREIGN EXCHANGE EARNING AND OUTGO – None

Annexure 5 Particulars prescribed under Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16 the percentage increase inremuneration of each Director Chief Financial Officer and Company Secretary in thefinancial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel(KMP) against the performance of the Company are as under:

Sl. No. Name and Designation of Director/KMP

Remuneration during the fi nancial year 2015-16 (in Rs.)

% increase in Remuneration

Ratio of remuneration of each Director to median remuneration of employees

Comparison of the Remuneration of the KMP against the performance of the Company
1. Mr. Hari S. Bhartia Chairman (Non-Executive) - - - -
2. Mr. Priyavrat Bhartia Non-Executive Director - - - -
3. Mr. Shamit Bhartia Non-Executive Director - - - -
4. Mr. Ghanshyam Dass Independent Director 145000 0.00 0.13 -
5. Mr. R. Bupathy Independent Director 175000 29.63* 0.16 -
6. Mr. S.K. Roongta Independent Director 192500 192.15* 0.17 -
7. Ms. Shivpriya Nanda Independent Director 105000 16.67* 0.09 -
8. Mr. Videh Kr. Jaipuriar# Managing Director - - - -
9. Mr. Sandeep Kr. Shaw# Chief Financial Officer 229298 18.51 Not Applicable
10. Mr. Deepak Gupta Company Secretary (Upto June 04 2015) 1008763 Not Applicable Not Applicable Total Revenue of the Company increased by 4.47% from Rs. 293.59 million in 2014-15 to Rs. 306.72 million in 2015-16.
11. Mr. Dinesh Kumar Gupta Company Secretary (w.e.f. July 09 2016) 2062240 Not Applicable Not Applicable

* Independent Directors have been paid remuneration by way of sitting fees. Increase inremuneration of Independent Directors has been because of increase in number of meetingsattended by them. There has been no increase in sitting fees paid per meeting.

# Received remuneration from Company’s wholly owned subsidiary.

Median of Total Cost to Company (CTC) on payable basis has been taken for all on-rollemployees as on March 31 2016. Median Salary of all on-roll employees is Rs. 1123910/-.

(ii) The percentage increase in the median remuneration of employees in the FinancialYear 2015-16 was 14.85%;

(iii) 04 permanent employees were on the rolls of Company as on March 31 2016.

(iv) The explanation on the relationship between average increase in remuneration andCompany performance: Average increase in the remuneration was 8.5% in the Financial Year2015-16 which was in line with industry trend. Total Revenue increased by 4.47% from Rs.293.59 million in 2014-15 to Rs. 306.72 million in 2015-16.

(v) Comparison of Remuneration of the Key Managerial Personnel against the performanceof the Company: Details are given in the table above.

(vi) a) Variations in the market capitalisation of the Company :

As on March 31 2015

As on March 31 2016

Market Capitalisation (in Rs. /million) 976 1841

b) Price Earnings ratio as at the close of closing date of the Current financial yeari.e. March 31 2016 and previous financial year i.e. March 31 2015: Not applicable asthere was Net Loss in both the financial years;

c) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offer:Not applicable as the Company had not made any public offer of its shares. Shares wereissued to the shareholders of Jubilant Life Sciences Limited pursuant to Scheme ofAmalgamation and Demerger.

(vii) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of the employees other than managerial remunerationwas 8.5% in the Financial Year 2015-16. No remuneration has been paid to managerialpersonnel during the Financial Year 2015-16.

(viii) The key parameters for the variable component of remuneration availed by theDirectors: Remuneration paid to Directors does not include any variable component.

(ix) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receiver remuneration in excess of the highest paiddirector during the year:

Remuneration of the highest paid Directors Rs. 192500
Highest paid employee who is not a Director Rs. 2062240
Ratio 0.09

(x) Affirmation that the remuneration is as per the as per the Remuneration Policy ofthe Company:

It is hereby affirmed that the remuneration paid as per the Appointment andRemuneration Policy for Directors Key Managerial Personnel and other employees.