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Jain Irrigation Systems Ltd.

BSE: 500219 Sector: Industrials
NSE: JISLJALEQS ISIN Code: INE175A01038
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VOLUME 271080
52-Week high 48.25
52-Week low 28.25
P/E 58.30
Mkt Cap.(Rs cr) 1,797
Buy Price 29.15
Buy Qty 2444.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.00
CLOSE 29.00
VOLUME 271080
52-Week high 48.25
52-Week low 28.25
P/E 58.30
Mkt Cap.(Rs cr) 1,797
Buy Price 29.15
Buy Qty 2444.00
Sell Price 0.00
Sell Qty 0.00

Jain Irrigation Systems Ltd. (JISLJALEQS) - Director Report

Company director report

To

The Members

We are happy to inform you that after a prolonged negotiation we haveimplemented the Resolution Plan (RP) formulated in December 2019. The cut off date for theimplementation is June 30 2019 as per June 07 2019 Reserve Bank of India circular onStressed Asset management guidelines. The plan was implemented effectively on March 252022. After facing tough liquidity issues resulting in low operational performancehopefully we shall be improving operational performance in FY 2023 substantially assituation will improve gradually due to liquidity infusion by RP implementation and othercorporate actions taken or being taken by the management.

A] Operations

1) Financial Highlights (standalone)

The financial performance is captures below:

? in Million (except EPS)

Particulars 2021-22 2020-21
Export Sales & Services 3806.93 2538.80
Domestic Sales & Services 23872.47 18605.74
Other Operating Income 512.06 419.68
Sub Total 28191.46 21564.22
Other Income 577.96 395.50
Total Income 28769.42 21959.72
Operating Profit 3379.87 1343.36
Interest and Finance Charges 2571.94 4451.04
Depreciation and Amortisation 1562.83 1649.80
Profit before taxation and exceptional items (754.90) (4757.48)
Exceptional Items 2954.77 -
Profit/(loss) before tax 2199.87 (4757.48)
Provision for Tax
Current Tax Provision - -
Deferred Tax Asset/(Liability) 268.62 (1684.29)
Profit/(Loss) for the year before Prior Period Expenses 1931.25 (3073.19)
Prior Period Items-Income/ (Expenses) - -
Profit/(Loss) for the year 1931.25 (3073.19)
Earnings per Share (?)
Basic 3.66 (5.96)
Diluted 3.57 (5.96)

2) State of affairs of the Company

a) Standalone

The revenue from operations for the FY 22 was ? 28192 mn as against ?21564 mn of FY 21 an

increase of 30.7% despite cash/liquidity issues and changes efficientbusiness model. Other income for the Company was ? 578 mn for FY 22 as against ? 396 mnof FY 21 a change of 45.95%. Raw material consumption for FY 22 was ? 16688 mn asagainst ? 11961 mn of FY 21 an increase of 39.52%. Employee cost is flat at 0.75% risefor FY 22 to ? 2432 mn from ? 2414 mn of FY 21. Total Expenditure for FY 22 was ?29524 mn as against ? 26717 mn of FY 21 a change of 10.50%. Finance Costs for FY 22was ? 2572 mn as against ? 4451 mn of FY 21 due to lower interest in view ofRestructuring Plan. Net profit for the FY 22 was recorded at ? 1931 mn as against loss of? 3073 mn of FY 21 a turnaround of sorts due to Restructuring Plan implementation. Evenafter liquidity challenges due to lack of realisation of project receivables fromgovernment subsidies etc. the underlying business opportunity remains intact while wehave reduced losses and we have started with a cash and carry model. In terms of revenuemix Hi-Tech Agri Inputs business is at 63% and only 37% is plastic and pipe business. Interms of EBITDA it's great with the micro irrigation business this year 85% came fromMIS and Tissue Culture and 15% is from plastic business. Hi-Tech Agri Inputs business isleading the charge for profitability and sustained performance even though Plastic rawmaterial; prices and logistics costs increases are worrisome for FY 23 already. Moderationraises hopes now in Q3 Q4 FY2023.

b) Consolidated

The Revenue from operations for FY 22 was ? 71195 mn as against ?56669 mn for FY 21 showing an increase of 25.63%. Other income for the year FY 22 was ?187 mn as against ? 1464 mn of FY21 decrease of 87.22%. The raw material consumption(including change in inventory of finished goods and work in progress) was recorded at ?39035 mn for FY 22 as against ? 31717 mn of FY21 increase of 23.07%. Employee cost was? 8352 mn for FY 22 as against ? 8049 mn of FY21 an increase by 3.76% the financecost for FY 22 was recorded at ? 5580 mn as against '7460 mn of FY21 a decrease of25.20%. Net profit for FY22 was ' 3286 mn as against loss of ' 4027 mn of FY21.

The Overseas businesses are doing better despite all the liquidity andpandemic issues. On a consolidated basis EBITDA is increased by 99.67%. There is asignificant improvement in terms of profits in overseas business even after facingchallenges. Last quarter of this financial year helped us mainly in reducing losses.

3) (a) Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy with respectto SEBI notification dated 8th July 2016 and the detailed policy is available on ourwebsite https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Dividend_ Policy.pdf.

b) Dividend

The Directors in their meeting held on 30th May 2022 did not recommendto shareholders a Dividend on Ordinary and DVR Equity Shares of ' 2.00 eachin view of meagre profit for the for year ended 31st March 2022.

4) Capacity Expansion and Capital Expenditure

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

Segment Name Net Capex FY 2022
( ' in Million)
Hi-Tech 314.43
Plastics 46.51
HO and Others 197.59
Total 558.53

5) List of Awards/ Recognition - Financial Year 2021-22

The Company has received the following awards and accolades during theFY 2022.

Year Name & Nature of Award/ Honor Instituted by Given by Received by
2022 PLEXCONCIL Award 2017-2018 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Anil Jain
2022 PLEXCONCIL Award 2017-2018 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri.Manish Zende
2022 PLEXCONCIL Award 2017-2018 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Ajay Kale
2022 PLEXCONCIL Award 2018-2019 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Sandeep Jain
2022 PLEXCONCIL Award 2018-2019 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Due to Shri. Prasad Durge
2022 PLEXCONCIL Award 2018-2019 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Vijaysingh Patil
2022 PLEXCONCIL Award 2019-2020 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Pravin Kumat
2022 PLEXCONCIL Award 2019-2020 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Nitin Chaudhari
2022 PLEXCONCIL Award 2019-2020 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Sandeep Patil
2022 PLEXCONCIL Award 2020-2021 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Rajendra Lodha
2022 PLEXCONCIL Award 2020-2021 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Mahesh Ingale
2022 PLEXCONCIL Award 2020-2021 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Prashant Jaiswal
2022 PLEXCONCIL Award 2019-2020 PLEXCONCIL Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Shri. Bharat Badgujar
2022 MACCIA'S Token of Gratitude Maharashtra Chamber of Commerce Industry & Agriculture (MACCIA) Bhagat Singh Koshyari Governor of Maharashtra Shri. Ashok Jain & Shri. Atul Jain
2022 Star Performer Award 201819 Star Performers in Product Groups for 2018-19 EEPC India (Formerly Engineering Export Promotion Council) Hon. Shri. Piyush Goyal Minister of Consumer Affairs Food and Public Distribution Dr. H. P. Singh

6) Material developments in Human Resource

a) General

Human Resource at Company is at the core of the organization drivingthe entire value addition model. The profound and insightful guiding principles laid downby our Founder Chairman help us to make a far reaching impact on all our associates whoact as catalysts in keeping up the expectations of all other stakeholders. We believe innurturing talent and creating an environment where everyone can perform to their fullpotential. This year our career pages on social media platforms also saw severalcampaigns being run to engage and communicate with the relevant talent pool with a focusin the emerging areas of Sustainable Agtech and Piping Solutions. In our endeavor toremain a high-performance organization numerous projects that unleash the potential ofeach individual are being executed across the supervisory and managerial cadre of thecompany. The organization also helps them to fulfill their aspirations andresponsibilities.

We continue to evolve innovative training and performance incentivizingschemes that work in tandem with our high performance and flexible production systems. Theflexi job approach provides our operational workforce an opportunity to explore andacquire multiple skills. This also helps manage stress levels through job rotation. Theantidote also alleviates the fatigue normally associated with continuously runningprocesses. Our work culture promotes trust organizational commitment and pleasureassociated with a job well done while helping associates balance efforts required toachieve a goal.

Associate Engagement

We being a leading agricultural input company continued to workthroughout the pandemic with all due care to maintain the supply chain for agriculturebeing the basic necessity for the human race.

Apart from all the necessary steps for prevention of pandemic wearranged periodic antigen tests in our factory premises for our Associates during thepandemic period. 5994 antigen tests were conducted during the period.

The Associates were sensitized to the requirement of vaccines forthemselves and their family members. A dashboard was prepared to map daily updates on theprogress of vaccination. Also vaccination camps were organized in our factory premises forour Associates wherein 6784 Associates got vaccinated. For the Associates found Covidpositive necessary support for testing consultation finances and admission to hospitalwas provided by the company. Also such Associates were provided with catering supporti.e. Breakfast Lunch and Dinner for themselves and their family members as therequirement may be. The same was extended to the Associates who were admitted to thehospitals also. This might have reduced the risk of spread of the pandemic as theAssociates or their family members were not required to leave their house for purchasingdaily necessities like vegetables or groceries. This approach kept fatalities tonegligible with five figure associate strength. This helped in bringing back thepre-pandemic zeal and togetherness.

Pandemic years were quite disturbing for each one of us. The new normaldemanded keeping physical distance and remote working which could affect the personaltouch between the Associates. To bring back the zeal and the togetherness various group(team of 10) activities were organized.

Rangoli competition for Teams - The teams were given a themeand time limit. The teams demonstrating a good action plan and the execution skills wererewarded.

Diwali festival -To get a feel of festival celebration it isessential to use the ethnic wear. Hence all female associates were appealed to wear aSaree / Kurti and male associates were appealed to wear Kurta / Sherwani 3 days beforeDiwali holiday.

Holi - Celebrated colorful and auspicious occasion of Holi! Astencil for the name of the Company was prepared which was filled with palm marks ofindividual Associates using four colors of the Company Logo. The stencil was then peeledoff to have a beautiful company Logo with palm impressions of all the Associates therebyrestating the thought that the associates of the company are the building blocks of theCompany's future

b) Children's educational development

In line with our belief that the youth are the future of a nation wecovered 53 children of Associates studying in the 7th to 10th standards under the "VidyarthiUtkarsh Abhiyan". This program focuses on the academic & culturaldevelopment of these children.

Medical emergency kits were distributed to 600 Associates who travelfrequently to prevent immediate death due to cardiac arrest.

c) Prevention of sexual harassment

Human rights principles as enshrined in the United Nations GlobalCompact (UNGC) are embedded in our core values and system. We have a firm human rightspolicy and framework that focuses on good governance our commitment to abiding by eachlaw and providing equal opportunities without exception. We encourage our associates touse grievance mechanisms for any kind of complaints. We also ensure that the rights of oursupply chain partners are protected. Our zero-tolerance policy provides effectivesafeguards against child labour forced labour sexual harassment discriminationharassment etc. It is also ensured that the outsourced processing centres that we engagewith comply with all the legal requirements including child labour laws by following theminimum age criteria of 18 years across all our operations. We have an effective mechanismto deal with sexual harassment cases and have formulated a policy against any kind ofdiscrimination. Our whistle blower policy allows all our employees to report any kind ofsuspected or actual misconduct in the organization. We follow the laws and regulationspertaining to human rights and awareness. The workshops on code of conduct

of the Company covers aspects of human rights and awareness.

d) Social involvement

The Company also organized blood donation camps at all its locationsacross the country in periodic intervals for blood banks operating in the local areas. Atotal of 651 units of blood was collected by the local Blood Banks.

A group of 30 Associates from the company volunteered to work with thelocal administration for survey and testing of civilians showing Covid 19 symptoms.

e) Training

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

Name of Company No. of Participants Training Hours Training Hours per Associate
Jain Irrigation Systems Limited 9598 31007 4.65
Jain Farm Fresh Foods Limited 5821 23392 15.23
Consolidated 15179 54398 6.64

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

Exhaustive courses were organized to foster a sense of responsibilityand enhance focus on high performance delivery. The total of 54398 man-hours were devotedto training of 15419 participants during the year under review. The associates werenominated from across functions with the objective of multi skill set development.

f) Workforce strength & recruitment

Given the company's rapid growth recruitment is an on-going processwhere we strive to identify select and appoint the right people for the job at hand.

The strength of the Company in terms of manpower has reached 6654 on31st March 2022 after a gross addition of 608 during F.Y. 2021-2022.

Total Associates as on 31st March 2022 for JISL = 6654.

Gross Addition during 2021-2022 for JISL = 608

7) Director's Responsibility Statement

In accordance with the provisions of Section 134 (3) (c) of theCompanies Act 2013 your Directors state that:

i) In the preparation of the FY22 annual accounts the applicableAccounting Standards (Ind AS) have been followed along with proper explanation relating tomaterial departures except to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently andare reasonable; prudent judgments and estimates were made so as to give a true and fairview of the state of affairs of the Company as at 31st March 2022 and of the loss ofthe standalone Company for the year ended 31st March 2022;

iii) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

iv) The Directors had prepared the annual accounts for the FY ending31st March 2022 on a 'going concern basis' and;

v) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

vi) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

B] Subsidiaries & Associate

1) Jain Farm Fresh Foods Limited - Subsidiary

a) Standalone

The Subsidiary has achieved revenues of ' 5823 millionin FY 2022 as against ' 4288 million for FY 2021 increased by 35.8%. Thenet Domestic Revenue was ' 2100 million in FY 2022 as against '1512 million for FY 2021 reflecting growth by 38.8% YoY. The Company has generated '3723 million in the form of Export Revenue as against ' 2776 million forFY 2021 reflecting growth by 34.1% YoY. The earnings before depreciation interest costand income tax was ' 566 million for FY 2022 as against ' 88million for FY 2021. Loss from ordinary activities before tax was recorded at '654 million for FY 2022 as against loss ' 1574 million for FY 2021. Netloss for the period was ' 435 million for FY 2022 as against loss '1150 million for FY 2021.

b) Consolidated

The Subsidiary has recorded consolidated revenue of '14868 million for FY 2022 as against ' 11952 of FY 2020 reflecting growthby 24.4% YoY. The earnings before depreciation interest cost and income tax was '1537 million for FY 2022 as against ' 1136 million for FY 2021. TheFinance Cost for FY 2022 was ' 1014 million as against '1320 million in FY 2021 decreased by 23.2% YoY. The loss before tax from continuingoperation was ' 198 million for FY 2022 as against loss ' 998million of FY 2021. Net loss for FY 2022 was ' 54 million as against loss of' 923 million of FY 2021.

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

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

During the year 2021-22 SAFLs performance details are as follows:

The Revenue from operations for FY 22 was ' 114 mn asagainst ' 447 mn for FY 21 showing a decrease of 75%. Other income for theyear FY 22 was ' 78 mn same as against FY20.

Employee cost was ' 104 mn for FY 22 as against '126 mn of FY21 showing a decrease of 17%. The finance cost for FY 22 was recorded at '206 mn as against ' 218 mn of FY21 a decrease of 6%. Net loss for FY22 was '305 mn as against profit of ' 38 mn of FY21.

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

The losses during the year ended March 31 2022 has been due toidentification of NPA's which resulted in higher reversal of interest which convertedinto loss of income. To remain competitive in the current challenges of economy andindustry the Company has taken following steps:

Continuous monitoring of cost.

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

Constitution of Risk Management Committee for detailed analysisassociated with the business. Expected increase in productivity and profits in measurableterms.

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

3) Operations of Subsidiaries & SPV's

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

a) Operating subsidiaries

Information on operations and performance of operating subsidiaries iscovered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Reportat Annexure V.

b) SPV's

Information of SPV's is covered in the section MANAGEMENT DISCUSSIONAND ANALYSIS elsewhere in this Annual Report at Annexure V.

C] Debt Restructuring Plan/Resolution Plan updates

1) Jain Irrigation Systems Limited - Lenders Resolution Plan (RP)

The Lenders had signed an Inter Creditor Agreement (ICA) on 05th July2019 following delays in debt servicing induced by delays in receipt of money owed toCompany by projects undertaken for Government. Negotiations were pursued with lendersculminating in signing of Master Restructuring Agreement (MRA) on

10th February 2022 and after fulfilling CP's the same was declared asimplemented on 29th March 2022 w.e.f. March 25 2022. The RP received a RP-4 ratingnecessary for implementation by ICRA and CRISIL both and unanimous approval of allLenders.

The RP involved conversion of ~40% total outstanding debt as on June30 2019 into long term Non-Convertible Debentures (NCD) of 0.01% coupon and infusion bythe Promoters and Investors of ' 267 crores 49% already infused and rest tocome within next 12 months. The RP involved issue of 7.89 crore Ordinary Equity Shares tothe Lenders.

As a result of the RP implementation the Company shall have access tofresh Working Capital of ' 300 crores approximately. The RP would result insubstantial savings in interest cost hence improved fund flows for the business deferredpayments to Lenders resulting in overall improvement in operations and performance of theCompany. The full effect of Restructuring Plan implementation shall be visible in FY 2023.

2) Bonds Restructuring

The wholly owned subsidiary of the parent Company i.e. JainInternational Trading B.V ("Issuer") had issued US$ 200.00 million Senior Notesin 2017 (The "Notes") due on Feb 12022. The Issuer the parent Company(Guarantor) and Existing Noteholders' representing 77.01% in aggregate principal amount ofthe Existing Notes (the "Noteholder Committee") entered into a restructuringsupport agreement to govern the terms of the Existing Noteholders support of the proposedrestructuring of the Existing Notes which was amended and restated on May 27 2021 (the"RSA") (the "Restructuring").

Further the Scheme was approved by the requisite majority of SchemeCreditors at the Scheme Meeting on June 29 2021. There were 82 Scheme Creditors presentand voting at the Scheme Meeting (by proxy) together representing 92.76 percent. of totalScheme Claims. 100 percent. by number and value of those 82 Scheme Creditors present andvoting at the Scheme Meeting (by proxy) voted in favour of the Scheme. No Scheme Creditorsvoted against the Scheme.

Subsequently the Scheme in connection with the Restructuring theExisting Notes was sanctioned by the Court at the Scheme Sanction Hearing which took placeon July 26 2021. The Restructuring became effective on September 29 2021 followingsatisfaction of various conditions precedent in accordance with the terms of theRestructuring Documents. The issuer has subsequently listed New Second Lien Exchange Notesseries A New Senior Discount Call Exchange Notes B and New Senior Step-Up Call ExchangeNotes C with substantial favorable modified terms of total combined value of US$ 183.015million in Singapore stock exchange. The said new notes are due and repayable till March312026. Further in line with the ongoing condition subsequent compliance under theresolution plan approved by London court with the noteholders on the reduction of debt andvalue monetization of overseas business the Group has entered into an agreement on June21 2022 to merge its International Irrigation Business with

Rivulis to create a global irrigation and climate leader. Completionunder this agreement is subject to certain antitrust and foreign investment approvals /clearances. Upon Completion a proportion of the proceeds of the transaction will beutilised by JITBV to repay its debt and other liability/ies leading to significantreduction in debt at consolidated level.

D] Governance disclosures

1) Employee Stock Option Plan (ESOP)

i) JISL Employees ESOP's Trust : On recommendation of Nominationand Remuneration Committee the Board of Directors in their meeting held on 13th August2018 established a Private Trust named as "JISL Employees ESOP's Trust" foracquisition of Equity Shares of the Company from the secondary market in the name ofTrust.

ii) JISL ESOP 2011/ 2018

i] A description of each ESOP that existed at any time during theyear including the general terms and conditions of each ESOP including:

Sr. Particulars ESOP 2011
1) Date of Shareholders approval - 30th September 2011 27th September 2013 & 28th September 2018
2) Total number of options approved under ESOS 5356000
3) Vesting requirements Not yet granted
4) Exercise price or pricing formula To be decided
5) Maximum term of options granted To be decided
6) Source of shares (primary secondary or combination) Primary/ for above Shares
7) Variation in terms of options None

ii] Trust Shares movement during the year

Sr. Particulars ESOP 2011
1) Number of Shares outstanding at the beginning of the period 1896429*
2) Number of Shares granted during the FY 2022 NIL
3) Number of Shares forfeited / lapsed during the FY 2022 NIL
4) Number of Shares vested during the FY 2022 758571
5) Number of Shares exercised during the FY 2022 NIL
6) Number of shares arising as a result of exercise of options NIL
7) Money realized by exercise of Shares (') 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 1896429
10) Number of Shares exercisable at the end of the year 758571

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

[iii] Details related to the Trust

a) General information on all schemes

Particulars Details
Name of the Trust JISL Employees ESOP's 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 ' 66412943.58
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year ' 66412943.58
Amount of loan if any taken from any other source for which Company / any Company in the group has provided any security or guarantee NIL
Any other contribution made to the Trust during the year NIL

b)Movement of Shares during the year under review

Sr. Particulars Details
1) Number of Shares 0.38% (1896429)
2) Held at the beginning of the year 1896429
3) Acquired during the year NIL
4) Sold during the year NIL
5) Transferred to the employees during the year 758571 vested but not exercised yet
6) Held at the end of the year 1896429

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

The Trust has purchased 1896429 (Eighteen Lakhs ninety six Thousandfour Hundred & twenty nine) Ordinary Equity Shares of the Company from the Secondarymarket in Financial Year 2019-20.

2) Corporate Social Responsibility & Sustainability brief

a) Sustainability Reporting

During FY 21-22 Company completed its internal energy targets to arriveon the group level Science based targets initiative (SBTI). The Company got involved withWorld Resource Institute (WRI) and did a pilot in line with the SBTI methodology. While weare working on corporate targets we are duly following our biennial cycle ofsustainability data assurance. The third party assurance has been obtained in accordancewith international accordance standard AA100AS and assurance certificates can be providedto the stakeholders as required. More details on sustainability are available athttp://jains.com/ https://www.primeinfobase.in/z_JISLJALEQS/files/JISL_Corporate_Social_Responsibility_Policy.pdf

b) Climate change mitigation at a glance

Company is committed to protect the environment from impacts of climatechange. We are among very few organizations in the country that have incorporated GHGaccounting and mitigation actions in their management systems and got it certified from athird party. FY 2022 was the eighth year of our carbon accounting and certification. Weaccount and report on our complete Scope 1 and Scope 2 GHG emissions and removals andselective Scope 3 category emissions.

We have implemented and registered renewable energy and energyefficiency projects to generate green energy and mitigate climate change. Some of theseprojects are also registered under Clean Development Mechanism (CDM) of United NationsConvention on Climate Change (UNFCCC). All our registered CDM Projects have potential togenerate 25000 plus carbon credits per annum. Out of the registered CDM projects solarand biogas based power generation projects are also registered under Renewable EnergyCertificate (REC) Scheme.

In FY 2022-23 the company will start exploring new Nature BasedSolutions (NBS) projects under the Paris Agreement Regime.

c) Corporate Social Responsibility

The Company has a comprehensive Policy in place with the identified CSRProgramme and projects. Review of the CSR policy is conducted annually under the guidanceof the CSR committee. The CSR Committee of the Company has approved to carry out CSRactivities on its own and also through the two Trust/Foundations namely Bhavarlal andKantabai Jain Multipurpose Foundation (BKJMF) Trust Jalgaon and another Section-8Company Gandhi Research Foundation (GRF) Jalgaon. Both the entities are duly registeredwith the Ministry of corporate affairs as per the new CSR Rules came into the force inJanuary 2021. The CSR Report is attached as Annexure III to this report.

Please refer to the Corporate Social Responsibility Report and BusinessResponsibility and Sustainability Report for more details.

This year's Annual Report includes a Business Responsibility andSustainability Report (BRSR) on an experimental basis and next year when it is mandatorywe shall follow the regulations applicable.

3) Key Managerial Personnel Directors retiring and their background

a) Key Managerial Personnel

The following are KMP's of the Company for FY 22

Sr. Name of KMP's Designation
1) Shri. Ashok B. Jain Whole Time Director
2) Shri. Anil B. Jain Vice Chairman & Managing Director
3) Shri. Ajit B. Jain Joint Managing Director
4) Shri. Atul B. Jain Joint Managing Director & Chief Financial Officer
5) Shri. R.Swaminathan* Director-Executive
6) Shri. Avdhut Vasant Ghodgaonkar Company Secretary & Chief Compliance Officer

*Shri R Swaminathan resigned w.e.f. 08.06.2021

b) Retiring Directors

In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Ajit B Jain retire by rotation at the ensuing annualgeneral meeting. The Board of Directors on the recommendation of the Nomination andRemuneration ("NRC") Committee has recommended his re-appointment.

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

Shri Ajit B. Jain

Mr. Ajit B. Jain is BE (Mech) from Pune. He has worked as ManagingDirector of erstwhile Jain Plastics and Chemicals Limited (now part of the Company). Hejoined in 1984 and started his training in production and maintenance in the pipedivision. During the period from 1985-1990 he was in charge of establishing our new pipeproduction plant at Sendhwa (in the state of Madhya Pradesh in India). In 1993 he wasappointed as Director of the Company. He is Joint Managing Director of Jain IrrigationSystems Ltd Jalgaon (India) since 1998 and is responsible for the Micro IrrigationSystem pipe division as well as marketing of all plastic products including dripirrigation guidance for extension service and development of new applications andproducts.

He was appointed as Director with the overall responsibility of thepipe manufacturing plant at Jalgaon including production maintenance and marketing ofnew applications & products. He has technical background and has been largely involvedin adaption and development of drip irrigation concept in the Country. Besides overallproduction administration and marketing management responsibility he has also handled allIndia marketing function of Drip Irrigation and PVC pipe products PE and other specialitypipes and fittings all over the world. He has been involved with development of newapplications & products and adaptation of drip technology for Indian conditions aswell as technical integration of acquired entities in last few years. He has substantialauthority to oversee and implement the day to day operations of the Company as a JointManaging Director.

He is the honorary secretary of DRIPMA and an active member of NationalHorticulture Mission. He is also the Vice President of the Association for Improvement inProduction and Utilization of Banana (AIPUB). Ajit Jain has made a strong contribution tothe development of horticulture in the country with the promotion of water management toolof micro irrigation in general and banana in particular. He is instrumental in thepromotion of the Hi-tech Banana cultivation model the pioneer in production of bananaunder drip technology in the country. He has been propagating concept of precisionagriculture around the world.

C) Disclosures on Independence etc.

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

a) they meet the criteria of independence prescribed under the Act andthe 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 IndependentDirectors.

b) Appointment & Remuneration Policy for Directors Two Directorshave retired / resigned during FY22:

1) Mr. R Swaminathan (on attaining age of 70 years) resigned fromBoard on 08th June2021.

2) Mr. Uday Garg Nominee Director of Mandala CoInvestment Pvt. Ltd.resigned from the Board on 25th June 2021

4) Risk Management

The Company has a structured Risk Management Committee which comprisesof : Mr. Ghanshyam Dass as Chairman Mr. D.R. Mehta Ms. Radhika Dudhat Mr. BastianMohrmann Mr. Ajit Jain and Mr. Atul Jain. The Risk Management Committee has beenentrusted with the responsibility to assist the Board in:

a) overseeing and approving the Company's enterprise wide riskmanagement framework; and

b) ensuring that all material Strategic and Commercial including Cybersecurity Safety and Operations Compliance Control and Financial risks have beenidentified and assessed and adequate risk mitigations are in place to address theserisks. Further details on the Risk Management activities including the implementation ofrisk management policy key risks identified and their mitigations are covered inManagement Discussion and Analysis section which forms part of the Annual Report.

c) Framework designed to identify assess and mitigate risksappropriately.

During FY 2022 no formal mechanism was placed for risk mitigation. AChief Risk Officer (CRO) post shall be filled to address risk comprehensively.

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

For more details please refer to Business Responsibility andSustainability Report (BRSR) Sl.No. 24.

5) Internal Financial Controls ("IFC")

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

The Company has IFC framework commensurate with the size scale andcomplexity of its operations. The framework has been designed to provide reasonableassurance with respect to recording and providing reliable financial and operationalinformation complying with applicable laws and regulations safeguarding the assets fromunauthorized use executing transactions with proper authorization and ensuring compliancewith corporate policies formulated by Board or its sub committees. The controls based onthe prevailing business conditions and processes have been tested during the year and noreportable material weakness in the design or effectiveness was observed. The framework onIFC over Financial Reporting has been reviewed by the internal team and the statutoryauditors. The Company uses various IT platforms to keep the IFC framework robust. Thesystems standard operating procedures and controls are implemented by the management teamand are reviewed by the internal audit team whose findings and recommendations are placedbefore the Audit Committee.

a) Policies and processes adopted for orderly & efficient conductof business

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

b) Safeguarding of assets

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

c) Prevention and detection of fraud and errors

The Company has an internal audit department at each of itsmanufacturing location which conducts comprehensive audit of every single financialtransaction as well as reconciliation to accomplish control and to ensure prevention offraud which reviews depots/ other processes like purchase statutory compliancecollection foreign exchange taxation costing compliance accounting etc. The Company'smanagement information and accounting system also integrates internal control mechanism.

d) Accuracy and completeness of accounting records The Company hasin place fully integrated ERP system based on SAP software and its subsidiary's recordsalso get integrated while consolidating the same as per requirements of Law andregulations for the time being in force. ERP System encompasses authorization matrix andmaker / checker verification to ensure transparent and timely flow of information andrecording thus creating appropriate and conductive platform for effective control anddecision making. The accounting system has the provision for Audit trail and checkmechanism for use by various auditors.

e) Timely preparation of reliable financial information

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

f) Monitoring and Reporting

The Company has put in place a mechanism to monitor and reportexceptions on compliance requirements on enterprise wide level. Company has alreadyimplemented IT platform to capture non conformity and reporting to Chief ComplianceOfficer & Company Secretary who is mainly responsible for the monitoring control andreporting function. In case of non-compliance despite warnings thrown up in the system agradual system of remedial action warning punishment is laid down depending on gravityand level of non-compliance and deterrent is in place for noncompliance.

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

6) Board Evaluation Process

In terms of Section 178 of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Board has constitutedNomination & Remuneration Committee (NRC) with three Independent Directors and oneNon-Independent Director and an Independent Director being Chairperson of the Committee.

Board has evolved Company's policy for appointment and remunerationbased on qualifications positive attributes the details of which are laid out inAppointment & Remuneration Policy at https://www.primeinfobase.in/Pages/JISLJALEQS_POLICY.aspx?value=3cYDU7170mvM600MSHCcMw==

a) Board Evaluation

Pursuant to provisions of the Companies Act 2013 and sub Regulation(3) and (4) of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate meeting of Independent Directors was held to review theperformance of Chairperson and Executive Directors on 28th January 2022 via Audio visualmeans based on certain desired attributes: Director's Vision Business & IndustryKnowledge & Expertise Director's Business Commitment & Organizational LeadershipDirector's Engagement at the Board deliberations Integrity & Honesty etc.

The Nomination and Remuneration Committee has evolved the policy forperformance evaluation of Chairman Executive Directors Committee and the Board as wholeand updated the formats as per requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The evaluation of the Board as a whole was conducted inthe Board Meeting held on 30.05.2022 and subsequently completed as per the provisions ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015.

b) Criteria for evaluation of Board and its Committees

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

7) Familiarisation programme for Independent Directors (ID's)

The Board members are provided with necessary documents / brochuresreports and internal policies to enable them to familiarise with the Company's proceduresand practices. Periodic presentations are made at the Board and Committee meetings onbusiness and performance updates of the Company including Finance Sales Marketing of theCompany's major business segments practices relating to Human Resources overview ofbusiness operations of major subsidiaries global business environment business strategyand risks involved quarterly updates on relevant statutory regulatory changes andlandmark judicial pronouncements encompassing important laws are regularly circulated tothe Directors. Visit at headquarters is generally organized for the Independent Directorsto enable them to understand and get acquainted with the operations of the Company.However due to COVID-19 pandemic such visits were not organised during the financial year2021-22. Details of such familiarisation programmes for the Independent Directors areavailable on the website of the Company.

8) Vigil Mechanism

The Company has adopted a Whistle Blower Policy & Vigil Mechanismto provide a mechanism to all employees suppliers and vendors to report their concernabout suspected fraud or violation of Company's ethics policy code of conduct. The policyprovides direct access for all to Chairman of Audit Committee and it is affirmed that noperson of the Company has been denied access to the Audit Committee. The policy of vigilmechanism is available on the Company's website and web-link there to ishttps://www.primeinfobase.in/z_JISLJALEQS/ index.aspx?value=3cYDU7170mvM600MSHCcMw==

9) Fraud Reporting

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

10) Fixed Deposits

The Company has not accepted nor renewed any deposits from publicunder the Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014 includingamendments to the same. The Company had no unclaimed / overdue deposits as on 31st March2022.

11) Auditors

a) Statutory Auditors

Singhi & Co. Kolkata Chartered Accountants were appointed asStatutory Auditors of the Company for a term of 5 (five) consecutive years at the annualgeneral meeting held on 30th December2020. The Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

b) Cost Auditors

In accordance with the provisions of Section 148(1) of the Act readwith the Companies (Cost Records and Audit) Rules 2014 the Company has maintained costrecords.

Pursuant to the provision of the Section 148 of the Companies Act2013 the Board has appointed M/s. D. C. Dave & Co. Cost Accountants Mumbai as theCost Auditors for FY 2023. The Shareholders may approve the remuneration to be paid tothem for FY 2021-22.

c) Secretarial Auditor

The Board had appointed M/s V. Laxman and Co. firm of Company Secretaryin practice to conduct Secretarial Audit for the financial year 2023. The SecretarialAudit Report for the financial year ended March 31 2022 is annexed herewith and marked asAnnexure IX to this Report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.

d) PCS Certificate on Corporate Governance Report

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

12) Meetings of the Board & it's Committees

a) Board Meeting

Six Meetings of the Board of Directors were held during the year. Theparticulars of the meetings held and attended by each Director are detailed in theCorporate 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 theyear all the recommendations made by the Audit Committee were accepted by the Board. Fordetails 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 theCompany and mandated expenses in annexed at Annexure III.

d) Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of: Smt. Radhika Dudhat(Chairman) Shri H P Singh Ms.Nancy Barry and Shri Ashok B Jain has reviewed themanagerial remuneration for the year FY22. For details see Corporate Governance Reportannexed Annexure IV.

e) Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of: Shri NarendraJadhav (Chairman) Shri H P Singh and Shri Ajit B. Jain has appreciated management for itslow blemish/complaints record during the year. For details see Corporate Governance Reportannexed Annexure IV.

f) Risk Management Committee

The Risk Management Committee comprises of: Shri Ghanshyam Dass(Chairman) Shri. D.R. Mehta

Smt. Radhika Dudhat Shri. Bastiaan Mohrmann Shri. Ajit B. Jain andShri. Atul B Jain. The committee met on 12.02.2022 and reviewed the risk framework andmitigation measures. For details see Corporate Governance Report annexed Annexure IV.

g) Operations & Review Committee

The Operations & Review Committee comprises of : Shri. Anil B.Jain Shri. Ajit B. Jain Shri. Atul B. Jain have reviewed the operations for FY 2022. Fordetails see Corporate Governance Report annexed Annexure IV.

h) Sub Committee (RP)

The Sub Committee (RP) comprises of : Shri. Anil B. Jain Shri.Ghansham das Smt. Radhika Dudhat have reviewed the operations for FY 2022. For detailssee Corporate Governance Report annexed Annexure IV.

13) a) Particulars of Employees

As per provisions of Section 134 of the Companies Act 2013 only fourof the persons in employment of the Company have drawn remuneration in excess of '850000/- per month during the year under review or part thereof as per details in the AnnexureI 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 withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of the top ten employees (other thanKey Managerial Personnel's) in terms of net remuneration drawn and names and other areashandled by employees are given below :

Sr. Full Name Designation Area of Responsibility Net Salary of FY 202122 (in')
1) Kataria Anilkumar President Sales Domestic (South) 7242225
2) Jain Abhay Kantilal President Sales Domestic (Maharashtra) 6257600
3) Deshmukh Rajiv Bhalchandra Senior Vice President Banking 5161326
4) Peddapalli Ravi Senior Vice President SALES - MIP 4794340
5) Patil Kalyansing Baburao Exe. Senior Vice President Sales Tissue Culture 4689105
6) Desarda Dongarmal Inderchand Exe.Senior Vice President Indirect Tax 4196514
7) Nikam Vasant Lotan Vice President RR / IIS - Execution 4032792
8) Samdani Vijay Loknath Senior Vice President IT - Project 3800688
9) Kulkarni Dilip Narayan President Administration Sustainability and Strategic Relationship 3759250
10) Jain Jitendra Shrichand Exe. Senior Vice President Production Plastic Park 3402972

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

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

a) Individuals

Sr. Name of the Core Promoter's

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 Promoter's family members

1) Smt. Jyoti Ashok Jain

2) Arohi Ashok Jain

3) Aatman Ashok Jain (N/G Ashok B Jain)

4) Smt. Nisha A. Jain

5) Athang Anil Jain

6) Amoli Anil Jain

7) Ashuli Anil Jain

8) Smt. Shobhana Ajit Jain

9) Abhedya Ajit Jain

10) Abhang Ajit Jain

11) Dr. Bhavana Atul Jain

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

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

b) Corporate Entities

Sr. Name of Corporate Entity

1) Atlaz Technology Pvt. Ltd - Promoter Group

2) Cosmos Investment & Trading Pvt. Ltd. - Promoter Group

3) Jalgaon Investments Pvt. Ltd. - Promoter Group

4) Jain Brothers Industries Pvt. Ltd. - Promoter Group

5) JAF Products Private Ltd. - Promoter Group

6) Jain Extrusion &Moulding Pvt. Ltd. - Promoter Group

7) Jain Vanguard Polybutelene Ltd. - Promoter Group

8) Labh Subh Securities International Ltd. - Promoter Group

9) Pixel Point Pvt. Ltd. - Promoter Group

10) Stock & Securities India Pvt. Ltd. - Promoter Group

11) Timbron India Pvt. Ltd. - Promoter Group

12) Jain Rotfil Heaters Pvt. Ltd. - Promoter Group

13) Jain Eagro Com India Pvt. Ltd. - Promoter Group

14) Kantabai Bhavarlal Jain Family Knowledge Institute - Promoter Group

15) Gandhi Research Foundation - Promoter Group

16) Jain Investments & Finance BV Netherlands - Promoter Group

17) Jain Overseas Investment Ltd. Mauritius - Promoter Group

c) Trust Entities

Sr. Name of Trust Entity

1. Jain Family Holding Trust - Promoter Group

2. Jain Family Investment Trust - Promoter Group

3. Jain Family Enterprise Trust - Promoter Group

4. Jain Family Investment Management Trust - Promoter Group

5. Jain Family Trust - Promoter Group

E] Policies and Other Relevant Disclosures

a) Policies

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

Sr. Policy Web Link
1) Code of Conduct for Board Members & Senior Management etc.

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

2) Code for Prevention of Insider Trading

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

3) CSR Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

4) Whistle Blower Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

5) Policy for determining ‘Material' Subsidiaries

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

6) Risk Management Policy and Mitigation

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

7) Performance Evaluation Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

8) Policy on Materiality and Dealing with Related Party Transactions

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

9) Disclosure of Information Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

10) Appointment & Remuneration Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

11) Dividend Distribution Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

12) Policy for Prevention of Sexual Harassment at Workplace

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

13) Quality Environment Occupational Health & Safety Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

14) Policy on Presrvation of Documents

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

15) Centrallised Purchase Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

16) Anti-Bribery and Anti-Corruption Policy

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

17) Audit Committee Charter

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

b) Others
Sr. Policy Web Link
1) Famillarization Programme for Independent Directors

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

2) Media Agreements

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

3) Investors Handbook

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

4) Hierarchy of Escalation of Redressal of Investor Complaints

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

5) Terms and Conditions of Appointment of Independent Directors

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

6) Internal Audit Charter

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

7) Succession Planning

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

8) List of Senior Executives

https://www.primeinfobase.in/z_JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==

F] Disclosures about Environment Health and Safety Performance EnergyConservation Technology Absorption Research and Development Foreign Exchange Earningsand Outgo.

1) Environment Health and Safety Performance

The Company has implemented Quality Environment Occupational Healthand Safety Integrated Management System (IMS) with latest revision certifications and thesame is maintained with continued improvement at all locations. Some of the Environmentimprovements achieved in the manufacturing facilities are given below:

1) Stack height of 380 kVA D.G. of the MIS pipe increased for betterair pollution dispersion.

2) In the HDPE pipe plant a new mixer was installed to mix rawmaterials to avoid manual mixing. This also resulted in elimination of spillage and lossof raw material.

3) In PVC sheet plant water filtration systems were modified forextruder barrel vacuum discharge to minimize sludge in wastewater.

4) Tray provided between two spray tanks to prevent wastage of water inAlwar plant.

Some of the Health improvements achieved in the

manufacturing facilities are given below:

1) In the following sections fluorescent tube lights were replaced byLED lamps resulting in saving of energy consumption and increase in workplace lux level:Raw material mixing section of the PVC pipe PVC sheet production lines Injection moldingII plant and PC dripper plant.

2) Developed automation for operating multiple cooling towers as perrequirement on temperature base. This has also helped in reducing water & energyconsumption compared to previous periods.

3) Inhouse replacement units were made to eliminate use of hot airguns.

Some of the Safety improvements achieved in the manufacturingfacilities are given below:

1) Conveyors and lifters for pipes were installed on extruder lines toimprove ergonomic safety in the PVC pipe plant.

2) Three Head Filter slotting machine with dust collector systeminstalled for improving productivity and workplace environment casing pipe plant.

3) Efficient Exit / Emergency lamps Installed in all plants.

4) Pipe cleaning machine installed for two slotting machines tominimize human efforts and reduce accidents apart from resource conservation.

5) On two pipe slotting machines a pipe loading with belt conveyor isinstalled for pipe loading and unloading to reduce human efforts in the Casing pipe plant.

6) Cutters are fixed with safety guards to avoid unpleasant incidents.

7) New additional unloading raw material station with pressureconveying system installed. This will reduce raw material unloading time in the HDPE pipeplant.

8) Welded pipes from high volume welding machines are now conveyeddirectly in trolleys outside the plant by new conveyor belt. Due to this internal pipetrolley handling is eliminated and workplace safety is improved in the sprinkler pipeplant.

9) Auto dethreading molds were installed to reduce the man-machineinterface in the toolroom.

10) In the toolroom hot runner molds were manufactured to reduce therunner wastage.

11) 1 ton EOT installed at filter assembly to handle heavy filters.

12) Conveyor installed in the filter plant to convey and keep boxes atthe store on the first floor.

13) Mobile curtains were made to cover the welding area of the filterplant for improved workplace safety.

14) Online Socketing machine is installed on one machine to avoidmanual operation in the Hyderabad plant.

15) In Alwar plant all coilers are covered with HDPE pipe to avoidincidents from the coiler.

16) Additional first aid fire extinguishers installed in Alwar plant.

17) In the Injection Moulding Plant a conveyor/elevator for shiftingof raw material was installed eliminating manual handling.

18) Oil drum lifting trolley made inhouse such that only one person canshift the oil drum easily & make oil level in less time. Social distancing ismaintained as only one person can shift the oil drum.

19) Started using automatic runner cutters for enhanced operatorsafety.

20) Two step stools safe ladder with wheel and locking mechanism werepopularized in the Injection Molding plant.

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

a) Energy Conservation

i) Agri Park & Tissue Culture Energy and Water Conservation

To conserve energy during the tissue culture production day lightschedule of growth rooms has been changed. This helped us in reducing peak hour powerconsumption inturn lower electricity tariff. Besides it also helped in lower powerconsumption.

Washing of glass bottles used for the procution of tissue cultureplant is a high water consumption activity. To reduce water consumption use ofrecyclable plastic boxes was started to replace glass bottles. This resulted in tosignificant reduction in water consumption by tissue culture laboratory.

ii) Energy Park

1) Variable frequency drive (VFD) installed to effectively control theAir compressor to reduce the energy consumption.

2) Automatic Dusk to Dawn controller installed for the outdoorlightings to eliminate energy wastage.

iii) Plastic Park

In the following sections fluorescent tube lights were replaced by LEDlamps resulting in saving of energy consumption and increase in workplace lux level: Rawmaterial mixing section of the PVC pipe PVC sheet production lines Injection molding IIplant and PC dripper plant.

Developed automation for operating multiple cooling towers as perrequirement on temperature base. This has also helped in reducing water & energyconsumption compared to previous periods.

Inhouse replacement units were made to eliminate use of hot air guns.

b) Technology Absorption/up gradation

i) Agri Park & Tissue Culture

Use of plastic boxes in the place of glass bottles was adopted toreduce handling load and increase workers efficiency.

In the hardening of micropropagated plants a new technology ofbio-degradable pots produced by innovative machines was adopted. This machine producesbiodegradable pots of different sizes to grow various plants.

ii) Energy Park

A) Solar Photovoltaic Appliances

1) Software based quality testing adopted for logical PCBs of solarAgri. controllers and Sunlight pump controller.

2) Electrical distribution panels design and assembly started in house.

B) Integrated Fabrication:

1) PLC Controlled Wire Bending technology for Anchor & Stakes isadopted successfully for project requirements.

iii) Solar motor & pumps

1) Sensorless motor technology was implemented in the 2hp SunlightSolar pump.

2) In the 2hp Sunlight pump HMI touch button technology was implementedin place of push button.

3) Use of expanding mandrels is implemented for machining of Sunlightmotor stator machining on CNC.

4) Prototype development completed for

rewindable Submersible PMSM low-voltage and high-voltage motors for 1hpto 5hp range.

5) Prototype development completed for

sensorless BLDC motors of 0.5 and 2hp rating of surface pumps.

c) Research and Development

i) Agri Park & Tissue Culture

Field performance of tissue cultured guava has been successful thusorganisation has decided to start commercial production.

Process improvement in pomegranate rooting through research has beencommercialised. Growing of onions under controlled conditions for speed breeding has beenstandardised. This helped us in completing one breeding cycle in one year instead of twoyear breeding cycle.

ii) Plastic Park

a) Development of Plastic products with Antimicrobial characteristics -

Provision of safe and clean environment is very much essential fordaily routine work and this much more important in work places such as Hospital Schools& colleges restaurants & movie / theatre halls shopping malls public placesfood manufacturing facilities food storage and refrigeration rooms food transportingtrucks clinics pharmaceutical manufacturing facilities poultry & farms. Withincreasing concern for improving the hygienic conditions especially against the microbeswe have developed products with antimicrobial features. Solutions are available since longthrough use of silver copper and zinc in day to day life and with advent of variousorganics it is made much easier to have product with good antimicrobial characteristics.Special additives are added at compounding stage while manufacturing the products. Thisensures that the active component is present throughout the product. Active ingredientadded in the product for antimicrobial characteristics has negative impact on microbesthus making them to die on the surface. Product resists inhibits and prevents the growthof microbes. When the microbes comes in contact with the product surface and

contaminates proprietary additives in the product acts against themicrobes. The active ingredient combines with Bacterial proteins in the cell & cellwall and damages the protein and cell membrane. Protein damage results in damages ofessential function such as energy production. Through cell membrane damage structuralintegrity is affected which results in leakage of essential nutrients and ultimatelycatastrophic structural failure. Antimicrobial additives generates reactive oxygen onsurface and this inturn damages the internal system of the microbes.Once the geneticmaterial of the microbes is disrupted its replication is stopped by blocking the copyingof their genetic material. At this point the product is more hygienic for the end user.

Special additives were incorporated in the product for antimicrobialfeatures and the product was tested and validated at an independent laboratory and thereduction of microbes count up to 99.99% has been achieved.

b) Polyethylene tubing with anti root intrusion feature

Root intrusion of polyethylene tubes with Emitting devices ( drippers)has been one of the many problems occurring in the field which affects the plant growth.If the root of the plant intrudes into the drippers it may either partially or at timescompletely inhibit the outflow of water from the drippers into the plant root. End resultof this phenomena is starvation of plants and ultimately the plant would die. There aresome mechanisms or methods available to tackle this root intrusion and at JISL we followeda unique approach where the dripper is made with a special recipe by special compoundingtechnique. The dripper was then assembled through a special process and then used for thetube extrusion. Processing parameters completely overhauled for the smooth assembly of theEmitter with the antiroot characteristics and then processed to make the Emitting tube.Product has been subjected to rigorous in-house testing and validation and so far morethan two sessions have been completed and encouraging results in the form root intrusionabsence was observed. With some more fine tuning and product validation this product withRoot intrusion deterrent will offer a better for the farmers for the crops which pose thethreat of its root intrusion into the Emitter in the field.

iii) Energy Park

A) Solar Photovoltaic Module

1) Design & development of 400 Wp High Power PV modules with MonoPERC solar cells have been completed & a trial production batch of 100 Kwp has beenproduced.

2) Design & development of 8 Wp PV modules in 5 volt have beencompleted for RTU units & the trial production batch of 450 nos has been produced.

B) Solar motor & pumps:

1) Sensorless motor technology was implemented in the 2hp SunlightSolar pump.

2) In the 2hp Sunlight pump HMI touch button technology was implementedin place of push button.

3) Use of expanding mandrels is implemented for machining of Sunlightmotor stator machining on CNC.

4) Prototype development completed for rewindable Submersible PMSMlow-voltage and high-voltage motors for 1 hp to 5hp range.

5) Prototype development completed for sensorless BLDC motors of 0.5and 2hp rating of surface pumps.

C) Solar Photovoltaic Appliances

1) Developed LED Growth light of 600W for Tissue Culture application.Next version of 300W with modular enclosure design is under development.

2) Cost and size reduction of BLDC motor based solar pump controller iscomplete by enclosure redesign.

3) Forced cooling introduced in AC motor based solar pump controllerand is under testing. This has reduced the size weight and effectively the cost of thecontroller.

4) New Irriconnect series agriculture controller with advance wirelessis released for production.

5) Emergency Exit Signage with LED light during power failuredeveloped.

6) Dusk to Dawn controller for high mask light developed and released.

7) Smart LED solar Street light is developed and released toproduction.

3) Foreign Exchange Earnings and Outgo

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

(Amount ' Mn)

C. I. F. Value of Imports Expenditure and Earnings of Foreign Currency 2021-22 2020-21
CIF value of imports Raw materials and components and Stores and Spares 1211.66 1006.27
Capital goods 15.99 65.04
Total 1227.65 1071.31
Expenditure in foreign currency (on accrual basis)
Interest and finance charges 87.68 159.38
Discount / commission on export sales 38.63 4.54
Export selling / market development expenses 0.94 24.93
C. I. F. Value of Imports Expenditure and Earnings of Foreign Currency 2021-22 2020-21
Travelling expenses 1.70 9.62
Law and legal / professional consultancy expenses 20.05 113.06
Testing quality and other charges 11.15 12.73
Total 160.15 324.26
Earnings in foreign currency
FOB value of exports (on the basis of bill of lading) 3715.11 2521.16
Total 3715.11 2521.16

b) Material Changes & Commitment affecting the Financial Positionof the Company

There are no material changes affecting the financial position of theCompany subsequent to the close of the Financial Year 2022 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 BankruptcyCode 2016.

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

G]Mandated Annexures

1) Corporate Governance Report

The Company constantly endeavors to follow the corporate governanceguidelines and best practices sincerely and disclose the same transparently. The Board isconscious of its inherent responsibility to disclose timely and accurate informationregarding the Company's operations performance material corporate events as well as onthe leadership and governance matters relating to the Company.

The Board at all times exercises its independence both in letter andin spirit and the Directors fully understand their fiduciary duties. The Directors havealways 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 competentleadership team for the management of the business. The Board guides supports andcompliments the Management team towards achieving the set objectives to make theenterprise more sustainable and valuable in the future.

A separate Corporate Governance Report is attached as Annexure IVforming part of Director's Report in terms SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A Certificate from Practicing Company Secretaryconfirming compliance of Corporate Governance disclosures and requirements and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is also attachedtogether with CEO Certificate/declaration.

2) Management Discussion and Analysis Report (MDAR)

As per the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate Management Discussion & Analysis is givenelsewhere 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 bythe Company during FY 2022 are given at Annexure VI.

4) Consolidated Financial Statements

Consolidated Financial Statements are prepared in accordance withIND-AS and form part of the Annual Report. Pursuant to Section 129 (3) of the Act astatement in Form AOC-1 annexed at Annexure II containing the salient features ofthe financial statements of the subsidiary companies are attached to the FinancialStatements Annexure II. The financial statements will also be kept open for inspection byany Member at the Registered Office of the Company. In terms of requirement of theCompanies Act 2013 the financial statements of the Company consolidated financialstatements 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 itsfuture prospects subject to contingent Liabilities as mentioned in the notes forming partof the Financial Statements.

6) Secretarial Standards

The Company has followed during year under review the applicableSecretarial Standards i.e. SS-1 and SS- 2 relating to 'Meetings of the Board ofDirectors' and 'General Meetings' respectively.

7) Extract of Annual Return of FY 2020-2021

As provided under Section 92 (3) of the Companies Act 2013 theextract of Annual Return in form MGT - 7 is available on https://www.primeinfobase.in/zJISLJALEQS/files/Form MGT 7 JISL 2021.pdf.

8) Directors Remuneration

The information pursuant to Section 197 of the Companies Act 2013 readwith 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 withRelated Parties were on arm's length basis in compliance with the applicable provision ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 although except Subsidiaries where Transfer Pricing arrangements are inplace complying with regulations in country of operation no fresh RPT or material RPT hasbeen entered into by Company. The Company has transactions with subsidiaries in ordinarycourse of the business for some of the export-import related transactions for detailsrefer Annexure VIII.

There are no "materially significant" Related PartyTransactions entered into by the Company with Promoters Directors KMP's which may havepotential conflict with the interest of the Company. All Related Party Transactions areplaced 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 theCompany for its approval. The Audit Committee also reviews on quarterly basis all RelatedParty Transactions during the quarter whether or not previously approved. The Company hasadopted Policy on Materiality and dealing with Related Party Transactions. The policyapproved by the Board is available on Company's website and web-link thereto ishttps://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 andDisclosure Requirements) Regulations 2015 the Business Responsibility &Sustainability Report (BRR) describing the initiatives undertaken by the Company from anenvironmental social and governance perspective in the prescribed format and as per newNational Voluntary Guidelines (NVG) is annexed as Annexure X and also hosted on theCompany's website www.jains.com.

H) Miscellaneous

a) Acknowledgement

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

Sd/- Sd/-
Anil B. Jain Ajit B. Jain
Vice Chairman and Managing Director Joint Managing Director
Date : 30th August 2022
Place : Jalgaon

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