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Jain Irrigation Systems Ltd.

BSE: 500219 Sector: Industrials
NSE: JISLJALEQS ISIN Code: INE175A01038
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OPEN 37.95
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VOLUME 505013
52-Week high 40.50
52-Week low 12.65
P/E
Mkt Cap.(Rs cr) 1,871
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jain Irrigation Systems Ltd. (JISLJALEQS) - Director Report

Company director report

To

The Members

The Company has just gone through the worst possible year in its history whererevenues in India almost halved and losses have mounted. The Lenders have signed an InterCreditor Agreement (ICA) and the Resolution Plan in terms of RBI circulars is in finalstages of the approval process. The Company has faced liquidity challenges as workingcapital froze or was brought down and cash and carry allowed business to function inIndia. Finally the COVID19 related Lockdown meant closure of plants in peak quarter of thebusiness of the Company. However despite the challenges the Company is afloat due toefforts put in by all its stakeholders.

1)Financial Highlights

Rs. in Million (except EPS)

Particulars 2019-20 2018-19
Domestic Sales & Services 16787 39593
Export Sales & Services 2550 4422
Other Operating Income 251 413
Sub Total 19588 44428
Other Income 816 1180
Total Income 20404 45608
Operating Profit (1969) 8054
Interest and Finance Charges 3995 3099
Depreciation and Amortisation 1590 1726
Profit before taxation and exceptional items (7554) 3229
Profit/(loss) before tax (7554) 3229
Provision for Tax
Current Tax Provision - 606
Deferred Tax Asset/(Liability) 2471 278
Profit for the year before Prior Period Expenses (5083) 2345
Prior Period Items-Income/ (Expenses) - -
Profit for the year (5083) 2345
Earnings per Share (`)
Basic (9.86) 4.55
Diluted (9.86) 4.55

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

Standalone

Total revenue from operations for the FY 20 was Rs. 1958.8 crores as against Rs.4442.8 crores of FY 19 a reduction in growth by 55.9%. Raw material consumption for FY20 was Rs. 1103.9 crores as against Rs. 2496.5 crores of FY 19. Employee cost hasdecreased marginally for FY 20 to Rs. 300.8 crores from Rs. 319.8 crores of FY 19. FinanceCosts for FY 20 were recorded at Rs. 399.5 crores as against Rs. 309.9 crores of FY 19net loss for the FY 20 was recorded at Rs. 508.3 crores as against profit of Rs. 234.5crores of FY 19.

Consolidated

Re venue from operations for FY 20Rs.was 6215.8 crores as against Rs. 8576.9 croresfor FY 19 showing reduction in growth by 27.5%. Total raw material consumption wasrecorded at Rs. 3499.9 crores for FY 20 as against Rs. 4595.8 crores of FY 19. Employeecost was Rs. 984.5 crores for FY 20 as against Rs. 968.8 crores of FY 19. The finance costfor FY 20 was recorded atRs. 688.1 crores as against Rs. 513.7 crores of FY 19. The Netloss for FY 20 was Rs. 715.1 crores as against profit ofRs. 293.1 crores of FY 19.

3) (a) Dividend Distribution Policy

The Company has adopted the Dividend

Policy with respect to SEBI notification dated 8th July 2016 and thedetailed policy is available on our websitehttp://www.nseprimeir.com/z-JISLJALEQS/files/JISL- Dividend-Policy.pdf.

(b) Dividend

The Directors in their meeting heldst on July312020 have not recommended toshareholders a Dividend on Ordinary and DVR Equity Shares of Rs. 2.00 each in view oflosses for the for year ended 31st March 2020:

4) Capacity Expansion and Capital Expenditure

The Company has continued its pre-decided growth/ maintenance capex. The followingtable shows the capex incurred for maintenance capex and capacity expansion implementedduring the year and the resultant capacity addition in FY 2020

Segment Name Unit Addition in Capacity for FY 2020 Capex FY 2020
( Rs. in Million)
MIS Ton 2680 644
Plastic Division Ton - 165
Tissue Culture Nos. - 151
HO - - 590
Total 2680 1550

5)Credit Ratings:

a) CARE Rating Limited downgraded the Bank Facilities Rating of the Company during theyear under review.

Facilities Amount (Rs. Crore) Ratings Rating Action
Long Term Bank Facilities 783.20 * CARE D (Single D) Revised from CARE B+;Stable
- Term Loans (Single B Plus ; Outlook:Stable)
Long Term Bank Facilities 1650.00 * CARE D (Single D) Revised from CARE B+;Stable
- Working capital (Single B Plus ; Outlook:Stable)
Short Term Bank Facilities 2220.00 * CARE D (Single D) Revised from CARE A4 (A Four)

Total Facilities Rs. 4653.20 (Rupees Four Thousand Six Hundred Fifty Three crores andTwenty Lacs only)

* Company is undergoing restructuring and a resolution plan is subjected to creditrating.

b) India Ratings & Research Private Limited (a Fitch Group Company) downgraded thecredit ratings of the Company as follows.

Instrument Type Size of Issue Rating/Rating Rating Action Watch Historical Rating/ Outlook as on 23rd August 2019
(Rs. in billion)
Fund based working capital limits 15.50 IND D Downgraded off RWN IND BB/RWN
Non fund based working capital limits 17.35 IND D Downgraded off RWN IND BB/ RWN /INDA+3/ RWN
Term loan 3.46 IND D Downgraded off RWN IND BB/ RWN /INDA+4/ RWN
Proposed term loan 1.5 IND D Downgraded off RWN IND BB/RWN

6) Debt Restructuring Plan

The Company's Lenders in India have signed an Inter Creditor Agreement on 6thJuly 2019 and have undertaken the exercise of restructuring the debt of the Company.Considering the total debt of the Company and its scalability of operations in the presentscenario portion of the debt is carved out as unsustainable debt. This debt restructuringwill help the Company in terms of deferment of payments to lenders an increase in theliquidity and also reduction in the finance cost to an extent. The Company expects thedebt resolution plan shall be finalized soon after all processes related to the same arecompleted including internal approvals from lenders.. This DRP will help the Company toovercome its present liquidity issues and has resulted in change in the business model ofthe Company. Company has changed its business model and has reduced its focus ongovernment linked business and is changing its credit policies to improve cash flows.Company is also engaged in various cost optimization initiatives which shall bear visibleresults once operations reach normalcy in the last quarter of the current fiscalyearsubject to improvement in pandemic linked slowed down economy.

Company will remain engaged on value monetization initiatives once the situationbecomes normal to get appropriate value to achieve its objective of de-leveraging.

Company wants to ensure that it shall not get into a current situation again and has tode-risk it's business model to achieve improvedperformanceandsignificant for allstakeholder especially shareholders. Company will be looking at changing itsOrganizational structure as well as bringing in new talent.

Also the Company has initiated discussions with bond holders for restructuring of theUSD 200 mn bonds raised in JITBV The Netherland. This will also help the Company tomaintain liquidity in the overseas business and sail through the overall slowdown in theglobal economy due to pandemic.

7) Other Major Developments during FY 2020

Jain Farm Fresh Foods Limited

The Company attained revenues of Rs. 7428 million in FY 2020 as against Rs. 8201million for FY 2019 a decrease of 9.4%. The earnings before depreciation interest costand income tax was Rs. 375 million for FY 2020 as against Rs. 1911 million for FY 2019.Loss from ordinary activities before tax was recorded at Rs. 1049 million for FY 2020 asagainst profitRs. 731 million for FY 2019. Net loss for the period was Rs. 706 million forFY 2020 as against Rs. 545 million for FY 2019.

The Company recorded consolidated revenue of Rs. 18612 million for FY 2020 as againstRs. 18444 of FY 2019 an increase of 1.0% YoY. The earnings before depreciation interestcost and income tax was Rs. 972 million for FY 2020 as against Rs. 2165 million for FY2019. The Finance Cost for FY 2020 was Rs. 1293 million as against Rs. 1032 million inFY 2019 an increase of 25%. Loss before tax for the Company for FY 2020 was Rs. 1176million as against profitRs. 491 million of FY 2019. Net loss for FY 2020 was Rs. 906million as against profit ofRs. 346 million of FY 2019.

Sustainable Agro-Commercial Finance Limited (SAFL)

SAFL is focusing its activities on farm and farmer only and operates in the rural &semi-urban geographies of currently has 67 branches operating across the states ofMaharashtra Karnataka and Madhya Pradesh. During the year 2019-20 SAFL's performancedetails are as follows:

During the year 2019-20 SAFL made a Net profitafter depreciation of Rs. 8.82 Crores andhas net worth is Rs. 169.17 Crores.

Highlights for the year ended 31st March 2020:

Sr. No. Particulars Nos. (Customers) Amount (Rs. in Crores)
1 Applications received 535 29.9
2 Sanctions accorded 458 25.1
3 Disbursements effected 415 16.5
4 Loans outstanding 12469 259.6
5 Repayment received -- 95.5

8) List of A wards/ Recognition – Financial Year 2019-20

The Company has received the following awards and accolades during the fiscal 2020.

Sr.No. Year Name & Nature of Award/ Honour Instituted by Given by Nature or Citation of Award Received by
01 2019 Star Performer- 2016-2017 (Western Region) EEPC India (Formerly Engineering Export Promotion Council) - Ministry of Commerce and Industry Govt. of India) Sudhir Mungatiwar HonRs.ble Minister of Finance & Planning and Forests Govt of Maharashtra Star Performer award 2014-15 - Other Agricultural or Forestry Machinery and Parts Thereof Large Enterprise. B. N. Misal
02 2019 Udyogratna Uttar Maharashtra Khandesh Vikas Mandal Kalyan Gulabrao Patil Minister of State for Co-operation Maharashtra State Increased the employment opportunities to the local people as well as sons of the soil. Jain Irrigation is continuing the progress to help farmers by following the legacy and work culture of Dr. Bhavarlalji Jain. Ashok Jain
03 2019 Global CEO Award 2018 Indian Council of Food and Agriculture P. Sadasivam Hon. Governor of Kerala in the presence of Suresh Prabhu (Central Minister of Commerce and Industries) Dr. H. P. Singh
04 2019 Best Management Award Government of Andhra Pradesh Hon. Chandrababu Naidu C.M. Andhra Pradesh Sameer Sharma
05 2020 Jivan Sadhana Gaurav - Life time achivement Award 2020 National Banana Research Centre Indian Council for Agriculture Research (ICAR) Dr. A.K. Singh Dy. Director ICAR "India has reached the number one banana production in the world today due to the remarkable work done by Bhavarlal Jain in the field of banana production processing and contract farming in the last 40 years." K. B. Patil Dr. Anil B. Patil Dr. A. K. Singh Dr. S. Narayan

9) Other major developments post March 2020

COVID -19 IMPACT

Details information can viewed on http://jisl.co.

Recent broad-basing and restructuring of committees of Board

The Company is also undertaking an exercise of changing its governance mechanism byfirst broad basing its

Board of Directors and diversifying its mandatory committee structure to make decisionmaking more effective and aligned to the recent regulatory framework changes and goodgovernance practices. The Board of Directors is responsible for ensuring soundperformance profitability and sustainability. We believe with these changes the Boardwill be able to provide effective and timely guidance to management and achieve theturnaround. Accordingly more Independent Directors have been appointed on the Board. TheBoard is confident that this broad basing of the Board and diversification will add to thepresent efficiency of the

Board and help the Company to recuperate its glory in a short span post Resolution Planimplementation.

10) Particulars of Employees

As per provisions of Section 134 of the Companies Act 2013 only four of the persons inemployment of the Company have drawn remuneration in excess of Rs. 850000/- per monthduring the year under review or part thereof as per details in the Annexure I tothis report.

11) The Operations of Subsidiaries (SPV's)

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

Operating Subsidiaries

Inform ation on operations and performance of subsidiaries is covered in the sectionMANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report at Annexure V.

12) Employee Stock Option Plan (ESOP)

i) JISL Employees ESOP Trust :

On r ecommendation of Nomination and Committee the Board of Directors in their meetingheld on 13th August 2018 established a Private Trust named as "JISLEmployees ESOP Trust" for acquisition of Equity Shares of the Company from thesecondary market in the name of Trust. The details of Trustees are as follows:

1) IDBI Trusteeship Services Limited

2) Aaron Solomon Solicitor

3) Snehal Walvalkar FCA

4) Jayant M Thakur CA

ii) JISL ESOP 2011

[i] A description of each ESOP that existed at any time during the year including thegeneral terms and conditions of each ESOP including:

Sr. No. 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 Vestingrequirements Not yet granted
4 Exercise price or pricing formula To be decided
5 Maximum term of options granted To be decided
6 Source of shares (primary secondary or combination) Primary/ secondary or combination
7 Variation in terms of options None

[ii] Option movement during the

Sr. No. Particulars ESOP 2011
1 Number of options outstanding at the beginning of the period -
2 Number of options granted during the FY 2020 -
3 Number of options forfeited / lapsed during the FY 2020 -
4 Number of options vested during the FY 2020 -
5 Number of options exercised during the FY 2020 -
6 Number of shares arising as a result of exercise of options -
7 Money realized by exercise of options (Rs.) if scheme is implemented directly by Company -
8 Loan repaid by the Trust during the year from exercise price received -
9 Number of options outstanding at the end of the year -
10 Number of options exercisable at the end of the year -

iii) Details related to the Trust

(a) General information on all schemes

Sr. No. Particulars Details
1 Name of the Trust JISL Employees ESOP's Trust
2 Details of the Trustee(s) 1) IDBI Trusteeship Services Limited
2) Mr. Aaron Solomon Solicitor
3) Mrs. Snehal Walvalkar FCA
4) Jayant M Thakur CA
3 Amount of loan disbursed by Company/ any Company in the group during the year Rs. 66412943.58
4 Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year Rs. 66412943.58
5 Amount of loan if any taken from any other source for which Company / any Company in the group has provided any security or guarantee NIL
6 Any other contribution made to the Trust during the year NIL

(b) Movement of Shares during the year under review

Sr. No. Particulars Details
1 Number of Shares 1896429
2 Held at the beginning of the year FY 20 515283
3 Acquired during the year FY 20 1381146
4 Sold during the year NIL
5 Transferred to the employees during the year Granted but not vested 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 ninety six Thousand four Hundred &twenty nine) Ordinary Equity Shares of the Company from the Secondary market in the lasttwo years.

13) Material Developments in Human Resource

We continue to bring to life and nurture the guiding principles laid down by ourFounding Chairman. The far reaching impact of those profound and insightful principles canbe seen in the positive words and actions of our associates. Inspired by these eternalconcepts numerous projects that incentivize real performance are being executed across thesupervisory and managerial cadre of the Company. We have also incorporated a flexi jobscheme to ensure that each individual member of our skilled and unskilled workforce feelscomfortable at the workplace. The organization also helps them and other stakeholdersfulfill their aspirations and responsibilities in the following manner:

Associate Engagement

We continue to evolve innovative training and performance incentivizing schemes thatwork in tandem with our high performance and flexible production systems. The flexi jobapproach provides our operational workforce an opportunity to explore and acquire multipleskills. This also helps manages stress levels through job rotation. The antidote alsoalleviates the fatigue normally associated with continuously running processes. Our workculture promotes trust organizational commitment and pleasure associated with a job welldone while helping associates balance efforts required to achieve a goal. Transparencyalso is a value practiced at Jain Irrigation. A huge meeting of all our Associates in allcadres was arranged at Jain Hills. The financial position of the Company and way ahead wasshared with them with figures. It was an interactive session and questions of theAssociates were answered by the Key Manegerial Personnel's. 6000+ Associates attended themeeting which was followed by a sumptuous lunch. The whole meeting was conductedpeacefully and the Associates attending the meeting expressed a great trust in themanagement.

Family Support / Medical Support

Durin g the year 13 associates availed of the facility use our large and well-equippedmulti-purpose hall in Jalgaon city at nominal charge to host up to 500 people at familyfunctions like marriages. We also continue to provide financial support to peoplesuffering from a wide range of chronic ailments like infertility ophthalmic andorthopedic disorders etc.

Children's Educational Development

In line with our belief in that the youth are the future of a nation we covered 205children studying in the 7th to 10th standards under the"Vidyarthi Utkarsh Abhiyan". This program focuses on the academic & culturaldevelopment of these children. In addition we also organized a 8 day residential campaimed at developing the overall personality of 100 children at Anubhuti InternationalSchool campus.

Prevention of Sexual Harassment

The Company has already adopted and put in place a policy on prevention prohibitionand redressal of sexual harassment at workplace according to the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules thereunder. The Company stands committed to providing equal opportunities foremployment irrespective of the candidate's race caste sex religion colour andnationality among others. All the employees are treated in dignified manner and theCompany maintains a work atmosphere free of sexual harassment whether physical verbal orpsychological. The committee consists of Ms. Kalyani Moharir (Chairperson) Ms. RajashriPatil Ms. Sulabha Joshi Ms. Ankita Pradeep Surana Dr. Aruj Singh Mr. Vijay SinghPatil and Mr. P. S Naik. A sensitization workshop was conducted during the year underreview by the Company to spread awareness about prevention of sexual harassment.

Social Involvement

The Company also organized blood donation camps at periodic intervals for blood banksoperating in the area. These programs were conducted through the year at various locationssuch as Plastic Park and Agri Park at Jalgaon (Maharashtra) Food park at Chittoor (AndhraPradesh) & Padra (Vadodara – Gujrat) Plastic Park at Hyderabad (Telangana)Alwar (Rajasthan) & Udumalpet (Tamil Nadu). A total of 549 units of blood weredonated. A series of Eye Camps were organized in collaboration with Kantai Netralaya invarious villages in Jalgaon Maharashtra. Cataract surgeries were carried out free ofcharge for patients identified at these camps. In collaboration with the Zilla Parishadadministration under the National Child Safety program 13 surgeries were conducted atKantai Netralaya on 25th September 2019 for children in classes 1 to 10 for conditionslike cataract squint etc.

World Bee Day was celebrated on 20th May 2019 to celebrate the contributionof these invaluable helpers. In addition to marking World No Tobacco Day on 31st May 2019we also carried out activities to encourage people to give up alcohol. The InternationalDay of Yoga was celebrated with gusto across our various locations on 21st June2018. On 29th Jun 2019 in collaboration with the B&K foundation a posterexhibition was organized to raise awareness amongst children on water conservation.Educational supplies were also provided to needy students through local activists on 30thJune 2019. To celebrate the World Environment Day on 5th July 2019 over 500 saplings weredistributed. JISL associates participated in a rally to highlight "Water is LifeLife is Water". On 24th November 2019 associates participated in theKhandesh Run 2019 to raise awareness on a healthy lifestyle. A medical emergency kit toprevent immediate death due to heart disease was also provided to 600 associates whotravel frequently. With the aim of empowering employees an upgradation project for HR IMSsystems was launched. The system will allow associates to easily access their HR relatedinformation bring increased transparency to the system. A workshop was organized fortraining the concerned staff members on the latest developments in the web based systemfor EPF.

Emergency services such as fire engines and ambulances were provided in and around eachmanufacturing site across the country whenever required to deal with situations like roadaccidents.

Training

T raining is a continuous process to sharpen performance/skills of associates and itcontinues at all our locations of the Company all the time. The brief about location andprogram-wise training is as under:

Associates Training 2019-20

Location In House Training Orientation External Institute Total no of partici- pants Total Man Hours
No. of participants Duration (Hours) No. of participants Duration (Hours) No. of participants Duration (Hours)
Jain Plastic Park Jalgaon 6901 29749 12 480 38 763 6951 30992
Jain Green Energy Park Jalgaon 1045 2118 1 40 3 35 1049 2193
Jain Tissue Culture Park Jalgaon 1348 2712 1 40 1 21 1350 2773
Jain Agri Park Jalgaon 509 1079 2 80 - - 511 1159
Jain Plastic Park Hyderabad 579 1544 1 40 - - 580 1584
Jain Plastic Park 597 2164 - - - - 597 2164
Alwar
Jain Plastic Park Udumalpet 205 513 - - - - 205 513
JFFFL Jalgaon 4353 17389 6 240 7 77 4366 17706
JFFFL Chittoor-I & II 584 2263 - - - - 584 2263
JFFFL Vadodara 937 1838 - - - - 937 1838
-Total 17058 61369 23 920 49 896 17130 63185

Exhaustive courses were organized to foster a sense of responsibility and enhance focuson high performance delivery. Apart from the onsite orientation programs few associatesof the managerial & supervisory cadre were nominated for external trainings seminars& workshops with the objective of core & multi skill set development.

Behavioral & soft skill programs along with nomination for technical courses wasdone during the year as a routine exercise. The total of 63185 man-days were devoted totraining of 17130 participants during the year under review. The associates werenominated from across functions with the objective of multi skill set development.

Workforce strength & recruitment

Giv en the Company's rapid growth recruitment on-going process where we strive toidentify select and appoint the right people for the job at hand. This also includesrecruitment of Managers Engineering Graduates and Post Graduates from institutes likeIIMs IIFT IITs agricultural universities and colleges through campus placements. Wewere also able to successfully acquire talented people through walk in interviews held atshort notice. New associates are selected on basis of merit potential compatibility withthe organizational culture. The strength of the Company in terms of man power has reached8722 on 31st March 2020 after gross addition of 568 during F.Y. 2019-20.

Total Associates as on 31st March 2020 for JISL 8722
Total Associates as on 31st March 2020 for JFFFL 1685
Gross Addition during 2019-2020 for JISL 360
Gross Addition during 2019-2020 for JFFFL 208

14) Remuneration Policy

The Company has adopted revised Appointment and Remuneration Policy for ExecutiveDirectors Independent Directors and KMP's made effective w.e.f. 1st April2019 pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the same is available on our website at-http://www.nseprimeir. com/z-JISLJALEQS/files/JISL-APPOINTMENT-AND-REMUNERATION-POLICY.pdf .

15) Corporate Social Responsibility & Sustainability brief

Sustainability Reporting

Comp any has followed its biennial cycle as sustainability reporting is concerned. Atthe same time following Company's spirit to achieve highest quality in whatever we do itwas decided that in order to bring highest level of transparency we will prepare forcomprehensive type-II assurance for our sustainability report. Therefore during the lastcycle (2016-18) we had engaged the third party assurer but did not conclude the report. Wehave implemented the recommendations from assurer to achieve the highest level ofverification and we will now publish our 2020 sustainability report along with the AnnualReport of FY 19-20. Our upcoming sustainability report will be prepared as per GRIstandards will be available on our website http://jains. com/

Climate change mitigation at a glance

Comp any is committed to protect the environment impacts of climate change. We areamong very few organizations in the country that have incorporated GHG accounting andmitigation actions in their management systems and got it certified from third party. FY2020 was sixth year of our carbon accounting and certification. account and report on ourcomplete Scope 1 and Scope an 2 GHG emissions and removals and selective Scope 3emissions.

We have implemented and registered renewable energy and energy efficiency projects togenerate green energy and mitigate climate change. Some of these projects are alsoregistered under Clean Development Mechanism (CDM) of United Nations Convention on ClimateChange (UNFCCC). All our registered CDM Projects have potential to generate 30000 pluscarbon credits per annum. Out of the registered CDM projects solar and biogas based powergeneration projects are also registered under

Renewable Energy Certificate (REC) Scheme.

Corporate Social Responsibility

The Company has a comprehensive Policy in place the identified CSR Programme andprojects. Review of the CSR policy is conducted annually under the guidance of the CSRcommittee. The CSR Committee of the Company has approved to carry out CSR activities onits own and also through the two Trust/Foundations namely Bhavarlal and Kantabai JainMultipurpose Foundation (BKJMF) Trust Jalgaon and another Section-8 Company GandhiResearch Foundation (GRF) Jalgaon. The CSR Report is attached as Annexure III tothis report. Please refer to the corporate social responsibility report and businessresponsibility report for more details.

16) Directors Appointment/ Directors retiring and their background

The year under review saw no changes to the Directors ("Board") howeverafter the year 4 Directors (2 Additional Directors and 2 Nominee Directors) 4 far asDirectors retiring at the ensuing AGM whose background is given in following paragraphs.

Dir ctors retiring and their background

All Independent Directors have given declaration that they continue to meet thecriteria for independence as laid down under Section 149 (6) of the Companies Act 2013and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Shri Ajit B. Jain retires by rotation as per the Act 2013 and being eligible offershimself for reappointment at the ensuing Annual General Meeting. The brief background ofretiring director is as follows:

Shri Ajit B. Jain

Shri Ajit B. Jain is a Mechanical Engineer. As a he joined the organization in 1998. Hewas designated as Chief Operating Officer of the Company in 2002. He has handled manyresponsibilities in the Company such as Business Unit Head of Micro Irrigation DivisionSolar Pumping Division Tissue Culture Division as Head of product development & newapplication Micro Irrigation piping and Solar Pumping Systems development andadaptation of drip technology for new crops and integration with major irrigation leadingintegration of acquired entities.

Appointment

Based on approval of Board of Directors and to Section 161 (1) and Section 161 (3) ofCompanies Act 2013 the following directors are appointed as Additional/NomineeDirectors

Dr . Narendra Jadhav

Dr . Narendra Jadhav is an Indian national (born in Dr Jadhav currently a Member ofParliament Rajya Sabha-Nominated has had a long and outstanding professional careerspanning more than four decades in public service. Some of the distinguished positionsheld by Dr Jadhav with distinction include Member Planning Commission Member NationalAdvisory Council (NAC) Vice- Chancellor of University of Pune and the Chief EconomistReserve Bank of India.

EDUCATION:

• Ph.D in Economics Indiana University USA; 1986 with a record Grade PointAverage (GPA).

- Received Award for Outstanding Contribution to Economic Theory for the Ph.Ddissertation in 1986 and Honored with the Best International Student Award by IndianaUniversity USA in 1983.

- Recipient of 4 Honorary D. Litt degrees from 4 different State Universities MA(Economics) University of Bombay 1975. Awarded degree with First Class - Specializationin Mathematical Economics and Econometrics.

• B.Sc (Statistics & Economics) University of Bombay1973 Passed in FirstClass with Distinction - Specialization in Statistics & Economics.

PROFESSIONAL PROFILE: a) Current Assignments a) Member of Parliament (Rajya Sabha– Nominated) b) Distinguished Professor Council for Social Development (CSD) NewDelhi c) Emeritus Professor of Public Policy - MIT School of Government Pune. d)Chairman RBI History Advisory Committee -Reserve Bank of India Mumbai e) Member National Committee on wide Celebration of 125th Birth Anniversary of Dr. B.R.Ambedkar. (Chairman: Prime Minister Shri Narendra Modi) f) Chairman Committee onPreparation of Perspective Plan for Higher Education in Maharashtra Government ofMaharashtra. g) Independent Director i. Tata Teleservices (TTSL) Ltd. ii. SustainableAgro- Commercial Finance (SAFL) Ltd. Mumbai.

Ms. Nancy Barry

Nancy Barry is currently the President and CEO of NBA Enterprise Solutions to Poverty(ESP) since 2006. ESP has worked with over 150 companies banks and emerging enterprisesin major emerging markets to build profitable inclusive growth strategies which engagemillions of low-income people as suppliers pursuant distributors and consumers buildingtheir income and assets. Deep engagement and results with companies and banks in IndiaChina Kenya Mexico Colombia and Peru.

She has Strong emphasis on agribusiness and inclusive agri-finance. In India with tenleading agribusinesses . built the Action Platform to Create Shared Value in Agribusinessin India. Over 70 leading companies and banks were engaged between 2012 and 2018 incompany actions collaborations and joint initiatives geared to creating shared value withsmall farmers through value chain development inputs and advice and financial services.She has strong knowhow and engagement on retail distribution channels for consumer goodsinsurance and B2B products with Exito Bimbo FEMSA P&G in Latin America. Nancyjoined the World Bank as a Young Professional and became the global Division Chief forIndustry globally. She has held managerial positions in industry trade finance andpublic sector management in Latin America and South Asia. She went on to become the CEOfor Women's World Bank in 1990 where she led major expansion in performance innovationand impact expansion of microfinance by specialized institutions and banks in the WWBnetwork from 20000 clients in 1990 to 23 million clients in 2006 in over 40 countriesof Asia Latin America Africa the Middle East and Eastern Europe. The aggregate globalportfolio of WWB network members grew to over US$8 billion with loan sizes averagingUS$400 Mn.

Education

? HarvardUniversity.MasterofBusinessAdministration 1975

? Stanford University. Bachelor of Economics 1971

PROFESSIONAL PROFILE

? Global Division Chief - World Bank USA 1975 - 1990

? President and CEO Women's World Banking—1990 to 2006

? President and CEO NBA Enterprise Solutions to Poverty—2006 to present

Honours

? Harvard Business School. The Social Impact Award at SEI 20th Anniversary2014

? Harvard 100 Most Influential Alumni Award 2007

? US News and World Report's America's Twenty Best Leaders Award 2006

? Harvard Business School Club of New York Leadership Award 2006

? Financial Women's Association Public Service Woman of the Year 2006

? Harvard Business School Achievement Award 2005

? Forbes Top 100 World's Most Powerful Women 2004 and 2005

? Kellogg-McKinsey Award for Distinguished Leadership 2004

? Forbes Trailblazer Award 2002

Mr . Mukul Sarkar

Muku l Sarkar is a Graduate [B.Tech] in Engineering from Indian Institute ofTechnology Kharagpur and an MBA from Indian Institute of Management Calcutta. He hasover 30 years of experience in Indian financial sector mainly in the area of investmentbanking corporate banking trade finance and risk management. He is presently the ChiefGeneral Manager and Chief Risk Officer of Export-Import Bank of India (Exim Bank). He wasearlier Group Head of Exim Bank's Project Exports Group Corporate Banking Group and SMEBusiness Group. Mr. Sarkar spent three years in Milan Italy as Head of Exim Bank'soperations in Western Europe. He has vast experience in trade finance overseas investmentfinance export credit buyer's credit and project finance. and the risk Prior to joiningExim Bank Mr. Sarkar worked in SBI Capital Markets Ltd in investment banking. He has alsoserved on the Board of many Indian companies e.g. Natco Pharma Welspun Corp StridesPharma TCG Lifesciences Ltd. Mr. Sarkar has also consulting experience as he has servedas Managing Director & CEO of GPCL Consulting Services Ltd a consulting firm promotedby Exim Bank.

Mr . Uday Garg

Uda y Garg founded Mandala Capital in 2008 and since been dedicated exclusively todeveloping the business with a focus on the Food and Agribusiness sector. Since firm'sinceptionthe Mr. Garg has been involved in all areas of the business and was instrumentalin developing its strategy and vision as well as raising the current funds undermanagement. He sits on the Boards of portfolio companies and manages the relationshipswith the firm's partners and stakeholders.

The inspiration behind food and agriculture as a sector focus stems from the influenceof Mr. Garg's late grandfather Mr. B.R. Barwale who founded Mahyco India's leading seedcompany in 1964. Mr. Barwale was a recipient of the World Food Prize in 1998 and has beenwidely recognized as a leader in the agriculture world with a keen business sense and adeep connection to the Indian farming community. Prior to Mandala Capital Mr. Garg workedat Altima Partners (London) focusing on private investments in global Emerging Marketsacross sectors (including Agribusiness). Mr. Garg began his career in the InvestmentBanking division of Deutsche Bank (New York) followed by Portfolio Manager roles atAmaranth Advisors (Connecticut) and Duet Group (London). Mr. Garg holds a B.S. inEconomics from the Wharton School of the University of Pennsylvania with a concentrationin Finance.

17) Names of Key Managerial Person's

Name Designation
Shri. Ashok B. Jain Chairman
Shri. Anil B. Jain Vice Chairman & Managing Director
Shri. Ajit B. Jain Joint Managing Director
Shri. Atul B. Jain Joint managing director & CFO
Shri. R. Swaminathan Executive Director
Shri. Avdhut V. Company Secretary & Chief
Ghodgaonkar Compliance Officer

18) Internal Financial Controls ("IFC")

The Board of Directors of the Company are responsible for ensuring that InternalFinancial Controls have been laid down in the Company and that such controls are adequateand operating effectively. The foundation of Internal Financial Controls (‘IFC') liesin the Code of Conduct of the Company policies and procedures adopted by the Managementcorporate strategies annual business planning process management reviews managementsystem certifications management framework.

The Company has IFC framework commensurate with the size scale and complexity of itsoperations. The framework has been designed to provide reasonable assurance with respectto recording and providing reliable financial and operational information complying withapplicable laws and regulations safeguarding the assets from unauthorized use executingtransactions with proper authorization and ensuring compliance has with corporate policiesformulated by Board or its sub committees. The controls based on the prevailing businessconditions and processes have been tested during the year by an independent agency and noreportable material weakness in the design or effectiveness was observed. The framework onIFC over Financial Reporting has been reviewed by the independent agency and 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 conduct of business

The Company has formalized various policies at Board level to ensure ethical orderlytimely flexible and efficient conduct and control of business in all its divisionsnamely Micro- sprinkler irrigation PVC & PE piping systems Tissue CultureGreenhouses bio fertilizers and green energy products besides processing of foods andvegetables through its subsidiary JFFFL.

b) Safeguarding of assets

The Company has evolved efficient mechanism for the safeguarding of its assets whethertangible or intangible assets and property with self-control or third parties funds orsecurities and negotiable instruments employee associates. Besides providing for safetyhousekeeping and security of the assets the Assets are adequately insured againstperils/happenings etc.

c) Prevention and detection of fraud and errors

The Company has an internal audit department at each of its manufacturing locationwhich conducts comprehensive audit of every single financial transaction as well asreconciliation to accomplish control and to ensure prevention of fraud and is aided by an"external" internal audit which reviews not only manufacturing locations butalso depots/ other processes like purchase statutory compliance collection foreignexchange taxation costing compliance accounting etc. The Company's managementinformation and accounting system also integrates internal control mechanism.

d) Accuracy and completeness of accounting records

The Company has in place fully integrated system based on SAP software and itssubsidiary's records also get integrated while consolidating the same as per requirementsof Law and regulations for the time being in force. ERP System encompasses authorizationmatrix and maker / checker verification to ensure transparent and timely flow ofinformation and recording thus creating appropriate and conductive platform for effectivecontrol and decision making. The accounting system has the provision for Audit trail andcheck mechanism for use by various auditors.

e) Timely preparation of reliable financial information

The Company has a robust and efficient for timely preparation of reliable financialinformation within given timelines and has a track record of submitting informationwithout any delay to relevant authorities.

f) Monitoring and reporting

The Company has put in place a mechanism to monitor and report exceptions on compliancerequirements on an enterprise wide level. Company has already implemented an IT platformto capture non conformity and reporting to Chief Compliance Officer & CompanySecretary who is mainly responsible for the monitoring control and reporting function. Incase of non-compliance despite warnings thrown up in the system a gradual system ofremedial action warning punishment is laid down depending on gravity and level ofnon-compliance and deterrent is in place for non- compliance.

19) Corporate Governance Report

The Company constantly endeavors to follow corporate governance guidelines and bestpractices sincerely and disclose the same transparently. The effective Board is consciousof its inherent responsibility to disclose timely and accurate information regarding theCompany's operations performance material corporate events as well as on the leadershipand governance matters relating to the Company.

The Board at all times exercises its independence both in letter and in spirit andthe Directors fully understand their the best interest of the Company and will continue todo so in the future. It is equally important to state that the Company has a professionaland competent leadership team for the management of the business. The Board guidessupports and compliments the Management team towards achieving the set objectives to makethe enterprise more sustainable and valuable in the future. A separate CorporateGovernance Report is attached as Annexure IV forming part of Director's Report interms SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015. A Certificate from Statutory Auditors confirming compliance ofCorporate Governance

ERP code and SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 is also attached together with CEOCertificate/declaration.

20) Management Discussion and Analysis Report (MDAR)

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

21) Particulars of Loans Guarantees or Investments by the Company

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

22) Consolidated Financial Statements

Conso lidated Financial Statements are prepared accordance with IND-AS and form part ofthe Annual Report. Pursuant to Section 129 (3) of the Act a statement in Form AOC-1containing the salient features of the financial statements of the subsidiary companiesare attached to the Financial Statements. The financial statements will also be kept openfor inspection by any Member at the Registered Office of the Company. terms of requirementof the Companies Act 2013 the financial statements of the Company consolidated financialstatements along with relevant documents are available on the website of the Company.

23) Significant Material orders passed by the Regulators/ Court/ Tribunals

There are no material orders or judgments the Regulators/ Court/ Tribunals which wouldimpact the ‘going concern' status of the Company or its future prospects subject tocontingent Liabilities as mentioned in the notes forming part of the Financial Statements.

24) Director's Responsibility Statement

In accordance with the provisions of Section 134 (3) the Companies Act 2013 yourDirectors state that: i) In the preparation of the 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 policiesare selected and applied consistently and are reasonable; prudent judgments and estimateswere made so as to give a true and fair view of the state of affairs of the Company as at31st March 2020 and of the loss of the Company for the year ended 31stMarch 2020; iii) The Directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv) The Directors had prepared the annual accounts for the FY ending31st March 2020 on a ‘going concern basis' and; v) The Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively. vi) The Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

25) Extract of Annual Return

As pr ovided under Section 92 (3) of the Companies 2013 the extract of Annual Returnin form MGT – 9 is annexed as Annexure VII.

26) Governance Disclosers

Policy for Performance Evaluation

In terms of Section 178 of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Board has constituted Nomination &Remuneration Committee (NRC) with three Independent Directors and one Non-IndependentDirector and an Independent Director being Chairman of the Committee. Board has evolvedCompany's policy for appointment and remuneration based on qualifications positiveattributes the details of which are laid out in Appointment & Remuneration Policy athttp://www.nseprimeir. com/z-JISLJALEQS/files/JISL-APPOINTMENT-AND-REMUNERATION-POLICY.pdf

Boar d Evaluation

Pursu ant to provisions of the Companies Act byand sub Regulation (3) and (4) ofRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate meeting of Independent Directors was held to review the performance ofChairperson Executive Directors and the Board as a whole on 30th September 2019 atJalgaon.

The Nomination and Remuneration Committee has evolved the policy for performanceevaluation of Executive Directors Independent Directors Board Sub- Committees and theBoard as whole and updated the formats as per requirements of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The evaluation of the Board as a wholewas conducted in the Board Meeting held on 30.09.2019 as per the provisions of theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

Criteria for evaluation of Board and its Committees

S.N. Particulars Parameters for evaluation
1 Board Board composition and structure; effectiveness of Board processes information and functioning etc.
2 Committees composition of Committees effectiveness of Committee meetings etc.
3 Act Individual Directors Whether Director possesses adequate experience in industry/ business/ profession and is knowledgeable to give dispassionate advice Diligently executes all responsibilities and actions delegated to him/ her contribution to the Board and Committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.
4 Chairman Whether the Chairman leads the Board effectively whether the Chairman ensure participation of all members in the Board deliberations Whether Chairman guides the Board /Management on key issues to be brought up to the Board for deliberations whether the Chairman enhances the Company's image in dealing with major stakeholders

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

The Company has arranged for visit of Directors at head quarters and new plantsincluding overseas to make the ID's aware of their roles; rights and responsibilities inthe Company as well as the industry in which the Company operates; business model of theCompany and also their role in governance. All Directors are aware about Company and arealways updated through site visits about new developments or through Board presentations.

28) Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a mechanism to allemployees to report their concern about suspected fraud or violation of Company's ethicspolicy code of conduct. The policy provides direct access for employees to Chairman ofAudit Committee and it is affirmed that no associate of the Company has been denied accessto the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite and web-link there to is http://www.nseprimeir. com/z- pdf.

29) Fraud Reporting

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

30) Directors Remuneration

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

31) Contracts or arrangements with related parties

The Contracts and Arrangements entered into the year with Related Parties were on arm'slength basis in compliance with the applicable provision of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 although exceptSubsidiaries where Transfer Pricing arrangements are in place complying with regulationsin country of operation no fresh RPT has been entered into. The Company has transactionswith subsidiaries in ordinary course of the business for some of the export-import relatedtransactions for details refer Annexure IX.

There are no "materially significant" Related Party Transactions entered intoby the Companyom all sides. with Promoters Directors KMP's which may have potentialconflict with the interest of the Company. All Related Party Transactions are placedbefore the Audit Committee which Comprises of Mr. Ghanshyam Dass Mr. H P Singh Smt.Radhika Pereira (being the ID's) of the Company for its approval. The Audit Committee alsoreviews on quarterly basis all Related Party Transactions during the quarter whether ornot previously approved. The Company has adopted Policy on Materiality and dealing withRelated Party Transactions. The policy approved by the Board is available on Company'swebsite and web-link thereto is http://www.nseprimeir.com/z-JISLJALEQS/files/Policy-on-Materiality-and- Dealing- with- Related- Party-Transactions.pdf.

32) Environment Health and Safety performance

The Company has implemented Quality Environment Occupational Health and SafetyIntegrated Management

System (IMS) with latest revision certifications and the same is maintained withcontinued improvement at all locations including Jalgaon Hyderabad Alwar plants andinstallation and servicing project sites. Some of the Environment Health and safetyimprovements achieved in the manufacturing facilities are given below:

• Integrated vibratory feeders from available resources on L42 and this has helpedin reduction of dripper spillage and resource conservation in dripline plant of •Provision of vertical manifold for utility pump filter helped in ease of operation andimproving safe working condition in dripline plant.

• Provision of ladder for safe operation and maintenance of gravimetric blendersin dripline plant

• Provision of work platform at conair gravimetric blender system on 8 machinesfor safe operation and maintenance in driptape plant.

• Introduction of an online microhole detection system in thin wall tubing helpedoperators for timely action and reduction in rejection and resource conservation.

• Design of all I/M plant related corrugated boxes have been optimized based onweight carrying capacity & stacking requirements. Wherever boxes need to be manuallyhandled weight restrictions of 15-16kg gross weight have been implemented by selectingappropriate box SKU. This has resulted in natural during resource conservation by savingpaper.

• Developed ladder with workplace safety features for hopper loading of rawmaterial in IM-II plant for Armour 260 / 350 machines & in IM -1 plant for VT seriesmachines.

• Installation & commissioning of electric hoist done in addition to HOT inone row of higher size I/M machine & M/M area resulting in reduced operator fatigue& faster mould change-over time on machine.

• In MIS Pipe plant for Mixer no. 1 2 & 3 the path from hot mixer to coldmixer and cold mixer to compound hopper is modified to minimise dust in the workplace.

• In the filter plant additional safety guard provided in hydraulic testing testsetup Cage Provided in fr hydraulictestingsetuptocoverfilter

• In the filter manufacturing section EOT installed handling heavy filters whichhas helped in reducing the time required for loading/unloading of jobs and safety inmaterial handling.

• Provision of mechanical winch in smart clean jumbo filter product for safety inmaintenance at customer end.

• In PVC Sheet Plant Line No 07 and Line No 08 material conveying system Installedand started to eliminate manual intervention for improvement in operation ergonomics.

• In HDPE plant on machine number 1 automatic material mixing and conveying systemis developed. This has saved manpower minimised material spillage and human error.

• In house ladders are developed for joining bigger diameter lead pipes to avoidaccidental risk.

• Lifting arrangement is done on machine number 1 for lifting heavy gasket andmetal ring for vacuum tank to avoid accidental risk.

• Automatic material feeding system is developed on PVC corrugator lines. This hassaved manpower and minimised dust in the mixing section.

• Auto liquid dosing pump is installed to feed the liquid stabilizer in the mixereliminating the spillage and manual handling in casing plant.

• For COVID-19 various preventive measures have been implemented which includedfollowing of good hygiene practices social distancing use of mask thermal screeningprovision of Hand wash facilities footwear sole sanitisation hand sanitiser dispenserSpraying and fogging of disinfectant dissemination of information through postersnotices circulars audio/ video media to increase awareness of associates and regularmonitoring of the same.

33) Fixed Deposits

The Company has not accepted nor renewed deposits from public under the Companies Act2013 and Companies (Acceptance of Deposits) Rules 2014 including amendments to the same.The Company had no unclaimed / overdue deposits as on 31st March 2020.

34) Auditors

a) Statutory Audit

The A uditor's Report of Statutory Auditors Company Haribhakti and Company LLPMumbai for FY 2019-20 does not contain any qualification reservation adverse remark.The Statutory Auditors of the Company shall retire pursuant to completing their tenure ofappointment(s) as per the applicable provisions of the Companies Act 2013. The AuditCommittee has recommended to the Board after interaction with shortlisted firms to appointSinghi and Co Chartered Accountants Kolkata as the Statutory Auditors of the Companyand Board has accepted the recommendation of the Audit Committee and made therecommendation to the Members of the Company in AGM to be held soon. The said firmfurnished a certificate under proviso to Section 139(1) for read with conditionsprescribed under Section 141 of the Companies Act 2013 being eligible to be so appointedfor the FY 2020-21. the Directors therefore recommend to Members in AGM to appointStatutory Auditors.

b) Cost Audit

Pursu ant to the provision of the Section 148 Companies Act 2013 the Board hasappointed M/s. D. C. Dave & Co. Cost Accountants Mumbai as the Cost Auditors for FY2020. The Shareholders may approve the remuneration to be paid to them for FY 2019-20.

c) Secretarial Audit

Pursuant to Section 204 of Companies Act 2013 and rules made thereunder the Companyhas appointed M/s V. Laxman and Co. firm of Company Secretary in practice to conductSecretarial Audit of the Company for FY 2021. The report of the Secretarial Audit FY 2020in form MR-3 is annexed as Annexure X. The Secretarial Audit report does notcontain any qualification reservation adverse remarks.

35) Promoters Group for the purposes of SEBI (Substantial Acquisition of Shares andTakeover) Regulations 2011

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

A) Individuals

Sr. No. Name of Promoter

1) Shri. Bhavarlal H. Jain

(deceased)

2) Shri. Ashok B. Jain

3) Smt. Jyoti Ashok Jain

4) Arohi Ashok Jain

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

6) Shri. Anil B. Jain

Smt. Nisha A. Jain

8) Athang Anil Jain

9) Amoli Anil Jain

10) Ashuli Anil Jain

11) Shri. Ajit B. Jain

12) Smt. Shobhana Ajit Jain

13) Abhedya Ajit Jain

14) Abhang Ajit Jain

15) Shri. Atul B. Jain

16) Dr. Bhavana Atul Jain

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

B) Corporate Entities

Sr. No. Name of Corporate Entity

1) Atlaz Technology Pvt. Ltd

2) Cosmos Investment & Trading Pvt. Ltd.

3) Jalgaon Investments Pvt. Ltd.

4) Jain Brothers Industries Pvt. Ltd.

5) JAF Products Private Ltd.

6) Jain Extrusion &Moulding Pvt. Ltd.

7) Jain Vanguard Polybutelene Ltd.

8) Labh Subh Securities International Ltd.

9) Pixel Point Pvt. Ltd.

10) Stock & Securities India Pvt. Ltd.

11) Timbron India Pvt. Ltd.

12) Jain Rot-l Heaters Pvt. Ltd.

13) Jain Eagro Com India Pvt. Ltd.

14) Kantabai Bhavarlal Jain Family

Knowledge Institute

15) Gandhi Research Foundation

16) Jain Investments & Finance BV Netherlands

17) Jain Overseas Investment Ltd. Mauritius

C)Trust Entities

Sr. No. Name of Trust Entity

1) Jain Family Holding Trust

2) Jain Family Investment Trust

3) Jain Family Enterprise Trust

4) Jain Family Investment Management Trust

5) Jain Family Trust

36) Business Responsibility Report

Pursu ant to Regulation 34 (2) (f) of the SEBI Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report (BRR) describing the initiativesundertaken by the Company from an environmental social and governance perspective in theprescribed format and as per new National Voluntary Guidelines (NVG) is annexed as AnnexureXI and also hosted on the Company's website www.jains.com.

37) Particulars of Energy Conservation Technology Absorption Research andDevelopment Foreign Exchange Earnings and Outgo.

A] Energy Conservation 2019 20

The company has implemented an energy management system as per ISO 50001. During thisperiod the energy management system ISO 50001:2011 certification is upgraded to ISO50001:2018 at Jalgaon location. Some of the energy related improvements done in themanufacturing facilities are given below:

AC Drive installed on five extruder machines Water Bath for 2.2 kw vacuum pump whichreduced energy consumption by about 32300 KWh per year in casing pipe plant.

AC Drive installed for Air compressor 1250L & E-37 which reduced energy consumptionby about 31800 KWh per year in casing pipe plant.

PPI make close coupled vacuum pumps Installed on five extruders which reduces energyconsumption by about 29600 KWh per year in casing pipe plant.

Provision of additional unloading feeder for same grade raw material unloading at siloresulted in reduction of dry run and hence energy saving of about 5% in the driplineplant.

Modificationin turbo slim extrusion line no.81 for getting higher line speed therebysaving energy of about 10%.

The Tube lights were replaced by LED lights saving around 32472 Kwh per year in Driptape Plant.

In injection moulding plant Hot Runner/multi cavity

Moulds developed for sleeve for hammer 5022 & 5035 Mini sprinkler Nozzle bearingthereby resulting in increase of productivity reduction in energy consumption withelimination of recycling material.

Developed automation for operating multiple cooling towers as per requirement ontemperature base. This has helped in reducing water & energy consumption compared tothe previous period.

Chiller water circulation pump is controlled by VFD & during idle period ofchiller pump is operated with reduced frequency. This results in considerable energysaving for all 3 chillers.

Servo drive successfully installed on 5 IM machines.

Energy consumption monitored for 5 retrofitted IM machines for 1 year. Before retrofitment energy consumption was 1.26 unit/kg. After retro fitment it is 0.486unit/kg.

In PVC sheet Plant on Line No 7 existing DC Motor & DC Drive Replaced by AC Motorand AC drive to reduce Process wastage and also achieved energy 10892 kwh energy saving inannum.

Energy Park

1. Solar Photovoltaic Module plant Solar Motors with Pump & Solar PhotovoltaicAppliances operations are integrated in single building to utilize common utility.

2. Solar Photovoltaic Module plant Air Conditioning area is reduced to reduce theenergy consumption and lighting load.

3. In the new integrated layout Air Conditioners load used in motor plants are reducedto 5T from 22T to reduce energy consumption.

4. Solar Motor & Pump testing time of pump set reduced to one hour from six hoursconsidering the reduction of in process failure of Pump sets. This also reduces thecooling tower load from 13.5HP to 6 HP.

5. Solar fabrication activity utilization of high Consuming operation mainly SandBlasting Press Brake Shearing and welding machine is schedule as per time zones whereelectric power is at low rate available.

B] Technology Absorption/up gradation

Energy Park

Solar Photovoltaic Module

1. Existing stringers have been modified for adoption of big size 157 x 157 mm ofhigher Power solar cells

2. Adoption of sliver less copper ribbon for inter connections of solar cells has beenImplemented to reduce cost

Solar Photovoltaic Appliances

1. NewLGABGA&0402packagesizecomplexassembly of electronics SMD components&validation of 300Wp PV module introduced in the assembly of new Irrigation controllermanufacturing.

C] Research and Development

Plastic Park-

HDPE pipes are used for wide variety of From water transportation to waste waterchemicals hazardous wastes leachate compressed gases oils slurries etc. Its lightweight characteristics flexibility even at low temperature resistivity towardschemicals non-corrosion makes it an ideal candidate for extremely tough and highlydemanding application. HDPE is replacing metal GI Ductile Iron and concrete pipes fortransportation of effluents sewage corrosive chemicals and sludge etc. The demand forHDPE pipe in higher diameter is very high especially for desalination industry /application. With the higher demand as well as in the process of identifying newapplication for ease of operation higher product life higher cost to performance ratioattempt has been made to develop and offer HDPE pipe in diameter 2000 mm & 2500 mm.Extrusion of HDPE with such an high diameter meant for high pressure application isextremely tricky and difficult task. When HDPE pipe having diameter 2000 mm and 2500 mm isextruded maintaining uniform wall thickness around the circumference is very important.The thickness of such large diameter is about 100 mm and 118 mm and due to this higherthickness there will be a phenomenon known as sagging during the extrusion process.Because of gravity molten polymeric mass will tend to flow towards the bottom of theextrusion die and hence thickness of such a high wall thickness higher diameter pipe isalways higher compared to top side of the pipe extruded. Mere adjustment of die gap andprocess temperature of the die will not address the problem of sagging. Material selectionwith proper viscosity number molecular weight distribution and molecular weight of theHDPE used design of the tool sets – die mandrel & calibrator design of vacuumtanks / cooling tanks for maintaining the shape and cooling of molten mass and otherdownstream equipment's play a Powervital role. HDPE being poor in conducting heatcooling the pipe of thickness 100 & 118 mm was a big challenge and this was addressedthrough an innovative cooling mechanism adopted during the extrusion process. AfterExtensive trials processing conditions and grade of HDPE were established for extrusionof HDPE pipe in diameter 2000 and 2500 mm. With the in – house development ofextrusion downstream machineries & processing methodology we are the only Indianmanufacture who could produce such a higher diameter pipes with wall thickness variationas minimum as possible which is a quite unique achievement as far as the process qualityand capability is concerned.

Energy Park

A) Solar Photovoltaic Module

1. Design verification with 66 cells has been completed and product is released formass production.

2. Design and development of 14Wp PV modules with black color back sheet and Glassfilled PET material frame suitable for Agriculture controller operation.

.

B) Solar motor & pumps:

1. Upgrading of 0.5hp Sunlight solar pump – Power and sensor connections sealingimprovement frame design etc.

2. Prototype development of 2hp Sunlight solar pump – First prototype of plumpestis assembled and testing is in progress.

3. Prototype development of 5hp AC submersible motor for solar pumping- First prototypedeveloped. Design modifications are under progress.

4. New Lead cable connector development for submersible motor Design modified prototypegot developed and lab tested.

C) Solar Photovoltaic Appliances

1. New Irriconnect series agriculture controller with advance wireless and ultra-lowpower technology adopted in new development.

2. Universal Solar Pump Controller - First prototype is developed. Testing anddevelopment of firmware is in progress. 5HP AC induction motor has been derivedsuccessfully.

3. LED Growth light of 600W for Tissue Culture development is in progress.

4. Cost and size reduction of BLDC motor based solar pump controller is in progress.Cost reduction will not compromise the product quality and specifications. It will beachieved by the size and weight reduction.

5. Solar pump controller for PMSM (Permanent Magnet Synchronous Motor) sine wave motorcontroller is developed with the same electronics hardware of AC induction motorcontroller. Testing on various motors is in progress.

6. Smart LED Street light is complete and soon will be released to production.

38) Foreign Exchange Earnings and Outgo

The for eign exchange earnings & outgo are as per hereunder:

(Amount Rs. Mn)

C. I. F. Value of Imports 2019-20 2018-19
Expenditure and Earnings of Foreign Currency
CIF value of imports Raw materials and components and Stores and Spares 872.63 4669.53
Capital goods 248.13 653.64
Total 1120.76 5323.17
Expenditure in foreign currency (on accrual basis)
Interest and finance charges 194.4 701.82
Discount / commission on export sales 19.44 28.23
Export selling / market development expenses 1.17 162.42
Travelling expenses 17.32 22.90
Law and legal / professional consultancy expenses 30.13 24.14
Testing quality and other charges 13.73 28.72
Total 276.2 968.23
Earnings in foreign currency
FOB value of exports (on the basis of bill of lading) 2329.15 3958.71
Total 2329.15 3958.71

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

Ther e are no material changes affecting the position of the Company subsequent to theclose of the Financial Year 2020 till the date of this report except the temporaryliquidity issues due to delayed realisation of debtors specially for Government andProjects and the Resolution Plan is in final stages of approval with Lenders under the RBIGuidelines/Circulars for debt restructuring.

40) Acknowledgement

The Directors take this opportunity to place their appreciation of whole heartedsupport received from all stakeholders customers and the various departments of Centraland State Governments Financial Institutions Bankers the Dealers and Suppliers of theCompany. The Directors wish to place on record their sense of appreciation for the devotedservices of all the associates of the Company.

.