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Jain Irrigation Systems Ltd.
 
March 2015

BOARD'S REPORT

TO

THE MEMBERS,

The Directors present their report on the financial performance, business and operations of the Company for the year ended 31st March, 2015.

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

The revenue including operating income increased from Rs. 41,775 Million in FY14 to Rs. 42,770 Million in Financial Year 2015, reflecting an increase of 2.4%, due to increased contribution by Onion Dehydration segment by 38%, Fruit processing by 18.2%, Tissue Culture by 18.2% and MIS by 6.9% on a YoY basis.

The Hi-Tech Agri Irrigation Input Products segment reported a 3.8% growth at Rs. 27,175 Million in FY 2015, against Rs. 26,175 Million in FY 2014. The Industrial products division grew at a slightly better 3.9% in FY 2015 reporting revenue at Rs.13,977 Million in FY 2015 against Rs. 13,449 Million in FY 2014. The Green Energy products de-grew 28.5%, due to conscious management decision to concentrate on cash flow rather than revenue growth, and reported revenue of the Rs.1,266 Million as against Rs.1,770 Million for FY 2014.

The Company has changed the method of depreciation as per the related provision of Companies Act, 2013, which is now based on useful life of assets.

The Company has adjusted deferred tax of Rs. 151 Million due to certain exemptions/ non-taxable income under Income Tax Act, 1961, like incentives from Government under mega project, exemptions for renewable energy & food business, deduction for R&D etc. available to the Company. Hence, the PAT of Rs. 494 Million in FY 2015 is higher than the PBT Rs. 349 Million in FY 2014.

3. Dividend and Transfer to Reserves

The Directors propose to shareholders a Dividend on Ordinary and DVR Equity Shares of Rs. 2 each, (details as follows) involving an outlay of Rs. 231 Million to all eligible shareholders, and Rs. 47 Million of Dividend Distribution Tax, for year ended 31st March, 2015:

6. Capacity Expansion and Capital Expenditure

The Company has continued its already pre-decided growth/ maintenance capex, and the following table gives the capex incurred for maintenance capex and capacity expansion implemented during the year, and the resultant capacity addition in FY 2015:

. Other Major Developments During FY 2015

a) Key Managerial Personnel

During the year under review the Company has designated the following personnel as key managerial person under Section 203, of the Companies Act, 2013 read with Section 2 (51)

b) Sustainable Agro-Commercial Finance Limited (SAFL)

The Company's subsidiary SAFL, has ceased to be a subsidiary w.e.f. March 31st, 2015. A brief on said associate entity's operations are as under:-Recently, in end of March 2015, Mandala Capital Ltd, (and funds managed by it) an agri business focused private equity fund, has invested in SAFL to the extent of 20% of the total equity capital. The current equity subscription is Rs. 1,200 Million, with the Company holding 49%, Promoter Group (Jain Family) holding 21°%, Mandala Capital holding 20% while IFC holds 10% equity share capital. SAFL is focusing its activities on as agri lending only, and operates in the rural & semi urban geographies of India. SAFL's launch is a new milestone in the thinly populated space of private sector financing of agriculture. SAFL finances products which result in increased farm productivity and improvement in income of farmers. The lending is in the nature of asset financing and registered mortgage on the agricultural land holding is obtained as collateral Security as a general rule. During the year 2014-15, SAFL's performance details are as follows:

9. Other Major Developments Post March 2015 Postal Ballot

The Board is in process of obtaining Shareholders' approval u/s 180 (1) (a) of the Companies Act, 2013 via Postal Ballot, for sale of Indian Food business to its effective Wholly Owned Subsidiary, Jain Farm Fresh Food Limited (JFFFL), for a consideration in the range of Rs. 4,000 Million to 6,000 Million, subject to working capital adjustment. Post obtaining the approval in the end of September 2015 the Board or its sub Committee shall take actions to close the Slump Sale transaction.

10. The Operations of Holding Subsidiaries

The Mauritius based subsidiary of the Company has earned revenue $ 436,057, mainly through interest and has earned a profit of $ 17,994 at the net level.

The Netherlands based subsidiary has earned revenue of $ 1,897,391, while incurring a loss of $ 504,121.

There is no change in capital structure of the both subsidiaries; neither there is any change in Wholly Owned nature of subsidiaries, except that recently in June 2015, Shares of Jain Sulama Sistemleri San Ve Tic A S have been acquired by Naandan Jain Irrigation Limited, Israel way of transfer of Shares.

The Statement containing salient features of the financial statements of subsidiary companies is attached in AOC-1 at Annexure I.

Other Subsidiaries

Information on operation and financial, other subsidiaries is covered in the section MANAGEMENT DISCUSSION AND ANALYSIS elsewhere in this Annual Report.

11. Employee Stock Option Plan (ESOP)

There is no material change during the year under review in either ESOP-2005 or ESOP-2011. No option has been granted, neither exercise of options has taken place during the year under review, in either ESOP-2005 or ESOP-2011.

The Shareholders as well as Board of Directors have approved ESOP-2011 with 5,356,000 options through Trust route and Trustees are an independent professional corporate and two professionals, and the Trustees shall administer the scheme under the guidance of Nomination & Remuneration Committee.

The Company shall at the forthcoming Annual General Meeting place before the Shareholders a certificate from the Auditors of the Company that the schemes have been implemented in accordance with SEBI Guidelines/ Regulations, relating to employees stock options as applicable from time to time, and in accordance with the resolution of the Company at its general meeting.

Further, details are disclosed on the Company's website and a web-link thereto is <http://www>. nseprimeir. com/z JISLJALEQS/files/Esop Scheme 2011.zip &

<http://www>. nseprimeir. com/z JISLJALEQS/files/Esop Scheme 2005.zip

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including

12. Material Developments in Human Resource

For Jain Irrigation Systems Ltd., an Associate is more than a worker or an employee. He possesses common approach and helps achieve common purpose. Importantly, he is a person who is in agreement with plans and policies of the organization. He is an important stakeholder and a colleague. He is owner of his work.

Associate Engagement

Various HR initiatives have been adopted by the Company to bring the feeling of "Organization as a large family under one roof" not only to the associates but their family members in a systematic manner.

Infertility is an issue which does not get addressed properly because of lack of guidance and shyness of the people suffering. Many people give up and leave the hope due to shyness and / or improper guidance. Company has identified such associates and with proper counseling and treatment, during this year, 45 associates are undergoing treatment and 4 families could enjoy the success of the program immediately with 4 female babies and 1 male baby (including one Twins) with a hope to get the success for remaining.

Like every year, 134 children of associates (between standard 7th to 10th) have benefited through "Vidyarthi Utkarsh Abhiyan". Apart from the academic curriculum, a thrust was given on overall personality development and a 10 day residential "Personality Development Camp" was organized for students from 7th to 10th Standard at Anubhuti International School for 111 children of associates.

Educational scholarship for children of associates continued this year too. During this year, we selected two institutes namely GTTI, Coimbatore and IGTR, Aurangabad for giving high skill training to the children of our associates and deputed 12 & 6 students respectively. Also selected 15 deserving and needy children of associates on need and merit basis and helped them with scholarships. Total 35 children received scholarship worth Rs. 188 Million. Also covered few children of associates in low income group even though not meritorious, to encourage them to further study.

To make a family proud of the role their family member is playing in the progress of the Company, visits of family members of the associates are conducted to all Company locations in Jalgaon. Apart from visiting the complete set up of the factory, it gives them the information about the importance of job, their family member is carrying out and how important it is in the chain of activities. Also they are given information about the unique work culture of the organization i.e. "Work is Life". Total 146 visits have been organized during whole year which covered 1,236 Associates and their family members totaling to 6,696 total visitors.

We have also tied up with a departmental store for providing the Groceries and daily use items to the associates on credit and 1,818 associates were benefitted with this activity during this year.

The Company has made available one multi-purpose hall with a capacity of 500 persons in the Jalgaon City for the marriage and other family functions of Associates and their immediate family members at a nominal charge and 30 Associates were benefitted during this year.

Social Involvement:

We cannot produce Blood in labs and but blood is very much important to save a life of someone. Once again on demand of the blood banks, blood donation camps were organized twice at 6 months intervals wherein 2,751 units of blood were donated by associates. This time apart from Jalgaon, we have organized blood donation camp across all our manufacturing locations which include, Chittoor, Hyderabad, Udumalpet, Alwar, Baroda & Bhavnagar.

Training:

The Agricultural Universities have made it compulsory for the "Agricultural Engineering" students to have 16 week industrial training. The Company has taken this opportunity to train these students for one month on the premises and rest three months on the job training in Agriculture. Thus the students get exposed to Survey, Design, Installation, Maintenance of Micro Irrigation Systems and Field Operations. This training gives them the real experience and those who proved themselves during training, were absorbed by the Company in employment on being trained successfully.

Training is a continuous process for increasing performance / skills of associates, and it continues at all our locations all the time. The location and program-wise training details are as under:

Prevention of Sexual Harassment

The Company has already adopted and put in place a policy on Prevention, Prohibition and redressal of sexual harassment at workplace according the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company stands committed on equal opportunities for employment without regard to candidate race, caste, sex, religion, color, nationality, disability etc. All employees are treated in dignified manner and Company maintains work atmosphere free of sexual harassment whether Physical, Verbal, or Psychological.

Recruitment and Manpower Strength:

Recruitment is an ongoing process throughout the year in search of right people at right place. This includes the On-Campus selection for Engineering Graduates and Post Graduates from IIT's, Agricultural Universities and Colleges from all over the country. Sometimes, Walk in interview also help to get good people at short notice. The recruitment was done on the basis of merit, potential ability, compatibility with the organizational culture, fitness with son-of-the-soil empathy. The strength of the Company has reached 9,179 on 31st March 2015, after gross addition of 1,649 during FY 2014-2015 and net addition of 838.

13. Remuneration Policy

The Company has put in place the Remuneration Policy for Executive Directors, Independent Directors, and KMP's pursuant to provision of Companies Act 2013, and Clause 49 of Listing Agreement and the same is annexed at Annexure II.

14. Corporate Social Responsibility & Sustainability Report

a) Corporate Social Responsibility

Corporate Social Responsibility (CSR) is fundamental to our values and integral to our business approach. While conducting ethical business, we stand steadfast in maintaining our responsibilities to the communities and the environment. We have always invested in ventures aimed at development of the agricultural sector and empowerment of the farmers. Additionally, we have pioneered a wide range of philanthropic initiatives for holistic development of our neighboring commune.

In the light of the requirements under the Companies Act 2013, Company formed a three member committee chaired by Mr. B. H. Jain with Mr. D. R. Mehta and Mrs. Radhika Pereira, being members. The committee drafted the policy on CSR activities of Company, which was approved in the first meeting of the committee on 11th August, 2014. It was decided that the CSR activities would be conducted under the aegis of the Company  directly as well as agencies including Bhavarlal and Kantabai Jain Multipurpose Foundation (BKJMF) Trust, Jalgaon and Gandhi Research Foundation (GRF), Jalgaon. Broadly the projects approved by the CSR committee for FY 2015-16 are:

A. Rural Development: Rural development is one of our prime CSR focus as is enshrined in our Articles. We undertake need based interventions as well as activities with prospective plans. The thrust of our rural development projects encompasses promotion of preventive health care and sanitation and making available safe drinking water to the local people. In the past, we have also undertaken development of specified village as a well-planned CSR activity. However, there have been few initiatives for FY 2014-15. GRF has completed the participatory rural appraisal of the six nearby villages of Jain Irrigation in Jalgaon and the current expenditure under this head has been on activities in and around Jalgaon facilities.

B. Nature Conservation and Environmental protection: Ensuring environmental sustainability, ecological balance, conservation of natural resources and maintaining quality of soil, air and water are congruent to o ur business as well as CSR goals both. We continuously seek opportunities to invest our efforts and capital to ingrain the concepts of environmental sustainability amongst the farming community and the neighborhood. Some of our activities in this context have been:

• Distribution of the saplings to residents of Jalgaon on World Environment Day

• Awareness campaign on Biodiversity Conservation

• Supporting the activities undertaken by FALI (Future Agriculture Leaders of India)

• Supporting educational activities for promoting modern agricultural practices; conducting conferences etc.

• Supporting film festivals and awareness campaigns in the city for encouraging good agricultural practices.

C. Promoting Education: We believe education is the birth right of every individual and hence we extend our conviction by making it one of the focus areas of our CSR efforts. Our major expenditure in this segment is towards Anubhuti English Medium School, which provides free education to the underprivileged children of the society at large. We take efforts to select the needy students, i.e. children who have lost their parents or children whose parents find it difficult to earn a living. We pay several visits to their households and select the deprived children after a rigorous process of interviews.

D. Promotion of the sports: We believe that sports and sportsmanship have the power to nurture our children and contribute to their holistic development. We promote both the nationally recognized sports and Olympic sports. These include a range of indoor and outdoor games. Our Jain Sports Academy, which functions under the BKJMF trust, is responsible for co-ordinating and handling all activities related to Sports. Most of our spending goes towards the coaching fees and payment made to budding sportsmen and their coaches. Our expenditure on sports has touched Rs.13.7 Million in FY 2014-15.

This apart, there are many other CSR activities undertaken by the BKJMPF and GRF independently throughout the calendar year. Currently, most of our activities are concentrated in and around Jalgaon. But we have plans to expand our endeavors to other locations, such as, Chittoor, Baroda, Udumalpeth, Hyderabad, Alwar, Bhavnagar in alpha order

b) Sustainability Reporting

The fourth Sustainability Report for the year 2014 and 2015 in under review as per GRI requirements. This report will cover all the operations of Jain Irrigation around the globe. This report will also cover all the information, process and materiality related to Economic, Environment and Social aspects of the organization in the Year 2013-14 and 2014-15.

All facilities in Jalgaon are certified as per ISO 14064 GHG- Management Systems and ISO 50001- Energy Management Systems. Now we are also under the process of audit for ISO -14046 for water Management Systems and re-audit of GHGMS (ISO 14064) at all Jalgaon facilities. According the Alliance for Water Stewardship (AWS), Jain Hills, Jain Valley and new site along with Kantai Dam area and Takarakheda will be considered as per the watershed basis for AWS. This will become a part of Sustainability Report 2015, which will be published hereafter.

The new initiative taken by organisation is Water Benefit Credits for onion farmers. The WBC issued will reduce the cost of extension, training and farmers outreach for introduction of new technology, input management and harvest scheduling etc., we have completed the book on bio-diversity at Jain's premises in Jalgaon, which will be released very soon.

Hindustan Coca-Cola Beverages Pvt. Ltd. (HCCBPL) and Jain Irrigation scaled up the joint initiative Project Unnati with investments amounting to Rs. 50 crores over a period of 10 years. After achieving the desired results in Phase 1, both partners made the announcement of scaling the initiative fivefold reaching 25000 farmers in Phase 2. The Project, in its second phase will identify nearly- 25,000 farmers, holding an area of 50,000 acres and support them in adopting the Ultra High Density Plantation technology. The selected farmers will be provided assistance for using this technology during the project.

During the reporting period Company holds 13,780 carbon credits (CDM) and 3,620 Voluntary Carbon Credit. By the next six months we will be eligible from UNFCCC to issue about 33, 000 carbon credits from different renewable energy project which are registered as CDM projects. Our Solar and Biogas power project is also registered for Renewable Energy Certificate mechanism yielding some income, though the REC issued are piling up. We conduct regular training on various aspects of sustainability for our associates and stakeholders.

15. Directors retiring and their background

The shareholders in the 27th Annual General Meeting appointed the following persons as Independent Directors for the term of 5 years ending with Annual General Meeting to be held in the year 2019

All Independent Director's have affirmed that they still adhere to criteria for independance w.r.t Company for FY2016

All Independent Directors have given declaration that they meet the criteria for independence as laid down under Section 149 (6) of the Companies Act, 2013, and

Clause 49 of the Listing Agreement, entered into with stock exchanges.

Shri Ashok B. Jain and Shri R. Swaminathan retire by rotation as per Companies Act, 2013, and being eligible offer themselves for reappointment, at the ensuing Annual General Meeting. The brief background of retiring directors is as follows:-

Shri Ashok B. Jain joined the management team in 1982 and was in charge of marketing and extension services in Maharashtra and other States. In 1993 he became Director and was responsible for Corporate Administration, Corporate Image and Relationships, Events Management, Personnel/Human Resource Development, Communication, Public Relations, Art and Publicity. Since he also acts as Commercial Chief of the Food Processing and Green Energy Divisions

Shri R. Swaminathan is Chemical Engineer responsible for technical manufacturing operations in our Poly-tube, Sprinkler, PVC & PC Sheets and PVC & PE Pipe units. He has 34 years of experience in operation and maintenance activities of plants handling such things as Solvent Extraction, Plastics Extrusion and Injection Moulding. He joined the Jain Group in 1982 and was appointed a full-time Director in 1996.

16. Internal Financial Controls ("IFC")

The Company's objectives are defined broadly by the Vision and Mission Statement adopted for last few decades and implemented continuously by the management team. The credo, guiding principle, work culture, quality perspective all are clearly defined and practically achievable. With this background of objectives, the Internal Financial Control is guided by Audit Committee and Board of Directors based on following broad parameters The Company has retained KPMG LLP to advise on phase wise implementation of further strengthening of IFC .

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

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

B) Safeguarding of assets

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

C) Prevention and detection of fraud and errors

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

D) Accuracy and completeness of accounting records

The Company has in place fully integrated ERP system, based on SAP software, and its subsidiary's records also get integrated while consolidating the same as per requirements of Law for the time being in force. ERP System encompasses authorization matrix and maker / checker verification to ensure transparent and timely flow of information, and recording thus creating appropriate and conductive platform for effective control and decision making. The accounting system has provision for Audit trail and check mechanism for use by various auditors.

E) Timely preparation of reliable financial information

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

F) Monitoring and Reporting

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

17. Corporate Governance Report

A separate Corporate Governance Report is attached as Annexure IV, forming part of Director's Report in terms of revised Clause 49 of the Listing Agreement entered into with Indian Stock Exchanges. A Certificate from Statutory Auditors, confirming compliance of Corporate Governance code and Clause 49 of the Listing Agreement is also attached together with CEO Certificate.

18. Management Discussion And Analysis Report 24. Governance Disclosers  (MDAR)

As per the requirements of the Clause 49 of Listing Agreement, a separate Management Discussion & Analysis is given elsewhere in the Annual Report at Annexure V.

19. Particulars of Loans, Guarantees or Investments by the Company

The details of Loans, Guarantees or Investments by the Company during the year given at Annexure VI.

20.Consolidated Financial Statements

Pursuant to the Listing Agreement entered into with Stock Exchanges, Consolidated Financial Statements are prepared in accordance with Accounting Standard 21, form part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the subsidiary companies is attached to the Financial Statements. The Company shall make available the said financial statements and related detailed information of the subsidiary Company upon request by any member of the Company. The financial statements will also be kept open for inspection by any Member at the Registered Office of the Company. In terms of requirement of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

21. Significant, Material orders passed by the Regulators/ Court/ Tribunals

There are no material orders or judgments passed by the Regulators/ Court/ Tribunals which would impact the 'going concern' status of the Company or its future prospects, subject to contingent Liabilities as mentioned in the notes forming part of Financial Statements.

22. Director's Responsibility Statement

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

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed except, to the extent indicated in notes;

ii) The accounting policies are selected and applied consistently and are reasonable; prudent judgments, and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015, and, of the profit of the Company for the year ended 31st March, 2015;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the FY ending 31st March, 2015 on a 'going concern basis'.

vi) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

23.Extract of Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013, the details forming part of the extract of Annual Return in form MGT - 9 is attached at Annexure VII.

Policy for Performance Evaluation

In terms of Section 178 of Companies Act 2013 and Clause 49 of the Listing Agreement, Board has constituted Nomination & Remuneration Committee (NRC) with at least three Independent Directors and three Non-Independent Directors, an Independent Director being Chairman of the Committee.

Board has evolved Company's policy for appointment and remuneration based on qualifications, positive attributes, the details of which are laid out in Appointment & Remuneration Policy at Annexure - II

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Board of Directors has carried out evaluation on its performance and that of its Committees and of all individual Directors.

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

A separate meeting of Independent Directors was held to review the performance of chairperson and Board as a whole.

The criteria for performance evaluation of the Board included, aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included, aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role.

25.Familiarisation programme for independent Directors (ID's)

The Company has arranged for visit of Directors after September 2014 to make the ID's aware of their roles, rights responsibilities in the Company, and also the industry in which Company operates, business model of the Company, and also their role in governance matters.

In addition the ID's are nominated for outside professional seminar, training to give insight to them of changing legal land scope on corporate front.

26. Vigil Mechanism

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

27. Directors Remuneration

The information / disclosures necessary under schedule V, Part II, provisions of Section II B (IV) of the Companies Act 2013 are attached at Annexure VIII to this report.

Also the information pursuant to Section 197 of the Companies Act 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given in Annexure IX to this Report.

28. Contracts or arrangements with related parties

The Contract and Arrangement entered into during the year with Related Parties were on arm's length basis, in compliance with the applicable provision of the Companies Act, 2013 and Listing Agreement.

There are no "materially significant" Related Party Transactions entered into by the Company with Promoters, Directors, KMP's which may have potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, which Comprises of Mr. Ghanshyam Dass, Mr. Vasant V. Warty, Smt. Radhika Pereira (being the ID's) of the Company for its approval. The Audit Committee also reviews on quarterly basis all Related Party Transactions during the quarter. The Company has adopted Related Party Policy. The policy approved by the Board is available on Company's website and web-link there to is <http://www.nseprimeir>. com/z JISLJALEQS/files/Policy on Materiality and Dealing with Related Party Transactions.pdf

The Company has transactions with subsidiaries in ordinary course of the business for some of the export-import related transactions for details refer Annexure X.

29.Environment Health and Safety performance

The Company has implemented Quality, Environment, Occupational Health and Safety Integrated Management System (IMS) with Certifications and same is maintained with continual improvement at all locations i.e. Jalgaon, Chittor, Hyderabad, Udumalpet, Alwar and Bhavnagar plants. In the year 2014-15 the IMS scope expansion was done to include Survey, Design, installation and servicing activities of project sites, and it received the IMS certification from TUVNORD for the same.

Rain water harvesting is done from factory open area, as well as from roof top in buildings, and same is used for recharging of wells through suitable rain water harvesting structures.

Fire hydrant systems at Plastic Park, Jalgaon and Hyderabad have been made fully operational, covering entire plastics manufacturing facilities. Fire hydrant system installation work is in progress at Udumalpet plant and it is expected to be operational during next financial year.

Smoke detection & alarm system is installed to cover entire administration building and HR office building at Plastic Park, Jalgaon.

Some of the safety measures taken in the manufacturing facilities are given below:

• Software modification done in all Polo, Sprint, Armor series machines for auto tripping.

• Mechanical jam bar safety is provided in bigger size Injection Moulding machines.

• In PE pipe plant safety alarm and safety indicators are installed on raw material day bins for early warning of rise in temperature in raw material feeding section.

• In socketing machine, pipe movement is automated to avoid manual operation in SWR Pipe plant.

• Safety guards are provided to operating switches of multi-station butt fusion welding machine in Sprinkler and toe guards are provide to the platforms of raw material conveying system in Drip line.

• Provision of speed breakers at the road crossings near drip line plant and provision of side guards on tuskers carrying raw material/coils has helped in safe transportation.

• Pictorial Safety work instructions are displayed in local dialect in Shop floors for easy understanding of associates.

30. Fixed Deposits

The Company has not accepted, nor renewed any deposits from public, under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the same. The Company had no unclaimed / overdue deposits as on 31st March, 2015.

31. Auditors

a) Statutory Audit

The Auditors, M/s. Haribhakti and Co., Chartered Accountants, Mumbai have furnished a Certificate under Section 139 of the Companies Act, 2013 that their proposed re-appointment, if made, will be in accordance with the said provision of the Companies Act, 2013. The Audit Committee and Board have recommended that M/s. Haribhakti and Co., a firm of Chartered Accountants, Mumbai be reappointed as Statutory Auditors, in terms of relaxation available in third proviso to under Section 139 (2) of Companies Act 2013. The Shareholders may reappoint the Statutory Auditors as per AGM Notice sent separately.

The Auditor's Report does not contain any qualification, reservation, adverse remark.

b) Cost Audit

Pursuant to Section 128 of the Companies Act, 2013 for the Financial Year 2015, the Company is not required or mandated to get the cost records audited by cost auditor and hence the Board has not appointed a Cost Auditor.

c) Secretarial Audit

Pursuant to Section 204, of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s V. Laxman and Co. firm of Company Secretary in practice, to conduct Secretarial Audit of the Company for Financial Year 2015. The report of the Secretarial Audit is attached as Annexure XI. The Secretarial Audit report does not contain any qualification, reservation, adverse remarks.

32. Particulars of Employees

As per provisions of Section 134 of the Companies Act, 2013 only six of the persons in employment of the Company have drawn remuneration in excess of Rs. 500,000/- per month, during the year under review or part thereof as per details in the AnnexureXII to this report.

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

A] Energy Conservation 2014-15

Plastic Park:

Various measures under taken by division, had yielded annual savings of more than 825,000 KWh.

Some of the significant energy saving measures taken in the manufacturing facilities are given below:

• In PVC pipe plant, method of cooling of water has been changed from chilling plant to cooling tower by provision of three new cooling towers of 350TR each. This has resulted in reduction in energy consumption by 474,340 KWh.

• In Drip line plant, instead of utilization of chilling plants located in 2 different wings, single set of chilling plant was used in lean season by making provision of common water piping, this has helped in saving of energy consumption by 91,104 KWh. Replacement of motorized belt driven flattening caterpillar system by self-driven anti-drifting roller unit in vacuum tank on Flat dripper lines resulted in energy saving of 70,891  KWh.

• In Drip tape plant usage of hot air blower is optimized and start of hot air blower aligned to machine production mode which has resulted in energy saving of 31,212 KWh. Energy consumption was also reduced by 8,262 KWh by changing startup Nederman and synchronizing it with main extruder..

• In Injection Moulding, 14 new energy efficient Injection Moulding M/c's are purchased for CPVC fittings with servo motor with latest technology. Mercury vapor lamps are replaced  by LED lamp with energy saving of 58,363 KWh.

• In Sprinkler pipe cooling tower and its water circulation pump operation is automated by temp controller which has resulted in saving of energy consumption by 14,109 KWH.

• VFD's were installed on two air Compressors, one each in PE pipe and Sprinkler pipes and this has resulted in energy saving of 59,496KWh.

• In casing pipe, on one machine, DC motor and drive was replaced with AC motor and drive which has resulted in energy saving of 18,232 KWh in its four months of operation.

Energy audits were carried out at other plants viz. Hyderabad, Udumalpet, Alwar and Bhavnagar during Sept 2014 to Jan 2015. Energy saving opportunities are identified through these energy audits and actions are under progress.

Jalgaon unit has been certified for the ISO 50001 and ISO 14064 energy and GHG management systems by TUVNORD and same is planned to be extended to other plants in next year.

Agri Park & Tissue Culture

Measures taken for reducing energy consumption:

• Rain water harvesting network has been created in newly developed R&D farm at Jalgaon. It can store up to 1.80 bn. lakh liters water in above ground storage structures besides recharging of wells and underground aquifers. This has led to a great impact on conservation of energy

• In Agri Park, a total of 58.5 HP solar based water pumps were installed to replace grid electricity for irrigation of research and development farm. This has been a major breakthrough as it can replace conventional electricity to a substantial extent.

• LED are installed at new tissue culture laboratory growth room based on the results of the research carried out by Research and Development team of Tissue culture. The research claims minimum 60% energy saving against the conventional fluorescent tube lights.

• HEPA (High-efficiency particulate arrestance) based exhaust systems has been developed and installed at Media Store Room, class 1.0 lac clean room of the laboratory to take out steam generated by steam sterilizers. This could reduce operational work load of air conditioners and save energy required for reducing the temperature.

B) Technology Absorption

Agri Park & Tissue Culture

• New High Performance Liquid Chromatography equipment was procured for biochemical analysis. This -pment has maximum resolution and this technique is used in routine R&D analysis to separate the components in a mixture, its identification as well as quantification. It relies on pumps to pass a pressurized liquid solvent containing the sample mixture through a column filled with a solid adsorbent material. Each component in the sample interacts slightly differently with the adsorbent material, causing different flow rates for the different components and leading to the separation of the components as they flow out the column.

• One of our Ph.D. students was deputed to Umea Plant Science Centre, Umea, Sweden to learn advanced techniques in plant molecular biology during August-October 2014. The results of visit are encouraging and pursuit us to explore such opportunities.

C) Research and Development

i] Photovoltaic (PV) Powered Electro dialysis (ED) Desalination System

Desalination Using Photovoltaic EDR Systems of brackish groundwater in rural India up to 5000 ppm salinity is converted into drinking quality water in single pass, using pre-filtration, Photovoltaic-powered electro dialysis reversal (EDR) system that desalinates water using electricity to pull charged particles out of the water and further disinfects using ultraviolet rays. The system was designed for low energy consumption, limiting costs especially in off-grid areas. Water recovery is above 90%. It removes hardness as well as heavy metals & chemicals, pesticides, fertilizers as well as micro-organisms. No chemicals need to be added to the system. Membranes can handle wide pH range (0.5-10.5). ED polarity reversal process prevents scaling and allows for high recoveries with chemical addition. The unique solution researched to address the problem is electro dialysis reversal water desalination plant. Water with salinity levels above the taste threshold (>500mg/L) underlies 60% of the land in India. Irrigating with high salinity water can decrease crop yield, estimated to cause reduction in productivity of 20-30 Million hectares of irrigated land each year.

Compared to RO process, this process is most energy efficient & hence cost of water purification is low & affordable; ED membrane has long life (about 10 years). Technology is completely automated & easy to maintain. This technology can be used for community based safe & economical production of drinking water as per WHO Standard from saline or brackish water. This would also be useful for agriculture. This technology also has vast potential to bring vast barren lands under agriculture using brackish water, reject concentrate water (5-10%) is dried in a solar pond without creating any environmental hazard. Concentrated salts can be purified & provided to Textile Industries where higher saline water needed to process & reused.

ii] Advance Irrigation controller (RTU)

Advance irrigation controller (RTU) is a new generation irrigation controller system. RTU is powered with short range wireless communication capability. This makes installation quicker & simpler by eliminating tedious wiring connections. Due to elimination of wires on field system becomes scalable. This system is capable of operating -- 8 DC latching solenoids, 4 Industrial standard analog sensor & 4 digital interface for measurement of sensors. Inbuilt Solar panel & Long life lithium -ion battery makes "JR-RTU" self-powered Irrigation controller for open filed & remote sites.

iii] 5 HP AC solar pump controller

High efficiency 5 HP (3.7 KW) AC solar pump controller is developed with sensor less dry run protection, panel reverse polarity protection, short Circuit and overload protection. MPPT is used to utilize maximum solar power. Additionally, when  motor is jammed or open, controller stops and automatically attempt to start by rechecks.

Agri Park & Tissue Culture

• Experiments on short duration with high productivity in cotton were concluded after three years and new agronomic practice was standardized for this crop.

• Seed production of Leek under Indian conditions was standardized. Leek is a very important vegetable crop next to onion.

• Commercial tissue culture protocol for micro-propagation of Guava has been developed and field evaluation of plants has been encouraging. One lac plants are being propagated and will be distributed to the farmers for carrying out multi-location trial before taking this crop for commercial scale production.

Food Park

In Food Processing, we undertake R&D and innovation in the following 3 categories of activities:

• New product development

• Improving existing processes & quality of existing products

• By-products can be made out of waste generated

Under new product development, the Company has identified 5 focus fruits and vegetables. Following new products have been developed and introduced to customers in 2014 - 15

• Dehydrated Green Chilies : Trials have been conducted for the dehydration of the Green Chilies. Pilot trail has been successful and the product is ready for the commercial production in the coming year.

• IQF Guava Dices : Trials have been conducted for manufacturing IQF Guava Dices. Trials have been successful and this product is ready for commercial production.

• Frozen Jamun Puree : Trials have been conducted for pulp extraction and product of Frozen Jamun Puree. Trials have been successful and this product is ready for commercial production.

• Strawberry Puree (With and Without Seed) : Trials have been conducted for manufacturing Strawberry Puree. Two types of products i.e. With Seed and Without Seed have been successful and product is ready for commercial production in future.

• Green Mango Puree : Trails has been conducted on pilot scale to make Pulp of Raw Mangoes. Trials have been successful and product is ready for commercial production.

For Improving the existing processes and quality of existing products, following have been carried out

• Trails have been taken to use Ozone as replacement of Chlorine as sanitizer for Onion products. The trails are still in progress.

• To improve quality of the water used for transfer of the onions, trails are being done to improve the filtration system for the water. For this, special online filters have been bought. The trails are in progress for this.

• Nonchemical treatment of water : We use soft water in fruit processing for certain processes. For this, we need to give chemical treatment to water to make it soft. Trails have been done for the use of nonchemical treatment of water, with the use of special equipment. Trails have been successful and this is being implemented in all the plants now.

Energy Park

• 2.2 Kw BLDC submersible motor for 3000Wp solar PV:

A new electrical design adopted for best efficiency of motor when run with 3000Wp solar PV. This motor is optimally designed to cater 3HP solar pumping system demand in the market.

• Mechanical improvements in the 3.5Kw BLDC submersible motor:

After studying the feedback of the customers many improvements are carried out in the mechanical components. In order to achieve highest reliability of the motor

• Design and Development of Pipe type canned BLDC submersible motor :

After studding the many benchmarked motors in the market, we designed and developed a 3.5Kw BLDC motor with simpler mechanical components and assembly in order to achieve best efficiency and reliability. A prototype is under assembly stage.

• Pump end development

Tested many benchmarked submersible pump ends for solar pumping application. Study is under progress to design highest efficiency submersible bore well pumps for Solar pumping application.

R & D Solar Photovoltaic:

• Use of Anti Reflection (AR) coating on glass to reduce Cell-to-Module (CTM) loss & increase efficiency of PV module.

• Aluminium frame gluing machine for manual line developed in-house to eliminate manual filling of aluminium frames and improve the quality of gluing.

• Modification done in frame denting machine for denting the PV modules with glass down position to eliminate flipping of PV module.

• Modification done in Terminal box gluing machine to use silicone sealant's 20 litres pail & eliminate use of silicone sealant cartridge which are very costly.

• Successfully tested PV modules of 255 Wp & 305 Wp capacity as per IEC 60904 at Fraunhofer Institute, Germany which is one of the topmost PV module testing institute in the world.

35. Acknowledgement

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

For Jain Irrigation Systems Ltd.

Sd/- Anil B Jain

Managing Director

Sd/- Ajit B Jain

Jt.Managing Director

Date : Sep 02, 2015

Place : Mumbai

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