To
The Members,
We are happy to present the report of Board for year ended 31st March, 2023. This was
first year after Resolution Plan (RP) implementation and we still faced liquidity &
cash flow issues but yet managed to achieve a growth in revenues, albeit, marginal and
stayed in positive profit and cash generation for the year and met all Resolution Plan
(RP) targets. At the end of year most banks have reflected the Company as a standard asset
post the rating of 'investment grade' by agencies.
The Company could complete debt reduction of approx Rs. 2800 Crs by merger of IIB with
Rivulis Pte Ltd, Singapore, a Temasek group Company
A] Operations
1) Financial Highlights (standalone)
The financial performance is captured below:
Particulars |
2022-23 |
2021-22 |
Export Sales & Services |
3,524.10 |
3,806.93 |
Domestic Sales & Services |
31,989.51 |
23,872.47 |
Other Operating Income |
621.29 |
512.06 |
Sub Total |
36,134.90 |
28,191.46 |
Other Income |
1,654.76 |
577.96 |
Total Income |
37,789.66 |
28,769.42 |
Operating Profit |
5,630.80 |
3,379.87 |
Interest and Finance Charges |
3,629.39 |
2,571.94 |
Depreciation and Amortisation |
1,505.73 |
1,562.83 |
Profit before taxation and exceptional items |
495.68 |
(754.90) |
Exceptional Items |
(147.85) |
2,954.77 |
Profit/(loss) before tax |
347.83 |
2,199.87 |
Provision for Tax |
|
|
Current Tax Provision |
- |
- |
Deferred Tax Asset/(Liability) |
(45.38) |
268.62 |
Profit/(Loss) for the year before Prior Period Expenses |
393.21 |
1,931.25 |
Prior Period Items-Income/ (Expenses) |
- |
- |
Profit/(Loss) for the year |
393.21 |
1,931.25 |
Earnings per Share Q |
|
|
Basic |
0.63 |
3.66 |
Diluted |
0.62 |
3.57 |
2) State of affairs of the Company
a) Standalone: FY 23
The Company saw significant growth in top line revenue due to strong demand from retail
market, particularly
from West and South for Pipe segment and continued demand from Jal Jeevan Mission (JJM)
in FY23. High Tech Division has grown by 23.8% in FY23. The growth is driven by completion
of existing projects, demand from retail market and tissue culture business. Plastic
Division has grown by 35.9% in FY23. The significant growth was driven by supply under Jal
Jeevan Mission (JJM) and strong demand from retail for PVC pipes mainly from Maharashtra
and Southern states EBITDA increased by on yoy basis due to better realization,
operational efficiency and better capacity utilization. The Company has repaid long term
debt Rs. 1,839 mn during the year. However, with reversal of interest on NCD Rs. 694 mn on
account of FV accounting as per IndAS, the net reduction is Rs. 1,145 mn.
The realisation of project receivables (old) is on track, despite challenges faced at
the project level. Thus, NCD's worth Rs. 146.30 mn are redeemed during the year.
The revenue mix was 60% of High Tech Agri inputs, Plastics contributed 39% to be
revenues while others contributed 1% to FY2023 revenues for the High Tech Agri inputs grew
by 24% while for plastics it grew 36%.
b) Consolidated; FY 23
Revenue growth was secular across all business divisions during the year. EBITDA margin
has shown considerable improvement on account of better realization and margins in Plastic
and Food processing division. FY23, Hi Tech Division growth was driven by completion of
existing projects, strong demand from retail market and tissue culture business in India.
The Company also saw significant growth in Plastic Division driven by supply under Jal
Jeevan Mission (JJM) and strong demand from retail for PVC pipes mainly from Maharashtra
and PE pipes for JJM. Agro Division Growth on account of dehydrated onion in India. The
Company saw growth in Fruit processing both in India and overseas. Consolidated net debt
(excluding CCD) reduced at Rs. 35.8 billion as on March 31, 2023 as compared to Rs. 60.1
billion as on March 31, 2022 on account of repayment of bond and IIB debt. In FY23,
Revenue from discontinued operations was Rs. 22,321 mn (23,861 mn FY22) and EBITDA of Rs.
2,162 mn (3,836 mn in FY22).
3) a) Dividend Distribution Policy
The Company has adopted the Dividend Distribution Policy with respect to SEBI
notification dated 8th July, 2016 and the detailed policy is available on our website
https://www.primeinfobase.in/z_JISLJALEQS/files/ JISL_Dividend_Policy.pdf.
b) Dividend
The Directors in their meeting held on 26th May, 2023 did not recommend to shareholders
a Dividend on Ordinary and DVR Equity Shares of Rs. 2.00 each, in view of meagre profit
for the for year ended 31st March, 2023.
4) Capacity Expansion and Capital Expenditure
The Company has continued its pre-decided maintenance capex. The following table shows
the capex incurred for maintenance during the year.
Segment Name |
Net Capex FY 2023 (Rs in Million) |
Hi-Tech |
733 |
Plastics |
68 |
HO and Others |
413 |
Total |
1214 |
5) List of Awards/ Recognition - Financial Year 2022-23
The Company has received the following awards and accolades during the FY 2023.
Year |
Name & Nature of Award/ Honor |
Instituted by |
Given by |
Received by |
2022 |
Best Initiative Award |
ICAR-National Research Centre for Banana |
Sardar Patel Oustanding ICAR Institute-2020, Tiruchirapalli, Tamil Nadu,
India |
K. B. Patil |
2023 |
Award of Excellence |
Indian Society of Alliums (ISA), New Delhi |
Dr. K. E. Lawande, President-Indian Society of Alliums, New Delhi |
Anil Jain, Anil Dhake, Sunil Gupta, V. P Patil, Roshan Shah, Gautam
Desarda, Sanjay Parekh on behalf of JFFFL |
6) Material developments in Human Resource
a) General
Human Resource at JISL is at the core of the organisation driving the entire enterprise
value creation model. The profound and insightful guiding principles laid down by our
Founder Chairman helps us to make a far reaching impact on all our associates who act as
catalysts in keeping up the expectations of all other stakeholders. We believe in
nurturing talent and creating an environment where everyone can perform to their full
potential. This year, our career pages on social media platforms also saw several
campaigns being run to engage and communicate with the relevant talent pool with a focus
in the emerging areas of Sustainable Agtech and Piping Solutions. In our endeavour to
remain a high-performance organisation, numerous projects that unleash the potential of
each individual are being executed across the supervisory and managerial cadre of the
Company. The organisation also helps them to fulfil their aspirations and
responsibilities.
We continue to evolve innovative training and performance incentivizing schemes that
work in tandem with our high performance and flexible production systems. The flexi job
approach provides our operational workforce an opportunity to explore and acquire multiple
skills. This also helps manage stress levels through job rotation. The antidote also
alleviates the fatigue normally associated with continuously running processes. Our work
culture promotes trust, organisational commitment and pleasure associated with a job well
done while helping associates balance efforts required to achieve a goal.
We conduct several initiatives to improve our employees awareness and understanding for
respecting differences and being part of a workforce built on the principles of respect,
empathy and inclusion
Monthly activities nurturing and fostering the Team building like Tug Off War, Building
High Rise Paper Towers, Treasure Hunt, Blowing balloon and assembling drippers etc were
conducted.
Celebration of Diwali festival - To get a feel of festival celebration it is essential
to wear the Ethnic wear. Hence all female associates were appealed to wear a Saree / Kurti
and male associates were appealed to wear Kurta / Sherwani 3 days before Diwali. To add to
the festivities and fun, a Rangoli competition for teams was arranged wherein Themes were
given. The teams demonstrating a good action plan and the execution skills were rewarded.
Associates' Well-being
YourDost Counseling Platform:
In this era of social media, people are connected with each other with digital
platforms, but we cannot ignore the need of a friend with whom we can share and discuss
all our issues without being judged, YourDost is an emotional wellness platform having
900+ clinical psychologists / psychotherapist / Yoga and Meditation experts all over the
country having capability in all local languages, We made available Yourdost platform to
all associates for personalised and professional guidance through which experts of
Yourdost helped the individuals to develop healthy personal relationships maintaining all
the secrecy, A productive and satisfying work life balance, more focused approach towards
achieving goals, self confidence, ability to deal with stress, anxiety, depression and
pressures of all kinds and from many sources such as personal, societal, peer etc,
Run For Health:
Our associates were encouraged to participate in the Marathon Run organised by the
Runners' Group at Jalgaon titled as "Khandesh Run", The company sponsored the
registration fees for more than 1000 associates who have shown willingness to participate
in this activity,
De-addiction Centre Enrollment:
Company encourages all its associates to lead a healthy life and avoid addictions to
bad habits like chewing tobacco, smoking, liquor, etc, During the year, associates were
inspired to join the deaddiction centre resulting in a healthy associate and better life
for both the associate and family member, This also helped them to boost their confidence
and performance in all walks of their life,
Khichdi & Banana Distribution in Lunch:
Keeping in mind the overall health of its workforce, the company has been distributing
Khichdi (preparation made from rice, lentils and vegetables) and Banana fruit to its
associates ensuring proper nutrition and balanced diet at workplace, This is distributed
free of cost to all the associates and more than 5000 associates across the plants are
taking benefit of this,
Medical emergency kits were distributed to 514 Associates who travel frequently, to
prevent immediate death due to cardiac arrest,
Associates' Delight -
Launching of Harmony Portal:
Considering the increasing strength of its resources and making the internal
communication more smooth and giving a digital experience, the company has made available
an inhouse online portal for all its associates wherein the regular notices, circulars,
internal updates, company policies, payslips and tax forms are available at a click of
button,
Sponsored 2-wheeled Vehicles for Associates:
In order to ease the commuting of associates to the workplace, the company sponsors two
wheeled vehicles to eligible associates, A part of the total cost of the vehicle was
recovered from the associate and balance was sponsored by the company, We believe that
everyone gets pride to own a vehicle and partial contribution by the associate themselves
helps them to bear the pride for the same,
Laptop to Associates' Children:
The changed education system has made technology and computers an integral part of
professional education, Identifying this need and recognising the hardship it poses on our
associates, the company has started a scheme for its associates' children studying in
Medical/ Engineering/ IT and related fields. This year 49 laptops were sponsored to the
Associates' Children based on the internal guidelines,
Children's Educational Development:
In line with our belief that the youth are the future of a nation, we covered 153
children of our Associates studying in the 7th to 10th standards under the "Vidyarthi
Utkarsh Abhiyan", This program focuses on the academic & cultural development of
these children,
Social Involvement
Employment on Compassionate ground:
Times have been difficult for everyone and post the pandemic, it has become more hard,
Considering the untimely passing of a family member and exposing the family to hardships,
the company has been keen in providing employment to the family member of such deceased on
a compassionate basis, Such new associates are appropriately placed in the organisation
based on their skill sets and qualifications.
Priority to associates' children for employment on merit basis:
We respect the commitments and devotion our people have shown towards the company, As a
part of its hiring policy, the company provides priority to its associates' children for
employment, This is purely based on the merits of the candidate, Further, we are happy to
note that we have many examples of 2 generations working at the same time in the company,
Blood Donation Camp:
The company also organised blood donation camps at all its locations across the country
in periodic intervals for blood banks operating in the local areas, A total of 814 units
of blood was collected by the local Blood Banks,
Human Rights, Non discrimination and other policies:
Human rights principles as enshrined in the United Nations Global Compact (UNGC) are
embedded in our core values and system. We have a firm human rights policy and framework
that focuses on good governance, our commitment to abiding by each law and providing equal
opportunities without exception, Our commitment to being an inclusive business is
reflected in our people's practices, We strive to attract, retain, and develop talented
individuals from all backgrounds, Our workplaces offer an open, supportive, and inclusive
environment to our people, We are an equal opportunity employer and do not discriminate in
terms and conditions of employment based on gender, race, religion, caste, creed, and
other such criteria. Further, the organisation believes in pay for performance. Our policy
on equal opportunity and non - discrimination is available on the website of the Company
at www. jains.com. We encourage our employees to use grievance mechanisms for any kind of
complaints. We also ensure that the rights of our supply chain partners are protected. Our
zero-tolerance policy provides effective safeguards against child labour, forced labour,
sexual harassment, discrimination, harassment, etc. It is also ensured that the outsourced
processing centres that we engage with comply with all the legal requirements including
child labour laws by following the minimum age criteria of 18 years across all our
operations. We have an effective mechanism to deal with sexual harassment cases and have
formulated a policy against any kind of discrimination. Our whistle blower policy allows
all our employees to report any kind of suspected or actual misconduct in the
organization. We follow the laws and regulations pertaining to human rights and awareness.
The workshops on code of conduct of the Company covers aspects of human rights and
awareness.
Training
Training is a continuous process to sharpen the performance/skills of associates and it
continues at all our locations of the company, all the time. The brief about location and
program-wise training is as under:
JFFFL - No of Participants - 5,655 - Training hours -21,934, Per associates training
hrs - 14.71
JISL - No of Participants - 8,799 - Training hours - 30,900, Per associates training
hrs - 4.70
Consolidated - No of Participants - 14,454 - Training hours - 52,833, Per associates
training hours - 6.55
A special emphasis was given to training on Human Rights this year. 240 associates from
Security, Public Relations, Personnel and Human Resources were trained on Human right
aspects.
Exhaustive courses were organized to foster a sense of responsibility and enhance focus
on high performance delivery. The total of 52,833 man-hours were devoted to
training of 14,454.
Participants during the year under review. The associates were nominated from across
functions with the objective of multi skill set development.
Workforce Strength & Recruitment
Given the company's rapid growth, recruitment is an on-going process where we strive to
identify, select and appoint the right people for the job at hand.
The strength of the Company in terms of manpower reached 8,054 on 31st March
2023, after a gross addition of 607 during F.Y. 2022-2023.
Total Associates as on 31st March 2023 for;
JISL = 6,563
Total Associates as on 31st March 2023 for;
JFFFL = 1,491
Gross Addition during 2022-2023 for;
JISL = 506
Gross Addition during 2022-2023 for;
JFFFL = 101
7) 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 FY23 annual accounts, the applicable Accounting Standards
(Ind AS) have been followed along with proper explanation relating to material departures
except, to the extent indicated in notes;
ii) The accounting policies are selected and applied consistently and are reasonable;
prudent judgments, and estimates were made so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2023, and, of the profit of the standalone
Company for the year ended 31st March, 2023;
iii) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) The Directors had prepared the annual accounts for the FY ending 31st March, 2023
on a 'going concern basis' and;
v) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
vi) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
B] Subsidiaries & Associate
1) Jain Farm Fresh Foods Limited - Subsidiary
a) Standalone
The Subsidiary has achieved revenues of Rs. 6,603 million in FY 2023 as against Rs.
5823 million for FY 2022, marginal increase of 13%. The net Domestic Revenue was Rs. 3,550
million in FY 2022 as against Rs. 2,167 million for FY 2022, reflecting growth of 64% YoY.
The Company has generated Rs. 3,053 million in the form of Export Revenue as against 3,656
million for FY 2022 reflecting degrowth by 16% YoY. The earnings before depreciation,
interest cost and income tax was Rs.1,151 million for FY 2023 as against Rs. 566 million
for FY 2022. Increase of profit from ordinary activities before tax was recorded at Rs. 1
million for FY 2023 as against loss Rs. 654 million for FY 2022. Net profit for the period
was Rs. 10 million for FY 2023 as against loss Rs. 435 million for FY 2022.
b) Consolidated
The Consolidated food business has recorded consolidated revenue of of INR 16,674
million for FY 2023 as against INR 14,868 of FY 2022 reflecting growth by 12% YoY. The
earnings before depreciation, interest cost and income tax was INR 2,054 million for FY
2023 as against INR 1,537 million for FY 2022. The Finance Cost for FY 2023 was INR 1,090
million as against INR 1,014 million in FY 2022, increased by 7% YoY. The profit before
tax from continuing operation was INR 247 million for FY 2023 as against loss INR 198
million of FY 2022. Net profit for FY 2023 was INR 259 million as against loss of INR 54
million of FY 2022.
2) Sustainable Agro-Commercial Finance Limited (SAFL) - Associate
SAFL is focusing its activities on Farm and Farmer only and operates in the rural &
semi-urban geographies of India. SAFL currently has 67 branches operating across the
states of Maharashtra, Karnataka and Madhya Pradesh.
During the year 2022-23, SAFLs performance details are as follows:
The Revenue from operations for FY 23 was Rs. (57) mn, as against Rs. 114 mn for FY 22.
Other income for the year FY 23 was Rs. 98 mn, as against Rs. 78 mn for FY 22.
Employee cost was Rs. 104 mn for FY 23, same as against FY 22. The finance cost for FY
23 was recorded at Rs. 206 mn same as against FY 22. Net loss for FY 23 was Rs. 560 mn as
against loss of Rs. 305 mn of FY 22.
The Restructuring Plan as per RBI Circular relating to Prudential Framework for
Resolution of Stressed Assets dated 07th June, 2019, has been initiated in the Company.
The Company is in conversation with the Bankers and they are yet to sign the Inter
Creditors Agreement.
The losses during the year ended March 31, 2022 has been due to identification of NPA's
which resulted in higher reversal of interest, which converted into loss of income. To
remain competitive in the current challenges of economy and industry, the Company has
taken following steps:
- Continuous monitoring of cost.
- In-depth study of market and understanding the market trends
- Constitution of Risk Management Committee for detailed analysis associated with the
business.
- Expected increase in productivity and profits in measurable terms.
The Company has taken all measures to reduce costs as well as to improve operational
efficiency.
3) Operations of Subsidiaries & SPV's
The Statement containing salient features of the financial statements of overseas
subsidiary companies is attached in AOC-1 at Annexure ii-Part A (b).
a) Operating subsidiaries
Information on operations and performance of operating subsidiaries is covered in the
section MANAGEMENT discussion AND ANALYSIS elsewhere in this Annual Report at Annexure
V.
b) SPV's
Information of SPV's is covered in the section
MANAGEMENT DISCUSSION AND ANALYSIS
Elsewhere in this Annual Report at Annexure V.
C] IIB Merger and RP Updates:
The Company announced on 21 June, 2022 that its International Irrigation Business (IIB)
was being amalgamated with Rivulis Pte Ltd, to create a global Irrigation and climate
leader. It was done with primary objective of debt reduction announced in earlier years.
On 29th March, 2023, the WOS in The Netherland and its SDS completed actions to complete
the CP's regulatory approvals and the resultant closing of Merger of IIB with Rivulis
happened. It has resulted in reduction of Rs. 28 Bn borrowings at the consolidated level
and closure of Rs. 24.6 Bn of Corporate Guarantees issued by the Company. The Company now
owns 18.7% in merged company with 2 seats and observer seat on Board of Rivulis Pte Ltd,
with supply agreement to drive revenues in future for long term.
As a result completion of 1 year after RP implementation and improved overall operating
position of the Company the rating agencies have revised credit rating to investment grade
for both long and short term borrowings to the Company. Hence, the lenders have also
upgraded the status of company in their books to a standard asset
The credit rating of the Company has been upgraded by ICRA and CRISIL as follows ;
Particulars |
Rating Action |
Long term rating |
CRISIL BBB-/Stable |
Short term rating |
CRISIL A3 |
Total Bank Loan Facilities |
Rs. 2850 Crore |
Rated |
|
For NCD |
Rs. 950 Crore |
Particulars |
Current Rated Amount (Rs in Crore) |
Rating Action |
Long-term fund- based: Term loan |
610.26 |
[ICRA]BBB- (Stable); assigned |
Long-term fund- based: CC |
1504.75 |
[ICRA]BBB- (Stable); assigned |
Non-Convertible
Debentures |
942.99 |
[ICRA]BBB- (Stable); assigned |
Short-term nonfund based: LC |
92.54 |
[ICRA]A3; assigned |
Short-term nonfund based: BG |
652.07 |
[ICRA]A3; assigned |
Total |
3802.61 |
|
As a part of IIB merger the Company's WOS managed to completely repay and redeem the
USD 7.125% Bonds issued by it to reduce substantial debt of IIB Companies and their SDS.
As a part of restructuring, pursuant to approval of Shareholders and regulators the
Company had issued
7,48,63,500 Equity Shares Warrants to Promoter and Non Promoter at a conversion price
of Rs. 28.87 each. The same were fully converted on pre decided price and terms are as
follows;
Sr. |
Name of Allottee |
No. of Warrants |
No.of Shares |
Conversion Price |
Amount |
1) |
Cosmos Investment & Trading Pvt. Ltd. |
1,20,40,623 |
1,20,40,623 |
28.87 |
34,76,12,786 |
2) |
Subhkam Ventures (I) Pvt.Ltd. |
1,00,00,000 |
1,00,00,000 |
28.87 |
28,87,00,000 |
3) |
Subhkam Ventures (I) Pvt.Ltd. |
1,00,00,000 |
1,00,00,000 |
28.87 |
28,87,00,000 |
4) |
Shantakaram Financial Advisory Services Pvt.Ltd. |
1,00,00,000 |
1,00,00,000 |
28.87 |
28,87,00,000 |
5) |
Shantakaram Financial Advisory Services Pvt.Ltd. |
1,00,00,000 |
1,00,00,000 |
28.87 |
28,87,00,000 |
6) |
Shantakaram Financial Advisory Services Pvt.Ltd. |
1,00,00,000 |
1,00,00,000 |
28.87 |
28,87,00,000 |
7) |
Cosmos Investment & Trading Pvt.Ltd |
28,22,877 |
28,22,877 |
28.87 |
8,14,96,459 |
8) |
Subhkam Ventures (I) Pvt.Ltd. |
1,00,00,000 |
1,00,00,000 |
28.87 |
28,87,00,000 |
|
Total |
7,48,63,500 |
7,48,63,500 |
|
2,16,13,09,245 |
As a result share capital and reserves will be enhanced as follows;
Share Capital - Rs. 14,97,27,000
Premium - Rs. 2,01,15,82,245
The proceeds were used for strengthening of Long Term Working Capital position as
envisaged under RP documents and Notice at 07.09.2021
D] Governance disclosures
1) Employee Stock Option Plan (ESOP)
i) JISL Employees ESOP's Trust : On recommendation of Nomination and Remuneration
Committee the Board of Directors in their meeting held on 13th August, 2018 established a
Private Trust named as "JISL Employees ESOP's Trust" for acquisition of Equity
Shares of the Company from the secondary market in the name of Trust. All trustees are
independent of the management.
ii) JISL ESOP 2011/ 2018
i] A description of each ESOP that existed at any time during the year, including the
general terms and conditions of each ESOP, including;
Sr. |
Particulars |
ESOP 2011 |
1) |
Date of Shareholders approval - |
30th September, 2011,27th September, 2013 & 28th September, 2018 |
2) |
Total number of options approved under ESOS |
43,56,000 granted on 10-11-2022 |
3) |
Vesting requirements |
1/3rd of grant every year |
4) |
Exercise price or pricing formula |
Rs.36.00 - 3.60=32.40 per share |
5) |
Maximum term of options granted |
5 years |
6) |
Source of shares (primary, secondary or combination) |
Primary for above Shares |
7) |
Variation in terms of options |
None |
ii] Trust Shares movement during the year
Sr. Particulars |
ESOP 2011 |
1) Number of Shares outstanding at the beginning of the period |
18,96,429* |
2) Number of Shares granted during the FY 2022 |
NIL |
3) Number of Shares forfeited / lapsed during the FY 2022 |
NIL |
4) Number of Shares vested during the FY 2022 |
3,72,986 |
5) Number of Shares exercised during the FY 2022 |
NIL |
6) Number of shares arising as a result of exercise of options |
NIL |
7) Money realized by exercise of Shares Q, if scheme is implemented
directly by Company |
NIL |
8) Loan repaid by the Trust during the year from exercise price Received |
NIL |
9) Number of Shares outstanding at the end of the year |
18,96,429 |
10) Number of Shares exercisable at the end of the year |
11,37,857 |
* Granted on 31.03.2020 with 5 years vesting period, 1/5 every year at Rs. 35.02 each.
[iii] Details related to the Trust
a) General information on all schemes
Particulars |
Details |
Name of the Trust |
JISL Employees ESOP's Trust |
Details of the Trustee(s) |
1) IDBI Trusteeship Services Limited |
|
2) Mr. Aaron Solomon, Solicitor |
|
3) Mrs. Snehal Walvalkar, FCA |
|
4) Jayant M Thakur, CA |
Amount of loan disbursed by Company / any Company in the group, during
the year |
Rs. 6,64,12,943.58 |
Amount of loan outstanding (repayable to Company / any Company in the
group) as at the end of the year |
Rs. 6,64,12,943.58 |
Amount of loan, if any, taken from any other source for which Company /
any Company in the group has provided any security or guarantee |
NIL |
Any other contribution made to the Trust during the year |
NIL |
b) Movement of Shares during the year under review
Sr. |
Particulars |
Details |
1) |
Number of Shares |
0.38% (18,96,429) |
2) |
Held at the beginning of the year |
18,96,429 |
3) |
Acquired during the year |
NIL |
4) |
Sold during the year |
NIL |
5) |
Transferred to the employees during the year |
11,37,857 vested but not exercised yet |
6) |
Held at the end of the year |
18,96,429 |
c) In case of secondary acquisition of shares by the Trust.
The Trust has purchased 18,96,429 (Eighteen Lakhs ninety six Thousand four Hundred
& twenty nine) Ordinary Equity Shares of the Company from the Secondary market in
Financial Year 201920. They were granted on 31.03.2020 with 1/5th vesting each year.
2) Corporate Social Responsibility & Sustainability brief
ESG and Sustainability Disclosures
The Company reports on its ESG performance through various platforms, including, both
mandatory and voluntary. It reports ESG performance in the Business Responsibility Report
(BRSR). Company also discloses ESG indicators against the IFC's performance standards I to
IV. The Company has mapped its internal energy management targets with reference to the
international SBTi methodology and is striving to set its long term climate targets.
The Company has established the system to measure its sustainability performance based
on the economic, environmental and social performance of indicators related to the
material topics that are identified through comprehensive stakeholder consultation which
is carried out following GRI's Sustainability standards. Organization follows a biennial
cycle of sustainability data assurance. An independent third party assurance has been
obtained in accordance with international AA1000AS and assurance certificates can be
provided to the stakeholders as required. More details on sustainability are available at
http://jains.com/
Climate Change Mitigation at a glance
Company is committed to protect the environment from impacts of climate change. We are
among very few organizations in the country that have incorporated GHG accounting and
mitigation actions in their management systems and got it certified from a third party. We
account and report on our complete Scope 1 and Scope 2 GHG emissions, mitigation through
renewable energy and removals through afforestation. In FY 23 we attempted 5 scope -3 GHG
emissions categories in our corporate GHG inventory. This is the highest ever scope-3
category GHG emissions reporting by our organization. This year we have also planned to
report to CDP to assess our performance on the scale of climate action.
We have implemented and registered renewable energy and energy efficiency projects to
generate green energy and mitigate climate change. Some of these projects are also
registered under Clean Development Mechanism (CDM) of United Nations Convention on Climate
Change (UNFCCC). All our registered CDM Projects have potential to generate 25,000 plus
carbon credits per annum. Out of the registered CDM projects, solar and biogas based power
generation projects are also registered under Renewable Energy Certificate (REC) Scheme.
Corporate Social Responsibility
The Company has a comprehensive Policy in place with the identified CSR Programme and
projects. Review of the CSR policy is conducted annually under the guidance of the CSR
committee. The CSR Committee of the Company has approved, to carry out CSR activities on
its own and also through the two Trust/Foundations, namely Bhavarlal and Kantabai Jain
Multipurpose Foundation (BKJMF) Trust, Jalgaon and another Section-8 Company, Gandhi
Research Foundation (GRF), Jalgaon. The CSR Report is attached as Annexure III to this
report. Please refer to the corporate social responsibility report and business
responsibility and sustainability report for more details.
3) Key Managerial Personnel, Directors retiring and their background
a) Key Managerial Personnel
The following are KMP's of the Company for FY 23
Sr. |
Name of KMP's |
Designation |
1) |
Shri. Ashok B. Jain |
Whole Time Director |
2) |
Shri. Anil B. Jain |
Vice Chairman & Managing Director |
3) |
Shri. Ajit B. Jain |
Joint Managing Director |
4) |
Shri. Atul B. Jain |
Joint Managing Director & Chief Financial Officer(up to 28.02.2023) |
5) |
Shri. Bipeen Valame |
Chief Financial Officer (W.e.f. 01.03.2023) |
6) |
Shri. Avdhut Vasant Ghodgaonkar |
Company Secretary & Chief Compliance Officer |
b) Retiring Directors
In accordance with the provisions of the Act and the Articles of Association of the
Company Mr. Ashok B Jain, retire by rotation at the ensuing annual general meeting. The
Board of Directors, on the recommendation of the Nomination and Remuneration
("NRC") Committee, has recommended his re-appointment.
Shri. Atul B. Jain retires by rotation as per the Companies Act, 2013, and being
eligible offers himself for reappointment, at the ensuing Annual General Meeting. The
brief background of retiring director is as follows:
Mr. Ashok B. Jain (DIN: 00053157).
Mr. Ashok Jain is the Chairman of Jain Irrigation Systems Limited and a well-known
entrepreneur working for agriculture for the past over 4 decades. He is 56 years old and
is the eldest son of Late Dr. Bhavarlal Jain, the Founder Chairman. Mr. Ashok Jain
obtained his degree in Commerce from University of Pune. He is an avid sportsman and has
represented his alma mater in Cricket, Badminton, Hockey and Football. Mr. Ashok Jain took
a keen interest in the business activities of his family firm even as a student, taking
part in sales & marketing. He has worked both at Mumbai office on Import- Export &
Administration, in the Papain & PVC Pipe manufacturing activities in Jalgaon in his
early career. In 1989, he began to look after office and HR Management, Communication
function & Public Relations.
Appointed as Director of Jain Irrigation in 1993, he focused on marketing of drip
irrigation and provision of extension services of farmers throughout the country. In 1996,
he was appointed as Vice Chairman of the Company and began to support erection and
commissioning activities of the Food Processing Division and Bulk Raw Material purchases.
Then, he oversaw the Food Processing Division and Green Energy Product Division being
in-charge of Group's overall Administration, Public Relations and Policy Making. He has
built experience and expertise in all Divisions of the Company. He leads Company
initiatives in maintaining all important relationships with the farming community. He
ideates and implements philanthropic activities of the firm as well as family.
He is a Trustee of Gandhi Research Foundation, Vice President of Maharashtra Harijan
Sevak Sangh and Founder Director of Mahavir Co-operative Bank. The Government of
Maharashtra has also appointed him as a Member of Maharashtra State Board of Technical
Education. Maharashtra State Chancellor appointed him as a Senate Member of North
Maharashtra University- Jalgaon. Besides this, Government of Maharashtra has also
appointed him to the Board of Directors of Government Engineering College- Jalgaon.
Central Government of India has nominated him on the board and society of IIM, Raipur. In
2017 he received Maharashtra Corporate Excellence Award (Maxell Award). He has been
felicitated by various Organizations for his social contribution. After the passing of our
Founder Chairman, Shri. Bhavarlal Jain in 2016, the Board of Jain Irrigation unanimously
voted to Mr. Ashok Jain takes the responsibility of becoming the Chairman of the Company.
c) Disclosures on Independence etc.
The Company has received declarations from all the Independent Directors of the Company
confirming that:
a) they meet the criteria of independence prescribed under the Act and the Listing
Regulations; and
b) they have registered their names in the Independent Directors' Databank of IICA.
The Company has devised, inter alia, the following policies viz.:
[a] Policy stating Terms and Conditions for Appointment of Independent Directors.
[b] Appointment & Remuneration Policy for Directors,
Mr. Arvind Mokashi, Nominee Director (SBI Led Consortium) was appointed on 30th May,
2022 and resigned on 11th November, 2022 from the Board of the Company for personal
reasons.
4) Risk Management
The Company has a structured Risk Management Committee which comprises of : Mr.
Ghanshyam Dass as Chairman, Mr. D.R. Mehta ,Ms. Radhika Dudhat , Mr. Bastian Mohrmann, Mr.
Ajit Jain and Mr. Atul Jain. The Risk Management Committee has been entrusted with the
responsibility to assist the Board in:
a) overseeing and approving the Company's enterprise wide risk management framework;
and
b) ensuring that all material Strategic and Commercial including Cyber security, Safety
and Operations,
Compliance, Control and Financial risks have been identified and assessed and adequate
risk mitigations are in place, to address these risks. Further details on the Risk
Management activities including the implementation of risk management policy, key risks
identified, and their mitigations are covered in Management Discussion and Analysis
section, which forms part of the Annual Report.
c) Framework, designed to identify, assess and mitigate risks appropriately.
During FY 2023 no formal mechanism was placed for risk mitigation. A Chief Risk Officer
(CRO) post shall be filled to address risk comprehensively.
Please read para 5 Risk & Concerns at corporate level in Management Discussion and
Anlysis (MD&A).
For more details please refer to Business Responsibility and Sustainability Report
(BRSR).
5) Internal Financial Controls ("IFC")
The Board of Directors of the Company are responsible for ensuring that Internal
Financial Controls have been laid down in the Company and that such controls are adequate
and operating effectively. The foundation of Internal Financial Controls ('IFC') lies in
the Code of Conduct of the Company, policies and procedures adopted by the Management,
corporate strategies, annual business planning process, management reviews, management
system certifications and the risk management and mitigation framework.
The Company has IFC framework, commensurate with the size, scale and complexity of its
operations. The framework has been designed to provide reasonable assurance with respect
to recording and providing reliable financial and operational information, complying with
applicable laws and regulations, safeguarding the assets from unauthorized use, executing
transactions with proper authorization and ensuring compliance with corporate policies
formulated by Board or its sub committees. The controls, based on the prevailing business
conditions and processes have been tested during the year and no reportable material
weakness in the design or effectiveness was observed. The framework on IFC over Financial
Reporting has been reviewed by the internal team and the statutory auditors. The Company
uses various IT platforms to keep the IFC framework robust. The systems, standard
operating procedures and controls are implemented by the management team and are reviewed
by the internal audit team whose findings and recommendations are placed before the Audit
Committee.
a) Policies and processes adopted for orderly & efficient conduct of business
The Company has formalized various policies at Board level to ensure ethical, orderly,
timely, flexible and efficient conduct and control of business in all its divisions,
namely High tech agri inputs and plastic division, besides processing of foods and
vegetables through its subsidiary JFFFL in all products and others.
b) Safeguarding of assets
The Company has evolved efficient, effective mechanism for the safeguarding of its
assets whether tangible or intangible, assets and property with self-control or third
parties, funds or securities and negotiable instruments, employee associates. Besides
providing for safety, housekeeping and security of the assets, the assets are adequately
insured against perils/happenings etc.
c) Prevention and detection of fraud and errors
The Company has an internal audit department 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, which reviews
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 and regulations 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 the provision for Audit trail and
check mechanism for use by various auditors.
e) Timely preparation of reliable financial information
The Company has a robust and efficient mechanism for timely preparation of reliable
financial information, within given timelines and has a track record of submitting
information without any delay to relevant authorities.
f) Monitoring and Reporting
The Company has put in place a mechanism to monitor and report exceptions on compliance
requirements on enterprise wide level. Company has already implemented IT platform to
capture non conformity and reporting to Chief Compliance Officer & Company Secretary,
who is mainly responsible for the monitoring control and reporting function. In case of
non-compliance despite warnings thrown up in the system, a gradual system of remedial
action, warning, punishment is laid down depending on gravity and level of non-compliance
and deterrent is in place for non- compliance.
For details please refer to clause 5 of Management Discussion and Analysis (MDA)
6) Board Evaluation Process
In terms of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Board has constituted Nomination &
Remuneration Committee (NRC) with three independent Directors and one Non-independent
Director, and an independent Director being Chairperson of the Committee. Board has
evolved Company's policy for appointment and remuneration based on qualifications,
positive attributes, the details of which are laid out in Appointment & Remuneration
Policy at https:// www. Primeinfobase .in /Pages/ JISLJALEQS
_POLICY.aspx?value=3cYDU7170mvM600MSHCcMw==
a) Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and sub Regulation (3) and (4) of
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 a separate meeting of Independent Directors was held to review the performance of
Chairman and Executive Directors via Audio visual means based on certain desired
attributes: Director's Vision, Business & Industry Knowledge & Expertise,
Director's Business Commitment & Organizational Leadership, Director's Engagement at
the Board deliberations, Integrity & Honesty, etc.
The Nomination and Remuneration Committee has evolved the policy for performance
evaluation of Chairman, Executive Directors, Committee and the Board as whole and updated
the formats as per requirements of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015. The evaluation of the Board as a whole was conducted in the Board
Meeting held on 26.05.2023 and subsequently completed as per the provisions of the
Companies Act, 2013 and SEBI (LODR), Regulations, 2015.
b) Criteria for evaluation of Board and its Committees
Sr. Particulars |
Board Responsibility |
Parameters for evaluation |
1) Board |
Composition and Quality |
Board members have the appropriate talent, expertise, qualifications, and
skills to effectively contribute to meet the best interests of the company. |
|
|
The Board members spend sufficient time in understanding the vision,
mission of the company and strategic and business plans, financial reporting risks and
related internal controls and provides critical oversight on the same. |
|
|
The board has appropriate combination of industry knowledge and diversity
viz gender, experience, background. |
|
|
The Board has the proper number of committees as required by legislation
and guidelines, with well-defined reporting requirements. |
|
|
The Board understands the legal requirements and obligations under which
they act; i.e. byelaws, corporate governance requirements, etc. and discharge functions
accordingly. |
|
Board Meetings and Procedures |
The Meetings of the Board are held on regular basis and the frequency of
such meetings are enough for the Board to undertake its duties properly. |
|
|
The Board meeting agenda and related background papers are concise and
provide information of appropriate quality and detail on timely basis. |
|
|
The Board meetings encourage a high quality of discussions and decision
making. |
|
|
The Board effectively works collectively as a team in the best interest
of the company. |
|
|
All proceedings and resolutions of the Board are recorded accurately,
adequately and on a timely basis. |
|
|
The minutes of Board meetings are clear, accurate, consistent, complete
and timely. |
|
|
The facility for video conferencing for conducting meetings is robust. |
|
Strategy |
Board devotes time for development of suitable strategies and business
plans to effectively manage current and potential strategic issues. |
|
|
Effectively engages with management in the strategic planning process,
including corporate goals, objectives and overall operating and financial plans to achieve
them. |
|
Governance & Compliance |
The Board evaluates and analyses the compliance certificate from the
auditors / practicing company secretaries regarding compliance of conditions of corporate
governance and other applicable laws. |
|
|
The Board exhibits willingness to spend time and effort to learn about
the Company and its business. |
|
Risk Management |
The processes are in place for ensuring that the board is kept fully
informed on all material matters between meetings (including appropriate external
information e.g. emerging risks and material regulatory changes). |
|
|
The adequacy of Board contingency plans for addressing and dealing with
crisis situations. |
|
|
The Board has sufficient understanding of the risk attached with the
business structure and the Board uses appropriate risk management framework and whether
board reviewed and understood the risks provided in the internal audit report and whether
management has taken sufficient steps to mitigate the risk. |
|
|
The processes are in place for ensuring that the board is kept fully
informed on all material matters between meetings (including appropriate external
information e.g. emerging risks and material regulatory changes). |
|
Board and Management Relations |
The Board has a range of appropriate performance indicators that are used
to monitor the performance of management. (?? Whether these are documented? If not, this
could be removed) |
|
|
Adequate level of independence of the management from the Board. |
|
|
Management and the Board are easily accessible to each other |
|
|
The Board is well informed on all issues (short and long-term) being
faced by the Company. |
|
|
An effective succession plan of board in place. |
|
Relations with Stakeholders |
The Board regularly checks organization's vigil mechanism or whistle
blower policy & makes sure that the mechanism is working effectively during the year. |
|
|
The amount of time spent on discussions on strategic and general issues
is sufficient. |
|
|
(Note:- Repeated and hence could be dropped) |
|
|
The Board monitors and manages to avoid potential conflicts of interest
of management, members of the board of directors and shareholders, including misuse of
corporate assets and abuse in related party transactions |
|
Professional Development |
Adequate induction and professional development programs are made
available to new and old directors |
|
|
Appropriate development opportunities are encouraged and communicated
well in time. |
2) Committees |
Composition, Effectiveness, |
The Mandate, composition and working Procedures of the committee are
clearly defined and discussed. |
|
Functions and duties |
Committee takes effective and proactive measures to perform its
functions. |
|
|
The composition of the committee is in compliance with the legal
requirements. |
|
Structure of the |
The Committee is properly structured and regular meetings are held. |
|
Committee and Meetings |
Committee meetings are organized properly and appropriate procedures are
followed in this regard. |
|
Management Relations |
Committee meetings are conducted in a manner that encourages open
communication and meaningful participation of its members. |
|
Contribution to Decisions of the Board |
Committee makes periodic reporting to the Board along with its
suggestions and recommendations. |
3) Individual Directors |
|
The Director has sufficient understanding and knowledge of the entity and
the sector in which it operates. |
|
|
The Director understands and fulfils the functions as assigned to him by
the Board and the law. |
|
|
The Director is available for meetings of the Board and the Board
Committees where he is a member and attends the meeting regularly and timely, without
delay. |
|
|
Participates in board and committee meetings actively and consistently
and is able to function as an effective team-member. |
|
|
Understands, and can evaluate, the risk environment of the organization
and proactively contributes in development of strategy for the risks. |
|
|
Shares domain knowledge and experience to bear on the critical areas of
performance of the organization and keeps self-updated in knowledge in area of expertise. |
|
|
The Director has constructive and analytical decision making abilities
and core competencies for effective functioning of the Board. |
|
|
Demonstrates highest level of integrity (including conflict of interest
disclosures, maintenance of confidentiality, etc.) |
|
|
Where applicable, as Chairperson of respective committees, he/she is
impartial in conducting discussions, seeking views and dealing with dissent, etc. Seeks
appropriate clarification, or amplification of information as and when necessary. |
|
|
Conducts himself/herself in a manner that is ethical and consistent with
the applicable laws. |
|
|
Proactively contributes to development of strategy and towards risk
management of the Company. |
|
|
The Director is available for meetings of the Board and the Board
Committees where he is a member and attends the meeting regularly and timely, without
delay. |
|
|
Participates in board and committee meetings actively and consistently
and is able to function as an effective team-member. |
4) Chairman |
|
Whether the Chairman leads the Board effectively, whether the Chairman
ensure participation of all members in the Board deliberations, Whether Chairman guides
the Board /Management on key issues to be brought up to the Board for deliberations,
whether the Chairman enhances the Company's image in dealing with major stakeholders. |
7) Familiarisation programme for Independent Directors (ID's)
The Board members are provided with necessary documents / brochures, reports and
internal policies to enable them to familiarise with the Company's procedures and
practices. Periodic presentations are made at the Board and Committee meetings on business
and performance updates of the Company including Finance, Sales, Marketing of the
Company's major business segments, practices relating to Human Resources, overview of
business operations of major subsidiaries, global business environment, business strategy
and risks involved, quarterly updates on relevant statutory, regulatory changes and
landmark judicial pronouncements encompassing important laws are regularly circulated to
the Directors. Visit at headquarters is generally organized for the Independent Directors
on first appointment as Independent Director to enable them to understand and get
acquainted with the operations of the Company. Details of such familiarisation programmes
for the Independent Directors are available on the website of the Company.
8) Vigil Mechanism
The Company has adopted a Whistle Blower Policy & Vigil Mechanism to provide a
mechanism to all employees, suppliers and vendors to report their concern about suspected
fraud or violation of Company's ethics policy, code of conduct. The policy provides direct
access for all to Chairman of Audit Committee and it is affirmed that no person of the
Company has been denied access to the Audit Committee. The policy of vigil mechanism is
available on the Company's website and web-link there to is https://www.
primeinfobase.in/z_ JISLJALEQS/index. aspx?value=3cYDU7170mvM600MSHCcMw==
9) Fraud Reporting
Directors have confirmed that there is no detection of fraud. Pursuant to provisions of
the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the
Secretarial Auditor has reported any incident of fraud to the Audit and Risk Management
Committee during the year under review.
10) Fixed Deposits
The Company has not accepted, nor renewed any deposits from public, under the Companies
Act 2013 and Companies (Acceptance of Deposits) Rules, 2014, including amendments to the
same. The Company had no unclaimed / overdue deposits as on 31st March, 2023.
11) Auditors
a) Statutory Auditors
Singhi & Co., Kolkata Chartered Accountants were appointed as Statutory Auditors of
the Company for a term of 5 (five) consecutive years, at the annual general meeting held
on 30th December,2020. The Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer.
b) Cost Auditors
In accordance with the provisions of Section 148(1) of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, the Company has maintained cost records.
Pursuant to the provision of the Section 148 of the Companies Act, 2013, the Board has
appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai as the Cost Auditors for FY
2023. The Shareholders may approve the remuneration to be paid to them for FY 2023-24.
c) Secretarial Auditor
The Board had appointed M/s V. Laxman and Co. firm of Company Secretary in practice to
conduct Secretarial Audit for the financial year 2024. The Secretarial Audit Report for
the financial year ended March 31, 2023 is annexed herewith and marked as Annexure IX to
this Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.
d) PCS Certificate on Corporate Governance Report
Amrita Nautiyal & Associates, Mumbai certified Corporate Governance report under
SEBI (LODR) Regulations, 2015. The PCS Certificate is annexed herewith with Annexure IV
(Corporate Governance Report).
12) Meetings of the Board & it's Committees
a) Board Meeting
Seven Meetings of the Board of Directors were held during the year. The particulars of
the meetings held and attended by each Director are detailed in the Corporate Governance
Report. For more details please refer to CG Report Annexure IV.
b) Audit Committee
The Audit Committee comprises of: Shri
Ghanshyam Dass (Chairman), Shri. Narendra Jadhav, Shri Bastiaan Mohrmann, Ms. Nancy
Barry and Shri Anil Jain. During the year, all the recommendations made by the Audit
Committee were accepted by the Board. For details on scope etc. please refer to CG Report
at Annexure IV.
c) Corporate Social Responsibility Committee
The Corporate Social Responsibility comprises of: Shri D.R. Mehta (Chairman), Shri
Ashok B. Jain and Shri Atul B. Jain. A report on CSR initiatives by the Company and
mandated expenses in annexed at Annexure III.
d) Nomination and Remuneration Committee
Nomination and Remuneration Committee comprises of: Smt. Radhika Dudhat (Chairman),
Shri H P Singh, Ms.Nancy Barry and Shri Ashok B Jain has reviewed the managerial
remuneration for the year FY23. For details see Corporate Governance Report annexed
Annexure IV.
e) Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of: Shri Narendra Jadhav (Chairman),
Shri H P Singh and Shri Ajit B. Jain has appreciated management for its low
blemish/complaints record during the year. For details see Corporate Governance Report
annexed Annexure IV.
f) Risk Management Committee
The Risk Management Committee comprises of: Shri Ghanshyam Dass (Chairman), Shri. D.R.
Mehta, Smt. Radhika Dudhat, Shri. Bastiaan Mohrmann, Shri. Ajit B. Jain and Shri. Atul B
Jain. The committee met on 12.02.2022 and reviewed the risk framework and mitigation
measures. For details see Corporate Governance Report annexed Annexure IV.
g) Operations & Review Committee
The Operations & Review Committee comprises of : Shri. Anil B. Jain, Shri. Ajit B.
Jain, Shri. Atul B. Jain have reviewed the operations for FY 2023. For details see
Corporate Governance Report annexed Annexure IV.
h) Sub Committee (RP)
The Sub Committee (RP) comprises of : Shri. Anil B. Jain, Shri. Ghansham das, Smt.
Radhika Dudhat have reviewed the operations for FY 2023. For details see Corporate
Governance Report annexed Annexure IV.
13) a) Particulars of Employees
As per provisions of Section 134 of the Companies Act, 2013 only four of the persons in
employment of the Company have drawn remuneration in excess of Rs. 8,50,000/- per month,
during the year under review or part thereof as per details in the Annexure I to this
report.
b) Particulars of Top 10 Employees and related disclosures
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees (other than Key Managerial
Personnel's) in terms of net remuneration drawn and names and other areas handled by
employees are given below :
Sr. |
Full Name |
Designation |
Area of Responsibility |
CTC -FY 2022-23 (in') |
CTC-FY 2021-22 (in') |
1) |
Jain Abhay Kantilal |
President |
Sales Domestic (Maharashtra) |
7,564,922 |
6,707,100 |
2) |
Kataria Anilkumar |
President |
Sales Domestic (South) |
7,309,125 |
6,423,904 |
3) |
Samdani Vijay Loknath |
Senior Vice President |
IT - Project |
5,673,073 |
4,687,992 |
4) |
Patil Kalyansing Baburao |
Exe. Senior Vice President |
Sales Tissue Culture |
5,657,215 |
5,041,920 |
5) |
Desarda Dongarmal Inderchand |
President |
Indirect Tax |
5,344,031 |
4,556,076 |
6) |
Jain Jitendra Shrichand |
Exe. Senior Vice President |
Production Plastic Park |
5,252,563 |
4,628,664 |
7) |
Deshmukh Rajiv Bhalchandra |
Senior Vice President |
Banking |
5,101,826 |
4,629,360 |
8) |
Joshi Abhijeet Bhaskar |
Exe. Senior Vice President |
Product Development |
4,943,567 |
4,231,296 |
9) |
Patil Anil Bajirao |
Exe. Senior Vice President |
Tissue Culture |
4,942,743 |
4,221,456 |
10 |
Bhirud Ashish Pandurang |
Vice President |
Civil |
4,940,270 |
4,194,252 |
14) Promoters Group for the purposes of SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 2011
in pursuance to clause 10 (1) (a) (ii) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 and definition of group, the representative of Promoters'
Group of the Company has filed the following list of the individual Promoters and
Corporate entities of Promoters Group:
a) individuals
Sr. |
Name of the Core Promoter's |
1) |
Shri. Bhavarlal H. Jain (deceased) |
2) |
Shri. Ashok B. Jain |
3) |
Shri. Anil B. Jain |
4) |
Shri. Ajit B. Jain |
5) |
Shri. Atul B. Jain |
Sr. |
Name of Core Promoter's family members |
1) |
Smt. Jyoti Ashok Jain |
2) |
Arohi Ashok Jain |
3) |
Aatman Ashok Jain (N/G Ashok B Jain) |
4) |
Smt. Nisha A. Jain |
5) |
Athang Anil Jain |
6) |
Amoli Anil Jain |
7) |
Ashuli Anil Jain |
8) |
Smt. Shobhana Ajit Jain |
9) |
Abhedya Ajit Jain |
10) |
Abhang Ajit Jain |
11) |
Dr. Bhavana Atul Jain |
12) |
Anmay Atul Jain (N/G Atul B. Jain) |
13) |
Artham Athang Jain (N/G Athang A. Jain) |
b) Corporate Entities
Sr. |
Name of Corporate Entity |
1) |
Atlaz Technology Pvt. Ltd - Promoter Group |
2) |
Cosmos Investment & Trading Pvt. Ltd. - Promoter Group |
3) |
Jalgaon Investments Pvt. Ltd. - Promoter Group |
4) |
Jain Brothers Industries Pvt. Ltd. - Promoter Group |
5) |
JAF Products Private Ltd. - Promoter Group |
6) |
Jain Extrusion &Moulding Pvt. Ltd. - Promoter Group |
7) |
Jain Vanguard Polybutelene Ltd. - Promoter Group |
8) |
Labh Subh Securities International Ltd. - Promoter Group |
9) |
Pixel Point Pvt. Ltd. - Promoter Group |
10) |
Stock & Securities India Pvt. Ltd. - Promoter Group |
11) |
Timbron India Pvt. Ltd. - Promoter Group |
12) |
Jain Rotfil Heaters Pvt. Ltd. - Promoter Group |
13) |
Jain Eagro Com India Pvt. Ltd. - Promoter Group |
14) |
Kantabai Bhavarlal Jain Family Knowledge Institute - Promoter Group |
15) |
Gandhi Research Foundation - Promoter Group |
16) |
Jain Investments & Finance BV Netherlands - Promoter Group |
17) |
Jain Overseas Investment Ltd., Mauritius - Promoter Group |
c) Trust Entities
Sr. |
Name of Trust Entity |
1) |
Jain Family Holding Trust - Promoter Group |
2) |
Jain Family Investment Trust - Promoter Group |
3) |
Jain Family Enterprise Trust - Promoter Group |
4) |
Jain Family Investment Management Trust - Promoter Group |
5) |
Jain Family Trust - Promoter Group |
E] Policies and Other Relevant Disclosures
a) Policies
Following are links to website for various policy available and adopted at appropriate
forum of Company:
Sr. Policy |
Web Link |
1) Code of Conduct for Board Members & Senior Management etc. |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
2) Code for Prevention of Insider Trading |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
3) CSR Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
4) Whistle Blower Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
5) Policy for determining 'Material' Subsidiaries |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
6) Risk Management Policy and Mitigation |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
7) Performance Evaluation Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
8) Policy on Materiality and Dealing with Related Party Transactions |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
9) Disclosure of Information Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
10) Appointment & Remuneration Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
11) Dividend Distribution Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
12) Policy for Prevention of Sexual Harassment at Workplace |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
13) Quality, Environment, Occupational Health & Safety Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
14) Policy on Presrvation of Documents |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
15) Centrallised Purchase Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
16) Anti-Bribery and Anti-Corruption Policy |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
17) Audit Committee Charter |
https://www.primeinfobase.in/z_JISLJALEQS/index.aspx?value=3cYDU7170mvM600MSHCcMw== |
b) Others
Sr. Policy |
Web Link |
1) Famillarization Programme for Independent Directors |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
2) Media Agreements |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
3) Investors Handbook |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
4) Hierarchy of Escalation of Redressal of Investor Complaints |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
5) Terms and Conditions of Appointment of Independent Directors |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
6) Internal Audit Charter |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
7) Succession Planning |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
8) List of Senior Executives |
https://www.primeinfobase.in/z_JISLJALEQS/index.
aspx?value=3cYDU7170mvM600MSHCcMw== |
F] Disclosures about Environment Health and Safety Performance, Energy Conservation,
Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo.
1) Environment Health and Safety Performance
Environment, Health and Safety performance 2022-23
1) In the PVC Pipe department a water tank made of HDPE material is installed to
collect the rainwater from the rooftop in the rainy season for use in manufacturing. Also
collection of rainwater started in an underground water tank which is already constructed.
This resulted in reduction of extraction of groundwater.
2) Modification done to extruders to lift and load product into the trolley. This
automation reduces operator fatigue in PVC Pipe plants.
3) Routes for conveying finished products from PVC Pipe manufacturing to storage
revised and reduction in fuel consumption achieved.
4) In Filter fabrication Safety guarding improved for machine and operator safety.
5) In Filter assembly safety cage was provided for operator safety during testing.
6) In dripline manual coiling eliminated by use of semi automatic coilers.
7) New machine installed to eliminate use of LPG gas.
8) Increased plantation in the factory at hyderabad location.
9) Safety guard provided for printing machines.
10) Rooftop rainwater is collected and fed to the soak pit for improving ground water
level as well as direct use of rainwater in manufacturing systems implemented in the
Hyderabad plant.
11) Provided rail for scissor lift and jib crane to improve ergonomics in sheet plant.
12) Safety guard improved for the cutter to reduce hazard in PVC Sheet.
13) In sprinkler pipe Installed lifter for finished products to minimize internal pipe
handling.
14) Two way switch installed on machine to eliminate hazard in sprinkler pipe plant.
15) Real time monitoring instrument incorporated for workplace monitoring.
16) Openwells safety improved by providing additional checks.
17) Internal traffic control system improved by providing more features.
18) Rain water harvesting systems implemented for direct use through filtration in HDPE
pipe.
19) Alarm System installed and PLC Programming modification done for temperature and
high current to mixers to avoid batch burning.
20) EOT installed for handling large diameter pipes to reduce operator load and improve
ergonomics at the workplace.
2) Energy Conservation, Technology Absorption, Research and Development, Foreign
Exchange Earnings and Outgo.
Agri Park & Tissue Culture
A) Energy and Water Conservation
In tissue culture, multi-head dispensers have been developed for dispensing plant
growth media. This has reduced the time required to dispense the media by 83.0% which
saves energy.
B) Technology Absorption
New equipment, ELISA plate wash has been added to increase efficiency of molecular
diagnostic for the plant virus testing.
To improve plant growth and vigour of tissue culture plants, breathable lids have been
introduced for the in vitro stage. This has improved growth by 30% and vigour by 25%.
C) Research and Development
Three new promising lines of mandarin identified for further evaluation. These lines
show better performance than the existing Nagpur Mandarin or Nagpur Seedless.
An onion improvement program on a new variety of white onion for kharif season which
has high yield and better suitability for processing has been identified. Large scale seed
production is being organised for commercial seed production and cultivation.
In the mango breeding project, based on fruit quality and yield, 20 hybrids have been
shortlisted for further evaluation.
In tissue culture, Embryogenic Cell Suspension technology has been developed for Mango.
This will enable large scale production of Mango plants through tissue culture. The
technology will also be used for gene transformation studies.
3) Foreign Exchange Earnings and Outgo
a) The foreign exchange earnings & outgo are as per details hereunder:
|
2022-23 |
2021-22 |
C. I. F. Value of Imports, Expenditure and Earnings of Foreign
Currency |
|
|
CIF value of imports Raw materials and components and Stores and Spares |
3639.33 |
1,211.66 |
Capital goods |
27.64 |
15.99 |
Total |
3666.95 |
1,227.65 |
Expenditure in foreign currency (on accrual basis) |
|
|
Interest and finance charges |
111.94 |
87.68 |
Discount / commission on export sales |
16.79 |
38.63 |
Export selling / market development expenses |
60.08 |
0.94 |
Travelling expenses |
4.41 |
1.70 |
Law and legal / professional consultancy expenses |
21.52 |
20.05 |
Testing, quality and other charges |
7.57 |
11.15 |
Total |
222.31 |
160.15 |
Earnings in foreign currency |
|
|
FOB value of exports (on the basis of bill of lading) |
3425.58 |
3,715.11 |
Total |
3425.58 |
3,715.11 |
b) Material Changes & Commitment affecting the Financial Position of the Company
There are no material changes affecting the financial position of the Company
subsequent to the close of the Financial Year 2023 till the date of this report.
There has been no change in the nature of business of the Company.
There is no proceeding pending under the insolvency and Bankruptcy Code, 2016.
There was no instance of onetime settlement with any Bank or Financial institution.
G] Mandated Annexures
1) Corporate Governance Report
The Company constantly endeavors to follow the corporate governance guidelines and best
practices sincerely and disclose the same transparently. The Board is conscious of its
inherent responsibility to disclose timely and accurate information regarding the
Company's operations, performance, material corporate events as well as on the leadership
and governance matters relating to the Company.
The Board, at all times exercises its independence both, in letter and in spirit, and
the Directors fully understand their fiduciary duties. The Directors have always acted in
the best interest of the Company and will continue to do so in the future. it is equally
important to state that the Company has a professional and competent leadership team for
the management of the business. The Board guides, supports and compliments the Management
team towards achieving the set objectives to make the enterprise more sustainable and
valuable in the future.
A separate Corporate Governance Report is attached as Annexure iV forming part of
Director's Report in terms SEBi (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A Certificate from Practicing Company Secretary, confirming compliance
of Corporate Governance disclosures and requirements and SEBi (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is also attached together with CEO
Certificate/declaration.
2) Management Discussion and Analysis Report (MDAR)
As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a separate Management Discussion & Analysis is given elsewhere in
the Annual Report at Annexure V.
3) Particulars of Loans, Guarantees or Investments of the Company
The details of Loans given, Guarantees provided or Investments made by the Company
during FY 2022 are given at Annexure VI.
4) Consolidated Financial Statements
Consolidated Financial Statements are prepared in accordance with IND-AS and form part
of the Annual Report. Pursuant to Section 129 (3) of the Act, a statement in Form AOC-1
annexed at Annexure II containing the salient features of the financial statements of the
subsidiary companies are attached to the Financial Statements Annexure II. The financial
statements will also be kept open for inspection by any Member at the Registered Office of
the Company. In terms of requirement of the Companies Act, 2013 the financial statements
of the Company, consolidated financial statements along with relevant documents are
available on the website of the Company.
5) Significant, Material orders passed by the Regulators/ Court/ Tribunals
There are no material orders or judgments passed by the Regulators/ Court/ Tribunals
which would impact the 'going concern' status of the Company or its future prospects,
subject to contingent Liabilities as mentioned in the notes forming part of the Financial
Statements.
6) Secretarial Standards
The Company has followed during year under review the applicable Secretarial Standards,
i.e. SS-1 and SS- 2, relating to 'Meetings of the Board of Directors' and 'General
Meetings' respectively.
7) Extract of Annual Return of FY 2022-2023
As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual
Return in form MGT - 7 is available on
https://www.primeinfobase.in/z_JISLJALEQS/files/Form_MGT_7_JISL_2021.pdf.
8) Directors Remuneration
The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014 are given
in Annexure VII to this Report.
9) Contracts or arrangements with related parties
The Contracts and arrangements entered into during the year with Related Parties were
on arm's length basis, in compliance with the applicable provision of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, although except Subsidiaries where Transfer Pricing arrangements are in
place complying with regulations in country of operation, no fresh RPT or material RPT has
been entered into by Company. The Company has transactions with subsidiaries in ordinary
course of the business for some of the export-import related transactions for details
refer Annexure VIII.
There are no "materially significant" Related Party Transactions entered into
by the Company with Promoters, Directors, 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 Shri Ghanshyam Dass (Chairman), Shri.Narendra Jadhav, Shri
Bastiaan Mohrmann, Ms.Nancy Barry and Shri Anil Jain of the Company for its approval. The
Audit Committee also reviews on quarterly basis all Related Party Transactions during the
quarter whether or not previously approved. The Company has adopted Policy on Materiality
and dealing with Related Party Transactions. The policy approved by the Board is available
on Company's website and web-link thereto is https://www. Primeinfobase .in/z_ JISLJALEQS/
files/Policy_on_Materiality_and_Dealing_with_ Related_Party_Transactions.pdf.
10) Business Responsibility & Sustainability Report
Pursuant to Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Business Responsibility & Sustainability Report
(BRR) describing the initiatives undertaken by the Company from an environmental, social
and governance perspective, in the prescribed format and as per new National Voluntary
Guidelines (NVG) is annexed as Annexure X and also hosted on the Company's website
www.jains.com.
H) Miscellaneous
a) Acknowledgement
The Directors take this opportunity to place on record their appreciation of whole
hearted support received from all stakeholders, customers and the various departments of
Central and State Governments, Financial Institutions, Bankers, the Dealers and Suppliers
of the Company. The Directors wish to place on record their sense of appreciation for the
devoted services of all the associates of the Company.
Sd/- |
Sd/- |
Anil B. Jain |
Ajit B. Jain |
Vice Chairman and |
Joint Managing |
Managing Director |
Director |
Date : 17th August 2023 |
|
Place : Jalgaon |
|
|