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Jain Irrigation Systems
BSE: 500219|NSE: JISLJALEQS|ISIN: INE175A01038|SECTOR: Plastics
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Explore Jain Irrigation connections « Mar 10
Directors Report Year End : Mar '11
To the members,
 
 The Directors present their report on the financial performance,
 business and operations of the Company for the year ended 31st March
 2011.
 
 1. Financial Highlights                    Rs. in Million (except EPS)
 
 Particulars                                 2010-11         2009-10
 
 Domestic Sales                               27,349          21,735
 
 Export Sales & Services                       5,158           5,209
 
 Other Operating Income                          802             285
 
 Sales and Operating Income                   33,309          27,229
 
 Operating Profit                               7,594           6,647
 
 Interest and Finance Charges                  2,364           1,943
 
 Depreciation and Amortisation                   834             686
 
 Amounts written off and provisions              121              96
 
 Profit before taxation & 
 exceptional items                             4,275           3,922 
 Provision for
 Tax
 
 Deferred Tax (Asset)/Liability                  200             317
 
 Current Tax-Provision                           909             670
 
 MAT Credit                                      201             232
 
 Profit for the year before Prior 
 Period Expenses                               2,965           2,703
 
 Prior Period Items- Income/ (Expenses)          -12               9
 
 Profit for the year                            2,953            2712
 
 Profit b/f from the previous year             4,449           2,851
 
 Balance available for appropriation           7,402           5,563 
 Out of which the
 
 Directors have appropriated as under;
 
 Proposed Dividend                               386            357
 
 Dividend Tax                                     64             61
 
 General Reserve                                 300            271
 
 Transfer to CRR                                  23            425
 
 Balance to be carried forward                 6,629          4,449
 
 Earnings Per Share
 
 Basic                                          7.75           7.17
 
 Diluted                                        7.74           7.15
 
 2. Operations
 
 The net sales have increased by 22.3% on yoy basis, since exports
 remained flat at Rs. 5,158 Mn while the domestic sales improved by an
 impressive 25.6% at Rs.27,349 Mn backed by growth in MIS/SIS (32%), Agro
 processing (10%) and Pipes(9%). The MIS/SIS growth was primarily due to
 increased retail sales in States like Maharashtra, Andhra Pradesh,
 Gujarat, and Punjab and project sales in Karnataka, & Rajasthan. The
 growth in Agro processing sales were mainly on account of higher demand
 for mango puree in our European & Middle East markets while growth in
 Domestic business was on account of continuing robust off-take from MNC
 beverage company. The pipe growth was due to increased retail business
 in Maharashtra, Madhya Pradesh, Karnataka, Gujarat and Rajasthan while
 the Duct distribution, Gas distribution & water distribution pipes, all
 three segments contributed to the increased domestic sales of the PE
 pipes.
 
 The operating income includes Rs.554.03 Mn (Rs.142.39 related to 2009-10)
 due from Government of Maharashtra under eligibility certificate issued
 under the Industrial Promotion Scheme from DIC, GoM. The EC is valid
 for a period of 7 years from 30th September 2009 or till the amount of
 benefit gets exhausted, whichever is earlier.
 
 Due to changes in foreign currency rates, the notional gain was lower
 by over 85% yoy basis at Rs.102.1 Mn.  Even though the tighter monetary
 regime resulted in an increase of Rs.420 Mn. in finance charges on
 absolute basis, the impact on cost of sales was flat at little over 7%.
 The profit for the year was at Rs.2965 Mn. (as against Rs.2703 Mn. last
 year), an increase of 10%.
 
 3. Dividend                                            Rs. in Million
 
 Proposed Dividend on Preference Shares (4%)                  0.23
 
 Dividend Tax-Preference Shares                               0.04
 
 Proposed Dividend on Equity Shares                         385.89
 (50%) Rs. 1/- per Share
 
 Dividend Tax- Equity Shares                                 64.07
 
 Besides small Preference Dividend payable for partial year (3 months)
 as above; the Directors propose to the Shareholders a Dividend of Rs.1
 per share, on Ordinary Equity Shares of Rs.2 each involving an out go of
 Rs.385.89 Mn. to all eligible Shareholders and Rs.64.07 Mn. as Dividend
 Distribution Tax for the year ended 31st March 2011.
 
 4. Sub Division of Equity Shares, Preferential Issue, ESOP related
 Shares allotment, DVR''s
 
 As the Members may be aware the Company had announced a sub division of
 Equity Shares of Rs.10 each into Ordinary Equity Shares of Rs.2 each on 9th
 August 2010. The sub division became effective on 1st November 2010 and
 the new ISIN number for Equity Shares is INE 175A01038.
 
 In terms of the Shareholder''s approval of 9th March 2011, the Board of
 Directors have allotted on a preferential basis as per applicable SEBI
 (ICDR) Guidelines 2009 6.1 Mn Equity Warrants of Rs.228.15 each
 aggregating to Rs.1,391.72 Mn against deposit of Rs. 347.93 Mn (being 25%
 of issue price) by the select Individuals and entities of the
 Promoter''s Group. The Equity Warrants carry an option for request for
 allotment of Equity Shares of Rs.2 each for cash at a premium of Rs.226.15
 each by paying the balance 75% money anytime within 24th September
 2012.
 
 During the year under review Associates holding ESOP''s equivalent to
 45,38,000 opted to exercise the option attached to the their options
 and applied for 4,538,000 Equity Shares of Rs.2 each at an exercise price
 of Rs. 61.55 each (2,250 Equity Shares), Rs.82.69 each (2,090,425 Equity
 Shares) and Rs.113.60 each (2,445,325 Equity Shares). This resulted in an
 increase in paid up capital by Rs.9.08 Mn and securities premium account
 by Rs.441.71 Mn.
 
 While after 31st March 2011 Associates holding ESOP''s dividend
 equivalent to 161,625 opted to exercise the option attached to the
 their ESOP''s and applied for 161,625 Equity Shares of Rs.2 each at an
 exercise price of Rs.61.55 each (1,500 Equity Shares), Rs.82.69 each
 (134,200 Equity Shares) and Rs.113.60 each (25,925 Equity Shares). This
 resulted in an increase in paid up capital by Rs.0.32Mn and securities
 premium account by Rs.13.81 Mn.
 
 The proceeds of deposit amount of Equity Warrants and the Equity Shares
 allotted against ESOP options exercised have augmented the long term
 resource base of the Company and hence the Directors confirm having
 used the funds as per the objects of the said issues.
 
 On the 27th January 2011, the Board Of Directors announced the decision
 to capitalize reserves and allot Equity Shares of Rs.2 each with
 Differential Voting Rights (DVR''s) and as per requirements of Companies
 (Passing of Resolutions by Postal ballot) Rules, 2001, the members have
 passed with requisite majority the resolutions to amend the Capital
 Clause in the Articles of Association to enable the Company to issue
 such DVR Equity Shares. Since then the Company has applied on 15th
 February 2011 through the designated Stock Exchange (i.e. The Bombay
 Stock Exchange,) the necessary exemption under the under sub-rule (7)
 of rule 19 of Securities Contracts (Regulation) Rules, 1957 for
 relaxing strict enforcement of clauses (b) to sub-rule(2) of Rule 19
 thereof in respect of proposed Bonus Issue of DVR Equity Shares. The
 exemption applied for above is still awaited and Company shall fix a
 Record Date soon after the SEBI exemption is received and the SE''s
 give in Principle permission for listing of the DVR bonus Shares.
 Thereafter the process of allotment and issue of DVR Equity Shares
 shall be completed expeditiously.
 
 5. Resource mobilization and capacity expansion
 
 During the year under review, the Company has raised from international
 financial markets / institutional lenders, further Buyers Credit/
 Foreign Currency unsecured Loans based on LIBOR linked rate at
 competitive pricing. Total amount sanctioned and disbursed is CHF
 17.75Mn (equivalent to Rs.826.5 Mn).  The loan amounts are being used by
 the Company for the expansion and modernization activities in MIS/ SIS
 business. The Company has invested an amount of Rs.3,594 Mn on capital
 expenditure to increase the capacity in various divisions. An amount of
 Rs.1,962 Mn has been spent on capital expenditure for the MIS/SIS
 
 division by increasing the capacity of 53,060 MTPA.  Rs.321 Mn has been
 spent on capital expenditure for the piping segment adding in excess of
 33,645 MTPA in the segment. Rs.647Mn has been spent on capital
 expenditure for the Agro processed division. An amount of Rs.15 Mn has
 been spent on capital expenditure for Tissue Culture segment to
 increase the capacity by 5 Mn plantlets. The Company has spent an
 amount of Rs.141 Mn in Green Energy/Solar business while it has started a
 Solar PV manufacturing facility at an initial cost of Rs.122 Mn during
 the year under review. An amount of Rs.385 Mn was spent towards
 strengthening the common corporate service infrastructure.
 
 6. Significant Awards, Accolades & recognitions
 
 The Company has received several awards on International and National,
 State level during the year under review, however significant amongst
 them are:
 
 - IFC''s (partofWorld BankGroup) Client Leadership Award for pioneering
 work to promote sustainable agriculture and raise farmers'' incomes
 through the efficient use of water, energy and fertilisers
 
 - The Financial Times London and Arcelor Mittal Boldness in Business
 Award in Environment category for 2010 for For pioneering drip
 irrigation in India, it worked tirelessly and drove the growth of this
 simple yet highly effective technology. It multiplied yields at
 considerably lower water usage. Wastelands could now be cultivated and
 greened. More Crop Per Drop made real difference to environment. Jain
 Irrigation went beyond offsetting its carbon footprint and achieved
 sustainability on a more fundamental level.
 
 - Recently, the Company was granted US Patent 7963569 titled ‘locking
 pipe joint and method of making the same''.
 
 onion for Jain Irrigation Systems Limited in 1996. This acquisition
 gives JISL a possibility of addition of many more products in its Food
 Division product range. It brings JISL one step closer to the market.
 The Company received a prestigious Food Manufacturing Excellence Award
 after acquisition. SQFL has started Juice Trading Division for which
 Juices are procured from different parts of the world.
 
 Harvard visit of farmers
 
 Two small but successful farmers who started small time but are shining
 examples of how technology & innovative cultivation methods transformed
 lives of farmers in the country were part of an invited delegation at
 Harvard Business School. The farmers made a full scale presentation the
 delegates at Harvard School and also faced some questions-answers from
 those present.  These farmers have used your Company''s product &
 technology and are proud customers.
 
 THE Machines acquires PRO-TOOL AG
 
 Recently, THE Machines, a multi-generation subsidiary of the Company
 has acquired 75% stake in Pro-Tool Ag, Wynau, Switzerland, a Swiss
 Corporation active in Plastic Injection Mould manufacturing,
 engineering and tool manufacturing. The Company has ability to acquire
 balance 25% based on prefixed valuation of the Company in next 10
 years. By this acquisition the engineering capabilities of the group
 get further enhanced specially in the field of plastic mould making.
 
 8. Other strategic and major developments post March 2011
 
 We have been engaged in solar business for more than 17 years and we
 believe solar energy systems and products are a large potential
 business. The Government of India, Ministry of Non Conventional Energy
 has also launched the Solar Mission under which it has targeted:
 
 - to create an enabling policy framework for deployment of 20,000 MW of
 solar power by the year 2022;
 
 - to achieve 15 million square meters of solar thermal collector area
 by 2017 and 20 million square meters by 2022;
 
 - to deploy 20 million solar lighting systems for rural areas by 2022;
 and
 
 - to achieve these objectives through the private sector making focused
 efforts in the solar thermal and energy areas.
 
 Our solar division had income of Rs.358.5 million for the year ended
 March 31, 2011. As a small division, we believe it could not get the
 desired attention of a business having huge potential. We aim to focus
 on this business as a separate and standalone entity and to exploit
 non-conventional sources of energy mainly through solar systems
 applications. In Fy 2012 we will transfer the assets of our solar
 business to a 100% owned Indian subsidiary. Our solar business
 comprises of manufacturing, installation, and operation of solar water
 heating systems, solar photovoltaic appliances and solar pumps. We
 believe that consolidating this business within a single subsidiary
 will help us focus on this business, which we believe will have strong
 growth in the future.
 
 Company has not yet launched the proposed issue of 331 Mn Equity shares
 of Rs.2 each under Qualified Institutional Placement / FCCB/ EDR/ GDR due
 to uncertain market conditions. The Board shall take decision at an
 appropriate time and keep the Shareholders informed through websites of
 BSE/ NSE for any development on the subject.
 
 In it''s pursuit to become a global leader around its core domain of
 agri-business, your Company has acquired a rich pool of tacit and
 direct knowledge on the customer base (small farmers) through its
 strong dealer network. One of the key observations that Company has
 developed over its long establishment period is the inadequacy of
 and/or untimely credit that the small farmer segment is delivered for
 his agricultural needs.  In this context, your Company has promoted a
 NBFC namely Sustainable Agro Commercial Finance Limited - with the
 overall objective of serving the small farmer and rural constituency in
 bridging the current gap. This will help the Company to reduce
 receivables in the balance sheet and significantly improve working
 capital cycle for the Micro Irrigation business. Company has made an
 application to Reserve Bank of India for license. IFC (World Bank
 Group) has agreed to become 10% share holder of proposed NBFC.
 
 In Karnataka new Micro Irrigation Corporation namely Anthara Gange
 Sukshama Niravari Nigam has been launched by State Government to
 promote the spread of MIS/SIS in the state. After Andhra Pradesh,
 Gujarat and Tamil Nadu this is the fourth state to have started a
 special corporation for spread of MIS/SIS in state with central
 assistance. This will help to channelize the funds systematically into
 the development of MIS/SIS in the Karnataka State and the potential to
 cover larger areas under the MIS/SIS is enhanced with this recent
 development.
 
 At the new proposed location in Alwar, Rajasthan the Company has
 commenced activities to install following capacities for products as
 under:
 
 Product                                   Capacity per annum
 
 MIS                                          17,200 MT
 
 Pipes                                        42,200 MT
 
 Fittings (GH/PH/Nur./Shade H.)               16 lac sq. mtr.
 Tissue Culture                               50 lac plants
 
 Dehydrated Vegetable                         3,000 MT
 
 Solar                                        10 lac nos.
 
 and hope to commence commercial operations for plastics business at
 above location from October 2011 onwards. The plant will generally
 serve the Northern Indian market which has exhibited a large growth
 potential.
 
 9. The operations of subsidiaries
 
 The Mauritius based direct subsidiary of the Company has earned an
 income of $ 116,066 and made a net loss of $ 810,872. Summarised
 Balance Sheet and the Income statement of the said subsidiary is
 available elsewhere in the Annual Report. The resources of the
 subsidiary have been further strengthened by infusion of .5 Mn. as
 loan during the year under review. The Netherlands based direct
 subsidiary of the Company has earned an income of 9,000 and made a
 net loss of 8,047. Summarised Balance Sheet and the Income statement
 of the said subsidiary is available elsewhere in the Annual Report. The
 resources of the subsidiary have been further strengthened by infusion
 of .5Mn as Equity Capital/Share premium and loan of  Mn during the
 year under review.
 
 Other Subsidiaries
 
 Information on operations of other subsidiaries including new
 acquisitions has been covered in Management Discussion and Analysis in
 this report.
 
 10. Employee Stock Option Plan (ESOP)
 
 The implementation of Employees Stock Options and Shares Plan, 2005
 (ESOP-2005) has continued during the year under review. Thus four lots
 are now issued to eligible employees including whole time directors,
 and key management personnel. No employee has been issued options
 entitling such person to subscribe to more than 1% of Equity Share
 capital of the Company.
 
 11. Directors retiring and their background
 
 Retiring Directors
 
 Shri. D.R. Mehta and Shri. Ghanshyam Dass are retiring by rotation and
 being eligible offer themselves for reappointment at the ensuing AGM.
 Dr.Arun Kumar Jain, Additional Director retires at the ensuing AGM.
 The Company has received a proposal to appoint him as Director liable
 to retire by rotation and it shall be placed before the meeting for
 Members decision on appointment.
 
 On 5th October 2010 of Shri. A.R. Barwe the then Chairman of Audit
 Committee and an Independent Director on Board of the Company died. He
 had been with the Company as a Director since August 2002 and had
 played important part as Audit Committee Chairman in difficult times in
 the early part of decade.  The Board of Directors wish to place on
 record their deep appreciation of the invaluable services rendered by
 him as an Independent Director and Chairman of the Audit Committee of
 the Company for a period of above 8 years.
 
 In terms of the Corporate governance requirements, given below are the
 brief resume of each of the retiring directors:
 
 Shri D.R. Mehta was appointed on 26th December 2007. He joined Indian
 Administrative Service in 1961 and held important positions in the
 Govt. of Rajasthan and later in Govt. of India. He was the Chairman of
 Securities and Exchange Board of India (SEBI), an apex regulatory body
 that deals with the regulation and development of the capital market in
 India. He has been credited with transforming the Capital Market in
 India into a modern, efficient, safe, vibrant and a very investor
 friendly one. His prior prestigious postings include the Deputy
 Governor of Reserve Bank of India, Director General of Foreign Trade,
 Ministry of Commerce, and Additional Secretary, Banking, Ministry of
 Finance. Born in 1937, he is a graduate of Arts and Law from Rajasthan
 University. He also studied at Royal Institute of Public
 Administration, London and Alfred Sloan School of Management, MIT,
 Boston. There is another side to this sterling personality-human side.
 A man of compassion, he set up the Bhagwan Mahavir Viklang Sahayata
 Samiti in 1975. He was conferred the Padma Bhushan civilian award on
 5th May 2008 for Social sector Work.  Shri. Ghanshyam Dass was
 appointed on 25th August 2009. He has had an outstanding career in
 domestic, international banking and Capital Markets for over 32 years,
 during which he developed a firm understanding of the complexities of
 international markets. He is thoroughly familiar with the regulatory
 and business environment in USA, European Union, South East Asia, The
 Middle East, India and other major money-center locations. Mr. Dass is
 an Advisor to Intel Capital, Task Force, Founder Member Association of
 Outsourcing Professionals (AOP), Member Academic Council – Union Bank
 School of Management, Member of the CII National Council on Corporate
 Governance and Regulatory Framework and CII National Committee on
 Capital Markets and Government Nominee on the Governing Council of The
 Institute of Company Secretaries of India (ICSI). Mr. Dass is a member
 of Brickwork Ratings Committee (A Credit Rating Agency) and Vice
 President Karnataka Athletics Association.
 
 Dr. Arun Kumar Jain was appointed as an Additional Director on 4th
 April 2011 He is one of India''s best known strategy scholars and
 author. Widely traveled, he has taught at leading Universities in USA,
 UK, Greece, France, Germany, and Singapore. He holds honorary chairs as
 Distinguished Professor of Corporate Governance and Strategy at SP Jain
 Center for Management, Singapore & Dubai, and Affiliated Professor of
 Strategy, International Business and Corporate Governance at EM
 Strasbourg School of Business, Strasbourg (France''s largest University)
 and previously Research Chair Professor at German Graduate School of
 Business and Law (Germany) and Chairman & President of Center for
 Accelerated Learning, Innovation, and Competitiveness (Germany). His
 research has been published in international journals including Harvard
 Business Review.  All his books on general management, viz. Competitive
 Excellence; Corporate Excellence; and Managing Global Competition have
 received India''s Best Book Awards.  His two textbooks, Crafting and
 Executing Strategy (running in 16th edition) and International Business
 (in 6th edition) are standard MBA texts in India and abroad.
 
 Dr. Jain is a gold-medalist mechanical engineer (having received the
 ‘All-Round Best Student'' award), Ph.D. from Indian Institute of
 Management-Ahmedabad (having received IFCI Outstanding Doctoral
 Research Award), and an alumnus of IFC-World Bank. Before joining full-
 time Indian Institute of Management–Lucknow (India), he was a faculty
 at IIM-Bangalore. Professor Jain has presented delivered keynotes at
 Council of Europe (Strasbourg), Global Corporate Governance Forum at
 Washington, World Bank/IFC, Bundesbank (Germany), Global Forum for
 International Investment (Paris), OECD at Paris and Copenhagen, UNCTAD,
 MITI (Japan), European Union (Brussels), Commonwealth Secretariat (UK),
 India-Germany Business Forum (Germany), etc.
 
 12. Director''s Responsibility Statement
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956, 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 and 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, 2011, and, of the profit of the Company for the year ended
 31st March, 2011;
 
 iii) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of
 Companies Act,1956, 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 financial
 year ending 31st March, 2011 on a ‘going concern basis''.
 
 13.Material Developments in Human Resource
 
 i] Associate Engagement
 
 Apart from the overall development of our associates, the Company is
 adopting various HR initiatives for bringing in the feel of
 organization as a large family amongst not only the associates but
 also the families of the associates in a systematic manner.
 
 Pilgrim tours were undertaken for the associates above the age of 45
 and their parents and grandparents.  Total 7 pilgrim tours of 10 days
 each involved 137 associates and 189 parents and grandparents.
 
 People in general find it awkward to discuss about the issue of
 infertility and it leads them to not taking proper guidance / treatment
 for the same. 29 Associates having infertility issues were identified
 and counseling and proper medical treatment, all expenses paid, was
 initiated for them.
 
 Our efforts which started with conducting Intelligence Quotient and
 Aptitude Test and the special coaching to the children of our
 associates yielded good results and first batch taking up SSC
 examinations produced 100% result.
 
 Apart from the academic coaching, a 15 day residential Personality
 Development camp was organized for the children of our associates. 113
 children of the associates benefited from the program.
 
 The practice of providing educational scholarships to the children of
 associates on need and merit basis continued. 261 children of our
 associates benefited with the scholarship amounting to Rs.3.86 Mn.
 
 Initiative for the visits of family members of the associates to all
 the Jalgaon plant locations of the Company, giving them information
 about work culture and importance of the job their family member is
 being continued. Total 115 visits involving 4,537 family members of 984
 associates were conducted.
 
 As a recognition of the performance and the long service, 47 more Tata
 Nano cars were presented to the deserving associates on the occasion of
 Bhaubeej (Diwali) in 2010.
 
 Apart from the then limited coverage, the Company has decided to cover
 all the associates who have completed more than two years of service
 under the umbrella of Superannuation. Total 3,523 associates were
 benefited.
 
 a) Social Involvement :
 
 Once again on demand of the blood banks, a Blood donation camp was
 organised wherein 588 units of blood was collected.
 
 b) Training : The Training and Development details are as under,
 
           In House Faculties          External Faculties       Total
                    No. of                    No. of
 Location                                                       Man
           No. of           Duration  No. of          Duration
                    Asso-                     Asso-
          Programs           (Hrs)   Programs           (Hrs)   Hrs.
                    ciates                    ciates
 
 Agri 
 Park       44       509     1352        7       11      154    1506
 
 Plastic 
 Park      395      5178     16627      12       36      742    17369
 
 Food 
 Park       97      3732      8529      22       45      1064   9593
 
 Orient
 -ation      9       327     13080       –        –       –     13080
 
 Engineer    8       418     86944       –        –       –     86944
 Training
 
 Overseas    6        53      3844       –        –       –      3844
 Training
 
 Total     559     10217    130376      41       92      1960   132336
 
 ii] Recruitment
 
 The recruitment drive continued throughout the year looking for the
 right people which also included the on Campus selection for
 Engineering Graduates from agriculture field all over the country. The
 recruitment was done on the basis of demonstrated and potential
 ability, compatibility with the organizational culture, merit, openness
 and fitness with son of the soil empathy. The tally reached to 1,504
 gross additions during the year under review.
 
 The permanent employee strength of the Company as on 31st March 2011
 was 6,504.
 
 14.Corporate Social Responsibility & Sustainability Report
 
 The rural development work is carried out through the group entities
 Gandhi Research Foundation [GRF]
 
 (a S. 25 Company under the Companies Act 1956) and Bhavarlal and
 Kantabai Jain Multipurpose Foundation [BKJMF] (A registered public
 charitable trust) both recognized for benefit of S. 80G of the Income
 Tax Act 1961 and rules made thereunder. During the year under review
 the above institutions have been given donations of Rs.41 Mn and Rs. 21 Mn
 respectively to meet their objectives. A brief of their significant
 contribution is given below :
 
 Activities of GRF
 
 GRF has adopted following objects :
 
 - Dissemination of Gandhiji''s teachings for welfare of humanity.
 
 - Establishment of international research and study center for the
 dissemination of Gandhiji''s teachings.
 
 - Collecting and preserving all Gandhiji resource material under one
 roof.
 
 - Carry out Rural Development Programmes.
 
 A 60,000 sq. feet building is planned to house a Museum, Library, Class
 Rooms. While lots of books, periodicals, photographs, films, voice
 recordings, stamps, artifacts, memorablia etc have been collected for
 the above museum. To disseminate thoughts of Gandhiji a scheme of
 approaching young minds in schools an examination is run under the name
 Gandhi Vichar Sanskar Pariksha in 22 districts and 31,480 students
 participated. An exhibition ‘Mohan to Mahatma'' and ‘Satyagraha'' is
 taken regularly to schools, colleges and other educational places to
 educate children on Gandhiji''s thoughts.
 
 6 villages - Wakod, Shirsoli PB, Shirsoli PN, Takarkheda, Mohadi and
 Kadauli- in the Jalgaon district have been adopted for educational,
 health and sanitation work.
 
 Activities of Anubhuti
 
 Run by BKJMF, the Anubhuti school has been recognized and has won Green
 School of the year in change makers category for the year 2010. The
 annual awards are held under the aegis of Centre for Science and
 Environment (CSE). Over 5,000 schools from all over the country
 participated and 600 were shortlisted and the award winners were then
 selected for 1,2,3 positions. The first batch of Standard X students
 did the school proud by producing spectacular results at the 2011 Board
 Examinations.
 
 A new School, Anubhuti-2 has been established for below poverty line
 (BPL) students. Standard 1 and 2 (3 sections each) have started
 functioning since July 11, 2011. The necessary infrastructure is in
 place. Standard 3 and 4 are planned for academic year 2012-13 and
 2013-14 respectively.
 
 Sustainability Efforts
 
 Sustainability is ingrained in the philosophy of Jain Irrigation. We
 create value not only to the stakeholder in the terms of prosperity,
 but, we care for nature and environment. Our each and every step is to
 strike the balance between the developmental needs and caring for the
 nature and our human resources.  We are proud to enter into first 100
 of the global
 
 Cleantech companies. The Global awards Boldness in Business in
 Environment Category by Arcelor Mittal Group. The ‘best water company
 award by UNESCO, Ministry of Water Resources and WATER magazine are the
 epitome of the sustainable success of the organization. The Indian
 Chambers of Commerce, Kolkata bestowed upon us the Sustainability
 Vision Award 2010 for sustainable business model. In 2009 we came up
 with first sustainability report as per GRI and also worked on the
 concept of Water Foot Printing on onion supply chain. This was unique
 as it had included the sustainable strategy part for the first time
 devised by water foot printing network of which we are member. Both of
 these reports are available online. Jain Irrigation''s sustainability
 team is working to get its four CDM projects through the validation
 process. The work of biodiversity indexing of the Jain Hills watershed
 has been completed and will be published soon. The new concept of
 sustainability accounting and reporting is on anvil, which is
 hardwiring the sustainability in the economic and financial aspects of
 the Company. To streamline our effort towards corporate sustainability
 we are now members of the TERI-BCSD (Business Council for Sustainable
 Development). We are working speedily and expanding our horizon on the
 concept of JAINGAP.  We are presently under implementation stage for
 the EN 16000 for Energy Management Systems, ISO 14064 for Green House
 Gas Management Systems and SA 8000 for Social Accountability. This is
 beyond the present ISO systems standards of 9000, 14000 and 2200
 family, and OSHAS 18000. Now, we are under the process of preparation
 of our second Sustainability report which will cover all the
 information, process and materiality related to Economic, Environment
 and Social aspects of the organization in the year 2009-10 and 2010-11.
 The report will be published in mid of Dec-2011. This will cover all
 the plants and operations in India and USA.  Our first report was
 published for the year 2008-09.  This report will also cover the
 stakeholder engagement process and policy for sustainable future is
 under process and will be reflected in the report of 2011. The
 organizational support for the CSR activities for Rural Village
 Development, Gandhi Research Foundation, support for development of
 sports and sportsmen are also reflected in the upcoming sustainability
 report.
 
 15. Environment Health and Safety performance
 
 The following steps have been initiated during the year 2010-11 :
 
 - Jain Irrigation Systems Ltd. is certified for OHSAS 18001, an
 Occupational Health and Safety Management System now for its Jalgaon,
 Hyderabad and Udumalpet Plants.
 
 - The Company has integrated the Quality Management Systems (9001),
 Environmental Management System (14001) and Occupational Health and
 Safety Management System in all its certified plants.
 
 - Plastic Park Bambhori has installed Fire Hydrant system for its
 manufacturing units with 6,00,000 liters of water storage, nearly 9,000
 meters of pipeline, and 179 hydrant points covering 128 acres of
 manufacturing facility.
 
 - Substantial reduction in noise levels (90 to 79 dB) in casing pipe
 production is achieved by incorporating noise absorbers in blower
 system.
 
 - Auto feeding system of material established in various machines has
 avoided manual loading operation, enhancing safety of operation.
 
 - Air Compressor with AC drives has increased life of oil that made
 them more environment friendly with less waste generation.
 
 - Introduction of runnerless Moulds for inline emitters has totally
 eliminated wastage generation.
 
 - Plastic park uses solar pumps for its entire demo operations and
 development works, promotion renewable energy uses.
 
 - Manufacturing plants in new buildings capture the rainwater and use
 it for processing.
 
 - Introduction of new Take Up mechanism in dripline has eliminated
 human interaction and eliminated the risk.
 
 - New Generation chilling plants in dripline manufacturing unit are
 more environmental friendly eliminating usage of F22, an Ozone
 Depleting Gas.
 
 16. Internal Controls and Management Information Systems
 
 Background
 
 The Company has been actively working on the transition to a single
 software platform. The Company studied the various SAP implementation
 strategies used by Micro Irrigation / Pipe / Food and Energy businesses
 and began communicating with several Implementation Partners of SAP.
 After developing a thorough understanding of best practices, the
 Company decided to leverage its operating structure through a SAP
 implementation.
 
 By consolidating IT systems, SAP will enable simplified and
 standardized work processes across all facets of Company''s'' complex and
 diversified businesses, while enhancing the Company''s customer service
 culture and driving operating efficiencies.
 
 Implementation
 
 The Company engaged 60 associates to identify the functionality
 required in the Company processes. This group of associates has
 complemented an experienced full-time project with the team of more
 than 40 SAP consultants from our implementation partner, Wipro India
 Ltd and 10 SAP consultants from our SAP advisory partner - KPMG
 advisory Services and a cross- functional group of Jain Irrigation
 Systems Limited''s business leaders.
 
 The Company continued with the standard design, configuration and
 implementation of its SAP system, however based on the business
 requirement certain processes were customised.
 
 The Company has Implemented SAP (Leading ERP business solution
 software) to support its strategy of unifying business processes,
 information, and IT systems across its manufacturing operations and
 depots in India.
 
 We are glad to share that we successfully went live on Finance and
 Controlling, Sales and Distributions, Material Management, Production
 Planning and Quality Management and Plant Maintenance Module on August
 15, 2010. SAP has now replaced legacy systems at all manufacturing
 units, depots and offices across India.  As is expected Company did
 face some issues in initial period most of which have been resolved.
 
 Economic Benefits
 
 The Company has identified the areas having substantial potential
 economic benefits - Inventory Management, price management and
 administrative and operating efficiencies. The Company is highly
 confident that these benefits can be realized.
 
 Internal Controls
 
 SAP implementation allows a number of strategies to implement internal
 control in the business application through process mapping,
 segregation of duties, authorisations. your company has done the review
 of SAP functionality and controls check from Ernst and young Pvt Ltd.
 Their suggestions are being implemented. Independent of a SAP
 functionality and control check, your Company is proactively
 identifying the areas for further improvement which shall remain an
 ongoing process.
 
 Future Plan
 
 The Company has plan to integrate its IT infrastructure by rolling out
 SAP at foreign subsidiaries to further streamline Manufacturing, Supply
 Chain, local and global reporting, analysis in a common enterprise wide
 format. It will provide better collaboration with our worldwide units,
 transparency and efficiency for global operations.
 
 17. Fixed Deposits
 
 The Company, during the year under review, has not accepted nor renewed
 any deposits from public, under the Companies (Acceptance of Deposits)
 Rules, 1975.  The Company had no unclaimed / overdue deposits as on
 31st March, 2011.
 
 18. Auditors
 
 The Auditors, M/s.Haribhakti and Company, Chartered Accountants, Mumbai
 have furnished a Certificate under Section 224(1B) of the Companies
 Act, 1956 that their proposed re appointment, if made, will be in
 accordance with the said provision of the Companies Act, 1956. The
 Audit Committee has recommended that m/s Haribhakti and Company, a firm
 of Chartered Accountants, Mumbai to be reappointed as Statutory
 Auditors. The Shareholders may reappoint the Statutory Auditors as per
 AGM Notice attached separately.
 
 19.Promoters Group for the purposes of SEBI(Substantial Acquisition of
 Shares and Takeover)Regulations, 1997
 
 In pursuance to clause 3 (1) (e) (i) of SEBI (Substantial Acquisition
 of Shares and Takeovers) Regulations, 1997 and definition of group as
 defined in the Monopolies and Restrictive Trade Practices Act, 1969 the
 representative of Promoters'' Group of the Company has filed the
 following list of the individual Promoters and Corporate entities of
 Promoters Group as under:
 
 A. Individuals
 
 Sr. No.  Name of Promoter
 
 1 Shri Bhavarlal H. Jain
 
 2 Shri Ashok B. Jain
 
 3 Smt. Jyoti Ashok Jain
 
 4 Arohi Ashok Jain (N/G Ashok B Jain)
 
 5 Aatman Ashok Jain (N/G Ashok B Jain)
 
 6 Shri Anil B. Jain
 
 7 Smt. Nisha A. Jain
 
 8 Athang Anil Jain
 
 9 Amoli Anil Jain (N/G Anil B. Jain)
 
 10 Ashuli Anil Jain (N/G Anil B. Jain)
 
 11 Shri Ajit B. Jain
 
 12 Smt. Shobhana Ajit Jain
 
 Sr. No.  Name of Promoter
 
 13 Abhedya Ajit Jain (N/G Ajit B. Jain)
 
 14 Abhang Ajit Jain (N/G Ajit B. Jain)
 
 15 Shri Atul B. Jain
 
 16 Dr. Bhavana Atul Jain
 
 17 Anmay Atul Jain (N/G Atul B. Jain)
 
 B. Corporate Entities 
 
 Sr. 
 No.  Name of Corporate Entity
 
 1 Atlaz Technology Pvt. Ltd
 
 2 Cosmos Investment & Trading Pvt. Ltd.
 
 3 Jalgaon Investments Pvt. Ltd.
 
 4 Jain Brothers Industries Pvt. Ltd.
 
 5 JAF Products Private Ltd.
 
 6 Jain Extrusion &Moulding Pvt. Ltd.
 
 7 Jain Green Energy Ltd. (Formerly Jain Solar Systems Limited)
 
 8 Labh Subh Securities International Ltd.
 
 9 Pixel Point Pvt. Ltd.
 
 10 Stock & Securities India Pvt. Ltd.
 
 11 Adhunik Hi Tech Agriculture Pvt. Ltd.  (Formerly Gauri Hi Tech
 Agriculture Pvt. Ltd.)
 
 12 Jain Investments & Finance BV, Netherlands
 
 13 Jain Overseas Investment Ltd., Mauritius
 
 14 Jain investments A.G., Switzerland
 
 C. Trust Entities 
 
 Sr.
 No.  Name of Trust Entity
 
 1 Jain Family Holding Trust
 
 2 Jain Family Investment Trust
 
 3 Jain Family Entreprise Trust
 
 4 Jain Family Investment Management Trust
 
 5 Jain Family Trust
 
 20.Particulars of Employees
 
 As per provisions of Section 217 (2A) of the Companies Act, 1956 only
 eight 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 Annexure to this report.
 
 21. Particulars of energy conservation, technology absorption, research
 and development, foreign exchange earnings and outgo.
 
 A) Energy Conservation
 
 Plastic Park
 
 The following steps have been initiated during the year 2010-11:
 
 - Introduction of all electric injection molding machines has given 40%
 of energy saving compared to conventional injection moulding machines.
 
 - Continuing the productivity improvement JISL developed nearly 80 new
 moulds of multi cavity inhouse and 45 moulds from outsourcing, which
 has enhanced productivity and saved nearly 25% of energy compared to
 single cavity moulds.
 
 - State of the art injection moulding machines with servo motor drives
 installed, consumes nearly 30% less energy compared to conventional
 Injection Moulding Machines.
 
 - Introduction of variable frequency drives with pressure regulation in
 air compressor units in injection moulding and MIS pipe have resulted
 yield 30% reduction in energy consumption.
 
 - For all PVC Pipe production all the socketing operations are made
 online. This has given 10% energy conservation.
 
 - Energy monitoring is streamlined with incorporation of energy meters
 at all critical consumption points.
 
 - New generation chilling plants introduced in dripline production are
 saving 10% energy compared to conventional cooling tower.
 
 - Various efforts in all departments at plastic park have resulted in
 total saving of 26,77,193 kWh of electrical energy during 2010-11.
 
 B) Resource Conservation
 
 Plastic Park
 
 The following steps have been initiated during the year 2010-11:
 
 - In dripline manufacturing a state of the art recycling machines
 facilitate direct Waste to Granules at single station, thereby
 eliminating grinding operations as well as facilitates complete
 utilisation of rework material.
 
 - Introduction of online socketing operations in pipe production
 eliminated 84,000 Kms of tractor movement saving 8,400 litres of diesel
 during 2010-11.
 
 - All Electric injection moulding machines reduced 500 liters of
 hydraulic oil per machine reducing waste generation.
 
 Agri Park & Tissue Culture
 
 During the year the measures taken for reduce energy consumption are as
 follows :
 
 - Instrumentation : The lab has in place an instrumentation facility
 which includes general instrumentation and centralized instrumentation.
 By adopting the centralized instrumentation, we are able to reduce
 energy consumption by about 30%.
 
 - The innovative process developed for micro- propagation of banana has
 enabled us to save 25% electrical energy.
 
 - At banana hardening center nine solar power operated pumps totalling
 75 HP has been installed to replace one 63 kva power generator and to
 fulfill increased power demand.
 
 - 10 numbers of solar based water pump have been installed for
 irrigation to substitute electrical energy at our research farm.
 
 Food Park
 
 30% of the energy requirement of the division is now met through the
 renewable resources, post commissioning of the Bio-gas plant last year.
 Apart from generating electricity, the project is now utilising the
 waste heat to run vapour absorption system thereby resulting in 15%
 reduction in refrigeration load.
 
 The division is now in the process of installing a Bio- mass/Bio-gas
 boiler, which will result in 20% of the steam requirement being met by
 renewable resources.
 
 Solar/Green Energy
 
 The 1.7mw Bio Gas Plant becoming fully operational has resulted in
 substantial energy conservation during the year.
 
 C) Technology Absorption
 
 Plastic Park
 
 - Company has imported and established Rapid Prototyping technology.
 This has facilitated Company to develop the new products First Time
 Right and reduced the product development time giving full security to
 in-house design.
 
 - Technology of high precision, high speed, low cycle time injection
 moulding is imported from Europe and established. This technology
 absorption with high cavitation moulds enhanced productivity by 1200%.
 
 - First of its kind in the country, high capacity extrusion machines
 are established with 1500 kg/hr of through put.
 
 - Company has established ERP (Enterprise Recourse Planning) SAP system
 for its entire business operations, thereby integrating various island
 activities and obtained real time business project status.
 
 Agri Park & Tissue Culture
 
 - At R&D laboratory center few new sophisticated instruments viz.
 Real-time Polymerase Chain Reaction (PCR), fluorescence spectroscropy,
 auto titrator and lyophilizer were added.
 
 - The new process developed for micro propagation of banana has been
 taken up for production with better efficiency.
 
 - A new approach has been developed for soil analysis and fertilizer
 recommendation for sustainable farming by introducing a Soil Health
 Card which addresses the soil nutrient status and provides scope for
 recommendation of nutrients for various crops in question.
 
 Food Park
 
 The technology for unloading and pre-treatment of fruits developed
 in-house by the Company few years back has now been fully
 commercialised in all the plants.
 
 Energy Park
 
 Solar application R&D equipped with advanced instruments required for
 electronics R&D has been fully absorbed/ developed.
 
 D) Research and Development
 
 Agri Park & Tissue Culture :
 
 - In tissue Culture a new protocol has been developed for producing
 micro tubers of Potato. This work had been initiated after the
 enquiries received from few of our domestic and international customers
 associated with fruit & vegetable processing. The achievement will
 attract potato processor / farmers in propagating their valuable
 planting material through tissue culture while organization will get a
 benefit to increase the business.
 
 - An innovative process has been developed for micropropagation of
 banana with reduced energy, increased work efficiency and less space
 requirement. This will help organization to increase the production
 capacity minimum by two fold.
 
 - Onion : During the last year we could release a new hybrid of high
 solid onion variety for contract farming.
 
 - Isolation of methane producing micro organisms (methanogens): The
 biotech lab has standardized and optimized protocol for isolation of
 Methanogens through its identification in in vivo / in vitro cultures.
 
 - Study of Molecular mechanism of Flowering : Flowering is a very
 important biological phenomenon.  Banana improvement through
 conventional means is very laborious and time consuming and with the
 intervention of modern bio-technological approaches, this task becomes
 relatively easier, as we know its crop biology. To understand how the
 flowering is regulated in Musa, at the molecular level, this research
 becomes pertinent. The full length FT3 gene has been cloned and the
 sequence has been submitted to National Centre for Biotechnology
 Information (NCBI) data base.
 
 - Cloning & Sequencing of Jatropha Mosaic Virus (JMV) : Jatropha is
 infected by Mosaic Virus (Jatropha Mosaic Virus, JMV), resulting in to
 serious damage to crop. We tried to characterize the JMV. It has been
 found out that there are two componants of DNA in JMV of approximately
 2.7kb. Both the components were cloned and sequenced. Both these
 sequenced DNAs have been submitted to NCBI database.
 
 - Rice Cultivation under Drip Irrigation : As reported earlier this
 project has entered into new phase of adoption and now the technology
 we are demonstrating it at farmers field.
 
 Food Park
 
 Following projects were initiated in the year and few of the projects
 have since been completed.
 
 1.  Conservation of Water and improving microbiology of Onions.
 
 2.  Improving quality of stored Onions to avoid wastage in storage and
 processing.
 
 3.  Improving quality of the Dehydrated Onions.
 
 4.  Modification in the pre-treatment process of Mangoes to improve
 quality.
 
 Green Energy/Solar Park
 
 Following projects were initiated in the year and few of the projects
 have since been completed
 
 - LED & CFL street light, home light, lantern developed as per Ministry
 of Non Conventional and Renewable Energy (MNRE) Specification &
 approved from by the MNRE.
 
 - Enclosure developed for Luminary products.
 
 - Solar Pump controller development has started.
 
 - SMS Data logger development has started.
 
 - Technological study of grid tie and off grid Inverters .
 
 New Products Developed (R&D) Plastic Park
 
 - In the area of MIS & SIS nearly 65 new elements are developed. This
 has extended the range of some of existing products and added new
 features to some products.
 
 - Company has developed manufacturing process for production Total Lead
 and Tin Free casing pipes, column pipes & plumbing pipes, thereby
 making the product more environmental friendly.
 
 - New pump connector developed in Sprinkler system has eliminated
 additional top pump connector, resulting in reduction of inventory.
 
 - Development of Single Metal Clamp Plus has eliminated metallic ring
 in the assembly there by conserving natural resources and energy
 required for its production.
 
 R & D Expenditure                                    (Rs. in Million)
 
 Sr. 
 No.  Particulars                               2010-11      2009-10
 
 a.  Capital Expenditure                         197.38       146.52
 
 b.  Revenue Expenditure                         102.88        48.48
 
 c.  Total                                       300.26       195.00
 
 d.  % of Revenue                                 0.90%        0.72%
 
 22.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.
 
                                               by order of the Board
 
                                                        Sd/- 
  
                                                    Anil B. Jain
 
 Mumbai, 5th September 2011                       Managing Director
 
Source : Dion Global Solutions Limited
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