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Jain Irrigation Systems Directors Report, Jain Irrigation Reports by Directors

Jain Irrigation Systems

BSE: 500219  |  NSE: JISLJALEQS  |  ISIN: INE175A01020  |  Plastics

Explore Jain Irrigation connections « Mar 06
Directors Report Year End : Mar '08
The Directors present hereby their report on the business and
 operations of the Company and the financial statements for the year
 ended 31st March, 2008.
 
 1.  Financial Highlights                                Rs. in Million
 
 Particulars                                       2007-08      2006-07
 
 Domestic Sales                                     12,923       7.956
 
 Export Sales & Services                            4,5371       4,061
 
 Other operating Income                                134          68
 
 Sales and Operating Income                         17,594      12,085
 
 Operating Profit                                    3,595       2,265
 
 [Interest and Finance Charges                       1,134         656
 
 Depreciation and Amortisation                         398         314
 
 Amounts written off and provisions                      7           2
 
 Profit before taxation and exceptional items        2,056       1,294
 
 Exceptional items (Service tax disallowed)             14         - 
 Provision for Tax
 
 Deferred Tax (Asset)/Liability                        570         283
 
 Current Tax - provision                               227           8
 
 MAT Credit                                           (227)        -
 
 Fringe Benefit                                         16          12
 
 Profit for the year                                 1,455         991
 
 Profit b/f from the previous year                   1,386         716
 
 Less Loss of Orient Vegetexpo Ltd. FY07                 5         - 
 
 Balance                                             2,835       1,707
 
 Out of which the Directors have 
 appropriated as under;
 
 Proposed Dividend                                     194         168
 
 Dividend Tax                                           33          29
 
 General Reserve                                       145         100
 
 Balance to be carried forward                       2,463       1.386
 
 Earnings Per Share
 Basic                                               21.48       16.19
 Diluted                                             21.41       16.19
 
 
 2.  Operations
 
 The sales and operating income has grown at 45.6% to Rs.17,594 mn.
 Thus, a fifth successive year of 40% plus growth is achieved. The
 domestic sales grew at an impressive 62% to Rs. 12,923 mn on the back
 drop of a robust demand in MIS/SIS and PE piping segments. The exports
 grew at 12% this year at Rs. 4,537 mn despite a major slowdown in the
 US housing markets. The other operating income almost doubled at Rs.134
 mn. The other income declined marginally by about 5% at Rs.293 mn. The
 operating profit at Rs.3,595 mn improved by 59% reflecting ever
 improving resource utilization.
 
 After providing for depreciation and amortization of Rs. 398 mn,
 exceptional write off of Service Tax claimed but disallowed of Rs.14
 mn, the interest and finance charges of Rs. 1,134 mn, deferred tax
 liability of Rs.570 mn and Rs.16 mn of FBT, the profit for the year is
 higher by about 47% at Rs.1,455 mn than the earlier year.
 
 3.  Dividend
 
 An amount of Rs. 35 mn is payable on the Redeemable Preference Shares
 issued by the Company as per predetermined coupon rate and an amount of
 Rs.6 mn is payable as Dividend Distribution Tax on the said dividend.
 The Board of Directors have recommended to the Shareholders for
 declaration at the ensuing AGM a dividend of Rs.2.2 per share to the
 eligible shareholders. The said dividend shall result in a cash outgo
 of Rs. 159 mn while the outgo on the Dividend Distribution Tax on the
 said dividend works out to Rs.27 mn.
 
 4.  Rehabilitation of Orient Vegetexpo Limited
 
 Pursuant to approval of Shareholders on 29th September 2006, Scheme of
 Rehabilitation, including amalgamation, was sanctioned by the Board For
 Industrial and Financial Reconstruction (BIFR) on the 15th November
 2007 and pursuant to it, the Company has allotted 713,316 Equity Shares
 as per approved share swap ratio in the month of December 2007. This
 amalgamation has increased the capacity of the vegetable dehydration
 division by another 1,800 MT per annum.
 
 5.  Warrant Conversion, ZCCB Conversion and use of the proceeds
 
 The 2.5 mn Share Warrants of Rs.398.5 each issued in the previous year
 to the Promoters Group under the applicable SEBI(DIP) Guidelines on a
 preferential basis were exercised for conversion and the subscribers
 paid the balance amount of Rs. 897 mn on opting for conversion. The
 Share Capital of the Company has gone up by Rs. 25 mn while the
 Securities premium reserve has gone up by Rs. 971 mn on this account.
 The proceeds received on the conversion option being exercised on
 warrants has augmented the long term resource base of the Company.
 5,987,995 Equity Shares of Rs. 10 each were issued to the holders of
 the 46,650 Zero Coupon Convertible Bonds of ,000 each who opted for
 the conversion in terms of the Offering Circular dated 24th March 2006.
 Hence an amount of Rs.59.88 mn has been added to the Share Capital of
 the Company while an amount of Rs.2.01 bn has been added to the
 Securities premium reserve of the Company. However, till date, further
 340,155 Equity Shares of Rs. 10 each were issued to the holders of the
 2,650 Zero Coupon Convertible Bonds of ,000 each who opted for the
 conversion in terms of the Offering Circular dated 24th March 2006.
 Hence after FY 08, an amount of Rs.3.4 mn has been added to the Share
 Capital of the Company while an amount of Rs.114.49 mn has been added
 to the Securities premium reserve of the Company. Thus far almost 82%
 of the bondholders have opted for the conversion of ZCCBs into Equity
 Shares.  There was no impact of the conversion of ZCCBs on the cash
 flows of the Company as money was raised in FY 06 and utilised in FY
 07.
 
 As you may be aware, pursuant to approval of Shareholders on the 19th
 October 2007, the Company allotted 8.6 mn Equity Warrants to the
 Corporate Entities of the Promoters Group on Preferential basis under
 the applicable SEBI (DIP) Guidelines. The subscribers have paid an
 amount of 10% (Rs.411 mn approx) at a price of Rs. 478.15 each. The
 proceeds of the security deposit received on warrants has augmented the
 long term resource base of the Company.  Out of the above, the
 subscribers of Equity Warrants have opted for conversion of 1,102,600
 warrants and as a result 1,102,600 Equity Shares of Rs.10 each were
 issued to the holders of the warrants. This has resulted in addition of
 Rs.11 mn to the Share Capital and Rs.516 mn approx to the Securities
 premium reserve of the Company. The proceeds received on the conversion
 option being exercised on warrants has augmented the long term resource
 base of the Company.
 
 6.  Resource mobilization and capacity expansion
 
 During the year under review, the Company has raised from international
 financial markets/institutional lenders, External Commercial Borrowings
 (ECBs) / Foreign Currency Loans based on LIBOR linked rate at
 competitive pricing. Total amount raised is .5 mn and of which US$
 55 million have been disbursed during the year under consideration.
 The loan amounts are being used by the Company and its subsidiaries for
 the expansion and modernization activities.  The unutilized amount of
 US$ 7.5 million at the yearend was kept in fixed deposit with overseas
 banks.
 
 The Company has invested an amount of Rs.610 mn to increase the
 capacity of the MIS/SIS division by 15221 MTPA. An amount of Rs.301 mn
 has been spent on capital expenditure for the piping segment adding in
 excess of over 35.186 MTPA in the segment. An amount of Rs 599 mn has
 been spent on capital expenditure for the Agro processed division. An
 amount of Rs. 60 mn. has been spent on capital expenditure for Tissue
 Culture division to increase the capacity by 2 mn clants. An amount of
 Rs. 20 mn was spent on capital expenditure for Plastic Sheet division.
 An amount of Rs 149 mn was spend towards strengthening the common
 corporate service infrastructure.
 
 7.  MOU on Water Infrastructure Projects
 
 The Company has signed a significant MOU with a leading Israeli State
 run company for working together on projects related to water
 infrastructure in our country including water supply systems, municipal
 water management, waste water treatment, desalination plants, water
 reclamation projects.  Government has strongly recommended that at
 least 25% of waste water for non domestic uses shall be recycled by all
 beneficiaries. Many tier I and II cities have activated 24x7 water
 supply schemes for domestic use. The public private partnership model
 is being used by Government to promote the concept of 24x7 water The
 pace of urbanisation, present obsolete technologies and new stringent
 environmental norms all provide for huge untapped opportunities in the
 field of water infrastructure.
 
 8.  Overseas Acquisitions and the operations of subsidiaries
 
 The Company has continued its acquisitions in the period since the last
 report and has acquired a controlling stake in a Swiss manufacturer.
 This Company is a specialist in machines and equipments for drip
 irrigation lines, quality control and automation equipments, laser
 machines and laser products. The above company holds valuable IPRs and
 cutting edge technology for irrigation as well as composite pipes
 business. The acquisition would help our Company to further consolidate
 capacities and improve the speed to market for new generation drip
 lines including precision irrigation products.
 
 Thomas Machines S. A.
       69.75%
 
 Manufacturer of specialist machines including latest
 generation driplines. automation equipment and laser
 products.
 
 Benefits
 
 - Latest generation technology for high speed machines.
 
 - Helps Company (JISL) in building its capacities faster.
 
 - Increases speed to market and access to precision irrigation
 products.
 
 - Thomas holds valuable IPRS and cutting edge technology.
 
 Revenues
 
 - Current revenue - CHF 12 mn
 
 - Potential-CHF 25 mn
 
 The integration activities with investee companies have begun in
 earnest and has had a very positive effect on the product development
 activities of the Company as feedback from various geographic areas are
 now available for such activities. The availability of a wide spectrum
 of products in the irrigation segment is making it possible for the
 Company to serve customers in a complete manner which in the pre-
 acquisition time resulted in loss of business opportunities.
 
 The Mauritius based direct subsidiary of the Company has earned an
 income of $ 858 440 and made a net profit of ,457. 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 .6 mn as
 Capital and .42 mn as Loan & Redeemable Preference Shares during the
 year under review.
 
 The Netherlands based subsidiaries have not only invested monies for
 acquisition of Naandan Jain in Israel but also incorporated Swiss
 subsidiaries and acquired controlling stakes in Thomas Machines S.A.
 These subsidiaries are investment vehicles and shall be used for the
 acquisitions in European Union. The implementation of plans to revamp
 and restructure the overseas investment and holding structure is on
 hold for the time being as the global foot foray of the Company is
 being first finalized and then the plan will be initiated for
 implementation.
 
 Other Subsidiaries
 
 Information on operations of other subsidiaries including new
 acquisitions has been covered in Management Discussion and Analysis
 report.
 
 9.  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 two more
 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.
 
 Details and disclosures in compliance with the clause 12 of the SEBI
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 are set out in the table below:
 
 A] Options Granted
 B] Pricing Formula
 
 C]  Options vested
 
 D]  Options exercised
 
 E]   The total number of shares arising
 as a result of exercise of option
 
 F] Options lapsed
 
 G] Variations in terms of options
 
 H] Money realised by exercise of options !
 
 G] Total Number of options in force
 
 J] Employee-wise details of options granted to:
 
 i.  Senior managerial personnel
 
 ii.  Any other employee who receives a grant in any one year of option
 amounting to 5% or more of option granted during that year 
 
 iii.  Identified employees who were granted option,
 during any year, equal to or exceeding 1 % of the
 issued capital (excluding outstanding warrants and
 conversions) of the company at the time of grant
 
 K] Diluted Earnings Per Share (EPS) pursuant to issue of
 shares on exercise of option calculated in accordance
 with Accounting Standard (AS) 20 Earnings per Share
 
 L] Where the company has calculated the employee
 compensation cost using the intrinsic value of the stock
 options, the difference between the employee
 compensation cost so computed and the employee
 compensation cost that shall have been recognized
 if it had used the fair value of the options, shall
 be disclosed. The impact of this difference on profits and
 on EPS of the company shall also be disclosed (in lakhs)
 
 M] Weighted-average exercise prices and weighted-average
 fair values of options shall be disclosed separately for options
 whose exercise price either equals or exceeds or is less than   
 the market price of the stock on the grant date.                           
 
 (a) weighted average exercise price
 
 (b) weighted average fair value
 
 N] A description of the method and significant 
 assumptions used during the year to estimate the fair values
 of options, including the following weighted-average information:
 
 (1) risk-free interest rate,
 
 (2) expected life, (in years, average)
 
 (3) expected volatility, (in months)
 
 (4) expected dividends, and
 
 (5) the price of the underlying share in market at the time of option
 grant. Rs. per share
 
 Lot No. 1            Lot No.2            Lot No. 3         Lot No. 4*
 5 00,000             5,00,000            5,00,000          5,00,000
 25% discount         10% discount        10% discount      10% discount
 on market price on   on market price on  on market price on on market 
                                                             price on 
 the date preceding   the date preceding  the date preceding the date 
                                                             preceding
 the date of grant    the date of grant   the date of grant  the date 
                                                             of grant 
 
         0                       0               0              0
 
         0                       0               0              0
 
         0                       0               0              0
 
         0                       0               0              0
 
      None                    None            None           None
 
         0                       0               0              0
 
  5,00,000                5,00,000        5,00,000       5,00,000 
 
    60,000                1,20,000        1,20,000       1,20,000
 
         0                       0               0              0
 
         0                       0               0              0
 
        NA                      NA              NA             NA
 
    362.61                  634.35            1075            820
 
    307.76                  413.46             568         428.58
 
    175.11                  174.77             277            211
 
 Black Scholes Method                   Black Scholes Method
 
      7.50%                  8.00%               9%             9%
 
         4                    4.5                5              5 
 
         6                      6                6              6
 
 21 % in first year with 3% increase  22% in first year and increase on
        per year thereafter              2% every year thereafter
 
    410.35                 459.40           630.15         476.20 
 
 9.  Directors Retiring And Their Background
 
 Shri R. Swaminathan and Shri D. R. Mehta are retiring by rotation and
 being eligible offerthemselves for reappointment at the ensuing AGM. In
 terms of the Corporate Governance requirements, given below are the
 brief resume of each of the retiring directors:
 
 Shri R. Swaminathan: He is Chemical Engineer responsible for
 manufacturing operations in our Poly-tube, Sprinkler, PVC & PC Sheets
 and PVC & PE Pipe units. He has 30 years of experience in operation and
 maintenance activities of plants handling such things as Solvent
 Extraction. Plastics Extrusion and Injection Moulding. He joined the
 Jain Group in 1982 and was appointed a full-time Director in 1996.
 
 Shri D. R. Mehta: was appointed on 26.12.2007. He joined Indian
 Administrative Service in 1961 and held important positions in the
 Govt, of Rajasthan and later in the Govt.  of India. He was the
 Chairman of Securities and Exchange Board of India (SEBI), an apex
 regulatory body that overseas 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 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-humane side. A man
 of compassion, he set up the Bhagwan Mahavir Viklang Sahayata Samiti in
 1975.
 
 10. Directors Responsibility Statement
 
 i) In accordance with the provisions of Section 217(2AA) of the
 Companies Act, 1956, your Directors State that:
 
 ii) in the preparation of the annual accounts, the applicable
 accounting standards have been followed except, to the extent indicated
 in notes;
 
 iii) the accounting policies selected and applied consistently and
 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, 2008, and, of the profit of the Company for the year ended 31st
 March, 2008;
 
 iv) 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;
 
 11.  Material Developments In Human Resource
 
 The Company is adopting various HR initiatives for overall employee
 (associate) development as well as for development of a sense of
 belonging amongst the associates. Some of the activities are directly
 related to the training of the associates for their individual
 development and some are related to development of this organization as
 a large family.
 
 Employee Development
 
 In the present globalised environment, people are the partners in
 progress and the key to success.  
 
 Human Resource Development function, therefore, is focusing on
 enhancing this Intelligence Capital. The efforts are directed for
 building leadership qualities, increasing synergy.  developing
 associates and preparing workforce for growth.
 
 The Company believes that training, coaching and exposure activities
 must be undertaken as a matter of routine for development of the skills
 and the horizons of the individual associate. This helps in realizing
 their latent potential. Job rotation is also one of the important tasks
 in that direction because it also adds value to the person. Due
 importance is given to the development of the associates so as to
 synchronize the mutual beneficial relationship.
 
 The Human Resources departments have the sole responsibility for
 training and development of the associates.  This is done by planning
 the training for different categories of associates throughout the year
 and based on the needs of the situation. This is also one of the
 important parts of the Quality Management System. The training programs
 range from the technical, behavioural to spiritual. Thus, the all round
 development of the associate forms the important goal of the HRD
 department.
 
 Various types of in-house programs were conducted this year; related to
 behaviour management, stress management, interaction with renowned
 personalities to share their experiences as well as technical
 developments in various fields, yoga and meditation etc.
 
 Training & Development details from April 2007 to March 2008 are as
 under;
 
                               Inhouse Faculties
 Sr.                       No. of   No. of   Dura-
       Location    
 No.                       Prog.    Asso-    tion
                                    ciates   (hrs.)
 
 1    Agri Park             20     301      1923
 
 2    Plastic Park         326    3803      8138
 
 3    Food Park            336    4318     65522
 
      Total                682    8422     75583
 
 External Faculties
 
 No, of     No. of   Dura-    Total
                              Man-
 Prog.      Asso-    tion      
                              hrs.
            ciates
 
  4           4         63     2315
 
 14          27        308    12616
 
 20          56        777    71029
 
 38          87       1148    85960
 
 The Company also deputes its associates for outside training,
 exhibition, seminar, conference and symposiums in India or abroad. Such
 trainings/ exhibitions give them good exposure to the external
 environment along with an insight into the new developments in their
 fields.
 
 Thus, the HRD department contributes to corporate people philosophy of
 nurturing genuine concern for multifaceted associate development and
 value Emotional Quotient (EQ) over Intelligence Quotient (IQ).
 
 Socio-economic Survey
 
 The work of comprehensive socio-economic survey of each associates
 household continues. The idea behind this is to assess the primary
 needs of each household and the priorities the family prefers to assign
 to those needs.  The Company proposes to firstly attend to or meet the
 educational needs of each household and then switch over to the next of
 its priority of housing.
 
 Scholarship to the Associates Children
 
 The Company not only takes care of the associates family needs but
 also encourages their children for taking higher education by providing
 scholarships. It is the policy of the Company to award scholarships to
 the deserving students for their educational needs. The Company has
 already started the practice of providing educational scholarships to
 the children of associates on need and merit basis.  116 children of
 the associates were provided scholarships for their education on
 regular basis during the year.
 
 Welfare Measures
 
 The Company conducted aptitude and interilegence Quotient (IQ) tests
 for 350 of children of associates during the year for guaging their
 competance in higher education field. The Company also distributed
 woolen sweaters and umbrellas in the season to all its associates. The
 Company also provided Jalgaon based associates free of charge 100
 shares each of a local cooperative bank to 1340 associates during the
 year.  Sense of Belonging In order to develop a sense of belonging
 between the Company and associates, the Company has announced ESOP
 scheme. The shares of Company are being allotted to all the associates
 who are working with the Company.  The number of shares allotted to
 everyone depends on his position as well as length of his association
 with Company.  In fact they are being made owners of the Company.
 
 12. Corporate Social Responsibility
 
 As a part of corporate social responsibility, the Company is supporting
 following three important projects: (1) Rural Development of Village
 Wakod, (2) Establishment of Gandhi Research Foundation at North
 Maharashtra University and (3) Setting up of Anubhuti School - An
 Experiential Residential International Academy. A complete pull out on
 the sustainability of CSR activities and carbon footprint of the
 Company is given elsewhere in this report.
 
 13. Environment Health & Safety Performance
 
 Environment
 
 During the FY08, the Company has kept all environmental pollution under
 control, within the limits of consent issued by the appropriate
 authorities. Company introduced in-house air quality checking. The
 Company has strengthened the Effluent Treatment Plant (ETP) for
 recycling the treated water. The Company has provided acoustic canopies
 for DG Sets and Air Compressor to reduce noise levels in its plants.
 The Company has sold 3,954 Kg of Hazardous waste to authorised land
 filling agent at Taloja near Mumbai. The Company has continued
 awareness training programme on ISO-14001 an Environmental Management
 System, with all its employees.
 
 The Company has planted more than 5,000 plants during the FY08 in its
 premises.
 
 Health & safety
 
 During the FY08 there were No Reportable Accidents. The Company has
 trained an experienced person on industrial safety and has recruited
 two safety officers. The Company has purchased a Multipurpose Fire
 Tender with water Co2, DCP and Foam facilities to deal with fire
 related incidents.  The Company has recruited a medical Doctor and
 positioned male nurses for its Medical Inspection room for 24 hours
 service. Company has organized Health check up to all employees and no
 occupational disease is noticed. Drinking water checks were conducted
 periodically and ensured safe drinking water to employees. Corrective
 actions are in place to control the minor accidents / incidents.
 Company is planning to go for certification of OHSAS-18001.
 
 14. Internal controls for adequacy and Management Information Systems
 
 The Company has adequate systems of internal control for all important
 transactions such as:
 
 i) Purchases of raw materials, consumables, stores & spares and fixed
 assets.
 
 ii) Sale of goods, discounts on sales, goods return & customer credit
 control
 
 iii) Payroll, other variable & fixed costs
 
 iv) Borrowing cost, bank charges & commission
 
 v) Inventory management
 
 In addition to the above commercial transactions, the Company has
 adequate system of internal controls to provide comfort to all
 stakeholders on various issues such as safe guarding and protection of
 assets against loss from unauthorized disposition, recording of
 authorized and correctly reported transactions, compliance of
 management guidelines & policies etc.
 
 As stated elsewhere, Company is growing at a very rapid rate over the
 last few years along with increasing geographical expansion in various
 parts of India due to the recent various acquisitions. To sustain the
 growth momentum in future and also integrate the acquired companies ,
 the Board of Directors of the Company had decided to further strengthen
 the internal control systems and had last year appointed M/s Ernst and
 Young. Mumbai as an external internal auditor to facilitate going
 beyond the generic inference of a process designed and to provide
 reasonable assurance that controls are in place for a systematic,
 disciplined approach aimed at improving the effectiveness of risk
 management, control and governance process.
 
 The management information system is the main source of the control and
 decision making mechanism in the Company. The Company operates under
 decentralized operating controls exercised at various Segment Business
 Unit levels. The budgetary mechanism is already in place and annual &
 rolling budgets are approved by the Board.  The actual performance
 versus budgets is measured for the deviations and timely corrective
 actions taken.
 
 Project Gaurai
 
 The Company had last year embarked upon an exercise to implement
 Enterprise Resource Planning (ERP) package to integrate all functional
 operations of the Company and smoothen the process of management
 decision making.
 
 It is imperative for the Company to go for a robust and integrated
 Management Information System (MIS). In line with this thinking, the
 Company has chosen to implement MySAP ERP ECC 6.0 through Satyam
 Computer Services Ltd. as an implementation partner. Rightly dedicated
 to Late Gaura bai for the values she has inculcated, this Project
 Gaurai is ably supported by Satyam, a global IT consulting and services
 provider who has a dedicated SAP PRACTICE as part of its Enterprises
 Solutions Group. Satyam was involved in 40 Implementation projects for
 SAP ECC version.  The implementation of Project Gaurai is at advanced
 stages and will GO LIVE by October 2008.
 
 Scope: The SAP implementation shall cover 5 plants and 28 sales
 offices. Satyam is using Accelerated SAP (ASAP) methodology with tools,
 templates, questionnaires and the skills to fully utilize the power of
 SAP products as Systems.
 
 The main objectives of Implementation of Project Gaurai are;
 
 1.  Embrace the best practice business processes for leveraging Jain
 Irrigations management performance.
 
 2.  Increase the effectiveness and efficiency of Jain Irrigations
 management and decision making activities through automation of
 processes accommodated in a fully integrated application system.
 
 3.  Real time financial and management reporting.
 
 4.  The solutions in SAP Business Suite are open and flexible, increase
 companys ability to anticipate market needs and make customer service
 more responsive.
 
 The implementation is expected to further strengthen the internal
 control mechanism in the Company and improve resource utilization as
 well as overall efficiency of various processes.
 
 15.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, 2008.
 
 16. Auditors
 
 The Auditors, M/s. Dalai & Shah, Chartered Accountants, Mumbai have
 furnished a Certificate under Section 224(1 B) 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.
 
 17.  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:
 
 Sr.  Name of Promoters/Corporate entitles of
 No. Promoters 
 
 1 Bhavarlal H Jain
 
 2 Ashok B Jain
 
 3 Jyoti Ashok Jain
 
 4 Arohi Ashok Jain (N/G Ashok B Jain)
 
 5 Aatman Ashok Jain (N/G Ashok B Jain)
 
 6 Anil B. Jain
 
 7 Nisha Anil Jain
 
 8 Athang Anil Jain (N/G Anil B Jain)
 
 9 Amoli Anil Jain (N/G Anil B Jain)
 
 10 JAshuli Anil Jain (N/G Anil B Jain)
 
 11 Ajit B Jain
 
 12 Shobhana Ajit Jain
 
 13 lAbhedya Ajit Jain (N/G Ajit B Jain)
 
 14 Abhang Ajit Jain (N/G Ajit B Jain)
 
 15 Atul B. Jain
 
 16 Bhavana Atul Jain
 
 17 Jalgaon Investments Pvt. Ltd.
 
 18 Cosmos Investment & Trading Pvt. Ltd.
 
 19 Jain Investment and Finance B.V. Netherlands
 
 Sr.  Name of Promoters/Corporate entities of
 No.  Promoters
 
 20 Kuppam Foods & Vegetables Processing Pvt. Ltd
 
 21 Jain eAgro.com (India) Pvt. Ltd.
 
 22 Jain Holdings B.V. Netherlands (under Incorporation)
 
 23 Uain Overseas Investments Ltd, Port Louis, Mauritius,
 
 24 UfSL Investments Ltd, Port Louis, Mauritius (under lncorpora:ion) 
 
 25 iJain Investments A.G. Switzerland :(under Incorporation)
 
 17.  Particulars of Employees
 
 As per provisions of Section 217 (2A) of the Companies Act, 1956 only
 seven of the persons in employment of the Company have drawn
 remuneration in excess of Rs.200,000/- per month, during the year under
 review of part thereof as per details in the annexure to this report.
 
 18. Particulars of energy conservation, technology absorption, research
 and development, foreign exchange earnings and outgo
 
 A) ENERGY CONSERVATION Plastic Park- energy conservation
 
 - Introduction of multi cavity moulds has given sizable conservation of
 electrical energy, along with enhanced productivity and optimum
 capacity utilization to the Company.
 
 - Extension of AC drives application, and introduction of PLC controls
 in moulding machines has resulted in additional energy saving.
 
 - Continued efforts, maintaining the power factor very closed the
 unity, has added its share of electrical energy conservation.
 
 - Continuing all the efforts for energy saving, such as Power Factor
 Maintenance, state of the art machinery, process improvement, waste
 control and reductions.  The Company has saved 14,05,688 KWH (Rs. 6.32
 mn) of electrical energy during 2007-08 at plastic park.
 
 Agri Park- energy conservation
 
 Jain Tissue Culture Banana plants have increasing demand from the
 farmers end because of uniformity in age and genetic purity of the
 plants that gives two and half fold more yield than the conventional
 planting material. Earlier Company was selling banana plants in few
 states of the country, where the planting season were restricted to
 June to October only. Because of limited planting season the tissue
 culture laboratory required more Man, Machine and Space. To utilize the
 facility cent per cent, the Company has extended the area of marketing
 in those states where planting seasons are different than above. Team
 of Agronomist have also achieved big success by developing methods to
 plant banana round the year that actually saved at least 30% energy
 because of continuous production in the laboratory.
 
 Tissue culture laboratory requires huge amount of water for glassware
 washing in the laboratory, plant washing and maintenance of
 microclimatic conditions in the green house.  Team of mechanical
 engineers & automation engineers have developed semi automated
 glassware washing system for laboratory that helped to save more than
 40% water and energy. Similarly, automation has also been done in the
 green houses for maintaining microclimatic conditions that saved more
 than 30% water and energy.
 
 The efforts are still going on to conserve water and energy by making
 full automation of operating in laboratory, Green House and Shade
 House.
 
 The bio-gas plant produced 40,000 m3 of bio-gas which was used for
 conservation of energy equivalent to 50,000 KWH (Rs. 0.22 mn).  Food
 Park- energy conservation
 
 - Through installation of capacitors, the power factor has improved
 closer to unity, and this resulted in a discount of Rs. 0.29 mn from
 the energy bill for the FY 08.
 
 - By switching over from conventional lighting system to energy
 efficient system, the Company saved 90,000 KWH (Rs. 0.40 mn) during the
 year.
 
 - Installation of Variable speed drive for boiler fan has given a
 substantial energy saving of 1,50,000 KWH (Rs.  0.675 mn) during the
 year.
 
 - The Fruit Division has installed and commissioned Coal/ Bagasse based
 boiler, resulting in substantial savings in energy costs. While
 installing the Coal/Bagasse based boilers, due care has been taken to
 maximize efficiency and reduce pollution.
 
 - The Fruit Division has initiated a water conservation program to
 reduce water consumption and also to recycle and reuse water, which is
 going to be the most scarce resource.
 
 B) TECHNOLOGY ABSORPTION
 
 Plastic Park-Technology Absorption None
 Food Park-Technology Absorption None
 Agri Park-Technology Absorption None
 
 C)RESEARCH AND DEVELOPMENT Food Park- Research and Development
 
 - Using Anaerobic & Aerobic treatment for effluent water, sizable
 volume of Bio gas is generated, which as given nearly 62,000 KWH (Rs.
 0.279 mn) equivalent of energy to run the power generator.
 
 Efforts for dehydration of onions using solar drier are under way.
 
 - Development work for Fried Onion and Reduction in Bacterial Count
 in dehydrated onion are in final stage and shall give benefits shortly.
 
 - Substantial thermal efficiency is achieved through conversion of
 furnace oil fed Boiler to Coal & Bagasse fed one.
 
 - Company has been working on process to be able to extract, stabilize
 and produce concentrates of Indian Citrus varieties namely Mosambi.
 
 - Company has carried pilot scale trials on Mosambi, Kinnow and Nagpur
 Orange and was successful in standardizing the process. The trial
 samples submitted to customers have been approved and accepted.
 
 Plastic Park- Research and Development
 
 - In the production of MIS component and pipe fittings, the Company has
 achieved substantial increase in productivity and optimum utilization
 of equipment through the introduction of multi cavity moulds.
 
 - The Company has introduced Reverse Osmosis Technology which has
 improved quality of input water, thereby resulting in better quality of
 product and reduction in down time of moulds and machines.
 
 - To foster the quality checking system, the Company has established,
 state of the art metrologica! facility at its plastic products
 division.
 
 - Continued efforts of Research & Development has enhanced spectrum of
 product range adding nearly 90 new products.
 
 - Development of new product range SWR for pipes and fittings for
 sewerage and drainage under the brand name B-SURE has given
 additiona cutting edge to the business of the organization.
 
 - A, low wall thickness tubing with flat emitter is developed under the
 brand name Turbo Slim.
 
 - Rodent deterrent technology was introduced to protect all plastics
 products for rodent.
 
 - New generation equipment for high speed extrusion of tubing with
 round cylindrical emitters was introduced.
 
 - Online socketing of PVC pipes was introduced.
 
 - A self cleaning suction screen filter Jain roto clean was
 introduced which can be used on suction side of the pump.
 
 - New range of filters for higher pressure rating, 10 kg/cm2 with trade
 name Jain Super flow plus is introduced with ribbed body construction
 to water hammer and surges in pipe line.
 
 - The existing range of the plastic filter with flow rate of 25 m3/hr
 is extended up to 200 m3
 
 - A completely farmer friendly filter back wash controller Jain Filto
 - clean\s developed with features, corrosion resistant, auto alarm
 system besides, being operated by solar energy.
 
 - Present Jain hydro cyclone filter is hydro dynamically redesigned for
 increasing operational efficiency to remove fine sand and silt
 particles.
 
 Agri Park- Research and Development
 
 Jain Irrigation systems Limited have one of the biggest and oldest
 tissue culture production laboratories in India and also have developed
 its unique facility for research and development work. Apart from
 continual improvements made in banana tissue culture, the team of
 scientists have achieved big success by developing tissue culture
 protocol to regenerate pomegranate plants. The protocol is now being
 used to produce pomegranate plantlets on a commercial scale. These
 plants will be free from disease and Company will buy back the fruits
 for processing from the growers of these plants. This will help farmers
 to get assured price for their produce.
 
 Solar Division has developed anti corrosion coating for application
 inside the tanks, which improved the life of product substantially.
 
 Developed LED based Solar street light system which consumes nearly 50%
 of power compared to conventional solar light, and Supplied to Railways
 for their Level cross lighting.
 
 Developed Solar Fencing system and is used in Companys own premises.
 
 R&D Expenditure                                          [Rs. Million]
 
                                                  2007-08       2006-07
 
 Capital Expenditure                                13.35         16.25
 
 Revenue expenditure                                18.89         22.69
 
 Total                                              32.24         38.94
 
 % to revenue                                        0.19%         0.32%
 
 D) FOREIGN EXCHANGE EARNINGS AND OUTGO                   [RS. MILLION]
 
 C.I.F. Value of Imports, Expenditure and 
 Earnings in Foreign Currency
                                                  2007-08       2006-07
 
 a) C.I.F. Value of Imports
 
 Raw Material, Components and Stores and Spares  2,243.61      2,150.37
 
 Capital Goods                                     332.55        592.74
 
 Total                                           2,576.16      2,743.11
 
 b) Expenditure in Foreign Currency (on cash basis)
 
 Interest and Bank Charges                         130.59          4.29
 
 Discount / Commission on Export Sales               2.89          0.87
 
 Travelling Expenses                                 9.49         10,36
 
 Export Selling / Market Development Expenses        2.55          4.07
 
 Law & Legal Expenses                               44.61         13.17
 
 Others                                             32.01          1.43
 
 Total                                             222.16         34.20
 
 c) Earnings in Foreign Currency
 
 FOB Value of Exports 
 (on the basis of bill of lading)                4,082.57      3,727.69
 
 Interest and other Income                          36.06         41.47
 
 Total                                           4,118.63      3,769.16
 
 
 18. Acknowledgement
 
 The Directors take this opportunity to place on record their
 appreciation of wholehearted 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
 Mumbai,                              Anil B. Jain
 27th August, 2008                 Managing Director
Source : Religare Technova

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