29 Apr 2017 | Livemint.com

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Jain Irrigation Systems Ltd.

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  • BSE Code: 500219
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  • NSE Code: JISLJALEQS
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Jain Irrigation Systems Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

1) Corporate Governance

Corporate Governance is the application of best management practices, compliance of laws, rules, regulations and adherence to standards to achieve the objects of the Company, enhance stakeholders value and discharge of social responsibility. The Corporate Governance Structure in the Company assigns responsibility and authority to Board of Directors, its committees and the executive management, senior management employees etc. Since coming into effect of Companies Act, 2013, the Company has to follow both clause 49 and provisions of the Companies Act, 2013 and in some cases stricter of the two.

Company's Philosophy on code of Corporate Governance

The Company acknowledges its responsibilities to its Stakeholders. The Company believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholders value by focusing towards all stakeholders. The core values of the Company are based on integrity, emphasis on product quality and transparency in its dealings with all stakeholders. Any good corporate governance provides an appropriate framework for the Board, its committees and the executive Management to carry out the objectives that are in the interest of the Company and the Stakeholders. The Company maintains highest levels of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. The Company is committed to meeting the aspirations of all our stakeholders. The associate's satisfaction is reflected in the stability in all the levels of management.

The Company is in compliance with the requirements of the revised guidelines on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. A code of conduct is framed and adopted in and the pursuit of excellence in corporate governance.

The Company has four tiers of the governance pyramid:

• Shareholders

• Board of Directors

• Committees of the Board

• Executive Management

Each of the tier operates within the given parameters as per prevailing laws and regulations or the practices prevalent in the industry.

2) Board of Directors

a) Board Composition

The Board of Directors of Jain Irrigation comprises of Executive and Non-Executive Directors. Since the Chairman is from the Promoters Group but Non­Executive, the strength of independent Directors is mandated at half of the strength of the Board. The Board has 6 independent members in the total strength of 12 at present. The executive Directors are 5 in view of the diverse nature of business of the Company. The independent Directors are professionals in their field and possess background of financial, legal and agriculture fields. 3 independent Directors out of the 6 Directors are with the Company Board for less than 9 years at present. At present in terms of the Articles of Association the strength of the Board shall not be less than 3 and not more than 14

b) Meetings of Independent Directors

The Independent Directors of the Company has met once for financial year 2015 without the presence of Executive Directors or management personnel. Such meetings were conducted to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Chairman of meeting. The Chairman of the meeting takes appropriate steps to present Independent Directors' views to the Chairman and Managing Director of the Company.

c) Code of Conduct

The Company has in place a comprehensive Code of Conduct (the Code). A copy of the Code has been put on the Company's website (www.jains <http://www.jains>. com). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

d) Scheduling and selection of agenda items for Board meetings

A minimum four of pre-scheduled Board meetings are held annually. Meetings are depend on importance of matters. Additional Board Meetings convened by giving at least 7 days notice to address the Company's specific decision needs. Resolutions are passed by circulation in case of eligible business due to urgency of matters. The meetings are usually held at the Chairman's office at Jalgaon or Mumbai office.

The Board is given presentations covering Finance, Performance Review of various Segments of Business and their operations, overview of business operations of major subsidiary companies before taking on record the Company's quarterly/annual financial results.

The items / matters required to be placed before the Board, inter alia, include:

- Appointment of Chairman, if the Chairman of the Company is not present in the meeting.

- Grant leave of absence, if any.

- Review and confirm the minutes of previous Board meeting.

- Action taken / pending on the various Board decision.

- Brief on statutory developments, changes in government policies, among others with impact thereof, Directors' responsibilities arising out of any such developments

- Quarterly/annual divisional performance vis a vis the Budget for the financial quarter/year adopted by Board and reasons and details for variations, if any.

- Annual operating plans of businesses and budgets including capital budgets and any updates thereof

- Quarterly results of the Company and related review performance of various Segments of Business

- Company's annual Financial Results, Financial Statements, Auditors' Report & Board's Report

- Show cause, demand, prosecution notices and penalty notices, which are materially important

- Any material default in financial obligations to and by the Company, or substantial non­payment for goods sold by the Company

- Non-compliance of any regulatory, statutory or listing requirements, and shareholders' services.

- Appointment, remuneration and resignation of Directors

- Formation/reconstitution of Board Committees

- Terms of reference of Board Committees, Minutes of Board meetings of unlisted subsidiary companies

- Declaration of Independent Directors at the time of appointment/annually

- Disclosure of Directors' interest and their shareholding

- Appointment or removal of the Key Managerial Personnel

- Appointment of Internal Auditors, Cost and Statutory Auditors and Secretarial Auditors (Audit Committee)

- Quarterly / Annual Secretarial Audit reports submitted by Secretarial Auditors recommended by Audit Committee

- Dividend declaration

- Quarterly summary of all long-term borrowings made, bank guarantees issued and loans and investments made

- Significant changes in accounting policies and internal controls

- Takeover of a company or acquisition of a controlling or substantial stake in another company

- Statement of significant transactions, related party transactions and arrangements entered by unlisted subsidiary companies

- Issue of securities

- Recommending appointment of and fixing of remuneration of the Auditors as recommended by the Audit Committee

- Internal Audit findings and External Audit Reports (through the Audit Committee)

- Proposals for major investments, mergers, amalgamations and reconstructions

- Status of business risk exposures, its management and related action plans

- Making of loans and investment of surplus funds

- Borrowing of monies, giving guarantees or providing security in respect of loans (Through Operations Review Committee within Budget limits approved annually)

- Significant write off's/disposals or incidents of fraud/theft etc

The Managing Director and Company Secretary in consultation with other concerned members of the senior management, finalise the agenda for Board meetings.

e) Board material distributed in advance

The agenda and notes on agenda are circulated to Directors generally 7 days in advance. The agenda papers are serial numbered with Index. The documents which are not practically possible are circulated at meeting. In special and exceptional circumstances, additional items on the agenda are permitted by the Chairman.

f) Recording minutes of proceedings at Board and Committee meetings

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Board Committee members for their comments. The minutes are finalised and entered in the Minutes Book within 30 days from the conclusion of the meeting.

g) Post meeting follow-up mechanism

The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.

h) Compliance

The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India (which will become mandatory next fiscal).

3. Audit Committee

i) The Audit Committee meetings are generally conducted just before the Board Meeting. The Audit Committee has the following powers:

- To investigate any activity within its terms of reference

- To seek information from any employee

- To obtain outside legal or other professional advice

- To secure attendance of outsiders with relevant expertise, if it considers necessary

ii) Role of the Audit Committee:

a) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct and credible.

b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor/internal auditor/Cost Auditors and the fixation of audit fees.

c) Review Internal Audit Reports and discussion with internal auditors regarding any significant findings and follow up there on.

d) Reviewing with the management the annual financial statements before submission to the Board for approval, with particular reference to:

i) Change, if any, in accounting policies and practices and reasons for the same.

ii) Compliance with listing and other legal requirement relating to financial statements.

iii) Qualifications in the draft audit report.

iv) Disclosure of any related party transactions.

v) Statutory liabilities (Direct/indirect taxes) of the Company.

e) Financial reporting to all Stakeholders : The management is responsible for financial reporting and internal control in the Company. The Statutory Auditors are responsible for performing audit of the Company's financial statements in accordance with the generally accepted audit practices and issue reports based on such audits. The Audit Committee is responsible for supervising the financial reports, Statutory Audit and Internal Audit to ensure accurate and appropriate disclosures that maintain and enhance quality of financial reporting.

f) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub­section 3 of Section 134 of the Companies Act, 2013;

g) Compliance with listing and other legal requirements relating to financial statements;

h) Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process Approval or any subsequent modification of transactions of the Company with related parties

ii) Composition of Audit Committee:

The Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure.

iv. General

The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings held during the year. Executives of Accounts Department, Finance Department, Corporate Secretarial Department and Internal Audit department and representatives of internal auditors attend Audit Committee Meetings. The internal auditor reports directly to the Audit Committee.

The Chairman of the Audit Committee was present at the last Annual General Meeting held on 26th September, 2014.

v. Subsidiary Companies

The Company has the following direct wholly owned subsidiaries:

a. JISL Overseas Ltd, Mauritius

b. Jain International Trading BV, Netherlands

The Company does not have any material unlisted subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary.

The Company monitors performance of above subsidiary companies, inter alia, by the following means:

- Financial statements, in particular investments made by the subsidiary companies, are reviewed quarterly by the Company's Audit Committee.

- A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company's Board.

4. Nomination and Remuneration Committee

i) Brief description of terms of reference:

The Nomination and Remuneration Committee formulated for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees,

The Committee's composition meets with requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The name of Compensation Committee changed to Nomination and Remuneration Committee (NRC) and re-constituted as follows on 11th August, 2014. The NRC considers and recommends the remuneration of Executive Directors, Non-Executive Directors and selected Executives at the senior level in the Company, the allotment/devolution of ESOP's under approved ESOP Scheme 2005 & 2011. Two meeting swere held on 22nd May, 2014 and 11th August, 2014 on during the year 2014-15.

iv) Remuneration Policy:

Appointment and Remuneration Policy

In accordance with Section 178 of the Company Act 2013 and Clause 49 of the Listing Agreement, Nomination and Remuneration Committee is constituted and the Board on its recommendation has framed Appointment and Remuneration Policy.

Policy aims to ensure that persons appointed as Directors and Key Managerial Personnel possess requisite qualification, experience, expertise and attributes commensurate to their position and the remuneration to such personnel is fair and reasonable and sufficient to attract, retain and motivate the personnel.

NRC shall meet once at least in six months and minutes will be submitted to the Board.

Persons to be appointed as directors should be persons of integrity; meet regulatory requirements possess requisite knowledge / expertise / skills / experience.

NRC would decide whether their qualifications, expertise and other attributes are adequate for the position.

Remuneration payable to ED's would be comparable with ED's of other companies which have comparable level of business. Fixed remuneration would include perquisites and allowances and other perquisites like car, telephone, etc. as per Company's policy. Variable pay would be based on performance. Stock option will be on the basis of Stock Options Plan as per law in existence. Annual increment would be based on Company's Policy. No sitting fees will be paid. The overall limits shall be as laid down in Company Act 2013.

Chief Financial officer and Company Secretary should have requisite qualifications, experience and attributes commensurate with the position. Fixed remuneration will include perquisites and allowances and other retirement benefits and car and telephone etc.

Independent Directors should meet the regulatory requirements. They should have general qualification and attributes adequate for position honesty and integrity is a must.

As for ID's remuneration, they would be entitled to sitting fees and commission, as a percentage of net profit, depending upon profits of the Company and regulatory provisions of Company Act 2013.

Appointment and removal of Directors, and KMP's will be considered by NRC and recommended to the Board, after due evaluation of performance of personnel.

Board diversity shall be considered from a number of aspects including but not limited to gender, cultural and educational background, geographical location, industry experience / expertise and skills. But all appointments will be based on meritocracy and the Company's requirements.

For orderly succession for appointment to the Board and to senior management, NRC to formulate policies, institute processes which enable the identification of individuals who are qualified to become directors and who may be appointed in Senior Management and recommend to the Board.

v) Remuneration to Directors

The remuneration paid or payable to the Directors for services rendered during 2014-15 is given hereunder:

Perquisites: (Common to all above)

i) Contribution to the Provident Fund, Superannuation Fund, Annuity Fund and /or Gratuity;

ii) Gratuity not exceeding half-month salary for each year of completed service under this appointment;

iii) Provision of vehicle for use of Company's business as per the policy fixed by the Company; and

iv) Reimbursement of expenses incurred in official capacity for the Company.

5. Stakeholders Relationship Committee

The 'Stakeholders' Relationship Committee' (SRC) was constituted by the Board on 11th August, 2014 by change of name of Shareholders Grievances Committee. The SRC is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading. The SRC's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of Section 178 of the Companies Act, 2013.

The scope of the committee is as follows:

- Oversee and review all matters connected with the transfer of the Company's Ordinary Equity/DVR Equity Shares

- Approve issue of the Company's duplicate share certificates.

- Consider, resolve and monitor redressal of investors'/ shareholders' grievances related to transfer of Shares non-receipt of Annual Report, non-receipt of declared dividend etc.

- Oversee the performance of the Company's Registrars and Transfer Agents

- Recommend methods to upgrade the standard of services to investors

- Monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading

- Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable

- Perform such other functions as may be necessary or appropriate for the performance of its duties

Four meetings of SRC were held on on 22nd May, 2014, 11th August, 2014, 10th November, 2014 and 10th February, 2015 during the year 2014-15. However, the transfer sub-committee has met 38 times to approve the requests for transfer, transmission, duplicate, split, demat of Shares etc.

6. Operations Review Committee:

The Board has constituted Operations Review Committee (ORC) which undertakes work of approving (within the borrowing powers approved by Board) the individual sanction letters and delegates authority for completing documentation related to such borrowing, review the operational areas, delegation of authority for some more areas in view of increase in the size of operations, timely decisions for operational efficiency and effectiveness. The Committee also approves opening and closing of Bank accounts and delegates' authority for security creation or related action for documentation.

iv) Person who conducted the Postal Ballot Exercise:

The Board has appointed Mr. Aaron Solomon, Partner, Solomon & Co, Solicitors, Mumbai as a Scrutinizer. He conducted the postal ballot voting process in a fair and transparent manner.

v) Whether any special resolution is proposed to be conducted through Postal Ballot:

None

vi) Procedure for Postal Ballot:

a) Shareholders holding Shares in Physical mode: Company has dispatched Postal Ballot Form and procedure for voting to all Shareholders holding Shares in physical mode and having no mail Id.

b) Shareholders holding Shares in electronic mode: Company has appointed Central Depository Services (India) Limited for conducting e-Voting by the members of the Company.

8. Disclosures

i. Management Discussion and Analysis:

28th Annual Report has a detailed chapter on Management Discussion and Analysis.

ii. Related Party Transaction (RPT):

The Company has not entered into materially significant RPT that may have potential conflict with interest of Company at large. However, the RPT's do first get approval of Audit Committee. The Company does have trading relations with some of its Trading Wholly Owned Subsidiary entities. The Audit Committee and Board of the Company approved on 22nd May, 2014 RPT of Rs. 8,000 Million under the provisions of Section 188 of the Companies Act, 2013 as an Omini bus approval for FY 2015.

The details of related party transactions are given in detail in Note No 37 of the Audited Accounts of the Company for the year ended 31st March, 2015.

iii. Details of non-compliance by the Company:

a) Capital Market Compliance: There were no cases of non-compliance during the year with Stock Exchange where the Shares of the Company are listed, SEBI regulations or any other statutory bodies nor any cases of penalties imposed by them for any non-compliance related to the capital market compliances during the last three years.

b) Compliance under Companies Act: There were no cases of non-compliance of applicable provisions of Companies Act, 2013 nor any cases of penalties imposed by Department of Corporate Affairs or the Registrar of Companies or any other Statutory Bodies for any non-compliance related to the Company Law provisions during the last three years.

c) Insider Trading: In terms of provisions of SEBI (Prevention of Insider Trading) Regulations, 2002, as amended, the Company has formulated a 'Code of internal procedure & conduct for prevention of insider trading' in shares of the Company. The code of conduct has been explained and circulated to the employees and is implemented by Compliance Officer who reports to the Managing Director.

iv. Whistle Blower Policy: The Company has Whistle Blower Policy and no personnel has been denied access to the Audit Committee, Chairman.

9. Modes of Communication:

i) Quarterly Results : All financial Quarterly results of the Company are forthwith communicated to stock exchanges (where Company's equity shares are listed) as soon as they are approved and taken on record by the Board of Directors of the Company. Further the results are published in leading Marathi newspaper circulated over Jalgaon District and leading financial newspapers published on an all India basis. These results are simultaneously posted on the website of Company(<http://www.jains.com>.)

Press Release: Official news releases are sent to Stock Exchanges posted on the website of Company(<http://www.jains.com>).

Annual Report: The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website (www.jains com).

- Presentations to institutional investors / analysts: Detailed presentations are made to institutional investors and financial analysts on the Company's unaudited quarterly as well as audited annual financial results. These presentations are also uploaded on the Company's website (www.jains com).

- Website: The Company's website (www.jains  com) contains a separate dedicated section 'Investor Relations' where shareholders' information is available. The Company's Annual Report is also available in a downloadable form.

- NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for corporates. The Company is regularly submitting all periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others electronically on NEAPS.

- BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. The Company is regularly submitting all periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others electronically on the Listing Centre.

The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement.

10. General Shareholders Information

i) Annual General Meeting Day, : 28th Annual General Meeting

Date, Time & Venue : Wednesday, 11.00 AM on 30th September, 2015 Registered Office at Jain Plastic Park, N H No. 6, Bambhori, Jalgaon 425001

ii) Financial Year

1st April 2014 to 31st March 2015

iii) Book Closure Dates

14th to 30th September, 2015 (Both days inclusive)

iv) Dividend payment date on or after

8th October, 2015

v) Listing of Shares on Stock Exchanges

The Stock Exchange, Mumbai  National Stock Exchange of India Ltd., Mumbai  Bourse De Luxembourg (for EDRs)

vi) Stock Codes Ordinary Equity Shares DVR Equity Shares

The Stock Exchange, Mumbai National Stock Exchange of India Ltd., Mumbai

500219 JISLJALEQS

570004 JISLDVREQS

vii) Corporate Identification Number (CIN) : L29120MH1986PLC042028

viii) Registered Office : Jain Plastic Park, N H No. 6, Bambhori, Jalgaon - 425001

ix) ISIN No.

Ordinary Equity Shares: INE175A01038

DVR Equity shares: INE175A01010

x) Depositories

National Securities Depository Ltd.

Central Depository Services (India) Ltd.

xi) Address for correspondence

Jain Plastic Park, N H No. 6, Bambhori, P.O.Box No. 72 Taluka- Dharangaon, District- Jalgaon-425001.(Maharashtra)

xiv)Registrar and Transfer Agents

The Board of the Company have decided in the meeting held on 11th August 2014 to replace the Registrar & Transfer Agent (R&T Agent) of the Company for Equity & DVR Shares both physical as well as electronic connectivity.

Accordingly, the Company has appointed Link Intime India Private Limited, Mumbai in place of Bigshare Services Private Limited, Mumbai w.e.f. 1st November 2014 and delegated authority to deal with physical transfers as well as dematerialisation / rematerialisation of Equity Shares of the Company with effect from 1st November 2014.

The contact details of new RTA are as follows:

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai-400078 Phone: 022-25946970 Fax: 02225946969 Mail Id: rnt.helpdesk@linkintime.co.in Web: www.linkintime.co.in

The Stakeholders are requested to send queries or enquiry about Shares, dividend, Annual Report or any other related matters to Link Intime India Private Limited at above address quoting folio number(s).

You are also requested to update your e-mail address/Bank mandate with your Depository Participant

xv) Share Transfer System:

a) Electronic Transfer of Shares: Through National Securities Depository Ltd and Central Depository Services (India) Ltd

b) Physical: Through R&T Agent i.e. Link Intime India Private Limited Share Transfer/ Demat data as on 31st March, 2015

xviii) Outstanding GDR's/ ADR's /Convertible instruments, conversion date and impact on Equity

a) Out of a total of 13,48,300 (post-Split 67,42,500) European Depositary Receipts (EDR's) issued by the Company in 1994, represented by underlying Equity Shares all except 556,611 EDR's, represented by underlying Equity Shares have been cancelled and converted into underlying Equity Shares of Rs.2 each as on 31st March, 2015. However, the conversion into underlying Equity Shares does not impact the Share capital in any manner whatsoever.

The ratio is 2 EDRs = 1 Equity Share - This has changed post split.

b) In terms of EGM resolution dated 1st October, 2012 u/s 81(1A) of the Companies Act, 1956 the Company has issued US$ 55 Million Zero Coupon Convertible Bonds due on October 2017 and May 2018. The Bonds are convertible at any time and after 16th October, 2012 up to the close of business on 16th September, 2017/30th March, 2018 by holders into fully paid Equity Shares at par value of Rs 2 each at an initial conversion price of Rs.115 per Share.

d) The Shareholders of the Company approved in the 24th AGM held on 30th September, 2011 a new Employees Stock Option Plan as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the 'SEBI Guidelines'), the Companies Act, 1956 (the 'Act') and other applicable law and in order to issue options and Ordinary Equity Shares to whole-time directors and permanent employees of the Company and its subsidiaries (in India and abroad) 'Eligible Employees') so as to ensure commitment, retain and attract good talent through ownership and financial motivation.

i) The total number of options that may in the aggregate be granted to the Eligible Employees of the Company shall be 43,56,000 Ordinary Equity Shares of face value Rs. 2 each.

ii) The total number of options that may in the aggregate be granted to the Eligible Employees of the subsidiariesof the Company shall be 10,00,000 Ordinary Equity Shares of face value Rs. 2 each.

xix) Additional Information

a) Nomination facility

The Shareholder of the Company who wants to make a nomination may do so by submitting duly filled form No.2B for nomination .The nomination can be made by individuals only applying/holding Shares on their own behalf singly or jointly. A holder of Shares can nominate a minor and in that event the name and address of the guardian shall be given by the holder. The nomination stand cancelled upon transfer of shares.

The intimation regarding nomination/nomination form shall be filed with Company or R & T Agent of the Company:

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai-400078 Phone: 022-25946970 Fax: 02225946969 Mail Id: rnt.helpdesk@linkintime.co.in > Web: www.linkintime.co.in

Members who have not yet encashed their dividend warrant(s) are requested to lodge their claims to the Company immediately. The unclaimed/unpaid dividend data are also uploaded on the web site of the Company.

The IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (IEPF Rules) were notified by the Ministry of Corporate Affairs (MCA) on 10th May, 2012 which are applicable to the company. The objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends for the financial years from 2006-07, as on the date of the 26th Annual General Meeting (AGM) held on 27.09.2013 on the website of the IEPF viz. www.iepf.gov.in an under "Investors Section" on the Website of the Company viz. www. jains.com

c) Designated Exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing:

For queries on Annual Report: investor.corr@jains.com For queries in respect of shares in physical mode: investor.corr@jains.com / shares@jains.com

11) Non Mandatory Requirements: The Company is also currently meeting the non mandatory requirements as under:

a) The Company has Non-Executive Chairman, and maintains Chairman's office

b) The half yearly declaration of financial performance including, summary of the significant events mailed to Shareholders.

c) The financial statements of the Company are unqualified.

d) The Company has separate post of Chairman and Managing Director/Chief Executive Officer.

e) The Internal auditor reported directly to the Audit Committee.

12) Auditors' Certificate on Corporate Governance

As required by Clause 49 of the Listing Agreement, the Auditors' Certificate is given as an annexure to this Report.

13) Plant Locations in India

Jalgaon Jain Plastic Park, N.H.No. 6, P.O. Box 72, Bambhori, Dharangaon, Dist. Jalgaon - 425001 Maharashtra.

Jain Agri Park Jain Agri Park, Jain Hills, Shirsoli Road, Jalgaon, Dist. Jalgaon - 425001, Maharashtra.

Jain Food Park Jain Food Park, Jain Valley, Shirsoli Road, Jalgaon, Dist. Jalgaon - 425001, Maharashtra.

Demo and Research & Development Farms

Jain Agri Park, Jain Agri Park, Jain Hills, Shirsoli Road, Jalgaon, Dist. Jalgaon - 425001, Maharashtra.

Jain Tissue Culture Park At. Takarkheda, Post. Kadholi, Tal. Erandol, Dist.Jalgaon- 425001

Kulu Angora Breeding Farm, Village Pirdi, Tal. Mahol, Dist. Kulu (H.P.)

Udumalpet Site No. 258-90, Ellaymuthur Village, Udumalpet-642 154, Dist. Coimbatore, Tamilnadu.

Wardha "Aarogyadham'Kasturba Nisarga Upchar Kendra, Varud Road, Kasturba Health Society, Sevagram, Wardha.

13) Plants Location - Overseas

Jain Irrigation Inc. [Drip Irrigation System]

• 2851, East, Florence Avenue, Fresno, California CA.93721, USA.

• 3777, State Road, 544, East Haines City, Florida 33844, USA.

• 2060, East Francis Streeet, Ontario, CA 91761, USA.

Chapin Watermatics, Inc. [Drip Irrigation System] 740, Water street, Water town, NY 13601.

Cascade Specialities Inc. [Onion Dehydration]

P.O. Box 583, 1 Cascade Way, Boardman, Oregon 97818, USA

White Oaks Frozen Foods [Food Processing] 2525 Cooper Ave, Merced, CA 95348, USA

NuCedar Mills, Inc. - [Plastic Building Products] 1000 Sheridan St. Chicopee, MA 01022.

Sleaford Quality Foods Ltd. [UK] [Canned & Dehydrated Food]

Woodbridge Road, East Road Industrial Estate, Sleaford, Lincolushire NG3471X - UK.

Jain Sulama Sistemleri Sanayi Ve Ticaret [Turkey - Adana Plant] [Drip & Sprinkler Irrigation] Sabanci organize sanayi bolgesi, Ataturk, Bulvari, No. 48, Adana.

THE Machines SA [Switzerland] - [Driptube and Pipe Manufacturing Equipment] Rue de Industries 5, CH-1462 YVONAND, Switzerland.

Pro Tool AG [Switzerland] [HiTec Injection Molds & Hortunner Systems] Bernstrasse 52CH-4923 Wynau, Switzerland.

Excel Plastics Ltd.

DerryIavin, Kingscourt Road, (R-179), Carrickmacross, County Monaghan, Ireland.

NaanDanJain Irrigation System Ltd. [Israel] [Drip & Sprinkler Irrigation]

• Post Naan 7682900, Israel.

• Post Dan, 1224500 Israel.

NaanDanJain Irrigation System Ltd. [Brazil] [Drip & Sprinkler Irrigation]

NaanDanJain Brasil Industria E Comercio DE Equipamentos Para Irrigacao Ltda

CNPJ 60.991.965/0001-15, Av.Ferdinando Marchi,1000-Distrito Industrial, LEME-SP, CEP-1 - 410 Brazil

NaanDanJain Irrigation System Ltd. [Spain] [Drip & Sprinkler Irrigation]

Naandan Jain Iberrica S.L.U - P.I LA Redonda, C/XIV , NO. 26, SANTA MARIA DEL AGUILA, EL EDIJO - ALMERIA

04710, Spain. TEL - 950-582121 FAX - 950-582099,

Gavish Control System

Givat Brenner, 60948, Israel.  Tel: +972-8-9443961 Fax: +972-8-9443357 E-mail: info@gavish.org.il

Dansystems S.A. [Chile]

Carretera Gral San Martin 16.500 Sitio 31, Loteo Los Libertadores Colina, Santiago Chile