IFB Agro Industries Ltd Directors Report.

#MDStart#

Management Discussion and Analysis Report

To the Members,

The Directors have pleasure in presenting before you the Thirty Eighth Annual Report of the Company together with the Audited

Financial Statements for the financial year ended 31st March, 2020.

Financial Results & Performance Review

The financial results for the year and for the previous year are summarized below:

( in Lakhs)

Standalone

Consolidated

Particulars Year Ended 31.3.2020 Year Ended 31.3.2019 Year Ended 31.3.2020 Year Ended 31.3.2019
Revenue from Operations (Gross) 188,842 173,204 1,91,146 1,75,244
Less: Excise Duty 92,566 80,723 92,566 80,723
Revenue from Operations (Net) 96,276 92,481 98,580 94,521
Other Income 1,121 1,277 1,149 1281
Total Revenue 97,397 93,758 99,729 95,802
Profits prior to finance charges and
depreciation (EBITDA) 3,754 5,957 3,639 5,777
Less: Finance Charges 179 294 188 297
Depreciation & Amortisation 1,770 1,869 1,772 1871
Profit Before Tax 1,805 3,794 1,679 3609
Less: Tax Expenses (542) 473 (542) 473
Profit After Tax 2,347 3,321 2,221 3136
Other Comprehensive Income (1,039) (317) (1,046) (312)
Total Comprehensive Income 1,308 3,004 1,174 2,824

Consolidated figures includes standalone figures and figures of IFB Agro Marine FZE, the wholly owned Subsidiary.

During the year under review your Company has recorded net operational revenue of 96,276 lakhs (as against 92,481 lakhs in 2018-19) recording a growth of 4%.

Operational profit (EBITDA) decreased from 5,957 lakhs in 2018-19 to 3,753 lakhs in 2019-20, a decrease of 37% as compared to the previous year.

Your Company has achieved a profit before tax of 1,805 lakhs (as against 3794 lakhs in 2018-19) and net profit of 2,247 lakhs (as against 3,321 lakhs in 2018-19).

Net Revenue from Operations on consolidated basis grew by 4% to 98,580 lakhs. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year reduced by 37% to 3,639 lakhs.

During the year under review, India Ratings and Research (IND-Ra) has maintained your Companys Long Term issuer rating to IND A+.

Your Company operates in two segments: (1) Spirit, Liquor and Spirituous Beverages and (2) Marine Products.

Spirit, Liquor and Spirituous Beverages:

The grain based distillery along with Carbon Dioxide (CO) and DDGS plants operated at optimum capacity during the year under

2

review before the lockdown imposed by the Govt. of India in a bid to tackle the catastrophic Corona Virus (COVID-19). The continuous increase in the price of grain and fuel significantly increased the input costs. The increased cost could not be passed on fully to the buyers due to competition. The Company proposes to enhance the production capacity of the distillery from 110 KL per day to 170 KL per day during the financial year 2020-2021. All necessary statutory approvals have been received.

Indian Made Indian Liquor (IMIL) business continues to face stiff competition due to excess capacity created by the new bottling plants in West Bengal. Inspite of tough competition, the IMIL business during the FY 2019-20, registered a net revenue growth of 16%. However due to increase in input cost, logistics and higher retailer scheme margins were impacted during the year under review. To increase its distribution and geographical reach, the company entered into some tie-up operations with other bottling plants, who have spare capacity and have agreed to produce for the Company on contract basis. During the year Company also started its business in the State of Jharkhand.

Marine Products:

Marine exports registered a growth of 12% during the financial year 2019-20. Company suffered losses in third party processing units at Kolkata and Ongole, Andhra Pradesh, due to quality and infrastructure issues and hence the existing arrangements has been discontinued. In the current year, Company will focus to improve margins by strengthening its marketing by adding new countries and geography and by reducing its overhead.

Marine aqua feed business could not register any growth during the year under review due to restrictive credit policy adopted by the Company due to timid market conditions. Operating margins declined due to lower sales and increase in the overhead. The company is focusing on direct sales to farmers through its retail aqua shop chain "Aquashop". Due to failure of crop, certain sum of money got stuck in the market, adequate provisions have been made in the books of accounts for the same, however efforts are being made to recover the said amount.

Marine domestic food business registered a revenue growth of 10% during the year under review. We continue to invest in this business in terms of product innovation, marketing and infrastructure.

Your Company incorporated a Wholly Owned Subsidiary in the name and style of IFB Agro Marine(FZE), a limited liability Company in the Sharjah Airport International Free Zone, Sharjah, United Arab Emirates on 20th April, 2017. It was the third year of operation for the company. Efforts are being made to strengthen the trading operation in international market. The revenue increased from

2040 lakhs in 2018-19 to 2386 lakhs in 2019-20. Increase in revenue and decrease in overhead cost has decreased the loss to

130 lakhs during the year (185 lakhs in 2018-19). Better results are expected in the current financial year.

OUTLOOK, OPPORTUNITIES, THREATS AND CONCERNS

The current financial year will be a year of challenges for both the domestic and export business. Pursuant to the imposition of national lockdown due to COVID, the Company had to suspend all its operations from 25th March, 2020. However partial operations have resumed since mid of May, 2020. Revenues of the Company was severely impacted during the month of April and May 20 due to closure of the plant and lower capacity utilization due to social distancing norms after the resumption of operation.

The discontinuation of tie-up operations in Andhra and Kolkata will lead to decline in the volume and the value of export during the year but margins are expected to be better due to strict control overhead cost. However, export market during the year will be tough due to closure of hotels and restaurants in many countries. The Company has entered into a new third party tie-up operations for marine export based out in Bengal to buy the shrimps from farmers and recover the dues remaining outstanding against the supply of feed.

Growth in the Aqua feed business will be affected due to the competition and restrictive credit being allowed by the Company in the market. The current financial year will witness a restrictive growth in the feed sales as stocking by the farmers is less due to uncertainties in the Export market. The focus of the company will be more on direct cash sale to the farmers from its aqua shops.

Your Company will focus on margin improvement plans across the verticals through better procurement of its key raw materials like broken rice, shrimps etc.

During 2020-21, efforts will be to ensure improved margins and better returns on capital employed. The company is focused on its resource allocation and is looking for expansion by way of capex light model.

Your Company is continuing its efforts to attain further efficiencies by process/technological improvements, reduction of wastages and optimal use of human resources in all the divisions.

RISK MANAGEMENT

The Board has adopted a risk management policy whereby a proper framework is set up to identify, evaluate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

There were significant changes in certain key financial ratios of the company, that have changed more than 25% over previous year. Current ratio has improved (FY 19-20: 5.55 Vs FY 18-19: 4.02) due to repayment of term loan. Operating margin (FY 19-20: 2% Vs FY 19-20: 3.44%) and Net profit margin (FY 19-20: 0.96% Vs FY 18-19: 2.19%) have declined mainly due to loss in marine business during the year 2019-20.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.

DIVIDEND

In order to conserve resources for the further expansion and working capital requirements, your Directors have decided not to recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

The Company does not propose to transfer any amount to Reserve.

NUMBER OF BOARD MEETINGS

st

During the year ended 31 March, 2020, Four meetings of the Board were held. For details of meetings of the Board, please refer to the Report on Corporate Governance, which forms part of this report.

EXTRACTS OF ANNUAL RETURN

The extracts of the Annual Return for the financial year 2019-20 as stipulated in MGT -9 pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 may be referred to at the Companys Official website at the weblink: https://www.ifbagro.in and forms part of this Report as Annexure -1.

DIRECTORS

th

Dr. Runu Chakraborty (DIN: 08463092) was appointed as Independent Woman Director at the 37 Annual General Meeting of the Company with effect from 27 May, 2019.

Mr Sudip Kumar Mukherji (DIN: 02764262), Mr Hari Ram Agarwal (DIN: 00256614) and Mr Manoj Kumar Vijay (DIN: 00075792)

th

the Independent directors of the Company were re-appointed as Independent director for a second term at the 37 Annual General Meeting of the Company.

Mr Nandan Bhattacharya (DIN: 00313590), Independent director passed away on 9th June, 2019. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure.

Mr. Arup Kumar Banerjee (DIN: 00336225) retires by rotation and being eligible, offers himself for re-appointment. The details about his qualification, other directorships etc. as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the explanatory statement under Section 102 of the Companies Act, 2013.

Mr. Arup Kumar Banerjee, an Honours Graduate in Commerce and Diploma in Business Management from IIM Calcutta is having experience of more than 46 years in the industry. Before joining the Company in the year 1995 he worked with IFB Industries Limited

KEY MANAGERIAL PERSONNEL

During the year there were no changes in the Key Managerial Personnel of your Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each one of them meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013.The declaration was placed and noted by the Board at its meeting held on 10th July, 2020.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

According to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors was held on 31 January 2020 to review the performance of the Non-Independent Directors, Chairman and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors, the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 stating therein the Companys policy on Directors/Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors.

The said policy may be referred to, at the Companys official website at https://www.ifbagro.in.

DEPOSITS

Your Company did not accept any deposit from the public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is given in Annexure II which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arms length basis and in the ordinary course of business. All such contracts or arrangements have been reviewed and approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the corporate website at

https://www.ifbagro.in/assets/pdf/Policy_on_Related_Party_Transactions.pdf

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is given in Annexure III which forms a part of this Report.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

Company had incorporated a Wholly Owned Subsidiary in the name and style of IFB Agro Marine(FZE), a limited liability Company in the Sharjah Airport International Free Zone, Sharjah, United Arab Emirates on 20 April, 2017. The purpose of setting up this entity is to establish a marketing and trading outfit to explore untapped markets in Middle East countries, Eastern Europe, CIS countries etc. for marine products. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has been prepared, which forms part of this Annual Report. Further, the report on the performance and financial position of the subsidiary in the prescribed form AOC-1 is annexed as Annexure VI to this report.

HUMAN RESOURCES

For the development of the human resources, number of training programmes were organized during the year. Internal personnel as well outside faculty members undertook these programmes. Your Company plans to organize more such training programmes forthe overall development of its people. Total number of employees in the Company stood at 418 as on 31 March 2020.

PREVENTION OF SEXUAL HARASSMENT

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted a Prevention of Sexual Harassment Committee. The Prevention of Sexual Harassment Policy is available on the companys website. All women employees were made aware of the Policy and the manner in which complaints could be lodged. During the year the Committee has not received any compliant.

WEBSITE OF THE COMPANY

The Company maintains a website www.ifbagro.in where detailed information of the Company and its products are provided.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. The Board has accepted the recommendations of the Audit Committee.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns have been established. The said policy may be referred to, at the Companys official website at the weblink: https://www.ifbagro.in/assets/pdf/Whistle_Blower_Policy.pdf

INTERNAL CONTROL SYSTEMS

Your Company has in place adequate internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. Further such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company is listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid the Annual listing fee for the year 2020-21 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2020-21 has been paid by the Company to NSDL and CDSL.

DEMATERIALISATION OF SHARES:

95.48% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2020 and balance 4.52% is in physical form. The Companys Registrars are M/s C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata- 700 019.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Independent Directors and Executive Directors. The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy may be referred to, at the Companys official website at http://www.ifbagro.in.

Your Company has identified the activities and accordingly projects mainly relating to a) eradicating hunger, malnutrition and sanitation b) promoting education and livelihood enhancement and c) Promoting Healthcare were undertaken in line with the CSR policy. The necessary budget outlay was assigned to the aforesaid projects. The Company made an expenditure of Rs. 67.32 lakhs against the stipulated amount of Rs. 84.78 lakhs. There was shortfall in the CSR expenditure due to COVID -19 pandemic as the scheduled projects got delayed.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors protection and maximizing long-term stakeholders value. The certificate of the Auditors, M/s BSR

& Co LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Annual Report.

STATUTORY AUDITORS

At the 37 Annual General Meeting held on 26 July, 2019 the shareholders of the company appointed M/s. BSR & Co. LLP (Firm Registration No.: 001076N/N500013), Chartered Accountants as the Auditors of the Company for a term of five consecutive years from the conclusion of 37 Annual General Meeting to the conclusion of 42 Annual General Meeting. The requirement to place the matter relating to reappointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of reappointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company. The Board in its meeting held on 30 March, 2019, appointed Mr. S. K. Patnaik, partner of M/s Patnaik & Patnaik, Practising Company Secretary (Certificate of Practice No. 5699) as the Secretarial Auditor of the Company.

The Secretarial Auditors Report for the financial year ending 31st March 2020 is given in Annexure V, which forms part of this report.

SECRETARIAL STANDARDS

Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

In conformance to the requirements of the clause (f) of sub-regulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility Report for financial year 2019-2020 is given in Annexure VII which forms part of this Report.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Customers and Stakeholders for their continued support.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

 

Cautionary Statement: Statement in the Directors Report and Management Discussion & Analysis Report describing the Companys expectations may be forward-looking within the meaning of applicable securities laws & regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their costs, changes in government policies and tax laws.

Registered Office: Plot No. IND-5, Sector - 1 East Calcutta Township Kolkata - 700 107

CIN: L01409WB1982PLC034590

E-mail: complianceifbagro@ifbglobal.com Website : www.ifbagro.in Date : 10th July, 2020

On behalf of the Board
Bikram Nag Arup Kumar Banerjee
Joint Executive Chairman

Vice Chairman and

(DIN: 00827155)

Managing Director

(DIN: 00336225)

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : L01409WB1982PLC034590
ii) Registration Date : 19.02.1982
iii) Name of the Company : IFB AGRO INDUSTRIES LIMITED
iv) Category / Sub-Category of the Company : Company Limited by Shares
v) Address of the Registered
Office and contact details : Plot No.IND-5, Sector-1,
East Calcutta Township,
Kolkata - 700 107.
Tel No:(033)39849675.
Fax No: (033) 24421003
E-Mail: complianceifbagro@ifbglobal.com
Website : www.ifbagro.in
vi) Whether listed company : Yes
vii) Name, Address and Contact : CB Management Services (P) Ltd.
details of Registrar and P-22, Bondel Road, Kolkata-700019.
Transfer Agent, if any Tel No: (033) 4011 6700/2280 6692/2282 3643/2287 0263
Fax No: (033) 40116739.
E-mail: rta@cbmsl.com
Website : www.cbmsl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sl. No. Name and Description of main products/services NIC Code of the Product/service % to total turnover of the company
1 Alcohol (Spirits and Spirituous Beverages) 1101 76
2 Marine Products 1020 24

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

S. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 IFB Agro Marine(FZE), Sharjah Airport International 018085 Wholly Owned Subsidiary 100% 2(87)
Free Zone, Sharjah, U.A.E

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year 01.04.2019

No. of Shares held at the end of the year 31.03.2020

% Change during the year

Category of Shareholder Demat

Physical

Total

% of Total Shares Demat

Physical

Total % of Total Shares
(A) Promoter
1 Indian
(a) Individuals/ HUF 239824

-

239824

2.56 239824

-

239824 2.56

-

(b) Central Government(s) -

-

-

- -

-

- -

-

(c) State Government(s) -

-

-

- -

-

- -

-

(d) Bodies Corporate 5848856

-

5848856

62.44 5848856

-

5848856 62.44

-

(e) Bank/Financial Institutions -

-

-

- -

-

- -

-

(f) Others -

-

-

- -

-

- -

-

Sub Total(A)(1) 6088680

-

6088680

65.00 6088680

-

6088680 65.00

-

2 Foreign
(a) NRIs-Individuals -

-

-

- -

-

- -

-

(b) Other-Individuals -

-

-

- -

-

- -

-

(c) Bodies Corporate -

-

-

- -

-

- -

-

(d) Bank/Financial Institutions -

-

-

- -

-

- -

-

(e) Any Others -

-

-

- -

-

- -

-

Sub Total(A)(2) -

-

-

- -

-

- -

-

Total Shareholding of 6088680

-

6088680

65.00 6088680

-

6088680 65.00

-

Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
(B) Public Shareholding
1 Institutions
(a) Mutual Funds -

9000

9000

0.10 -

9000

9000 0.10

0.00

(b) Bank/Financial Institutions 1122

95850

96972

1.03 2588

95850

98438 1.05

0.02

(c) Central Government(s) -

-

-

- -

-

- -

-

(d) State Government(s) -

-

-

- -

-

- -

-

(e) Venture Capital Funds -

-

-

- -

-

- -

-

(f) Insurance Companies -

-

-

- -

-

- -

-

(g) Foreign Institutional
Investors (FII) -

-

-

- -

-

- -

-

(h) Foreign Venture Capital
Investors -

-

-

- -

-

- -

-

(i) Foreign Portfolio
Investors 15000

-

15000

0.16 15000

-

15000 0.16

0.00

(j) Other (specify) -

-

-

- -

-

- -

-

Sub-Total (B)(1) 16122

104850

120972

1.29 17588

104850

122438 1.31

0.02

B 2 Non-institutions
(a) Bodies Corporate
i) Indian

765412

5042

770454

8.22

783473

5042

788515

8.42

0.20
ii) Overseas

-

-

-

-

-

-

-

-

-
(b) Individuals
i) Individual shareholders holding nominal share capital up to Rs 1 lakh

903813

303121

1206934

12.89

975756

268887

1244643

13.29

0.40
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

1108244

0

1108244

11.83

1003135

0

1003135

10.70

-1.13
(c) Other (specify)
1 NRI

41723

26781

68504

0.73

42502

24967

67469

0.72

-0.01
2 Clearing Member

2669

0

2669

0.03

8615

0

8615

0.09

0.06
3 OCB

-

-

-

-

-

-

-

-

-
4 Trust

154

-

154

0.00

154

-

154

0.00

0.00
5 Foreign Portfolio Investor

-

-

-

-

-

-

-

-

-
6 Office of the Custodian
Special Court

-

500

500

0.00

-

500

500

0.01

0.01
7 Employee*

0

0

0

0.00

0

18793

18793

0.20

0.20
8 Director & Director
Relatives*

0

0

0

0.00

0

0

0

0.00

0.00
9 LLP*

0

0

0

0.00

3002

0

3002

0.03

0.03
10 HUF*

0

0

0

0.00

21321

0

21321

0.23

0.23
Sub-Total (B)(2)

2822015

335444

3157459

33.71

2837804

318189

3155993

33.69

-0.02
(B) Total Public

2838137

440294

3278431

35.00

2855392

423039

3278431

35.00

-
Shareholding
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B)

8926817

440294

9367111

100.00

8944072

423039

9367111

100.00

-
(C) Shares held by

-

-

-

-

-

-

-

-

-
Custodians for
GDRs & ADRs
GRAND TOTAL

8926817

440294

9367111

100.00

8944072

423039

9367111

100.00

-
(A)+(B)+(C)

ii) Shareholding of Promoters

Sl No. Shareholders Name

Shareholding at the beginning of the year 01.04.2019

Shareholding at the end of the year 31.03.2020

No. of Shares % of total Shares of the Company %of Shares Pledged / encumbered to total Shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total Shares % change in share holding during the year
1 Bijon Nag 237509 2.54 0 237509 2.54 0 0
2 Bikramjit Nag 1000 0.01 0 1000 0.01 0 0
3 Preombada Nag 1315 0.01 0 1315 0.01 0 0
4 Nurpur Gases Pvt. Ltd 785543 8.39 0 785543 8.39 0 0
5 Asansol Bottling &
Packaging Co. Pvt. Ltd 307197 3.28 0 307197 3.28 0 0
6 Zim Properties Pvt.Ltd 385000 4.11 0 385000 4.11 0 0
7 Lupin Agencies Pvt.Ltd 385300 4.11 0 385300 4.11 0 0
8 Windsor Marketiers Pvt.Ltd 382916 4.09 0 382916 4.09 0 0
9 IFB Automotive Pvt.Ltd 3602900 38.46 0 3602900 38.46 0 0
Total 6088680 65.00 0 6088680 65.00 0 0

(iii) Change in Promoters Shareholding

Sl No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
At the beginning of the year 6088680 65.00 - -
Date wise Increase / Decrease in NIL NIL - -
Promoters Share holding during the year specifying the reasons for increase / decrease
(e.g. allotment /transfer / bonus / sweat equity etc)
At the end of the year - - 6088680 65.00

(iv) Shareholding Pattern of Top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sl. No. For each of the Top ten Shareholders

Shareholding at the beginning of the year (01.04.2019)

Cumulative Shareholding at the end of the year

Date Reason

No of Shares Company

% of total shares of the

No of Shares Company % of total shares of the
1 SICGIL INDIA LIMITED
a) At the beginning of the year 01.04.2019

674400

7.20

674400 7.20
b) Changes during the year

NIL

c) At the end of the year 31.03.2020 674400 7.20
2 F L DADABHOY
a) At the beginning of the year 01.04.2019

246000

2.63

246000 2.63
b) Changes during the year

NIL

c) At the end of the year 31.03.2020 246000 2.63
3 P F DADABHOY
a) At the beginning of the year 01.04.2019

174000

1.86

174000 1.86
b) Changes during the year

NIL

c) At the end of the year 31.03.2020 174000 1.86
4 N F DADABHOY
a) At the beginning of the year 01.04.2019

150900

1.61

150900 1.61
b) Changes during the year

NIL

c) At the end of the year 31.03.2020 150900 1.61
5 DOLLY KHANNA
a) At the beginning of the year 01.04.2019

121902

1.30

121902 1.30
b) Changes during the year
12.04.2019 Sale

2500

0.03

119402 1.27
26.04.2019 Sale

1000

0.01

118402 1.26
10.05.2019 Sale

1000

0.01

117402 1.25
17.05.2019 Sale

3000

0.03

114402 1.22
24.05.2019 Sale

1459

0.02

112943 1.21
14.06.2019 Sale

1000

0.01

111943 1.20
21.06.2019 Sale

5703

0.06

106240 1.13
28.06.2019 Sale

2000

0.02

104240 1.11
05.07.2019 Sale

1000

0.01

103240 1.10
26.07.2019 Sale

1000

0.01

102240 1.09
02.08.2019 Sale

1000

0.01

101240 1.08
16.08.2019 Sale

1000

0.01

100240 1.07
23.08.2019 Sale

3346

0.04

96894 1.03
30.08.2019 Sale

2579

0.03

94315 1.01
06.09.2019 Sale

1000

0.01

93315 1.00
20.09.2019 Sale

1000

0.01

92315 0.99
30.09.2019 Sale

1000

0.01

91315 0.97
04.10.2019 Sale

3000

0.03

88315 0.94
11.10.2019

Sale

3418 0.04

84897

0.91
18.10.2019

Sale

1266 0.01

83631

0.89
27.12.2019

Sale

1324 0.01

82307

0.88\
10.01.2020

Sale

1000 0.01

81307

0.87
17.01.2020

Sale

1000 0.01

80307

0.86
31.01.2020

Sale

10000 0.11

70307

0.75
07.02.2020

Sale

5096 0.05

65211

0.70
14.02.2020

Sale

5296 0.06

59915

0.64
21.02.2020

Sale

23349 0.25

36566

0.39
28.02.2020

Sale

12000 0.13

24566

0.26
06.03.2020

Sale

3563 0.04

21003

0.22
13.03.2020

Sale

5000 0.05

16003

0.17
31.03.2020

Sale

2552 0.03

13451

0.14
c) At the end of the year 31.03.2020

13451

0.14
6 R F DADABHOY
a) At the beginning of the year 01.04.2019 129000 1.38

129000

1.38
b) Changes during the year NIL
c) At the end of the year 31.03.2020

129000

1.38
7 SHIRIN WATWANI
a) At the beginning of the year 01.04.2019 102300 1.09

102300

1.09
b) Changes during the year NIL
c) At the end of the year 31.03.2020

102300

1.09
8ABN-AMRO BANK N V CALCUTTA BRANCH A/C
TRANSCOM INTERNATIONAL INC.
a) At the beginning of the year 01.04.2019 72500 0.77

72500

0.77
b) Changes during the year NIL
c) At the end of the year 31.03.2020

72500

0.77
9 T T RAGHUNATHAN
a) At the beginning of the year 01.04.2019 41456 0.44

41456

0.44
b) Changes during the year NIL
c) At the end of the year 31.03.2020

41456

0.44
10. YOGESH SHASHIKUMAR SAVADEKAR
a) At the beginning of the year 01.04.2019 31000 0.33

31000

0.33
b) Changes during the year NIL
c) At the end of the year 31.03.2020

31000

0.33

(v) Shareholding of Directors and Key Managerial Personnel

Name Of Director/KMP Date

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No.of Shares % of total shares of the Company No.of Shares % of total shares of the Company
Bijon Nag, Chairman
At the beginning of the year 01.04.2019 237509 2.5356 237509 2.5356
Changes during the year NIL - - - -
At the end of the year 31.03.2020 - - 237509 2.5356
Bikram Nag, Joint Executive Chairman
At the beginning of the year 01.04.2019 1000 0.01 1000 0.01
Changes during the year NIL - - - -
At the end of the year 31.03.2020 - - 1000 0.01
Rahul Choudhury, Chief Financial Officer
At the beginning of the year 01.04.2019 510 0.001 510 0.001
Changes during the year NIL - - - -
At the end of the year 31.03.2020 - - 510 0.001

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 19,96,99,706 - - 19,96,99,706
ii) Interest due but not paid - - -
iii) Interest accrued but not due 11,75,586 - - 11,75,586
Total (i+ii+iii) 20,08,75,292 - - 20,08,75,292
Change in Indebtedness during the financial year
Addition
Reduction 20,08,75,292 - - 20,08,75,292
Net Change 20,08,75,292 - - 20,08,75,292
Indebtedness at the end of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Directors and Whole time Director :

Name of MD/WTD

Sl . No. Particulars of Remuneration Bikram Nag, Joint Executive Chairman Arup Kumar Banerjee, Vice Chairman and Managing Director Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 73,80,031.00 1,95,09,215.00 2,68,89,246.00
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income- tax
Act, 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission payable
- as % of profit 40,00,000.00 - 40,00,000.00
- Others, specify… - - -
5 Others, please specify - - -
Total (A) 1,13,80,031.00 1,95,09,215.00# 3,08,89,246.00
Ceiling as per the Act* 1,69,06,112.00 1,69,06,112.00 3,38,12,224.00

*being 10% of the Net profits of the Company as calculated under Section 198 of the Companies Act, 2013

# Payment of Rs 26, 03,103 has been in excess of the ceiling limits being 5% of the Net Profits of the Company as calculated under section 198 of the Companies Act, 2013.

B. Remuneration to other Directors:

Name of Directors

Particulars of Remuneration Mr. Bijon Nag Mr. Amitabha Kumar Nag Mr. Sudip Kumar Mukherji Mr. Hari Ram Agarwal Mr. Manoj Kumar Vijay Dr. Runu Chakraborty Total Amount
Independent Directors
Fee for attending Board/
Committee meetings - - 1,39,000 1,55,000 1,03,000 75,000 4,72,000
Commission - - - - - - -
Others, please specify - - - - - - -
Total (1) - - 1,39,000 1,55,000 1,03,000 75,000 4,72,000
Other Non-Executive
Directors
Fee for attending Board /
Committee meetings 30,000 1,38,000 - - - - 1,68,000
Commission - - - - - - -
Others, please specify - - - - - - -
Total (2) 30,000 1,38,000 - - - - 1,68,000
Total (B)= (1+2) 30,000 1,38,000 1,39,000 1,55,000 1,03,000 75,000 6,40,000
Total Managerial
Remuneration (A) + (B) 3,15,29,246
Overall Ceiling as per the Act * 3,71,93,447

*being 11% of the Net profits of the Company as calculated under Section 198 of the Companies Act, 2013

# Mr. Nandan Bhattacharya, Independent Director passed away on 9th June, 2019, however he did not attend any meeting in the Financial Year 2019-20 and he did not receive any Sitting Fees during the year 2019-20.

C. Remuneration to Key Managerial Personnel other than MD/WTD

Sl. No. Particulars of Remuneration

Key Managerial Personnel

Chief Financial Officer Mr. Rahul Choudhury Company Secretary Mr Ritesh Agarwal Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 69,57,708 44,81,401 1,14,39,109
(b) Value of perquisites u/s 17(2) NIL NIL NIL
Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax NIL NIL NIL
Act, 1961
2 Stock Option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission NIL NIL NIL
- as % of profit NIL NIL NIL
others, specify… NIL NIL NIL
5 Others, please specify NIL NIL NIL
Total 69,57,708 44,81,401 1,14,39,109

VII) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: There is no penalty, punishment or compounding of offences during the year ended 31 March, 2020.

Registered Office: Plot No. IND-5, Sector - 1 East Calcutta Township Kolkata - 700 107

CIN: L01409WB1982PLC034590

E-mail: complianceifbagro@ifbglobal.com Website : www.ifbagro.in Date : 10th July, 2020

On behalf of the Board
Bikram Nag Arup Kumar Banerjee
Joint Executive Chairman

Vice Chairman and

(DIN: 00827155)

Managing Director

(DIN: 00336225)

Annexure II to Directors Report

(i) The ratio of the remuneration of each Director to the median remuneration to the employee of the Company for the financial year 2019-20

Directors Name Ratio to median remuneration
Mr. Arup Kumar Banerjee, 30.26
Vice Chairman and Managing Director
Mr. Bikram Nag, 17.65
Joint Executive Chairman

* Non-Executive Directors are paid sitting fees only. Hence, not considered for ratio to median remuneration.

(ii) The Percentage increase in remuneration of each Director, Chief Financial Officer (CFO), Company Secretary (CS) in the financial year 2019-20.

Directors/CFO/CS % increase / (decrease) in remuneration in the Financial Year
Mr. Arup Kumar Banerjee, 1.54%#
Vice Chairman and Managing Director
Mr. Bikram Nag, (1.09)%#
Joint Executive Chairman
Mr. Rahul Choudhary, 10.00%
Chief Financial Officer
Mr. Ritesh Agarwal, 15.00%
Company Secretary

# The remuneration of Executive Directors includes the variable components such as commission on Net profits of the Company.

(iii) Percentage increase in the median remuneration of employees in the financial year 2019-20: 12.73%

(iv) Number of permanent employees on the rolls of the Company as on 31.03.2020 : 418

(v) Average percentile increase in salaries of Employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase for the year 2019-20 was around 12.73%

The average increase in staff salary for the year 2019-20 was 14.02%.

The average increase in Managerial Remuneration for the year 2019-20 was 12.23%

(vi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess the highest paid Director during the year: None

(vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.

(viii) The statement containing the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided on the website at www.ifbagro.in.

Registered Office: Plot No. IND-5, Sector - 1 East Calcutta Township Kolkata - 700 107

CIN: L01409WB1982PLC034590

E-mail: complianceifbagro@ifbglobal.com Website : www.ifbagro.in Date : 10th July, 2020

On behalf of the Board
Bikram Nag Arup Kumar Banerjee
Joint Executive Chairman

Vice Chairman and

(DIN: 00827155)

Managing Director

(DIN: 00336225)

Annexure III to Directors Report

Statement pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

[A] CONSERVATION OF ENERGY

a) Energy conservation measures taken:

1. Continued operation of Distilleries on Eco Smart multi pressure distillation technology with integrated evaporation plant. This energy efficient technology has helped in reducing of steam consumption.

2. Very High gravity fermentation process (VHG) is continued as standard operating procedure which helped to reduce the consumption of steam and water.

3. Distilleries were operated mostly on cogenerated power (95.4%). This year captive power generation improved by 9.40% compared to last year due to increase in dryer capacity utilization.

4. Jet cooking process was modified to use low pressure exhaust steam in liquefaction process, which helped to reduce heat energy consumption and resulting in reduction in fuel consumption.

5. Total steam condensate recycling (100% recycling) from DDGS and new distillation unit has substantially reduced fuel and energy consumption.

6. Overall power factor achieved > 98% for the distillery operation, with the help of using modern gadgets. b) Steps taken for utilizing alternate sources of energy

1. Use of steam condensate for de-superheating of process steam, leading to saving of steam and water.

2. Use of Biogas in canteen produced from waste water.

3. Use of rice husk along with saw dust, straw and groundnut shell dust in boiler as alternative source of energy. The capital investment on energy conservation equipment is not significant.

[B] TECHNOLOGY ABSORPTION

a) Efforts made towards technology absorption

1. Adoption and use of high temperature tolerant yeast strain to support high gravity fermentation which helped to reduce energy consumption for fermentation cooling.

2. Installation of sand separator in milling section to avoid sand related erosion in process machinery.

3. Installation of rotating steam tube bundled dryer with PLC controls for making DDGS with flexible product quality options.

4. Vapour integration from DDGS dryer to thin slop evaporation for steam and fuel saving.

5. Introduction of water cooled screw type brine chiller with refrigerant R134A, which is environment friendly, and does not lead to GHG (greenhouse gas) emission.

6. Incorporation state of art high precision imported mass flow meters for fully automatic spirit handling process at distillery which is first of its kind in the country.

7. Continuation of CPCB approved online monitoring instruments (system) for water and stack monitoring.

8. Recycling of ash back to fuel stream inside boiler furnace to reduce LOI (loss on ignition) of fuel.

9. Boiler blow down water recycling after due heat recovery.

10. In house enzyme production to support liquefaction of starch from grain.

b) Benefits derived:

1. Improvement in fermentation efficiencies and overall yield.

2. Improved quality, productivity and yield in grain distillery operation.

3. Minimizing spirit handling loss at distillery using precision mass flow meters.

4. Lowering of steam and water consumption through Eco Smart distillation technology and integration of vapour from DDGS dryer for thin slop evaporation very high gravity fermentation technique, multi-effect evaporation plant operation and utilization of reverse osmosis plant to clean treated condensate and effluent water.

5. Ground Water conservation.

6. Improvement in fuel burning efficiencies in Boiler.

7. Reduction in chemical cost for spirit processing.

8. New initiatives on boiler blow down water management has led to savings of Raw water consumption by 5% and 1% on fuel consumption.

c) Technology Imported:

1. Coriolis principle based precision mass flow meters were bought and the technology with SCADA controls was fully absorbed. This technology is adopted for the first time in distillery industry in India.

2. Tie-up with IIT Kharagpur for in house enzyme production to support spirit manufacturing process.

d) Research & Development:

1. In house R&D has successfully developed and all-purpose floor/surface cleaner utilizing distillery byproducts.

2. Successfully completed feeding trial at National Dairy Research Institute, Kalyani, to utilize Condensed Distillery Soluble (CDS) and Distillers Dried Grains Soluble (DDGS) as an active ingredient for cattle feed.

3. Project on DDGS digestibility in poultry feed is sponsored with University of Animal Science.

4. Value added product based on DDGS and other useful ingredients are being developed with the help of WBUAH&S (West Bengal University of Animal Husbandry and Fisheries Science).

5. Expenditure on R&D:

5.1 Capital : NIL
5.2 Recurring : Rs 29.66 lakhs.
5.3 Total : Rs 29.66 lakhs.

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO

( in Lakhs)
Particulars 31.03.2020 31.03.2019
a) Foreign Exchange Earnings (FOB value) 19756.75 17635.90
b) CIF Value of Capital Imports 41.91 215.34
c) Expenditure in Foreign Currency 780.16 564.09

Registered Office: Plot No. IND-5, Sector - 1 East Calcutta Township Kolkata - 700 107

CIN: L01409WB1982PLC034590

E-mail: complianceifbagro@ifbglobal.com Website : www.ifbagro.in Date : 10th July, 2020

On behalf of the Board
Bikram Nag Arup Kumar Banerjee
Joint Executive Chairman

Vice Chairman and

(DIN: 00827155)

Managing Director

(DIN: 00336225)

#MDEnd#