To the Members,
The Directors have pleasure in presenting before you the 40th Annual Report of the
Company together with the Audited Financial Statements for the financial year ended 31st
March, 2022.
Financial Results & Performance Review
The financial results for the year and for the previous year are summarized below:
|
|
(Rs in Lakhs) |
|
Standalone |
Consolidated |
| Particulars |
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
31.3.2022 |
31.3.2021 |
31.3.2022 |
31.3.2021 |
| Revenue from Operations (Gross) |
2,27,725 |
1,69,345 |
2,27,861 |
1,70,126 |
| Less: Excise Duty |
1,26,716 |
99,973 |
1,26,716 |
99,973 |
| Revenue from Operations (Net) |
1,01,009 |
69,372 |
1,01,145 |
70,153 |
| Other Income |
1,536 |
1,631 |
1,576 |
1,686 |
| Total Revenue |
1,02,545 |
71,003 |
1,02,721 |
71,839 |
| Profits prior to finance charges and depreciation (EBIDTA) |
9,256 |
7,270 |
9,087 |
7,220 |
| Less: Finance Charges |
55 |
7 |
66 |
17 |
| Depreciation & Amortisation |
1,696 |
1,482 |
1,698 |
1,484 |
| Profit Before Tax & Exceptional Items |
7,505 |
5,781 |
7,323 |
5,719 |
| Less: Exceptional Items |
702 |
- |
- |
- |
| Profit Before Tax |
6,803 |
5,781 |
7,323 |
5,719 |
| Less: Tax Expenses |
1,469 |
1,081 |
1,469 |
1,081 |
| Profit After Tax |
5,334 |
4,700 |
5,854 |
4,638 |
| Other Comprehensive Income |
(160) |
1,659 |
(167) |
1,665 |
| Total Comprehensive Income |
5,174 |
6,359 |
5,687 |
6,303 |
Consolidated figures include standalone figures and figures of IFB Agro Marine FZE, the
wholly owned Subsidiary.
Standalone
During the year under review your Company has recorded net operational revenue of Rs
101,009 lakhs (as against Rs69,372 lakhs in 2020-21) recording an increase of 46% as
compared to previous year.
Operational profit (EBITDA) increased to Rs 9,256 lakhs in 2021-22 (as against Rs 7,270
lakhs in 2020-21), an increase of 27% as compared to the previous year.
Your Company has earned a profit before tax of Rs 6,803 lakhs (as against Rs5,781 lakhs
in 2020-21) and net profit of Rs 5,334 lakhs (as against Rs 4,700 lakhs in 2020-21).
Consolidated
Net Revenue from Operations on consolidated basis increased from Rs 70,153 lakhs to Rs
101,145 lakhs an increase of 44%. Profit before depreciation, finance cost and tax on
consolidated basis as compared to last year grew by 26 % to Rs 9,087 lakhs.
During the year under review, India Ratings and Research (IND-Ra) has maintained your
Companys Long Term issuer rating to INDA+.
Your Company operates in two segments: (1) Spirit, Spirituous Beverages and allied
products and (2) Marine Products.
Spirit, Spirituous Beverages and alliedproducts:
Financial year 2021 -22 was a globally challenging year due to COVID-19 pandemic.
The Companys capacity expansion plan for the distillery from 110 KL per day to 170 KL
per day was completed during the year. The project completion got delayed by seven months
as there were delay in supply of labour, equipment etc. due to pandemic. The plant is now
operating at its full capacity of 170 KL per day.
Indian Made Indian Liquor (IMIL) business witnessed a decline in volume in the industry
by 14.5% during the year as the MRP of the IMIL products have gone up.
The business continues to face issues as reported earlier and stiff competition due to
excess capacity created by the new bottling plants in West Bengal.
Marine Products:
Marine exports registered a revenue growth of 144% during the year due to better demand
in export market as hotels, restaurants in the exporting countries have started opening.
The margins were impacted due to higher freight cost and reduction in export incentive by
the Central Government with retrospective effect. Company will focus to improve margins by
strengthening its marketing by adding new supply destinations, reducing overhead and by
increasing overall efficiency.
Marine aqua feed business revenue grew by 75% during the year. The company continues
with its restrictive credit policy adopted. The Company launched its own branded Fish
& Prawn feed in the name of "Nutrisigma" and "Nutrafeed". The
company is focusing on direct sales to farmers through its retail aqua shop chain
"Aquashop".
Marine domestic food business was impacted as demand from hotels and restaurant
declined significantly. Company is focusing more on online and e-commerce sale to maintain
its revenue and margins. The Company continues to invest in this business in terms of
product innovation, marketing and infrastructure.
Your Company incorporated a Wholly Owned Subsidiary (WOS) 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 fifth year of
operation for the WOS. Efforts are being made to strengthen the trading operation in
international market. The WOS reported a loss of Rs 187 lakhs during the year. During the
year, based on its assessment of business performance of the subsidiary, Rs 702 lakhs
being the entire value of investment, has been provided for diminution in its value of
investments in the subsidiary.
OUTLOOK, OPPORTUNITIES, THREATSAND CONCERNS
The current financial year will be a year of challenges for both the domestic and
export business. Increase in the input prices, higher freight cost is likely to impact the
margin. Margin in Distillery is also likely to be impacted due to increase in the prices
of non-edible grain and fuel cost.
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 focus of the company
shall be to make direct sales to farmers from its aqua shops under cash and carry model.
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 2022-23, 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. The Board of Directors at its meeting dated 9s1 August, 2021 has
constituted a Risk Management Committee pursuant to the requirement of Regulation 21 of
SEBI (Listing Obligation & Disclosure Requirement), Regulations, 2015.
Appropriate structures are in place to proactively monitor andmanage the inherentrisks
in business.
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 RELATEAND THE DATE OF THE REPORT
There has been no material changes and commitments that have occurred after the closure
of the year till the date of this Report, which affect the financial position of the
Company.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
During the year under review, there is no change in the nature of the business
operations 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. Kindly refer Note 42 of the attached financial
report of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators/ Courts/
Tribunals which would impact the going concerns status ofthe Company and its future
operations.
DIVIDEND
In order to conserve resources for 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
During the year ended 31st March, 2022, eight meetings ofthe Board were held. For
details of meetings ofthe Board, please refer to the Report on Corporate Governance, which
forms part of this report.
ANNUALRETURN
Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(ca) of
the Act read with Companies (Management & Administration) Amendment Rules, 2020 the
Annual Return for the financial year 2021-2022 is available at the Companys Official
website at the weblink: https://www.ifbagro.in.
DIRECTORS
Mr. Arup Kumar Banerjee (DIN: 00336225), Vice Chairman and Managing Director was
re-appointed for a period of 3 (years) with effect from 30 July 2020 by the shareholders
at the Thirty Eighth Annual General Meeting of the Company held on 4 September 2020.
However, Mr. Banerjee tendered his resignation from the post of Managing Director vide
letter dated 29th October, 2021. The Board took on record its deep sense of appreciation
for the services rendered by Mr. Arup Kumar Banerjee as Managing Director of the Company.
The Board of Directors based on the recommendation of the Nomination & Remuneration
Committee appointed/redesignated Mr. Arup Kumar Banerjee as the Executive Vice Chairman of
the Company w.e.f Is* November, 2021 on the existing terms and conditions as were approved
by the members of the Company at the 38th Annual General Meeting of the Company held on
4th September, 2020 till the remaining tenure subject to approval of the shareholders in
the forthcoming Annual General Meeting. Details with regard to his appointment has been
annexed in compliance with Regulation 36(3) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 read with the Secretarial Standard on General
Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) to the
Notice convening the ensuingAGM.
The Board of Directors based on the recommendation of the Nomination & Remuneration
Committee appointed Mr. Amitabha Mukhopadhyay, (DIN:01806781), as Managing Director
(Additional) and designated him as Managing Director & CEO for a period of 3(Three)
years w.e.f Is* November, 2021 subject to approval of the shareholders in the forthcoming
Annual General Meeting.
Mr. Mukhopadhyay has provided all the necessary disclosures as per Companies Act, 2013
& SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is
liable to retire by rotation. Mr. Mukhopadhyay fulfils the conditions specified in the Act
and the Rules thereunder and is not debarred to hold the office of Executive Director
pursuant to any order of SEBI or any other authority Details with regard to his
appointment has been annexed in compliance with Regulation 36(3) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 read with the Secretarial
Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India (ICSI) to the Notice convening the ensuingAGM.
Mr. Malay Kumar Mohindrachandra Das, (DIN : 00408084) was appointed as a Non-Executive
Independent Director (Additional) on the Board of Directors of the company by Resolution
by Circulation dated 3 0th December, 2021 pursuant to the recommendation of the Nomination
& Remuneration Committee, for a term of five (5) consecutive years subj ect to
approval of the shareholders at the ensuing AGM. Mr. Das, Independent Director of your
Company has submitted to the Board of Directors of your company that he meets the criteria
of Independence as laid down in Section 149(6) ofthe Companies Act, 2013 read with
Regulations 16(l)(b) and 25(8) of the Listing Regulations and there is no change in his
status of Independence and have also confirmed that he is not aware of any circumstance or
situation which exists or may be reasonably anticipated that could impair or impact his
ability to discharge duties. Mr. Das fulfils the conditions specified in the Act and the
Rules thereunder and is not debarred to hold the office of Non-Executive Director pursuant
to any order of SEBI or any other authority. Details with regard to his appointment has
been annexed in compliance with Regulation 36(3) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 read with the Secretarial Standard on General
Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) to the
Notice convening the ensuingAGM.
Mr. Amitabha Kumar Nag, (DIN: 00117546), Non-Executive Non-Independent Director retires
by rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment Details with regard to his appointment has been annexed in compliance with
Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 read with the Secretarial Standard on General Meetings (SS-2) issued by
the Institute of Company Secretaries of India (ICSI) to the Notice convening the
ensuingAGM.
Appropriate resolutions seeking the appointment/reappointment of directors and
requisite details as per Section 102 of the Companies Act, 2013 is appearing in the Notice
convening the ensuingAnnual General Meeting ofthe Company.
KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Amitabha Mukhopadhyay, (DIN: 01806781) has been
appointed as the Managing Director and CEO for a period of 3 (Three) years w.e.f Is*
November, 2021 and Mr. Arup Kumar Banerjee has been redesignated and appointed as the
Executive Vice Chairman ofthe Company w.e.f Is* November, 2021 till 29s1 July, 2023 on
terms and conditions as were approved by the members ofthe Company at the 38thAnnual
General Meeting ofthe Company held on 4th September, 2020. Necessary details relating to
their appointment has been mentioned in the Directors section of this Report.
Save and except the above there has been no change in the position of KMP u/s 203 ofthe
Companies Act, 2013.
DECLARATION BYINDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(l)(b) and Regulation 25 of the Listing Regulations. The declarations were noted by the
Board at its meeting held on 30th May, 2022. There has been no change in the circumstances
affecting their status as independent directors ofthe Company. Necessary confirmations
were also taken from the afore-mentioned Independent Directors in compliance with Rule 6
ofthe Companies (Appointment and Qualification of Directors) Rules, 2014 as amended
thereto.
ANNUAL EVALUATION OF BOARDS PERFORMANCE
The Company has devised a formal process for annual evaluation of performance of the
Board, its Committees and Individual Directors ("Performance Evaluation") which
include criteria for performance evaluation of non-executive directors and executive
directors as laid down by the Nomination and Remuneration Committee and the Board of
Directors ofthe Company.
The evaluation of the Board, its Chairman, individual Directors and Committees of the
Board was undertaken in compliance with the provisions of Section 134(3)(p) and Schedule
IV of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015.
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 31s* March, 2022, to review the performance of the NonIndependent
Directors, Chairman and the Board as a whole.
In the Board meeting held dated 31s* March, 2022, 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.
FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
To familiarize the Independent Directors with the strategy, operations and functions of
our company, the executive directors/ senior managerial employees make presentation to the
Independent Directors about the companys strategy, operations, product and service
offerings, markets, finance, quality etc. Independent Directors are also visiting
factories and branch offices to familarise themselves with the operations ofthe company
and to offer their specialized knowledge for improvement ofthe performance ofthe company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) ofthe 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 ofthe state of affairs ofthe Company as at 31.03.2022 and ofthe 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 thisAct 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
ANomination 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. As part of the policy, the Company
strives to ensure that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors / KMPs ofthe quality required to run
the company successfully.
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 OFTHE 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 ofthe Company and
Directors is given in Annexure I which forms part of this Report. The statement containing
particulars of employees employed throughout the year and in receipt of remuneration of
Rs. 1.02 crore or more per annum and employees employed for part of the year and in
receipt of
remuneration of Rs. 8.5 lacs or more per month, as required under Section 197(12) of
the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forming part of this report and is available on the
website ofthe Company, atwww.ifbagro.com.
In terms of Section 136 ofthe Act, the saidAnnexure is open for inspection and any
member interested in obtaining a copy ofthe same may write to the Company to e-mail id:
complianceifbagro@ifbglobal.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Board of Directors of the Company based on the recommendation of the Audit
Committee, in its meeting held on 17th January 2022, has approved an investment of up to
INR 40 crore (Rupees Forty Crore Only) in Equity Shares and/or Compulsorily Convertible
Preference Shares (CCPS) of IFB Refrigeration Limited in one or more tranches for
aminority stake.
The Company had also remitted Rs. 213 lakhs (equivalent to USD 292,000) on 3rd June,
2021, as contribution towards equity capital in its wholly owned subsidiary, IFBAgro
Marine FZE.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
As required under Section 134(3) (m) ofthe Companies Act, 2013, read with Rule 8(3)
ofthe Companies Accounts Rules, 2014, the information relating to Conservation of Energy,
Technology Absorption and Foreign Exchange earnings & outgo is given in Annexure II
which forms a part of 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 for the
overall development of its people. Total number of employees in the Company stood at 432
as on 31 st March 2022.
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 Internal Complaints Committee. The
Company has complied with the provisions relating to the Constitution of the Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. 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.
INSOLVENCYAND BANKRUPTCY CODE
The Company has neither made any application nor any application is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the
details of application made or any proceeding pending under Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end ofthe
Financial year is not applicable.
VALUATION
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial institutions along with the reasons thereof is not applicable.
WEBSITE OF THE COMPANY
The Company maintains a website www. ifbagro. in where detailed information ofthe
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 ofthisAnnual Report. The Board has accepted the
recommendations oftheAudit Committee.
VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) ofthe Companies Act, 2013
read with Regulation 22 of SEBI (LODR), a Vigil Mechanism for Directors and employees to
report genuine concerns have been established. During the year under review, none of the
Directors / employees / business associates/ vendors was denied access to the Chairman
of the Audit Committee. 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 FINANCIAL 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.
Your Company has in place adequate internal financial controls with reference to the
Financial Statements. Such controls have been tested during the year and no reportable
material weaknesses in design or operation was observed. The Internal Financial Control
systems and procedures and their effectiveness are reviewed and monitored on a regular
basis.
LISTING WITH STOCK EXCHANGES
The Equity shares of the Company is listed with the BSE Limited and National Stock
Exchange of India Limited and the Company has paid the Annual listing fee for the year
2022-23 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2022-23
has been paid by the Company to NSDL and CDSL.
DEMATERIALISATION OF SHARES:
95.60% of the Companys paid up Equity Share Capital is in dematerialized form as on 31
March 2022 and balance 4.40% 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.
The paid-up share capital of the Company as at 31 March 2022 remained unchanged and it
stood at Rs. 9,36,71,110. During the year under review the Company has not issued shares
with differential voting rights nor has granted any stock options or sweat equity.
C ORPORATE 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 III 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. ifbapro. in.
In accordance with Section 135 of the Act, as amended read with Notification issued by
the Ministry of Corporate Affairs (‘MCA) dated 22nd January 2021 and the rules made
thereunder, the Company has formulated a Corporate Social Responsibility Policy, which has
also been uploaded in the Companys website.
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 and safe
drinking water, (d) Rural Development & Livelihood were undertaken in line with the
CSR policy. The Company made an expenditure on CSR for an amount of Rs. 94.50 lakhs
against the stipulated amount of Rs. 84.68 lakhs.
SECRETARIALAUDITOR
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 31s* January,
2022, appointed Mr. S. K. Patnaik, partner of M/s Patnaik & Patnaik, Practising
Company Secretary (Certificate of Practice No. 7117) as the Secretarial Auditor of the
Company.
The Secretarial Auditors Report for the financial year ending 31st March 2022 is given
inAnnexure IV, which forms part of this report.
Your Board has the pleasure in confirming that no qualification, reservation, adverse
remark or disclaimer has been made by the Company Secretary in Practice in his Report
issued to the members of the Company.
BUSINESS RESPONSIBILITYREPORT
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 2021-2022 is given in Annexure V which
forms part of this Report.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of IFB Agro Industries Limited at its meeting held on August 9,
2021 has adopted the Dividend Distribution Policy (the "Policy") pursuant to the
requirements of Regulation 43Aofthe SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") and the same is available at the
Companys website i.e., www.ifbagro.in.
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 20th 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.
RELATED PARTYTRANSACTIONS
All contracts/ arrangements/ transactions entered by the company during the financial
year with related parties were in ordinary course of business and on an arms length
basis. During the year, the company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the company on materiality of related party transaction on which is required to
be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the
Act. The Related Party Policy has been suitably amended to incorporate the regulatory
amendments in the SEBI Regulations. All related party transactions
areplacedbeforetheAuditcommittee for their approval.
There were no materially significant related party transactions which could have
potential conflict with interest of the Company at large. Your directors draw attention of
members to note 34 to the Standalone Financial Statements which set out related party
disclosures pursuant to the requirements ofIND-AS 24. As required under the Companies Act,
the prescribed form AOC-2 is annexed as Annexure VII to this Report.
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/Policv on Related
Party Transactions.pdf
CORPORATE GOVERNANCE
Your Company attaches considerable significance to good Corporate Governance as an
important step towards building investor confidence, improving investors protection
andmaximizing long-term stakeholders value. The certificate oftheAuditors, 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 which along with the report of Corporate Governance is
annexed as Annexure VIII and forms part ofthis Report.
STATUTORYAUDITORSANDAUDIT REPORT
At the 37th Annual General Meeting held on 26th 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 37th Annual General Meeting to the conclusion of 42?d 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 ensuingAGM and anote in respect
of same has been included in the Notice for thisAGM.
During the year under review, the Auditors have not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)
(ca) oftheAct.
TheAuditors Report does not contain any qualifications, reservation or adverse remark
or disclaimer.
COSTRECORDS
Your Company is not required to maintain Cost Records as specified by the Central
Government u/s 148 (1) of the Companies Act, 2013.
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.
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.
|
On behalf of the Board |
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| Registered Office: |
Bikramjit Nag |
Amitabha Mukhopadhyay |
| Plot No. IND-5, Sector - 1 |
Joint Executive Chairman |
Managing Director |
| East Calcutta Township |
(DIN:00827155) |
(DIN:01806781) |
| Kolkata - 700 107 |
|
|
| CIN: L01409WB1982PLC034590 |
|
|
| E-mail: complianceifbagro@ifbglobal.com |
|
|
| Website : www.ifbagro.in |
|
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| Date :30 May 2022 |
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+91-9892691696
