IFB Industries Ltd Directors Report.

To the Members,

The Directors have pleasure in presenting before you the forty fi h Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31 March 2021.

FINANCIAL RESULTS

The performance during the period ended 31 March 2021 has been as under:

Rs. in lacs

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Total revenue 273,566 256,418 282,316 264,947
Profit before depreciation/amortisation, finance costs and tax 22,800 13,170 23,224 13,331
Less : Finance costs 2,935 1,450 3,091 1,609
Less : Depreciation and amortization 9,911 8,898 10,242 9,195
Profit before Tax and exceptional item 9,954 2,822 9,891 2,527
Add : Exceptional Items 148 148
Profit before Tax 9,954 2,970 9,891 2,675
Less : Current tax 3,738 172 3,763 178
Less : Deferred tax (net) 42 (1) (283) ( 80)
Profit a er tax 6,174 2,799 6,411 2,577
Other comprehensive income
Items that will not to be classified to profit or loss –
- Re measurements of defined benefit plan (72) (656) (68) (6)
- Income tax relating to items that will not be reclassified to profit or loss 25 25 (656)
Items that will reclassified to profit or loss –
- Exchange differences in translating the financial statements of foreign operations (14) 181
- Income tax relating to items that will be reclassified to profit or loss
Other comprehensive income ( 47) ( 656) (57) (481)
Total comprehensive income for the year 6,127 2,143 6,354 2,096
- Owners of the parents NA NA 6,266 2,263
- Non-controlling interests NA NA 88 (167)

The consolidated figure includes standalone figure and figure of Trishan Metals Private Limited, a wholly owned subsidiary company, Global Appliances & Automotive Limited (GAAL), a wholly owned subsidiary company and step down subsidiary company, Thai Automotive and Appliances Pte. Ltd. (TAAL).

OPERATIONS - Standalone

Your company completed year 2020-21 on a marginal growth on revenue terms and achieved rise in profit before tax by more than three times of the last year. The company achieved above success despite a bleak performance in 1st quarter due to shut down on account of COVID-19. Net revenue from operations grew by 6.5 % to Rs 271,652 lacs. The profit before depreciation, finance cost and tax as compared to last year increased by 73.1% to Rs 22,800 lacs. The increase in margin is largely on account of favourable product mix, price hike, reduction in material cost, scheme cost and overheads etc.

OPERATIONS - Consolidated

Net revenue from operations on consolidated basis increased by 6.2% to Rs. 280,080 lacs. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year increased by 74.2% to Rs. 23,224 lacs as compared to the last year.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review to conserve resources for working capital, capital expenditure projects, acquisition etc.

TRANSFER TO RESERVE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Listing Obligations and Disclosure Requirements Regulations (LODR Regulations), 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

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.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has always taken adequate steps to adhere to all the stipulations laid down in LODR Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Deloi e Haskins & Sells, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Listing Obligations & Disclosure Requirements, Regulations, 2015 (LODR) is included as a part of this report.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fee for the year 2021-22 to NSE, BSE & CSE where the Companys Shares are listed. The company applied for delisting from CSE which is pending before them.

DEMATERIALISATION OF SHARES

98.23% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2021 and balance 1.77% is in physical form. The Companys Registrars is M/s C.B. Management Services Pvt. Ltd., having their registered officeat P-22, Bondel Road, Kolkata - 700 019. The entire shareholding of the promoters’ and promoters’ group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met six times during the financial year from 01 April 2020 to 31 March 2021. The dates on which the meetings were held are as follows :

6th July 2020, 6th August 2020, 30th October 2020, 30th December 2020, 28th January 2021 and 29th March 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. B on Nag , Chairman of the Company was re-appointed for a further period of two years w.e.f 1st June, 2020 and the same was approved by the shareholders at the 44th AGM of the Company held on 4th September, 2020.

Mr. Bikramjit Nag, Joint Executive Chairman and Managing Director of the Company was re-appointed for a further period of three years w.e.f 1st November, 2019 and the same was approved by the shareholders at the 44th AGM of the Company held on 4th September, 2020.

Mr. Prabir Cha erjee, Director & CFO of the Company was re-appointed for a further period of two years w.e.f 1st April, 2020 and the same was approved by the shareholders at the 44th AGM of the Company held on 4th September, 2020.

Mr. Chacko Joseph was appointed to the Board as an Independent Director w.e.f 2nd November, 2019 for a term of three years and the same was approved by the shareholders at the 44th AGM of the Company held on 4th September, 2020.

Ms. Sangeeta Shankaran Sumesh, an Independent Director of the Company was re-appointed for second term of five consecutive years with effect from 30th January 2020 and the same was approved by the shareholders at the 44th AGM of the Company held on 4th September, 2020.

Mr. Prabir Cha erjee retires by rotation and being eligible offers himself for reappointment.

The three years term as an Independent Director of Mr. Ashok Bhandari has expired on 29th January 2021. Based on recommendation of Nomination and Remuneration Commi ee, it is proposed to re-appoint him for second term of five consecutive years with effect from 30th January, 2021.

Mr. Desh Raj Dogra and Mr. Biswadip Gupta were appointed as Independent Directors w.e.f 10th February, 2021 for a term of one year and the same is subject to approval of the shareholders.

Mr. Partha Sen, Mr. Raj Shankar Ray and Mr. Amar Singh Negi were appointed as Managing Director and CEO of Engineering Division, Managing Director and CEO of Appliances Division and Executive Director - Service Business Head of the Company respectively for a period of five years w.e.f 30th October, 2020 and the concerned resolutions for approval of their appointment are proposed for approval of the members.

Brief particulars and expertise of all the directors seeking appointment/re-appointment together with their other Directorship and Commi ee membership have been given in the annexure to the notice of the Annual General Meeting.

During the year under review, there is no other change in KMP of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31 March 2021, the applicable accounting standards have been followed and that there are no material departures;

b) they have 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 a airs of the company at the end of the financial year and of the profit of the company for the same period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submi ed a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. In the opinion there has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors have also confirmed the compliance pertaining to their enrolment with the databank of the independent directors maintained by The Institute of Corporate A airs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 14th June, 2021.

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 there to and Regulation 19 of SEBI ( LODR) Regulation 2015 stating therein the Company’s policy on Directors/ Key Managerial Personnel/ other employees appointment and remuneration by the Nomination and Remuneration Commi ee and approved by the Board of Directors. The said policy may be referred to on company’s website at www.i industries.com. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to a ract, retain and motivate Directors / KMPs of the quality required to run the company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board a er seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board a er seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Commi ee, the performance of the Board, its Commi ees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

AUDIT COMMITTEE

The Board has constituted an Audit Commi ee, the details pertaining to the composition of the audit committee are included in the report on Corporate Governance. There has been no instance during the year where recommendations of the Audit Commi ee were not accepted by the board.

AUDITORS’ REPORT

The notes on Financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further explanation. During the year under review, the Auditors did not report any ma er under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

STATUTORY AUDITORS

At 43rd Annual General Meeting held on 26th July, 2019 the shareholders of the company reappointed M/s. Deloi e Haskins & Sells (Firm Registration No.: 302009E), Chartered Accountants as the Auditors of the Company for the second term of five consecutive years from the conclusion of 43rd Annual General Meeting to the conclusion of 48th Annual General Meeting. The requirement to place the ma er relating to reappointment of auditors for ratification by Members at every Annual General Meeting 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.

COST AUDITORS

Your Board has appointed M/s MANI & Co., Cost Accountants as Cost Auditors of the Company for conducting cost audit for the financial year 2021-22. Accordingly, a resolution seeking approval of the members for ratifying the remuneration payable to Cost Auditors for financial year 2021-22 is provided in the Notice to the ensuing Annual General Meeting.

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company.

SECRETARIAL AUDIT

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or a er 1 April 2014 by a Company Secretary in practice. The board in its meeting held on 29th March 2021 appointed Mr. Sankar Kumar Patanaik, Practising Company Secretary (Certificate of Practice no 7177) as the Secretarial Auditor for the financial year ended 31st March 2021.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submi ed by Company Secretary in Practice is enclosed as a part of this report as Annexure-A. The observations of the Secretarial Auditor are self explanatory in nature and does not call for any further explanation.

SECRETARIAL STANDARDS

The 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed as a part of this report as Annexure-B.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company constituted a CSR Commi ee. The Commi ee comprises Independent Director, non-executive director and executive director. CSR Commi ee of the Board has developed a CSR Policy uploaded on the website of the Company at h p://i industries.com. Your company has identified the activities and accordingly activities covering mainly relating to (a) Promoting education, (b) Promoting Health Care and (c) skill development programme in line with the CSR policy of the Company. The company made an expenditure of Rs 156.87 lacs against the budgeted amount of Rs 156.54 lacs. The complete disclosure on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure C and constitutes part of the report.

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 has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.i industries.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm’s 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 policy on materiality of related party transaction and on dealing with related party transaction as approved by the board may be accessed on company’s website at the link www.i industries.com. There were no materially significant related party transaction which could have protential conflict with interest of the Company at large. Your directors draw a ention of members to note 37 to the Financial Statements which set out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 may be referred to at the Company’s o cial website at the weblink : h p://www.i industries.com/. The detail forming part of the extract of the Annual Return in Form MGT -9 is annexed herewith as Annexure D.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as a part of this report as

Annexure - E.

The number of permanent employees on the payroll of the company as on 31 March 2021 is 2466

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 of the Company, at www.i industries.com.

In terms of Section 136 of the Act, the said Annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company to e-mail id : investors@i global.com.

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 2020-2021 is given in as Annexure F which forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of IFB Industries Limited at its meeting held on May 29, 2018 has adopted the Dividend Distribution Policy (the "Policy") as required by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is available at our website www.i industries.com

DEPOSITS

During the year under review, your company has not accepted any deposit from the public / members u/s 73 of the Companies Act 2013 read with the Companies ( Acceptance of Deposits) Rules during the year.

SHARE CAPITAL

During the year under review, no new shares were issued by the Company, therefore there was no change in the Authorised, Issued and Paid-Up Share Capital of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been 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.

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

There has been no material changes and commitments have occurred a er the closure of the year till the date of this Report, which affect the financial position of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL ) ACT, 2013

As per the requirement of Sexual Harassment of Women at workplace ( Prevention, Prohibition & redressal) Act, 2013, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted an Internal Complaints Commi ees. No compliant has been raised during the year ended March, 2021.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of the Company already formed a Risk Management Commi ee to frame, implement and monitor the risk management plan for the Company. The Commi ee is monitoring and reviewing the risk management plan and ensuring its effectiveness.

Risk management is the process of minimizing or mitigating the risk. It starts with the identification and evaluation of risk followed by optimal use of resources to monitor and minimize the same. The company is exposed to several risks. They can be categorized as operational risk and strategic risk. The company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate those risks.

Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique/ relatively high risk profiles.

An independent Internal Audit function carries out risk focused audits across all business, enabling identification of areas where risk management processes may need to be strengthened. The Audit committee of the board reviews internal audit findings on risk and provides strategic guidance on internal controls.

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 company’s strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch o ces to familarise themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the company.

Further, at the time of appointment of an Independent director, the company issues a formal le er of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the le er of appointment is available at our website www.i industries.com under legal/ investors relation/ appointment of independent directors.

MERGER AND ACQUISITION

During the year, the board of directors of your company at its meeting held on 30th December 2020 approved the amalgamation of its wholly owned subsidiary Trishan Metals Private Limited (TMPL) with IFB Industries Limited (IFBIL). The transferor company (TMPL) and transferee company (IFBIL) submi ed merger application on 6th February, 2021 to National Company Law Tribunal, Kolkata Bench with appointed date considered as 1st April, 2021. The first hearing was held on 5th April, 2021, the NCLT accepted the application and by its order dated 5th April, 2021 appointed the Chairperson and Scrutinizer for NCLT convened meeting of Equity Shareholders and Creditors (secured and unsecured) to be held on 24th May 2021 through video conferencing or other audio visual means to approve the Scheme of amalgamation. The meetings took place on 24th May, 2021 and the Equity Shareholders and Creditors (secured and unsecured) approved the scheme of amalgamation between Trishan Metals Private Limited and IFB Industries Limited and their respective shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013 ("the Act") and other relevant provisions of the Act and rules framed thereunder ("Scheme") with requisite majority .The ma er is now under process and pending before NCLT for further consideration.

SUBSIDIARY COMPANIES

IFB Industries Limited, has two wholly owned subsidiary companies (1)Trishan Metals Pvt. Ltd (TMPL) and (2) Global Automotive & Appliances Pte Ltd. (GAAL) and one step down subsidiary Thai Automotive and Appliances Ltd. (TAAL).

Trishan Metals Private Ltd. (TMPL)

IFB Industries Ltd. acquired 51.12% equity shares of TMPL, during 2016-17. Further, on 31 October, 2020, the Company (IFBIL) acquired the balance 48.88% (1,14,74,020 nos. equity shares) equity shares from the other shareholders of Trishan Metals Private Limited (TMPL) at a consideration of Rs. 1430 lacs, thereby making TMPL as its wholly owned subsidiary.

TMPL’s performance has not reached its potential largely due to slow down and partly due to impact of COVID-19.

Rs. in lacs

Particulars 2020-21 2019-20
Revenue 7815 7606
PBDIT (19) (119)
PBT (265) (414)
PAT 60 (335)

Wholly Owned Subsidiary Global Automotive & Appliances Pte Ltd. (GAAL) and step down subsidiary Thai Automotive and Appliances Ltd. (TAAL)

IFB Industries Ltd. acquired 100 % equity shares of GAAL during July 2017. GAAL holds 100% equity holding in TAAL. GAAL acts as a special purpose vehicle for further investment in TAAL. GAAL is also engaged in trading of Electronics Parts and semi conductors and other commodities. TAAL is engaged in the business of Fine Blanking and Conventional Blanking and its acquisition helps IFB to consolidate its position in similar type of business in Thailand.

GAAL

During the year under review, GAAL has achieved revenue of US$ 4.53 Million and made a PBT of 3.03% and PAT of 2.73% on revenues. GAAL estimates that market would be subdued till end of Q2 and slowly would begin to rise subsequently.

TAAL

During the year under review, TAAL has achieved modest turnover of 171.86 million THB, which is a 2.39% decrease compared to 176.07 million THB achieved during 2019-20. During the year the company earned PBT of 2.39 million THB as compared to PBT of 4.49 million THB achieved during 2019-20.

We have, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the company and its subsidiariesTrishan Metals Pvt. Ltd and Global Automotive & Appliances Pte Ltd. Further, the report on the performance and financial position of the subsidiary companies in the prescribed form AOC-1 is given in Annexure G.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the company and financial statement of the subsidiary companies will be available on our website www.i industries.com. These documents will also be available for inspection during business hours at the corporate officeof company.

ACKNOWLEDGEMENT :

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Customers and Shareholders 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 level.

For and on behalf of the Board of Directors

Bikramjit Nag

(DIN: 00827155)

Joint Executive Chairman

& Managing Director

Prabir Chatterjee

(DIN: 02662511)

Director & CFO

Place : Kolkata

Date : 14th June 2021