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IFB Agro Industries Ltd.

BSE: 507438 Sector: Consumer
NSE: IFBAGRO ISIN Code: INE076C01018
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VOLUME 915
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VOLUME 915
52-Week high 478.35
52-Week low 147.30
P/E 16.90
Mkt Cap.(Rs cr) 315
Buy Price 333.30
Buy Qty 1.00
Sell Price 343.00
Sell Qty 5.00

IFB Agro Industries Ltd. (IFBAGRO) - Director Report

Company director report

#MDStart#

Management Discussion and Analysis Report

To the Members

The Directors have pleasure in presenting before you the Thirty Eighth Annual Report ofthe 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) 188842 173204 191146 175244
Less: Excise Duty 92566 80723 92566 80723
Revenue from Operations (Net) 96276 92481 98580 94521
Other Income 1121 1277 1149 1281
Total Revenue 97397 93758 99729 95802
Profits prior to finance charges and
depreciation (EBITDA) 3754 5957 3639 5777
Less: Finance Charges 179 294 188 297
Depreciation & Amortisation 1770 1869 1772 1871
Profit Before Tax 1805 3794 1679 3609
Less: Tax Expenses (542) 473 (542) 473
Profit After Tax 2347 3321 2221 3136
Other Comprehensive Income (1039) (317) (1046) (312)
Total Comprehensive Income 1308 3004 1174 2824

Consolidated figures includes standalone figures and figures of IFB Agro Marine FZEthe wholly owned Subsidiary.

During the year under review your Company has recorded net operational revenue of `96276 lakhs (as against ` 92481 lakhs in 2018-19) recording a growth of 4%.

Operational profit (EBITDA) decreased from ` 5957 lakhs in 2018-19 to `3753 lakhs in2019-20 a decrease of 37% as compared to the previous year.

Your Company has achieved a profit before tax of ` 1805 lakhs (as against ` 3794 lakhsin 2018-19) and net profit of ` 2247 lakhs (as against `3321 lakhs in 2018-19).

Net Revenue from Operations on consolidated basis grew by 4% to ` 98580 lakhs. Profitbefore depreciation finance cost and tax on consolidated basis as compared to last yearreduced by 37% to ` 3639 lakhs.

During the year under review India Ratings and Research (IND-Ra) has maintained yourCompany's 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 atoptimum capacity during the year under

2

review before the lockdown imposed by the Govt. of India in a bid to tackle thecatastrophic Corona Virus (COVID-19). The continuous increase in the price of grain andfuel significantly increased the input costs. The increased cost could not be passed onfully to the buyer's due to competition. The Company proposes to enhance the productioncapacity of the distillery from 110 KL per day to 170 KL per day during the financial year2020-2021. All necessary statutory approvals have been received.

Indian Made Indian Liquor (IMIL) business continues to face stiff competition due toexcess capacity created by the new bottling plants in West Bengal. Inspite of toughcompetition the IMIL business during the FY 2019-20 registered a net revenue growth of16%. However due to increase in input cost logistics and higher retailer scheme marginswere impacted during the year under review. To increase its distribution and geographicalreach the company entered into some tie-up operations with other bottling plants whohave spare capacity and have agreed to produce for the Company on contract basis. Duringthe 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. Companysuffered losses in third party processing units at Kolkata and Ongole Andhra Pradesh dueto quality and infrastructure issues and hence the existing arrangements has beendiscontinued. In the current year Company will focus to improve margins by strengtheningits 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 reviewdue 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 isfocusing on direct sales to farmers through its retail aqua shop chain"Aquashop". Due to failure of crop certain sum of money got stuck in themarket adequate provisions have been made in the books of accounts for the same howeverefforts are being made to recover the said amount.

Marine domestic food business registered a revenue growth of 10% during the year underreview. We continue to invest in this business in terms of product innovation marketingand infrastructure.

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

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

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

OUTLOOK OPPORTUNITIES THREATS AND CONCERNS

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

The discontinuation of tie-up operations in Andhra and Kolkata will lead to decline inthe volume and the value of export during the year but margins are expected to be betterdue to strict control overhead cost. However export market during the year will be toughdue to closure of hotels and restaurants in many countries. The Company has entered into anew third party tie-up operations for marine export based out in Bengal to buy the shrimpsfrom 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 andrestrictive credit being allowed by the Company in the market. The current financial yearwill witness a restrictive growth in the feed sales as stocking by the farmers is less dueto uncertainties in the Export market. The focus of the company will be more on directcash sale to the farmers from its aqua shops.

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

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

Your Company is continuing its efforts to attain further efficiencies byprocess/technological improvements reduction of wastages and optimal use of humanresources in all the divisions.

RISK MANAGEMENT

The Board has adopted a risk management policy whereby a proper framework is set up toidentify evaluate business risks and threats. This framework seeks to createtransparency minimize adverse impact on the business objectives and enhance the Company'scompetitive advantage.

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

No material changes and commitments have occurred after the close of the financial yeartill 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 thathave changed more than 25% over previous year. Current ratio has improved (FY 19-20: 5.55Vs FY 18-19: 4.02) due to repayment of term loan. Operating margin (FY 19-20: 2% Vs FY19-20: 3.44%) and Net profit margin (FY 19-20: 0.96% Vs FY 18-19: 2.19%) have declinedmainly 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 futureoperations.

DIVIDEND

In order to conserve resources for the further expansion and working capitalrequirements your Directors have decided not to recommend any dividend for the financialyear 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 detailsof meetings of the Board please refer to the Report on Corporate Governance which formspart 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 Company's Officialwebsite 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 the37 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 MrManoj Kumar Vijay (DIN: 00075792)

th

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

Mr Nandan Bhattacharya (DIN: 00313590) Independent director passed away on 9th June2019. The Board places on record its appreciation for his invaluable contribution andguidance during his tenure.

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

Mr. Arup Kumar Banerjee an Honours Graduate in Commerce and Diploma in BusinessManagement 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 meetsthe criteria of independence as provided in section 149(6) of the Companies Act 2013.Thedeclaration was placed and noted by the Board at its meeting held on 10th July 2020.

ANNUAL EVALUATION OF BOARD'S 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 IndependentDirectors was held on 31 January 2020 to review the performance of the Non-IndependentDirectors Chairman and the Board as a whole.

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 Companyand 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 ofall 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 ofSection 178 and other applicable provisions of the Companies Act 2013 and rules theretoand Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 stating therein the Company's policy on Directors'/Key ManagerialPersonnel/other employee's appointment and remuneration by the Nomination and RemunerationCommittee and approved by the Board of Directors.

The said policy may be referred to at the Company's official website athttps://www.ifbagro.in.

DEPOSITS

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

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 andDirectors 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 sixtyper cent of its paid-up share capital free reserves and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas prescribed in Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties entered into or modified during thefinancial year were on an arm's length basis and in the ordinary course of business. Allsuch contracts or arrangements have been reviewed and approved by the Audit Committee. Nomaterial contracts or arrangements with related parties were entered into during the yearunder review. Accordingly no transactions are being reported in Form No. AOC-2 in termsof Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.

Your Company's Policy on Related Party Transactions as adopted by your Board can beaccessed 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 madethere under the information relating to Conservation of Energy Technology Absorption andForeign Exchange earnings & outgo is given in Annexure III which forms a part of thisReport.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

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

HUMAN RESOURCES

For the development of the human resources number of training programmes wereorganized during the year. Internal personnel as well outside faculty members undertookthese programmes. Your Company plans to organize more such training programmes fortheoverall development of its people. Total number of employees in the Company stood at 418as on 31 March 2020.

PREVENTION OF SEXUAL HARASSMENT

In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company had constituted a Prevention of Sexual HarassmentCommittee. The Prevention of Sexual Harassment Policy is available on the company'swebsite. All women employees were made aware of the Policy and the manner in whichcomplaints 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 theCompany and its products are provided.

AUDIT COMMITTEE

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

VIGIL MECHANISM

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

INTERNAL CONTROL SYSTEMS

Your Company has in place adequate internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorized recorded and reported correctly. Further such controls have been tested duringthe year and no reportable material weakness in the design or operation was observed.Nonetheless your Company recognizes that any internal financial control framework nomatter how well designed has inherent limitations and accordingly regular audit andreview 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 andNational Stock Exchange of India Limited and the Company has paid the Annual listing feefor the year 2020-21 to each of the said Exchanges. The Annual Custody/ issuer fee for theyear 2020-21 has been paid by the Company to NSDL and CDSL.

DEMATERIALISATION OF SHARES:

95.48% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2020 and balance 4.52% is in physical form. The Company's Registrars are M/sC.B. Management Services Pvt. Ltd. having their registered office at P-22 Bondel RoadKolkata- 700 019.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of Companies Act 2013 the Board of Directorsof your Company have constituted a CSR Committee. The Committee comprises of IndependentDirectors and Executive Directors. The brief outline of the corporate socialresponsibility (CSR) policy of the Company and the initiative undertaken by the Company onCSR activities during the year are set out in Annexure IV of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. The saidpolicy may be referred to at the Company's official website at http://www.ifbagro.in.

Your Company has identified the activities and accordingly projects mainly relating toa) eradicating hunger malnutrition and sanitation b) promoting education and livelihoodenhancement and c) Promoting Healthcare were undertaken in line with the CSR policy. Thenecessary budget outlay was assigned to the aforesaid projects. The Company made anexpenditure of Rs. 67.32 lakhs against the stipulated amount of Rs. 84.78 lakhs. There wasshortfall in the CSR expenditure due to COVID -19 pandemic as the scheduled projects gotdelayed.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as animportant step towards building investor confidence improving investors' protection andmaximizing long-term stakeholder's value. The certificate of the Auditors M/s BSR

& Co LLP Chartered Accountants confirming compliance of conditions of CorporateGovernance as stipulated under Regulation 25 of SEBI (Listing Obligations and DisclosuresRequirements) 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 companyappointed M/s. BSR & Co. LLP (Firm Registration No.: 001076N/N500013) CharteredAccountants as the Auditors of the Company for a term of five consecutive years from theconclusion 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 ratificationby Members at every AGM has been done away by the Companies (Amendment) Act 2017 witheffect from May 7 2018. Accordingly no resolution is being proposed for ratification ofreappointment of statutory auditors at the ensuing AGM and a note in respect of same hasbeen included in the Notice for this AGM.

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act 2013mandates Secretarial Audit of the Company. The Board in its meeting held on 30 March2019 appointed Mr. S. K. Patnaik partner of M/s Patnaik & Patnaik PractisingCompany Secretary (Certificate of Practice No. 5699) as the Secretarial Auditor of theCompany.

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

SECRETARIAL STANDARDS

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

BUSINESS RESPONSIBILITY REPORT

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

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Customers and Stakeholders for their continuedsupport.

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

 

Cautionary Statement: Statement in the Directors' Report and Management Discussion& Analysis Report describing the Company's expectations may be forward-looking withinthe meaning of applicable securities laws & regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe Company's operation include global and domestic demand and supply conditions affectingselling prices new capacity additions availability of critical materials and theircosts changes in government policies and tax laws.

Registered Office: Plot No. IND-5 Sector - 1 East Calcutta Township Kolkata - 700107

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 theCompanies (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. Shareholder's 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 forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 199699706 - - 199699706
ii) Interest due but not paid - - -
iii) Interest accrued but not due 1175586 - - 1175586
Total (i+ii+iii) 200875292 - - 200875292
Change in Indebtedness during the financial year
Addition
Reduction 200875292 - - 200875292
Net Change 200875292 - - 200875292
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 7380031.00 19509215.00 26889246.00
(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 4000000.00 - 4000000.00
- Others specify… - - -
5 Others please specify - - -
Total (A) 11380031.00 19509215.00# 30889246.00
Ceiling as per the Act* 16906112.00 16906112.00 33812224.00

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

# Payment of Rs 26 03103 has been in excess of the ceiling limits being 5% of the NetProfits 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 - - 139000 155000 103000 75000 472000
Commission - - - - - - -
Others please specify - - - - - - -
Total (1) - - 139000 155000 103000 75000 472000
Other Non-Executive
Directors
Fee for attending Board /
Committee meetings 30000 138000 - - - - 168000
Commission - - - - - - -
Others please specify - - - - - - -
Total (2) 30000 138000 - - - - 168000
Total (B)= (1+2) 30000 138000 139000 155000 103000 75000 640000
Total Managerial
Remuneration (A) + (B) 31529246
Overall Ceiling as per the Act * 37193447

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

# Mr. Nandan Bhattacharya Independent Director passed away on 9th June 2019 howeverhe did not attend any meeting in the Financial Year 2019-20 and he did not receive anySitting 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 6957708 4481401 11439109
(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 6957708 4481401 11439109

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

Registered Office: Plot No. IND-5 Sector - 1 East Calcutta Township Kolkata - 700107

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 theemployee of the Company for the financial year 2019-20

Director's 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 ratioto median remuneration.

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

Director's/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 ascommission on Net profits of the Company.

(iii) Percentage increase in the median remuneration of employees in the financial year2019-20: 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 managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional 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 theemployees who are not Directors but receive remuneration in excess the highest paidDirector during the year: None

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

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

(viii) The statement containing the particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided on the website atwww.ifbagro.in.

Registered Office: Plot No. IND-5 Sector - 1 East Calcutta Township Kolkata - 700107

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 distillationtechnology with integrated evaporation plant. This energy efficient technology has helpedin reducing of steam consumption.

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

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

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

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

6. Overall power factor achieved > 98% for the distillery operation with the helpof 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 ofsteam 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 asalternative source of energy. The capital investment on energy conservation equipment isnot significant.

[B] TECHNOLOGY ABSORPTION

a) Efforts made towards technology absorption

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

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

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

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

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

6. Incorporation state of art high precision imported mass flow meters for fullyautomatic 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 andstack monitoring.

8. Recycling of ash back to fuel stream inside boiler furnace to reduce LOI (loss onignition) 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 technologyand integration of vapour from DDGS dryer for thin slop evaporation very high gravityfermentation technique multi-effect evaporation plant operation and utilization ofreverse 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 waterconsumption by 5% and 1% on fuel consumption.

c) Technology Imported:

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

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

d) Research & Development:

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

2. Successfully completed feeding trial at National Dairy Research Institute Kalyanito utilize Condensed Distillery Soluble (CDS) and Distiller's Dried Grains Soluble (DDGS)as an active ingredient for cattle feed.

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

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

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 - 700107

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#

.