MANAGEMENT DISCUSSION AND ANALYSIS REPORT
To the Members
The Directors have pleasure in presenting before you the Thirty Ninth Annual Report ofthe Company together with the Audited Financial Statements for the financial year ended 31st March 2021.
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 |
| ||31.3.2021 ||31.3.2020 ||31.3.2021 ||31.3.2020 |
|Revenue from Operations (Gross) ||169345 ||188842 ||170126 ||191146 |
|Less: Excise Duty ||99973 ||92566 ||99973 ||92566 |
|Revenue from Operations (Net) ||69372 ||96276 ||70153 ||98580 |
|Other Income ||1631 ||1121 ||1686 ||1148 |
|Total Revenue ||71003 ||97397 ||71839 ||99728 |
|Profits prior to finance charges and || || || || |
|depreciation (EBITDA) ||7270 ||3752 ||7220 ||3637 |
|Less: Finance Charges ||7 ||178 ||17 ||188 |
|Depreciation & Amortisation ||1482 ||1770 ||1484 ||1772 |
|Profit Before Tax ||5781 ||1804 ||5719 ||1677 |
|Less: Tax Expenses ||1081 ||(542) ||1081 ||(542) |
|Profit After Tax ||4700 ||2346 ||4638 ||2219 |
|Other Comprehensive Income ||1659 ||(1038) ||1665 ||(1046) |
|Total Comprehensive Income ||6359 ||1308 ||6303 ||1173 |
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 Rs.69372 lakhs (as against Rs. 96276 lakhs in 2019-2020) recording a decrease of 28%compared to previous year.
Operational profit (EBITDA) increased to Rs. 7270 lakhs in 2020-21 (as against Rs.3752 lakhs in 2019-20) an increase of 94% as compared to the previous year.
Your Company has achieved a profit before tax of Rs. 5781 lakhs (as againstRs. 1804lakhs in 2019-20) and net profit of Rs. 4700 lakhs (as against Rs. 2346 lakhs in2019-20).
Net Revenue from Operations on consolidated basis reduced by 29% to Rs. 70153 lakhs.Profit before depreciation finance cost and tax on consolidated basis as compared to lastyear grew by 98% toRs. 7220 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 Spirituous Beverages and alliedproducts and (2) Marine Products.
Spirit Liquor and Spirituous Beverages:
Financial year 2020-21 was a globally challenging year due to COVID-19 pandemic. Forthe company it became all the more challenging due to Amphan Cyclone (in May 2020) andconstant Excise issues which we view to be baseless and illegal. Distillery could operateonly 11 days during the first quarter of the financial year with 50% capacity. Cyclone andlocal disturbance also impacted the operations of distillery.
The Company's proposed capacity expansion plan for the distillery from 110 KL per dayto 170 KL per day was progressing well before the second wave of COVID-19 whereinlockdown was imposed and the supply of oxygen was restricted. This will delay the projectcompletion timeline.
Indian Made Indian Liquor (IMIL) business was also affected during the year due tolockdown in the first quarter of the financial year and also got impacted as Exciseauthorities created hindrance to the business for not adhering to their illegal demandsby adopting various unethical steps like
(a) closure of Dankuni plant for 9 days in June 2020 on alleged quality issues whichultimately turned to be baseless
(b) closure of all tie up units for 25 days in November 2020
(c ) non re-registration of the Company's flagship brand "Captain" almost fora month in November 2020
(d) putting restriction on retailers in the various district on lifting of theCompany's product. The Company intimated to the stock exchanges that the Alcohol businessof the Company was suffering and under threat due to issues stated above. Representationswere also made to Hon'ble Chief Minister and also to Hon'ble State Finance Industry &Commerce Minister.
The business continues to face stiff competition due to excess capacity created by thenew bottling plants in West Bengal. Revenue for the year declined by 11% along with themarket share due to reasons explained above. 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.
Marine exports registered a revenue de-growth of 53% due to lower demand in exportmarket as hotels restaurants in the exporting countries being significantly closed due topandemic. Company will focus to improve margins by strengthening its marketing by addingnew supply destinations reducing overhead and by increasing overall efficiency.
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. The company is focusing on direct sales tofarmers through its retail aqua shop chain "Aquashop".
Marine domestic food business was also impacted as demand from hotels and restauranthave declined significantly. Company is focusing more on online and e-commerce sale tomaintain its revenue and margins. The Company continues to invest in this business interms of product innovation marketing and 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 fourth year of operation forthe company. Efforts are being made to strengthen the trading operation in internationalmarket. The revenue got impacted during the year due to COVID-19 most of the hotels andrestaurant were closed in the international market. However with strict control onoverheads etc. the loss for the year has been restricted to Rs. 62 Lakhs as against Rs.130 Lakhs in 2019-20.
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 State lockdown due to COVID the Companyhad to suspend/reduce all its operations from 16 th May 2021. Revenues of the Companywill get impacted during the month of May and June 2021 due to closure of IMIL plants andlower capacity utilization at distillery and Marine Plants due to social distancing normsafter the resumption of operation.
The YAASH Cyclone has damaged the shrimp crop in West Bengal and this will lead tolower availability of shrimp for processing and export. The export market during the yearwill be tough due to restrictions in hotels and restaurants in many countries.
Growth in the Aqua feed business will be affected due to the competition andrestrictive credit being allowed by the Company in the market. The focus of the companywill be to try and sale direct to farmers from its aqua shops under cash and carry model.During the year 2020-2021 the Company has also launched its own branded Fish & Prawnfeed in the name of "Nutrisigma" and "Nutrafeed" respectively in themarket on pilot project basis.
Your Company will focus on margin improvement plans across the verticals through betterprocurement of its key raw materials like broken rice shrimps etc.
During 2021-22 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.
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.
Appropriate structures are in place to proactively monitor and manage the inherentrisks in businesses with unique/ relatively high risk profiles.
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. In viewof the lockdown restrictions imposed on the State of West Bengal vide circular no647-ISS/2M-22/2020 dated 15 May 2021due to steady surge in the number of COVID cases inthe State of West Bengal consequent to the onslaught of the second wave of the COVID-19pandemic the revenue of the Company was substantially effected however the Company isoptimistic to restore its business once the lockdown is lifted and the overall scenarionormalizes.
SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
There were significant changes in certain key financial ratios of the Company that havechanged more than 25% over previous year. Debtors turnover ratio has declined (FY 20-21:22.46 Vs FY 19-20: 12.65) as debtors in Alcohol business has gone up during the year end.Operating margin (FY 20-21: 4% Vs FY 20-21: 2%) and Net profit margin (FY 20-21: 2.75 % VsFY 19-20: 1.24%) mainly due to lower input cost.
SIGNIFICANTAND 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.
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
During the year ended 31 st March 2021 Four meetings of the Board were held. Fordetails of meetings of the Board please refer to the Report on Corporate Governancewhich forms part of this report.
Pursuant to Section 92 (3) of the Companies Act 2013 read with Section 134(3)(ca) ofthe Act the Annual Return is available at the Company's Official website at the weblink:https://www.ifbagro.in.
Mr.Arup Kumar Banerjee Vice Chairman and Managing Director was re-appointed for aperiod of 3 (years) with effect from 30 July 2020 by the shareholders at the Thirty EighthAnnual General Meeting of the Company held on 4 September 2020.
Mr. Bikramjit Nag Joint Executive Chairman retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The details abouthis qualification other directorships etc. as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are provided in the explanatory statement underSection 102 of the Companies Act 2013 separately and annexed to the notice.
Mr. Bikramjit Nag was appointed as a Joint Executive Chairman of the Company at theThirty Sixth Annual General Meeting held on 27 July 2018 for a period of three yearswith effect from 26 January 2019. The existing term of Mr. Nag as Joint Executive Chairmanwill expire on 25 January 2022. The Board of Directors in its meeting held on 17 June2021 considered the recommendations of the Nomination and Remuneration Committee andre-appointed Mr. Bikramjit Nag (subject to the approval of members in the ensuing AnnualGeneral Meeting) as Joint Executive Chairman for a further period of 3 years with effectfrom 25 January 2022. He is liable to retire by rotation. Mr. Bikramjit Nag fulfils theconditions specified in the Act and the Rules thereunder and is not debarred to hold theoffice of Executive Director pursuant to any order of SEBI or any other authority.
Appropriate resolutions seeking the appointment/reappointment of director is appearingin the Notice convening the ensuing Annual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL
During the year under review the Board at its meeting held on 29 January 2021appointed the following officers as Key Managerial Personnel u/s 203 of the Companies Act2013.
Mr. Santanu Ghosh Mr. Debasis Ghosh and Mr. Soumitra Chakraborty have been appointedas the Chief Executive Officer (CEO) of Distillery business IMIL business and Marinebusiness respectively of the Company with effect from 29 January 2021.
Mr. Rana Chatterjee and Mr. Siddhartha Basu have been appointed as the Chief FinancialOfficer (CFO) of Alcohol Business- (Distillery & IMIL Division) and Marine Businessrespectively of the Company with effect from 29 January 2021.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations. The declarations were noted by the Board at its meeting held on28 April 2021.
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 8 January 2021 to review the performance of the Non- IndependentDirectors Chairman and the Board as a whole.
In the Board meeting held dated 29 January 2021 the performance of the Board itsCommittees and individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing 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 as at 31.03.2021 and of the profit of theCompany for that period; c. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; 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.
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.
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 I 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/ arrangements/ transactions entered by the company during the financialyear with related parties were in ordinary course of business and on an arm's lengthbasis. During the year the company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the company on materiality of related party transaction on which is required tobe reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of theAct. There were no materially significant related party transactions which could havepotential conflict with interest of the Company at large. Your directors draw attention ofmembers to note 32 to the Standalone Financial Statements which set out related partydisclosures.
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 RelatedParty 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 II which forms a part of thisReport.
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 for theoverall development of its people. Total number of employees in the Company stood at 421as on 31 st March 2021.
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.
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.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LODR) a Vigil Mechanism for Directors and employees toreport genuine concerns have been established. The said policy may be referred to at theCompany's official website at the weblink: https://www.ifbagro.in/assets/pdf/WhistleBlower Policy.pdf
INTERNAL FINANCIAL 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.
Your Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weaknesses in design or operation was observed. The Internal Financial Controlsystems and procedures and their effectiveness are reviewed and monitored on a regularbasis.
LISTING WITH STOCK EXCHANGES
The Equity shares of the Company is listed with the BSE Limited and National StockExchange of India Limited and the Company has paid the Annual listing fee for the year2021-22 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2021-22has been paid by the Company to NSDL and CDSL.
DEMATERIALISATION OF SHARES:
95.54% of the Company's paid up Equity Share Capital is in dematerialized form as on 31March 2021 and balance 4.46% is in physical form. The Company's Registrars are M/s C.B.Management Services Pvt. Ltd. having their registered office at P-22 Bondel RoadKolkata- 700 019.
The paid up share capital of the Company as at 31 March 2021 remained unchanged and itstood at Rs. 93671110. During the year under review the Company has not issued shareswith differential voting rights nor has granted any stock options or sweat equity.
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 III 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 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. 83.30 lakhs against thestipulated amount of Rs. 79.91 lakhs.
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 28th April2021 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 2021 is givenin Annexure IV which forms part of this report.
Your Board has the pleasure in confirming that no qualification reservation adverseremark or disclaimer has been made by the Company Secretary in Practice in his Reportissued to the members of the Company.
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 2020-2021 is given in Annexure V whichforms part of this Report.
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 20th April 2017. The purpose of setting up this entityis to establish a marketing and trading outfit to explore untapped markets in Middle Eastcountries Eastern Europe CIS countries etc. for marine products.
In accordance with Section 129(3) of the Companies Act 2013 the consolidatedfinancial statements of the company has been prepared which forms part of this AnnualReport. Further the report on the performance and financial position of the subsidiary inthe prescribed form AOC-1 is annexed as Annexure VI to this report.
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 Corporate Governanceas stipulated under Regulation 25 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 which is given as Annexure-VII forms part of this AnnualReport.
STATUTORY AUDITORS AND AUDIT REPORT
At the 37th Annual General Meeting held on 26th July 2019 the shareholders of thecompany 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 yearsfrom the conclusion of 37th Annual General Meeting to the conclusion of 42nd AnnualGeneral Meeting. The requirement to place the matter relating to reappointment of auditorsfor 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 forratification of reappointment of statutory auditors at the ensuing AGM and a note inrespect of same has been included in the Notice for this AGM.
During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The Auditors Report does not contain any qualifications reservation or adverse remarkor disclaimer.
Your Company is not required to maintain Cost Records as specified by the CentralGovernment u/s 148 (1) of the Companies Act 2013
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.
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.
| || ||On behalf of the Board |
|Registered Office: ||Bikramjit Nag ||Arup Kumar Banerjee |
|Plot No. IND-5 Sector - 1 ||Joint Executive Chairman ||Vice Chairman and |
|East Calcutta Township ||(DIN: 00827155) ||Managing Director |
|Kolkata - 700 107 || ||(DIN: 00336225) |
|CIN: L01409WB1982PLC034590 || || |
|E-mail: email@example.com || || |
|Website : www.ifbagro.in || || |
|Date : 17 June 2021 || || |