To the Members
The Directors have pleasure in presenting before you the forty fi h Annual Report ofthe Company together with the Audited Financial Statements of the Company for the yearended 31 March 2021.
The performance during the period ended 31 March 2021 has been as under:
Rs. in lacs
|Particulars || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total revenue ||273566 ||256418 ||282316 ||264947 |
|Profit before depreciation/amortisation finance costs and tax ||22800 ||13170 ||23224 ||13331 |
|Less : Finance costs ||2935 ||1450 ||3091 ||1609 |
|Less : Depreciation and amortization ||9911 ||8898 ||10242 ||9195 |
|Profit before Tax and exceptional item ||9954 ||2822 ||9891 ||2527 |
|Add : Exceptional Items || ||148 || ||148 |
|Profit before Tax ||9954 ||2970 ||9891 ||2675 |
|Less : Current tax ||3738 ||172 ||3763 ||178 |
|Less : Deferred tax (net) ||42 ||(1) ||(283) ||( 80) |
|Profit a er tax ||6174 ||2799 ||6411 ||2577 |
|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 ||6127 ||2143 ||6354 ||2096 |
|- Owners of the parents ||NA ||NA ||6266 ||2263 |
|- Non-controlling interests ||NA ||NA ||88 ||(167) |
The consolidated figure includes standalone figure and figure of Trishan Metals PrivateLimited a wholly owned subsidiary company Global Appliances & Automotive Limited(GAAL) a wholly owned subsidiary company and step down subsidiary company ThaiAutomotive and Appliances Pte. Ltd. (TAAL).
OPERATIONS - Standalone
Your company completed year 2020-21 on a marginal growth on revenue terms and achievedrise in profit before tax by more than three times of the last year. The company achievedabove success despite a bleak performance in 1st quarter due to shut down on account ofCOVID-19. Net revenue from operations grew by 6.5 % to Rs 271652 lacs. The profit beforedepreciation finance cost and tax as compared to last year increased by 73.1% to Rs22800 lacs. The increase in margin is largely on account of favourable product mix pricehike reduction in material cost scheme cost and overheads etc.
OPERATIONS - Consolidated
Net revenue from operations on consolidated basis increased by 6.2% to Rs. 280080lacs. Profit before depreciation finance cost and tax on consolidated basis as comparedto last year increased by 74.2% to Rs. 23224 lacs as compared to the last year.
Your Directors have decided not to recommend any dividend for the financial year underreview to conserve resources for working capital capital expenditure projectsacquisition 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 (LODRRegulations) 2015 the Management Discussion and Analysis Report is enclosed as a part ofthis report.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
During the year under review there is no change in the nature of the businessoperations of the Company.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has always taken adequate steps to adhere to all the stipulations laiddown in LODR Regulations 2015. A report on Corporate Governance is included as a part ofthis Annual Report. Certificate from the Statutory Auditors of the company M/s. Deloi eHaskins & Sells Chartered Accountants confirming the compliance with the conditionsof Corporate Governance as stipulated under Listing Obligations & DisclosureRequirements 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 toNSE BSE & CSE where the Company's Shares are listed. The company applied fordelisting from CSE which is pending before them.
DEMATERIALISATION OF SHARES
98.23% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2021 and balance 1.77% is in physical form. The Company's Registrars is M/sC.B. Management Services Pvt. Ltd. having their registered officeat P-22 Bondel RoadKolkata - 700 019. The entire shareholding of the promoters and promotersgroup are in dematerialized form.
NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met six times during the financial year from 01 April 2020to 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 January2021 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 twoyears w.e.f 1st June 2020 and the same was approved by the shareholders at the 44th AGMof the Company held on 4th September 2020.
Mr. Bikramjit Nag Joint Executive Chairman and Managing Director of the Company wasre-appointed for a further period of three years w.e.f 1st November 2019 and the same wasapproved 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 furtherperiod of two years w.e.f 1st April 2020 and the same was approved by the shareholders atthe 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 2ndNovember 2019 for a term of three years and the same was approved by the shareholders atthe 44th AGM of the Company held on 4th September 2020.
Ms. Sangeeta Shankaran Sumesh an Independent Director of the Company was re-appointedfor second term of five consecutive years with effect from 30th January 2020 and the samewas approved by the shareholders at the 44th AGM of the Company held on 4th September2020.
Mr. Prabir Cha erjee retires by rotation and being eligible offers himself forreappointment.
The three years term as an Independent Director of Mr. Ashok Bhandari has expired on29th January 2021. Based on recommendation of Nomination and Remuneration Commi ee it isproposed to re-appoint him for second term of five consecutive years with effect from 30thJanuary 2021.
Mr. Desh Raj Dogra and Mr. Biswadip Gupta were appointed as Independent Directors w.e.f10th February 2021 for a term of one year and the same is subject to approval of theshareholders.
Mr. Partha Sen Mr. Raj Shankar Ray and Mr. Amar Singh Negi were appointed as ManagingDirector and CEO of Engineering Division Managing Director and CEO of Appliances Divisionand Executive Director - Service Business Head of the Company respectively for a period offive years w.e.f 30th October 2020 and the concerned resolutions for approval of theirappointment are proposed for approval of the members.
Brief particulars and expertise of all the directors seeking appointment/re-appointmenttogether with their other Directorship and Commi ee membership have been given in theannexure 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 herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31 March 2021 theapplicable accounting standards have been followed and that there are no materialdepartures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of a airs of the company at the end of the financial year and of the profitof the company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
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 andwere operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 alongwith Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. Inthe opinion there has been no change in the circumstances affecting their status asindependent directors of the Company. The Independent Directors have also confirmed thecompliance pertaining to their enrolment with the databank of the independent directorsmaintained 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 andnoted by the Board in its meeting held on 14th June 2021.
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 there toand Regulation 19 of SEBI ( LODR) Regulation 2015 stating therein the Companyspolicy on Directors/ Key Managerial Personnel/ other employees appointment andremuneration by the Nomination and Remuneration Commi ee and approved by the Board ofDirectors. The said policy may be referred to on companys website at www.iindustries.com. As part of the policy the Company strives to ensure that the leveland composition of remuneration is reasonable and sufficient to a ract retain andmotivate Directors / KMPs of the quality required to run the company successfully;Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks.
ANNUAL EVALUATION OF BOARDS PERFORMANCE
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the Board a er seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board a er seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
At the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Commi ee the performance of the Board its Commi ees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire Board excluding the independent director being evaluated.
The Board has constituted an Audit Commi ee the details pertaining to the compositionof the audit committee are included in the report on Corporate Governance. There has beenno instance during the year where recommendations of the Audit Commi ee were not acceptedby the board.
The notes on Financial statements referred to in the Auditors Report areself-explanatory and do not call for any further explanation. During the year underreview the Auditors did not report any ma er under Section 143(12) of the Act thereforeno detail is required to be disclosed under Section 134(3)(ca) of the Act.
At 43rd Annual General Meeting held on 26th July 2019 the shareholders of the companyreappointed M/s. Deloi e Haskins & Sells (Firm Registration No.: 302009E) CharteredAccountants as the Auditors of the Company for the second term of five consecutive yearsfrom the conclusion of 43rd Annual General Meeting to the conclusion of 48th AnnualGeneral Meeting. The requirement to place the ma er relating to reappointment of auditorsfor ratification by Members at every Annual General Meeting has been done away by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolutionis being proposed for ratification of reappointment of statutory auditors at the ensuingAGM and a note in respect of same has been included in the Notice for this AGM.
Your Board has appointed M/s MANI & Co. Cost Accountants as Cost Auditors of theCompany for conducting cost audit for the financial year 2021-22. Accordingly aresolution seeking approval of the members for ratifying the remuneration payable to CostAuditors for financial year 2021-22 is provided in the Notice to the ensuing AnnualGeneral Meeting.
The Cost accounts and records as required to be maintained under Section 148(1) of theAct are duly made and maintained by the Company.
The provisions of Section 204 read with Section 134(3) of the Companies Act 2013mandates Secretarial Audit of the Company to be done from the financial year commencing onor a er 1 April 2014 by a Company Secretary in practice. The board in its meeting held on29th March 2021 appointed Mr. Sankar Kumar Patanaik Practising Company Secretary(Certificate of Practice no 7177) as the Secretarial Auditor for the financial year ended31st March 2021.
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submi ed by Company Secretary in Practice is enclosed as a partof this report as Annexure-A. The observations of the Secretarial Auditor are selfexplanatory in nature and does not call for any further explanation.
The 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.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 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 ofDirectors of your Company constituted a CSR Commi ee. The Commi ee comprises IndependentDirector non-executive director and executive director. CSR Commi ee of the Board hasdeveloped 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 mainlyrelating to (a) Promoting education (b) Promoting Health Care and (c) skill developmentprogramme in line with the CSR policy of the Company. The company made an expenditure ofRs 156.87 lacs against the budgeted amount of Rs 156.54 lacs. The complete disclosure onCSR activities in terms of Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is enclosed as Annexure C and constitutes part of the report.
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 has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.i industries.com.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the company during the financialyear with related parties were in ordinary course of business and on an arms 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. The policy on materiality of related party transaction and on dealing with relatedparty transaction as approved by the board may be accessed on companys website atthe link www.i industries.com. There were no materially significant related partytransaction 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 setout related party disclosures.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 may bereferred to at the Companys o cial website at the weblink : h p://www.iindustries.com/. The detail forming part of the extract of the Annual Return in FormMGT -9 is annexed herewith as Annexure D.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of Loans Guarantees and Investments covered under the provisions ofSection 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 withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is 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 is2466
The statement containing particulars of employees employed throughout the year and inreceipt of remuneration of Rs. 1.02 crore or more per annum and employees employed forpart of the year and in receipt of remuneration of Rs. 8.5 lacs or more per month asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof 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 anymember 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) ofregulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations theBusiness Responsibility Report for Financial Year 2020-2021 is given in as Annexure Fwhich forms part of this Report.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of IFB Industries Limited at its meeting held on May 29 2018has adopted the Dividend Distribution Policy (the "Policy") as required byRegulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (the "Listing Regulations") is available at our website www.iindustries.com
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 ofDeposits) Rules during the year.
During the year under review no new shares were issued by the Company therefore therewas 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 futureoperations.
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
There has been no material changes and commitments have occurred a er the closure ofthe 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 ( PreventionProhibition & redressal) Act 2013 your Company has in place a Policy for Preventionof Sexual Harassment of Women at Work Place and constituted an Internal Complaints Commiees. 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 toframe implement and monitor the risk management plan for the Company. The Commi ee ismonitoring and reviewing the risk management plan and ensuring its effectiveness.
Risk management is the process of minimizing or mitigating the risk. It starts with theidentification and evaluation of risk followed by optimal use of resources to monitor andminimize the same. The company is exposed to several risks. They can be categorized asoperational risk and strategic risk. The company has taken several mitigating actionsapplied many strategies and introduced control and reporting systems to reduce andmitigate those risks.
Appropriate structures are in place to proactively monitor and manage the inherentrisks in businesses with unique/ relatively high risk profiles.
An independent Internal Audit function carries out risk focused audits across allbusiness enabling identification of areas where risk management processes may need to bestrengthened. The Audit committee of the board reviews internal audit findings on risk andprovides strategic guidance on internal controls.
FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
To familiarize the Independent Directors with the strategy operations and functions ofour company the executive directors/ senior managerial employees make presentation to theIndependent Directors about the companys strategy operations product and serviceofferings markets finance quality etc. Independent Directors are also visitingfactories and branch o ces to familarise themselves with the operations of the company andto 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 aformal le er of appointment outlining his/ her role function duties and responsibilitiesas a director. The format of the le er of appointment is available at our website www.iindustries.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 30thDecember 2020 approved the amalgamation of its wholly owned subsidiary Trishan MetalsPrivate Limited (TMPL) with IFB Industries Limited (IFBIL). The transferor company (TMPL)and transferee company (IFBIL) submi ed merger application on 6th February 2021 toNational Company Law Tribunal Kolkata Bench with appointed date considered as 1st April2021. The first hearing was held on 5th April 2021 the NCLT accepted the application andby its order dated 5th April 2021 appointed the Chairperson and Scrutinizer for NCLTconvened meeting of Equity Shareholders and Creditors (secured and unsecured) to be heldon 24th May 2021 through video conferencing or other audio visual means to approve theScheme of amalgamation. The meetings took place on 24th May 2021 and the EquityShareholders and Creditors (secured and unsecured) approved the scheme of amalgamationbetween Trishan Metals Private Limited and IFB Industries Limited and their respectiveshareholders and creditors under the provisions of Sections 230 to 232 of the CompaniesAct 2013 ("the Act") and other relevant provisions of the Act and rules framedthereunder ("Scheme") with requisite majority .The ma er is now under processand pending before NCLT for further consideration.
IFB Industries Limited has two wholly owned subsidiary companies (1)Trishan MetalsPvt. Ltd (TMPL) and (2) Global Automotive & Appliances Pte Ltd. (GAAL) and one stepdown 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 on31 October 2020 the Company (IFBIL) acquired the balance 48.88% (11474020 nos. equityshares) 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.
TMPLs performance has not reached its potential largely due to slow down andpartly 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 stepdown subsidiary Thai Automotive and Appliances Ltd. (TAAL)
IFB Industries Ltd. acquired 100 % equity shares of GAAL during July 2017. GAAL holds100% equity holding in TAAL. GAAL acts as a special purpose vehicle for further investmentin TAAL. GAAL is also engaged in trading of Electronics Parts and semi conductors andother commodities. TAAL is engaged in the business of Fine Blanking and ConventionalBlanking and its acquisition helps IFB to consolidate its position in similar type ofbusiness in Thailand.
During the year under review GAAL has achieved revenue of US$ 4.53 Million and made aPBT of 3.03% and PAT of 2.73% on revenues. GAAL estimates that market would be subduedtill end of Q2 and slowly would begin to rise subsequently.
During the year under review TAAL has achieved modest turnover of 171.86 million THBwhich is a 2.39% decrease compared to 176.07 million THB achieved during 2019-20. Duringthe year the company earned PBT of 2.39 million THB as compared to PBT of 4.49 million THBachieved during 2019-20.
We have in accordance with Section 129(3) of the Companies Act 2013 preparedconsolidated financial statements of the company and its subsidiariesTrishan Metals Pvt.Ltd and Global Automotive & Appliances Pte Ltd. Further the report on the performanceand financial position of the subsidiary companies in the prescribed form AOC-1 is givenin Annexure G.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the Consolidated financial statements and related information of thecompany and financial statement of the subsidiary companies will be available on ourwebsite www.i industries.com. These documents will also be available for inspectionduring business hours at the corporate officeof company.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Customers and Shareholders 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 level.
For and on behalf of the Board of Directors
Joint Executive Chairman
& Managing Director
Director & CFO
Place : Kolkata
Date : 14th June 2021