Equity Analysis

To the Members,

The Directors have pleasure in presenting before you the Forty-first Annual Report ofthe Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

Financial Results & Performance Review

The financial results for the year and for the previous year are summarized below:

(Rs. in Lakhs)

Consolidated figure includes standalone figures and figures of IFB Agro Marine FZE, the wholly owned Subsidiary.

Standalone

During the year under review your Company has recorded net operational revenue of ' 1,24,646 lakhs (as against ' 1,01,009 lakhs in 2021 -22) recording an increase of 23.4% compared to previous year.

Operational profit (EBITDA) declined to ' 9,024 lakhs in 2022-23 (as against ' 9,256 lakhs in 2021-22), a decrease of 2.5% as compared to the previous year.

Your Company has recorded a profit before tax of ' 6,966 lakhs (as against ' 6,803 lakhs in 2021-22) and net profit of ' 5,100 lakhs (as against ' 5,334 lakhs in 2021 -22).

Consolidated

Net Revenue from Operations on consolidated basis increased from ' 101,145 lakhs to ' 1,24,665 lakhs, an increase of 23%. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year declined by 2.52% to ' 8,858 lakhs.

During the year under review, India Ratings and Research (IND-Ra) has maintained your Company's Long Term issuer rating to ‘INDA+'.

Your Company operates in two segments: (1) Spirit, Spirituous Beverages and allied products and (2) Marine Products.

Spirit, Liquor and Spirituous Beverages:

Financial year 2022-23 was a globally challenging year which witnessed rising inflation and high interest cost.

The Company had invested in the capacity expansion of the distillery from 110 KL to 170 KL per day during the financial year 2021 -22 but could not operate the distillery at its full capacity, as supply of Extra Neutral Alcohol (ENA) in the state is now more than the demand. Absence of import fee on ENA from other states along with high input cost has put the margins under pressure. All major states in India, in order to protect their State distilleries has levied an Import Fee, unlike West Bengal, where there is no Import Fee but levies duties on Export of ENA, which has made distilleries in Bengal on a disadvantageous position in comparison to the distilleries situated in the neighboring states. Many representations has been made to the Excise Department and letters were written to the Hon'ble Chief Minister, Government of West Bengal.

India Made Liquor (IML) business witnessed a sharp decline in volume in the industry during the year as there has been a sharp increase in the prices by 30%(MRP). This abnormal increase in the prices of the India Made Liquor was made effective from January 2023 by the West Bengal Excise Department which led to sharp decrease in the demand, as the same has been made unaffordable for the people at the bottom of the pyramid. The Company has made representation to the Excise Department and have also written a letter to the Hon'ble Chief Minister of West Bengal to reconsider such exorbitant increase in price.

The business continues to face issues as reported earlier and in order to maintain the continuity of the business and to protect the interest of all the stakeholders, the Company paid ' 18.30 Crs towards subscription of the Electoral Bonds during the year. The Company has further paid ' 15 Crores towards subscription of Electoral Bonds in the Month of April 2023. The stiff competition along with the issues faced has led to decline in the volumes by 9%.

Marine Products:

Marine exports registered a revenue growth of 30% due to better demand in export market. Higher volume with efficient raw material buying, strict control on overhead and better working capital management helped to improve the margins to 3.30% as against 1.7% last year. Company will focus to improve margins by strengthening its marketing reach by adding new supply destinations, reducing overhead and by increasing overall efficiency.

Marine aqua feed business revenue grew by 38%. The Company continues with its restrictive credit policy. The Company's own branded Fish feed, "Nutrisigma" and "Nutrafeed" are well accepted in the market and witnessed a revenue growth of 59%. As the company is dependent on third parties for supply of Fish feed, sufficient quantity of feed could not be made available, as per the demand.

Marine domestic food business grew by 87%, due to higher sale in HORECA segment. The Company continues to invest in this business in terms ofproduct innovation, marketing and infrastructure.

The Wholly Owned Subsidiary, IFB Agro Marine (FZE), in Sharjah Airport International Free Zone, Sharjah, United Arab Emirates could not make much progress in its business. Efforts are being made to strengthen the trading operation in international market. The Company incurred a loss of Rs 186 lakhs during the year.

OUTLOOK, OPPORTUNITIES, THREATS AND CONCERNS

The current financial year will be a year of challenges for the Alcohol business of the Company. With setting up of excess capacity of ENA in the State along with increased demand of the non-edible grain by the Ethanol plants, margin in Distillery is likely to be impacted due to excess supply, increase in the prices of non-edible grain and fuel cost. Similarly, the abnormal increase in the prices of the India Made Liquor (IML) from January 2023 by the Bengal Excise Department will have huge impact on the demand, as the same has been made unaffordable for the people at the bottom ofthe pyramid.

In order to strengthen its position in the fish feed segment, the Company is setting up a Fish Feed manufacturing facility at Balasore, Odisha. Though West Bengal being the major feed market for the Company, the Board decided to set up the plant at Odisha due to issues faced and for better business environment. The plant is expected to start the commercial production from March 2024. In shrimp feed segment, the Company plans to continue with its business model with restrictive credit in the market.

Your Company will focus on margin improvement plans across the verticals through better procurement of its key raw materials like non-edible rice, shrimps etc.

Your Company is continuing its efforts to attain further efficiencies by process/technological improvements, reduction of wastages and optimal use of human resources in all the divisions.

RISK MANAGEMENT

The Board has adopted a risk management policy whereby a proper framework is set up to identify, evaluate business risks and threats. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The Board of Directors at its meeting dated 9th August, 2021 has constituted a Risk Management Committee pursuant to the requirement of Regulation 21 of SEBI (Listing Obligation & Disclosure Requirement), Regulations, 2015.

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

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

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

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review, there is no change in the nature of the business operations of the Company.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

There were significant changes in certain key financial ratios of the Company that have changed more than 25% over previous year. Kindly refer Note 42 of the attached financial report ofthe Company.

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 ofthe Company and its future operations.

DIVIDEND

In order to conserve resources for the further expansion and working capital requirements, your Directors have decided not to recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

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

NUMBER OF BOARD MEETINGS

During the Financial Year ended 31st March, 2023, Five meetings of the Board were held. For details of meetings of the Board, please refer to the Report on Corporate Governance, which forms part of this report.

ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(a) of the Act read with the Companies (Management & Administration) Amendment Rules, 2020 the Annual Return for the Financial Year 2022-2023 is available at the Company's Official website at the weblink: https://www.ifbagro.in.

DIRECTORS

Mr. Arup Kumar Banerjee, an Honours Graduate in Commerce and Diploma in Business Management from IIM Calcutta is having experience of more than 48 years in the industry. Before joining the Company in the year 1995 he worked with IFB Industries Limited in various positions. He was appointed as a Whole-time Director at the Nineteenth Annual General Meeting of the Company held on 31st August 2001 for a period of three years with effect from 28 July 2001 and thereafter reappointed from time to time. He was then appointed as Managing Director on 30 July 2008. Thereafter, he was elevated as Vice Chairman and Managing Director on 23rd September, 2015.

Mr. Arup Kumar Banerjee (DIN:-00336225), was appointed as Executive Vice Chairman based on the recommendation of the Nomination & Remuneration Committee w.e.f 1st November, 2021 duly approved by the shareholders at the 40th Annual General Meeting held on 29th July, 2022, on the terms and conditions as approved by the members of the Company. The existing tenure of Mr. Arup Kumar Banerj ee (DIN:-0033 6225) as Executive Vice Chairman would expire on 29th July, 2023.

The Board of Directors based on the recommendation of the Nomination & Remuneration Committee re-appointed Mr. Arup Kumar Banerjee as the Executive Vice Chairman of the Company w.e.f 30th July, 2023 for a further period of 2 years subject to approval of shareholders by way of a Special Resolution.

Mr. Banerjee has made all the necessary disclosures as per Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is liable to retire by rotation. Mr. Banerjee fulfils the conditions specified in the Act and the Rules thereunder and is not debarred to hold the office of Executive Director pursuant to any order of SEBI or any other authority.

Mr. Amitabha Mukhopadhyay (DIN :-01806781) was appointed on the Board as Managing Director & CEO w.e.f 1st November, 2021 for a term of three years and the same was approved by the shareholders at the 40th AGM of the Company held on 29th July, 2022.

Mr. Malay Kumar Das (DIN:-00408084) was appointed on the Board as an Independent Director w.e.f 30th December, 2021 for a term of five years and the same was approved by the shareholders at the 40th AGM of the Company held on 29th July, 2022.

Mr. Amitabha Kumar Nag (DIN :-00117546), Non-Executive Non-Independent Director of the Company had resigned from the Board of Directors of the Company w.e.f 22nd August, 2022 due to personal reasons and other work-related commitments. The Board placed on record its deep sense of gratitude and sincere appreciation for the immense contribution made by Mr. Amitabha Kumar Nag towards the growth and development of your Company. Consequent to the resignation of Mr. Amitabha Kumar Nag w.e.f 22nd August, 2022, the Audit Committee, Nomination & Remuneration Committee and Stakeholder's Relationship Committee, where he was a member has been duly re-constituted details ofwhich are available in the Corporate Governance Section ofthe Annual Report.

Mr. Arup Kumar Banerj ee (DIN:-0033 6225), Executive Vice Chairman retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary details with regard to the re-appointment has been annexed in Annexure-A in compliance with Regulation 3 6(3) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) to the Notice convening the ensuing AGM.

Appropriate resolutions seeking the reappointment of director and requisite details as per Section 102 of the Companies Act, 2013 is appearing in the Notice convening the ensuing Annual General Meeting ofthe Company.

KEY MANAGERIAL PERSONNEL

Mr. Ritesh Agarwal, Company Secretary & Compliance Officer, has resigned as Company Secretary & Compliance Officer w.e.f 31st May, 2023. Mr. Kuntal Roy has been appointed as Company Secretary and Compliance Officer of the Company with effect from 1 st June, 2023 in place of Mr. Ritesh Agarwal.

Apart from the above, there is no other change in KMP ofthe Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25 of the Listing Regulations. The declarations were noted by the Board at its meeting held on 24s1 April, 2023. The Independent Directors of your Company have confirmed that they are independent of management and are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. Necessary confirmations were also taken from the afore-mentioned Independent Directors in compliance with Rule 6 Sub Rule 3 of the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 as amended thereto.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation") which include criteria for performance evaluation of non-executive directors and executive directors as laid down by the Nomination and Remuneration Committee and the Board of Directors ofthe Company.

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

According to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors was held on 16s' March, 2023, to review the performance of the NonIndependent Directors, Chairman and the Board as a whole.

In the Board meeting held dated 25th March, 2023, the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our company, the executive directors/KMP's/senior managerial employees make presentation to the Independent Directors about the company's strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and offices to familarise themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the Company.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a Director. The format of the letter of appointment is available at our website https://www.ifbagro.in.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) ofthe Companies Act 2013, your Directors state that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2023 and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein the Company's policy on Directors'/Key Managerial Personnel/other employee's appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs ofthe quality required to run the company successfully.

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

DEPOSITS

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

REMUNERATION RATIO 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 and Directors is given in Annexure I which forms part of this Report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of ' 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of ' 8.5 lacs or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the website ofthe Company, at www.ifbagro.com.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Board of Directors at its meeting dated 17th January, 2022 based on the recommendation of the Audit Committee has approved an investment of up to INR 40 crore (Rupees Forty Crore Only) in Equity Shares and/or Compulsorily Convertible Preference Shares (CCPS) of IFB Refrigeration Limited in one or more tranches. Based on the said approval, the Company had invested ' 40 crore in the Equity Shares/CCPS of IFB Refrigeration Limited as on 31st March, 2023.

The Board of Directors in its meeting dated 25th March, 2023 has approved further remittance of USD 500,000 as contribution towards Equity Capital in its Wholly Owned Subsidiary, IFB Agro Marine FZE. Details of Loans, Investments and Guarantees are given in Notes to Financial Statements.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is given in Annexure II which forms a part of this Report.

HUMAN RESOURCES

For the development of the human resources, number of training programmes were organized during the year. Internal personnel as well outside faculty members undertook these programmes. Your Company plans to organize more such training programmes for the overall development of its people. Total number of employees in the Company stood at 431 as on 31st March 2023.

PREVENTION OF SEXUAL HARASSMENT

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted an Internal Complaints Committee. The Company has complied with the provisions relating to the Constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Prevention of Sexual Harassment Policy is available on the company's website. All women employees were made aware of the Policy and the manner in which complaints could be lodged. During the year under review the Internal Complaints Committee (ICC) was reconstituted at the Board meeting dated 31st January, 2023. During the year the Committee has not received any complaint.

INSOLVENCY AND BANKRUPCY CODE

The Company has neither made any application nor any application is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial year is not applicable.

VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial institutions along with the reasons thereof is not applicable.

WEBSITE OF THE COMPANY

The Company maintains a website www. ifbagro. in where detailed information of the Company and its products are provided.

AUDIT COMMITTEE

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

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR), a Vigil Mechanism for Directors and employees to report genuine concerns have been established. During the year under review, all the Directors / employees / business associates/ vendors had access to the Chairman of the Audit Committee. The said policy may be referred to, at the Company's official website at the weblink: https://www.ifbagro.in/assets/pdf/Whistle_Blower_Policy.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has in place adequate internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. Further such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weaknesses in design or operation was observed. The Internal Financial Control systems and procedures and their effectiveness are reviewed and monitored on a regular basis.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company is listed with the BSE Limited and National Stock Exchange of India Limited and the Company has paid the Annual listing fee for the year 2023-24 to each of the said Exchanges. The Annual Custody/ issuer fee for the year 2023-24 has been p aid by the Comp any to NSDL and CDSL.

DEMATERIALISATION OF SHARES:

95.75% ofthe Company's paid up Equity Share Capital is in dematerialized form as on 31st March 2023 and balance 4.25% 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 Road, Kolkata- 700 019. The entire shareholding ofthe promoters' and promoters' group are in dematerialized form.

The paid-up share capital of the Company as at 31st March 2023 remained unchanged and it stood at ' 9,36,71,110. During the year under review the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Independent Directors and Executive Directors. The brief outline of the corporate social responsibility (CSR) policy ofthe Company and the initiative undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy as amended from time to time in accordance with MCA notification may be referred to, at the Company's official website at http://www. ifbagro. in.

Your Company has identified the activities and accordingly proj ects 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 ' 97.14 lakhs against the stipulated amount of ' 92.66 lakhs.

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company. The Board in its meeting held on 25th March, 2023, appointed Mr. S. K. Patnaik, partner of M/s Patnaik & Patnaik, Practising Company Secretary (Certificate of Practice No. 5699) as the Secretarial Auditor ofthe Company.

The Secretarial Auditors' Report for the financial year ending 31st March 2023 is given in Annexure IV, which forms part of this report.

Your Board has the pleasure in confirming that no qualification, reservation, adverse remark or disclaimer has been made by the Company Secretary in Practice in his Report issued to the members ofthe Company.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of IFB Agro Industries Limited at its meeting held on August 9, 2021 has adopted the Dividend Distribution Policy (the "Policy") pursuant to the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and the same is available at the Company's website i.e., www.ifbagro.in/assets/pdf/DIVIDEND DISTRIBUTION POLICY.pdf.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

Company had incorporated a Wholly Owned Subsidiary in the name and style of IFB Agro Marine(FZE), a limited liability Company in the Sharjah Airport International Free Zone, Sharjah, United Arab Emirates on 20th April, 2017. The purpose of setting up this entity is to establish a marketing and trading outfit to explore untapped markets in Middle East countries, Eastern Europe, CIS countries etc. for marine products.

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company have been prepared, which forms part of this Annual Report. Further, the report on the performance and financial position of the subsidiary in the prescribed form AOC-1 is annexed as Annexure V to this report.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction on which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Your directors draw attention of members to note 34 to the Standalone Financial Statements which set out related party disclosures pursuant to the requirements of IND-AS 24. As required under the Companies Act, 2013, the prescribed Form AOC-2 is annexed as Annexure VI to this report.

Your Company's Policy on Related Party Transactions, as adopted by your Board, can be accessed on the corporate website at https://www.ifbagro.in/assets/pdf/Policy on Related Party Transactions.pdf.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors' protection and maximizing long-term stakeholder's value. The certificate of the Auditors, M/s BSR & Co LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 which is given as Annexure- VII forms part of this Annual Report.

STATUTORY AUDITORS AND AUDIT REPORT

At the 37th Annual General Meeting held on 26th July, 2019 the shareholders of the company appointed M/s. BSR & Co. LLP (Firm Registration No.: 001076N/N500013), Chartered Accountants as the Auditors of the Company for a term of five consecutive years from the conclusion of 37th Annual General Meeting to the conclusion of 42nd Annual General Meeting. The requirement to place the matter relating to reappointment of auditors for ratification by Members at every AGM has been done away with the Companies(Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of reappointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) ofthe Act.

The Auditor's Report does not contain any qualifications, reservation or adverse remark or disclaimer, except that the back-up of the books of accounts and other relevant books and papers in electronic mode has not been kept on daily basis. The management has clarified to the Auditors that, the Company has been maintaining periodic backup and have initiated steps to maintain daily backup.

COSTRECORDS

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) ofthe Companies Act, 2013 SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Customers and Stakeholders for their continued support.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees ofthe 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 within the meaning of applicable securities laws & regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operation include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their costs, changes in government policies and tax laws.