Directors Report of IFB Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting before you the 49th Annual Report of the Company together with the Audited
Financial Statements of the Company for the year ended 31 March 2025.

FINANCIAL RESULTS

The performance during the period ended 31 March 2025 has been as under:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total revenue	4977.19	4343.99	5,126.89	4470.21
Profit before depreciation/amortisation, finance costs and tax	324.61	240.22	319.29	225.28
Less: Finance costs
- Finance cost on financial liabilities measured at amortised cost	5.38	10.32	5.39	10.33
- Other finance cost	18.53	17.39	18.58	17.57
Less: Depreciation and amortization	129.44	122.15	131.87	124.39
Profit /(Loss) before Tax prior to share of income and loss of an associate	171.26	90.36	181.74	97.15
Share of Loss of an associate	-	-	(18.29)	(24.16)
Profit /(Loss) before Tax	171.26	90.36	163.45	72.99
Less: Current tax	49.82	17.41	51.89	18.55
Less: Current tax relating to earlier period	(1.83)	0.01	(1.83)	0.22
Less: Deferred tax (net)	(5.52)	4.06	(5.52)	4.06
Profit/(loss) after tax	128.79	68.88	118.91	50.36
Other comprehensive income/(loss)
Items that will not to be classified to profit or loss - - Re measurements of defined benefit plan - Share of OCI in Associates and Joint Venture - Income tax relating to items that will not be reclassified to profit or loss
	4.00	0.89	4.00	0.89
	-	-	(0.05)	(0.23)
	(1.00)	(0.22)	(1.00)	(0.02)
Items that will be reclassified to profit or loss - - Exchange differences in translating the financial statements of foreign operations - Income tax relating to items that will be reclassified to profit or loss
			2.52	(0.66)
Other comprehensive income/(loss)	3.00	0.67	5.47	(0.22)
Total comprehensive income for the year	131.79	69.55	124.38	50.14

Consolidated figure includes standalone figure and figure of Global Appliances & Automotive Limited (GAAL), a wholly
owned subsidiary company, Thai Automotive and Appliances Pte. Ltd. (TAAL), a step-down subsidiary company, and
IFB Refrigeration Limited, an Associate Company.

OPERATIONS - Standalone

Your company completed year 2024-25 with moderate
increase of 14.58 % on revenue terms, and earned PBT of
'' 171.26 Crores. The net revenue from operations grew by
14.63 % to '' 4,942.28 Crores. The profit before depreciation,
finance cost and tax as compared to last year increased by
35.13% to '' 324.61 Crores.

OPERATIONS - Consolidated

Net Revenue from operations on consolidated basis increased
by 14.73% to '' 5091.71 Crores. Profit before depreciation,
finance cost and tax on consolidated basis as compared to
last year increased by 41.73% to '' 319.29 Crores.

DIVIDEND

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

TRANSFER TO RESERVE

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

CHANGE IN THE NATURE OF BUSINESS OF THE
COMPANY

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

CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION

Your Company has taken adequate steps to adhere to all
the stipulations laid down in LODR Regulations. A report
on Corporate Governance is included as a part of this
Annual Report. Certificate from the Secretarial Auditors of
the company M/s. Patnaik & Patnaik, Company Secretaries
(Firm Registration No. P2017WB064500), confirming the
compliance with the conditions of Corporate Governance as
stipulated under LODR Regulations is included as a part of
this report.

LISTING WITH STOCK EXCHANGES

The Company''s Equity shares are listed on National Stock
Exchanges of India Limited and BSE Limited. Applicable
annual listing fee has already been paid to the respective
stock exchanges for the financial year 2025-26.

The Equity shares of the Company have been voluntarily
delisted from The Calcutta Stock Exchange Limited with
effect from 18th March, 2025, since there was no trading of
shares due to absence of nationwide trading terminals.

DEMATERIALISATION OF SHARES

98.47% of the company''s paid-up Equity Share Capital is
in dematerialized form as on 31 March, 2025 and balance
1.53% is in physical form. The Company''s Registrars is M/s
C.B. Management Services Pvt. Ltd., having their Corporate
Office at Rasoi Court, 5th Floor, 20, R.N. Mukherjee Road,
Kolkata-700 001.The entire shareholding of the promoters''
and promoters'' group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met seven times during the
financial year from 01 April 2024 to 31 March 2025. The dates
on which the meetings were held are as follows:

20 April 2024, 28 May 2024, 27 July 2024, 27 September 2024,
26 October 2024, 28 January 2025 and 26 March 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

As on March 31, 2025, the Company has eleven
Directors of which seven are Non-Executive Directors
(including one women Directors). The Company has Six
Independent Directors (including one woman Independent
Director).

Mr. C.S. Govindaraj (DIN: 10149022), was appointed as
an Executive Director - Manufacturing, HAD Division
of the Company for a period of three years with effect
from 26 October 2024 and the same was approved by the
shareholders of the company by passing of resolution
through postal ballot on 22nd January, 2025.

Mrs. Sreedevi Pillai (DIN: 08944944) was appointed as
an Independent Director of the Company by the Board
of Directors it its meeting dated 28th January, 2025 for a
term of one year. Her appointment was approved by the
shareholders of the Company through postal ballot on 23rd
April, 2025.

Mr. P. H. Narayanan (DIN: 10158148), retires by rotation and
being eligible offers himself for reappointment.

Mr. Amar Singh Negi (DIN:008941850), retires by rotation
and being eligible offers himself for reappointment.

Based on the recommendation of Nomination and
Remuneration Committee ("NRC"), and in terms of the
provisions of the Act, the Board of Directors at its meeting
held on May 28, 2025 :

a. Re-appointed Mr. Amar Singh Negi (DIN:08941850)
as the Whole-time Director designated as Executive
Director - Service Business Head for a term of five
years commencing from October 30, 2025 to October 29,
2030, subject to approval of the Members at the ensuing
Annual General Meeting ("AGM"). A resolution seeking
Member''s approval for his re-appointment forms part
of the Notice for the ensuing AGM.

b. Approved the continuation of the Office of Mr. Biswadip
Gupta, (DIN: 00048258) Independent Director, who was
appointed by the members by way of passing of special
resolution through postal ballot on 25th March, 2022 for
a period of 4 years w.e.f. 10th February, 2022. He will
attain the age of 75 years on 25th December, 2025. In
terms of Regulation 17(1A) of SEBI Listing Regulations
as amended the consent of members by way of special
resolution is sought for continuation of directorship of
Mr. Gupta, beyond the age of 75 years till the expiry of
his term till 9th February, 2026.

Resolutions seeking Member''s approval for re-appointment
of Mr Negi as an Executive Director - Service Business Head
and continuation of Mr Gupta as an Independent Director of
the Company beyond the age of 75 years forms part of the
Notice for the ensuing AGM.

Dr. Rathindra Nath Mitra (DIN: 01071347), Independent
Director passed away on 28th June 2024. The Board took
note of the sad demise and take on record its deep sense of
appreciation for the services rendered by him.

Mr. Raj Shankar Ray (DIN: 03498696), resigned from the post
of Managing Director - HAD Business w.e.f. 12th October,
2024. Ms. Sangeeta Sumesh (DIN: 7080379), Independent
Director of the Company resigned on 29th January, 2025
due to completion of her second term of appointment
as Independent Director. The Board places on record its
appreciation for their invaluable contribution and guidance
provided to the Company.

Mr. Soumitra Goswami, who was appointed as Interim
CFO from 1st April 2024, was elevated to CFO position on
26th October, 2024.

Brief particulars and expertise of the director seeking re¬
appointment together with their other Directorship and
Committee membership have been given in the annexure to
the notice of the Annual General Meeting.

Apart from the above, there is no other change in the
Director(s)/ KMP of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for
the year ended 31st March 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures;

b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year and
of the profit of the company for the same period;

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration
that each of them meets the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 along

with Rules framed thereunder and Regulation 16(1)(b) of the
SEBI LODR Regulations. In the opinion of the Board there
has been no change in the circumstances affecting their status
as independent directors of the Company. The Independent
Directors have also confirmed the compliance pertaining
to their enrolment with the databank of the independent
directors maintained by The Institute of Corporate Affairs
in terms of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. The declaration was
placed and noted by the Board in its meeting held on 28th
May, 2025.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been
formulated pursuant to the provisions of Section 178 and
other applicable provisions of the Companies Act, 2013
and rules there to and Regulation 19 of SEBI (LODR)
Regulation 2015 stating therein the Company''s policy on
Directors/ Key Managerial Personnel/ other employees''
appointment and remuneration by the Nomination and
Remuneration Committee and approved by the Board of
Directors. The said policy may be referred to on company''s
website at www.ifeindustries.com/Legal/Policies. 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 of the quality
required to run the company successfully; Relationship
between remuneration and performance is clear and meets
appropriate performance benchmarks.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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

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

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

In a separate meeting of Independent Directors, performance
of Non-Independent Directors, the Board as a whole and
Chairman of the Company was evaluated, taking into

account the views of executive directors and non-executive
Directors.

Nomination and Remuneration Committee also in a separate
meeting reviewed the performance of the individual
directors and the Board as a whole. In the Board meeting
the performance of the Board, its committees, and individual
Directors were also discussed.

AUDIT COMMITTEE

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

AUDITORS'' REPORT

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

The Secretarial Auditor''s Report for the year under review
does not contain any qualification, reservation, or adverse
remark. The Secretarial Auditor''s Report submitted by
Company Secretary in Practice is appended as Annexure-A,
which forms part of this report. The observations of the
Secretarial Auditor are self-explanatory in nature and does
not call for any further explanation.

During the year under review, the statutory auditor and the
secretarial auditor have not reported any instance of fraud
committed in the Company by its officers or employees.

STATUTORY AUDITORS

At 48th Annual General Meeting held on 29 July 2024
the shareholders of the company appointed M/s. Price
Waterhouse & Co Chartered Accountants LLP (Firm
Registration No.:304026E/E-300009) as Statutory Auditors of
the company for a period of five years from the conclusion
of 48th Annual General Meeting of the company to
the conclusion of 53rd Annual General Meeting of the
company.

COST AUDITORS

Your Board has appointed M/s Shome & Banerjee, Cost
Accountants as Cost Auditors of the Company for conducting
cost audit for the financial year 2025-26. Accordingly, a
resolution seeking approval of the members for ratifying

the remuneration payable to the Cost Auditors for Financial
Year 2025-26 is provided in the Notice to the ensuing Annual
General Meeting.

COSTRECORDS

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

SECRETARIAL AUDIT

In accordance with Section 204 of the Companies Act 2013,
read with the rules framed thereunder, and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), every listed
entity is required to undertake Secretarial Audit by a Peer
Reviewed Secretarial Auditor who shall be appointed by the
Members of the Company, on the recommendation of the
Board of Directors, for a period of five consecutive years.

Based on the recommendation of the Audit Committee,
the Board, at its Meeting held on May 28, 2025, subject to
the approval of the Members of the Company, approved
appointment of M/s. Patnaik and Patnaik, Company
Secretaries (Firm Registration No. P2017WB064500), as the
Secretarial Auditors of the Company, for a term of five (5)
consecutive years, to hold office of the Secretarial Auditor
from the Financial Year 2025-26 upto Financial Year 2029-30.
Accordingly, a resolution seeking approval of the members
for the appointment of Secretarial Auditor for the Financial
Year 2025-26 to 2029-30 is provided in the Notice to the
ensuing Annual General Meeting.

SECRETARIAL STANDARDS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies

Act, 2013, the Board of Directors of your Company
constituted a CSR Committee. The Committee comprises
independent director, non-executive director and executive
director. CSR Committee of the Board has developed a
CSR Policy which has been uploaded on the website of
the Company at www.iftindustries.com Your company
has identified the activities covering mainly relating to (a)
Promoting education, (b) Promoting Health Care and (c)
skill development programme in line with the CSR policy
of the Company. The company made an expenditure of
'' 17.96 lakhs against the budgeted amount of ? 16.96 lakhs.
The complete disclosure on CSR activities in terms of Rule
8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is appended as Annexure-C, which forms part
of this report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established.
The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.iftindustries.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered by the
company during the financial year with related parties
were in ordinary course of business and on an arm''s length
basis. During the year, the company has 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, which is required to be reported in Form No.
AOC-2 in terms of Section 134(3)(h) read with Section 188 of
the Act. The policy on materiality of related party transaction
and on dealing with related party transaction as approved
by the board may accessed on company''s website at www.
iftindustries.com. There were no material significant related
party transactions which could have potential conflict
with interest of the Company at large. Your directors draw
attention of members to note 37 to the Financial Statements
which set out related party disclosures. As required under
the Companies Act, 2013, the prescribed Form AOC-2 is
appended as Annexure - D to the Board''s report.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the
Act read with Companies (Management and Administration)

Amendment Rules, 2020, the Annual Return for FY 2024-25
in the prescribed format has been placed at the Company''s
website at www.iftindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

The information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure-E, which forms part
of this report.

The number of permanent employees on the role of the
Company as on 31 March 2025 is 2409.

The statement containing the name of top ten employees in
terms of remuneration drawn and 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 lakhs or more per month, as required
under Section 197(12) of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forming part of this
report and is available on the website of the Company, at
www.iftindustries.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 email id:
[e-mail].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In conformance to the requirements of the clause (f) of sub¬
regulation (2) of regulation 34 of Securities and Exchange
Board of India (SEBI) Listing Regulations, the Business
Responsibility and Sustainability Report for financial year
2024-2025 is appended as Annexure-F, which forms part of
this report.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of IFB Industries Limited at its
meeting held on May 29, 2018 has adopted this Dividend

Distribution Policy (the "Policy") as required by Regulation
43A of the LODR Regulations is available at your Company
website at www.iftindustries.com.

DEPOSITS

During the year under review, your company has not
accepted any deposits from the public/members u/s 73 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules during the year. There is no deposit
outstanding as on date.

SHARE CAPITAL

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There has been no significant and material orders passed
by the Regulators/ Courts/ Tribunals which would impact
the going concerns status of the Company and its future
operations.

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

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

On 6th November 2024, CRISIL rating has reaffirmed the
"CRISIL AA - / Stable" (pronounced as CRISIL double A
minus rating) for long term debts and "CRISIL A1 for short
term debts.

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

As per the requirement of Sexual Harassment of Women
at workplace (Prevention, Prohibition & Redressal) Act,
2013, your Company has in place a Policy for Prevention of
Sexual Harassment of Women at Work Place and constituted
Internal Complaints Committees. No complaint has
been raised during the year ended 31 March, 2025 and
there is no complaint pending unresolved as on 31 March,
2025.

DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY

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

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

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

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

FAMILARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

To familiarize the Independent Directors with the strategy,
operations and functions of your company, the executive
directors/ senior managerial employees make presentation
to the Independent Directors about the company''s strategy,
operations, product and service offerings, markets, finance,
quality etc. Independent Directors are also visiting factories
and branch offices to familiarise 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 the Company website at www.iftmdustries.
com.

INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 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
banks on financial institutions along with the reason thereof,
is not applicable.

SUBSIDIARY / ASSOCIATE COMPANIES

IFB Industries Limited, has one wholly owned subsidiary
company Global Automotive & Appliances Pte Ltd. (GAAL),
one step down subsidiary Thai Automotive and Appliances
Ltd. (TAAL) and one Associate company IFB Refrigeration
Limited (IFBRL).

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

GAAL acts as a special purpose vehicle for further investment
in TAAL. GAAL is also engaged in trading of Electronics
Parts and semiconductors and other commodities. TAAL is
engaged in the business of Fine Blanking and Conventional
Blanking and its acquisition helps IFB to consolidate its
position in similar type of business in Thailand.

GAAL

During the year under review, GAAL has achieved a revenue
of US$ 10.07 million which is a 27.31 % growth as compared
to 7.91 million US $ achieved during 2023-24. During the
year the company made a PBT of US$ 1.08 million which is
10.73% of revenue as compared to US$ 0.81 million which is
10.23 % of revenue, achieved during 2023-24.

TAAL

During the year under review, TAAL has achieved a turnover
of 273.69 million THB, which is a 1.88 % growth as compared
to 268.65 million THB achieved during 2023-24. During the
year the company registered a profit of 7.04 million THB at
PBT level which was 264.66% higher as compared to a profit
of 2.66 million made during 2023-24.

IFBRL

During FY 2022-23, your Company invested an amount of
'' 97 crores (Rupees Ninety-Seven Crores Only) in Equity
shares of IFBRL. Your Company''s shareholding in IFBRL as
on 31.03.2025 comes to 41.40%.

During the year under review IFBRL has achieved a turnover
of '' 352.03 crs, which is 118.83% growth as compared to
'' 160.87 crs achieved during the year 2023-24. During the
year the company reported a loss of '' 44.17 crs, which was ''
15.36 crs lower than the loss of '' 59.53 crs made during the
year 2023-24. IFBRL has turned positive at PBDIT level since
Feb, 25 riding on gradual increase in volume. The company
plans to increase its shareholding in IFBRL during the year
2025-26.

Consolidated financial statements of the company and
its subsidiaries and Associate have been prepared in
accordance with Section 129(3) of the Companies Act,
2013. Further, the report on the performance and financial
position of the subsidiary companies in the prescribed form
AOC-1 is appended as Annexure-G, which forms part of
this report.

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

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to
various departments of the Central and State Government,
Bankers, Customers and Shareholders for their continued
support. The Directors wish to place on record their
appreciation for the dedicated efforts put in by the
Employees of the Company at all level.

For and on behalf of the Board of Directors
Bikramjit Nag

Place : Kolkata (DIN: 00827155)

Date : 28th May 2025 Chairman

---

Mar 31, 2024

The Directors have pleasure in presenting before you the forty-eighth Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31 March 2024.

FINANCIAL RESULTS

The performance during the period ended 31 March 2024 has been as under:

Rs. in Crores
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total revenue	4343.99	4126.25	4470.21	4217.74
Profit before depreciation/amortisation, finance costs and tax	240.22	182.99	225.28	183.12
Less: Finance costs
- Finance cost on financial liabilities measured at amortised cost	10.32	13.83	10.33	13.85
- Other finance cost	17.39	15.32	17.57	15.59
Less: Depreciation and amortization	122.15	119.44	124.39	121.50
Profit /(Loss) before Tax	90.36	34.40	72.99	32.18
Less: Current tax	17.42	0.26	18.57	0.34
Less: Deferred tax (net)	4.06	16.90	4.06	16.90
Profit/(loss) after tax	68.88	17.24	50.36	14.94
Other comprehensive income / (loss)
Items that will not to be classified to profit or loss -
- Re measurements of defined benefit plan	0.89	2.85	0.66	2.85
- Income tax relating to items that will not be reclassified to profit or loss	(0.22)	(0.72)	(0.22)	(0.72)
Items that will reclassified to profit or loss -
- Exchange differences in translating the financial statements of foreign operations			(0.66)	2.14
- Income tax relating to items that will be reclassified to profit or loss
Other comprehensive income/(loss)	0.67	2.13	(0.22)	4.27
Total comprehensive income for the year	69.55	19.37	50.14	19.21

Consolidated figure includes standalone figure and figure of Global Appliances & Automotive Limited (GAAL), a wholly owned subsidiary company, Thai Automotive and Appliances Pte. Ltd. (TAAL), a step-down subsidiary company, and IFB Refrigeration Limited, an Associate Company.

OPERATIONS - Standalone

Your company completed year 2023-24 on a marginal increase of 5.28 % on revenue terms, and earned PBT of Rs. 90.36 Crores. The net revenue from operations grew by

5.06 % to Rs. 4311.68 Crores. The profit before depreciation, finance cost and tax as compared to last year increased by 31.27% to Rs. 240.22 Crores. Increase in PBDIT is largely on account of reduction in material cost.

OPERATIONS - Consolidated

Net revenue from operations on consolidated basis increased by 5.79% to Rs. 4437.84 Crores. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year increased by 23.02% to Rs. 225.28 Crores.

DIVIDEND

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

TRANSFER TO RESERVE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has always taken adequate steps to adhere to all the stipulations laid down in LODR Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 302009E), confirming the compliance with the conditions of Corporate Governance as stipulated under LODR Regulations, 2015 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 2024-25 to NSE, BSE & CSE where the Company''s Shares are listed. The company applied for delisting of its shares from CSE which is pending before them.

DEMATERIALISATION OF SHARES

98.43% of the company''s paid-up Equity Share Capital is in dematerialized form as on 31 March, 2024 and balance 1.57% is in physical form. The Company''s Registrars is M/s. C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata - 700 019. The entire shareholding of the promoters'' and promoters'' group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met eight times during the financial year from 01 April 2023 to 31 March 2024. The dates on which the meetings were held are as follows :

24 April 2023, 27 May 2023, 28 July 2023, 02 November

2023, 15 January 2024, 25 January 2024, 1 February 2024 and 30 March 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Bijon Bhushan Nag (DIN: 00756995), Founder and Chairman of the Company passed away on 28th January,

2024.

Mr. P. H. Narayanan (DIN: 10158148) was appointed as Managing Director - Engineering Division of the Company for a period of three years with effect from 23rd November, 2023 and the same was approved by the shareholders of the company through Postal Ballot.

Mr. Bikramjit Nag (DIN: 00827155), was redesignated and appointed as Chairman of the company with effect from 1st February, 2024 till 31st October, 2027 and the same was approved by the shareholders of the Company through Postal Ballot.

Mr. Prabir Chatterjee (DIN: 02662511), Director & CFO retired w.e.f. 1st April, 2024.

Mr. Harsh Sachdev (DIN: 06385288), had resigned as MD & CEO - Engineering Division with effect from 24th July, 2023. Mr. Rajshankar Ray (DIN: 03498696) retires by rotation and being eligible offers himself for reappointment.

Mr. Sudip Banerjee (DIN: 05245757) retires by rotation and being eligible offers himself for reappointment.

Mr. Soumitra Goswami has been appointed as Interim CFO w.e.f 1st April 2024.

Mr. Ritesh Agarwal appointed as Company Secretary and Compliance Officer of the company w.e.f. 1st June 2023. Brief particulars and expertise of the director seeking reappointment together with their other Directorship and Committee membership have been given in the annexure to the notice of the Annual General Meeting.

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors have also confirmed the compliance pertaining to their enrolment with the databank of the independent directors maintained by The Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 28th May, 2024.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of SEBI (LODR) Regulation 2015 stating therein the Company''s policy on Directors/ Key Managerial Personnel/ other employees''

appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to on company''s website at www.ifeindustries.com/Legal/Policies. 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 of the quality required to run the company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI LODR Regulations, 2015.

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

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

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

Nomination and Remuneration Committee also in a separate meeting reviewed the performance of the individual Directors and the Board as a whole. In the Board meeting the performance of the Board, its committees, and individual Directors were also discussed.

AUDIT COMMITTEE

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

AUDITORS'' REPORT

The notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further explanation. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act,

therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

STATUTORY AUDITORS

At 43rd Annual General Meeting held on 26 July 2019 the shareholders of the company reappointed M/s. Deloitte Haskins & Sells (Firm Registration No.: 302009E), Chartered Accountants as the Auditors of the Company for the second term of five consecutive years from the conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting. As the 2nd term of appointment of M/s. Deloitte Haskins & Sells will be completed with the conclusion of 48th Annual General Meeting of the Company, it is proposed to appoint M/s. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No.: 304026E/ E-300009)as Statutory Auditors of the company for a period of five years from the conclusion of 48th Annual General Meeting of the company till the conclusion of 53rd Annual General Meeting of the company. Accordingly, a resolution seeking approval of members for above appointment of Statutory Auditors is provided in the Notice to the ensuing Annual General Meeting.

COST AUDITORS

Your Board has appointed M/s. Shome & Banerjee, Cost Accountants as Cost Auditors of the Company for conducting cost audit for the financial year 2024-25. Accordingly, a resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for Financial Year 2024-25 is provided in the Notice to the ensuing Annual General Meeting.

COSTRECORDS

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

SECRETARIAL AUDIT

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 April 2014 by a Company Secretary in Practice. The board in its meeting held on 30 March 2024 appointed Mr. Sankar Kumar Patnaik, Practising Company Secretary (Certificate of Practice no. 7177) as the Secretarial Auditor for the financial year ended 31 March 2024.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the

Secretarial Audit Report submitted by Company Secretary in Practice is appended as Annexure-A, which forms part of this report. The observations of the Secretarial Auditor are self-explanatory in nature and does not call for any further explanation.

SECRETARIAL STANDARDS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company constituted a CSR Committee. The Committee comprises independent director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which has been uploaded on the website of the Company at www.iftindustries.com. Your company has identified the activities covering mainly relating to (a) Promoting Education, (b) Promoting Health Care and (c) Skill Development Programme in line with the CSR policy of the Company. The company made an expenditure of Rs. 39.37 lacs against the budgeted amount of Rs. 27.64 lacs. The complete disclosure on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-C, which forms part of this report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.iftindustries.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the

company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. During the year, the company has 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, which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act. The policy on materiality of related party transaction and on dealing with related party transaction as approved by the board may accessed on company''s website at www. iftindustries.com. There were no material significant related party transactions which could have potential conflict with interest of the Company at large.Your directors draw attention of members to note 37 to the Financial Statements which set out related party disclosures.As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure - D, which forms part of this report.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies (Management and Administration) Amendment Rules, 2020, the Annual Return for FY 2023-24 in the prescribed format has been placed at the Company''s website at www.iftindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-E, which forms part of this report.

The number of permanent employees on the role of the Company as on 31 March 2024 is 2435.

The statement showing the name of top ten employees in terms of remuneration drawn and other particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of

remuneration of Rs. 8.5 lacs or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the website of the Company, at www.iftindustries.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 email id: [e-mail].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In conformance to the requirements of the clause (f) of subregulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility and Sustainability Report for financial year 2023-2024 is appended as Annexure-F, which forms part of this report.

DIVIDEND DISTRIBUTION POLICY

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

DEPOSITS

During the year under review, your company has not accepted any deposits from the public/members u/s 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules during the year. There is no deposit outstanding as on date.

SHARE CAPITAL

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE

END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

However, on 14th May 24, CRISIL rating has reaffirmed the "CRISIL AA - / Stable" (pronounced as CRISIL double A minus rating) for long term debts & revised the outlook from "Negative" to "Stable".

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

As per the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted Internal Complaints Committees. No compliant has been raised during the year ended 31 March, 2024.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

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

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

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

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of your company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company''s strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch offices to familiarise 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 the Company website at www.iftmdustries. com.

INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review :

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• There was no instance of any settlement with any Bank or Financial Institution.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

SUBSIDIARY / ASSOCIATE COMPANIES

IFB Industries Limited, has one wholly owned subsidiary company Global Automotive & Appliances Pte Ltd. (GAAL), one step down subsidiary Thai Automotive and Appliances Ltd. ( TAAL) and one Associate company IFB Refrigeration Limited.

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

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

GAAL

During the year under review, GAAL has achieved a revenue of US$ 7.91. million which is a 46% growth as compared to 5.41 million US $ achieved during 2022-23. During the year the company made a PBT of US$ 0.82 million which is 10.23% of revenue as compared to US$ 0.11 million which is 1.98% of revenue, achieved during 2022-23.

TAAL

During the year under review, TAAL has achieved turnover of 268.65 million THB, which is a 26% growth as compared to 213.13 million THB achieved during 2022-23. During the year the company registered a profit of 2.66 million THB at PBT level as compared to a loss of 2.19 million made during 2022-23.

IFB Refrigeration Limited

During FY 2022-23, your Company invested an amount of INR 97 crores (Rupees Ninety-Seven Crores Only) in Equity shares of IFB Refrigeration Limited. Your Company''s

shareholding in IFB Refrigeration Limited as on 31st March, 2024 comes to 41.40%.

Consolidated financial statements of the company and its subsidiaries and Associate have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, the report on the performance and financial position of the subsidiary companies in the prescribed form AOC-1 is appended as Annexure-G, which forms part of this report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the company and financial statement of the subsidiary companies will be available on our website www.iftindustries.com. These documents will also be available for inspection during business hours at the corporate office of company.

ACKNOWLEDGEMENT:

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

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all level.

---

Mar 31, 2023

The Directors have pleasure in presenting before you the forty seventh Annual Report of the Company together with the Audited Financial Statements of the Company for the Financial year ended 31 March 2023.

FINANCIAL RESULTS

The performance during the period ended 31 March 2023 has been as under :

Rs. in Crores
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total revenue	4126.25	3357.14	4217.74	3433.47
Profit before depreciation / amortisation, finance costs and tax & share of loss of an associate	182.99	68.19	185.53	73.55
Less : Finance costs
- Interest on discounting of lease liabilities and warranty Provision	15.11	13.82	15.11	13.82
- Other finance cost	14.04	17.64	14.33	17.94
Less : Depreciation and amortization	119.44	113.45	121.50	115.45
Share of loss of an associate	-	-	(2.41)	-
Profit / (Loss) before Tax	34.40	(76.72)	32.18	(73.66)
Less : Current Tax	0.26	( 3.41 )	0.34	(3.40)
Less : Deferred Tax	16.90	(22.10)	16.90	(22.10)
Profit / (Loss) after tax	17.24	( 51.21 )	14.94	(48.16)
Other comprehensive income / (loss)
Items that will not to be classified to profit or loss -
- Re measurements of defined benefit plan	2.85	0.97	2.85	0.97
- Income tax relating to items that will not be reclassified to profit or loss	(0.72)	(0.34)	(0.72)	(0.34)
Items that will be reclassified to profit or loss -
- Exchange differences in translating the financial statements of foreign operations			2.14	(0.09)
- Income tax relating to items that will be reclassified to profit or loss
Other comprehensive income/(loss)	2.13	0.63	4.27	0.54
Total comprehensive income for the year	19.37	(50.58)	19.21	(47.62)
- Owners of the parents	-	-	19.21	(47.62)
- Non-controlling interests	-	-	-	-

Consolidated figure includes standalone figure and figure of Global Appliances & Automotive Limited (GAAL), a wholly owned subsidiary company, Thai Automotive and Appliances Pte. Ltd. ( TAAL), a step-down subsidiary company, and IFB Refrigeration Limited, an Associate Company.

OPERATIONS - Standalone

Your company completed the financial year 2022-23 on a moderate growth of 22.9 % on revenue terms, and earned PBT of Rs. 34.40 Crores. The Net revenue from operations grew by 22.9% to Rs. 4,104.05 Crores. The profit before depreciation, finance cost and tax as compared to last year

increased by 168.4% to Rs. 182.99 Crores. The budgeted level of margin could not be achieved largely on account of hike in material cost, employee costs and achieving lower number as compared to plan.

OPERATIONS - Consolidated

Net Revenue from operations on consolidated basis increased by 22.8% to Rs. 4,194.99 Crores. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year increased by 149.0% to Rs. 183.12 Crores.

DIVIDEND

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

TRANSFER TO RESERVE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has always taken adequate steps to adhere to all the stipulations laid down in SEBI LODR, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Deloitte Haskins & Sells, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI LODR, 2015 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 2023-24 to NSE, BSE & CSE where the Company''s Shares are listed. The company applied for

delisting of its shares from CSE which is pending before them.

DEMATERIALISATION OF SHARES

98.27% of the company''s paid up Equity Share Capital is in dematerialized form as on 31 March, 2023 and balance 1.73% is in physical form. The Company''s Registrars is M/s C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata- 700 019. The entire shareholding of the promoters'' and promoters'' group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met eight times during the financial year from 01 April 2022 to 31 March 2023. The dates on which the meetings were held are as follows :

28 May 2022, 28 July 2022, 16 August 2022, 28 October 2022, 14 November 2022, 12 December 2022, 30 January 2023 and 24 March 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Amar Singh Negi (DIN 08941850), Executive Director and Service Business Head, retires by rotation and being eligible offers himself for reappointment.

Mr. Prabir Chatterjee (DIN 02662511), Director and CFO, retires by rotation and being eligible offers himself for reappointment.

Mr. Chacko Joseph (DIN 07528693) an Independent Director of was re-appointed for second term of five consecutive years with effect from 2 November 2022 and the same was approved by the shareholders at the 46th AGM of the Company held on 29 July, 2022.

Mr. Bijon Bhushan Nag (DIN 00756995), Chairman of the Company was re-appointed for a further period of two years w.e.f 1 June, 2022 and the same was approved by the shareholders at the 46th AGM of the Company held on 29 July, 2022.

Mr. Bikramjit Nag (DIN 00827155), Joint Executive Chairman and Managing Director of the Company was re-appointed for a further period of 5 (Five) years, with effect from 01.11.2022, passed by shareholders of the Company through Postal Ballot dated 7th December, 2022.

Mr. Harsh Vardhan Sachdev, Managing Director and CEO of Engineering Division tendered his resignation and he will cease to be a director w.e.f. 24th July, 2023.

Brief particulars and expertise of the director seeking reappointment together with their other Directorship and Committee membership have been given in the annexure to the notice of the Annual General Meeting in accordance with the requirement of SEBI (LODR) Regulations, 2015.

Mr. Ritesh Agarwal has been appointed as Company Secretary and Compliance Officer of the Company with effect from 1st June, 2023 in place of Mr. Goutam Ray Chowdhury.

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the year ended 31 March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the

opinion of the Board there has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors have also confirmed the compliance pertaining to their enrolment with the databank of the independent directors maintained by The Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 27th May, 2023.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of SEBI LODR, 2015 stating therein the Company''s policy on Directors/ Key Managerial Personnel/ other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to on company''s website at www.ifeindustries.com/ Legal/Policies. 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 of the quality required to run the company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks;

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI LODR.

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

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

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

Nomination and Remuneration Committee in its meeting reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting dated 27th May, 2023, the performance of the Board, its committees, and individual Directors were discussed.

AUDIT COMMITTEE

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

AUDITORS'' REPORT

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

STATUTORY AUDITORS

At 43rd Annual General Meeting held on 26 July 2019 the shareholders of the company reappointed M/s. Deloitte Haskins & Sells (Firm Registration No.: 302009E), Chartered Accountants as the Auditors of the Company for the second term of five consecutive years from the conclusion of 43rd Annual General Meeting to the conclusion of 48th Annual General Meeting. The requirement to place the matter relating to reappointment of auditors for ratification by Members at every Annual General Meeting has been done away by the Companies (Amendment) Act, 2017 with effect from 7 May 2018. Accordingly, no resolution is being proposed for ratification of reappointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

COST AUDITORS

Your Board has appointed M/s Shome & Banerjee, Cost Accountants as Cost Auditors of the Company for conducting cost audit for the financial year 2023-24. Accordingly, a resolution seeking approval of the members for ratifying the remuneration payable to Cost Auditors for financial year 2023-24 is provided in the Notice to the ensuing Annual General Meeting.

COST RECORDS

The Cost accounts and records as required to be maintained

under Section 148(1) of the Act, are duly made and maintained by the Company.

SECRETARIAL AUDIT

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 April 2014 by a Company Secretary in practice. The board in its meeting held on 24 March 2023 appointed Mr. Sankar Kumar Patnaik, Practising Company Secretary ( Certificate of Practice no 7177) as the Secretarial Auditor for the financial year ended 31 March 2023.

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

SECRETARIAL STANDARDS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company constituted a CSR Committee. The Committee comprises independent director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which has been uploaded on the website of the Company at www.iftindustries.com. Your company has identified the activities covering mainly relating to (a) Promoting education, (b) Promoting Health Care and (c) skill development programme in line with the CSR policy of the Company. The company made an expenditure of Rs. 42.45 lacs against the budgeted amount

of Rs 33.64 lacs. The complete disclosure on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - C, which forms part of this report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.iftindustries.com.

During the year under review all the directors, employees, business associates, vendors has access to the Chairman of the Audit Committee.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction on which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act. The policy on materiality of related party transaction and on dealing with related party transaction as approved by the board may be accessed on company''s website at the link www.iftindustries.com. 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 37 to the Financial Statements which set out related party disclosures. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure - D which forms part of this report.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies (Management and Administration) Amendment Rules, 2020, the Annual Return for FY 2022-23 in the prescribed format has been placed at the Company''s website at www.iftindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, your Company has invested an amount of Rs. 97 Crores (Rupees Ninety-Seven Crores Only) in the

Equity shares of IFB Refrigeration Limited.

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

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

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

The number of permanent employees on the role of the company as on 31 March 2023 is 2653.

The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs.1.02 Crores or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lacs or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the website of the Company, at www.iftindustries.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 email Id [e-mail].

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In conformance to the requirements of the clause (f) of subregulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility and Sustainability Report for Financial Year 2022-2023 is appended as Annexure - F which forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

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

DEPOSITS

During the year under review, your company has not accepted any deposit from the public / members u/s 73 of the

Companies Act 2013 read with the Companies ( Acceptance of Deposits) Rules during the year. There is no deposit outstanding as on date.

SHARE CAPITAL

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concerns status of the Company and its future operations.

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

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

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

As per the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted Internal Complaints Committees. No compliant has been raised during the year ended 31 March, 2023.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

Risk management is the process of minimizing or mitigating the risk. It starts with the identification and evaluation of risk followed by optimal use of resources to monitor and minimize the same. The company is exposed to several risks. They can be categorized as operational risk and strategic risk. The company has taken several mitigating

actions, applied many strategies and introduced control and reporting systems to reduce and mitigate those risks. Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique/ relatively high-risk profiles.

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

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company''s strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch 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 www.iftindustries.com.

INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 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 banks on financial institutions along with the reason thereof, is not applicable.

SUBSIDIARY / ASSOCIATE COMPANIES

IFB Industries Limited, has one wholly owned subsidiary company Global Automotive & Appliances Pte Ltd. (GAAL),

one step down subsidiary Thai Automotive and Appliances Ltd. ( TAAL) and one Associate company IFB Refrigeration Limited.

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

IFB Industries Ltd. acquired 100 % equity shares of GAAL during July 2017. GAAL holds 100% equity holding in TAAL. GAAL is engaged in trading of Electronics Parts and semiconductors and other commodities. TAAL is engaged in the business of Fine Blanking and Conventional Blanking and its acquisition helps IFB to consolidate its position in similar type of business in Thailand.

GAAL

During the year under review, GAAL has achieved a revenue of US$ 5.41.Million which is a 10.5% growth as compared to 4.90 Million US $ achieved during 2021-22. During the year the company made a PBT of 1.98 % as compared to 8.05% achieved during 2021-22.

TAAL

During the year under review, TAAL has achieved turnover of 213.14 million THB, which is a 17.2% growth as compared to 181.86 million THB achieved during 2021-22. During the year the company suffered a loss of 2.19 million THB at PBT level as compared to PBT of 0.13 million THB achieved during 2021-22.

IFB Refrigeration Limited

During the year under review, your Company has invested an amount of Rs. 97 crores (Rupees Ninety-Seven Crores Only) in Equity shares of IFB Refrigeration Limited, a promoter group company. Your Company''s shareholding in IFB Refrigeration Limited as on 31.03.2023 comes to 44.44%.

Consolidated financial statements of the company and its Subsidiaries and Associate have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, the report on the performance and financial position of the Subsidiaries and Associate companies in the prescribed form AOC-1 is appended as Annexure - G which forms part of this report.

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

ACKNOWLEDGEMENT:

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

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all level.

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Mar 31, 2022

The Directors have pleasure in presenting before you the forty Sixth Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31 March 2022.

FINANCIAL RESULTS

The performance during the period ended 31 March 2022 has been as under:

Rs. in Crores
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Total revenue	3357.14	2753.41	3433.47	2823.16
Profit before depreciation/amortisation, finance costs and tax	68.19	227.69	73.55	232.24
Less : Finance costs	31.46	30.51	31.76	30.91
Less : Depreciation and amortization	113.45	100.41	115.45	102.42
Profit/(Loss) before Tax	(76.72)	96.77	(73.66)	98.91
Less : Current Tax	(3.41)	37.38	(3.40)	37.63
Less Deferred Tax (net)	(22.10)	(2.83)	(22.10)	(2.83)
Profit/(Loss) after Tax	(51.21)	62.22	(48.16)	64.11
Other comprehensive income/(loss)
Items that will not to be classified to profit or loss -
- Re measurements of defined benefit plan	0.97	(0.68)	0.97	(0.68)
- Income tax relating to items that will not be reclassified to profit or loss	(0.34)	0.25	(0.34)	0.25
Items that will reclassified to profit or loss -
- Exchange differences in translating the financial statements of foreign operations	-	-	(0.09)	(0.14)
- Income tax relating to items that will be reclassified to profit or loss	-	-	-	-
Other comprehensive income/(loss)	0.63	(0.43)	0.54	(0.57)
Total comprehensive income/(loss) for the year	(50.58)	61.79	(47.62)	63.54
- Owners of the parents	NA	NA	(47.62)	63.54
- Non-controlling interests	NA	NA	NA	NA

Consolidated figure includes standalone figure and figure of Global Automotive & Appliances Pte. Ltd. (GAAL), a wholly owned subsidiary company and step down subsidiary company, Thai Automotive & Appliances Ltd. (TAAL).

OPERATIONS - Standalone

Your Company completed year 2021-22 on a moderate growth on revenue terms, however suffered loss of Rs. 76.72 Crores at PBT level. The net revenue from operations grew by 22.2% to Rs. 3339 Crores. The profit before depreciation, finance cost and tax as compared to last year reduced by

70.1% to Rs. 68.19 Crores. The reduction in margin is largely on account of hike in material cost, scheme cost, employee costs, overheads and achieving lower number as compared to plan due to Covid-19 etc.

OPERATIONS - Consolidated

Net revenue from operations on consolidated basis increased by 21.9% to Rs. 3415.38 Crores. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year dropped by 68.3% to Rs. 73.55 Crores.

DIVIDEND

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

TRANSFER TO RESERVE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fee for the year 2022-23 to NSE, BSE & CSE where the Company''s Shares are listed. The company applied for delisting from CSE which is pending before them.

DEMATERIALISATION OF SHARES

98.27% of the company''s paid up Equity Share Capital is in dematerialized form as on 31 March, 2022 and balance 1.73% is in physical form. The Company''s Registrars is M/s. C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata- 700 019. The entire shareholding of the promoters'' and promoters'' group are in dematerialized form.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met six times during the financial year from 01 April 2021 to 31 March 2022. The dates on which the meetings were held are as follows :

14 June 2021, 7 August 2021, 30 October 2021, 31 December

2021, 1 February 2022 and 29 March 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rajshankar Ray (DIN 03498696) and Mr. Amar Singh Negi (DIN 08941850) were appointed on the Board as Managing Director and CEO of Appliances Division and Executive Director - Service Business Head respectively of the Company for a period of 5 years with effect from 30 October 2020.

Mr. Ashok Bhandari (DIN 00012210) an Independent Director of the Company was re-appointed for second term of five consecutive years with effect from 30 January 2021 and the same was approved by the shareholders at the 45 AGM of the Company held on 6 August 2021.

Mr. Desh Raj Dogra (DIN 00226775) reappointed as Independent Director for a further period of five years and Mr. Biswadip Gupta (DIN 00048258) reappointed as Independent Director for a further period of four years, passed by shareholders of the Company through Postal Ballot dated 25 March 2022.

Mr. Harsh Vardhan Sachdev (DIN 06385288) appointed as Managing Director & CEO of Engineering Division of the Company for a period of three years, passed by shareholders of the Company through Postal Ballot dated 25 March

2022.

Mr. Prabir Chatterjee (DIN 02662511) reappointed as Wholetime Director and CFO of the Company for a further period of two years, passed by shareholders of the Company through Postal Ballot dated 25 March 2022.

Mr. Sudip Banerjee (DIN 05245757) retires by rotation and being eligible offers himself for reappointment.

Mr. Amar Singh Negi (DIN 08941850) retires by rotation and being eligible offers himself for reappointment.

The three years term as an Independent Director of Mr. Chacko Joseph (DIN 07528693) will expire on 1 November 2022. Based on recommendation of Nomination and Remuneration Committee, it is proposed to re-appoint him for second term of five consecutive years with effect from 2 November 2022.

Mr. Bijon Bhushan Nag (DIN 00756995), Chairman of the Company was re-appointed for a further period of two years w.e.f 1 June, 2020 and the same was approved by the shareholders at the 44 AGM of the Company held on 4 September, 2020. The existing term of Mr. Nag will expire on 31 May, 2022. It is proposed to re-appoint him for a term of two years and the concerned resolutions for approval of his appointment are proposed for approval of the members. During the year under review, Mr. Partha Sen ceased to be Director with effect from 31 December, 2021 due to resignation. The Board took on record its deep sense of appreciation rendered by him during the tenure of his directorship.

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31 March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of Board there has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors have also confirmed the compliance pertaining to their enrolment with the databank of the independent directors maintained by The Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 28 May 2022.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of SEBI (LODR) Regulation 2015 stating therein the Company''s policy on Directors/ Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to on company''s website at www.iftindustries.com/Legal/Policies. As a 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 of the quality required to run the company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

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

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

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

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

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, 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.

AUDIT COMMITTEE

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

AUDITORS'' REPORT

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

STATUTORY AUDITORS

At 43 Annual General Meeting held on 26 July 2019 the shareholders of the company reappointed M/s. Deloitte Haskins & Sells (Firm Registration No.: 302009E), Chartered Accountants as the Auditors of the Company for the second term of five consecutive years from the conclusion of 43rd Annual General Meeting to the conclusion of 48th Annual General Meeting. The requirement to place the matter relating to reappointment of auditors for ratification by Members at every Annual General Meeting has been done away by the Companies (Amendment) Act, 2017 with effect from 7 May 2018. Accordingly, no resolution is being proposed for ratification of reappointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

COST AUDITORS

Your Board has appointed M/s. MANI & Co., Cost Accountants as Cost Auditors of the Company for conducting cost audit for the financial year 2022-23. Accordingly, a resolution seeking approval of the members for ratifying the remuneration payable to Cost Auditors for financial year

2022-23 is provided in the Notice to the ensuing Annual General Meeting.

COST RECORDS

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

SECRETARIAL AUDIT

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 April 2014 by a Company Secretary in practice. The board in its meeting held on 29 March 2022 appointed Mr. Sankar Kumar Patanaik, Practising Company Secretary (Certificate of Practice no 7177) as the Secretarial Auditor for the financial year ended 31 March 2022.

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

SECRETARIAL STANDARDS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company constituted a CSR Committee. The Committee comprises independent director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which has been uploaded on the website of the Company at www.iftindustries.com. Your company has identified the activities covering mainly relating to

(a) Promoting education, (b) Promoting Health Care and (c) skill development programme in line with the CSR policy of the Company. The company made an expenditure of Rs. 153.83 lacs against the budgeted amount of Rs. 153.49 lacs. The complete disclosure on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as a part at this report as Annexure-C.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.iftindustries.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction on which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act. The policy on materiality of related party transaction and on dealing with related party transaction as approved by the board may accessed on company''s website at www.iftindustries.com. 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 37 to the Financial Statements which set out related party disclosures. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure-D to the Board''s report.

ANNUAL RETURN

In compliance with Section 92(3) and Section 134(3)(a) of the Act read with Companies (Management and Administration) Amendment Rules, 2020, the Annual Return for FY 2021-22 in the prescribed format has been placed at the Company''s website at www.iftindustries.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments

covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

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

The number of permanent employees on the role of the company as on 31 March 2022 is 2640.

The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lacs or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report and is available on the website of the Company, at www.iftindustries.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 email Id [e-mail].

BUSINESS RESPONSIBILITY REPORT

In conformance to the requirements of the clause (f) of sub-regulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility Report for Financial Year 2021-2022 is given in as Annexure-F which forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

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

DEPOSITS

During the year under review, your company has not accepted any deposit from the public / members u/s 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

SHARE CAPITAL

During the year under review, no new shares were issued by the Company, therefore there was no change in the Issued and Paid-Up Share Capital of the Company. However, pursuant to the Scheme of Amalgamation the Authorized Equity Share Capital of Trishan Metals Private Limited of Rs. 2,400 lacs has been added in the Authorized Equity Share Capital of IFB Industries Limited. The enhanced Authorized Equity Share Capital of IFB Industries Limited stands at Rs. 8,900 lacs, divided into 8,90,00,000 equity shares of Rs. 10 each.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There has been no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concerns status of the Company and its future operations.

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

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

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

As per the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition & redressal) Act, 2013, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted Internal Complaints Committees. No compliant has been raised during the year ended 31 March, 2022.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

Risk management is the process of minimizing or

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

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

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

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our company, the executive directors/senior managerial employees make presentation to the Independent Directors about the company''s strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch 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 www.iftindustries.com .

MERGER AND ACQUISITION

During the year, Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench vide its order dated January 27, 2022 has approved the scheme of Amalgamation of wholly owned subsidiary Trishan Metals Private Limited (TMPL) with IFB Industries Limited (IFBIL). IFB Industries Ltd and Trishan Metals Pvt. Ltd. have filed necessary Forms with Registrar of Companies (ROC), which have been approved by ROC and thus Trishan Metals Private Limited amalgamated with IFBIL.

to 171.86 million THB achieved during 2020-21. During the year the company earned PBT of 0.13 million THB as compared to PBT of 2.39 million THB achieved during 2020-21.

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

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

ACKNOWLEDGEMENT :

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

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all level.

For and on behalf of the Board of Directors Bikramjit Nag (DIN: 00827155) Joint Executive Chairman & Managing Director

Prabir Chatterjee

Place : Goa / Kolkata (DIN: 02662511)

Date : 28 May 2022 Director & CFO

INSOLVENCY AND BANKRUPTCY CODE

No applicatioin has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 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 banks on financial institutions along with the reason thereof, is not applicable.

SUBSIDIARY COMPANIES

IFB Industries Limited, has one wholly owned subsidiary company Global Automotive & Appliances Pte Ltd. (GAAL) and one step down subsidiary Thai Automotive & Appliances Ltd. (TAAL).

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

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

GAAL

During the year under review, GAAL has achieved revenue of US$ 4.90 Million and made a PBT of 8.05%. GAAL estimates that market would be subdued till end of Q2 and slowly would begin to rise subsequently.

TAAL

During the year under review, TAAL has achieved turnover of 181.86 million THB, which is a 5.82% growth as compared

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Mar 31, 2019

To the Members,

The Directors have pleasure in presenting before you the forty third Annual Report of the Company together with the Audited Financial Statements for the year ended 31 March 2019.

FINANCIAL RESULTS

The performance during the period ended 31 March 2019 has been as under:

Rs. in lacs

Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Total revenue	2,55,228	2,20,710	267,181	227,753
Profit before depreciation/amortisation, finance costs and tax	13,714	17,502	13,955	17,439
Less : Finance costs	575	430	723	544
Less : Depreciation and amortisation	5,454	5,138	5,755	5,381
Profit before Tax	7,685	11,934	7,477	11,514
Add : Exceptional Items	1,935	-	1,935	-
Profit before Tax	9,620	11,934	9,412	11,514
Less : Current tax	2,905	3,655	2,919	3,655
Less : Deferred tax (net)	(680)	(46)	(615)	(69)
Profit after tax	7,395	8,325	7,108	7,928
Other comprehensive income
Items that will not to be classified to profit or loss
- Re measurements of defined benefit plan	(552)	(679)	(552)	(687)
- Income tax relating to items that will not be reclassified to profit or loss	193	235	193	235
Items that will reclassified to profit or loss
- Exchange differences in translating the financial statements of foreign operations	-	-	110	182
- Income tax relating to items that will be reclassified to profit or loss	-	-	-	-
Other comprehensive income	(359)	(444)	(249)	(270)
Total comprehensive income for the year	7,036	7,881	6,859	7,658
- Owners of the parents	NA	NA	7,046	7,831
- Non-controlling interests	NA	NA	(187)	(173)

Consolidated figure includes standalone figure and figure of Trishan Metals Private Limited, a subsidiary company acquired during 2016-17, Global Appliances & Automotive Limited ( GAAL), a wholly owned subsidiary company acquired during 2017-18 and Thai Automotive and Appliances Pte. Ltd. ( TAAL) a step down subsidiary.

OPERATIONS- Standalone

Your company completed another year of modest performance with strong top line growth , however, bottom line was hit mainly due to depreciation of rupee, higher material cost, increase in custom duty on AC/MWO and higher operating expenses etc. All business segments posted revenue growth. Gross sale of products for the year grew by 17.25% to Rs. 3,07,927 lacs. Net revenue from operations grew by 15.88% to Rs. 2,53,987 lacs. Appliance business grew by 17% and Engineering business grew by 21% (net of excise duty). Due to above reasons the profit before depreciation, finance cost and tax as compared to last year reduced by more than 21% to Rs. 13,714 lacs as compared to last year. Income under ‘Exceptional item’ is on account of compensation received from Bangalore Metro Rail Corporation Limited (BMRCL) on account of compulsory acquisition of 1578.63 sq. mtrs. of the factory land for Metro Rail Project at Bangalore.Earning per share for the year stands at Rs. 18.25 as against Rs. 20.55 in 2017-18.

OPERATIONS - Consolidated

Net Revenue from operations on consolidated basis grew by 17.56% to Rs. 2,65,915 lacs. Profit before depreciation, finance cost and tax on consolidated basis as compared to last year reduced by 20% to Rs. 13,955 lacs as compared to last year.

DIVIDEND

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

TRANSFER TO RESERVE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fee for the year 2019-20 to NSE, BSE & CSE where the Company’s Shares are listed. The company applied for delisting from CSE which is pending.

DEMATERIALISATION OF SHARES

98.06% of the company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2019 and balance 1.94% 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.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met six times during the financial year from 01 April 2018 to 31 March 2019. The dates on which the meetings were held are as follows :

29 May 2018, 26 July 2018, 29 October 2018, 26 December 2018, 31 January 2019 and 28 March 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

The five years term as an Independent Director of Dr. Rathindra Nath Mitra is expiring on conclusion of 43rd Annual General Meeting of the Company. Based on recommendation of Nomination and Remuneration Committee, it is proposed to reappoint him for second term of five consecutive years from the conclusion of 43rd Annual General Meeting to the conclusion of 48th Annual General Meeting.

Mr. R Muralidhar, (DIN 01687752) was appointed as an Independent Director of the Company for a term of five consecutive years in 38th Annual General Meeting held on 30th Day of July, 2014. He has resigned from the Office of Independent Director of IFB Industries Limited with effect from April 16, 2019 due to disqualification U/s 164(2) of Companies Act, 2013 before the expiry of his tenure. The Board records his appreciation for valuable advises he made to the Board from time to time during his tenure as Independent Director of the Company.

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

Brief particulars and expertise of directors seeking reappointment together with their other Directorship and Committee membership have been given in the annexure to the notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31 March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013. The declaration was placed and noted by the Board in its meeting held on 29th May, 2019.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of SEBI ( LODR) Regulation 2015 stating therein the Company’s policy on Directors/ Key Managerial Personnel/ other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to company’s website at www. iftindustries.com/Legal/Policies. 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 of the quality required to run the company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks;

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

This part is covered under Corporate Governance Report.

AUDIT COMMITTEE

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

AUDITORS’ REPORT

The notes on Financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further explanation.

STATUTORY AUDITORS

At the Annual General Meeting held on 30 July 2014 Deloitte Haskins & Sells(Firm Registration No.: 302009E), Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting. Accordingly, M/s Deloitte Haskins & Sells, Chartered Accountants, will continue as Statutory Auditors of the Company till the conclusion of the 43rd Annual General Meeting. Their tenure of such appointment will expire upon conclusion of the 43rd Annual General Meeting of the Company.

We have received consent from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of the section 141 or other applicable provision of the Companies Act, 2013.

On recommendation of the Audit Committee the Board recommends reappointment of M/s. Deloitte Haskins & Sells (Firm Registration No.: 302009E), Chartered Accountants as the Auditors of the Company for second term of five consecutive years from the conclusion of 43rd Annual General Meeting to the conclusion of 48th Annual General Meeting subject to approval by the Members of the Company at 43rd Annual General Meeting.

Accordingly, a resolution proposing re-appointment of M/s Deloitte Haskins & Sells (Firm Registration No.: 302009E), Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice of Annual General Meeting.

COST AUDITORS

Your Board has appointed M/s MANI & Co., Cost Accountants as Cost Auditors of the Company for conducting cost audit for the financial year 2019-20. Accordingly, a resolution seeking approval of the members for ratifying the remuneration payable to Cost Auditors for financial year 2019-20 is provided in the Notice to the ensuing Annual General meeting.

COSTRECORDS

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

SECRETARIAL AUDIT

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 April 2014 by a Company Secretary in practice. The board in its meeting held on 28 March 2019 appointed M/s. Patnaik and Patnaik, Company Secretaries as the Secretarial Auditor for the financial year ended 31st March 2019.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report as Annexure-A. There are no qualifications, observations or adverse remarks or disclaimers in the said report.

SECRETARIAL STANDARDS

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

DIVIDEND DISTRIBUTION POLICY

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company constituted a CSR Committee. The Committee comprises Independent Director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report as Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at http://ifeindustries.com/ csrpolicy.php. Your company has judiciously identified the activities and accordingly projects mainly relating to (a) Promoting education and (b) skill development programme were undertaken in line with the CSR policy. The necessary budget outlay were assigned to aforesaid projects. Considering the multi year projects, total amount to be spent and the extent of due diligence to be performed, the Company is focusing on select projects to ensure maximum impact to the society. However, due to multi year projects and certain procedural delay at the implementation level at different schools, the Company couldn’t spend the allotted budget outlays. The Company made an expenditure of Rs. 48.76 lacs only against the budgeted amount of Rs. 143.83 lacs.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ifeindustries.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm’s length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company or materiality of related party transaction. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board may accessed on company’s website at the link www.ifeindustries.com . Your directors draw attention of members to note 38 to the Financial Statements which set out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 may be referred to, at the Company’s official website at the weblink :http://www.ifeindustries.com. The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure D.

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 separately enclosed as Annexure E.

The number of permanent employees on the role of the company as on 31 March 2019 is 1970.

BUSINESS RESPONSIBILITY REPORT

In conformance to the requirements of the clause (f) of sub-regulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility Report for Financial Year 2018-19 is given in Annexure F which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

DEPOSITS

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

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 future operations.

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

No material changes and commitments have occurred after the closure of the year till the date of this Report, which affect the financial position of the Company.

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

As per the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition & redressal) Act, 2013, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted Internal Complaints Committees. No compliant has been raised during the year ended March, 2019.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

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

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

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company’s strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch 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 www.ifeindustries.com.

SUBSIDIARY COMPANIES

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

Trishan Metals Private Ltd. :

IFB Industries Ltd. holds 51.12% equity shares of TMPL, which was acquired during 2016-17. TMPL’s performance has still not reached its potential, and needs improvement. It is expected that things will stabilize during 2019-20.

Rs. in lacs

	2018-19	2017-18
Sales	12,420	7,711
PBDIT	(11)	(112 )
PBT	(318)	(369)
PAT	(383)	(346)

As you can see that sales has increased, however the company suffered loss. It is expected that in current financial Trishan Metals will be in profit.

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

IFB Industries Ltd. acquired 100 % equity shares of GAAL during July 2017. GAAL holds 100% equity holding in TAAL. GAAL acts as a special purpose vehicle for further investment in TAAL. TAAL is engaged in the business of Fine Blanking and Conventional Blanking and its acquisition will help IFB to consolidate its position in similar type of business in Thailand. We expect sound growth of GAAL & TAAL during 2019-20.

GAAL

This is the first year of operation of GAAL, achieved revenue of US$ 2.65 Million and made a PBT of 7.47% and PAT of 6.71%. GAAL is optimistic about its business plan and forecast a good growth based on increasing demand in India and other places for electronics parts and semi conductors.

TAAL

During the year under review, TAAL has achieved modest turnover of 143.92 ML THB, which is a 7% increase compared to 134.90 ML THB achieved during 2017-18. During the year the company earned PBT of 0.15 ML THB as compared to loss of 1.92 ML THB during 2017-18.

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

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Bikram Nag

Joint Executive Chairman

& Managing Director

Place : Bengaluru Prabir Chatterjee

Date : 29 May 2019 Director & CFO

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Mar 31, 2018

DIRECTORS’ REPORT to the Members

To the Members,

The Directors have pleasure in presenting before you the forty second Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 March 2018.

FINANCIAL RESULTS

The performance during the period ended 31 March 2018 has been as under :

Rs. in lacs

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total revenue	220,710	191,189	227,753	193,254
Profit before depreciation/amortization, finance costs and tax	17,502	11,612	17,439	11,407
Less : Finance costs	430	435	544	519
Less : Depreciation and amortization	5,138	4,359	5,381	4,423
Profit before Tax	11,934	6,818	11,514	6,465
Less Current tax	3,655	1,489	3,655	1,489
Less Deferred tax (net)	(46)	(184)	(69)	(179)
Profit after tax	8,325	5,513	7,928	5,155
Other comprehensive income
Items that will not to be classified to profit or loss —
- Re measurements of defined benefit plan	(679)	(439)	(687)	(439)
- Income tax relating to items that will not be reclassified to profit or loss	235	152	235	152
Items that will reclassified to profit or loss —
- Exchange differences in translating the financial statements of foreign operations	-	-	182	-
- Income tax relating to items that will be reclassified to profit or loss	-	-	-	-
Other comprehensive income	(444)	(287)	(270)	(287)
Total comprehensive income for the year	7,881	5,226	7,658	4,868
- Owners of the parents	NA	NA	7,831	5,040
- Non-controlling interests	NA	NA	(173)	(172)

Consolidated figure includes standalone figure and figure of Trishan Metals Private Ltd subsidiary company acquired during 2016-17, Global Appliances & Automotive Ltd. (GAAL), a wholly owned subsidiary company acquired during 2017-18 and step down subsidiary Thai Automotive and Appliances Ltd. (TAAL).

OPERATIONS - Standalone

Your company completed the year with better performance with decent top & bottom line growth. All business segments posted sound growth in revenues, profits and enhanced their market standing. Gross sale of products for the year grew by 16.5% to Rs 2,62,307 lacs. Net revenue from operations grew by 15.2% at Rs 2,18,865. Appliance business grew by 15.5% and Engineering business grew by 14.3%. Earnings per share for the year stands at Rs 20.55. PBDIT on standalone basis achieved Rs 17,502 lacs as against Rs 11,612 lacs in previous year (2016-17) and achieved a growth rate of 50.7 %.

OPERATIONS - Consolidated

Net Revenue from operations on consolidated basis has achieved a figure of Rs 2,25,872 lacs. PBDIT on consolidated basis amounted to Rs 17,439 lacs. Since GAAL and its subsidiary were acquired only on July 13, 2017, figures for 2016-17 are not comparable.

DIVIDEND

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

TRANSFER TO RESERVE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fee for the year 2018-19 to NSE, BSE & CSE where the Company''s Shares are listed. The company applied for delisting from CSE which is pending.

DEMATERIALISATION OF SHARES

97.81% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2018 and balance 2.19% is in physical form. The Company''s Registrar is M/s C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata- 700 019.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met six times during the financial year from 01 April 2017 to 31 March 2018. The dates on which the meetings were held are as follows :

26 May 2017, 27 July 2017, 30 October 2017, 21 December 2017, 30 January 2018 and 28 March 2018

DIRECTORS

Confirmation of Appointment :

The two years term as Executive Chairman of Mr. Bijon Nag is expiring on 31 May 2018. It is proposed to reappoint him for a further period of two years from 1 June 2018.

The two years term as Deputy Managing Director of Mr. Sudam Maitra is expiring on 30 July 2018. It is proposed to reappoint him for a further period of two years from 31 July 2018.

The two years term as Director & CFO of Mr. Prabir Chatterjee has expired on 31 March 2018. It is proposed to reappoint him for a further period of two years from 1 April 2018.

Mr. Sudip Banerjee retires by rotation and being eligible offers himself for reappointment.

Mr. Ashok Bhandari was appointed as Independent Director w.e.f 30th January 2018 for a period of three years.

During the year Board of Directors of your Company appointed Mr. Raj Shankar Ray as CEO, Home Appliance Division and Mr. Partha Sen as CEO, Engineering Division pursuant to Section 203 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31 March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013. The declaration was placed and noted by the Board in its meeting held on 29th May, 2018.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of SEBI ( LODR) Regulation 2015 stating therein the Company''s policy on Directors/ Key Managerial Personnel/ other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to company''s website atwww. ifeindustries.com/Legal/Policies. 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 of the quality required to run the company successfully;

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

This part is covered under Corporate Governance Report. AUDITORS'' REPORT

The Auditors'' Report do not contain any qualification, reservation or adverse remarks. The notes on Financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanation.

STATUTORY AUDITORS

At the Annual General Meeting held on 30 July 2014 Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting. In terms of Companies Amendment Act, 2017 (came into force from May 7, 2018), the first proviso to section 139 of the Companies Act, 2013 i.e ratification at every Annual General Meeting the appointment of the Auditors has been omitted. Accordingly, M/s Deloitte Haskins & Sells, Chartered Accountants, will continue as Statutory Auditors of the Company till the conclusion of the 43rd Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

SECRETARIAL AUDIT

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 April 2014 by a Company Secretary in practice. The board in its meeting held on 28 March 2018 appointed Mr. Jitendra Patanaik, Practising Company Secretary (Certificate of Practice no 3102) as the Secretarial Auditor for the financial year ended 31st March 2018.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report as Annexure-A. The enclosed Secretarial Audit Report confirms compliance of applicable Secretarial Standard.

BUSINESS RESPONSIBILITY REPORT

In conformance to the requirements of the clause (f) of sub regulation (2) of regulation 34 of Securities and Exchange Board of India (SEBI) Listing Regulations, the Business Responsibility Report for Financial Year 2017-18 is enclosed as a part of this report as Annexure F which forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company constituted a CSR Committee. The Committee comprises Independent Director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report as Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at http:// ifeindustries.com/ csrpolicy.php. Your company has judiciously identified the activities and accordingly projects mainly relating to (a) Promoting education and (b) skill development programme were undertaken in line with the CSR policy . The necessary budget outlay were assigned to aforesaid projects. However, due to multi year project and certain delay at implementation level at different schools ,the company could not spend the allotted budget outlays. The company made an expenditure of Rs 62.04 lacs only against the budgeted amount of Rs 100.43 lacs.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ifeindustries.com under legal/ investors relation/policy documents/Vigil Mechanism Policy link.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company or materiality of related party transaction. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board may accessed on company''s website at the link www.ifeindustries.com under legal/investors relation /policy documents/ related party policy link. Your directors draw attention of members to note 38 to the Financial Statements which set out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure D.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

The information required pursuant to Section 197 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 separately enclosed as Annexure E.

The number of permanent employees on the role of the company as on 31 March 2018 is 1690.

DEPOSITS

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

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

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

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

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company''s strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch offices to familiarize 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 www.ifeindustries.com under legal/investors relation/ appointment of independent directors.

SUBSIDIARY COMPANIES

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

Trishan Metals Private Ltd :

IFB Industries Ltd. holds 51.12% equity shares of TMPL, which was acquired during 2016-17. TMPL''s performance has still not reached its potential, mainly due to a delay in line balancing at the plant, leading to inadequate capacity utilization. It is expected that things will stabilize during 1st half of 2018-19.

Rs in lacs

	2017-18	2016-17
Sales	7772	3790
PBDIT	(112 )	(350)
PBT	( 346)	(529)
PAT	(368)	( 818 )

As you can see that sales has increased, however much below the budget. The loss was due to lower capacity utilization. It is expected that in current financial Trishan Metals will be in profit.

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

IFB Industries Ltd. acquired 100 % equity shares of GAAL during July 2017. GAAL holds 100% equity holding in

TAAL. GAAL acts as a special purpose vehicle for further investment in TAAL. TAAL is engaged in the business of Fine Blanking and Conventional Blanking and its acquisition will help IFB to consolidate its position in similar type of business in Thailand. We expect sound growth of TAAL during 2018-19.

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

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Bikram Nag

Joint Executive Chairman & Managing Director

Place : Kolkata Prabir Chatterjee

Date : 29 May 2018 Director & CFO

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Mar 31, 2017

DIRECTORS’ REPORT to the Members

Dear Shareholders,

The Directors have pleasure in presenting before you the forty first Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 March 2017.

FINANCIAL RESULTS

The performance during the period ended 31 March 2017 has been as under:

Rs. in lacs

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17
Total revenue	175,187	151,425	177,006
Profit before depreciation/amortization, finance costs and tax	10,861	8,275	10,636
Finance costs	317	222	401
Depreciation and amortization	4,363	4,537	4,410
Profit before Tax	6,181	3,516	5,825
Current tax	780	385	780
Deferred tax (net)	304	(5)	311
Profit after tax	5,097	3,136	4,734
Surplus - opening balance	9,488	6,352	9,488
Surplus - closing balance	14,585	9,488	14,397

Consolidated figure includes standalone figure and figure of Trishan Metals Private Ltd., a subsidiary of the company acquired on July 11, 2016 and accordingly comparable figure for 2015-16 is not applicable.

OPERATIONS- Standalone

Your company completed another year of stable performance with decent top & bottom line growth. All business segments posted sound growth in revenues and enhanced their market standing. Gross sale of products for the year grew by 17.5% to Rs 225,149 lacs. Net revenue from operations grew by 16.0% at Rs 174,065 lacs. Appliance business grew by 17.6% and Engineering business grew by 8.5%.Earning per share for the year stands at Rs 12.58. PBDIT on standalone basis achieved Rs 10,861 lacs as against Rs 8275 lacs in previous year (2015-16) and achieved a growth rate of 31.31%.

OPERATIONS- Consolidated

Revenue from operations on consolidated basis has achieved a figure of RS 177,006 lacs. PBDIT on consolidated basis amounted to Rs 10,636 lacs. Since the subsidiary company was acquired only on July 11, 2016, comparable figure for 2015-16 is not applicable.

DIVIDEND

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

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, 2015 (LODR) the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE, BSE & CSE where the Company''s Shares are listed. The company applied for delisting from CSE & DSE which are pending. DSE has been deregistered by SEBI.

DEMATERIALISATION OF SHARES

97.67% of the company''s paid up Equity Share Capital is in dematerialized form as on 31 March, 2017 and balance 2.33% is in physical form. The Company''s Registrar and Share Transfer Agent is M/s C.B. Management Services Pvt. Ltd., having their registered office at P-22, Bondel Road, Kolkata-700 019.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met seven times during the financial year from 01 April 2016 to 31 March 2017. The dates on which the meetings were held are as follows :

20 April 2016, 18 May 2016, 01 July 2016, 27 July 2016, 30 October 2016, 31 January 2017 and 25 March 2017.

DIRECTORS

Confirmation of Appointment :

The three year term as Joint Executive Chairman and Managing Director of Mr.Bikram Nag has expired on

31 October 2016. He was reappointed by the board for a further term of three years from 1 November 2016, subject to the approval of members.

Mr. Sudip Banerjee retires by rotation and being eligible offers himself for reappointment.

Mr. Radharaman Bhattacharya, Independent Director expired on 26 March 2017. He was inducted on the board of IFB Industries Ltd on 21 June 2003 and the company immensely benefited for his contribution as a member of Audit Committee and Board.

Dr. Tridibesh Mukherjee, Independent Director was inducted on the board of IFB Industries Ltd on 29 July 2011. He resigned from the board of IFB Industries Ltd on 31 March 2017. The board sincerely appreciated his association with the company and the support he has extended during his tenure.

At the recommendation of Audit Committee, the Board proposes to appoint Mr. Rahul Choudhuri as Independent Director of the Company for a term of 3 years from this AGM.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31 March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended 31 March 2017;

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

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

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

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

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Regulation 19 of the SEBI (LODR) Regulations, 2015 stating therein the Company''s policy on Directors/Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to company''s website at www.iftindustries.com/Legal/ Policies. 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 of the quality required to run the company successfully;

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

This part is covered under Corporate Governance Report. AUDITORS'' REPORT

The notes on Financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further explanation.

Statutory Auditors :

At the Annual General Meeting held on 30 July 2014 Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditor''s shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Secretarial Audit :

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 April 2014 by a Company Secretary in practice. The board in its meeting held on 25 March 2017 appointed Mr. Jitendra Patanaik, Practicing Company Secretary (Certificate of Practice no 3102) as the Secretarial Auditor for the financial year ended 31 March 2017.

According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report in Annexure-A.

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Independent Director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report in Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at http:// iftindustries.com/csrpolicy.php. Your company has judiciously identified the activities and accordingly projects mainly relating to (a) Promoting education and (b) skill development programme were undertaken in line with the CSR policy. The necessary budget outlay were assigned to aforesaid projects. However, due to multiyear project and certain delay at implementation level at different schools, the company could not spend the allotted budget outlays. The company made an expenditure of Rs 28.24 lacs only against the Budgeted amount of Rs 78.76 lacs.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.iftindustries.com under legal/ investors relation/policy documents/Vigil Mechanism Policy link.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company or materiality of related party transaction. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board may be accessed on company''s website at the link www.iftindustries.com under legal/ investors relation/policy documents/related party policy link. Your directors draw attention of members to note 35 to the Standalone Financial Statements which set out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure (Annexure D).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure E which forms part of this Report.

The number of permanent employees on the role of the company as on 31 March 2017 is 1646.

DEPOSITS

Your company has not accepted any deposit from the public/members u/s 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Risk management is the process of minimizing or mitigating the risk. It starts with the identification and evaluation of risk followed by optimal use of resources to monitor and minimize the same. The company is exposed to several risks. They can be categorized as operational risk and strategic risk. The company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate those risks. Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique/ relatively high risk profiles.

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

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company''s strategy, operations, product and service offerings, markets, finance, quality etc. Independent Directors are also visiting factories and branch offices to familiarize 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 www.iftindustries.com under legal/investors relation/appointment to independent directors.

SUBSIDIARY COMPANIES

During the year the company has invested in Trishan Metals Private Ltd and acquired 51.12% equity shares of Trishan Metals Pvt. Ltd. It will help to obtain timely supply of material for our fine blanking factories. We have, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the company, which form 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 F to this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of the subsidiary will be available on our website www.iftindustries. com. These documents will also be available for inspection during business hours (Monday to Friday) at the corporate office of company.

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Bikram Nag

Registered Office : Joint Executive Chairman

14, Taratala Road & Managing Director

Kolkata - 700 088 Dr. Rathindra Nath Mitra

Dated : 26 May 2017 Director

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Mar 31, 2016

The Directors have pleasure in presenting before you the fortieth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 March 2016.

1. FINANCIAL RESULTS

The performance during the period ended 31 March 2016 has been as under :

(Rs. in lacs)

Particulars 2015-2016 2014-2015

Total revenue 151,425 127,658

Profit before depreciation/ amortisation, finance costs and tax 8,275 10,165

Finance costs 222 174

Depreciation and amortisation 4,537 4,064

Profit before Tax 3,516 5,927

Current tax 385 700

Deferred tax (net) (5) 254

Profit after tax 3,136 4,973

Surplus - opening balance 6,352 1,379

Surplus - closing balance 9,488 6,352

2. OPERATIONS:

Your company completed another year of modest performance with strong top line growth, however, bottom line was hit due to increased material cost on account of weakening of rupee, product mix, high depreciation etc. All business segments posted sound growth in revenue and enhanced their market standing. Gross sale of products for the year grew by 23.7.% to Rs 191,583 lacs. Net revenue from operations grew by 19.0% to Rs 150,094 lacs. Appliance business grew by 19.9% and Engineering business grew by 15.1%. Due to above reasons the profit before tax as compared to last year reduced by more than 40.7% to Rs 3,516 lacs. Earning per share for the year stands at Rs 7.74. as against Rs 12.27 in 2014-15.

3. DIVIDEND

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

4. TRANSFER TO RESERVE

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

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

6. CORPORATE GOVERNANCE AND SHARE- HOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI LODR. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI LODR is included as a part of this report.

7. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the annual listing fees for the year 2016-17 to NSE, BSE & CSE where the Company''s Shares are listed. The Company applied for delisting from Calcutta Stock Excange Association of India (CSE) & Delhi Stock Excange (DSE) which are pending. DSE has been derecognized by Securities and Exchange Board of India (SEBI).

8. DEMATERIALISATION OF SHARES

97.61% of the company''s paid up Equity Share Capital is in dematerialized form as on 31 March 2016 and balance 2.39% is in physical form. The Company''s Registrar and Share Tranfer Agent is M/s CB Management Services (P) Ltd., having its registered office at P-22, Bondel Road, Kolkata- 700 019.

9. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met four times during the financial year from 1 April 2015 to 31 March 2016. The dates on which the meetings were held are as follows :

29 May 2015,30 July 2015,30 October 2015 and 29 January 2016

10. DIRECTORS

Confirmation of Appointment:

The one year term as Executive Chairman of Mr. Bijon Nag is expiring on 31 May 2016. It is proposed to reappoint him for a further period of two years The one year term as Deputy Managing Director of Mr. Sudam Maitra is expiring on 30 July 2016. It is proposed to reappoint him for a further period of two years.

The three year term as Director & CFO of Mr. Prabir Chatterjee has expired on 31 March 2016. He was reappointed for a further period two years from 01 April 2016 subject to approval of members.

Mr. Sudam Maitra retires by rotation and being eligible offers himself for reappointment.

11. DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended 31 March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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

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

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

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

12. 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 SEBI LODR stating therein the Company''s policy on Directors/ Key Managerial Personnel/other employees appointment and remuneration recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred to company''s website at http://ifbindustries.com/nomination remuneration policy.php

13. ANNUAL EVALUATION OF BOARD S PERFORMANCE

This part is covered under Corporate Governance Report.

14. AUDITOR''SREPORT:

The notes on Financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further explanation.

Statutory Auditors:

At the Annual General Meeting held on 30 July 2014 Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors'' shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Secretarial Audit:

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 01 April 2014 by a Company Secretary in practice. The Board in its meeting held on 20 April 2016 appointed Mr. Jitendra Patnaik, Practising Company Secretary (Certificate of Practice no 3102) as the Secretarial Auditor for the financial year ended 31 March 2016.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

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

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises Independent Director, Non- Executive Director and Executive director. CSR Committee of the Board has developed a CSR Policy which is enclosed as Annexure-C to this report. Additionally, the CSR Policy has been uploaded on the website of the Company at http://ifbindustries.com/csr policy.php Your Company has judiciously identified the activities and accordingly projects mainly relating to (a) Promoting education and (b) Skill development programme were undertaken in line with the CSR policy.

The necessary budget outlay were assigned to the aforesaid projects. However, due to multi year project and certain procedural delay at the implementation level the Company could not spend the allotted budget outlays. The Company made an expenditure of Rs 8.64 lacs only against the stipulated amount of Rs 84.26 lacs.

17. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the company''s website at the link : http://ifbindustries.com/vigil_mechanism.php

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transaction. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board may be accessed on company''s website at the link http://ifbindustries.com/csr policy.php Your Directors draw attention of members to note 35 to the Financial Statements which set out related party disclosures.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-D.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

21. 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 is given in Annexure-E which forms part of this Report. The number of permanent employees on the role of the company as on 31 March 2016 is 1,626.

22. DEPOSITS

Your company has not accepted any deposit from the public / members u/s 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the year.

23. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

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

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

24. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/senior managerial employees intimate to the Independent Directors the Company''s strategy, operations, product and service offerings, markets, finance, quality etc.

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 on company''s website at the link:

http://ifbindustries.com/pdf/BOARD COMMITTEES.pdf.

25. ACKNOWLEDGEMENT

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

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

Registered Office:

14, Taratala Road

Kolkata - 700 088

Date : 18 May 2016 On behalf of the Board

Bikram Nag

joint Executive Chairman

& Managing Director

Dr. Rathindra Nath Mitra

Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Thirty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 March 2015.

1. FINANCIAL RESULTS

The performance during the period ended 31 March 2015 has been as under :

(Rs. in lacs)

Particulars 2014-2015 2013-2014

Total revenue 127,658 102,896

Profit before depreciation,

finance cost and tax 10,165 5,335

Finance costs 174 143

Depreciation and amortisation 4,064 2,259

Profit before tax 5,927 2,933

Current tax 700 399

Deferred tax (net) 254 371

Fringe benefit taxes relating to earlier years - 3

Profit after tax 4,973 2,160

Surplus - opening balance 1,379 (781)

Surplus - closing balance 6,352 1,379

2. OPERATIONS

Your Company completed another year of robust performance with strong top & bottom line growth. All business segments posted sound growth in revenues and enhanced their market standing. Gross sale of products for the year grew by 25.2% to Rs 154,846 lacs. Net revenue from operations at Rs 126,150 lacs grew by 23.6%. Appliance business grew by 21.57% and engineering business grew by 33.1%. Due to increased business volume, better product mix, better market condition, better management, stable rupee, lower oil price etc. the profit before tax as compared to last year increased by 102% to Rs 5,927 lacs. Earnings per share for the year stand at Rs 12.27.

Pursuant to the notification of Schedule II of the Companies Act 2013, with effect from 1 April 2014, the Company has changed the policy of providing depreciation of buildings from written down value (WDV) method to straight line method (SLM) thereby resulting in a surplus of Rs 844 lacs for the year ended 31 March 2015. The Company has revised its estimates of useful life of its fixed assets as prescribed in Part C of Schedule II of the Companies Act, 2013, except for certain assets for which different useful life have been considered based on technical advice. Carrying amount less residual value of the assets whose remaining useful life has become nil at the beginning of the period amounting to Rs 1,196 lacs has been charged as depreciation and amortization expense for the quarter and year ended 31 March 2015. As a result of the above stated changes the depreciation charge for the year ended 31 March 2015 is higher by Rs 1,496 lacs.

3. DIVIDEND

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

4. TRANSFER TO RESERVE

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

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

6. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s Deloitte Haskins & Sells, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

7. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE, BSE & CSE where the Company's Shares are listed. The Company applied for delisting from CSE & DSE which are pending. DSE has been deregistered by SEBI.

8. DEMATERIALISATION OF SHARES

97.48% of the Company's paid up Equity Share Capital is in dematerialized form as on 31 March 2015 and balance 2.52% is in physical form. The Company's Registrars are M/s C. B. Management Services (P) Ltd., having their registered office at P-22, Bondel Road, Kolkata-700 019.

9. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 6 times during the financial year from 1 April 2014 to 31 March 2015. The dates on which the meetings were held are as follows :

29 May 2014,29 July 2014,3 September 2014, 30 October 2014, 30 January 2015 and 24 March 2015.

10. DIRECTORS

Confirmation of Appointment

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sudam Maitra was appointed as Additional Director and Deputy Managing Director of the Company to hold office only up to the date of this Annual General Meeting and being eligible offer himself for re-appointment as Director. It is proposed to reappoint him for a period of one year from ensuing AGM.

The three years term as Executive Chairman of Mr. Bijon Nag is expiring on 31 May 2015. It is proposed to reappoint him for a further period of one year.

Mr. Prabir Chatterjee and Mr. Sudip Banerjee retire by rotation and being eligible offer themselves for reappointment.

Appointment of Independent Directors :

Ms. Sangeeta Shankaran Sumesh was appointed as an Additional Director and was also appointed as an Independent Director for a period of five years, subject to the approval of shareholders in the ensuing AGM. Your Directors, state that Ms. Sangeeta Shankaran Sumesh who possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

Your Directors recommend the appointment of Ms. Sangeeta Shankaran Sumesh as Independent Directors as proposed in the notice for the Annual General Meeting. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

11. DIRECTORS. RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended 31 March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period;

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

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

e) They have laid down internal financial controls in the Company that are adequate and were operating effectively.

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

12. REMUNERATION POLICY

A Nomineration and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules there to and Clause 49 of the Listing Agreement stating therein the Company's Policy on Directors/Key Managerial Personnel/other employees appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be refered to company's website at www.ifbindustries.com/Legal/Policies.

13. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

This part is covered under Corporate Governance Report.

14. AUDITORS' REPORT

The notes on Financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further explanation.

Statutory Auditors:

At the Annual General Meeting held on 30 July 2014 Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 43rd Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditor's shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Secretarial Audit:

The provision of Section 204 read with Section 134(3) of the Companies Act, 2013 mandateds Secretarial Audit of the Company to be done from the financial year commancing on or after 1 April 2014 by a Company Secretary in practice. The Board in its meeting held on 30 January 2015 appointed Mr Jitendra Patnaik, Practising Company Secretary (Certificate of Practice No 3102) as the Secretarial Auditor for the financial year ending 31 March 2015.

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report in Annexure-A.

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

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

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises of Independent Director, non-executive director and executive director. CSR Committee of the Board has developed a CSR Policy which is enclosed as part of this report Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at www.ifbindustries.com under legal / policies link. To conserve the resources for capital expenditure projects the Company made an expenditure of Rs 4.69 lacs only against the stipulated amount of Rs 72.44 lacs.

17. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ifbindustries.com under legal/policies/Vigil Mechanism link.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transaction. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board maybe accessed on Company's website at the link www.ifbindustries.com under legal/policies/CSR& Related Party Transaction Policy link. Your directors draw attention of members to note 34 to the Financial Statements which set out related party disclosures.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - D.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

21. 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 is given in Annexture-E which forms part of this Report.

22. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

23. FAMILARISAITION PROGRAMME FOR INDEPENDENT DIRETORS

To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managers make presentation to the inductees about the Company's strategy, operations, product and service offerings, markets, finance, quality etc. 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 www.ifbindustries.com under legal / investor relations/ appointment terms and conditions of independent directors.

24. ACKNOWLEDGEMENT

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

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

On behalf of the Board

Bikram Nag Registered Office: Joint Executive Chairman 14, Taratala Road & Managing Director Kolkata - 700 088 Dr. Rathindra Nath Mitra Date : 29 May 2015 Director

---

Mar 31, 2013

Dear Shareholders,

The Directors present the 37th Annual Report and Accounts for the Financial Year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. in lacs) For the Year For the ended Year ended 31st March, 31st March, 2013 2012

Sales and other income 92,760 81,440

Proft prior to fnance charges & depreciation / amortisation 6,193 5,114

Less: Finance charges 20 32

Depreciation 1,832 1,488

Proft before taxation 4,341 3,594

Less: Provision for taxation Current tax 804 684

Minimum alternate tax credit (26) (684)

Deferred tax 418 540

Proft afer tax 3,145 3,054

Balance brought forward from previous year (3,926) (6,980)

Balance carried to reserves & surplus (781) (3,926)

2. DIVIDEND

In view of the accumulated loss, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

3. REVIEW OF OPERATION

Your Company completed another year of modest performance with strong topline growth. All business segments posted sound growth in revenues and enhanced their market standing. Gross Turnover for the year grew by 16.8% to Rs 1,097.87 crores. Net Turnover other than service income, other operating revenue & other income at Rs 863.39 crores grew by 14.9%. Steady performance by Appliance business grew by 15.8%. However, due to precarious market condition Engineering division grew only by 6.4%. However, due to adverse material cost variance, forex loss, product mix etc the Pretax Proft as compared to last year could only grow by 15.9 % to Rs 43.41 crores. Earnings Per Share for the year stand at Rs 7.95.

4. DIRECTORS'' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

To the best of our knowledge and belief and according to the confrmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the fnancial year and of the profts of the Company for that period;

c) The Directors have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These accounts are prepared on a going concern basis.

5. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, a Report on Corporate Governance along with a Certifcate from the Auditors is given separately in this Annual Report.

6. DELISTING FROM DELHI STOCK EXCHANGE & CALCUTTA STOCK EXCHANGE

The applications for delisting from Delhi Stock Exchange & Calcuta Stock Exchange are pending.

7. AUDITORS AND AUDITORS'' REPORT

M/s B S R & Co., Chartered Accountants, Statutory Auditors of the company, hold ofce until the conclusion of ensuing Annual General Meeting. They have ofered themselves for reappointment as

Statutory Auditors of the company. The company has received leter from B S R & Co., to the efect that that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for appointment within the meaning of Section 226 of the said Act. The mater is placed for consideration of members in AGM.

The notes on Financial statements referred to in the Auditor''s Report are self explanatory and do not call for any further comments.

Cost Auditors

The most of the manufactured products of the company has come under the purview of Cost Audit w.e.f 1.04.2012. M/s Mani & Co, Cost Accountants have been appointed as Cost Auditor of the Company for 2013-14.

8. DIRECTORS

Mr. Somen Bal resigned from the board of the company on 28 March 2013. The board members expressed their gratitude for contribution made by Mr. Bal during his long association with the company.

Mr. Radharaman Bhatacharya, Director retiring by rotation and being eligible, ofer himself for reappointment at the ensuing Annual General meeting.

Dr. Rathindra Nath Mitra, Director retiring by rotation and being eligible, ofer himself for reappointment at the ensuing Annual General meeting.

The board inducted Mr. Prabir Chaterjee as Additional Director on the board of the company to hold ofce upto next AGM.

9. PREFERENTIAL ISSUE

During the year under review the company alloted 5,000,000 equity shares to promoter group companies. Out of the proceeds of the Issue of Rs 42 crores, crores were utilized towards capital expenditure and balance 22 crores were utilized towards working capital requirement of the company. Above utilization was in terms of the resolution passed in EGM towards preferential issue.

10. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by employees at all levels.

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with rules thereunder, forms part of this Report. However, as per the provision of Section 219(1) (b) (iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particular of employees. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

12. ESPS

The Company implemented the Employees Stock Purchase Scheme 2008 in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock The applicable disclosures as stipulated under the SEBI Guidelines as at 31 March 2013 (cumulative position) are given below:

a) Total no of equity shares issued to employees in ESPS: 1,655,349

b) Exercise price Rs 10/- per share to employees belonging to workers category and for rest of employees Rs.15/- per share, plus applicable taxes, as per law.

c) Employee wise details of shares alloted under ESPS to:

i) Key Management person:

1. Mr. A.K.Nag 50,000

2. Mr. A.S.Negi 25,000

3. Mr. Ashok Hazra 6,250

4. Mr. Arup Das 12,500

5. Mr. B.M.Shetye 25,000

6. Mr. Dipak Mitra 50,000

7. Mr. Diptanil Saha 12,500

8. Mr. Gautam Dasgupta 50,000

9. Mr. G Ray Chowdhury 17,500 10. Mr. Jayanta Chanda 15,000

11. Mr. K.R.K. Prasad 12,500

12. Mr. Prabir Chaterjee 25,000

13. Mr. Rajshankar Ray 15,000

14. Mr Ranjan Mohan Mathur 7,000

15. Mr Susanta Das 12,500

16. Mr Sukhdev Nag 20,000

17. Mr Soumitra Goswami 10,000

18. Mr T.R.Ramesh 12,500

19. Mr Uma Shankar Ghosh Dastidar 20,000

ii) Any other employee who is issued shares in any one year amounting to 5 % or more shares during the year - Out of total 61,900 equity shares alloted during 2011- 12 to 28 employees of the company, only 3 employees were alloted shares above 5%.

iii) Identifed employees, who were issued shares during any one year, equal to or exceeding 1% of the issued capital of the company at the time of issuance-Nil

d) Diluted Earning Per share (EPS) pursuant to issuance of shares under ESPS Rs 7.95

e) Consideration received against the issuance of shares Rs 244 lacs plus applicable taxes.

13. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data are given in the Annexure to this Report.

14. ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation to the employees, Customers, Shareholders, banks and also Central & State Government Ofces and all others for their co- operation and support.

On behalf of the Board

Bikram Nag

Joint Executive Chairman & Managing Director

Place : Kolkata Dr. R. N. Mitra

Dated : 29 May 2013 Director

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Mar 31, 2012

The Directors present the 36th Annual Report and Accounts for the Financial Year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs)

For the For the Year ended Year ended 31st March, 31st March, 2012 2011

Sales and Other Income 81,440 69,754 Profit Prior to Finance

Charges & Depreciation 5,114 7,948 Less:

Finance charges 32 26

Depreciation 1,488 1,041

Profit before Taxation 3,594 6,881 Less : Provision for Taxation

Current Tax - 1,223

Deferred Tax 540 627

Profit after Tax 3,054 5,031 Balance brought forward

From previous year (6,980) (12,011)

Balance carried to Balance Sheet (3,926) (6,980)

2. DIVIDEND

In view of the accumulated loss, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

3. REVIEW OF OPERATION

Your Company completed another year of modest performance with strong Top line growth. All business segments posted sound growth in revenues and enhanced their market standing. Gross Turnover for the year grew by 22% to Rs. 939.92 crores. Net Turnover other than service & other income at Rs. 751.56 crores grew by 18%. Steady performance by Appliance business grew by 24%. Engineering Division grew by 12%. However, due to adverse material cost variance, forex loss, product mix etc. the pretax profit as compared to last year drastically dropped by 47.76% to Rs. 35.94 crores. Earnings per share for the year stand at Rs. 8.61.

5) DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

To the best of knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956 :

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These accounts are prepared on a going concern basis.

6. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, a Report on Corporate Governance along with a Certificate from the Auditors is given separately in this Annual Report.

7. DELISTING FROM DELHI STOCK EXCHANGE

The application for delisting to Delhi Stock Exchange is pending.

8. AUDITORS AND AUDITORS REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting.

The notes on Financial statements referred to in the Auditor's Report are self explanatory and do not call for any further comments.

M/s Deloitte Haskins & Sells, Chartered Accountants, have expressed their inability to continue as Statutory Auditors of the Company w.e.f. ensuing Annaul General Meeting. It is proposed to appoint M/s. BSR & Co., Chartered Accountants as Statutory Auditors of the Company in place of the retiring Auditors from the conclusion of this Annual General Meeting to next Annual General Meeting.

Cost Auditors

The most of the manufactured products of the company has come under the purview of Cost Audit w.e.f 1.04.2012. Application to Central Government for appointment of Cost Auditor is being made.

9. DIRECTORS

Mr. R Muralidhar, Director retiring by rotation and being eligible, offer himself for reappointment at the ensuing Annual General meeting.

Mr. S.Bal, Director retiring by rotation and being eligible, offer himself for reappointment at the ensuing Annual General meeting.

The board inducted Mr. Sudip Banerjee as Additional Director on the board of the company to hold office up to next AGM.

10. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by employees at all levels.

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with rules there under, forms part of this Report. However, as per the provision of Section 219(1) (b) (iv) of the Companies Act,1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particular of employees. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

11. ESPS

The Company implemented the Employees Stock Purchase Scheme 2008 in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guide lines, 1999 ('the SEBI Guidelines'). The Compensation committee, constituted in accordance with the SEBI Guidelines, administers and monitors the scheme.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 ( cumulative position) are given below:

a) Total no of equity shares issued to employees in ESPS -16,55,349

b) Exercise price Rs 10/- per share to employees belonging to workers category and for rest of employees Rs 15/- per share, plus applicable taxes, as per law.

c) Employee wise details of shares allotted under ESPS to:

i) Key Management person :

1. Mr. A.K.Nag 50,000

2. Mr. Arup Das 12,500

3. Mr. A.S.Negi 25,000

4. Mr. B.M.Shetye 25,000

5. Mr. Dipak Mitra 50,000

6. Mr. Gautam Dasgupta 50,000

7. Mr. G Ray Chowdhury 17,500

8. Mr. Jayanta Chanda 15,000 9. Mr. K.R.K. Prasad 12,500

10. Mr. Probir Chatterjee 25,000

11. Mr. Rajshankar Ray 15,000

12. Mr. Ranjan Mathur 7,000

13. Mr. Siddhartha Chatterjee 25,000

14. Mr. SukhdevNag 20,000

15. Mr. Soumitra Goswami 10,000

16. Mr. T. R. Ramesh 12,500

ii) Any other employee who is issued shares in any one year amounting to 5 % or more shares issued during that year Out of the total 61,900 equity shares allotted during the year to 28 employees of the company, only 3 employees were allotted shares above 5%.

iii) Identified employees, who were issued shares during any one year, equal to or exceeding 1% of the issued capital of the company at the time of issuance- nil

d) Diluted Earnings Per share (EPS) pursuant to issuance of shares under ESPS Rs. 8.61.

e) Consideration received against the issuance of shares Rs.244 lacs plus applicable taxes.

12. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data are given in the Annexure to this Report.

13. ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation to the employees, Customers, Shareholders, banks and also Central & State Government Offices and all others for their co-operation and support.

On behalf of the Board

Bikram Nag

joint Executive Chairman

& Managing Director

Place : Kolkata Dr. R. N. Mitra

Dated : 30th May, 2012 Director

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Mar 31, 2011

Dear Shareholders,

The Directors present the 35th Annual Report and Accounts for the Financial Year ended 31st March, 2011.

1. FINANCIAL RESULTS:

(Rs. in thousand)

For the For the Year ended Year ended 31st March, 31st March, 2011 2010

Sales and Other Income 6,975,425 5,568,264

Profit Prior to Finance Charges & Depreciation 794,834 664,516

Less:

Finance charges 2,550 2,574

Depreciation 104,124 86,815

Profit before Taxation 688,160 575,127

Less: Provision for Taxation

Current Tax 122,320

Deferred Tax 62,722 37,483

Profit after Tax 503,118 537,644

Balance brought forward

from previous year (1,201,069) (1,541,614)

Preference Dividend paid

including Dividend Tax - 37,099

Transfer from General Reserve

Transfer to capital

redemption reserve - 160,000

Balance carried to Balance Sheet (697,951) (1,201,069)

2. DIVIDEND

In view of the accumulated loss, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

3. REVIEW OF OPERATION

Your Company completed another year of steady performance with strong topline growth and high quality earnings. All business segments posted sound growth in revenues and enhanced their market standing.

Gross Turnover for the year grew by 26.9% to Rs. 772.6 crores. Net Turnover other than service & other income at Rs. 634.9 crores grew by 24.9% driven by higher

Engineering business and the continuing steady performance by Appliance business which grew by 25.03%. Engineering Division grew by 24.74%. Pretax Profit increased by 19.6% to Rs. 68.81 crores. Earning Per share for the year stands at Rs. 14.24.

5. DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

To the best of knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These accounts are prepared on a going concern basis.

6. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, a Report on Corporate Governance along with a Certificate from the Auditors is given separately in this Annual Report.

7. DELISTING FROM DELHI STOCK EXCHANGE

The application for delisting to Delhi Stock Exchange is pending.

8. AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have further confirmed their eligibility under section 224(1B) of the Companies Act, 1956.

9. DIRECTORS

In view of Sec 274(1) (g) of the Companies Act prescribing disqualification for directors in the event of non- redemption of debentures ( privately-placed), a writ- petition was filed before the High Court at Calcutta challenging the applicability of said section 274(1) (g) which is pending for final disposal. An interim order dated 14.05.2004 has been passed by the Hon'ble Calcutta High Court directing Union of India and its authorized agents, servants or otherwise from giving any effect or further effect to or taking any step in pursuance of the provisions contained in section 274(l)(g) of the Companies Act, 1956

In the mean time all the debentures have been fully redeemed by December 2007.

Dr. Rathindra Nath Mitra and Mr.K.M.Unnikrishnan retire as directors by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The particulars of directors seeking appointment / reappointment are given in Corporate Governance section of this Report.

10. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by employees at all levels.

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956 , read with rules thereunder, forms part of this Report. However, as per the provision of Section 219(1) (b) (iv) of the Companies Act,1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particular of employees. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

11. ESPS

The Company implemented the Employees Stock Purchase Scheme 2008 in accordance with the Securities and Exchange Board of India (Employees Stock Option

Scheme and Employee Stock Purchase Scheme) Guide lines, 1999 (' the SEBI Guidelines'). The Compensation committee, constituted in accordance with the SEBI Guidelines, administers and monitors the scheme.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2011 ( cumulative position) are given below:

a) Total no. of equity shares issued to employees in ESPS1593449.

b) Exercise price Rs 10/- per share to employees belonging to workers category and for rest of employees Rs 15/- per share., plus applicable taxes, as per law.

c) Employee wise details of shares alloted under ESPS to:

i. Key Management person:

1. Mr.A.K.Nag 50,000

2. Mr.A.S.Negi 25,000

3. Mr.B.M.Shetye 25,000

4. Mr.DipakMitra 50,000

5. Mr.GautamDasgupta 50,000

6. Mr.GRayChowdhury 17,500

7. Mr.IndroneelGoho 25,000

8. Mr.ProbirChatterjee 25,000

9. Mr.RajshankarRay 15,000

10. Mr.S.Bhattacharya 25,000

11. Mr.SiddharthaChatterjee 25,000

ii Any other employee who is issued shares in any one year amounting to 5 % or more shares during the year-nil

iii. Identified employees, who were issued shares during any one year, equal to or exceeding 1% of the issued capital of the company at the time of issuance-nil

d) Diluted Earning Per share ( EPS) pursuant to issuance of shares under ESPS Rs 14.24

e) Consideration received against the issuance of shares Rs. 235 lacs plus applicable taxes.

12. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data are given in the Annexure to this Report.

13. ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation to the employees, Customers,Shareholders, banks and also Central & State Government Offices and all others for their co-operation and support.

On behalf of the Board

Bikram Nag Joint Executive Chairman & Managing Director

Place :Kolkata R. N. Mitra Dated : 27th May, 2011 Director

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Mar 31, 2010

The Directors present the 34th Annual Report and Accounts for the Financial Year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in thousand)

For the For the Year ended Year ended 31st March, 31st March, 2010 2009

Sales and Other Income 5,568,781 4,568,203

Profit Prior to Finance Charges & Depreciation 664,516 3,238,497*

Less : Finance charges 2,574 --

Depreciation 86,815 75,639

Profit before Taxation 575,127 3,162,858

Less : Provision for Taxation

Current Tax -- --

Deferred Tax 37,483 --

Fringe Benefit Tax - 12,081

Profit after Tax 537,644 3,150,777

Balance brought forward from previous year (1,541,614) (4,752,547)

Preference Dividend paid including Dividend Tax 37,099 --

Transfer from General Reserve - 60156

Transfer to capital redemption reserve 160,000 --

Balance carried to Balance Sheet (1,201,069) (1,541,614)

*Including gain on extraordinary items 2. DIVIDEND

In view of the accumulated loss, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

3. REVIEW OF OPERATION

Your Company completed another year of steady performance with strong topline growth and high quality earnings. All business segments posted sound growth in revenues and enhanced their market standing.

Gross Turnover for the year grew by 19.8% to Rs 607.61 crores. Net Turnover other than service & other income at Rs 508.08 crores grew by 20.8% driven by higher Engineering business which grew by 23.04%and the continuing steady performance by Appliance business which grew by 18.9%. Pretax Profit (other than extra ordinary items) increased by 50.5% to Rs 57.51 crores. Earning Per share for the year stands at Rs. 16.87.

5. STATUS OF REFERENCE TO THE BOARD FOR INDUSTRIAL AND FINANCIAL RESTRUCTURING (BIFR)

The company filed Misc Application No: 296/BC/2009 dt 14.12.2009 intimating that Statutory Auditors of the company vide their letter dated 2.12.2009 has confirmed that the net worth of the company has become positive as on 31.03.2009, and therefore the company is not a sick industrial company within the meaning of clause (o) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 and its name should be de-registered from BIFR. A hearing was held on 22.12.2009 where representatives of the company and IDBI (MA) were present. The Bench, on consideration of the facts, merits of the case, materials on records and submissions made by the concerned agencies noted that as per companys accounts as on 30.9.2009, companys networth turned positive . The Bench also noted that the company is continuing its manufacturing operations, earning profits, has implemented provisions of the sanctioned scheme and has been able to revive itself on sustainable basis. The direction of the Bench interalia includes-

The company M/s IFB Industries Ltd ceases to be a sick industrial company, within the meaningof section 3(l)(o) of the SICA and is, therefore, discharged from the purview of SICA/ BIFR.

The un-implemented provisions of the SS-09, as may be there, would be implemented by the company/promoter and concerned agencies and their implementation would be monitored by BOD of the company.

The company would complete necessary formalities with concerned Registrar of Companies (ROC), as may be required.

The company filed necessary returns to R.O.C and intimated the information of de-registration from BIFR to Stock Exchanges and public at large by news paper advertisement.

6. DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

To the best of knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These accounts are prepared on a going concern basis.

7. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, a Report on Corporate Governance along with a Certificate from the Auditors is given separately in this Annual Report.

8. DELISTING FROM DELHI STOCK EXCHANGE

The application for delisting to Delhi Stock Exchange is pending.

9. AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have further confirmed their eligibility under section 224(1B) of the Companies Act, 1956

10. DIRECTORS

In view of Sec 274(1) (g) of the Companies Act prescribing disqualification for directors in the event of non- redemption of debentures ( privately-placed), a writ- petition was filed before the High Court at Calcutta challenging the applicability of said section 274(1) (g) which is pending for final disposal. An interim order dated 14.05.2004 has been passed by the Honble Calcutta High Court directing Union of India and its authorized agents, servants or otherwise from giving any effect or further effect to or taking any step in pursuance of the provisions contained in section 274(l)(g) of the Companies Act, 1956.

In the mean time all the debentures have been fully redeemed by December 2007.

Mr. Somen Bal and Mr. R.Bhattacharya retire as directors by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The particulars of directors seeking appointment/ reappointment are given in Corporate Governance section of this Report.

11. PERSONNEL

The Directors would like to place on record their appreciation of the dedication and hard work put in by employees at all levels.

Particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with rules thereunder, forms part of this Report. However, as per the provision of Section 219(1) (b) (iv) of the Companies Act,1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particular of employees. Any shareholder interested in obtaining a copy may write to the Company Secretary of the Company.

12. ESPS

The Company implemented the Empioyees Stock Purchase Scheme 2008 in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guide lines, 1999 ( the SEBI Guidelines). The Compensation committee, constituted in accordance with the SEBI Guidelines, administers and monitors the scheme.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2010 (cumulative position) are given below:

a) Total no of equity shares issued to employees in ESPS 8,91,599.

b) Exercise price Rs. 10/- per share to employees belonging to workers category and for rest of employees Rs. 15/- per share, plus applicable taxes, as per law.

c) Employee wise details of shares alloted under ESPS to:

i. Senior managerial person :

1. Mr. Gautam Dasgupta 35,000

2. Mr. Dipak Mitra 50,000

3. Mr. A. K. Nag 30,000

4. Mr. S. Bhattacharya 12,500

5. Mr. Indroneel Goho 12,500

6. Mr. B. M. Shetye 12,500

7. Mr. Probir Chatterjee 12,500

8. Mr. Siddhartha Chatterjee 12,500

9. Mr. G. Ray Chowdhury 12,500

10. Mr. Rajshankar Ray 7,500

11. Mr.A.S.Negi 12,500

ii Any other employee who is issued shares in any one year amounting to 5 % or more shares during the year — nil

iii. Identified employees, who were issued shares during any one year, equal to or exceeding 1% of the issued capital of the company at the time of issuance — nil

d) Diluted Earning Per share (EPS) pursuant to issuance of shares under ESPS Rs 16.87.

e) Consideration received against the issuance of shares Rs.129.77 lacs plus applicable taxes.

17. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data are given in the Annexure to this Report.

18. ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation to the employees, Customers,Shareholders and also Central & State Government Offices and all others for their co-operation and support.

On behalf of the Board Bikram Nag

Joint Executive Chairman & Managing Director

Place : Kolkata Somen Bal

Dated : 31st May, 2010 Director