IFB Industries Limited — Proxy Solicitation & Information Statement 2022

Nov 7, 2022

f['B lndurtries Llmitcd

Goryorate Ofrce

IIilI3

ptot No.JND-S, !""ror-, East Kolkata Township, Kolkata -7OO 1Ol Telephone : (91) (33) 398F;g47StgS24 Fax : (91) (33) 39849676 Web : www.ifbindustries.conr

7th November,2022

The Manager Department of CorPorate Services Bombay Stock Exchange Ltd, Phiroze IeejeebhoY Towers Dalal Street, Mumbai-400001

The Manager The National Stock Exchange of India Ltd' Exchange Plaza, 5th Floor Plot No-C/1, G Block, Bandra Kurla ComPlex Mumbai -400051

The SecretarY Thc Calcutta Stock Exchange Association Ltd' 7 Lyons Range Kolkata-700001

Dear Sir,

Sub: Notice of Postal Ballot through Electronic Voting

We enclose, in terms of Regulation 30 of the SEBI (Listing obligations and Disclosure Requirements), Regulations, 2015, a copy Jf tn. Postal Ballot Notice together with the Explanatory Statement thereto, ,..king approval of the Members as set out in the said Notice.

This is for your kind information and records'

Thanking you,

Yours Faithfully,

FoT IFB INDUSTRIES LIMITEI)

GOUTAM RAYCHOWDHURY Digitally signed by GOUTAM RAYCHOWDHURY DN: c=IN, o=Personal, 2.5.4.20=9adba4ae397edaeab736a63e77c5d9d63e4aa40a4ad08 13b42af23a44ccfd01a, postalCode=700094, st=WEST BENGAL, serialNumber=059745007738a074a634e635ba7db7518c0224ea 05901cfc9e17b245f30a32b6, cn=GOUTAM RAYCHOWDHURY Date: 2022.11.07 12:42:28 +05'30'

G Ray ChowdhurY [Company SecretarY)

Encl : As above

Website: www. ifbindustries.com

PO\$TAL BALLOT NOTIGE

(Pursuant to Section 110 of the Companies Act, 2013 read with Ilule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the members of the Company,

Notice is hereby given that the resolution set out below is proposed to be passed by the members of IFB Industries Limited ("the Company") by means of Postal Batlot, only by *uy of remote e-voting process ("e-voting"), Pursuant to Section 110 of the Companies Act, 2013 ("the Act,,), Rule 22 o1 the Companies (Management and Administration) Rules, 2014 ("the Rules") and other applicable provisions of the Act and the Rules, General Circular Nos. 1412020 dated April g, 2020 and ^7712020 dated April 73,2020 read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2027, Citcular No. 212022 dated May 5, 2022 issued by the Ministry of Corporate Affairs ("MCA Circulars"), and Securities and Exchange Board of india ("SEBf') vide iis circular no. SEBI/ HO/CFD/CMDIICIRIP12020179 dated May 12,2020 in relation to 'Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Covid-l9 pandemic" and circular no. SEBI/HO ICFDlCMD2lCIRlpl202vll dated January 15,2027 in relation to "Relaxation from compliance with certairr provisions of the SEBI (Listing ObLigations and Disclosure Requirements) Regulations, 2015 due to the COVID -19 pandemic anJ circular no. SEBI/HO1CFD1CMD2ICIRIP12022162 dated May 13, 2022, Regwlation 44 oi the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ("Listing Regulations"), Secretarial Standard on General Meetings rcS-2") issued Uy tne Institute of Company Secretaries of India and other applicable laws, rules and regulations including any statutory modification or re-enactment thereof for the time being in force and as amended from iime to time.

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution meniioned in this postal Ballot Notice is annexed hereto.

The Board of Directors has appointed Mr. S K Patnaik, Practicing Company Secretary (Membership No. FCS 5699) Partner of M/s. Patnaik & Patnaik, Company Secretaries as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer,s decision on the validity of the Postal Ballot shall be final.

The Company has engaged the services of National Securities Depository Limited (NSDL) as the agency to provide e-voting facility.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instruciions in the Notes in this postal Ballot Notice so as to cast their vote electronicaliy not later than 5:00 p.m. IST on Wednesday, December 7, 2022, (Ihe last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Company Secretary of the Company or any person authorizecl by him. The results of e-voting will be an^no.rn."d on o. before Friday, December 9,2022, and will be displayed on the Company's website wwwifuindustries. com and will also be communicated to the Stock Exchanges, National Securities Ouporitory Limited

("NSDL-') and Central Depository services (India) Limited ("cDSL-',) (together the "Depositories")' f'Le co^pany will also display the results of the Postal Ballot at its Registered office'

SPECIAL BUSINESS:

7, To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Sections 196, 197, 198, 203 and other applicable provisions, ,f uny, of the Companies Act, 2013 ("The Act") read with Schedule ^V to the Act and the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014 (including ariy statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent or tn" Company be and is hereby accorded for re-appointment of Mr. Bikramjit Nag (DIN: 00827155 ), as ioint Executive Chairman and Managing Director of the Company for"a further period of 5 (Five) years, with effect from 0L'L7'2022, on the terms and conditions including remuneration as set out in explanatory statement attached hereto and forming part of this reslolution notwithstanding that the remuneration may exceed the limits pr"r..it"i in the provisions of Sections 1g7,1,g8 and Schedule V to the Companies Act' 2013 in car" of no profits i inadequate profits during any financialyeat I period in between'"

"RESOLVED FUITTHER THAT notwithstanding anything contained in Sections 1,97,198 and Schedule V of the Companies A ct,2013 or any amend.ments / re-enactment thereof ot any revised/ new schedule thereof, in the event of absence of profits or inadequate profits in any financial year, the salary,perquisites and statutory benefits as set out in the explanatory statement forming part of this reloiution be paid as minimum remuneration to Mr. Bikramjit Nag, Joint Executive Chairman and Managing birector of the Company even if it exceeds the various stipulated lirnits of the various proviJions of the Companies Act, 2013 or the rules related thereto during any financial year / Period in between."

"RESOLVED FURTHER TFIAT the Board (the term " Board" includes Board of Directors of Company and. the Nomination and Remuneration Committee) be and is hereby authorized to vary and / or modify the terms and conditions including remuneration, benefits and perquisites payable / made urruilubl" to the appointee in such manner as may be agreed upon between the board and the aPPointee."

.RESOII/ED FURTHER THAT the board be and is hereby authorized to do all acts, deeds and thi.gs anc{ execute all such documents, instruments and writings, as may be required and to delegate all or any of its powers herein conferred to any committee of directors or to any director or to-any employee of the Company to give effect to the aforesaid resolutions."

By Order of the Board

G Ray Chowdhury CompanY SeuetarY Membership No. : 48529

Registered Office: 14, Taratolla Road Kolkata - 700 088 CIN : L51 109W8197 4PLC029637 E-mail : investors@ifu global. com Website :www. ifbindustries. corn

Date : 28 October 2022 Place:Kolkata

NOTES:

• 1,. A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facis relating to the resolution mentioned in this Postal Ballot Notice is attacheJ.
• 1. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / Liit of Beneficial Owners as on Friday, November 4, 2022 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the postal Ballot Notice along with postal ballot forms and pre-paid business reply envelop"r ur" not being sent to members for this Postal Ballot.
• 1. This Postal Ballot Notice will also be available on the Company's website at www.ifuindustries. com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL.
• 1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered theiie-mail address are requested to register the same.
• 1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose names upp"ut on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be consiclered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.
• 1. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Of{ Date.
• 1. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated becember 9,2020, SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The iornpuny has engaged the services of NSDL as the agency to provide e-voting faciLity. The instructioi"rs for e-votiiglre provided as part of this Postal Baliot Notice which the members are requested. to reacl .ur"fJly beiore casting their vote.
• 1. The e-voting period commences at 9:00 a.m. (IST) on Tuesday, November 8,2022and ends at 5:00 p.m' (IST) on Wednesday, December 7,2022. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.
• 1. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Decemb er 7,2022
• 1. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents ian send an email to investors@i fbglobal. com.
• 1. The details of the process and manner for remote e-Voting are explained herein below:

How do I vote electronically using NSDL e-Voting system?

The way to aote electronically on NSDL e-Voting system consists of "Two Steps"-which are mentionecl below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

ln terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demit ^od" ire allowed to vote through their demat account maintained with Depositories and Depository participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

of shareholders	Method
Individual Shareholders holding securities in demat mode with NSDL.	Existing IDeAS us er can visit the e-Services website of NSDL Viz. https:// 1, eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owne1, icon under ',Login" which is available under'lDeAS'section, this will prompt you to enter your existing user ID and Password. After successful authentication, you will be able to see e-Voting services under value added services. click on ,Access to e-voting" under e-Voting services and you will be able to see e-voting page. click on company name or e-voting service provider i.e. NSDL and you will be re-directed to e-voting website of NSDL for casting your vote duiing the remote e-Voting period.
	If you are not registered for IDeAS e-services, option to register is available at 2. hltps://eservices.nsdl.com. select "Register online for IDeAS portal,, or click at ices.nsdl.
	visit the e-voting website of NSD[,. open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal -omputer or on a mobile. once the home page of e-voting system is launchecl, click on the icon "Login" which is available under'shareholder/Member'section. A new screen will ope You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/orp and a Verification Code as shown on the scleen. After successful authentication, you will be redirected to NSDL Depositoly site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-voting period.
	shareholders/Members can also download NSDL Mobile App 'NSDL speede" facility by scanning the eR code mentioned berow for seamless voting experience.
\$l\$Dl Moblle App is avcilcbe en
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Individual Shareholders holding securities in demat mode with CDSL	1,. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system wiil authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you wili be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding sccurities in demat modc for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Ilelpdesk details
Individual	Members facing any technical issue in login can contact NSDL helpdesk by
Shareholders holding	sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 7020 990
securities in demat	and 1800 224430
mode with NSDL
Individual	Members facing any tecl-rnical issue in login can contact CDSL l-relpdesk
Shareholders holding	by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-
securities in demat	230 5 87 38 o r 0 22 -23 0 5 85 42 - 43
mode with CDSL

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

[Iow to Log-in to NSDL e-Voting website?

1,. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a I'ersonal Computer or on a mobile.

• $2.$ Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices. nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below: $\overline{4}$ .

Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in 16 Digit Beneficiary ID demat account with CDSL.	For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
		For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 1. Password details for shareholders other than Individual shareholders are given below:
• If you are already registered for e-Voting, then you can user your existing password to login $a)$ and cast your vote.
• If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial $b)$ password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• $\mathbf{C}$ How to retrieve your 'initial password'?
  • $(i)$ If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• Click on "Forgot User Details/Password?" (If you are holding shares in your demat account a) with NSDL or CDSL) option available on www.evoting.nsdl.com.
• "Physical User Reset Password?" (If you are holding shares in physical mode) option $b)$ available on www.evoting.nsdl.com.

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• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will l-rave to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2 : Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modily your vote.

General Guidelines for shareholders

• 1,. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to patnaikandpatnaik@yahoo.com with a copy marked to evoting@ nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can aiso upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Lettel'displayed under "e-Yoting" tab in their login.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting. nsdl.com or call on toll free no.: 1800 1020 990 and 1,800 22 4430 or send a request to Ms. Pallavi NSDL at evoting@nsdl.co.in Mhatre, Senior Manager,

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

• 1. In case shares are held in physical mode please provide Folio No., Name of sharehold,er, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@ifbglobal.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID "r- CLID or ¹⁶digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investors@ifbglobal.com. if you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Votine for Individual shareholders holdine securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Statement Pursuant to Section 102(11 of the Cornpanies Act, 20L3

As required under Section 102 of the Companies Act,2013 the following explanatory statement sets out all material facts relating to business under Item no. I of the accompanying Notice:

Mr. Bikramjit Nag (DIN : 00827755), aged 49 years was reappointed as Joint Executive Chairman and Managing Director (]EC & MD) of the Company by the Shareholders of the Company at the Annual General Meeting of the Company held on 4th September, 2020 for a period of three years w.e.f. 01.11.2079. His existing tenure shall come to an end on31.10.2022.

Mr. Bikramjit Nag, BBA from Richmond College, U.K. is working as JEC & MD of the Company since 31 October 2008. He has more lhan 27 years of experience in Strategic Business Management, controls, planning, strategic decision making, etc. He has made several significant contributions to the Company's growth and implementation of investment plans and business strategies. His contributions have been invaluable towards the growth of the Company.

At the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company reappointed Mr. Bikramjit Nag as Joint Executive Chairman & Managing Director of the Company for a further period of five years with effect from 07.71.2022, subject to approval of the shareholders of the Company, in terms of Sections 797, 798, Schedule V and any otl-rer applicable provisions of the Companies Act, 2073 , at the terms and conditions as set out below:

Remuneration:

• a) salary 2Rs4,77,000/- (Rupees Four lacs seventy seven Thousand only) per month.
• b) Additional SPA : Rs. 2,62,3501- ( Rupees Two lacs Sixty Two Thousand Three Hundred Fifty only) per month.

• c) Medical Reimbursement : As per the rules of the Company.

• d) Leave Travel Allowance : For self and family once in a year incurred in accordance with the Rules of the Company.

• e) Club Fees : Fees of Clubs subject to a maximum of two clubs. This will not include admission and life membership fees.
• 0 Personal Accident Insurance : As per the rules of the Company.
• g) Gas & Electricity etc. : As per the rules of the Company.
• h) Car : Provision of car for use on Company's Business will not be considered as perquisite. However, use of car for private purpose will be biiled by the Company to the Chairman.
• i) Telephone : Company will reimburse expenses in connection with telephone at residence & mobile connections used for official purposes as per the rules of the Company.

Other Benefits :

• i) Gratuity: As per the rules of the Company.
• ii) Contribution to NPS : As per the rules of the Company.
• iii) Encashment of leave : As per the rules of the Company.

Apart from the aforesaid remuneration, he will be entitied to reimbursement of all expenses incurred in connection with the business of the Company.

At present Mr. Bikramjit Nag is availing s0% ofhis entitled remuneration.

The appointee shall not be entitled to any sitting fees for Board / Committee meetings.

The said perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act,1961 or any rules thereunder or any statutory modifications or re-enactment thereof; and in the absence of any such rules, perquisite and allowances shall be evaluated at actual cost. The Company's contribution to Provident Fund, National Pension Scheme, gratuity payable and encashment of leave , to the extent these singly or together are not taxable undei the Income'Iax law, shali not be included for the purpose of computationof the overall ceiling of remuneration.

The terms and conditions of the said appointment and / or agreement are subject to provisions of Sections 796,197,203 and other applicable provisions if any, o7 th" Co*panies Act,2013 (,'The Act") read with Schedule V to the Act and the Companies (Appointment and Remunerations of Manageriai Personnel) Rules, 2014 including any statutory modificiiions or enactments thereof from time to time and may be altered and varied from time to time by the Board,l Committee as it may in its discretion deem fit within the maximum amount of remuneration payable in accordance wiih the applicable rules and regulations' Further, the remuneration as would be paid to Mr. Bikramjit Nag duiing his tenure would be the remuneration payable to him even if the siid exceeds the stipulateJrnanagerial limits- in terms of the provisions of Sections 196 and 197 of the Companies A ct, 201,3read with Schedule V to the said Act and the excess payment of managerial remuneration, if any, during any financial year / period in between will stand waived subject to fulfillment and compliance of Jther conaitions as mentioned under the various provisions of the Act or rules related thereto.

Mr' Bikramjit Nag is also a Whole-time-Director of IFB Agro Industries Limited and the total remuneration drawn by him from both the companies, i.e., IFB Industries Limited ald IFB Agro Industries Limited, does not exceed the higher maximum limit admissible from any one of these companies of which he is a managerial person.

The detail of other Directorship and memberships in other companies/committees of Mr. Bikramjit Nag are provided in the 'Annexure" to the Notice. Mr. Nag holds 3000 shares in the Company.

No director, Key managerial personnel or their relatives, except Mr. Bikramjit Nag in his personal capacity and Mr. Bijon Bhushan Nag being the relative of Mr. Bikramjit Nag is concerned or interested, financially or otherwise, in the proposed resolution.

The board recommends the Resolutions set forth in item no. 1 for the approval of shareholders of the Company.

Registered Office: 14, Taratolla Road Kolkata - 700 088 CIN : L5 1 1 09W 8197 4PLC029 637 E-mail :investors@ifbglobal. com Website :www.ifbindustries. com

Date : 28 October 2022 Place: Kolkata

By Order of the Board

G Ray Chowdhury Company Secretary Membership No. : 48529

Details of Directors seeking reappointment through Postal Ballot (in pursuance of Clause 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name of Director	Mr. Bikramjit Nag
Date of birth	27.09.1973
Nationality	Indian
Date of first appointment on the board	31.10.2008
Qualification	BBA from Richmond College, U.K
Experience in functional area	27 years of enriched experienced in Strategic Business Management, controls, planning, strategic decision making, etc.
Relationship with other Directors	He is related to Mr. Bijon Bhushan Nag and not related to any other Director.
Shareholding in the Company	3000
List of directorship held in other listed companies	IFB Agro Industries Limited.
Committee membership in other listed companies	Nil
Resignation from the Directorship of the listed companies in past three years	Nil