UFM Industries Ltd
Chairman Speech
FOR THE FINANCIAL YEAR ENDED 31.03.2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
UFM Industries Ltd.
I have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by UFM Industries Limited (hereinafter
called "the Company"). Secretarial Audit was conducted in a manner that provided
me a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the company's books, papers, minute books, forms and
returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the Company has, during
the audit period covering the financial year ended on 31st March, 2019,
complied with the statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other
records maintained by UFM Industries Limited for the financial year ended on 31st
March, 2019 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable to the company: -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 and the Securities and Exchange Board of India (Issue of
Capital and DisclosureRequirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009;
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
2018;
(i) The Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
I have also examined compliance with the applicable clauses of the Secretarial
Standards issued by the Institute of Company Secretaries of India.During the period under
review the Company has complied withthe provisions of the Act, Rules, Regulations,
Guidelines, Standards,etc. mentioned above.
I further report that:
(a) The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive and Independent Directors. No changes in the
composition of the Board of Directors took place during the period under review.
(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda
and detailed notes on agenda were sent at least seven days in advance, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
(c) None of the Directors in any meeting dissented on any resolution and hence there
was no instance of recording any dissenting member's view in the minutes.
I further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, the Company received In-principle
approval from BSE Limited for revocation of suspension of Equity Shares of the Company.
This report is to be read with my letter of even date which is annexedas Annexure-I
which forms an integral part of this report.
|
Sushma Jain |
| Place : Ranchi |
Company Secretary in Practice |
| Date : 9th August, 2019 |
Membership no.: 24682 |
|
COP no.: 14616 |
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UFM Industries Ltd
Directors Reports
Dear Shareholders,
Your Directors have pleasure in presenting the 33rdAnnual Report of the
Company together with the Audited Balance Sheet as at 31st March, 2019 and the Statement
of Profit & Loss for the year ended on that date.
financial performance
The highlights of the financial performance of the Company for the financial year ended
31st March, 2019 as compared to the previous financial year are as under:- Lakhs)
Your Directors have pleasure in presenting the 33 An Balance Sheet as at 31st March,
2019 and the Statements
financial performance
The highlights of the financial performance of the Com compared to the previous
financial year are as under:
| Particulars |
2018-19 |
2017-18 |
| Net Sales / Income |
8,256.97 |
6849.36 |
| Profit Before Depreciation, Interest, exceptional items & Tax |
239.91 |
162.68 |
| Less: Depreciation |
26.66 |
27.44 |
| Less: Interest and Finance Charges |
65.36 |
55.74 |
| Add: Exceptional Items |
- |
0.30 |
| Profit Before Tax |
147.89 |
79.80 |
| Less: Tax Expenses: |
|
|
| -Current Tax |
21.84 |
19.04 |
| -Income Tax for earlier years |
- |
1.77 |
| -Deferred Tax |
19.77 |
(12.32) |
| Profit after Tax |
106.28 |
71.31 |
Indian economy and industry at a glance
In FY 2018-19, the Indian economy began its journey of recovery from the temporary
disruption caused due to demonetization and Goods and Services Tax and retained the
position of the fastest growing economy and continued to be the fastest growing major
economy in the world with the growth rate of approximately 7.5%.Today, we live in an
increasingly uncertain world. The global economy is witnessing a whirlwind of events with
significant implications for economies and businesses across the world. Volatility is at
an all-time high with an impending Brexit and rise of protectionist tendencies in several
advanced and emerging markets.
Although India is on a solid growth track, the new wave of globalization presents many
opportunities and challenges that would require the attention of policy experts, industry
leaders, academics and citizens alike.
Growth in the agriculture sector is expected to moderate as the Gross Value Added (GVA)
at basic prices for the sector is estimated at 2.7% for 2018-19 on a high base of 5% in
2017-18. The Indian Meteorological Department has indicated that monsoons will not be
abnormal in India during this year and this would assist in growth of the farming sector.
The agriculture sector is the backbone of our Indian economy which provides the basic
ingredients to mankind and providing raw material for rapid industrialization sector
development. The Government of India has introduced several projects to assist the
agriculture sector. The Pradhanmantri Gram Sinchai Yojana aims to irrigate the field of
every farmer and improving water use efficiency to achieve the motto 'Per Drop More Crop'.
Overall the scheme ensures improved access to irrigation. In 2018-19, Government of India
is targeting foodgrain production of 285.2 million tonnes.
With 20 agri-climatic regions, all 15 major climates in the world exist in India. The
country also possesses 46 of the 60 soil types in the world. India is the largest producer
of spices, pulses, milk, tea, cashew and jute; and the second largest producer of wheat,
rice, fruits and vegetables, sugarcane, cotton and oilseeds. Further, India is second in
global production of fruits and vegetables, and is the largest producer of mango and
banana.
The Indian food industry is poised for huge growth, increasing its contribution to
world food trade every year due to its immense potential for value addition, particularly
within the food processing industry. The Indian food and grocery market is the world's
sixth largest, with retail contributing 70 per cent of the sales.
OPPORTUNITIES & THREATS, RISKS AND CONCERNS
The Indian food industry is still at a nascent stage and we expect it to record solid
growth rates for several years to come. This represents a significant opportunity for your
Company. With continued economic progress we expect to see strong robust growth in the
Food Industry and we believe we are well poised to capture our share of this growth in a
profitable manner. On the product side we see the emergence of consumers seeking both
healthy and premium indulgence options and by ensuring that our portfolio includes
offerings which address these consumers we are well placed to seize this opportunity. At
the same time there will also still exists a huge opportunity in consumption amongst the
emerging Indian Middle Class at a base consumption level seeking a broader variety in
their existing food regimen in an affordable manner.
The Company has evolved a risk management framework to identify, assess and mitigate
the key risk factors of the business. The Board of the Company is kept informed about the
risk management of the Company.
PERFORMANCE AND OPERATIONS REVIEW
During the year under review, your Company manufactured 36435.49 MT of flour (Atta,
Maida, Suji, Bran) as against 31,788.57 MT in previous Financial Year. Similarly, your
Company has been able to achieve sales volume of 36059.99 MT of flour (Atta, Maida, Suji,
Bran, and Wheat) as against 31,888.51 MT in previous Financial Year.
PRODUCTION AND COST DEVELOPMENTS
During the year under review, your company has been pursing with bulk consumers like
biscuit, noodles and bakery segments to make contract agreements. However, we are hopeful
of positive result in the next financial year. This will enable us to ramp up production.
Logistics is becoming a major cost factor and we have to constantly change our strategy to
minimize this cost.
OUTLOOK
In the coming years, India is expected to achieve the ambitious goal of doubling farm
income. Increased investment activities such as irrigation facilities, warehousing and
cold storage in agricultural infrastructure are likely to generate better momentum.
Furthermore, the growing use of genetically modified crops will likely improve the yield
for Indian farmers.
Going forward, the adoption of food safety and quality assurance mechanisms such as
Total Quality Management (TQM) including ISO 9000, ISO 22000, Hazard Analysis and Critical
Control Points (HACCP), Good Manufacturing Practices (GMP) and Good Hygienic Practices
(GHP) by the food processing industry will offer several benefits
SHARE CAPITAL
The paid up Equity Capital as on March 31, 2019 was Rs. 5,93,26,000/-. During the year
under review, the Company has neither issued any shares with differential voting rights
nor granted stock options or sweat equity shares.
EXTRACT OF ANNUAL RETURN
In terms of requirement of section 134 (3) (a) of the Companies Act, 2013, the extract
of the Annual return in form MGT-9 is annexed herewith and marked Annexure-1.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on the policies and
strategies with respect to the business of the Company apart from normal business. The
Board generally meets at least once in every quarter to review the Quarterly results.
Additional meetings are held as and when necessary.
All the meetings are scheduled well in advance and notices are sent to all the
Directors at their address registered with the Company. The agenda of the meeting are
backed by necessary supporting information and documents to enable the Board to take
informed decisions. Agenda also includes minutes of the meetings of all the Board
Committees for the information of the Board. Additional agenda items in the form of
"Other Business" are included with the permission of the Chairman. Drafts
minutes of the proceedings of the Board/ Committee Meetings are circulated in advance and
comments, if any, received from the Directors are incorporated in the minutes in
consultation with the Chairman. The Board periodically reviews compliance reports of all
laws applicable to the Company. Information about major events/items is placed before the
Board and approval of the Board is taken on all such matters wherever such approval is
required. Senior executives of the Company are invited as and when required to provide
additional inputs or clarifications required on agenda items being discussed in the Board
Meeting.
During the year,five (5) Board Meetings of the Company were convened and held on 30th
May 2018, 15th June 2018, 14th August 2018, 15th November
2018 and 14th February 2019. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
The Attendance at the Board Meetings during the financial year 2018-19 and at the
previous Annual General Meeting is as under:
| Name of Director |
No. of Board Meeting Attended |
Last AGM Attended |
| Mr. Mahabir Prasad Jain |
4 |
Yes |
| Mr. Avishek Jain |
4 |
Yes |
| Mrs. Tara Rani Jain |
5 |
Yes |
| Mr. Deepak Ladia |
5 |
No |
| Mr. Poonam Chand Deedwania |
5 |
Yes |
MEETINGS OF INDEPENDENT DIRECTORS
During the year under review, meeting of Independent Directors was held on 14th
February, 2019 wherein the performance of the Non-Independent Directors and the Board as a
whole was reviewed. The Independent Directors at their meeting also, inter alia, assessed
the quality, quantity and timeliness of flow of information between the Company management
and the Board of Directors of the Company.
COMMITTEES OF THE BOARD
Currently, the Board has three Committees: Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee. The terms of reference of these
Committees are determined by the Board and subject to be reviewed from time to time.
Meetings of each of these Committees are convened by the respective Chairman of the
Committee, who also informs the Board about the summary of discussions held in the
Committee Meetings.
a. Audit Committee
The Audit Committee met 5 (five) times during the Financial year 2018-19. The Audit
Committee's composition meets the requirements of Section 177 of the Companies Act, 2013
and SEBI Regulations. The Members of the Audit Committee possess financial/ accounting
expertise/ exposure. The meetings were held on 30th May 2018, 15th
June 2018, 14th August 2018, 15th November 2018 and 14th
February 2019. All the members of the Committee attended the meeting.
The Audit Committee comprises of the following members:
| Name Mr. Deepak Ladia |
Category Non-Executive, Independent |
Designation Chairman |
| Mr. Poonam Chand Deedwania |
Non- Executive, Independent |
Member |
| Mrs. Tara Rani Jain |
Non-Executive, Non - Independent |
Member |
Audit Committee meetings are attended by the Chief Finance Officer of the Company and
Representatives of Statutory Auditors. The Company Secretary acts as the Secretary of the
Audit Committee.
There has been no instance where the Board has not accepted the recommendations of the
Audit Committee and Nomination and Remuneration Committee.
b. Nomination and Remuneration Committee
The Nomination and Remuneration Committee determines on behalf of the Board and
shareholders as per agreed terms of reference, the Company's policy on specific
remuneration packages for Executive Directors, Key Managerial Personnel and other
employees. The Chairman of the Committee is an Independent Director and the Members of the
Committee are Non - Executive Directors.
The Nomination and Remuneration Committee met on 30th May, 2018 during the
financial year 2018-19. All the members of the Committee attended the meeting.
The composition of the Nomination and Remuneration Committee as at 31st March, 2019 is
as under:
| Name of the Member Mr. Deepak Ladia |
Category Non-Executive, Independent |
Designation Chairman |
| Mr. Poonam Chand Deedwania |
Non- Executive, Independent |
Member |
| Mrs. Tara Rani Jain |
Non-Executive, Non - Independent |
Member |
c. Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the
SEBI Regulations, the Board has constituted "Stakeholders' Relationship
Committee".
The Committee's responsibility is to oversee Share Transfers and addressing to and
redressal of shareholders' grievances etc. The Committee also evaluates performance and
service standards of the Registrar and Share Transfer Agents of the Company.
During the Financial Year 2018-19, no meeting of Stakeholders Relationship Committee
was held.
The Composition of the Stakeholders Relationship Committee is given below:
| Name of the Member |
Category |
Designation |
| Mr. Deepak Ladia |
Non-Executive, Independent |
Chairman |
| Mr. Poonam Chand Deedwania |
Non- Executive, Independent |
Member |
| Mrs. Tara Rani Jain |
Non-Executive, Non - Independent |
Member |
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under
Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to
the employees and Directors to report to the management concerns about unethical behavior,
actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism
provides for adequate safeguards against victimization of employees and Directors to avail
of the mechanism and also provide for direct access to the Chairman of the Audit Committee
in exceptional cases. The said policy may be referred toat the Company's website at the
web link:http://ufmindl.weebly.com/ uploads/8/7/1/1/8711000/whistle blower policy.pdf
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
The Board has framed a Remuneration Policy for selection, appointment and remuneration
of Directors, Key Managerial Personnel and Senior Management Employees. The remuneration
policy aims to enable the company to attract, retain and motivate highly qualified members
for the Board and at other executive levels. The remuneration policy seeks to enable the
Company to provide a well-balanced and performance- related compensation package, taking
into account shareholders' interests, industry standards and relevant Indian corporate
regulations. The details on the same are given in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement of Section 134 (3) (c) read with section 134 (5) of the
Companies Act, 2013, the Directors hereby confirm and state that:
• In the preparation of Annual Accounts, the applicable Accounting Standards have
been followed along with the proper explanation relating to material departures, if any.
• The Directors have selected such accounting policies and have applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March, 2019
and of the profit of the Company for the year under review.
• The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
• The Directors have prepared the annual accounts ongoing concern basis.
• The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
• The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
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. Mr. Deepak
Ladia and Mr. Poonam Chand Deedwania are Independent Directors on the Board of your
Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the
conditions specified in section 149 of the Act and the Rules made thereunder about their
status as Independent Director of the Company.
FAMILIARIZATIONPROGRAMMEUNDERTAKENFORINDEPENDENTDIRECTORS
In order to enable the Independent Directors to perform their duties optimally, the
Board has devised a familiarization programme for the Independent Directors to familiarise
them with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company, etc. They are
periodically updated about the development which takes place in the Company. The
Independent Directors have been issued Letter of Appointment setting out in detail, the
terms of appointment, duties, responsibilities and commitments etc. The familiarization
program is available on the Company's website under the
weblink:http://ufmindl.weebly.com/uploads/8/7/1/1/8711000/ familiarization programme.pdf
AUDITORS & AUDITORS' REPORT
M/s. P. A. Agarwal & Co., Chartered Accountants (Firm Registration no. 327316E),
Statutory Auditors of the Company, have been appointed by the members at the Thirty First
Annual General Meeting and shall hold office for a period of 5 years from the date of such
meeting held on 26th September, 2017.
The notes to the accounts referred to in the Auditors' Report are self-explanatory and,
therefore, do not call for any further comments.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Sushma Jain, a Company Secretary in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith markedAnnexure-2.
The report is self-explanatory and do not call for any further comments.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, your company has not given any loan or guarantee to any
person falling under ambit of Section 186 of the Companies Act, 2013.
Details of Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions are entered on arm's length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of
the transactions with the Related Party are provided in the Company's financial statements
in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval has been obtained for the transactions which are foreseen and repetitive
in nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions.
A policy on 'Related Party Transactions' has been devised by the Company which may be
referred to at the Company's website at the web link
http://ufmindl.weebly.com/uploads/8/7/1/1/8711000/ related party policy.pdf
RESERVES
During the year under review no amount was transferred to reserves.
DIVIDEND
In order to conserve resources for future operations, your Directors do not recommend
any dividend for the Financial Year 2018-19.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated in section 134 (3) (m) of the Act and rules framed there
under is mentioned below:
(A) Steps taken toward Conservation of energy:
• We have replaced several light fittings with LED based lighting. This will
reduce lighting cost significantly.
• We are taking good care of Motors and compressors so that they are never over
heated with high current.
• Damaged Power factor capacitors have been replaced.
(B) Steps taken toward Technical Absorption:
• We have invited expert millers and company representative from BUHLER India, our
machinery supplier to improve our systems. We have significantly improved our lab
processes and systems. Hygiene in the production facility has been ramped up. Preventive
maintenance has significantly reduced sudden breakdown causing production loss.
(C) Foreign Exchange Earnings And Outgo
During the period under review, there was no Foreign Exchange Earnings and Outgo.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has carried out the annual evaluation of its own performance, its Committees and
Directors individually. A structured questionnaire was prepared after circulating the
draft forms, covering various aspects of the Board'sfunctioning such as adequacy of the
composition of the Board andits Committees, Board culture, execution and performance of
specificduties, obligations and governance.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
The Directors expressed their satisfaction over the evaluation process and results
thereof.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act, 2013 and in terms of the Memorandum
and Articles of Association of the Company, Mr. Avishek Jain will retire by rotation and
being eligible, offers himself for reappointment. In view of his considerable experience,
your Directors recommend his re-appointment as Director of the company.
There has not been any appointment/ retirement/ resignationof Key Managerial Personnel
during the financial year ended 31stMarch, 2019.
HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any Holding, Subsidiary, Associate and Joint Venture.
DEPOSITS
During the year under report, the Company has not accepted any deposits from public or
from any of the Directors of the Company or their relatives falling under ambit of Section
73 of the Companies Act, 2013.
CHANGES IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS
During the year under review, there have been no material orders passed by the
Regulators/Courts impacting materially the going concern status or future operations of
the Company.
There were no material changes and commitments affecting the financial position of the
Company during the period under review.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
Internal Control Systems are designed to ensure the reliability of financial and other
record and accountability of executive action to the management's authorization. The
Statutory Auditors have evaluated the system of internal controls of the Company and have
reported that the same are adequate and commensurate with the size of the Company and
nature of its business.
The internal control systems are reviewed by the top Management and by the Audit
Committee of the Board and proper follow up action ensured wherever required.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. During the year, such controls were tested
and no reportable material weakness in the design or operations were observed.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with, a statement
containing particulars of employees as required under Section 197 of Companies Act, 2013
read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith and markedAnnexure- 3 and forms part of
this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has adopted a 'Policy on Prevention of Sexual Harassment' as per the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("Sexual Harassment Act"). We affirm that adequate access has been provided to
any complainants who wish to register a complaint under the policy. No complaint was
received during the year.
NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI(LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS,2015:
Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations
andDisclosure Requirements) Regulations, 2015, compliance with the provisions 17 to27 and
clauses (b) to (i) of sub-regulation 46 and Para C, D and E of Schedule V ofthe Corporate
Governance are not applicable to the Companies having paid upequity share capital not
exceeding Rs. 10 Crore and Net Worth not exceedingRs. 25 Crore, as on the last day of
previous financial year or on theCompanies listed on SME Exchange.
In view of above, as per the latest Audited Financial Statements of the Company asat
March 31, 2019, the paid-up Equity Share Capital and the Net Worth of theCompany does not
exceed the respective threshold limit of Rs. 10 Crore and Rs. 25Crore, as aforesaid; hence
compliance with the aforementioned provisions of theCorporate Governance are not
applicable to the Company
CODE OF CONDUCT
In pursuance of the SEBI Regulations, the Board has approved the 'Code of Conduct for
Board of Directors and Senior Management' and same has been posted on the Company's
website www.ufmindl.weebly.com. The Directors and Senior Management personnel have
affirmed compliance with the provisions of above Code of Conduct. The declaration by the
Managing Director to this effect is also attached to this Report.
CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17(8) of the Listing Obligations and Disclosures
Requirements formulated by Securities and Exchange Board of India (SEBI), the CEO/CFO
certification has been submitted to the Board and a copy thereof is contained in this
Annual Report.
HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS
The Company recognizes the need for continuous growth and development of its employees
in order to provide greater job satisfaction and also to equip them to meet growing
organizational challenges.
During the year under review, there has not been any material change in human
resources, industrial relations and number of people employed.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send copies of Annual report,
Notices, etc., electronically to the email IDs of shareholders. Your Company has arranged
to send the soft copies of these documents to the registered email IDs of the
shareholders, wherever applicable. In case, any shareholder would like to receive physical
copies of these documents, the same shall be forwarded upon receipt of written request in
this respect.
CAUTIONARY STATEMENT
Statements in this report describing the Company's objectives, expectations or
predictions, may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement.
Important factors that could influence the Company's operations include global and
domestic demand and supply conditions affecting selling prices of finished goods, input
availability and prices, changes in Government regulations, tax laws, economic
developments within the country and other incidental factors. The Company assumes no
responsibility to publicly amend, modify or revise any forward-looking statements, on the
basis, of any subsequent developments, events or information.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of gratitude to the
Banks, Central and State Governments and their departments and the Local Authorities,
Customers, Vendors, Business partners/ associates and Stock Exchanges for their continued
guidance and support.
Your Directors would also like to place on record their sincere appreciation for the
commitment, dedication and hard work put in by every member of the Company and recognize
their contribution towards Company's achievements. Your Directors express their gratitude
to the shareholders of the Company for reposing their confidence and trust in the
Management of the Company.
|
For and on behalf of the Board of Directors |
|
| Place : Silchar |
Mahabir Prasad Jain |
Avishek Jain |
| Date : 14th August, 2019 |
Managing Director |
Director |
|
DIN: 00498001 |
DIN: 01383018 |
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