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BSE Code : | NSE Symbol : | ISIN:| SECTOR : |

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Volume 280564

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Key Stats

MARKET CAP (RS CR) 11.27
P/E 5.97
BOOK VALUE (RS) 30.2241147
DIV (%) 0
MARKET LOT 1
EPS (TTM) 3.18
PRICE/BOOK 0.628637106118446
DIV YIELD.(%) 0
FACE VALUE (RS) 10
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4

News & Announcements

14-Feb-2021

UFM Industries standalone net profit rises 600.00% in the December 2020 quarter

06-Feb-2021

UFM Industries announces board meeting date

21-Oct-2020

UFM Industries Ltd - Half Yearly Certificate Under Clause 40(9) Of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015

13-Oct-2020

UFM Industries Ltd - Statement Of Investor Complaints For The Quarter Ended September 2020

06-Feb-2021

UFM Industries announces board meeting date

12-Sep-2020

UFM Industries to convene AGM

11-Sep-2020

UFM Industries schedules board meeting

25-Jul-2020

UFM Industries to declare Quarterly Result

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
ADF Foods Ltd 519183 ADFFOODS
Agro Dutch Industries Ltd 519281 AGRODUTCH
Amajin Agro Exports 531708
Ambuja Flour Mills Ltd 519142
Ampro Products Ltd 519345
Amrit Corp Ltd 507525
Amrut Industries Ltd (Wound-up) 500011 AMRUTIND
Anjani Foods Ltd 511153
Anmol Dairy Ltd (Merged) 519510
ANS Industries Ltd 531406
Apis India Ltd 506166
Aravali Industries Ltd 521339 ARAVALIIND
Asian Lakto Industries Ltd 531285
Asian Vegpro Industries Ltd 530413
Asiatic Food (Exports) Ltd 531133
Avanti Feeds Ltd 512573 AVANTIFEED
AVI Export (India) Ltd (Wound-up) 531379
Baba Agro Food Ltd 535007 BABAFOOD
Bagrrys India Ltd 40328
Balaji Foods & Feeds Ltd (Merged) 519291 BALAJIFOOD
Bambino Agro Industries Ltd 519295
Bambino Food Industries Ltd (Merged) 530137
Bharatpur Nutritional Products Ltd 519393
Bilati (Orissa) Ltd 531906
Blue Heavens Agro Industries Ltd 40427
Cepham Milk Specialities Ltd 524810 CEPHAMILK
Chamanlal Setia Exports Ltd 530307
Chordia Food Products Ltd 519475
Chothani Foods Ltd 540681
Classic Mushrooms Ltd 532136
Coduras Exports Ltd (Wound-up) 530849
Concert Spices & Exports Ltd 523568
Confro Agros Ltd 519554
Cremica Agro Foods Ltd 40181
Cryptogen Agro Industries Ltd 531656
Dangee Dums Ltd 535104 DANGEE
Deccan Health Care Ltd 542248
DFM Foods Ltd 519588 DFMFOODS
Dharnendra Industries Ltd 519134 DHARNENIND
Doon Valley Rice Ltd 531226 DOONVALLEY
Eastern Overseas Ltd 519391 EASTOVERSE
Eco Friendly Food Processing Park Ltd 534839
Energy Products (I) Ltd 531620
Esteem Bio Organic Food Processing Ltd 534927
Estel Agrotech Ltd 532087
Euro India Fresh Foods Ltd 538412 EIFFL
Farmax India Ltd 590094 FARMAXIND
Fine Agromation Ltd 40317
Flex Foods Ltd 523672
Florence Agro Developers Ltd 40426
Foods & Inns Ltd 507552
Fortune Foods Ltd 519187
Freshtrop Fruits Ltd 530077
Genomics Biotech Ltd 524011
Global Foods Ltd 519498
Goa Fruit Specialities Ltd 531477
Godrej Agrovet Ltd 540743 GODREJAGRO
Goga Foods Ltd 40481
Goldcoin Health Foods Ltd 538542
Golden Proteins Ltd 519025
Great Western Industrial Ltd 531504
GRM Overseas Ltd 531449
Gujarat Aqua Industries Ltd 519347
Gujarat Dehyd Foods Ltd 526135
Has Lifestyle Ltd 780014
Hatsun Agro Product Ltd 531531 HATSUN
Heritage Foods Ltd 519552 HERITGFOOD
Herman Milkfoods Ltd 519428
Himalaya Food International Ltd 526899
Himalayan Vegefruit Ltd 40263
Himgiri Foods Ltd 519244
Hind Industries Ltd 526307 HINDIND
Hindustan Foods Ltd 519126 HNDFDS
IB Infotech Enterprises Ltd 519463
Inceptum Enterprises Ltd 538541
Indage Restaurants & Leisure Ltd 532264
Indian Food Fermentations Ltd 519365
Indiana Dairy Specialities Ltd (Wound-up) 519329 INDAIRYSPE
Indo Biotech Foods Ltd 519222 INDBIOFOOD
Indo Britain Agro Farms Ltd 530911
Indo Dutch Protiens Ltd 519576
Indo French Biotech Enterprises Ltd 519538 INDOFREBIO
Indusmin Foods Ltd 531128
Industrial Progressive (India) Ltd 526021
Jagdamba Foods Ltd 519578
Jasmina Industries Ltd 519271
Jhandewalas Foods Ltd 540850
K J International Ltd 519548 KJINTL
Kanaiya Foods(I) Ltd 519540
Kartikeya Agro Products Ltd 519435
Kesar Greenfield International Ltd 531967
KMG Milk Food Ltd 519415
Kohinoor Foods Ltd 512559 KOHINOOR
Kore Foods Ltd 500458 PHILCORP
Kothari Fermentation & Biochem Ltd 507474
Kovilpatti Lakshmi Roller Flour Mills Ltd 507598 KLRF
KRBL Ltd 530813 KRBL
KSE Ltd 519421 KSE
Kutch Salt & Allied Industries Ltd 506540
Kwality Ltd 531882 KWALITY
L T Foods Ltd 532783 DAAWAT
Lakshmi Energy & Foods Ltd 519570 LAKSHMIEFL
Lilac Exports Ltd 519608
Lotte India Corporation Ltd 590004 LOTTEINDIA
Lotus Chocolate Company Ltd 523475
Madhur Industries Ltd 519279 MADHURFOOD
Mahaan Foods Ltd 519612
Mahavira Foods Ltd 519433
Manpasand Beverages Ltd 539207 MANPASAND
Mansarovar Bottling Company Ltd (Merged) 519094
Maxworth Orchards (India) Ltd 500272 MARUTIORGN
Maxworth Orchards International Ltd (Wound-up) 531296
Megastar Foods Ltd 541352
Mehar Dairy Industries Ltd 519379 THAPARMILK
Milk Partners India Ltd 519335
Milk Specialities Ltd 519403
Milkfood Ltd 507621
Mishtann Foods Ltd 539594
Modern Dairies Ltd 519287
Mount Everest Mineral Water Ltd 531096
Mrs Bectors Food Specialities Ltd 543253 BECTORFOOD
N P Chewing Gums Ltd 519081
Nakoda Group of Industries Ltd 541418
Narmada Agrobase Ltd 535072 NARMADA
Natura Hue Chem Ltd 531834
Natural Expo Agro Industries Ltd 530671
Naturite Agro Products Ltd 538926
NHC Foods Ltd 517554
Nijjer Agro Foods Ltd 519168
Nikumbh Dairy Products Ltd 519264
Nimbus Foods Industries Ltd 531598
Oceanic Foods Ltd 540405
Orient Vegetexpo Ltd 519564
Oswal Agro Furane Ltd 500316 OSWALAGFUR
Ovobel Foods Ltd 530741
Parag Milk Foods Ltd 539889 PARAGMILK
Pioneer Cashew Industries Ltd 531264
Prabhat Dairy Ltd 539351 PRABHAT
Prataap Snacks Ltd 540724 DIAMONDYD
R T Exports Ltd 512565
Raghuvansh Agrofarms Ltd 538921
Rajhans Foods Ltd 531193
Ravalgaon Sugar Farm Ltd 507300 RAVALSUGAR
RCL Foods Ltd 530923
RCL Retail Ltd 534708
Ready Foods Ltd 519250 READYFOOD
Regent Agro Products Ltd 531848
REI Agro Ltd 532106 REIAGROLTD
Reil Products Ltd (Liquidated) 519524 REILPROD
Rishabh Agro Industries Ltd 519277
Rishabh Food Products Ltd 519179
Riverdale Foods Ltd 530157
RMI Foods Ltd 519375
Saboo Sodium Chloro Ltd 530461
Sahas Agro Ltd 519526
Salstar Foods & Beverages Ltd 519075
Sampre Nutritions Ltd 530617
Sanwaria Consumer Ltd 519260 SANWARIA
Saptarishi Agro Industries Ltd 519238
Sarveshwar Foods Ltd 535054 SARVESHWAR
Sathe Biscuit & Chocolate Co Ltd 507650
Shah Foods Ltd 519031
Shanti Overseas (India) Ltd 538443 SHANTI
Sheetal Cool Products Ltd 540757
Shiva Egg Products Ltd (Wound-up) 530995
Shri Vardhman Overseas Ltd 512610
Siddhivinayak Dairy & Food Products Ltd 531231
Sita Shree Food Products Ltd 532961 SITASHREE
SKM Egg Products Export (India) Ltd 532143 SKMEGGPROD
Soni Soya Products Ltd 535069 SONISOYA
South Asian Mushroom Ltd 531948
Sparkle Foods Ltd 531313
Spectrum Foods Ltd 531982
Sri Skandan Industries Ltd 531604
Sugam Agro-Tech Ltd 531405
Sunil Agro Foods Ltd 530953
Super Bakers (India) Ltd 530735
Supplementary Foods (India) Ltd 519236
SYP Agro Foods Ltd 519313
Tanvi Foods (India) Ltd 540332
Tarai Foods Ltd 519285
Tasty Bite Eatables Ltd 519091 TASTYBITE
Tasty Dairy Specialities Ltd 540955
Temptation Foods Ltd 519228
Thapar Foods Ltd 519162
Trans Agro Tech Ltd 530527
Trans Techno Foods Ltd 519496
Transglobe Foods Ltd 519367
Tricom Fruit Products Ltd 531716
Tropical Orchards & Aqua Products Ltd 40250
Umang Dairies Ltd 500231 UMANGDAIRY
Unified Agro Industries Ltd 519582
Unique Organics Ltd 530997
Universal Vita Alimentare Ltd 519204
Usher Agro Ltd 532765 USHERAGRO
Vadilal Dairy International Ltd 519451
Vadilal Industries Ltd 519156 VADILALIND
Varun Beverages Ltd 540180 VBL
Vidiani Agrotech Industries Ltd 526453 VIDANIAGRO
Vinsari Fruitech Ltd 532020
Vintage Foods & Industries Ltd 531940
Virat Crane Industries Ltd 519457
Vishal Agritech India Ltd 531596
Vishal Lakto (India) Ltd 519252
Vishnupriya Agro Industries Ltd 512002
Vital Foods Ltd 523501
Western Foods Ltd 519558
Western Fruit & Vegetable Ltd 519321
Winfarm Agro Industries Ltd 519381
Zydus Wellness Ltd 531335 ZYDUSWELL

Share Holding

Category No. of shares Percentage
Total Foreign 0 0.00
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 0 0.00
Total Promoters 3745700 63.14
Total Public & others 2186900 36.86
Total 5932600 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About UFM Industries Ltd

Incorporated as a private limited company in Jun.'86 to take over Union Flour Mills and carry out the business of wheat flour. Union Flour Mills was a partnership firm which started commercial production in 1965 with an installed capacity of 30,000 tpa. Subsequently, under an expansion programme, another unit was set up with an installed capacity of 42,000 tpa within the same complex at Meherpur, Assam. The company was converted into a public limited company in Mar.'88. It set up another 42,000 tpa roller flour mill with Buhler technology from Switzerland at Gauripur, Assam. This unit commenced commercial production in Mar.'90. Presently, the installed capacity is 1,14,000 tpa. The company proposes to modernise its mills at Silchar and Gauripur and also to launch poly pouches to market its products. It came out with a public issue in Jan.'96 to part-finance the aboe project and to meet the normal working capital requirements. It proposes to market its products under the Harvest brand name, which will be packaged in multi-layered poly pouches.

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

   

UFM Industries Ltd Company History

Incorporated as a private limited company in Jun.'86 to take over Union Flour Mills and carry out the business of wheat flour. Union Flour Mills was a partnership firm which started commercial production in 1965 with an installed capacity of 30,000 tpa. Subsequently, under an expansion programme, another unit was set up with an installed capacity of 42,000 tpa within the same complex at Meherpur, Assam. The company was converted into a public limited company in Mar.'88. It set up another 42,000 tpa roller flour mill with Buhler technology from Switzerland at Gauripur, Assam. This unit commenced commercial production in Mar.'90. Presently, the installed capacity is 1,14,000 tpa. The company proposes to modernise its mills at Silchar and Gauripur and also to launch poly pouches to market its products. It came out with a public issue in Jan.'96 to part-finance the aboe project and to meet the normal working capital requirements. It proposes to market its products under the Harvest brand name, which will be packaged in multi-layered poly pouches.

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

   

UFM Industries Ltd Company Background

Mahabir Prasad Jain
Incorporation Year1986
Registered OfficeMeherpur,
Silchar,Assam-788015
Telephone91-3842-234322/241538,Managing Director
Fax91-3842-241539
Company SecretaryJyoti Jain
AuditorP A Agarwal & Co
Face Value10
Market Lot1
ListingBSE,Kolkata,
RegistrarNiche Technologies Pvt Ltd
D-511 Bagree Market,5th Floor,71 B R B Basu Road,Kolkata - 700001

UFM Industries Ltd Company Management

Director NameDirector DesignationYear
Deepak LadiaIndependent Director2017
Mahabir Prasad JainManaging Director2017
Tara JainNon Executive Director2017
Avishek JainDirector & CFO2017
Poonam Deewani ChandIndependent Director2017
Jyoti JainCompany Secretary2017

UFM Industries Ltd Listing Information

UFM Industries Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Maida Qtl00195434.549.3357
Atta Qtl0082942.2415.9948
Bran Qtl0077308.9514.9606
Suji. Qtl002935.50.8424
Wheat MT 001978.720.4191
Service Income NA 0000.0989
Other Operating Revenue NA 0000
Refrection Qtl0000
Maida/Flour/Sooji MT 0000
Atta MT 0000
Wheat Germ MT 0000
Flour MT 0000
Maida MT 0000
Bran MT 0000
Suji. MT 0000
Sale of Products NA 0000

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