Dear Shareholders,
Your Directors have pleasure in presenting the 37th Annual Report of the
Company together with the Audited Balance Sheet as at 31st March, 2023 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, 2023 as compared to the previous financial year are as under: -
(Rs. in Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Net Sales / Income |
12,583.30 |
8740.53 |
| Profit Before Depreciation, Interest, exceptional items & Tax |
230.22 |
217.50 |
| Less: Depreciation |
23.61 |
25.04 |
| Less: Interest and Finance Charges |
73.89 |
51.68 |
| Less: Exceptional Items |
- |
- |
| Profit Before Tax |
132.72 |
140.78 |
| Less: Tax Expenses: |
|
|
| - Current Year |
26.05 |
25.29 |
| - Previous Year |
0.05 |
0.28 |
| - Deferred Tax |
(30.53) |
3.81 |
| Profit after Tax |
137.15 |
111.41 |
OPERATIONS AND PERFORMANCE REVIEW
During the year under review, your Company manufactured 44884.50 MT of flour (Atta,
Maida, Suji, Bran, and Wheat) as against 39,423.17 MT in previous Financial Year.
Similarly, your Company has been able to achieve sales volume of 44026.17 MT of flour
(Atta, Maida, Suji, Bran) as against 38,685.66 MT in previous Financial Year.
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 2022-23.
SHARE CAPITAL
The paid-up Equity Capital as on March 31, 2023 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.
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 COMPANYS 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.
HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any Holding, Subsidiary, Associate or Joint Venture Company.
EXTRACT OF ANNUAL RETURN
In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies
Act, 2013, the Annual return of the Company has been placed on the Companys website.
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 re-appointment. In view of his considerable experience,
your directors recommend his re-appointment as Director of the company.
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.
During the year, four (4) Board Meetings of the Company were convened and held on 30th
May, 2022, 13th August, 2022, 14th November, 2022 and 14th
February, 2023. 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 2022-2023 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 |
4 |
Yes |
| Mr. Deepak Ladia |
4 |
Yes |
| Mr. Poonam Chand Deedwania |
4 |
Yes |
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.
MEETINGS OF INDEPENDENT DIRECTORS
During the year under review, meeting of Independent Directors was held on 14th
February, 2023 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.
FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
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 Companys website.
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.
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 Boards functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations, and governance.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards 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.
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 is annexed herewith and
marked Annexure- 1 and forms part of this report.
Further, a statement showing the names and other particulars of employees drawing
remuneration in excess of the limits as set out in the Rules 5(2) and 5(3) of the
aforesaid Rules forms part of this Report. However, in terms of first provision of section
136(1) of the Act, the Annual Report and Accounts are being sent to the members and others
entitled thereto, excluding the aforesaid information. The said information is available
for inspection by the members at the Registered Office of the Company during business
hours on working days up to the date of the ensuing Annual General Meeting.
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 4 (four) times during the financial year 2022-2023. The Audit
Committees 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, 2022, 13th
August, 2022, 14th November, 2022 and 14th February, 2023. All the
members of the Committee attended the meeting.
The Audit Committee comprises of the following members:
| Name |
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 |
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 Companys 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, 2022 during the
financial year 2022-23. All the members of the Committee attended the meeting.
The composition of the Nomination and Remuneration Committee as at 31st March, 2023 is
as under:
| 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 |
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 Committees 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 2022-23, meetings of Stakeholders Relationship Committee were
held on 26th August 2022, 14th September 2022, 26th
December 2022, 9th January 2023, 21st January 2023, 20th February
2023, 20th March, 2023. All the members of the Committee attended the meeting.
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 |
STATUTORY AUDITORS & AUDITORS REPORT
M/s. Anil Hitesh & Associates, Chartered Accountants (Firm Registration Number:
325406E) have been appointed as the Statutory Auditors of the Company, to hold office for
a period of 5 years from the conclusion of the 36th Annual General Meeting.
Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s. Anil Hitesh & Associates have represented that they are
not disqualified and continue to be eligible to act as the Auditor of the Company.
The notes to the accounts referred to in the Auditors Report are self-explanatory and,
therefore, do not call for any further comments.
INTERNAL FINANCIAL CONTROL
You Company has adequate internal adequate procedures commensurate with its size and
scale of operations, nature of business to ensure that all the assets of the Company are
safeguard and protected and that all transactions are authorized, recorded, and reported
appropriately.
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 to at the Companys website at the
web link:http://ufmindl.weebly.com/uploads/8/7/1/1/8711000/whistle blower policy.pdf
SECRETARIAL AUDIT REPORT
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 Mr. Sonesh Jain, a Company Secretary in Practice to undertake the Secretarial
Audit of the Company for the F.Y.-2022-2023. The Secretarial Audit Report is annexed
herewith marked Annexure-2. The report is self-explanatory and do not call for any
further comments.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with the Secretarial Standards issued by the Institute of
Company secretaries of India on Board Meetings and Annual General Meetings.
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 and
Disclosure Requirements) Regulations, 2015, compliance with the provisions 17 to 27 and
clauses (b) to (i) of sub-regulation 46 and Para C, D and E of Schedule V of the Corporate
Governance are not applicable to the Companies having paid up equity share capital not
exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of
previous financial year.
In view of above, as per the latest Audited Financial Statements of the Company as at
March 31, 2023, the paid-up Equity Share Capital and the Net Worth of the Company does not
exceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Crore, as aforesaid;
hence compliance with the aforementioned provisions of the Corporate Governance are not
applicable to the Company
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 arms 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 Companys 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 Companys website at the web link
http://ufmindl.weebly.com/uploads/8/7/1/1/8711000/related party policy.pdf
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.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under Regulation 34 read with
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015 and any amendment thereof is annexed herewith as
Annexure-3. Certain statements in the said report may be forward looking.
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:
• Modernization Project for the Silchar unit is under consideration. This will
decrease energy requirement significantly once executed.
• PLC system will be introduced as per the modernization scheme along with VFD
drives. This will not only make the mill energy efficient but also reduce the frequency of
breakdown.
• Study for installation of solar PV module at Dhubri unit is completed. We are
discussing with potential vendors for the same.
(B) Steps taken toward Technical Absorption:
• Project study has been taken for modernization of the silchar unit.
Modernization of the Milling section has been ordered with PINGLE for providing Roller
body, Plan shifter, jet Filter along with PLC system. Execution will take place in the
financial year 2023-24.
• The modernization project would optimum performance and reduces breakdown and
electrical consumption. It shall also enhance the product quality and superior flour
particularly for the Bakery market.
• Installation of VFD (Variable frequency Drive) along with major motors would
reduce the power consumption. This has been identified and detail working will be taken up
in the upcoming year.
• We are hopeful of completing the modernization work in record time from the time
of taking a shutdown at a favorable time.
(C) Foreign Exchange Earnings and Outgo
During the period under review, there was no Foreign Exchange Earnings and the Outgo
was 185.54 Lakhs.
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, 2023
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.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
There was no application made or proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016, during the year under review.
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.
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 Companys
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.
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, the industrial relations in all units and branches of the
Company remained cordial and peaceful through out the year.
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.
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 Companys 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 |
|
|
Mahabir Prasad Jain |
Avishek Jain |
| Place: Silchar |
Managing Director |
Director |
| Date: 30th May 2023 |
DIN: 00498001 |
DIN: 01383018 |
+91-9892691696
