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UFM Industries Ltd.

BSE: 531610 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE832E01010
BSE 05:30 | 01 Jan UFM Industries Ltd
NSE 05:30 | 01 Jan UFM Industries Ltd

UFM Industries Ltd. (UFMINDUSTRIES) - Chairman Speech

Company 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 statutoryprovisions and the adherence to good corporate practices by UFM Industries Limited (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner that providedme a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2019complied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by UFM Industries Limited for the financial year ended on 31stMarch 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 madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange 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 andTakeovers) 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 DisclosureRequirements) Regulations 2009 and the Securities and Exchange Board of India (Issue ofCapital 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 ShareTransfer 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) Regulations2018;

(i) The Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015;

I have also examined compliance with the applicable clauses of the SecretarialStandards issued by the Institute of Company Secretaries of India.During the period underreview the Company has complied withthe provisions of the Act Rules RegulationsGuidelines Standardsetc. mentioned above.

I further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive and Independent Directors. No changes in thecomposition 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 agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

(c) None of the Directors in any meeting dissented on any resolution and hence therewas no instance of recording any dissenting member's view in the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the Company received In-principleapproval 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-Iwhich 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