AFFLUENCE

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 19THANNUAL GENERAL MEETING OF THE MEMBERS OF INDO FARM EQUIPMENT LIMITED WILL BE HELD ON MONDAY , THE 30TH OF SEPTEMBER 2019 AT 10.00 A.M. AT REGISTERED OFFICE AT S.C.O. 859, NAC KALKA ROAD, MANIMAJRA, CHANDIGARH TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1.      To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2019 and the Reports of the Board of Directors and Auditors thereon.

2.      To appoint a Director in place of Smt. Sunita Saini (DIN: 00062113)who retires by rotation and being eligible offers herself for re-appointment.

3.      To appoint a Director in place of Mr. Dhian Lal Rana   (DIN: 08212561) who retires by rotation and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

4.      APPOINTMENT OF MR. ANSHUL KHADWALIA AS DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification, the following as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 152 and 161 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force)pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, consent of the members be and is hereby accorded to appoint Mr. Anshul Khadwalia (DIN: 05243344), who was appointed as an additional Director by the Board of Directors to hold office up to the date of this Annual General Meeting, and in respect of whom the company has received a notice and the requisite amount of deposit under Section 160 of the Companies Act, 2013, as a Director of the company liable to retire by rotation.

5.      APPOINTMENT OF MR. ANSHUL KHADWALIA  AS JOINT MANAGING DIRECTOR

To consider and if thought fit, to pass with or without modification, the following as a special Resolution:

RESOLVED THAT pursuant to the provisions of Section 197, 198 and 203 read with Schedule V and all other applicable provisions, if any, of Companies Act, 2013, including the statutory modification and re-enactments thereof for the time being in force, the consent of the members be and is hereby accorded for the appointment of Mr. Anshul Khadwalia  as Joint Managing Directorof the company with effect from October 18th, 2018 for a term of 3 years and to pay remuneration by way of salary, perquisites and allowances as per the following details:

Salary   :Rs. 8,00,000/-  per month (Rupees Eight lakh per month)

PERQUISITES:

           In addition to the salary, he will be entitled to the following perquisites:

(i)               Medical Allowance:  Re-imbursement of actual medical expenses for self             and family as per rule of the Company.

(ii)            Provident Fund and Gratuity:   Contribution to Provident fund and Gratuity as per applicable laws and rules of the Company.

(iii)           Leave Encashment: Twenty days in a year to be accumulated up to 240 days   as per rule of the Company. Leave accumulated and not availed of during her tenure as whole Time Director may be allowed to be encashed as per rule of the Company.

(iv)           Club fees:   Fees of Clubs subject to maximum of two clubs. No admission and Life membership fees will be paid.

(v)             In addition to salary, he will be entitled to the incentive/performance bonus depending upon the performance of the company.

(vi)          He will be entitled to the LTC of Rs. 60000/- once in a year but will not receive sitting fee for attending meeting of the directors or any committee thereof. The appointment may be terminated by either party by giving three month notice or salary in lieu thereof or by mutual consent. All payments are subject to applicable provisions of Income Tax and other laws.

(vii)        Free telephone /Mobile facility: The Company shall provide telephone        and other communication facilities at residence. All the expenses shall be                 borne by the Company.

(viii)     Free use of Car with Driver. All repair and maintenance and running               expenses including drivers salary shall be borne by the Company.

MINIMUM REMUNERATION:  

In the event of loss or inadequacy of profits in any financial Year during his tenure of service of Mr. Anshul Khadwalia, the payment of salary and perquisites as mentioned in the above resolution shall be the minimum remuneration.

FURTHER RESOLVED THAT, Mr. Ranbir Singh Khadwalia, Managing Director of the Company be and is hereby authorized to file necessary form with Registrar of Companies in this regard.

6. APPOINTMENT OF MR. DEVENDER DUTT GAUTAM AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification, the following as a special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, and 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Devender Dutt Gautam (DIN: 01773555), who was appointed as an Independent Director of the Company and who holds office of the Director up to the conclusion of the ensuing Annual General Meeting and who is eligible for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years commencing 1st November, 2018 to 31st October, 2023.

FURTHER RESOLVED THAT Mr. Ranbir Singh Khadwalia, Chairman and Managing Director of the company be and are hereby severally authorized to file necessary forms with Registrar of Companies.

7.   RE-APPOINTMENT OF MR. RANBIR SINGH  KHADWALIA  AS MANAGING DIRECTOR

To consider and if thought fit, to pass with or without modification, the following as a special Resolution:

RESOLVED THAT pursuant to the provisions of Section 197, 198 and 203 read with Schedule V and all other applicable provisions, if any, of Companies Act, 2013, including the statutory modification and re-enactments thereof for the time being in force, the consent of the members be and is hereby accorded for the re-appointment of Mr. Ranbir Singh Khadwalia  as Managing Directorof the company with effect from July 1, 2019 for a term of 3 years and to pay remuneration by way of salary, perquisites and allowances as per the following details:

Salary   :Rs. 8,00,000/-  per month (Rupees Eight lakh per month)

PERQUISITES:

           In addition to the salary, he will be entitled to the following perquisites:

(ix)           Medical Allowance:  Re-imbursement of actual medical expenses for self             and family as per rule of the Company.

(x)             Provident Fund and Gratuity:   Contribution to Provident fund and Gratuity as per applicable laws and rules of the Company.

(xi)            Leave Encashment: Twenty days in a year to be accumulated up to 240 days   as per rule of the Company. Leave accumulated and not availed of during her tenure as whole Time Director may be allowed to be encashed as per rule of the Company.

(xii)         Club fees:   Fees of Clubs subject to maximum of two clubs. No admission and Life membership fees will be paid.

(xiii)      In addition to salary, he will be entitled to the incentive/performance bonus depending upon the performance of the company.

(xiv)      He will be entitled to the LTC of Rs. 60000/- once in a year but will not receive sitting fee for attending meeting of the directors or any committee thereof. The appointment may be terminated by either party by giving three month notice or salary in lieu thereof or by mutual consent. All payments are subject to applicable provisions of Income Tax and other laws.

(xv)         Free telephone /Mobile facility: The Company shall provide telephone        and other communication facilities at residence. All the expenses shall be                 borne by the Company.

(xvi)      Free use of Car with Driver. All repair and maintenance and running               expenses including drivers salary shall be borne by the Company.

MINIMUM REMUNERATION:  

In the event of loss or inadequacy of profits in any financial Year during his tenure of service of Mr. Ranbir Singh Khadwalia, the payment of salary and perquisites as mentioned in the above resolution shall be the minimum remuneration.

FURTHER RESOLVED THAT, Ms. Sunita Saini  Director of the Company be and is hereby authorized to file necessary form with Registrar of Companies in this regard.

8.   RE-APPOINTMENT OF MS. SUNITA SAINI  AS WHOLE TIME DIRECTOR OF THE COMPANY

RESOLVED THAT pursuant to the provisions of Section 196, 197 and schedule V of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, including the statutory modifications and re-enactments thereof, for the time being in force, pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, consent of the members be and is hereby  accorded to re-appoint Ms. Sunita Saini , as the Whole Time Director of the company w.e.f. 01.07.2019 for a further term of 3 years up to 30.06.2022 and to pay remuneration  by way of salary , perquisites and allowances as per the following details: Salary: Rs. 8,00,000 per month Re-Imbursement of Medi-claim Insurance premium for self & family up to Rs. 50,000 per annum In addition to salary, she will be entitled to the incentive/performance bonus depending upon the performance of the company. She will be entitled to the LTC of Rs. 60000/- once in a year but will not receive sitting fee for attending meeting of the directors or any committee thereof. The appointment may be terminated by either party by giving three month notice or salary in lieu thereof or by mutual consent. All payments are subject to applicable provisions of Income Tax and other laws.

RESOLVED FURTHER THAT in the event of inadequacy of profit during any financial year during her term, the aforesaid remuneration will be treated as minimum remuneration.

FURTHER RESOLVED THAT Mr. Ranbir Singh Khadwalia, Chairman and Managing Director of the company be and are hereby severally authorized to file necessary forms with Registrar of Companies.

         By the Order of Board

For INDO FARM EQUIPMENT LIMITED

Date: 12.09.2019

Place: Chandigarh

R.S.KHADWALIA          SUNITA SAINI

     (DIRECTOR)               (DIRECTOR)            

                                DIN: 00062154        DIN: 00062113

NOTES:

1.     A member entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of himself/herself and the proxy so appointed need not be a member of the Company. A proxy form attached herewith is to be lodged at the Registered Office of the Company 48 hours before the time of the meeting.

2.    Members are requested to bring their copies of Annual Reports to the meeting.

3.    Members are requested to notify any change in their address, mandates etc., to update the records of the company.

4.    Members/Proxies should bring the attendance slips duly filled in for attending the meeting.

5.    Copy Forwarded to : a) All directors

b) M/s Deepak Jindal&Co., Statutory Auditors.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

Mr. Anshul Khadwalia  (DIN: 05243344) was appointed as an Additional Director of the company w.e.f. October, 18, 2018 by the Board of Directors of the company. In terms of the provisions of Section 161 of the Companies Act, 2013, Mr. Anshul Khadwalia  was appointed to hold office upto the date of this Annual General Meeting. Pursuant to the provisions of Section 152 and Section 161 it is proposed to confirm and appoint Mr. Anshul Khadwalia  as a Director of the company liable to retire by rotation.

The company has received a written notice from a member along with the requisite amount of deposit as required under the provisions of the Section 160 proposing the candidature of Mr. Anshul Khadwalia as a Director.

Mr. Anshul Khadwalia  holds 2.65%  shares in the company.

Mr. Anshul Khadwalia is not disqualified to be appointed as the director of the company in terms of Section 164 of the Companies Act, 2013 and has given his consent in writing to act as director of the company.

Apart from Mr. Anshul Khadwalia , Mr. Ranbir Singh Khadwalia and Smt. Sunita Saini are concerned or interested in the aforesaid resolution.

ITEM NO. 5

Mr. Anshul Khadwalia was appointed as an Additional Director of the company w.e.f. 18.10.2018 by the Board of Directors of the company. He is heading Sales & marketing Division of Farming Division and being actively engaged in the day-to-day affairs of the company the Board of Directors decided to appoint him as the Joint Managing Director of the company for a term of 3 years w.e.f. 18.10.2018. Accordingly the resolution in Item no. 5 is placed for the approval of the members.

Statement containing required information as per Part II of Section II of Schedule V of the Companies Act, 2013:

I.                    GENERAL INFORMATION:

(i)                Nature of Industry: Manufacturing and marketing of Tractors and cranes.

(ii)              Date of commencement of commercial production: The Company started its commercial operations during the year 2000.

(iii)            In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable

(iv)            Financial performance based on given indicators: During the year ending March 31, 2019, the total revenue of the company was Rs. 30279.17 Lakhs. During the financial year ended on March 31, 2019, the company earned net profit of Rs. 975.67Lakhs.

(v)              Foreign investments or collaborators, if any: NIL

II. INFORMATION ABOUT THE APPOINTEE:

(a)  Background Details

Mr. Anshul Khadwalia  holds Degree of BSc in Business Operations and marketing, aged about 28 years and is having  experience of 7 years in this industry. The company is expecting to achieve new heights during his tenure as a Joint Managing Director with his master guidance to the company. Over the term of his career, Mr. Anshul Khadwalia   has gained qualitative experience and owing to his experience,  he will be proved to be huge asset to the company in future.

(b)  Past RemunerationNil

(c)   Recognition and awards: Young Entrepreneurs  awards 2017

(d)  Job Profile and his Suitability

He will be able to manage business operations of the company, help in strategic planning and implementation of the business planning. Under his leadership, the company will achieve new heights.

(e)  Remuneration Proposed

Approval is sought for appointment of Mr. Anshul Khadwalia as the Joint Managing Director of the company for a term of 3 years w.e.f. 18.10.2018 at such remuneration as given in Item no. 5 of the notice.

(f)    Comparative remuneration Profile with respect to Industry, size of the Company, profile of the position and person

Taking into consideration, the size of the company, and the profile of Mr. Anshul Khadwalia, the responsibilities shouldered by him, the proposed remuneration package seems to be in commensuration with the remuneration package paid to the managerial position in other companies.

(g)  Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personal, if any.

Relative of Mr. Ranbir Singh Khadwalia, Managing director and Ms. Sunita Saini, Director.

III. OTHER INFORMATION:

(a)  Reasons of loss or inadequate profits

The company started its operations in 2000 and over the last decade has been constantly working for establishing its position in the market and emerging with new products and market. There are inadequate profits in the company due to competition in the market but company will able to make more earnings in coming years.

(b)  Steps taken or proposed to be taken for improvement

The company is expanding its business in various products and markets being. Efforts are being taken to further diversify the existing lines of operations and to identify the niche in the market for the companys products. Being in a highly competitive market, the man power of the company and its relationship with the suppliers are the major driving forces. The management is of an opinion that under the able guidance of the proposed appointee and his understanding of the market, the company shall be able to revive its hold in the industry.

(c)   Expected increase in productivity and profit in measurable terms.

Since the company has invested in BAROTA FINANCE LTD, a NBFC making it a wholly owned subsidiary, it is expected that the company will achieve very good turnover and profit in future, which shall be sufficient to pay remuneration to the managerial personnel.

Additional information about the appointee as required under the Secretarial Standard 2 is stated at the end of the explanatory statement.

Mr. Anshul Khadwalia  being the appointee himself is interested in the resolution proposed in item no. 4. Apart from the appointee himself, Mr. Ranbir Singh Khadwalia, Managing Director and Smt. Sunita Saini, Director of the Company are interested or concerned in the said resolution.

ITEM NO. 6

Mr. Devender Dutt Gautam was appointed as an additional director of the Company w.e.f 01.11.2018  by the Board of Directors. As per the provisions contained under Section 161 of the Companies Act, 2013, the Additional Director so appointed shall hold office upto  the date of the next Annual General Meeting . Accordingly, Devender Dutt Gautam , as an  Additional Director, holds office upto the date of this Annual General Meeting.

Mr. Devender Dutt Gautam , completed 69 years of age.

Mr. Devender Dutt Gautam is currently a Member of the following Board Committees:

-Nomination and Remuneration Committee.

-Audit Committee

-CSR Committee

Mr. Devender Dutt Gautam  does not hold any Equity Shares in the Company.

Mr. Devender Dutt Gautam had attended threeBoard Meetings held in the Financial Year 2018-19.

Mr. Devender Dutt Gautam is  not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have given his consent to act as Director. The Company has received declaration from Mr. Devender Dutt Gautam stating that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

In the opinion of the Board, Mr. Devender Dutt Gautam fulfills the conditions for appointment as Independent Director as specified in the Companies Act, 2013 and is independent of the management.

The Company has received notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Devender Dutt Gautam, for the office of Director of the Company.

Save and except Mr. Devender Dutt Gautam, and his relatives to the extent of his shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (KMP) of the Company and his relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No 6 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the Members.

ITEM NO. 7

Mr. Ranbir Singh Khadwalia was  appointed as Managing  time Director of the company for a term of 3 years. His current term of appointment as the Managing Director of the Company expired on 30.06.2019. Considering his knowledge of various aspects relating to Companys affairs and long business experience, the Board of Directors is of the opinion that for smooth and efficient running of business, the services of Mr. Khadwalia should be available to the Company for a further  period of 3 years w.e.f 01.07.2019. In terms of Section II of Part II of Schedule V of the Companies Act, 2013, payment of remuneration to a managerial person during the financial year when the Company has inadequate profits in excess of the limits specified in the said Schedule requires the approvals of the Nomination and Remuneration Committee, the Board of Directors and shareholders of the company. Accordingly the resolution in Item no. 7 is placed for the approval of the members.

Statement containing required information as per Part II of Section II of Schedule V of the Companies Act, 2013:

II.                 GENERAL INFORMATION:

(vi)            Nature of Industry: Manufacturing and marketing of Tractors and cranes.

(vii)          Date of commencement of commercial production: The Company started its commercial operations during the year 2000.

(viii)        In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable

(ix)             Financial performance based on given indicators: During the year ending March 31, 2019, the total revenue of the company was Rs. 30279.17 Lakhs. During the financial year ended on March 31, 2019, the company earned net profit of Rs. 975.67Lakhs.

(x)               Foreign investments or collaborators, if any: NIL

II. INFORMATION ABOUT THE APPOINTEE:

(h)  Background Details

Mr. Ranbir Singh Khadwalia  holds Diploma in Mechanical Engineering and actively involved in Day to Day Business Operations , aged about 58 years and is having  experience of 38 years in this industry. The company is expecting to achieve new heights during his tenure as  Managing Director with his master guidance to the company.

(i)    Past Remuneration: Rs. 8,00,000 per month.

(j)    Recognition and awards: NIL

(k)  Job Profile and his Suitability

He will be able to manage business operations of the company, help in strategic planning and implementation of the business planning. Under his leadership, the company will achieve new heights.

(l)    Remuneration Proposed

Approval is sought for appointment of Mr. Ranbir Singh Khadwalia as the Managing Director of the company for a term of 3 years w.e.f. 01.07.2019 at such remuneration as given in Item no. 7 of the notice.

(m)            Comparative remuneration Profile with respect to Industry, size of the Company, profile of the position and person

Taking into consideration, the size of the company, and the profile of Mr. Ranbir Singh Khadwalia , the responsibilities shouldered by him, the proposed remuneration package seems to be in commensuration with the remuneration package paid to the managerial position in other companies.

(n)  Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personal, if any.

Relative of Mr. Anshul  Khadwalia, Joint Managing director and Ms. Sunita Saini, Director.

III. OTHER INFORMATION:

(d)  Reasons of loss or inadequate profits

The company started its operations in 2000 and over the last decade has been constantly working for establishing its position in the market and emerging with new products and market. There are inadequate profits in the company due to competition in the market but company will able to make more earnings in coming years.

(e)  Steps taken or proposed to be taken for improvement

The company is expanding its business in various products and markets being. Efforts are being taken to further diversify the existing lines of operations and to identify the niche in the market for the companys products. Being in a highly competitive market, the man power of the company and its relationship with the suppliers are the major driving forces. The management is of an opinion that under the able guidance of the proposed appointee and his understanding of the market, the company shall be able to revive its hold in the industry.

(f)    Expected increase in productivity and profit in measurable terms.

Since the company has invested in BAROTA FINANCE LTD, a NBFC making it a wholly owned subsidiary, it is expected that the company will achieve very good turnover and profit in future, which shall be sufficient to pay remuneration to the managerial personnel.

Additional information about the appointee as required under the Secretarial Standard 2 is stated at the end of the explanatory statement.

Mr. Ranbir Singh Khadwalia  being the appointee himself is interested in the resolution proposed in item no. 7. Apart from the appointee himself, Smt. Sunita Saini, Director and Mr. Anshul Khadwalia Joint Managing Director of the Company are interested or concerned in the said resolution.

ITEM NO. 8

Ms. Sunita Saini  is a whole time Director of the company who has been associated with the company for 15 years. She was appointed as whole time Director of the Company since her  appointment. Ms. Sunita Saini has been actively engaged in the day-to-day affairs of the company and has been managing the business operations of the company since then. Taking into consideration, the efforts and contribution of Ms. Sunita Saini, the Board of Directors decided to re-appoint her as the whole time Director of the company for a further term of 3 years w.e.f. 01.07.2019. In terms of Section II of Part II of Schedule V of the Companies Act, 2013, payment of remuneration to a managerial person during the financial year when the Company has inadequate profits in excess of the limits specified in the said Schedule requires the approvals of the Nomination and Remuneration Committee, the Board of Directors and shareholders of the company. Accordingly the resolution in Item no. 8 is placed for the approval of the members.

Statement containing required information as per Part II of Section II of Schedule V of the Companies Act, 2013:

III.               GENERAL INFORMATION:

(xi)             Nature of Industry: Manufacturing and marketing of Tractors and cranes.

(xii)           Date of commencement of commercial production: The Company started its commercial operations during the year 2000.

(xiii)         In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable

(xiv)         Financial performance based on given indicators: During the year ending March 31, 2019, the total revenue of the company was Rs. 30279.17 Lakhs. During the financial year ended on March 31, 2019, the company earned net profit of Rs. 975.67Lakhs.

(xv)           Foreign investments or collaborators, if any: NIL

II. INFORMATION ABOUT THE APPOINTEE:

(o)  Background Details

Ms. Sunita Saini is a Graduate and actively involved in Day to Day Business Operations , aged about 48 years and is having  experience of 20 years in this industry. The company is expecting to achieve new heights during his tenure as  Whole time  Director with her  master guidance to the company.

(p)  Past Remuneration: Rs. 8,00,000 per month.

(q)  Recognition and awards: NIL

(r)   Job Profile and his Suitability

She  will be able to manage business operations of the company, help in strategic planning and implementation of the business planning. Under her leadership, the company will achieve new heights.

(s)   Remuneration Proposed

Approval is sought for appointment of Ms. Sunita Saini  as the Whole time Director of the company for a term of 3 years w.e.f. 01.07.2019 at such remuneration as given in Item no. 8 of the notice.

(t)   Comparative remuneration Profile with respect to Industry, size of the Company, profile of the position and person

Taking into consideration, the size of the company, and the profile of Ms. Sunita Saini , the responsibilities shouldered by her,  the proposed remuneration package seems to be in commensuration with the remuneration package paid to the managerial position in other companies.

(u)  Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personal, if any.

Relative of Mr. Ranbir Singh Khadwalia, Managing director and Mr. Anushul Khadwalia, Joint Managing director.

III. OTHER INFORMATION:

(g)  Reasons of loss or inadequate profits

The company started its operations in 2000 and over the last decade has been constantly working for establishing its position in the market and emerging with new products and market. There are inadequate profits in the company due to competition in the market but company will able to make more earnings in coming years.

(h)  Steps taken or proposed to be taken for improvement

The company is expanding its business in various products and markets being. Efforts are being taken to further diversify the existing lines of operations and to identify the niche in the market for the companys products. Being in a highly competitive market, the man power of the company and its relationship with the suppliers are the major driving forces. The management is of an opinion that under the able guidance of the proposed appointee and his understanding of the market, the company shall be able to revive its hold in the industry.

(i)    Expected increase in productivity and profit in measurable terms.

Since the company has invested in BAROTA FINANCE LTD, a NBFC making it a wholly owned subsidiary, it is expected that the company will achieve very good turnover and profit in future, which shall be sufficient to pay remuneration to the managerial personnel.

Additional information about the appointee as required under the Secretarial Standard 2 is stated at the end of the explanatory statement.

Ms. Sunita Saini  being the appointee herself is interested in the resolution proposed in item no. 8. Apart from the appointee herself, Mr. Ranbir Singh Khadwalia, Managing Director and Mr. Anshul Khadwalia Joint Managing Director of the Company are interested or concerned in the said resolution.

Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

1.CIN: U29219CH1994PLC015132

2. Name of the company: Indo Farm Equipment Limited

Directors Report

Dear Shareholders

Your Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company and the accounts for the financial year ended on 31st March, 2019.

FINANCIAL RESULTS

The financial highlights for the year under review are as under:

                                                (Rs. in Lacs)

BUSINESS PERFORMANCE

During the year, the tractor division sold 3644 tractors as against 3626 tractors in the previous year.The construction equipment division sold 762 Pick n Carry Cranes against 508 cranes sold in the previous year. The overall turnover of the company has registered a growth of 16.72% from Rs. 261.25Cr inthe year 2017-18to Rs.304.93 Cr during 2018-19. The profit before tax increased from Rs. 9.61Cr to Rs. 10.79Cr due to reduction in material cost and better profit margins.

SHARE CAPITAL

There were changes in the share capital of the company during the financial year. The Authorised share capital of the company is Rs. 15,00,00,000/- comprising of 1,50,00,000 equity shares of Rs. 10 each and the issued, subscribed and paid up share capital of the company is Rs. 9,38,79,000/- comprising of 93, 87,900 equity shares of Rs. 10/- each.

During the financial year 2018-19, there was a right issue of 3,20,000 shares.

EXTRACT OF THE ANNUAL RETURN

Extract of the annual return as provided under sub-section (3) of section 92 in form MGT-9 is enclosed as per Annexure-I.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Attendance of Directors in BM 2018-19.

During the year 2018-19, 7 (Eight) meetings of the Board of Directors were held.

Further, a meeting of Independent directors of the company was held on March 25th, 2019in compliance with the provisions of Schedule IV of the Companies Act, 2013.

During the year, two meetings of Audit Committee, one meeting of the CSR committee and four meetings of Nomination & remuneration committee meetingswere held.

DIRECTORS' RESPONSIBILITY STATEMENT

Statement referred to in clause (c) of sub-section (3) of Section 134 of Companies Act, 2013;

(a)   in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b)   the directors had selected such accounting policies and 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 at the end of the financial year and of the profit and loss of the company for that period;

(c)    the directors had 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;

(d)   the directors had prepared the annual accounts on a going concern basis; and

(e)   the company being an unlisted company, the requirements regarding internal financial control under Clause (e) are not applicable to the company.

(f)     the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FRAUDS REPORTED BY STATUTORY AUDITORS

During the financial year under review, the statutory auditors have not reported any frauds under sub section (12) of Section 143 of the Companies Act, 2013 other than those which were reportable to the Central Government.

DECLARATION BY INDEPENDENT DIRECTORS

The company had three Independent directors on the Board of the Company. All  the independent directors of the company have submitted their respective declaration of independence under Section 149 of the Companies Act, 2013 to the effect that they are qualified to serve as the Independent directors of the company.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The company has duly constituted a Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Companies Act, 2013, comprising of 3 (three) Non-Executive Directors.

The Nomination and Remuneration Committee has laid down the Nomination and Remuneration Policy in compliance with the provisions of Section 178(3) of the Companies Act, 2013, for appointment of Directors and payment of remuneration thereof.

The Nomination and Remuneration Policy of the company as laid by the committee is enclosed herewith as Annexure II.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has duly complied with the applicable Secretarial Standards during the financial year 2018-19.

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

Based on the information available with the company regarding the status of the suppliers under the MSME, the principal and interest amounts remaining unpaid to Micro, Small & Medium Enterprises as on 31st March, 2019 are Rs. 597.42 lacs and 5.06 lacs respectively.

AUDIT REPORTS

The Statutory Auditors Report for the financial year 2018-19 does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

The Secretarial Audit Report for the financial year ended March 31, 2019 in prescribed form MR-3, as issued by the Practicing Company Secretary Mr. Kanwaljit Singh Thanewalis annexed herewith and forming part of the report at Annexure-III. The Secretarial Audit Report qualifies for which the management submits that there was no requirement of filing requisite returns pertaining to the Corporate Guarantee given to the wholly owned subsidiary Company since security in the shape of property has already been provided to the Bank.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has made investments in Barota Finance Ltd , its  wholly owned subsidiary and has not given any loans or extended any guarantee or security covered under the ambit of Section 186 of the Companies Act, 2013 during the year 2018-19.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188

The company has entered into certain related party transactions during the financial year 2018-19. The Particulars of contracts or arrangements with related parties covered under the provisions of Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is enclosed as Annexure IVto the Board's report.

GENERAL RESERVES

During the financial year ending March 31, 2019, no amount was transferred to General reserve.

DIVIDEND

No dividend was declared for the financial year 2018-19. The management has instead decided to plough back the profits for the financial year into the operations of the company. Hence, no dividend is recommended or paid for the financial year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the company has occurred between the end of the financial year on March 31, 2019 and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out a separate statement attached hereto and forming part of the report as Annexure V.

RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

Company's integrated risk management approach comprises prudential norms, structured reporting and controls. This approach conforms to the company's strategic directions and is consistent with stakeholders' desired total return and the risk appetite.

The management has a proven ability to successfully take on challenges. Efforts are on to become even more proactive in recognizing and managing risks through a more structured framework. The management is of an opinion that there are some risk factorsin the market due to uncertainties like increasing competition, change in government policy, etc threatening the existence and survival of the company, however company is evaluating these risk factors and making contingency plans on how to deal with these risks.

CORPORATE SOCIAL RESPONSIBILITY

Your Company understands the importance of Corporate Social Responsibility (CSR) activities that bring a meaningful and lasting improvement in the life of youth and marginalized section of society, more particularly of backward region. It has been a commitment of your company to the society. In conducting CSR activities and to achieve this objective, the company during the year 2018-19 has participated in funding Rs. 14.00 Lacswhich was granted to Lovely Professional University, Jalandhar, Punjab which has been set up for promotion of vocational training/education and  skill development of Rural Masses and remaining amount for various miscellaneous causes.

An annual report on CSR, pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014 is annexed herewith and forming part of the report as per Annexure-VI.

ANNUAL FORMAL EVALUATION

The provision of the Companies Act, 2013 regarding Annual Formal Evaluation is not applicable to the company.

DETAILS OF PERFORMANCE OF SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES

Indo Farm equipment Limited has a wholly owned subsidiary in the name of Barota Finance Limited.

Barota Finance was incorporated on 24 October, 2016 as a Non- banking Financial Corporation and company is registered with Reserve Bank of India, working as an Asset Finance Company. The total revenue earned by the company during the financial year ending on March 31, 2019 amounted to Rs. 1195.31 Lacs as compared to Rs.270.00 lacs in last financial year. Further, during the year under review, the company earned a profit of Rs. 137.71 Lacs. A statement regarding performance of Barota Finance Limited, the wholly owned subsidiary company is enclosed herewith as Annexure VII in form AOC-1.

The Management is exploring resources to explore opportunities, increase business and reduce expenses to reap better results in the times to come.

ADDITIONAL DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014

CHANGES IN THE NATURE OF BUSINESS ACTIVITIES

There were no changes in the nature of businessactivities during the financial year.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

At the ensuing 19th Annual General Meeting of the company  Ms. Sunita Saini and Mr. Dhian Lal Rana Director(s) retire by rotation and being eligible offer themselves for reappointment. The Board of directors recommends the re-appointment of Ms. Sunita Saini and Mr. Dhian Lal Rana as Directors of the company at the ensuing Annual General Meeting of the company.

Ms. Shaveta Sharma Company secretary of the Company resigned from her office w.e.f October, 31st 2018 and Ms. Navpreet Kaur was appointed to the office of the Whole time Company Secretary of the Company w.e.f December, 03, 2018.

Mr. R. K. Saini , Director of the company  resigned from the company w.e.f 20.09.2019.

Mr. Anshul Khadwalia was appointed as an additional Director of the company and same is to be confirmed in the ensuing AGM to be held on 30.09.2019.

Mr. Anshul Khadwalia was appointed as Joint Managing  Director of the company and same is to be confirmed in the ensuing AGM to be held on 30.09.2019.

Mr. Devender Dutt Gautam was appointed as an additional Director of the company and same is to be confirmed in the ensuing AGM to be held on 30.09.2019.

Mr. Ranbir Singh Khadwalia was re-appointed as Managing Director of the company on 01.07.2019 for a term of 03 years  and same is to be confirmed in the ensuing AGM to be held on 30.09.2019.

Ms. Sunita Saini, whole-time Director of the company was re-appointed on 01.07.2019 for the term of 03 years and same is to be confirmed in the ensuing AGM to be held on 30.09.2019.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE ASSOCIATE, SUBSIDIARY OR JOINT VENTURE OF THE COMPANY

No  company became or ceased to be the subsidiary, associate or joint venture of Indo Farm Equipment Limited during the financial year 2018-19.

DEPOSITS

During the financial year the company has neither accepted nor renewed any public deposits falling within the purview of section 73 of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules 2014.

Further, the company has not made any non- compliance in terms of the provisions of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No such order has been passed by any statutory or regulatory authority during the financial year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has conducted its affairs within the framework of well-defined business plans which have provided appropriate guidance and direction to its employees. Finance & Accounts function is adequately staffed by professionally qualified and experienced personnel. The reporting and monitoring system is elaborate and the same is reviewed time to time while considering quarterly business performance. Policies and procedures have been laid down to provide reasonable assurance that assets are safeguarded from risks of unauthorized use/disposition and transactions are recorded and reported with propriety, accuracy and speed. These aspects of operations are regularly reviewed and verified by the Companys Statutory Auditors.

PARTICULARS OF EMPLOYEES

None of the employee was in receipt of the remuneration over and above the limits prescribed pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details of the top 10 employees of the company as per the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached herewith as Annexure VIII.

STATUTORY AUDITORS

M/s Deepak Jindal & Co, Chartered Accountants (Firm Reg No. 023023N) were appointed as the Statutory Auditors of the company in the Annual General Meeting held on 30.09.2017 to hold office for a term of 5 year i.e. till the conclusion of the Annual General Meeting to be held in the year 2022.

M/s Deepak Jindal & Co, shall continue to hold the office of Statutory Auditors of the company till the conclusion of the AGM to be held during the year 2022.

COST AUDITOR

The provisions of Section 148 of the Companies Act, 2013, are not applicable to the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The company was not required to transfer any amount to the Investor Education and Protection Fund during the financial year under review.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has duly established a Vigil Mechanism in terms of the provisions of Section 178 of the Companies Act, 2013 for the protection and redressal of the grievances and complaints of the employees of the company. The employees have free access to the mechanism and the mechanism fully ensures complete anonymity and protection to the employees. The Vigil Mechanism as adopted by the company is attached to this report as Annexure-IX.

No complaints were reported during the financial year.

BOARD COMMITTEES

The following committee has been constituted by the Board of Directors of the company:

A.      Audit Committee: The audit committee of the Board of Directors comprise of the following directors:

B.      Nomination and Remuneration Committee: The Nomination and Remuneration committee of the Board of Directors comprise of the following non-executive directors:

C.      Corporate Social Responsibility Committee: Pursuant to the provisions of Section 135 of the Companies Act, 2013, the company have duly constituted a Corporate Social Responsibility Committee comprising of the following directors:

D.      

HUMAN RESOURCES

Your Company treats its human resources as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT, 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company. The Company has in place Policy for Prevention and Redressal of Sexual Harassment in line with the requirements of The Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as the said Act) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) to deal with the Complaints received by the company pertaining to gender discrimination and sexual harassment at workplace. Further, as per the provisions of Section 21& 22 of the said Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

ACKNOWLEDGEMENTS

Your directors place on record their appreciation for the continued co-operation they have received from the Company's bankers vizCanara Bank, Yes bank, Federal bank and various authorities of the State Government of Himachal Pradesh, Customers, Suppliers and other business associates.

The Directors also place on record their appreciation of the dedication of the employees of the company at all levels and appreciate their unstinted co-operation and support to the Management.

         By the Order of Board

For INDO FARM EQUIPMENT LIMITED 

Date: 12.09.2019

Place: Chandigarh

R.S.KHADWALIA      SUNITA SAINI

     (DIRECTOR)               (DIRECTOR)            

                                DIN: 00062154        DIN: 00062113

Annexure-I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I.         REGISTRATION & OTHER DETAILS:

II.         PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

III.   PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

IV.         SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

B) Shareholding of Promoter-

C) Change in Promoters Shareholding (please specify, if there is no change) 

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

E)Shareholding of Directors and Key Managerial Personnel:

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

                                                                                                                                                                                (Rs. In lacs)

V.         REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A.     Remuneration to Managing Director, Whole-time Directors and/or Manager:

A(i). Remuneration to Managing Director, Whole-time Directors and/or Manager:

B.     Remuneration to other directors:

C.REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

         By the Order of Board

For INDO FARM EQUIPMENT LIMITED 

Date: 12.09.2019

Place: Chandigarh

R.S.KHADWALIA      SUNITA SAINI

     (DIRECTOR)               (DIRECTOR)            

                                DIN: 00062154        DIN: 00062113

Annexure II

NOMINATION AND REMUNERATION AND EVALUATION POLICY

This Nomination, Remuneration and Evaluation Policy (the Policy) applies to the Board of Directors (the Board) of Indo Farm Equipment Limited (the Company).

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto .The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors and officials as may be prescribed. The Company aims to achieve a balance of merit, experience and skills amongst its Directors and Senior Management. Management of the Copany

1. Accountabilities

1.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

1.2The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

2. Nomination and Remuneration Committee

 The Nomination and Remuneration Committee is responsible for:

2.1 reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Companys corporate strategy, with the objective to diversify the Board;

2.2 recommending to the Board on the selection of individuals nominated for directorship;

2.3 making recommendations to the Board on the remuneration payable to the Directors so appointed/reappointed;

2.4 assessing the independence of independent directors;

2.5 such other key issues/matters as may be referred by the Board or as may be necessary in view of  the provision of the Companies Act, 2013 and Rules there under.

2.6 to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

2.7 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

 2.8 to devise a policy on Board diversity;

2.9 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a)    The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

 c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

3. CHAIRMAN

a)    Chairman of the Committee shall be an Independent Director.

b)    In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

c)    Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

COMMITTEE MEMBERS INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of directors and at other senior positions in management are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to: - assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board; - the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company; - the skills and experience that the appointee brings to the role of KMP and how an appointee will enhance the skill sets and experience of the Board as a whole; - the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointees ability to exercise independent judgment;

4.2             Personal specifications:

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            health and safety in the workplace;

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5. Letters of Appointment

Each Director is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

1.Remuneration of Directors

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors. The Directors salary shall be based & determined on the individual persons responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines.

The Committee consults with the Chairman of the Board as it deems appropriate.

(i) Remuneration:

a)    Base Compensation (fixed salaries) Must be competitive and reflective of the individuals role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices

b)    Variable salary: The Nomination and Remuneration Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

 ii) Statutory Requirements: 

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board. 

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.  The Company with the approval of the Shareholders and Central Government may authorize the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V.  The Company may with the approval of the shareholders authorize the payment of remuneration upto five percent of the net profits of the Company to its anyone Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.  The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.  The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013

6. Independent Directors

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members.

The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

 6.2 The remuneration payable to the Directors shall be as per the Companys policy and shall be valued as per the Income Tax Rules. 

 7. Evaluation/ Assessment of Directors of the Company

The evaluation/assessment of the Directors of the Company is to be conducted usually on an annual basis.

The following criteria may assist in determining how effective the performances of the Directors have been:

Leadership & stewardship abilities

contributing to clearly define corporate objectives & plans

Communication of expectations & concerns clearly with subordinates

obtain adequate, relevant & timely information from external sources.

review& approval achievement of strategic and operational plans, objectives, budgets

regular monitoring of corporate results against projections

identify, monitor & mitigate significant corporate risks

assess policies, structures & procedures

direct, monitor & evaluate senior officials

review managements succession plan

effective meetings

assuring appropriate board size, composition, independence, structure

clearly defining roles & monitoring activities of committees

review of corporations ethical conduct

Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors. The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

Personal Specification for Directors

1. Qualification - Degree holder in relevant disciplines (e.g. management, accountancy, legal); or - Recognized specialist

2.Experience - Experience of management in a diverse organization - Experience in accounting and finance, administration, corporate and strategic planning or fund management - Demonstrable ability to work effectively with a Board of Directors

3.Skills - Excellent interpersonal, communication and representational skills - Demonstrable leadership skills - Extensive team building and management skills - Strong influencing and negotiating skills - Having continuous professional development to refresh knowledge and skills

4. Abilities and Attributes - Commitment to high standards of ethics, personal integrity and probity - Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace

5. Political inclinations and opinions.

         By the Order of Board

For INDO FARM EQUIPMENT LIMITED 

Date: 12.09.2019

Place: Chandigarh

R.S.KHADWALIA      SUNITA SAINI

     (DIRECTOR)               (DIRECTOR)            

                                DIN: 00062154        DIN: 00062113

Form No. MR-3                                              Annex. III

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Indo Farm Equipment Limited

S.C.O. 859, NAC Kalka Road,

Manimajra,

Chandigarh- 160101

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INDO FARM EQUIPMENT 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 INDO FARM EQUIPMENT LIMITEDS 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 March 31, 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 INDO FARM EQUIPMENT LIMITED (the Company) for the financial year ended on March 31, 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- Not Applicable being an unlisted company.

(iii)   The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder. However no shares of the Company are held in dematerialised form.

(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) are not applicable to the Company being an unlisted company:

a)        The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

b)        The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013.

c)        The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

d)        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 Disclosure Requirements) Regulations, 2018.

e)        The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014.

f)         The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Chapter V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g)        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.

h)        The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

i)          The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

(vi)      The major provisions and requirements have also been complied with as prescribed under all applicable Labour laws viz. The Factories Act, 1948, Payment of Wages Act, 1936, The Minimum Wages Act, 1948, The Payment of Bonus Act, 1965, The Employees Compensation Act, 1923 etc.

(vii) Environment Protection Act, 1986 and other environmental laws.

(viii) Hazardous Waste (Management and Handling) Rules, 1989 and the Amendments Rules, 2003.

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 with the provisions of the applicable Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Based on our examination and the information received and records maintained, I further report that:The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well 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. All decisions are carried through majority while the dissenting members views, if any, were captured and recorded as part of the minutes. The company has proper board processes.

Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Managing Director/ Company Secretary and taken on record by the board of directors in their meeting(s), I am of an opinion that:

1.    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.

2.    Based on the examination of the relevant documents and records on test check basis the company has complied with the following laws specifically applicable to the company:

a)         The Explosives Act, 1884 read with The Explosives Rules, 2008.

b)        The Petroleum Act, 1934 read with The Petroleum Rules, 2002

c)         The Motor Vehicle Act, 1988

I further report that during the audit period:The company has issued and allotted 3,20,000 (Three Lakh Twenty Thousand) equity shares of Rs. 10/- each at a premium of Rs. 177.50/- each to the existing shareholders on rights issue basis as per Section 62(1)(a) of the Companies Act, 2013. The company has passed special resolutions for alteration in the Memorandum of Association and for adoption of new set of Articles of Association in terms of the provisions of Companies Act, 2013.

I further report that the company has not filed the requisite returns pertaining to the corporate guarantee given to wholly owned subsidiary company and the board resolutions passed.

I further report that during the audit period under review, there are no instances of:

(i)       Resolution passed pursuant to the provisions of Section 180 of the Companies Act, 2013.

(ii)     Redemption / buy-back of securities.

(iii) Merger / amalgamation / reconstruction etc.

(iv)  Foreign technical collaborations.

Place : Chandigarh

Date :   04.09.2019

                                                                             KANWALJIT SINGH THANEWAL

FCS No. 5901

C P No.: 5870

Annexure IV

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1.    Details of contracts or arrangements or transactions not at Arms length basis: N.A.

2.    Details of contracts or arrangements or transactions at Arms length basis.

         By the Order of Board

For INDO FARM EQUIPMENT LIMITED 

Date: 12.09.2019

Place: Chandigarh

R.S.KHADWALIA      SUNITA SAINI

     (DIRECTOR)               (DIRECTOR)            

                                DIN: 00062154        DIN: 00062113

ANNEXURE-V

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

(A) CONSERVATION OF ENERGY:

Your company has always been conscious of the need to conserve energy and has always attempted various measures for the same wherever possible to achieve reduction in cost of production. The company has taken various measures on suggestions of experts in the areas where energy reduction and fuel and oil conservation is possible. Total energy consumption and energy consumption per unit of production is as hereunder:

Power Consumption:                                                                    FY 2018-19                                 FY 2017-18

Electricity

i) Purchased Units                                                                          76,71,163*                                    62,05,264                               

Total Amount (Rs.in Lac)                                                            500.55                                                    406.54

Rate/Unit (Rs.)                                                                                                          6.53                                                  6.55

ii) Own Generation                                                                                    Nil                                                        Nil

II. Consumption per unit of Production:

i) Purchased Units                                                                            28,51,303                                    24,95,298

Production (Tractors in Nos.)                                                             3713                                              3,565

Electricity Units / Tractor                                                                  767.92                                            699.94

*Inclusive of 39,90,331 units of power for Casting Division which produced 3015.95 M.T. of castings for captive consumption & 7,55,068 units for Construction Equipment Division which produced 759 mobile cranes and balance 74,461 unit of power have been consumed in other areas.        

(B) TECHNOLOGY ABSORPTION:

Your Company had initially collaborated with the reputed international diesel engine manufacturer i.e. Ursus Diesel Sp. Z.o.o. of Poland and used to import completely assembled engines from them for use on tractors. We have since indigenized the engine components and started manufacturing all engines in house by total absorption of technology.

(C)   RESEARCH AND DEVELOPMENT (R&D)                                         2018-19                        2017-18

I.      Expenditure on R&D during the year 

         Capital                                                                                                                            -                                            -

         Recurring                                                                                                          99.89                                        252.07                      

         Total                                                                                                                          99.89                   252.07

II. Major Research & Development accomplishments during the year are as under:

1.Developed and launched 3065 DI Constant-Mesh side shift 4WD version.

2. Developed and launched 50 HP tractors in Constant-Mesh side shift transmission 4WD versions

of 3048 DI and 3055 NV tractor models.

3. Developed and launched Indo Farm 3090 DI C-Mesh (2WD & 4WD versions) cost effective tractor

models after all necessary testing and approvals.

4. Developed and launched Indo Farm 3075 DI C-Mesh (2WD & 4WD versions) cost effective tractor

models after all necessary testing and approvals.

5. Developed and launched New Crane Model Indo Power 20 FNT and15FNT after all necessary

approvals & testing.

(C)         FOREIGN EXCHANGE EARNINGS & OUTGO

The company is making full efforts to explore the foreign markets. During the financial year ended on 31st March, 2019earning in the foreign exchange was Rs.1118.60Lacs (Previous Year Rs. 1367.63Lacs) and Foreign exchange worth Rs. 166.07Lacs (Previous Year Rs. 143.86Lacs) was used for import of tractor components, business travel and others.

                                                         By the Order of Board

For INDO FARM EQUIPMENT LIMITED 

Date: 12.09.2019

Place: Chandigarh

R.S.KHADWALIA      SUNITA SAINI

     (DIRECTOR)               (DIRECTOR)            

                                DIN: 00062154        DIN: 00062113

Annexure VI

Annexure to Directors Report

Corporate Social Responsibility (CSR)

STATEMENT CONTAINING INFORMATION AS PER SECTION 135 READ WITH RULE 8 OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY) RULES 2014 AND FORMING PART OF DIRECTOR'S REPORT FOR THE YEAR ENDED 31ST MARCH, 2019.

1. A brief outline of the Companys CSR policy,           The CSR Policy is for promotion of education

including overview of projects orprograms and implementation of the infrastructure for

proposed to be undertaken and a reference              skill development of Rural Masses .

to the web-link to the CSR policy and projects

or programs.

2. The Composition of the CSR Committee.               Three directors are members of committee:

                                                                                                                1. Mr.PK Dhasmana (Independent Director &Chairman)

                                                                                                                2. Mr.  S.P. Mittal (Director)

                                                                                                                3. Mr. R. S. Khadwalia (Managing Director)

3. Average net profit of the company for last                     Rupees 676.94 Lac

three financial years

4. Prescribed CSR Expenditure (two per cent                    Rs. 13.53 Lac

of the amount as in item 3 above)                                                                                                              

5. Details of CSR spent during the financial year.  

(a) Total amount to be spent for the financial year: Rs.  13.53 Lac (Rupees Thirteen lac and        fifty three thousand only)

(b) Amount unspent in earlier years,

       spent in financial year ;                                       NIL

(c) Manner in which the amount spent during the financial year is detailed below.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

R.S.Khadwalia                   S.P.Mittal                            PK Dhasmana  

(Managing Director)(Director)                        (Chairman CSR Committee)

         By the Order of Board

For INDO FARM EQUIPMENT LIMITED 

Date: 12.09.2019

Place: Chandigarh

R.S.KHADWALIA      SUNITA SAINI

     (DIRECTOR)               (DIRECTOR)            

                                DIN: 00062154        DIN: 00062113

Annexure-VII

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part A: Subsidiaries

Annexure IX

VIGIL MECHANISM

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

1. OBJECTIVE

Indo Farm Equipment Limited is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its directors and employees who have concerns about suspected violations of 'Code of Conduct' of the Company, unethical behavior, actual or suspected fraud, to come forward and express these concerns without fear of punishment or unfair treatment. This mechanism aims to provide an avenue for directors and employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

2. APPLICABILITY

This mechanism applies to all the employees and directors of the Company.

3. MECHANISM

The Vigil mechanism is formulated in line with the requirement of Section 177(9) of the Companies Act, 2013, inter alia to provide opportunity to employees / directors to access in good faith, the Vigil Officer (in appropriate cases, the Audit Committee directly) in case, they observe unethical or improper practices (not necessarily a violation of law) and to secure those concerned from unfair termination and unfair prejudicial employment practices. It was recommended by Audit Committee and was approved by Board of Directors of the Company.

4. DEFINITIONS

4.1 Annual Report includes Balance Sheet, Statement of Profit and Loss, Cash Flow Statement , Directors Report, Auditors Report and any other document annexed or attached or forming part of the Report to the members of the Company.

4.2 Audit Committee is the committee which is constituted pursuant to Section 292A of the Companies Act, 1956 corresponding to Section 177 of the Companies Act, 2013.

4.3 Company means, Indo Farm Equipment Limited.

4.4 Complainant is someone who makes a Protected Disclosure under this mechanism.

4.5 'Director' means a member of the Board of Directors of the Company.

4.6 Disciplinary Action means any action that can be taken on the completion of /during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit, considering the gravity of the matter.

4.7 Employee means every employee on permanent rolls of the Company at its various business locations.

4.8 Good Faith - An employee or a director is said to communicate in good faith? if there is a reasonable basis for the communication in writing of the existence of waste or of a violation or has observed unethical or improper practices. Good Faith is lacking when the employee or a director does not have personal knowledge of a factual basis for the communication or where the employee or the director knew or reasonably should have known that the communication about the unethical or improper practices is malicious, false or frivolous.

4.9 Internal Circular is a communication made on behalf of the Company by an authorized person which is addressed to the employees or to the directors of the Company through any mode including but not restricted to e-mail, fax, phone, notice board, inter office memo, etc.

4.10 Mechanism or This mechanism means, Vigil mechanism.

4.11Protected Disclosure means a concern raised by a written communication made in good faith that discloses or demonstrates information that may indicate evidence of unethical behaviour, actual or suspected fraud or violation and improper activity. Protected Disclosures should be factual and not speculative in nature.

4.12 Right of Access or Right of Approach The right to an employee or to a director to give a written communication to the Vigil Officer or to the Audit Committee, as the case may be, for the alleged misconduct or unethical or improper practice which an employee or a director has observed or have found.

4.13Subject means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this mechanism.

4.14 Unfair Termination and Unfair Prejudicial Employment Practices means to threaten, or otherwise discriminate or retaliate against an employee in any manner that effects the employees employment, including compensation, rights, immunities, promotions or privileges.

4.15 Vigil Officer means an officer who is appointed, authorized or designated by the Audit Committee for the purpose of processing and investigating (to the extent of this policy) into the protected disclosures and may include Auditors of the Company.

5. SCOPE

The following stakeholders of the Company are eligible to make Protected Disclosures under the mechanism.

         Employees of the Company

         Directors on the Board of Directors of the Company.

A person belonging to any of the above mentioned categories can avail of the channel provided by this mechanism for raising an issue covered under this mechanism.

The mechanism covers malpractices and events which have taken place/ suspected to take place involving:

1.       Abuse of authority.

2.       Breach of contract.

3.       Negligence causing substantial and specific danger to public health and safety.

4.       Manipulation of company data/records.

5.       Financial irregularities, including fraud or suspected fraud or deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports.

6.       Any unlawful act whether Criminal/ Civil.

7.       Perforation of confidential/ propriety information.

8.       Deliberate violation of law.

9.       Wastage/misappropriation of company funds, property or manpower.

10.      A deliberate violation of any accounting principles, policies and regulations, reporting of fraudulent financial information to the shareholders, the government or the financial markets or any conduct that results in violation law, legal duties, code of conduct designed to protect the interest of employees / directors of the Company. However, this should not be merely technical or minimal in nature.11.      Breach of Company policy or failure to implement or comply with any approved Company policy. EXCEPTIONS   a)Any complaint or submission made under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 will be out of the scope of this policy.

b) Any matter related to inter personal issues with colleagues, grievances against the Company with regard to service conditions, organizational policies, terms and conditions of employment, etc. would be reported through existing organizational channels and would not be covered under this mechanism.

c) Reporting information which he / she does not have an authorization to access.

6. GUIDING PRINCIPLES

To ensure that this mechanism is adhered to, and to assure that the concern will be acted upon seriously, the Company will: 1. Ensure that the Complainant and/or the person processing the Protected Disclosure is not victimized for doing so 2. Treat victimization as a serious matter, including initiating disciplinary action on such person/(s) 3. Ensure complete confidentiality 4. Not attempt to conceal evidence of the Protected Disclosure 5. Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made 6. Provide an opportunity of being heard to the persons involved especially to the Subject.

7. GUIDELINES

7.1 Internal Policy

The Policy of Vigil Mechanism is an internal policy to make protected disclosures in good faith and to raise concerns to be appropriately dealt by the Vigil Officer or the Audit committee as the case may be.

7.2 Prohibition

The Vigil Mechanism prohibits Company from taking any action which may lead to unfair termination or unfair prejudicial employment practices (i.e. threaten, demote, relocate, etc.) against its employees / directors for making Protected Disclosure in Good Faith. However, this policy does not protect an employee from an adverse action which occurs before a violation or waste report is communicated or from misconduct, poor job performance or subjection to a reduction in workplace unrelated to a communication made pursuant to the Vigil Mechanism.

7.3 Reporting Authority

Protected Disclosures concerning

a) The employees at the levels of Vice President and above should be addressed to the Chairman of the Audit Committee of the Company; and

b) Other employees should be addressed to the Vigil Officer.

7.4 Anonymous Allegation

Complainants must put their names to allegations as follow-up questions and investigation may not be possible unless the source of the information is identified. Disclosures expressed anonymously will ordinarily NOT be investigated.

7.5 Rights & Duties of Complainants

a) Bring to early attention of the Company any improper practice, covered in the scope of this policy, they become aware of. Delay in reporting may lead to loss of evidence and also financial loss for the Company.

b) The reporting should be in writing along with all necessary evidences.

c) Avoid anonymity when raising a concern.

d) The complainant, if employee shall be free to submit the protected disclosure to his or her supervisor, if deemed fit or otherwise can directly approach to the Vigil Officer without informing to the supervisor. However, directors may directly approach to Audit Committee for reporting any violation or other genuine concerns or grievances.

e) The protected disclosure can be e-mailed or posted to the Vigil Officer or Chairperson of Audit Committee at the below mentioned address:-

i)   Company Secretary

 Vigil Officer,

 Vigil Mechanism (Indo Farm Equipment Limited)

SCO 859, NAC, Manimajra, Chandigarh

ii) The Chairperson,

Audit Committee

Indo Farm Equipment Limited

SCO 859, NAC, Manimajra, Chandigarh

f) In exceptional circumstances, the employee may submit the protected disclosure directly to the Chairperson of the Audit Committee at the above stated address or any address which may be notified from time to time.

g) The complaints may also be lodged through (e-mail at mail@indofarm.in) which will be protected by password and can only be accessible by the Vigil Officer or Audit Committee or any person authorized by the Audit Committee.

h) Intent of the mechanism is to bring genuine and serious issues to the fore and it is not intended for petty disclosures. Malicious allegations by employees may attract disciplinary action

i) A Complainant has the right to protection from retaliation. But this does not extend to immunity for involvement in the matters that are the subject of the allegations and investigation.

g) Protection under this Mechanism would not mean protection from disciplinary action arising out of false or bogus allegations made by a complainant knowing it to be fake or bogus or with a malafide intention.

h) In case, a complainant makes repeated protected disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, the Audit Committee may take suitable action against such Complainant.

i) Maintain confidentiality of the subject matter of the disclosure and the identity of the persons involved in the alleged Malpractice. It may forewarn the Subject and important evidence is likely to be destroyed.

7.6 Rights of a Subject

a) Subjects have right to be heard and the Vigil Officer or the Committee must give adequate time and opportunity for the subject to communicate his/her say on the matter

b) Subjects have the right to be informed of the outcome of the investigation and shall be so informed in writing by the Company after the completion of the inquiry/ investigation process

7.7 Rights and Duties of Vigil Officer

a) Receive, oversee any protected disclosure made or reported under this Mechanism.

b) To notify employee / director of their protections and obligations under this Vigil Mechanism.

c) To conduct the enquiry in strict confidentiality and in a fair, unbiased manner to ensure complete fact finding

d) To appoint any external agency in order to conduct proper inquiry. e) Forward the Vigil report to the Chairperson of the Audit Committee / Audit Committee upon review and report the outcome of the inquiry and to recommend appropriate action, if any. f) To ensure appropriate action.

7.8 Rights and Duties of Audit Committee

a) Maintenance of Register of Complaints

Audit Committee shall maintain a register for registration of complaints received under this policy. Each complaint shall bear a unique number. The Audit Committee may ask significant evidence while registering the complaints.

b) Determination of Nature of Complaints

Audit Committee shall determine the nature of Complaints keeping in view the requirements of various applicable laws.

The complaints may be determined in two broad categories:-

i)    Reporting on unethical or improper practices

ii) Any wrongful action taken by the management against the employee who has approached Audit Committee as above.

The Audit Committee shall appropriately and expeditiously investigate all the complaints received under this policy, investigating the merits of the protected disclosure and determining the necessary course of action.

Further, the Chairperson and/or the Committee, as the case may be, shall have the authority to call for any information or documents and may examine any employee / director, etc for determining the correctness of the complaints.

c) Essential Factors

While determining the protected disclosure, the following factors may be considered:

i)                   Accuracy of the information furnished;

ii)                Nature and quality of evidence;

iii)              Existence of relevant laws and rules;

iv)               Whether the action appears to be isolated or systematic;

v)                 History of previous assertions regarding the subject matter;

vi)               What are the avenues available for addressing the matter;

vii)            Seriousness or significance of the protected disclosure and

viii)          Cost and benefit of potential investigation.

d) Objectivity and Independence

The Audit Committee should be objective and independent of influence in conducting interviews and reviewing relevant documents associated with protected disclosures under this policy.

e) Maintenance of Confidentiality

The Committee shall maintain confidentiality of the complainant and the witnesses who provide information.

3                            

f) Referral to Committee or Officials

Make referrals to appropriate committee or officials on discovery of reasonable cause to believe that Companys policy, regulation etc. have been violated and follow up until appropriate corrective action has been taken.

g) Time Frame for Redressal of Complaints

The Vigil Officer and / or the Audit Committee, as the case may be, would complete all the formalities and would resolve the matter generally within 45 days from the date of filing of the complaints and make a detailed written record of the Protected Disclosure. Any extension in respect thereof would be in writing along with necessary justification.

h) Reporting to Board of Directors of the Company

The Vigil Officer shall submit its report to the Audit Committee and the Audit Committee shall submit its report including the report of the Vigil Officer before the meeting of Board of Directors of the Company.

i) Safeguards to Complainant

The Committee shall provide adequate safeguards against victimization of person who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate and exceptional circumstances.

7.9 Actions Prohibited by the Vigil Mechanism

The Company shall not

a) Threaten, discriminate or retaliate against an employee (or director as the case may be) in any manner that affects the employees employment (i.e. compensation, rights, immunities, promotions or privileges) when an employee engages in an activity protected by the Mechanism.

This does not preclude a supervisor from taking appropriate action against an employee for misconduct, poor job performance, or a reduction in the workforce etc. within the policy of the Company.

b) Adverse action against an employee / director who participates or gives information in an investigation, or hearing or in any form or inquiry initiated by the Vigil Officer or the Audit Committee.

7.10 Disqualifications

The following instances would constitute a violation of this Mechanism:

a) Bringing to light personal matters regarding another person which are in no way connected with the Organization.

b) Reporting information which he / she does not have an authorization to access.

c) Protection under this Mechanism would not mean protection from disciplinary action arising out of false or bogus allegations made by a complainant knowing it to be false or bogus or with a malafide intention.

d) In case, a complainant makes repeated Protected Disclosures which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, the Audit Committee may take suitable action against such complainant including reprimand.

7.11 Rights against Adverse Action

a) An employee who alleges adverse action under the Mechanism may approach the Audit Committee or Board of Directors within 30 days, for appropriate relief, if any adverse action is taken against a complainant in violation of this Mechanism.

b) The complainant has the burden of proof in establishing that he / she has suffered an adverse action for an activity protected under this Mechanism.

c) The management of the Company shall have an affirmative defense, if it can establish by a preponderance of the evidence that the adverse action taken against the employee was due to employee misconduct, poor job performance or a reduction of workforce etc. unrelated to a communication made pursuant to Vigil Mechanism.

d) A director, who alleges adverse action (complainant) under the Vigil Mechanism, may approach the Audit Committee or Board of Directors preferably within 30 days, for appropriate relief at the earliest, if any adverse action has been taken against the director in violation of this Mechanism.

7.12 Remedies

The Vigil Officer or the Audit Committee rendering judgment under this Mechanism may order any or all of the following remedies

a) Order an injunction to restrain continued violation of the provisions of the Vigil Mechanism.

b) Reinstate the employee to the same position or to an equivalent position.

c) Reinstate full fringe benefits and retirement service benefits.

d) Order compensation for lost wages, benefits and any other remuneration.

7.13 Notification

All employees shall be notified of the existence and contents of this policy through the departments head. The Audit Committee and the Board of Directors once adopting this policy shall make themselves aware of the contents and respective obligations and duties which it encompasses for a complainant director.

7.14 Disclosure

The Vigil Mechanism as adopted by the Board and amended from time to time shall be available at the web site of the Company. The details of establishment of this Mechanism shall be disclosed by the Company in the Boards Report.

7.15 Annual Affirmation on the Compliance

The Company shall annually affirm that it has not denied any personnel, access to the Vigil Officer or the Audit Committee of the Company, as the case may be and that it has provided adequate safeguard to Complainants from unfair termination and other unfair prejudicial employment practices.

7.16 Access to Reports and Documents

All reports and records associated with Disclosures are considered confidential information and access will be restricted to the Complainant, the Vigil Officer, the Audit Committee and Board of Directors. Disclosures and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate mechanism in place at that time.

7.17 Retention of Documents

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of 07 years.

7.18 Amendment Modification etc.

The Board of Director shall alter amend or modify the clauses of the above Vigil Mechanism from time to time in line with the requirements of Companies Act 2013 or any other rules, regulations etc. which may be applicable from time to time.

R.S. Khadwalia

Chairman/Managing Director

During the year, the tractor division sold 3644 tractors as against 3626 tractors in the previous year.The construction equipment division sold 762 Pick “n” Carry Cranes against 508 cranes sold in the previous year. The overall turnover of the company has registered a growth of 16.72% from Rs. 261.25Cr inthe year 2017-18to Rs.304.93 Cr during 2018-19. The profit before tax increased from Rs. 9.61Cr to Rs. 10.79Cr due to reduction in material cost and better profit margins.

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out a separate statement attached hereto and forming part of the report as Annexure V.   INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.   (A) CONSERVATION OF ENERGY:   Your company has always been conscious of the need to conserve energy and has always attempted various measures for the same wherever possible to achieve reduction in cost of production. The company has taken various measures on suggestions of experts in the areas where energy reduction and fuel and oil conservation is possible. Total energy consumption and energy consumption per unit of production is as hereunder:   Power Consumption:                                                                    FY 2018-19                                 FY 2017-18 Electricity i) Purchased Units                                                                          76,71,163*                                    62,05,264                                Total Amount (Rs.in Lac)                                                            500.55                                                    406.54 Rate/Unit (Rs.)                                                                                                          6.53                                                  6.55 ii) Own Generation                                                                                    Nil                                                        Nil   II. Consumption per unit of Production: i) Purchased Units                                                                            28,51,303                                    24,95,298 Production (Tractors in Nos.)                                                             3713                                              3,565 Electricity Units / Tractor                                                                  767.92                                            699.94   *Inclusive of 39,90,331 units of power for Casting Division which produced 3015.95 M.T. of castings for captive consumption & 7,55,068 units for Construction Equipment Division which produced 759 mobile cranes and balance 74,461 unit of power have been consumed in other areas.                         (B) TECHNOLOGY ABSORPTION:   Your Company had initially collaborated with the reputed international diesel engine manufacturer i.e. Ursus Diesel Sp. Z.o.o. of Poland and used to import completely assembled engines from them for use on tractors. We have since indigenized the engine components and started manufacturing all engines in house by total absorption of technology.   (C)   RESEARCH AND DEVELOPMENT (R&D)                                         2018-19                        2017-18   I.      Expenditure on R&D during the year           Capital                                                                                                                            -                                            -          Recurring                                                                                                          99.89                                        252.07                                Total                                                                                                                          99.89                   252.07   II. Major Research & Development accomplishments during the year are as under:   1.Developed and launched 3065 DI Constant-Mesh side shift 4WD version. 2. Developed and launched 50 HP tractors in Constant-Mesh side shift transmission 4WD versions of 3048 DI and 3055 NV tractor models. 3. Developed and launched Indo Farm 3090 DI C-Mesh (2WD & 4WD versions) cost effective tractor models after all necessary testing and approvals. 4. Developed and launched Indo Farm 3075 DI C-Mesh (2WD & 4WD versions) cost effective tractor models after all necessary testing and approvals. 5. Developed and launched New Crane Model Indo Power 20 FNT and15FNT after all necessary approvals & testing.     (C)         FOREIGN EXCHANGE EARNINGS & OUTGO   The company is making full efforts to explore the foreign markets. During the financial year ended on 31st March, 2019earning in the foreign exchange was Rs.1118.60Lacs (Previous Year Rs. 1367.63Lacs) and Foreign exchange worth Rs. 166.07Lacs (Previous Year Rs. 143.86Lacs) was used for import of tractor components, business travel and others.                                                                                  By the Order of Board For INDO FARM EQUIPMENT LIMITED      Date: 12.09.2019 Place: Chandigarh R.S.KHADWALIA          SUNITA SAINI      (DIRECTOR)               (DIRECTOR)                                             DIN: 00062154        DIN: 00062113    

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out a separate statement attached hereto and forming part of the report as Annexure V.   INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.   (A) CONSERVATION OF ENERGY:   Your company has always been conscious of the need to conserve energy and has always attempted various measures for the same wherever possible to achieve reduction in cost of production. The company has taken various measures on suggestions of experts in the areas where energy reduction and fuel and oil conservation is possible. Total energy consumption and energy consumption per unit of production is as hereunder:   Power Consumption:                                                                    FY 2018-19                                 FY 2017-18 Electricity i) Purchased Units                                                                          76,71,163*                                    62,05,264                                Total Amount (Rs.in Lac)                                                            500.55                                                    406.54 Rate/Unit (Rs.)                                                                                                          6.53                                                  6.55 ii) Own Generation                                                                                    Nil                                                        Nil   II. Consumption per unit of Production: i) Purchased Units                                                                            28,51,303                                    24,95,298 Production (Tractors in Nos.)                                                             3713                                              3,565 Electricity Units / Tractor                                                                  767.92                                            699.94   *Inclusive of 39,90,331 units of power for Casting Division which produced 3015.95 M.T. of castings for captive consumption & 7,55,068 units for Construction Equipment Division which produced 759 mobile cranes and balance 74,461 unit of power have been consumed in other areas.                         (B) TECHNOLOGY ABSORPTION:   Your Company had initially collaborated with the reputed international diesel engine manufacturer i.e. Ursus Diesel Sp. Z.o.o. of Poland and used to import completely assembled engines from them for use on tractors. We have since indigenized the engine components and started manufacturing all engines in house by total absorption of technology.   (C)   RESEARCH AND DEVELOPMENT (R&D)                                         2018-19                        2017-18   I.      Expenditure on R&D during the year           Capital                                                                                                                            -                                            -          Recurring                                                                                                          99.89                                        252.07                                Total                                                                                                                          99.89                   252.07   II. Major Research & Development accomplishments during the year are as under:   1.Developed and launched 3065 DI Constant-Mesh side shift 4WD version. 2. Developed and launched 50 HP tractors in Constant-Mesh side shift transmission 4WD versions of 3048 DI and 3055 NV tractor models. 3. Developed and launched Indo Farm 3090 DI C-Mesh (2WD & 4WD versions) cost effective tractor models after all necessary testing and approvals. 4. Developed and launched Indo Farm 3075 DI C-Mesh (2WD & 4WD versions) cost effective tractor models after all necessary testing and approvals. 5. Developed and launched New Crane Model Indo Power 20 FNT and15FNT after all necessary approvals & testing.     (C)         FOREIGN EXCHANGE EARNINGS & OUTGO   The company is making full efforts to explore the foreign markets. During the financial year ended on 31st March, 2019earning in the foreign exchange was Rs.1118.60Lacs (Previous Year Rs. 1367.63Lacs) and Foreign exchange worth Rs. 166.07Lacs (Previous Year Rs. 143.86Lacs) was used for import of tractor components, business travel and others.                                                                                  By the Order of Board For INDO FARM EQUIPMENT LIMITED      Date: 12.09.2019 Place: Chandigarh R.S.KHADWALIA          SUNITA SAINI      (DIRECTOR)               (DIRECTOR)                                             DIN: 00062154        DIN: 00062113  

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out a separate statement attached hereto and forming part of the report as Annexure V.   INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.   (A) CONSERVATION OF ENERGY:   Your company has always been conscious of the need to conserve energy and has always attempted various measures for the same wherever possible to achieve reduction in cost of production. The company has taken various measures on suggestions of experts in the areas where energy reduction and fuel and oil conservation is possible. Total energy consumption and energy consumption per unit of production is as hereunder:   Power Consumption:                                                                    FY 2018-19                                 FY 2017-18 Electricity i) Purchased Units                                                                          76,71,163*                                    62,05,264                                Total Amount (Rs.in Lac)                                                            500.55                                                    406.54 Rate/Unit (Rs.)                                                                                                          6.53                                                  6.55 ii) Own Generation                                                                                    Nil                                                        Nil   II. Consumption per unit of Production: i) Purchased Units                                                                            28,51,303                                    24,95,298 Production (Tractors in Nos.)                                                             3713                                              3,565 Electricity Units / Tractor                                                                  767.92                                            699.94   *Inclusive of 39,90,331 units of power for Casting Division which produced 3015.95 M.T. of castings for captive consumption & 7,55,068 units for Construction Equipment Division which produced 759 mobile cranes and balance 74,461 unit of power have been consumed in other areas.                         (B) TECHNOLOGY ABSORPTION:   Your Company had initially collaborated with the reputed international diesel engine manufacturer i.e. Ursus Diesel Sp. Z.o.o. of Poland and used to import completely assembled engines from them for use on tractors. We have since indigenized the engine components and started manufacturing all engines in house by total absorption of technology.   (C)   RESEARCH AND DEVELOPMENT (R&D)                                         2018-19                        2017-18   I.      Expenditure on R&D during the year           Capital                                                                                                                            -                                            -          Recurring                                                                                                          99.89                                        252.07                                Total                                                                                                                          99.89                   252.07   II. Major Research & Development accomplishments during the year are as under:   1.Developed and launched 3065 DI Constant-Mesh side shift 4WD version. 2. Developed and launched 50 HP tractors in Constant-Mesh side shift transmission 4WD versions of 3048 DI and 3055 NV tractor models. 3. Developed and launched Indo Farm 3090 DI C-Mesh (2WD & 4WD versions) cost effective tractor models after all necessary testing and approvals. 4. Developed and launched Indo Farm 3075 DI C-Mesh (2WD & 4WD versions) cost effective tractor models after all necessary testing and approvals. 5. Developed and launched New Crane Model Indo Power 20 FNT and15FNT after all necessary approvals & testing.     (C)         FOREIGN EXCHANGE EARNINGS & OUTGO   The company is making full efforts to explore the foreign markets. During the financial year ended on 31st March, 2019earning in the foreign exchange was Rs.1118.60Lacs (Previous Year Rs. 1367.63Lacs) and Foreign exchange worth Rs. 166.07Lacs (Previous Year Rs. 143.86Lacs) was used for import of tractor components, business travel and others.                                                                                  By the Order of Board For INDO FARM EQUIPMENT LIMITED      Date: 12.09.2019 Place: Chandigarh R.S.KHADWALIA          SUNITA SAINI      (DIRECTOR)               (DIRECTOR)                                             DIN: 00062154        DIN: 00062113  

DIRECTORS' RESPONSIBILITY STATEMENT   Statement referred to in clause (c) of sub-section (3) of Section 134 of Companies Act, 2013;   (a)    in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b)   the directors had selected such accounting policies and 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 at the end of the financial year and of the profit and loss of the company for that period; (c)    the directors had 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; (d)   the directors had prepared the annual accounts on a going concern basis; and (e)    the company being an unlisted company, the requirements regarding internal financial control under Clause (e) are not applicable to the company. (f)     the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.