To,
The Members,
The Board of Directors are pleased to present Integrated Annual Report together with
the Audited Annual Accounts of the Company for the financial year ended March 31,2023.
1. FINANCIAL RESULTS
The Audited Standalone and Consolidated Financial Statements of the Company as on March
31, 2023 are prepared in accordance with the relevant applicable IND AS and provisions of
the Companies Act, 2013.
The standalone and consolidated performance during the financial year ended March
31,2023 has been as under:
(Rs' in lakhs)
Particulars |
Standalone |
Consolidated |
|
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
Revenue from Operations |
102,472 |
95,645 |
136,402 |
132,148 |
Profit Before Depreciation and Tax |
19,561 |
16,261 |
20,324 |
16,199 |
Less : Depreciation & Amortisation Expenses |
2,331 |
1,962 |
3,612 |
3,536 |
Profit for the year before tax |
17,230 |
14,299 |
16,712 |
12,663 |
Provision for Taxation: |
|
|
|
|
Less: Current Year Tax |
3,863 |
3,325 |
3,846 |
3,325 |
Less: Deferred Tax |
528 |
366 |
538 |
143 |
Profit after tax |
12,839 |
10,608 |
12,328 |
9,195 |
Add:Other Comprehensive Income for the year |
(748) |
144 |
(748) |
144 |
Total Comprehensive Income for the year |
12,091 |
10,752 |
11,580 |
9,339 |
2. PERFORMANCE AND OPERATION REVIEW CONSOLIDATED
The Company has achieved revenue from operation of Rs 136,402 lakhs for the year ended
March 31,2023, an increase of 3.22% as compared to Rs ' 132,148 lakhs in the previous
year.
Profit after tax (PAT) for the year ended March 31,2023 was Rs ' 12,328 lakhs, an
increase of 34.07% as against Rs ' 9,195 lakhs in the previous year.
Basic earnings per share (EPS) for the year ended March 31,2023 was Rs ' 14.59 as
against ' Rs 16.06 in the previous year.
Diluted earnings per share (EPS) for the year ended March 31,2023 was ' 14.59 as
against ' 11.90 in the previous year.
STANDALONE
The Company has achieved revenue of Rs ' 102,472 lakhs for the year ended March
31,2023, increase of 7.14 % as compared to ' 95,645 lakhs in the previous year.
Profit after tax (PAT) for the year ended March 31,2023 was ' Rs 12,839 lakhs, increase
of 21.03% as against ' Rs 10,608 lakhs in the previous year.
Basic earnings per share (EPS) for the year ended March 31,2023 was ' Rs 15.19 as
against Rs ' 18.53 in the previous year.
Diluted earnings per share (EPS) for the year ended March 31,2023 was ' 15.19 as
against ' Rs 13.73 in the previous year.
3. SIGNIFICANT ACTIVITIES IN FINANCIAL YEAR 2022-23
The year under review would be remembered for the following significant activities in
your Company:
The Company has completed Initial Public Offer (IPO) and equity shares of the
Company were listed on National Stock Exchange of India Limited and BSE Limited on
September 26, 2022
M/s Harsha Engineers BV merged with the Company effective from November 14, 2022
Setting up Hybrid Power Project with configuration of Wind Turbines Generators of 2.7
MW alongwith 0.675 MW AC/ 1.0125 MW DC Solar Power Plant
Repayment of Debt amounting to ' Rs 270 crores through IPO Proceeds
Upgradation of Credit Rating to CARE AA-; Stable from CARE A+; Stable for Long Term
Bank Facilities
Incorporation of a wholly owned subsidiary company in the name of Harsha Engineers
Advantek Limited with objective of manufacturing of bearing cages with primary focus on
Large size cages, precision stamping components, Bronze Bushes among other.
The Company got a Best Kaizen Award at 11 th Annual International Quality
Management Conference held by the American Society for Quality and hosted by Nirma
University
The Company got a "Gujarat State Annual Solar Awards 2022" presented at
SuryaCan Ahmedabad 2022 for EPC Company of Year State of Gujarat in Industrial Category
(Gold Category)
Mr Maulik Jasani, VP Finance & Group CFO has been awarded as CA Business
Leader 40 under 40 by the Institute of Chartered Accountants of India in Association with
CNBC TV18.
4. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES
Your Directors are pleased to inform you that, the Company has completed its Initial
Public Offer ("IPO") of 22,886,595 equity shares of face value of '
10 each at an issue price of ' 330 aggregating up to ' 75,500
lakhs comprising through fresh issue of 13,795,695 equity shares aggregating up to '
45,500 lakhs and Offer for Sale for 9,090,900 equity shares aggregating up to '
30,000 lakhs. The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed
on National Stock Exchange of India Limited and BSE Limited on September 26, 2022.
As on March 31,2023, the main objects and utilisation of net proceeds from the IPO are
as follows:
(' Rs in crores)
Sl. No. Item Head |
Amount as proposed in the Offer Document |
Fund Utilised |
1 Pre-payment or scheduled repayment of a portion of the existing
borrowing availed by the Company |
270.00 |
270.00 |
2 Funding capital expenditure requirements towards purchase of
Machinery |
77.95 |
17.08 |
3 Infrastructure repairs and renovation of our existing production
facilities including office premises in India |
7.12 |
4.25 |
4 General corporate purposes |
74.33 |
74.33 |
Total |
429.40 |
365.66 |
5. SCHEME OF AMALGAMATION OF M/S HARSHA ENGINEERS BV WITH THE COMPANY
During the financial year 2022-23, the Scheme of Amalgamation of M/s Harsha Engineers
BV ("HEBV or Netherland Entity") with the Company and their respective
shareholders and creditors was approved by the National Company Law Tribunal (NCLT),
Ahmedabad Bench vide order dated August 25, 2022.
All necessary sanctions and approvals as required under the applicable laws of
Netherlands have been received by HEBV hence this Scheme is now effective and Netherland
Entity is ceased to be effective from November 14, 2022. On account of this merger, Harsha
Engineers Europe SRL has become direct subsidiary of the Company.
6. ACQUISITION OF REMAINING 2 EQUITY SHARES OF M/S HARSHA ENGINEERS EUROPE SRL THROUGH
TRANSFER OF SHARES FROM MR. RAJENDRA SHAH AND MR. HARISH RANGWALA
The Company has acquired 2 equity shares of M/s Harsha Engineers Europe SRL by
purchasing shares from Mr. Rajendra Shah and Mr. Harish Rangwala who were holding 1 equity
share of RON 10 each respectively. On account of this acquisition, M/s Harsha Engineers
Europe SRL has become wholly owned subsidiary of the Company.
7. SHARE CAPITAL
The Company had completed its Initial Public Offer (IPO) and alloted fresh issue of
13,795,695 equity shares of face value of ' 10 each. Post IPO, the paid up
share capital of the Company is increased to ' 910,441,050 consisting of
91,044,105 equity shares of ' 10 each.
10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act, 2013 and other applicable provisions, if
any, of the Companies Act, 2013 including any statutory modifications or re-enactments
thereof, there was no unpaid/ unclaimed dividend declared last year/years.
8. DIVIDEND
The Board of Directors have recommended a final dividend of ' 1 per
equity share of ' 10 each fully paid up for the financial year ended on
March 31,2023. The proposal is subject to the approval of shareholders at the ensuing
Annual General Meeting. The final dividend on equity shares, if approved by the
Shareholders,
11. TRANSFER TO RESERVES
As permitted under the provision of Companies Act, 2013, the Board does not propose to
transfer any amount to General Reserve for the financial year ended on March 31,2023.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF THE REPORT
would involve a cash outflow of Rs' 910.44 lakhs.
9. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board of the Company has adopted a Dividend Distribution Policy,
which is available on the website of the Company at https://www.
harshaengineers.com/InvestorRelations/company- policies.php.
There have been no other material changes and commitments which affect the financial
position of the Company, that have occurred between the end of financial year to which the
financial statements relates and the date of this report.
13. DETAILS OF SUBSIDIARY/HOLDING, ASSOCIATE AND JOINT VENTURE CEASED AND ACQUIRED
DURING THE FINANCIAL YEAR
As on March 31, 2023, the Company has four Subsidiaries, an Associate and a Joint
Venture, the details of which are given below:
Sl. Name & Address of the Company No. |
CIN/GLN Holding/ % of Shares Subsidiary/ Held/Capital
Associate/
Joint Venture |
1 Cleanmax Harsha Solar LLP 13, A Floor 13, Plot 400 The Peregrine
Apartment, Kismat Cinema, Prabhadevi Mumbai, Mumbai-400025, Maharashtra, India. |
AAE-4231 |
Joint Venture |
50% |
2 HASPL Americas Corporation 7480 Birdwood Avenue, Ste 1120,
Mclean-22102, Fairfax, USA. |
Foreign Subsidiary |
Wholly Owned Subsidiary |
100% |
3 Harsha Precision Bearing Components (China) Co. Limited No. 10 Fuhua
Road, Bixi Sub-District, Changshu, Jiangsu, Province, China. |
Foreign Subsidiary |
Wholly Owned Subsidiary |
100% |
4 Harsha Engineers Europe SRL* Str. Hermann Oberth, Nr.23, Hala 4
Parcul Industrial ICCO Ghimbav, Brasov, Romania. |
Foreign Subsidiary |
Wholly Owned Subsidiary |
100% |
Sl. No. Name & Address of the Company |
CIN/GLN |
Holding/ Subsidiary/ Associate/ Joint Venture |
% of Shares Held/Capital |
5 Sunstream Green Energy One Private Limited Unit No. 28C, Nand Deep
Industrial Estate 2nd Floor, Kondivita Lane, J.B. Nagar, Andheri (E)
Mumbai-400059, Maharashtra, India. |
U74900MH2016PTC271603 |
Associate |
26% |
6 Harsha Engineers Advantek Limited** NH-8A,Sarkhej-Bavla Highway,
Changodar, Sanand, Ahmedabad-382213, Gujarat, India. |
U28140GJ2023PLC139182 |
Wholly Owned Subsidiary |
100% |
* The Company has acquired 2 equity shares of M/s Harsha Engineers Europe SRL by
purchasing share from Mr. Rajendra Shah and Mr. Harish Rangwala who were holding 1 equity
share of RON 10 each respectively. On account of acquisition, M/s Harsha Engineers Europe
SRL has become wholly owned subsidiary of the Company.
** M/s Harsha Engineers Advantek Limited was incorporated as a wholly owned subsidiary
on March 14, 2023.
Note:
M/s Harsha Engineers BV was merged with the Company effective from November 14, 2022.
During the year under review, the Board of Directors reviewed the affairs of
subsidiaries, associate and joint venture. In accordance with section 129(3) of the
Companies Act, 2013, we have prepared consolidated financial statements of the Company and
all its subsidiaries including associates and joint venture, which form part of the Annual
Report. Further a statement containing the salient features of the financial statements of
our subsidiaries, associate and joint venture in the prescribed Form AOC-1 is appended as
Annexure-A. The separate audited financial statements in respect of the subsidiary shall
be kept open for inspection at the Registered Office of the Company. The Company will also
make available these documents upon request by any Member of the Company interested in
obtaining the same. The separate audited financial statements in respect of the subsidiary
are also available on the website of the Company at https://www.harshaengineers.
com/InvestorRelations/financial-information.php#. The Company has framed a policy for
determining material subsidiaries, which has been available on the website of the Company
at https://www. harshaengineers.com/InvestorRelations/company- policies.php
14. DIRECTORS
The Board of Directors consists of 10 members, out of which 5 are Independent Directors
including one women Independent Director and 5 are Non-Executive and Non-Independent
Directors. The composition is in compliance with the Companies Act, 2013 and SEBI Listing
Regulations.
In accordance with the provisions of Section 152 and other applicable provisions, if
any, of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Rajendra Shah (DIN:0061922) Chairman & Wholetime Director and Ms. Hetal Ukani
(DIN:01990172) Whole-time Director of the Company are liable to retire by rotation at the
ensuing Annual General Meeting, being eligible for re-appointment and both have offered
themselves for the same.
15. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the following performance evaluations were
carried out;
a. Performance evaluation of the Board, Chairman and non-Independent Directors by the
Independent Directors;
b. Performance evaluation of the Board, its committees, and Independent Directors by
the Board of Directors.
The manner in which the evaluation has been carried out has been explained in the
Corporate Governance Report which forms part of this Annual Report.
16. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key
Managerial Personnel and Senior Management and their remuneration. The Nomination
Remuneration Evaluation Policy is available on the website of the Company at
https://www.harshaengineers.com/ InvestorRelations/company-policies.php.
17. KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to provisions of Section 2(51) and 203 of the Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
following persons are acting as Key Managerial Personnel (KMP) of the Company as on March
31,2023.
Sl. No. Name of KMP |
Designation |
1 Mr. Rajendra Shah |
Chairman & Whole-time Director |
2 Mr. Harish Rangwala |
Managing Director |
3 Mr. Vishal Rangwala |
CEO & Whole-time Director |
4 Mr. Pilak Shah |
COO & Whole-time Director |
5 Ms. Hetal Ukani |
Whole-time Director |
6 Mr. Maulik Jasani |
VP Finance & Group CFO |
7 Mr. Kiran Mohanty |
Company Secretary & Chief Compliance Officer |
During the year under review, there were no changes to the Key Managerial Personnel
(KMP) of the Company.
18. NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 7 (Seven) times during the financial year 2022-23. All
the Board Meetings were held as per Section 173 of Companies Act, 2013 with all the
relevant rules & regulations related to that, Secretarial Standard -1 (Board Meeting)
and Listing Regulations are duly complied with.
The details of the meetings of the Board of Directors of the Company held and attended
by the Directors during the financial year 2022-23 are given in the Corporate Governance
Report which forms part of this Annual Report.
19. INDEPENDENT DIRECTOR
The Company has complied with the definition of Independence according to the
provisions of Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations
from all the Independent Directors pursuant to Section 149(7) of the Companies Act,
HARSHA ENGINEERS INTERNATIONAL LIMITED
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All
Independent Directors have provided declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing
Regulations.
20. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying it in their appointment letter along with
necessary documents, reports and internal policies to enable them to familiarise with the
Company's procedures and practices. The Company has through presentations, at regular
intervals, familiarised and updated the Independent Directors with the strategy,
operations and functions of the Company and Engineering Industry as a whole. The details
of such familiarisation programmes for Independent Directors are explained in the
Corporate Governance Report which forms part of this Annual Report.
21. COMMITTEES
During the year the Board has 6 Committees : Audit Committee, Nomination &
Remuneration Committee, Stakeholder Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee, and Management Committee. During the
year, all recommendations of the Committees of the Board which were mandatorily required
have been accepted by the Board.
A detailed note on the composition of the Board and its Committees, including its terms
of reference is provided in the Corporate Governance Report which forms part of this
Annual Report. The composition and terms of reference of all the Committees of the Board
of Directors of the Company is in line with the provisions of the Act and the Listing
Regulations.
22. RISK MANAGEMENT FRAMEWORK
The Company has a Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimise adverse impact on the
business objectives and enhance the Company's competitive advantage. The risk framework
defines the risk management approach across the enterprise at various levels including
documentation and reporting. The framework has different risk models which help in
identifying risks trend, exposure and potential impact analysis at the Company level as
well as for business segments.
The Company has a Risk Management Committee of the Board of Directors and Risk
Management Policy consistent with the provisions of the Companies Act,
2013 and the Listing Regulations. The Risk Management Policy is available on the
website of the Company at https://www.harshaengineers.
com/InvestorRelations/company-policies.php. The Committee facilitates the execution of
risk management practices in the Company, in the areas of risk identification, assessment,
monitoring, mitigation and reporting and also provide guidance to the management team. The
Company has laid down procedures to inform the Audit Committee as well as the Board of
Directors about risk assessment and related procedures & status.
The details of Risk Management Committee along with other details are set out in
Corporate Governance Report, forming part of this report.
23. DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013
No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014 in respect of voting rights not exercised directly by the employees of the Company
as the provisions of the said section are not applicable.
24. DEPOSIT
During the year the Company has accepted deposits under the provisions of the Companies
Act, 2013, details of which are given below. Further there are no outstanding deposits as
at March 31,2023.
(Rs' In lakhs)
Particulars |
Amount |
Deposits at the beginning of the financial year |
|
i) Principal Amount |
2,300.00 |
ii) Interest due but not paid |
- |
iii) Interest accrued but not due |
- |
Total (i+ii+iii) |
2,300.00 |
Change in Deposits during the financial year |
- |
Addition |
60.00 |
Reduction |
(2,360.00) |
Net Change |
(2,300.00) |
Deposits at the end of the financial year |
- |
i) Principal Amount |
- |
ii) Interest due but not paid |
- |
iii) Interest accrued but not due |
- |
Total (i+ii+iii) |
- |
25. RELATED PARTY TRANSACTION
All Related Party Transactions that were entered into during the financial year 2022-23
were on an arm's length basis and were in the ordinary course of business and are in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel, etc. which may have potential conflict with the interest of the
Company at large or which warrants the approval of the shareholders. Accordingly, no
transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with
Related Parties are provided in the Company's financial statements in accordance with the
Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value, terms and conditions of the
transactions.
The Related Party Transactions Policy is available on our website, at
https://www.harshaengineers.com/ InvestorRelations/company-policies.php
26. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on March 31, 2023 in the prescribed Form no. MGT-7 is available on the
Company's website at https://www. harshaengineers.com/InvestorRelations/financial-
information.php#.
27. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of the Company hereby
state and confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
b) the Directors have 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 of the Company for the same period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a going concern basis; and
e) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and are operating effectively.
29. AUDITORS AND AUDITORS' REPORT
I. Statutory Auditor
M/s Pankaj R. Shah & Associates, Chartered Accountants (FRN:107361W) was appointed
as Statutory Auditor of the Company for a period of five consecutive years from the
conclusion of 11th Annual General Meeting until the conclusion of the 16th
Annual General Meeting of the Company with such remuneration as may be decided by Board of
Directors.
The notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remarks.
II. Cost Auditor
M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (FRN:000025) were appointed
as Cost Auditors to carry out the audit of cost records of the Company for the financial
year ended March 31,2023.
III. Secretarial Auditor
M/s Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad were
appointed as Secretarial Auditor to carry out
HARSHA ENGINEERS INTERNATIONAL LIMITED
Secretarial Audit of the Company for the financial year ended March 31,2023.
According to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report is enclosed as a part of this Board's report Annexure-B.
The observations and comments, appearing in the Secretarial Auditor's Report are
self-explanatory and do not call for any further comments. The Secretarial Auditor's
Report does not contain any qualification, reservation or adverse remarks.
IV. Internal Auditor
M/s Talati & Talati (FRN:110758W), Chartered Accountants and M/s MAR & Co.
(FRN:138633W), Chartered Accountants were appointed as the Internal Auditors of the
Company for Engineering business division and Solar EPC business division respectively for
the financial year 2022-23. The Board of Directors of the Company in consultation with the
Internal Auditors formulated the scope, functioning, periodicity and methodology for
conducting an Internal Audit.
30. INSURANCE
The Company has taken adequate insurance cover of all movable & immovable assets
(except Land) to cover various type of risks.
31. CREDIT RATING
There has been revision in credit ratings of the Company during the financial year
ended March 31, 2023, details of which are as under:
Credit rating agency |
Facilities/ Instruments |
Existing Ratings |
Revised Ratings |
CARE |
Long Term |
CARE A+; |
CARE AA-; |
Ratings |
/Short |
Stable/ |
Stable / |
Limited |
Term Bank Facilities |
CAREA1+ |
CAREA1+ |
CARE
Ratings
Limited |
Long Term Bank Facilities (Terms Loans)# |
CARE A+; Stable |
Withdrawn |
# The Company has fully prepaid its term debt and taking cognizance of it, CARE Ratings
Limited has withdrawn the rating assigned to term debt facilities of the Company.
32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, is disclosed in the Annexure-C to this
Board's report.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Companies Act, 2013 and rules
framed thereunder your Company has adopted a policy for CSR and the Board has constituted
a committee for implementing the CSR activities. The Company's CSR Policy is available on
website, at https://www.harshaengineers. com/InvestorRelations/company-policies.php.
The annual report on our CSR activities is appended as Annexure-D to the Board's report.
34. CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate report on Corporate Governance and the
Business Responsibility and Sustainability Report, forms part of this Board's report.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate
section forming part of this Board's report.
36. PARTICULARS OF EMPLOYEES
The information as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached
as Annexure-E to this Board's report. The statement containing names of the top 10
employees, in terms of remuneration drawn and the particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report. Further, the report and the accounts are
being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of
the Companies Act, 2013, the said Annexure is open for inspection and any member
interested in obtaining a copy of the same may write to the Company Secretary at
sec@harshaengineers. com.
37. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing and promoting a safe and healthy work environment
for all its employees.
A 'Prevention of Sexual Harassment' (POSH) policy is in line with the statutory
requirement, along with a structured reporting and redressal mechanism is in place. The
POSH policy is communicated to all employees of the Company. During the financial year
2022-23, no complaints in respect of the same has been received by the Company.
38. VIGIL MECHANISM / WHISTLE BLOWER
Pursuant to the provisions of Companies Act, 2013 and rules made thereunder and SEBI
(Listing Obligation and Disclosures Requirements) Regulations, 2015 the Company has framed
and adopted vigil mechanism policy to deal with instance of fraud and mismanagement, if
any and is available on the website of the Company at https://www.harshaengineers.
com/InvestorRelations/company-policies.php. The Company has also provided adequate
safeguards against victimisation of employees and Directors who express their concerns.
39. INTERNAL FINANCIAL CONTROLS
Your Company has implemented Internal Financial Controls over Financial Reporting
through policies, procedures and guidelines. The approved Schedule of powers are used to
control the approval process for various activities, based on hierarchical value limits. A
combination of these systems will enable your Company to maintain a robust design of
controls and its operating effectiveness is ensured from time to time through internal
checks and audit.
The Statutory Auditor of your Company has also given an opinion that the Internal
Financial Controls over Financial Reporting are adequate and are operating effectively
during the financial year.
40. NOTES TO ACCOUNTS
The notes forming part of the accounts are selfexplanatory and therefore, do not call
for any further comments. Annexure-A to Annexure-E forms part of this Board's report.
41. ACKNOWLEDGEMENT
The Directors are thankful for the co-operation and assistance received from the
Financial Institutions, Bankers, Collaborators, Central and State Government Departments,
Local Authorities, Shareholders, Employees and other stakeholders of the Company.
Registered Office:
NH-8A, Sarkhej-Bavla Highway, Changodar, Ahmedabad-382213, Gujarat, India.
CIN : U29307GJ2010PLC063233 Email id : sec@harshaengineers.com Website:
www.harshaengineers.com
By Order of the Board of Directors Rajendra Shah
Chairman & Whole-time Director DIN:00061922 May 25, 2023