Harsha Engg Intl Director Discussions


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 Companys 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 Companys 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 arms 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 Companys 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 Companys 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 Boards report Annexure-B.

The observations and comments, appearing in the Secretarial Auditors Report are self-explanatory and do not call for any further comments. The Secretarial Auditors 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 Boards 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 Companys 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 Boards 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 Boards 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 Boards 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 Boards 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 Boards 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