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Harish Textile Engineers Ltd.

BSE: 542682 Sector: Engineering
NSE: N.A. ISIN Code: INE01K301012
BSE 00:00 | 29 Jan 32.60 -1.60
(-4.68%)
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32.60

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34.00

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32.50

NSE 05:30 | 01 Jan Harish Textile Engineers Ltd
OPEN 32.60
PREVIOUS CLOSE 34.20
VOLUME 1201
52-Week high 68.00
52-Week low 30.60
P/E 6.49
Mkt Cap.(Rs cr) 11
Buy Price 32.50
Buy Qty 18.00
Sell Price 32.50
Sell Qty 110.00
OPEN 32.60
CLOSE 34.20
VOLUME 1201
52-Week high 68.00
52-Week low 30.60
P/E 6.49
Mkt Cap.(Rs cr) 11
Buy Price 32.50
Buy Qty 18.00
Sell Price 32.50
Sell Qty 110.00

Harish Textile Engineers Ltd. (HARISHTEXTILE) - Director Report

Company director report

Your Directors are pleased to present the Ninth Annual Report onthe business and operations of the Company for the year ended March 31 2019.

1. Financial Highlights

(Rs. In Lakhs)
Particulars Year ended 31/03/2019 Year ended 31/03/2018
Gross Income 3932.74 3934.35
Profit Before Interest and
Depreciation 316.50 313.49
Finance Charqes 105.12 114.80
Gross Profit 211.38 198.69
Provision for Depreciation 78.32 116.51
Net Profit Before Tax 133.06 82.18
Provision for Tax 38.19 24.58
Net Profit After Tax 94.87 57.60
Balance of Retained
earninqs brouqht forward 458.59 510.99
Balance of Retained
Earninqs carried Forward 553.46 568.59

2. Management Analysis and Discussions Company performance:

Your Company delivered yet another year of strong performance for theyear in report i.e. FY: 2018-19 with total revenues of Rs. 3932.74 Lakhs as compared withRs. 3934.35 Lakhs during the previous year. The profit before tax stood at Rs. 133.06Lakhs as compared to Rs. 82.18 Lakhs in the previous year. The Company has made aprovision of tax totaling to Rs. 38.19 Lakhs and the profit after tax stood at Rs. 94.87Lakhs for the year in report showing an increase of 64.70 % over the previous year.

Despite economic slow- down and severe liquidity constraints YourCompany posted another year of strong performance in FY: 2018-19 and continued to maintainits growth momentum.

Brief Introduction of Your Company

This being the first communication from the Company of the Publicshareholders the Board is pleased to give a brief introduction of your company. YourCompany is one of the leading producers of textile processing and finishing machinery inIndia. The Machinery produced by your company has found acceptance by reputed clients inIndia and abroad. Your company has also exported its products to over 25 countriesincluding to a prestigious market like U.K.

Your company has manufacturing facilities spread over 120000 squarefeet in Umbergam Gujarat and another 65000 square feet in Bhilad Gujarat.

With effect from 1/4/2019 the Businesses of Non-Woven FabricsTechnical Textiles Auto Interiors and Recycled Polyester Staple Fiber (which is aeco-friendly project) have also started contributing handsomely to the top-line and bottomline of your company. With all the business segments contributing from 1/4/2019 the Boardis very hopeful of attaining substantially higher top-line and bottom-line for the currentFY: 2019-20.

Review of operations

Despite economic slow- down and severe liquidity constraints YourCompany posted another year of strong performance in FY: 2018-19 and continued to maintainits growth momentum.

Strengths

Over the years your company has acquired Product and Domain Expertisein all the products manufactured. Your Company also has excellent technical and designteam that can take up special tailor made projects even for non-textile applications. Yourcompany has best in class infrastructure and plant and machinery in this business.

Quality

Harish Machines are known and well respected for its Quality andproductivity and command a premium valuation.

Outlook

With all three business segments contributing from 1/4/2019 the Boardis very hopeful of attaining substantially higher top-line and bottom-line for the currentFY: 2019-20.

Opportunities and threats

Opportunities:

Export markets offer exciting opportunities. Specialised tailor madenon textile customers also offer excellent growth prospects.

Threats:

The threats are in relation to the economic slow-down liquidity issuesand any adverse government policies. However since textile industry is one of thetop-three employment generators the government policies are expected to be conducive andsupportive.

Risks and Concerns

The recent liquidity crunch and economic down turn are the risks andconcerns being faced by the industry.

Internal Financial control systems and their adequacy

The company has adequate systems for Internal Financial ControlSystems. The company has also appointed a CA firm as independent Internal Auditors.

3. Dividend

With a view to plough back the profits of the Company and keeping inmind the expansion of business activities the Board of Directors consider it prudent andrecommend not declaring any dividend for the year ended March 31 2019.

4. Transfer To Reserves

The entire balance in Retained Earnings is proposed to be carriedforward

5. Transfer of Unclaimed Dividend to Investor Education andProtection Fund:

The Provisions of Sec. 125 (2) of the Companies Act 2013 do not applyas there was no dividend declared and paid last year.

6. Material changes and commitments if any affecting thefinancial position of the company which have occurred between the end of thefinancial year of the company to which the financial statements relate and the dateof the report

On and with effect from April 01 2019 the Non-Woven and PSF businesseshave been integrated with the Company. These businesses will strengthen the FinancialPosition of the Company and will expand its Balance Sheet Size.

The National Company Law Tribunal Mumbai Bench on August 09 2018passed an order for approving the Scheme of Arrangement for the Demerger under Sections230 to 232 of the Companies Act 2013 between Corporate Courier and CargoLimited("CCCL" or the Transferor Company) and Harish Textile Engineers PrivateLimited (Now Harish Textile Engineers Limited) ("HTEPL" or "TransfereeCompany" No. 1) and Mahesh Developers Private Limited (Now Mahesh Developers Limited)("MDL" or "Transferee Company" No. 2) their respective shareholdersand creditors (The "Scheme"). The Company announced September 05 2018 aseffective date for the said Scheme.

The Company had allotted 936000 equity shares on October 292018pursuant to the Scheme of Amalgamation between Corporate Courier and CargoLimitedf'CCCL" or the Transferor Company) and Harish Textile Engineers PrivateLimited (Now Harish Textile Engineers Limited) ("HTEPL" or "TransfereeCompany" No. 1) and Mahesh Developers Private Limited (Now Mahesh Developers Limited)("MDL" or "Transferee Company" No. 2) their respective shareholdersand creditors (The "Scheme") and Trading approval for the same had been receivedfrom BSE Limited on June 06 2019.

7. Details of significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future

There are no significant and material orders passed by the Regulatorsor courts or tribunals impacting the going concern status and company's operations infuture except for the order passed by National Company Law Tribunal Mumbai Bench onAugust 09 2018 for approving the Scheme of Arrangement for the Demerger under Sections230 to 232 of the Companies Act 2013 between Corporate Courier and CargoLimited("CCCL" or the Transferor Company) and Harish Textile Engineers PrivateLimited (Now Harish Textile Engineers Limited) ("HTEPL" or "TransfereeCompany" No. 1) and Mahesh Developers Private Limited (Now Mahesh Developers Limited)("MDL" or "Transferee Company" No. 2) their respective shareholdersand creditors (The "Scheme"). The Company announced September 05 2018 aseffective date for the said Scheme.

The Company had allotted 936000 equity shares on October 29 2018pursuant to the Scheme of Amalgamation between Corporate Courier and CargoLimited("CCCL" or the Transferor Company) and Harish Textile Engineers PrivateLimited (Now Harish Textile Engineers Limited) ("HTEPL" or "TransfereeCompany" No. 1) and Mahesh Developers Private Limited (Now Mahesh Developers Limited)("MDL" or "Transferee Company" No. 2) their respective shareholdersand creditors (The "Scheme") and Trading approval for the same had been receivedfrom BSE Limited on June 06 2019.

• There was no change in the nature of business of the Company.

8. Details of Holding/Subsidiary/Joint Ventures/AssociateCompanies:

The Company does not have any Holding/Subsidiary/JointVentures/Associate Companies.

9. Directors and Key Managerial Personnel

During the year the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any incurred by them for the purpose ofattending meetings of the Company.

The Board of Directors appointed Mr. Sandeep Gandhi as ManagingDirector and Mr. Hitendra Desai as Whole-Time Director subject to approval of members atthe ensuing 9th AGM.

The Board of Directors appointed Mr. Pinkesh Upadhyay as ChiefFinancial Officer w.e.f. December 30 2018.

Mr. Kirtikumar Gandhi resigned from the post of directorship w.e.f.June 21 2019

Mr. Darshit Parikh resigned from the post of directorship w.e.f. June15 2019

Mr. Rajesh Sahu and Mr. Sunil Bhirud resigned from the post ofdirectorship w.e.f. February 11 2019

All the above appointments/re-appointments by the Board of Directorsare based on the recommendation of the Nomination and Remuneration Committee. Theresolutions for aforementioned appointment/re- appointments and for payment ofremuneration to Managing Director Whole time- Director together with requisitedisclosures are set out in the Notice of the ensuing 9th AGM. The Board recommends all theresolutions for your approval.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial personnel of the Company are - Mr. Sandeep Gandhi Managing Director Mr.Hitendra Desai Whole Time Director and Mr. Pinkesh Upadhyay Chief Financial Officer ofthe Company.

10. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to medianemployee's remuneration as required pursuant to Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and details of remuneration paid to Employees vide Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given asAnnexure- IV

11. Nomination Remuneration Committee

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.

Nomination remuneration and compensation committee policy (NRCCommittee)

The NRC Committee of the Company shall be formed by the Board ofDirectors of the Company out of its Board members. The NRC Committee shall consist ofminimum three non-executive directors out of which two shall be independent directors. Thechairperson of the company may be appointed as a member of the NRC Committee but shall notchair the NRC Committee. The Chairman of the NRC Committee shall be an independentdirector. No member of the NRC Committee shall have a relationship that may interfere withhis independence from management and the Company or with the exercise of his duties as aNRC committee member. The NRC Committee may invite such of the executives of the Companyas it considers appropriate (and particularly the Managing Director) to be present at themeetings of the NRC committee but on occasions it may also meet without the presence ofany executives of the company. The Company Secretary shall act as the secretary to the NRCCommittee.

The Nomination Remuneration Committee is chaired by Mr. Abhinav Anand.The Committee comprises of #Mr. Darshit Parikh Non-Executive Independent Director Mr.Abhinav Anand Non-Executive Independent Director *Mr. Hitendra Desai ExecutiveDirector and Ms. Ratna Jhaveri Non-Executive Independent Director composition of thecommittee constituted and details of the meetings attended by the Directors are givenbelow:

Note #Mr. Darshit Parikh has resigned from the post of Independentdirector and as a member of Audit committee Nomination and Remuneration committee andStakeholder Relationship Committee w.e.f. 15th June 2019.

*Mr. Hitendra Desai Chimanlal has been inducted as a member ofNomination and Remuneration committee w.e.f. 15th June 2019.

The Company has not issued any Stock options to the Directors.Independent Directors of the Company have disclosed that they do not hold any EquityShares of the Company. There has been no pecuniary relationship or transactions of theNon-Executive Directors vis-a-vis the Company during the year under review.

12. Auditors

Pursuant to the provisions of Section 139 of the Act and the rulesframed thereunder M/s. K.M. Swadia & Co. Chartered Accountants (ICAI FirmRegistration No. 110740W) hold the office till the conclusion of 9th AGM of the Company.The Board had recommended re-appointment of M/s. K.M. Swadia & Co. CharteredAccountants (ICAI Firm Registration No. 110740W) as the statutory auditors of theCompany for a further period of five years at the ensuing 9th AGM.

Auditors have confirmed that they are not disqualified to act asAuditors and are eligible to hold office as Auditors of your Company. They have alsoconfirmed that they hold a valid peer review certificate as prescribed under ListingRegulations.

13. Auditors' Report

The Auditors' Report contains one Qualification regarding non provisionof Gratuity Liability on actuarial basis as required by Ind AS 19. The company is in theprocess of getting the liability ascertained on actuarial basis and in the current yearhopes to provide for the same. Notes to Accounts and Auditors remarks in their report areself-explanatory and do not call for any further comments.

14. Corporate Governance

Non-applicability of Corporate Governance provisions of SEBI (ListingObligations and Disclosure Requirements! Regulations 2015:

Pursuant to the provisions of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 compliance with the provisionsof the Corporate Governance are not applicable to the Companies having paid upequity share capital not exceeding Rs. 10 Crore and Net Worth not exceedingRs. 25 Crore as on the last day o f previous financial year ox on theCompanies listed on SME Exchange.

In view of above as per the latest Audited Financial Statement of theCompany as at 31st March 2018 the paid-up Equity Share Capital and the Net Worth of theCompany does not exceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Croreas aforesaid; hence compliance with the provisions of the Corporate Governance are notapplicable to the Company.

15. Code of Conduct for Directors and Senior Management

The Directors and members of Senior Management have affirmed compliancewith the Code of Conduct for Directors and Senior Management of the Company. The copies ofCode of Conduct as applicable to the Executive Directors (including Senior Management ofthe Company) and Non-Executive Directors are uploaded on the website of the Company.

16. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of theIndependent directors.

17. Relationship Between Directors Inter-Se

The Directors *Mr. Kirti Gandhi and Mr. Sandeep Gandhi are related toeach other within the meaning of the term "relative" as per Section 2(77) of theAct and per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Other than these none of the Directors are related.

*Mr. Kirti Gandhi resigned from the post of directorship w.e.f. June21 2019

18. Particulars of the Employees

The information as required under Section 197 of the Act and rules madethere-under is not applicable as none of the employees are in receipt of remunerationwhich exceeds the limits specified under the said rules.

19. Documents placed on the Website of the Company:

The following documents have been placed on the website in compliancewith the Act:

• Financial statements of the Company and consolidated financialstatements along with relevant documents as per third proviso to Section 136(1).

• Details of Vigil mechanism for directors and employees to reportgenuine concerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directorsas per Schedule IV to the act.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Nomination and Remuneration Policy

20. Human Resource Management (Material developments in Human Resources/ Industrial Relations front including number of people employed)

The Company offers a growth environment along with monetary benefits inline with industry standards. The Company has a number of employee initiatives to attractretain and develop talent in the organization. The industrial relations during the yearwere cordial on all the fronts. The number of people employed in the year of report were53.

21. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 the Company hadappointed H B Upasani & Co Practicing Company Secretary as its Secretarial Auditorto conduct the Secretarial Audit of the Company for the F.Y. 2018-19. The Company hasprovided all the assistance and facilities to the Secretarial Auditor for conducting theiraudit. Report of Secretarial Auditors for the F.Y 2018-19 in Form MR-3 is annexed to thisreport as Annexure-II.

22. Explanation or comments on Qualifications reservations or adverseremarks made by Auditors and the Practicing Company Secretary in their Reports:

The Auditors' Report contains one Qualification regarding non provisionof Gratuity Liability on actuarial basis as required by Ind AS 19. The company is in theprocess of getting the liability ascertained on actuarial basis and in the current yearhopes to provide for the same. Notes to Accounts and Auditors remarks in their report areself-explanatory and do not call for any further comments.

The Secretarial Audit Report does not contain any Qualificationsreservations or adverse remarks.

23. Share Capital

The paid up Equity Share Capital as on 31st March 2018 was Rs.24000000 divided into 2400000 shares of Rs.10/- each which has increased as on 31stMarch 2019 to Rs. 33360000 divided into 3336000 Equity shares of Rs.10/- each. Theincrease in capital was due to allotment of 936000 Equity shares of Rs. 10/- eachpursuant to Scheme of Arrangement for the Demerger under Sections 230 to 232 of theCompanies Act 2013 between Corporate Courier and Cargo Limited("CCCL" or theTransferor Company) and Harish Textile Engineers Private Limited (Now Harish TextileEngineers Limited) ("HTEPL" or "Transferee Company" No. 1) and MaheshDevelopers Private Limited (Now Mahesh Developers Limited) ("MDL" or"Transferee Company" No. 2) their respective shareholders and creditors (The"Scheme").

24. Shares:

a. Buyback of Securities: The Company has not bought back any of thesecurities during the year under review. b. Sweat Equity: The Company has not issued anysweat equity shares during the year under review. c. Employee Stock Option Plan: TheCompany has not provided any stock options to the employees.

25. Credit Rating

The company is in the process of obtaining credit rating for its BankFinances from Care Ratings.

26. Fixed Deposits

Your Company has not accepted any fixed deposits and as such noamount of principal or interest was outstanding as on the date of the Balance Sheet.

27. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section134 of the Companies Act 2013 the Directors confirm that to the best of their knowledgeand belief:

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with no material departures; (b) They haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period; (c) They have taken proper and sufficient care to the bestof their knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; (d) They have prepared theannual accounts on a going concern basis; and (e) They have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively (f) They have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

28. Conservation of Energy Technology Absorption Research 81Development and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) the Companies (Accounts) Rules 2014 forming part of Directors' Reportfor the year ended 31st March 2019 is as under:

Conservation of Energy: The Company's operations involve low energyconsumption. However efforts to conserve and optimize the use of energy through improvedoperational methods and other means will continue.

Technology Absorption: The Technology available and utilized iscontinuously being upgraded to improve overall performance and productivity.

Research 8i Development: Your Company believes that research 8idevelopment is a continuous process for sustained corporate excellence. Our research 8idevelopment activities help us in product and service improvement effective timemanagement and are focused to provide unique benefits to our customers. Such methods donot involve any specific cost burden to the Company.

Foreign Exchange Earnings : Rs. 43553025/- (previous year 19786861/-)
Foreign Exchange Outgo : Rs. 78652297/- (previous year 6865305/-)

29. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committee.

Criteria for Performance Evaluation of Independent Directors includes:1. Attendance and Participation.

2. Maintaining confidentiality.

3. Acting in good faith and in the interest of the company as a whole.

4. Exercising duties with due diligence and reasonable care.

5. Complying with legislations and regulations in letter and spirit.

6. Openness to ideas perspectives and opinions and ability tochallenge old practices and throwing up new ideas for discussion.

7. Capacity to effectively examine financial and other information onoperations of the company and the ability to make positive contribution thereon.

30. Number of Meetings of the Board

During the year 14 Board Meetings were held.

The dates on which the Board Meetings were held alongwith attendanceare as follows:

Sr. No. Board Meeting Date Directors Present
1. 01-04-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Rajesh Sahu Sunil Bhirud
2. 10-05-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Sunil Bhirud
3. 29-06-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Rajesh Sahu Sunil Bhirud
4. 30-07-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Sunil Bhirud
5. 31-08-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Sunil Bhirud
6. 03-09-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Rajesh Sahu Sunil Bhirud
7. 10-09-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Rajesh Sahu Sunil Bhirud
8. 29-09-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Sunil Bhirud
9. 29-10-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Sunil Bhirud
10. 15-11-2018 Hitendra Desai Sandeep Gandhi Kirtikumar Gandhi Rajesh Sahu Sunil Bhirud
11. 10-12-2018 Hitendra Desai Sandeep Gandhi Abhinav Anand Ratna Jhaveri Darshit Parikh
12. 30-12-2018 Hitendra Desai Sandeep Gandhi Abhinav Anand Ratna Jhaveri Darshit Parikh
13. 11-02-2019 Hitendra Desai Sandeep Gandhi Abhinav Anand Ratna Jhaveri Darshit Parikh
14. 22-02-2019 Hitendra Desai Sandeep Gandhi Abhinav Anand Ratna Jhaveri Darshit Parikh

31. Declaration by an Independent Director(s)

The Board has received the declaration from all the IndependentDirectors as per the Section 149(7) of the Companies Act 2013 and the Board is satisfiedthat all the Independent Directors meet the criterion of independence as mentioned inSection 149(6) of the Companies Act 2013.

32. Internal Financial Control System

The details in respect of internal financial control and their adequacyare included in the Management Discussion and Analysis which is a part of this report.

33. Composition of Audit Committee

The Audit Committee comprises of *Mr. Darshit Parikh IndependentDirector #Mr. Abhinav Anand Independent Director Ms. Ratna Jhaveri Independent Directorand Mr. Hitendra Desai Whole-Time Director. The Audit Committee is chaired by Ms. RatnaJhaveri

*Mr. Darshit Parikh has resigned from the post of Independent directorand as a member of Audit committee Nomination and Remuneration committee and StakeholderRelationship Committee w.e.f. 15th June 2019.

#Mr. Abhinav Anand has been inducted as a member of Audit committeew.e.f. 15th June 2019

34. Stakeholders Relationship Committee:

The stakeholders' relationship committee is constituted in line withthe provisions of Regulation 20 of SEBI Listing Regulations read with Section 178 of theAct.

Terms of reference

The Committee is responsible for assisting the Board of Directors inthe Board's overall responsibilities relating to attending and redressal of the grievancesof the security holders of the Company.

Functions

The Shareholders Relationship Committee is chaired by Mr. AbhinavAnand. The Committee comprises of #Mr. Darshit Parikh Non-Executive IndependentDirector Mr. Abhinav Anand Non-Executive Independent Director Mr. Hitendra DesaiExecutive Director and *Ms. Ratna Jhaveri Non-Executive Independent Director compositionof the committee constituted and details of the meetings attended by the Directors aregiven below:

Note #Mr. Darshit Parikh has resigned from the post of Independentdirector and as a member of Audit committee Nomination and Remuneration committee andStakeholder Relationship Committee w.e.f. 15th June 2019.

*Ms. Ratna Vikram Jhaveri has been inducted as a member of StakeholderRelationship Committee w.e.f. 15th June 2019.

The Committee in particular looks into:

1. To oversee and review redressal of shareholder and investorgrievances on matters relating to transfer of securities non-receipt of annual reportnon-receipt of dividends/interests.

2. To issue duplicate share/debenture certificate(s) reported lostdefaced or destroyed as per the laid down procedure and to resolve the grievances ofsecurity holders of the Company if any.

3. Attending to complaints of security holders routed by SEBI(SCORES)/Stock Exchanges/RBI or any other Regulatory Authorities.

4. Taking decision on waiver of requirement of obtaining the SuccessionCertificate/Probate of Will on case to case basis within the parameters set out by theBoard of Directors.

5. To monitor transfer of the amounts/shares transferable to InvestorEducation and Protection Fund. 6. To list the securities of the Company on StockExchanges.

7. Any other matters that can facilitate better investor services andrelations.

During the year under review no queries/complaint were received fromshareholders/investors. The numbers of pending share transfers as on March 31 2019 wereNil.

35. Vigil Mechanism (Whistle Blower Policy):

Your Company has established a mechanism called 'Vigil Mechanism' fordirectors and employees to report the unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy and provides safeguardsagainst victimization of employees who avail the mechanism. The Vigil Mechanism Policy hasbeen uploaded on the website of the Company.

36. Risk Management Policy:

Risk Management Policy identifies communicate and manage materialrisks across the organization. The policy also ensures that responsibilities have beenappropriately delegated for risk management. Key Risk and mitigation measures are providedin the Management Discussion and Analysis annexed to the Annual Report.

37. Corporate Social Responsibility:

The Company is not required to constitute a Corporate SocialResponsibility Committee as it does not fall within the purview of Section 135(1) of theCompanies Act 2013 and hence it is not required to formulate policy on corporate socialresponsibility.

38. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in MGT-9 as a part of this Annual Report annexed as Annexure-I. The same isalso available on the website of the company at the website- www.harishtextile.com

39. Particulars of Loans Guarantees or investments:

The company has not given any Loans or Guarantees and not made anyInvestments covered under the provisions of Section 186 of the Companies Act 2013.

40. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto have been disclosed in Form No. AOC-2 as Annexure-III.

41. Acknowledgements

Your Directors thank the Company's Investors Clients VendorsBankers Business and various governmental as well as regulatory agencies for theircontinued support and confidence in the management.

Your Directors wish to place on record their deep sense of appreciationof the dedicated and sincere services rendered by employees at all levels during the year.Your Company's consistent growth was made possible by their hard work solidaritycooperation and support.

For and on behalf of the Board of Directors
Sandeep Gandhi Hitendra Desai
Managing Director Executive Director
DIN No.: 00941665 DIN No.: 00452481
Date: 05.09.2019
Place: Mumbai