harrisons malayalam ltd Directors report


To

The Members of Harrisons Malayalam Limited

Your Directors have pleasure in presenting the Forty-Sixth Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31,2023.

Financial Highlights

in Lakhs

Particulars 31.03.2023 31.03.2022 31.03.2023 31.03.2022
Standalone Consolidated
Revenue from Operations 48676.59 47152.58 48676.59 47152.58
Other Income 711.51 712.59 711.51 712.59
Total Income 49388.10 47865.17 49388.10 47865.17
Profit / (Loss) before Tax 1777.75 2295.22 1776.64 2308.95
Profit after Tax 1777.75 2295.22 1776.64 2308.95
Re-measurement of Gains/Losses 41.49 (10.43) 41.49 (10.43)
Total Comprehensive Income 1819.24 2284.79 1818.13 2298.52

1. Dividend

In order to augment the operations due to outbreak of covid and frequent lockdown, the Board of Directors have decided to plough back the profits into the system and regret the inability to pay dividend.

2. Transfer to Reserve

During the year under review the Company has not transferred any amount to the General reserve.

3. Material Changes and Commitments, If Any Affecting the Financial Position of the Company

There are no Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on March 31,2023 to which the financial statements relates and the date of this report.

4. Change in the Nature of Business

During the year under review, there was no change in the nature of the business.

5. Performance

During the year under review, the Company has recorded revenue of 486.76 crores from its operations as compared to 471.52 crores for the previous year. The total revenue, including other income for the FY 2022-23 was 493.88 crores as compared to 478.65 crores for the previous year. The profit made by the Company for the FY 2022-23 was 18.19 Crores as compared to the profit of 22.84 crores for the previous year.

Tea:

The Tea harvested from own gardens during FY 2022-23 is at 10,688 MT (10404 MT in the FY 2021-22). Bought leaf operations in tea for FY 2022-23 is at 3488 MT (3553 MT in FY 2021-22). For the year ended March 31, 2023, the average price realized per kg of tea was 148.69 as against 135.49 realized during the Previous Year.

Rubber:

The Rubber harvested from own gardens stood at 6624 MT during FY 2022-23 and is higher than 5963 MT achieved during FY 2021-22. Bought operations in Rubber for the FY 2022-23 is at 5495 MT which is higher than the 4754 MT of FY 2021-22. For the year ended March 31, 2023, the average price realized per kg of rubber was 166.04 as against 197.97 realized during the previous year. 140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

6. Equity Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2023 was 1845.43 Lakhs. There was no change in the share capital during the year under review .The equity shares of the Company are listed in the BSE Limited and the National Stock Exchange of India Limited. The Company has not issued any securities during the year under review.

7. Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

8. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees, investments and security as per the provisions of Section 186 of the Companies Act, 2013 during the Financial Year ended March 31, 2023.

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is annexed to this Report (Annexure A).

10. Management Discussion and Analysis

Management Discussion and Analysis in terms of Regulation 34 of SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 forms a part of this Report and is annexed as Annexure ‘B to this Report. Key Financial Ratios for the financial year ended March 31, 2023, are provided in the Management Discussion and Analysis Report given in Annexure-B which is annexed hereto and forms a part of the Directors Report.

11. Corporate Governance

A separate Report on Corporate Governance (Annexure C) along with Additional Shareholder Information (Annexure D) as Prescribed under the Listing Regulations executed with the Stock Exchanges is annexed as a part of this Report along with the Practicing Company Secretarys Certificate.

12. Subsidiary Company

As at March 31, 2023 the Company has one wholly owned subsidiary company, Malayalam Plantations Limited and have been considered in the consolidation of financial statements. As per sub section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Companys subsidiary for the year ended March 31, 2023, is included as per the prescribed format in this Annual Report. The Annual Accounts of subsidiary is uploaded on the website of the Company at www.harrisonsmalayalam.com. The Annual Accounts of the subsidiary namely Malayalam Plantations Limited and the other related detailed information will be made available to any Member of the Company seeking such information at any point of time and is also posted on the website of company www.harrisonsmalayalam.com. The consolidated performance of the Company and its subsidiary has been referred to wherever required and salient features of subsidiary is annexed as annexure to the Annual Report in Form AOC-1.

The names of Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL) wholly owned subsidiaries have been struck off under section 248 of the Companies Act 2013 and hence only, Malayalam Plantations Limited have been considered in the consolidation of financial statements.

13. Consolidated Financial Statements

In accordance with Section 129(3) of the companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company including the financial details of all the subsidiary company namely Malayalam Plantations Limited, forms part of this Annual Report. The Consolidated Financial Statements have been prepared as prescribed under the Companies Act, 2013.

14. Directors and Key Managerial Personnel

As on March 31, 2023, Mr Venkitraman Anand, Mr. Cherian M George, Whole Time Directors, Mr. Ravi. A CFO and Mr.Binu Thomas Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company.

Mr. Venkitraman Anand (DIN:07446834) was appointed as Whole Time Director for a period commencing from October 1, 2021 to July 31, 2023 by way of a Special Resolution passed by the Shareholders of the Company at their Annual General Meeting held on September 29, 2021. Mr. Venkitraman Anand was reappointed as a Whole Time Director based on recommendation of Nomination and Remuneration Committee by the Board at its meeting held on May 26,2023 for the period commencing from August 1,2023 to July 31,2024. Necessary resolution is set out in Item 3 of the Notice for the approval of the members of the Company. Your Directors recommend his appointment as an Whole Time Director.

Mr. Noshir Naval Framjee (Din: 01646640 ) was appointed as a Non-Executive Independent Director by the Board of Directors of the Company vide circular resolution passed on March 31,2023 to hold office for the first term of five consecutive years with effect from March 31 2023 and his appointment was approved by the Shareholders of the Company vide the Special Resolution passed through postal ballot on May 19,2023 for a period of 5 years with effect from March 31,2023

Mr. JM Kothary (DIN: 00015254), who was re-appointed as an Independent Director for a second term of 5 consecutive years effective from October 1, 2019, had resigned as an Independent Director of the Company due to other commitments with effect from July 22, 2022. He had also confirmed that there was are no material reason except the one stated in his resignation letter. The Board of Directors placed on record its deep appreciation for the invaluable support and guidance received from Mr. JM Kothary during his tenure as an Independent Director of the Company. Other than him, none of the Independent Directors have resigned before the expiry of his / her tenure during the year under review. Mr. G Momen (DIN: 00402662), who was re-appointed as an Independent Director for a second term of 5 consecutive years effective from October 1, 2019, expired on January 29,2023. The Board of Directors placed on record its deep appreciation for the invaluable support and guidance received from Mr. G Momen during his tenure as an Independent Director of the Company

Mr. Rajat Bhargava (DIN:07752438) was appointed as an additional Director by the Board of Directors of the Company with effect from August 06, 2022 and his appointment was regularized as an Non Executive Director in the 45th Annual General Meeting held on September 28,2022.

Non-Executive Director Mr. Vinayaraghavan Corattiyil (DIN: 01053367) was re-designated as Non Executive Independent Director by the members of the Company at the forty fifth Annual General Meeting held on September 28,2022 for the term of five consecutive years with effect from August 06, 2022.

Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kaushik Roy (DIN 06513489), retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Necessary resolution is set out in Item 2 of the Notice for the approval of the members of the Company. Your Directors recommend his appointment.

Mr. P Rajagopalan (DIN: 02817068), was appointed as an Independent Director for a term of 5 consecutive years effective from February 13, 2019. His term will expire on February 12,2024. Mr. P Rajagopalan was reappointed by the based on recommendation of Nomination and Remuneration Committee by the Board at its meeting held on August 10,2023 for the period of 5 years commencing from February 13, 2024 as an Non Executive Independent Director subject to approval of shareholders In the opinion of the Board he possess requisite qualification, experience and expertise and highest standard of integrity. Necessary resolution is set out in Item 4 of the Notice for the approval of the members of the Company. Your directors recommend his appointment as an Independent Director.

The brief profile and other details of Directors proposed to be appointed is annexed as Annexure to the Notice of AGM.

Meetings of the Board of Directors

During the year under review 5 meetings of the Board of Directors were held. The company has complied with all the applicable Secretarial Standards. More details about the meetings of the Board and the composition of various committee(s) of the Board are given in the Report on Corporate Governance, forming part of this Report.

Statement regarding the opinion of the Board concerning integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

In the opinion of the Board, Mr. P Rajagopalan (DIN:02817068), Ms Rusha Mitra (DIN:08402204), Mr. Vinayaraghavan Corattiyil (DIN:- 01053367) Mr. Noshir Naval Framjee (DIN: : 01646640), are persons of integrity and have the relevant expertise and experience as required under the Nomination and Remuneration Policy of the Company. Such expertise and experience help in making informed decisions and guides the Board for the effective functioning of the Company.

Declaration by Independent Directors

The Independent Directors have submitted their declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI listing Regulation stating that they continue to meet the criteria of independence as provided in sub-section (6) of Section 149 including Rule 6 (3) of Companies Appointment of Directors and Qualification) Rules 2014 of the Companies act 2013 and Regulation 16 of the Listing Regulations. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. Further, the Independent Directors of the Company met once during the year to review the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. In the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

a. Policy on Remuneration to Directors, KMP and Senior Management Personnel

The Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is annexed as Annexure E to this report.

None of the Whole-Time Directors receive any remuneration or commission from any of its subsidiaries.

Non-Executive Independent Directors

The criteria of making payments to non-executive directors can be accessed on the website of the Company at http://www. harrisonsmalayalam.com

15. Auditors Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in its 45th Annual General Meeting appointed M/s Walker Chandiok & Co LLP Kochi, Chartered Accountants, (Firms Registration No. 001076N/ N500013) as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 45th Annual General Meeting (AGM) until the conclusion of the 50th Annual General Meeting to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company. The Report given by M/s. Walker Chandiok & Co LLR Kochi, Chartered Accountants,on the financial statement of the Company for the FY 2022-23 is part of the Annual Report. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act be disclosed under Section 134 (3) (ca) of the Act. , therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Internal Auditors

As prescribed under Section 138 of the Companies Act, 2013, the Board appointed M/s Suri & Co Chartered Accountants for carrying out internal audit of the Company for FY 2022-23. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have appointed M/s. Shome & Banerjee, Cost Accountants, 5A, Nurulla Doctor Lane, (West Range), 2nd Floor, Kolkata - 700 017 (Firm registration No.000001) as cost auditor of the company to conduct audit of the cost records for the FY 2023-24. The remuneration payable to the Cost Auditor is subject to ratification of members at the ensuing AGM and the same is included in 46th AGM Notice. The Company has made and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the Cost Audit Report for the financial year ended 31st March 2023 will be submitted with the Central Government in the prescribed form and manner within the due date stipulated under the Act.

Secretarial Audit

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SEP & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2022-23. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure ‘F. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act be disclosed under Section 134 (3) (ca) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation or adverse remark made by the Statutory or Secretarial Auditors in their Audit Reports. There were no frauds reported by the auditors under provisions of the Companies Act, 2013.

16. Significant and material Orders passed by the Regulators/Courts, if any:

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

17. Awards and Achievements

During the year under review, Harrisons Malayalam Ltd achieved notable recognition in various prestigious rankings and awards. Notably, Great Place to Work, a renowned global authority on workplace culture, positioned Harrisons Malayalam Ltd at the 26th spot in Indias Best Companies to Work in 2023. This assessment was carried out through a comprehensive study conducted by the Great Place to Work Institute in collaboration with the Economic Times. The companys commitment to fostering a positive work environment was further acknowledged by its placement among the Best Workplaces in the Agri Industry category. Additionally, Harrisons Malayalam Ltd secured a spot within the Top 50 Best Workplaces in India for its exceptional efforts in cultivating a culture of innovation in the year 2023. Mr. Cherian M George, Whole Time Director of the company, was recognised as one among Indias Most Trusted Leaders in 2023. This recognition was the result of a study conducted by the Great Managers Institute along with the Economic Times, highlighting his exceptional leadership qualities.

Harrisons Malayalam Limited (HML) has received the ‘National Award for Outstanding Industrial Relations from the All India Organization of Employers, an affiliated entity of FICCI, in recognition of its exceptional achievements in the realm of Industrial Relations. This esteemed accolade is bestowed upon companies that have demonstrated innovative strategies in cultivating harmonious industrial relations through a collaborative bipartite mechanism. HMLs notable accomplishments include the reduction of conflicts and loss of man-days, alongside the proactive promotion of employee welfare, developmental opportunities, and enhancements in productivity.

Moreover, the companys dedication to safety and excellence was exemplified by its reception of the Kerala State Safety Awards 2022-23 from the Department of Factories & Boilers, Government of Kerala. This award was conferred upon the Achoor Tea Factory located in Wayanad, reflecting the companys unwavering commitment to safety standards.

In addition to these achievements, Harrisons Malayalam Ltd garnered five Tea Golden Leaf India Awards 2022. This recognition further solidified the companys position as a leader in the tea industry.

Overall, the accolades and honors bestowed upon Harrisons Malayalam Ltd underscore its dedication to fostering a positive workplace culture, promoting innovation, ensuring safety, and achieving excellence across various aspects of its operations.

18. Directors Responsibility Statement

In terms of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(i) In the preparation of annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed, along with proper explanation relating to material departures if any;

(ii) we have selected such accounting policies and applied 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 as at March 31, 2023 and of the profit for the period from April 1, 2022 to March 31, 2023

(iii) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) we have prepared the annual accounts for the financial year ended March 31,2023 on a going concern basis;

(v) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. Industrial Relations

Plantation is highly labour intensive and your Company considers people as its biggest assets. The welfare and well-being of workers are monitored closely. Industrial relations remained cordial throughout the year

20. Internal Control Systems & their Adequacy

Notes on Internal financial control and its adequacy forms part of Management Discussion and Analysis Report.

21. Other Disclosure:

Extract of annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the website of the Company at the link :www.harrisonsmalayalam.com

One-time settlement with Banks or lending institutions, if any

During the year under review, the Company has not entered into any one-time settlement with Banks or lending institutions

Cases registered with NCLT under the provisions of insolvency and Bankruptcy Code, 2016, either by the Company or against the Company

During the year under review, no cases have been registered with NCLT under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or against the Company.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges, the Company has established a Whistle Blower Policy (Vigil Mechanism) to deal with instances of fraud and mismanagement if any. The policy has been uploaded on the Companys website https://www.harrisonsmalayalam.com under investors tab.

Corporate Social Responsibility

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy. However the company does not have any three year average profit and hence not required to incur any expenditure on Corporate Social Responsibility under the provisions of the Act. The members of the Committee are Mr. Noshir Naval Framjee, Mr. P Rajagopalan and Mr. C Vinayaraghavan. The details of CSR Committee is detailed in Corporate Governance Report. The CSR Policy can be accessed at the website of the Company at link https://www.harrisonsmalayalam. com under investors tab. The details of CSR activities voluntary undertaken is annexed to this report as ‘G

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 covering all employees of the Company. Internal complaints committee set up for the purpose have received 2 complaint for redressal during the year and there are no complaints which were required to be disposed off or pending as at the end of the financial year. Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints is detailed in corporate governance report.

Committees of the Board

Currently, the Board has five committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and the Risk Management Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report annexed to this Report There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

Secretarial Standards

The Institute of Company Secretaries of India has mandated compliance with the Secretarial Standards on board meetings and general meetings, as revised w.e.f. October 1, 2017. During the year under review, the Company has complied with the applicable Secretarial Standards.

Risk Management

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act 2013 and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. The Policy on Related Party Transactions duly approved by the Board of Directors of the Company is posted on the Companys website and may be accessed at the link: https://www.harrisonsmalayalam.com under investors tab.

Key Managerial Personnel and Employees

In terms of provisions of section 197(12) and rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees in terms of remuneration drawn forms part of this report. Pursuant to the second proviso to section 136(1) of the Act, the Annual Report excluding the said information is being sent to the members of the company. Any member interested in obtaining such information may send an email to binuthomas@harrisonsmalayalam.com.

Disclosure pertaining to remuneration and other details 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 marked as ‘Annexure H, which is annexed hereto and forms a part of the Boards Report.

Business Responsibility Reporting

Under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the requirement for the Business Responsibility Report (BRR) as part of the Directors Report is not applicable to the company. Therefore, the company is not obligated to provide disclosure related to the Business Responsibility Report

Acknowledgements

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, bankers, Government authorities and employees.

Your Directors are also grateful for your continued encouragement and support.

On behalf of the Board of Directors
Venkitraman Anand Cherian Manamel George
Place : Kochi Whole Time Director Whole Time Director
Date : August 10, 2023 (DIN:07446834) (DIN:07916123)