Directors Report of Harrisons Malayalam Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Forty-Eighth Annual Report together with the Audited Financial Statements of the
Company for the financial year ended March 31,2025.

Financial Highlights

'' in Lakhs

Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
	Standalone		Consolidated
Revenue from Operations	51,391.40	48812.08	51,391.40	48,812.08
Other Income	1,181.73	874.10	1,181.73	874.10
Total Income	52,573.13	49686.18	52,573.13	49,686.18
Profit / (Loss) before Tax	1,490.06	(729.32)	1,488.76	(730.30)
Profit after Tax	1,490.06	(729.32)	1,488.76	(730.30)
Re-measurement of Gains/Losses	(463.98)	(498.03)	(463.98	(498.03)
Total Comprehensive Income	1,026.08	(1227.35)	1,024.78	(1,228.33)

1. Dividend

In order to augment the operations and to enhance our infrastructure and operational capabilities, the Board of Directors
decided not to declare any dividend 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 that have occurred between
the close of the financial year ended 31st March, 2025 and the date of this Board''s 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 '' 513.91 crores from its operations as compared to
'' 488.12 crores for the previous year. The total revenue, including other income for the FY 2024-25 was '' 525.73 crores as
compared to '' 496.86 crores for the previous year. The profit made by the Company for the FY 2024- 25 was '' 10.26 Crores
as against a loss of '' 12.27 Crores for the previous year.

Tea:

The Tea harvested from own gardens during FY 2024-25 is at 9824 MT (12,421 MT in the FY 2023-24). Bought leaf operations
in tea for FY 2024-25 is at 2095 MT (3388 MT in FY 2023-24). For the year ended March 31, 2025, the average price realized
per kg of tea was '' 168.55 as against '' 140.10 realized during the Previous Year.

Rubber:

The Rubber harvested from own gardens stood at 4800 MT during FY 2024-25 and is lower than 5293 MT achieved during
FY 2023-24. Bought operations in Rubber for the FY 2024-25 is at 3062 MT which is lower than the 4578 MT of FY 2023¬
24. For the year ended March 31, 2025, the average price realized per kg of rubber was Rs 216.19 as against Rs 179.47
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, 2025 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
accordingly, the question of default in repayment of deposits or payment of interest thereon does not arise. As on March 31,
2025, there were no deposits lying unpaid or unclaimed.

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, 2025.

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, 2025 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 Secretary''s Certificate.

12 Subsidiary Company

As at March 31,2025 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 Company''s subsidiary for the year ended March 31, 2025, 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, 2025, Mr Santosh Kumar, Mr. Cherian M George, Whole Time Directors, Mr. Sajish George, CFO and Mr.Binu
Thomas Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company

Changes in Directors and Key Managerial Personnel

Mr. Venkitraman Anand was reappointed as a Whole Time Director based on recommendation of Nomination and Remuneration
Committee by the Board at it''s meeting held on May 26, 2023 for the period commencing from August 1,2023 to July31,2024.
His term as Whole-time Director completed on July 31,2024 and accordingly, he ceased to be a Director with effect from the
said date. Your Directors wish to place on record their appreciation for the invaluable services rendered by him during his
tenure as Whole-time Director of the Company.

The Board of Directors at its meeting held on August 1, 2024 have appointed Mr. Santosh Kumar as a Whole Time Director
based on recommendation of Nomination and Remuneration Committee for a period commencing from August 1, 2024 to
July 31, 2027 and his appointment was approved by the members at the annual general meeting held on September 25,
2024.

Based on recommendation of Nomination and Remuneration Committee the Board of Directors at its meeting held on August
1, 2024 had re-appointed Mr. Cherian M George, whose tenure expires on February 12, 2025, as Whole-time Director for
a further period commencing from February 13, 2025 to February 12, 2027 and his re-appointment was approved by the
members at the annual general meeting held on September 25, 2024.

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, he has offered 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 re-appointment.

The members, at the 44th Annual General Meeting held on September 29, 2021, had appointed Ms. Rusha Mitra as an
Independent Director of the Company for a first term of five consecutive years, from February 11, 2021 to February 10,
2026 pursuant to the provisions of the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Her first term will conclude on February 10, 2026.

After reviewing the performance of Ms. Rusha Mitra for her first term and considering her knowledge, acumen, expertise,
significant contributions, and dedicated time commitment, based on recommendation of Nomination and Remuneration
Committee the Board at its meeting held on August 08,2025 appointed her for a second term for a second term of five (5)
consecutive years commencing from February 11, 2026 to February 10, 2031 subject to approval of shareholders at the
ensuing Annual General Meeting. Necessary resolution is set out in Item 3 of the Notice for the approval of the members of
the Company. Your directors recommend her re-appointment.

The brief profile and other details of Directors proposed to be appointed/reappointed is annexed as Annexure to the Notice of
AGM. Further, the Board of Directors, at their meeting held on August 08, 2025, has elected and appointed Ms Rush Mitra as
Chairperson of the Company with effect from August 08, 2025 till October 1, 2025.

Meetings of the Board of Directors

During the year under review 7 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) and 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 (including proficiency) 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 and comments on their report, if any

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, (Firm''s 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 LLP, Kochi,
Chartered Accountants, on the financial statement of the Company for the Fy 2024-25 is part of the Annual Report.
The Auditor''s Report annexed to the financial statements for the year under review does not contain any qualifications,
reservations, or disclaimers. However, in respect of the observations made by the Statutory Auditors in their CARO
Report under Clauses i(c), ii(b), and vii(a) & (b), the Board of Directors wishes to state that the requisite explanations
and disclosures have been appropriately provided in Note Nos. 3, 14, 18 and 33 of the financial statements. With
regard to the requirement relating to audit trail, the necessary explanation is furnished in Note No. 47 of the financial
statements. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act to
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 2024-25. 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, (Firm registration No.000001) as cost auditor of the company to conduct audit of the cost records for
the FY 2025-26. The remuneration payable to the Cost Auditor is subject to ratification of members at the ensuing AGM and
the same is included in 48th 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 2025 will be submitted with the Central Government in the prescribed form and manner within the due
date stipulated under the Act.

Secretarial Auditors and comments on their report, if any

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 2024-25. The Secretarial Audit Report in Form MR-3 is annexed to this report
as Annexure ‘F''. The Secretarial Audit Report annexed to the directors report for the year under review does not contain any
qualifications, reservations, adverse remarks. The Secretarial Auditor has observed that certain intimations were submitted to
the stock exchanges with a delay. The Directors have responded that necessary actions have been implemented to prevent any
such delays in the future. 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.

In accordance with amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, based on the
recommendation of the Audit Committee, at their meeting held on August 08, 2025 have appointed M/s. SEP & Associates,
Practising Company Secretaries, Kochi, who are holding a valid Peer Review Certificate issued by The Institute of Company
Secretaries of India, as the Secretarial Auditors of the Company to hold such office for a term of five consecutive years
commencing from financial year 2025-2026 until 2029-2030 subject to the approval of the members at the ensuing Annual
General Meeting (“AGM”). Necessary resolution for their appointment along with their profile/ other requisite details are
included in the Notice of the ensuing Annual General Meeting for the approval of the members of the Company. The Board of
Directors recommends their appointment.

M/s. SEP & Associates has given their consent and confirmed their eligibility for appointment as Secretarial Auditors of the
Company. Further, the Secretarial Auditors has confirmed that they hold a valid Peer Review Certificate issued by the Institute
of Company Secretaries of India.

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.

16. Awards and Achievements

During the year under review, Harrisons Malayalam Ltd. received significant recognition in several prestigious rankings and
awards:

Great Place to Work Recognition: Harrisons Malayalam Ltd. was ranked 21st in India''s Best Companies to Work For 2025 by
the Great Place to Work Institute, in collaboration with The Economic Times. The company was also recognized among the
Best Workplaces in the Agri Industry, underscoring its commitment to employee well-being.

Innovation Award: In 2025, the company was named among India''s Top 50 Best Workplaces for Innovation, reflecting its
efforts to foster a culture of creativity and progress.

Industrial Excellence: Harrisons Malayalam Ltd.''s Achoor Factory was honored with the Kerala State Industrial Award 2024—
25, marking the third consecutive year that the Achoor Estate has received this distinction. The Company also received a
Certificate of Recognition for Outstanding Employee Relations 2023-24 from the Employers Federation of Southern India.
In addition, Harrisons Malayalam Ltd. won the prestigious Golden Leaf India Award (TGLIA) for its Lockhart Tea Factory at
the Southern Tea Competition—an award jointly organized by the Tea Board of India and the United Planters'' Association of
Southern India (UPASI), recognizing the finest quality South Indian teas.

These accolades collectively reaffirm Harrisons Malayalam Ltd.''s dedication to nurturing a positive workplace culture and
sustaining excellence across its operations.

17. 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, 2025, 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 31,2025 and
of the profit for the period from April 1,2024 to March 31,2025

(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, 2025 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.

18. 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.

19. Internal Control Systems & their Adequacy

Notes on Internal financial control and its adequacy forms part of Management Discussion and Analysis Report. The Directors
also confirm that the Internal Financial Control systems are adequate with respect to the operations of the Company. The
report of Auditors pursuant to Section 143(3) (i) of the Act certifying the adequacy of Internal Financial Control is annexed
with the Auditors Report.

20. 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 31,2025 is available on the
website of the Company at www.harrisonsmalayalam.com

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

The Company has not issued shares (including sweat equity shares) to employees under any scheme.

There was no revision in the financial statements.

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 are no applications filed for corporate insolvency resolution
process, or any proceedings, pending under the Insolvency and Bankruptcy Code, 2016 as at the end of financial year March
31,2025.

There was no instance of one-time settlement with any Bank or Financial Institution.

There were no instances of corporate actions like buy back of securities, payment of dividend declared, mergers and de¬
mergers, delisting etc.

The Company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

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. No personnel have been denied access
to the Chairman of the Audit Committee, for making complaint on any Integrity issue. The policy has been uploaded on the
Company''s website at https://harrisonsmalayalam.com/investors/corporate-governance/code-policies/ under investors tab.

Corporate Social Responsibility

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a CorporateSocial
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://harrisonsmalayalam.
com/investors/corporate-governance/code-policies/malayalam. com under investors tab. The details of activities benefiting
employees and general public in the vicinity of estates 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 one 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. The 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 ReportThere
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. The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company
has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of
Directors (SS-1) and General Meetings (SS-2).

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 arm''s 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 Company''s website and may be accessed at the link: https://harrisonsmalavalam.com/investors/corporate-governance/
code-policies/ 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 formspart
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
[e-mail].

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)
ofthe Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is marked as ‘Annexure H'', which is
annexed hereto and forms a part of the Board''s 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 theCompany
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
Santosh Kumar Cherian Manamel George

Place : Kochi Whole Time Director Whole Time Director

Date : August 08,2025 (DIN: 08167332) (DIN:07916123)

---

Mar 31, 2024

Your Directors have pleasure in presenting the Forty-Seventh Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31,2024.

Financial Highlights

'' in Lakhs
Particulars	31.03.2024	31.03.2023	31.03.2024	31.03.2023
	Standalone		Consolidated
Revenue from Operations	48812.08	48676.59	48812.08	48676.59
Other Income	874.10	711.51	874.10	711.51
Total Income	49686.18	49388.10	49686.18	49388.10
Profit / (Loss) before Ta>	(729.32)	1777.75	(730.30)	1776.64
Profit after Tax	(729.32)	1777.75	(730.30)	1776.64
Re-measurement of Gains/Losses	(498.03)	41.49	(498.03)	41.49
Total Comprehensive Income	(1227.35)	1819.24	(1228.33)	1818.13

1. Dividend

In order to augment the operations and to enhance our infrastructure and operational capabilities, the Board of Directors decided not to declare any dividend 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

It is with deep regret that we report a devastating landslide that occurred at our Sentinel Rock Estate in Wayanad on July 30, 2024. This tragic event claimed the lives of over 400 individuals, including 41 of our employees, were missing/expired and severely impacted the communities of Mundakkai and Chooralmala. Furthermore, approximately 10 hectares of our tea estate were destroyed due to this natural calamity, resulting in a production loss of 230 tonnes of tea.

Our foremost priority at this time is the safety and well-being of our employees. We are undertaking all necessary actions to ensure their protection and provide immediate relief and support. The full extent of the damage to our infrastructure is currently under assessment, with initial reports suggesting both minor and major damage to several buildings. We are collaborating closely with District and State authorities, as well as subject matter experts, to manage the situation and restore normalcy at the earliest opportunity. Additionally, the affected buildings are insured, and the insurance company has been duly notified.

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 '' 488.12 crores from its operations as compared to '' 486.76 crores for the previous year. The total revenue, including other income for the FY 2023-24 was '' 496.86 crores as compared to '' 493.88 crores for the previous year. The loss made by the Company for the FY 2023-24 was '' 12.27 Crores as compared to the profit of '' 18.19 crores for the previous year.

Tea:

The Tea harvested from own gardens during FY 2023-24 is at 12,421 MT (10,688 MT in the FY 2022-23). Bought leaf operations in tea for FY 2023-24 is at 3388 MT (3488 MT in FY 2022-23). For the year ended March 31, 2024, the average price realized per kg of tea was '' 140.10 as against '' 148.69 realized during the Previous Year.

Rubber:

The Rubber harvested from own gardens stood at 5293 MT during FY 2023-24 and is lower than 6624 MT achieved during FY 2022-23. Bought operations in Rubber for the FY 2022-23 is at 4578 MT which is lower than the 5495 MT of FY 2022-23. For the year ended March 31,2024, the average price realized per kg of rubber was Rs 179.47 as against Rs 166.04 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, 2024 was Rs 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, 2024.

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, 2024 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 Secretary''s Certificate.

12. Subsidiary Company

As at March 31, 2024 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 Company''s subsidiary for the year ended March 31, 2024, 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, 2024, Mr Venkitraman Anand, Mr. Cherian M George, Whole Time Directors, Mr. Sajish George, CFO and Mr.Binu Thomas Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company.

Mr. Venkitraman Anand was reappointed as a Whole Time Director based on recommendation of Nomination and Remuneration Committee by the Board at it''s meeting held on May 26, 2023 for the period commencing from August 1, 2023 to July 31,2024. His term ceased on July 31,2024 as a Whole Time Director of Company.

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

Consequent to retirement of Mr. Ravi A CFO of the Company Mr Sajish George was appointed as CFO of the Company with effect from October 1,2023.

Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajat Bhargava (DIN:07752438)), 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.

The Board of Directors at its meeting held on August 1, 2024 have appointed Mr. Santosh Kumar as a Whole Time Director based on recommendation of Nomination and Remuneration Committee, for a period commencing from August 1, 2024 to July 31,2027 subject to approval by shareholders. Necessary resolution is set out in Item 3 & 4 of the Notice for the approval of the members of the Company. Your Directors recommend his appointment.

The Board of Directors at its meeting held on August 12, 2021 have reappointed Mr.Cherian Manamel George based on recommendation of Nomination and Remuneration Committee for a further period of 3 years commencing from February 13, 2022 till February 12, 2025 subject to approval of shareholders.His term is expiring on February 12, 2025. The Board of Directors at its meeting held on August 1, 2024 have reappointed Mr. Cherian M George based on recommendation of Nomination and Remuneration Committee, for a period commencing from February 13, 2025 to February 12, 2027 subject to approval by shareholders. . 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.

The brief profile and other details of Directors proposed to be appointed/reappointed 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, (Firm''s 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 LLFJ Kochi, Chartered Accountants, on the financial statement of the Company for the FY 2023-24is part of the Annual Report. The Auditor''s Report annexed to the financial statements for the year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers. However, under other legal and regulatory requirements, the auditor has made the following observations: The accounting software used for the maintenance of property, plant, equipment, and worker wage records of the Company lacks an audit trail (edit log) feature. The quarterly statements furnished to the bank regarding the working capital limits are generally in agreement with the books, except for a few instances. The Directors has furnished the following replies to the observations made by the auditors. The company in the process of evaluating and upgrading our software systems to incorporate the audit trail feature at the database level, especially, the edit log functionality . The differences in quarterly statements furnished to the bank were due to the methodology adopted for the valuation of biological assets. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act to 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 2023-24. 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, (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 47th 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 2024 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 2023-24. The Secretarial Audit Report in Form mR-3 is annexed to this report as Annexure ‘F''. The Secretarial Audit Report annexed to the directors report for the year under review does not contain any qualifications, reservations, adverse remarks. The Secretarial Auditor has observed that certain intimations were submitted to the stock exchanges with a delay. The Directors have responded that necessary actions have been implemented to prevent any such delays in the future. 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.

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.

16. Awards and Achievements

During the year under review, Harrisons Malayalam Ltd earned distinguished recognition through an array of prestigious rankings and awards. Most notably, Great Place to Work, a globally esteemed authority on workplace culture, positioned Harrisons Malayalam Ltd at 34^th position in the Best Companies to Work For in 2024. This accolade highlights our unwavering commitment to cultivating a supportive and inclusive work environment. Our relentless focus on employee well-being,

professional development, and nurturing a positive workplace culture has firmly established us as a preferred employer. This recognition was the result of an extensive study conducted by the Great Place to Work Institute in collaboration with the Economic Times.

Further, our company was distinguished in the Top 50 Best Workplaces for Millennials 2024. This accolade underscores our success in creating a work environment that resonates deeply with the values and aspirations of the millennial generation. Through fostering a dynamic, flexible, and purpose-driven workplace, we have attracted and retained top millennial talent. Harrisons Malayalam Ltd was ranked as one of India''s Best Workplace in agriculture, forestry and fishing

Additionally, Harrisons Malayalam Ltd was recognized among Top 50''s India''s Best Workplaces for Building a Culture of Innovation by All 2024, reflecting our steadfast dedication to nurturing innovation at every level of the organization. We believe that every employee is a vital contributor to our innovative spirit, and this recognition affirms our efforts to cultivate an environment where creativity and fresh ideas flourish.

In a testament to exceptional leadership, Mr. Cherian M George, Whole Time Director of the company, was honored as one of India''s Most Trusted Leaders in 2024. This recognition, derived from a study conducted by the Great Managers Institute in partnership with the Economic Times, highlights his exemplary leadership qualities.

In addition to these accolades, Harrisons Malayalam Ltd garnered two Tea Golden Leaf India Awards for its Lockhart Estate, further solidifying our standing as a leader in the tea industry. Collectively, these honours reflect Harrisons Malayalam''s unwavering dedication to fostering a positive workplace culture, promoting innovation, ensuring safety, and achieving excellence across all aspects of our operations.

17. 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 31,2024, 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, 2024 and of the loss for the period from April 1, 2023 to March 31, 2024

(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 31,2024 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.

18. 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.

19. Internal Control Systems & their Adequacy

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

20. 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 31,2024 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 Company''s 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 activities benefiting employees and general public in the vicinity of estates 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 one 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. The 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 arm''s 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 Company''s 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 [e-mail].

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 Board''s 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.

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Mar 31, 2023

The 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

Rs. 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 Secretary''s 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 Company''s 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 it''s 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 it''s 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, (Firm''s 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 India''s 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 company''s 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 India''s 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 company''s 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 company''s 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 company''s 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 Company''s 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 arm''s 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 Company''s 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 [e-mail].

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 Board''s 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.

x Rs. 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 Secretary''s 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 Company''s 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 it''s 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 it''s 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, (Firm''s 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 India''s 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 company''s 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 India''s 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 company''s 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 company''s 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 company''s 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 Company''s 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 arm''s 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 Company''s 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 [e-mail].

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 Board''s 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.

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Mar 31, 2018

The Directors are pleased to present their 41st Annual Report together with the Audited Financial Statements, Directors Report and Annexures for the year ended March 31, 2018

1. Financial Highlights Rs. in Lacs

Particulars	31.03.2018	31.03.2017	31.03.2018	31.03.2017
	Standalone		Consolidated
Revenue from Operations	38331.36	36664.02	38,331.36	36,664.02
Other Income	872.65	538.41	873.03	538.62
Total Income	39204.01	37202.43	39,204.39	37,202.64
Profit before tax from continuing operations	445.06	444.87	444.77	444.51
Loss from discontinued operations		(35.55)		(35.55)
Profit for the year	445.06	409.32	444.77	408.96
Re-measurement of Gains/Losses	(312.00)	(360.27)	(312.00)	(360.27)
Total Comprehensive Income	133.06	49.05	132.77	48.69
General Reserve	-	-	-	-
Proposed Dividend	-	-	-	-
Dividend Tax	-	-	-	-
Balance carried forward	133.06	49.05	132.77	48.69

Note:

Previous year figures have been re-stated to confirm to Ind AS requirements. Notes to the financial statement provides further explanation on the transition to Ind AS

2. Dividend

The Board of Directors has not recommended dividend for the year ended March 31, 2018.

3. Transfer to Reserve

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

4. 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, 2018 to which the financial statements relates and the date of signing of this report.

5. Change in the Nature of Business

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

6. Performance

During the year under review, the Company has recorded a revenue of Rs. 383.31 crore from its operations as compared to 366.64 crore for the previous year. The total revenue, including other income for the financial year 2017-18 was Rs.392.04 crore as compared to Rs.372.02 crore for the previous year. The profit made by the Company for the financial year 2017-18 was '' 4.45 crore as compared to the profit of Rs.4.09 crore for the previous year.

Tea:

The Tea harvested from own gardens during Financial Year 2017-18 is at 11,054 MT (10,028 MT in the Financial Year 201617). Bought leaf operations in tea for Financial Year 2017-18 is at 4741 MT (3880 MT in Financial Year 2016-17). Together with the Bought Operations, the total production was 15,795 MT as compared to the total production of 13908 MT in the Financial Year 2016-17. For the year ended March 31, 2018, the average price realized per kg of tea was Rs.122.09 as against Rs.123.01 realized during the Previous Year. Tea exported was 4051 MT as against 4169 MT exported last year.

Rubber:

The Rubber harvested from own gardens stood at 5815 MT during Financial Year 2017-18 and is lower than 6046 MT achieved during Financial Year 2016-17. Bought operations in Rubber for the financial Year 2017-18 is at 6184 MT which is lower than the 6881 MT of Financial Year 2016-17. For the year ended March 2018, the average price realized per kg of rubber was Rs.142.69 as against Rs.142.26 realized during the previous year. Felling of rubber trees could not be carried out due to the ban order issued by the Special Officer appointed by the Government of Kerala.

140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

7. LEGAL UPDATES

Kerala Land Conservancy Act: W.P(C) No.33122 of 2014 and connected cases

Pursuant to the Reference Order passed by a Single Bench in the above Writ Petition, the matter was listed before a Division Bench of the High Court of Kerala.

The Land Conservancy cases were finally heard by a Division Bench of the High Court on 30.01.2018 and continuously for 10 days. Senior Counsel from Supreme Court of India along with Menon & Pai, Advocates, Ernakulam addressed arguments on behalf of HML. The Government was represented by a Senior Counsel of Supreme Court. Counsels for the Public Interest Litigants were also heard by the Division Bench.

After detailed arguments, the Division Bench delivered a common judgment in the matter on 11.04.2018. Along with the main Writ Petitions filed by hMl and its assignees, the High Court also considered the conservancy proceedings initiated against Koney Estate in 2013 by the Additional Tahsildar, the notice issued for inspection of Waynad Estates and also the Public Interest Cases seeking CBI enquiry into the affairs of HML.

In its 200 page judgment, the High Court allowed the Writ petitions filed by HML and its assignees. The Order passed by the Special Officer under the Kerala Land Conservancy Act (KLC Act) to resume the Company''s lands was set aside, holding the same as without jurisdiction. The Court also allowed HMLs Writ Petitions challenging the proceedings against Koney and Waynad Estates. The Public Interest Cases also were dismissed by the High Court holding that the Special Officer has gone beyond the ambit of powers and authority conferred on him under the KLC Act.

The major findings are as detailed below:

- Maintainability of HMLs Writ Petition: HMLs Writ Petition is maintainable - Rejected Government''s contention that the Writ Petition is not maintainable as HML has not availed the alternative remedies of Appeal/Revision to the Government and filing a Civil Suit, as provided under the KLC Act.

- Kerala Land Conservancy Act (KLC Act), 1957: HML lands are not Government lands falling within the definition of “Property of the Government” under the KLC Act. Rejected the Special Officer''s inference that HML lands are Government lands illegally held. Company has produced title deeds and land tax receipts for its lands - any dispute on title to a land could be adjudicated only by a Civil Court. Special Officer has no jurisdiction to adjudicate on HML lands and his actions are therefore legally unsustainable.

- Kerala Land Reforms Act (KLR Act), 1963: Special Officer''s inference and the observations in the Single Judge''s Reference Order expressing doubts on foreign companies falling under the purview of the KLR Act and being entitled to the benefits of the kLr Act are wrong and legally unsustainable. “Person” defined under the KLR Act includes a Company - a foreign company also. HML and its predecessors are therefore entitled to the benefits under the KLR Act. Observations/findings to the contrary were rejected.

- Indian Independence Act, 1947: No violation of the Indian Independence Act as alleged. There is no restriction for foreign companies having properties in India after 1947. Title deeds of lands are not political “treaties and agreements” covered by the Act.

- Foreign Exchange Regulation Act, 1973 (FERA): No violation of FERA as alleged - required RBI approvals were obtained by HML and its predecessors as and when needed.

- Special Officer not competent to adjudicate Indian Independence Act & FERA: The Special Officer is not competent to adjudicate provisions of the Indian Independence Act or FERA anyway.

HML has lodged a Caveat Application in the Supreme Court of India so that HML will be notified on listing of Appeal, if any, preferred by the State Government. As directed by the Division Bench in the application filed by HML, Vigilance Department has returned the original of Document No.1600/1923 to the Registrar General of the High Court. The High Court has directed not to release the document without the permission of the High Court.

8. Equity Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2018 was Rs.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 Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

9. 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.

10. 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, 2018.

11. 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).

12. 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 Secretary''s Certificate.

13. Subsidiary Companies

As at March 31, 2018 the Company has two wholly owned subsidiary companies, namely Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL) 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 Company''s subsidiaries for the year ended March 31, 2018, is included as per the prescribed format in this Annual Report. The Annual Accounts of these subsidiaries are uploaded on the website of the Company at www.harrisonsmalayalam.com. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member at the Registered Office of the Company.

14. 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 companies of the Company, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

15. Directors and Key Managerial Personnel

Also on March 31, 2018 Mr N. Dharmaraj, Whole Time Director, Mr. Ravi. A CFO (SBU-A), Mr G Satish Pillai, CFO (SBU-B), Mr V. Venugopal, Manager of the Company and Mr Binu Thomas Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company.

Changes in Key Managerial Personnel

During the year under review Mr. N. Dharmaraj was re-appointed as a Whole-time Director in the last Annual General Meeting held on 3rd August 2017 to hold office from October 1, 2017, to September 30, 2018. Mr. BInu Thomas was appointed in place of Mr. Jose George w.e.f. June 1, 2017.

Directors

Mr. N. Dharmaraj was reappointed as a Whole-time Director in the last Annual General Meeting held on 3rd August 2017 to hold office from October 1, 2017, to September 30, 2018.

During the year under review Mr. Kaushik Roy (DIN: 06513489) who was liable to retire by rotation was reappointed, in the last Annual General Meeting.

In accordance with the provisions of Companies Act 2013, Memorandum and article 105 of the Articles of Association of the Company. Mr. P Rajagopalan, Non-executive Non Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Under sub-regulation (1A) of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which would be effective from April 01, 2019, it is required to avail approval of Members by way of Special Resolution to appoint or continue the directorship of Non-Executive Directors who have attained the age of seventy five years. In compliance with the same approval of members is sought vide special resolution for continuation of Directorship of Mr Golam Momen and Mr JM Kothary Non-Executive independent Directors, who are more than 75 years old.

In compliance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, brief resume of the Directors proposed to be re-appointed is attached along with the Notice to the ensuing Annual General Meeting.

The Board recommends the reappointment of Mr. P Rajagopalan and continuation of Directorship of Mr Golam Momen and Mr JM Kothary

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

Meetings of the Board of Directors

During the year under review 6 meetings of the Board of Directors were held. The company has complied with all the applicable Secretarial Standards (SS-1).

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 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149. The details of familiarization programmes imparted to independent directors can be accessed at the website of the company at www.harrisonsmalayalm.com

a. 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.

b. 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.

16. Auditors

Statutory Auditors

Walker Chandiok & Co LLPKochi, Chartered Accountants, Chartered Accountants (Firm''s Registration No. 001076N/ N500013) were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the fortieth Annual General Meeting until the conclusion of the forty fifth Annual General Meeting. The said appointment of the Statutory Auditors was required to be ratified at every Annual General Meeting. However, pursuant to the amendment in the proviso to Section 139 which has been made effective on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been omitted. In view of such omission of proviso, permission of shareholders are sought to continue their appointment without ratification till the completion of their term.

Cost Audit

Maintenance ofcost records as requiredby provisions of Companies Act 2013 ismaintainedby Company. M/s. Shome &Banerjee, Cost Accountants, 5A, Nurulla Doctor Lane, (West Range), 2nd Floor, Kolkata - 700 017 (Firm registration No.000001) were appointed as cost auditor of the company to conduct audit of the cost records for the FY 2017-18. Cost Audit Report and the Compliance Report for the year ended March 31, 2017 were filed with the Central Government within the due date.

Secretarial Audit

In terms of the provisions of Section 204 of the Act and Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SVJS & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure ‘F''.

Explanation and Comments on Auditor’s and Secretarial Audit Report

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in the Auditors'' Report. In response to observations made by secretarial auditor in their report our response are stated below:

For the Board Meeting held on 29.05.2017 Trading Window communication to stock exchange gave the date of opening of trading window as 30th May 2017 instead of 31st May 2017 -We wish to inform that it was an in advertent error in the date due to oversight it went unnoticed.

Company has not filed Form IEPF 4 for the year 2009-10- We wish to inform that the company was not able to file IEPF form pertaining to 2009-2010 due to technical issues in receiving data from the depository, we will file it in due course.

During the period under review, the suggestions put forth by the Audit Committed were duly considered and accepted by the Board of Directors, There were no instances of non-acceptance of such recommendations

17. 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.

18. Awards and Achievements

During the year under review, the Company was recognized as a “Great Place to Work - Certified'' by the Great Place to Work Organisation. HML''s Wentworth, Lockhart estates have won 3 awards each and Pattumallay estate have won 2 awards in the presigious TGLIA (TEA GOLDEN LEAF INDIA AWARDS).

19. 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.

20. 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, 2018, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

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 at March 31, 2018 and of the profit for the period from April 1, 2017 to March 31, 2018;

iii. The Directors had 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. The Directors had prepared the annual accounts for the financial year ended March 31, 2018 on a going concern basis;

v. Directors 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. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. Industrial Relations

Plantation is highly labour intensive and your Company considers people as its biggest assets.During the year under review, the Company was recognised as a “Great Place to Work - Certified'' by the Great Place to Work Organisation. A section on the Company''s Human Resource Initiatives is a part of the Management Discussion & Analysis forming part of this report

22. Internal Control Systems & their Adequacy

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

23. Other Disclosure:

Extract of annual return is attached as annexure ‘G’ to this report.

Disclosure of the details of employees in compliance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘H'' to this report.

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) for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The policy has been uploaded on the Company''s website www.harrisonsmalayalam.com

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. Golam Momen, Mr. Sachin Nandgaonkar, Mr. P Rajagopalan and Mr. N Dharmaraj. 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 http://www.harrisonsmalayalam. com

Anti-Sexual Harassment Policy

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 did not receive any complaint for redressal during the 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

Audit Committee

Audit Committee consists of Mr. Haigreve Khaitan, Mr. Golam Momen, Mr. J.M. Kothary, Mr. Sachin Nandgaonkar and Ms. Surbhi Singhi. Mr. Haigreve Khaitan, Independent Director, is the Chairman of the Committee. All members of the Audit Committee have accounting and financial management expertise. There has been no instance of non-acceptance of Audit Committee recommendation.

Risk Management

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

Details regarding related party transaction are detailed in notes to financial statements

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

Sachin Nandgaonkar Kaushik Roy

May 25, 2018 (DIN- 03410739) (DIN- 06513489)

Mumbai Director Director

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Mar 31, 2017

The Directors are pleased to present their 40^th Annual Report together with the Audited Financial Statements, Directors Report and Annexure for the year ended 31^st March 2017

1. Financial Highlights Rs. in Lacs

Year ended	Standalone		Consolidated
	31.03.2017	31.03.2016	31.03.2017	31.03.2016
Revenue from Operations	36,664.02	28,485.55	36,664.02	28,485.55
Other Income	538.41	316.06	538.41	316.06
Income from discontinued operations	-	58.28	-	(58.28)
Total Income	37,202.43	28859.89	37202.43	28859.89
Profit / (Loss) before Tax	(521.56)	(4,568.24)	(486.01)	(4,566.79)
Profit / (Loss) after Tax	(521.56)	(4,568.24)	(521.56)	(4,566.79)
Surplus brought forward from previous year	1,307.95	5,876.19	1,307.95	5,874.74
Profit available for appropriation	786.39	1,307.95	786.39	1,307.95
Appropriations
General Reserve	-	-	-	-
Proposed Dividend	-	-	-	-
Dividend Tax	-	-	-	-
Balance carried forward	786.39	1,307.95	1,307.95	1,307.95

2. Dividend

The Board of Directors has not recommended dividend for the year ended March 31, 2017 in view of the losses incurred by the Company.

3. Transfer to Reserve

No amount was transferred to reserves.

4. 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 31^st March, 2017 to which the financial statements relate and the date of this report

5. Change in the Nature of Business

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

6. Performance

During the year under review, the Company has recorded a revenue of Rs.366.64 crore from its operations as compared to Rs.284.85 crore for the previous year. The total revenue, including other income and income from discontinued operations, for the financial year 2016-17 was Rs.372.02 crore compared to Rs.288.6 crore for the previous year. The loss incurred by the Company for the financial year 2016-17was Rs.5.22 crore as compared to the loss of Rs.45.68 crore for the previous year.

Tea:

The Tea harvested from own gardens during Financial Year 2016-17 is at 10028 MT (9620 MT in the Financial Year 2015-16). Bought leaf operations in tea for Financial Year 2016-17 is at 3880 MT (3838 MT in Financial Year 2015-16). Together with the Bought Operations, the total production was 13908 MT as compared to the total production of 13458 MT in the Financial Year 2015-16. For the year ended March 2017, the average price realized per kg of tea was Rs.123.01 as against Rs.107.05 realized during the Previous Year. Tea exported was 4169 MT as against 3794 MT exported last year.

Rubber:

The Rubber harvested from own gardens stood at 6046 MT during Financial Year 2016-17 and is higher than 4666 MT achieved during Financial Year 2015-16. Bought operations in Rubber for Financial Year 2016-17 at 6881 MT which is higher than the 4184 MT of Financial Year 2015-16 by 64%. For the year ended March 2017, the average price realized per kg of rubber was Rs.142.26 as against Rs.136.66 realized during the previous year. Income from Rubber Tree felling for the season 2015-16 could not be accounted as felling of rubber trees could not be carried out due to the ban order issued by the Special Officer appointed by the Government of Kerala.

140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

Update on HML Land Matters

The writ petition filed by the Company against the proceedings of the Special Officer and Collector appointed by the Government to resume the properties of the Company under the Kerala Land Conservancy Act is pending before a Division Bench of the Hon''ble High Court of Kerala. The order of status quo passed by the Hon''ble High Court is still in force. We would like to reiterate to all our stakeholders that the Company legitimately holds all its lands with valid title deeds and the required approvals. The Company and its predecessors have been in absolute possession and enjoyment of these lands for over 100 years. All these lands were subjected to payment of Land Tax and would never fall under the Kerala Land Conservancy Act, which in any case excludes registered land holders and tax paid lands from the definition therein of “Property of the Government”.

The restraints imposed by the Special Officer on company''s normal agricultural operations including orders banning the felling of rubber trees in estates has seriously affected the replanting activities and also the income generated through these operations. The issues are now pending consideration before a Division Bench of the High Court of Kerala.

We wish to reiterate and assure that all operations of your Company are within the framework of law and that all its lands are supported by valid title deeds. The Company is confident that it will be able to successfully establish its credentials and legitimacy of its operations in the Court of law.

7. Listing

The equity shares of the Company are listed in the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

8. Deposits

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013.

9. Particulars of Loans, Guarantees or Investments

In terms of the provisions of Section 186(11) and Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of loans given, investments made or guarantees given or securities provided and purpose thereof, is not applicable to the Company.

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

Information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given in Annexure, forming a part of this Report. (Annexure A)

11. Corporate Governance

A report on Management Discussion and Analysis is attached here with (Annexure B). 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 Secretary''s Certificate.

12. Subsidiary Companies

As at March 31, 2017 the Company has two wholly owned subsidiary companies, namely Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL). As EPL and HPL were incorporated specifically to facilitate the Composite Scheme of Arrangement and Amalgamation, the investments held by the Company in these companies are treated as current investments, and hence have not 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 Company''s subsidiaries for the year ended for the year ended March 31, 2017, is included as per the prescribed format in this Annual Report. The Annual Accounts of these subsidiaries are uploaded on the website of the Company. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member at the Registered Office of the Company.

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 companies of the Company, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

14. Directors and Key Managerial Personnel

Mr N.Dharmaraj, Whole Time Director, Mr. Ravi. A CFO (SBU-A), Mr G Satish Pillai, CFO (SBU-B) and Mr Binu Thomas Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company.

Changes in Key Managerial Personnel

During the year under review Mr. K. N. Mathew working as CFO (SBU-A) of the Company retired on April 15^th, 2016 and in his place Mr. Ravi A. was appointed as the Chief Financial Officer of the Company (SBU-A)with effect from 8^th April 2016.

Mr. Satish Pillai was appointed as the Chief Financial Officer of the Company (SBU-B) with effect from November 10, 2016, consequent to retirement of Mr. PA. Krishnamoorthy from the post of CFO.

Mr. Binu Thomas was appointed as the Company Secretary and Compliance Officer of the Company with effect from June 1, 2017 consequent to resignation of Mr. Jose George from the post of Company Secretary.

Directors

In accordance with the provisions of Companies Act, 2013, Memorandum and article 105 of the Articles of Association of the Company, Mr. Kaushik Roy, Non-executive Non Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Mr. N. Dharmaraj was reappointed as a Whole-time Director in the last Annual General Meeting to hold office from October 1,2016, to September 30, 2017. He is proposed to be reappointed as the Whole-time Director to hold office from October 1, 2017, to September 30, 2018, at the ensuing Annual General Meeting

Brief particulars of Mr. Kaushik Roy and Mr N. Dharmaraj, his expertise in various functional areas are given in the Notice convening the Annual General Meeting. The Board of Directors recommends the re-appointment of Mr. Kaushik Roy as mentioned above

In compliance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, brief resume of the Director proposed to be re-appointed is attached along with the Notice to the ensuing Annual General Meeting.

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

Six meetings of the Board of Directors were held during the year.

14.1 Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013, the Independent Directors of the Company viz. Mr. Haigreve Khaitan (DIN- 00005290), Mr. G. Momen (DIN- 00402662), Mr. J. M. Kothary (DIN- 00015254) and Ms. Surbhi Singhi (DIN- 03275338) have given declaration to the Company that they qualify the criteria of independence as required under the Act. The details of familiarization programmes imparted to independent directors can be accessed at the website of the company at www.harrisonsmalayalm.com

14.2 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.

14.3 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.

15. Auditors

The present Auditor M/s Price Waterhouse, Chartered Accountants, were appointed as Statutory Auditors to hold office from the conclusion of the Thirty-SixthAnnual General Meeting held on September 26, 2014 till the conclusion of the ensuing (Fortieth) Annual General Meeting to be held in 2017. As the term of current Auditor has expired so in accordance with applicable provisions of Companies Act 2013.

The Board has identified M/s. Walker Chandiok & Co LLP, Kochi to be appointed as Statutory Auditors of the Company subject to the approval of the shareholders at the ensuing Annual General Meeting for a period of 5 years from the conclusion of the 40th Annual General Meeting.

The Company has received a letter from the Statutory Auditors to the effect that the their appointment, if made at the forthcoming Annual General Meeting, would be in accordance with the limits prescribed under 141(3)(g) of the Act.

16. Cost Audit

Messrs. Shome& Banerjee, Cost Accountants were appointed as Cost Auditors of the Company for conducting Cost Audit for the year ended March 31, 2018. The Central Government has duly approved their appointment.

Cost Audit Report and the Compliance Report for the year ended March 31, 2016 were filed with the Central Government within the due date.

17. Secretarial Audit

Secretarial Audit of the secretarial and related records of the Company was conducted during the year by SVJS & Associates, Company Secretaries, Kochi and a copy of the secretarial audit report is annexed as Annexure F, which forms part of this report. The Board has re-appointed M/s SVJS & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18

18. Explanation and Comments on Auditor’s and Secretarial Audit Report

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in the Auditors'' Report. Further, there is no qualification, disclaimer, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report. During the period under review, the suggestions put forth by the Audit Committed were duly considered and accepted by the Board of Directors, There were no instances of non-acceptance of such recommendations.

19. Corporate Social Responsibility

In accordance with Section 135 of the Act and the rules made there under, 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. Golam Momen, Mr. Sachin Nandgaonkar, Mr. P Rajagopalan and Mr. N Dharmaraj. 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 http://www.harrisonsmalayalam.com

20. Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges, the Company has established a Whistle Blower Policy (Vigil Mechanism) for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The policy has been uploaded on the Company''s website www.harrisonsmalayalam.com

21. Related Parties Transactions

There was no materially significant transaction with the Company''s Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the Company.

22. Anti-Sexual Harassment Policy

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 did not receive any complaint for redressal during the year.

23. Extract of Annual Return

An extract of the Annual Return as required to be attached is annexed as Annexure G and forms a part of this report.

24. Risk Management

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.

25. Particulars of Employees

The information as required in accordance with Section 134 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure H and forms a part of this report.

The information required under Rule 5(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure J and forms a part of this report.

26. Prospects

Plantation business is largely influenced by external factors like weather and volatility of primary markets. The company continues to be a strong player in the South Indian plantation industry and hopes to enlarge its operations through processing, purchased raw material and trading in both tea and rubber. Sustained efforts to improve labour productivity should to some extent alleviate escalating labour cost - a major concern for all South Indian plantations.

Realizations from both tea and rubber are improving in view of the Company''s continued focus on product quality, coupled with encouraging market outlook for tea in the next twelve months. Financial Year 17-18 is expected to be significantly better in terms of performance, as initiatives started earlier make positive contributions.

27. 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.

28. Awards and Achievements

Harrisons Malayalam Ltd. has been rated as one of India''s best company to work for in 2016 and has been ranked as Number 1 in the Agro Based Industry and 73rd overall among all industries in India.

HMLs Surianalle Estate has received the prestigious TGLIA 2017(The Golden Leaf India Award) Award for its superior quality in CTC Teas. Also the Wentworth, Lockhart and Pattumallay Factories of the Company has secured eight awards in the orthodox Tea category in the TGLIA competition.

Environment Protection:

Received CII Excellence Award in Environment Health & Safety (EHS) for the year 2016-17 for Wenworth, Kumbazha Estates.

Kumbazha CL factory has received special appreciation from Kerala State Pollution Control Board for its sustainable efforts for controlling environmental pollution.

29. 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 to this Report.

30. Directors’ Responsibility Statement

The Board of Directors would like to affirm that the Financial Statements of the Company for the year under review conform in their entirety to the requirements of the Companies Act, 2013.

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, 2017, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii. The Directors had 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 at March 31, 2017and of the loss for the period from April 1, 2016 to March 31, 2017;

iii. The Directors had 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. The Directors had prepared the annual accounts for the financial year ended March 31, 2017on a going concern basis;

v. Directors 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. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. Industrial Relations

The industrial relations has improved to a greater extent after the unrest in September, 2015. A section on the Company''s Human Resource Initiatives is a part of the Management Discussion & Analysis forming part of this report.

32. Internal Control Systems & their Adequacy

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

For and on behalf of the Board of Directors

Sachin Nandgaonkar Kaushik Roy

May 29, 2017 (DIN- 03410739) (DIN- 06513489)

Kolkata Director Director

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Mar 31, 2016

The Directors have pleasure in presenting the Annual Report and Audited Accounts of Harrisons Malayalam Limited for the year ended March 31, 2016.

1. Financial Highlights

Rs, in Lacs

Year ended	Standalone		Consolidated
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Revenue from Operations	28,485.55	32,663.86	28,485.55	32,663.86
Other Income	316.06	326.46	316.06	326.46
Income from discontinued operations	58.28	445.74	58.28	445.74
Total Income	28,859.89	33,436.06	28,859.89	33,436.08
Profit / (Loss) before Tax	(4,568.24)	(3,525.87)	(4,566.79)	(3,525.87)
Profit / (Loss) after Tax	(4,568.24)	(3,525.87)	(4,566.79)	(3,525.87)
Surplus brought forward from previous year	5,876.19	9,402.06	5,874.74	9,400.61
Profit available for appropriation	1,307.95	5,876.19	1,307.95	5,874.74
Appropriations
General Reserve	-	-	-	-
Proposed Dividend	-	-	-	-
Dividend Tax	-	-	-	-
Balance carried forward	1,307.95	5876.19	1,307.95	5,874.74

2. Dividend

The Board of Directors has not recommended dividend for the year ended March 31, 2016, in view of the losses incurred by the Company.

3. Performance

During the year under review, the Company has recorded a revenue of Rs,284.85 crore from its operations as compared to Rs,326.64 crore for the previous year. The total revenue, including other income and income from discontinued operations, for the financial year 2015-16 was Rs,288.59 crore compared to Rs,334.36 crore for the previous year. The loss incurred by the Company for the financial year 2015-16 was Rs,45.68 crore. There was a 17 day industry wide strike in the plantations in Kerala during September- October, 2015, which had a severe impact on the performance of the Company.

Tea:

Tea harvested from own gardens during Financial Year 2015-16 is 9620 MT (12068 MT in the Financial Year 2014-15). Bought leaf operations in tea for Financial Year 2015-16 is 3838 MT (4455 MT in Financial Year 2014-15). Together with the Bought Operations, the total production was 13458 MT as compared to the total production of 16523 MT in the Financial Year 2014-15. For the year ended March 2016, the average price realized per kg of tea was Rs,107.05 as against Rs,96.29 realized during the Previous Year. Tea exported was 3794 MT as against 2525 MT exported last year.

Rubber:

Rubber harvested from own gardens stood at 4666 MT during Financial Year 2015-16 and is slightly higher than 4638 MT achieved during Financial Year 2014-15. Bought operations in Rubber for Financial Year 2015-16 at 4184 MT which is lower than the 4930 MT of Financial Year 2014-15 by 15%. For the year ended March 2016, the average price realized per kg of rubber was Rs,136.66 as against Rs,149.72 realized during the previous year. Income from Rubber Tree felling for the season 2015-16 could not be accounted due to the ban order on felling of Rubber trees, issued by the Special Officer appointed by the Government of Kerala.

140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

Update on HML Land Matters

The Company continued to be in the news - misquoting land law violations amongst other allegations. We would like to reiterate to all our stakeholders that the Company legitimately holds all its lands with valid title deeds and the required approvals. The Company and its predecessors have been in absolute possession and enjoyment of these lands for over 100 years. All these lands are subjected to payment of Land Tax, (which the Company has been paying since the early 1900s when the lands were originally acquired), and would never fall under the Kerala Land Conservancy Act, which in any case excludes registered land holders and tax paid lands from the definition therein of “Property of the Government”.

Even after the petition filed by the Kerala Government, seeking to declare the Company''s lands as Government lands, was dismissed by the High Court of Kerala in 2013, the Revenue Department of the Government has been continuing with its proceedings against the Company. Various steps initiated by the Special Officer under the Kerala Land Conservancy Act against the properties held by the Company, including orders banning the felling of rubber trees, was challenged before the High Court of Kerala. The Company has, through proper legal remedies, successfully resisted all attempts to resume its lands and the status quo order passed by the High Court against resumption of Company''s lands is still in force. The issues are now pending consideration before a Division Bench of the High Court of Kerala.

We wish to reiterate and assure that all operations of your Company are within the framework of law and that all its lands are supported by valid title deeds. The Company is confident that it will be able to successfully establish its credentials and legitimacy of its operations in the Court of law.

4. Listing

The equity shares of the Company are listed in the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Cochin Stock Exchange, where the shares of the Company were listed, has ceased to operate as a stock exchange vide the exit order issued by Securities Exchange board of India dated December 23, 2014.

5. Fixed Deposits

The Company does not have any Fixed Deposit as on March 31, 2016.

6. Particulars of Loans, Guarantees or Investments

I n terms of the provisions of Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) requiring disclosure in the financial statements of the full particulars of loans given, investments made or guarantees given or securities provided and purpose thereof, is not applicable to the Company.

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

Information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, is given as Annexure forming a part of this Report (Annexure A).

8. Corporate Governance

A report on Management Discussion and Analysis is attached herewith (Annexure B). A separate Report on Corporate Governance (Annexure C) along with Additional Shareholder Information (Annexure D) as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is annexed as a part of this Report along with the practicing Company Secretary''s Certificate.

9. Subsidiary Companies

As at March 31, 2016, the Company had three wholly owned subsidiary companies, namely HML Engineering Company Limited*, Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL). As EPL and HPL were incorporated specifically to facilitate the Composite Scheme of Arrangement and Amalgamation, the investments held by the Company in these companies are treated as current investments, and hence have not been considered in the consolidation of financial statements. No Companies have become or ceased to be subsidiaries, joint ventures or associate Company during the year.

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 Company''s subsidiaries for the year ended March 31, 2016, is included as per the prescribed format in this Annual Report. The Annual Accounts of these subsidiaries are uploaded on the website of the Company. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member at the Registered Office of the Company.

*Struck off w.e.f. June 1, 2016.

10. Consolidated Financial Statements

I n accordance with Section 129(3) of the companies Act, 2013, and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Consolidated Financial Statements of the Company including the financial details of all the subsidiary companies of the Company, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

11. Directors

I n terms of the provisions of Section 152 of the Companies Act, 2013, and article 105 of the Articles of Association of the Company, Mr. Sachin Nandgaonkar (DIN- 03410739) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. Ms. Surbhi Singhi has been appointed as an Additional Director at the meeting of the Board of Directors held on November 6, 2015, consequent to the resignation of Ms. Sucharita Basu on September, 2015. Ms. Surbhi has been confirmed as an Independent Director by the Shareholders through Postal Ballot as on February 9, 2016. Mr. Dharmaraj was reappointed as a Whole-time Director by the last Annual General Meeting to hold office from January 1, 2016, to September 30, 2016. He is proposed to be reappointed as the Whole-time Director to hold office till September 30, 2017, at the ensuing Annual General Meeting.

The details of familiarization programmes imparted to independent directors can be accessed at the website of the Company at link http://www.harrisonsmalayalam.com/newsite/pdf/familarisation_policy.pdf

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

I n compliance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, brief resume of the Director proposed to be re-appointed is attached along with the Notice to the ensuing Annual General Meeting.

Five meetings of the Board of Directors were held during the year.

11.1 Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013, the Independent Directors of the Company viz. Mr. Haigreve Khaitan (DIN- 00005290), Mr. G Momen (DIN- 00402662), Mr. J M Kothary (DIN- 00015254) and Ms. Surbhi Singhi (DIN- 03275338) have given declaration to the Company that they qualify the criteria of independence as required under the Act.

11.2 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 guideline 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 Nonexecutive directors and performance of the Board as a whole.

11.3 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.

12. Auditors

Messrs Price Waterhouse, Chartered Accountants, were re-appointed as Statutory Auditors to hold office from the conclusion of the Thirty Seventh Annual General Meeting held on September 26, 2014, till the conclusion of the Fortieth Annual General Meeting to be held in 2017, subject to ratification by the Members at the Thirty Eighth and Thirty Ninth Annual General Meeting of the Company. The same was ratified by the members at the Thirty Eighth Annual General Meeting. Accordingly, the Notice convening the Thirty Ninth Annual General Meeting includes a resolution seeking such ratification by the members of the re-appointment of the Auditors.

There is no qualifications in the Statutory Auditors Report for the Financial Year 2015-16.

The Company has received a letter from the Statutory Auditors to the effect that the ratification of their re-appointment, if made at the forthcoming Annual General Meeting, would be in accordance with the limits prescribed under 141(3)(g) of the Act.

13. Cost Audit

Messrs. Shome & Banerjee, Cost Accountants, were appointed as Cost Auditors of the Company for conducting Cost Audit for the year ended March 31, 2016. The Central Government has duly approved their appointment.

Cost Audit Report and the Compliance Report for the year ended March 31, 2015, were filed with the Central Government on October 21, 2015. The due date for filing the Cost Audit Report was October 27, 2015.

14. Secretarial Audit

Secretarial Audit of the secretarial and related records of the Company was conducted during the year by SVJS & Associates, Company Secretaries, and a copy of the secretarial audit report is annexed as Annexure F, which forms part of this report. The observation in the Secretarial Audit Report is self explanatory.

15. Corporate Social Responsibility

Consequent to the losses incurred by the Company during the previous 2 years, the average profit of the previous 3 years is negative. Hence the Company is not required to incur any expenditure on CSR under the purview of the Act. However, the Company continues to carry on its various CSR activities which is contained in this Annual Report. The members of the Committee are Mr. Golam Momen, Mr. Sachin Nandgaonkar, Mr. P Rajagopalan and Mr. N Dharmaraj. The committee has met once in the Financial Year on February 11, 2016. The CSR Policy can be accessed at the website of the Company at link http://www.harrisonsmalayalam.com/newsite/pdf/CSR_policy_HML_FINAL.pdf

16. Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any. The Policy can be accessed at the website of the Company at link http:// www.harrisonsmalayalam.com/newsite/pdf/vigil_mechanism_policy.pdf.

17. Related Parties Transactions

There was no materially significant contract or arrangement or transaction with the Company''s Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the Company.

18. Anti-Sexual Harassment Policy

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 did not receive any complaint for redressal during the year.

19. Extract of Annual Return

An extract of the Annual Return as required to be attached is annexed as Annexure G and forms a part of this report.

20. Risk Management

The Company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report. The Company has also adopted a Risk Management Policy in accordance with the provisions of the Act and 17(9) & 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

21. Internal Control Systems & their Adequacy

The Company has a well placed, proper and adequate Internal Control environment, commensurate with the size, scale and complexity of its operations. This environment inter alia:

- provides assurance on orderly and efficient conduct of operations;

- security of assets;

- prevention and detection of frauds/errors;

- accuracy and completeness of accounting records; and

- timely preparation of reliable financial information.

The Internal Financial Controls in the Company are implemented in the framework of the Multi Level Control and Monitoring system, which includes :

(i) Management Control

(ii) Review by Senior Management

(iii) Supervision By Board of Directors and Audit Committee

The above procedures are further strengthened by independent audits being carried out by Statutory audit, Tax audit, Cost audit and Secretarial audit.

22. Awards & Achievement

During the year under review, the Company achieved accreditations and awards for its best manufacture practices. The major recognition include CII- Excellence Award in Environment, Health & Safety (EHS) for the year 2015-16 for Kumbazha and Wentworth Estate - Kerala State Pollution Control Board Award 2015-16 for sustained efforts in controlling Pollution and Environment Protection - Mooply Centrifuge Latex Factory.

I n continuation of the Company''s pursuit for excellence, Chundale Tea Factory in Wynaad received the prestigious Safety Award from the Department of Factories and Boilers, Government of Kerala for the year 2015. HMLs Surianalle Estate has received the prestigious TGLIA 2016 (The Golden Leaf India Award) Award for its superior quality in CTC Teas. Also the Wentworth, Pattumallay and Lockhart Factories of the Company has secured eight awards in the orthodox Tea category in the TGLIA competition held at Dubai in April, 2016.

23. Particulars of Employees

The information as required in accordance with Section 134 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure H and forms a part of this report.

The information required under Rule 5(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure I and forms a part of this report.

24. Prospects

Plantation business is largely influenced by external factors like weather and volatility of primary markets. The company continues to be a strong player in the South Indian plantation industry and hopes to enlarge its operations through processing, purchased raw material and trading in both tea and rubber. Sustained efforts to improve labour productivity should to some extent alleviate escalating labour cost - a major concern for all South Indian plantations.

Realizations from both tea and rubber are expected to improve in view of the Company''s continued focus on product quality, coupled with encouraging market outlook for tea in the coming months. Financial Year 16-17 is expected to be significantly better in terms of performance, as initiatives started earlier make positive contributions.

25. Directors’ Responsibility Statement

The Board of Directors would like to affirm that the Financial Statements of the Company for the year under review conform in their entirety to the requirements of the Companies Act, 2013.

I n 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:

1. I n the preparation of annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed, along with proper explanation relating to material departure, if any;

2. The Directors had 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 in the balance sheet as at March 31, 2016, and the statement of profit and loss for the period from April 1, 2015, to March 31, 2016;

3. The Directors had 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;

4. The Directors had prepared the annual accounts for the financial year ended March 31, 2016, on a going concern basis;

5. Directors 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

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. Industrial Relations

Plantation workers in the State of Kerala went on a 17 day strike demanding an increase in wages.

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

Sachin Nandgaonkar Kaushik RoyJ

Mumbai (DIN- 03410739) (DIN- 06513489)

August 17, 2016 Director Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of Harrisons Malayalam Limited for the year ended March 31,2015.

1. Financial Highlights

Rs. in lacs

Year ended 31.03.2015 31.03.2014

Revenue from Operations 32663.86 36419.09

Other Income 326.46 266.03

Income from discontinued operations 445.74 2001.13

Total Income 33436.06 38686.25

Profit before Tax (3525.87) 511.50

Profit after Tax (3525.87) 441.50

Surplus brought forward from previous year 9402.06 9176.47

Profit available for appropriation 5876.19 9617.97

Appropriations

General Reserve - -

Proposed Dividend - 184.55

Dividend Tax - 31.36

Balance carried forward 5876.19 9402.06

2. Dividend

The Directors have not recommended dividend for the year ended March 31, 2015 in view of the losses incurred by the Company.

3. Performance

During the year under review, the Company''s revenue from operations decreased by 10% over previous year to reach Rs 326.64 crore. Including other income and income from discontinued operations, total income decreased by 13.8% from Rs 386.86 crore to R 334.36 crore. Loss incurred by the Company was Rs 35.26crore.

Tea:

Tea harvested from own gardens at 12068 MT was higher by 5% over the previous year. Together with bought leaf operations, the total production was 16523 MT against 15978 MT in the previous year, higher by 545 MT. Tea prices in FY 2014-15 witnessed a downward trend with prices hovering at Rs. 90-95 levels. The average price realized in 14-15 at Rs 96.29 per kg was lower by Rs 15.41 as compared with that of the previous year. The South Indian auctions, in which the Company is a major player, registered a drop in auction price by Rs 13.03 per kg. Exports volumes were in line with last year.

Tea prices during April - June 2015 have more or less stabilized and is averaging at Rs 104 per kg.

Rubber:

The initiatives of the accelerated replanting carried out in Rubber plantations have started to yield results. Rubber harvested from own gardens was 4638 MT, higher by 7% over the previous year of 4351 MT. The total rubber production including bought operations at 9568 MT was higher than the previous year production of 8280 MT by 1288 MT. On the price front, it was a free fall for rubber. Average prices which were ruling at Rs 189 per kg steadily declined with every quarter passing and finally ended at Rs 115 in March 2015. The average price realized during 14-15 was Rs 149.72 per kg, lower by Rs 45.21 when compared with the previous year. Majority of the small growers stopped tapping of trees in view of the very low prices. The State Government''s initiative to arrest the price fall has not yielded the desired result. Rubber Tree income for the season 2014-15 could not be accounted as felling of rubber trees could not be carried out due to the ban order issued by the Special Officer appointed by the Government of Kerala.

140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

During July 2012, consent of members through Postal Ballot was obtained for transfer of the Projects Division of the Company to HML Engineering Company Limited. As the management is evaluating various options available, operations of the Projects Division have been considered as that of Discontinuing Operations and accordingly dealt with in the accounts. [Note No. 45 may be referred to].

Update on HML Land Matters

The Company has been in the news -- in the print media citing land law violations amongst other allegations. We would like all our stakeholders to know that the Company legitimately holds all its lands with valid title deeds and necessary approvals. The Company and its predecessors have been in absolute possession and enjoyment of these lands for over 100 years. All these lands are subjected to payment of Land Tax, (which the Company has been paying), and would never fall under the Kerala Land Conservancy Act.

The petition filed by the Kerala Government seeking to declare the Company''s land as Government land was dismissed by the Hon''ble High Court of Kerala. Despite this, the Revenue Department of Government of Kerala has been continuing with its proceedings against the Company. The Special Officer, appointed by the Government under the Kerala Land Conservancy Act, had issued orders banning the felling of rubber trees, which is a normal agricultural operation in the rubber plantations and constitutes a major source of income for the Company. The Company''s petition challenging the ban order has been heard by the Hon''ble High Court and is reserved for judgment. Apprehending hasty actions, the Company had filed a Writ Petition seeking directions to the Special Officer to adjudicate on the issue of his jurisdiction under the Kerala Land Conservancy Act. The Hon''ble High Court has stayed all further proceedings under the Kerala Land Conservancy Act.

All operations of your company are within the framework of law and all its lands are supported by valid title deeds. The Company is confident that it will be able to establish the truth in the Court of law.

4. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited, National Stock Exchange of India Limited and Cochin Stock Exchange Limited.

5. Fixed Deposits

The Company does not have any Fixed Deposit as on March 31, 2015.

6. Particulars of Loans, Guarantees or Investments

In terms of the provisions of Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) requiring disclosure in the financial statements of the full particulars of loans given, investments made or guarantees given or securities provided and purpose thereof, is not applicable to the Company.

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

Information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given in Annexure, forming a part of this Report. (Annexure A)

8. Corporate Governance

A report on Management Discussion and Analysis is attached here with (Annexure B). A separate Report on Corporate Governance (Annexure C) along with Additional Shareholder Information (Annexure D) as prescribed under the Listing Agreement executed with the Stock Exchanges is annexed as a part of this Report along with the practicing Company Secretary''s Certificate.

9. Subsidiary Companies

As at March 31, 2015 the Company had three wholly owned subsidiary companies, namely HML Engineering Company Limited, Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL). As EPL and HPL were incorporated specifically to facilitate the Composite Scheme of Arrangement and Amalgamation, the investments held by the Company in these companies are treated as current investments, and hence have not 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 Company''s subsidiaries for the year ended March 31, 2015, is included as per the prescribed format in this Annual Report. The Annual Accounts of these subsidiaries are uploaded on the website of the Company. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member at the Registered Office of the Company.

10. Consolidated Financial Statements

In accordance with Section 129(3) of the companies Act, 2013 and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company including the financial details of all the subsidiary companies of the Company, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

11. Directors

In terms of the provisions of Section 152 of the Companies Act, 2013 and article 105 of the Articles of Association of the Company, Mr. P Rajagopalan retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The Board appointed Mr. Sachin Nandgaonkar as a Director of the Company in the casual vacancy caused by the resignation of Mr. Ajit Singh Chouhan. The Board records its appreciation of the contribution and guidance provided by Mr. Chouhan during his association with the Company. Further the Board appointed Mr. Kaushik Roy as an Additional Director w.e.f. February 16, 2015. Pursuant to Section 161 of the Companies Act, 2013 Mr. Kaushik Roy holds office up to the date of the ensuing Annual General Meeting and is eligible for appointment as a Director of the Company. The Company has received a Notice from a Member of the Company under Section 160 of the Companies Act, 2013 proposing the name of Mr. Kaushik Roy as a Director, liable to retire by rotation. The resolution seeking the shareholders'' approval for the appointment of Mr. Kaushik Roy is contained in the Notice convening the Annual General Meeting.

In the last Annual General Meeting of the Company held on September 26, 2014, Mr. N Dharmaraj was appointed as Whole Time Director for the period August 8, 2014 to December 31, 2015. Further, the Board at its meeting held on August 11, 2015 has extended the tenure of Mr. N. Dharmaraj from January 1, 2016 to September 30, 2016 subject to the approval of the shareholders in the forthcoming Annual General Meeting. The resolution seeking the shareholders'' approval for the appointment of Mr. Dharmaraj is contained in the Notice convening the Annual General Meeting.

In compliance with Clause 49 VIII (E) of the Listing Agreement, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

The Board of Directors recommend to the Members the appointment of Mr. Kaushik Roy as a Director and re-appointment of Mr. P Rajagopalan and Mr. N Dharmaraj as a Director and Whole Time Director respectively.

Five meetings of the Board of Directors were held during the year.

11.1 Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Independent Directors of the Company viz. Mr. G Momen, Mr. Haigreve Khaitan, Mr. J M Kothary and Ms. Sucharita Basu have given declaration to the Company that they qualify the criteria of independence as required under the Act.

11.2 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 guideline 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.

11.3 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.

12. Auditors

Messrs Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company were re-appointed as auditors to hold office from the conclusion of the Thirty-seventh Annual General Meeting held on September 26, 2014 till the conclusion of the Fortieth Annual General Meeting to be held in 2017, subject to ratification by the Members at the Thirty-eight and Thirty-ninth AGM of the Company. Accordingly, the Notice convening the Thirty-eighth AGM includes a resolution seeking such ratification by the members of the said re-appointment of the Auditors.

The Company has received a letter from the Statutory Auditors to the effect that the ratification of their re-appointment, if made at the forthcoming Annual General Meeting, would be in accordance with the limits prescribed under 141(3)(g) of the Companies Act, 2013.

13. Cost Audit

Messrs. Shome & Banerjee, Cost Accountants were appointed as Cost Auditors of the Company for conducting Cost Audit for the year ended March 31,2015. The Central Government has duly approved their appointment.

Cost Audit Report and the Compliance Report for the year ended March 31,2014 were filed with the Central Government on September 25, 2014. The due date for filing the Cost Audit Report was September 27, 2014.

14. Secretarial Audit

Secretarial Audit of the secretarial and related records of the Company was conducted during the year by SVJS & Associates, Company Secretaries and a copy of the secretarial audit report is annexed as Annexure F, which forms part of this report.

15. 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, a brief outline of which along with the required disclosures are annexed as a part of this Report. (Annexure G). A detailed section on the activities of the Company in this behalf during the year is disclosed in a separate section titled ''Corporate Social Responsibilities'' which forms a part of this report.

16. Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 and the rules made thereunder and the Listing Agreement with the Stock Exchanges, the Company has established a Whistle Blower Policy (Vigil Mechanism) for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The policy has been uploaded in the Company''s website www.hml.co.in

17. Related Parties Transactions

There was no materially significant transaction with the Company''s Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the Company.

18. Anti-Sexual Harassment Policy

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 did not receive any complaint for redressal during the year.

19. Extract of Annual Return

An extract of the Annual Return as required to be attached is annexed as Annexure H and forms a part of this report.

20. Risk Management

The Company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report. The Company has also adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement.

21. Awards & Achievement

During the year Wentworth Tea factory of the Company has received the CII, Southern Region, Environment, Health and Safety Award.Achoor, Arrapetta and Sentinel Rock estates have been honoured by the local Grama Panchayats for the commitment towards the environment. Waste management, plastic segregation and plastic free zones are the commendable initiatives taken up by the estates. Your Company''s tea estates has received various National and International accreditions such as ISO, Trustea, Rainforest Alliance, TGLIA, UTZ and Ethical Tea Partnership for its sustainable efforts for conservation and protection of environment.

Company''s Kumbazha and Nagamallay rubber factories received the CII, Southern Region, Environment, Health and Safety Award during 2014- 15.Kumbazha Centrifuge Latex Factory has bagged the Kerala State Pollution Control Board''s Award for the third consecutive year for its sustained efforts in controlling Pollution and Environment Protection.

22. Particulars of Employees

The information as required in accordance with Section 134 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I and forms a part of this report.

The information required under Rule 5(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure J and forms a part of this report.

23. Prospects

Plantation business is largely influenced by external factors like weather and volatility of primary markets. The company continues to be a strong player in the South Indian plantation industry and hopes to enlarge its operations through processing, purchased raw material and trading in both tea and rubber. Sustained efforts to improve labour productivity should to some extent alleviate escalating labour cost - a major concern for all South Indian plantations.

Realizations from both tea and rubber are expected to improve in view of the Company''s continued focus on product quality,coupled with encouraging market outlook for tea in the next twelve months. Financial Year 15-16 is expected to be significantly better in terms of performance, as initiatives started earlier make positive contributions.

24. Directors'' Responsibility Statement

The Board of Directors would like to affirm that the Financial Statements of the Company for the year under review conform in their entirety to the requirements of the Companies Act, 2013.

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:

1. In the preparation of annual accounts for the financial year ended March 31,2015, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. The Directors had 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, 2015 and of the loss for the period from April 1,2014 to March 31, 2015;

3. The Directors had 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;

4. The Directors had prepared the annual accounts for the financial year ended March 31,2015 on a going concern basis;

5. Directors 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

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. Industrial Relations

Industrial relation in the Company, during the year, continued to be cordial. A section on the Company''s Human Resource Initiatives is a part of the Management Discussion & Analysis forming part of this 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

Mumbai Sachin Nandgaonkar Kaushik Roy August 11, 2015 Director Director

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Annual Report and Audited Accounts of Harrisons Malayalam Limited for the year ended March 31, 2014.

In terms of the General Circular 08/2014 dated April 4, 2014, the financial statements and documents thereto, the Board''s Report for the year has been prepared in accordance with the relevant provisions, schedules and rules of the Companies Act, 1956.

Financial Highlights

Rs. in lacs

Year ended 31.03.2014 31.03.2013

Revenue from Operations 36420.73 33212.33

Other Income 264.39 246.38

Income from discontinued operations 2001.13 1533.95

Total Income 38686.25 34992.66

Profit before Tax 511.50 348.03

Profit after Tax 441.50 229.76

Surplus brought forward 9176.47 9108.65 from previous year

Profit available for appropriation 9617.97 9338.41

Appropriations

General Reserve - -

Proposed Dividend 184.55 138.42

Dividend Tax 31.36 23.52

Balance carried forward 9402.06 9176.47

Dividend

The Directors have recommended for approval of shareholders a dividend of 10% (Re.1/- per equity share of Rs. 10 each).

Performance

During the year under review, the Company''s revenue from operations increased by 9.7% over previous year to reach Rs. 364.21 crore. Including other income and income from discontinued operations, total income grew by 10.6% from Rs. 349.93 crore to Rs. 386.86 crore. Profit after taxes was Rs. 4.4 crore.

Tea:

With realizations moving upwards, 2013-14 witnessed buoyancy in the tea industry, the average price being Rs 111.70 per kg, an increase of Rs. 13.82 over the previous year. HML tea prices in Auction at Rs.114.80 per kilo (previous year Rs.100.50) was higher than the South Indian Auction average of Rs. 97.49. Tea production at 15978 MT was higher by 4.4%. Tea manufactured from green leaves harvested from own gardens was 9% lower. This was compensated through higher volumes in Bought Operations, which registered a rise of over 70%.

During the year, a fire broke out in the Wallardie Tea Factory causing damage not only to tea machinery but also stock and other consumables. Production, however was not affected as the neighboring Moongalaar Factory could cater to the requirements. The Company''s insurance claim has been settled by the insurer.

Rubber:

Despite a drop in rubber production, rubber price remained flat for most part of the year. The RSS IV saw a high of Rs. 196 per kg during August 2013 and a low of Rs 142 during January 2014. The average RSS IV price for the industry was Rs.166.04, lower by Rs. 10.81 per kg as compared to previous year.

Currently prices are ruling at Rs.139 per kg. The average price realized by HML was Rs 194.93 per kg as against Rs 191.23 in the previous year. Production from own gardens, which was 4% lower, was compensated by higher volume through Bought Rubber Operations. Bought Rubber constituted approximately 48% of the total rubber produced by the Company, compared to 43% in the previous year. The accelerated replanting program initiated from 2008-09 should start yielding good results with a part of the 2008-09 planted area coming into bearing.

140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped. Rubber Tree income for the season 2013-14 could not be accounted as felling of rubber trees could not be carried out due to the ban order issued by the Special Officer appointed by the Government of Kerala. The Company''s writ petition challenging the ban order has been heard by the High Court, and Orders are reserved.

Update on HML Land Matters

The Company has been in the news -- in the print media citing land law violations amongst other allegations. We would like all our stakeholders to know that the Company legitimately holds all its lands with valid title deeds and necessary approvals. The Company and its predecessors have been in absolute possession and enjoyment of these lands for over 100 years. All these lands are subjected to payment of Land Tax, (which the Company has been paying), and would never fall under the Kerala Land Conservancy Act.

The petition filed by the Kerala Government seeking to declare the Company''s land as Government land was dismissed by the Hon''ble High Court of Kerala. Despite this, the Revenue Department of Government of Kerala has been continuing with its proceedings against the Company.The Special Officer, appointed by the Government under the Kerala Land Conservancy Act, had issued orders banning the felling of rubber trees, which is a normal agricultural operation in the rubber plantations and constitutes a major source of income for the Company. The Company''s petition challenging the ban order has been heard by the Hon''ble High Court and is reserved for judgment. Apprehending hasty actions, the Company had filed a Writ Petition seeking directions to the Special Officer to adjudicate on the issue of his jurisdiction under the Kerala Land Conservancy Act. The Hon''ble High Court has stayed all further proceedings under the Kerala Land Conservancy Act.

All operations of your company are within the framework of law and all its lands are supported by valid title deeds.The Company is confident that it will be able to establish the truth in the Court of law.

Corporate Social Responsibility

HML has always been in the forefront assuming social responsibilities and discharging its obligation towards the community. The various CSR activities carried out by the Company are mentioned elsewhere in this Annual Report.

Awards & Achievement

During the year under review, the Company achieved accreditations for its best manufacture practices.Wentworth Factory received awards in all categories namely Leaf, Fannings and Dust and Pattumalay Factory received the award in the Fannings category at the tenth edition of The Golden Leaf India Award(TGLIA) function held in Dubai.

Wentworth tea estate of the Company has received the Trustea certification. An initiative of the Tea Board, this certification highlights the Company''s commitment to issues relating to environment, sustainability and livelihood. The Ethical Tea Partnership certification which is recognized by European Union markets has been received by all the tea estates of the Company. Recently Wentworth estate obtained the Rain Forest Alliance certification, an international accreditation for sourcing credibility, which enhances its image with leading international tea packers.

During the year, Achoor Tea Factory and Palapilly Rubber Factory obtained ISO certifications. For the 2nd consecutive year, Kumbazha Centrifuge Latex Factory secured the second position amongst small industries for substantial and sustained efforts in pollution control. HML has also been judged as one among the top 100 Best companies to work for 2014- India by Great Place to Work.

Subsidiaries

As at March 31, 2014 the Company had three wholly owned subsidiary companies, namely HML Engineering Company Limited, Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL). As EPL and HPL were incorporated specifically to facilitate the Composite Scheme of Arrangement and Amalgamation, the investments held by the Company in these companies are treated as current investments, and hence have not been considered in the consolidation of financial statements.

In accordance with the general exemption granted by Ministry of Corporate Affairs, the accounts of HML Engineering Company Limited for 2013-14 and the related detailed information will be made available to shareholders seeking such information which are not attached. The consolidated financial statements for the year 2013-14 form part of the Annual Report and Accounts.

During July 2012, consent of members through Postal Ballot was obtained for transfer of the Projects Division of the Company to HML Engineering Company Limited. As the management is evaluating various options available, operations of the Projects Division have been considered as that of Discontinuing Operations and accordingly dealt with in the accounts. Note No. 45 may be referred to.

Directors

In terms of the provisions of Section 152 of the Companies Act, 2013 and article 105 of the Articles of Association of the Company, Mr. Sanjiv Goenka and Mr. Ajit Singh Chouhan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Ashok Bachan Goyal, who was re-designated as Whole Time Director of the Company resigned from the Board with effect from July 24, 2014. The Board records its appreciation of the contribution and guidance provided by Mr. Goyal during his association with the Company.

Mr. N Dharmaraj was appointed as Additional Director at the Board meeting held on August 8, 2014. Mr. Dharmaraj was, subject to the approval of the shareholders in the forthcoming Annual General Meeting, also appointed as Whole Time Director for the period August 8, 2014 to December 31, 2015. The resolution seeking the shareholders'' approval for the appointment of Mr. Dharmaraj is contained in the Notice convening the Annual General Meeting.

The Board at its meeting held on August 8, 2014 appointed Ms. Sucharita Basu as Additional Director of the Company w.e.f. August 8, 2014. Ms. Sucharita Basu holds office up to the conclusion of the forthcoming Annual General Meeting.

Mr. Haigreve Khaitan, Mr. G Momen, Mr. J M Kothary, Mr. Umang Kanoria, and Ms. Sucharita Basu are Non-Executive Directors on the Board of Directors of the Company. With the enactment of the Companies Act, 2013, it is now incumbent upon every listed company to have the requisite number of Independent Directors on the Board. The above Directors are being appointed as Independent Directors of the Company under the Act. The Company has received separate Notices in writing from 5 Members alongwith requisite deposits of money proposing the aforesaid five directors to the office of Directors under the applicable provisions of the Act.

The details of the Directors being re-appointed / appointed are included in the Corporate Governance Report forming part of this Annual Report. Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is attached and forms part of this Annual Report.

Auditors

Messrs Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their appointment, if made at the forthcoming Annual General Meeting, would be within the limits prescribed under 141(3)(g) of the Act.

Cost Audit

Messrs. Shome & Banerjee, Cost Accountants were appointed as Cost Auditors of the Company for conducting Cost Audit for the year ended March 31, 2014. The Central Government has duly approved their appointment.

Cost Audit Report and the Compliance Report for the year ended March 31, 2013 were filed with the Central Government on September 23, 2013. The due date for filing the Cost Audit Report was September 27, 2013.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, forms part of this Report.

Export & Foreign Exchange Outgo

Details of foreign exchange earnings and outgo are set out in note nos. 33-36 of the Notes on Accounts.

Employee Relation

The Company has a large work force employed in its Tea and Rubber plantations. The welfare and well being of workers are monitored closely. Industrial relations remained cordial throughout the year.

The Board of Directors places on record its appreciation for the dedicated service rendered by all employees at all levels for the smooth functioning of the estates. The policy of transparency and recognition have helped employees to contribute their best to the Company.

Information as per Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975, is annexed.

Fixed Deposits

The Company does not have any Fixed Deposit as on March 31, 2014.

Prospects

Plantation business is largely influenced by external factors like weather and volatility of primary markets. The company continues to be a strong player in the South Indian plantation industry and hopes to enlarge its operations through processing, purchased raw material and trading in both tea and rubber. Sustained efforts to improve labour productivity should to some extent alleviate escalating labourcost - a major concern for all South Indian plantations.

Realisations from both tea and rubber are expected to improve in view of the Company''s continued focus on product quality, coupled with encouraging market outlook for tea in the next twelve months. Financial Year 14-15 is expected to be significantly better in terms of performance, as initiatives started earlier make positive contributions.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the erstwhile Companies Act, 1956, your Directors hereby state and confirm that:

1. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and, judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2014 and of the profit for the period from April 1, 2013 to March 31, 2014;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. The annual accounts for the financial year ended March 31, 2014 have been prepared on a going concern basis.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the valuable assistance and support received by the Company from its customers, vendors, bankers, Government authorities and business associates. They also record their appreciation to all employees for their dedicated service during a challenging time.

On behalf of the Board of Directors

Kolkata Ajit Singh Chouhan Haigreve Khaitan August 8, 2014 Director Director

---

Mar 31, 2013

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2013.

Financial Highlights

Rs. in lacs Year ended 31.03.2013 31.03.2012

Profit before Tax 348.03 1045.55

Profit after Tax 229.76 471.37

Surplus brought forward from previous year 9108.65 8982.60

Profit available for appropriation 9338.41 9453.97

Appropriations

General Reserve 23.57

Proposed Dividend 138.42 276.83

Dividend Tax 23.52 44.92

Balance carried forward 9176.47 9108.65

Dividend

Your Directors recommend for approval of shareholders a dividend of 7.50% (Re.0.75 per equity share of Rs. 10 each).

Update on the Composite Scheme of Arrangement and Amalgamation

The Board at its meeting held on February 10, 2012 approved the Composite Scheme of Arrangement in accordance with the provisions of Section 391 – 394, read with Sections 78, 100 – 103 of the Companies Act, 1956.

The Scheme provides for the demerger and vesting of Venture, Isfield, Koney, Lahai, Kaliyar and Palapilly rubber estates as also Achoor, Chundale, Sentinel Rock, Touramulla, Arrapetta, Mayfield and Upper Surianallie tea estates, of the Company into Harmony Plantations Limited (HPL), either directly or indirectly, with effect from April 1, 2012.

The Chairman, appointed by the High Court, presided over the meetings of Members, Secured creditors and Un-secured creditors which were held on 17th and 18th August 2012 and subsequently filed his report, detailing the proceedings of the meetings, which has been taken on record by the High Court. The Miscellaneous Company Petitions filed by the Company in the High Court have been kept in abeyance, pending disposal of OP 3508/2011 filed by the Government of Kerala, the arguments of which have been completely heard by the Division Bench of the High Court and the same reserved for Orders.

Performance

Your Company achieved a turnover of Rs.34,992.66 lakhs for the financial year under review (Previous year Rs.36,891.40 lakhs). Rubber prices (RSS VI) fluctuated widely between a high of Rs.201 during April 2012 and a low of Rs.156.50 during February 2013. The average RSS IV price for the industry was Rs.176.85 which is lower by Rs.30.98, as compared to the previous year on a per kilo basis. The average HML Rubber price was Rs.191.23, as against Rs.213.89 of the previous year.

Tea industry experienced buoyancy after a long time. During the year, the auction averages registered an upward movement. HML Tea prices in Auction at Rs.100.50 per kilo were higher than Rs.77.94 per kilo of last year. The average price realisation for Tea was Rs.97.88 per kilo (previous year Rs.76.07).

Your Company made substantial progress in Bought Operations in Tea & Rubber which has contributed in improving capacity utilisation of the factories. The Company''s efforts in improving labour productivity through incentive schemes and reorganised work continued to yield positive results. Your company made substantial investments in bringing larger areas under replanting in Rubber and infilling in Tea. Also, substantial improvements were made in upgrading the Tea and Rubber factories, resulting in lowering costs and improving product quality. We believe, these investments would give us long term benefits.

Subsidiaries

As at March 31, 2013 the Company had three wholly owned subsidiary companies, namely HML Engineering Company Limited, Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL). As EPL and HPL were incorporated specifically to facilitate the Composite Scheme of Arrangement and Amalgamation, the investments held by the Company in these companies are treated as current investments, and hence have not been considered in the consolidation of financial statements.

In accordance with the general exemption granted by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the accounts of HML Engineering Company Limited for the year 2012-13 and the related detailed information will be made available to shareholders seeking such information which are not attached. The consolidated financial statements for the year 2012-13 form part of the Annual Report and Accounts.

During July 2012, consent of members through Postal Ballot was obtained for transfer of the Projects Division of the Company to HML Engineering Company Limited.As the management is evaluating the various options available, operations of the Projects Division have been considered as that of Discontinuing Operations and accordingly dealt with in the accounts. Note no. 44 may be referred to.

Corporate Social Responsibility

The philosophy of the Company towards fair governance, going hand in hand with social responsibility, is deeply embedded in its day to day working. Over the years, the Company has successfully formulated a methodology aimed at improving the environment which surrounds the units of the Company and thereby enriching the society. The Company has continued and improved upon already commendable standard of medical care for families and employees, as also the population residing around its estates.

Your Company in a small way has also established an organization which is providing service in the form of education and health care for mentally challenged children.

The Plantations of your Company have schools of varying capacities both in terms of numbers and quality. Your Company also gives importance to the preservation of natural habitants of the plantations and engages in self-development programs and initiatives to preserve the bio diversities in surrounding areas. Your company also has a commendable soil preservation and water management programe.

Directors

In accordance with the provisions of Articles of Association of the Company Mr. Sanjiv Goenka and Mr. Haigreve Khaitan will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. P.K. Chowdhary, Director of the Company resigned from the services of the Company with effect from May 3, 2013. The Board of Directors places on record its appreciation of the valuable contribution and guidance provided by Mr. Chowdhary during his tenure as Director of the Company. The casual vacancy created has been filled by Mr. P Rajagopalan who was inducted into the Board on May 30, 2013. Mr. Rajagopalan would hold office up to September 2015.

The Board at its meeting held on May 30, 2013 appointed Mr. J M Kothary as an Additional Director of the Company. Mr. Kothary, who holds office up to the conclusion of this Annual General Meeting, and being eligible, offers himself for appointment as a director of the Company liable to retire by rotation.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is given in the Annexure to the Annual Report.

Auditors

The Auditors Messrs Price Waterhouse, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting, and being eligible offer themselves for reappointment.

Cost Audit

For the year under review Messrs. Shome & Banerjee, Cost Accountants were appointed as Cost Auditors of the Company for conducting Cost Audit for the financial year ended March 31, 2013. The Central Government has duly approved their appointment.

Cost Audit Report for the financial year ended March 31, 2012 has been filed with the Central Government on December 29, 2012. The due date for filing the Cost Audit Report was December 31, 2012.

Other Information

The Audit Committee of the Company reviewed the audited financial statements for the year under review at its meeting held on May 30, 2013 and recommended the same for approval of the Board of Directors.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, forms part of this Report.

Export & Foreign Exchange Outgo

Details of foreign exchange earnings and outgo are set out in note nos. 33 – 36 of the Notes on Accounts.

Employee Relation

The Company has a large work force employed in its Tea and Rubber plantations. The welfare and well being of the workers are monitored closely and harmonious relations are being maintained. Industrial relations remained cordial throughout the year.

The Board of Directors places on record its appreciation for the dedicated services rendered by the Executives, Staff and Workers at all levels and for the smooth functioning of all estates. The policy of transparency and recognition inspired employees to contribute their best to the Company.

Information as per Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975, is annexed.

Fixed Deposits

The Company does not have any Fixed Deposit scheme. Matured deposits amounting to Rs.68000 lying unclaimed were transferred to the Investor Education and Protection Fund on March 27, 2013 as per provisions of Section 205 C of the Companies Act, 1956. As on March 31, 2013 there is no Fixed Deposit with the Company.

Prospects

Plantation business is largely influenced by external factors like weather and volatility of primary markets. Your company continues to be a strong player in the South Indian plantation industry and hopes to grow its operations through processing-purchased raw material and trading in both tea and rubber. The efforts to improve labour productivity should to some extent alleviate escalating labour cost - a major concern for all Plantations.

Realisations from both tea and rubber are expected to improve further in view of the Company''s focus on product quality, coupled with encouraging market outlook for tea and rubber prices in the next twelve months. Financial Year 13-14 is expected to be significantly better in terms of performance, as initiatives started earlier should start making positive contributions.

Directors'' Responsibility Statement

The Directors confirm having:

1. in the preparation of annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

2. selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, Banks, Suppliers, Business Associates, Shareholders and Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Kolkata Ajit Singh Chouhan G. Momen

August 14, 2013 Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012. Financial Highlights

Rs. in lacs

Year ended 31.03.2012 31.03.2011

Profit before Tax 1045.55 524.93

Profit after Tax 471.37 394.93

Surplus brought forward from previous year 8982.60 8930.23

Profit available for appropriation 9453.97 9325.16

Appropriations

General Reserve 23.57 19.75

Proposed Dividend 276.83 276.83

Dividend Tax 44.92 45.98

Balance carried forward 9108.65 8982.60

Dividend

Your Directors are pleased to recommend for approval of shareholders a dividend of 15 % (Rs.1.50 per equity share of Rs 10 each).

Composite Scheme of Arrangement and Amalgamation

The Board of Directors at their meeting held on February 10, 2012 approved the Composite Scheme of Arrangement in accordance with the Provisions of Section 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956.

The Scheme provides for the demerger and vesting of Venture, Isfield, Koney, Lahai, Kaliyar and Palapilly rubber estates and Achoor, Chundale, Sentinel Rock, Touramulla, Arrapetta, Mayfield and Upper Surianallie tea estates, of the Company into Harmony Plantations Limited (HPL) either directly or indirectly with effect from April 1, 2012.

The Scheme is subject to the consent or approval of the requisite majority of the shareholders, Creditors, the Hon''ble High Court of Kerala at Ernakulam and other statutory or regulatory authorities, which by law may be necessary for implementation of the Scheme.

Pursuant to the sanction of the Scheme, shareholders of the Company will be entitled to shares in HPL in the same proportion as their current shareholding in the Company. For every l (one) fully paid up equity share of Rs 10 each held by shareholders in the Company, l (one) equity share of Rs 7 each will be issued and allotted in HPL. The shares of HPL would be listed in the Bombay Stock Exchange, National Stock Exchange of India and also Cochin Stock Exchange.

Performance

The Company achieved a turnover of Rs 36,891.40 lakhs for the financial year under review (Previous year Rs.37,332.58 lakhs). Rubber prices (RSS IV) fluctuated widely between a high of Rs.243 and a low of Rs.184 during FY 2011-12. The average RSS IV price for the industry was Rs.207.83 which is higher by Rs.17.48 as compared to the previous year on a per kilo basis. The average HML Rubber price was Rs.213.83 as against Rs.206.11 of the previous year. Tea industry experienced buoyancy after a long time. During the year, the auction averages registered an upward movement. HML Tea prices in Auction at Rs.77.95 per kilo were higher than Rs.71.10 per kilo of last year. The average price realisation for Tea was Rs.75.96 per kilo (previous year Rs.71.14). Your Company has made substantial progress in Bought Operations in Tea & Rubber which has contributed in improving the capacity utilisation of the factories. This has resulted in higher turnover and improved profitability. Your Company''s efforts in improving labour productivity through incentive schemes and reorganised work continued to yield positive results. Your company made substantial investments in bringing larger areas under replanting in Rubber and infilling in Tea. Also, substantial improvements were made in upgrading the Tea and Rubber factories resulting in lowering costs and improving product quality. We believe these investments would give us long term benefits.

Subsidiaries

As at March 31, 2012 the Company had three wholly owned subsidiary companies namely HML Engineering Company Limited, Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL). EPL and HPL were incorporated during February 2012. As the first financial year of these two Companies would end at March 31, 2013, the accounts of these two companies have not been considered in the consolidation of the financial statements.

In accordance with the general exemption granted by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the accounts of HML Engineering Company Limited for the year 2011-12 and the related detailed information will be made available to shareholders seeking such information which are not attached. The consolidated financial statements for the year 2011-12 forms part of the Annual Report and Accounts.

During July 2012, consent of members through Postal Ballot was obtained for transfer of the Projects Division of the Company to HML Engineering Company Limited.

Corporate Social Responsibility

The philosophy of the Company towards fair governance going hand in hand with social responsibility is deeply embedded in its day to day working. Over the years, the Company has successfully formulated a methodology aimed at improving the environment which surrounds the units of the Company and thereby enriching the society. The Company has continued and improved upon already commendable standards of medical care for families and its employees as also the population residing around its estates.

Your Company in a small way has also established an organization which is providing service in the form of education and health care for mentally challenged children.

The Plantations of your Company have schools of varying capacities both in terms of numbers and quality. Your Company also gives importance to the preservation of the natural habitants of the plantations and engages in self-development programs and initiatives to preserve the bio diversities in surrounding areas. Your company also has a commendable soil preservation and water management programe.

Directors

In accordance with the provisions of Articles of Association of the Company Mr. P K. Chowdhary and Mr. Golam Momen will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Since the last Report, Mr. Ashok Bachan Goyal was appointed as an Additional Director with effect from September 20, 2011 in terms of Article 93 of the Articles of Association of the Company, read with Section 260 of the Companies Act, 1956. Mr. Goyal holds office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received a notice in writing, pursuant to Section 257 of the Companies Act, 1956, from a member signifying his intention to propose Mr. Goyal for appointment to the Office of Director at the ensuing Annual General Meeting. Accordingly under special business an Ordinary Resolution is being placed before the shareholders for approval.

Mr. Pankaj Kapoor, Managing Director of the Company resigned from the services of the Company with effect from June 30, 2012. The Board of Directors places on record its appreciation of the valuable contribution and guidance provided by Mr. Pankaj Kapoor during his tenure as Managing Director of the Company.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is given in Annexure to the Annual Report

Auditors

The Auditors Messrs Price Waterhouse, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting, and being eligible offer themselves for reappointment.

Cost Audit

For the year under review Messrs Shome & Banerjee, Cost Accountants were appointed as Cost Auditors of the Company for conducting Cost Audit for the financial year ended March 31, 2012. The Central Government has duly approved their appointment.

Cost Audit Report for the financial year ended March 31, 2011 has been filed with the Central Government on October 25, 2011.

Other Information

The Audit Committee of the Company reviewed the audited financial statements for the year under review at its meeting held on August 14, 2012 and recommended the same for approval of the Board of Directors.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, forms part of this Report.

Export & Foreign Exchange Outgo

Details of foreign exchange earnings and outgo are set out in note nos. 32 to 35 of the Notes on Accounts.

Employee Relation

The Company has a large work force employed in its Tea and Rubber plantations. The welfare and well being of the workers are monitored closely and harmonious relations are being maintained. Industrial relations remained cordial throughout the year.

The Board of Directors places on record its appreciation for the dedicated services rendered by the Executives, Staff and Workers at all levels and for the smooth functioning of all estates. The policy of transparency and recognition inspired the employees to contribute their best to the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, is annexed.

Fixed Deposits

The Company does not have any Fixed Deposit scheme and has repaid all Fixed Deposits that matured and were claimed by the depositors under the earlier Fixed Deposit Scheme. Matured unclaimed deposits as on March 31, 2012 amounted to Rs.1,73,000. Apart from matured unclaimed deposits no amount is outstanding as on March 31, 2012. Reminders have been sent to these depositors at their latest known address.

Prospects

Plantation business is largely influenced by external factors like weather and volatility of primary markets. Your company continues to be a strong player in the South Indian Plantation Industry and hopes to grow its operations through processing purchased raw material and trading in both tea and rubber. The efforts to improve labour productivity should to some extent alleviate escalating labour cost - a major concern for all Plantations.

Realisations for both tea and rubber are expected to improve further in view of the Company''s focus on product quality, coupled with encouraging market outlook for tea and rubber prices in the next twelve months. Financial Year 2012-13 is expected to be significantly better in terms of performance, as initiatives started earlier should start making positive contribution.

Directors'' Responsibility Statement

The Directors confirm having:

1. in the preparation of annual accounts for the financial year ended March 31, 2012, the applicable Accounting Standards have been followed, along with proper explanation relating to the material departures;

2. selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Kolkata Ajit Singh Chouhan Ashok Goyal

August 14, 2012 Director Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year ended March 31,2011.

Financial Results Rs. lacs

Profit before Tax 524.93

Provision for Taxation 130.00

Profit after Tax 394.93

Surplus brought forward from previous year 8930.23

Profit available for appropriation 9325.16

Appropriations:

General Reserve 19.75

Proposed Dividend 276.83

Dividend Tax 45.98

Balance Carried Forward 8982.60

Dividend

Your Directors recommend a dividend of 15 % (Rs 1.50 per equity share of Rs 10 each). Performance

The Company achieved a turnover of Rs.37,332 lacs for the financial year under review (Previous year - Rs.33,454 lacs). Tea prices that witnessed a steady decline during the first six months of the current FY10-11 started recovering towards the last quarter. The average price realized for tea for the current FY10-11 was lower by Rs.18 per kg when compared to FY09-10. Rubber prices were upbeat throughout the year and the average price realized for FY10-11 at Rs.206.11 per kg is higher than FY09-10 realization by Rs.78.37. Substantial progress has been made in Bought Operations in Tea & Rubber which has contributed in improving the capacity utilisation of the factories. This has resulted in higher turnover and improved profitability. Government of Kerala had increased the seigniorage on rubber tree very steeply making it uneconomical to fell rubber trees, resulting in tree income coming to a halt from July 2010 onwards. Based on the representations made by the Company and other affected parties, the Government revisited this issue. The seigniorage issue in rubber has been resolved and tree felling commenced from end Feb'' 2011. The Company expects to complete the backlog in rubber tree felling by end Aug'' 2011. Developmental Activities continued to be the thrust area and during the FY10-11 Rs.16.18 cr was spent on replanting and infilling in tea & rubber plantations which have been expensed out. Over a period of 3 years commencing from FY08-09, the Company has spent Rs.34.78 cr. on development activities in the plantations. During FY10-11 additional capacities were created for cenex manufacture in the rubber factories. Your Company''s efforts in improving labour productivity through incentive schemes and reorganised work continued to yield positive results. We believe these investments would give us long term benefits.

Export & Foreign Exchange Outgo

Details of foreign exchange earnings and outgo are set out in item No 13 of the Notes on Accounts.

Directors

Directors Mr. Umang Kanoria & Mr. Ajit Singh Chouhan retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on the Corporate Governance forms part of the Annual Report.

Auditors

The Auditors Messrs Price Waterhouse, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting, and being eligible offer themselves for reappointment.

Cost Audit

Messrs Shome & Banerjee, Cost Accountants, were reappointed to conduct the audit of cost accounting records of the Company for the year under review.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Promoter Group

Pursuant to the intimation from the Promoters, the names of the Promoters and entities constituting ''group'' are disclosed in the Annual Report for the purpose of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Employee Relations

Employee relations remained normal during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels during the year.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is annexed.

Fixed Deposits

As at March 31,2011 no amount of principal or interest was outstanding in respect of fixed deposits. 15 deposits aggregating to Rs 1,73,000 remained unclaimed as on March 31,2011.

Prospects

Plantation business is largely influenced by external factors like weather and volatility of the primary markets. Your company continues to be a strong player in the South Indian Plantation Industry and hopes to grow its operations through processing purchased raw material and trading in both tea and rubber.

The efforts to improve labour productivity should to some extent alleviate the escalating cost of labour - a major concern for all Plantations.

Realisation for both tea and rubber are expected to improve further in view of the Company''s focus on quality for its products coupled with encouraging market outlook for tea and rubber prices in the next twelve months. We expect FY 11-12 to be significantly better in terms of performance, as initiatives started earlier would start making positive contribution.

Directors'' Responsibility Statement

The Directors confirm having:

1. In the preparation of annual accounts for the financial year ended March 31,2011, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures;

2. Selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Prepared the annual accounts on a going concern basis. Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Mumbai Ajit Singh Chouhan Pankaj Kapoor

May 30,2011 Director Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year

ended March 31, 2010.

Financial Results Rs. lacs

Profit before Tax 1,236.10

Provision for Taxation 245.00

Prof it after Tax 991.10

Surplus brought forward from previous year 8,445.30

Profit available for appropriation 9,436.40

Appropriations:

General Reserve 74.33

Proposed Dividend 369.11

Dividend Tax 62.73

Balance Carried Forward 8,930.23



Dividend

Your Directors recommend a dividend of 20 % (Rs.2.00 per fully paid equity share of Rs.10 each.)

Composite Scheme of Arrangement

The Composite Scheme of Arrangement between the Company and its wholly owned subsidiaries has become effective on 31.03.2010 after obtaining all necessary statutory approvals. Pursuant to the Scheme, the Investment Undertaking vesting in the Company has been transferred to the new entity namely Sentinel Tea and Exports Limited (STEL). The shareholders of the Company as on the Record date of September 01, 2010 would be allotted shares of STEL as per the Composite Scheme of Arrangement, i.e., "1 (One) fully paid up equity share of Rs.10 each of STEL shall be issued and allotted for every 1(One) equity share of Rs.10 each held in HML." STEL would be listed in the BSE and NSE and the process for the same is on.

Performance

The Company achieved a turnover of Rs.33,454 lacs for the financial year under review (Previous year - Rs.29,245 lacs). Despite wide fluctuations in the price of Rubber during the year, the average RSS IV price for the industry was Rs.14 per kilo higher than the previous year. The average HML Rubber price was Rs. 127.75 as against Rs. 113.01 of the previous year. Tea industry experienced buoyancy after a long time. During the year, the auction averages registered an upward movement. HML Tea prices in Auction at Rs.85.38 per kilo was higher than Rs.69.27 per kilo of last year. The average price realisation for Tea was Rs.89.01 per kilo (previous year Rs.74.80). Your Company has made substantial progress in Bought Operations in Tea & Rubber which has contributed in improving the capacity utilisation of the factories. This has resulted in higher turnover and improved profitability. Your Companys efforts in improving labour productivity through incentive schemes and reorganised work continued to yield positive results. Your Company has made substantial investments in bringing larger areas under replanting in Rubber and infilling in Tea. Also, substantial improvements were made in upgrading the Tea and Rubber factories resulting in lowering the costs and improving the quality of the products. We believe these investments would give us long term benefits.

Export & Foreign Exchange Outgo Details of foreign exchange earnings and outgo are set out in item No 14 of the Notes on Accounts.

Directors

Directors Mr. Sanjiv Goenka & Mr. Haigreve Khaitan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. S. Samuel resigned from the Board of Directors of the Company on July 19, 2009. The Board wishes to place on record its appreciation for the valuable contribution made by Mr. S. Samuel during his tenure as a Director of the Company.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on the Corporate Governance forms part of the Annual Report.

Auditors

The Auditors Messrs Price Waterhouse, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting, and being eligible offer themselves for reappointment.

Cost Audit

Messrs Shome & Banerjee, Cost Accountants, were reappointed to conduct the Audit of Cost Accounting records of the Company for the year under review.

Information regarding Conservation of Energy etc.

Information required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Employee Relations

Employee relations remained normal during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels during the year.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is annexed.

Fixed Deposits

As at March 31, 2010 deposits amounting to Rs.1,73,000 remained unclaimed.

Prospects

Plantation business is largely influenced by external factors like weather and volatility of the primary markets. Your Company continues to be a strong player in the South Indian Plantation Industry and hopes to grow its operations through processing purchased raw material and trading in both tea and rubber. The efforts to improve labour productivity should to some extent alleviate the escalating cost of labour - a major concern for all Plantations.

Realisation for both tea and rubber are expected to improve further in view of the Companys focus on quality for its products coupled with encouraging market outlook for tea and rubber prices in the next twelve months. Directors Responsibility Statement The Directors confirm having:

1. In the preparation of annual accounts for the financial year ended March 31, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures;

2. Selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Kolkata Ajit Singh Chouhan Pankaj Kapoor

August 30,2010 Director Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2009.

Financial Results Rs. lacs

Profit before Tax 801.24 Provision for Taxation 197.36 Profit after Tax 603.88 Surplus brought forward from previous year 8195.47 Profit available for appropriation 8799.35

Appropriations: General Reserve 30.20 Proposed Dividend 276.81 Dividend Tax 47.04 Balance Carried Forward 8445.30

Dividend

Your Directors recommend a dividend of 15% (Rs.1.50 per fully paid equity share of Rs.10 each).

Performance

The Company achieved a turnover of Rs.29,245 lacs for the financial year under review (Previous year - Rs.20,864 lacs). In spite of wide fluctuations in the price of Rubber during the year, the average RSS IV price for the industry was Rs.10 higher than the previous year. The average HML Rubber price was Rs.113.01 as against Rs.100.47 of the previous year. Tea industry is experiencing a general buoyancy after a long time. During the year, the auction averages registered an upward movement and the trend still continues. HML Tea prices in auction at Rs.69.27 per kilo was higher than Rs,51.13 per kilo of last year. The average price realisation for Tea was Rs.72.44 per kilo (previous year Rs.54.19). During the year there has been an all time increase in the Tea and Rubber wages that has impacted the earnings of the Company. Your Company has made substantial progress in Bought Operations in Tea & Rubber which has contributed in improving the capacity utilisation of the factories. This has resulted in higher turnover and improved profitability. Your Companys efforts in improving labour productivity through incentive schemes and reorganised work continued to yield positive results. Your Company has made substantial investments in bringing strategic improvements like taking up larger areas under replanting in Rubber and infilling in Tea. Also, substantial improvements were made in upgrading the Tea and Rubber factories resulting in lowering the costs and improving the quality of the products. We believe these investments would give us long term benefits.

Export & Foreign Exchange Outgo

Details of foreign exchange earnings and outgo are set out in Item No. 15 of the Notes on Accounts.

Subsidiary Companies

A consolidated financial statement incorporating the operations of the Company and its subsidiary Companies viz., Harrisons Malayalam Financial Services Ltd., Sentinel Tea and Exports Ltd., Harrisons Agro Products Ltd., and Harrisons Rubber Products Ltd. is annexed. The Annual Accounts of the subsidiary Companies are not annexed pursuant to the exemption granted by the Central Government. Copy of the Annual Reports of the subsidiary Companies and the related detailed information can be made available to the members on request. The Accounts of the subsidiary Companies for the year ended March 31, 2009 will also be available for inspection to the members at the Registered Office of the Company.

Directors

Directors Mr. P. K. Chowdhary & Mr. G. Momen retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

During the year Mr. Ajit Singh Chouhan who is a Bachelor of Mechanical Engineering, a qualified Marine Engineer and has a Masters Degree in Business Administration was inducted into the Board as an Additional Director to hold office up to the ensuing Annual General Meeting. He has over 26 years of varied experience working in industries in Engineering, Marine, Telecom and Power in India and overseas. The Company has received a notice in writing from a member signifying his intention to propose the appointment of Mr. Ajit Singh Chouhan as a Director of the Company. Accordingly under special business an Ordinary Resolution is being placed before the shareholders for approval.

Company Secretary

During the year Mr. P. A. Krishnamoorthy resigned as the Company Secretary to take up other assignments in the group. Mr. Ravi A. has been appointed as the Secretary of the Company w.e.f. December 8, 2008.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on the Corporate Governance is given in Annexure to the Annual Report.

Auditors

The Auditors Messrs Price Waterhouse, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting, and being eligible offer themselves for reappointment.

Cost Audit

Messrs Shome & Banerjee, Cost Accountants, were reappointed to conduct the Audit of Cost Accounting records of the Company for the year under review.

Information regarding Conservation of Energy etc.

Information required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Employee Relations

Employee relations remained normal during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels during the year.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is annexed.

Fixed Deposits

As at March 31, 2009 deposits amounting to Rs.2,48,000 remained unclaimed.

Prospects

Plantation business is largely influenced by external factors like weather and volatility of the primary markets. Your Company continues to be a strong player in the South Indian Plantation Industry and hopes to grow its operations through processing purchased raw material and trading in both tea and rubber. The efforts to improve labour productivity should to some extent alleviate the escalating cost of labour - a major concern for all Plantations.

Realisation for both tea and rubber are expected to improve further in view of the Companys focus on quality for its products coupled with encouraging market outlook for tea and rubber prices in the next twelve months.

Directors Responsibility Statement

The Directors confirm having:

1. in the preparation of annual accounts for the financial year ended March 31, 2009, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures;

2. selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Mumbai Ajit Singh Chouhan Pankaj Kapoor May 26,2009 Director Managing Director

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Mar 31, 2008

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2008.

Financial Results

Rs. lacs

Profit before Tax 698.84

Provision for Taxation 81.19

Profit after Tax 617.65

Surplus brought forward from previous year 7932.57

Profit available for appropriation 8550.22

Appropriations:

General Reserve 30.89

Proposed Dividend 276.83

Dividend Tax 47.03

Balance Carried Forward 8195.47

Dividend

Your Directors recommend a dividend of 15% (Rs. 1.50 per equity share of Rs. 10 each)

Performance

During the year under review your Company recorded a turnover of Rs.20864 lacs (Previous year : Rs.20996 lacs). Unremunerative price levels for tea coupled with increase in labour cost had an impact on the profitability for the year. Profit for the year was also affected due to non recognition of tree income in view of the temporary restriction imposed by the Government of Kerala on tree felling. In order to minimise the impact of escalating labour cost and to enhance the labour productivity, the Company has over the period of years rationalised its workforce through various incentive schemes and better agricultural practices. Your Company has made substantial progress in Bought Operations in Tea and Rubber which has contributed in improving the capacity utilisation and turnover.

Tea prices have shown improvement as compared to the preceding year but were unremunerative. Company is exploring new export markets to improve sales realisation and profitability. Your Companys exports have grown substantially during the year 2007-08.

Rubber prices witnessed fluctuating trends during the year 2007-08 like any other commodity prices and touched a peak of Rs.103.55 per kg for RSS IV in March 2008.

Export & Foreign Exchange Outgo

Details of foreign exchange earnings and outgo are set out in item No. 19 of the Notes on Accounts.

Subsidiary Companies

A consolidated financial statement incorporating the operations of the Company and its subsidiary companies viz., Harrisons Malayalam Financial Services Ltd, Sentinel Tea and Exports Ltd, Harrisons Agro Products Ltd and Harrisons Rubber Products Ltd is annexed. The Annual Accounts of the subsidiary companies are not annexed pursuant to the exemption granted by the Central Government. Copy of the Annual Reports of the subsidiary companies and the related detailed information can be made available to the members on request. The Accounts of the subsidiary companies for the year ended March 31, 2008 will also be available to the members for inspection at the Registered Office of the Company.

Directors

Directors Mr.Sanjiv Goenka, Mr.Haigreve Khaitan and Mr.Umang Kanoria retire by rotation at the forthcoming Annual c General Meeting and being eligible offer themselves for reappointment.

Mr.Prabhakar Dev resigned as Managing Director of the Company with effect from 12th April 2008 and Mr.Pankaj Kapoor was appointed as the Managing Director of the Company for a period of five years from 24th April 2008.

It is with deep regret the Board record the demise of Mr.RK.Kurian who was a Director of the Company since 1978. The Company has immensely benefited by his association as Director and Legal Advisor.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on the Corporate Governance is given in the Annexure to the Annual Report.

Auditors

The Auditors Messrs Lovelock & Lewes, Chartered Accountants, Chennai have informed the Company that they are not offering themselves for reappointment at the ensuing Annual General Meeting. The Board wishes to place on record its appreciation for the valuable guidance and professional support provided by Messrs Lovelock & Lewes, Chartered Accountants, Chennai as Statutory Auditors of the Company.

The Company has received a special notice from a member proposing the appointment of Messrs Price Waterhouse, Chartered Accountants, Chennai as the auditors of the Company in place of Messrs Lovelock & Lewes, Chartered Accountants, Chennai. Accordingly an Ordinary Resolution for their appointment is being placed before the shareholders for approval.

Cost Audit

As stipulated by the Central Government and pursuant to Section 233B of the Companies Act 1956, Cost Audit of the records relating to plantation business is carried out from 2005-06 onwards. Messrs Shome & Banerjee, Cost Accountants, Kolkata have been appointed as the Cost Auditors of the Company to carry out the Cost Audit for the year 2007-08.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Employee Relations

Employee relations remained normal during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels during the year.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 Js annexed.

Fixed Deposits

As at March 31, 2008 deposits amounting to Rs.283000 remained unclaimed. Out of these 3 deposits amounting to Rs. 35000 have since been repaid.

Prospects

Plantation business is largely influenced by factors like weather and labour relations. Your company continues to be a strong player in the South Indian Plantation Industry and hopes to grow its operations through processing purchased raw material in addition to improving crop from own plantations through better agricultural practices. The efforts to improve labour productivity should to some extent alleviate the escalating cost of labour - a major concern for all Plantations.

Like other commodities, prospects for both tea and rubber are expected to improve further. Your Company continues to focus on improving the quality of its products. Your Company is taking all efforts to carry out infilling in Tea Plantations and replanting in Rubber Plantations on Accelerated Replanting Programme on a large scale which will give a strategic advantage for the business in future.

Directors Responsibility Statement

The Directors confirm having:

1. Followed in the preparation of annual accounts, the applicable Accounting Standards with proper explanation relating to the material departures;

2. Selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Mumbai P. K. Chowdhary Pankaj Kapoor May 28,2008 Director Managing Director

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Mar 31, 2007

The Directors have pleasure in presenting the Annual Report and Audrted Accounts of the Company for the financial year ended March 31, 2007.

Financial Results Rs. lacs

Profit before Tax 1506.19 Provision for Taxation 95.02 Profit after Tax 1411.17 Surplus brought forward from previous year 6915.38 Profit available for appropriation 8326.55 Appropriations: General Reserve 70.56 Proposed Dividend 276.83 Dividend Tax 46.59 Balance Carried Forward 7932.57

Dividend

Your Directors recommend a dividend of 15 % (Rs. 1.50 per equity share of Rs 10 each)

Performance

The Company achieved an all-time record turnover of Rs. 21046 lacs for the financial year under review, which is 38% higher than Rs. 15268 lacs achieved during the previous year. Prices for both tea and rubber improved over the previous year. Good progress was made in the manufacture of both tea and rubber through bought raw materials which contributed in enhancing the turnover and profits. The Company continues its efforts towards better labour productivity through reorganised work and incentive schemes.

Tea

Tea prices in South India witnessed an upward movement from April 06 and the average price realized for the financial year was Rs. 51.84 per kg as against Rs. 42.38 during the previous year. The disparity between the price realized by the producers and the price paid by the consumer continues to be a major problem faced by the plantation industry. As in the earlier years Surianalle teas continued to fetch the highest price in Cochin Auction. A total quantity of 2864 MT of tea was exported mainly to Russia, U.K., Pakistan and Netherlands.

Rubber

Rubber prices ruled at high levels throughout the year. RSS IV price recorded a high of Rs. 115.00 in May 06 for the financial year and is currently ruling at Rs. 83.50 per kg.

Major Crops

Crop 1.04.2005-31.03.2006 1.04.2006-31.03.2007 Qty in MT Yield in Kgs. Qty in MT Yield in Kgs. per hectare per hectare Tea 15903 2269 16266 2197 Rubber 7545 1393 8977 1299

Includes 3038 MT ( 2251 MT) manufactured out of bought raw material.

Includes 2671 MT ( 146 MT) produced out of bought raw material. Engineering

The Engineering Division registered a turnover of Rs. 1052 lacs as against Rs. 800 lacs in the previous year.The order book position has improved during the year under review and the Division is expected to perform better in terms of turnover and profitability in 2007-08.

Sale of Estate

During the year under review an Agreement for sale of Kaliyar Estate situated in Kodikulam village, Thodupuzha Taluk, Idukki District, Kerala, was entered into with the prospective buyer. Approval of the shareholders under Section 293(1)(a) of the Companies Act, 1956 was obtained through postal ballot. The transaction is, however, not completed.

Export & Foreign Exchange Outgo

During the year under review the Company exported 2864 MT of Tea and 244 MT of Rubber. Details of foreign exchange earnings and outgo are set out in item No 21 of the Notes on Accounts. Subsidiary Companies

A consolidated financial statement incorporating the operations of the Company and its subsidiary companies viz., Harrisons Malayalam Financial Services Ltd, Sentinel Tea and Exports Ltd, Harrisons Agro Products Ltd and Harrisons Rubber Products Ltd is annexed. The Annual Accounts of the subsidiary companies are not annexed pursuant to the exemption granted by the Central Government. Copy of the Annual Reports of the subsidiary companies and the related detailed information can be made available to the members on request. The Accounts of the subsidiary companies for the year ended March 31, 2007 will also be available for inspection to the members at the Registered Office of the Company.

Directors

Directors Mr. P. K. Kurian and Mr. S. Samuel retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. Report on Corporate Governance and Management Discussion & Analysis forms part of this Annual Report.

Auditors

The Auditors Messrs Lovelock & Lewes, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Cost Audit

During the year under review the Central Government has stipulated the Cost Audit of Companys records in respect of Plantation Crops from the financial year 2005-06 onwards. Messrs. Shome & Banerjee, Cost Accountants, Kolkata have been appointed as the Cost Auditors of the Company.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Employee Relations

Employee relations remained normal during the year under review but for an industry-wide strike for one month in May- June 2006 in Rubber plantations. Your Directors place on record their appreciation of the contribution made by employees at all levels during the year.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed.

Notification on wage increase

During the year 2005-06 the Government of Kerala issued a notification enhancing the minimum wages of plantation workers. The notification also provided for an increase in the wage rate for rubber plantation workers with retrospective effect from April 2002. An interim stay has been granted by the Honourable High Court of Kerala on the basis of the petition filed by the Company challenging the notification.

Fixed Deposits

As at March 31, 2007 deposits amounting to Rs. 343000 remained unclaimed. Out of these 7 deposits amounting to Rs. 60000 have since been repaid.

Prospects

Escalating labour cost continues to be a major concern for the Plantation Industry. Your Companys continuous efforts towards improving labour productivity to some extent should alleviate the impact of the higher labour cost on its operations. Your Company, a strong player in the South Indian Plantation Industry, hopes to grow its operation through processing of purchased raw materials in both tea and rubber.

Market outlook continues to be positive for both tea and rubber prices for the next twelve months. Given the Companys focus on quality and productivity , the realisation and profitability is expected to improve further in the future.

Directors Responsibility Statement

The Directors confirm having:

1. Followed in the preparation of annual accounts, the applicable Accounting Standards with proper explanation relating to the material departures;

2. Selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Prepared the annual accounts on a going concern basis. Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

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Mar 31, 2006

Your Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2006.

Financial Results Rs. Lacs

Profit before Tax 7069.38

Provision for Taxation 68.35

Profit after Tax 7001.03

Surplus brought forward from previous year 124.77

Profit available for appropriation 7125.80

Appropriations:

Proposed Dividend 184.54

Dividend Tax 25.88

Balance carried forward 6915.38

Dividend

Your Directors recommend a dividend of 10% (Re.1/- per equity share of Rs.10 each)

Performance

During the year under review, the Company recorded a turnover (including other income) of Rs.15268 lacs. (previous year Rs.14655 lacs). Healthy rubber prices throughout the year under review partly compensated for the significant decline in the price realised for tea. There was further progress in your Companys efforts towards better labour productivity through reorganised work and incentive schemes. Manufacture of both Tea and Rubber through bought raw material contributed towards improving the turnover.

Tea

Tea prices in South India witnessed a decline from April 05 and the average for the financial year was Rs.42.38 per kg-a drop of over Rs.6 per kg from that of the previous year. The disparity between the price realized by the producers and the price paid by the consumer is still to be addressed by the market regulator though there is a widespread acceptance of the issue. As in earlier years, Surianalle teas continued to fetch the highest price in Cochin Auction. A total quantity of 2369 MT of Tea was exported mainly to Russia, Kenya and U.K through the Companys wholly owned subsidiary, Sentinel Tea & Exports Ltd.

Rubber

Rubber prices ruled at high levels throughout the year. RSS IV price recorded a high of Rs.83.75 in March 06 for the financial year and is currently ruling at Rs.90.50 per kg.

Major Crops

Crop 1.04.2004 31.03.2005 1.04.2005 31.03.2006 Qty in MT Yield in Kgs. Qty in MT Yield in Kgs. per hectare per hectare

Tea 14513 2254 15903* 2269

Rubber 8241 1392 7545@ 1393

* Includes 2251 MT (970 MT) of tea manufactured out of bought raw material.

@ Includes 146 MT (108 MT) produced out of bought raw material.

Engineering

The Engineering Division registered a turnover of Rs.800 lacs as against Rs.473 lacs in the previous year. The order book position is healthy and the division is expected to perform better in terms of turnover and profitability in 2006-07. Sale of Estate

Sale of estate properties of the Company during the year includes sale of a Rubber Estate (Cheruvally) admeasuring 916 hectares situated in Erumeli and Manimala villages, Kanjirapally Taluk, Kottayam District, Kerala, as a going concern for a total consideration of Rs.63.00 Crores after obtaining approval of the Shareholders under Section 293(1)(a) of the Companies Act, 1956.

Export & Foreign Exchange Outgo

Most of your Companys exports are channelled through its wholly owned subsidiary Sentinel Tea & Exports Limited. 2369 MT of Tea and 234 MT of Rubber were exported during the year 2005-06.

Details of foreign exchange earnings and outgo are set out in item No.21 of the Notes on Accounts.

Subsidiary Companies

A consolidated financial statement incorporating the operations of the Company and its subsidiary companies viz., Harrisons Malayalam Financial Services Ltd., Sentinel Tea and Exports Ltd., Harrisons Agro Products Ltd. and Harrisons Rubber Products Ltd. is annexed. The Annual Accounts of the subsidiary companies are not annexed pursuant to the exemption granted by the Central Government. Copy of the Annual Reports of the subsidiary companies and the related detailed information will be made available to the members on request. The Accounts of the subsidiary companies for the year ended 31st March, 2006 will also be available for inspection to the members at the Registered Office of the Company.

Directors

Directors Mr P.K.Chowdhary and Mr G.Momen retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. Corporate Governance report forms part of this Annual Report.

Auditors

The Auditors Messrs. Lovelock & Lewes, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Employee Relations

Employee relations remained normal during the year under review but for the 10-day industry-wide strike in June 2005 in both Tea and Rubber plantations. Your Directors place on record their appreciation for the contribution made by employees at all levels during the year.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is annexed.

Notification on wage increase

During the year under review the Government of Kerala issued a notification enhancing the minimum wages of plantation workers. The notification also provided for an increase in the wage rate for rubber plantation workers with retrospective effect from April 2002. An interim stay has been granted by the Honourable High Court of Kerala pursuant to a petition filed by the Association of Planters of Kerala challenging the notification.

Accounts

Main Report:

The Auditors have referred to note nos. 10 & 11 in Schedule 13 of the Accounts. These notes are self-explanatory.

Fixed Deposits

As at March 31, 2006,48 deposits amounting to Rs.3244000 remained unclaimed. Out of these 6 deposits amounting to Rs.81000 have since been repaid.

Prospects

Your Company continues to be a strong player in the South Indian Plantation Industry and hopes to grow its operations through processing of purchased raw material and trading in both tea and rubber. The efforts to improve labour productivity should to some extent alleviate the escalating cost of labour-a major concern for all Plantations.

The issues on the tea market are recognised by all concerned though the problem is yet to be addressed by the Government and the Regulator.

Directors Responsibility Statement

The Directors confirm having:

1. Followed in the preparation of annual accounts, the applicable Accounting Standards with proper explanation relating to the material departures;

2. Selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors Kolkata, P.K. Kurian Prabhakar Dev July 25, 2006 Director Managing Director

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Mar 31, 2005

Our Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the financial year ended 31st March, 2005.

Financial Results Rs. lacs

Profit for the year after providing depreciation and before taxation 4842.69

Less: Provision for Taxation (77.00)

Less: Deficit brought forward from previous year (4430.49)

Profit available for appropriation 335.20

Appropriations

Proposed Dividend 184.55

Dividend Tax 25.88

Balance carried forward 124.77

Dividend

Your Directors recommend a dividend of 10% (Rs. 1/- per equity share of Rs. 10/- each)

Performance

During the year under review, the Company recorded a turnover of Rs. 14655 lacs (Previous Year Rs. 13854 lacs). Healthy rubber prices coupled with cost control measures initiated by the Company and improvement in productivity contributed to the better performance during the year. The incentive schemes introduced in Tea and Rubber in the previous year continued to yield positive results in improving labour productivity.

Tea

Tea prices in South India did not improve to the expected levels during the year but recorded a modest recovery. The disparity between the price realised by the producers and the price paid by the consumer continue to be a major concern for the tea industry. Average price of tea in the auction centres at Cochin, Coimbatore and Coonoor for the period April 2004 to March, 2005 was , Rs. 48.38 per kg (Previous Year: Rs. 39.93). The price realised for tea produced by your Company averaged @ Rs. 51.52 per kg. As in the earlier years, Surianalle teas continued to fetch highest price in Cochin auction. A total quantity of 1286 MT of tea was exported mainly to Russia, Kenya and U.K through the Companys wholly owned subsidiary - Sentinel Tea & Exports Ltd.

Rubber

Steady growth in demand for Rubber ensured good price levels throughout the year. RSS IV price recorded a high of Rs. 67.50 in July, 2004 and is currently ruling at Rs. 69.00 per kg. Centrifuge Latex produced by your Company realised an average price of Rs. 75.07 per kg during the year.

Major Crops

Crop 1.04.2003 1.04.2004 31.03.2004 31.03.2005 * Qty in Yield in Kgs. Qty in Yield in Kgs. MT per hectare MT per hectare

Tea 14657 2417 14513* 2254

Rubber 9131 1445 8241 @ 1392

* Includes 970 MT of tea manufactured out of bought green leaf.

* Includes 108 MT produced out of bought rubber field latex.

Engineering

The Engineering Division registered a turnover of Rs. 473 lacs which was lower than that of the previous year.

Sale of Estate

During the year under review the Company sold one of its Rubber Estates (Boyce) admeasuring 674.16 hectares situated in Kokkayar Village, Peermedu Taluk, Idukki District, Kerala, as a going concern for a total consideration of Rs. 33.30 crores after obtaining approval from the Shareholders under Section 293(1)(a) of the Companies Act 1956.

Exchanges

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued throughout the year with the following Stock Exchanges.

1. The Stock Exchange, Mumbai (BSE)

2. National Stock Exchange of India Ltd., Mumbai (NSE)

3. Cochin Stock Exchange Ltd., Cochin.

Export & Foreign Exchange Outgo

Most of your Companys exports are channelled through its wholly owned subsidiary Sentinel Tea & Exports Limited. The export for the year 2004-05 was 1286 MT (Previous Year 1612 MT).

Details of foreign exchange earnings and outgo are set out in item No.16 of the Notes on Accounts.

Subsidiary Companies

A consolidated financial statement incorporating the operations of the Company and its Subsidiary Companies viz., Harrisons Malayalam Financial Services Ltd., Sentinel Tea and Exports Ltd, Harrisons Agro Products Ltd. and Harrisons Rubber Products Ltd is annexed. During the year Harrisons Universal Flowers Ltd ceased to be a subsidiary of the Company.The Annual Reports of the Subsidiary Companies are not annexed pursuant to the exemption granted by the Central Government. Copy of the Annual Report of the Subsidiary Companies and the related detailed information will be made available to the members on request. The Accounts of the Subsidiary Companies for the year ended 31st March, 2005 will also be available for inspection to the members, at the Registered Office of the Company.

Directors

Directors Mr. Sanjiv Goenka, Mr. H. Khaitan and Mr. Umang Kanoria retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors in its meeting held on 15th June, 2005 has reappointed Mr. Prabhakar Dev as Managing Director of the Company for a further period of 5 years with effect from 27th July, 2005 subject to the approval of shareholders in the ensuing Annual General Meeting.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on the Corporate Governance is given in Annexure to the Annual Report.

Messers Deloitte Haskins & Sells have informed the Company that they are not offering themselves for reappointment at the ensuing Annual General Meeting. The Board wishes to place on record its appreciation of the valuable guidance and professional support provided by Messers Deloitte Haskins & Sells as the Statutory Auditors of the Company.

The Company has received a special notice from a member proposing the appointment of Messers Lovelock & Lewes, Chartered Accountants, Chennai as the Statutary Auditors of the Company in place of Messers Deloitte Haskins & Sells. Accordingly an Ordinary Resolution for their appointment is being placed before the shareholders for their approval.

Informaiion regarding Conservation of Energy etc

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 is annexed.

Employee Relations

Employee relations remained normal during the year under review but for the 11 day industry-wide strike in Rubber Estates and 72 days strike in Tea Estates located inVandiperiyar Group due to break down in law and order in that area.Your Directors place on record their appreciation of the contribution made by employees at all levels during the year.

Accounts Main Report

The Auditors have referred to Note No. 7 in Schedule 12 of the Accounts. These notes are self-explanatory.

Fixed Deposits

As at 31st March, 2005, 52 depositors whose fixed deposits amounting to Rs. 6,06,000 had become due for payment, had not claimed their deposits. Of these 4 deposits amounting to Rs. 80000 have since been repaid.

Announcement of subsidy for orthodox teas by the Central Government and withdrawal of excise duty on tea would favourably impact the tea operations. Rubber Prices are expected to remain firm in the future.

Escalating cost of labour continues to be a major concern for the Plantations. Your Company is working towards further improvement in productivity and quality of the products.

The Directors confirm having :

1. followed in the preparation of Annual Accounts, the applicable Accounting Standards with proper explanation relating to the material departures;

2. selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and tor-preventing and detecting fraud and other irregularities and

4. prepared the annual accounts on a going concern basis.

Your Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors Kolkata S. Samuel Prabhakar Dev 28th July, 2005 Director Managing Director

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Mar 31, 2004

The Board of Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2004.

The Company's financial results are summarised below:

(Rs. Lacs) Profit/(Loss) for the year after providing depreciation and before taxation 522.89 Surplus/(Deficit) brought forward from last year (4953.38) Balance carried to Balance Sheet (4430.49)

During the year under review, the Company recorded a turnover of Rs.13854 lacs (Previous Year: Rs.12204 lacs). Workers in the Mooply Valley rubber estates, who had been on strike from December '02 returned to work in May '03. Tea prices suffered a further decline and remained un-remunerative throughout the year. The Company continued its efforts in controlling costs and improving productivity. The incentive schemes introduced in Tea and Rubber have contributed effectively to improvements in labour productivity. Cost control measures implemented across all areas in the Company have built strength in our operations. Consequently, despite rubber price improvement being more than offset by the decline in the price of tea, the Company made a profit of Rs.522.89 lacs.

Tea

The year saw a substantial drop in exports from South India. There were no shipments to Iraq almost through the year (against an export of 30 million kgs in 2002). As a consequence, substantial surpluses pushed prices to even lower levels and realisations continued to be much below the cost of production. Average price of tea in the auction centres at Cochin, Coimbatore and Coonoor for the period April '03 to March '04 was Rs.39.93 per kg (Previous Year: Rs.42.45).

The price realised for tea produced by your Company averaged at Rs.43.49. Surianalle teas continued to fetch highest price in Cochin auction. A total quantity of 1638 MT of tea was exported mainly to U.K., Russia and Kenya out of which 1612 MT was channelled through the Company's wholly owned subsidiary - Sentinel Tea & Exports Ltd.

Rubber

Good demand for rubber restored realisations to levels not seen in recent years. RSS IV price recorded a high for the year in February - Rs.56.50 per kg. The current level is Rs.67 per kg. Industry expectation of price continues to be positive.

Major Crops

Crop 1.4.2002 - 31.3,2003 1.4.2003 - 31.3.2004 Qty.in MT Yield in kgs. Qty. in MT Yield in kgs. per hectare per hectare

Tea 14080 2298 14657* 2417 Rubber 7373 1156 9131@ 1445

* includes 136 MT of tea manufactured out of bought green leaf. @ includes 182 MT produced out of bought rubber field latex.

Engineering

The Engineering Division registered a turnover of Rs.810 lacs, which was lower than Rs.906 lacs in the previous year. The order book position has improved during the current year.

Scheme of Arrangement/Amalgamation

Following Schemes of Arrangement and Amalgamation drawn up for the overall restructuring of the Company's operations were approved by the Shareholders, Secured Creditors and Unsecured Creditors on 8th and 9th December, 2003 at meetings held as directed by the Honourable High Court of Kerala by its Order dated 21st October, 2003, with the Appointed Date as 1st October, 2002.

1. Scheme of Arrangement providing for the transfer and vesting of the Rubber Undertaking of the Company into CEAT LIMITED pursuant to Sections 391-394 and other relevant provisions of the Companies Act, 1956.

2. Scheme of Amalgamation of the wholly owned subsidiaries of the Company viz., Harrisons Agro Products Ltd., Harrisons Malayalam Financial Services Ltd., and Harrisons Rubber Products Ltd. with the Company.

Company Petitions filed for the approval of the Schemes are pending before the Honourable High Court of Kerala.

Sale of Property

An agreement for the sale of one of the Company's Rubber Estates (Boyce) admeasuring 674.16 hectares situated in Kokkayar Village, Peeramedu Taluk, Idukki District, Kerala, as a going concern for a total consideration of Rs.33.30 crores was executed on 17th October, 2003. Necessary approvals from the Shareholders under Section 293(1)(a) of the Companies Act, 1958 were obtained for the sale through Postal Ballot as stipulated under Section 192A of the Companies Act, 1956. The result of the Postal Ballot was announced in the Head Office on 31st January, 2004. The sale was registered and completed in April 2004.

Listing with Stock Exchanges

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued throughout the year with the following Stock Exchanges:

1. The Stock Exchange, Mumbai (BSE) 2. National Stock Exchange of India Ltd., Mumbai (NSE) 3. Cochin Stock Exchange Ltd., Cochin.

During the year 2003-04, the Company had applied for delisting the equity shares from the following Stock Exchanges:

1. The Bangalore Stock Exchange Ltd., Bangalore 2. The Madras Stock Exchange Ltd., Chennai 3. The Calcutta Stock Exchange Association Ltd., Kolkata.

Export & Foreign Exchange Outgo

Most of your Company's exports are channelled through its wholly owned subsidiary Sentinel Tea & Exports Limited. The export for the year 2003-04 was 1612 MT (Previous Year 2132 MT).

Details of foreign exchange earnings and outgo are set out in item No.17 of the Notes on Accounts.

Subsidiary Companies

A consolidated financial statement incorporating the operations of the Company and its Subsidiary Companies viz ., Harrisons Malayalam Financial Services Ltd., Sentinel Tea and Exports Ltd., Harrisons Agro Products Ltd., Harrisons Rubber Products Ltd. and, Harrisons Universal Flowers Ltd. is annexed.

Directors

Directors Mr. P.K.Kurian and Mr. S. Samuel retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. P.K. Chowdhary and Mr. G. Momen were appointed as Additional Directors w.e.f. 22.09.2003 to hold the office upto the date of the forthcoming Annual General Meeting. They are eligible for re-appointment. Notices under Section 257 of the Companies Act, 1956 have been received from members intending to propose their appointment as Directors of the Company at the Annual General Meeting.

Dr. K.K. Sharma and Mr. A.R. Gandhi resigned from the directorship of the Company during the year. The Board wishes to place on record its appreciation of the valuable contribution made by Dr. K.K, Sharma and Mr. A.R. Gandhi during their tenure of directorship.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is given in the Annexure to the Annual Report.

Auditors

The Auditors, Messrs Deloitte, Haskins and Sells, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Information regarding Conservation of Energy, etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company for the financial year 2003-04.

Employee Relations

The Company enjoyed good relations with all employees through the year. The Company could not have weathered the very hostile environment it has operated in without the determination and hard work of its people. Your Directors wish to place on record their appreciation of the contribution made by employees at all levels during the year.

Auditors' Report

Main Report

The Auditors have referred to Note No.8 in Schedule 12 of the Accounts. These notes are self-explanatory.

Annexure to Auditors' Report

Clause (6): The Company has not invited deposits from the public consequent to the notification dated 28th November, 2001 issued by the Department of Company Affairs. The Company has however renewed deposits amounting to Rs.30.45 lacs during the year without any invitation after filing a statement in lieu of advertisement with Registrar of Companies, Kerala. As on 31.03.04, all fixed deposits matured and claimed have been paid.

Clause (9): Due to liquidity constraints, there were delays in paying certain statutory payments. Wherever applicable, requests made for payment of land tax and plantation tax in instalments, have been allowed by the appropriate authorities. Provident Fund dues have since been paid.

Clause (11): During the year, there were delays in repayment of dues to ICICI Bank Ltd. amounting to Rs.198.24 lacs. The dues have since been paid on 21st April '04 .

Fixed Deposits

As at 31st March, 2004, 85 depositors whose fixed deposits amounting to Rs.973000 had become due for payment, had not claimed their deposits. Of these, 24 deposits amounting to Rs.245000 have since been repaid.

Prospects

The prospects of our main business - Tea and Rubber are largely influenced by external factors like weather and volatility of the primary market The Company's strategy to continue with cost reduction measures and improvement in quality, will help in handling these external changes better.

Tea

Tea availability in the market is well below that of last year. With the revival of exports to Iraq and Iran, it is hoped that there will be an improvement in the tea prices during the current year.

Rubber

The demand for rubber in all the markets world-wide have helped in pushing the rubber prices up. The Indian rubber prices have moved almost in line with the international prices. It is anticipated that demand growth for rubber in bath China and India will continue and that the rubber prices will prevail near current levels.

Directors' Responsibility Statement

The Directors confirm having:

1. followed in the preparation of Annual Accounts, the applicable Accounting Standards with proper explanation relating to the material departures;

2. selected such accounting policies and applied them consistently and made judgements 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 that period;

3. taken proper,and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. prepared the Annual Accounts on a going concern basis.

Acknowledgements

The Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Kolkata P.K. Kurian Prabhakar Dev 29th July, 2004 Director Managing Director

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Mar 31, 2003

The Board of Directors present their Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2003.

The Company's financial results are summarised below:

(Rs. lacs) Profit /(Loss) for the year after providing depreciation and before taxation (991.46) Surplus /(Deficit) brought forward from last year (3961.92) Balance carried to Balance Sheet (4953.38)

During the year under review, the Company achieved a turnover of Rs.12204 lacs (Previous Year: Rs.14314 lacs). The performance was adversely affected due to low tea prices throughout the year and decreased crop levels in both tea and rubber due to labour problems. Rubber crop was affected mainly due to the strike in Mooply Valley Estates from December 02 to May 03. Tea suffered on account of a go-slow in the peak cropping month of May 02 against a proposal for an industry-wide wage reduction. The alternative proposed by the Company - increase in productivity - resulted in a longer agitation in the Wynaad Estates.

Elaborate cost control measures contained the loss for the year at Rs.991 lacs (Previous Year: Rs.1590 lacs). The benefit of better rubber price, unfortunately did not accrue during the year because of the prolonged strike in the Mooply Valley - from mid December 02 to May 03.

Tea

Tea prices in South India ruled much below the cost of production despite lower domestic availability of tea. Average price of tea in Cochin, Coimbatore and Coonoor Auctions for the period April 02 to March 03 was Rs.42.45 per kg ( Previous Year: Rs.43.58). Prices for HML teas, however averaged Rs.49.85 on quality. Teas produced by Surianalle Estate continued to fetch highest price in Cochin Auctions. A total quantity of 2112 MT of tea was exported during the year 2002-03 out of which 1962 MT was channelised through the Company's wholly owned subsidiary M/s. Sentinel Tea & Exports Ltd.

The business made good progress in enhancing labour productivity and controlling costs through the introduction of appropriate incentive schemes and rationalisation of manpower deployment.

Rubber

Rubber prices started recovering in period April 02.The RSS IV price improved steadily and is currently at Rs.48 per kg. It is anticipated that the rubber prices will remain steady throughout the year.

Major Crops

Crop 1.4.2001 - 31.3.2002 1.4.2002 - 31.3.2003 Qty. in Kgs. Yield in Kgs. Qty. in Kgs. Yield in Kgs. per hectre per hectare

Tea 16501734 2616 14080105* 2298 Rubber 7821107 1135 7373405 1156

* includes 285583 kgs of tea manufactured out of green leaf purchased from outside.

Engineering

The Engineering Division registered a profitable turnover of Rs.906 lacs which was lower than Rs.1192 lacs achieved in the previous year. The order book position has improved during the current year and the Division is expected to perform better in terms of turnover and profitability in 2003-04.

Agriculture

Activity during the year was restricted given the volatile nature of this business and the Company's current financial position. The Company has leased out the Aqua Farms to a third party for a period of two years from February 2003.

Research and Development

The Rubber Research and Development Centre has been relocated to Kumbazha Estate during the year for operational convenience and the Division continues to contribute to the Company's operations with the active support of Rubber Research Institute of India.

Scheme of Arrangement/Amalgamation

As a part of the overall restructure of the Company's operations, the following two Schemes were approved by the Board of Directors in the Meeting held on 191" April, '03.

1. A Scheme of Arrangement providing, for the transfer of the Rubber Undertaking of the Company to CEAT LIMITED pursuant to Sections 391-394 and other relevant provisions of the Companies Act, 1956.

2. A Scheme of Amalgamation of the wholly owned subsidiaries of the Company viz., Harrisons Agro-Products Ltd., Harrisons Malayalam Financial Services Ltd., and Harrisons Rubber Products Ltd. with the Company

Necessary applications have been filed with. the High Court of Kerata in respect of the above Schemes.

Listing with Stock Exchanges

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued throughout the year with the following Stock Exchanges:

1. The National Stock Exchange of India Ltd.

2. The Stock Exchange, Mumbai

3. The Bangalore Stock Exchange Ltd.

4. The Calcutta Stock Exchange Association Ltd.

5. The Madras Stock Exchange Ltd.

6. The Cochin Stock Exchange Ltd.

A special resolution seeking the members' approval for delisting ' the Company's Equity Shares from the Stock Exchanges at Kolkata, Chennai, Bangalore and Cochin are included in the Notice convening the 26th Annual General Meeting of the Company.

Export & Foreign Exchange Outgo

Most of your Company's exports are channelised through its wholly owned subsidiary, Sentinel Tea & Exports Limited. The export for the year 2002-03 was 2112.MT (Previous Year: 1496 MT).

Details of foreign exchange earnings and outgo are set out in Item No.18 of the Notes on Accounts.

Subsidiary Companies

During the year under review, Spenpharma Laboratories Lid., Spencer Furniture and Furnishing Ltd., Spencer Information Services Ltd., Vulcan Electricals Ltd., Fiesta Restaurants Ltd., G.F.Kellener & Co. Ltd. and Doon Dooars Plantations Ltd. ceased to be subsidiaries of the Company.

A consolidated financial statement, incorporating the operations of the Company and its subsidiary companies viz., Harrisons Malayalam Financial Services Ltd., Sentinel Tea and Exports Ltd., Harrisons Agro-products Ltd., Harrisons Rubber Products Ltd. and Harrisons Universal Flowers Ltd. is annexed.

Directors

Directors Mr. P.C.D. Nambiar and Mr. Haigreve Khaitan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges in which the Company's shares are listed. A separate report on the Corporate Governance is given in Annexure to the Annual Report .

Auditors

The Auditors, Messrs Deloitte Haskins and Sells, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Information regarding Conservation of Energy, etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

Information as per Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company for the financial year 2002-03.

Employee Relations

There was a prolonged go-slow in the peak production month of May 2002 against an industry proposal to reduce wages. Productivity improvements sought by the Company also resulted in disruptions and workers in the Mooply Valley Estates went on strike from mid December '02. Employee relations elsewhere remained normal during the rest of the year. Your

Directors place on record their appreciation of the contribution made by the employees at all levels during the year.

Auditors' Report

Main Report [Paragraph 4(f)]

The Auditors have referred to Note No.8 in Schedule 12 of Accounts. These notes are self-explanatory.

Annexure to Auditors' Report

i) Clause (12): The Company has not invited deposits from the public consequent to the notification dated 28th November, 2001 issued by Department of Company Affairs. However, it has accepted two deposits received directly without invitation, after filing a Statement in lieu of Advertisement with Registrar of Companies, Kerala.

ii) Clause (16): Due to strain on liquidity, there were delays in disbursement of wages/salaries and consequently delay in remittance of Provident Fund dues during the year under review. The outstanding amount of Rs142.30 lacs as on 31st March, 2003, represents the Provident Fund dues relating to the undisbursed wages/Salaries as on that date which has been since paid.

iii) Clause (17): Due to strain on liquidity, Sales Tax amounting to Rs.77.92 lacs and Plantation Tax of Rs.30.40 lacs remained outstanding as on 31st March, 2003. Efforts are being made to remit the Sales Tax during the year 2003- 04. Plantation Tax is being remitted on the basis of the instalment facility sanctioned by the Revenue Authorities.

Fixed Deposits

As at 31st March, 2003, 159 depositors whose fixed deposits amounting to Rs.47,47,000 had become due for payment, had not claimed their deposits. Of these, 17 deposits amounting to Rs.2,25,000 have since been repaid .

Prospects

The Company's efforts to control its cost and the consequent reduction in its cost base has helped it survive the extended downturn in both rubber and tea. .The prospects for both these businesses are largely dependent on the movement in their markets. We have seen fundamental changes in both and the outlook is as follows.

Tea

Demand both in the domestic and international market is growing. With the introduction of the TMCO 2003, the market seems to respond to economic fundamentals of demand and , supply more readily. The absence of exports to Iraq in the current calendar year, which were at 40 M kgs. last year, has resulted in a drop in prices. We hope that with exports to Iraq likely to resume soon, the volatility seen will be in the other direction' and we will see better prices in the rest of the year. There is every reason to believe that overall for the year, there will be no major change in production over the previous year.

Rubber

The change in the South East Asia economies and the consequent improvement in their currency values have not only improved prices, it has enabled India to become a net exporter of rubber. With the Indian demand growing handsomely, led by the automotive sector, there is every reason to believe that rubber price will remain at remunerative levels. The move by Thailand, Indonesia and Malaysia to form an OPEC-like cartel could improve matters further.

Directors' Responsibility Statement

The Directors confirm having:

1. followed in the preparation of annual accounts, the applicable Accounting Standards with proper explanations relating to the material departures;

2. selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the

financial year and of the profit and loss of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. prepared the annual accounts on a going-concern basis. Acknowledgements

The Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Kolkata P.K. Kurian Prabhakar Dev 29th July, 2003 Director Managing Director

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Mar 31, 2002

The Board of Directors present their Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2002

The Companys financial results are summarised below:

Rs. Lacs

Profit/(Loss) for the year after providing depreciation and before taxation (1590.26)

Surplus/(Deficit) brought forward from last year (2371.66)

Balance carried to Balance Sheet (3961.92)

Further decrease in the price for Tea - declining continuously from 1999 - and the low price for Rubber throughout the financial year (now for the fifth year), affected performance. A reduced Rubber crop on account of unseasonal rains in April and May, strike in Cheruvally Estate from April to September, in Mooply Valley estates in November and the severe dry spell in February and March in the Tea growing areas compounded the adversity negating most of the positive impact of the increased efficiency and cost reduction achieved during the year. Turnover declined by Rs 1788 lacs over 2000-01. The loss was, however, contained at Rs 1590 lacs (Previous Year Rs 1789 lacs) since, the companys cost base has been reduced substantially. Efficiencies have improved in all areas and there are gains in labour productivity.

Tea

Price of South Indian tea continued to be much below cost of production Average Price at the Cochin, Coimbatore and Coonoor Auctions for the period April 2001 to March 2002 was Rs 43.58 per Kg (Previous year Rs 44.89). However HML tea averaged Rs 53.67; Surianalle continued to command the highest price at the Cochin Auction and increased packet tea and export volumes contributed to a higher average. "Surya" was relaunched during the year and has gained a place for itself as an emerging brand in Kerala and Tamil Nadu.

A total quantity of 1496 MT were exported to Russia, the United Arab Emirates, The United Kingdom, Germany and Kenya.

The business made improvements in labour productivity. Excise duty on tea was reduced with effect from 1.03.2002 to Re 1.00 per kilogram.

Rationalistion of the Tea Auction System in line with the recommendations in A. F. Fergusons Report, submitted to Tea Board will, hopefully, further reduce the gap between price realisation and the cost of production.

Rubber

Rubber prices stayed low throughout the year notwithstanding the fixing of a floor price by the Government of India. There was a blip in the month of August when a high of Rs 38.00 per kilogram for the benchmark RSS IV was achieved. This, however, did not sustain and the price hit a low of Rs 25.25 per kilogram in January. Since April 2002, the price in both domestic and international markets has improved.

The Central Government banned duty free import of rubber under the Advance Licence Scheme.

Major Crops

Crop 1.4.2000 - 31.3.2001 1.4.2001 - 31.3.2002 Qty. in Kgs. Yield in Kgs. Qty. in Kgs. Yield in Kgs. per hectre per hectare

Tea 16066050 2454 16501734* 2616

Rubber 9378000 1391 7821107 1135

* includes 969071 kgs of tea manufactured out of greenleaf purchased from outside

@ includes 573748 Kgs of Rubber produced out of Rubber Field Latex purchased from outside

Engineering

The Engineering Division registered a turnover of Rs. 1192 lacs which was lower than Rs. 1366 lacs achieved in the previous year. The performance of the Division in the latter part of the year was better. The Order Book is healthy. During the current year performance of the division is expected to improve further.

Aquaculture

Activity during the year was restricted given the volatile nature of this business and the companys current financial position. Attempts are on to find ways of generating revenue from the assets during the current year.

Research and Development

The Rubber Research and and Development Centre located at Kottayam continued to contribute to the Companys operations with the active support of Rubber Research Institute of India.

Listing with Stock Exchanges

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued throughout the year with the following Stock Exchanges and listing fees due to date have been paid.

1. The National Stock Exchange

2. The Stock Exchange, Mumbai

3. The Bangalore Stock Exchange

4. The Calcutta Stock Exchange Association Ltd

5. The Madras Stock Exchange

6. The Cochin Stock Exchange

Exports & Foreign Exchange Outgo

Most of your companys exports are channelised through its wholly owned subsidiary Sentinel Tea & Exports Limited. The export for the year 2001-02 was 1496 MT.

Details of foreign exchange earnings and outgo are set out in item No. 16 of the Notes on Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read with Section 219(1)(iv) of the Companies Act, 1956, the Directors Report, along with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 2002 of all subsidiaries of your company are annexed.

Directors

Directors Mr. Sanjiv Goenka, Mr. P. K. Kurian and Mr. S. Samuel retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Company Secretary

Mr. Thomas P. Chacko resigned as Company Secretary on 21st June 2001 and Mr. P. A. Krishnamoorthy was appointed as Company Secretary effective that date.

Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate report on the Corporate Governance is given in Annexure to the Annual Report.

Auditors

The Auditors, Messrs Deloitte Haskins and Sells, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report.

During the year no employee was in receipt of remuneration in excess of the limits laid down in Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Employee Relations

There was a strike in Cheruvally Estate (6 months) and Mooply Valley Estates (20 days) during the year. Employee relations elsewhere remained normal during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels during what has been a difficult year for the company and the plantation industry.

Accounts

The Auditors have referred to note no.7 in Schedule 12 of the Accounts. The note is self-explanatory.

Fixed Deposits

As at 31st March, 2002, 160 depositors whose fixed deposits amounting to Rs 20,03,000 had become due for payment, had not claimed their deposits. Of these, 19 deposits amounting to Rs. 1,87,000 have since been repaid.

Prospects

The company has made considerable progress in reducing its cost base. Within the limitations of the price scenario for tea and rubber every effort to improve price realisation on the basis of product mix, premium for quality and servicing of export markets continues. The company hopes to benefit from these initiatives.

Directors Responsibility Statement

The Directors confirm having:

1. followed in the preparation of annual accounts, the applicable accounting standards with proper explanation relating to material departures;

2. selected such accounting policies and applied them consistently and made judgements 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/(loss) of the Company for that period;

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. prepared the annual accounts on a going concern basis. Acknowledgements

The Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Kolkata Kamal K. Sharma Prabhakar Dev 28th October, 2002 Director Managing Director

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Mar 31, 2001

The Board of Directors present their Annual Report and Audited Accounts for the year ended 31st March, 2001.

The Company's financial results are summarised below :

Rs. lacs Profit/(Loss) for the year after providing depreciation and before taxation (1788.51)

Surplus/(Deficit) brought forward from last year (583.15) Balance carried to Balance Sheet (2371.66)

Lower output because of adverse climatic conditions as also the downturn in tea and rubber prices seriously affected turnover and profitability of your company. While the turnover declined by Rs. 16.30 crores, the loss for the year was contained around Rs. 17.89 crores (Previous Year: Rs 15.82 crores) through several economy measures.

Price of South Indian tea continued to decline and hit a low of Rs.38.26 per kg. in November 2000 (Rs. 58.78 per kg. in November 1999). Rubber prices which had shown upward trend at the beginning of the financial year, decreased steadily thereafter and reached Rs 26.00 per kg in March 2001.

The problems of unremunerative tea and rubber prices were further aggravated by the adverse effect of the industrywide wage increase, which was enforced without a commensurate increase in employee productivity.

A series of steps have been taken by your company to face the twin problems of lower price realisation and higher production costs. These steps, it is expected, should lead to some favourable outcome in the current year.

Tea

To offset the negative impact of lower output, there was renewed accent on quality improvement through scientific field practices, as also improved manufacturing techniques. These steps enabled your company to get a toehold in the quality conscious European export markets. Tea exports were 1607 tons (Rs. 11.57 crores) up 133% from 689 tons in the previous year, which fetched Rs.4.35 crores.

Improvements in tea quality also had a favourable impact on auction price leading to an improvement in the company's gardens' prices. Through a rationalisation of packet tea operations the adverse impact of lower volumes and lower price realisation could be partially offset.

To cushion the burden of increased labour cost, several steps were taken to improve productivity both in the field and the factories. The cost cutting measures enabled your company to contain the production cost per kilogram of tea despite the 12% wage hike. There was also an improvement in capacity utilisation by undertaking manufacture of 1263 tons from purchased green leaf.

Your directors are confident that some of the corrective steps taken during the year will produce beneficial results in the coming years.

Rubber

Indian rubber plantation passed through one of its most cheerless phases during the year under review. The unusually heavy rain in the third week of December 2000 led to an early defoliation and affected production of natural rubber during the high cropping period.

In April-May 2000 Indian rubber prices started looking up but lower demand ultimately pushed down prices which reached a disappointing Rs. 26.00 per kg. in March 2001.

Unfortunately, international rubber prices also remained depressed partly on account of the release in the market of over 1,50,000 tons of natural rubber stock held by the now defunct INRO, on the eve of its closure. With the depletion of INRO stock, international rubber prices are now poised to move upwards. Some signs of recovery in domestic rubber price realisation are already visible, with the prices per kg. reaching Rs.35.50 in May this year.

Major Crops

1.4.99-31.3.2000 1.4.00-31.3.2001 Crop

Quantity (kgs) Yield (kgs/Ha) Quantity (kgs) Yield (Kgs/Ha)

Tea 1,73,16,057 2903 1,60,66,050* 2454 Rubber 96,84,775 1402 93,78,000 1391

* includes 1263041 Kgs manufactured out of purchased leaf

Engineering

The Engineering Division registered a turnover of Rs. 13.66 crores which was marginally lower than Rs.14.11 crores achieved in the previous year.

Aquaculture

Harrisons Aquaculture Ltd, which has now been merged with your Company, successfully completed one crop cycle during the year under review.

Research and Development

With the active support of the Rubber Research Institute of India, the Company's R&D Centre and Consultancy Wing at Kottayam developed several value added grades. These new products after successful trials should contribute to the company's profitability.

Listing with Stock Exchanges

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued throughout the year with the following Stock Exchanges and that the listing fees due to date have been paid:

1. The National Stock Exchange 2. The Stock Exchange, Mumbai 3. The Bangalore Stock Exchange 4. The Calcutta Stock Exchange Association Ltd 5. The Madras Stock Exchange 6. The Cochin Stock Exchange

Dematerialisation

The company's shares are now compulsorily traded in the dematerialised form. To facilitate this transition, Intime Spectrum Registry Pvt Ltd, Mumbai has been appointed for providing electronic connectivity with National Securities Depository Ltd and Central Depository Services (India) Ltd. An overwhelming number of shareholders have already taken advantage of the new system and are now holding their shares in dematerialised form.

Export & Foreign Exchange Outgo

Most of your company's exports are channelised through its wholly owned subsidiary Sentinel Tea & Exports Limited. There was a quantum leap of over 166% , total tea exports having gone up to Rs.11.57 crores from Rs. 4.35 crores exported in the previous year.

Details of foreign exchange earnings and outgo are set out in item No.18 of the Notes on Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read with Section 219(1)(iv) of the Companies Act, 1956, the Directors' Report, along with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 2001 of Harrisons Malayalam Financial Services Ltd., Harrisons Agro Products Ltd., Sentinel Tea and Exports Limited, and Harrisons Rubber Products Ltd, all wholly owned subsidiaries of your company and those of other subsidiaries of your company, namely Doon Dooars Plantations Ltd are annexed.

Harrisons Aquaculture Ltd, a former subsidiary of your Company was merged with your company pursuant to the orders passed by the Madras High Court and the Kerala High Court.

Directors

Mr. Prabhakar Dev was appointed Managing Director for a period of five years with effect from 27th July 2000. His appointment and remuneration has been approved by the shareholders at the 23rd Annual General Meeting held on 26th September 2000.

Directors Mr.A.R.Gandhi, Mr.Haigreve Khaitan and Mr.P.C.D. Nambiar retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Manager

Mr. Thomas P. Chacko, who had been appointed as Manager and Secretary with effect from 27th January 2000 resigned as Manager on 27th July 2000 on the appointment of the Managing Director. He, however, continued as Company Secretary.

Corporate Governance

Pursuant to the provisions of the Companies (Amendment) Act, 2000, an Audit Committee comprising the following directors has been formed:

Mr.P.K.Kurian (Chairman) Mr.P.C.D.Nambiar Mr.S.Samuel

Auditors

The Auditors, Messers Deloitte Haskins and Sells, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and information as per Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report.

Employee Relations

Employee relations remained normal during the year under review. Your Directors place on record their appreciation of the contribution made by the employees at all levels during a difficult time.

Accounts

The Auditors have referred to note nos. 6 and 9 in Schedule 12 of the Accounts. These notes are self-explanatory.

Fixed Deposits

As at 31st March, 2001, 178 depositors whose fixed deposits amounting to Rs.19,76,000/- had become due for payment, had not claimed their deposits. Of these, 45 deposits amounting to Rs.10,20,000/- have since been repaid or renewed. Notices have been sent once again to the other 133 depositors requesting their instructions on the deposits.

Prospects

Tea plantations, in South India are passing through a difficult period. While hoping for an improvement in price realisation for both rubber and tea, your Directors are actively exploring opportunities for higher exports.

The management's sharp focus on cost control, higher productivity, quality improvement and higher packaged tea sale should give your company sufficient strength to withstand the current adverse phase and retain its premier position as one of India's leading agri-products Company.

Directors' Responsibility Statement

The Directors confirm that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed.

2. The Directors have selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Acknowledgements

The Directors take this opportunity to thank the Central and State Governments, the Financial Institutions, Banks, Investors, Suppliers, Business Associates, Shareholders and all Customers who continue to repose their trust in the Company.

On behalf of the Board of Directors

Bangalore Kamal K. Sharma Prabhakar Dev 21st June, 2001 Director Managing Director

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Mar 31, 2000

The Board of Directors are pleased to present their Annual Report and Audited Accounts for the year ended 31st March, 2000.

The broad financial results are summarised below :

Rs. lacs

Profit/(Loss) for the year after providing depreciation and before taxation (1582.44)

Add : Surplus brought forward from last year 999.29

Balance carried to Balance Sheet (583.15)

The downturn in Tea and Rubber prices during the year significantly affected both turnover and profitability. Depressed market conditions led to a loss in a year when considerable improvement In productivity of Tea was achieved. Rubber prices during the year were among the lowest in the last decade. Simultaneously, tea prices dropped sharply following the peak that prevailed through 1998.

Tea

Your Company achieved an increase of 13% In yield, in a year when industry productivity In South India remained static at previous year's level. In the past, an overall fall in production had gone in favour of the plantations in terms of higher margins through better price realisations. However, during the year under review, in spite of a sharp fall in all-India production, prices fell both In the North and in the South. The reasons for this were higher carry forward stocks, decline in exports, particularly to the CIS countries and the consequent shift in favour of CTC manufacture.

Following liberalisation of imports, general commodity prices registered a declining trend from November onwards. Imports at concessional duty under SAARC and the special agreement with Sri Lanka, led to further easing of the supply position. The landed cost of Tea from some of these countries is also substantially lower.

Your Company, during a difficult period, maintained the highest standards of product quality. This emphasis helped your Company achieve higher price realisations than the industry average. There was also an improvement in the Company's auction market rankings. With a view to broad basing the markets, your Company also made a foray into NRC teas of the type usually produced in North India.

During the year under review, the Company was further burdened by an additional cost of 12% on account of the recently concluded wage negotiations. To offset these negative pressures, your Company undertook a number of cost control measures, particularly in the useage of fuel for Tea driers and general overheads. An all-out effort is also being made in the current year to increase labour productivity.

With a view to increasing price realisation, your Company has finalised plans to step up branding and promotional activities of loose tea, both at the auctions and in bulk sales.

Rubber

The continued depression in natural rubber prices is weakening the foundations of large organised plantations in the country. At times the prices realised did not even cover manufacturing costs. Your company carried out frequent product mix changes to optimise revenues. Despite difficulties, your Company has retained its leadership among Indian rubber plantations and achieved a yield in excess of 1400 kgs per hectare. With the introduction of high yielding varieties of rubber in large areas, the Rubber division is set to increase production significantly in the coming years.

Your Company also re-established Sole Crepe in the Indian market and is today the only producer of this grade of natural rubber in the country. Efforts are also on to establish niche markets for various grades of Constant Viscosity Rubber.

International rubber prices continue to be lower on account of reverses suffered by the South East Asian economies. However, the downward trend in prices witnessed in the previous year, seems to have halted and prices are in the process of stabilising at marginally higher levels.

Major Crops

Crop 1.4.98 - 31.3.99 1.4.99 - 31.3.2000 Quantity (kgs) Yield (kgs/ha) Quantity (kgs) Yield (Kgs/ha)

Tea 1,52,80,000 2556 1,73,16,057 2903

Rubber 1,00,74,000 1428 96,84,775 1402

Cost of Labour

Ever escalating labour cost, without commensurate increase in productivity, continues to be a cause for concern. It is time all stakeholders in the plantation industry take cognisance of this serious imbalance which can affect the health of the entire plantation industry. A pragmatic approach to link wages with productivity should augur well for all stakeholders, including labour and protect the viability of the industry.

Engineering

Your Company's Engineering Division registered a higher turnover of Rs.14.11 crores compared to Rs.13.08 crores in the previous year.

Research and Development

With the active support of the Rubber Research Institute of India, the Company's Rubber Research and Development Centre and Consultancy Wing successfully conducted a series of scientific trials. Efforts are on to commercialise the findings of these trials, which were aimed at achieving higher productivity levels.

Y2K Preparedness

All computer systems and other equipment in your Company's offices and operating units proved to be Y2K compliant and the roll over to the new millennium was smooth and without any technical failures. As the task was implemented in-house by your Company's integrated EDP Department, the cost of ensuring Y2K compatability was minimal.

Listing with Stock Exchanges

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued throughout the year with the following Stock Exchanges and that the listing fees due to date have been paid :

1. National Stock Exchange of India Ltd.

2. The Stock Exchange, Mumbai

3. Bangalore Stock Exchange Ltd.

4. The Calcutta Stock Exchange Association Ltd

5. The Madras Stock Exchange Ltd.

6. Cochin Stock Exchange Ltd.

With effect from 26th June 2000, institutional investors (FIs, FIIs, Mutual Funds and Banks) and other corporate bodies are required to compulsorily trade in dematerialised form in respect of your Company's shares. Your Company has therefore appointed M/s Intime Spectrum Registry Pvt Ltd, Mumbai as Registrars for electronic connectivity with the National Securities Depository Ltd and the Central Depository Services (India) Ltd.

Export & Foreign Exchange Outgo

The Company's exports continue to be channelled through the wholly-owned subsidiary, Sentinel Tea & Exports Limited. Exports of Tea were, however, down to Rs.4.35 crores (Rs.9.87 crore in the previous year) reflecting the difficult trading environment in the CIS countries. Details regarding Foreign Exchange earnings and outgo are set out in item No.17(d) of the Notes on Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read with Section 219(1)(iv) of the Companies Act, 1956, the Directors' Report, along with the Balance Sheet and Profit & Loss Account for the year ended 31st March 2000 of Harrisons Malayalam Financial Services Ltd., Harrisons Agro Products Ltd, Harrisons Rubber Products Ltd and Sentinel Tea and Exports Limited, all wholly owned subsidiaries of your Company and those of other subsidiaries of your Company, namely Doon Dooars Plantations Ltd. and Harrisons Aquaculture Ltd. are annexed.

Harrisons Universal Flowers Limited ceased to be a subsidiary of your Company during the year under review.

The proposal to amalgamate Harrisons Aquaculture Ltd with your Company is pending in the Madras High Court and at the Kerala High Court. The Directors expect the amalgamation to be approved by the High Courts within a short period.

Directors

Directors Mr.P.K.Kurian, Mr.S.Samuel and Dr.K.K.Sharma retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Manager

Mr.P.Rajagopalan, who had been appointed Manager of the Company In 1997, resigned during the year under review. Mr. Thomas P.Chacko, Company Secretary, was appointed Manager and Secretary of the Company with effect from 27th January 2000.

Auditors

The Auditors, Messrs. Deloitte, Haskins and Sells, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules.1988 and information as per Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report.

Employee Relations

Employee relations remained cordial during the year under review. The Directors place on record their appreciation of the contribution made by employees at all levels during a difficult time.

Accounts

The Auditors have referred to Note no. 5 in Schedule 12 of the Accounts. This note is self-explanatory.

Fixed Deposits

As at 31st March 2000, 142 depositors whose fixed deposits amounting to Rs.20,50,000/- had fallen due for payment, did not claim their deposits. Of these, 32 deposits amounting to Rs. 8,35,000/- have since been repaid or renewed. Notices have been sent once again to the other 110 depositors requesting their instructions on the deposits.

Prospects

Tea prices are expected to remain under pressure for some more time. Rubber prices, however, have shown an upward trend, but this rise is not adequate enough to offset the pressure of increasing cost

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Mar 31, 1999

The Board of Directors are pleased to present their Annual Report Audited Accounts for the year ended 31st March, 1999.

The Company's financial results are summarised below :

Rs. Lacs Profit for the year after providing depreciation and before taxation 1196

Less : Provision for taxation 475

721

Add : Surplus brought forward from last year 739

Profit available for appropriation 1460

Appropriations :

General Reserve 55

The Directors recommend a dividend of 20% on equity shares to all shareholders 366

Corporate Dividend Tax 40

Balance carried to Balance Sheet 999

Although international prices for natural Rubber remained depressed during the year under review, the company achieved an all-time record turnover of Rs. 198.23 crores.

Tea

South Indian production in general declined during the year under review due to adverse weather conditions. Although the company's Tea production also dropped, some creditable achievements of the Tea division deserve mentioning.

During the year the company's teas fetched the highest prices ever, the average prices obtained by the Company being substantially higher than those realised by the South Indian Tea industry as a whole.

The Company's teas continue to fetch the top prices in their respective districts of production, with Surianalle factory getting the highest prices, reflecting the Company's prudence and commitment to quality.

The brand new factory at Achoor, incorporating state-of-the-art technology, is now operating at full capacity. During the year the factory was accorded ISO 9002 certification, the second Tea factory after Surianalle.

The Company's management has undertaken requisite steps to augment productivity in order to address ever-spiralling costs of production.

The CTC factory at Moongalaar has been equipped with modern day systems and the Company is confident that this will result in improvement in the quality of tea produced. With an eye to improving profitability, the company has been increasing its presence in the value-added packet tea markets. A new brand of premium Assam tea has been successfully introduced under the trade name "Spencers". This much needed addition to the range of packaged teas will help the Company to cushion the uncertainties of the commodities market. The turnover from packaged tea crossed Rs. 25.48 crores during the year, making a healthy growth of 15% in a period when the packet tea market showed a declining trend.

Rubber

The company retained its leadership among Indian rubber plantations. Despite unseasonal rains and other adverse conditions, the Rubber division was able to record an increase in crop. The Company also successfully developed and introduced Constant Viscosity Rubber.

However, the set back suffered by South East Asian economies and the resultant drop in international prices, coupled with recession in the Indian economy, led to a considerable drop in the contribution from Rubber. The Company was able to partly cushion the impact of these adverse conditions because of the range and reputation of its products as also the high yield achieved during the year.

Major Crops 1.4.97-31.3.98 1.4.98-31.3.99 Crop Quantity (kgs) Yield (kgs/ha) Quantity (kgs) Yield (Kgs/ha)

Tea 1,79,43,700 3001.00 1,52,80,000 2556

Rubber 99,34,290 1405.24 1,00,74,000 1428

Engineering

The Engineering Division registered a higher turnover of Rs. 13.08 crores compared to the Rs. 12.06 crores achieved in the previous year.

Biotechnology

The Plant Tissue Culture Centre continues to make modest profits.

Research and Development

With the active support and encouragement of the Rubber Research Institute of India, the Company's Rubber Research and Development Centre as also its Consultancy Wing at Kottayam successfully conducted several scientific trials. These should prove beneficial to the Company in the long run.

The Company also pioneered pneumatic and vibratory auto-feed systems in its Tea factories which resulted in significantly better work environment, improved quality and increased output.

Another significant achievement was the rehabilitation of water-logged land. This was achieved by application of innovative drainage technology and this has thrown up interesting possibilities of extension to other areas.

R&D has a crucial and integral role to play in agro-products and it is indeed fortunate that the Company has at its disposal the skill and knowledge of a highly motivated team of researchers to explore new opportunities.

Y2K Compliance

The Company has had its computer systems checked and analysed for Y2K compliance and the Directors are pleased to report that all embedded computer systems of the Company are Y2K compliant, other than Energy Control Systems which is in the process of being certified by the vendor as Y2K compliant.

All the programs that require conversion are being converted to ensure Y2K compliance and this exercise is expected to be completed by October 1999. As the Company has an integrated EDP Department, the conversion is being undertaken in-house. The costs of conversion will, therefore, be minimal.

Export & Foreign Exchange Outgo

The Company's exports continue to be channelled through the wholly-owned subsidiary, Sentinel Tea & Exports Limited. Tea exports at Rs. 9.84 crores were 40% higher than that of the previous year. The details regarding Foreign Exchange earnings and outgo are set out in item No. 17(b) & (d) of the Notes on Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read with Section 219(1)(iv) of the Companies Act, 1956, the Directors' Report, along with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 1999 of Harrisons Malayalam Financial Services Ltd., Harrisons Agro Products Ltd., Harrisons Rubber Products Ltd. and Sentinel Tea and Exports Ltd., all wholly owned subsidiaries of the Company, and those of other subsidiaries of the Company, namely Harrisons Universal Flowers Ltd., Doon Dooars Plantations Ltd., and Harrisons Aquaculture Ltd. are annexed.

The High Court of Kerala has confirmed, pursuant to Section 101 of the Companies Act, 1956 Harrisons Agro Products Ltd's application for reduction of capital.

There is presently a proposal to amalgamate Harrisons Aquaculture Ltd with the company.

Directors

Mr. Sanjiv Goenka, Mr. Haigreve Khaitan and Mr. P.C.D. Nambiar retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Manager

Mr. P. Rajagopalan, who had been appointed as Manager of the Company in 1997, resigned with effect from 3rd May, 1999.

Auditors

The Auditors, Messrs. Deloitte. Haskins and Sells, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Information regarding Conservation of Energy etc.

Information required under section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report.

Employee Relations

Employee relations remained cordial during the year under review. The Directors place on record their appreciation of the valuable contribution made by employees at all levels for their steady performance during the year.

Accounts

The Auditors have referred to note nos. 5 and 9 in Schedule 13 of the Accounts. These notes are self-explanatory.

Fixed Deposits

As at 31st March, 1999, 65 depositors whose fixed deposits amounting to Rs. 6,87,000/- had become due for payment, had not claimed their deposits. Of these, 12 deposits amounting to Rs. 1,91,000/- have since been repaid or renewed. Notices have been sent once again to the other 53 depositors requesting their instructions on the deposits.

Stock Exchanges

The company's shares are listed on the National Stock Exchange and the stock exchanges at Bangalore, Calcutta, Chennai, Cochin and Mumbai. The annual listing fees have been paid promptly and there are no dues.

Prospects

The rubber plantation industry in India is passing through a difficult patch with international prices dropping well below that of earlier years. The Indian industry is also yet to come out fully of the recessionary conditions. The directors are, however, optimistic that with its accent on cost control, higher productivity, quality improvement and expansion of the retail marketing, the Company will successfully withstand the current adverse environment and retain its premier position as one of India's leading agroproducts Companies.

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Mar 31, 1998

The Board of Directors are pleased to present their Annual Report and Audited Accounts for the year ended 31st March, 1998.

The Company's financial results are summarised below :

Rs. lacs Profit for the year after providing depreciation and before taxation 2674

Less : Provision for taxation 1350

1324

Add : Surplus brought forward from last year 319

Profit available for appropriation 1643

Appropriations :

General Reserve 198

Interim Dividend @ 20% 366

The Directors recommend a Final Dividend of 15% on equity shares to all shareholders 275

Corporate Dividend Tax on Dividend 64

Balance carried to Balance Sheet 740

It is a matter of great pride that your company has, in spite of the depressed prices for rubber, achieved an all-time record turnover of Rs. 194.74 crores, which is 28% higher than the Rs. 151.69 crores achieved in the previous year.

Tea

For the first time in the history of the Company, the tea yield crossed the magic figure of 3000 Kgs/Ha. This is a considerable improvement on the previous year's record yield. Total production of Tea at 1,79,43,700 was also higher than the previous year's all-time figure of 1,69,68,110 kgs. by over 9,75,000 kgs. This performance once again proves HML's leadership in the field in introducing innovative agricultural practices at tea gardens and underlines the prudence of timely investment in modern manufacturing techniques at the Tea factories, which the company has been doing for some time.

The Company's teas continue to fetch top prices in their respective districts of production.

A brand new factory, incorporating the latest state-of-the-art technology, has been commissioned at Achoor.

The future for Companies involved in Tea plantations lies in the direct marketing of its products - that is the only way a Company can successfully weather the uncertainties of the commodities market. It is, therefore, encouraging that during the year under review, your Company was able to enhance substantially its presence in the value-added packet tea market with record sales of Rs. 22 crores which were more than double that of the previous year. Volumes went up substantially by 75% - from 14.7 lakh kgs in the previous year to 25.7 lakh kgs in the year under review.

Rubber

The Rubber division was able to record a crop increase of over 6%. But the collapse of the South East Asian economies and the resultant drop in international prices made it a bad year for the division. Under recessionary conditions, the domestic tyre and other rubber goods markets turned sluggish. To make matters worse, the government permitted the import of used tyres. As a result there was a considerable drop in the contribution from Rubber. It was only because of high yield, unmatched product range and enviable product reputation that the Rubber division was able to cushion the impact of adverse business conditions.

Major Crops

Crop 1-4-96 -- 1-4-97 1-4-97 -- 31-3-98 Quantity (kgs) Yield (Kgs./Ha) Quantity (Kgs) Yield (Kgs./Ha.)

Tea 1,69,68,110 2849 1,79,43,700 3001.00

Rubber 93,16,580 1304 99,34,290 1405.24

Engineering

The Engineering Division registered a turnover of Rs. 12.04 crores, which compares with the Rs. 12.06 crores registered in the previous year.

Biotechnology

The Plant Tissue Culture Centre continues to make modest profits.

Research and Development

The Rubber Research and Development Centre and the Consultancy Wing at Kottayam continue to contribute significantly to the Company's operations. With the active support and encouragement of the Rubber Research Institute of India, the Centre successfully conducted several scientific trials which should prove beneficial to the Company's long term operations. R&D has a crucial and integral role to play in today's competitive world and we are fortunate in having the skill and knowledge of a highly motivated team of researchers.

Export & Foreign Exchange Outgo

The Company's exports continue to be channelled through its wholly-owned subsidiary, Sentinel Tea & Exports Limited. Our tea exports for the year registered a figure of Rs. 6.9 crores. The details regarding Foreign Exchange earnings and outgo are set out in item No.17(d) of the Notes on Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read with Section 219 (1)(iv) of the Companies Act, 1956, the Directors' Report, along with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 1998 of Harrisons Malayalam Financial Services Ltd., Harrisons Agro Products Ltd, Harrisons Rubber Products Ltd and Sentinel Tea and Exports Limited, all wholly owned subsidiaries of your Company and those of other subsidiaries of your Company, namely Harrisons Universal Flowers Ltd., Doon Dooars Plantations Ltd., and Harrisons Aquaculture Ltd. are annexed. Harrisons Agro Products Ltd has made an application to the High Court of Kerala pursuant to Section 101 of the Companies Act, 1956, for confirmation of reduction of capital.

Directors

Mr. P. K. Kurian, Mr. A.R. Gandhi and Mr. K.K. Sharma retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Auditors

The Auditors, Messrs. Fraser & Ross, Chartered Accountants retire at the forthcoming Annual General Meeting. The Company has received special notice from a shareholder of his intention to propose, at the forthcoming Annual General Meeting, the appointment Messrs. Deloitte, Haskins and Sells, Chartered Accountants, Chennai, in their stead.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and information as per Section 217(2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report.

Employee Relations

Employee relations remained cordial during the year under review. Normal work on the estates continued with the minimum interruption due to labour problems.

Accounts

The Auditors have referred to note nos. 4 and 9(c) in Schedule 14 of the Accounts. These notes are self-explanatory.

Fixed Deposits

As at 31st March, 1998, 42 depositors whose fixed deposits amounting to Rs. 10,44,000 had become due for payment, had not claimed their deposits. Of these, 9 deposits amounting to Rs. 6,89,000 have since been repaid or renewed. Notices have been sent once again to the other 33 depositors requesting their instructions on the deposits.

Prospects

With the collapse of the currencies of many South East Asian countries, including quite a few major rubber producers, the Indian rubber plantation industry went through a difficult period during the year. It has, however, shown signs of recovery of late. Your directors are, therefore, optimistic about the future. Although Tea prices have come down from the heights registered between May 1997 and March 1998, these are nevertheless remunerative and your directors expect Tea to continue to contribute significantly to HML's profits.

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Mar 31, 1997

The Board of Directors present their Annual Report and Audited Accounts for the year ended 31st March, 1997.

The Company's financial results are summarised below:

Rs. Lacs Profit or the year after providing depreciation and before taxation 1364 Less : Provision for taxation 758 -------- 606 Add : Surplus brought forward from last year 177 -------- Profit available for appropriation 783

Appropriations:

General Reserve 61 Debenture Redemption Reserve - The Directors recommend a dividend of 20% on equity shares to all shareholders 366 Corporate Dividend Tax 37 -------- Balance carried to Balance Sheet 319 -------- --------

In a year of depressed price recovery in both tea and rubber, your Company achieved a turnover of Rs. 150 crores which is marginally lower than the Rs.153 crores achieved in the previous year.

Tea

The Tea Division achieved an yield of 2849 kgs/ha, the highest ever. Tea production also reached the all-time figure of 1,69.68,110 kgs, reflecting the Company's success in introducing innovative agricultural practices in the gardens and investment in modern manufacturing techniques at the factories.

Your Company's tea fetched top prices in their respective districts of production, but in view of the depressed tea prices in general the average price realised was marginally lower at Rs. 40.85 per kg from last year's Rs.41.65 per kg. As a result, the profitability achieved by the Tea division was lower than what was budgeted. The impact of the sluggish market could have been worse had your Company not built dual capacity for making both CTC and orthodox teas. This helped in realising a better price.

An unfortunate fire at Achoor on 1st July 1996 damaged the tea factory, resulting in substantial loss of capacity for a year. A brand new factory, incorporating the latest technology, is coming up at Achoor. This is expected to be ready within a few months.

Efforts to strengthen the company's presence in the value-added packet tea market continued vigorously during the year. With the major thrust in South India and Goa, the Company sold 1.49 million kgs. through direct marketing.

Rubber

Unseasonal rains in December 1996 led to lower production of natural rubber. Severe power crisis and slow growth of the tyre industry led to a dull demand condition, resulting in a sharp drop of rubber prices ranging from 20-30%. Prices of centrifuge latex also dropped for the first time in the last five years. In such a depressed condition, the Company's product range and product reputation came in handy for cushioning the adverse impact.

Major Crops (figure in kgs.)

-------------------------------------------------------------- Quantity Yield per ha. ------------------------------- -------------- Crop 1.4.95 - 1.4.96 1.4.96 - 31.3.97 -------------------------------------------------------------- Tea 1,60.03,000 1,69.68.110 2849 Rubber 96,24,100 93,16.580 1304 --------------------------------------------------------------

Cost of Production

In a market subdued by slackening of demand, productivity should play a major role. It has been your Company's effort to continuously improve production will the support of employees numbering 27000. To successfully meet the pressure of competition, it is essential that a Company has effective control over ever-rising material costs. Establishing a productivity linkage with wage costs is also a must. In the long term interest of plantations in the South, the industry has already appealed to the State Government for a review of its policy in respect of competitive wage fixation.

Certain provisions of the Kerala Agricultural Income Tax enactments do not help the healthy growth of the organised plantation sector in the State. The impact of agricultural income taxation is substantially higher in Kerala compared to rates prevailing in other States and under the Central Income Tax. Your Company has sought the State Government's help to remove some of these problems. If these bottle-necks are removed, the plantation sector should be in a position to contribute more effectively towards the economic growth of the State.

Engineering

The operations of the Engineering Division improved marginally during the year. With a well-coverer order book and a number of profitable on-going projects in hand the outlook of this Division is optimistic.

Biotechnology

The Plant Tissue Culture Centre made a modest profit during the year, following the introduction of some new products. The floriculture project, through the subsidiary Harrisons Universal Flowers Limited, successfully penetrated the attractive flower markets of the UK, Germany, the UAE and Japan. Lack of infrastructural facilities, particularly absence of suitable storage facilities at airports and inadequate international cargo flights, are major impediments to the growth of India's flower exports.

Research and Development

The Rubber Research and Development Centre and the Consultancy Wing at Kottayam successfully conducted several scientific trials with the active assistance of the Rubber Research Institute of India. In today's competitive world, R&D has a strategic role to play in the successful operations of a company like ours. The Research Centre has also started accepting external consultancy work.

Exports & Foreign Exchange Outgo

The Company's exports are being channeled through a wholly-owned subsidiary Sentinel Tea & Exports Limited. In the previous year, an all-time record (Rs. 16 crores) in export was achieved. In a depressed export market this year, exports of tea amounted to 1543 MT, valued at Rs. 9.19 crores. The details regarding Foreign. Exchange earnings and outgo are set out in item no. 15 of the Notes on Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read with Section 219(1)(iv) of the Companies Act, 1956, the Directors' Report, along with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 1997 of Harrisons Malayalam Financial Service Ltd.. Harrisons Agro Products Ltd, Harrisons Rubber Products Ltd and Sentinel Tea and Exports Limited, all wholly owned subsidiaries of your Company and those of other subsidiaries of your Company, namely Harrisons Universal Flower- Ltd., Doon Dooars Plantations Ltd., and Harrisons Aquaculture Ltd. are annexed.

Directors

Mr. Sanjiv Goenka and Mr. P.C.D. Nambiar retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Mr. S. Samuel, who was appointed an Additional Director on his resignation as Managing Director of the Company with effect from 12th February 1997. will continue as a Director till the forthcoming Annual General Meeting. The Company has received a notice from a member of his intention to propose Mr. S. Samuel as a Director whose office is subject to retirement by rotation, at the forthcoming Annual General Meeting.

Auditors

The Auditors, Messrs. Fraser & Ross, Chartered Accountants retire and being eligible offer themselves for reappointment.

Information regarding Conservation of Energy etc.

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and information as per Section 217(2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. as amended from time to time, forms part of this Report.

However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

Employee Relations

Relations between management and employees remained cordial during the year under review. The Directors would like to thank all employees for their contribution during a difficult period.

Accounts

The Auditors have referred to note nos. 4, 8(a) & (b) in Schedule 13 of the Accounts. These notes are self-explanatory.

Fixed Deposits

As at 31st March, 1997. 45 depositors whose fixed deposits amounting to Rs. 9,71,000 had become due for payment, had not claimed their deposits. Of these 16 Deposits, amounting to Rs. 1,26,000 have since been repaid or renewed. Notices have been sent once again to the other 29 depositors requesting their instructions on the deposits.

Prospects

The Indian plantation industry, having gone through a difficult patch shows signs of recovery. There is no reason why companies giving special emphasis on improved technology, higher productivity and lower costs Should not remain competitive and do well at the market places both in India and abroad.

Acknowledgements

The Directors would like to thank the Central and State Governments, the Financial Institution Banks, Investors, suppliers, business associates, shareholders and all customers who unhesitatingly reposed their trust in the Company during the year under review.

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Mar 31, 1996

The Directors are pleased to report a year of successful operations. Your Company has achieved a turnover of Rs. 153 crores and together with its export subsidiary, reached Rs. 170 crores registering a 40% growth in turnover in one year. Your Company has also notched up an impressive Gross Profit of Rs. 28.43 crores and registered a growth of 123% in pre-tax profits over the previous year. The summarised financial results read as follows:

Financial Results: Year ended 31st March 1996

Rs. Lacs

Profit for the year after providing 1641 depreciation and before taxation Less: Provision for taxation 800 ----- 841 Add: Surplus brought forward from last year 61 ----- Profit available for appropriation 902 ----- Appropriations:

General Reserve 85 Debenture Redemption Reserve -- The Directors recommend a dividend of 35% (subject to tax) on equity shares to all shareholders 641 Balance carried to Balance Sheet 176 ----- 902 =====

You would be pleased to know that your company has achieved this record turnover and a quantum increase in profits, despite extreme adversities in the weather pattern during the year and that it has also notched up several significant achievements during the year.

Tea

During the year under review, production of Tea at 1,60,03,000 kgs. was significantly higher by 11% compared to the previous year and is the highest ever in any Financial year. The current yields obtained by your Company are one of the highest in the Industry and yield per hectare of 4000 Kgs achieved by Panniar Tea Estate is a record for the High Range Region, thanks to the continuing efforts of your Company and its employees to adopt innovative agricultural practices and modern manufacturing techniques.

Your Company's commitment to quality and the sustained efforts to improve received the highest recognition for quality when Surianalle Tea Factory was awarded ISO 9002 certification - amongst the first in the Tea industry worldwide. Technological advancement by modernisation of existing Tea factories has been a constant endeavour and coupled with innovative manufacturing techniques, your Company's "marks" have all moved up to take top slots in the auction price realisations with Surianalle Teas having topped the prices at the Cochin auctions on several occasions.

The highlight of your Company's achievements in the Tea business has been the significant growth in Exports. Export volumes of Sentinel Tea and Exports Ltd., a wholly owned subsidiary, engaged solely in Exports, increased by 60% to reach 2327 MT, with a turnover of Rs. 16.22 Cr, an increase of 70%.

As reported last year, your Company has been consolidating its presence in the value added packet tea market in South India and Goa. Direct Tea marketing now accounts for over 3 million kgs of Tea.

The current season augurs well for tea, there being no anticipation of surplus of production over demand. However, exports, particularly to CIS countries, will continue to be the critical factor in maintaining prices, which at present are considerably higher than last year. Tea prices are expected to continue at higher levels compared to the previous year.

Rubber

Rubber crop has also been significantly higher than that of the previous year despite adverse weather conditions which led to an industrywide drop in production. Prior to 1989, the yearly replanting schedules were not uniform. Changes in tapping systems have also been introduced to incorporate the most scientific approach. The company has been able to realise very remunerative prices primarily due to the measures adopted for maximum value addition to latex, as a result of which the profits from Rubber for the year under review has been the highest ever. As the largest producer of natural rubber in India, your Company has been a trendsetter in almost all fields of rubber cultivation and manufacturing leading to products with unmatched quality. The efforts at improving the quality continue to receive the maximum attention and your Company has recently commissioned a factory at Mooply Estate, to manufacture TechnicallySpecified Rubber namely ISNR 5, 10 and 20. Your Company gained the rare distinction of becoming the first and only Natural Rubber producer to obtain the ISO 9002 certification for its Kumbazha Centrifuge Latex Rubber Factory. In this context it is a matter of pride that your Company is the only Company that has achieved ISO 9002 certification in both Tea and Rubber.

Consumption of rubber is growing at a much faster rate than production, both Internationally and domestically. Your Company is a pioneer in a number of Tapping and Cultivation Techniques and is committed to increase yields from year to year.

It is expected that with international prices ruling high, the price of natural rubber in India will remain at these remunerative levels in the foreseeable future.

Major Crops (Figure in kgs.)

------------------------------------------------------------ Quantity Yield per ha. --------------------------------- --------------- Crop 1.4.94 - 31.3.95 1.4.95 - 31.3.96 ------------------------------------------------------------ Tea 1,43,24,699 1,60,03,000 2689 Rubber 79,37,549 96,24,100 1325 ------------------------------------------------------------

Cost of Production

Though the land productivity of your Company has been steadily improving, the uncontrollable increase in material and labour costs is a matter of great concern for the Plantation Industry in general, and particularly for your Company with 27000 employees. The Government's policy in respect of competitive wage fixation in relation to the North Indian plantation industry and neighbouring States, along with productivity linkage is very essential for the survival of the industry. The revision of minimum wage proposed by the State Government is irrational and the Associations' pleas have not been given proper response. If these proposals are given effect to, the viability of the plantation industry in general and the tea plantations in particular is likely to be seriously affected. Further it is our request to the Government to release part of our land held under the Private Forests Act to enable us to increase production of Tea and Rubber. Similar is the attitude of the Government in respect of release of your Company's land for firewood cultivation despite orders passed by the Supreme Court - this is inspite of the fact that the resultant savings on oil and the consequent foreign exchange savings will be substantial. Yet another area which needs review is the Agricultural Income Tax policy of the State Government as regards plantation Companies, which besides being different for small growers and the organised sector, is also substantially higher compared to the rates in force in the other States and Central Income Tax rates, in spite of Plantations being declared as an "Industry". The insistence on the part of the Government to levy a 65% Agricultural Income Tax even for value added products is crippling the industry and preventing plough-back of funds into the industry for expansion and modernisation. We do hope that the Government would address the above issues to provide necessary relief.

Engineering

The performance of the Engineering Division has been good. During the year under review the Engineering Division undertook the major electrification contracts for the GCDA International Stadium in Kochi and completed the job in record time. The order book is well covered for the current year also.

Biotechnology

The Tissue Culture Division has done well in the year under review. The new products Rhododendron and Sugar Cane, have been successful and it is expected that the current year will give an equally good performance.

The Seeds Business has been discontinued.

The Floriculture project through a subsidiary Harrisons Universal Flowers Ltd is progressing reasonably well. New markets have been explored and successful entry has been made in UK, UAE, Japan and Germany. The production is closely monitored and rejection levels nave been brought down to about 5%. However lack of infrastructural facilities at airports and lack of sufficient international cargo flights, are affecting the quality of the flowers during transit. Efforts are being made to sort out these issues.

Research & Development

The Rubber Research and Development Centre and the Consultancy Wing at Kottayam continue to contribute significantly to the operations. It also accepts external consultancy work.

Exports

As briefly mentioned earlier, Exports continue to receive the close attention of your directors. As reported last year, exports are now being channelled through a wholly owned subsidiary, Sentinel Tea and Exports Limited. Your directors are pleased to advise you that during the year under review the company exported an all time record of 2327 MT of tea valued at Rs. 16.22 Crores, more than double that of the previous year.

Management Contracts for Sri Lankan Plantation Companies

Your Company had taken up management contracts for two Companies in Sri Lanka and contributed significantly to improving the agricultural practices and manufacturing processes. One of the Companies has reported encouraging results while the other is fast recovering from past losses. Your Company has not made a bid for the takeover of the Plantation Companies due to various risks perceived which outweighed the gains.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read together with Section 219(1) (iv) of the Companies Act, 1956, the Directors Report along with the Balance Sheet and Profit & Loss Account for the period ended 31st March, 1996 of Harrisons Malayalam Financial Services Ltd. and Sentinel Tea & Exports Ltd. both wholly owned subsidiaries of your company and those of other subsidiaries of your company, namely Harrisons Universal Flowers Ltd., Harrisons Vanderhave Ltd., Doon Dooars Plantations Ltd. and Harrisons Aquaculture Ltd. and its subsidiaries are annexed.

Directors

Pursuant to the provisions of the Companies Act Mr. A.R. Gandhi and Mr. P.K. Khaitan retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment Mr. K.K. Sharma who was appointed as an Additional Director will continue as a Director till the forthcoming Annual General Meeting. Mr. Haigreve Khaitan who was appointed as director in the casual vacancy created by the resignation of Mr. P.K. Khaitan will continue as a director till the date of the forthcoming Annual General Meeting. During the year under review the Board of Directors appointed Mr.K.K.Sharma as an Additional Director. The company has received notices from members of their intention to propose Mr. K.K. Sharma and Mr. Haigreve Khaitan as Directors whose office is subject to retirement by rotation, at the forthcoming Annual General Meeting.

Auditors

The Auditors Messrs Fraser & Ross, Chartered Accountants retire and being eligible offer themselves for reappointment.

Information regarding Conservation of Energy etc. & Employees

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 information as per Section 217(2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time,forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv), the Report and Accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, Cash flow statements and Business Profiles of the subsidiaries and the statement of particulars of employees. Any shareholders interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Secretary for a copy.

Relations between management and employees remained cordial during the year under review.

The Directors would like to thank all employees at all levels for their current performance.

Fixed Deposits

As at 31st March, 1996, 68 depositors whose fixed deposits amounting to Rs. 9,72,000/- had become due for payment had not claimed their deposits. Of this 24 deposits amounting to Rs.1,62,000/- have since been repaid or renewed. Notices have been sent once again to the other 44 depositors requesting their instructions on the deposits.

Prospects

The Directors are optimistic about the prospects of the Company for the year. With several new projects on the anvil and constant efforts to improve productivity, the Company is well set to improve on its performance still further.

Acknowledgments

The Directors thank the Central and State Governments, the Financial Institutions, Banks, investors, suppliers, business associates and all customers who continue to place their trust in the Company.

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Mar 31, 1995

The Directors have pleasure in submitting their Annual Report and Audited Accounts for the year ended 31st March, 1995.

Financial Results Rs. in '000s

Profit for the year after providing depreciation and before taxation 73,504 Less: Provision for taxation 31,500 --------- 42,004 Add: Surplus brought forward from last year 4,431 --------- Profit available for appropriation 46,435 --------- Appropriations:

General Reserve 3,500 Debenture Redemption Reserve 250 The Directors recommend a dividend of 20% (subject to tax) on equity shares to all shareholders 36,600 Balance carried to Balance Sheet 6,085 --------- 46,435 =========

During the year under review, your company achieved a turnover of Rs. 114.67 crores inspite of both production and sales having been affected due to labour agitation for over 2 months on account of bonus dispute. The bonus for 1993/94 was declared by the Management as per the Bonus Act and the allocable surplus. Unfortunately, the workers on the estates took an adamant stand and insisted on the maximum bonus of 20%. As a result, there were protracted labour agitations on the Company's estates from 1st December 1994 to 31st January 1995. The dispute was, however, settled on 30.1.1995 by granting a recoverable advance and referring the matter to adjudication. The go-slow caused a loss in crop compared to the budget by 10.9% for Tea and 30.9% for Rubber. The lower crops led to higher costs and, consequently the Company's profitability has been much lower compared to that of the previous year.

Tea

The performance of the Tea Division during the year under review was significantly lower than what was budgeted, on account of labour disputes as also lower sales prices till the end of November 1994. However, some creditable achievements deserve mentioning. Tea from the new CTC factory at Surianalle Estate fetched the highest price at the Cochin tea auctions. Panniar Estate achieved a record yield of 3644 Kgs per hectare, the highest achieved by any tea estate in India during a calendar year for seedling tea.

With an eye to improving profitability, your Company has been increasing its presence in the value-added packet tea market by launching its packaged products in Tamil Nadu and Goa. Our branded tea already has a reasonable presence in Kerala and Karnataka. The new pack and blend introduced during the year have been successful and sales were up by 40% following the relaunch. In the current tea season, there is an air of expectation, no surplus of production over demand is being apprehended.

With the allocation by the Govt. of India of a substantial amount of money for Tea exports towards debt repayment to Russia, exports of South Indian tea will receive a boost. Your Company with the advantage of flexibility between CTC and Orthodox manufacture should be a major beneficiary.

Rubber

The steep drop in rubber crop on account of the labour agitation eroded the year's budgeted profits. However, the record prices realised during the last quarter of the year together with value addition and the premium fetched on account of superior quality helped your Company to partially offset the impact production loss.

With international prices ruling high, the price of natural rubber in India is expected to remain at a remunerative level.

Major Crops (Figure in kgs.)

------------------------------------------------- Quantity Yield per ha. ------------------------- ------------- Crop 1.4.93 - 31.3.94 1.4.94 - 31.3.95 ------------------------------------------------- Tea 1,60,84,000 1,43,24,699 2,411 Rubber 1,15,66,405 79,37,549 1,069 -------------------------------------------------

Engineering

The Engineering division performed better during the year under review. The order book position is healthy and current year's performance is expected to be satisfactory.

Biotechnology

The Biotechnology division did not fare well during the year under review. Harrisons Vanderhave Limited, a joint venture with the Royal Vanderhave Group of the Netherlands in which your Company has 51% share, was not successful in developing a winning product operations have not therefore proved viable. An exit is, therefore, being considered.

The Floriculture project through a 51% subsidiary of your company is a joint venture with Universal Plants of France. This company, called Harrisons Universal Flowers Limited, went into commercial production in July 1994. Consignments of flowers were exported to auctions at Holland where the reception was satisfactory. However, freight from India to Holland remains a significantly high cost and this adversely affected realisations. The company is introducing new varieties and also plans to develop domestic outlets.

The Tissue Culture project introduced a new product Rhododendron, for which there is confirmed orders from Germany. High yielding sugarcane, another new product, has been developed and launched in the domestic market. Young and potted plants developed by the division made a successful entry in the quality conscious markets of Australia and Denmark.

Research & Development

Your Company's Rubber Research and Development Centre and the Consultancy Wing at Kottayam continued to contribute significantly to operations. Its operations have been broad based for accepting outside work on a consultancy basis.

Exports

Exports received the close attention of your directors. Apart from Tea, which for long has been our traditional export item, we were successful in exporting spices as also non-traditional items such as rubber and tissue culture.

A wholly owned subsidiary - Sentinel Tea & Exports Limited has been set up. All exports are now being channeled through this company.

During the year under review, exports of your company and its subsidiary - Sentinel Tea & Exports Limited amounted to Rs. 12.14 crores as against Rs. 8.12 crores in the previous year.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) of the Companies Act, 1956, the Directors' Report along with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 1995 of Harrisons Malayalam Financial Services Limited and Sentinel Tea & Exports Limited both wholly owned subsidiaries of your Company and Harrisons Universal Flowers Limited and Doon Dooars Plantations Limited, all subsidiaries of your company are annexed. Application is being made to the Central Government pursuant to section 212(8) of the Companies Act, 1956 in respect of Harrisons Vanderhave Ltd. as the accounts could not be finalised. The High Courts of Kerala, Bombay and Calcutta have passed orders approving the merger of Swarnagiri Leasing & Finance Company Limited and Tercel Investments Limited with Hilltop Holdings India Limited and the merger of Venduritty Investments Limited with Jubilee Investments and Industries Ltd. Consequently, these companies are no longer subsidiaries of your company.

Directors

It is with considerable regret that we record the demise of Mr. N.E.K. Openshaw a Director of your company since March, 1991. Mr. Openshaw made valuable contribution to the company's progress during his association with Harrisons Malayalam. Mr. P.K. Khaitan resigned from the Board of Directors of the Company with effect from 10.2.1995. The Board wishes to place on record its appreciation of the valuable service rendered by Mr. Khaitan.

Mr. Haigreve Khaitan was appointed as a Director of the Company on 14.3.1995 in the vacancy created by the resignation of Mr. P.K. Khaitan.

Pursuant to the provisions of the Companies Act, 1956, Mr. Sanjiv Goenka and Mr. P.C.D. Nambiar retire by rotation at the forthcoming Annual General meeting of the Company and are eligible for reappointment.

Auditors

The Auditors Messrs Fraser & Ross, Chartered Accountants retire and being eligible offer themselves for reappointment.

Conservation of Energy & Technology Absorption

Information as per Section 217(1)(e) read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is annexed hereto.

Personnel

The statement of particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Apt, 1956 is annexed.

A three year long-term settlement has been entered into with the staff at the Head Office. Your Directors now look forward to a period of productivity and growth with the full support of all employees.

It is a pity that agitations in the Estates on account of bonus affected the Company's performance during a crucial period. Our thanks go to all those, particularly the management staff who responded splendidly to the situation.

Accounts

The Auditors have referred to Note Nos. 4 & 9 in Schedule 13 of the Accounts. These notes are self-explanatory.

Fixed Deposits

As at 31st March 1995, 37 depositors whose fixed deposits amounting to Rs. 3,11,000/- had become due for payment, did not claim their deposits. Of this, 8 deposits amounting to Rs. 1,07,000/- have since been repaid or renewed. Notices have been sent once again to the 29 depositors and we await their instructions.

Prospects

Your Directors are reasonably confident that the estimated tea crop of 16.7 million kgs. and the rubber crop of 10.9 million kgs. will be achieved and that if the prices of these products maintain their present levels, the profits in the current year should be satisfactory. The adverse effect of increase in wages and input costs calls for higher productivity at all levels. It is a matter of concern that the cost burden will increase further following the long-term wage settlement now under negotiation.

Your Company's aquaculture project at Mayiladuthurai in Tamil nadu is making fast progress and the first phase is likely to be completed soon. The Company is also in an advanced stage of negotiation with overseas collaborators for value-added products.

Acknowledgments

The Directors thank the Central and State Governments, Financial Institutions, Banks, investors, suppliers, business associates and all customers who continue to place their trust in the company.

On behalf of the Board of Directors Sanjiv Goenka S. Samuel Chairman Managing Director 13th June, 1995.

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Mar 31, 1994

The Directors have pleasure in submitting their Annual Report and Audited Accounts for the nine months ended 31st March, 1994.

Financial Results Rs.

Profit for the year after providing depreciation and before taxation 10,03,79,661 Less: Provision for taxation 4,00,00,000 ------------- 6,03,79,661 Add: Surplus brought forward from last year 81,70,133 ------------- 6,85,49,794

Add: Reserves written back 53,97,000 ----------------- Profit available for appropriation 7,39,46,794 ----------------- Appropriations:

General Reserve 66,00,000

Debenture Redemption Reserve 80,00,000

The Directors recommend a dividend of 30% (subject to tax) on equity shares to all shareholders 5,49,16,200

Balance carried to Balance Sheet 44,30,594 ------------- 7,39,46,794 =============

The Directors are pleased to report yet another year of successful operation.

Tea

Favourable weather conditions and optimum inputs resulted in a production of 11.8 million Kgs. of tea for the nine months period from July 1993 to March 1994. Had the production figures for the full twelve months period from April 1993 to March 1994 been taken, it would exceed 16 million Kgs. which is the highest ever. The Company was able to maximize its price realisation due to the flexibility available between Orthodox and CTC type of manufacture.

With higher prices being realised for CTC in 1994, the Company is now in a position to maximize CTC production at high quality levels, as a result of investments made in new CTC factories. While the CTC factory at Surianalle was completed last season, that on Wallardie has started production in 1994.

The outlook for tea in the coming season is uncertain. There is significantly higher production not only in India but also in Sri Lanka and other major Tea producing countries. On the other hand there has been a severe decline in imports from CIS countries and ARE. Other countries like Iran and Iraq have also reduced their off take due to payment problems. As a result Tea prices have gone down.

With the ultimate goal being the maximisation of value added tea in consumer packets your company is striving to increase its presence in the packet tea market. The company's product has been established in Kerala and Karnataka and entry planned for Tamil Nadu and Maharashtra. Efforts are also on to establish exports to non CIS countries. Your company is aware of the importance of this and is moving towards this goal.

Rubber

Your Company has once again established a record yield of 1107 Kg./ha. for the nine months from 1st July 1993 to 31st March 1994. This has been achieved despite unseasonal rains which severely interfered with tapping especially in the months from October to December, the peak cropping months.

The introduction of ISNR-5 equivalent sheet Rubber last season has attracted widespread acceptance in the market and ISNR-CV equivalent has received interested enquiries. India has achieved a near self sufficiency level of production. With entry barriers, particularly import duties, being removed/reduced the country has to be competitive in cost of production and in quality. The move to speciality rubber will help your company in achieving this.

A new cenex machine has been ordered for Kumbazha which should take up the production capacity approximately to 60 lakh Kgs., an increase of 20% over the last season.

On the export front, your company has received many enquiries and approximately 155.5 Mt. has been exported during the period under review. This has largely been made possible because of the reputation your Company enjoys as a producer of quality rubber in the international market.

Major Crops (Figure in kgs.)

For the 9 months 1st July 1993 to 31st March 1994

Tea 1,17,88,000

Rubber 82,55,800

----------------------------------------------------------------------- Quantity Yield per ha. ----------------------------------- --------------- Crop 1.4.92 - 31.3.93 1.4.93 - 31.3.94 ----------------------------------------------------------------------- Tea 1,35,71,000 1,60,84,000 2,705

Rubber 1,03,46,518 1,15,66,405 1,596 ----------------------------------------------------------------------

Engineering

While the turnover for this division has been lower than that of the previous year, fresh orders are in hand and the performance for the current year is expected to be much better.

Biotechnology

The Biotech division took a few firm steps during this period. As you are aware, the seeds activity was taken over by Harrisons Vanderhave Limited, a joint venture with the Royal Vanderhave Group of the Netherlands in which your Company has 51% share. This relationship should bring to the joint venture the benefit of international quality technologies in the seed business. Already some hybrids developed by HVL research team is in the testing stage. The results are very encouraging and it is expected that in the next 1-2 years HVL will have three or four winner products which will help it gain a foothold in the market. Till such time the HVL Management is concentrating its efforts on a commercial approach with strict regulatory controls to ensure that its trading activities do not go out of hand and that cash flow is monitored closely.

The Floriculture project is now a 51% subsidiary of your company and is a joint venture with Universal Plants of France. The company called Harrisons Universal Flowers Limited went into trial production from the end of January 1994. A few consignments of flowers were exported on a trial basis to the auctions at Holland where the acceptance was satisfactory. Freight from India to Holland remains the most significant cost and will affect realisations. The major season in Holland for flowers from outside Europe is October to March and we look forward to our first full participation in this season. Meanwhile the company is developing both domestic and other Asian markets as the report on acceptance is very positive.

The tissue culture project which is a division of your company has taken off with orders from the US and Europe. Quality has been consistently good drawing appreciative comments from customers. During the year, capacity was increased from 2.5 million plantlets to 3.5 million plantlets. The current operations have already achieved 100% capacity utilisation and has started making profits. Further capacity expansion is being planned. In addition the Maharashtra State Agriculture Marketing Board has invited your company to set up a tissue culture project for 5 million plantlets near Pune with land being provided by the State Government at nominal cost. Your company is seriously considering setting up such a plant.

The Biotech division is now looking at a White Button Mushroom project and the plans would be finalised shortly.

Research & Development

The Rubber Research and Development Center and the Consultancy Wing at Kottayam continue to contribute significantly to the operations resulting in improvement in yield, reduction of cost and in the manufacture of value added products. The center now advises the Sri Lankan operations on Rubber and Oil Palm and the Vietnam rubber plantation project. It also accepts outside work on a consultancy basis.

Exports and Foreign Exchange Outgo

Exports continue to receive the close attention of your Directors. During the period under review your company's exports totalled Rs. 570 lakhs. As you are aware, Tea has for long been the traditional item of export for your company. However during the period under review your company has been successful in exporting in addition to spices, non-traditional items such as Rubber, Tissue Culture and Manufactured Engineering items.

The total outgo of foreign exchange, including dividend to overseas shareholders, amounted to Rs. 83.57 lakhs making your company a net foreign exchange earner. Details are set out in item No. 17 of the Notes on the Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read together with Section 219(1)(iv) of the Companies Act, 1956, the Directors' Report along with the Balance Sheet and Profit & Loss Account for the year ended 31st March, 1994 of Swarnagiri Leasing & Finance Co. Ltd., Venduritty Investments Ltd., Tercel Investments Ltd. and Harrisons Malayalam Financial Services Ltd., all wholly owned subsidiaries of the company and Sentinel Tea & Exports Ltd. and Harrisons Universal Flowers Ltd. subsidiaries pursuant to Section 4(1)(c) of the Companies Act, 1956 and Harrisons Vanderhave Ltd. a subsidiary pursuant to Section 4(1)(b)(ii) of the Companies Act, 1956 are annexed where applicable. Of these Swarnagiri and Tercel have applied to the High Court of Kerala for merger with Hilltop Holdings India Pvt. Ltd. and Venduritty for merger with Jubilee Investments & Industries Ltd.

Directors

Pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the company Mr. P.K. Khaitan and Mr. P.K. Kurian retire by rotation at the Seventeenth Annual General Meeting of the company and are eligible for reappointment.

Auditors

The Auditors Messrs Fraser & Ross, Chartered Accountants retire and being eligible offer themselves for reappointment.

Conservation of Energy & Technology Absorption

Information as per Section 217(1)(e) read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is annexed where applicable.

Personnel

The statement of particulars of employees pursuant to the provisions of Section 217(2A) read together with Section 219(1)(iv) of the Companies Act, 1956 is annexed where applicable.

Barring a few minor industrial relations problems on some estates, relations between management and employees re-mained cordial during the year under review.

A three year long term settlement has been entered into with the workers on the estates.

The Directors would like to thank all employees at all levels for their current performance.

Accounts

The Auditors have referred to Note No. 4 in Schedule 13 of the Accounts. These notes are self explanatory.

Fixed Deposits

As at 31st March 1994, 59 depositors whose fixed deposits amounting to Rs. 4,72,000/- had become due for payment had not claimed their deposits. Of this 18 deposits amounting to Rs. 1,68,000/- have since been repaid or renewed. Notices have been sent once again to the 41 depositors requesting their instructions on the deposits.

Prospects

Your Directors are reasonably confident that the estimated tea crop of 16 million kgs. will be maintained. However with the prices being as depressed as they are currently all companies are facing major challenges in maintaining the profit margins. The cost of production is also increasing on account of increase in wages and input material costs. Your company is making its best efforts to maximise sales of value added tea and exports to partly offset the decline of prices in the tea auctions. In rubber, too, your directors expect the estimated production of 11.4 million kgs. to be achieved. Although prices are not under as much pressure as in the case of tea, the increase in cost of production on account of higher wages and input materials would pose a major challenge. The Engineering Division has sizable orders in hand and is expected to do well in the current year. The Tissue Culture Center has reached optimum levels and with the expansion effected and that planned, the center should do well in the current year.

Acknowledgments

The Directors thank the Central and State Governments, Financial Institutions, Banks, investors, suppliers, business associates and all customers who continue to place their trust in the company.

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Jun 30, 1993

The Directors have pleasure in submitting their Annual Report and Audited Accounts for the year ended 30th June, 1993.

Tea

Production of tea at 14.15 million kgs. was up by more than 2% over that of the previous year despite adverse weather conditions in South India resulting in substantially lower crop for the region in 1992. The yield, too, has registered an upward trend with 2367 kgs/ha against 2314 kgs/ha in the previous year.

Shareholders will be pleased to know that a new CTC factory costing Rs.3.1 crores with a capacity of 45,000 kgs. of green leaf per day, has been completed at Surianalle Estate, in addition to the existing factory manufacturing Orthodox Teas. Another CTC factory of similar capacity will shortly be commissioned at Wallardie Estate.

The capacity of the CTC factory at Wentworth has been doubled at a cost of Rs.2.91 crores.

With the above facilities, your company has unequalled flexibility in manufacture of both CTC and Orthodox Teas to meet with any fluctuating requirements of the Tea market, including exports, and gives it a great deal of edge in the market place.

Proneness of our estates in Wynaad and Vandiperiyar districts to drought has been largely overcome by substantial investment on irrigation equipment. In this way your company expects to maximise yields in the dry weather periods when prices are normally at peak levels, to effect qualitative improvement in our Tea and to procure better price realisation and ranking in the batting order at the Tea auctions.

Your directors are pleased to report that both Mountain Mist and Harrisons Gold, the branded packet teas launched by your company, have improved their market shares.

Rubber

Your company retains its leadership among Indian rubber plantations. During the last year, in spite of severe tempest damage in the Venture Valley where 3 of the company's rubber estates are located and the area under tapping being lower than in the previous year and with 1992 having the longest drought, the crop was almost maintained as in the previous year. It is a matter of pride, however, that in spite of these reverses, the company was able to improve still further, albeit marginally, on the yield which once again is the highest ever achieved by the company. It also continues to be the highest average reported by any major plantation company.

In its constant endeavour towards value addition your company has also successfully introduced Indian Standard Natural Rubber - ISNR-5, ISNR-10 and ISNR-CV equivalent in sheet rubber grades in the market. It is also proposing to introduce prevulcanised latex, de-proteinised natural rubber and natural rubber carbon black master batch.

Your company is also looking at down stream projects including rubber wood projects.

An additional Centrifuge bowl has been ordered for the Mooply Centrifuge Latex factory. When installed, this would enhance production of Cenex by over 1,50,000 kgs. per year.

A pilot plant estimated to cost Rs.6 lakhs, using ducted hot air for drying sheet rubber is being put up at Cheruvally. This would bring down the drying time drastically thereby resulting in a better turnover.

Major Crops (Figure in kgs.) --------------------------------------------------------------- Quantity Yield per ha. ---------------------- ------------------ Crop 1991-92 1992-93 1991-92 1992-93 ---------------------------------------------------------------- Tea 1,38,51,700 1,41,53,000 2,314 2,367 Rubber 1,14,67,000 1,14,07,400 1,513 1,515 ----------------------------------------------------------------

Engineering

Your Directors are pleased to advise you that the Engineering Division has registered a turnover of Rs.12.3 crores - its highest to date.

Biotechnology

The operations of the Biotechnology Division located at Bangalore has been restructured.

A new company Harrisons Vanderhave Limited, a joint venture with the Royal Vanderhave Group, Netherlands has been established. This company will carry out the seeds business that had hitherto been carried out by the division.

Another company, Harrisons Universal Flowers Limited, has been established as a 100% export oriented unit for production and export of roses. Poly-houses for cultivation of the flowers under the most ambient conditions have been set up at Hosur, in Tamil Nadu and rose stems from world leaders Universal Plants S.A., Meilland, France, have been imported for planting.

The Directors are pleased to advise you that the Plant Tissue culture Centre at Hosur has commenced commercial production. Additional capacity has been installed at the centre. Your Directors are confident that the long term interests are bright.

Rights Issue

The Company had issued Rights Equity Shares for a total value of Rs.59.15 crores to the existing shareholders in the ratio of 1:1 and at a premium of Rs.55/- per share of Rs.10 each. The issue was oversubscribed and the allotment made on 23rd December 1992.

Research & Development

The Rubber Research and Development Centre and the Consultancy Wing at Kottayam continue to contribute significantly to the operations. The centre now advises the Sri Lankan operations on Rubber and Oil Palm and has also begun to accept outside work on a consultancy basis.

Exports and Foreign Exchange Outgo

Exports continue to receive special attention and your Directors are pleased to report that exports for the year under consideration at Rs.16.02 crores were over 50% higher than those of the previous year, a very commendable achievement indeed.

To augment Exports your company is now concentrating on the export of Tissue Culture products and Spices, in addition to Tea, which has for long been the traditional item of export by the company.

You would no doubt be pleased to know that during the last year your company has been appointed as the sole agent of the Rubber Marketing Federation of Kerala, an apex body of rubber co-operatives and the largest buyer of rubber in the country, for export of their rubber.

The total outgo of foreign exchange, including dividend to overseas shareholders, amounted to Rs.1.35 crores making your company a net foreign exchange earner. Details are set out in item No.18 of the Notes on the Accounts.

Subsidiary Companies

Pursuant to the provisions of Section 212(2) read together with Section 219(1)(iv) of the Companies Act, 1956, the Directors' Report along with the Balance Sheet and Profit & Loss Account for the period ended 31st March, 1993 of Swarnagiri Leasing & Finance Co. Ltd., Venduritty Investments Ltd., Tercel Investments Ltd. and Harrisons Malayalam Financial Services Ltd., all wholly owned subsidiaries of the company and Sentinel Tea & Exports Ltd. and Harrisons Universal Flowers Ltd. subsidiaries pursuant to Section 4(1)(c) of the Companies Act, 1956 are annexed where applicable. Of these Swarnagiri and Tercel are proposed to be merged with Hilltop Holdings India Pvt. Ltd. and Venduritty with Jubilee Investments & Industries Ltd.

Fixed Deposits

As at 30th June, 1993, 121 depositors whose fixed deposits amounting to Rs.8,42,000 had become due for payment had not claimed their deposits. Of this 13 deposits amounting to Rs.94,000 have since been repaid or renewed. Notices have been sent once again to the other 108 depositors requesting their instructions on the deposits.

International Operations

As reported to you last year your company is well on its way in internationalising its operations.

Your company is negotiating with the General Rubber Corporation of Vietnam for establishment of 35,000 ha. rubber plantations and downstream projects in Vietnam. Discussions are at a very advanced stage.

Your Directors are pleased to advise you that the operations of the two companies which have been awarded the contracts for the management of approximately 23000 ha. of Tea, Rubber and Oil Palm in Sri Lanka, and in both of which your company has significant stakes, are progressing very well.

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Jun 30, 1992

The Directors have pleasure in submitting their Annual Report and Audited Accounts for the year ended 30th June, 1992.

TEA : In spite of unprecedented damage on account of frost in the High Range and severe drought in Vandiperiyar, the Company achieved its highest-ever production record in Tea with an output of 13.85 million kgs. in 1992 as against 13.16million kgs. in the previous year. The yield too has improved from 2,198 kgs. per hectare in 1990-91 to 2,314 kgs. per hectare in 1991-92. The high investments made in irrigation facilities and improved agricultural practices have made this possible.

The substantial investments made in improved and enhanced manufacturing facilities have resulted in the prices fetched by your Company's Teas significantly improving its league position at the Tea auctions.

This commendable improvement in performance helped in offsetting, to a great extent, the sharp drop in Tea prices during the year.

The Company has successfully launched its packet tea " Mountain Mist" in kerala, Karnataka and Tamil nadu and "Harrisons Gold" in Karnataka and Tamil Nadu. The initial response from consumers is encouraging.

RUBBER : Although on account of lesser area under tapping in 1991-92 the crop was lower than that of the previous year, Harrisons Malayalam was able to improve still further on its track record of the highest yield per hectare from among the major companies in India with a yield of 1,513 kgs. per hectare during 1991-92 as against 1,500 kgs. per hectare in 1990-91. However, Rubber prices too, particularly Cenex, were not as remunerative as in the previous year.

The Company has successfully developed Speciality Latex used in many high-tech industries.

Major Crops (Figures in kgs.) ----------------------------------------------------------------------- Quantity Yield per Ha. Crop ---------------------------- ----------------------------------------------------------------------- 1990-91 1991-92 1990-91 1991-92 ----------------------------------------------------------------------- Tea 1,31,58,800 1,38,51,700 2,198 2,314 Rubber 1,15,14,900 1,14,67,000 1,500 1,513 -----------------------------------------------------------------------

ENGINEERING : The Engineering Division has fine-tuned its operations further and has maintained its profitability. Fixed expenses have been brought down commensurate with the level of turnover sustained.

BIOTECHNOLOGY : The Biotechnology Division, located at Bangalore, has completed its second full year of commercial operation. An understanding has been reached with Royal Van der Have, Holland, for the production of proprietory seeds. The Company is in the process of acquiring land for Research and Development and a seed farm in Hosur, Tamil Nadu.

A full-fledged Tissue Culture Centre, employing the latest and most up-to-date technology and equipment, has been established at Hosur in a record period of 8 months. The Centre has a capacity of 2 million plants, and the Directors are pleased to advise you that the production for 2 years has already been contracted.

Your Directors are pleased to advise you that an understanding has been reached with Universal Plants, S.A., Meilland, for a Joint Venture Company to produce and export cut flowers.

While most of these activities are currently only at the development stage, your Directors are confident that the long-term prospects are bright.

MODERNISATION AND EXPANSION : To keep abreast of the changing market preference and to meet the additional capacity requirements, the Company is expanding the existing CTC factory at Wentworth, and this is expected to be completed shortly. Construction of a new CTC factory on Upper Surianalle commenced during the year. Once this factory is completed, the Company would have dual production facilities in all its three Tea plantation districts, thus permitting the Company to have the best possible product mix.

RESEARCH & DEVELOPMENT : The Rubber Research & Development Centre established at Kottayam has started contributing significantly to fine tuning of the existing operations. New areas of advanced budding techniques and bio-synthetically engineering increase of Dry Rubber Content at the field level are being experimented with.

A Consultancy Wing has been added to the operations of the R & D Centre.

EXPORTS AND FOREIGN EXCHANGE OUTGO : In addition to the export of the traditional items- Tea and Spices - the Company had made, during the year under review, a trial export shipment of Rubber to the U.K., and the Directors are pleased to report that the quality of the rubber has met the stringent requirements of the international market.

With the break-up of the erstwhile Soviet Union, your Company has entered into agreements for export of Tea to Kazhakhstan, Khirgisthan and Russia and in the last year exported substantial quantities of Tea to Kashakhstan.

Your Directors are pleased to advise you that the export earnings for the year 1991-92 amounted to Rs. 10.61 crores - an increase of 33% over the previous year.

The total outgo of foreign exchange, including dividend to overseas shareholders, amounted to Rs. 1.26 crores, making your Company a net foreign exchange earner.

INTERNATIONAL OPERATIONS : Your Company is now committed to internationalisation of its operations and is already in the process of doing so.

As part of the programme to privatise the erstwhile nationalised plantation industry in Sri Lanka, the Sri Lankan Government had invited bids for management of 22 plantation companies. Your Company had collaborted with two Sri Lankan companies in the bids for management of two of these companies. The Directors are pleased to report that both the bids were successful and that your Company, jointly with the two companies in Sri Lanka, has been awarded the management contracts of two plantation companies comprising, in all, over 23,000 hectares of Tea, Rubber and Oil Palm.

Two managing agency companies have been incorporated for this purpose in Sri Lanka - in both of which your Company will be acquiring substantial stakes.

Your Directors are also pleased to advise you that your Company is actively considering the prospects of establishing a Joint Venture Company for the management of 30,000 hectares of rubber plantations and downstream projects in Vietnam.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION : Information as per Section 217(1) (e) read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto.

PROSPECTS : The Directors are optimistic about the prospects of the Company for the current year - particularly with the new ventures in Sri Lanka and the proposed one in Vietnam.

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Jun 30, 1991

The Directors have pleasure in submitting their Annual Report and Audited Accounts for the year ended 30th June, 1991.

The Directors are pleased to report yet another year of successful operation during which the turnover crossed Rs.100 crores. Several other landmarks were also reached.

Tea Production of tea at 13.16 million kg.was up by more than 1.2 million kg. despite another prolonged drought in Wynaad where more than half the company's tea area is situated. During the year, the highest ever ratio of Made Tea/Tea Worker of 1,131 kg. was achieved. Your Company has been awarded the Symbol of the Soil Association, Bristol, UK for certifying Organic Tea to be produced on Wallardie Estate.

Rubber Harrisons Malayalam achieved the highest production record in Rubber with an output of 11.5 million kg. in 1991 as against 10.8 million kg. in the previous year. The Company also improved its track record of highest yield per hectare in India. The yield of 1,500 kg. per hectare in 1990-91 (9 percent higher than the previous year) is the highest average yield recorded by any plantation company in the country. The Company also initiated production of specialised Low ammoniated Cenex, which is both value-added and environment friendly.

Engineering The reorganisation of the Engineering Division implemented during the previous year has started yielding results. This Division successfully expanded its operations to different parts of the country and registered the highest ever turnover.

Biotechnology The Biotechnology Division located at Bangalore completed its first full year of commercial operations. Twelve production centres have been set up all over the country and four Sales office covering North, South, Central and Western regions have been established. The launch last year of a new range of high yielding branded seeds has been successful with profits in the very first year of operations. Technical collaboration agreements have been entered into with leading firms in Europe for tissue culture, floriculture and hybrid seeds. A R&D Centre for conducting plant breeding programmes is being set up. Your Directors are confident that the long term prospects are bright.

Modernisation and Expansion. In keeping with its policy to give increasing importance to speciality rubber the Company had invested, last year, in a new Cenex factory at Kumbazha. Your Directors are happy to report the successful completion of this factory. With a view to a higher price realisation, the Company has also been working towards a better product mix by shifting from Orthodox tea to CTC. The existing CTC factory at Moongalaar has been modernised and expanded and the factory at Chundale has been converted to CTC, thus enabling the Company to avail of dual production facilities.

Research & Development In order to consolidate its position as the country's undisputed leader in rubber production, the company is setting up a R&D Centre at Kottayam. Some leading experts in the field have been recruited, and the work is well in hand.

Exports and Foreign Exchange Outgo. Exports continue to receive the special attention of your Directors. To augment foreign exchange earnings, the Company is concentrating on the export of spices in addition to its traditional item tea. Export earnings amounted to Rs 7.91 crores, an increase of 4%. With rubber production in the country being insufficient to cater to the needs of Indian industries, there is no scope of earning any foreign exchange on this product. However, it is an import substitute and forms the basis of raw materials for several items of exports, particularly automotive tyres. The company has been awarded the status of an Export House in recognition of it performance. The total outgo of foreign exchange, including dividend to overseas shareholders, amounted to Rs 3.24 crores making your company a net foreign exchange earner. Details are set out in item No. 16 of the Notes on the Accounts.

Projects Your company has acquired over 1,000 acres of land suitable for Tea Cultivation in West Dinajpur, West Bengal. Negotiations are on for purchasing more land.

Properties In order to reflect a true picture of the value of its land, the Company has revalued its land and development on the basis of the fair market value as at 30th June, 1990 as certified by independent Approved Valuers.

Prospects The directors are optimistic about the prospects of the company for the current year. With several new projects on the anvil and constant efforts to improve productivity, the company is well set to improve on is performance still further.