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Directors Report of Harrisons Malayalam Ltd.

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 20th Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2010.

1. Financial Results

The income of the Company consisted of dividend income and, the net profit after tax was Rs. 142.79 lacs.

(Rs. Lacs)

Profit before tax 142.79

Provision for taxation

Profit after tax 142.79

Surplus brought forward from the previous year 35.40

Surplus carried to the balance sheet 178.19

2. Dividend

With a view to conserve the resources, your directors have not recommeded any dividend for the year under review.

3. Composite Scheme of Arrangement

The Composite Scheme of Arrangement (the Scheme) between M/s. Harrisons Malayalam Ltd. (HML) and its wholly owned subsidiaries (including the Company) has become effective after obtaining all the necessary statutory approvals. Pursuant to the Scheme, the Investment Undertaking vesting with HML has been transferred to the Company. The shareholders of HML as on the record date of September 1, 2010 were issued and allotted shares of the Company as per the Scheme, i.e., one fully paid up equity share of Rs. 10 each of the Company for every one equity share of Rs. 10 each in HML.

4. Share Capital

Pursuant to the Scheme of Arrangement, the Authorised share capital of the Company was increased to Rs.18,50,00,000/- (Rupees eighteen crores fifty lakhs) consisting of 1,85,00,000 equity shares of Rs.10/- each. Also the existing share capital of Rs.5,00,000/- consisting of 50,000 equity shares of Rs.10/- each stood cancelled.

As per the Scheme, the Company is required to issue and allot to each member of HML whose name is recorded in the Register of Members and the records of the Depository as member of HML on the record date, equity shares of the Company in the ratio of 1 (one) equity share of face value of Rs.10/- each credited as fully paid up for every 1 (one) equity share of Rs.10/- each fully paid up, held by such member in HML.

As a result, the aggregate paid up Equity Share Capital of the Company stands at Rs.18,45,54,050 consisting of 1,84,55,405 fully paid equity shares of Rs.10/-each.

5. Listing with the Stock Exchanges

The Equity Shares of the Company issued and allotted to equity share holders of HML would be listed in the Bombay Stock Exchange Ltd., and National Stock Exchange of India Ltd. The requisite application for getting the shares listed has been submitted to both these Stock exchanges.

6. Fixed Deposits

The Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under.

7. Subsidiary Company

The Company has one subsidiary, i.e., Doon Dooars Plantations Limited, the account of which have been annexed.

8. Directors

Mr. P.N. Ravunni retires by rotation in the forthcoming Annual General meeting and being eligible offers himself for reappointment.

9. Directors Responsibility Statement

The Directors confirm having:

a. followed the applicable Accounting Standards with proper explanation relating to the material departures, in preparation of annual accounts for the financial year ended 31st March, 2010

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

c. Taken proper and sufficient care 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 frauds and other irregularities.

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

10. Auditors

The Auditors M/s. G. Joseph & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting, and being eligible offer themselves for reappointment.

11. As per Section 217(l)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, given below is the additional information.

A. Conservation of Energy: All care is being taken to ensure that the energy consumption is * minimized to the lowest possible levels.

B. Technology Absorption - Nil

C. Foreign Exchange earnings & Outgo - Nil

12. Particulars of Employees

Your company does not have any employee who attract the provisions of Section 217(2A)of The Companies Act, 1956 as amended by the Companies (Amendment) Act, 1988.

13. Acknowledgment

Your directors place on record their appreciation and gratitude for the support and services rendered by the Bankers.

For and on behalf of the Board

Place : Cochin, K.N. Mathew V. Venugopal

Date: September 6,2010. Director Director

 
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