The Members of Harrisons Malayalam Limited
Your Directors have pleasure in presenting the forty-third Annual Report together withthe Audited Financial Statements of the Company for the year financial year ended March31 2020.
Rs in Lakhs
|Particulars ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
| ||Standalone ||Consolidated |
|Revenue from Operations ||38730.04 ||35374.84 ||38730.04 ||35374.84 |
|Other Income ||612.78 ||615.29 ||612.78 ||615.41 |
|Total Income ||39342.82 ||35990.13 ||39342.82 ||35990.25 |
|Profit / (Loss) before Tax ||928.66 ||(2408.95) ||926.25 ||(2409.47) |
|Profit after Tax ||928.66 ||(2408.95) ||926.25 ||(2409.47) |
|Re-measurement of Gains/Losses ||(892.52) ||(103.67) ||(892.52) ||(103.67) |
|Total Comprehensive Income ||36.14 ||(2512.62) ||33.73 ||(2513.14) |
In order to augment the operations affected due to outbreak of covid and lockdown theBoard of Directors have decided to plough back the profits into the system and regret theinability to pay dividend.
2. Transfer to Reserve
During the year under review the Company has not transferred any amount to the Generalreserve.
3. Material Changes and Commitments If Any Affecting the Financial Position ofthe Company
There are no Material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year on March 31 2020 towhich 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.
During the year under review the Company has recorded revenue of Rs 387.30 crores fromits operations as compared to Rs 353.74 crores for the previous year. The total revenueincluding other income for the FY 2019-20 was Rs 393.42 crores as compared to Rs 359.90crores for the previous year. The profit made by the Company for the FY 2019-20 was Rs36.14 Lakhs as compared to the loss of Rs 25.12 crores for the previous year.
The Tea harvested from own gardens during FY 2019-20 is at 10513 MT (9613 MT in the FY2018-19). Bought leaf operations in tea for FY 2019-20 is at 3675 MT (3788 MT in FY2018-19). Together with the bought Operations the total production was 14188 MT ascompared to the total production of 13401 MT in the FY 2018-19. For the year ended March2020 the average price realized per kg of tea was Rs 125.76 as against Rs 125.40 realizedduring the previous year. Tea exported was 4352 MT as against 4431 MT exported last year.
The Rubber harvested from own gardens stood at 5755 MT during FY 2019-20 and is higherthan 4922 MT achieved during FY 2018-19. Bought operations in rubber for the FY 2019-20are at 4199 MT which is lower than the 5127 MT of FY 2018-19. For the year ended March2020 the average price realized per kg of rubber was ` Rs 149.97 as against Rs 144.70realized during the previous year. 140 hectares in Kumbazha Rubber Estate encroached bytrespassers continue to remain untapped.
6. Equity Share Capital
The paid up Equity Share Capital of the Company as on March 31 2020 was Rs 1845.43Lakhs. There was no change in the share capital during the year under review.The equityshares of the Company are listed in the BSE Limited and the National Stock Exchange ofIndia Limited. There was no change in the paid-up capital of the Company during the yearunder review.
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits 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 theprovisions of Section 186 of the Companies Act 2013 during the financial year ended March31 2020.
9. Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo
Information with respect to conservation of energy technology absorption foreignexchange 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. Corporate Governance
A separate report on corporate governance (Annexure C) along with additionalshareholder information (Annexure D) as prescribed under the listing regulations executedwith the stock exchanges is annexed as a part of this report along with the practicingCompany Secretary's Certificate.
11. Subsidiary Companies
As at March 31 2020 the Company has two wholly owned subsidiary companies namelyEnchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL) and have beenconsidered in the consolidation of financial statements. As per sub section (3) of Section129 of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 astatement containing salient features of the financial statements and performance of thecompany's subsidiaries for the year ended March 31 2020 is included as per theprescribed format in this Annual Report. The annual accounts of these subsidiaries areuploaded on the website of the Company at www.harrisonsmalayalam.com. The annual accountsof these subsidiaries and the related detailed information will be made available to anymember of the Company seeking such information at any point of time and are also availablefor inspection by any member at the registered office of the Company. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required andsalient features of subsidiaries are annexed as annexure to the Annual Report in FormAOC-1
12. Consolidated Financial Statements
In accordance with Section 129(3) of the companies Act 2013 and Regulation 34 of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 entered into withthe Stock Exchanges the Consolidated Financial Statements of the Company including thefinancial details of all the subsidiary companies of the Company forms part of thisAnnual Report. The Consolidated Financial Statements have been prepared in accordance withthe Accounting Standards issued by the Institute of Chartered Accountants of India.
13. Directors and Key Managerial Personnel
As on March 31 2020 Mr Venkitraman Anand Mr. Cherian M George WholeTime DirectorsMr. Ravi. A CFO (SBU-A) Mr V. Venugopal Manager of the Company and Mr Binu ThomasCompany Secretary cum Compliance Officer are the Key Managerial Personnel of the Company.
Changes in Key Managerial Personnel
During the year under review Mr.Cherian M George(DIN:07916123) Whole Time Director ofthe Company was appointed as Whole Time Director of the Company vide Postal Ballot andE-voting on April 152019 for a period of three years with effect from February 132019.
Mr. P Rajagopalan (DIN:02817068) Ms.Kusum Dadoo (DIN:06967827) was appointed asIndependent Directors of the Company vide Postal Ballot and E-voting on April 152019 fora period of five years with effect from February 132019 Mr G Momen (DIN:00402662) Mr.JMKothary (DIN:-00015254) was reappointed as Independent Directors of the Company not liableto retire by rotation on expiry of their term on September 30 2019 in the last AnnualGeneral Meeting held on September 6 2019 for a further period of five years with effectfrom October 1 2019.
Mr.Venkitraman Anand (DIN:07446834) was appointed as Whole Time Director for a periodof 3 years with effect from October 12018 by way of Postal Ballot and E-voting onFebruary 1 2019. Mr. Venkitraman Anand retires by rotation at the forthcoming AGM andbeing eligible offers himself for re-appointment.
Mr. Vinayaraghavan Corattiyil (DIN:01053367) was appointed as Additional Director bythe Board at its meeting held on Nov 11 2019 by the Board of Directors under Section 161of the Act and after association type of the Company's article 93 of Articles ofAssociation. Mr. Vinayaraghavan Corattiyil holds office only upto the date of theforthcoming AGM but is eligible for appointment as a director. The directors are of theview that the appointment of Mr. Vinayaraghavan Corattiyil as director will be beneficialto the operations of the Company and hence said resolution is being placed before themembers for their approval.
Details of the proposal of appointment/re-appointment of the afore-mentioned Directorsare mentioned in the Explanatory Statement u/s 102 of the Act in the Notice of the fortythird AGM of the Company.
Mr.Haigreve Khaitan (DIN:00005290) Non Executive independent Director resigned from theBoard with effect from June 12 2019 due to other professional obligation and commitments.He have also confirmed that there is no other material reason other than those provided.
Mr.N Dharmaraj Whole Time Director (DIN:00912004) of the Company was reappointed for aterm of one year from October 1 2018 to September 30 2019 by the Members of the Companyby way of Postal Ballot and E-voting on February 1 2019. His tenure expired on September30 2019. His term ceased on September 30 2019 and was intimated to stock exchanges BSE& NSE.
Mr V. Venugopal was reappointed as Manager of the Company in the last Annual GeneralMeeting held on September 62019 as Manager of the Company w.e.f August 14 2019 toAugust 13 2020.His term was ceased on August 13 2020 and was intimated to stockexchanges BSE & NSE.
Meetings of the Board of Directors
During the year under review 5 meetings of the Board of Directors were held. Thecompany has complied with all the applicable Secretarial Standards.
Statement regarding the opinion of the Board concerning integrity expertise andexperience (including the proficiency) of the independent directors appointed during theyear
In the opinion of the Board Mr. P Rajagopalan (DIN:02817068) Ms Kusum Dadoo(DIN:06967827) Mr. JM Kothary (DIN:-00015254) Mr. G Momen (DIN:00402662) who werere-appointed during the year are persons of integrity and have the relevant expertise andexperience as required under the Nomination and Remuneration Policy of the Company. Suchexpertise and experience help in making informed decisions and guides the Board for theeffective functioning of the Company.
Declaration by Independent Directors
The Independent Directors have submitted their declaration of independence as requiredpursuant 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 independenceas provided in sub-section (6) of Section 149 of the Companies act 2013 and Regulation 16of the Listing Regulations. Further Independent Directors of the Company have alsoconfirmed that they have complied with the Code for Independent Directors prescribed inSchedule IV to the Companies Act 2013.
The Board has carried out an annual evaluation of its own performance the directorsand also committees of the Board based on the guidelines formulated by the Nomination& Remuneration Committee. Board composition quality and timely flow of informationfrequency of meetings and level of participation in discussions were some of theparameters considered during the evaluation process. Further the Independent Directors ofthe Company met once during the year on January 102020 to review the performance of theNon-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 ofintegrity expertise and experience as required to be disclosed under Rule 8(5) (iiia) ofthe 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 hasformulated a policy on remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The policy covers the appointment including criteria fordetermining qualification positive attributes independence and remuneration of itsDirectors Key Managerial Personnel and Senior Management Personnel. The Nomination andRemuneration Policy is annexed as Annexure E to this report.
No Whole-time Directors of the Company receive any remuneration or commission from anyof its subsidiaries;
Non-Executive Independent Directors
The criteria of making payments to non-executive directors can be accessed on thewebsite of the Company at http:// www. harrisonsmalayalam.com
Walker Chandiok & Co LLPKochi Chartered Accountants Chartered Accountants(Firm's Registration No. 001076N/ N500013) were appointed as the Statutory Auditors of theCompany to hold office for a period of five years from the conclusion of the fortiethAnnual General Meeting (AGM). until the conclusion of the forty fifth Annual GeneralMeeting. The said appointment of the Statutory Auditors was required to be ratified atevery Annual General Meeting. However pursuant to the amendment in the proviso to Section139 which has been made effective on May 07 2018 the requirement of ratification ofappointment of Statutory Auditors at every Annual General Meeting has been omitted.However in terms of the amendment to the provisions of Section 139 of the Companies Act2013 notified through the Companies (Amendment) Act 2017 to come into effect from May7 2018 there is no requirement for ratification of the appointment of Auditors everyyear. Accordingly M/s Walker Chandiok & Co LLP Kochi continue to hold office asAuditors of the Company
As prescribed under Section 138 of the Companies Act 2013 the Board appointed M/sSuri & Co for carrying out internal audit of the Company for FY 2019-20. The internalaudit was completed as per the scope defined by the Audit Committee from time to time.
Maintenance of cost records as required by provisions of Companies Act 2013 ismaintained by Company. M/s. Shome & Banerjee Cost Accountants 5A Nurulla DoctorLane (West Range) 2nd Floor Kolkata 700 017 (Firm registration No.000001) wereappointed as cost auditor of the company to conduct audit of the cost records for the FY2019-20. Cost Audit Report and the Compliance Report for the year ended March 31 2020were filed with the Central Government within the due date. Maintenance of cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013 is required by the Company and accordingly such accounts and records are madeand maintained
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 hadappointed M/s. SEP & Associates Practicing Company Secretaries as SecretarialAuditors to conduct Secretarial Audit for the FY 2019-20. The Secretarial Audit Report inForm MR-3 is annexed to this report as Annexure F'.
QUALIFICATION RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS
There is no qualification reservation or adverse remark made by the Statutory or Costor Secretarial Auditors in their Audit Reports issued by them. There were no fraudsreported by the auditors under provisions of the Companies Act 2013;
15. Significant and material Orders passed by the Regulators/Courts if any:
There are no significant or material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.
16. Awards and Achievements
During the year under review Harrisons Malayalam Ltd ranked 4 in India's Bestcompanies to work for in 2020 by Great Place To Work Institute and Economic Times. TheCompany also won the Kerala State Safety Awards 2019 for it Achoor Tea Factory situatedin Wayanad by Department of Factories & Boilers Governement of Kerala. The Companyalso won Environment Health and Safety Awards (EHS) by Confederation of Indian Industry-Southern Region (CII)- for its estates namely Wentworth Lockhart Wallardie &Moongalaar.
During the year under review the Company also won TGLIA-Tea Golden Leaf India Awardsfor its quality teas produced at Upper Surianalle Tea Factory in Munnar Arrapetta TeaFactory Wayanad Wentworth and Lockhart Factories
17. Management Discussion and Analysis
Management Discussion and Analysis in terms of Regulation 34 of SEBI (Listing Agreementand Disclosure Requirements) Regulations 2015 forms a part of this Report and is annexedas Annexure B' to this Report. Key Financial Ratios for the financial year ended31st March 2020 are provided in the management discussion and analysis report given inAnnexure-B' which is annexed hereto and forms a part of the Board's Report.
18. Directors' Responsibility Statement
In terms of clause (c) of sub-section (3) and sub-section (5) of Section 134 of theCompanies Act 2013 the Directors of the Company hereby state and confirm that:
(i) In the preparation of annual accounts for the FY ended March 31 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
(ii) we have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at March 312020 and of the profit for the periodfrom April 1 2019 to March 31 2020;
(iii) we had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) The Directors had prepared the annual accounts for the FY ended March 31 2020 ona going concern basis;
(v) Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof 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 biggestassets. The welfare and wellbeing of workers are monitored closely. Industrial relationsremained cordial throughout the year
20. Internal Control Systems & their Adequacy
Notes on Internal financial control and its adequacy forms part of ManagementDiscussion and Analysis Report.
21. Other Disclosure: Extract of annual return
Extract of annual return as per Section 92 (3) of the Companies Act 2013 and Rulesframed thereunder is attached as annexure G' to this report.
Whistle Blower Policy / Vigil Mechanism
Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 with the StockExchanges the Company has established a Whistle Blower Policy (Vigil Mechanism) to dealwith instances of fraud and mismanagement if any. The policy has been uploaded on theCompany's website https://www.harrisonsmalayalam.com/investor_info.htm
Corporate Social Responsibility
In accordance with Section 135 of the Act and the rules made thereunder the Companyhas formulated a Corporate Social Responsibility Policy. However the company does not haveany three year average profit and hence not required to incur any expenditure on CorporateSocial Responsibility under the provisions of the Act. The members of the Committee areMr. Golam Momen Mr. P Rajagopalan and Mr. C Vinayaraghavan. The details of CSR Committeeis detailed in Corporate Governance Report. The CSR Policy can be accessed at the websiteof the Company at link https://www.harrisonsmalayalam. com/investor_info.htm
Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof 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 forthe purpose did not receive any complaint for redressal during the year and there are nocomplaints which were required to be disposed off or pending as at the end of thefinancial year. Company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
Committees of the Board
Currently the Board has six committees: Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee Corporate Social Responsibility Committeeand the Risk Management Committee. A detailed note on the composition of the Board and itsCommittees is provided in the Corporate Governance Report Section of this Report Therehave been no situations where the Board has not accepted any recommendation of the AuditCommittee.
The Institute of Company Secretaries of India has currently mandated compliance withthe 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 theapplicable Secretarial Standards.
Risk Management is the process of identification assessment and prioritisation ofrisks followed by coordinated efforts to minimise monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximise the realisation ofopportunities.
The Company has adopted a risk management policy in accordance with the provisions ofthe Companies Act 2013 and in terms of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Hence the provisionsof Section 188 of the Act are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no materially significant Related Party Transactions duringthe year under review made by the Company with its Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee for approval.
The Policy on Related Party Transactions duly approved by the Board of Directors of theCompany is posted on the Company's website and may be accessed at the link:https://www.harrisonsmalayalam.com/investor_info.htm
Key Managerial Personnel And Employees
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 is marked as Annexure I' which is annexedhereto and forms a part of the Board's Report.
Business Responsibility Reporting
As required under Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Business Responsibility Report forms part of theDirectors' Report and is enclosed as separate Annexure-H.
The Board wishes to place on record its sincere appreciation for the continuedassistance and support extended to the Company by its customers vendors bankersGovernment authorities and employees.
Your Directors are also grateful for your continued encouragement and support.
| ||On behalf of the Board of Directors |
| ||Venkitraman Anand ||Cherian M. George |
|Place : Kochi ||Whole Time Director ||Whole Time Director |
|Date : August 21 2020 ||(DIN: 07446834) ||(DIN: 07916123) |