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THE HIGHLAND PRODUCE COMPANY LIMITED

ALAPPUZHA
BOARD OF DIRECTORS
Mr. DILIP THOMAS (Chairman)
Mrs. PRIYALATHA THOMAS
Mr. M.K. KOSHY
Mr. K. SURESH (Managing Director)
Mr. W.D. NELSON
Mr. R. VENUGOPALAN

AUDITORS
Suri & Co.
Chartered Accountants
No.4, Chevaliar Shivaji Ganesan Salai
T.Nagar, Chennai-600 017

BANKERS

Contents

Page No.

Bank of Baroda
The Federal Bank Ltd

Notice to Shareholders

Directors Report

12

Compliance Certificate

16

Auditors Report

22

Balance Sheet

26

Statement of Profit and Loss

27

Cash Flow Statement

28

Notes on Accounts

30

Financial Highlights

52

REGISTRAR & SHARE TRANSFER AGENT


Cameo Corporate Services Limited
Subramanian Building
No.1, Club House Road, Chennai-600 002

REGISTERED OFFICE
W-21/674, Beach Road,
Alappuzha-688 012
Tel: 0477-2243624 Fax: 0477-2243626
Email: avt.alapuzha@gmail.com

THE HIGHLAND
PRODUCE
COMPANY
LIMITED
THE HIGHLAND
PRODUCE
COMPANY
LIMITED,
ALAPPUZHA
Registered Office: W-21/674, Beach Road, Alappuzha-688012
CIN : L01119KL1925PLC000416
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the EIGHTY EIGHTH ANNUAL GENERAL MEETING of the Company will be held at the
Registered Office, at W-21/674, Beach Road, Alappuzha-688 012, at 11.30 A.M. on Friday, the 19th September, 2014
to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2014, the
reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mrs. Priyalatha Thomas , (DIN:00052237) who retires by rotation and being eligible
has offered herself for re-appointment.
3. To appoint a Director in place of Mr. W.D.Nelson , (DIN:00255511) who retires by rotation and being eligible has
offered himself for re-appointment.
4. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:
RESOLVED:That pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies
Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s. Suri & Co, Chartered
Accountants (Registration No. 004283S), be and is hereby re-appointed as Auditors of the Company
to hold office from the conclusion of this Annual General Meeting (AGM) to the conclusion of the 91st
AGM of the Company to be held in the year 2017 (subject to ratification of the appointment by the
members at every AGM), at such remuneration plus service tax, out of pocket and travelling expenses
as may be mutually agreed between the Board of Directors of the Company and the Auditors.
SPECIAL BUSINESS:
5. To consider and, if thought fit to pass, with or without modification(s), the following resolutions as Special Resolutions:
RESOLVED:That consent and / or approval be and is hereby accorded by the shareholders , pursuant to the
provisions of Section 197 and other applicable provisions, if any, of The Companies Act, 2013, read
together with Section II in Part II of Schedule V of the said Act, (including any statutory modifications
and/or re-enactments thereof for the time being in force), the payment of remuneration to Mr.K.Suresh,
in consideration of the performance of his duties as Managing Director of the Company , be and is
hereby revised during the tenure with effect from 1st June, 2014 to 31st May, 2017, and remunerated
without entitlement to sitting fees, notwithstanding the fact that , the said Mr.K.Suresh is also appointed
as the Joint Managing Director of The Rajagiri Rubber & Produce Company Limited with effect from
7.8.2014 and paid by way of monthly salary and allowances, perquisites and/or benefits as may be
determined by the Board and/or Remuneration Committee thereof within the monetary ceiling limit
not exceeding Rs.3,50,000/- (Rupees Three lakhs fifty thousand only) per month as prescribed in
Paragraph (A) in Section II in Part II of Schedule V of the Companies Act, 2013 or such other sum as
may be statutorily applicable from time to time within the higher maximum limit admissible from any of
the two companies as applicable and prescribed in paragraph (A) in Section II in Part II of the said
Schedule, read together with Section V in Part II of the said Schedule computed with reference to
Effective Capital of the two Companies as prescribed therein and notwithstanding the fact that the
Company has no profits and/or its profits are inadequate in any financial year and the above remuneration
be shared by this Company with the The Rajagiri Rubber & Produce Company Limited in the
2

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


proportion at 60% and 40% respectively and/or such other proportion as may be decided from time
to time by the Board of Directors/Remuneration Committee of this Company and The Rajagiri Rubber
& Produce Co. Ltd., during the tenure of his office from 1st June, 2014 and ending on 31st May, 2017.
RESOLVED FURTHER:That Mr.K.Suresh shall be paid the following remuneration during the tenure from
1st June, 2014 to 31st May, 2017 by this Company to be shared with The Rajagiri Rubber & Produce
Company Limited in the proportion at 60% and 40% respectively and /or such other proportion as
may be decided from time to time by the Board of Directors/Remuneration Committee of this Company
and The Rajagiri Rubber & Produce Co. Ltd.
1) Basic Salary from 1st June,2014 : R.2.60,000/- (Rupees Two lakhs sixty thousand only ) per month.
2) Allowances towards Companys Leased Accommodation, Expenditure on Leave Travel Allowance , Attendants
salary , Expenditure on Medical for self and family as per the Rules of the Company as are in force from time to
time, personal accident insurance premia etc. whether payable monthly or otherwise, subject to maximum limit
of Rs.10,80,000/-(Rupees Ten lakhs eighty thousand only) in any financial year and subject further to the allowances,
being interchangeable to monthly salary as may be decided from time to time by the Board and/or Remuneration
Committee thereof.
3) Perquisites and other benefits, which shall not be included and/or considered as remuneration for purpose of
calculating the ceiling limit, specified by the statute from time to time, in Section IV of Part II of Schedule V to
The Companies Act, 2013.
a) Contribution to Provident Fund at 12% (Twelve Percent) of the monthly salary in accordance with the Rules
of the Company and are in force, or at the rate as specified by the statute from time to time.
b) Contribution to Superannuation Fund at the rate of 15% (Fifteen percent) of the monthly salary, in accordance
with the rules of the Company as are in force, or at the rate as specified by the statute from time to time.
c) Gratuity payable at a rate not exceeding half-a-months salary for each completed year of service, subject
to the monetary ceiling limit as may be prescribed by the statute from time to time.
d) Encashment of leave at the end of the tenure.
e) Provision for use of Companys Car and communication facilities at his residence for official purpose.
(ii) RESOLVED FURTHER: That the payment of revised remuneration to Mr.K.Suresh, Managing Director shall be
upon the terms and conditions as set out in the agreement to be entered into between the
Company and the said Mr.K.Suresh which agreement is specifically sanctioned, with the liberty and
power to the Board of Directors and/or Remuneration Committee of the Board , at its discretion, to
revise the payment of salary and allowances, to re-fix perquisites and/or benefits within the ceiling
limits as prescribed in Paragraph (A) in Section II in Part II of Schedule V of the Companies Act,
2013 and also to alter and vary from time to time the said agreement prescribing the terms and
conditions for payment of remuneration in such manner, the Board of Directors may deem it
appropriate and expedient and that the Board of Directors and/or Remuneration Committee of the
Board be and is hereby authorised to do such acts, deeds and things as are considered necessary
to give effect to these resolutions without further reference to the shareholders.
6. To consider and, if thought fit to pass, with or without modification(s), the following resolutions as Special Resolutions:
RESOLVED: That pursuant to the provisions of Section 14 and other applicable provisions, if any, of The Companies
Act 2013 , the existing Article 152-A (1) of the Articles of Association (AOA) of the Company be and is
hereby amended with the following new Article 152-A(1) of the AOA of the Company:
3

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


New Article 152-A (1): The Directors may from time to time appoint one or more of their body, including the
Chairman, to be the Managing Director(s) or Chief Executive Officer(s) or Whole time Director (s) of the Company
for a term not exceeding five years on each occasion for which he or they is or are to hold such office and may from
time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss
him or them from the office and appoint another or others in his or their place or places.
RESOLVED FURTHER: That the Board of Directors of the Company be and is hereby severally authorised to do all
acts and take all such steps as may be necessary or expedient to give effect to this resolution.
7. To consider and, if thought fit to pass, with or without modification(s) the following resolutions as Special Resolutions:
RESOLVED: That pursuant to Section 180(1) (c) and other applicable provisions of The Companies Act, 2013,
consent of the Company be and is hereby accorded to the Board of Directors of the Company to
borrow, obtain and /or avail by way of loans and /or advances any sum of money or moneys from
Banks/Financial Institutions/other Bodies Corporate notwithstanding that the money or moneys to be
borrowed together with the moneys already borrowed by the Company (apart from temporary loans
obtained from Companys Bankers in the ordinary course of business) will exceed the aggregate of
the Paid-up Capital of the Company and its Free Reserves (that is to say, Reserves not set apart for
any specific purpose), provided however the aggregate amount so borrowed and /or availed by the
Company from Banks/Financial Institutions/other Bodies Corporate shall not exceed at any point of
time Rs.30,00,00,000/- ( Rupees Thirty Crores only).
RESOLVED FURTHER : That pursuant to Section 180(1) (a) and other applicable provisions, if any, of The Companies
Act, 2013, the Company do mortgage and /or create charge wholly or substantially the whole of the
properties, movables and immovables both present and future, wherever situated for securing any
loans and /or advances as may be obtained and /or availed by the Company from Banks/Financial
Institutions/other Bodies Corporate, together with interest, costs, charges, expenses and any other
money and /or moneys payable by the Company in favour of the Banks/Financial Institutions/other
Bodies Corporate
8. To consider and, if thought fit to pass, with or without modification(s), the following resolutions as Ordinary Resolutions:
RESOLVED: That pursuant to the provisions of Section 148 and other applicable provisions of the Companies act,
2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof, for the time being in force), M/s. Rajendran, Mani & Varier, Cost Auditors appointed
by the Board of Directors of the Company, to conduct the audit of the cost records of the Company
for the financial year ending March 31, 2015 be paid a remuneration of Rs. 75,000/- (Rupees Seventy
five thousand only) per annum & service tax thereon at the rate applicable plus the reimbursement of
out of pocket expenses incurred.
RESOLVED FURTHER : That the Board of Directors of the Company be and is hereby severally authorised to do
all acts and take all such steps as may be necessary or expedient to give effect to this resolution.
By Order of the Board
For THE HIGHLAND PRODUCE COMPANY LIMITED
DILIP THOMAS
Chairman

Chennai
7th August, 2014

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES:
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/
her stead. A proxy need not be a member of the Company.
A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more
than ten percent of the total share capital of the company carrying voting rights. A member holding more
than ten per cent of the total share capital of the company carrying voting rights may appoint a single person
as proxy and such person shall not act as proxy for any other person or shareholder.
2. The Register of Members and Share Transfer Books of the Company will remain closed from 11-09-2014 to 19-092014 both days inclusive.
3. Members are requested to notify, immediately, any change in their addresses to the Company.
4. Shareholders of the Company may avail the nomination facility by executing the prescribed nomination form which
can be obtained from the Registered Office of the Company.
5. Companys shares are listed at the Cochin Stock Exchange Ltd., MES Dr.P.K.Abdul Gafoor Memorial Cultural
Complex, 36/1565, 4th Floor, Judges Avenue, Kaloor, Cochin-682 017 and Madras Stock Exchange Ltd., Exchange
Building, Post Box No.183, 11, Second Line Beach, Chennai-600001. The Annual Listing fee as prescribed has
been paid to the above Stock Exchanges.
6. Pursuant to provisions of Section 205A (5) and 205C of the Companies Act, 1956, the Company has transferred the
unpaid or unclaimed dividends up to the financial year 2005-06 from time to time on due dates to the Investor
Education and Protection Fund (the IEPF) established by the Central Government Pursuant to the provisions of
Investor Education and Protection fund (Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012. Members who have not encashed their dividend warrants in respect of the above
period are requested to make their claim(s) by surrendering the unencashed warrants immediately to the Company.
Dividend declared for the year 2006-2007 and remaining unpaid or unclaimed is liable to be transferred to the Fund
during the month of October, 2014 and the shareholders are, therefore, advised to claim immediately from the
Company the dividends, if any, for the said year remaining unpaid before they are transferred to the Fund.
All unpaid or unclaimed dividends upto the year 1993-1994 have been transferred to the General Revenue Account
of the Central Government and the shareholders, who have not encashed the dividend cheques for the period upto
1993-1994, are advised to claim the amount from the Registrar of Companies, Kerala at Ernakulam.
7. Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmission
and transposition of names, in respect of shares held in physical form, submission of attested copy of Pan Card of
the transferee(s), surviving holder(s), legal heir(s) and joint holder(s) respectively, along with necessary documents
at the time of lodgment of request for transfer/transmission/transposition, is now mandatory.
8. EXCLUSIVE E-MAIL ID FOR REDRESSAL OF INVESTOR COMPLAINTS:
In terms of Clause 47 (f) of the Listing Agreement, please use the following contacts for redressal of Investor
Complaints:E Mail:avtregd1@dataone.in or avt.alapuzha@gmail.com
Compliance Officers: Mr.W.D.Nelson / Mr. R.Venugopalan
Tel No.0477-2243624/0477-2243625

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


9.

The instructions for members for voting electronically are as under:-

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Rules, 2014, the Company is pleased to provide Members facility to exercise their
right to vote at the 88th Annual General Meeting (AGM) by electronic means and the business may be transacted
through e-Voting Services provided by Central Depository Services Limited (CDSL):
In case of members receiving e-mail:
(i)

Log on to the e-voting website www.evotingindia.com

(ii)

Click on Shareholders tab.

(iii) Now, select the COMPANY NAME from the drop down menu and click on SUBMIT
(iv) Now Enter your User ID . Members holding shares in Physical Form should enter Folio Number registered with the
Company and then enter the Captcha Code as displayed and Click on Login.
(v)

If you are a first time user follow the steps given below.

(vi) Now, fill up the following details in the appropriate boxes:


For Members holding shares
in Physical Form
PAN*

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

DOB#

Enter the Date of Birth as recorded in the company


records for the said folio in dd/mm/yyyy format.

Dividend
Bank Details#

Enter the Dividend Bank Details as recorded in the company


records for the said folio.

* Members who have not updated their PAN with the Company are requested to use the first two letters of your name
and the sequence number in the PAN field. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field. (Sl. No. mentioned in your address label can be used as Sequence No. for this purpose)
# Please enter any one of the details in order to login. In case either of the details are not recorded with the company
please enter the <Default Value> in the Dividend Bank details field.
(vii) After entering these details appropriately, click on SUBMIT tab.
(viii) Members holding shares in physical form will then reach directly the Company selection screen.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained
in this Notice.
(x)

Click on <Company Name> on which you choose to vote.

(xi) On the voting page, you will see Resolution Description and against the same the option YES/NO for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO
implies that you dissent to the Resolution.
(xii) Click on the Resolutions File Link if you wish to view the entire Resolutions.

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


(xiii) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed.
If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly
modify your vote.
(xiv) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting
page.
(xvi) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://
www.evotingindia.co.in and register themselves as Corporates. After receiving the login details they have to link
the account(s) which they wish to vote on and then cast their vote. They should upload a scanned copy of the
Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF
format in the system for the scrutinizer to verify the same.
In case of members receiving the physical copy:
(A)

Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.

(B) The voting period begins on 10th September, 2014, Wednesday (9:00 a.m.) and ends on 12th September, 2014,
Friday (6:00 p.m.). During this period shareholders of the Company, holding shares in physical form as on the
cut-off date (record date) of 16th August, 2014, may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs)
and e-voting manual available at www.evotingindia.co.in under help section or write an email to
helpdesk.evoting@cdslindia.com.
General Instructions
i)

Mr. V. Suresh, Practising Company Secretary (Membership No. FCS 2969) has been appointed as the Scrutinizer
to scrutinize the e-Voting process in a fair and transparent manner.

ii)

The Scrutinizer shall, within a period not exceeding three(3) working days from the conclusion of the e-Voting
period unblock the votes in the presence of at least two(2) witnesses not in the employment of the Company and
make a Scrutinizers Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

iii)

The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the
Company as on 16th August, 2014.

iv)

The Results shall be declared at the AGM of the Company. The Results declared along with the Scrutinizers
Report shall be placed on the Companys website www.highlandproduce.com and on the website of CDSL
within two(2) days of passing of the resolutions at the AGM of the Company and communicated to the Stock
Exchanges.

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


Statement pursuant to Section 102 (1) of the Companies Act, 2013
SPECIAL BUSINESS:
Item Nos.5
Mr.K.Suresh, was appointed as Managing Director of the Company from 1st August, 2012 for a period of five years is
in-charge of business operations of the Company. Mr.K.Suresh is also appointed as Joint Managing Director of
The Rajagiri Rubber & Produce Company Ltd by the Board of Directors of The Rajagiri Rubber & Produce
Company Ltd with effect from 7th August, 2014. Considering his rich experience and considerable knowledge in the
plantations industry and his contribution for the business development of the Company, the Board of Directors at their
Meeting held on 7th August, 2014 had approved payment of revised managerial remuneration to Mr.K Suresh , in
consideration of the performance of his duties as Managing Director of the Company, by resolutions passed by the
Remuneration Committee of the Board, which shall be not exceeding the monetary ceiling limit of Rs.3,50,000/- (Rupees
Three lakhs fifty thousand only) per month prescribed in Paragraph (A) in Section II in Part II of Schedule V of the
Companies Act, 2013 or such other sum within the higher maximum limit admissible from any of the two companies as
applicable and prescribed in Paragraph (A) in Section II in Part II of Schedule V of The Companies Act, 2013 read
together with Section V in Part II of the said Schedule, computed with reference to Effective Capital of two Companies
as prescribed therein during his tenure of office as Managing Director from 1st June, 2014 to 31st May, 2017 . It has also
been decided the managerial remuneration to the said Mr.K.Suresh within the ceiling limit shall be shared by this
Company with The Rajagiri Rubber and Produce co. Ltd. in which Mr.K.Suresh is appointed as Joint Managing
Director, in the proportion at 60% and 40% respectively or at such proportion as may be decided from time to time by
the Board of Directors of this Company and The Rajagiri Rubber & Produce Company Ltd.
Statement of disclosure pursuant to Schedule V to the Companies Act, 2013
The following disclosures are being made in relation to the payment of remuneration to Mr.K.Suresh, Managing Director
I

GENERAL INFORMATION ABOUT THE COMPANY :

1. The Company is mainly engaged in the business of plantations.


2. The Company is an existing Company, having commenced the business on 18th May, 1926.
3. Clause 3 is not applicable since the Company is an existing Company.
4. Income from operations during 2013-2014 was Rs.6945.45 lakhs and the operating Profit before charge of
depreciation was Rs.298.69 lakhs against income from operations Rs.5283.76 lakhs and Loss before charge of
depreciation Rs.194.00 lakhs during the year 2012-2013.
5. The Company has not made any exports during 2013/14 and 2012/13 and no foreign investments are made by the
Company and the Company has not entered into any foreign collaborations.
6. The Company has not made any default in repayment of its debts (including public deposits) or interest payable
thereon for a continuous period of thirty days in the preceding financial year.
II

INFORMATION ABOUT APPOINTEE :

1. Mr. K.Suresh aged 58 years, and a graduate in Commerce with PG Diploma in Advanced Marketing had held
middle and senior management positions with Hindustan Lever Ltd., Caltex and General Electrical Company before
he joined the Company as Chief Executive Officer on 1st February, 2003. He has rich experience in operations,
marketing, logistics and materials and general management, by holding extensive, multi-management and crossfunctional portfolios with tea plantations division of Hindustan Lever Ltd., his previous employer.

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


2. Mr. K.Suresh , Managing Director has been remunerated during the financial year ended 31st March, 2014 by the
two companies The Rajagiri Rubber & Produce Company Limited and The Highland Produce Company Limited as
detailed hereunder.
The Highland
The Rajagiri Rubber
Produce Co.Ltd.
& Produce Co. Ltd.
Salary

Rs.10,50,000

Rs.10,50,000

Contribution to Provident and Other Funds.


(excluded from computing the ceiling limit)

Rs. 2,83,500

Rs. 2,83,500

Allowances and Perquisites

Rs. 4,50,000

Rs. 4,50,000

Rs. 17,83,500

Rs.17,83,500

3. Mr. K.Suresh has been entrusted with powers of management of all the business operations of the two Group
Companies, subject to the superintendence control and directions of the Board of Directors and he is responsible
for the day to day management of all the business operations
4. The Remuneration Committee of the Board has proposed the following managerial remuneration to Mr. K.Suresh
effective from 1st June, 2014 to 31st May, 2017 as Managing Director until otherwise determined by the Remuneration
Committee /Board within the ceiling limit of Rs.3,50,000/- (Rupees Three lakhs fifty thousand only) per month, as
prescribed by Paragraph (A) in Section II in Part II of Schedule V of the Companies Act, 2013 and shall be shared
by this company and The Rajagiri Rubber and Produce Company Limited in which Mr. K.Suresh is appointed as
Joint Managing Director , in proportion at 60 % and 40% respectively and /or such other proportion as may be
decided from time to time by the Board /Remuneration Committee thereof of this Company and The Rajagiri
Rubber and Produce Company Limited during the tenure from 1st June, 2014 to 31st May 2017 as Managing
Director.
5. The proposed remuneration package with respect to the industry is not comparable, considering the nature of the
business operations carried on by the Company and its size. However, taking into consideration the profile of the
appointee and the responsibilities shouldered by him, the proposed remuneration is considered to be commensurate
with the remuneration packages given by other companies, though not in the same industry, to similar senior level
appointees.
6. Mr. K.Suresh besides receiving remuneration for his services rendered as Managing Director does not have any
other pecuniary relationship with the Company and its managerial personnel.
III

OTHER INFORMATION

(1) In Plantation Industry production of Tea was lower however the prices realised were better. The prices realised in
respect of Cardamom was also lower.
(2) The Company has under taken various measures to improve profitability by effecting operational efficiencies,
besides implementing several cost reduction measures.
(3) The above measures, are expected to yield positive results in the coming years and lead to better financial
performances.
However, operations in the plantations , being highly susceptible to the vagaries of climatic conditions, increase in
productivity and improved financial performances are not measurable with complete certainty.

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


After the Special Resolutions are passed by the shareholders of the Company in the Annual General Meeting, the
Board of Directors of the Company shall enter into an agreement with the Mr.K.Suresh incorporating therein the terms
and conditions for payment of remuneration to him.
A copy of the draft agreement to be entered into with the Managing Director is available for inspection during office
hours on any working day at the Registered office of the Company.
Mr. K Suresh is interested in the Special Resolutions relating to the extent of remuneration from the Company.
None of the other Directors/Key Managerial Personnel of the Company / their relatives is in any way is concerned and/
or interested, financially or otherwise in the Resolutions
The Directors recommend the Special Resolutions in Item No.5 of the Notice for approval of the shareholders.
Item No.6
As per Section 203 of the Companies Act, 2013, which has come into force with effect from 1st April, 2014, an individual
shall not be appointed as Chairperson of the Company as well as the Managing Director or Chief executive officer of the
Company or Whole-time Director (s) at the same time after the commencement of this Act unless:
a) the articles of such a company provide otherwise; or
b) the company does not carry multiple businesses.
Since the existing articles does not contain explicit provision, it is suggested to amend the existing articles of the
Company to provide for such an appointment.
The other sub-clause (2) to (5) of clause 152-A(1) of the Articles of Association of the Company will remain same and
unchanged.
None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way concerned or interested,
financially or otherwise, in the resolution.
The Directors recommend the Special Resolutions in Item No.6 of the Notice for approval of the shareholders
Item No.7
The Shareholders of the Company had at the General Meeting held on 14th September, 2007 , authorised the Board by
way of Ordinary Resolutions under the provisions of Section 293(1)(d) and (a) of the Companies Act, 1956, (i) borrowing
monies/ avail by way of loans and/or advances on behalf of the Company from bankers/ financial institutions / other
bodies corporates (apart from temporary loans obtained or to be obtained from the Companys in the ordinary course
of business) in excess of the aggregate of the paid-up share capital of the Company and its free reserves shall not
exceed a sum of Rs.30,00,00,000/- (Rupees Thirty crores only) at any point of time; and (ii) to mortgage and /or create
charge wholly or substantially the whole of the properties for the said borrowings, as security by way of mortgage/
hypothecation on the Companys assets in favour of Companys Bankers/Financial Institutions / other bodies corporates
for the amounts borrowed upto the said limit, together with interest, costs, charges, expenses and any other money
and / or monies etc., payable thereon. Under Section 180(1) of the Companies Act, 2013, (the Act) the above powers
of the Board are required to be exercised only with the consent of the members by a Special Resolution.
The approval of the Members for the said borrowings and creation of mortgage or charge for the said borrowing is
therefore now being sought, by way of Special Resolutions, pursuant to Section 180(1)(c) and 180(1)(a) of the Act,
respectively.

10

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way concerned or interested,
financially or otherwise, in the resolution.
The Directors recommend the Special Resolutions in Item No.7 of the Notice for approval of the shareholders
Item No.8
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the
Company.
The Board of Directors of the Company at their meeting held on 29th May 2014, have appointed M/s. Rajendran, Mani
& Varier, Cost Auditors, Cochin, to conduct the audit of the cost records of the Company for the financial year ending
March 31, 2015 on a remuneration of Rs 75,000/- (Rupees Seventy five thousand only) per annum and service tax
thereon at the rate applicable plus the reimbursement of out of pocket expenses incurred.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 8 for ratification
of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2015.
None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way concerned or interested,
financially or otherwise, in the resolution.
The Board of Directors recommends the resolution as set out in Item No. 8 of the Notice for approval of the shareholders.

By Order of the Board


For THE HIGHLAND PRODUCE COMPANY LIMITED
DILIP THOMAS
Chairman

Chennai
7th August, 2014

11

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


DIRECTORS REPORT
Your Directors have pleasure in presenting the EIGHTY EIGHTH ANNUAL REPORT with the Audited Accounts of
the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS :
Rs.
70,50,79,104
2,98,69,123
1,18.18.489

Income from operations & other income


Profit before Depreciation
Depreciation
Profit before Taxation
Provision for Taxation

1,80,50,634
Nil

Surplus transferred to General Reserve

1,80,50,634

DIVIDEND
The Board of Directors have not proposed any dividend for the year ended 31st March, 2014, in view of the unabsorbed
depreciation in previous years.
OPERATIONS
Though the Production of Tea declined during the year the prices realised were higher.
The Production of Cardamom has increased during the year and the prices realised were lower.
As regards the Doors and Panel Boards unit the company has entered into an Memorandum of Understanding for sale
of the unit with the consent of the shareholders , in view of the continuous losses.
DIRECTORATE
In accordance with the Articles of Association of the Company, Directors Mrs.Priyalatha Thomas and Mr. W.D.Nelson
retire by rotation and are eligible for re-election.
The Board of Directors of the Company have considered the revision in managerial remuneration to Mr.K.Suresh,
Managing Director during the tenure of his re-appointment from 1st June, 2014 to 31st May, 2017 , subject to the
approval by the shareholders in the General Meeting. Necessary resolutions are incorporated in the Notice convening
the ensuing Annual General Meeting.
AUDITORS
M/s Suri & Co. Chartered Accountants, retire and are eligible for re-appointment.
DEPOSITS
The Directors report that there are no unclaimed/unpaid deposits during the year.
PARTICULARS OF EMPLOYEES
None of the employees were drawing remuneration exceeding the limits as prescribed by the Companies (Particulars of
Employees) Rules, 1975 read in conjunction with Section 217(2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY
The information required under Section 217 (1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules 1988, as relating to Tea Division is set out in the Annexure.
Relating to other activities of the Company, the said Rules are not applicable.
12

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


TECHNOLOGY ABSORPTION
Considering the nature of the Companys activities there is no technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the total outgo on Foreign Exchange amounted to Rs 2,86,15,023/- out of which
Rs.2,52,86,025/- pertains to CIF value of raw materials imported for the wood unit. Details are set out in Note 26 item
2 (a) & (b) of the Notes on Accounts. However, the company has been continuing in exploring the possibilities of
exporting its produces as well as on new foreign projects.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors report that :
(i)

The annual accounts have been prepared by following the applicable accounting standards.

(ii) The accounting policies selected have been applied consistently and judgments and estimates that are reasonable
and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end
of the financial year and of the Profit of the Company for the financial year.
(iii) 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.
(iv) The annual accounts have been prepared on a going concern basis.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to proviso to Section 383 A (1) of The Companies Act, 1956, certificate is obtained from a Secretary in Wholetime practice for filing with the Registrar of Companies and a copy of such certificate is attached to this Report.
COST AUDIT
The Company is required to get the cost accounts maintained under section 209(1)(d) of the Companies Act, 1956 in
respect of Tea manufactured by the Company , audited in terms of Order issued by the Ministry of Corporate Affairs. The
Company filed the Cost Audit report for the year for the financial year 2012-13 in XBRL format.
The Board of Directors, subject to the ratification for payment by the shareholders had re-appointed M/s.Rajendran,
Mani & Varier, Cost Accountants, Cochin to conduct the Cost Audit for the financial year 2014-2015.
GENERAL
Your Directors take this opportunity to place on record their appreciation of the contribution made by the employees
at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the cooperation and assistance extended to your Company.
By Order of the Board
DILIP THOMAS
Chairman

Chennai,
7th August, 2014

13

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


ANNEXURE 1
FORM A
(See Rule 2)
Form for disclosure of particulars with respect to conservation of energy
PASUPARAI
CARADY GOODY
ESTATE
ESTATE

ANNUR
(Doors Unit)

Year : 2013 - 14
A.

POWER AND FUEL CONSUMPTION


1. Electricity
a) Purchased
Unit (Kwh)
Total Amount (Rs.)
Rate/Unit (Rs.)

18,90,549
1,11,82,074
5.91

20,09,552
1,09,36,669
5.44

4,11,848
29,73,248
7.22

Own Generation
Unit (Kwh)
Unit/ lit. of HSD oil
Cost/ Unit (Rs.)

2,82,496
3.22
17.15

97,449
3.09
17.78

1,33,536
2.01
24.02

2. Firewood : Own
Quantity (Kgs)
Total Cost (Rs.)
Average Cost (Rs.)

4,79,175
3,33,239
0.70

3. Firewood : Outside
Quantity (Kgs)
Total Cost (Rs.)
Average Cost (Rs.)

57,40,290
1,19,97,206
2.09

42,76,615
87,45,424
2.04

4. Rubber Firewood
Quantity (Kgs)
Total Cost (Rs.)
Average Cost (Rs.)

3,28,165
6,20,792
1.89

22,570
22,570
1.00

b)

5. Firewood (Tea Roots)


Quantity (Kgs)
Total Cost (Rs.)
Average Cost (Rs.)

14

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


ANNEXURE 1 (Contd.)
FORM A
(See Rule 2)
Form for disclosure of particulars with respect to conservation of energy
PASUPARAI
CARADY GOODY
ESTATE
ESTATE

ANNUR
(Doors Unit)

Year : 2013 - 14
B.

CONSUMPTION PER UNIT OF PRODUCTION:


Production - Tea (Kgs)
Production - Boards/Doors/Frames etc. (Nos)
Units (KSEB/TNEB + GENERATOR) (Kwh)
Electricity (KWH/kg of tea produced)
Electricity (KWH/No.of boards/doors produced)
Firewood (kgs/kg of tea produced)
Rubber Firewood (kgs/kg of tea produced)
Firewood-Tea Roots (Kgs/kg of tea produced)

19,55,740

21,73,045

20,23,973

21,07,001

1,10,110
5,45,384

1.11

2.70

2.70

1.04

2.51
2.51

4.95

By Order of the Board


DILIP THOMAS
Chairman

Chennai,
29th May, 2014

15

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


09-416/100,00,000

COMPLIANCE CERTIFICATE
CIN : L01119KL1925PLC000416
Paid-up Capital: Rs.1,74,00,000

To
The Members of
The Highland Produce Company Limited
W-21/674, Beach Road.
Alleppey, Kerala , Pin:688 012

We have examined the registers, records, books and papers of The Highland Produce Company Limited as required
to be maintained under The Companies Act, 1956, and the rules made there under and also the provisions contained
in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2014. In our
opinion and to the best of our information and according to the examinations carried out by us and explanations
furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions
and the rules made there under and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of
Companies, Regional Director, Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made there under.
3. The Company being Public Limited, provisions of Section 3(1) (iii) are not applicable
4. The Board of Directors duly met four times respectively on 29/05/2013, 01/08/2013, 01/11/2013 and 05/02/2014 in
respect of which meetings proper notices were given and the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose.
5. The Company closed its Register of Members, from 03/09/2013 to 13/09/2013 and necessary compliance of Section
154 of the Act has been made.
6. The Annual General Meeting for the financial year ended on 31/3/2013 was held on 13/09/2013 after giving due
notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book
maintained for the purpose.
7. No extra ordinary general meeting was held during the financial year
8. The company has not advanced any loans to its Directors or persons or firms or companies referred to under
Section 295 of the Act during the financial year.
9. The Company has duly complied with the provisions of Section 297 of the Act in respect of contracts specified in
that section.
10. The company has made necessary entries in the register maintained under Section 301of the Act wherever applicable.
11. As there were no instances falling within the purview of Section 314 of the Act, the Company is not required to
obtain any approvals from the Board of Directors, Members or Central Government.
12. The Company has not issued any duplicate certificates during the financial year.

16

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


13. (i) The company has delivered all the certificates on lodgment thereof for transfer/transmission or any other purpose
in accordance with the provisions of the Act.
(ii) The Company has not deposited any amount in a separate Bank account as no dividend was declared during
the financial year
(iii)The Company was not required to post cheques for dividends to any members of the Company as no dividend
was declared during the financial year.
(iv)The Company has transferred the amounts in unpaid dividend account in respect of the year 2005-2006 which
have remained unclaimed/ unpaid for a period of seven years to Investor Education and Protection Fund on
18.10.2013.
(v) The company has duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the company is duly constituted and the appointment of director has been duly made.
There was no appointment of Additional Director/Alternate Director or Director to fill casual vacancy during the
year. However, Mr.R.Venugopalan was appointed as the Director at the Annual General Meeting , liable to retire by
rotation.
15 There was no appointment of Managing/ whole time Director during the year under review.
16. The company has not appointed any sole selling agent during the financial year.
17. The Company was not required to obtain any approval from the Central Government , Company Law Board and
the Registrar of Companies or such other authorities prescribed under the Act during the financial year . However
it has obtained necessary approvals from the Regional Director, Ministry of Corporate Affairs, Chennai as detailed
below during the year under review.
Section
297(1)

Order Ref
Order No. 2/K10281/2008
dated 12.07.2013

Remarks
Central Government Approval for
Contracts in which particular Directors
are interested

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the
provisions of the Act and the rules made there under.
19. The Company has not issued any shares/ debentures during the financial year and complied with the provisions of
the Act.
20. The company has not bought back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the financial year.
22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares
and bonus shares pending registration of transfer of shares.
23. The company has complied with the provisions of Section 58A and 58AA read with Companies (Acceptance of
Deposits) Rules 1975 the applicable Directions issued by the Reserve Bank of India or any other authority in
respect of deposits accepted, amounting to Rs. 1,14,26,000./- raised by the company during the year and the
company has filed the copy of advertisement as required, with the Registrar of Companies Kerala on 09/09/2013.
The Company has also filed the Return of Deposit with the Registrar of Companies Kerala on 28/06/2013.

17

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


24. The amounts borrowed by the company from Directors, Members, Public, Financial Institutions, Banks and others
during the financial year are within the borrowing limits of the company and that necessary resolutions as per the
Section 293(1) (d) of the Act have been passed in duly convened Annual General Meeting.
25. The company has made investments in other bodies corporate in compliance with the provisions of the Act and
has made necessary entries in the register kept for the purpose. The company has not made any loans, given
guarantees or provided securities to other bodies corporate.
26. The company has not altered the provisions of the Memorandum with respect to situation of the companys
Registered Office from one state to another during the financial year under scrutiny.
27. The company has not altered the provisions of the Memorandum with respect to the objects of the company
during the year.
28. The company has not altered the provisions of the Memorandum with respect to name of the company during the
year under scrutiny.
29. The company has not altered the provisions of the Memorandum with respect to share capital of the company
during the financial year under scrutiny.
30. The Company has not altered its Articles of Association during the financial year
31. According to the information given, no prosecution was initiated against or show cause notices received by the
company for offences under the Act and also no fines or penalities or any other punishment imposed on the
company.
32. According to the information given, the company has not received any security deposit from its employees during
the year.
33. According to the information given, the company has neither constituted any Fund nor created any Trust under
Section 418 of the Companies Act, 1956 during the financial year. However, it has deposited both Employees and
Employers contribution with the prescribed authorities.

Place: Chennai
Date : 29.5.2014

V.SURESH
PRACTISING COMPANY SECRETARY
C.P.NO.6032

18

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


09-416/100,00,000

ANNEXURE A

Registers as maintained by the Company


1. Register of Investments.
2. Register of Deposits under Rule 7 of the Companies (Acceptance of Deposits) Rules 1975
3. Register of Charges u/s143 / Copies of Instruments Creating Charges u/s 136
4. Register of Members u/s 150 and Index of Members u/s 151
5. Registers and Returns u/s 163
6. Minutes of Meetings- Board/ Shareholders
7. Books of Accounts u/s 209
8. Register u/s 301
9. Register u/s 303
10. Register of Directors Shareholdings u/s 307
11. Register of Investments or Loans made / Guarantee or Security Provided u/s 372 A
12. Register of renewed and duplicate certificates under rule 7 of the Companies (Issue of Share Certificate) Rules
1960.
13. Register of destruction of Records or Documents.

Place: Chennai
Date : 29.5.2014

V.SURESH
PRACTISING COMPANY SECRETARY
C.P.NO.6032

19

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


09-416/100,00,000

ANNEXURE B

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ending on 31st March, 2014.
Date filed

Whether filed in time

Modification of charges

01/04/2013

Yes

233B(4)

Cost Audit Compliance


Report for 2011-2012

05/04/2013

Yes

Form 23 C

233B(2)

Appointment of Cost
Auditor for the year
2013-2014

19/06/2013

Yes

Form 62

Rule 58A

Return of Deposits

28/06/2013

Yes

Form 24A

297

Approval of Contracts

28/06/2013

Yes

Form 62

Rule 4(4) of
Companies
(Acceptance
of Deposits)
Rules 1975

Text of Advertisement

09/09/2013

Yes

Form 1-XBRL

233B(4)

Cost Audit Compliance


Report for 2012-2013

27/09/2013

Yes

Form 66

383A

Compliance Certificate for


the year ended 31.03.2013

03/10/2013

Yes

Form 32

303(2)

Appointment of Director
Mr.R.Venugopalan

04/10/2013

Yes

Form 23AC
and Form 23ACA
- XBRL

220

Balance sheet and Profit


and Loss Account for the
year ended 31.03.2013

12/10/2013

Yes

Form 8

125

Modification of charges

07/11/2013

Yes

Form No.

Filed u/s

Form 8

125

Form 1-XBRL

For

20

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


ANNEXURE B (Contd.)
Form No

Filled u/s

Form 8

125

Form 20B

For

Date filed

Whether filed in time

Creation of charges

07/11/2013

Yes

159

Annual Return for the Annual


General Meeting held on
13.09.2013

11/11/2013

Yes

Form 17

138

Satisfaction of charges

16/01/2014

Yes

Form 1 INV

Rule 3 of the
Investor
Education and
Protection
Fund
(Awareness and
Protection of
Investors)
Rules 2001

Transfer to Investor
Education and Protection
Fund - Unpaid Dividend for
2005-2006

17/02/2014

Yes

Form 5 INV

Rule 3 of the
Investor
Education and
Protection
Fund Rules
2012

Details of unpaid and


unclaimed amounts lying
with the Company

14/02/2014

Yes

Place: Chennai
Date : 29.5.2014

V.SURESH
PRACTISING COMPANY SECRETARY
C.P.NO.6032

21

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


INDEPENDENT AUDITORS REPORT
To the Members of
THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA
Report on the Financial Statements
We have audited the accompanying financial statements of THE HIGHLAND PRODUCE COMPANY LIMITED (the
Company) which comprise the Balance Sheet as at 31-Mar-2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Management is responsible for the preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act) read with the General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies
Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;
(b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date and ;
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

22

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


Report on Other Legal and Regulatory Requirements
1

As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of
India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:


a. we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far as appears
from our examination of those books ;
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in
agreement with the books of account ;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the
Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the
General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133
of the Companies Act, 2013;
e. on the basis of written representations received from the directors as on 31-Mar-2014, and taken on record by
the Board of Directors, none of the directors is disqualified as on 31-Mar-2014 from being appointed as a
director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and
f.

Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under
section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the
manner in which such cess is to be paid, no cess is due and payable by the Company.

For SURI & CO.,


Chartered Accountants
Firm Regn. No.004283S
G.RENGARAJAN
Partner
Membership No.219922

Place : Chennai
Dtae : 29th May 2014

23

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF
THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA
i)

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of Fixed Assets.
(b) Physical verification of major items of these assets has been conducted by the Management during the
financial year and no material discrepancies were noticed on such verification. In our opinion, procedures
followed by the management is reasonable having regards to the size of the Company and the nature of its
assets.
(c) No substantial part of Fixed Assets of the company has been disposed off during the year and therefore, do
not affect the going concern assumptions.
ii)
(a) Physical verification of inventory has been conducted by the Management at reasonable intervals.
(b) The procedures of physical verification of inventory followed by the Management are reasonable and
adequate in relation to the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventory and no material discrepancies have been noticed
on physical verification of inventory as compared to book records.
iii) (a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties
covered in the register maintained under Section 301 of the Companies Act, 1956 and hence the
clauses (iii) (a), (b), (c) & (d) of the Order are not applicable.
(b) The company has taken unsecured loan from two directors amounting to Rs.285 Lakhs including Rs. 65 Lakhs
in the previous year. During the year the Company had repaid an amount of Rs. 180 Lakhs. The maximum
amount outstanding during the year was Rs. 145 Lakhs and the year end balance is Rs. 105 Lakhs.
(c) The rate of interest and other terms and conditions on which the loan is taken are not, prima facie, prejudicial
to the interest of the Company.
(d) The Company is regular in repaying the principal amount and interest.
iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business for the purchase of inventory,
fixed assets and for the sale of goods and services. We have not observed any major weakness in the internal
control system during the course of our audit.
v)
a) In respect of the contracts or arrangements referred to in Section 301 of the Act, to the best of our knowledge
and according to the information and explanation given to us, the particulars of the contracts or arrangements
have been entered in the register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and
exceeding the value of five lakh rupees in respect of any party during the year have been made at prices,
which are reasonable having regard to prevailing market prices at the relevant time.
vi) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section
58A and 58AA or other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 with regard to the deposits accepted from the public.
vii) The Company has an internal audit system commensurate with its size and nature of its business.
viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained
by the company pursuant to the Companies (Cost Accounting Records) Rules,2011 prescribed by the Central
Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are
of the opinion that prima facie the prescribed accounts and records have been made and maintained.
ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident
Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax,
Service Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it. No undisputed
statutory dues were outstanding as at the last day of the financial year for a period of more than six months
from the date they became payable.
24

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


b) The details of disputed statutory dues which have not been deposited are as under:
Name of the
Nature of
Amount
Forum where
Statute
the dues
(Rs.)
dispute is pending
Central
Sales Tax Act

Kerala Value
Added Tax Act
Tamil Nadu
Value Added
Tax Act
x)
xi)
xii)
xiii)
xiv)
xv)
xvi)
xvii)
xviii)
xix)
xx)
xxi)

CST 1997-1998

5,86,000

Kerala Agricultural
Income Tax and Sales
Tax Appellate Tribunal

CST 1992-93 &


1998-99

2,11,000

Deputy Commissioner
(Appeals)

KVAT 2005-06

14,46,000

Deputy Commissioner
(Appeals)

TN VAT 2006-07

2,59,000

Commissioner (Appeals)

The Company does not have accumulated losses at the end of the financial year. The Company has not incurred
cash loss in the current financial year and had incurred cash loss in the immediately preceding financial year.
The Company has not defaulted in repayment of dues to banks/ financial institutions.
The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society.
The Company is not dealing or trading in shares, securities, debentures or other investments.
The Company has not given any guarantee for loans taken by others from banks or financial institutions.
The Company has applied the term loans for the purpose for which they were obtained.
According to the information and explanations given to us, no funds raised on short-term basis have been used for
longterm investment.
The Company has not made any preferential allotment of shares during the year.
The Company has not issued any debentures.
The Company has not raised any money by public issues during the year.
According to the information and explanations given to us, no fraud on or by the company has been noticed or
reported during the year.

For SURI & CO.,


Chartered Accountants
Firm Regn. No.004283S
G.RENGARAJAN
Partner
Membership No.219922

Place : Chennai
Dtae : 29th May 2014

25

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


BALANCE SHEET AS AT 31ST MARCH 2014

I.

EQUITY AND LIABILITIES:


(1) Shareholders Funds:
(a) Share Capital
(b) Reserves and Surplus
(2) Non-Current Liabilities:
(a) Long Term borrowings
(b) Other Long-Term Liabilities
(c) Long-Term Provisions

As at
31-03-2014

Amount in `
As at
31-03-2013

2
3

1,74,00,000
3,65,54,520

1,74,00,000
1,85,03,886

5,39,54,520

3,59,03,886

2,98,45,596
2,23,363
25,21,313

3,82,03,111
2,07,870
15,10,787

3,25,90,272

3,99,21,768

13,84,34,349
2,02,90,317
5,11,70,580
1,26,61,084

10,32,11,851
1,87,54,102
3,76,14,329
1,35,63,863

22,25,56,330

17,31,44,145

TOTAL

30,91,01,122

24,89,69,799

11

11,94,37,889
10,87,328
7,93,395
33,23,874

12,21,29,485
Nil
32,93,395
93,32,191

12,46,42,486

13,47,55,071

8,73,97,899
5,96,34,517
1,43,99,276
2,30,26,944

6,15,95,938
2,66,61,059
72,22,286
1,87,35,445

18,44,58,636

11,42,14,728

30,91,01,122

24,89,69,799

4
5
6

(3) Current Liabilities:


(a) Short-Term borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-Term Provisions

II.

NOTES

7
8
9
10

ASSETS:
(1) Non-Current assets:
(a) Fixed Assets
(i) Tangible Assets
(ii) Capital Work-in-progress
(b) Non-current Investments
(c) Other non-current assets

12
13

(2) Current assets:


(a) Inventories
(b) Trade Receivables
(c) Cash and Cash equivalents
(d) Other Current Assets

14
15
16
17

Significant Accounting Policies

1
TOTAL

Notes 1 to 17, Note 26 and Cash Flow Statement form part of this Balance Sheet
Vide our report of date attached
For SURI & CO.
Chartered Accountants
Firm Regn.No.004283S
G. RENGARAJAN
Place : Chennai,
Partner
Date : 29th May 2014
Membership No. 219922

For and on behalf of the Board

DILIP THOMAS
Chairman

26

K. SURESH
Managing Director

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2014
Notes
REVENUE:
I. Revenue from Operations:
Sale of Products
Less: Excise Duty and Cess

Amount in `
For the year ended For the year ended
31-03-2014
31-03-2013

69,45,45,048
1,59,59,658

52,83,75,744
1,57,01,146

67,85,85,390

51,26,74,598

2,64,93,714

36,51,659

70,50,79,104

51,63,26,257

31,44,24,632
16,13,97,782
1,06,475
(1,85,42,000)
15,77,89,964
1,71,79,920
1,18,18,489
4,28,53,208

23,90,30,334
13,85,12,576
1,56,788
(1,45,86,000)
12,84,80,641
1,76,08,626
1,32,54,228
2,65,22,992

68,70,28,470

54,89,80,185

V. Profit/(Loss) before exceptional and extraordinary items(III-IV)


VI. Exceptional/Extraordinary items
VII. Profit/(Loss) after exceptional/Extraordinary items

1,80,50,634
Nil
1,80,50,634

(3,26,53,928)
Nil
(3,26,53,928)

VIII. Profit/(Loss) before Tax (PBT)


IX. Tax Expenses

1,80,50,634

(3,26,53,928)

1,80,50,634

(3,26,53,928)

31.61

(62.29)

II.

18

Other Income:

19

III. Total Revenue


EXPENSES:
Cost of Materials Consumed
Other Manufacturing Expenses
Purchase of Stock-in-Trade - Tea
(Increase)/Decrease in Inventory
Employee benefit expenses
Finance Costs
Depreciation and amortization expense
Other expenses

20
21
22
23
24
25

IV. Total Expenses

X.

Profit/(Loss) for the period

(VIII-IX)

Earnings per Share (Basic & Diluted)

26 (3)

Notes 1, 18 to 26 and Cash Flow Statement form part of this Statement of Profit and Loss.
Vide our report of date attached
For SURI & CO.
Chartered Accountants
Firm Regn.No.004283S
G. RENGARAJAN
Place : Chennai,
Partner
Date : 29th May 2014
Membership No. 219922

For and on behalf of the Board

DILIP THOMAS
Chairman

27

K. SURESH
Managing Director

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2014
In `
A. CASH FLOW FROM OPERATING ACTIVITIES :
NET PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS
ADJUSTMENTS FOR :
Depreciation
1,18,18,489
Fixed assets discarded
79,787
Provision for Leave Encashment
3,19,978
Provision for Gratuity
(2,12,231)
Profit on sale of Investments/Assets
(2,26,08,262)
Interest /Dividend Received
(13,62,573)
Interest Paid
1,71,79,920

In `

Previous Year
In `

1,80,50,634

(3,26,53,928)
1,32,54,228
Nil
5,69,323
34,64,144
(44,967)
(15,93,602)
1,76,08,626

52,15,108
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES
ADJUSTMENTS FOR :
Trade and other receivables
(3,29,73,458)
Inventories
(2,58,01,961)
Trade Payables
1,51,07,959
Other Current Assets
(4,79,966)

2,32,65,742

6,03,824
1,40,34,129
(64,22,002)
(63,23,987)
87,308

(4,41,47,426)
CASH GENERATED FROM OPERATIONS
Taxes Paid

(2,08,81,684)
(39,24,406)

19,79,272
(2,16,395)

CASH FLOW BEFORE EXTRAORDINARY ITEMS


Extraordinary Items

(2,48,06,090)
Nil

17,62,877
Nil

NET CASH FROM OPERATING ACTIVITIES

(2,48,06,090)

17,62,877

B. CASH FLOW FROM INVESTING ACTIVITIES


Purchase of Fixed Assets
Purchase of Investments
Sale of Fixed Assets
Sale of Investments
Interest Received
Dividend Received

(1,32,66,900)
(5,00,000)
2,55,81,154
30,00,000
8,62,328
6,19,412

(9,99,167)
Nil
50,200
Nil
10,54,236
5,40,412

NET CASH USED IN INVESTING ACTIVITIES

1,62,95,994

6,45,681

28

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2014 (Contd.)
In `

Previous Year
In `

(57,17,000)
(71,23,222)
(83,57,515)
(1,00,00,000)
5,80,62,720
(1,71,79,920)

(12,64,000)
(71,23,227)
(8,28,847)
1,00,00,000
1,05,13,943
(1,77,45,100)

NET CASH USED IN FINANCING ACTIVITIES

96,85,063

(64,47,231)

NET DECREASE IN CASH AND CASH EQUIVALENTS

11,74,967

(40,38,673)

11,74,967

(40,38,673)

In `
C. CASH FLOW FROM FINANCING ACTIVITIES
Public Deposits/Loan from Directors
Deferred Sales Tax Liability
Term Loan
Working Capital Demand loan
Cash Credit
Interest Paid

CASH AND CASH EQUIVALENTS AS AT 01.04.2013


(Begining of the year)
CASH AND CASH EQUIVALENTS AS AT 31.03.2014
(Closing of the year)

50,83,991
62,58,958

Vide our report of date attached


For SURI & CO.
Chartered Accountants
Firm Regn.No.004283S
G. RENGARAJAN
Place : Chennai,
Partner
Date : 29th May 2014
Membership No. 219922

For and on behalf of the Board

DILIP THOMAS
Chairman

29

K. SURESH
Managing Director

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014
NOTE: 1
SIGNIFICANT ACCOUNTING POLICIES
1

ACCOUNTING CONVENTION :
The Financial Statements have been prepared on the historical cost convention in accordance with the generally
accepted accounting principles and comply in all material respects with the accounting standards notified by
Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act 1956.

FIXED ASSETS AND DEPRECIATION :


Fixed Assets are stated at historical cost less depreciation. Cost includes, taxes and duties (but does not include
taxes and duties for which CENVAT / VAT credit is available), freight and other direct or allocated expenses during
construction period, net of any income earned. Assets acquired on hire purchase are capitalised at principal value.
Depreciation is provided at the rates specified in Schedule XIV to the Companies Act,1956 on written down value
method. Assets costing individually less than Rs.5,000/- are depreciated at 100%. On additions to and deductions
from Fixed Assets, depreciation is provided on pro-rata basis.

IMPAIRMENT OF ASSETS
The Company reviews the carrying amounts of its assets for any possible impairment at each balance sheet date.
An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount and the
impairment loss, if any, is recognised in the Statement of Profit & Loss.

BORROWING COSTS
Borrowing costs that are directly attributable to the acquisition/construction of the qualifying asset are capitalised
as a part of the cost of such asset, upto the date of acquisition/completion of construction.
Other borrowing costs are recognised as expense as and when incurred.

INVESTMENTS :
Long term Investments are stated at cost. Decline in value of long term investments, other than temporary, is
provided for. Current Investments are stated at lower of cost and fair value. Investment in Immovable properties is
stated at cost less depreciation.

INVENTORIES :
Inventories are valued at lower of cost on weighted average and net realisable value, after providing for obsolescence
wherever considered necessary. Cost includes taxes and duties (other than duties and taxes for which CENVAT /
VAT credit is available), freight and other direct expenses.

REVENUE RECOGNITION :
Revenue is recognised on their accrual and when no significant uncertainty on measurability or collectability exists.
Expenditure is accounted for on their accrual.

30

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA

Sale of Goods:
Revenue is recognised when all the significant risks and rewards of ownership of the goods have been passed on
to the buyer, usually on delivery of goods. The Company collects sales tax and value added taxes(VAT) on behalf
of the goverment and, therefore, these are not economic benefits flowing to the company. Hence, they are
excluded from revenue.
Interest
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the
applicable interest rate. Interest income is included under the head other income in the statement of profit and
loss.
Dividends:
Dividend income is recognized when the companys right to receive dividend is established by the reporting date.
8

EMPLOYEE BENEFITS :
Gratuity liability, which is a defined benefit scheme and provision for leave encashment is accrued and provided for
on the basis of independent actuarial valuation based on projected unit credit method made at the end of each
financial year. Actuarial gains and losses are recognised in the Statement of Profit and Loss and are not deferred.
Retirement benefits in the form of Provident Fund, Family Pension Fund and Superannuation Schemes, which are
defined contribution schemes, are charged to the Statement of Profit and Loss of the year when the contribution to
the respective funds accrue.

FOREIGN CURRENCY TRANSACTIONS :


Foreign currency transactions are recorded at the rates of exchange in force at the time the transactions are
effected. Monetary items denominated in foreign currency and outstanding at the Balance sheet date are
converted at the year end exchange rate and the resultant gain or loss is dealt with in the Statement of Profit &
Loss. In the case of forward contracts, the difference between the forward rate and exchange rate on the date of
transaction is dealt with in the Statement of Profit & Loss on completion of the transaction.

10 GOVERNMENT GRANTS
Subsidies from government in respect of fixed assets are deducted from the cost of respective assets as and when
they accrue.
Subsidies related to revenue are recognised in the Statement of Profit and loss to match them with the related costs
which they are intended to compensate.
11 TAXES ON INCOME:
Provision for Income-Tax is made for both current and deferred tax. Provision for current income tax is made on the
assessable income at the tax rate applicable to the relevant assessment year. Deferred tax is accounted for by
computing the tax effect of the timing difference which arise during the year and reverse out in the subsequent
periods. Deferred tax is calculated at the tax rates substantively enacted by the Balance Sheet date. Deferred tax
assets are recognized only if there is a virtual certainity that they will be realised.

31

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA

12 EXPENDITURE ON NEW PLANTING AND REPLANTING :


Direct Expenditure on New Planting of different crops (other than minor produce) including upkeep and maintenance
expenditure on immature plants are capitalised under Development.
Direct Expenditure on replanting of Tea and Cardamom including upkeep and maintenance expenditure on immature
plants is charged to Statement of Profit and Loss with credit to Subsidy on replanting Tea and Cardamom as
Revenue.
13 EARNINGS PER SHARE:
Basic earning per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders after deducting Preference Dividend and attributable taxes by weighted average number of equity
share holders outstanding during the period. The weighted average number of equity shares outstanding during
the period is adjusted for events such as bonus issue, bonus element in a right issue, share split, and reverse share
split (Consolidation of Shares) that have changed the number of Equity Shares oustanding without a corresponding
change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.
14 PROVISIONS AND CONTINGENT LIABILITY:
Provision is recognised when the Company has a present obligation as a result of past event, is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. Provisions are not discounted to their present value and are
determined based on the best estimate required to settle the obligation at the reporting date. These estimates are
reviewed at each reporting date and adjusted to reflect the current best estimates.
Contingent Liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurance or non occurance of one or more uncertain future events beyond the control of the Company or a
present obligation that is not recognised because it is not probable that an outflow of resources will be required to
settle the obligation. Contingent Liability also arises in extremely rare cases where there is a liability that cannot be
recognised because it cannot be measured reliably. The Company does not recognise contingent Liability but
discloses its existence in financial statements.
Contingent Assets are neither recognised nor disclosed.
15 CASH FLOW STATEMENT:
Cash flow statement is prepared segregating the cash flows from operating, investing and financing activities. Cash
flow from operating activities is reported using indirect method. Under the indirect method, the net profit is
adjusted for the effects of:
(i) Transactions of a non-cash nature
(ii) Any deferrals of accruals of past or future operating cash receipts or payments and
(iii) Items of Income or expense associated with investing or financing cashflows.
Cash and Cash equivalents (including bank balances) are reflected as such in Cash Flow Statement.

32

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014

(Amount in `)
As at
31-03-2013

90,00,000
1,50,00,000

90,00,000
1,50,00,000

2,40,00,000

2,40,00,000

55,00,000
1,20,00,000

55,00,000
1,20,00,000

1,75,00,000

1,75,00,000

54,00,000
1,20,00,000

54,00,000
1,20,00,000

1,74,00,000

1,74,00,000

NOTE 2:
SHARE CAPITAL
a. AUTHORISED:
9,00,000 - Equity Shares of Rs.10/- each
15,00,000 - 7% Cumulative Preference Shares of Rs.10/-each

b. ISSUED:
5,50,000 - Equity Shares of Rs.10/- each,
12,00,000 - 7% Cumulative Preference Shares of Rs.10/- each

c. SUBSCRIBED AND PAID UP:


5,40,000 - Equity Shares of Rs.10/- each
12,00,000 - 7% Cumulative Preference Shares of Rs.10/- each

Note : The Preference Shares issued on 16.01.2008 are redeemable at par on 16th
January 2028, but the Company at its option and at any time after 16th January
2011 can redeem the shares (Option not utilised till 31.03.2014) and the Preference
Shares issued on 03.11.2011 are redeemable at par on 3rd November 2031, but
the Company at its option at any time after 03.11.2014 can redeem the shares.

33

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014

(Amount in `)
As at
31-03-2013

5,40,000
Nil
5,40,000

5,40,000
Nil
5,40,000

12,00,000
Nil
12,00,000

12,00,000
Nil
12,00,000

NOTE 2: (Contd..)
d. RECONCILIATION OF SHARES:
Number of Equity Shares at the beginning of the year
Add/(Less) Shares issued/buyback etc.
Number of Equity Shares at the end of the reporting period
Number of Preference Shares at the beginning of the year
Add/(Less) Shares issued/buyback etc.
Number of Preference Shares at the end of the reporting period

e. DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% OF SHARES:


No.of shares held

% of holding

No.of shares

% of holding

71,061
2,11,633

13.16
39.19

69,026
2,11,633

12.78
39.19

12,00,000

100

12,00,000

100

1. Equity:
Mr. Dilip Thomas
Dalp Trading and Manufacturing Limited
2. Preference:
The Rajagiri Rubber & Produce Company Limited
g. No bonus shares/buyback of shares in last 5 years.

NOTE: 3
RESERVES AND SURPLUS
CAPITAL REDEMPTION RESERVE:
As per last Balance Sheet
GENERAL RESERVE:
As per last Balance Sheet
Add: Transfer from Statement of Profit and Loss

7,44,54,260
Nil

SURPLUS/(DEFICIT):
Profit/(Loss) for the period
Add: (Loss)/Surplus Brought forward
Surplus/(Deficit)
Total
34

3,00,000

3,00,000

7,44,54,260

7,44,54,260

1,80,50,634
(5,62,50,374)

(3,26,53,928)
(2,35,96,446)

(3,81,99,740)

(5,62,50,374)

3,65,54,520

1,85,03,886

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014

(Amount in `)
As at
31-03-2013

Repayable in 72 monthly instalments starting from May 2009


and last instalment falling due on April 2015 (Interest rate 11.75% PA)

9,26,111

1,22,66,111

Repayable in 10 half yearly instalments starting from Sep 2012


and last instalment falling due on Sep 2017 (Interest Rate 11.75% PA)

11,20,000

19,20,000

Repayable in 10 half yearly instalments starting from Sep 2020


and last instalment falling due on Sep 2025 (Interest Rate 11.75% PA)

2,64,65,000

2,39,10,000

Vehicle Loan from Banks Secured against hypothecation of vehicles:


Repayable in 36 monthly instalments starting from Dec 2011
(last instalment Nov 2014) - Interest Rate 10.50% per annum

Nil

1,07,000

62,000

Nil

Repayable in 36 monthly instalments starting from Sep 2013


(last instalment Aug 2016) - Interest Rate 10.55% per annum

6,63,988

Nil

Repayable in 60 monthly instalments starting from Sep 2013


(last instalment Aug 2018) - Interest Rate 10.55% per annum

6,08,497

Nil

2,98,45,596

3,82,03,111

NOTE: 4
NON CURRENT LIABILITIES:
LONG TERM BORROWINGS:
TERM LOANS FROM BANKS - Secured
Term Loan from Bank, Secured against hypothecation of Stock-in-trade, Standing
crops,Plant and Machinery at Estates and Vehicles and also equitable mortgage
of land in Estates and Wood Factory at Annur with Buildings thereon.

Repayable in 24 monthly instalments starting from July 2013


(last instalment Jun 2015) - Interest Rate 13% per annum

35

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014

(Amount in `)
As at
31-03-2013

2,23,363

2,07,870

2,23,363

2,07,870

25,21,313

15,10,787

25,21,313

15,10,787

NOTE : 7
SHORT TERM BORROWINGS:
FROM BANKS - SECURED:
Secured against hypothecation of stock-in-trade, Standing crops, movable and immovable
properties of the Company (Previous year - Secured against hupothecation of stock-intrade, Standing crops, Plant and Machinery at Estates and Vehicles and also equitable
mortgage of land in Estates and Wood Factory at Koodal and Annur with Buildings
thereon). (Rate of Interest 0.95% over Base rate - 10.95% per annum (previous year 11.75%
per annum)
Cash Credit
11,65,08,349
Working Capital Demand Loan
Nil

5,84,45,629
1,00,00,000

NOTE: 5
OTHER LONG-TERM LIABILITIES
Trade payable

NOTE: 6
LONG TERM PROVISIONS
Provision for Employee Benefits:
For Leave Encashment

ADVANCE FROM RELATED PARTIES - Unsecured:


Loans from Directors
(Rate of interest @ 10% per annum) and previous year 10% per annum)
Deferred Sales Tax Liability - Unsecured
Current maturities of Long term Debts (Refer Note 4)
PUBLIC DEPOSITS - Unsecured
Public Deposits
(Rate of interest @ 10% per annum and previous year 10% per annum)

36

1,05,00,000

65,00,000

Nil

71,23,222

1,14,26,000

2,11,43,000

13,84,34,349

10,32,11,851

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014

(Amount in `)
As at
31-03-2013

2,02,90,317

1,87,54,102

10,34,372
40,050
1,27,20,993
3,73,75,165

11,59,118
40,050
1,21,20,997
2,42,94,164

5,11,70,580

3,76,14,329

4,59,004
37,39,404

11,49,552
39,51,635

84,62,676

84,62,676

1,26,61,084

1,35,63,863

NOTE : 8
TRADE PAYABLES:
Sundry Creditors
(Refer Note No.27(5) for details of dues to Micro and Small enterprises)

NOTE : 9
OTHER CURRENT LIABILITES:
Investor Education and Protection Fund
- Unpaid/unclaimed dividends
Unpaid Preference Capital Refund
Term Loans - Current maturities of Long term Debts (Refer Note 4)
Other payables

NOTE : 10
SHORT TERM PROVISIONS:
Provision for employee benefits:
For Leave Encashment
For Gratuity
Other Provisions:
Provision for Income tax

37

38
9,46,67,108
16,76,92,533

BUILDINGS

MACHINERY

9,99,167

1,21,79,572

32,23,27,149
32,16,13,698

32,19,073

1,62,50,583

20,300

79,62,025

9,78,174

Nil

Nil

Additions

8,58,21,296

3,10,33,230

64,81,829

As at
31.03.2014

5,26,74,519

Nil

Nil

Upto
31.03.2013

1,83,00,806

56,48,342

1,17,09,892

48,08,288

2,85,716 32,23,27,149 18,72,23,919

3,45,77,414 29,99,29,307 20,01,97,664

11,68,850

4,40,088

2,30,10,754 15,26,43,804 13,10,04,965

98,23,986

Nil

1,33,736

Deductions

GROSS BLOCK

* The Company does not have any Leased assets.

Previous Year

VEHICLES

60,68,130

3,10,33,230

DEVELOPMENT

FURNITURE AND FITTINGS

66,15,565

As at
01.04.2013

FREEHOLD LAND

Description

NOTE : 11
TANGIBLE ASSETS *

1,32,54,228

1,18,18,489

17,31,966

2,27,947

66,07,531

32,51,045

Nil

Nil

For the
Year

4,76,83,338

Nil

Nil

Upto
31.03.2014

1,24,16,058

46,04,176

58,84,748

10,44,166

3,68,55,958

3,81,37,958

3,10,33,230

64,81,829

As at
31.03.2014

2,80,483 20,01,97,664 12,21,29,485

13,43,89,779

12,21,29,485

45,40,691

12,59,842

3,66,87,568

4,19,92,589

3,10,33,230

66,15,565

As at
31.03.2013

NET BLOCK

(Amount in `)

3,15,24,735 18,04,91,418 11,94,37,889

10,25,800

4,32,059

2,18,24,650 11,57,87,846

82,42,226

Nil

Nil

Withdrawn

DEPRECIATION

NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2014

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA

39

* Associate Company

TOTAL

CAPITAL GAINS BONDS:


Rural Electrification Corporation Ltd.

UNQUOTED
Teaserve (face value Rs.5,000/- per share)
A.V.Thomas Investments Co. Ltd.*
Dalp Trading and Manufacturing Ltd *
Rajagiri Impex Limited. *

EQUITY SHARES IN COMPANIES ( i )


QUOTED
A.V.Thomas & Co. Ltd. *
L.J.International Limited. *
Tata Global Beverages Ltd.
Dunlop India Ltd.
Tata Coffee Ltd.

300

1
22500
5000

3500
360
168
50
200

No. of
Shares/Units

13,395
32,80,000
32,93,395

7,80,000
7,93,395

300

300

30,00,000

30,00,000

30,00,000

Amount
(in `)

Deductions
No. of
Shares/Units

31-03-2013

5,00,000

5,00,000
5,00,000

Amount
(in `)

13,395

31-03-2014

50000

No. of
Shares/Units

Additions

1
22500
5000
50000

3500
360
168
50
200

7,93,395

Nil

5,000
2,25,000
50,000
5,00,000
7,80,000

13,395

5,000
2,295
750
1,175
4,175

Amount
(in `)

As at 31-03-2014
No. of
Shares/Units

(i) Face Value of Equity Shares is ` 10/- fully paidup except for those shares where face value has been separately mentioned.

32,93,395

30,00,000

30,00,000

2,80,000

5,000
2,25,000
50,000

13,395

5,000
2,295
750
1,175
4,175

Amount
(in `)

As at 01-04-2013

Aggregate amount of Quoted Investments


(Market Value ` 3,31,618/-, Previous year ` 2,21,529/-)
Agreegate amount of Unquoted Investments

2.

1.

Description

NOTE : 12
NON CURRENT INVESTMENTS (AT COST)

NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2014

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014

(Amount in `)
As at
31-03-2013

23,19,222
10,04,652

19,86,610
73,45,581

33,23,874

93,32,191

Nil
1,67,39,000
28,60,000
3,29,31,000
3,48,23,023
44,876

8,61,000
1,01,70,000
22,99,000
2,09,58,000
2,72,63,062
44,876

8,73,97,899

6,15,95,938

30,30,422
36,74,098
36,74,098

57,92,027
Nil
Nil

30,30,422

57,92,027

5,66,04,095

2,08,69,032

5,96,34,517

2,66,61,059

Note:
Includes debts due by Private Limited Company in which there are common Directors
AVT Wood Products Private Limited
1,06,72,342

1,51,47,937

NOTE: 13
OTHER NON-CURRENT ASSETS:
Unsecured, Considered good
Deposits
Others
NOTE: 14
INVENTORIES(Valued at Lower of Cost and net realisable value)
Raw Materials
Work-in-progress
Stock-in-Transit
Finished goods
Stores and Spares
Nurseries

NOTE: 15
TRADE RECEIVABLES:
Unsecured, Considered good
Outstanding for more than six months from the date
they become due for payment
Doubtful
Less : Allowance for bad and doubtful advances
Total
Others
Unsecured, Considered good

40

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014

(Amount in `)
As at
31-03-2013

80,010

1,42,127

29,78,948
32,00,000
61,78,948
62,58,958

13,41,864
36,00,000
49,41,864
50,83,991

10,34,372

11,59,118

40,050

40,050

69,45,896

8,19,127

80,20,318

20,18,295

1,42,79,276

71,02,286

1,20,000

1,20,000

1,43,99,276

72,22,286

5,90,680

3,73,000

1,30,72,694

1,18,36,649

39,233

1,58,400

Subsidy receivable

6,94,505

16,61,970

Deposits with NABARD

4,16,795

4,16,795

78,63,037

39,38,631

3,50,000

3,50,000

2,30,26,944

1,87,35,445

NOTE: 16
CASH AND CASH EQUIVALENTS:
Cash and Stamps on hand
Balances with Scheduled Banks
in Current Account
in Deposit Account

in Unpaid Dividend Bank Account


in Unpaid Preference Capital Refund Bank Account
in Margin Money deposits accounts

Deposit with more than 12 months maturity

NOTE: 17
SHORT TERM LOANS AND ADVANCES:
Unsecured, Considered good :
Loans and advances due by Officers of the Company
Advances recoverable in cash or in kind or for value to be received.
Interest accrued and due on investments

Tax payments pending adjustments


MAT Credit Entitlement

41

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF STATEMENT OF PROFIT & LOSS
FOR THE YEAR ENDED 31ST MARCH 2014
For the year ended
31-03-2014

(Amount in `)
For the year ended
31-03-2013

NOTE: 18
SALE OF PRODUCTS:
Tea
Cardamom
Doors/Boards etc
Minor Produce
Furnitures/Architraves etc.
Tea waste
Subsidy
Sundry receipts

52,74,61,504
1,57,14,466
12,77,67,011
60,20,690
1,05,73,546
23,61,000
Nil
46,46,831

36,70,37,190
1,86,91,852
12,65,25,516
7,57,820
82,81,003
18,51,314
27,03,729
25,27,320

Less: Excise Duty

69,45,45,048
1,59,59,658

52,83,75,744
1,57,01,146

67,85,85,390

51,26,74,598

6,19,412

5,40,412

5,38,094
2,05,067
2,26,08,262
10,36,000
41,330
11,65,775
2,79,774

8,11,525
2,41,665
44,967
8,36,000
1,49,010
10,28,080
Nil

2,64,93,714

36,51,659

NOTE: 19
OTHER INCOME:
Income from non-current Investments
Interest Received
- From Banks
- Others
Profit on Sale of Assets
Rent Received
Insurance claim received
Miscellaneous Receipts
Sundry Creditors no longer payable written back

42

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF STATEMENT OF PROFIT & LOSS
FOR THE YEAR ENDED 31ST MARCH 2014

(Amount in `)
For the year ended
31-03-2014

For the year ended


31-03-2013

25,41,28,767

16,76,38,403

6,02,95,865

7,13,91,931

31,44,24,632

23,90,30,334

95,40,980

1,06,09,843

Power and fuel consumed

6,09,23,038

5,75,75,229

Stores, spares, chemicals and packing materials consumed

6,14,56,473

4,56,81,712

93,47,672

78,62,447

1,14,97,158

1,19,63,223

86,32,461

48,20,122

16,13,97,782

13,85,12,576

NOTE: 20
COST OF MATERIAL CONSUMED:
- Bought Leaf
- Wood

NOTE: 21
OTHER MANUFACTURING EXPENSES:
Processing Charges

Transport and Warehousing


Repairs - Plant and Machinery
Repairs - Buildings

43

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF STATEMENT OF PROFIT & LOSS
FOR THE YEAR ENDED 31ST MARCH 2014
(Amount in `)

NOTE: 22
INCREASE/DECREASE IN INVENTORY
Inventory at the beginning of the year
Tea
Cardamom
Doors/Boards
Stock in process:
Doors/Boards

Inventory at the end of the year


Finished Goods
Tea
Cardamom
Doors/Boards
Stock in process:
Doors/Boards

NOTE: 23
EMPLOYEES BENEFIT EXPENSES:
Salaries, Wages and Bonus
Contribution to Provident and Other Funds
Provision for Gratuity (Refer Note No. 27 (8))
Provision for Leave Encashment (Refer Note No.27 (8))
Staff Welfare Expenses

NOTE: 24
FINANCE COSTS:
Interest

44

For the year ended


31-03-2014

For the year ended


31-03-2013

1,86,12,000
23,46,000
-

74,03,000
32,02,000
-

2,09,58,000

1,06,05,000

1,01,70,000

59,37,000

3,11,28,000

1,65,42,000

2,92,64,000
36,67,000
-

1,86,12,000
23,46,000
-

3,29,31,000

2,09,58,000

1,67,39,000

1,01,70,000

4,96,70,000

3,11,28,000

(-) 1,85,42,000

(-) 1,45,86,000

14,02,19,393
94,45,781
37,39,404
3,19,978
40,65,408

11,15,54,740
89,74,074
34,64,144
5,69,323
39,18,360

15,77,89,964

12,84,80,641

1,71,79,920

1,76,08,626

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTES FORMING PART OF STATEMENT OF PROFIT & LOSS
FOR THE YEAR ENDED 31ST MARCH 2014
(Amount in `)
For the year ended
31-03-2014

For the year ended


31-03-2013

8,02,683
34,60,292
18,98,871

6,99,847
73,63,104
16,03,685

42,95,988
3,00,941
6,74,076
10,02,941
66,475
1,90,000

37,87,394
1,34,251
5,96,343
13,11,679
83,472
2,00,000

5,00,000
1,40,000
1,90,000
1,48,500
1,20,943
12,71,317
7,23,872
8,44,460
85,29,027
79,787
52,20,300
87,18,637
36,74,098

4,50,000
1,55,000
1,86,000
1,53,000
1,16,679
12,95,953
13,94,323
5,09,645
33,51,543
Nil
31,31,074
Nil
Nil

4,28,53,208

2,65,22,992

NOTE: 25
OTHER EXPENSES:
Rent and Amenities
Rates and Taxes
Brokerage and Commission
Repairs and Maintenance :
Vehicles
Others
Printing and Stationery
Postage and Telephones
Legal Expenses
Directors Sitting Fees
Auditors Remuneration:For Audit
For Certification / Tax Audit
For Tax Representation
For Travelling and other Expenses
For Service Tax
Insurance
Advertisement and Sales promotion
Bank Charges
Travelling Expenses
Assets discarded written off
Miscellaneous Expenses
Bad and doubtful debts written off
Provision for Bad and doubtful debts

45

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTE : 26
OTHER NOTES

NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014


1.

Raw Materials
Bought Leaf - Indigenous
Wood - Indigenous
Wood - Imported

Value
`

Percentage

Value
`

Percentage

25,41,28,767

100

16,76,38,403

100

2,95,01,658
3,07,94,207

49
51

5,68,78,097
1,45,13,834

84
16

6,02,95,865
b)

3.

4.

Previous
Year

PARTICULARS OF CONSUMPTION:

a)

2.

Year Ended
31st March 2014

Stores and Spares


Indigenous
Imported

7,13,91,931

6,14,51,395
5,078

99.99
0.01

4,50,27,825
6,53,887

98.57
1.43

6,14,56,473

100

4,56,81,712

100

EARNINGS IN FOREIGN CURRENCY:


a. EXPENDITURE IN FOREIGN CURRENCY:
Travelling Expenses
b. CIF VALUE OF IMPORTS:
Raw materials
Stores and spares
EARNINGS PER SHARE:
Profit after Taxation
Less: Preference Dividend
and taxes thereon592131
Profit available for Equity Shareholders
Number of Equity Shares outstanding
at the end of the year
Earnings per Share (Basic and Diluted)
CONTINGENT LIABILITIES:
(a) Sales tax demands disputed in appeals
against which ` 58,75,035/- is paid and
included under other current assets

Nil

Nil

33,28,998

1,09,526

2,52,86,025
Nil

68,25,182
1,61,665

1,80,50,634

(3,26,53,928)

9,82,758
1,70,67,876

9,82,758
(3,36,36,686)

5,40,000
31.61

5,40,000
(62.29)

55,93,000

70,43,000

(b) The Company has imported Machineries for the Doors Factory at Annur, Coimbatore
by availing concessional Customs duty under EPCG Scheme, for which the Company
has to achieve a Export turnover of ` 6.12 crores within a period of eight years from
29.03.2008, failing which the Company has to repay the Customs duty of ` 76.47 lakhs
together with interest at 15% per annum to the Government.
(c) Estimated amount of contracts remaining to be executed on
Capital Account.
1,25,000
46

Nil

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTE : 26 (Contd.)
NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014 (Contd.)
5.

DUE TO MICRO AND SMALL ENTERPRISES:


Based on the information available with the Company, the principal amount due to Micro
and Small enterprises as on 31.03.2014 is Nil . (Previous year Nil) There are no overdue
principal amounts and therefore no interest is paid or payable.

6.

ACCOUNTING FOR TAXES ON INCOME


The impact of deferred tax on income for the year is considered not material and hence not
recognised.

7. SEGMENTWISE REVENUE RESULTS AND CAPITAL EMPLOYED


31.03.2014
1.

Segment Revenue
a) Plantation
b) Panel Boards,Doors etc.

(` in lakhs)
Previous year

5562.04
1223.81

3935.69
1191.05

Less Inter Segment Revenue

6785.85
-

5126.74
-

Net Sales / Income from Operations

6785.85

5126.74

333.79
(7.25)

(28.30)
(145.55)

326.54

(173.85)

171.80

176.09

(25.77)

(23.40)

180.51

(326.54)

(20.57)
552.19
7.93

(129.82)
455.93
32.93

539.55

359.04

Total

2. Segment Results
Profit/(Loss) before tax and interest from
a) Plantation
b) Panel Boards,Doors etc.
Total
Less : 1) Interest
2) Other Un-allocable expenditure net off
un-allocable income
Total Profit/(Loss) Before Tax
3. Capital Employed
(Segment Assets-Segment Liabilities)
a) Plantation
b) Panel Boards,Doors etc.
c) Others
Total

47

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTE: 26 (Contd..)
NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014 (Contd.)
8 Employee Benefits:
i) Defined Benefit Plans:
a) Description of the Companys defined benefit plan:
i) Gratuity Scheme:
This is a funded defined benefit plan for qualifying employees for which, the Company makes contribution to
the Gratuity Fund managed by the Life Insurance Corporation of India. The scheme provides for a lumpsum
payment to vested employees at retirement, death while in employment or on termination of employment.
Vesting occurs upon completion of five years of service.
ii) Leave Encashment:
The company also operates a non funded leave encashment scheme for its employees.
b) Reconciliation of changes in the Present Value of Obligation:
As on 31.03.2014
Gratuity
Leave
Encashment
(Funded Plan)
(Non Funded Plan)
`
`
Present Value of the Obligation as on 1.04.2013
4,74,20,060
26,60,339
Current Service Cost
34,83,153
3,45,030
Interest Cost
36,81,590
2,05,153
Benefits Paid
(33,72,045)
(2,23,699)
Actuarial loss / (gain)
3,67,113
(6,506)
Present Value of the Obligation as on 31.03.2014

As on 31.03.2013
Gratuity
Leave
Encashment
(Funded Plan)
(Non Funded Plan)
`
`
4,46,96,384
20,91,016
30,16,625
3,08,490
36,05,243
1,71,010
(45,63,526)
(1,58,266)
6,65,334
2,48,089

5,15,79,871

29,80,317

4,74,20,060

26,60,339

c) Reconciliation of changes in the fair value of Plan Assets:


Fair Value of Plan Assets as on 1.04.2013
4,34,68,425
Adjustment to Opening Fair Value of Plan Assets
0
Expected return on plan assets
38,28,800
Contribution by the Company
39,51,635
Benefits Paid
(33,72,045)
Actuarial gain / (loss)
(36,348)

Nil
Nil
Nil
2,23,699
(2,23,699)
Nil

4,42,08,893
Nil
38,99,200
Nil
(45,63,526)
(76,142)

Nil
Nil
Nil
1,58,266
(1,58,266)
Nil

Nil

4,34,68,425

Nil

3,45,030
2,05,153
NA
(6,506)

30,16,625
36,05,243
(38,99,200)
7,41,476

3,08,490
1,71,010
NA
2,48,089

5,43,677

34,64,144

7,27,589

Fair Value of Plan Assets as on 31.03.2014

4,78,40,467

d) The total expense recognised in the profit and loss account is as follows:
Current Service Cost
34,83,153
Interest Cost
36,81,590
Expected return on plan assets
(38,28,800)
Net Actuarial (gain) / loss recognised in the year
4,03,461
37,39,404

48

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTE: 26 (Contd.)
NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014 (Contd.)
8 Employee Benefits: (Contd.)
As on 31.03.2014
As on 31.03.2013
Gratuity
Leave
Gratuity
Leave
Encashment
Encashment
(Funded Plan)
(Non Funded Plan)
(Funded Plan)
(Non Funded Plan)
`
`
`
`
e) Reconciliation of Net Liability recognised in the balance sheet
Net Liability as at the beginning of the year
39,51,635
26,60,339
4,87,491
20,91,016
Adjustment to Opening Fair Value of Plan Assets
Add : Expense as (d) above
37,39,404
5,43,677
34,64,144
7,27,589
Less: Employers Contribution / Payment
39,51,635
2,23,699
1,58,266
Net Liability as at the end of the year
f)

Constitution of Plan Assets:


Investments in LIC Group Gratuity Scheme

37,39,404

29,80,317

39,51,635

26,60,339

4,78,40,467

Not Applicable

4,34,68,425

Not Applicable

9.10%
8.00%
5.00%
NA

8.05%
7.00%
5.00%
9.30%

8.05%
7.00%
5.00%
NA

g) Principal actuarial assumptions used as at the Balance Sheet date:


Discount Rate
9.10%
Salary Escalation Rate
8.00%
Attrition Rate
5.00%
Expected rate of return on plan assets
8.75%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors such as demand and supply in the employment market.
h) The amount pertaining to defined benefit plan are as follows:
31.03.2014
31.03.2013
Gratuity funded plan
Defined Benefit Obligation
5,15,79,871
4,74,20,060
Plan Assets
4,78,40,467
4,34,68,425
Surplus/(Deficit)
(37,39,404)
(39,51,635)
Experience adjustment - Plan Liability
3,67,113
6,65,334
Experience adjustment - Plan Assets
(36,348)
(76,142)

31.03.2012

31.03.2011

31.03.2010

4,46,96,384
4,42,08,893
(4,87,491)
2,78,388
(23,835)

3,99,41,278
3,95,44,304
(3,96,974)
23,87,714
(2,39,929)

3,41,30,514
3,26,08,370
(15,22,144)
42,45,903
(4,51,583)

The Company expects to fund ` 30.50 lakhs towards its Gratuity Plan during the year 2014-2015
ii) Defined Contribution Plans:
The Company makes contribution towards employees provident fund, family pension fund, super annuation fund and employees state
insurance scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The
Company during the year recognised ` 92,16,678/- as expenses towards contributions to these plans.

49

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTE : 26 (Contd.)

NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014 (Contd.)
9

RELATED PARTY TRANSACTIONS:


Following associate Companies are related to the Company on account of common control through Constitution
of Board / Shareholdings:
- A V Thomas & Company Limited
- A V Thomas International Limited
- L.J International Limited
- A V Thomas Investments Company Limited
- The Rajagiri Rubber and Produce Company Limited
- DALP Trading and Manufacturing Limited
- A V Thomas Leather and Allied Products Private Limited
- A V Thomas Exports Limited
- A V T Wood Products Private Limited
- DALP Benevolent Trust
- J.Thomas Educational and Benevolent Trust
- Rajagiri Impex Limited
- AVTS2 Virtual Lifestyle Pvt Ltd
- DALP Holding Singapore PTE Limited
Key Management Personnels

Mr. Dilip Thomas, Chairman


Mr. K. Suresh, Managing Director

50

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA


NOTE : 26 (Contd.)

NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014 (Contd.)
9. RELATED PARTY TRANSACTIONS: (Contd.)
Year ended 31.03.2014
Details of Transactions:
Associates
INCOME:
Sales
Rent received
Dividend Received
EXPENDITURE:
Purchases
Warehousing Charges
Employee Cost
Rent Paid
Remuneration paid to
Chairman
Managing Director
Sitting Fees
Interest Paid
Commission Paid
OTHERS:
Purchase of Investments
Loan Accepted
Loan Repaid
Rent Advance
BALANCE AS ON 31st MARCH 2014
Debit Balances
Credit Balances

Year ended 31.03.2013

Key Management
Personnel
(Including Relatives)

Associates

Key Management
Personnel
(Including Relatives)

46,45,27,593
10,36,000
6,14,300

Nil
Nil
Nil

34,51,77,962
8,36,000
3,53,600

Nil
Nil
Nil

1,25,393
1,09,26,932
57,29,305
12,000

Nil
Nil
Nil
Nil

9,59,026
41,45,429
52,27,193
12,000

Nil
Nil
Nil
Nil

Nil
Nil
Nil
Nil
1,81,383

Nil
17,83,500
70,000
9,77,814
Nil

Nil
Nil
Nil
Nil
Nil

11,15,200
17,83,500
40,000
9,54,909
Nil

5,00,000
Nil
Nil
Nil

Nil
2,20,00,000
1,80,00,000
5,20,000

Nil
Nil
Nil
Nil

Nil
2,02,50,000
2,02,50,000
5,20,000

3,97,29,403
48,61,216

5,20,000
1,05,00,000

1,76,43,332
11,25,603

5,20,000
65,00,000

10 Previous years figures have been re-grouped wherever necessary.


11 7% Cumulative Dividend and tax on dividend payable on Preference Shares for the year 2013-14 amounts to
` 9,82,758/- (Previous year Rs.9,82,758)
Vide our report of date attached
For SURI & CO.
Chartered Accountants
Firm Regn.No.004283S
G. RENGARAJAN
Place : Chennai,
Partner
Date : 29th May 2014
Membership No. 219922

For and on behalf of the Board

DILIP THOMAS
Chairman

51

K. SURESH
Managing Director

52

2004-2005
2005-2006
2006-2007
2007-2008
2008-2009
2009-2010
2010-2011
2011-2012
2012-2013
2013-2014

Season

Total

Nurseries, Fuel & Timber Clearings,


Minor Produce, Buildings, Roads, etc.

300.89

8.62

104.51

Cardamom

Hectares

Hectares

547.29

11.80

222.81

312.68

Carady Goody
Estate

4,36,15,360
5,09,84,978
5,20,77,517
5,78,33,145
6,48,03,117
8,60,46,962
8,73,40,734
5,11,57,814
1,85,03,886
3,65,54,520

Reserve
funds
todate
Rs.

Pasuparai
Estate

7,50,000
56,00,000
18,50,000
50,36,000
7,00,000
49,58,000
(5,00,000)
4,50,000
-

Provision
for
taxation
Rs.

187.76

1,04,75,676
99,79,602
87,05,151
1,00,90,201
1,70,67,387
1,69,10,379
1,72,08,894
1,57,32,577
1,32,54,228
1,18,18,489

Depreciation
written
off
Rs.

Tea

AREA : AS ON 01-04-2014

11,11,100
1,48,16,823
17,74,312
1,40,52,528
1,02,76,216
3,29,88,475
44,19,914
(3,57,32,920)
(3,26,53,928)
1,80,50,634

Net Profit
before
taxation
Rs.

Particulars of Profits, Provisions, Dividends paid, etc.


(For the last 10 years)

848.18

20.42

327.32

500.44

Hectares

Total

16,20,000
5,40,000
27,00,000
27,00,000
54,00,000
27,00,000
-

Amount
Rs.

Equity Shares

DIVIDENDS PAID ON

THE HIGHLAND PRODUCE COMPANY LIMITED, ALAPPUZHA

30
10
50
50
100
50
-

THE HIGHLAND PRODUCE COMPANY LIMITED

Registered Office :W-21/674, BEACH ROAD, ALAPPUZHA-688012


CIN: L01119KL1925PLC000416
Email id: avt.alapuzha@gmail.com Website: www.highlandproduce.com

ATTENDANCE SLIP
th

I hereby record my presence at the 88 Annual General Meeting of the Company at 11.30 A.M on Friday, the
19th September 2014 at the Registered Office of the Company at W-21/674, Beach Road, Alleppey-688012.
Folio No

-------------------------------------------------------------------------------

-------------------------------------------------------

Full Name of the *Shareholder / Proxy (in Block letters)

Signature of *Shareholder/ Proxy

* Strike out whichever is not applicable


Email ID:

NOTE: Shareholders attending the meeting in Person/ Proxy are requested to complete the Attendance Slip and
hand over at the entrance of the Meeting Hall.

THE HIGHLAND PRODUCE COMPANY LIMITED

Registered Office :W-21/674, BEACH ROAD, ALAPPUZHA-688012


CIN: L01119KL1925PLC000416
Email id: avt.alapuzha@gmail.com Website: www.highlandproduce.com
Form No. MGT-11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]

Corporate Identity Number (CIN) : L01119KL1925PLC000416


Name of the Company
: THE HIGHLAND PRODUCE COMPANY LIMITED
Registered Office
: W-21/674, Beach Road, Alappuzha-688 012
Name of the member (s)

Registered address

E-mail Id

Folio No

I/We, being the member (s) holding .. shares of the above named company, hereby appoint
:
:
:
: ............ or failing him

2. Name
Address
E-mail Id
Signature

:
:
:
: ........ or failing him

3. Name
Address
E-mail Id
Signature

:
:
:
: ..........

1. Name
Address
E-mail Id
Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 88th Annual General Meeting of the
Company, to be held on Friday, 19th day of September 2014 at 11.30 A.M at its Registered Office at W-21/674, Beach
Road, Alappuzha-688 012 and at any adjournment thereof in respect of such resolutions as are indicated overleaf.

Signed this............... day of ................ 2014

Signature of shareholder

Affix
Revenue
Stamp

Signature of Proxy holder(s)


Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting

Resolution
Number

Resolution

Ordinary Business
1.

To adopt the Reports of the Directors,


Auditors and the financial statements for the
Financial Year 2013-14

2.

To appoint a Director in the place of


Mrs. Priyalatha Thomas who retires by
rotation and is eligible for re-appointment

3.

To appoint a Director in the place of


Mr. W.D Nelson who retires by rotation and
is eligible for re-appointment

4.

Re-appointment of M/s Suri & Co,


Chartered Accountants, as auditors to hold
office from the conclusion of this Annual
General Meeting(AGM) till the conclusion of
the 91st AGM of the Company

Special Business
5.

Payment of Revised Remuneration to


Mr. K.Suresh, Managing Director

6.

To consider and approve Alteration in the


Articles of Association

7.

To Consider Borrowing Limit under Section


180(1) of The Companies Act, 2013

8.

Ratification of Remuneration to M/s


Rajendran, Mani & Varier, Cost Auditors

Vote (Optional)
For

Against

Abstain

THE HIGHLAND
PRODUCE COMPANY LTD.

88

th
ANNUAL REPORT & ACCOUNTS
2013 - 2014

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