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Harrisons Malayalam Ltd. — AGM Information 2025
Sep 23, 2025
61620_rns_2025-09-23_8383000d-5a28-4602-ae06-678af46f952a.pdf
AGM Information
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Harrisons Malayalam Limited 24/1624, Bristow Road, Willingdon Island, Cochin 682003 CIN: L01119KL1978PLC002947 Website: www.harrisonsmalayalam.com Email id: [email protected] Tel: 0484-2668023 Fax: 0484-2668024
September 23, 2025
| The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra- Kurla Complex Bandra (E), Mumbai, Maharashtra – 400051 |
The Secretary BSE Limited Corporate Relationship Department 1stFloor, New Trading Ring, Rotunda Building P.J. Towers, Dalal Street, Fort, Mumbai Maharashtra– 400001 |
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Dear Sir/Madam,
Sub: Brief Proceedings of the 48[th] Annual General Meeting of the Company held on Tuesday, September 23, 2025 through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) deemed held at its Registered Office at 24/1624, Bristow Road, Willingdon Island, Cochin 682003
Pursuant to Regulation 30 read with Para A in Schedule III of the Listing Regulations, we enclose herewith the brief of the proceedings of the 48[th] Annual General Meeting of the Company held on Tuesday, September 23, 2025 at 3:00 p.m. (1ST) through Video Conference (VC) or Other Audio-Visual Means (OAVM) as Annexure A
You are requested to take the same on record.
Thanking you,
Yours faithfully,
For HARRISONS MALAYALAM LIMITED
BINU Digitally signed by BINU THOMAS THOMAS Date: 2025.09.23 17:46:28 +05'30'
BINU THOMAS Company Secretary
Encl: a/a
ANNEXURE A
Proceedings of the 48[th] Annual General Meeting (AGM) of the Company
The Forty Eighth Annual General meeting (AGM) of Harrisons Malayalam Limited (“the Company”) was held on Tuesday, September 23, 2025 at 3:00 p.m. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) at the deemed venue - the Registered Office of the Company situated at 24/1624, Bristow Road, Willingdon Island, Cochin – 682003.
Ms. Rusha Mitra, Independent Director and Chairperson of Audit Committee and Nomination & Remuneration Committee chaired the meeting. The Chairperson after ascertaining the quorum, called the meeting to order at 3:00 P.M.
A Total of 50 (Fifty) Members were present at the 48[th] AGM through the Video Conferencing (VC) or Other Audio-Visual Means (OAVM) facility provided through WebEx facility of Central Depository Services Limited (CDSL).
The Chairman then commenced the proceedings by welcoming the Members to the AGM. She informed the Members that, the 48[th] Annual General Meeting of the Company was convened through Video Conferencing or Other Audio-Visual Means, in accordance with various circulars issued by the Ministry of Corporate Affairs and SEBI Listing Regulations in this regard.
She welcomed all the shareholders, Directors, Statutory Auditors, Secretarial Auditor and the Scrutinizer to the 48[th] Annual General Meeting of the Company. She further requested Mr.Binu Thomas, Company Secretary to brief the members regarding the statutory procedures pertaining to AGM.
The Company Secretary confirmed the presence of the following Directors who were present at the 48[th] Annual General Meeting through Video Conference (VC) or Other Audio-Visual Means (OAVM) from their respective locations:
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Mr. Noshir Naval Framjee, Independent Director and Chairman of Stakeholders Relationship Committee
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Mr. C. Vinayaraghavan, Independent Director
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Mr. Santosh Kumar, Whole-time Director
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Mr. Cherian M George, Whole-time Director
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Mr. Rajat Bhargava, Non-Executive Non-Independent Director
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Ms. Rusha Mitra, Independent Director and Chairperson of Audit Committee and Nomination & Remuneration Committee
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Mr. Kaushik Roy, Non-Executive Non-Independent Director.
In attendance:
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Mr. Binu Thomas, Company Secretary
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Mr. Sajish George, CFO
He further informed that Director Mr. P. Rajagopalan could not attend the meeting due to unavoidable circumstances. He further informed that Mr.Nikhil Vaid, Partner, Walker Chandiok & Co. LLP, Statutory Auditor and Mr.P Sivakumar, Partner - SEP Associates, Secretarial Auditor were also present at the Meeting through Video Conferencing facility.
The Company Secretary Mr. Binu Thomas, further stated the following:
He further briefed the members about the instructions relevant for participating in the meeting through Video Conferencing facility. He further informed the members that, the Company had provided its members the facility to exercise their rights to vote at the Forty Eighth Annual General Meeting by electronic means through the e-voting facilities provided by Central Depository Services (India) Limited (CDSL). The remote e-voting period commenced on Saturday, September 20, 2025, 09:00 AM and concluded on Monday, September 22, 2025, 5:00 PM. The e-voting module was disabled by CDSL for voting thereafter. Members, who were attending the AGM and who have not cast their votes by Remote E-voting means, were provided with the option to cast their vote through E-voting during the AGM on all the Resolutions as set out in the Notice of AGM. He informed that, Members who have not cast their vote through Remote e-voting may cast their vote as the e-voting platform would remain open for 15 minutes after the conclusion of the proceedings of this AGM.
The meeting being held through Video Conference/Other Audio Visual Means, there is no proposing and seconding of resolutions.
He then informed the members that Mr. M. D. Selvaraj, FCS, Managing Partner, MDS & Associates LLP, Company Secretaries, Coimbatore, has been appointed as the scrutinizer for the Annual General Meeting to conduct the remote e-voting and also the e-voting process during AGM in a fair and transparent manner.
He then requested Ms. Rusha Mitra, Chairperson of the meeting, to take over the proceedings.
Ms. Rusha Mitra then informed the members that since the notice of the 48[th] AGM along with the Annual Report comprising of audited standalone and consolidated financial statements and the Directors report for the year ended 31.03.2025 has already been circulated to all the members, the same be taken as read. Further, as there are no qualifications or comments in the Statutory Auditors Report and the Secretarial Auditor’s Report for the financial year ended 31[st] March, 2025, the same be taken as read.
She then briefed the members about the performance of the Company.
She further read out the following items as contained in the notice for consideration.
ORDINARY BUSINESS:
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To receive, consider and adopt:
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a) The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 together with the Reports of the Board of Directors and the Auditors thereon and
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b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the Reports of the Auditors thereon (Ordinary Resolution)
2. Appointment of Mr. Kaushik Roy (DIN 06513489) as a Director of the Company, who retires by rotation and being eligible offers himself for reappointment (Ordinary Resolution)
SPECIAL BUSINESS:
Ms. Rusha Mitra being interested in Item No.3 of the Notice, requested Mr. Cherian M. George to take the chair. Mr. Cherian M. George tabled the resolution No.3 and requested Ms. Rusha Mitra to re-occupy the Chair and take over the further proceedings.
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To re-appoint Ms. Rusha Mitra (DIN:08402204) as an Independent Director of the Company for a second term of five consecutive years w.e.f. February 11, 2026 and (Special Resolution).
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Approval for Appointment of M/s. SEP and Associates, Practicing Company Secretaries, Kochi as Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 till FY 2029-30 and the remuneration payable to them. (Ordinary Resolution)
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Ratification of the remuneration of M/s. Shome & Banerjee, Cost Accountants, (Firm Registration No 000001), Cost Auditors for the financial year ending on March 31, 2025 (Ordinary Resolution)
The Chairperson, after transacting all agenda items, had authorised the Company Secretary to invite the 5 registered speaker shareholders to raise their queries / express their views during the meeting. Accordingly, the Company Secretary invited the speaker shareholders to raise their queries / express their views and the same were suitably answered by Mr.Cherian M George and Mr.Santosh Kumar, Whole Time Directors, as authorized by the Chairperson.
The Chairperson then informed the Members that the voting results would be declared after considering Scrutinizer’s Report on remote e-voting and e-voting by the members present in the AGM within 48 hours from the conclusion of the meeting. She also informed that the results along with the Scrutinizer’s Report would be placed on the website of the Company, on the website of CDSL and will be submitted to the Stock Exchanges (NSE and BSE) where the shares of the Company are listed, within the stipulated time.
The Chairperson then thanked all the members, Directors, Auditors and Scrutinizer for attending the 48[th] Annual General Meeting.
The 48[th] AGM was concluded at 4:00 PM (IST).
This is for your information and records.
Thanking You,
For HARRISONS MALAYALAM LIMITED
BINU Digitally signed by BINU THOMAS THOMAS Date: 2025.09.23 17:47:00 +05'30'
BINU THOMAS
Company Secretary