Harrisons Malayalam Ltd

Notice is hereby given that the Thirty Sixth Annual General Meeting of the Company will be held at 11.00 A.M on Monday, September 23, 2013 at Durbar Hall, Casino Hotel, WIllingdon Island, Cochin – 682 003, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Balance Sheet as at March 31, 2013, the statement of Profit & Loss for the year ended on that date and the Report of the Directors and Auditors.

2. To declare a dividend.

3. To appoint a Director in place of Mr. Sanjiv Goenka who retires by rotation and is eligible for reappointment.

4. To appoint a Director in place of Mr. Haigreve Khaitan who retires by rotation and is eligible for reappointment.

5. To appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and fix their remuneration.

SPECIAL BUSINESS

6. To consider and if thought fit, to pass, with or without modification, the following resolution as an ordinary resolution.

"RESOLVED THAT Mr. J.M.Kothary who was appointed as an Additional Director of the Company with effect from May 30, 2013 and who holds office up to the conclusion of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member in terms of Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director and who is eligible for appointment, be and is hereby appointed as a Director of the Company liable to retirement by rotation."

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

2. Proxies in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

3. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is annexed hereto and forms part of the notice.

4. Pursuant to Clause 49 of the Listing Agreement, particulars of Directors seeking appointment / re-appointment at this meeting are mentioned elsewhere in the Annual Report.

5. The Register of Members and Share Transfer Books of the Company will remain closed from September 14, 2013 to September 23, 2013 (both days inclusive)

6. Members are requested to: i) Note that as a measure of austerity, copies of Annual Report will not be distributed at the Annual General Meeting. ii) Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue, as entry to the Hall will be on the basis of the Attendance slip.

7. The dividend recommended by the Directors, if approved by the Members, will be paid on or before October 22, 2013 to those members whose names appear in the Company’s Register of Members, or, who are notified as beneficiaries by the Depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited at the close of business on September 13, 2013.

8. Members holding shares in electronic form are hereby informed that the Company or its Registrar and Share Transfer Agent cannot act on any request received directly from them in respect of change of address or bank mandate. Such requests for changes are to be communicated to their Depository Participant who shall make the necessary change.

9. Members holding shares in physical form are requested to notify the change, if any, in their address or bank mandate to the Company’s Registrar and Share Transfer Agent M/s. Link Intime India Pvt. Ltd., Surya 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore – 641028. Phone: 0422-2314792. Email id: coimbatore@linkintime.co.in

10. Members who have not encashed their dividend warrant for the previous years, may approach the Company and submit their claim for the said dividend. The amount of dividend remaining unclaimed for a period of seven (7) years shall be transferred to the Investor Education and Protection Fund as per the provisions of Section 205C of the Companies Act, 1956. It may also be noted that once the unclaimed dividend is transferred to the Fund, no claim shall lie in respect thereof.

Explanatory Statement

(Pursuant to Section 173(2) of the Companies Act, 1956

Item No.6

Mr. J.M. Kothary was appointed as an Additional Director of the Company with effect from May 30, 2013 pursuant to the provisions of Article 93 of the Articles of Association of the Company and in terms of the provisions of Section 260 of the Companies Act, 1956. He vacates his office at the ensuing Annual General Meeting. Pursuant to Section 257 of the Act, the Company has received a notice in writing from a member signifying his intention to propose the appointment of Mr. J.M. Kothary as a Director of the Company at the ensuing Annual General Meeting.

Yours Directors believe that continued association of Mr. J.M. Kothary would be immensely beneficial to the Company and accordingly recommend the resolution for the approval of the members.

Profile of Mr. J.M. Kothary

Mr. Kothary is a graduate in Commerce and also holds a degree in Law. He has also done his Masters in Business Administration, USA. He has extensive experience of managing industrial and marketing enterprises. He is the former Managing Director of Murphy India Ltd. Mr. Kothary is currently in the Board of RPG Enterprises, Indian Card Clothing Limited, Instant Holdings Limited.

Mr. Kothary does not hold any shares in the Company.

Except Mr. J.M. Kothary no other Director is concerned or interested in the resolution.