Directors' Report For the year ended 31st March, 2024
Dear Shareholders,
The Board of Directors of your Company have pleasure in presenting their 51st Annual
Report on the business and operations of the company together with Audited Financial
Statement for the year ended 31st March, 2024.
1. CORPORATE OVERVIEW
Terai Tea Company Ltd. (‘Your Company) is a leading Tea Manufacturing Company
of West Bengal. The Group has its Corporate Head Quarter at "Agarwala House",
Sevoke Road, 2nd Mile, Siliguri, West Bengal.
2. FINANCIAL SUMMARY
|
|
(Rs. In Lakhs) |
| Particulars |
STANDALONE |
CONSOLIDATED |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue from Operation |
10,806.44 |
9,315.60 |
10,806.44 |
9,315.60 |
| Other Income |
759.54 |
472.88 |
759.54 |
472.88 |
| Profit/(Loss) Before Depreciation Financial Cost and Tax |
684.29 |
523.53 |
684.29 |
523.53 |
| Less: Financial Cost |
253.23 |
248.19 |
253.23 |
248.19 |
| Profit/(Loss) Before Depreciation |
431.06 |
275.34 |
431.06 |
275.34 |
| Less: Depreciation |
143.93 |
165.92 |
143.93 |
165.92 |
| Profit/(Loss) Before Taxation |
287.13 |
109.42 |
287.13 |
109.42 |
| Less: Taxation Expenses |
|
|
|
|
| a) Current Tax |
- |
- |
- |
- |
| b) Deferred Tax |
(27.07) |
(63.20) |
(27.07) |
(63.20) |
| Tax Expensesfor Earlier Year |
5.40 |
0.93 |
5.40 |
0.93 |
| Profit After Taxation |
308.81 |
131.84 |
308.81 |
131.84 |
| Add : Share of Profit in Associate Company |
- |
- |
183.69 |
47.19 |
| Add : Other Comprehensive Income Net of Tax |
- |
- |
- |
- |
| Profit for the Year |
308.81 |
131.84 |
492.50 |
179.03 |
| Basic and Diluted Earnings Per Share |
4.49 |
1.92 |
7.16 |
2.59 |
| Paid up Share Capital |
687.93 |
687.93 |
687.93 |
687.93 |
| Reserve |
7,736.36 |
7,427.56 |
14,403.76 |
13,916.65 |
| Net Worth |
8,424.29 |
8,115.49 |
15,091.69 |
14,604.58 |
3. OVERVIEW OF THE COMPANY PERFORMANCE FINANCIAL REVIEW
The Financial Statement of your Company have been prepared in accordance with the
Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Indian
Accounting Standards (IND AS) a nd the rel evant provisions of the Com panies Act, 2013
and rule made therein, as applicable and regulation 48 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accounting Policies have been consistently applied except where a newly issued accounting
standards, if initially adopted or a revision to an existing accounting standard requires
a change in the accounting Policy. Your Company discloses unaudited financial results on
quarterly basis, which are subjected to limited review, and audited financial results on
an annual basis.
Standard Financial Performance :
Some of the Key Highlights of your Company's performance during the yea runder review
are:
• Your Company's turnover is Rs. 10,806.44 lacs as against Rs. 9315.60 lacs in the
previous year.
• The Company has achieved profit before tax during the current financial year of
Rs. 287.13 Lacs as against Rs. 109.42 lacs in the previous year.
• Net profit after taxation is Rs.308.81 Lacs as against Rs. 131.84 lacs in the
previous year.
• Earnings per share is Rs. 4.49 as against Rs. 1.92 in the previous year.
Consolidated Financial Performance :
On Consolidated basis, your company has achieved consolidated net profit after tax of
Rs.492.50 Lacs as against Rs.179.03 Lacs in the previous year.
4. OPERATIONS REVIEW
During the year under review, the Company's total tea production was at 19.03 Lacs kg.
of Black Tea compared to 22.78 Lacs Kg. in last year. The total sales quantity was 19.64
Lacs kg as against 21.72 Lacs kg in last year 2022-23. The average price realization was
Rs.127.72 per kg. against realization of Rs. 135.88 Per kg in previous year. The average
realization per kg of Tea during the year was lower in comparison to the previous year,
due to unfavorable weather conditions, which severely impacted our production capabilities
as well as quality production.
Your Company is engaged in the Manufacturing and Selling of Tea and Trading in Agri
Merchandise.
Your Company is having the following units under its fold :
a) Bagdogra Tea Estate :The tea garden is in Terai Region of North Bengal, about 15
kms from Siliguri and adjacent to Bagdogra Airport. The total grant area is 687.17 acres
and produces 25 lacs kgs. of made tea annually out of its own leaves and brought tea
leaves. Total Tea Production during the year ended 2023-24 is 5.16 Lacs Kg.
b) CTC Tea Factory (Terai Tea Factory Unit) :The company has set up this unit in
the month of November, 1997 with an objective to produce CTC tea from the green leaf
purchased from different suppliers. Total Tea Production during the year ended 2023-24 is
5.00 Lacs Kg.
c) Adhikari Tea Factory Unit :This unit was commissioned on 17th February 2002. The
present installed capacity of the unit 25 Lacs kgs. of CTC tea per annum . Total Tea
Production during the year ended 2023-24 is 8.87 Lacs Kg.
5. SCENARIO AT TEA INDUSTRY
Tea being an agricultural product, the plantation operations are subject to the
fluctuating fortunes of weather. The crop yield depends on the climatic conditions to a
very large extent. The steps initiated by the management for increasing the crop yields by
implementation of improved agricultural practices are not only necessary, but also
important for the sustainability of the Industry. Tea continues to be savoured globally
and remains the most popular beverage in the country contributing substantially to the
country's income by way of foreign exchange earnings. Indian tea industry provides
employment to more than one million people, more than half of whom are women. Tea Industry
supports a large population comprising of workers, dependents and others residing in the
tea estates. Originally, the tea plantation sector consisted of tea estates with factories
to manufacture their teas but over the last decade or so, there has been an emergence of
small tea growers and bought leaf factories contributing to almost 50% of the total
country's tea production.
India Tea Market was valued at USD 11,702.3 Million in 2024 and is expected to reach
USD 17,934.1 Million by 2033, at a CAGR of 4.19% during the forecast period 2024-2033.Tea
is a brewed beverage prepared from the cured leaves of the Camellia sinensis plant. It
originated in China and is now consumed all over the world. Tea leaves can be processed in
various ways to produce different types of tea, each with its unique flavor and
aroma.Climate in the tea growing areas continues to be erratic and it remains to be seen
if the crops stabilize to normal levels during 2024-25.
Substantial increase in labourwages, high social cost over most other tea producing
countries, high infrastructure costs and increasing energy and other input costs remain
the major problems for the Indian Tea Industry. Shortage of labour during peak season in
some pockets is also a cause for concern. The Company has made substantial investment in
irrigation to minimize the impact on crop due to change in climatic conditions.
Weather is also of prime importance for the industry to achieve desired production
levels. Due to erratic weather conditions the production of tea fluctuates within a given
range. However, inspite of this scenario the outlook for the tea industry is positive, due
to its increasing demand, consumption and acceptance of the same as a wellness drink
globally.
6. INDIAN ECONOMY AND STATE OF AFFAIRS
Strong economic growth in the first quarter of FY23 helped India overcome the UK to
become the fifth- largest economy after it recovered from the COVID- 19 pandemic shock.
Nominal GDP or GDP at Current Prices in the year 2023-24 is estimated at Rs. 293.90
lakh crores (US$ 3.52 trillion), against the First Revised Estimates (FRE) of GDP for the
year 2022-23 of Rs. 269.50 lakh crores (US$ 3.23 trillion). The growth in nominal GDP
during 2023-24 is estimated at 9.1% as compared to 14.2% in 2022-23. Strong domestic
demand for consumption and investment, along with Government's continued emphasis on
capital expenditure are seen as among the key driver of the GDP in the first half of FY24.
Future capital spending of the government in the economy is expected to be supported by
factors such as tax buoyancy, the streamlined tax system with low rates, a thorough
assessment and rationalisation of the tariff structure, and the digitization of tax
filing. In the medium run, increased capital spending on infrastructure and asset-building
projects is set to increase growth multipliers. The contact-based services sector has
demonstrated promise to boost growth by unleashing the pent-up demand. The sector's
success is being captured by a number of HFIs (High-Frequency Indicators) that are
performing well, indicating the beginnings of a comeback.
India has emerged as the fastest-growing major economy in the world and is expected to
be one of the top three economic powers in the world over the next 10-15 years, backed by
its robust democracy and strong partnerships.
7. SUBSIDIARY & ASSOCIATES COMPANIES
During the year under review, your Company formed a wholly owned subsidiary, M/s. Terai
Retailors Private Limited on 19th March, 2024.
A list of the Subsidiaries/Associates/Joint Ventures as on the 31st March, 2024 are as
follows:
I) Subsidiaries:
1. Terai Retailors Private Limited
II) Associates:
1. East Indian Produce Ltd.
2. Jaldacca Tea Plantations Pvt. Ltd.
3. Abhijit Tea Co Pvt. Ltd.
4. Terai I nfrastru ctu res Ltd.
5. Terai Dooars Tea Co. Pvt. Ltd.
6. SayedabadTea Co. Ltd.
7. The Kharibari Tea Co. Ltd.
8. Terai Overseas Pvt. Ltd.
9. Amit Paridhan Pvt. Ltd.
10. New Darjeeling Union Tea Co. Ltd.
11. Terai Ispat & Trading Pvt. Ltd.
12. Terai Financial Services Pvt. Ltd
Performance and Financial Position of Subsidiary and Associates Companies-
I) Subsidiaries:
Terai Retailors Private Limited, wholly- owned subsidiary (WOS)
Terai Retailors Private Limited was incorporated as a new wholly owned subsidiary of
the Company for exploration and expansion of the Real Estate Business in the West Bengal
Market.
Your Company is holding 99.99 % of the equity share capital in Terai Retailors Private
Limited.
II) Associates:
East Indian Produce Ltd:
The Company is engaged in the manufacturing and selling of Tea. This company owns one
tea garden namely Lohagarh Tea Estate. The Tea
Estate is situated in the foothills of Himalayan range of mountains having plantation
areas of 814.37 acres and during the financial year Company produced 3.98 Lacs kg of
Specialty Tea (Green Tea).
Some of the Key Highlights during the year under review are:
|
|
(Rs. in Lacs) |
| SI. Particulars |
2023-24 |
2022-23 |
| 1 Total Gross Revenue |
980.43 |
981.10 |
| 2 Profit before Taxation |
105.06 |
53.71 |
| 3 Net Profit after Taxation |
95.08 |
51.86 |
| 4 Earnings Per Share |
65.71 |
35.84 |
New Darjeeling Union Tea Co. Ltd.:
The Company is engaged in the manufacturing and selling of Tea. This company is the
owner of Kiran Chandra Tea Estate near to Bagogra Airport, in the District of Darjeeling
having an area of 878.41 acres. The Company is owing a Green Tea bought leaf factory
within the premises of Kiran Chandra Tea Estate. The combined annual production during the
financial year was 10.35 Lacs kg Tea.
Some of the Key Highlights during the year under review are:
|
|
(Rs. in Lacs) |
| SI. Particulars |
2023-24 |
2022-23 |
| 1 Total Gross Revenue |
1797.04 |
1758.45 |
| 2 Profit before Taxation |
15.09 |
33.84 |
| 3 Net Profit after Taxation |
38.16 |
27.16 |
| 4 Earnings Per Share |
108.53 |
77.25 |
Sayedabad Tea Co. Ltd.:
The Company is engaged in the manufacturing and selling of Tea. This company owns
Sayedabad Tea Estate having 1,450 acres of grant area. The Company is also owning a bought
leaf factory within the premises of Sayedabad Tea Estate. The combined annual production
during the year of 13.59 Lacs Kg. of CTCTea.
Some of the Key Highlights during the year under review are:
|
|
(Rs. in Lacs) |
| SI. Particulars |
2023-24 |
2022-23 |
| 1 Total Gross Revenue |
2249.73 |
2237.44 |
| 2 Profit before Taxation |
215.33 |
14.83 |
| 3 Net Profit after Taxation |
174.06 |
32.73 |
| 4 Earnings Per Share |
320.08 |
60.19 |
Jaldacca Tea Plantations Pvt. Ltd.:
The Company is engaged in the manufacturing and selling of Tea. This company is the
owner of Jaldacca Altadanga Tea Estate having gross grant area of 1001 acres and during
the financial year the Company produced 2.63 lacs kgs. of Specialty Tea (GreenTea).
Some of the Key Highlights during the year under review are: (Rs. in Lacs)
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
697.12 |
621.49 |
| 2 |
Profit before Taxation |
145.82 |
1.89 |
| 3 |
Net Profit after Taxation |
128.26 |
6.68 |
| 4 |
Earning Per Share |
6840.74 |
356.47 |
Abhijit Tea Company Private Ltd. :
The Company is engaged in the manufacturing and selling of Tea and real estate
business. This company is owning Raja Tea Estate in the heart of Mai Bazar town in the
District of Jalpaiguri having an area of 1482.83 acres. During the financial year Company
produced 5.80 Lacs kg of CTC Tea.
The company has various real estate projects in the city of Siliguri and Falakata town,
West Bengal.
Some of the Key Highlights during the year under review are:
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
1242.40 |
1388.47 |
| 2 |
Profit before Taxation |
(66.59) |
1.27 |
| 3 |
Net Profit after Taxation |
(67.34) |
(8.97) |
| 4 |
Earning Per Share |
(422.54) |
(56.32) |
The Kharibari Tea Company Ltd. :
The Company is engaged in the manufacturing and selling of Tea. The Company owns tea
garden namely Sachindra Chandra Tea Estate having an area of 882.09 acres with production
capacity of 5 Lacs kgs. of made tea per annum. During the Current Financial year the
Company produced 4.10 Lacs kgs. Speciality Tea (Green Tea).
Some of the Key Highlights during the year under review are:
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
1026.73 |
978.05 |
| 2 |
Profit before Taxation |
123.53 |
53.13 |
| 3 |
Net Profit after Taxation |
116.03 |
46.74 |
| 4 |
Earnings Per Share |
58.01 |
23.37 |
Amit Paridhan Pvt. Ltd. :
The Company is engaged in the Processing and Bleaching of Hosiery Clothes. It is
located in Bira, North 24 Paraganas, W.B. It started its Commercial Production on 29th
June, 2012. It processes approx.
1500 M.T of Fabrics annually. The Company uses state of Art machineries for
manufacturing it's Product. The Company produced quality product by way of Job work
trading and is supplying to the leading manufacturer of the country.
Some of the Key Highlights during the year under review are:
|
|
|
(Rs. in Lacs) |
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
1213.91 |
782.48 |
| 2 |
Profit before Taxation |
(38.84) |
(103.46) |
| 3 |
Net Profit after Taxation |
(29.14) |
(78.25) |
| 4 |
Earnings Per Share |
(6.01) |
(16.13) |
Terai Dooars Tea Company Pvt. Ltd.:
The company has owner of bought leaf tea factory and manufacture Black Tea. The Company
is engaged in the manufacturing and selling of Tea. During the financial year Company
produced 6.21 Lacs kg of Tea.
Some of the Key Highlights during the year under review are:
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
646.47 |
796.34 |
| 2 |
Profit before Taxation |
14.15 |
3.70 |
| 3 |
Net Profit after Taxation |
7.76 |
1.79 |
| 4 |
Earnings Per Share |
1.41 |
0.33 |
Terai Infrastructures Ltd.:
The Company's main objective is to deal in real estate business.
Some of the Key Highlights during the year under review are:
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
- |
2.36 |
| 2 |
Profit before Taxation |
0.162 |
0.32 |
| 3 |
Net Profit after Taxation |
(0.22) |
0.32 |
| 4 |
Earnings Per Share |
(0.00) |
0.005 |
Terai Ispat & Trading Pvt. Ltd.:
The Company is engaged in the trading of various merchandise.
Some of the Key Highlights during the year under review are:
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
3107.60 |
3798.06 |
| 2 |
Profit before Taxation |
0.95 |
6.71 |
| 3 |
Net Profit after Taxation |
0.88 |
5.33 |
| 4 |
Earnings Per Share |
0.06 |
0.37 |
Terai Overseas Pvt. Ltd.:
The company is engaged in the Import, Export and trading of various merchandise.
Some of the Key Highlights during the year under review are: (Rs. in Lacs)
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
5110.27 |
5906.43 |
| 2 |
Profit before Taxation |
3.30 |
7.81 |
| 3 |
Net Profit after Taxation |
1.40 |
6.71 |
| 4 |
Earnings Per Share |
0.21 |
1.01 |
Terai Financial Services Pvt. Ltd.:
This Company is the financial arm of the group engaged in providing financial and
investment services.
Some of the Key Highlights during the year under review are: (Rs. in Lacs)
| SI. |
Particulars |
2023-24 |
2022-23 |
| 1 |
Total Gross Revenue |
0.00 |
4.38 |
| 2 |
Profit before Taxation |
(2.98) |
4.25 |
| 3 |
Net Profit after Taxation |
(4.69) |
4.25 |
| 4 |
Earnings Per Share |
(10.19) |
9.23 |
Other Reviews
A. The matter of compensation regarding valuation of trees for the plots of Land
abandoned by the defence authorities is pending adjudication by the Learned Sole
Arbitrator. The matter of rent compensation paid short by the defence authorities is
pending before the Circuit Bench at Jalpaiguri of the Hon'ble High Court, Calcutta.
B. Kumlai Tea & Industries Ltd.: Our company has submitted a Resolution Plan in the
Corporate Insolvency Resolution Process (CIRP) of Kumlai Tea & Industries Ltd. which
is yet to be considered and approved by Committee of Creditors (COC) and the matter is
pending for approval before NCLT, Kolkata Bench. A bank guarantee of Rs. 75 Lacs has been
provided as per the requirement of the Resolution Plan which is being renewed from time to
time.
Consolidated Financial Statement
In compliance with Section 129(3) of the Companies Act, 2013 and Rules made there
under, Indian Accounting Standard (Ind AS) 110 SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Consolidated Financial Statement form part of this
Annual Report. Consolidated Financial Statement presented by your Company include
financial information about its aforesaid associates.
DHARANIPUR TEA ESTATE
The specific performance suit is in final hearing before the Suit Court of the Hon'ble
High Court at Calcutta and your company is hopeful to get the decree in its favour
resulting the revival of the sale deed of Dharanipur Tea Estate executed by the Bhowmicks
in 1991. In the meantime an application under article 227 of the Constitution of India was
filed by your company which is pending now before the Circuit Bench, Jalpaiguri of Hon'ble
Calcutta High Court to allow your com pany to run and manage the Dharanipur Tea Estate
which is being run illegally by a 3rd party.
TEA TOURISM PROJECT
The Company's application for "Tea Tourism Project" through its sister
concern Terai Tea Resorts Ltd on 5 Acres of land at Bagdogra Tea Estate was approved by
the State Government Under its "Tea Tourism Policy" and a lease deed for 99
years has already been executed. The company has entered into a Joint Venture Agreement
for the development of tourism Project with Terai Tea Resorts Limited. The lease of 5
acres was surrendered in favour of original lessor i.e., Government of West Bengal who
executed the lease in favour of sister concern Terai Tea Resorts Limited after receiving
payment of Salami and rent from the said Company. The said Joint Development Agreement is
already subsisting. Your Company, along with the said sister concern, is under negotiation
with the Top Hotel Brands to participate in equity and run and manage the same as
operator. However, it is observed that 5 acres land shall not be sufficient to run a
resort and as such, has further applied for further 3.20 acres of land of its Bagdogra Tea
Estate in continuation of the aforesaid 5 acres land. Till the lessor, being the
Government of West Bengal approves the project, which shall now be for total 8.20 acres,
the said joint venture agreement is kept in abeyance. Furthermore, your company, has
entered into another joint venture agreement withTryambakam Land Pvt. Ltd. for
establishing a Food Court and a Shopping Plaza on
0.83 acres of land within the purview of Tea Tourism and Allied Business Policy, 2019
of Government of West Bengal, just in front of the above project of 8.20 acres. The said
Tryambakam Land Pvt. Ltd. shall be obtaining lease upon payment of salami and rent from
Government of West Bengal upon surrender of the lease by your company (the land not fit
for Tea Plantation). In view of such surrender and as per joint venture agreement, your
company shall get a share of revenue once the said projects are established and operated
by the respective Companies.
LAND AT BANGALORE
The company has an agreement to acquire a few plots of land at Bangalore for which
arbitration proceedings are pending. All the expenses incurred for the litigation in
respect of the said land are considered as deemed cost of land as per the agreement.
COMMERCIAL REAL ESTATE PROJECT
8. The Company has entered into an Amalgamation agreement with other Group Companies
for Constructing a Commercial Real Estate Project at Sevoke Road, Siliguri on 174 Kathasof
land, in which the Company has land share of about 32%. The Company along with other Group
companies as partners, are working on bringing the project into reality. The Statutory
Land Usance Certificate known as LUCC has already been granted by Siliguri Jalpaiguri
Development Authority (SJDA) and your group Companies Partners have submitted the Building
Plans with Siliguri Municipal Corporation which shall be sanctioned shortly. Hopefully,
the construction shall start after monsoon and immediately after Dussehra/Deepawali.
CHARITABLE HOSPITAL PROJECT
Application of the Company to set up a Charitable Hospital under Tea Tourism Policy of
the Government of West Bengal on 3.60 acres leasehold land at Bagdogra Tea Estatehas been
approved "in Principle" by the Screening Committee under the Policy. NOC from
Bagdogra Airport /Defence authorities is yet to be received.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATES COMPANIES
The Statement in Form AOC-1 containing the salient features of the financial statement
of your company's associates pursuant to first proviso to section 129 (3) of the Companies
Act, 2013 (Act) read with rule 5 of the Companies (Accounts) Rules, 2014, forms part of
the Annual Report as an "Annexure-D". Further, in line with section 129
(3) of the Act read with the aforesaid Rules, SEBI Listing Regulations, 2015 and in
accordance with (Indian Accounting Standards) Rules, 2015 (INDAS rules) of the schedule
III of the Companies Act, 2013, Consolidated Financial Statements prepared by your company
includes the financial in formations of its associates companies.
10. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31st March, 2024 was 6,87,93,000
divided into 68,79,300 Equity Shares of ‘10 each. There have not been any changes in
the Equity Share Capital of the Com pany during the Financial Year ended 31st March, 2024.
During the year under review, the Company has neither issued shares with differential
voting rights nor issued sweat equity or granted stock options or sweat equity.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
During the financial year 2023-24, there has been no change in the Board as well as
there was no change in the KMP of the Company.
However, post closure of financial year-
• Mr. Debasis Chakrabarti was appointed as an Independent Director of the Company
w.e.f. 25th July, 2024 fora consecutive period of five years, subject to approval of
shareholders at the ensuing Annual General Meeting.
• Dr. Jayantakumar Natwarlal Raja ceased to be an Independent Director of the
Company w.e.f. 26th July, 2024 due to expiry of 2nd term offive consecutive years.
The present Wholetime KMPs of the Company stands as follows-
• Mr. Ajit KumarAgarwala - Managing Director (MD)
• Mr. Rajendra Kanodia - Chief Financial Officer (CFO)
• Mr. Rajesh Singhania - Company Secretary & Compliance Officer (CS)
None of the Directors of the Company are disqualified as per section 164(2) of the
Companies Act, 2013 and rules made thereunder or any other provisions of the Companies
Act, 2013. The Directors have also made necessary disclosures to the extent as required
under provisions of section 184(1) of the Companies Act, 2013.
12. RETIREMENT BY ROTATION:
Pursuant to the provisions of Section 152(6) and other applicable provisions of the Com
panies Act, 2013 and Articles of Association of the Company, Mr. Ajit Kumar Agarwala,
Managing Director of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.
13. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulation 17
(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board
has carried out an annual evaluation of its own performance, the Directors individually as
well as the evaluation of the working of various Committees. The Independent Directors
also carried out the evaluation of the Chairman and the NonIndependent Directors, the
details of which are covered in the Corporate Governance Report. Induction and Training
of Board Members The process followed by the Company for induction and training to
Board members has been explained in the corporate Governance Report.
14. INDEPENDENT DIRECTOR S DECLARATION
Pursuant to the provisions of Section 149 of the Companies Act, 2013 (‘the Act')
and Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ("the Listing Regulations"), the
Independent Directors have given declarations that they meet the criteria of independence
as provided in Section 149(6) of the Act and Rules framed the reunderand Regulation
16(1)(b)of theSEBI (LODR) Regulations.
The Independent Directors have also declared that they have registered their name with
the data bank maintained by the Indian Institute of Corporate Affairs as required under
the provisions of Section 150 of the Act read with Rule 6(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfill the conditions
specified in the Act as well as the Rules made thereunder and are Independent of the
management.
15. DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act, 2013 your Directors state that
a) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the
applicable accounting standards have been followed with proper explanation relating to
material departures, if any;
b) The Accounting Policies adopted in the preparation of the annual accounts have been
applied consistently except as otherwise stated in the Notes to Financial Statements and
reasonable and prudent judgments and estimates have been made so as to give a true and
fair view of the state of affairs of the Company at the end of the Financial Year 2023-24
and of the profit for the year ended 31st March, 2024.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts for the year ended 31st March, 2024, have been prepared on a
going Concern basis.
e) That proper Intemal Financial Control was in place and that the financial controls
were adequate and were operating effectively.
f) That system to ensure compliance with the provisions of all applicable laws was in
place and were adequate and operating effectively.
16. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Pursuant to provisions of Section 178 of Companies Act, 2013 and pursuant to Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board of Directors of the Company, based on the recommendation of the Nomination and
Remuneration Committee, has formulated a Remuneration Policy.
The criteria for identification of the Board Member including thatfordetemnining the
qualification, positive attributes, independence etc. are summarily given hereunder
a) The Board Members shall possess appropriate skills, qualification, characteristics
and experience. The objective is to have a Board with diverse background and experience in
business, government, academics, technology, human resources, social responsibilities,
finance, law etc. and in such other area as may be considered relevant or desirable to
conduct the Company's business in a holistic manner.
b) Independent directors shall be persons of integrity and possess expertise and
experience and/ or someone who the Committee/Board believes could contribute to the
growth/philosophy/ strategy of the Company.
c) In evaluating the suitability of Individual Board Members, the Committee takes into
account many factors, including General Understanding of the Company's business dynamics,
Global business, Social Perspective, Educational and Professional Background and Personal
Achievements.
d) Directors should possess high level of personal and professional ethics, integrity
and values. Each should be able to balance the legitimate interest and concerns of all the
Company's stakeholders in arriving at decisions, rather than advancing the interests of a
particular constituent.
e) Directors must be willing to devote sufficient time and energy in carrying out their
duties and responsibilities effectively. They must have the aptitude to critically
evaluate management's working as part of a team in an environment of collegiality and
trust.
f) The Committee evaluates each individual with the objective of having a group that
best enables the success of the Company's business and achieve its objectives.
17. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return as provided under section
92(3) & 134(3)(a)of the Companies Act, 2013 placed in the Website of the Company at
www.teraigrou p.com
18. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section
197(12) of theCompanies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is marked as ‘ Annexure-C" which
is annexed hereto and forms part of the Directors' Report.
19. DIVIDEND
Considering the financial requirements towards the funding of the ongoing expansion
plan, which we believe will enhance the shareholder's value in the long term, no dividend
is recommended by the Directors of your company for the year ended 31st March, 2024.
20. TRANSFER TO RESERVE
No amount is proposed to be transferred to General Reserve forthe year ended 31st
March, 2024.
21. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
22. AUDITORS STATUTORY AUDITORS
M/s. Saha & Majumder, Chartered Accountants, were appointed as the Statutory
Auditors of the Company in the Annual General Meeting held on 24th September, 2022 in
terms of Section 139 of the Companies Act, 2013 till the conclusion of Annual General
Meeting to be held in 2027.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Sonesh Jain a proprietor of M/s. Jain Sonesh & Associates,
46/1, College Road, Oppo. B.E.College (Main Gate), Howrah- 711103, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial
Auditor has submitted an un-qualified Secretarial Audit Report for the Financial year
2023-24. The Report of the Secretarial Audit is annexed herewith as "Annexure-
B".
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
COST AUDIT
Pursuant to Section 148of the Companies Act, 2013, read with the Companies (Cost
Records and Audit) Rules, 2014 the Board of Directors on the recommendation of the Audit
Committee appointed M/s. Debabroto Banerjee & Associates, Cost Accountant,
Kolkata, as the Cost Auditor of the Company for the year under review relating to
manufacturing activities by the Company. The remuneration proposed to be paid to the Cost
Auditor requires ratification of the shareholders of the Company. In view of this, your
ratification for payment of remuneration to the Cost Auditor is being sought at the
ensuring Annual General Meeting.
Mr. Debabrota Banerjee has confirmed that his appointment is within the limits of
Section 139 of the Companies Act, 2013 and has certified that he is free from any
disqualifications specified under Section 148(5) and all other applicable provisions of
the Companies Act, 2013.
The Audit Committee has also received a Certificate from the Cost Auditor certifying
his independence and arm's length relationship with the Company.
The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within
the stipulated time period.
23. AUDITORS' OBSERVATIONS, AUDITOR'S REPORT
The notes to the Accou nts referred to in the Auditors' Report are self-explanatory and
therefore do not call for any further comments. The Statutory Auditor M/s. Saha &
Majumder, Chartered Accountants has submitted an un-qualified Audit Report for the
financial year 2023-24.
24. FINANCE
The present bankers of the Company are Central Bank of India, Bank of India, Union
Bank, and Yes Bank providing credit facilities to the Company. The Directors express their
appreciation forthe assistance and co-operation provided by them.
25. CREDIT RATING
The Company continues to have the domestic credit rating of BBB -/stable from CRISIL
which means sufficient safety with regard to timely payment of financial obligations which
is valid upto 31st March, 2025.
26. INSURANCE
Adequate insurance cover has been taken for properties of the Company including
Buildings, Plant and Machineries and Stocks against fire, and other risks as considered
necessary.
27. INTERNAL CONTROL SYSTEMS AND AUDIT
Responsibility for the Internal Control system lies with the Board of Directors as a
whole, which establishes policies and periodically verifies its adequacy and effective
functioning. The internal control system is first of all a "management" tool, in
that it is useful and necessary for the Board of Directors, Executive Directors and
managers in general for correctly and effectively performing the tasks assigned them. The
internal control system permits monitoring of compliance with the rules and procedures
governing performance of all the Company's business activities.
Your directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively. The
Systems have been laid to ensure that all transactions are executed in accordance with
management's general and specific authorization. No assets of the Company are allowed to
be used for personal purposes, except in accordance with terms of employment or except as
specifically permitted.
Your Company has appointed an Internal Auditor as Independent Auditor who directly
reports to Audit Committee of the Board. An Internal Auditor constantly evaluates the risk
management and Internal Control system and also suggests the ways to improve the same. The
Report of the Internal Auditor facilitates to take corrective action in respective areas
and thereby strengthens the controls.
28. PARTICULARS OF EMPLOYEES
The prescribed particulars of remuneration of employees pursuant to Section 134(3)(q)
and Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are set out as "Annexure- C" to the
Directors' Report.
29. ENVIRONMENT
The Company is conscious of clean environment and safety operations. It ensures safety
of all concerned, compliance with environmental regulations and preservation of natural
resources.
30. DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY AND
FOREIGN EXCHANGES AND OUTGO
The particulars as prescribed under sub-section (3) of the Section 134 of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given at "Annexure-A"
to the Directors' Report.
31. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The details of the number of meetings of the Board held during the financial year
2023-24 forms part of the Corporate Governance Report.
32. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy to
deal with unethical behaviour, actual or suspected fraud or violation of the company's
code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower Policy has
also been uploaded on the website of theCompanywww.teraigroup.com
33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There are no material changes and commitment affecting financial position of your
Company, which has occurred between the end of the financial year of your Company i.e.
March 31, 2024 and the date of this Report.
34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT,2013
In order to comply with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company
has formulated and implemented a policy on prevention, prohibition and redressal of
complaints related to sexual harassment of women at the workplace. All women employees
permanent, temporary or contractual are covered under the above policy. An Internal
Complaint Committee (ICC) has been set up in compliance with the said Act and no compliant
has been received till date. The said policy is available on your Company's website www.teraigroup.com
and a link to the said policy has been provided. The Company is committed to provide a
safe and conducive work environment to its employees.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS
/TRIBUNALS
No significant and material orders has been passed by the Regulators/Courts/Tribunal
during the year under review.
36. POLICY ON MATERIALITY OF AND DEALING WITH THE RELATED TRANSACTIONS
The Company's Policy on Materiality of and Dealing with Related Party Transactions was
reviewed and revised on 14th August, 2023 to bring it in conformity with the Listing
Regulations. The said policy may be referred to at the Company's website at www.
teraigroup.com.
37. OTHER POLICIES
Pursuant to the requirement of Listing Regulations, the Board of Directors has adopted
a Policy for Preservation of Documents, Archival Policy and Policy for determining
Materiality of Events/ Information.
The said policy may be referred to at the Company's website at www.teraigroup.com
38. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance atthe meetings are provided in the Corporate Governance Report.
39. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
During the year the company has not come under the purview to form Corporate Social
Responsibility Committee pursuantto sectionl 34 of the Companies Act and Companies
(Corporate Social Responsibility) Rules 2014, butYourCompanyhas continued to play its role
as a responsible corporate, adding value to society, and addressing the contemporary
social needs and challenges. The Company continues to support the "Amit Agarwala
Foundation", a Public Charitable Trust with a vision of creating permanent institutes
for use by the needy masses in the field of education, medical facilities and other public
utilities and to provide qualityservicesinall such institutes in affordable cost. The
following projects are running successfully: -
"Amit Agarwala Smriti Bhawan" a multipurpose facility which provides
various facilities for attendants of patients admitted at North Bengal Medical College
& Hospital. The same provides accommodation and food to attendants of such patients at
areasonable cost on per day basis.
"Amit Agarwala Bang Bhawan" having constructed area 17000 sq. ft. approx.
The Bhawan has multifarious facilities for the residents of the under privileged society
of Siliguri. It is located in the heart of Siliguri Town. This was inaugurated by Late
Shri Pranab Mukherjee, Former Finance Minister of India on 13th October, 2011.
"Amit Agarwala Old Age Recreation Centre"
which provided facilities to the weaker and under privileged citizens of the city of
Siliguri and entire North Bengal. There is a library and a reading room basically to
provide a meeting Place for elderly persons, who meet, enjoy company of each other reading
newspaper and books etc.
"Amit Agarwala Table Tennis Academy" is other charitable units in the in
the said center apart from vocational training. The Academy provides Table
Tennis coaching under the supervision of one of the renowned coaches of Siliguri.
Amit Agarwala School for Blind" to provide the sphere of education and other
activities to blind boys and girls free of cost. This was inaugurated by the Governor of
West Bengal, Shri M. K. Narayanan on 27th day of January, 2013.
'Shree Shree Mahamaya Kalibari Naat Mandir, Desbandhu Para" opposite Amit
Agarwala Bang Bhawan. This was inaugurated on 13th September, 2016.
"Amit Agarwala Learning Cum Resource Centre"
was established having constructed area of 25000 sq.ft, within the premises of Surya
Sen Mahavidyalaya at Siliguri and inaugurated on 15th May, 2022 in presence of Ministers
of the West Bengal Government and Mayor of Siliguri Municipal Corporation. The Centre
consists of class rooms, library, common room and other educational facilities.
"Vedic Educational Institute" at Bagdogra on the banks of Changa river is
being set up for giving Vedic education and allied search of the highest standards for the
welfare of the society.
40. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires preclearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the perbd when the Trading Window is closed. The Board is responsible for
implementation of the Code.
The Board of Directors and the designated employees have confirmed compliance with the
Code. The policy on Prevention of Insider Trading as approved by the Board is uploaded on
the Company's website www.teraigroup.com
41. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on a narm's length
basis. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the policy of the Company on materiality of related party transactions.
Your directors draw attention of the members to Note 34 to the Notes on Accounts to the
Financial Statement which sets out related party disclosures.
All Related Party Transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus
approval so granted along with a statement giving details of all related party
transactions is placed before the Audit Committee.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's websitewww.teraigroup.com.
42. RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about the risk
assessment and minimization procedures, which shall be responsible for framing,
implementing and monitoring the risk management plan of the company.
43. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investment covered under the provision of section 186
of the Companies Act, 2013 is given in the Financial Statement forming part of the Annual
Report.
44. REPORT ON CORPORATE GOVERNANCE
AtTerai Tea, we ensure that we evolve and follow the corporate governance guidelines
and best practices diligently, not just to boost long-term shareholder value, but also to
respect rights of the minority. We consider it our inherent responsibility to disclose
timely and accurate information regarding the operations and performance, leadership, and
governance of the Company.
In accordance with Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance together
with Practicing Chartered Accountant Certificate regarding Compliance of Conditions of
Corporate Governance are attached as "Annexure-E", forming parts of this
report.
45. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In accordance with Regulation 34 and Schedule Vof the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 a Management Discussion and Analys is Report is
attached as ‘ Annexure-F" forming part of this report.
46. BUSINESS RESPONSIBILITY REPORT
In terms of SEBI (LODR) Regulations 2015, Top 1000 listed entities are required to
submit as part of their Annual Reports, Business Responsibility Reports, describing the
initiatives taken by them from an environmental, Social and Corporate perspective. Your
Company does not fall underthis Category. However, BR Report on environment, human
resources and principle wise performance in short forms part of the Management discussion
and analysis report.
47. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016.
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
48. DETAILS OF THE DIFFERENCE BETWEEN THE VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND
THE VALUATION WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS.
During the year u nder review, there has been no OneTime Settlement of Loans taken from
Banks and Financial Institutions.
49. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.
50. FRAUD REPORTING
Pursuant to the provisions of Section 134(3) (ca) of the Companies (Amendment) Act,
2015, no fraud has been reported by the Auditors under sub-section (12) of Section 143 of
the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules,
2014.
|
By the order of the Board |
| Corporate Office : |
For Terai Tea Company Limited |
| "Ezra Mansion" |
Sd /- |
| 10,Government Place (East) |
Ajit Kumar Agarwala |
| 1st Floor, Kolkata- 700 069 |
Managing Director |
| Dated, 13th day of August, 2024 |
DIN : 00265775 |
|