For the year ended 31st March, 2025
Dear Shareholders,
The Board of Directors of your Company have pleasure in presenting
their 52nd Annual Report on the business and operations of the company together with
Audited financial statement for the year ended 31st March, 2025.
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-734001.
2. FINANCIAL SUMMARY
| Particulars |
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operation |
10,299.49 |
10,806.44 |
10,299.49 |
10,806.44 |
| Other Income |
1,094.93 |
759.54 |
1,095.46 |
759.54 |
| Profit / (Loss) Before Depreciation Financial Cost and Tax |
909.27 |
684.29 |
909.31 |
684.29 |
| Less : Financial Cost |
350.08 |
253.23 |
350.08 |
253.23 |
| Profit / (Loss) Before Depreciation |
559.19 |
431.06 |
559.23 |
431.06 |
| Less : Depreciation |
129.08 |
143.93 |
129.08 |
143.93 |
| Profit / (Loss) Before Taxation |
430.11 |
287.13 |
430.15 |
287.13 |
| Less : Taxation Expenses |
|
|
|
|
| a) Current Tax |
4.64 |
|
4.65 |
|
| b) Deferred Tax |
51.86 |
(27.07) |
51.86 |
(27.07) |
| Tax Expenses for Earlier Year |
5.55 |
5.40 |
5.55 |
5.40 |
| Profit After Taxation |
368.06 |
308.81 |
368.08 |
308.81 |
| Add : Share of Profit in Associate Company |
|
|
585.05 |
183.69 |
| Add : Other Comprehensive Income Net of Tax |
|
|
|
|
| Profit for the Year |
368.06 |
308.81 |
953.13 |
492.50 |
| Basic and Diluted Earnings Per Share |
5.35 |
4.49 |
13.86 |
7.16 |
| Paid up Share Capital |
687.93 |
687.93 |
687.93 |
687.93 |
| Reserve |
8,104.42 |
7,736.36 |
15,362.29 |
14,403.76 |
| Net Worth |
8,792.35 |
8,424.29 |
16,050.22 |
15,091.69 |
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) and the relevant provisions of the
Companies 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.
Standalone Financial Performance:
Some of the Key Highlights of your Company's performance during
the year under review are:
Your Company's turnover is Rs. 10,299.49 Lacs as against Rs.
10,806.44 lacs in the previous year.
The Company has achieved profit before tax during the current financial
year of Rs. 430.11 Lacs as against Rs. 287.13 Lacs in the previous year.
Net profit after taxation is Rs. 368.06 Lacs as against Rs. 308.81 lacs
in the previous year.
Earnings per share is Rs. 5.35 as against Rs. 4.49 in the previous
year.
Consolidated Financial Performance:
On Consolidated basis, your company has achieved consolidated net
profit after tax of Rs. 953.13 Lacs as against Rs. 492.50 lacs in the previous year.
4. OPERATIONS REVIEW
During the year under review, the Company's total tea production
was at 21.22 Lacs kg. of Black Tea compared to 19.03 Lacs Kg. in last year. The total
sales quantity was 18.10 Lacs kg as against 19.64 Lacs kg in last year 2023-24. The
average price realization was Rs. 161.36 per kg. against realization of Rs. 127.72 Per kg
in previous year. The increase in average realization per kg during the year under review
was primarily attributed to improved quality standards, favorable market conditions, and
strategic focus on high-value sales channels.
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 2024-25 is 5.50 Lacs Kg. b) 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 2024-25 is 6.19 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 2024-25
is 9.54 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 is projected to grow at a CAGR of 4.5% between 2024
and 2032. Aided by the growing consumer preference for premium tea products and the
increasing prominence of health and wellness beverages, the market is expected to grow
significantly by 2032.
Tea is an integral part of India's cultural and social fabric,
offering a diverse range of varieties such as Assam, Darjeeling, and Nilgiri, each with
its unique flavour profile. Apart from traditional consumption, the market has seen a
significant shift towards specialty and health-focused teas, catering to the evolving
preferences of health-conscious consumers. Substantial increase in labour wages, 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
In 2024-25, the Nominal GDP, or GDP at current prices, is estimated to
reach 331.03 Lakh crore. This represents a growth rate of 9.9% compared to 301.23 Lakh
crore in 2023-24. The Indian economy is projected to grow by 6.5% in Real GDP during
2024-25. 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 is the second-largest producer of tea globally. Indian tea is one
of the finest in the world owing to strong geographical indications, heavy investment in
tea processing units, continuous innovation, augmented product mix, and strategic market
expansion. As of 2022, a total of 6.19 lakh hectares of area was cultivated in India for
tea production. India is also among the world's top tea-consuming countries, with 80%
of the tea produced in the country consumed by the domestic population. In FY24,
India's tea production stood at 1,382.03 million kgs, compared to 1,374.97 million kg
in FY23, whereas during FY25 (April-December) production stood at 1,186.62 million kgs.
The Assam Valley and Cachar are the two tea-producing regions in Assam.
In West Bengal, Dooars, Terai and Darjeeling are the three major tea producer regions. The
southern part of India produces about 17% of the country's total production with the
major producing states being Tamil Nadu, Kerala, and Karnataka.
7. SUBSIDIARY & ASSOCIATES COMPANIES
A list of the Subsidiaries/Associates/Joint Ventures as on the 31st
March, 2025 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 Infrastructures Ltd.
5. Terai Dooars Tea Co. Pvt. Ltd.
6. Sayedabad Tea 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 wholly owned
subsidiary of the Company in the year 2023-24 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.
Some of the Key Highlights during the year under review are: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
0.53 |
- |
| 2 Profit Before Taxation |
0.03 |
- |
| 3 Net Profit After Taxation |
0.03 |
- |
| 4 Earnings Per Share |
- |
- |
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 3.43 Lacs kg of Specialty Tea (Green Tea).
Some of the Key Highlights during the year under review are: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
1,051.98 |
980.43 |
| 2 Profit Before Taxation |
133.23 |
105.06 |
| 3 Net Profit After Taxation |
108.85 |
95.08 |
| 4 Earnings Per Share |
75.23 |
65.71 |
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 Bagdogra 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 10.36 Lacs kg Tea.
Some of the Key Highlights during the year under review are: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
2,064.07 |
1,797.04 |
| 2 Profit Before Taxation |
154.71 |
15.09 |
| 3 Net Profit After Taxation |
141.71 |
38.16 |
| 4 Earnings Per Share |
403.03 |
108.53 |
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 14.79 Lacs Kg. of CTC Tea.
Some of the Key Highlights during the year under review are: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
2,799.67 |
2,249.73 |
| 2 Profit Before Taxation |
360.91 |
215.33 |
| 3 Net Profit After Taxation |
339.37 |
174.06 |
| 4 Earnings Per Share |
624.07 |
320.08 |
Jaldacca Tea Plantations Pvt. Ltd.:
The Company is engaged in the manufacturing and selling of Tea. This
company is the owner of Jaldacca AltadangaTea Estate having gross grant area of 1001 acres
and during the financial year the Company produced 2.16 lacs kgs. of Specialty Tea (Green
Tea).
Some of the Key Highlights during the year under review are: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
664.45 |
697.12 |
| 2 Profit Before Taxation |
66.25 |
145.82 |
| 3 Net Profit After Taxation |
62.62 |
128.26 |
| 4 Earnings Per Share |
3,136.22 |
6,840.74 |
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 Mal Bazar town in
the District of Jalpaiguri having an area of 1482.83 acres. During the financial year,
Company produced 5.99 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: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
1,618.91 |
1,242.40 |
| 2 Profit Before Taxation |
380.13 |
(66.59) |
| 3 Net Profit After Taxation |
391.90 |
(67.34) |
| 4 Earnings Per Share |
2,459.07 |
(422.54) |
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 4.02 Lacs kgs. Speciality Tea (Green Tea).
Some of the Key Highlights during the year under review are :( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
1,233.95 |
1,026.73 |
| 2 Profit Before Taxation |
394.92 |
123.53 |
| 3 Net Profit After Taxation |
363.09 |
116.03 |
| 4 Earnings Per Share |
181.55 |
58.01 |
Amit Paridhan Pvt. Ltd. :
The Company is engaged in the Processing and Bleaching of Hosiery Clothes. It is
located in Bira, North 24 Paraganas. 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: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
1,161.13 |
1,213.91 |
| 2 Profit Before Taxation |
5.35 |
(38.84) |
| 3 Net Profit After Taxation |
16.55 |
(29.14) |
| 4 Earnings Per Share |
3.41 |
(6.01) |
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 6.31 Lacs kg of Tea.
Some of the Key Highlights during the year under review are: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
890.83 |
646.47 |
| 2 Profit Before Taxation |
1.76 |
14.15 |
| 3 Net Profit After Taxation |
(0.42) |
7.76 |
| 4 Earnings Per Share |
(0.08) |
1.41 |
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: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
232.00 |
- |
| 2 Profit Before Taxation |
1.89 |
0.162 |
| 3 Net Profit After Taxation |
1.42 |
(0.22) |
| 4 Earnings Per Share |
0.03 |
(0.00) |
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: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
1,606.50 |
3,107.60 |
| 2 Profit Before Taxation |
2.05 |
0.95 |
| 3 Net Profit After Taxation |
1.59 |
0.88 |
| 4 Earnings Per Share |
0.11 |
0.06 |
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: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
3,830.05 |
5,110.27 |
| 2 Profit Before Taxation |
8.39 |
3.30 |
| 3 Net Profit After Taxation |
6.23 |
1.40 |
| 4 Earnings Per Share |
1.09 |
0.21 |
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: ( in Lacs)
| Sl. Particulars |
2024-25 |
2023-24 |
| 1 Total Gross Revenue |
0.43 |
0.00 |
| 2 Profit Before Taxation |
0.12 |
(2.98) |
| 3 Net Profit After Taxation |
0.00 |
(4.69) |
| 4 Earnings Per Share |
0.00 |
(10.19) |
Other Reviews
A. The matter of compensation regarding valuation of trees for the
plots of Land abandoned by the defense authorities is pending adjudication by the Learned
Sole Arbitrator appointed by the Hon'ble High Court, Calcutta. The matter of rent
compensation paid short by the defense authorities is also 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.
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 and Subsidiary.
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 erstwhile owners ,Bhowmicks in the year 1991. In the meantime an application under
article 227 of the constitutions 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
company to run and manage the said Dharanipur Tea Estate in the district of Jalpaiguri
which is being run illegally by a 3rd party.
PROJECTS UNDER THE TEA TOURISM AND ALLIED BUSINESS POLICY 2019
The Company has made separate applications for the two projects, one on
3.20 acres of vacant land of the tea estate and another on 0.83 acres of vacant land. Once
the same are sanctioned, your Company will tie up with some Real Estate Companies to
develop our hospitality project.
Your company has also applied, under the “Tea Tourism Policy”
of the Government of West Bengal for a Hospital on 3.60 acre vacant land adjacent to the
Bagdogra Airport and also Airforce domestic quarters which was in-principal sanctioned by
the Screening Committee and further laid down the conditions to construct the approach
road through the tea garden land to the proposed hospital and to declare the same as a
Public Road by handing over the same to the local authorities. Your Company has already
constructed the approach road and final sanction is pending only for the NOC from the
Airforce authorities.
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. However, there are remote chances of your Company to succeed in the matter.
COMMERCIAL REAL ESTATE PROJECT
You are aware that the Company has entered into a Development Agreement
for establishing a Commercial Real Estate Project (shopping mall) at Sevoke Road. Siliguri
on approx. 174 Kattha of land in which your Company has a land share of about 32%. The
company is glad to inform that after obtaining all the statutory permissions and also
sanction plan from the Municipal Corporation, the developer Dwarika Group has already
started the full fledged construction of the project which shall be launched for booking
before the ensuing Durga Puja Festival i.e., sometime in the month of September 2025.
8. 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 subsidiary and 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 (IND AS rules) of the schedule III of the Companies Act, 2013,
Consolidated Financial Statements prepared by your company includes the financial in
formations of its subsidiary and associates companies.
9. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31st March, 2025
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 Company during the Financial Year ended 31st
March, 2025. 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.
10. CHANGE OF REGISTERED OFFICE OF THE
COMPANY:
During the year under review, there is no change in the Registered
Office of the Company. However, post closure of financial year the registered office of
the Company has been shifted from 10, Government Place (East), Kolkata- 700069 to East
India House, 20B, British Indian Street, 2nd Floor, Kolkata - 700069 with effect from 7th
April, 2025.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMP) :
During the year under review, following are the changes in the
Directors & Key Managerial Personnel (KMP) of the Company:-
Mr. Debasis Chakrabarti was appointed as an Independent Director of the
Company w.e.f. 25.07.2024 for a consecutive period of five years, by way of passing of
special resolution at the 51st Annual General Meeting of the Company held on 30th
September, 2024.
Dr. Jayantakumar Natwarlal Raja ceased to be an Independent Director of
the Company w.e.f. 26.07.2024 due to expiry of 2nd term of five consecutive years.
However, post closure of financial year-
Mr Ajit Kumar Agarwala (DIN: 00265775) was reappointed as Managing
Director for a term of 3 (three) years w.e.f. 12th August, 2025, subject to shareholders
approval at the ensuing 52nd Annual General Meeting.
The present Wholetime KMPs of the Company stands as follows
Mr. Ajit Kumar Agarwala - 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.
11. RETIREMENT BY ROTATION:
Pursuant to the provisions of Section 152(6) and other applicable
provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs.
Shashi Kala Agarwala, Non-executive Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible offered herself 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
Non-Independent 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
thereunder and Regulation 16(1)(b) of the SEBI (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, 2025, 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 2024-25 and of the profit for the year ended 31st
March, 2025. 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, 2025, have been
prepared on a going Concern basis. e) That proper Internal 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 that for
determining 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. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return as on March 31, 2025 is available on the Company's
Website at www.teraigroup.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 the Companies 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, 2025.
20. TRANSFER TO RESERVE
No amount is proposed to be transferred to General Reserve for the year
ended 31st March, 2025.
21. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
22. 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,
Trade Centre, 4 M.G. Road, Unit No. 1222, 12th Floor, Howrah-711101, 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
2024-25. 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 148 of 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 Accounts 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 2024-25.
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 for the 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.
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 2024-25 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 the Company www.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, 2025 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.
Details of Sexual Harassment Complaints (FY 2024 2025):
| Particulars |
Number of Complaints |
| Number of sexual harassment complaints received during the
year |
Nil |
| Number of sexual harassment complaints disposed of during
the year |
Nil |
| Number of cases pending for more than 90 days |
Nil |
35. STATEMENT ON COMPLIANCE WITH THE
MATERNITY BENEFIT ACT, 1961
The Company confirms that it complies with all provisions of the
Maternity Benefit Act, 1961. All eligible women employees are provided maternity benefits
as per the law.
36. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS
No significant and material orders has been passed by the Regulators /
Courts /Tribunals during the year under review.
37. 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 in order 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.
38. 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 39. 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 at the meetings
are provided in the Corporate Governance Report.
40. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
During the year, the company has not come under the purview to form
Corporate Social Responsibility Committee pursuant to section 134 of the Companies Act,
2013 and Companies (Corporate Social Responsibility) Rules 2014, but your Company has
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 quality services in all 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.
“Amit Agarwala Bang Bhawan” having constructed area 17000 sq.
ft. approx. The Bhawan has multifarious facilities for the residents of the
underprivileged society of Siliguri.
“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 at Girish Park,
Kolkata.
“Shree Shree Mahamaya Kalibari Naat Mandir, Desbandhu Para”
opposite Amit Agarwala Bang Bhawan.
“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. The Centre consists of classrooms, library,
common room and other educational facilities.
41. 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 pre-clearance 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 period 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 42. 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 an arm'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 website www.teraigroup.com.
43. 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.
44. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
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.
45. REPORT ON CORPORATE GOVERNANCE
At Terai 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.
46. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In accordance with Regulation 34 and Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 a Management Discussion and
Analysis Report is attached as “Annexure-F” forming part of this report.
47. 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 under this Category. However, BR Report on
environment, human resources and principle wise performance in short forms part of the
Management discussion and analysis report.
48. 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.
49. 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 under review, there has been no OneTime Settlement of
Loans taken from Banks and Financial Institutions.
50. 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.
51. 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 |
|
For Terai Tea Company Limited |
| Registered Office : |
|
| East India House, |
Sd/- |
| 20B, British Indian Street, |
Ajit Kumar Agarwala |
| 2nd Floor, Kolkata 700 069 |
Managing Director |
| Date : 13th August, 2025 |
DIN : 00265775 |
|