Directors Report of Terai Tea Company Ltd.

Mar 31, 2018

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 45th Annual Report on the business and operation of the Company together with Audited Financial Statement for the year ended 31st March, 2018.

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 Siliguri, Sevoke Road, West Bengal.

2. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting standard (IND AS) w.e.f 1st April, 2017 pursuant to the notification issued of Ministry of Corporate Affairs dated 16th February,2015, notifying the Companies (Indian Accounting Standard) Rules,2015. The Financial Statement for the year ended as on 31st March 2018 have been prepared following the Ind-AS and Financial Statement for the year ended 31st March 2017 has been re-stated to comply with Ind-AS to make them comparable.

3. REVIEW OF PERFORMANCE (Rs. In lacs)

Particulars	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Revenue from Operation	12912.10	12962.06	12912.10	12962.62
Other Income	128.41	161.09	128.41	161.09
Profit/(Loss)before Depreciation, Financial Cost & Taxation	658.08	757.06	658.08	757.06
Less: Financial Cost	376.73	400.45	376.73	400.45
Profit/(Loss) before Depreciation	281.35	356.61	281.35	356.61
Less: Depreciation	160.01	175.81	160.01	175.81
Profit/(Loss)before Taxation	121.34	180.80	121.34	180.80
Less: Taxation
a) Current Tax Expenses	22.52	23.98	22.52	23.98
b) Deferred Tax	10.16	15.59	10.16	15.59
Profit after Taxation	88.66	141.23	88.66	141.23
Add: Share of Profit in Associate Company	—	—	(96.50)	91.20
Profit for the Year	88.66	141.23	(7.08)	232.42
Basic and Diluted Earning Per Share	1.29	2.05	(0.11)	3.38

4. PERFORMANCE REVIEW

All India Production in 2017 was higher at 1322 million Kg. compared to 1267 million kg. in 2016. Kenya crop was down by 33 mn. Kg. Bangladesh by 5 mn.kg. Srilanka crop was up by 15 mn. Kg. So the world crop was higher compared to last year. With fall in Kenya crop prices in Mombassa auction improved from USD 2.29 to USD 2.81. This helped Indian Tea to find greater market share in Egypt, Pakistan, UAE, etc. Prices in Colombo auction increased further to USD 4.06 level compared to 3.21 in 2016.

All India production is enumerated below :

(Quantity in million kg.)

District	All India Production* (January to December)
	2017	2016	Increase/ Decrease (%)
Darjeeling	3.21	8.13	(-)60.52
Dooars	219.58	204.47	7.39
Terai	161.72	143.7	12.54
Total West Bengal	384.51	356.3	7.92
Cachar	47.19	51.18	(-)7 80
Assam Valley	627.98	618.34	1.56
Total Assam	675.17	669.52	0.84
Others	27.43	28.69	(-)4.39
Total North India	1,087.11	1,054.51	3.09
Tamilnadu	166.90	146.04	14.28
Kerala	62.35	61.4	1.55
Karnataka	5.40	5.41	(-)0.18
Total South India	234.65	212.85	10.24
Total Production	1,321.76	1,267.36	4.29

* All India figures on calendar tear basis and estimated for 2017.

Operation Review

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 20 lacs kgs. of made tea annually out of its own leaves and brought tea leaves.

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. The unit produces 20 lacs kgs. of tea annually.

c) CTC Tea Factory Unit (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. The unit is at present running smoothly at 80% capacity.

d) CTC Tea Factory Unit (Karjeepara Tea Factory Unit) : This unit is being set up by the company to manufacture CTC teas out of bought leaves. The unit has stated commercial production on and from 1st week of July 2003. The Installed Capacity of the unit is 25 lacs kgs of made tea per annum.

The combined annual production capacity of Terai Tea Company is 7 Million Kgs.

During the year under review, the Company’s total tea production was marginally lower at 60.17 Lacs Kg. of Black Tea compared to 61.98 Lacs Kg. last year. The decline in production was mainly due to mushroom growth of bought leaf factories and low yield in small growers section. The average price realization was Rs. 93.33 per kg. against realization of Rs. 101.55 Per kg in previous year. Indian tea market expected to be buoyant for good quality teas as there is a shortage in this segement. However medium and ordinary teas are litely to struggle and could sell at lower realizations..

Your company is committed for regular developmental work in the field through uprooting & replanting of old bushes and modernizing its factories by replacing obsolete plant & machineries with latest technology plant & machineries with a view of making quality tea and to optimise the cost. Every effort is being made by your company to improve its performance in the coming years.

Financial Review

Standalone Financial Performance:

During the current financial year your company’s turnover was marginally down to Rs. 12,912.10 lacs as against Rs. 12,962.06 lacs in the previous year. The company has achieved profit before tax during the current financial year of Rs. 121.34 lakh as against Rs. 180.80 lakh in the previous year as per “IND AS” Accounting.

Your Company has successfully implemented and migrated to GST with effect from 1st July, 2017 and changes across IT Systems, and operations have been made keeping in mind the sweeping changes that GST has brought in.

Consolidated Financial Performance Performance OF Associates Companies 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 produces about 5.5 lacs kgs. of tea.. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 836.47 lacs (Previous year Rs. 956.99 lacs). The Company reported a profit before tax of Rs. (40.23) lacs during FY 2018 (Previous year Rs. 47.56 lacs)

New Darjeeling Union Tea Co. Ltd.

The Company is engaged in the manufacturing and selling of Tea. This company is the owner of Kiranchandra Tea Estate near to Bagogra Airport, in the District of Darjeeling having an area of 878.41 acres and produces 8 lacs kgs. of CTC made tea annually. The company has set up a new fully automatic Green Tea factory in the month of September, 2017 with an objective to produce high quality of green tea. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 1180.38 lacs (Previous year Rs. 892.53 lacs). The Company reported a profit before tax of Rs. (115.65) lacs during FY 2018 (Previous year Rs. 31.80 lacs)

Sayedabad Tea Co. Ltd.

The Company is engaged in the manufacturing and selling of Tea. This company owns Sayedabad Tea Estate having 900 acres of tea plantation and produces 10 lacs kgs. of tea annually. The Company is also owning a bought leaf factory within the premises of Sayedabad Tea Estate which produce 15 Lacs Kg. CTC Tea. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 2430.13 lacs (Previous year Rs. 2209.40 lacs). The Company reported a profit before tax of Rs. (14.10) lacs during FY 2018 (Previous year Rs. 12.95 lacs).

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 produces 4 lacs kgs. of Green Tea. The Company is engaged in the manufacturing and selling of Tea. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 743.29 lacs (Previous year Rs. 700.62 lacs). The Company reported a profit before tax of Rs. (16.64) lacs during FY 2018 (Previous year Rs. 8.57 lacs).

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 and produces 15 lacs kgs. of made tea annually out of its own tea garden leaf and brought tea leaves. The company has various real estate projects in the town of Siliguri and Falakata. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 909.77 lacs (Previous year Rs. 1094.28 lacs). The Company reported a profit before tax of Rs. (112.79) lacs during FY 2018 (Previous year Rs. (70.83) lacs).

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. The Company is engaged in the manufacturing and selling of Tea. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 922.78 lacs (Previous year Rs. 855.19 lacs). The Company reported a profit after tax of Rs. (1.70) lacs during FY 2018 (Previous year Rs. 6.22 lacs).

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 it’s 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 produces quality product and is supplying to the leading Manufacturers of the country. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 947.61 lacs (Previous year Rs. 1857.89 lacs). The Company reported a profit before tax of Rs. 6.22 lacs during FY 2018 (Previous year Rs. 54.48 lacs).

Terai Dooars Tea Company Pvt. Ltd.

The company has been floated by the Group to set up a bought leaf tea factory to manufacture Black Tea. The installed capacity at present is 15 lacs kgs. CTC Tea per annum. The Company is engaged in the manufacturing and selling of Tea. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 1167.39 lacs (Previous year Rs. 1317.93 lacs). The Company reported a profit after tax of Rs. 11.23 lacs during FY 2018 (Previous year Rs. 20.41 lacs).

Terai Infrastructures Ltd.

The Company’s main objective is to deal in real estate business. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 8.42 lacs (Previous year Rs. 30.45 lacs). The Company reported a profit before tax of Rs. (12.35) lacs during FY 2018 (Previous year Rs. 0.40 lacs).

Terai Ispat & Trading Pvt. Ltd.

The Company is engaged in the trading of various merchandise. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 239.60 Crores (Previous year Rs. 188.69 Crores). The Company reported a profit before tax of Rs. 29.77 lacs during FY 2018 (Previous year Rs. 69.27 lacs).

Terai Overseas Pvt. Ltd.

The Company is engaged in the import, export and trading of various merchandise. During the FY 2018. The total Gross Revenue including other income of the Company stood at Rs. 211.28 Crores lacs (Previous year Rs. 201.47 Crores). The Company reported a profit before tax of Rs. 66.11 lacs during FY 2018 (Previous year Rs. 48.60 lacs).

Terai Financial Services Pvt. Ltd.

This Company is the financial arm of the group engaged in providing financial and investment services. During the FY 2018 the total Gross Revenue including other income of the Company stood at Rs. 0.18 lacs (Previous year Rs. 14.63 lacs). The Company reported a profit before tax of Rs. (24.57) lacs during FY 2018 (Previous year Rs. 14.55 lacs).

Other Reviews

The matter against compensation for requisition of land by Defence Department in the year 1962 is pending before the sole arbitrator appointed by the Hon’ble High Court, Calcutta and arbitration proceedings are in progress and the Company is hopeful of favourable outcome in the current financial year by way of an award in favour of the Company. The matter of acquisation of Land is pending before Calcutta High Court.

The Company has obtained orders on the State Government from High Court Calcutta to determine and discuss the compensation of Land under Right to Fair compensation and Transparency in Land Acquisition, Rehabilitation and Transparency Act, 2013, for the Land acquired on behalf of Airport Authority of India and also for Defence of India (Air Force). Your Company is to get substantial compensation in this regard.

5. DHARANIPUR TEA ESTATE

The Company had purchased Dharanipur Tea Estate from its erstwhile owner Sri Dhirendra Nath Bhowmick and others in the year 1991 and also took the possession of tea estate. However the deed of conveyance was cancelled by Hon’ble Supreme Court of India and the matter was reverted back to Hon’ble Calcutta High Court for adjudication at the instance of a person and a Company who claimed title of Dharanipur Tea Estate. The legal heirs of Late Dhirendra Nath Bhowmick have now won in their suit as against the said person and the Company. Our Company who obtained title of Dharanipur Tea Estate by way of sale deed from Mr. Dhirendra Nath Bhowmick is now hopeful of revival of its said sale deed immediately, upon obtaining decree in its specific performance suit. In the mean time the company has also written to the State Government of West Bengal for issuing the lease deed for Dharanipur Tea Estate in favour of the Company and revert for same is pending before the Govt. of West Bengal. The Company is hopeful to get the possession of the Dharnipur Tea Estate very shortly.

6. TEA TOURISM PROJECT

In terms of policy of the State Government, the Company has submitted its proposal for establishing a Resort in 5 acres of vacant land at Bagdogra Tea Estate. The State Government has sanctioned the proposal of the Company in its screening committee meeting held on 5th July, 2016. However, your Company is still waiting for the sanction letter which should be available in current financial year.

7. LAND AT BANGALORE

The Company acquired certaing interest in a plot of land at Bangalore for which registration in the name of the Company has not been done. All expenses of litigation in respect of the said land are considered as deemed cost of land.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Provision of Companies Act, 2013 and guidline issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing sailent features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

9. SHARE CAPITAL

The paid up Equity Share Capital of the Company as at 31st March, 2018 was Rs. 6,90,29,250 divided into 68,79,300 Equity Shares of Rs. 10 each and including Rs. 2,36,250 received on amount forfeited shares. There has not been any changes in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2018. During the year under review, the Company has neither issued shares with differential voting rights 8nor issued sweat equity or granted stock options or sweat equity.

10. DIRECTORS

Since the last Report there has been no change in the Board of Directors. In accordance with the provisions of the Articles of Association of the Company read with section 152 of Companies Act, 2013, Mr. Ajit Kumar Agarwala (DIN : 00265775) will retire by rotation at forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

11. DECLARATION BY INDEPENDENT DIRECTORS

Shri Jayantakumar Natwarlal Raja (DIN. 06884343), Shri Milan Krisna Sarkar (DIN. 05272885) and Shri Hemant Kumar Agarwal (DIN. 02308200) are Independent Directors on the Board of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criterias as stipulated in section 149(6) Companies Act, 2013.

12. KEY MANAGERIAL PERSONNEL

During the year, the Company had three Key Managerial Personnel, being Mr. Ajit Kumar Agarwala, Managing Director and Mr. Rajendra Kanodia, CFO & Mr. Roshan Dave, Company Secretary of the Company, as per provisions of Section 203 under Companies Act, 2013. No appointment/ resignation of KMPs were made during the year.

13. 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, 2016, 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.

14. EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31, 2018 in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) rules 2014, is set out as an “Annexure B” to the Directors’ Report.

15. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERAILA 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 - D which is annexed hereto and forms part of the Directors’ Report.

16. 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, 2018.

17. TRANSFER TO RESERVE

No amount is proposed to be transfered to General Reserve.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. AUDITORS STATUTORY AUDITORS

M/s. Saha & Majumder, Chartered Accountants, were appointed as the statutory Auditor of the Company in the last Annual General Meeting held on 23rd September, 2017 in terms of Section 139 of the Companies Act, 2013 till the conclusion of Annual General Meeting to be held in 2022.

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. Mohan Ram Goenka a partner of M/s. MR & Associates, 46, B. B. Ganguly Street, Kolkata-700012, 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 2017-18. The Report of the Secretarial Audit is annexed herewith as “Annexure C”.

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 Shri Debabroto Banerjee, 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.

Shri Debabroto 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.

20. 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 Messrs Saha & Majumdar, Chartered Accountants has submitted an Un-qualified Audit Report for the financial year 2017-18. The cases filed by ROC, West bengal in 1995 has no material effect and has met its natural death.

21. FINANCE

The present bankers of the Company are Central Bank of India, Bank of India, Corporation Bank and Yes Bank providing credit facilities to the Company. The Directors express their appreciation for the assistance and co-operation provided by them.

22. 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.

23. 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, 2018, 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 2017-18 and of the profit for the year ended 31st March, 2018;

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, 2018, 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.

24. 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.

25. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Act, read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing the salient feature of the Financial Statement of a Company’s subsidiary or subsidiaries (including Associates & Joint Venture) is given in AOC-I as “Annexure-E”.

26. 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.

27. 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 ‘D to the Directors’ Report.

28. 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.

29. 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.

30. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

No significant and material order passed by the regulators, courts, tribunal impacting the going concern status and company’s operations in future.

32. 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.

33. 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

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your company has put in place a “Policy on Prevention of Sexual Harassment” as per the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal)Act, 2013. The said policy is available on your Company’s website www.teraigroup.com and a link to the said policy has been provided. No cases have been filed under the act as the company is keeping the working environment healthy.

35. 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 30th May, 2018 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

36. 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

37. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination 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.

38. 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 and Companies (Corporate Social Responsibility) Rules 2014, but Your Company has continued to pay its role as a responsible corporate, adding value to society, and addressing the contemporary societal 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 sucessfully :-

a) “ Shree Shree Mahamaya Kalibari Naat Mandir, Desbandhu Para” opposite Amit Agarwala Bang Bhawan. This was inaugurated on 13th Sept.2016.

b) Constructed first “school for blinds” in North Kolkata, i,e “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 then Governor of West Bengal, Shri M.K.Narayanan on 27th day of January, 2013.

c) “Amit Agarwala Smrity 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 a reasonable cost on per day basis.

d) “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 Shri Pranab Mukherjee the then Ex-Finance Minister of India and ExPresident of India on 13th September, 2011.

e) “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 news paper and books etc. There are other charitable units namely “Amit Agarwala Tennis Academy” also in the said centre apart from vocational training.

f) A “Vedic Educational Institute” at Bagdogra on the banks of Changa river is being setup for giving Vedic education and allied research of the highest standards for the welfare of the society.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider T rading 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 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 Co’s website www.teraigroup.com

40. 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 36 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.

41. 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.

42. 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.

43. REPORT ON CORPORATE GOVERNANCE

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 Practising Company Secretary Certificate regarding Compliance of Conditions of Corporate Governance are attached as “Annexure- F”, forming parts of this report.

44. 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-G” forming part of this report.

45. BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (LODR) Regulations 2015, Top 500 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.

46. APPRECIATION

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination received from Banks and Tea Board authorities for continued enthusiasm, total commitment, dedication and efforts of the executives and employees of the Company at all levels, who contributed to the efficient operation and management of the Company. We are also deeply grateful for the continued confidence and faith copped on the shareholders.

For Terai Tea Company Limited

Registered Office : Sd/-

10,Government Place (East) Ajit Kumar Agarwala

Kolkata - 700 069 Managing Director

Dated, 14th day of August, 2018 DIN : 00265775

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Mar 31, 2016

For the year ended 31st March. 2016

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 43rd Annual Report together with Audited Balance Sheet and Financial Statements of the Company for the year ended 31st March, 2016.

REVIEW OF FINANCIAL PERFORMANCE (STANDLONE) (Rs.In lacs)

The Company’s Financial Performance for the year ended 31st March. 2016 is summarized below :

Particulars	2015-16	2014-15
Revenue From Operation	8,954.82	11,956.84
Other Income	71.85	97.74
Profit /(Loss)before Depreciation, Financial Cost and Tax	672.17	741.97
Less: Financial Cost	398.40	484.25
Profit/(Loss) before Depreciation	273.77	257.72
Less: Depreciation	184.84	176.48
Profit/(Loss)before Taxation	88.93	81.24
Less : Taxation
a) Current Tax Expenses	25.00	14.54
b) Current Tax Expenses Relating to Prior Year	—	(.98)
C) Deferred Tax	(44.40)	7.82
Profit after Taxation	108.33	59.86
Add: Less: Balance Brought Forward	1,270.61	1,210.75
Surplus/ (Deficit) Carried to Balance Sheet	1,378.94	1,270.61
Basic and Diluted Earnings Per Share	1.57	0.87

CONSOLIDATED FINANCIAL STATEMENTS

The Institute of Chartered Accountants of India (ICAI) vide FAQs published on 24^th June 2016 clarified that a company, which does not have subsidiary but has associate or joint venture, is required to prepare Consolidated Financial Statements as required under the provisions of Section 129(3) of the Companies Act, 2013 for the financial year ended 31^st March 2016. Accordingly, the Company has prepared the Consolidated Financial Statements consolidating financial statements of M/s. East Indian Produce Ltd, Jaldacca Tea Plantations Pvt. Ltd., Abhijit Tea Co. Pvt. Ltd., Terai Infrastructures Ltd, Terai Dooars Tea Co. Pvt. Ltd., Sayedabad Tea Co. Ltd., TheKharibari Tea Co. Ltd., Terai Overseas Pvt. Ltd., Amit Paridhan Pvt. Ltd, New Darjeeling Union Tea Co. Ltd.,

Terai Financial Services Pvt. Ltd., Terai Ispat & Trading Pvt. Ltd., as associate companies, with its financial statements, which forms part of this Annual Report.

The Consolidated Financial Statements of your Company for the financial year ended 31^st March, 2016 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its above mentions Associate Companies, as approved by the respective Board of Directors.

(Rs.In lacs)

The Company’s consolidated financial performance, for the year ended 31^st March, 2016 is summarized below :-

Particulars	31st March, 2016
Revenue from Operations	8954.82
Other Income	71.85
Total	9026.67
Profit before Finance Cost, Depreciation & Taxation	672.17
Less: Finance Cost	398.40
Less: Depreciation	184.84
Profit before Taxation	88.93
Less: Provision for Taxation
a) Current Tax	25.00
b) Differed Tax	(44.40)
Net Profit/ (Loss) for the Period	108.33
Add: Share of profit in Associate Company	19.52
Profit for the year	127.85
Basic and Diluted Earnings Per Share	1.86

REVIEW OF PERFORMANCE

During the year under review, the Company has produced 51.66 lacs kgs of teas as compared to 57.16 lacs kgs. in the previous year. The decline in production was mainly due to unfavorable weather conditions as well as non availability of adequate quantity of quality green leaves. During the current financial year your company’s turnover has came down to Rs.8980.55 lacs as against Rs.11989.01 lacs in the previous year due to loss in tea production and low market demand of trading merchandise i.e. non core business items due to non availability of good quality yellow peas and Raw Jute. However inspite thereof the company has achieved better profit after tax during the current financial year of Rs.108.33 lacs as against Rs.59.86 lacs in the previous year, an increase of 80.97%. Your company is committed for regular developmental work in the field through uprooting & replanting of old bushes and modernizing its factories by replacing obsolete plant & machineries which is the core activities of the Company with latest technology, plant & machineries with a view of making quality tea and to optimize the cost. Every effort is being made by your company to improve its performance in the coming years.

Your Directors are glad to inform you that during the current financial year under review your company has ventured into further non-core activities and trading of Sugar from sugar mills at Karnataka, Andhrapradesh and Maharashtra and sell the same to whole sellers situated in the areas around Kolkata and various other places.

Your company is glad to inform you that in the matter against acquisition of land by Defence Department in the year 1962, Sole Arbitrator was appointed by the Central Government and the Arbitration proceedings are already in progress. Now the company has approached the Hon’ble Calcutta High Court for further direction in the matter the said application is pending for adjudication.

As regards other litigations for compensation against Indian Air Force and Airport Authority of India, all efforts are being made to expedite the proceedings in the Calcutta High Courts and your directors are hopeful of positive outcome during the current financial year.

DHARANIPUR TEA ESTATE

The Company had purchased Dharanipur Tea Estate from its erstwhile owner Sri Dhirendra Nath Bhowmick and others in the year 1991 and also took the possession of tea estate. However the deed of conveyance was cancelled by Hon’ble Supreme Court of India and the matter was reverted back to Hon’ble Calcutta High Court for adjudication at the instance of a person and a Company who claimed title of Dharanipur Tea Estate. The legal heirs of Late Dhirendra Nath Bhowmick has now won in their suit as against the said property. Our company who obtained title of Dharanipur Tea Estate by way of sale deed from Mr. Dhirendra Nath Bhowmick is now hopeful of revival of its said sale deed immediately, upon obtaining decree in its specific performance suit. In the mean time the company has also written to the State Government of West Bengal for issuing the lease deed for Dharanipur Tea Estate in favour of the Company and revert for same is pending before the Govt. of West Bengal. The Company is hopeful to get the possession of the Dharnipur Tea Estate very shortly.

TEA TOURISM PROJECT

In terms of policy of the State Government, the Company has submitted its proposal for establishing a Resort in 5 acres of vacant land at Bagdogra Tea Estate. The State Government has sanctioned the proposal of the Company in its screening committee meeting held on 5th July, 2016.

PROSPECTS

Unfavourable weather condition in the beginning of the new season has put Indian tea Industry under a difficult situation where the industry apprehends huge production loss. Over that escalated production cost have further complicated the scenario. Irrigation and pest management expenditure have escalated production cost significantly. Unless there is a substantial and consistent increase in the tea production as well as demand, it will be difficult for the industry to survive.

However, experts in Indian meteorological department have shown ray of hope for favourable weather condition that may alter the scenario.

Tea consumption is expected to remain a habitual and social drink for most Indian consumers. However, rising health awareness will facilitate in total brewed volume share for newer premium variants such as CTC tea.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2016 was Rs.6,90,29,250 divided into 68,79,300 Equity Shares of Rs.10 each and including Rs.2,36,250 received on amount forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2016. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

DIRECTORS

Since the last Report there has been no change in the Board of Directors. In accordance with the provisions of the Articles of Association of the Company read with section 152 of Companies Act, 2013, Mrs. Shashikala Agarwala (DIN: 00260171) will retire by rotation at forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

The tenure of Mr. Ajit Kumar Agarwala, Managing Director is due to expire on 31st March, 2017. He has been looking after day to day affairs of the Company and is helping in various way, to improve its performance. So, based on the recommendations of the Nomination and Remuneration Committee, he is proposed to be re-appointed as a Managing Director of the Company for a further period of 3 years w.e.f. 13.08.2016 to 12.08.2019.

Approval of the members is sought for the above resolution.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year, the Company had three Key Managerial Personnel, being Mr. Ajit Kumar Agarwala, Managing Director and Mr. Rajendra Kanodia, Director and CFO & Mr. Roshan Dave, Company Secretary of the Company, as per provisions of Section 203 under Companies Act, 2013. No appointment/ resignation of KMPs were made during the year.

DECLARATION BY INDEPENDENT DIRECTORS

Dr. Jayantakumar Natwarlal Raja (DIN. 06884343), Shri Milan Krishna Sarkar (DIN. 05272885) and Shri Hemant Kumar Agarwal (DIN. 02308200) are independent Directors on the Board of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria as stipulated in section 149(6) Companies Act, 2013.

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 constituency.

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.

EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31, 2016 in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) rules 2014, is set out as an “Annexure B” to the Directors’ Report.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERAILA 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 - D which is annexed hereto and forms part of the Directors’ Report.

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, 2016.

TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserve.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

AUDITORS

Messrs P.K.Shah & Co., Chartered Accountants and Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. The Company has also received a confirmation that their appointment, if made will be within the limit as prescribed under Section 139 of the Companies Act, 2013 and the rules therein.

The reappointment of Statutory Auditor by the Audit Committee and the Board of Directors will be at such remuneration as mutually decided. The Members are requested to confirm the re-appointment of M/s. P.K.Shah & Co. Chartered Accountants as the Statutory Auditors of the Company, subject to the ratification by the members at each Annual General Meeting. The same would be also duly approved by the Audit Committee and the Board of directors in their duly convened meetings.

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 P.K.Shah & Co., has submitted an Un-qualified Audit Report for the financial year 2015-16.

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. Mohan Ram Goenka a partner of M/s. MR & Associates, 46, B. B. Ganguly Street, Kolkata-700012, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Auditor has submitted an unqualified Secretarial Audit Report for the Financial year 2015-16. The Report of the Secretarial Audit is annexed herewith as “Annexure C”.

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 Shri Debabroto Banerjee, 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.

Shri Debabroto 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.

FINANCE

The present bankers of the Company are Central Bank of India, Bank of India, Corporation Bank, Yes Bank and Indusind Bank providing credit facilities to the Company. The Directors express their appreciation for the assistance and co-operation provided by them.

CREDIT RATING

The Company continues to have the domestic credit rating of BBB -/stable from India Rating which means sufficient safety with regard to timely payment of financial obligations.

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, 2016, 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 2015-16 and of the profit for the year ended 31st March, 2016;

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, 2016, 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.

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.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Act, read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries (including Associates & Joint Venture) is given in AOC-I as “Annexure-E”.

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.

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 ‘D to the Director’s Report.

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.

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.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS / TRIBUNALS

No significant and material order passed by the regulators, courts, Tribunal impacting the going concern status and company’s operations in future.

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.

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

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your company has put in place a “Policy on Prevention of Sexual Harassment” as per the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal)Act, 2013. The said policy is available on your Company’s website www.teraigroup.com and a link to the said policy has been provided. No cases have been filed under the act as the company is keeping the working environment healthy.

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 28thth January, 2016 to bring it in conformity with the Listing Regulations which replaced the Listing Agreement on 1 st December, 2015. The said policy may be referred to at the Company’s website at : www.teraigroup.com

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

AUDIT COMMITTEE

The Audit Committee presently comprises of Mr. Hemant Kumar Agarwal - Independent Director and Chairman of the committee, Dr. Jayantakumar Natwarlal Raja, Mr. Milan Krishna Sarkar- as other members and Mr. Roshan Dave, Company Secretary acts as secretary to the committee. The terms of reference of the Audit Committee has been provided in the Corporate Governance forming part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Dr. Jayantakumar Natwarlal Raja - Independent Director and Chairman of the committee, Mr. Milan Krishna Sarkar, Mr. Hemant Kumar Agarwal as other members and Mr. Roshan Dave, Secretary of the Company who act as the Secretary of the Committee. This Committee additionally monitors the relationship with Stakeholders including Shareholders, Employees, Customers, Vendors, Government and Society. Such meetings are held on quarterly basis and the Shareholders’ complaints and grievances are reviewed in detail by the Committee and prompt and effective directions are given to the Registrars for proper disposal. During the Financial Year 2015 -16 the Company has not received any complaint from the Shareholders / Investors of the Company and no complaint is pending to be resolved as on date.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination & Remuneration Committee comprises of Mr. Milan Krishna Sarkar - Independent director and Chairman of Committee, Dr. Jayantakumar Natwarlal Raja and Mr. Hemant Kumar Agarwal as other members. This Committee recommends and reviews the Compensation packages of the individuals. The key points of the policy formulated by nomination and remuneration committee on directors’ and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters provided under section 178(3) of Companies Act, 2013 is uploaded on the website of the company www.teraigroup.com 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 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 societal 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 going on as detailed below :-

a) “Shree Shree Mahamaya Kalibari Naat Mandir, Desbandhu Para” opposite Amit Agarwala Bang Bhawan. This was inaugurated on 13th Sept.2015.

b) Constructed first “school for blinds” in north Kolkata, i,e “Amit Agarwala School for Blind” to provide the sphere of education to blind boys and girls, and art, activities for free of cost to blind boys and girls. This was inaugurated by the Hon’ble Governor of West Bengal, Shri M.K.Narayanan on 27th day of January, 2013.

c) “Amit Agarwala Smrity 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 a reasonable cost on per day basis.

d) “Amit Agarwala Bang Bhawan” constructed on a land approximately 8500sq.ft.having constructed area near 17000 sq. ft.. 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 Shri Pranab Mukherjee the then Hon’ble Finance Minister of India and now the Hon’ble President of India on 13th September, 2011.

e) “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 news paper and books etc. There are other charitable units namely “Amit Agarwala Tennis Academy” also in the said centre apart from vocational training.

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 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 Co’s website www.teraigroup.com 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 hao 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 29 (ii) 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.

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.

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.

The Company has not given loans, guarantees or made investments exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

REPORT ON CORPORATE GOVERNANCE

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 Company Secretary Certificate regarding Compliance of Conditions of Corporate Governance are attached as “Annexure- F”, forming parts of this report.

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-G” forming part of this report.

APPRECIATION

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination received from Banks, Financial Institutions and Tea Board authorities for continued enthusiasm, total commitment, dedication and efforts of the executives and employees of the Company at all levels, who contributed to the efficient operation and management of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the shareholders.

By order of the Board

For Terai Tea Company Limited

Registered Office :

10,Government Place (East) Sd/-

Kolkata - 700 069 AJIT KUMAR AGARWALA

Dated, 13th day of August, 2016 Managing Director

DIN : 002655775

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Mar 31, 2015

The Board of Directors of your Company have pleasure in presenting their 42nd Annual Report together with Audited Balance Sheet and statement of Profit & loss for the year ended 31 st March, 2015.

REVIEW OF PERFORMANCE (Rs,In lacs)

Particulars 2014-15 2013-14

Total Revenue 12,083.76 8,513.50

Profit/(Loss)before Depreciation, Financial Cost and Tax 741.97 622.97

Less: Financial Cost 484.25 347.70

Profit/(Loss) before Depreciation 257.72 275.27

Less: Depreciation 176.48 193.86

Profit/(Loss)before Taxation 81.24 81.41

Less: Taxation 21.38 40.44

Profit after Taxation 59.56 40.97

Add/(Less): Balance Brought Forward 1,210.75 1,169.78

Surplus/ (Deficit) Carried to Balance Sheet 1,270.61 1,210.75

Basic and Diluted Earning Per Share 0.87 0.60

REVIEW OF PERFORMANCE

Indian Economy During 2014-15

In a bid to make India's GDP data more accurate, relevant and globally comparable a new series of GDP data has been released where the new base year is 2011-12 instead of 2004-05 used earlier. Previously, India's GDP implied GDP at factor cost, but from now onwards the calculation will be on the basis of globally accepted GDP at market Prices. India's revised GDP growth rate now stands revised upwards at 5.1 % (4.7%) for FY 13-14 and 6.9 % (from 5%) for FY 14. This year's Economic Survey suggests that GDP growth for FY 15 is likely to 7.4% in FY 16, the growth rate is likely to go up further to anything between 8.1 to 8.5% making India world's fastest growing large economy. IMF also expects India to overtake China in terms of growth rate in 2016.

Tea Production in India was down compared to last year. The market continued to remain buoyant for the qualities teas. Price concertina between best, good, and medium varieties of teas widened further across all segments of teas.

During the year under review, the Company has produced 57.16 lacs kgs of teas as compared to 51.07 lacs kgs. in the previous year. Your company continued to focus on making quality teas which is visible in our price realization which was X 93.35 per kg against realization of X 92.91 per kg in previous year. It is worthwhile to mention that the average realization shows our commitment to make good quality teas.

During the current financial year your Company's turnover has grown to X 11986.01 lacs as against X 8449.04 lacs in the previous year, an increase of 41.86%. The Company has achieved better profit after tax during the current financial year of X 59.86 lacs as against X 40.97 lacs in the previous year, a increasing of 46.11%.

Your company is committed for regular developmental work in the field through uprooting & replanting of old bushes and modernizing its factories by replacing obsolete plant & machineries with latest technology, plant & machineries with a view of making quality tea and to optimise the cost. Every effort is being made by your company to improve its performance in the coming years.

Your Directors are glad to inform you that during the current financial year under review your company has ventured into trading of various merchandise viz Raw Jute and yellow peas etc which has substantially contributed to top line growth of the company.

Your company is glad to inform you that in the matter against acquisition of land by Defense Department in the year 1962, Sole Arbitrator has already been appointed by the Central Government and the Arbitration proceedings are already in progress. The award in the matter is expected within a short period of time.

As regards other litigations for compensation against Indian Air Force and Airport Authority of India, all efforts are being made to expedite the proceedings in the respective Courts of Law and your directors are hopeful of positive outcome in the near future.

PROSPECTS

The Tea Industry is doing well for the past many years due to demand and good price realization for the better quality Tea. A good amount of rain fall in current Tea season shall spurt the prices and therefore, your Directors expect an another good year for the Tea Industry.

DIRECTORS.

In Accordance with the provisions of the Article of Association of the Company read with section 152 of the Companies Act, 2013, Dr. Ajit Kumar Agarwala (DIN: 00265775) is liable to retire by rotation and offers himself for reappointment, based on the recommendation of Nomination and Remuneration Committee , subject to the approval of the members at the ensuing Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Dr. Ajit Kumar Agarwala (DIN:00265775) Managing Director and Mr. Rajendra Kanodia CFO and Mr. Roshan Dave Company Secretary of the Company, were designated as Key Managerial Personnel during the financial year 2014-15 as per provisions of Section 203 under Companies Act, 2013. No appointment/ resignation of KMPs were made during the year.

DECLARATION BY INDEPENDENT DIRECTORS

Dr. Jayantakumar Natwarlal Raja, Shri Milan Krishna Sarkar and Shri Hemant KumarAgarwal, are Independent Directors on the Board of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Pursuant to provisions of Section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Member 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 Director shall be person 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) Director should possess high level of personal and professional ethics, integrity and values. He 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 constituency.

e) Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He 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.

EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31st, 2015 in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management &Administration) rules 2014, is set out as an "Annexure A" to the Director's Report.

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 - A(VI) which is annexed hereto and forms part of the Directors' Report.

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 31 st March, 2015.

DEPOSITS

The Company has not accepted any kind of deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS

Messrs P.K.Shah & Co., Chartered Accountants and Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. The Company has also received a confirmation that their appointment, if made will be within the limit as prescribed under Section 139 of the Companies Act, 2013 and the rules therein.

The reappointment of Statutory Auditor by the Audit Committee and the Board of Directors will be at such remuneration as mutually decided. The Members are requested to confirm the re-appointment of M/s. PK.Shah & Co., Chartered Accountants as the Statutory Auditors of the Company, subject to the ratification by the members at each Annual General Meeting. The same would be also duly approved by the Audit Committee and the Board of directors in their duly convened meetings.

AUDITORS' OBSERVATIONS. AUDITO'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 P.K.Shah & Co., has submitted an Un-Qualified Audit Report for the financial year2014-15.

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. Mohan Ram Goenka a partner of M/s. M.R. & Associates, 46 B.B. Ganguly Street Kolkata - 700012, 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 2014-15. The Report of the Secretarial Audit is annexed herewith as "Annexure C".

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government's approval, the Board of Directors on the recommendation of the Audit Committee appointed Shri Debabroto Banerjee, 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.

Shri Debabroto 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.

FINANCE

The present bankers of the Company are Central Bank of India, Bank of India, Corporation Bank, Yes Bank and Indusind Bank providing credit facilities to the company. The Directors express their appreciation for the assistance and co-operation provided by them.

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. '

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, 2015, 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 2014-15 and of the profit for the year ended 31 st March, 2015;

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 31 st March, 2015, have been prepared on a going concern basis.

e) That proper internal financial control were 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 were in place and were adequate and operating effectively.

INSURANCE

Adequate insurance cover has been taken for properties of the company including Buildings, Plant and Machineries and Stocks against fire, earthquake and other risks as considered necessary.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Act, read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries (including Associates & Joint Venture) is given in AOC-I as Annexure-E.

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 report to Audit Committee of the Board, an Internal Auditor constantly evaluates the risk management and Internal Control system and also suggest the ways to improve the same. The Report of the Internal Auditor facilitate to take corrective action in respective areas and thereby strengthen the controls.

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 D' to the Director's Report.

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.

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 ofthe Companies Act, 2013 read with Rule 5(3) of the Companies (Accounts) Rules, 2014, are given at "Annexure B" to the Directors' Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS / TRIBUNALS

No significant and material order passed by the regulators, courts. Tribunal impacting the going concern status and company's operations in future.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

The Company is required to conduct the Familiarization Programme for Independent Directors (IDs) in terms of Clause 49(II)(B)(7) of the Listing Agreement, to familiarize them about the Company and their roles, rights, responsibilities in the Company. The Familiarization Programme is stated in the Corporate Governance Report forming part of this Annual Report. The details of such Familiarization Programme for directors may be referred to, at the website of the Company www.teraiaroup.com VIGIL MECHANISM / WHISTLE BLOWER POLICY In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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.teraiaroup.com

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your company has put in place a "Policy on Prevention of Sexual Harassment" as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Policy is available on your Company's website www.teraigroup.com and a link to the said Policy has been provided. No cases have been filed under the Act as the Company is keeping the working environment healthy.

AUDIT COMMITTEE

The Audit Committee presently comprises of Mr. Hemant Kumar Agarwal - Independent Director and Chairman of the committee, Dr. Jayantakumar Natwarlal Raja, Mr. Milan Krisna Sarkar- as other members and Mr. Roshan Dave, Company Secretary acts as secretary to the committee. The terms of reference of the Audit Committee has been provided in the Corporate Governance forming part of this report. STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee comprises of Dr. Jayanta Kumar Natwarlal Raja - Independent Director and Chairman of the committee, Mr. Milan Krisna Sarkar, Mr. Hemant Kumar Agarwal as other members and Mr. Roshan Dave Secretary of the company who act as the Secretary of the Committee. This Committee additionally monitors the relationship with Stakeholders including Shareholders, Employees, Customers, Vendors, Government and Society. Such meetings are held on quarterly basis and the Shareholders' complaints and grievances are reviewed in detail by the Committee and prompt and effective directions are given to the Registrars for proper disposal. During the Financial Year 2014 -15 the Company has not received any complaint from the Shareholders / Investors of the Company and no complaint is pending to be resolved as on date.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination & Remuneration Committee comprises of Mr. Milan Krisna Sarkar - Independent Director and Chairman of Committee, DR. Jayanta Kumar Natwarlal Raja and Mr. Hemant Kumar Agarwal as other members. This Committee recommends and reviews the Compensation packages of the individuals. The key points of the policy formulated by nomination and remuneration committee on directors' and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters provided under section 178(3) of Companies Act, 2013 is uploaded on the website of the Company www.teraiaroup.com

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 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 societal 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 going on as detailed below:

a) "Shree Shree Mahamaya Kalibari Naat Mandir, Desbandhu Para" Opposite Amit Agarwala Bang Bhawan which is due for inauguration on 13th Sept. 2015.

b) Constructed first school for blind in north Kolkata, i,e "Amit Agarwala School for Blind" to provide the sphere of education to blind boys and girls, and art, activities for free of cost to blind boys and girls. This was inaugurated by the Hon'ble Governor of West Bengal, Shri M.K.Narayanan on 27th day of January, 2013.

c) "Amit Agarwala Smrity 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 a reasonable cost on per day basis.

d) "Amit Agarwala Bang Bhawan" constructed on a land approximately 8,500sq.ft.having constructed area near 17,000 sq. ft. The Bhawan has multifarious facilities for the residents of the under privileged society of Siliguri. It is located in the heart of city Siliguri Town. This was inaugurated by Shri Pranab Mukherjee the then Hon'ble Finance Minister of India, and now the Hon'ble President of India on 13th September, 2011.

e) "Amit Agarwala Old Age Recreation Centre" with 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 news paper and books etc. There are other units namely "Amit Agarwala Table Tennis Academy" and "Amit Agarwala Vocational Training Centre" in the said premises.

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.

All Board Directors and the designated employees have confirmed compliance with the Code.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or the other designated persons which may have a potential conflict with the interest of the Company at large.

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.

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.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Gurantees and Investment covered under the provision of section 186 of the Companies Act, 2013 is given in the Financial Statement forming parts of the Annual Report.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with Practicing Company Secretary Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure- F, forming part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required in terms of clause 49 of the Listing Agreement with the stock exchange, a Management Discussion and Analysis Report is attached as Annexure-G forming part of this report.

APPRECIATION

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination received from Banks, Financial Institutions and Tea Board authorities for continued enthusiasm, total commitment, dedication and efforts of the executives and employees of the Company at all levels, who contributed to the efficient operation and management of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the shareholders.

By order of the Board

Registered Office : For Terai Tea Company Limited

10,Government Place (East) Sd/-

Kolkata - 700 069 Ajit Kumar Agarwala

Dated : 14th day of August, 2015 Managing Director

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Mar 31, 2014

Dear Members,

The Board of Directors of your Company have pleasure in presenting their 41st Annual Report together with Audited Balance Sheet and statement of Profit & loss for the year ended 31st March, 2014.

REVIEW OF PERFORMANCE (Rs In lacs) Particluars 2013-14 2012-13

Total Revenue 8,513.50 8,372.25

Profit / (Loss) before Depreciation, Financial 622.96 578.19

Less: Financial Cost 347.70 302.57

Profit/(Loss) before Depreciation 275.26 275.62

Less: Depreciation 193.85 199.77

Profit/(Loss)before Taxation 81.41 75.85

Less: Taxation 40.44 32.53

Profit after Taxation 40.97 43.32

Add: Less: Balance Brought Forward 1,169.78 1,126.46

Surplus/ (Deficit) Carried to Balance Sheet 1,210.75 1,169.78

Basic and Diluted Earning Per Share 0.60 0.63

REVIEW OF OPERATIONS

The year was a difficult year for the nation again. India''s economic growth rate continued its declining trend and its GDP Growth Rate was pegged at 4.7% in 2013-14. The impact of Global crisis, high inflations, interest rates and slowdown in Industrial growth was felt everywhere. During the year under review, the Company has produced 51.07 lacs kgs of teas as compared to 51.77 lacs kgs in the previous year. The decline in production was due to inconsistent supply of green leaves from the small growers and unfavourable weather conditions has also adversely affected the yield of the tea estate.

During the current financial year your company''s turnover has grown to - 8449.04 lacs as against -8337.09 lacs in the previous year. The Company has achieved better profit before tax during the current financial year of - 81.41 lacs as against - 75.85 lacs in the previous year. Your Company continued with policy to improve its Bagdogra Tea Estate by way of regular uprooting replanting of old tea bushes and continuous up-grading of field with a target of producing premium quality tea, to enhance yield of the garden and to reduce its overall cost.

During the year Company has increased its turnover from trading business in comparison to its previous year, and its continuous endeavour this time has established strong footage in the commodity market mainly of agricultural produce viz. yellow peas.

Your Company is glad to inform you that in the matter against acquisition of land by Defence Department in the year 1962, Sole Arbitrator has already been appointed by the Central Government and the Arbitration proceedings are already in progress. Your Company is expecting an award in the current financial year itself.

As regards to other litigations for compensation against Indian Air Force and Airport Authority of India, all efforts are being made to expedite the proceedings in the respective Courts of Law and your directors are hopeful of positive outcome in the Current financial year. DIRECTORS

In Accordance with the provisions of the Article of Association of the Company read with section 152 of Companies Act, 2013, Mr. Rajendra Kanodia will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Company being a listed Company is required to have at least one third of the total number of Directors as Independent Directors according to section 149(4) of the Companies Act, 2013. It is proposed to appoint Dr. Jayantakumar Natwarlal Raja, Mr. Milan Krisna Sarkar and Mr. Hemant Kumar Agarwal are Independent Directors in terms of Listing Agreement and meet the criteria of independence in terms of section 149(6) of the Companies Act, 2013.Accordingly resolutions will be placed at the ensuring Annual General Meeting for their

appointment as Independent Directors from the date of the ensuring AGM upto the expiry of five consecutive years from this AGM to till the conclusion of the 46th AGM in the calender year 2019 after such appointment the said Directors will no longer be liable to retire by rotation during their tenure as Independent Directors.

In view of expiry of the term of appointment of Dr. Ajit Kumar Agarwala as the Managing Director on 31st March, 2015, considering his satisfactory performance, the Board of Director by its resolution passed on 13th Aug. 2014, re-appointed Dr. Ajit Kumar Agarwala as the Managing Director for a fresh term of three years commencing from 1st April, 2015. Approval of the members to the said re- appointments as also to the remuneration payable to Managing Director will be sought at the ensuring Annual General Meeting.

Mr. Rajesh Singhania, Mr. Kamal Kishore Bihani and Mr. Sitaram Sharma resigned from Directorship of the Company w.e.f. 13th Aug. 2014. The Board places on record its appreciation for the services rendered by Mr. Rajesh Singhania, Mr. Kamal Kishore Bihani and Mr. Sitaram Sharma during their tenure as Directors.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. AUDITORS

Messrs P.K.Shah & Co., Chartered Accountants, Siliguri, who as Statutory Auditors of the Company, holds office upto the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the three consecutives financial years

i.e. upto year 2016-17 subject to retification by members at every Annual General Meeting. As required under the provisions of section 139 of the Companies Act, 2013 the Company has obtained written confirmation from Messrs P.K.Shah & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

AUDITORS'' OBSERVATIONS

The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

COST AUDIT

In terms of an order dated 24th January, 2012 issued by the Ministry of Corporate Affairs (MCA), Government of India, the Company was required to arrange Audit of the Cost Accountants maintained by it in respect of the Plantations Product. In term of the said order, the Company has been carrying out an audit of Cost records every year. The Audit Committee in its meeting held on 30th May 2014 has recommended the re-appointment of Mr. Debobrata Banerjee, Cost Accountants, as Cost Auditors to conduct the Cost Audit of the Company for the financial year 2014-15 in term of section 148(3) of the Companies Act, 2013.

Accordingly the Board appionted the said Cost Accountant to carry out the Cost Audit for the year 2014-15 on the remuneration as recommended by the Board to be fixed by member in the ensuring Annual General Meeting of the Company.

FINANCE

The present bankers of the Company are Central Bank of India, Bank of India, Yes Bank, Corporation Bank and IndusInd Bank providing credit facilities to the Company. The Directors express their appreciation for the assistance and co-operation provided by them.

PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

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, 2014.

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. DIRECTORS RESPONSIBILITY STATEMENT Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2013-14 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company ''s financial condition and results of operations. The Statutory Auditors, P. K. Shah & Co., Chartered Accountants, Siliguri (Registration no. 308150E) have audited these financial statements. Based on the same, your Directors further confirm that according to their information:

i. In the preparation of the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

ii. The Accounting Policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

iii. Proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company ;

iv. The Annual Accounts have been prepared on a going concern basis.

The Company''s Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and financial reporting system.

INSURANCE

Adequate insurance cover has been taken for properties of the company including Buildings, Plant and Machineries and Stocks against fire, earthquake and other risks as considered necessary.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act,19S6 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure-A to this Report.

PARTICULARS OF EMPLOYEES

The Company had no employee during the financial year ended 31st March, 2014 who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 19S6 read with Companies ( Particulars of Employees) Rules, 197S.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provision of section 164 of the Companies Act, 2013. All the Directors have made the necessary disclosures as required by the various provisions of the Act and Clause 49 of the Listing Agreement. MANAGEMENT DISCUSSION & ANALYSIS REPORT & REPORT ON CORPORATE GOVERNANCE As required in terms of the Listing Agreement with the stock exchange, a Management Discussion and Analysis Report and a Report of Corporate Governance are annexed forming part of this report CODE OF CONDUCT

Your Directors are pleased to report that your Company has adopted and complied with the Terai Tea Company Ltd. Code of Conduct of Business Principles and Ethics for the Directors and Senior Executives of the Company. The code has been duly affirmed by them. CORPORATE SOCIAL RESPONSIBILITY Your Company has continued to play its role as a responsible corporate citizen, adding value to Society , and addressing the contemporary societal needs and challenges. The Company continues to support the "Amit Agarwala Foundation", a Public Charitable Trust with a vision of creating permanent institutes 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 going on as below mentioned :

i) Constructed first school for blind in North Kolkata, i,e "Amit Agarwala School for Blind" to provide the sphere of education to blind boys and girls, and art, activities for free of cost to blind boys and girls. This was inaugurated by the Hon''ble Governor of West Bengal, Shri M.K.Narayanan on 27th day of January, 2013.

ii) "Amit Agarwala Smrity Bhawan" a multipurpose facility provides mainly for attendants of patients Admitted at North Bengal Medical College & Hospital. This facility provides accommodation to attendants of such patients at a reasonable cost per day basis.

iii) "Amit Agarwala Bang Bhawan" constructed on a land approximately 8S00sq.ft.having constructed area near 17000 sq. ft. The Bhawan has multifarious facilities for the residence of the under privileged society of Siliguri. It is located in the heart of Siliguri Town. This was inaugurated by Shri Pranab Mukherjee Hon''ble Finance Minister of India on 13th September, 2011.

iv) "Amit Agarwala Old Age Recreation Centre'' This Charitable trust provides following facilities to the weaker and under privileged citizen of the city of Siliguri and entire North Bengal, A Library and a reading room basically to provide a meeting Place for elderly persons, who may meet, enjoy company of each other reading news paper and books etc. from other charitable units and also a Amit Agarwala Tennis Academy.

v) Amit Agarwala Foundation has announced scholarship to very poor students scoring more than 80% marks in class XII examination from the State Board or more than 8S% marks from Central Board (ICSE & CBSE), and needing financial help to pursue further studies in Engineering, Law, Medicine or Chartered Accountancy. Scholarship shall be provided to cover tution fees and hostel fees (wherever applicable) subject to celling of - S0,000/- per candidate per year.

APPRECIATION

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination received from Banks, Financial Institutions and Tea Board authorities for continued enthusiasm, total commitment, dedication and efforts of the executives and employees of the Company at all levels, who contributed to the efficient operation and management of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the shareholders.

By order of the Board Registered Office : For Terai Tea Company Limited

10,Government Place (East) Sd/- Kolkata - 700 069 Ajit Kumar Agarwala Managing Director Dated : 13th day of August, 2014

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Mar 31, 2013

The Board of Directors of your Company pleasure in presenting their 40th Annual Report together with Audited Balance Sheet and statement of Profit & loss for the year ended 31 st March, 2013.

(Rs.In lacs) Particulars 2012-13 2011-12

Total Revenue 8,372.25 6,755.85

Profit / (Loss) Before Depreciation, Financial Cost and Tax 591.54 686.77

Less: Financial Cost 315.92 434.69

Profit / (Loss) Before Depreciation 275.62 252.08

Less: Depreciation 199.77 191.46

Profit / (Loss) Before Taxation 75.85 60.62

Less: Taxation 32.53 20.14

Profit After Taxation 43.32 40.48

Add:/Less: Balance Brought Frward 1,126.46 1,085.98

Surplus/(Deficit) Carried to Balance Sheet 1,169.78 1,126.46

Basic and Diluted Earning Per Share 0.63 0.59

OPERATIONS:

During the financial year, the company produced 51.78 lacs kgs. Of tea as compared to 52.01 lacs kgs. of tea in the previous year. The decline in production can mainly be attributed to inconsistent supply of green leaves from the small growers. The unfavourable weather condition has also adversely affected the yield of the tea estate. The initial dry spell has impacted the productivity of the tea belt of the region to a great extent. Despite the slowdown in production, your Company''s turnover has grown to X 8372.25 lacs as against X 6755.85 lacs in the previous year. The Company has achieved better profit before tax to the tune of X 75.85 lacs as against X 60.62 lacs in the current year. The improvement in bottom line is mainly due to Company''s emphasis to produce quality tea which has yielded better price realization.The Company''s profit would have been much higher but with the steep rise in the prices of Green leaves and other inputs viz. Fertiliser and Pesticide, Oil & Fuel, the profit margin remained compressed.

The new plantation work in app. 125 acres undertaken two years back in Bagdogra Tea Estate has begun to yield fruitful results and your tea estate is all set to reap the benefit of new plantation in the current financial year.

During the year Company has witnessed about 38% increase in turnover from trading business as its continuous endeavor in this line has established strong footage in the commodity market mainly of agricultural produce viz. Jute, pulses etc.

Company''s Bought leaf unit namely Tea Factory Unit'' has been successfully shifted to Kharibari tea belt in the previous year. The unit has started functioning in the month of November''12 and is running in full swing in the Current financial year.

Your Company is glad to inform you that in the matter against acquisition of land by Defence Department in the year 1962, Sole Arbitrator has already been appointed by the Central Government and the Arbitration proceedings are already in progress. Your Company is expecting an award in the current financial year itself.

As regards to other litigations for compensation against Indian Air Force and Airport Authority of India, all efforts are being made to expedite the proceedings in the respective Courts of Law and your directors are hopeful of positive outcome in the Current financial year.

ITEA MARKET SCENARIO

India is the largest black tea producer in the world, total tea production in 2012 was reduced to at 1112 (revised) million k.g. compared to 1116( revised) million k.g in 2011. This represents around 40% of the total global tea production.

The tea market which has witnessed buoyancy for the past two years is looking depressed in the current year.The output in the current year is on the higher side and with the stagnant domestic demand and decline in export, the prices of tea remains subdued and the increase in tea production from Kenya and Sri Lanka has further added to the woes on the price front.

FUTURE OPERATION

The Company has made adequate arrangements with small growers by making sufficient advances for committed and consistent supply of green leaves in all the units of the Company during the Current Financial year.This will help the company to achieve the optimum output from all the units.

The Company has witnessed increased supply of green leaves in its recently shifted Terai Tea Factory'' unit and being encouraged with this, the installed capacity of the unit from 8 lacs kgs. of tea p.a. is likely to be doubled to 16 lacs kgs p.a. in the current year itself by adding adequate plant and machineries . This will help the unit to optimise its Fixed overheads costs.

The Real Estate Sector has still not shown any bullishness and is having a negative bias. Your Company is still in the process of making the survey and studying the viability for developing its prime land located in the heart of the city of Siliguri.The Company shall venture into the Real Estate development once the Sector starts showing some stability and buoyancy.

DIRECTORS

Pursuantto section 256 of the Companies Act, 1956, Mrs. Shashikala Agarwala, and Shri Rajesh Singhania Directors of your company are liable to retire by rotation and being eligible, offers themselves for re-appointment. Brief particulars and expertise of these Directors and their directorships and committee membership have been given in the annexure to the notice of Annual General Meeting in accordance with the requirement of Listing Agreement with Stock Exchange.

Subject to the approval of the shareholders in the ensuring Annual General Meeting. The term of appointment of Shri Ajit Kumar Agarwala, as the Managing Director''s is expiring on 30th November, 2014. Considering his satisfactory performance, the Board of Director in their meeting held on 2nd day, of November, 2012, reappointed him as the Managing Director for a further term of 3 year we.f 1st day of April, 2012. Approval of the members to the said reappointment as also to the remuneration payable to the Managing Director will be sought at the ensuring Annual General Meeting.

All the Directors have filed Form DD-Awith the Company as required under the Companies (Disqualification of Directors u/s274(1)(g) of the Companies Act, 1956) Rules 2003.

AUDITORS

Messrs PKShah & Co., Chartered Accountants, Siliguri, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letters from the auditors to the effect that their appointment, if made, would be within the prescribed limits under Section224(1)(b)of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act

AUDITORS''OBSERVATIONS

The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

COST AUDIT

The Ministry of Corporate Affairs, Government of India by an order directed audit of Cost Accounts maintained by the company under section 209(1 )(d) of the Companies Act, 1956 in respect of Plantations Product on a yearly basis. In term of said order Cost Audit conducted by the reputed firm of Cost Accountant appointed with the approval of the Ministry of Corporate Affairs.

FINANCE

The present bankers of the Company are Central Bank of India, Bank of India and Yes Bank providing credit facilities to the company. The Directors express their appreciation for the assistance and co-operation provided by them.

PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

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 31 st March, 2013.

CREDIT RATING

The Company enjoys external Long Term credit rating of BBB -/stable from CRISIL which means sufficient safety with regard to timely payment of financial obligations.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2012-13 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. The Statutory Auditors, P.K.Shah & Co., Chartered Accountants, Siliguri (Registration no. 308150E) have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. The accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

iii. proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company ;

iv. The annual accounts have been prepared on a going concern basis.

The Company''s Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and financial reporting system.

INSURANCE

Adequate insurance cover has been taken for properties ofthe company including Buildings, Plant and Machineries and Stocks against fire, earthquake and other risks as considered necessary

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information relating to conservation of energy technology absorption and foreign exchange earnings and outgo, as required to be disclosed under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure-Ato this Report.

PARTICULARS OF EMPLOYEES

The company had no employee during the financial year ended 31st March, 2013 who was in receipt of remuneration in excess ofthe limit specified undersection 217(2A) ofthe Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975.

STATUTORY DISCLOSURE

None ofthe Directors of the Company are disqualified as per the provision of section 274(1 )(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by the various provisions of the Act and Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION & ANALYSIS REPORT & REPORT ON CORPORATE GOVERNANCE

As required in terms of the Listing Agreement with the stock exchange, a Management Discussion and Analysis Report and a Report of Corporate Governance are annexed forming part of this report

CODE OF CONDUCT

Your Directors are pleased to report that your Company has adopted and complied with the Terai Tea Company Ltd. "Code of Conduct of Business Principles and Ethics for the Directors and Senior Executives of the Company.''; The code has been duly affirmed by them.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to support the "Amit Agarwala Foundation", a Public Charitable Trust which has constructed first school for blind in north Kolkata, i,e "Amit Agarwala School for Blind" to provide the sphere of education to blind boys and girl, and art, activities for free of cost to blind boys and girls. This was inaugurated by the Hon''ble Governor of W.B. Shri M. K. Narayanan on 27th day of January, 2013.

The other Charitable units namely "Amit Agarwala Smrity Bhawan" and "Amit Agarwala Banga Bhawan" of the trust are also engaged in providing social services in different sphere to the under privilege section of the society.

APPRECIATION

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination received from Banks, Financial Institutions and Tea Board authorities for continued enthusiasm, total commitment, dedication and efforts of the executives and employees of the Company at all levels, who contributed to the efficient operation and management of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the shareholders.

For or on behalf of the Board of

Terai Tea Company Limited

Sd/-

Ajit Kumar Agarwala

Chairman & Managing Director

Registered Office :

10,Government Place (East)

Kolkata - 700 069

Dated :14th day of August, 2013

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Mar 31, 2011

Dear Members,

We present the 38th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULT

(Rs. in lacs)

Particulars March 31, March 31, 2011 2010

Gross Revenue 4102.02 5289.56

Profit /(Loss)before Depreciation, Interest and Tax 530.25 499.56

Less : Interest 297.27 235.64

Profit/(Loss) before Depreciation 232.98 263.92

Less : Depreciation 202.19 191.46

Profit/(Loss)before Taxation 30.79 72.46

Less : Taxation 15.40 19.56

Profit after Taxation 15.39 52.90

Add/Less : Balance Brought Forward 1070.59 1017.70

Surplus/(Deficit) Carried to Balance Sheet 1085.98 1070.60

Basic and Diluted Earning Per Share 0.45 1.05

The Company could produce 48.01 Lacs kgs. of made tea in the year 2010-11 as against 63.35 lacs kgs. in the previous year against the installed capacity of production of tea for all the units at 100 lacs Kgs. of made tea. The sales accordingly has fallen. The Company endevours to improve the quality of the made to improve sales realisation per Kg. The decline in production is due to erratic rain fall and severe pest attack in the entire tea belt area of North Bengal. Further, the tea bushes at company’s tea estate namely Bagdogra Tea Estate have become very old and the yield from these bushes are very low. In order to maximize the yield, the company in the Current Financial year has undertaken the work of uprooting and replantation in at least 125 acres. The replantation work is expected to be completed in the Financial year 2011-12.

In the litigations filed by your company against Ministry of Defence, Government of India against acquisition of land in the year 1962, the Hon’ble High Court, Calcutta has passed an order for appointment of an Arbitrator to ascertain the quantum of compensation to be received by your company against acquisition of land and grown standing crops/ trees at Bagdogra Tea Estate. Your company expects to receive several crores towards such compensation. The proceeding for compensation against Indian Air Force and AAI are pending in the Courts of Law.

The Tea Estate of your company continued to improve upon the quality standard by way of regular uprooting and replanting / rejuvenating of old bushes. Various measures have been taken to ensure hygienic atmosphere at the factory premises. The Bought Leaf Factories are renovated with installation of latest sophisticated machines which shall help the company to maximize capacity utilization and achieve cost efficiency.

INDUSTRY OUTLOOK

India is the Second largest producer of tea worldwide, producing about 1000 million kgs. which accounts for 28 per cent of the global tea production.

India‘s tea exports have also registered a growth of 5% during the first nine months of the current calendar year. Total exports over the Jan-Sept period of 2010 stood at 143.5 million kgs. Compared with 136.6 million kgs in the corresponding period of the last year. India exports CTC variety of tea to countries like Egypt, Pakistan and the UK and while premium orthodox variety of tea is exported to countries like Iraq, Iran and Russia.

Almost every tea-drinking nation in the world imports some variety of Indian tea Due to an existing large domestic market for Indian tea, exports, account for less than 20 per cent of domestic production.

In 2010 world tea prices were buoyant due to tight supply in the world market exacerbated by a sharp decline in tea output worldwide.

The Tea Industry has every reason to look ahead in 2011 with great deal of optimism and confidence. With virtually no carry forward stock and growing domestic demand to act as buffer against the uncertainties of the global tea trade. Prices levels are expected to remain attractive in the year 2011.

PROPOSED PROJECTS AND EXPANSION PLANS

Active involvement in the development of Project work in the nature of new product development like jute, steel trading and manufacturing with diversification focus will be undertaken to fit into Company’s strategic growth plan. Sevoke Tea Factory Unit of the Company has been shifted to Village: Moulani, P.O. Chandani Danga, Dist. Uttar Dinajpur, West Bengal. Production at Sevoke Tea Factory could not be started due to lack of registration under TMCO by Tea Board of India in ealier years. However, Tea Board of India has already granted its TMCO for the sevoke Tea Factory, but the supply of quality green tea leaves for the purpose of making green tea are irratic and therefore could not start production at Sevoke Tea Factory of your company.

As the members are aware, the real estate sector has transformed from nascent sector to an emerging industry. Keeping in view the growth, your company had planned in the year 2006 itself to enter into real estate business by constructing Multiplex cum commercial complex at Sevoke Road ,Siliguri.The Company was sanctioned Credit Facilities for such purpose but due to sudden demise of the then Joint Managing Director, Mr.Amit Agarwala, the said multiplex project could not be started. However the company is re-considering starting the said project with a great enthusiasm. Your company owns a prime land of 5500 sq. mtrs. at Sevoke Road, Siliguri which is also in the heart of the town. The company proposes to develop a "Commercial Complex" in the near future.

Your company has decided to takeover sick or closed tea gardens, if any, being approached by State /Central Government and ensures to revive the same through the efforts of the panel of professionals working for your company having expertise in various fields. Your company has entered into an agreement for taking over management and control of 98% shareholding of Belgachi Tea Co. Ltd. from the present owners of Belgachi Tea Estate in Dist. Darjeeling. However after conclusion of deal, the present owners have refused to perform the said Agreement for Sale. Your company has filed Specific Performance Suit for taking over management and control of 98% share of Belgachi Te a Estate which is still pending before Hon’ble High Court, Calcutta. Your Directors are hopeful of succeeding in the same.

Your company has participated in a tender invited by Railway Land Development Authority for development of a commercial complex on 8317 sq. mtrs. land at Burman Road, Siliguri, West Bengal. Railway Land Development Authority is yet to open the financial bid of the tenders.

Your company is also pursuing with the New Government in the State as well as with the Government of India, Ministry of Tourism for development of Hotel cum Resort at Bagdogra Tea Estate under their ‘Tea with Tourism’ scheme due to its nearness to Bagdogra Airport, which has become international Airport very recently and also this being gateway to Darjeeling, Bhutan, Sikkim and entire North Eastern States of India

DIRECTORS

Pursuant to section 256 of the Companies Act, 1956, Sri Rajesh Singhania and Sri Sitaram Sharma, Directors of your company are liable to retire by rotation and being eligible, offers themselves for re- appointment. Brief particulars and expertise of these Directors and their directorships and committee membership have been given in the annexure to the notice of Annual General Meeting in accordance with the requirement of Listing Agreement with Stock Exchange.

All the Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors u/s 274(1)(g) of the Companies Act,1956)Rules 2003.

AUDITORS

Messrs P.K.Shah & Co., Chartered Accountants, Siliguri, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letters from the auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1)(b)of the Companies Act,1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.

AUDITORS’ OBSERVATIONS

The notes to the Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

FINANCE

The present bankers of the Company are Central Bank of India, Bank of India and UCO Bank providing credit facilities to the company. The Directors express their appreciation for the assistance and co-operation provided by them.

PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

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, 2011.

CREDIT RATING

The Company continues to have the domestic credit rating of BBB stable from CRISIL.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2010-11 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company ’s financial condition and results of operations. The Statutory Auditors, P.K.Shah & Co., Chartered Accountants, Siliguri (Registration no. 308150E) have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. The accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

iii. proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company ;

iv. The annual accounts have been prepared on a going concern basis.

The Company’s Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company’s established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and financial reporting system.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stock against fire, earthquake, Tea Crop and other risks as considered necessary.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure-A to this Report.

PARTICULARS OF EMPLOYEES

The company had no employee during the financial year ended 31st March, 2011 who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provision of section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by the various provisions of the Act and Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance practices, the Auditors’ Certificate on compliance of mandatory requirements thereof, Management Discussion and Analysis and Shareholders information are given as annexure to this report.

CODE OF CONDUCT

Your Directors are pleased to report that your Company has adopted and complied with the ''Terai Tea Company Ltd.-Code of Conduct of Business Principles and Ethics'' for the Directors and Senior Executives of the Company. The code has been duly affirmed by them.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to support the Amit Agarwala Foundation, a Public Charitable Trust which has constructed ‘Amit Agarwala Smrity Bhawan’ to provide multipurpose facilities mainly for attendants of patients admitted at North Bengal Medical College & Hospital. All facilities provided thereat including Dormitory with 60 beds, 20 triple bedded rooms for attendant, dialysis facility with 4 dialysis machines, pathology laboratory and sonography and other diagnostic are at economical rates just adequate to meet the maintenance cost stretched in total built-up area of 25000 sq.ft. in 4 floors including a multipurpose hall of 5400 sq. ft. The Foundation was conceived, created & developed in memory of the illustrious visionary young and dynamic Sri Amit Agarwala, a man 'who saw tomorrow’, who left for heavenly abode at young age of 30 years. It illuminates the memories of Amit Agarwala by creating permanent institutions 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 institutions at affordable cost. The Company believes that the long term impact of these initiatives will be immeasurable and invaluable to the society.

A ''Bang Bhawan" In the heart of the town of Siliguri at Deshbandhu Para has been established and shall be dedicated to the weaker section of the society, will house two centrally airconditioned halls for multipurpose, a Liabrary, a Table Tennis Academy and a Vocational Training Centre. Total Constructed area is 19000 sq. ft. approx besides landscaped Garden.

APPRECIATION

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination received from Banks, WBIDC and other Govt. organisations. Tea Board authorities for continued enthusiasm, total commitment, dedication and efforts of the executives and employees of the Company at all levels, who contributed to the efficient operation and management of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the shareholders.

For and on behalf of the Board Ajit Kumar Agarwala Chairman & Managing Director

Registered Office :

10,Government Place (East) Kolkata-700 069 Dated : 16th August, 2011

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Mar 31, 2010

We present the 37th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.We feel pleasure to inform you that the Company has achieved excellent growth in profitability and sale. The growth in profitability is mainly due to increase in production and improvement in tea prices.

FINANCIAL RESULT

(Rs. in lacs)

Particulars 2009-10 2008-09

Gross Revenue 5289.56 4468.84

Profit /(Loss)before depreciation, interest and tax 499.56 509.38

Less: Interest 235.64 236.94

Profit/(Loss) before depreciation 263.92 272.44

Less: Depreciation 191.46 216.37

Profit/(Loss)before taxation 72.46 56.07

Less: Taxation 19.56 15.42

Profit after Taxation 52.90 40.65

Add/Less: Balance Brought Forward 1017.70 977.05

Surplus/(Deficit) Carried to Balance Sheet 1070.60 1017.69



TEA MARKET SCENARIO



The countrys tea exports went up by 19.46% in the first five months this year at 71.2 million kgs.on increased demand from the Middle East and price hike by competitor Sri Lanka. The early cropping pattern in Sri Lanka and increase in the price of Sri Lankan orthodox variety also helped India to remain competitive in the export market. According to Indian Te a Association (ITA) data, the country had exported 59.6 million kgs. tea during the January -May period last year. India had exported 190 million kgs. of tea in 2008 - 09. The country exports CTC (crush-tear-curl) variety mainly to Egypt, Pakistan and the UK and the premium orthodox variety of tea to Iraq, Iran and Russia. India faces stiff competition from Kenya and other African countries for exporting CTC tea while for orthodox variety competition comes from Sri Lanka and Indonesia.

The average price of the Indian tea overseas came down to Rs. 122.15 per kg, in the January - May period of the current year from Rs. 129.36 per kg. in the same period last year. The all India production was 979 mn.kgs. in the year 2009 as against 981 mn.kgs.in 2008.The world crop was lower at 1839 mn.kgs as against 1893 mn.kgs. in 2008. This was mainly due to prolonged drought conditions in Kenya running for the second year.

FINANCIAL PERFORMANCE REVIEW

Your company produced 63.35 lac kgs. in 2009-10 against 62.26 lac kgs. during 2008-09 which was due to favorable weather conditions. The Company’s profit after tax for the year under review was 52.90 lacs as compared to 40.65 lacs in the previous year. The Company achieved a higher sales turnover of Rs. 5258 lacs during the year which was 18.8% higher compared to the turnover recorded in the previous year. The programme for uprooting and replanting with quality clones is continuing in a phased manner. The programme for modification and extension of the existing manufacturing facilities, as well as the setting up of new facilities for manufacture of tea have been implemented and is expected to be beneficial for your Company. During the year, upgrading of machineries at some of the tea factories were undertaken for achieving quality improvement as well as increased output and as a result of which the tea estate is in excellent condition.

The Company continues to focus on improving the yield for achieving higher productivity with resultant reduction in production cost at Bagdogra Tea Estate. It is also constantly monitoring the adoption of cost control as well as quality upgradation measures which will enable your company to sustain its growth and profitability over the coming years.

PROJECTS & EXPANSION PLANS

Active involvement in the development of Project work in the nature of new product development like jute, steel trading and manufacturing with diversification focus will be undertaken to fit into Company’s strategic growth plan. Sevoke Tea Factory Unit of the Company has been shifted to Village: Moulani, P.O. Chandani Danga, Dist.: Uttar Dinajpur, West Bengal. Production at Sevoke Tea Factory could not be started due to lack of registration under TMCO by Tea Board of India. The activities at Export Division could not be started due to uncertainty in realization of prices from various importing countries including Russia. Your directors have made sincere attempts to start exports of tea during the year by way of their several visits to Europeon Countries. Your Directors are hopeful of good business in export of tea in near future.

As the members are aware, the real estate sector has transformed from nascent sector to an emerging industry. Keeping in view the growth, your company had planned in the year 2006 itself to enter into real estate business by constructing Multiplex cum commercial complex at Sevoke Road ,Siliguri.The Company was sanctioned Credit Facilities for such purpose but due to sudden demise of the then Joint Managing Director, Mr.Amit Agarwala, the said multiplex project could not be started. However the company is considering starting the said project with a great enthusiasm. Your company owns a prime land of 5500 sq. mtrs. at Sevoke Road, Siliguri which is also in the heart of the town. The company proposes to develop a “Commercial Complex” in the near future. The company proposes to undertake one or more activities involving selection of building sites for construction and taking preliminary approval from the concerned authority.

Your company has decided to takeover sick or closed tea gardens, if any, being approached by State / Central Government and ensures to revive the same through the efforts of the panel of professionals working for your company having expertise in various fields. Your company has entered into an agreement for taking over management and control of 98% shareholding of Belgachi Tea Co. Ltd. from the present owners of Belgachi Tea Estate in Dist. Darjeeling. However after conclusion of deal, the present owners have refused to perform the said agreement for sale. Your company has filed specific performance suit which is pending before Hon’ble High Court, Calcutta. Your directors are hopeful of succeeding in the said suit pending before Hon’ble High Court, Calcutta.

Your company has participated in a tender invited by Railway Land Development Authority for development of a commercial complex on 8317 sq. mtrs. land at Burman Road, Siliguri, West Bengal. We are pleased to inform that your company has succeeded in Technical Bid and your directors are confident of succeeding in financial Bid as well which will be opened shortly. Your company has decided to take financial assistance from United Bank of India for completing this project, if succeeded in the said Bid.

In the litigation filed by your Company against Ministry of Defence, Government of India against acquisition of land by the Indian Army in the year 1962, the Honble High Court, Calcutta has passed an order for appointment of Arbitrator to ascertain the quantum of compensation to be received by your company against acquisition of land and grown standing crops/ trees at Bagdogra Tea Estate. Your Company expects to receive several crores towards such compensation. Another Compensations for acquisition of land of Bagdogra Tea Estate in the years 1981 & 2002 from the Indian Airforce and Airport Authority of India respectively are pending with the Court of Law.

CHANGE OF REGISTERED OFFICE

For administrative convenience the Registered Office of the Company was changed from 11,Government Place (East),Kolkata-700069 to10,Government Place(East)Kolkata-700 069 with effect from March 3,2010 after obtaining necessary approvals from the concerned authorities.

SHARE CAPITAL

Your Company had allotted 20,05,900 Equity Shares of Rs. 10/- each at premium of Rs. 40/- pursuant to its Public Issue in April,1995.The Company received application money @ Rs. 2.50 per equity share. The allotment money on 94,500 Equity Shares was pending from 301 defaulting Shareholders. In view of the SEBI (DIP) Guidelines, 2009 to forfeit Equity Shares on which the allotment/ call money are in arrear/outstanding for more than 12 months, the Board of Directors in its meeting held on December 15, 2009, after giving a last and final opportunity to the defaulting Shareholders to remit the allotment/call money due, forfeited 94,500 Equity Shares in the best interest of the Company. All the forfeited shares were consequently cancelled and accordingly, the share capital of the Company has been adjusted by cancellation of 94,500 forfeited shares of the face value of Rs. 10/- each.

The Bombay Stock Exchange Limited has taken a note of the said forfeiture of shares vide its notice no.20100407-9 dated 7th April, 2010.

DIRECTORS

Pursuant to section 256 of the Companies Act, 1956, Shri Rajendra Kanodia and Smt. Shashikala Agarwala, Directors of your company are liable to retire by rotation and being eligible, offers themselves for re-appointment. Brief particulars and expertise of these Directors and their directorships and committee membership have been given in the annexure to the notice of Annual General Meeting in accordance with the requirement of Listing Agreement with Stock Exchange.

All the Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors u/s 274(1) (g)of the Companies Act,1956)Rules 2003.

AUDITORS

Messrs P.K.Shah & Co., Chartered Accountants, Siliguri, (Registration No. 308150E) Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from the auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1)(b) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.



AUDITORS OBSERVATIONS

The notes on Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

FINANCE

The present bankers of the Company are Central Bank of India, Bank of India and UCO Bank providing credit facilities to the company. The Directors express their appreciation for the assistance and co-operation provided by them.

PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

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, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2009-10 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations. The Statutory Auditors, P.K.Shah & Co., Chartered Accountants, Siliguri (Registration no. 308150E) have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. In the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. The accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

iii. Proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company ;

iv. The annual accounts have been prepared on a going concern basis.

The Company’s Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company’s established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and financial reporting system.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stock against fire, earthquake and other risks as considered necessary.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure-A to this Report.

PARTICULARS OF EMPLOYEES

The company had no employee during the financial year ended 31st March, 2010 who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975.

STATUTORY DISCLOSURE

None of the Directors of the Company are disqualified as per the provision of section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by the various provisions of the Act and Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance practices, the Auditors’ Certificate on compliance of mandatory requirements thereof, Management Discussion and Analysis Report and Shareholders information are given as annexure to this report.

CODE OF CONDUCT

Your Directors are pleased to report that your Company has adopted and complied with the TTCL- Code of Conduct of Business Principles and Ethics for the Directors and Senior Executives of the Company. The code has been duly affirmed by them.

CORPORATE SOCIAL RESPONSIBILITY

The Company continues to support the Amit Agarwala Foundation, a Public Charitable Trust which has constructed ‘Amit Agarwala Smrity Bhawan’ to provide multipurpose facilities mainly for attendants of patients admitted at North Bengal Medical College & Hospital. All facilities provided thereat including Dormitory with 60 beds, 20 triple bedded rooms for attendant, dialysis facility with 4 dialysis machines, pathology laboratory, sonography and X-Ray are at economical rates just adequate to meet the maintenance cost. The said Bhawan is stretched in total built-up area of 25000 sq.ft. in 4 floors including a multipurpose hall of 5400 sq. ft.The Foundation was conceived, created & developed in memory of the illustrious visionary young and dynamic Shri Amit Agarwala, a man ‘who saw tomorrow’, who left for heavenly abode at young age of 30 years. It illuminate the memories of Shri Amit Agarwala by creating permanent institutions 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 institutions at affordable cost. The Company believes that the long term impact of these initiatives will be immeasurable and invaluable to the society. The said Amit Agarwala Foundation is also constructing a four storied building in the heart of the town of Siliguri under the name and style Bang Bhawan which shall have halls and rooms for various social functions, liabrary and Adda zone for elderly people, a Table Tennis Academy and a Vocational Training Centre.

APPRECIATION

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination received from Banks, Financial Institutions and Tea Board authorities for continued enthusiasm. The Board will also like to express deep gratitude towards the total commitment, dedication and efforts of the executives and employees of the Company at all levels, who contributed to the efficient operation and management of the Company. We are also grateful for the continued confidence and faith reposed on us by the shareholders.

By order of the Board

Registered Office : For Terai Tea Company Limited

10,Government Place (East)

Kolkata-700 069 Ajit Kumar Agarwala

Dated, the 13th day of July, 2010 Chairman & Managing Director