terai tea co ltd share price Directors report

For the year ended 31st March, 2023

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 50th Annual Report on the business and operations of the company together with Audited financial statement for the year ended 31st March, 2023.

1. CORPORATE OVERVIEW

Terai Tea Company Ltd. (‘Your Company) is a leading Tea Manufacturing Company of West Bengal. The Group has its Corporate Head Quarter at "Agarwala House ", Sevoke Road, 2nd Mile, Siliguri, West Bengal.

2. FINANCIAL SUMMARY

( In Lakhs)

Particulars	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from Operation	9315.60	7,318.38	9315.60	7,318.38
Other Income	472.88	1.532.09	472.88	1.532.09
Profit / (Loss) Before Depreciation Financial Cost and Tax	523.53	1,249.28	523.53	1,249.28
Less : Financial Cost	248.19	149.47	248.19	149.47
Profit / (Loss) Before Depreciation	275.34	1.099.81	275.34	1.099.81
Less : Depreciation	165.92	158.24	165.92	158.24
Profit/ (Loss) Before Taxation	109.42	941.57	109.42	941.57
Less :Taxation Expenses
a) Current Tax	-	-	-	-
b) Mat Credit Entitlements	39.85	-	39.85	-
c) Deferred Tax	(63.20)	(8.30)	(63.20)	(8.30)
Tax Expenses for Earlier Year	0.93	12.12	0.93	12.12
Profit After Taxation	131.84	939.74	131.84	939.74
Add : Share of Profit in Associate Company	-	-	47.19	148.35
Add : Other Comprehensive Income Net of Tax	-	-	-	-
Profit for the Year	131.84	939.74	179.03	1.088.09
Basic and Diluted Earnings Per Share	1.92	13.66	2.59	15.76
Paidup Share Capital	690.29	690.29	690.29	690.29
Reserve	7427.56	7.295.72	13916.65	13.737.61
Net Worth	8115.49	7,983.65	14604.58	14,425.55

3. OVERVIEW OF THE COMPANY PERFORMANCE FINANCIAL REVIEW

The Financial Statement of your company have been prepared in accordance with the Generally Accepted Accounting Principles in lndia(lndian GAAP) to comply with the Indian Accounting Standards(IND AS) and the relevant provisions of the Companies Act,2013 and rule made therein, as applicable and regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 . Accounting Policies have been consistently applied except where a newly issued accounting standards, if initially adopted or a revision to an existing accounting standard requires a change in the accounting Policy.Your Company discloses unaudited financial results on quarterly basis, which are subjected to limited review, and audited financial results on an annual basis.

Standalone Financial Performance :

Some of the Key Highlights of your Companys performance during the year under review are:

• Your companys turn over is Rs. 9315.60 Lakhs as against Rs. 7318.38 Lakhs in the previous year.

• The Company has achieved profit before tax during the current financial year of Rs. 109.42 Lakhs as against Rs. 941.57 Lakhs in the previous year.

• Net profit after taxation is Rs. 131.84 Lakhs as against Rs. 939.74 Lakhs in the previous year.

• Earnings per share is Rs 1.92 as against Rs. 13.66 in the previous year.

Consolidated Financial Performance:

On Consolidated basis, your company has achieved consolidated net profit after tax of 179.03 Lakhs as against 1,088.09 in the previous year.

4. OPERATIONS REVIEW

During the year under review, the Companys total tea production was at 22.78 Lakhs kg.of Black Tea compared to 22.70 Lakhs Kg. in last year. The total sales quantity was 21.72 Lakhs kg as against 23.43 Lakhs kg in last year 2021-22. The average price realization was Rs.135.88 per kg. against realization of Rs. 133 Per kg in previous year. Your Company continued to focus on making quality teas.

Your Company is engaged in the Manufacturing and Selling of Tea and Trading in Agri Merchandise.

Your Company is having the following units under its fold:

a) Bagdogra Tea Estate : The tea garden is in Terai Region of North Bengal, about 15 kms. From Siliguri and adjacent to Bagdogra Airport. The total grant area is 687.17 acres and produces 25 Lakhs kgs. of made tea annually out of its own leaves and bought tea leaves. Total Tea Production during the year 2022-23 is 5.58 Lakhs Kg.

b) CTC Tea Factory (Terai Tea Factory Unit) :

The company has set up this unit in the month of November, 1997 with an objective to produce CTC tea from the green leaf purchased from different suppliers. Total Tea Production during the year 2022-23 is 7.17 Lakhs Kg.

c) Adhikari Tea Factory Unit : This unit was commissioned on 17th February 2002. The present installed capacity of the unit 25 Lakhs kgs.of CTC tea per annum. Total Tea Production during the year 2022-23 is 10.03 Lakhs Kg.

5. SCENARIO ATTEA INDUSTRY

Tea being an agricultural product, the plantation operations are subject to the fluctuating fortunes of weather. The crop yield depends on the climatic conditions to a very large extent. The steps initiated by the management for increasing the crop yields by implementation of improved agricultural practices are not only necessary, but also important for the sustainability of the Industry. Tea continues to be savoured globally and remains the most popular beverage in the country contributing substantially to the countrys income by way of foreign exchange earnings. Indian tea industry provides employment to more than one million people, more than half of whom are women. Tea Industry supports a large population comprising of workers, dependents and others residing in the tea estates. Originally, the tea plantation sector consisted of tea estates with factories to manufacture their teas but over the last decade or so, there has been an emergence of small tea growers and bought leaf factories contributing to almost 50% of the total countrys tea production.

The Indian tea crop for the FY 2022-2023 was 1370.83 million kgs as compared to 1344.40 million kgs in FY 2021-22 and 1283.03 million kgs in FY 2020-21. There was a decline in production in the years 2020 and 2021 due to Covid impact and later due to most tea growing areas facing a severe drought and inclement weather throughout the growing season in 2021 and 2022. Climate in the tea growing areas continues to be erratic and it remains to be seen if the crops stabilize to normal levels during 2023-24.

Substantial increase in labour wages, high social cost over most other tea producing countries, high infrastructure costs and increasing energy and other input costs remain the major problems for the Indian Tea Industry. Shortage of labour during peak season in some pockets is also a cause for concern. The Company has made substantial investment in irrigation to minimize the impact on crop due to change in climatic conditions.

Weather is also of prime importance for the industry to achieve desired production levels. Due to erratic weather conditions the production of tea fluctuates within a given range. However, inspite of this scenario the outlook for the tea industry is positive, due to its increasing demand, consumption and acceptance of the same as a wellness drink globally.

6. INDIAN ECONOMY AND STATE OF AFFAIRS Indian economy appears to have moved on after its encounter with the pandemic, staging a full recovery in FY22 ahead of many nations and positioning itself to ascend to the pre-pandemic growth path in FY23. Indias economic growth in FY23 has been principally led by private consumption and capital formation and they have helped generate employment as seen in the declining urban unemployment rate and in the faster net registration in Employee Provident Fund. Moreover, Worlds second-largest vaccination drive involving more than 2 billion doses also served to lift consumer sentiments that may prolong the rebound in consumption. Despite the three shocks of COVID- 19, Russian-Ukraine conflict and the Central Banks across economies led by Federal Reserve responding with synchronised policy rate hikes to curb inflation, leading to appreciation of US Dollar and the widening of the Current Account Deficits (CAD) in net importing economies, agencies worldwide continue to project India as the fastest-growing major economy at 6.57.0 per cent in FY23.

Global growth is forecasted to slow from 3.2 per cent in 2022 to 2.7 per cent in 2023 as per IMFs World Economic Outlook, October 2022. A slower growth in economic output coupled with increased uncertainty will dampen trade growth. This is seen in the lower forecast for growth in global trade by the World Trade Organisation, from 3.5 per cent in 2022 to 1.0 per cent in 2023.

India is the third-largest economy in the world in PPP terms and the fifth-largest in market exchange rates. As expected of a nation of this size, the Indian economy in FY23 has nearly "recouped" what was lost, "renewed" what had paused, and "re-energised" what had slowed during the pandemic and since the conflict in Europe.

7. SUBSIDIARY & ASSOCIATES COMPANIES

As on 31st March, 2023 the company had the following Associates Companies, all of them are unlisted :

1. East Indian Produce Ltd.

2. Jaldacca Tea Plantations Pvt. Ltd.

3. Abhijit Tea Co Pvt. Ltd.

4. Terai Infrastructures Ltd.

5. Terai Dooars Tea Co. Pvt. Ltd.

6. Sayedabad Tea Co. Ltd.

7. TheKharibariTeaCo. Ltd.

8. Terai Overseas Pvt. Ltd.

9. Amit Paridhan Pvt. Ltd.

10. New Darjeeling Union Tea Co. Ltd.

11. Terai Ispat & Trading Pvt. Ltd.

12. Terai Financial Services Pvt. Ltd

Performance and Financial Position of Associates Companies

East Indian Produce Ltd:

The Company is engaged in the manufacturing and selling of Tea. This company owns one tea garden namely LohagarhTea Estate. The Tea Estate is situated in the foothills of Himalayan range of mountains having plantation areas of 814.37 acres and during the financial year Company produced 3.64 Lakhs kg of Specialty Tea (Green Tea).

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	981.10	1028.18
2	Profit before Taxation	53.71	58.37
3	Net Profit After Taxation	51.86	55.73
4	Earnings Per Share	35.84	38.51

New Darjeeling Union Tea Co. Ltd.:

The Company is engaged in the manufacturing and selling of Tea. This company is the owner of Kiran chandraTea Estate near to Bagogra Airport, in the District of Darjeeling having an area of 878.41 acres. The Company is owing a Green Tea bought leaf factory within the premises of Kiran Chandra Tea Estate. The combined annual production during the financial year was 10.13 Lakhs kg Tea.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	1758.45	2100.46
2	Profit before Taxation	33.84	80.68
3	Net Profit After Taxation	27.16	71.82
4	Earnings Per Share	77.25	204.28

Sayedabad Tea Co. Ltd.:

The Company is engaged in the manufacturing and selling of Tea. This company owns Sayedabad Tea Estate having 1,450 acres of grant area. The Company is also owning a bought leaf factory within the premises of Sayedabad Tea Estate. The combined annual production during the year of 14.61 Lakhs Kg. of CTCTea.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	2237.44	2024.67
2	Profit Before Taxation	14.83	(27.77)
3	Net Profit After Taxation	32.73	(26.21)
4	Earnings Per Share	60.19	(48.19)

Jaldacca Tea Plantations Pvt. Ltd.:

The Company is engaged in the manufacturing and selling of Tea. This company is the owner of Jaldacca Altadanga Tea Estate having gross grant area of 1001 acres and during the financial year the Company produced 2.00 Lakhs kgs. of Specialty Tea (Green Tea).

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	621.49	776.07
2	Profit Before Taxation	1.89	2.47
3	Net Profit After Taxation	6.68	6.91
4	Earning Per Share	356.47	368.34

Abhijit Tea Company Private Ltd. :

The Company is engaged in the manufacturing and selling of Tea and real estate business. This company is owning Raja Tea Estate in the heart of Mai Bazar town in the District of Jalpaiguri having an area of 1482.83 acres. During the financial year Company produced 6.01 Lakhs kg of CTCTea.

The company has various real estate projects in the city of Siliguri and Falakata town, West Bengal.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	1388.47	1508.22
2	Profit Before Taxation	1.27	99.93
3	Net Profit After Taxation	(8.97)	80.90
4	Earning Per Share	(56.32)	507.64

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 Lakhs kgs. of made tea per annum. During the Current Financial year the Company produced 3.94 Lakhs kgs. Speciality Tea (Green Tea).

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	978.05	945.69
2	Profit Before Taxation	53.13	76.48
3	Net Profit After Taxation	46.74	58.13
4	Earnings Per Share	23.37	29.06

Amit Paridhan Pvt. Ltd. :

The Company is engaged in the Processing and Bleaching of Hosiery Clothes. It is located in Bira, North 24 Paraganas. It started its Commercial Production on 29th June, 2012.lt processes approx. 1500 M.T of Fabrics annually. The Company uses state of Art machineries for manufacturing its Product. The Company produced quality product by way of Job work trading and is supplying to the leading manufacturer of the country.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	782.48	912.51
2	Profit Before Taxation	(103.46)	0.92
3	Net Profit After Taxation	(78.25)	(7.03)
4	Earnings Per Share	(16.13)	(1.45)

Terai Dooars Tea Company Pvt. Ltd. :

The company has owner of bought leaf tea factory and manufacture Black Tea. The Company is engaged in the manufacturing and selling of Tea. During the financial year Company produced 7.33 Lakhs kg of Tea.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	796.34	1202.77
2	Profit Before Taxation	3.70	0.62
3	Net Profit After Taxation	1.79	0.46
4	Earnings Per Share	0.33	0.08

Terai Infrastructures Ltd.:

The Companys main objective is to deal in real estate business.

Some of the Key Highlights during the year under review are :

( inLakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	2.36	2.67
2	Profit Before Taxation	0.32	0.12
3	Net Profit After Taxation	0.32	0.12
4	Earnings Per Share	0.005	0.002

Terai Ispat & Trading Pvt. Ltd.:

The Company is engaged in the trading of various merchandise.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	3798.06	246.77
2	Profit Before Taxation	6.71	12.06
3	Net Profit After Taxation	5.33	16.37
4	Earnings Per Share	0.37	1.14

Terai Overseas Pvt. Ltd. :

The company is engaged in the Import, Export and trading of various merchandise.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	5906.43	1351.68
2	Profit Before Taxation	7.81	9.24
3	Net Profit After Taxation	6.71	4.73
4	Earnings Per Share	1.01	0.71

Terai Financial Services Pvt. Ltd.:

This Company is the financial arm of the group engaged in providing financial and investment services.

Some of the Key Highlights during the year under review are :

( in Lakhs)

SI.	Particulars	2022-23	2021-22
1	Total Gross Revenue	4.38	40.38
2	Profit Before Taxation	4.25	40.23
3	Net Profit After Taxation	4.25	40.23
4	Earnings Per Share	9.23	87.39

Other Reviews :

A. The matter of compensation regarding valuation of trees for the plots of Land abandoned by the defense authorities is pending adjudication by the Arbitrator. The matter of rent compensation short paid by the Defense Authorities is ponding before the Circuit Bench at Jalpaiguri of the Honble High court, Calcutta.

B. Kumlai Tea & Industries Ltd.: Our company has submitted a Resolution Plan in the Corporate Insolvency Resolution Process (CIRP) of Kumlai Tea & Industries Ltd. which is yet to be considered and approved by Committee of Creditors (COC) and the matter is pending for approval before NCLT, Kolkata Bench.

Consolidated Financial Statement

In compliance with Section 129(3) of the Companies Act, 2013 and Rules made there under, Indian Accounting Standard (Ind AS) 110 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statement form part of this Annual Report. Consolidated Financial Statement presented by your Company include financial information about its aforesaid associates.

DHARANIPUR TEA ESTATE The Company is hopeful to the "Specific Performance Decree" in its favour resulting the revival of the purchase deed of Tea Estate executed by the Bhowmics. The Company has filed a Writ in circuit bench jalpaiguri of Calcutta High Court to allow the Company to run and manage Dharnipur Tea Estate, grant lease in respect thereof and further not to allow anybody else to run and manage Dharnipur Tea Estate.

TEA TOURISM PROJECT

The Companys application for "Tea Tourism Project" through its sister concern Terai Tea Resorts Ltd on 5 Acres of land at Bagdogra Tea Estate was approved by the State Government and a lease deed for 99 years has already been executed. The company has entered into a Joint Venture Agreement for the development of tourism Project. The said Project has already been approved for finance by Union Bank of India.

LANDATBANGALORE

The company is having an agreement to acquire few plots of land at Bangalore for which arbitration proceedings are pending. All the expenses incurred for the litigation in respect of the said land are considered as deemed cost of land as per the agreement.

COMMERCIAL REAL ESTATE PROJECT

The Company has entered into Amalgamation agreement with other Group Companies for Constructing a Commercial Real Estate Project as Sevoke Road, Siliguri on 174 Kathas of land, in which the Company has land share of about 32%. The Company along with other Group Company partners, are working on bringing the project into reality.LUCC is applied with Siliguri Jalpaiguri Development Authority.

8. DETAILS OF SUBSIDIARY / JOINT VENTURES ASSOCIATES COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statement of your companys associates pursuant to first proviso to section 129 (3) of the Companies Act, 2013 (Act) read with rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report as an "Annexure-D". Further, in line with section 129 (3) of the Act read with the aforesaid Rules, SEBI Listing Regulations, 2015 and in accordance with (Indian Accounting Standards) Rules, 2015 (IND AS rules) of the schedule III of the Companies Act, 2013, Consolidated Financial Statements prepared by your company includes the financial in formations of its associates companies.

9. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March, 2023 was 6,87,93,000 divided into 68,79,300 Equity Shares of Rs. 10 each. There have not been any changes in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2023. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options or sweat equity.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to Section 150 and 152 of Companies Act, 2013 and Articles of Association of the Company, Shri Rajendra Kanodia (DIN : 00175574) retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The brief resume and other details as required under the Secretarial Standard-2 are provided in the Notice of the 50th Annual General Meting.

During the year, the Company had three Key Managerial Personnel, being Mr. Ajit Kumar Agarwala, Managing Director and Mr. Rajendra Kanodia, CFO & Mr. Rajesh Singhania, Company Secretary of the Company. as per provisions of Section 203 under Companies Act, 2013.

Mr. Dhruv Bajoria and Mr. Ratan Kumar Goel were appointed on the Board as Non-Executive Independent Directors w.e.f.9th December,2022 after due consideration of Companys members approval through Special Resolution by Postal Ballot.

Mr. Milan Krisna Sarkar and Mr. Hemant Kumar Agarwal tendered their resignation from Directorship of the company w.e.f. 13th January, 2023. The Board recognizes their valuable services rendered during their tenure of directorship.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the NonIndependent Directors, the details of which are covered in the Corporate Governance Report.

Induction and Training of Board Members

The process followed by the Company for induction and training to Board members has been explained in the corporate Governance Report.

12. DECLARATION BY INDEPENDENT DIRECTORS The Company has received the necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria as stipulated in section 149(6) Companies Act, 2013. And Regulation 16(1) (b) of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulation, 2015.

13. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013 your Directors statet hat

a) In the preparation of the Annual Accounts for the year ended 31st March, 2023, 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 2022-23 and of the profit for the year ended 31st March, 2023.

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, 2023, 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.

14. COMPANYS POLICY ON DIRECTORS 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 Companys business in a holistic manner.

b) Independent directors shall be persons of integrity and possess expertise and experience and / or some one 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 Companys 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 Companys 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 managements 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 Companys business and achieve its objectives.

15. EXTRACT OF THE ANNUAL RETURN

As per the requirements of 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules 2014, for F.Y. 2022-23, MGT-7 along with MGT-8 shall be made available on the website of the company i.e. https:www.teraigroup. com/investors/html on the post 50th Annual General Meeting of the Company.

16. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as Annexure-C which is annexed hereto and forms part of the Directors Report.

17. DIVIDEND

Considering the financial requirements towards the funding of the ongoing expansion plan, which we believe will enhance the shareholders value in the long term, no dividend is recommended by the Directors of your company for the year ended 31st March,2023.

18. TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserve for the year ended 31 st March,2023.

19. DEPOSITS

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

20. AUDITORS STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at 49th AGM have approved appointment of M/s. Saha & Majumdar, Chartered Accountants (ICAI Registration No. 303087E) as the Statutory Auditors of the Company for a term of five consecutive years, that is, from conclusion of 49th AGM of the Company till the conclusion of the 54th Annual General Meeting to be held in the year 2027 of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.Sonesh Jain a proprietor of M/s. Jain Sonesh & Associates, 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 2022-23. The Report of the Secretarial Audit is annexed herewith as "Annexure B".

COST AUDITOR

Pursuantto Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 the Board of Directors on the recommendation of the Audit Committee appointed M/s. Debabrota Banerjee & Associates, Cost Accountant, Kolkata, as the Cost Auditor of the Company for the year under review relating to manufacturing activities by the Company. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuring Annual General Meeting.

Shri Debabrota Banerjee has confirmed that his appointment is within the limits of Section 139 of the Companies Act, 2013 and has certified that he is free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the Cost Auditor certifying his independence and arms length relationship with the Company.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

21. AUDITORSOBSERVATIONS, AUDITOR S REPORT

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Statutory Auditor M/s. Saha & Majumder, Chartered Accountants has submitted an Un-qualified Audit Report for the financial year 2022-23.

22. FINANCE

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

23. CREDIT RATING

The Company continues to have the domestic credit rating of BBB -/stable from CRISIL which means sufficient safety with regard to timely payment of financial obligations which is valid upto December 31, 2023.

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. 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 Companys 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 managements 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.

26. PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to Section 134(3)(q) and Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as "Annexure- C" to the Directors Report.

27. 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.

28. DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY. TECHNOLOGY AND FOREIGN EXCHANGES AND OUT GO

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.

29. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board held during the financial year 2022-23 forms part of the Corporate Governance Report.

30. 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 companys 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

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act and No compliant has been received till date.The said policy is available on your Companys website www.teraigroup.com and a link to the said policy has been provided. The Company is committed to provide a safe and conducive work environment to its employees.

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

Prosecution launched by Registrar of Companies, West Bengal under section 205,209(5), 211 (7), 211 (8), 629(A), 621(1 A) under Companies Act, 1956 under case No C/1740/1995 and C/1741/1995 in the year 1995 for alleged non-disclosure in the prospectus during public issue of shares in the District Court (The Bankshall Court) against the company and the Managing Director were stood discharged on February 6,2021 by Bankshall Court. Suitable modification in the Master Data records at MCA21 portal is yet to be done by ROC.Kolkata

33. POLICY ON MATERIALITY OF AND DEALING WITH THE RELATED TRANSACTIONS

The Companys Policy on Materiality of and Dealing with Related Party Transactions was reviewed and revised on 14th August,2023 to bring it in conformity with the Listing Regulations. The said policy may be referred to at the Companys website at : www.teraigroup.com.

34. 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 Companys website at www.teraigroup.com

35. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance atthe meetings are provided in the Corporate Governance Report.

36. 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 135 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 social needs and challenges. The Company continues to support the "Amit Agarwala Foundation", a Public Charitable Trust with a vision of creating permanent institutes for use by the needy masses in the field of education, medical facilities and other public utilities and to provide quality services in all such institutes in affordable cost. The following projects are running successfully: -

"Amit Agarwala Smriti Bhawan" a multipurpose facility which provides various facilities for attendants of patients admitted at North Bengal Medical College & Hospital. The same provides accommodation and food to attendants of such patients at a reasonable cost on per day basis.

"Amit Agarwala Bang Bhawan" having constructed area 17000 sq. ft. approx. The Bhawan has multifarious facilities for the residents of the under privileged society of Siliguri. It is located in the heart of Siliguri Town. This was inaugurated by Late Shri Pranab Mukherjee, Former Finance Minister of India on 13th October, 2011.

"Amit Agarwala Old Age Recreation Centre" which provides facilities to the weaker and under privileged citizens of the city of Siliguri and entire North Bengal. There is a library and a reading room basically to provide a meeting Place for elderly persons, who meet, enjoy company of each other reading newspaper and books etc.

Amit Agarwala Table Tennis Academy" is other charitable units in the in the said center apart from vocational training. The Academy provides Table Tennis coaching under the supervision of one of the renowned coaches of Siliguri.

"Amit Agarwala School for Blind" to provide the sphere of education and other activities to blind boys and girls free of cost. This was inaugurated by the Governor of West Bengal, Shri M. K. Narayanan on 27th day of January,2013.

Shree Shree Mahamaya Kalibari Naat Mandir, Desbandhu Para" opposite Amit Agarwala Bang Bhawan. This was inaugurated on 13th September, 2016.

"Amit Agarwala Learning Cum Resource Centre" was established having constructed area of 25000 sq. ft, within the premises of Surya Sen Mahavidyalaya at Siliguri and inaugurated on 15th May,2022 in presence of Ministers of the West Bengal State Government and Mayor of Siliguri Municipal Corporation. The Centre consists of class rooms, library, common room and other educational facilities.

Vedic Educational Institute at Bagdogra on the banks of Changa river is being set up for giving Vedic education and allied search of the highest standards for the welfare of the society.

37. 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 Companys 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 Companys website www.teraigroup.com

38. RELATED PARTY TRANS ACTIONS

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 arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your directors draw attention of the members to Note 34 to the Notes on Accounts to the Financial Statement which sets out related party disclosures. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website : www.teraigroup.com.

39. 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.

40. 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.

41. REPORT ON CORPORATE GOVERNANCE

At Terai Tea, we ensure that we evolve and follow the corporate governance guidelines and best practices diligently, notjustto boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

In accordance with Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance together with Practicing Chartered Accountant Certificate regarding Compliance of Conditions of Corporate Governance are attached as "Annexure- E", forming parts of this report.

42. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a Management Discussion and Analysis Report is attached as "Annexure-F" forming part of this report.

43. BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (LODR) Regulations 2015, Top 1000 listed entities are required to submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, Social and Corporate perspective. Your Company does not fall under this Category. However, BR Report on environment, human resources and principle wise performance in short forms part of the Management discussion and analysis report.

44. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

45. DETAILS OF THE DIFFERENCE BETWEEN THE VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS.

During the year under review, there has been no OneTime Settlement of Loans taken from Banks and Financial Institutions.

46. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

47. FRAUD REPORTING

Pursuant to the provisions of Section 134(3) (ca) of the Companies (Amendment) Act, 2015, no fraud has been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Corporate Office :

"Ezra Mansion"

10,Government Place (East)

1st Floor, Kolkata - 700 069 Dated, 21st day of August, 2023

By the order of the Board

For Terai Tea Company Limited

Sd/-

Ajit Kumar Agarwala

Managing Director

DIN :00265775