Terai Tea Co. Ltd. 2017 · Annual Report 2016-17 3 NOTICE is hereby given that the 44th Annual General Meeting of the members of “TERAI TEA COMPANY LIMITED” will be held on Saturday,

Annual Report 2016-17 1

CORPORATE INFORMATIONBOARD OF DIRECTORSMr. Ajit Kumar AgarwalaManaging DirectorDIN No. : 00265775Mrs. Shashikala AgarwalaNon-Independent DirectorDIN No. : 00260171Mr. Milan Krisna SarkarIndependent DirectorDIN No. : 05272885Mr Jayantakumar Natwarlal RajaIndependent DirectorDIN No. : 06884343Mr. Rajendra KanodiaNon-Independent Director & CFODIN No. : 00175574Mr. Hemant Kumar AgarwalIndependent DirectorDIN No. : 02308200

KEY MANAGERIAL PERSONNELMr. Ajit Kumar AgarwalaManaging DirectorMr. Rajendra KanodiaCFOMr. Roshan DaveCompany Secretary

COMPANY SECRETARY &COMPLIANCE OFFICERMr. Roshan Dave

BOARD COMMITTEE :-a) AUDIT COMMITTEEMr. Hemant Kumar Agarwal (Chairman)Mr. Jayantakumar Natwarlal RajaMr. Milan Krisna Sarkar

b) NOMINATION &REMUNERATION COMMITTEEMr. Milan Krisna Sarkar (Chairman)Mr. Jayantakumar Natwarlal RajaMr. Hemant Kumar Agarwal

c) STAKEHOLDERSRELATIONSHIP COMMITTEEMr. Jayantakumar Natwarlal Raja (Chairman)Mr. Milan Krisna SarkarMr. Hemant Kumar Agarwal

AUDITORP. K.Shah & Co.Chartered Accountants.Hill Cart Road,Siliguri - 734001

SECRETARIAL AUDITORMR & AssociatesCompany Secretaries46, B. B. Ganguly StreetKolkata - 700012

COST AUDITORMr. Debabroto Banerjee63, Radha Bazar Street2nd Floor, Kolkata - 700001

BANKERSCentral Bank of IndiaBank of IndiaCorporation BankYes BankIndusInd Bank

REGISTERED OFFICE10, Government Place (East),1st Floor, Kolkata - 700069Phone : (033) 40214411-44 (34 Lines)Fax : (033) 2248-9182Email : [email protected] : www.teraigroup.com

CORPORATE OFFICE“Agarwala House”Sevoke Road, 2nd MileSiliguri - 734 001Phone : (0353) 2543-857/8Fax : (0353) 2542-656E-mail : [email protected]

SHARE TRANSFER AGENTMaheshwari Datamatics Pvt. Ltd.23, R.N. Mukherjee Road5th Floor, Kolkata - 700001Ph. : (033) 2248-2248, 2343-5021Fax : (033) 2248-4787E-mail : [email protected]

SOLICITORS & LEGAL ADVISORSJhunjhunwala & Co.Solicitors & Advocates7C, K.S.Roy Road,Kolkata - 700001

CIN :L51226WB1973PLC029009

mailto:[email protected]

http://www.teraigroup.com



2 Terai Tea Company Limited

Contents Page

Notice .............................................................................................................................................................................................3

Directors’ Report ...........................................................................................................................................................................9

Corporate Governance Report ................................................................................................................................................... 37

Management Discussion and Analysis Report .......................................................................................................................... 50

Financial Highlights : Balance Sheet & Profit & Loss Account .............................................................................................. 52-53

Standalone Financial Statement Consolidated Financial StatementAuditors’ Report ........................................................... 54 Auditors’ Report ................................................................... 77

Balance Sheet ............................................................. 60 Balance Sheet ...................................................................... 81

Statement of Profit & Loss ........................................... 61 Statement of Profit & Loss ................................................... 82

Cash Flow Statement .................................................. 62 Cash Flow Statement .......................................................... 83

Notes ........................................................................... 63 Notes .................................................................................... 84

Share Holder’s Information ................................................. 99

Attendance and Proxy Form ............................................... 101

FINANCIAL INFORMATION


NOTICE is hereby given that the 44th Annual General Meetingof the members of “TERAI TEA COMPANY LIMITED” will beheld on Saturday, the 23rd September, 2017 at 10.30 A.M.at its Registered Office - 10 Government Place (East), 1stFloor, Kolkata – 700069 to transact the following business:ORDINARY BUSINESS:1) To consider and adopt the Audited Standalone Financial

Statement of the Company for the financial year ended31st March 2017, the Audited Consolidated FinancialStatement for the said financial year and the reports ofthe Board of Directors and Auditors thereon;

2) To appoint a Director in place of Mr. Rajendra Kanodia(DIN : 00175574), who retires by rotation and beingeligible, offers himself for re-appointment.

3) To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution:“RESOLVED THAT, pursuant to the provisions of Section139 and other applicable provisions, if any, of theCompanies Act, 2013 and the Rules framed thereunder(including any statutory modification(s) or re-enactmentsthereof for the time being in force) Saha & Majumdar,Chartered Accountants, Siliguri registered with theInstitute of Chartered Accountants of India (ICAI)videregistration number (303087E) and are hereby appointedas Statutory Auditors of the Co. (in place of Messrs P.KShah & Associates Chartered Accountants, the retiringAuditors) for a term of five years commencing from theCompany’s financial year ending March 31, 2018 to holdoffice from the conclusion of the 44th Annual GeneralMeeting of the Company until the conclusion of 49thAnnual General Meeting (subject to ratification of theirappointment by the Members at every intervening AnnualGeneral Meeting held after this Annual General Meetingon such remuneration plus GST ,out of pocket expenses,as may be mutually agreed upon by the Board of Directorsand the Statutory Auditors.”RESOLVED FURTHER THAT the Board of Directors of theCompany (including its committee thereof) and/be andare hereby severally authorized to do all such acts andtake all such steps as may be considered necessaryproper or expedient to give effect to this Resolution.

SPECIAL BUSINESS:4) Approval of the Remuneration of the Cost Auditors of

the Company for the year 2017-18:To consider and, if thought fit, to pass with the or withoutmodifications, the following resolutions as an OrdinaryResolutions:“RESOLVED THAT pursuant to the provisions of Section148 and all other applicable provisions of the CompaniesAct, 2013, the Cost Auditor appointed by the Board ofDirectors of the Company, to conduct the audit of the cost

records of the Company for the financial year 2017-18be paid the remuneration as set out in the statementannexed hereto.”“RESOLVED FURTHER THAT the Board of Directors of theCompany be and is hereby authorized to do all acts andtake all such steps to give effect to the above resolution.”

5. MAKING INVESTMENT / LOANS , GIVING GUARANTEESAND PROVIDING SECURITIES IN CONNECTION WITH ANYLOANS / FACILITIES AVAILED BY OTHER COMPANIESTo consider and, if thought fit, to pass with or withoutmodification(s), the following resolutions as SPECIALRESOLUTION :“RESOLVED THAT pursuant to the provisions of Section186 of the Companies Act, 2013 and such otherprovisions as may be applicable, if any, including anystatutory modification or re-enactment thereof for the timebeing in force, the Board of Directors of the Company beand is hereby authorised to agree to at its discretion tomake loan(s) and/or give any guarantee(s)/provide anysecurity(ies) in connection with loan(s) made to and tomake investments in shares, debentures and/or anyother securities of other body corporates, whether Indianor Overseas in various schemes of Mutual Funds or suchother funds, in their absolute discretion deem beneficialand in the interest of the Company in excess of 60% ofthe Paid up Share Capital and Free Reserves andSecurities Premium of the Company or 100% of FreeReserves and Securities Premium of the Companywhichever is more, as prescribed under Section 186 ofthe Companies Act, 2013 from time to time, in one ormore tranches, up to maximum amount of ` 150 Crores(Rupees One Hundred and Fifty Crores only),notwithstanding that investments along with Company’sexisting loans or guarantee / security or investments shallbe in excess of the limits prescribed under Section 186aforesaid or upto the limits so prescribed under Section186, whichever is higher and that the Board or anyCommittee thereof is authorized to do all such acts,deeds, matters and things as may be necessary to giveeffect to this resolution, and to settle any question ordoubt that may arise in this regard.”“RESOLVED FURTHER THAT the Board or any Committeethereof be and is hereby authorised to take from time totime all decisions and steps in respect of the above loans,guarantees and investment including the timing, amountand other terms and conditions of such loans,guarantees and investment and varying the same throughtransfer, sale, disinvestment or otherwise either in partor in full as it may deem appropriate, and to do andperform all such acts, deeds, matters and things, asmay be necessary or expedient in this regard and toexercise all the rights and powers which would vest inthe Company in pursuance of such loans, guaranteesand investment.”

TERAI TEA COMPANY LIMITEDREGD. OFFICE : EZRA MANSION, 10, GOVERNMENT PLACE (EAST), 1ST FLOOR, KOLKATA- 700069Phone : (033) 40214444 • E-mail : [email protected] • Website : www.teraigroup.comCIN : L51226WB1973PLC029009

Notice

By order of the BoardFor Terai Tea Company Limited

Registered Office: Sd/-10,Government Place (East) Roshan DaveKolkata – 700 069 Company SecretaryDated, 18th August, 2017 ACS - 27185




Notice (Contd.)NOTES:1) A member entitled to attend and vote at the Annual

General Meeting is entitled to appoint a proxy toattend and vote instead of himself/herself and suchproxy need not be a member of the Company.The proxy forms should be duly stamped,completed, signed and deposited at the RegisteredOffice of the Company, not less than 48 hoursbefore commencement of the meeting.In terms of Rules 19 of the Companies(Management and Administration) Rules, 2014, aperson can act as proxy on behalf of membersnot exceeding 50 (fifty) and holding in aggregatenot more than ten percent of the total share capitalof the Company carrying voting rights. A memberholding more than ten percent of the total sharecapital of the company carrying voting rights mayappoint single person as proxy and such personscannot act a proxy for any other person orshareholder.

2) A Statement pursuant to Section 102(1) of theCompanies Act, 2013, which sets out details relatingto Special Business at the meeting, is annexedhereto.

3) The Equity Share transfer Registers of the Companywill remain closed from September 18th, 2017 toSeptember 23rd, 2017 (both days inclusive) for thepurpose of Annual General Meeting.

4) Additional information, pursuant to Regulation 36(3)of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and as requiredunder the provisions of Secretarial Standard-2 issuedby The Institute of Company Secretaries of India, inrespect of the directors seeking appointment/ re-appointment at the AGM, is furnished as annexure tothe Notice. The Directors have furnished consent/declaration for their appointment / re-appointment asrequired under the Companies Act, 2013 and the Rulesthereunder.

5) Members are requested to update their e-mail addressto [email protected] or [email protected] tosupport the “Green Initiative” in the CorporateGovernance.

6) Members desiring any information as regard accountsare requested to intimate the company at least tendays before the meeting to enable the managementto keep the information required readily available atthe meeting.

7) The Company’s shares are enlisted with NSDL andCDSL for participation into Electronic DepositorySystem operated by them. Its shares are compulsorilyto be traded in Electronic Form and the security bearsCode ISIN INE 390D1011.

8) Members are requested to notify immediately anychange of their address, if any, to the Company incase shares are held in physical form or to the DP’s,where the account is maintained, if held in dematform.

9) To comply with the provision of Section 88 of theCompanies Act, 2013 read with Rule 3 of theCompanies (Management and Administration) Rules2014, the Company shall be required to update itsdatabase by incorporating members’ designatede-mail ID in its records.

10) Members are requested to quote folio numbers in alltheir correspondence. Equity Share of the Companyare under compulsory Demat trading by all investors.Considering the advantage of scripts trading, membersare encouraged to consider dematerialization of theirshareholding so as to avoid inconvenience in future.

11) Members/Proxies should bring the attendance slipduly filled in for attending the Meeting.

12) Corporate members intending to send their authorizedrepresentative to attend the meeting are requested tosend to the Company a certified copy of BoardResolution authorizing their representative to attendand vote on their behalf at the Meeting.

13) Electronic copies of the Annual Report are being sentto all the members whose e-mail id are registeredwith Company/ Depository Participant(s) forcommunication purpose unless any members hasrequested for a hard copy of the same, for memberswho have not registered their email address, physicalcopies of Annual Report is being sent in the permittedmode.

14) Electronic copy of the Notice of this Meeting of theCompany inter alia indicating the process and mannerof e-voting along with attendance slip and proxy formis being sent to all the members whose e-mail IDsare registered with the Company/ DepositoryParticipant(s) for communication purpose unless anymembers has requested for a hard copy of the same.For members who have not registered their e-mailaddress, physical copies of the Notices of the 44thAnnual General Meeting of the Company inter aliaindicating the process and manner of e-voting alongwith Attendance Slip and Proxy Form is being sent inthe permitted mode. Members may also note thatNotice of this meeting and the Annual Report will alsobe available on Company’s websitewww.teraigroup.com for their download.

15) All documents referred to in the accompanying Noticeand the Explanatory Statement shall be open forinspection at the Registered Office of the Company





Notice (Contd.)(vi) If you are holding shares in demat form and had

logged on to www.evotingindia.com and voted onan earlier voting of any company, then yourexisting password is to be used.

(vii) If you are a first time user follow the steps givenbelow:

For Members holding shares in Demat Formand Physical Form

PAN Enter your 10 digit alpha-numeric *PANissued by Income Tax Department(Applicable for both demat shareholdersas well as physical shareholders)·Members who have not updated theirPAN with the Company/DepositoryParticipant are requested to use the firsttwo letters of their name and the 8 digitsof the sequence number in the PAN field.In case the sequence number is lessthan 8 digits enter the applicable numberof 0’s before the number after the firsttwo characters of the name in CAPITALletters. Eg. If your name is RameshKumar with sequence number 1 thenenter RA00000001 in the PAN field. –Sequence number is communicated inthe Attendance Slip/ Covering Letter.

DOB Enter the Date of Birth as recorded inyour demat account or in the companyrecords for the said demat account orfolio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details asBank recorded in your demat account or inDetails the company records for the said

demat account or folio.

• Please enter the DOB or Dividend BankDetails in order to login. If the details arenot recorded with the depository orcompany please enter the member id / folionumber in the Dividend Bank details field.

(viii) After entering these details appropriately, clickon “SUBMIT” tab.

(ix) Members holding shares in physical form willthen reach directly the Company selectionscreen. However, members holding shares indemat form will now reach ‘Password Creation’menu wherein they are required to mandatorilyenter their login password in the new passwordfield. Kindly note that this password is to be alsoused by the demat holders for voting forresolutions of any other company on which theyare eligible to vote, provided that company optsfor e-voting through CDSL platform. It is stronglyrecommended not to share your password with

during normal business hours (11.00 am to 1.00 pm)on all working days except Saturdays, up to the dateof the Annual General Meetng of the Company.

16) Proxy holders are requested to carry valid ID proofsuch as PAN Card, Voter Card, Passport, DrivingLicence, Aadhar Card etc. along with the printedattendance slip.

17) Voting through electronic means :e- voting to enable the shareholders to cast theirvote electronically.

I. Pursuant to section 108 of the Companies Act, 2013and Rule 20 of the Companies (Management andAdministration) Rules, 2014, the Company is pleasedto provide its members the facility to exercise theirright to vote at the 44th Annual General Meeting (AGM)by electronic means. The business may be transactedthrough e-voting services provided by CentralDepository Services Limited (CDSL). The Companyhas signed an agreement with CDSL for e-votingfacility -

The instructions for e- voting are as under:The voting period begins on 20th September, 2017 at10.00 A.M and ends on 22nd September, 2017 at5.00 P.M. During this period shareholders of theCompany holding shares either in physical form or indematerialized form, as on the cut-off date 16thSeptember, 2017, may cast their vote electronically.The e-voting module shall be disabled by CDSL forvoting thereafter. The facility for voting through ballotpaper shall be made available at the Annual GeneralMeeting and the members as on the “cut off date” i.e.16th September, 2017, attending the meeting whohave not cast their vote by remote e-voting shall beable to exercise their right to vote at the meetingthrough ballot paper.

In Case of members receiving e-mails:

(i) The shareholders should log on to the e-votingwebsite www.evotingindia.com during the votingperiod.

(ii) Click on “Shareholders” tab.

(iii) Now, select the “Terai Tea Co Ltd” from the dropdown menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8Digits Client ID,

c. Members holding shares in Physical Formshould enter Folio Number registered withthe Company.

(v) Next enter the Image Verification as displayedand Click on Login.

http://www.evotingindia.com

http://www.evotingindia.com


Notice (Contd.)

approval of the accounts they would be ableto cast their vote.

• They should upload a scanned copy of theBoard Resolution and Power of Attorney(POA) which they have issued in favour ofthe Custodian, if any, in PDF format in thesystem for the scrutinizer to verify the same.In his mail ID : [email protected]

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvii)above to cast vote.

(B) The voting period begins on Wednesday, the 20thSeptember, 2017 from 10.00A.M (IST) and ends onFriday, 22nd September, 2017 at 5.00 P.M (IST).During this period shareholders’ of the Company,holding shares either in physical form or indematerialized form, as on the cut-off date (recorddate) of 16th September, 2017, may cast their voteelectronically. The e-voting module shall be disabledby CDSL for voting thereafter.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions(“FAQs”) and e-voting manual available atwww.evotingindia.co.in under help section or write anemail to [email protected]

18. The shareholders shall have one vote per equity shareheld by them as on the cut-off date, i.e., 16thSeptember, 2017. The facility of e-voting would beprovided once for every folio/client id, irrespective ofthe number of joint holders.

19. Shri Mohan Ram Goenka, Practicing CompanySecretary, (FCS-4515) of MR Associates, CompanySecretaries, Kolkata has been appointed as theScrutinizer to scrutinize the e- voting process in a fairand transparent manner. The scrutinizer shall withina period not exceeding three(3) working days fromthe conclusion of the e-voting period unblocks thevotes in the presence of at least two(2) witness not inthe employment and make a Scrutinizer’s Report ofthe votes cast in favour or against, if any, forthwith tothe Chairman of the Company.

20. The results shall be declared on or after the AGM,but not later than three days from the conclusion ofthe date of the AGM. The results declared alongwiththe Scrutinizer’s Report shall be placed on the websiteof CDSL within and will be communicated to the StockExchange where the Company’s Shares are listed.

21. In case of any queries/grievances relating to e-votingprocess, the Members may contact Mr, AgrhyaMajumder, Central Depository Services Limited, 22,Camac Street, Block A, 1st Floor, Kolkata-16, at e-mail ID: [email protected], at Toll

any other person and take utmost care to keepyour password confidential.

(x) For Members holding shares in physical form,the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on the EVSN for the relevant “Terai Tea Co.Ltd”. on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES orNO as desired. The option YES implies that youassent to the Resolution and option NO impliesthat you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if youwish to view the entire Resolution details.

(xiv) After selecting the resolution you have decidedto vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirm yourvote, click on “OK”, else to change your vote,click on “CANCEL” and accordingly modify yourvote.

(xv) Once you “CONFIRM” your vote on the resolution,you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done byyou by clicking on “Click here to print” option onthe Voting page.

(xvii) If Demat account holder has forgotten thechanged password then Enter the User ID andthe image verification code and click on ForgotPassword & enter the details as prompted bythe system.

(xviii) Note for Institutional Shareholders

• Institutional shareholders (i.e. other thanIndividuals, HUF, NRI etc.) are required tolog on to https://www.evotingindia.co.in andregister themselves as Corporates.

• They should submit a scanned copy of theRegistration Form bearing the stamp andsign of the entity to [email protected].

• After receiving the login details they have tocreate a compliance user using the adminlogin and password. The Compliance userwould be able to link the account(s) for whichthe wish to vote on.

• The list of accounts should be mailed [email protected] and on


http://www.evotingindia.co.in



https://www.evotingindia.co.in



Free No. 1800-200-5533 who will address thegrievances connected with the electronic voting.Members way also write to the Company Secretaryat [email protected] or Registered Office address.

I. STATEMENT PURSUANT TO SECTION 102 (1) OFTHE COMPANIES ACT, 2013.

Item No. 4In pursuance of section 148 of the Companies Act, 2013and Rule 14 of the Companies (Audit and Auditors) Rules,2014, the Board shall appoint an individual who is a CostAccountant in practice on the recommendations of theAudit Committee, which shall also recommendedremuneration for such Cost Auditors. The Remunerationsrecommended by Audit Committee shall be consideredand approved by the Board of Directors and ratified by theshareholders.

On recommendation of Audit Committee and its meetingheld on 30th day of May, 2017, the Board has consideredand approved appointment of Mr. Debabroto Banerjee, CostAccountant, for conducting the Cost Audit of the Companyat a remuneration of ` 10,000/- plus GST applicable andreimbursement of actual travel and out of pocket expensesfor the financial year ended March 31, 2018.

The Resolution at Items No. 4 of the notice is set out asan Ordinary Resolution for approval and ratification by themembers in term of section 148 of the Companies Act,2013.

None of the Directors or Key Managerial Personnel or theirrelatives is concerned or interested in the Resolutionmentioned at item No. 4 in the notice.

Item No. 5The Members of the Company had, at its Extra OrdinaryGeneral Meeting of the Company held on 21st November,1995 approved by means of an Ordinary Resolution, thelimits for authorising the Board of Directors of the Companyfor making investments in Shares, Debentures, Securitiesof the other bodies corporate and/or various Schemes ofMutual Funds and/or other funds, to give loans to anyother body corporate, to give any other guarantee and/orprovide any other security, in connection with a loan madeby any other person to, or to any other person by, anybody corporate including providing security, under section372A of the Companies Act, 1956.

Under the provisions of Section 186 of the Companies Act2013, the above powers can be exercised by the Boardwith the consent of the shareholders obtained by a SpecialResolution. As such, it is necessary to obtain fresh approvalof the shareholders by means of a Special Resolution, forthe authorizing the Board to exercise aforesaid powers, inexcess of 60% of the paid up Share Capital and FreeReserves and Securities Premium of the Company or 100%of Free Reserves and Securities Premium of the Companywhichever is more, as prescribed under Section 186 of theCompanies Act, 2013 from time to time, in one or moretranches, up to maximum limit of ` 150 Croresnotwithstanding that investments along with Company’sexisting loans or guarantee / security or investments shallbe in excess of the limits prescribed under Section 186 orupto the limits so prescribed under Section 186, whicheveris higher.

The Board recommends the Resolution as set out at itemno. 5 of the Notice as a Special Resolution, for approval ofthe Members.

None of the Directors or Key Managerial Personnel or theirrelatives are in any way concerned/ interested in the aboveresolution.


Registered Office: Sd/-10,Government Place (East) Roshan DaveKolkata – 700 069 Company SecretaryDated, 18th August, 2017 ACS - 27185



DETAILS OF THE DIRECTOR SEEKING APPOINTMENT / REAPPOINTMENT IN THE 44th ANNUAL GENERAL MEETING(Pursuant to Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Secretarial Standard-2)

Name of Director Mr. Rajendra KanodiaDIN 00175574Date of Birth / Age 20th February, 1957Qualification Commerce GraduateDate of first Appointment on the Board of the Company 28/ 01/1987Terms and Conditions of Appointment As per Letter of AppointmentBrief resume of Director He Completed his Graduation in Commerce from Calcutta

University. He has more than 30 years experience in TeaPlantation Marketing business and Financial Business.

Nature of Expertise in Specific Functional Areas Financial Matters, Administration Matters andMarketing Matters

The Remuneration last drawn, if applicable Basic Salary : `. 6.00 Lacs p.a.List of Other Public Companies in which Directorship a) Terai Infrastructures Ltd.held (excluding in Foreign Companies) b) East Indian Produce Ltd.

c) Terai Tea Resorts Ltd.d) New Darjeeling Union Tea Co. Ltd.e) Sayedabad Tea Co. Ltd.f) The Kharibari Tea Co. Ltd.

List of other listed entities in which Directorship held NILChairman / Member of the Committees of the Board of NoneDirectors of Other Companies in which he is a Director(excluding in Foreign Companies)Chairman/ Member of the Committees of the Board of NILDirectors in Other Listed CompaniesDisclosure of relationship between Directors inter-se and Mr. Rajendra Kanodia is not related to any other DirectorsKey Managerial Personnel on the Board and Key Managerial Personnel in terms of

the definition of “Relative” under the Companies Act, 2013.Details of Shareholding, if any in the Company 14,700 shares of `.10/-The number of Meetings of the Board attended during the Mr. Rajendra Kanodia attended 12 Board Meetings out offinancial year total 12 Board Meetings held during the year.

Notice (Contd.)

Road Map to the Venue of 44th AGM of “Terai Tea Co. Ltd.”

TERAI TEA COMPANY LTD.10, Goverment Place (East)1st Floor, Kolkata - 700 069


Directors’ ReportFor the year ended 31st March, 2017

Dear Shareholders,The Board of Directors of your Company have pleasure in presenting their 44th Annual Report on the business andoperations of the Company together with Audited Financial Statement for the year ended 31st March, 2017.

1. CORPORATE OVERVIEWTerai Tea Company Ltd. (‘Your Company’) is a leading Tea Manufacturing Company of North Bengal. The Group hasits Corporate Head Quarters at Siliguri, Sevoke Road, West Bengal.

2. REVIEW OF PERFORMANCE (` In lacs)

STANDALONE CONSOLIDATEDParticulars

2016-17 2015-16 2016-17 2015-16

Gross Revenue 12,962.05 8,980.54 12,962.05 8,980.54

Other Income 78.17 71.85 78.17 71.85

Profit /(Loss)before Depreciation,Financial Cost and Tax 649.63 672.17 649.63 672.17

Less: Financial Cost 387.50 398.40 387.50 398.40

Profit/(Loss) before Depreciation 262.13 273.77 262.13 273.77

Less: Depreciation 160.71 184.84 160.71 184.84

Profit/(Loss)before Taxation 101.42 88.93 101.42 88.93

Less: Taxation

a) Current Tax Expenses 21.48 25.00 21.48 25.00

b) Current Tax Expenses Relating to Prior Year 2.50 –– 2.50 ––

c) Deferred Tax (4.92) (44.40) (4.92) (44.40)

Profit after Taxation 82.36 108.33 82.36 108.33

Add: Share of Profit in Associate Company –– –– 79.85 19.52

Profit for the Year 82.36 108.33 162.21 127.85

Balance Brought Forward 1,378.94 1,270.61 1,378.94 1,270.61

Surplus/ (Deficit) Carried to Balance Sheet 1,461.43 1,378.94 1,461.42 1,378.94

Basic and Diluted Earning Per Share 1.20 1.57 2.36 1.86

During the year under review, the production ofsaleable tea was 61.98 lacs kgs of teas as comparedto 51.66 lacs kgs. in the previous year. The Companycould have achieved better production. Your companycontinued to focus on making quality teas which isvisible in our price realization was ` 101.55 per kg.against realization of ̀ 88.67 per kg in previous year.It is worthwhile to mention that the average realizationshows our commitment to make good quality teas.Your Company’s focus to produce quality teas wasgiven further impetus and our tea continued tocommand a premium in the domestic market.

3. PERFORMANCE REVIEW

Operation Review

India’s tea production grew by 1.41 per cent to1,250.49 million Kg in 2016-17 as against 1,233.14million Kg in the previous year. The tea productionhas reached highest ever in Indian Tea Industry.

The production in north India rose by 34.55 millionKgs an increase of 3.43 per cent of which West Bengalis a major contributor.


Directors’ Report (Contd.)Modernization and upgradation program so far ourmanufacturing units have remained an areas of priorityto improve the process of tea manufacture andproduce better tea. Introduction of efficient machineryand infrastructure is your Company’s priority and usefulsteps were taken in this direction.Pest activities was matter of concern in every TeaEstate and your Company new strictly following theTea Boards “Plant Production Code” with restrictedchoice of Chemicals for effective pest managementeffort to control pest infestation were largelysuccessful.We have applied for Trustea Certificate for all of ourTea Estate and Tea Factories. Your Company is takingfull advantage of various subsidies provided by TeaBoard of India.Minimum wages has been contemplated by theCentral/State Government which could be detrimentalfor the Tea Industry as it is expected to escalate thewages & salaries to abnormally high level. In additionto that the cost of other inputs, increase in pest activityand irrigation cost will put additional cost burden tothe Indian Tea Companies. All these cost factors areexpected to dent the profitability of Tea Companiesto a major extent.Financial ReviewStandalone Financial PerformanceDuring the current financial year your company’sturnover has grown to ` 12,962 lacs as against` 8,980 lacs in the previous year. The company hasachieved better profit before tax during the currentfinancial year of ` 101.42 lacs as against ` 88.93lacs in the previous year, Your Directors are glad toinform you that during the current financial year underreview your company has ventured into non coreactivities and trading of various merchandise viz Sugar,Fabrics and Cotton Yarn etc purchases from Millsowners and sell to various whole sellers situated indifferent areas of Kolkata and various other places inWest Bengal which has substantially contributed togrowth of the company.Consolidated Financial PerformanceAssociates Companies :East Indian Produce Ltd.The Company is engaged in the manufacturing andselling of Tea. During the FY 2017 the Gross Revenueof the Company stood at ̀ 865.41 lacs (Previous year` 916.41 lacs). The Company reported a profit aftertax of ` 20.57 lacs during FY 2017 (Previous year `18.99 lacs)New Darjeeling Union Tea Co. Ltd.The Company is engaged in the manufacturing andselling of Tea. During the FY 2017 the Gross Revenueof the Company stood at ̀ 892.53 lacs (Previous year

` 795.36 lacs). The Company reported a profit aftertax of ` 37.24 lacs during FY 2017 (Previous year` 25.02 lacs)Sayedabad Tea Co. Ltd.The Company is engaged in the manufacturing andselling of Tea. During the FY 2017 the Gross Revenueof the Company stood at ` 2211.03 lacs (Previousyear ̀ 1860.56 lacs). The Company reported a profitafter tax of ` 35.93 lacs during FY 2017 (Previousyear ` 21.40 lacs).Jaldacca Tea Plantations Pvt.Ltd.The Company is engaged in the manufacturing andselling of Tea. During the FY 2017 the Gross Revenueof the Company stood at ̀ 681.84 lacs (Previous year` 586.67 lacs). The Company reported a profit after taxof ` 22.49 lacs during FY 2017 (Previous year ` 1.02lacs).Abhijit Tea Company Private Ltd.The Company is engaged in the manufacturing andselling of Tea. During the FY 2017 the Gross Revenueof the Company stood at ̀ 952.30 lacs (Previous year` 1,055.81 lacs). The Company reported a profit aftertax of ̀ (83.78) lacs during FY 2017 (Previous year ̀(62.09) lacs).The Kharibari Tea Company Ltd.The Company is engaged in the manufacturing andselling of Tea. During the FY 2017 the Gross Revenueof the Company stood at ̀ 845.70 lacs (Previous year` 702.03 lacs). The Company reported a profit aftertax of ̀ 15.14 lacs during FY 2017 (Previous year ̀35.16 lacs).Amit Paridhan Pvt.Ltd.The Company is engaged in the Processing andDyeing of fabric. During the FY 2017 the GrossRevenue of the Company stood at ` 1,852.39 lacs(Previous year ` 1,626.67 lacs). The Companyreported a profit after tax of ` 28.19 lacs during FY2017 (Previous year ̀ 19.58 lacs).Terai Dooars Tea Company Pvt. Ltd.The Company is engaged in the manufacturing andselling of Tea. During the FY 2017 the Gross Revenueof the Company stood at ` 1308.10 lacs (Previousyear ` 873.86 lacs). The Company reported a profitafter tax of ` 23.89 lacs during FY 2017 (Previousyear ` (14.49) lacs).Terai Infrastructures Ltd.The Company’s is main objective is to deal in realestate business. During the FY 2017 the GrossRevenue of the Company stood at ` 30.93 lacs(Previous year ̀ 2.15 lacs). The Company reported aprofit after tax of ̀ 0.61 lacs during FY 2017 (Previousyear ` 0.10 lacs).


Terai Ispat & Trading Pvt. Ltd.

The Company is engaged in the trading of variousmerchandise. During the FY 2017 the Gross Revenueof the Company stood at ̀ 18,803.15 lacs (Previousyear ̀ 18,189.82 lacs). The Company reported a profitafter tax of ` 42.85 lacs during FY 2017 (Previousyear ` 29.65 lacs).

Terai Overseas Pvt. Ltd.

The Company is engaged in the business of importand export business and trading of variousmerchandise. During the FY 2017 the Gross Revenueof the Company stood at ̀ 20,138.16 lacs (Previousyear ̀ 15,301.11 lacs). The Company reported a profitafter tax of ` 38.12 lacs during FY 2017 (Previousyear ` 29.34 lacs).

Others Review

The matter against of acquision of land by DefenceDepartment in the year 1962 is pending before thesole arbitrator appointed by the Hon’ble High CourtCalcutta and arbitration proceedings are still inprogress and the Company is hopeful of favourableoutcome in the current financial year.

The Company has obtained orders on the StateGovernment from High Court Calcutta to determineand discuss the compensation of Land under Rightto Fare compensation and Transparency in LandAcquisition, Rehabilitation and Transparency Act,2013, for the Land acquired on behalf of AirportAuthority of India and also for Defence of India. YourCompany is to get substantial compensation in thisregard.

4. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of theCompany are prepared in accordance with relevantProvision of Companies Act, 2013 and guidline issuedby the Institute of Chartered Accountants of India andforms 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 featuresof the financial statements of Subsidiaries/AssociateCompanies/Joint Ventures is given in Form AOC-1and forms an integral part of this Report.

5. DHARANIPUR TEA ESTATE

The Company had purchased Dharanipur Tea Estatefrom its erstwhile owner Sri Dhirendra Nath Bhowmickand others in the year 1991 and also took thepossession of tea estate. However the deed ofconveyance was cancelled by Hon’ble Supreme Courtof India and the matter was reverted back to Hon’bleCalcutta High Court for adjudication at the instance

of a person and a Company who claimed title ofDharanipur Tea Estate. The legal heirs of LateDhirendra Nath Bhowmick has now won in their suitas against the said property. Our Company whoobtained title of Dharanipur Tea Estate by way of saledeed from Mr. Dhirendra Nath Bhowmick is nowhopeful 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 theState Government of West Bengal for issuing the leasedeed for Dharanipur Tea Estate in favour of theCompany and revert for same is pending before theGovt. of West Bengal. The Company is hopeful to getthe possession of the Dharnipur Tea Estate veryshortly.

6. TEA TOURISM PROJECT

In terms of policy of the State Government, the Com-pany has submitted its proposal for establishing aResort in 5 acres of vacant land at Bagdogra TeaEstate. The State Government has sanctioned theproposal of the Company in its screening committeemeeting held on 5th July, 2016. However, your Com-pany is still waiting for the sanction letter which mustbe available in current financial year.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company asat 31st March, 2017 was ` 6,90,29,250 divided into68,79,300 Equity Shares of ̀ 10 each and including` 2,36,250 received on amount forfeited shares. Therehas not been any changes in the Equity Share Capitalof the Company during the Financial Year ended 31stMarch, 2017. During the year under review, theCompany has neither issued shares with differentialvoting rights nor issued sweat equity or granted stockoptions or sweat equity.

8. DIRECTORS

Since the last Report there has been no change inthe Board of Directors. In accordance with theprovisions of the Articles of Association of theCompany read with section 152 of Companies Act,2013, Mr. Rajendra Kanodia (DIN : 00175574) will retireby rotation at forthcoming Annual General Meetingand being eligible, offers himself for re-appointment.The Board recommends his re-appointment.

All the Directors of the Company have confirmed thatthey are not disqualified from being appointed asdirectors in terms of section 164 of the CompaniesAct, 2013.

9. DECLARATION BY INDEPENDENT DIRECTORS

Shri Jayantakumar Natwarlal Raja (DIN. 06884343),Shri Milan Krisna Sarkar (DIN. 05272885) and ShriHemant Kumar Agarwal (DIN. 02308200) are

Directors’ Report (Contd.)



Independent Directors on the Board of the Company.The Company has received declaration from all theIndependent Directors of the Company confirming thatthey meet the criteria as stipulated in section 149(6)Companies Act, 2013.

10. KEY MANAGERIAL PERSONNELDuring the year, the Company had three KeyManagerial Personnel, being Mr. Ajit Kumar Agarwala,Managing Director and Mr. Rajendra Kanodia, CFO& Mr. Roshan Dave, Company Secretary of theCompany, as per provisions of Section 203 underCompanies Act, 2013. No appointment/ resignationof KMPs were made during the year.

11. COMPANY’S POLICY ON DIRECTOR’SAPPOINTMENT AND REMUNERATIONPursuant to provisions of Section 178 of CompaniesAct, 2013 and pursuant to Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2016, the Board of Directors of theCompany, based on the recommendation of theNomination and Remuneration Committee, hasformulated a Remuneration Policy.

The criteria for identification of the Board Memberincluding that for determining the qualification, positiveattributes, independence etc. are summarily givenhereunder

a) The Board Members shall possess appropriateskills, qualif ication, characteristics andexperience. The objective is to have a Board withdiverse background and experience in business,government, academics, technology, humanresources, social responsibilities, finance, lawetc. and in such other area as may be consideredrelevant or desirable to conduct the Company’sbusiness in a holistic manner.

b) Independent directors shall be persons of integrityand possess expertise and experience and/orsomeone who the Committee/Board believescould contribute to the growth/philosophy/strategy of the Company.

c) In evaluating the suitability of Individual BoardMembers, the Committee takes into accountmany factors, including General Understandingof the Company’s business dynamics, Globalbusiness, Social Perspective, Educational andProfessional Background and PersonalAchievements.

d) Directors should possess high level of personaland professional ethics, integrity and values.Each should be able to balance the legitimateinterest and concerns of all the Company’sstakeholders in arriving at decisions, rather than

advancing the interests of a particularconstituency.

e) Directors must be willing to devote sufficient timeand energy in carrying out their duties andresponsibilities effectively. They must have theaptitude to critically evaluate management’sworking as part of a team in an environment ofcollegiality and trust.

f) The Committee evaluates each individual with theobjective of having a group that best enables thesuccess of the Company’s business and achieveits objectives.

12. EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the financial yearended on March 31, 2017 in Form MGT-9 as requiredunder section 92(3) of the Companies Act, 2013 readwith Rule 12(1) of the Companies (Management &Administration) rules 2014, is set out as an“Annexure B” to the Directors’ Report.

13. DETAILS RELATING TO REMUNERATION OFDIRECTORS, KEY MANAGERAILA PERSONNELAND EMPLOYEES

Disclosure pertaining to remuneration and otherdetails as required under Section 197(12) of theCompanies Act, 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is marked asAnnexure – D which is annexed hereto and formspart of the Directors’ Report.

14. DIVIDEND

Considering the financial requirements towards thefunding of the ongoing expansion plan, which webelieve will enhance the shareholder’s value in thelong term, no dividend is recommended by theDirectors of your company for the year ended 31stMarch, 2017.

15. TRANSFER TO RESERVE

No amount is proposed to be transfered to GeneralReserve.

16. DEPOSITS

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

17. AUDITORS

STATUTORY AUDITORS

Pursuant to the provision of section 139 of theCompanies Act, 2013,and Rules made thereunder theterm of office of Messrs P.K Shah & Co. CharteredAccountants ,as the statutory Auditors of the



Company will conclude from the close of ensuingAnnual General Meeting of the Company.

The Board of Directors places on record itsappreciation to the services rendered by Messrs P.K.Shah & Company as the Statutory Auditors of theCompany.

Subject to the approval of the Members, the Board ofDirectors of the Company has recommended theappointment of M/s. Saha & Majumder, CharteredAccountants, Siliguri (ICAI Firm Registration No.303087E) the Statutory Auditors of the Companypursuant to Section 139 of the Companies Act, 2013.Accordingly, the Board recommends the resolutionin relation to appointment of Statutory Auditors ,forthe approval by the shareholders of the Company.SECRETARIAL AUDIT REPORTPursuant to the provisions of Section 204 of theCompanies Act, 2013 and The Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company has appointedMr. Mohan Ram Goenka a partner of M/s. MR &Associates, 46, B. B. Ganguly Street, Kolkata-700012, a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. TheSecretarial Auditor has submitted an un-qualifiedSecretarial Audit Report for the Financial year2016-17. The Report of the Secretarial Audit isannexed herewith as “Annexure C”.COST AUDITPursuant to Section 148 of the Companies Act, 2013,read with the Companies (Cost Records and Audit)Rules, 2014 the Board of Directors on therecommendation of the Audit Committee appointedShri Debabroto Banerjee, Cost Accountant, Kolkata,as the Cost Auditor of the Company for the year underreview relating to manufacturing activities by theCompany. The remuneration proposed to be paid tothe Cost Auditor requires ratification of the shareholdersof the Company. In view of this, your ratification forpayment of remuneration to the Cost Auditor is beingsought at the ensuring Annual General Meeting.Shri Debabroto Banerjee has confirmed that hisappointment is within the limits of Section 139 of theCompanies Act, 2013 and has certified that he is freefrom any disqualifications specified under Section148(5) and all other applicable provisions of theCompanies Act, 2013.The Audit Committee has also received a Certificatefrom the Cost Auditor certifying his independence andarm’s length relationship with the Company.The Company submits its Cost Audit Report with theMinistry of Corporate Affairs within the stipulated timeperiod.

18. AUDITORS’ OBSERVATIONS, AUDITOR’S REPORT

The notes to the Accounts referred to in the Auditors’Report are self-explanatory and therefore do not callfor any further comments. The Statutory AuditorP.K.Shah & Co., has submitted an Un-qualified AuditReport for the financial year 2016-17.

19. FINANCE

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

20. CREDIT RATING

The Company continues to have the domestic creditrating of BBB -/stable from India Rating which meanssufficient safety with regard to timely payment offinancial obligations.

21. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the CompaniesAct, 2013 your Directors state that

a) In the preparation of the annual accounts for theyear ended 31st March, 2017, the applicableaccounting standards have been followed withproper explanation relating to material departures,if any;

b) The accounting policies adopted in the preparationof the annual accounts have been appliedconsistently except as otherwise stated in theNotes to Financial Statements and reasonableand prudent judgments and estimates have beenmade so as to give a true and fair view of thestate of affairs of the Company at the end of theFinancial Year 2016-17 and of the profit for theyear ended 31st March, 2017;

c) Proper and sufficient care has been taken forthe maintenance of adequate accounting recordsin accordance with the provisions of theCompanies Act, 2013, for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;

d) The annual accounts for the year ended 31stMarch, 2017, have been prepared on a goingconcern basis.

e) That proper internal financial control was in placeand that the financial controls were adequate andwere operating effectively.

f) That system to ensure compliance with theprovisions of all applicable laws was in place andwere adequate and operating effectively.



22. INSURANCEAdequate insurance cover has been taken for propertiesof the Company including Buildings, Plant andMachineries and Stocks against fire, and other risksas considered necessary.

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIESPursuant 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 ofthe Financial Statement of a Company’s subsidiaryor subsidiaries (including Associates & Joint Venture)is given in AOC-I as “Annexure-E”.

24. INTERNAL CONTROL SYSTEMS AND AUDITResponsibility for the Internal Control system lies withthe Board of Directors as a whole, which establishespolicies and periodically verifies its adequacy andeffective functioning. The internal control system isfirst of all a “management” tool, in that it is useful andnecessary for the Board of Directors, ExecutiveDirectors and managers in general for correctly andeffectively performing the tasks assigned them. Theinternal control system permits monitoring ofcompliance with the rules and procedures governingperformance of all the Company’s business activities.

Your Directors had laid down internal financial controlsto be followed by the company and that such internalfinancial controls are adequate and were operatingeffectively. The Systems have been laid to ensure thatall transactions are executed in accordance withmanagement’s general and specific authorization. Noassets of the Company are allowed to be used forpersonal purposes, except in accordance with termsof employment or except as specifically permitted.

Your Company has appointed an Internal Auditor asIndependent Auditor who directly reports to AuditCommittee of the Board. An Internal Auditor constantlyevaluates the risk management and Internal Controlsystem and also suggests the ways to improve thesame. The Report of the Internal Auditor facilitates totake corrective action in respective areas and therebystrengthens the controls.

25. PARTICULARS OF EMPLOYEESThe prescribed particulars of remuneration ofemployees pursuant to Section 134(3)(q) and Section197(12) read with Rule 5 of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, are set out as Annexure‘D to the Director’s Report.

26. ENVIRONMENTThe Company is conscious of clean environment andsafety operations. It ensures safety of all concerned,

compliance with environmental regulations andpreservation of natural resources.

27. DISCLOSURE OF PARTICULARS WITH REGARDTO CONSERVATION OF ENERGY, TECHNOLOGYAND FOREIGN EXCHANGES AND OUTGO

The particulars as prescribed under sub-section (3)of the Section 134 of the Companies Act, 2013 readwith Rule 8(3) of the Companies (Accounts) Rules,2014, are given at “Annexure A” to the Directors’Report.

28. NUMBER OF MEETINGS OF BOARD OFDIRECTORS

The details of the number of meetings of the Boardheld during the financial year 2016-17 forms part ofthe Corporate Governance Report.

29. DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS /COURTS / TRIBUNALS

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

30. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013and the Listing Regulation 17 (10) of SEBI (ListingObligations and Disclosure Requirements) Regulation,2015, the Board has carried out an annual evaluationof its own performance, the Directors individually aswell as the evaluation of the working of variousCommittees. The Independent Directors also carriedout the evaluation of the Chairman and the Non-Independent Directors, the details of which arecovered in the Corporate Governance Report.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of theCompanies Act, 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements)Regulation, 2015, the Company has framed a VigilMechanism/Whistle Blower Policy to deal withunethical behaviour, actual or suspected fraud orviolation of the company’s code of conduct or ethicspolicy, if any. The Vigil Mechanism/Whistle BlowerPolicy has also been uploaded on the website of theCompany www.teraigroup.com

32. DISCLOSURES UNDER SEXUAL HARASSMENTOF WOMEN AT WORK PLACE

Your Company is committed to provide and promotesafe, healthy and congenial atmosphere irrespectiveof gender, caste, creed or social class of theemployees. Your company has put in place a “Policyon Prevention of Sexual Harassment” as per the




Sexual Harassment of women at workplace(Prevention, Prohibition and Redressal)Act, 2013. Thesaid policy is available on your Company’s websitewww.teraigroup.com and a link to the said policy hasbeen provided. No cases have been filed under theact as the company is keeping the workingenvironment healthy.

33. POLICY ON MATERIALITY OF AND DEALING WITHTHE RELATED TRANSACTIONS

The Company’s Policy on Materiality of and Dealingwith Related Party Transactions’ was reviewed andrevised on 30th May, 2017 to bring it in conformitywith the Listing Regulations. The said policy may bereferred to at the Company’s website at :www.teraigroup.com

34. OTHER POLICIES

Pursuant to the requirement of Listing Regulations,the Board of Directors has adopted a Policy forPreservation of Documents, Archival Policy and Policyfor determining Materiality of Events/ Information. Thesaid policy may be referred to at the Company’swebsite at www.teraigroup.com

35. 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 theircomposition, number of meetings and attendance atthe meetings are provided in the CorporateGovernance Report.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)COMMITTEE

During the year the company has not come underthe purview to form Corporate Social ResponsibilityCommittee pursuant to section 134 of the CompaniesAct and Companies (Corporate Social Responsibility)Rules 2014, but Your Company has continued to payits role as a responsible corporate, adding value toSociety, and addressing the contemporary societalneeds and challenges. The Company continues tosupport the “Amit Agarwala Foundation”, a PublicCharitable Trust with a vision of creating permanentinstitutes for use by the needy masses in the field ofeducation, medical facilities, and other public utilitiesand to provide quality services in all such institutes inaffordable cost. The following projects are runningsucessfully :-

a) “Shree Shree Mahamaya Kalibari NaatMandir, Desbandhu Para” opposite Amit

Agarwala Bang Bhawan. This was inauguratedon 13th Sept.2016.

b) Constructed first “school for blinds” in NorthKolkata, i,e “Amit Agarwala School for Blind”to provide the sphere of education and otheractivities to blind boys and girls free of cost. Thiswas inaugurated by Ex-Governor of West Bengal,Shri M.K.Narayanan on 27th day of January,2013.

c) “Amit Agarwala Smrity Bhawan” amultipurpose facility which provides variousfacilities for attendants of patients admitted atNorth Bengal Medical College & Hospital. Thesame provides accommodation and food toattendants of such patients at a reasonable coston per day basis.

d) “Amit Agarwala Bang Bhawan” havingconstructed area 17000 sq. ft. approx. TheBhawan has multifarious facilities for theresidents of the under privileged society ofSiliguri. It is located in the heart of Siliguri Town.This was inaugurated by Shri Pranab Mukherjeethe then Ex-Finance Minister of India and Ex-President of India on 13th September, 2011.

e) “Amit Agarwala Old Age Recreation Centre”which provided facilities to the weaker and underprivileged citizens of the city of Siliguri and entireNorth Bengal.There is a library and a readingroom basically to provide a meeting Place forelderly persons, who meet, enjoy company ofeach other reading news paper and books etc.There are other charitable units namely “AmitAgarwala Tennis Academy” also in the saidcentre apart from vocational training.

f) A “Vedic Educational Institute” at Bagdograon the banks of changa river is being setup forgiving Vedic education and allied research of thehighest standards for the welfare of the society.

37. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct forPrevention of Insider Trading with a view to regulatetrading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares bythe Directors and the designated employees while inpossession of unpublished price sensitive informationin relation to the Company and during the period whenthe Trading Window is closed. The Board isresponsible for implementation of the Code.

The Board of Directors and the designated employeeshave confirmed compliance with the Code. The policy






Registered Office :10,Government Place (East) Sd/-Kolkata – 700 069 Ajit Kumar AgarwalaDated, 18th day of August, 2017 Managing Director

DIN : 00265775


on Prevention of Insider Trading as approved by theBoard is uploaded on the Co’s websitewww.teraigroup.com

38. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions enteredby the Company during the financial year with relatedparties were in the ordinary course of business andon an arm’s length basis. During the year, theCompany had not entered into any contract /arrangement / transaction with related parties whichcould be considered material in accordance with thepolicy of the Company on materiality of related partytransactions.

Your Directors draw attention of the members to Note28 (ii) to the Notes on Accounts to the FinancialStatement which sets out related party disclosures.

All Related Party Transactions are placed before theAudit Committee for approval. Prior omnibus approvalof the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibusapproval so granted along with a statement givingdetails of all related party transactions is placed beforethe Audit Committee.

The policy on Related Party Transactions as approvedby the Board is uploaded on the Company’s websitewww.teraigroup.com.

39. RISK MANAGEMENT

The Company has laid down the procedures to informto the Board about the risk assessment andminimization procedures, which shall be responsiblefor framing, implementing and monitoring the riskmanagement plan of the company.

40. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investment coveredunder the provision of section 186 of the CompaniesAct, 2013 is given in the Financial Statement formingpart of the Annual Report.

41. REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 34 (3) and Schedule Vof the SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015, a Report onCorporate Governance together with PractisingCompany Secretary Certificate regarding Complianceof Conditions of Corporate Governance are attachedas “Annexure- F”, forming parts of this report.

42. MANAGEMENT DISCUSSION & ANALYSISREPORT

In accordance with Regulation 34 and Schedule V ofthe SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015 a ManagementDiscussion and Analysis Report is attached as“Annexure-G” forming part of this report.

43. APPRECIATION

The Board of Directors take this opportunity toexpress their sincere appreciation for the excellentsupport and co-ordination received from Banks, andTea Board authorities for continued enthusiasm, totalcommitment, dedication and efforts of the executivesand employees of the Company at all levels, whocontributed to the efficient operation and managementof the Company. We are also deeply grateful for thecontinued confidence and faith reposed on us by theshareholders.




Annexure “A” to the Directors’ ReportThe Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, in the manner as prescribed inRule 8(3) of the Companies (Accounts) Rules, 2014 (Chapter IX)A. CONSERVATION OF ENERGYa) Energy Conservation Measures Taken:

- Stove tubes of the Coal Fired Heaters are cleaned on regular basis.- Nozzles and Fuels Injectors are cleaned regularly.- Bearings and Machines are checked and greased regularly.- Fuel Filters and Mobil Filters are replaced regularly.

B. TECHNOLOGY ABSORPTIONTrials were carried out on pruning cycles, growth regulators, optimal fertilizer use etc. The Company is adopting thegeneral expert advices published by TRA.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (̀ in Lacs)Sales (FOB Value) : NIL (NIL)Expenditure (Others) : ` 8.84 (NIL)With respect to Conservation of Energy are given in Form-A as attached.

Form-A

Form for Disclosure of Particulars with respect to Conservation of Energy :

CURRENT YEAR PREVIOUS YEAR31st March, 2017 31st March, 2016

(I) POWER & FUEL CONSUMPTION

1. ELECTRICITYPurchased (units KWH) 60,32,745 49,45,328Total Amount (` in Lacs) 581.72 475.47Rates/ Unit ( `/ KWH) 9.64 9.61Own Generation (Unit KWH) 6,000 1,994

2. COALQuantity (Tonnes) 4,755 3,786Total Amount (` in Lacs) 395.99 328.05Average Rate (`/ Tonne) 8,328.53 8,665.35

3. FURNACE OIL/ H.S.D.Quantity (Ltrs) 89,142 87,245Total Amount (` in Lacs) 48.45 47.36Average Rate (`/ Ltr) 54.35 54.28

(II) CONSUMPTION PER UNIT OF PRODUCTIONPRODUCT- TEA (Per Quintal) 61,980.12 51,656.48Electricity (KWH/Qtls.) 97.33 95.73Coal (Qtls./ Qtls.) 0.77 0.73Furnace Oil/ H.S.D. (Ltr./ Qtls.) 1.44 1.69


Registered Office :10,Government Place (East) Sd/-Kolkata – 700 069 Ajit Kumar AgarwalaDated, 18th day of August, 2017 Managing Director

DIN : 00265775


Annexure “B” To Directors’ ReportForm No. MGT 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH, 2017[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2016]

I. REGISTRATION AND OTHER DETAILS :

i) CIN L51226WB1973PLC029009

ii) Registration Date 25/09/1973

iii) Name of the Company TERAI TEA COMPANY LTD

iv.) Category/ Sub-Category of the Company Company Limited By Shares/Indian Non-Government Company

v) Address of the Registered office and contact details 10,Government Place (East), 1st Floor, Kolkata (W.B) - 700069

vi) Whether listed Company Yes

vii) Name, Address and Contact details of Registrar and Maheshwari Datamatics Pvt. Ltd.Transfer Agent, if any 23, R.N. Mukherjee Road, 5th Floor, Kolkata- 700001

Tel : (033) 2248-2248 / 2343-5021 Fax : (033) 2248-4787E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. Name and Description of NIC Code of the % to total turnover No. main products / services Product/service of the company

1 Cultivation, Manufacturing and sale of Tea 01271, 10791 46.77%2 Wholesale Trading Business 6022 52.53%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

Sr. Name And Address CIN/GLN Holding/ % of shares ApplicableNo. of The Company Subsidiary/ held Section

Associate

1 East Indian Produce Ltd. U52226WB1976PLC030490 ASSOCIATE 43.80% 2(6)10,Government Place (East),1st Floor,Kolkata - 700069

2 Jaldacca Tea Plantations Pvt. Ltd. U15491WB1987PTC041815 ASSOCIATE 45.33% 2(6)10,Government Place (East),1st Floor,Kolkata - 700069

3 Abhijit Tea Co Pvt. Ltd. U01132WB1978PTC031590 ASSOCIATE 46.04% 2(6)10,Government Place (East),Kolkata - 700069

4 Terai Infrastructures Ltd. U45309WB2005PLC106062 ASSOCIATE 45.95% 2(6)10,Government Place (East),1st Floor,Kolkata - 700069

5 Terai Dooars Tea Co. Pvt. Ltd. U01132WB2003PTC096894 ASSOCIATE 47.73% 2(6)10,Government Place (East),1st Floor,Kolkata - 700069

6 Sayedabad Tea Co. Ltd. U01132WB1919PLC003439 ASSOCIATE 27.71% 2(6)10, Government Place (East),1st Floor,Kolkata - 700069

7 The Kharibari Tea Co. Ltd. U01132WB1916PLC002716 ASSOCIATE 48.47% 2(6)10,Government Place (East),1st Floor,Kolkata - 700069

8 Terai Overseas Pvt. Ltd. U51909WB1993PLC060946 ASSOCIATE 47.74% 2(6)10,Government Place (East),1st Floor,Kolkata - 700069



Annexure “B” To Directors’ Report (Contd.)Sr. Name And Address CIN/GLN Holding/ % of shares ApplicableNo. of The Company Subsidiary/ held Section

Associate9 Amit Paridhan Pvt. Ltd. U18109WB2009PTC138216 ASSOCIATE 36.08% 2(6)

10,Government Place (East),1st Floor,Kolkata - 700069

10 New Darjeeling Union U15491WB1923PLC004753 ASSOCIATE 48.59% 2(6)Tea Co. Ltd.10, Government Place(East),Kolkata-700069

11 Terai Financial Services Pvt. Ltd U65999WB1995PTC067437 ASSOCIATE 49.00% 2(6)10, Government Place (East),Kolkata-700069

12 Terai Ispat & Trading Pvt. Ltd U27201WB1989PLC047681 ASSOCIATE 49.00% 2(6)10, Government Place (East),Kolkata-700069

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholders No of Shares held at the beginning of No of Shares held at the end of % change the year [As on 01-04-2016] the year [As on 31-03-2017] during the

YearDemat Physical Total % of Total Demat Physical Total % of Total

Shares SharesA. Promoters

(1) Indiana) Individual/ HUF 44,75,600 –- 44,75,600 65.06 44,75,600 –- 44,75,600 65.06 ––b) Central Govt. –- –- –- –- –- –- –- –- –-c) State Govt(s) –- –- –- –- –- –- –- –- –-d) Bodies Corp. 6,27,500 –- 6,27,500 9.12 6,27,500 –- 6,27,500 9.12 –-e) Banks/Fi –- –- –- –- –- –- –- –- –-f) Any other –- –- –- –- –- –- –- –- –-Sub-Total (A)(1) 51,03,100 –- 51,03,100 74.18 51,03,100 –- 51,03,100 74.18 –-(2) Foreigna) NRIs - Individuals –- –- –- –- –- –- –- –- –-b) Other - Individuals –- –- –- –- –- –- –- –- –-c) Bodies Corp. –- –- –- –- –- –- –- –- –-d) Banks/FI –- –- –- –- –- –- –- –- –-e) Any other –- –- –- –- –- –- –- –- –-Sub-Total (A)(2) –- –- –- –- –- –- –- –- –-Total shareholding ofPromoter(A)=(A)(1)+(A)(2) 51,03,100 –- 51,03,100 74.18 51,03,100 –- 51,03,100 74.18 –-

B. Public Shareholding1. Institutionsa) Mutual Funds –- –- –- –- –- –- –- –- –-b) Banks/FI –- –- –- –- –- –- –- –- –-c)Central Govt –- –- –- –- –- –- –- –- –-d) State Govt(s) –- –- –- –- –- –- –- –- –-e) Venture Capital Funds –- –- –- –- –- –- –- –- –-f) Insurance Companies –- –- –- –- –- –- –- –- –-g) FIIs –- –- –- –- –- –- –- –- –-h) Foreign VentureCapital Funds –- –- –- –- –- –- –- –- –-i) Others (specify) –- –- –- –- –- –- –- –- –-Alternate Investment Funds –- –- –- –- –- –- –- –- –-Foreign Portfolio Investors –- –- –- –- –- –- –- –- –-Provident Funds/Pension Funds –- –- –- –- –- –- –- –- –-Qualified Foreign Investor –- –- –- –- –- –- –- –- –-Sub-Total(B)(1):- –- –- –- –- –- –- –- –- –-


Annexure “B” To Directors’ Report (Contd.)

ii) Shareholding of Promoters-

Shareholding at the beginning of the Shareholding at the end of theyear [As on 01-04-2016] year [As on 31-03-2017]

Sl Shareholder’s Name No. of % of total % of Shares No. of % of Shares % of Shares % change inNo Shares Shares of the Pledged / Shares Shares of the Pledged / share holding

Company encumbered Company encumbered during to total shares to total shares the year

1 Ajit Kumar Agarwala 25,76,800 37.46 –– 25,76,800 37.46 –– ––2 Shashikala Agarwala 18,98,800 27.60 –– 18,98,800 27.60 –– ––3 Abhijit Tea Co. (P) Ltd. 4,70,000 6.83 –– 4,70,000 6.83 –– ––4 Terai Financial Services (P) Ltd. 1,27,500 1.85 –– 1,27,500 1.85 –– ––5 Jaladacca Tea Plantations (P) Ltd. 30,000 0.44 –– 30,000 0.44 –– ––

TOTAL 51,03,100 74.18 –– 51,03,100 74.18 –– ––

i) Category-wise Share Holding (Contd.)Category of Shareholders No of Shares held at the beginning of No of Shares held at the end of % change

the year [As on 01-04-2016] the year [As on 31-03-2017] during theYear

Demat Physical Total % of Total Demat Physical Total % of TotalShares Shares

2. Non-Institutionsa) Bodies Corp.i) Indian 12,65,377 89,000 13,54,377 19.69 11,84,349 89,000 12,73,349 18.51 (5.98)ii) Overseas –– –– –– –– –– –– –– –– ––b) Individualsi) Individual shareholdersholding nominal sharecapital upto ` 1 lakh 3,30,644 71,592 4,02,236 5.85 3,25,387 69,487 3,94,874 5.74 (1.83)ii) Individual shareholdersholding nominal sharecapital in excess of` 1 lakh 14,700 –– 14,700 0.21 1,02,215 –– 1,02,215 1.49 595.34c) Others (Specify) –– –– –– –– –– –– –– –– ––Non Resident Indians 175 –– 175 –– 150 –– 150 0.0022 (14.29)Qualified Foreign Investor –– –– –– –– –– –– –– –– ––Custodian of Enemy Property –– –– –– –– –– –– –– –– ––Foreign Nationals –– –– –– –– –– –– –– –– ––Clearing Members 4,712 –– 4,712 0.07 5,612 –– 5,612 0.08 19.10Trusts –– –– –– –– –– –– –– –– ––Foreign Bodies-D R –– –– –– –– –– –– –– –– ––Foreign Portfolio Investors –– –– –– –– –– –– –– –– ––NBFCs registered with RBI –– –– –– –– –– –– –– –– ––Employee Trusts –– –– –– –– –– –– –– –– ––Domestic Corporate Un- –– –– –– –– –– –– –– –– ––claimed Shares AccountInvestor Education and –– –– –– –– –– –– –– –– ––Protection Fund AuthoritySub-Total(B)(2):- 16,15,608 1,60,592 17,76,200 25.82 16,17,713 1,58,487 17,76,200 25.82 ––Total Public Shareholding(B)=(B)(1)+ (B)(2) 16,15,608 1,60,592 17,76,200 25.82 16,17,713 1,58,487 17,76,200 25.82 ––

C. Shares held by Custo-dian for GDRs & ADRsGrand Total (A+B+C) 67,18,708 1,60,592 68,79,300 100.00 67,20,813 1,58,487 68,79,300 100.00 ––


Annexure “B” To Directors’ Report (Contd.)iii) Change in Promoters' Shareholding (please specify, if there is no change)

Shareholding at the beginning of the Shareholding at the end of theyear [As on 01-04-2016] year [As on 31-03-2017]

Sl Shareholder’s Name No. of Shares % of No. of Shares % ofof the total of the total

Date Company Shares Company Shares1 Ajit Kumar Agarwala 01-04-2016 25,76,800 37.46

31-03-2017 25,76,800 37.46 25,76,800 37.462 Shashikala Agarwala 01-04-2016 18,98,800 27.60

31-03-2017 18,98,800 27.60 18,98,800 27.603 Abhijit Tea Co. Pvt. Ltd. 01-04-2016 4,70,000 6.83

31-03-2017 4,70,000 6.83 4,70,000 6.834 Terai Financial Services Pvt. Ltd. 01-04-2016 1,27,500 1.85

31-03-2017 1,27,500 1.85 1,27,500 1.855 Jaldacca Tea Plantations Pvt. Ltd. 01-04-2016 30,000 0.44

31-03-2017 30,000 0.44 30,000 0.44

iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding Cumulative Shareholdingduring the year

(01.04.16 to 31.03.17)

Sl. Name No. of Shares % of total Date Increase/ Reason No. of % of totalNo. at the beginning shares of Decrease in shares shares of

(01.04.16)/end of) the company shareholding the companythe year (31.03.17)

1 EXCEL POLISH COMPANY PVT LTD 20,000 0.29 01/04/2016 Transfer31/03/2017 20,000 0.2907

2 FLEXCO SUPPLIERS PRIVATE LTD 3,00,624 4.3700 01/04//201612/08/2016 (10,000) Transfer 2,90,624 4.224631/03/2017 2,90,624 4.2246

3 TRUSTLINE SECURITIES LTD12/08/2016 25,802 Transfer 25,802 0.375119/08/2016 21,000 Transfer 46,802 0.680326/08/2016 (46,000) Transfer 802 0.011702/09/2016 300 Transfer 1,102 0.016009/09/2016 500 Transfer 1,602 0.023328/10/2016 (200) Transfer 1,402 0.020411/11/2016 (100) Transfer 1,302 0.018927/01/2017 (802) Transfer 500 0.007331/03/2017 500 0.0073

4 NIRMAL BANG SEC PVT LTD 8,515 0.1238 01/04/201608/04/2016 (158) Transfer 8,357 0.121522/04/2016 (474) Transfer 7,883 0.114629/04/2016 300 Transfer 8,183 0.119013/05/2016 (300) Transfer 7,883 0.114620/05/2016 200 Transfer 8,083 0.117527/05/2016 (200) Transfer 7,883 0.114610/06/2016 (25) Transfer 7,858 0.114217/06/2016 314 Transfer 8,172 0.1188


Annexure “B” To Directors’ Report (Contd.)Shareholding Cumulative Shareholding

during the year(01.04.16 to 31.03.17)



24/06/2016 (19) Transfer 8,153 0.1185

30/06/2016 610 Transfer 8,763 0.1274

08/07/2016 (260) Transfer 8,503 0.1236

15/07/2016 1 Transfer 8,504 0.1236

22/07/2016 (750) Transfer 7,754 0.1127

29/07/2016 (7,599) Transfer 155 0.0023

12/08/2016 2,310 Transfer 2,465 0.0358

19/08/2016 (2,045) Transfer 420 0.0061

26/08/2016 (310) Transfer 110 0.0016

02/09/2016 100 Transfer 210 0.0031

23/09/2016 (50) Transfer 160 0.0023

07/10/2016 (53) Transfer 107 0.0016

101/04/2016 4,400 Transfer 4,507 0.0655

21/10/2016 5,200 Transfer 9,707 0.1411

28/10/2016 25 Transfer 9,732 0.1415

18/11/2016 3,975 Transfer 13,707 0.1992

16/12/2016 3,050 Transfer 16,757 0.2436

23/12/2016 (200) Transfer 16,557 0.2407

06/01/2017 200 Transfer 16,757 0.2436

13/01/2017 (83) Transfer 16,674 0.2424

20/01/2017 (117) Transfer 16,557 0.2407

27/01/2017 200 Transfer 16,757 0.2436

03/02/2017 (10,850) Transfer 5,907 0.0859

10/02/2017 9,450 Transfer 15,357 0.2232

17/02/2017 (50) Transfer 15,307 0.2225

31/03/2017 165 Transfer 15,472 0.2249

5 COMFORT SECURITIES LTD -- -- 01/04/2016

24/06/2016 9,700 Transfer 9,700 0.1410

30/06/2016 2,000 Transfer 11,700 0.1701

08/07/2016 (1,211) Transfer 10,489 0.1525

15/07/2016 (1,533) Transfer 8,956 0.1302

22/07/2016 (7,768) Transfer 1,188 0.0173

29/07/2016 (1,188) Transfer

31/03/2017 -- --

6 EVERSAFE DISTRIBUTORS (P) LTD 3,19,268 4.6410 01/04/2016

12/08/2016 (6,566) Transfer 3,12,702 4.5455

31/03/2017 -- 3,12,702 4.5455






7 KARVY STOCK BROKING LTD. 2,106 0.0306 01/04/201612/08/2016 27,899 Transfer 30,005 0.436219/08/2016 (30,005) Transfer -- --16/12/2016 300 Transfer 300 0.004423/12/2016 (300) Transfer -- --27/01/2017 2 Transfer 2 --03/02/2017 10 Transfer 12 0.000217/02/2017 10 Transfer 22 0.000303/03/2017 (22) Transfer --31/03/2017 -- --

8 GANGOTRI VYAPAR PRIVATE LIMITED 2,95,772 4.2994 01/04/201612/08/2016 (35,932) Transfer 2,59,840 3.777119/08/2016 (14,455) Transfer 2,45,385 3.567031/03/2017 2,45,385 3.5670

9 PRABHAKAR RAMCHANDRA JAWKAR 3,158 0.0459 01/04/201622/04/2016 244 Transfer 3,402 0.049529/07/2016 7,848 Transfer 11,250 0.163501/04/2016 (4,400) Transfer 6,850 0.099618/11/2016 (4,000) Transfer 2,850 0.041416/12/2016 (2,850) Transfer -- --03/02/2017 11,250 Transfer 11,250 0.163510/02/2017 (10,050) Transfer 1,200 0.017431/03/2017 1,200 0.0174

10 SHAREKHAN LIMITED 325 0.0047 01/04/201608/04/2016 (150) Transfer 175 0.002515/04/2016 131 Transfer 306 0.004422/04/2016 (281) Transfer 25 0.000429/04/2016 25 Transfer 50 0.000706/05/2016 176 Transfer 226 0.003313/05/2016 174 Transfer 400 0.005820/05/2016 (296) Transfer 104 0.001527/05/2016 (4) Transfer 100 0.001510/06/2016 100 Transfer 200 0.002917/06/2016 (200) Transfer -- --24/06/2016 1801 Transfer 1,801 0.026230/06/2016 (1,801) Transfer -- --15/07/2016 10 Transfer 10 0.000105/08/2016 456 Transfer 466 0.006812/08/2016 (456) Transfer 10 0.000119/08/2016 9,885 Transfer 9,895 0.1438






26/08/2016 (220) Transfer 9,675 0.1406

02/09/2016 (24) Transfer 9,651 0.1403

23/09/2016 100 Transfer 9,751 0.1417

30/09/2016 (110) Transfer 9,641 0.1401

07/10/2016 125 Transfer 9,766 0.1420

14/10/2016 79 Transfer 9,845 0.1431

21/10/2016 2,137 Transfer 11,982 0.1742

28/10/2016 (1,519) Transfer 10,463 0.1521

01/04/2016 (664) Transfer 9,799 0.1424

11/11/2016 (2) Transfer 9,797 0.1424

18/11/2016 100 Transfer 9,897 0.1439

09/12/2016 (52) Transfer 9,845 0.1431

16/12/2016 1,090 Transfer 10,935 0.1590

23/12/2016 448 Transfer 11,383 0.1655

06/01/2017 506 Transfer 11,889 0.1728

13/01/2017 1,377 Transfer 13,266 0.1928

20/01/2017 2,000 Transfer 15,266 0.2219

27/01/2017 547 Transfer 15,813 0.2299

03/02/2017 (277) Transfer 15,536 0.2258

10/02/2017 (150) Transfer 15,386 0.2237

17/02/2017 (370) Transfer 15,016 0.2183

24/02/2017 10 Transfer 15,026 0.2184

03/03/2017 (10) Transfer 15,016 0.2183

24/03/2017 (100) Transfer 4,916 0.2168

31/03/2017 (3,581) Transfer 11,335 0.1648

11 ADBHUT SUPPLIERS PVT LTD 3,08,469 4.4840 01/04/2016

30/06/2016 (7,445) Transfer 3,01,024 4.3758

12/08/2016 (16,705) Transfer 2,84,319 4.1330

19/08/2016 (900) Transfer 2,83,419 4.1199

26/08/2016 (1,500) Transfer 2,81,919 4.0981

28/10/2016 (133) Transfer 2,81,786 4.0961

04/11/2016 (3,771) Transfer 2,78,015 4.0413

31/03/2017 -- 2,78,015 4.0413

12 BHUPENDRA P SHAH (HUF #) 9,635 0.1401 01/04/2016 --

31/03/2017 9,635 0.1401

13 SHRINE VANIJYA PVT LTD *

87,200 1.2676 01/04/2016

31/03/2017 -- 87,200 1.2676






14 SHREYANS JASWANTLAL SHAH * –- –– 01/04/201626/08/2016 40,000 Transfer 40,000 0.581531/03/2017 -- 40,000 0.5815

15 DILIP BHIKAJI SHELATKAR 1,521 0.0221 01/04/201622/04/2016 3,086 Transfer 4,607 0.067029/04/2016 3,038 Transfer 7,645 0.111106/05/2016 1,470 Transfer 9,115 0.132513/05/2016 174 Transfer 9,289 0.135020/05/2016 183 Transfer 9,472 0.137727/05/2016 500 Transfer 9,972 0.145003/06/2016 495 Transfer 10,467 0.152210/06/2016 950 Transfer 11,417 0.166024/06/2016 257 Transfer 11,674 0.169730/06/2016 1,870 Transfer 13,544 0.196908/07/2016 75 Transfer 13,619 0.198015/07/2016 2,150 Transfer 15,769 0.229222/07/2016 1,000 Transfer 16,769 0.243829/07/2016 2,800 Transfer 19,569 0.284512/08/2016 (2,988) Transfer 16,581 0.241019/08/2016 (200) Transfer 16,381 0.238126/08/2016 (1,426) Transfer 14,955 0.217416/09/2016 (350) Transfer 14,605 0.212321/10/2016 (1,000) Transfer 13,605 0.197828/10/2016 (1,000) Transfer 12,605 0.183216/12/2016 (3,024) Transfer 9,581 0.139330/12/2016 (171) Transfer 9,410 0.136813/01/2017 (800) Transfer 8,610 0.125220/01/2017 (1,580) Transfer 7,030 0.102227/01/2017 (6,949) Transfer 81 0.001203/02/2017 419 Transfer 500 0.007310/03/2017 (412) Transfer 88 0.001317/03/2017 (88) Transfer –– 0.000031/03/2017 –– –– ––

16 S KANNAN * –– –– 01/04/2016 –– ––12/08/2016 30,681 Transfer 30,681 0.446019/08/2016 4,119 Transfer 34,800 0.505926/08/2016 13,375 Transfer 48,175 0.700302/09/2016 2,025 Transfer 50,200 0.729709/09/2016 (200) Transfer 50,000 0.7268


16/09/2016 25 Transfer 50,025 0.727209/12/2016 2 Transfer 50,027 0.727216/12/2016 1 Transfer 50,028 0.727227/01/2017 (2,513) Transfer 47,515 0.690731/03/2017 –– 47,515 0.6907

17 AVINASH BHIKAJI TAWADE 8,103 0.1178 01/04/201606/05/2016 (319) Transfer 7,784 0.113213/05/2016 53 Transfer 7,837 0.113920/05/2016 (1) Transfer 7,836 0.113903/06/2016 844 Transfer 8,680 0.126210/06/2016 (94) Transfer 8,586 0.124817/06/2016 98 Transfer 8,684 0.126224/06/2016 (1,000) Transfer 7,684 0.111708/07/2016 (2,000) Transfer 5,684 0.082615/07/2016 2,000 Transfer 7,684 0.111722/07/2016 637 Transfer 8,321 0.121029/07/2016 2,563 Transfer 10,884 0.158205/08/2016 (4,243) Transfer 6,641 0.096512/08/2016 (2,173) Transfer 4,468 0.064919/08/2016 (3,039) Transfer 1,429 0.020826/08/2016 (429) Transfer 1,000 0.014530/09/2016 (1,000) Transfer –– ––02/12/2016 2,218 Transfer 2,218 0.032209/12/2016 106 Transfer 2,324 0.033816/12/2016 (2,324) Transfer –– ––31/03/2017 –– –– ––

18 RAJENDRA KANODIA 14,700 0.2137 01/04/2016 ––31/03/2017 –– 14,700 0.2137

19 SHARMILA RAJDEEP DESAI 400 0.0073 01/04/201608/04/2016 914 Transfer 1,314 0.019122/04/2016 4,201 Transfer 5,515 0.080229/04/2016 91 Transfer 5,606 0.081506/05/2016 301 Transfer 5,907 0.085913/05/2016 698 Transfer 6,605 0.096020/05/2016 323 Transfer 6,928 0.100727/05/2016 613 Transfer 7,541 0.109608/07/2016 1,322 Transfer 8,863 0.128815/07/2016 498 Transfer 9,361 0.136122/07/2016 2,200 Transfer 11,561 0.1681






v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shareholding at the Cumulative Shareholdingbeginning [01/Apr/16]/end during the year [01/Apr/16

of the year [31/Mar/17] to 31/Mar/17]Sl Name Date No. of % of total No. of % of totalNo shares shares of the shares shares of the shares

company company1 AJIT KUMAR AGARWALA 01/04/16 25,76,800 37.46

31/03/17 25,76,800 37.46 25,76,800 37.462 SHASHIKALA AGARWALA 01/04/16 18,98,800 27.60

31/03/17 18,98,800 27.60 18,98,800 27.603 RAJENDRA KANODIA 01/04/16 14,700 0.21

31/03/17 14,700 0.21 14,700 0.214 MILAN KRISNA SARKAR 01/04/16 –– ––

31/03/17 –– –– –– ––5 HEMANT KUMAR AGARWAL 01/04/16 –– ––

31/03/17 –– –– –– ––6 JAYANTA KR. NATWARLAL RAJA 01/04/16 –– ––

31/03/17 –– –– –– ––7 ROSHAN DAVE 01/04/16 –– ––

31/03/17 –– –– –– ––

0.0102 29/07/2016 700 Transfer 12,261 0.17820.0008 05/08/2016 (56) Transfer 12,205 0.1774

0.0291 12/08/2016 (2,000) Transfer 10,205 0.1483

0.0015 19/08/2016 (100) Transfer 10,105 0.1469

0.0309 26/08/2016 (2,129) Transfer 7,976 0.1159

0.0253 02/09/2016 (1,743) Transfer 6,233 0.0906

0.0084 16/09/2016 (581) Transfer 5,652 0.08220.0004 23/09/2016 (30) Transfer 5,622 0.0817

0.0039 30/09/2016 (265) Transfer 5,357 0.0779

0.0145 28/10/2016 (1,000) Transfer 4,357 0.0633

0.0145 11/11/2016 (1,000) Transfer 3,357 0.0488

0.0049 16/12/2016 (338) Transfer 3,019 0.0439

0.0439 27/01/2017 (3,017) Transfer 2 0.000031/03/2017 2 0.0000

* Not in the list of Top 10 shareholders as on 01/04/2016 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2017.# Ceased to be in the list of Top 10 shareholders as on 31/03/2017. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2016.






V. INDEBTNESS Indebtness of the Company including interest outstanding/accrued but not due for payment (` in Lacs)

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtness

Indebtedness at the beginning of the financial year

i) Principal Amount as on 31.03.2016 4,121.04 –– –– 4,121.04

ii) Interest due but not paid 16.86 –– –– 16.86

iii) Interest accrued but not due as on 31.03.2016 –– –– –– ––

Total (I + ii + iii) 4,137.90 –– –– 4,137.90

Change in Indebtedness during the financial year

– ADDITION –– 32.00 –– 32.00

– REDUCTION 220.69 –– –– 220.69

– Exchange Difference –– –– –– ––

Net Change (220.69) 32.00 –– (188.69)

Indebtedness at the end of the financial year

i) Principal Amount as on 31.03.2017 3,907.88 32.00 –– 3,939.88

ii) Interest due but not paid 9.33 –– –– 9.33

iii) Interest accrued but not due as on 31.03.2017 –– –– –– ––

Total (I + ii + iii) 3,917.21 32.00 –– 3,949.21

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole – Time Directors and / or Manager

Sl. Particulars of Remuneration Mr. Ajit Kumar Agarwala Total AmountNo. (Managing Director) (` In Lacs)

1. Gross salary

(a) Salary as per provisions contained 36.72 36.72in section 17(1) of the Income-tax Act,1961

(b) Value of perquisites u/s17(2) Income-tax Act,1961 –- ––

(c) Profits in lieu of salary under section –– ––17(3) Income- tax Act, 1961

2. Stock Option –– ––

3. Sweat Equity –– ––

4. Commission- as % of profit- Others, specify… –– ––

5. Others, please specify –– ––

6. Total (A) 36.72 36.72

Ceiling as per the Act The remuneration is well within the limitsprescribed under the Companies Act, 2013



B. Remuneration to other Directors :

Sl. Particulars of Remuneration Name of Directors AmountNo. Mr. Jayanta Kumar Mr. Milan Krisna Mr. Hemant Kr. in

Natwarlal Raja Sarkar Agarwal `1. Independent Directors

• Fee for attending board/ Committee meetings 20,000 20,000 20,000 60,000• Commission –-– –-– –-– –-–• others –-– –-– –-– –-–Total (1) 20,000 20,000 20,000 60,000

2. Other Non-Executive Directors• Fee for attending board/ Committee meetings –-– –-– –-– –-–• Commission –-– –-– –-– –-–• others –-– –-– –-– –-–Total (2) –-– –-– –-– –-–Total (B)=(1+2) –-– –-– –-– –-–Total Managerial Remuneration (B1 + B2) 20,000 20,000 20,000 60,000Overall Ceiling as per the Act The remuneration is well within the limit prescribed under the Companies Act, 2013

C. Remuneration to Key Managerial Personnel Other than MD/ Manager / WTD :

Sl. Particulars of Remuneration Key Managerial Personnel(CEO) Rajendra Kanodia Roshan Dave Total Amount

CFO (CompanySecretary (` In Lacs)

1. Gross salary(a) Salary as per provisions contained in section 17(1) 6.00 5.50 11.50

of the Income-tax Act, 1961(b) Value of perquisites u/s17(2) Income-taxAct, 1961 –– –– ––(c) Profits in lieu of salary under Sec. 17(3) Income-taxAct, 1961 –– –– ––

2. Stock Option –– –– ––3. Sweat Equity –– –– ––4. Commission- as % of profit –– –– ––

- Others, specify… –– –– ––5. Others, please specify –– –– ––6. Total 6.00 5.50 11.50

VII. DETAILS OF PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Section of the Brief Details of Penalty/ Authority Appeal made.companies Act Description Punishment/Compo- [RD/NCLT/Court] If any(give details)

unding fees imposed

A. CompanyPenaltyPunishmentCompounding

B. DirectorsPenaltyPunishmentCompounding

C. Other Officers In DefaultPenaltyPunishment


N O

T A

P P

L I C

A B

L E


To,The Members,TERAI TEA CO.LTD10 GOVERNMENT PLACE (EAST)KOLKATA- 700069

We have conducted the Secretarial Audit of thecompliance of applicable statutory provisions and theadherence to good corporate practices by TERAI TEACO. LTD (hereinafter called the company). SecretarialAudit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinionthereon.

Based on our verification of the Company’s books,papers, minute books, forms and returns filed and otherrecords maintained by the company and also theinformation provided by the Company, its officers, agentsand authorized representatives during the conduct ofSecretarial Audit, we hereby report that in our opinion,the company has, during the audit period covering thefinancial year ended on 31st March, 2017 complied withthe statutory provisions listed hereunder and also thatthe Company has proper Board-processes andcompliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books,forms and returns filed and other records maintained bythe Company for the financial year ended on 31st March,2017 according to the provisions of:

a. The Companies Act, 2013 (the Act) and the rulesmade thereunder;

b. The Securities Contracts (Regulation) Act, 1956(‘SCRA’) and the rules made thereunder;

c. The Depositories Act, 1996 and the Regulationsand Bye-laws framed thereunder;

d. Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992(‘SEBI Act’):-

Annexure “C” to the Directors’ ReportForm No. MR - 3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2015]

i. The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

ii. The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,2015.

iii. The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding theCompanies Act and dealing with client;

iv. The Securities and Exchange Board of India(Listing Obligations and DisclosureRequirements) Regulations, 2015 and otherapplicable regulations /guidelines/circularsas may be issued by SEBI from time to timeto the extent applicable.

v. The Securities and Exchange Board of India(Share Based Employee Benefits),Regulation 2014.

I further report that, there were no actions/ events inpursuance of;

a. Foreign Exchange Management Act, 1999 and therules and regulations made thereunder to theextent of Foreign Direct Investment, OverseasDirect Investment and External CommercialBorrowings;

b. The Securities and Exchange Board of India (Issueof Capital and Disclosure Requirements)Regulations, 2009;

c. The Securities and Exchange Board of India(Share Based Employee Benefits) Regulations,2014;

d. The Securities and Exchange Board of India (Issueand Listing of Debt Securities) Regulations, 2008;

e. The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009; and

f. The Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998;


Having regard to the compliance system prevailing in theCompany and on examination of the relevant documentsand records in pursuance thereof, we further report thatthe Company has complied with the following lawsapplicable specifically to the Company:

a) Food Safety And Standard Act, 2006,

b) Essential Commodities Act, 1955

c) Agricultural Produce (Grading and Marking) Act,1937

d) Plantations Labour Act, 1951

e) Tea Act, 1953

f) Tea Waste (Conrol) order, 1959

g) Weight and Measurement Act, 1976

We have also examined compliance with the applicableclauses of the following:

(i) Secretarial Standards 1 and 2 issued by TheInstitute of Company Secretaries of India.

(ii) The Listing Agreements entered into by theCompany with BSE Limited, Calcutta StockExchang Limited, Ahmedabad Stock ExchangeLimited and Jaipur Stock Exchange Limited.

During the period under review, the Company hascomplied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc. mentionedabove subject to the following observation:

a) The Company has a pending case under Section629A, 211(7), 211(8) and 209(5) or 209(7) of theCompanies Act 1956 filed in 1995 and the matter

is subjudice. There is no progress in the mattersince 1995, when the case was filed.

We further report that :-

The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Therehas been no change in the composition of Board ofDirectors during the period under review and thecomposition of Board of Directors of the Company is inconformity with the provisions of the Act.

Adequate notice is given to all Directors to schedule theBoard Meetings, agenda and detailed notes on agendawere sent at least seven days in advance, and a systemexists for seeking and obtaining further information andclarifications on the agenda items before the meetingand for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetingswere carried out unanimously as recorded in the minutesof the meetings of the Board of Directors or Committeesof the Board, as the case may be.

We further report that there are adequate systems andprocesses in the company commensurate with the sizeand operations of the company to monitor and ensurecompliance with applicable laws, rules, regulations andguidelines.

We further report that during the audit period, thereare no specific events, actions having a major bearingon the Company’s affairs in pursuance of the laws, rules,regulations, guidelines, standards, etc, referred to above.

This report is to be read with our letter of even date whichis annexed as “Annexure A” and forms an Integral Partof this report.

For M R & ASSOCIATESCompany Secretaries

sd/-

[Mohan Ram Goenka]Partner

Place: Kolkata FCS No. 4515Date: 18.08.2017 C P No. 2551


Annexure “C” to the Directors’ Report (Contd.)

Annexure “A” to Secretarial Audit Reportfor the financial year ended 31st March, 2017

To,The MembersTERAI TEA CO.LTD10 GOVERNMENT PLACE (EAST)Kolkata- 700069

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility isto express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and processes as where appropriate to obtain reasonable assurance aboutthe correctness of the contents of the Secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in Secretarial Records. We believe that the processes and practices, we followedprovide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of theCompany.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is theresponsibilities of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacyor effectiveness with which the management has conducted the affairs of the Company.

For M R & ASSOCIATESCompany Secretaries

sd/-

[Mohan Ram Goenka]Partner

Place: Kolkata FCS No. 4515Date: 18.08.2017 C P No. 2551


Annexure “D” To Directors’ ReportDetails Pertaining to Remuneration as required under Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretaryduring the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17 and the comparison of remuneration of each KeyManagerial Personnel(KMP) against the performance of the Company are as under:

Sl. Name of Director/ Remuneration % Increase in Ratio of Comparison ofNo. KMP and Designation of Director/KMP Remuneration Remuneration the

for Financial in the Financial of each RemunerationYear 2016-17 Year 2016-17 Director/to of the KMP

(` In Lacs) median against theremuneration performanceof employees of the Company

1 Mr. Ajit Kumar Agarwala 36.72 –– 91.50:1 Profit after(Managing Director) Tax decreased

2 Mr. Rajendra Kanodia(CFO) 6.00 –– 14.95:1 to 23.97%for the

3 Mr. Roshan Dave 5.50 –– 13.70:1 financial(Company Secretary) year 2016-17

ii. The median remuneration of employees of the Company during the financial year was ̀ 40,131/-iii. In the financial year, there is of increase 5% in the median remuneration of employees.iv. There were 444 permanent employees on the rolls of the Company as on March 31, 2017v. Relationship between average increase in remuneration and company performance: The Profit after Tax for the

financial year ended March 31, 2017 decreased to 23.97 %,vi. Comparison of Remuneration of Key Managerial Personnel(s) against the performance of the Company : the total

remuneration of key managerial Personnel increased from ` 45.32 lacs in 2015-16 to ` 48.22 lacs in 2016-17,whereas the profit after tax decreased from to ̀ 82.36 lacs against profit of ̀ 108.33 lacs in 2015-16.

vii. a. Variations in the market capitalization of the Company: The market capitalization as on March 31, 2017was ` 4,127.58 lacs against ̀ 3,343.34 lacs as on March 31, 2016.

b. Price Earnings ratio of the Company as at March 31, 2017 was ` 52.37 against ` 30.96 as at March 31,2016.

c. Percent increase over/decrease in the market quotations of the shares of the company as compared to therate at which the company came out with the last public offer in the year. The company has not made anypublic issue or right issue of securities in the recent past, so comparision have not been made of currentshare price with public offer price. The Company shares are listed on Bombay, Calcutta, Ahmedabad,Jaipur Stock Exchanges.

viii. Average percentage increase made in the salaries of employees other than the key managerial personnel in thelast financial year i.e. 2016-17 was 5% whereas the increase in the Key Managerial remuneration for the samefinancial year was NIL

ix. There was no variable component of remuneration availed by the directors which is based on the recommendationsof the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key ManagerialPersonnel and other Employees.

x. The ratio of remuneration of the highest paid director to that of the employees who are not directors but receiveremuneration in excess of the highest paid directors during the year

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key ManagerialPersonnel and other Employees.


Annexure “E” To Directors’ ReportForm AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)Statement Containing Salient Features of the Financial Statement

of Subsidiaries / Associate Companies / Joint Ventures

Part “A”: Subsidiaries(Information in respect of each subsidiary to be presented with amounts in Rs)

1. Sl. No.2. Name of the Subsidiary3. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period4. Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign

subsidiaries.5. Share Capital6. Reserves & Surplus7. Total Assets8. Total Liabilities9. Investments10. Turnover11. Profit before Taxation12. Provision for Taxation13. Profit after Taxation14. Proposed Dividend15. % of ShareholdingNotes : The following information shall be furnished at the end of the statement:1. Names of subsidiaries which are yet to commence operations2. Names of subsidiaries which have been liquidated or sold during the year.

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013

related to Associate Companies and Joint Ventures

Sl. Name of Associates/Joint Ventures Abhijit Tea Jaldacca Tea The KharibariCompany Pvt. Ltd. Plantations Pvt. Ltd. Tea Co. Ltd.

1. Latest Audited Balance Sheet Date 31/03/2017 31/03/2017 31/03/20172. Shares of Associate/Joint Ventures held by

the Company on the year end :-- No. 7,338 850 96,937- Amount of Investment in Associates/ 3,32,40,230 43,12,500 44,22,000 Joint Venture –– –– ––- Extend of Holding % 46.04% 45.33% 48.47%

3. Description of how there is significant Associate Associate Associateinfluence

4. Reason why the associate/joint venture N.A. N.A. N.A.is not consolidated

5. Networth attributable to Shareholding as 3,54,11,712 62,94,670 1,29,28,551per latest audited Balance Sheet

6. Profit / Loss for the yeari. – Considered in Consolidation (83,78,156) 22,48,812 15,14,113i. – Not Considered in Consolidation N.A. N.A. N.A.

Notes:1. Names of Associates or Joint Ventures which are yet to commence operations : NIL2. Names of Associates or Joint Ventures which have been liquidated or sold during the year : NIL

————— Not Applicable —————


Annexure “E” To Directors’ Report (Contd.)

Part “B”: Associates and Joint Ventures (Contd.)Statement pursuant to Section 129 (3) of the Companies Act, 2013


Sl. Name of Associates/Joint Ventures Terai Dooars East Indian Produce Terai Infrastr-Tea Co. Pvt. Ltd. Limited uctures Ltd.

1. Latest Audited Balance Sheet Date 31/03/2017 31/03/2017 31/03/20172. Shares of Associate/Joint Ventures held

by the Company on the year end- No. 2,62,500 63,380 26,09,500- Amount of Investment in Associates/Joint Venture 24,22,500 44,21,863 21,45,000- Extend of Holding % 47.73% 43.80% 45.95%

3. Description of how there is significant influence Associate Associate Associate4. Reason why the associate/joint venture is not N.A. N.A. N.A.

consolidated5. Networth attributable to Shareholding as 1,08,42,171 3,42,32,140 6,69,84,103

per latest audited Balance Sheet6. Profit / Loss for the yeari. – Considered in Consolidation 23,88,736 20,57,078 61,195i. – Not Considered in Consolidation N.A. N.A. N.A.

Notes : 1. Names of Associates or Joint Ventures which are yet to commence operations : NIL2. Names of Associates or Joint Ventures which have been liquidated or sold during the year : NIL

Sl. Name of Associates/Joint Ventures Sayedabad Terai Overseas Amit ParidhanTea Co. Ltd. Pvt. Ltd. Pvt. Ltd.

1. Latest Audited Balance Sheet Date 31/03/2017 31/03/2017 31/03/20172. Shares of Associate/Joint Ventures held by the

Company on the year end- No. 15,070 3,17,460 1,75,000- Amount of Investment in Associates/Joint Venture 1,50,700 28,70,460 3,10,000- Extend of Holding % 27.71% 47.74% 36.08%


consolidated5. Networth attributable to Shareholding as per 14,75,970 3,56,07,826 1,83,30,387

latest audited Balance Sheet6. Profit / Loss for the yeari. – Considered in Consolidation 35,93,088 38,12,432 28,19,046i. – Not Considered in Consolidation N.A. N.A. N.A.



Annexure “E” To Directors’ Report (Contd.)

Part “B”: Associates and Joint Ventures (Contd.)Statement pursuant to Section 129 (3) of the Companies Act, 2013


Sl. Name of Associates/Joint Ventures Terai Financials New Darjeeling Terai Ispat &Services Pvt. Ltd. Union Tea Co. Ltd Trading Pvt. Ltd

1. Latest audited Balance Sheet Date 31/03/2017 31/03/2017 31/03/20172. Shares of Associate/Joint Ventures held by

the company on the year end- No. 22,554 17,085 7,01,273- Amount of Investment in Associates/Joint Venture 22,554 1,24,76,190 22,82,730- Extend of Holding % 49.00% 48.59% 49.00%


consolidated5. Networth attributable to Shareholding as per 12,98,629 4,08,95,837 3,76,81,636

latest audited Balance Sheet6. Profit / Loss for the yeari. – Considered in Consolidation 1,351 37,23,651 42,85,137

i. – Not Considered in Consolidation N.A. N.A. N.A.


For and on behalf of the Board of Directors

Registered Office :10,Government Place (East) Sd/- Sd/- Sd/-Kolkata – 700 069 Ajit Kumar Agarwala Rajendra Kanodia Roshan DaveDated : 18th day of August, 2017 Managing Director Director & CFO Company Secretary

DIN : 00265775 DIN : 00175574 ACS 27185


the rights of all stakeholders of the Company andthe society at large.The Company will continue to focus its resources,strengths and strategies to achieve its vision ofbecoming the most admired and trusted global Teaproducer, while upholding the core values ofentrepreneurship, disclosure and transparency,equity, responsibility, sustainability and ethicalbehavior which are fundamental to the Terai family.

II. BOARD OF DIRECTORSa) Composition of category of Directors

The Board of Directors of the Company have anoptimum combination of executive and non-executive directors with at least one womandirector and not less than fifty percent of theBoard of Directors comprising of non-executivedirectors, which is in conformity with the SEBI(Listing Obligations and DisclosureRequirements) Regulation 2015, Our Companyhas Six(6) Directors among them two(2) arePromoter Directors of which one(1) is anExecutive Director who is the Managing Directorand Chairman and one(1) Women Director, one(1) Executive Non Independent Director andremaining three(3) Non-Executive IndependentDirectors. The name and category of each isgiven below:

Pursuant to part C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulation,2015 “Listing Regulation.”I. COMPANY’S PHILOSOPHY ON CODE OF

GOVERNANCEThe Company’s philosophy on Corporate Governanceenvisages the attainment of highest level oftransparency, accountability and equality, in thefunctioning of the Company and its relationship withemployee, shareholders, creditors, consumers,dealers, lenders and ensuring high degree ofregulatory compliance.The Company is committed to following bestCorporate Governance Practices in all its pursuitsand is constantly striving to better them and adoptemerging best practices. The Board understandsand respects its fiduciary role and responsibility toshareholders and strives hard to meet theirexpectations. The Board also believes that bestboard practices, transparent disclosures andshareholder empowerment are necessary forcreating shareholder value. Thus at Terai teaCompany Limited, we always endeavour to createan environment of fairness, equity and transparencyin transactions with the underlying objective ofsecuring long term shareholder value creation andenhancement while, at the same time, respecting

NAME OF DIRECTORS CATEGORY DIN No

Mr. Ajit Kumar Agarwala Executive Director and Promoter 00265775

Mrs. Shashikala Agarwala Non-Executive, Non-Independent Director

and Promoter (Women Director). 00260171

Mr. Rajendra Kanodia Executive and Non-Independent Director 00175574

Mr. Hemant Kumar Agarwal Non-Executive and Independent Director 02308200

Mr. Jayantakumar Natwarlal Raja Non-Executive and Independent Director 06884343

Mr. Milan Krisna Sarkar Non-Executive and Independent Director 05272885

Annexure “F” to the Directors’ Report

Report on Corporate Governance


Annexure “F” to the Directors’ Report (Contd.)

During the year under review, the Independent Directorsof your Company reviewed the performance of Non-Independent Directors and Managing Director of yourCompany, taking into account the views of ExecutiveDirectors and Non-Executive Directors.The Board as a whole is an integrated, balanced andcohesive unit where diverse views are expressed anddialogued when required, with each Director bringingprofessional domain knowledge to the table. All Directorsare participative, interactive and communicative.The information f low between your Company’sManagement and the Board is complete, timely with goodquality and sufficient quantity.Code of Conduct for Independent DirectorsThe Company has adopted additional Code of Conductfor the Independent Directors of the Board, which is asfollows:(1) Uphold ethical standards of integrity and probity;

(2) Act objectively and constructively while exercisingduties;

(3) Exercise their responsibilities in a bona fide man-ner in the interest of the company;

(4) Devote sufficient time and attention to professionalobligations for informed and balanced decision mak-ing;

(5) Not allow any extraneous considerations that wouldvitiate their interests of the company as a whole,while concurring in or dissenting from the collectivejudgments of the Board in its decision making;

(6) Not abuse their position to the detriment of the com-pany or its shareholders or for the purpose of gain-ing direct or indirect personal advantage for anyassociated person;

(7) Refrain from any action that would lead to loss oftheir independence;

(8) Where circumstances arise which make an inde-pendent director lose the independence, the inde-pendent director must immediately inform the Boardaccordingly;

(9) Assist the company in implementing the best corpo-rate governance practices.

Separate Meeting of Independent DirectorsIndependent Directors meeting was held on 14th February,2017 without the presence of the Managing Director andother Non-Executive Non-Independent Director. Themeeting was attended by all the Independent Directorsand enabled them to:• review the performance of Non-Independent Directors

and the Board as a whole• review the performance of the Chairperson of the

company, taking into account the views of executivedirectors and non-executive directors

• assess the quality, quantity and timeliness of flow ofinformation between the company management andthe Board that is necessary for the Board toeffectively and reasonably perform their duties.The composition and the attendance of Directors atthese meetings are under:

NAME No. of MeetingsAttended

Mr. Hemant Kumar Agarwal * 1Mr. Jayantkumar Natwarlal Raja 1Mr. Milan Krisna Sarkar 1

*Mr. Hemant Kumar Agarwal was unanimously elected asthe Chairman of the Meeting.

Familiarizations Programme for IDsThe Company has conducted the FamiliarizationProgramme for Directors including Independent Directorsto familiarize them with their roles, rights, responsibilitiesin the company, nature of the industry in which thecompany operates, business model of the company, etc.,through various initiatives. The details of suchfamiliarization programs have been placed on the websiteof the Company and may be accessed at thewww.teraigroup.com.Performance EvaluationThe Nomination & Remuneration Committee of yourCompany has formulated and laid down criteria forPerformance Evaluation of the Board (includingCommittees) and every Director (including IndependentDirectors) pursuant to provision of Section 134, Section149 read with Code of Independent Directors (ScheduleIV) and Section 178 of the Companies Act, 2013 and(Listing Obligations and Disclosure Requirements)Regulation, 2015.Based on these criteria, the performance of the Board,various Board Committees viz. Audit Committee,Stakeholder’s Relationship Committee, Nomination andRemuneration Committee, and Individual Directors(including Independent Directors) were evaluated.



MEETINGSThe table below gives the details of Directors’ attendance at the Board Meetings and at the last Annual General Meeting.Attendance of each Director at the Board Meeting and the last Annual General Meetings (AGM)

NAME OF DIRECTORS NO. OF BOARD NO. OF BOARD ATTENDENCE OFMEETINGS HELD MEETINGS ATTENDED LAST AGM

Mr. Ajit Kumar Agarwala 12 12 No

Mrs. Shashikala Agarwala 12 7 No

Mr. Rajendra Kanodia 12 12 Present

Mr. Hemant Kumar Agarwal 12 12 Present

Mr. Jayanta Kumar Natwarlal Raja 12 5 Present

Mr. Milan Krisna Sarkar 12 5 No

a) During the year under review, 12 (Twelve) Board Meetings were held. The maximum time-gap between any twomeetings did not exceed four months. The dates on which meetings were held are given below:

April 8, 2016 August 13, 2016 November 14, 2016 January 27, 2017May 30, 2016 October 17, 2016 November 21, 2016 February 14, 2017June 03, 2016 October 28, 2016 December 20, 2016 March 17, 2017

b) Number of other Directorship and Chairmanship/Membership of Committee of each Director in other Companies:

NO. OF DIRECTORSHIPS NO. OF CHAIRMANSHIP/IN OTHER COMPANIES MEMBERSHIP IN OTHER

NAME OF DIRECTORS (EXCLUDING PRIVATE/ BOARD COMMITTEES*FOREIGN COMPANIES)

Mr. Ajit Kumar Agarwala 6 NILMrs. Shashikala Agarwala 5 NILMr. Rajendra Kanodia 6 NILMr. Hemant Kumar Agarwal NIL NILMr. Jayanta Kumar Natwarlal Raja NIL NILMr. Milan Krisna Sarkar NIL NIL


1. For the purpose of considering the limit of thecommittees on which a director can serve, all publiclimited companies, whether listed or not, shall beincluded and all other companies including privatelimited companies, foreign companies and companiesunder Section 8 of the Companies Act, 2013 shall beexcluded.

2. In accordance with Regulation 27(2) of the LODRRegulation, Membership / Chairmanship of only AuditCommittee and Stakeholders’ RelationshipCommittee in all public limited companies (excludingTerai Tea Co Limited) have been considered.

3. Other directorship includes directorship in publiccompanies only.

4. None of the Directors is a member in more than 10committees or act as a Chairman of more than fivecommittees across all companies in which he is aDirector and the same is in compliance with SEBI(Listing Obligations and Disclosure Requirements)Regulation, 2015 “Listing Regulation.”

5. None of the Directors on the Board serve as anIndependent Director of more than 7 (Seven) listedcompanies across all companies in which he/she isa Director. Further, the Director on the Board servingas a Whole Time Director in a listed company is notserving as an Independent Director of more than 3(Three) listed companies across all companies inwhich he/she is a Director.


6. Further, in compliance with Section 165 of the Companies Act, 2013, none of the Directors on the Board holddirectorship in more than 20 (Twenty) companies at the same time with the directorship in public companies notexceeding 10 (Ten). All the Directors have made necessary disclosures regarding directorship/committee positionsoccupied by them in other companies in accordance with Regulation 26 (1) & (2) of SEBI (Listing Obligations andDisclosure Requirements) Regulation, 2015.

c) Disclosure of relationship between Directors:No Director is related to any other Directors on the Board in term of definition of relatives given under the CompaniesAct, 2013, except Mrs. Shashikala Agarwala who is the wife of Mr. Ajit Kumar Agarwala.

d) Number of Shares held by Non Executive Directors

NAME OF DIRECTORS CATEGORY No. of Share Held

Mrs. Shashikala Agarwala Non-Executive, Non-Independent 18,98,800Director and Promoter (Women Director)

Mr. Hemant Kumar Agarwal Non-Executive and Independent Director ––

Mr. Jayanta Kumar Natwarlal Raja Non-Executive and Independent Director ––

Mr. Milan Krisna Sarkar Non-Executive and Independent Director ––


The Company has adopted a Code of Conduct specifi-cally for the members of the Board of Directors and/ormembers of the Senior Management of the Company,which sets out as follows:1. Conflict of Interest

Ø To conduct them ethically and honestly and actin the interests of the Company

Ø To avoid situations that might lead to a conflictbetween his personal interests and the interestsof the Company.

Although it is difficult to describe all situations, whichcould create a conflict of interest, the following are someexamples:1. Working for a competitor/ supplier/ client while

working for the Company.2. To serve as a Director/Employee in Top Executive

Management of any Company that competes withthe Company.

3. One may accept Directorship or Employment of aCompany / Supplier or Business Partner only afterobtaining approval from the Company’s LegalDepartment.

4. Accepting gifts/ receiving discounts from competitors5. Personally taking a business opportunity that arises

due to a Senior Manager’s position6. Receiving a loan or a guarantee or an obligation

arising due to his position.2. Confidential InformationØ Each Director & Senior Manager is expected to

protect the Company’s confidential proprietarybusiness information.

Ø Each Director & Senior Manager’s commitmentis evidenced by a confidentiality agreement.

Ø Being a Director / Senior Member, one isexpected to keep certain informationconfidential which have been discussed in theSenior Management Meetings.

Ø Re-enforcing the confidentiality agreement asstated in the appointment terms and conditionsas well as in the service rule of the Organization.

Ø Only authorized Company spokesperson maycommunicate with the press on behalf of theCompany.

3. Public DisclosuresThe Company is committed to all of its publicdisclosures and reports being full, fair, accurate,timely and understandable.

4. Legal ComplianceThe Company recognizes to conduct its businesswith honesty, integrity and in full compliance with allapplicable laws, rules and regulations. All Directors& Senior Managers are required to abide by thestatutory requirements.

5. Share TransactionsAll Board Members & Senior Managers should reporttheir holding in the Company. There should exist ablock period of two weeks (before the quarterlyresults etc.) when one cannot trade in the Company’ssecurities.In accordance with the SEBI Guidelines, one isexpected to refrain from “Insider trading” by misusingany unpublished price-sensitive information.


6. Fair Business PracticesEach Director / Senior Manager of the Organizationis committed to conduct business fairly withoutengaging in corrupt practices and unfair competition.Therefore, manipulation, concealment, abuse ofprivileged information, misrepresentation of facts isnot considered as fair business practice.

7. Supporting Loyalty & RespectEach Director & Senior Manager will abide by andpromote Company’s environment of mutual trust andloyalty. If any Director / Senior Member breach thistrust, then he/ she will be subject to appropriatecorrective action including dismissal or removal fromoffice.

8. Open CommunicationEach Senior Manager is encouraged to discussconcerns raised by anyone in the Company, or reportany suspected breach to CMD. The Company willnot tolerate any form of retaliation for reports orconcerns that were made in good faith.

9. Corporate Policy AwarenessAll Senior Managers must be aware of all thecorporate policies governing the Code of Conductof employees and the Company’s ManagementSystem.

10. Company BrandingAll Director & Senior Managers are expected to giveresponsible views about the Company and itsperformance.

11. Black out PeriodAll Directors & Senior Managers are expected toadhere to black out policy during which tradingwindow is closed for them.

12. Amendment of the CodeThe Company recognizes that only the ManagingDirector of the Company may amend this Code asand when required.

13. Violation of the Code of ConductIf there is a violation of the above-mentioned Codeof Conduct by any of the Senior Managers,depending on the seriousness/ severity of the issuewill be taken up by a Committee, headed by the MDof the Company for appropriate action as deemedfit.

B. AUDIT COMMITTEEThe constitution of Audit Committee is as perRegulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 andsection 177 of the Companies Act, 2013.Composition Meeting and attendance during theyearThe terms of reference, role and scope of AuditCommittee are in line with the provisions of Section177 of the Companies Act, 2013 and Regulations18 of SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015. The AuditCommittee of the Board, inter alia, providesreassurance to the Board on the existence of aneffective internal control environment.The Audit Committee is constituted by three Non-Executive Independent Directors (NEID), all of whomare financial literate and they have accounting orrelated financial management expertise. Mr. HemantKumar Agarwal, Chairman of the Committee isamong the Non-Executive Independent Directors.The Company Secretary acts as the Secretary ofthe Audit Committee. During the year 4 (Four)meetings of the Audit Committee were held on May30, 2016, August 13, 2016, November 14, 2016 andFebruary 14, 2017.The maximum time gap betweenany two consecutive meetings did not exceed 4(Four months). Moreover, the quorum of minimum2 (Two) Independent Directors, as required by theListing Regulations, was present in all the meetingsof the Audit Committee held during the year. Theconstitution of the Committee, number of meetingsheld and attendance of the members are givenbelow:

Names of the Directors Position Held Category No. of MeetingsHeld Attended

Mr. Hemant Kumar Agarwal Chairman Independent, 4 4Non-Executive

Mr. Jayantakumar Member Independent, 4 4Natwarlal Raja Non-ExecutiveMr. Milan Krisna Sarkar Member Independent, 4 4

Non-Executive



The Audit Committee functions as a bridge between theadministration of the Company and its Board in allfinancial and accounting matters including budget. Theterms of reference for Audit Committee include:(i) The recommendation for appointment, remuneration

and terms of appointment of auditors of theCompany;

(ii) Review and monitor the auditor’s independence andperformance, and effectiveness of audit process;

(iii) Examination of the financial statement and theauditors’ report thereon;

(iv) Approval or any subsequent modification of trans-actions of the company with related parties;

(v) Scrutiny of inter-corporate loans and investments;(vi) Valuation of undertakings or assets of the company,

wherever it is necessary;(vii) Evaluation of internal financial controls;(viii) Monitoring the end use of funds raised through public

offers and related matters.Statutory Audit ObservationsWhile reviewing the financial records for the yearunder report, the Audit Committee took note that therewere no observations of the Statutory Auditors.

C) STAKEHOLDERS RELATIONSHIP COMMITTEEComposition & terms of referenceThe Stakeholders Relationship Committee isconstituted as per Regulation 20 of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 and section 178 (5) of theCompanies Act, 2013.Stakeholders RelationshipCommittee comprises of three (3) Directors namelyMr. Jayantakumar Natwarlal Raja (Non-ExecutiveIndependent Director) who is the Chairman of theCommittee ,Mr. Milan Krisna Sarkar (Non-ExecutiveIndependent Director) and Mr. Hemant Kumar Agarwal(Non- Executive Independent Director, Mr. RoshanDave, Company Secretary acts as the Secretary tothe Stakeholders Relationship Committee. ThisCommittee additionally monitors the relationship withStakeholders including Shareholders, Employees,Customers, Vendors, Government and Society. Suchmeetings are held on quarterly basis and theShareholders’ complaints and grievances are reviewedin detail by the Committee and prompt and effectivedirections are given to the Registrars for properdisposal. During the Financial Year 2016-17 theCompany has not received any complaint from theShareholders / Investors of the Company and noqueries are pending to be resolved as on date.

Status of Investors’ Complaints :

Number of complaints received during the year NilNumber of complaints resolved up to 31st March, 2017 NilNumber of complaints not solved to the satisfaction of shareholders NilNumber of complaints pending as on 31st March, 2017 Nil

Meeting and Attendance during the yearDuring the financial year nine (4) meetings of the Stakeholders Relationship Committee were held on April 13, 2016,August 18, 2016, October 13, 2016, February 14, 2017 for the year ended March 31st, 2017 and attendance of themembers are given below :

MEMBERS MEETING HELD MEETINGS ATTENDEDMr. Hemant Kumar Agarwal 4 4Mr. Jayantakumar Natwarlal Raja 4 4Mr. Milan Krisna Sarkar 4 4

D) NOMINATION & REMUNERATION COMMITTEE:The Nomination and Remuneration Committee isconstituted as per Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 and section 178 (1) of the Companies Act, 2013.Composition:The Nomination & Remuneration Committee of theCompany comprises of three (3) Non-ExecutiveIndependent Directors, Mr. Milan Krisna Sarkar is theChairman of the Committee Mr. Jayantakumar NatwarlalRaja (Non- Executive Independent Director), Mr. Hemant

Kumar Agarwal (Non- Executive Independent Director andthe Company Secretary acts as the Secretary of theNomination & Remuneration Committee.Terms of reference:This Committee recommends and reviews theCompensation packages, commission payable toDirectors/ Executives and Managing Director of thecompany, thereof within the limit approved by theshareholders from time to time. During the financial yearone (1) meeting of Nomination and RemunerationCommittee was held on August 13, 2016.



Names of the Directors Position Held Category No. of MeetingsHeld Attended

Mr. Milan Krisna Sarkar Chairman Independent, Non-Executive 1 1

Mr. Jayantkumar Natwarlal Raja Member Independent, Non-Executive 1 1

Mr. Hemant Kumar Agarwal Member Independent, Non-Executive 1 1


The Composition and Attendance of the Director’s Remuneration Committee Meeting:

Remuneration PolicyRemuneration policy of Terai Tea Co. Ltd comprisingmembers of the Board of Directors (“Board”), Key Mana-gerial Personnel and the Senior Management Person-nel of the Company.The objective of the remuneration policy is to enable theCompany to attract, motivate, and retain qualified indus-

Remuneration paid to the Managing Directors

Name of the Director Gross Salary Value of Perquistites Total Salary(` in Lacs) (` In Lacs) (` in Lacs)

Shri Ajit Kumar Agarwala 36.72 –– 36.72

VII. GENERAL BODY MEETINGSi) Annual General Meeting :

Annual General Meeting of the Company during the preceding Three(3) years were held at the RegisteredOffice of the Company at 10,Government Place (East) Kolkata - 700 069.Date and time of Annual General Meetings held during the preceding Three (3) years are as follows:

LOCATION DATE TIME

10, Government Place (East) , Kolkata – 700 069 September 30, 2016 10.30 A.M.



try professionals for the Board of Management and otherexecutive level in order to achieve the Company strategicgoals. The remuneration policy acknowledges the inter-nal and external context as well as the business needsand long term strategy. The policy is designed to encour-age behavior that is focused on long-term value creation,while adopting the highest standards of good CorporateGovernance.

with recognized best practices. Overall remuneration(sitting fees and commission) should be reasonable andsufficient to attract, retain and motivate Directors alignedto the requirements of the Company, taking intoconsideration the challenges faced by the Company andits future growth imperative.Contribution of the Non-Executive Directors in Board andCommittee Meetings, time devoted by them, participationin strategic decision making, timely guidance to the Boardon important policy matters of the Company, performanceof the Company and industry practices and benchmarksforms the main criteria for determining payments to Non-Executive Directors.Sitting feesNon-Executive Directors are paid a sitting fees of ̀ 20,000/-for during the financial year 2016-17.These fees have been decided taking into considerationthe extend of business transacted at various meetings.

Criteria of making payments to Non-ExecutiveDirectorsWith changes in the Corporate Governance normsbrought by the Company’s Act, 2013 as well as the ListingRegulations, the role of Non-Executive Directorsparticularly the Independent Directors and the degreeand quality of their engagement with the Board and theCompany has undergone significant changes. TheCompany is being hugely benefited from their expertise,advice and inputs. They devote their valuable time indeliberating on the strategic and critical issues in thecourse of the Board and Committee meetings of theCompany and give valuable advice, suggestions andguidance to the management of the Company from timeto time.The Company believes that remuneration paid to its Non-Executive Independent Directors should be reflective ofthe size of the Company and complexity of the Sector/Industry/Company’s operations and should be consistent


Annexure “F” to the Directors’ Report (Contd.)ii) Special Resolution passed in the last three AGM:a) In the AGM on 29th Sept. 2015 : One Special

Resolution was transacted to provisions of section196,197,203 and other applicable provision if any,of the Companies Act, 2013.

iii) All the resolutions set out in the respective noticeswere passed by the shareholders.

iv) No Resolution was put through postal ballot duringthe year 2015-16.

Subsidiary CompaniesDuring the year under review the company has no sub-sidiary company.OTHER DISCLOSURES :Disclosure on Materially Significant Related PartyTransactions :All transactions entered into with Related Parties asdefined under the Companies Act, 2013 and under ListingRegulation, during the financial year were in the ordinarycourse of business and on an arms length pricing basisand do not attract the provisions of Section 188 of theCompanies Act, 2013. There were no materiallysignificant transactions with related parties during thefinancial year which were in conflict with the interest ofthe Company. Suitable disclosures as required by theAccounting Standards (AS18) have been made in theNote No. 28 to the Financial Statements.The Policy on Related Party Transactions as approvedby the Board is uploaded on the Company’s website andmay be accessed at the link www.teraigroup.com.Disclosure on Accounting Treatment:In the preparation of the Financial Statements, theCompany has followed the Accounting Standards referredto in Section 133 of the Companies Act, 2013. Thesignificant accounting policies which are consistentlyapplied have been set out in the Notes to the FinancialStatements.Details of Non-Compliance by the Company,Penalties, Strictures Imposed on the Company bythe Stock Exchanges, SEBI or any Statutory Authorityon any matter related to Capital Markets:The Company has complied with all the requirements ofthe Listing Regulations,with the Stock Exchanges as wellas regulations and guidelines of SEBI. No penalties orstrictures were imposed by SEBI, Stock Exchanges orany authority on matters relating to Capital Markets duringthe last three years.Risk Management:The Company has laid a comprehensive Risk Assessmentand Minimization Procedure which was presented to theAudit Committee and reviewed by the Board from time totime. These procedures are reviewed to ensure thatexecutive management controls risk through means of aproperly defined framework.

Vigil Mechanism/Whistle Blower Policy:In compliance with provisions of Section 177(9) of theCompanies Act, 2013, the Company has framed a VigilMechanism/Whistle Blower Policy and the same has alsobeen placed in the website of the Company. None of theemployees of the Company has been denied access tothe Audit Committee.Policy on Materiality of and Dealing with RelatedParty TransactionsRelated Party Transactions can present a potential oractual conflict of interest which may be against the bestinterest of the Company and its shareholders. Consideringthe requirements for the approval of related partytransactions as prescribed under the Companies Act,2013 and Regulations 23 of the Listing Regulations, theCompany has formulated a ‘Policy on Materiality of andDealing with Related Party Transactions’ for identificationof related parties, setting out the materiality thresholdand the proper conduct and documentation of all lawsand regulations. The’ Policy on Materiality of the Dealingwith Related Party Transactions’ has been put up on thewebsite of the Company at: http://www.teraigroup.comDetails of Compliance with Mandatory Requirementsand adoption of Non-Mandatory Requirements :The Company has complied with all the applicablemandatory requirements. The Company has not adoptedthe non-mandatory requirements of the ListingAgreement.PREVENTION OF INSIDER TRADINGThe Company has adopted a Code of Conduct forPrevention of Insider Trading with a view to regulatetrading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares bythe Directors and the designated employees while inpossession of unpublished price sensitive information inrelation of the Company and during the period when theTrading Window is closed. The Company Secretary isresponsible for implementation of the Code.All Board Directors and the designated employees haveconfirmed compliance with the Code.MD / CFO CERTIFICATION :The Managing Director and Chief Financial Officer of theCompany have issued necessary certificate pursuant tothe provisions of Regulations 17 (8) of the ListingRegulations certifying that the financial statement do notcontain any materially untrue statement and thesestatements represent a true and fair view of theCompany’s affairs..The same is attached and forms partof the Annual Report.




Annexure “F” to the Directors’ Report (Contd.)COMPLIANCE CERTIFICATE OF THE COMAPANY SECRETARYCertificate from the Company’s Secretaries M/s MR & Associates, Kolkata- CP No 2551, confirming compliance withconditions of Corporate Governance as stipulated of the Listing Regulations is attached and forms part of Annual Report.MEANS OF COMMUNICATION:

Quarterly / Half-yearly report The Result of the Company are published in the News-Paper and uploaded on the Website of the Company

Any website, where displayed Yes, at www.teraigroup.comWhether, it also displays official news releases NoThe presentations made to institutional investors the analysts NoNewspapers in which results are normally “Eco of India” in English and published in

“Arthik Lipi in Bengali.Whether Management Discussion & YesAnalysis Report is a part of Annual Report or not

SHAREHOLDER INFORMATION:a) Annual General MeetingDate September 23, 2017Time 10.30 A.M.Venue Terai Tea Co. Ltd.”Ezra Mansion”, 1st Floor,

10, Government Place (East), Kolkata – 700 069

b) Financial Calendar (Tentative and subject to change)Particulars Date of Board meeting for approvalAnnual Accounts for 2016-17 4th week of May, 2017Financial results for First Quarter 2nd week of September, 2017Financial results for Second Quarter 2nd week of November, 2017Financial results for Third Quarter 2nd week of February, 2018Financial Result for the year ended Last Week of May, 2018

c) Book ClosureBooks shall remained closed from September 18th, 2017 to September 23rd 2017 (both days inclusive)

d) Listing in Stock Exchangei) The shares of the company are listed as detailed below:The Stock Exchange Stock CodeBombay Stock Exchange Limited Phiroza Jeejeebhoy 530533Tower, 25th Floor,Dalal Street, Mumbai-400001Calcutta Stock Exchange Association Limited 301057, Lyons Range, Kolkata-700001Ahemdabad Stock Exchange Limited 60857Kamdhenu Complex, Ahmedabad-380015Jaipur Stock Exchange Limited 596Indra Place, J.L.N. Marg, Jaipur-302017ISIN Number for NSDL/CDSL INE 390D1011CIN No L51226WB1973PLC029009The Company has paid Annual Listing fees to Bombay Stock Exchange for the year 2017-18.ii) Depositories :National Securities Depository Ltd. Trade World, 4th Floor,Kamala Mills Compound,

Senapati Bapat MargLower Parel, Mumbai-400001Central Depository Services Ltd. Phiroza Jeejeebhoy Tower, 28th Floor,Dalal Street,

Mumbai-400001(e) Demat ISIN Numbers:NSDL ISIN INE 390D1011CDSL ISIN INE 390D1011(f) Registrar and Share Transfer Agents Maheshwari Datamatics Pvt. Ltd.

23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001Tel. (033) 2248-2248, 2343-5029E-mail : [email protected]




Annexure “F” to the Directors’ Report (Contd.)g) Share Transfer System

The request for the transfer of shares held in physical mode should be lodged at the Company’s Registrar ShareTransfer Agents, Maheshwari Datamatics Pvt. Ltd. The Board of Directors has unanimously delegated the powersof share transfer, transmission, sub-division and consolidation to a Share Transfer Committee in order to expeditetransfer, transmission, etc in the physical form. The Committee meets once in every fortnight for approving sharetransfer and for other related activities. Share transfers are registered and returned in normal course within anaverage period of 15 days, if the transfer documents are found technically in order and complete in all respects

h) Market Price DataHigh/low (based on the closing prices) during each month in the financial year 2016-17 on the Bombay StockExchange

Month BSE SENSEX BSECLOSE High Price Low Price Close Price

April, 2016 25606 70.00 45.60 62.00May, 2016 26667 74.40 54.00 57.20June, 2016 26999 75.90 51.00 63.00July, 2016 28051 73.90 60.00 62.25August, 2016 28452 82.95 57.60 64.40September, 2016 27865 69.95 53.15 60.00October, 2016 27930 75.95 53.20 66.90November, 2016 26652 70.80 48.30 54.10December, 2016 26626 67.50 49.00 58.30January, 2017 27655 72.95 55.40 62.10February, 2017 28743 69.10 57.20 59.00March, 2017 29620 69.90 55.25 60.00

High & Low Market Price

Particulars Terai Tea Co. Ltd. V/S BSE SensexTerai Tea Co. Ltd. Share Price BSE Sensex

On 1st April, 2016 53.50 25354On 31st March, 2017 62.85 29687

i) Performance of the Company in Comparision to Sensex


Annexure “F” to the Directors’ Report (Contd.)Distribution of Shareholding As On 31st March, 2017 No. of Shares Held No. of Holders % of Holders No. of Shares % of Capital

Upto 500 1,367 89.23 1,44,898 2.11501-1000 82 5.35 68,942 1.001001-2000 32 2.09 49,337 0.722001-3000 11 0.72 28,036 0.403001-4000 8 0.52 28,719 0.424001-5000 7 0.46 32,189 0.475001-10000 10 0.65 77,888 1.1310001 and above 15 0.98 64,49,291 93.70Total 1,530 100.00 68,79,300 100.00

Shareholding Pattern as on 31st March, 2017

Name of the Shareholders No. of Shares Held % HoldingPromoter & Promoter Group 51,03,100 74.18Non-Promoters Holding- Financials Institutions NIL NIL- Bodies Corporate 12,73,349 18.51- NRI/Foreign Company 150 NIL- Clearing Member 5,612 0.09Indian Public 4,97,089 7.22Total 68,79,300 100.00

Dematerialization of Shares and Liquidity as on 31st March, 2017 Particulars of Shares Equity Shares of ` 10 Each

Number % of Total Dematerialized Form

a) NSDL 64,10,717 93.19b) CDSL 3,10,096 4.50Sub Total 67,20,813 97.70Physical Form 1,58,487 2.30Total 68,79,300 100.00

m) Outstanding GDRs/ ADRS/Warrants or any Convertible Instruments: No GDRS/ADRs/Warrants or Convertible Instruments are issued during the year.n) Details of public funding obtained in last three years: No capital has been raised by way of public funding in past three yearso) Plant Locations:

Bagdogra Tea Estate, P.O. Bagdogra, Dist. Darjeeling, West BengalTerai Tea Factory unit P.O. Kharibari, Dist. Darjeeling, West BengalKarjeepara Tea Factory, P.O. Das Darga, Dist-Jalpaiguri, west BengalAdhikari Tea Factory , P.O. Adhikari, Dist. Darjeeling, West Bengal

p) Address for correspondence:Any assistance regarding share transfer and transmission, change of address, non- receipt of share certificate/ duplicateshare certificate, demat and other matters and for redressal of all share-related complaints and grievances, the Members arerequested to write to or contact the Registrar & Share Transfer Agents or the Share Department of the Company for all theirqueries or any other matter relating to their shareholding in the Company at the addresses given below:

1. The Company’s Registered Office: TERAI TEA COMPANY LIMITED10, Government Place (East), 1 st Floor, Kolkata- 700 069.Tele: (033) 4021-4412(34 Lines), Fax: (033) 2248-9182,Email: [email protected],Website: www.teraigroup.com

2. Registrar and Share Transfer Agent: Maheshwari Datamatics Pvt. Ltd.23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001Tel. (033) 2248-2248, 2343-5029E-mail : [email protected]

For and on behalf of the Board

Sd/-Place: Kolkata Ajit Kumar AgarwalaDated : 18th day of August, 2017 Managing Director

DIN : 00265775

mailto:[email protected],Website





Company Secretary Certificate RegardingCompliance of Corporate Governance.

ToThe Member ofTerai Tea Co. Ltd.10, Govt. Place (East)Kolkata-700069

Re: Certificate regarding compliance of conditions of Corporate Governance

1. We have examined the compliance of conditions of Corporate Governance by Terai Tea Company Limited forthe year ended 31st March, 2017 as per relevant provision of Securities and Exchange of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (‘Listing Regulation’) as referred to in Regulations for the period1st April 2016 to 31st March, 2017.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationhas been limited to a review of the procedures and implementations thereof adopted by the Company for ensuringcompliance with the conditions of the certificate of Corporate Governance as stipulated in the said clause. It isneither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, the representationsmade by the Directors and the Management, we certify that the Company has complied with the conditions ofCorporate Governance as stipulated in the SEBI Listing Regulations.

We further state that such compliance is neither an assurance to the future viability of the Company nor of theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For MR & AssociatesCompany Secretaries

Place : Kolkata Sd/-Date : 18th day of August, 2017 Mohan Ram Goenka)

PartnerFirm CP No. 2551

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Declaration Regarding Code of Conduct:To Whom It May Concern

The Company has framed a specific Code of Conduct to be followed by the members of the Board of Directors and theSenior Management Personnel of the Company. We have incorporated in the conduct duties of the Independent Directorsas laid down in schedule IV of the Companies Act, 2013 The said “Code” has been circulated to the members of theBoard and Senior Management Personnel of the Company, who have confirmed compliance of the same for the yearended 31st March, 2017. The Said “Code” is also been posted on www.teraigroup.com the website of the Company.Based on the above, it is hereby declared that the code has been complied with by all.

For Terai Tea Co. Limited

Sd/-

Place : Kolkata Ajit Kumar AgarwalaDate : 18th day of August, 2017 Managing Director

DIN : 00265775




MD/CFO CERTIFICATIONToThe Board of DirectorsTerai Tea Co. Ltd.10, Government Place (East)Kolkata-700069

a) We have reviewed the Financial Statements and the Cash Flow Statement for the year 2016-17 duly audited byP K Shah & Co., Chartered Accountant, Siliguri and that to the best of our knowledge and belief:

• These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

• These statements together present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards, applicable laws and regulations;

b) To the best of our knowledge and belief, there are no transactions entered into by the Company during the year2016-17 which are fraudulent, illegal or violative of the Company’s code of conduct;

c) We do accept responsibility for establishing and maintaining internal controls and that we have evaluated theeffectiveness of the internal control systems of the Company and we have disclosed to the auditors and the AuditCommittee, deficiencies in the design or operation of the internal control, if any, of which we are aware of and thesteps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee that -

• There has not been any significant changes in internal control over the financial reporting during the yearunder review;

• There has not been any significant changes in accounting policies during the year requiring disclosure inthe notes to the financial statements; and

• There were no Instances of significant fraud of which we have become aware and the involvement therein,if any, of the management or an employee having a significant role in the Company’s internal controlsystem over the financial reporting.

For Terai Tea Company Limited

Sd/- Sd/-Ajit Kumar Agarwala Rajendra Kanodia

Place : Kolkata Managing Director Director & CFODated : 18th day of August, 2017 DIN : 00265775 DIN : 00175574


pegging back inflation will help it maintain economicstability in the years ahead. India’s eight core infrastructureindustries –coal,crude oil,natural gas, refineryproducts,fertilisers,steel,cement and electricity registeredcumulative growth of 4.9% during the April-November periodcompared to 2.5% a year ago.

Segment Analysis and Review

The Company is engaged in the Manufacturing of Tea,and Trading of Sugar, Cotton Yarn and various MerchandiFabric etc.

RISK & CONCERN

Factors Affecting the Tea Industry

A number of different factors were highlighted that havethe potential to significantly impact the future of the teaindustry. There are ten major challenges that we believeare the most significant in terms of their implications forthe tea industry:

– Demographic changes

– Resource constraints

– Climate change

– Competition for land and productivity

– Availability of labour and increase in mechanisation

– Balance of power across the supply chain

– Emergence of new business models

– Sustainability leadership in emerging economies

– Improvement in wages and labour welfare in the supplychain

– Consumer attitudes to food value

OVERVIEW OF THE ECONOMY

Global Economy

Global economy growth continued to stagnate followingslow trades, low investments and policy uncertainties inadvanced economies .Major global events during the yearincluded United Kingdom’s decision to leave the EuropeanUnion and the outcome of presidential elections in UnitedStates of America both the events are expected to havelong-term effects on the global economy.Global growth in2016 was estimated at 3.1% and is projected to rise to3.5% in 2017. Growth in emerging markets and developingeconomies is expected to pick up in 2017 on the back offiscal stimulus measures in developed economies andnarrowing of divergence between commodity exportersand importers .The main factors that could possibly weighon the medium term growth prospectus across manyemerging markets and developing economies are weakinvestments,below par levels of productivity coupled withheightened policy uncertainity, and protectionistpressures.

Indian Economy

India emerged as a ‘bright spot’ in an otherwise subduedworld economy when it overtook China in 2015-2016 asthe fastest-growing major economy in the World. ThoughIndia’s fundamentals still remain strong ,the recentdemonetisation initiative undertaken by the IndianGovernment is expected to lower India’s GDP growth from7.6% in FY16 to 6.8% in FY17. The IMF mentioned thatthis cash shortage and slowed private consumption wouldonly be a temporary disruption and otherwise healthyeconomy will return to familiar territories post the predictedslowdown in FY17.The Indian Government’s decisive policymanoeuvres towards ensuring fiscal consolidation and

Annexure “G” to the Directors’ ReportManagement Discussion andAnalysis Report


Annexure “G” to the Director’s Report (Contd.)procedures which form part of its internal control system.The company’s internal control systems are periodicallytested and supplemented by an extensive programme ofinternal audit by independent firms of CharteredAccountants. Audits are finalized and conducted basedon internal risk assessment. Reports of the internal auditorare reviewed by senior management and also placedbefore the audit committee which provides reasonableassurance with regard to safeguarding the Company’sassets, operational efficiency and ensuring complianceswith legal and regulatory framework.

Material Development In Human Resources AndIndustrial Relations

Tea Industry is highly labour intensive and humanresources form the core of the operations. Humanresources are valuable assets of your Company andattention is continuously paid to their development andwell being. Industrial relations at all the Estates remainsatisfactory, Inspite of having a sizable strength.Employee–Management relations remained cordialthroughout the year. Continuing education and training ofemployees at all levels of the Company, particularly at itsplantations, contribute to development of human resource.Various welfare measures continue to be carried out,particularly at the Company’s Tea Estates .During theyear under review, Welfare Week Programmes have beencarried out at all the Estates of your Company.

Cautionary Statement

The statements in the report of the Board of Directorsand the Management’s Discussion and Analysis reportdescribing the company’s projections, estimates,expectations or predictions may be forward lookingstatements within the meaning of applicable securities lawsand regulations. Actual results could differ materially fromthose expressed or implied since the company’soperations are influenced by many external and internalfactors beyond the control of the company. Further TeaIndustry depends upon the vagaries of nature and anyadverse favorable situation can reverse the wholesituation.

An evaluation of the future of tea indicates that there is agreat deal of uncertainty about what the tea sector couldlook like by 2030. And this uncertainty is compounded bydifficulties in predicting how these different factors mightinteract with one another.

FUTURE PROSPECTS

Tea 2030

The numerous sustainability challenges faced by manyindustries, including the tea industry, are too big for anyone company to address alone; rather they need the co-operation of all parts of the value chain working together.

For the first time in history, some of the key players in thetea sector have come together to explore the future for teain a collaborative project called Tea 2030. They are workingjointly to identify the key challenges, forecasting the issuesthat need to be addressed and combining their knowledgeand expertise to deliver new solutions that will overcomethe issues facing the sector – creating a shared vision forwhat the global tea industry can do together to ensure ithas a prosperous and sustainable future. They are fullycommitted to implement this initiative in compliance withall applicable laws.

Led and facilitated by Forum for the Future, the leadingglobal sustainability non-profit, this report presents thechallenges and opportunities the tea sector will face inthe future, including 4 possible future scenarios for thetea industry. The report marks the end of phase II of Tea2030 which set out to explore the future for tea and thebeginning of the implementation phase of Tea 2030.

Financial review & Analysis

The Company’s financial position is strong enough whichhas helped Company to pass through in turbulent times.The development work in garden is always given top priorityfor improvement in quality as well as quantity. The surplusfund of the Company is deployed in such a way thatreasonable returns are derived.

Internal Control System And Their Adequacy

The company has established suitable internal controlsystem and has laid down policies, guidelines and


Registered Office : Sd/-10,Government Place (East) AJIT KUMAR AGARWALAKolkata – 700 069 Managing DirectorDated, 18th day of August, 2017 DIN : 00265775


2016-17 2015-16 2014-15 2013-14 2012-13

A. Assets Owned by the Company

1. Fixed Assets:

Gross Block (Incl. Capital Work in Progress) 70,62,09,389 69,91,16,465 69,56,90,740 67,97,32,683 64,66,48,346

Less : Accumulated Depreciation 38,53,24,580 36,92,53,409 35,07,69,233 32,69,92,250 30,72,91,127

Net Block 32,08,84,809 32,98,63,056 34,49,21,507 35,27,40,433 33,93,57,219

2. Investments (at cost )

a. Long Term Trade (Unquoted)Equity Shares. 7,15,42,227 6,89,92,227 6,62,56,567 5,93,14,283 4,71,15,593

b. In Subsidiary Co. ( Unquoted ) –– –– –– –– ––

c. Short Term Non-trade ( Quoted ) 9,70,011 9,70,010 –– 12,33,211 12,33,211

d. Others ( Unquoted ) 50,00,000 1,75,28,538 1,75,28,538 1,43,72,497 3,69,85,437

e. Short Term (Quoted) Equity Shares 7,75,43,906 6,44,92,415 6,29,27,327 5,88,65,362 3,26,43,064

15,50,56,144 15,19,83,190 14,67,12,432 13,37,85,353 11,79,77,305

3. Current /Non CurrentAssets Loans & Advances 48,37,74,614 75,74,13,362 77,19,08,229 64,44,25,733 35,05,93,152

4. Miscellaneous Expenditure(to the extent not written off) –- –– –– –– ––

Total Assets 95,97,15,567 1,23,92,59,608 1,26,35,42,168 1,13,09,51,519 80,79,27,676

B. Dues to be Paid by the Company

1. Secured Loan 37,69,87,883 39,74,08,695 42,72,80,540 36,88,48,920 35,41,51,283

2. Unsecured Loan 12,00,000 –– –- 5,06,51,543 17,97,543

3. Current/ Non Current Liabilities & Provisions 16,66,51,377 43,52,22,949 44,05,57,984 31,56,04,652 5,99,13,773

Total Outside Liabilities 54,48,39,260 83,26,31,644 86,78,38,524 73,51,05,115 41,58,62,599

C. Net Worth Of The Company 41,48,76,307 40,66,27,964 39,57,03,644 39,58,46,404 39,20,65,077

D. Equity shareholder’s Fund

Represented by:

a. Share Capital 6,90,29,250 6,90,29,250 6,90,29,250 6,90,29,250 6,90,29,250

b. Reserves & Surplus 34,58,47,057 33,75,98,713 32,66,74,394 32,68,17,155 32,30,35,826

Total 41,48,76,307 40,66,27,963 39,57,03,644 39,58,46,405 39,20,65,076

E. Net Profit before Taxas disclosed in the P/L& A/C 1,01,42,452 88,93,323 81,24,227 81,41,057 75,84,819

F. Weighted No. of Equity Shares 69,02,925 69,02,925 69,02,925 69,02,925 69,02,925

Net Worth per Equity Share of ` 10/- each 60 59 57 57 57

Earnings per Equity Share Basic 1.20 1.57 0.87 0.60 0.63

Financial Highlights : Balance Sheet

(For the last five years) Amount in `


2016-17 2015-16 2014-15 2013-14 2012-13

A. Income

1. Net Sales 1,29,31,34,861 89,54,82,339 1,19,56,84,114 84,23,33,844 83,10,62,384

2. Other Income 78,17,342 71,84,882 97,74,431 64,46,302 35,16,335

Total Income 1,30,09,52,203 90,26,67,221 1,20,54,58,545 84,87,80,146 83,45,78,719

B. Expenditure

1. Increase/Decrease in stock (1,67,56,657) 1,62,53,239 (40,10,557) 89,46,851 (2,23,20,352)

2. Raw Materials Consumed 33,70,61,365 19,31,60,810 26,20,08,135 23,16,73,513 30,93,10,741

3. Employee Benefit Expenses 5,26,57,101 4,94,31,859 4,93,95,865 4,04,80,939 3,60,45,528

4. Power & Fuel 10,29,81,732 8,61,45,458 10,83,30,468 8,15,31,960 8,54,06,594

5. Consumption Of Stores & Spare Parts 2,71,48,247 2,10,39,486 2,16,57,963 2,04,49,490 1,94,67,392

6. Repairs & Maintenance 2,71,49,625 2,28,81,495 1,75,18,824 1,29,76,807 1,57,91,550

7. Cost of Traded Goods 67,46,97,750 41,91,74,970 64,98,30,702 36,10,08,250 30,31,88,800

8. Selling & Packing Expenses 1,50,34,143 1,28,09,019 1,44,82,468 1,22,25,306 1,10,48,698

9. Administrative Expenses 1,60,15,453 1,45,53,612 1,20,47,590 1,71,90,516 1,88,21,020

10. Finance Cost 3,87,49,821 3,98,39,773 4,84,24,750 3,47,69,873 3,02,56,958

11. Depreciation 1,60,71,171 1,84,84,177 1,76,48,110 1,93,85,584 1,99,76,980

Total Expenditure 1,29,08,09,751 89,37,73,898 1,19,73,34,318 84,06,39,089 82,69,93,909

Profit Before Taxation 1,01,42,452 88,93,323 81,24,227 81,41,057 75,84,810

Provision For Income Tax-Current Tax 21,47,809 25,00,000 14,54,000 17,00,000 14,00,000

Provision For Deferred Tax 2,50,367 (44,40,267) 7,82,389 16,41,000 8,00,000

Income Tax For Earlier Years (4,92,246) (98,275) 7,03,191 10,53,096

Profit After Taxation 82,36,522 1,08,33,590 59,86,113 40,96,866 43,31,714

Balance b/f From Earlier Years (adjusted) 13,79,06,360 12,70,60,948 12,10,74,835 11,69,77,972 11,26,46,258

Balance Carried To Balance Sheet 14,61,42,882 13,78,94,538 12,70,60,948 12,10,74,835 11,69,77,972

Financial Highlights : Profit & Loss A/c

(For the last five years) Amount in `


Independent Auditor’s ReportToThe Members ofTerai Tea Company Limited10, Govt. Place (East)Kolkata - 700 069

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Terai Tea Company Limited (‘The Company’)which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss and the Cash Flow Statementfor the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; making judgements andestimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have takeninto account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made there-under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company’s preparation and fair presentation of the financial statements in orderto design audit procedures that are appropriate in the circumstances, , but not for the purpose of expressing an opinionon the effectivness of the entity’s internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management, as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the Standalone Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalonefinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government ofIndia in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the mattersspecified in the paragraph 3 and 4 of the Order, to the extent applicable.


Independent Auditor’s Report (Contd.)

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2017 taken on recordby the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed asa director in terms of Section 164 (2) of the Act; and

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls, refer to our separate report in “Annexure B”, and

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:

i. There is no likelihood of any material impact of pending litigations on its financial position whichrequires disclosure in its financial statements

ii. The Company has made provision, as required under the applicable law or accounting standards, formaterial foreseeable losses, if any, on long-term contracts; and

iii. There has been no requirement of transfer of any amount to the Investor Education and ProtectionFund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well asdealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016.Based on audit procedures and relying on the management representation we report that the disclosuresare in accordance with books of account maintained by the Company and as produced to us by theManagement.

For P.K. Shah & Co.Chartered Accountants

FRN: 308150ESd/-

P K ShahPlace : Kolkata PartnerDated : May 30, 2017 Membership No. 014740



Annexure - “A” to the Independent Auditors’ ReportThe Annexure referred to in our report to the members of Terai Tea Company Limited for the year ended 31 March 2017.

We report that:

i. In respect of its Fixed Assets-

a. The company has maintained proper records showing full particulars including quantitative details andsituation of fixed assets.

b. Some of the fixed assets have been physically verified by the management in accordance with a program ofverification, which in our opinion provides for physical verification of all the fixed assets at reasonableintervals having regard to the size of the Company and the nature of its assets. According to the informationand explanations given to us no material discrepancies have been noticed on such verification.

c. According to the information and explanations given to us and on the basis of our examination of therecords of the Company, the title deeds of immovable properties are held in the name of the Companyexcept a plot of land at Bangalore acquired by the Company for which registration in the name of thecompany has not been done. All expenses of litigation in respect of the said land are considered as deemedcost of land.

ii. In respect of its inventories as explained to us, the stock of finished products and stores materials of the companyhave been physically verified by the management during the year except for stock of tea lying at warehouse orconsignment agents which has been verified by subsequent sales. The discrepancies between the physicalstocks and the book stocks have been dealt with properly and were not material.

iii. According to the information and explanations given to us, the company has not granted any loans to companies,firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 andtherefore paragraph 3(iii) of the order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with theprovisions of section 185 and 186 of the Act, with respect to the loans and investments made.

v. In our opinion and according to the explanations given to us, the company has not accepted Deposits from thepublic during the year. Therefore, paragraph 3(v) of the Order is not applicable to the company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the order made by the CentralGovernment for the maintenance of cost records under section 148(1) of the Companies Act and are of the opinionthat, prima facie, the prescribed accounts and records have been made and maintained. However, we have notmade a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues including Provident Fund,Income Tax, Sales Tax, Service Tax, Excise Duty, Cess and other material statutory dues applicable to itwith the appropriate authorities during the year.

b. According to the information and explanations given to us, no undisputed amounts payable in respect ofIncome Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other materialstatutory dues applicable to it were in arrears as at 31st March, 2017 for a period of more than six monthsfrom the date they became payable

c. According to the information and explanations given to us and in our opinion, there are no material dues ofcustoms duty, Service Tax, Excise Duty, Cess, Wealth Tax and Income Tax which have not been depositedas on 31st March 2017 on account of any dispute. However according to information and explanations givento us the following dues of income tax, agricultural income tax, sales tax and Vat have not been depositedby the Company on account of disputes-


Independent Auditor’s Report (Contd.)Name of statute Nature of dues Amount (`) Period for which Forum where

it relates dispute pending

Income Tax 2,27,730 Assessment CommissionerAct 1961 Income Tax year 2013-14 (Appeals)

2,30,169 Assessment CommissionerYear 2014-15 (Appeals)

W.B. Agriculture Agriculture 6,96,092 Assessment year West BengalIncome Tax, 1944 Income Tax 1995-96 and 1996-97 Taxation Tribunal

West Bengal VAT & Sales Tax 27,24,449/-## Accounting year Appellate andSales Tax Act, 1994 Disputes 2004-05 Revisional Board

55,34,200/- Accounting year 2006-07, Appellate and2009-10 and 2011-12 Revisional Board

12,61,694/- Accounting year Commissioner2007-08 and 2008-09 (Appeals)

Central Sales VAT & Sales Tax 13,10,610/-## Accounting year Appellate andTax Act, 1956 Disputes 2004-05 Revisional Board

35,38,934/- Accounting year Appellate and2005-06, 2006-07 and Revisional Board2011-12

10,95,010/- Accounting year Commissioner2007-08 and 2008-09 (Appeals)

## Demand stayed by High Court

viii. In our opinion and according to the explanations given to us, the company has not defaulted in repayment of duesto Financial Institution, Bank or Debenture holders.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments)and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x. According to the information and explanations given to us, no material fraud by the Company or on the Companyby its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of theCompany, the Company has paid/provided for managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of theCompany, transactions with the related parties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of theCompany, the Company has not made any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year.

xv. According to the information and explanations given to us and based on our examination of the records of theCompany, the Company has not entered into non-cash transactions with directors or persons connected with him.Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.


FRN: 308150ESd/-

Place : Kolkata P K Shah, PartnerDated : May 30, 2017 Membership No. 014740


Annexure - “B” to the Independent Auditors’ ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Terai Tea Company Limited (“the Company”)as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the yearended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on theinternal control over financial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficientconduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention anddetection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based onour audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribedunder section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether adequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal financial control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordancewith authorisations of management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.





FRN: 308150ESd/-

P K Shah,Place : Kolkata PartnerDated : May 30, 2017 Membership No. 014740

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur and notbe detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periodsare subject to the risk that the internal financial control over financial reporting may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion : In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March2017, based on the internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India.


BALANCE SHEET As at March 31st, 2017 (Amount in `)

Note As at As atParticulars No. 31st March, 2017 31st March, 2016

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds

(a) Capital 3 6,90,29,250 6,90,29,250(b) Reserves and Surplus 4 34,58,47,057 41,48,76,307 33,75,98,713 40,66,27,963

(2) Non - Current Liabilities(a) Long Term Borrowings 5 22,14,63,208 23,40,63,208(b) Long Term Provisions 8 91,79,524 78,38,733(c) Deferred Tax Liabilities 8 33,95,876 23,40,38,608 38,88,122 24,57,90,063

(3) Current Liabilities(a) Short Term Borrowings 6 15,67,24,675 16,33,45,487(b) Trade Payables 7 5,88,78,850 34,73,23,365(c) Other Current Liabilities 7 8,52,49,693 6,25,19,909(d) Short - Term Provisions 8 99,47,434 1,36,52,820

Sub-Total (Current Liabilities) 31,08,00,652 58,68,41,581

Total 95,97,15,567 1,23,92,59,607

II. ASSETS(1) Non - Current Assets

(a) Fixed Assets 9 31,62,77,988 32,96,71,066(b) Capital Work in progress 9 46,06,821 1,91,990(c) Non - Current Investment 10 7,75,12,238 8,74,90,775(d) Trade Receivables 12 1,16,25,921 67,14,672(e) Loans & Advances 15 1,66,94,508 42,67,17,476 1,67,59,507 44,08,28,010

(2) Current Assets(a) Inventories 13 8,48,09,339 7,05,28,346(b) Current Investments 11 7,75,43,906 6,44,92,415(b) Trade Receivables 12 12,84,19,794 37,25,44,999(c) Cash and Cash equivalent 14 94,45,281 1,03,83,123(d) Short-Term Loan and Advances 15 23,27,79,771 28,04,82,714

Sub-Total (Current Assets) 53,29,98,091 79,84,31,597

Total 95,97,15,567 1,23,92,59,607

The accompanying Notes form an integral part of these Financial Statements.This is the Balance Sheet referred to inour report of even date

For and on behalf of the Board of DirectorsP K SHAH & CO.Chartered AccountantsFRN 308150ESd/- Sd/- Sd/- Sd/-P K Shah Ajit Kumar Agarwala Rajendra Kanodia Roshan DavePartner Managing Director Director & CFO Company SecretaryMembership No 14740 DIN : 00265775 DIN : 00175574 ACS 27185Place : KolkataDated : May 30th, 2017


PROFIT AND LOSS STATEMENT For the year ended March 31st, 2017 (Amount in `)

Note For the Year Ended For the Year EndedParticulars No. 31st March, 2017 31st March, 2016

A. CONTINUING OPERATIONS1. Revenue from Operations (Gross) 16 1,29,62,05,582 89,80,54,647

Less: Excise duty 16 30,70,721 25,72,308Revenue from operations (Net) 1,29,31,34,861 89,54,82,339

2. Other Income 17 78,17,342 71,84,8823. Total Revenue (1+2) 1,30,09,52,203 90,26,67,2214. Expenses

(a) Cost of Materials Consumed 18 33,70,61,365 19,31,60,810(b) Purchases of Stock-In-Trade 18 67,46,97,750 41,91,74,970(c) Changes in Inventories of

Finished Goods Work-In-Progressand Stock-In-Trade 19 (1,67,56,657) 1,62,53,239

(d) Employee Benefits Expense 20 5,26,57,101 4,94,31,859(e) Finance Costs 21 3,87,49,821 3,98,39,773(f) Depreciation and Amortisation Expense 9 1,60,71,171 1,84,84,177(g) Other Expenses 22 18,83,29,200 15,74,29,070Total Expenses 1,29,08,09,751 89,37,73,898

5. Profit / (Loss) before Exceptional andExtraordinary Items and Tax (3 - 4) 1,01,42,452 88,93,323

6. Exceptional Items –– ––7. Profit / (Loss) before Extraordinary

Items and Tax (5 + 6) 1,01,42,452 88,93,3238. Extraordinary Items –– ––9. Profit / (Loss) Before Tax (7 + 8) 1,01,42,452 88,93,32310.Tax Expense:

(a) Current Tax Expense for Current Year 21,47,809 25,00,000(b) Current Tax Exp. Relating to Prior Years 2,50,367 ––(c) Deferred Tax (4,92,246) 19,05,930 (44,40,267) (19,40,267)

11. Profit / (Loss) from ContinuingOperations (9 +10) 82,36,522 1,08,33,590

B. Profit/(Loss) fromDiscontinuing Operations –– ––12.Profit / (Loss) for the year 82,36,522 1,08,33,59013.Earnings per Equity Share:

Basic 1.20 1.57Diluted 1.20 1.57

The accompanying Notes form an integral part of these Financial Statements. This is the Profit & Loss referred to inour report of even date



CASH FLOW STATEMENT for the year ended March 31st, 2017 (Amount in `)

For the Year Ended For the Year Ended31st March, 2017 31st March, 2016

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax 1,01,42,452 88,93,323Adjusted for :-Depreciation 1,60,71,171 1,84,84,177Miscellaneous adjustment 11,821 –-Investment Income (61,15,825) (41,68,182)Financial Expenses 3,87,49,821 4,87,16,988 3,98,39,773 5,41,55,768Operating Profit Before Working Capital Changes 5,88,59,440 6,30,49,090Changes inTrade & Other Receivables 23,92,13,955 4,88,92,834Inventories (1,42,80,993) 1,65,34,768Trades payable & Provisions (26,80,79,327) (8,94,767)Loans & Advances 4,77,67,944 (46,21,579) (4,96,60,232) 1,48,72,603Cash Generated from Operations 6,34,81,019 7,79,21,693Interest paid (3,87,49,821) (3,98,39,773)Direct Taxes Paid (23,98,176) (25,00,000)

NET CASH FROM OPERATING ACTIVITIES 2,23,33,022 3,55,81,920B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (70,92,924) (34,25,725)Capital Investment & Development subsidy –– 90,729Interest & Dividend Received 3,83,489 16,28,722Profit on sale of Investments 57,32,337 25,39,460Increase in Investments (30,72,954) (52,70,758)

NET CASH USED FOR INVESTING ACTIVITIES (40,50,052) (44,37,572)C. CASH FLOW FROM FINANCING ACTIVITIES

Increase in Borrowings (1,92,20,812) (2,98,71,846)NET CASH FLOW FROM FINANCING ACTIVITIES (1,92,20,812) (2,98,71,846)D. NET CHANGES IN CASH & CASH EQUIVALENTS (A+B+C) (9,37,842) 12,72,503E CASH & CASH EQUIVALENTS-OPENING BALANCE 1,03,83,123 91,10,620F. CASH & CASH EQUIVALENTS-CLOSING BALANCE 94,45,281 1,03,83,123

AUDITORS’ CERTIFICATEWe have examined the attached Cash Flow statement of Terai Tea Company Limited for the year ended 31st March2017.The Statement has been prepared by the Company in accordance with the requirements of listing agreements andis based on and in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company coveredby our report of even date to the members of the Company.



Notes to Financial StatementsNote 1: Corporate InformationTerai Tea Co Limited is a Public Company domiciled in India and incorporated under the provisions of the Companies Act,1956. Its shares are listed on Bombay Stock Exchange. The Company is engaged in the Manufacturing and Selling of Teaand Trading in Agri-Merchandise.Note 2: Basis of PreparationThe financial statements of the Company have been prepared in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP). The company has prepared these financial statements to comply in all material respectswith the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rule,2014. The financial statements have been prepared on accrual basis and under the historical cost convention except forLand & Plantations, Building and Plant & Machinery acquired before 1st April, 1994 that are carried at revalued amounts.The accounting policies adopted in the preparation of the financial statements are consistent with those followed in theprevious year except for change in the accounting policy explained below.Note 2.1 Summary of Significant Accounting Policiesa. Use of Estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to makeestimates and assumptions considered in the reported amounts of assets and liabilities (including contingentliabilities) and the reported income and expenses during the year. The Management believes that the estimatesused in preparation of the financial statements are prudent and reasonable. Future results could differ due to theseestimates and the differences between the actual results and the estimates are recognised in the periods in whichthe results are known / materialize.

b. Fixed AssetsFixed assets, except Land and Plantation, Building and Plant & Machinery acquired before 1st April, 1994 iscarried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets comprisespurchase price, interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the assetis ready for its intended use and other incidental expenses incurred up to that date. Land & Plantation, Building andPlant & Machinery acquired before 1st April 1994 are stated on revalued figure plus actual cost of acquisition afterthat date less accumulated depreciation and impairment losses, if any.Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the futurebenefits from the existing asset beyond its previously assessed standard of performance. All other expenses onexisting fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, arecharged to the statement of profit and loss for the period during which such expenses are incurred.

c. Depreciation on Fixed Assets–– Depreciation on fixed assets is provided on written down value method at the rates and in the manner

specified in Schedule II to the Companies Act, 2013 and necessary changes in depreciation system hasbeen made as provided in the Act and Schedule.

–– Freehold land and plantation is not depreciated.d. Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on whichsuch investments are made, are classified as current investments. All other investments are classified as non-current investments. All investments are stated at cost.

e. Inventories–– Stock of stores, spare parts and food stuff have been taken on the basis of physical verification conducted by

the management at the year end and valued at cost which is arrived at on FIFO method.–– Stock of tea produced is valued on since sold &/or estimated sales realization basis.

f. Revenue RecognitionRevenue is recognized to the extent that it is probable that the economic benefits will flow to the company and therevenue can be reliably measured.


Notes to Financial Statements (Contd.)–– Sale of Goods

Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of thegoods have been passed to the buyer, usually on delivery of the goods. The company collects value addedtax (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the company.Hence, they are excluded from revenue.

–– Income from ServicesRevenue from services is recognized when the service is completed as per terms of agreement.

–– Other IncomeInterest income is recognized on a time proportion basis taking into account the amount outstanding andthe applicable interest rate. Interest income is included under the head “other income” in the statement ofprofit and loss account. Dividend income is recognized when the company’s right to receive dividend isestablished by the reporting date.

g. Retirement Benefits:Retirement benefits include provident fund, gratuity and leave encashment benefits. Company’s contributions toProvident Fund are charged to Statement of Profit & Loss on accrual basis. In respect of Gratuity, liability has beenprovided for on the basis of actuarial valuation and in respect of leave encashment benefits, the Company accountsfor the same on cash basis and neither the liability is actuarially determined at the end of accounting period nor anyprovision made for accrued liability.

h. Borrowing Costs:Borrowing costs are expensed in the accounting period in which it is incurred except where the cost is incurredduring the construction of an asset that takes a substantial period to get ready for its intended use in which caseit is capitalized. Borrowing cost is net of subsidy on interest received/ receivable as per the Incentive Scheme ofthe Government, where applicable.

i. Provision For Current & Deferred Tax:Tax expense comprises of both Current Tax and Deferred Tax. Deferred Tax reflects the effect of temporary timingdifferences between the assets and liabilities recognised for financial reporting purposes and the amounts thatare recognised for current tax purposes. As a matter of prudence deferred tax assets are recognised and carriedforward only to the extent, there is certainty that sufficient future taxable income will be available against whichsuch deferred tax assets can be realised.

j. Subsidies and Incentives:Subsidies receivable on account of capital assets or of revenue nature are accounted for on the basis of claimsmade with the concerned authorities.

k. Gratuity:Disclosure as per actuarial report of independent actuary:Amount of obligation as at the year end is determined as under

Description March 31, 2017 March 31, 2016

Present Value of Obligation at the Beginning of the year 87,12,554 73,70,239

Interest Cost 6,95,955 6,45,074

Current Service Cost 5,43,009 4,75,502

Actual (Gain) / Loss on Obligation 56,657 2,21,739

Benefits Paid (1,61,925) ––

Present Value of Obligation as at the end of the year 98,46,250 87,12,554


Notes to Financial Statements (Contd.)Change in Plan Assets

Description March 31, 2017 March 31, 2016Plan Assets at the Beginning of the year — —Expected Return — —Contribution 1,61,925 —Actual (Gain) / Loss on Obligation — —Benefits Paid (1,61,925) —Present Value of Obligation as at the end of the year — —

Amount of the Obligation Recognised in Balance Sheet:Description March 31, 2017 March 31, 2016Present Value of Obligation as at the end of the year 98,46,250 87,12,554Fair Value of Plan Assets at the end of the year –– ––Net Assets / (Liability) Recognised in the Balance Sheet (98,46,250) (87,12,554)

Amount of the Gratuity Expenses Recognised in the Statement of Profit and Loss:Description March 31, 2017 March 31, 2016Current Service Cost 5,43,009 4,75,502Interest Cost 6,95,955 6,45,074Expected Return on Plan Assets –– ––Actuarial (Gain) / Loss Recognised During the Year 56,657 2,21,739

Total 12,95,621 13,42,315

Amount of the Obligation Recognised in Balance Sheet:Description March 31, 2017 March 31, 2016Discount Rate Per Annum Compound 7.50% 8.00%Rate of Increase Salaries 6.00% 6.00%Rate of Return on Plan Assets –– ––Expected Average Remaining Working lives of Employees. (years) 16.61% 17.02Withdrawal Rate Varying between 8% per annum to 1% per annum depending on duration and age

of the employees.


Notes to Financial Statements (Contd.) ( Amount in ` )

NOTE - 3 : SHARE CAPITAL

As at As at31st March, 2017 31st March, 2016

Authorised1,00,00,000 Equity shares of ̀ 10 each 10,00,00,000 10,00,00,000

Issued subscribed and paid-up68,79,300 (68,79,300) Equity shares of ̀ 10 each 6,87,93,000 6,87,93,000

Add. Forfeited shares 2,36,250 2,36,250

6,90,29,250 6,90,29,250

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

As at As atEquity Share 31st March, 2017 31st March, 2016

No of shares ` No of shares `

At the Beginning of the period 68,79,300 6,87,93,000 68,79,300 6,87,93,000

Issued during the period –- –– –– ––

Outstanding at the end of the period 68,79,300 6,87,93,000 68,79,300 6,87,93,000

b. Terms/ Rights attached to equity shares

The company has only one class of equity shares having a par value of ̀ 10/- per share. Each holder of equity shareis entitled to one vote per share. The Company declares and pays dividends in indian rupees. The dividend proposedby the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In theevent of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of thecompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders.

c. Details of shareholders holding more than 5% shares in the company

As at As atEquity shares of ` 10 each fully paid 31st March, 2017 31st March, 2016

No of shares % holding No of shares % holding

Ajit Kumar Agarwala 25,76,800 37.46% 25,76,800 37.46%

Shashikala Agarwala 18,98,800 27.60% 18,98,800 27.60%

Abhijit Tea Company Pvt Ltd 4,70,000 6.83% 4,70,000 6.83%

As per the records of the Company, including its register of shareholders/members and other declarations receivedfrom shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownershipof shares.



Term Loan referred above includes : (a)Term Loan from Central Bank of India carrying interest @ MCLR plus 0.60% p.a.secured by bank’s charge on replantation in the Company’s Bagdogra Tea estate and also guaranteed by its Directors Sri AjitKumar Agarwala and Smt Shashikala Agarwala (b) Term Loan from Corporation Bank carries interest @ base rate plus 0.25%p.a. and is secured against company’s factory and stocks (c) Term Loan from Indusind Bank carries interest @ 9.70% and isrepayable after 18 months and is secured by equitable mortgage of land of Abhijit Tea Company Private Limited asCo-borrower (d) Term Loan from Yes Bank carries interest @ 9.10% and is repayable after 24 months and is secured byequitable mortgage of land of Abhijit Tea Company Private Limited as Co-borrower.

As at As at 31st March, 2017 31st March, 2016

NOTE 4: RESERVES AND SURPLUSCapital ReservesCapital SubsidiesAt the beginning of the year 7,96,44,067 7,95,53,338Addition during the year –– 90,729

Total at the end of the year (A) 7,96,44,067 7,96,44,067Revaluation ReserveAt the beginning of the year 3,76,70,833 3,76,70,833Balance at the end of the year (B) 3,76,70,833 3,76,70,833

Share Premium (C) 7,64,56,000 7,64,56,000Share Forfeiture Amount (D) 9,45,000 9,45,000General ReserveAt the beginning of the year 49,88,275 49,88,275Total at the end of the year (E) 49,88,275 49,88,275Surplus as Per Profit and Loss AccountBalance brought from Previous Year 13,78,94,539 12,70,60,948Sundry Adjustments 11,821 ––During the year 82,36,522 1,08,33,590

Balance at the end of the year (F) 14,61,42,882 13,78,94,538

Total (A+B+C+D+E+F) 34,58,47,057 33,75,98,713

NOTE 5: LONG TERM BORROWINGSTerm Loan from Banks (Secured)a) Central Bank of India 47,63,208 1,45,63,208b) Corporation Bank Ltd. 80,00,000 1,20,00,000c) Yes Bank Ltd 11,00,00,000 11,00,00,000d) Indusind Bank Ltd. 9,75,00,000 9,75,00,000

22,02,63,208 23,40,63,208Term Loan (Others)Unsecured Loans 12,00,000 ––The above amount includesSecured Borrowings 22,02,63,208 23,40,63,208Unsecured Borrowings 12,00,000 ––



NOTE 6 : SHORT TERM BORROWINGS

Working Capital Loan from Banks - (Secured)

a) Central Bank of India 10,46,08,795 10,70,13,407

b) Bank of India 4,07,33,355 3,32,13,368

c) Corporation Bank 1,13,82,525 2,31,18,712

15,67,24,675 16,33,45,487

The above amount includes

Secured Borrowings 15,67,24,675 16,33,45,487

Working Capital loans are against bank’s exclusive 1st charge by Hypothecation of stocks of finished goods, raw materialsand stores and book debts and equitable mortage of land and building in Tea Garden and Tea Factory and guaranteed by itsDirectors Sri Ajit Kumar Agarwala and Smt Shashikala Agarwala. CC limit from Bank of India carries interest MCLR + 0.80%effective 10.20% and from Central Bank of India carries interest @ MCLR plus 0.60% and from Corporation Bank interest @ BRplus 0.25%.


NOTE 7 : OTHER CURRENT LIABILITIESTrade Payables 5,88,78,850 34,73,23,365Other LiabilitiesCurrent Maturities of Long Term Debt. :-(a) Central Bank of India 1,07,01,271 1,14,10,978(b) Corporation Bank 40,31,612 40,74,679(c) Axis Bank –- 8,96,788Unsecured Loans 20,00,000 ––Other Liabilities 6,85,16,810 4,61,37,464

8,52,49,693 6,25,19,90914,41,28,543 40,98,43,274

NOTE 8 : PROVISIONS

Non-Current Current31st March 17 31st March 16 31st March 17 31st March 16

For Bonus –- –– 64,50,000 55,00,000For Income Tax –- –– 26,05,708 70,54,000For Deferred Tax 33,95,876 38,88,122 –– ––For Gratuity 91,79,524 78,38,733 6,66,726 8,73,820For Audit Fees –– –– 2,25,000 2,25,000

1,25,75,400 1,17,26,855 99,47,434 1,36,52,820


NOTE - 9 : FIXED ASSETS AS ON 31.3.2017G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

Particulars Opening Additions Adjst./Sold Closing Upto Last year For the year Adjst./Sold Total to Date This Year Upto Last year

LAND & PLANTATION 15,73,39,670 16,88,680 –– 15,90,28,350 –– –– –– –– 15,90,28,350 15,73,39,670FACTORY BUILDING 19,60,88,068 –– –– 19,60,88,068 11,52,34,105 54,71,564 –– 12,07,05,669 7,53,82,399 8,08,53,962BUILDING & STRUCTURE 1,11,24,815 –– –– 1,11,24,815 73,07,158 2,84,828 –– 75,91,986 35,32,829 38,17,657PLANT & MACHINERY 24,61,98,408 2,19,830 –– 24,64,18,238 19,03,46,731 80,36,115 –– 19,83,82,846 4,80,35,392 5,58,51,677FURNITURE & FIXTURE 1,46,45,576 3,59,034 –– 1,50,04,610 1,08,64,711 8,24,159 –– 1,16,88,869 33,15,740 37,80,865AIR CONDITIONER 6,76,724 –– –– 6,76,724 6,35,178 7,761 –– 6,42,939 33,786 41,546DATA PROCESSING UNIT 16,43,919 36,557 –– 16,80,476 12,86,212 1,14,115 –– 14,00,327 2,80,149 3,57,707VEHICLES 1,67,45,372 –– –– 1,67,45,372 1,46,33,326 5,92,272 –– 1,52,25,598 15,19,775 21,12,046ELECTRIC INSTALLATION 1,91,26,321 –– –– 1,91,26,321 1,64,25,583 3,14,374 –– 1,67,39,956 23,86,365 27,00,738IRRIGATION EQUIPMENT 1,34,32,775 –– –– 1,34,32,775 1,06,55,093 3,56,492 –– 1,10,11,585 24,21,191 27,77,683OFFICE EQUIPMENT 20,93,125 43,723 –– 21,36,848 18,65,313 69,493 –– 19,34,806 2,02,042 2,27,812GOLD & SILVER 1,40,73,951 3,30,270 –– 1,44,04,221 –– –– –– –– 1,44,04,221 1,40,73,951DHARANIPUR TEA ESTATE 53,85,140 –– –– 53,85,140 –– –– –– –– 53,85,140 53,85,140LAND AT BANGALORE 3,50,611 –– –– 3,50,611 –– –– –– –– 3,50,611 3,50,611

69,89,24,475 26,78,093 –– 70,16,02,568 36,92,53,409 1,60,71,171 –– 38,53,24,580 31,62,77,988 32,96,71,066CAPITAL WORK IN PROGRESS 1,91,990 44,14,831 –– 46,06,821 –– –– –– –– 46,06,821 1,91,990T O T A L 69,91,16,465 70,92,924 –– 70,62,09,389 36,92,53,409 1,60,71,171 –– 38,53,24,580 32,08,84,809 32,98,63,056PREVIOUS YEAR FIGURES’ 69,56,90,740 34,25,725 –– 69,91,16,465 35,07,69,232 1,84,84,177 –– 36,92,53,409 32,98,63,056 34,49,21,507


NOTE - 10 : NON-CURRENT INVESTMENTAs at As at

31st March, 2017 31st March, 2016 Face No. of Cost No. of CostValue Shares/Units Price Shares/Units Price

Investment in Shares (Unquoted)Abhijit Tea Co. Private Limited 100 7,338 3,32,40,230 7,338 3,32,40,230Amit Paridhan Private Limited 10 1,75,000 3,10,000 1,60,000 1,60,000East Indian Produce Limited 10 63,380 44,21,863 63,380 44,21,863Jaldacca Tea Plantations Private Limited 1,000 850 43,12,500 850 43,12,500New Darjeeling Union Tea Company Limited 25 17,085 1,24,76,190 11,085 1,23,26,190Sayedabad Tea Co Limited 10 15,070 1,50,700 15,070 1,50,700Techno Steel India Private Limited 50 2,500 1,25,000 2,500 1,25,000Terai Tea Resorts Limited 10 20,000 90,500 20,000 90,500Terai Dooars Tea Co.Private Limited 10 2,62,500 24,22,500 2,62,500 24,22,500Terai Financial Services Private Limited 10 22,554 22,554 22,554 22,554Terai Infrastructures Limited 10 26,09,500 21,45,000 26,09,500 21,45,000Terai Ispat & Trading Private Limited 10 7,01,273 22,82,730 7,01,273 22,82,730Terai Overseas Private Limited 10 3,17,460 28,70,460 3,17,460 28,70,460The Kharibari Tea Company Limited 10 96,937 44,22,000 96,937 44,22,000Deccan Tradelink Private Limited 10 1,35,000 13,50,000 –– ––Elecom Commercial Private Limited 10 90,000 9,00,000 –– ––Sub-Total 7,15,42,227 6,89,92,227Investment in Shares (Quoted)Bajaj Hindusthan Sugar Limited 1 4,000 3,40,891 4,000 3,40,891Central Bank of India 10 2,388 3,61,762 2,388 3,61,762IFCI Limited 10 2,000 1,06,128 2,000 1,06,128Jayshree Tea and Industries Limited 5 1,000 1,61,230 1,000 1,61,230Sub-Total 9,70,011 9,70,011Investment in Mutual Fund (Unquoted)BOI AXA CAPITAL PROTECTION ORIENTED FUND 4,99,990 50,00,000 4,99,990 50,00,000HDFC CAPITAL PROTECTION ORIENTED FUND –– 3,18,148 31,81,475ICICI PRU. CAP. PROTECTION ORIENTED FUND –– 2,47,800 24,78,000ICICI PRUDENTIAL MYF SERIES 7-1100D –– 6,86,906 68,69,062Sub-Total 50,00,000 1,75,28,537Total 7,75,12,238 8,74,90,775


NOTE - 11 : CURRENT INVESTMENTCurrent Investments (valued at lower of cost and fair value, unless stated otherwise)

31st March, 2017 31st March, 2016 Face No. of Cost No. of CostValue Shares Price Shares Price

Quoted Equity SharesBharat Heavy Electricals Ltd. (BHEL) 2 2,500 9,32,189 2,500 9,32,189

GOL Offshore Limited 10 5,000 4,31,844 5,000 4,31,844

Hindalco Industries Ltd 1 –– 20,000 3,727,167

Hotel Leela Venture Limited 2 5,000 1,09,710 5,000 1,09,710

Tata Steel Limited (TISCO) 10 4,600 26,27,043 4,600 26,27,043

UCO Bank 10 5,000 4,49,145 5,000 4,49,145

United Bank of India 10 70,000 65,41,805 70,000 65,41,805

Varun Shipping Company Limited 10 5,000 33,632 5,000 33,632

Sub-Total 1,11,25,368 1,48,52,535

Investment in Mutual Fund No. of Units Cost price No. of Units Cost priceBaroda Pioneer Credit Fund (G) 4,10,128.534 50,00,000 –- ––

DSP BR Dynamic Asset Allocation Fund (G) –– –– 6,63,236.288 67,09,236

DSP BR Income Opportunity Fund (G) –– –– 2,74,013.161 64,57,394

HDFC Capital Protection Oriented Fund (G) 3,18,147.635 31,81,476 –– ––

HSBC MIP Savings Plan (G) –– –– 1,86,307.153 55,19,405

ICICI Pru. Cap. Protection Oriented Fund (G) 2,47,800.000 24,78,000 –– ––

ICICI Prudential MYF Series 7-1100d 6,86,906.153 68,69,062 –– ––

DSP BR Income Opportunity Fund (G) 1,89,421.205 50,00,000 –– ––

ICICI Prudential MIP (Growth) 1,43,736.000 50,00,000 –– ––

Kotak Income Opp. Fund (Growth) 2,83,992.480 50,00,000 3,72,461.052 56,84,240

Reliance Regular Savings Fund (G) 9,01,607.567 2,00,00,000 2,42,506.557 45,55,501

SBI Corporate Bond Fund (G) 1,94,848.213 50,00,000 –– ––

SBI Magnum Miprp (G) 1,07,273.000 38,90,000 –– ––

UTI Income Opp. Fund (Growth) 3,43,704.000 50,00,000 –– ––

ICICI PRU Balanced Adv. Fund (G) –– –– 2,70,005.167 66,25,927

ICICI PRU Regular Savings Fund (G) –– –– 2,54,343.027 34,45,000

ICICI Regular Savings Fund (G) –– –– 1,64,400.137 25,00,000

J M Agri & Infra Fund (G) –– –– 2,50,000.000 25,00,000

Reliance Dynamic Bond Fund (G) –– –– 3,14,468.970 56,43,177

Sub-Total 6,64,18,538 4,96,39,880

Total Current investment 7,75,43,906 6,44,92,415

Aggregate Amount of Quoted Invest. 1,11,25,368 1,48,52,535




NOTE - 12 : TRADE & OTHER RECEIVABLES

Non-Current Current31-03-2017 31-03-2016 31-03-2017 31-03-2016

A) Unsecured, considered good unless statedotherwiseOutstanding for a period exceeding sixmonths from date they are due for payment 1,16,25,921 67,14,672 7,71,14,664 1,00,08,380

B) Other Receivables –– –- 5,13,05,130 36,25,36,619

Total (A+B) 1,16,25,921 67,14,672 12,84,19,794 37,25,44,999

NOTE - 13 : INVENTORIES


Raw Materials –- 1,73,027Finished Goods 7,57,39,324 5,89,82,667Stores 90,70,015 1,13,72,652

Total 8,48,09,339 7,05,28,346

NOTE 14: CASH AND CASH EQUIVALENT


Cash in Hand (as certified by the Management) 43,09,165 55,02,795Bank Balances with Banks in Current Accounts 6,38,397 5,30,855Other Bank Balances :-In Fixed Deposits 40,10,500 40,10,500Accrued Interest on Fixed Deposit 4,87,219 3,38,973

Total 94,45,281 1,03,83,123

NOTE - 15 : LOANS AND ADVANCES


(Unsecured Considered Good UnlessOtherwise Stated)

A) Security Deposit 10,68,150 10,68,150 –– ––B) Advances Recoverable In Cash or Kind –– –– 20,04,64,557 21,47,29,773C) Other Loans and Advances

Advance Income Tax –– –– 17,56,569 52,81,709Loans to Companies –– –– 3,04,69,765 5,79,69,765Balances with statutory/Government authorities 1,36,68,336 1,36,68,336 88,880 94,046

D) Other Advances 19,58,022 20,23,022 –– 24,07,421

Total (A+B+C+D) 1,66,94,508 1,67,59,508 23,27,79,771 28,04,82,714



NOTE - 16: REVENUE FROM OPERATIONSFor the year ended

31st March, 2017 31st March, 2016

Sale of Product :-Finished Goods (Tea Sale) 60,62,56,680 47,27,92,390Traded Goods sale 68,08,56,484 42,33,12,257Other Sale 90,92,418 19,50,000Gross Operating Revenue 1,29,62,05,582 89,80,54,647

Less- Excise Duty 30,70,721 25,72,308

Revenue From Operations 1,29,31,34,861 89,54,82,339

NOTE 17: OTHER INCOMEGodown Rent 12,94,144 9,90,600Interest 3,22,689 15,55,372Profit on Sale of Mutual Fund 55,82,057 25,39,460Profit on Sale of Shares 1,50,280 –-Dividend 60,800 73,350Miscellaneous Receipts 4,07,372 20,26,100

Total 78,17,342 71,84,882

NOTE 18: COST OF MATERIAL CONSUMEDPurchases 33,70,61,365 19,31,60,810Purchases of Traded Goods 67,46,97,750 41,91,74,970

Total 1,01,17,59,115 61,23,35,780

NOTE 19: (INCREASE)/DECREASE IN INVENTORIESInventories at the end of the year 7,57,39,324 5,89,82,667Inventories at the beginning of the year 5,89,82,667 7,52,35,906

Total (1,67,56,657) 1,62,53,239

NOTE 20: EMPLOYEE BENEFIT EXPENSESSalary, Wages, Bonus Etc 4,88,11,107 4,45,59,574Contribution to Providend Fund 21,82,409 22,03,562Gratuity 12,95,621 13,42,315Staff & Labour Welfare Expenses 3,67,964 13,26,408

Total 5,26,57,101 4,94,31,859

NOTE 21: FINANCIAL COSTBank Interest 3,87,49,821 3,97,57,610Other Interests –– 82,163

Total 3,87,49,821 3,98,39,773



NOTE 22: OTHER EXPENSESFor the year ended


A. COST OF POWER & FUEL CONSUMED 10,29,81,732 8,61,45,458

B. COST OF STORE CONSUMED 2,71,48,247 2,10,39,486

C. SELLING EXPENSESFreight & Transport Charges 4,18,991 12,65,544

Warehousing Expenses 70,33,630 59,40,212

Brokerage & Other Sale Charges 75,81,522 56,03,263

Sub-Total 1,50,34,143 1,28,09,019

D. REPAIRS & MAINTENANCERepairs to :-

– Plant & Machinery 45,37,926 51,25,841

– Building & Roads 31,05,287 22,27,811

– Others 1,95,06,412 1,55,27,843

Sub-Total 2,71,49,625 2,28,81,495

E. ADMINISTRATIVE EXPENSESRates & Taxes 11,15,499 10,55,184

Insurance 7,88,388 7,60,475

Travelling Expenses 37,09,013 45,28,898

Printing & Stationery 2,18,405 3,33,177

Legal & Professional Charges 29,98,931 11,77,634

Directors’ Sitting Fees 66,000 68,700

Advertisement 2,19,829 1,90,764

Auditors’ Remuneration

– As Audit Fees 2,04,000 2,28,000

– As Tax Audit Fees 25,000 25,000

Subscription & Donation 3,07,223 7,36,731

Bank Charges 12,74,671 14,10,149

Rent 15,98,250 14,02,500

Electricity Charges 1,80,000 3,55,390

Miscellaneous Expenses 33,10,244 22,81,009

Sub-Total 1,60,15,453 1,45,53,612

Total (A+B+C+D+E) 18,83,29,200 15,74,29,070


Notes to Financial Statements (Contd.)23. EARNINGS AND EXPENDITURE IN FOREIGN EXCHANGE- (` Lakhs)

i. Earnings : Sales (FOB Value) : ` Nil (` Nil)ii. Expenditure (Others) (` Lakhs) : ` 8.84 (` Nil)

24. The Company has capitalized during the year the following expenses of revenue nature to the cost of fixed assets.Consequently expenses disclosed under the respective Notes are net of amounts capitalized by the company-

(Amount in ̀ )

Particulars 31st March 2017 31st March 2016Legal expenses NIL 2,19,060

25. CONTINGENT LIABILITY NOT PROVIDED FOR-a. In respect of Outstanding Bank Guarantees amounting to ̀ 124 Lakhs (` 124 Lakhs)b. The Company had extended corporate guarantees and equitable mortgage on company’s immovable properties

created to secure the loans limit sanction in favour of the following Company. (̀ in Lakhs)

Name of Company Limit sanctioned Outstanding as onBank Name 2016-17 2015-16 2016-17 2015-16

Abhijit Tea Company Pvt. Ltd. Bank of India 1,008 1,008 543 666Terai Overseas Pvt. Ltd. Bank of India 5,315 3,300 1,586 3,244

c. Demand for Agricultural Income Tax aggregating ̀ 6.96 Lacs payable within April 2019 in term of scheme ofGovt. of West Bengal, excluding the interest portion of ̀ 21.82 Lacs which shall be waived, if the demandis paid within April, 2019.

d. VAT & Sales Tax Demand on Assessment aggregating ` 154.65 Lakhs (` 154.65 Lakhs) amounts beingdisputed by the Company.

26. The Company acquired by way of purchase of Dharnipur Tea Estate as a “Going Concern” from its owner SriDhirendra Nath Bhowmick (since deceased) and Dharnipur Tea Industries (P) Ltd. as confirming party and theDeed of Conveyance was duly executed and registered in the name of the Company. The said Deed of Conveyancewas cancelled in view of pending dispute between the seller and another party. However, the agreement for purchaseof the said Tea Estate subsists and is subject matter of a specific performance suit pending before Hon’bleCalcutta High Court. The Company is not in possession of the said Tea estate and has accordingly not accountedfor the profit and/or loss on account of the operation or ownership of the said Tea Estate. The value of DharnipurTea estate represents the costs paid at the time of purchase and the legal expenses incurred thereafter on behalfof Bhowmick’s and/or their legal heirs for contesting their suit which was pending. All Advocate fees at High Courtand at Supreme Court were paid by this Company and Capitalized on the basis of Hon’ble Supreme Court Orderdated 01-10-1991. Which held that the Company’s right if any under the agreement from Bhowmick and hid wifeshall remain undisturbed to be adjudicated in suit in question. The title of Bhowmick’s / Legal heirs has beenconfirmed by Hon’ble Calcutta High Court during this financial year.

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


Notes to Financial Statements (Contd.)28. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosure of

transactions with the related parties as defined in the Accounting Standard are given below:

i) List of Related Parties with whom transactions have taken place and relationships :Sl. Name of the Related Party Name of Relationship1 East Indian Produce Limited2 Abhijit Tea Company Private Limited3 Terai Infrastructures Limited4 Terai Ispat & Trading Private Limited5 Terai Dooars Tea Company Private Limited6 Jaldacca Tea Plantations Pvt. Ltd. Associate Companies7 Sayedabad Tea Company Limited8 The Kharibari Tea Company Limited9 Terai Overseas Private Limited10 New Darjeeling Union Tea Company Limited11 Amit Paridhan Private Limited12 Terai Financial Services Private Limited13 Ajit Kumar Agarwala & Others (HUF) Enterprises of Key Management Persons14 Sri Ajit Kumar Agarwala Key Management persons

ii) During the year the following transactions were carried out with related parties in the ordinary course of business-(` in Lakhs)-

Key Managerial Enterp./RelativesNature of Transaction Associates Personnel of K.M.P.

31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017 31.03.2016

Sales Services & Other Income 21.25 3.57 –– –– –– ––Purchase of Goods & Services 38.15 56.56 –– –– 6.00 6.00

Managerial Remuneration –– –– 36.72 36.72 –– ––

29. EARNINGS PER SHARE (` in Lakhs)Particulars 31.03.2017 31.03.2016NUMERATORNet Profit as Disclosed in Profit & Loss Account 82.37 108.34DENOMINATORWeighted Average no. of Equity Shares 68,79,300 68,79,300BASIC EARNING PER SHARE(Face value of ̀ 10/- each) 1.20 1.57

30. Details of specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30thDecember, 2016 as provided in table below ;

SBN Other Notes TotalClosing Cash 35,50,000 5,39,422 40,89,422Permitted Receipts –- 23,76,200 23,76,200Permitted Payments –- 18,48,802 18,48,802Cash Deposited in Banks 35,50,000 –– 35,50,000Closing Cash as on 30-12-2016 –– 10,66,820 10,66,820


Notes to Financial Statements (Contd.)32. SEGMENT-WISE PERFORMANCE (` in Lacs)

Tea Business & TradingParticulars Agricultural Income Merchandise Total

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16

External Revenues (Net of Excise) 6,122.78 4,721.70 6,808.56 4,233.12 12,931.34 8,954.82

Inter Segment Revenue –– –– –– –– –– ––

Total Revenue 6,122.78 4,721.70 6,808.56 4,233.12 12,931.34 8,954.82

Result

Segment Result 339.06 381.38 117.86 41.37 456.92 415.48

Un-allocable income netof un-allocable expenses –– –– –– –– –– ––

Borrowings Cost (Net) (387.50) (398.40)

Other Un-allocable Expenditure 46.17 7.27

Other Income 78.17 71.85

Profit Before Tax 101.42 88.93

Tax Expenses 19.06 (19.40)

Profit After Tax 82.36 108.33

Other Information

Segment Assets 8,576.06 12,392.60 1,021.10 –– 9,597.16 12,392.60

Segment Liabilities 4,831.75 8,326.32 616.65 –– 5,448.40 8,326.32

Capital Expenditure 70.93 34.26 –– –– 70.93 34.26

Depreciation 160.71 184.84 –– –– 160.71 184.84

33. The Company has not received information from vendors regarding their status under the Micro, Small and MediumEnterprises Development Act, 2006 and hence disclosures relating to amounts unpaid as at the year- end togetherwith interest paid / payable under this Act have not been given.



Independent Auditor’s ReportToThe Members ofTerai Tea Company Limited10, Govt. Place (East)Kolkata - 700 069

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of TERAI TEA COMPANY LIMITED (‘the Company’)and its associates (collectively referred to as “the Group”) which comprise the Consolidated Balance Sheet as at 31March 2017, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year thenended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation and presentation of these consolidated financial statements that give a true andfair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of theCompany in accordance with the accounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Boardof Directors of the companies included in the Group are responsible for maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statementsby the Board of Directors of the Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We have takeninto account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made there-under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to the Company’s preparation and fair presentation of theconsolidated financial statements in order to design audit procedures that are appropriate in the circumstances, , but notfor the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates madeby Company’s management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained by us and by other auditors in terms of their report referred to in theOther Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidatedfinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and based on theconsideration of reports of other auditors, referred to in the Other Matters paragraph below, the aforesaid consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group asat 31 March 2017 and its consolidated profit and its consolidated cash flows for the year ended on that date.


Other Matters

The Consolidated Financial Statements also includes the Group’s share of net profit of ̀ 26.80 Lakhs for the year ended31st March, 2017 in respect of three associates, as considered in the Consolidated Financial Statements, whosefinancial statements have not been audited by us. These financial statements have been audited by other auditors whosereports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so faras it relates to the amount and disclosures included in respect of these Associates and our report in term of sub-section(3) of section 143 of the Act, in so far as it relates to the aforesaid associates is based solely on the reports of the otherauditor.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion proper books of account as required by law have been kept by the Company relating topreparation of the aforesaid consolidated financial statements so far as it appears from our examination ofthose books;

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the ConsolidatedCash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintainedfor the purpose of preparation of the consolidated financial statements;

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors of the Holding Company as on 31March 2017 taken on record by the Board of Directors of the Holding Company, none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and theoperating effectiveness of such controls, refer to our separate report in “Annexure A”, and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:

i. there is no likelihood of any material impact of pending litigations on its financial position whichrequires disclosure in its consolidated financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, formaterial foreseeable losses, if any, on long-term contracts; and

iii. there has been no requirement of transfer of any amount to the Investor Education and ProtectionFund by the Company.

iv. the Company has provided requisite disclosures in the consolidated financial statements as to holdingsas well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30thDecember, 2016. Based on audit procedures and relying on the management representation wereport that the disclosures are in accordance with books of account maintained by the Company andas produced to us by the Management.


FRN: 308150ESd/-

P K ShahPlace : Kolkata PartnerDated : May 30, 2017 Membership No. 014740



Annexure – “A” to the Independent Auditors’ ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31March 2017, we have audited the internal financial controls over financial reporting of Terai Tea Company Limited (“theCompany”) and its associate companies, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company and its associate companies, are responsible for establishing andmaintaining internal financial controls based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). Theseresponsibilities include the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’spolicies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completenessof the accounting records, and the timely preparation of reliable financial information, as required under the CompaniesAct, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based onour audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribedunder section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether adequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal financial control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.




Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur and notbe detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periodsare subject to the risk that the internal financial control over financial reporting may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanation given to us, the Company and itsassociate companies, have, in all material respects, an adequate internal financial controls system over financial reportingand such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on theinternal control over financial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internalfinancial controls over financial reporting in so far as it relates to 3 associate companies, which are companies incorporatedin India, is based on the corresponding reports of the auditors of such companies.


FRN: 308150ESd/-

Place : Kolkata P K Shah, PartnerDated : May 30, 2017 Membership No. 014740


CONSOLIDATED BALANCE SHEET As at March 31st, 2017 (Amount in ` )

Note As at As atParticulars No. 31st March, 2017 31st March, 2016

I. EQUITY AND LIABILITIES(1) Shareholders’ funds

(a) Capital 3 6,90,29,250 6,90,29,250(b) Reserves and Surplus 4 36,57,30,458 43,47,59,708 34,47,13,782 41,37,43,032

(2) Non - Current Liabilities(a) Long Term Borrowings 5 22,14,63,208 23,40,63,208(b) Long Term Provisions 8 91,79,524 78,38,733(c) Deferred Tax Liabilities 8 33,95,876 23,40,38,608 38,88,122 24,57,90,063

(3) Current Liabilities(a) Short Term Borrowings 6 15,67,24,675 16,33,45,487(b) Trade Payables 7 5,88,78,850 34,73,23,365(c) Other Current Liabilities 7 8,52,49,693 6,25,19,909(d) Short - Term Provisions 8 99,47,434 1,36,52,820

Sub -Total Current Liabilities 31,08,00,652 58,68,41,581

Total 97,95,98,968 1,24,63,74,676

II. ASSETS(1) Non - Current Assets

(a) Fixed Assets 9 31,62,77,988 32,96,71,066(b) Capital Work in progress 9 46,06,821 1,91,990(c) Non - Current Investment 10 9,73,95,638 9,46,05,844(d) Trade Receivables 12 1,16,25,921 67,14,672(e) Loans & Advances 15 1,66,94,508 44,66,00,876 1,67,59,508 44,79,43,080

(2) Current Assets(a) Inventories 13 8,48,09,339 7,05,28,346(b) Current Investments 11 7,75,43,906 6,44,92,415(b) Trade Receivables 12 12,84,19,794 37,25,44,999(c) Cash and Cash equivalent 14 94,45,282 1,03,83,122(d) Short-Term Loan and Advances 15 23,27,79,771 28,04,82,714

Sub-Total Current Assets 53,29,98,092 79,84,31,596

Total 97,95,98,968 1,24,63,74,676

The accompanying Notes form an integral part of these Financial Statements. This is the balance sheet referred to inour report of even date



CONSOLIDATED PROFIT AND LOSS STATEMENT For the year ended March 31st, 2017 (Amount in `)

Note For the Year Ended For the Year EndedParticulars No. 31st March, 2017 31st March, 2016

A. CONTINUING OPERATIONS1. Revenue from Operations (Gross) 16 1,29,62,05,582 89,80,54,647

Less: Excise duty 16 30,70,721 25,72,308Revenue from operations (Net) 1,29,31,34,861 89,54,82,339

2. Other Income 17 78,17,342 71,84,8823. Total Revenue (1+2) 1,30,09,52,203 90,26,67,2214. Expenses

(a) Cost of Materials Consumed 18 33,70,61,365 19,31,60,810(b) Purchases of Stock-In-Trade 18 67,46,97,750 41,91,74,970(c) Changes in Inventories of

Finished Goods Work-In-Progressand Stock-In-Trade 19 (1,67,56,657) 1,62,53,239

(d) Employee Benefits Expense 20 5,26,57,101 4,94,31,859(e) Finance Costs 21 3,87,49,821 3,98,39,773(f) Depreciation and Amortisation Expense 9 1,60,71,171 1,84,84,177(g) Other Expenses 22 18,83,29,200 15,74,29,070Total Expenses 1,29,08,09,751 89,37,73,898

5. Profit / (Loss) before Exceptional andExtraordinary Items and Tax (3 - 4) 1,01,42,452 88,93,323

6. Exceptional Items –– ––7. Profit / (Loss) before Extraordinary

Items and Tax (5 + 6) 1,01,42,452 88,93,3238. Extraordinary Items –– ––9. Profit / (Loss) Before Tax (7 + 8) 1,01,42,452 88,93,32310.Tax Expense:

(a) Current Tax Expense for Current Year 21,47,809 25,00,000(b) Current Tax Exp. Relating to Prior Years 2,50,367 ––(c) Deferred Tax (4,92,246) 19,05,930 (44,40,267) (19,40,267)

11. Profit / (Loss) from ContinuingOperations (9 +10) 82,36,522 1,08,33,590

B. Profit/(Loss) fromDiscontinuing Operations12.Profit / (Loss) after Tax Before Sahre

of Profit in Associates 82,36,522 1,08,33,59013.Share of Profit / (Loss) in Associate 79,84,706 19,51,76814.Profit for Year 1,62,21,229 1,27,85,35815.Earnings per Equity Share:

Basic 2.36 1.86Diluted 2.36 1.86

The accompanying Notes form an integral part of these Financial Statements. This is the Profit and Loss to in our reportof even date



CONSOLIDATED CASH FLOW STATEMENT for the year ended March 31st, 2017 (Amount in `)

For the Year Ended For the Year Ended31st March, 2017 31st March, 2016

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax 1,01,42,452 88,93,323Adjusted forDepreciation 1,60,71,171 1,84,84,177Miscellaneous adjustment 11,821 –-Investment Income (61,15,825) (41,68,182)Financial Expenses 3,87,49,821 4,87,16,988 3,98,39,772 5,41,55,767Operating Profit Before Working Capital Changes 5,88,59,440 6,30,49,090Changes inTrade & Other Receivables 23,92,13,955 4,88,92,834Inventories (1,42,80,993) 1,65,34,768Trades payable & Provisions (26,80,79,327) (8,94,767)Loans & Advances 4,77,67,944 46,21,579 (4,96,60,232) 1,48,72,603Cash Generated from Operations 6,34,81,019 7,79,21,693Interest Paid (3,87,49,821) (3,98,39,773)Direct Taxes Paid (23,98,176) (25,00,000)

NET CASH FROM OPERATING ACTIVITIES 2,23,33,022 3,55,81,920B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (70,92,924) (34,25,725)Capital Investment & Development subsidy –– 90,729Interest & Dividend Received 3,83,489 16,28,722Profit on sale of Investments 57,32,337 25,39,460Increase in Investments (30,72,954) (52,70,758)

NET CASH USED FOR INVESTING ACTIVITIES (40,50,052) (44,37,572)C. CASH FLOW FROM FINANCING ACTIVITIES

Increase in Borrowings (1,92,20,812) (2,98,71,846)NET CASH FLOW FROM FINANCING ACTIVITIES (1,92,20,812) (2,98,71,846)D. NET CHANGES IN CASH & CASH EQUIVALENTS (A+B+C) (9,37,842) 12,72,503E CASH & CASH EQUIVALENTS-OPENING BALANCE 1,03,83,123 91,10,620F. CASH & CASH EQUIVALENTS-CLOSING BALANCE 94,45,281 1,03,83,123

AUDITORS’ CERTIFICATEWe have examined the attached Cash Flow statement of Terai Tea Company Limited for the year ended 31st March2017.The Statement has been prepared by the Company in accordance with the requirements of listing agreements andis based on and in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company coveredby our report of even date to the members of the Company.



Notes to Consolidated Financial StatementsNote 1: Corporate informationTerai Tea Co Limited is a Public Company domiciled in India and incorporated under the provisions of the Companies Act,1956. Its shares are listed on Bombay Stock Exchange. The Company is engaged in the Manufacturing and Selling of Teaand Trading in Agri-Merchandise.Note 2: Basis of Consolidation and Significant Accounting PoliciesBasis of ConsolidationThe consolidated financial statements relate to Terai Tea Company Limited (the Company) and its associate companies.The Company and its associates constitute the Group.a. Basis of Accounting and preparation of the consolidated financial statements

The consolidated financial statements of the group have been prepared in accordance with the Generally AcceptedAccounting Principles in India (“Indian GAAP”), the Accounting Standards (“AS”) as specified under section 133 ofthe Companies Act, 2013 (“ the 2013 Act”) read with Rule 7 of the Companies’ (Accounts) Rules 2014. Theconsolidated financial statements of the Group are prepared under the historical cost convention using the accrualmethod of accounting. The accounting policies adopted in the preparation of consolidated financial statements areconsistent with those of the previous year. All assets and liabilities have been classified as current or non- currentas per the company’s normal operating cycle and other criteria set out in Schedule III to the 2013 Act.

b. Use of estimatesThe preparation of the financial statements, in conformity with Indian GAAP, requires the Management to makeestimates and assumptions considered in the reported amounts of assets and liabilities (including contingentliabilities) and the reported income and expenses during the year. The Management believes that the estimatesused in preparation of the consolidated financial statements are prudent and reasonable. Future results could differdue to these estimates and the differences between the actual results and the estimates are recognized in theperiods in which the results are known / materialize.

c. Principal of ConsolidationThe financial statements of the associates used in the consolidation are drawn upto the same reporting dates ofthe Company, i.e. for the year ended 31st March, 2017.I. An associate is an enterprise in which the Company has significant influence and which is neither a subsidiary

nor a joint venture of the investor. The consolidated financial statements include the share of profit/ loss ofthe associate company which has been accounted as per the ‘equity method’ as per AS 23 Accounting forInvestments in Associates in Consolidated Financial Statements, and accordingly, the share of profit/ lossof the associate company (the loss being restricted to the cost of investment) has been added to/ deductedfrom the cost of investments. The difference between the cost of investment in the associate and the shareof net assets at the time of acquisition of shares in the associates is recognized in the consolidatedfinancial statements as goodwill or capital reserve as the case may be, which is included in the carryingamount of the investments.

II. The consolidated financial statements are presented, to the extent applicable, in accordance with therequirements of Schedule III of the 2013 Act as applicable to the Company’s separate financial statements.Differences if any, in the accounting policies have been disclosed separately.

d. Particulars of associates have been considered in the preparation of the consolidated financial statements

Name of the Company Percentage of Voting Power as at

31.03.2017 31.03.2016Amit Paridhan Private Limited 36.08% 32.99%Sayedabad Tea Company Limited 27.71% 27.71%Terai Overseas Private Limited 47.74% 47.74%Jaldacca Tea Plantation Private Limited 45.33% 45.33%East Indian Produce Limited 43.80% 43.80%Terai Infrastructures Limited 45.95% 45.95%Terai Financial Services Private Limited 49.00% 49.00%


The Kharibari Tea Company Limited 48.47% 48.47%Terai Ispat & Trading Private Limited 49.00% 49.00%Abhijit Tea Co. Private Limited 46.04% 46.04%Terai Dooars Tea Company Private Limited 47.73% 47.73%New Darjeeling Union Tea Co. Ltd. 48.59% 48.59%

e. Fixed AssetsFixed assets, except land and plantation, building and plant & machinery acquired before 1st April, 1994 is carriedat cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets comprises purchaseprice, interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is readyfor its intended use and other incidental expenses incurred up to that date. Land & plantation, Building and Plant& Machinery acquired before 1st April 1994 are stated on revalued figure plus actual cost of acquisition after thatdate less accumulated depreciation and impairment losses, if any.Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the futurebenefits from the existing asset beyond its previously assessed standard of performance. All other expenses onexisting fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, arecharged to the statement of profit and loss for the period during which such expenses are incurred.

f. Depreciation on Fixed Assets–– Depreciation on fixed assets is provided on written down value method at the rates and in the manner

specified in Schedule II to the Companies Act, 2013 and necessary changes in depreciation system hasbeen made as provided in the Act and Schedule.

–– Freehold land and plantation is not depreciated.g. Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date onwhich such investments are made, are classified as current investments. All other investments are classified asnon-current investments. All investments are stated at cost.

h. Inventories–– Stock of stores, spares part and food stuff have been taken on the basis of physical verification conducted

by the management at the year end and valued at cost which is arrived at on FIFO method.–– Stock of tea produced is valued on since sold &/or estimated sales realization basis.

i. Revenue RecognitionRevenue is recognized to the extent that it is probable that the economic benefits will flow to the company and therevenue can be reliably measured.–– Sale of goods

Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of thegoods have been passed to the buyer, usually on delivery of the goods. The company collects value addedtax (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the company.Hence, they are excluded from revenue.

–– Income from ServicesRevenue from services is recognized when the service is completed as per terms of agreement.

–– Other IncomeInterest income is recognized on a time proportion basis taking into account the amount outstanding andthe applicable interest rate. Interest income is included under the head “other income” in the statement ofprofit and loss account. Dividend income is recognized when the company’s right to receive dividend isestablished by the reporting date.

j. Retirement Benefits:Retirement benefits include provident fund, gratuity and leave encashment benefits. Company’s contributions toProvident Fund are charged to Statement of Profit & Loss on accrual basis. In respect of Gratuity, liability has

Notes to Consolidated Financial Statements


Notes to Consolidated Financial Statementsbeen provided for on the basis of actuarial valuation and in respect of leave encashment benefits, the Companyaccounts for the same on cash basis and neither the liability is actuarially determined at the end of accountingperiod nor any provision made for accrued liability.

k. Borrowing costs:Borrowing costs are expensed in the accounting period in which it is incurred except where the cost is incurredduring the construction of an asset that takes a substantial period to get ready for its intended use in which caseit is capitalized. Borrowing cost is net of subsidy on interest received/ receivable as per the Incentive Scheme ofthe Government, where applicable.

l. Provision for current & deferred tax:Tax expense comprises of both current tax and deferred tax. Deferred tax reflects the effect of temporary timingdifferences between the assets and liabilities recognised for financial reporting purposes and the amounts that arerecognised for current tax purposes. As a matter of prudence deferred tax assets are recognised and carriedforward only to the extent, there is certainty that sufficient future taxable income will be available against whichsuch deferred tax assets can be realised.

m. Subsidies and incentives:Subsidies receivable on account of capital assets or of revenue nature are accounted for on the basis of claimsmade with the concerned authorities.

k. Gratuity:Disclosure as per actuarial report of independent actuary:Amount of obligation as at the year end is determined as under

Description March 31, 2017 March 31, 2016Present Value of Obligation at the Beginning of the year 87,12,554 73,70,239Interest Cost 6,95,955 6,45,074Current Service Cost 5,43,009 4,75,502Actual (Gain) / Loss on Obligation 56,657 2,21,739Benefits Paid (1,61,925) ––Present Value of Obligation as at the end of the year 98,46,250 87,12,554

Change in Plan AssetsDescription March 31, 2017 March 31, 2016Plan Assets at the Beginning of the year — —Expected Return — —Contribution 1,61,925 —Actual (Gain) / Loss on Obligation — —Benefits Paid (1,61,925) —Present Value of Obligation as at the end of the year — —

Amount of the Obligation Recognised in Balance Sheet:Description March 31, 2017 March 31, 2016Present Value of Obligation as at the end of the year 98,46,250 87,12,554Fair Value of Plan Assets at the end of the year –– ––Net Assets / (Liability) Recognised in the Balance Sheet (98,46,250) (87,12,554)


Notes to Consolidated Financial StatementsAmount of the Gratuity Expenses Recognised in the Statement of Profit and Loss:

Description March 31, 2017 March 31, 2016Current Service Cost 5,43,009 4,75,502Interest Cost 6,95,955 6,45,074Expected Return on Plan Assets –– ––Actuarial (Gain) / Loss Recognised During the Year 56,657 2,21,739

Total 12,95,621 13,42,315

Amount of the Obligation Recognised in Balance Sheet:Description March 31, 2017 March 31, 2016Discount Rate Per Annum Compound 7.50% 8.00%Rate of Increase Salaries 6.00% 6.00%Rate of Return on Plan Assets –– ––Expected Average Remaining Working lives of Emp. (years) 16.61% 17.02Withdrawal Rate Varying between 8% per annum to 1% per annum depending on duration and age

of the employees.


Notes to Consolidated Financial Statements (Contd.)

NOTE - 3 : SHARE CAPITAL


Authorised1,00,00,000 Equity shares of ̀ 10 each 10,00,00,000 10,00,00,000

Issued subscribed and paid-up68,79,300 (68,79,300) Equity shares of ̀ 10 each 6,87,93,000 6,87,93,000

Add. Forfeited shares 2,36,250 2,36,250

6,90,29,250 6,90,29,250

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

As at As atEquity Share 31st March, 2017 31st March, 2016

No of shares ` No of shares `

At the Beginning of the period 68,79,300 6,87,93,000 68,79,300 6,87,93,000

Issued during the period –- –– –– ––

Outstanding at the end of the period 68,79,300 6,87,93,000 68,79,300 6,87,93,000

b. Terms/ Rights attached to Equity Shares

The company has only one class of equity shares having a par value of ̀ 10/- per share. Each holder of equity shareis entitled to one vote per share. The Company declares and pays dividends in indian rupees. The dividend proposedby the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In theevent of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of thecompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders.

c. Details of shareholders holding more than 5% shares in the company

As at As atEquity shares of ` 10 each fully paid 31st March, 2017 31st March, 2016

No of shares % holding No of shares % holding

Ajit Kumar Agarwala 25,76,800 37.46% 25,76,800 37.46%

Shashikala Agarwala 18,98,800 27.60% 18,98,800 27.60%

Abhijit Tea Company Pvt. Ltd. 4,70,000 6.83% 4,70,000 6.83%

As per the records of the company, including its register of shareholders/members and other declarations receivedfrom shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownershipof shares.



Term Loan referred above includes : (a)Term Loan from Central Bank of India carrying interest @ MCLR plus 0.60% p.a.secured by bank’s charge on replantation in the Company’s Bagdogra Tea estate and also guaranteed by its Directors Sri AjitKumar Agarwala and Smt Shashikala Agarwala (b) Term Loan from Corporation Bank carries interest @ base rate plus 0.25%p.a. and is secured against company’s factory and stocks (c) Term Loan from Indusind Bank carries interest @ 9.70% and isrepayable after 18 months and is secured by equitable mortgage of land of Abhijit Tea Company Private Limited as Co-borrower (d) Term Loan from Yes Bank carries interest @ 9.10% and is repayable after 24 months and is secured by equitablemortgage of land of Abhijit Tea Company Private Limited as Co-borrower.

As at As at 31st March, 2017 31st March, 2016

NOTE 4: RESERVES AND SURPLUSCapital ReservesCapital subsidiesAt the beginning of the year 7,96,44,067 7,95,53,338Addition during the year –– 90,729

Total at the end of the year (A) 7,96,44,067 7,96,44,067Revaluation ReserveAt the beginning of the year 3,76,70,833 3,76,70,833

Balance at the end of the year (B) 3,76,70,833 3,76,70,833

Share Premium (C) 7,64,56,000 7,64,56,000Share Forefeiture Amount (D) 9,45,000 9,45,000General ReserveAt the beginning of the year 49,88,275 49,88,275Total at the end of the year (E) 49,88,275 49,88,275Surplus as Per Profit and Loss AccountBalance brought from Previous Year 13,78,94,539 12,70,60,948Sundry Adjustments 11,821 ––During the year 82,36,522 1,08,33,590

Balance at the end of the year (F) 14,61,42,882 13,78,94,538

Shares of Profit in Associates (G) 1,98,83,401 71,15,069

Total (A+B+C+D+E+F+G) 36,57,30,458 34,47,13,782

NOTE 5: LONG TERM BORROWINGSTerm Loan from Banks- Secureda) Central Bank of India 47,63,208 1,45,63,208b) Corporation Bank Ltd. 80,00,000 1,20,00,000c) Yes Bank Ltd 11,00,00,000 11,00,00,000d) Indusind Bank Ltd. 9,75,00,000 9,75,00,000

Total 22,02,63,208 23,40,63,208Term Loan (Others)Unsecured Loans 12,00,000 ––The above amount includes 22,14,63,208 23,40,63,208Secured Borrowings 22,02,63,208 23,40,63,208Unsecured Borrowings 12,00,000 ––




NOTE 6 : SHORT TERM BORROWINGS

Working Capital Loan from Banks - (Secured)

a) Central Bank of India 10,46,08,795 10,70,13,407

b) Bank of India 4,07,33,355 3,32,13,368

c) Corporation Bank 1,13,82,525 2,31,18,712

15,67,24,675 16,33,45,487

The above amount includes

Secured borrowings 15,67,24,675 16,33,45,487

Working Capital loans are against bank’s exclusive 1st charge by Hypothecation of stocks of finished goods, raw materialsand stores and book debts and equitable mortage of land and building in Tea Garden and Tea Factory and guaranteed by itsDirectors Sri Ajit Kumar Agarwala and Smt Shashikala Agarwala. CC limit from Bank of India carries interest MCLR + 0.80%effective 10.20% and from Central Bank of India carries interest @ MCLR plus 0.60% and from Corporation Bank interest @ BRplus 0.25%.

NOTE 7 : OTHER CURRENT LIABILITIESTrade Payables 5,88,78,850 34,73,23,365Other LiabilitiesCurrent Maturities of Long Term Debt.(a) Central Bank of India 1,07,01,271 1,14,10,978(b) Corporation Bank 40,31,612 40,74,679(c) Axis Bank –- 8,96,788Unsecured Loans 20,00,000 ––Other Liabilities 6,85,16,810 4,61,37,464

8,52,49,693 6,25,19,909Total 14,41,28,543 40,98,43,274

NOTE 8 : PROVISIONS

Non-Current Current31st March 17 31st March 16 31st March 17 31st March 16

For Bonus –– –– 64,50,000 55,00,000For Income Tax –– –– 26,05,708 70,54,000For Deferred Tax 33,95,876 38,88,122 –– ––For Gratuity 91,79,524 78,38,733 6,66,726 8,73,820For Audit Fees –– –– 2,25,000 2,25,000

Total 1,25,75,400 1,17,26,855 99,47,434 1,36,52,820


Notes to Consolidated Financial Statements (Contd.)NOTE - 9 : FIXED ASSETS AS ON 31.3.2017

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

Particulars Opening Additions Adjst./Sold Closing Upto Last year For the year Adjst./Sold Total to Date This Year Upto Last year

LAND & PLANTATION 15,73,39,670 16,88,680 –– 15,90,28,350 –– –– –– –– 15,90,28,350 15,73,39,670FACTORY BUILDING 19,60,88,068 –– –– 19,60,88,068 11,52,34,105 54,71,564 –– 12,07,05,669 7,53,82,399 8,08,53,962BUILDING & STRUCTURE 1,11,24,815 –– –– 1,11,24,815 73,07,158 2,84,828 –– 75,91,986 35,32,829 38,17,657PLANT & MACHINERY 24,61,98,408 2,19,830 –– 24,64,18,238 19,03,46,731 80,36,115 –– 19,83,82,846 4,80,35,392 5,58,51,677FURNITURE & FIXTURE 1,46,45,576 3,59,034 –– 1,50,04,610 1,08,64,711 8,24,159 –– 1,16,88,869 33,15,740 37,80,865AIR CONDITIONER 6,76,724 –– –– 6,76,724 6,35,178 7,761 –– 6,42,939 33,786 41,546DATA PROCESSING UNIT 16,43,919 36,557 –– 16,80,476 12,86,212 1,14,115 –– 14,00,327 2,80,149 3,57,707VEHICLES 1,67,45,372 –– –– 1,67,45,372 1,46,33,326 5,92,272 –– 1,52,25,598 15,19,775 21,12,046ELECTRIC INSTALLATION 1,91,26,321 –– –– 1,91,26,321 1,64,25,583 3,14,374 –– 1,67,39,956 23,86,365 27,00,738IRRIGATION EQUIPMENT 1,34,32,775 –– –– 1,34,32,775 1,06,55,093 3,56,492 –– 1,10,11,585 24,21,191 27,77,683OFFICE EQUIPMENT 20,93,125 43,723 –– 21,36,848 18,65,313 69,493 –– 19,34,806 2,02,042 2,27,812GOLD & SILVER 1,40,73,951 3,30,270 –– 1,44,04,221 –– –– –– –– 1,44,04,221 1,40,73,951DHARANIPUR TEA ESTATE 53,85,140 –– –– 53,85,140 –– –– –– –– 53,85,140 53,85,140LAND AT BANGALORE 3,50,611 –– –– 3,50,611 –– –– –– –– 3,50,611 3,50,611

69,89,24,475 26,78,093 –– 70,16,02,568 36,92,53,409 1,60,71,171 –– 38,53,24,580 31,62,77,988 32,96,71,066CAPITAL WORK IN PROGRESS 1,91,990 44,14,821 –– 46,06,821 –– –– –– –– 46,06,821 1,91,990T O T A L 69,91,16,465 70,92,924 –– 70,62,09,389 36,92,53,409 1,60,71,171 –– 38,53,24,580 32,08,84,809 32,98,63,056PREVIOUS YEAR FIGURES’ 69,56,90,740 34,25,725 –– 69,91,16,465 35,07,69,232 1,84,84,177 –– 36,92,53,409 32,98,63,056 34,49,21,507

NOTE - 10 : NON-CURRENT INVESTMENTAs at As at


Investment in Shares (Unquoted)Abhijit Tea Co. Private Limited 100 7,338 3,32,40,230 7,338 3,32,40,230Amit Paridhan Private Limited 10 1,75,000 3,10,000 1,60,000 1,60,000East Indian Produce Limited 10 63,380 44,21,863 63,380 1,23,26,190Jaldacca Tea Plantations Private Limited 1,000 850 43,12,500 850 43,12,500New Darjeeling Union Tea Company Limited 25 17,085 1,24,76,190 11,085 1,23,26,190Sayedabad Tea Co. Limited 10 15,070 1,50,700 15,070 1,50,700Techno Steel India Private Limited 50 2,500 1,25,000 2,500 1,25,000Terai Tea Resorts Limited 10 20,000 90,500 20,000 90,500Terai Dooars Tea Co. Private Limited 10 2,62,500 24,22,500 2,62,500 24,22,500Terai Financial Services Private Limited 10 22,554 22,554 22,554 22,554Terai Infrastructures Limited 10 26,09,500 21,45,000 26,09,500 21,45,000Terai Ispat & Trading Private Limited 10 7,01,273 22,82,730 7,01,273 22,82,730Terai Overseas Private Limited 10 3,17,460 28,70,460 3,17,460 28,70,460The Kharibari Tea Company Limited 10 96,937 44,22,000 96,937 44,22,000Deccan Tradelink Private Limited 10 1,35,000 13,50,000 –– ––Elecom Commercial Private Limited 10 90,000 9,00,000 –– ––Sub-Total 7,15,42,227 6,89,92,227Share of Profit of Associates 1,98,83,401 71,15,069Total 9,14,25,628 7,61,07,296Investment in Shares (Quoted)Bajaj Hindusthan Sugar Limited 1 4,000 3,40,891 4,000 3,40,891Central Bank of India 10 2,388 3,61,762 2,388 3,61,762IFCI Limited 10 2,000 1,06,128 2,000 1,06,128Jayshree Tea and Industries Limited 5 1,000 1,61,230 1,000 1,61,230Sub-total 9,70,011 9,70,011Investment in Mutual Fund (Unquoted)BOI AXA CAPITAL PROTECTION ORIENTED FUND 4,99,990 50,00,000 4,99,990 50,00,000HDFC CAPITAL PROTECTION ORIENTED FUND –– 3,18,148 31,81,475ICICI PRU. CAP. PROTECTION ORIENTED FUND –– 2,47,800 24,78,000ICICI PRUDENTIAL MYF SERIES 7-1100D –– 6,86,906 68,69,062Sub-Total 50,00,000 1,75,28,537Total 9,73,95,638 9,46,05,844



NOTE - 11 : CURRENT INVESTMENTCurrent Investments (valued at lower of cost and fair value, unless stated otherwise)


Quoted Equity SharesBharat Heavy Electricals Ltd. (BHEL) 2 2,500 9,32,189 2,500 9,32,189

GOL Offshore Limited 10 5,000 4,31,844 5,000 4,31,844

Hindalco Industries Ltd 1 –– 20,000 3,727,167

Hotel Leela Venture Limited 2 5,000 1,09,710 5,000 1,09,710

Tata Steel Limited (TISCO) 10 4,600 26,27,043 4,600 26,27,043

UCO Bank 10 5,000 4,49,145 5,000 4,49,145

United Bank of India 10 70,000 65,41,805 70,000 65,41,805

Varun Shipping Company Limited 10 5,000 33,632 5,000 33,632

Sub-Total 1,11,25,368 1,48,52,535

Investment in Mutual Fund No. of Units Cost price No. of Units Cost priceBaroda Pioneer Credit Fund (G) 4,10,128.534 50,00,000 –- ––

DSP BR Dynamic Asset Allocation Fund (G) –– –– 6,63,236.288 67,09,236

DSP BR Income Opportunity Fund (G) –– –– 2,74,013.161 64,57,394

HDFC Capital Protection Oriented Fund (G) 3,18,147.635 31,81,476 –– ––

HSBC MIP Savings Plan (G) –– –– 1,86,307.153 55,19,405

ICICI Pru. Cap. Protection Oriented Fund (G) 2,47,800.000 24,78,000 –– ––

ICICI Prudential MYF Series 7-1100d 6,86,906.153 68,69,062 –– ––

DSP BR Income Opportunity Fund (G) 1,89,421.205 50,00,000 –– ––

ICICI Prudential MIP (Growth) 1,43,736.000 50,00,000 –– ––

Kotak Income Opp. Fund (Growth) 2,83,992.480 50,00,000 3,72,461.052 56,84,240

Reliance Regular Savings Fund (G) 9,01,607.567 2,00,00,000 2,42,506.557 45,55,501

SBI Corporate Bond Fund (G) 1,94,848.213 50,00,000 –– ––

SBI Magnum Miprp (G) 1,07,273.000 38,90,000 –– ––

UTI Income Opp. Fund (Growth) 3,43,704.000 50,00,000 –– ––

ICICI PRU Balanced Adv. Fund (G) –– –– 2,70,005.167 66,25,927

ICICI PRU Regular Savings Fund (G) –– –– 2,54,343.027 34,45,000

ICICI Regular Savings Fund (G) –– –– 1,64,400.137 25,00,000

J M Agri & Infra Fund (G) –– –– 2,50,000.000 25,00,000

Reliance Dynamic Bond Fund (G) –– –– 3,14,468.970 56,43,177

Sub-Total 6,64,18,538 4,96,39,880

Total Current investment 7,75,43,906 6,44,92,415

Aggregate Amount of Quoted Invest. 1,11,25,368 1,48,52,535



NOTE - 12 : TRADE & OTHER RECEIVABLES


A) Unsecured, considered good unless statedotherwiseOutstanding for a period exceeding sixmonths from date they are due for payment 1,16,25,921 67,14,672 7,71,14,664 1,00,08,380

B) Other Receivables –– –- 5,13,05,130 36,25,36,619

Total (A+B) 1,16,25,921 67,14,672 12,84,19,794 37,25,44,999

NOTE - 13 : INVENTORIES


Raw Materials –- 1,73,027Finished Goods 7,57,39,324 5,89,82,667Stores 90,70,015 1,13,72,652

Total 8,48,09,339 7,05,28,346

NOTE 14: CASH AND CASH EQUIVALENT


Cash In hand (as certified by the management) 43,09,166 55,02,794Bank Balances with Bank in current accounts 6,38,397 5,30,855Other Bank BalancesIn Fixed Deposits 40,10,500 40,10,500Accrued Interest on Fixed Deposit 4,87,219 3,38,973

Total 94,45,282 1,03,83,122

NOTE - 15 : LOANS AND ADVANCES


(Unsecured Considered Good UnlessOtherwise Stated)

A) Security Deposit 10,68,150 10,68,150 –- ––B) Advances Recoverable In Cash or Kind –– –– 20,04,64,557 21,47,29,773C) Other Loans and Advances

Advance Income Tax –– –– 17,56,569 52,81,709Loans to Companies –– –– 3,04,69,765 5,79,69,765Balances with statutory/Government authorities 1,36,68,336 1,36,68,336 88,880 94,046

D) Other Advances 19,58,022 20,23,022 –- 24,07,421

Total (A+B+C+D) 1,66,94,508 1,67,59,508 23,27,79,771 28,04,82,714



NOTE - 16: REVENUE FROM OPERATIONSFor the year ended


Sale of Product :-Finished Goods (Tea Sale) 60,62,56,680 47,27,92,390Traded Goods sale 68,08,56,484 42,33,12,257Other Sale 90,92,418 19,50,000Gross Operating Revenue 1,29,62,05,582 89,80,54,647

Less- Excise Duty 30,70,721 25,72,308

Revenue From Operetions 1,29,31,34,861 89,54,82,339

NOTE 17: OTHER INCOMEGodown Rent 12,94,144 9,90,600Interest 3,22,689 15,55,372Profit on Sale of Mutual Fund 55,82,057 25,39,460Profit on Sale of Shares 1,50,280 –-Dividend 60,800 73,350Miscellaneous Receipts 4,07,372 20,26,100

Total 78,17,342 71,84,882

NOTE 18: COST OF MATERIAL CONSUMEDPurchases 33,70,61,365 19,31,60,810Purchases of Traded Goods 67,46,97,750 41,91,74,970

Total 1,01,17,59,115 61,23,35,780

NOTE 19: (INCREASE)/DECREASE IN INVENTORIESInventories at the end of the year 7,57,39,324 5,89,82,667Inventories at the beginning of the year 5,89,82,667 7,52,35,906

Total (1,67,56,657) 1,62,53,239

NOTE 20: EMPLOYEE BENEFIT EXPENSESSalary, Wages, Bonus Etc 4,88,11,107 4,45,59,574Contribution to Providend Fund 21,82,409 22,03,562Gratuity 12,95,621 13,42,315Staff & Labour Welfare Expenses 3,67,964 13,26,408

Total 5,26,57,101 4,94,31,859

NOTE 21: FINANCIAL COSTBank Interest 3,87,49,821 3,97,57,610Other Interest –– 82,163

Total 3,87,49,821 3,98,39,773



NOTE 22: OTHER EXPENSESFor the year ended


A. COST OF POWER & FUEL CONSUMED 10,29,81,732 8,61,45,458

B. COST OF STORES CONSUMED 2,71,48,247 2,10,39,486

C. SELLING EXPENSESFreight & Transport Charges 4,18,991 12,65,544

Warehousing Expenses 70,33,630 59,40,212

Brokerage & Other Sale Charges 75,81,522 56,03,263

Sub-Total 1,50,34,143 1,28,09,019

D. REPAIRS & MAINTENANCERepairs to :-

Plant & Machinery 45,37,926 51,25,841

Building & Roads 31,05,287 22,27,811

Others 1,95,06,412 1,55,27,843

Sub-Total 2,71,49,625 2,28,81,495

E. ADMINISTRATIVE EXPENSESRates & Taxes 11,15,499 10,55,184

Insurance 7,88,388 7,60,475

Travelling Expenses 37,09,013 45,28,898

Printing & Stationery 2,18,405 3,33,177

Legal & Professional Charges 29,98,931 11,77,634

Directors Sitting Fees 66,000 68,700

Advertisement 2,19,829 1,90,764

Auditors’ Remuneration

– As Audit Fees 2,04,000 2,28,000

– As Tax Audit Fees 25,000 25,000

Subscription & Donation 3,07,223 7,36,731

Bank Charges 12,74,671 14,10,149

Rent 15,98,250 14,02,500

Electricity Charges 1,80,000 3,55,390

Miscellaneous Expenses 33,10,244 22,81,009

Sub-Total 1,60,15,453 1,45,53,612

Total (A+B+C+D+E) 18,83,29,200 15,74,29,070



23. EARNINGS AND EXPENDITURE IN FOREIGN EXCHANGE- (` Lakhs)i. Earnings : Sales (FOB Value) : ` Nil (` NIL)ii. Expenditure (Others) (` Lakhs) : ` 8.84 (` NIL)

24. The Company has capitalized during the year the following expenses of revenue nature to the cost of fixed assets.Consequently expenses disclosed under the respective Notes are net of amounts capitalized by the company-

(Amount in ̀ )

Particulars 31st March 2017 31st March 2016Legal expenses NIL 2,19,060

25. CONTINGENT LIABILITY NOT PROVIDED FOR-a. In respect of Outstanding Bank Guarantees amounting to ̀ 124 Lakhs (` 124 Lakhs)b. The Company had extended corporate guarantees and equitable mortgage on company’s immovable properties

created to secure the loans limit sanction in favour of the following Company. (̀ in Lakhs)

Name of Company Limit sanctioned Outstanding as onBank Name 2016-17 2015-16 2016-17 2015-16

Abhijit Tea Company Pvt. Ltd. Bank of India 1,008 1,008 543 666Terai Overseas Pvt. Ltd. Bank of India 5,315 3,300 1,586 3,244

c. Demand for Agricultural Income Tax aggregating ̀ 6.96 Lacs payable within April 2019 in term of scheme ofGovt. of West Bengal, excluding the interest portion of ̀ 21.82 Lacs which shall be waived, if the demandis paid within April, 2019.

d. VAT & Sales Tax Demand on Assessment aggregating ` 154.65 Lakhs (` 154.65 Lakhs) amounts beingdisputed.

26. The Company acquired by way of purchase of Dharnipur Tea Estate as a “Going Concern” from its owner SriDhirendra Nath Bhowmick (since deceased) and Dharnipur Tea Industries (P) Ltd. as confirming party and theDeed of Conveyance was duly executed and registered in the name of the Company. The said Deed of Conveyancewas cancelled in view of pending dispute between the seller and another party. However, the agreement for purchaseof the said Tea Estate subsists and is subject matter of a specific performance suit pending before Hon’bleCalcutta High Court. The Company is not in possession of the said Tea estate and has accordingly not accountedfor the profit and/or loss on account of the operation or ownership of the said Tea Estate. The value of DharnipurTea estate represents the costs paid at the time of purchase and the legal expenses incurred thereafter on behalfof Bhowmick’s and/or their legal heirs for contesting their suit which was pending. All Advocate fees at High Courtand at Supreme Court were paid by this Company and Capitalized on the basis of Hon’ble Supreme Court Orderdated 01-10-1991. Which held that the Company’s right if any under the agreement from Bhowmick and hid wifeshall remain undisturbed to be adjudicated in suit in question. The title of Bhowmick’s / Legal heirs has beenconfirmed by Hon’ble Calcutta High Court during this financial year.

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



28. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosure oftransactions with the related parties as defined in the Accounting Standard are given below:

i) List of Related Parties with whom transactions have taken place and relationships :Sl. Name of the Related Party Name of Relationship1 East Indian Produce Limited2 Abhijit Tea Company Private Limited3 Terai Infrastructures Limited4 Terai Ispat & Trading Private Limited5 Terai Dooars Tea Company Private Limited6 Jaldacca Tea Plantations Pvt. Ltd. Associate Companies7 Sayedabad Tea Company Limited8 The Kharibari Tea Company Limited9 Terai Overseas Private Limited10 New Darjeeling Union Tea Company Limited11 Amit Paridhan Private Limited12 Terai Financial Services Private Limited13 Ajit Kumar Agarwala & Others (HUF) Enterprises of Key Management Persons14 Sri Ajit Kumar Agarwala Key Management persons

ii) During the year the following transactions were carried out with related parties in the ordinary course of business-(` in Lakhs)-

Key Managerial Enterp./RelativesNature of Transaction Associates Personnel of K.M.P.

31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017 31.03.2016

Sales Services & Other Income 21.25 3.57 –– –– –– ––Purchase of Goods & Services 38.15 56.56 –– –– 6.00 6.00

Managerial Remuneration –– –– 36.72 36.72 –– ––

29. EARNINGS PER SHAREParticulars 31.03.2017 31.03.2016NUMERATORNet Profit as Disclosed in Profit & Loss Account 1,62,21,229 1,27,85,358DENOMINATORWeighted Average no. of Equity Shares 68,79,300 68,79,300BASIC EARNING PER SHARE(Face value of ` 10/- each) 2.36 1.86

30. Details of specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30thDecember, 2016 as provided in table below ;

SBN Other Notes TotalClosing Cash 35,50,000 5,39,422 40,89,422Permitted Receipts –- 23,76,200 23,76,200Permitted Payments –- 18,48,802 18,48,802Cash Deposited in Banks 35,50,000 –– 35,50,000Closing Cash as on 30-12-2016 –– 10,66,820 10,66,820




32. SEGMENT-WISE PERFORMANCE (` in Lacs)Tea Business & Trading

Particulars Agricultural Income Merchandise Total

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16

External Revenues (Net of Excise) 6,122.78 4,721.70 6,808.56 4,233.12 12,931.34 8,954.82

Inter Segment Revenue –– –– –– –– –– ––

Total Revenue 6,122.78 4,721.70 6,808.56 4,233.12 12,931.34 8,954.82

Result

Segment Result 339.06 381.38 117.86 41.37 456.92 415.48

Un-allocable income netof un-allocable expenses –– –– –– –– –– ––

Borrowings Cost (Net) (387.50) (398.40)

Other Un-allocable Expenditure 46.17 7.27

Other Income 78.17 71.85

Profit Before Tax 101.42 88.93

Tax Expenses 19.06 (19.40)

Profit After Tax 82.36 108.33

Other Information

Segment Assets 8,576.06 12,392.60 1,021.10 –– 9,597.16 12,392.60

Segment Liabilities 4,831.75 8,326.32 616.65 –– 5,448.40 8,326.32

Capital Expenditure 70.93 34.26 –– –– 70.93 34.26

Depreciation 160.71 184.84 –– –– 160.71 184.84

33. The Company has not received information from vendors regarding their status under the Micro, Small and MediumEnterprises Development Act, 2006 and hence disclosures relating to amounts unpaid as at the year- end togetherwith interest paid / payable under this Act have not been given.


TERAI TEA COMPANY LIMITEDCIN : L51226WB1973PLC029009REGD. OFFICE : EZRA MANSION, 10, GOVERNMENT PLACE (EAST), 1ST FLOOR, KOLKATA- 700069Phone : (033) 40214444 • E-mail : [email protected] • Website : www.teraigroup.com

Sl. No. Folio No. : Date :

To,

Dear Sir(s) /Madam

Unit :

The Companies Act,2013 and Rules framed thereunder, (as amended upto date) which mandates the following informationrelating to each shareholder to be maintained by the Company in its Register of Members:-

PARTICULARS 1st/Sole Holder 1st Joint Holder 2nd Joint Holder

E-mail ID(1st holder only)

PAN

AADHAR No. (UIN)

Mother 's Name/Spouse Name

Occupation

PARTICULARS INFORMATION FURNISHED

CIN (in case Member is body corporate)

Name of Guardian(in case Member is minor)

Date of birth of Member(in case of minor)

__________________Date : Signature of MemberPlace : (Sole/First Holder)

We request you to send us the following :-1. Fill up the above information in respect of the first holder and joint holder(s), if any, as indicated above and return us this letter

duly signed keeping a photocopy for your record.2. please send specimen signatures duly attested for self and joint holder's (if any) on the letter-head of your bank.3. A self-attested photocopy of PAN card of self and joint-holders'(if any).4. A copy of your share certificate/counter-foil of any dividend warrant.

Thanking you,Yours faithfully,For TERAI TEA COMPANY LIMITED

Sd/-(Company Secretary)



TERAI TEA COMPANY LIMITEDRegd. Office : “Ezra Mansion”, 10, Government Place (East),1st Floor, Kolkata- 700 069, Ph: (033) 40214444, Fax : (033) 2248-9182,

Website: www.teraigroup.com, E-mail: [email protected] CIN: L51226WB1973PLC029009

ATTENDANCE SLIPNeme of the Members(S) :Registered Address :

Folio No. / Client ID No. & DP IDNo. of Share(s) held

I/We here by record my/our presence at the 44th Annual General Meeting held on Saturday, September 23, 2017 at 10.30 AM. at, Ezra Mansion, 10 Government Place(East), 1st Floor, Kolkata 700 069.

–––––––––––––––––––––––––––––––– ––––––––––––––––––––––––Member’s /Proxy Name in Block Letters Signature of Member’s /Proxy

(Please cut here and bring the attendance slip duly signed, to the meeting and hand it over at the entrance. Duplicate Slip will not be issued at the venue of the meeting.)

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

TERAI TEA COMPANY LIMITEDRegd. Office : “Ezra Mansion”, 10, Government Place (East),1st Floor, Kolkata- 700 069, Ph: (033) 40214444, Fax : (033) 2248-9182,

Website: www.teraigroup.com, E-mail: [email protected] CIN: L51226WB1973PLC029009

PROXY FORM(Pursuant of section 105(6) of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2017)

44th Annual General Meeting to held on Saturday, September 23, 2017 at 10.30 AM. at, Ezra Mansion, 10 Government Place (East), 1st Floor, Kolkata 700 069.

Name of the Members(S) :Registered Address :

E-mail ID :Folio No. / Client ID No. & DP ID

I /We, being the member(s) holding .................................................................................... shares of the above named company, hereby appoint1. Name ..................................................................................................................................................................................................

Address ..................................................................................................................................................................................................E-mail ID ...................................................................................................... Signature : __________________________ or failing him;

2. Name ..................................................................................................................................................................................................Address ..................................................................................................................................................................................................E-mail ID ...................................................................................................... Signature : __________________________ or failing him;

3. Name ..................................................................................................................................................................................................Address ..................................................................................................................................................................................................E-mail ID ...................................................................................................... Signature : __________________________ or failing him;

as my/our proxy to attend and vote (on poll) for me /us and on my / our behalf at the 44th Annual General Meeting of the Company to be held at Ezra Mansion, 10,Govt. Place (East), Kolkata-69 on Saturday, September 23, 2017 at 10.30 AM and at any adjournment thereof in respect of such resolutions as are indicated below.

Resolution Resolution Optional*No. For Against

Ordinary Business1 Adoption of the Financial Statement for the year ended 31st March 2017.2 Re-Appointment of Mr. Rajendra Kanodia who Retires by Rotation as Director of the Company3 Appointment Statutory Auditor & Fixing their Remuneration

Special Business4 Approval of The Remuneration of the Cost Auditor for Financial Year 2017-18.5 Making Investment / Loans, Giving Guarantees and Providing Securities in Connection

with any Loans / Facilities Availed by Other Companies.

Signed this………………………………………………day of ………………………, 2017

Affix_____________________________ ______________________________ RevenueSignature of the Share Holder Signature of the Proxy Holder Stamp

Notes : (1) This form of Proxy in order to be effective should be duly stamped, completed, signed and deposited at the registered office of the Company, not lessthan 48 hours before the commencement of the Meeting. (2) For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 44th AnnualGeneral Meeting. *(3) It is optional to put a ‘X’ in the appropriate column against the Resolutions indicated to the Box. If you leave the ‘For’ or ‘Against’ column blankagainst any or all ‘Resolution’ your proxy will be entitled to vote in the manner as he/ she thinks appropriate.



