REPORT ON CORPORATE GOVERNANCE
The Company pursuant to clause 49 of the Listing Agreement with stock exchange furnish its report on Code of Corporate Governance.
I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy on Corporate Governance envisages the attainment of highest level of transparency, accountability and equality, in the functioning of the Company and its relationship with Employee, Shareholders, Creditors, Consumers, Dealers, Lender and ensuring high degree of Regulatory Compliance.
The Company is committed to following best Corporate Governance Practices in all its pursuits and is constantly striving to better them and adopt emerging best practices. The Board understands and respects its fiduciary role and responsibility to shareholders and strives hard to meet their expectations. The Board also believes that best board practices, transparent disclosures and shareholder empowerment are necessary for creating shareholder value. Thus at Terai Tea Company Limited, we always endeavour to create an environment of fairness, equity and transparency in transactions with the underlying objective of securing long term shareholder value creation and enhancement while, at the same time, respecting the rights of all stakeholders of the Company and the society at large.
The Company will continue to focus its resources, strengths and strategies to achieve its vision of becoming the most admired and trusted global tea producer, while upholding the core values of entrepreneurship, disclosure and transparency, equity, responsibility, sustainability and ethical behaviour which are fundamental to the Terai family.
II. BOARD OF DIRECTORS
a) Composition of category of Directors
The present Board of Directors includes a Executive Director designated as a Managing Director and 5 Non-Executive Directors out of which 4 are Independent Directors and it is headed by Dr. Ajit Kumar Agarwala. The name and category of each is given below :
e) Code of Conduct: The Company's Code of Conduct is applicable to all Directors and Senior Management of the Company. All the Board members and senior management of the Company as on March 31, 2014 have affirmed their compliance with the Code of Conduct. A declaration to this effect, duly signed by the Managing Director is annexed as a part of this report.
III. AUDIT COMMITTEE
The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Company has an Audit Committee in accordance with Clause 49 of the Listing Agreement with Stock Exchange read with Section 292A of the Companies Act, 1956. It comprises of Four NonRs.Executives, Independent Directors, all of whom are financially literate and they have accounting or related financial management expertise. Mr. Kamal Kishore Bihani is the Chairman of the Committee. The Company Secretary acts as the Secretary of the Audit Committee.
The terms of reference / responsibilities of the Audit committee are as under:
a) The accounting and financial reporting process of the Company, including the integrity of the audit financial statements and other financial information provided by the Company to its stockholders, the public and Stock Exchange and others.
b) The Company's compliance with legal and regulatory requirements
c) The Company's independent auditors' qualification and independence.
d) The audit of the company's financial statements and the performance of the Company's internal audit function and its independent auditors.
POWERS OF AUDIT COMMITTEE:
a. To investigate any activity within its terms of reference.
b. To seek information from any employee.
c. To obtain outside legal or other professional advice.
d. To secure attendance of outsiders with relevant expertise if it considers necessary.
ROLE OF AUDIT COMMITTE :
Reviewing Company's financial reporting process and the disclosure of its financial information to ensure that financial statement is correct, sufficient and credible.
1. Oversight of the Company's Financial Reporting process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible.
2. Recommending the appointment, reRs.appointment and if required, the replacement or removal of the Statutory Auditors and fixation of audit fees.
3. Reviewing, with the management, the Annual Financial Statements before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies act, 1956.
b) Changes, if any, in accounting policies and practices and the reasons for the change.
c) Major accounting entries involving estimates based on exercise of judgement by management.
d) Significant adjustments made in the financial statements arising out of audit finding.
e) Compliance with Listing and other Legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in draft Audit Report.
4. Reviewing, with the management, the Quarterly Financial Statements before submission to the Board for approval
5. To discuss with Internal Auditors any significant findings and follow up thereon.
6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems including the reporting structure coverage and frequency of internal audit.
7. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors if any.
8. Carrying out any other function as set out in the terms of reference of the Audit Committee.
During the year 4(four) meetings of the Audit Committee were held on 29th May, 2013, 14th August,2013, 13th November, 2013 and 14th February,2014
IV. REMUNERATION COMMITTEE
The Remuneration Committee
The Remuneration Committee of the Board comprises of four NonRs.Executive Directors, and Company Secretary acts as the Secretary of the Remuneration Committee. Terms of reference of the committee include determination of the company's policy regarding remuneration packages, commission payable to Directors/ Executive and Managing Director of the company, thereof within the limit approved by the shareholders from time to time. The committee had met once in the year 2013Rs.14 on 1st day of April, 2013.
Remuneration of Director:
a. Managing Director and Executive Directors :
V. STAKEHOLDERS GRIEVANCE COMMITTEE
The Shareholders' / Investors' Grievance Committee comprises of four NonRs.Executive Independent Directors, and Company Secretary is the Compliance officer of the Company Board, comprised Four NonExecutive Directors, namely:
1. Mr. Rajesh Singhania (Chairman)
2. Mr. Kamal Kishore Bihani
Dr. Ajit Kumar Agarwala | Rs. 24.00 Lacs p.a |
3. Mr. Sitaram Sharma
4. Mr. Rajendra Kanodia
Meetings and Attendance during the year:
During the financial year four meetings of the Shareholders' / Investors' Grievance Committee (SIGC) were held on 9th day of April, 2013 and 10th day of July , 2013, 14th day of October, 2013 and 10th day of January, 2014, for the year ended March 31, 2014 in which all the member were present.
Mr. Roshan Dave Company Secretary is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Agreements with the Stock Exchanges in India.
Investors' Grievance Redressal:
The Company attends the Complaints/Grievances received from the Investors/Stock Exchange/SEBI and reviews the same with the Registrar and Transfer Agents M/s Maheshwari Datamatics Pvt.Ltd. on periodical basis. All the Complaints/Grievances were resolved by RTA immediately to the satisfaction of investors during the year under review. There were no outstanding complaints /queries as on March 31, 2014.
VI. SHARE TRANSFER COMMITTEE
The Share Transfer Committee was formed to expedite the process of Share Transfer and to approve applications regarding transfer/ transmission of shares according to law. The Board has delegated the powers of share transfer to a committee comprising of Four NonRs.Executive Directors i.e. Mr. Rajesh Singhania (Chairman), Mr. Kamal Kishore Bihani, Mr. Sitaram Sharma and Mr. Rajendra Kanodia. The Share Transfer Committee attends to the share transfer formalities at least once in the fortnight. All the valid share transfer applications received during the year under review have been acted upon and there were no share transfers pending as on March 31, 2014 only one meeting held during the year on 25th July, 2014.
ii) Special Resolution passed in the last three AGM:
a) In the AGM on 30th Sep. 2013: One Special Resolution was transacted retains to provisions of section 198, 269, 310, 311, schedule XIII of the Companies Act, 1956 for ReRs.appointment of Managing Director.
b) In the AGM on 29th Sep. 2012: No Special Resolution was transacted.
c) In the AGM on 30th Sep. 2011: No Special Resolution was transacted.
iii) All the resolution set out in the respective notices were passed by the shareholders.
iv) No Resolution was put through postal ballot during the year 2013Rs.14.
VIII. OTHER DISCLOSURES :
a) None of the transactions with any of the related parties were in conflict with the interests of the Company at large. The particulars of transactions between the Company and its related parties as per Accounting Standard (ASRs.18) are disclosed in Notes of Accounts (Note No. 34 (ii) to accounts in the Annual Report.
b) The Company has duly complied with the requirements of the regulatory authorities on Capital Market. No penalties, strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
c) The Secretarial Audit under regulation 55A of the SEBI (Depositories & Participants)
Regulation, 1996 and Share Transfer Audit under Clause 47 of the Listing Agreement are carried out by a qualified Practicing Company Secretary. The audited and certified reports are submitted to the Stock Exchanges on quarterly and biRs.annually basis.
d) The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in an Accounting Standard.
e) A Management Discussion and Analysis Report, given in a separate section forms part of this Annual Report and is attached herewith.
f) There was no pecuniary relationship or transactions between the Company and NonRs.Executive Directors.
g) The Board has received disclosures from senior management personnel relating to material financial and commercial transaction in which they and/or their relatives have personal interest.
h) The Company has fully complied with the mandatory requirements of the Listing Agreement and with regard to NonRs.Mandatory requirements; the Company has set up a remuneration committee.
i) The Company does not have a Whistle Blower Policy at present.
j) The Company does not have any subsidiary.
k) Details of Directors seeking appointment / reappointment at the ensuing Annual General Meeting as required under Clause 49 of the Listing Agreement is annexed to the Notice convening the Annual General Meeting.
X. GENERAL SHAREHOLDER INFORMATION a) Annual General Meeting
Date : September 27, 2014
Time : 10.30 A.M
Venue : "Ezra Mansion", 10 Government Place (East), 1st Floor, Kolkata Rs. 700 069
b) Financial Calendar ( Tentative and subject to change)
Particulars Date of Board meeting for approval
Financial results for First Quarter : 2nd week of August, 2014
Financial results for Second Quarter : 2nd week of November, 2014
Financial results for Third Quarter : 2nd week of February, 2015
Financial Result for the year ended 31st March, 2015 : Last Week of May, 2015
c) Book Closure : Books shall remained closed from September 18th, 2014 to September 27th, 2014 (both days inclusive)
d) Listing in Stock Exchange
i) The Shares of the Company are listed as detailed below
Bombay Stock Exchange Limited Phiroza Jeejeebhoy Tower, 25th Floor, Dalal Street, MumbaiRs.400001 : 530533
Calcutta Stock Exchange Association Ltd. 7, Lyons Range KolkataRs.700001 : 30105
Ahemdabad Stock Exchange Limited Kamdhenu Complex, AhmedabadRs.380015 : 60857
Jaipur Stock Exchange Limited Indra Place, J.L.N. Marg, JaipurRs.302017 : 596
ISIN Number for NSDL/CDSL : INE 390D1011
The Company has paid Annual Listing fees to Bombay Stock Exchange for the year 2014Rs.15.
National Securities Depository Ltd.
Trade World, 4th Floor,Kamala Mills Compound, Senapati Bapat MargLower Parel, MumbaiRs.400001
Central Depository (India) Ltd.
Phiroza Jeejeebhoy Tower, 28th Floor, Dalal Street, MumbaiRs.400001
(e) Demat ISIN Numbers:
NSDL : ISIN INE 390D1011
CDSL : ISIN INE 390D1011
(f) Registrar and Share Transfer Agents
Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Surendra Mohan Ghosh Sarani,Kolkata Rs. 700 001 Tele : (033) 2243Rs.5029/5809 Fax : (033) 2248Rs.4787 Email : firstname.lastname@example.org
g) Share Transfer System
The request for the transfer of shares held in physical mode should be lodged at the Company's Registrar Share Transfer Agents, Maheshwari Datamatics Pvt. Ltd. The Board of Directors has unanimously delegated the powers of share transfer, transmission, subRs.division and consolidation to a Share Transfer Committee in order to expedite transfer, transmission, etc in the physical form. The Committee meets once in every fortnight for approving share transfer and for other related activities. Share transfers are registered and returned in normal course within an average period of 15 days, if the transfer documents are found technically in order and complete in all respects.
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 years
o) Plant Locations:
Bagdogra Tea Estate : P.O. Bagdogra, Dist. Darjeeling, West Bengal
Terai Tea Factory Unit : P.O. Kharibari, Dist. Darjeeling, West Bengal
Karjeepara Tea Factory : P.O. Das Darga, DistRs.Jalpaiguri, West Bengal
Adhikari Tea Factory : P.O. Adhikari,Dist. Darjeeling, West Bengal
Sevoke Tea Factory : P.O Chandani Danga, DistRs.Uttar Dinajpur, West Bengal
p) Address for Correspondence:
Any assistance regarding share transfer and transmission, change of address, nonRs. receipt of share certificate/ duplicate share certificate, demat and other matters and for redressal of all shareRs.related complaints and grievances, the Members are requested to write to or contact the Registrar & Share Transfer Agents or the Share Department of the Company for all their queries 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 LIMITED "Ezra Mansion", 10 Government Place(East) 1st Floor, KolkataRs. 700 069. Tele : (033) 4021Rs.4444 Fax:(033)2248Rs.9182 Email : email@example.com Website: www.teraigroup.com
2. Registrar and Share Transfer Agent :
MAHESHWARI DATAMATICS PVT. LTD. 6, Mangoe Lane, 2nd Floor, Surendra Mohan Ghosh Sarani, Kolkata Rs. 700 001 Tele : (033) 2243Rs.5809; 2243Rs.5029 Fax : (033) 2248Rs.4787 ERs.mail : firstname.lastname@example.org
Registered Office :
10,Government Place (East) Kolkata Rs. 700 069 Dated : 13th August, 2014
By order of the Board
For Terai Tea Company Limited
Sd/. Ajit Kumar Agarwala