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 follow the 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 its 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.
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 four are Independent Directors.
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, 2013 have affirmed their compliance with the Code of Conduct. A declaration to this effect, duly signed by the Managing Director (CEO) 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 three Non-Executives, Independent Directors, all of whom are financially literate and they have accounting or related financial management expertise. Shri 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 audited financial statements and other financial
information provided by the Company to its stockholders, the public any 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 COMMITTEE :
Reviewing Company's financial reporting process and the disclosure of its financial information to ensure that financial statement is correct, sufficient and credible.
Recommending the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditors and fixation of audit fees. 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 related to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in draft Audit Report.
3) Reviewing, with the management, the Quarterly Financial Statements before submission to the Board for approval
4) To discuss with Internal Auditors any significant findings and follow up thereon.
5) 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.
6) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors if any.
7) 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 30th May, 2012, 14th August,2012, 14th November, 2012 and 13th February,2013
IV. REMUNERATION COMMITTEE
The Remuneration Committee of the Board comprises of four Non-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 2012-13 on 2nd day of November, 2012.
V. SHAREHOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE
The Shareholders' / Investors' Grievance Committee comprises of four Non-Executive Independent Directors, and Company Secretary is the Compliance officer of the Company Board, comprised three Non-Executive Directors, namely:
Mr. Roshan Dave the Company Secretary, is also 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 (if any) 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 STA immediately to the satisfaction of investors during the year under review. There were no outstanding complaints / queries as on March 31st, 2013.
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 Chairman cum Managing director and a Director. 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 31st, 2013.
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 (AS-18) are disclosed in Notes of Accounts (Note No.38 (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 bi-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 NonExecutive 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 Non-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.
IX. MEANS OF COMMUNICATION:
Half-yearly / Quarterly report normally published in Newspapers.
No, as the results of the Company are of published in Newspapers.
Any website, where displayed
Yes, at www.teraigroup.com <http://www.teraigroup.com>
Whether, it also displays official news releases
The presentations made to institutional investors or the analysts
Newspapers in which results are normally published in
"The Echo of India" in English and "Arthik Lipi in Bengali.
Whether Management Discussion &
Analysis Report is a part of Annual Report or not
X. GENERAL SHAREHOLDER INFORMATION:
a) Annual General Meeting
September 30, 2013
10, Government Place (East), 1st Floor, Kolkata-69
b) Financial Calendar ( Tentative and subject to change)
Date of Board meeting for approval
Annual Accounts for 2012-13
4th week of May, 2013
Financial Results for First Quarter
2nd week of August, 2013
Financial Results for Second Quarter
2nd week of November, 2013
Financial Results for Third Quarter
2nd week of February, 2014
Financial Result for the year ended
Last Week of May, 2014
c) Book Closure
Books shall remain closed from September 26th, 2013 to September 30th 2013 (both days inclusive)
d) Listing in Stock Exchange
i) The shares of the company are listed as per detailed below:
The Stock Exchange
Bombay Stock Exchange Limited
Phiroza Jeejeebhoy Tower, 25th Floor,Dalal Street, Mumbai-400001
Calcutta Stock Exchange Association Limited
7, Lyons Range Kolkata-700001
Ahemdabad Stock Exchange Limited
Kamdhenu Complex, Ahmedabad-380015
Jaipur Stock Exchange Limited
Indra Place, J.L.N. Marg, Jaipur-302017
ISIN Number for NSDL/CDSL
The Company has paid Annual Listing fees to Bombay Stock Exchange for the year 2013-14.
ii) Depositories :
National Securities Depository Ltd.
Trade World, 4th Floor,
Kamala Mills Compound, Senapati Bapat Marg Lower Parel, Mumbai-400001
Central Depository (India) Ltd.
Phiroza Jeejeebhoy Tower,
28th Floor,Dalal Street, Mumbai-400001
Demat ISIN Numbers :
ISIN INE 390D1011 ISIN INE 390D1011
Registrar and Share Transfer Agents
Maheshwari Datamatics Pvt. Ltd.
6, Mangoe Lane, 2nd Floor, Surendra Mohan Ghosh Sarani, Kolkata - 700 001
Tele : (033) 2243-5029/5809
Fax : (033) 2248-4787 Email : firstname.lastname@example.org <mailto:email@example.com>
g) Share Transfer System The request for the transfer of shares held in physical mode should be lodged with the Company's Registrar Share Transfer Agents, Maheshwari Datamatics Pvt. Ltd. The Board of Directors has unanimously delegated the powers of share transfer, transmission, sub-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, Dist-Jalpaiguri, West Bengal
Adhikari Tea Factory
P.O. Adhikari,Dist. Darjeeling, West Bengal
Sevoke Tea Factory
P.O Chandani Danga, Dist-Uttar Dinajpur, West Bengal
p) Address for correspondence:
Any assistance regarding share transfer and transmission, change of address, non- receipt of share certificates/ duplicate share certificate, demat and other matters such as for redressal of all share-related complaints and grievances, the Members are requested to write to or contact the Registrar & Share Transfer Agents or the Investors / Shareholder Grievance 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
10,Government Place(East), 1st Floor,
Kolkata- 700 069.
Tele : (033) 4021-4412(34 Lines),
Fax : (033) 2248-9182
Email : firstname.lastname@example.org <mailto:email@example.com>, Website: www.teraigroup.com <http://www.teraigroup.com>
2. Registrar and Share Transfer Agent: MAHESHWARI DATAMATICS PVT. LTD.
6, Mangoe Lane, 2nd Floor, Surendra Mohan Ghosh Sarani, Kolkata - 700 001
Tele : (033) 2243-5809; 2243-5029 Fax : (033) 2248-4787
Email : firstname.lastname@example.org <mailto:email@example.com>
For and on behalf of the Board of Terai Tea Company Ltd.
Place : Kolkata Sd/-
Dated : 14th day of August, 2013 Ajit Kumar Agarwala
Chairman 8 Managing Director