Report on Corporate Governance
The Company pursuant to clause 49 of the listing agreement with Stock Exchanges furnish its Report on the Code on Corporate Governance.
I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy on Corporate Governance is to attain highest level of transparency, and accountability in the functioning of the Company and its relationship with employees, shareholders, creditors, consumers, dealers, lenders and ensuring high degree of regulatory compliance.
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 comprises of 5 members consisting of 1 Executive Director and 6 non Executive Directors out of which 4 are independent Directors.
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 Non-Executives, Independent Directors, all of whom are financially literate and they have accounting or related financial management expertise. Mr. R.Kanodia 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 any Stock Exchange and others.
b) The Company 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.
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.
1) Recommending the appointment, re-appointment and if required, the replacement or removal of the Statuary Auditors and fixation of audit fees.
2) Reviewing, with the management, the Annual Financial Statements before submission to the
a) Board for approval, with particular reference to:
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 judgment 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.
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
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 June, 2011 , 30th September, 2011 , 31st December, 2011 and 31st March, 2012.
IV. REMUNERATION COMMITTEE
No Remuneration Committee has been formed pursuant to clause 49 of Listing Agreement. However a Remuneration Committee has been constituted in accordance with the schedule XIII of the Companies Act, 1956, to consider and approve the Managerial Remuneration Consisting of the respective salary and perquisites to be paid to the Executive Director in accordance with their respective terms of employment. The Board may from time to time request the Remuneration Committee to examine and recommended/approve.
The Remuneration Committee of the Board as on 31st March, 2012 comprised Mr. Kamal Kishore Bihani, a Non-Executive Independent Director, as the Chairman, Mr. Rajendra Kanodia, Mr. Sitaram Sharma and Mr. Rajesh Singhania, Non-Executive Independent Director as its members.
The Remuneration Committee of the Company is directed towards rewarding performance of the Executive Directors, the Non-Executive Directors and such other members of the executive management including salary, bonuses, incentive payments, share options, pension rights, terms of employment and any compensation payments, based on review of achievements on a periodical basis.
V. SHAREHOLDER'S/ INVESTORS' GRIEVANCE COMMITTEE
Terms of Reference:
The Investor's Grievance Committee has been constituted to deal with the redressal of investors' complaints relating to transfer, non-receipt of Annual Report, etc.,
The Shareholders' / Investors' Grievance Committee of the Board, comprised four Non-Executive Independent Directors, namely:
1. Mr. Rajesh Singhania (Chairman)
2. Mr. Kamal Kishore Bihani
3. Mr. Sitaram Sharma
4. Mr. Rajendra Kanodia
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 (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 31, 2012.
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 31, 2012.
VII. 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 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 Non-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 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.
VIII. MEANS OF COMMUNICATION:
Half-yearly / Quarterly report normally published in News Papers
No, as the results of the Company are of published in Newspapers.
Any website, where displayed
Yes, at 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
"Eco of India" in English and "Arthik Lipi in Bengali.
Whether Management Discussion & Analysis Report is a part of Annual Report or not
IX. GENERAL SHAREHOLDER INFORMATION:
a) Annual General Meeting
Date: September 29, 2012
Time: 11:00 A.M
Venue: 10, Government Place (East), Kolkata - 700 069
b) Financial Year (tentative and subject to change) Board Meeting for approval of
Date of Board meeting for approval
Annual Accounts for 2011-12: 4th Week of May, 2012
Financial Results for First Quarter: 2nd week of August, 2012
Financial Results for Second Quarter: 2nd week of November, 2012
Financial Results for Third Quarter: 2nd week of February, 2013
c) Book Closure
Books shall remained closed from September 22nd, 2012 to September 29th, 2012 (both days inclusive)
d) Listing in Stock Exchange
i. The Company Securities are listed as per detailed below:
Name of the Stock Exchange
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.
Ahmedabad Stock Exchange Limited.
Kamdhenu Complex, Ahmedabad-380015
Jaipur Stock Exchange Limited.
Indra Place, J.L.N. Marg. Malviya Nagar, Jaipur-302017.
ISIN Number for NSDL/CDSL
The Company has paid Annual listing fees to Bombay Stock Exchange for the year 2012-13.
National Securities Depository Ltd.
Trade World, 4th Floor, Kamala Mils Compound,
Senapati Bapat Marg Lower Parel, Mumbai-400023.
Central Depository Service (India) Limited.
Phiroza jeejeebhoy Tower,
28th Floor Dalal Street, Mumbai-400001
(e) Demat ISIN Numbers:
National Securities Depository Ltd.
ISIN INE 390D1011.
Central Depository Service (India) Limited.
ISIN INE 390D1011.
(f) 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
(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. or at the Registered Office of the Company. 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 21 days, if the transfer documents are found technically in order and complete in all respects.
h) Outstanding GDRs/ ADRS/Warrants or any Convertible Instruments:
No GDRS/ADRs/Warrants or Convertible Instruments are issued during the year.
i) Details of public funding obtained in last three years:
No capital has been raised by way of public funding in past three years
j) Plant Locations:
i. Bagdogra Tea Estate,
P.O. Bagdogra, Dist. Darjeeling, West Bengal
ii. Adhikari Tea Factory
P.O. Adhikari,Dist. Darjeeling
iii. Terai Tea Factory unit
Sevoke Road, Siliguri
iv. Sevoke Tea Factory
P.O Chandani Danga, Dist Uttar Dinajpur
v. Karjeepara Tea Factory
P.O. Das Darga, Dist.Jalpaiguri
k) Address for correspondence:
Any assistance regarding share transfer and transmission, change of address, non- receipt of share certificate/ duplicate share certificate, demat and other matters and 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 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
10,Government Place(East), 1st Floor, Kolkata- 700 069.
Tele: (033) 4021-4412(34 Lines), Fax : (033) 2248-9182
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
For and on behalf of the Board
Ajit Kumar Agarwala
Chairman & Managing Director
Dated: 18th August, 2012