Dear Members,
 
 We present the 38th Annual Report of the Company together with the
 Audited Statement of Accounts for the year ended 31st March, 2011.
 
 FINANCIAL RESULT
 
                                                  (Rs. in lacs)
 
 Particulars                            March 31,    March 31, 
                                             2011         2010
 
 Gross Revenue                            4102.02      5289.56
 
 Profit /(Loss)before Depreciation, 
 Interest and Tax                          530.25       499.56
 
 Less : Interest                           297.27       235.64
 
 Profit/(Loss) before Depreciation         232.98       263.92
 
 Less : Depreciation                       202.19       191.46
 
 Profit/(Loss)before Taxation               30.79        72.46
 
 Less : Taxation                            15.40        19.56
 
 Profit after Taxation                      15.39        52.90
 
 Add/Less : Balance Brought Forward       1070.59      1017.70
 
 Surplus/(Deficit) Carried to 
 Balance Sheet                            1085.98      1070.60
 
 Basic and Diluted Earning Per 
 Share                                       0.45         1.05
 
 The Company could produce 48.01 Lacs kgs. of made tea in the year
 2010-11 as against 63.35 lacs kgs. in the previous year against the
 installed capacity of production of tea for all the units at 100 lacs
 Kgs. of made tea. The sales accordingly has fallen. The Company
 endevours to improve the quality of the made to improve sales
 realisation per Kg. The decline in production is due to erratic rain
 fall and severe pest attack in the entire tea belt area of North
 Bengal. Further, the tea bushes at company’s tea estate namely Bagdogra
 Tea Estate have become very old and the yield from these bushes are
 very low. In order to maximize the yield, the company in the Current
 Financial year has undertaken the work of uprooting and replantation in
 at least 125 acres. The replantation work is expected to be completed
 in the Financial year 2011-12.
 
 In the litigations filed by your company against Ministry of Defence,
 Government of India against acquisition of land in the year 1962, the
 Hon’ble High Court, Calcutta has passed an order for appointment of an
 Arbitrator to ascertain the quantum of compensation to be received by
 your company against acquisition of land and grown standing crops/
 trees at Bagdogra Tea Estate. Your company expects to receive several
 crores towards such compensation. The proceeding for compensation
 against Indian Air Force and AAI are pending in the Courts of Law.
 
 The Tea Estate of your company continued to improve upon the quality
 standard by way of regular uprooting and replanting / rejuvenating of
 old bushes. Various measures have been taken to ensure hygienic
 atmosphere at the factory premises. The Bought Leaf Factories are
 renovated with installation of latest sophisticated machines which
 shall help the company to maximize capacity utilization and achieve
 cost efficiency.
 
 INDUSTRY OUTLOOK
 
 India is the Second largest producer of tea worldwide, producing about
 1000 million kgs. which accounts for 28 per cent of the global tea
 production.
 
 India‘s tea exports have also registered a growth of 5% during the
 first nine months of the current calendar year. Total exports over the
 Jan-Sept period of 2010 stood at 143.5 million kgs. Compared with 136.6
 million kgs in the corresponding period of the last year. India exports
 CTC variety of tea to countries like Egypt, Pakistan and the UK and
 while premium orthodox variety of tea is exported to countries like
 Iraq, Iran and Russia.
 
 Almost every tea-drinking nation in the world imports some variety of
 Indian tea Due to an existing large domestic market for Indian tea,
 exports, account for less than 20 per cent of domestic production.
 
 In 2010 world tea prices were buoyant due to tight supply in the world
 market exacerbated by a sharp decline in tea output worldwide.
 
 The Tea Industry has every reason to look ahead in 2011 with great deal
 of optimism and confidence. With virtually no carry forward stock and
 growing domestic demand to act as buffer against the uncertainties of
 the global tea trade. Prices levels are expected to remain attractive
 in the year 2011.
 
 PROPOSED PROJECTS AND EXPANSION PLANS
 
 Active involvement in the development of Project work in the nature of
 new product development like jute, steel trading and manufacturing with
 diversification focus will be undertaken to fit into Company’s
 strategic growth plan. Sevoke Tea Factory Unit of the Company has been
 shifted to Village: Moulani, P.O. Chandani Danga, Dist. Uttar Dinajpur,
 West Bengal. Production at Sevoke Tea Factory could not be started due
 to lack of registration under TMCO by Tea Board of India in ealier
 years. However, Tea Board of India has already granted its TMCO for the
 sevoke Tea Factory, but the supply of quality green tea leaves for the
 purpose of making green tea are irratic and therefore could not start
 production at Sevoke Tea Factory of your company.
 
 As the members are aware, the real estate sector has transformed from
 nascent sector to an emerging industry.  Keeping in view the growth,
 your company had planned in the year 2006 itself to enter into real
 estate business by constructing Multiplex cum commercial complex at
 Sevoke Road ,Siliguri.The Company was sanctioned Credit Facilities for
 such purpose but due to sudden demise of the then Joint Managing
 Director, Mr.Amit Agarwala, the said multiplex project could not be
 started.  However the company is re-considering starting the said
 project with a great enthusiasm. Your company owns a prime land of 5500
 sq. mtrs. at Sevoke Road, Siliguri which is also in the heart of the
 town. The company proposes to develop a Commercial Complex in the
 near future.
 
 Your company has decided to takeover sick or closed tea gardens, if
 any, being approached by State /Central Government and ensures to
 revive the same through the efforts of the panel of professionals
 working for your company having expertise in various fields. Your
 company has entered into an agreement for taking over management and
 control of 98% shareholding of Belgachi Tea Co. Ltd. from the present
 owners of Belgachi Tea Estate in Dist. Darjeeling. However after
 conclusion of deal, the present owners have refused to perform the said
 Agreement for Sale. Your company has filed Specific Performance Suit
 for taking over management and control of 98% share of Belgachi Te a
 Estate which is still pending before Hon’ble High Court, Calcutta. Your
 Directors are hopeful of succeeding in the same.
 
 Your company has participated in a tender invited by Railway Land
 Development Authority for development of a commercial complex on 8317
 sq. mtrs. land at Burman Road, Siliguri, West Bengal. Railway Land
 Development Authority is yet to open the financial bid of the tenders.
 
 Your company is also pursuing with the New Government in the State as
 well as with the Government of India, Ministry of Tourism for
 development of Hotel cum Resort at Bagdogra Tea Estate under their ‘Tea
 with Tourism’ scheme due to its nearness to Bagdogra Airport, which has
 become international Airport very recently and also this being gateway
 to Darjeeling, Bhutan, Sikkim and entire North Eastern States of India
 
 DIRECTORS
 
 Pursuant to section 256 of the Companies Act, 1956, Sri Rajesh
 Singhania and Sri Sitaram Sharma, Directors of your company are liable
 to retire by rotation and being eligible, offers themselves for re-
 appointment. Brief particulars and expertise of these Directors and
 their directorships and committee membership have been given in the
 annexure to the notice of Annual General Meeting in accordance with the
 requirement of Listing Agreement with Stock Exchange.
 
 All the Directors have filed Form DD-A with the Company as required
 under the Companies (Disqualification of Directors u/s 274(1)(g) of the
 Companies Act,1956)Rules 2003.
 
 AUDITORS
 
 Messrs P.K.Shah & Co., Chartered Accountants, Siliguri, Statutory
 Auditors of the Company, holds office until the conclusion of the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 The Company has received letters from the auditors to the effect that
 their appointment, if made, would be within the prescribed limits under
 Section 224(1)(b)of the Companies Act,1956 and that they are not
 disqualified for reappointment within the meaning of section 226 of the
 said Act.
 
 AUDITORS’ OBSERVATIONS
 
 The notes to the Accounts referred to in the Auditors’ Report are
 self-explanatory and therefore do not call for any further comments.
 
 FINANCE
 
 The present bankers of the Company are Central Bank of India, Bank of
 India and UCO Bank providing credit facilities to the company. The
 Directors express their appreciation for the assistance and
 co-operation provided by them.
 
 PUBLIC DEPOSITS
 
 During the year under review, your company has not accepted any deposit
 under Section 58A of the Companies Act, 1956 read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 DIVIDEND
 
 Considering the financial requirements towards the funding of the
 ongoing expansion plan, which we believe will enhance the shareholder’s
 value in the long term, no dividend is recommended by the Directors of
 your Company for the year ended 31st March, 2011.
 
 CREDIT RATING
 
 The Company continues to have the domestic credit rating of BBB stable
 from CRISIL.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Your Directors would like to inform members that the audited accounts
 containing the financial statements for the year 2010-11 are in
 conformity with the requirements of the Companies Act and they believe
 that the financial statements reflect fairly the form and substance of
 transactions carried out during the year and reasonably present the
 Company ’s financial condition and results of operations. The Statutory
 Auditors, P.K.Shah & Co., Chartered Accountants, Siliguri (Registration
 no. 308150E) have audited these financial statements.
 
 Based on the same, your Directors further confirm that according to
 their information:
 
 i. in the preparation of the annual accounts, applicable accounting
 standards have been followed and there are no material departures;
 
 ii. The accounting policies are consistently followed and applied to
 give a true and fair view of the state of affairs of the Company;
 
 iii. proper and sufficient care has been taken for the maintenance of
 accounting records in accordance with the provisions of the Companies
 Act for safeguarding the assets of the Company ;
 
 iv. The annual accounts have been prepared on a going concern basis.
 
 The Company’s Internal Auditors have conducted periodical audits to
 provide reasonable assurance that the Company’s established policies
 and procedures have been followed.
 
 The Audit Committee constituted by the Board meets at regular intervals
 to review internal control and financial reporting system.
 
 INSURANCE
 
 Adequate insurance cover has been taken for properties of the company
 including buildings, plant and machineries and stock against fire,
 earthquake, Tea Crop and other risks as considered necessary.
 
 DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.
 
 Necessary information relating to conservation of energy, technology
 absorption and foreign exchange earnings and outgo, as required to be
 disclosed under section 217(1)(e) of the Companies Act,1956 read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, are provided in Annexure-A to this Report.
 
 PARTICULARS OF EMPLOYEES
 
 The company had no employee during the financial year ended 31st March,
 2011 who was in receipt of remuneration in excess of the limit
 specified under section 217(2A) of the Companies Act, 1956 read with
 Companies ( Particulars of Employees) Rules, 1975.
 
 STATUTORY DISCLOSURE
 
 None of the Directors of the Company are disqualified as per the
 provision of section 274(1)(g) of the Companies Act, 1956. All the
 Directors have made the necessary disclosures as required by the
 various provisions of the Act and Clause 49 of the Listing Agreement.
 
 CORPORATE GOVERNANCE
 
 Your Company is committed to maintain the highest standards of
 Corporate Governance and adheres to the stipulations prescribed under
 Clause 49 of the Listing Agreement with the Stock Exchanges. A separate
 section on Corporate Governance practices, the Auditors’ Certificate on
 compliance of mandatory requirements thereof, Management Discussion and
 Analysis and Shareholders information are given as annexure to this
 report.
 
 CODE OF CONDUCT
 
 Your Directors are pleased to report that your Company has adopted and
 complied with the ''''Terai Tea Company Ltd.-Code of Conduct of Business
 Principles and Ethics'''' for the Directors and Senior Executives of the
 Company. The code has been duly affirmed by them.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Company continues to support the Amit Agarwala Foundation, a Public
 Charitable Trust which has constructed ‘Amit Agarwala Smrity Bhawan’ to
 provide multipurpose facilities mainly for attendants of patients
 admitted at North Bengal Medical College & Hospital.  All facilities
 provided thereat including Dormitory with 60 beds, 20 triple bedded
 rooms for attendant, dialysis facility with 4 dialysis machines,
 pathology laboratory and sonography and other diagnostic are at
 economical rates just adequate to meet the maintenance cost stretched
 in total built-up area of 25000 sq.ft. in 4 floors including a
 multipurpose hall of 5400 sq. ft. The Foundation was conceived, created
 & developed in memory of the illustrious visionary young and dynamic
 Sri Amit Agarwala, a man ''who saw tomorrow’, who left for heavenly
 abode at young age of 30 years. It illuminates the memories of Amit
 Agarwala by creating permanent institutions for use by the needy masses
 in the field of education, medical facilities and other public
 utilities and to provide quality services in all such institutions at
 affordable cost. The Company believes that the long term impact of
 these initiatives will be immeasurable and invaluable to the society.
 
 A ''''Bang Bhawan In the heart of the town of Siliguri at Deshbandhu
 Para has been established and shall be dedicated to the weaker section
 of the society, will house two centrally airconditioned halls for
 multipurpose, a Liabrary, a Table Tennis Academy and a Vocational
 Training Centre. Total Constructed area is 19000 sq. ft.  approx
 besides landscaped Garden.
 
 APPRECIATION
 
 The Board of Directors take this opportunity to express their sincere
 appreciation for the excellent support and co-ordination received from
 Banks, WBIDC and other Govt. organisations. Tea Board authorities for
 continued enthusiasm, total commitment, dedication and efforts of the
 executives and employees of the Company at all levels, who contributed
 to the efficient operation and management of the Company. We are also
 deeply grateful for the continued confidence and faith reposed on us by
 the shareholders.
 
                                       For and on behalf of the Board
                                                  Ajit Kumar Agarwala
                                         Chairman & Managing Director
 
 Registered Office :
 
 10,Government Place (East)
 Kolkata-700 069
 Dated : 16th August, 2011