Directors Report of Norben Tea & Exports Ltd.

Mar 31, 2025

^Repon —- «* w A^d

1. FINANCIAL SUMMARY Oft HIGHLIGHTS

financial pwfblimmce of the Company for (ho year ended on 31*March, 2025 is summarized below:-

FINANCIAL SUMMARY
Total Revenue	Year Ended March 31, 2025 (Rs, in thousand) 76777	Year Ended March 31,2024 (Rs. in thousand) 66094^
Profit before Finance Cost. Depreciation and Taxation Less: Finance Cosi Profit/ (Loss) before Depreciation and Tax Less. Depreciation	15614 11318 4296	_._f2991 10733 (11032)
Profit/ (Loss) before Exceptional Items and Tax Profit/ (Loss) before Tax '' Less/(Add) : Current Tax Less/(Add): Mat Credit Income Tax for earlier year Provision of Deferred Tax (Credit) Profu/fLoss) after Tax	6029 (1733) (1733) 35 (1768)	5807 (16839) (16839) 169 (17008)
Item that will not be reclassified to profit or loss	3134	(661)
income rax relating to these items	<807)1	170
i viat income lor tne period	559T	(17499) 1

2. STATE OF COMPANY’S AFFAIRS

Rains and better tea growing conditions during the later part of the year helped recover most of the rminr

sissi

resulting in a positive profit before depreciation and tax ^{P J igams}'' ^{prev,ous year}

3. CHANGE IN THE NATURE OF UUSINESS, IF ANY

There has been no change in the nature of Business of the Company during the reported financial year.

4. DIVIDEND

y“p^ “pm^ ^{diVldend &r} * “ ^ ²⁰²Â«⁵ ” ^view of retaining cash for

5. TRANSFER TO RESERVE

No amount was transferred to general reserve during the financial year ended 31-March, 2025.

6. MATERIAL CHANGES COMMITTMENTS

7. SHARE CAPITAL

2 ''^h'',^appraval f^fc -*•*• «** * ** m, _m

iottrf37M IdSlTh SP, ^{Jam,ilry> 2}°^2S'' fl* ©>mW had issued and

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¹²''¹⁸''^{100 (Twelve lakte} “Shtaen thousand one

»***?S|i₀J^epaid-^u''^>”^quity c&irf¹aSS&tMSffi

''^fclly m » » cWS

8. INTERNAL CONTROL SYSTEM

Votdr Company has in place, an adequate system of internal controls commensurate with It* <,<«

^synems 3,8 des,Ened keeping **» ^ &¦ -

™*"cSS"^{il F,NANCIAL CONTROLS WI}™

Sf® r tue passing through the Audi. Committee and the processes;#

Director of it Com4nv^X The fiSf, , '' *** ^Wme « «* »«** <* £ Boatd of

aJStl^Sd"^{rC8Ularly Updated} ”*• ^C“W“ «** •*

10. NAMES OF COMPANIES WHICH HAVE BECOME OH CFAOTn to „ ™„ SUBSIDI ARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAH

As on 31“ March, 2025, your company has no subsidiaries, joint ventures or associate Companies.

11. PUBLIC DEPOSITS

20°n. ^C°^{mpany haS n0t aCCepted/renewed} “y deposits covered under Chapter V of the Companies Act,

l

12. AUDITOR AND AUDITORS REPORT

aloZ’ ^& S$Si***¹ (ICA1 Firm Registraticvt, No. 001150C) was appointed as

^S«- ,-u ¦''^u''ⁱ""^rs1^0f,^{lhe C}°^mW for the Financial Year 2023-24 ».e.f. 25^u'' September. 2023 to hold

m "V¹ oS^^nd"^{10n of}"³⁴ <^Thirty FourtJi} Annual Genera! Meeting for Financial Year ended II¹¹ Ma ch 2024. Ihe tenure of M/s P. D. Rung,a St Co., as Statute^ Auditor of No,ben II A F.Zis i’ll

ended 3°»CtS‘^P''^Fed conclusion of 34* Annual Genera! Meeting lb, the Financial Y«

^{M S} ^lw°'' ^^]T1AL & ASSOCIATES, Chartered Accountants. Firm Registration No0H64GC was

Einfhdd ST^{17 Au}rr ^{of Annual General}

Financ^l ^ 2028™“ ^ ** inclusion of the Annual General Meeting for tfe

Trie report by the Auditors is self-explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

JJ. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Re^unldroftTn °^f ^,3°" ²⁰⁴ H «te Companies (Appointment and

Remuneration «f Managerial Personnel) Rules, 2014 the Board has appointed CS Ajav Kumar Agarwal

225 ^0fAgr^J,^A J ***** ^CoiW Sccrctane,. Practicing Compi* Secretary Tt s.ciuanal auditor to undertake Secretarial Audit for the FY 2024-25. The Secretarial Audit Report in the specified term MR-3 is annexed herewith as Annex are A in the Anncxurc Tor tiling part of this Report.

The Secretarial Audit Report has following observations:

(i) The Securities and Exchange Board of India (SEBI), vide its adjudication order no. Order/B S/KH/2024-25/30558 dated June 28, 2024, imposed a penalty of Rs. 1,00,000 (Rupees One Lakh only) on the Company for violation of Para 6(A) and 6(B) of SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019, in the matter relating to the resignation of the Statutory Auditor. The Company has duly paid the penalty amount within the stipulated timeline.

(ii) BSE Ltd. and National Stock Exchange of India Ltd. (NSE), vide their letters dated December 13, 2024, imposed a fine of Rs. 5,900/- (Rupees Five Thousand Nine Hundred only) each on the Company for non-compliance with Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, due to a one-day delay in submission of the related party transactions for the half year ended September 30, 2024. The Company has duly paid the penalty amount within the stipulated timeline.

The Board wish to clarify that the Company’s management had at all times to the best of their intentions and knowledge tried to comply with all the rules and regulations specified by various statutory authorities including SEBI and any lapse is only due to inadvertent error. The Company remains committed to ensure

optimum compliances of all applicable laws and put in place stringent system and policy checks to avoid any such lapses in futui-e

14. LISTING

The Equity Shares of the Company are listed at the BSE Ltd. and National Stock Exchange of India Limited (NSE). ⁶

15. REPORTING OF FRAUD BY AUDITORS

1 here were no instances ot fraud during the year under review, which required the Statutoiy Auditors to report to the Audit Committee and/or the Board under Section 143(12) of the Companies Act 2013 and the rules made thereunder.

16. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY FOREIGN

EXCHANGE EARNINGS AND OUTGO ’

The information pursuant to Section l34(3Xm) of the Companies Act, 2013 and Rule S of Companies (Accounts) Rules, 2014, is given as An n ex u re B in the Anne sure forming part of this Report.

17. EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92, 134(3), read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return has been uploaded on the Company’s website at www.norbentea.com/Ddf/extractofihe3niiualreturn March 2025.pdf

18. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The level of operations of the Company is below the minimum threshold of Corporate Social Responsibility reporting.

19. DIRECTORS

^ ^C0™^thuTed prising of 7 (Seven) Directors, Mr. Manoj Kumar Da g₃ ^Ml'' ^{A5h0k Vardhan BagFec {D1N:} ^0421623), Ms. Komaj Bhotika (DIN: 08845578) Mr. Balknshan Aganval (DIN: 0So99472), Mr. Deepak Tiwari (DIN:08839075) and Ms. Tantisree Chailerjee (DlN:OS837933). On 28’^h May, 2025, Mrs. Rashmi Sharma (DJN: 1112] 866) joined as an Additional Director (Category: Non-Executive Independent) on the Board of the Company subject to approval of the members at the ensuing Annual General Meeting. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Bafkrishan AgarwaL retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

20. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Ranjan Kumar Jhalaria (DIN: 05353976) and Mrs. Swati Agarwal (DIN: 06804522) having successfully completed 2 terms of 5 years each of being associated with the Company in the capacity of Independent Directors of the Company were retired from the office of Independent Directors with effect from the conclusion of 34* Annual General Meeting for Financial Year ended 31^st March, 2024 held on 9* August, 2024. The Board placed on record its sincere appreciation for the contributions made by Mr. Ranjan Kumar Jhalaria and Mrs. Swati Agarwal, during their tenure on the Board of the Company.

Mr. Ashok Vardhan Bagree (DIN : 00421623) and Ms. Komal Bhotika (DIN : 08845578) were appointed as Non-Executive Independent Director of the Company for the first term of five years commencing from the conclusion of 34^th Annual General Meeting for Financial Year ended 31^st March, 2024 held on 9* August, 2024.

Mrs. Payal Surolia resigned from the post of Chief Financial Officer of the Company with effect from close of business hours on 14^th December, 2024.

Ms. Muskan Bhimrajka appointed as Chief Financial Officer of the Company with effect from 13^th February, 2025.

21. NO. OF MEETINGS OF THE BOARD

The Board of Directors haye met 7 (seven) times during the financial year on 29-05-2024,07-08-2024, 0908-2024, 12-11-2024, 26-11-2024, 04-12-2024 and 13-02-2025. The maximum time gap between any two meetings was less than 120 days as stipulated under SEBI’s Listing Requirements, 2015.Details of meeting are given in the “Corporate Governance Report” of the Annual Report.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

A Separate meeting of the Independent Directors was held on 12-11-2024, Mr. Ashok Vardhan Bagree Independent Director presided the meeting. The Independent Directors at said meeting reviewed the performance of the non-independent Directors.

Details of the separate meeting of the independent Directors held and attendance of Independent Directors therein are provided in the report on corporate governance forming part of this report.

23. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has, at the first meeting of the Board and also at the first meeting of the Board after his/her appointment, in the financial year 2024-2025, given a declaration as required u/s.149 of the Companies Act, 2013 that he/she meets the criteria of Independence.

24. NO. OF MEETINGS OF THE COMMITTEE OF BOARD

The details of the number of committee meetings of Board attended by each Directors during the financial year 2024-25 is annexed herewith as Annexure C in the Annexure forming part of this Report.

25. AUDIT COMMITTEE AS REQUIRED U/S177(8) OF COMPANIES ACT, 2013

Further, during the year there was no recommendation of the Audit Committee which had not been accepted by the Board.

26. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior.

The Vigil Mechanism (Whistle Blower Policy) has been uploaded on the Company’s website at https://www.norbentea.com/pdf/Vigil-mechanism-whistle-blower-policv.pdf

27. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION ETC.

The Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s. 178(3) of the Companies Act, 2013 is given as Annexure D in the Annexure forming part of this Report. ¦

28. RELATED PARTY TRANSACTION

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Company’s website at https://www.norbentefl.com/pdf/policy-on-related-and-materiallv-relatect-partv transactions.pdf

All contracts, arrangements and transactions entered by the Company with related parties during FY 202425 (including any material modification thereof), were in the ordinary course of business and on an arm’s length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

The Shareholders approval was obtained under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations for material related party transaction. The information on transactions with related parties, pursuant to Section I34(3)(h) of tire Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are disclosed as Annexure E in the Annexure forming part of this Report.

29. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

30. FORMAL ANNUAL EVALUATION OF BOARD

Formal annual evaluation by the Board of its own performance and that of its committees and individual directors had been done during the year in the manner stated in the Criteria for Performance Evaluation of the Directors of the Company as framed by the Nomination and Remuneration Committee of the Company is given as Annexure F in the Annexure forming part of this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) INDUSTRY STRUCTURE & DEVELOPMENT. OPPORTUNITIES & THREATS AND OUTLOOK

India is the second-largest producer of tea globally. Indian tea is one of the finest in the world owing to strong geographical indications, heavy investment in tea processing units, continuous innovation, augmented product mix, and strategic market expansion. As of 2022, a total of 6.19 lakh hectares of area was cultivated in India for tea production. India is also among the world''s top tea-consuming countries, with 80% of the tea produced in the country consumed by the domestic population.

The Assam Valley and Cachar are the two tea-producing regions in Assam. In West Bengal, Dooars, Terai and Darjeeling are the three major tea producer regions. The southern part of India produces about 17% of the country''s total production with the major producing states being Tamil Nadu, Kerala, and Karnataka.

The global tea production (excluding China) in calendar year 2024 shows decline as compared to previous year due to lower crop in India and Uganda. All India tea production decreased to 1285 million kgs from 1394 million kgs, primarily due to adverse climatic conditions and mandatory early closure of factory in North India.

Average tea prices at auction centers in North India witnessed an increase of around ? 41/Kg due to lower supply compare to previous year. Quality teas continue gaining prominence with thrust on further improving the quality in the current year.

During the current year till date, the inclement weather continues. However, with a forecast of normal monsoon, higher crop is expected compared to previous year. The demand for quality and clean tea is expected to remain good. With growing awareness in the domestic market on Food Safety requirements, Maximum Residue Level limits and increased monitoring by Food safety and Standards Authority of India (FSSAI) over the last year has resulted in significantly increased levels of competition for compliant teas.

Additionally, the very wide price concertina that has now developed between good quality teas and lower quality teas in the domestic market in India, over the last few years, presents a significant opportunity to enhance value.

Increasing extremes in weather patterns resulting from climate change present a substantial challenge to consistently maintain production of good quality teas through the season. Managing the weather has become the single most difficult aspect of running tea estates and the biggest hurdle to upgrading quality which is essential for NTEL to move up the value chain.

b) RI SKS AMD CONCERN

The plantation industry is largely dependent on the vagaries of nature with factors like rainfall, its distribution, temperature, relative humidity and light intensity having its impact on yield. Since timely information of weather plays a vital role for initiating steps towards application of fertilizers, chemicals and pesticides, steps are taken at the estate to get the weather information well in advance. -

Global warming and increased incidence of pest and fungal attacks pose a significant threat to standing tea crops. Restrictions on use of effective Plant Protection Formulae necessitated from low import tolerances in most import tug geographies, coupled with increasing demands on this front front certification programs which are necessary to effect sales both in the domestic and export markets has exacerbated the risk of crop losses under the present climatic conditions. Increased vigilance, early detection, and Integrated Pest Management practices are critical factors in mitigating this threat.

c) SEGMENT WISE OR PRODUCT WISE PERFORMANCE The Company is a Single Business Segment Company.

d) INTERNA I. CONTROl. S Y STEMS A THEIR. ADEQUACY

The Company has adequate internal control system commensurate with the size, scale and complexity of its operations which provides reasonable assurance with regard to safeguarding the Company''s assets, promoting operational efficiency by cost control, preventing revenue leakages and ensuring adequate financial and accounting controls and compliance with various statutoiy provisions.

A qualified and independent Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them.

e) FINANCIAL fc OPERATIONAL PERFORMANCE

The details of Financial Performance and Operational Performance have been provided in the Report of the Directors.

f) HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS

The Company has built its workforce with a diverse background of individuals - essential for the kind of organization that it is. The company constantly endeavours to provide a platform where people have opportunities to actualize their maximum potential through work which helps to stretch their intellect. Continuous efforts are on for a work-culture which encourages innovation, transparency in communication, trust and amity.

g) cautionary .STATEMENT

The statements made in the Management''s Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may be "Forward Looking Statements" within the meaning of applicable Securities Laws & Regulations and are based on the currently held beliefs and assumptions of our management, which are expressed in good faith and in their opinion, reasonable. Actual results could differ from those expressed and implied since the Company''s operations are influenced by many external and internal factors beyond the control of the Company. Several factors could make a significant difference to the Company''s operations which includes climatic conditions, economic conditions affecting demand and supply, government regulations and taxation, natural calamities, raw material price changes, domestic supply and prices conditions, company''s success in attracting and retaining Key Personnel, integration and restructuring activities, general business and economic conditions over which the Company does not have any direct control.

32. RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, which in the opinion of the Board, may threaten the existence of the Company. The Board monitors and reviews periodically various aspects of Risk Management policy. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized,

33. PREVENTION QF SEXUAL HARASSMENT AT WORKSHOP

Your Company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero- tolerance towards sexual harassment which invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employee. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors confirm that:

i. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31⁵¹ March, 2025 with proper explanation relating to material departures, if any.

ii. Accounting policies have been selected and applied consistently and judgments and estimates have been made which are reasonable and prudent and have been applied so as to give a true and fair view of the state of affairs of the Company in respect of the financial year ended 31^st March, 2025 and of the loss of the Company for that period.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Annual Accounts for the year ended 31^st March, 2025 have been prepared on the basis of going concern concept.

v. The Directors have laid down the internal financial controls to be followed by the Company detailing the policies and procedures and these internal financial controls are adequate and are being operated effectively.

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

36. PAR'' READ W PERSON	riCULARS OF DIRECTORS’ REMUNERATION U/S.197 (12) OF THE COMPANIES ACT 2013 ™«ULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL NEL) RULES, 2014
SI. No..	Name	Designation	% increase / decrease in remuneration	Ratio of the remuneration of each director : median remuneration of the employees
1	Mano; Kumar Dnga	Managing Director	NIL	4.25:1
2	Ashok Vardhan Bagree	Independent Director	#	NIL
3	Komal Bhotika	Independent Director	#	NIL
4	Balkrishan Agarwal	Non-Executive Director	#	NIL
5	Dipak Tiwari	Independent Director	#	NIL
6	Tanusree Chatterjee	Independent Director	#	NIL
7	Rashmi Sharma	Additional Director (NonExecutive liidewndant Caieirervs	#	NIL
8	Niraj Tiwari	CS	138.28
9	Payal Surolia	CFO(Resigned on 14.12.2024)	-22.73
10	Muskan Bhimrajka	CFCXJoined on 13.02.2025)	-	.

#Director’s sitting fees is not considered for the purpose of this calculation. ~~ ~

The Company has 57 employees as on 31^s,March, 2025.

Percentage increase in the median remuneration of employees in the financial year: Nil.

Average percenLile increase in the salaries of employees compared with percentile increase / decrease in managerial remuneration is Nil.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

Wages of the Tea Garden employees are decided through a Tripartite Agreement between Workers Associations, State Governmcnl and Representatives of the Tea Industry. Remuneration paid to other Employees is fixed. No variable remuneration is paid. Remuneration paid is as per tire Remuneration Policy of the Company.

37. PARTICULARS OF EMPLOYEES

As on March 31, 2025 the Company did not have any employee in the category'' specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. COMPLIANCE CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Certificate regarding compliance of conditions of corporate governance is given as Annexure G in the Armexure forming part of this report.

39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

40. APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram Pandiayau Government Departments, State Bank of India, Stakeholder and as! others.

---

Mar 31, 2024

The Directors are pleased to present the Thirty Fourth Annual Report together with the Company’s Audited
Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2024 is summarized below: -

FINANCIAL SUMMARY
	Year Ended March	Year Ended March
	31,2024	31,2023
	(Rs. in thousand)	(Rs. in thousand)
Total Revenue	66094	78045
Profit before Finance Cost, Depreciation and Taxation	(299)	17123
Less : Finance Cost	10733	8258
Profit/ (Loss) before Depreciation and Tax	(11032)	8865
Less: Depreciation	5807	5485
Profit/ (Loss) before Exceptional Items and Tax	(16839)	3380
Prior Period Expenditure	—	—
Profit/ (Loss) before Tax	(16839)	3380
Less/(Add): Current Tax	—	575
Less/(Add): Mat Credit	—	340
Income Tax for earlier year	—	*
Provision of Deferred Tax (Credit)	169	342
Profit/(Loss) after Tax	(17008)	2119
Other Com ore hen si ve Income
Item that will not be reclassified to profit or loss	_(ML	400
Income tax relating to these items	170	Lm.
Total Comprehensive Income for the period	(17499)	2416

2. STATE OF COMPANY’S AFFAIRS

Extremely erratic weather conditions have affected tea production of North India and this is continuing in
the current year also. In financial year 2023-24 our tea prices declined by 11% and production by 6%
resulting in loss. In the current season tea prices are elevated due to shortage and production and prices
during peak season are yet to be seen.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Business of the Company during the reported financial year.

4. DIVIDEND

The Board has not recommended any dividend for the financial year 2023-24 in view of retaining cash for
your Company’s growth: prospects.

5. TRANSFER TO RESERVE

No amount was transferred to general reserve during the financial year ended 3 l^!tMarch, 2024,

6. MATERIAL CHANGES COMMITTMENTS

There are no material changes or commitments affecting the financial position of the company which has
occurred between the end of the financial year of the company to which the financial statements relate and
the date of the report.

7. SHARE CAPITAL

During the year under review the Company has not altered its share capital.

8. INTERNAL CONTROL SYSTEM

Your Company has in place, an adequate system of internal controls commensurate with its size,
requirements and the nature of operations. These systems are designed keeping in view the nature of
activities, location and various business operations.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

Being a listed entity, the financial statements are passing through the Audit Committee and the processes of
Internal and External (Tax and Statutory) Audits, before being approved at the meeting of the Board of
Directors of the Company. The financial statements are regularly updated on the Company’s website and
available to all stakeholders.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

As on 31^st March, 2024, your company has no subsidiaries, joint ventures or associate Companies.

11. PUBLIC DEPOSITS

Your Company has not accepted/renewed any deposits covered under Chapter V of the Companies Act,
2013.

12. AUDITOR AND AUDITORS REPORT

M/s L. K. Bohania & Co, Chartered Accountants (Firm Registration No. 317136E) tendered their
resignation on 25* September, 2023 and their resignation was accepted w.e.f. 25* September, 2023.

Further, M/s. P. D. Rungta & Co, Chartered Accountants (Firm Registration No.001150C) appointed as the
Statutory Auditors of the Company w.e.f.25* September, 2023, will hold office till the conclusion of the
Annual General Meeting for the financial year 2023-24.

The Statutory Audit Report has an observation made by the Auditors of the Company in the Auditors’
Report have been dealt with at the appropriate place (s) in the Annual Report in respect of the year ended
31^st March, 2024.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS Ajay Kumar Agarwal,
Proprietor of Agarwal A & Associates, Company Secretaries, Practicing Company Secretary as its
secretarial auditor to undertake Secretarial Audit for the FY 2023-24. The Secretarial Audit Report in the
specified form MR-3 is annexed herewith as Annexure A in the Annexure forming part of this Report

The Secretarial Audit Report has a qualification, reservation, adverse remark relating to a show Cause
Notice Ref No. SEBI/EAD-l/BS/10868/1/2024, dated March 18, 2024 issued by the Securities and
Exchange Board of India (SEBI) under Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019 for
non-Compliance of Para 6(A) and 6(B) of said SEBI Circular. The Company duly submitted its response
through email dated March 28,2024 to the SCN awaiting further views from SEBI.

The Equity Shares of the Company are traded at the Bombay Stock Exchange and National Stock
Exchange of India Limited.

• P*g|’ Auditors to

rules made thereunder, ^{0(100 143}^²^ of the Companies Act, 2013 and the

EXCHANGE EAROTNGS and OUTCO^ ^{ABS0RPTI0N of} TECHNOLOGY, FOREIGN

16.EXTRACT OF THE ANNUAL RETURN

AdT^TtiS: 20,^S4lT^³:?L“R^Rt V?'' ^C“ and

website at www.nnrtK.Ap. ^{0,1 lte} Company''s

RPOUCY ON CORPORATE SOCIAL RESPONSIBILITY

Responsibility reporting of the Company does not conform to the minimum threshold of Coiporate Social
18. DIRECTORS

^M.^an°j Ktimar Daga (DIN:

Baiknshan Agarwai (DIN: 08599472). Mr, Dcepak Tiwari TOINQRSwIm?¹^ J⁰^ ^{0fiR^2j- Mr-
(DIN:08837933). In accordance with the and Ms'' TanU5re* ^atierjee}

Association of the CompEiny Mr Manoj Kumar Tin™ r ^ ,^0mpanj.^{es Aa 2013 antI} tfw Articles of
Meeting and being eligible, Jon''lStf ^ ^r°^tatl°ⁿ * ^{% Amwl GeT}™‘

APPOINTED^PERS0NNEL WHO WERE
There has been no change in the composition of the Board of Directors during the financial year.

Mn Ashish Pathak was appointed as Company Secretary of the Company with effect from 1* February,

M*. Paya. Surolia appointed as Chief Financial Officer of the Company with effect from 29*May, 2023.

h^f₈^^^°^m ^ ^P0St °^{f Com}^ Secietay with effect from the close of the business

Mr Niraj Tiwari was appointed as Company Secretary of the Company with effect from 9* November,

20. NO. OF MEETINGS OF THE BOARD

^{yBaf on 29}-°⁵-²⁰²³>^0ti-⁰⁷''^3,03-
meetittgs was less than 120 days as stipulated under SEBIVlist'' “^me between any two

** ^“Corporate of meeting

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

A Separate meeting of the Independent Directors was held on 09-11-2023, Mr. Ranjan Kumar Jhalaria the
lead Independent Director presided the meeting. The Independent Directors at said meeting reviewed the
performance of the non-*Independent Directors.

Details of the separate meeting of the independent Directors held and attendance of Independent Directors
therein are provided in the report on corporate governance forming part of this report.

22. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has, at the first meeting of the Board and also at the first meeting of the Board
after his/her appointment;* in the financial year 2023-2024, given a declaration as required u/s,149of the
Companies Act, 2013 that he/she meets the criteria of Independence.

23. NO. OF MEETINGS OF THE COMMITTEE OF BOARD

The details of the number of committee meetings of Board attended by each Directors during the financial
year 2023-24 is annexed herewith as Annexure C in the Annexure forming part of this Report

24. AUDIT COMMITTEE AS REQUIRED U/S177(8) OF COMPANIES ACT, 2013

Further, during the year there was no recommendation of the Audit Committee which had not been
accepted by the Board.

25. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors
and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing
Regulations, to report concerns about unethical behavior.

The Vigil Mechanism (Whistle Blower Policy) has been uploaded on the Company’s website at
https://www.n Drbentea.com/ndf/Vie1l-mechanistn-whi5tle-blower-policv.ndf

26. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION ETC.

The Company’s policy on Directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided u/s. 178(3) of the
Companies Act, 2013 is given as Annexure D in the Annexure forming part of this Report,

27. RELATED PARTY TRANSACTION

The Company has a well-defined process of identification of related parties and transactions with related
parties, its approval and review process. The Policy on Related Party Transactions as formulated by the
Audit Committee and the Board is hosted on the Company’s website at
https ://www.norbentea.com/pdf/pol icv-on-rel ated-and-material lv-related-partv t ra n s ac nons.pdf

All contracts, arrangements and transactions entered by the Company with related parties during FY 2023-
24 (including any material modification thereof), were in the ordinary course of business and on an arm’s
length basis and were carried out with prior approval of the Audit Committee. All related party transactions
that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior
approval of the Audit Committee was obtained periodically for the transactions which were planned and/or
repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen
transactions.

The Shareholders approval was obtained under Section 188(1) of the Act and Regulation 23(4) of the
Listing Regulations for material related party transaction. The information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC-2 are disclosed as Annexure E in the Annexure forming part of this Report.

28. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have
been disclosed in the financial statements.

29. FORMAL ANNUAL EVALUATION OF BOARD

Formal annual evaluation by the Board of its own performance and that of its committees and individual
directors had been done during the year in the manner stated in the Criteria for Performance Evaluation of
the Directors of the Company as framed by the Nomination and Remuneration Committee of the Company
is given as Annexure F in the Annexure forming part of this Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) INDUSTRY STRUCTURE & DEVELOPMENT. OPPORTUNITIES & THREATS AND
OUTLOOK

Global Tea production in the calendar year 2023 was higher by around 100 million Kgs compared
to previous year with Sri Lanka and Africa being the driving forces behind the surge. The Indian
tea crop for the financial year 2023-24 was 1382.03 million Kgs as compared to 1370.83 million
kgs in financial year 2022-23. India’s Tea exports, which rose by almost 15% in 2022, was lower in
2023 on the back of the geopolitical situation as India faced challenges in some of the traditional
markets including Iran, Russia and Turkey. The double whammy of sluggish domestic
consumption and low exports dampened the overall price realisation. Average tea prices at auction
centres in North India witnessed a decline of around Rs.17/- per Kg, while average tea prices at
auction centres in South India decreased by approximately Rs.6/- per Kg compared to previous
year.

Indian tea industry has been grappling with an acute financial crisis for the past few years as tea
prices have failed to keep pace with the increasing cost of production. Indian tea prices have
exhibited a compound annual growth rate (CAGR) of approximately 4% over the past decade while
the cost of essential inputs have surged at a CAGR of 9-15% during the same period. The
exponential increase in production over the past decade following the emergence of small tea
gardens has resulted in surplus teas remaining in the system as domestic consumption levels and
exports have not matched the increase in production. The organised industry has lost 1% of the
crop every year for a decade majoriy due to changing weather patterns and extreme climatic
conditions.

The pie of quality tea in total tea production has shrunk over the years. With its aim to improve
quality control and transparency through centralised auctions, the Ministry of Commerce recently
issued notification mandating the sale of 100 percent dust grade teas through public auctions
starting April, 1, 2024, This step where impartial testing for MRI, compl lance can be conducted
will help to identify and map chemical misuse in cultivation of tea. It would lead to better price
realisation with a positive impact on the revenue for tea producers, both big and small and also help
in providing a safe and sustainable product to the consumer.

b) RISKS AND CONCERN

To maintain the level of operations, while ensuring strict compliance of guidelines issued and
adhering to all preventive measures, has been a new challenge. The employees of the Company at
all levels have risen to this and there has not been any loss of life or fixed assets.

The plantation industry is largely dependent on the vagaries of nature with factors like rainfall, its
distribution, temperature, relative humidity and light intensity having its impact on yield. Since
timely information of weather plays a vital role for initiating steps towards application of
fertilizers, chemicals and pesticides, steps are taken at the estates to get the weather information
well in advance.

c) SEGMENT WISE OR PRODUCT WISE PERFORMANCE
The Company is a Single Business Segment Company.

d) INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has adequate internal control system commensurate with the size, scale and
complexity of its operations which provides reasonable assurance with regard to safeguarding the
Company''s assets, promoting operational efficiency by cost control, preventing revenue leakages
and ensuring adequate financial and accounting controls and compliance with various statutory
provisions.

A qualified and independent Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of internal control systems and suggests improvements for
strengthening them.

e) FINANCIAL A. OPERATIONAL PERFORMANCE

The details of Financial Performance and Operational Performance have been provided in the
Report of the Directors.

f) HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS

The Company lias built its workforce with a diverse background of individuals - essential for the
kind of organization that it is. The company constantly endeavours to provide a platform where
people have opportunities to actualize their maximum potential through work which helps to
stretch their intellect. Continuous efforts are on for a work-culture which encourages innovation,
transparency in communication, trust and amity.

g) CATJTTONARY STATEMENT

The statements ;made in the Management''s Discussion and Analysis describing the Company’s
objectives, projections, estimates and expectations may be "Forward Looking Statements" within
the meaning of applicable Securities Laws & Regulations and are based on the currently held
beliefs and assumptions of our management, which are expressed in good faith and in their opinion,
reasonable. Actual results could differ from those expressed and implied since the Company''s
operations are influenced by many external and internal factors beyond the control of the
Company. Several factors could make a significant difference to the Company''s operations which
includes climatic conditions, economic conditions affecting demand and supply, government
regulations and taxation, natural calamities, raw material price changes, domestic supply and prices
conditions, company''s success in attracting and retaining Key Personnel, integration and re¬
structuring activities, general business and economic conditions over which the Company does not
have any direct control.

31. RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk management policy
for the Company including identification therein of elements of risk, which in the opinion of the
Board, may threaten the existence of the Company. The Board monitors and reviews periodically
various aspects of Risk Management policy. At present no particular risk whose adverse impact
may threaten the existence of the Company is visualized.

32. PREVENTION OF SEXUAL HARASSMENT AT WORKSHOP

Your Company is committed to provide a work environment which ensures that very women
employee is treated with dignily, respect and equality. There is zero- tolerance towards sexual
harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employee. The policy
allows every employee to freely report any such act and promote action will be taken thereon. The
policy lays down severe punishment for any such act. Further, your Directors state that during the
year under review, there were no cases of sexual harassment reported to the Company pursuant to
the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/TRIBUNALS

During the year under review, there were no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations in
future.

34. DIRECTORSV&ESPONSIBILITY STATEMENT .

In accordance with the provisions of the Section 134(3Xc) & 134(5) of the Companies Act, 2013,

your Directors confirm that:

i. Applicable accounting standards have been followed in the preparation of the Annual Accounts for
the year ended 3 T March. 2024 with proper explanation relating to material departures, it any.

ii Accounting policies have been selected and applied consistently and judgments and estimates have
been made which are reasonable and prudent and have been applied so as to give a true and fair
view of the state of affairs of the Company in respect of the financial year ended 31 March, -024
and of the loss of the Company for that period.

ifi. Proper and sufficient care has been taken for the maintenance of adequate accounting records m
accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

iv. Annual Accounts for the year ended 31^st March, 2024 have been prepared on the basis of going
concern concept.

v. The Directors have laid down the internal financial controls to be followed by the Company
detailing the policies and procedures and these internal financial controls are adequate and are
being operated effectively.

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

35 PARTICULARS OF DIRECTORS’ REMUNERATION U/S.197 (12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION
nir Managerial personnel) rules, 2014

SI. No.	Name	Designation	% increase / decrease in remuneration	Ratio of the remuneration of each director : median remuneration of the employees
1	Manoj Kumar Daga	Managing Director	NIL	4.25:1
2	Rani an Kumar Jhalaria	Independent Director	it	NIL
3	Swati Aearwal	Independent Director	#	NIL
4	Balkrishan Agarwal	Non-Executive Director	#	NIL
5	Dinak Tiwari	Independent Director	it	NIL
6	Tanusree Chatterjee	Independent Director	a	NIL
7	Ashish Pathak	CS (Joined on 01 02.2023)	-	-
8	Payal Surolia	CFO (Joined on 29.05 2023)	-	”
9	Ashish Pathak	CS {Resigned on 18.09.2023)	239.15
10	Nirai Tiwari	CSfJoined on 09 11 2023)	-	-

#Director’s sitting fees is not. considered for the purpose of this calculation.

The Company has 91 employees as on 31^stMarch, 2024.

Percentage increase in the median remuneration of employees in the financial year: 5.60%.

Average percentile increase in the salaries of employees compared with percentile increase / decrease in
managerial remuneration is 0.01:1.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

Wages of the Tea Garden employees are decided through a Tripartite Agreement between Workers
Associations, State Government and Representatives of the Tea Industry. Remuneration paid to other
Employees is fixed. No variable remuneration is paid. Remuneration paid is as per the Remuneration Policy
of the Company.

36. PARTICULARS OF EMPLOYEES

As on March 31, 2024 the Company did not have any employee in the category specified in Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. COMPLIANCE CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE
GOVERNANCE

Certificate regarding compliance of conditions of corporate governance is given as Annexure G in the
Annexure forming part of this report.

38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL
MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by
The Institute of Company Secretaries of India (ICSI).

39. STOCK EXCHANGES)

Notice for resumption of trading in the shares of the Company has been issued by the BSE Ltd on January
05, 2023 wherein BSE has informed that the suspension in trading of equity shares of the company revoked
w.e.f. January 13, 2023. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January
22, 2020 (Erstwhile SEBI Circular No.SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 3, 2018), trading in
the securities of the company will be resumed in “T” group at BSE Ltd

40. APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram
Panchayat, Government Departments, Banks, Stakeholders and all others. Special thanks and appreciation
are conveyed to State Bank of India, our banker for providing Covid line of credit to tide over difficult
times.

- By Order of the Board

For NORBEN TEA & EXPORTS LTD.

Regd.Office: Sd/^-

15B, Hematua Basu Sarani, 3^rl Floor MANOJ KUMAR DAGA

Kolkata-700001 (Chairman & Mg. Director)

DIN: 00123386

Date : 29^lh May, 2024

---

Mar 31, 2019

REPORT BY BOARD OF DIRECTORS TO THE MEMBERS

The Directors are pleased to present the Twenty Ninth Annual Report together with the Company''s Aud ited Accounts for the Financial Year ended 31^st March, 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2019 is summarized below:-

FINANCIAL SUMMARY
	Year Ended March 31, 2019	Year Ended March 31, 2018
	Rs. in thousand	Rs. in thousand
Total Revenue	54860	54072
Profit before Finance Cost, Depreciation and Taxation	7558	8126
Less : Finance Cost	5846	5126
Profit/ (Loss) before Depreciation and Tax	1712	3000
Less : Depreciation	4338	3767
Profit/ (Loss) before Exceptional Items and tax	(2626)	(767)
Prior Period Expenditure	1191	-
Profit/ (Loss) before Tax	(3817)	-
Less/(Add) : Current Tax	200	610
Provision of Deferred Tax (Credit)	476	(848)
Profit/(Loss) after tax	(4493)	(529)
Other Comprehensive Income
Item that will not be reclassified to profit or loss	(161)	(133)
Income tax relating to these items	41	34
Total Comprehensive Income for the period	(4613)	(628)

2. STATE OF COMPANY''S AFFAIRS

During the year there is again some increase in value of own production of tea crop and this trend should continue as the Company''s plantations mature and yield more leaves. Price realizations for Noreen teas have increased along with the market.

The production from small tea growers category has become larger than the organized sector in this year.

A meeting of the minimum wages advisory board for tea workers was held again, which decided to fix mininum wages of tea garden workers very soon. The amount includes both cash and kind component. Such increase is abnormally high and may result in many estates closing down.

Tea prices have not kept pace with the growing input costs, resulting in economic stress across the industry.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Business of the Company during the reported financial year.

4. DIVIDEND

The Board has not recommended any dividend for the financial year 2018-19 in view of retaining cash for your Company''s growth prospects.

5. TRANSFER TO GENERAL RESERVE

Appropriation amount proposed to be transferred to General Reserve : NIL

6. MATERIAL CHANGES COMMITTMENTS

There are no material changes or commitments affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

7. SHARE CAPITAL

During the year under review the Company has not altered its share capital.

8. INTERNAL CONTROL SYSTEM

Your Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities location and various business operation.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Being a listed entity, the financial statements are passing through the Audit Committee and the processes of Internal and External (Tax, Cost and Statutory) Audits, before being approved at the meeting of the Board of Directors of the Company. The financial statements are regularly updated on the Company''s website and available to all stakeholders.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

As on 31^st March, 2019, your company has no subsidiaries, joint ventures or associate Companies.

11. PUBLIC DEPOSITS

Your Company has not accepted/renewed any deposits covered under Chapter V of the Companies Act, 201 3.

12. STATUTORY AUDITOR

M/s. L. K. Bohania & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 2^nd September, 2016 to hold office till the conclusion of the Annual General Meeting for the financial year 2020-21.

The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) by notification dated May 7, 2018 the proviso to Section 139 (1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, requirement of ratification of appointment of Auditors by the Members at every AGM has been do ne away with. Therefore, the Company is not seeking any ratification of appointment of M/s. L. K. Bohania & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

13. AUDITORS REPORT

The report by the Auditors is self explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

14. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS Ajay Kumar Agarwal, Proprietor of Agarwal A & Associates, Company Secretaries, Practicing Company Secretary as its secretarial auditor to undertake Secretarial Audit for the FY 201819. The Secretarial Audit Report in the specified form MR-3 is annexed herewith as Annexure A in the Annexure forming part of this Report. The Secretarial Audit Report has a qualification, reservation, adverse remark relating to suspension in trading of equity shares of the Company due to non compliance of the eligibility requirement for continuous listing and the Company has made an application on 28^th May, 2018 to BSE for revocation of suspension of Company with Bombay Stock Exchange and awaiting for their approval.

15. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Ac counts) Rules, 2014, is given as Annexure B in the Annexure forming part of this Report.

16. EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92, 134(3), read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure C in the Annexure forming part of this Report.

17. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The level of operations of the Company does not conform to the minimum threshold of Corporate Social Responsibility reporting.

18. DIRECTORS

At present your Board is duly constituted comprising of 4 (Four) Directors, Mr. Manoj Kumar Daga (DIN: 00123386), Mr. Ranjan Kumar Jhalaria (DIN: 05353976), Mrs. Swati Agarwal (DIN: 06804522) and Mrs. Sweta Patodia (DIN: 06869426). In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sweta Patodia, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

19. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

There has been no change in the composition of the Board of Directors during the financial year. The details of Key Managerial Personnel who were appointed or have resigned during the financial year are also covered under the R eport on Corporate Governance.

20. NO. OF MEETINGS OF THE BOARD

The Board of Directors have met 5 (five) times during the financial year on 29-05-2018, 10-08-2018, 12-11-2018, 22-12-2018 and 11 -02-2019. The maximum time gap between any two meetings was less than 120 days as stipulated under SEBI''s Listing Requirements, 2015. Details of meeting are given in the "Corporate Governance Report" of the Annual Report.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

A Separate meeting of the Independent Directors was held on 12-11-2018, Mr. Ranjan Kumar Jhalaria the lead Independent Director presided the meeting. The Independent Directors at said meeting review the performance of the non Independent Directors.

Details of the separate meeting of the independent Directors held and attendance of Independent Directors therein are provided in the report on corporate governance forming part of this report.

22. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has, at the first meeting of the Board and also at the first meeting of the Board after his/her appointment, in the financial year 2018-2019, given a declaration as required u/s.149 of the Companies Act, 2013 that he/she meets the criteria of Independence.

23. AUDIT COMMITTEE AS REQUIRED U/S 177(8) OF COMPANIES ACT, 2013

Further, during the year there was no recommendation of the Audit Committee which had not been accepted by the Board.

24. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees of the Company, to report genuine concerns has been established. The Vigil Mechanism (Whistle Blower Policy) has been uploaded on the Company''s website at www.norbentea.com/pdf/vigil-blower.pdf.

25. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION ETC.

The Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s.178(3) of the Companies Act, 2 013 is given as Annexure D in the Annexure forming part of this Report.

26. RELATED PARTY TRANSACTION

All the related party transaction are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015.There are no materially significant related party transactions made by the Company during the year.

27. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year there was no loans, guarantees or investments made by the company u/s.186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

28. FORMAL ANNUAL EVALUATION OF BOARD

Formal annual evaluation by the Board of its own performance and that of its committees and individu al directors had been done during the year in the manner stated in the Criteria for Performance Evaluation of the Directors of the Company as framed by the Nomination and Remuneration Committee of the Company.

29. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure & Developments

Global black tea production was 2103 million kgs.in 2018 as compared to 2039 million kgs. in 2019, an increase of 64 million kgs. marking a growth of 3.14% due to rise in Keneya''s output. Indian tea crop was approximately 1312 million kgs. lower than last year by 10.2 million kgs. The production was impacted by the unprecedented floods in Kerala and lower harvest in South India. Crop output in North India was higher by 6 million kgs. despite deficits in the later part of the calendar year due to an early closure of production in December following a directive issued by the Tea Board to curb the supply of low quality end of season teas and to lend price support.

Global consumption of tea is likely to grow on the back of changing consumer habits towards natural health and wellness beverages. More importantly, the pace of consumption expansion within India is likely to be strong. Tea will remain a durable everyday beverage choice especially in a developing economy and face limited competition from other alternatives.

b) Opportunities, Threats, Risks & Concerns

Because of the very small size of production the Company''s teas are readily accepted in niche market for "NORBEN" created over the years.

All the plantations of Norben are of high yielding clones producing bright liquoring teas.

The age of the plantations is very young and provides a great advantage in terms of cost due to less disease and low maintenance cost due to vigorous health of the bush.

The Company has in place systems of Internal Control commensurate with the size of the Company and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal.

The Internal Control System is supplemented by documented policies, guidelines and procedures. An extensive programme of review is carried out by the Company''s Management cum Internal Audit team which submits detailed reports periodically to the Management.

Tea continues to enjoy the status of being the most popular beverage in the World.

The Tea Industry is largely dependent on the vagaries of nature. The Industry is highly labour intensive and is subject to stringent labour laws. Comparatively high labour costs, high social cost over most other tea producing countries, high infrastructure costs remain the major problems for the Indian Tea Industry. Shortage of labour during peak season is also a cause for concern.

These problems need to be addressed by improved productivity. The Tea Industry both in Assam and in West Bengal have discussed with the Trade Unions and implemented productivity linked wages for the tea workers with a view to regain the Industry''s competitiveness in the global market.

The small tea growers and bought leaf factories form a considerable part of the Industry in North India. There is a need to regulate these factories to maintain the quality.

c) Segment wise or product wise performance

The Company is a Single Business Segment Company

d) Outlook

Tea sale prices are likely to remain under pressure although consumption of tea has increased. India needs to take a number of initiatives to strengthen its position in the global market and address emerging markets by further improving the quality as well as packaging standards, thereby enhancing product quality.

e) Risks and concerns

The Tea Industry is largely dependent on the vagaries of nature. The Industry is highly labour intensive and is subject to stringent labour laws. Comparatively high labour costs, high social cost over most other tea producing countries, high infrastructure costs remain the majour problems for the Indian Tea Industry. Shortage of labour during peak season is also a cause for concern.

These problems need to be addressed by improved productivity. The Tea Industry both in Assam and in West Bengal have discussed with the Trade Unions and implemented productivity linked wages for the tea workers with a view to regain the Industry''s competitiveness in the global market.

The small tea growers and bought leaf factories are now a larger part of the Industry in North India. There is a need to regulate these factories to maintain the quality.

f) Internal control system and their adequacy

The Company implemented internal control systems to ensure that all assets are safeguarded and prote cted against loss and that transactions are recorded and reported correctly. The internal control system is commensurate with the size and nature of the Company''s business. The systems are regularly reviewed for effectiveness.

g) Discussion on financial performance with respect to operational performance

This has been covered in the Director''s report specifically under the section on financial results and performance. The financial review for the year has also been separately covered in this Annual Report.

h) Material developments in human resources/industrial relations front, including number of people employed

The Company emphasizes training and development for optimum results. The Company strives to maintain healthy industrial relations across its various locations and employees. The number of persons employed by the Company as on March 31, 2019 was 92.

i) Cautionary Statement

Statements in the Management Discussions and Analysis Report in regard to projections, estimates and expectations have been made in good faith. Many unforeseen factors may come into play and affect the actual results which could be different from what the Directors envisage in terms of future performance and outlook. Market data and product information contained in this Report have been based on information gathered from various published and unpublished reports, and their accuracy, reliability and completeness cannot be assured.

30. RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, which in the opinion of the Board, may threate n the existence of the Company. The Board monitors and reviews periodically various aspects of Risk Management policy. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKSHOP

Your Company is committed to provide a work environment which ensures that very women employee is treated with dignity, respect and equality. There is zero- tolerance towards sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employee. The policy allows every employee to freely report any such act and promote action will be taken thereon. The policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors confirm that:

1. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31^st March, 2019 with proper explanation relating to material departures, if any.

2. Accounting policies have been selected and applied consistently and judgments and estimates have been made which are reasonable and prudent and have been applied so as to give a true and fair view of th e state of affairs of the Company in respect of the financial year ended 31^st March, 2019 and of the losses of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in acco rdance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Annual Accounts for the year ended 31^st March, 2019 have been prepared on the basis of going concern concept.

5. The Directors have laid down the internal financial controls to be followed by the Company detailing the policies and procedures and these internal financial controls are adequate and are being operated effectively.

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

34. PARTICULARS OF DIRECTORS'' REMUNERATION U/S.197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

S.No.	Name	Designation	% increase in remuneration	Ratio of the remuneration of each director : median remuneration of the employees
1	Manoj Kumar Daga	Mg.Director	NIL	5.50 : 1
2	Ranjan Kumar Jhalaria	Director	NIL	0.22 : 1
3	Swati Agarwal	Director	NIL	0.20 : 1
4	Sweta Patodia	Director	NIL	0.02 : 1
5	Dipa Chatterjee Sarkar	CFO	11.38	-
6	Mira Halder	Company Secretary	20.23	-

The Company has 92 employees as on 31^st March, 2019.

Percentage increase in the median remuneration of employees in the financial year : 14.69%

Average percentile increase in the salaries of employees compared with percentile increase in managerial remuneration is 1.03:1.

Wages of the Tea Garden employees are decided through a Tripartite Agreement between Workers Associations, State Government and Representatives of the Tea Industry. Remuneration paid to other Employees are fixed. No variable remuneration is paid. Remuneration paid is as per the Remuneration Policy of the Company.

35. PARTICULARS OF EMPLOYEES

As on March 31, 2019 the Company did not have any employee in the category specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

36. AUDITORS'' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Certificate regarding compliance of conditions of corporate governance is given as Annexure E in the Annexure forming part of this report.

37. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

38. STOCK EXCHANGE(S)

The application for revocation of suspension in trading of Equity Shares of the Company at Bomnay Stock Exhange is awaiting their approval. The Equity Shares of the Company are traded at the National Stock Exchange of India Limited.

39. APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram Panchayat, Government Departments, Banks, Stakeholders and all others.

By Order of the Board

For NORBEN TEA & EXPORTS LTD.

Regd.Office:

15B, Hemanta Basu Sarani, Manoj Kumar Daga

3rd Floor, Kolkata-700001. (Chairman & Mg.Director)

Date : 28^th May, 2019. DIN : 00123386

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Mar 31, 2015

Dear members,

The Directors present the Twenty Fifth Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2015.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as provided u/s 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, is given as Annexure A in the Annexure forming part of this Report.

NO. OF MEETINGS OF THE BOARD

The Board of Directors have met 5 (five) times during the Financial Year ended 31st March, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors confirm that:

1. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31st March, 2015 with proper explanation relating to material departures.

2. Accounting policies have been selected and applied consistently and judgments and estimates have been made which are reasonable and prudent and have been applied so as to give a true and fair view of the state of affairs of the Company in respect of the financial year ended 31st March, 2015 and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Annual Accounts for the year ended 31st March, 2015 have been prepared on the basis of going concern concept.

5. The Directors have laid down the internal financial controls to be followed by the Company detailing the policies and procedures and these internal financial controls are adequate and are being operated effectively.

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has, at the first meeting of the Board and also at the first meeting of the Board after his/her appointment, in the financial year 2014-2015, given a declaration as required u/s.149 of the Companies Act, 2013 that he/she meets the criteria of Independence.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION ETC.

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s.178(3) of the Companies Act, 2013 is given as Annexure B in the Annexure forming part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Sweta Patodia retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

AUDITORS

Messers Goenka Shaw & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS' REPORT

The report by the Auditors is self explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report by the Company Secretary in Practice is self explanatory and is given as Annexure C in the Annexure forming part of this Report.

Further, this report has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS u/s 186 OF THE COMPANIES ACT, 2013

During the year from 01/04/2014 to 31/03/2015 : NIL

The position as on 31/03/2015 and : refer note nos. 12.0, as on 31/03/2014 13.0 and 17.0

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 AND/OR IN THE FORM AOC-2

During the year the Company had a transaction which is not a contract or arrangement. This transaction was at arm's length and in the ordinary course of business and is covered under 3rd proviso to sec 188(1) which reads as "nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course of business other than transactions which are not on an arm's length basis", is given in Form AOC-2 as Annexure D in the Annexure forming part of this Report.

STATE OF COMPANY'S AFFAIRS/FINANCIAL SUMMARY OR HIGHLIGHTS

FINANCIAL SUMMARY

Current Year Previous Year Rs. in thousand Rs. in thousand

Total Revenue 43468 45053

Prior Period Item 3 1950

Profit before Finance Cost, Depreciation and Taxation 8623 8443

Less : Finance Cost 3268 2987

Profit/(Loss) before Depreciation and Tax 5355 5456

Less : Depreciation 2306 3204

Profit/(Loss) before tax 3049 2252

Less/(Add) : Provision of Deferred Tax Charge/(Credit) 798 977

Profit/ (Loss) after tax 2251 1275

Add : Balance brought forward from previous year 17037 16644

Surplus available for Appropriation 19288 17919

Less : Deferred Tax Charge for the earlier years - 882

19288 17037

Appropriations :

Transferred to General Reserve 2500 -

Ballance carried to Balance Sheet 16788 17037

AMOUNTS, IF ANY, PROPOSED TO BE CARRIED TO ANY RESERVES

Appropriation amounts proposed to be transferred to General Reserve : Rs.25,00,000/-

AMOUNT IF ANY RECOMMENDED TO BE PAID BY WAY OF DIVIDEND : NIL

OPERATIONS & PROSPECTS

During the year there has been increase in tea production at Norben and slight increase in profit.

Employee cost has increased at a record rate as decided by Tripartite Agreement between Workers Association, State Government and Representatives of Industry, resulting in payment of arrear wages and further increased wages in the current year.

MATERIAL CHANGES, IF ANY

Material changes and commitments, affecting the financial position of the company, have not occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2014, is given as Annexure E in the Annexure forming part of this Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, which in the opinion of the Board, may threaten the existence of the Company.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The level of operations of the Company does not conform to the minimum threshold of Corporate Social Responsibility reporting.

FORMAL ANNUAL EVALUATION OF BOARD

Formal annual evaluation by the Board of its own performance and that of its committees and individual directors had been done during the year in the manner stated in the Criteria for Performance Evaluation of the Directors of the Company as framed by the Nomination and Remuneration Committee of the Company an given as Annexure F in the Annexure forming a part of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of Business of the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

The details of Directors who were appointed or have resigned during the year are covered under the Report on Corporate Governance.

The details of Key Managerial Personnel who were appointed or have resigned during the year are as follows:

Managing Director : Re-appointment of Mr. M.K.Daga as Managing Director vide resolution No. 7 passed at the Annual General Meeting held on 30th July 2014.

Company Secretary : Re-appointment of Mr. Pawan Kothari as Company Secretary at Board of Directors meeting held on 26th May 2014.

Chief Financial : No Change Officer

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

NIL

DETAILS RELATING TO DEPOSITS COVERED UNDER OR WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

NIL

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Being a listed entity, the financial statements are passing through the Audit Committee and the processes of Internal and External (Tax, Cost and Statutory) Audits, before being approved at the meeting of the Board of Directors of the Company. The financial statements are regularly updated on the Company's website and available to all stakeholders.

AUDIT COMMITTEE AS REQUIRED U/S.177(8) OF COMPANIES ACT, 2013

The composition of the Audit Committee is covered under the report on Corporate Governance and which is a part of this report.

Further, during the year there was no recommendation of the Audit Committee which had not been accepted by the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees of the Company, to report genuine concerns has been established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company's website at www.norbentea.com/pdf/vigil-blower.pdf.

The Company has 111 employees as on 31st March, 2015.

Percentage increase in the median remuneration of employees in the financial year : 17.15%

Average percentile increase in the salaries of employees compared with percentile increase in managerial remuneration is 1.10 : 1.

Wages of the Tea Garden employees are decided through a Tripartite Agreement between Workers Associations, State Government and Representatives of the Tea Industry. Remuneration paid to other Employees are fixed. No variable remuneration is paid. Remuneration paid is as per the Remuneration Policy of the Company.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : N.A.

Market Capitalization

31-03-2014 31-03-2015 Variation

534 lacs 881 lacs 64.98%

Price Earning Ratio

31-03-2014 31-03-2015

41.36 39.47

Market quotation : -25% as per last traded price in comparison to the last public offer made by the Company (at Rs.10/- per share in 1994).

PARTICULARS OF EMPLOYEES

As on March 31, 2015 the Company did not have any employee in the category specified in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Certificate regarding compliance of conditions of corporate governance is given as Annexure G in the Annexure forming part of this report.

STOCK EXCHANGE(S)

The Company has completed the paper publications and other formalities for delisting from the other Stock Exchanges but is yet to receive their certificates of delisting.

For revocation of suspension in trading of Equity Shares of the Company at Bombay Stock Exchange, the Exchange has demanded a huge amount as reinstatement fees which is apparently not justified in terms of the Listing Agreement. Therefore, the Company has taken legal opinion and has been advised to move the matter at Securities Appellate Tribunal, Bombay, pending correspondence with Bombay Stock Exchange to resolve the issue.

APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram Panchayat, Government Departments, Banks, Stakeholders and all others.

By Order of the Board For NORBEN TEA & EXPORTS LTD.

Regd.Office: 15B, Hemanta Basu Sarani, M.K.DAGA 3rd Floor, Kolkata-700001. (Chairman & Mg.Director) Date : 14th May, 2015.

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Mar 31, 2013

TO THE MEMBERS

The Directors present the Twenty Third Annual Report together with the Audited Accounts tor the Financial Year ended 31s! March, 2013. The summarised financial performance of your Company is as follows:

FINANCIAL RESULTS

(Rupees in thousand)

Current Year Previous Year

Profit/ (Loss) before Depreciation, Amortisation and Tax 10,809 10.803

Less : Depreciation 3,152 3,164

Profit/ (Loss) before tax 7,657 7,639

Less/(Add) : Provision of Deferred Tax Charge/(Credit) 1,071 1,388

Profit/ (Loss) after tax 6,586 6,251

Add : Balance brought forward from previous year 11,137 11,400

Surplus available for Appropriation 17,723 17,651

Less : Deferred Tax Charge for the earlier years 6,514

17,723 11.137

Self Assessment Tax for earlier years 1,079

16,644 11,137

APPROPRIATIONS

Transferred to General Reserve

Balance Carried to Balance Sheet 16,644 11.137



DIVIDEND

Your Directors do not recommend any dividend for the year, with a view to conserve resources.

OPERATIONS & PROSPECTS

During 2012-13 Norben''s tea production and tea prices, both have improved.

This has helped recover the huge increase in cost of manure, fuel and the steep rise in new scale of salaries and wages as per industry wise agreement.

New tea areas are gradually coming into production.

In the current season the market till date is sluggish and production is lower than last year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr S. N. Bardhan retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. DIRECTORS'' RESPONSIBILITY STATEMENT In accordance with the provisions of the Section 217(2AA) of the Companies Act. 1956, your Directors confirm that:

1. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31" March, 2013 with proper explanation relating to material departures.

2. Accounting policies have been selected and applied consistently and judgments and estimates have been made which are reasonable and prudent and have been applied so as to give a true and fair view of the state of affairs of the Company in respect of the year ended 31" March, 2013 and of the profit of the company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Annual Accounts for the year ended 31s1 March, 2013 have been prepared on the basis of going concern concept. CORPORATE GOVERNANCE

Report on Corporate Governance forms part of this report and as marked as Annexure ''A''.

AUDITORS

Messers Goenka Shaw & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT

The report of the Auditors in respect of the accounts for the year ended 31 -'' March, 2013 is self explanatory and has been also explained in the Notes on Accounts.

PARTICULARS OF EMPLOYEES

As on March 31, 2013 the Company did not have any employee in the category specified in Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Statement pursuant to Section 217(1) (e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure forming part of this report,

APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram Panchayat, Government Departments, Banks and all others.

By Order of the Board

Regd.Office: For NORBEN TEA & EXPORTS LTD.

OCTAVIUS CENTRE

15B, Hemanta Basu Sarani, M. K. DAGA

Kolkata-700001. (Chairman & Mg.Director)

Date : 30th May, 2013.

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Mar 31, 2012

The Directors present the Twenty Second Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2012.

(Rupees In '000)

FINANCIAL RESULTS Current Previous Year Year Rupees Rupees

Profit(Loss) before Depreciation, Amortisation and Tax 10,803 10,044

Less: Depreciation 3,164 2,970

Profit(Loss) before tax 7,639 7,074

Add: Provision of Deferred Tax Charge/ (Credit) 1,388 1.857

Profit(Loss) after tax 6,251 5,217

Add: Balance brought forward from previous year 11,400 13,183

Surplus available for Appropriation 17,651 18,400

Less : Deffered Tax Charge for the earlier years 6,514 -

11,137 18,400

APPROPRIATIONS

Transferred to General Reserve - 7,000

Balance carried to balance sheet 11,137 11,400

DIVIDEND

Your Directors do not recommend any dividend for the year, with a view to conserve resources.

OPERATIONS & PROSPECTS

Tea production of Norben and tea prices both have remained stable in 2011 -12. In the current season tea prices have opened high but crop is lower than last year.

New tea areas have started to come into production at Norben.

Biotechnological Studies in tea for Demonstration of New Tea Plant Genotypes in our site at Jalpaiguri is continuing and progressing well.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr.D. N. Thakur, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Somnath Sen, Director of the Company has died on 12th May, 2012. The Directors wish to place on record their appreciation for the guidance and services rendered by Late Somnath Sen. The Company stands by his family and extends condolences to them in their grief.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 217(2AA) of the Companies Act, 1956, your Directors have to state and confirm that:

1. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31st March, 2012 with proper explanation relating to material departures.

2. Accounting policies have been selected and applied consistently and judgements and estimates which are reasonable and prudent have been applied so as to give a true and fair view of the state of affairs of the Company in respect of the year ended 31st March, 2012 and of the profit of the company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Annual Accounts for the year ended 31st March, 2012 have been prepared on the basis of going concern concept.

CORPORATE GOVERNANCE

Report on Corporate Governance forms part of this report and as marked as Annexure 'A'.

MANAGEMENT DISCUSSION AND ANALYSIS a) Industry Structure & Developments

India, world's largest black tea producer, produced approximately 988 million kgs. during calendar year 2011. Black tea production by other main tea producers during 2011 was Kenya (378 million kgs.), Sri Lanka (328 million kgs.), other African countries ( 191 million kgs), Vietnam (178 million kgs.), Indonesia (68 million kgs.) and Bangladesh (59 million kgs.).

b) Opportunities, Threats, Risks & Concerns

Because of the very small size of production the Company's teas are readily accepted in niche market for "NORBEN" created over the years.

All the plantations of Norben are of high yielding clones producing bright liquoring teas.

The age of the plantations is very young and provides a great advantage in terms of cost due to less disease and low maintenance cost due to vigorous health of the bush.

The Company has in place systems of Internal Control commensurate with the size of the Company and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal.

The Internal Control System is supplemented by documented policies, guidelines and procedures and an extensive programme of review carried out by the Company's Management cum Internal Audit function which submits detailed reports periodically to the management.

Tea continues to enjoy the status of being the most popular beverage in the World.

The Tea Industry is largely dependent on the vagaries of nature. The Industry is highly labour intensive and is subject to stringent labour laws. Comperatively high labour costs, high social cost over most other tea producing countries, high infrastructure costs and the increasing energy and other input costs remain the major problems for the Indian Tea Industry.

Shortage of labour during peak season is also a cause for concern.

These problems need to be addressed by improved productivity and energy conservation. The Tea Industry both in Assam and in West Bengal have discussed with the Trade Unions and implemented productivity linked wages for the tea workers with a view to regain the Industry's competitiveness in the global market.

The Special Purpose Tea Fund (SPTF) has been set up by Commerce Ministry to implement uprooting and replanting programme which would help improvement in the productivity and yield thereby reduce cost in the coming years.

The small tea growers and bought leaf factories form a considerable part of the Industry. A recent compilation of figures shows a total production of around 100 million kgs through these bought leaf factories in North India. There is a need to regulate these factories to maintain the quality. The Industry is also subject to taxation from the state Government as well as Central Government and while the level of direct taxes have come down over a period, some of the State levies like cess on green leaf and substantial increase in Land Revenue Charges put the industry at a very disadvantageous position.

c) Cautionary Statement

Statements in the Management Discussions and Analysis Report in regard to projections, estimates and expectations have been made in good faith. Many unforeseen (actors may come into play and affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. Market data and product information contained in this Report have been based on information gathered from various published and unpublished reports, and their accuracy, reliability and completeness cannot be assured.

AUDITORS

Messers Goenka Shaw & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS'REPORT

The report of the Auditors in respect of the accounts for the year ended 31st March, 2012 is self explanatory and has been also explained in the Notes on Financial Statements.

PARTICULARS OF EMPLOYEES

As on March 31, 2012 the Company did not have any employee in the category specified in Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure forming part of this report.

APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram Panchayat, Government Departments and other Agencies & Banks.

Regd.Office : By Order of the Board

OCTAVIUS CENTRE For NORBEN TEA & EXPORTS LTD.

15B,Hemanta Basu Sarani,

Kolkata-700001. M.K.DAGA

Date : 30th May, 2012 (Chairman & Mg.Director)

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Mar 31, 2010

The Directors preseal the Tweteth Annual Report together with the Auditored for the Financial year ended 31st March 2010.

FINANCIAL RESULTS Current Previous Year Year Rupees Rupees

Profit (Loss) before Deparclation Amortisation and Tax 1,73.65,715 70.27,641

Loss:: Depraclation 30.50.305 29.72.441

Profit (Loss) before tax 1,43.15.,410 40.55.200

Less (Add) :Income Tax provided in earlier years -- 8,72,807

Less : Provision for Prlage Benefit Tax -- 15.849

Add: Provision of Detarred Tax Charge (Credit) 37.91.850 (8.99.253)

Profit (Loss) after tax 1.05.23.560 42,55,997

Add:Balance brought forward from previous year 1.06.59.474 63,93,477

Surplue ecaitable for Appropriatio 2.11.83.034 1.06.59.474

APPROPRIATIONS

Transferred to General Resorve 80.00.000 --

Balance carrled to balance sheet 13.183.004 1.06.59.474

DIVIDEND

Your Directors do not recommand any divided for the year. with a view to conserve resources.

OPERATIONS & PROSPECTS

Tea production at Norben has increased in 2009-2010 and also overal tea prices have gone up compared to provious year. therefore, yellding better results.

The extention of plantation is coming up well and new areas are being added further. Dictechnological Studies in has for Demonatation of New Tea Plant Genolypea in our site at Jaioaugud us contuning and well progressing.

Is the current production of tea in North India is down. Tea prices remain gallslctory and offset she using cost of Reports

DIRECTORS

In accordance with the procisions of the Companies Act. 1956 and the Acticle of Asscclation of the Company Mr. Gautam See. retires by rotation by rotation at the anssing Anual Meeting and being eligible offer himself for re-appoinment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 217 (2AA) of the Companies Act, 1956, your Directors have to state and contion that:

1. Applicable accunting standards have been followed in the praparation of the Annual Accounts for the year ended 31th March. 2010 with proper explanation retaing to malasal departues.

2. Accounting policies have been selected and applied consistently and judgements and estimete which are rassonable and product have been applled go as to give a true and fair view of the state of affairs of the Company in respect of the year ended 31st March, 2010 and of the profit of the company for that period.

3. Proper and aullicaint care has been taken for the maintence of adequale accounting records in accardance with the provlosns of Companies Act. 1956 for salaguarding the assets of the Company and for preventing and delecting fraud and other irregularies.

4. Annual Accounts for the year ended 31st 2010 have been prepared on the basis of going concern concept.

CORPORATE GOVERNANCE

Report on Corporate Governace terms part of this report and as marked as Annexure A.

AUDITORS

Messers Goenks Shaw & Co, Chartered Accounants, the Statutory of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

The report of the Auditiors in respect of the accounts for the year ended 31st March 2010 is self explanatory and has been also explained in the Notes on Accounts.

PARTUCULARS OF EMPLOYEES

As on March 31,2010 the Company did not have any employee in the category specified in Section 217 (sA) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, ASSORPTION OF TECHNILOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Statement pursuent to Section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of directors) Rules 1988, is given in the annexurs forming part of this report.

APPRECIATION

The Directors wish to place on record their apprecistion for the support received from the Local Gram panchayat, Government Departments and other Agencies & Banks.

By Order of the Board For NORBEN TEA & EXPORTS LTD.

Regd, Office :

OCTAVIUS CENTRE M.K. DAGA

15B, HEMANTA BASU SARANI Chairman & Mg. Director

Kolkota - 700 001

Date : 11th August, 2010.

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Mar 31, 2009

The Directors present the Nineteenth Annual Report together with the Audited Accounts for the Financial year ended 31 st March, 2009.

FINANCIAL RESULTS Current Previous Year Year Rupees Rupees

ProfiV(Loss) before Depreciation, Amortisation and Tax 70,27,641 23,40,001

Less: Depreciation 29,72,441 29,70,952

Profit/lLoss) before tax 40,55,200 (6,30,951)

Less/(Add) : Income Tax provided in earlier years 6,72,607 (19,63,000)

Less: Provision for Fringe Benefit Tax 15,849 31,779

Add :¦ Provision of Deferred Tax Charge/(Credit) (8,99,253) (6,38,048)

Profit/(Loss) after tax 42,65,997 19,38,318

Add: Balance brought forward from previous year 63,93,477 44,55,159

Surplus available for Appropriation 1,06,59,474 63,93,477

APPROPRIATIONS

Balance carried forward to next year 1,06,59,474 63,93,477

DIVIDEND

Your Directors regret not to recommend any dividend for the year.

OPERATIONS & PROSPECTS .

After a long period, overall tea prices have moved upwards and therefore yielded better results.

The extention of plantation is coming up well and new areas are being added further.

Biotechnological Studies in tea for Demonstration of New Tea Plant Genotypes in our site at Jalpaiguri is continuing and well progressing.

The current season has started with shortage in tea crop. Tea prices should remain satisfactory while cost of inputs are escalating.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. S.N. Bardhan, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 217(2AA) of the Companies Act, 1956, your Directors have to state and confirm that:

1. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31st March, 2009 with proper explanation relating to material departures.

2. Accounting policies have been selected and applied consistently and judgements and estimates which are reasonable and prudent have been applied so as to give a true and fair view of the state of affairs of the Company in respect of the year ended 31 st March, 2009 and of the profit of the company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Annual Accounts for the year ended 31st March, 2009 have been prepared on the basis of a going concern concept.

CORPORATE GOVERNANCE

Report on Corporate Governance forms part of this report and as marked as Annexure

AUDITORS

Messers Goenka Shaw & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

The report of the Auditors in respect of the accounts for the year ended 31st March, 2009 is self explanatory and has been also explained in the Notes on Accounts.

PARTICULARS OF EMPLOYEES

As on March 31, 2009 theCompany did not have any employee in the category specified in Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Statement pursuant to Section 217{1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the annexure forming part of this report.

APPRECIATION

The Directors wish to place on record their appreciation for the support received from the Local Gram Panchayat, Government Departments and other Agencies & Banks.

By Order of the Board

Regd. Office: For NORBEN TEA & EXPORTS LTD.

OCTAVIUS CENTRE 15B, Hemanta Basu Sarani

Kolkata - 700 001. M.K. DAGA

Date : 31st July, 2009. Chairman & Mg. Director