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Directors Report of Norben Tea & Exports Ltd.

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.


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.


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)


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.


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



 
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