norben tea exports ltd Directors report

TO THE MEMBERS

The Directors are pleased to present the Thirty Second Annual Report together with the Companys Audited Accounts for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended on 31st March, 2022 is summarized below:-

FINANCIAL SUMMARY
	Year Ended March 31, 2022	Year Ended March 31,2021
	(Rs. in thousand)	(Rs. in thousand)
Total Revenue	60342	75213
Profit before Finance Cost, Depreciation and Taxation	9801	24728
Less: Finance Cost	6606	6845
Profit/ (Loss) before Depreciation and Tax	3195	17883
Less : Depreciation	5221	4959
Profit/ (Loss) before Exceptional Items and Tax	(2026)	12924
Prior Period Expenditure	-	-
Profit/ (Loss) before Tax	(2026)	12924
Less/(Add): Current Tax	100	1375
Less/(Add): Mat Credit	(100)	(864)
Income Tax for earlier year	1	(133)
Provision of Deferred Tax (Credit)	637	772
Profit/(Loss) after Tax	(2664)	11774
Other ComDrehensive Income
Item that will not be reclassified to profit or loss	258	(28)
Income tax relating to these items	(66)	7
Total Comprehensive Income for the period	(2472)	11753

2. STATE OF COMPANYS AFFAIRS

Compared to new record high price levels for tea in the previous year, tea prices for CTC teas have revised downwards resulting in lower revenue. The investments done by the company in plantation, and Plant and Machinery have started yielding results, in better quality of produce. During the year under review there is cash accrual from operations and revenue is expected to increase substantially in coming times.

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 2021-22 in view of retaining cash for your Companys growth prospects.

5. TRANSFER TO GENERAL RESERVE

The closing balance of the retained earnings of the Company for FY 2022, after all appropriations and adjustments was Rs.(925115).

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 Companys 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 31st March, 2022, 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) the statutory auditors of the Company, will hold office till the conclusion of the Annual General Meeting for the financial year 2025-26 for a second term of five consecutive years.

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.

13.SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013, and the Companies (Apointment 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 2021-22. 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 15th January, 2022 to BSE for revocation of suspension of Company with Bombay Stock Exchange and awaiting for their approval. The Equity Shares of the Company are traded at the National Stock Exchange of India Limited.

In the meantime The Bombay Stock Exchange has allowed the Company to do all the filings in compliance with the listing regulations and the Company is complying with the filing requirements on regular basis.

14. REPORTING OF FRAUD BY AUDITORS

There were no instances of fraud during the year under review, which required the Statutory 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.

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 (Accounts) 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 has been uploaded on the Companys website at www.norbentea.com/pdf/extractoftheannualretum_March_2022.pdf

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 6 (Six) Directors, Mr. Manoj Kumar Daga (DIN: 00123386), Mr. Ranjan Kumar Jhalaria (DIN: 05353976), Mrs. Swati • Agarwal (DIN: 06804522), Mr. Balkrishan Agarwal (DIN: 08599472), Mr. Deepak Tiwari (DIN:08839075) and Ms. Tanusree Chatterjee (DIN:08837933). In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manoj Kumar Daga, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself 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.

Ms. Neha Gupta, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company resigned from the office with effect from 13th April, 2022.

Ms. Sanjana Tiwari appointed as the Chief Financial Officer (CFO) of the Company with effect from 26th May, 2022.

20. NO. OF MEETINGS OF THE BOARD

The Board of Directors have met 6 (six) times during the financial year on 26-06-2021, 09-08-2021, 16-092021, 09-11-2021, 29-01-2022 and 09-02-2022. The maximum time gap between any two meetings was less than 120 days as stipulated under SEBIs 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 09-11-2021, 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 2021-2022, 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/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.

24. 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 Companys website at www.norbentea.com/pdf/vigil-blower.pdf

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC.

The Companys 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 C in the Annexure forming part of this Report.

26. RELATED PARTY TRANSACTION

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022 andhence does not form part of this report.

All the related party transaction are entered on arms 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

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

28. 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 D in the Annexure forming part of this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

Production of tea in India was 1329 million kgs. in 2021 compared to 1257 million kgs. in 2020. Tea being essentially an agricultural produce, is always subject to enviro-climatic inconsistencies which affects both quality and quantity of produce and thereby your Companys performance. The Companys income is from sale of tea. The costs of production of tea, comprises of various inputs which are required to be met by the Company as stipulated under various statutes including the Plantation Labour Act. The Companys main business is plantation, processing and sale of tea. Tea being a Seasonal Industry, the plantation activities is subject to the vagaries of nature. The crop yield depends on the climatic conditions to a very large extent.

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) COVID IMPACT

Partial lock down was imposed in May/June 2021 and the company complied with the Government guidelines in this regard.

d) SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company is a Single Business Segment Company.

e) 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 Companys 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.

f) FINANCIAL & OPERATIONAL PERFORMANCE

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

g) 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.

h) CAUTIONARY STATEMENT

The statements made in the Managements Discussion and Analysis describing the Companys 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 Companys operations are influenced by many external and internal factors beyond the control of the Company. Several factors could make a significant difference to the Companys 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, companys 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.

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 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.

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 companys 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:

i. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31st March, 2022 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 31st March, 2022 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 31st March, 2022 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.

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	% increa se in remun eration	Ratio of the remuneration of each director : median remuneration of the employees
1 Manqj Kumar Daga	Managing Director	NIL	5.01:1
2 Ran j an Kumar Jhalaria	Director	#	NIL
3 Swati Agarwal	Director	#	NIL
4 Balkrishan Agarwal	Director	#	NIL
5 Dipak Tiwari	Director	#	NIL
6 Tanusree Chatterjee	Director	#	NIL
7 Neha Gupta *	CFO(Resigned on 13.04.2022)	711.09	-
8 Sanjana Tiwari?	CFO(Joined on 26.05.2022)
9. Mira Haider	Company Secretary	12.99	-

#Directors sitting fees is not considered for the purpose of this calculation.

*Ms. Neha Gupta resigned on 13th April, 2022

@Ms. Sanjana Tiwari was appointed as Chief Financial Officer (CFO) of the Company on 26th May, 2022

    The Company has 91 employees as on 31st March, 2022.

Percentage increase in the median remuneration of employees in the financial year: 2.56:1.

Average percentile increase in the salaries of employees compared with percentile increase in managerial remuneration is 0.03:1.

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 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, 2022 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 Bombay Stock Exchange 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. 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:
15B, Hemanta Basu Sarani, 3rd Floor	MANOJ KUMAR DAGA
Kolkata-700001.	(Chairman & Mg. Director)
Date : 26th May, 2022	DIN:00123386