Norben Tea & Exports Ltd Directors Report.

TO THE MEMBERS

Your Directors are pleased to present the Twenty Eighth Annual Report together with the Companys Audited Accounts for the Financial Year ended 31st March, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended on 31st March, 2018 is summarized below:-

FINANCIAL SUMMARY
Year Ended March 31, 2018 Year Ended March 31, 2017
Rs. in thousand Rs. in thousand
Total Revenue 54072 51140
Profit before Finance Cost, Depreciation and Taxation 8126 9919
Less : Finance Cost 5126 4725
Profit/ (Loss) before Depreciation and Tax 3000 5194
Less : Depreciation 3767 3551
Profit/ (Loss) before tax (767) 1643
Less/(Add) : Current Tax 610 1250
Provision of Deferred Tax (Credit) (848) 317
Profit/(Loss) after tax (529) 76
Other Comprehensive Income
Item that will not be reclassified to profit or loss (133) 815
Income tax relating to these items 34 210
Total Comprehensive Income for the period (628) 1101

2. STATE OF COMPANYS AFFAIRS

During the year there is again some increase in own production of tea crop and this trend should continue as the Companys plantations mature and yield more leaves. Price realizations for Norben teas have increased alongwith the market.

The contribution of small growers in the context of overall tea production has been growing to touch almost 50 per cent as per 2017 estimates, according to the Indian Tea Association (ITA). The Tea Board feels the trend does not augur well and could cause "disruption" in the market. In 2017, total production during January-December period was 1,348.44 million kilograms, while the estimated contribution of the small growers was 631.69 million kg.

A meeting of the minimum wages advisory board for tea workers in Assam was held, which decided to fix mininum wages of tea garden workers at Rs.351. 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 2017-18 in view of retaining cash for your Companys 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 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, 2018, 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. STATUTORY AUDITOR

M/s. L.K.Bohania & Co., Chartered Accountants bearing ICAI Firm Registration Number 317136E was appointed as the Statutory Audito rs of the Company for a period of 5 consecutive years in the 26th Annual General Meeting held on 2nd September, 2016. In terms of the first proviso to Section 139(1) of the Companies Act, 2013 the matter relating to appointment of M/s. L.K.Bohania & Co., Statutory Auditors of the Company to hold office for now remaining three years i.e. from the conclusion of 28th Annual General Meeting till the conclusion of the 31st Annual General Meeting to be held in the year 2021, has been placed for ratification by the shareholders of the Company at the this Annual General Meeting.

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. There has been no fraud reported by the Auditor under sub-section (12) of section 143.

14. SECRETARIAL AUDIT

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 M/s. Agarwal A & Associates, Company Secretaries, Practicing Company Secretary as its secretarial auditor to undertake Secretarial Audit for the FY 2017-18. 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 no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

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 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 Sharma (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, 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. The details of Key Managerial Personnel who were appointed or have resigned during the financial year are also covered under the Report on Corporate Governance.

20. NO. OF MEETINGS OF THE BOARD

The Board of Directors have met 5 (five) times during the financial year on 26-05-2017, 12-06-2017, 01-09-2017, 04-12-2017 and 13-02-2018. 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 02-06-2017, 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 2017-2018, 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 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 D in the Annexure forming part of this Report.

26. RELATED PARTY TRANSACTION

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

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 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 E in the Annexure forming a part of this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS a) Industry Structure & Developments

North India auctions sell 98.6 mkgs - Jan/March against 60.7 mkgs in 2016. North India April harvest (Banji teas) a record at 63.4 mkgs.

South India adds 19.5 mkgs to April/May crop compared to 2016.

Above affects first flush and Banji levels for common teas. Plainer categories witness maximum outlots and price fluctuations.

Good and best varieties back in favour. Welcome increase in prices which return to 2015 levels for Brokens and Fannings.

Dust grades see greater price jump in comparison to leaf. Often outsell comparable brokens particularly better medium and good varieties. Levels however lower than 2015 for best Dusts.

Huge offerings in first quarter of 2017. Higher production and lower markets in South India and large harvest from Dooars/Terai have negative impact on prices of BLF and Plain teas.

Demonetization in 2016 coupled with GST roll out in 2017 stymies business for smaller traders. States with cash-based economies like Bihar, UP, MP suffer more.

Has adverse effect on demand and prices of plainer/ordinary varieties and leads to scheme based sales. Smaller traders relinquish space to larger packeteers who better equipped to handle issues associated with Demonetization/GST.

Export volumes a near record at 240.8 mkgs Jan/Dec (+18.2 mkgs) on the back of higher shipments from North India.

Exports from South India fairly similar at 92.3 mkgs (+3.4 mkgs).

Anticipated lower crop and reduced auction carry forward augurs well for a strong start.

b) Opportunities, Threats, Risks & Concerns

Because of the very small size of production the Companys 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 Companys 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 Industrys 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

Inventory with long packetier appears to be lower than previous season. November/December packing SKUs already on shelves. Current quarter sales reportedly excellent. Should lead to higher buying in first flush. Smaller traders hard hit with introduction of GST. Business suffers.

As GST related issues settle, demand likely to be more consistent. Inventory buildup also expected.

e) Risks and concerns

Tea Board scheduled to implement Pan India post auction module before new season. Any glitch as witnessed in 2016 could adversely impact markets.

MRL in teas a matter of deep concern. Domestic and export buyers contemplate action against defaulting marks as government agencies and NGOs target compliance and customer safety.

f) Internal control system and their adequacy

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

g) Discussion on financial performance with respect to operational performance

This has been covered in the Directors 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, 2018 was 99. 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 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:

1. Applicable accounting standards have been followed in the preparation of the Annual Accounts for the year ended 31st March, 2018 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 the state of affairs of the Company in respect of the financial year ended 31st March, 2018 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, 2018 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 6.31 : 1
2 Ranjan Kumar Jhalaria Director NIL 0.24 : 1
3 Swati Sharma Director NIL 0.22 : 1
4 Sweta Patodia Director NIL 0.07 : 1
5 Dipa Chatterjee Sarkar CFO 11.60 -
6 Mira Halder Company Secretary 11.61 -

The Company has 99 employees as on 31st March, 2018.

Percentage increase in the median remuneration of employees in the financial year : 11.48%

Average percentile increase in the salaries of employees compared with percentile increase in managerial remuneration is 0.99:1.

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, 2018 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. DISCLOSURE OF ACCOUNTING TREATMENT

These financial statements have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) to comply with the Accounting Standards specified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013 ("the 2013 Act") as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in preparation of the financial statements are consistent with those followed in the previous year.

37. AUDITORS CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

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

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 : 29th May, 2018. DIN : 00123386

ANNEXURE: "B"

STATEMENT OF PARTICULARS UNDER THE COMPANIES (ACCOUNTS) RULES 2014

A. Conservation of energy
i) The steps taken or impact on conservation of energy;Companys operations involve substantial consumption of energy when compared to the cost of production. Wherever possible energy conservation and efficiency measures have been undertaken.The Companys business involves use of energy only for final processing of Tea leaves. For growing of Tea leaves, the reliance is more on natural resources of energy than on fossil fuels.
ii) The steps taken by the company for utilizing alternate sources of energy;The Company constantly considers up- gradation of existing machineries and processes to optimise use of alternate sources of energy for processing of Tea leaves. Availability of natural gas through pipeline or bullet tanker is eagerly awaited, which the Company can readily use at a much lower cost to both the Company and the environment.
iii) The capital investment on energy conservation equipments;For all new equipments purchased, weightage is given to conservation of electrical energy to reduce long term running costs.
B. Technology absorption
i) The efforts made towards technology absorption;The Company subscribes to the Tea Research Association and implements their guidance and recommendations. The Company has no R&D Unit as such.Further more, the Com- pany is moving in the direction of certifications such as Rain Forest Alliance and follows the Plant Protection Code, Maximum Residue Levels and the Trustea Code.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution;The per hectare cost of insecticides and pesticides used for spraying in tea growing areas has reduced. Only the items appearing in the approved list are used, by which the Companys produced has become compliant with more markets having different approval parameters.
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) –
a) The details of technology imported : NIL
b) The year of import : NIL
c) Whether the technology been fully absorbed : NA
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and : NA
iv) The expenditure incurred on Research and Development;As covered under item (i) above.
C. Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange Outgo during the year in terms of actual outflows.Nil

ANNEXURE D REMUNERATION POLICY

Introduction

The Remuneration Policy of Norben Tea & Exports Ltd. (the "Company"), is designed to attract, motivate and retain exceptional employees in a competitive market. The policy reflects the Companys objectives for good corporate governance as well as sustained long-term value creation for shareholders.

Remuneration to Directors, Key Managerial Personnel and other employees involving a balance between fixed and incentive pay which reflect short and long term performance objectives appropriate to the working of the Company and its goals.

APPOINTMENT OF DIRECTORS

Appointment of Director(s) are being done as per the applicable provisions and schedules of the Companies Act. 2013.

BOARD REMUNERATION

Efforts are made to ensure that the remuneration of the Board of Directors matches the level with comparable companies, whilst also taking into consideration board members required competencies, efforts and the scope of the board function, including the number of meetings.

Fixed remuneration

Whole Time Director(s) of the Board of Directors will receive a fixed salary, alongwith basic perquisites which is approved by the shareholders of the Company at a General Meeting.

Sitting Fees

The Board shall fix the sitting fees for the Directors and Members of the various Committees, taking into account the extent of responsibilities and time commitment, the results of the Company keeping in view fees paid by other peer companies, which are similar in size and complexity.

Incentive programme, bonus pay, etc.

Presently, the Company does not have any incentive programme . Reimbursement of expenses

Expenses in connection with board and committee meetings are reimbursed as per account rendered. Pension scheme The Board of Directors is not covered by any pension scheme or a defined benefit pension scheme.

REMUNERATION TO OTHER KEY MANAGERIAL PERSONNEL

The Nomination & Remuneration Committee submits proposals concerning the remuneration of the other Key Managerial Personnel to ensure that the remuneration is in line with the conditions in comparable companies.

Other Key Managerial Personnel are entitled to a competitive remuneration package consisting of the following components: Fixed salary Bonus Benefits, e.g. use of company car, telephone, broadband, etc.

Fixed salary

The fixed salary shall be based on the market level and increase therein shall be periodically reviewed based on performance appraisal.

Variable components

Presently, the Company does not have a fixed policy for any incentive based pay or any variable component in the salary structure.

Personal benefits

Other Key Managerial Personnel will have access to a number of work-related benefits, including company car, free telephone, broadband at home, and work-related newspapers and magazines. The extent of individual benefits are not necessarily same for each individual member of the Executive Management.

Other Key Managerial Personnel may be covered by insurance policies: Accident insurance Health insurance Directors and Officers Liability Insurance

Notice of termination

The employment relationship is terminable by giving a months notice on either side. Redundancy pay As per the prevailing laws of the State Government.

Retirement Benefits

Other Key Managerial Personnel are not covered by any employer administered pension plan or a defined benefit pension scheme. However, pension scheme under provident fund is provided. Gratuity is covered as per the Act. Disclosure The total remuneration of the Key Managerial Personnel is stated in the Annual Report.

REMUNERATION TO OTHER EMPLOYEES

The Nomination & Remuneration Committee submits proposals concerning the remuneration of other employees and ensures that the remuneration is in line with the conditions in comparable companies.

Other Employees entitled to a competitive remuneration package consisting of the following components: Fixed salary Bonus Fixed salary

The fixed salary shall be based on the market level and increase therein shall be periodically reviewed based on performance appraisal.

Variable components

Presently, the Company does not have a fixed policy for any incentive based pay or any variable component in the salary structure.

Other benefits

Housing/Housing Repair Allowance. Notice of termination

As per the prevailing laws of the State Government. Redundancy pay As per the prevailing laws of the State Government. Retirement Benefits

Other Key Managerial Personnel are not covered by any employer administered pension plan or a defined benefit pension scheme. However, pension scheme under provident fund is provided. Gratuity is covered as per the Act.

Criteria for determining qualifications, positive attributes and independence of director

The Company will follow the guidelines as mentioned in Schedule IV of the Companies Act, 2013 and under Regulation 19(4) of the Listing Regulation with the Stock Exchange(s) in determining qualifications, positive attributes and independence of director.

ANNEXURE E

THE CRITERIA FOR PERFORMANCE EVALUATION OF THE DIRECTORS OF THE COMPANY

The Board will assess its performance each year. The Nomination and Remuneration Committee is responsible to create a process for making such assessment to report annually to the Board on the results of the assessment process. The purpose of the assessment is to increase the effectiveness of the Board. The various Committees of the Board shall annually conduct a self-assessment of their performance and respective Terms of Reference.

Formal annual evaluation by the Board of its own performance and that of its Committees and Individual Directors shall also be done as outlined below: The Company will follow a seven step system of the following processes for evaluation:

METHODOLOGY

What the Company hopes to achieve?

Clearly identified objectives will enable the Company to set specific goals for the evaluation and make decisions about the scope of the review. Such issues as the complexity of the performance problem, the size of the board, the stage of organisational life cycle and significant developments in the firms competitive environment will determine the issues the Company wishes to evaluate.

Who will be evaluated?

With the objectives for the evaluation set, the Company needs to decide whose performance will be reviewed to meet them.

The Company needs to consider three groups: the Board as whole (including board committees), individual directors (including the roles of chairperson and/or lead independent director), and key governance personnel (generally the CFO and company secretary).

What will be evaluated?

Having established the objectives of the evaluation and the people/groups that will be evaluated to achieve those objectives, the next stage involves the evaluation becoming specific. It is now necessary to elaborate these objectives into a number of specific topics to ensure that the evaluation (1) clarifies any potential problems, (2) identifies the root cause(s) of these problems, and (3) tests the practicality of specific governance solutions, wherever possible. This is necessary whether the board is seeking general or specific performance improvements and will suit boards seeking to improve areas as diverse as board processes, director skills, competencies and motivation, or even boardroom relationships.

Who will be asked?

Internally, Board members, the CEO, senior managers and, in some cases, other management personnel and employees may have the necessary information to provide feedback on elements of a companys governance system.

Externally, owners/members and even financial markets can provide valuable data for the review. Similarly, in some situations, government departments, major customers and suppliers may have close links with the board and be in a position to provide useful information on its performance.

What techniques will be used?

Depending on the degree of formality, the objectives of the evaluation, and the resources available, boards may choose between a range of qualitative and quantitative techniques.

Who will do the evaluation?

The next consideration in establishing evaluation framework is to decide who the most appropriate person is to conduct the evaluation. If the review is an internal one, the chairperson commonly conducts the evaluation. However, there are times when it may be more appropriate to delegate either to a non-executive or lead director, or to a board committee. In the case of external evaluations, specialist consultants or other general advisers with expertise in the areas of corporate governance and performance evaluation may lead the process.

What do you do with the results?

Since the Board as a whole is responsible for its performance, the results of the review will be released to the board in all but the most unusual of circumstances. Where the evaluation objectives are focused entirely on the board, board members will simply discuss the results among themselves.

ANNEXURE F

AUDITORS COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF M/s Norben Tea & Exports Ltd. (CIN – L01132WB1990PLC048991)

We have examined the compliance of conditions of Corporate Governance by Norben Tea & Exports Ltd. ("the Company"), for the year ended on 31st March, 2018, as stipulated in relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as referred to in Regulation 15(2) of the Listing Regulations for the year ended 31st March, 2018.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreements / Listing Regulations, as applicable.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

41, N. S. Road, For L. K. BOHANIA & Co.
4th Floor, Room No. – 404, Chartered Accountants
Kolkata – 700 001 FRNo.317136E
Vikash Mohata
Place : Kolkata. Partner.
Dated : The 29th Day of May, 2018 Membership No.-304011