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Norben Tea & Exports Ltd.

BSE: 519528 Sector: Agri and agri inputs
NSE: NORBTEAEXP ISIN Code: INE369C01017
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Norben Tea & Exports Ltd. (NORBTEAEXP) - Auditors Report

Company auditors report

TO THE MEMBERS OF M/s Norben Tea & Exports Ltd.

(CIN – L01132WB1990PLC048991)

1. Report on the Audit of the Standalone Financial Statements :

(a) Opinion :

We have audited the accompanying Standalone financial statements of NORBENTEA & EXPORTS LIMITED ("the Company") which comprise the BalanceSheet as at March 31 2019 the Statement of Profit & Loss (includingOther Comprehensive Income) the Statement of Changes in Equity and the Statementof Cash Flows for the year ended on that date and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "Standalone financial statements").

In our opinion and to the best of our information and according to the explanationgiven to us the aforesaid Standalone financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 the profit andtotal comprehensive income changes in equity and its cash flows for the year ended onthat date.

(b) Basis for Opinion :

We conducted our audit of the Standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section ofour report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of the Chartered Accountants of India (ICAI) together with theindependence requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the standalone financialstatements.

(c) Key Audit Matters :

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. As per our audit and verification of books and recordsand fact finding etc. we have determined that there are no separate key audit mattersapplied to this company which are communicated to the audit's report. Our audit report inunmodified and self-explanatory.

2. Information other than the Standalone Financial Statements and Auditor'sReport Thereon :

The Company's Board of Directors are responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report Corporate Governance Report ManagementDiscussion and Analysis but does not include the standalone financial statements and ourauditor's report thereon.

Our opinion on standalone financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information we are required to report that fact. We have nothing to reportin this regard.

3. Management's Responsibility for the Standalone Financial Statements :

The Company's Board of Directors are responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Standalone financial statements that give a true and fair view of thefinancial position financial performance total comprehensive income changes in equityand cash flows of the Company in accordance with the Ind AS and other accountingprinciples generally accepted in India. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

4. Auditor's Responsibility for the Audit of the Standalone Financial Statements:

Our objectives are to obtain reasonable assurance about whether the Standalone financialstatements as a whole are free from material misstatements whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of this standalone financial statements.

As a part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• ?Identify and assess the risk of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risk and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• ?Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial control systems in place and the operatingeffectiveness of such controls.

• ?Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• ?Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexist related to events or conditions that may cast significant doubt on the company'sability to continue as a going concern. If we conclude that a material uncertainty existwe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusion are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• ?Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represents the underlying transactions and events in a manner that achievesfair presentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it's probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationship and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determined thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We described this mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determined that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

5. Report on Other Legal and Regulatory Requirements

5.1 As required by Section 143(3) of the Act based on our audit we report:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Changes in Equity and the Statementof Cash Flow dealt with by this Report are in agreement with the relevant books ofaccount;

(d) In our opinion the aforesaid Standalone financial statements comply withthe Ind AS specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;

(e) On the basis of the written representations received from the directors as onMarch 31 2019 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2019 from being appointed as a directors in terms of Section164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "ANNEXURE – A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with requirement of section 197(16) of the Act as amended in our opinion andto the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act;

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous :

(i) The Company does not have any pending litigations which impact its financialposition in its Standalone financial statements;

(ii) The Company has not made any provisions as required under the applicable law oraccounting standards for material foreseeable losses if any on long-term contractsincluding derivative contracts;

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

5.2 As required by the Companies (Auditors' Report) Order 2016 (‘theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "ANNEXURE- B" astatement on the matters specified in paragraph 3 and 4 of the said Order.

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 28th Day of May 2019 Membership No.-304011

"ANNEXURE – A" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF NORBEN TEA & EXPORTS LIMITED

Report on the Internal Financial Control under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") - Referred to in paragraph 5.1(f) ofour report of even date to the Standalone financial statements of the Company for the yearended March 31 2019:

We have audited the internal financial controls over financial reporting of NORBENTEA & EXPORTS LIMITED ("the Company") as of March 31 2019 inconjunction with our audit of the Standalone financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the guidance note on Audit of Internal Financial Controls Over financialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities includes the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

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 28th Day of May 2019 Membership No.-304011

"ANNEXURE - B" TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 5.2 under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date to the Standalone financialstatements of the Company for the year ended March 31 2019:

1. In respect of the Company's - Property plant and equipment i.e. Fixed Assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) The Fixed Assets have been physically verified by the management in a phasedmanner designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and nature of itsbusiness. Pursuant to the program a portion of the fixed assets has physically verifiedby the management during the year and no material discrepancies between the books recordsand the physical fixed assets have been noticed.

(c) According to the information and explanations given to us the records examined byus and based on examination of the conveyance deeds/registered sale deeds provided to uswe report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the Balance Sheetdate.

2. In respect of its Inventories:

(a) The management has conducted the physical verification of inventory at reasonableintervals.

(b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.

3. The Company has not granted any loans secured or unsecured to the companies firmsor other Limited Liability Partnerships or other parties covered in the Registermaintained under Section 189 of the Act. Accordingly the provisions of clause 3 (iii) (a)to (c) of the Order are not applicable to the Company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Companies Act2013 in respect of loans investments guarantees and security.

5. The Company has not accepted any deposits from public and hence the directivesissued by the Reserve Bank of India and the provisions of Section 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from public are not applicable.

6. We have broadly reviewed the cost records maintained by the Company pursuant toCompanies (Cost Records and Audit) Rules 2014 read with Companies (Cost Records andAudit) Amendment Rules 2014 prescribed by the Central Government under Section 148 of theCompanies Act 2013 and are of the opinion that prima facie the prescribed cost recordshave been maintained. We have however not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and on the basis ofour examination of the books of accounts and records the Company has been generallyregular in depositing undisputed statutory dues including Provident Fund Employees StateInsurance Income-Tax Duty of Customs Value Added Tax Cess Goods & Service Taxes(IGST/CGST/SGST) and any other statutory dues with the appropriate authorities.

According to the information and explanations given to us undisputed amounts payablein respect of Professional Tax is Rs.114971/- which were outstanding as at March 312019 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us and on the basis of thedocuments and records the disputed statutory dues which have not been deposited with theappropriate authorities are as under:

Name of the statute Nature of dues Amount of Demand in dispute ( Rs.) Period to which the amount relates Forum where dispute is pending Amount Paid under protest
(Rs.)
Income Tax Income Tax 2465000/- 1995-1996 DCIT Kolkata Adjusted against TDS
Income Tax Income Tax 845670/- 2011-2012 CIT(A) Kolkata 169344/-
Income Tax Income Tax 423930/- 2012-2013 DCIT Kolkata 45553/-
Income Tax Income Tax 6255770/- 2013-2014 CIT(A) Kolkata 939366/-
Income Tax Income Tax 580970/- 2014-2015 CIT(A) Kolkata 118150/-

8. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks. The Company has not takenloan either from financial institutions or from the government and has not issued anydebentures.

9. Based upon the audit procedures performed and the information and explanations givenby the management the Company has not raised money by way of initial public offer orfurther public offer including debt instruments and term loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

10. Based upon the audit procedures performed and the information and explanation givenby the management we report that no fraud by the Company or on the Company by its Officeror Employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanation givenby the management the managerial remuneration has been paid or provided in accordancewith the requisite approvals mandated by the provisions of section 197 read with ScheduleV to the Companies Act.

12. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.

13. In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of the Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanationsgiven by the management the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanationsgiven by the management the Company has not entered into any non-cash transactions withdirectors or persons connected with him/her.

Accordingly the provisions of clause 3 (xv) of the Order are not applicable to theCompany and hence not commented upon.

16. In our opinion the Company is not required to be registered under section 45 IA ofthe Reserve bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

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 28th Day of May 2019 Membership No.-304011

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