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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) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the Twenty Eighth Annual Report together with theCompany's 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 March2018 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 COMPANY'S AFFAIRS

During the year there is again some increase in own production of tea crop and thistrend should continue as the Company's plantations mature and yield more leaves. Pricerealizations for Norben teas have increased alongwith the market.

The contribution of small growers in the context of overall tea production has beengrowing to touch almost 50 per cent as per 2017 estimates according to the Indian TeaAssociation (ITA). The Tea Board feels the trend does not augur well and could cause"disruption" in the market. In 2017 total production during January-Decemberperiod was 1348.44 million kilograms while the estimated contribution of the smallgrowers was 631.69 million kg.

A meeting of the minimum wages advisory board for tea workers in Assam was held whichdecided to fix mininum wages of tea garden workers at Rs.351. The amount includes bothcash and kind component. Such increase is abnormally high and may result in many estatesclosing down.

Tea prices have not kept pace with the growing input costs resulting in economicstress 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 reportedfinancial year.

4. DIVIDEND

The Board has not recommended any dividend for the financial year 2017-18 in view ofretaining cash for your Company's growth prospects.

5. TRANSFER TO GENERAL RESERVE

Appropriation amount proposed to be transferred to General Reserve : NIL

6. MATERIAL CHANGES COMMITTMENTS

There are no material changes or commitments affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe 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 withits size requirements and the nature of operations. These systems are designed keeping inview the nature of activities location and various business operation.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE

FINANCIAL STATEMENTS

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

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

As on 31st March 2018 your company has no subsidiaries joint ventures orassociate Companies.

11. PUBLIC DEPOSITS

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

12. STATUTORY AUDITOR

M/s. L.K.Bohania & Co. Chartered Accountants bearing ICAI Firm Registration Number317136E was appointed as the Statutory Audito rs of the Company for a period of 5consecutive years in the 26th Annual General Meeting held on 2ndSeptember 2016. In terms of the first proviso to Section 139(1) of the Companies Act2013 the matter relating to appointment of M/s. L.K.Bohania & Co. Statutory Auditorsof the Company to hold office for now remaining three years i.e. from the conclusion of 28thAnnual General Meeting till the conclusion of the 31st Annual General Meetingto be held in the year 2021 has been placed for ratification by the shareholders of theCompany at the this Annual General Meeting.

13. AUDITORS REPORT

The report by the Auditors is self explanatory and has no qualification reservationadverse 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 appointedCS Ajay Kumar Agarwal Proprietor of M/s. Agarwal A & Associates Company SecretariesPracticing Company Secretary as its secretarial auditor to undertake Secretarial Audit forthe FY 2017-18. The Secretarial Audit Report in the specified form MR-3 is annexedherewith as Annexure A in the Annexure forming part of this Report. TheSecretarial 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 ANDOUTGO

The information pursuant to Section 134(3)(m) of the Companies Act 2013 and Rule 8 ofCompanies (Accounts) Rules 2014 is given as Annexure B in the Annexure formingpart 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 MGT9 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 ofCorporate Social Responsibility reporting.

18. DIRECTORS

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

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

There has been no change in the composition of the Board of Directors during thefinancial year. The details of Key Managerial Personnel who were appointed or haveresigned during the financial year are also covered under the Report on CorporateGovernance.

20. NO. OF MEETINGS OF THE BOARD

The Board of Directors have met 5 (five) times during the financial year on 26-05-201712-06-2017 01-09-2017 04-12-2017 and 13-02-2018. The maximum time gap between any twomeetings was less than 120 days as stipulated under SEBI's Listing Requirements2015.Details of meeting are given in the "Corporate Governance Report" of theAnnual Report.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

A Separate meeting of the Independent Directors was held on 02-06-2017 Mr. RanjanKumar Jhalaria the lead Independent Director presided the meeting. The IndependentDirectors at said meeting review the performance of the non Independent Directors.

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

22. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director has at the first meeting of the Board and also at the firstmeeting of the Board after his/her appointment in the financial year 2017-2018 given adeclaration as required u/s.149 of the Companies Act 2013 that he/she meets the criteriaof 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 hadnot 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 2013a Vigil Mechanism for Directors and employees of the Company to report genuine concernshas been established. The Vigil Mechanism (Whistle Blower Policy) has been uploaded on theCompany's website at www.norbentea.com/pdf/vigil-blower.pdf.

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

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided u/s.178(3) of the Companies Act 2013 is given as Annexure D inthe Annexure forming part of this Report.

26. RELATED PARTY TRANSACTION

All the related party transaction are entered on arm's length basis and are incompliance with the applicable provisions of the Act and the SEBI (LODR) Regulations2015.There are no materially significant related party transactions made by the Companyduring 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 companyu/s.186 of the Companies Act 2013 during the year under review and hence the saidprovision is not applicable.

28. FORMAL ANNUAL EVALUATION OF BOARD

Formal annual evaluation by the Board of its own performance and that of its committeesand individual directors had been done during the year in the manner stated in theCriteria for Performance Evaluation of the Directors of the Company as framed by theNomination and Remuneration Committee of the Company an given as Annexure E in the Annexureforming 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 IndiaApril 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 witnessmaximum outlots and price fluctuations.

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

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

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

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

Has adverse effect on demand and prices of plainer/ordinary varieties and leads toscheme based sales. Smaller traders relinquish space to larger packeteers who betterequipped 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 highershipments 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 strongstart.

b) Opportunities Threats Risks & Concerns

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

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

The age of the plantations is very young and provides a great advantage in terms ofcost 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 theCompany and the nature of its business which ensures that transactions are recordedauthorized and reported correctly apart from safeguarding its assets against loss fromwastage unauthorized use and removal.

The Internal Control System is supplemented by documented policies guidelines andprocedures. An extensive programme of review is carried out by the Company's Managementcum 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 highlylabour intensive and is subject to stringent labour laws. Comparatively high labour costshigh social cost over most other tea producing countries high infrastructure costs remainthe major problems for the Indian Tea Industry. Shortage of labour during peak season isalso a cause for concern.

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

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

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 SKU's already on shelves. Current quarter sales reportedlyexcellent. Should lead to higher buying in first flush. Smaller traders hard hit withintroduction of GST. Business suffers.

As GST related issues settle demand likely to be more consistent. Inventory buildupalso expected.

e) Risks and concerns

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

MRL in teas a matter of deep concern. Domestic and export buyers contemplate actionagainst defaulting marks as government agencies and NGOs target compliance and customersafety.

f) Internal control system and their adequacy

The Company implemented internal control systems to ensure that all assets aresafeguarded and protected against loss and that transactions are recorded and reportedcorrectly. The internal control system is commensurate with the size and nature of theCompany's business. The systems are regularly reviewed for effectiveness.

g) Discussion on financial performance with respect to operational performance

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

h) Material developments in human resources/industrial relations front includingnumber of people employed

The Company emphasizes training and development for optimum results. The Companystrives to maintain healthy industrial relations across its various locations andemployees. 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 projectionsestimates and expectations have been made in good faith. Many unforeseen factors may comeinto play and affect the actual results which could be different from what the Directorsenvisage in terms of future performance and outlook. Market data and product informationcontained in this Report have been based on information gathered from various publishedand unpublished reports and their accuracy reliability and completeness cannot beassured.

30. RISK MANAGEMENT POLICY

The Board of Directors of the Company has developed and implemented a risk managementpolicy for the Company including identification therein of elements of risk which in theopinion of the Board may threaten the existence of the Company. The Board monitors andreviews periodically various aspects of Risk Management policy. At present no particularrisk 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 womenemployee is treated with dignity respect and equality. There is zero- tolerance towardssexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employee. Thepolicy allows every employee to freely report any such act and promote action will betaken thereon. The policy lays down severe punishment for any such act. Further yourDirectors state that during the year under review there were no cases of sexualharassment 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 bythe regulators or courts or tribunals impacting the going concern status and company'soperations in future.

33. DIRECTORS' RESPONSIBILITY STATEMENT

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

1. Applicable accounting standards have been followed in the preparation of the AnnualAccounts for the year ended 31st March 2018 with proper explanation relatingto material departures if any.

2. Accounting policies have been selected and applied consistently and judgments andestimates have been made which are reasonable and prudent and have been applied so as togive a true and fair view of the state of affairs of the Company in respect of thefinancial year ended 31st March 2018 and of the profit of the Company for thatperiod.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets 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 onthe basis of going concern concept.

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

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

34. PARTICULARS OF DIRECTORS' REMUNERATION U/S.197 (12) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

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 percentileincrease in managerial remuneration is 0.99:1.

Wages of the Tea Garden employees are decided through a Tripartite Agreement betweenWorkers 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 inRule 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 acceptedaccounting principles in India (Indian GAAP) to comply with the Accounting Standardsspecified 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 2013Act") as applicable. The financial statements have been prepared on accrual basisunder the historical cost convention. The accounting policies adopted in preparation ofthe 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 AnnexureF 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 Companyat Bomnay Stock Exhange is awaiting their approval. The Equity Shares of the Company aretraded at the National Stock Exchange of India Limited.

39. APPRECIATION

The Directors wish to place on record their appreciation for the support received fromthe 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;Company's operations involve substantial consumption of energy when compared to the cost of production. Wherever possible energy conservation and efficiency measures have been undertaken.The Company's 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 Company's 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") isdesigned to attract motivate and retain exceptional employees in a competitive market.The policy reflects the Company's objectives for good corporate governance as well assustained long-term value creation for shareholders.

Remuneration to Directors Key Managerial Personnel and other employees involving abalance between fixed and incentive pay which reflect short and long term performanceobjectives 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 andschedules of the Companies Act. 2013.

BOARD REMUNERATION

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

Fixed remuneration

Whole Time Director(s) of the Board of Directors will receive a fixed salary alongwithbasic perquisites which is approved by the shareholders of the Company at a GeneralMeeting.

Sitting Fees

The Board shall fix the sitting fees for the Directors and Members of the variousCommittees taking into account the extent of responsibilities and time commitment theresults of the Company keeping in view fees paid by other peer companies which aresimilar in size and complexity.

Incentive programme bonus pay etc.

Presently the Company does not have any incentive programme . Reimbursement ofexpenses

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

REMUNERATION TO OTHER KEY MANAGERIAL PERSONNEL

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

Other Key Managerial Personnel are entitled to a competitive remuneration packageconsisting 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 beperiodically reviewed based on performance appraisal.

Variable components

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

Personal benefits

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

Other Key Managerial Personnel may be covered by insurance policies: Accidentinsurance 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 pensionplan or a defined benefit pension scheme. However pension scheme under provident fund isprovided. Gratuity is covered as per the Act. Disclosure The total remuneration of the KeyManagerial Personnel is stated in the Annual Report.

REMUNERATION TO OTHER EMPLOYEES

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

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

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

Variable components

Presently the Company does not have a fixed policy for any incentive based pay or anyvariable 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 theprevailing laws of the State Government. Retirement Benefits

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

Criteria for determining qualifications positive attributes and independence ofdirector

The Company will follow the guidelines as mentioned in Schedule IV of the CompaniesAct 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 RemunerationCommittee is responsible to create a process for making such assessment to report annuallyto the Board on the results of the assessment process. The purpose of the assessment is toincrease the effectiveness of the Board. The various Committees of the Board shallannually 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 Committeesand Individual Directors shall also be done as outlined below: The Company will follow aseven 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 theevaluation and make decisions about the scope of the review. Such issues as the complexityof the performance problem the size of the board the stage of organisational life cycleand significant developments in the firm's competitive environment will determine theissues the Company wishes to evaluate.

Who will be evaluated?

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

The Company needs to consider three groups: the Board as whole (including boardcommittees) individual directors (including the roles of chairperson and/or leadindependent director) and key governance personnel (generally the CFO and companysecretary).

What will be evaluated?

Having established the objectives of the evaluation and the people/groups that will beevaluated to achieve those objectives the next stage involves the evaluation becomingspecific. It is now necessary to elaborate these objectives into a number of specifictopics to ensure that the evaluation (1) clarifies any potential problems (2) identifiesthe root cause(s) of these problems and (3) tests the practicality of specific governancesolutions wherever possible. This is necessary whether the board is seeking general orspecific performance improvements and will suit boards seeking to improve areas as diverseas board processes director skills competencies and motivation or even boardroomrelationships.

Who will be asked?

Internally Board members the CEO senior managers and in some cases othermanagement personnel and employees may have the necessary information to provide feedbackon elements of a company's governance system.

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

What techniques will be used?

Depending on the degree of formality the objectives of the evaluation and theresources available boards may choose between a range of qualitative and quantitativetechniques.

Who will do the evaluation?

The next consideration in establishing evaluation framework is to decide who the mostappropriate person is to conduct the evaluation. If the review is an internal one thechairperson commonly conducts the evaluation. However there are times when it may be moreappropriate to delegate either to a non-executive or lead director or to a boardcommittee. In the case of external evaluations specialist consultants or other generaladvisers with expertise in the areas of corporate governance and performance evaluationmay lead the process.

What do you do with the results?

Since the Board as a whole is responsible for its performance the results of thereview will be released to the board in all but the most unusual of circumstances. Wherethe evaluation objectives are focused entirely on the board board members will simplydiscuss 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 31stMarch 2018 as stipulated in relevant provisions of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") as referred to in Regulation 15(2) of the Listing Regulations for theyear ended 31st March 2018.

The Compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementations thereof adoptedby the Company for ensuring compliance of the conditions of the Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above-mentioned Listing Agreements / Listing Regulationsas applicable.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the Management hasconducted 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