TO THE MEMBERS
Your Directors are pleased to present the Thirty First Annual Report together with theCompany's Audited Accounts for the Financial Year ended 31st March 2021.
I. FINANCIAL SUMMARY OR HIGHLIGHTS
The financial performance of the Company for the year ended on 3lMarch 2021 issummarized below:-
|FINANCIAL SUMMARY || |
| ||Year Ended March 31 2021 ||Year Ended March 312020 |
| ||(Rs. in thousand) ||(Rs. in thousand) |
|Total Revenue ||75213 ||49395 |
|Profit before Finance Cost Depreciation and Taxation ||24728 ||(3272) |
|Less: Finance Cost ||6845 ||7175 |
|Profit/ (Loss) before Depreciation and Tax ||17883 ||(10447) |
|Less : Depreciation ||4959 ||4686 |
|Profit/ (Loss) before Exceptional Items and Tax ||12924 ||(15133) |
|Prior Period Expenditure ||- ||- |
|Profit/ (Loss) before Tax ||12924 ||(15133) |
|Less/(Add): Current Tax ||1375 ||- |
|Less/(Add): Mat Credit ||(864) ||- |
|Income Tax for earlier year ||(133) ||262 |
|Provision of Deferred Tax (Credit) ||772 ||673 |
|Profit/(Loss) after Tax ||11774 ||(16068) |
|Other Comprehensive Income || || |
|Item that will not be reclassified to profit or loss ||(28) ||(226) |
|Income tax relating to these items ||7 ||58 |
|Total Comprehensive Income for the period ||11753 ||(16236) |
2. STATE OF COMPANY'S AFFAIRS
Financial Year 2020-21 witnessed altogether new high price levels for tea which helpedtea companies recover the value of crop loss as bushes had to be pruned/skilled onresuming operations after lock-down period for Covid-19 Guidelines.
Increased revenue from operations and cost control measures have yielded profits.During the year the trade unions and employers7 Associations agreed to 15%enhancement of wages of workmen and all categories of sub-Staff and Staff the full effectof which will impact the next financial year. The growing season for tea has started witha prolonged dry period.
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.
The Board has not recommended any dividend for the financial year 2020-21 in view ofretaining cash for your Company's growth prospects.
5. TRANSFER TO GENERAL RESERVE
Appropriation amounts 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 REFERENCE TO THEFINANCIAL 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 3 Ist March 2021 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. 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.
13. SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Apointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedCS Ajay Kumar Agarwal Proprietor of Agarwal A & Associates Company SecretariesPracticing Company Secretary as its secretarial auditor to undertake Secretarial Audit forthe FY 2020-21. The Secretarial Audit Report in the specified form MR-3 is annexedherewith as Annexure A in the Annexure forming part of this Report The Secretarial AuditReport has a qualification reservation adverse remark relating to suspension in tradingof equity shares of the Company due to non-compliance of the eligibility requirement forcontinuous listing and the Company has made an application on 28th May 2018 toBSE for revocation of suspension of Company with Bombay Stock Exchange and awaiting fortheir approval. The Equity Shares of the Company are traded at the National Stock Exchangeof India Limited. The Bombay Stock Exchange via email dated 24th March 2020has allowed the Company to do all the filings in compliance with the listing regulationsand the Company is complying with all the filing requirements on regular basis.
14. 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 Bin the Annexure forming part ofthis Report.
15. 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 has been uploaded on the Company's website atwww.norbentea.com/pdf/extractoftheannualretum_March_2021.pdf
16. POLICY ON CORPORATE SOCIAL RESPONSIBILITY
The level of operations of the Company does not conform to the minimum threshold ofCorporate Social Responsibility reporting.
At present your Board is duly constituted comprising of 6 (Six) Directors Mr. ManojKumar Daga (DIN: 00123386) Mr. Ranjan Kumar Jhalaria (DIN: 05353976) Mrs. Swati Agarwal(DIN: 06804522) Mr. Balkrishan Agarwal (DIN: 08599472) Mr. Deepak Tiwari (DIN:08839075)and Ms. Tanusree Chatterjee (DIN:08837933). In accordance with the provisions of theCompanies Act 2013 and the Articles of Association of the Company Mr. BalkrishanAgarwal retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
18. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
Mr. Deepak Tiwari (DIN:08839075) was appointed as Non-Executive Director IndependentCategory of the Company by the Board of Directors at it's meeting held on 24lhAugust 2020. Ms. Tanusree Chatterjee (DIN: 08837933) was appointed as Non-ExecutiveDirector Independent Category of the Company by the Board of Directors at it's meetingheld on 24th August 2020.
Mrs. Dipa Chatterjee Sarkar Chief Financial Officer (CFO) and Key Managerial Personnel(KMP) of the Company resigned from the office with effect from 13th February2021.
Ms. Neha Gupta appointed as the Chief Financial Officer (CFO) of the Company witheffect from 13th February 2021.
The details of Key Managerial Personnel who were appointed or have resigned during thefinancial year are also covered under the Report on Corporate Governance.
19. NO. OF MEETINGS OF THE BOARD
The Board of Directors have met 7 (seven) times during the financial year on18-04-202011-07-202024- 08-2020 29-08-2020 10-11-2020 13-02-2021 and 25-03-2021. Themaximum time gap between any two meetings was less than 120 days as stipulated underSEBI's Listing Requirements 2015.Details of meeting are given in the CorporateGovernance Report of the Annual Report.
20.SEPARATE MEETING OF INDEPENDENT DIRECTORS
A Separate meeting of the Independent Directors was held on 10-11-2020 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.
21 .DECLARATION BV 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 2020-2021 given adeclaration as required u/s.!49of the Companies Act 2013 that he/she meets the criteriaof Independence.
22. AUD1T COMMITTEE AS REQUIRED U/S177(8) OF COMPANIES ACT 2013
Further during the year there was no recommendation of the Audit Committee which hadnot been accepted by the Board.
23. 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 w'ww.norbentea.com/pd f7vigil-blower.pdf.
24. 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 C in theAnnexure forming part of this Report.
25. 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 bythe Company during the year.
26. 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 provisionis not applicable.
27. 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 is given as Annexure D in theAnnexure forming part of this Report.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
a) INDUSTRY STRUCTURE & DEVELOPMENT OPPORTUNITIES & THREATS ANDOUTLOOK
Demand and Supply of tea and fluctuations in tea prices due to shortage or oversupplyand carryover stocks have got a new dimension due to the impact of COVID-I9 pandemic. Teaprices recorded new levels due to shortage of production as lock down and restrictionswere imposed form March 24 2020. On reopening tea bushes had to be prunes/skilled onceagain and production of season 20 restarted in phased manner.
b) RISK AND CONCERN
To maintain the level of operations while ensuring strict compliance of guidelinesissued and adhering to all preventive measures has been a new challenge. The employees ofthe Company at all levels have risen to this and there has not been any loss of life orfixed assets.
The plantation industry is largely dependent on the vagaries of nature with factorslike rainfall its distribution temperature relative humidity and light intensity havingits impact on yield. Since timely information of weather plays a vital role for initiatingsteps towards application of fertilizers chemicals and pesticides steps are taken at theestates to get the weather information well in advance.
c) COVID-19 PANDEMIC
1) Impact of the CoVID-19 pandemic on the business -
The lockdown and restrictions imposed on various activities due to COVID 19 pandemichave been complied with by the Company Production and sale of tea was affected due tolock down in the early part of 2020-21 during which time high value first flush teas areproduced.
2) Ability to maintain operations including the factories/units/oflice spacesfunctioning and closed down -
The Company partially resumed operations at its Tea estate from mid April 2020 as perpermissions from local authorities ensuring strict compliance to the guidelines issued andalso adhering to all preventive measures as per various Government directives.
3) Restarting of operations -
The operations of the Company restarted in line with the directives of the Central& State Govt and other regulatory authorities. The tea bushes had to be pruned/skifFedand started yielding new leaves much after operations resumed.
4) Steps taken to ensure smooth functioning of operations -
Strict measures of social distancing hygiene practices and sanitization ensured safetyof workers / employees at workplace.
5) Estimation of the future impact of CoVID-19 on its operations
Health and hygiene practices have evolved owing to the Pandemic. Regular fieldpractices have resumed and productivity and growth of tea has reached normal levels.
6) Details of impact of CoVID-19 on listed entity's:
I. capital and financial resources
There has not been any loss of capital and financial resources of the company. Timelyfinancing by Covid line of Credit helped maintaining flow of working capital for arrangingall inputs in time.
With the progress of the tea growing season the estate of the company was able togenerate better revenue. Support by Govt of India by Provident Fund employer Contributionreduction from 12% to 10% has helped as wages constitute a large portion of expenses.
III. Liquidity position
The liquidity position of the company is comfortable.
IV. Ability to service debt and other financing arrangements
The Company has been able to service its debt and other financing arrangements.
All Fixed Assets and Current Assets of the Company are safe. All employees at alllevels are safe.
VI. Internal financial reporting and control
Internal financial reporting and control are in place and functioning with fullconnectivity.
VII. Supply chain
Supply chain has continued as movement of teas and tea garden personnel ware among thefirst to re start in a phased manner. Manures fuel oil and all essential inputs forhealth care of bushes have been available
VIII. Demand for its products/services
Demand for the Company's tea is good and vibrant.
7) Existing contracts/agreements where non-fulfillment of the obligations by any partywill have significant impact on the listed entity's Business.
The Company does not enter into forward/future contracts for it's produce as a policy.The loss in production value of first flush teas in season 2020 was recovered with highprice levels for tea in 2021.
8) Other relevant material updates about the listed entity's business
The company has been able to maintain its business relations with its esteemedcustomers Govt authorities and work force at all levels.
d) SEGMENT WISE OR PRODUCT WISE PERFORMANCE The Company is a Single Business SegmentCompany.
e) INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has adequate internal control systems commensurate with the size scale andcomplexity of its operations which provide reasonable assurance with regard tosafeguarding the Company's assets promoting operational efficiency by cost controlpreventing revenue leakages and ensuring adequate financial and accounting controls andcompliance with various statutory provisions.
A qualified and independent Audit Committee of the Board of Directors actively reviewsthe adequacy and effectiveness of internal control systems and suggests improvements forstrengthening them.
f) FINANCIAL & OPERATIONAL PERFORMANCE
The details of Financial Performance and Operational Performance have been provided inthe Report of the Directors
g) HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS
The Company has built its workforce with a diverse background of individuals -essential for the kind of organization that it is The Company constantly endeavours toprovide a platform where people have opportunities to actualize their maximum potentialthrough work which helps to stretch their intellect. Continuous efforts are on for awork-culture which encourages innovation transparency in communication trust and amity.
h) CAUTIONARY STATEMENT
The statements made in the Management's Discussion and Analysis describing theCompany's objectives projections estimates and expectations may be Forward LookingStatements within the meaning of applicable Securities Laws & Regulations andare based on the currently held beliefs and assumptions of our management which areexpressed in good faith and in their opinion reasonable. Actual results could differ fromthose expressed and implied since the Company's operations are influenced by many externaland internal factors beyond the control of the Company. Several factors could make asignificant difference to the Company's operations which includes climatic conditionseconomic conditions affecting demand and supply government regulations and taxationnatural calamities raw material price changes domestic supply and prices conditionscompany's success in attracting and retaining Key Personnel integration andre-structuring activities general business and economic conditions over which the Companydoes not have any direct control.
29. 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.
30. 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.
31. 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.
32. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of the Section 134(3)(c) & 134(5) of theCompanies Act 2013 your Directors confirm that:
i. Applicable accounting standards have been followed in the preparation of the AnnualAccounts for the year ended 31 March 2021 with proper explanation relating tomaterial departures if any.
ii. 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 2021 and of the profit of the Company for thatperiod.
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv. Annual Accounts for the year ended 31st March 202] have been preparedon the basis of going concern concept.
v. 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.
vi. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
33. 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 remuner ation ||Ratio of the remuneration of each director : median remuneration of the employees |
|1 ||Manoj Kumar Daga ||Managing Director ||NIL ||5.13:1 |
|2 ||Ranjan Kumar Jhalaria ||Director ||^ ||NIL |
|3 ||Swati Agarwal ||Director ||^ ||NIL |
|4 ||Balkrishan Agarwal ||Director ||^ ||NIL |
|5 ||Dipak Tiwari# ||Director ||^ ||NIL |
|6 ||Tanusree Chatterjee$ ||Director ||^ ||NIL |
|7 ||Dipa Chatterjee Sarkar @ ||CFO(Resigned on 13.02.2021) || || |
|8 ||Neha Gupta * ||CFO(Joined on 13.02.2021) || || |
|9 ||Mira Haider ||Company Secretary ||20.83 ||- |
Director's sitting fees is not considered for the purpose of this calculation
# Mr. Dipak Tiwari was appointed on 24th August 2020 as Non-ExecutiveDirector Independent Category.
$ Ms. Tanusree Chatterjee was appointed on 24th August 2020 as Non-Executive DirectorIndependent Category
@ Mrs. Dipa Chatterjee Sarkar resigned on 13* February 2021.
* Ms. Neha Gupta was appointed as Chief Financial Officer (CFO) of the Company on 13thFebruary 2021. The Company has 91 employees as on 31st March 2021.
Percentage increase in the median remuneration of employees in the financial year:7.64:1.
Average percentile increase in the salaries of employees compared with percentileincrease in managerial remuneration is 0.51:1.
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.
34. PARTICULARS OF EMPLOYEES
As on March 31 2021 the Company did not have any employee in the category specified inRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
35. AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
Certificate regarding compliance of conditions of corporate governance is given asAnnexure E in the Annexure forming part of this report.
36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (1CSI).
37. STOCK EXCHANGE(S)
The application for revocation of suspension in trading of Equity Shares of the Companyat Bombay Stock Exchange is awaiting their approval. The Equity Shares of the Company aretraded at the National Stock Exchange of India Limited.
The Directors wish to place on record their appreciation for the support received fromthe Local Gram Panchayat Government Departments Banks Stakeholders and all others.Special thanks and appreciation are conveyed to State Bank of India our banker forproviding Covid line of credit to tide over difficult times.
|Regd. Office: ||By Order of the Board For NORBEN TEA & EXPORTS LTD. |
|15B Hemanta Basu Sarani 3rd Floor ||MANOJ KUMAR DAGA |
|Kolkata-700001. ||(Chairman & Mg. Director) |
|Date : 26dl June 2021. ||DIN:00123386 |