The Directors present the Twenty Second Annual Report together with
 the Audited Accounts for the Financial Year ended 31st March, 2012.
 
                                               (Rupees In ''000)
 
 FINANCIAL RESULTS                           Current      Previous
                                             Year         Year
                                             Rupees       Rupees
 
 Profit(Loss) before Depreciation, 
 Amortisation and Tax                        10,803       10,044
 
 Less: Depreciation                           3,164        2,970
 
 Profit(Loss) before tax                      7,639        7,074
 
 Add: Provision of Deferred Tax Charge/
 (Credit)                                     1,388        1.857
 
 Profit(Loss) after tax                       6,251        5,217
 
 Add: Balance brought forward from previous
 year                                        11,400       13,183
 
 Surplus available for Appropriation         17,651       18,400
 
 Less : Deffered Tax Charge for the earlier
 years                                        6,514            -
 
                                             11,137       18,400
 
 APPROPRIATIONS
 
 Transferred to General Reserve                   -        7,000
 
 Balance carried to balance sheet            11,137       11,400
 
 DIVIDEND
 
 Your Directors do not recommend any dividend for the year, with a view
 to conserve resources.
 
 OPERATIONS & PROSPECTS
 
 Tea production of Norben and tea prices both have remained stable in
 2011 -12. In the current season tea prices have opened high but crop is
 lower than last year.
 
 New tea areas have started to come into production at Norben.
 
 Biotechnological Studies in tea for Demonstration of New Tea Plant
 Genotypes in our site at Jalpaiguri is continuing and progressing well.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company Mr.D. N. Thakur, retires by
 rotation at the ensuing Annual General Meeting and being eligible offer
 himself for re-appointment.
 
 Mr. Somnath Sen, Director of the Company has died on 12th May, 2012.
 The Directors wish to place on record their appreciation for the
 guidance and services rendered by Late Somnath Sen. The Company stands
 by his family and extends condolences to them in their grief.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of the Section 217(2AA) of the
 Companies Act, 1956, your Directors have to state and confirm that:
 
 1.  Applicable accounting standards have been followed in the
 preparation of the Annual Accounts for the year ended 31st March, 2012
 with proper explanation relating to material departures.
 
 2.  Accounting policies have been selected and applied consistently and
 judgements and estimates which are reasonable and prudent have been
 applied so as to give a true and fair view of the state of affairs of
 the Company in respect of the year ended 31st March, 2012 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, 1956 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, 2012 have been
 prepared on the basis of going concern concept.
 
 CORPORATE GOVERNANCE
 
 Report on Corporate Governance forms part of this report and as marked
 as Annexure ''A''.
 
 MANAGEMENT DISCUSSION AND ANALYSIS a) Industry Structure & Developments
 
 India, world''s largest black tea producer, produced approximately 988
 million kgs. during calendar year 2011. Black tea production by other
 main tea producers during 2011 was Kenya (378 million kgs.), Sri Lanka
 (328 million kgs.), other African countries ( 191 million kgs), Vietnam
 (178 million kgs.), Indonesia (68 million kgs.) and Bangladesh (59
 million kgs.).
 
 b) Opportunities, Threats, Risks & Concerns
 
 Because of the very small size of production the Company''s 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 and an extensive programme of review carried
 out by the Company''s Management cum Internal Audit function 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. Comperatively high labour costs, high social cost over most other
 tea producing countries, high infrastructure costs and the increasing
 energy and other input 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 and energy
 conservation. 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 Industry''s
 competitiveness in the global market.
 
 The Special Purpose Tea Fund (SPTF) has been set up by Commerce
 Ministry to implement uprooting and replanting programme which would
 help improvement in the productivity and yield thereby reduce cost in
 the coming years.
 
 The small tea growers and bought leaf factories form a considerable
 part of the Industry. A recent compilation of figures shows a total
 production of around 100 million kgs through these bought leaf
 factories in North India. There is a need to regulate these factories
 to maintain the quality. The Industry is also subject to taxation from
 the state Government as well as Central Government and while the level
 of direct taxes have come down over a period, some of the State levies
 like cess on green leaf and substantial increase in Land Revenue
 Charges put the industry at a very disadvantageous position.
 
 c) 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 (actors 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.
 
 AUDITORS
 
 Messers Goenka Shaw & Co., Chartered Accountants, the Statutory
 Auditors of the Company retire at the forthcoming Annual General
 Meeting and are eligible for re-appointment.
 
 AUDITORS''REPORT
 
 The report of the Auditors in respect of the accounts for the year
 ended 31st March, 2012 is self explanatory and has been also explained
 in the Notes on Financial Statements.
 
 PARTICULARS OF EMPLOYEES
 
 As on March 31, 2012 the Company did not have any employee in the
 category specified in Section 217(2A) of the Companies Act, 1956, read
 with the Companies (Particulars of Employees) Rules, 1975.
 
 CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956
 read with companies (Disclosure of Particulars in the Report of Board
 of Directors) Rules, 1988, is given in the annexure forming part of
 this report.
 
 APPRECIATION
 
 The Directors wish to place on record their appreciation for the
 support received from the Local Gram Panchayat, Government Departments
 and other Agencies & Banks.
 
 Regd.Office :                                   By Order of the Board
 
 OCTAVIUS CENTRE                          For NORBEN TEA & EXPORTS LTD.
 
 15B,Hemanta Basu Sarani,
 
 Kolkata-700001.                                              M.K.DAGA
 
 Date : 30th May, 2012                         (Chairman & Mg.Director)