ANNUAL REPORT 1999-2000
NORRIS MEDICINES LIMITED
Norris Medicines Limited
Your Directors have pleasure in presenting their 9th Annual Report together
with the Audited Statement of Accounts for the period ended on March 31,
OPERATIONS: The Company continued its major activities of doing job work /
loan license work of reputed pharmaceutical majors during the period under
review. Besides this, the Company also marketed its products under its own
brand names. The Company expects to continue with the present arrangements
besides expecting big boost in exports in the coming years with the PHC
groups focus and marketing strengths worldwide.
In view of losses, your Directors do not recommend any dividend.
ISSUE OF SHARES ON PREFERENTIAL BASIS:
The Company at its EGM held on 22/6/2000, approved a preferential allotment
of 1,80,00,000 Equity shares of Rs. 10/- each at par to the PHC group,
Grand Cayman Islands against the average market price of Rs. 6.61 over the
last six months prior to the EGM.
CHANGE OF NAME:
The Company will be in due course known as Positive Biotech (Asia) Ltd. and
the approval for change of name has been approved by the Registrar of
Companies, Maharashtra. The new name will reflect the activities proposed
to be undertaken besides the present pharmaceutical production.
Pursuant to the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. S.G. Patel retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
Your Directors recommend his reappointment.
PARTICULARS OF EMPLOYEES:
During the financial period the Company had no employees on its rolls in
receipt of remuneration attracting the provisions of Section 217(2A) of the
Companies Act, 1956.
ANNUAL REPORT 1998-2000
CONSERVATION OF ENERGY AND FOREIGN EARNINGS & OUTGO:
As required under Section 217 (1)(e) of the Companies Act, 1956 read with
Rule 2 of the Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules,1988, the particulars relating to conservation of
energy, technology absorption and foreign exchange earnings and outgo are
As per the recent amendments to the listing agreement with Stock Exchanges,
your Company is required to implement Corporate Governance latest by March
31, 2002. However, your Company is taking necessary steps to implement the
Corporate Governance well before the prescribed time limit.
The shares of the Company are listed on Mumbai, Ahmedabad and Delhi Stock
Exchanges and the Company has paid their Annual Listing fees for the year
2000-01. The Company has taken effective steps to de-materilise its shares
and the same would be available for trading in de-mat form by the end of
The effective measures taken by the Company helped it achieve smooth
transition into new century and there was no disruption on this account.
The Company has not accepted any fixed deposits during the Period.
The present Statutory Auditors, M/.s J.P. Sharma & Co., Chartered
Accountants, retire at the ensuing Annual General Meeting. The Company has
received a notice of their unwillingness for re-appointment as Auditors of
the Company for the financial year 2000-01. The Company has received a
special notice u/s. 225(1) of the Companies Act, 1956 from a shareholder
proposing the appointment of M/s. Mittal & Mehrotra, Chartered Accountants,
as the Auditors of the Company in place of the retiring Auditors. The
Company has received the consent and eligibility certificate from the
proposed Auditors. While recommending their appointment, your Directors
take this opportunity to thank M/s. J.P. Sharma & Co. for the valuable
services rendered during their tenure as Statutory Auditors of the Company.
Your Directors wish to place on record their appreciation of the support
and co-operation received from the Financial Institutions, Banks and
Employees of the Company.
By order of the Board
Date: September 4, 2000 B.N.THAKORE
Place: Mumbai Chairman & Managing Director
ANNEXURE TO THE DIRECTORS' REPORT
Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forming part of Directors Report for the period
ended March 31, 2000.
(A) CONSERVATION OF ENERGY:
(a) Measures taken:
1. Improvement in production process.
2. Optimisation of batch quality
(b) Additional investment and proposals for reduction of consumption of
(c) Impact of (a) & (b): NIL
Reduction in power consumption and consequential savings in costs.
(B) TECHNOLOGY ABSORPTION
(a) Specific areas:
(b) Benefits derived: NIL
1. Improvement in productivity and quality
(c) Future plans of action:
Increased efforts to reduce cost of production.
(d) Expenditure on R & D:
The Company has not yet developed a system of separate maintenance of
account's for expenses under this head and the expenditure is merged with
various other heads of expenses.
Technology absorption, adaption and innovations:
(a) Efforts made:
1. Keeping abreast of latest developments in India and abroad.
1. Savings in cost and foreign exchange.
(c) In case of Imported Technology:
All the Company's plants and products are based on indigenous technology.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
(a) Outgo Rs. 33,50,944
(b) Earnings Rs. 1,38,82,658
For and on behalf of the Board
Date : September 4, 2000 B.N.THAKOR
Place: Mumbai Chairman & Managing Director