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Norris Medicines Ltd.

BSE: 524414 Sector: Others
NSE: N.A. ISIN Code: INE744C01029
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Norris Medicines Ltd. (NORRISMEDICINES) - Director Report

Company director report

ANNUAL REPORT 1999-2000 NORRIS MEDICINES LIMITED The Members Norris Medicines Limited Mumbai . DIRECTORS' REPORT Your Directors have pleasure in presenting their 9th Annual Report together with the Audited Statement of Accounts for the period ended on March 31, 2000. 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. DIVIDEND: 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. DIRECTORS: 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 reappointment. 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 annexed. CORPORATE GOVERNANCE: 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 October, 2000. Y2K COMPLIANCE: The effective measures taken by the Company helped it achieve smooth transition into new century and there was no disruption on this account. FIXED DEPOSITS: The Company has not accepted any fixed deposits during the Period. AUDITORS: 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. APPRECIATION: 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 energy (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. (b) Benefits: 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