Your Directors have pleasure in presenting their 28th Annual Report on the business andoperations of the Company together with Audited Statement of Accounts for the year ended31st March 2019.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended on 31st March 2019 issummarized below:
| || ||(Rs. in Lacs) |
|Particulars ||Year ended on 31st March 2019 ||Year ended on 31st March 2018 |
|Profit / loss for the year before Interest Depreciation and Tax ||(57.05) ||(178.03) |
|Deducting there from: || || |
|Interest ||72.70 ||69.50 |
|Depreciation ||71.30 ||70.81 |
|Profit/(Loss) for the year before Taxes ||(201.05) ||(318.34) |
|Less: Provision for Deferred Tax Liabilities/Asset ||33.40 ||67.11 |
|Less: Provision for Income Tax ||0.00 ||0.00 |
|Profit/(Loss) after Taxes ||(167.65) ||(251.22) |
|Add: Profit brought forward from last year ||(971.03) ||(719.81) |
|Balance available for appropriation ||(1138.68) ||(971.03) |
|Less: Appropriations || || |
|Dividend on Equity Shares ||0.00 ||0.00 |
|Dividend Distribution Tax on Equity Shares ||0.00 ||0.00 |
|Transfer to General Reserve ||0.00 ||0.00 |
|Surplus carried to Balance Sheet ||(1138.68) ||(971.03) |
In view of the financial position of the Company and the carried forward losses theDirectors express their inability to declare any dividend for the year. Board of Directorssincerely hopes that members would appreciate and understand the situation for non-paymentof Dividend.
3. TRANSFER TO RESERVES:
Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013 the company hasnot proposed to transfer any amount to general reserves account of the company during theyear.
4. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:
Neither the Company has any Subsidiary Joint Venture nor Associate Company nor has anyother Company become or ceased to be subsidiary Joint Venture or Associate Company of theCompany.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the provision of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report has beenincluded and is enclosed as (Annexure A) to this Report.
6. OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
Your Company recorded total sales and other income for approx Rs. 1630/- Lacs. Duringthe year under the review Company has registered increase of approx. Rs. 259/- Lacs. TheCompany has made loss of Rs. 129.75/- Lacs before depreciation as against a loss of Rs.247.53/- Lacs in the previous year.
7. CORPORATE GOVERNANCE
A Report on Corporate Governance is annexed and forms an integral part of this AnnualReport. Certificate from the Auditors regarding compliance of conditions of CorporateGovernance as stipulated in the Listing Regulations is also appended to the report onCorporate Governance. (Annexure F)
In accordance with the applicable provisions of the Act and rules made there under andthe Articles of Association of the Company Mr. Vimal D Shah Managing Director of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment
9. KEY MANAGERIAL PERSONNEL
Mr. Vimal D Shah Managing Director Mr. Iqubal Patel Chief Financial Officer and Mr.Vinay Rana Company Secretary are Key Managerial Personnel of the Company.
10. MEETINGS OF THE BOARD
Seven (7) Board Meetings were held during the financial year ended 31st March 2019.The details of the Board Meetings with regard to their dates and attendance of each of theDirectors thereat have been provided in the Corporate Governance Report.
11. INDEPENDENT DIRECTORS
The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Companies Act 2013. None of them are disqualified from being appointed as Directorsunder Section 164 of the Companies Act 2013.
12. PERFORMANCE EVALUATION
Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation on working ofBoard and of the Committees of the Board by way of individual and collective feedbackfrom Directors.
The following were the Evaluation Criteria: (a) For Non-Executive & IndependentDirectors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions (b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals/KRA and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
13. AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Sanjiv Kumar Shah Mrs. Jayanti Chandrasekar andMr. Vimal Shah. Mr. Sanjiv Kumar Shah is the Chairman of the Audit Committee. Remainingtwo are the members of the Audit Committee. The Committee reviewed the Internal ControlSystem Scope of Internal Audit and compliance of various regulations. The Committee alsoreviewed at length the Annual Financial Statements and approved the same before they wereplaced before the Board of Directors.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy pursuant to Section 177 of the Companies Act2013 and the rules made thereunder and applicable provisions of the listing agreement andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 to reportgenuine concerns of Directors and Employees. The Policy has been posted on website of theCompany www.norrispharma.com
15. INTERNAL CONTROL SYSTEM:
The Company's internal control procedures ensure compliance with various policiespractices and statutes in keeping with the organization's pace of growth and increasingcomplexity of operations. The Company's internal auditor team carries out extensive auditsthroughout the year across all functional areas and submits its reports to the AuditCommittee of the Board of Directors.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Considering the provisions of the section 135 of the Companies Act 2013 CSRrequirements are not applicable to your Company.
Your company has laid down a CSR Policy voluntarily the contents of the CSR Policy andComposition of CSR Committee are provided in Corporate Governance Report.
17. POLICY ON NOMINATION AND REMUNERATION:
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director andremuneration of Key Managerial Personnel and other employees of the Company pursuant tosub-section (3) of section 178 and Regulation 19 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. The details of this policy have beenelaborated in the Corporate Governance Report. The Policy has been posted on website ofthe Company. The web link of the same is http://norrispharma.com/wp-content/uploads/2019/07/NOMINATION-REMUNERATION-POLICY_NML-converted.pdf
18. RELATED PARTY TRANSACTION:
There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014.
The Board has approved a policy for related party transactions which has been uploadedon the Company's website. The web-link as required under Listing Agreement is as under:http://norrispharma.com/policies/
19. ENVIRONMENT & SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental requirement regulations andpreservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented a policy on prevention ofsexual harassment at workplace with a mechanism of lodging complaints. All employees(permanent contractual temporary trainees) are covered under this policy. During theyear under review no complaints were reported to the Board.
During the year under the review the Company has not invited/accepted any depositsfrom public.
21. LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan guarantees or investments under section 186 to anyperson or body corporate.
22. LISTING OF SHARES
The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number524414. The Annual Listing Fees for the financial year 2018-19 has been paid to the StockExchange.
(a) STATUTORY AUDITORS:
M/s. H. N. Jadav & Co. Chartered Accountants (ICAI Firm Registration Number-103801W) were appointed as the Statutory Auditors of the Company to hold office for a termof 5 years from the conclusion of the 26th Annual General Meeting (AGM) held on 23rdSeptember 2017 until the conclusion of the 31st AGM of the Company to be held in the year2022.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s. H. N. Jadav &Co. Chartered Accountants at the forthcoming AGM.
The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.
(b) SECRETARIAL AUDITORS:
The Board of Directors of the Company appointed M/s. D. R. Desai Practicing CompanySecretaries Vadodara as Secretarial Auditors for undertaking Secretarial Audit of theCompany for the financial year 2019-20. The Secretarial Audit Report of M/s. D. R. DesaiPracticing Company Secretaries for the financial year ended 31st March 2019 is annexed as(Annexure E)
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
(c) INTERNAL AUDITORS:
The Board of Directors has appointed M/s. Dhiren Y Parikh & Co. CharteredAccountants as Internal Auditors of the Company for the financial year 2019-20.
24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed herewith. (Annexure B)
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith. (Annexure - C)
26. EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return pursuant to Section 92(3) 134 and any other provisionsapplicable if any of the Act read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is available on web link http://norrispharma.com/notice/announcements/.
27. MATERIAL CHANGES:
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2019. Further it ishereby confirmed that there has been no change in the nature of business of the Company.
28. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board of Directors gratefully acknowledges the assistance and co-operation receivedfrom the Bankers all other statutory and non-statutory agencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.
The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.
|Date: 05th August 2019 ||By Order of the Board |
|Registered Office: ||For Norris Medicines Limited |
|Plot No. 801/P GIDC Industrial Estate || |
|Ankleshwar-393 002 (Gujarat). ||Sd/- |
|CIN : L24230GJ1990PLC086581 ||Vimal D. Shah |
|Email: email@example.com ||Managing Director |