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Norris Medicines Ltd.

BSE: 524414 Sector: Others
NSE: N.A. ISIN Code: INE744C01029
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NSE 05:30 | 01 Jan Norris Medicines Ltd
OPEN 6.75
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VOLUME 90
52-Week high 10.61
52-Week low 3.38
P/E
Mkt Cap.(Rs cr) 7
Buy Price 7.10
Buy Qty 40.00
Sell Price 7.10
Sell Qty 20.00
OPEN 6.75
CLOSE 6.75
VOLUME 90
52-Week high 10.61
52-Week low 3.38
P/E
Mkt Cap.(Rs cr) 7
Buy Price 7.10
Buy Qty 40.00
Sell Price 7.10
Sell Qty 20.00

Norris Medicines Ltd. (NORRISMEDICINES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of the Company together with Audited Statement of Accounts for theyear ended 31st March 2018.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended on 31st March 2018is summarized below:

(Rs. in Lacs)
Particulars Year ended on 31st March 2018 Year ended on 31st March 2017
Profit / loss for the year before Interest Depreciation and Tax (178.03) 6.42
Deducting there from:
Interest 69.50 60.12
Depreciation 70.81 64.60
Profit/(Loss) for the year before Taxes (318.34) (118.30)
Less: Provision for Deferred Tax Liabilities/Asset 67.11 41.57
Less: Provision for Income Tax 0.00 0.00
Profit/(Loss) after Taxes (251.22) (76.73)
Add: Profit brought forward from last year (719.81) (643.08)
Balance available for appropriation (971.03) (719.81)
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 (971.03) (719.81)

2. DIVIDEND:

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 ` 1371/- Lacs. During theyear under the review Company registered decrease of approx. ` 688/- Lacs. The Companyhas made loss of ` 247.53 Lacs before depreciation as against a loss of ` 53.7 Lacs in theprevious 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)

8. DIRECTORS

In accordance with the applicable provisions of the Act and rules made there under andthe Articles of Association of the Company Mr. Navnit J Patel Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment

Mrs. Seema G Shukla has resigned from the post of Whole-time Director of the Companyw.e.f 05th April 2018 and Mrs. Jayanti Chandrasekar appointed as Director inplace of Mrs. Seema G Shukla w.e.f. 06th August 2018. Mr. Mammen Jacob hasresigned from the post of Director of the Company w.e.f. 06th August 2018 andMr. Shaikh Amanullah Mohamed Azmathullah appointed as Director in place of Mr. MammenJacob w.e.f. 06th August 2018.

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

Four (4) Board Meetings were held during the financial year ended 31stMarch 2018. The details of the Board Meetings with regard to their dates and attendanceof each of the Directors 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 & Independent Directors:

- 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 Mr. Mammen Jacob and Mr. VimalShah. Mr. Sanjiv Kumar Shah is the Chairman of the Audit Committee. Remaining two are themembers of the Audit Committee. The Committee reviewed the Internal Control System Scopeof Internal Audit and compliance of various regulations. The Committee also reviewed atlength the Annual Financial Statements and approved the same before they were placedbefore 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 www.norrispharma.com

18. RELATED PARTY TRANSACTION:

Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. (Annexure- D) There are nomaterial related party transactions which are not in ordinary course of business or whichare not on arm's length basis and hence there is no information to be provided as requiredunder Section 134(3)(h) of the Companies Act 2013 read with Rule 8(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.

20. DEPOSITS

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 2017-18 has been paid to the StockExchange. Process of revocation of suspension of trading has been over and trading hasstarted on BSE.

23. AUDITORS

(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 on23rd September 2017 until the conclusion of the 31st AGM of theCompany to be held in the year 2022.

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 2018-19. The Secretarial Audit Report of M/s. D. R. DesaiPracticing Company Secretaries for the financial year ended 31st March 2018 isannexed as (Annexure – E) The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

(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 2018-19.

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 2018. 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.

29. ACKNOWLEDGEMENTS

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: 06th August 2018 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 Vinay Rana
Email: secretarial@norrispharma.com Company Secretary

(ANNEXURE – B)

DETAILS AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

1. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2017-18:

Name of Director Ratio to Median Remuneration
Mr. Vimal Dhirendra Shah 1: 0.27
Mr. Navnit J Patel -
Mrs. Seema Girish Shukla 1: 0.51
Mr. Sanjiv Kumar Shah -
Mr. Mammen Jacob -
Mr. Hiten Parikh -

2. Percentage increase in remuneration of each director Chief Financial OfficerManaging Director Company Secretary or Manager if any in the financial year 2017-18:

Name Designation % Increase
Mr. Vimal Dhirendra Shah Managing Director No Change
Mr. Navnit J Patel Director Not Applicable
Mrs. Seema Girish Shukla Whole-time Director No change
Mr. Iqubal Patel Chief Financial Officer No Change
Mr. Vinay Rana Company Secretary 15.38%

3. The percentage decrease in the median remuneration of employees in the financialyear 2017-18 compared to 2016-17 are 27.02 %.

4. The number of Permanent Employees on Roll of the Company As on 31.03.2018 As on 31.03.2017
86 81

5. Explanation on the relationship between average increase in remuneration and Companyperformance:

The Company's overall turn-over decreased by 33.43% during the year while the decreasein median remuneration was 27.02%. This is because the Company manufactures Pharmaceuticalproducts and sales vary year to year depending on demand. Further the Company hasincreased number of employees during the last two years on expansion of capacity with theexpectation of more demand.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.There was increase in the remuneration of Key ManagerialPersonnel for the financial year 2017-18 as compared to 2016-17.

7. Variations in market capitalization of the Company Price Earnings Ratio as at theclosing date of current financial year and previous financial year.

Variations in the market capitalization Not Applicable
Price Earnings Ratio as at the closing date of current financial year Not Applicable
Price Earnings Ratio as at the closing date of previous financial year Not Applicable
Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of current financial year and previous financial year. (6.40)
8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Not Applicable

9. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company

Particulars Vimal Shah Seema Shukla Iqubal Patel Vinay Rana
Managing Director Whole-time Director Chief Financial Officer Company Secretary
Remuneration in F.Y. 2017-18 600000 106137 627000 324000
Revenue 137103217 137103217 137103217 137103217
Remuneration as % of revenue 0.43% 0.08% 0.45% 0.23%
Profit / (Loss) Before Tax (31834910) (31834910) (31834910) (31834910)
Remuneration (as % of Profit Before Tax) N.A. N.A. N.A. N.A.

 

10. Key parameters for any variable component of remuneration availed by the directors No such variable component of Remuneration availed by any Director of the Company.
11. Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year NA

The Board of Directors of the Company affirms that the remuneration is as per theremuneration policy of the Company.

(ANNEXURE – C)

Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 pertaining to Conservation of energyTechnology Absorption Foreign Exchange earnings and outgo:

A) Conservation of energy:

(i) Steps taken or impact on conservation of energy;

1. Saving of water and its reduction of treatment cost at ETP

2. Collection and re-use of steam-condensate at plants.

(ii) Steps taken by the company for utilizing alternate sources of energy;

1. Rectification of utility machines to improve efficiency and save power.

2. Replacement of conventional tube-light by LED at various locations.

(iii) Capital investment on energy conservation equipments;

The company has undertaken efforts to rectify the shortfalls in the existing facilitiesin order to reduce the energy consumption by setting up efficient facilities.

(B) Technology absorption:
(i) Efforts made towards technology absorption N.A.
(ii) Benefits derived like product Improvement cost reduction product Development or import substitution YES
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) N.A.
(a) the details of technology imported N.A.
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
(iv) the expenditure incurred on R&D : N.A.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

(Rs. in Lacs)
For the period ended on 31st March 2018 2017-18 2016-17
Income
Export (FOB basis) 12.07 26.42
Expenditure
Raw Materials (CIF basis) 0 0
Capital Goods (CIF basis) 0 0
Foreign Travelling Expenses 0 0
Subscription Publicity & Others 0 0

ANNEXURE – D Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/ arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's length basis– Not Applicable

2. Details of material contracts or arrangement or transactions at arm's length basisfor the year ended March 31 2018 are as follows:

NAVJEEVAN PRINTERS ENTERPRISE
Name(s) of the related party and nature of relationship Nature of transactions Duration of transactions Salient terms of transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
Navjeevan Printers – Enterprise over which Directors and their relatives have significant influence. Marketing Expenses Continuous Basis & at Prevalent Market Price Similar rate charged to other regular customer 29/05/2017 NIL
14/08/2017
16/11/2017
Total expenses value Rs. 63000/- 10/02/2018
Navjeevan Printers – Enterprise over which Directors and their relatives have significant influence. Purchase of RD (Packing Material) Continuous Basis & at Prevalent Market Price Similar rate charged to other regular customer 29/05/2017 NIL
14/08/2017
16/11/2017
Total expenses value Rs. 97771/- 10/02/2018
Navjeevan Printers – Enterprise over which Directors and their relatives have significant influence. Stationery & Printing Expenses Continuous Basis & at Prevalent Market Price Similar rate charged to other regular customer 29/05/2017 NIL
14/08/2017
16/11/2017
Total expenses value Rs. 30681/- 10/02/2018
NAVJEEVAN DRUGS CENTER
Name(s) of the related party and nature of relationship Nature of transactions Duration of transactions Salient terms of transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
Navjeevan Drugs Center over which Directors and their relatives have significant influence. Factory Expenses Continuous Basis & at Prevalent Market Price Similar rate charged to other regular customer 29/05/2017 NIL
14/08/2017
16/11/2017
Total expenses value Rs.2067 /- 10/02/2018