Your Directors have pleasure in presenting their 26th Annual Report on thebusiness and operations of the Company together with Audited Statement of Accounts for theyear ended 31st March 2017.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended on 31st March 2017is summarized below:
| || ||(` in Lacs) |
|Particulars ||Year ended on ||Year ended on |
| ||31st March 2017 ||31st March 2016 |
|Profit for the year before Interest Depreciation and Tax ||6.42 ||113.12 |
|Deducting there from: || || |
|Interest ||60.12 ||67.03 |
|Depreciation ||64.60 ||59.81 |
|Profit/(Loss) for the year before Taxes ||(118.30) ||(13.72) |
|Less: Provision for Deferred Tax Liabilities/Asset ||41.57 ||17.50 |
|Less: Provision for Income Tax ||0.00 ||0.00 |
|Profit/(Loss) after Taxes ||(76.73) ||3.78 |
|Add: Profit brought forward from last year ||(643.08) ||(646.86) |
|Balance available for appropriation ||(719.81) ||(643.08) |
|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 ||(719.81) ||(643.08) |
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. 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.
5. OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
Your Company recorded total sales and other income for approx ` 2059/- Lacs. Duringthe year under the review Company registered increase of ` 144/- Lacs. The Company hasmade loss of ` 53.7 Lacs before depreciation as against a profit of ` 46.09 Lacs in theprevious year.
6. 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 G)
In accordance with the provisions of the Companies Act 2013 Mr. Vimal D ShahManaging Director of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment. Board recommends hisreappointment for approval of the members.
Mr. Navnit Jethabhai Patel has been resigned from the post of Chairman of the Board ofDirectors of the Company w.e.f 1st April 2017 and re-designated asNon-Executive Director of the Company.
Appointmnet of Mr. Vimal D Shah as Chairman cum Managing Director of the Company
The post of Chairman of Board of Directors of Norris Medicines Limited felt vacantafter the resignation of Mr. N. J. Patel. Looking in to this matter Board of Directors intheir meeting held on 29.05.2017 have decided to appoint Mr. Vimal D Shah as Chairmancum-Managing Director of the Company.
With the decision of Board of Directors Mr. Vimal D Shah has been appointed asChairman cum Managing Director of the Company w.e.f. 1st April 2017.
8. KEY MANAGERIAL PERSONNEL
Mr. Vimal D Shah Managing Director Mrs. Seema G. Shukla Whole-time Director Mr.Iqubal Patel Chief Financial Officer and Mr. Vinay Rana Company Secretary (appointed w.e. f. 03.02.2017) are Key Managerial Personnel of the Company.
9. MEETINGS OF THE BOARD
Six (6) Board Meetings were held during the financial year ended 31st March2017. The details of the Board Meetings with regard to their dates and attendance of eachof the Directors thereat have been provided in the Corporate Governance Report.
10. 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.
11. 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.
12. 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.
13. 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
14. 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.
15. 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.
16. 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
17. 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 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/
18. 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.
20. LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan guarantees or investments under section 186 to anyperson or body corporate.
21. 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.
(a) STATUTORY AUDITORS:
M/s. Minu Modi & Co. Chartered Accountants Bharuch had been appointed asStatutory Auditors of the Company as per section 139 and other applicable provisions ifany of the Companies Act 2013 and Rules made theirunder for 5 consecutive years from ofthe conclusion of the 24th Annual General Meeting until the conclusion of 29thAnnual General Meeting Subject to ratification by members at the 25th 26th27th and 28th Annual General Meeting.
As per provisions of section 139 of the Companies Act 2013 and rule 6 (Manner ofrotation of auditors by the companies on expiry of their term) of the Companies (Audit andAuditors) Rules 2014 the term of the Statutory Auditors will be expire with theconclusion of this 26th Annual General Meeting of the Company. With thisprovisions and applicable rules M/s. Minu Modi & Co. will no longer eligible to givetheir services to the Company. In view of expiry of the term of Statutory Auditors TheCompany will be in requirement to appoint new one in place of for availing the servicesof Statutory Auditors.
M/s. H. N. Jadav & Co. Chartered Accountants have expressed their willingness tobe appointed as Statutory Auditors of the Company for the period from the conclusion ofthe ensuing 26th Annual General Meeting up to the conclusion of 31stAnnual General Meeting subject to ratification by members at the 27th 28th29th and 30th Annual General Meeting.
The Company has obtained a letter of consent and also a certificate under section 139and 141 of the Companies Act 2013 from the Auditors to the effect that theirappointment if made would be within the limits prescribed in the said section.
The Auditor's Report for financial year 2016-17 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this Annual Report.
(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 2017-18. The Secretarial Audit Report of M/s. D. R. DesaiPracticing Company Secretaries for the financial year ended 31st March 2017 isannexed 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 2017-18.
23. 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)
During the year under review there is a employee in respect of whom information as perSection 197 of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is required to begiven. [Annexure-B (1)]
24. 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)
25. EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return required under Section 134(3)(a) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 formspart of this report as Form MGT-9. (Annexure - F)
26. 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 2017. Further it ishereby confirmed that there has been no change in the nature of business of the Company.
27. 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: 29th May 2017 ||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 Shah |
|Email : email@example.com ||Managing Director |