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Norris Medicines Ltd.

BSE: 524414 Sector: Others
NSE: N.A. ISIN Code: INE744C01029
BSE 12:04 | 24 May 20.05 -1.05
(-4.98%)
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NSE 05:30 | 01 Jan Norris Medicines Ltd
OPEN 20.05
PREVIOUS CLOSE 21.10
VOLUME 46
52-Week high 36.75
52-Week low 5.75
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.05
Sell Qty 9854.00
OPEN 20.05
CLOSE 21.10
VOLUME 46
52-Week high 36.75
52-Week low 5.75
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.05
Sell Qty 9854.00

Norris Medicines Ltd. (NORRISMEDICINES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company together with Audited Statement of Accounts for theyear ended 31st March 2021.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended on 31st March 2021is summarized below:

(Rs in Lacs)

Particulars Year ended on 31st March 2021 Year ended on 31st March 2020
Profit / loss for the year before Interest Depreciation and Tax (169.19) (207)
Deducting there from:
Interest 163.44 88.22
Depreciation 66.70 72.88
Profit/(Loss) for the year before Taxes (399.33) (368.10)
Less: Provision for Deferred Tax Liabilities/Asset 96.86 (83.99)
Less: Provision for Income Tax 0.00 0.00
Profit/(Loss) after Taxes (496.19) (284.11)
Add: Profit brought forward from last year (1422.79) (1138.68)
Balance available for appropriation (1918.99) (1422.79)
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 (1918.99) (1422.79)

In the last month of FY 20-21 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers.

The Company is in the business of Pharmaceutical manufacturing which is notified asessential service by the Ministry of Home Affairs Government of India. The operations ofthe company were mildly impacted due to the mobility of labour and also the constraints oflogistics during the initial phase of the lock down. The Management has at the time ofapproving the financial statements assessed the potential impact of Covid 19 on theCompany.

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 companyhas not proposed to transfer any amount to general reserves account of the company duringthe year.

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. CHANGE IN NATURE OF BUSINESS IF ANY

Your Company continues to operate in the single business segment as that of previousyear and there is no change in the nature of the business.

6. REPORTING OF FRAUDS

There have been no instances of fraud reported by the statutory auditors under section143(12) of the Act and rules framed thereunder either to the Company or to the centralgovernment.

7. 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 - B) to this Report.

8. OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

Your Company recorded total sales and other income for approx Rs 1230- Lacs. During theyear under the review Company has registered increase of approx. Rs 437/- Lacs. TheCompany has made loss of Rs 332.63/-Lacs before depreciation as against a loss of Rs295.22/- Lacs in the previous year.

9. CORPORATE GOVERNANCE

In view of Paid up Capital and Net worth of the Company being lesser then Rs. 10crores and Rs. 25 crores respectively Corporate Governance Report as prescribed in clauseC of Schedule V to LODR is not included in terms of Regulation 15(2) of LODR.

10. DIRECTORS

There is change in Director Constitution during the financial year 2020-21. Mrs.Jayanti Chandrsekar a women director of the company had resigned from her post due topersonal reasons on 17th April 2020. In place of to fill the vacancy TheCompany had appointed Mrs. Susmita Mahaptra as women director on the board on 16thJuly 2020.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013 and notdebarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutoryauthority from being appointed or continuing as Director of the Company or any otherCompany where such Director holds such position in terms of Regulation 34(3) and ScheduleV Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015) (10)(i) of Part C of Schedule V of Listing Regulations

11. 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.

12. INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act read with Regulation 16(1)(b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘LODR')

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and LODR the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its requisite Committees.

The evaluation has been carried out with a well-structured questionnaires taking intoconsideration various aspects and roles of the Board and its Committees.

The Board of Directors expressed its satisfaction with the evaluation process.

14. MEETINGS OF THE BOARD

Four (8) Board Meetings were held during the financial year ended 31stMarch 2021. The Board meetings were held on 17th April 2020 4thJune 2020 29th June 2020 16th July 2020 24thAugust 2020 11th November 2020 13th February 2021 and 06thMarch 2021. The gap between any two Board Meetings did not exceed 120 days. Theattendance record of the Directors at the Board Meetings is as under:-

Sr. No. Name of the Director Designation No. of Meetings attended/held during tenure
1 Mr. Vimal D. Shah Executive Director 8/8
2. Mr. Sanjiv Kumar Shah Non Executive Independent Director 7/8
3 Mrs. Jayanti Chandrasekar Non Executive Independent Director 4/8
4 Dr. Hiten Parikh Non Executive Independent Director 3/8
5 Mr. Azmathullah Non Executive Independent Director 5/8
6. Mrs. Susmita Mahapatra Non Executive Independent Director 4/8

15. AUDIT COMMITTEE:

Four (4) Audit Committee Meetings were held during the financial year ended 31stMarch 2021. The Audit Committee meetings were held on 29th June 2020 24thAugust 2020 11th November 2020 and 13th February 2021. Scope ofthe committee includes matters referred in section 177 of the Act and regulation 18 readwith part C of Schedule II. The Committee inter alia reviews the Internal Control SystemScope of Internal Audit Reports of Internal Auditors and Compliance of variousregulations. The Committee reviews the financial statements and approves the same beforethey are placed before the Board.

Below given table provides the attendance of the Audit Committee members:

Sr. No. Name of the Member Position No. of Meetings attended/held during tenure
1 Mr. Sanjiv Kumar Shah Chairman 4/4
2 Mrs. Jayanti Chandrasekar** Member 0/4
3 Mr. Vimal D. Shah Member 4/4
4 Mr. Shaikh Azmathullah** Member 4/4
5. Dr. Hiten Parikh** Member 1/4

**The Audit Committee was re-constituted two times during the year. Due to resignationof Mrs. Jayanti Chandrasekar on 17th April 2020 the committee reconstitutedon 29.06.2020 and add the Mr. Shaikh Azmathullah as member. Again the committeere-constituted on 11th November 2020 and add the Dr. Hiten Parikh as a member.

16. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee met once during the year under review on 24thAugust 2020. Below given table provides the attendance of the Nomination and RemunerationCommittee members:

Sr. No. Name of the Member Position No. of Meetings attended/held during tenure
1 Mr. Sanjiv Kumar Shah Chairman 1/1
2 Dr. Hiten Parikh Member 1/1
3 Mr. Shaikh Azmathullah Member 1/1

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee met once during the year under review on 29thJune 2020 Below given table provides the attendance of the Stakeholders RelationshipCommittee members:

Sr. No. Name of the Member Position No. of Meetings attended/held during tenure
1 Dr. Hiten Parikh Chairman 1/1
2 Mrs. Jayanti Chandrasekar** Member 0/1
3 Mr. Vimal D. Shah Member 1/1
4. Mr. Shaikh Azmathullah** Member 1/1

Due to resignation of Mrs. Jayanti Chandrasekar on 17th April 2020 thecommittee reconstituted on 29.06.2020 and add the Mr. Shaikh Azmathullah as member.

18. 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

19. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and manpower for thepurposes of Risk Management. The Company has a system based approach to business riskmanagement backed by strong internal control systems. In the opinion of the Board thereare no risks which would threaten the existence of the Company

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.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Considering the provisions of the section 135 of the Companies Act 2013 CSRrequirements are not applicable to your Company.

21. 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:https://www.norrispharma.com/investor-relations.html

22. ENVIRONMENT & SAFETY OF WOMEN AT WORKPLACE:

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.

The summary of sexual harassment complaints received and disposed off during thefinancial year 2020 - 21 is as under:

- Number of Complaints Received : Nil
- Number of Complaints Disposed off : Nil

23. DEPOSITS

During the year under the review the Company has not invited/accepted any depositsfrom public.

24. LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan guarantees or investments under section 186 to anyperson or body corporate.

25. LISTING OF SHARES AND SHARE CAPITAL

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number524414. The Annual Listing Fees for the financial year 2020-21 has been paid to the StockExchange. During the year under review there was no change in share capital.

26. 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. Devesh R Desai Practicing CompanySecretary Vadodara as Secretarial Auditors for undertaking Secretarial Audit of theCompany for the financial year 2021-22. The Secretarial Audit Report of M/s. Devesh R.Desai Practicing Company Secretary for the financial year ended 31st March2021 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 2021-22.

27. 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 - C)

28. 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 - D)

29. 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 linkhttp://norrispharma.com/notice/announcements/.

30. 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 2021. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

31. 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.

32. INSURANCE:

All the properties and insurable interests of the Company including buildings plantand machineries and stocks have been adequately insured.

33. 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: 14th August 2021 By Order of the Board
For Norris Medicines Limited
Sd/-
Vimal D Shah
Managing Director

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