norris medicines Directors report

The Companys financial performance, for the year ended on 31^st March, 2023, is summarized below:

( in Lacs)

The income from operations for the FY 2022-2023, was Rs. 835.82 Lakhs as compared with Rs. 943.84 Lakhs during the previous year.

In view of the adverse financial position of the Company and the carried forward losses the Directors express their inability to declare any dividend for the year. Board of Directors sincerely hopes that members would appreciate and understand the situation for non-payment of Dividend.

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed totransfer any amount to general reserves account of the company during the year.

Neither the Company has any Subsidiary, Joint Venture nor Associate Company nor has any other Company become or ceased to be subsidiary, Joint Venture or Associate Company of the Company.

Your Company continues to operate in the single business segment as that of previous year and there is nochange in the nature of the business.

There have been no instances of fraud reported by the statutory auditors under section 143(12) of the Act andrules framed thereunder either to the Company or to the central government.

As per the provision of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been included and is enclosed as (Annexure B) to this Report.

The turnover including other income of the Company for the Financial Year 2022-23 amounted to Rs.837.26.Lakhs as against last years Rs. 946.42Lakhs. The Net Loss is Rs.174.95 Lakhs as against Rs. 326.35 Lakhs of last year.

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

10. DIRECTORS

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation 34(3) and Schedule V 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 CS Ms. Prena Karwa, Company Secretary are Key Managerial Personnel of the Company.

12. INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Regulation 16(1)(b) of SEBI (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 annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its requisite Committees. The evaluation has been carried out with a well-structured questionnaire taking into consideration 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

Six (6) Board Meetings were held during the financial year ended 31^st March, 2023. The Board meetings were held on 25^th May, 2022, 31^st August, 2022, 1^st October, 2022, 7^th November, 2023 and 13^{th February}, 2023. The gap between two Board Meeting did not exceeded 120 days. The attendance record of the Directors at the Board Meetings is as under:-

15. AUDIT COMMITTEE:

Four (4) Audit Committee Meetings were held during the financial year ended 31^st March, 2023. The Audit Committee meetings were held on 25^th May, 2022, 31^st August, 2022, 7^th November, 2022 and 13^th February, 2023. Scope of the committee includes matters referred in section 177 of the Act and regulation 18 read with part C of Schedule II. The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors and Compliance of various regulations. The Committee reviews the financial statements and approves the same before they are placed before the Board.

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

16. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee met once during the year under review on 7^{th November, 2022}. Below given table provides the attendance of the Nomination and Remuneration Committee members:

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee met twice during the year under review on 7^th November, 2022 and 13^th February 2023.

Below given table provides the attendance of the Stakeholders Relationship Committee members:

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy pursuant to Section 177 of the Companies Act, 2013 and the rules made thereunder and applicable provisions of the listing agreement and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, to report genuine concerns of Directors and Employees. The Policy has been posted on website of the Company, www.norrispharma.com

19. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and manpower for the purposes of Risk Management. The Company has a system based approach to business risk management backed by strong internal control systems. In the opinion of the Board, there are no risks which would threaten the existence of the Company The Companys internal control procedures ensure compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations. The Companys internal auditor team carries out extensive audits throughout the year across all functional areas, and submits its reportsto the Audit Committee of the Board of Directors.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

21. RELATED PARTY TRANSACTION:

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under 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 uploaded on the Companys 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 safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned compliances environmental requirement regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

The summary of sexual harassment complaints received and disposed off during the financial year 2022 23 is as under:

23. DEPOSITS

During the year under the review, the Company has not invited/accepted any deposits from public.

24. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees or investments under section 186 to any person 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 number 524414. The Annual Listing Fees for the financial year 2022-23 has been paid to the Stock Exchange. During the year under review, there was no change in share capital.

26. AUDITORS

(a) STATUTORY AUDITORS:

M/s. BAHEDIA & ASSOCIATES, Chartered Accountants (Firm Registration no. 114421W) were appointed as the Statutory Auditors of the Company to hold office for five consecutive years starting from the conclusion of the 32nd Annual General Meeting (AGM) held on 23^rd September, 2023 until the conclusion of the 37^th AGM of the Company to be held in the year 2028. The term of office of M/s BAHEDIA & ASSOCIATES, as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark ordisclaimer.

(b)SECRETARIAL AUDITORS:

The Board of Directors of the Company appointed Payal Tachak and Associates, Practicing Company Secretary, Mumbai as Secretarial Auditors for undertaking Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report of Payal Tachak and Associates, Practicing Company Secretary for the financial year ended 31^st March, is annexed as (Annexure E) The Secretarial Audit Report does contain qualification, reservation or adverse remark regarding Non-compliances related to FY 2022-2023. Board would like to bring to members attention that due to resignation of Company Secretary and change in internal as well as external Compliance team members there was gap in meeting the Compliance requirements for FY 2022-2023. However, the same will be rectified and corrected now onwards.

(c) INTERNAL AUDITORS:

The Board of Directors has appointed M/s. Dhiren Y Parikh & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2022-23.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith. (Annexure C)

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND

OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and 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 provisions applicable if any of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on web link http://norrispharma.com/notice/announcements/.

30. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2023. Further, it is hereby 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) of Section 134 of the Companies Act, 2013, shall state that

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. INSURANCE:

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

33. FRAUD REPORTING:

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to theBoard of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-2023, there was no application made and proceeding initiated / pending under theInsolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this Report, there is no application or proceeding pending against your Company under theInsolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-2023, the Company has not made any settlement with its bankers from which ithas accepted any term loan.

36. ACKNOWLEDGEMENTS

The Board of Directors gratefully acknowledges the assistance and co-operation received from the Bankers allother statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trustand confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication andloyalty.