Gujarat Themis Biosyn Limited
Your Directors have pleasure in presenting herewith the 35th Annual Reporttogether with the Audited Accounts of the Company for the Financial Year ended 31stMarch 2016.
1. FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL RESULTS:
The Companys performance during the year ended 31st March 2016 ascompared to the previous financial year is summarized below:
(Rs. in Lakhs)
|PARTICULARS ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Revenue from Operation ||3262.47 ||3144.02 |
|Operating Profit / (Loss) ||605.45 ||629.14 |
|Other Income ||17.00 ||8.88 |
|Finance Cost ||(37.75) ||(38.72) |
|Profit / (Loss) before depreciation prior period adjustments &tax ||584.70 ||599.29 |
|Depreciation and amortization expenses ||(119.87) ||(137.54) |
|Prior period adjustment ||(1.90) ||(2.35) |
|Profit after depreciation exceptional item and prior period adjustments ||462.93 ||459.41 |
|Net Profit after tax ||462.93 ||459.41 |
|Impact on depreciation pursuant to transitional provision in Schedule II ||- ||(3.95) |
|Surplus/(Deficit) brought forward ||(1037.05) ||(1492.51) |
|Sheet Surplus/(Deficit) carriedforwardto Balance ||(574.12) ||(1037.05) |
Your Companys performance during the year was marginally better than the previousyear as the Company is doing
Job Work for other Pharma Company with fixed contracted price. The production capacitywas utilized to the maximum level during both the years. Your Company has generated profitduring the year under review as well as in the previous year.
Your Companys major operations were from Job Work. During the period conversioncharges recorded at Rs. 3262.47 Lacs (previous year Rs. 3144.02 Lacs). The operatingProfit for the year isRs. 605.45 Lacs as compared to operating Profit of Rs. 629.14 Lacsfor the previous year. The Net Profit recorded by the Company for the year is Rs. 462.93Lacs as compared to net profit ofRs. 459.41 Lacs in the previous year.
The Company proposes to carry the profit after tax ofRs. 462.93 Lacs for adjustmentagainst brought forward loses.
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and as on the date of the report whichaffect the Balance Sheet.
During the year Companys net worth turned positive and the Company has filed apetition to the Honble BIFR for de-registration of the Company under Sick IndustrialCompanies (Special Provisions) Act 1985.
Your Company performance for the year was far exceeding the Scheme approved by the BIFRorder dated 12th January 2012.
The Company does not have any subsidiary.
The Company has no associate Company.
In view of carried forward losses your Directors do not recommend any dividend for theyear under consideration.
g. TRANSFER TO RESERVES:
Due to Carry forward losses your Board has not recommended transfer of any amount ofprofit to reserves during the year under review.
h. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
i. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 (the Act) and the Companies (Acceptance of Deposits) Rules 2014.
2. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Companys financial position have occurred between the end of thefinancial year of the Company and date of this report.
3. STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT 2013:
The Board has received declaration from the Independent Directors under section 149(6)of the Companies Act 2013 that they are not otherwise disqualified to be IndependentDirectors. The Board further States that all the Independent Directors are persons ofintegrity and possesses relevant expertise and experience to discharge their duties androles as Independent Directors of the Company.
4. STATEMENT UNDER SECTION 178
Your Company had Constituted Nomination and Remuneration Committee as well asStakeholder Relation Committee as contemplated under section 178(1) of the Companies Act2013. The Nomination and Remuneration Committee consider that the QualificationsExperience and positive attributes of the Directors on the Board of the Company aresufficient enough to discharge their duties as such.
During the financial year 2015-16 the Company has paid sitting fees to the IndependentDirectors only for attending Board and Audit Committee meetings.
5. BOARDS EXPLANATION ON AUDITORS REPORTS:
I. Explanation on Statutory Auditors Report
Observations of Statutory Auditors on Accounts for the year ended 31stMarch 2016: There are following qualifications made by the Statutory Auditors in respectof financial statement as on and for the year ended 31st March 2016.
Point No. 1: Determination and identification of significant components of fixed assets
The Company is in the processofdeterminingandidentifyingsignificantcomponents of fixedassets as prescribed under the provisions of para 4(a) under the heading Notes after PartC in Schedule II of the Companies Act 2013. The management expects that this would nothave a material impact on depreciation for the quarter and year ended March 31 2016.
Point No. 2: Regarding confirmation of balances
The Company does not foresee any major impact on the accounts of the Company due to nonreceipt of balance confirmation from the parties as stated in the auditors report
II. Explanation on Secretarial Auditors Report
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. H. V. Gor &Co Company Secretaries had been appointed to conduct Secretarial Audit and issue Reportfor the financial year 2015-16.
Secretarial Audit Report issued by M/s. H. V. Gor & Co Company Secretaries in FormMR-3 for the financial 2015-16 forms part to this report.
In respect of the observations made by in the Secretarial Audit report. Following arethe explanations and comments offered by the Board.
1. As per the Factories Act 1948 and the Rules made there under though Safety Auditwas carried out at the Companys Vapi Plant necessary corrective measures were nottaken up.
The concerns about sufficient safety measure as per the report are underimplementation in respect of Vapi factory.
2. The Companys Vapi Unit engages Contract Labour however as informed to me thenecessary annual compliances will be done during the current year.
The above observation is self explanatory.
3. Redressal Mechanism under The Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013 is not set up at the Companys Vapi Unit.
The Company is taking corrective action in respect of implementation of theredressal mechanism.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not granted any loans or given guarantees covered under the provisionsof section 186 of the Companies Act 2013.
The details of the investments made by company are given in the notes to the financialstatements
7. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The details of transactions/contracts/arrangements entered by the Company with relatedparties as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review are furnished in annual report.
All Related Party Transactions that were entered into during the financial year were atarms length and were in the course of business. All Related Party Transactions wereplaced before the Audit Committee and the Board of Directors for their approval. The AuditCommittee has granted omnibus approval for Related Party Transactions as per theprovisions and restrictions contained in the Listing Agreement.
The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions.
The Company in the ordinary course of its business enters into transactions forpurchase and sale of goods materials & services other obligations from RelatedParties within the meaning of Section 2(76) of the Act and Regulation 23 of the SEBI(LODR) Regulations 2015.
Thus in terms of Regulation 23(4) of the SEBI (LODR) Regulations 2015 thesetransactions do not require approval of the members by way of an Ordinary Resolution. Thepolicy on materiality of related party transactions and dealing with related partytransactions as approved by the Board has been adopted by the Company and uploaded on theCompanys website at the link: http://www.gtbl.in/investors/policyon Related PartyTransactions . The details of the transactions with related parties are provided in theaccompanying financial statements.
The disclosure of particulars of contracts/arrangements entered into by the companywith related parties for the financial year 2015-16 is given as Annexure II in Form No.AOC-2.
8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
During the financial year 2015-16 no orders have been passed by any Regulator or Courtor Tribunal which can have impact on the going concern status and the Companysoperations in future.
10. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights and hence no informationis provided as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014.
11. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
12. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information is provided as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.
13. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
14. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Dr. Sachin D. Patel (DIN: 00033353) & Mr. J.H. Choi (DIN:01933775) Directors of the Company will retire by rotation at the forthcoming AnnualGeneral Meeting who being eligible offer themselves for re-appointment. The Boardrecommends to the members the re-appointment of Dr. Sachin D. Patel & Mr. J.H. Choi asDirector liable to retirement by rotation.
The Board of Directors met Six times during the financial year ended31 stMarch 2016 in accordance with the provisions of the Companies Act 2013 and rules madethere under.
The Meetings of the Board of Directors are held at regular intervals of not more than120 days in Mumbai or at other places in India as per the convenience of the Directors.These are generally scheduled well in advance. The Board meets at least once a Quarter toreview the Performance and Financial Results of the Company. All the major decisions aretaken at the Board meeting wherein directors are provided with all material information.The Senior Executives of the Company are invited to attend the Board meeting and provideclarifications as and when required.
Details of Directors seeking appointment / re-appointment in the 35th AnnualGeneral Meeting in pursuant to Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) 2015.
|Name of the Director ||Dr. Sachin D. Patel ||Mr. Jae Hyok Choi |
|Date of Birth ||18/01/1975 ||18/04/1958 |
|Date of appointment ||25/10/2008 ||10/06/2003 |
|Expertise in specific functional areas ||Business Development ||Planning & Co-ordination Overseas Business |
|Qualifications ||PH.D. CChem. University of Cambridge. (U.K.) ||M.B.A |
|Shareholding of non-executive directors ||7100 ||NA |
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2016 theBoard of Directors hereby confirms that:
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures according to the accounting standards;
ii) such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2016 and of the profit of the Company for that year;
iii) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
iv) the annual accounts of the Company have been prepared on a going concern basis;
v) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
vi) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors is constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.
The Nomination and Remuneration Committee consists of Mr. Vijay Agarwal Chairman Ms.Dharmishta N. Raval and Dr. Sachin D. Patel as the Members of the Committee.
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment and payment of remunerationto the Directors of the Company are of Minimum Qualification Positive AttributesIndependence& Experience.
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of four directorsand majority of the committee members are Independent directors.
|Mr. Vijay Agarwal ||- Chairman |
|Ms. Dharmishta N Raval ||- Member |
|Mr. Siddharth Y. Kusumgar ||- Member |
|Dr. Sachin D. Patel ||- Member |
The scope and terms of reference of the Audit Committee is in accordance with the Actand the Listing Agreement entered into with the Stock Exchange.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted Stakeholders Relationship Committee under the provisions ofSection 178 of the Companies Act 2013. The Stakeholders Relationship Committee comprisesof Dr. Sachin D. Patel Dr. Dinesh S. Patel and Mr. Vijay Agarwal.
Dr. Sachin D Patel is the Chairman of the Stakeholders Relationship Committee.The Company Secretary acts as the Secretary of the Stakeholders RelationshipCommittee.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The said Policy is available on the website of the Company at http://www.gtbl.in.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
RISK MANAGEMENT POLICY:
We have an integrated approach to managing risks inherent in various aspect of ourbusiness.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has not constituted theCorporate Social Responsibility (CSR) Committee as the Company is not crossing thresh holdlimit for CSR spending.
ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:
Provision of the Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates that the Board shall monitor and review theBoard evaluation framework. The Schedule IV of the Companies Act 2013 states that theperformance evaluation of the Independent Directors shall be done by the entire Board ofDirectors excluding the director being evaluated.
The Board at its meeting held on 10th February 2016 has carried out anannual evaluation of its own performance Committees and Individual Directors pursuant tothe provisions of the Act and the corporate governance requirements as prescribed underSEBI (LODR) Regulations 2015.
The performance of the Board and Committees was evaluated by the Board with the help ofinputs received from all the Directors and the Committee members on the basis of thecriteria such as the Board composition and structure effectiveness of Board processesinformation and functioning etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theindividual director to the Board and Committee meetings like ability to contribute andmonitor our corporate governance practices meaningful and constructive contribution inthe issues discussed in meetings etc. In addition the Chairman was also evaluated on thekey aspects of his role.
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views other non-executive directors. The same wasdiscussed in the Board meeting that followed the meeting of the Independent Directors atwhich the performance of the Board its committees and individual directors was alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
The Board was overall of the opinion that the Independent Directors have contributedthrough the process of Board and
Committee meeting of which they are members in effective manner as per as theirexpertise in their field and needs of the organization. The suggestions and contributionsof the independent directors in the working of the Board\Committee were satisfactory andthe value addition made by such independent directors individually and as a team iscommendable.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
The Company has not paid any remuneration to the Directors during the financial year2015-16 and hence disclosure under this section is not applicable.
However in respect of Key Managerial Personnel the disclosure is attached as AnnexureIII.
PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:
The Company does not have any holding / subsidiary company nor any remuneration /commission paid to the Directors.
15. APPOINTMENT OF AUDITORS: STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 Khandelwal Jain & Co. Chartered Accountants theStatutory Auditors of the Company hold office upto the conclusion of the ensuing AnnualGeneral Meeting.TheconsentoftheAuditorsalongwithcertificateunder Section 139 of the Acthas been obtained from the Auditors to the effect that their appointment if made shallbe in accordance with the prescribed conditions and that they are eligible to hold theoffice of Auditors of the Company. The Board recommends the appointment of Khandelwal Jain& Co. Chartered Accountants as the Statutory Auditors of the Company.
Necessary resolution for reappointment of the said Auditors is included in the Noticeof AGM for seeking approval of members.
As the Company is carrying on Job Work activity as per the opinion taken on theprovisions of Section 148 of the Companies Act 2013 Cost Audit does not apply to theCompany.
16. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2016 made under theprovisions of Section 92(3) of the Act is attached as Annexure IV which forms part of thisReport.
b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure V which forms part of this Report.
c. CORPORATE GOVERNANCE of Auditors of your Company regarding compliance of theConditions Report onCorporateGovernanceandCertificate of Corporate Governance asstipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 of SEBI (LODR) Regulations 2015 are enclosed as a separate section and apart of this report in Annexure VI.
d. PREVENTION OF SEXUAL HARASSMENT:
During the financial year ended 31st March 2016 your Company has notreceived any complaint related to sexual harassment.
17. MANAGEMENT DISCUSSION & ANALYSIS:
Your Company constantly reviews its product market portfolio with the view to sustainits growth. The Company has driven fiscal growth by focusing on the following areas.
(a) Industry structure and developments:
The pharmaceutical market in the year 2015 grew at 1.1 % and India accounts for about2.4% of the global pharmaceutical industry and is expected to expand at a rate of approx15 % by 2020. The growth is primarily driven by US China UK and India.
(b) Opportunities and Threats:
The pharma business related with basic human needs and introduction of innovative andcost effective medicines enjoys maximum opportunities in a densely populated country likeIndia.
Availability of sub-standards and substitute products in the market fierce competitionare major threats to the business stability for a small size Company like ours. Howeverthe management is taking all necessary steps and continuously adopting the strategy notonly to stand in the market but to perform impressively under the current scenario.
(c) Segmentwise or product-wise performance:
The Company operate in single segment i.e. pharmaceuticals. The results of the Companyunder review depict business growth during the period.
Your Company is fully aware of its capabilities and strengths and is going ahead withhand holding strategy with
Pharmaceutical majors. This strategy has paid well in the recent past. The Company isalso finding new avenues by expanding its existing production capacity.
(e) Risks and concerns:
Risks liabilities and losses are part and parcel of any industry and need to betackled through well forecasted strategies and actions.
(f) Internal control systems and their adequacy:
The Company ensures the orderly and efficientconduct of its business includingadherence to companys policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act2013. The statutory auditors while conducting the statutory audit review and evaluate theinternal controls and their observations are discussed with the Audit committee of theBoard. Other statutory requirements especially in respect of pharmaceutical business arealso vigorously followed in order to have better internal controls over the affairs of theCompany.
(g) Discussion on financial performance with respect to operationalperformance:
The operational performance during the year under review was one of the best in recentpast. The financial performance is getting improved due to better production output aswell as reduction of interest. However much needs to be done in this area as past lossesburden is still impacting the financial performance of the Company.
(h) Material developments in Human Resources / Industrial Relations front includingnumber of people employed:
The core of the Human Resource philosophy at Gujarat Themis is empowering humanresources towards achievement of company aspirations. Your Company has a diverse mix ofyouth and experience which nurtures the business. As on March 31 2016 the total employeestrength was 1126.
Your Directors have pleasure to place on record their sincere appreciation for thecontinued co-operation and support extended to the Company by Union Bank of India all theEmployees Yuhan Corporation Indian promoters Dept. of Chemical & Petrochemical andvarious other Government authorities.
| ||For and on behalf of the Board of Directors |
| ||SD/- |
| ||Dr. Dinesh S Patel |
|Place : Mumbai ||Chairman |
|Date : 11/05/2016 ||DIN: 00033273 |