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Gujarat Themis Biosyn Ltd.

BSE: 506879 Sector: Health care
NSE: GUJTHEMIS ISIN Code: INE942C01029
BSE 13:34 | 08 Dec 509.95 -1.90
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NSE 05:30 | 01 Jan Gujarat Themis Biosyn Ltd
OPEN 518.00
PREVIOUS CLOSE 511.85
VOLUME 3683
52-Week high 692.00
52-Week low 196.00
P/E 18.54
Mkt Cap.(Rs cr) 740
Buy Price 507.00
Buy Qty 132.00
Sell Price 509.95
Sell Qty 1.00
OPEN 518.00
CLOSE 511.85
VOLUME 3683
52-Week high 692.00
52-Week low 196.00
P/E 18.54
Mkt Cap.(Rs cr) 740
Buy Price 507.00
Buy Qty 132.00
Sell Price 509.95
Sell Qty 1.00

Gujarat Themis Biosyn Ltd. (GUJTHEMIS) - Director Report

Company director report

The Members

Gujarat Themis Biosyn Limited

Your Directors have pleasure in presenting herewith the 40th Annual Reporttogether with the Audited Accounts of the Company for the Financial Year ended 31stMarch2021.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance during the year ended 31stMarch 2021 as comparedto the previous financial year is summarized below:

(Rs. in Lakhs)
Particular For the financial year ended 31st March 2021 For the financial year ended 31st March 2020
Income 9382.93 8682.86
Less: Expenses 5294.74 5557.19
Profit/ (Loss) before tax 4088.19 3125.66
Current Tax 1035.00 763.55
Deferred tax 12.62 (5.35)
Adjustment of tax relating to earlier periods 22.61 NIL
Profit after Tax 3017.97 2367.46

b. OPERATIONS:

Your Company's performance during the year in terms of Turnover and Profit wassubstantially better than the previous year. For last many years the company was workingon job work basis for another Pharma company. During the end of 3rd quarter of previousyear (2020) the company change its business model from job work to "buy andsell".The change in business model has helped the Company to report a good financialperformance. The Net Profit after Tax increased by 27.48% to Rs 3 017.97 Lakhs ascompared to Rs. 2367.46 Lakhs in the previous year.

Your Company's major operations were Sale of finished products. During the period saleof finished products recorded at Rs. 9042.50 Lakhs (previous year Rs. 6769.19 Lakhs)registering increase in sale. The Company also earned Rs. Nil Lakhs (Previous year Rs.1782.50 Lakhs) from conversion charges during the year ended 31st March 2021.The Net Profit after tax recorded by the Company for the year under review is Rs. 3014.89Lakhs as compared to net profit of Rs. 2367.56 Lakhs during previous year registering anincrease of 27.34%.

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

c. SUBSIDIARIES

The Company does not have any subsidiary.

d. ASSOCIATES

The Company does not have any Associate Company.

e. DIVIDEND

With a view to conserve the resources your Directors have not recommended any dividendfor the financial year under consideration.

f. TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during theyear under review.

g. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

h. 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(31(1) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's 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 has 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 considers 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 2020-21 the Company has paid sitting fees to the IndependentDirectors only for attending Board and Audit Committee meetings.

Policy on Nomination and Appointment of Directors/Criteria for appointment of SeniorManagement and Remuneration Policy as formulated under Section 178(3) of the CompaniesAct 2013 is annexed as "Annexure I" and forms part of this Report.

5. BOARD'S EXPLANATION ON AUDITORS' REPORTS:

I. Explanation on Statutory Auditors' Report

There are no qualifications reservations or adverse remarks or disclaimer made by theStatutory Auditors in respect of financial statements as on and for the year ended 31stMarch 2021.

II. Explanation on Secretarial Auditors' Report

Provisions of Section 204 read with Section 134(3) of the Companies Act2013 mandatesthe Company to obtain Secretarial Audit Report from Practicing Company Secretary. M/s.KRS& Co. Practicing Company Secretaries were appointed to conduct Secretarial Auditand issue Report for the financial year 2020-21.

Secretarial Audit Report issued by M/s. KRS & Co. Practicing Company Secretariesin Form MR-3 for the financial year 2020-21 forms part to this report. The report of thesecretarial Auditor is annexed to this report as Annexure II. The Secretarial Auditreport for the financial year 2020-21 contains the following observation of theSecretarial Auditor and the Management reply for the same is as under:

Sr. No. Secretarial Auditors' Observation Management reply
1. The provisions of Corporate Social Responsibility (CSR) are applicable to the Company. However it is observed that for the financial year 2020-21 the Company has some unspent amount of CSR of the 2% of the average net profits made during three immediately preceding financial years in pursuance The Company was required to spend the accumulated unspent amount of Rs. 41.58 lakhs as CSR Expenditure during the financial year 2020-21. Company has spent an amount of Rs. 31.53 lakhs during the financial year 2020-21.
of its Corporate Responsibility Policy on CSR activity as required under the provisions of Section 135(5) of the Companies Act 2013 The unspent amount of Rs. 10.05 will be dealt with in line with the prescribed CSR Rules as amended

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 the Company are given in the notes to thefinancial statements.

7. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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.

Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were on an arm's length basis and in the ordinary course of business.All related party transactions were placed for the approval before the Audit Committee /Board / Shareholders wherever necessary in compliance with the provisions of the Act andListing Regulations. During the year the Company has not entered into anycontracts/arrangements/transactions with related parties which could be consideredmaterial in accordance with policy of the Company on material related party transactionsor under section 188(1) of the Act. Accordingly there are no particulars to report inForm AOC-2.

The details of the transactions with related parties are also provided in theaccompanying financial statements.

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions.

The policy 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 theCompany's website at the link: http://www.gtbl.in/wp-content/uploads/2015/08/Related-Partv-Policv.pdf

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 2021-22 no orders have been passed by any Regulator or Courtor Tribunal which can have impact on the going concern status and the Company's operationsin 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 Rule8(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 CHANGES IN BOARD OFDIRECTORS.

During the year under review following changes took place in the Board Composition:

1) In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Dr. Dinesh S. Patel (DIN: 00033273) Director of the Companyretires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offershimself for re-appointment. The Board recommends to the members the re-appointment of Dr.Dinesh S. Patel (DIN: 00033273) as Director in the ensuing Annual General Meeting of theCompany.

Necessary ordinary Resolution for the reappointment of Dr. Dinesh S. Patel (DIN:00033273) is included in the Notice convening the ensuing Annual General Meeting.

2) Mr. Han Kon Kim was appointed as an Additional Director by the Board of Directorsw.e.f. 13th January 2021. He holds office upto the date of ensuing AnnualGeneral Meeting. The Company has received notice from a member proposing the candidatureof Mr. Han Kon Kim for appointment as Director at the ensuing Annual General Meeting. TheBoard recommends to the members the reappointment of Mr. Han Kon Kim as Director at theensuing Annual General Meeting.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year there was no Appointment re - designation resignation death ordisqualification variation made or withdrawn etc. of KMP of the Company.

BOARD MEETINGS:

The Board of Directors met four times during the financial year ended on 31stMarch 2021 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 thanone hundred and twenty days. These are generally scheduled well in advance. The Boardmeets at least once a Quarter to review the Performance and Financial Results of theCompany. All the major decisions are taken at the Board meeting wherein directors areprovided with all material information. The Senior Executives of the Company are invitedto attend the Board meeting and provide clarifications as and when required.

DIRECTOR'S 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 2021 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 March2021 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.

COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirement of applicable laws and as part of best governancepractices the Company has following Committees of the Board as on 31stMarch2021:

i. Audit and Risk Management Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

The details with respect to the aforesaid Committees form part of the CorporateGovernance Report.

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.

As per SEBI (Prohibition of Insider Trading) (Amendment) Regulation 2018 which amendsSEBI (Prohibition of Insider Trading) Regulation 20l5 the listed company shall have awhistle—blower policy and make employees aware of such policy to enable employees toreport instances of leak of unpublished price sensitive information.

Considering the above amendment in SEBI (PIT) Regulations 2015 the Vigil MechanismPolicy of the Company was amended with effect from 1st April 2019 to enableemployees to report instances of leak of unpublished price sensitive information.

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 theCompany at http://www.gtbl.in/wp-content/uploads/2019/04/GTBL-Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. RISK MANAGEMENT:

We have an integrated approach to managing risks inherent in various aspect of ourbusiness.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company was required to spend the accumulated unspent amount of Rs. 41.58 lakhs asCSR Expenditure during the financial year 2020-21. Company has spent an amount of Rs.31.53 lakhs during the financial year 2020-21.

Your Directors are pleased to inform you the Company has spent Rs.31.53 lakhs towardsactivities falling under as per Schedule VII of the Companies Act 2013.

The unspent amount of Rs. 10.05 lakhs will be dealt with in line with the prescribedCSR Rules as amended

Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has

been appended as Annexure VI to this Report.

The Policy on CSR adopted by the Company is available athttp://www.gtbl.in/wp-content/uploads/2019/11/GTBL-Revised- CSR-Policy.pdf

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Provision of the Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations2015mandates that the Board shall monitor and review the Boardevaluation 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 has carried out an annual evaluation of its own performance Committees andIndividual Directors pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

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 Directorsperformance 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 effectivemanner as per as their expertise in their field and needs of the organization. Thesuggestions and contributions of the Independent Directors in the working of theBoard/Committee were satisfactory and the value addition made by such independentdirectors individually and as a team is commendable.

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 year2020-21 and hence disclosure under this section is not applicable.

However in respect of Key Managerial Personnel the disclosure is attached as AnnexureIII.

15. AUDITORS:

STATUTORY AUDITORS

M/s. GMJ & Co. Chartered Accountants (Firm Registration No.103429W)the StatutoryAuditors of the Company were appointed by the members at the 36th AnnualGeneral Meeting (AGM) to hold such office till conclusion of the 41st AGMsubject to ratification of their appointment by the members at every intervening AGM heldafter 36thAGM.

The Ministry of Corporate Affairs (MCA) vide its commencement Notification No. SO1833(E) dated 7th May 2018 has notified and amended the relevant provision of theCompanies Act 2013 relating the requirement of placing the matter relating toratification of appointment of Statutory Auditors by members at every Annual GeneralMeeting. The said amendment has done away with the requirement of Ratification ofappointment of the Statutory Auditors. Therefore M/s. GMJ & Co. CharteredAccountants will continue to hold office till conclusion of the 41st AGM andtheir appointment will not be subject to ratification by the members at every interveningAGM held after 36th AGM.

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. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2021 is available on the Company's website onhttps://www.gtbl.in

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 IV which forms part of this Report.

c. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Auditors of your Company regardingcompliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 with the Stock Exchanges are enclosed as aseparate section and a part of this report in Annexure V.

d. PREVENTION OF SEXUAL HARASSMENT:

During the financial year ended 31st March 2021 your Company has notreceived any complaint related to sexual harassment.

e. COST RECORDS

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit)Rules 2014 the prescribed accounts and records have been made and maintained by theCompany.

f. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standard as issued by theInstitute of Company Secretaries of India and notified by the Central Government.

g. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

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.

17. MANAGEMENT DISCUSSION & ANALYSIS:

Cautionary Statement:

The statements in the "Management Discussion and Analysis Report" describeyour Company's objectives projections estimates and expectations which may be"forward-looking statements" within the meaning of the applicable laws andregulations. The actual results could differ materially from those expressed or implieddepending upon the economic and climatic conditions government policies taxation andother laws and other incidental factors.

Financial Overview:

The financial performance of the Company for the financial year ended 31stMarch 2021 is as follows:

Total revenue from operations stood at Rs.90.56 Crores for the year ended 31stMarch 2021 as against Rs. 85.12 Crores for the corresponding previous period anincrease of 6.39% mainly on account of transition in the business model from contractmanufacturing to manufacture and sales model.

The cost of raw materials rendered for the financial year ended 31st March2021 was Rs.15.75 Crores as against Rs.15.44 Crores for the corresponding previous period.Raw material expenditure increased due to change in business model. In the contractmanufacturing model the direct raw materials were supplied by the partner. After shift tomanufacture and sale model the Company started procuring raw materials directly.

The EBIDTA (earnings before interest depreciation and tax excluding other income) wasRs.46.86 Crore for the year ended 31st March 2021as against Rs. 43.18 Crorefor the corresponding previous period an increase of 29.01%.

The finance cost for the financial year ended 31st March 2021 was Rs.0.98Crore as against Rs. 0.92 Crore for the corresponding previous period.

The PAT (profit after tax) was Rs.30.18Crores for the year ended 31st March2021 as against Rs. 23.67 Crores for the corresponding previous period an increase of27.48%.

Resources and Liquidity:

The cash and cash equivalents at the end of 31st March 2021 were Rs. 3.97Crore. The net debt to equity ratio of the Company stood at 0.04 as on 31stMarch 2021.

Business category wise performance:

The Company operates in one segment i.e. pharmaceuticals. The results of the Companyunder review depict business growth during the period. The Company is presentlymanufacturing Rifamycin S which is an intermediate for manufacturing the drug Rifampicin(Anti biotic used for the treatment of several types of bacterial infections includingtuberculosis Mycobacterium avium complex leprosy and Legionnaires' disease.) andRifamycin O which is an intermediate for manufacturing the drug Rifaximin (This is anAntibiotic used for treatment of traveler's diarrhea irritable bowel syndrome andhepatic encephalopathy). Risk & Concerns:

The business of the Company is exposed to few risks. Risks liabilities and losses arepart and parcel of any industry and need to be tackled through well forecasted strategiesand actions.

Unfavourable Policy Changes

In the past few years the Government of India has made frequent changes in the drugpricing and other laws impacting the operations of the Company. Further adverse changes ingovernment policies with respect to essential medicines and pricing with respect to theproducts may reduce margins of the Company. The Government policies are creating new risksfor domestic market by including new molecules to the price control umbrella and also byissuing ban on various Fixed Dose Combinations.

Credit Risk

To manage its credit exposure GTBL has determined a credit policy with credit limitrequests and approval procedures. The Company does its own research of a counterparty'sfinancial health and business prospects. Timely and rigorous process is followed up withclients for payments as per schedule. The Company has suitably streamlined the process todevelop a focused and aggressive receivables management system to ensure timelycollections.

Interest Rate Risk

The Company has judiciously managed the debt-equity ratio. It has been using a mix ofloans and internal cash accruals. GTBL has well managed the working capital to maintainthe overall interest cost at reasonable levels.

Competition Risk

Like in most other industries growth opportunities lead to a rise in competition. Weface different levels of competition from domestic as well as multinational companies.GTBL has created strong differentiators in execution quality and delivery which make itresilient to competition. Furthermore the Company continues to invest in R&D and itspeople to maintain a competitive edge. A stable and growing client base further helpsmaintain a strong order book and insulate the Company from this risk. We also mitigatethis risk with the quality of our infrastructure and specialized formulationmethodologies coupled with prudent financial and human resources management and bettercontrol over costs.

Input Cost Risk

Our profitability and cost effectiveness may be affected due to change in the prices ofraw materials power and other input costs.

Opportunities & Threats:

Opportunities Growth in Pharma Sector

The Indian pharmaceutical industry is well-positioned to reinforce its position as aglobal pharmaceutical provider. As per industry estimates India's Pharmaceutical Industryis expected to have expanded at a CAGR of 12.89% over 2015-20 to reach USD 55 billion andby 2025 is forecast to grow to USD 100 billion. With rising income levels growing healthawareness and better access to healthcare emerging markets like the one in India offersignificant growth potential for the pharmaceutical industry.

With the outbreak of the COVID-19 pandemic healthcare has come even more to theforefront for the masses across the world. With increased awareness and concern for healthand well-being demand for pharmaceutical products has grown significantly over the lastyear.

The pharma business related with basic human needs and introduction of innovative andcost-effective medicines enjoys maximum opportunities in a densely populated country likeIndia where there is substantial untapped potential for growth.

Government Initiatives

Favourable schemes made by the Government of India to support and grow the Pharmasector bode well for companies operating in this industry.

Threats

Threat from Substitute Products

Availability of sub-standard and substitute products in the market and fiercecompetition are major threats to the business stability for a small size Company likeours. However the Management is taking all necessary steps and continuously adoptingstrategies not only to stand in the market but to perform impressively under the currentscenario.

The Company is fully aware of its capabilities and strengths and is going ahead withits strategy of collaborating with Pharmaceutical majors.

Threat from Global Competitors

Indian pharma companies will face competition from bigger global pharma companiesbacked by huge financial muscle. Generic drugs offer cost-effective alternatives to drugsinnovators and significant savings to customers.

Threat from Impact of COVID-19

While the pandemic has spurred demand for pharma products in India and globally thelockdowns to contain the virus have also hampered production and logistics operations tosome extent and it is expected that the first half of FY22 to be challenging in theseaspects as well.

Internal control system and adequacy:

The Company ensures the orderly and efficient conduct of its business includingadherence to Company's 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 theCompanies Act 2013.

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.

Outlook:

The API market is witnessing a steady growth in terms of volumes and value worldwide.As per industry forecasts the global API market is expected to expand to USD 248.3billion by 2025 from USD 187 billion in 2020 at a CAGR of 5.8%. Growth is expected to bedriven by factors such as rising drug R&D increasing incidence of chronic diseasesrising importance of generics and higher uptake of biopharmaceuticals. The COVID-19pandemic has expedited this growth by bringing pharma R&D and manufacturing to theforefront.

There are very few companies which have the expertise in the field of fermentation.Many products manufactured by fermentation are not made in India. The country's needs aremet through imports. GTBL is in the process of identifying products which have gooddomestic and export potential. The Company also has plans to establish a new R&D labto take care of technological developments for new products that are being identified forglobal markets.

With its R&D and manufacturing capacities in place GTBL is in a good position tocapitalize on the significant growth opportunities in this sector going forward.

Source: https://www.marketsandmarkets.com/Market-Reports/API-Market-263.html OPERATIONALOVERVIEW:

The 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 Indian economy suffered headwinds from the COVID-19 pandemic during the last yearmuch like every other nation across the world. With almost all major industries impactedby the lockdown to curb the virus overall output reduced during the last year and growthforecasts were reduced. However as the economy reopens and vaccination drives increasegrowth projections are looking upwards again despite being lower than what was forecastedpre-COVID.

The World Bank revised its forecast for growth in the Indian economy by 2.9 percentagepoints to 8.3% in 2021-22 and 7.5% in 2022-23. This is after a contraction of about 7.3%in 2020.

India enjoys an important position in the global pharmaceuticals sector. The countryalso has a large pool of scientists and engineers who have the potential to steer theindustry ahead to an even higher level. Indian pharmaceutical sector industry suppliesover 50 per cent of global demand for various vaccines 40 per cent of generic demand inthe US and 25 per cent of all medicines in UK. India's share of vaccine exports increasedsince the onset of the pandemic as our country has been one of the key exporters of thevaccine to several nations. Going forward better growth in domestic sales would alsodepend on the ability of companies to align their product portfolio towards chronicdiseases.

The Indian Government has taken many steps to reduce costs and bring down healthcareexpenses. In addition the thrust on rural health programs lifesaving drugs andpreventive vaccines also augurs well for the pharmaceutical companies. The Industryconsisting of domestic and foreign players is witnessing increased spends on R&Dinitiatives focusing on expanding traditional generic portfolios.

Source:https://timesofihdia.indiatimes.com/business/india-business/indian-economy-will-grow-to-8-3-in-2021-says-

world-bank/artideshow/83341057.cms

(b) Government Initiatives for Pharmaceuticals Industry:

Government Support for Indian Pharma Sector

The Government of India has drawn several schemes and policies over the recent past tosupport and grow the pharmaceuticals industry in the country.

The Government has approved production linked incentives (PLI) of up to Rs. 6940crores for promotion of domestic manufacturing of critical Key Starting Materials (KSMs) /Drug Intermediates (DIs) and Active Pharmaceutical Ingredients (APIs) in India. Theseinclude many fermentation based KSMs Dis and APIs.

In the Budget 2021 the Government gave a 200% boost to the pharma sector with aims toreduce our dependance on China for raw materials etc. The 2021 budget set aside Rs. 124.42crores for initiatives for the development of the pharmaceuticals industry as comparedwith an allocation of Rs. 42.05 crores in the previous budget

The Union Cabinet also gave its nod for the amendment of the existing Foreign DirectInvestment (FDI) policy in the pharmaceutical sector in order to allow FDI up to 100 percent under the automatic route for manufacturing of medical devices subject to certainconditions.

Moreover under Budget 2020-21 allocation to the Ministry of Health and Family Welfareis Rs.65012 crore (US$ 9.30 billion). The Government allocated Rs.34115 crore (US$ 4.88billion) towards the National Health Mission under which rural and urban people willbenefit.

In FY19 Rs. 6400 crore (US$ 915.72 million) was allocated to health insurance schemeAyushman Bharat - Pradhan Mantri Jan Arogya Yojana (AB PMJAY). The National HealthProtection Scheme is largest government funded healthcare program in the world which isexpected to benefit 100 million poor families in the country by providing a cover of up toRs 5 lakh (US$ 7723.2) per family per year for secondary and tertiary carehospitalisation.

The Government of India is also planning to set up an electronic platform to regulateonline pharmacies under a new policy in order to stop any misuse due to easyavailability. Approval time for new facilities has also been reduced to boost investments.

Furthermore the Government has introduced mechanisms such as the Drug Price ControlOrder and the National Pharmaceutical Pricing Authority to deal with the issue ofaffordability and availability of medicines.

Source:https://www.investindia.aov.in/schemes-for-pharmaceuticals-manufacturinahttps://theprint.in/economv/budaet-

aives-200-boost-to-pharma-sector-as-aovt-looks-to-curb-dependence-on-china/596549/

Company's Strategy

The Company is finding new avenues by expanding its existing production capacity.

As part of its growth strategy the Company has changed its business model fromcontract manufacturing to supply model during the financial year 2019-20 which has led toincreased growth in top line and profitability of the Company. The Company is fully awareof its capabilities and strengths and is going ahead with hand holding strategy withPharmaceutical majors.

(c) Segment-wise 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.

(d) Discussion on financial performance with respect to operational Performance:

The operational performance during the year under review was one of the best in recentpast. The financial performance is getting improved due to change in business modelresulting in better production output and also due to reduction of interest.

The Net Profit after Tax increased by 27.48%compared to previous year. The productioncapacity was utilized to the maximum level during the year. Your Company has generatedprofit during the year under review as well as in the previous year.

(e) Material developments in Human Resources/Industrial Relations front includingnumber of people employed:

The core of the Human Resource philosophy at Gujarat Themis Biosyn Ltd. is empoweringhuman resources towards achievement of company aspirations. Your Company has a diverse mixof youth and experience which nurtures the business. As on 31st March 2021 thetotal employee strength was 107.

(f) Details of significant changes in key financial ratios (i.e. change of 25% or moreas compared to the immediately previous financial year):

Sr. No. Particulars 2020-21 2019-20
1. Debtors Turnover ( in days) 59 87
2. Inventory Turnover (in days) 25 195
3. Interest Coverage Ratio 51.40 36.77
4. Current Ratio 4 3.81
5. Debt Equity Ratio 0.04 0.19
6. Operating Profit Margin (%) 46% 38%
7. Net Profit Margin (%) 32% 37%

(g) Details of any change in Return on Net Worth as compared to the immediatelyprevious financial year along with a detailed explanation thereof.

Financial year 2020-21 2019-20
Return on net worth (%) 43% 56%

The Return on net worth increased during the year 2020-21 as compared to previous year2019-20 because of increase net profit from 2367.46 Lakhs in 2019-20 to Rs 3017.97 Lakhsin year 2020-21

18. ACKNOWLEDGEMENT:

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 : 1st May 2021 DIN:00033273

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