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Directors Report of Themis Medicare Ltd.

Mar 31, 2018

The Members,

Themis Medicare Limited

The Directors take pleasure in presenting the 48th Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2018. The Company operates only in one business segment viz., "Pharmaceuticals" and this report covers its Pharmaceutical business performance.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company''s performance during the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

(Rs, in laths)

Particular

2017-18

2016-17

Income

21,474.20

22,904.90

Less: Expenses

20,534.53

21,265,16

Profit/ (Loss) before tax

939.67

1,639.74

Deferred tax

10.18

160.44

Profit after Tax

929.49

1,479.30

APPROPRIATION

Final Dividend

-

-

Tax on distribution of dividend

-

-

Transfer to General Reserve

-

-

Balance carried to Balance sheet

929.49

1,479.30

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing of pharmaceutical products, especially in Formulation and API activity.

There was no change in nature of the business of the Company, during the year under review.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, the Company had entered into a Joint Venture Agreement (JVA) with Well Medical Limited (UK) and in pursuance of the said JVA, a Joint Venture Company in the name and style of Crapo Medical Limited was incorporated in the United Kingdom (UK)., Wherein Themes Medicare Limited and Well Medical Limited (UK) hold 90% and 10% of the share capital respectively.

As on the last day of the financial year, the Company had two non material subsidiaries namely, Artemis Biotech Limited and Themis Lifestyle Private Limited and two Joint Venture Companies namely, Richter Themis Medicare (India) Private Limited and Crapo Medical Limited (UK).

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31st March,

2018 in Form AOC-1 is attached and marked as Annexure - I and forms part of this Report.

d. DIVIDEND:

With a view to conserve resources, your Directors have not recommended dividend for the financial year under review.

e. TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year has been carried forward to the Statement of Profit and Loss.

f. REVISION OF FINANCIAL STATEMENT:

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

g. DEPOSITS:

Except for unclaimed deposits of Rs,3.20 lakhs, the Company does not have outstanding deposits from public. The Company has repaid outstanding deposits from Directors and Promoter Members for which the Humble Company Law Board, Regional Bench, Mumbai, had allowed repayment on or before 31.03.2018 on the original terms & conditions of deposits. Your Company has not accepted any deposits falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

k. COMMENTS OF THE BOARD ON AUDITORS'' REPORT:

i. Observations of Statutory Auditors on Accounts for the year ended 31st March, 2018: There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31st March, 2018.

ii. Secretarial Audit Report for the year ended 31st March, 2018: Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. Shirish Shetye and Associates, Practicing Company Secretaries were appointed to conduct Secretarial Audit and issue Report for the financial year 2017-18. Secretarial Audit Report issued by M/s. Shirish Shetye and Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2017-18 forms part of this report. The Secretarial Audit Report does not contain any Qualifications/observations/ adverse remarks. The Secretarial Audit Report is annexed herewith as Annexure - III.

l. Particulars OF LOANS, Guarantees, INVESTMENTS AND Securities:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

m. Particulars OF CONTRACTS OR

ARRANGEMENT WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. All related party transactions are placed for the approval before the Audit and Risk Management Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. The Audit & Risk Management Committee had granted omnibus approval for Related Party Transactions as per the provisions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material

In terms of Special Resolution passed by members of the Company in Extra Ordinary General meeting held on 10th June, 2016, the Company had issued and allotted 1,25,000 Equity Shares upon conversion of Warrants at the rate of Rs,500/- consisting of Rs,10/- as Face value and Rs,490/- as Premium, in accordance with SEBI (ICDR) Regulations, 2009. The said Warrants were issued subjected to the condition that an amount equivalent to at least 25% of the price shall become payable on or before the date of allotment of warrants and balance amount shall be paid before Conversion of warrants into equity shares.

The Company had raised Rs,468.75 lakhs through preferential issue as the balance amount of Rs,375/- per share was paid upon conversion of 1,25,000 warrants into Equity Shares allotted to promoters during the year.

i. STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Board has received declarations from the Independent Directors under section 149(6) of the Companies Act, 2013 that they are not otherwise disqualified to be Independent Directors and meet the criteria of independence laid down in Regulation 25 of the Listing Regulations. The Board further states that all the Independent Directors are persons of integrity and possess relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

j. STATEMENT UNDER SECTION 178:

Your Company has Constituted Nomination and Remuneration Committee as well as Stakeholders Relationship Committee as provided under section 178(1) of the Companies Act, 2013. The Nomination and Remuneration Committee considers that the qualifications, experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties as such. In view of inadequacy of profits, remuneration is being paid to Managing and Whole time Directors in line with Schedule V of the Companies Act,

2013 as also only sitting fees are paid to other Directors for attending Board and Audit and Risk Management Committee meetings at present. Nomination and Remuneration Policy as formulated under Section 178(3) of the Companies Act, 2013 is annexed as Annexure - II and forms part of this Report.

q. 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 and hence 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.

r. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, details of equity shares issued under Employees Stock Option Scheme during the financial year under review is furnished in Annexure - IV attached herewith which forms part of this Report.

s. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

The provisions of Section 67(3) as well as disclosure under rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 are not applicable in respect of Equity shares allotted against ESOPs granted to employees.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Board Composition and Key Managerial Personnel:

Mr. Prakash D. Naringrekar ceased to be associated with the Company as Company Secretary on attaining the age of superannuation with effect from close of office hours on 30th June, 2017. The Board places on record its appreciation for the services rendered by Mr. Prakash D. Naringrekar during his tenure as Company Secretary of the Company.

Mr. Sangameshwar Iyer was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 21st August, 2017. Upon such appointment, Mr. Sangameshwar Iyer is considered as the Key Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013 and also the Compliance Officer of the Company under Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Sangameshwar Iyer, is a Qualified Company Secretary & Law Graduate with an extensive experience of over 2 decades in Company Secretarial & Legal functions in various

in accordance with policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in Form AOC-2. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company''s website at the link: http:// www.themismedicare.com/wp-content/uploads/2015/08/Related-Party-Policy.pdf

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by your Company are adequate. During the year under review, no material or serious observations were received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Internal Financial Controls followed by the Company are adequate and commensurate with the size and nature of the business and were operating effectively during the year under review.

Internal Audit function of the Company is carried out through Independent Chartered Accountants Firms to test and verify the Company''s Internal Control System. The Company''s assets are adequately safeguarded against significant misuse or loss. The Company has in place, adequate Internal Financial Controls with respect to maintenance of accounting records and financial transactions. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

o. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no orders passed by the regulators or courts or Tribunals for/or against the Company during the year under review.

p. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

re-appointment of the aforesaid Directors are included in the Notice convening the ensuing AGM and details of the proposal for re-appointment are mentioned in the Explanatory Statement to the Notice.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. BOARD MEETINGS:

A calendar of regular meetings was prepared and circulated in advance to the Directors. Pursuant to the provisions of the Companies Act, 2013 and rules made there under, the Board met seven (7) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departure according to the accounting standards;

ii. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2018 and of the profit of the Company for that year;

iii. proper and sufficient care was taken 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;

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 and that such internal financial controls are adequate and were operating effectively ;

types of companies, both in the manufacturing and service sector.

Dr. Gabor Glacis, ceased to be a Director of the Company on account of vacation of his office as Director of the Company pursuant to Section 167(1)(b) of the Companies Act, 2013 with effect from 27th March, 2018.

Dr. Gabor Glacis was appointed as an Additional Director by the Board with effect from 27th March, 2018, as a representative of Gideon Richter Plc, Hungary, Joint Venture Partners of the Company. Dr. Gabor Glacis holds office up to the ensuing Annual General Meeting of the Company and is eligible for appointment as Director in compliance with Section 160 of the Companies Act, 2013. A brief profile of Dr. Gabor Glacis is given in the Notice convening the Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 from a member company signifying its intention to propose the candidature of Dr. Gabor Glacis for the office of Director. The Board recommends to the members the appointment of Dr. Gabor Glacis as a Director in the ensuing Annual General Meeting of the Company.

The office of Mrs. Reena S. Patel, an Alternate Director to Mr. Lajos Kovacs, got vacated on arrival of Mr. Lajos Kovacs in India on 27th March, 2018 in accordance with the provisions of second proviso to section 161(2) of the Companies Act, 2013.

Mrs. Reena Patel was appointed as an Alternate Director to Mr. Lajos Kovacs to attend Board meetings of the Company during his absence with effect from 30th March, 2018.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajneesh K. Anand (DIN 00134856), Non - Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends to the members the appointment of Mr. Rajneesh K. Anand as a Director in the ensuing Annual General Meeting (AGM) of the Company.

In accordance with the provisions of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (effective from April 1, 2019), approval of members is sought through Special Resolution for continuation of Mr. Homerun Dhanrajgir (DIN : 00004006) as Director of the Company, who has already attained the age of Seventy-five years.

Necessary resolutions for the appointment/

f. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

The composition of the CSR Committee of the Company is as under:

i. Mr. Humayun Dhanrajgir, Chairman of the Committee,

ii. Mr. H. Subramaniam, Member and

iii. Dr. Sachin D. Patel, Member

The Company has formulated policy for CSR activities and is placed on the website of the Company at http://www.themismedicare.com/ wp-content/uploads/2016/12/CSR-Policy.pdf

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure - V and forms an integral part of this Report.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2017-18, the Company has spent two percent of the average net profits of the Company during the three immediately preceding financial years. The detailed information on CSR activities are provided in the Annual Report on CSR activities.

g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board of Directors at its meeting held on 27th March, 2018 has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). The performance of the Board was evaluated by the Board with the help of inputs received from all the Directors on the basis of the criteria such as the Board Composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board with the help of inputs

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. COMMITTEES OF THE BOARD OF DIRECTORS:

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31st March, 2018:

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 forms part of the Corporate Governance Report.

d. VIGIL MECHANISM POLICY/ WHISTLE BLOWER 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 its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/ option to report their concern/grievance to the Chairman of the Audit and Risk Management Committee.

The said Policy is available on the website of the Company at http://www.themismedicare.com/ wp-content/uploads/whistle-blower-policy.pdf The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

e. RISK MANAGEMENT:

We have an integrated approach to managing risks inherent in various aspect of our business. The Audit and Risk Management Committee and the Board discuss various aspects involved in Business risks to the Company and the manner to mitigate the same.

received from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board concluded that all Board Committees were discharging its functions effectively.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like ability to contribute and monitor our corporate governance practices, meaningful and constructive contribution in the issues discussed in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board was overall of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in an effective manner as per as their expertise in their field and needs of the organization. The suggestions and contributions of the Independent Directors in the working of the Board/Committee were satisfactory and the value addition made by such Independent Directors individually and as a team is commendable.

Also, the Company had provided facility of performance evaluation to Directors on online platform for convenience of the Board members.

h. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees

of the Company for the financial year under review has been marked as Annexure - VI.

i. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company is in receipt of remuneration/ commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS'' REPORTS:

a. APPOINTMENT OF AUDITORS:

M/s. R. P. Sardar & Co., Chartered Accountants (FRN - 109273W), the Statutory Auditors of the Company, were appointed by the members at the 47th Annual General Meeting (AGM) to hold such office till conclusion of the 52nd AGM subject to ratification of their appointment by the members at every intervening AGM held after 47thAGM.

The Ministry of Corporate Affairs (MCA), vide its commencement Notification No. SO 1833(E) dated 7th May, 2018, has notified and amended the relevant provision of the Companies Act, 2013 relating the requirement of placing the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting. The said amendment has done away with the requirement of Ratification of appointment of the Statutory Auditors. Therefore, M/s. R. P. Sardar & Co., Chartered Accountants (FRN - 109273W), will continue to hold office till conclusion of the 52nd AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 47th AGM.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on recommendation of the Audit and Risk Management Committee, appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2018-19 for the applicable Product.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking your ratification to the remuneration of the said Cost Auditors

are appearing in the Notice convening the 48th AGM of the Company.

5. 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 of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure

- VII which forms part of this report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure - VIII which forms part of this Report.

c. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are enclosed as a separate section and forms part of this report.

d. PREVENTION OF SEXUAL HARASSMENT:

We have zero tolerance for sexual harassment at the workplace and have adopted a Policy on prevention, prohibition and redresses of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the Rules there under for prevention and redresses of Complaints of Sexual Harassment at the workplace.

During the financial year ended 31st March, 2018, your Company has not received any complaint relating to sexual harassment.

6. MANAGEMENT DISCUSSION & ANALYSIS:

(a) Industry structure and developments:

During the year under review, the Pharmaceutical Industry in India which was experiencing double digit growth was impacted to some extent due to demonetization and implementation of Goods and Services (GST) Tax Act.

However, it is expected that the Industry will continue to grow going forward. In line with the National Health Policy, the Government of India has issued a draft Pharmaceutical Policy and sought opinions from various stakeholders. The draft policy aims to streamline the systems of manufacturing and marketing of pharmaceuticals/medicines to achieve the primary goals of the Health Policy to provide affordable health care to all. The Industry continued to face challenges due to imposition of price controls and bringing many products under the ambit of National List of Essential Medicines.

The Industry consisting of Indian and foreign players is witnessing increased spends on R&D initiatives focusing on expanding traditional generic portfolios.

(b) Opportunities and Threats. :

Pharma business being associated with basic human needs, introduction of newer and cost effective medicines in different therapeutic groups provides maximum opportunities in a densely populated country like India.

The share of generic drugs is expected to continue increasing; Due to their competence in generic drugs, growth in this market offers a great opportunity for Indian firms. Generic drug market is expected to grow in the next few years with many drugs going off-patent in the US and other countries.

With 70 per cent of India''s population residing in rural areas, pharmacy companies have immense opportunities to tap this market. Demand for generic medicines in rural markets has seen a sharp growth. Various companies are investing in the distribution network in rural areas. Availability of sub-standards products in the market, fierce competition as well as Government intervention in the pricing policies are major threats to the business stability for a relatively small size Company like ours. However,

the management is taking all necessary steps and continuously adopting strategies not only to stand in the market but to perform impressively under the current scenario. Your Company''s strong foothold on R&D has contributed for introduction of many new products over the years. The present thrust in mainly in introduction of marketing of differentiated injectables in India and abroad.

Indian pharmacy companies will face competition from big pharmacy companies, backed by huge financial muscle. Generic drugs offer a cost effective alternative to drugs innovators and significant savings to customers.

(c) Segment-wise or product-wise performance.

The Company operates in a single segment

i.e. Pharmaceuticals. However, the Company has given more thrust for last many years on Formulations SKUs as compared to API. The results of the Company under review also depict that Formulation business has grown at a much faster rate than APIs.

(d) Outlook: Duet the price cuts on various products, and temporary impact of demonetization and GS T, the growth of Indian Pharmaceutical Market was muted in the financial year 2017-18. The market research reports indicate that the Indian Pharmaceuticals Market is expected to continue to grow at about 9% per annum over the next five years. Your Company''s capabilities are in introduction of new and differentiated pharmaceutical formulations. Fully aware of its strength, the Company is going ahead with hand holding strategy with Indian and International Pharmaceutical majors. This strategy has paid well in the recent past with introduction of the differentiated Pain management injections with support of an international major pharmacy company in India. The Company is also finding new avenues in the international market also and the work in this area is in advanced stage. Your Company will continue to work on productivity enhancement and efficiencies in supply chain management.

(e) Risks and concerns. The business of your Company is also exposed to few risks.

In the past few years, the Government of India has made frequent changes in the drug pricing and other laws impacting the operations of the Company. Further adverse changes in government policies with respect to essential medicines and pricing with respect to the products may reduce margins of the Company. The proposed Pharmaceutical Policy, 2017 has stricter requirements and compliances which will require the Company to change some of its processes. This may enhance the cost of operations.

The proposal on prescription of products only by generic name, without mentioning the brand name may change the way the pharmaceutical products are promoted in India. In case of implementation of this proposal, the Company will have to rework its promotional strategies. Risks, liabilities and losses are part and parcel of any industry and need to be tackled through well forecasted strategies and actions. To mitigate and avoid risks in the current scenario, the Company is focusing on shifting API to Formulation business and also improving its market access for the existing products.

Besides, the risks in Domestic market there are various risks in the International markets as well, an important one being regulatory risk, Plant inspections, vendor approvals, etc.

(f) Internal control systems and their adequacy. :

The Company ensures the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. The Statutory Auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board. Internal Financial Control Audit is also conducted on continuous basis to plug the loop holes in the system, if any. Other statutory requirements especially, in respect of pharmaceutical business are also vigorously followed in order to have better internal controls over the affairs of the Company.

(g) Discussion on financial performance with respect to operational performance.

The operational performance during the year under review was on expected lines. Shift of business focus to Formulation activity has started showing positive operational performance results. The financial performance is getting improved due to better margins, control over cost as well as reduction of interest cost in view of repayment of term loan installments and Public Deposits. Your Company has wiped off past losses and expects to continue with good operational results in the years to come.

(h) Material developments in Human Resources / Industrial Relations front, including number of people employed:

The core of the Human Resource philosophy at Themes is empowering human resources towards achievement of Company aspirations. The overall industrial relations atmosphere continued to be cordial. Your Company has a diverse mix of youth and experience which nurtures the business. As on March 31, 2018 the total employee strength was 1229. Our objective to build organizational capability through skill development across levels ensures that we invest in training and enhancing people skills in line with the dynamic business needs. In our Endeavour to be employee centric, your Company revamped existing HR policies to be more people friendly and offered them a better work life balance. We continued to rely on technology to reach out to employees and improve efficiencies by automating policies and work flows. During the current year, HR would focus on enabling change to deliver the desired business outcomes. The objective is to create an HR organization focusing on responding to business challenges of tomorrow.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, collaborators, employees, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

SD/- SD/-

Dr. Sachin D. Patel Mr. H. Dhanrajgir

Managing Director & CEO Independent Director

DIN - 00033353 DIN - 00004006

Place: Mumbai

Dated: 9th May, 2018


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the Financial Year 2014-15 and subsequent years.

FINANCIAL RESULTS

The results for the year ended 31st March, 2014 are summarized below:

(Rs. in lacs)

PARTICULARS 2013-14 2012-13

Profit/(Loss) before

Depreciation and tax 712.38 (277.07)

Less: Depreciation 598.20 574.61

Profit/(Loss) before Tax 114.18 (851.68)

Less : Provision for Taxation

Current Tax - -

Deferred Tax 38.93 39.06

Profit/(Loss) after Tax 153.11 (812.62)

Add/ (Less): Net Adjustments in respect of earlier years. - -

Excess/(short) Provision for tax in respect of earlier years - -

Balance brought forward from previous year (3392.41) (2579.79)

Amount available for appropriation (3239.30) (3392.41)

Less: Final Dividend - -

Less: Dividend Tax - -

Less: Transfer to General Reserve - -

Balance carried forward (3239.30) (3392.41)

REVIEW OF OPERATIONS:

Sales/ Income from operations at Rs. 16799 Lacs, increased by 15.50% as compared to the previous year''s sale of Rs. 14545 Lacs. Your Company has recorded profit of Rs. 153.11 Lacs as against loss of Rs. 812.62 Lacs in the previous year.

BUSINESS ACTIVITIES

Your Company has posted higher topline (turnover) and bottomline (Net profit) during the year under consideration when compared to previous year. This was possible with increase in Formulation Business Activity and reduced dependence on API Activity. As is well known contribution from formulation business is always more than API Activity. With this shift, Company could turn the bottomline picture substantially.

CURRENT OUTLOOK

Your Company has changed its business strategy from API to Formulations. During the coming years, barring unforeseen circumstances, the outlook of Formulation business in India & overseas look promising. The Company has signed agreements for supply of its research based products with pharma majors in India & abroad. The Company expects this change in strategy to yield fruits in the coming years.

The cash losses suffered in 2012 and 2013 has made a major dent on the current business activities of the Company and severe stress is witnessed on the working capital requirements. Your Company is re- aligning its assets as well as long term loans so that interest burden is in line with industry norms.

With all the above measures, your Board expects to show better results in years to come.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Board has obtained Directors Responsibility Statement as on 31st March, 2014 u/s 217(2AA) of the Companies Act, 1956 (corresponding to Section 134(3) (c) of the Companies Act, 2013) from all the Directors. The said statements were taken on record by the Board at its meeting held on 1st April, 2014.

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2014 :-

i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives 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 the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Laszlo Kovacs, director of the Company will retire by rotation at the forthcoming Annual General Meeting who is eligible for re-appointment.

The Independent Directors of the Company viz.

1. Mr. Hariharan Subrahmaniam who was appointed as an Additional Director (being Independent Director) at the Board Meeting held on 10th February, 2014.

2. Ms. Dharmishta Raval who was appointed as an Additional Director (being a woman Director) at the Board Meeting held on 06th August, 2014.

However, as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by shareholders for a term upto five consecutive years and they are not be liable to retire by rotation. Mr. H. Subrahmaniam and Ms. Dharmishta Raval seek appointment as regular Directors of the Company. The Company has received notices from members proposing the candidature of Mr. Hariharan Subrahmaniam and Ms. Dharmishta Raval, as regular Director together with requisite deposit under section 160(1) of the Companies Act, 2013.

DIVIDEND:

Due to inadequacy of profits earned as well as carry forward of losses, your Directors do not recommend any dividend for the year under consideration.

CONVERSION OF WARRANTS:

In the Board Meeting held on 15th January, 2014, 400000 Equity shares were allotted on conversion of optionally fully convertible warrants, having a lock in period of three years with effect from 15/01/2014 to 14/01/2017 as per Regulation 78 of SEBI (ICDR) Regulations, 2009 and amendments thereof.

EMPLOYEES STOCK OPTION SCHEME:

Remuneration & Compensation Committee of the Board granted 1,33,000 Options to 34 employees and 4 Directors on 31st July 2012. The Options were granted at Rs 77.85 per option/share at the prevailing market price at the time of grant. Options will vest over a period of 3 years

So far none of the employees have exercised the stock option.

SUBSIDIARIES:

During the year under review, there were no business transactions in the Subsidiary Companies.

CONSOLIDATED ACCOUNTS:

Consolidated accounts are prepared and submitted to you consisting of your Company''s 49% interest in a Joint Venture Company.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a detailed Report on Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

* Operational Overview

Themis constantly reviews its product market portfolio with the view to sustain its growth. The Company has driven fiscal growth by focusing on the following areas:

* Development of innovative - first-of-a-kind products to establish itself in India and Globally.

* Establish sound long-term partnerships with Indian and International companies to expand business.

* Development of a stronger manufacturing infrastructure.

* Creation of a superior Management Information System.

* Up-gradation, Expansion, Modernization of existing manufacturing facilities.

* Obtaining of international approvals for its plants.

* Establishment of Marketing Divisions as per therapeutic segments.

FIXED DEPOSITS:

During the year your Company has not accepted/ renewed any Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2014.

AUDITORS:

M/s. M. T. Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Members are requested to appoint the Auditors.

LABOUR:

During the year under review, relations with labour remained as it were last year.

GENERAL:

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1) (e) of the Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES:

None of the employee was in receipt of remuneration of more the prescribed limits. Hence the information required u/s 217(2A) of the Companies Act, 1956 is not given.

AUDITORS REMARKS:

As regards remarks in the Auditors'' Report, the notes wherever referred to, are self-explanatory.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank the Company''s Bankers, Medical Profession, Foreign collaborators and Trade for their continued co- operation and patronage. The Directors also wish to record their appreciation to Company''s personnel at all levels for their dedication, commitment and hard work.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

H.N. SINOR CHAIRMAN

Place: MUMBAI. Dated: 11th August, 2014


Mar 31, 2013

The Directors have pleasure in presenting the 43RD Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The results for the year ended 31st March, 2013 are summarized below: (Rs. in lacs) PARTICULARS 2012-13 2011-12

Profit/(Loss) before

Depreciation and tax (277.07) (2942.81)

Less: Depreciation 574.61 508.02

Profit/(Loss) before Tax (851.68) (3450.83)

Less : Provision for Taxation

Current Tax

Deferred Tax 39.06 16.57

Profit/(Loss) after Tax (812.62) (3467.40)

Add/ (Less): Net Adjustments in respect of earlier years.

Excess/(short) Provision for tax in respect of earlier years

Balance brought forward from previous year (2579.79) 887.61

Amount available for appropriation (3392.41) (2579.79)

Less: Final Dividend

Less: Dividend Tax

Less: Transfer to General Reserve

Balance carried forward (3392.41) (2579.79)

OPERATIONS:

Sales/ Income from operations at Rs.14545 lakhs, increased by 6% as compared to the previous year''s sale of Rs.13775 lakhs. Your Company has recorded loss of Rs. 812.62lakhs as against loss of Rs. 3467.40 lakhs in the previous year.

BUSINESS ACTIVITIES

Your Company had witnessed steady growth in the Formulation business as compared to last year. This

year Company has managed to curb losses substantially. API business of the Company has succeeded to stabilize itself in the field of production and performance. Your Company also look forward to commence it''s business with new entrants like Novartis, ASPEN group etc., which will assure business for long term.

CURRENT OUTLOOK

Your Company has started giving major thrust on Formulation business during the year. A Licensing cum Supply Agreement is already entered into with one of the major international Pharma Company i.e. Novartis India Ltd. The supply expected to commence by middle of the financial year 2013-14.

Further negotiations are at final stage for export of Companies research products overseas, especially the fast growing African markets.

After the drop on domestic formulation business witnessed during the last 2 financial years, the current year''s outlook is promising on the backdrop of market discipline as well as introduction of specialty division and institutional Business.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2013 :- i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives 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 the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a going concern basis.

DIVIDEND:

In view of losses incurred no dividend is recommended by the Directors for the year under review.

EMPLOYEES STOCK OPTION SCHEME:

Remuneration & Compensation Committee of the Board granted 1,33,000 Options to 34 employees and 4 Directors on 31st July 2012. The Options were granted at Rs 77.85 per option/share at the prevailing market price at the time of grant. Options will vest over a period of 3 years

The particulars as required under clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are annexed.

SUBSIDIARIES:

There were no business transactions in the subsidiary Companies during the year under review.

CONSOLIDATED ACCOUNTS :

Consolidated accounts are prepared and submitted to you consisting of your Company''s 49% interest in a Joint Venture Company.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

DIRECTORS:

In terms of Articles of Association of the Company as well as the requirements of the Companies Act, 1956, Mr. Humayun Dhanrajgir and Mr. Vijay Agarwal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint directors retiring by rotation.

FIXED DEPOSITS:

During the year your Company accepted Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2013.

AUDITORS:

M/s. M. T. Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Members are requested to appoint the Auditors.

LABOUR:

During the year under review, relations with labour remained as it were last year.

GENERAL:

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES:

None of the employee was in receipt of remuneration of more than Rs. 60 Lakhs p.a. (Rs.5 Lakhs p.m) Hence the information required u/s 217(2A) of the Companies Act, 1956 is not given.

AUDITORS REMARKS:

As regards remarks in the Auditors'' Report, the notes wherever referred to, are self-explanatory.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank the

Company''s Bankers, Medical Profession, Foreign collaborators and Trade for their continued co-operation and patronage. The Directors also wish to record their appreciation to Company''s personnel at all levels for their dedication, commitment and hard work.

For and on behalf of the Board of Directors

H. N. Sinor

Chairman

Place: MUMBAI.

Dated: 15th May, 2013


Mar 31, 2011

The Directors have pleasure in presenting the 41st Annual Report together with the Audited Statement/ of Accounts for the year ended 31st March, 2011.

Financial Results

The results for the year ended 31st March, 2011 are summarized below:

(Rs. in lacs)

Particulars 2010-11 2009-10

Profit / (Loss)before Depreciation and tax 1537.00 2311.42

Less: Depreciation 513.60 522.00

Profit / (Loss) before Tax 1023.40 1789.42

Less: Provision for Taxation Current Tax (MAT) - - Deferred Tax (15.05) (17.56)

Profit / (Loss) after Tax 1038.45 1806.98

Add/ (Less): Net Adjustments in respect of earlier years. (24.71) (5.15)

Excess/(short) Provision for tax in respect of earlier years - 64.67

Balance brought forward from previous year 455.08 (828.85)

Amount available for appropriation 1468.82 1037.65

Less: Final Dividend 241.52 241.52

Less: Dividend Tax 39.69 41.05

Less: Transfer to General Reserve 300.00 300.00

Balance carried forward 887.61 455.08

Operations:

Sales / Income from operations at Rs.23971 lakhs, increased by 9.68% as compared to the previous years sale of Rs.21855.54 lakhs. Your Company has recorded profit after tax and prior years adjustments Rs 1013.74 lakhs as against profit of Rs. 1866.50 lakhs in the previous year.

Business Achievements / Developments

- The year witnessed substantial shift in ratio of business activities from API to Formulation, the latter contributing 43% of the turnover against 31% in the previous year.

- Within Formulation business domestic trade business increased by 64% and co-marketing by 56%.

- Your Company continued its philosophy of introduction of new research based products in various therapeutic segments. We abide by this philosophy and will continue with same strength in coming years also.

- During the year your Hyderabad manufacturing facility was conferred with EUGMP accreditation.

Directors Responsibility Statement:

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2011:-

i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a going concern basis.

Details of Directors seeking appointment / re-appointment at the 41st Annual General Meeting pursuant to Clause 49 of the Listing Agreement.

Name of the Director Dr. Lazlo Kovacs Mr. Erik Bogsch

Date of Birth 14.02.1944 31.10.1947

Date of appointment 09.08.2008 09.12.2009

Expertise in specific International R & D functional areas Commerce and Management & Marketing Manufacturing

Qualifications Ph.D. in Chemical Economic Science Engineer

List of Companies - - (Excluding foreign and private Ltd. Companies) in which outside Directorship held as on 31st March, 2011

Chairman / Member - - of the Committees of the Board of the Companies on which he is a director as on 31st March 2011.

Name of the Director Mr. Hoshang N. Sinor

Date of Birth 05.12.1944

Date of appointment 09.12.2009

Expertise in specific Banking & Finance at Senior Management Level functional areas

Qualification B.Com LLB

list of Companies 1. 3i Infotech Ltd. (Excluding foreign 2. ICICI Venture Funds Management Company Ltd and private Ltd. 3.ICICI Lombard General Insurance Company Ltd. Comapnies) in which 4.CRISIL outside Directorship 5.Sahara India Financial Corporation Ltd held as on 6.Tata Capital Ltd. 31st March,2011 7.Tata Motor Finance Ltd. 8.Tata Investments Corporation Ltd. 9.Zorastrian Cooperative Bank Ltd. 10.Tata Capital Financial Services Ltd.

Chairman/Member 1. Chairman of the Committees Audit Committee: of the Board of the a. CRISIL Companies on which he b. Tata Investment Corporation Ltd. is a director as on c. Zorastrian Cooperative Bank Ltd^ 31st March 2011 d. Tata Motor Finance Ltd.

2. Membership

Audit Committee:

a. ICICI Venture Funds Management Company Ltd.

b. ICICI Lombard General/Insurance Company Ltd

c. Sahara India Financial Corporation Ltd.

d. Tata Capital Ltd.

e. Themis Medicare Ltd.

DIVIDEND :

Your Directors have recommended a dividend of 30% (Previous year - 30%) which will absorb Rs 241.52 lakhs and Rs 39.69 lakhs towards Dividend tax.

SUBSIDIARIES :

During the year under review a Private Ltd Subsidiary Company in the name and style of Themis Lifestyle Pvt. Ltd was incorporated on 3rd November, 2010 and another Public Ltd Subsidiary Company in the name and style of Artemis Biotech Ltd. was incorporated on 14th January 2011. However there are no business transactions in the subsidiary Companies till 31st March, 2011.

CONSOLIDATED ACCOUNTS :

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

DIRECTORS :

- Shri. Shantilal D. Patel - Chairman Emeritus left for his heavenly abode on 22nd February, 2011. Shri Shantilal Patel, a pioneer in Indian Pharmaceuticals Business was the promoter / founder of Themis Medicare Ltd and was associated with the company right from its inception. He always guided and supported the management, staff and workers with his vast experience to grow the business of the Company to its present level. The Board places on record its sincere appreciation for the yeomen services rendered by him.

- At the Board Meeting held on 3rd May, 2011, Mrs. Jayshree D. Patel Whole Time Director requested the board to relieve her from the present responsibilities, due to personal reasons. The Board, with much reluctance, agreed to relieve her as a Whole Time Director, however made a request to her to guide the Company as a Consultant. The Board places on record the contribution made by Mrs. Jayshree D. Patel during her tenure as a Whole Time Director.

- In terms of Articles of Association of the Company as well as the requirements of the Companies Act, 1956, Dr. Laszlo Kovacs, Mr. Erik Bogsch and Shri Hoshang N. Sinor who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Members are requested to appoint directors retiring by rotation.

- The Company has made applications to the Central Government for waiver of excess remuneration paid to Dr. Dinesh Patel (for the year 2008-09 & 2009-10), Mrs. Jayshree D. Patel and Dr. Sachin D. Patel (for the year 2009-10.) Further for the year under review similar application is being made for waiver of excess remuneration paid due to inadequacy of profits.

MANAGEMENT DISCUSSION & ANALYSIS: Operational Overview

Themis constantly reviews its product market portfolio with the view to sustain its growth. The Company has driven fiscal growth by focusing on the following areas:

- Development of innovative - first-of-a-kind products to establish itself in India and Globally.

- Establish sound long-term partnerships with Indian and International companies to expand business.

- Development of a stronger manufacturing infrastructure.

- Creation of a superior Management Information System.

- Up-gradation, Expansion, Modernization of existing manufacturing facilities.

- Obtaining of international approvals for its plants.

- Establishment of Marketing Divisions as per therapeutic segments.

FIXED DEPOSITS :

During the year your Company accepted Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2011

AUDITORS :

M/s. M. T Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Members are requested to appoint the Auditors.

LABOUR :

During the year under review, relations with labour remained as it were last year.

GENERAL :

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES:

Particulars of employees as contemplated under Section 217(2A) of the Companies Act, 1956 is attached as Annexure I to this report.

AUDITORS REMARKS:

As regards remarks in the Auditors Report, the notes wherever referred to, are self-explanatory.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank the Companys Bankers, Medical Profession, Foreign collaborators and Trade for their continued co- operation and patronage. The Directors also wish to record their appreciation to Companys personnel at all levels for their dedication, commitment and hard work.

For and on behalf of the Board of Directors

H. N. Sinor Chairman

Place: MUMBAI. Dated: 3rd May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 40th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

Financial Results

The results for the year ended 31st March, 2010 are summarized below: (Rs in lacs)

Particulars 2009-10 2008-09 Profit / (Loss)before Depreciation and tax 2311.42 (427.33) Less: Depreciation 522.00 509.98 Profit / (Loss) before Tax 1789.42 (937.31) Less: Provision for Taxation Current Tax (MAT) Fringe Benefit Tax - 32.17 Deferred Tax (17.56) 49.98 Profit / (Loss) after Tax 1806.98 (1019.46) Add/ (Less): Net Adjustments in respect of earlier years. (5.15) (18.91) Excess/(short) Provision for tax in respect of earlier years 64.67 Balance brought forward from previous year (828.85) 209.52 Amount available for appropriation 1037.65 (828.85) Less: Final Dividend 241.52 - Less: Dividend Tax 41.05 - Less: Transfer to General 300.00 - Reserve Balance carried forward 455.08 (828.85)

Operations:

Sales / Income from operations at Rs. 21855.54 lakhs, increased by 6.08% as compared to the previous year’s sale of Rs.20603.65 lakhs. Your Company has recorded profit after tax and prior year’s adjustments Rs 1866.50 lakhs as against loss of Rs 1038.37 lakhs in the previous year.

Business Achievements / Developments

As reported in the last Directors Report, the year 2008-09 was of consolidation of business and activities.

Your Directors are happy to state that the Formulation and API Biotech business has shown encouraging results post consolidation of Business activities.

Co-marketing Business as expected by your directors was major contributor to the turnover and bottom line of your Company and would remain so in future.

New product developments and marketing will be the key growth driver of your Company in the years to come.

Directors’ Responsibility Statement:

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2010 :-

i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a

DIVIDEND :

Your Directors have recommended a dividend of 30% (Previous year - Nil) which will absorb Rs 241.52 lakhs and Rs 41.05 lakhs towards Dividend tax.

SCHEME OF ARRANGEMENT :

Your Company had proposed a Scheme of Arrangement with members under section 78, section 100 and section 391 of the Companies Act, 1956 for undertaking financial restructuring exercise as reported in the last Director’s Report.

The Scheme was approved by the Members of the Company as well as by the Honble Gujarat High Court. The accounts presented before you are after giving effect of the Scheme.

SUBSIDIARY :

The disclosure on Themis Medicare Singapore Pte Ltd., a wholly owned subsidiary of the Company, as required u/s 212 of the Companies Act, 1956, is attached to this report. As there were no material operations in the overseas subsidiary Company in the past couple of years, your Directors have decided to close the subsidiary Company. An application for striking off the Company has been made to the appropriate Government authorities at Singapore.

CONSOLIDATED ACCOUNTS :

As per the requirements of Accounting Standard (AS 21 & AS 27) consolidated accounts are prepared and submitted to you consisting of your Company’s 49% interest in a Joint Venture Company.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

DIRECTORS :

- Mr. Mahesh Bhatt - Director passed away on 20th October, 2009. He was associated with your Company for many years. The Board places on record its sincere condolences to his family and appreciation for the yeomen services rendered by him during his association with the Company.

- In terms of Articles of Association of the Company as well as the requirements of the Companies Act, 1956, Shri Vijay Agarwal, Shri Humayun Dhanrajgir and Shri Shantibhai D. Patel who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

- Members are requested to appoint directors retiring by rotation.

- The terms of appointment of Dr. Dinesh S. Patel MD & CEO, Dr. Sachin D. Patel - Director - Business Development and Mrs. Jayshree D. Patel - Whole-time Director will expire on 28th June, 2010. It is proposed to re-appoint them on revised remuneration for a period of 5 years we.f 29th June, 2010. The appointment, remuneration, designation and other terms of appointment are approved by the Remuneration Committee as well as by the Board of Directors. Abstracts of terms of contract in appointment of the aforesaid three whole-time Directors as envisaged u/s 302 of the Companies Act,1956, is being sent to the Members separately. The Board recommends their appointment for Member’s approval.

MANAGEMENT DISCUSSION & ANALYSIS:

Operational Overview

- Themis constantly reviews its product market portfolio with the view to sustain its growth. The Company has driven fiscal growth by focusing on the following areas:

- Development of innovative - first-of-a- kind products to establish itself in India and Globally.

- Establish sound long-term partnerships with Indian and International companies to expand business.

- Development of a stronger manufacturing infrastructure.

- Creation of a superior Management Information System.

- Up-gradation, Expansion, Modernization of existing manufacturing facilities.

- Obtaining of international approvals for its plants.

- Establishment of Marketing Divisions as per therapeutic segments.

FIXED DEPOSITS :

During the year your Company accepted Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2010.

AUDITORS :

M/s. M. T. Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer them selves for re- appointment. Further, M/s. Ramanatham & Rao, Chartered Accountants, Branch Auditors for Artemis Biotech, a Division of the Company at Hyderabad retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer them selves for re- appointment.

The Members are requested to appoint the Auditors / Branch Auditors.

LABOUR :

During the year under review, relations with labour remained as it were last year.

GENERAL :

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the

Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES :

Particulars of employees as contemplated under Section 217(2A) of the Companies Act, 1956 is attached as Annexure I to this report.

AUDITORS REMARKS :

As regards remarks in the Auditors’ Report, the notes wherever referred to, are self- explanatory.

ACKNOWLEDGMENTS :

Your Directors take this opportunity to thank the Companys Bankers, Medical Profession, Foreign collaborators and Trade for their continued co-operation and patronage. The Directors also wish to record their appreciation to Companys personnel at all levels for their dedication, commitment and hard work.

For and on behalf of the Board of Directors Place: Mumbai H. N. Sinor Date : 27th April 2010 Chairman

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