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Directors Report of Themis Medicare Ltd.

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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