Gujarat Themis Biosyn Ltd Directors Report.

The Members,

Gujarat Themis Biosyn Limited

Your Directors have pleasure in presenting herewith the 39th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2020.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Companys performance during the year ended 31st March, 2020 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)

Particular For the financial year ended 31st March, 2020 For the financial year ended 31st March, 2019
Income 8682.86 4,326.38
Less: Expenses 5557.19 3,506.82
Profit/ (Loss) before tax 3125.66 819.56
Current Tax 763.55 87.00
Deferred tax (5.35) 91.66
Profit after Tax 2367.46 640.90

b. OPERATIONS:

Your Companys performance during the year in terms of Turnover and Profit was substantially better than the previous year. Your Company which was doing Job Work for other Pharma Company(ies) with fixed a contracted price changed its business model during the year under review. The change in business model has helped the Company to report a good financial performance. The Net Profit after Tax increased by 269.39% to Rs 2367.46 Lakhs as compared to Rs.640.90 Lakhs in the previous year. The production capacity was utilized to the maximum level during both the years.

Your Companys major operations were from Sale of finished products. During the period, sale of finished products recorded at Rs. 6769.19 Lakhs (previous year Rs. 107.75 Lakhs) registering increase in sale. The Company also earned Rs. 1782.50 Lakhs (Previous year Rs 3,982.61Lakhs) from conversion charges during the year ended 31st March, 2020. The Net Profit after tax recorded by the Company for the year under review is Rs. 2367.46 Lakhs as compared to net profit of Rs. 640.90Lakhs during previous year registering an increase of 269.39%.

c. SUBSIDIARIES

The Company does not have any subsidiary.

d. ASSOCIATES

The Company does not have any Associate Company.

e. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.65/- (One Rupee Sixty Five Paisa Only) per equity share

of Rs. 5/- each (i.e. @ 33% per share) for the financial year ended 31st March, 2020. The dividend payment is subject to the approval of Members at the ensuing Annual General Meeting and be paid to the Members/Beneficial holders as on Book Closure date fixed for the said purpose.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend.

f. TRANSFER TO RESERVES:

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

g. REVISION OF FINANCIAL STATEMENT:

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

h. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

2. DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT, 2013:

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

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

The Board has received declaration from the Independent Directors under section 149(6) of the Companies Act, 2013 that they are not otherwise disqualified to be Independent Directors. The Board further States that all the Independent Directors are persons of integrity and possesses relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

4. STATEMENT UNDER SECTION 178

Your Company has Constituted Nomination and Remuneration Committee as well as Stakeholder Relation Committee as contemplated 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.

During the financial year 2019-20, the Company has paid sitting fees to the Independent Directors only for attending Board and Audit Committee meetings.

Policy on Nomination and Appointment of Directors/Criteria for appointment of Senior Management 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.

5. BOARDS EXPLANATION ON AUDITORS REPORTS:

I. Explanation on Statutory Auditors Report

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, 2020.

II. Explanation on Secretarial Auditors Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. KRS& Co., Practicing Company Secretaries were appointed to conduct Secretarial Audit and issue Report for the financial year 2019-20.

Secretarial Audit Report issued by M/s. KRS & Co., Practicing Company Secretaries in Form MR-3 for the financial year 2019-20 forms part to this report.The report of the secretarial Auditor is annexed to this report as Annexure III. The Secretarial Audit report for the financial year 2019-20 contains the following observation of the Secretarial Auditor and the Management reply for the same is as under:

Sr. No. Secretarial Auditors Observation Management reply
1. The provisions of Corporate Social Responsibility (CSR) are applicable to the Company. However it is observed that for the financial year 2019-20, the company has not spent at least 2% of the average net profits made during three immediately preceding financial years in pursuance of its Corporate Responsibility Policy on CSR activity as required under the provisions of Section 135(5) of the Companies Act, 2013, The Company was required to spend Rs. 12 lakhs as CSR Expenditure during the financial year 2019-20, however due to COVID-19 lockdown and related constraints the Company couldnt spend the amount upto 31st March,2020. However as on date of this report, Company has spent Rs.4.00 lakhs towards activities providing relief to victims affected due to COVID 19 which qualifies for CSR and proposes to spend the balance amount going forward.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or given guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by Company are given in the notes to the financial statements.

7. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company in the ordinary course of its business, enters into transactions for purchase and sale of goods, materials & services, other obligations from Related Parties within the meaning of Section 2(76) of the Act and Regulation 23 of the SEBI (LODR), Regulations, 2015.

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. All related party transactions were placed for the approval before the Audit Committee / Board / Shareholders wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material 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 details of the transactions with related parties are also provided in the accompanying financial statements.

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

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 Companys website at the link: http://www.gtbl.in/wp-content/uploads/2015/08/Related-Party-Policy.pdf

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

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

9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year 2019-20 no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

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

The Company has not issued any shares with differential rights and hence no information is provided 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.

11. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review 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.

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

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided 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. During the year, the Company took steps to introduce an Employees Stock Option Scheme subject to necessary compliances and shareholders approval. The shareholders have approved the introduction of the Scheme as on the date of this report.

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

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

14. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES IN BOARD OF DIRECTORS.

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

In accordance with the provisions of the Companies Act, 2013 andthe Articles of Association of the Company, Mr. Sisung Lee (DIN: 01933988), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends to the members the re-appointment of Mr. Sisung Lee (DIN: 01933988) as Director in the ensuing Annual General Meeting of the Company.

Necessary ordinary Resolution for the reappointment of Mr. Sisung Lee (DIN: 01933988) is included in the Notice convening the ensuing Annual General Meeting.

1) Re-appointment of Dr. Vikram D. Sanghvi (DIN:06858267) and Mr. Siddharth Yogesh Kusumgar (DIN: 01676799) as Independent Directors for a second term of five consecutive years, in terms of Section 149 and other applicable provisions of the Companies Act, 2013.

On recommendation of Nomination and Remuneration, the Board recommend to the members the re-appointment of Dr. Vikram D Sanghvi (DIN: 06858267) and Mr. Siddharth Yogesh Kusumgar (DIN : 01676799) as Independent Directors of the Company for a second term of five years commencing from 21st September, 2020 in the ensuing Annual General Meeting of the Company.

Necessary resolution for the reappointment of Dr. Vikram D Sanghvi (DIN: 06858267) and Mr. Siddharth Yogesh Kusumgar (DIN :01676799) is included in the Notice convening the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed/re-appointed, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the Notice convening the ensuing AGM

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year, Mr. Abhishek D. Buddhadev had tendered his resignation as the Whole-time Company Secretary and Compliance Officer of the Company w.e.f. November 15, 2019. To fill the said vacancy, the Board of Directors, on recommendation of the Nomination & Remuneration Committee, in their meeting held on February 07,2020 had appointed Mr. Parag K. Bodha as the Company Secretary and Compliance Officer designated as Key Managerial Personnel with immediate effect.

BOARD MEETINGS:

The Board of Directors met four times during the financial year ended on 31st March, 2020 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The Meetings of the Board of Directors are held at regular intervals of not more than one hundred and twenty days in Mumbai or at other places in India as per the convenience of the Directors. These are generally scheduled well in advance. The Board meets at least once a Quarter to review the Performance and Financial Results of the Company. All the major decisions are taken at the Board meeting wherein directors are provided with all material information. The Senior Executives of the Company are invited to attend the Board meeting and provide clarifications as and when required.

DIRECTORS 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, 2020, 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 departures 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, 2020 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;

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.

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 31stMarch, 2020:

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.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and 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.

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

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

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

The said Policy is available on the website of the Company at http://www.gtbl.in/wp-content/uploads/2019/04/GTBL-Vigil- Mechanism-or-Whistle-Blower-Policv.pdf

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT:

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

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of theCompanies Act,2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, relating to Corporate Social Responsibility became applicable to the Company during the year under review i.e. 2019-20.

Accordingly, the Company constituted a Corporate Social Responsibility Committee and took further necessary steps including formulation of CSR Policy in compliance with the said provisions.

As per the provisions, the Company was required to spend Rs. 12 lakhs being 2% of its average net profit for the previous three years during the financial year 2019-20.

Towards this end, the Company had taken all steps to identify projects, beneficiaries and to devise a mechanism to implement its CSR Policy.

However, due to COVID 19 lockdown and related constraints, the Company could not spend the said amount during the financial year under review with the result; the Company carried forward the said unspent amount to the next financial year.

Your Directors are pleased to inform you as on date of this report, the Company has spent Rs.4.00 lakhs towards activities providing relief to victims affected due to COVID 19 which qualify for CSR and proposes to spend the balance amount going forward.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure VII to this Report.

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

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Provision of the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board at its meeting held on 7th February, 2020 has carried out an annual evaluation of its own performance, 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 and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

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 other 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 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.

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

The Company has not paid any remuneration to the Directors during the financial year 2019-20 and hence disclosure under this section is not applicable.

However, in respect of Key Managerial Personnel the disclosure is attached as Annexure IV.

15. AUDITORS:

STATUTORY AUDITORS

M/s. GMJ & Co., Chartered Accountants (Firm Registration No.103429W),the Statutory Auditors of the Company, were appointed by the members at the 36th Annual General Meeting (AGM) to hold such office till conclusion of the 41stAGM subject to ratification of their appointment by the members at every intervening AGM held after 36thAGM.

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. GMJ & Co., Chartered Accountants will continue to hold office till conclusion of the 41st AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 36th AGM.

16. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at 31st March, 2020 is attached below as Annexure I and is also uploaded on the website of the Company and can be accessed at https:// www.gtbl.in

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 V which forms part of this Report.

c. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Auditors of your Company 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 with the Stock Exchanges, are enclosed as a separate section and a part of this report in Annexure VI.

d. PREVENTION OF SEXUAL HARASSMENT:

During the financial year ended 31st March, 2020 your Company has not received any complaint related to sexual harassment.

e. COST RECORDS

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the Company.

f. SECRETARIAL STANDARDS:

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

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

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report. However the impact of COVID-19 on the Financial Statements of the Company, has been given in the Notes to Financial Statement for the Year ended 31st March 2020.

17. MANAGEMENT DISCUSSION & ANALYSIS:

Cautionary Statement:

The statements in the "Management Discussion and Analysis Report" describe your Companys objectives, projections, estimates and expectations which may be "forward-looking statements" within the meaning of the applicable laws and regulations. The actual results could differ materially from those expressed or implied, depending upon the economic and climatic conditions, government policies, taxation and other laws and other incidental factors.

Financial Overview:

The financial performance of the Company for the financial year ended 31st March, 2020, is as follows:

Total revenue from operations stood at Rs. 85.12 Crores for the year ended 31st March, 2020, as against Rs. 41.05 Crores for the corresponding previous period, an increase of 107%, mainly on account of transition in the business model from contract manufacturing to manufacture and sales model.

The cost of raw materials rendered for the financial year ended 31st March, 2020 was Rs.15.44 Crores as against Rs. 0.34 Crores for the corresponding previous period. Raw material expenditure increased due to change in business model. In the contract manufacturing model, the direct raw materials were supplied by the partner. After shift to manufacture and sale model the Company started procuring raw materials directly.

The EBIDTA (earnings before interest, depreciation and tax, excluding other income) was Rs.31.84 Crore for the year ended 31st March, 2020, as against Rs. 7.33 Crore for the corresponding previous period, an increase of 334%.

The finance cost for the financial year ended 31st March, 2020 was Rs.0.92 Crore as against Rs.0.13 Crore for the corresponding previous period.

The PAT (profit after tax) was Rs.23.67 Crores for the year ended 31st March, 2020, as against Rs. 6.41 Crores for the corresponding previous period, an increase of 270%.

Resources and Liquidity:

The cash and cash equivalents at the end of 31st March, 2020 were Rs. 0.86 Crore. The net debt to equity ratio of the Company stood at 0.06 as on 31st March, 2020.

Business category wise performance:

The Company operates in one segment i.e. pharmaceuticals. The results of the Company under review depict business growth during the period. The Company is presently manufacturing Rifamycin S, which is an intermediate for manufacturing the drug Rifampicin (Anti biotic used for the treatment of several types of bacterial infections, including tuberculosis, Mycobacterium avium complex, leprosy, and Legionnaires disease.) and Rifamycin O, which is an intermediate for manufacturing the drug Rifaximin (Antibiotic used for treatment of travelers diarrhea, irritable bowel syndrome, and hepatic encephalopathy).

Risk & Concerns:

The business of the 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. Risks, liabilities and losses are part and parcel of any industry and need to be tackled through well forecasted strategies and actions. The government policies are creating new risks for domestic market by including new molecules to the price control umbrella and also the issuing ban on various Fixed Dose Combinations.

Opportunities & Threats:

The Indian pharmaceutical industry is well-positioned to reinforce its position as a global pharmaceutical provider. As per industry estimates, Indias Pharmaceutical Industry is expected to expand at a CAGR of 12.89% over 2015-20 to reach USD 55 billion and by 2025 to grow to USD 100 billion. With rising income levels, growing health awareness and better access to healthcare, emerging markets like the one in India offer significant growth potential for the pharmaceutical industry.

The pharma business related with basic human needs and introduction of innovative and cost-effective medicines enjoys maximum opportunities in a densely populated country like India.

Availability of sub-standards and substitute products in the market, fierce competition are major threats to the business stability for a small size Company like ours. However, the management is taking all necessary steps and continuously adopting the strategy not only to stand in the market but to perform impressively under the current scenario.

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

Indian pharma companies will face competition from big pharma companies, backed by huge financial muscle. Generic drugs offer a cost-effective alternative to drugs innovators and significant savings to customers. The rapid transmission of COVID-19 virus across the globe will have a huge impact on business in Q1 of FY21.

Internal control system and adequacy:

The Company ensures the orderly and efficient conduct of its business, including adherence to companys 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. 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.

Outlook:

The global API market witnessed steady growth in terms of volume and value despite disruptions from the conventional supplier base i.e. China and India which impacted API availability and economics across the globe and it is expected that this trend will continue. There are very few companies which have the expertise in the field of fermentation. Many products manufactured by fermentation are not made in India. The countrys needs are met through imports. GTBL is in the process of identifying products which have good domestic and export potential. The Company also has plans to establish a new R&D lab to take care of technological developments for new products that are being identified for global markets.

OPERATIONAL OVERVIEW:

Your Company 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.

(a) Industry structure and developments:

Indian economy was one of the fastest growing economies during the Financial Year 2019-20, despite the growth rate being lower than the previous year. Higher growth was witnessed in sectors such as construction, financial services, real-estate and utilities, whereas, pharmaceutical sector grew at a lower rate. For the next fiscal year, Indian economy is expected to grow at a healthy pace, supported by increase in consumption and investments.

India enjoys an important position in the global pharmaceuticals sector. The country also has a large pool of scientists and engineers who have the potential to steer the industry ahead to an even higher level.Indian pharmaceutical sector industry supplies over 50 per cent of global demand for various vaccines, 40 per cent of generic demand in the US and 25 per cent of all medicines in UK.Going forward, better growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic diseases.

The Indian government has taken many steps to reduce costs and bring down healthcare expenses. In addition, the thrust on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies. 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:

The Union Cabinet has given its nod for the amendment of the existing Foreign Direct Investment (FDI) policy in the pharmaceutical sector in order to allow FDI up to 100 per cent under the automatic route for manufacturing of medical devices subject to certain conditions. In November 2019, Cabinet approved the extension/renewal of the extant Pharmaceuticals Purchase Policy (PPP) with the same terms and conditions while adding one additional product namely, Alcoholic Hand Disinfectant (AHD) to the existing list of 103 medicines till the final closure/strategic disinvestment of the Pharma CPSUs.

Under Budget 2020-21, allocation to the Ministry of Health and Family Welfare is Rs.65,012 crore (US$ 9.30 billion). The government has allocated Rs.34,115 crore (US$ 4.88 billion) towards the National Health Mission under which rural and urban people will get benefited.

Rs.6,400 crore (US$ 915.72 million) has been allocated to health insurance scheme Ayushman Bharat - Pradhan Mantri Jan Arogya Yojana (AB PMJAY). The National Health Protection Scheme is largest government funded healthcare programme in the world, which is expected to benefit 100 million poor families in the country by providing a cover of up to Rs 5 lakh (US$ 7,723.2) per family per year for secondary and tertiary care hospitalisation. The programme was announced in Union Budget 2018-19.

The Government of India is planning to set up an electronic platform to regulate online pharmacies under a new policy, in order to stop any misuse due to easy availability. The Government of India unveiled Pharma Vision 2020 aimed at making India a global leader in end-to-end drug manufacture. Approval time for new facilities has been reduced to boost investments.

The government introduced mechanisms such as the Drug Price Control Order and the National Pharmaceutical Pricing Authority to deal with the issue of affordability and availability of medicines.

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

Also the Company has changed its business model from contract manufacturing to supply model during the financial year 2019-20 and has led to increased growth in top line and profitability of the Company. Your Company is fully aware of its capabilities and strengths and is going ahead with hand holding strategy with Pharmaceutical majors.

Indian pharma companies will face competition from big pharma 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 operate in single segment i.e. pharmaceuticals. The results of the Company under review depict business growth during the period.

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

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

The Net Profit after Tax increased by 269.39% compared to previous year. The production capacity was utilized to the maximum level during the year. Your Company has generated profit during the year under review as well as in the previous year.

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

The core of the Human Resource philosophy at Gujarat Themis Biosyn Ltd. is empowering human resources towards achievement of company aspirations. Your Company has a diverse mix of youth and experience which nurtures the business. As on 31st March, 2020 the total employee strength was 101.

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

Sr.No Particulars 2019-20 2018-19
1 Debtors Turnover ( in days) 87 52
2 Inventory Turnover (in days) 195 94
3 Interest Coverage Ratio 36.77 83.70
4 Current Ratio 3.81 1.40
5 Debt Equity Ratio 0.19 0.32
6 Operating Profit Margin (%) 38% 20%
7 Net Profit Margin (%) 37% 20%

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

Financial year 2019-20 2018-19
Return on net worth (%) 56% 35%

The Return on net worth increased during the year 2019-20 as compared to previous year 2018-19 because of increase net profit from 640.90 Lakhs in 2018-19 to Rs 2367.46 Lakhs in year 2019-20.

18. ACKNOWLEDGEMENT:

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by Union Bank of India, all the Employees, Yuhan Corporation, Indian promoters, Dept. of Chemical & Petrochemical and various other Government authorities.

For and on behalf of the Board of Directors
Place: Mumbai Dr. Dinesh S Patel
Date: 18th May, 2020 Chairman
DIN: 00033273