DIRECTORS' REPORT

The Members,

Gujarat Themis Medicare Limited

Your Directors have pleasure in presenting herewith the 34th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015.

OPERATIONS:

Your Company's performance during the year was marginally better than the previous year, as the Company is doing Job Work for other Pharma Company with fixed contracted price. The production capacity was utilized to the maximum level during the both years. Your Company has generated cash profit during the year under review as well as in the previous year.

Your Company's major operations were from Job Work. During the period conversion charges recorded at Rs.3144.02 Lacs (previous year Rs.3023.03 Lacs). The operating Profit for the year is Rs.629.14 Lacs as compared to operating Profit of Rs. 652.27 Lacs for the previous year. The Net Profit recorded by the Company for the year is Rs.459.41 Lacs as compared to net profit of Rs. 452.59 Lacs in the previous year.

The Company proposes to carry the profit after tax of Rs. 459.41 Lacs for adjustment brought forward loses.

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 which affect the Balance Sheet.

BIFR

Your Company was referred to BIFR under Sick Industrial Companies (Special Provisions) Act, 1985 on 2nd June, 2008 and Registered under Case No. 67/2007. The Scheme of Rehabilitation was approved by BIFR on 12th January, 2012.

During the year, one of the promoters Pharmaceutical Business Group (India) Ltd. has offloaded 1423000 equity shares (9.79%) of Rs.5/- each fully paid up to public on 7th August, 2014 by way of offer for sale through Stock Exchange Mechanism. As a result, the Company has achieved minimum public shareholding of 25% in compliance with BIFR and SEBI orders.

Your Company has complied with all the requirements as per BIFR order and the performance of the Company is in line with the Scheme approved by the BIFR order dated 12th January, 2012.

Barring unforeseen circumstances, your Company expects positive net worth of the Company during the Financial year 2015-16 much before the period envisaged for positive net worth under Scheme approved by the BIFR.

SUBSIDIARIES

The Company does not have any subsidiary.

ASSOCIATES

The Company has two Associate Companies namely Themis Medicare Ltd., & Pharmaceutical Business Group (India) Ltd. The details of Associate Companies are given in Annexure I.

DIVIDEND:

In view of carry forward losses, your Directors do not recommend any dividend for the year under consideration.

TRANSFER TO RESERVES:

Due to Carry forward losses, your Board has not recommended transfer of any amount of profit to reserves during the year under review.

REVISION OF FINANCIAL STATEMENT:

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

FIXED 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.

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.

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.

STATEMENT UNDER SECTION 178

Your Company had 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 consider 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 2014-15, the Company has neither paid sitting fees nor paid any remuneration & commission to Board Members.

BOARD'S EXPLANATION ON AUDITORS' REPORTS:

I. Explanation On Statutory Auditors' Report

Observations of Statutory Auditors on Accounts for the year ended 31st March 2015: There are following qualifications, reservations or adverse remark or disclaimer made by the Statutory Auditors in respect of financial statement as on and for the year ended 31st March, 2015.

Following are the explanations for the Statutory Auditor's remarks in the Audit report. Point No.1 Regarding preparation of financial statement on going concern basis

The Company has made profit in the current and previous financial years. In the opinion of the Board there is no doubt about the Company's ability to continue as a going concern, hence these accounts are prepared on a going concern basis.

Point No.2 Regarding confirmation of balances

The Company does not foresee any major impact on the accounts of the Company due to non receipt of balance confirmation from the parties as stated in the auditor's report.

II. Explanation On Secretarial Auditors' Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Secretarial Audit Report for the financial year 2014-15 is given in Annexure II.

In respect of the observations made in the Secretarial Audit Report. Following are the explanations and comments offered by the Board.

Point No.1 Regarding non filing of certain forms with Registrar of Companies in respect of appointment of CS/CEO and Resignation of CEO.

The non filings of the certain forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the Company would ensure in future that all the provisions are complied with the fullest extent.

Point No.2 Regarding delay in appointing CFO & Independent Director.

The Company was searching-out the right candidates for the above and has already made such appointments after locating the right candidates.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or 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.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of transactions/contracts/arrangements entered by the Company with related parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in annual report.

All Related Party Transactions that were entered into during the financial year were at arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee and the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

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

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 Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement.

The current and the future transactions are/will not be deemed to be 'material' in nature as defined in the Act & Clause 49(VII) of the Listing Agreement as they do not exceed 10 per cent of the annual turnover of the Company based on future business projections.

Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions do not require approval of the members by way of a Special Resolution. 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.gtbl.in/investors/> policy on Related Party Transactions. The details of the transactions with related parties are provided in the accompanying financial statements.

The disclosure of particulars of contracts/arrangements entered into by the company with related parties for the financial year 2014­15 is given as Annexure III in Form No. AOC 2.

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.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year 2014-15 no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

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.

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.

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.

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.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

a) In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Dinesh S Patel (DIN: 00033273) & Mr. S.S. Lee (DIN: 01933988) Directors of the Company will retire by rotation at the forthcoming Annual General Meeting who being eligible, offers themselves for re-appointment. The Board recommends to the members the re-appointment of Dr. Dinesh S Patel and Mr. S.S. Lee as a Director liable to retirement by rotation.

b) Ms. Dharmishta N Raval (DIN: 02792246) is a Independent Director of the Company from 30th October, 2009, whose tenure of office was liable to be determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However, as per requirements of provisions of the Companies Act, 2013 and rules made there under, the Independent Directors are not liable to retire by rotation and are required to be appointed by Shareholders. Therefore it is proposed to appoint Ms. Dharmishta N Raval as an Independent Director for a term of five consecutive years from the conclusion of this AGM dated 21st September, 2015. The Board recommends to the members appointment of Ms. Dharmishta N Raval as Independent Director.

c) Dr. Vikram D. Sanghvi (DIN 06858267) and Mr. Siddharth Yogesh Kusumgar (DIN 01676799) were appointed as additional Directors (being Non-Executive Independent Directors) of the Company on 25th March, 2015 & 28th May, 2015 respectively to hold office upto the date of ensuing Annual General Meeting. The Company has received notices from shareholders along with requisite deposits proposing the candidature of Dr. Vikram D Sanghvi and Mr. Siddharth Yogesh Kusumgar for appointment as Independent Directors at the ensuing Annual General Meeting.

d) Mr. Hinesh Doshi (DIN: 00322805) was appointed as Alternate Director to Mr. J.H Choi from 25th March, 2015. Prior to this, Mr. Hinesh Doshi was Alternate Director to Mr. S.S. Lee.

KEY MANAGERIAL PERSONNEL

1. Mr. Bhudebendranath Tapas Guhathakurata was appointed as Chief Executive Officer of the Company on 07th August, 2014.

2. Mr. Bharat A Desai was appointed as Chief Financial Officer of the Company on 17th March, 2015

3. Mr. Vikas Tarekar was appointed as Company Secretary on 02nd July, 2014 DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

BOARD MEETINGS:

The Board of Directors met Six times during the financial year ended 31st March 2015 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 four months 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.

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, 2015, 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, 2015 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;

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Nomination and Remuneration Committee consists of Mr. Vijay Agarwal Chairman, Ms. Dharmishta N. Raval and Dr. Sachin D. Patel as the Members of the Committee.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment and payment of remuneration to the Directors of the Company are of Minimum Qualification, Positive Attributes, Independence & Experience.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of four directors and majority of the committee members are Independent directors.

1. Mr. Vijay Agarwal - Chairman

2. Ms. Dharmishta N Raval - Member

3. Mr. Siddharth Yogesh Kusumgar - Member

4. Dr. Sachin D Patel - Member

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Agreement entered into with the Stock Exchange.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Dr. Sachin D. Patel, Dr. Dinesh S. Patel and Mr. Vijay Agarwal.

Dr. Sachin D. Patel has been appointed as Chairman of the Stakeholders' Relationship Committee. The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

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.

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 www.gtbl.in <http://www.gtbl.in>

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

RISK MANAGEMENT POLICY:

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

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 not constituted the Corporate Social Responsibility (CSR) Committee as the Company is not crossing thresh hold limit for CSR spending.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Clause 49 of the Listing Agreement 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. A statement indicating the manner for evaluation of performance of the Board and its committee, individual Directors is attached with the Board Report as Annexure IV and forms part of this Report.

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 2014-15 and hence disclosure under this section is not applicable.

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

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

The Company does not have any holding / subsidiary company nor any remuneration / commission paid to the Directors.

APPOINTMENT OF AUDITORS:

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Khandelwal Jain & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act has been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of Khandelwal Jain & Co., Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

COST AUDITORS

As the Company is carrying on Job Work activity, as per the opinion taken on the provisions of Section 148 of the Companies Act, 2013, Cost Audit does not apply to the Company.

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 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure VI 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 VII 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 Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed as Annexure VIII and form part of this report.

d. Prevention of Sexual Harassment:

During the financial year ended 31st March, 2015 your Company has not received any complaint related to sexual harassment.

MANAGEMENT DISCUSSION & ANALYSIS:

Operational Overview:

Gujarat 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.

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

ACKNOWLEDGMENT

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

Sd/- Dr. Dinesh S Patel

Chairman

Place : Mumbai

Date : 28 May, 2015