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Gujarat Themis Biosyn Ltd.

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Gujarat Themis Biosyn Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

The Members,

The Directors of the Company are pleased to present report on Corporate Governance for the financial year ended 31st March, 2015.

PHILOSOPHY ON CODE OF GOVERNANCE

The Company has maintained high level of commitment towards effective Corporate Governance. The Company has over the years, apart from following the statutory requirements on Corporate Governance has initiated systems on transparency, disclosure, control, accountability, establishing trust with all stakeholders including the investors, employees, suppliers, customers and the medical profession at large. The Company is regularly guided by the professionals on the Board as well as the representatives of the foreign collaborators in evolving the culture to comply with the Code of Governance. The innovative ideas on transparency and Internal Control are being implemented with the Board approvals.

BOARD OF DIRECTORS

(A) Composition of the Board

The Board Directors to maintain the independence of the Board. The Company's Board comprises of Directors in accordance with the provision of the listing agreement on Corporate Governance. The Non-Executive Directors brings an external and wider perspective confirming therewith in depth business deliberations and decisions advantage. The Board represents an optimum mix of professionals, and experts.

The present strength of the Board is Eight Non-executive Directors comprising of Four Indian Independent Professional Directors, Two Directors represent Foreign Collaborators/Promoters, 2 Indian Promoter Directors. Mr. Hinesh Doshi was appointed as alternate director to Mr. J.H Choi wef. 28th March, 2015. He was earlier as Alternate Director to Mr. S.S. Lee.

• AUDIT COMMITTEE :

> Composition:

The terms of reference and powers of committee are in compliance with the provisions of clause 49 of the listing agreement on Corporate Governance and Section 177 of the Companies Act, 2013.

The Audit committee consists of Mr. Vijay Agarwal - Chairman, Dr. Sachin D Patel, Ms. Dharmishta N Raval and Mr. Siddharth Y. Kusumgar are the Members.

> Meetings:

The Committee met four times during the Financial Year 2014-15. The dates of Audit Committee meetings held during Financial Year 2014-15 are 14th May, 2014, 6th August, 2014, 4th November, 2014 & 6th February, 2015.

Mr. Siddharth Y Kusumgar was appointed as Member of Audit Committee on 28/05/2015.

-— Attendees:

The Statutory & Internal Auditors were invited to attend the meetings. Mr. Vikas Tarekar, Company Secretary acts as Secretary to the Audit Committee.

— The terms of reference of the Audit committee:

- The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

- Review and monitor the auditor's independence and performance, and effectiveness of audit process;

- Examination of Audited/Unaudited financial statements and Auditor's report/Limited Review Report thereon;

- Omnibus approval / ratification of transactions of the Company with related parties;

- Scrutiny of inter-corporate loans and investments; Valuation of undertakings or assets of the company, wherever it is necessary;

- Evaluation of internal financial controls and risk management systems;

- Monitoring the end use of funds raised through public offers and related matters;

• NOMINATION & REMUNERATION COMMITTEE:

> Composition:

Nomination & Remuneration Committee was constituted by the Board with Two Independent Directors & One Non­Executive Director.

The Company Secretary acts as the Secretary of the Committee.

> Meetings:

During the period under consideration, 3 (Three) Meetings of the Nomination & Remuneration Committee of the Company were held as follows:

- 14th May,2014

- 6th August, 2014

- 17th March, 2015

> Remuneration to Directors

None of the Directors draw any remuneration from the Company.

The Company has neither paid sitting fees nor any remuneration to Board Members for the financial year 2014-15. Further the Company has not paid any commission to any Board Members.

• STAKEHOLDERS RELATIONSHIP COMMITTEE

> Composition:

The Company has Investor Grievance Committee which is renamed and reconstituted as Stakeholders' Relationship Committee. The Stakeholders Relationship Committee was formed by the Board of Directors of the Company and had delegated the authority to approve transfer of shares and to attend to the other share transactions including transmission, transposition, split, consolidation and issue of duplicate share certificate so as to expedite the process relating thereto. The members of Shareholders Relationship Committee are Dr. Sachin Dinesh Patel - Chairman, Mr. Vijay Agarwal & Dr.Dinesh S Patel as the Members of the Committee.

> Meetings:

The Committee met 5 times during the Financial Year 2014-15. For some periods there were no share transfers, therefore the share transfer committee meetings were not held.

• Familiarization Programme for Independent Directors

All directors inducted to the board are introduced to our Company culture through appropriate orientation sessions. Presentation made by other directors and senior management to provide an overview of our operations, and to familiarize the new Independent directors with our operations. They are also introduced to our organization structure, our services, group structure and constitution, board procedures, matters reserved for the Boards, and our major risks and risk management strategy. They seek to enable the Independent Directors to understand the business and strategy, and leverage their expertise and experience to the maximum benefit of the Company. Details of programs conducted by the Company for the financial year 2014-2015 are available on the Company's website : www.gtbl.in  

Code of Conduct :

Whilst the Gujarat Themis Biosyn Ltd. Code of Conduct is applicable to the all Directors and employees of the Company, the Board has also adopted a Code of Conduct for Non-Executive Directors, which incorporates the duties of Independent Directors as laid down in Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, both of which are available on the Company's website.

All the Board members and Senior Management of the Company as on 31st March, 2015 have affirmed compliance with their respective Codes of Conduct. A declaration to this effect duly signed by the Managing Director, forms part of this report.

• Separate Meeting of Independent Directors:

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made there under, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. All independent directors of the Company shall strive to be present at such meeting. The meeting shall review the performance of non-independent directors and the Board as a whole, review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors, assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board has a separate meeting of independent directors to get updated on all business-related issues and new initiatives. At such meeting, the directors share points of view and leadership thoughts on relevant issues.

During the financial year 2014-2015, one meeting of Independent directors of the Company was held.

• Materially significant related party transactions:

The related party transactions in case of our Company are not materially significant which requires Members approval. However, the management, Audit Committee and the Board ensures such transactions are at arms length. The policy on related party transactions as approved by the Board is uploaded on the Company's website.

CEO/CFO Certification:

The Chief Executive Officer and the Chief Financial Officer of the Company have certified to the Board as required.

Compliance Officer

Mr. Jayapal K.

69/C, GIDC Industrial Estate,

Vapi – 396 195, Dist. Valsad,

Gujarat, India

Means of Communication

The Company publishes the quarterly and half yearly financial results in the daily news papers (English & Gujarati

editions) as required by the provisions of the listing agreement. Presently the Company does not have practice of mailing

half-yearly results to the shareholders. The Management discussions and Analysis Report forms part of Annual Report.

General Shareholders Information

Annual General Meeting

Date and time : 21st September, 2015 at 12.00 Noon

Venue : 69/C, GIDC Indl. Estate, Vapi 396 195, Dist. Valsad, Gujarat.

Tentative Financial Calendar (Subject to change) for the financial Year 2015-16

1st Quarterly Results : By 14th August, 2015

Half Yearly Results : By 14th November, 2015

3rd Quarterly Results : By 14th February, 2015

Annual Results : By 30th May, 2016

Dates of Book Closure

15th September, 2015 to 21st September, 2015 (both days inclusive).

Dividend Payment Date

The Company has not declared any dividend.

Listing on Stock Exchanges

The Company's Equity Shares are listed on BSE Limited. The Company has paid listing fee for the year 2015-16. (Website: www.bseindia.com )

Stock Code

Mumbai Stock Exchange : 506879

DEMAT ISIN No. for CDSL & NSDL : INE942C01029

Fixed / Public Deposit:

Your Company has not accepted any public deposits during the year

I) Registrar and Share Transfer Agent

M/s. Link Intime India Private Limited are the Registrar and Share Transfer Agents of the Company (R&T Agent). They deal with all matters pertaining to transfers, transmissions, subdivisions and consolidation of Company's securities and also correspondence for holdings in physical shares. It may be noted that the request for demat of shares should be made by the investors to their respective depository participants. There are no legal proceedings against the Company on any share transfer matter.

J) Address for correspondence

The addresses for correspondence are as under :

For Physical as well as Electronic form

Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mills Compound, Lal Bahadur Shastri Marg, Bhandup (West) Mumbai 400 078

Phone : 022 - 2594 6970 Fax : 022 - 2594 6969 E-mail : rnt.helpdesk@linkintime.co.in

For any other matter and unresolved complaints

69/C GIDC Industrial Estate, Vapi - 396 195, Dist. Valsad, Gujarat

Phone : 0260 - 2430027 Fax : 0260 - 2400639

E-mail : gtblmumbai@gtbl.in   accounts@gtbl.co.in   Website : www.gtbl.in  

Shareholders holding their shares in Electronic mode should address all their correspondence to their respective Depository Participants.

K) Share Transfer System

The Company's Registrar, M/s. Link Intime India Pvt. Ltd. has adequate infrastructure to process the share transfers. The Applications for transfer of shares received by the Company in physical form are processed and registered within 30 days of receipt of the documents valid in all respects. After such processing, the option of simultaneous dematerialisation of the shares is provided to the shareholders. Shares under objection are returned within a week's time. The share transfer committee meets on a need basis to consider the transfer application and other proposals relating to transmission, transposition, split, consolidation and issue of fresh share certificate. In case if there are no transfers in particular period, share transfer committee meetings were not held. In compliance with listing agreement, every six months, a practicing Company Secretary audit the system of transfer and a certificate to that effect is issued.

L) Dematerialisation of Shares

The equity shares of the Company are under compulsory dematerialized (demat) mode and are available for trading under National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As on 31st March 2015, a total of 14175594 Equity Shares of the Company forming 97.57% of the total paid up share capital stands dematerialized. All requests for dematerialization of shares are processed within the stipulated time. The identification allotted to the Company's equity shares is INE942C01029

Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity.

There are no outstanding GDRs / ADRs / Warrant or other instruments.

Details of Public funds obtained in the last three years :

No capital has been raised from Public during the last three years.

Plant Locations

Company's Plant is located at 69/C, GIDC Industrial Estate, Vapi - 396 195, Dist. Valsad, Gujarat.

COMPLIANCE

The Company has complied with mandatory requirements of Corporate Governance code as contained in clause 49 of the listing agreement. The Board would review the implementation of non-mandatory requirements of Corporate Governance code in due course of time. The certificate regarding compliance of corporate governance code for the financial year 2014-15 is annexed to this report.

For and on behalf of the Board of Directors

Sd/- Dr. Sachin D Patel Director

Sd/- Dr. Dinesh S Patel Chairman

Place : Mumbai

Date : 28/05/2015