Themis Medicare Ltd. — AGM Information 2018

Sep 7, 2018

TML/CS/2018-19

7'h September, 2018

The General Manager Listing Department BSE Limited. P. J. Towers, Dalal Street Mumbai-400001

The Vice President Listing Department, National Stock Exchange of India Ltd. "Exchange Plaza", Bandra - Kurla Complex, Bandra - East, Mumbai- 400 051

Ref: BSE Scrip Code: 530199 NSE Scrip Code: THEMISMED

Dear Sir/Madam,

Sub: Proceedings of 48th Annual General Meeting of Themis Medicare Limited held on 7th September, 2018.

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose gist of proceedings of 48th Annual General Meeting of the Company held on 7th September, 2018.

Kindly take the above intimation on your record.

Thanking You.

Yours Faithfully For Themis Medicare Limited

1...

Sangameshwar Iyer Company Secretary & Compliance Officer

Themis Medicare Limited

Corporate Office : 11112. Udyog Nagar, S. V. Road, Goregaon (West), Mumbai - 400 104. India Tel. : 91-22-6760 7080 • Fax: 91.22-6760 7070 /2874 6621 Regd, Office: Plot No. 69-A, G.I.D.C. Industrial Estate, Vapi- 396195, Gujaral. CIN No.: L241,10GJ1969PLC001590 • Tel/ Fax No.: Regd, Off.: 0260 2431447/2430219 • E-mail : themis@themismedicar_e.com • Website : www.the':'ismepicare.com

Sub- AGM Proceedings

Date, time and Venue of the Meeting:

The 43th Annual General Meeting of Them is Medicare Limited commenced at 10.30 am on Friday 7'h September, 2018 at the Registered Office of the Company at Plot No. 69-A, GIDC lndl. Estate, Vapi, Dist. Valsad, Gujarat- 396195. The meeting concluded at 11:00 am on same day.

Brief details of items deliberated at the Meeting and results thereof:

• 1. Shri. H. N. Sinor, Chairman of the Company, chaired the proceedings ofthe Meeting.
• 1. Thirty (30) Members were present in person or through representative for the Body Corporate.
• 1. The requisite quorum being present as per Section 103 of the Companies Act, 2013, the Chairman commenced the proceedings of the meeting.
• 1. Four (4) Directors were present to the Meeting including One (1) Independent Director One (1) Non- Executive Director.
• 1. Mr. Hoshang Sinor, Member of Audit & Risk Management Committee was present to attend meeting on behalf of the Audit & Risk Management Committee Chairman as per Regulation 18(1) (d) of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• 1. Mr. Raju P. Sardar, Proprietor of M/s. R. P. Sardar & Co. was present as per section 146 of the Companies Act, 2013.
• 1. The Chairman further informed that remote e-voting period had begun on Tuesday, 4th September, 2018 (9.00 am) and ended on Thursday 6th September, 2018 (5.00 pm).
• 1. CS. Shirish Shetye, Practicing Company Secretary, Secretarial Auditor, was present as required under the provisions of Secretarial Standards 2 on General Meeting. He was also appointed as Scrutinizer for conducting E-voting and poll at the Meeting.
• 1. On the request of Chairman, CS. Shirish Shetye, scrutinizer explained the procedure of voting through Ballot Paper (Polling Paper), which was made available to the members who were present at the Meeting and had not cast their votes by remote e-voting.
• 1. With the permission of the members, notice of the meeting was taken as read.

• 1. The Chairman instructed the Company Secretary to read the Secretarial Auditor's Report, which was accordingly read by the Company Secretary.
• 1. The Managing Director & CEO of the Company, on the request of the Chairman, updated the members present about the business activities of the Company.
• 1. The following items of business as set out in the Notice calling the Meeting were put for shareholders' approval:

ORDINARY BUSINESS:

• I. Consideration and adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31" March 2018, together with the Auditors' Report and Directors' Report thereon.
• II. Re-appointment of Mr. Rajneesh Anand (DIN 00134856) who retired by rotation and being eligible, offered himselffor re-appointment.

SPECIAL BUSINESS:

• Ill. Ratification of remuneration of M/s. B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai for the Financial year 2018-19.
• IV. To appoint Dr. Gabor Gulacsi (DIN: 06975242) as a Non Executive Director, liable to retile by rotation.
• V. Revision in Remuneration payable to Mrs. Jayshree D. Patel (DIN: 00033316) as a Whole-Time Director.
• VI. To accept deposits from Members and Public:
• VII. Continuation of Mr. Humayun Dhanrajgir (DIN: 00004006) as an Independent Director of the Company who has attained the age of Seventy-five years

The Chairman declared that the result of e-voting shall be disseminated to the Stock Exchanges and also uploaded on the website of the Company, within 48 hours of the conclusion of the Meeting.

Method of Approval:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 44 of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "listing Regulations"). the Company had provided remote e-voting facility to its members to cast votes electronically, on all the resolutions set out in the Notice.

Further, the facility for voting through Ballot Paper (Polling Paper) was made available to the members who were present at the Meeting and had not cast their votes by remote e-voting.

1. All the resolutions set out in the Notice calling the Annual General Meeting were passed with the requisite majority and are deemed to be passed on the date of the Annual General Meeting i.e. ?'h September, 2018.

For THEM IS MEDICARE LTD.

Place: Mumbai Date: 7'h September, 2018 Sangameshwar lyer

Company Secretary & Compliance Officer