Themis Medicare Ltd. — AGM Information 2021

Aug 25, 2021

TMLzL28: 202i 25' August ^{202 L}

Listihg Department, ListLhg DeporthLeh P. Jr Towers, DOIOL Street, "Exchdhge PLOZO"

BSE Limited, National Stock Exchange of India Ltd. Mumbai740000i BOhdrO « L<Lur|ct Complex; BOhdrd ^e East. Mumbai— 400 05L

Dear Sir/Madam,

Sub' Notice of 515' Annual General Meetinq of the CompanL

• Ref: ^L PectuiatLOh ³⁰ Of the SEBL {Listing OpLLgOtLOhs& Disclosure Redqemehts Pegulotions, 2OL5
• 2BSE Scrip Code: 530199
• .3. NSE Scrip Code: THEMLSMED

Pursuortt LO RegulatiOh ³⁰ Of 3EBL [Listihg OpLigotLOhs Ohd DLscLosure Qeduireh'tehts'L Regulatiorts ²⁰¹⁵ ("SEBL Lis'ihg RegulotiOhs") ids L'JLL'LGLWdedL read with 5ch edi Le LL ^O the SEBL Listing Regulations. Please tihd enclosed the Notice Qt 5L ' AGM or the 1,0 hpohy scheduled to be held Oh Saturday, September L8, 202i at L2z00 hOOh (LSLL through video Conterehce PVC") or Other Audio Visual Meahs ["OAVM'L, whicn IS also bet sent by electronic mode to the Members Of the Compdhyz

We reques^t you to kindly take the some Oh record,

Kihdly take the some Oh record ahd acknowledge receipt

Lhahkihg you

Yours Foithtuliy,

FOL Themis Medicare Limited.

Sangameshwar lyer Company Secretary& Compliance Officer Lt O/O

Themis Medicare Limited

Corporate Office: LL/i2, Udyog Nagar. 8. V. Road, Guregaor'. (WestL MLLLLLL'LaL 40L! 'LL'LL LLLLLLLL Tel. : 9122—6760 7080 - Fax : 91-22-6760 7070 2874 662t Head. Office : Plot No 09-A, ^G | DC industrial Estate, Vaprrr ³⁹⁰ 'LQSL, (imam [)lN No.: L241LOGJt969PL0001590 - Tel / Fax No.: Reqd. Off: 0260 243M4L' 213029 E~mai| : themrsrizithentlsmedicare com - Website : www LiteC'iLlSL'L mmare con

Notice to Members

NOTICE is hereby given that the 51th Annual General Meeting of the Members of THEMIS MEDICARE LIMITED will be held on Saturday, 18th September 2021 at 12:00 Noon through Video Conferencing ('VC")/ Other Audio Visual Means ("OAVM") to transact the following business :

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March 2021, together with the Auditors' Report and Directors' Report thereon.
• 1. To appoint a Director in place of Mr. Lajos Kovacs (DIN: 01297326) who retires by rotation and being eligible, offers himself for re-appointment.
• 1. To declare dividend for the financial year ended 31st March, 2021.

SPECIAL BUSINESS:

1. Ratification of Remuneration to Cost Auditor

To consider & if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment hereof, for the time being in force), remuneration of Rs. 2,69,000/ plus applicable taxes and reimbursement of out of pocket expenses (at actuals), as approved by the Board of Directors of the Company, payable to M/s. B.J.D. Nanabhoy & Co., Cost Accountants (Firm Registration No. 0011) Mumbai, conducting the cost audit of the cost accounts maintained by the Company in respect of bulk drugs and formulations for the financial year ended 31st March, 2022, be and is hereby ratified."

RESOLVED FURTHER THAT the Board of Directors

be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to this Resolution."

1. To Appoint Ms. Manjul Sandhu (DIN: 00330363), as an Independent Director of the Company.

To consider & if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (the "Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Manjul Sandhu (DIN : 00330363), who was appointed as an Additional Director by the Board of Directors with effect from 11th November, 2020 pursuant to provisions of Section 161 of the Act and who holds office upto the date of this Annual General Meeting but who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a Notice in writing from a member under Section 160(1) of the Act proposing her candidature for the office of a Director, be and is hereby appointed as a Nonexecutive Independent Director of the Company, not liable to retire by rotation, to hold office upto 5 (five) consecutive years w.e.f. 11th November, 2020".

6. Commission to Non-Executive Directors

To consider & if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V thereof and any other applicable provisions of the Companies Act, 2013 ('the Act') [including any statutory modification(s) or re-enactment(s) thereof for

the time being in force] and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, consent of the Company be and is hereby accorded for payment of commission to the Non-Executive Directors, including Independent Directors, of the Company (i.e., Directors other than the Managing Director and/or Whole Time Directors) to be determined by the Board of Directors for each of such Non-Executive Director for each financial year and distributed between such Directors in such a manner as the Board of Directors may from time to time determine within the overall maximum limit of 1% (one percent) of the net profits of the Company for that financial year w.e.f. 2020-21 computed in accordance with the provisions of Section 198 of the Act or such other percentage as may be specified by the Act from time to time in this regard."

RESOLVED FURTHER THAT in the event of inadequacy of profits or no profits, the Non-Executive Directors, including Independent Directors shall be paid remuneration in accordance with the provisions of Schedule V of the Companies Act, 2013.

"RESOLVED FURTHER THAT the above remuneration shall be in addition to fees payable to the Director(s) for attending the meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board of Directors and reimbursement of expenses for participation in the Board and other meetings."

1. To consider & if thought fit, to pass the following resolution as an Ordinary Resolution for increase in limit for related party transactions:

"RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, governing the Related Party Transactions and such other rules as may be applicable and amended from time to time, consent of the shareholders of the Company be and is hereby accorded to the below mentioned arrangement/transaction (including transfer of resource, service or obligation) hitherto entered or to be entered into by the Company;

Related Party Transaction u/s 188 of the Companies Act, 2013 read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)	Carpo Medical Limited, UK.
Regulations, 2015.*
Nature of Relationship	A wholly owned subsidiary of the Company.
Name of Interested Directors(s) / KMP(s)	Dr. Sachin D. Patel is a Director of CARPO Medical Limited
	Mrs. Jayshree D. Patel (Whole-Time Director)
	Dr. Dinesh S. Patel (Executive Vice Chairman)
	Mrs. Reena S. Patel Alternate Director
	are relatives of Dr. Sachin D. Patel
Sale, purchase of goods or materials or supply of services @	Upto Rs. 40 Crores

Terms and Conditions:

*The approval sought for entering into related party transactions shall be valid till the limits stated above are utilized and shall be at arm's length.

@ At market value for each such transaction in compliance with applicable laws including Domestic Transfer Pricing Guidelines.

RESOLVED FURTHER THAT the Board of Directors of the Company or any Committee of the Board

constituted thereof be authorised to do all such acts, deeds, matters and things, etc. as may be necessary or desirable including any negotiation/ re-negotiation/ modification/ amendments to or termination thereof, of the subsisting arrangements/ transactions or any future arrangements/ transactions and to make or receive/ pay monies in terms of such arrangements/ transactions;

RESOLVED FURTHER THAT consent of the Company be and is hereby accorded to the Board of Directors of the Company and/or a Committee thereof, to do or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties, doubts that may arise with regard to any transaction with the related parties and authorise any person (s) to severally execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving full effect to this resolution, in the best interest of the Company."

By order of the Board of Directors

SD/- Sangameshwar Iyer Company Secretary & Compliance Officer Membership No. A6818

Place : MUMBAI Date : 13th August, 2021 Regd. Office : Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, (Gujarat). CIN : L24110GJ1969PLC001590.

NOTES:

1. At the 47th AGM, M/s. R. P. Sardar & Co., Chartered Accountants (Firm Registration No. 109273W) were appointed as Statutory Auditors of the Company for a period of 5 years until the conclusion of the 52nd AGM of the Company. The ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7th May, 2018 issued by the Ministry of Corporate Affairs and accordingly, the item has not been included in the Ordinary Business of this AGM Notice.

MCA has issued General Circular No. 02/2021 dated January 13, 2021 allowing the Companies whose AGMs become due in the year 2021 to conduct the AGMs in accordance with the requirements provided in the General Circular 20/2020. SEBI has also issued Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 extending the relaxations announced in their circular cited above, till December 31, 2021.

• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated 05th May 2020 read with circulars dated 08th April 2020 and 13th April 2020 (collectively referred to as "MCA Circulars") permitted the holding Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies, Act 2013 (the Act)
• 1. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice.
• 1. Institutional/Corporate members Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution / Authorisation etc., authorising its representative to attend the Annual General Meeting through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution /Authorization shall be sent to the RTA by email at instameet@linkintime.co.in through their registered email address to with copies marked to the Company at cfoassist@themismedicare.com.
• 1. In terms of Section 152 of the Companies Act, 2013, Mr. Lajos Kovacs (DIN : 01297326), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends his re-appointment.
• 1. The details of the Directors seeking appointment / reappointment under item nos. 2 of this Notice, are provide in the annexure hereto in terms of Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings.
• 1. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto. The Board of Directors of the Company at its meeting held on 27th May,2021 considered that the special business from Item No 4,5,6 & 7 being considered unavoidable, be transacted at the 51st AGM of the Company.

• 1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• 1. Relevant documents referred to in the accompanying Notice and the Statements are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting.
• 1. The Company has notified closure of Register of Members and Share Transfer Books from Saturday, 11th September, 2021 to Saturday 18th September, 2021 both days inclusive, for taking record of the Members of the Company for the purpose of AGM and determining the names of the Members eligible for payment of dividend on equity shares for the financial year 2020-21, if declared at the AGM.
• 1. Members are informed that there is no dividend amount remaining unclaimed and due for transfer on to the Investor Education and Protection Fund [IEPF] established by the Central Government in terms of the Companies Act, 2013.

The Company has transferred the unpaid or unclaimed dividends declared up to financial year 2012-13, from time to time, to the Investor Education and Protection Fund (the IEPF) established by the Central Government.

Pursuant to the provisions of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already transferred all shares (in respect of which dividend has not been paid or claimed for seven consecutive years or more) to designated Demat Account of the IEPF Authority maintained with NSDL. Members who have so far not claimed or collected their dividends for the said period may claim their dividend and shares from the Investor Education and Protection Fund, by submitting an application in the prescribed form.

• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/Link Intime India Pvt. Ltd. (Company's Registrar & Share Transfer Agents) and complete their KYC formalities as mandated by law. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
• 1. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. Friday, 10th September,2021 may obtain the login ID and password by sending a request at helpdesk.evoting@cdslindia.com or rnt.helpdesk@linkintime.co.in

16. Registration of email ID and Bank Account details:

In case the shareholder's email ID is already registered with the Company/its Registrar & Share Transfer Agent "RTA"/Depositories, the log in details for e-voting are being sent on the registered email address.

In case the shareholder has not registered his/her/their email address with the Company/its RTA/ Depositories and have not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

a. In case of Shares held in Physical Mode:

The Shareholder may send a request quoting its Folio No. to RTA by email at rnt.helpdesk@linkintime. co.in

b. In the case of Shares held in Demat mode:

The shareholder may please contact the Depository Participant ("DP") and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated January 13, 2021 and January 15, 2021 respectively read with MCA Circulars and SEBI Circular dated 12th May, 2020, Notice of the 51st AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.themismedicare. com, websites of the Stock Exchanges i.e. BSE Limited and NSE Limited at www.bseindia.com and www. nseindia.com respectively, and on the website of CDSL at www.evotingindia.com Members who have not registered their email address with the Company can register the same by following the procedure as mentioned above in point 16. Post successful registration of email address, the member will receive the soft copy of the Notice of AGM and Annual Report.
• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Members can contact the Company or Company's Registrar and Share Transfer Agent, Link Intime for assistance in this regard.
• 1. If the dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend, subject to deduction of tax at source, will be made within 30 days of AGM i.e. on/after 18th September, 2021 as under: .
• a. To all Beneficial Owners in respect of shares held in dematerialised form as per the data as may be made available by the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL"), collectively "Depositories" whose names appear as beneficial owners as at the end of the business hours on Friday, 10th September, 2021.
• b. To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Friday, 10th September, 2021.
• c. Dividend warrants / demand drafts will be dispatched to the registered address of the shareholders who have not updated their bank account details, after normalization of the postal services.
• 1. Members may note that the Income Tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a company after April 1, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of dividend. In order to enable us to determine the appropriate TDS rate as applicable, members are requested to submit the following documents in accordance with the provisions of the IT Act.

21. For Resident Shareholders:

Taxes shall be deducted at source under Section 194 of the IT Act as follows:

Members having valid PAN		10% or as notified by the Government of India
	Members not having PAN /valid PAN	20% or as notified by the Government of India

No tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during FY 2021 does not exceed 5,000 and also in cases where members provide valid Form 15G/ Form 15H as subject to conditions specified in the IT Act. Resident shareholders may also submit any other document as prescribed under the IT Act to claim a lower/Nil withholding tax. Shareholder may also submit any other document as prescribed under the IT Act to claim a lower/Nil withholding tax. PAN is mandatory for members providing Form 15G/15H or any other document as mentioned above.

For Non-resident shareholders:

For non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 and other applicable sections of the IT Act, at the rates in force. The withholding tax shall be at the rate of 20% (plus applicable surcharge and cess) or as notified by the Government of India on the amount of dividend payable. However, as per Section 90 of the IT Act, non-resident shareholders have the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of such shareholders if they are more beneficial to them. For this purpose, i.e. to avail the benefits under the DTAA, non-resident shareholders need to provide the following:

• Copy of the PAN card allotted by the Indian Income Tax authorities duly attested by the shareholder
• Copy of Tax Residency Certificate (TRC) for the FY 2021 obtained from the revenue authorities of the country of tax residence, duly attested by shareholder
• Self-declaration in Form 10F
• Self-declaration by the shareholder of having no permanent establishment in India in accordance with the applicable tax treaty
• Self-declaration of beneficial ownership by the non-resident shareholder
• Any other documents as prescribed under the IT Act for lower withholding of taxes if applicable, duly attested by shareholder.

Kindly note that the Company is not obligated to apply beneficial tax treaty rates at the time of tax deduction / withholding on dividend amounts. Application of beneficial rate of tax treaty for the purpose of withholding taxes shall depend upon completeness and satisfactory review by the Company of the documents submitted by the non-resident shareholder.

In case of Foreign Institutional Investors/ Foreign Portfolio Investors, tax will be deducted under Section 196D of the IT Act @ 20% (plus applicable surcharge and cess).

The aforementioned documents are required to be submitted to Link Intime (India) Private Limited or the Company before Friday, 10th September, 2021.

• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its Members through CDSL e-voting system at www.evotingindia.com in respect of the business to be transacted at the AGM. The Company has engaged the services of Link Intime India Private Limited as the Agency to provide e-voting facility, for participation in the 51st AGM through VC/OAVM Facility and e-Voting during the 51st AGM.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice
• 1. The Board of Directors of the Company has appointed Mr. Shirish Shetye(FCS 1926) , Partner of M/s. SAV & Associates LLP, Practicing Company Secretaries, Mumbai as Scrutinizer to scrutinize the remote e-voting and E-voting at meeting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.
• 1. All correspondence relating to transmission of shares, change of address, dividend mandates etc. quoting their folio numbers should be sent to the Registrar & Transfer Agents (R&T Agents) only at their address: LINK INTIME INDIA PRIVATE LIMITED, C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083, Maharashtra, Tel: +91 22 49186200; Fax: +91 2224918619 Website: www.linkintime.co.in Email: rnt.helpdesk@linkintime.co.in

26. Instructions Of Shareholders For Remote E-Voting As Under:

• (i) The voting period begins on Tuesday, 14th September, 2021 at 9:00 am and ends on Friday, 17th September, 2021 at 5:00 pm During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 10th September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/ myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.
with CDSL	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
	3) If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration

	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available in www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not for IDeAS e-Services, option to register is available at https://eservices.
	nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual	You can also login using the login credentials of your demat account through your Depository
Shareholders (holding	Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected
securities	to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
in demat	feature. Click on company name or e-Voting service provider name and you will be redirected
mode) login	to e-Voting service provider website for casting your vote during the remote e-Voting period
through their	or joining virtual meeting & voting during the meeting.
Depository
Participants

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
• 1) The shareholders should log on to the e-voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 3) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
	• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
	• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

6) If you are a first-time user follow the steps given below:

• (vi) After entering these details appropriately, click on "SUBMIT" tab.
• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (ix) Click on the EVSN for the relevant (Themis Medicare Limited) on which you choose to vote.
• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xvi) Additional Facility for Non Individual Shareholders and Custodians For Remote Voting only.
• a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• d) The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• f) Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cfoassist@themismedicare.com,if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

27. Procedure for attending the Fifty First AGM Through VC / OAVM:

The Company is pleased to provide its members, the facility to attend the 51st Annual General Meeting THROUGH VC / OAVM. For this purpose, the Company has availed the INSTAMEET and INSTAVOTE services of Link Intime India Private Limited for facilitating its members to participate at the AGM and cast their votes electronically.

Facility for joining the Annual General Meeting through VC/OAVM shall open 30 (Thirty) minutes before the time scheduled for the Annual General Meeting. The login window for joining AGM shall be kept open till the expiry of 15 (fifteen) minutes after the schedule time.

Members are requested to participate on first come first serve basis as participation through VC/OAVM is limited and will be closed on expiry of 15 (fifteen) minutes from the scheduled time of the Annual General Meeting. Members with 2% or more shareholding, Promoters, Institutional Investors, Directors, KMPs, Chairpersons of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Auditors etc. may be allowed to join the meeting without restrictions of first come- first serve basis.

Members will be able to attend the AGM through VC / OAVM by following the procedure given below:

Open the internet browser and launch the URL: https://instameet.linkintime.co.in

• Select the "Company" and 'Event Date' and register with your following details:
• A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
  • Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
  • Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
  • Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
• C. Mobile No.: Enter your mobile number.
• D. Email ID: Enter your email id, as recorded with your DP/Company.
• Click "Go to Meeting" (You are now registered for InstaMeet and your attendance is marked for the meeting).

Members can log in and join 30 minutes prior to the schedule time of the AGM and window for joining the meeting shall be kept open till the expiry of 15 minutes after the scheduled time.

The Company shall provide VC/OAVM facility to Members to attend the AGM. The said facility will be available for 1000 Members on first come first served basis. This will not include large Members (i.e. Members with 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, chairpersons of the audit committee, nomination & remuneration committee and stakeholders' relationship committee, auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

Instructions for Shareholders/Members to Speak during the AGM through InstaMeet:

• 1. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the specific email id created for the general meeting.
• 1. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
• 1. Shareholders will receive "speaking serial number" once they mark attendance for the meeting.
• 1. Other shareholder may ask questions to the panelist, via active chat-board during the meeting.
• 1. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

28. Instructions for Shareholders to Vote during the AGM through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

• 1. On the Shareholders VC page, click on the link for e-Voting "Cast your vote"
• 1. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
• 1. After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.
• 1. Cast your vote by selecting appropriate option i.e. "Favour/Against" as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favour/Against'.
• 1. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on "Save". A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" and accordingly modify your vote.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET

For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

a. Please download and install the Webex application by clicking on the link https://www.webex.com/ downloads.html/

or

b. If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

Step 1	Enter your First Name, Last Name and Email ID and click on Join Now.
1 (A)	If you have already installed the Webex application on your device, join the meeting by clicking on Join Now
1 (B)	If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application.
	Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the application and join the meeting by clicking on Join Now

• 1. Shareholders present at the AGM through InstaMeet facility and who have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting from 12 Noon (IST) till the expiry of 15 minutes after the AGM is over. Shareholders who have voted through remote e-voting prior to the AGM will be eligible to attend/ participate in the AGM through InstaMeet. However, they will not be eligible to vote again during the meeting.
• 1. The shareholders can also access the Annual Report 2020-21 circulated to the Members of the Company and other information about the Company on Company's website i.e. www.themismedicare.com or on Stock Exchange websites i.e. www.bseindia.com. and www.nseindia.com.

By order of the Board of Directors

SD/- Sangameshwar Iyer Company Secretary & Compliance Officer Membership No. A6818

Place : MUMBAI Date : 13th August, 2021 Regd. Office : Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, (Gujarat). CIN : L24110GJ1969PLC001590.

Annexure to Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ("the Act")

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item No. 4:

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records of the applicable products of the Company.

On the recommendation of the Audit Committee at its meeting held on 27th May, 2021, the Board has, considered and approved the appointment of M/s. B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai as the Cost Auditor for the financial year 2021-22 at a remuneration of Rs. 2,69,000/- per annum (plus applicable taxes) and reimbursement of out of pocket expenses, if any, in connection with the Cost Audit.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise in this Resolution.

The Directors recommend the above resolution for passing by the shareholders.

Item No. 5:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Ms. Manjul Sandhu (DIN 00330363) as an Additional Director with effect from 11th November, 2020 under Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company. Ms. Manjul Sandhu holds office upto the date of this Annual General Meeting.

The Company has received a Notice from member in writing under Section 160 of the Act, proposing candidature of Ms. Manjul Sandhu for the office of Director.

Ms. Manjul Sandhu is a B.com Graduate and has passed the Intermediate examination of the Chartered Accountancy course. She is well known as Business Woman and has more than 20 years experience in Business field. Besides, she has a good knowledge of Finance, Accounts and Audit. Given her knowledge and experience, her appointment will add value to the Company.

Ms. Manjul Sandhu is on the Board of two Private Limited Companies. She does not hold by herself or for any other person on a beneficial basis, any shares in the Company.

Ms. Manjul Sandhu has given a declaration that she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. She is independent of the management of the Company.

In the opinion of the Board, Ms. Manjul Sandhu fulfils the conditions specified in the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") for her appointment as a Non-Executive Independent Director of the Company.

The Board recommends the resolution in relation to appointment of Ms. Manjul Sandhu as a Non-Executive Independent Director to hold office up to 5 (five) consecutive years w.e.f 11th November, 2020, for the approval by the members of the Company.

Except Ms. Manjul Sandhu, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the accompanying Notice.

Item No. 6:

As per the provisions of Section 197 the Companies Act, 2013 read with Schedule V thereof and the SEBI LODR, there needs to be in place a Special Resolution passed by the shareholders to enable a company to pay commission to its non-Executive Directors

The Board of Directors, on the recommendation of Nomination and Remuneration Committee considered it desirable that the Company causes an enabling shareholders' resolution to be passed in this regard

so that it can pay commission to its Non-Executive directors as and when it decides to pay the same.

Accordingly the Board hereby recommends to the shareholders passing of necessary Special Resolution for the payment of commission to the Non-Executive Directors including Independent Directors.

The above commission shall be in addition to fees payable to the Director(s) for attending meetings of the Board/Committees or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for participation in the Board and other meetings.

The Board recommends the Special Resolution set out at Item No. 6 of the Notice for approval by the members.

None of the Directors, Key Managerial Personnel or their respective relatives, are concerned or interested in the Resolution mentioned at Item No. 6 of the Notice, except the Non-executive and Independent Directors.

Item No. 7:

Pursuant to provisions of Section 188(1) of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, the Related Party Transactions as mentioned in clause (a) to (g) of the said Section requires a Company to obtain prior approval of the Board of Directors and subsequently the Shareholders of the Company by way of an Ordinary Resolution in case the value of the Related Party Transactions exceeds the stipulated thresholds prescribed in Rule 15(3) of the said Rules. Further, as required under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all material related party transactions other than as specified under Regulation 23 (5) of the said Regulations shall require approval of the shareholders through an Ordinary Resolution.

The Company, in the ordinary course of its business, regularly does the transactions with its related parties including that mentioned in the Notice on an arm's length basis. On basis of the same, the Company hereby proposes to seek shareholders' approval for the said transactions which can be material by way of an Ordinary Resolution under Section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to enable the Company to enter into Related Party Transactions in one or more tranches. The particulars of the Related Party Transaction(s), which are required to be stated in the Explanatory Statement, as per Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Related Party Transaction u/s 188 of the Companies Act, 2013 read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. *	Carpo Medical Limited. UK
Nature of Relationship	A e wholly owned subsidiary of the Company
Name of Interested Directors(s) / KMP(s)	Dr. Sachin D. Patel is a Director of CARPO Medical Limited
	Mrs. Jayshree D. Patel (Whole-Time Director)
	Dr. Dinesh S. Patel (Executive Vice Chairman)
	Mrs. Reena S. Patel Alternate Director
	are relatives of Dr. Sachin D.Patel
Sale, purchase of goods or materials or supply of services @	Upto Rs. 40 Crores

Terms and Conditions:

*The approval sought for entering into related party transactions shall be valid till the limits stated above are utilized and shall be at arm's length.

@ At market value for each such transaction in compliance with applicable laws including Domestic and International Transfer Pricing Guidelines.

Except for the Director(s) and Key Managerial Personnel whose names are mentioned hereinabove and their relatives none of the other Directors and/or any Key Managerial Personnel of the Company and/or their relatives is concerned or interested, financially or otherwise, in this resolution.

Although CARPO Medical Limited (CARPO) is a wholly owned subsidiary of the Company, this resolution is being proposed by way of abundant caution in the event CARPO ceases to be a wholly owned subsidiary of the Company.

Your Directors recommend the resolution set out at Item no. 7 to be passed as an Ordinary Resolution by the members.

This explanatory statement may also be regarded as a disclosure under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

By order of the Board of Directors

SD/- Sangameshwar Iyer Company Secretary & Compliance Officer Membership No. A6818

Place : MUMBAI Date : 13th August, 2021 Regd. Office : Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, (Gujarat). CIN : L24110GJ1969PLC001590.

Annexure to Items 2 of the Notice

Details of Directors seeking appointment and re-appointment at the forthcoming Annual General Meeting

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings]

Name of the Director	Mr. Lajos Kovacs	Ms. Manjul Sandhu
Date of Birth	30/08/1960	09/06/1965
Nationality	Hungary	Indian
Date of Appointment on the Board	26/03/1997	11/ 11/2020
Qualifications	Chemical Engineer	B.Com Graduate
Expertise in specific functional Area	R & D Management & over 37 years of industrial Manufacturing	20 years experience in Business field
Number of shares held in the Company	Nil	Nil
List of the directorships held in other companies	Richter Themis Medicare (India) Pvt. Ltd.	1. Meatrix Foods Private Ld. 2. Asma Services and Resources Private Limited.
Number of Board Meetings attended during the year	2	2
Chairman/ Member in the Committees of the Boards of companies in which he is Director*	NIL	NIL
Relationships between Directors inter se	NIL	NIL
Remuneration details	None	As regards remuneration; she is entitled to sitting fees. During the FY2020-21 she received sitting fees of Rs. 80,000/-
	* Committee memberships includes only Audit Committee and Stakeholders' Relationship Committee of Public Limited Company (Whether listed or not).