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Zenith Healthcare Limited26th Annual Report 2019-2020NOTES:1.As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetingof the company shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA)vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No.20/ 2020 dated May 05, 2020. The forthcoming AGM will thus be held through video conferencing (VC) orother audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGMthrough VC/ OAVM.2.An Explanatory statement pursuant to Section 102(1) of the Act, relating to Special Business to betransacted at the AGM is annexed hereto.3.The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations andSecretarial Standard on General Meeting issued by the Institute of Company Secretaries of India, inrespect of Director seeking re-appointment at this AGM is annexed.4.Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and ShareTransfer Books of the Company will remain closed from Wednesday September 23, 2020 to Tuesday,September 29, 2020 (both days inclusive).5.Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend andvote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM isbeing held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has beendispensed with. Accordingly, the facility for appointment of proxies by the members will not be available forthe AGM and hence the Proxy Form and Attendance Slip are not annexed hereto.6.Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexedhereto7.Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of theCompanies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company isproviding facility to exercise their right to Vote on resolution purpose to be passed at the AGM byelectronic means (e-voting). Members may cast their votes remotely, using an electronic voting systemon the dates mentioned in this communication (‘remote-evoting’) will be provided by NSDL.8.The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time ofthe commencement of the Meeting by following the procedure mentioned in the Notice. The facility ofparticipation at the AGM through VC/OAVM will be made available to members.9.The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose ofascertaining the quorum under Section 103 of the Companies Act, 2013.10. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and castvote for the members is not available for this AGM. However, in pursuance of Section 112 and Section113 of the Companies Act, 2013, representatives of the members such as the President of India or theGovernor of a State or body corporate can attend the AGM through VC/OAVM and cast their votesthrough e- voting.11. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Noticecalling the AGM has been uploaded on the website of the Company at www.zenithhealthcare.com. TheNotice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited atwww.bseindia.com. The AGM Notice is also disseminated on the website of NSDL (agency for providingthe Remote e-Voting facility during pre AGM and e-voting system during the AGM) i.e.www.evoting.nsdl.com.12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent AccountNumber (PAN) by every Member as part of their KYC. Members holding shares in electronic form are,accordingly, requested to submit their PAN to the Depository Participants with whom they maintain theirDemat accounts. Members holding shares in physical form are requested to submit their PAN to theCompany’s Registrar and Share Transfer Agent, BIGSHARES SERVICES PVT. LTD.5 P a ge

Zenith Healthcare Limited26th Annual Report 2019-202013. The AGM has been convened through VC/OAVM in compliance with applicable provisions of theCompanies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No.17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.14. Members holding shares in physical mode and who have not registered/updated their email address andmobile number with the Company are requested to register/update the same writing to the Company withdetails of folio number and attaching a self-attested copy of PAN card to the Company’s Registrar ShareTransfer Agent Bigshare Services Pvt. Ltd.Members holding shares in dematerialized mode are requested to register/update their email address andmobile number with the respective Depository Participant(s).15. The Annual Report 2019-20 of the Company circulated to the Members of the Company, will be madeavailable on the Company’s website at www.zenithhealthcare.com and also on the website of the BombayStock Exchange at www. bseindia.com.THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:The remote e-voting period begins on September 26, 2020 at 10:00 A.M. and ends on September 28,2020 at 5:00 P.M. The remote e-voting will not be allowed after the aforesaid date and time and theremote e-voting module shall be disable by NSDL after expiry of the aforesaid period.Weblink to access remote e-voting URL: https://www.evoting.nsdl.com/How do I vote electronically using NSDL e-Voting system?The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/Step 2: Cast your vote electronically on NSDL e-Voting system.Details on Step 1 is mentioned below:How to Log-in to NSDL e-Voting website?1. 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.2. Once the home page of e-Voting system is launched, click on the icon “Login” which is availableunder ‘Shareholders’ section.3. A new screen will open. You will have to enter your User ID, your Password and a Verification Codeas shown on the screen.Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices afterusing your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your voteelectronically.4.Your User ID details are given below :Manner of holding shares i.e. Demat (NSDL or Your User ID is:CDSL) or Physicala) For Members who hold shares in demat8 Character DP ID followed by 8 Digit Client IDaccount with NSDL.For example if your DP ID is IN300*** and ClientID is 12****** then your user ID isIN300***12******.b) For Members who hold shares in demat16 Digit Beneficiary IDaccount with CDSL.For example if your Beneficiary ID is12************** then your user ID is12**************c) For Members holding shares in Physical EVEN Number followed by Folio NumberForm.registered with the companyFor example if folio number is 001*** and EVENis 101456 then user ID is 101456001***6 P a ge

Zenith Healthcare Limited5.6.7.8.9.26th Annual Report 2019-2020Your password details are given below:a) If you are already registered for e-Voting, then you can user your existing password to loginand cast your vote.b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initialpassword’ which was communicated to you. Once you retrieve your ‘initial password’, youneed to enter the ‘initial password’ and the system will force you to change your password.c) How to retrieve your ‘initial password’?(i) If your email ID is registered in your demat account or with the company, your ‘initialpassword’ is communicated to you on your email ID. Trace the email sent to youfrom NSDL from your mailbox. Open the email and open the attachment i.e. a .pdffile. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID forNSDL account, last 8 digits of client ID for CDSL account or folio number for sharesheld in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.(ii)If your email ID is not registered, please follow steps mentioned below in process forthose shareholders whose email ids are not registeredIf you are unable to retrieve or have not received the “ Initial password” or have forgotten yourpassword:a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account withNSDL or CDSL) option available on www.evoting.nsdl.com.b) Physical User Reset Password?” (If you are holding shares in physical mode) option availableon www.evoting.nsdl.com.c) If you are still unable to get the password by aforesaid two options, you can send a request [email protected] mentioning your demat account number/folio number, your PAN, your nameand your registered address.d) Members can also use the OTP (One Time Password) based login for casting the votes on thee-Voting system of NSDL.After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.Now, you will have to click on “Login” button.After you click on the “Login” button, Home page of e-Voting will open.Details on Step 2 is given below:How to cast your vote electronically on NSDL e-Voting system?1.After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on eVoting. Then, click on Active Voting Cycles.2.After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which youare holding shares and whose voting cycle is in active status.3.4.5.Select “EVEN” of company for which you wish to cast your vote.6.7.Upon confirmation, the message “Vote cast successfully” will be displayed.8.Once you confirm your vote on the resolution, you will not be allowed to modify your vote.Now you are ready for e-Voting as the Voting page opens.Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number ofshares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.You can also take the printout of the votes cast by you by clicking on the print option on theconfirmation page.7 P a ge

Zenith Healthcare Limited26th Annual Report 2019-2020General Guidelines for shareholders1Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scannedcopy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimensignature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mailto [email protected] with a copy marked to [email protected] is strongly recommended not to share your password with any other person and take utmost careto keep your password confidential. Login to the e-voting website will be disabled upon fiveunsuccessful attempts to key in the correct password. In such an event, you will need to go throughthe “Forgot User Details/Password?” or “Physical User Reset Password?” option available onwww.evoting.nsdl.com to reset the password.3.In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders ande-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com orcall on toll free no.: 1800-222-990 or send a request to (Ms. Soni Singh) at [email protected] for those shareholders whose email ids are not registered with the depositories for procuringuser id and password and registration of e mail ids for e-voting for the resolutions set out in thisnotice :1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scannedcopy of the share certificate (front and back), PAN (self attested scanned copy of PAN card),AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] case shares are held in demat mode, please provide DPID-CLID (16 digit DPID CLID or 16digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) [email protected] INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:1.2.3.4.The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above forremote e-voting.Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility andhave not casted their vote on the Resolutions through remote e-Voting and are otherwise not barredfrom doing so, shall be eligible to vote through e-Voting system in the AGM.Members who have voted through Remote e-Voting will be eligible to attend the AGM. However,they will not be eligible to vote at the AGM.The details of the person who may be contacted for any grievances connected with the facility for eVoting on the day of the AGM shall be the same person mentioned for Remote e-voting.INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:1.Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL eVoting system. Members may access the same at https://www.evoting.nsdl.com undershareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will beavailable in shareholder/members login where the EVEN of Company i.e. 113459 which will bedisplayed on the screen after login. Please note that the members who do not have the User IDand Password for e-Voting or have forgotten the User ID and Password may retrieve the same byfollowing the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Furthermembers can also use the OTP based login for logging into the e-Voting system of NSDL.2.Members are encouraged to join the Meeting through Laptops for better experience.3.Further Members will be required to allow Camera and use Internet with a good speed to avoid anydisturbance during the meeting.4.Please note that Participants Connecting from Mobile Devices or Tablets or through Laptopconnecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in theirrespective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigateany kind of aforesaid glitches.8 P a ge

Zenith Healthcare Limited5.26th Annual Report 2019-2020Members seeking any information with regards to the accounts or any matter to be placed at theAGM, are requested to write placed to the Company on or before Monday September 21, 2020through e-mail on [email protected]. The same will be replied by the Company suitably.Members are requested to carefully read all the Notes set out in the Notice of the AGM and inparticular, instruction for joining the AGM, manner of casting vote through remote e-voting orthrough e-voting during the AGM.BRIEF RESUME OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE 26thANNUAL GENERAL MEETING(Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015)Agenda Item No.2NAME OF DIRECTORMrs. Neela Mahendra Raycha (DIN 01258479)Date of Appointment13.03.2001Date of Birth28.12.1962Qualification and experience in She is Science Graduate and having expertise in Qualityspecific functional areacontrol and product development.Qualification : B.Sc. L.L.B.Directorship held in other Ray Remedies Pvt. Ltd.companies*Membership / Chairmanships of NILCommittee in other PublicCompaniesRelationships between directors Spouse of CMD & Mother of JMDinter seShareholding of non-executive 1261712directorANNEXURE TO THE NOTICEExplanatory Statement[Pursuant to Section 102(1) of the Companies Act, 2013]The following explanatory statement sets out all material facts relating to various Business includingSpecial Business of the accompanying Notice of the Annual General Meeting to be held on 26thSeptember, 2019.Item No. 4 : To approve the re-appointment of Mr. Mahendra C. Raycha (DIN 00577647) as aManaging Director of the CompanyMr. Mahendra C. Raycha has over more than 3 decade of rich business experience in leading andmanaging business across the India and globe to enhance performance. The current term of Mr.Mahendra C. Raycha came to an end on March 31, 2020. The Board of Directors at its meeting held onFebruary 14, 2020 based on the recommendation of the Nomination and Remuneration Committee hadapproved the reappointment of Mr. Mahendra C. Raycha as a Managing Director of the Company for aperiod of 3 years with effect from April 01, 2020, subject to approval of shareholders, with a remunerationas detailed in the resolution.The details of Mr. Mahendra C. Raycha as required under the provisions of Regulation 36(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions areprovided in Annexure - A to this Notice.None of the Directors, Key Managerial Personnel and relatives thereof other than Mrs. Neela M. Raycha,Mr. Akshit M. Raycha and Mr. Atul Thakkar has any concern or interest, financial or otherwise, in theresolution at Item No. 4 of this Notice.9 P a ge

Zenith Healthcare Limited26th Annual Report 2019-2020ANNEXURE-A TO THE NOTICEExplanatory StatementThe Statement of disclosures pursuant to Secretarial Standard-2 on General Meetings andRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, asamended, is as under:Agenda Item No.NAME OF DIRECTORDate of AppointmentDate of BirthQualificationandexperience in specificfunctional areaDirectorship held inother companies*Membership/ChairmanshipsofCommittee in otherPublic CompaniesRelationshipsbetweendirectorsinter seShareholdingofDirector4Mr. Mahendra C. Raycha (DIN 00577647)01.04.201505.10.1953More than 3 decade of rich business experience.B.com, CA1.2.3.Zenith Life care Pvt. Ltd.Zenith Medicine Pvt. Ltd.Ray Remedies Pvt. Ltd.NILNeela M. Raycha (Non-Executive Director) – WifeAkshit M. Raycha (Joint Managing Director) – SonAtul M. Thakkar (Non-Executive Director) – Brother-In-law1. Mahendra Raycha – 66040002. Mahendra Raycha HUF - 5129500Dated: August 28, 2020Registered Office :504, Iscon Elegance,Nr. Ananddham Jain Derasar,Prahladnagar Cross Road,S.G. Road, Ahmedabad – 380 015CIN No. : L2431GJ1994PLC023574By Order of the BoardFor, Zenith Healthcare LtdSd/Mihir Satishkumar Shah,Company SecretaryTel. No. : (91 079) 66168889/90/40095550Fax No. : (91 079) 66168891Email : mahendr[email protected],Website : www.zenithhealthcare.com10 P a g e

Zenith Healthcare Limited26th Annual Report 2019-2020BOARD’S REPORTToThe Members,Your Directors are pleased to present 26th Annual Report and the company’s audited financial statement for the financial yearended March 31, 2020.FINANCIAL RESULTS: The Company’s financial performance for the year ended March 31, 2020 is summarized below:(Amount in Rs.)Year ended on31st March 2020ParticularsRevenue from OperationsYear ended on31st March 782Provision for Depreciation25453922470036Profit /(Loss) before Exceptional Item & Tax58496381654916Add: Exceptional Items--Profit/(Loss) Before Tax58496381654916Less: Provision for Tax235000320000Add: Deffered Tax (Assets)/liabilities(42015)(30083)Net Profit/(Loss) after Tax56566531364999Net Profit/(Loss) carried to Balance Sheet56566531364999Other IncomeTotal RevenueYEAR UNDER REVIEW :During the year under review, the Company has achieved revenue from operations to the tune of Rs. 122794441 againstRs. 100387782 in the previous year. The Profit of the year is Rs. 5656653 for the current year as against the Profit of Rs.1346999 of the previous year.TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013Rs. 5656653/- has been transferred to General Reserve during the year.DIVIDENDThe Company has not recommended any dividend for current year.IMPACT OFTHE COVID-19In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments toenforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health andwell-being of all employees, and on minimizing disruption to services for all our customers. The switch to work from homefor employees was carried out seamlessly to work remotely and securely upto 31.03.2020. This response has reinforcedcustomer and employee confidence in Zenith Healthcare Limited and many of them have expressed their appreciationand gratitude for keeping their businesses running under most challenging conditions.Although there are uncertainties, Zenith Healthcare Limited as always involved in public service, started mass productionof Sanitizers, Sanitizer Sprays and Wipes at a reasonable rate to serve the nation in these trying times. With it’s positiveoutlook, innovative business model and work commitment even in these uncertain time due to the pandemic, theCompany is anticipating to navigate the challenges ahead and gain better momentum in the near future.MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORTCovid-19 pandemic is something that no one has planned for it,. As the lockdown started in last week of March, OurFinancial Year 2019-20 had negligible effect of it and thenafter Q1 of Financial Year 2020-21, saw lockdown across Indiafor almost more than 60 days.11 P a g e

Zenith Healthcare Limited26th Annual Report 2019-2020As we had assumed that this will last long, our first priority was safety of our team. Our team has a ESIC cover since long.At the same time the Company had Insured our Team with Covid-19 Mediclaim coverage as per IRDA notification coveredCovid cases.Our Factory was operational after first week of April

Zenith Healthcare Limited 26th Annual Report 2019-2020 3 P a g e NOTICE NOTICE is hereby given to the Members of Zenith Healthcare Limited that 26th Annual General Meeting of the Members of the Company will be held on Tuesday, the 29th September, 2020 at 10.30 A.M. through video conferencing or ot