The Directors have pleasure in presenting the 41st Annual Report
 together with the Audited Statement/ of Accounts for the year ended
 31st March, 2011.
 
 Financial Results
 
 The results for the year ended 31st March, 2011 are summarized below:
 
                                                        (Rs. in lacs)
 
 Particulars                                       2010-11    2009-10
 
 Profit / (Loss)before
 Depreciation and tax                              1537.00    2311.42
 
 Less: Depreciation                                 513.60     522.00
 
 Profit / (Loss) before Tax                        1023.40    1789.42
 
 Less: Provision for Taxation 
       Current  Tax (MAT)                                -          -
       Deferred Tax                                (15.05)    (17.56)
 
 Profit / (Loss) after Tax                         1038.45    1806.98
 
 Add/ (Less): Net Adjustments in respect 
 of earlier years.                                 (24.71)     (5.15)
 
 Excess/(short) Provision for tax
 in respect of earlier years                             -      64.67
 
 Balance brought forward from
 previous year                                      455.08   (828.85)
 
 Amount available for
 appropriation                                     1468.82    1037.65
 
 Less: Final Dividend                               241.52     241.52
 
 Less: Dividend Tax                                  39.69      41.05
 
 Less: Transfer to General
 Reserve                                            300.00     300.00
 
 Balance carried forward                            887.61     455.08
 
 Operations:
 
 Sales / Income from operations at Rs.23971 lakhs, increased by 9.68% as
 compared to the previous years sale of Rs.21855.54 lakhs. Your Company
 has recorded profit after tax and prior years adjustments Rs 1013.74
 lakhs as against profit of Rs. 1866.50 lakhs in the previous year.
 
 Business Achievements / Developments
 
 - The year witnessed substantial shift in ratio of business activities
 from API to Formulation, the latter contributing 43% of the turnover
 against 31% in the previous year.
 
 - Within Formulation business domestic trade business increased by 64%
 and co-marketing by 56%.  
 
 - Your Company continued its philosophy of introduction of new research
 based products in various therapeutic segments. We abide by this
 philosophy and will continue with same strength in coming years also.
 
 - During the year your Hyderabad manufacturing facility was conferred
 with EUGMP accreditation.
 
 Directors Responsibility Statement:
 
 In view of the provisions of Section 217 (2AA) of the Companies Act,
 1956, your Directors state that in preparation of the Annual Accounts
 for the year ended 31.03.2011:-
 
 i) The applicable accounting standards have been followed by the
 Company.
 
 ii) The accounting policies adopted and applied consistently, in the
 opinion of the Directors are reasonable and prudent and gives true and
 fair view of the state of affairs of the Company at the end of the
 financial year and of the profit of the Company for the year under
 review.
 
 iii) Proper and sufficient care was taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 iv) Accounts have been prepared on a going concern basis.
 
 Details of Directors seeking appointment / re-appointment at the 41st
 Annual General Meeting pursuant to Clause 49 of the Listing Agreement.
 
 Name of the Director    Dr. Lazlo Kovacs    Mr. Erik Bogsch
 
 Date of Birth           14.02.1944          31.10.1947
 
 Date of appointment     09.08.2008          09.12.2009
 
 Expertise in specific   International       R & D
 functional areas        Commerce and        Management &
                         Marketing           Manufacturing
 
 Qualifications          Ph.D. in            Chemical
                         Economic Science    Engineer
 
 List of Companies       -                   -
 (Excluding foreign 
 and private Ltd.  
 Companies) in
 which outside 
 Directorship 
 held as on 
 31st March, 2011
 
 Chairman / Member       -                   -
 of the Committees 
 of the Board of 
 the Companies on
 which he is a 
 director as on 
 31st March 2011.
 
 Name of the Director    Mr. Hoshang N. Sinor
 
 Date of Birth           05.12.1944
 
 Date of appointment     09.12.2009
 
 Expertise in specific   Banking & Finance at Senior Management Level
 functional areas
 
 Qualification           B.Com LLB
 
 list of Companies       1.  3i Infotech Ltd.
 (Excluding foreign      2.  ICICI Venture Funds Management Company Ltd
 and private Ltd.        3.ICICI Lombard General Insurance Company Ltd.
 Comapnies) in which     4.CRISIL
 outside Directorship    5.Sahara India Financial Corporation Ltd
 held as on              6.Tata Capital Ltd.
 31st March,2011         7.Tata Motor Finance Ltd.
                         8.Tata Investments Corporation Ltd.
                         9.Zorastrian Cooperative Bank Ltd.
                         10.Tata Capital Financial Services Ltd.
 
 Chairman/Member         1.  Chairman
 of the Committees       Audit Committee:
 of the Board of the     a.  CRISIL
 Companies on which he   b.  Tata Investment Corporation Ltd.
 is a director as on     c.  Zorastrian Cooperative Bank Ltd^
 31st March 2011         d.  Tata Motor Finance Ltd.
 
                         2. Membership
 
                         Audit Committee:
 
                         a.  ICICI Venture Funds Management Company Ltd.
 
                         b.  ICICI Lombard General/Insurance Company Ltd
 
                         c.  Sahara India Financial Corporation Ltd.
 
                         d.  Tata Capital Ltd.
 
                         e.  Themis Medicare Ltd.
 
 DIVIDEND :
 
 Your Directors have recommended a dividend of 30% (Previous year - 30%)
 which will absorb Rs 241.52 lakhs and Rs 39.69 lakhs towards Dividend
 tax.
 
 SUBSIDIARIES :
 
 During the year under review a Private Ltd Subsidiary Company in the
 name and style of Themis Lifestyle Pvt. Ltd was incorporated on 3rd
 November, 2010 and another Public Ltd Subsidiary Company in the name
 and style of Artemis Biotech Ltd. was incorporated on 14th January
 2011. However there are no business transactions in the subsidiary
 Companies till 31st March, 2011.
 
 CONSOLIDATED ACCOUNTS :
 
 As required by Clause 49 of the Listing Agreement, a detailed Report on
 Corporate Governance is annexed to this Report.
 
 CORPORATE GOVERNANCE :
 
 As required by Clause 49 of the Listing Agreement, a detailed Report on
 Corporate Governance is annexed to this Report.
 
 DIRECTORS :
 
 - Shri. Shantilal D. Patel - Chairman Emeritus left for his heavenly
 abode on 22nd February, 2011.  Shri Shantilal Patel, a pioneer in
 Indian Pharmaceuticals Business was the promoter / founder of Themis
 Medicare Ltd and was associated with the company right from its
 inception. He always guided and supported the management, staff and
 workers with his vast experience to grow the business of the Company to
 its present level. The Board places on record its sincere appreciation
 for the yeomen services rendered by him.
 
 - At the Board Meeting held on 3rd May, 2011, Mrs. Jayshree D. Patel
 Whole Time Director requested the board to relieve her from the present
 responsibilities, due to personal reasons.  The Board, with much
 reluctance, agreed to relieve her as a Whole Time Director, however
 made a request to her to guide the Company as a Consultant. The Board
 places on record the contribution made by Mrs.  Jayshree D. Patel
 during her tenure as a Whole Time Director.
 
 - In terms of Articles of Association of the Company as well as the
 requirements of the Companies Act, 1956, Dr.  Laszlo Kovacs, Mr.  Erik
 Bogsch and Shri Hoshang N. Sinor who retire by rotation at the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 Members are requested to appoint directors retiring by rotation.  
 
 - The Company has made applications to the Central Government for
 waiver of excess remuneration paid to Dr. Dinesh Patel (for the year
 2008-09 & 2009-10), Mrs. Jayshree D. Patel and Dr. Sachin D. Patel (for
 the year 2009-10.) Further for the year under review similar
 application is being made for waiver of excess remuneration paid due to
 inadequacy of profits.
 
 MANAGEMENT DISCUSSION & ANALYSIS: Operational Overview
 
 Themis constantly reviews its product market portfolio with the view to
 sustain its growth. The Company has driven fiscal growth by focusing on
 the following areas:
 
 - Development of innovative - first-of-a-kind products to establish
 itself in India and Globally.
 
 - Establish sound long-term partnerships with Indian and International
 companies to expand business.
 
 - Development of a stronger manufacturing infrastructure.
 
 - Creation of a superior Management Information System.
 
 - Up-gradation, Expansion, Modernization of existing manufacturing
 facilities.
 
 - Obtaining of international approvals for its plants.
 
 - Establishment of Marketing Divisions as per therapeutic segments.
 
 FIXED DEPOSITS :
 
 During the year your Company accepted Public Deposits in terms of
 section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules,
 1975. The Company does not have any unpaid deposits as at 31st March,
 2011
 
 AUDITORS :
 
 M/s.  M.  T Ankleshwaria & Co., Chartered Accountants retires at the
 conclusion of the forthcoming Annual General Meeting and being
 eligible, offer themselves for re-appointment.  The Members are
 requested to appoint the Auditors.
 
 LABOUR :
 
 During the year under review, relations with labour remained as it were
 last year.
 
 GENERAL :
 
 Statement giving particulars relating to conservation of energy,
 technology absorption and foreign exchange earnings and outgo as
 required under section 217(1)(e) of the Companies Act, 1956 is annexed.
 
 PARTICULARS OF EMPLOYEES:
 
 Particulars of employees as contemplated under Section 217(2A) of the
 Companies Act, 1956 is attached as Annexure I to this report.
 
 AUDITORS REMARKS:
 
 As regards remarks in the Auditors Report, the notes wherever referred
 to, are self-explanatory.
 
 ACKNOWLEDGMENTS:
 
 Your Directors take this opportunity to thank the Companys Bankers,
 Medical Profession, Foreign collaborators and Trade for their continued
 co- operation and patronage. The Directors also wish to record their
 appreciation to Companys personnel at all levels for their dedication,
 commitment and hard work.
 
                            For and on behalf of the Board of Directors
 
                                                            H. N. Sinor
                                                               Chairman
 
 Place: MUMBAI.  
 Dated: 3rd May, 2011