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Lincoln Pharmaceuticals Ltd.

BSE: 531633 Sector: Health care
NSE: LINCOLN ISIN Code: INE405C01035
BSE 00:00 | 24 Jun 283.25 0.65
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NSE 00:00 | 24 Jun 283.00 0.15
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OPEN 284.90
PREVIOUS CLOSE 282.60
VOLUME 14418
52-Week high 414.75
52-Week low 255.00
P/E 8.18
Mkt Cap.(Rs cr) 567
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 284.90
CLOSE 282.60
VOLUME 14418
52-Week high 414.75
52-Week low 255.00
P/E 8.18
Mkt Cap.(Rs cr) 567
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lincoln Pharmaceuticals Ltd. (LINCOLN) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 27th (TwentySeventh) Annual Report of the Lincoln Pharmaceuticals Limited ("the Company" or"LPL') together with the audited financial statements for the financial year endedMarch 312021.

In compliance with the applicable provisions of Companies Act 2013(including any statutory modification(s) or reenactments) thereof for time being inforce) ("the Act") and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") this report covers the financial results and other developments duringthe financial year ended March 31 2021 in respect of LPL.

FINANCIAL AND OPERATIONAL HIGHLIGHTS:

The financial performance of the company for the financial year endedMarch 31 2021 are summarised below:-

(Rs in Lakhs)

Particulars Standalone Consolidated
March 31 2021 March 31 2020 March 31 2021 March 31 2020
Revenue from Operations 41305.52 37608.83 42418.55 38649.05
Other income 676.61 1213.09 566.39 1104.02
Total Income 41982.13 38821.92 42984.94 39753.07
Profit before Depreciation Finance Costs and Taxation 8811.61 7149.96 9284.27 7657.64
Less: Depreciation (566.59) (546.94) (756.03) (732.62)
Less: Finance Cost (143.78) (198.36) (156.19) (201.76)
Profit before Taxation 8101.24 6404.66 8372.05 6723.26
Less: Tax Expenses (2060.63) (1448.30) (2147.08) (1576.61)
Profit after Tax 6040.61 4956.36 6224.97 5146.65
Other Comprehensive Income 5.21 (43.94) 1.91 (46.18)
Total comprehensive income for the year 6045.82 4912.42 6226.88 5099.98

COVID-19:

The outbreak of corona virus (COVID-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. The Company isengaged in the business of manufacturing and developing affordable and innovativemedicines for healthier lives. Company is working relentlessly to minimize disruptions inthe production and supply schedules to serve the society in this unprecedented pandemicsituation therefore impact on the company's operations and revenue have not beenmaterially impacted so far due to COVID-19.

Further the substantive economic package announced by Prime Ministerrecently could revive the downturn in economy to a great extent. The COVID - 19 impactremains a serious concern for governments and industries. The Company has implementedstandard operating procedures of maintaining social distancing norms workplacesanitisation and employee health monitoring and these are being followed strictly atmanufacturing location and its registered office. Company has also taken variousinitiatives focusing on safeguarding workforce' health.

STATE OF COMPANY'S AFFAIRS / OPERATIONS:

The Highlights of the company's performance (standalone) for the yearended March 31 2021 are as under:

The Company reports 9.83% rise in the revenue from operations of Rs41305.52 Lakhs (Domestic Rs 15568.29 Lakhs and Exports Rs 25737.23 Lakhs) as against Rs37608.83 Lakhs (Domestic Rs 15908.41 Lakhs and Exports Rs 21700.42 Lakhs) in theprevious year. EBITDA for the year was Rs 8811.61 Lakhs (increase 23.24%) as against Rs7149.96 Lakhs in the previous year. The profit after tax has increased to Rs 6040.61Lakhs on a standalone basis as against profit after tax of Rs 4956.36 Lakhs in previousyear representing growth rate of 21.88% during the financial year ended March 31 2021.EPS for the year was rS 30.20 (increase 21.88%) per share as compared to Rs 24.78 in theprevious year. Detailed working on operation of the Company as provided in the managementdiscussion and analysis report as forms part of these Annual Report.

The Company continues with its rigorous cost-optimization initiativesand efficiency improvements which have resulted in significant savings through continuedfocus on cost controls process efficiencies and product / formulation innovations thatexceed ultimate consumer expectations in all areas enabling the Company to maintainprofitable growth in the healthy economic scenario.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the section 133 of the Act and theSEBI Listing Regulations read with IND AS - 110 - consolidated financial statement theconsolidated audited financial statement for the financial year ended March 31 2021 formspart of these annual report.

CREDIT RATING:

The Company's financial discipline and prudence is reflected in thestrong credit ratings ascribed by rating agency. The details of credit ratings for longterm bank loan facilities and short term bank loan facilities have been upgraded to ICRAA outlook stable and ICRA A1 respectively.

DIVIDEND AND RESERVES:

Your company has an uninterrupted dividend payment history andconsidering the financial performance for the financial year ended March 31 2021 TheBoard of Directors has recommended a dividend of Rs 1.50/- (Rupees one and fifty paiseonly) per equity share of face value of Rs 10/- each (i.e. 15%) for the financial yearended March 31 2021 [Previous Year directors have approved and declared interim dividendof Rs 1.50 (Rupees one and fifty paise only) per equity share (i.e. 15%)]. Dividend issubject to approval of members at the ensuing annual general meeting ("AGM) and shallbe subject to deduction of income tax at source.

Regulation 43A of the SEBI Listing Regulations as amended by the SEBI(Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations 2016makes it mandatory for the top one thousand listed entities based on market capitalization(calculated as on March 31 of immediate previous financial year) shall formulate adividend distribution policy. In compliance with the provisions of Regulation 43A of theSEBI Listing Regulations the Board of Directors of the Company at its meeting held on May25 2021 has approved and adopted the dividend distribution policy of the Company. Thepolicy inter alia lays down various parameters relating to declaration / recommendationof dividend. The dividend distribution policy of the company is available on the websiteof Company and can be accessed at www.lincolnpharma.com.

During the year under review your company has transferred a sum of Rs50.00 Lakhs to the general reserve out of the amount available for appropriation for thefinancial year ended March 31 2021 (Previous Year transferred a sum of Rs 50.00 Lakhs wastransferred to general reserve).

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTIONFUND (IEPF):

In accordance with the provisions of sections 124 and 125 of the Actand Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") dividends of the company which remain unpaid or unclaimedfor a period consecutive seven years from the date of transfer to the unpaid dividendaccount shall be transferred by the company to the Investor Education and Protection Fund("IEPF").

In terms of the foregoing provisions of the Act the company willtransfer outstanding unpaid or unclaimed dividend and corresponding shares for thefinancial year 2013-2014 to the IEPF authorities during the year under review.

CHANGE IN SHARE CAPITAL:

During the year under review the Company has not altered / modifiedthe authorised share capital of the Company. The paid-up share capital of the company ason March 31 2021 was Rs 200000000/- divided into 20000000 equity shares of Rs 10/-each fully paid up and there has been no change in the capital structure of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Appointment / Re-Appointment:

In accordance with the provisions of Section 152 of the Act and therules framed there under Mr. Hashmukh I. Patel and Mr. Munjal M. Patel Whole TimeDirectors of the Company retire by rotation at the ensuing AGM and they being eligibleoffer themselves for re-appointment. The board recommends their re-appointment.

2. Key Managerial Personnel:

During the year under review there is no change in the key managerialpersonnel of the company. In terms of Sections 203 of the Act the key managerialpersonnel of the Company are:-

1. Mr. Mahendra G. Patel - Managing Director
2. Mr. Darshit A. Shah - Chief Financial Officer
3. Mr. Niren A. Desai - Company Secretary & Compliance Officer

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from all theindependent directors of the Company in accordance with the Section 149 (7) of the Act andRegulation 16 (1) (b) and 25 (8) of the SEBI Listing Regulations confirming that they meetthe criteria of independence prescribed under the Act and the SEBI Listing Regulations andthey have registered their names in the independent directors' databank.

In the opinion of the board there has been no change in thecircumstances which may affect their status as independent directors and the board issatisfied of the integrity expertise and experience (including proficiency in terms ofSection 150 (1) of the Act and applicable rules thereunder) to all independent directorson the board.

PERFORMANCE EVALUATION OF THE BOARD AS WHOLE COMMITTEE AND INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Act and the SEBI ListingRegulations the Board has carried out an annual evaluation of its own performance andthat of its Committees as well as performance of the Directors individually. Feedback wassought by way of a structured questionnaire covering various aspects of the board'sfunctioning such as adequacy of the composition of the board and its committees boardculture execution and performance of specific duties obligations and governance and theevaluation was carried out based on responses received from the directors.

The evaluation is performed by the board nomination and remunerationcommittee and independent directors with specific focus on the performance and effectivefunctioning of the Board and individual directors. In line with SEBI Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 the Company adopted the criteriarecommended by the SEBI. The performance evaluation of the chairman and non-independentdirectors was also carried out by the independent directors. The performance of thedirectors the board as a whole and committee of the board were found to be satisfactory.

CHANGE(S) IN THE NATURE OF BUSINESS:

During the financial year ended March 31 2021 there has been nochange in the Company's nature of business.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Pursuant to the requirements of Section 134 and 178 (3) of the Act anomination and remuneration committee formulated and adopted policy on appointment andremuneration of directors key managerial personnel and senior management of the Company.The said policy is also available on the website of the Company and can be accessed atwww.lincolnpharma.com/wp-content/uploads/2014/11/ Nomination-and-Remuneration-Policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134 (3) (c) of the Act thedirectors state that:

a) in the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) t he directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year on March 31 2021 and of the profit of the Company for the year underreview;

c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

NUMBER OF MEETINGS OF THE BOARD:

The board evaluates all the decisions on a collective consensus. Thedetails of the number of meetings of the board of directors held during the financial yearended March 31 2021 and the attendance of the directors have been furnished in thecorporate governance report forming a part of these annual report.

SECRETARIAL STANDARDS:

The Company has followed the applicable secretarial standards issued bythe Institute of Company Secretaries of India (ICSI).

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The corporate governance guide the conduct of affairs of your Companyand clearly delineates the roles responsibilities and authorities at each level of itsgovernance structure and key functionaries involved in governance. The code of conduct forsenior management and employees of your Company (the Code of Conduct) commits managementto financial and accounting policies systems and processes. The corporate governance andthe code of conduct stand widely communicated across your Company at all times. YourCompany's financial statements are prepared on the basis of the significant accountingpolicies that are carefully selected by management and approved by the audit committee andthe board. These accounting policies are reviewed and updated from time to time.

Your Company has in place adequate internal financial controls withreference to the financial statements commensurate with the size scale and complexity ofits operations. The Board of Directors of the Company are responsible for ensuring thatinternal financial controls have been laid down in the Company and such controls areadequate and operating effectively. The board has adopted the policies and procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures etc. Systems and procedures are periodicallyreviewed to keep pace with the growing size and complexity of your company's operations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

There are no material changes and commitments affecting the financialposition of the Company which occurred between the financial year ended March 31 2021 towhich the financial statements relates and the date of signing of this report.

DEPOSITS:

The Company has not accepted any deposits from the public in terms ofSection 73 and 74 and Chapter V of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. Hence no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to provision of the Section 186 of the Act Company have notgiven any guarantee or provided any security during the year under review. The details ofloans and investment have been disclosed in notes to the financial statements.

SUBSIDIARY COMPANIES:

As per the provisions of Section 129 of the Act read with Rule 5 ofCompanies (Accounts) Rules 2014 a separate statement containing the salient features ofthe financial statements of the subsidiary companies / associate companies / jointventures is provided in Form AOC - 1 as forms part of this directors' report (Annexure -1). The audited financial statements of subsidiaries are available on the website of theCompany and can be accessed at www. lincolnpharma.com.

• During the year under review Savebux Enterprises PrivateLimited wholly owned subsidiary of the company has received an order from Hon'ble NCLTfor dissolution of the Company on March 26 2021 under Section 59 of the Insolvency andBankruptcy Code 2016. Accordingly the said Company stands dissolved w.e.f. March 032021 i.e. the date of passing of the order.

• During the year under review the Company has filled petitionwith Hon'ble National Company Law Tribunal (NCLT) Ahmedabad Bench for approve of thescheme of amalgamation of Lincoln Parenteral Limited ("Transferor Company") withLincoln Pharmaceuticals Limited ("Transferee Company") and their respectiveShareholders and Creditors the matter is being under consideration and hearing is pendingbefore the NCLT.

INSURANCE:

The Company has taken adequate insurance to cover the risks to itsemployees property (land and buildings) plant equipment and other assets.

RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Act and regulation 17 (9) ofSEBI Listing Regulations the Company have already formulated and adopted a riskmanagement policy. By the SEBI (Listing Obligations and Disclosure Requirements) (SecondAmendment) Regulations 2016 the board of directors of top one thousand listed entitiesbased on their market capitalization (calculated as on March 31 of immediate previousfinancial year) have constitute a risk management committee therefore the board ofdirectors of the Company shall constituted the risk management committee at its meetingheld on May 25 2021 and subsequently reviewed the existing policy and suitably changed asper the criteria given under SEBI Listing Regulations which articulates the Company'sapproach to address the uncertainties in its endeavor to achieve its stated and implicitobjectives. The committee is responsible for assisting the board in understanding existingrisks and reviewing the mitigation and elimination plans for those. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. It identifies key risk areas periodically reviews the riskmanagement plan and ensures its effectiveness. The audit committee is also looking afterthe area of financial risks and controls. The said policy and constitution of thecommittee is available on the website of Company and can be accessed at www.lincolnpharma.com.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Companyduring the financial year financial year ended March 31 2021 with the related partieswere in ordinary course of business and on arm's length basis. During the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions or which is required to be reported in Form No.AOC - 2 in terms of Section 134 (3) (h) read with Section 188 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014. The details of the related party transactions as perIndian Accounting Standards (IND AS) - 24 are set out in the Notes to financial statementsof the Company.

There were no materially significant related party transactions whichcould have potential conflict with the interests of the Company at large. Members mayrefer the financial statement which sets out related party disclosures pursuant to IND AS.

In terms of Regulation 23 of the SEBI Listing Regulations the Companyhave submitted within 30 days from the date of publication of its financial results(standalone and consolidated) for the each half year disclosures of related partytransactions on a consolidated basis in the format as specified under the relevantaccounting standards with the stock exchanges.

The Policy on materiality of related party transactions and on dealingwith related party transactions as approved by the board of directors is available on thewebsite of the Company and can be accessed at www.lincolnpharma.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Over the past decade the company has focused on several corporatesocial responsibility programs to drive positive and sustainable change in buildingresilient communities. During the year the Company spent Rs. 1.11 crores (Rupees onecrore eleven lakhs) on CSR activities. Corporate Social Responsibility reflects the strongcommitment of the Company to improve the quality of life of the workforce and theirfamilies and also the community and society at large. The Company believes in undertakingbusiness in a way that will lead to overall development of all stakeholders and society.Further the Company has continued on spending in projects like eradicating hungerpreventive healthcare women empowerment girls education etc. which is in accordancewith the provisions of Schedule VII of the Act and the CSR Policy of the Company.

In accordance with Section 135 of the Act and Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 the report on CSR activities alongwith its annexure as forms part of this directors' report (Annexure - 2).

HUMAN RESOURCES DEVELOPMENT:

The management believes that competent and committed human resourcesare vitally important to attain success in the organization. In line with this philosophyutmost care is being exercised to attract quality resources and suitable training isimparted on various skillsets and behavior. It is always proactive with respect to thehuman resource development activities. A significant effort has also been undertaken todevelop leadership as well as technical / functional capabilities in order to meet futuretalent requirement.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors of the Company has formulated a comprehensivevigil mechanism / whistle blower policy in line with the provisions of Section 177 (9) andSection 177 (10) of the Act read with Rule 7 of The Companies (Meetings of Board and itsPowers) Rules 2014 and Regulation 22 of SEBI Listing Regulations for directorsemployees or business associates for reporting the unethical behavior malpracticeswrongful conduct frauds violations of the Company's code etc. to the chairman of theaudit committee. The mechanism also lays emphasis on making enquiry into whistle-blowercomplaint received by the Company. The Policy also provides for adequate safeguard againstvictimization of the directors' / employees who avail the services of said mechanism. Thesaid policy is available on the website of the Company and can be accessed atwww.lincolnpharma.com.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

In accordance with the requirements of the sexual harassment of womenat workplace (prevention prohibition & redressal) Act 2013 ("POSH Act")and Rules made thereunder the Company has formulated and implemented a policy whichmandates no tolerance against any conduct amounting to sexual harassment of women atworkplace. During the year under review the Company has not received any complaint underthe policy. The Company has many systems processes and policies to ensure professionalethics and harmonious working environment. The policy aims the protection of the womenemployees at work place and providing the safe working environment where women feelssecure. Training / awareness programs are conducted throughout the year to createsensitivity towards ensuring respectable workplace.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as requiredunder Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as forms part of this directors' report(Annexure - 3). In accordance with the provisions of Sections 197 and 136 of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the list pertaining to the names and other particulars of employees drawingremuneration in excess of the limits set out in the aforesaid Rules is kept open forinspection during working hours at the registered office of the Company and the report& accounts as set out therein are being sent to all the members of the Company. AnyMember who is interested in obtaining these may write to the company secretary at theregistered office of the Company.

AUDITORS AND AUDITORS' REPORT:

1. STATUTORY AUDITORS:

Messrs J. T. Shah & Co. Chartered Accountants [ICAI FRN: 109616W]were appointed as the statutory auditors of the Company to hold office for a period offive years from conclusion of the twenty - third AGM til the conclusion of thetwenty-eight AGM of the Company to be held in the year 2022.

Accordingly Messrs J. T. Shah & Co. Chartered AccountantsStatutory Auditors of the Company will continue till the conclusion of twenty - eight AGM.In this regard the Company has received a certificate from the auditors to the effectthat their continuation as statutory auditors would be in accordance with the provisionsof Section 141 of the Act.

The auditors' report are with unmodified opinion i.e. it does notcontain any qualification reservation or adverse remark or disclaimer for the financialyear ended March 31 2021.

2. COST AUDITOR:

The board of directors on the recommendation of the audit committeeappointed Messrs Kiran J. Mehta & Co. cost accountants (Firm Registration Number000025) as the cost auditors of the Company to audit the cost records for the financialyear ended on March 31 2022 as per Section 148 of the Act. Messrs Kiran J. Mehta &Co. cost accountants have confirmed that their appointment is within the limits ofSection 141 (3) (g) of the Act and have also certified that they are free from anydisqualifications specified under Section 141

(3) and proviso to Section 148 (3) read with Section 141

(4) of the Act.

As per the provisions of the Act the remuneration payable to the costauditor is required to be placed before the members in a general meeting for theirratification. Accordingly a resolution seeking members' ratification for the remunerationpayable to Messrs Kiran J. Mehta & Co. cost auditors forms part of the noticeconvening the AGM.

3. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the board of directorshave appointed Messrs Vishwas Sharma & Associates Practicing Company Secretaries(Certificate of Practice Number: 16942) to undertake the secretarial audit of the Companyfor the financial year ended March 31 2021. The secretarial auditors report issued byMessrs Vishwas Sharma & Associates Practicing Company Secretaries in Form MR - 3 asforms part of this directors' report (Annexure - 4).

The Secretarial Auditors Report does not contain any qualificationsreservation or adverse remarks or disclaimer.

a) SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES:

Regulation 24A of the SEBI Listing Regulations requires to undertakeand carried out secretarial audit of material unlisted Indian subsidiary i.e. LincolnParenteral Limited (LPPL) of the company. The secretarial audit report of LPPL have beenissued by Messrs Vishwas Sharma & Associates Practicing Company Secretaries whichdoes not contain any qualification reservation or adverse remark or disclaimer.

b) ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08 2019Company has undertaken an audit for the financial year ended March 31 2021 for allapplicable SEBI Regulations and circulars / guidelines issued thereunder. The annualsecretarial compliance report issued by Messrs Vishwas Sharma & Associates PracticingCompany Secretaries have been submitted to the stock exchanges within prescribed timelimit and same as forms part of this directors' report (Annexure - 4A).

REPORTING OF FRAUDS BY AUDITORS:

During the year under review the statutory auditors cost auditors andsecretarial auditor have not reported any instances of frauds committed in the Company byits officers or employees to the audit committee under Section 143 (12) of the Act.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDERSECTION 148 OF THE ACT:

Pursuant to Section 148 (1) of the Act read with the Companies (CostRecords and Audit) (Amendment) Rules 2014 the cost audit records maintained by theCompany in respect of drug and pharmaceuticals products of the Company are required to beaudited by a cost accountant. The audit report of the cost accountant of the Company forthe financial year ended March 31 2021 will be submitted to the relevant authority in duecourse.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year ended on March 31 2021 There is noapplication made or any proceeding pending under the Insolvency and Bankruptcy Code 2016(31 of 2016) against the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not applicable during the year under review.

BUSINESS RESPONSIBILITY REPORT:

Pursuant to the Regulation 34 (2) (f) of the SEBI Listing Regulationsthe Business Responsibility Report (BRR) of the Company for the year ended March 31 2021forms part of this directors' report (Annexure - 5).

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134 (3) (m) ofthe Act read with Rule 8 (3) of the Companies (Accounts) Rules 2014 forms a part of thisReport which as forms part of this directors' report (Annexure - 6).

PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 as amended ("SEBI PITRegulations") the Company has adopted the revised "Code of Conduct to RegulateMonitor and Report Trading by Insiders" ("the Code"). The Code isapplicable to promoters all directors designated persons and connected persons and theirimmediate relatives who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company has also formulated a 'Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' incompliance with the PIT Regulations. The aforesaid codes are available on the website ofthe Company and can be accessed at www.lincolnpharma.com.

ANNUAL RETURN:

Pursuant to provision of Section 92 (3) read with Section 134 (3) (a)of the Act the annual return as on March 31 2021 is available on the website of theCompany and can be accessed at www.lincolnpharma.com.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 (2) of SEBI Listing Regulations a managementdiscussion and analysis report as forms part of these annual report.

CORPORATE GOVERNANCE REPORT:

The Company has a rich legacy of ethical governance practices andcommitted to implement sound corporate governance practices with a view to bring abouttransparency in its operations and maximize shareholder value. A report on corporategovernance along with a certificate from the practicing company secretary regardingcompliance with the conditions of corporate governance as stipulated under Schedule V ofthe SEBI Listing Regulations as forms part of this directors' report (Annexure - 7).

AUDIT COMMITTEE:

The details pertaining to the composition of the audit committee aregiven in the report on corporate governance forming part of this Report. Further all therecommendations made by the audit committee were accepted by the Board.

SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed during the year bythe regulators or courts or tribunals impacting the going concern status and operations ofthe Company in future.

CAUTIONARY STATEMENT:

The annual report including those which relate to the directors'report management discussion and analysis report may contain certain statements on theCompany's intent expectations or forecasts that appear to be forwardlooking within themeaning of applicable securities laws and regulations while actual outcomes may differmaterially from what is expressed herein. The Company bears no obligations to update anysuch forward looking statement. Some of the factors that could affect the Company'sperformance could be the demand and supply for Company's product and services changes ingovernment regulations tax laws forex volatility etc.

ACKNOWLEDGEMENTS:

The board of directors wish to place on record its deep sense ofappreciation for the committed services by all the employees in unprecedented pandemicsituation. Further we would also like to express their sincere appreciation for theassistance and co-operation received from the banks government and regulatoryauthorities stock exchanges vendors members.

FOR AND ON BEHALF OF THE BOARD FOR LINCOLN PHARMACEUTICALS LIMITED

M. G. PATEL H. I. PATEL
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 00104706 DIN:00104834
AHMEDABAD MAY 25 2021

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