|
To,
The Shareholders,
Your directors have pleasure in presenting the 31st
(Thirty First) Annual Report together with the Audited Financial Statements of the
Lincoln Pharmaceuticals Limited ("the Company" or "LPL") for the year
ended March 31, 2025.
In compliance with the applicable provisions of Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s) thereof, for time being in
force) ("the Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), this report covers the financial results and other developments during
the financial year ended March 31, 2025, in respect of the Company.
1. FINANCIAL AND OPERATIONAL HIGHLIGHTS:
The Standalone & Consolidated financial performance of the company
for the financialyear ended summarised below:(C In Lakhs)
|
Standalone Basis |
Consolidated Basis |
|
For the |
For the |
For the |
For the |
Particulars |
|
|
|
|
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Revenue from Operations |
62,323.01 |
58,054.96 |
62,323.01 |
58,054.96 |
| Other income |
2,247.71 |
3,442.25 |
2,247.71 |
3,442.25 |
Total Income |
64,570.72 |
61,497.21 |
64,570.72 |
61,497.21 |
| Profit before Depreciation, Finance Costs |
12,397.03 |
13,432.99 |
12,397.04 |
13,433.22 |
| and Taxation |
|
|
|
|
| Less: Depreciation |
(1,289.90) |
(1,062.47) |
(1,289.90) |
(1,062.47) |
| Less: Finance Cost |
(188.27) |
(146.26) |
(188.28) |
(146.49) |
Profit before Taxation
10,918.86 12,224.26 10,918.86 |
12,224.26 |
| Less: Tax Expenses |
(2,684.22) |
(2,893.77) |
(2,684.22) |
(2,893.77) |
Profit after Tax |
8,234.64 |
9,330.49 |
8,234.64 |
(9,330.49) |
| Other Comprehensive Income |
9.17 |
6.11 |
9.17 |
6.11 |
Total comprehensive income for the |
8,243.81 |
9,336.60 |
8,243.81 |
9,336.60 |
year |
|
|
|
|
2. STATE OF COMPANY'S AFFAIRS / OPERATIONS:
The Highlights of the company's performance (standalone) for the
year ended March 31, 2025 are as under:
The Company reports 7.35% rise in the revenue from operations of `
62,323.01 Lakhs (Domestic - ` 23,600.91 Lakhs and Export
- ` 38,722.10 Lakhs) as against ` 58,054.96 Lakhs (Domestic ` 21,804.01
Lakhs and Exports ` 36,250.95 Lakhs) in the previous year. EBITDA for the year stood at `
12,397.03 Lakhs as against ` 13,432.99 Lakhs in the previous year. The profit after tax
stood at ` 8,234.64 Lakhs on a standalone basis as against profit after tax of ` 9,330.49
Lakhs in previous year. EPS for the year was ` 41.11 per share as compared to ` 46.58 in
the previous year. Detailed working on operation of the Company is provided in the
management discussion and analysis report as forms part of this.
3. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the section 133 of the Act and the
SEBI Listing Regulations read with IND AS 110 consolidated financial statement, the
consolidated audited financial statement for the forms part of this annual report.
4. CREDIT RATING:
The ratings given by CRISIL for long term bank loan facilities and
short term bank loan facilities of the Company are CRISIL A/ Stable and CRISIL
A1' respectively. There was no revision in the said ratings during the year under
review.
5. DIVIDEND:
Your company has an incessant dividend payment history and considering
the financial performance of the Company, the Board of Directors on May 22, 2025 has
recommended a dividend of ` 1.80/- (Rupees One and Paise Eighty only) per equity share on
face value of ` 10/- each (i.e. 18%) for the financial year ended March 31, 2025 [Previous
Year ` 1.80/- (Rupees One and Paise Eighty only) per equity share (i.e. 18%)]. Dividend is
subject to approval of members at the ensuing annual general meeting ("AGM").
The said dividend is in line with the Dividend Distribution Policy of the Company. In view
of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends
paid or distributed by the Company shall be taxable in the hands of the shareholders. The
Company shall, accordingly, make the payment of Dividend after deduction of tax at source,
as may be applicable.
6. DIVIDEND DISTRIBUTION POLICY:
In terms of Regulation 43A of the SEBI Listing Regulations, the Board
of the Company has adopted a Dividend Distribution Policy, which can be accessed on the
Company web link: https://www.lincolnpharma.com/Investor/Disclosures%20under%20
Regulation%2046%20of%20the%20LODR/8.%20Dividend%20Distribution%20Policy.pdf?fit=1676643338.
7. TRANSFER TO RESERVES:
During the year under review, your company has transferred a sum of `
50.00 Lakhs to the general reserve out of the amount available for appropriation for the
financial year ended March 31, 2025 (Previous Year a sum of ` 50.00 Lakhs was transferred
to general reserve).
8. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
In accordance with the provisions of sections 124 and 125 of the Act
and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount
of dividends of the company which remain unpaid or unclaimed for a period consecutive
seven years from the date of transfer to the unpaid dividend account shall be transferred
by the company to the Investor Education and Protection Fund ("IEPF"),
constituted by the Central Government.
In terms of the foregoing provisions of the Act, the company will
transfer outstanding unpaid or unclaimed dividend and corresponding shares for the
financial year 2017-2018 to the IEPF
9. TRANSFER OF SHARES TO IEPF:
Pursuant to the provisions of IEPF Rules, all equity shares in respect
of which dividend has been unpaid / unclaimed since last seven consecutive years shall be
transferred by the Company to the designated demat account of the IEPF Authority within a
period of thirty days of such shares becoming due to be transferred.
The Company has sent reminders to all such shareholders who have not
claimed their dividends. Members who have not en-cashed dividend for the FY 2017-18 or any
subsequent dividend declared by the Company, are advised to write to the
Company Secretary of the Company immediately.
Any shareholder whose dividend/shares are transferred to IEPF can claim
the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in).
10. SHARE CAPITAL STRUCTURE:
During the year under review, there has been no change in the
authorised share capital of the Company. The paid-up share capital of the Company as on
March 31, 2025 stood at ` 20,02,97,280 divided into 2,00,29,728 equity share of ` 10/-
each.
During the year under review, the Company has
neitherissuedshareswithdifferential voting rights nor sweat equity shares.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
11.1 Directorate
As of March 31, 2025, your Company's Board had nine members
comprising of two Non-Executive and Non-Independent Directors, four Executive Director and
three Independent Directors including one woman Independent Director. The March 31, 2025
details of Board and Committees composition, tenure of Directors, areas of expertise and
other details are available in the Corporate Governance Report, which forms part of this
Annual Report.
During the FY 2024-25, following changes took place:
I. Retire by Rotation of Director:
In accordance with the provisions of Section 152 of the Act and the
rules framed there under, Mr. Rajanikant G. Patel, Non-Executive Director and Mr. Ashish
R. Patel, Whole Time Director of the Company retire by rotation at the ensuing AGM and
they being eligible offer themselves for re-appointment. The Board recommends their
reappointment.
Necessary resolutions have been proposed in notice convening ensuing
AGM for approval of shareholders.
The brief profile of the Directors appointing / reappointing has been
detailed in the Notice convening the AGM of the Company. Your Directors recommend all
appointment / rotation / re-appointment of Directors mentioned in the notice.
II. Appointment of Director:
The shareholders, vide postal ballot concluded on May 20,2024,
approved the following:
a) Appointment of Mr. Nareshkumar P. Suthar as Independent Director
effective April 1, 2024, for a term of five (5) years till March 31, 2029.
b) Appointment of Ms. Seema M. Mehta as Women Independent Director
effective April 1, 2024, for a term of five (5) years till March 31, 2029.
III. Resignation/Cessation of Director:
During the year under review there is no Resignation/Cessation
given by the Directors.
11.2 Key Managerial Personnel:
There is no change in the Key Managerial personnel of the Company
during the year under review.
Pursuant to the provisions of Section 203 of the Act, the KMPs of the
Company as on March 31, 2025, are:
1. Mr. Mahendra G. Patel, Managing Director
2. Mr. Darshit A. Shah, Chief Financial Officer cer Offi 3. Ms.TrushaK.Shah,CompanySecretary&Compliance
12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received the necessary declarations from all the
independent directors of the Company in accordance with
Section 149 (7) of the Act and Regulation 16 (1) (b) and 25 (8) of the
SEBI Listing Regulations confirming that they meet the criteria of independence prescribed
under the Act and the SEBI Listing Regulations. All the Independent Directors have also
confirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, they have registered themselves with the Independent
Director's database as prescribed under the Act. Further, in terms of Rule 6(4) of
the Companies (Appointment and Qualification of Directors) Rules, 2014, out of three
Independent Directors of the Company as on March 31, 2025, two Independent Director has
passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of
Corporate Affairs (IICA) and one Independent Director was exempted from appearing for
Online Proficiency Self-Assessment Test as required by IICA.
In the opinion of the board, there has been no change in the
circumstances which may affect their status as independent directors and the board is
satisfied of the integrity, expertise and experience (including proficiency in terms of
Section 150 (1) of the Act and applicable rules thereunder) to all independent directors
on the board.
The Board is of opinion that all the Independent Directors of the
Company possess required integrity, expertise and experience (including the proficiency).
13. PERFORMANCE EVALUATION OF THE BOARD AS WHOLE, COMMITTEE AND
INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has carried out an annual evaluation of its own performance and that of its
Committees as well as performance of the Directors individually. Feedback was sought by
way of a structured questionnaire covering various aspects of the board's functioning
such as adequacy of the composition of the board and its committees, board's culture,
execution and performance of specific duties, obligations and governance and the
evaluation was carried out based on responses received from the directors.
The evaluation is performed by the board, nomination and remuneration
committee and independent directors with specific focus on the performance and effective
functioning 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 criteria
recommended by the SEBI. The performance evaluation of the chairman and non-independent
directors were also carried out by the independent directors. The performance of the
directors, the board as a whole and committee of the board were found to be satisfactory.
During the year under review, the performance evaluation of the Board,
Committees and Directors was conducted based on the criteria, framework and questionnaires
approved by the Nomination and Remuneration Committee and the Board. The details of the
performance evaluation exercise conducted by the Company are set out in the Corporate
Governance Report.
14. CHANGE(S) IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the
FY ended March 31, 2025.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
In terms of the requirements under the Act and SEBI Listing
Regulations, the Company has in place a Nomination & Remuneration Policy, inter-alia,
detailing the director's appointment, remuneration, criteria for determining
attributes, independence of a director and other matters. The remuneration paid to the
Directors, Key Managerial Personnel and Senior Management is as per the Nomination &
Remuneration Policy of your Company. The said Nomination & Remuneration Policy which
can be accessed on the Company web link:
https://www.lincolnpharma.com/Investor/Disclosures%20under%20
Regulation%2046%20of%20the%20LODR/13.%20Nomination%20and%20Remuneration%20Policy.pdf?fit=1676711629.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) (c) of the Act and
based on the information provided by the management, the Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs financial year on March 31, 2025 and
of the profit of the Company for the year under review;
c) the directors have taken proper and sufficient with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the directors had laid down internal financial controls to be
controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
17. NUMBER OF MEETINGS OF THE BOARD:
During the FY 2024-2025, 5 (Five) meetings of the Board of Directors of
the Company were held and the details of Board and Committee meetings held are provided in
the Report on Corporate Governance, which forms part of this report.
18. SECRETARIAL STANDARDS:
The Company has followed the applicable secretarial standards issued by
the Institute of Company Secretaries of India (ICSI).
19. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The internal control framework is intended to ensure proper
safeguarding of assets, maintaining proper accounting records and other data. This system
is accompanied by internal audit, reviewed by the andprovidingreliablefinancial management
and performed as per documented policies, guidelines and procedures.
The Company has a well-defined organizational structure, authority
levels, internal rules and guidelines for conducting business transactions. The Company
intends to undertake additional measures as necessary in line with its intent to adhere to
procedures, guidelines and regulations as applicable in a transparent manner. The internal
audit department of the Company carries out the internal audit of the Company
operationsandreportsitsfindingto the audit committee.
In this process, the internal audit also evaluates the functioning and
quality of internal controls and provides assurance of its adequacy and effectiveness
through periodic reporting. The internal audit is carried out as per risk based internal
audit plan which is reviewed by the audit committee of the Company.
The committee periodically reviews the findings and suggestions for
improvement and is apprised of the implementation status in respect of the actionable
items.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial
position of the Company which occurred between the financial year ended March 31, 2025 to
which the financial statements relates and the date of signing of this report.
21. DEPOSITS:
The Company has not accepted any deposits from the public in terms of
Section 73 and 74 and Chapter V of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Pursuant to provision of the Section 186 of the Act,the details of
loans and investment have been disclosed in notes to the financial statements.
23. SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company has only one subsidiary as on March 31, 2025. There are no
associates or joint venture companies within the meaning of Section 2(6) of the Act. There
has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129 (3) of the Act, the statement
containing salient features of the financial statements and performance of subsidiary and
its contribution to the overall performance of the Company during the period is attached
with the audited financial statements in form AOC-1 forms part of this directors'
report(Annexure 1). The audited financial statements of subsidiary have also
been placed on the website of the Company at www.lincolnpharma.com.
During the year under review, no companies became or ceased to be the
subsidiary, joint ventures or associate companies of the company.
24. INSURANCE:
The Company has taken adequate insurance to cover the risks to its
directors, senior key managerial personnel, employees, property (land and buildings),
plant, equipment and other assets.
25. RISK MANAGEMENT POLICY:
The Company has built a comprehensive risk management framework that
seeks to identify all kinds of anticipated risks associated with the business and to take
remedial actions to minimize any kind of adverse impact on the Company. The Company
understands that risk evaluation and risk mitigation is an ongoing process within the
organization and is fully committed to identify and mitigate the risks in the business.
The identification of risks by Internal Audit Department is done at strategic, business
and operational levels and the risk management process of the Company focuses mainly on
five elements, viz. (i) Risk Identification (ii) Risk Assessment (iii) Risk Monitoring
(iv) Risk Mitigation ; (v) Risk Reporting.
The Company has a risk management policy consistent with the provisions
of the Act and the SEBI Listing Regulations. The Risk Management committee is responsible
for assisting the board in understanding existing risks and reviewing the mitigation and
elimination plans for those. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The audit
committee is also looking after the area of financial risks and controls. The said policy
and constitution of the committee is available on the website of Company and can be
accessed at company web link:
https://www.lincolnpharma.com/Investor/Other%20Policies/5.%20Risk%20Management%20Policy.
pdf?fit=1691127263 .
26. RELATED PARTY TRANSACTIONS:
All related party transactions are entered into only after receiving
prior approval from the Audit Committee. Omnibus approvals are obtained each year for
transactions which are repetitive in nature. A statement of all related party transactions
entered into is placed before the Audit Committee and Board of Directors for its review on
a quarterly basis, specifying the nature, value and terms of the transaction.
During the year under review, the Company has entered into transactions
with related parties as defined under Section 2(76) of the Act read with Companies
(Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and
applicable accounting standards, which were in the ordinary course of business and on
arms' length basis and in accordance with the policy on related party transactions of
the Company. During the year, there was no material transaction with any related parties
as per the related party transactions policy of the Company and/or any other related party
transaction entered into by the Company that requires disclosure in Form AOC-2, hence,
disclosure in Form AOC-2 is not applicable to the Company.
The disclosures pertaining to related party transactions as per the
applicable Accounting Standards form part of the notes to the financial statements
provided in this Annual Report.
In terms of Regulation 23 (9) of the SEBI Listing Regulations, the
Company has submitted related party transaction within prescribed time limit with the
stock exchange(s) for the each half year. The policy on related party transactions is
placed on the Company's website at
https://www.lincolnpharma.com/Investor/Disclosures%20under%20Regulation%2046%20of%20
the%20LODR/6.%20Policy%20on%20Related%20Party%20Transactions.pdf
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has adopted a CSR Policy in compliance with the provisions
of the Act inter alia to give directions and assistance to the Board for leading the CSR
initiatives of the Company. The Committee formulates and reviews the Annual Action Plan
and also monitors the progress of the CSR activities. The Company has spent ` 186.26 Lakhs
towards the CSR projects for the Financial Year 2024-25. The Company believes in
undertaking business in a way that will lead to overall development of all stakeholders
and society. The projects have been continuously monitored by the Board on a timely basis.
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 along
with its annexure as forms part of this directors' report (Annexure 2).
28. HUMAN RESOURCES MANAGEMENT:
Lincoln has consistently focused on providing its employees a work
environment that promotes diversity and inclusion, free of any discrimination. It has a
robust employee engagement policy that helps it develop and retain a highly motivated
team.
Your Company continued to build sustenance around various aspects of
employee work life as well as organic ways of enhancing its image as an employer of
choice.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and
Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism
Framework ("Framework"), policy for directors and employees to report genuine
concerns has been implemented. The policy safeguards whistleblowers' rights to report
concerns or grievances and provides direct access to the chairman of the audit committee.
The said policy is available on the website of the Company and can be
accessed at https://www.lincolnpharma.com/Investor/
Disclosures%20under%20Regulation%2046%20of%20the%20LODR/5.%20Details%20of%20establishment%20of%20
Whistle%20Blower%20Policy.pdf.
30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and secure working
environment for all employees and create ambience in which all employees can work together
without any apprehension of sexual harassment.
In accordance with the requirements of the sexual harassment of women
at workplace (prevention, prohibition & redressal) Act, 2013 ("POSH Act")
and Rules made thereunder, the Company has formulated and implemented a policy which
mandates no tolerance against any conduct amounting to sexual harassment of women at
workplace. During the year under review, the Company has not received any complaint under
the policy. Appropriate reporting mechanisms are in place for ensuring protection against
Sexual Harassment and the right to work with dignity.
Details of the complaints received during the year under review under
POSH Policy are as under:
| A. |
Number of complaints of sexual harassment
received in the year |
NIL |
| B. |
Number of complaints disposed
off during the year |
| C. |
Number of cases pending for more than ninety
days |
NIL |
The above said policy is available on the website of the Company and
can be accessed at https://www.lincolnpharma.
com/Investor/Other%20Policies/7.%20Policy%20on%20prevention%20of%20sexual%20harassment%20(POSH).PDF?_
t=1723780099.
31. PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as forms part of this directors' report (Annexure 3). The
information required under Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is
provided in the Annexure forming part of the Report. In terms of the second proviso to
Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders
excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may
write to the Company Secretary at the registered office of the Company
32. AUDITORS AND AUDITORS' REPORT:
A. STATUTORY AUDITORS:
M/s. Samir M. Shah & Associates, Chartered Accountants (Firm
Registration No.: 122377W) have been appointed as the Statutory Auditors of the Company
for a term of five years until the conclusion of 33rd Annual General Meeting of the
Company. The Auditors fulfil the eligibility and qualification norms as prescribed under
the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder.
In addition, the auditors hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly
Limited Review reports.
The Auditor's Report on the standalone and consolidated financial
statements of the Company for the year ended 31st March, 2025 forms part of this Annual
Report and there are no qualifications, reservations, adverse remarks or disclaimer made
by the statutory auditors in their report.
B. COST AUDITOR:
As per the requirements of the Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company
is required to maintain cost records for few of its products and accordingly, such
accounts are made and records have been maintained by the Company.
The board of directors on the recommendation of the audit committee,
appointed M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration Number
000025), as the cost auditors of the Company to audit the cost records for the financial
year ended on March 31, 2025 as per Section 148 of the Act. M/s.Kiran J. Mehta & Co.,
Cost Accountants have confirmed that their appointment is within the limits of Section 141
(3) (g) of the Act and have also certified that they tions specified under Section 141 (3)
and proviso to Section 148 (3) read with Section 141 disqualifica arefreefromany (4) of
the Act.
As per the provisions of the Act, the remuneration payable to the cost
auditor is required to be placed before the members in a general meeting for their
ratification. Accordingly, a resolution seeking members' ratification for the
remuneration payable to M/s. Kiran J. Mehta & Co., cost auditors forms part of the
notice convening the AGM.
Relevant cost audit report for the year 2023-24 was submitted to the
Central Government within stipulated time and was free from any qualification or adverse
remarks.
C. SECRETARIAL AUDITOR:
In compliance with Regulation 24A of the SEBI Listing Regulations and
Section 204 of the Act, the Board at its meeting held on August 07, 2025, based on
recommendation of the Audit Committee, has approved the appointment of Ankit Sethi &
Associates, Practising Company Secretary, a peer reviewed firm Certificate of Practice no:
11089 as Secretarial Auditors of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the
ensuing AGM.
As required by Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries
(Certificate of Practice Number: 16942) to conduct Secretarial Audit for the Financial
Year 2024-25. The Report of the Secretarial Audit in Form MR 3 for the financial year
ended on March 31, 2025, is annexed to this Report
(Annexure 4).
a) ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019,
Company has undertaken an audit for the financial year ended March 31, 2025 for all
applicable SEBI Regulations and circulars / guidelines issued thereunder. The annual
secretarial compliance report issued by M/S Vishwas Sharma & Associates, Practicing
Company Secretaries have been submitted to the stock exchanges within prescribed time
limit.
COMMENT OF BOARD ON ANNUAL SECRETARIAL COMPLIANCE REPORTS'
OBSERVATIONS:
With respect to the observations of the Annual Secretarial Compliance
Reports':
The company has delayed complied with Regulation 30 read with sub para
15 (a) of Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015 in submitting
intimation of Investors' meet upon which cautionary letter issued from BSE and NSE
Limited.
The Company has taken the letter on record seriously and had placed the
said mail received from Stock Exchanges before the Board of Directors. Company will be
more cautious in future for ensuring compliances of applicable SEBI
Laws.
33. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the statutory auditors, cost auditors and
secretarial auditor have not reported any instances of frauds committed in the Company by
its officers or employees to the audit committee under Section 143 (12) of the Act.
34. MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SECTION 148 OF THE ACT:
Pursuant to Section 148 (1) of the Act, read with the Companies (Cost
Records and Audit) (Amendment) Rules, 2014, the cost audit records maintained by the
Company in respect of drug and pharmaceuticals products of the Company are required to be
audited by a cost accountant.
35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the financial year ended on March 31, 2025, there is no
application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) against the Company.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Year under the review, there was no One Time Settlement of
loan taken from Banks or any financial Institutions. Hence, the difference in valuation
does not arise.
37. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE
PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.
During the year under the review, the Company has complied with all the
provisions relating to the Maternity Benefits Act, 1961.
38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to the Regulation 34 (2) (f) read with Regulation 3(2) of SEBI
(LODR) of the SEBI Listing Regulations, disclosure on Business Responsibility and
SustainabilityReportisnotapplicabletotheCompanyforthefinancialyear 2024-25.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of
the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 forms part of this
Report (Annexure 5).
40. PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT
Regulations"), the Company has adopted the revised "Code of Conduct to Regulate,
Monitor and Report Trading by Insiders" ("the Code"). The Code is
applicable to promoters, all directors, designated persons and connected persons and their
immediate relatives, who are expected to have access to unpublished price sensitive
information relating to the Company. The Company has also formulated a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
(UPSI)' in compliance with the PIT Regulations. The aforesaid codes are available on
the website of the Company and can be accessed at
https://www.lincolnpharma.com/Investor/Other%20Policies/6.%20Policy%20
on%20Code%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20
Sensitive%20Information.pdf?fit=1691566912
41. 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, 2025 is available on the website of the
Company at https://www.lincolnpharma.com/Investor/Disclosures%20under%20
Regulation%2046%20of%20the%20LODR/23.%20MGT-7%20Annual%20Return/Final-MGT-7-of-Lincoln-Pharma-for-the-FY-2023-24.pdf?fit=1694515735
42. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A separate section on Management Discussion and Analysis Report
("MD&A") forms part of this report as required under Regulation 34 (2) of
SEBI Listing Regulations.
43. CORPORATE GOVERNANCE REPORT:
The Company has a rich legacy of ethical governance practices and
committed to implement sound corporate governance practices with a view to bring about
transparency in its operations and maximize shareholder's value. A separate section
on corporate governance along with a certificate from the practicing company secretary
regarding compliance with the conditions of corporate governance as stipulated under
Schedule V of the SEBI Listing Regulations as forms part of this directors' report
(Annexure 6).
44. AUDIT COMMITTEE:
The details pertaining to the composition of the audit committee are
given in the report on corporate governance forming part of this Report. Further, all the
recommendations made by the audit committee were accepted by the Board.
45. SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed during the year by
the regulators or courts or tribunals impacting the going concern status and operations of
the Company in future.
46. CAUTIONARY STATEMENT:
The annual report including those which relate to the directors'
report, management discussion and analysis report may contain certain statements on the
Company's intent expectations or forecasts that appear to be forward-looking within
the meaning of applicable securities laws and regulations while actual outcomes may differ
materially from what is expressed herein. The Company bears no obligations to update any
such forward looking statement. Some of the factors that could affect the Company's
performance could be the demand and supply for Company's product and services,
changes in government regulations, tax laws, forex volatility etc.
47. ACKNOWLEDGEMENTS:
The Board of Directors acknowledges and places on record their sincere
appreciation of all stakeholders, customers, vendors, banks, Central and State Governments
and all other business partners, for their continued co-operation and for the excellent
support received from them.
The Board also wishes to place on record its appreciation to the
esteemed investors for showing their the management of the Company.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to promote its
development.
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For and on behalf of the board |
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For Lincoln Pharmaceuticals Limited |
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Mahendra G. Patel |
Hashmukh I. Patel |
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Managing Director |
Whole-Time Director |
Ahmedabad, August 07, 2025 |
DIN: 00104706 |
DIN: 00104834 |
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