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Directors Report of Lincoln Pharmaceuticals Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31st March, 2014 are briefly indicated below:

(Rs. in lacs) Year Year 2013-2014 2012-2013

Profit Before Depreciation and Taxation 1482.34 1340.53

Less : Depreciation 227.94 207.94

Less : Provision for Taxation - Current / F.B.T 266.08 225.00

Less : Deferred Tax -154.44 -73.68

Profit after Taxation 1142.76 981.28

Add : Balance brought forward 2971.74 2154.96

Profit available for Appropriation 4114.50 3136.24

APPROPRIATION

1. Proposed Dividend 97.86 97.86

2. Dividend Tax 16.63 16.63

3. General Reserve 50.00 50.00

Net Balance carried to Balance sheet 3950.01 2971.75

OPERATIONS

During the year under review, your company has performed well and achieved total revenue of Rs. 20,991.35 lacs (Previous year Rs.19,638.87 lacs). There is increase in net profit from previous year of Rs. 981.27 lacs to Rs.1142.76 lacs in the year under review. Further details are given in Management Discussions and Analysis Report, which forms part of Annual Report.

DIVIDEND

Your Directors are pleased to recommend a payment of dividend of Rs.0.60 (@6%) per equity share of face value of Rs.10/- each of the Company for the year ended 31-03-2014. (Previous year @6%).

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DEPOSITS

The Company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Shri Arvindbhai G. Patel (holding DIN: 00104885) and Shri Kishor M. Shah (holding DIN: 02769085) retires by rotation at the ensuing Annual General Meeting and they being eligible offers themselves for re-appointment. Your Directors recommended their re-appointment.

Shri Maganbhai R. Patel and Shri Iswarlal A. Patel, Directors of the Company, who retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies act, 1956 are being appointed as an Independent Directors at this meeting for the term of five Consecutive years pursuant to the provisions of the Companies Act 2013.

Pursuant to the provisions of the Companies Act 2013, Shri Pirabhai R. Suthar whose period of office is liable to determination by retirement by rotation under the erstwhile applicable provisions of the Companies act, 1956 is being appointed as an Independent Director at this meeting for the term of five Consecutive years.

Notices under section 160 of the Companies Act, 2013 have been received from the members signifying their intention to propose candidature of aforesaid Directors as Independent Directors.

Necessary resolutions have been proposed for their re-appointment in the ensuing Annual General Meeting. The Board has recommended their reappointment for consideration of shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31.03.2014 and of the profit of the Company for that period;

(3) proper and sufficient care has been 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;

(4) the accounts have been prepared on going concern basis.

SUBSIDIARY COMPANY:

Company has two subsidiaries namely M/s. Zullinc Healthcare Limited (WOS)and M/s. Lincoln Parenteral Limited .

Pursuant to the provision of Section 212(8) of the Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31.03.2014 is included in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Annual Accounts of the subsidiary companies are also kept ready for inspection by any shareholders of the Company at registered office of the Company and of the concerned subsidiary companies. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

INSURANCE :

The Company has taken adequate insurance to cover its assets.

LISTING :

Company''s Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has already paid the listing fees for the year 2014-2015 to both the Stock Exchanges.

HUMAN RESOURCES

To enhance the effectiveness and efficiency of human resources towards better productivity and competitiveness, the company during the year undertook focused recruitment.

Company''s industrial relations continued to be harmonious during the year under review.

EMPLOYEES :

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies ( Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

COST AUDIT :

M/s. Kiran J. Mehta & Company Cost Accountants, Ahmedabad, have been appointed to conduct cost audit for the year ended 31-03-2015. The Audit report of the cost accounts of the Company for the year ended March 31, 2014, will be submitted to the Central Government in due course. Due date for filing the Cost audit report by Cost auditor is 30th September, 2014.

STATUTORY AUDITORS :

The Company''s Auditors M/s. Chandulal M. Shah & Co. Chartered Accountants, (Firm Registration Number: 101698W) Ahmedabad will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

AUDITORS'' OBSERVATIONS :

The Company is in process of updating the records of fixed assets for the year 2013-14 and Auditors Observation is self explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

ACKNOWLEDGEMENT:

The Board is thankful to its bankers for their continued support and assistance which has played important role in progress of the Company. Your Directors also place on record their sincere appreciation for the significant contribution made by the employees at all levels through their dedication hard work and commitment and look forward to their continued support.

For and on behalf of the Board For Lincoln Pharmaceuticals Limited.

Place : Ahmedabad Mahendra G. Patel Hasmukhbhai I. Patel Date : 14th August,2014 (Managing Director) (Whole-Time Director)


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31st March, 2010 are briefly indicated below:

(Amount in Lacs)

2009-2010 2008-2009

Profit Before Depreciation and Taxation 923.97 752.59

Less: Depreciation 116.05 86.27

Less: Provision for Taxation - Current/F.B.T. 140.00 165.00

Less/Add: Provision for Taxation - Deferred 63.42 70.44

Profit after Taxation 604.50 430.88

Add: Balance brought forward 1214.32 910.76

Less: Income tax Written off of earlier year 27.36 0.00

Less/Add : Short deferred tax provision of earlier year 0.00 4.53

Profit available for Appropriation 1791.46 1346.17

APPROPRIATION

1. Proposed Dividend 135.73 91.33

2. Dividend Tax 23.07 15.52

3. General Reserve 50.00 25.00

Net Balance carried to Balance sheet 1582.66 1214.32

OPERATIONS

During the year under review, your company has performed very well. Total sales have increased from Rs. 11401.77 lacs to Rs. 12358.82 lacs which shows increase of 8.39%. The Company has earned net profit of Rs. 604.50 lacs as against Profit of Rs. 430.88 lacs of previous year. Further details are given in management discussions and analysis Report, which forms part of this report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIVIDEND

Your Directors are pleased to recommend a payment of dividend @ 12% for the year ended 31 -03-2010. (Previous year -12%).

DEPOSITS

The Company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Shri Pirabhai R. Suthar and Shri Kishorbhai M. Shah, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give 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 that period;

(3) proper and sufficient care has been 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;

(4) the accounts have been prepared on going concern basis.

SUBSIDIARY COMPANY :

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary Company is annexed herewith.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

Companys Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has already paid the listing fees for the year 2010-2011 to both the Stock Exchanges.

EMPLOYEES :

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies ( Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

COST AUDIT

M/s. Kiran J. Mehta & Company Cost Accountants, Ahmedabad, have been appointed to conduct cost audit for the year ended 31-03-2011.

AUDITORS:

There is a proposal to appointment M/s. Chandulal M. Shah & Co., Chartered Accountants, Ahmedabad as the auditors of the Company in place of M/s. Rajendra Natverlal Shah & Co., Chartered Accountants, Ahmedabad, who are retiring at the forthcoming Annual General Meeting. We take this opporunity to thank M/s. Rajendra Natverlal Shah & Co., Chartered Accountants, for their co-operation & undertaking.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

ACKNOWLEDGEMENT:

The Board is thankful to its bankers for their continued support and assistance which has played important role in progress of the Company. Your Directors places on records their appreciation for the assistance and co-operation extended by Medical Professionals, stockists, dealers and employees of the Company at all level and other business associates for their commitment, dedication and respective contribution to the Companys operations during the year under review.

FOR AND ON BEHALF OF THE BOARD

PLACE : AHMEDABAD MAHENDRA G. PATEL HASMUKHBHAI I.PATEL

DATE : 19-08-2010 (MANAGING DIRECTOR) (WHOLE-TIME DIRECTOR)


Mar 31, 2009

The Directors have pleasure in presenting the Annual Report together with the audited Statement of Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31st March, 2009 are briefly indicated below:

(Amount in Lacs) 2008-2009 2007-2008

Profit Before Depreciation and Taxation 752.59 722.69

Less: Depreciation 86.27 70.67

Less: Provision for Taxation - Current/F.B.T. 165.00 180.00

Less/Add: Provision for Taxation-Deferred 70.44 5.76

Profit after Taxation 430.88 466.26

Add: Balance brought forward 910.76 577.98

Less: Income tax Written off of earlier year 0.00 0.00

Less/Add : Short defer tax provision of earlier year 4.53 1.63

Profit available for Appropriation 1346.17 1042.61

APPROPRIATION

1. Proposed Dividend 91.33 91.33

2. Dividend Tax 15.52 15.52

3. General Reserve 25.00 25.00

Net Balance carried to Balance sheet 1214.32 910.76

OPERATIONS

During the year under review, your company has performed very well. Total sales have increased from Rs. 8891.52 lacs to Rs. 11401.77 lacs which shows increase of 28%. The Company has earned net profit of Rs. 430.88 lacs as against Profit of Rs. 466.26 lacs of previous year. Profit is decreased on account of higher differ tax provision and trading loss on Securities. Further details are given in management discussions and analysis Report, which forms part of this report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIVIDEND

Your Directors are pleased to recommend a payment of dividend @ 12% for the year ended 31 -03-2009. (Previous year -12%).

DEPOSITS

The Company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Shri Mihir V. Patel and Shri Arvind G. Patel, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give 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 that period;

(3) proper and sufficient care has been 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;

(4) the accounts have been prepared on going concern basis.

SUBSIDIARY COMPANY:

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary Company is annexed herewith.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

Companys Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has already paid the listing fees for the year 2009-2010 to both the Stock Exchanges.

EMPLOYEES:

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies ( Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

COST AUDIT

M/s. Kiran J. Mehta & Company Cost Accountants, Ahmedabad, have been appointed to conduct cost audit for the year ended 31-03-2009.

AUDITORS:

The Companys Auditors M/s. Rajendra N. Shah & Co., Chartered Accountants will retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars to be given in respect of the above activity under the Companies ( Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

ACKNOWLEDGEMENT:

The Board is thankful to its bankers for their continued support and assistance which has played important role in progress of the Company. Your Directors places on records their appreciation for the assistance and co-operation extended by Medical Professionals, stockists, dealers and employees of the Company at all level and other business associates for their commitment, dedication and respective contribution to the Companys operations during the year under review.

FOR AND ON BEHALF OF THE BOARD

PLACE : AHMEDABAD MAHENDRAG. PATEL HASMUKHBHAI I. PATEL

DATE : 31-08-2009 (MANAGING DIRECTOR) (WHOLE-TIME DIRECTOR)

 
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