Lincoln Pharmaceuticals Ltd Directors Report.

To,

The Members,

Your Directors are pleased to present the 27th (Twenty Seventh) Annual Report of the Lincoln Pharmaceuticals Limited ("the Company" or "LPL) together with the audited financial statements for the financial year ended March 31,2021.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactments) 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, 2021, in respect of LPL.

FINANCIAL AND OPERATIONAL HIGHLIGHTS:

The financial performance of the company for the financial year ended March 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 41,305.52 37,608.83 42,418.55 38,649.05
Other income 676.61 1,213.09 566.39 1,104.02
Total Income 41,982.13 38,821.92 42,984.94 39,753.07
Profit before Depreciation, Finance Costs and Taxation 8,811.61 7,149.96 9,284.27 7,657.64
Less: Depreciation (566.59) (546.94) (756.03) (732.62)
Less: Finance Cost (143.78) (198.36) (156.19) (201.76)
Profit before Taxation 8,101.24 6,404.66 8,372.05 6,723.26
Less: Tax Expenses (2,060.63) (1,448.30) (2,147.08) (1,576.61)
Profit after Tax 6,040.61 4,956.36 6,224.97 5,146.65
Other Comprehensive Income 5.21 (43.94) 1.91 (46.18)
Total comprehensive income for the year 6,045.82 4,912.42 6,226.88 5,099.98

COVID-19:

The outbreak of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The Company is engaged in the business of manufacturing and developing affordable and innovative medicines for healthier lives. Company is working relentlessly to minimize disruptions in the production and supply schedules to serve the society in this unprecedented pandemic situation, therefore, impact on the companys operations and revenue have not been materially impacted so far due to COVID-19.

Further the substantive economic package announced by Prime Minister recently could revive the downturn in economy to a great extent. The COVID - 19 impact remains a serious concern for governments and industries. The Company has implemented standard operating procedures of maintaining social distancing norms, workplace sanitisation and employee health monitoring, and these are being followed strictly at manufacturing location and its registered office. Company has also taken various initiatives focusing on safeguarding workforce health.

STATE OF COMPANYS AFFAIRS / OPERATIONS:

The Highlights of the companys performance (standalone) for the year ended March 31, 2021 are as under:

The Company reports 9.83% rise in the revenue from operations of Rs 41,305.52 Lakhs (Domestic Rs 15,568.29 Lakhs and Exports Rs 25,737.23 Lakhs) as against Rs 37,608.83 Lakhs (Domestic Rs 15,908.41 Lakhs and Exports Rs 21,700.42 Lakhs) in the previous year. EBITDA for the year was Rs 8,811.61 Lakhs (increase 23.24%) as against Rs 7,149.96 Lakhs in the previous year. The profit after tax has increased to Rs 6,040.61 Lakhs on a standalone basis as against profit after tax of Rs 4,956.36 Lakhs in previous year 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 the previous year. Detailed working on operation of the Company as provided in the management discussion and analysis report as forms part of these Annual Report.

The Company continues with its rigorous cost-optimization initiatives and efficiency improvements, which have resulted in significant savings through continued focus on cost controls, process efficiencies and product / formulation innovations that exceed ultimate consumer expectations in all areas, enabling the Company to maintain profitable growth in the healthy economic scenario.

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 financial year ended March 31, 2021 forms part of these annual report.

CREDIT RATING:

The Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agency. The details of credit ratings for long term bank loan facilities and short term bank loan facilities have been upgraded to ICRA A, outlook stable and ICRA A1 respectively.

DIVIDEND AND RESERVES:

Your company has an uninterrupted dividend payment history and considering the financial performance for the financial year ended March 31, 2021, The Board of Directors has recommended a dividend of Rs 1.50/- (Rupees one and fifty paise only) per equity share of face value of Rs 10/- each (i.e. 15%) for the financial year ended March 31, 2021 [Previous Year, directors have approved and declared interim dividend of Rs 1.50 (Rupees one and fifty paise only) per equity share (i.e. 15%)]. Dividend is subject to approval of members at the ensuing annual general meeting ("AGM) and shall be 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, 2016, makes 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 a dividend distribution policy. In compliance with the provisions of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on May 25, 2021, has approved and adopted the dividend distribution policy of the Company. The policy inter alia, lays down various parameters relating to declaration / recommendation of dividend. The dividend distribution policy of the company is available on the website of Company and can be accessed at www.lincolnpharma.com.

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

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"), 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").

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 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 / modified the authorised share capital of the Company. The paid-up share capital of the company as on March 31, 2021 was Rs 20,00,00,000/- divided into 2,00,00,000 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 the rules framed there under, Mr. Hashmukh I. Patel and Mr. Munjal M. Patel, Whole Time Directors of the Company retire by rotation at the ensuing AGM and they being eligible offer 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 managerial personnel of the company. In terms of Sections 203 of the Act, the key managerial personnel 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 the independent directors of the Company in accordance with the 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 and they have registered their names in the independent directors databank.

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.

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 boards functioning such as adequacy of the composition of the board and its committees, board 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 was 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.

CHANGE(S) IN THE NATURE OF BUSINESS:

During the financial year ended March 31, 2021, there has been no change in the Companys nature of business.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to the requirements of Section 134 and 178 (3) of the Act, a nomination and remuneration committee formulated and adopted policy on appointment and remuneration 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 at www.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, the directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) t he 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 of the Company at the end of the financial year on March 31, 2021 and of the profit of the Company for the year under review;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance 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 followed by the Company and that such internal financial 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.

NUMBER OF MEETINGS OF THE BOARD:

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

SECRETARIAL STANDARDS:

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

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

Your Company has in place adequate internal financial controls with reference to the financial statements commensurate with the size, scale and complexity of its operations. The Board of Directors of the Company are responsible for ensuring that internal financial controls have been laid down in the Company and such controls are adequate and operating effectively. The board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your companys operations.

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, 2021 to which 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 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to provision of the Section 186 of the Act, Company have not given any guarantee or provided any security during the year under review. The details of loans 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 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies / associate companies / joint ventures 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 the Company and can be accessed at www. lincolnpharma.com.

• During the year under review, Savebux Enterprises Private Limited, wholly owned subsidiary of the company has received an order from Honble NCLT for dissolution of the Company on March 26, 2021 under Section 59 of the Insolvency and Bankruptcy Code, 2016. Accordingly, the said Company stands dissolved w.e.f. March 03, 2021 i.e. the date of passing of the order.

• During the year under review, the Company has filled petition with Honble National Company Law Tribunal (NCLT), Ahmedabad Bench for approve of the scheme of amalgamation of Lincoln Parenteral Limited ("Transferor Company") with Lincoln Pharmaceuticals Limited ("Transferee Company") and their respective Shareholders and Creditors, the matter is being under consideration and hearing is pending before the NCLT.

INSURANCE:

The Company has taken adequate insurance to cover the risks to its employees, 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) of SEBI Listing Regulations, the Company have already formulated and adopted a risk management policy. By the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the board of directors of top one thousand listed entities based on their market capitalization (calculated as on March 31 of immediate previous financial year) have constitute a risk management committee, therefore, the board of directors of the Company shall constituted the risk management committee at its meeting held on May 25, 2021 and subsequently reviewed the existing policy and suitably changed as per the criteria given under SEBI Listing Regulations which articulates the Companys approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives. The 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. It identifies key risk areas, periodically reviews the risk management plan and ensures its effectiveness. 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 www. lincolnpharma.com.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year financial year ended March 31, 2021 with the related parties were in ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality 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) of the Companies (Accounts) Rules, 2014. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in the Notes to financial statements of the Company.

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

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

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the board of directors is available on the website 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 corporate social responsibility programs to drive positive and sustainable change in building resilient communities. During the year, the Company spent Rs. 1.11 crores (Rupees one crore eleven lakhs) on CSR activities. Corporate Social Responsibility reflects the strong commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business 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 hunger, preventive healthcare, women empowerment, girls education, etc. which is in accordance with 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 along with its annexure as forms part of this directors report (Annexure - 2).

HUMAN RESOURCES DEVELOPMENT:

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors of the Company has formulated a comprehensive vigil mechanism / whistle blower policy in line with the provisions of Section 177 (9) and Section 177 (10) of the Act, read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, for directors, employees or business associates for reporting the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Companys code etc. to the chairman of the audit committee. The mechanism also lays emphasis on making enquiry into whistle-blower complaint received by the Company. The Policy also provides for adequate safeguard against victimization of the directors / employees who avail the services of said mechanism. The said policy is available on the website of the Company and can be accessed at www.lincolnpharma.com.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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. The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. The policy aims the protection of the women employees at work place and providing the safe working environment where women feels secure. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration 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 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection 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. Any Member, who is interested in obtaining these, may write to the company secretary at the registered 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 of five years from conclusion of the twenty - third AGM til the conclusion of the twenty-eight AGM of the Company to be held in the year 2022.

Accordingly, Messrs J. T. Shah & Co., Chartered Accountants, Statutory 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 effect that their continuation as statutory auditors, would be in accordance with the provisions of Section 141 of the Act.

The auditors report are with unmodified opinion i.e. it does not contain any qualification, reservation or adverse remark or disclaimer for the financial year ended March 31, 2021.

2. COST AUDITOR:

The board of directors on the recommendation of the audit committee, appointed Messrs 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, 2022 as per Section 148 of the Act. Messrs 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 are free from any disqualifications 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 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 Messrs Kiran J. Mehta & Co., cost auditors forms part of the notice convening 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 directors have appointed Messrs Vishwas Sharma & Associates, Practicing Company Secretaries (Certificate of Practice Number: 16942) to undertake the secretarial audit of the Company for the financial year ended March 31, 2021. The secretarial auditors report issued by Messrs Vishwas Sharma & Associates, Practicing Company Secretaries in Form MR - 3 as forms part of this directors report (Annexure - 4).

The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks or disclaimer.

a) SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES:

Regulation 24A of the SEBI Listing Regulations requires to undertake and carried out secretarial audit of material unlisted Indian subsidiary i.e. Lincoln Parenteral Limited (LPPL) of the company. The secretarial audit report of LPPL have been issued by Messrs Vishwas Sharma & Associates, Practicing Company Secretaries which does 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, 2019, Company has undertaken an audit for the financial year ended March 31, 2021 for all applicable SEBI Regulations and circulars / guidelines issued thereunder. The annual secretarial compliance report issued by Messrs Vishwas Sharma & Associates, Practicing Company Secretaries have been submitted to the stock exchanges within prescribed time limit 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 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.

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. The audit report of the cost accountant of the Company for the financial year ended March 31, 2021 will be submitted to the relevant authority in due course.

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

During the financial year ended on March 31, 2021, There is no application 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 THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL 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 Regulations, the Business Responsibility Report (BRR) of the Company for the year ended March 31, 2021 forms part of this directors report (Annexure - 5).

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 a part of this Report 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 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 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 the Company and can be accessed at www.lincolnpharma.com.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

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 value. A report 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 - 7).

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.

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.

CAUTIONARY STATEMENT:

The annual report including those which relate to the directors report, management discussion and analysis report may contain certain statements on the Companys intent expectations or forecasts that appear to be forwardlooking 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 Companys performance could be the demand and supply for Companys product and services, changes in government regulations, tax laws, forex volatility etc.

ACKNOWLEDGEMENTS:

The board of directors wish to place on record its deep sense of appreciation for the committed services by all the employees in unprecedented pandemic situation. Further, we would also like to express their sincere appreciation for the assistance and co-operation received from the banks, government and regulatory authorities, 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