To The Members,
The Directors have pleasure in presenting the 30th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2012.
( Rs. in Lacs)
Financial Results Year Ended Year Ended
Income 13.46 15.27
Profit before Ta x & extraordinary item 4.87 -0.34
Less : Provision for Taxation 1.64 0.00
Profit after Tax 3.22 -0.34
Add : Profit brought
forward from Previous Year 87.78 88.12
Balance carried forward 91.00 87.78
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2011-2012. Directors are pleased to inform that
in spite of difficult times, your Company has broadly maintained its
performance. Gross income from operations remained at Rs. 13.46 Lac
during the year.
The Company was virtually in no business during the year under review
due to sell of its Factory at Tarapur as Machinery were very old and
were not performing as per standard equipments of pharma Industry. The
Company was not willing to go for modernization of its Machinery due to
high cost of Machinery as well as cost of Installation Charges because
of non-availability of appropriate fund for the same. Whatever income
was there during the period was on account of Commission and Trading of
Pharma Products rather than profit from its own Productions.
The Company is willing to do the trading activities in Pharma sector
for the time being and is planning to look for strategic investors who
can invest in the Company to do trading in Pharma products in big way.
The Company is also looking to diversify its business some other sector
and is still analyzing risk and opportunities in different sectors.
Due to lackluster performance during the year and because of
non-availability of sufficient cash fund as well as conserve resources
for future, your Directors do not recommends any Dividend for the year
The Company does not have any material non-listed Indian subsidiary
whose turnover or net worth (i.e. paid-up capital and free reserves
exceeding 20% of the consolidated turnover or networth respectively, of
the listed holding company and its subsidiaries in the immediately
preceding accounting year.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
The Company has appointed Mr. Alok Behera as Chairman of the Company
who, for the time being, will look after the business of Company and
along with its Managing Director Mr. Kanakia. However, there is no
Change in Management of the Company during the year under review.
Mr. Alok Behera, Mr. Ranjit Modi and Mr. Anil Kumar Saklecha have been
appointed as Additional Directors of the Company and are liable to
retire in Annual General Meeting.
Further, Mr. Bharat Kiran Kumar Shah, Mr. Arvind Surendra Chaturvedi
and Mr. Pratik Girish Goradia have been resigned from the Board for
Further, in accordance with the provisions of Act and Articles of
Association of your Company, Prakash Ravishankar Raval and Mr. Narayan
Anantrao Bhandarkar, Directors of your Company, who retires by
rotation, are not willing to offer themselves for re-appointment due to
Further, none of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2012, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 and of the profit of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
The Company being basically in the business of Pharma products trading
as well as doing the business of Commission Agent, requirement,
regarding and disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
The Auditors M/s K. U. Kothari & Co., Chartered Accountants, Mumbai
holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors U/S
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed. The
shareholders are requested to appoint Auditors and fix their
COMMENTS ON AUDITOR''S REPORT :
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of trading of
Pharma Products as well as doing the work of Commission Agents during
the year under review and hence the information regarding conservation
of energy, Technology Absorption, Adoption and innovation, the
information required under section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules 1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing
Agreement, a Report on the Corporate Governance and the Auditors
Certificate on Corporate Governance are annexed to this report.
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Mumbai, August 10, 2012 By order of the Board
For LIFELINE DRUGS & PHARMA LIMITED
Registered Office :
Office No. 17, 3rd Floor,
85/87, Old Hanuman Lane,
Alok Kr. Behera
Kalbadevi Rd, Mumbai-400 002 Managing Director