Home  »  Company  »  Ortin Laborator.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Ortin Laboratories Ltd.

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting before you the 31st Board''s Report of the Company together with the Audited Statements of Accounts for the year ended 31stMarch, 2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2018 has been as under:

(Rs. In Lakhs)

Particulars

2017-18

2016-2017

Total Income

8107.52

6707.64

Total Expenditure

8039.48

6594.58

Profit Before Tax

68.04

113.06

Provision for Tax

0.11

62.74

Profit after Tax

67.92

50.32

Transfer to General Reserves

-

-

Profit available for appropriation

67.92

50.32

Provision for Proposed Dividend

-

-

Provision for Dividend Tax

-

-

Balance Carried to Balance Sheet

67.92

50.32

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31stMarch and the date of Board''s Report. (i.e. 14.08.2018)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

4. DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

5. RESERVES:

The Company has not carried any amount to the reserves.

6. BOARD MEETINGS:

The Board of Directors duly met 6 (Six) times on 30.05.2017,

31.08.2017, 14.09.2017, 14.12.2017, 22.12.2017 and 13.02.2018

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declarations from Mr. J. R. K. Panduranga Rao, Mr. M. Tippayya, Mr. K. Pradyumna Teja, Mr. T Seshagiri and Mr. B. Gopal Reddy, and Mrs. T. Uma Sangeetha Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

8. DIRECTORS OR KMP APPOINTED OR RESIGNED.

Mrs. Uma Sangeetha was appointed as additional director w.e.f. 27.04.2018. Mrs. Lakshmi Sravani Dasari, Non-Executive Directorand Mr.M. Tippayya, Independent Director of the Company have resigned from the directorship of the Company with effective from 17.11.2017 and 30.07.2018 respectively. The Board places on record sincere its appreciation for the valuable services rendered by her during her tenure as Director.

Mr. S. Mohan Krishna Murthy and Mr. S. Balaji Venkateswarlu retire by rotation and being eligible offers himself for re-appointment.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/reappointment and Directors resigning are given as under:

Name of the Director

Date of Birth & Qualification

Expertise in specific functional areas

Names of listed entities in which the person also holds the directorship and the membership of Committees of the board

No. of Shares held in the Company

Inter se relationship with any Director

Mr. S. Murali

Krishna

Murthy

08.07.1959

B.SC

Management

1,43,475

Related to Mr. S. Mohan Krishna Murthy,

Mr. S. Balaji Venkateswarlu and Mr.

S. Srinivas Kumar

Mr. G.

Venkata

Ramana

18.08.1968

M.SC

Administration

8,18,409

Mr. S.

Mohan

Krishna

Murthy

18.09.1952

S.S.C

Accounts & Finance

35,816

Related to Mr. S. Murali Krishna Murthy, Mr. S. Balaji Venkateswarlu and Mr.

S. Srinivas Kumar

Mr. S. Balaji Venkateswarlu

07.04.1963

S.S.C

Marketing

1,57,827

Related to Mr. S. Mohan Krishna Murthy, Mr. S. Murali Krishna Murthy and Mr.

S. Srinivas Kumar

Mr. S. Srinivas Kumar

01-07-1965

S.S.C

Distribution

network

2,46,723

Related to Mr. S. Murali Krishna Murthy, Mr. S. Balaji Venkateswarlu and Mr.

S. Murali Krishna Murthy

Mr. B.

Satya

narayana

Raju

25-05-1950

SLSC

Administration and Finance.

4,96,130

Mr. J. R. K.

Panduranga

Rao

M.PHARMA

Technical

Advisor

Mr. K.

Pradyumna

Teja

06.08.1989

C.A

Financial

Advisor

--

--

--

Mr. T Seshagiri

18.08.1954

M.PHARMA

Technical

Advisor

Mr. B.

Gopal Reddy

26.01.1948

MBBS

Technical

Advisor

--

--

--

Mrs. Uma Sangeetha

14.02.1989

MBA

Public

Relations

--

--

—

9. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company''s website www.ortinlabsindia.com

10. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee of Directors

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report.

11. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

12. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 and of the profit and loss of the company for that period;

(c) 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(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.

(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.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiaries/associates/Joint ventures

14. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year neither any company became its subsidiary associates/Joint ventures nor ceased to be its subsidiary associates/Joint ventures.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,

2014, an extract of annual return in MGT 9 annexed as a part of this Annual Report

16. STATUTORY AUDITORS:

The members of the company in accordance with section 139 of the Companies Act, 2013 had passed a resolution for appointment of M/s. Sathuluri & Co., as Statutory Auditors of the company for a period of 5 years in the AGM held on 29.09.2017 to hold office up to the conclusion of 35th Annual General Meeting of the company to be held in the financial year 2021-2022 which is subject to ratification as per the provisions of Companies Act, 2013.

However, pursuant to notification from the MCA dated 07.05.2018, ratification of appointment of statutory auditors at every Annual General Meeting has been omitted.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Vivek Surana, Practicing Company Secretary is annexed to this Report as an annexure.

19. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2018 on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks except that the company does not have internal auditors.

The Board has noted the same and is making efforts to appoint Internal auditors for the Company and will appoint the same in due course of time.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received noticed for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

24. INSURANCE:

The properties and assets of your Company are adequately insured.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review which attracts provisions of Section 186 of the Companies act, 2013.

26. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company from Karnataka Bank Limited.

27. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

28. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis.

Your Directors draw attention of the members to Note 2.28 to the financial statement which sets out related party disclosures.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is applicable to your Company. M/s. KJU & Associates are the Cost Auditors of your Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (S. Murali Krishna Murthy), Joint Managing Director (G. Venkata Ramana), Wholetime Directors (S. Mohan Krishna Murthy,

S. Balaji Venkateswarulu, S. Srinivas Kumar) and Whole-time Director cum CFO (B. Satyanarayana Raju) to the median remuneration of employees is 4.46:1, 16.35:1, 2.35:1, 4.46:1, 4.46:1 and 12.38:1 respectively.

31. CORPORATE GOVERNANCE:

A Separate section titled “Report on Corporate Governance” along with the Auditor''s Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as a part of this Annual Report

32. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

33. DE-MERGER:

The Board of Directors in its meeting held on 31.07.2017 approved the scheme of arrangement between Ortin laboratories limited (Demerged Company) and Vineet Laboratories Limited (Resulting Company) for transfer by way of Demerger of the API Intermediates Division of the Demerged Company (defined as demerged undertaking) as a going concern to the Resu

Resulting Company, and consequential restructure of its share capital.

The Demerged Company has presently 2 (two) Divisions namely Formulations Division and API Intermediates Division. The formulations division is being operated through the Unit I located at Plot No.275 & 278, I.D.A Pashamylaram, Medak Dist. Telangana and the API Intermediates division is being operated through the Unit II located at Sy. No. 300, Malkapur Village, Choutuppal Mandal, Nalgonda District, Telangana. With an objective of achieving operational efficiencies and streamlining its current structure, the Demerged Company proposes to Demerge the API Intermediates Division currently operating through the Unit II (to the Resulting Company and the Demerged Company shall continue to carry on the Formulations Division Business.

The Company has applied to NSE and BSE for the No Objection to the Scheme of Arrangement and the approval is awaited

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

34. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

35. CEO/ CFO Certification

The Managing Director and CFO certification of the financial statements for the year 2017-18 is annexed in this Annual Report.

36. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing a remuneration of Rs. 1,02,00,000/and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

37. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director''s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees,

(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints at the beginning of the year: Nil

- No. of complaints received : Nil

- No. of complaints disposed off : Nil

39. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, shareholders of the Company and other statutory authorities etc. for their continued support for the growth of the Company.

For and on behalf of the Board of

For Ortin Laboratories Limited

Sd/- Sd/-

S. Murali Krishna Murthy G. Venkata Ramana

Place: Hyderabad Managing Director Joint Managing Director

Date: 14.08.2018 DIN: 00540632 (DIN: 00031873)


Mar 31, 2016

To

The Members of Ortin Laboratories Limited,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31stMarch, 2016.

1. FINANCIAL SUMMARY / HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS :

The performance during the period ended 31st March, 2016 has been as under:

(Rupees in Lakhs)

Particular

2015-2016

2014-2015

Total Income

6351.94

6063.27

Total Expenditure

6212.35

5929.94

Profit Before Tax

139.59

133.33

Provision for Tax

56.20

43.54

Profit after Tax

83.39

89.79

Transfer to General Reserves

-

-

Profit available for appropriation

83.39

89.79

Provision for Proposed Dividend

-

-

Provision for Corporate Tax

49.81

48.72

Balance Carried to Balance Sheet

83.39

89.79

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31stMarch and the date of Board''s Report. (i.e.12/08/2016).

The registered office of the Company was changed to D. No: 1-2-593/29, Ground Floor, Street No.4, Gagan Mahal Colony, Domalguda, Hyderabad, 500029, Telangana w.e.f.14.11.2015.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

5. TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

6. DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

8. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company''s financial position have occurred between the ends of the financial year of the Company.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been noticed for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in detail somewhere else in the report (if applicable) and forms part of this Report.

12. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (five) times on 30.05.2015, 14.08.2015,10.09.2015,

14.11.2015 and 11.02.2016 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

13. CORPORATE GOVERNANCE:

A Separate section titled “Report on Corporate Governance” along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the annual report.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report - Annexure I

15. RETIREMENTS AND RESIGNATIONS:

During the year no director has resigned from the Company. Mr. G. Venkata Ramana, Joint Managing Director and Mr. S. Mohan Krishna Murthy, whole time Director of the Company retires by rotation and being eligible offers themselves for re-appointment.

16. DIRECTORS/CEO/CFO AND KEY MANAGERIAL PERSONNEL:

During the year there was no change in the board.

17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. J. R. K. Panduranga Rao, Mr. M. Tippayya, Mr. K. Pradyumna Teja, Mr. T Seshagiri and Mr. B. Gopal Reddy Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. -Annexure-II

18. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had 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 and of the profit and loss of the company for that period;

c) 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;

d) The Directors had prepared the annual accounts on a going concern basis; and

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.\

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.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The Company does not have any subsidiaries/associates. During the year neither any company became its subsidiary nor ceased to be its subsidiary.

20. STATUTORY AUDITORS:

M/s. Mathesh & Ramana, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Mathesh & Ramana, Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

The Board recommends the re-appointment of M/s. Mathesh & Ramana, Chartered Accountants as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

21. INTERNAL AUDITORS:

There is no Internal Auditor appointed in the Company.

22. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

23. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and does not have any qualifications, reservations or adverse remarks except that the Company does not have a full time Company Secretary and Internal Auditor.

The Board has noted the same and is making efforts to appoint a suitable candidate for the post of Company Secretary and Internal Auditor.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs.1000 Crores or more, a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

25. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and NSE Limited and framed the following policies which are available on Company''s website i.e. www.ortinlabsindia.com

- Board Diversity Policy

- Policy on preservation of Documents

- Risk Management Policy

- Whistle Blower Policy

- Familiarization programme for Independent Directors

- Anti Sexual Harassment Policy

- Related Party Policy

- Code of Conduct

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: Rs.8,15,679

27. INSURANCE:

The assets of your Company are adequately insured.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

29. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee from Karnataka Bank, Nampally Branch.

30. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is applicable to your Company. M/s. KJU & Associates are the Cost Auditors of your Company.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the ratio of remuneration of managing director (S. Murali Krishna Murthy), joint managing director (G. Venkata Ramana), whole time directors (S. Mohan Krishna Murthy, S. Balaji Venkateswarulu, S. Srinivas Kumar) and whole time director cum CFO (Bh. Satyanarayana Raju) is 0.39:1, 0.43:1, 0.25:1, 0.28:1 respectively.

32. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

33. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for the year 201516 is provided elsewhere in this Annual Report.

34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

35. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

36. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee''s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during the period under review.

7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.

8. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

37. EMPLOYEE RELATIONS AND REMUNERATION:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil

No. of complaints disposed off: Nil

39. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board of

For Ortin Laboratories Limited

S. Murali Krish na Murthy G. Venkata Ramana

Managing Director Joint Managing Director

DIN:00540632 DIN:00031873


Mar 31, 2015

Dear Members,

We have pleasure in presenting the 28th Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particular 2014-2015 2013-2014

Total Income 6063.27 6795.09

Total Expenditure 5929.94 6626.81

Profit Before Tax 133.33 168.28

Provision for Tax 43.54 49.64

Profit/(Loss) after Tax 89.79 118.64

Transfer to General Reserves - -

Profit available for appropriation 89.79 118.64

Provision for Proposed Dividend - -

Provision for Corporate Tax 48.72 37.64

Balance Carried to Balance Sheet 89.79 118.64

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 6041.26 Lakhs and the Profit of Rs. 89.79 Lakhs in the current year against the turnover of Rs. 6713.64 Lakhs and the profit of Rs. 118.64 Lakhs in the previous financial year ending 31.03.2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business activities.

DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

BOARD MEETINGS:

The Board of Directors met 7 times during the year on 30.05.2014, 01.06.2014, 14.08.2014, 01.09.2014, 14.11.2014, 14.02.2015 and 31.03.2015 and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. D. Jagannadha Raju has resigned from the office of Directorship citing personal reasons during the year. The Board placed on record its sincere appreciation for the valuable services rendered by them during their tenure as directors of the Company.

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mr. S. Mohan Krishna Murthy and Mr. S. Balaji Venkateswarlu retires by rotation and being eligible, offers themselves for re-appointment at this ensuing Annual General Meeting. Your Directors recommend their re-appointment.

During the year, Ms. Lakshmi Sravani Dasari was appointed as additional director of the Company and Ms. Sharvari Suhas Khadke was appointed as Company Secretary.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the Nomination and Remuneration Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background 0 Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination and Remuneration Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the Nomination and Remuneration committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of Companies Act, 2013.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declarations from Mr. J. R. K. Panduranga Rao, Mr. M. Tippayya, Mr. K. Pradyumna Teja, Mr. T Seshagiri and Dr. B. Gopal Reddy Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). (Annexure II)

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment 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 and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The Directors of the Company had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

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.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (ANNEXURE I)

AUDITORS:

M/s. Mathesh & Ramana, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re- appointment. Your directors propose the appointment of M/s. Mathesh & Ramana, Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

INTERNAL AUDITORS:

There is no Internal Auditor appointed in the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

As per the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed S. S. Reddy & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31,2015. Secretarial Audit Report issued by S. S. Reddy & Associates, Practicing Company Secretaries in form MR-3 is enclosed herewith.

Secretarial auditors have observed that, the Company Secretary was appointed on 01.01.2015 and internal auditors were not appointed. CFO was appointed on 31.03.2015. It was also observed that the unsecured loans were taken from the other parties including directors of the Company. The Board has decided to ensure all the compliances scrupulously henceforth.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.134 of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs. 23,06,752

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not has the net worth of Rs. 500 crores or more, or turnover of Rs. 1000 crores or more, or a net profit of Rs. 5 crores or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy

RELATED PARTY TRANSACTIONS:

During the year, the Company had entered into the 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.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.ortinlabsindia.com.

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 31.03.2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 7 (Seven) non-independent directors namely:

i. ) Mr. S. Murali Krishna Murthy

ii. ) Mr. G. Venkata Ramana

iii. ) Mr. S. Mohan Krishna Murthy

iv. ) Mr. Balaji Venkateswarlu

v. ) Mr. S. Srinivasa Kumar

vi. ) Mr. B. Satyanarayana Raju vii) Ms. Lakshmi Sravani Dasari

The meeting recognized the significant contribution made by non-independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is applicable to your Company. M/s. KJU & Associates are the Cost Auditors of your Company.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment : NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil

No. of complaints disposed off: Nil

ACKNOWLEDGMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, S. Murali Krishna Murthy, managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of For Ortin Laboratories Limited

Sd/-

S. Murali Krishna Murthy Place: Hyderabad Managing Director Date: 14.08.2015 DIN:00540632


Mar 31, 2014

Dear Members,

We have pleasure in presenting the 27th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 2013-14 2012-13

Income 6774.13 7506.90

Expenditure 6626.81 7321.16

Profit for the year 168.28 185.74

Less: Tax & Prior period Expenditure 49.63 83.70

Less: Proposed Dividend - 42.35 Net Profit carried to Balance Sheet 118.65 59.69

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs.6713.64 Lakhs and the profit of Rs.118.64 Lakhs in the current year against the turnover of Rs.7482.77 Lakhs and the profit of Rs.109.23 Lakhs in the previous financial year ending 31.03.2013.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your Company are listed on the Madras Stock Exchange Limited and are being traded on BSE Limited.

CAPITAL OF THE COMPANY:

The Authorised Share capital of the Company stands at Rs.20,00,00,000/- (Rupees Twenty Crores Only) divided in to 2,00,00,000 equity shares of Rs.10/- and Subscribed, Paid up capital of the company is Rs.16,94,04,000/- (Rupees Sixteen Crores Ninety-four Lacks and Four Thousand only) divided in to 1,69,40,400 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

During the year, Mr. T Seshagiri and Dr. B. Gopal Reddy were appointed as Additional Directors w.e.f. 01.06.2014. Now the Board proposes to appoint them as Independent Directors subject to necessary compliances.

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your directors are seeking appointment of Mr. K. Pradyumna Teja, Mr. J. R. K. Panduranga Rao and Mr. M. Tippayya as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. K. Pradyumna Teja, Mr. J. R. K. Panduranga Rao and Mr. M. Tippayya are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 27th Annual General Meeting.

In accordance with the Companies Act, 2013, Mr. S. Balaji Venkateswarlu and Mr. D. Jagannadha Raju retire by rotation and are eligible for reappointment. However Mr. D. Jagannadha Raju has not opted for re-appointment. The Board recommends the re-appointment of the Directors above.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts have followed the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had 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.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

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

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs. 1.57 Lacs

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them code of conduct has also been placed on the website of the company A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

M/s. Mathesh & Ramana, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

AUDIT COMMITTEE:

During the year, (4) four meetings of the Audit Committee were held on the 30.05.2013, 14.08.2013, 14.11.2013 and 14.02.2014

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, S. Murali Krishna Murthy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board M/s. Ortin Laboratories Limited

Sd/- Sd/- Place: Hyderabad S. Srinivasa Kumar S. Murali Krishna Murthy Date: 01.09.2014 Whole Time Director Managing Director DIN:02010272 DIN:00540632


Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report together with audited accounts of the Company for the year ended on March 31, 2010.

FINANCIAL RESULTS:

Rupees in lakhs

2008-09 2009-10

Income 2,981.76 3141.34

Gross Expenditure 2,831.63 2984.31

Gross Profit before interest and depreciation 150.13 157.03

Interest 37.44 7.59

Depreciation 19.36 19.46

Profit before Taxation 93.33 129.97

Provision for Taxation 36.08 54.19

Profit after Tax 57.24 75.78

Dividend 29.36 37.60

Dividend Tax 4.99 6.39

E.P.S(inRs.) 1.70 2.24



OPERATIONS:

During the year the company has made a turnover of Rs. 3141.34 lacs including other income of Rs. 7.32 lacs and a net profit of Rs. 75.78 lacs against the turnover of Rs. 2,981.76 lacs including other income of Rs. 12.02 lacs and net profit of Rs. 57.24 lacs • in the previous year.

DIVIDEND:

Your Directors recommended a dividend of 8% on the equity shares of Rs. 10 each for the year ending 31.03.2010.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling with the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

PAID UP CAPITAL OF THE COMPANY:

The paid up capital of the company stands at Rs. 3,67,04,000 divided in to 36,70,400 equity shares of Rs.10/- each as on 31st March, 2010..

During the year 2010-11 the company has allotted 15,00,000 warrants to the Promoters & others at an issue price of Rs.18/- each. Of which, 10,30,000 warrants are converted into 10,30,000 equity shares of Rs.10/- each with a premium of Rs.8/- per share. The proceeds of the issue have been utilized for the purpose mentioned in the notice of the General Body Meeting through which the company has obtained the consent of the shareholders.

PROPOSED TO MERGE M/S. VINEET LABORATORIES PRIVATE LIMITED WITH THE COMPANY:

The Board in its meeting held on 21.07.2010 decided to acquire M/s. Vineet Laboratories Private Limited by way of merger/ amalgamation. M/s. M.M. Reddy & Co. was appointed to conduct valuation of companies and make out a valuation report in order to finalise swap ratio.

M/s. Vineet Laboratories Private Limited is an unlisted company, located in the State of Andhra Pradesh and is engaged in the business of Manufacturing of Fine Chemicals, Custom Synthesis and Specialized in making Bulk Drug Intermediates like Anti Retro Virals and Lipid Lowering Agents etc. It has recorded a turnover of Rs.37 crores with a net profit of Rs.3.69 crores for the financial year 2008-09 and a turnover of Rs.48 crores with a net profit of Rs.4.10 crores for the financial year 2009-10.

DIRECTORS:

Mr. J. R. K. Panduranga Rao and Mr. D. Hanumantha Rao, Directors are liable to retire by rotation at this Annual General Meeting and being eligible, offers themselves for reappointment.

Your Board recommends for the re-appointment of above said Directors in the best interests of the company.

Mr. Goturi Sreenivasulu Guptha, Director of the company has resigned from the Board during the year. The Board placed on records its sincere appreciation for the valuable services rendered by him during his tenure as director on the Board of the company.

Mr. Pradyumna Teja Kavoory was appointed as additional director on the board of the company w.e.f. 14.06.2010.

Mr. K. V. Ramana Murthy, independent Director and a member on the Audit Committee expired on 17th July,2009. The Board has placed on records its deep condolences on his sudden demise and also placed its sincere appreciation for the valuable services rendered by him during his tenure as director on the Board of the company.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms 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. The Directors have selected such accounting policies and applied them consistently and made judgment 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 have taken proper and sufficient care 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 Directors have prepared the Annual accounts on a going concern basis. REPORT ON CORPORATE GOVERNANCE:

A note on corporate governance is enclosed.

AUDITORS:

M/s. Mathesh & Ramana., Chartered Accountants, Hyderabad, will retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible have expressed their willingness to be reappointed as statutory auditors of the company to hold office until the conclusion of the next Annual General Meeting of the company.

FIXED DEPOSITS:

Your company has not accepted any deposits from the public during the year under review.

INDUSTRIAL RELATIONS:

Industrial relations during the year under review continued to be cordial.

PARTICULARS OF EMPLOYEES:

There are no employees covered by the company (disclosure of particular in the report of directors) rules 1988 and particulars of employees under section 217(1) (a) of the Companies Act 1956.

CONSERVATION OF ENERGY:

The information required under section 217(1)(a) of the companies Act 1956, with the companies(disclosure of particular in the report of directors) rules 1988 with respective matters is also appended here to and forms part of the report.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board of

M/S.ORTIN LABORATORIES LIMITED

Sd/-

S. Murali Krishna Mutiny

Place: Hyderabad MANAGING DIRECTOR

Date: 26-08-2010

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X