Mar 31, 2025
The Directors have pleasure in presenting before you the 38th Board''s Report and the Audited
Financial Statement of the Company for the Financial Year ended 31st March 2025.
The performance of the Company during the year has been as under:
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from Operations |
34.22 |
211.15 |
|
Other Income (Including Exceptional Items) |
4.13 |
17.34 |
|
Total Revenue |
38.35 |
228.49 |
|
Total Expenses |
124.02 |
935.90 |
|
Profit Before Tax |
(85.67) |
(707.52) |
|
Less Exceptional items |
(1.92) |
0.11 |
|
Less: Tax expense |
(32.72) |
(32.82) |
|
Profit / (Loss) After Tax |
(84.64) |
(804.10) |
|
Other Comprehensive Income |
0 |
0 |
|
Total Comprehensive Income |
(84.64) |
(804.10) |
|
Earning per Equity Share- Basic & Diluted (in Rs.) |
(1.04) |
(9.89) |
The total revenue of the Company for the financial year under review was Rs. 38.35 Lakhs as
against Rs. 228.49 Lakhs for the previous financial year. The Company recorded a net loss of
Rs. 84.64 Lakhs for the financial year 2023-24 as against the net loss of Rs. 804.10 Lakhs for
the previous year.
The directors have not recommended dividend for the year 2024-25.
The information on Company''s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and forms part of this Report.
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, company has not
proposed to transfer any amount to general reserves account of the company during the year
under review.
The Closing balance of reserves, including retained earnings, of the Company as at March
31st 2025 is Rs. 197.75 Lakhs.
During the period under review there was no change in the nature of Business.
However, the shareholders at its EGM held on 11.04.2024 has altered its Object Clause of the
Memorandum of Association of the Company and inserted new sub-clauses which in brief
enables the Company to purchase, sell, manufacture, produce, grow, import, export, pack,
repack, refine, acquire, process, store, distribute, exchange or otherwise deal in all types of
medicines including Ayurvedic, Homeopathic, Allopathic, Unani, Biochemical, nature cure or
any other medicinal system or branch of medicine research center etc; and to carry on the
Business of real estate construction, real estate trading, mining, mining trading, ore trading, to
carry on and engaged in the business of Real Estate Development, Area Estate and Site
Development and to carry on the business as a Planner, Builder, Real Estate Developer etc. in
addition to the existing objects of the Company.
There were no major material changes and commitments affecting the financial position of the
Company.
There was no revision of the financial statements for the year under review.
The Authorized share capital of the Company as on 31st March 2025 stood at Rs.9,60,00,000/-
(Rupees Nine crores Sixty Lakhs Only) divided into 96,00,000 (Ninety Six Lakhs) equity
shares of the face value of Rs. 10/- (Rupees Ten Only) each.
The issued, subscribed and paid-up share capital of the Company as on 31st March 2025
stood at Rs. 8,13,13,920 (Rupees Eight Crores Thirteen Lakhs Thirteen Thousand Nine
Hundred and Twenty Only) divided into 81,31,392 (Eighty One Lakhs Thirty One Thousand
Three Hundred and Ninety Two) equity shares of the face value of Rs. 10/- (Rupees Ten Only)
each.
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount /shares is required to be transferred to Investor Education and
Provident Fund under the Section 125(1) and Section 125(2) of the Act.
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.
During the FY 2024-25 and subsequent to 31.03.2025, following are the appointments/
reappointments/ resignations took place as detailed below:
During the Financial Year 2024-25 following are the appointments/reappointments took place
during the year.
|
Sl.no |
Name of the |
Designation |
Appointment /Resignation |
Date |
|
1. |
Mrs. Divya |
Company Secretary |
Resignation |
18.07.2024 |
|
2 |
Mr. Ramesh Joshi |
Whole Time Director |
Appointment |
13.08.2024 |
|
3 |
Mrs. Smitaben |
Independent Director |
Appointment |
13.08.2024 |
|
4 |
Mr. Pratik Panchal |
Independent Director |
Appointment |
13.08.2024 |
|
5 |
Mr. Rutvik Beladiya |
Non-Executive Director |
Appointment |
13.08.2024 |
|
6 |
Mr. Nitesh Kumar |
Company Secretary |
Appointment |
25.09.2024 |
|
7 |
Mr. Balaji Venkateswarlu Sanka |
Non-Executive Director |
Cessation |
30.09.2024 |
|
8 |
Mr. Srinivasa |
Whole-time Director |
Cessation |
30.09.2024 |
|
9 |
Mr. Nitesh Kumar |
Company Secretary |
Resignation |
04.11.2024 |
Subsequent to 31.03.2025 till date following are the appointment /resignation that took place:
|
Sl.no |
Name of the |
Designation |
Appointment /Resignation |
Date |
|
1. |
Mrs. Madhu Mala |
Company Secretary |
Appointment |
01.04.2025 |
|
2 |
Mr. S. Srinivasa Kumar |
CFO |
Resignation |
01.04.2025 |
|
2 |
Mr. Prashant Prakash |
Whole-time Director |
Appointment |
10.07.2025 |
|
3 |
Mrs. Prakruti Prashant |
Whole-time Director |
Appointment |
10.07.2025 |
|
4 |
Mr. Sarang Balbhimrao |
Chairperson and |
Appointment |
10.07.202 |
|
5 |
Mr. Ajay Vishwakarma |
Independent Director |
Appointment |
10.07.202 |
|
6 |
Mr. Wani Rahul |
Chief Financial |
Appointment |
10.07.2025 |
|
7 |
Mr. Murali Krishna |
Chairperson and |
Resignation |
10.07.202 |
|
8 |
Mr. Ramesh Joshi |
Whole-time Director |
Resignation |
10.07.2025 |
|
9 |
Mrs. Smitaben Suthar |
Independent Director |
Resignation |
10.07.202 |
|
10 |
Ms. Pottur Sujatha |
Independent Director |
Resignation |
10.07.202 |
|
11 |
Mr. Pratik Bharatbhai |
Independent Director |
Resignation |
10.07.202 |
|
12 |
Mr. Ritvikbhai |
Independent Director |
Resignation |
10.07.202 |
The Company has received declarations from all the 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 under regulation 16(1) (b) read with Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with the Company''s
Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s).
The Board of Directors duly met Six (6) times during the financial year from 1st April 2024 to
31st March 2025 on 30.05.2024, 13.08.2024, 25.09.2024, 04.11.2024, 13.11.2024, and
12.02.2025 and 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.
The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.
The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors was conducted on 12.02.2025 to evaluate the
performance of non-independent directors, the board as a whole and the Chairman of the
Company, taking into account the views of executive directors and nonexecutive directors.
The Board reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc.
Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.
16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure-I to this Report.
The Statement containing the particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in Annexure-II to this report.
During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs. 8,50,000/- per month and above in aggregate per month, the limits
specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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 to median employees is
as mentioned in Annexure- I.
Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act, 2013 the
Board of Directors, to the best of their knowledge and ability, confirm that:
in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
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 or loss of the
Company for that period;
the Directors have 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;
the Directors have prepared the annual accounts on a going concern basis;
the Directors have lain down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and
the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Your Company has well established procedures for internal control across its various
locations, commensurate with its size and operations. The organization is adequately staffed
with qualified and experienced personnel for implementing and monitoring the internal control
environment.
The internal audit function is adequately resourced commensurate with the operations of the
Company and reports to the Audit Committee of the Board.
20. 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:
During the Financial Year 2024-25, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.
The Managing Director certification of the financial statements under regulation 17 (8) of SEBI
(Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2024-2025 is
annexed as an Annexure-VII in this Annual Report.
During the year under review, the Company does not have any subsidiaries, joint ventures or
Associate Companies.
Since the Company has not accepted any deposits during the Financial Year ended March 31,
2025, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to
file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed timelines.
During the year under review, the Company has not given loans, Guarantees or made any
investments exceeding the limits as prescribed under the provisions of section 186 of the
Companies Act, 2013.
All related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of business. During the financial year 2024-25,
there were no material significant related party transactions made by the Company with the
Promoters, Directors, Key Managerial Personnel or the Senior Management which may have
a potential conflict with the interest of the Company at large. The transactions with the related
parties are routine and repetitive in nature.
All related party transactions were placed before the Audit Committee/Board for review and
approval.
The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-III to this
report.
During the year, the Company amended the Policy on Dealing with Related Party Transactions
(âRPT Policy'') which was approved by the Board of Directors to give effect to the amendments
in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) (Sixth
Amendment) Regulations, 2021. The RPT Policy is available on the Company''s website at
www.ortinlabsindia.com.
The particulars as prescribed under Section 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:
Research and Development (R&D): NIL
Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
The Audit Committee of the Company is constituted in line with the provisions of Regulation
18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 are
included in the Corporate Governance report, which forms part of this report.
The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of
this report.
The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of
this report.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with
Regulation 22 of SEBI (LODR) Regulations, 2015, the Board of Directors has formulated a
Whistle Blower Policy. The Company promotes ethical behavior and has put in place a
mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism
and Whistle-blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct. Employees may report their
genuine concerns to the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee.
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.
There are no significant and material orders passed by the regulators /courts that would impact
the going concern status of the Company and its future operations.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s.
Mathesh & Ramana, Chartered Accountants, was appointed as statutory auditors of the
Company at the 35th Annual General Meeting held on 30.09.2022 upto the conclusion of 40th
Annual General Meeting to be held in the calendar year 2027.
The Auditors'' Report for fiscal 2025 does not contain any qualification, reservation or adverse
remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
The Company has received audit report with unmodified opinion for audited financial results of
the Company for the Financial Year ended March 31,2025 from the statutory auditors of the
Company.
The Auditors have confirmed that they have subjected themselves to the peer review process
of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the
Peer Review Board of the ICAI.
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, 2025 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, 2025
on the Compliances according to the provisions of Section 204 of the Companies Act 2013,
and has noted that there are no observations except the following:
Observations in the Secretarial Audit Report:
1. Non-appointment of internal auditor in terms of Section 138 of the Companies Act, 2013 for the
FY 2024-25.
2. The Company has not filled the vacancy of Company Secretary and Compliance Officer within
three months from the date of vacancy, as required under Regulation 6(1A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There was no company
Secretary and Compliance Officer from 03.02.2025 - 31.03.2025.
Managementâs Comment:
1. The Board is in the process of appointing Internal Auditor.
2. The Board has appointed Mrs. Madhu Mala Solanki as the Company Secretary and
Compliance Officer w.e.f. 01.04.2025.
(c) Annual Secretarial Compliance Report:
The Company has filed the Annual Secretarial Compliance Report for the year 2024-25 with
the BSE Limited and National Stock Exchange of India Limited. The report was received from
Akhilesh Singh & Associates, Practicing Company Secretaries and filed with both the
Exchanges on 27.05.2025.
During the year, no Internal Auditor was appointed by the company.
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations
of the Audit Committee, the Board of Directors had appointed M/s. Akhilesh Singh &
Associates, Practicing Company Secretaries (CP No. 9322) as the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for financial year ended March 31,2025.
The report of the Secretarial Auditor is enclosed herewith vide Annexure-IV of this Report.
The Company in its Board meeting held on 26.05.2025 has appointed M/s. Aakanksha Dubey
& Co., Practicing Company Secretaries as Secretarial Auditor for a period of 5 years from fY
2025-26 to 2029-30, subject to the approval of the members in the ensuing Annual General
Meeting.
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry of Corporate Affairs.
The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Companies Act, 2013, as on March 31,2025.
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 annual return is uploaded on
the website of the company i.e.www.ortinlabsindia.com.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act, are not applicable for the business activities carried out by the
Company.
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation
provides an overview of the affairs of the Company, its legal status and autonomy, business
environment, mission & objectives, sectoral and operational performance, strengths,
opportunities, constraints, strategy and risks and concerns, as well as human resource and
internal control systems is appended as Annexure-V for information of the Members.
Independent Directors are familiarized about the Company''s operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company is also made to the directors.
Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group practices.
The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is
also assessed on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI
(LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate
Governance Report.
We affirm that the remuneration paid to the Directors is as per the terms laid down in the
Nomination and Remuneration Policy of the Company.
The Company has implemented all of its major stipulations as applicable to the Company. As
stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a
report on Corporate Governance duly audited is appended as Annexure-VI for information of
the Members. A requisite certificate from the Secretarial Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to the Report on
Corporate Governance.
42. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178:
The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is
also assessed on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance
with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR)
Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate
Governance Report. We affirm that the remuneration paid to the Directors is as per the terms
laid down in the Nomination and Remuneration Policy of the Company.
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading, is available on our website (www.ortinlabsindia.com)
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. During the year 2024-25, there were no
complaints received by the Committee.
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
During the year under review, no corporate actions were done by the Company which were
failed to be implemented.
The properties and assets of your Company are adequately insured.
During the year under review, there were no applications made or proceedings pending in the
name of the Company under Insolvency and Bankruptcy Code, 2016.
49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:
During the year under review, there has been no one-time settlement of loans taken from
banks and financial institutions.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
website https://www.ortinlabsindia.com/investors/ policies). The policies are reviewed
periodically by the Board and updated based on need and new compliance requirement.
During the year under review, the Company has taken up any of the following activities:
i. Issue of sweat equity share: NA
ii. Issue of shares with differential rights: NA
iii. Issue of shares under employee''s stock option scheme: NA
iv. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
v. Buy back shares: NA
vi. Disclosure about revision: NA
vii. Preferential Allotment of Shares: NA
The Company has adequate internal controls consistent with the nature of business and size
of the operations, to effectively provide for safety of its assets, reliability of financial
transactions with adequate checks and balances, adherence to applicable statues,
accounting policies, approval procedures and to ensure optimum use of available resources.
These systems are reviewed and improved on a regular basis. It has a comprehensive
budgetary control system to monitor revenue and expenditure against approved budget on an
ongoing basis.
During the year under review, no Company has become or ceased to become its subsidiaries,
joint ventures or associate Company.
The 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 and as such, no amount of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize risks
and also to identify business opportunities. As a process, the risks associated with the
business are identified and prioritized based on severity, likelihood and effectiveness of
current detection. Such risks are reviewed by the senior management on a quarterly basis.
Risk Management Committee of the Board of Directors of your Company assists the Board in
(a) overseeing and approving the Company''s enterprise-wide risk management framework; and
(b) overseeing that all the risks that the organization faces such as strategic, financial, credit,
market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been
identified and assessed, and there is an adequate risk management infrastructure in place
capable of addressing those risks. The development and implementation of risk management
policy has been covered in the Management Discussion and Analysis, which forms part of this
Report.
Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in complying
with all pollution control measures from time to time strictly as per the directions of the
Government.
We would like to place on record our appreciation for the efforts made by the management and
the keen interest shown by the Employees of your Company in this regard.
During the year under review, the Company in its shareholders meeting held on 11.04.2024
has changed its name from Ortin Laboratories Limited to Ortin Global Limited.
The Company has received the approval for the same from ROC, Ministry of Corporate Affairs
on 14.06.2024.
During the year under review, the Company in its Board meeting held on 30.05.2024, has
changed its registered office from D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Steet No. 3,
Baghlingampally, Hyderabad, Telangana, India, 500044 to May Fair Gardens, 8-2-682/3/A &
3B, Flat No 201, 2nd Floor, Road No 12, Banjara Hills, Hyderabad-50034, Telangana India
w.e.f. 30.05.2024.
The Company in its Board meeting held on 10.07.2025, has further changed its registered
office from May Fair Gardens, 8-2-682/3/A & 3B, Flat No 201,2nd Floor, Road No 12, Banjara
Hills, Hyderabad-50034, Telangana India to D. No: 18-305, Ground Floor, Chikkadpally,
Hyderabad - 500020 (Telangana) India w.e.f. 10.07.2025.
The Company has set up a new Corporate Office at One BKC 9th Floor 915 Plot No C-66, G
Block, Bandra Kurla Complex, Bandra East, Mumbai-400051, Maharashtra, India w.e.f.
12.07.2025.
The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.
During the year under review, company has not raised any funds from public or through
preferential allotment.
The Company has complied with the provisions of the Maternal Benefit Act, amendments and
rules framed thereunder. All eligible women employees are provided with maternal benefits as
prescribed under Act,1961, including paid maternity leave, nursing breaks and protection from
dismissal during maternity leave.
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 and shareholders of the Company for their continued support for the
growth of the Company.
(formerly known as Ortin Laboratories Limited)
Date: 05.09.2025 DIN: 00540632 (DIN: 11128335)
Mar 31, 2024
The Directors have pleasure in presenting before you the 37th Board''s Report and the Audited
Financial Statement of the Company for the Financial Year ended 31st March 2024.
The performance of the Company during the year has been as under:
(Rs. In Lakhs)
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from Operations |
211.15 |
602.03 |
|
Other Income (Including Exceptional Items) |
17.34 |
4.20 |
|
Total Revenue |
228.49 |
606.23 |
|
Total Expenses |
935.90 |
614.61 |
|
Profit Before Tax |
(707.41) |
(8.38) |
|
Less Exceptional items |
0.11 |
2.67 |
|
Less: Tax expense |
(32.82) |
(169) |
|
Profit / (Loss) After Tax |
(804.10) |
(9.36) |
|
Other Comprehensive Income |
0 |
0 |
|
Total Comprehensive Income |
(804.10) |
(9.36) |
|
Earning per Equity Share- Basic & Diluted (in Rs.) |
(9.89) |
(0.12) |
The total revenue of the Company for the financial year under review was Rs.228.49 Lakhs as
against Rs. 606.23 Lakhs for the previous financial year. The company recorded a net loss of
Rs. 804.10 Lakhs for the financial year 2023-24 as against the net loss of Rs. 9.36 Lakhs for
the previous year.
The directors have not recommended dividend for the year 2023-24.
The information on Company''s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and forms part of this Report.
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, company has not
proposed to transfer any amount to general reserves account of the company during the year
under review.
The Closing balance of reserves, including retained earnings, of the Company as at March
31st 2024 is Rs. (530.75) Lakhs.
During the period under review there was no change in the nature of Business.
However, from 01st April, 2024 to the date of the Report (i.e. 13.08.2024) the Company has
altered its Object Clause of the Memorandum of Association of the Company and inserted new
sub-clauses which in brief enables the Company to purchase, sell, manufacture, produce,
grow, import, export, pack, repack, refine, acquire, process, store, distribute, exchange or
otherwise deal in all types of medicines including Ayurvedic, Homeopathic, Allopathic, Unani,
Biochemical, nature cure or any other medicinal system or branch of medicine research center
etc; and to carry on the Business of real estate construction, real estate trading, mining, mining
trading, ore trading, to carry on and engaged in the business of Real Estate Development,
Area Estate and Site Development and to carry on the business as a Planner, Builder, Real
Estate Developer etc. in addition to the existing objects of the Company.
There were no major material changes and commitments affecting the financial position of the
Company after the end of the financial year and up to date of this report (i.e., 13.08.2024)
except of the Change in objects in the Memorandum of Association of the Company and
Change in the Name of the Company from Ortin laboratories Limited to Ortin Global Limited.
The Board in its meeting held on 13.08.2024 has approved the Financial Statements as per
Schedule III of the Companies Act, 2013.
The Authorized share capital of the Company as on 31st March 2024 stood at Rs.9,60,00,000/-
(Rupees Nine crores Sixty Lakhs Only) divided into 96,00,000 (Ninety Six Lakhs) equity
shares of the face value of Rs. 10/- (Rupees Ten Only) each.
The issued, subscribed and paid-up share capital of the Company as on 31st March 2024
stood at Rs. 8,13,13,920 (Rupees Eight Crores Thirteen Lakhs Thirteen Thousand Nine
Hundred and Twenty Only) divided into 81,31,392 (Eighty One Lakhs Thirty One Thousand
Three Hundred and Ninety Two) equity shares of the face value of Rs. 10/- (Rupees Ten Only)
each.
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount /shares is required to be transferred to Investor Education and
Provident Fund under the Section 125(1) and Section 125(2) of the Act.
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.
During the year, under the review following were the appointments/ reappointments/
resignations took place as detailed below:
⢠Appointment of Mr. Pramod Dnyandeo Waghe as a Non-Executive Director (DIN:10506276)
of the Company w.e.f. 11.04.2023;
⢠Appointment of Mr. Shashikant Shankarrao Igave as a Non-Executive Director
(DIN:10506334) of the Company w.e.f. 11.04.2023;
⢠Resignation of Mr. Nitesh Kumar Sharma as the Company Secretary of the Company w.e.f.
12.03.2023;
⢠Appointment of Mr. Harish Sharma as the Company Secretary of the Company w.e.f.
10.10.2023;
⢠Resignation of Mr. Harish Sharma as the Company Secretary of the Company w.e.f.
10.11.2023;
⢠Appointment of Ms. Divya Purswani as the Company Secretary of the Company w.e.f.
09.02.2024.
However, as on the date of the Report Ms. Divya Purswani resigned as the Company
Secretary of the Company w.e.f.18.07.2024 and Mr. S. Murali Krishna Murthy is acting as the
Compliance Officer of the Company till the Vancy of the Key Managerial person is filled.
The Company has received declarations from all the 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 under regulation 16(1) (b) read with Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with the Company''s
Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
During the year, Non-executive Director had no pecuniary relationship or transactions with the
Company, other than sitting fees, their holding, commission and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s) except Mr. Sanka Balaji Venkateswarlu, Non-Executive Director.
The Board of Directors duly met Seven (7) times during the financial year from 1st April 2023 to
31st March 2024 on 30.05.2023, 14.08.2023, 06.09.2023, 10.10.2023, 14.11.2023,
09.02.2024 and 13.02.2024 and 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.
Evaluation of all Board members is performed on an annual basis. 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 Securities and Exchange Board of India Circular No. SEBI/HO/ CFD/CMD
/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the
Company adopted the recommended criteria by Securities and Exchange Board of India.
i. Evaluation of Board;
ii. Evaluation of Committees of the Board;
iii. Evaluation of Independent Directors;
iv. Evaluation of Chairperson;
v. Evaluation of Non-Executive and Non-Independent Directors; and
vi. Evaluation of Managing Director.
i. fair;
ii. satisfactory; and
iii. very satisfactory.
The Directors have sent the duly filled forms to Nomination & Remuneration committee. Based
on the evaluation done by the Directors, the Committee has prepared a report and submitted
the Evaluation Report. Based on the report, the Board of Directors has informed the rankings
to each Director and also informed that the performance of Directors is satisfactory and they
are recommended for continuation as Directors of the Company.
16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure-1 to this Report.
The Statement containing the particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in Annexure-2 to this report.
During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- per month and above in aggregate per month, the limits
specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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 (Mr. S. Murali Krishna Murthy) and Whole-Time
Directors (Mr. S. Srinivas Kumar) of the Company to the median remuneration of the
employees is 1.57:1 and 1.45:1 respectively.
Pursuant to the requirement of Section 134(3)(C) and 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 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 or 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 this Act 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 have lain down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. 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. The internal audit function is
adequately resourced commensurate with the operations of the Company and reports to the
Audit Committee of the Board.
During the period under review, there is no material or serious observations have been noticed
for inefficiency or inadequacy of such controls.
20. 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:
During the Financial Year 2023-24, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.
The Managing Director and CFO certification of the financial statements under regulation
17(8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year
2023-2024 is annexed in this Annual Report.
During the year under review, the Company does not have any subsidiaries, joint ventures or
Associate Companies.
Since the Company has not accepted any deposits during the Financial Year ended March 31,
2024, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to
file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed timelines.
During the year under review, the Company has not given loans, Guarantees or made any
investments exceeding the limits as prescribed under the provisions of section 186 of the
Companies Act, 2013.
All related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of business. During the financial year 2023-24,
there were no material significant related party transactions made by the Company with the
Promoters, Directors, Key Managerial Personnel or the Senior Management which may have
a potential conflict with the interest of the Company at large. The transactions with the related
parties are routine and repetitive in nature.
All related party transactions were placed before the Audit Committee/Board for review and
approval.
The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-3 to this
report.
During the year, the Company amended the Policy on Dealing with Related Party Transactions
(âRPT Policy'') which was approved by the Board of Directors to give effect to the amendments
in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) (Sixth
Amendment) Regulations, 2021. The RPT Policy is available on the Company''s website at
www.ortinlabsindia.com.
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is
provided hereunder:
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.
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
The Audit Committee of the Company is constituted in line with the provisions of Regulation
18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 are
included in the Corporate Governance report, which forms part of this report.
The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of
this report.
The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of Regulation 20 of SEBI (LODR) Regulations read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of
this report.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with
Regulation 22 of SEBI (LODR) Regulations, 2015, the Board of Directors has formulated a
Whistle Blower Policy. The Company promotes ethical behavior and has put in place a
mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism
and Whistle-blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct. Employees may report their
genuine concerns to the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee.
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.
There are no significant and material orders passed by the regulators /courts that would impact
the going concern status of the Company and its future operations.
At the 35th Annual General Meeting held on 30.09.2022, the members of the company
approved the appointment of M/s. Mathesh & Ramana, Chartered Accountants as Statutory
Auditors of the company for the term of five years from the conclusion of that Annual General
meeting up to the conclusion of 40th Annual General Meeting to be held in the calendar year
2027.
The statutory auditors in their report has mentioned âGST demands for the financial years
2017-18, 2018-19, 2019-20 and 2020-21 proposed through show cause notices and demands
raised for which either appeals has been filed or yet to be filed: Rs. 2,432.00 Lakhsâ. The
management is of the view that actually the outstanding dues of GST Demands for the above
financial years will be approximately Rs. 70 to Rs 80 Lakhs only. There was lot of
miscalculations by the department. The company has gone for appeal for two financial year''s
i.e 2018-19, 2019-20 and going to appeal for 2020-21 also. Once these appeals are
financialized, GST Outstanding will be between Rs. 70 to Rs. 80 Lakhs only.
Explanations or comments by the Board on every qualification, reservation or adverse remark
or disclaimer made:
The Board has duly reviewed the Revised Statutory Auditor''s Report on the Accounts for the
year ended March 31, 2024 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. The Board has noted the Emphasis of the matter as provided by
the Auditor in the Audit Report on pg. no. 91. The Board further noted that the 1st and the
second matters are self explanatory and for the third matter the company ha s obtained the
prior share holders approval for sale of land and building.
The Board has duly reviewed the Secretarial Audit Report for the year ended March 31,2024
on the Compliances according to the provisions of Section 204 of the Companies Act 2013,
and has noted that there are no observations except the following:
i. Non-appointment of internal auditor in terms of Section 138 of the Companies Act, 2013. The
Board is in the process of appointing Internal Auditor.
The Company has filed the Annual Secretarial Compliance Report for the year 2023-24 with
the BSE Limited and National Stock Exchange of India Limited. The report was received from a
Practicing Company Secretary and filed with both the Exchanges.
During the year, no Internal Auditor was appointed by the company.
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations
of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates,
Practicing Company Secretaries (CP No. 12901) as the Secretarial Auditor of the Company,
for conducting the Secretarial Audit for financial year ended March 31,2024.
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the
Board has appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries has
undertaken Secretarial Audit of the Company for financial year ending 31.03.2024. The report
of the Secretarial Auditor is enclosed herewith vide Annexure-4 of this Report.
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry of Corporate Affairs.
The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Companies Act, 2013, as on March 31,2024.
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 annual return is uploaded on
the website of the company i.e.www.ortinlabsindia.com.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act, are not applicable for the business activities carried out by the
Company.
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation
provides an overview of the affairs of the Company, its legal status and autonomy, business
environment, mission & objectives, sectoral and operational performance, strengths,
opportunities, constraints, strategy and risks and concerns, as well as human resource and
internal control systems is appended as Annexure 5 for information of the Members.
Independent Directors are familiarized about the Company''s operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company is also made to the directors.
Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group practices.
The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is
also assessed on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI
(LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate
Governance Report.
We affirm that the remuneration paid to the Directors is as per the terms laid down in the
Nomination and Remuneration Policy of the Company.
The Company has implemented all of its major stipulations as applicable to the Company. As
stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a
report on Corporate Governance duly audited is appended as Annexure 6 for information of
the Members. A requisite certificate from the Secretarial Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to the Report on
Corporate Governance.
42. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178:
The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is
also assessed on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance
with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR)
Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate
Governance Report. We affirm that the remuneration paid to the Directors is as per the terms
laid down in the Nomination and Remuneration Policy of the Company.
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading, is available on our website (www.ortinlabsindia.com)
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. During the year 2023-24, there were no
complaints received by the Committee.
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
During the year under review, no corporate actions were done by the Company which were
failed to be implemented.
During the year under review, there were no applications made or proceedings pending in the
name of the Company under Insolvency and Bankruptcy Code, 2016.
48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:
During the year under review, there has been no one-time settlement of loans taken from
banks and financial institutions.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are available on our
website https://www.ortinlabsindia.com/investors/ policies). The policies are reviewed
periodically by the Board and updated based on need and new compliance requirement.
During the year under review, the Company has taken up any of the following activities:
i. Issue of sweat equity share: NA
ii. Issue of shares with differential rights: NA
iii. Issue of shares under employee''s stock option scheme: NA
iv. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
v. Buy back shares: NA
vi. Disclosure about revision: NA
vii. Preferential Allotment of Shares: NA
The Company has adequate internal controls consistent with the nature of business and size
of the operations, to effectively provide for safety of its assets, reliability of financial
transactions with adequate checks and balances, adherence to applicable statues,
accounting policies, approval procedures and to ensure optimum use of available resources.
These systems are reviewed and improved on a regular basis. It has a comprehensive
budgetary control system to monitor revenue and expenditure against approved budget on an
ongoing basis.
During the year under review, no Company has become or ceased to become its subsidiaries,
joint ventures or associate Company.
The 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 and as such, no amount of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize
risks and also to identify business opportunities. As a process, the risks associated with the
business are identified and prioritized based on severity, likelihood and effectiveness of
current detection. Such risks are reviewed by the senior management on a quarterly basis.
Risk Management Committee of the Board of Directors of your Company assists the Board in
(a) overseeing and approving the Company''s enterprise-wide risk management framework; and
(b) overseeing that all the risks that the organization faces such as strategic, financial, credit,
market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been
identified and assessed, and there is an adequate risk management infrastructure in place
capable of addressing those risks. The development and implementation of risk management
policy has been covered in the Management Discussion and Analysis, which forms part of this
Report.
Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in complying
with all pollution control measures from time to time strictly as per the directions of the
Government.
We would like to place on record our appreciation for the efforts made by the management and
the keen interest shown by the Employees of your Company in this regard.
The name of the Company has been changed from Ortin Laboratories Limited to Ortin Global
Limited w.e.f 14.06.2024.
The Company has shifted its registered 0ffice to Mayfair Gardens, 8-2-682/3/A & 3B, Flat
No. 201, 2nd Floor, Road No.12, Banjara Hills, Hyderabad, Khairatabad, Telangana, India,
500034 w.e.f 30.05.2024.
The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.
During the year under review, company has not raised any funds from public or through
preferential allotment.
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 and shareholders of the Company for their continued support for the
growth of the Company.
S. Murali Krishna Murthy S. Srinivas Kumar
Place: Hyderabad Managing Director Whole time Director & CFO
Date: 13.08.2024 DIN: 00540632 (DIN: 02010272)
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 |
-- |
-- |
â |
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. DIRECTORâS 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 madeâ
(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 âReport on Corporate Governanceâ 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 DIRECTORSâ 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 âReport on Corporate Governanceâ 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 à 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
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