The Members of Ortin Laboratories Limited
The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31 st March 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 thecompany between 31 st March 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 FloorStreet 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 inthe nature of Business.
4. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
5. TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
Keeping the Company's expansion and growth plans in mind your Directors have decidednot 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 positionhave 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 andimplemented by the Company are adequate. During the year under review no material orserious observation has been noticed for inefficiency or inadequacy of such controls. TheCompany maintains appropriate system of internal control including monitoring proceduresto ensure that all assets are safeguarded against loss from unauthorized use ordisposition. Company policies guidelines and procedures provide for adequate checks andbalances and are meant to ensure that all transactions are authorized recorded andreported 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 impacton 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 withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in detail somewhere else inthe 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 14.08.201510.09.201514.11.2015 and 11.02.2016 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.
13. CORPORATE GOVERNANCE:
A Separate section titled "Report on Corporate Governance" along with theAuditors' Certificate on Corporate Governance as stipulated under Regulation 34 read withSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) 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 theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 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 RamanaJoint Managing Director and Mr. S. Mohan Krishna Murthy wholetime Director of the Companyretires 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 Independentdirectors of the company to the effect that they are meeting the criteria of independenceas provided in Sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25of 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 herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.\
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
The Company does not have any subsidiaries/associates. During the year neither anycompany became its subsidiary nor ceased to be its subsidiary.
20. STATUTORY AUDITORS:
M/s. Mathesh & Ramana Chartered Accountants Statutory Auditors of the Companyretire at the ensuing Annual General Meeting and being eligible have expressed theirwillingness for reappointment. Your directors propose the appointment of M/s. Mathesh& Ramana Chartered Accountants as statutory auditors to hold office until theconclusion of the next Annual General Meeting of the company.
The Board recommends the re-appointment of M/s. Mathesh & Ramana CharteredAccountants as the statutory auditors of the Company from the conclusion of this AnnualGeneral 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 Act2013 Secretarial audit report as provided by M/s. S. S. Reddy & AssociatesPracticing 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 yearended March 31 2016 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and does not have anyqualifications reservations or adverse remarks except that the Company does not have afull time Company Secretary and Internal Auditor.
The Board has noted the same and is making efforts to appoint a suitable candidate forthe 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 ofRs.1000 Crores or more a net profit of Rs. 5 Crores or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
25. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and NSE Limited andframed 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
Familiarisation 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 providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy 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.815679
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 BankNampally Branch.
30. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is applicable to your Company. M/s. KJU & Associates are the CostAuditors 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 theCompanies(Appointment & Remuneration) Rules 2014 the ratio of remuneration ofmanaging director (S. Murali Krishna Murthy) joint managing director (G. Venkata Ramana)whole time directors (S. Mohan Krishna Murthy S. Balaji Venkateswarulu S. SrinivasKumar) and whole time director cum CFO (Bh. Satyanarayana Raju) is 0.39:1 0.43:1 0.25:10.28:1 respectively.
32. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
33. CEO/ CFO CERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2015-16 is provided elsewhere in this Annual Report.
34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis 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 followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(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 anyshares with differential rights and hence no information as per provisions of Section43(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 notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence no information as per provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014.
4. Non- Exercising of voting rights : During the year under review therewere no instances of non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: 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 periodunder review.
7. Disclosure about revision: Since the company did not undergo any revisionthis clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
37. EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
|No. of complaints received: ||Nil |
|No. of complaints disposed off: ||Nil |
Your Directors wish to place on record their appreciation of the contribution madeby 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 businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.
| ||For and on behalf of the Board of |
| ||For Ortin Laboratories Limited |
| ||Sd/- ||Sd/- |
|Place: Hyderabad ||S. Murali Krishna Murthy ||G. Venkata Ramana |
|Date: 12.08.2016 ||Managing Director ||Joint Managing Director |
| ||DIN:00540632 ||DIN: 00031873 |
CODE OF CONDUCT
The Company has formulated and implemented a Code of Conduct for Board Members andSenior Management of the Company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the Company.
Certificate of Code of Conduct for the year 2015-16 as per Regulation 17(5) read withRegulation 34(3) Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Ortin Laboratories Limited is committed for conducting its business in accordance withthe applicable laws rules and regulations and with highest standards of business ethics.The Company has adopted a "Code of Ethics and Business Conduct" which isapplicable to all director officers and employees.
I hereby certify that all the Board Members and Senior Management have affirmed thecompliance with the Code of Ethics and Business Conduct under a certificate of Code ofConduct for the year 2015-16.
| ||For and on behalf of the Board of |
| ||For Ortin Laboratories Limited |
|Place: Hyderabad ||Sd/- ||Sd/- |
|Date: 12.08.2016 ||S. Murali Krishna Murthy ||G. Venkata Ramana |
| ||Managing Director ||Joint Managing Director |
| ||DIN:00540632 ||DIN: 00031873 |