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Ortin Laboratories Ltd.

BSE: 539287 Sector: Health care
NSE: ORTINLAB ISIN Code: INE749B01020
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VOLUME 6590
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VOLUME 6590
52-Week high 38.40
52-Week low 20.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ortin Laboratories Ltd. (ORTINLAB) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Directors' Report and the AuditedStatement of
Accounts of the Company for the Financial Year ended 31st March 2020.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under:

Particulars

(Rs. In Lakhs)

2019-2020 2018-2019
Total Revenue from operations 19757.91 16788.98
Total Expenses 19686.05 16605.18
Profit Before Tax 71.85 183.80
Less: Provision for Taxation 128.24 55.80
Profit / (Loss) After Tax (56.39) 128.00
Other Comprehensive Income (71.41) (26.42)
Total Comprehensive Income (127.80) 101.58
Earning per Equity Share- Basic & Diluted (in Rs.) (0.33) & (0.33) 0.76 & 0.76

REVIEW OF OPERATIONS:

Your Company has shown good results during the year under review and achieved sales and
other income of Rs.16788.98 Lakhs and net profit of Rs.128.00 Lakhs as compared to sales
and other income of Rs. 16788.98 Lakhs and net profit of Rs.128.00 Lakhs achieved in the
previous financial year.

2. IMPACT OF COVID - 19

The disruptive effects of the corona virus COVID-19 have placed enormous strain on the
global supply of medical products increasing the risk of shortages.

The COVID-19 crisis provides an opportunity to the Indian pharmaceutical industry toplay an
even more important role in global healthcare. There is a potential opportunity for Indiato
truly play the role of 'pharmacy of the world'. How can the pharmaceuticals industry inIndia
use the opportunity to leapfrog into the future using the impetus provided by COVID-19 isan
important aspect requiring careful consideration

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

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

4. RESERVES

During the year your Company has not transferred any amount to General Reserve Account.

5. DIVIDEND

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

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of the Companies Act the Company is obliged to transferdividends
which remain unpaid or unclaimed for a period of seven years from the declaration to the
credit of the Investor education and Protection Fund established by the CentralGovernment.

Further the dividend amount not claimed by the Shareholders for the year ended 31stMarch
2013 will be transferred to the credit of Investor Education and Protection Fund asrequired
under Section 124 read with Section 125 of the Companies Act 2013.

It may be noted that no claims shall lie against the Company in respect of any amountof
dividend remaining unclaimed/unpaid for a period of seven (7) years from the dates of they
become due for payment. Members who have not claimed the dividends declared for the
financial year March 312013 and onwards are requested to lodge their claim immediately
with the Company's Registrar and Transfer Agents at the address mentioned in the Annual
Report. The Company has already send reminders to all such members at their registered
address in this regard. Further as per Section 124(6) of the Act read with IEPF Rulesall
shares in respect of which dividend has not been paid or claimed for seven (7) consecutive
years has to be transferred under sub-Section 5 of the Act to the IEPF Suspense Account(in
the name of the Company) with one of the Depository Participants as may be identified bythe
IEPF Authority within thirty (30) days of such shares becoming due to be transferred tothe
IEPF. However proviso to sub-Section 6 provides that the shares transferred to the IEPFcan
be claimed by the concerned shareholders(s) from IEPF Authority after complying with the
procedure prescribed under the IEPF Rules.

6. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There are no major material changes and commitments affecting the financial position ofthe
Company after the end of the financial year and up to date of this report (i.e.30.07.2020)

7. BOARD MEETINGS:

The Board of Directors duly met Seven (7) times during the financial year from 1stApril 2019 to 31st March 2020. The dates on which the meetings were held are 15.05.201930.05.2019 14.08.2019 21.10.2019 14.11.2019 17.01.2020and 14.02.2020.

8. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /
CEO/ CFO AND KEY MANAGERIAL PERSONNEL:

• Mr. K. Pradyumna Teja resigned as Independent Director of the company
w.e.f.04.03.2020citing the reason that Ministry of Corporate Affairs has made it mandatoryto
all independent Director to register with Independent Director's Data bank and also appear
for a proficiency test thereafter and He is finding it difficult to study and attempt forthe same
due to his other commitments. The Board places on record his sincere appreciation for the
valuable services rendered by him during his tenure as Director.

• Mr. T Sheshagiri Independent Director of the company has expired on 30.07.2020.The
Board places on record his sincere appreciation for the valuable services rendered by himduring his tenure as Director.

• Mr.S. Mohan Krishna Murthy and Mr.Bh. Satyanarayana Rajuare liable to retire byrotation
being eligible offer themselves for reappointment.

• Mr. S. Mohan Krishna Murthy and Mr. S. Srinivas Kumar are being reappointed asWhole-
time Director for the term of 3 years.

• Ms. Sharvari Suhas Khadke resigned as a company secretary and compliance officerof the
company w.e.f 21.10.2019 and Mr. Nitesh Kumar Sharma was appointed as company secretaryand compliance officer w.e.f 24.07.2020.

9. REVISION OF FINANCIAL STATEMENTS

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

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. J. R. K. Panduranga Rao Mrs. T Uma
Sangeetha 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 inSub-Section (6)
of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015.

The Independent Directors have also confirmed that they have complied Company's Code of
Conduct.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave
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 theirduties with
an objective independent judgement and without any external influence.

11. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

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 incumbentDirector about the Company/its businesses and the group practices. The details offamiliarisations programme held in FY 2019-20 are also disclosed on the Company's websiteat https://www.ortinlabsindia.com/

12. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS:

The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics personal and professional stature domain expertisegender
diversity and specific qualification required for the position. The potential Board Memberis
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) ofSEBI
(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 as an Annexure to the
Corporate Governance Report.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) and 134(5) of the Companies Act 2013and
on the basis of explanation given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave
been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently 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 theprofit or
loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate
accounting records in accordance with the provisions of this Act for safeguarding theassets
of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by theCompany
and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of
all applicable laws and that such systems are adequate and operating effectively.

14. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act the Company is obliged to transferdividends
which remain unpaid or unclaimed for a period of seven years from the declaration to the
credit of the Investor education and Protection Fund established by the CentralGovernment.
Accordingly the Members are hereby informed that the 7 years period for payment of the
dividend pertaining to financial year 2012-13 will be expired on 05.11.2020 and thereafterthe
amount standing to the credit in the said account will be transferred to the"Investor
Education and Protection Fund" of the Central Government.

The details of Dividend of earlier years remain unclaimed by the shareholders as on
31.03.2020 are as given below:

Financial Year Date of
Declaration of
Dividend
Last Date of Claiming Dividend Unclaimed
amount as on
31.03.2020
(in Rs.)
Due date for
transfer to Investor
Education and
Protection Fund
(IEPF)
2012-2013 30.09.2013 29.10.2013 52604 05.11.2020

Pursuant to provisions of Section 124 of Companies Act 2013 the unclaimed dividendwithin
the last date mentioned for the respective years will be transferred to InvestorEducation and
Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the
Companies Act 2013.

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

During the year under review the Company does not have any subsidiaries jointventures or
associate Companies.

16. 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 is a part of this Annual Report in enclosed as Annexure-I.

17. 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 35thAnnual General Meeting of the Company to be held in the year2021-2022 which was subject to ratification as per the provisions of Companies Act 2013.

However pursuant to notification from the MCA dated 07.05.2018 ratification ofappointment of statutory auditors at every Annual General Meeting has been dispensed with.

18. 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).

19. DISCLOSURE ABOUT COSTAUDIT:

As per Section 148 of the Companies Act 2013 read with Rules framed there under
M/s KJU & Associates (Registration No. 000474) Cost Accountants were appointed as Cost
Auditors of the Company for the financial year ending 31st March 2020.

20. INTERNAL AUDIT:

The Company has adequate internal controls consistent with the nature of business andsize
of the operations to effectively provide for safety of its assets reliability offinancial
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.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) &Section 204 of the Companies Act2013
the Board has appointed M/s. Vivek Surana & Associates Practicing Company Secretaries
has undertaken Secretarial Audit of the Company for financial year ending 31.03.2020. The
report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report.

22. QUALIFICATIONS IN AUDIT REPORTS:

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

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year
ended March 31 2020 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 2020 on the Compliances according to the provisions of Section 204 of the
Companies Act 2013 and have noted that there are few observations i.e.
non-appointment of internal auditor in terms of Section 138 of the Companies Act 2013
and Non-transfer of Unpaid Dividend amount for the year 2010-11 and 2011-12 to
Investor Education and Provident Fund under Section 124 of the Companies Act 2013.

Reply:

There is a delay from Karnataka Bank in providing details of the Unpaid /UnclaimedDividend
amount for the year 2010-11 and 2011-12 which is to be transferred to Investor Educationand
Provident Fund. As and when the data is received the Company shall transfer the amount
immediately. The Board is in the process of appointing Internal Auditor.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

24. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's
length basis and were in the ordinary course of business. There were no materialsignificant
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.

All related party transactions were placed before the Audit Committee/Board forapproval.
Prior approval of the Audit Committee was obtained for the transactions which are foreseen
and are in repetitive in nature.

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

During the year under review no Company has become or ceased to become its
subsidiaries joint ventures or associate Company.

26. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 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: NIL

27. COMMITTEES:

(I) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of
Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with
Section 177 of the Companies Act 2013 are included in the Corporate Governance
report which forms part of this report.

(II) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with
the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock
Exchanges read with Section 178 of the Companies Act 2013 are included in the
Corporate Governance report which forms part of this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read
with Section 178 of the Companies Act 2013 are included in the Corporate Governance
report which forms part of this report.

(IV) RISK MANAGEMENT COMMITTEE AND POLICY:

The Company has constituted a Risk Management Committee. The details of constitution ofthe Committee and its terms of reference are set out in the Report on CorporateGovernance. The Company as formulated a Risk Management Policy under which various risksassociated with the business operations is identified and risk mitigation plans have beenput in place.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with
Regulation 22of SEBI (LODR) Regulations 2015 a vigil Mechanism for Directors and
employees to report genuine concerns has been established. It also provides for necessary
safeguards for protection against victimization for whistle blowing in good faith.

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.

29. 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.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR 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 yearsection
135 of the Companies Act2013 relating to Corporate Social Responsibility is notapplicable
and hence the Company need not adopt any Corporate Social Responsibility Policy.

31. PUBLIC DEPOSITS:

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.

32. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

There are no significant and material orders passed by the regulators /courts thatwould
impact the going concern status of the Company and its future operations except that the
Hon'ble NCLT vide order dated 06.01.2020 has ordered to convene the Meeting of Equity
Shareholders and Sundry Creditors on 26.02.2020 for the approval of the Scheme of
Arrangement between Ortin Laboratories Limited and Vineet laboratories Limited and
dispensed to convene the meetings of Secured and Unsecured Creditors on receipts of No
object from them.

33. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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 aresafeguarded
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.

During the period under review there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.

34. INSURANCE:

The properties and assets of your Company are adequately insured.

35. CREDIT & GUARANTEE FACILITIES:

The Company has availed Working Capital facilities and Term Loan from Karnataka Bank.

36. RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The 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.

37. SHARE CAPITAL

The authorised share capital of the Company stands at Rs.200000000/-.

The paid up share capital of the Company stands at Rs. 169404000/- divided into16940400 equity shares of Rs.10/- each.

38. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

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 III 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.

39. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulation
appended as Annexure IV for information of the Members.

40. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated
the formulation of certain policies for all listed companies. All the policies areavailable 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.

Name of the policy Brief Description Website link
Board Diversity
Policy
At Ortin Laboratories Limited
we believe that a truly diverse board
will leverage differences in thought
perspective knowledge skill
regional and industry experience
cultural and geographical background
age ethnicity race and gender which
will help us retain our competitive
advantage. The Board has adopted
the Board Diversity Policy which sets
out the approach to diversity of the
Board of Directors.
https://www.ortinlabs india.com/investors/ Policies/board-diversity- policy.pdf
Nomination and Remuneration Policy This policy formulates the criteria for
determining qualifications
competencies positive attributes and
independence for the appointment of
a director (executive/non-executive)
and also the criteria for determining
the remuneration of the directors
key managerial personnel and other
employees.
https://www.ortinlabs
india.com
/investors/Policies/
Nomination &
Remuneration Policy.pdf
Policy on Material
Subsidiaries
The policy is used to determine the
material subsidiaries and material
non-listed Indian subsidiaries of the
Company and to provide the
governance framework for them.
https://www.ortinlabs
india.com
/investors/Policies/
Material subsidiaries.pdf
Related Party
Transaction Policy
The policy regulates all transactions
between the Company and its
related parties
https://www.ortinlabs
india.com /investors/
Policies/Related Party
transaction policy .pdf

41. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

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 thedirections of
the Government.

We would like to place on record our appreciation for the efforts made by themanagement
and the keen interest shown by the Employees of your Company in this regard.

42. 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.

43. 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 requirementsof
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.

Constitution of Committee:

Name Designation
Sujata Presiding Officer
G. Padma Member
T Srinivas Rao Member
Dasaripalla Joji External Member

All employees are covered under this policy. During the year 2019-20 there were no
complaints received by the Committee.

44. 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:

A table containing the particulars in accordance with the provisions of Section 197(12)of the
Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 is appended as Annexure V to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure VI

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- and
above per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

45. 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 read with Schedule V of the Companies Act
2013 the ratio of remuneration of Managing Director (Mr .S. Murali Krishna Murthy) Joint
Managing Director (Mr .G. Venkata Ramana) Whole-Time Directors (S. Mohan Krishna
Murthy S. Srinivas Kumar) and Whole-time Director cum CFO (B. Satyanarayana Raju) of
the Company to the median remuneration of the employees is 2.28:1 10.58:11.17:12.24:1
and 8.74:1 respectively.

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

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 dealingin
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 (https://www.ortinlabsindia.com/
investors/insider-trading-policy .pdf)

47. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual 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.

The Directors were given evaluation forms for the following:

(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.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and

3. very satisfactory.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee.
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.

48. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

49. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

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

4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

50. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC):

There is no application filed for corporate insolvency resolution process by afinancial or
operational creditor or by the company itself under the IBC before the NCLT

51. DE-MERGER:

The Board in its meeting held on 17.01.2020 has changed the appointed date from
01.04.2017 to 01.04.2020.

The Hon'ble NCLT vide order dated 06.01.2020 has ordered to convene the Meeting ofShareholders and Sundry Creditors on 26.02.2020 for the approval of the Scheme ofArrangement between Ortin Laboratories Limited and Vineet laboratories Limited anddispensed to convene the meetings of Secured and Unsecured Creditors on receipts of Noobject from them.

The Shareholders and Sundry Creditors of the Company in the Hon'ble NCLT convened
meeting of Shareholders and Sundry Creditors held on 26.02.2020 has approved the
scheme and the petition was filed with Hon'ble NCLT on18.05.2020.

52. CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for the
year 2019-20is annexed in this Annual Report.

53. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe
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 banksand
other financial institutions and shareholders of the Company for their continued supportfor
the growth of the Company.

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

' G. Venkata Ramana

Joint Managing Director
(DIN:00031873)

S. Murali Krishna Murthy

Managing Director
DIN: 00540632

Place: Hyderabad
Date: 30.07.2020

.