Ortin Global L Director Report
BSE:539287 | NSE:ORTINLABEQ | IND:Pharma - Indian | ISIN code:INE749B01020 | SECT:Pharmaceuticals
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To the Members,
The Directors have pleasure in presenting before you the 31st Board''s Report of the Company together with the Audited Statements of Accounts for the year ended 31stMarch, 2018.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2018 has been as under:
(Rs. In Lakhs)
Particulars |
2017-18 |
2016-2017 |
Total Income |
8107.52 |
6707.64 |
Total Expenditure |
8039.48 |
6594.58 |
Profit Before Tax |
68.04 |
113.06 |
Provision for Tax |
0.11 |
62.74 |
Profit after Tax |
67.92 |
50.32 |
Transfer to General Reserves |
- |
- |
Profit available for appropriation |
67.92 |
50.32 |
Provision for Proposed Dividend |
- |
- |
Provision for Dividend Tax |
- |
- |
Balance Carried to Balance Sheet |
67.92 |
50.32 |
2. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of the company between 31stMarch and the date of Board''s Report. (i.e. 14.08.2018)
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board''s Report there was no change in the nature of Business.
4. DIVIDEND:
Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.
5. RESERVES:
The Company has not carried any amount to the reserves.
6. BOARD MEETINGS:
The Board of Directors duly met 6 (Six) times on 30.05.2017,
31.08.2017, 14.09.2017, 14.12.2017, 22.12.2017 and 13.02.2018
7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declarations from Mr. J. R. K. Panduranga Rao, Mr. M. Tippayya, Mr. K. Pradyumna Teja, Mr. T Seshagiri and Mr. B. Gopal Reddy, and Mrs. T. Uma Sangeetha Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
8. DIRECTORS OR KMP APPOINTED OR RESIGNED.
Mrs. Uma Sangeetha was appointed as additional director w.e.f. 27.04.2018. Mrs. Lakshmi Sravani Dasari, Non-Executive Directorand Mr.M. Tippayya, Independent Director of the Company have resigned from the directorship of the Company with effective from 17.11.2017 and 30.07.2018 respectively. The Board places on record sincere its appreciation for the valuable services rendered by her during her tenure as Director.
Mr. S. Mohan Krishna Murthy and Mr. S. Balaji Venkateswarlu retire by rotation and being eligible offers himself for re-appointment.
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/reappointment and Directors resigning are given as under:
Name of the Director |
Date of Birth & Qualification |
Expertise in specific functional areas |
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board |
No. of Shares held in the Company |
Inter se relationship with any Director |
Mr. S. Murali Krishna Murthy |
08.07.1959 B.SC |
Management |
1,43,475 |
Related to Mr. S. Mohan Krishna Murthy, Mr. S. Balaji Venkateswarlu and Mr. S. Srinivas Kumar |
|
Mr. G. Venkata Ramana |
18.08.1968 M.SC |
Administration |
8,18,409 |
||
Mr. S. Mohan Krishna Murthy |
18.09.1952 S.S.C |
Accounts & Finance |
35,816 |
Related to Mr. S. Murali Krishna Murthy, Mr. S. Balaji Venkateswarlu and Mr. S. Srinivas Kumar |
|
Mr. S. Balaji Venkateswarlu |
07.04.1963 S.S.C |
Marketing |
1,57,827 |
Related to Mr. S. Mohan Krishna Murthy, Mr. S. Murali Krishna Murthy and Mr. S. Srinivas Kumar |
|
Mr. S. Srinivas Kumar |
01-07-1965 S.S.C |
Distribution network |
2,46,723 |
Related to Mr. S. Murali Krishna Murthy, Mr. S. Balaji Venkateswarlu and Mr. S. Murali Krishna Murthy |
Mr. B. Satya narayana Raju |
25-05-1950 SLSC |
Administration and Finance. |
4,96,130 |
||
Mr. J. R. K. Panduranga Rao |
M.PHARMA |
Technical Advisor |
|||
Mr. K. Pradyumna Teja |
06.08.1989 C.A |
Financial Advisor |
-- |
-- |
-- |
Mr. T Seshagiri |
18.08.1954 M.PHARMA |
Technical Advisor |
|||
Mr. B. Gopal Reddy |
26.01.1948 MBBS |
Technical Advisor |
-- |
-- |
-- |
Mrs. Uma Sangeetha |
14.02.1989 MBA |
Public Relations |
-- |
-- |
— |
9. FAMILIARISATION PROGRAMMES:
The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company''s website www.ortinlabsindia.com
10. COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following statutory Committees constituted by the Board function according to their respective roles and defined scope:
- Audit Committee of Directors
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report.
11. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.
12. DIRECTOR’S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any subsidiaries/associates/Joint ventures
14. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
During the year neither any company became its subsidiary associates/Joint ventures nor ceased to be its subsidiary associates/Joint ventures.
15. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 annexed as a part of this Annual Report
16. STATUTORY AUDITORS:
The members of the company in accordance with section 139 of the Companies Act, 2013 had passed a resolution for appointment of M/s. Sathuluri & Co., as Statutory Auditors of the company for a period of 5 years in the AGM held on 29.09.2017 to hold office up to the conclusion of 35th Annual General Meeting of the company to be held in the financial year 2021-2022 which is subject to ratification as per the provisions of Companies Act, 2013.
However, pursuant to notification from the MCA dated 07.05.2018, ratification of appointment of statutory auditors at every Annual General Meeting has been omitted.
17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditors u/s 143(12).
18. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Vivek Surana, Practicing Company Secretary is annexed to this Report as an annexure.
19. QUALIFICATIONS IN AUDIT REPORTS:
Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2018 on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks except that the company does not have internal auditors.
The Board has noted the same and is making efforts to appoint Internal auditors for the Company and will appoint the same in due course of time.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy:
Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.
22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.
23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received noticed for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
24. INSURANCE:
The properties and assets of your Company are adequately insured.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments during the year under review which attracts provisions of Section 186 of the Companies act, 2013.
26. CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company from Karnataka Bank Limited.
27. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:
Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
28. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis.
Your Directors draw attention of the members to Note 2.28 to the financial statement which sets out related party disclosures.
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is applicable to your Company. M/s. KJU & Associates are the Cost Auditors of your Company.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (S. Murali Krishna Murthy), Joint Managing Director (G. Venkata Ramana), Wholetime Directors (S. Mohan Krishna Murthy,
S. Balaji Venkateswarulu, S. Srinivas Kumar) and Whole-time Director cum CFO (B. Satyanarayana Raju) to the median remuneration of employees is 4.46:1, 16.35:1, 2.35:1, 4.46:1, 4.46:1 and 12.38:1 respectively.
31. CORPORATE GOVERNANCE:
A Separate section titled “Report on Corporate Governance” along with the Auditor''s Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as a part of this Annual Report
32. SECRETARIAL STANDARDS
The Company is in compliance with the applicable secretarial standards.
33. DE-MERGER:
The Board of Directors in its meeting held on 31.07.2017 approved the scheme of arrangement between Ortin laboratories limited (Demerged Company) and Vineet Laboratories Limited (Resulting Company) for transfer by way of Demerger of the API Intermediates Division of the Demerged Company (defined as demerged undertaking) as a going concern to the Resu
Resulting Company, and consequential restructure of its share capital.
The Demerged Company has presently 2 (two) Divisions namely Formulations Division and API Intermediates Division. The formulations division is being operated through the Unit I located at Plot No.275 & 278, I.D.A Pashamylaram, Medak Dist. Telangana and the API Intermediates division is being operated through the Unit II located at Sy. No. 300, Malkapur Village, Choutuppal Mandal, Nalgonda District, Telangana. With an objective of achieving operational efficiencies and streamlining its current structure, the Demerged Company proposes to Demerge the API Intermediates Division currently operating through the Unit II (to the Resulting Company and the Demerged Company shall continue to carry on the Formulations Division Business.
The Company has applied to NSE and BSE for the No Objection to the Scheme of Arrangement and the approval is awaited
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee''s stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
34. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
35. CEO/ CFO Certification
The Managing Director and CFO certification of the financial statements for the year 2017-18 is annexed in this Annual Report.
36. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing a remuneration of Rs. 1,02,00,000/and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
37. BOARD EVALUATION:
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director''s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.
The evaluation procedure followed by the company is as mentioned below:
i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees,
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed during the calendar year.
- No. of complaints at the beginning of the year: Nil
- No. of complaints received : Nil
- No. of complaints disposed off : Nil
39. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, shareholders of the Company and other statutory authorities etc. for their continued support for the growth of the Company.
For and on behalf of the Board of
For Ortin Laboratories Limited
Sd/- Sd/-
S. Murali Krishna Murthy G. Venkata Ramana
Place: Hyderabad Managing Director Joint Managing Director
Date: 14.08.2018 DIN: 00540632 (DIN: 00031873)
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