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ORTIN GLOBAL LTD.

21 February 2025 | 12:00

Industry >> Pharmaceuticals

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ISIN No INE749B01020 BSE Code / NSE Code 539287 / ORTINGLOBE Book Value (Rs.) 3.47 Face Value 10.00
Bookclosure 30/09/2023 52Week High 25 EPS 0.00 P/E 0.00
Market Cap. 9.94 Cr. 52Week Low 10 P/BV / Div Yield (%) 3.52 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

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.

1. FINANCIAL SUMMARY/HIGHLIGHTS AND STATE OF AFFAIRS:

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)

2. REVIEW OF OPERATIONS:

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.

3. DIVIDEND:

The directors have not recommended dividend for the year 2023-24.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

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.

5. RESERVES:

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.

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

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.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION 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.

8. REVISION OF FINANCIAL STATEMENTS:

The Board in its meeting held on 13.08.2024 has approved the Financial Statements as per
Schedule III of the Companies Act, 2013.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

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.

10. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) 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 (“IEPF”), 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.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) 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 (“IEPF”), 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.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

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.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

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.

14. BOARD MEETINGS:

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.

15. BOARD EVALUATION:

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.

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:

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.

17. 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 (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.

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

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.

19. 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 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.

21. CEO/ CFO Certification

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.

22. 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, joint ventures or
Associate Companies.

23. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE
ACT:

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.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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.

25. RELATED PARTY TRANSACTIONS:

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
(‘RPT 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.

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 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

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 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 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 read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of
this report.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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.

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

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.

30. STATUTORY AUDITORS:

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 “GST 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 Lakhs”. 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.

31. 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 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.

(b) Secretarial Audit Report:

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.

(c) Annual Secretarial Compliance Report:

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.

32. INTERNAL AUDITOR:

During the year, no Internal Auditor was appointed by the company.

33. SECRETARIAL AUDITOR:

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.

34. SECRETARIAL STANDARDS:

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.

35. DECLARATION BY THE COMPANY:

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.

36. 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 annual return is uploaded on
the website of the company i.e.www.ortinlabsindia.com.

37. DISCLOSURE ABOUT COST AUDIT:

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.

38. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

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.

39. 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 incumbent Director
about the Company/its businesses and the group practices.

40. 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 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.

41. 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 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. COMPANY’S POLICY ON DIRECTORS’ 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.

43. 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 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)

44. 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. During the year 2023-24, there were no
complaints received by the Committee.

45. 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.

46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

47. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016:

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.

49. POLICIES:

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.

50. EVENT BASED DISCLOSURES:

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

53. INTERNAL AUDIT AND FINANCIAL CONTROLS:

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.

54. 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.

55. PUBLIC DEPOSITS:

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.

56. RISK MANAGEMENT POLICY:

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.

57. 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 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.

58. NAME CHANGE OF THE COMPANY:

The name of the Company has been changed from Ortin Laboratories Limited to Ortin Global
Limited w.e.f 14.06.2024.

59. CHANGE IN REGISTERRED OFFICE OF THE COMPANY

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.

60. 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.

61. DEVIATIONS, IF ANY OBSERVEDON FUNDS RAISED THROUGH PUBLIC ISSUE,
PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through
preferential allotment.

62. 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 and shareholders of the Company for their continued support for the
growth of the Company.

For Ortin Global Limited
(For Ortin Laboratories Limited)

Sd/- Sd/-

S. Murali Krishna Murthy S. Srinivas Kumar

Place: Hyderabad Managing Director Whole time Director & CFO

Date: 13.08.2024 DIN: 00540632 (DIN: 02010272)