information memorandum final - bseindia.com ortin labs.pdf4 a prabhakar raju 556933 3.29 5...

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INFORMATION MEMORANDUM I. General information (a) Name and address of registered office of the company. M/s Ortin Laboratories Lilmited Flat no. 502, Palem Tower, Barkathpura Hyderabad -500027, Telangana, India. Ph No.: 040 - 27562055 Fax No.: 040 – 66103055 Email- [email protected] Website- www.ortinlabsindia.com (b)(i) Consent of the Central Government for the present issue and declaration of the Central Government about non-responsibility for financial soundness or correctness of statements. The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order) (ii) Letter of intent/industrial license and declaration of the Central Government about non- responsibility for financial soundness or correctness of statements. The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order) (c) Names of regional stock exchange and other stock exchanges where application made for listing of present issue. Not Applicable. The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order). (d) Provisions of sub-section (1) of section 68A of the Companies Act, relating to punishment for fictitious applications. The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order) (e) Statement/declaration about refund of the issue if minimum subscription of 90% is not received within 90 days from closure of the issue. The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order) (f) Declaration about the issue of allotment letters/refunds within a period of 10 weeks and interest in case of any delay in refund at the prescribed rate under section 73(2)/(2A). The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order) (g) Date of opening of the issue. Not Applicable. Date of closing of the issue. Not Applicable. Date of earliest closing of the issue Not Applicable.

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Page 1: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

INFORMATION MEMORANDUM

I. General information

(a) Name and address of registered office of the company.

M/s Ortin Laboratories Lilmited

Flat no. 502, Palem Tower, Barkathpura

Hyderabad -500027,

Telangana, India.

Ph No.: 040 - 27562055

Fax No.: 040 – 66103055

Email- [email protected]

Website- www.ortinlabsindia.com

(b)(i) Consent of the Central Government for the present issue and declaration of the Central

Government about non-responsibility for financial soundness or correctness of statements. The

company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI

Order)

(ii) Letter of intent/industrial license and declaration of the Central Government about non-

responsibility for financial soundness or correctness of statements. The company was listed

company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order)

(c) Names of regional stock exchange and other stock exchanges where application made for listing

of present issue. Not Applicable. The company was listed company on Madras Stock Exchange

(now exited as Stock Exchange as per SEBI Order).

(d) Provisions of sub-section (1) of section 68A of the Companies Act, relating to punishment for

fictitious applications. The company was listed company on Madras Stock Exchange (now exited as

Stock Exchange as per SEBI Order)

(e) Statement/declaration about refund of the issue if minimum subscription of 90% is not received

within 90 days from closure of the issue. The company was listed company on Madras Stock

Exchange (now exited as Stock Exchange as per SEBI Order)

(f) Declaration about the issue of allotment letters/refunds within a period of 10 weeks and interest

in case of any delay in refund at the prescribed rate under section 73(2)/(2A). The company was

listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order)

(g) Date of opening of the issue. Not Applicable.

Date of closing of the issue. Not Applicable.

Date of earliest closing of the issue Not Applicable.

Page 2: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

(h) Name and address of auditors

M/s Mathesh & Ramana.

Chartered Accountants,

Himayath Nagar, Hyderabad

Lead managers: Not Applicable as this is not IPO/FPO

(i) Name and address of trustee under debenture trust deed (in case of debenture issue). Not

Applicable.

(j) Whether rating from CRISIL or any rating agency has been obtained for the proposed

debenture/preference shares issue. Not Applicable.

If no rating has been obtained, this should be answered as "No".

If "Yes" the rating should be indicated.

(k) Underwriting of the issue. Not Applicable.

(Names and addresses of the underwriters and the amount underwritten by them)

(Declaration by board of directors that the underwriters have sufficient resources to discharge

their respective obligations)

1[(l) a statement by the board of directors stating that-

(i) all monies received out of issue of shares or debentures to public shall be transferred to a

separate bank account other than the bank account referred to in sub-section (3) of section 73;

(ii) details of all monies utilised out of issue referred to in sub-item (i) shall be disclosed under an

appropriate separate head in the Balance Sheet of the company indicating the purpose for which

such monies had been utilised; and

(iii) details of all unutilised monies out of issue of shares or debentures, if any, referred to in sub-

item (i) shall be disclosed under an appropriate separate head in the Balance Sheet of the company

indicating the form in which such unutilised monies have been invested.]

The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per

SEBI Order)

Page 3: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

II. Capital structure of the company

(a) Authorised, issued, subscribed and paid-up capital.

SL No Particulars Remarks

1. Authorised 2,00,00,000 equity shares of Rs. 10/- each

2. Issued, subscribed, paid-up

capital

1,69,40,400 equity shares of Rs. 10/- each fully paid

Top 10 shareholders as on 17.08.2015

Sl.

No. Name of the Shareholder

Number

Of Shares

% Of Total

Shares

1 Venkata Rama Gaddam 964600 5.69

2 Venkata Ramana Gaddam 948470 5.60

3 Rajesh Poddar 794724 4.69

4 A Prabhakar Raju 556933 3.29

5 Satyanarayana Raju Bhupathiraju 546130 3.22

6 Nalluri Chandrashekaran Murthy 413939 2.44

7 Loha Commodities Limited 400532 2.36

8 Alluri Maithili 378810 2.24

9 Alluri Anantha Laxmi 354022 2.09

10 A Srinivasa Raju 338634 2.00

Page 4: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

EVOLUTION OF EQUITY SHARE CAPITAL OF THE COMPANY:

Sl. No. Date of

Allotment

No. of Equity

Shares

Face

value

in Rs

Issue

Price

in Rs

Considera

tion

Cumulative

no. of shares Remarks

01. 27.10.1986 25 10 10 Cash 25 Subscription to MOA

02. 10.07.1992 8000 10 10 Cash 8025 Preferential allotment

03. 30.03.1994 52850 10 10 Cash 60875 Preferential allotment

04. 25.03.1995 449250 10 10 Cash 510125 Preferential allotment

05. 07.06.1995 56850 10 10 Cash 566975 Preferential allotment

06. 24.11.1995 274200 10 10 Cash 841175 Preferential allotment

07. 26.02.1996 246530 10 10 Cash 1087705 Preferential allotment

08. 15.11.1996 4317695 10 10 Cash 5405400 IPO

09. 06.02.2001 (2430000) 10 NA NA 2975400 Forfeiture

10. 2001 330000 Cash 10 10 3305400 Preferential allotment

11. 2006 365000 Cash 10 10 3670400 Preferential allotment

12. 13.10.2011 1030000 10 10 10 4700400 Preferential allotment

13. 10.07.1992 12240000 10 NA NA 16940400 High court order

pursuant to

Amalgamation

Page 5: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

(b) Size of present issue giving separately reservation for preferential allotment to promoters and

others. Not Applicable

(c) Paid-up capital: 169,404,00/-equity shares of Rs. 10/- each fully paid aggregating to Rs.

169,404,000/-

The company does not have any outstanding convertible warrant or any other security.

(i) After the present issue Not Applicable

(ii) After conversion of debentures (if applicable) Not Applicable

III. Terms of the present issue

The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per

SEBI Order)

(a) Terms of payments. Not Applicable

(b) Rights of the instrument holders Not Applicable

(c) How to apply - availability of forms, prospectus and mode of payment. Not Applicable

(d) Any special tax benefits for company and its shareholders Not Applicable

IV. Particulars of the issue

The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per

SEBI Order)

(a) Objects. Not Applicable

(b) Project cost. Not Applicable

(c) Means of financing (including contribution of promoters) Not Applicable

V. Company, management and project

(a) History and main objects and present business of the company.

Brief History of the Company:

Page 6: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

INTRODUCTION:

M/s Ortin Laboratories Limited is incorporated as a Limited Company on 27th

October 1986 with the

Registrar of companies, Andhra Pradesh. The registered office of the Company is situated at Flat no.502,

Palem Towers Barkathpura, Hyderabad, Andhra Pradesh.

MAIN OBJECTS OF THE COMPANY:

1. To carry on the business of manufacture, process, import, export, turn sell or otherwise deal in all

types of chemicals such as Heavy, Fine, Industrial, Pharmaceutical, Organic, Inorganic and Aromatic

chemicals.

2. To carry on the business of manufacture, process, buy, sell and deal in all kinds of medicines,

medicinal preparations and drugs, what so ever and obtain patents for them.

3. To carry on the business of manufacture process, buy, sell and deal in all kinds of food preparations,

food supplements, beverages alcoholic and non alcoholic what so ever and obtain patents for them.

(b) Subsidiary (ies) of the company, if any:

List of Subsidiaries: Nil

(c) and (d) DETAILS OF CORE PROMOTERS/DIRECTORS:

1. Mr. S. Murali Krishna Murthy:

Mr. Murali Krishna Murthy is the Managing Director & CEO of the company. He has graduated in

Science from NagarjunaUniversity. He has an experience of 35yrs in Pharma Business. He started a

Pharma Distribution Business in the year 1978 along with his other partners with a very meager

investment. He has developed the business of the firm to multi folds within a span of 10yrs. They

acquired M/s. Ortin Laboratories Pvt. Limited in the year 1993 and the company has been converted as a

Public Limited company in the year 1995. Now, the company is listed and regularly traded company in

Mumbai Stock Exchange.

2. G. Venkata Ramana: Mr. G. Venkata Ramana is the Joint Managing Director of the company. He has

graduated in M.Sc. He has an experience of 22years.

Page 7: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

Name Father’s/

Spouse’s Name

Designation in Board

& Role

Age,

Nationality

,

Occupation

Residence Address Other Directorships

G. Venkata

Ramana

DIN: 00031873

PAN:

AGKPG0991L

G. Venkataswamy Joint Managing

Director & Executive

Director

Technical Advisor

Indian

47 years

3/104, Old Malhar,

Sahara States,

Mansoorabad, Lb

Nagar, Hyderabad,

500068, Andhra

Pradesh, India

1. Wohler Laboratories

Private Limited

2. Satyadeva Organosys

Private Limited

3. V S R Life Sciences

Private Limited

4. Vineet Life Sciences

Private Limited

J.R.K.

Panduranga Rao

DIN: 00294746

PAN:

AAYPJ0032B

Jalluri Bramaiah Independent and

Non Executive

Director

Technical Advisor

M. Pharma

Retired Joint Drugs

Controller, AP

40 Years Experience

Indian

79 years

8-86/3, ROAD NO. 3

B,, New Dilsukh

Nagar Colony,,

Hyderabad, 500060,

Andhra Pradesh,

India

Nil

M. Tippayya

DIN: 00306985

PAN:

AFBPM5432J

Mathpati

Chandrayya

Independent and

Non Executive

Director

Legal advisor

LLB, 40years

Experience

Indian

71 years

4-6-312, First Floor,

Esamia Bazar,

Hyderabad, 500027,

Andhra Pradesh,

India

Nil

S. Murali Krishna

Murthy

DIN: 00540632

PAN:

AITPS2399K

Late S.

Satyanarayana

Managing Director &

Executive Director

experience of 35yrs

in Pharma Business

Indian

55 years

1-8-182/B,

Chikkadapally,

Hyderabad, 500020,

Andhra Pradesh,

India

1. Ortin Biotech Private

Limited

Page 8: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

S. Mohan

Krishna Murthy

DIN: 00540705

PAN:

AITPS2396G

Late S.

Satyanarayana

Whole time Director

& Executive Director

He has an

experience of 35yrs

in Pharma Business.

He is the Incharge of

the Financial aspects

of the company

Indian

63 years

1-8-182/A,

Chikkadapally,

Hyderabad, 500020,

Andhra Pradesh,

India

1. Ortin Biotech Private

Limited

S. Balaji

Venkateswarlu

DIN: 02010148

PAN:

ABWPS5289A

Late S. Pandari

Krishna Murthy

Whole time director

& Executive director

He has an

experience of 28yrs

in Pharma Business.

He looks after the

marketing of

pharmaceuticals and

developed a good

distribution network.

Indian

52 years

1-8-182,

Chikkadpally,

Hyderabad, 500020,

Andhra Pradesh,

INDIA

1. Ortin Biotech Private

Limited

S. Srinivasa

Kumar

DIN: 02010272

PAN:

AIYPS2600L

Late S. Rama

Krishna Murthy

Whole time director

& Executive director

He has an

experience of 23yrs

in Pharma Business.

Indian

49 years

Park Road,

Kalapharma,

Vijayawada, 520001,

Andhra Pradesh,

India

1. Ortin Biotech Private

Limited

B.

Satyanarayana

Raju

DIN: 02697880

PAN:

ACEPP4059N

Bh. Narasimha

Raju

Whole time Director

& Executive Director

He retired as a

Gazetted Officer

from the State Govt.

He has good

experience in

Administration and

Finance.

Indian

65 years

6-111, Shankar

Nagar,

Peerzadiguda,

R.R.Dist,

Peerzadiguda,

500039, Andhra

Pradesh, India

Nil

K. Pradyumna

Teja

DIN: 03074013

PAN:

BKLPK6391L

Venkata

Ramanamurthy

Kavoory

Independent and

Non Executive

Director

CA & Accountant

24years Exprience

Indian

26 years

2-1-284, F-502, 8-1,

Kshatriya Towers,

Nallakunta,

Hyderabad, 500044,

Andhra Pradesh,

India

Nil

Page 9: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

T. Seshagiri

DIN: 06715818

PAN:

ABTPT7350G

Appaiah

Tirukkovalluru

Independent and

Non Executive

Director

B. Pharma

Retired Deputy

Drugs Controller

Technical

Indian

61 years

2-1-283/1/502,

Nallakumta,

Hyderabad, 500044,

Andhra Pradesh,

India

Nil

B. Gopal Reddy

DIN: 06716560

PAN:

ADGPB0870N

Konda Reddy

Bheemreddy

Independent and

Non Executive

Director

Indian

67 years

16-11-404/7,

Moosarambagh,

Hyderabad, 500036,

Andhra Pradesh,

India

Nil

Laxshmi Sravani

Dasari

DIN: 03118833

PAN:

AHOPD6853B

D.L.S. Prasad Additional Director &

Executive Director

Technical Support

Indian

28 years

1-8-182/B,

Chikkadpally,

Hyderabad –

500020.

Omniwiz Information

Technologies Private

Limited

(e) Location of Development centre: Not Applicable

(f) Plant and machinery, technology, process, etc: Not Applicable

(g) Collaboration, any performance guarantee or assistance in marketing by the collaborators. Not

Applicable

(h) Infrastructure facilities and utilities like water, electricity, etc.: Not Applicable

(i) Schedule of implementation of the project and progress made so far, giving details of land

acquisition, civil works, installation of plant and machinery, trial production, date of commercial

production, etc. Not Applicable

(j) The products: as stated above

Page 10: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

(i) Nature of the product(s) - consumer/industrial and end-users: Not Applicable

(ii) Approach to marketing and proposed marketing set up: The Company has got its own marketing

team for development.

(iii) Export possibilities and export obligations, if any (in case of a company providing any "service"

particulars, as applicable, be furnished): Not applicable.

(k) Future prospects - expected capacity utilization during the first three years from the date of

commencement of production, and the expected year when the company would be able to earn cash

profits and net profits. Stock market data for shares/debentures of the company (high/low price) in

each of the last three years and monthly high/low during the last six months (where applicable):

Not Applicable

VI. Following particulars in regard to the company and other listed companies under the

same management within the meaning of section 370(1B), which made any capital issue

during the last three years: Not Applicable

Name of the company Not Applicable

Year of issue Not Applicable

Type of issue Not Applicable

(Public/rights/composite)

Amount of issue Not Applicable

Date of closure of issue Not Applicable

Date of completion of delivery of share/debenture certificates. Not Applicable

Date of completion of the project, where object of the issue was financing of a project Not

Applicable

Rate of dividend paid and cash bonuses: Not Applicable. The following table shows dividend

and cash bonus paid during the last 10 years.

Page 11: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

EQUITY PREFERENCE

Rate

Per

cent

Amt

Per

Share

Total

Amt

Rate

Per

cent

Amt per

Share

Total Amt

Records of Dividends

and Cash Bonus

(if any) for the last ten

years

(a) 2013-14 Interim NA NA NA NA NA NA

Final NA NA NA NA NA NA

Total NA NA NA NA NA NA

(b) 2012-13 Interim NA NA NA

Final 2.5 0.25 4235100 NA NA NA

Total NA NA NA

(c) 2011-12 Interim NA NA NA

Final 5 0.50 8470200 NA NA NA

Total NA NA NA

(d) 2010-11 Interim NA NA NA

Final 5 0.50 8470200 NA NA NA

Total NA NA NA

(e) 2009-10 Interim NA NA NA

Final 8 0.80 3760320 NA NA NA

Total NA NA NA

(f) 2008-09 Interim NA NA NA NA NA NA

Final NA NA NA NA NA NA

Total NA NA NA NA NA NA

(g) 2007-08 Interim NA NA NA NA NA NA

Final NA NA NA NA NA NA

Total NA NA NA NA NA NA

(h) 2006-07 Interim NA NA NA NA NA NA

Final NA NA NA NA NA NA

Total NA NA NA NA NA NA

(i) 2005-06 Interim NA NA NA NA NA NA

Final NA NA NA NA NA NA

Total NA NA NA NA NA NA

(j) 2004-05 Interim NA NA NA NA NA NA

Final NA NA NA NA NA NA

Total NA NA NA NA NA NA

Page 12: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

VII.

(a) Outstanding litigation pertaining to-

(i) Matters likely to affect operation and finances of the company including disputed tax liabilities of

any nature: Not Applicable

(ii) Criminal prosecution launched against the company and the directors for alleged offences

under the enactments specified in paragraph 1 of Part I of Schedule XIII to the Companies Act, 1956.

There are no criminal proceedings launched against the company or its Directors.

(b) Particulars of default, if any, in meeting statutory dues, institutional dues, and towards

instrument holders like debentures, fixed deposits and arrears on cumulative preference shares,

etc. (also give the same particulars about the companies promoted by the same private promoters

and listed on stock exchanges). Not Applicable

There is no default in meeting statutory dues, institutional dues. The company does not

have any instrument holders like debentures, fixed deposits, cumulative preference shares,

etc.

(c) Any material development after the date of the latest balance sheet and its impact on

performance and prospects of the company. Not Applicable

VIII. Management perceptions and risk factors

Risks factors and Management perceptions thereof

Risk Factors:

• Nanobody based drug candidates must undergo rigorous pre-clinical and clinical testing,

the results of which are uncertain and could substantially delay or prevent the drug

candidates from reaching the market.

• Delays in clinical trials are common and may have many causes. Such delays could result in

increased costs and jeopardise or delay the Company’s ability to achieve regulatory

approval and commence product sales as currently contemplated.

• The Company is reliant on collaborative partners for the development and

commercialization of most of its existing and future drug candidates.

Page 13: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

• The Company’s patents and other intellectual property rights may not adequately protect

its products and drug candidates, which may impede the Company’s ability to compete

effectively.

• The Company faces, and will continue to face, significant competition and rapid

technological change which could limit or eliminate the market opportunity for its products

and drug candidates.

• The Company relies on outsourcing arrangements with third parties for some of its

activities including manufacturing and clinical trials management.

• The Company may not have adequate insurance cover, particularly in connection with

product liability risk.

• The commercial success of the Company will depend upon attaining significant market

acceptance of its drug candidates among physicians, patients, healthcare payers and the

medical community. The Company has not yet commercialised any product.

• If the Company fails to attract and retain qualified personnel, it may be unable to

successfully develop its technologies, conduct its clinical trials and commercialise drug

candidates.

• The Company may need additional funding, which may not be available on acceptable terms

when required.

External Risk Factors

1. Competitive Environment

2. Change in government policies

3. Change in technology

4. Increased cost in equipments

Internal Risk Factors

1. Increased cost for rendering services

2. Unavailabilty of skilled staff

3. Temperature and climate issues

4. Customer Behaviour

Page 14: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

Management Perceptions:

• Proactive hazard identification and risk assessment of situations and sources.

• Risk control of violent or aggressive behaviour.

• The Company uses a careful process for selection of service providers on a project-by-

project basis from a core list of preselected service providers.

• Long list of service providers have been systematically put into competition in order to

secure lowest purchasing prices.

• Service providers should react to the concerns of pharmaceutical customers with a best

practice approach which includes the following aspects.

• Complexity and efficiency: definition of highly standardised and transparent processes and

contracts.

• Co-operation and communication: project management in close vicinity to the

pharmaceutical company and not only offshore lab resources (e.g. in China or India).

• Costs and invoicing: establishing full cost transparency and easy invoicing process.

• Flexibility and quality: high flexibility regarding project execution with stringent quality

control.

• Exclusivity and secrecy: clear and transparent rules regarding the engagement in projects of

direct competitors.

• Intellectual property: cooperation agreement leaving all critical IP at the pharmaceutical

company.

PART II

A. General information

1. Consent of directors, auditors, solicitors/ advocates, managers to the issue, Registrar of issue,

bankers to the company, bankers to the issue and experts. Not Applicable. The company was listed

company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order)

2. Expert opinion obtained, if any. Not Applicable. The company was listed company on Madras Stock

Exchange (now exited as Stock Exchange as per SEBI Order).

2. Change, if any, in directors and auditors during the last three years, and reasons thereof.

Page 15: information memorandum final - bseindia.com Ortin Labs.pdf4 A Prabhakar Raju 556933 3.29 5 Satyanarayana Raju Bhupathiraju ... Nagar, Hyderabad, 500068, Andhra Pradesh, India 1. Wohler

Auditors: No change in auditors during the last three years

Directors:

Sl.

No

Name Date of Appointment/

Resignation

Remarks

1. D. Jagannadha Raju 01.09.2014 Resignation as a director

2. Lakshmi Sravani

Dasari

14.02.2015 Appointed as a director

3. T. Seshagiri 01.06.2014 Appointed as a director

4. Dr. B. Gopal Reddy 01.06.2014 Appointed as a director

4. Authority for the issue and details of resolution passed for the issue. Not Applicable. The

company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI

Order)

5. Procedure and time schedule for allotment and issue of certificates. Not Applicable. The company

was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI Order)

6. Names and addresses of the company secretary

COMPANY SECRETARY & COMPLIANCE OFFICER:

Sl No Name of the Company Secretary

and Compliance Officer

Other Details

1 Sharvari Suhas Khadke Anand Appartment, Jadhavwadi,, Shahu Market.,

Kolhapur, 416005, Maharashtra, India

Phone no: +91-7702670505

E-mail: [email protected]

7. Names and addresses of the company secretary, legal adviser, lead managers, co-managers,

auditors, bankers to the company, bankers to the issue and brokers to the issue. Not Applicable. The

company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per SEBI

Order)

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STATUTORY AUDITORS

M/s Mathesh & Ramana.

Himayath Nagar, Hyderabad

BANKERS

Karanataka Bank Ltd

Nampally Station Road,

Hyderabad -500001

B. Financial information Reports to be set out

1. A report by the auditors of the company with respect to-

(a) Profits and losses and assets and liabilities, in accordance with sub-clause (2) or (3) of this

clause, as the case may require; Annual report 2013-14 enclosed

(b) The rates of the dividends, if any, paid by the company in respect of each class of shares in the

company for each of the five financial years immediately preceding the issue of the prospectus,

giving particulars of each class of shares on which such dividends have been paid and particulars of

the cases in which no dividends have been paid in respect of any class of shares for any of those

years, and, if no accounts have been made up in respect of any part of the period of five years

ending on a date of three months before the issue of the prospectus, containing a statement of that

fact (and accompanied by a statement of the accounts of the company in respect of that part of the

said period up to a date not earlier than six months of the date of issue of prospectus indicating the

profit or loss for that period and the assets and liabilities position as at the end of that period

together with a certificate from the auditors that such accounts have been examined and found

correct by them. The said statement may indicate the nature of provision or adjustments made or

are yet to be made). NA

2. If the company has no subsidiaries, the report shall-

(a) so far as regards profits and losses, deal with the profits or losses of the company

(distinguishing items of a non-recurring nature) for each of the five financial years immediately

preceding the issue of the prospectus; and NA

(b) so far as regards assets and liabilities, deal with the assets and liabilities of the company at the

last date to which the accounts of the company were made up. NA

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3.If the company has subsidiaries the report shall-

(a) so far as regards profits and losses, deal separately with the company's profits or losses as

provided by sub-clause (2) and in addition deal either- N.A.

(i) as a whole with the combined profits or losses of its subsidiaries so far as they concern members

of the company; or NA

(ii) individually with the profits or losses of each subsidiary, so far as they concern members of the

company; or, instead of dealing separately with the company's profits or losses deal as a whole with

the profits or losses of the company, and, so far as they concern members of the company, with the

combined profits or losses of its subsidiaries; and NA

(b) so far as regards assets and liabilities, deal separately with the company's assets and liabilities

as provided by sub-clause (2) and in addition, deal either:-

(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the

company's assets and liabilities, or NA

(ii) individually with the assets and liabilities of each subsidiary; and shall indicate as respects the

assets and liabilities of the subsidiaries, the allowance to be made for persons other than members

of the company. NA

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Financials for the last five years:

Balance Sheet:

Particulars As on March 31,

2015 2014 2013 2012 2011 2010

I. Equity and liabilities

(1) Shareholders’ funds

(a) Share capital 16,94,04,000 16,94,04,000 16,94,04,000 16,94,04,000 16,94,04,000 3,67,04,000

(b) Reserves and surplus

5,49,82,534 5,02,16,282 3,83,52,060 3,23,83,596 2,94,89,224 3,26,66,367

Loan Funds

a) Secured Loans

3,19,51,073

b) Unsecured Loans

11,15,966

(2) Non- current liabilities

(a)Long term borrowings

4,94,55,562 2,79,91,807 1,06,15,655 46,72,639 1,20,42,431 -

(b) Long term provisions

14,27,266 11,07,363 8,91,185 6,36,168 94,078 -

(c) Deferred Tax Liabilities (Net)

2,92,15,741 2,97,75,242 2,81,45,144 2,47,94,475 2,06,70,529 32,91,390

(d)Other long term liabilities

20,650 20,650 1,21,650 20,650 25,650 2,30,874

(3) Current liabilities

(a) Short term borrowings

14,80,21,215 15,21,65,860 15,97,92,236 11,86,91,734 9,34,88,751

(b) Trade payables 16,84,82,065 26,38,68,560 30,31,27,351 45,45,66,452 19,20,52,520 2,78,44,673

(c) Short term provisions

98,714 8,84,655 54,44,902 1,22,62,156 1,83,07,806 1,13,45,846

(d) Other current liabilities

5,15,71,422 3,02,37,804 1,90,23,630 1,31,08,560 62,96,046

67,26,79,169 72,56,72,223 73,49,17,813 83,05,40,430 54,18,71,035 14,51,50,189

II. Assets

(1) Non current assets

(a) Fixed Assets

(i) Net block 21,83,44,904 23,89,82,516 24,76,90,610 23,84,97,886 22,68,78,914 3,82,21,521

(ii) Capital work in progress

- - - - - -

(b) Deferred Tax assets

- - - - -

(c) Long terms loans and advances

2,05,21,960 2,17,07,881 2,26,21,855 1,30,39,045 1,88,21,028

Non current investments

3,38,761 3,38,761 3,38,761 3,38,761 3,17,171 17,171

Other Non-current assets

- 3,09,747 5,16,403 7,23,078

(2) Current assets

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(a) Inventories 21,97,54,579 21,72,28,493 15,22,14,595 11,06,43,207 4,36,47,967 1,06,58,627

(b) Trade receivables 17,13,62,327 21,42,39,042 27,45,76,693 43,85,87,262 21,38,61,606 6,27,18,690

(c) Cash and bank balances

1,73,79,790 1,16,06,518 1,97,54,813 1,00,65,335 1,16,20,358 2,21,86,271

(d) Short-term loans and advances

2,46,34,559 2,09,13,089 1,69,70,445 1,73,86,405 2,47,46,938 94,31,972

(e) Other current assets

3,42,289 6,55,923 4,40,294 14,66,126 12,53,975 19,15,937

67,26,79,169 72,56,72,223 73,49,17,813 83,05,40,430 54,18,71,035 14,51,50,189

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(In Rs.)

Profit & Loss Account:

Particulars As on March 31,

2015 2014 2013 2012 2011 2010

Revenue from operations 60,41,25,569 67,13,64,086 74,82,77,346 85,79,17,962 649,856,509 31,34,01,429

Other income 22,01,734 60,49,144 24,12,679 25,93,536 1,584,796 7,32,659 Total revenue 60,63,27,303 67,74,13,230 75,06,90,025 86,05,11,498 65,14,41,305 31,41,34,088

Expenses

Material costs 41,85,16,900 49,29,94,240 53,90,48,125 66,31,99,107 53,40,59,918 26,57,75,309

(Increase)/Decrease in Inventory

-13,22,461

(63,76,654)

13,74,629 -547601

-784761

Manufacturing Expenses 18,10,463

Personnel costs 2,41,06,897 2,55,13,021 2,60,45,013 2,76,07,802 1,44,23,866 63,20,609

Other Expenses 9,78,59,428 9,83,27,513 11,60,67,867 9,82,76,880 6,29,31,227 2,40,39,069

Interest & Finance charges

3,52,14,707 3,71,73,046 3,55,42,034 3,26,17,499 1,35,99,642 12,44,896

Depreciation/amortization 1,64,15,254 1,50,50,222 1,40,38,632 1,32,80,397 63,17,495 19,46,349 Total Expenses 59,07,90,725 66,26,81,388 73,21,16,300 83,44,34,084 63,05,47,587 30,11,36,695

Profit before tax 1,55,36,578 1,47,31,842 1,85,73,725 2,60,77,414 2,08,93,718 1,29,97,393

Prior Period Items -22,03,466 20,96,126 - - -

Total 1,33,33,112 1,68,27,968 1,85,73,725 2,60,77,414 2,08,93,372 1,29,97,393

Tax expense

- Current tax 48,72,103 37,64,561 37,69,855 53,23,988 48,33,203 44,18,662

- Deferred tax -5,59,500 16,30,097 33,50,669 41,23,946 -3,51,097 3,61,293

-MAT Credit - - - - - -

-Dividend Tax - - - - 14,06,794 6,39,066

Prior year’s tax adjustment

41,275 -4,30,912 5,29,881 38,58,113 2,50,346 -

Profit after tax 89,79,234 1,18,64,222 1,09,23,319 1,27,71,367 1,47,53,872 75,78,372

EPS

Basic and diluted 0.53 0.70 0.64 0.75 1.56 2.24

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Cash Flow Statement:

(in Rs.)

Particulars As on March 31,

2014 2013 2012 2011 2015

Net Profit before

tax

1,72,58,880 1,80,43,844 2,22,19,301 2,06,43,372 1,32,91,837

ADD: Depreciation 1,50,50,222 1,40,08,243 1,32,80,397 63,17,495 1,64,15,254

ADD: Misc. Expenses 2,06,656 2,06,656 11,64,675 11,64,675 2,06,656

ADD: Interest 3,71,73,046 3,55,42,034 3,26,17,499 1,35,99,842 3,52,14,707

LESS: Interest

received

12,60,568 11,90,089 8,65,431 3,56,997 12,38,925

LESS: Misc. Income 47,88,576 12,22,590 17,28,105 12,27,799 9,62,809

Operating Profit 6,36,39,660 6,53,88,098 6,66,88,336 4,01,40,588 6,29,26,720

Increase in

Inventories

-6,50,13,898 -4,15,71,388 -6,69,95,240 3,30,75,411 -25,26,086

Increase in debtors 6,03,37,651 16,40,10,569 -22,47,25,656 -23,49,256 4,28,76,715

Increase in loan &

advances

-31,41,207 81,41,019 1,19,72,365 3,53,546 -24,28,571

Increase/ Decrease

in current liabilities

-3,24,89,686 15,69,40,123 25,39,40,892 2,74,03,534 -7,45,18,916

Cash generated

from operation

2,33,32,519 2,27,46,136 4,08,80,697 4,38,16,757 2,63,29,862

LESS: Tax expense 37,64,561 3,769,855 53,23,988 48,33,803 48,72,103

LESS: Interest paid 3,71,73,046 3,55,42,034 3,26,17,499 1,35,99,842 3,52,14,707

Cash from

operation

-1,76,05,088 -16565753 29,39,210 2,53,83,112 -1,37,56,948

Increase in

Investments

- - -21,590 -1,70,103 -

ADD: Misc. Income 47,88,576 12,22,590 17,28,105 12,27,799 9,62,809

ADD: Additional to

fixed Assets

-63,42,127 -2,32,00,966 -2,48,99,369 -5,88,46,053 9,376

ADD: Interest

Received

12,60,568 11,90,089 8,65,431 3,56,997 12,38,925

Net cash used in

Investing

-2,92,983 -2,07,88,287 -2,23,27,423 5,74,31,360 22,11,110

Receipt from Share - - - 2,06,55,000 -

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Capital

Receipt from new

Borrowings

97,49,776 4,70,43,518 1,78,33,191 -1,19,82,886 1,73,19,110

Net cash used in

Financing Activity

97,49,776 4,70,43,518 1,78,33,191 86,72,114 1,73,19,110

Net cash flow -81,48,295 96,89,478 -1555023 -2,33,76,134 57,73,272

Opening Balance 1,97,54,813 1,00,65,335 1,16,20,358 2,21,86,271 1,16,06,518

ADD: Opening

Balance of Vineet

Laboratories on

account of merger

- - - 1,28,10,221 -

Net cash flow -8148295 96,89,478 -1555023 -2,33,76,134 57,73,272

Cash and cash

Equivalents

1,16,06,518 1,97,54,813 1,00,65,335 1,16,20,358 1,73,79,790

SHAREHOLDING PATTERN FOR THE LAST FOUR QUARTERS:

Sl.

No

Category June 2015 March 2015 December 2014 September 2014 June 2014

Shares % Shares % Shares % Shares % Shares %

A1 Promoters

Indian

promoters

6688141 39.48 6766361 39.94 6766361 39.94 6839585 40.37 7399970 43.68

Foreign

promoters

- - - - - - - - - -

PACs

Sub-Total (A)

(1)

6688141 39.48 6766361 39.94 6766361 39.94 6839585 40.37 7399970 43.68

B1 Non

promoters

Institutions - - - - - - - - - -

B2 Non

Institutions

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Bodies

corporate

1293551 7.645 1292384 7.63 1453944 8.58 1700698 10.04 1428995 8.44

Indian public 8488281 50.11 8391957 49.54 7911606 48.63 7909218 46.69 7682643 45.35

NRIs/OCB’s 470427 2.78 470416 2.78 462690 2.73 457736 2.70 418161 2.47

Other Specify 470427 2.78 489698 2.89 481530 2.84 490899 2.90 428792 2.53

Clearing

members

- - 19282 0.11 18588 0.11 32911 0.19 10631 0.06

Foreign

Nationals

- - - - 252 0.00 252 0.00 - -

Sub Total B

(1+2)

10252259 60.52 10174039 60.06 10174039 60.06 10100815 59.63 9540430 56.32

C Total (A+B) 16940400

100 16940400 100 16940400 100 16940400 100 16940400 100

4. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be

applied directly or indirectly-

(i) in the purchase of any business; or NA

(ii) in the purchase of an interest in any business and by reason of that purchase, or anything to be

done in consequence thereof, or in connection therewith; the company will become entitled to an

interest as respects either the capital or profits and losses or both, in such business exceeding fifty

per cent, thereof; a report made by accountants (who shall be named in the prospectus) upon-

(a) the profits or losses of the business for each of the five financial years immediately preceding

the issue of the prospectus., and NA

(b) the assets and liabilities of the business at the last date to which the accounts of the business

were made up, being a date not more than one hundred and twenty days before the date of the

issue of the prospectus. NA

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5.

(i) If-(a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is

to be applied directly or indirectly in any manner resulting in the acquisition by the company of

shares in any other body corporate; and NA

(b) by reason of that acquisition or anything to be done in consequence thereof or in connection

therewith, that body corporate will become a subsidiary of the company; a report made by

accountants (who shall be named in the prospectus) upon- NA

(i) the profits or losses of the other body corporate for each of the five financial years immediately

preceding the issue of the prospectus; and NA

(ii) the assets and liabilities of the other body corporate at the last date to which its accounts were

made up.

(2) The said report shall-

(a) indicate how the profits or losses of the other body corporate dealt with by the report would, in

respect of the shares to be acquired, have concerned members of the company and what allowance

would have fallen to be made, in relation to assets and liabilities so dealt with for holders of other

shares, if the company had at all material times held the shares to be acquired; and NA

(b) where the other body corporate as subsidiaries deal with the profits or losses and the assets

and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (2)

above in relation to the company and its subsidiaries. NA

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6. Principal terms of loan and assets charged as security.

Sl.

No

Bank Loan amount

(In Rs.)

Terms of loan Assets charged

1. Karnataka

Bank Ltd.,

Nampally

Branch,

Nampally

station Road,

Hyderabad-

500001

Rs. 19,95,000/- Repayable in 60

equated monthly

installments of

Rs. 47461/- each.

Hypothecation of vehicles valued at Rs. 27.95

lakhs to be purchased out of the fresh term loan.

2. Axis Bank

Limited

Retail asset

centre, 5-2-

183/184,3rd

floor,

Rp Road

Secunderabad

Rs.4,00,000/- Repayable in 35

EMI's & each

amounting to

Rs.13,480/-

1 No AL Dost Vehicle

3. Karnataka

Bank Ltd.,

Nampally

Branch,

Nampally

station Road,

Hyderabad-

500001

Rs. 7,87,000/- 60 monthly

Installment

Hypothecation of Car in the name of M/s. Ortin

Laboratories Ltd valued at Rs.1585249

4. Karnataka

Bank Ltd.,

Nampally

Branch,

Nampally

station Road,

Hyderabad-

500001

Rs. 13,50,000/- 60 monthly

installments

Name of the Asset.

1. Hypothecation of new Skoda car to be

purchased at an on road price of Rs.1672683/-

5. Karnataka

Bank Ltd.,

Nampally

Branch,

Nampally

station Road,

Hyderabad-

500001

Rs.

5,60,00,000/-

For Term Loan -

Repayable in 57

equal monthly

installment of

Rs.4.56 lakh

(approximately)

after an initial

1. Prime - For term loan - Hypothecation of

additional plant and machineries to be

purchased.

2. For OD- Hypothecation of stock of raw

material, semi finished and finished goods

advance paid to suppliers and book debts.

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holiday period of

3 months.

Interest will be

serviced on

monthly basis

even during

holiday period.

For WCDPN- in

lump sum on or

before due date.

3. For LC and BG:15% cash margin

4. Collateral: as per the items mentioned in the

Sanction letter from point 1 to 18.

5. Personal Guarantee of the Directors of the

company Mr. Murali Krishna Murthy, Mr. S

Mohan Krishna Murthy, S. Balaji Venkateswarlu,

Mr S. Srinivas Kumar, Mr Gaddam Venkata

Ramana and Mr Bhupathiraju Satyanarayana

Raju.

6. Personal Gurantee of Mrs A Sreedevi, Mr P V

Krishnam Raju, Mr A Prabhakar Raju, Mrs G

Venkata Rama, Mrs Rajarajeswari , Mrs D

Ramavathi & Mrs Ananthalaxmi.

6. Karnataka

Bank Ltd.,

Nampally

Branch,

Nampally

station Road,

Hyderabad-

500001

Rs.21,62,00,000 overdraft- on

demand/as per

OD rules

The assets at the time of creation of charge + for

OD hypothecation of stock of raw materials, semi

finished and finished goods, adv paid to suppliers

and book debts. For LC goods received under LC.

Hypothecation of existing plant and machineries

and additional plant and machineries

purchased/to be purchased

7.

Karnataka

Bank Limited,

Nampally

Branch,

Nampally

Station Road,

Hyderabad-

500001

Rs. 14,000,000 Repayable on

Demand

1. PRIME: Hypothecation of Plant and

Machineries purchased and to be purchased

2. already mortgaged factory land and buildings

measuring 2.60 acres at plot no 275 and 278

survey no 254, 255, and 256 Pashamylaram,

Medak Dist AP measuring 2.60 acres in the name

of company

3. Prime cost of construction of first and second

floor on the existing ground floor of the factory

premises and ground 1st and 2nd floor on the

adm. building, stores, canteens mea. 17550 sq. ft

4. Collateral: Already mortgaged residential flat

measuring 1400 sq. yards. No 502, 502A door No

3-5-757 barkatpura, Hyd. belong to company

admeasuring 1400 sq ft.

5. Hypothecation of existing Plant and

Machinery. Extension of charge on the all the

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properties of the company

8. The Karnataka

Bank Ltd,

Nampally

Station Road

Branch,

Nampally,

Hyderabad-

500001

Rs. 2,27,000 Repayable on

Demand

Hypothecation of new tata ace goods carrier

9. The Karnataka

Bank Ltd,

Nampally

Station Road

Branch,

Nampally,

Hyderabad-

500001

Charge ID No:

90116454

3,00,00,000 Repayable on

Demand

There is no change in the existing limits. Renewal

of existing limits of renewal of Rs. 300 lakhs od,

renewal of bg with existing 10.00 lakhs, renewal

of Rs. 5.00 lakhs bpc

10 The Karnataka

Bank Ltd,

Nampally

Station Road

Branch,

Nampally,

Hyderabad-

500001

Rs.10,00,000 Repayable on

Demand

1. Hypothecation of Plant, Machinery, Furniture

& Fixtures

2.Hypothecation of Stock of Raw Material, Semi

Finished & Finished Products, Packing Material

3. Hypothecation of Book Debts

4. Mortgage of Factory Land & Building IDA

Pashamilaram belonging to Company

5. Flat No.502, 502A, Palem Towers,

Barkathpura, Hyderabad belong to the Company.

11.

The Karnataka

Bank Ltd,

Nampally

Station Road

Branch,

Nampally,

Hyderabad-

500001

Rs. 1,60,00,000 Repayable on

Demand

Hypothecation. of plant and machinery

/equipments to be purchased valued at

Rs.46.42lakhs. already mortgaged by way of

deposit of title deeds in respect of factory land

and buildings measuring 2.60 acres at plot no

275 and 278 survey no 254 and 256 Pasamilaram

Medak district, where proposed civil

constructions to be done at an estimate of

Rs167.10 lakhs. already mortgaged by way of

DTD in respect of mortgaged of flat measuring

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1400 sq. yards at No 502 and 502A Door no 3-5-

757, Barkatpur, Hyderabad

12. The Karnataka

Bank Ltd,

Nampally

Station Road

Branch,

Nampally,

Hyderabad

Rs.5,00,000 Repayable on

Demand

Temporary overdraft limits of Rs.10,00,000 has

been sanctioned which has been sanctioned with

overall limits enhanced from Rs. 30,00,000 to Rs.

60,00,000

13. United Bank

of India,

Hyderabad

Branch

Rs. 1,20,000 Repayable on

Demand

Hypothecation of Stock Raw Material working

process, Finished goods, Located at 5-9/3,

Maruthi Nagar, Hyderabad-35

14 The Karnataka

Bank Ltd,

Nampally

Station Road

Branch,

Nampally,

Hyderabad

Rs. 2,70,00,000 Repayable in 54

equal monthly

installments of

Rs. 5,00,000/-

each after an

initial holiday

period of 6

months.

Hypothecation of New Machinery to be

purchased with a total project cost of Rs. 360

lakhs and existing machinery with a WDV of Rs.

1605 lakhs.

EM of open plot No. 68/1 situated in Ameenpur

village, patancheru mandal.

EM of industrial site/factory premises situated at

malkapur village and G.P Choutuppal Mandal,

Nalgonda Dist.

Open plot no. 53 situated at silpa paradise,

Bachepally village.

Undivided share of land situated at

Mansoorabad, LB Nagar.

Land and building situated at Kukatpally.

Open plot No. 150 situated at Ameenpur village

Patancheru Mandal.

Open plot No. 69 situated at Ameenpur village &

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G.P. Patancheru Mandal.

Open Plot no. 70 situated at Ameenpur village,

patancheru mandal.

C. Statutory and other information

1. Minimum subscription NA

2. Expenses of the issue giving separately fee payable to:

(a) Advisers. NA

(b) Registrars to the issue. NA

However the Company has RTA who is the common registry agent, Details of the RTA are:

M/s Karvy Computershare Private Ltd

Plot No. 17-24 Vithalrao Nagar, Madhapur, Hyderabad- 500081

(c) Managers to the issue. NA

(d) Trustees for the debentureholders. NA

3. Underwriting commission and brokerage NA

4. Previous issue for cash NA

5. Previous public or rights issue, if any: (during last five years)

(a) Date of allotment: NA

Closing date NA

Date of refunds: NA

Date of listing on the stock exchange: NA

(b) If the issue(s) at premium or discount and the amount thereof. NA

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(c) The amount paid or payable by way of premium, if any, on each share which had been issued

within the two years preceding the date of the prospectus or is to be issued, stating the dates or

proposed dates of issue and, where some shares have been or are to be issued at a premium and

other shares of the same class at a lower premium, or at par or at a discount, the reasons for the

differentiation and how many premiums received have been or are to be disposed. NA

6. Commission or brokerage on previous issue. NA

7. Issue of shares otherwise than for cash. NA

8. Debentures and redeemable preference shares and other instruments issued by the company

outstanding as on the date of prospectus and terms of issue. NA

9. Option to subscribe. NA

10. Purchase of property:-

(i) As respects any property to which this clause applies-

(a) the names, addresses, descriptions and occupations of the vendors; NA

(b) the amount paid or payable in cash, shares or debentures to the vendor and, where there is

more than one separate vendor, or the company is a sub-purchaser, the amount so paid or payable

to each vendor, specifying separately the amount, if any, paid or payable for goodwill; NA

(c) the nature of the title or interest in such property acquired or to be acquired by the company;

NA

(d) short particulars of every transaction relating to the property completed within the two

preceding years, in which any vendor of the property to the company or any person who is, or was

at the time of the transaction, a promoter, or a director or proposed director of the company had

any interest, direct or indirect, specifying the date of the transaction and the name of such

promoter, director or proposed director and stating the amount payable by or to such vendor,

promoter, director or proposed director in respect of the transaction. NA

(ii) The property to which sub-clause (i) applies is a property purchased or acquired by the

company or proposed to be purchased or acquired, which is to be paid for wholly or partly out of

the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition

of which has not been completed at the date of issue of the prospectus, other than property- NA

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(a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of

the company's business, the contract not being made in contemplation of the issue nor the issue in

consequence of the contract; or

(b) as respects which the amount of the purchase money is not material. NA

(iii) For the purpose of this clause, where a vendor is a firm, the members of the firm shall not be

treated as separate vendors. NA

(iv) If the company proposes to acquire a business which has been carried on for less than three

years, the length of time during which the business has been carried on. NA

11. (i) Details of directors, proposed directors, whole-time directors, their remuneration,

appointment and remuneration of managing directors, interest of directors, their borrowing

powers and qualification shares.NA

Any amount or benefit paid or given within the two preceding years or intended to be paid or given

to any promoter or officer and consideration for payment of giving of the benefit. NA

(ii) The dates, parties to, and general nature of- NA

(a) every contract appointing or fixing the remuneration of a managing director manager whenever

entered into, that is to say, whether within or more than, two years before the date of the

prospectus; NA

(b) every other material contract, not being a contract entered into in the ordinary course of the

business carried on or intended to be carried on by the company or a contract entered into more

than two years before the date of the prospectus. NA

A reasonable time and place at which any such contract or a copy thereof may be inspected.

(iii) Full particulars of the nature and extent of the interest, if any, of every director or promoter-

(a) in the promotion of the company; or NA

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(b) in any property acquired by the company within two years of the date of the prospectus or

proposed to be acquired by it. NA

Where the interest of such a director or promoter consists in being a member of a firm or company,

the nature and extent of the interest of the firm or company, with a statement of all sums paid or

agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person

either to induce him to become, or to qualify him as, a director, or otherwise for services rendered

by him or by the firm or company, in connection with the promotion or formation of the company.

NA

The company was listed company on Madras Stock Exchange (now exited as Stock Exchange as per

SEBI Order)

12. Rights of members regarding voting, dividend, lien on shares and the process for modification of

such rights and forfeiture of shares. NA

13. Restrictions, if any, on transfer and transmission of shares/ debentures and on their

consolidation/ splitting. NA

In case of equity shares having a par value of Rs. 10/- per share, each Shareholder is eligible for one

vote per share. The dividend proposed by the Board of Directors is subject to the approval of

shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders

are eligible to receive the remaining assets of the Company, after distribution of all preferential

amounts, in proportion of their shareholding.

14. Revaluation of assets, if any (during last five years). NA

15. Material contracts and inspection of documents, e.g. The company was listed company on Madras

Stock Exchange (now exited as Stock Exchange as per SEBI Order)

A. Dates of and parties to all material contracts, agreements (including agreements for technical advice

and collaboration), concession and similar other documents (except those entered into in the ordinary

course of business carried on or intended to be carried on by the company) together with the brief

description of terms, subject matter and general nature of the documents. NA

B. Documents. NA

C. Time and place at which the contracts together with documents will be available for inspection

from the date of prospectus until the date of closing of the subscription list. NA

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PART III

Provisions applying to Parts I and II of the Schedule N.A.

16. Every person shall, for the purpose of this Schedule, be deemed to be a vendor who has entered

into any contract, absolute or conditional, for the sale or purchase or for any option of purchase, of

any property to be acquired by the company, in any case where -

(a) the purchase money is not fully paid at the date of the issue of the prospectus;

(b) the purchase money is to be paid or satisfied, wholly or in part, out of the proceeds of the issue

offered for subscription by the prospectus;

(c) the contract depends for its validity or fulfillment on the result of that issue.

17. Where any property to be acquired by the company is to be taken on lease, this Schedule have

effect as if the expression "vendor" included the lessor, the expression "purchase money" included

the consideration for the lease, and the expression "sub-purchaser" included a sub-lessee.

18. If in the case of a company which has been carrying on business, or of a business which has been

carried on for less than five financial years, the accounts of the company or business have only been

made up in respect of four such years, three such years, two such years or one such year, Part II of

this Schedule shall have effect as if references to four financial years, three financial years, two

financial years or one financial years, as the case may be, were substituted for references to five

financial years.

19. Where the five financial years immediately preceding the issue of prospectus which are referred

to in Part II of this Schedule or in this part cover a period of less than five years, references to the

said five financial years in either Part shall have effect as if references to a number of financial years

the aggregate period covered by which is not less than five years immediately preceding the issue

of the prospectus were substituted for references to the five financial years aforesaid.

20. Any report required by Part II of this Schedule shall either -

(a) indicate by way of note any adjustments as respects the figures of any profits or losses or assets

and liabilities dealt with by the report which appear to the persons making the report necessary; or

(b) make those adjustments and indicate that adjustments have been made

21. Any report by accountants required by Part II of this Schedule -

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(a) shall be made by accountants qualified under this Act for appointment as auditors of the

company; and

(b) shall not be made by any accountant who is an officer or servant, or a partner or in the

employment of an officer or servant, of the company or of the company’s subsidiary or holding

company or of a subsidiary of the company’s holding company.

For the purposes of this clause, the expression "officer" shall include a proposed director but not an

auditor.

22. Inspection of documents: Reasonable time and place at which copies of all balance sheets and

profit and loss accounts, if any, on which the report of the auditors is based, and material contracts

and other documents may be inspected.

Note: Term "year” wherever used herein earlier means financial year.

Declaration: That all the relevant provisions of the Companies Act, 1956, and the guidelines issued

by the Government have been complied with and no statement made in prospectus is contrary to

the provisions of Companies Act, 1956, and rules thereunder.

For Ortin Laboratories Limited

Place: Hyderabad S. Murali Krishna Murthy

Date: 17.08.2015 Managing Director

DIN: 00540632

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