ORTIN GLOBAL LIMITED - Proxy Solicitation & Information Statement 2023

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MURALI KRISHNA
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MURTHY SANKA
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Digitally signed by MURALI KRISHNA MURTHY SANKA Date: 2023.11.22 15:42:04 +05'30'

Ortin Laboratories Limited CIN: L24110TG1986PLC006885 Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044 [email protected], www.ortinlabsindia.com

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 1[st ] EXTRA ORDINARY GENERAL MEETING FOR THE FY 202324 OF THE SHAREHOLDERS OF ORTIN LABORATORIES LIMITED WILL BE HELD ON THURSDAY, DECEMBER 14, 2023 AT 11:00 A.M. THROUGH VIDEO CONFERENCING AND OTHER AUDIOVISUAL MEANS TO TRANSACT THE FOLLOWING SPECIAL BUSINESS:

SPECIAL BUSINESS:

1. APPROVAL FOR THE SALE/DISPOSAL OF THE PROPERTY OF THE COMPANY I.E., LANDS, BUILDINGS, FIXTURES AND MACHINERY, LOCATED AT 275/278, MAIN ROAD, I.D.A. PASHAMYLARAM, SANGAREDDY DISTRICT, TELANGANA-502307.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment there to or re-enactment thereof), Insolvency and Bankruptcy Code, 2016 and Regulation 37A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Memorandum and Articles of Association of the company and subject to such approvals if any required from relevant statutory authorities and appropriate authorities and subject further to the conditions imposed by any such authority while granting such approvals, permissions, consents and sanctions, the approval of the members of the company be and is hereby accorded to the Board of Directors of the company to sell or dispose off the property of the Company, i.e., lands, buildings, fixtures, machinery and other properties, located at 275/278, Main Road, I.D.A. Pashamylaram, Sangareddy District, Telangana502307,to such person (s) or Bodies Corporate, to be identified by the Board of Directors, at a consideration as may be decided and approved by the Board of Directors upon the recommendations of the Audit Committee,which will not be less than the valuationof the undertaking proposed to be disposed off, as carried out by a registered valuer.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform or cause to be done all such acts, deeds matters and things, as may be required or deemed necessary or incidental there to, and to settle and finalize all issues that may arise in this regard including without limitation, finalizing and executing necessary agreements, deeds of

conveyance/ assignment and such other documents as may be necessary or expedient, in its own discretion and in the best interest of the company, and to delegate all or any of the powers herein conferred to any director(s) or other officials (s) of the company, or to engage any adviser, consultant, agent or intermediary, as may be deemed necessary to give effect to this resolution.”

For Ortin Laboratories Limited Sd/-

S.Murali Krishna Murthy Place: Hyderabad Managing Director Date: 14.11.2023 DIN: 00540632

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

Item No.1 : APPROVAL FOR THE SALE/DISPOSAL OF PROPERTY OF THE COMPANY I.E., LANDS, BUILDINGS, FIXTURES AND MACHINERY, LOCATED AT 275/278, MAIN ROAD, I.D.A. PASHAMYLARAM, SANGAREDDY DISTRICT, TELANGANA-502307

The Company proposes to sell the Property of the Company i.e., Lands, Buildings, Fixtures and Machinery, located at 275/278, Main Road, I.D.A. Pashamylaram, Sangareddy District, Telangana502307 to such person (s) or Bodies Corporate, to be identified by the Board of Directors, for a consideration by cashwhich will not be less than the valuationof the undertaking to be disposed off, as carried out by a registered Independent valuer.

The Drugs Control Administration, Government of Telangana vide its order dated 03.07.2023 received by the Company on 11.07.2023 cancelled the Company’s Manufacturing License for want of upgradation of manufacturing facilities, infrastructure and recruiting expert technical team as per the provisions of Schedule M of Drugs and Cosmetics Act, 1940 & rules made there under.

The Board of Directors after a careful consideration of the cost benefit analysis of making of additional investments for the required upgradation of the manufacturing facilities, etc., and reached to a plausible conclusion that the said proposal may not be viable in the perspective of the present position of the companyand decided to dispose of the assets of the company and discharge the liabilities/debts to the possible extent, subject to your consent.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

The operations of the Company for the financial year ended on 31.03.2023 are as follows

(Rupees in Lakhs)

		(Rupees in Lakhs)
Particulars	For the year ended 31.03.2023	For the year ended 31.03.2022
Total Income	606.23	842.52
Total Expenses	614.61	895.51
Profit/(Loss)afterexceptional items and tax	(9.36)	(39.87)
Non-Current Assets	1466.06	1495.51
Current Assets	653.65	574.97
Total Assets	2119.71	2070.48
Equity	1086.49	1095.69
Non-Current Liabilities	335.20	213.77
Current Liabilities	698.02	761.02
Total Liabilities	2119.71	2070.48

The Company has Non-Current Liabilities to a tune of Rs.335.20 lakhs and net current liabilities of Rs.698.02 lakhs as on 31.03.2023. The funds realized from the proposed Sale/Disposalof the undertaking of the Company shall be utilized to discharge primarily the aforesaid liabilities and debts.

Your Directors propose resolution under section 180(1)(a) of the Companies Act, 2013 for the approval of the shareholders. Section 180(1)(a) of the Companies Act, 2013 mandates that the Board of Directors of the company shall exercise the power to sell, lease or otherwise dispose-off the whole or substantially the whole of any undertaking(s) of the company, only with the prior approval of the shareholders of the Company by way of a special resolution.

Disclosures as per Reg.37A of SEBI (LODR) Regulations, 2015 is as follows:

Sl.no Particulars Details

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

1.	Disclose the object of and commercial rationale for carrying out such sale, lease or otherwise disposal of the whole or substantially the whole of the undertaking of the entity	Consequent upon the cancellation of the Manufacturing license vide order dated 03.07.2023 by the Drugs Control Authorities, one of the objects of the Company of Manufacturing of medicines by the laboratories cannot be pursued and it is therefore decided to dispose of the property of the company and utilize the proceeds to discharge the liabilities and debts to the possible extent.
2.	The use of proceeds arising from the sale of the above mentioned land	The funds that may be realized from the proposed Sale/Disposal of the property of the Company shall be utilized to discharge the liabilities/debts of the Company.

Regulation 37A of SEBI LODR Regulations, 2015 stipulates that the special resolution shall be acted upon only if the votes cast by the public shareholders in favour of the resolution exceed the votes cast by such public shareholders against the resolution.

The Board recommends the Special Resolution as set out at Item No. 1 of the Notice for approval by the members.

None of the directors, key managerial personnel or their relatives is directly or indirectly concerned or interested financially or otherwise in the above resolution.

For Ortin Laboratories Limited Sd/-

S.Murali Krishna Murthy Place: Hyderabad Managing Director Date: 14.11.2023 DIN: 00540632

NOTES:

In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid -19”, General Circular no. 20/2020 dated May 05, 2020, General Circular nos. 02/2021 and 21/2021 dated January 13, 2021 and December 14, 2021 and Circular No. 03/2022 dated May 05, 2022 and Circular No. 10/2022 dated December 28, 2022, Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and circular no. SEBI/ HO/ CFD/ PoD2/P/ CIR/ 2023/ 4 dated January 5, 2023 issued by SEBI (hereinafter collectively referred to as “the Circulars”), and general circular no. 09/2023 by MCA it has also been decided to allow companies to conduct their EGMs through video Conference (VC) or other Audio- Visual Means (OAVM) or transact items through postal ballot in accordance with framework provided in the aforesaid Circulars up to 30[th] September, 2024, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the EGM of the Company is being held through VC/OAVM.
The Deemed Venue of the EGM of the Company shall be its Registered Office.
Since the EGM will be held through VC/OAVM (e-EGM), the Route Map for venue of EGM is not annexed to the Notice.
Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum of the EGM under Section 103 of the Act.
In compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 as aforesaid, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/R&T Agent. Members may note that the Notice will also be available on the Company’s website www.ortinlabsindia.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of R&T Agent of the Company viz. KFin at https://evoting.kfintech.com.

Alternatively, Member may send signed copy of the request letter providing the e-mail address, mobile number, self-attested PAN copy, DP ID (in case of electronic mode shares), folio No (in case of physical mode shares) via e-mail at the Email Id – [email protected] for obtaining the Notice of e-EGM of the Company electronically.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.
To avoid fraudulent transaction(s), the identity / signature of the Members holding shares in electronic /demat form is verified with the specimen signatures furnished by NSDL/ CDSL and members holding shares in physical form is verified as per the records of the R&T Agent of the Company. Members are requested to keep the same updated.
Pursuant to the provisions of the Act and other applicable Regulations, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on their behalf and the proxy need not be a Member of the Company. However, since this EGM is being held pursuant to the MCA/SEBI Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will also not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to the Notice.
Corporate/institutional Members (i.e., other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG format) of the relevant Board Resolution/Authority Letter / Power of Attorney etc. together with attested specimen signature of the duly authorised signatory (ies) who is /are authorised to vote, to the Scrutinizer through e-mail at [email protected] and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘ORTIN_EVENT No.’
The facility of joining the e-EGM through VC/OAVM will be opened 15 minutes before and will remain open up to 15 minutes after the scheduled start time of the e-EGM, and will be available for 1000 members on a first-come first-served basis. This rule would however not apply to participation in respect of large Shareholders (Shareholders holding 2% or more shares of the Company), Promoters, Auditors, Key Managerial Personnel and the Directors of the Company including Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
Members are requested to notify change in their address, if any, immediately to the R&T Agent of the Company.
To receive faster communication by Company including Notices, the Members are requested to register / update their e-mail address, Telephone Number/Mobile Number with their respective Depository Participants (DPs) where they hold their shares in electronic form. However, if their shares are held in physical form, Members are advised to register their e- mail address with R&T Agent of the Company by Form ISR-1. Members are requested to support the green initiative efforts of the Company.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

For ease of conduct, Members who would like to ask questions/express their views on the items of the businesses to be transacted at the EGM can send their questions / comments in advance by visiting URL https://emeetings.kfintech.com and clicking on the tab ‘Post your Queries’ during the period starting from December 07, 2023 (9.00 a.m. IST) to December 10, 2023 (5.00 p.m. IST) mentioning their name, demat account no./Folio no., Email Id, mobile number etc. The queries so raised must also be mailed at [email protected]. The queries should be precise and in brief to enable the Company to answer the same suitably depending on the availability of time at the meeting.
The Company has been maintaining, inter alia, the following statutory registers at its Registered Office - Hyderabad:
i. Register of contracts or arrangements in which directors are interested under Section 189 of the Act.
ii. Register of Directors and Key Managerial Personnel and their shareholding under Section 170 of the Act.

In accordance with the MCA circulars, the said registers shall be made accessible during the EGM for inspection, through electronic mode and the Shareholders can view the statutory registers of the Company after log in to https://emeetings.kfintech.com and clicking the button next to Thumb symbol.

The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 (‘Act’) setting out details/material facts relating to the proposed special business(es) under Item Nos. 1 of the Notice is annexed hereto.
As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their shareholdings into dematerialized form. Members can contact the Company or its R&T Agent KFIN Technologies Limited for assistance in this regard.
In terms of circulars/regulations issued by SEBI, it is now mandatory to furnish a copy of PAN Card to the Company or its R&T Agent in case of transactions related to transfer of shares, deletion of name, transmission of shares and transposition of shares, hence members are requested to furnish copy of their PAN Card while proceeding for such transactions.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such folios and send the relevant Share Certificates to the R&T Agent of the Company for enabling them to consolidate the shares with due process.
Information and Instructions for e-voting and joining the e-EGM of Company are as follows:
Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is pleased to provide to its Members, facility to exercise their right to vote on resolutions proposed to be passed at the EGM by electronic means. The Members may cast their votes using electronic voting system from any place (viz. ‘remote e-voting’). The Company has engaged the services of Kfin Technologies Limited (“Kfin”) as the Agency to provide e-voting facility to members.
The Board of Directors of the Company has appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries as Scrutinizer to scrutinize the voting during the EGM and remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.
Voting right of the Members shall be reckoned in proportion to their shares held in the paid-up equity share capital of the Company as on Thursday, December 07, 2023 (the “Cut- off date”). Person who is not a member as on the cut-off date should treat the Notice for information purpose only.
A person, whose name is recorded in the Register of Members or in the register of beneficial owners maintained by the depositories (viz. CDSL/NSDL) as on the cut-off date i.e., Thursday, December 07, 2023 only shall be entitled to avail the facility of remote e- voting for the resolutions placed in the EGM. Those Members, who will be present in the EGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the EGM.
The Members who have cast their vote by remote e-voting prior to the EGM may also attend/participate in the EGM through VC/OAVM but shall not be entitled to cast their vote again.
The remote e-voting facility will be available during the following period:

Commencement of remote e-voting: From 9.00 a.m. (IST) on December 11, 2023.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

End of remote e-voting: At 5.00 p.m. (IST) on December 13, 2023.

The remote e-voting will not be allowed beyond the aforesaid date and time and the e- voting module shall be disabled/blocked thereafter by the e-voting service providers. Once the vote on a resolution is cast by the Member(s), they shall not be allowed to change it subsequently or cast the vote again.

The remote E-Voting process, in relation to the resolutions proposed at EGM of the company has been segregated into 3 parts which is mentioned as hereunder:

(i) E-Voting in case of Physical Shareholders & Non-Individual Shareholders (Physical / Demat)
(ii) E-Voting in case of Individual Shareholders having shares in electronic / demat mode
(iii) E-Voting in case of attending EGM and voting thereat.

INSTRUCTION FOR REMOTE E-VOTING

(i) In case of Physical Shareholders & Non-Individual Shareholders (Physical/Demat):

Initial password is provided in the body of the e-mail.

a) Launch internet browser and type the URL: https:// evoting.kfintech.com in the address bar.
b) Enter the log in credentials i.e., User ID and password mentioned in your e-mail. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your votes.
c) After entering the details appropriately, click on LOGIN.
d) You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
e) You need to login again with the new credentials.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885 Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

f) On successful login, the system will prompt you to select the EVENT. Select Ortin Laboratories Limited
g) On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/ ‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cutoff date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.
h) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio / demat account.
i) Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can log in multiple times till you are confirmed that you have voted on the resolution.
j) In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFIN Technologies Ltd. on 1800 309 4001 (toll free).
k) Any person who becomes a Member of the Company after sending the Notice of the meeting but on or before the cut-off date viz. Thursday, December 07, 2023 may obtain the USER ID and Password for e-voting in the following manner or may write an email on [email protected] for obtaining support in this regard.
a. If the mobile number of the Member is registered against Folio No./DP ID Client ID, the Member may send SMS: MYEPWD E-Voting Event number+ Folio No. (in case of physical shareholders) or DP ID Client ID (in case of Dematted shareholders) to 9212993399.

1. Example for NSDL:	MYEPWD IN12345612345678
2. Example for CDSL:	MYEPWD 1402345612345678
3. Example for Physical:	MYEPWD XXXX1234567890

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

b. If e-mail address or mobile number of the Member is registered against Folio No./ DP ID Client ID, then on the home page of https://evoting.kfintech. com, the Member may click “forgot password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
c. Member may call KFin toll free number 1-800- 3094-001 for all e-voting related matters.
d. Member may send an e-mail request to [email protected] for support related to e-voting matter.

(ii) IN CASE OF INDIVIDUAL SHAREHOLDERS HAVING SHARES IN ELECTRONIC/DEMAT MODE:

Such shareholder(s) may refer the e-voting process mandated for them vide SEBI circular dated 9th December, 2020 and should follow following process for remote e-voting: Login method for e-Voting:

As per the SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. The remote e-voting process of the Depositories viz NSDL and CDSL are different which are stated below to facilitate the members.

NSDL CDSL 1. User already registered for IDeAS facility: ** I. 1. Existing user who have opted for Easi/Easiest URL: https://eservices.nsdl.com II. Click on the ** “Beneficial Owner” icon under ‘IDeAS’ section. I.URL: III. On the new page, enter existing User ID and https://web.cdslindia.com/myeasi/home/login Password. Post successful authentication, click or URL: www.cdslindia.com on “Access to e-Voting” IV. Click on company II. Click on New System Myeasi name or e-Voting service provider and you will be III. Login with user id and password. re-directed to e-Voting service provider website IV. Option will be made available to reach e- for casting the vote during the remote e-Voting Voting page without any further authentication. period. V. Click on e-Voting service provider name to cast your vote.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

User not registered for IDeAS e-Services I. To register click on link : https://eservices.nsdl.com (Select “Register Online for IDeAS”)

https://eservices.nsdl.com/SecureWeb/IdeasDir ectReg.jsp

User not registered for Easi/Easiest
I. Option to register is available at : https://web.cdslindia.com/myeasi/R egistration/EasiRegistration

II. Proceed with completing the required fields.

** (Post registration is completed, follow the process as stated in point no. 1 above)

** (Post registration is completed, follow the process as stated in point no. 1 above)

First time users can visit the e-Voting website directly and follow the process below:
First time users can visit the e-Voting website

I. URL: https://www.evoting.nsdl.com/ directly and follow the process below: II. Click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

III. Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page.
V. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

I. URL: www.cdslindia.com II. Provide demat Account Number and PAN No. III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.

IV. After successful authentication, user will be provided links for the respective ESP where the e- Voting is in progress.’
V. Click on company name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat/electronic mode) can also login through their Depository Participants (DPs) as per following process.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e- Voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on company name or e-Voting service provider name and

Ortin Laboratories Limited CIN: L24110TG1986PLC006885 Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above mentioned website

Members facing any technical issue - NSDL	Members facing any technical issue - CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at 022- 23058738 or 22-23058542- 43.

(iii) E-Voting in case of attending EGM and voting thereat:

Attending of E-EGM

a) Members will be able to attend the e-EGM through VC/OAVM facility provided by KFin at https://emeetings. kfintech.com by clicking on the tab 'video conference' and using their remote e-voting login credentials as provided by Kfin Technologies Limited. The link for e-EGM will be available in Member’s login where the EVENT and the name of the Company can be selected. Member’s who do not have User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the instructions mentioned here in above.

b) Members are encouraged to join the meeting through Laptops with Google Chrome for better experience.

c) Further, members will be required to allow camera, if any, and hence use internet with a good speed to avoid any disturbance/glitch/garbling etc. during the meeting.

d) While all efforts would be made to make the VC/OAVM meeting smooth, participants connecting through mobile devices, tablets, laptops etc. may at times experience audio/video loss due to fluctuation in their respective networks. Use of a stable Wi-Fi or LAN connection can mitigate some of the technical glitches.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885 Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

e). Members, who would like to express their views or ask questions during the e-EGM will have to register themselves as a speaker by visiting the URL https://emeetings.kfintech. com and clicking on the tab 'Speaker Registration' and mentioning their registered e-mail id, mobile number and city, during the period starting from December 07, 2023 (9.00 a.m. IST) up to December 10, 2023 (5.00 p.m. IST). Only those members who have registered themselves as a speaker will be allowed to express their views/ask questions during the e-EGM and the maximum time per speaker will be restricted to 3 minutes.

Members who want to get their pre-recorded video uploaded for display during the EGM of the Company, can also upload the same by visiting https://emeetings.kfintech.com and uploading their video in the 'Speaker Registration' tab, during December 07, 2023 to December 10, 2023, subject to the condition that size of such video should be less than 50 MB.

The Company reserves the right to restrict the number of speakers and display of videos uploaded by the Members depending on the availability of time for the e-EGM. Please note that questions of only those Members will be entertained / considered who are holding shares of Company as on the cut-off date viz December 07, 2023.

f). Members who need technical or other assistance before or during the e-EGM can contact KFin by sending email at [email protected] or Helpline: 1800 309 4001 (toll free). For any other kind of support / assistance related to the EGM, members can also contact Mr. Murali Krishna Murthy Sanka at phone number +91 9052011116 or may write to [email protected]

Due to limitations of transmission and coordination during the Q&A session, the Company may dispense with the speaker registration during the e-EGM conference.

Voting at E-EGM (INSTAPOLL)

a. Only those members/shareholders who hold shares as on the cut-off date viz. December 07, 2023 and who have not casted their vote earlier through remote e-voting are eligible to vote through e-voting during the e-EGM.

b. Members who have voted through remote e-voting will be eligible to attend the e-EGM.

c. Members attending the e-EGM shall be counted for the purpose of reckoning the quorum of EGM under Section 103 of the Companies Act, 2013.

d. Upon declaration by the Chairperson about the commencement of e-voting at e-EGM, Members shall click on the “Vote” sign on the left-hand bottom corner of their video screen for voting at the e-EGM, which will take them to the 'Instapoll' page.

e. Members to click on the “Instapoll” icon to reach the resolution page and follow the instructions to vote on the resolutions.

Ortin Laboratories Limited CIN: L24110TG1986PLC006885 Registered Office: D. No. 1-8-B4, Ground Floor, F3 HIG, Block-4, Street no. 3, Baghlingampally, Hyderabad, Telangana- 500044

[email protected], www.ortinlabsindia.com

f. The electronic voting system for e-voting at EGM, as provided by KFIN Technologies Ltd, shall be available for 30 minutes from the time of commencement of voting declared by the Chairman at the EGM.

General Information:

The Scrutiniser shall, immediately after the conclusion of voting at the EGM, first count the votes cast at the meeting, thereafter unlock the votes cast through remote e-voting and make a consolidated Scrutiniser’s report of the total votes cast in favour or against, if any, and submit the report to the Chairperson of the Company or any person authorized in that respect within 2 working days of the conclusion of the EGM, who shall countersign the same and thereafter results of the voting will be declared. The results declared along with the scrutiniser’s report shall be placed on the Company’s website at www.ortinlabsindia.com and on the website of R&T Agent KFin viz. https://evoting.kfintech.com and shall also be communicated to the stock exchanges viz BSE Limited and National Stock Exchange Limited where the shares of the Company are listed. The resolutions shall be deemed to have been passed at the EGM of the Company subject to obtaining requisite votes thereto.

Relevant documents referred to in the accompanying Notice, are open for inspection at the Registered Office of the Company, during the office hours, on all working days between 10.00 A.M. to 5.00 P.M. up to the date of Extra-Ordinary General Meeting.
The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green initiative by registering/uploading their email addresses, in respect of shares held in dematerialized form with their respective Depository Participant and in respect of shares held in physical form with the Company’s Registrar and Share Transfer Agents.

For Ortin Laboratories Limited

Sd/-

S.Murali Krishna Murthy Place: Hyderabad Managing Director Date: 14.11.2023 DIN: 00540632

AI assistant

ORTIN GLOBAL LIMITED Proxy Solicitation & Information Statement 2023

63920_rns_2023-11-22_fd40e7ca-0be8-4553-86fc-c7250b223669.pdf

NOTICE

SPECIAL BUSINESS:

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

NOTES:

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

INSTRUCTION FOR REMOTE E-VOTING

(i) In case of Physical Shareholders & Non-Individual Shareholders (Physical/Demat):

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

(ii) IN CASE OF INDIVIDUAL SHAREHOLDERS HAVING SHARES IN ELECTRONIC/DEMAT MODE:

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Individual Shareholders (holding securities in demat/electronic mode) can also login through their Depository Participants (DPs) as per following process.

(iii) E-Voting in case of attending EGM and voting thereat:

Attending of E-EGM

General Information:

AI assistant

ORTIN GLOBAL LIMITED — Proxy Solicitation & Information Statement 2023

63920_rns_2023-11-22_fd40e7ca-0be8-4553-86fc-c7250b223669.pdf

NOTICE

SPECIAL BUSINESS:

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

NOTES:

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

INSTRUCTION FOR REMOTE E-VOTING

(i) In case of Physical Shareholders & Non-Individual Shareholders (Physical/Demat):

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

(ii) IN CASE OF INDIVIDUAL SHAREHOLDERS HAVING SHARES IN ELECTRONIC/DEMAT MODE:

Ortin Laboratories Limited CIN: L24110TG1986PLC006885

Individual Shareholders (holding securities in demat/electronic mode) can also login through their Depository Participants (DPs) as per following process.

(iii) E-Voting in case of attending EGM and voting thereat:

Attending of E-EGM

General Information:

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ORTIN GLOBAL LIMITED Proxy Solicitation & Information Statement 2023