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Directors Report of Advanced Micronic Devices Ltd.

Mar 31, 2015

The Board is pleased to present the Thirty Fourth Annual Report on the business and operations of the Company, together with the Audited Financial Statements and Auditors Report for the financial year ended 31st March 2015.

Financial Results

(Rs,) in Lakhs

Particulars Year Ended Year Ended 31.03.2015 31.03.2014 Turnover and Profitability

Gross Sales 1247.85 2146.98

Total Expenditure 1308.84 2414.62

Profit before Depreciation and Financial Charges (60.99) (267.64)

Depreciation 377.84 196.31

Financial Charges 134.82 212.60

Profit before Tax (573.65) (676.55)

Provision for Taxation - (177.90)

Profit after Tax (573.65) (854.45)

Extraordinary item (193.00) -

Add Profit brought forward from previous year (810.06) 44.38

Profit available for Appropriation from Operations (1190.71) (810.06)

Appropriations

Proposed Dividend

Provision for Tax on Proposed Dividend

Balance in statement of Profit and Loss Account (1190.71) (810.06)

Results from Operations

The total income for your company for the financial year ending March 2015 was Rs.1247.85 Lakhs, against Rs.2146.98 Lakhs for the year ending March 2014 and decrease of 58.12% over the previous year.

During the year under review your Company has disposed of certain Assets identified as unproductive amounting to Rs.628.62 Lakhs, the proceeds of which has been utilized to pay off its debts and dues to State Bank of India and State Bank of Travancore. Presently the Company is debt free as regards to Bankers.

Turnover and Profitability

The gross sales and other income for the financial year under review was Rs.1247.85 lakhs. The profit before tax (after depreciation and Financial charges) was Rs.(573.65) Lakhs and Profit after Tax was Rs.(573.65) Lakhs.

Appropriations

Dividend

Pursuant Section 134 (3) (k) of the Companies Act, 2013 and considering the performance of the Company, your Directors have not declared a Dividend

Capital Structure

During the financial year under review, the share capital of your company remained unaltered.

Disclosure regarding Issue of Equity Shares with Differential Rights

During the year under review, the Company has not issued Shares with Differential Rights.

Disclosure regarding issue of Employee Stock Options:

During the year under review, the Company has not issued Shares Employee Stock Options.

Disclosure regarding issue of Sweat Equity Shares:

During the year under review, the Company has not issued Sweat Equity Shares.

Management Discussion and Analysis Report:

The report, as required, is given as Annexure I and forms part of the Directors' Report.

Particulars of Research and Development, Conservation of energy, technology absorption and Foreign exchange earnings and Outgo etc.

In pursuance of the provisions of Section 134 of the Companies Act, 2013, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished below:

1. Conservation of Energy: The operation of your Company is not energy intensive. Adequate measures have, however, been taken to reduce energy consumption by using Energy efficient computer terminals. Air conditioners are used when required, thereby enhancing energy efficiency.

2. Research and Development: No R&D projects were undertaken during the year.

3. Technology Absorption: The Technology used by the Company is commonly used by similar industries and the Company is constantly studying the opportunities for improving/up gradation of the technology.

4. Foreign Exchange Earning and Outgo: The Company earned Rs.2.18 lakhs in Foreign Exchange. The Foreign Exchange outgo was Rs.333.48 lakhs.

Particulars of Employees

Information as per Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the Companies Act, 2013, and forming part of the Directors Report for the year ended 31st March 2015.

I. Employed throughout the year - Nil

II. Employed for part of the year - Nil

III. There were no employees covered under the provisions of the Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the Companies Act, 2013.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information on Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and disclosure practices. The Company ensures compliance to law and adherence to ethical standards to enhance customer value.

A separate section on Corporate Governance, along with a certificate from the Auditors confirming the level of compliance, is annexed and forms a part of the Directors' Report.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

LISTING OF SECURITIES

Your Company's securities are listed on The Bombay Stock Exchange Limited (BSE).

Fixed Deposits

During the year under review, your Company has not accepted any deposits falling under section 73 (1) provided under Chapter V of the Companies Act, 2013. There are no overdue deposits, due for payment as at the close of the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

INDUCTION.

On the recommendation of Nomination and Remuneration Committee, The Board appointed Mr. P.V. Chandrasekar (DIN:07073777), as Managing Director and Mr. Vivek Kumar Malhotra (DIN:07065198) as Whole time Director with effective from 13th February 2015 and Ms. Suchitra Misra (DIN 02254365) as Non-Executive Director with effect from March 31, 2015. We seek your support in confirming the appointment of the above mentioned Directors, in the ensuing Annual General Meeting.

Reappointments

The Company had appointed Dr. Anvay Mulay (DIN: 01479415) as Non-Executive Director, liable to retire by rotation under the Companies Act, 1956. He is also Independent Directors pursuant to Clause 49 of the Listing Agreement.

In terms of provisions of Companies Act, 2013, Independent Directors are not liable to retire by rotation. It is proposed to appoint the aforementioned Director as Independent Director at the AGM for a period of three years with effect from the date of the AGM.

Appropriate resolutions and Brief resume of the Directors seeking appointment / re-appointment at the Annual General Meeting, as required under Clause 49 of the Listing Agreement and Companies Act 2013, forms part of the Notice convening the Annual General Meeting.

Resignations

During the period under review, Mr. Balasubramaniam. V (DIN 01177493) Independent Director resigned with effect from December 23, 2014, Mr. Vinod Ramnani (DIN 01580173) ceased to be a Director of the Company with effect from 30.04.2015 and Mr. Bhaskar Valiveti (DIN 00453173) ceased to be a Director of the Company with effect from 30.04.2015.

The Board places on record its appreciation for the services rendered by them during their tenure with the Company.

Declaration by Independent Directors.

The Company has received necessary declaration from Independent Directors that they meet the criteria of independence laid down in section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Training of Independent Directors.

To familiarize the new inductees with strategy operations and functions of our Company, senior managerial personnel make presentations on Company's strategy, Organization structure, Products, technology, quality, facilities. Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his or her role, function, duties and responsibilities as a Director.

POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION.

The Nomination Remuneration and Evaluation Policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications , positive attributes, independence of director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013 adopted by the Board, is appended as Annexure II to the Board's Report. The Policy also contains the evaluation framework as stipulated under the Clause 49 of the Listing Agreement which mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

MEETINGS OF THE BOARD

Seven Meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page no. 39 of this Annual Report.

COMMITTEES OF THE BOARD.

Currently, the Board has Four Committees: Audit and Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

A detailed note on the Composition and Scope of the Committees is provided under the Corporate Governance Section in this Annual Report.

Auditors

At the Annual General Meeting held on September 30, 2014 M/s. Anand Amaranth & Associates, Chartered Accountants, Bengaluru, were appointed as Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of First proviso to Section 139 of Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Anand Amarnath & Associates, Chartered Accountants as Statutory Auditors of the Company is placed for ratification of shareholders. The Company has received letter from the Statutory Auditors to the effect that their reappointment, if made, would be in accordance with provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board has appointed Mr. Vijayakrishna K T, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as III herewith marked to this Report.

The Board of Directors of the Company hereby furnish following explanations and clarifications with respect the observations made by the Secretarial Auditors in their report dated November 18th 2015 under the heading observations in points (a) to (_e_):

(a) The Company will take necessary steps to appoint one External Person as member of the sexual harassment committee.

(b) The Company will take necessary steps to comply the appointment of Internal Auditor.

(c) Due to technical issues in making the requisite returns, digitally signing the same and uploading, delays occurred in filings of certain returns. Extreme levels of care and caution will be exercised to ensure that such delays do not occur again.

(d) The Company will henceforth ensure to publish notices with in the prescribed time.

(e) The Company is in the process of recruiting suitable candidates, for the post of CFO/CS. Returns with refer to appointment of Managing Director and Whole time Director were delayed due to technical issue. Extreme levels of care and caution will be exercised to ensure that such delays do not occur again.

RISK MANAGEMENT

The Company has laid down risk assessment and minimization procedures which are in line with the best practices in the industry and as per its experience and objectives. The risk management system is reviewed periodically and updated.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.amdlcorp.com/pdf/AMDL-Policy on Related Party Transactions.

Your Directors draw attention of the members to Note 7A to the financial statement which sets out related party disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are Nil.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee appointed by the Board) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link http://www.amdlcorp.com/ AMDL-CSRPolicy.pdf

In terms of Section 134 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual Report on Corporate Social Responsibility activities of the Company is given in Annexure IV to this report.

This being the first year of implementation of the Companies Act, 2013, owing to the operational challenges and accumulated losses, your Company was unable to undertake CSR activities for the financial year 2014 -15.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism and Whistle Blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct to Chief Vigilance Officer and Audit & Risk Management Committee of the Board. The Company further confirms that no personal have been denied access to the Audit & Risk Management Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www. amdlcorp.com/AMDL- Whistle Blower Policy.pdf

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure V to this Report.

SIGNIFICANT AND MATERIAL ORDERS.

No order was passed by any court or regulator or tribunal during the year under review which impacts going concern status of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

A policy on Prevention of Sexual Harassment at Workplace has been released by the Company. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. Three member Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for Redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

No complaints pertaining to sexual harassment was reported during the year.

Auditors Observations:

The Board of Directors of the company would like to give the following explanations and clarifications with respect to the qualifications/ observations made by the Auditors in their Report dated 1st December, 2015, for the Financial Statements under the heading Basis for Qualified Opinion in points 1 to 5;

Stock Value of Rs.18.40 Crores on Terminal and Multipara Patient Monitors : The company had initiated a series of marketing efforts, but could not succeed in the promotion of payment terminals due to terminal lagging the technical feature of PCI/PED Certificate. We are continuously making efforts to upgrade and sell the terminals.

The Monitors are low on Technical features and prices in comparison to the present models available now. We are working on upgrading the monitor for sale to smaller hospitals and nursing homes in TIER III/IV cities that require entry level monitors.

Receivable of Rs.17.79 Crores : We are continuing our efforts to collect the receivables or get the material back.

Auditing in USA Operations : Auditing is not mandatory in the U.S. and hence was not done.

Show Cause Notice, VCES Scheme - Delhi : It is by sheer oversight in taking CENVAT credit in the VCES Scheme and we have gone on appeal. We are confident of a positive result.

Stopped Business Operations: We have not completely stopped Business Operations but we have right sized the operation and focus will be on our core business of Healthcare Management, Equipment's Services to become one among the Top Ten players which would allow us to go forward with subsistence and growth in the chosen market segments. Further in order to serve new customers and existing customers, new products are continuously being identified and launched, making sure that we continue giving them good after sales support, as we have done in the past.

Payment of Statutory Dues : We will start paying the statutory dues and would work towards zero tolerance on delayed payment of statutory dues in future.

Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and cooperation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, regulatory and government authorities.

Your Directors also take this opportunity to thank all its investors and stakeholders for their continued support and all employees for their valuable contribution and dedicated service.

For and on behalf of the Board of Directors



Place: Bengaluru P V CHANDRASEKAR VIVEK MALHOTRA

Date : 3rd December 2015 Managing Director Whole-time Director


Mar 31, 2014

The Shareholders,

The Directors are pleased to present the Thirty Third Annual Report of the Company, together with the Audited Financial Statements and Auditors Report for the financial year ended 31st March 2014

Financial Results (Rs) in Lakhs

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Turnover and Profitability

Gross Sales 2146.98 4534.77

Total Expenditure 2414.62 4466.25

Profit before Depreciation and Financial (267.64) 68.52 Charges

Depreciation 196.31 178.04

Financial Charges 212.60 237.04

Profit before Tax (676.55) (346.56)

Provision for Taxation (177.90) (16.67)

Profit after Tax (854.45) (363.23)

Extraordinary item - (125.59)

Add Profit brought forward from previous year 44.38 533.21

Profit available for Appropriation from (810.06) (488.83) Operations

Appropriations Proposed Dividend

Provision for Tax on Proposed Dividend

Balance in Profit and Loss Account (810.06) 44.38

Results from Operations

The total income for your company reduced by 52.65% over the previous year.

Turnover and Profitability

The gross sales and other income for the financial year under review was Rs. 2146.98 lakhs. The profit before tax (after depreciation and Financial charges) was Rs. (676.55) Lakhs and Profit after Tax was Rs.(854.45) Lakhs.

Appropriations

Dividend

Considering the performance of the Company, your Directors have not declared a Dividend.

Capital Structure

During the financial year under review, the share capital of your company remained unaltered.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and disclosure practices. The Company ensures compliance to law and adherence to ethical standards to enhance customer value.

A separate section on Corporate Governance, along with a certificate from the Auditors confirming the level of compliance, is annexed and forms a part of the Directors'' Report.

Directors

During the year under review, following were the changes in the composition of the Board of Directors; Ms. Usha Ramnani ceased to be a Director of the Company with effect from 1 st October 2013 and Mr. Vinod Ramnani ceased to Managing Director with effect from 12-11-2013, and continue to be Director on the Board.

Appointment / re-appointment

In terms of provisions of Companies Act, 2013, Independent Directors are not liable to retire by rotation. It is proposed to appoint Mr. Balasubramaniam Visvanathan (DIN: 01177493) and Mr. Rajkumar Tulsidas Raisinghani (DIN: 01411084) as Independent Directors at the AGM for a period of three years with effect from the date of the AGM.

Pursuant to the provisions of the Companies Act, 2013, Mr. Vinod Ramnani (DIN: 01580173) retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment as Director.

Brief resume of the Directors seeking appointment/ re-appointment at the AGM, as required under Clause 49 of the Listing Agreement and Companies Act 2013, forms part of the Notice convening the AGM.

Auditors

M/s Anand Amaranth & Associates, Chartered Accountants, Bengaluru, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. In terms of Section 139 of the Companies Act, 2013, they can be appointed for a remaining term of three years starting from the conclusion of the ensuing Annual General Meeting until the conclusion of the Thirty Sixth Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of re-appointment by the members at every AGM held after this AGM) The Company has received letter from the statutory auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for reappointment to disqualified for reappointment.

Auditors Observations:

The Board of Directors would like to give clarity as under to the observations made by the Auditors in the their Report dated 30th May 2014, on point No. 1,2 & Annexure 9 under the heading Opinion:

1. We have assessed the entire Terminals and Multi Para Patient Monitors inventory. During the Financial year, we have written- off inventory worth Rs.328.81 Lakhs. The remaining inventory, we are working on modifying the Terminals and Multi Para Patient Monitors trying to sell them in some of the developing contries.

2. We confirm the receivables of Rs.1967 Lakhs over a period of 180 days are good. We are awaiting certification from our principles for the powerlines and other surveys done. We expect to receive the payments before December 2014. In other cases, where there has been undue delay, we are aggressively pursuing for the payment or return of the inventory.

3. As for as undisputed statutory dues of Rs.233.61 Lakhs, we have paid Rs. 150.94 Lakhs as on 20th August 2014 and the balance will be cleared before 30th November 2014.

Management Discussion and Analysis Report:

The report, as required, is given as Annexure I and forms part of the Directors'' Report.

Fixed Deposits

During the year under review, your Company has not accepted any deposits failing under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. There are no overdue deposits, due for payment as at the close of the year.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your Directors state that:

(i) We have followed the applicable accounting standards in preparation of the Annual Accounts and there has been no material departure;

(ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state oflhe affairs of the Company as at 31 st March 2014 and of the Profit of the Company for the year ended on that date;

(iii) We have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared the Annual Accounts on a going concern basis.

Particulars of Research and Development, Conservation of energy, technology absorption and Foreign exchange earnings and Outgo etc.

Particulars required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of directors) Rules, 1988 is given in the Annexure II to the Report.

Particulars of Employees

The details of Employees of the Company who received remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure-lll to the report.

Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and cooperation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, regulatory and government authorities.

Your Directors also take this opportunity to thank all its investors and stakeholders for their continued support and all employees for their valuable contribution and dedicated service.

For and on behalf of the Board of Directors

Place: Bengaluru VINOD RAMNANI Date: August 12, 2014 Chairman


Mar 31, 2013

To The Shareholders,

The Directors are pleased to present the Thirty Second Annual Report on the business and operations of the Company, together with the Audited Financial Statements and Auditors Report for the financial year ended 31st March 2013.

Financial Results

(Rs.) in Lakhs

Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Turnover and Profitability

Gross Sales 4534.77 5962.22

Total Expenditure 4466.25 5498.39

Profit before Depreciation and Financial Charges 68.52 463.83

Depreciation 178.04 117.71

Financial Charges 237.04 207.00

Profit/(Loss) before Tax (346.56) 139.12

Provision for Taxation (16.67)) (80.45))

Profit/(Loss) after Tax (363.23) 58.67

Extraordinary item (125.59)

Add Profit brought forward from previous year 533.21 535.92

Profit available for Appropriation from Operations (488.83) 594.59

Appropriations

Proposed Dividend 52.81

Provision for Tax on Proposed Dividend 8.57

Balance in Profit and Loss Account 44.39 533.21

Results from Operations

The total income for your company reduced by 23.94% over the previous year.

Turnover and Profitability

Tlie gross sales and other income for the financial year under review was Rs. 4534.77 lakhs. The loss before tax (after depreciation and Financial charges) was Rs.(346.56) Lakhs and loss after Tax (before extraordinary items) was Rs.(363.23) Lakhs.

Appropriations Dividend

Considering the performance of the Company, your Directors have not declared Dividend.

Capital Structure

During the financial year under review, the share capital of your company have increased to 50.00 crores.

Corporate Governance

Ttie Company is committed to maintaining the highest standards of Corporate Governance and disclosure practices. The Company ensures compliance to law and adherence to ethical standards to enhance customer value.

A separate section on Corporate Governance, along with a certificate from the Auditors confirming the level of compliance, is annexed and forms a part of the Directors'' Report.

Directors

Tliere was no change in the Board of Directors of the Company during the year. Ms. UshaRamnani and Dr. Suleman Adam Merchant retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

Auditors

M/s Anand Amarnath & Associates, Chartered Accountants, Bengaluru retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

In the report by the auditors under Companies (Auditors'' Report) Order, 2003 (as amended), the Auditors have reported that the company has maintained proper records of all Accounting transactions.

Auditors Observations:

Tlie Board of Directors would like to give clarity as under to the observations made by the Auditors in the their Report dated 30th May 2013, on Point no. 1,2,4 & Annexure 9 under the heading Opinion:

a. We are working on liquidation of Terminals and Multi Para Patient Monitors, which are slow moving and the Company is confident of liquidating the same by modifying the products, in the current financial year.

b. We confirm that, receivables of Rs. 1,522.54 lakhs over a period of 180 days are good and the Company is confident of recovering it soon.

c. Dividend of Rs.31.53 lakhs payable to the parent company Opto Circuits (India) Limited will be paid shortly.

d. As far as the undisputed statutory dues, there have been delays in making payment on account of the tough market conditions and stretched cash flow situation. However, Company is taking steps for payment of statutory dues in time.

Management Discussion and Analysis Report:

Tile report, as required, is given as Annexure I and forms part of the Directors'' Report.

Fixed Deposits

During the year under review, your Company has not accepted any deposits falling under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. There are no overdue deposits, due for payment as at the close of the year.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your Directors state that:

(i) We have followed the applicable accounting standards in preparation of the Annual Accounts and there has been no material departure;

(ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2013 and of the Profit of the Company for the year ended on that date;

(iii) We have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared the Annual Accounts on a going concern basis.

Particulars of Employees

Tile details of Employees of the Company who received remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure-lll to the report.

Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and cooperation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, regulatory and government authorities.

Your Directors also take this opportunity to thank all its investors and stakeholders for their continued support and all employees for their valuable contribution and dedicated service.

For and on behalf of the Board of Directors

Place: Bengaluru VINOD RAMNANI

Date: 13th August 2013 Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present the Twenty Ninth Annual Report on the business and operations of the Company, together with the Audited Financial Statements and Auditors Report for the financial year ended 31st March 2010.

Financial Results (Rs. in Lakhs)

Particulars Year Ended Year Ended

31-03-2010 31-03-2009

Turnover and Profitability

Gross Sales 6617.25 5882.67

Total Expenditure 6078.05 5248.04

Profit before Depreciation and Financial Charges 539.20 634.63

Depreciation 70.81 105.61

Financial Charges 189.62 183.40

Profit before Tax 278.77 345.62

Provision for Taxation (99.09) (147.69)

Profit after Tax 179.68 197.93

Prior year adjustments (153.83) (48.44)

Add : Profit brought forward

from previous year 499.25 413.83

Profit available for Appropriation

from Operations 525.10 563.32

Appropriations

Proposed Dividend 52.81 52.81

Provision for Tax

on Proposed Dividend 7.41 7.41

Transfer to General Reserve 0.65 3.85

Balance in Profit & Loss Account 464.23 499.25

RESULTS FROM OPERATIONS

Inspite of a slow recovery from a global recession, the total income for your company grew by around 12% over the previous year.

TURNOVER AND PROFITABILITY

The gross sales and other income for the financial year under review was Rs.6617.25 lakhs. The profit before tax (after depreciation and Financial charges) was Rs.278.77 Lakhs and Profit after Tax (before extraordinary items) was Rs. 179.68 lakhs.

APPROPRIATIONS DIVIDEND

Considering the performance of the Company, your Directors are pleased to recommend a dividend of 10% on the paid-up Equity Share Capital of the Company for the year 2009-10.

TRANSFER TO GENERAL RESERVE

The Board of Directors propose to transfer Rs.0.65 lakhs to General Reserves.

CAPITAL STRUCTURE

During the financial year under review, the share capital of your Company remained unaltered.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and disclosure practices. The Company ensures compliance to law and adherence to ethical standards to enhance customer value.

A separate section on Corporate Governance, along with a certificate from the Auditors confirming the level of compliance, is annexed and forms a part of the Directors Report.

DIRECTORS

There was no change in Board of Directors of the Company .. during the year. Dr. Suleman Adam Merchant and Mr. V. Bala Subramaniam, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

AUDITORS

M/s. Anand Amarnath & Associates, Chartered Accountants, Bengaluru retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

In the report by the auditors under Companies (Auditors Report) Order, 2003 (as amended), the Auditors have reported that the Company has maintained proper records of all Accounting transactions.

With respect to observations made by the Auditors in their report dated 24th May 2010 under Note IX of Annexure to the Auditors Report, the responses of the Board are as follows:

The Company is in process of remitting the due amount to the respective department and will ensure that it is paid in the earliest possible time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report, as required, is given as Annexure-l and forms part of the Directors Report.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under Section 58Aof the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. There are no overdue deposits, due for payment as at the close of the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your Directors state that: (i) we have followed the applicable accounting standards in preparation of the Annual Accounts and there has been no material departure; (ii) we have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31s1 March 2010 and of the profit of the Company for the year ended on that date;

(iii) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) we have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

Particulars required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-ll to the Report.

PARTICULARS OF EMPLOYEES

The details of Employees of the Company who received remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure-lll to the report.

ACKNOWLEDGMENTS

Your Directors would like to place on record their gratitude for all the guidance and cooperation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, regulatory and government authorities.

Your Directors also take this opportunity to thank all its investors and stakeholders for their continued support and all employees for their valuable contribution and dedicated service.

For and on behalf of the Board

Place: Bengaluru VINOD RAMNANI

Date : 9th August 2010 Chairman & Managing Director



 
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