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Directors Report of GKB Ophthalmics Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors are pleased to present their 34th Annual Report and the Audited Accounts of the year ended March 31, 2016.

FINANCIAL RESULTS :

Rs. in lakhs

2015-16

2014-15

a)

Sales & Other Income

3,347.93

3,105.56

b)

Profit/Loss before Depreciation and Tax

(278.67)

(206.19)

c)

Provision for Depreciation

142.26

147.69

d)

Provision for Tax

(394.87)

76.62

e)

Exceptional Items

2,181.91

51.20

f)

Profit after Depreciation and Tax

1,366.09

(226.06)

g)

Balance from previous years

195.43

465.06

h)

Balance carried forward

1,561.52

195.43

OPERATIONS :

During the year under review, the turnover of the Company was higher to the tune of Rs. 3,347.93 lakhs compared to Rs. 3,105.56 lakhs in the previous financial year. There was a net loss from operations of Rs. 278.67 lakhs during the current financial year compared to a net loss of Rs. 206.19 lakhs during the previous financial year due to write off of non moving inventory of glass lenses. Sale of plastic lenses has picked up but there is severe competition from China.

There was a net profit of Rs. 1366.09 lakhs due to sale of stake of the Company in GKB Vision Limited.

DIVIDEND :

Since the Company has posted an operating loss, your Directors regret their inability to recommend any dividend for the year 2015-16.

No amount has been transferred to reserve for the financial year ended March 31, 2016.

SUBSIDIARIES :

The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, Free Trade Zone Establishment, has achieved a turnover of Dirhams 6.41 million for the year ended December 31, 2015, as compared to Dirhams 7.13 million during the previous year. The net profit is Dirhams 0.93 million as compared to Dirhams 1.16 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

The proposal for winding up GKB Ophthalmic GmbH, is pending for approval with Reserve Bank of India, Mumbai.

A statement under Section 129(3) of the Companies Act, 2013 giving details of subsidiaries is attached in Form AOC-1. Audited Accounts in respect of subsidiaries is placed on website of the Company www.gkb.net. The Company will make the said annual accounts of its subsidiaries available to the members upon a written request. The audited annual accounts of the Subsidiaries is available at the Registered Office of the Company for inspection.

However, in accordance with Accounting Standards 21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries have been prepared and form part of this Annual Report.

DELISTING :

The government has formally withdrawn the recognition of Delhi Stock Exchange. Hence the equity shares of the Company stand delisted.

ACCREDITION :

The company has been accredited with ISO 9001:2008 by TUV Nord.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Vikram Gupta will retire by rotation, pursuant to Articles of Association of the Company being eligible offers himself for reappointment.

Brief resume together with other relevant details of Mr. Vikram Gupta are given in Note No. 09 of the Notice for the ensuing Annual General Meeting.

Pursuant to provisions of Section 2 (51) and Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have designated the following existing officers of the Company as Whole-Time Key Managerial Personnel.

Mr. K. G. Gupta, Managing Director and Mr. Noel da Silva, CFO & Company Secretary, are Whole-Time Key Managerial Personnel of the Company .

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :

In terms of Section 149 (8) read in terms of schedule IV, the Independent Directors held a Meeting on March 30, 2016, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting.

At this meeting, the Independent Directors :

1. Reviewed the performance of the Non-Independent Directors and the Board as a whole.

2. Reviewed the performance of Chairperson, taking into account the views of Executive Directors and Non Executive Directors.

3. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

4. Discussed and decided about the familiarization of Independent Directors'' programme, conducted by the Company and also views of the Independent Directors on the familiarization programmes.

The Independent Directors have confirmed that they meet with the criteria of Independence laid down under the Act and Listing Regulations.

INDEPENDENT DIRECTORS DECLARATION :

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013, and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating that they meet the criteria of independence as provided therein.

MEETINGS OF THE BOARD OF DIRECTORS :

During the year under review, six Board Meetings were held. Further details are given in Corporate Governance Report, forming part of this Report.

The maximum gap between two Board Meetings held during the year was not more than 120 days.

AUDIT COMMITTEE :

As provided in section 177(8) of the Act, the information about composition of Audit Committee and other details are given in Corporate Governance Report. The Board has accepted the recommendations of the Audit Committee.

The Audit Committee is comprising of Mr. Sadashiv Shet as Chairman, Mr. Gaurav Gupta, Mr. Anil Palekar, Mr. Joseph A.A. D''Costa and Mr. Christopher Hickman, as members.

NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee has formulated the

criteria for determining qualifications, positive attributes and independence of a director, relating to remuneration for directors, key managerial personnel as provided under section 178(3) of the Companies Act, 2013 and Listing Regulations.

The Remuneration Policy is stated in the Corporate Governance Report which is part of this report. Further details have been disseminated on the Company''s website www.gkb.net

PERFORMANCE EVALUATION :

The Board evaluated the performance of the Board as a whole, committees of the Board and the performance of individual directors including the Chairman of the Board pursuant to the Regulation 17(10) of the Listing Regulations. The Independent Directors also carried out the performance evaluation in terms of Part VIII of Schedule IV of the Companies Act, 2013, in their meeting held on March 30, 2016.

The details of the Performance Evaluation carried out is provided in the Corporate Governance Report which is a part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to provision of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability hereby state and confirm :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that they 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 at the end of financial year and of the Profit and Loss of the Company for that period;

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

d) that they have prepared the annual accounts on a going concern basis;

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

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

AUDITORS :

The term of M/s. Sharp & Tannan, Chartered Accountants, Mumbai, (Firm Registration No. 109982W) as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment as Statutory Auditors of the Company to hold office till the conclusion of the Company''s Thirty Ninth Annual General Meeting, subject to ratification as to the said appointment at every Annual General Meeting. The Auditors have given a certificate that the re-appointment, if made, will be within the prescribed limits specified under Section 139 of the Companies Act, 2013. They also have given a certificate that they fulfill all the criteria laid down under Section 141 of the Companies Act, 2013.

AUDITORS'' REPORT:

In respect of the observations made by the Auditors in their Report, the Board''s response thereon is as follows:

a) With regard to paragraph (i) (b) of the annexure referred to in Para (1) of the Auditor''s Report, the physical verification of the fixed assets is in a advanced stage of completion.

b) Paragraphs (ii), (iv) and (vii) a of the said annexure are self explanatory.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROL :

As per Section 134 (5) (e) of the Companies Act, 2013, read with Rule 8 (viii) of Companies (Accounts) Rules, 2014, the Board has laid the Internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

Internal Audit is carried out by a Chartered Accountant and the report submitted is deliberated by the Audit Committee of the Board.

RISK MANAGEMENT POLCY :

The Company has constituted the Risk Management Committee which has formulated Risk Management Policy for the Company. The committee identifies and assesses the various business risks and mitigates these risks by determining a response strategy. The policy is reviewed by the members in consultation with the Senior Management of the Company from time to time.

PRATICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Particulars of loans, guarantees given and investments made during the year as required under Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are provided in Notes 3, 6, 8, 11 and 17 of the Financial statements.

RELATED PARTY TRANSACTIONS :

All transactions entered into with related parties, pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, during the year were at arms’ length basis and in ordinary course of business. Therefore, disclosure in Form AOC-2, is not required.

EXTRACT OF ANNUAL RETURN :

As required as per Section 92(3) of the Companies Act, 2013 and the Rules framed there under , the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - I.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance practices followed by the Company, together with certificate from the Practicing Company Secretary confirming compliance, forms a part of this Annual Report as per Listing Regulations.

SECRETARIAL AUDIT:

As per provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Ms. Girija Nagvekar, Practicing Company Secretary, for the financial year ended March 31, 2016, forming part of this Annual Report, is annexed herewith as Annexure- II. The Secretarial Audit Report is self explanatory and requires no comments.

CORPORATE SOCIAL RESPONSIBILITY :

Provisions of Section 135 of the Companies Act, 2013, and Rules made there under, regarding Corporate Social Responsibility are not applicable to the Company.

INSURANCE :

The Company has taken adequate insurance covers for its properties and insurable interest.

FIXED DEPOSIT :

The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PERSONNEL :

The relations between the employees and the management, during the year, have been cordial.

MATERIAL CHANGES AND COMMITTMENTS :

There were no material changes and commitments which would affect the financial position of the Company.

PARTICULARS UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

(iii) the percentage increase in the median remuneration of employees in the financial year : 12.52%

(iv) the number of permanent employees on the rolls of Company : 254

(v) the explanation on the relationship between average increase in remuneration and company performance :

Employees are granted increment based on their performance as well as the performance of the Company. The net operational loss for the financial year ended March 31, 2016 was Rs. 278.67 lakhs and whereas the increase in average remuneration was 8.28 %

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company :

The total revenue from sales and other income of the Company for the year 2015-16 was Rs. 3,347.93 lakhs as compared to Rs. 3,105.56 lakhs for the previous year 2014-15. However there was a profit of Rs. 1,366.09 lakhs due to sale of stake of the Company in GKB Vision Limited as compared to a loss of Rs. 226.06 lakhs in the year 2014-15. The Company''s performance during the year 2015-16 was considered while approving the increase in remuneration of Key Managerial Personnel .

(vii) variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Sr. No.

Particulars

As on March 31, 2016

As on March 31, 2015

Remarks

1

Market Capitalization (Rs. in lakhs)

2,782.89

2,984.34

Company''s public offer was in the year April, 1996

2

Price earnings ratio

2.06

(12.97)

3

Closing market price of equity shares (Rs)

67.00

71.85

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentile increase in the salaries of employees was 6.36% compared to the average percentile increase of 27.98% in the managerial remuneration.

(ix) comparison of each remuneration of the Key Managerial against the performance of the Company:

The increase in remuneration of the Managing Director was within the minimum remuneration as per Schedule V, Part II and Section II of the Companies Act, 2013.

(x) the key parameters for any variable component of remuneration availed by the directors :

Mr. K. G. Gupta, Managing Director is entitled to commission not exceeding 1% of the net profit of the Company computed in the manner laid down under the Act as may be determined by the Board. Due to operational loss, no commission was paid to him for the year under review. None of the other Directors are paid any remuneration except sitting fees and travelling expenses for attending Board and Committee Meetings.

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : N.A.

(xii) affirmation that the remuneration is as per the remuneration policy of the Company :

The remuneration is as per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES :

None of the employees is covered under Section 197 of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As per Listing Regulations, Management Discussion and Analysis Report is attached as annexure to this report.

FINANCE :

The Company has availed additional loans of Rs. 20.00 lakhs from Banks during the financial year ended March 31, 2016. CREDIT RATING :

Bank''s Loan facilities Rating has been improved from "CRISIL D" to "CRISIL B/Stable" for long term rating and from " CRISIL D" to "CRISIL A4" , for short term rating.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review no complaints were received.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith as Annexure - III and forms an integral part of this report.

ACKNOWLEDGEMENT :

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, regulatory authorities, Banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

FOR AND ON BEHALF OF

THE BOARD OF DIRECTORS

Place : Mapusa - Goa. K. G. GUPTA

Date : May 30, 2016 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2015

Dear Members,

The Directors are pleased to present their 33rd Annual Report and the Audited Accounts of the year ended March 31, 2015.

FINANCIAL RESULTS : Rs. in lakhs

2014-15 2013-14

a) Sales & Other Income 3,105.56 3,218.90

b) Profit/Loss before Depreciation and Tax (206.19) 374.28

c) Provision for Depreciation 147.69 117.81

d) Provision for Tax 76.62 (211.07)

e) Exceptional Items 51.20 37.69

f) Profit after Depreciation and Tax (226.06) 83.08

g) Balance from previous years 465.06 381.98

h) Balance carried forward 195.43 465.06

OPERATIONS :

During the year under review, the turnover of the Company was slightly less to the tune of Rs. 3,105.56 lakhs compared to Rs. 3,218.90 lakhs in the previous financial year. There was a net loss of Rs. 226.06 lakhs, during the current financial year compared to a net profit of Rs. 83.08 lakhs during the previous financial year due to a steep decline in sale of glass lenses. Sale of plastic lenses has not picked up as expected, as there is severe competition from China.

CURRENTYEAR:

The Company''s Unit I, manufactures glass lenses and Unit II, manufactures all types of plastic lenses both semi- finished and finished. Unit II, presently manufactures 10,000 plastic lenses, which is sought to be increased to 20,000 pieces per day. In Unit II, there are problems in running of the machinery and there are also production difficulties, which are being looked into and resolved.

DIVIDEND :

Since the Company has posted a loss, your Directors regret their inability to recommend any dividend for the year 2014-15.

ASSOCIATES AND SUBSIDIARIES :

The Company has dis-invested its entire investment of 10,58,986 equity shares in GKB Vision Limited to Essilor India Private Limited and Essilor Manufacturing India Private Limited (Essilor Group) at a price of Rs. 216.32 (approx.) per equity share. The entire proceeds aggregating to Rs. 2,290.90 lakhs have been received on July 01, 2015. Essilor Group now holds 50.10% in GKB Vision Limited.

Prime Lenses Private Limited has allotted by way of Preferential Allotment, 65,00,000 equity shares at a premium of 27.15 (approx.) to Essilor Group. Essilor Group now holds 50.60% in Prime Lenses Private Limited.

The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, Free Trade Zone Establishment, has achieved a turnover of Dirhams 7.13 million for the year ended December 31, 2014, as compared to Dirhams 7.11 million during the previous year. The net profit is Dirhams 1.16 million as compared to Dirhams 0.96 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

GKB Ophthalmics Products FZE, a step down Subsidiary, has acquired Lensco - The Lens Company, USA from GKB Vision Limited, at a consideration of US$ 1.00 Dolllar . There is accumulated loss of US$ 1,24,751 which is expected to wiped out, by improved performance in next two years.

The proposal for winding up GKB Ophthalmics GmbH, is pending for approval with Reserve Bank of India, Mumbai.

A statement under Section 129(3) of the Companies Act, 2013 giving details of subsidiaries is attached in Form AOC-1. Audited Accounts in respect of subsidiaries is placed on website of the Company www.gkb.net. The Company will make the said annual accounts of its subsidiaries available to the members upon a written request. The audited annual accounts of the Subsidiaries is available at the Registered Office of the Company for inspection.

However, in accordance with Accounting Standards 21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries have been prepared and form part of this Annual Report.

DELISTING :

Information in accordance with Regulation 7(1)(d) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2009.

The equity shares of the Company have been delisted from the Madras Stock Exchange Limited, w.e.f. January 13, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. K. M. Gupta will retire by rotation, pursuant to Articles of Association of the Company being eligible offers himself for re- appointment.

Pursuant to the provisions of the Listing Agreement and Schedule IV of the Companies Act, 2013, Mrs. Shashi K. Katreddi, has been appointed as Independent, Woman, Additional Director, w.e.f. March 31, 2015 and she holds office up to the date of this Annual General Meeting. It is proposed to appoint her for a period of five years from conclusion of this 33rd General Meeting of the Company till the conclusion of Thirty Eight Annual General Meeting.

Mr. Anil Palekar, Mr. Sadashiv Shet, Mr. Joseph A. A. D''Costa and Mr. Christopher Hickman are Independent Directors of the Company. It is proposed to appoint all of them for a period of five year each, from conclusion of this 33rd General Meeting of the Company till the conclusion of Thirty Eight Annual General Meeting.

Pursuant to provisions of Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have designated the following existing officers of the Company as Whole-Time Key Managerial Personnel.

Mr. K. G. Gupta, Managing Director and Mr. Noel da Silva, CFO & Company Secretary, are Whole-Time Key Managerial Personnel of the Company .

PERFORMANCE EVALUATION :

In terms of Section 178(2) of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors carried out the evaluation of every Director''s performance, including the Chairman of the Board.

The performance evaluation of Independent Directors was done by the entire Board (excluding the Directors'' being evaluated) and the performance evaluation of the Chairman was done by Independent Directors at a separate meeting, taking into account the views of Non-Executive Directors.

The parameters considered were promoting objectives of the Company for the benefit of its members as a whole and in the best interest of the Company, its employees, the community and for the protection of the environment, fulfilling the key responsibilities by exercising reasonable care, skill, diligence and independent judgement, level of engagement/contribution in decision making, attendance, quality time spend for Board Meetings and leadership and commitments of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to provision of Section 134 (5) of the Companies Act, 2013, the Directors hereby state and confirm :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) that they selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

d) that they have prepared the annual accounts on a going concern basis;

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

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

AUDITORS :

The term of M/s. Sharp & Tannan, Chartered Accountants, Mumbai, (Firm Registration No. 109982W) as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Auditors have given a certificate that the re-appointment, if made, will be within the prescribed limits specified under Section 139 (1) of the Companies Act, 2013. They also have given a certificate that they fulfill all the criteria laid down under Section 141 of the Companies Act, 2013.

AUDITORS'' REPORT:

In respect of the observations made by the Auditors in their Report, the Board''s response thereon is as follows:

i) With regard to paragraph (vii) (a) of the Annexure referred to in paragraph 1 of the Auditors'' Report, all undisputed statutory dues have since been paid by the Company.

ii) With regard to paragraph (ix), the Company has since re-paid the entire term loan with Bank.

iii) Paragraph (x) of the said Annexure is self explanatory.

INTERNAL FINANCIAL CONTROL :

As per Section 134 (5) (e) of the Companies Act, 2013 and read with Rule 8 (viii) of Companies (Accounts) Rules, 2014, the Board has laid the Internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

RISK MANAGEMENT POLICY :

The Company has reconstituted the Risk Management Committee which has formulated Risk Management Policy for the Company. The policy is reviewed by the members in consultation with the Senior Management of the Company from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes Nos 3, 6, 8, 11 and 16 to the Financial Statements.

RELATED PARTY TRANSACTIONS :

Note 32 to the Financial Statements sets out the nature of transactions with the related parties. All such transactions are carried out at arm''s length. Disclosures of such transactions are made to the Audit Committee. As required Under Clause 49 of the Listing Agreement, the Company has formulated a policy on dealing with Related Party Transactions. The same has been uploaded on the website of the Company at www.gkb.net and the web link thereto (http://gkb.net/en/wp- content/uploads/Accounts/Related-Party-Transactions-Policv.pdf). Information pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8 (2) of Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed herewith as Annexure - I.

EXTRACT OF ANNUAL RETURN :

Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - II.

CORPORATE GOVERNANCE :

A report on Corporate Governance is enclosed as part of Annual Report along with a Certificate from a Practising Company Secretary, on its compliance .

SECRETARIAL AUDIT:

As per provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Practising Company Secretary is annexed herewith as Annexure- III. The Secretarial Audit Report is self explanatory and requires no comments.

CORPORATE SOCIAL RESPONSIBILITY :

Provisions of Section 135 of the Companies Act, 2013, and Rules made thereunder, regarding Corporate Social Responsibility are not applicable to the Company.

INSURANCE :

The Company has taken adequate insurance covers for its properties and insurable interest.

FIXED DEPOSIT :

The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PERSONNEL :

The relations between the employees and the management, during the year, have been cordial.

PARTICULARS UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name Ratio

Mr. K. G. Gupta, Chairman & Managing Director 21:1

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name Percentage

Mr. K. G. Gupta, Chairman & Managing Director 38.00%

Mr. Noel da Silva, CFO & Company Secretary 6.00%

(iii) the percentage increase in the median remuneration of employees in the financial year : 11.1%

(iv) the number of permanent employees on the rolls of Company : 264

(v) the explanation on the relationship between average increase in remuneration and company performance :

Due to low profits, the Company has given 3.10% increase in remuneration.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company :

The total revenue from sales and other income of the Company for the previous year 2013-14 was Rs. 3,218.90 lakhs as compared to Rs. 3,346.01 lakhs for the year 2012-13. However there was a profit of Rs. 83.08 lakhs as compared to loss of Rs. 118.77 lakhs during the year 2012-13. The Company''s performance during 2013-14 was considered while approving the increase in remuneration for the Key Managerial Personnel.

(vii) variation in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Rs. in lakhs

Sr. Particulars As on As on Remarks No. March 31, 2015 March 31, 2014

1 Market Capitalisation 2,984.34 1,337.50 Company''s public

2 Price earnings ratio (12.97) 16.10 offer was in the year April, 1996

3 Closing market price of equity shares 71.85 32.20

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: N.A.

(ix) comparison of each remuneration of the Key Managerial against the performance of the Company:

The total revenue from sales and other income of the Company for the previous year 2013-14 was Rs. 3,218.90 lakhs as compared to Rs. 3,346.01 lakhs for the year 2012-13. However, there was a profit of Rs. 83.08 lakhs as compared to loss of Rs. 118.77 lakhs during the year 2012-13. The Company''s performance during 2013-14 was considered while approving the increase in remuneration for the Key Managerial Personnel.

(x) the key parameters for any variable component of remuneration availed by the directors :

Mr. K. G. Gupta, Managing Director is entitled to commission not exceeding 1% of the net profit of the Company computed in the manner laid down under the Act as may be determined by the Board. Due to loss, no commission was paid to him for the year under review. None of the other Directors are paid any remuneration except sitting fees and travelling expenses for attending Board and Committee Meetings.

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : N.A.

(xii) affirmation that the remuneration is as per the remuneration policy of the Company :

The remuneration is as per the Remuneration Policy of the Company.

PARTICULARS OF EMPLOYEES :

Section 197 of the Companies Act, 2013 read with Rule 5 of Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees is not applicable to the Company.

FINANCE :

The Company has not availed any additional loans from financial institutions during the financial year ended March 31, 2015. The term loans with Bank have been fully re-paid.

CREDIT RATING :

CRISIL has reaffirmed " CRISIL D " ratings for long term as well as Short-Term Bank facilities.

DISCLOSURE UNDER THE SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review no complaints were received.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith as Annexure - IV and forms an integral part of this report.

AKNOWLEDGEMENT :

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, regulatory authorities, Banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa - Goa. K. G. GUPTA Date : August 12, 2015 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their 32nd Annual Report and the Audited Accounts of the year ended March 31,2014.

FINANCIAL RESULTS :

Rs. in lakhs

2013-14 2012-13

a) Sales & Other Income 3,218.90 3,346.01

b) Profit before Depreciation and Tax 374.28 72.13

c) Provision for Depreciation 117.81 115.02

d) Provision for Tax 211.07 (13.00)

e) Exceptional Items 37.69 88.68

f) Profit after Depreciation and Tax 83.08 (118.77)

g) Balance from previous years 381.98 500.75

h) Balance carried forward 465.06 381.98

OPERATIONS:

During the year under review, the turnover of the Company was slightly less to the tune of Rs. 3,218.90 lakhs compared to Rs. 3,346.01 lakhs in the previous financial year. However,there was a net profit of Rs. 83.08 lakhs, during the year under review compared to a net loss of Rs. 118.77 lakhs during the previous financial year, mainly due to improved efficiency in operations.

CURRENTYEAR:

The Company''s Unit I, manufactures glass lenses. As expected, sales of glass lenses has been declining. In order to compensate the loss of business of glass, production of plastic lenses has been increased. Unit II manufactures all types of plastic lenses both semi-finished and finished.

Unit II, presently manufactures 11,000 pieces per day, which is sought to be increased 20,000 pieces per day, during the current financial year.

DIVIDEND:

With the view to conserve the resources, your Directors regret their inability to recommend any dividend for the year 2013-14.

ASSOCIATES AND SUBSIDIARIES:

Your Directors wish to inform you that our Associate Company, GKB Vision Limited which has its manufacturing unit at Pilerne Industrial Estate, Goa continues to do well in sustaining its market share in bifocals, progressive lenses and moulds of glass.

Another Associate Company, Prime Lenses Private Limited has shown improved results.

The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free Trade Zone Establishment, has achieved a turnover of Dirhams 8.62 million for the year ended December 31,2013 as compared to Dirhams 9.61 million during the previous year. The net profit is Dirhams 1.22 million as compared to Dirhams 0.79 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

It is proposed to wind up GKB Ophthalmics GmbH, a WOS in Germany as the subsidiary has not been doing any business for several years.

The Ministry of Corporate Affairs, vide circular No. 2 /2011 dated February 08, 2011, has granted a general exemption to Companies, under Section 212(8) of the Companies Act, 1956, from attaching individual annual accounts of its subsidiaries with their annual reports, subject to fulfillment of certain conditions.

Accordingly, the Board of Directors of the Company has passed a resolution giving consent to the Board for not attaching the balance sheet of its two Subsidiaries. A statement under Section 212 of the Companies Act, 1956, giving details of the subsidiaries is attached.

The Company will make the said annual accounts of its subsidiaries available to the members upon a written request. The audited annual accounts of the Subsidiaries is available at the Registered Office of the Company for inspection.

However, in accordance with Accounting Standards 21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries have been prepared and form part of this Annual Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance is enclosed as part of Annual Report along with a Certificate from a Practising Company Secretary, on its compliance .

SOCIAL RESPONSIBILITY :

Our Associate Company, GKB Vision Limited has successfully implemented an ecologically sound rain water harvesting project.

All our units have effluent treatment plants for recycling of waste water.

A Women''s Empowerment Cell has been constituted to deal with sexual harassment at workplace.

Disposal of garbage, hazardous and bio-medical waste, continues to be a serious environmental problem in Goa. Company has been raising these issues through various Trade Organisations.

Scholarships are being disbursed to deserving SC/ST students studying in surrounding schools.

INSURANCE :

The Company has taken adequate insurance covers for its properties and insurable interest.

FIXED DEPOSIT :

The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PERSONNEL :

The relations between the employees and the management, during the year, have been cordial. PARTICULARS OF EMPLOYEES :

Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable to the Company.

FINANCE :

The Company has not availed any additional loans from financial institutions during the financial year ended March 31,2014

CREDIT RATING :

CRISIL has reaffirmed "CRISIL D" ratings for long - term as well as short-term Bank facilities RELATED PARTY TRANSACTIONS :

Note 31 to the Financial Statements sets out the nature of transactions with the related parties. All such transactions are carried out at arm''s length. Disclosures of such transactions are made to the Audit Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made;

b) that they selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that they have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing fraud and other irregularities ; and

d) that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS :

Mr. K. M. Gupta, Mr. Vikram Gupta and Mr. Gaurav Gupta will retire by rotation, pursuant to Articles of Association of the Company being eligible offer themselves for re-appointment.

AUDITORS :

The term of M/s Sharp & Tannan, Chartered Accountants, Mumbai, (Firm Registration No. 109982W) as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Auditors have given a certificate that the reappointment, if made, will be within the prescribed limits specified under Section 139 of the Companies Act, 2013.

AUDITORS'' REPORT:

In respect of the observations made by the Auditors in their Report, the Board''s response thereon is as follows:

i) With regard to paragraph (v) (b) of the Annexure referred to in paragraph 1 of the Auditors'' Report, (hereinafter referred to as the "said Annexure"), comparable open market prices are not available.

ii) Paragraph (ix) (a) and (b) and (xv) of the said Annexure are self explanatory.

iii) With regards to paragraph (xi) over dues to Banks will be regularised within the next three months.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are annexed and forms an integral part of this report.

ACKNOWLEDGEMENT :

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, regulatory authorities, Banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa - Goa . K.G. GUPTA Date : May 30 , 2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their 31st Annual Report and the Audited Accounts of the year ended March 31, 2013.

FINANCIAL RESULTS :

Rs. in lakhs

2012-13 2011-12

a) Sales & Other Income 3,346.01 3,233.65

b) Profit before Depreciation and Tax 72.13 334.64

c) Provision for Depreciation 115.02 82.99

d) Provision for Tax (13.00) 80.66

e) Profit after Depreciation and Tax (118.77) 171.00

f) Balance from previous years 500.75 329.75

g) Balance carried forward 381.93 500.75

OPERATIONS :

During the year under review, the turnover of the Company increased to Rs. 3,346.01 lakhs compared to Rs. 3,233.65 lakhs in the previous financial year. However, there was a net loss of Rs. 118.77 lakhs, during the current financial year compared to a net profit of Rs. 171.00 lakhs during the previous financial year, mainly due to steep decline of some items of glass lenses and our devaluing the glass lens stock to a realistic level.

CURRENT YEAR :

The Company''s Unit I, manufactures single vision glass lenses. As expected, sales of glass lenses has been declining, to compensate loss of business of glass, production of plastic lenses has been increased. Unit II, manufactures single vision, bifocal and photochromic plastic lenses.

Unit II, presently manufactures, apart from standard plastic lenses, 2,000 pieces per day of photochromic lenses, which is sought to be increased to 3,000 pieces per day during the current financial year. This is a high value, high realisation product.

Trial runs for high index 1.6 plastic lenses have been deferred due to increase in input costs.

DIVIDEND :

With the view to conserve the resources, your Directors regret their inability to recommend any dividend for the year 2012-13.

ASSOCIATES AND SUBSIDIARIES :

Your Directors wish to inform you that our Associate Company GKB Vision Limited which has its manufacturing unit at Pilerne Industrial Estate, Goa continues to do well in sustaining its market share in bifocals, progressive lenses and moulds of glass.

The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free Trade Zone Establishment, has achieved a turnover of Dirhams 9.61 million for the year ended December 31, 2012 as compared to Dirhams 10.65 million during the previous year. The net profit is Dirhams 0.79 million as compared to Dirhams 1.61 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

The Joint Venture Company, Indo Prime Visual Technologies Pvt. Ltd., has been mutually called off and the name of the Company has since been struck off, by the Registrar of Companies, Goa, Daman and Diu, under the Fast Track Exit Scheme, 2012.

CORPORATE GOVERNANCE :

A report on Corporate Governance is enclosed as part of Annual Report along with a Certificate from a Practising Company Secretary, on its compliance .

SOCIAL RESPONSIBILITY :

Disposal of garbage, hazardous and bio-medical waste, continues to be a serious environmental problem in Goa. Company has been raising these issues through various Trade Organisations. Scholarships are being disbursed to deserving SC/ST students studying in surrounding schools.

INSURANCE :

The Company has taken adequate insurance covers for its properties and insurable interest.

FIXED DEPOSIT :

The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PERSONNEL :

The relations between the employees and the management, during the year, have been cordial.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable to the Company.

FINANCE :

The Company has not availed any additional loans from financial institutions during the financial year ended March 31, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from them;

b) that they selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that they have taken 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 fraud and other irregularities ; and

d) that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS :

Mr. Anil Palekar, Mr. Sadashiv Shet and Mr. Joseph A. A. D''Costa will retire by rotation, pursuant to Articles of Association of the Company being eligible offer themselves for re-appointment.

Mr. Somnath Sinai Priolkar, an Independent, Non Executive Director has resigned w.e.f. February 14, 2013.

Mr. Christopher Hickman who was appointed as an Additional Director holds office up to the date of this Annual General Meeting.The Company has received a notice from a member signifying his intention to propose the appointment of Mr. Hickman as a Director, at the forthcoming Annual General Meeting.

With the appointment of Mr. Hickman to the Board as an Independent Director, the Composition of the Board is now in conformity with the Clause 49(I) (A)(ii) of the Listing Agreement.

AUDITORS :

The term of M/s Sharp & Tannan, Chartered Accountants, Mumbai, as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Auditors have given a certificate that the re-appointment, if made, will be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT :

In respect of the observations made by the Auditors in their Report, the Board''s response thereon is as follows:

I) With regard to paragraph (iv) of the Annexure referred to in paragraph 1 of the Auditors''

Report, (hereinafter referred to as the said Annexure), efforts are being made to improve the internal control procedures.

ii) With regard to paragraph (v)(b) of the said Annexure, comparable open market prices are not readily available.

iii) Paragraphs (ix)(a) and (b) and (xv) of the said Annexure are self explanatory.

iv) With regards to paragraphs (xi) of the said Annexure, the over dues to Bank have since been regularised.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are annexed and forms an integral part of this report.

ACKNOWLEDGEMENT :

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, regulatory authorities, Banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa – Goa. K. G. GUPTA

Date : May 28, 2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The Directors are pleased to present their 30th Annual Report and the Audited Accounts of the year ended March 31, 2012.

FINANCIAL RESULTS:

Rs. in lakhs

2011-12 2010-11

a)Sales & Other Income 3,233.65 2,775.91

b)Profit before Depreciation and Tax 334.64 113.41

c)Provision for Depreciation 82.99 48.79

d)Provision for Tax 80.66 44.35

e)Profit after Depreciation and Tax 171.00 20.27

f)Balance from previous years 329.75 309.48

g)Proposed Dividend and Dividend Tax – –

h)Transfer to Reserves – –

i)Balance carried forward 500.75 329.75

OPERATIONS:

During the year under review, the Company has improved its performance and the trend is continuing. The turnover of the Company increased to Rs. 3,233.65 lakhs, as compared to Rs. 2,775.91 lakhs in the previous year, thereby showing an increase of 14%. Exports surged to Rs. 2,519.93 lakhs during year as against Rs. 1,927.60 lakhs, in the previous year, thereby indicating an increase of 31%.

CURRENT YEAR:

The Company''s Unit 1, manufactures single vision glass lenses, whereas the Unit II, manufactures single vision, bifocal and photochromic plastic lenses.

The Unit I, is expected to maintain its market share, during the current year.

Unit II, presently manufactures 7,000 pieces per day of standard plastic lenses. The trial production of photochromic plastic lenses has already been successfully completed and commercial production has started recently and this unit presently manufactures 2,000 pieces of photochromic lenses per day. These are high value, high realisation products.

Most of the machinery, which was imported from Spain has since been installed and commissioned. The balance machinery is expected to be installed by end of August, 2012, which will led to increase of production capacity.

Trial runs for High index 1.6 plastic lenses are expected to commence in September, 2012. The expected developments augur well for your Company.

DIVIDEND:

With the view to conserve the resources, your Directors regret their inability to recommend any dividend for the year 2011-12.

ASSOCIATES AND SUBSIDIARIES:

Your Directors wish to inform you that our Associate Company GKB Vision Limited which has its manufacturing unit at Pilerne Industrial Estate, Goa continues to do well in sustaining its market share in bifocals, progressive lenses and moulds of glass.

The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free Trade Zone Establishment, has achieved a turnover of Dirhams 10.65 million for the year ended December 31, 2011 as compared to Dirhams 14.14 million during the previous year. The net profit is Dirhams 1.61 million as compared to Dirhams 1.18 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

The Joint Venture Company Indo Prime Visual Technologies Pvt. Ltd., has not been able to make progress, due to prevailing economic conditions, in Spain.

CORPORATE GOVERNANCE:

A report on Corporate Governance is enclosed as part of Annual Report along with a Certificate from a Practising Company Secretary, on its compliance.

SOCIAL RESPONSIBILITY:

Disposal of garbage, hazardous and bio-medical waste, continues to be a serious environmental problem in Goa. Company has been raising these issues through various Trade Organisations.

Company has taken affirmative actions on Code for ecologically sustainable business growth under the aegis of Confederation of Indian Industry (CII), Goa Chapter.

Scholarships are being disbursed to deserving SC/ST students studying in surrounding schools.

Mr. K. G. Gupta, Chairman and Managing Director, is in the forefront on the issues concerning Social Responsibility and is the Convener, CII Social Development, CSR and Affirmative Action Panel of CII, Goa Chapter.

Our Associate Company, GKB Vision Limited has successfully implemented an ecologically sound rain water harvesting project.

INSURANCE:

The Company has taken adequate insurance covers for its properties and insurable interest.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PERSONNEL:

The relations between the employees and the management, during the year, have been cordial.

PARTICULARS OF EMPLOYEES:

Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable to the Company.

FINANCE:

The Company has availed additional loans of Rs. 441.19 lakhs from financial institutions during the financial year ended March 31, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from them;

b) that they selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that they have taken 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 fraud and other irregularities; and

d) that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Mr. K. M. Gupta, Mr. Vikram Gupta and Mr. Gaurav Gupta will retire by rotation, pursuant to Articles of Association of the Company being eligible offer themselves for re-appointment.

AUDITORS:

The term of M/s Sharp & Tannan, Chartered Accountants, Mumbai as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Auditors have given a certificate that the re-appointment, if made, will be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT:

In respect of the observations made by the Auditors in their Report, the Board''s response thereon is as follows:

i) With regard to paragraph (iv) of the Annexure referred to in paragraph 1 of the Auditors'' Report, (hereinafter referred to as the said Annexure), efforts are being made to improve the internal control procedures.

ii) With regard to paragraph (v)(b) of the said Annexure, comparable open market prices are not readily available.

iii) Paragraphs (ix)(a) and (b) and (xv) of the said Annexure are self explanatory.

iv) With regards to paragraphs (xi) of the said Annexure, the overdues to Bank and Financial Institution have since been regularised.

v) The observation made on Consolidated Financial Statements is self explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be disclosed under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are annexed and forms an integral part of this report.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, regulatory authorities, banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa, Goa K. G. GUPTA

Date : May 30, 2012 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

The Directors are pleased to present their 29th Annual Report and the Audited Accounts of the year ended March 31, 2011.

FINANCIAL RESULTS :

Rs. in lakhs

2010-11 2009-10

a) Sales & Other Income 2,775.91 3,873.53

b) Profit before Depreciation and Tax 130.33 346.14

c) Provision for Depreciation 84.61 94.70

d) Provision for Tax 77.75 132.89

e) Profit after Depreciation and Tax 20.27 118.60

f) Balance from previous years 309.48 259.19

g) Proposed Dividend and Dividend Tax – 58.31

h) Transfer to Reserves – 10.00

i) Balance carried forward 329.75 309.48

OPERATIONS :

During the year under review, the turnover of the Company was Rs. 2,775.91 lakhs, as compared to Rs.3,873.53 lakhs in the previous year.

The Company is in a transitory phase, wherein the main focus is changing from producing glass lenses to plastic lenses which has led to decline in turnover.

CURRENT YEAR :

The turnover of the Company, in the first 6 months is lower than the corresponding period in the previous year.

The Company has imported an entire plant from Spain in the month of January 2011, which will vastly augment the Company''s capacity to manufacture plastic lenses and introduce new premium quality lenses.

The delay in commissioning of the new plant has led to the temporary decline in production capacity utilisation adversely impacting sales and profitability. The plant is expected to be fully commissioned in February 2012, with a capital expenditure of Rs.654.00 lakhs to be funded partly through debt and internal accruals.

DIVIDEND :

With the view to conserve the resources, your Directors regret their inability to recommend any dividend for the year 2010-11.

ASSOCIATES AND SUBSIDIARIES :

Your Directors wish to inform you that our Associate Company GKB Vision Limited which has its manufacturing unit at Pilerne Industrial Estate, Goa continues to do well in sustaining its market share in bifocals, progressive lenses and moulds, of glass.

The Company''s Wholly Owned Subsidiary (WOS) in Sharjah, UAE, a Free Trade Zone Establishment, has achieved a turnover of Dirhams 14.11 million for the year ended December 31, 2010 as compared to Dirhams 14.63 million during the previous year. The net profit is Dirhams 1.18 million as compared to Dirhams 1.15 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

The Joint Venture Company Indo Prime Visual Technologies Pvt. Ltd., has not been able to make progress, due to prevailing economic conditions, in Spain.

DELISTING :

Information in accordance with Regulation 7(1)(d) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

The equity shares of the Company have been delisted from the Pune Stock Exchange Limited w.e.f. December 15, 2010 and from Ahmedabad Stock Exchange Limited w.e.f. January 18, 2011.

CORPORATE GOVERNANCE :

A report on Corporate Governance is enclosed as part of Annual Report along with a Certificate from a Practicing Company Secretary, on its compliance.

AWARDS AND RECOGNITION :

Awards won and recognition received from the financial year 2010-11 till date.

1. GKB won the prestigious Business Today – YES Bank, Best SME Award 2010, in the International Trade.

2. GKB won the CAPEXIL Award for its performance in the International Trade.

3. GKB has been accorded the status of Star Export House, by the Government of India, Ministry of Commerce and Industry, SEEPZ, Special Economic Zone, Mumbai, based on its performance in the International Trade.

4. Both Unit I as well as Unit II are now ISO 9001:2008 certified, for the manufacture and supply of glass and plastic lenses and glass moulds.

5. Mr. K. G. Gupta, Chairman and Managing Director, has been elected as the member of Regional Governing Council 2010-2012, SEEPZ, Special Economic Zone, Mumbai.

INSURANCE :

The Company has taken adequate insurance covers for its properties and insurable interests.

FIXED DEPOSIT :

The Company has not accepted any deposits from the public during the year. No amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

PERSONNEL :

The relations between the employees and the management, during the year, have been cordial.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable to the Company.

FINANCE :

The Company has availed additional loans of Rs.76.12 lakhs from financial institutions during the financial year ended March 31, 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from them;

b) that they selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that they have taken 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 fraud and other irregularities ; and

d) that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS :

Mr. Somnath SinaiPriolkar, Mr. Anil Palekar and Mr. Sadashiv Shet will retire by rotation, pursuant to Articles of Association of the Company being eligible offer themselves for re-appointment.

Mr. Joseph A. A. D''Costa who was appointed as Additional Director holds office up to the date of this Annual General Meeting.

The Company has received a notice from a member signifying his intention to propose the appointment, of Mr. D''Costa as Director at the forthcoming Annual General Meeting.

AUDITORS :

M/s Borkar & Muzumdar, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting (AGM). They have now given a written notice to the effect that they do not offer themselves for re-appointment as Statutory Auditors at the ensuing AGM.

The Board of Directors of the Company recommends the appointment of M/s Sharp & Tannan, Chartered Accountants, Mumbai, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting.

The proposed Auditors have given a written certificate, to the effect that the appointment if made, would be within the limits specified in Section 224(1B) of the Companies Act, 1956.

You are requested to appoint the Auditors in the ensuing Annual General Meeting.

AUDITORS'' REPORT :

In respect of the observations made by the Auditors in their Report, the Board''s response thereon is as follows:

(i) Paragraphs 4(f) and 4(l) of Auditors'' Report and 4, 5(b), 7 and 17 of the Annexure referred to in paragraph 3 of the Auditors'' Report, (hereinafter referred to as the said Annexure), are self explanatory.

(ii) With regard to paragraph 4(g) of the Auditors'' Report and paragraph 2 (d) of the said Annexure, the raw material cost is Rs. 4,21,02,794 and cost of conversion/production overheads is Rs. 1,47,83,816.

(iii) With regard to paragraph 4(h) of the Auditors'' Report and paragraph 1(a) of the said Annexure , prior period adjustment in respect of depreciation to the extent of Rs.35,82,445,as indicated in Note 17 of Schedule ''M'', Notes to Accounts, has been written back as a consequence of updating of Fixed Assets Register.

(iv) With regard to paragraph 4(i) of the Auditors'' Report refer to Note 18 of Schedule ''M '', Notes to Accounts.

(v) With regard to paragraph 4(j) of the Auditors'' Report, the dividend of Rs. 44,23,000 was declared on May 5, 2011. Earlier years dividend has been accounted in respective earlier years.

(vi) With regard to paragraph 4(k) of the Auditors'' Report, balance confirmations to the extent of Rs.9,78,31,052 which represent 80% of the debtors value-wise, have been obtained. Like wise, balance confirmations to the extent of Rs. 4,38,52,194, which represent 34% of the creditors, value-wise, have been obtained.

(vii) With regard to paragraph 9(a) of the said Annexure, interest at the prescribed rates, has been provided for till date. Efforts are being made to pay the pending dues.

(viii) With regard to paragraph 4(m) of the Auditors'' Report, refer to explanations in paragraphs (i) to (vii) above.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are annexed and forms an integral part of this report.

ACKNOWLEDGEMENT :

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, regulatory authorities, Banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa – Goa. K. G. GUPTA

Date : December 01, 2011 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

The Directors are pleased to present their 28th Annual Report and the Audited Accounts of the year ended March 31, 2010.

FINANCIAL RESULTS:

Rs. in Lakhs

2009-10 2008-09

a) Sales & Other Income 3,891.32 3,015.26

b) Profit before Depreciation and Tax 346.13 372.99

c) Provision for Depreciation 94.69 115.45

d) Provision for Tax 132.83 115.90

e) Profit after Depreciation and Tax 118.61 141.64

f) Balance from previous years 259.19 185.86

g) Proposed Dividend and Dividend Tax 58.31 58.31

h) Transfer to Reserves 10.00 10.00

i) Balance carried forward 309.48 259.19



OPERATIONS

During the year under review, the Company has improved its performance. The turnover of the Company increased to Rs. 3,891.32 lakhs during the year against Rs. 3,01 5.26 lakhs in the previous year, thereby showing an increase of 29%.

CURRENT YEAR:

During the current year, the Company is in transitory phase wherein our main focus is changing from producing glass lenses to manufacturing plastic lenses and we are converting more of our capacity from making glass lenses to making glass molds which are used for plastic lenses. Consequently, turnover of the Company in first 6 months is likely to be lower than the previous year but we hope to make up in the second half.

Concerted efforts are being made to penetrate in South American market which has a good potential.

DIVIDEND

Your Directors arepleased to recommend a dividend of Rs. 1.20per equity share forthe year 2009-1 0.

ASSOCIATES AND SUBSIDIARIES

Your Directors wish to inform you that our Associate Company GKB Vision Limited which has its manufacturing unit at Pilerne Industrial Estate, Goa continues to do well in sustaining its market share in bifocals, progressive lenses and molds of glass.

The Companys Wholly Owned Subsidiary (WOS) in Sharjah, UAE, has posted improved results. The Free Trade Zone Establishment has achieved a turnover of Dirhams 14.63 million for the year ended December 31, 2009 as compared to Dirhams 12.47 million during the previous year. The net profit is Dirhams 1.15 million as compared to Dirhams 1.19 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

The Joint Venture Company Indo .Prime Visual Technologies Pvt. Ltd., has not been able to make progress, due to prevailing economic conditions. Meanwhile, the Spanish JV Partner Indo Intemacional has filed for re-organisation under chapter 1 1 of Spanish Bankruptcy Law.

LISTING:

Your Directors are pleased to inform you that the equity shares of the Company have been listed and are being traded in the Bombay Stock Exchange Ltd (BSE) w.e.f.July07,2010.

The equity shares are being permitted to trade on The National Stock Exchange of India Limited (Capital Market Segment) w.e.f. March 02, 2010.

DELISTING:

In view of Listing in BSE, your Directors have started the process of voluntary delisting of equity shares, from the Pune Stock Exchange Limited, being the Regional Stock Exchange and also from Ahmedabad Stock Exchange Limited and Calcutta Stock Exchange Limited, under the provisions of the SEBI (Delisting of Equity Shares) Regulations 2009.

CORPORATE GOVERNANCE:

A report on Corporate Governance is enclosed as part of Annual Report along with the Certificate from a practicing Company Secretary, on its Compliance .

As on date of this Directors Report, the Composition of the Audit Committee and Shareholders/Investors Grievance Committee is in conformity with the Listing Agreement with the Stock Exchanges.

A Remuneration Committee has also been constituted.

AWARD:

The Company has bagged the CAPEXIL Merit Award during 2008-09, on account of its export performance.

SOCIAL RESPONSIBILITY:

Disposal of garbage , hazardous and bio-medical waste, continues to be a serious environmental problem in Goa. Company has been raising these issues through various Trade Organisations.

Company has taken affirmative actions on Code for ecologically sustainable business growth under the aegis of Confederation of Indian Industry (Cll), Goa Chapter.

Scholarships are being disbursed to deserving SC/ST students studying in surrounding schools.

Mr. K. G. Gupta, Chairman and Managing Director, is in the forefront on the issues concerning Social Responsibility and is the Convener, Cll Social Development, CSR and Affirmative Action Panel of Cll, Goa Chapter.

Our Associate Company, GKB Vision Limited has successfully implemented an ecologically sound rain water harvesting project.

INSURANCE :

The Company has taken adequate insurance covers for its properties and insurable interest.

PERSONNEL:

The relations between the employees and the management, during the year, have been cordial.

PARTICULARS OF EMPLOYEES:

Provisions of Section 217 (2A) (a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable to the Company.

FINANCE:

The Company has availed additional loans of Rs. 42.39 lakhs from financial institutions during the financial year ended March 31,2010.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provision of Section 21 7 (2AA) of the Companies Act, 1 956, the Directors hereby state and confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from them;

b) that they selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that they have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company and for preventing fraud and other irregularities ;and

d) thatthey have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Mr. K. M. Gupta, Mr. Vikram Gupta and Mr. Gaurav Gupta will retire by rotation, pursuant to Articles of Association of the Company being eligible offer themselves for re-appointment.

Mr. Anil Palekar and Mr. Sadashiv Shet, who were appointed as Additional Directors hold office upto the date of this Annual General Meeting. Mr. Clifford Viegas who was appointed as Additional Director on May 26, 2010, has resigned w.e.f. August 31,2010.

The Company has received notices from members signifying their intention to propose the appointment, of Mr. Palekar and Mr. Shet, as Directors at the forthcoming Annual General Meeting.

AUDITORS:

The term of M/s. Borkar&Muzumdar, Chartered Accountants, Panaji Goa, as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Auditors have given a certificate that the reappointment, if made, will be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be disclosed under the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1 988 are annexed and forms an integral part of this report.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, Central, State and Local Government Agencies, Banks and all other stakeholders. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa-Goa K G GUPTA

Date: August 31, 2010 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2009

The Directors are pleased to present their 27th Annual Report and the Audited Accounts of the year ended 31 st March, 2009.

FINANCIAL RESULTS:

2008-09 2007-08

a) Sales & Other income 3,015.24 1,930.25

b) Profit before Depreciation and Tax 372.99 203.33

c) Provision for Depreciation 115.45 76.76

d) Provision for Tax 115.90 50.62

e) Profit after Depredation and Tax 141,64 75.94

f) Balance from previous years 185.84 148.79

g) Proposed Dividend and Dividend Tax 58.31 38.88

h) Transfer to Reserves - 10.00

i) BalarKe carried forward 259.19 185.86

OPERATIONS

During the year under review, the Company has improved its performance and the trend is continuing. The turnover of the CompanyincreasedtoRs.3,015.26lakhs during the year against Rs.l 930.25 lakhs in the previous year.

The year 2008O9 was an unprecedented one, characterised by global financial meltdown which began in USA and spread to the rest of the world. The impact was felt in all types of industries. However, your Company was exception to this.

CURRENT YEAR:

The sales during the first quarter of the current financial year show a promising trend. The turnover during the first quarter was Rs. 871.00 lakhs as compared to Rs. 503,00 lakhs, during the corresponding period in the previous year, thereby showing an increase of73% inspite of general slowdown in the economy. This increase augurs well for your Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.20per equity share for the year 2008-09.

ASSOCIATES AND SUBSIDIARIES

Your Directors are pleased to inform you that our Associate Company GKB Vision Limited which has its manufacturing unit at Pileme Industrial Estate, Goa continues to do well in sustaining its market share in bifocals and progressive lenses.

The Companys Wholly Owned Subsidiary (WOS) in Sharjah, UAE, has posted improved results. The Free Trade Zone Establishment has achieved a turnover of Dirhams 12.47 million for the year ended 31st December, 2008 as compared to Dirhams 10.03 million during the previous year. The profit has increased to Dirhams 1.19 million as compared to Dirhams 1.03 million during the previous year and has declared a dividend which entails an outflow of Dirhams 0.37 million.

During the year under review, the Company has entered into a Joint Venture (JV) Agreement with Indo Intenacional, S.A., Spain. The agreement provides for 50% stake by each JV partner. The JV Company which has been incorporated in India as Indo Prime Visual Technologies FVt. Ltd., will import and sell in India equipment manufactured by foreign JV partner, such as edging machines and peripherals used in Optical business.

CORPORATE GOVERNANCE:

A report on Corporate Governance is enclosed as part of Annual Report along with the Certificate from a practicing Company Secretary, on its Compliance.

SOCIAL RESPONSIBILITY:

Disposal of garbage , hazardous and bio-medical waste, continues to be a serious environmental problem in Goa. Company has been raising these issues through various Trade Organisations.

Company has taken affirmative actions on Code for ecologically sustainable business growth under the aegis of Cll, Goa Chapter.

INSURANCE:

The Company has taken adequate insurance covers for its properties and insurable interest.

PERSONNEL:

The relations between the employees and the management, during the year, have been cordial.

PARTICULARS OF EMPLOYEES:

Provisions of Section 21 7 (2A) {a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, are not applicable to the Company,

FINANCE :

The Company has not availed of any additional loans from financial institutions during the financial year ended 31st March, 2009.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provision of Section 2 ] 7 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from them;

b) that they selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that they have taken 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 fraud and other irregularities; and

d) that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Mr, R. K. Gupta and Mr. B. K. Gupta will retire by potation, pursuant to Articles of Association of the Company being eligible offer themselves for re-appointment.

AUDITORS:

The term of M/s. Borkar&Muzumdar, Chartered Accountants, Panaji Goa, as Statutory Auditors, expires at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Auditors has given a certificate that the re- appointment, if made, will be within the prescribed limits specified under Section 224(lB)ofthe Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be disclosed under the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are annexed and forms an integral part of this report,

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge and are grateful for the excellent support received from all levels, clients, suppliers, Central, State and Local Government Agencies, Banks and all other stakeholders. Your Directors recognize and appreciate the hardwork and efforts put in by all the employees of the Company and their contribution to the progress of the Company in a very challenging environment.

FOR AN DEHALF OF THE BOARD OF DIRECTORS

Place: Mapusa - Goa. K. G. GUPTA

Date: 17th August, 2009 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2008

The Directors are pleased to present their 26th Annual Report and the Audited Accounts of the year ended 31st March, 2008.

FINANCIAL RESULTS:

The salient features of the Companys financial results for the year under review are as under:

2007-08 2006-07

a) Sale & Other Income 1960.42 2554.91 b) Profit before Depreciation 203.33 262.05 c) Depreciation 76.76 105.26 d) Profit for the year 75.95 96.89 e) Profit before Tax 126.57 156.80 g) Provision for Fringe Benefit Tax 3.46 5.24 h) Short Provisions of Income Tax of earlier years 8.15 (1.46) i) Balance from previous years 148.79 110.50 I) Balance carried to balance sheet 185.86 148.79

Pursuant to provision of Section 21 7 (2AA) of the Companies Act, 1 956, the Directors hereby state and confirm:

a) that in preparation of Annual Accounts, applicable accounting standards have been followed;

b) that the Directors have applied sound accounting policies and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profits of the Company for the year;

c) that the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company; and

d) that the Directors have prepared the Annual Accounts on a going concern basis.

OPERATIONS

The demand of glass lenses in the world market is gradually going down but the fall in demand in single vision glass lenses has been sharper. Glass lenses are being replaced by plastic lenses.

To compensate the loss of business of mineral lenses, the Company has started the production of CR 39 lenses in its Unit 2. The project was initially taken up as a pilot project. There were teething problems which have now been overcome and the plastic lenses produced have got good response from domestic and export market. We are doing a production of 2000 pieces per day which is proposed to increase gradually. Company has also secured licence to manufacture plastic photochromic lenses from Corning France and the production will start in September, 2008.

The factory in Tivim produced 19,61,448 pieces of Ophthalmic lenses in old unit and 1,1 5,536 pieces of plastic lenses in Unit 2, during the year.

The Group has acquired a US based Trading Company dealing in mineral lenses. This is primarily to create market for companys line of products in USA.

CURRENT YEAR

Sales during the 5 months of current year are showing upward trend compared to sales of same period last year. The Company is trying to improve the turnover but the margins are squeezed and it would take sometime before the Company regains its position as before. We expect the profitability to be under strain during the current year. High rate of inflation has out pressure on the wage bill and cost of inputs including cost of energy and transport are going up. Borrowings from bank have also become dearer due to hike in interest rates. Depreciation of rupee against dollar is a welcome sign and is likely to give some relief.

DIVIDEND

Inspite of inadequate profit in the Company, the Board of Directors feel confident of coming out of this situation in near future and have decided to maintain the status of a regularly dividend paying Company and have recommended a dividend of Rs 0.80 paise per equity Share for the year2007-08.

SOCIAL RESPONSIBILITY:

The Company takes its social responsibility seriously and has been upgrading its equipment of water treatment and waste disposal. Company has been raising the issue of disposal of garbage and industrial waste through various trade organizations, urging government to take suitable measures. Company has also taken up affirmative action for the up lift of the weaker section of the society.

ASSOCIATES AND SUBSIDIARIES

Your Directors are pleased to inform you that our Associate Company GKB Vision Limited has done reasonably well in sustaining its market share in Bifocals and Progressive lenses. The Company has diversified into the manufacture of Glass Molds used in the manufacture of plastic lenses and has successfully increased its customer base.

The Companys Wholly Owned Establishment in UAE, FZE is doing well. The newly set up Free Zone Establishment has achieved a turnover of 10.03 million Dhrs and a profit of 1.01 million Dhrs for the year ended 31.12.2007

FUTURE PROSPECTS :

As already mentioned the export margin are under severe pressure and are likely to effect the performance of the company in the current year, but efforts are being made to diversify the investments in profitable fields which should start giving rewards in the coming years. The strategy of depending on the growth of domestic market and continuing in exports will improve and will deliver value to the shareholders.

CORPORATE GOVERNANCE:

The requirement of compliance with the Code of Corporate Governance as per the clause 49 of the Listing Agreement forms a part of this Annual Report.

DIRECTORS:

Mr. Vikram Gupta, Whole-time Director ceased to be a Whole-time Director of the Company from 31.03.2008 and continues to be a Director of the Company w.e.f. 01.04.2008. The Board records its appreciation for the valuable contribution made by him during his tenure as a Whole-time Director of the Company.

Mr. Gaurav Gupta and Mr. Somnath Priolkar retire from the Board of Directors by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for re-appointment.

Mr. Gaurav Gupta

He is a Postgraduate in Computer Science. He is 36 of years of age. Presently he is working with GKB Vision Limited as Wholetime Director. He has wide experience in the international market and is mainly responsible for creating exports for the group.

Mr. Somnath Priolkar

He is a Arts & Law graduate and is 76 years of age. He has worked as the head of Accounts and Finance in the Company for about 15 years. He has wide range of experience of service in different departments of Government of Goa.

AUDITORS:

M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are eligible for re-appointment and have expressed their willingness to serve if re-appointed.

PARTICULARS OF EMPLOYEES:

The Company did not have any employees come under the provisions of Section 21 7 (2A) of the Companies Act, read with Companies (particulars of Employees) Rules 1 975 for the financial year2007-08.

INDUSTRY STRUCTURE:

The Ophthalmic Industry as a whole is classified under the Chemical and Allied Products CAPEXIL. However, the Industry can be classified as Health Care/Pharmaceutical as it is for Eye rectification process.

The Industry had many players earlier, but with the advent of CR (Plastic Lenses) the demand for the glass lenses has gone down and many of the factories have closed down or have changed their line of manufacture.

Globally the Industry is based in Europe who are the prime suppliers of raw material for the lenses, though China has picked up substantial share in the recent past due to very cheap cost of manufacturing. In India, market is full of small and tiny unorganised players and is mostly concentrated in north India and supplying is all over the country.

THREATS AND OPPORTUNITES:

The Glass lenses business is diminishing gradually, but a fixed portion for mineral lenses segment still remains though majority will be for CR lenses.

This opens up avenues for low cost manufacturers in China and India, when most of the European and US manufactures reduce their operations due to high cost and outsource most of their requirements from Asia.

The Opportunities lies in manufacture of glass moulds for CR (Plastic) lenses which is a replaceable material for CR Products and expanding the capacities of making plastic lenses.

The Company with its existing infrastructure can produce molds and also the relevant CR lenses more efficiently than any others in the market.

RISKS AND CONCERNS:

The Risk of currency is already materialized with the appreciation of rupee. The revenues of the Company along with all other exporters are hit adversely. The Risks also emanate from economic competition from china, market fluctuations and declining consumption patterns of glass lenses in Europe and USA.

OUTLOOK

The immediate impact of currency fluctuations is bad, but reversals are expected. With the diversifications, the Company was able to weather the crises with growth of business of associates and subsidiaries. The Company will continue its relentless focus on cost management, savings and efficiencies.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has in place the required internal control systems and procedures to ensure optimal use of Companys resources. The Companys internal audit department conducts regular audits of various operational and financial matters. The audit observations are periodically reviewed by the Audit Committee of the Board of Directors.

CAUTIONARY STATEMENT:

Certain statements made in the MDA Report describing the Companys objectives, expectations or predication may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from such expectation whether express or applied. Several factors could make significant impact on the companys operations include global and domestic demand and supply conditions, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A brief statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1 988 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENT:

The Directors would like to sincerely thank for the patronage and support received from employees at all levels, clients, suppliers, Central, State and Local government Agencies, Banks and all other stakeholders for the confidence reposed on the Company Management during the year under review and expect the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa Goa. K. G. GUPTA Date : 23rd August, 2008 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2007

The Directors are pleased to present their 25th Annual Report and the Audited Accounts of the year ended 31st March, 2007.

FINANCIAL RESULTS:

The salient features of the Companys financial results for the year under review are as under:

2006-07 2005-06

a) Sale & Other Income 2554.91 2141.35 b) Profit before Depreciation 262.05 288.50 c) Depreciation 105.26 77.05 d) Profit for the year 96.89 121.12 e) Extra Ordinary items - - f) Profit before Tax 156.80 211.45 g) Provision for Fringe Benefit Tax 5.24 6.33 h) Income Tax Provisions for earlier years written back (1.46) (1.92) i) Balance from previous years 110.50 56.22 I) Balance carried to balance sheet 148.79 110.50

Pursuant to provision of Section 21 7 (2AA) of the Companies Act, 1 956, the Directors hereby state and confirm:

a) that in preparation of Annual Accounts, applicable accounting standards have been followed;

b) that the Directors have applied sound accounting policies and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profits of the Company for the year;

c) that the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company; and

d) that the Directors have prepared the Annual Accounts on a " going concern" basis.

OPERATIONS

The demand of glass lenses in the world market has been gradually going down but the fall in demand in single vision glass lenses has been significant. Besides the company lost a major customer in Europe, which accounted for 35% of the total turnover.

Although the company has been able to regain its turnover of 2004-05 in the year under review but margins have shrunk and profitability has been under pressure.

The factory in Tivim produced 27,17,257 pieces of Ophthalmic lenses during the year.

The second EOU in Tivim Industrial Estate continues its trial production of CR lenses and has achieved enough levels of success to start commercial Production.

The Group has acquired a US based Trading Company in mineral lenses. This is primarily to create market for companys line of products in USA.

CURRENT YEAR

The sales during the current year are down by 25%. The Company is trying to improve the turnover but it would take some time and we expect the profitability to reduce during the current year. Strengthening of Rupee and weakening of dollar is a matter of grave concern as- it is hitting the export reaisation and squeezing the margins. Most of companys exports are in dollar area and all imports of raw material are paid in Euro, a currency that has not depreciated.

DIVIDEND

Your Directors have decided to payout dividend of 10% for the current year.

SOCIAL RESPONSIBILITY:

The Company takes its Social responsibility very seriously whether be it to set up and upgrade the water treatment Plant in its factories and rain water harvesting or for providing financial assistance to poorer sections of the society.

ASSOCIATES AND SUBSIDIARIES

Your Directors are pleased to inform you that our Associate Company GKB Vision Limited has done reasonably well in sustaining its market share in Bifocals and Progressive lenses . The Company has diversified info the manufacture of Glass Molds and Photocromatic CR Lenses as diversification and new avenues of growth.

The Companys Wholly Owned Subsidiary in Germany was instrumental in creating its strong market base in Europe. The Company has outlived its utility and has already liquidated its entire stock in trade and in the process of realizing its balance debtors in Bremen, Germany.

The Companys Wholly Owned Establishment in UAE, FZE has done very well in operations. The newly set up Free Zone Establishment has achieved a turnover of 60.46 lacs Dhrs and achieved a tax free Profit of 5.19 lacs Dhrs for the year ended 31.12.2007. The same is expected to do well in the coming years in Trading of variety of lenses, consumables, machineries, spare parts including that of other Companies.

The Associate Company Prime Ophthalmic Products (P) Limited which has been increasing its revenues by 30-40% p.a. The Associate Company creates market for the Companys mineral lenses products in the domestic market and its revenue for the year ended 2006-07 were close to Rs. 10.00 crores.

FUTURE PROSPECTS :

As already mentioned the export margin are under severe pressure and are likely to effect the performance of the company in the current year, but efforts are being made to diversify the investments in profitable fields which should start giving rewards in the coming years. The strategy of depending on the growth of domestic market and continuing in exports will improve the bottom line and will deliver value to the shareholders.

CORPORATE GOVERNANCE:

The requirement of compliance with the Code of Corporate Governance as per the clause 49 of the Listing Agreement forms a part of this Annual Report.

DIRECTORS:

Mr. B. K. Gupta and Mr. K. M. Gupta retire from the Board of Directors by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for re-appointment.

Mr. B. K. Gupta

He is a commerce graduate and is 67 years of years of age. He has 45 years of experience in the line of manufacture and export of prescription Ophthalmic lenses. He also has vast expertise in the field of exports and is of immense knowledge for the Ophthalmic Industry.

Mr. K.M.Gupta

He is a commerce graduate and is 65 years of age. He has 42 years of experience in the line of manufacturing and export of Ophthalmic lenses. His line of expertise is in finance, Accounts and manufacturing new type of lenses.

AUDITORS:

M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are eligible for re-appointment and have expressed their willingness to serve if re-appointed.

PARTICULARS OF EMPLOYEES:

The Company did not have any employees come under the provisions of Section 21 7 (2A) of the Companies Act, read with Companies (particulars of Employees) Rules 1 975 for the financial year 2006-07.

INDUSTRY STRUCTURE:

The Ophthalmic Industry as a whole is classified under the "Chemical and Allied Products" CAPEXIL. However, the Industry can be classified as Health Care/ Pharmaceutical as it is for Eye rectification process.

The Industry had many players earlier, but with the advent of CR (Plastic Lenses) the demand for the glass lenses has gone down and many of the factories have closed down or have changed their line of manufacture.

Globally the Industry is based in Europe who are the prime suppliers of raw material for the lenses, though China has picked up substantial share in the recent past due to very cheap cost of manufacturing. In India, market is full of small and tiny unorganised players and is mostly concentrated in north India and supplying is all over the country.

THREATS AND OPPORTUNITES:

The Glass lenses business is diminishing gradually, but the advanced Economies a fixed portion for mineral lenses remain though majority will be for CR lenses.

This opens up avenues for low cost manufacturers in China and India, when all European manufactures close and outsource operations from India.

The Opportunities lies in manufacture of glass moulds for CR (Plastic) lenses which is a replaceable material for CR - Products.

The Company with its existing infrastructure can produce molds and also the relevant CR lenses more efficiently than any others in the market.

RISKS AND CONCERNS:

The Risk of currency is already materialized with the appreciation of rupee. The revenues of the Company along with all other exporters are hit adversely. The Risks also emanate from economic competition from china, market fluctuations and declining consumption patterns in Europe and USA.

The concerns of the Industry lie with Government and response to the currency crisis, the end of Income tax concessions, sales tax exemptions and others government policy for Exim business.

OUTLOOK

The immediate impact of currency fluctuations is bad, but reversals are expected with the diversifications, the Company was able to weather the crises if any with growth of business of associates and subsidiaries. The prospects are encouraging and stress is on cost cutting and increase in volumes.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has in place the required internal control systems and procedures to ensure optimal use of Companys resources. The Companys internal audit department conducts regular audits of various operational and financial matters. The audit observations are periodically reviewed by the Audit Committee of the Board of Directors.

CAUTIONARY STATEMENT:

Certain statements made in the MDA Report relating to companys out look expectation and estimate etc., may be considered inward during statements within the meaning of applicable law and regulations. Actual results may differ from such expectation whether express or applied. Several factors could make significant impact on the companys operation. These include geo political uncertainties affecting demand and supply and Govt. regulations and vagaries of nature etc., over which the company does not have any control.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A brief statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1 988 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENT:

The Directors would like to sincerely thank for the patronage and support received from employees at all levels, clients, suppliers, central, State and Local government Agencies, Banks and all other stakeholders for the confidence reposed on the Company Management and expect the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

K. G. GUPTA CHAIRMAN & MANAGING DIRECTOR Place : Mapusa Goa. Date : 24th August, 2007


Mar 31, 2005

Your Directors are pleased to present their 23rd Annual Report and the Audited Accounts of the year ended 31st March, 2005,

FINANCIAL RESULTS :

The salient features of the Companys financial results for the year under review are as under:

2004-2005 2003-2004 a) Profit before Interest Depreciation & Taxes 3,40,46,920 3,28,51,936

b) Less : Interest and Finance Charges 48,80,788 56,72,086

c) Profit before Depreciation & taxes 2,91,66,132 2,71,79,850

a) Less : Depreciation 74,82,357 63,71,888

e) Profit before Taxes 2,16,83,775 2,08,07,962

f) Profit after taxes 1,49,77,317 1,37,59,934

g) Less : Prior Period Adjustment/Short provision of taxation of earlier years 1,16,305 5,38,439

h) Add : Balance of profit brought forward from previous year. 64,43,911 38,58,097

i) Profit available for appropriation was 2,13,04,923 1,70,79,592 Which your Directors have appropriated as under to:

i) General Reserve 1,00,00,000 50,00,000

ii) Proposed Dividend on Equity Shares 56,83,344 56,35,681

TOTAL 1,56,83,344 1,06,35,681

Leaving a Balance to be carried forward 56,21,579 64,43,911

Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm :

a) that in preparation of Annual Accounts, applicable accounting standards have been followed;

b) that the Directors have applied sound accounting policies and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that the Directors have taken 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

d) that the Directors have prepared the Annual Accounts on a " going concern" basis,

DIVIDEND

Your Directors are pleased to recommend a dividend of 12% on 41,53,580 Equity shore of Rs. 10/- each for the financial year ended 31st March, 2005 which, if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders whose names appear in the Register of members as on 24th September, 2005.

OPERATIONS

The Companys performance during the year under review was better. The Companys factory in Tivim Industrial Estate produced 34,67,772 pieces of Ophthalmic lenses during the year in comparison to 27,20,157 Lenses produced in the year 2003-04 showing a steady increase of 22 %. However the pressure in prices and fluctuations of USD and Euro still continues to be the main concern which has made the sales figure to be restricted to Rs. 2,512.32 lacs.

The General business scenario is encouraging. However the slow decline in demand of glass lenses is a major concern. But the fact, that in all major economies, the glass lenses still has a fixed market in comparison to the plastic lenses which has not come down after reaching its lowest ever levels.

The Company also is in process of exploring new export markets in new destinations due to the closure of some Industries there and also in Middle East where the prospects of the Company still looks good due to the Wholly Owned establishment GKB Ophthalmics Product FZE, the sales of which during the last financial year was Dhs. 11,68,566.

QUALITY

The Company as a matter of policy has followed a Total Quality Management and other Operations. However the Quality Control Department of the Company keeps on upgrading its tools and techniques at its disposal whereby setting and achieving new quality standards.

SOCIAL RESPONSIBILITY:

The Company is in General Responsible towards the society apart from its business promotion goals. In this, ensuring a better quality environment tor the neighborhood is also a major point. The Company on its own has put up water re-cycling Plant to conserve the water and reduce the discharge of effluents/pollutants to the environment.

ASSOCIATE COMPANY

Our Directors are pleased to inform you that our associate Company GKB Vision Limited has done exceptionally well. The Companys stake in this Company has increased after selling of stake of 25% held by Mr, H. C. Rahn, Germany.

The Companys Wholly Owned Subsidiary in Germany is instrumental in creating its strong market base in Europe. The Company has outlived its utility and is in process of closing its business and liquidating its balance inventory.

The Companys Wholly Owned establishment in UAE has started with the normal growth in operations. The Company is expected to retain the expected growth in the Middle East market.

The Companys new associate Prime Ophthalmic Products (P) Limited, for the manufacture and sale of prescription lenses in India has become fully operational during the year and started its Commercial Operations from February, 2005. The Companys Laboratories in Noida, Chennai and Kolkata have started rendering its services to the customers in their respective regions,

FUTURE PROSPECTS :

The Company has realised that to survive in the present day environment Company needs to diversify and it is concentrating all its efforts in this diversification and also have achieved success in some of the diversified area.

CORPORATE GOVERNANCE:

The requirement of compliance with the Code of Corporate Governance as per the clause 49 of the Listing Agreement forms a part of this Annual Report as per the following :

i) Management Discussion and Analysis Report

ii) Report on the Corporate Governance.

iii) Practising Company Secretarys certificate regarding Compliances of conditions of Corporate Governance.

DIRECTORS :

Mr. Cesar Menzes and Mr. Somnath Priolkar retire from the Board of Directors by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for re-appointment,

Mr. Cesar Menezes who is the Managing Director of Wallace Pharmaceuticals Ltd, is a leading Industrialist of Goa. He has wide range of expertise in all departments of the organization. He has also traveled worldwide and this has added to this marketing skills which will be of immense help to any exporting Company.

Mr. Somnath Priolkar is a Arts and Law graduate from Mumbai University. He has worked as the head of Accounts and Finance in the Company for about 13 years. He has wide range of experience and expertise of service in different departments of Government of Goa and the Economic Development Corporation, Goa.

AUDITORS :

M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are eligible for re-appointment and have expressed their willingness to serve if re-appointed.

PARTICULARS OF EMPLOYEES:

The statutory statement regarding the employees of the Company as required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies Particulars of (Employees) Rules 1975 and as amended in from time to time forms an integral part of this report, However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the information relating to the statement of particulars of employees, Any shareholder interested in obtaining the particulars may inspect the same at the registered office of the Company or write to Company Secretary for a copy. The Employee relations continue to be very cordial,

INDUSTRY STRUCTURE:

The Ophthalmic Industry as a whole is classified under the "Chemical and Allied Products" CAPEXIL. However, the Industry can be classified as Health Care as it involves Eye rectification process which is a part of Health Care/Pharmaceutical Industry.

The Ophthalmic Glass Industry is very small compared to other Industries, has only limited players in the world, Globally the Industry is based in Europe who are the prime suppliers of raw material for the lenses, though China has picked up marketable share in the recent time due to its manufacturing advantages. In India, market is full of small and tiny unorganised players and is mostly concentrated in North India.

THREATS AND OPPORTUNITES:

With the advent of China as a major manufacturing source, the threats is from cheaper imports from China, But these products have its disadvantages also in quality compared to very high quality precision Optics being manufactured by the Company and marketed in Europe.

Though the glass market is shrinking while compared to plastic, the balance demand is getting concentrated with a few low cost players in developing countries. This is also aggravated due to the explosion of cost of manufacturing in Europe. This trend has started ana will continue in the forcible future. Big Optical Companies in Europe and USA are depending more on your Company for requirement of mineral lenses.

RISKS AND CONCERNS:

The Company is exposed to risks from market fluctuations, foreign exchange fluctuations and interest rates. The Companys revenues are mostly in foreign exchange. Changes in the exchange rates of the important currencies in the world will have an impact in the earnings of the Company,

Though the Companys imports are in Euro, the Companys exports are primarily in Euro and Dollar and the Company has natural hedge of 70% to 80% foreign currency risk, The other risks faced by the Company are due to changes in fashion, eye-rectification surgery and very cheap light weight Plastic lenses.

OUTLOOK

The immediate prospect in the Company are bright but with continued efforts in reducing manufacturing cost and concentrating on high value items, the Company was able to survive in the highly competitive Industry, To increase its revenue, the Company also floated an associate Company through which it will be disposing its non exportable surplus of high quality lenses in the domestic market,

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY;

The Company has appropriate internal control system for business processes, with regard to efficiency of operations, financial reporting, compliance with applicable laws and regulations etc. Clearly defined roles and responsibilities down the line for all managerial positions have been institutionalised, All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively, The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

CAUTIONARY STATEMENT:

Estimates and expectations stated in this Management Discussion and Analysis may be forward-looking statements within the meaning of securities laws and regulations. Actual results could differ materially from those expresses or implied. Important factors that could make a difference to your Companys operations include economic conditions, affecting demand/supply and price conditions in the domestic and International markets, changes in the Government regulations, tax laws, other statutes and other incidental factors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENT:

The Directors would like to express their gratitude for the patronage and support received from employees at all levels, clients, suppliers, central. State and Local government Agencies, Banks and all other stakeholders for the confidence reposed on the Company Management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Place : Mapusa-Goa. K.G. GUPTA Date : 27th August, 2005 CHAIRMAN


Mar 31, 2003

The Directors are pleased to present their 21st Annual Report and the Audited Accounts of the year ended 31st March, 2003,

FINANCIAL RESULTS:

The salient features of the Company's financial results for the year under review are as under:

2002-2003 2001-2002

a) Profit before Interest, Depreciation & Taxes 2,50,79,101 2,19,76,492

b) Less : Interest 40,68,782 52,21,705 c) Profit before Depreciation & taxes 2,10,10,319 1,67,54,787 d) Less : Depreciation 56,93,739 52,49,829 e) Profit before Taxes 1,53,16,580 1,15,04,958 f) Profit after taxes 1,15,16,040 1,04,58,958 g) Less : Prior Period Adjustment. 20,31,797 51,550

h) Add : Balance of profit brought forward from previous year, 30,59,611 15,33,399

i) Profit available for appropriation was 1,25,43,854 1,20,43,907 Which your Directors have appropriated as under to:

i) General Reserve 40,00,000 40,00,000 ii) Proposed Dividend on Equity Shares 46,85,757 49,84,296

TOTAL 86,85,757 89,84,296 Leaving a Balance to be carried forward 38,58,097 30,59,611

Pursuant to provision of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm :

a) that in preparation of Annual Accounts, applicable accounting standards have been followed;

b) that the Directors have applied sound accounting policies and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that the Directors have taken 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

d) that the Directors have prepared the Annual Accounts on a "going concern" basis.

DIVIDEND :

The Directors have recommended a dividend of 10% per equity share on 41,53,580 Equity shares of Rs. 10/- each for the financial year ended 31st March, 2003. which, if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders whose names appear in the Register of members as on 24th September, 2003,

OPERATIONS :

Company's performance during the year under review was good. The Company produced during the year 23,58,775 pieces of Ophthalmic lenses as against 19,48,041 produced in the previous year showing an increase of 21%. More stress was given to value-added items and the sales for the year reached the level of Rs, 1869.72 lacs as compared to Rs. 1331,67 lacs for the previous year registering a growth of 40%.

Companies in general are facing a stiff global competition and only those who are fine tuning themselves by cutting down cost and remaining competitive are able to perform well. Company's sustained efforts in improving the quality and increase in exports to Europe have brought in good results.

Barring unforeseen circumstances, company expects to do well in the current year inspite of continued slackness in demand of glass lenses in comparison to plastic lenses, adverse dollar/rupee exchange position and increase in value of Euro as most of the imports are from Europe. This is being off set to some extent by increasing exports to Europe.

QUALITY :

The Company has successfully adopted the Concept of Total Quality Management in its manufacturing process and in other operations. The same is in its final stages of implementation.

SOCIAL RESPONSIBILITY:

Social Responsibility forms an integral part of Company's goals. To achieve this prime objective the company has and will continue its efforts in this area with greater vigour.

These includes establishing student Scholarship for the children of employees , declared and paid during Independence Day. Also the Company has taken up and completed the full electrification and beautification of primary school in Colvale Panchayat to discharge Company's responsibility towards society.

ASSOCIATE COMPANY :

The Company has made substantial investment in its associate company GKB Vision Ltd. It is heartening to know that in the second year of its operation GKB Vision Ltd reached a healthy turnover of Rs.12.30 crores and has broken even in profits. The Company has started producing mineral progressive lenses for the first time in India and they have been well received by the customers all over the world. GKB Vision Ltd has also started selling its products in Indian market and is well on its way to achieve the desired goals set by the Promoter Company.

SUBSIDIARY IN GERMANY:

The establishment of company's fully owned subsidiary in Germany in 1998 was a turning point in creating a strong market base in Europe. Europe has become prime market of Company's products and exports to European market stands at all time high of over 10 crores in 2003 against 3 crores in 98-99. In terms of percentage, Company's exports to Europe during the year under review comprised 56.68% against 36,37% in 98-99. The Company is now supplying lenses to world's top Ophthalmic lens companies and is rated as one of the best lens manufacturer in the world.

FUTURE PROSPECTS :

For last two decades the company has been engaged in production and export of mineral lenses. The demand for mineral lenses is going down and it is important to diversify in other areas. International market has been main stay of the Company so far. The management wishes to keep focus on exports but would like to expand and diversify its. operations to enter into the big Indian market. India is emerging as one of the fastest growing economy and it is right time for the Company to venture into domestic operations. There are certain projects under consideration and at the right opportunity Company will embark into domestic operation either directly or through an associate Company.

CORPORATE GOVERNANCE :

The requirement of compliance with the Code of Corporate Governance as per the clause 49 of the Listing Agreement forms a part of this Annual Report as per the following.

i) Management Discussion and Analysis Report

ii) Report on the Corporate Governance.

iii) Auditor's certificate regarding Compliances of conditions of Corporate Governance.

DIRECTORS :

Mr. R. K. Gupta and Mr. Gaurav Gupta retire from the Board of Directors by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for re-appointment.

Mr. Vikram Gupta, whose appointment as a Whole Time Director has come to on end and has been recommended by the Board for re-appointment on new set of terms and conditions.

Mr. R. K. Gupta a Chartered Accountant is 68 years old and has experience of 40 years in International Banking and Corporate Finance activities. He has not been associated with any other Company.

Mr. Gaurav Gupta, a post graduate in Computer Science from USA, is 31 years old and has on experience of 7 years in the Ophthalmic Lens Industry.

Mr. Gaurav Gupta is also a Director in GKB Vision Limited, GKB Marketing Services (P) Ltd. and Mega Motion Infotech (P) Ltd,

AUDITORS:

M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are eligible for re-appointment and have expressed their willingness to serve if re-appointed.

PARTICULARS OF EMPLOYEES :

The statutory statement regarding the employees of the Company as required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies Particulars of (Employees) Rules 1975 and as amended in from time to time forms an integral port of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the information relating to the statement of particulars of employees. Any shareholder interested in obtaining the particulars may inspect the same at the registered office of the Company or write to Company Secretary for a copy.

The Employee relations continue to be very cordial.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENT:

The members of the Board wish to place on record their appreciation of the contribution of employees at all levels, customers, suppliers, central. State and Local government Agencies, Banks and all other shareholders for the confidence reposed on the Company Management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa-Goa. K.G. GUPTA Date : 9th August, 2003 CHAIRMAN

ANNEXURE TO DIRECTOR'S REPORT

ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULE 1988 AND FORMING PART OF THE DIRECTOR'S REPORT FOR THE YEAR ENDED 31ST MARCH, 2003.

A. CONSERVATION OF ENERGY

The Company's policy towards energy conservation is that energy saved is energy produced. The Company has considerable focus on different ways and means to check the energy waste, optimum use and energy saving in different areas of production. The specific areas where this was followed are

i) Regular monitoring of consumption of energy in all forms by the maintenance department.

ii) Regular and preventive maintenance of machinery at frequent intervals and

iii) Extensive use of instrumentation engineering and protective devices.

B. TECHNOLOGY ABSORPTION (PARTICULARS AS PER FORM B)

Research and Development (R&D)

1. Specific areas in which R & D is carried out by the Company.

(a) R&D efforts of the Company are directed towards sustaining quality control and improvement and upgradation of existing products by various tests and checks.

(b) In-house development of machineries to balance and improve capacity utilisation.

(c) Import substitution by development of some critical machinery components/spares which otherwise had to be imported.

(d) The Quality Control/Assurance deportment has successfully carried out transport damage tests to ascertain and rectify the damage to lenses during exports.

2. Benefit derived as a result of above R&D:

Import substitution, lesser rejections, product improvement and reduction in capital expenditure.

4. Expenditure on R & D (Rs. in lacs)

a) Capital 1.70 b) Recurring 1.16 c) Total 2.86

d) Total R&D expenditure as per percentage of total turnover: 0.15%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption, adaptation and innovation:

The ophthalmic technology we have adapted is best suited in our conducts and it is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing innovations and developments in the Company's line and range of products.

2. Benefit derived as a result of the above efforts:

Product quality improvement, cost reduction and import substitution.

3. Information regarding technology imported during the last 5 years,

a) Technology imported : Prolaser Lensometer b) Year of import : 2000-01 c) Has technology been fully absorbed : No

d) If not fully absorbed, arrears where this has not taken place, reason thereof and future plans of action. :

The machinery is not functioning. There are basic technical problems with the machine and the matter has been referred to the solicitors of the Company in Israel to recover the value of machinery from the suppliers. However the supplier company has also become bankrupt and is wound up. The matter is pending with the liquidator of Pro-Laser Company.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO.

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

Please refer to para captioned " Operations" and "Future Prospects" of the main report.

b) Total foreign exchange earned and used : Rs. in lacs

i) Earning from export of goods etc : 1845.28 ii) Used for import, expenses etc. : 1311.38 NET EARNINGS : 533.90

Detailed information on foreign exchange earning and outgo is given in Notes on Accounts. Schedule `L' item nos 21(F), (G)&(H)

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mapusa-Goa, K.G. GUPTA Date : 9th August, 2003 CHAIRMAN


Mar 31, 2002

Your Directors are pleased to present their 20th Annual Report and the Audited Accounts of the company any (or the year ended 31st March, 2002.

FINANCIAL RESULTS:

The salient features of the Companys financial results for the year under review are as under:

2001-2002 2000-2001

a) Profit before Interest, Depreciation & Taxes 2,19,76,492 2,45,58,343

b) Less: Interest 52,21,705 48,00,655

c) Profit before Depreciation & Taxes 1,67,54,787 1,97,57,688

d) Less: Depreciation 52,49,829 47,86,087

e) Profit before Taxes 1,15,04,958 1,49,71,601

f) Profit after Taxes 1,04,58,958 1,41,71,601

g) Less: Prior Period Taxation & other Adjustment (Net). 51,550 65,111

h) Add: Balance of profit brought forward from previous year. 15,33,399 14,19,603

i) Profit available for appropriation was 1,20,43,907 1,55,26,093

Which your Directors have appropriated as under to:

i) General Reserve 40,00,000 85,00,000

iii) Proposed Dividend on Equity Shares 49,84,296 49,84,296

ii) Tax on Proposed Dividend - 5,08,398

TOTAL 89,84,296 1,39,92,694

Leaving a Balance to be carried forward 30,59,611 15,33,399

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby state and confirm :

a) that in preparation of Annual Accounts, applicable accounting standards have been followed;

b) that the Directors have applied sound accounting polices and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit of the Company for the year;

c) that the Directors have taken 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

d) that the Directors have prepared the Annual Accounts on a "going concern" basis.

DIVIDEND:

Yours Directors have recommended a dividend of Rs. 1.20 per equity share on 4 1,53,580 Equity shares of Rs. 10/- each for the financial year ended 31st March 2002, which, approved at the forthcoming Annual General Meeting will be paid to all those Equity Shareholders whose names appear in the Register of members as on 26th September, 2002.

Direct outgo of the dividend to be paid is Rs. 49.84 lacs. In respect of the shares held in electronic form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

OPERATIONS:

Companys performance during the year under review was satisfactory. The Company produced during the year, 19,48,041 pieces of Ophthalmic lenses as against 23,96,232 produced in the previous year. Net export sales for the year amounted to Rs. 1331.67 lacs as compared to Rs. 1260.37 lacs for the previous year. Companys profit before tax for the year under review was Rs. 115.05 lacs as compared to Rs. 149.72 lacs for the previous year. Until year before last your company being a 1 00% Export Oriented Unit, was exempt from corporate tax. From the year 2000-2001 onwards, it has been brought undertax bracket, but in a phased manner.

Our main marketing continues to be Europe which is now taking 50% of share of out total turnover. This has geared up the production department to optimum quality levels and initial investment and expenses on quality upgradation have resulted in lower profit margins.

The year under review was satisfactory as compared to the turbulent world market position. In spite of the adverse conditions worldwide, your Company has maintained the present level of operations. This must be understood in the light of heavy cancellation of our orders after 11th September, 2001 from our US and South American customers. To add to this the Company has also maintained its leadership position as one of the top manufacturers and exporters of quality Ophthalmic lenses in the country due to concentrated efforts for Strengthening its productivity. The Company has been in ire forefront of this industry due to optimum utilisation of capital, manpower and other resources at its disposal.

CURRENT YEAR:

The Companys vigilant efforts are resulting in better performance during the current year, and the turnover is expected to rise by 50% in the current year. The appreciation of Companys products by customers in particular, is gradually increasing the demand and as per the latest figures available the Company is all set to Cross an annual turnover of Rs. 2000 Lacs in the current fiscal. The Current year is expected to be the beginning of better prospects of the Company in the long run.

PROJECTS:

The Company has plans to extend its operations and have taken up a new shed adjacent to the current factory of the area of 1656 sq.mtrs. This will not only allow the Company to conduct its operations smoothly, but also will allow it to utilise its full capacity in the coming years. The Company also has plans to add to its present set of Plant and machineries, new and most sophisticated machineries, which will not only reduce rejections and cost, but also will increase the quality of the products of the company, which in turn will allow the Company to maintain its reputation as the supplier of high quality mineral lenses at reasonable cost in the world market.

DEMATERIALISATION OF EQUITY SHARES:

Equity Shares of the Company are admitted for dematerialisation on National Securities Depository Limited and Central Depository Services (India) Limited in May, 2002. The shareholders have now an option to demat their shares.

So far 29,61,205 shares out of a total of 41,53,580 have been demoted, which constitutes about 71.30% of the total number of shares of the Company. The Company expects that in the coming years more and more shareholders will utilise the benefits of demoting of shares.

CORPORATE GOVERNANCE:

The requirement of compliance with the code of Corporate Governance as per the clause 49 of the Listing Agreement would apply to the Company from next financial year.

DIRECTORS:

Mr. K. M. Gupta and Mr. B. K Gupta retire from the Board of Directors by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer them selves for re-appointment

Mr. Somnath Priolkar and Mr. Cesar Menezes who were appointed as additional directors by the Board of directors cease to be directors at the end of the coming Annual General Meeting and since the Company has received notices proposing their candidature for the office of Director, the same is placed before the members.

AUDITORS:

M/s. Borkar & Muzumdar, the Auditors of the Company, retire, are eligible for reappointment and have expressed their willingness to serve if re-appointed.

PARTICULARS OF EMPLOYEES:

The statutory statement regarding the employees of the Company as required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies Particulars of (Employees) Rules 1975 and as emended in from time to time forms an integral part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the information relating to the statement of particulars of employees. Any shareholder interested in obtaining the particulars may inspect the same at the registered office of the Company or write to Company Secretary for a copy. The Employee relations continue to be very cordial.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is annexed and forms an integral port of this report.

ACKNOWLEDGEMENT:

The members of the Board wish to place on record their appreciation of the contribution of employees at all levels, customers, suppliers and all other stakeholders towards the performance of the Company during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS K.G.GUPTA Place: Mapusa-Goa. CHAIRMAN Date: 30th August, 2002.

ANNEXURE TO DIRECTORS REPORT

ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2002.

A. CONSERVATION OF ENERGY

The Company follows energy conservation with considerable focus and commitment. A lot of tests and checks were undertaken by the maintenance department of our Company during the year to reduce wastage of power and other forms of energy. No further investment on conservation of energy is contemplated at this stage. The measures of conservation adopted by the Company include :

i) Regular monitoring of consumption of energy in all forms,

ii) Regular and preventive maintenance of machinery and

iii) Extensive use of instrumentation and protective devices.

B. Technology Absorption (Particulars are perform B) Research and Development (R&D)

1. Specific areas in which R & D is carried out by the Company.

(a) R&D efforts of the Company are directed towards quality control and improvement and upgradation of existing products.

(b) In-house development of machinery to balance and improve capacity utilization.

(c) Import substitution by development of some critical machinery components/spares which otherwise had to be imported.

2. Benefit derived as a result of above R&D:

Import substitution, Product improvement and reduction in capital expenditure..

3. Future Plan of Action :

Special Emphasis on R & D with a view to keeping abreast with the new developments /innovations in the optical line of products, indigenisation of certain high value critical components and adopting and assimilating them at minimum cost.

4. Expenditure on R& D (Rs. In lacs)

a) Capital 0.81

b) Recurring 0.81

c) Total 1.62

d) Total R&D expenditure as a percentage of total turnover :0.12%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption, adaptation and innovation:

a) The ophthalmic technology we have adapted is best suited in our conducts and it is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing innovations and developments in the Companys line of products.

2. Benefit derived as a result of the above efforts:

Product quality improvement, cost reduction and import substitution.

3. Information regarding technology imported during the last 5 years.

a) Technology imported:

1. Vacuum Coating Machine

2. Prolaser Lensometer

b) Year of import:

1. 1996-97

2. 2000-01

c) Has technology been fully absorbed:

1. Yes

2. No

d) If fully absorbed, arrears where this has not taken place, reason thereof and future plans of action: No

1. N.A

2. The machinery is not functioning. There are basic technical problems with the machine and the matter has been referred to the solicitors of the Company to recover the value of machinery from the manufacturers.

C) FOREIGN EXCHANGE EARNING AND OUTGO.

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

Please refer to para captioned "Current year" and "Project" of the main report.

b) Total foreign exchange earned and used : Rs. in lacs

i) Earnings from export of goods etc. : 1,321.67

ii) Used for import, expenses etc. : 807.55

NET EARNINGS : 514.12

Details information on foreign exchange earning and outgo is given in Notes on Accounts. Schedule M item nos 12(F) (G) &(H)

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Place: Mapusa-Goa. K. G. GUPTA Date: 30th August, 2002. CHAIRMAN


Mar 31, 2001

Your Directors are pleased to present their 19th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2001.

FINANCIAL RESULTS :

The salient features of the Company's financial results for the year under review are as under:

2000-2001 1999-2000

a) Profit before Interest, Depreciation & Taxes 2,45,58,343 2,22,01,215

b) Less: Interest 48,00,655 42,87,198

c) Profit before Depreciation & Taxes 1,97,57,688 1,79,14,017

d) Less: Depreciation 47,86,087 44,08,780

e) Profit before Taxes 1,49,71,601 1,35,05,237

f) Profit after Taxes 1,41,71,601 1,35,05,237

g) Less: Prior Period Adjustment 65,111 46,503

h) Add: Balance of profit brought forward from previous year 14,19,603 59,60,871

i) Profit available for appropriation was 1,55,26,093 1,94,19,605 Which your Directors have appropriated as under to:

i) General Reserve 85,00,000 1,30,00,000

ii) Proposed Dividend on Equity Shares 49,84,296 45,45,456

iii) Tax on Proposed Dividend 5,08,398 4,54,546

TOTAL 1,39,92,694 1,80,00,002

Leaving a Balance to be carried forward 15,33,399 14,19,603

Pursuant to provision of Section 217(2AA) of the Corn ponies Act, 1956, the Directors hereby state and confirm :

a) that in preparation of Annual Accounts, applicable accounting standards have been followed;

b) that the Directors have applied sound accounting polices and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Prof it of the Company for the year;

c) that the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Corn ponies Act, 1956 for safeguarding the assets of the Company; and

d) that the Directors have prepared the Annual Accounts on a "going concern" basis.

DIVIDEND

Yours Director have recommended a dividend of Rs. 1.20 per equity share on 41,53,580 Equity shares of Rs. 10/- each for the financial year ended 31 st March 2001, which, if approved at the forth coming Annual General Meeting, will be paid to all those Equity Shareholders whose names appear in the Register of members as on 26th September, 2001.

Direct outgo of the dividend to be paid and the tax thereof is Rs. 54.93 lacs. 'in respect of the shares held in electronic form, the dividend will be paid details furnished by National Securities Depository Limited end Central Depository Services (India).

Company's performance during the year under review was satisfactory, the Company produced during the year, 23,96,232 pieces of Ophthalmic lenses as against 21,74,819 produced in the previous year. Net export sales for the year amounted to Rs. 1260.37 lacs as compared to Rs. 1234.50 lacs for the previous year. Company's prorfit before tax for the year under review was Rs. 149.72 lacs as compared to Rs. 135.05 lacs for the previous year. Until last year your company being a 100% Export Oriented Unit, was exempted from corporate tax. From the year under review onwards, it has beers brought under tax bracket but in a phased manner. The year has started on a positive note and the outlook is encouraging. To sustain its leadership position as one of the top manufacturers and exporters of Ophthalmic lenses in the country and to further strengthen its productivity, the Company plans to focus on optimum utilisation of capital and manpower.

The Company is vigilant and looks for opportunities that would add value. The Current year is expected to be a good one barring unforeseen contingencies.

PROJECTS :

The Company had launched a new project for manufacture of progressive and specialised aspheric and bifocal lenses. A new Company, GKB Vision Limited was set up to implement the project with foreign collaboration. Your Company has transferred the new factory building constructed at Pilerne Industrial Estate to GKB Vision Ltd., and have invested in the shares of the Company in lieu of the transfer. The project has been completed in record time and commercial production started in july, 2001, much before the scheduled date.

DEMATERIALISATION OF EQUITY SHARES :

Equity Shares of the Company are admitted tor demateriaiisation on National Securities Depository Limited and Central Deoository Services (India) limited in May 2001. The shareholders have now an option to demat their shares.

The requirement of compliance with the code of Corporate Governance as per the clause 49 of the Listing Agreement would apply to the Company from the next financial year.

DIRECTORS :

Mr. R. K. Gupta and Mr. Gaurav Gupta retire from the Board of Directors by rotation in accordance with the provisions of the Articles of Association or the Company and being eligible offer themselves for re-appointment.

M/s. Borkar & Muzumdar, who are our Auditors for the present retire at the conclusion of the ensuing Annual General Meeting. The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s. Borkor & Muzumdar have offered themselves for reappointment.

INDUSTRIAL RELATIONS :

The Directors wish to place on record their appreciation of the dedication and commitment of the employees for the achievements of the Company during the year under review. Their unstinted support hove been and continues to be a key fact or to your Companys ongoing success.

PARTICULARS OF EMPLOYEES :

The statutory statement regarding the employees of the Company as required by the provisions of Section 217(2A) of Companies Act, 1956 read with Companies Particulars of (Employees) Rules 1975 and as amended in 1990 is annexed and forms an Integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

A statement giving details of conservation ot energy, Technology absorption, foreign exchange earnings and outgoing accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of porticulors in the Report of Board of Directors) Rules 1988 is annexed and forms an integral part of this report.

ACKNOWLEDGEMENT :

The Directors thank all the Company shareholders, customers, dealers, suppliers, bankers and business associates for the continued support and confidence reposed in the Company management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

K.G.GUPTA CHAIRMAN

Place : Mapusa-Goa. Date : 31 August, 2001.

ANNEXURE TO DIRECTORS' REPORT

ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF THE DIRECTORS'REPORT FOR THE YEAR ENDED 31 MARCH, 2001.

A. CONSERVATION OF ENERGY

The Company has adopted all the possible measures of energy conservation. No further investment on conservation of energy is contemplated at this stage. The measures of conservation adopted by the Company include :

i) Regular monitoring of consumption of energy in all forms.

ii) Regular and preventive maintenance of machinery and

iii) Extensive use of instrumentation and protective devices.

B. Technology Absorption (Particulars are perform B) Research and Development (R&D)

1 . Specific areas in which R& D is carried out by the Company.

(a) R&D efforts of the Company are directed towards quality control and improvement and upgradation of existing products.

(b) In-house development of machinery to balance and improve capacity utilization.

(c) Import substitution by development of some critical machinery components/spares which otherwise had to be imported.

2. Benefit derived as a result of above R&D :

Import substitution and Product improvement.

3. Future Plan of Action :

Emphasis on R & D with a view to keeping abreast with the new developments/innovations in the Company's line of product and adopting and assimilating them of minimum cost.

4. Expenditure on R& D (Rs. In lacs)

a) Capital - 1.60

b) Recurring - 0.73

c) Total - 2.33

d) Total R&D expenditure as a percentage of total turnover : 0.18%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption, adaptation and innovation:

a) The technology we have adapted is best suited in our conducts and it is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing innovations and developments in the Company's line of products.

2. Benefit derived as a result of the above efforts :

Product improvement, cost reduction and import substitution.

3. Information regarding technology imported during the last 5 years.

a) Technology imported : 1. Vacuum Coating Machine

2. Prolaser Lensometer

b) Year of import : 1. 1996-97

2. 2000-01

c) Has technology been fully absorbed : 1. Yes 2. No

c) FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

Please refer to para captioned " Current year" and "Project" of the main report.

b) Total foreign exchange earned and used : Rs. in lacs

i) Earnings from export of goods etc. : 1,260.37

ii) Used for import, expenses etc. : 960.64

NET EARNINGS : 299.73


Mar 31, 2000

The Directors present with great pleasure their 18th Annual Report and the Statement of Accounts for the year ended 31st March, 2000.

FINANCIAL RESULTS :

The salient features of the Company's financial results for the year under review a re as under:

1999-2000 1998-99

a) Profit before Interest, Depreciation & Taxes 2,22,01,215 1,48,02,497

b) Less : Interest 42,87,198 59,62,036

c) Profit before Depreciation & taxes 1,79,14,017 88,40,461

d) Less : Depreciation 44,08,780 39,21,362

e) Profit before Taxes 1,35,05,237 49,19,099

f) Profit after taxes 1,35,05,237 49,19,099

g) Less : Prior Period Adjustment. 46,503 -

h) Add : Balance of profit brought forward from previous year. 59,60,871 10,41,772

i) Profit available for appropriation was 1,94,19,605 59,60,871

Which your Directors have appropriated as underto :

i) General Reserve 1,30,00,000 -

ii) Dividend on Equity Shares 45,45,456 -

iii) Tax on Dividend 4,54,546 -

TOTAL 1,80,00,002 -

Leaving a Balance to be carried forward 14,19,603 59,60,871

DIVIDEND :

Company has paid an Interim Dividend of Rs. 1.20 per equity share as declared by your Directors in the Board Meeting held on 31.03.2000. Payment of dividend including tax on dividend entailed an outflow of Rs. 50.00 lacs. Yours Directors do not recommend a final dividend and propose that the interim dividend already paid be considered as the dividend for the year 1999-2000.

OPERATIONS :

The year under review ended on a positive note, the Company having achieved significant improvement in production, sales and net profit.

The Company produced 21,74,819 pieces of Ophthalmic lenses during the year as compared to 16,36,741 pieces produced in the previous year - an increase of 33%. Export sales also registered an increase of 39%, which rose to Rs. 1234.50 lacs as compared to Rs. 885.00 lacs in the previous year. Net profit for the year review stands at Rs. 132.00 lacs as compared to Rs. 49.19 lacs earned in the previous year - an increase of 164%. The improvement in performance, is mainly due to the measures company initiated in the past to increase its customer base, cut cost and improve quality of its products.

The Company has succeeded to great extent in carving out a place of its own in the global market for optical goods, particularly in Europe and neighboring markets, despite fierce competition.

CURRENT YEAR :

The outlook is promising. The export market has shown signs of recovery. Orderbook position is also encouraging.

The Company has been trying to make its presence felt more in export markets in and around Europe and has achieved a good measure of success. The Company participates in the Optical Trade Fairs regularly, in order to keep itself informed of the new developments and make its presence felt in the Optical world.

We had set up a Company, i.e GKB Ophthalmics GmbH (GmbH) in Bremen Germany to cater to the needs of our buyers abroad more effectively. In the accounting year 1998, the Company being in infancy stage, faced some problems and as a result incurred loss. In the year 1999, GmbH improved its performance having achieved an impressive sale of DM 19,32,250.20 as compared to DM 2,85,715.19 in the previous year. It incurred a marginal loss of DM 4,216.12 in 1999. Also GmbH has contributed significantly to the growth in sales achieved and profit earned by the parent Company i.e GKB Ophthalmics Ltd.

PROJECTS :

The Company has launched a new project for manufacture of progressive and specialised aspheric and bifocal lenses. These type of lenses were so far imported and your Company is bringing in technology to make them in India. A new subsidiary by name GKB Vision Limited has been registered in July' 2000. The project will come up at Pilerne Industrial Estate, Bardez-Goa and will go on stream by January, 2001. Machinery is being imported from Germany which will start arriving in Goa by October/November, 2000. The project cost is estimated to be Rs. 4.5 crores and will have a production capacity of 6,00,000 pairs per year. Most of the production will be exported to Europe and our German subsidiary will play an important role in marketing the products of the new Company.

DIRECTORS :

Mr. B. K. Gupta and Mr. K.M. Gupta retire from the Board by rotation, in accordance with the provisions of the Articles of Association of the Company and being eligible, offer themselves for reappointment.

Dr. Gyanendra Nath Agrawal resigned from the Board of Directors during the year under review. The Board placed on record its appreciation of services rendered by Dr. Agrawal during his tenure of Directorship.

AUDITORS :

M/s. Borkar & Muzumdar, who are our Auditors for the present retire at the conclusion of the ensuing Annual General Meeting. The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s. Borkar & Muzumdar have offered themselves for reappointment.

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. There was good understanding and harmony between the management and the workers.

PARTICULARS OF EMPLOYEES

The statutory statement regarding the employees of the Company as required by the provisions of Section 217 (2A) of Companies Act, 1956 read with Companies (Particulars of (Employees) Rules 1975 and as amended in 1990 is annexed and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors), Rules 1988 is annexed and forms an integral part of this report.

STATEMENT UNDER CLAUSE 32 OF THE LISTING AGREEMENT

The statement containing details as required under clause 43 of the Listing Agreement with the Stock Exchanges is appended hereto and forms part of this report.

ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2000.

A. CONSERVATION OF ENERGY

The Company has been endeavouring since inception to conserve energy. All the available measures of energy conservation have been already adopted. No further investment on conservation measures is contemplated at this stage.

B. Technology Absorption (Particulars are perform B)

Research and Development (R&D)

1. Specific areas in which R & D is carried out by the Company.

The product we manufacture and export is Ophthalmic lenses of glass. In its manufacture what matters the most is the quality of the material and precision. Our R&D effort therefore extends to all the areas of manufacturing process.

2. Benefit derived as a result of above R&D :

Import substitution and Product improvement.

3. Future Plan of Action :

Emphasis on R & D with a view to keeping abreast with the new developments/innovations in the Company's line of product and adopting and assimilating them of minimum cost.

4. Expenditure on R & D

a) Capital Rs. 1.15

b) Recurring Rs. 1.91

c) Total Rs. 3.06

d) Total R&D expenditure as a percentage of total turnover : 0.25 %

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

1. Efforts in brief made towards technology absorption, adoption and innovation :

a) The technology we have adopted is best suited in our conducts and it is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing innovations and developments in the Company's line of products.

2. Benefit derived as a result of the above efforts :

Product improvement, cost reduction and import substitution.

3. Information regarding technology imported during the last 5 years.

a) Technology imported : 1. Vacuum Coating Machine

b) Year of import : 1996-97

c) Has technology been fully absorbed : Yes

d) If not fully absorbed, arrears where : N.A this has not taken place, reason thereof and future plans of action.

C) FOREIGN EXCHANGE EARNING AND OUTGO.

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans :

Please refer to para captioned "Current year" and "Project" of the main report.

b) Total foreign exchange earned and used : Rs. in lacs

1) Earnings from export of goods etc : 1,234.50

ii) Used for import, expenses etc : 590.71

NET EARNINGS 643.79


Mar 31, 1999

Details cannot be disclosed as information is taken from 1999-2000 Annual Report.


Mar 31, 1997

The Directors present with great pleasure their 15th Annual Report and the Statement of Accounts for the year ended 31st March, 1997,

FINANCIAL RESULTS

The salient features of the Company's financial results for the year under review are as under :

1996-97 1995-96 a) Profit before Interest Depreciation & Taxes 1,86,79,260 2,03,10,386

b) Less : Interest 74,77,622 54,30,287

c) Profit before Depreciation & taxes 1,12,01,638 1,48,80,099

d) Less : Depreciation 29,69,718 28,80,045

e) Profit before Taxes 82,31,920 1,20,00,054

f) Less : Provision for Taxes 10,61,918 -

g) Profit after Taxes 71,70,002 1,20,00,054

h) Add : Balance of profit brought forward from Previous year 8,04,539 3,79,455

i) Profit available for appropriation was 79,74,541 1,23,79,509

Which your Directors have appropriated as under to :

i) General Reserve 5,00,000 70,00,000

ii) Proposed Dividend on Equity Shares 59,10,420 45,74,970

iii) Tax on Proposed Dividend 5,91,042 -

TOTAL 70,01,462 1,15,74,970

Leaving a Balance of to be carried forward 9,73,079 8,04,539

DIVIDEND

The Directors recommend payment of dividend at 15%. The dividend including the tax thereon will absorb Rs. 65.01 lakhs of the distributable profit. The new equity shares allotted during the year will be entitled to dividend from 01.04.96. The Directors also recommend that Rs. 5.00 lakhs be transferred to General Reserve.

OPERATIONS

During the year under review, the Company made record production and sales. The production increased by 28% from 16,83,779 pieces of Ophthalmic lenses last year to 21,57,929 pieces this year. The sales too increased by 35% from Rs. 746.73 lacs last year to Rs. 1008.24 lacs this year. However despite the substantial increase in sales and production, there was a drop in the profit (before tax) from 120.00 lacs to 71.70 lacs. This was mainly due to the stiff competition the Company hod to face in the international market. Though the margins ore under pressure, the Company strives to maintain the level of profits steady by expanding its customer base and increasing the volume of sales.

ACHIEVEMENTS

During the year your Company received a Special Export Award for the year 1995-96 from Chemical and Allied Products Export Promotion Council (CAPEXIL) and an award for the year 1993-94 from Confederation of Export Units (CEU) for its outstanding export performance.

CURRENT YEAR

During the year under review the capacity was increased from 21,00,000 pieces to 30,00,000 pieces, With the increase in the capacity, the current year, barring unforeseen contingencies, will be a good year for the Company.

Also the Company made a public issue of its Equity shares of Rs. 10/- each at a premium of Rs. 25/- per share. Number of shares allotted from the public issue was 11,03,600, An amount of Rs. 10/- per share was paid on application and balance 25/- was called on allotment in July, 1996, As on 31.03.97, allotment money @ 25/- per share was outstanding on 3,74,200 shares. Of these, 2,13,300 shares were forfeited by the Company on 16.06,97. The Company shares are listed on Stock Exchanges at Pune, Ahmedabad, Delhi, Madras and Calcutta.

MARKETING

With the growing competition in the world market need is felt to give a better service to our buyers abroad. Steps have therefore been taken to set up a sales office in Germany. This office when set up is expected to give further boost to our sales efforts.

PROJECTS :

Expansion programme has been delayed by nine months since full funds as anticipated in the public issue have not been forthcoming, The Vacuum Coating Machine was finally installed in March'97 and has now become fully operational. Installation of supporting facilities is going on in the new factory premises and shifting of operations to new premises has been now scheduled for October'97. Target production of 33 lacs pieces per annum will be achieved once the manufacturing operations ore finally shifted to new factory.

DIRECTORS :

Mr. B. K. Gupta and Mr. K. M. Gupta retire from the Board by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible, offer themselves for reappointment.

AUDITORS :

The present auditors M/s. Borkar & Muzumdar retire as Auditors at the forthcoming Annual General Meeting. The members are requested to appoint Auditors for the current year and to fix their remuneration. M/s. Borkar & Muzumdar have offered themselves for reappointment.

INDUSTRIAL RELATIONS :

The Company continued to maintain good Industrial relation during the year. There was harmony and good understanding between the management and the workers in all the fields. But for the devotion and hard work of the employees, the Company could not have achieved the record production during the year under report. The Directors therefore convey their appreciation to all the employees of the Company for their individual and collective contribution to the Company's achievements.

PARTICULARS OF EMPLOYEES :

The Statutory statement regarding the employees of the Company as required by the provision of Section 217 (2A) of Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 and as amended in 1990 is annexed and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms an integral part of this report.

STATEMENT UNDER CLAUSE 43 OF THE LISTING AGREEMENT

The statement containing details as required under clause 43 of the Listing Agreement with the Stock Exchanges, is appended hereto and forms part of this report.

ANNEXURE TO DIRECTORS' REPORT

ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF THE DIRECTOR'S REPORT FOR THE YEAR 31ST MARCH, 1997.

A. CONSERVATION OF ENERGY

The Company had already taken and implemented energy conservation measures wherever possible. During the year the Company has replaced an old generator and streamlined the preventive maintenance system as a measure of cost reduction, No additional investment is contemplated at this stage.

B. Technology Absorption (Particulars as per form B)

Research and Development (R & D)

1. Specific areas in which R & D is carried out by the Company.

During the year the Company has imported a Vacuum Coating Machine with State-of-the-Art technology for coating lenses, Officers of the Company were given training by the suppliers abroad for operating the machine. The machine is in operation since April'97. In addition to this R & D efforts for quality control and improvement and upgradation of existing production, the Company continues to develop in house critical machinery and components as a measure of import substitution.

2. Benefit derived as a result of above R & D

Import substitution and Product improvement.

3. Future Plan of Action

Emphasis on R & D with a view to keeping abreast with the new developments/innovations in the Company's line of product and adapting and assimilating them at minimum cost.

4. Expenditure on R & D

a) Capital Rs. 0.79 lacs

b) Recurring Rs. 0.40 lacs

c) Total Rs. 1.19 lacs

d) Total R & D expenditure as a percentage of total turnover : 0.12%

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

1. Efforts in brief made towards technology absorption, adaption and innovation :

The technology we have adapted is best suited in our conditions and it is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing/adapting innovations and developments in the Company's line of products.

2. Benefit derived as a results of the above efforts :

Product improvement cost reduction and import substitution.

3. Information regarding Technology imported during the last 5 years.

a) Technology imported : 1. Vacuum blocking and deblocking of blanks. 2. Automatic Chamfering Lenses 3. Vacuum Coating Machine

b) Year of Import : 1. 1992-93 2. 1993-94 3. 1996-97

c) Has Technology been fully absorbed : Yes.

d) If not fully absorbed, areas where this has not taken place, reason there of and future plans of action : N.A.

C) FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans :

Please refer to para captioned "Current Year" and "Projects" of the main report.

b) Total foreign exchange earned and used :

Rs. in lacs

i) Earnings from export of goods. etc . : 955.80 ii) Used for import, expenses etc. : 722.36*

NET EARNINGS 233.44

* Inclusive Rs, 117.99 lacs spent on import of capital goods.

Detailed information on foreign exchange and outgo is given in Notes an Accounts. Schedule 'L.' item nos 9 (E), (F) & (G).


Mar 31, 1996

The Directors present with great pleasure their 14th Annual Report and the Statement of Accounts for the year ended 31-3-96.

DIVIDEND :

Your Directors recommend payment of dividend at 15% subject to deduction of tax at source. The dividend will absorb Rs. 45.75 lakhs of the distributable profit. Your Directors also recommend that Rs. 70 lakhs be transferred to General Reserve.

OPERATIONS :

During the year under review. the Company produced 16,83,379 Ophthalmic lenses representing 80% capacity utilization as against 15,55,719 lenses produced last year. The expansion programme was implemented phase wise, the capacity having been raised from 18.00 lakhs pieces of Ophthalmic lenses to 21 lakhs pieces by March, 1996 end. During the year, the Company sold 15,64,964 pieces of lenses of the value of Rs. 746.73 lakhs against 14,35,203 pieces of the value of Rs. 655.91 lakhs last year, registering an increase of 13.84 percent.

ACHIEVEMENTS:

Your Company received the award for outstanding export performance from the Confederation of Exporting Units (CEU) for the year 1993-94. Also the Company was awarded a Certificate of Merit by the Chemicals and Allied Products Export Promotion Council (Capexil) for the year 1994-95. Your Directors expect to win awards from both CEU and Capexil for the year 1995-96 as well.

CURRENT YEAR:

During the year under review the capacity was increased to 21,00,000 pieces. The expansion programme is going on and by the end of the current year the Company has planned to increase the capacity to 33.00 lacs pieces. With the substantial increase in the capacity and order book position satisfactory, the current year, barring unforseen contingencies, will be a goad year for the Company.

Also, your Company made a public issue of its Equity Shares of Rs.10/- at a premium of Rs. 25/- in April 1996. 1091800 equity shares have been allotted on 03.07.96 and the allottees have been asked to pay allotment money @ 25/- per share by 20.08.96. The amount paid on application was Rs. 10/- per share for applicants other than promoters and firm allottee. The Shares of your Company are listed on Stock Exchanges at Pune, Ahmedabad, Delhi, Caclutta and Madras. The proceeds of the public issue will be utilized to complete the second and last phase of the expansion programme.

MARKETING

A 100% E.O.U. as it is your Company is relentlessly on a watch out for opportunities in the global market and to keep up its image, or rather to enhance it further in the world of optics. With this end in view, the Company actively participates in trade fairs, exhibitions, etc both at home and abroad. During the year under review the Company participated in Silmo Trade Fair held at Paris, from 20-10-95 to 23-10-95. Trade fair at Dubai World Trade Centre between 07-01-96 to 10-01-96 and Expo Vision Fair at Delhi in February '96. The Company is planning to start its office overseas to strengthen further its marketing base.

PROJECTS :

Having successfully made a public issue of its shares, at a premium of Rs. 25/- recently, the Company is pursuing further its expansion programme and the same will be completed during the current year. As a part of the expansion programme the Company has placed an order for a new Lens Coating Machine at cost of 150 lacs, approx. which is expected to be installed by October'96. New building at Pilerne Industrial Estate is nearing completion. The Single Vision Unit of the Company will be shifted to the new premises in phases during the year.

DIRECTORS :

Mr. P. K. Gupta retires from the Board and being eligible offers himself for reappointment.

AUDITORS

The Auditors M/s.Borkar & Muzumdar, Panaji, retire as Auditors at the conclusion of the ensuing 14th Annual General Meeting of the Company and are eligible for reappointment. They have expressed their willingness to serve as Auditors if reappointed.

INDUSTRIAL RELATIONS :

As in the past, your Company continued to maintain very good Industrial relations during the year. The results achieved are mainly due to the hard work put in by the employees and harmony between the management and employees at all levels. Your Directors wish to place on record their appreciation of the efforts made by the employees and their attitude in particular.

PARTICULARS OF EMPLOYEES :

The Statutory statement regarding the employees of the Company as required by the provision of Section 217 (2A) of Companies (Particulars of Employees) Rules 1975 and as amended in 1990 is annexed and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

A statement giving details of conservation energy, technology absorption, foreign exchange earnings and outgo, in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms an integral part of this report.

STATEMENT UNDER CLAUSE 43 OF THE LISTING AGREEMENT

The statement containing details as required under Clause 43 of the Listing Agreement with the Stock Exchanges, is appended hereto and forms part of this report.

ACKNOWLEDGEMENT:

The Board of Directors express their appreciation of the valuable support and co-operation extended to the Company by the Economic Development Corporation of Goa, Daman & Diu Ltd., its Bankers, State Bank of India and all its business associates and customers.

ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 1996.

A. CONSERVATION OF ENERGY

a) Your Company had already taken and implemented energy conservation measures wherever possible. They were :

i) Regular monitoring of consumption of energy in all forms.

ii) Regular and preventive maintenance of machinery for efficient running, optimum utilisation of machines time and reduction of losses.

iii) Extensive use of instrumentation such as Capacitor Banks and other protective devices.

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy.

Since the Company had already taken adequate conservation measures, wherever possible, there are no major areas left where further energy conservation measures could be taken. The company has therefore made no additional investment during the year for reduction of energy consumption. However energy conservation is an on going process in the Company. Efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

c) Impact of (a) and (b) above for reduction of energy consumption and subsequent impact on the cost of production of goods.

Use of energy is being closely monitered and efforts are on to find ways and means of optimizing utilization of the available energy. Measures already adopted by the Company have yielded good result.

B. Technology Absorption (Particulars as per form B)

Research and Development (R & D)

1. Specific areas in which R & D is carried out by the Company.

(a) R & D efforts of the Company are directed towards quality control and improvement and upgradation of existing products.

(b) In House development of machinery to balance and improve capacity utilization.

(c) Import substitution by development of some critical machinery components spares which otherwise had to be imported.

2. Benefit derived as a result of above R & D : Import substitution and Product improvement.

3. Future Plan of Action

Emphasis on R & D with a view to keeping abreast with the new developments/innovations in the Company's line of product and adapting and assimilating them at minimum cost.

4. Expenditure on R & D

a) Capital Rs. 0.41 b) Recurring Rs. 0.33 c) Total Rs. 0.74 d) Total R & D expenditure as a percentage of total turnover : 0.10%

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

1. Efforts in brief made towards technology absorption, adaption and innovation:

a) The technology we have adapted is best suited in our conditions and it is absorbed in full. The Company is however on look out for ways and means to improve its productivity further by introducing/adapting innovations and developments in the Company's line of products.

2. Benefit derived as a results of the above efforts Product improvement. cost reduction and import substitution.

3. Information regarding Technology imported during the last 5 years.

a) Technology imported : 1. Vacuum blocking and deblocking of blanks. 2. Automatic Chamfering Lenses

b) Year of Import : 1. 1992-93 2. 1993-94

c) Has Technology been fully absorbed : Yes.

d) If not fully absorbed, areas where this has not taken place, reason there of and future plans of action : N.A.

C. FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans :

Please refer to para captioned "Current Year" and "Projects" of the main report.

b) Total foreign exchange earned and used : Rs. in lacs

i) Earnings from export of goods. etc (FOB value) 680.21 ii) Used for import, expenses etc. 498.15 ------ NET EARNINGS 182.06

Detailed information on foreign exchange and outgo is given in Notes on Accounts, Schedule 'L', item nos. 12 (E), (F) & (G).

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