Directors Report of Opto Circuits India Ltd.

Mar 31, 2018

The Board is pleased to present the 26th Annual Report on the business and operations of Opto Circuits (India) Limited, together with the Audited Financial Statements of your Company for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS : (Rs. in Lakhs)

Particulars for the year ended March 31st	STANDALONE		CONSOLIDATED
	2018	2017	2018	2017
I. Revenue from operations	6,346.46	5,038.01	22,836.29	21,529.19
II. Other Income	24.57	16.99	120.76	69.51
III. Total Income ( I II)	6,371.03	5,055.00	22,957.05	21,598.70
Expenses
Cost of materials consumed	2,763.93	2,252.60	10,300.64	9,311.31
Purchase of stock in trade	-	-	114.92	600.70
Changes in inventories of FG, WIP & Stock in trade	6.42	(270.31)	(30.06)	13.29
Employee benefit expenses	766.06	820.53	3,624.94	3,877.01
Finance cost	136.32	785.21	575.99	1,707.14
Depreciation & Amortisation Expenses	906.04	879.45	1,258.70	1,603.40
Other Expenses	791.75	735.09	3,623.38	5,368.04
IV. Total Expenses	5,370.52	5,202.56	19,468.51	22,480.88
V. Profit /(Loss) before exceptional items and tax ( III-IV)	1,000.51	(147.56)	3,488.54	(882.18)
VI. Exceptional items	-	36,256.56	(160.29)	49,867.30
VII. Profit /( Loss) before tax ( V-VI)	1,000.51	(36,404.13)	3,648.83	(50,749.48)
VIII. Tax Expenses
1) Current tax	-	-	89.43	81.29
2) Deferred tax	-	-	0.43	0.29
IX. Profit /(Loss) for the period from continuing operations (VII-VIII)	1,000.51	(36,404.13)	3,558.98	(50,830.48)
X. Profit /(Loss) from discontinued operations	-	-	-	-
XI. Tax expenses of discontinued operations	-	-	-	-
XII. Profit /(Loss) from discontinued operations after tax ( X-XI)	-	-	-	-
XIII. Profit/(loss) for the period ( IX XII)	1,000.51	(36,404.13)	3,558.98	(50,830.48)
XIV. Other Comprehensive Income/(loss)
a) Items that will not be reclassified subsequently to profit/loss	-	-	-	-
b) Items that will be reclassified subsequently to profit/loss	-	-	-	-
XV.Total Comprehensive income for the year (XIII XIV)	1,000.51	(36,404.13)	3,558.98	(50,830.48)
Profit for the year attributable to:
Shareholders of the company	1,000.51	(36,404.13)	3,462.16	(51,007.24)
Non-Controlling Interests	NA	NA	96.82	176.76
Earnings Per Equity Share Basic	0.39	(15.02) (15.02)	1.34	(21.05)
Diluted	0.39		1.34	(21.05)

COMPANY’S PERFORMANCE ON STANDALONE BASIS

Standalone total revenue was at Rs.6,346.46 Lakhs for the financial year ended 31st March 2018 as against Rs.5,038.01 lakhs for the corresponding financial year ended March 31, 2017, a incline of 26 %. Standalone profit/ (loss) after tax for the financial year ended 31st March 2018 is at Rs.1,000.51 lakhs as against ‘(36,404.13) lakhs for the corresponding period financial year ended March 31, 2017. Earnings per share for the year ended 31st March 2018 is at Rs.0.39 Basic.

ON CONSOLIDATED BASIS

Consolidated revenue is at Rs.22,836.29 lakhs for the financial year ended 31^st March 2018 as against Rs.21,529.19 lakhs for the corresponding period of financial year 2017. Consolidated profit after tax for the year ended 31^st March 2018 is at Rs.3,558.98 lakhs, as against ‘(50,830.48) lakhs for the corresponding period of financial year 2017. Earnings per share for the year ended 31^st March 2018 is at Rs.1.34 Basic,

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31^st March 2018.

TRANSFER OF RESERVE

Your Directors have decided to retain the entire amount of Rs.1,000.51 lakhs in retained earnings.

CHANGES IN SHARE CAPITAL

There is no change in the authorized share capital of the Company.

During the year under review, issued and paid up capital stood revised as under:

As per the terms approved by the Share holders at their 25^th Annual General Meeting held on September 05, 2017, The Board of director of the company at their meeting held on 23^rd November 2017 has allotted 4,51,75,999 Equity shares of Rs.10/ each issued at a price of Rs.15/- per share (3,66,01,318 Eq. shares under stock swap basis (other than cash) and 85,74,681 Eq. Shares against loan conversion) to other than promoters on a preferential basis in accordance with provisions specified under Chapter VII of SEBI (ICDR) Regulations, 2009.

Consequent to above Preferential Allotment the Paid up Capital is revised as under;

Issued & paid up capital
Before allotment	Rs.242,31,94,070/- consisting of 242319407 equity shares of face value of Rs.10/- each fully paid.
After allotment	Rs.287,49,54,060/- consisting of 287495406 equity shares of face value of Rs.10/- each fully paid.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

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

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

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

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year under review, the Company continues to have Nine (9) direct subsidiaries. In accordance, with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is appended as Annexure -A to the consolidated financial statement and hence not repeated here for the sake of brevity.

The policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http//www.optoindia.com/pdf/0CIL%20-20on%20Material%20Subsidiariesx.pdf

There has been no material change in the nature of the business of the subsidiaries.

CONSERVATION OF ENERGY

Your Company does not fall under the category of power intensive industries. However, sustained efforts are taken toreduce energy consumption. The organization is an ISO 14001 certified Company which is an international Environmental Management System Standard. The Environmental policy ofyour Company aims at conservation of natural resources and minimization of pollution.

FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company earned Rs.5599.53 Lakhs in foreign exchange in the year under review.

Foreign Exchange outflow was Rs.2284.34 Lakhs.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There were no employees, who were in receipt of more or employed part of Rupees One Crore Two Lakhs or more or employed part of year and in receipt of remuneration in excess of Rupees Eight Lakhs Fifty Thousand or more, a month, under information as per Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information on Disclosures pertaining remuneration and other details as required under Section 197(12) of the Act,read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the practicing company Secretary confirming compliance with the conditions of corporate governance is attached to the report on corporate governance.

DIRECTORS’ RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS).

YOUR DIRECTORS STATE THAT

a) In the preparation of the Annual Accounts for the year ended March 31, 2018 the applicable accounting standards have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on the going concerns basis.

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

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

LISTING OF SECURITIES

Your Company’s Equity Shares continue to remain listedon BSE Limited and the National Stock Exchange of India Limited., Your Company has paid the listing fees as payable to the BSE Limited and the National Stock Exchange of India Limited., for the financial year 2018-19.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS APPOINTMENT

Based on recommendations of Nomination and Remuneration Committee the Board appointed Ms.Rangalakshmi Srinivasa (holding DIN: 08145970) as an additional Director in the category of Independent Director, with effect from June 06, 2018.

RETIREMENT

Mr. Jayesh Chandrakant Patel ( DIN:01338843) was appointed as a Director of the Company on 3rd April 2000. He is liable to retire by rotation at the 26th Annual General Meeting. Due to his pre-occupation he expressed his desire not to seek re-appointment. The Board places on record its appreciation for the long years of guidance, support and advise rendered by Mr. Jayesh Chandrakant Patel.The vacancy caused by his retirement is not proposed to be filled up in this meeting.

None of the Independent Directors will retire at the ensuing Annual General Meeting.

At the 23rd Annual General Meeting held on December 31st 2015, Dr. Suleman Adam Merchant (DIN:00475410), was appointed as an Independent Director of the Company to hold office till the conclusion of Annual General Meeting to be held in year 2018. The term of Dr.Suleman Adam Merchant as an Independent Director, comes to an end on conclusion of ensuing 26th AGM.

Due to his pre-occupation he expressed his desire not to seek re-appointment for the second term as an Independent Director of the Company.The Board places on record its appreciation for the guidance, support and advise rendered by Dr.Suleman Adam Merchant, during his tenure as an Independent Director of the Company.

The Company has received notices under section 160 from Member, along with the requisite deposit, signifying intention to propose appointment of Ms.Rangalakshmi Srinivasa. Accordingly, necessary resolutions are being placed for approval of the Members at the 26th Annual General Meeting of the Company.

The Directors seek your support in confirming the appointment of Ms.Rangalakshmi Srinivas as Director in capacity of an Independent Director of the company in the ensuing Annual General Meeting.

RESIGNATION

Dr.Suchitra Misra (DIN: 02254365) resigned as Non Executive Director with effect from close of business hours of April 01, 2018.

The Board places on record contributions made by Dr.Suchitra Misra during her tenure as Director.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from Independent Directors that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and the provisions of Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligation sand Disclosure Requirements) Regulations, 2015.

TRAINING OF INDEPENDENT DIRECTORS.

To familiarize the new inductees with strategy operations and functions of our Company, Senior Managerial personnel make presentations on Company’s strategy, organization structure, products, technology, quality, facilities. Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his or her role, function, duties.

Based on the confirmation received, none of the Directors are disqualified for being appointed/reappointed as directors in terms of Section 164 the Companies Act, 2013.

During the year under review, no stock options were issued to the Directors of the Company.

POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION

Your Company has in place, the Nomination Remuneration and Evaluation Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Director and other matters provided under sub Section (3)of Section 178 of the Companies Act, 2013. The Policy also contains the evaluation frame work as stipulated under SEBI Listing Regulations, 2015 which mandates that the Board shall monitor and review the Board evaluation frame work. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and as per Guidance Note on Board Evaluation issued by the Securities Exchange Board of India, During January 2017.

MEETING OF THE BOARD

Eight Meetings of the Board of Directors were held during the year. For further details, please refer Corporate Governance section in this Annual Report.

COMMITTEES OF THE BOARD

Currently, the Board has Five Committees: Audit and Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stake holders Relationship Committee and Finance Committee.

A detailed note on the composition and scope of the Committee is provided under the Corporate Governance Section in this Annual Report.

AUDITORS

At the 25^th Annual General Meeting held on September 05, 2017, members have approved the appointment of M/s. B.V. Swamy & Co., Chartered Accountants, Bengaluru, as Statutory Auditors of the Company.

M/s. B.V. Swamy & Co., Statutory Auditors holds office till the conclusion of the Annual General Meeting to be held in the year 2020.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment^) for the time being in force).

SECRETARIAL AUDITOR

The Board has appointed Mr. Vijayakrishna K.T., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed here with marked as Annexure 1 in the Form of MR 3 to this Report. The Board of Directors of the Company here by furnish following explanations and clarifications with respect the observations made by the Secretarial Auditors in their report dated August 31, 2018 under the heading observations in points (a) to (e). (a & c) Due to technical issues in making the requisite returns, digitally signing the same and uploading, delays occurred in filings of certain returns/ and updating registers. Extreme levels of care and caution will be exercised to ensure that such delays do not occuragain.

b) The Company has provided loans to Advanced Micronic Devices Limited, a subsidiary, which is making efforts to revive its business operations. The Company will ensure to comply with Section 185 of the Companies Act, 2013.

c) The Company will ensure & take corrective action to strengthen Secretarial standards & certain provisions of the Act.

d) Extreme levels of care and caution will be exercised to ensure that such delays do not occur again.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The disclosure of Related Party transactions as required under Section 134(3)(h) of Companies Act, 2013 in Form AOC 2 is annexed here with marked as Annexure 2.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link http://www.optoindia.com/pdf/OCIL - Policy on Related Party Transaction.pdf

Your Directors draw attention of the members to Note No.33 to the financial statement which sets out related party disclosures.

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

The particulars of loans, guarantees, and investments have been disclosed in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on Corporate Social Responsibility activities of the Company is given in Annexure3 to this report.

Due to non-availability of profits, the Company was not required to spend any amount on CSR activities during the financial year 2017-18.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promoters ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism and whistle blower policy under which the employee are free to report violations of applicable laws and regulations and the code of conduct, to chief vigilance officer and Audit and Risk Management Committee of the Board. The Company further confirms that no personal have been denied access to the Audit and Risk Management Committee.

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

POLICY ON DISCLOSURE OF MATERIAL EVENT SAND INFORMATION

Your Company has adopted the Policy on Disclosure of Material Events and information, in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to determine the events and information which are material in nature and are required to be disclosed to the Stock Exchanges.

The said policy is available on the website of the Company at http://www.optoindia.com/pdf/OCIL - Policy on Disclosure of Material Event and Informationx.pdf

POLICY ON PRESERVATION OF DOCUMENTS AND RECORDS

Your Company has adopted the policy on Preservation of Documents and Records in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the Company complies with the applicable document retention laws, preservation of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any law/rule/regulation. The policy also provides for the authority under which the disposal/ destruction of documents and records after their minimum retention period can be carried out.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed here with as Annexure 4 to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS

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

SECRETARIAL STANDARD

The Company compliances with all applicable Secretarial Standards.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

a. During the year 2017-18, unclaimed Dividend for financial year 2009-10 Rs.6,75,905/- was transferred to the Investor Education and Protection Fund (“IEPF”), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Authority”).

b. During the year 2017-18, 23,562 Equity Shares in respect of which dividend has not been claimed for the final dividend declared in financial year 2009-10 was transferred to the IEPF Authority pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules thereunder.

RESPONSE TO AUDITORS OBSERVATIONS

The Board of Directors of the company furnish following response to the Qualifications/ observations made by the Auditors in their Report dated April 30, 2018 for the Standalone Financial Statements and Consolidated Financial Statements.

RESPONSE TO AUDITORS OBSERVATION ON STANDALONE FINANCIAL STATEMENTS

The Board of Directors of the Company response to the Qualifications/ observations made by the Auditors in their Report dated 30^th April 2018 for the Standalone Financial Statements under the heading Basis for Qualified Opinion in points [a] to [e.] and Response to Emphasis of Matter [1] & [2]]

RESPONSE TO QUALIFIED OPINION:

a-i] Receivables:

The Debtors represent the export bills receivables discounted with the banks and we are pursuing the same with the respective debtors for recovery; Meanwhile, we have also sought the requisite approvals for Write off of the said Receivables over 36 months [Rs.222.50 Crores] as per the Regulatory requirements with the respective AD banks and also taken up the same with RBI, while we have made a provision for write off the said amounts being considered Doubtful book debt in our Audited Financial Statements.

a-ii] Payables:

With regard to the payables over 3 years, the company had taken up with the vendors and addressed certain inadequacies in the quality specifications with respect to the materials supplies by these vendors and the negotiations are underway to sort these out to arrive at a mutually acceptable settlement. The Company is following up this matter.

b] Investment in subsidiary- Opto Cardiac Care Ltd [OCCL]

b-i] Auditors’ Observation is Noted .

b-ii] The company has taken up the matter with the Hon’ble City Civil Court in Bangalore, Karnataka and obtained Mandatory Injunction against DBS Bank Ltd.

Further The Company also made a claim of USD 160.82 Million against DBS Bank Ltd vide its letter dated 24^th January, 2017 and this claim is part of the above petition filed before the Hon’ble City Civil Court, Bangalore by the Company, and that the matter is sub-judice. The Company has also informed all the other lender Banks in the above matter.

The Company also has lodged a compliant with The Ombudsman, RESERVE BANK of INDIA, Bangalore and also with Debt Recovery Tribunal -2 [DRT-2] Bangalore on the company’s claim against DBS Bank Ltd. DRT Bangalore had sought response / explanations from DBS Bank Ltd in this matter.

Further since the litigation is pending before the US Bank ruptcy Courts and that the Company is seeking appropriate legal relief to protect the rights of the share holders. Your company will take a decision to impair the investments when these legal cases are settled.

c] Bank Borrowings-NPA-Negotiated Settlement/ OTS etc:

c-i] Auditors Observation with respect to NPA on bank borrowings noted.

c-ii] With Bank of Nova Scotia Ltd the company has submitted proposal for One Time Settlement which was rejected by the bank. Thereafter Bank of Nova Scotia also has sought legal remedy for recovery of debt under the provisions of SARFAESI Act and the management had offered ‘options’ inter alia among others to have the said security [viz 250 acres of Landed property in our SEZ, Hassan belonging to one of its subsidiary company, viz Opto Infrastructure Ltd] disposed off to appropriate towards the loan dues / or repay the dues through offers from prospective buyers/ investors in the said SEZ to liquidate the loan. Response from the bank is awaited.

c-iii] With HDFC Bank Ltd, the company has submitted proposals for Restructuring of the loan portfolio and that the company has offered to repay the entire dues [NO OTS] in 5 years & 3 months time frame and the negotiations with the bank are in the final stage.

As regards the Winding Up petitions filed or moved by HDFC Bank Ltd and Bank of Nova Scotia Ltd before the Hon’ble High Court, Karnataka, the company has filed its objections and also copies of the Settlement Proposals [OTS] / or Restructuring of the liabilities before the Hon’ble High Court Karnataka, Bangalore and the company is pursuing the matter through its Legal Counsels.

In the meanwhile, at the last hearing before the Hon’ble High Court Karnataka dated 27^th July 2018 on a petition by HDFC Bank for Winding Up of the Company, and as per the Directive and Speaking. Order of the Hon’ble High Court, directing the company to pay Rs.50 Lakhs within one week of the Order, the company has paid Rs.50 Lakhs on 01^st August 2018 to HDFC Bank towards the said Loan.

c-iv] With Standard Chartered Bank Ltd, [SCB] the company has already Repaid Rs.20.79 Crores in March 2017, towards part settlement of the Negotiated Settlement and the balance of Rs.62 Crores in a phased manner [3 years time] which is approved by the bank [SCB], being Agreement for Negotiated Settlement dated 06^th March 2018 and that the company had commenced the repayment program as per the Negotiated Settlement Agreement .

c-v] With State Bank of India, the Company has submitted a Proposal for Compromise Settlement after protracted meetings and discussions for Rs.70 Crores and that the company had already repaid Rs.7 Crores as Up front money in SBI’s designated No Lien Account as per the requirements of the bank [SBI] and the balance Rs.63 Crores in 4 quarterly rests. Final Approval from SBI is awaited .

d] Observations of the Auditors is noted. Meanwhile, The Company is taking efforts with a Resurgence & Revival plan to revive the operations and will take stand on this matter during the course of the current financial year.

e] Impairment of Assets-AS 36

The Company continues to battle and survive amidst absence of working capital assistance, in view of the aforesaid facts, while trying its best & managing to repay the banks and to keep the operations of the company running and to meet the existing order. As mentioned in para [b] as above, there is inadequate working capital funds support for sustaining the operations, the company is not able to allocate further resources for this intangible assets.

EMPHASIS OF MATTER

1] Cardiac Science Corporation USA [ CSC] & DBS Bank-Matter

Please see and refer our Response vide point [b-ii] of the Response to Auditors’ Qualified Opinion.

2] Standard Chartered Bank [SCB]

Please see & refer our Response to Auditors’ qualified opinion in para [c-iv] as above, read with our Note 14 to Audited Accounts wherein as per the said Negotiated Settlement, the differential amount of Rs.153.217 Crores had been transferred to Capital Reserve.

RESPONSE TO ANNEXURE TO THE AUDITORS REPORT[ CARO] [I] TO [XVII]

[ii] The Company has taken note of the comments by the Auditors and that the company would carryout physical verification of inventories on a half yearly basis from this financial year.

[iii] [a], [b] & [c] The Company had granted unsecured loans to its subsidiaries to meet their working capital requirements and that no interest has been charged since the company is not incurring interest costs.

[viii] with respect to the Auditors Comments and observations in para [viii-a] to the Annexure, this is noted and in future no delays would occur as we ensure compliance of the time lines for making such statutory payments.

[viii b] The said amounts or demands are disputed and we have taken up the matter with CIT Appeals and with the Hon’ble High Court and are being followed up

[ix] Please refer to our Response to Auditors’ Qualified Opinion vide para c-i to c-v as above.

[xv] During the Financial Year, the company has issued and allotted on 23^rd November 2017, 4,51,75,999 No of Equity Shares [face value of Rs.10/- per share] at a premium of Rs.5/ per Equity shares [3,66,01,318 Equity Shares under Stock swap basis (other than cash) and 85,74,681 Equity shares against loan conversion] on preferential Allotment basis to Non Promoters, aggregating to Rs.67.76 Crores, and that the Paid Up Equity Capital has enhanced from Rs.242.31 Crores to Rs.287.49 Crores [28,74,95,406 no of Equity Shares of Rs.10- each face value]

The said issue and allotment is as per the requirements of the Companies Act and wasapproved by the Stock Exchanges as per the Listing obligations provisions under Chapter VII SEBI (ICDR) Regulations, 2009 and Regulatory requirements

AUDITORS OBSERVATION ON CONSOLIDATED FINANCIAL STATEMENTS FOR FY 2017-18

The Board of Directors of the Company response to the Qualifications/observations made by the Auditors in their Report dated 30th April 2018 for the Consolidated Financial Statements under the heading Basis for Qualified Opinion in points[1.] to [12] and Response to Annexure to the Auditors Report Point [1] to [13]

RESPONSE TO QUALIFIED OPINION

1. AMDL - Non moving stock :

The company is examining the quality of non moving stock wrt to its subsidiary company, AMDL and would take appropriate action in due course ;

2. Long outstanding Receivables/ Payables

i] Receivables:

The Company is constantly pursuing these long over dues with the Debtors and that the management has taken a stand for provisioning of receivables over 36 months, aggregating to Rs.22,250 Lakhs. The company will be sought the requisite Regulatory approvals for write off of these receivables with the respective AD Banks and also with Reserve Bank of India in this respect and await response.

ii] Payables:

With regard to the payables over 3 years, the company had taken up with the vendors and addressed certain inadequacies in the quality specifications with respect to the materials supplies by these vendors and the negotiations are underway to sort these out to arrive at a mutually acceptable settlement.

2. Advanced Micronic Devices Ltd-

Noted the observation on receivables over 360 days and the company would take effective steps to recover the same wrt to the Overseas Branch of AMDL, viz US Branch and also of AMDL Indian Operations. On payables, the company has taken up with the respective creditors seeking balance confirmation and awaiting response.

3. Investment in Opto Cardiac Care Ltd.-Subsidiary- Opto Cardiac Care Ltd [OCCL]

Auditors’ Observation is Noted.

The company has taken up the matter with the Hon’ble Court in Bangalore, Karnataka and obtained Mandatory Injunction against DBS Bank Ltd.

Further The Company also made a claim of USD 160.82 Million against DBS Bank Ltd vide its letter dated 24th January, 2017 and this claim is part of the above petition filed before the Hon’ble Court, Bangalore by the Company and that the matter is is sub-judice. The Company has also informed all the other lender Banks in the above matter.

The Company also has lodged a compliant with The Ombudsman, RESERVE BANK of INDIA, Bangalore and also with Debt Recovery Tribunal -2 [DRT- 2] Bangalore on the company’s claim against DBS Bank Ltd. DRT Bangalore had sought response / explanations from DBS Bank Ltd in this matter.

Further since the litigation is pending before the US Bankruptcy Courts and that the Company is seeking appropriate legal relief to protect the rights of the shareholders. Your company will take a decision to impair the investments when these legal cases are settled.

4. Bank Borrowings-NPA-Negotiated Settlement/ OTS etc:

4-i] Auditors Observation with respect to NPA on bank borrowings noted.

4-ii] With Bank of Nova Scotia Ltd the company has submitted proposal for One Time Settlement which was rejected by the bank. There after Bank of Nova Scotia also has sought legal remedy for recovery of debt under the provisions of SARFAESI Act and the management had offered ‘options’ inter alia among others to have the said security [ viz 250 acres of Landed property in our SEZ, Hassan belonging to one of its subsidiary company, viz Opto Infrastructure Ltd] disposed off to appropriate towards the loan dues / or repay the dues through offers from prospective buyers/ investors in the said SEZ to liquidate the loan. Response from the bank is awaited.

4-iii] With HDFC Bank Ltd, the company has submitted proposals for Restructuring of the loan portfolio and that the company offered to repay the entire dues[ NO OTS] in 5 years & 3 months time frame and the negotiations are in the final stage.

4-iv] As regards the Winding Up petition by HDFC Bank Ltd and Bank of Nova Scotia Ltd before the Hon’ble High Court, Karnataka, the company has filed its objections and also copies of the Settlement Proposals [OTS] before the Hon’ble High Court Karnataka, Bangalore and the company is pursuing the matter through its Legal Counsels.

In the meanwhile, at the last hearing before the Hon’ble High Court Karnataka dated 27^th July 2018 on a petition by HDFC Bank for Winding Up of the Company, and as per the Directive and Speaking Order of the Hon’ble High Court, directing the company to pay Rs.50 Lacs within one week of the Order, the company has paid Rs.50 Lacs on 01^st August 2018 to HDFC Bank towards the said Loan.

4-v] With Standard Chartered Bank Ltd, [SCB] the company has already Repaid Rs.20.79 Crores in March 2017, towards part settlement of the Negotiated Settlement and the balance of Rs.61 Crores in a phased manner[ 3 years time] which is approved by the bank [SCB], being Agreement for Negotiated Settlement dated 06^th March 2018 and that the company had commenced the repayment program as per the Negotiated Settlement Agreement .

4-vi] With State Bank of India, the Company has submitted a Proposal for Compromise Settlement after protracted meetings and discussions for Rs.70 Crores and that the company had already paid Rs.7 Crores as Up front money in SBI’s designated No Lien Account as per the requirements of the bank [SBI] and the balance Rs.63 Crores in 4 quarterly rests. Final Approval from SBI is awaited .

5. Advance to AMDL

Advanced Micronic Devices Ltd [AMDL] -Noted.

The Company is making efforts for revival of its operations and will take stand on this matter during the course of the current financial year.

6. Impairment of Non-Current Investment/ Intangible Assets

[i] & [ii] Please refer to our response in para[e] in Opto Circuits Stand alone Response to Auditors’ Qualified Opinion.

Further as stated above, there is inadequate working capital funds support for sustaining the operations, the company is not able to allocate further resources for this intangible assets..

7. Advanced Micronic Devices Ltd -USA Branch

Advanced Micronic Devices Ltd has a branch at USA. There is no mandatory requirement for such branch audit in the USA. The company has adequate internal control systems, checks and mechanisms in place and is directly monitoring the same.

8. Advanced Micronic Systems Ltd

Noted . The company is taking effective steps to settle and clear the dues to its employees. The company is also following up the matter in the Hon’ble High Court. Un reconciled tax amount outstanding is out of the receipt of Rs.186 Lacs as Tax refund during the year.

9. Loans and Advances to Subsidiary Companies

The Company had granted unsecured loans to its subsidiaries to meet their working capital requirements and that no interest has been charged since the company is not incurring interest costs.

10. Auditors Observation is noted .

11. Please refer our Response under point 9 as above wrt to Opto Infrastructure Ltd.

12. Auditors Observation is noted . please also refer to point no 3 of our Response to Auditors qualified opinion in this respect.

EMPHASIS OF MATTER

1] Please refer Our Response to Auditors’ Qualified Opinion - vide point no 3 of the Response.

2] Please refer our Response to Auditors’ Qualified Opinion- vide point no 4[v] .

Further Please see & refer our Response to Auditors’ qualified opinion in para [c-iv] as above, read with our Note 14 to Audited Accounts wherein as per the said Negotiated Settlement, the differential amount of Rs.153.21 Crores had been transferred to Capital Reserve.

3[ A]& [B] .

Please note that the Unaudited Management Certified Financial Statements for the Financial Year 2017-18 have been incorporated in the respective Holding Companies Consolidated Financial Statements which were Audited by the respective Statutory Auditors of the Respective Holding Companies with their Reports thereto for consolidating in the Indian Listed Holding Company, viz Opto Circuits[ India] Limited.

However, Going forward, the company’s management/ Board would ensure audit of all the overseas entities/ subsidiaries and render Audited Financial Statements and Reports.

COMMENTS OF THE AUDITORS NOTE

INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

DISCLOSURE UNDER THE SEXUAL HARSSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

A policy on prevention of Sexual Harassment a work place has been released by the Company. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. Three members internal complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. No complaints pertaining to sexual harassment was reported during the year.

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedication of employees at all levels that have contributed to the growth and success of your company. Your Company also thanks all our stake holders, customers, vendors, Investors, bankers and other business associates for their continued support and encouragement during the year.

On behalf of the Board of Directors

Vinod Ramnani Somadas GC

Chairman, Managing Director

(DIN:01580173) (DIN:00678824)

Place: Bengaluru

Date: 31^st August 2018

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Mar 31, 2015

The Board is pleased to present the 23rd Annual Report on the business and operations of Op to Circuits (India) Limited, together with the financial statements of your Company for the financial period 1st April 2014 to 31st March 2015.

FINANCIAL HIGHLIGHTS: OPTO CIRCUITS – STANDALONE

Rs, in Lacs

Particulars for the 2015 2014 year-ended March 31st

Total Revenues 14,092.24 26,110.89

Expenditure 16,036.52 20,937.86

Proft before Depreciation (19,111.48) 5,965.29

Depreciation 972.80 792.27 Proft before Tax (20,084.28) 5,173.02

Provision for Taxation 66.88 957.23

Proft for the year (20,151.16) 4,215.79

Surplus carried to Balance (20,151.16) 4,215.79 Sheet

OPERATIONS - STANDALONE

Standalone Total Revenues was at Rs, 14,092.24 lacs for the year ended 31st March, 2015 as against Rs, 26,110.89 lacs for the corresponding period of FY2014, a decline of 46.03%. Standalone Profit/(Loss) after Tax for the year ended 31st March, 2015 is at Rs, (20,151.16) lacs, as against Rs, 4,215.79 lacs for the corresponding period of FY2014.

No material changes and commitments afecting the financial position of the Company have occurred between the end of the financial year 2014-15 and the date of this report.

DIVIDENDS

Your Directors have not recommended any dividend for the year ended 31st March 2015.

TRANSFER TO RESERVES

An amount of Rs, (20,151.16) lacs is proposed to be retained in the Profit and Loss Account.

CHANGES IN SHARE CAPITAL.

Increase in Authorized Share capital. During the year under review, The Authorized Share capital of the Company was increased from Rs, 300 Crores divided into 30 Crores of Equity Shares of Rs, 10 each to Rs, 375 Crores comprising of Rs, 37.5 Crores of Equity Shares of Rs, 10 each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

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

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

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

GROUP FINANCIAL HIGHLIGHTS: OPTO CIRCUITS – CONSOLIDATED

Rs, in Lacs

Particulars for the 2015 2014 year-ended March 31st

ToTal Revenues 121,191.72 147,132.58

Expenditure 127,270.08 128,361.01

Profit before Depreciation (6,078.36) 18,771.57

Depreciation 9,455.28 7,570.14

Profit before Tax (15,533.64) 11,201.43

Provision for Taxation 171.28 2,197.43

Proft for the year (15,704.92) 9,004.00

appropriations

Proposed Dividend 0 0

Tax on Dividend 0 0

Minority Interest (67.47) (93.23)

Surplus carried to Balance (15,637.45) 9097.23 Sheet

OPERATIONS - CONSOLIDATED

Consolidated Revenue is at Rs, 121,191.72 lacs for the year ended 31st March, 2015 as against Rs, 147,132.58 lacs for the corresponding period of Financial Year 2014. Consolidated Proft after Tax for the year ended 31st March, 2015 is at Rs, (15,704.92) lacs, as against Rs, 9,004.00 lacs for the corresponding period of Financial Year 2014. Earnings per Share for the year-ended 31st March 2015 is at Rs, (6.45)(Basic).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

COMPANIES

During the year under review, company continues to have Nine (9) direct subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further, a Statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC- 1 is appended as Annexure A to the consolidated financial Statement and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.optoindia. com/pdf/OCIL-Policy on Material Subsidiaries.pdf.

CONSERVATION OF ENERGY

Your Company does not fall under the category of power intensive industries. However, sustained efforts are taken to reduce energy consumption. The organization is an ISO 14001 certified Company which is an international Environment Management System Standard. The environmental policy of your company aims at conservation of natural resources and minimization of pollution.

FOREIGN EXCHANGE EARNINGS AND OUTGO. Your Company earned Rs, 11,574.37 lacs in foreign exchange in the year under review. Foreign Exchange Outflow was Rs, 7,416.16 Lacs.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing the names of every employee employed throughout the financial year and in receipt of remuneration in excess of Rs, 60 Lakhs or more or employed part of year and in receipt of remuneration in excess of Rs,5 Lakhs or more, a month, under Information as per Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows name Mr. vinod Ramnani

Designation and Nature of Chairman and Managing Director / Duties Managerial

Rs, 5,247,024 Remuneration Received perquisites Rs, 2,623,512

Qualification and Experience Bachelor of Engineering / 36 years

Date of commencement of 08.06.1992 employment

Age 59 years

Last employment held Elekon Industries Pet Limited

Apart from above, there were no employees were covered under the above mentioned provisions. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information on Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:

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

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

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

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

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

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

LISTING OF SECURITIES

Your Company's securities are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS AND KEY MANEGERIAL PERSONNEL

Induction

On the recommendation of Nomination and Remuneration Committee, The Board appointed Ms.Suchitra Misra (DIN 02254365) as Non Executive Director with effect from March 31, 2015. We seek your support in confirming the appointment of Ms.Suchitra Misra, in the ensuing Annual General Meeting.

On the recommendation of Nomination and Remuneration Committee and Audit and Risk Management Committee, The Board appointed Mr.Venkataraman Sundar as Chief Financial Officer (CFO) and Ms.Supriya kulkarni, as Company Secretary of the Company, with effect from September 12, 2015.

RETIREMENT AND REAPPOINTMENTS As per the provisions of the Companies Act, 2013, Mr. Jayesh Chandrakant Patel (DIN:01338843), retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting. The Board of Directors recommends his appointment. None of the Independent Directors will retire at the ensuing Annual General Meeting.

The Company had appointed Mr. Suleman Adam Merchant (DIN: 00475410) as Non-Executive Director, liable to retire by rotation under the Companies Act, 1956. He is also Independent Director pursuant to Clause 49 of the Listing Agreement In terms of provisions of Companies Act, 2013, Independent Directors are not liable to retire by rotation. It is proposed to appoint the aforementioned Director as Independent Director at the AGM for a period of three years with effect from the date of the AGM.

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

MANAGING DIRECTOR.

The tenure of office of Mr. Vinod Ramnani as Managing Director expired on 31st May 2015.

Based on the recommendation of the Nomination and Remuneration Committee, your Board of Directors at its meeting held on 29th May 2015, re-appointed him as Managing Director for a period of 5 years with effect from 1st June 2015, Member's support is sought in confirming the re appointment of Mr. Vinod Ramnani, in the ensuing Annual General Meeting.

RESIGNATIONS

During the period under review, Mr.Balasubramaniam. V (DIN 01177493) Independent Director resigned with effect from December 23, 2014 and Mr. Bhaskar Bodapati Director (DIN 02210156) resigned with effect from January 09, 2015.

Mr.P V Rao Chief Financial Officer resigned with effect from May 12, 2015. Mr. Venkataraman Sundar, Company Secretary resigned with effect from September 12, 2015.

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

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

Training of Independent Directors.

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

POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION. The Nomination Remuneration and Evaluation Policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013 adopted by the Board, is appended as Annexure 1 to the Board's Report. The Policy also contains the evaluation framework as stipulated under the Clause 49 of the Listing Agreement which mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

MEETINGS OF THE BOARD

Eleven Meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page No. 32 of this Annual Report.

COMMITTEES OF THE BOARD.

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

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

AUDITORS

At the Annual General Meeting held on September 30, 2014 M/s Anand Amarnath & Associates, Chartered Accountants, Bengaluru, were appointed as Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of First proviso to Section 139 of Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Anand Amarnath & Associates, Chartered Accountants as Statutory Auditors of the Company is placed for ratification of shareholders.

The Company has received letter from the Statutory Auditors to the effect that their reappointment, if made, would be in accordance with provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board has appointed Mr. Vijayakrishna kT, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 2 to this Report. The Board of Directors of the Company hereby furnish following explanations and clarifications with respect the observations made by the Secretarial Auditors in their report dated November 18th 2015 under the heading observations in points (a) and (b):

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

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

RISK MANAGEMENT

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

Your Directors draw attention of the members to Note No.28 to the financial statement which sets out related party disclosures.

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

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

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

In terms of Section 134 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual Report on Corporate Social Responsibility activities of the Company is given in Annexure 3 to this report.

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

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

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

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure 4 to this Report.

SIGNIFICANT AND MATERIAL ORDERS.

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

AUDITORS OBSERVATIONS

AUDITORS OBSERVATION ON STANDALONE FINANCIAL STATEMENTS

The Board of Directors of the Company would like to give the following explanations and clarifications with respect to the Qualifications/ observations made by the Auditors in their Report dated 01st December, 2015 for the Stand alone Financial Statements under the heading Basis for Qualified Opinion in points [1] to [4], under Emphasis Matters in points [a] to [b] and Response to Annexure to the Auditors Report point [7]

Response to Qualified Opinion

[1] Receivables: The Company is constantly pursuing this long overdue with the debtors and that the progress is encouraging. We are confident that good progress will be made in this Financial Year.

[2] [i] Bank Borrowings-[Working Capital] Default in

Repayment:

Bank of Nova Scotia – The Bank has fled a petition in the Hon'ble High Court of karnataka for Winding up and the Company is contesting the case. The Company has also submitted a Proposal for Repayment of the Loan as approved by the Board of Directors seeking time for Repayment in a phase manner; Response from the bank to the Company's proposal is awaited.

[ii] HDFC Bank Ltd - The Bank has fled a petition in the Honeble High Court of karnataka for Winding up and the Company is contesting the case. The Company has also submitted a Proposal for Repayment of the Loan as approved by the Board of Directors seeking time for Repayment in a phase manner; Response from the bank to the Company's proposal is awaited.

[iii] State Bank of India - The Bank has issued a Notice under the SARFESAI Act for recovery of its dues from the company and also fled a petition before the Debt Recovery Tribunal, karnataka. The Company is having discussions and meetings with the bank on an 'on-going' basis with respect to the repayment of the overdoes.

[3] Advances to Advanced Micronics Devices Ltd [59% subsidiary of the Company]- Advanced Micronics Devices Ltd [AMDL]has reduced its activities in one of the SBUs in July 2015 only due to slowing down of the business and delay in collection of its Receivables. AMDL has plans to revive its Lines of Business and operations, while it has cleared all its secured debts to the banks. The Company's Board is confident of its revival which would enable the Company to recover the Advances from AMDL in a phased manner. [4] Vishakapatnam SEZ Plant- Hud-Hud Cyclone and its Impact - The Company has engaged a professional Firm of Insurance surveyor to reassess the losses and quantify the same to prefer and Resubmit an Insurance Claim with the Insurance Company and it is in an advanced stage; The Company has also assessed the quantum of the Loss to the tune of Rs, 181.40 Crores and the same was provided in December 2014 and for the Financial year ending March 2015. The Company is working with the Insurance Company towards getting its claim settled.

Response to Emphasis of Matters:

[a] Payment of Dividend- This amount represents dividends to promoters/ associates and would be paid in due course.

[b] Investment in Indian and Overseas subsidiaries - Share Certificates- As regards some of the overseas subsidiaries, including Cardiac Science Corporation, USA and Criticare Systems Inc, USA, the said Share certificate/s representing the Equity shares have been under Pledge with DBS Bank, Singapore and that the copy of the Pledge Agreement with the Bank and copies of the Share certificates have been provided. As regards, Unitex is Vascular Inc, USA the Shares are under security to Inducing Bank and that the same has been disclosed and provided. With respect to the other Overseas and Indian subsidiaries the share certificates, copies would be provided again and the same is noted. Every Investment made in Overseas subsidiary was madethro' Authorized Dealer as per FEMA/ RBI guidelines thro' ODI forms etc and all such related documentation were provided.

Response to Annexure to the Auditors Report

[7] Regarding fling of Income Tax return: The Company is in the process of fling belated return under section 139(4) of the Income Tax Act, 1961.

AUDITORS OBSERVATION ON CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of the Company would like to give the following explanations and clarifications with respect to the Qualifications/ observations made by the Auditors in their Report dated 1st December, 2015 for the Consolidated Financial Statements under the heading Basis for Qualified Opinion in points [1] to [16]

Response to Qualified Opinion

[1]Payment of Dividend: Refer point No. [a] under our reply to Auditors Standalone observations listed above. [2] Investment in Indian and Overseas subsidiaries: Refer point No. [b] under our reply to Auditors Standalone observations listed above. [3] Non-moving Stock:

[a] Advances Micronics Devices Ltd [AMDL] had reduced its activities in one of the SBUs due to slowing down of the business and slowdown in collecting its Receivables. AMDL has plans to revive its Lines of Business and operations, while it has cleared all its secured debts to the banks. The Company's Board is confident of its revival. The operations of this subsidiary is being revamped; those business lines that do not generate profit are being closed and good one pursued; the Company is continuing its efforts to dispose these stocks.

[b], [c] & [d] Non-moving stock of Op to Eurocor Healthcare Ltd, Euro or Malaysia & Eurocor Singapore: We will take a call on the quality of these stocks and take necessary action in this financial year.

[4] [a] & [b] Receivables: The Company is constantly pursuing these long over dues with the debtors and that the progress is encouraging.

[4] [c] Advances Micronics Devices Ltd [AMDL] had reduced its activities in one of the SBUs due to slowing down of the business and slowdown in collecting its Receivables. AMDL has plans to revive its Lines of Business and operations, while it has cleared all its secured debts to the banks. The Company's Board is confident of its revival. The operations of this subsidiary is being revamped; those business lines that do not generate profit are being closed and good one pursued; the Company is continuing its efforts to recover the pending receivables in phased manner. [5] Default in repayments to Banks: Refer point No. [2] under our reply to Auditors Standalone observations listed above. [6] Regarding wholly owned subsidiary Cardiac Science Corporation: Information relating to the above entity has been explained elsewhere in the Directors' Report which may please be referred to.

[7] & [8] Advances to Advanced Micronics Devices Ltd: Refer point No. [3] under our reply to Auditors Standalone observations listed above.

[9] AMDL has a branch at USA. Since there is no mandatory requirement for such branch audit in USA and also considering the cost involved, the company had deferred its audit plans of this US Branch, but, however, have instituted adequate internal control systems, checks and mechanisms in place and is directly monitoring the same.

[10] & [11] Audit of Eurocor GmbH, Eurocor Malaysia &Eurocor Singapore: We are in the process of arranging to have accounts audited and the same will be completed in the due course.

[12] Payment of Dividend from Advanced Micronic Devices Ltd to its Holding Company: The dividend will be paid in due course.

[13] Service Tax Liability in Advanced Micronic Devices Ltd: The Company will take a legal opinion and take an appropriate decision on this matter.

[14]Eurocor Malaysia and Eurocor Singapore Operations: The business in both these entities will be revived in due course.

[15] Cardiac Science Corporation and Critic are Systems Inc.: Refer to the observations made in the Directors report elsewhere.

[16] Vishakapatnam SEZ Plant: Refer point No. [4] under our reply to Auditors Standalone observations listed above.

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

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

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

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

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedication of employees at all levels that have contributed to the growth and success of your Company. Your Company also thank all our stakeholders, customers, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board



VINOD RAMNANI

Chairman & Managing Director



Place: Bengaluru

Date: 3rd December, 2015

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Mar 31, 2014

The Members,

We are pleased to present the 22nd Annual Report of OPTO CIRCUITS (INDIA) LIMITED, together with the Audited Financial Statements and the Auditor''s Report of your Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

OPTO CIRCUITS - STANDALONE OPERATIONS

Rs.in Lacs

Particulars for 2014 2013 year-ended March 31st

TOTAL REVENUES 26,110.89 69,698.08

Expenditure 20,937.86 45,210.72

Profit before Depreciation 5,965.29 25,148.51

Depreciation 792.27 661.15

Profit before Tax 5,173.02 24,487 36

Provision for Taxation 957.23 382.99

Profit for the year 4,215.79 24,104.37

Surplus carried to Balance Sheet 4,215.79 24,104.37

OPERATIONS

Standalone Total Revenues are at Rs. 26,110.89 lacs for the year ended 31st March, 2014 as against Rs. 69,698.08 lacs for the corresponding period of Financial Year 2013. Standalone Profit after Tax for the year ended 31st March, 2014 is at Rs. 4,215.79 lacs, as against Rs. 24,104.37 lacs for the corresponding period of Financial Year 2013.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year 2013-14 and the date of this Report.

DIVIDENDS

Your Directors have not recommended any dividend for the year ended 31st March 2014.

TRANSFER TO RESERVES

An amount of Rs 4,215.79 lacs is proposed to be retained in the Profit and Loss Account.

GROUP FINANCIAL HIGHLIGHTS:

OPTO CIRCUITS - CONSOLIDATED

Rs. in Lacs

Particulars for the 2014 2013 year-ended March 31st

TOTAL REVENUES 147,132.58 240,666.39

Expenditure 128,361.01 192,522.88

Profit before Depreciation 18,771.57 48,143.52

Depreciation 7,570.14 9,595.14

Profit before Tax 11,201.43 38,548.38

Provision for Taxation 2,197.43 312.19

Profit for the year 9,004.00 38,236.19

APPROPRIATIONS

Proposed Dividend 0 0

Tax on Dividend 0 0

Minority Interest (93.23) 254.72

Surplus ramed to Balance 9097.23 37,981.47 Sheet

As stipulated in the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements, together with the Auditor''s Report, thereon, form part of the Annual Report.

OPERATIONS

Consolidated Revenue is at Rs. 147,132.58 lacs for the year ended 31st March, 2014 as against Rs. 240,666.39 lacs for the corresponding period of Financial Year 2013. Consolidated Profit after Tax for the year ended 31st March, 2014 is at Rs. 9,004.00 lacs, as against Rs. 38,236.19 lacs for the corresponding period of Financial Year 2013. Earnings per Share for the year-ended 31st March 2014 is at Rs. 3.75 (Basic).

INVESTMENT BY OPTO CIRCUITS (INDIA) LTD.

As on 31st March 2014, your Company had nine direct subsidiary companies, listed as under:

SUBSIDIARY COMPANY ACCOUNTS Ministry of Corporate Affairs, Government of India, vide General CircularNo.2/2011, dated 8th February 2011, granted a general exemption from attaching various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Annual Report of the Company. However, Financial information of the subsidiary companies, as required under the said Circular, have ben furnished under "Details of Subsidiaries" forming part of the Annual Report. The Company will make available the annual accounts of subsidiary companies and the related detailed information to any investor, of holding and of subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiaries.

CONSERVATION OF ENERGY

Your Company does not fall under the category of power intensive industries. However, sustained efforts are taken to reduce energy consumption. The organization is an ISO 14001 certified Company which is an international Environment Management System Standard. The environmental policy of your Company aims at conservation of natural resources and minimization of pollution.

FOREIGN EXCHANGE EARNINGS

Your Company earned Rs. 22,867.16 lacs in foreign exchange in the year under review.

Apart from above, there were no employees were covered under the provisions of Section 217(2A)(a)(iii) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT Corporate Governance Report, and the Certificate dated 12th August 2014 from the Auditors of your Company regarding compliance to the conditions for Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are enclosed.

DIRECTOR''S RESPONSIBILITY STATEMENTS Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended 31st March 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for that financial year.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

LISTING OF SECURITIES

Your Company''s securities are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS

Mr. Jayesh Chandrakant Patel (DIN: 01338843), and Mr. Thomas Dietiker (DIN: 01424625) retires by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. The Board of Directors recommend their appointment.

Mr. Vivek Ramnani and Mr. Ashwin Khemani ceased to be an Alternative Directors of the Company with effect from 30.09.2013.

The Company had appointed Mr. Rajkumar Tulsidas Raisinghani (DIN: 01411084) and Dr.Anvay Vinayak Mulay (DIN: 01479415) as Non-Executive Directors, liable to retire by rotation under the Companies Act, 1956. These Directors are also Independent Directors pursuant to Clause 49 of the Listing Agreement.

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

Appropriate resolutions seeking your approval for the appointment of above persons as Independent Directors of the Company, forms part of the Notice calling the AGM.

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

AUDITORS

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

AUDITORS OBSERVATION

The Board of Directors of the Company would like to give following explanations and clarifications with respect the Qualifications /observations made by the Auditors in their report dated 30th May, 2014 for Consolidated Financial Statements under the heading Opinion in points (a) to (f) and under other matters.

a) Company has already paid part of the dividend; balance representing to promoters / associates is being paid in due course.

b) (i) With regard to the observations of Stock Auditors of Advanced Micronic Devices Limited: Company has assessed the entire Terminals and Multi Para Patient Monitors inventory. During the Financial year, written-off inventory was worth Rs.328.81 Lacs. Efforts are in progress to sell the remaining inventory including Terminals and Multi Para Patient Monitors.

b) (ii) & d) Advanced Micronic Devices Limited confirm that the receivables of Rs.1967 Lacs over a period of 180 days are good. Company is awaiting for certification from our principles for the powerlines and other surveys done. We expect to receive the payments before December 2014. In other cases, where there has been undue delay, Company is aggressively pursuing for the payment or return of the inventory.

c) Advanced Micronic Devices Limited has a branch at USA. Since there is no mandatory requirement for such branch audit in USA, and also considering the cost involved, the Company has deferred its Audit plans of this US branch, but however, have instituted adequate internal control systems, checks and mechanism in place and is directly monitoring the same.

e) Cardiac Science Corporation has incurred losses in F.Y 2012- 13 due to a loss making division, Cardiac Monitoring division. The same has since been hived off and the resultant losses have been cut down during F.Y.2013-14. In addition various cost cutting measures have been deployed to keep the Company running smoothly which were effective in 2013- 14. Further Parent Company support is always available for any exigency. In view of the above facts, company is of the opinion that Cardiac Science Corporation is a going concern which has been proved beyond doubt by its operations in 2014 in which year the Company has obtained FDA clearance for Powerheart AED G5 equipment.

f) Opto Eurocor Gmbh is a step down subsidiary of Opto Circuits (India) Limited. There is no specific requirement of independent audit in the country of Operations for a company of that size & operations. However adequate internal controls and systems are in place for effective monitoring by the parent Company.

Further a reference to Note 30 B of Notes to accounts refers to a provision not made for Minimum Alternate Tax. Note 30 B is self explanatory and no further explanation is needed.

Under Other Matters of Auditors Report for Consolidated Financial Statements:

The Company has step down subsidiaries in overseas and the completion of audit some times goes beyond the time required under the statutes and regulatory frame work in India, to file audited consolidated accounts by 60 days from the end of the Financial year. In this respect the Audited Financial Accounts for Cardiac Science Corporation, Criticare systems Inc and Unitexis Vascular Inc have been received subsequent to 30-5-2014. All the above step-down subsidiaries have contributed to the extent of Rs.121,293 Lacs in assets and Rs. 77,042 Lacs in Revenue.

Under annexure to Auditors report for Standalone financial statements not covered above;

The Company has made representations for waiver of Cost Audit through the relevent trade bodies, as its operations are predominantly in SEZ. The Company is confident that its representations are being heard and that the request seeking waiver of Cost Audit would be accepted.

With regard to term loan, the Company could not repay the last two instalments due to temporary liquidity issues in Quarter 4, as it has to meet statutory payments in priority. However Company is making efforts to repay the overdue instalments during the current financial year.

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedication of employees at all levels that have contributed to the growth and success of your Company. Your Company also thank all our stakeholders, customers, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board

ViNOD RAMNANI

Chairman & Managing Director

Place: Bengaluru Date: 12th August 2014

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Mar 31, 2013

To The Members,

The are pleased to present the 21st Annual Report on the business and operations of Opto Circuits (India) Limited, together with the audited financial statements and the Auditor''s Report of your Company for the financial period 1st April 2012 to 31st March 2013

FINANCIAL HIGHLIGHTS: OPTO CIRCUITS - STANDALONE

Rs.in Lacs Particulars for the 2013 2012 year-ended March 31st

TOTAL REVENUES 69,698.08 67,108.00

Expenditure 45,210.72 43,310.95

Profit before Depreciation 25,148.51 24,402.23

Depreciation 661.15 605.19

Profit before Tax 24,487.36 23,797.04

Provision for Taxation 382.99 320.51

Profit for the year 24,104.37 23,476.54

APPROPRIATIONS

Proposed Dividend 7,269.58

Tax on Dividend 1,179.31

Surplus carried to Balance 24,104.37 15,02765 Sheet

OPERATIONS

Standalone Total Revenues are at Rs. 69,698.08 lacs for the year ended 31st March, 2013 as against Rs. 67,108.00 lacs for the corresponding period of FY2012, a growth of 3.86%. Standalone Profit after Tax for the year ended 31st March, 2013 is at Rs. 24,104.37 lacs, as against Rs. 23,476.54 for the corresponding period of FY2012.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year 2012-13 and the date of this report.

DIVIDENDS

Your Directors have not recommended any dividend for the year ended 31st March 2013.

ISSUE OF PREFERENTIAL SHARES

During the year, the Company had approved to issue and allot upto 20,00,000 (Twenty Lakh) share warrants to Mr. Vinod Ramnani, promoter of the Company, on Preferential basis. Each share warrant convertible into one equity share of the Company. Pursuant to Sec 192A of the Companies Act, 1956, read with the Companies (Passing of the Postal Ballot) Rules, 2011 approval of the shareholders was sought through Postal Ballot in respect to issuance of share warrants to Mr. Vinod Ramnani, promoter of the Company. The said resolutions had been passed by the Shareholders of the Company with the requisite majority. Due to non-receipt of in-principal approval from Stock Exchange, the Company has not issued Share warrants to Mr. Vinod Ramnani.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 2,500 lacs to General Reserves out of the amount available for appropriation. An amount of Rs. 67,342.01 lacs is proposed to be retained in the Profit and Loss Account.

GROUP FINANCIAL HIGHLIGHTS: OPTO CIRCUITS - CONSOLIDATED

Rs. in Lacs

Particulars for the 2013 2012 year-ended March 31st

TOTAL REVENUES 240,666.39 237,041.59

Expenditure 192,522.88 179,955.24

Profit before Depreciation 48,143.52 57,086.35

Depreciation 9,595.14 5,462.75

Profit before Tax 38,548.38 51,623.60

Provision for Taxation 312.19 -5,716.42

Profit for the year 38,236.19 57,340.02

APPROPRIATIONS

Proposed Dividend 0 7,290.86

Tax on Dividend 0 1,18787

Minority Interest 254.72 152.07

Surplus ramed to Balance 37981.47 48,709.22 Sheet

As stipulated in the listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements, together with the Auditor''s Report, thereon, form part of the Annual Report.

OPERATIONS

Consolidated revenue are at Rs. 240,666.39 lacs for the year ended 31st March, 2013 as against Rs. 237,041.59 lacs for the corresponding period of FY2013, a growth of 1.52%. Consolidated Profit after Tax for the year ended 31st March, 2013 is at Rs. 38,236.19 lacs, as against Rs. 57,340.02 lacs for the corresponding period of FY2012 a degrowth of 33%. Earnings per Share for the year-ended 31st March 2013 is at Rs. 15.67 (Basic).

INVESTMENT BY OPTO CIRCUITS (INDIA) LTD.

As on 31st March 2013, your Company had nine direct subsidiary companies, listed as under:

Sl Name of the Company Country of % Holding No. Incorporation

1. Advanced Micronic India 59.71% Devices Ltd.

2. Opto Eurocor Healthcare Ltd. India 96.85%

3. Mediaid Inc. USA 100%

4. Ormed Medical India 100% Technology Ltd.

5. Devon Innovations Pvt. Ltd. India 100%

6. Opto Infrastructure Ltd. India 87.20%

7. Orti Cirts (Malaysia) Malaysia 100% Sdn. Bhd

8. Maxcor Life Science Inc USA 100%

9. Opto Cardiac Care Ltd. India 100%

SUBSIDIARY COMPANY ACCOUNTS

Ministry of Corporate Affairs, Government of India, in their vide General Circular No.2/2011, dated 8th February 2011, granted a general exemption from attaching various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary companies are not being attached with the Annual Report of the Company. Financial information of the subsidiary companies, as required under the said Circular, is disclosed in the Annual Report.

The Company will make available the annual accounts of subsidiary companies and the related detailed information to any investor, of holding and of subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiaries.

CONVERSATION OF ENERGY

The Company does not fall under the category of power intensive industries. However, sustained efforts are taken to reduce energy consumption. The organization is an ISO 14001 certified Company which is an international Environment Management System Standard. The environmental policy of the Company aims at conservation of natural resources and minimization of pollution.

During the year, the Bengaluru unit of the Company is using CFL lamps for general lighting purposes; this has resulted in savings of 14,000 units of electrical energy per annum. Further, the Company has also taken measures to save water; 75% of water consumed in the Company is now recycled and reused for landscaping purposes.

FOREIGN EXCHANGE EARNINGS

The Company earned Rs. 37,700.62 lacs in foreign exchange in the year under review.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended, is as follows

Ms. Usha Ramnani ceased to be an executive Director with effect from 1st March 2013.

Apart from above there were no employees were covered under the provisions of Section 217 (2A)(a)(iii) of the Companies Act, 1956.

Mr. Vinod Ramnani and Ms. Usha Ramnani, being husband and wife, are related to each other.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report, and Certificate dated 13th August 2013 from the auditors of your Company regarding compliance to the conditions for Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges are enclosed.

DIRECTOR''S RESPONSIBILITY STATEMENTS

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for that financial year.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

LISTING OF SECURITIES

The Company''s securities are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS

Mr. Thomas Dietiker, Mr. V Balasubramaniam and Dr. William Walter O'' Neill, Directors of the Company, Liable to retire by rotation in the ensuring Annual General Meeting. Mr. Thomas Dietiker and Mr. V Balasubramaniam being eligible, offers themselves for re-appointment as Directors and Dr. William Walter O'' Neill has not offered himself for re-appoinment.

Ms. Usha Ramnani ceased to be a Director of the Company with effect from 1st March 2013. Mr. Bhaskar Bodapati was appointed as an Additional Director with effect from 22nd May 2013 who would hold the office upto the date of the ensuing Annual General Meeting. Further, it is proposed to appoint Mr. Bhaskar Bodapati as a Director of the Company in the forthcoming Annual General Meeting.

AUDITORS

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

AUDITORS OBSERVATION

The Board of Directors of the Company would like to give following explanation and clarification with respect to observations made by the Auditors in their report dated 30th May 2013 in point (a) and (b) under heading Opinion

(a) The Auditors remark on the MAT is self explanatory.

(b) The Company will clear the dividend dues shortly.

The observation made under item No.11 of Annexure to the Audit Report, the Board of Directors would like to state that, the Company has made the payment subsequently.

The Board of Directors of the Company would like to give following explanation and clarification with respect to observations made by the Auditors in their Report on the Consolidated Financial Statements dated 30th May 2013 in point (c) under heading Opinion:

1. Advanced Micronic Devices Limited is working on liquidation of Terminals and Multi Para Patient Monitors, which are most slow moving and the Company is confident of liquidating the same by modifying the products in the current financial year.

2. We confirm that, receivables of Rs.1522.54 Lakhs over a period of 180 days in Advanced Micronic Devices Limited are good and the Company is confident of recovering it shortly. Cost Audit

In conformity with the directives of the Central Government contained in the Ministry of Corporate Affairs circular No.15/2011 dated 11 April 2011, as amended, the Company is accordingly required to get its cost accounting records in respect of the financial year 2012-13 audited by a Cost Auditor. The Cost Audit Report is required to be filed within 180 days from the end of the financial year. The due date for filing the Cost Audit Report for the financial year 2012-13 is 30th September 2013. The Company has not appointed Cost Auditor for the financial year 2011-12 and has not filed the cost audit report as required under above said circular.

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedication of employees at all levels that have contributed to the growth and success of the Company. We would also thank all our stakeholders, customers, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board

VINOD RAMNANI

Chairman & Managing Director

Place: Bengaluru

Date: 13th August 2013

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Mar 31, 2012

The are pleased to present the 20th Annual REPORT on the business and operations of Opto Circuits (India) Limited, together with the audited financial statements and the Auditor's REPORT of your Company for the financial period 1st April 2011 to 31st March 2012.

FINANCIAL HIGHLIGHTS:

OPTO CIRCUITS – STANDALONE

Rs. in Lacs

Particulars for the 2012 2011 year-ended March 31st

TOTAL REVENUES 67,108.00 63,927.17

Expenditure 42,705.76 38,631.26

Profit before Depreciation 24,402.24 25,295.92

Depreciation 605.19 590.62

Profit before Tax 23,797.04 24,705.30

Provision for TAXATION 320.51 267.78

Profit for the year 23,476.54 24,437.52

APPROPRIATIONS

Proposed Dividend 7,269.58 8,402.98

Tax on Dividend 1,179.31 1,395.69

Surplus carried to Balance 15,027.65 14,638.85 Sheet

OPERATIONS

Standalone Total Revenues are at Rs. 67,108.00 lacs for the year ended 31st March, 2012 as against Rs. 63,927.17 lacs for the corresponding period of FY2011, a growth of 4.98%.

Standalone profit after Tax for the year ended 31st March, 2012 is at Rs. 23,476.54 lacs, as against Rs. 24,437.52 lacs for the corresponding period of FY2011.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year 2011-12 and the date of this REPORT.

DIVIDENDS

Considering the performance of the Company and its resources to meet its future requirements, your Directors are pleased to recommend a Dividend at the rate of Rs. 3.00/- per equity share of face value Rs. 10/- for the year ended 31st March 2012.

ISSUE OF BONUS SHARES

During the year, the Company had approved the issue of Bonus Shares in the ratio of 3 equity share for every 10 fully paid-up equity share held , to the existing equity shareholders of the Company.

Pursuant to Sec 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2011, approval of the shareholders was sought through Postal Ballot in respect of amendment to the Memorandum of Association and Articles of Association of the Company for increase in Authorized Share Capital, and for Issue of Bonus Shares in the ratio of 3:10 (i.e.3 fully paid Equity share for every 10 fully paid-up Equity share held). The said resolutions had been passed by the Shareholders of the Company with the requisite majority. On 31st March 2012, as approved by the shareholders, the Board of Directors of the Company has allotted 55,919,863 bonus equity shares of Rs. 10/- each in the ratio of 3:10 (Three bonus equity share for every Ten equity shares held) to the members, whose names appeared on the Register of Members on the Record Date fixed for the purpose. The Bonus shares were listed on the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE), where the equity shares of the Company are listed.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 2,400.00 lacs to General Reserves out of the amount available for appropriation. An amount of Rs. 45,737.63 lacs is proposed to be retained in the profit and Loss Account.

GROUP FINANCIAL HIGHLIGHTS: OPTO CIRCUITS – CONSOLIDATED

Rs. in Lacs

Particulars for the 2012 2011 year-ended March 31st

TOTAL REVENUES 237,041.59 161,599.62

Expenditure 185,417.99 122,236.07

Profit before Depreciation 57,086.35 44,443.33

Depreciation 5,462.75 5,079.78

Profit before Tax 51,623.59 39,363.55

Provision for TAXATION (5,716.42) 2,508.95

Profit for the year 57,340.02 36,854.60

APPROPRIATIONS

Proposed Dividend 7,290.86 8,434.90

Tax on Dividend 1,187.87 1,409.95

Minority Interest 152.07 129.68

Surplus carried to Balance 48,709.22 26,880.07 Sheet

As stipulated in the listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements, together with the Auditor's REPORT, thereon, form part of the Annual REPORT.

OPERATIONS

Consolidated revenue are at Rs. 237,041.59 lacs for the year ended 31st March, 2012 as against Rs. 161,599.62 lacs for the corresponding period of FY2011, a growth of 47%. Consolidated profit after Tax for the year ended 31st March, 2012 is at Rs. 57,340.02 lacs, as against Rs. 36,854.60 lacs for the corresponding period of FY2011, a growth of 56%. Earnings per Share for the year-ended 31st March 2012 is at Rs. 23.6 (Basic).

INVESTMENT BY OPTO CIRCUITS (INDIA) LTD.

Sl. Country of Name of the company % holding No. Incorporation

Advanced Micronic 1. India 59.71% Devices Ltd.

2. Opto Eurocor Healthcare Ltd. India 96.85%

3. Mediaid Inc. USA 100%

Ormed Medical 4. India 100% Technology Ltd.

5. Devon Innovations Pvt. Ltd. India 100%

6. Opto Infrastructure Ltd. India 87.20%

Opto Circuits (Malaysia) 7. Malaysia 100% Sdn. Bhd

8. Maxcor LifeScience Inc USA 100%

9. Opto Cardiac Care Ltd. India 100%

SUBSIDIARY COMPANY ACCOUNTS

Ministry of Corporate Affairs, Government of India, in their vide General Circular No.2/2011, dated 8th February 2011, granted a general exemption from attaching various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, profit and Loss Accounts and other documents of the subsidiary companies are not being attached with the Annual REPORT of the Company. Financial information of the subsidiary companies, as required under the said Circular, is disclosed in the Annual REPORT. The Company will make available the annual accounts of subsidiary companies and the related detailed information to any investor of holding and of subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiaries.

GLOBAL ECONOMY AND MEDICAL DEVICES

The global economy witnessed a challenging phase in 2011- 12, characterized by instability, recession and financial crisis in Europe and US. Several major developing countries also witnessed deceleration in economic growth owing to a variety of factors including domestic policies. The Medical devices Industry covers a wide spectrum of products and encompasses everything from simple Band Aids to large and complex magnetic resonance imaging systems. Today, thousands of different kinds of medical devices are used to diagnose, treat and monitor patients in different and diverse settings, from the comforts of your home to critical care operation theaters in hospitals. Medical technology innovations have altered the healthcare delivery mechanism, aided by medical devices that constantly challenge existing paradigms and revolutionize the way treatments are administered.

Last year was also a challenging year for the medical devices industry. Austerity measures by governments across the globe, challenging regulatory environment, declining pricing, decreasing hospital admissions, procedure volume concerns, and reimbursement pressures were some of the pressures that the industry faced. Despite the uncertain public policy environment, increased regulatory and pricing pressure, the industry is poised for growth.

An ageing population, lifestyle and diet-related chronic diseases, increased life expectancy, greater focus to developing healthcare infrastructure in developing economies continue to create a demand for healthcare services and thereby for medical devices. The industry is expected to touch a staggering USD 350Bn in size, with an average growth of 5% from 2011, states the REPORT on 'Outlook for Medical devices, Espicom Business Intelligence'.

INDUSTRY DYNAMICS

Stringent regulatory and approval process continues to remain one of the key drivers of business dynamics in this industry. The companies and their products go through a rigorous process of approval, clinical trials, audits, inspections and registrations for every new market and for every product type/size. This has the potential of impacting the very performance of companies operating in this space considering it influences everything from product innovation, product pipeline to product marketing.

Innovation and new product development is the cornerstone of any medical device company and is imperative to stay contemporary in the competitive context, counter technological obsolescence, remain relevant to the needs of diverse markets and customer groups since different sensitivities exist in terms of price points and design complexity.

US continues to be the largest market for medical devices, holding in excess of 40% of the world medical device market and also creates about half of the global market demand, REPORTs Exvere Private Investment Bank.

Over the past decade, the industry has shifted focus from the traditionally lucrative developed markets to the more promising emerging markets. A NOTEworthy portion of organic activities of the companies are channeled towards building resources, both capacity and people, to expand their customer base in these high growth markets. The expansion of these emerging economies, government funding and reforms, changing consumer lifestyles, increasing penetration of medical insurance products, and a rise in awareness and disposable income, has increased the demand for quality healthcare services. This, in turn, is expected to increase the demand for medical equipment and other support services. Today, the medical devices market in the BRIC countries, alone, accounts for nearly USD 10Bn and is growing at an average CAGR of 8%.

INDUSTRY DEVELOPMENTS

Passing of the healthcare reform bill in the US: The US Supreme Court upheld the Patient Protection and Affordable Care Act which was created to address the inefficiencies of the existing US healthcare structure. The reform now brings more than 32 million uninsured Americans into the insurance net. The bill also includes an excise tax of 2.3% to be levied on the revenues of medical device sales beginning January 2013. While the industry is still analyzing the impact of this reform, at the outset it is fair to estimate that the reform while providing a fillip to revenues through an expansion in the insured customer base, could potentially be a drag on the profits of medical device companies. Revamp of the FDA approval process: In August 2010, the U. S. Food and Drug Administration (FDA) announced a set of proposals for revamping the 510 (k) device approval protocols. The proposal outlined the FDA's new vision to streamline the device review process and to make it more predictable and transparent. A detailed draft guidance which aims to provide detailed information about the current review practices for 510(k) submissions was circulated in December 2011. The FDA is currently seeking public comments on the draft guidance and, if finalized, it will replace the old documents which have long defined the approval pathway.

CONSOLIDATED BUSINESS PERFORMANCE

ANALYSIS

In FY 12, the consolidated revenues of Rs. 2,370 crores grew 47% over revenues of FY 11.

Net profit for FY 12 was Rs. 572 crores, growth of 56% over FY 11. The total assets of the consolidated group grew by 18% to Rs. 3531.26 crores.

profit and Loss account statements of FY 2011 and FY 2012 are not directly comparable because FY 2011 included the financials of entities that were acquired at different points in time during the year whereas the FY 2012 profit and loss account included the complete 12 month financials of the same entities (wholly owned subsidiaries). This could impact the understanding and analysis of line items of the profit and Loss account when a YOY(year on year) comparison is made and could impact ratios that use items from the profit and loss account.

During the year, we engaged in activities that we believe are central to defining the manner in which the group would conduct its business going forward. These activities were "Entity restructuring" where our two primary revenue segments took the form of legal entities and "Integration of our entities in the US" where a major portion of tasks that required synergizing business resources and process were executed.

In the context of the above, we believe a further discussion on specific matters relevant for 2012 would enable better understanding of our business performance.

REVISED ENTITY STRUCTURE:

As previously shared with you in the FY 11 Annual REPORT, the group undertook the "entity restructuring" where investments held in FY 11 by the ultimate parent company OCI were transferred to Opto Cardiac Care Ltd. (OCCL) and Opto Eurocor Healthcare Ltd. (OEHL) in FY 12.

The above altered the entity hierarchy from a single-level to multi-level and rendered direct subsidiaries to 9 in number as against 14 in FY 11.

The new entity structure not only altered the numbers of entities involved in the process of consolidation but also impacted the process of consolidation. In FY 12, consolidation was first done at an OCCL and OEHL level and Consolidation at the ultimate parent Opto Circuits (India) Ltd. level included 9 entities unlike the 14 in the FY11 financials. Due to this reason the 'audited' numbers for the consolidated entities OCCL and OEHL are not comparable for the prior period. Any measures /numbers/statistics provided in this REPORT at OCCL and OEHL entity level are those collated specifically and only for comparative and management REPORTing purposes.

CURRENCY DEPRECIATION IN FY 12 AND IMPACT

ON BUSINESS RESULTS:

Treatment of foreign exchange in the Financials OCI financials

Opto Circuits India (OCI), the operating parent entity domiciled in India, invoices revenues in USD and its expenses are largely transacted in the same currency with some expenses being invoiced in rupees. However, it REPORTs its financials in INR. As per Accounting Standard 11, the exchange differences, arising out of the company's foreign currency transactions & translations, are recognized in the profit and Loss Statement under the item 'Other Income'. Opto Group financials

1. The group's (OCI and its subsidiaries) operations substantially comprise currencies USD and Euro and consolidated financials are REPORTed in INR. These three currencies, therefore, become key influencers on the consolidated financial "result" for the financial year and on the "balance sheet position" as of financial year-end.

2. Owing to operations from various global locations gives rise to multi-currency cash flows and assets/ liabilities that have the potential to generate net income/loss from foreign exchange transaction/ translation.

3. At the stage where subsidiary financials are consolidated to arrive at Group financials, as per Accounting Standard 11, the non-rupee denominated financials of the entities domiciled outside India are converted into INR. The net positive or negative impact of the exchange differences are represented in the Foreign Currency Translation Reserve (FCTR), categorized under 'Reserves and Surplus' in the Balance Sheet.

AN UPDATE FROM OUR KEY ENTITIES: opto Circuits india: Opto Circuits India (OCI) offers quality and cost-effective solutions across various proprietary medical equipment technologies. In FY12, this entity contributed 28% to the group consolidated revenues and 41% to the consolidated net profit.

Concerted efforts at growing this business through focused marketing to add more long term and strategic customers has steadily borne fruit. This entity's net sales grew 11% over FY11. efforts to broad base the revenue profile of this entity across newer product and customer segments had an impact on the gross margins in the short term which in turn impacted the net profit which declined 4% over FY11. Today, OCI employs around 500 people, which accounts for 28% of the global workforce.

The entity's customer base includes an impressive lineup of multi-national companies, large US based group purchase organizations and distributors of international repute.

OCCl: With global brand salience, spanning patient monitoring to automated external defbrillators, this group of companies, services a wide variety of customers including OEMs, group purchase organizations and international distributors, across 100 countries globally. In the last year, we took decisive steps to combine back-end operations, doing away with multiple executive management structures thereby removing redundant costs. Streamlining R&D functions, sharing and distributing it across capabilities in India and US helped achieve cost efciency. We also integrated and expanded manufacturing outside the US, thereby de-risking global manufacturing abilities. Today, OCCL possesses a strong brand product portfolio, larger addressable market with the inclusion of AEDs in the portfolio, a large customer base with marquee names, backed by operational and structural efficiencies that enable increased resilience to garner business in developed and emerging markets alike.

OEHL: This entity houses recognized brands, established technology, large customer base, manufacturing abilities in emerging market geographies which are backed by innovative minimally invasive technologies and a quality manufacturing base.

Revenues for this entity grew by 46% in FY12, over the prior year due to successful forays into newer geographies alongside expanding customer base in existing geographies

CONCLUSION

Activities that the group undertook during the year gone by has provided a repositioned and dovetailed resource pool, which will going forward help the group become a more focused contender in the medical devices space. The restructured Group now has within it clearly defined entities equipped with a cohesive product portfolio, manufacturing and distribution abilities that cumulatively contribute to profit and asset goals of the group alongside addressing the challenges of growth in an increasingly competitive market.

The Company will continue to focus on improving its profitability model through its strategic manufacturing presence alongside efficient supply chain and cost management initiatives. The Company expects to sustain the momentum it has established in the developed markets and continue its aggressive emerging market penetration strategy. These initiatives hold promise of a sustained growth trajectory for the group in the years to come leading to significant value creation.

RESULTS OF OPERATIONS

PROFIT AND LOSS ACCOUNT – STANDALONE

The following table sets forth selected financial data from our audited standalone Profit and loss statement, the components of which are also expressed as a percentage of our Total income for the periods indicated:

Particulars for the year ended 2012 % of Total Income 2011 % of Total Income March 31st

INCOME

Sales 66974.17 99.80% 60320.27 94.36%

Other Income 133.83 0.20% 3606.90 5.64%

Total 67108.00 100.00% 63927.17 100.00%

EXPENDITURE

Manufacturing Expenses 38155.14 - 39300.77 -

Increase/Decrease in WIP&FG (1345.65) - (4883.49) -

Net Manufacturing Expenses 36809.49 54.85% 34417.28 53.84%

Administrative & Selling Expenses 2230.80 3.32% 1721.16 2.69%

Financial Expenses 3665.47 5.46% 2492.82 3.90%

Depreciation 605.19 0.90% 590.62 0.92%

Total 43310.95 64.42% 39221.88 61.40%

Profit before Tax 23797.04 35.46% 24705.29 38.65%

Provision for TAXATION 320.51 0.48% 267.78 0.42%

Profit after Tax 23476.54 34.98% 24437.51 38.23%

INCOME

Total Turnover

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Sales 66974.17 60320.27

Other Income 133.83 3606.90

Total income 67108.00 63927.17

Sales increase of 11% FY 2012 over FY 2011 is driven by a strong growth in the supply of consumable sales to OEM partners and for the Mediaid and Criticare brands of patient monitors.

OTHER INCOME

Other Income which was Rs. 3606.90 lakhs in FY 2011 has an income of Rs. 133.83 lakhs in FY 2012. Major components of other income comprise of income from foreign exchange fluctuations.

EXPENDTIURE

NET MANUFACTURING EXPENSES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Manufacturing Expenses 37701.89 38642.40

Less: (Inc)/Dec in WIP & (1345.65) (4883.49) Finished Goods

Factory Expenses 453.25 658.37

Total expenses 36809.49 34417.28

Total expenses as % of income 54.85% 53.84%

ADMINISTRATIVE AND SELLING EXPENSES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Administrative Expenses 899.39 677.29

Staf Expenses 825.49 664.22

Selling Expenses 505.92 379.65

Total expenses 2230.80 1721.16

Total expenses as % of income 3.32% 2.69%

FINANCIAL EXPENSES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Financial charges 3665.47 2492.82

Total 3665.47 2492.82

Total expenses as 5.46% 3.90% % of income

In FY 2012, financial expenses largely comprised interest cost on working capital. Borrowing costs driven by exchange fluctuation; has resulted in 5.46% financial expense to income FY 2012 vs. 3.90% in FY 2011.

PROFIT BEFORE DEPRECIATION, INTEREST AND TAX (PBDIT)

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Profit before Depreciation, 28067.71 27788.73

Interest & Tax profit before depreciation, 41.82% 43.47% interest & Tax as % of Total income

NET PROFIT AFTER TAx

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Net Profit after Tax 23476.54 24437.52

Net profit after Tax as % of Total 34.98% 38.23% income

The decrease of net profit after tax % is mainly due to increase in finance cost.

BALANCE SHEET - STANDALONE

Rs. in Lacs

Particulars As at March 31 As at March 31 2012 2011

EQUITY AND LIABILITIES

Share holders funds

(a) Share capital 24231.94 18639.95

(b) Reserve and surplus 97078.88 87643.22

121310.82 106283.18

Non -Current Liabilities

(a) Long term borrowing 800.40 14812.65

800.40 14812.65 Current liabilities

(a) Short- term borrowings 64124.48 56865.29

(b) Trade payables 1212.60 668.36

(c) Other current liabilities 4587.04 15910.16

(d) Short-term provisions 8523.18 9859.03

78447.30 83302.85

Total 200558.52 204398.67

ASSETS

NON-CURRENT ASSETS

(a) Fixed assets

(i) Tangible assets 7389.33 7858.79

(ii) Intangible assets 0.49 70.53

(iii) Capital work-in-progress 128.39 119.51

(iv) Intangible assets under development 0.00 0.00

7518.21 8048.83

(b) Non-current investments 38166.46 111438.91

(c) Deferred tax assets (net) 30.19 40.03

(d) Other non current assets 15468.14 4448.31

53664.80 115927.33 Current assets

(a) Inventories 26544.73 24521.44

(b) Trade receivables 25733.40 22877.69

(c) Cash and cash equivalents 4559.74 11746.40

(d) Short-term-loans and advances 82537.64 21276.98

139375.51 80422.51

Total 200558.52 204398.67

NET WORTH

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Particulars 31.03.2012 31.03.2011

Share Capital 24231.94 18639.95

Reserves & Surplus 97078.88 87643.22

Net Worth 121310.82 106283.18

The Increase in networth is Rs. 15027.65 lacs. This amount comprises of current year profit after providing for Dividend and Dividend Tax.

LOAN FUNDS

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Short Term Borrowings 64124.48 56865.29

Long Term Borrowings 1624.07 15535.47

Total loan Funds 65748.55 72400.76

The decrease in total borrowing owes to transfer of one of the bank borrowing to OPTO CARDIAC CARE LIMITED due to restructuring of subsidiaries. The short term loans comprise of working capital that has increased to fund growth in busi- ness operations.

FIXED ASSETS

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Total net Block 7518.21 8048.83

The decrease of net profit after tax % is mainly due to increase in finance cost.

RAW MATERIAL INVENTORY

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Raw Materials & Consumables 18222.35 17544.70

number of days to Consumption 176 166

FINISHED GOODS (FG) AND WORK-IN-PROCESS (WIP)

Rs. in Lacs Particulars 31.03.2012 31.03.2011

Finished Goods and WIP 8322.39 6976.74

Number of days to sales 45 42

DEBTORS

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Debtors 25733.40 22877.69

Number of days to sales 140 138

CURRENT LIABILITIES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Trade payables 1212.60 668.36

Other current liabilities 3763.37 15187.33

Short-term provisions 8523.18 9859.03

Total Current liabilities 13499.15 25714.72

Number of days to sales 74 156

The current liabilities reffected as at 31st March 2011 include amounts that relate to liabilities for expenses attributable to the acquisition of CSC. Such are not included in the balanc- es above as at 31st March 2012 owing to them being paid / transferred to Opto Cardiac Care Limited as part of the entity restructuring initiative which has already been explained in the NOTEs to Stand Alone Financials (NOTE 11A and NOTE 15)

Previous year's figures have been regrouped /reclassified as per the new schedule VI format wherever necessary to correspond with the current year's classification / disclosure.

PROFIT AND LOSS ACCOUNT - CONSOLIDATED

Rs. in Lacs

Year ended March 31 Particulars 2012 % To Total Income 2011 % To Total Income

INCOME

Sales 2,35,685.43 99.43% 1,58,683.22 98.20%

Other Income 1,356.15 0.57% 2,916.40 1.80%

Total 2,37,041.58 100.00% 1,61,599.62 100.00%

EXPENDITURE

Cost of materials consumed 1,23,351.34 87,634.08

Increase/Decrease in W I P & Finished Goods (2,163.50) (4,098.55)

Net Manufacturing Expenses 1,21,187.84 51.13% 83,535.54 51.69%

Employee benefit expense 18,658.94 7.87% 11,007.36 6.81%

Financial Cost 5,919.75 2.50% 3,205.87 1.98%

Depreciation/ Amortisation 5,462.75 2.30% 5,079.78 3.14%

Other Expenses 34,188.72 14.42% 19,407.52 12.01%

Total 1,85,417.99 78.22% 1,22,236.07 75.64%

profit for the year before Tax 51,623.59 21.78% 39,363.55 24.36%

Provision for TAXATION (5,716.42) -2.41% 2,508.95 1.55%

Profit after Tax 57,340.02 24.19% 36,854.60 22.81%

INCOME

Total Turnover Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Sales 2,35,685.43 1,58,683.22

Other Income 1,356.15 2,916.40

Total income 2,37,041.58 1,61,599.62

EXPENDTIURE

NET MANUFACTURING EXPENSES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Manufacturing Expenses 1,23,351.34 87,634.08

Less: (Inc)/Dec in WIP & (2,163.50) (4,098.55) Finished Goods

Total expense 121,187.84 83,535.55

Total expense as % of income 51.13% 51.69%

STAFF AND OTHER EXPENSES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Staff Expenses 18,658.94 11,007.36

Other Expenses 34,188.72 19,407.52

Total 52,847.64 30,414.87

Total expense as % of income 22.29% 18.82%

FINANCIAL EXPENSES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Financial Charges 5,919.75 3,205.87

Total 5,919.75 3,205.87

Financial expense 2.50% 1.98% as % of income

DEPRECIATION & AMORTISATION

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Depreciation & 5,462.75 5,079.78 Amortisation

Total 5,462.75 5,079.78

Depreciation & amortisation as % 2.30% 3.14% of income

PROFIT BEFORE DEPRECIATION, INTEREST AND TAX (PBDIT)

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Profit before Depreciation, 63,006.10 47,649.20 Interest & Tax

PBDIT as % of 26.58% 29.49% income

BALANCE SHEET – CONSOLIDATED

Rs. in Lacs

Particulars As at 31.03.2012 As at 31.03.2011

EQUITY AND LIABIlITIES

Shareholder's Funds

(a) Share Capital 24,231.94 18,639.95

(b) Reserves and Surplus 1,45,700.76 1,18,046.06

1,69,932.70 1,36,686.01

Minority Interest 1,804.17 2,189.43

Non-Current Liabilities

(a) Long-term borrowings 29,686.90 26,254.26

(b) Deferred tax liabilities (Net) - 2,335.53

(c) Long term provisions 292.20 192.00

29.979.09 28,781.78 Current liabilities

(a) Short-term borrowings 76,446.03 62,958.42

(b) Trade payables 20,672.36 22,880.39

(c) Other current liabilities 32,710.00 24,316.82

(d) Short-term provisions 21,581.26 22,154.72

1,51,409.64 1,32,310.35

Total 3,53,125.61 2,99,967.57

ASSETS

Non-current assets

(a) Fixed assets

(i) Tangible assets 45,645.41 22,728.68

(ii) Intangible assets 25,459.72 21,385.31

(iii) Capital work-in-progress 4,294.97 3,396.43

75.400.10 47,510.42 Goodwill on Consolidation 44,913.35 62,643.13

(a) Non-current investments 1.09 1.09

(b) Deferred tax assets (net) 5,816.29 -

(c) Long term loans and advances 8.34 8.34

(d) Other non-current assets 25,259.75 13,550.23

31,085.48 13,559.66

Current assets

(a) Inventories 51,177.05 43,251.93

(b) Trade receivables 84,657.33 67,842.01

(c) Cash and Cash Equivalents 17,430.58 23,417.86

(d) Short-term loans and advances 44,603.71 39,531.39

(e) Other current assets 3,858.01 2,211.17

2,01,726.68 1,76,254.35

Total 3,53,125.61 2,99,967.57

NET WORTH

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Share Capital 24,231.94 18,639.95

Reserves & Surplus 1,45,700.76 1,18,046.06

Net Worth 1,69,932.70 1,36,686.01

LOAN FUNDS

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Total loan Funds 117,232.07 89,972.93

FIXED ASSETS

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Net block of Tangible Assets 45,645.41 22,728.68

Net block of Intangible Assets 25,459.72 21,385.31

Total net Block 71,105.13 44,114.00

GOODWILL Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Opening Balance 62,643.13 23,744.93

Additions /(Deletions) during (17,729.78) 38,898.20 the year net of Capital Reserve

Closing Balance 44,913.35 62,643.13

RAW MATERIAL INVENTORY

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Raw materials & Consumables 39,730.21 33,968.59

Number of days to Consumption 118 142

FINISHED GOODS (FG) AND WORK-IN-PROCESS (WIP)

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Finished Goods 3,041.71 2,217.51

Work in Process 8,405.13 7,065.83

Stock of Finished Goods and 11,446.84 9,283.34

Work in process number of days to Sales 18 21

DEBTORS

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Debtors 84,657.33 67,842.01

Number of days to Sales 131 156

CURRENT LIABILITIES

Rs. in Lacs

Particulars 31.03.2012 31.03.2011

Current Liabilities 63,864.47 68,591.67

Number of days to sales 99 158

CONSERVATION OF ENERGY

The company does not fall under the category of power in- tensive industries. However, sustained efforts are taken to re- duce energy consumption. The organization is an ISO 14001 certified company which is an international Environment Management System Standard. The environmental policy of the company aims at conservation of natural resources and minimization of pollution.

During the year, the Bengaluru unit of the company is using CFL lamps for general lighting purposes; this has resulted in savings of 14,000 units of electrical energy per annum. Further, the company has also taken measures to save water; 75% of water consumed in the Company is now recycled and reused for landscaping purposes.

FOREIGN EXCHANGE EARNINGS

The Company earned Rs. 69,470.66 lacs in foreign exchange in the year under review.

Apart from above there were no employees covered under the provisions of Section 217 (2A)(a)(iii) of the Companies Act, 1956.

Mr. Vinod Ramnani and Ms. Usha Ramnani, being husband and wife, are related to each other.

CORPORATE GOVERNANCE REPORT Corporate Governance REPORT, and Certificate dated 14th August 2012 from the auditors of your Company regarding compliance to the conditions for Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges are enclosed.

DIRECTORS' RESPONSIBILITY STATEMENTS Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Respon- sibility Statement, it is hereby confirmed:

a) that in the preparation of the Annual Accounts for the f- nancial year ended 31st March 2012, the applicable account- ing standards have been followed along with proper expla- nation relating to material departures, if any.

b) that the Directors have selected such appropriate ac- counting policies and applied them consistently and made judgments and estimates that were 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 of the Company for that financial year.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in ac- cordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

LISTING OF SECURITIES

The Company's securities are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS

Mr. Vinod Ramnani, Ms. Usha Ramnani and Dr. Suleman Adam Merchant, Directors of the Company, liable to retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment ofer themselves for re-appoint- ment as directors.

AUDITORS

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

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedication of employees at all levels that have contributed to the growth and success of the Company. We would also thank all our stakeholders, customers, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board

Vinod Ramnani

Chairman & Managing Director

Place: Bengaluru Date : 14th August 2012

---

Mar 31, 2011

To the members,

We are pleased to present the 19th annual report on the business and operations of Opto Circuits (india) Limited, together with the audited financial statements and the auditor's report of your Company for the financial period 1st april 2010 to 31st march 2011.

FINANCIAL HIGHLIGHTS:

OPTO CIRCUITS – STANDALONE

Rupees in Lacs

Particulars for the year – ended march 31st 2011 2010

Total revenues 63,927.17 46,092.50

Expenditure 39,253.82 29,576.67

Profit before depreciation 25,263.97 16,825.54

Depreciation 590.62 309.71

Profit before tax 24,673.35 16,515.83

Provision for taxation 267.78 1,648.72

Prior year adjustment 31.95 (163.53)

Profit for the Year 24,437.52 14,703.58

Appropriations

Proposed dividend 8,402.98 8,173.20

Tax on dividend 1,395.69 1,389.04

Surplus carried to Balance 14,638.85 5,141.34 sheet

OPERATIONS

Standalone total revenues are at rs. 63,927.17 lacs for the year ended 31st march, 2011 as against rs. 46,092.50 lacs for the corresponding period of FY2010, a growth of 39%. standalone profit after tax for the year ended 31st march, 2011 is at rs. 24,437.52 lacs, as against rs. 14,703.58 lacs for the corresponding period of FY2010, a growth of 66%.

No material changes and commitments affecting the financial position of the Company have occurred between the end of FY2011 and the date of this report.

DIVIDENDS

Considering the performance of the Company and its resources to meet its future requirements, your directors are pleased to recommend a dividend at the rate of rs. 4.50 per equity share of face value Rs. 10 for the year ended 31st march 2011.

TRANSFER TO RESERVES

The Company proposes to transfer rs. 2,500.00 lacs to General reserves out of the amount available for appropriation. an amount of rs. 33,109.99 lacs is proposed to be retained in the profit and Loss account.

GROUP FINANCIAL HIGHLIGHTS:

OPTO CIRCUITS – CONSOLIDATED

Rupees in Lacs

Particulars for the year – ended march 31st 2011 2010

Total revenues 161,599.62 106,999.76

Expenditure 122,356.62 77,676.06

Profit before depreciation 44,322.78 32,103.63

Depreciation 5,079.78 2,779.93

Profit before tax 39,243.00 29,323.70

Provision for taxation 2,508.95 2,963.73

Prior year adjustment 120.55 (319.12)

Profit for the Year 36,854.60 26,040.85

Appropriations

Proposed dividend 8,434.90 8,194.48

Tax on dividend 1,409.95 1,396.44

Minority interest 129.68 10.42

Unrealised profit 140.83

Surplus carried to Balance 26,880.07 16,298.68 sheet

As stipulated in the Listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the institute of Chartered accountants of india. the audited consolidated financial statements, together with the auditor's report, thereon, form part of the annual report.

OPERATIONS

Consolidated total revenues are at rs. 161,599.62 lacs for the year ended 31st march, 2011 as against rs. 106,999.76 lacs for the corresponding period of FY2010, a growth of 51%. Consolidated profit after tax for the year ended 31st march, 2011 is at rs. 36,854.60 lacs, as against rs. 26,040.85 lacs for the corresponding period of FY2010, a growth of 41%. earnings per share for the year-ended 31st march 2011 is at rs. 19.70 (Basic).

CAPITAL STRUCTURE:

CONVERTIBLE SHARE WARRANTS

The Company had allotted 3,179,000 and 1,500,000 Convertible share Warrants at the rate of rs. 210.00 per warrant, to its promoters , employees of the Company/subsidiaries and others on 29th July, 2009 and 9th april 2010 respectively. Out of these, 3,500,000 share warrants were converted and an allotment of 3,500,000 equity shares was made during the financial year.

Details of allotment of equity shares:

Allottee No. of equity shares allotted

mr. Vinod ramnani 1,000,000

ms. usha ramnani 1,000,000

mr. Gautam G Gumnani 1,500,000

The Company allotted 1,500,000 convertible share warrants to non-resident indian (nri) mr. Gautam G Gumnani on 9th april, 2010, on receipt of Foreign investment promotion Board (FipB) approval dated 6th april, 2010.

SUBSIDIARIES

ACQUISITIONS BY OPTO CIRCUITS (INDIA) LTD:

During the year, the Company acquired three companies (one domestic and two overseas):

- N.s. remedies pvt. Ltd., an advanced stent manufacturing company based in West Bengal, india.

- Unetixs Vascular inc., a specialist in vascular diagnostics based in rhode island, usa.

- Cardiac science Corporation, owner of reputed cardiology product brands like quinton®, Burdick® and powerheart® based in Washington, usa.

(The above three acquisitions have been discussed in detail in the management discussion & analysis segment, later in this report.)

INVESTMENT BY OPTO CIRCUITS (INDIA) Ltd :

During the year, Opto Circuits invested into the following wholly owned subsidiaries:

OPTO CIRCUITS (MALAYSIA) SDN. BHD.:

Opto Circuits invested rs. 4,463.00 lacs in a highly scalable, world class facility in Johor Bahru, malaysia. this facility enjoys strategic advantages from a supplier- logistic perspective, enables better access to our customers in asian markets, while simultaneously augmenting our global manufacturing abilities. this facility is located within a technology park and enjoys tax exemption on income for the next 10 years subject to the statute/rules applicable in its country of domicile. Going forward, it is proposed that the facility be utilized to launch some of our new products or products that are presently in the pipeline.

opto eurocor healthcare ltd. (oehl):

Altron industries pvt. Ltd., an Opto Circuits subsidiary, was renamed as Opto eurocor Healthcare Ltd. during the year 2010 - 2011. Opto eurocor Healthcare Ltd., will house the minimally invasive product portfolio within the Group. Opto Circuits invested rs. 1,400.00 lacs in OeHL during the last fiscal.

Opto cardiac care ltd. (occl):

OCCL was founded as a subsidiary of Opto Circuits (india) Ltd. OCCL will house a significant part of the noninvasive product portfolio within the Group. Opto Circuits invested rs. 4,000.00 lacs in OCCL during the last fiscal.

INVESTMENTS BY SUBSIDIARIES:

During the year, the Company, through its subsidiaries, Criticare systems, inc. , mediaid, inc. and eurocor GmbH made investments into Criticare – malaysia, mediaid - dubai and eurocor – malaysia respectively. these were rendered as wholly owned subsidiaries and thereby the step-down subsidiaries of Opto Circuits (india) Limited.

TRANSFER OF INVESTMENTS WITHIN THE GROUP:

During the year, advanced micronic devices Ltd. (amdL) transferred its investment in micronic Healthcare pvt. Ltd., to Opto infrastructure Ltd. (OiL), for a value of rs. 1.00 lac.

During the year, OeHL transferred the assets net of liabilities related to the Company's hotel line of business for a value of rs 60.00 lacs to micronic Healthcare pvt. Ltd. (mHpL), a wholly owned subsidiary of OiL. Consequently, mHpL became the owner of such net assets and would carry on the business going forward.

As on 31st march 2011, your Company had fourteen subsidiary companies, listed as under:

Country of Name of the Company incorporation % Holding

1. Advanced micronic devices Ltd. India 59.71%

2. Mediaid, inc. USA 100%

3. Opto eurocor Healthcare Ltd. India 100%

4. Eurocor GmbH Germany 100%

5. Ormed medical technology Ltd. India 100%

6. Devon innovations pvt. Ltd. India 100%

7. Criticare systems, inc. USA 100%

8. Opto infrastructure Ltd. India 87.06%

9. Maxcor Lifescience inc. USA 100%

10. N. s. remedies pvt. Ltd. India 100%

11. Unetixs Vascular, inc. usa 100%

12. Opto Circuits (malaysia) sdn. Bhd. Malaysia 100%

13. Cardiac science Corporation USA 100%

14. Opto Cardiac Care Ltd. India 100%

Ministry of Corporate affairs, Government of india, vide General Circular no.2/2011, dated 8th February 2011, granted a general exemption from attaching various documents in respect of subsidiary companies, as set out in sub-section (1) of section 212 of the Companies act, 1956. accordingly, the Balance sheet, profit and Loss accounts and other documents of the subsidiary companies are not being attached with the annual report of the Company. Financial information of the subsidiary companies, as required under the said Circular, is disclosed in the annual report. the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any investor of holding and of subsidiary companies seeking such information at any point of time. the annual accounts of subsidiary companies will also be kept open for inspection by any investor at the registered offce of the Company and that of the respective subsidiary companies. the consolidated financial statements presented by the Company include financial results of its subsidiaries.

EVENTS AFTER THE BALANCE SHEET DATE

CORPORATE RESTRUCTURING: THE WAY FORWARD

The Company has undertaken a restructuring initiative to align complementary business lines to achieve cost effectiveness and operational efficiencies. investments of three us-based subsidiaries: Cardiac science Corporation, Criticare systems inc. and unetixs Vascular, inc., were transferred to Opto Cardiac Care Ltd. investments of subsidiaries, eurocor GmbH and n.s. remedies pvt. Ltd. were transferred to Opto eurocor Healthcare Ltd. Both Opto Cardiac Care Ltd. and Opto eurocor Healthcare Ltd. are wholly owned subsidiaries of Opto Circuits (india) Ltd. each consolidated business will operate with shared resources and will bundle product offerings, augmenting possibilities for enhanced shareholder valuation.

CONSERVATION OF ENERGY

The Company does not fall under the category of power intensive industries. However, sustained efforts are taken to reduce energy consumption. the organization is an isO 14001 certified Company which is an international environmental management system standard. the environmental policy of the Company aims at conservation of natural resources and minimization of pollution. during the year, the Bengaluru unit of the Company has replaced incandescent lamps with CFL lamps for general lighting purposes; this has resulted in savings of 14,000 units of electrical energy per annum. Further, the Company has also taken measures to save water; 75% of water consumed in the Company is now recycled and reused for landscaping purposes.

RESEARCH & DEVELOPMENT

Our life sciences and engineering teams, working out of facilities in usa, Germany and india, collaborate on projects and leverage on each others' domain expertise. We also join forces with universities and research fellows interested in defning the next generation of medical devices.

Our teams, across functions, collaborate to identify trends and seek to implement the latest and clinically relevant engineering and design systems. every year, we endeavour to bring out new products and products with new features that are designed to complement the changing clinical requirements of our customers. Currently, we hold 168 international patents and have many more in the pipeline. some of our key innovations have been drug- eluting balloons, anesthetic gas benches, combination angioplasty devices and many pulse oximetry sensor technologies. some of our current projects are in the realm of the following:

i) Developing minimally-featured value equipment for hospital use in emerging markets, ii) converting high acuity hospital- use products into low acuity home use medical gadgets, iii) connecting medical equipment to hospital electronic systems and encouraging collaboration amongst systems, iv) extending clinical applications of drug coated balloons and offering alternative drugs on drug eluting stents.

As of 31st march 2011 the Group employed more than 100 people (around 7% of the total workforce) to design, develop and research on products and technologies of the future. each wholly owned subsidiary is headed by a CeO and has a technology manager who manages r&d. Opto Circuits' r&d division works for subsidiaries and also works on projects to be marketed by subsidiaries. to enhance our future growth and strengthen our market position, we have made and will continue to make significant investments in research and development. the Group's total investment in r&d for FY2011 has been at 4% of Consolidated total sales.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned rs. 57,257.94 lacs in Foreign exchange in the year under review. Foreign exchange outgo including expenditure on capital goods was rs. 53,051.12 lacs.

PARTICULARS OF EMPLOYEES

Information as per section 217 (2a) of the Companies act, 1956, read with Companies (particulars of employees) rules 1975, as amended, is as follows:

Name Mr. Vinod ramnani Ms. Usha Ramnani

Chairman and Executive director/ Designation and Managing director/ Managerial Nature of duties Managerial

Rs. 52,47,027/- Rs. 52,47,027/- Remuneration received perquisites rs. perquisites rs. 26,23,513/- 26,23,513/-

Bachelor of engi- Masters in Com- qualifcation and experience. neering/ 32 years merce/ 28 years

Date of commencement of 08.06.1992 08.06.1992 employment

Age 55 years 54 years

Elekon industries United india insur- Last employment held. Pvt. Ltd. ance Company Ltd.

Employed for part of the year - NIL

Apart from the above there were no employees covered under the provisions of section 217 (2a)(a)(iii) of the Companies act, 1956. mr. Vinod ramnani and ms. usha ramnani, being husband and wife, are related to each other.

CORPORATE GOVERNANCE REPORT

Corporate Governance report and Certifcate dated 22nd august 2011 from the auditors of your Company regarding compliance to the conditions for Corporate Governance as stipulated in Clause 49 of the Listing agreement with the stock exchanges are enclosed.

DIRECTORS' RESPONSIBILITY statements pursuant to the requirement under section 217 (2aa) of the Companies act, 1956, with respect to the directors responsibility statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st march 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for that financial year.

c) That the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

LISTING OF SECURITIES

The Company's securities are listed on the Bombay stock exchange Limited (Bse) and the national stock exchange of india Limited (nse).

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS

Dr. anvay mulay, mr. rajkumar raisinghani and mr. Jayesh C. patel retire by rotation and offer themselves for re-appointment.

AUDITORS

The auditors, m/s. anand amaranth & associates, Chartered accountants, Bengaluru, retire at the conclusion of the forthcoming annual General meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provision of section 224 (B) of the Companies act 1956.

With respect to observation made by the statutory auditors in Clause xvi of annexure to auditor's report on the standalone financials, your directors state as below:

Your Company acquired Cardiac science Corporation (CsC) during FY2011. this acquisition was completed in december 2010, which was close to year end FY2011. as an interim measure, short term funds were used towards integration and stabilization of operations of CsC without impacting customer orders and revenue growth. the Company has since rectifed the fund position.

ACKNOWLEDGEMENTS

Your directors greatly appreciate the commitment and dedication of employees at all levels that have contributed to the growth and success of the Company. We would also thank all our stakeholders, customers, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board,

VINOD RAMNANI

Chairman & managing director

Opto Circuits (india) Ltd.

Place: Bengaluru

Date: 22nd august 2011

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Mar 31, 2010

We are pleased to present the 18th Annual Report on the business and operations of Opto Circuits (India) Ltd., together with the audited financial statements and the Auditors Report of your company for the financial year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

The financial highlights for Opto Standalone for the year under review are given below.

Rs. In Lacs

Particulars for the year-ended March 31st 2010 2009

Total Revenue 46,092.51 42,915.72

Expenditure 29,576.68 28,656.92

Profit before Depreciation 16,825.54 14,546.72

Depreciation 309.71 287.92

Profit before Tax 16,515.83 14,258.81

Provision for Tax 1,648.72 87.15

Prior year Adjustment (163.53) (178.30)

Profit for the Year 14,703.58 13,993.35

Appropriations

Proposed Dividend 8,173.20 6,403.76

Tax on Dividend 1,389.03 1,088.32

Surplus carried to Balance Sheet 5,141.34 6,501.27

OPERATIONS

The journey of growth for the company continued during the year. The total revenue raised to Rs.46,092.51 Lacs for the year ended 31st March 2010 as against Rs. 42,915.72 Lacs of the previous year. The profit of the company for the year is Rs.14,703.58 Lacs as against Rs.13,993.35 Lacs for the corresponding previous year.

Your company, subsequent to 31st March 2010 incorporated a wholly owned subsidiary in Malaysia viz. Opto Circuits (Malaysia) SDN BHD and acquired N. S. Remedies Pvt. Ltd., in India and Unetixs Vascular Inc. in USA. Other than the above, there were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year 2009-2010 and the date of this report.

DIVIDEND

Considering the performance of the company and its resources to meet its future developmental requirements, your Directors are pleased to recommend a dividend at the rate of Rs. 4/- per equity share of Rs. 10 each for the year ended 31st March 2010.

TRANSFER TO RESERVES

The company proposes to transfer Rs. 1,500.00 Lacs to General Reserve out of the amount available for appropriation. An amount of Rs. 20,971.14 Lacs is proposed to be retained in the Profit and Loss Account.

CONSOLIDATED FINANCIAL STATEMENT

Rupees in Lacs

Particulars for the year-ended March 31st 2010 2009

Total Revenue 1,06,999.76 84,728.70

Expenditure 74,893.81 61,316.77

Profit before Depreciation 32,105.92 23,411.92

Depreciation 2,779.92 1,380.95

Profit before Tax 29,326.00 22,030.98

Provision for Tax 2,963.73 749.56

Prior year Adjustment (319.12) (352.90)

Profit for the Year 26,043.15 20,928.52

Appropriations

Proposed Dividend 8,194.48 6,456.57

Tax on Dividend 1,396.44 1,095.73

Minority Interest 10.42 55.48

Surplus carried to Balance Sheet 16,441.81 13,320.74

As stipulated in the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report thereon form part of the Annual Report. The consoli- dated net profit of the Group for the year ended 31st March 2010 amounted to Rs. 26,043.15 Lacs as compared to Rs. 20,928.52 Lacs during the previous year.

PREFERENTIAL ISSUES

During the year, on 29th July 2009, the company has allotted 31,79,000 Convertible Share Warrants to the promoters and em- ployees of the company/subsidiaries and the same is pending for conversion. The company has allotted 15,00,000 Convertible Share Warrants to an NRI on 9th April, 2010 against the amount received during the Financial Year 2009-10. Further, on 15th September 2009, the company has allotted 2,14,30,484 Equity Shares under Qualified Institutional Placements at Rs.186.65 per Share.

SUBSIDIARY COMPANY ACCOUNTS

Ministry of Corporate Affairs, Government of India, vide letter No.47/479/2010-CL-III dated 26th July 2010, has granted approval that the requirements to attach various documents in respect of subsidiary companies pursuant to Section 212 of the Companies Act, 1956, shall not be applicable to the company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the company. Financial information of the sub- sidiary companies, as required by the said letter is disclosed in the annual report. The company will make available the annual accounts of the subsidiary companies and the related detailed information to any investor of holding and of subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept open for inspec- tion by any investor at the registered office of the company and that of the respective subsidiary companies. The consolidated financial statements presented by the company include financial results of its subsidiaries.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report, and Certificate of the Statutory Auditors dated 9th August, 2010 of your company regarding compliance of the conditions for Corporate Governance as stipulated in Clause 49 of the listing agreement with stock ex- changes, is enclosed.

DIRECTORS’ RESPONSIILITY STATEMENTS

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsi- bility Statement, it is hereby confirmed:

a) That in the preparation of the Annual Accounts for the Fi- nancial Year ended 31st March 2010, the applicable account- ing standards have been followed along with proper explana- tion relating to material departures, if any.

b) That they have selected such appropriate accounting poli- cies and applied them consistently and made judgments and estimates that were 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 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 the Companies Act, 1956, for safeguard- ing the assets of the company and for preventing and detect- ing fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

LISTING OF SECURITIES

The company’s securities are listed on the Bombay Stock Ex- change Limited (BSE) and the National Stock Exchange of In- dia Limited (NSE).

FIXED DEPOSITS

The company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS

Mr. Thomas Dietiker, Mr. V. Bala Subramaniam and Dr. Wil- liam Walter O’Neill, retire by rotation and offer themselves for re-appointment.

AUDITORS

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

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedi- cation of all the employees at all levels that has contributed to the growth and success of the company. We would also like to thank all our clients, vendors, investors, bankers and other business associates for their continued support and encour- agement during the year.

For and on behalf of the Board

Vinod Ramnani

Chairman and Managing Director

Place: Bengaluru, Karnataka, India Date: 9th August, 2010