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Directors Report of Opto Circuits India Ltd.

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


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


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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