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Notes to Accounts of Opto Circuits India Ltd.

Mar 31, 2016

The company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting

During the year ended 31st March 2016, the amount of share dividend recognized distributed to equity shareholders was Rs. NIL (31st March 2015: Rs. NIL)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Notes:-

1) During January 2014, the company has borrowed INR 775.00 Lakhs from HDFC Bank Limited. The interest rate is fixed @ 14% P. A and is secured by Specified movable Fixed Assets. The loan is repayable in 8 quarterly installments of INR 96.87 Lakhs each. The first installment is slated for April 2015 and the final installment is on January 2017.

2) The entire amount of debt INR 775.00 Lakhs borrowed from HDFC Bank is over due and as such categorized under other current liabilities

Notes:-

1.A ) Company has working capital facilities with State Bank of India.Hypothecation of Company''s present and future movable fixed assets and current assets like stocks, raw materials, semi finished and finished goods, book debts, receivables, outstanding monies, bills, rights, stores, components, furniture and fittings; other movables, plant and machinery, vehicles and assets to be purchased out of bank finance. Pari Passu First Charge on the assets of the company. Equitable Mortgage on all the piece and parcel of land known as Sy. No. 62 part within the village limits of Doddathogur, Begur Hobli, Bangalore District containing by admeasuring 1.50 acre.

2.B) The Company along with its step-down subsidiary (Cardiac Science Corporation) had borrowed funds from DBS Bank Limited. In the year 2014-15 the said loan was restructured and as a part of the said process Rs. 12,678.41 Lakhs borrowed by the company was also restructured. As per the terms of the agreement with DBS Bank Limited, upon default by step-down subsidiary (Cardiac Science Corporation), the bank exercised their right and assigned the debts to a third party and also exercised proxy voting rights to take management control of company. As result of this the loan borrowed by the company to the tune of Rs. 12,678.41 Lakhs stands extinguished.

3.C) Company has working capital facilities with Indusind Bank Limited. These facilities are repayable on demand, secured by pari-passu charge on Stocks and Book Debts of the Company.

4.D) Company has working capital facilities with Standard Chartered Bank by hypothecation of the whole of the present and future stocks of raw materials, work in process and finished goods, book debts, outstanding monies, receivables, claims, bills, etc belonging to the company by way of paripassu charge. The company has also given the additional security of immovable property of its step down subsidiary M/s. Altron Hotels Private Limited comprising of all that piece and parcel of land measuring

0.90 Acres (3682.61 Smts) bearing V.P Khata No. 309, from out of land bearing Plot No. 24, Sy.No.14 of Konapaana Agrahara, Begur Hobli, Bangalore South Taluk 560100 together with buildings and structures standing thereon with all easement right, common right ingress and egress thereon.

5.E) Company has working facilities with Yes Bank Limited by hypothecation of Pari Passu charge on Current Assets of the borrower to cover loan amount plus costs, expenses, interest and other incidentals. Hypothecation of the whole of the Current Assets of raw material, semi finished & finished goods, stores and spares including consumable stores and spares relating to plant and machinery and other movables both present and future stored at Plot No.83, Electronics city, Bangalore South or wherever else in India and bills receivables and Book debts belonging to the Company.

6.F) Company has working capital facilities with The Bank of Nova Scotia by hypothecation of the whole of the present and future stocks of raw materials, work in process and finished goods, book debts, outstanding monies, receivables, claims, bills, etc belonging to the company by way of paripassu charge. The company has also given the security of immovable property of its Subsidiary Opto Infrastructure Limited comprising on all that piece and parcel of land known as Plot No''s 2A1, 2A2, 2A3, 2A3(P3), 2B1, 2B2, 2C1, 2C2, 3,4,5,6,7,8,9 and 10 in survey numbers in the Hassan Sector Specific Hard Ware Zone Industrial area within the limits of villages Doddabasavanahalli and Chikkabasavanahalli, Shantigrama Hobli, Hassan Taluk, Hassan dist. measuring an total extent of 250 acres.

7) The total short term secured borrowings of Rs.61,017.51 Lakhs includes Cash credit facility of Rs.17,951.30 Lakhs with interest rate in the range of 10% p.a to 13% p.a, Preshipment Credit in Foreign Currency and bill discounting/Postshipment credit in Foreign currency facility/Overdraft and Indian rupee loan of Rs.43,066.21 Lakhs with interest rate of 8 to19.5%.

8) The short term interest free unsecured loans of Rs.1,953.45 Lakhs is from the Directors of the Company, Rs.1,818.38 Lakhs from the Related Parties.

9) Scotia bank has issued winding up notice dated 6th March 2014 for recovery of outstanding dues of Rs.11,915.92 Lakhs as on 31st March 2015. The Management is making efforts to negotiate and settle with said bank for Settlement.

10) State Bank of India has issued a notice under SARFAESI Act for recovery of its dues from the company and filled petition before the debt recovery tribunal, Karnataka and also proceeded for auction of company''s property situated at plot No 83, Electronics city Phase 1 hosur road, Banglore. The auction did not take place. The company is negotiating with the bank for a settlement.

11) State Bank India, The bank of Nova Scotia, Hdfc Bank Limited have suspended charging the interest as the loans are categorized as NPA. The company has not recognized the interest on these borrowings.

The Company along with its step-down subsidiary (Cardiac Science Corporation) had borrowed funds from DBS Bank Limited. In the year 2014-15 the said loan was restructured . As per the terms of the agreement with DBS Bank Limited, the bank exercised their right and assigned the debts to a third party and also exercised proxy voting rights to take management control of company . As result of this the interest payable to DBS Bank to the tune of Rs. 3,317.62 Lakhs stands extinguished.

NOTE 12A - DISCLOSURES UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT 2006

a) The entire amount of debt INR 775.00 Lakhs borrowed from HDFC Bank is due for payable and as such categorized under other current liabilities

b) In respect to payment of Dividend distribution Tax the company had obtained a stay from the High Court of Karnataka. This stay was dismissed and the company filed a Writ Appeal No. 4271/2013 with the Divisional Bench of the Hon’ble High Court of Karnataka which has been admitted on 7th March 2014, adjourned sine die and referred to a larger bench of the Hon’ble Apex Court.

c) There are no amounts due for payment to the Investor Education and Protection Fund under 125 (2) ( c) of the Companies Act, 2013.

The company has made arrangements with LIC of India for payment of gratutity. The above amount represents the installment payable as on 31st March 2016.

Internally Generated Intangible Assets

Product development costs incurred on new products are recognized as intangible assets, the Company has committed technical, financial and other resources to complete the development and it is probable that the asset will generate probable future economic benefits.

The costs capitalized include the cost of materials, direct labour and directly attributable overhead expenditure incurred up to the date the asset is available for use.

Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment loss

Deferred tax is recognized on timing differences between the accounting income and the taxable income for the current year and is quantified using the tax rates.

Note: For the year ended 31 March 2015 due to the impact of cyclonic flood HUD HUD in October 2014 at vishakapatanam SEZ plant, an amount of Rs 18,140.00 lakhs was assessed and the loss of stock/inventories is indicated under exceptional items.

NOTE 13 - Changes IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

State Bank of India, The Bank of Nova Scotia, HDFC Bank Limited have suspended charging the interest as the loans are categorized as NPA. The company has not recognized the interest aggregating to Rs.3,169.53 Lakhs on these borrowings.

NOTE 14C - BUSINESS SEGMENT INFORMATION

The Company has considered business segment as the Primary Segment for disclosure. The product included in each of the reported domestic business segments are as follows:

a. Sensors

b. Monitors

c. Others

NOTE 15D - THE GEOGRAPHICAL SEGMENTS CONSIDERED FOR DISCLOSURE Are As FOLLOWS:

a. Sales within India includes sales to customers located within India.

b. Sales outside India includes sales to Customer located outside India.

c. The carrying amount of Segments assets in India and outside India is based on Geographical location of assets.

NOTE 16A- CONTINGENT LIABILITY

OPTO CIRCUITS (INDIA) LIMITED

NOTE 17B

The company has filed a Writ petitions No 21942/2011 in the High Court of Karnataka on the ground that income accrued or arising from business carried on by the company as SEZ developer or unit are exempted from applicability of MAT as provided under section 115JB (6) and Section 115-O(6) of the Income tax act. However the writ petition filed by the company came to be dismissed and the contention was not accepted by the single judge of the High court in its judgment dated 12/06/2013. The company filed a Writ Appeal No. 4271/2013 with the Divisional Bench of the Hon’ble High Court of Karnataka which has been admitted on 7th March 2014, adjourned sine die and referred to a larger bench of the Hon’ble Apex Court.

Interest on dividend distribution tax of Rs. 1,115.89 Lakhs is contingent liability.

NOTE 18D

The income tax department has raised a demand for tax of 14.16 Lakhs for the AY 2004-05 for which the company has preferred an appeal before the Commissioner of Income Tax (Appeal) III. Pending disposal of this, the company has not provided liability for income Tax.

NOTE 19

Previous year''s figures have been regrouped /reclassified wherever necessary to correspond with the current Year''s classification / disclosure.


Mar 31, 2015

The company has only one class of equity shares having a par value of Rs, 10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting During the year ended 31st March 2015, the amount of share dividend recognized distributed to equity shareholders was Rs, NIL (31st March 2014: Rs, NIL) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

NOTE:

During the year, the Company has adopted estimated useful life of fixed assets as stipulated by Schedule II to the Companies Act, 2013. Accordingly, depreciation of Rs,9,80,92,883 on account of assets whose useful life is already exhausted on April 01, 2014 has been adjusted against opening balance of retained earnings.

Notes:- 1) During January 2014, the company has borrowed INR 7,75,00,000 from HDFC Bank Limited. The interest rate is fixed @ 14% P.A and is secured by Specified movable Fixed Assets. The loan is repayable in 8 quarterly installments of INR 96,87,500 each. The first installment is slated for April 2015 and the final installment is on January 2017,

2) In March 2009, Op to Circuits India Limited had borrowed US$ 7,000,000 from DBS Bank Limited. The interest rate was foxed @ 6.60% P.A. and is secured by specified movable foxed assets The loan is repayable in 8 half yearly installment of US$ 777,700 and one final balance installment of US$ 778,400. The first installment was on March 2010 and final installment was slated for March 2014 but as 31 March 2015 the last 2 installment is still unpaid .

notes:-

3. A ) Company has working capital facilities with State Bank of India. Hypothecation of CompanyRs,s present and future movable fixed assets and current assets like stocks, raw materials, semi finished and finished goods, book debts, receivables, outstanding monies, bills, rights, stores, components, furniture and fittings; other movables, plant and machinery, vehicles and assets to be purchased out of bank fiancé. Pari Passu First Charge on the assets of the company. Equitable Mortgage on all the piece and parcel of land known as See. No. 62 part within the village limits of Doddathogur, Begur Hobli, Bangalore District containing by admeasuring 1.50 acre.

4.B) Company has obtained loans from DBS Bank Limited Hypothecation of the whole of the present and future stocks of raw materials, work in process, finished goods, semi finished goods, book debts, outstanding monies receivables, claims, bills, contracts, engagements, securities, investments, rights and assets belonging to the company, by way of first charge.

5.C) Company has working capital facilities with Inducing Bank Limited. These facilities are repayable on demand, secured by pari-passu charge on Stocks and Book Debts of the Company.

6.D) Company has working capital facilities with Standard Chartered Bank by hypothecation of the whole of the present and future stocks of raw materials, work in process and finished goods, book debts, outstanding monies, receivables, claims, bills, etc belonging to the company by way of paripassu charge. The company has also given the additional security of immovable property of its step down subsidiary M/s. Alton Hotels Private Limited comprising of all that piece and parcel of land measuring 0.90 Acres (3682.61 Smts) bearing V.P khata No. 309, from out of land bearing Plot No. 24, Sy.No.14 of konapaana Agrahara, Begur Hobli, Bangalore South Taluk 560100 together with buildings and structures standing thereon with all easement right, common right ingress and egress thereon.

7.E) Company has working facilities with Yes Bank Limited by hypothecation of Pari Passu charge on Current Assets of the borrower to cover loan amount plus costs, expenses, interest and other incidentals. Hypothecation of the whole of the Current Assets of raw material, semi finished & finished goods, stores and spares including consumable stores and spares relating to plant and machinery and other movables both present and future stored at Plot No.83, Electronics city, Bangalore South or wherever else in India and bills receivables and Book debts belonging to the Company.

8.F) Company has working capital facilities with The Bank of Nova Scotia by hypothecation of the whole of the present and future stocks of raw materials, work in process and finished goods, book debts, outstanding monies, receivables, claims, bills, etc belonging to the company by way of paripassu charge. The company has also given the security of immovable property of its Subsidiary Opto Infrastructure Limited comprising on all that piece and parcel of land known as Plot No's 2A1, 2A2, 2A3, 2A3(P3), 2B1, 2B2, 2C1, 2C2, 3,4,5,6,7,8,9 and 10 in survey numbers in the Hassan Sector Specific Hard Ware Zone Industrial area within the limits of villages Doddabasavanahalli and Chikkabasavanahalli, Shantigrama Hobli, Hassan Taluk, Hassan dist. measuring an total extent of 250 acres.

9.) The short term secured borrowings of Rs, 83,268.07 Lacs includes Cash credit facility of Rs, 18,051.47 Lacs with interest rate in the range of 10% p.a to 13% p.a, Preshipment Credit in Foreign Currency and bill discounting/Postshipment credit in Foreign currency facility of Rs, 18,398.17 Lacs with interest rate in the range of 6% p.a to 10% p.a ,Overdraft and Indian rupee loan of Rs, 46,818.42 Lacs with interest rate of 8 to19.5%.

10.) The short term interest free unsecured loans of Rs, 1,578.70 Lacs is from the Directors of the Company, Rs, 1,780.38 Lacs from the Subsidiaries director. The company has also borrowed Rs, 280.00 Lacs from the private fnance with the interest rate of 15% to 24% which are repayable on short term basis

11.) Scotia bank has issued winding up notice dated 6th March 2014 for recovery of outstanding dues of Rs, 11,900.00 Lacs as on 31st March 2015. The Management is making efforts to negotiate and settle with said bank for longer repayment. If the Bank does not agree, the management will realize the debtors and will settle the account with said bank.

12.) DBS Bank Limited, State Bank India has suspended charging the interest for the year ending 31st March 2015. However the company has provided for the interest in the books of accounts.

The amount due to Micro and Small Enterprises as defend in the "The Micro, Small and Medium Enterprises Development Act, 2006" has been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosures relating to Micro and Small Enterprises as at 31st March, 2015 where the outstanding amount payable to them beyond 45 days are as under:

The company has paid a sum of Rs, 51 crores for the assessment year 2012- 2013 under protest. If the judgment is not favorable then the contingent liability for the assessment year 2013-14 would be Rs, 57 crores

NOTE 13.

In respect to payment of Dividend distribution Tax the company had obtained a stay from the High Court of karnataka. This stay was dismissed and the company fled a Writ Appeal No. 4271/2013 with the Divisional Bench of the Hon'ble High Court of karnataka which has been admitted on 7th March, 2014, adjourned sine die and referred to a larger bench of the Hon'ble Apex Court. If the outcome of this appeal is not favorable, there is a contingent Liability to the extent of Rs, 49 crores as outlined

NOTE 14.

The company has fled a Writ petitions No 21942/2011 in the High Court of karnataka on the ground that income accrued or arising from business carried on by the company as SEZ developer or unit are exempted from applicability of MAT as provided under section 115JB (6) and Section 115-O(6) of the Income tax act. However the writ petition fled by the company came to be dismissed and the contention was not accepted by the single judge of the High court in its judgment dated 12/06/2013. The company fled a Writ Appeal No. 4271/2013 with the Divisional Bench of the Hon'ble High Court of karnataka which has been admitted on 7th March 2014, adjourned sine die and referred to a larger bench of the Hon'ble Apex Court.

NOTE 15. - FINANCE COST

During the year company has recovered from subsidiaries towards interest on the loan extended to them amounting to Rs, 4071.15 lakhs which is arrived based on the average rate of interest paid to Bank on the amount borrowed by the company.

NOTE 16: EXCEPTIONAL ITEMS

Due to the impact of cyclonic food 'HUD-HUD' in October 2014 at vishakapatanam SEZ plant, an amount of Rs, 18140.00 lakhs was assessed and the loss of stock/Inventories is indicated under exceptional items.

NOTE 17 - THE GEOGRAPHICAL SEGMENTS CONSIDERED FOR DISCLOSURE ARE AS FOLLOWS:

a. Sales within India includes sales to customers located within India.

b. Sales outside India includes sales to Customer located outside India.

c. The carrying amount of Segments assets in India and outside India is based on Geographical location of assets.


Mar 31, 2014

NOTE 1A - CONTINGENT LIABILITY

Particulars As at 31.03.2014 As at 31.03.2013

Income Tax matters - The income tax department has raised a demand for tax for the AY 2004-05 for which the Department has filed a case before 1,416,000 1,416,000 Income Tax appellate Tribunal. Pending disposal of this, the company has not provided liability for income Tax.

Guarantees

Corporate Guarantee is extended to State Bank of India and State Bank of Travancore for the credit facility availed by Advanced Micronic 170,400,000 170,400,000 Devices Limited

Corporate Guarantee is extended to Indusind Bank for the credit875,000,000 500,000,000 facility availed by Opto Cardiac Care Limited

Corporate Guarantee is extended to Indusind Bank for credit facility availed by Eurocor Gmbh (subsidiary of Opto Eurocor Health Care 600,998,000 556,350,400 Limited,

Corporate Guarantee has been Given to Standard Chartered Bank and 1,338,269,840 1,221,369,128 CIMB on behalf of Eurocor Asia Sdn Bhd

Corporate Guarantee is extended to DBS bank and HDFC bank for credit facility availed by Cardiac Science Corporation (Subsidiary of 3,305,489,000 2,991,411,500 Opto Cardiac Care Limited)

Corporate Guarantee is extended to DBS bank for credit facility availed by Cardiac Science corporation (subsidiary of Opto Cardiac Care 1,802,994,000 1,631,679,000 Limited)

Bank Guarantees issued on behalf of the Company by Banks 12,500,000 12,500,000

NOTE 1B

The company has filed a Writ petitions No 21942/2011 in the High Court of Karnataka on the ground that income accrued or arising from business carried on by the company as SEZ developer or unit are exempted from applicability of MAT as provided under section 115JB (6) and Section 115-O(6) of the Income tax act. However the writ petition filed by the company came to be dismissed and the contention was not accepted by the single judge of the High court in its judgment dated 12/06/2013. The company filed a Writ Appeal No. 4271/2013 with the Divisional Bench of the Hon''ble High Court of Karnataka which has been admitted on 7th March 2014, adjourned sine die and referred to a larger bench of the Hon''ble Apex Court.

NOTE 1C

In respect to payment of Dividend distribution Tax the company had obtained a stay from the High Court of Karnataka. This stay was dismissed and the company filed a Writ Appeal No. 4271/2013 with the Divisional Bench of the Hon''ble High Court of Karnataka which has been admitted on 7th March 2014, adjourned sine die and referred to a larger bench of the Hon''ble Apex Court. If the outcome of this appeal is not favorable, there is a contingent Liability to the extent of Rs. 49 crores as outlined

NOTE 2-A

a) Deferred tax is recognised on timing differences between the accounting income and the taxable income for the current year and is quantified using the tax rates.

NOTE 3A - FINANCE COST

During the year company has recovered from subsidiaries towards interest on the loan extended to them amounting to Rs. 3,981.19 lakhs which is arrived based on the average rate of interest paid to Bank on the amount borrowed by the company.

NOTE 3B - BUSINESS SEGMENT INFORMATION

The Company has considered business segment as the Primary Segment for disclosure. The product included in each of the reported domestic business segments are as follows:

a. Sensors

b. Monitors

c. Others

NOTE 3C - THE GEOGRAPHICAL SEGMENTS CONSIDERED FOR DISCLO- SURE ARE As FOLLOWS:

a. Sales within India includes sales to customers located within India.

b. Sales outside India includes sales to Customer located outside India.

c. The carrying amount of Segments assets in India and outside India is based on Geographical location of assets.

NOTE 4

Previous year''s figures have been regrouped /reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2013

NOTE 1-A

Deferred tax is recognised on timing differences between the accounting income and the taxable income for the current year and is quantified using the tax rates for Unit II. For the SEZ unit, deferred tax assets has not been recognised as there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available for such deferred tax asset to be set off. Tax expenses towards deferred tax liability do not arise for SEZ unit as income is covered under section 10AA of the Income Tax Act, 1961.

NOTE 2A - FINANCE COST

During the year company has recovered from subsidiaries towards interest on the loan extended to them amounting to Rs. 4124.35 lakhs which is arrived based on the average rate of interest paid to Bank on the amount borrowed by the company.

NOTE 3A - BUSINESS SEGMENT INFORMATION

The Company has considered business segment as the Primary Segment for disclosure. The product included in each of the reported domestic business segments are as follows:

a. Sensors

b. Monitors

c. Others

NOTE 4A - THE GEOGRAPHICAL SEGMENTS CONSIDERED FOR DISCLOSURE ARE AS FOLLOWS

a. Sales within India includes sales to customers located within India.

b. Sales outside India includes sales to Customer located outside India.

c. The carrying amount of Segments assets in India and outside India is based on Geographical location of assets.

NOTE 5

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

NOTE 1a – Deferred tax is recognised on timing differences between the accounting income and the taxable income for the current year and is quantifed using the tax rates for Unit II. For the SEZ unit, deferred tax assets has not been recog- nised as there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available for such deferred tax asset to be set of. Tax expenses towards deferred tax liability do not arise for SEZ unit as income is covered under section 10AA of the Income Tax Act, 1961.

NOTE 2a – Contingent liability Amount in Rs.

Particulars As at 31st March, 2012 As at 31st March, 2011

Income tax matters – The Income Tax Department has raised a demand for tax for the AY 2004-05 for which the Company has preferred an appeal before the commissioner of Income tax (Appeal) 1,416,000 1,416,000

III. Pending disposal of this, the Company has not provided liability for income Tax.

Guarantees

Corporate guarantee is extended to State Bank of India and State Bank of Travancore to Advanced Micronic Devices Limited 170,100,000 170,100,000 (Company holding 59.71% of shares)

Corporate guarantee is extended to Opto Eurocor Healthcare Limited – 500,000,000 (Company holding 96.85% of shares)

Corporate guarantee is extended to Eurocor GmbH on behalf of Opto 546,720,000 316,200,000 Eurocor Health Care Limited (Company holding 96.85% of shares)

Corporate guarantee is extended to Cardiac Science Corporation on behalf of Opto Cardiac Care Limited (Company holding 100% of 2,813,607,500 669,750,000 shares)

Corporate guarantee is extended to Opto Cardiac Care Limited 1,534,695,000 -- (Company holding 100% of shares)

Bank guarantees issued on behalf of the Company by Banks 12,500,000 12,500,000

NOTE 3a

The company has undertaken a restructuring initiative to align complementary business lines to achieve cost effectiveness and operational efficiencies. Investment of three US-based subsidiaries: Cardiac Science Corporation, Criticare Systems Inc. and Unetixs Vascular Inc., were transferred to Opto Cardiac Care Limited, Investment of subsidiaries, Eurocor GmbH and N.S. Remedies Pvt. Ltd. were transferred to Opto Eurocor Healthcare Ltd. both being 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 share holder valuation. The restructured subsidiaries grouping is as below.

Holding Company

Opto Circuits [India] Limited (OCIL)

Subsidiary

Opto Eurocor Healthcare Ltd. (96.85% held by OCIL)

Opto Cardiac Care Ltd. (100% Subsidiary)

Step Down Subsidiary

Eurocor GmbH

Eurocor Singapore Pte Ltd.

Eurocor Asia Sdn Bhd,

N.S. Remedies Private Limited

Criticare Systems Inc.

Unetixs Vascular Inc.

Cardiac Science Corporation

NOTE 4a – Business Segment Information

The Company has considered business segment as the Primary Segment for disclosure. The product included in each of the REPORTed domestic business segments are as follows:

a. Sensors

b. Monitors

c. Others

NOTE 2b – Geographical Segment Information

a. Sales within India includes sales to customers located within India.

b. Sales outside India includes sales to customer located outside India.

c. The carrying amount of segments assets in India and outside India is based on geographical location of assets.

NOTE 3 – The Previous Years Figures Have Been Regrouped / Restated Wherever necessary To Conform With Current year's Classification

The revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. Adoption of the same in the preparation of these statements has a significant impact in the manner of disclosure and presentation. Previous year's figures have been regrouped /reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

1. Contingent liability

a. The Company has issued corporate guarantee in favour of state Bank of india, state Bank of travancore, iCiCi Bank Ltd., indusind Bank Ltd. and HdFC Bank Ltd. against line of credit sanctioned to advanced micronic devices Ltd., Opto eurocor Healthcare Ltd., eurocor GmbH and Cardiac science Corporation.

Rs. in Lacs

Particulars 31.03.2011 31.03.2010

Corporate guarantee- 1,701.00 1,787.00 advance micronic devices Ltd.

Corporate guarantee-Opto 5,000.00 3,400.00 Eurocor Healthcare Ltd.

Corporate guarantee-Eurocor 3,162.00 –

GMBH

Corporate guarantee– 6,697.50 –

Cardiac science Corporation

TOTAL 16,560.50 5,187.00

b. Bank guarantees issued on behalf of the Company to Banks is rs. 125.00 lacs

2. Funding for share Acquisition the Company has established a corporate guarantee of rs. 13,395.00 lacs against loan extended by dBs bank for investment in Cardiac science Corporation, usa. the Loan was obtained by Jolt acquisition Company, a wholly owned subsidiary for acquisition of shares and subsequent to the acquisition, Jolt acquisition Company merged with Cardiac science Corporation, usa. since the loan was raised for acquisition of shares of Cardiac science Corporation, the liability towards the loan and corresponding investments in shares are accounted in Opto Circuits (india) Ltd.

3. During the year ended 31st march 2011, the Company has made the following acquisitions:

- N. S. remedies pvt. Ltd., a stent manufacturing and research development facility in april 2010 at the total cost of rs. 600 lacs.

- Unetixs Vascular, inc., a specialist in detection of peripheral arterial diseases in July 2010 at the total cost of rs. 4,533 lacs

- Cardiac science Corporation which is a leading manufacturer of therapeutic cardiology devices in december 2010 for rs. 40,858.84 lacs.

4. The income tax department has raised a demand for tax of rs. 14.16 lacs for the aY 2004-05 for which the Company has preferred an appeal before the Commissioner of income tax (appeal) iii. pending disposal of this, the Company has not provided liability for income tax.

5. Deferred tax is recognized on timing differences between the accounting income and the taxable income for the current year and is quantifed using the tax rates for unit ii. For the sez unit, deferred tax asset has not been recognized as there is no virtual certainty supported by convincing evidence that suffcient future taxable income will be available for such deferred tax asset to be set off. tax expenses towards deferred tax liability do not arise for the seZ unit as income is covered under section 10aa of the income tax act, 1961.

6. Product development expenses product development expenses that are not charged off to the profit and loss account are refected under the head "miscellaneous expenditure (to the extent not written off or adjusted)" in the Balance sheet. this amount is amortised over the estimated useful life of product development expenses. during this year an amount of rs. 366.05 lacs has been charged to profit and loss account as product development comprising rs 179.85 lacs incurred during this year and rs 186.20 lacs capitalised in the earlier years.

7. Segment wise reporting

a. The Company has mainly one business segment of medical electronic products.

b. The Company has geographical region wise segments of customers as shown below, region wise profitability can not be ascertained.

1. Segments have been identified in accordance with accounting standard 17 "segment reporting", considering the organization structure & the return/risk profiles of the businesses. the management information system recognizes & monitors these segments on a continuous basis.

2. Segment wise revenue includes sales & other income directly identifable with the segment & allocated to it. assets used in the Company's business or liabilities contracted have not been identified to any of the reportable segments.

8. Table below shows the proceeds from share warrants during the year 2010-11. these share warrants were issued in July 2009 and the issue price was rs.210 per warrant.

In July 2009, the Company had issued 60.00 lac equity warrants at rs. 210 per share with each warrant convertible into one equity share of the Company, out of which 46.79 lac share warrants had been subscribed. the Company had received rs. 52.50 for each warrant which is 25% of the issue price from the allottees of the share warrant holders.

During the current financial year, out of 46.79 lac shares warrants, 35.00 lac share warrants were opted for conversion by paying the balance amount of rs. 5,512.50 lacs and 35.00 lac equity share were allotted to the warrant holders. the remaining 11.79 lac share warrants lapsed and were consequently forfeited and the amount paid by the warrant holders amounting to rs. 618.97 lacs is transferred to Capital reserve account.

9. Related party disculosure:

List of related parties where Company's management control exists

a. subsidiaries

Name of the Company

1. advanced micronic devices Ltd.

2. mediaid, inc.

3. eurocor GmbH

4. devon innovations pvt. Ltd.

5. Ormed medical technology Ltd.

6. Criticare systems, inc.

7. Opto infrastructure Ltd.

8. maxcor Lifescience inc.

9. n.s. remedies pvt. Ltd.

10. Opto Circuits (malaysia)sdn. Bhd.

11.unetixs Vascular, inc.

12. Cardiac science Corporation

13. Opto Cardiac Care Ltd.

14. Opto eurocor Healthcare Ltd.

b. Key management personnel

Name of related party Relationship

Vinod Ramnani Key management personnel

Usha Ramnani Key management personnel

Jayesh C Patel Key management personnel

Thomas dietiker Key management personnel

10. Dividend paid in foreign currency for the year 2009-10 is usd 9.41 lacs towards 101.36 lac equity shares held by nris, foreign nationals and Fiis.

11. Previous year fgures have been regrouped & reclassified to correspond with the current year's classifcation.


Mar 31, 2010

1. CONTINGENT LIABILITIES

1.1 Corporate Guarantees has been issued in favour of State Bank of India and State Bank of Travancore against line of credit sanctioned to Advanced Micronic Devices Ltd. & Altron Industries Pvt. Ltd. Rupees in Lacs

Particulars 31.03.2010 31.03.2009

Corporate Guarantee-AMDL 1,787.00 1,787.00

Corporate Guarantee-Altron Industries Pvt. Ltd. 3,400.00 3,400.00

Total 5,187.00 5,187.00

1.2 There is a Labour Court Order towards a claim by ex-employee for Rs. 1.13 Lacs. No provisions have been made since the company has filed an appeal (PY Rs. 1.13 Lacs) in Devon Innovation Pvt. Ltd.

1.3 There is an Income Tax demand of Rs. 7.82 Lacs and Rs. 2.31 Lacs for the assessment years 1999-2000 and 2000-2001 respectively from the Income Tax department U/S 148 & 156. However no provision is made since the matter is pending before appellate authorities (PY Rs. 9.07 Lacs) in Ormed Technologies Pvt. Ltd.

1.4 Letter of Credit established: Rs. 536.15 Lacs

1.5 Bank Guarantees: Rs. 432.89 Lacs

2.1 The financial statements of Mediaid Inc., USA and Criticare Systems Inc. USA have not been audited as the law of the respec- tive country does not require the accounts to be audited. However, it has been reviewed by independent CPA.

2.2 The financial statements of all subsidiaries have been considered in the preparation of the consolidated financial statements as of March 31, 2010.

3. INVESTMENT IN EUROCOR SINGAPORE

During the year ended March 31, 2010 Eurocor Germany started a wholly owned subsidiary in Singapore with an investment of Rs. 69.56 Lacs (SGD 2.50 Lacs) aggregating to 2.50 Lacs Equity Shares of SGD 1.00 per share fully paid up.

4. TAXES

The provisions for taxation include tax liabilities in India on the companys income as reduced by exempt incomes and any tax liabilities arising overseas on income sourced from those.

4.1 Income Tax department has raised a demand for tax of Rs. 14.16 Lacs for the AY-2004-05 for which Opto Circuits (In- dia) Ltd. preferred an (Appeal) III. Pending disposal of this, the company has not provided liability for Income Tax.

4.3 The appeal prepared by Advanced Micronic Devices Ltd. for Assessment year 1995-96 and 96-97 filed before the Hon. High Court of Karnataka was upheld by the Court against which the department has not contested. Since a large amount is due from the department which has to be adjusted against inter- est and tax liability payable by the company we are unable to quantify the interest liability. The company will account the interest liability after obtaining the refund order from the In- come tax Department,

4.4 During the year The Commissioner of Service Tax, Audit section, Bangalore, did the Audit and sent Audit Report to Advanced Micronic Devices Ltd. on May 10 with demand of Rs.201.32 Lacs. The company has paid Rs.44.04 Lacs and is contesting for the balance amount.

5. Opto Circuits (India) Ltd. has recognized Deferred Tax on timing differences between the accounting income and the taxable income for the current year, and quantified using the tax rates for UNIT-II. For the SEZ Unit Deferred Tax Asset/Li- ability has not been recognized as there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available for such Deferred Tax Asset/Liability to be set-off. Tax expenses towards Deferred Tax Liability do not arise for the SEZ unit as income is covered under section 10AA of the Income Tax Act, 1961.

Deferred Tax Asset in case of Advanced Micronic Devices Ltd., Ormed Technologies Pvt. Ltd., Devon Innovation Pvt. Ltd. and Criticare Systems Inc. the subsidiaries, as on March 31, 2010

6. An amount of Rs. 139.08 Lacs has been treated as bad debt and written off by Opto Circuits (India) Ltd., Devon Innovations Pvt. Ltd. and Criticare Systems Inc. for period ended March 31,2010.

7. The total amount of accumulated depreciation as per con- solidated accounts for the period ended March 31,2010 is Rs.8,531.04 Lacs out of which an amount of Rs.4,526.73 Lacs pertaining to Depreciation of Mediaid Inc., Altron Industries Pvt. Ltd., Devon Innovations Pvt. Ltd. & Criticare Systems Inc. the subsidiaries calculated on Written Down Value method

10. During the year Opto Circuits (India) Ltd. raised Rs.38,377.10 Lacs (net of issue expenses) through Qualified Institutional Placement of 214.30 Lacs equity shares at Rs.186.65 per share fully paid-up.

10.1 During the year Opto Circuits (India) Ltd. has set-off Rs. 41.46 Lacs in share premium account. This amount was related to the expense in the Follow on Public offer during the financial year 2006-07 payable to SBI Capital Market. The amount was under dispute and the same was settled during the year and the expense is set-off against share premium account.

10.2 During July 2009, Opto Circuits (India) Ltd. has also issued 60.00 Lacs Equity Warrants @ Rs. 210/- per share with each warrant convertible into one equity share of the company out of which 46.79 Lacs Share Warrants have been subscribed. 25% of the issue price i.e. Rs. 52.50 per share was paid by the allottees of the Share Warrant Holders. The Share Warrants could be converted into the Equity Shares of the company within a period of eighteen months from the date of allotment.

11. Opto Infrastructure Ltd. has treated its expenses amounting to Rs.653.30 Lacs (PY Rs. 258.65 Lacs) as pre-operative ex- penses pending capitalization.

12. DIVIDENDS REMITTED IN FOREIGN CURRENCY

Dividends paid in foreign currency for the year 2008-09 is US$ 52.03 Lacs (Rupee Equivalent 2,185.94 Lacs) towards 546.48 Lac shares held by NRIs & Foreign Nationals.

14. Previous years figures have been regrouped/re-stated/reclassified wherever necessary.

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