Mar 31, 2018
COMPANY OVERVIEW:
Opto Circuits (India) Limited is engaged in the manufacture and trading of invasive and non-invasive medical equipmentâs. The company is a public limited company incorporated and domiciled in India and has its register office located at Plot no 83, Electronic city, Phase-1, Hosur Main Road, Bengaluru. The company has its primary listing on BSE and NSE OF India.
The financial statements are approved for issue by the Companyâs Board of Directors on 30th April 2018.
Capitalisation of development expenses incurred towards Mysore project & Hassan SEZ project related to Opto Infrastructure Ltd which was of FY 2016-17 is reversed during the year FY 2017-18 is included in Capital work in progress.
Product development costs incurred on new products are recognised 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 capitalised include the cost of materials,direct labour and directly attributable overhead expenditure incurred up to date the asset is available for use.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment loss.
*Opto Circuits India Limited acquired 14,07,743 shares of its subsidiary Opto Eurocor Healthcare Limited at market value of Rs.390 through share swap arrangement.
a) The Company regains its business at Vizag unit from September 2017, earlier which was suspended its operations for 5 months i.e April 2017 to August 2017
b) SEZ Stock of Rs.5,500 lakhs are capitalised as intangible assets under development and Rs.3,300 lakhs transferred to SEZ Unit of OCCL
c) The company has lodged claim with insurance company on loss of stock/inventories due to Hud-Hud cyclone.
d) Inventory value is net of provisions made for impairment loss in the value of inventory to the extent of Rs.13,997.47 lakhs & disclosed as exceptional items in FY 2016-17.
The Company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity shares is entitled to one vote per share.
3,66,01,318 Equity shares fully paid are alloted to Opto Eurocor Healthcare Limited (OEHL) pursuant to contranct with OEHL against purchase of 14,07,743 fully paid Equity shares of OEHL other than cash. The balance number of 85,74,681 shares are issued towards repayment of unsecured loans of the company.
Company has obtained OTS agreement with Standard Chartered Bank to pay Rs.6,200 lakhs towards full and final settlement of their dues in 11 installments over a period of time on or before December 2020. Subsequent to this Rephasement scheme, Rs.15,321.79 lakhs has been transferred to capital reserve.
Non Current unsecured loans of Rs.8,762.05 lakhs includes interest free loans from subsidiaries, step-down subsidiaries and others.
(i) The Company along with its stepdown subsidiary (CSC) 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, loan of Rs.126.78 Crores borrowed by the company which was part of the total Loan Agreement was also restructured. As per the terms of the agreement with DBS Bank Limited, upon default by step down subsidiary (CSC), the bank exercised their right and assigned the debts to a third party and also exercised proxy voting rights to take management control of the step down overseas subsidiary [CSC]. As result of the above unilateral action of DBS Bank , the loan borrowed by the company to the tune of Rs.126.78 crores also stands extinguished. Consequently this liability is transferred to Opto Cardiac Care Ltd, (a WOS) wherein the Investment in Cardiac Science Corporation, U.S.A, is transferred as stepdown wholly owned subsidiary.
(ii) Current unsecured loans includes interest free loans of Rs.1,714.82 Lakhs from directors.
(iii) State Bank India,The Bank of Nova Scotia, HDFC Bank Limited, Standard Chartered Bank Ltd, Yes Bank Ltd have suspended charging the interest as these loans are categorised as NPA. The company has not recognised the interest on these borrowings. In View of the above confirmation of balances were not obtained from these banks.
(iv) Bank of Nova Scotia and HDFC Bank have, as lenders to the company and CIMB, Malaysia which has invoked the corporate guarantee, as Financial Creditors filed winding up petitions before the High Court of Karnataka. The management is making efforts to negotiate and settle with said banks for OTS which is under negotiation.
1) Rs.775 lakhs related to HDFC Bank is over due and as such categorised under other financial liabilities.
2) The Management is negotiating to settle with said bank for Restructure / Rephasement Settlement scheme.
1) These are the receivables which were overdue for more than three years. Company was not able to recover these long outstanding receivables even after putting constant efforts. Therefore the management has decided to make the provision for bad and doubtful debts and seek regulatory authorities approval for such write off.
2) These stocks are specifically earmarked for Cardiac Science Corporation and Criticare System, Inc. Due to hostile take over of these subsidiaries, these stocks are no more usable and hence the provision has been made for such impairment loss in inventory value. Company would seek approval for such write off from appropriate authority.
NOTES:
1A 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
1B 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 2
Previous yearâs figures have been regrouped /reclassified wherever necessary to correspond with the current yearâs classification / disclosure.
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 Honâble High Court of Karnataka which has been admitted on 7th March 2014, adjourned sine die and referred to a larger bench of the Honâble 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 Honâble High Court of Karnataka which has been admitted on 7th March 2014, adjourned sine die and referred to a larger bench of the Honâble 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 à 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 à Contingent liability Amount in Rs.
Particulars As at 31st March, 2012 As at 31st March, 2011
Income tax matters à 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 Ã
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 à 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 à 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 Ã 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 Ã
GMBH
Corporate guaranteeà 6,697.50 Ã
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.