Opto Circuits India Directors Report, Opto Circuits Reports by Directors

Directors Report	Year End : Mar '12 � Mar 11

The are pleased to present the 20th Annual REPORT on the business and operations of Opto Circuits (India) Limited, together with the audited financial statements and the Auditor''s REPORT of your Company for the financial period 1st April 2011 to 31st March 2012. FINANCIAL HIGHLIGHTS: OPTO CIRCUITS � STANDALONE Rs. in Lacs Particulars for the 2012 2011 year-ended March 31st TOTAL REVENUES 67,108.00 63,927.17 Expenditure 42,705.76 38,631.26 Profit before Depreciation 24,402.24 25,295.92 Depreciation 605.19 590.62 Profit before Tax 23,797.04 24,705.30 Provision for TAXATION 320.51 267.78 Profit for the year 23,476.54 24,437.52 APPROPRIATIONS Proposed Dividend 7,269.58 8,402.98 Tax on Dividend 1,179.31 1,395.69 Surplus carried to Balance 15,027.65 14,638.85 Sheet OPERATIONS Standalone Total Revenues are at Rs. 67,108.00 lacs for the year ended 31st March, 2012 as against Rs. 63,927.17 lacs for the corresponding period of FY2011, a growth of 4.98%. Standalone profit after Tax for the year ended 31st March, 2012 is at Rs. 23,476.54 lacs, as against Rs. 24,437.52 lacs for the corresponding period of FY2011. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year 2011-12 and the date of this REPORT. DIVIDENDS Considering the performance of the Company and its resources to meet its future requirements, your Directors are pleased to recommend a Dividend at the rate of Rs. 3.00/- per equity share of face value Rs. 10/- for the year ended 31st March 2012. ISSUE OF BONUS SHARES During the year, the Company had approved the issue of Bonus Shares in the ratio of 3 equity share for every 10 fully paid-up equity share held , to the existing equity shareholders of the Company. Pursuant to Sec 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2011, approval of the shareholders was sought through Postal Ballot in respect of amendment to the Memorandum of Association and Articles of Association of the Company for increase in Authorized Share Capital, and for Issue of Bonus Shares in the ratio of 3:10 (i.e.3 fully paid Equity share for every 10 fully paid-up Equity share held). The said resolutions had been passed by the Shareholders of the Company with the requisite majority. On 31st March 2012, as approved by the shareholders, the Board of Directors of the Company has allotted 55,919,863 bonus equity shares of Rs. 10/- each in the ratio of 3:10 (Three bonus equity share for every Ten equity shares held) to the members, whose names appeared on the Register of Members on the Record Date fixed for the purpose. The Bonus shares were listed on the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE), where the equity shares of the Company are listed. TRANSFER TO RESERVES The Company proposes to transfer Rs. 2,400.00 lacs to General Reserves out of the amount available for appropriation. An amount of Rs. 45,737.63 lacs is proposed to be retained in the profit and Loss Account. GROUP FINANCIAL HIGHLIGHTS: OPTO CIRCUITS � CONSOLIDATED Rs. in Lacs Particulars for the 2012 2011 year-ended March 31st TOTAL REVENUES 237,041.59 161,599.62 Expenditure 185,417.99 122,236.07 Profit before Depreciation 57,086.35 44,443.33 Depreciation 5,462.75 5,079.78 Profit before Tax 51,623.59 39,363.55 Provision for TAXATION (5,716.42) 2,508.95 Profit for the year 57,340.02 36,854.60 APPROPRIATIONS Proposed Dividend 7,290.86 8,434.90 Tax on Dividend 1,187.87 1,409.95 Minority Interest 152.07 129.68 Surplus carried to Balance 48,709.22 26,880.07 Sheet As stipulated in the listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements, together with the Auditor''s REPORT, thereon, form part of the Annual REPORT. OPERATIONS Consolidated revenue are at Rs. 237,041.59 lacs for the year ended 31st March, 2012 as against Rs. 161,599.62 lacs for the corresponding period of FY2011, a growth of 47%. Consolidated profit after Tax for the year ended 31st March, 2012 is at Rs. 57,340.02 lacs, as against Rs. 36,854.60 lacs for the corresponding period of FY2011, a growth of 56%. Earnings per Share for the year-ended 31st March 2012 is at Rs. 23.6 (Basic). INVESTMENT BY OPTO CIRCUITS (INDIA) LTD. Sl. Country of Name of the company % holding No. Incorporation Advanced Micronic 1. India 59.71% Devices Ltd. 2. Opto Eurocor Healthcare Ltd. India 96.85% 3. Mediaid Inc. USA 100% Ormed Medical 4. India 100% Technology Ltd. 5. Devon Innovations Pvt. Ltd. India 100% 6. Opto Infrastructure Ltd. India 87.20% Opto Circuits (Malaysia) 7. Malaysia 100% Sdn. Bhd 8. Maxcor LifeScience Inc USA 100% 9. Opto Cardiac Care Ltd. India 100% SUBSIDIARY COMPANY ACCOUNTS Ministry of Corporate Affairs, Government of India, in their vide General Circular No.2/2011, dated 8th February 2011, granted a general exemption from attaching various documents in respect of subsidiary companies, as set out in sub-section (1) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, profit and Loss Accounts and other documents of the subsidiary companies are not being attached with the Annual REPORT of the Company. Financial information of the subsidiary companies, as required under the said Circular, is disclosed in the Annual REPORT. The Company will make available the annual accounts of subsidiary companies and the related detailed information to any investor of holding and of subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiaries. GLOBAL ECONOMY AND MEDICAL DEVICES The global economy witnessed a challenging phase in 2011- 12, characterized by instability, recession and financial crisis in Europe and US. Several major developing countries also witnessed deceleration in economic growth owing to a variety of factors including domestic policies. The Medical devices Industry covers a wide spectrum of products and encompasses everything from simple Band Aids to large and complex magnetic resonance imaging systems. Today, thousands of different kinds of medical devices are used to diagnose, treat and monitor patients in different and diverse settings, from the comforts of your home to critical care operation theaters in hospitals. Medical technology innovations have altered the healthcare delivery mechanism, aided by medical devices that constantly challenge existing paradigms and revolutionize the way treatments are administered. Last year was also a challenging year for the medical devices industry. Austerity measures by governments across the globe, challenging regulatory environment, declining pricing, decreasing hospital admissions, procedure volume concerns, and reimbursement pressures were some of the pressures that the industry faced. Despite the uncertain public policy environment, increased regulatory and pricing pressure, the industry is poised for growth. An ageing population, lifestyle and diet-related chronic diseases, increased life expectancy, greater focus to developing healthcare infrastructure in developing economies continue to create a demand for healthcare services and thereby for medical devices. The industry is expected to touch a staggering USD 350Bn in size, with an average growth of 5% from 2011, states the REPORT on ''Outlook for Medical devices, Espicom Business Intelligence''. INDUSTRY DYNAMICS Stringent regulatory and approval process continues to remain one of the key drivers of business dynamics in this industry. The companies and their products go through a rigorous process of approval, clinical trials, audits, inspections and registrations for every new market and for every product type/size. This has the potential of impacting the very performance of companies operating in this space considering it influences everything from product innovation, product pipeline to product marketing. Innovation and new product development is the cornerstone of any medical device company and is imperative to stay contemporary in the competitive context, counter technological obsolescence, remain relevant to the needs of diverse markets and customer groups since different sensitivities exist in terms of price points and design complexity. US continues to be the largest market for medical devices, holding in excess of 40% of the world medical device market and also creates about half of the global market demand, REPORTs Exvere Private Investment Bank. Over the past decade, the industry has shifted focus from the traditionally lucrative developed markets to the more promising emerging markets. A NOTEworthy portion of organic activities of the companies are channeled towards building resources, both capacity and people, to expand their customer base in these high growth markets. The expansion of these emerging economies, government funding and reforms, changing consumer lifestyles, increasing penetration of medical insurance products, and a rise in awareness and disposable income, has increased the demand for quality healthcare services. This, in turn, is expected to increase the demand for medical equipment and other support services. Today, the medical devices market in the BRIC countries, alone, accounts for nearly USD 10Bn and is growing at an average CAGR of 8%. INDUSTRY DEVELOPMENTS Passing of the healthcare reform bill in the US: The US Supreme Court upheld the Patient Protection and Affordable Care Act which was created to address the inefficiencies of the existing US healthcare structure. The reform now brings more than 32 million uninsured Americans into the insurance net. The bill also includes an excise tax of 2.3% to be levied on the revenues of medical device sales beginning January 2013. While the industry is still analyzing the impact of this reform, at the outset it is fair to estimate that the reform while providing a fillip to revenues through an expansion in the insured customer base, could potentially be a drag on the profits of medical device companies. Revamp of the FDA approval process: In August 2010, the U. S. Food and Drug Administration (FDA) announced a set of proposals for revamping the 510 (k) device approval protocols. The proposal outlined the FDA''s new vision to streamline the device review process and to make it more predictable and transparent. A detailed draft guidance which aims to provide detailed information about the current review practices for 510(k) submissions was circulated in December 2011. The FDA is currently seeking public comments on the draft guidance and, if finalized, it will replace the old documents which have long defined the approval pathway. CONSOLIDATED BUSINESS PERFORMANCE ANALYSIS In FY 12, the consolidated revenues of Rs. 2,370 crores grew 47% over revenues of FY 11. Net profit for FY 12 was Rs. 572 crores, growth of 56% over FY 11. The total assets of the consolidated group grew by 18% to Rs. 3531.26 crores. profit and Loss account statements of FY 2011 and FY 2012 are not directly comparable because FY 2011 included the financials of entities that were acquired at different points in time during the year whereas the FY 2012 profit and loss account included the complete 12 month financials of the same entities (wholly owned subsidiaries). This could impact the understanding and analysis of line items of the profit and Loss account when a YOY(year on year) comparison is made and could impact ratios that use items from the profit and loss account. During the year, we engaged in activities that we believe are central to defining the manner in which the group would conduct its business going forward. These activities were Entity restructuring where our two primary revenue segments took the form of legal entities and Integration of our entities in the US where a major portion of tasks that required synergizing business resources and process were executed. In the context of the above, we believe a further discussion on specific matters relevant for 2012 would enable better understanding of our business performance. REVISED ENTITY STRUCTURE: As previously shared with you in the FY 11 Annual REPORT, the group undertook the entity restructuring where investments held in FY 11 by the ultimate parent company OCI were transferred to Opto Cardiac Care Ltd. (OCCL) and Opto Eurocor Healthcare Ltd. (OEHL) in FY 12. The above altered the entity hierarchy from a single-level to multi-level and rendered direct subsidiaries to 9 in number as against 14 in FY 11. The new entity structure not only altered the numbers of entities involved in the process of consolidation but also impacted the process of consolidation. In FY 12, consolidation was first done at an OCCL and OEHL level and Consolidation at the ultimate parent Opto Circuits (India) Ltd. level included 9 entities unlike the 14 in the FY11 financials. Due to this reason the ''audited'' numbers for the consolidated entities OCCL and OEHL are not comparable for the prior period. Any measures /numbers/statistics provided in this REPORT at OCCL and OEHL entity level are those collated specifically and only for comparative and management REPORTing purposes. CURRENCY DEPRECIATION IN FY 12 AND IMPACT ON BUSINESS RESULTS: Treatment of foreign exchange in the Financials OCI financials Opto Circuits India (OCI), the operating parent entity domiciled in India, invoices revenues in USD and its expenses are largely transacted in the same currency with some expenses being invoiced in rupees. However, it REPORTs its financials in INR. As per Accounting Standard 11, the exchange differences, arising out of the company''s foreign currency transactions & translations, are recognized in the profit and Loss Statement under the item ''Other Income''. Opto Group financials 1. The group''s (OCI and its subsidiaries) operations substantially comprise currencies USD and Euro and consolidated financials are REPORTed in INR. These three currencies, therefore, become key influencers on the consolidated financial result for the financial year and on the balance sheet position as of financial year-end. 2. Owing to operations from various global locations gives rise to multi-currency cash flows and assets/ liabilities that have the potential to generate net income/loss from foreign exchange transaction/ translation. 3. At the stage where subsidiary financials are consolidated to arrive at Group financials, as per Accounting Standard 11, the non-rupee denominated financials of the entities domiciled outside India are converted into INR. The net positive or negative impact of the exchange differences are represented in the Foreign Currency Translation Reserve (FCTR), categorized under ''Reserves and Surplus'' in the Balance Sheet. AN UPDATE FROM OUR KEY ENTITIES: opto Circuits india: Opto Circuits India (OCI) offers quality and cost-effective solutions across various proprietary medical equipment technologies. In FY12, this entity contributed 28% to the group consolidated revenues and 41% to the consolidated net profit. Concerted efforts at growing this business through focused marketing to add more long term and strategic customers has steadily borne fruit. This entity''s net sales grew 11% over FY11. efforts to broad base the revenue profile of this entity across newer product and customer segments had an impact on the gross margins in the short term which in turn impacted the net profit which declined 4% over FY11. Today, OCI employs around 500 people, which accounts for 28% of the global workforce. The entity''s customer base includes an impressive lineup of multi-national companies, large US based group purchase organizations and distributors of international repute. OCCl: With global brand salience, spanning patient monitoring to automated external defbrillators, this group of companies, services a wide variety of customers including OEMs, group purchase organizations and international distributors, across 100 countries globally. In the last year, we took decisive steps to combine back-end operations, doing away with multiple executive management structures thereby removing redundant costs. Streamlining R&D functions, sharing and distributing it across capabilities in India and US helped achieve cost efciency. We also integrated and expanded manufacturing outside the US, thereby de-risking global manufacturing abilities. Today, OCCL possesses a strong brand product portfolio, larger addressable market with the inclusion of AEDs in the portfolio, a large customer base with marquee names, backed by operational and structural efficiencies that enable increased resilience to garner business in developed and emerging markets alike. OEHL: This entity houses recognized brands, established technology, large customer base, manufacturing abilities in emerging market geographies which are backed by innovative minimally invasive technologies and a quality manufacturing base. Revenues for this entity grew by 46% in FY12, over the prior year due to successful forays into newer geographies alongside expanding customer base in existing geographies CONCLUSION Activities that the group undertook during the year gone by has provided a repositioned and dovetailed resource pool, which will going forward help the group become a more focused contender in the medical devices space. The restructured Group now has within it clearly defined entities equipped with a cohesive product portfolio, manufacturing and distribution abilities that cumulatively contribute to profit and asset goals of the group alongside addressing the challenges of growth in an increasingly competitive market. The Company will continue to focus on improving its profitability model through its strategic manufacturing presence alongside efficient supply chain and cost management initiatives. The Company expects to sustain the momentum it has established in the developed markets and continue its aggressive emerging market penetration strategy. These initiatives hold promise of a sustained growth trajectory for the group in the years to come leading to significant value creation. RESULTS OF OPERATIONS PROFIT AND LOSS ACCOUNT � STANDALONE The following table sets forth selected financial data from our audited standalone Profit and loss statement, the components of which are also expressed as a percentage of our Total income for the periods indicated: Particulars for the year ended 2012 % of Total Income 2011 % of Total Income March 31st INCOME Sales 66974.17 99.80% 60320.27 94.36% Other Income 133.83 0.20% 3606.90 5.64% Total 67108.00 100.00% 63927.17 100.00% EXPENDITURE Manufacturing Expenses 38155.14 - 39300.77 - Increase/Decrease in WIP&FG (1345.65) - (4883.49) - Net Manufacturing Expenses 36809.49 54.85% 34417.28 53.84% Administrative & Selling Expenses 2230.80 3.32% 1721.16 2.69% Financial Expenses 3665.47 5.46% 2492.82 3.90% Depreciation 605.19 0.90% 590.62 0.92% Total 43310.95 64.42% 39221.88 61.40% Profit before Tax 23797.04 35.46% 24705.29 38.65% Provision for TAXATION 320.51 0.48% 267.78 0.42% Profit after Tax 23476.54 34.98% 24437.51 38.23% INCOME Total Turnover Rs. in Lacs Particulars 31.03.2012 31.03.2011 Sales 66974.17 60320.27 Other Income 133.83 3606.90 Total income 67108.00 63927.17 Sales increase of 11% FY 2012 over FY 2011 is driven by a strong growth in the supply of consumable sales to OEM partners and for the Mediaid and Criticare brands of patient monitors. OTHER INCOME Other Income which was Rs. 3606.90 lakhs in FY 2011 has an income of Rs. 133.83 lakhs in FY 2012. Major components of other income comprise of income from foreign exchange fluctuations. EXPENDTIURE NET MANUFACTURING EXPENSES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Manufacturing Expenses 37701.89 38642.40 Less: (Inc)/Dec in WIP & (1345.65) (4883.49) Finished Goods Factory Expenses 453.25 658.37 Total expenses 36809.49 34417.28 Total expenses as % of income 54.85% 53.84% ADMINISTRATIVE AND SELLING EXPENSES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Administrative Expenses 899.39 677.29 Staf Expenses 825.49 664.22 Selling Expenses 505.92 379.65 Total expenses 2230.80 1721.16 Total expenses as % of income 3.32% 2.69% FINANCIAL EXPENSES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Financial charges 3665.47 2492.82 Total 3665.47 2492.82 Total expenses as 5.46% 3.90% % of income In FY 2012, financial expenses largely comprised interest cost on working capital. Borrowing costs driven by exchange fluctuation; has resulted in 5.46% financial expense to income FY 2012 vs. 3.90% in FY 2011. PROFIT BEFORE DEPRECIATION, INTEREST AND TAX (PBDIT) Rs. in Lacs Particulars 31.03.2012 31.03.2011 Profit before Depreciation, 28067.71 27788.73 Interest & Tax profit before depreciation, 41.82% 43.47% interest & Tax as % of Total income NET PROFIT AFTER TAx Rs. in Lacs Particulars 31.03.2012 31.03.2011 Net Profit after Tax 23476.54 24437.52 Net profit after Tax as % of Total 34.98% 38.23% income The decrease of net profit after tax % is mainly due to increase in finance cost. BALANCE SHEET - STANDALONE Rs. in Lacs Particulars As at March 31 As at March 31 2012 2011 EQUITY AND LIABILITIES Share holders funds (a) Share capital 24231.94 18639.95 (b) Reserve and surplus 97078.88 87643.22 121310.82 106283.18 Non -Current Liabilities (a) Long term borrowing 800.40 14812.65 800.40 14812.65 Current liabilities (a) Short- term borrowings 64124.48 56865.29 (b) Trade payables 1212.60 668.36 (c) Other current liabilities 4587.04 15910.16 (d) Short-term provisions 8523.18 9859.03 78447.30 83302.85 Total 200558.52 204398.67 ASSETS NON-CURRENT ASSETS (a) Fixed assets (i) Tangible assets 7389.33 7858.79 (ii) Intangible assets 0.49 70.53 (iii) Capital work-in-progress 128.39 119.51 (iv) Intangible assets under development 0.00 0.00 7518.21 8048.83 (b) Non-current investments 38166.46 111438.91 (c) Deferred tax assets (net) 30.19 40.03 (d) Other non current assets 15468.14 4448.31 53664.80 115927.33 Current assets (a) Inventories 26544.73 24521.44 (b) Trade receivables 25733.40 22877.69 (c) Cash and cash equivalents 4559.74 11746.40 (d) Short-term-loans and advances 82537.64 21276.98 139375.51 80422.51 Total 200558.52 204398.67 NET WORTH Rs. in Lacs Particulars 31.03.2012 31.03.2011 Particulars 31.03.2012 31.03.2011 Share Capital 24231.94 18639.95 Reserves & Surplus 97078.88 87643.22 Net Worth 121310.82 106283.18 The Increase in networth is Rs. 15027.65 lacs. This amount comprises of current year profit after providing for Dividend and Dividend Tax. LOAN FUNDS Rs. in Lacs Particulars 31.03.2012 31.03.2011 Short Term Borrowings 64124.48 56865.29 Long Term Borrowings 1624.07 15535.47 Total loan Funds 65748.55 72400.76 The decrease in total borrowing owes to transfer of one of the bank borrowing to OPTO CARDIAC CARE LIMITED due to restructuring of subsidiaries. The short term loans comprise of working capital that has increased to fund growth in busi- ness operations. FIXED ASSETS Rs. in Lacs Particulars 31.03.2012 31.03.2011 Total net Block 7518.21 8048.83 The decrease of net profit after tax % is mainly due to increase in finance cost. RAW MATERIAL INVENTORY Rs. in Lacs Particulars 31.03.2012 31.03.2011 Raw Materials & Consumables 18222.35 17544.70 number of days to Consumption 176 166 FINISHED GOODS (FG) AND WORK-IN-PROCESS (WIP) Rs. in Lacs Particulars 31.03.2012 31.03.2011 Finished Goods and WIP 8322.39 6976.74 Number of days to sales 45 42 DEBTORS Rs. in Lacs Particulars 31.03.2012 31.03.2011 Debtors 25733.40 22877.69 Number of days to sales 140 138 CURRENT LIABILITIES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Trade payables 1212.60 668.36 Other current liabilities 3763.37 15187.33 Short-term provisions 8523.18 9859.03 Total Current liabilities 13499.15 25714.72 Number of days to sales 74 156 The current liabilities reffected as at 31st March 2011 include amounts that relate to liabilities for expenses attributable to the acquisition of CSC. Such are not included in the balanc- es above as at 31st March 2012 owing to them being paid / transferred to Opto Cardiac Care Limited as part of the entity restructuring initiative which has already been explained in the NOTEs to Stand Alone Financials (NOTE 11A and NOTE 15) Previous year''s figures have been regrouped /reclassified as per the new schedule VI format wherever necessary to correspond with the current year''s classification / disclosure. PROFIT AND LOSS ACCOUNT - CONSOLIDATED Rs. in Lacs Year ended March 31 Particulars 2012 % To Total Income 2011 % To Total Income INCOME Sales 2,35,685.43 99.43% 1,58,683.22 98.20% Other Income 1,356.15 0.57% 2,916.40 1.80% Total 2,37,041.58 100.00% 1,61,599.62 100.00% EXPENDITURE Cost of materials consumed 1,23,351.34 87,634.08 Increase/Decrease in W I P & Finished Goods (2,163.50) (4,098.55) Net Manufacturing Expenses 1,21,187.84 51.13% 83,535.54 51.69% Employee benefit expense 18,658.94 7.87% 11,007.36 6.81% Financial Cost 5,919.75 2.50% 3,205.87 1.98% Depreciation/ Amortisation 5,462.75 2.30% 5,079.78 3.14% Other Expenses 34,188.72 14.42% 19,407.52 12.01% Total 1,85,417.99 78.22% 1,22,236.07 75.64% profit for the year before Tax 51,623.59 21.78% 39,363.55 24.36% Provision for TAXATION (5,716.42) -2.41% 2,508.95 1.55% Profit after Tax 57,340.02 24.19% 36,854.60 22.81% INCOME Total Turnover Rs. in Lacs Particulars 31.03.2012 31.03.2011 Sales 2,35,685.43 1,58,683.22 Other Income 1,356.15 2,916.40 Total income 2,37,041.58 1,61,599.62 EXPENDTIURE NET MANUFACTURING EXPENSES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Manufacturing Expenses 1,23,351.34 87,634.08 Less: (Inc)/Dec in WIP & (2,163.50) (4,098.55) Finished Goods Total expense 121,187.84 83,535.55 Total expense as % of income 51.13% 51.69% STAFF AND OTHER EXPENSES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Staff Expenses 18,658.94 11,007.36 Other Expenses 34,188.72 19,407.52 Total 52,847.64 30,414.87 Total expense as % of income 22.29% 18.82% FINANCIAL EXPENSES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Financial Charges 5,919.75 3,205.87 Total 5,919.75 3,205.87 Financial expense 2.50% 1.98% as % of income DEPRECIATION & AMORTISATION Rs. in Lacs Particulars 31.03.2012 31.03.2011 Depreciation & 5,462.75 5,079.78 Amortisation Total 5,462.75 5,079.78 Depreciation & amortisation as % 2.30% 3.14% of income PROFIT BEFORE DEPRECIATION, INTEREST AND TAX (PBDIT) Rs. in Lacs Particulars 31.03.2012 31.03.2011 Profit before Depreciation, 63,006.10 47,649.20 Interest & Tax PBDIT as % of 26.58% 29.49% income BALANCE SHEET � CONSOLIDATED Rs. in Lacs Particulars As at 31.03.2012 As at 31.03.2011 EQUITY AND LIABIlITIES Shareholder''s Funds (a) Share Capital 24,231.94 18,639.95 (b) Reserves and Surplus 1,45,700.76 1,18,046.06 1,69,932.70 1,36,686.01 Minority Interest 1,804.17 2,189.43 Non-Current Liabilities (a) Long-term borrowings 29,686.90 26,254.26 (b) Deferred tax liabilities (Net) - 2,335.53 (c) Long term provisions 292.20 192.00 29.979.09 28,781.78 Current liabilities (a) Short-term borrowings 76,446.03 62,958.42 (b) Trade payables 20,672.36 22,880.39 (c) Other current liabilities 32,710.00 24,316.82 (d) Short-term provisions 21,581.26 22,154.72 1,51,409.64 1,32,310.35 Total 3,53,125.61 2,99,967.57 ASSETS Non-current assets (a) Fixed assets (i) Tangible assets 45,645.41 22,728.68 (ii) Intangible assets 25,459.72 21,385.31 (iii) Capital work-in-progress 4,294.97 3,396.43 75.400.10 47,510.42 Goodwill on Consolidation 44,913.35 62,643.13 (a) Non-current investments 1.09 1.09 (b) Deferred tax assets (net) 5,816.29 - (c) Long term loans and advances 8.34 8.34 (d) Other non-current assets 25,259.75 13,550.23 31,085.48 13,559.66 Current assets (a) Inventories 51,177.05 43,251.93 (b) Trade receivables 84,657.33 67,842.01 (c) Cash and Cash Equivalents 17,430.58 23,417.86 (d) Short-term loans and advances 44,603.71 39,531.39 (e) Other current assets 3,858.01 2,211.17 2,01,726.68 1,76,254.35 Total 3,53,125.61 2,99,967.57 NET WORTH Rs. in Lacs Particulars 31.03.2012 31.03.2011 Share Capital 24,231.94 18,639.95 Reserves & Surplus 1,45,700.76 1,18,046.06 Net Worth 1,69,932.70 1,36,686.01 LOAN FUNDS Rs. in Lacs Particulars 31.03.2012 31.03.2011 Total loan Funds 117,232.07 89,972.93 FIXED ASSETS Rs. in Lacs Particulars 31.03.2012 31.03.2011 Net block of Tangible Assets 45,645.41 22,728.68 Net block of Intangible Assets 25,459.72 21,385.31 Total net Block 71,105.13 44,114.00 GOODWILL Rs. in Lacs Particulars 31.03.2012 31.03.2011 Opening Balance 62,643.13 23,744.93 Additions /(Deletions) during (17,729.78) 38,898.20 the year net of Capital Reserve Closing Balance 44,913.35 62,643.13 RAW MATERIAL INVENTORY Rs. in Lacs Particulars 31.03.2012 31.03.2011 Raw materials & Consumables 39,730.21 33,968.59 Number of days to Consumption 118 142 FINISHED GOODS (FG) AND WORK-IN-PROCESS (WIP) Rs. in Lacs Particulars 31.03.2012 31.03.2011 Finished Goods 3,041.71 2,217.51 Work in Process 8,405.13 7,065.83 Stock of Finished Goods and 11,446.84 9,283.34 Work in process number of days to Sales 18 21 DEBTORS Rs. in Lacs Particulars 31.03.2012 31.03.2011 Debtors 84,657.33 67,842.01 Number of days to Sales 131 156 CURRENT LIABILITIES Rs. in Lacs Particulars 31.03.2012 31.03.2011 Current Liabilities 63,864.47 68,591.67 Number of days to sales 99 158 CONSERVATION OF ENERGY The company does not fall under the category of power in- tensive industries. However, sustained efforts are taken to re- duce energy consumption. The organization is an ISO 14001 certified company which is an international Environment Management System Standard. The environmental policy of the company aims at conservation of natural resources and minimization of pollution. During the year, the Bengaluru unit of the company is using CFL lamps for general lighting purposes; this has resulted in savings of 14,000 units of electrical energy per annum. Further, the company has also taken measures to save water; 75% of water consumed in the Company is now recycled and reused for landscaping purposes. FOREIGN EXCHANGE EARNINGS The Company earned Rs. 69,470.66 lacs in foreign exchange in the year under review. Apart from above there were no employees covered under the provisions of Section 217 (2A)(a)(iii) of the Companies Act, 1956. Mr. Vinod Ramnani and Ms. Usha Ramnani, being husband and wife, are related to each other. CORPORATE GOVERNANCE REPORT Corporate Governance REPORT, and Certificate dated 14th August 2012 from the auditors of your Company regarding compliance to the conditions for Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges are enclosed. DIRECTORS'' RESPONSIBILITY STATEMENTS Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Respon- sibility Statement, it is hereby confirmed: a) that in the preparation of the Annual Accounts for the f- nancial year ended 31st March 2012, the applicable account- ing standards have been followed along with proper expla- nation relating to material departures, if any. b) that the Directors have selected such appropriate ac- counting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of Affairs of the Company at the end of the financial year and of the profit of the Company for that financial year. c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in ac- cordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) that the Directors have prepared the annual accounts on a going concern basis. LISTING OF SECURITIES The Company''s securities are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). FIXED DEPOSITS The Company has not accepted any fixed deposits from the public during the financial year under review. DIRECTORS Mr. Vinod Ramnani, Ms. Usha Ramnani and Dr. Suleman Adam Merchant, Directors of the Company, liable to retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment ofer themselves for re-appoint- ment as directors. AUDITORS The Auditors, M/s. Anand Amaranth & Associates, Chartered Accountants, Bengaluru, retire at the conclusion of the ensuing Annual General Meeting. Your Company has received a letter from them to the effect that that their appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act 1956. ACKNOWLEDGEMENTS Your Directors greatly appreciate the commitment and dedication of employees at all levels that have contributed to the growth and success of the Company. We would also thank all our stakeholders, customers, vendors, investors, bankers and other business associates for their continued support and encouragement during the year. For and on behalf of the Board Vinod Ramnani Chairman & Managing Director Place: Bengaluru Date : 14th August 2012

Source : Dion Global Solutions Limited

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