Opto Circuits India Directors Report, Opto Circuits Reports by Directors
Opto Circuits India
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Directors Report Year End : Mar '14    « Mar 13
The Members,
 We are pleased to present the 22nd Annual Report of OPTO CIRCUITS
 (INDIA) LIMITED, together with the Audited Financial Statements and the
 Auditor''s Report of your Company for the year ended 31st March 2014.
 Particulars for                           2014          2013
 year-ended March 31st
 TOTAL REVENUES                        26,110.89     69,698.08
 Expenditure                           20,937.86     45,210.72
 Profit before Depreciation             5,965.29     25,148.51
 Depreciation                             792.27        661.15
 Profit before Tax                      5,173.02     24,487 36
 Provision for Taxation                   957.23        382.99
 Profit for the year                    4,215.79     24,104.37
 Surplus carried to
 Balance Sheet                          4,215.79     24,104.37 
 Standalone Total Revenues are at Rs. 26,110.89 lacs for the year ended
 31st March, 2014 as against Rs. 69,698.08 lacs for the corresponding
 period of Financial Year 2013. Standalone Profit after Tax for the year
 ended 31st March, 2014 is at Rs. 4,215.79 lacs, as against Rs. 24,104.37
 lacs for the corresponding period of Financial Year 2013.
 No material changes and commitments affecting the financial position of
 the Company have occurred between the end of the financial year 2013-14
 and the date of this Report.
 Your Directors have not recommended any dividend for the year ended
 31st March 2014.
 An amount of Rs 4,215.79 lacs is proposed to be retained in the Profit
 and Loss Account.
                                             Rs. in Lacs
 Particulars for the                       2014         2013
 year-ended March 31st
 TOTAL REVENUES                        147,132.58     240,666.39
 Expenditure                           128,361.01     192,522.88
 Profit before Depreciation             18,771.57      48,143.52
 Depreciation                            7,570.14       9,595.14
 Profit before Tax                      11,201.43      38,548.38
 Provision for Taxation                  2,197.43         312.19
 Profit for the year                     9,004.00      38,236.19
 Proposed Dividend                              0              0
 Tax on Dividend                                0              0
 Minority Interest                         (93.23)        254.72
 Surplus ramed to Balance                 9097.23      37,981.47
 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.
 Consolidated Revenue is at Rs. 147,132.58 lacs for the year ended 31st
 March, 2014 as against Rs. 240,666.39 lacs for the corresponding period
 of Financial Year 2013. Consolidated Profit after Tax for the year
 ended 31st March, 2014 is at Rs. 9,004.00 lacs, as against Rs. 38,236.19
 lacs for the corresponding period of Financial Year 2013. Earnings per
 Share for the year-ended 31st March 2014 is at Rs. 3.75 (Basic).
 As on 31st March 2014, your Company had nine direct subsidiary
 companies, listed as under:
 SUBSIDIARY COMPANY ACCOUNTS Ministry of Corporate Affairs, Government
 of India, vide General CircularNo.2/2011, dated 8th February 2011,
 granted a general exemption from attaching various documents in respect
 of subsidiary companies, as set out in sub-section (1) of Section 212
 of the Companies Act, 1956. Accordingly, the Balance Sheet, Statement
 of Profit and Loss and other documents of the subsidiary companies are
 not being attached with the Annual Report of the Company. However,
 Financial information of the subsidiary companies, as required under
 the said Circular, have ben furnished under Details of Subsidiaries
 forming part of the Annual Report.  The Company will make available the
 annual accounts of subsidiary companies and the related detailed
 information to any investor, of holding and of subsidiary companies,
 seeking such information at any point of time. The annual accounts of
 the subsidiary companies will also be kept open for inspection by any
 investor at the registered office of the Company and that of the
 respective subsidiary companies.  The Consolidated Financial Statements
 presented by the Company include financial results of its subsidiaries.
 Your Company does not fall under the category of power intensive
 industries. However, sustained efforts are taken to reduce energy
 consumption. The organization is an ISO 14001 certified Company which
 is an international Environment Management System Standard. The
 environmental policy of your Company aims at conservation of natural
 resources and minimization of pollution.
 Your Company earned Rs. 22,867.16 lacs in foreign exchange in the year
 under review.
 Apart from above, there were no employees were covered under the
 provisions of Section 217(2A)(a)(iii) of the Companies Act, 1956.
 CORPORATE GOVERNANCE REPORT Corporate Governance Report, and the
 Certificate dated 12th August 2014 from the Auditors of your Company
 regarding compliance to the conditions for Corporate Governance as
 stipulated in Clause 49 of the Listing Agreement with the Stock
 Exchanges are enclosed.
 DIRECTOR''S RESPONSIBILITY STATEMENTS Pursuant to the requirement under
 section 217 (2AA) of the Companies Act, 1956, with respect to the
 Directors Responsibility Statement, it is hereby confirmed:
 a) That in the preparation of the Annual Accounts for the financial
 year ended 31st March 2014, the applicable Accounting Standards have
 been followed along with proper explanation relating to material
 departures, if any.
 b) That the Directors have selected such appropriate accounting
 policies and applied them consistently and made judgments and estimates
 that were reasonable and prudent so as to give a true and fair view of
 the state of affairs of the Company at the end of the financial year
 and of the profit of the Company for that financial year.
 c) That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 d) That the Directors have prepared the annual accounts on a going
 concern basis.
 Your Company''s securities are listed on The Bombay Stock Exchange
 Limited (BSE) and The National Stock Exchange of India Limited (NSE).
 Your Company has not accepted any fixed deposits from the public during
 the financial year under review.
 Mr. Jayesh Chandrakant Patel (DIN: 01338843), and Mr.  Thomas Dietiker
 (DIN: 01424625) retires by rotation and being eligible, offers
 themselves for re-appointment at the ensuing Annual General Meeting.
 The Board of Directors recommend their appointment.
 Mr. Vivek Ramnani and Mr. Ashwin Khemani ceased to be an Alternative
 Directors of the Company with effect from 30.09.2013.
 The Company had appointed Mr. Rajkumar Tulsidas Raisinghani (DIN:
 01411084) and Dr.Anvay Vinayak Mulay (DIN: 01479415) as Non-Executive
 Directors, liable to retire by rotation under the Companies Act, 1956.
 These Directors are also Independent Directors pursuant to Clause 49 of
 the Listing Agreement.
 In terms of provisions of Companies Act, 2013, Independent Directors
 are not liable to retire by rotation. It is proposed to appoint the
 aforementioned Directors as Independent Directors at the AGM for a
 period of three years with effect from the date of the AGM.
 Appropriate resolutions seeking your approval for the appointment of
 above persons as Independent Directors of the Company, forms part of
 the Notice calling the AGM.
 Brief resume of the Directors seeking appointment / re- appointment at
 the Annual General Meeting, as required under Clause 49 of the Listing
 Agreement and Companies Act 2013, forms part of the Notice convening
 the Annual General Meeting.
 M/s Anand Amarnath & Associates, Chartered Accountants, Bengaluru,
 Statutory Auditors of the Company, hold office until the conclusion of
 the ensuing Annual General Meeting and are eligible for reappointment.
 In terms of Section 139 of the Companies Act, 2013, they can be
 appointed for a remaining term of three years starting from the
 conclusion of the ensuing Annual General Meeting until the conclusion
 of the Twenty Fifth Annual General Meeting of the Company to be held in
 the year 2017 (subject to ratification of re- appointment by the
 members at every AGM held after this AGM) The Company has received
 letter from the Statutory Auditors to the effect that their
 reappointment, if made, would be within the prescribed limits under
 Section 139 of the Companies Act, 2013 and that they are not
 disqualified for reappointment.
 The Board of Directors of the Company would like to give following
 explanations and clarifications with respect the Qualifications
 /observations made by the Auditors in their report dated 30th May, 2014
 for Consolidated Financial Statements under the heading Opinion in
 points (a) to (f) and under other matters.
 a) Company has already paid part of the dividend; balance representing
 to promoters / associates is being paid in due course.
 b) (i) With regard to the observations of Stock Auditors of Advanced
 Micronic Devices Limited: Company has assessed the entire Terminals and
 Multi Para Patient Monitors inventory.  During the Financial year,
 written-off inventory was worth Rs.328.81 Lacs.  Efforts are in
 progress to sell the remaining inventory including Terminals and Multi
 Para Patient Monitors.
 b) (ii) & d) Advanced Micronic Devices Limited confirm that the
 receivables of Rs.1967 Lacs over a period of 180 days are good. Company
 is awaiting for certification from our principles for the powerlines
 and other surveys done. We expect to receive the payments before
 December 2014. In other cases, where there has been undue delay,
 Company is aggressively pursuing for the payment or return of the
 c) Advanced Micronic Devices Limited has a branch at USA.  Since there
 is no mandatory requirement for such branch audit in USA, and also
 considering the cost involved, the Company has deferred its Audit plans
 of this US branch, but however, have instituted adequate internal
 control systems, checks and mechanism in place and is directly
 monitoring the same.
 e) Cardiac Science Corporation has incurred losses in F.Y 2012- 13 due
 to a loss making division, Cardiac Monitoring division.  The same has
 since been hived off and the resultant losses have been cut down during
 F.Y.2013-14. In addition various cost cutting measures have been
 deployed to keep the Company running smoothly which were effective in
 2013- 14. Further Parent Company support is always available for any
 exigency. In view of the above facts, company is of the opinion that
 Cardiac Science Corporation is a going concern which has been proved
 beyond doubt by its operations in 2014 in which year the Company has
 obtained FDA clearance for Powerheart AED G5 equipment.
 f) Opto Eurocor Gmbh is a step down subsidiary of Opto Circuits (India)
 Limited. There is no specific requirement of independent audit in the
 country of Operations for a company of that size & operations. However
 adequate internal controls and systems are in place for effective
 monitoring by the parent Company.
 Further a reference to Note 30 B of Notes to accounts refers to a
 provision not made for Minimum Alternate Tax. Note 30 B is self
 explanatory and no further explanation is needed.
 Under Other Matters of Auditors Report for Consolidated Financial
 The Company has step down subsidiaries in overseas and the completion
 of audit some times goes beyond the time required under the statutes
 and regulatory frame work in India, to file audited consolidated
 accounts by 60 days from the end of the Financial year. In this respect
 the Audited Financial Accounts for Cardiac Science Corporation,
 Criticare systems Inc and Unitexis Vascular Inc have been received
 subsequent to 30-5-2014. All the above step-down subsidiaries have
 contributed to the extent of Rs.121,293 Lacs in assets and Rs. 77,042
 Lacs in Revenue.
 Under annexure to Auditors report for Standalone financial statements
 not covered above;
 The Company has made representations for waiver of Cost Audit through
 the relevent trade bodies, as its operations are predominantly in SEZ.
 The Company is confident that its representations are being heard and
 that the request seeking waiver of Cost Audit would be accepted.
 With regard to term loan, the Company could not repay the last two
 instalments due to temporary liquidity issues in Quarter 4, as it has
 to meet statutory payments in priority.  However Company is making
 efforts to repay the overdue instalments during the current financial
 Your Directors greatly appreciate the commitment and dedication of
 employees at all levels that have contributed to the growth and success
 of your Company. Your Company also thank all our stakeholders,
 customers, vendors, investors, bankers and other business associates
 for their continued support and encouragement during the year.
 For and on behalf of the Board
 Chairman & Managing Director
 Place: Bengaluru
 Date: 12th August 2014
Source : Dion Global Solutions Limited
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