To the members,
 
 We are pleased to present the 19th 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 2010 to 31st march 2011.
 
 FINANCIAL HIGHLIGHTS:
 
 OPTO CIRCUITS – STANDALONE
 
                                                       Rupees in Lacs
 
 Particulars for the year –
 ended march 31st                            2011                2010
 
 Total revenues                         63,927.17           46,092.50
 
 Expenditure                            39,253.82           29,576.67
 
 Profit before depreciation             25,263.97           16,825.54
 
 Depreciation                              590.62              309.71
 
 Profit before tax                      24,673.35           16,515.83
 
 Provision for taxation                    267.78            1,648.72
 
 Prior year adjustment                      31.95            (163.53)
 
 Profit for the Year                    24,437.52           14,703.58
 
 Appropriations
 
 Proposed dividend                       8,402.98            8,173.20
 
 Tax on dividend                         1,395.69            1,389.04
 
 Surplus carried to Balance             14,638.85            5,141.34
 sheet
 
 OPERATIONS
 
 Standalone total revenues are at rs. 63,927.17 lacs for the year
 ended 31st march, 2011 as against rs. 46,092.50 lacs for the
 corresponding period of FY2010, a growth of 39%. standalone profit
 after tax for the year ended 31st march, 2011 is at rs. 24,437.52
 lacs, as against rs. 14,703.58 lacs for the corresponding period of
 FY2010, a growth of 66%.
 
 No material changes and commitments affecting the financial position of
 the Company have occurred between the end of FY2011 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. 4.50 per equity share of face value Rs. 10
 for the year ended 31st march 2011.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer rs. 2,500.00 lacs to General reserves
 out of the amount available for appropriation. an amount of rs.
 33,109.99 lacs is proposed to be retained in the profit and Loss
 account.
 
 GROUP FINANCIAL HIGHLIGHTS:
 
 OPTO CIRCUITS – CONSOLIDATED
 
                                                      Rupees in Lacs
 
 Particulars for the year –
 ended march 31st                              2011             2010
 
 Total revenues                          161,599.62        106,999.76
 
 Expenditure                             122,356.62         77,676.06
 
 Profit before depreciation               44,322.78         32,103.63
 
 Depreciation                              5,079.78          2,779.93
 
 Profit before tax                        39,243.00         29,323.70
 
 Provision for taxation                    2,508.95          2,963.73
 
 Prior year adjustment                       120.55          (319.12)
 
 Profit for the Year                      36,854.60         26,040.85
 
 Appropriations
 
 Proposed dividend                         8,434.90          8,194.48
 
 Tax on dividend                           1,409.95          1,396.44
 
 Minority interest                           129.68             10.42
 
 Unrealised profit                           140.83
 
 Surplus carried to Balance               26,880.07         16,298.68
 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 total revenues are at rs. 161,599.62 lacs for the year
 ended 31st march, 2011 as against rs. 106,999.76 lacs for the
 corresponding period of FY2010, a growth of 51%.  Consolidated profit
 after tax for the year ended 31st march, 2011 is at rs. 36,854.60
 lacs, as against rs. 26,040.85 lacs for the corresponding period of
 FY2010, a growth of 41%. earnings per share for the year-ended 31st
 march 2011 is at rs. 19.70 (Basic).
 
 CAPITAL STRUCTURE:
 
 CONVERTIBLE SHARE WARRANTS
 
 The Company had allotted 3,179,000 and 1,500,000 Convertible share
 Warrants at the rate of rs. 210.00 per warrant, to its promoters ,
 employees of the Company/subsidiaries and others on 29th July, 2009 and
 9th april 2010 respectively. Out of these, 3,500,000 share warrants
 were converted and an allotment of 3,500,000 equity shares was made
 during the financial year.
 
 Details of allotment of equity shares:
 
 Allottee                               No. of equity shares allotted
 
 mr. Vinod ramnani                                          1,000,000
 
 ms. usha ramnani                                           1,000,000
 
 mr. Gautam G Gumnani                                       1,500,000
 
 The Company allotted 1,500,000 convertible share warrants to
 non-resident indian (nri) mr. Gautam G Gumnani on 9th april, 2010, on
 receipt of Foreign investment promotion Board (FipB) approval dated 6th
 april, 2010.
 
 SUBSIDIARIES
 
 ACQUISITIONS BY OPTO CIRCUITS (INDIA) LTD:
 
 During the year, the Company acquired three companies (one domestic and
 two overseas):
 
 - N.s. remedies pvt. Ltd., an advanced stent manufacturing company
 based in West Bengal, india.
 
 - Unetixs Vascular inc., a specialist in vascular diagnostics based in
 rhode island, usa.
 
 - Cardiac science Corporation, owner of reputed cardiology product
 brands like quinton®, Burdick® and powerheart® based in Washington,
 usa.
 
 (The above three acquisitions have been discussed in detail in the
 management discussion & analysis segment, later in this report.)
 
 INVESTMENT BY OPTO CIRCUITS (INDIA) Ltd :
 
 During the year, Opto Circuits invested into the following wholly owned
 subsidiaries:
 
 OPTO CIRCUITS (MALAYSIA) SDN. BHD.:
 
 Opto Circuits invested rs. 4,463.00 lacs in a highly scalable, world
 class facility in Johor Bahru, malaysia. this facility enjoys strategic
 advantages from a supplier- logistic perspective, enables better access
 to our customers in asian markets, while simultaneously augmenting our
 global manufacturing abilities. this facility is located within a
 technology park and enjoys tax exemption on income for the next 10
 years subject to the statute/rules applicable in its country of
 domicile. Going forward, it is proposed that the facility be utilized
 to launch some of our new products or products that are presently in
 the pipeline.
 
 opto eurocor healthcare ltd. (oehl):
 
 Altron industries pvt. Ltd., an Opto Circuits subsidiary, was renamed
 as Opto eurocor Healthcare Ltd. during the year 2010 - 2011. Opto
 eurocor Healthcare Ltd., will house the minimally invasive product
 portfolio within the Group. Opto Circuits invested rs. 1,400.00 lacs in
 OeHL during the last fiscal.
 
 Opto cardiac care ltd. (occl):
 
 OCCL was founded as a subsidiary of Opto Circuits (india) Ltd. OCCL
 will house a significant part of the noninvasive product portfolio
 within the Group. Opto Circuits invested rs. 4,000.00 lacs in OCCL
 during the last fiscal.
 
 INVESTMENTS BY SUBSIDIARIES:
 
 During the year, the Company, through its subsidiaries, Criticare
 systems, inc. , mediaid, inc. and eurocor GmbH made investments into
 Criticare – malaysia, mediaid - dubai and eurocor – malaysia
 respectively. these were rendered as wholly owned subsidiaries and
 thereby the step-down subsidiaries of Opto Circuits (india) Limited.
 
 TRANSFER OF INVESTMENTS WITHIN THE GROUP:
 
 During the year, advanced micronic devices Ltd.  (amdL) transferred its
 investment in micronic Healthcare pvt. Ltd., to Opto infrastructure
 Ltd. (OiL), for a value of rs. 1.00 lac.
 
 During the year, OeHL transferred the assets net of liabilities related
 to the Company''s hotel line of business for a value of rs 60.00 lacs to
 micronic Healthcare pvt. Ltd. (mHpL), a wholly owned subsidiary of OiL.
 Consequently, mHpL became the owner of such net assets and would carry
 on the business going forward.
 
 As on 31st march 2011, your Company had fourteen subsidiary companies,
 listed as under:
 
                                              Country of
 Name of the Company                       incorporation      % Holding
 
 1. Advanced micronic devices Ltd.                 India         59.71%
 
 2. Mediaid, inc.                                    USA           100%
 
 3. Opto eurocor Healthcare Ltd.                   India           100%
 
 4. Eurocor GmbH                                 Germany           100%
 
 5. Ormed medical technology Ltd.                  India           100%
 
 6. Devon innovations pvt. Ltd.                    India           100%
 
 7. Criticare systems, inc.                          USA           100%
 
 8. Opto infrastructure Ltd.                       India         87.06%
 
 9. Maxcor Lifescience inc.                          USA           100%
 
 10. N. s. remedies pvt. Ltd.                      India           100%
 
 11. Unetixs Vascular, inc.  usa 100%
 
 12. Opto Circuits (malaysia) sdn. Bhd.         Malaysia           100%
 
 13. Cardiac science Corporation                     USA           100%
 
 14. Opto Cardiac Care Ltd.                        India           100%
 
 Ministry of Corporate affairs, Government of india, 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 the 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
 subsidiary companies will also be kept open for inspection by any
 investor at the registered offce of the Company and that of the
 respective subsidiary companies. the consolidated financial statements
 presented by the Company include financial results of its subsidiaries.
 
 EVENTS AFTER THE BALANCE SHEET DATE
 
 CORPORATE RESTRUCTURING: THE WAY FORWARD
 
 The Company has undertaken a restructuring initiative to align
 complementary business lines to achieve cost effectiveness and
 operational efficiencies. investments of three us-based subsidiaries:
 Cardiac science Corporation, Criticare systems inc.  and unetixs
 Vascular, inc., were transferred to Opto Cardiac Care Ltd. investments
 of subsidiaries, eurocor GmbH and n.s. remedies pvt. Ltd. were
 transferred to Opto eurocor Healthcare Ltd. Both Opto Cardiac Care Ltd.
 and Opto eurocor Healthcare Ltd. are 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 shareholder valuation.
 
 
 CONSERVATION OF ENERGY
 
 The Company does not fall under the category of power intensive
 industries. However, sustained efforts are taken to reduce energy
 consumption. the organization is an isO 14001 certified Company which is
 an international environmental 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 has replaced incandescent lamps with 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.
 
 RESEARCH & DEVELOPMENT
 
 Our life sciences and engineering teams, working out of facilities in
 usa, Germany and india, collaborate on projects and leverage on each
 others'' domain expertise. We also join forces with universities and
 research fellows interested in defning the next generation of medical
 devices.
 
 Our teams, across functions, collaborate to identify trends and seek to
 implement the latest and clinically relevant engineering and design
 systems. every year, we endeavour to bring out new products and
 products with new features that are designed to complement the changing
 clinical requirements of our customers.  Currently, we hold 168
 international patents and have many more in the pipeline. some of our
 key innovations have been drug- eluting balloons, anesthetic gas
 benches, combination angioplasty devices and many pulse oximetry sensor
 technologies.  some of our current projects are in the realm of the
 following:
 
 i) Developing minimally-featured value equipment for hospital use in
 emerging markets, ii) converting high acuity hospital- use products
 into low acuity home use medical gadgets, iii) connecting medical
 equipment to hospital electronic systems and encouraging collaboration
 amongst systems, iv) extending clinical applications of drug coated
 balloons and offering alternative drugs on drug eluting stents.
 
 As of 31st march 2011 the Group employed more than 100 people (around
 7% of the total workforce) to design, develop and research on products
 and technologies of the future. each wholly owned subsidiary is headed
 by a CeO and has a technology manager who manages r&d. Opto Circuits''
 r&d division works for subsidiaries and also works on projects to be
 marketed by subsidiaries.  to enhance our future growth and strengthen
 our market position, we have made and will continue to make significant
 investments in research and development. the Group''s total investment
 in r&d for FY2011 has been at 4% of Consolidated total sales.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The Company earned rs. 57,257.94 lacs in Foreign exchange in the year
 under review. Foreign exchange outgo including expenditure on capital
 goods was rs. 53,051.12 lacs.
 
 PARTICULARS OF EMPLOYEES
 
 Information as per section 217 (2a) of the Companies act, 1956, read
 with Companies (particulars of employees) rules 1975, as amended, is as
 follows:
 
 Name                          Mr. Vinod ramnani     Ms. Usha Ramnani
 
                               Chairman and          Executive director/
 Designation and
                               Managing director/    Managerial
 Nature of duties              Managerial
 
                               Rs. 52,47,027/-       Rs. 52,47,027/-
 Remuneration received         perquisites rs.       perquisites rs.
                                   26,23,513/-           26,23,513/-
 
                               Bachelor of engi-     Masters in Com-
 qualifcation and experience.  neering/ 32 years     merce/ 28 years
 
 Date of commencement of       08.06.1992            08.06.1992
 employment
 
 Age                                   55 years            54 years
 
                               Elekon industries     United india insur-
 Last employment held.                 Pvt. Ltd.     ance Company Ltd.
 
 Employed for part of the year - NIL
 
 Apart from the 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 Certifcate dated 22nd august 2011 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 responsibility statement, it is hereby confirmed:
 
 a) That in the preparation of the annual accounts for the financial
 year ended 31st march 2011, 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 suffcient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 d) That the directors have prepared the annual accounts on a going
 concern basis.
 
 LISTING OF SECURITIES
 
 The Company''s securities are listed on the Bombay stock exchange
 Limited (Bse) and the national stock exchange of india Limited (nse).
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits from the public during
 the financial year under review.
 
 DIRECTORS
 
 Dr. anvay mulay, mr. rajkumar raisinghani and mr. Jayesh C. patel
 retire by rotation and offer themselves for re-appointment.
 
 AUDITORS
 
 The auditors, m/s. anand amaranth & associates, Chartered accountants,
 Bengaluru, retire at the conclusion of the forthcoming annual General
 meeting. Your Company has received a letter from them to the effect
 that their re-appointment, if made, will be in accordance with the
 provision of section 224 (B) of the Companies act 1956.
 
 With respect to observation made by the statutory auditors in Clause
 xvi of annexure to auditor''s report on the standalone financials, your
 directors state as below:
 
 Your Company acquired Cardiac science Corporation (CsC) during FY2011.
 this acquisition was completed in december 2010, which was close to
 year end FY2011. as an interim measure, short term funds were used
 towards integration and stabilization of operations of CsC without
 impacting customer orders and revenue growth. the Company has since
 rectifed the fund position.
 
 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
 
 Opto Circuits (india) Ltd.
 
 Place: Bengaluru
 
 Date: 22nd august 2011