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Opto Circuits India Directors Report, Opto Circuits Reports by Directors
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Opto Circuits India

BSE: 532391|NSE: OPTOCIRCUI|ISIN: INE808B01016|SECTOR: Hospitals & Medical Services
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Download Annual Report PDF Format 2015 | 2014 | 2013 | 2011 | 2010
Directors Report Year End : Mar '15    « Mar 14
The Board is pleased to present the 23rd Annual Report on the business
 and operations of Op to Circuits (India) Limited, together with the
 financial statements of your Company for the financial period 1st April
 2014 to 31st March 2015.
 
 FINANCIAL HIGHLIGHTS: OPTO CIRCUITS – STANDALONE
 
                                                    Rs, in Lacs
 
 Particulars for the                      2015             2014
 year-ended March 31st
 
 Total Revenues                      14,092.24        26,110.89
 
 Expenditure                         16,036.52        20,937.86
 
 Proft before Depreciation          (19,111.48)        5,965.29
 
 Depreciation                           972.80           792.27
       
 Proft before Tax                   (20,084.28)        5,173.02
 
 Provision for Taxation                  66.88           957.23
 
 Proft for the year                 (20,151.16)        4,215.79
 
 Surplus carried to Balance         (20,151.16)        4,215.79
 Sheet
 
 OPERATIONS - STANDALONE
 
 Standalone Total Revenues was at Rs, 14,092.24 lacs for the year ended
 31st March, 2015 as against Rs, 26,110.89 lacs for the corresponding
 period of FY2014, a decline of 46.03%.  Standalone Profit/(Loss) after
 Tax for the year ended 31st March, 2015 is at Rs, (20,151.16) lacs, as
 against Rs, 4,215.79 lacs for the corresponding period of FY2014.
 
 No material changes and commitments afecting the financial position of
 the Company have occurred between the end of the financial year 2014-15
 and the date of this report.
 
 DIVIDENDS
 
 Your Directors have not recommended any dividend for the year ended
 31st March 2015.
 
 TRANSFER TO RESERVES
 
 An amount of Rs, (20,151.16) lacs is proposed to be retained in the
 Profit and Loss Account.
 
 CHANGES IN SHARE CAPITAL.
 
 Increase in Authorized Share capital.  During the year under review,
 The Authorized Share capital of the Company was increased from Rs, 300
 Crores divided into 30 Crores of Equity Shares of Rs, 10 each to Rs,
 375 Crores comprising of Rs, 37.5 Crores of Equity Shares of Rs, 10
 each.
 
 DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
 
 During the year under review, the Company has not issued Shares with
 Differential Rights.
 
 DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
 
 During the year under review, the Company has not issued Shares
 Employee Stock Options.
 
 DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
 
 During the year under review, the Company has not issued Sweat Equity
 Shares.
 
 GROUP FINANCIAL HIGHLIGHTS: OPTO CIRCUITS – CONSOLIDATED
 
                                                          Rs, in Lacs
 
 Particulars for the                             2015            2014
 year-ended March 31st
 
 
 ToTal Revenues                            121,191.72      147,132.58
 
 Expenditure                               127,270.08      128,361.01
 
 Profit before Depreciation                 (6,078.36)      18,771.57
 
 
 Depreciation                                9,455.28        7,570.14
 
 Profit before Tax                         (15,533.64)      11,201.43
 
 Provision for Taxation                        171.28        2,197.43
 
 Proft for the year                        (15,704.92)       9,004.00
 
 
 appropriations
 
 Proposed Dividend                                  0               0
 
 Tax on Dividend                                    0               0
 
 Minority Interest                             (67.47)         (93.23)
 
 Surplus carried to Balance                (15,637.45)        9097.23
 Sheet
 
 OPERATIONS - CONSOLIDATED 
 
 Consolidated Revenue is at Rs, 121,191.72 lacs for the year ended 31st
 March, 2015 as against Rs, 147,132.58 lacs for the corresponding period
 of Financial Year 2014. Consolidated Proft after Tax for the year ended
 31st March, 2015 is at Rs, (15,704.92) lacs, as against Rs, 9,004.00
 lacs for the corresponding period of Financial Year 2014. Earnings per
 Share for the year-ended 31st March 2015 is at Rs, (6.45)(Basic).
 
 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
 
 COMPANIES
 
 During the year under review, company continues to have Nine (9) direct
 subsidiaries. In accordance with Section 129 (3) of the Companies Act,
 2013, we have prepared Consolidated Financial Statements of the Company
 and all its subsidiaries, which forms part of the Annual Report.
 Further, a Statement containing the salient features of the financial
 statement of our subsidiaries in the prescribed format AOC- 1 is
 appended as Annexure A to the consolidated financial Statement and
 hence not repeated here for the sake of brevity.
 
 The Policy for determining material subsidiaries as approved may be
 accessed on the Company''s website at the link: http://www.optoindia.
 com/pdf/OCIL-Policy on Material Subsidiaries.pdf.
 
 
 CONSERVATION OF ENERGY
 
 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.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO.  Your Company earned Rs, 11,574.37
 lacs in foreign exchange in the year under review.  Foreign Exchange
 Outflow was Rs, 7,416.16 Lacs.
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
 
 A Statement containing the names of every employee employed throughout
 the financial year and in receipt of remuneration in excess of Rs, 60
 Lakhs or more or employed part of year and in receipt of remuneration
 in excess of Rs,5 Lakhs or more, a month, under Information as per
 Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014, is as follows
  
 name                                                  Mr. vinod Ramnani
 
 Designation and Nature of       Chairman and Managing Director / Duties
                                                              Managerial
 
                                                           Rs, 5,247,024
          
 Remuneration Received
                                               perquisites Rs, 2,623,512
 
 Qualification and Experience         Bachelor of Engineering / 36 years
 
 Date of commencement of                                      08.06.1992 
 employment
 
 Age                                                            59 years
 
 Last employment held                      Elekon Industries Pet Limited
 
 
 Apart from above, there were no employees were covered under the above
 mentioned provisions.  Having regard to the provisions of the first
 proviso to Section 136(1) of the Act and as advised, the Annual Report
 excluding the information on Disclosures pertaining to remuneration and
 other details as required under Section 197(12) of the Act read with
 Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 is being sent to the members of the Company.
 The said information is available for inspection at the registered
 office of the Company during working hours and any member interested in
 obtaining such information may write to the Company Secretary and the
 same will be furnished on request.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of corporate
 governance and adhere to the corporate governance requirements set out
 by SEBI. The report on Corporate Governance as stipulated under the
 Listing Agreement forms an integral part of this Report.  The requisite
 certificate from the Auditors of the Company confirming compliance with
 the conditions of corporate governance is attached to the report on
 Corporate Governance.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors state that:
 
 a) in the preparation of the annual accounts for the year ended March
 31, 2015, the applicable accounting standards read with requirements
 set out under Schedule III to the Act, have been followed and there are
 no material departures from the same;
 
 b) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at March 31, 2015 and of the profit of the Company
 for the year ended on that date;
 
 c) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 d) the Directors have prepared the annual accounts on a ''going concern''
 basis;
 
 e) the Directors have laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and are operating effectively; and
 
 f) the Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems are
 adequate and operating effectively.
 
 LISTING OF SECURITIES
 
 Your Company''s securities are listed on The Bombay Stock Exchange
 Limited (BSE) and The National Stock Exchange of India Limited (NSE).
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits from the public during
 the financial year under review.
 
 DIRECTORS AND KEY MANEGERIAL PERSONNEL
 
 Induction
 
 On the recommendation of Nomination and Remuneration Committee, The
 Board appointed Ms.Suchitra Misra (DIN 02254365) as Non Executive
 Director with effect from March 31, 2015. We seek your support in
 confirming the appointment of Ms.Suchitra Misra, in the ensuing Annual
 General Meeting.
 
 On the recommendation of Nomination and Remuneration Committee and
 Audit and Risk Management Committee, The Board appointed
 Mr.Venkataraman Sundar as Chief Financial Officer (CFO) and Ms.Supriya
 kulkarni, as Company Secretary of the Company, with effect from
 September 12, 2015.
 
 RETIREMENT AND REAPPOINTMENTS As per the provisions of the Companies
 Act, 2013, Mr. Jayesh Chandrakant Patel (DIN:01338843), retires by
 rotation and being eligible, offers himself for re- appointment at the
 ensuing Annual General Meeting. The Board of Directors recommends his
 appointment.  None of the Independent Directors will retire at the
 ensuing Annual General Meeting.
 
 The Company had appointed Mr. Suleman Adam Merchant (DIN: 00475410) as
 Non-Executive Director, liable to retire by rotation under the
 Companies Act, 1956. He is also Independent Director 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 Director as Independent Director
 at the AGM for a period of three years with effect from the date of the
 AGM.
 
 Appropriate resolutions and 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.
 
 MANAGING DIRECTOR.
 
 The tenure of office of Mr. Vinod Ramnani as Managing Director expired
 on 31st May 2015.
 
 Based on the recommendation of the Nomination and Remuneration
 Committee, your Board of Directors at its meeting held on 29th May
 2015, re-appointed him as Managing Director for a period of 5 years
 with effect from 1st June 2015, Member''s support is sought in
 confirming the re appointment of Mr. Vinod Ramnani, in the ensuing
 Annual General Meeting.
 
 RESIGNATIONS
 
 During the period under review, Mr.Balasubramaniam.  V (DIN 01177493)
 Independent Director resigned with effect from December 23, 2014 and
 Mr. Bhaskar Bodapati Director (DIN 02210156) resigned with effect from
 January 09, 2015.
 
 Mr.P V Rao Chief Financial Officer resigned with effect from May 12,
 2015. Mr. Venkataraman Sundar, Company Secretary resigned with effect
 from September 12, 2015.
 
 The Board places on record its appreciation for the services rendered
 by them during their tenure with the Company.
 
 DECLARATION BY INDEPENDENT DIRECTORS.  The Company has received
 necessary declaration from Independent Directors that they meet the
 criteria of independence laid down in section 149 (6) of the Companies
 Act, 2013 and Clause 49 of the Listing Agreement.
 
 Training of Independent Directors.
 
 To familiarize the new inductees with strategy operations and functions
 of our Company, senior managerial personnel make presentations on
 Company''s strategy, Organization structure, Products, technology,
 quality, facilities. Further at the time of appointment of an
 Independent Director, the Company issues a formal letter of appointment
 outlining his or her role, function, duties and responsibilities as a
 Director.
 
 POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION.  The
 Nomination Remuneration and Evaluation Policy of the Company on
 directors'' appointment and remuneration, including criteria for
 determining qualifications, positive attributes, independence of
 director and other matters provided under Sub section (3) of Section
 178 of the Companies Act, 2013 adopted by the Board, is appended as
 Annexure 1 to the Board''s Report. The Policy also contains the
 evaluation framework as stipulated under the Clause 49 of the Listing
 Agreement which mandates that the Board shall monitor and review the
 Board evaluation framework. The Companies Act, 2013 states that a
 formal annual evaluation needs to be made by the Board of its own
 performance and that of its committees and individual directors. The
 evaluation of all the directors and the Board as a whole was conducted
 based on the criteria and framework adopted by the Board.
 
 MEETINGS OF THE BOARD
 
 Eleven Meetings of the Board of Directors were held during the year.
 For further details, please refer report on Corporate Governance on
 page No. 32 of this Annual Report.
 
 COMMITTEES OF THE BOARD.
 
 Currently, the Board has Five Committees: Audit and Risk Management
 Committee, Nomination and Remuneration Committee, Corporate Social
 Responsibility Committee, Stakeholders Relationship Committee and,
 Finance Committee.
 
 A detailed note on the Composition and Scope of the Committees is
 provided under the Corporate Governance Section in this Annual Report.
 
 AUDITORS
 
 At the Annual General Meeting held on September 30, 2014 M/s Anand
 Amarnath & Associates, Chartered Accountants, Bengaluru, were appointed
 as Statutory Auditors of the Company, hold office till the conclusion
 of the Annual General Meeting to be held in the calendar year 2017. In
 terms of First proviso to Section 139 of Companies Act, 2013, the
 appointment of auditors shall be placed for ratification at every
 Annual General Meeting.  Accordingly, the appointment of M/s Anand
 Amarnath & Associates, Chartered Accountants as Statutory Auditors of
 the Company is placed for ratification of shareholders.
 
 The Company has received letter from the Statutory Auditors to the
 effect that their reappointment, if made, would be in accordance with
 provisions of Section 141 of the Companies Act, 2013.
 
 SECRETARIAL AUDITOR
 
 The Board has appointed Mr. Vijayakrishna kT, Practicing Company
 Secretary, to conduct Secretarial Audit for the financial year 2014-15.
 The Secretarial Audit Report for the financial year ended March 31,
 2015 is annexed herewith marked as Annexure 2 to this Report. The Board
 of Directors of the Company hereby furnish following explanations and
 clarifications with respect the observations made by the Secretarial
 Auditors in their report dated November 18th 2015 under the heading
 observations in points (a) and (b):
 
 (a) The Company will take necessary steps to comply the appointment of
 Internal Auditor.
 
 (b) Due to technical issues in making the requisite returns, digitally
 signing the same and uploading, delays occurred in filings of certain
 returns. Extreme levels of care and caution will be exercised to ensure
 that such delays do not occur again.
 
 RISK MANAGEMENT
 
 The Company has laid down risk assessment and minimization procedures
 which are in line with the best practices in the industry and as per
 its experience and objectives. The risk management system is reviewed
 periodically and updated.
 
 INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal
 financial controls with reference to financial statements. During the
 year, such controls were tested and no reportable material weakness in
 the design or operation were observed.
 
 CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
 
 All contracts / arrangements / transactions entered by the Company
 during the financial year with related parties were in the ordinary
 course of business and on an arm''s length basis. During the year, the
 Company had not entered into any contract / arrangement / transaction
 with related parties which could be considered material in accordance
 with the policy of the Company on materiality of related party
 transactions.
 
 The Policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board may be
 accessed on the Company''s website at the link: http://www.
 optoindia.com/pdf/OCIL-Policy on Related Party Transactions.pdf.
 
 Your Directors draw attention of the members to Note No.28 to the
 financial statement which sets out related party disclosures.
 
 PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
 SECURITIES PROVIDED
 
 Particulars of loans given, investments made, guarantees given and
 securities provided along with the purpose for which the loan or
 guarantee or security is proposed to be utilized by the recipient are
 provided in the standalone fnancial statements.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR) The Corporate Social
 Responsibility Committee (CSR Committee) appointed by the Board, has
 formulated and recommended to the Board, a Corporate Social
 Responsibility Policy (CSR Policy) indicating the activities to be
 undertaken by the Company, which has been approved by the Board. The
 CSR Policy may be accessed on the Company''s website at the link:
 http://www.optoindia.com/pdf/OCIL - CSR Policy.pdf
 
 In terms of Section 134 of the Companies Act, 2013 read with The
 Companies (Corporate Social Responsibility Policy) Rules, 2014, the
 annual Report on Corporate Social Responsibility activities of the
 Company is given in Annexure 3 to this report.
 
 This being the first year of implementation of the Companies Act, 2013,
 owing to the operational challenges and fund constraints, your Company
 was unable to undertake CSR activities for the financial year 2014 -15.
 
 VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company promotes ethical
 behavior in all its business activities and has put in place a
 mechanism for reporting illegal or unethical behavior. The Company has
 a vigil mechanism and Whistle Blower Policy under which the employees
 are free to report violations of applicable laws and regulations and
 the Code of Conduct to Chief Vigilance Ofcer and Audit & Risk
 Management Committee of the Board. The Company further confirms that no
 personal have been denied access to the Audit & Risk Management
 Committee.
 
 The Policy on vigil mechanism and whistle blower policy may be accessed
 on the Company''s website at the link: http:// www.optoindia.
 com/pdf/OCIL - Whistle Blower Policy.pdf
 
 EXTRACT OF ANNUAL RETURN
 
 Extract of Annual Return of the Company is annexed herewith as Annexure
 4 to this Report.
 
 SIGNIFICANT AND MATERIAL ORDERS.  
 
 No order was passed by any court or regulator or tribunal during the
 year under review which impacts going concern status of the Company.
 
 AUDITORS OBSERVATIONS
 
 AUDITORS OBSERVATION ON STANDALONE FINANCIAL STATEMENTS
 
 The Board of Directors of the Company would like to give the following
 explanations and clarifications with respect to the Qualifications/
 observations made by the Auditors in their Report dated 01st December,
 2015 for the Stand alone Financial Statements under the heading Basis
 for Qualified Opinion in points [1] to [4], under Emphasis Matters in
 points [a] to [b] and Response to Annexure to the Auditors Report point
 [7]
 
 Response to Qualified Opinion
 
 [1] Receivables: The Company is constantly pursuing this long overdue
 with the debtors and that the progress is encouraging.  We are
 confident that good progress will be made in this Financial Year.
 
 [2] [i] Bank Borrowings-[Working Capital] Default in
 
 Repayment:
 
 Bank of Nova Scotia – The Bank has fled a petition in the Hon''ble High
 Court of karnataka for Winding up and the Company is contesting the
 case. The Company has also submitted a Proposal for Repayment of the
 Loan as approved by the Board of Directors seeking time for Repayment
 in a phase manner; Response from the bank to the Company''s proposal is
 awaited.
 
 [ii] HDFC Bank Ltd - The Bank has fled a petition in the Honeble High
 Court of karnataka for Winding up and the Company is contesting the
 case. The Company has also submitted a Proposal for Repayment of the
 Loan as approved by the Board of Directors seeking time for Repayment
 in a phase manner; Response from the bank to the Company''s proposal is
 awaited.
 
 [iii] State Bank of India - The Bank has issued a Notice under the
 SARFESAI Act for recovery of its dues from the company and also fled a
 petition before the Debt Recovery Tribunal, karnataka.  The Company is
 having discussions and meetings with the bank on an ''on-going'' basis
 with respect to the repayment of the overdoes.
 
 [3] Advances to Advanced Micronics Devices Ltd [59% subsidiary of the
 Company]- Advanced Micronics Devices Ltd [AMDL]has reduced its
 activities in one of the SBUs in July 2015 only due to slowing down of
 the business and delay in collection of its Receivables. AMDL has plans
 to revive its Lines of Business and operations, while it has cleared
 all its secured debts to the banks. The Company''s Board is confident of
 its revival which would enable the Company to recover the Advances from
 AMDL in a phased manner.  [4] Vishakapatnam SEZ Plant- Hud-Hud Cyclone
 and its Impact - The Company has engaged a professional Firm of
 Insurance surveyor to reassess the losses and quantify the same to
 prefer and Resubmit an Insurance Claim with the Insurance Company and
 it is in an advanced stage; The Company has also assessed the quantum
 of the Loss to the tune of Rs, 181.40 Crores and the same was provided
 in December 2014 and for the Financial year ending March 2015. The
 Company is working with the Insurance Company towards getting its claim
 settled.
 
 Response to Emphasis of Matters:
 
 [a] Payment of Dividend- This amount represents dividends to promoters/
 associates and would be paid in due course.
 
 [b] Investment in Indian and Overseas subsidiaries - Share
 Certificates- As regards some of the overseas subsidiaries, including
 Cardiac Science Corporation, USA and Criticare Systems Inc, USA, the
 said Share certificate/s representing the Equity shares have been under
 Pledge with DBS Bank, Singapore and that the copy of the Pledge
 Agreement with the Bank and copies of the Share certificates have been
 provided. As regards, Unitex is Vascular Inc, USA the Shares are under
 security to Inducing Bank and that the same has been disclosed and
 provided. With respect to the other Overseas and Indian subsidiaries
 the share certificates, copies would be provided again and the same is
 noted. Every Investment made in Overseas subsidiary was madethro''
 Authorized Dealer as per FEMA/ RBI guidelines thro'' ODI forms etc and
 all such related documentation were provided.
 
 Response to Annexure to the Auditors Report
 
 [7] Regarding fling of Income Tax return: The Company is in the process
 of fling belated return under section 139(4) of the Income Tax Act,
 1961.
 
 AUDITORS OBSERVATION ON CONSOLIDATED FINANCIAL STATEMENTS
 
 The Board of Directors of the Company would like to give the following
 explanations and clarifications with respect to the Qualifications/
 observations made by the Auditors in their Report dated 1st December,
 2015 for the Consolidated Financial Statements under the heading Basis
 for Qualified Opinion in points [1] to [16]
 
 Response to Qualified Opinion
 
 [1]Payment of Dividend: Refer point No. [a] under our reply to Auditors
 Standalone observations listed above.  [2] Investment in Indian and
 Overseas subsidiaries: Refer point No. [b] under our reply to Auditors
 Standalone observations listed above.  [3] Non-moving Stock:
 
 [a] Advances Micronics Devices Ltd [AMDL] had reduced its activities in
 one of the SBUs due to slowing down of the business and slowdown in
 collecting its Receivables. AMDL has plans to revive its Lines of
 Business and operations, while it has cleared all its secured debts to
 the banks. The Company''s Board is confident of its revival. The
 operations of this subsidiary is being revamped; those business lines
 that do not generate profit are being closed and good one pursued; the
 Company is continuing its efforts to dispose these stocks.
 
 [b], [c] & [d] Non-moving stock of Op to Eurocor Healthcare Ltd, Euro
 or Malaysia & Eurocor Singapore: We will take a call on the quality of
 these stocks and take necessary action in this financial year.
 
 [4] [a] & [b] Receivables: The Company is constantly pursuing these
 long over dues with the debtors and that the progress is encouraging.
 
 [4] [c] Advances Micronics Devices Ltd [AMDL] had reduced its
 activities in one of the SBUs due to slowing down of the business and
 slowdown in collecting its Receivables. AMDL has plans to revive its
 Lines of Business and operations, while it has cleared all its secured
 debts to the banks. The Company''s Board is confident of its revival.
 The operations of this subsidiary is being revamped; those business
 lines that do not generate profit are being closed and good one
 pursued; the Company is continuing its efforts to recover the pending
 receivables in phased manner.  [5] Default in repayments to Banks:
 Refer point No. [2] under our reply to Auditors Standalone observations
 listed above.  [6] Regarding wholly owned subsidiary Cardiac Science
 Corporation: Information relating to the above entity has been
 explained elsewhere in the Directors'' Report which may please be
 referred to.
 
 [7] & [8] Advances to Advanced Micronics Devices Ltd: Refer point No.
 [3] under our reply to Auditors Standalone observations listed above.
 
 [9] AMDL 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 had deferred its audit plans of this US Branch, but,
 however, have instituted adequate internal control systems, checks and
 mechanisms in place and is directly monitoring the same.
 
 [10] & [11] Audit of Eurocor GmbH, Eurocor Malaysia &Eurocor Singapore:
 We are in the process of arranging to have accounts audited and the
 same will be completed in the due course.
 
 [12] Payment of Dividend from Advanced Micronic Devices Ltd to its
 Holding Company: The dividend will be paid in due course.
 
 [13] Service Tax Liability in Advanced Micronic Devices Ltd: The
 Company will take a legal opinion and take an appropriate decision on
 this matter.
 
 [14]Eurocor Malaysia and Eurocor Singapore Operations: The business in
 both these entities will be revived in due course.
 
 [15] Cardiac Science Corporation and Critic are Systems Inc.: Refer to
 the observations made in the Directors report elsewhere.
 
 [16] Vishakapatnam SEZ Plant: Refer point No. [4] under our reply to
 Auditors Standalone observations listed above.
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
 
 Your Company has always believed in providing a safe and harassment
 free workplace for every individual working in Company''s premises
 through various interventions and practices. The Company always
 endeavors to create and provide an environment that is free from
 discrimination and harassment including sexual harassment.
 
 A policy on Prevention of Sexual Harassment at Workplace has been
 released by the Company. The policy aims at prevention of harassment of
 employees and lays down the guidelines for identification, reporting
 and prevention of undesired behavior. Three member Internal Complaints
 Committee (ICC) was set up from the senior management with women
 employees constituting majority. The ICC is responsible for redressal
 of complaints related to sexual harassment and follows the guidelines
 provided in the Policy.
 
 No complaints pertaining to sexual harassment was reported during the
 year.
 
 ACKNOWLEDGEMENTS
 
 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
 
 
 
 VINOD RAMNANI
 
 Chairman & Managing Director
 
 
 
 Place: Bengaluru
 
 Date: 3rd December, 2015
Source : Dion Global Solutions Limited
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