Opto Circuits India

We are pleased to present the 16th Annual Report on the business and
 operations of your Company together with the audited financial
 statements and the Auditors Report of your company for the financial
 year ended March 31,2008.
 
 The Financial highlights for the year under review are given below:
 
 Opto Standalone                                      (Rs.in Lacs)
 
 Particulars for the year 
 ended March 31,                               2008          2007
 
 Total Revenues                           34,326.44     20,735.68
 
 Profit before Depreciation               12,199.19      7,533.14
 
 Depreciation                                258.95        159.42
 
 Profit before tax                        11,940.24      7,373.72
 
 Provision for taxation                       43.38         96.50
 
 Prior year adjustment                       (17.45)       (59.48)
 
 Profit for the year                      11,879.41      7,217.73
 
 APPROPRIATIONS
 
 Proposed Dividend                         4,821.82      3,080.83
 
 Tax on Dividend                             819.47        523.59
 
 Surplus carried to Balance Sheet          6,238.12      3,613.31
 
 RESULTS OF OPERATIONS:
 
 The business performance of the Company during the year has been
 commendable. The total revenue at Rs. 34,326.44 Lacs for the year ended
 31st March 2008 as against Rs.20,735.68 Lacs for the corresponding
 period during the previous year is higher by 66% and profit after tax
 at Rs.l 1,879.41 Lacs for the year ended 31st March 2008 as against
 Rs.7,217.73 Lacs for the corresponding period during the previous year
 represents an increase of 65% over the previous year.
 
 APPROPRIATIONS:
 
 Dividend:
 
 Considering the performance of the Company, your Directors are pleased
 to recommend for approval of members a Dividend at the rate of Rs.5/-
 per share for the year ended 31st March 2008 on the equity share
 capital.
 
 Bonus Shares:
 
 Your Directors are pleased to recommend Bonus Shares on the fully paid
 up shares in the ratio of 7 shares for every 10 shares held in the
 share capital of the Company. The necessary resolution is incorporated
 in the notice convening the Annual General Meeting for shareholders
 consideration.
 
 Transfers to Reserves:
 
 The Company proposes to transfer Rs. 1,200.00 Lacs to General Reserve,
 out of the amount available for appropriation. An amount of Rs.
 12,328.53 Lacs is proposed to be retained in the profit and loss
 account.
 
 Consolidated financial statements :
 
                                                    (Rs. in Lacs)
 
 Particulars for the 
 year ended March 31st,                        2008         2007
 
 Total Revenues                           48,810.82    25,828.09
 
 Profit before Depreciation               14,340.44     7,882.77
 
 Depreciation                                628.60       240.02
 
 Profit before tax                        13,711.83     7,642.75
 
 Provision for taxation                      384.02       220.94
 
 Prior year adjustment                      (196.27)      (96.40)
 
 Profit for the year                      13,131.54     7,325.41
 
 appropriation
 
 Proposed Dividend                         4,832.85     3,123.39
 
 Tax on Dividend                             834.28       538.40
 
 Minority Interest                            65.60        18.79
 
 Surplus carried to Balance Sheet          7,398.81     3,644.83
 
 
 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 Auditors Report thereon form part of
 the Annual Report. The Consolidated net profits of the Group for the
 year ended 31st March 2008 amounted to Rs.13,131.54 Lacs as compared to
 Rs.7,325.41 Lacs in the previous financial year representing a basic
 earning per shares of Rs. 13.99 as against Rs.7.80 (Re-stated) in the
 previous year.
 
 Preferential Issue
 
 During July 2007, the Company made a preferential issue of 11,64,520
 shares at the rate of Rs.360/- per share to Lehman Brothers Asia
 Limited and Alliance Bernstein Limited, Foreign Institutional Investors
 (FIIs). 11,00,000 Share Warrants were also issued to the promoters,
 directors of subsidiary companies & employees during July, 2007.
 
 These Share Warrants are fully convertible into Equity Shares of the
 Company at the rate of Rs.360/- per share with in a period of 18 months
 from the date of allotment.
 
 Subsidiary Companies Accounts
 
 Ministry of Corporate Affairs, Government of India, vide letter No.
 47/493/2008-CL-III dated 21st July, 2008 has granted approval that the
 requirement to attach various documents in respect of subsidiary
 companies, as set out in sub-section (1) of Section 212 of the
 Companies Act, 1956, shall not apply to the Company. Accordingly, the
 Balance Sheet, Profit and Loss Account and other documents of the
 subsidiary companies are not being attached with the Balance Sheet of
 the Company. Financial information of the subsidiary companies, as
 required by the said letter 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 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.
 
 CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION,
 FOREIGH EXCHANGE EARMNTNGS AND OUTGO:
 
 In pursuance of the provisions of Section 217 (l)(e) of the companies
 Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars
 in the report of the Board of Directors) Rules, 1988, the particulars
 relating to conservation of energy, technology absorption and foreign
 exchange earnings and outgo arc furnished below:
 
 Conservation of Energy: The Company is certified to ISO 14001. This is
 the international environmental management system standard. The
 environmental policy of the Company states about our commitment to
 conserve natural resources and minimize pollution.
 
 The Company generates the necessary power for its operations at
 Bangalore with a captive power plant. An energy audit has been done at
 the facility to assess the areas for improvement in energy performance.
 Based on the audit report several short term and medium term projects
 have been taken up to realize reduction in energy consumption. The
 projected investment based on the energy audit report study to realize
 this energy conservation is Rs. 30.00 Lacs.
 
 Implementing the measures based on the audit report and assessing the
 energy cost saved will reduce the overheads of the Company
 
 Research & Development: your company has launched a specialized
 Research & Development facility in Electronic City, Bangalore. The
 research activities focus on the design and development of new range of
 products. -
 
 During the year the Company developed Intelligent Pulse Oximeter,
 iPox, which improves performance even when signals are low. Its
 technology can be used for future generation Pulse Oximeters and Vital
 Sign Monitors.
 
 Advanced Finger Pulse Oximeter is another new development which is
 being planned for a commercial launch.
 
 Three parameter Vital Sign Monitors are also being developed.
 
 TECHNOLOGY ABSORPTION: Not applicable.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The Company earned Rs.26,402.45 Lacs in Foreign Exchange. Foreign
 Exchange outgo including expenditure on capital goods was Rs.21,569.42
 Lacs.
 
 PARTICULARS OF EMPLOYEES:
 
 Information as per Section 217 (2 A) of the Companies Act 1956, read
 with companies (particulars of employees) Rules 1975 as amended, is as
 follows.
 
 1. Employed for the full year
 
 Name                            Vinod Ramnani
 
 Designation/Nature of Duties    Chairman and Managing
                                 Director- Managerial
 
 Remuneration Received           Rs.66.95 Lacs
 
 Qualification &                 B.E
 Experience                      25 years
 
 Date of commencement of         08.06.1992
 employment                      
 
 Age                             52 years
 
 Last employment held            Elekon Industries Pte Limited.
 
 Usha Ramnani
 
 Executive Director -
 Managerial
 
 Rs.66.95 Lacs
 
 M.Com
 
 25 years
 
 08.06.1992
 
 51 years
 
 United India Insurance Company
 Limited.
 
 2.  Employed for the part of the year - Nil
 
 3. There was no employees covered under the provisions of Section 217(2
 A)(a)(iii) of the Companies Act, 1956
 
 4.  Mr. Vinod Ramnani and Mrs. Usha Ramnani, being husband and wife are
 related to each other.
 
 SUBSIDIARIES:
 
 As on 31st March 2008 your Company had six subsidiary companies,
 namely, Advanced Micronic Devices Limited, a listed company, Mediaid
 Inc, USA, Altron Industries Private Limited, Eurocor GmbH, Germany,
 Devon Innovations Private Limited and Ormed Medical Technology Limited.
 
 The Combined revenue for the year ended 31st March, 2008 was Rs.
 48,810.82 Lacs an increase of 89% as compared to the combined revenue
 of Rs. 25,828.09 Lacs for the year ended 31st March, 2007.
 
 1. ADVANCED MICRONIC DEVICES LIMITED (AMDL):
 
 AMDL is a listed company providing innovative product ranges both in
 Hardware and Software segments. AMDL is a premier organization having
 high profile customer base including major state and central government
 hospitals, super speciality hospital, research institutions, banks etc.
 Since its acquisition by Opto Circuits (India) Limited, AMDL has come a
 long way. Its business has grown from Rs. 2,550 lacs for the year ended
 31st March, 2002 to Rs.5,261 lacs for the year ended 31st March, 2008
 and the net profits has grown from Rs.59 lacs for the year ended 31st
 March, 2002 to Rs.211.97 lacs for the year ended 31st March, 2008
 
 AMDL is continuously rewarding its shareholders by payment of dividend.
 During the year 2006-07 the dividend payment was increase to 20%, and
 for the year 2007-08 also, 20% dividend is proposed for the approval of
 the shareholders.
 
 2. MEDIAID INC. USA:
 
 Mediaid Inc is based at California, USA and has offices at Germany and
 Dubai. Its strong focus on design and engineering function is the basis
 for new product development, backed by richly experienced and strong
 technical team with the support of exclusive test labs and prototype
 development facility.
 
 Mediaid is also a Marketing arm for Opto Circuits (India) Limited for
 its oversees market. Its Monitors and Sensors are CE Marked. They also
 have FDA 510 (k) pre market notification. It has also received approval
 from the United States Food and Drug Administration (FDA) for the Model
 900 and Model 960. This vital approval has opened up the US hospital
 market having huge potential.
 
 3.ALTRON INDUSTRIES PRIVATE LIMITED :
 
 An ISO 9001 certified company engaged in Electronic Manufacturing
 Services (EMS) is having its state-of-the-art manufacturing facility at
 Electronic City, Bangalore. The unit is capable of mass manufacturing
 of electronic products and assemblies to world standard requirements.
 
 4.EUROCOR GmbH:
 
 Eurocor GmbH is a German based company focusing on interventional
 cardiology. It is, both in the Bare Metal Stents (BMS) and Drug Eluting
 Stents (DES). DES are gaining market share due to lower clinical
 complications and better long-term patient outcome, compared to BMS.
 The major innovation in this area is the new medical concept of
 treating coronary artery disease by a drug-eluting coronary dilatation
 catheter. Eurocor has successfully adopted this technology and is the
 first company in the world to be awarded with CE Mark for DIOR
 Paclitaxel-coated balloon catheter.  MAGICAL, drug-eluting
 balloon-coronary stents system, FREEWAY, a peripheral drug coated
 dilatation catheter, PROCOR, a pro healing Paclitaxel coated coronary
 stents system are other innovative products of Eurocor.
 
 During the year 2007-08, Eurocor received three different CE mark
 approvals.
 
 5.0RMED MEDICAL TECHNOLOGY LIMITED AND DEVON INNOVATIONS PRIVATE
 LIMITED:
 
 Ormed Medical Technology Limited and Devon Innovations Private Limited
 which were acquired during April, 2007, are medical equipment companies
 manufacturing products like Catheters, Stone graspers, Stone Baskets,
 dilator Sets etc for different specialized applications mainly in the
 areas of Urology, Gastroenterology and Gynecology.
 
 Devon Innovations private limited manufactures Catheters and allied
 products for various medical segments. Ormed Medical Technology Limited
 was set in collaboration with German Ormed, a very popular brand name
 and deals in Orthopedic Prosthesis and Surgical disposables. Both
 Companies are ISO 9001 Certified manufacturing companies. Devon Medical
 Technologies products have CE Marks also.
 
 The acquisitions will help Opto Circuits (India) Limited to penetrate
 into the Indian and International Health Care Market and will help in
 getting synergy in manufacturing and marketing. Strategic plans are
 being evolved to increase the businesses of these subsidiaries by using
 the existing marketing network in India and abroad.
 
 Since the closure of the financial year 2007-08, your Company has
 acquired two more companies namely Criticare Inc USA and Opto
 Infrastructure Limited.
 
 6. CRITICARE Inc., USA:
 
 The acquisition of Criticare Inc. USA was completed during April, 2008
 and now it is a wholly owned subsidiary of Opto.
 
 Criticare is a leading US based healthcare company manufacturing Vital
 Sign Monitors, Anesthesia Monitors, Pulse Oximeters and Patient
 Monitors and accessories. The acquisition will help Opto to expand its
 non-invasive product line, enter into new geographical area and
 strengthen its presence in US. It will also add anesthesia gas
 monitoring capability to Optos technology portfolio.
 
 7. OPTO INFRASTRUCTURE LIMITED:
 
 Opto Infrastructure Limited became a subsidiary of Opto Circuits
 (India) Limited during April, 2008. Its main objects are to develop
 specialized infrastructure such as Special Economic Zones (SEZ),
 Industrial Park, Hospitality Establishments, Townships and other
 Infrastructure Projects.
 
 CORPORATE GOVERNANCE REPORT:
 
 Corporate Governance Report and the Certificate dated 31st July, 2008
 of the auditors of your company regarding compliance of the conditions
 of Corporate Governance as stipulated in Clause 49 of the listing
 agreement with stock exchanges, is enclosed.
 
 RESPONSIBILITY STATEMENTS:
 
 Pursuant to the requirement under section 217 (2AA) of the Companies
 Act, 1956, with respect to the Directors Responsibility Statement, your
 directors hereby confirm:
 
 a) that in the preparation of the Annual Accounts for the financial
 year ended 31st March 2008, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any.
 
 b) that they have selected such appropriate accounting policies and
 applied them consistently and made judgment and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the company for the financial year ended on 31st March,
 2008 and of the profit of the company for the period ending on that
 date.
 
 c) that they have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 d) that they have prepared the annual accounts on a going concern
 basis.
 
 LISTING OF SECURIT1ES:
 
 The companys securities are listed in, Bombay Stock Exchange Limited
 (BSE) and 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. Thomas Dietiker and Mr. V. Bala Subramaniam and Dr.  Suleman Adam
 Merchant retire by rotation and offer themselves for re-appointment.
 
 AUDITORS:
 
 M/s. Anand Amarnath and Associates, Chartered Accountants, Bangalore
 (Formerly known as M/s. Anand Shenoy & Co.,) retire at the conclusion
 of the forthcoming Annual General Meeting, and being eligible offer,
 themselves for reappointment. We have received intimation from them
 that their change in name is without any change in constitution of the
 firm, which is duly confirmed by the Institute of Chartered Accountants
 of India. Your company has received a letter from them to the effect
 that their re- 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 for contributing to the growth and success of
 the Company. We would also thank all our clients, vendors, investors,
 bankers and other business associates for their continued support and
 encouragement during the year.
 
                                      For and on behalf of the Board
 
 Date : 31st July 2008                                 Vinod Ramnani
 Place: Bangalore                     Chairman and Managing Director