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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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Directors Report Year End : Mar '13    « Mar 12
To The Members,
 
 The are pleased to present the 21st 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 2012 to 31st March 2013
 
 FINANCIAL HIGHLIGHTS: OPTO CIRCUITS - STANDALONE
 
                                                             Rs.in Lacs
  
 Particulars for the                                 2013         2012
 year-ended March 31st
 
 TOTAL REVENUES                                 69,698.08    67,108.00
 
 Expenditure                                    45,210.72    43,310.95
 
 Profit before Depreciation                     25,148.51    24,402.23
 
 Depreciation                                      661.15       605.19
 
 Profit before Tax                              24,487.36    23,797.04
 
 Provision for Taxation                            382.99       320.51
 
 Profit for the year                            24,104.37    23,476.54
 
 APPROPRIATIONS
 
 Proposed Dividend                                            7,269.58
 
 Tax on Dividend                                              1,179.31
 
 Surplus carried to Balance                     24,104.37     15,02765
 Sheet
 
 OPERATIONS
 
 Standalone Total Revenues are at Rs. 69,698.08 lacs for the year ended
 31st March, 2013 as against Rs. 67,108.00 lacs for the corresponding
 period of FY2012, a growth of 3.86%.  Standalone Profit after Tax for
 the year ended 31st March, 2013 is at Rs. 24,104.37 lacs, as against
 Rs. 23,476.54 for the corresponding period of FY2012.
 
 No material changes and commitments affecting the financial position of
 the Company have occurred between the end of the financial year 2012-13
 and the date of this report.
 
 DIVIDENDS
 
 Your Directors have not recommended any dividend for the year ended
 31st March 2013.
 
 ISSUE OF PREFERENTIAL SHARES 
 
 During the year, the Company had approved to issue and allot upto
 20,00,000 (Twenty Lakh) share warrants to Mr.  Vinod Ramnani, promoter
 of the Company, on Preferential basis. Each share warrant convertible
 into one equity share of the Company. Pursuant to Sec 192A of the
 Companies Act, 1956, read with the Companies (Passing of the Postal
 Ballot) Rules, 2011 approval of the shareholders was sought through
 Postal Ballot in respect to issuance of share warrants to Mr. Vinod
 Ramnani, promoter of the Company. The said resolutions had been passed
 by the Shareholders of the Company with the requisite majority. Due to
 non-receipt of in-principal approval from Stock Exchange, the Company
 has not issued Share warrants to Mr. Vinod Ramnani.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs. 2,500 lacs to General Reserves out
 of the amount available for appropriation. An amount of Rs. 67,342.01
 lacs is proposed to be retained in the Profit and Loss Account.
 
 GROUP FINANCIAL HIGHLIGHTS: OPTO CIRCUITS - CONSOLIDATED
 
                                                           Rs. in Lacs
 
 Particulars for the                                 2013         2012
 year-ended March 31st
 
 TOTAL REVENUES                                240,666.39   237,041.59
 
 Expenditure                                   192,522.88   179,955.24
 
 Profit before Depreciation                     48,143.52    57,086.35
 
 Depreciation                                    9,595.14     5,462.75
 
 Profit before Tax                              38,548.38    51,623.60
 
 Provision for Taxation                            312.19    -5,716.42
 
 Profit for the year                            38,236.19    57,340.02
 
 APPROPRIATIONS
 
 Proposed Dividend                                      0     7,290.86
 
 Tax on Dividend                                        0      1,18787
 
 Minority Interest                                 254.72       152.07
 
 Surplus ramed to Balance                        37981.47    48,709.22
 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. 240,666.39 lacs for the year ended 31st
 March, 2013 as against Rs. 237,041.59 lacs for the corresponding period
 of FY2013, a growth of 1.52%.  Consolidated Profit after Tax for the
 year ended 31st March, 2013 is at Rs. 38,236.19 lacs, as against Rs.
 57,340.02 lacs for the corresponding period of FY2012 a degrowth of
 33%.  Earnings per Share for the year-ended 31st March 2013 is at Rs.
 15.67 (Basic).
 
 INVESTMENT BY OPTO CIRCUITS (INDIA) LTD.
 
 As on 31st March 2013, your Company had nine direct subsidiary
 companies, listed as under:
 
 Sl   Name of the Company                    Country of     % Holding
 No.                                         Incorporation
 
 1.   Advanced Micronic                      India           59.71% 
      Devices Ltd.
 
 2.   Opto Eurocor Healthcare Ltd.           India           96.85%
 
 3.   Mediaid Inc.                           USA               100%
 
 4.   Ormed Medical                          India             100%
      Technology Ltd.
 
 5.   Devon Innovations Pvt. Ltd.            India             100%
 
 6.   Opto Infrastructure Ltd.               India           87.20%
 
 7.   Orti Cirts (Malaysia)                  Malaysia          100%
      Sdn. Bhd
 
 8.   Maxcor Life Science 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.
 
 CONVERSATION 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 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. 37,700.62 lacs in foreign exchange in the year
 under review.
 
 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
 
 Ms. Usha Ramnani ceased to be an executive Director with effect from
 1st March 2013.
 
 Apart from above there were no employees were 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 13th August 2013
 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 2013, 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
 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. Thomas Dietiker, Mr. V Balasubramaniam and Dr. William Walter O''
 Neill, Directors of the Company, Liable to retire by rotation in the
 ensuring Annual General Meeting. Mr. Thomas Dietiker and Mr. V
 Balasubramaniam being eligible, offers themselves for re-appointment as
 Directors and Dr. William Walter O'' Neill has not offered himself for
 re-appoinment.
 
 Ms. Usha Ramnani ceased to be a Director of the Company with effect
 from 1st March 2013. Mr. Bhaskar Bodapati was appointed as an
 Additional Director with effect from 22nd May 2013 who would hold the
 office upto the date of the ensuing Annual General Meeting. Further, it
 is proposed to appoint Mr. Bhaskar Bodapati as a Director of the
 Company in the forthcoming Annual General Meeting.
 
 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.
 
 AUDITORS OBSERVATION
 
 The Board of Directors of the Company would like to give following
 explanation and clarification with respect to observations made by the
 Auditors in their report dated 30th May 2013 in point (a) and (b) under
 heading Opinion
 
 (a) The Auditors remark on the MAT is self explanatory.
 
 (b) The Company will clear the dividend dues shortly.
 
 The observation made under item No.11 of Annexure to the Audit Report,
 the Board of Directors would like to state that, the Company has made
 the payment subsequently.
 
 The Board of Directors of the Company would like to give following
 explanation and clarification with respect to observations made by the
 Auditors in their Report on the Consolidated Financial Statements dated
 30th May 2013 in point (c) under heading Opinion:
 
 1.  Advanced Micronic Devices Limited is working on liquidation of
 Terminals and Multi Para Patient Monitors, which are most slow moving
 and the Company is confident of liquidating the same by modifying the
 products in the current financial year.
 
 2.  We confirm that, receivables of Rs.1522.54 Lakhs over a period of
 180 days in Advanced Micronic Devices Limited are good and the Company
 is confident of recovering it shortly.  Cost Audit
 
 In conformity with the directives of the Central Government contained
 in the Ministry of Corporate Affairs circular No.15/2011 dated 11 April
 2011, as amended, the Company is accordingly required to get its cost
 accounting records in respect of the financial year 2012-13 audited by
 a Cost Auditor. The Cost Audit Report is required to be filed within
 180 days from the end of the financial year. The due date for filing
 the Cost Audit Report for the financial year 2012-13 is 30th September
 2013. The Company has not appointed Cost Auditor for the financial year
 2011-12 and has not filed the cost audit report as required under above
 said circular.
 
 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: 13th August 2013
Source : Dion Global Solutions Limited
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