OPTO LIMITED - Morningstar, Inc.
Transcript of OPTO LIMITED - Morningstar, Inc.
bU'v,1 «5, «',-
OPTO LIMITED
SENSING TECHNOLOGY
14th Annual Report 2005-2006Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLOGY
BOARD OF DIRECTORS
AUDITORS
COMPANY SECRETARY
BANKERS
REGISTERED OFFICE
• Vinod Ramnani
• Usha Ramnani
• Jayesh C. Patel
• Thomas Dietiker
• Suleman Adam Merchant
• Y Balasubramaniam
• Dr. Anvay Mulay
• Rajkumar Raisinghani
• Anand Shenoy & Co.
Chartered Accountants
S-2, II Floor, Gem Plaza,
No. 66, Infantry Road,
Bangalore - 560 001
• Mrs. Rose Chintamani
• State Bank of India
• State Bank of Travancore
No. 83, Electronics City,
Hosur Road, Bangalore - 561 229.
Chairman & Managing Directot
Executive Director
Director
Director
Director
Director
Director
Director
Annual General Meeting
Day & Date : Thursday, 28" September 2006.
Time 11:00 am.
Venue The Grand AshokKumara Krupa High GroundsBangalore-560001.
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
SHOWCASEKey Milestones
The Year 2005 has seen a quantum leap in the history of Opto
Circuits. The Company has diversified from non invasive segment to
invasive segment of the healthcare domain.
Opto Circuits (I) Ltd has grown both organically & inorganically. The
Company has proved its ability in aggressive take over and
integration of these businesses. Keeping the organic growth intact,
Opto Circuits has progressed & acquired Eurocor, a German
company specializing in the design & manufacturing of high
technology cardio vascular devices for successful treatment of
coronary & vascular diseases.
A 100% subsidiary,Mediaid, was set upin US
Mediaid received theCE approval forEuropean market
Mediaid receivedFDA approvalfor SpO, sensorrange
Acquired 100%stake in Akron
3 new product lineslaunched
Acquired 100% stakein Eurocor GmbHGermany
Acquired the patientmonitoring line ofproducts from PalcoLabsAcquired the digitalthermometer divisionfrom HLL
Acquired amajority stakein AMDL
2002 2003 2004 2005
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
Opto Circuits (111
Showcase - Key Milstones 3
Window to Opto Circuits 4-12
Driving Growth the Inorganic Route 13-18
Expanding Geographies 19-30
Financial Review 26-30
Statutory Reports 31 -47
Opto Financial Statement 48-62
Subsidiaries Financial Statement 63-86
Consolidated Financial Statement 87-100
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
A Window toOpto Circuits
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
nW Opto Circuits (India) LimiteSENSING TECHNOLOGY
BRAINS TRUSTMeet the Management
EXECUTIVE DIRECTORS
VINODRAMNANI
A Mechanical Engineer by profession, Vinod is the driving forcebehind Opto Circuits. Having worked with Organizations in Indiaand abroad, he had a wealth of experience o back him, when, in1990, he along with Thomas Dietikar (the American co-promoter ofOpto Circuits) and others decided to establish M/s Elekon IndustriesPte Ltd., in Singapore. Thereafter, Vinod initiated a move to shift themanufacturing facilities to the Silicon Valley of India (Bangalore) andOpto Circuits was formed in 1992 with Vinod as the ManagingDirector. His passion to see Opto Circuits scale new heights isreflected in the hands on management style in which he manages thecompany.
THOMAS DIETIKER
The Swiss born Thomas Dietikar, who is an American Citizen is a co-promoter of Opto Circuits established in 1992. An ElectronicsEngineer, Thomas (Tom) brings to the table, extensive experience inbusiness Development, Products and a wide range of relatedelectronic assemblies. Since the inception of Opto Circuits, Tom hasexecuted a business strategy of targeted marketing and sole sourceproduct development. The market share for the company has steadilyincreased to a point where, the company enjoys a prominent positionin medical sensors, X-ray detecrors and various other key applicationsof Optoelectronic products.
JAYESH PATEL
An Electronic Engineer by profession, Jayesh brings with him almosta decade and a half of engineering and R & D expertise to thecompany's product line. He has been instrumental in the productdesign and conception of a multitude of Opto-electronic products forthe company.
USHARAMNANI
A post-graduate in Commerce, Usha has two decades of experience inthe field of administration. Having been with the company since itsinception, she oversees its Administration and Personnel Functions.
INDEPENDENT DIRECTORS
SULEMAN MERCHANT
A prominent radiologist, Dr. Suleman Merchant is the Chairman ofthe Department of Radiology at Sion Hospital in Mumbai. A wellknown member of the national and international medical fraternity,Dr. Merchant brings to the table his vast experience and medicalexpertise.
NEW INDEPENDENT DIRECTORS
V BALASUBRAMANIAM
With over two and a half decades of global experience,Balasubramaniam is the founder-promoter of a software company.An MBA from Symbiosis Institute of Business Management, Pune,he is also a member of CPA & FCMA. The company benefits from hisoperational & resource management skills.
DR. ANVAYMULAY
A cardiovascular thoracic surgeon (McH), Dr. Mulay has over adecade of medical experience and has also worked in the US & UK,before settling in India. Dr. Mulay brings to the table his vastexperience and medical expertise.
RAJKUMAR RAISINGHANI
An industrialist with an electrical engineering background,Rajkumar has over two and a half decades of experience. His vastmanufacturing experience stands the company in good stead.
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Aniiu&l
VISION &STRATEGY MUSINGS
-CMD
"Our performance for FY05-06 iswe l l r e f l e c t e d in our s t r o n gnumbers, and it pleases me to notethat we were able to achieve ourinternal targets. The key highlightsduring the year were the receipt of anew d i s t r i b u t i o n and p r i c i n ga g r e e m e n t f r o m a Del e n c ePersonnel Support Centre based inPhiladelphia and the acquisition ofLurocor. "
Eurocor has been the biggestacquisition in the history of Opto.
The acquis i t ion provides us portfolio diversif icat ion as Opto was onlypresent in the mm invasive segment. The global market lor stems isworth USScSbn of which 50% is outside of the LISA. We are targetingthis market tor growth. We have received CE approval for ourproducts which allows us to sell our products anywhere in the worldexcept the US & Japan. We are confident of captur ing 3-5'^' of th i smurker over the next two years through quality product offer ings andaggressive market ing .
"The agreement wi th defence USA enables us to distribute the FDAapproved SpO, Sensors and Patient Momtoting Devices at specific
prices through the Medical Prime Vendor Programme. I am proudthat Opto has become the f i r s t company from Ind ia to achieve thisd is t inc t ion . "
"Opto has been acquir ing companies only when the managementfeels that it is paying the right price for i t . We have always looked atcreating value tor shareholders through acquisitions. So if anoppor tuni ty arises ami if we believe that the acquisition would be astrategic f i t for the company in the longer run at attractive valuations,we would go fo rward and acquire the company. '
would also increase our focus on R&D ini t ia t ives to roll out new-products which would help us remain competitive."
"We have already started selling stems in markets where we haveregistered our products. Our CE approval enables us to sell productsin 36 countries and we have registered our products in 29 countr ies sofar. By Dec 2006, we will have registrations in all the countries. Ibelieve our products are equivalent if not superior in qual i ty to ourcompetitors who enjoy decades of experience in this market , Lurocorhas a strong distribution network in 36 countries and we plan toleverage on that advantage. We shall also bank upon our low costadvantage by shif t ing low end manufac tu r ing of stents to Ind ia .
"We require our products to be LISFDA approved for selling them inthe US market. We have already starred taking the necessary steps torobtaining the USFDA approval. But it is a rigorous process spanningover 18-24 months."
"Domestic market is a very important growth dr iver for Opto. Ourdomestic market product sales are driven through AdvancedMicronic Devices Limited (AMDL), a listed Ind ian company, in whichwe acquired a majority stake in 2001. AMDL has a 250 membermarketing and sales team spanning across the country. We leveragetheir extensive network and two decades of experience to drive sales."
"Our group turnover for FY05-06 i tself was around Rs. 1-15.- i5 crore.This year we wi l l have the ( t i l l effect of Lurocor's operations in ourfinancials. Our game plan is to s imultaneously drive growth throughorganic and inorganic means. F.ven w i thou t f a c t o r i n g incontributions from potential acquisitions, we are targeting a 10-50per cent growth rate. Given our past growth track record and wherewe are placed now, we at Opto are confident of achieving a prestigiousand challenging target of Rs500crore group turnover by 2008."
Vinod R a m n a n i
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
opt t s ( lira 1 a ) LI mi t e dSENSING TECHNOLOGY
BUSINESS MODELDriving Growth through Niche Products
Opto has been very successful in introducing new
products along with synergizing multiple
acquisitions over the years. The company has
moved from its traditional non invasive products
to invasive products which is a big achievement in
terms of business strategy.
The acquisition of Eurocor leads to product
diversification for Opto. Prior to the acquisition,
Opto was only present in the non invasive
market. This development enables Opto to enter
the invasive segment and enhance its product
portfolio. On the other hand Opto can utilize
Eurocor s distribution network which is in 36
countries to further its products in Germany,
Poland & other parts of Europe.
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
BUSINESS MODELDriving Growth through Niche Products
Existing Business
NEW PRODUCTS
^ •KHI ^ ^ I
Model 30 Series
This is a new age hand-held Pulse
Oximeter. It has a compact, sleek
looking design with features like
bar graph, bright LED display,
patient data storage, USB &
infrared ports. It is an Oximeter
which can be used with a wide array
of reusable & disposable sensors.
Model 150 (Access thermal bill
printer)
Model 150 can either be used with
Integral finger sensor or with cable
adapter module . I t f ea tu res
simultaneous display of Oxygen
saturation & pulse rate. Model 150
can be used for sleep screening
studies & it also comes with a
memory to retain the data. This
stored data can be printed directly on
a printer using infrared port.
SpO2 Sensors
I^L " These consist of Oxy
^•jjjltt/ sensors (Emitter and
*f Detector assemblies)c o u p l e d w i t h
s p e c i a l i z e d c a b l e
a s s e m b l e s o r
customized interface
> circuitry to link to
/-i o v e r a l l p a t i e n t
monitoring system for
c h e c k i n g t h e
percentage of Saturated Oxygen in the blood. It also checks the
Pulse rate. SpO2 Sensors can meet all the specifications and
Requirements of customers. Opto Circuits has the capability to make
the Emitters and Detectors of both Lead frames as well as ceramic
versions, required for the SpO, Sensors and can handle and assemble
various kinds of tapes and housings for making them. All Sensors are
tested comprehensively (100%) for its functionality. Depending on
the customer requirement, each Sensor is identified for traceability
and packed.
Multiparameter Monitors
Industry Segment: Product Application
Health Care - Oximeter Probes (SpO2)
- Multiparameter Monitors-Desk Top Pulse Oximeter
- Patient Monitoring Systems (Pulse Oximeter)
- Cholesterol Monitors
- IV Fluid Warmers
- Digital Thermometers
Opto's Product Range
The term opto-electronics implies the combination of optical and
electronics phenomena in a single device. The company's coverage of
optoelectronics component products largely reflects that definition.
These are used in operation theatres & intensive care units. These
systems are used for monitoring the patient's vital signs such as ECG,
blood pressure, temperature & oxygen level saturations.
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLOI
BUSINESS MODELDriving Growth through Niche Products
Desktop Pulse Oximeter
This range consists of desk top pulse oximetcrs, which are used inoperation theatres as well as intensive care units. These have nowbeen enhanced with added features like connectivity to the computer,nurse call back facility & features like battery back up, which puts it inthe league of International brands.
Pulse Oximeters
It uses non invasive method of monitoring the percentage ofHemoglobin saturated with oxygen. The Pulse Oximeter consists ofa sensor attached to the patients finger/Ear lobe, which is linked to acomputerized unit. It also gives a signal for each pulse beat and heart
rate.
Mini Pulse Oximeter:
This is a small oximeter used at hospitals, atclinics, for sleep screening and for homehealth care. This can be used with either theintegral finger sensor or with a cableadaptor module as well as with a variety ofadult & pediatric sensors.
Cholesterol Monitors
./
Cholesterol Monitor is aportable bat tery-operatedinstrument. It is an invasivemethod of measuring the totalcholesterol in the blood. A dropof blood when placed on achemical strip changes thecolour of the strip from white togray. The unit also undertakes
health risk analysis based on the cholesterol value. This monitor canindicate heart attack and cardiac arrest risk for various biologicalages. It is US-FDA approved.
Fluid warmerIt is used during surgeries and bloodt r a n s f u s i o n s , as i t helps inmaintaining the temperature ofblood at 37 degree Celsius (humanbody temperature) for smooth flowof blood. It is particularly necessary
in cold areas, where the blood becomes thicker resulting in thermalshocks that can often prove fatal for patients. This product has beenextensively used by the US army in Iraq.
Digital Thermometer
Unlike the conventional mercury based thermometers, this productcomes with a microprocessor chip and a thermistor for enabling quickand accurate measurement of body temperature. The sales of Opto'sdigital thermometers displayed a sharp uptrend during the SARScrisis.
10Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
An mi arweport 2006
BUSINESS MODELDriving Growth through Niche Products
Access Thermal Bill Printer
ACCESS is a multi-font graphics
thermal printer, which lays claim to
be the world's fastest bill printer inthat segment. With a printing speed
of 18 lines per second (LPS), ACCESS
is compact and styled to fetch a very
high level of integration and a robust
•>«,./* performance. ACCESS is specifically
developed to print patient data
quickly through monitors, enabling doctors to take quick decisions.
These printers will also find industrial and commercial applications.
Multi parameter Monitor Model 720/960 P
Model 900
It is a Pulse Oximeter with Waveform (Model 900). It is an upgrade
to display graphical and tabular trends in oxygen saturation and
heartbeats. Model 900 is also equipped with reusable and disposable
sensors that can be administered on adult, pediatric & neonatepatients.
Infrared Emitters:
Infrared emitters are discrete components that emit infrared
(invisible) light. They arc basic building blocks in optoelectronic
applications. The company's emitters consist of light emitting diode
(LF.D) chips with lead frames and gold wiring that are mounted on
printed circuit boards (PCBs) or ceramic carriers or in plastic
packages.
The Multi Parameter Monitor (Model 720), now has enhanced
features 960 P is part of Opto's pioneering healthcare portfolio
that comprises other leading technologies like Fluid Warmers, SPO2
Probes and Pulse Oximeters. Model 720, a new-gen variation of the
existing monitors in OCI's portfolio, is a display of vital parameters
such as Blood Pressure, SP02, Heart Rate and Temperature. This 24-
hour recording system has an in-built printing facility and a feature
that alerts the nurse-station during an emergency. Designed to
deliver data in five different languages and manufactured at OCI's
facility which meets international standards, Model 720, an IP of
OCI, is a global success in critical healthcare monitoring.
Infra Red Detectors:
Infrared Detectots are discrete components that detect or receive
infrared light. They too are building blocks in optoelectronic
applications. They consist of light sensors such as photodiodes and
phototransistors, which are semiconductor chips capable of
converting light into electrical signals. The company's sensors are
attached to lead frames and are mounted on PCBs or ceramic carriers
or in plastic packages.
Photo Sensor, Detector and Emitter Assemblies:
These products also involve multiple components and combinations
of detector and emitters. Opto's sensor assembles are used to sense
motion, objects speed and distance.
11
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
Opto Circuits (India) Limited
SENSING TECHNOLOGY
ADVANCED MICRONIC DEVICES LTD.
MEDIAID
EuroCORInterventional
12
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
2006
Driving Growththe
Inorganic Route
13Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
1
SENSING TECHNOLOGY
INORGANIC GROWTHA Growth Driver
Majority stake in Advanced Micronics Devices Limited
Advanced Micronics Devices Limited (AMDL) was Opto'sacquisition in 2001. AMDL is a listed company engaged inmanufacturing and marketing of critical cardiac-care and otherhealth-care equipments. The company has its state-of-the-artmanufacturing facility at Electronic City, Bangalore, India. It has afull-fledged R&D set-up with a product design division. It hasmarketing offices at all the important metros in India. With about60% stake in AMDL, Opto can leverage the company's well settled &widespread distribution/ service network. Currently, AMDLdistributes Mediad Inc's products in India to various hospitals. It alsodistributes products fot big playets like Medtronics, J&J and BostonScientific in the domestic matket. Over the next few years, AMDLwill emerge as a major force in the domestic market for all OCIproducts including Eutocot.
Digital Thermometer division from HLL
Opto acquired'the digital thermometet division of HLL at Chennai in2002 for Rs50mn. Unlike the conventional mercury basedthermometers, this product comes with a microprocessor chip and athermistet for enabling quick and accurate measurement of bodytemperature. The conventional mercury based thermometers (MT)are banned in the US mainly because the exposure to mercury maycause a variety of health effects in people. The total market size in theUS alone is ovet 25mn per annum. In India, the market for DT is yetto develop due to the huge cost difference. At the time of acquisitionof this division from HLL, the division was reporting losses. Howeverjust after the acquisition, SARS broke out across the South East Asianregion and the company was able to supply digital thermometers tothe respective governments of the disease struck countries. This led totremendous volume growth in the product which enabled a speedyturnaround.
Patient monitoring division of Palco Labs, USA
Opto acquired the patient monitoring division of Palco labs, USA in2003 and renamed the same as Mediaid Inc., a separate entity.Mediaid is the 100% subsidiary of our Company and we use Mediaid'sstrong distribution network spread across the US, Latin America andEurope to market its brands. Earlier, the patent for SpO2 sensor was
with US-based Tyco-Ncllcor for around 1 3 years. After the patentexpired in November 2003, a huge market has opened up for sensors.Opto with a low cost manufacturing base and standard qualityproducts is well positioned to take advantage of the outsourcingopportunities. With Opto's subsidiary, Mediaid Inc., securing CEapproval in 2003 and US FDA approval for Spo2 sensors in 2004,Opto is geared up to compete in the market. Further, there seems tobe a huge market for Opto's products in the US and Europe which wepropose to capitalize by establishing branches through our subsidiaryMediaid Inc. Opto would like to add more OEMs to our existingclients to improve our market share.
MediAid Inc, USA enjoys strong distribution netwotk spread acrossthe US, Latin America and Europe. Some of the recent successes forthe company were tie ups & distributor-ship arrangements with somecompanies for the Canadian and Japanese markets. During rhe yearunder review, Mediaid received a new distribution and pricingagreement (DAPA) from a Defence Personnel Support Centre basedin Philadelphia. With this agreement, the company would able todistribute the FDA approved SpO, Sensors and Patient Monitoring
Devices at specific prices rhrough the Medical Prime VendorProgramme (MPVP). Opto's strategy would be to focus on themarketing efforrs of OEMs and complex producrs and systems.
Altron Industries (P) Ltd
Opto acquired a 100% stake in Altron Industries (P) Ltd in 2004.Altron is an ISO 9001 certified company engaged in ElectronicManufacturing services (EMS), having its state of the artmanufacturing facility at Electronic City, Bangalore. The unit iscapable of mass manufacturing electronic products and assemblies toworld standard requiremenrs.
14
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Ann |f ii
EUROCOR GmbHThe Jewel in the Crown
Opto acquired Eurocor GMbH in Germany, a company specializingin the manufacturing of cardiac stcnts of various types for aconsideration of 1 Imn Euros (Rs.600 million). Besides receiving newdistribution and pricing agreements from defence USA, this has beena major development at Opto.
Company Background
Eurocor GmbH (Eurocor) is a new European Life Sciences Technologycorporation specializing in the research, development andmanufacture of interventional cardiology products. They are into thebusiness of coronary stent technologies and special cardiovasculardevices. The founder is Dr. Michael Orlowski, who is the director &CEO. Headquartered at Bonn, Germany, with subsidiaries in France& Poland, Eurocor has a worldwide distribution network in 36countries. Eurocor specializes in cardiological & peripheral stentingtechnology with products like Genius, Magic, Taxcor, and Minimax.Besides, it also has coronary dilatation catheters in its portfolio as wellas Peripheral stenting catheters.
Eurocor has launched drug eluting stents (DES) which gives saferlong term patient results. Eurocor intends to implement a project fordrug coating not only to fight restenosis, but also to provide a naturalhealing solution for it, after coronary stenting through the release oftwo different drugs to the coronary artery wall.
Management board
Name
Dr. Michael Orlowski
Barbara Fricke
Katja Busch
Raymond Tarn
R. Jaganathan
Dr. Samandi
Elvira Pasch
Karin Wollsiefen
Designation
Chief Executive Officer
Interr itional Order Processing
International Marketing
Business Director, Asia Pacific
Finance and Administration
Microbiology & Biomcdical Engineering
Logistics
Management Assistant
Clinical Advisory board
Name
Prof. Dr. Thomas Ischinger
Prof. Dr. Nicolaus Reifart
Dr. Antonio Colombo
Dr. Martin Rothrnan
Dr. Jan Kovac
Prof. Gerhard Bauriedel
Designation
Hospital Bogenhausen,Mumc/Germany
Hospital Bad-Soden, Germany
Columbus Hospital, Milan/Italy
London Chest Hospital
Univ. Leicester HospitalGreat Britain
University Hospital of Bonn/Germany
15
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
PRODUCTPROFILE
I Icart surgery has been revolutionized in the past ten years with thedevelopment of minimally invasive procedures. In order to keep thecoronary artery open, a new device was developed and clinicallyapproved in the early 90s, the coronary stent. It is a small metal tube,which is deployed inside the coronary artery lesion by means of acoronary stent del ivery system in order to kfep the diameter of thestented vessel open.
The company makes the following varieties of stents in Germany,
laxcor - Paclitaxel - liluting Coronary Stent System
'jf'
Taxcor provides a pure biological DT.C carbonized coronary stentsurface. The drug pachtaxel is incorporated in an exclusive, organicbiodegradable Hyper biopolymer stent coating. The patient directeddrug eluting technology ensures controlled PACLITAXEL release-Kinetics. There is no potential of long term side effects for the patient.Taxcor eliminates any polymer-induced, late adverse effect potential.
It eliminates the risk of subacute thrombosis by blood clot formation,ful ly elutes the entire drug dosage in 20 days. Taxcor's carbon coating
protects the patient against sensi t iv i ty reactions. Taxcor does norrequire long-term Antiplatelet Therapy. It is fu l ly DLC- Diamondlike carbon coated
Genius Megaflex
Bioflexible coronary s tent systemhas a low restenosis option wi thHigh Cl in ica l safety and ef f icacyal ternat ive to DliS.The bio f l ex ib l eMegaflex complies wi th vesselmotion, s i g n i f i c a n t l y reducingvascular t r auma. I t provides a veryhigh radial force to the artery wal land ensures a maximized in t ra-stent l u m i n a l g a i n .
Genius Magic
Super thin cobalt chromium coronary stent system biology based"MEGAFLEXIBILITY" coronary stent biomechanics reducesrestenosis, significantly. Genius MAGIC fol lows nature by superiorpulse synchronicity with every heart beat.
Racli max-Peripheral Stent ing
This is a state of the art self-expanding peripheral StentingTcchnology.Raclimax is manufac tu red from a solid n i t i n o l tubewithout any welding points. Radimax is a top c l in ica l performancestenting product providing un ique vessel support without risk ofvessel reaction.
Hoit theEiirocorncqHhtion benefits OPTO
Operational
The acquisition of Eurocor leads to product divers i f icat ion for Opto.Prior to the acquisition, Opto was only present in the non invasivemarket. This development enables Opto to enter the invasive-segment and enhance its product portfolio. On the other hand Opto
16Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual
PRODUCTPROFILE
can utilize Eurocor's distribution network which is in 36 countries toenhance its reach to distribute its products.
Financial
Opto has designed a unique method of payment for the acquisition ofEurocor which is based upon certain milestones achieved by Eurocor.Opto paid 4.18mn Euros upfront for the acquisition and further0.5mn Euros paid in two installments of ().25mn Euros on March 3 1,2006 & another 0.25mn Euros payment on June 30, 2006.Subsequently, if Eurocor achieves a turnover of lOmn Euros byFebruary 2007 Opto will pay 60% of the turnover in excess of lOmnEuros. The amount so payable wil l be restricted to 3mn Euros.Thereafter, should the company achieve a turnover in excess of 20mnEuros for a 12-month period ended February 2008, Opto would bepaying 60% of the turnover that is above 2()mn Euros. The amount sopayable will be restricted to 3mn Euros. The maximum payment,which would have to be made, is 1 1 mn Euros. Both, Opto andEurocor are confident of achieving the milestones as indicated above.
Opportunity and Strategy
The global market size for stents is estimated to be USSSbn of whichUSA comprises of USSlbn, Europe US$3bn and rest of the worldcomprising of LISS1 bn. The stent market is growing ar !• !%• pa. Optohas recently received CE approval for 2 stents, Taxcor - 1 and Taxcor-f I, which presents an opportunity to penetrate the non US & Japanesemarkets using our distr ibution setup and low cost manufacturingadvantage. These markets comprise 36 countries and the companyalready have product registrations in 29 of those countries. Opto hassigned contracts with 32 distributors in 32 different countries whowould be selling its products. Opto would also be using media likeinternet, television, magazines and cardiological seminars to promoteits products.
The domestic market for stents is also very big with over 60,000stents sold in 2005 which is likely to go up to over 80,000 in 2006.Eurocor already has a distribution set up in India and the company isconfident of penetrating the markets further. Opto aims to achieve a5-7% market share for its domestic operations.
In order to remain competitive, the company would constantly investin R&D which would help it discover second generation and thirdgeneration stents.
Although Opto is a new entrant and faces competition fromestablished players like Johnson & Johnson, Medtronics and BostonScientific, it is confident of achieving a minimum 3-5%' market sharein Europe and rest of the world. Opto and Eurocor are also taking theright steps to obtain FDA approval for its stents.
Achievements of Eurocor after the acquisition
Eurocor received CE mark approval for four of their products:
Amadeus Supercross- which is a coronary dilatation catheter,E-wire a guide wire for intraventional use & an importantbreakthrough product 'Taxcor T which is first of its kind polymer freePaclitaxel drug eluting stent. The CE mark has opened newermarkets like Hong Kong, Pakistan, India, Taiwan, China, all of
Europe, Middle East, Far East, South America & Africa & Taxcor II-which is a biopolymer drug eluting stent.
A major achievement from the OCI- Eurocor union is the distributionagreement has signed with the German/Swiss medical device salesorganization "Eumedica AG". Fumedica AG has taken overallmarketing and distribution rights of Eurocor s entire range ofcoronary stent systems and balloon dilatation catheters, for theGerman and Swiss market. This was the first major agreement signedby Eurocor, after it was acquired by OCIL in January 2006.
Another important landmark deal was the signing of a distr ibutionagreement with a large distributor in Brazil to cover Latin Americanmarkets for marketing its blockbuster drug eluting stent 'TAXCOR'.The company has also bagged an additional order from Egypt.
In May'()6 OCI participated in the Paris Course of Revascularization(PCR) in France. This helped the company in fur ther accessing newermarkets like F.gypt & Latin America.
17
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
. •"$£?«*,«;•
Annual Report 2P
Tete'a-Tete1
with Dr. Michael Orlowski
In a f rank ami tree-wheeling interview, Dr. Michael Orlowski, CEO,
Eurocor GmbH, highlights how EuroCor would benefit from Opto s
global presence and better managerial skills.
Qs. What was the primary reason behind selling Eurocor to
Opto Circuits?
Ans : To be honest, I needed money for R&D and for working capital
and did approach many banks in Germany during 200-1-05. At
that t ime, the German economy was slowing down and I
received a poor response from the banks. The bankers asked me
to approach them again after a year's time but without any
commitment. Around that time, Opto Circuits approached me
and af ter detailed discussions, Eurocor and Opto Circuits
decided to move ahead together.
Qs. How will Eurocor benef i t from the integration with Opto
(.1 re LI 11 s ?
Ans : Opto Circuits wil l bring in tighter cost control for Eurocor. We
plan to do some back-end operations in India which will help
save money. Opto has a strong marketing and distribution
network across the globe which we can leverage to penetrate
new geographies. Eurocor has no presence in USA. When we get
the USFDA approval for scents, we would look to bank upon
Opto's presence in the market. More importantly, Opto also
brings in superior managerial skills in terms of f inance.
Qs. What would be the success drivers for Eurocor as receipt of
CE approval is behind us?
Ans : CE approval was a very big thing for Eurocor. I can proudly say
that our efforts over the past few years are starting to bear fruit .
We have started marketing our products in 29 of the 36
countries where we have obtained registrations. We have also
appointed a very strong distribution team. I believe our
products are superior to those of our competitors and they
should receive an overwhelming response. We are organizing
various awareness programs for cardiologists, who in turn could
recommend our products. We had one very successful campaign
in Paris and are going to organize a similar event in Mumbai over
the next few months. Our success drivers would be our products
and our ability to market them efficiently.
Qs. Will technology obsolescence- be a big threat for Eurocor?
Ans : We have already received a patent for our Taxcor DES product
which is far superior to that of our competitors. The patent is for
20 years, due to expire in 2023. We are constantly investing in
R&D which will help us in innovating new products.
18
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
ExpandingGeographies
19Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
BUSINESSSTRATEGIST
"R&D is a very integral part of the opto electronic industry. Webelieve investment in R&D would enable us to roll out newerproducts in the market. Last year, we launched three products andthey received a favorable response from customers. This year too, weare looking at launching three to four products with an addressablemarket of USS0.5-lbn."
"Eurocor is a very significant acquisition for the company. We are inthe process of integrating the operations of the two companies. Optowould be doing some back-end operations for Eurocor s products inI n d i a which will help save cost and make our products competitive.Our products have already received tremendous response in themarkets where we have set up a base. We arc well on track to achievethe targeted sales for the year."
"We are current ly going through a consolidation phase with theprime focus being on ident i fying and driving synergies between Opto& Eurocor. The entire industry is going through a consolidation phaseand opportunities are bound to arise."
"If we believe the targeted company is a good strategic tit lor us andthe valuations ate attractive we may go ahead with the acquisition. Asregards the area of operation of the targered company, we would lookat a company with a thrust on R&D."
"We have also earmarked R s . l 9 l m n from the follow on issueproceeds to set up a R&D center. Our proposal of sett ing up jointR&D operations with leading opto- electronic companies has alsogenerated a positive response. We are conf iden t tha t our investmentsin R&D would be a major driver for growth over the longer term.
"Although the major i ty of our revenues comes from the in ternat ionalmarkets, I believe domestic market would also be a s ign i f i can tcontributor over the next two years. In Ind ia , people have becomemore health conscious and are increasing thei r spending onhealthcare. The domestic market is on the point of inflexion. Ourproducts in the domestic market arc marketed by out subsidiaryAdvanced Micronics Devices Limited (AMDL). With growth pickingup, AMDL will have a critical role to play."
J a y e s h Patc l
20Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
2006
OUR OFFICES
Opto is a 100% EOU. Majority of our production is currentlyexported. Our vision is to be a global company with a strong reach & ageographical spread which spans the globe.
Opto started its operations in the USA through its wholly ownedsubsidiary, Mediaid Inc. since 2002. Mediaicl has an establisheddistribution network across US, Latin Ametica and Europe. Withover 170 distributors Mediaid Inc. helps in distributing Opto'sproducts. . ' . . - •
Furthering its reach Opto opened offices in Singapore, Malaysia & FarEast with the help of its subsidiary Mediaid Inc. also present inSingapore. Apart from this, Mediaid Inc. also has branches inGermany & Dubai. Through these offices Mediaid Inc. has formed anetwork of distributors in each place. Thus making the presence ofOpto & its products felt in this part of the globe.
Opto acquired Eurocor in 2005. Eurocor currently sells its productsin ovet 36 countties around the world. Eurocor's manufacturing andR&D facilities are based out of Bonn, and it has markering offices inFrance and Poland. This distribution network has spread Opto's reachin Europe & neighboring counrries.
Opto will continue to increase irs geographical spread & will alsofocus on inorganic growth plans, wherein it can acquite companies inthe healthcare domain, which share the same values & vision of Opto.
OPTO's Global Offices:
USAMediaid Inc.17517 Fabrica Way, Suite HCerritos, CA 90703 USAP 714.367.2848F [email protected]
Latin America:Mediaid IncP 714.367.2848F [email protected]
Regional Offices:
Europe:
Mediaid Gmbh41515 Grevenbroich, Germany
P 011.49.21.81.2129918F 011.49.21.81.2129287
Russia:Helena Tereshina (Russia)
Middle East :Vivek MalhotraP.O. Box 18122LB02-115, Jebel Ali Free Zone,Dubai - U.A.E.Telefax: +971.4.8818514Mobile: [email protected]
21Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
^ffffTDFaTReport 2006
OUR OFFICES
International Sales Support:
Cindy Rico714.367.2848x223customerservice 1 @ mediaidinc .com
Eurocor Worldwide Network
HeadquartersEurocor GmbH
Rheinwerkallee 2D-53227 Bonn
GermanyPhone: +49 - 228 / 20 150 - 0Fax: +49 - 228 /20 150-5
email: [email protected]
Office in Poland
Eurocor PolskaUl. Instalatorow 90 2 - 2 3 7 WarszawaPolandPhone: +48 - 2 2 / 8 462 051 283Fax: +48 - 2 2 / 8 6 8 3 173email: [email protected]
Eurocor International Distribution
GermanyFrance
EnglandItalySpain
PortugalAustria
SwitzerlandPoland
Czech RepublicSlovakiaBrazil
ArgentinaIndia
China/HongkongSouth Korea
JapanIran
IsraelEgypt
TurkeyHollandBelgium
Saudi-Arabia
22
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
GLOBALSTRATEGIST
" Our products like the SpO2 sensors and Pulse Oximeters find major
demand in the USA & European markets. In addition USA & Europe,Asia Pacific: is also a big market for us."
We are extremely confident of sustaining our growth rate. We arefocused on niche segments of opto-electronics. Technology and chipdesign is a definite entry barrier in this business and we also have theadvantage of a low cost base which our competitors in the West do nothave."
" We have a strong marketing team at Mediaid. We are the preferredvendors for esteemed OEM's. In addition, our constant investmentsin R&D enable us to launch new products in the markets. In FY06,we launched 3-4 new products which received good response and Iam confident that we would launch a similar number this fiscal aswell."
"Competition is present in every business and opto-electronics is noexception. However certain specialized skill sets in terms oftechnology and chip design are needed in this business and thegestation period is long. Getting USFDA approval has been a very bigadvantage for Opto. Even if someone wants to enter the industrytoday with all technological skills, it will take a min imum of two yearsbefote the regulatory approvals are obtained and they can supply inthe US markets. Furthermore, it is tough to gain acceptance forproducts as applications are critical in nature.
"We have a strong order book in place for the core business. We wouldbe looking at expanding our presence in newer geographies. Webelieve the Middle East market looks very attractive and have set upoffices there."
We are looking at setting up marketing offices in various othercountries where we believe our products can generate good demand. Ibelieve the results from the new start up offices would be visiblestarting next year. Our strategy is to penetrate newer geographies forgrowth."
Thomas Die t iker
23Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto CircuitSENSING TECHNOLOGY
Transcendingthe Number Barrier
FINANCIALINTERFACE
"Eurocor is the biggest acquisition fot Opto. Stents market worthUS$1 Obn is a big market growing at 15% annually. After theacquisition, Eurocor has received CE approval for its Taxcor DrugEluting Stents."
"We believe our pricing and marketing strategy will help us incapturing 2-3% share in European market over the next two years."
"The domestic market is also huge with over 60,000 Stents sold in2005 and 80,000 stents in 2006. I am very confident of Eurocorachieving good growth from the stent market. The acquisition ofEuroCor leads to product diversification for Opto. Prior to theacquisition, Opto was only present in the non invasive market. Thisdevelopment enables Opto to enter the invasive segment andenhance our product portfolio. On the other hand Opto can utilizeEuroCor's distribution network which is in 36 countries to enhance itsreach to distribute its products."
Opto generates surplus cash even on a standalone basis and is in aposition to fund its recurring capital expenditure from its internalaccruals. We did raise debt in order to fund the EuroCor acquisitionwhich subsequently has been repaid from the FPO proceeds.Furthermore, there is adequate scope for the company to raise lowcost funds, as and when required."
"Relatively higher debtor days is the norm in the healthcare industry.Shipment of goods takes around 90 days. We have a strong clientbase, which includes prominent customers. Hence, the chance ofdefault is very low for the company. Also we are nor dependent on asingle customer, single product or a single market for growth."
"Opto being a 100% EOU with large imports enjoys the position ofnatural hedging for all its foreign currency transactions. Therefore,the weakness of US dollar will not really impact profitability."
Bodapat i BhaskarGroup CFO
24Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
2006
Financial Review
25Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
5 YEAR FINANCIAL SUMMARY &KEY RATIOSFINANCIAL SUMMARY Rs. in Millions
FINANCIALS
SalesProfit Before taxProfit after tax
EPS
Gross Block
Net BlockNetworth
Capital Employed% OF Dividend Declared
Dividend payout
Bonus declaredBonus shares issued
KEY RATIOS
FINANCIAL PERFORMANCE RATIO
EMPLOYEE COSTS / NET SALESINTEREST / TOTAL INCOME
PAT / NET SALES
EBIDTA / NET SALES
RONW (PAT / NET WORTH)ROCESALES / GROSS BLOCK (TIMES)TOTAL INCOME / WORKING CAPITAL
DEBT EQUITY RATIO (TIMES)
CURRENT RATIO (TIMES)CASH AND EQUIVALENTS / TOTAL ASSETS %
01-02
310.1666.7166.38
6.29117.3791.48
263.51
382.1330%
29.871:10
01-02
3%6%
21%26%25%17%2.641.360.454.69
1%
02-03
380.57
77.4975.01
6.51161.04
129.00
321.71535.22
30%
38.492:10
10.34
02-03
4%4%
19%25%23%14%2.361.120.664.8510%
03-04
585.24
130.26
130.519.47
224.63
183.13412.97630.90
30%46.53
3:1022.75
03-04
3%3%
22%27%32%21%2.611.690.533.97
1%
04-05
791.43194.14191.64
10.66236.22
185.61
532.68
691.7335%
70.735:10
41.24
04-05
3%2%
24%
29%36%28%3.351.960.303.003%
05-06
1160.36351.60350.28
13.07260.35
200.85728.94
1337.21
40%140.52
1:1
89.36
05-06
2%
3%30%32%48%26%4.461.630.803.372%
26Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Rep 006
WHAT THE NUMBERS SAYKey Ratios & Graphs
Sales Profit before tax
01-02 02-03 03-04 04-05 05-06
Financials Years
Profit after tax
192
131 I
i i i i01-02 02-03 03-04 04-05 05-06
Financials Years
EPS
1-02 02-03 03-04 04-05 0
Financials Year
27
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
ii<fIa7 LIm 11e dSENSING TECHNOLOGY
WHAT THE NUMBERS SAYKey Ratios & Graphs
30%Capital Employed
02-03 03-04 04-05 05-06
Financials Years
Gross Block
236
Net worth 743
28
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
AnnuaTReport 2006
WHAT THE NUMBERS DO NOT SAYSuccess Drivers
Diversification into Invasive Segment
The acquisition of Eurocor leads to product diversification andenables Opto to enter the invasive segment and enhance its productportfolio. On the other hand, it can utilize Eurocor's distributionnetwork which is in 36 countries to enhance our reach to distributeour products. OCIL is in the process of integrating its operations withEuroCor
US FDA approval for SpO2 sensors
The US market size of this product is estimated at 70% of the totalglobal demand of US$0.5bn and Opto has a market share of 2.5-3%thereof. In FY06, Mediaid, OCIL's 100% subsidiary received a newdistribution and pricing agreement (DAPA) from a DefencePersonnel Support Centre (DPSC) based in Philadelphia. With thisagreement, the company would be able to distribute the FDAapproved SpO2 Sensors and Patient Monitoring Devices at specificprices through the Medical Prime Vendor Programme (MPVP). Atthis point in time, Opto is the only company in India to have an FDAapproval for exporting medical devices and an agreement with DPSC.
immense scope to supply patient monitoring devices, sensor probesand other medical equipment to the Indian hospitals.
Penetrating New Markets
The global market size for srents is estimated to be US$8bn of whichUSA comprises of US$4bn, Europe US$3bn and rest of the worldcomprising of US$lbn. The stent market is growing at 14% pa.EuroCor has recently received CE approval for its stents, whichpresents them an opportunity to penetrate the non US & Japanesemarkets market using our distribution setup and low costmanufacturing advantage. The domestic market for stents is also verybig with over 60,000 stents sold in 2005 which is likely to go up toover 80,000 in 2006.
Qualitative Improvement in Financials
The ROE (RONW) has improved significantly from 23.4% in FY03to 45.9% in FY06. More importantly the quality of ROE hasimproved significantly with increasing contribution from Net profitMargin (NPM).
Emerging Outsourcing Opportunities
There is a visible trend among the OEMs in this sector to outsourcethe design and manufacture of opto-electronic devices and value-added subsystems to fully integrated, independent manufacturers. Ifthis trend gathers momentum a niche manufacturer like Opto couldbe a significant beneficiary.
Huge Market to be Tapped
The estimated market-size that Opto can cater to in non-invasivesensing for healthcare with sensors and pulse oximeters exceeds
Omn.
Emerging Domestic Demand
Given India's growing population and the fact that there are close to amillion hospital beds in India (marginally more than the US) for apopulation which is over four times the US population, there exists
29Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLOGY
WEALTH CREATION
Total shareholder return is a measure of the gain delivered to the shareholders of
the company. Returns are calculated not only in terms of the dividend per share,
but also in terms of capital appreciation in the underlying investment.
The management of Opto Circuits believes in rewarding shareholders
handsomely, and this is reflected in the undermentioned list of
dividend and bonus shares announced by the company over the years:
FY
FY 2000-01
FY 2001-02
FY 2002-03
FY 2003-04
FY 2004-05
FY 2005-06
FY2006-07
Dividend
30%
30%
30%
30%
30%
35%
40%
Bonus Share
-
1:10
2:10
3:10
4:10
5:10
1:1
Years
2000-012001-022002-032003-042004-052005-062006-07
BonusSharesRatio
-
1:10
2:10
3:10
5:10
1:1
-
BonusSharesalloted
100
220
396858
2574
CumilativeInvestment
in Shares
1000
1000
1100
1320
1716
25745148
Dividend%
30%30%30%30%35%40%
DividendAmount
300030003300396060069009
-
CumilativeDividend
60009300
132601926628275
-
Returns
Initial investmentAdd bonus sharesTotal shares as on date-Add dividendsTotal returns
As a % of investment
1000 at 5015742574 400
50000
102960019266
1048866
2098%
Opto Circuits made a follow on public offer (FPO) of 4mn shares at a
price of Rs270 per share. The follow on issue was for an aggregate
sum of Rs.108 crore. The issue elicited a tremendous response and
was oversubscribed 4.89 times. The HNI portion was over subscribed
3.5 times, QIB portion 9.88 times and retail portion 1,54 times.
Opto's shares have generated a return of 48% over a short span of four
and a half months from the FPO issue closing date as compared to a
negative return of 12.2% by the BSE HcalthCare Index. Opto has
been a significant out-performer as compared to every index in
a highly volatile market.
Table: Major index returns over April - August 2006
Index
BSEHC
BSE 200
BSE 500
SENSEX
NSE Nifty
CNXMidcap
April 1 2006
3944
1446
4626
11564
3473
4897
l6-Aug-06
3463
1373
4354
11448
3356
4265
Returns
(12.2)
(5.0)
(5.9)
(1.0)
(3.4)
(12.9)
This overwhelming response to the FPO highlights the faith
and trust that the public has in the company.
Table: Objects of FPO
Major Activity
To set up R&D center
Cost of upgrading infrastructure and for
modernizing and acquisition of additional
plant and machinery
Establishing matketing offices by wholly
owned subsidiary Mediaid, Inc. USA.
Additional Working Capital Margin
To meet part of the cost of acquisition of
EuroCOR, GmBH, Germany
Cost (Rs mn)
194
164
75
225
272
30Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits ( India) LimitedSENSING TECHNOLOGY
31
Statutory Reports
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLI
DIRECTORS REPORTYour Directors have pleasure in presenring their report on the business and operations of the company for the year ended 31 March 2006
Financial Results
Total RevenueProfit before DepreciationDepreciationProfit before TaxProvision for taxationPrior year adjustmentsProfit for the year
APPROPRIATIONProposed DividendTax on DividendSurplus carried to Balance Sheet
Year Ended31.03.06
1184.48363.94
12.35351.59
1.320.34
350.62
123.2317. 28
210.11
(Rs.in millions)Year Ended
31.03.05
783.75207.02
12.88194.14
2.50(1.20)
190.43
62.558.17
119.71
COMPANY PERFORMANCEYour company has recorded yet another year of good performanceduring the year under review. The total revenue at Rs. 1184.48million for the year ended March 2006 as against Rs.783.75 millionfor the same period during the previous year higher by 51 % and profitat Rs.350.62 million as of March 2006 as against Rs.190.43 millionfor the same period during the previous year million represents asincrease of 84% over the previous year.
DIVIDENDConsidering the performance of the Company, your Directors' arepleased to recommend an Dividend at the rate of 40% for the yearended 31st March 2006 on the equity share capital, which amountsRs.4.00pershate.
MANAGEMENT DISCUSSION AND ANALYSISExecutive Summary
Your Company is engaged in the Design, Development,Manufacturing, Marketing and Distribution of Medical ElectronicDevices and Medical monitoring products employing Sensing andDetection techniques. In the past fourteen years the company hasestablished itself as a leading supplier of noninvasive OEM Opticalsensors in the field of Patient monitoring systems.
The company has received US FDA approval for its SpO2 products. It
has also added two new products to its patient monitoring range.
The company is also expanding into new geographical territoty withoffices established in Dubai and Germany. Our world widedistribution network helps market our products globally.
COMPANY OVERVIEWThe group comprises Opto Circuits India Ltd, a public listedcompany and Advanced Micronic Devices Limited, also a listedcompany and Medi Aid Inc, USA. Opto Circuits India Ltd has beensteadily growing at an annual rate of approximately 36% and is aleader in Medical Non-Invasive sensors. The combined revenues ofOpto and Advanced Micronic Devices Ltd, is Rs. 1454.49 million (USf 32.40) million.
During the year your company also has acquired Eurocor Gmbh,which is in the business of manufacturing Cardiac and Peripheralstems with a market size of 10 Billion USD which is growing at therate of 15 % annually.
After the acquisition Eurocor received the CE approval for its TaxcorDrug Eluring Stents. The company has also acquired a 100% stake inAltron Industries during 2004-05 which is engaged in providingElectronic manufacturing services at its state of art manufacturingfacility at Electronic City, Bangalore.
During the current year, your company also had a very successfulfollow on Public offering of 4 million shares at a price of Rs.270 per
32Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report Z U U 6
DIRECTORS REPORTshare. The follow on issue was for an aggregate sum of Rs.1080million. The issue elicited tremendous response and was oversubscribed 4.89 times. You will also be pleased to know that yourshares have been a significant out performer as compared to everyindex in a highly volatile market.
The Company plans to expand its state of the art technology indeveloping new models of patient monitoring systems like pulseoximeters, multiparameter monitors and other Patient Monitoringsystems used in Critical Patient Care.
The company proposes to enhance its in-house R& D capability in theUS and India and to ensute continued leadership in the field.
Human ResourcesOne of the key assets of the company is its people and this isstrengthened by motivating them to perform at their best byaugmenting their skills through, training programs and recognitionmechanisms. The employee strength is 345 as at 31st March 2006.
BONUS SHARESYour Directors are pleased to recommend Bonus shares on the fullypaid up shares in the ratio of 1 share for every 1 share held in the sharecapital of the Company. The necessary resolution is incorporated inthe notice convening the Annual General Meeting for shareholdersconsideration.
CONSERVATION OF ENERGY, R E S E A R C H &
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO.
In pursuance of the provisions of Section 217( l ) (e)of the companiesAct, 1956 read with Rule 2 of the Companies (Disclosure ofParticulars in the Report of the Board of Directors) Rules, 1988, theparticulars relating to conservation of energy, technology absorptionand foreign exchange earnings and outgo are furnished below:
Conservation of Energy: The operations of your company are notenergy intensive. Adequate measures have, however, been taken toreduce energy consumption by using energy efficient computerterminals. Air-conditioners are used only when required, therebyenhancing energy efficiency.
Research and Development: Your Company has launched aspecialized Research & Development facility in Electronics City,Bangalore. The research activities will focus on the design anddevelopment of a new range of patient monitoring systems.
The Company plans to use state of the art technology in developingnew models of patient monitoring systems like pulse oximeter, noninvasive gadget used to keep a tab on oxygen and pulse rate.
Technology Absorption: Not applicable.
CORPORATE GOVERNANCECertificate dated 13 June 2006 of the auditors of your Companyregarding compliance of the conditions for Corporate Governance asstipulated in Clause 49 of the listing agreement with stock exchanges,is enclosed.
PARTICULARS OF EMPLOYEESInformation as per Section 2 17 (2 A) of the Companies Act 1956, teadwith Companies (Patticulars of Employees) Rules 1975 as amended,is available at the registered office of your Company. As per theprovisions of Section 219 (1) (b) (iv) of the said Act, the Report andAccounts are being sent to all shareholders of the Company excludingthe statement of particulars of employee's u/s 217 (2 A) of the saidAct. Any shateholdets interested in obtaining a copy of this statementmay write to the Company Secretary at the Registered Office of theCompany.
Foreign Exchange Earnings and outgo: The Company earnedRs.634.16 million in Foreign Exchange. The Foreign Exchange outgoincluding capital goods wasRs6l2.01 million.
RESPONSIBILITY STATEMENTSPursuant to the requirement under Section 217 (2AA) of theCompanies Act, 1956, with respect to the Directors ResponsibilityStatement, it is hereby confirmed:
That in the preparation of the Annual Accounts for the financial yearended 31st March, 2006; the applicable accounting standards havebeen followed along with proper explanation relating to materialdepartures.
That they have selected such appropriate accounting policies andapplied them consistently and made judgment and estimated that
33Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
DIRECTORS REPORT
<t i m i t e d
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 period.
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:
That the Directors have prepared the annual accounts for the
financial year ended 31st March 2006 on agoing concern basis.
LISTING OF SECURITIESThe Company's securities are listed in, The Mumbai Stock Exchange
and National Stock Exchange.
ACKNOWLEDGMENTThe Directors wish to thank all Stakeholders and Business Partners
Your Company's Bankers, Financial Institutions, and Business
Associate for their continued support and valuable co-operation. The
Directors also wish to express their gratitude to investors for the faith
that they continue to repose in the Company.
For and on behalf of the Board
Date : 21st August 2006Place : Bangalore
sd/-VINOD RAMNANI
Chairman & Managing Director
FIXED DEPOSITSThe Company has not accepted any fixed deposits from the public
during the year.
PERSONNELThe Employer — Employee relationship was cordial throughout the
year under review. The Board wishes to express its appreciation to the
sections of employees for their contribution to the growth of thebusiness during the year.
DIRECTORSMr.Jayesh Patel, Tom Dietiker & Mr.Suleman Merchant retire by
rotation and offer themselves for re-appointment. In compliance of
clause 49 of the listing agreement the board has recommended to
appoint Dr. V Balasubramaniam, Raj Kumar Raisinghaniah and
Dr.Anvay Mulay, as independent directors, who offer themselves for
appointment.
AUDITORSThe auditors M/s. Anand Shenoy & Co., Chartered Accountants,
Bangalore 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
provisions of Section 224 (-B) of the Companies Act 1956.
34Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
CORPORATEGOVERNANCE
In compliance with clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters mentioned in the said
clause and lists the practices followed by the Company.
1. PHILOSOPHY ON THE CODE OF GOVERNANCE
OPTO Circuits (India) Limited's philosophy on corporate governance envisages transparency, accountability, integrity, consistent value systems,
delegation and responsibility. The Company tries to work by these principles in all its interactions with Shareholders, Employees, Customers,
Suppliers and Statutory authorities. The Corporate Governance comprises of a unique combination of factors likes regulations, compliance, policies
and economic environments, voluntary practices and disclosures.
2. BOARD OF DIRECTORS
Composition and provisions as to Board and Committees
Your company's Board comprises of 8 Directors out of which 4 are executive. The details of directors with regard to outside directorships, committee
positions as well as attendance at Board/general meetings are as follows
NAME
Mr. Vinocl Ramnani
Mrs. Usha Ramnani
Mr. Jayesh Patel
Mr. Thomas Deitiker
Dr. Suleman AdamMerchant
Dr. Anvay Mulay
Mr. RajkumarRaisinghani
Mr. V Balasubramaniam
CATEGORY
Executive
Executive
Non-ExecutiveDirector
Month andyear of
appoint-ment
08-06-1992
08-06-1992
03-04-2000
Non-Executive , 03-04-2000Director
Non-ExecutiveDirector
Non-ExecutiveDirector
Non-ExecutiveDirector
Non-Executive
20-08-2001
31-12-2005
Designa-tion
Chairman
Director
Director
No. ofMeetings
1Held [Attended
15
15
15J
Director
Director
Director
31-12-2005 Director
131-12-2005 Directot
15
15
15
15
15
15
13
05
03
13
No. ofMembership
in BoardOther
Companies
1
1
Nil
Nil
1
04
05
04
1
1
3
Member- • Chairmanship of ofBoard Board
Committee Committee
. .,. ._
Nil
1
Nil
Nil
3
2
1
2
Nil
No
Nil
Nil
1
Nil
Nil
2
WhetherAttendedLastAGM
Yes
Yes
Yes
Yes
No
No
No
No
35Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Upto CirciiITs~(Tndia) LimftedSENSING TECHNOLOGY
CORPORATE GOVERNANCE
Mr. Mahesh Patel resigned as on 31st December 2005. Dr. Anvay Mulay, Mr. V Balasubramaniam and Mr. Rajkumar Raisinghani were appointed as'additional Directors on 31st December 2005. and they hold office up to the date of Annual General Meeting. They need to be re-appointed by themembers of the Company.
Pursuant to the provisions of the Companies Act 1956, Mr. Jayesh Patel, Mr Thomas Dietiker and Dr Suleman Adam Merchant retire by rotation atthe ensuing Annual General Meeting and being eligible offers themselves for reelection.
Code of Conduct
The Board of Directors of your Company have laid down a Code of Conduct ('the Code') applicable to all Board Members and Senior Managementpersonnel of your Company. A Declaration from the CEO of your Company to the effect that all Board Members and Senior Management personnel ofyour Company have affirmed Compliance with the Code, forms a part of this Report.
DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Memebers and the Senior Management Personnel haveaffirmed compliance with the Code of Conduct for the year ended 31st March 2006
3. AUDIT COMMITTEE
The Company has a qualified and indipendent Audit Committee. The present Committee consists of 3 members all being Non-ExecutiveIndependent Directors. The details are given below:
S.No
1
2
3
Name of the Members
Mr. VBalasubramanian
Dr. Anvay Mulay
Dr. Suleman Merchant
Category
Independent Director
Independent Director
Independent Director
Present position
Chairman
Member
Member
The attendance of the members are given belov
S.No.
1
2
3
4
5
Name of the Members
Mr. Mahesh C Patel
Ms. Usha Ramnani
Dr. Suleman Merchant
Mr. V Balasubramanian
Dr. Anvay Mulay
Attendance
3
3
4
1
1
Changes during the year
Inducted on
-
-
-
31-12-2005
31-12-2005
Ceased on
31-12-2005
31-12-2005
-
-
_
36Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
fterport 2(row
CORPORATE GOVERNANCE
The Audit Committee has the following powers:1. To investigate any activity within its terms of reference.
2. To seek information from any employee,
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders wirh relevant expertise, if it considers necessary
The role of rhe Audit Committee includes the following
Over view of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements arefairly stated.
Recommending the appointment and removal of external auditors, fixation of audit fee and also apptoval for payment of any other services.
Reviewing with management the annual financial statement before submission to the Board
Reviewing the internal audit system and scope of intetnal audit.
Reviewing with management the annual financial statement before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibiliry Statement to be included in the Board's report in terms of clause (2AA) ofSection 217 of the Companies Act, 1956.
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
The Audit Committee reviews the following information:
1. Management Discussion and Analysis of financial condition and results of operations,
2. Statement of significant related party transacrions (as defined by the Audit Committee), submitted by management,
3. Management letters/ letters of internal control weaknesses issued by the statutory auditors, if any,
4. Internal audit reports relating to internal control weaknesses and
5. The appointment, removal and terms of remuneration of the Chief Internal Auditors
During the year 2006, four audit committee meetings were held. The requirements on periodicity and time gap between two meetings were inaccordance with the requirements of clause 49 of the listing agreements.
4. REMUNERATION COMMITTEE:
The Board constituted a Remuneration Committee which presently comprises of 5 Non Executive Independent Directors
S.No
1
2
3
Name of the Members
Mr. V Balasubramanian
Dr. Suleman Merchant
Mr. Rajkumar Raisinghani
Category
Independent Director
Independent Director
Independent Director
Present position
Chairman
Member
Member
37Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
IJpfoCiFcuTts (India) LimitedSENSING TECHNOLOGY
CORPORATE GOVERNANCE
The committee reviews and decides the overall remuneration of the key employees of the company and the Wholetime Directors.
The Committee has been empowered to review/ recommend appointment and remuneration of the executive & Non-executive Directors. TheCommittee met once during the financial year
The details of the Attendance & remuneration paid to the Directors during the year 2006 are given below
SI. No
1
2
34
5
6
7
8
Name of the Director
Mr. Vinod Ramnani
Mrs Usha Ramnani '
Mr.JayeshPatel
Mr. Thomas Deitiker
Dr.Suleman Adam Merchant
Dr. Anvay Mulay
Mr. Balasubramaniam
Mr. RajkumarRaisinghani
Salary #
33,75,000
33,75,000
Nil
Nil
Nil
Nil
Nil
Nil
Perquisites*
16,87,500
16,87,500
Nil
Nil
Nil
Nil
Nil
Nil
Total
50,62,500
50,62,500
Nil
Nil
Nil
Nil
Nil
Nil
Note:
# Salary includes bonus.*Perquisites includes House Rent Allowance, Leave Travel Assistance, MedicalReimbursement and contribution to Provident Fund and Superannuation Fund.
Besides this, all the Whole time Directors were also entitled to Graruity and encashment of leave at the end of tenure, as per the rules of the Company.
5. SHAREHOLDER'S/INVESTORS' GRIEVANCE COMMITTEE.
The Shareholders/ Investors Grievance Committee presently consists of 3 members two of the being Non Executive Independent Directors asdetails Below:
SNo.
1
2
3
Name of the Member
Dr. Suleman Adam Merchant
Dr. Anvay Mulay
Ms Usha Ramnani
Category
Independent
Independent
Executive
Present Position
Chairman
Member
Member
The committee is constituted monitor and look into the redressals of shareholders and investors complaints like transfers, non-receipt of balabcesheet, declared dividends etc and also approval of share transfers, transmissions, transpositions, splitting and consolidation.
All the Meetings of the Shareholders/Investors Grievance Committee meetings were attended by at least two independent directors Ms. RoseChintamani Company Secretary acts as a Compliance Officer,
The total number of Complaints received and replied to, to the satisfaction of shareholders during the year under review, were 80. There were nooutstanding complaints as on 31st March 2006. No requests for transfers and for dematerialisation were pending for approval as on 31st March2006.
During the year there were 14 Committee meetings. The attendance of the members are given below:
38Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
CORPORATE GOVERNANCE
S.No.
1
2
3
4
5
Name of the Members
Mr. Vinod Ramnani
Mr.MaheshC Patel
Dr. Suleman Merchant
Mr. V Balasubramanian
Dr. Anvay Mulay
Attendance
10
10
14
4
4
Changes during the yearInducted on
-
-
-
31-12-2005
31-12-2005
Ceased on
31-12-2005
31-12-2005
-
-
-
The Board has also delegated the power of approving the transfer, transmission etc. of securities to the Chairman and the Company Secretary.
6. GENERAL BODY MEETINGSa) Last 3 Annual General Meetings
Financial Year
Date
Time
Venue
2002-03
26th September
12.00 Noon
The Atria HotelNo 1 Palace RoadBangalore 560001.
2003-04
30th September
12. 00 Noon
The Grand AshokKumara Krupa High GroundsBangalore -560 001.
2004-05
2 1st July
10.00 am
The Grand AshokKumara Krupa High GroundsBangalore -560 001.
b) Postal Ballot
There were no resolutions that were passed through postal ballot during the financial year 2005-06
7. DISCLOSURES
(A) Basis of Related party transaction
Your Company places all the aforesaid details with respect to related party transactions before the Audit Committee periodically.
No transaction of material nature has been entered into by the Company with Directors or Management and their relatives etc. that may have aporenrial conflict with the interest of the Company.
There has been no instance of non-compliance by the company on any matter related to capital markets. Hence, the question of penalties orstrictures being imposed by SEBI or Stock Exchanges does not arise.
(B) Disclosure of Accounting treatmentYour Company has followed all relevant Accounting Standards while preparing the financial statements, subject to compliance of Accountingfor Retirement Benefits of employees (AS 15) and Accounting for Taxes on income (AS 22) as srared in Note No-2 & 10 of the Notes to Accounts
(C) Risk Management
Your Company is aware of the risk associated with the business. It regularly analysis the risks and takes corrective action for managing/mitigating the same. Your Company has developed a risk management policy.
(D) Proceeds from public issues, Right Issues, Preferential issues etcDuring the year under review, your Company has raised funds by way of Public issues etc..
39Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLOGY
CORPORATE GOVERNANCE
(E) The Company needs to disclose all pecuniary relationship or Transactions of the non-executive directors vis-a-vis the company
No significant material transactions have been made with the non-executive Directors Vis-a-vis the Company.
Director Shareholding As on 31st March 2006.
NAME No. of Shares
1 Mr. Vinod Ramnani 4661566
2 Mrs. Usha Ramnani 1124556
3 Mr. Jayesh Patel ' • 1608312
4 Mr. Thomas Deitiker 1169998
5 Dr. Suleman Adam Merchant 53500
6 Dr. Anvay Mulay Nil
7 Mr. Rajkumar Raisinghani 4286
8 Mr. V Balasubramaniam 4000
(F) Management
The Management Discussion and Analysis Report forms part of the Annual Report and is in accordance with the requirement laid out in Clause
49 of the Listing Agreement.
No material transaction has been entered into by your Company with the Promoters, Directors or the Management, their subsidiaries or
relatives etc., that may have a potential conflict with interests of your Company.
(G) Shareholders
Details of the Directors Seeking appointment / re-appoinrment at the ensuing AGM are provided in the Notice convening the AGM
A shareholders' Grievances Committee under the chairmanship of a non-executive director has been formed to specifically look into the redressal
of shareholder and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.
8. MEANS OF COMMUNICATIONThe annual, half yearly and quarterly results are regularly submitted to the Stock Exchanges in accordance with the listing agreement and
published in leading newspapers like Business standard and other local news papers.
Annual Report containing inter alia Audited Accounts, Consolidated Financial Statements, Directors Report, Auditors Report, and other
important information is circulated to members and others enrirled thereto.
Other information of significant importance like take over, change in management, information of subsidiaries/ offices, major projects,
status/recognition received etc. are promptly intimated to Stock Exchanges and also to the public by way of Press releases in leading newspapers.
9. MANAGEMENT DISCUSSION AND ANALYSIS.The management discussions and Analysis report forms part of the annual report and is captioned "Management Discussion and Analysis" in the
Directors Report.
40Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
CORPORATE GOVERNANCE
10. GENERAL SHAREHOLDER INFORMAITON
10.1 Annual General Meeting
Date and Time 28th September 200611.00AM
Venue The Grand Ashok,Kumara Krupa, High Grounds,
Bangalore-5 60001.
10.2 Financial Calendar: Results ReportingQuarter 30thjune 2006 31st July 2006Quarter 30th Sept 2006 Last week of October 2006.
Quarter 31st December 2006 Last week of January 2007
Quarter 31 st March 2006 Last week of June 2007.AGM for the approval of the September 2007Audited accounts for the year
ended 3 1st March 2007
10.3 Details of Book Closure from 22nd September 2006 to 28th September2006 (both days inclusive)
10.4 Dividend payment: on or after 28th September 2006
10.5 Listing of Equity shares a) The Stock Exchange Mumbai
on Stock Exchanges Phiroze Jeejeebhoy Towers, Dalai StreetMumbai-400001
b) Natinal Stock Exchange of IndiaExchange Plaza, Bandra Kurla Complex, Bandra (E)
MUMBAI-40005110.6 Stock Code
a. Trading SymbolBombay Stock Exchange Code: 532391National Stock Exchange Symbol: OPTOCIRCUI
b. DematlSIN Numbers in NSDL : INE808B01016
And CDSL for equity Shares
Listing Fee : Paid
10.7. Stock Market Data : High and low quotation at Bombay Stock Exchange.
41Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLOGY
CORPORATE GOVERNANCE
Date
• April 2005
May 2005
June 2005
July 2005
August 2005
September 2005
October 2005
November 2005
December 2005
January 2006
February 2006
March 2006
BS
High (Rs.)
163.90
180.00
206.90
273.00
283.40
241.00
230.00
227.90
265.00
294.95301.00
308.45
ELow (Rs.)
145.60
143.00
169.20
180.00
157.00
185.05
187.60
198.00
218.00
248.80
263.00
268.15
No. of
472475
1261686
1523696
1482847
525148
2228567
768689
10456091204972
759780
852940
570279
NSEHigh (Rs.)
Shares
178.09179.80
206.70
272.55
285.00
i 251.00
230.00
227.00
264.90
294.00
301.00
310.00
Low (Rs.)
144.05
141.25
169.00
179.55
156.20
184.50
188.05195.50
217.25
242.30
266.00
269.05
No. ofShares
817,163
2,738,197
3,207,955
2,871,2871,105,968
4,671,970
2,276,142
2,542,004
2,439,784
1,335,015
894,445
1,023,029
10.8 Registrar & Transfer Agents(Share transfer and communicationregarding share certificate, dividendsand change of Address)
10.9 Share Transfer System
Mr. M S Madhusudhan
Karvy Computershare Pvt Ltd.,Karvy House, 46, Avenue 4 Street No 1Banjara Hills, Hyderabad 500 034Ph 040 23312454, 23320751 23320752Fax 040 23311968E-Mail : [email protected]
Presently the share transfers which are received in physical form are processed by Karvy Computershare Pvt Ltd and the share certificates returnedwithin a period of 15 to 16 days from the date of receipt, subject to the documenrs being valid and complete in all respects. The share transfercommittee meets at frequrent intervals for approving the share transfer.
10.10 Distribution of Shareholding as On 31" March 2 006
SI. No.
12
34
56
7
8
Category
1-500
501-10001001-20002001-30003001-40004001-50005001-10000
10001 And Above
TOTAL
Number
8541
754
414174
61
4672
135
10197
••%
83.76
7.394.06
1.710.60
0.450.711.32
100.00
Amount
10665060.005466740.005890810.004375800.002190120.002107850.005320040.00
232066480.00
268082900.00
%
3.98
2.04
2.20
1.63 '0.82
0.791.98
86.57
100.00
42Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
CORPORATE GOVERNANCE
10.11 Categories of shareholders as on 31' March 2006.
Sno
12
345678
9101112
13
DescriptionHoldersBanksClearing MembersEmployeesFII'sForeign NationalsForeign PromotersH U FIndian PromotersBodies CorporatesMutual FundsNon Resident IndiansResident IndividualsTrustsTotal
No of Share
3104
148
1
1
185
3421
3
152
93002
10197
Shares
111206132754
38553191492803206
214615889657
73944343792120100812525014665631040
277726808290
% To Equity
0.41 %
0.49 %0.01 %
11.90%2.99 %8.00%0.33%
27.58 %14.14 %3.76%9.33%
21.00%0.01 %
100.00 %
10.12 Dematerialisation of shares
As on 31 March 2006, 68.48% of the company's total paid up capital representing 18358404 shares was held in dematerialized form and thebalance 31.52% representing8449886 shares were held in physical form.
10.13 Secretarial Audit:
As stipulated by the Securities and Exchange Board of India, a qualified practicing company secretary carries out the secretarial Audit and provides areport to reconcile the total admitted capital with the National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stockexchanges and is also placed before the Board of Directors. The audit, inter alia, confirms that the total listed and paid up capital of the company is inagreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares inphysical form.
10.14 INVESTOR CORRESPONDENCE FOR SHARES HELD IN PHYSICAL FORM:
(Share transfer and communicationregarding share certificate, dividendsand change of address and anyquery relating to the shares of theCompany)
For shares held in Demat Forn
Mr. M S Madhusudhan
Karvy Computershare Pvt Ltd.,Karvy House, No 45, Avenue 4,Street No 1, Banjara Hills,Hyderabad-560 034E-Mail : [email protected]
To the Depository Participant
43Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto CIreuits (India) LimitedSENSING TECHNOLOGY
CORPORATE GOVERNANCE
CERTIFICATE UNDER CORPORATE GOVERNANCE REPORT
Certificate related to Code of Conduct for Director's / Senior Management
This is to certify that as per revised Clause 49 of the Listing Agreemenr the code of conduct has been laid down for all theBoard Members and Senior Management of the Company. The Board Members and Senior Managment personnel haveaffirmed compliance with Company's code of conduct for the year 2005-06.
Place: BangaloreDate: 21st August, 2006
Sd/-Vinod Ramnani
Managing Director
AUDITORS' CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT.
To the members of OPTO Circuits (India) Limited.,
We have examined the compliance of the conditions of Corporate Governance by OPTO Circuits (India) Limited for theyear ended 31 March, 2006, as stipulated in clause 49 of the listing agreement of the Company with Stock Exchanges inIndia.
The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. Ir is neither an audit nor an expression of an opinion on the financial statements ofthe Company.
In our opinion and to the best of information and according to the explanations given to us, the Company has compliedwith the conditions of Corporate Governance as stipulated under the Clause 49 of the listing Agreement.
For Anand Shenoy & CompanyChartered Accountants
G C SomadasPartner
M.No.: 18636Place: BangaloreDate : 2l" August 2006
44Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
A n n u a i p ori:
AUDITORS REPORTTo,The Members of
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
(iii) The Balance Sheet, Profit and Loss Account and Cash flowStatement dealt with by this teport are in agreement with thebooks of accounts.
1. We have audited the attached Balance Sheet of Opto Circuits(India) Limited as at 31st Match 2006 and the Profit and LossAccount for the year ended on that date annexed thereto.These financial statements are the responsibility of thecompany's management. Our responsibility is to express anopinion on these financial statements based on out audit.
(iv) In our opinion, the Balance Sheet, Profit and Loss Account andCash Flow statement dealt with in this report subject to noteno. 2 regarding gratuity liability and note no. 10 regatdingAccounting for taxes on Income (AS 22), comply with theaccounting standards referred to in sub-section (3Q of section211 of the Companies Act, 1956.
We conducted our audit in accordance with the auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financial statementsare free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used andsignificant estimates made by management, as well asevaluating the overall financial statement ptesentation. Webelieve that our audit proves a reasonable basis for our opinion.
As required by the Companies' (Auditor's Report) Order, 2003in terms of sub-section (4A) of section 227 of the CompaniesAct, 1956, and according to the information and explanationgiven to us during the course of the audit and on the basis ofsuch checks as we consider appropriate, we enclose in theAnnexute a statement on the matters specified in paragraphs 4and 5 of the said Order.
(v) On the basis of written representation received from thedirectors, as on 31st March 2006 and taken on record by theBoard of Directors, we report that none of the directors aredisqualified as on 31st March 2006 from being appointed as aditector in terms of clause (g) of sub-section (1) of section 274of the Companies Act, 1956.
(vi) Subject to the foregoing, in our opinion, and to the best of outinformation and accounting to the explanations given to us,the said accounts give the information required by theCompanies Act, 1956, in the manner so required and give atrue and fair view in conformity with the accounting principlesgenerally accepted in India.
(a) in the case of the Balance Sheet, of the state of affairs of theCompany as at 31st March 2006;
(b) in the case of Profit and Loss Account, of the Profit for the yearended on that date; and
4. Further to our comments in the Annexure referred to above,we report that:
(c) in the case of Cash Flow statement, of the cash flows for theyear ended on that date.
(i) We have obtained all the information and explanations, whichto the best of our knowledge and belief were necessary for theputposes of our audit.
(ii) In our opinion, proper books of account as required by lawhave been kept by the Company so far as appears from ourexamination of those books:
Place: Bangalore.Date: 13th June 2006.
For Anand Shenoy & Co.,Chartered Accountants
G C SomadasPartner
M. No.18636
45
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
AUDITORS REPORT
Limited
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in paragraph 3 of our Report of even date on the accountsof Opto Circuits (India) Limited for the year ended 31st March 2006)
i. (a) The company has maintained proper records showing fullparticulars including quantitative details and situation offixed assets.
(b) Physical verification of Fixed Assets is performed by themanagement in a regular programme for verification once ina year. In our opinion, the frequency of verification isreasonable, having regard to the size and the nature of itsbusiness.
(c) There was no substantial disposal of fixed assets during theyear.
ii. (a) We are informed that the physical verifications of inventoriesexcept inventories lying with the third parties wereconducted by the management at reasonable intervals. Inour opinion, the frequency of verification is reasonable.
(b) In our opinion, the procedures of physical verification ofinventories followed by the management are reasonable andadequate in relation to the size of the company and thenature of its business.
(c) The company has maintained proper records of inventories.According to the records produced to us, no discrepancieswere noticed on verificarion between physical stocks andstock records.
iii. (a) As per the explanation given to us the Company has givenloans to the parties listed in the register maintained undersection 301 of the Companies Act 1956., the rate of interestand other terms and conditions of such loans given are notprejudicial to the interest of the Company.
(b) As per the explanation given to us the Company has takenloans from the parties listed in the register maintained undersection 301 of the Companies Acr 1956., the rate of interestand othet terms and conditions of such loans accepted arenot prejudicial to the interest of the Company.
iv. In our opinion, and according to the information andexplanations given to us, there is adequate internal controlprocedure commensurate with size of the Company and thenature of its business for the purchase of inventory and assetsand for the sale of goods. During the course of our audit wehave not observed any continuing failure to correct majorweakness in internal control.
v. (a) According to the information and explanation given to us,we are of the opinion that the transactions that need to beentered into the register maintained under section 301 of theCompanies Act, 1956 have been so entered.
(b) In our opinion and according to the information andexplanations given to us, the transactions made in pursuanceof contracts or arrangements entered in the registermaintained under section 301 of the Companies Act, 1956and exceeding Rs. 5,00,000 in respect of each party duringthe year have been made at prices which are reasonablehaving regard ro the prevailing market price at the relevanttime.
vi. The Company has not accepted any deposits from the publicwithin the meaning of Section 58A of the companies Act,1956..
vii. In our opinion, the internal audir system in the companyduring the year is adequate and commensurare to the sizeand the nature of the business of the company.
viii. To the best of our knowledge and as explained, the CentralGovernment has not prescribed maintenance of cost recordsunder section 209(l ) (d)of the Companies Act, 1956 for anyproduct of the company.
ix. On the basis of records produced before us, the Company isgenerally been regular in depositing undisputed statutorydues including Provident Fund, Employees State Insurance,Income Tax, Sales Tax, Customs Duty and Excise Duty.According to the information and explanations given to us,there are no undisputed amounts payable in respecr ofProvident Fund, Income Tax, Sales Tax, Customs Duty andExcise Duty which are outstanding as on 31st March 2006for a period of more than six months from the date on whichthey became payable.
46
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
2006
AUDITORS REPORTx. The company has no accumulated losses and has not incurred
cash losses during the current financial year and in the
, immediately preceding financial year.
xi. During the year, the company has not defaulted in
repayment of its dues to financial institutions and banks.
xii. In our opinion and according to the information and
explanations given to us, and based on the documents and
records produced to us, the Company has not granted any
loans and advances on the basis of security by way of pledge
of shares, debentures and other securities.
xiii. In our opinion and according to the information and
explanations given to us, the nature of activities of the
Company does not attract any special status applicable to
Chit-Fund and Nidhi / Mutual Benefit Fund/ Societies.
xiv. In our opinion, the Company is not dealing or trading in
shares, securities, debentures or other investments and
hence, the requirement of para 4(xiv) are not applicable to
the company.
xv. In our opinion and according to the information and
explanations given to us, the terms and conditions on which
the Company has given guarantee for loans taken by its
subsidiary from a bank, are not prima-facie prejudicial to the
interest of the Company..
xvi. In our opinion and based on information and explanations
given to us by the management, term loans have been
applied for the purpose for which they were obtained.
xvii. According to the information and explanations given to us
and on an overall examination of the balance sheet of the
company, we report that no funds raised on short-term basis
have been used for long-term investment except the short
term temporary borrowings from banks of Rs. 800 Laksh to
pay for the acquisition of Eurocor GmbH. No long-term
funds have been used to finance short-term assets except
permanent working capital.
xviii. The Company has not made any preferential allotment of
shares to parties and companies covered in the register
maintained under section 301 of the Companies Act, 1956
during the year.
xix. The company has not issued debentures during the financial
year.
xx. The company has not raised any money through a public
issue during the year.
xxi. On the basis of our examination and according to the
information and explanations given by the management, we
report that no ftaud on or by the Company has been noticed
or reported during the course of our audit.
For Anand Shenoy & Co.,Chartered Accountants
Place: Bangalore.Date: 13th June 2006.
G C SomadasPartner
M. No. 18636
47Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Clrcuit§ (intlla) Lim11eaSENSING TECHNOLOGY
Opto FinanciaStatement
48Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.BALANCE SHEET AS AT 31.03.2006
I. SOURCES OF FUNDS
SHARE HOLDERS FUNDCapitalReserves & Surplus
LOAN FUNDSSecured LoansUnsecured Loans
TOTAL
II. APPLICATION OF FUNDSFIXED ASSETS:
Gross BlockLess Depreciation
Net Block
Capital work - in - progressINVESTMENTSCURRENT ASSETS, LOANS & ADVANCES:
InventoriesSundry DebtorsCash & Bank BalancesLoans & Advances
Less : Current Liabilities & ProvisionsLiabilitiesProvisions
Net Current Assets
Miscellaneous Expenditure(to the extent not written off or ajdusted)
TOTAL
For OPTO CIRCUITS (INDIA) LIMITED
sd/- sd/-VINOD RAMNANI USHA RAMNANI
Chairman & Managing Director Executive Director
SCH 31.03.2006Rs.
A 268,082,900B 474,697,616 •
C 579,727,421D 14,700,638
1,337,208,575
E260,348,698
59,504,270
200,844,428
19,000F 396,616,623G
224,512,860740,657,311
22,435,98244,756,219
1,032,362,372
H 1f 156,544,913\ 149,932,655
j: 725,884,804
1 I;": 13,843,720
1,337,208,575
sd/-ROSE CHINTAMANI
Company Secretary
31.03.2005Rs.
178,721,930353,954,842
146,514,34312,538,233
691,729,348
236,220,33150,611,595
185,608,736
7,914,12698,065,104
204,209,121314,289,715
23,021,24958,950,752
600,470,837
127,101,92773,227,528
400,141,382
-
691,729,348
Read with our Report
For ANAND SHENOY & CO.,Chartered Accountants
sd/-G.C. SOMADAS
PartnerM.No.: 18636
Place:BangaloreDate : 13* June 2006.
49Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Op toCircui t s (India) LimitedSENSING TECHNOLOGY
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.PROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
SCH
INCOME
Sales JOther Income KIncrease/Decrease in W I P & FG L
TOTAL
EXPENDITUREManufacturing Expenses MAdministrative & Selling Expenses N
Financial Expenses ODepreciation E
TOTAL
Profit for the year before Tax
Provision for TaxationProvision for FBT
Profit After Tax
Add/(Less):Prior Year Adjustment
Profit After Prior Year AdjustmentsProfit brought forward from Previous Year
Profit available for appropriation
Amount Transferred to General Reserve
Proposed DividendTax on Distributed Profits
Profit carried to Balance Sheet
Number of Equity Shares
Basic & Diluted earnings per equity share (Rs.)
(Face value of Rs. 10/- per share)Notes forming part of accounts P
Significant Accounting Policies Q
For OPTO CIRCUITS (INDIA) LIMITED
sd/- sd/-VINOD RAMNANI USHA RAMNANI ROSE
Chairman & Managing Director Executive Director Com
31.03.2006Rs.
1,160,360,51511,834,34512,290,542
1,184,485,402
708,400,314
82,503,56729,633,942
12,350,430
832,888,254
351,597,149900,000417,544
350,279,605
340,749350,620,354
266,106,120
616,726,474
36,000,000
123,233,16017,283,450
440,209,864
26,808,290
13.07
sd/-CHINTAMANI.pany Secretary
31.03.2005Rs.
791,429,634
3,228,353(10,902,555)
783,755,432
486,919,968
71,332,87318,475,682
12,883,235
589,611,758
194,143,674
2,500,000
-
191,643,674
(1,205,480)
190,438,194165,895,454
356,333,64819,500,000
62,552,6768,174,852
266,106,120
17,872,193
10.66
Read with our Report
For ANAND SHENOY & CO.,Chartered Accountants
sd/-G.C. SOMADAS
PartnerM.No.: 18636
Place:BangaloreDare : 13* June 2006.
50Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
006
OPTu ^li^uiis uiMJlA) LIMITED, BANGALORE.SCHEDULE TO BALANCE SHEET AS AT 31.03-2006
SCHEDULE A:Share Capital Authorised :
50,000,000 Equity Share of Rs.10/- Each• (RY 20,000,000 Equity Shares of Rs. 10/- each)
Issued Capital27,070,190 Equity Shares of Rs.10/- each(RY 18,134,093 Equity Shares of Rs. 10/- each)(Out of the above- 1,239,831 Equity Shares ofRs. 10/- each fully paid-up allotted otherwise than for cash21,255,390 (P.Y12.319,293) Equity Shares ofRs.10/- Each fully paid up as Bonus shares
Subscribed Capital26,808,290 Equity Shares of Rs.10/- each(RY. 17,872,193 Equity Shares of Rs. 10/- each)(Out of the above- 1,239,831 Equity Shares ofRs. 10/- each fully paid-up allotted otherwise than for cash21,255,390 (PY12,319,293) Equity Shares ofRs.10/- Each fully paid up as Bonus shares
Paid-up Capital26,808,290 Equity Shares of Rs.10/- Each fully paid up(RY. 17,872,193 Equity Shares of Rs. 10/- each)(Out of the above- 1,239,831 Equity Shares ofRs. 10/- each fully paid-up allotted otherwise than for cash21,255,390 (PY12,319,293>Equity Shares ofRs. 10/- Each fully paid up as Bonus shares
SCHEDULE B:
Reserves & SurplusAs per last Balance SheetAdditions during the yearShare Premium accountProfit & Loss Account balance
TOTALLess: Transfers during the year - Bonus Shares
Acid: Subsidy received from Govt. Of Karnataka
TOTAL
SCHEDULE C:
31.03.2006(Rs.)
500,000,000
270,701,900
268,082,900
268,082,900
268,082,900
52,481,49236,000,00033,867,230
440,209,864
562,558,58689,360,970
473,197,616
1,500,000
474,697,616
31.03.2005(Rs.)
200,000,000
181,340,930
178,721,930
178,721,930
178,721,930
32,981,49219,500,00075,110,750
266,106,120
393,698,36241,243,520
352,454,842
1,500,000
353,954,842
Secured Loans:Term Loan From Banks & Financial Institutions*Working Capital Advances from Banks **Other Term Loans***
* Secured by hypothecation of Fixed Assets** Secured by hypothecation of Stocks & Book Debts*** Secured by hypothecation of Equipments & Vehicles
271,289,428301,893,828
6,544,165
579,727,421
26,680,000108,646,605
11,187,738
146,514,343
51Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
'titrr iff "'trim it e dSENSING TECHNOLOGY
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE D:Un Secured Loans:From DirectorsFrom Others
SCHEDULE F:Investments:Quoted Shares at Cost :Advanced Micronic Devices Limited-3153165 E.Shares of Rs.10/- Fully Paidup(Aggregate cost of Quoted investment Rs.52461254.Market Value Rs.132905905/- as on 31.3.2006 or ason last quoted date)Unquoted Investment at Cost:Medi Aid Inc.,2250000 E.shares of US$1/- Fully paid upEuroCor GmBH40850 E.Shares of Euro I/- Fully paidAltron Industries Pvt. Ltd.7020 E.Shares of Rs.100/- Fully paid
Current Assets, Loans & Advances:A. INVENTORIES
(Valued at lower of cost or market value as certifiedby the Management)
B. SUNDRY DEBTORS(unsecured considered good, for which the companyholds no security other than the debtor'spersonal security)- from Subsidiaries > Above 180 Days
> Below 180 Days- from others > Above 180 Days
> Below 180 Days
TOTAL
C. CASH & BANK BALANCES:Deposit & Other AccountsCurrent AccountsCash on hand
TOTAL
CURRENT ASSETS TOTAL (A+B + C)
LOANS & ADVANCES:(Unsecured considered good, receivablein cash or in kind or for value to be received)Advances to Suppliers & Services - Subsidiary- OthersOthers AdvancesAdvances to Suppliers of Capital goodsAdvances-Inter Corporate Deposits - SubsidiaryAdvance Income TaxStaff AdvanceDepositsPrepaid Expenses
TOTAL
31.03.2006(Rs.)
12,660,6382,040,000
14,700,638
52,461,254
101,488,225
237,467,430
5,199,714
396,616,623
224,512,860
101,062,161178,135,58738,713,597
422,745,966
740.657311
16,847,9755,538,257
49,750
22,435.982
987,606,153
31.03.2005(Rs.)
12,538,233
12,538,233
52,461,254
45,603,850
98,065,104
204,209,121
3,121,632
133,673311,034,410
3)4.289.713
17,249,9435,763,201
8,105
23,021,249
541,520,085
17,440,04013,700,5327,469,8921,827,500
-2,867,425123,000494,746833,084
44,756,219
736,80036,545,93015,676,5243,516,9771,013,815
-168,500516,327775,879
58,950,752
52
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
31.03.2006(Rs.)
31.03.2005(Rs.)
SCHEDULE H:
Current Liabilities & Provisions:•Current Liabilities :
Sundry Creditors for Purchases - Subsidiary- OthersSundry Creditors for ExpensesSundry Creditors for Capital GoodsAdvance received from CustomersAdvance received from SubsidiariesStatutory Dues PayableUnclaimed Dividend - 2000-2001Unclaimed Dividend - 2001-2002Unclaimed Dividend - 2002-2003Unclaimed Dividend - 2003-2004Unclaimed Dividend - 2004-2005
TOTAL
Provisions :Provision for DividendProvision for Dividend TaxProvision for InterestProvision for FBTProvision for Taxation 04-05 'Provision for Taxation 05-06
TOTAL
SCHEDULE I:
Preliminary Expenses(to the extent not written off or adjusted)
SCHEDULE J:
SALESSALES UNIT I- ExpottsSALES UNIT II-ExportsSALES UNIT- II- D T ASALES UNIT- II-Software
TOTAL
SCHEDULE K:
6,514,05761,731,25215,830,5865,608,7069,910,08155,036,1851,014,032
70,111104,297200,258197,041328,307
156,544,913
123,233,16021,458,3031,423,648417,544
2,500,000900,000
149,932,655
39,41899,150,39712,147,2663,700,5599,890,523
-1,561,944
70,411104,297201,816235,296
-
127,101,927
62,552,6768,174,852
--
2,500,000-
73,227,528
13,843,72013,843,720
160,2641,151,581,885
8,618,366
1,160,360,515
54,522,462708,165,282
14,933,39013,808,500
791,429,634
OTHER INCOME:Dividend received from SubsidiaryInterest receivedDifference in Exchange RateMiscellaneous Income
TOTAL
3,153,165425,887
8,255,293
11,834,345
3,153,16564,063
11,125
3,228,353
53Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
o Circuits (India )L imi tedSENSING TECHNOLOGY
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE L:
Increase/Decrease in WIP & Finished Goods
Opening Stock of WIPOpening Stock of Finished Goods
TOTAL( A )
LESS:Closing Stock of WIPClosing Stock of Finished Goods
TOTAL( B )
Increase/(Decrease) in WIP & Finished Goods(B-A)
SCHEDULE M:
A. MANUFACTURING EXPENSES:CONSUMPTION OF RAW MATERIALS & CONSUMABLESOpening Stock
ADD:Purchase of Raw Materials & Consumables UN IPurchase of Raw Materials & Consumables UN II
TOTAL(a)
LESS: Closing StockRaw Materials & Consumables - Unit II
TOTAL(b)
Raw materials & Consumables Consumed (a-b)=A
B. FACTORY EXPENSES:Labour Charges & Job WorkPower & FuelTooling ChargesInsuranceRepairs & Maintenance - Plant & MachineryRepairs & Maintenance - Electricals & OthersRepairs & Maintenance - BuildingR&D,Product Development ExpensesCustoms Duty & Supervision Charges
TOTAL (B)
Total (A+B)
31.03.2006(Rs.)
13,099,326
13,099,326
25,389,868
25,389,868
12,290,542
191,109,795
692.210,347
883,320,142
199,122,992
31.03.2005(Rs.)
12,951,38111,050,500
24,001,881
13,099,326
13,099,326
(10,902,555)
134,985,414
43,238,232476.889,990
655,113,636
191,109,795
199,122,992
684,197,150
8,887,8547,489,664
47,6763,323,8761,046,388905,118857,437
1,623,25921,892
24,203,164
191,109,795
464,003,841
8,297,2096,161,6731,730,4143,288,007908,535866,872
: 72,553933,066657,798
22,916,127
708,400,314 486,919,968
54Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Attnual Report 20UF
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE N:
A. ADMINISTRATIVE EXPENSES:• Directors Remuneration
Travelling & ConveyanceProfessional & Consultancy ChargesPrinting & StationeryGeneral ExpensesPostage, Telephone & Fax ChargesShare Transfer ChargesLoss on sale of AssetRates & TaxesAdvertisementAuditor's RemunerationRentRepairs & Maintenance - OthersMembership, Books & Periodicals
TOTAL (A)
B. STAFF EXPENSES:Salaries & AllowancesStaff Welfare and Amenities
TOTAL (B)
C: SELLING EXPENSES:Freight & Handling ChargesDifference in Exchange ratePacking MaterialsClearing ChargesBusiness Promotion ExpensesTransportation
TOTAL ( C )
Total (A+B + C)
SCHEDULE O:
FINANCIAL CHARGESInterest - Working CapitalInterest on Term LoanInterest to OthersBank Charges
TOTAL
31.03.2006(Rs.)
28,913,752
8,956,213
1,484,4101,837,2992,250,052
494,109
15,022,083
82,503,567
16,398,5455,185,062
745,7427,304,593
31.03.2005(Rs.)
10,125,0009,887,2532,155,6043,636,0202,385,6822,188,675124,295
2,944,1082,072,7491,906,066525,500375,412115,913125,455
38,567,732
22,432,1026,481,650
9,000,0008,398,2032,954,2512,681,4181,780,3311,170,478484,477443,676397,526390,463385,700327,531124,44811,695
28,550,197
16,909,6175,987,795
22,897,412
11,939,0064,304,8461,676,5371,370,490
465,668128,717
19,885,264
71,332,873
10,323,0552,777,9861,135,2884,239,353
29,633,942 18,475,682
55Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
Opto C i r c u i t s ( I n d i a ) L i m i t e d
SCHEDULE TO BALANCE SHEET FOR THE YEAR ENDED 31.03.2006 (Continued)
56
SC
HE
DU
LE
E:
u3COHWZ
Zo
EP
RE
CIA
TI
Q
U
GR
OS
S B
LO
1
0
.Sc
JS
Fix
ed
Ass
ets
Sch
edule
foi
c ^» o
r-
« q
B O
<« q
m
>-^&Q §
DE
LE
-TIO
NS
it-C L,
Z^
< S
^
Hin
P Z
|§j
DE
LE
-TIO
NS
, OT
II
Zo
^ o
.
PA
RTIC
ULA
RS
O ud \r\ •— ' O^ NO r- O CNNO rd O O rd
^ ^ rd 00 3
§ £ 1C
NO rd GNrd r- r~-
ord
NO
ud COud NO
r~~- xr00 NO
ooo
1 i rd i/d OOXT ITN NO••xT rd dj
ON r-- xrON 00 NO
O u^ CO ' '
^ \D dJ
q ^ S
1 1 1 \o o oCN ud
oo ON
NO" rd
i i i i i
O u-N CO NO CO
— i NO CN XT ud
NO rd r~- id Ord, r- xr oo ON— i rd NO NO
CN" xr" NO rd
1 * *
Land
Bore
Well
Offic
e B
uild
ing
UN
IT I
Build
ing
Ele
ctrica
l In
stalla
tions
oo00
l/o"^J
1
1
VD
(N\f~\O
[~-~
m
'
NO
ONONO\r\
oo"CN
CN
0CN
ON
GNON"
NOCNONr-CO
$
Pla
nt
& M
ach
inery
GNONCNCNCN
CN"
1
1
NO
rd
CN"
'
NO
CN
u~\
CN"
•
m
r-r--
'
Ud
1
CNNO
Furn
iture
s &
fittings
r-- oo i—NO CO mi— < CN vd
r— ON O
1 ' '
. i ,
XT CN 00ON NO r--
r— CN rd
— ' "^
, , ,
XT CN 00GN NO r-r-- xr ON
f-~- dl rdxr rd xr
, , ,
^ S ON
CO" I-H" i-TXT' CN XT'ON XT, r-^
i i i
•-' O ONNO ud O
CO -— < -— 'XT CN XT
ud i— i O
xr NO GN
Offic
e E
quip
ments
Com
pute
rs
Veh
icle
s
rd r- 00
00 rd ITSud NO Ud
°°, °.. ^XT CN
NO CN GN
l/~N O NO
00 O CNO XT Ud
CN -—I
ON m or-- ud dlNO v~\ CN
CN O
u~\
00
r- GN NOCN ON or-- NO CNON rd udXT CN
NO XT XTGN i/~N ' — iUd CO
ON ' — iP-- CNOCr NO
r- o udCN NO CC
r- oo ud
oo" CN"CN — <
\o ' 'CN
CONO
NO"
COCOON
NO ud ONNO O udON NO oc
(•*"•) 00 u^
NO" CN"
xr xr xrrOi rCi rd
UN
IT II
Build
ing
Ap
art
me
nt
GH
Furn
iture
& F
ittin
gs
xr\r\
GNr--ON
CN
G\00
ONCN
NO
NO
GNNOGN
NO
CN\r\
GNOr-NO
\r\OCO
COCN
ONCNO00
NO
NO
CN
CN
CN
ON
CO
O
0\r\
xrr-o
CN
r-
Pla
nt
& M
ach
inery
GN
CN"
COCN
NOCO
v~\
2:
CN
CN
CNU-N
CN
r--
CN
CO0
oo_
ro.
5
0ooo"o
ONGN
sON
U-N
CN00
CN"
CN
Furn
iture
s &
fittings
NO \r\ XT ONW-N O O\ NOXT cCi NO CNr~~- i — < o
o Co NO r~-O O O ON\/~\ r<~~t O !""•--r- NO u^ NOoo co o r-i— ' xr CN m
r- o o orn o xr xr
GN rd i — ' XT
CN i/^ ON — '
— T - " o"
NO GN NO r--xr r~~- CN ON
^-T NO"
CO XT rd CN
CN ON CN r-
o r— xr ONO XT NO ONu"\ CN rd
CN
CO rd ON Ord r— \f~\ NOCO u"N NO i— '
XT rd
r- rd NO r-~rd O XT rdO NO •— < NOr-- GN NO •— <xr CN v~\ i \xr o i — i \f\
dj
O — < CO ON
r- GN v~\ ud-— ' CC O •— (CN xr GN xrxr GN NO r~-
o co oo r-XT CN v^ CNco v~^ xr oXT NO NO CNxr CN »yd xrCO CN XT
CN"
5 ^ § 2O XT ON COCO ud O NOi — i CN rddT ,-T rd
CN r--- r-- ir\
Com
pute
rs
Offic
e E
quip
ments
Ele
ctrica
l Inst
alla
tions
Veh
icle
s
SO
FT
WA
RE D
IVIS
ION
•— < CN
NO" r-"<— l ON
NO •— iOC •— <r-- ON-—I di
CO
•— ( udCN NO
CC ^r(
NO udCN ud
— ' — '
GN o
ON —ir— \O
O CNO NOO ud
CO rd00 rd
CN
' '
O CNO NOO ud
00 rdOO rd
CN
CN CN
NO NO
Com
pute
rs
Furn
iture
s &
fittings
ordr-
300
ON NOCN rd-^ r-• oo• r o
O COCN t-H
O i dr- ONdi ud
0 — <
ON" o"
O
oCN
co"
r\ NOr-^ d|r-T NO"ud NO
O ud
•xr' dj
ud COrd CO
CN" CN"
ON CNud NO
-H ONNO xro" "
00 —<
NO rd00 O-NT CNrd CNo" NO"^O rdCN CN
'
*"• ONCN ^o" ^
O' NONO rdud O
rd ON
rd •— *
rd OO GNdl CN
NO" xr"rd CNCN CN
Pre
vious
Yea
r (0
4-0
5)
CN
xr
ON
OOOON
1
'
1
0OOGN
:,
COCO
GN
r-
r-xrCN
NOCN
ONr-"
NOo
0
'a,U
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Cif ctiits (Indla) LmfTtedSENSING TECHNOLOGY
NOTES FORMING PART OF ACCOUNTSSCHEDULE P1. Contingent Liability:
I. The company has issued corporate guarantee in favour of State Bank of India against line of credit sanctioned to its subsidiary for M/s AdvancedMicronic Devices Limited for Rs. 18.4 lCrores(PY 18.41 Crores).
II. Bank Guarantee : 0.79 croresIII Letter of Credit: 5.95 crores
2. The company's liability towards retirement benefits in form of Provident fund is charged to revenue expenditure. The company contributes tothe employees PF scheme run by the Central Government. All other retirement benefits payable to employees are accounted for on paymentand not provided for accrual basis.
3. GIF value of Imports:
a. Components and Spares
b. Capital Goods
c. Raw material
31"-March-2006
8,604,209
13,811,532
670,187,181
3 ls'-March-2005
11,832,922
10,949,611
495,764,656
4. Value of raw materials consumed:
a. Imported
b. Indigenous
Total
%
94.09
5.91
100.00
31"-March-2006
Rs.
634,786,336
39,904,302
674,690,638
%
98.10
1.90
100.00
31"-March-2005
Rs.
446,531,840
8,650,420
455,182,260
5. Stores and Spares consumed:
a. Imported
b. Indigenous
Total
%
85.56
14.44
100.00
31"-March-2006Rs.
8,134,067
1,372,445
9,506,512
%
80.27
19.73
100.00
31"-March-2005Rs.
7,081,191
1,740,390
8,821,581
6. Income in foreign exchange (INR)
7.
8.
The
a. Sales
Expenditure in foreign currency (INR)
a. Capital Equipment (GIF value)
b. Raw materials
Remuneration to Chairman, Managing Directors &
a. Salary
above payments are as per the provisions of Schedule XIII
31"-March-2006Rs in Lakhs
6,341.60
3l"-March-2006Rs in Lakhs
86.76
6,033.34
Directors (INR)
3 1 -March-2006
10,125,000
of the Companies Act, 1956
3l"-March-2005Rs in Lakhs
6906.22
3 l"-March-2005Rs in Lakhs
302.01
3710.97
31 -March-2005
9,000,000
5Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
U 0 6
NOTES FORMING PART OF ACCOUNTS (CONTINUED)
9. Capacities & Production
Year ending 31"-March-2006 31-March-2005
Production 40,83,339 4,565,369
Exempted from licensing provision in terms of Notification No.477(E) of 25.07.91.
10. Defetred Tax Asset/Liability has not been recognized as there is a Deferred Tax Asset on the opening timing difference for the year ending 31March 2002 of the depreciation charged on the Fixed Assets and there is no virtual certainty supported by convincing evidence that sufficientfuture taxable income will be available against which such Deferred Tax Asset can be realized.
11. Auditors Remuneration
Statutory Audit fees
Tax Audit fees
Other Services
31 -March-2006
375,000
125,000
25,500
31-March-2005
275,500
99,180
11,020
12. Liability fot tax paid under protest Rs.4,22,130/- was disputed & contested in appeal to Income Tax Tribunal, for the prior years, was notprovided. However the Income tax Appeal is disposed in the Company favour and liability is set aside. Hence there was no need to provide forthe liability.
13. Segment wise reporting (Rs. In Lakhs)a. The company has mainly one business segment of Medical Electronic Products.b. The company has geographical region wise segments of the customers is as shown below, region wise profirability can not be ascertained.
Sales Revenue by Geographical segment(Rs.in Lakhs)
U.S.A.SINGAPOREGERMANYHONGKONGTURKEYUNITED KINGDOMNETHERLANDSSPAINSOUTH AFRICAUAE
DUBAIISREALIRANSAUDI ARABIAOMANDOMESTIC
Current Year31 Mar 06
5547.30
4511.531369.33
2.5118.3428.75
6.165.871.624.570.199.073.416.991.79
86.18
Previous year31 Mar 05
4,670.052,740.93
249.73-
26.4444.14
7.9719.220.771.220.543.96
---
149.33
58Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OpTto Circuits (India) liriiitedSENSING TECHNOLOGY.
NOTES FORMING PART OF ACCOUNTS (CONTINUED)
1) Segments have been identified in accordance with Accounting Standard 17 "Segment reporting", considering the organization structure & thereturn/risk profiles of the businesses. The management information system recognizes & monitors these segments on a continuous basis.
2) Segment revenue includes sales & other income directly identifiable with the segment & allocated to it. Assets used in the Company'sbusiness or liabilities contracted have not been identified to any of the reportable segments.
14. Related Party Disclosure:A) List of related parties where control exists
(i) ADVANCED MICRONIC DEVICES LIMITED(li) MEDIAIDINC,
(iii) ALTRON INDUSTRIES PRIVATE LIMITED.
Related party transactionsDuring the year, the following transactions were carried out with the related party in the ordinary course of business.
Advanced Micronic Devices Ltd.
AMDL Chennai
AMDL USA
AMDL - Expenditure
AMDL - ICD
AMDL — Thermometer
-
406.93
14356316
15000000
20873761
3121632
1555.40
14352681
71050000
27347250
From To
-
40566.91
740435
55036185
6473490
MEDIAID INC.,
MEDIAID - Purchase
MEDIAID - Sales
From
109741115
358549929 284734372
To
5536625
-
ALTRON INDUSTRIES PRIVATE LIMITED
ALTRON - Advance
ALTRON - Purchases
ALTRON - Payable
From
2860930
1076200
-
To
62964
Name of Related Party
Vinod Ramnani
Usha Ramnani
Relationship
Key Management Personnel
Key Management Personnel
Remuneration to Key Management Personnel
Name of Related Party
Mr. Vinod Ramnani
Mrs. Usha Ramnani
5062500
5062500
15. Previous year figures have been regrouped & reclassified to cotrespond with the current years classification.
59Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
i iv e p o r t z u u o
NOTES FORMING PART OF ACCOUNTS (CONTINUED)Significant Accounting Policies
1) System of AccountingThe Financial statements have been prepared to comply in all material respects with the mandatory Accounting standards issued by the
•, Institute of Chartered Accountants of India ('ICAI') and the relevant provisions of the Companies Act, 1956. The financial statements havebeen prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Companyand are consistent with those applied in the previous year.
2) Revenue RecognitionRevenue from sale of products are recognized on dispatch of goods to customers and are net of sales tax, discounts, rebates for priceadjustments, rejections and shortage in transit.
1) Fixed assetsFixed assets are stated at cost, less accumulated depteciation. Cost in prices includes purchase price, duties, levies and any other cost relating tothe acquisition and installation of the assets. Interesr and financial charges on borrowed funds, if any, used to finance the acquisition of fixedassets, until the date the assets are ready for use are capitalized and included in the cost of the asset.
2) DepreciationDepreciation is provided on the straighr line method at the rates specified under schedule XIV of the Companies Act, 1956 and on proratabasis on the additions made during the year.
3) InventoriesValuation of inventories is ar the lower of cost or market value as certified by the management.
4) Retirement benefits to employeesThe company's liability towards retirement benefit in the form of provident fund is fully funded and charged to revenue expenditure. Thecompany contributes to the employee provided fund maintained under the employees provident scheme run by the Central Government. Thecompany will be accounting the Gratuity liability on cash basis.
5) InvestmentsThe investments are stated at cost.
6) Deferred TaxDeferred Tax Assets & Liabilities are recognized for the estimated future tax consequences of temporary differences between the carrying valueof the assets & liabilities and their respective tax bases. Deferred Tax Asset in the nature of unabsorbed depreciation and loses are recognizedonly if there is virtual certainty of realization. Othet deferred tax assets are recognized if there is reasonable certainty of realization. The effecton Deferred Tax Asset & Liabilities of a change in rates is recognized in the income statement in the period of enactment of the change.
7) Foreign currency transactionsForeign currency transactions are recorded at the rates of exchange prevailing on rhe date of transaction. Foreign currency of assets & liabilitiesand realized gains and losses on foreign exchange transactions, other than those relating to fixed assets are recognized in the profit and lossaccount. Exchange difference arising on liabilities incurred for the purpose of acquiring fixed assets are adjusted in the carrying value of therespective fixed assets.
8) ProvisionsProvision for income tax is provided by the company, after considering the exemption U/s 10B of the Income Tax Act.
9) Earnings per shareThe basic earning per share is computed by dividing net profit after tax by the number of equity shares outstanding for the period. Dilutedearnings per share have not been computed, as the company has not issued any Dilutive Potential Equity Shares.
For & on behalf of the Board of DirecrorsAs per our report of even date
For ANAND SHENOY & CO.,Chartered Accountants
60
sd/-VINOD RAMNANI
Chairman &Managing Director
Place:BangaloreDate : 13* June 2006.
sd/-USHA RAMNANIExecutive Director
sd/-ROSE CHINTAMANI
Company Secretary
sd/-G.C.SOMADAS
PartnerM.No.: 18636
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2006
I. Cash flow from Operating ActivitiesCash InflowNet Profit Before Tax and Non-Recurring Items 35 1,597,149Add : Depreciation 12,350,430Loss on Sale of Assets & Other Non Cash Items (3,457,755)
360,489,824Less: Dividend Received 3,153,165Less: Interest Received & Othet Non Cash Items 425,887Adjusted Cash Flow From ProfitsTotal Cash Inflows ACash OutflowIncrease in Trade & Other Receivables (426,367,595)Increase/(Decrease) in Inventories (20,303,739)Decrease in Loans & Advances 14,194,533Increase in Trade & Other Payables 27,855,871Income Tax Paid & Other Prior year expenses (976.795)Total Cash Outflows BNet Cash Flow From Operating Activities [A-B]
II. Cash Flow from Investing ActivitiesCash InflowSale of Fixed Assets . 10,217,235Dividend Received 3,153,165Interest Received 425.887Total Cash Inflows ACash OutflowIncrease in Capital WIP (7,895,126)Purchase of Fixed Assets B 34,345,603Purchase of Investment 298,551.519Total Cash OutflowNet Cash Flow From Investing Activities {A-B}
III Cash Flow from Financing ActivitiesCash InflowProceeds from Issue of Share Capital including premium
Proceeds from Borrowings-Term Loan 244,609,428-Short term borrowings 193,247,223
Proceeds from Unsecured Loan 2,162,405Total Cash Inflows ACash OutflowRepayment of Borrowings-Other term loans 4,643,573Payment on public Issue Expenses 13,843,720Dividend Paid (including tax on dividend) 62,224,369Total Cash Outflows BNet Cash Flow From Financing Activities [A-B]
Net Increase / (Decrease) in Cash & Cash Equivalents [I+ 11 +III]Cash & Cash Equivalents as at (Opening)Cash & Cash Equivalents as at (Closing)
31.03.2006 31.03.2005
356,910.772356,910,772
(405,597,725)(48,686,953)
13,796,287
325.001,996(311,205,710)
440,019,056
80.711.661339,307,395
(585,268)23,021,24922,435,982
194,143,67412,883,235(3,766,267)
203,260,6423,153,165
75,188
41,160,62645,221,82630,858,100
(12,002,456)1,205,480
129,1693,153,165
75.188
50,000,000
64,905,985
46,527,849
200,032,289200,032,289
106,443,57793,588,712
3,357,522
19,033,491
(15,675,969)
50,000,000
111.433.834(61,433.834)
16,478,9096,542,340
23,021,249
Note : Previous Years figures have been regrouped and recast wherever necessary to conform to the currenr year's format and (-) figures indicates outflow.
AUDITOR'S CERTIFICATE
We have examined the above Cash Flow Statement of Opto Circuits (India) Limited, for the year ended 31" March 2006. The statement has beenprepared by the Company in accordance with the requirement under Clause 32 of the Listing Agreement with the Stock Exchanges and is based on and
is in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company for the year ended 31" March 2006.
As pet our report of even dateFor ANAND SHENOY & CO.,
Chartered AccountantsFor OPTO CIRCUITS (INDIA) LIMITED
sd/-VINOD RAMNANI
Chairman & Managing Director
Place:BangaloreDate : 13'h June 2006.
sd/-USHA RAMNANIExecutive Director
sd/-ROSE CHINTAMANI
Company Secretary
sd/-G.C. SOMADAS
PartnerM.No.: 18636
61Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.BALANCE SHEET ABSTRACT AND COMPANY 'S GENERAL BUSINESS PROFILE.
Registration Details:
Registration No.Balance Sheet Date
1322331/03/2006
State Code 08
Capital Raised during the year (Amounts in Rs.Thousands)
Public Issue
Bonus Issue
NIL
89,361
Right IssuePrivate Placement
NIL
NIL
Position of Mobilisation and deployment of funds (Amounts in Rs.Thousands)
Total Liabilities
Sources of FundPaid up Capital
Secured LoansReserves & SurplusUnsecured Loans
1,337,208
268,082474,698
579,72714.701
Total Assets
Application of FundsNet Fixed AssetsNet Current Assets
InvestmentsMisc. Expenditure
1,337,208
200,863725,885396,617
1 3,843
Performance of the Company (Amounts in Rs. Thousands)
Turnover
Profit before Tax
Earnings per Share in Rs.
1,160,361
351,59713.07
Total Expenditure
Profit after tax
Dividend Rate %
832,888
350,27940%
Generic Names of three Principal products / services of company.
Item Code No. (ITC Code)
8541.40.2000
8541.40.7040
8541.40.7040
8541.40.7040
8541.40.6010
9025.40.1910
Product Description
Emitter Assy.
Micro SensorPhoto Interrupter
Photo Transistor
Photo Diode Chips
Digital Thermometer
For OPTO CIRCUITS (INDIA) LIMITED
sd/-VINOD RAMNANI
Chairman & Managing Director
Place:BangaloreDate : 13* June 2006.
sd/-USHA RAMNANIExecutive Director
sd/-ROSE CHINTAMANI
Company Secretary
As per our report of even dateFor ANAND SHENOY & CO.,
Chartered Accountants
sd/-G.C. SOMADAS
PartnerM.No.: 18636
62Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OpicTCircuits (India) LimitedSENSING TECHNOLOGY
SubsidiariesFinancial Statement
Advanced Micronic Devices Ltd
63Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
ADVANCED MICRONIC DEVICES LIMITEDBALANCE SHEET AS AT 31.03.2006
SOURCES OF FUNDSOwn Funds
Share CapitalReserves & Surplus
BORROWED FUNDSSecured LoanUnsured LoanTOTAL SOURCES OF FUNDS
APPLICATION OF FUNDSFixed AssetsLESS : DepreciationNet Block
INVESTMENTS
NET CURRENT ASSETSInventoriesSundry DebtorsCash & Bank BalancesLoans & Advances
LESS : Current LiabilitiesProvisionDeferred Tax LiabilityNET CURRENT ASSETS
MISCELLANEOUS EXPENDITURE(to the extent not written off or adjusted)
TOTAL APPLICATION OF FUNDS
Notes forming part of Accounts
For and on behalf of the Board
sd/- sd/-
Sch.
AB
C
D
E
FGHI
JK
L
R
of Directors
VINOD RAMNANI Bhaskar ValivetiChairman & Managing Director Director
As on 31.03.06Rs.
52,811,000123,406,738
178,047,759
354,265,497
91,714,11018,402,09373,312,017
2,850,225
254,437,828213,808,380
76,224,20689,139,146
633,609,560355,799,901
19,716,6644,413,275
253,679,720
24,423,535
354,265,497
sd/-Usha Ramnani
Director
As on 3 1.03. 05Rs.
52,811,00093,181,846
190,878,5121,013,815
337,885,173
97,416,51518,501,03978,915,476
2,850,225
163,484,217195,494,55775,295,09334,313,649
468,587,516208,777,613
12,002,5623,687,275
244,120,066
11,999,406
337,885,173
Read with our Report
For ANAND SHENOY & CO.,Chartered Accountants
sd/-G.C. SOMADAS
PartnerM.No.: 18636
Place : BangaloreDate : 13'''June 2006.
64Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
or tsiTCtiirs (inaiaj timrte aSENSING TECHNOLOGY
ADVANCED MICRONIC DEVICES LIMITEDPROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
INCOME
SalesOther Income
TOTAL
EXPENSES
Cost of Goods soldAdministrative & Selling ExpensesFinancial ChargesDepreciation
TOTAL
PROFIT BEFORE TAX
Less : Provision for TaxCurrent TaxDeferred TaxFringe Benefit tax
PROFIT AFTER TAXAdd : Prior year adjustmentsLess : Prior year adjustmentsProfit Brought Forward from Previous yearAmount available for appropriationProposed DividendProvision for tax on Dividend
Balance Carried forward to Balance Sheet
Number of Equity SharesBasic & Diluted Earning per Equity Share (Rs.)
Notes forming part of Accounts
SCH 31.03.2006Rs.
M 524,562,093N 35,719,507
560,281,600
O 376,816,295P 116,406,744Q 17,258,516D 5,146,859
515,628,414
44,653,186
6,100,000726,000
1,383,732
36,443,454——
10,127,58546,571,039
5,281,100937,462
40,352,477
5,281,1006.90
R
31.03.2005Rs.
544,528,3983,556,467
548,084,865
408,279,915109,157,958
14,685,9423,941,364
536,065,179
12,019,686
3,205,0001,060,000
7,754,686—
606,7209,198,181
16,346,1475,281,100
937,462
10,127,585
5,281,1001.47
For and on behalf of the Board of Directors
sd/-VINOD RAMNANI
Chairman & Managing Director
Place : BangaloreDate : 13'''June 2006.
sd/-Bhaskar Valiveti
Director
sd/-Usha Ramnani
Director
Read with our Report
For ANAND SHENOY & CO.,Chartered Accountants
sd/-G.C. SOMADAS
PartnerM.No.: 18636
65
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
a orrjrorrz tw ®
ADVANCED MICRONIC DEVICES LIMITEDBALANCE SHEET AS AT 31.03.2006
31.03.2006 31.03.2005(Rs.) (Rs.)
SCHEDULE "A"
SHARE CAPITAL.AUTHORISED CAPITAL7,500,000 Equity Shares of Rs 10/-each - 75,000,000 75,000,000
ISSUED, SUBSCRIBED AND PAID UP CAPITAL5,281,100 Equity Shares of Rs. 10/-each 52,811,000 52,811,000(of which 650,000 equity shares of Rs. 10/- each were =capitalised by way of bonus shares during the years1992-93 & 1994-95)
SCHEDULE "B"RESERVES & SURPLUS
General Reserve 5,500,000 5,500,000Profit & Loss Account Balance 40,352,477 10,127,585Share Premium 77,554,261 77,554,261
TOTAL 123,406,738 93,181,846
SCHEDULE "C"SECURED LOANS
CASH CREDIT(Secured by hypothecation of stocks 151,374,418 147,277,919& Book debts)
TERM LOAN(Secured Hypothecation of Building & FD's) 24,473,100 41,955,900
VEHICLE LOAN 2,200,241 1,644,693(secured against hypothecation of Vehicles)
TOTAL 178,047,759 190,878,512
UNSECURED LOANOpto Circuits India Ltd. — 1,013,815
TOTAL — 1,013,815
SCHEDULE "E"INVESTMENT (AT COST) NON TRADE(i) Fully Paid up Shares (quoted) 2,648,425 2,648,425(ii) Fully paid up shares (unquoted) 201,800 201,800Aggregate cost ofQuoted Investments Rs. 26,48,425Market Value Rs. 37,42,354 as on31.3-06 or as on the last quoted dateunquoted investments Rs. 201800/-market value Rs. 201800/- as determinedby the Directors (after accounting for theimpairment loss in the value of theunquoted shares.)
TOTAL 2,850,225 2,850,225
66Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
TFpt o - t/rr c uTTS (I n a l&rj L.L ml tedSENSING TECHNOLOGY
ADVANCED MICRONIC DEVICES LIMITEDBALANCE SHEET AS AT 31.03.2006
31.03.2006(Rs.)
31.03.2005(Rs.)
SCHEDULE "F"STOCK IN TRADE(At Lower of cost or net realisable valueas certified by a Director)
MaterialGoods in Transit
TOTAL
SCHEDULE "G"SUNDRY DEBTORS(Unsecured considered good, forwhich the company holds no securityother than debtors personal security)
Out standing for a period exceeding six monthsOthers
TOTAL
SCHEDULE "H"CASH & BANK BALANCES
Cash in HandBalance with Scheduled Banks in Current accountsBalance with Scheduled Banks in Deposit accounts
TOTAL
SCHEDULE "I"LOANS AND ADVANCESAdvance recoverable in cash or in kindor for value to be received(unsecured considered good)Staff AdvanceAdvance to SuppliersOther AdvancesDepositsAdvance Tax & Tax Deducted at Source
TOTAL
196,474,19957,963,629
254,437,828
71,309,947142,498,433
213,808,380
240,28315,216,81260,767,111
76,224,206
1,669,2354,077,88418,090,69661,034,6164,266,715
163,484,217
163,484,217
37,415,640158,078,917
195,494,557
185,53815,819,18259,290,373
75,295,093
981,3697,250,964
16,790,0386,291,8772,999,401
89,139,146 34,313,649
SCHEDULE "J"CURRENT LIABILITIESSundry CreditorsAdvance from OthersAdvance from CustomersOther Statutoty Dues PayableLiabilities for ExpensesUnpaid Dividend
TOTAL
204,743,835116,586,660
13,890,03110,473,5629,094,6911,011,122
149,851,64035,101,160
7,527,8186,679,9988,792,844
824,153
355,799,901 208,777,613
67
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
itai freport 2006
ADVANCED MICRONIC DEVICES LIMITEDBALANCE SHEET AS AT 31.03.2006
SCHEDULE "K"PROVISIONSProvision for TaxationProposed DividendProvision for Tax on DividendProvision for wealth tax
TOTAL
SCHEDULE "L"MISCELLANEOUS EXPENDITURE(to the extent not written off or adjusted)Product Development expenses
TOTAL
SCHEDULE "M"SALES & SERVICE
USA BranchDomesticCommission Received
TOTAL
SCHEDULE "N"OTHER INCOME
31.03.2006(Rs.)
24,423,535
24,423,535
23,247,752467,540,513
33,773,828
524,562,093
31.03.2005(Rs.)
11,860,0005,281,1002,551,564
24,000
19,716,664
5,760,0005,281,100
937,46224,000
12,002,562
11,999,406
11,999,406
41,794,440471,797,044
30,936,914
544,528,398
Interest received on Fixed DepositsDividend IncomeProfit on Sale of assetExcess provision withdrawn
TOTAL
SCHEDULE "O"COST OF GOODS SOLD
Materials ConsumedService ChargesPower & FuelSpares - materialsInsurance Charges
TOTAL
4,076,18151,838
31,591,488—
35,719,507
2,930,35650,398
—575,713
3,556,467
357,926,08812,256,865
185,3204,706,2051,741,817
386,427,71210,592,782
250,1029,032,2591,977,060
376,816,295 408,279,915
68
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OptoSENSING TECHNOLOGY
ADVANCED MICRONIC DEVICES LIMITEDBALANCE SHEET AS AT 31.03.2006
SCHEDULE "P"ADMINISTRATIVE & SELLING EXPENSES
AdvertisementAGM expensesBad debts written offBank ChargesCommission paidConveyance & Vehicle MaintenanceDiscount allowedDonation accountElectricity & Water ChargesFreight chargesLoss on Sale of AssetMembership & Subscription FeesOffice MaintenancePacking MaterialsPostage, Telegraph & TelephonesPreliminary Expenses written offPrinting and StationeryProfessional & Consultancy FeesRent, Rates and TaxesRepairs & MaintenanceSalary, Wages and Welfare expensesSales PromotionSecurity ChargesSeminar ExpensesSratutory Audit FeesTax Audit feesOther ServicesTender ExpensesTravelling Expenses
TOTAL
SCHEDULE "Q"FINANCIAL CHARGES
On Working CapitalOn Term LoanOn others
31.03.2006(Rs.)
582,09730,991
—"4,649,6556,830,7416,274,0603,300,247
40,057721,785
4,002,610—
~ 256,8852,966,559
110,6156,756,931
—2,853,1525,784,679
; 4,543,623; 1,086,487
47,319,3256,083,227
262,302997,124224,480
56,12010,400
308,87710,353,715
: 116,406,744
••
15,991,8411,150,779
115,896
31.03.2005(Rs.)
713,21855,205
1,544,5733,240,1053,436,4555,148,9712,529,866
186,232630,711
2,119,313196,081124,865
2,222,17584,442
6,442,87018,000
2,531,0775,843,4964,461,1002,223,078
48,121,9155,531,961
226,0101,379,067
165,30055,10050,000
329,0809,547,692
109,157,958
10,173,1274,315,624
197,191
TOTAL 17,258,516 14,685,942
69
Global Reports LLC
AD
VA
NC
ED
MIC
RO
NIC
DE
VIC
ES
LIM
ITE
D
SCH
ED
UL
E E
:F
ixed
Ass
ets
Sch
edu
le f
or t
he Y
ear
end
ing
3 1.
03.2
006
GR
OSS
BL
OC
K
PART
ICUL
ARS
LAND
BUIL
DING
FURN
ITUR
E &
FIXT
URES
MOT
OR V
EHIC
LE
PLAN
T &
MAC
HINE
RY
OFFI
CE E
QUIP
MEN
T
ELEC
TRIC
AL IN
STAL
LATI
ON
OVER
SEAS
AS
SETS
TOTA
L
PREV
IOUS
YEA
R
Total
as on
01.0
4.05
868,2
42
49,59
1,639
8,55
7,65
2
7,35
2,07
4
25,0
65,3
63
3,14
4,92
0
1,203
,608
1,633
,017
97,4
16,5
15
93,40
6,107
Addi
tions
-
734,6
97
1,88
9,54
3
3,89
9,27
2
200,
685 -
1,24
7,71
5
7,971
,912
9,166
,560
Delet
ions
10,97
0,184
1,053
,149
74,86
4 -
759,
496
816,6
24 -
13,67
4,317
5,156
,152
Total
as on
31.0
3.06
868,2
42
38,62
1,455
8,23
9,20
0
9,16
6,75
3
28,96
4,635
2,58
6,10
9
386,9
84
2,88
0,73
2
91,7
14,1
10
97,4
16,5
15
Upto
01.04
.05
6,15
0,91
8
1,771
,157
2,61
5,20
7
6,18
4,93
3
1,073
,718
521,
930
183,1
76
18,5
01,0
39
15,0
71,1
57
DE
PR
EC
IAT
ION
Fot t
he year
1,470
,649
534,9
98
726,0
92
1,250
,798
135,1
68
37,5
11
991,6
43
5,14
6,85
9
3,941
,364
Delet
ions
3,75
5,64
1
666,6
40
74,86
4 -
360,
760
387,9
00 -
5,24
5,80
5
511,4
82
Upto
31.0
3.06
3,86
5,92
6
1,639
,515
3,266
,435
7,43
5,73
1
848,
126
171,
541
1,174
,819
18,4
02,0
93
18,5
01,0
39
NE
T B
LO
CK
As on
31.0
3.06
868,
242
34,7
55,5
29
6,59
9,68
5
5,90
0,31
8
21,5
28,9
04
1,737
,983
215,
443
1,70
5,91
3
73,3
12,0
17
78,9
15,4
76
As o
n
31.03
.05
868,2
42
43,4
40,7
21
6,786
,495
4,736
,867
18,88
0,430
2,07
1,20
2
681,6
78
1,449
,841
78,91
5,476
78,33
4,950
> H H H c ft o ts c c
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLOGY
SubsidiariesFinancial Statement
MEDIAID INC., USA
71Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
AnnuaTWeport 2006
MEDIAID INC., USABALANCE SHEET AS AT 31.03.2006
SCH 31.03.2006Rs.
31.03.2005Rs.
I. SOURCES OF FUNDS
SHARE HOLDERS FUNDCapitalReserves & Surplus
LOAN FUNDSSecured LoansUnsecured Loans
TOTAL
AB
CD
101,488,225(2,081,775)
--
99,406,450
43,630,000(4,871,765)
-1,480,336
40,238,571
II. APPLICATION OF FUNDS
FIXED ASSETS:Gross BlockLess Accumilated Depreciation
Net Block
INVESTMENTS
CURRENT ASSETS, LOANS & ADVANCES:InventoriesSundry DebtorsCash & Bank BalancesLoans & Advances
Less : Current Liabilities & ProvisionsLiabilitiesProvisionsDeferred Tax LiabilityNet Current Assets
F
G
15,710,3136,510,135
9,200,178
j 6,553,246
314,057,02465,133,768
". 2,074,18872,495,935
14,885,4661,191,024
13,694,442
1,529,624
81,986,58221,127,621
3,859,6178,364,245
H
453,760,915
370,107,889
83,653,026
115,338,065
90,323,560
25,014,505
TOTAL 99,406,450 40,238,571
Place : CaliforniaDate : 13* June 2006.
For MEDIAID INC., USA
sd/-MAHESH PATEL
CFO
72Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
a) LimitedSENSING TECHNOLOGY
MEDIAID INC., USAPROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
INCOME
SalesOther Income
TOTAL
EXPENDITUREManufacturing ExpensesAdministrative & Selling ExpensesFinancial ExpensesDepreciation
TOTAL
Profit for the year before Tax
Profit After Tax
Profit brought forward from Previous Year
Profit available for appropriation
Profit carried to Balance Sheet
SCH 31.03.2006Rs.
I 227,388,976J 2,110
227,391,086
L [ 164,853,440M I 52,930,211N P' 693,596E ;- 5,286,899
223,764,146
3,626,940
3,626,940
(4,871,765)
(1,244,825)
(1,244,825)
31.03.2005Rs.
199,309,145-
199,309,145
155,125,33942,478,233
519,8801,007,796
199,131,248
177,897
177,897
(5,049,662)
(4,871,765)
(4,871,765)
For MEDIAID INC., USA
sd/-MAHESH PATEL
CFO
Place : CaliforniaDate: 13* June 2006.
73Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Rewort 2006
MEDIAID INC., USASCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE A:Share Capital Authorised :
50,00,000 Equity Share of $!/- Each
Issued Capital22,50,000 Equity Share of $!/- Each(PY 10,00,000 Equity shares of $ II- each)
Subscribed Capital22,50,000 Equity Share of $!/- Each(PY 10,00,000 Equity shares of $ I/- each)
Paid-up Capital22,50,000 Equity Share of $!/- Each(PY 10,00,000 Equity shares of $ I/- each)
SCHEDULE B:
Reserves & SurplusGeneral Reserve:As per last Balance SheetAdd: Transfer from Profit & Loss Account
Foreign currency translation reserve
TOTAL
SCHEDULE C:Secured Loans:
31.03.2006(Rs.)
224,050,000
101,488,225
101,488,225
101,488,225
101,488,225
(1,244,825)
(1,244,825)
(836,950)
(2,081,775)
31.03.2005(Rs.)
224,050,000
43,630,000
43,630,000
43,630,000
43,630,000
(4,871,765)
(4,871,765)
(4,871,765)
SCHEDULE D:Un Secured Loans:
Others
SCHEDULE F:Investments:Unquoted Investment at Cost:
Medi Aid Inc.,GMBHMedi Aid Inc.,Dubai
5,124,4271,428,819
6,553,246
1,480,336
1,480,336
1,529,624
1,529,624
SCHEDULE G:Current Assets, Loans & Advances:
A. Inventories(Valued at lower of cost or market value as certifiedby the Management)
314,057,024 81,986,582
74Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
i= p t a ) •:JLi:m 1 1 e dSENSING TECHNOLOGY
MEDIAID INC., USASCHEDULE TO BALANCE SHEET AS AT 31.03.2006
B. Sundry Debtors(unsecured considered good, for which the companyholds no security other than the debtor'spersonal security)- < 6 months
TOTAL
C. CASH & BANK BALANCES:Cash at BankCash on Hand
TOTAL
CURRENT ASSETS TOTAL (A+B + C)
Loans & Advances:(Unsecured considered good, receivablein cash or in kind or for value to be received)Others AdvancesStaff AdvanceDeposits - Security Deposits
TOTAL
SCHEDULE H:
Current Liabilities & Provisions:Current Liabilities :
Sundry Creditors for PurchasesSundry Creditors for ExpensesAdvance from OthersAdvance received from CustomersStatutory Dues Payable
TOTAL
SCHEDULE I:SALES
SALES
TOTAL
31.03.2006(Rs.)
65,133,768
65,133,768
2,021,98452,204
2,074,188
381,264,980
334,415,710631,931
7,704,01826,870,099
486,131
370,107,889
227,388,976
31.03.2005(Rs.)
21,127,621
21,127,621
3,859,617
3,859,617
106,973,820
71,909,95949,367536,609
72,495,935
8,066,74128,189
269,315
8,364,245
90,284,14025,58313,837
90,323,560
199,309,145
227,388,976 199,309,145
SCHEDULE J:OTHER INCOME:
Miscellaneous Income
TOTAL
2,110
2,110
75
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
MEDIAID INC., USASCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE K:
31.03.2006(Rs.)
31.03.2005(Rs.)
SCHEDULE L:A. MANUFACTURING EXPENSES:
Opening StockADD:Purchases
TOTAL ( A )
LESS: Closing Stock of Materials
TOTAL(B )
Total Material Cost(A-B)
B. FACTORY EXPENSES:Sales TaxProduction SuppliesTooling,setup,engr Cost
TOTAL (B)
Total Cost of Goods Sold (A + B)
SCHEDULE M:
A. ADMINISTRATIVE EXPENSES:Travelling & ConveyanceProfessional Consultancy ChargesPrinting & StationeryGeneral ExpensesPostage, Telephone & Fax ChargesOutside LabourRates & TaxesForeign Exchange Translation LossAdvertisement & Trade ShowsInsuranceRepairs & Maintenance -VehicleRentElectricity & Water ChargesOffice MaintenanceRepairs & Maintenance - OthersCommissionQuality Certification, Patent & FDA ExpensesMiscellaneous ExpensesMembership, Books & Periodicals
TOTAL (A)
81,986,582
396,436,249
478,422,831
314,057,024
314,057,024
164,365,807
164,853,440
78,909,386
154,619,651
233,529,037
81,986,582
81,986,582
151,542,455
38,914186,608262,111
487,633
41,972376,891
3,164,021
3,582,884
155,125,339
3,148,485949,738317,622
-; 1,097,875
1,013,19466,374
5,073,1442,338,6312,860,553429,465
3,265,592: 246,958
367,009246,610
2,490,4921,727,468
-184,364
25,823,574
1,949,213862,411285,527501,698933,108
1,686,245245,317
-2,978,8523,811,023119,055
1,977,639203,185440,560159,591
2,060,0131,132,67846,796156,130
19,549,041
76Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
opt c u 1 1 '$ f r "L r:m itemSENSING TECHNOLOGY
MEDIAID INC., USASCHEDULE TO BALANCE SHEET AS AT 31.03.2006
B. STAFF EXPENSES:Salaries & Allowances
TOTAL (B)
C: SELLING EXPENSES:Freight & Handling ChargesDuty
TOTAL ( C )
Total ( A + B + C )
SCHEDULE N:
FINANCIAL CHARGESInterest to OthersBank Charges
TOTAL
31.03.2006(Rs.)
21,817,910
21,817,910
4,934,935353,792
5,288,727
52,930,211
160,299533,297
693,596
31.03.2005(Rs.)
18,493,874
18,493,874
4,435,318
4,435,318
42,478,233
143,099376,781
519,880
77
Global Reports LLC
00
G B
ffi
rtW
H
H
G >
rH
>•"'
pG gF
SC
HE
DU
LE
E:
Fixe
d A
sset
s S
ched
ule
for
the
Yea
r en
ding
31.
03.2
006
Part
icul
ars
Com
pute
rs &
Sof
twar
e
Off
ice
Equ
ipm
ents
Furn
itur
e &
Fix
ture
s
Tot
al
GR
OSS
BL
OC
K
As
on01
-04-
05
14,5
85,1
22
121,
917
178,
427
14,8
85,4
66
Add
itio
ns
422,
261 -
422,
261
Adj
ust
men
ts
394,
464
3,29
7
4,82
5
402,
586
Tot
al a
s on
31-3
-06
15,4
01,8
47
125,
214
183,
252
15,7
10,3
13
DE
PRE
CIA
TIO
N
As
on
01-0
4-05
1,09
1,76
6
45,3
10
53,9
49
1,19
1,02
5
For
the
year
5,24
1,98
7
19,9
10
25,0
02
5,28
6,89
9
Adj
ust
men
ts
29,5
27
1,22
5
1,45
9
32,2
11
As
on31
-3-0
6
6,36
3,28
0
66,4
45
80,4
10
6,51
0,13
5
NE
T B
LO
CK
As
on31
-3-0
6
9,03
8,56
7
58,7
69
102,
842
9,20
0,17
8
As
on31
-3-0
5
13,4
93,3
57
76,6
07
124,
478
13,6
94,4
42
Q *
w
3ff
i W
W
^T
:
cn
l"f
^
<U
s 1
1
3^
K
J G C
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opt o Circuit s ( India f Limrt e<FSENSING TECHNOLOGY
SubsidiariesFinancial Statement
Altron Industries Pvt. Ltd.,
79Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Amttial Report 2006
ALTRON INDUSTRIES PRIVATE LIMITEDBALANCE SHEET AS AT 31.03.2006
SCH
I. SOURCES OF FUNDS
SHARE HOLDERS FUNDCapital AReserves & Surplus B
. LOAN FUNDSSecured Loans CUnsecured Loans • D
TOTAL
II. APPLICATION OF FUNDSFIXED ASSETS: E
Gross BlockLess Depreciation
Net Block
INVESTMENTS F
CURRENT ASSETS, LOANS & ADVANCES: GInventoriesSundry DebtorsCash & Bank BalancesLoans & Advances
Less : Current Liabilities & Provisions HLiabilitiesProvisions
Net Current Assets
TOTAL
31.03.2006 31.03.2005Rs. Rs.
702,000 702,0005,819,486 6,872,421
74,048 280,1032,572,773 2,592,773
9,168,307 10,447,297
10,826,726 10,826,7264,086,857 3,648,052
6,739,869 7,178,674
-
2,147,400 2,147,4001,334,293 2,234,845
812,595 1,325,2294,706,623 4,729,451
9,000,911 10,436,925
6,555,273 7,151,10217,200 17,200
2,428,438 3,268,623
9,168,307 10,447,297
For ALTRON INDUSTRIES PRIVATE LIMITED
sd/- sd/-MANJE GOWDA ALAMELU BHASKAR
Director Director
Read with our Report
for ANAND SHENOY & CO.,
Chartered Accountants.,
sd/-G.C. SOMADAS
PartnerM.No.: 18636
Place: BangaloreDate : 13'''June 2006.
80Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
p to u 1 a
SENSING TECHNOLOGY
ALTRON INDUSTRIES PRIVATE LIMITEDPROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
INCOMESalesOther IncomeIncrease/Decrease in W I P & FG
TOTAL
EXPENDITUREManufacturing ExpensesAdministrative & Selling ExpensesFinancial ExpensesDepreciation
TOTAL
Profit for the year before TaxProvision for Taxation
Profit After Tax
Prior Year Income/(Expenses)Profir After Prior Year Income/(Expenses)Profit brought forward from Previous YearProfit available for appropriation
Profir carried to Balance Sheet
SCH 31.03.2006Rs.
J 3,076,063K 1,228L
3,077,291
M 523,817N 3,149,769O 17,836E 438,805
4,130,227
(1,052,935)-
(1,052,935)
(1,052,935)6,338,4215,285,486
5,285,486
31.03.2005Rs.
7,875,775190,149
2,147,400
10,213,324
985,0018,405,765
65,578514,147
9,970,491
242,83317,200
225,633
8,690234,323
6,104,0986,338,421
6,338,421
For ALTRON INDUSTRIES PRIVATE LIMITED
sd/-MANJE GOWDA
Director
Place: BangaloreDate : 13"' June 2006.
sd/-ALAMELU BHASKAR
Director
Read with our Report
for ANAND SHENOY & CO.,
Chartered Accountants.,
sd/-G.C. SOMADAS
PartnerM.No.: 18636
81Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
2 o ire
ALTRON INDUSTRIES PRIVATE LIMITEDSCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE A:Share Capital Authorised :
100000 Equity Shares of Rs.100/- eachIssued Capital
7020 Equity Shares of Rs.100/- each fully paid upSubscribed Capital
7020 Equity Shares of Rs.100/- each fully paid upPaid-up Capital7020 Equity Shares of Rs. 1OO/- each fully paid up
SCHEDULE B:Reserves & Surplus
As per last Balance SheetProfit & Loss Account balance
TOTAL
Add: Subsidy received from Govt. Of Karnataka
TOTAL
SCHEDULE C:
Secured Loans:Term Loan From Banks & Financial Institutions
SCHEDULE D:Un Secured Loans:From DirectorsFrom Others
SCHEDULE F:Investments:
SCHEDULE G:Current Assets, Loans & Advances:
A. Inventories• (Valued at lower of cost or market value as certified
by the Management)
B. Sundry Debtors(unsecured considered good, for which the companyholds no security other than the debtor'spersonal security)
> Above 180 Days> Below 180 Days
TOTAL
31.03.2006(Rs.)
10,000,000
702,000
702,000
702,000
702,000
5,285,486
74,048
74,048
500,0002,072,773
2,572,773
2,147,400
1,334,293
31.03.2005(Rs.)
10,000,000
702,000
702,000
702,000
702,000
6,338,421
5,285,486
534,000
5,819,486
6,338,421
534,000
6,872,421
280,103
280,103
2,592,773
2,592,773
2,147,400
2,234,845
1,334,293 2,234,845
82Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Op to c 1 r c u 11 s (I n a I a) Limit e ofSENSING TECHNOLOGY
ALTRON INDUSTRIES PRIVATE LIMITEDSCHEDULE TO BALANCE SHEET AS AT 31.03.2006
C. CASH & BANK BALANCES:Deposit & Other AccountsCurrent AccountsCash on hand
TOTAL
CURRENT ASSETS TOTAL (A+B + C)
Loans & Advances:(Unsecured considered good, receivablein cash or in kind or for value to be received)Advances to suppliers & servicesOthers AdvancesTDSDepositsPrepaid Expenses
TOTAL
SCHEDULE H:
31.03.2006(Rs.)
33,594113,071665,930
812,595
4,294,288
155,5242,963,463237,09744,979
1,305,560
4,706,623
31.03.2005(Rs.)
33,594624,899666,736
1,325,229
5,707,474
137,7882,963,463200,390122,250
1,305,560
4,729,451
Current Liabilities & Provisions:Current Liabilities :
Sundry Creditors for PurchasesInter Corporate DepositsSundry Creditors for Expenses
TOTAL
Provisions :Provision for Taxation
TOTAL
SCHEDULE J:SALES
TOTAL
669,3334,593,4301,292,510
; 6,555,273
F 17,200
17,200
3,076,063
3,076,063
683,0134,593,4301,874,659
7,151,102
17,200
17,200
7,875,775
7,875,775
SCHEDULE K:
OTHER INCOME:Dividend ReceivedInterest ReceivedOthers
TOTAL
SCHEDULE L:
1,228
1,228
81023,859165,480
190,149
Increase/Decrease in WIP & Finished GoodsOpening Stock of WIP
TOTAL( A )
2,147,400
2,147,400
83Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Report 2006
ALTRON INDUSTRIES PRIVATE LIMITEDSCHEDULE TO BALANCE SHEET AS AT 31.03.2006
LESS:Closing Stock of WIP
TOTAL( B )
Increase/(Decrease) in WIP & Finished Goods(B-A)
31.03.2006(Rs.)
2,147,400
2,147,400
31.03.2005(Rs.)
2,147,400
2,147,400
2,147,400
SCHEDULE M:A. MANUFACTURING EXPENSES:
CONSUMPTION OF RAW MATERIALS & CONSUMABLESOpening StockADD:Purchases
TOTAL ( A )
LESS: Closing StockRaw Materials & Consumables
TOTAL(B )
Raw materials & Consumables Consumed(A-B)
B. FACTORY EXPENSES:Labour Charges & Job WorkPower & FuelEntry TaxInsuranceRepairs & Maintenance - Plant & MachineryRepairs & Maintenance - Electricals & OthersRepairs & Maintenance - BuildingR&D,Product Development ExpensesCustoms Duty & Supervision Charges
TOTAL (B)
Total (A+B)
SCHEDULE N:A. ADMINISTRATIVE EXPENSES:
Directors RemunerationTravelling & ConveyanceProfessional & Consultancy ChargesPrinting & StationeryGeneral ExpensesPostage, Telephone & Fax ChargesPenalties and InterestSecurity, Watch and WardRates & TaxesAuditor's RemunerationRentDonationRepairs & Maintenance - OthersMiscellaneous ExpensesMembership, Books & Periodicals
TOTAL (A)
26,873
26,873
51,42754,75546,938
8,63171,069
249,31928,86016,06925,00068,08027,00058,31710,176
121,950
121,950
26,873
200,909101,421
-5,540
25,84112,30847,689
-103,236
496,944
523,817
121,950
324,01124,89416,4073,196
76,51191,642326,390
-
863,051
985,001
595,000166,346198,692194,422
19,237131,09822,999
118,80927,16878,669
345,800
120,04087,28715,062
715,641 2,120,629
84Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
dilllt§!^l"ff"flia) LimiteSENSING TECHNOLOGY
ALTRON INDUSTRIES PRIVATE LIMITEDSCHEDULE TO BALANCE SHEET AS AT 31.03.2006
B. STAFF EXPENSES:Salaries &. AllowancesStaff Welfare and Amenities
TOTAL (B)
C. SELLING EXPENSES:Packing MaterialsBusiness Promotion ExpensesTransportation
TOTAL( C )
Total ( A + B + C )
SCHEDULE O:
FINANCIAL CHARGESInterest on Term LoanBank Charges
TOTAL
31.03.2006(Rs.)
2,228,181163,109
2,391,290
20,743
22,095
42,838
3,149,769
12,3455,491
17,836
31.03.2005(Rs.)
5,956,347291,809
6,248,156
3,78633,194
36,980
8,405,765
62,2753,303
65,578
85
Global Reports LLC
00 O)
AL
TR
ON
IN
DU
ST
RIE
S (
PRIV
AT
E)
LIM
ITE
DS
CH
ED
UL
E E
:F
ixed
Ass
ets
Sch
edul
e fo
r th
e Y
ear
endi
ng 3
1.03
.200
6
PAR
TIC
UL
AR
S
Lan
dB
uild
ing
- Fac
tory
Plan
t &
Mac
hine
ryTo
ols
& A
cces
sorie
sO
ffic
e Equ
ipm
ents
Ele
ctri
cal
Inst
alla
tion
sD
iese
l G
ener
ator
Set
Furn
itur
e &
Fix
ture
sV
ehic
les
TV
S m
oped
Com
pute
rs
Tot
al
Pre
viou
s Y
ear
(04-
05)
10.0
0%13
.91%
13.9
1%13
.91%
13.9
1%13
.91%
18.1
0%25
.89%
25.8
9%40
.00%
-•
GR
OSS
BL
OC
K
AS
ON
01.0
4.05
3,96
1,44
02,
114,
813
1,82
0,03
341
6,52
828
2,12
148
0,53
478
,605
889,
315
456,
909
25,4
2830
1,00
0
10,8
26,7
26
7,00
2,14
7
AD
DI-
TIO
NS
_ - - - - - - - -
4,00
2,92
0
DEL
E-T
ION
S _ - - - - - - - - -
178,
341
DE
PRE
CIA
TIO
N
TOTA
L31
.03.
06
3,96
1,44
02,
114,
813
1,82
0,03
341
6,52
828
2,12
148
0,53
478
,605
889,
315
456,
909
25,4
2830
1,00
0
10,8
26,7
26
10,8
26,7
26
AS
ON
01.0
4.05
1,16
8,30
484
2,78
715
6,94
717
3,62
613
5,96
820
,347
405,
647
456,
909
10,3
9327
7,12
4
3,64
8,05
2
3,13
3,90
5
For
the
year
94,6
5113
5,93
536
,108
15,0
9247
,929
8,10
387
,544
3,89
39,
550
438,
805
514,
147
As
on31
.03.
06
3,96
1,44
01,
262,
955
978,
722
193,
055
188,
718
183,
897
28,4
5049
3,19
145
6,90
914
,286
286,
674
4,08
6,85
7
3,64
8,05
2
NE
T B
LO
CK
As
on31
.03.
06
3,96
1,44
085
1,85
884
1,31
122
3,47
393
,403
296,
637
50,1
5539
6,12
4
11,1
4214
,326
6,73
9,86
9
7,17
8,67
4
As
on31
.03.
05
946,
509
977,
246
259,
581
108,
495
344,
566
58,2
5848
3,66
8
15,0
3523
,876
7,17
8,67
4
3,86
8,24
2
H HS Mi C &i h— M ft *c c f tv c c 9
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
SENSING TECHNOLOGY
Opto Circuits (India) Limited
ConsolidatedFinancial Statement
87Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS OFOPTO CIRCUITS (INDIA) LIMITED
We have audited the attached consolidated balance sheet of OPTO CIRCUITS (INDIA) LIMITED and its subsidiaries(the Group)as at 31st March, 2006, and also the consolidated profit and loss account and the consolidated cash flowstatement for the year ended on that date,annexed thereto. These consolidated financial statements are the responsibilityof OPTO CIRCUITS (INDIA) LIMITED management and have been prepared by the management on the basis ofseparate financial statements and other financial information regarding components. Our responsibility is to express anopinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An au lit includes examining on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An ai dit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.
We did not audit the financial statements of Mediaid Inc., the subsidiary, whose financial statements reflect the totalassets of Rs. 9.94 crores as against the Consolidated total assets of Rs. 161.64 crores as at 31st March, 2006 and the totalrevenues of Rs. 22.74 crores as against the Consolidated total revenue of Rs. 145.45 crores for the year ended on rhat date,in the consolidated financial statements.
We report that the consolidated financial statements have been prepared by OPTO CIRCUITS (INDIA) LIMITED'smanagement in accordance with the requirements of Accounting Standard 21, Consolidated Financial Statements, issuedby the Institute of Chartered Accountants of India, subject to the note on Eurocor GmbH, accounts as on 31.12.05 notconsidered for Consolidated Financial Statements.
Based on our audit, in our opinion and to the best of our information and according to the explanations given to us, theattached consolidated financial statements give a true and fair view in conformity with the accounting principlesgenerally accepted in India:
(a) in the case of the consolidated balance sheet, of the state of affairs of OPTO CIRCUITS (INDIA) LIMITED Group asat 31st March, 2006;
b) in the case of the consolidated profit and loss account, of the profit for the year ended on rhar date, and
(c) in the case of the consolidated cash flow statement, of the cash flows for the year ended on that date.
For Anand Shenoy & CompanyChartered Accountants
G C SomadasPartner
M. No. 18636Place: BangaloreDate : 21" August 2006
88Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
A n n u a 1 R e p o r t 2006
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED BALANCE SHEET AS ON 31-03-2006
I. SOURCES OF FUNDSSHARE HOLDERS FUNDCapitalReserves & Surplus
LOAN FUNDSSecured LoansUnsecured Loans
TOTAL
II. APPLICATION OF FUNDSFIXED ASSETS:Gross BlockLess Depreciation
Net BlockCapital work - in - progress
INVESTMENTS
CURRENT ASSETS, LOANS & ADVANCES:
InventoriesSundry DebtorsCash & Bank BalancesLoans & Advances
Less : Current Liabilities & ProvisionsLiabilitiesProvisionsDeferred Tax LiabilityNet Current AssetsMiscellaneous Expenditure(to the extent not written off or ajdusted)
TOTAL
Notes forming part of accountsSignificant Accounting Policies
SCH 31.03.2006Rs.
A 268,082,900B 573,270,560
C 757,849,228D 17,273,412
1,616,476,100
E378,599,848
88,503,356
290,096,49219,000
F 246,870,901
G
795,155,112741,695,438101,546,970150,047,643
1,788,445,163H
551,872,547166,513,354
4,413,2751,065,645,987
I 13,843,720
1,616,476,100
RS
31.03.2005Rs.
178,721,930428,641,413
337,392,85515,032,384
959,788,582
348,522,31270,303,658
278,218,6547,914,126
4,397,949
449,679,920441,812,559102,175,95972,996,731
1,066,665,169
308,489,95185,230,090
3,687,275669,257,853
-
959,788,582
For OPTO CIRCUITS (INDIA) LIMITED
sd/-VINOD RAMNANI
Chairman & Managing Director
Place:BangaloreDate: 13'''June 2006.
sd/-USHA RAMNANIExecutive Director
sd/-ROSE CHINTAMANI
Company Secretary
As per our report of even dateFor AN AND SHENOY & CO.,
Chartered Accountants
sd/-G.C. SOMADAS
PartnerM.No.: 18636
89Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits (India) LimitedSENSING TECHNOLOGY
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED PROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
INCOME
SalesOther Income
Increase/Decrease in W I P & FG
TOTAL
EXPENDITURE
Manufacturing ExpensesAdministrative & Selling Expenses
Financial ExpensesDepreciation
TOTAL
Profit for the year before TaxProvision for Taxation
Provision for FBTProvision for Deferred Tax
Profit After Tax
Add/(Less):Prior Year AdjustmentProfit After Prior Year Adjustments & Minority Interest
Profit brought forward from Previous Year
Profit available for appropriationTransfers to General Reserve
Proposed Dividend
Tax on Distributed Profits
Profit carried to Balance Sheet
SCH 31.03.2006Rs.
J 1,397,799,393K 44,404,024L 12,290,542
1,454,493,959
M 733,005,611
N 250,340,637
O 52,253,545
E 23,222,993
1,058,822,786
395,671,1737,000,0001,801,276
726,000
386,143,897
340,749386,484,646
271,361,940
657,846,58636,000,000
125,361,09518,220,912
478,264,579
31.03.2005Rs.
1,228,352,0576,784,820
(10,902,555)
1,224,234,322
743,410,103219,728,957
36,921,60917,832,395
1,017,893,064
206,341,258
5,705,000-
1,060,000
199,576,258
(1,812,200)197,764,058170,043,972
367,808,03019,500,000
67,833,7769,112,314
271,361,940
For OPTO CIRCUITS (INDIA) LIMITED
sd/-VINOD RAMNANI
Chairman & Managing Director
Place:BangaloreDate : 13"'June 2006.
sd/-USHA RAMNANIExecutive Director
sd/-ROSE CHINTAMANI
Company Secretary
As per our report of even dateFor ANAND SHENOY & CO.,
Chartered Accountants
sd/-G.C. SOMADAS
PartnerM.No.: 18636
90Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
AnnuaTReport 2QW5
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE A:Share Capital Authorised :50,000,000 Equity Share of Rs.10/- Each(PY 20,000,000 Equity Shares of Rs. 10/- each)Issued Capital27,070,190 Equity Shares of Rs.10/- each(PY 18,134,093 Equity Shares of Rs. 10/- each)(Out of the above- 1,239,831 Equity Shares ofRs. 10/- each fully paid-up allotted otherwisethan for cash 21,255,390 (RY12,319,293) Equity Shares of Rs.10/-Each fully paid up as Bonus sharesSubscribed Capital26,808,290 Equity Shares of Rs.10/- each(P.Y 17,872,193 Equity Shares of Rs. 10/- each)(Out of the above- 1,239,831 Equity Shares of Rs. 10/- each fully paid-upallotted otherwise than for cash 21,255,390 (RY12,319,293)Equity Shares of Rs.10/- Each fully paid up as Bonus sharesPaid-up Capital26,808,290 Equity Shares of Rs.10/- Each fully paid up(RY 17,872,193 Equity Shares of Rs. 10/- each)(Out of the above- 1,239,831 Equity Shares of Rs. 10/- each fully paid-upallotted otherwise than for cash21,255,390 (PY12,319,293) Equity Shares of Rs.10/- Each fully paid upas Bonus shares
SCHEDULE B:Reserves & SurplusAs per last Balance SheetAdditions during the yearShare Premium accountCapital Reserve as per- SCHEDULE PProfit & Loss Account balance as per - SCHEDULE QAdd: Capital Profit of Subsidary Company acquired during the yearAdd: Minority Interest
TOTAL
Less: Transfers during the year - Bonus Shares
Add: Subsidy received from Govt. Of Karnataka
TOTAL
* Altron Industries Private Limited
31.03.2006(Rs.)
500,000,000
270,701,900
268,082,900
268,082,900
268,082,900
52,481,49236,000,00033,867,23037,415,061
433,871,4416,338,421
61,157,885
661,131,530
89.360.970
571,770,560
1,500,000
573,270,560
31.03.2005(Rs.)
200,000,000
181,340,930
178,721,930
178,721,930
178,721,930
32,981,49219,500,00075,110,75020,700,614
266,106,120
53,985,957
468,384,933
41,243.520
427,141,413
1,500,000
428,641,413
SCHEDULE C:Secured Loans:Term Loan From Banks & Financial Institutions*Working Capiral Advances from Banks **Other Term Loans***
* Secured by hypothecation of Fixed Assets** Secured by hypothecation of Stocks & Book Debts*** Secured by hypothecation of Equipments & Vehicles
295,836,576453,268,246
8,744,406
757,849,228
68,635,900255,924,524
12,832,431
337,392,855
91Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Op to Circuits (India) LimitedSENSING TECHNOLOGY
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
SCHEDULE D:Un Secured Loans:From DirectorsFrom Others
SCHEDULE F:Investments:Quoted Shares at Cost :Advanced Micronic Devices Limited-3153165 E.Shares of Rs.10/- Fully Paidup(Aggregate cost of Quoted investment Rs.52461254.Market Value Rs.132905905/- as on 31.3.2006 or ason last quoted date)Unquoted Investment at Cost:Medi Aid Inc.,Eurocor GMBHOthers
SCHEDULE G:Current Assets, Loans & Advances:
A. INVENTORIES(Valued at lower of cost or market value as certifiedby the Management)
B. SUNDRY DEBTORS(unsecured considered good, for which the companyholds no security other than the debtor'spersonal security)
> Above 180 Days> Below 180 Days
TOTAL
C. CASH & BANK BALANCES:Deposit & Other AccountsCurrent AccountsCash on hand
TOTAL
D. LOANS & ADVANCES:(Unsecured considered good, receivablein cash or in kind or for value to be received)
Advances to Suppliers & ServicesOthers AdvancesAdvances to Suppliers of Capital GoodsAdvances-Inter Corporate DepositsAdvance Income Tax 2004-05Advance Income Tax 2005-06Staff AdvanceDepositsPrepaid Expenses
TOTAL
31.03.2006(Rs.)
13,160,6384,112,774
17,273,412
2,648,425
6,755,046237,467,430
246,870,901
795,155,112
109,982,978631,712,460
741,695,438
77,648,68022,890,124
1,008,166
101,546,970
53,082,42976,756,445
1,827,5002,367,4254,766,7151,841,6027,029,7862,375,741
31.03.2005(Rs.)
14,018,5691,013,815
15,032,384
2,648,425
1,529,624
219.9004,397,949
449,679,920
37,415,640404,396,919
441,812,559
76,540,31625,442,000
193,643
102,175,959
16,933,69440,533,303
3,516,977
1,625,4231,373,9781,178,0587,059,419
775,879
150,047,643 72,996,731
92Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
A initial Report 2006
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
SCHEDULE H:Current Liabilities & Provisions:Current Liabilities :
• Sundry Creditors for PurchasesSundry Creditors for ExpensesSundry Creditors for Capital GoodsOther AdvancesInter Corporate DepositsAdvance received from CustomersStatutory Dues PayableUnclaimed Dividend - 2000-2001Unclaimed Dividend - 2001-2002Unclaimed Dividend - 2002-2003Unclaimed Dividend - 2003-2004Unclaimed Dividend - 2004-2005
TOTAL
Provisions :Provision for DividendProvision for Dividend TaxProvision for InterestProvision for FBTProvision for Taxation 04-05Provision for Taxation 05-06Provision for Wealth Tax
TOTAL
SCHEDULE I:Preliminary Expenses(to the extent not written off or adjusted)
SCHEDULE;:SALESSALES - ExportsSALES - D T ASALES - Commission
TOTAL
SCHEDULE K:OTHER INCOME:
Dividend ReceivedInterest receivedDifference in Exchange RateProfit on Sale of AssetMiscellaneous Income
TOTAL
SCHEDULE L:Increase/Decrease in WIP & Finished GoodsOpening Stock of WIPOpening Stock of Finished Goods
TOTAL( A )
31.03.2006(Rs.)
934,087,834431,013,931
32,697,628
1,397,799,393
15,246,726
31.03.2005(Rs.)
328,835,87326,849,7185,608,706
124,290,6781,732,500
50,670,21111,973,725
70,111104,297200,258197,041
1,339,429
551,872,547
125,361,09524,009,8671,423,648417,544
2,500,00012,777,200
24,000
166,513,354
250,226,26119,951,8783,700,5597,514,997
-17,418,3418,241,942
70,411104,297201,816
1,059,449-
308,489,951
67,833,7769,112,314_
_
2,555,0005,705,000
24,000
85,230,090
13,843,72013,843,720
834,352,921363,062,22230,936,914
1,228,352,057
53,0674,502,0688,255,293
31,591,4862,110
44,404,024
3,203,5632,994,419
--
586,838
6,784,820
12,951,38111,050,500
15,246,726 24,001,881
93
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
ircuits (India) LimitedSENSING TECHNOLOGY
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
LESS:Closing Stock of WIPClosing Stock of Finished Goods
TOTAL( B )
Increase/(Decrease) in WIP & Finished Goods(B-A)
SCHEDULE M:A. MANUFACTURING EXPENSES:CONSUMPTION OF RAW MATERIALS & CONSUMABLES
Opening StockADD:Purchase of Raw Materials & Consumables
TOTAL( A )
LESS: Closing StockRaw Materials & Consumables TOTAL ( B )Raw materials & Consumables Consumed(A-B)
B. FACTORY EXPENSES:Labour Charges & Job WorkPower & FuelTooling ChargesInsuranceRepairs & Maintenance - Plant & MachineryRepairs & Maintenance - Electricals & OthersRepairs & Maintenance - BuildingR&D,Product Development ExpensesDifference in ExchangeFreight, Handling, Octroi and OthersWarranty PurchasesSales TaxService ChargesSpares - materialsProduction SuppliesCustoms Duty & Supervision Charges
TOTAL (B)
TOTAL (A + B)
SCHEDULE N:A. ADMINISTRATIVE EXPENSES:
Advertisement & Trade ShowsAGM ExpensesAuditor's RemunarationBad Debts Written offCommissionDirectors RemunerationDiscount AllowedDonationElectricity & Water ChargesForeign Exchange Translation LossGeneral ExpensesInsuranceLoss on sale of Asset
31.03.2006(Rs.)
27,537,268
27,537,268
12,290,542
31-03.2005(Rs.)
13,099,326
13,099,326
(10,902,555)
?436,5SO,578
1,008,490,803
,1,445,071,381
767,617,844677,453,537
10,754,3297,776,405309,787
5,071,2331,072,229917,426 :905,126
1,623,2591,289,0866,977,6581,541,815
38,91412,256,8654,706,205186,608125,129
55,552,074
733,005,611
4,826,79430,99141,500
-521,233
...... 10,125,0003,300,247
67,057968,743
; 5,073,144• 2,394,3142,860,553
;. 2,944,108
280,870,209
850,769,274
1,131,639,483
436,580,594695,058,889
8,297,2096,411,7754,894,4355,265,067908,535866,87272,553933,066
---
41,97210,592,7829,032,259376,891657,798
48,351,214
743,410,103
4,082,53355,205691,004
1,544,5735,496,4689,000,0002,529,866186,232833,896
-2,282,0293,811,023639,757
94
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
Membership, Books & PeriodicalsMiscellaneous ExpensesOffice MaintenanceOutside LabourPenalties and InterestPostage, Telephone & Fax ChargesPremlinary expenses Written offPrinting & StationeryProfessional Consultancy ChargesQuality Certification, Patent & FDA ExpensesRates & TaxesRentRepairs & Maintenance - OthersRepairs & Maintenance - VehicleSecurity ChargesSeminar ExpensesShare Transfer ChargesTenderTravelling & Conveyance
TOTAL (A)
B. STAFF EXPENSES:Salaries & AllowancesStaff Welfare and Aminities
TOTAL (B)
C. SELLING EXPENSES:Fteight & Handling ChargesDutyDifference in ExchangePacking MaterialsClearing ChargesBusiness Promotion ExpensesTransportation
TOTAL ( C )
TOTAL (A+B + C )
31.03.2006(Rs.)
566,704-
3,343,7441,013,194
249,31910,114,550
-6,853,7318,944,7761,727,4682,155,1928,252,7071,507,328
429,465291,162997,124124,295308,877
23,440,880
113,074,200
93,797,51812,918,819
106,716,337
17,893,758353,792
-1,615,7681,837,2998,333,279
516,204
30,550,100
250,340,637
31.03.2005(Rs.)
292,69046,796
2,662,7351,686,243
-8,546,456
18,0005,498,0229,625,2541,132,678
642,8436,766,2702,507,1175,268,026
226,0101,379,067
484,477329,080
19,895,108
98,159,458
83,525,4065,987,795
89,513,201
11,939,0066,554,6314,304,8461,760,9791,370,4905,997,629
128,717
32,056,298
219,728,957
SCHEDULE O:FINANCIAL CHARGES
Interest - Working CapitalInterest on Term LoanInterest to OthersBank Charges
TOTAL
32,390,3866,348,1861,021,937
12,493,036
20,639,2817,093,6101,332,4797,856,239
52,253,545 36,921,609
95Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
DptoCTFcults (India) LimitedSENSING TECHNOLOGY
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
31.03.2006(Rs.)
31.03.2005(Rs.)
SCHEDULE P:CAPITAL RESERVE:
ADVANCED MICRONIC DEVICES LIMITED - (A)Share CapitalGeneral ReserveProfit and loss account balanceShare Premium
TOTAL
Less: Miscellaneous Expenses ro the extent not written off
NETWORTHLess: Minority InterestNet of Minority Interest- (a)Less: Investment by Parent Company - (b)Capital Reserve carried ro Consolidared Reserves & Surplus- (a) - (b)
52,811,0005,500,000
40,352,47777,554,261
176,217,738
(24,423,534)
151,794,204(61,157,885)
90,636,31952,461,25438,175,065
52,811,0005,500,000
10,127,58577,554,261
145,992,846
(11,999,406)
133,993,440(53,985,957)
80,007,48352,461,25427,546,229
MEDIAID INC., USA - (B)Share CapitalProfit and loss account balanceForeign currency translation reserve
TOTAL
NETWORTHLess: Investment by Parent CompanyCapital Reserve carried to Consolidated Reserves & Surplus
101,488,225(1,244,826)(836,950)
99,406,449
99,406,449101,488,225(2,081,776)
43,630,000(4,871,765)
38,758,235
38,758,23545,603,850(6,845,615)
ALTRON INDUSTRIES PRIVATE LIMITED - ©Share Capital 702,000Profit and loss account balance 5,285,486Subsidy 534,000Total 6,521,486NETWORTH 6,521,486Less: Investment by Parent Company . 5,199,714Capital Reserve carried to Consolidated Reserves & Surplus ; 1,321,772
Total Capital Reserve carried to Consolidated Reserves & Surplus - (A + B + C) 37,415,061
SCHEDULE Q:PROFIT AND LOSS ACCOUNT BALANCE
Profit and loss account balance as per Consolidated Profit & Loss Account 478,264,579Less: Profit and loss account balance of Advanced Micronic Devices Limited 40,352,477Less: Profit and loss account balance of Mediaid Inc., USA (1,244,825)Less: Profit and loss account balance of Altron Industries Private Limited 5,285,486Profit and loss account balance carried to Consolidated Reserves and Surplus 433,871,441
20,700,614
271,361,94010,127,585(4,871,765)
266,106,120
96Global Reports LLC
w
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto C i r c u i t s ( I n d i a ) L i m i t e dSENSING TECHNOLOGY
U<J
ron
.04.
at . 04.
CU
1 — 0 0 0 0 0 - — < G\
1 ^ t ' M ' --i rTi •— '^ ^ * O m o o
0 - ^ ^ C N O S C X f r -
(vf co" xf" r-f -"" rN cT
r n r j r s J O Q O
(N SO ON'•
so " r ^ON r-i so'
r- r- co
SO -H GO >-< — '\o" rsT — '
-o
97Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
NOTES TO THE CONSOLIDATED BALANCE SHEET:
The consolidated financial statements have been prepared in accordance with the general principals of Accounting standards 21"Consolidated Financial Statements" issued by the ICAI.
The Subsidiaries (which along with Opto Circuits (India) Limited, the Holding Company ) considered in the preparation of theseconsolidated financial statements are:
12
3
Name of the Company
Advanced Micronic Devices Limited
Mediaid Inc., USA
Akron Industries Pvt Limited
Country ofIncorporation
India
USA
India
Percentage ofownership interest
as at 31.03.2006
59.71%
100%
100%
Percentage ofownership interest
as at 31.03.2005
W\',
100',?
NIL
Further the subsidiaries not considered in preparation of these financial statements are:
Name of the Company
1 EurocorGmbH.,
Country ofIncorporation
Germany
Percentage ofownership interest
as at 3 1.03. 2006
100%
Percentage ofownership interest
as at 3 1.03. 2005
NIL
The financial statements of Eurocor are prepared as of December each year. Eurocor GmbH., was acquired by Opto Circuits (India) Ltd., duringJanuary 2006, consequently the Financial Statement of Eurocor for the period ended December 2005 have not been considered for consolidation.
4 The financial statements of all subsidiaries, considered in the consolidated accounts, are drawn up to 31st March.
5 The total amount of accumulated depreciation as per consolidated accounts is Rs.88,503,356/- out of which an amount of Rs.10,596,992/- pertaining to Depreciation calculated by Written Down Value method, (which constitutes 11.97% of the total accumulateddepreciation).
6. Stock Reserve on inventories held by the subsidiaries have not been considered while preparing Consolidated Financial Statements.
7. Deferred Tax Asset/Liability has not been recognized in the holding companies accounts as there is a Deferred Tax Asset on the openingtiming difference for the year ending 31" March 2002 of the depreciation charged on the Fixed Assets and there is no virtual certaintysupported by convincing evidence that sufficient future taxable income will be available against which such Deierred Tax Asset can berealized.Deferred Tax liability in case of Advanced Micronic Devices Limited, the subsidiary, as at 31 March 2006 represents the tax effect of temporarydifference substantially on account of WDV of fixed assets on account of differing depreciation methods/rates and other timing differencesarising during the accounting year. Accumulated net deferred tax liability arising out of timing differences of the earlier years has not beenrecognized.
Deferred tax liability as at 31 March 2006 Comprises ofTiming difference on account of depreciation :Deferred Tax liabilityOther timing differences-Deferred Tax AssetNet Deferred Tax Liability
31.03.2006(Rs.)
7,26,000
NIL(7,26,000)
31.03.2005(Rs.)
1 0,60,000
NIL(10,60,000)
SIGNIFICANT ACCOUNTING POLICIES
Convention:To prepare financial statements in accordance with the applicable accounting standards in India. A summary of important accounting policies,adopted and applied by the Holding Company which have been applied consistently, is set out below.
Basis of AccountingTo prepare financial statements in accordance with the historical cost convention modified by revaluation of certain fixed assets as and whenundertaken as detailed below.
98Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits ( India) LimitedSENSING TECHNOLOGY
NOTES TO THE CONSOLIDATED BALANCE SHEET:
1) Fixed assetsFixed assets are stated at cost, less accumulated depreciation. Cost price includes purchase price, duties, levies and any other cost relating to theacquisition and installation of the assets. Interest and financing charges on borrowed funds, if any, used to finance the acquisition of fixed assets,until the date the assets are ready for use are capitalized and included in the cost of the asset.
2) DepreciationDepreciation is provided on the straight line method at the rates specified under schedule XIV of the Companies Act, 1956 and on proratabasis on the additions made during the year. However, in case of Mcdiaid Inc., USA and Altron Industries Private Limited, the subsidiaries,depreciation is provided on written down value basis.
3) Revenue RecognitionRevenue from sale of products are recognized on dispatch of goods to customers and are net of sales tax, discounts, rebates for priceadjustments, rejections and shortage in transit.
4) InventoriesValuation of inventories is at the lower of cost or marker value as certified by the management.
5) Deferred TaxDeferred Tax Assets & Liabilities are recognized for the estimated future tax consequences of temporary differences between the carrying valueof the assets & liabilities and their respective tax bases. Deferred Tax Asset in the nature of unabsorbed depreciation and loses are recognizedonly if there is virtual certainty of realization. Other deferred tax assets are recognized if there is reasonable certainty of realization. The effecton Deferred Tax Asset & Liabilities of a change in rates is recognized in the income starement in the period of enactment of the change.
6) Foreign currency translationsForeign currency transaction recorded at the rates of exchange prevailing on the date of transaction. Foreign currency of assets & liabilities andrealized gains and losses on foreign exchange transactions, other than those relating to fixed assets are recognized in the profit and loss account.Exchange difference arising on liabiliries incurred for the purpose of acquiring fixed assets are adjusted in the carrying value of the respectivefixed assets.
While translating the financial statements of non integral foreign subsidiaries the exchange difference arising on translarion of assets /liabilities is disclosed as foreign currency rranslation reserve.
7) ProvisionsProvision for income tax is provided by the company, after considering the exemption U/s 10B of the Income Tax Act, available to the HoldingCompany.
8) InvestmentsInvestments other than investments in associates are valued at cost.
As per our report of even dateFor & on behalf of the Board of Directors For ANAND SHENOY & CO.,
Chartered Accountants
sd/- . sd/- sd/- sd/-VINOD RAMNANI USHA RAMNANI ROSE CHJNTAMANI G.C.SOMADAS
Chairman & Executive Director Company Secretary PartnerManaging Director M.No. : 18636
Place:BangalorcDate : 13* June 2006.
99Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.CONSOLIDATED CASH FLOW STATEMENT AS ON 31.03.2006
31.03.2006Rs.
31.03.2005Rs.
Cash flow from operating activitiesNet profit before tax & extraordinary itemsAdjustments for non operating items
(Amortisation and other non cash items)Depreciation & other non cash itemsDividend received for the yearInterest paid on borrowingsInterest received on Fixed DepositProfit on Sale of Fixed Assets
Adjustments for working capital(Increase)/Decrease in inventories(Increase)/Decrease in loans & advances(Increase)/Decrease in sundry debtorsIncrease/(Decrease) in current liabilities
Cash operating profit/(loss) before income taxIncome tax
Cash flow from operating activities before
extraordinary itemsExtraordinary items Previous year transaction
Net cash flow from operationsII. Cash Flow From Investing Activities
Dividend IncomeInterest received on Fixed DepositSale of Fixed AssetsProceeds from sale of investments(net)Total inflow of cash from investing activitiesPurchase of Fixed Assets
Product development expenses
Net cash flow from investing activities
III.Cash Flow From Financing ActivitiesProceeds from long term borrowingsNet proceeds from short term borrowings
Inflow of cashInterest paid on borrowingsDividend paidCorporate dividend tax
Net cash flow from financing activities
Total increase in cash & cash equivalents during the year
Cash & cash equivalents at the beginning of the year
Cash & cash equivalents at the end of the year
395,671,173
23,222,994(53,067)
52,253,546(4,502,068)
(31,591,4
435,001,090
(345,475,192)(77,050,912)
(299,882,880)325,391,86037,983,966(4,472,724)
33,511,242
(247,375,755)
422,697,400
422,697,400(52,253,545)
(125,361,095)(18,220,913)226,861,847
(628,990)
102,175,959
206,341,258
17,832,395(50,398)
36,921,609(2,994,419)
258,050,445
(181,959,323)(24,288,952)(42,802,858)145,716,108154,715,420(6,765,000)
147,950,420
(13,626,324)19,884,918
53,067(3,098,192)46,811,692
(242,472,952)(198,706,385)(34,825,650)(13,843,720)
(20,817,120)127,133,300
50,3982,994,4192,307,38444,045,32649,397,527
(44,331,268)
5,066,259
6,699,0546,699,054
(36,921,609)(67,833,776)
(9,112,314)
(107,168,645)
25,030,914
77,145,045
101,546,970 102,175,959
t100!Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits ( India) LimitedSENSING TECHNOLOGY
noticeRegd Office: No 83, Electronics City, Hosur Road, Bangalore-560 100.
Notice is here by given that the !4thAnnual General Meeting of theMembers of OPTO Circuits (India) Limited will be held on Thursdaythe 28" September 2006 at 11.00 am at The Grand Ashok, KumaraKrupa, High Grounds, Bangalore-560001.
ORDINARY BUSINESS:
1. To receive, consider and adopt the Balance Sheet as at 31' March2006 and the Profit and Loss account for the year ended on thatdate and the Report of Directors and Auditors there on.
2. To Declare a Dividend.
3. To appoint a Director in place of Mr. Jayesh C Patel, who retiresby rotation and being eligible, offers himself for re-election.
4. To appoint a Director in place of Mr. Thomas Dietiker, whoretires by rotation and being eligible, offers himself for re-election.
5. To appoint a Director in place of Dr. Suleman Adam Merchant,who retires by rotation and being eligible, offers himself for re-election.
6. To appoint M/s Anand Shenoy and Company retiring Auditorsof the Company, as Auditors, who hold office until theconclusion of the next Annual General Meeting and fix theirremuneration.
SPECIAL BUSINESS
7. To consider and if thought fit to pass with or with outmodification the following Resolution as an ORDINARYRESOLUTION.
"RESOLVED THAT, Mr. V Balasubramaniam, who was co-opted as an additional Director of the Company by the Board ofDirectors on 31 December 2005 under section 260 of theCompanies Act, 1956 and who holds office up to the date of theforth coming Annual General Meeting of the Company, beingeligible for re-appointment and in respect of whom theCompany has received a notice in writing from some membersproposing his candidature for the office of Director pursuant toprovisions of Section 257 of the Companies Act, 1956 be and ishereby appointed as Director of the Company subject toretirement by rotation."
8. To consider and if thought .fit to pass with or with outmodification the following Resolution as an ORDINARYRESOLUTION.
forth coming Annual General Meeting of the Company, beingeligible for re-appointment and in respect of whom theCompany has received a notice in writing from some membersproposing his candidature for the office of Director pursuant toprovisions of Section 257 of the Companies Act, 1956 be and ishereby appointed as Director of the Company subject toretirement by rotation."
9. To consider and if thought fit to pass with or with outmodification the following Resolution as an ORDINARYRESOLUTION.
"RESOLVED THAT Mr. RajKumar Raisinghani, who was co-opted as an additional Director of the Company by the Board ofDirectors on 31 December 2005 under section 260 of theCompanies Act, 1956 and who holds office up to the date of theforth coming Annual General Meeting of the Company, beingeligible for re-appointment and in respect of whom theCompany has received a notice in writing from some membersproposing his candidature for the office of Ditector pursuant toprovisions of Section 257 of the Companies Act, 1956 be and ishereby appointed as Director of the Company subject toretirement by rotation."
10. To consider and, if thought fit, to pass with or withoutmodification(s), the following resolution as a SPECIALRESOLUTION:
"RESOLVED THAT pursuant to the provisions of Section94(1) (a) of the Companies Act, 1956, consent of the Companybe and is hereby accorded for increasing the Authorised ShareCapital of the Company from the present Rs 50.00 Crores to Rs65.00 Crores by additionally creating 1,50,00,000, Equityshares of Rs.10/- each ranking pari passu with the existingequity shares of the Company in all respects.
RESOLVED THAT pursuant to the provisions of Section 16 ofthe Companies Act, 1956, the existing Clause V of theMemorandum of Association of the Company be amended andbe substituted with the following new Clause V thereof:
'(a). The Authorized Share Capital of the Company is Rs. 65.00crores (Rupees Sixty Five Crores Only) divided into 6,50,00,000(Six crores Fifty lakhs only) equity shares of Rs. 10/- each Rs.10/-(Rupees Ten only) each."
11 To consider and, if thought fit, to pass, with or withoutmodification (s), the following resolution as a SPECIALRESOLUTION:
"RESOLVED THAT, Dr. Anvay Mulay, who was co-opted asan additional Director of the Company by the Board ofDirectors on 31 December 2005 under section 260 of theCompanies Act, 1956 and who holds office upto the date of the
"RESOLVED THAT pursuant to the provisions of Section 31of the Companies Act 1956 and other applicable provisions, ifany, of the Companies Act, 1956 the existing Article Clause V
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
of the Articles of Association of the Company be and is herebysubstituted by the following new Article Clause V
(a). The Authorized Share Capital of the Company is Rs. 65.00crores (Rupees Sixty Five Crores Only) divided into 6,50,00,000(Six crores Fifty lakhs only) equity shares of Rs. 10/- each Rs.10/-(Rupees Ten only)each.
12. To consider and if thought fit to pass with or with outmodification the following Resolution as an ORDINARYRESOLUTION.
"RESOLVED THAT
a) Subject to the guidelines issued by the Securities and Exchangethe Board of India and subject to such approvals as may berequired by the Reserve Bank of India under Foreign ExchangeManagement Act 1999 for allotment and issue of new equityshares to the Non-resident members and subject to the consentof Financial Institutions, as may be applicable, and also subjectto such terms, conditions, alterations, modifications, changesand variations as may be specified while according suchapprovals, which the Board of Directors of the Company(hereinafter referred to a 'Board') be and is hereby authorised toaccept, if it thinks fit, the consent of the company be and ishereby accorded to capitalize part of the amount standing to thecredit of Reserves and Surplus Account in the books of theCompany as on 31st March 2006 for an aggregate amount of Rs30,80,82,9007- (Thirty crores Eighty lakhs Eight twoThousand Nine Hundred only) and such sum be set free fordistribution among the holders of existing fully paid equityshares of Rs. 10/- each of the Company, whose names will appearin the register of members on the company on a date to bedecided by the Board in that behalf as Record Date, as anincrease of the amount of share capital of the Company held byeach such member and not as income or in lieu of dividendcredited as bonus shares in the proportion of One new equityshare for every One existing fully paid equity shares held.
b) the above proposal will be subject to the following terms andconditions;
(i) new equity shares to be allotted as bonus shares will be subjectto the terms of Memorandum and Articles of Association of theCompany.
(ii) the new equity shares shall rank pari passu in all respects withand carry the same rights as the exiting fully paid-up equityshares of the Company and not withstanding the date or dates ofallotment thereof shall be entitled to participate in full in anydividend to be declared in respect of the financial year in whichthe allotment of the new equity shares pursuant to thisresolution is made;
(iii) no Letter of Allotment will be issued by the Company in respectof the new equity shares. However, the equity share certificatein respect thereof will be ready for delivery to the allotters withinone month from the date of allotment thereof; and for thoseshareholders who are holding the shares in dematerialized formtheir respective demat account will be credited with Bonusshares within one month from the date of allotment.
(iv) if as a result of implementation of this resolution, any memberbecomes entitled to a fraction of new equity shares to be allottedas bonus shares, the company shall not issue any certificate orcoupon in respect of such fractional shares, but the total numberof such new equity shares representing such fractions shall beallotted by the Board to a nominee to be selected by the Boardwho would hold them as trustee for the equity shareholders who
would have been entitled to such fractions, in case the same wereissued. Such nominee will as soon as possible, sell such equityshares allotted to him at the prevailing market rate and the netproceeds of such shares after adjusting the cost and expenses inrespect thereof be distributed among such members who areentitled to such fractions in the proportion of their respectiveholding and allotment of fractions thereof;
(v) no allotment of bonus shares or distribution of proceeds inrespect of fractions to the non-resident Indian members will bemade till the approval of Reserve Bank of India is obtained bythe Company if required.
RESOLVED FURTHER THAT for the purpose of givingeffect to this resolution, the Board be and is hereby authorised:
(i) to do all such acts, deeds and things whatsoever includingsettling any questions, doubt or difficulty that may arise withregard to, or in relation to, the issue or allotment of bonusshares;
(ii) to accept on behalf of the Company any conditions,modifications relating to the issue of bonus shares prescribed bythe Reserve Bank of India or any other authority and which theBoard in its discretion thinks fit and proper."
13. To consider and if thought fit, to pass with or withoutmodifications the following resolution as a Special resolution:
"RESOLVED that pursuant to the provisions of Section 372Aand all other applicable provisions, if any, of the Companies Act,1956 (including any amendment to or re-enactment thereof)and subject to such sanction, permissions and clearances as mayrequired, the consent of the Company be and is hereby accordedto the Board of Directors of the Company for making a loan, oran investment by the Company of a sum not exceeding Rs.250Crores by way of subscription and/or purchase of equity shares inany company having synergy of business with the Companynotwithstanding that such loan or investment exceeds theprescribed limits by law for the time in force."
"RESOLVED FURTHER that for the purpose of giving effect tothe above Resolution, the Board be and is hereby authorised totake all such actions, to do all such acts, deeds, matters andthings as may be necessary or desirable and to settle anyquestion or difficulty that may arise in this matter."
By order of the Boardfor OPTO CIRCUITS (INDIA) LTD.,
Date: 21 August 2006Place: Bangalore
VINOD RAMNANJChairman & Managing Director
Regd. Office : No. 83, Electronics CityHosur Road, Bangalore-560 100.
1. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF ANDTHE PROXY NEED NOT BE A MEMBER OF THECOMPANY.
2. PROXY IN ORDER TO BE EFFECTIVE DULYCOMPLETED AND STAMPED PROXY FORM, MUSTREACH THE REGISTERED OFFICE OF THE COMPANYNOT LESS THAN 48 HOURS BEFORE THE TIME FORCOMMENCEMENT OF THE AFORESAID MEETING.
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Opto Circuits ( India) LimitedSENSING TECHNOLOGY
3. The register of Members and share transfer books of the Company will remain closed from 22" September 2006 to 28" September 2006 (bothdays inclusive).
4. The Dividend for the year ended 31st March 2006 as recommended by the Board, if sanctioned at the Meeting will be paid within the time limit,to those members whose names appear in the company's Register of Members on 28" September 2006 In respect of shares held in electronic formthe dividend will be payable on the basis of beneficial ownership as per the details furnished by the National Securities Depository Limited andCentral Depository Services of India for this purpose.
5. Members desiring any information as regards accounts are requested to write to the company at an early date so as to enable the management tokeep the information teady
6. Notify immediately any change of address to Company/ Registrars (for shares held in physical form) and Depository Participants (for shares heldin dematerialized form).
7. It is suggested for the convenience of Members that they inform the Company about their Bank Account Numbers, Name of Bank to enableprinting of these particulars on the Dividend Warrant as a measure of abundant caution to minimize loss due to warrants falling into improperhands through forgery and fraud.
8. Members / Proxies should bring the Attendance Slip sent herewith duly filled for attending the Meeting.9. The proxy Form and Attendance slip are attached to the Annual Report.10. Members are requested to address their correspondence, including Share Transfer matters and Change of Address to: KARVY
COMPUTERSHARE PRIVATE LIMITED,Karvy House, No45, Avenue 4,.Street No 1, Banjara Hills, Hyderabad-560 034, E-Mail: mailmanager(5)karvy.com
ANNEXURE TO THE NOTICE:
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OFTHE COMPANIES ACT, 1956.
In conformity with the provision of Section 173(2) of the Companies Act 1956 the following explanatory statement sets out all material factsrelating to the Special business mentioned in the accompanying notice and should be taken as forming part of the Notice.
ITEMNOs7,8&9
Brief resume
Nature ofexpertise
Directorship inother companies
Committeememberships
Shareholding inthe company
Mr. V Balasubramaniatn,
Mr.VBalasubramaniam, agedabout 48 years, with over 25 yearsof work experience inInternational markets BalaSubramaniam has successfullystarted and managed a softwarecompany
He is an MBA from SymbiosisInst i tute of BusinessManagement, Pune & is amember of CPA & FCMA.company will benefits from hisOperational & ResourceManagement skills.
3
2
4000*
Dr. Anvay Mulay,
r
Dr. Anvay Mulay, aged about45 years, is a Cardio VascularThoracic surgeon (McH), fromMumbai University. He iscontributing to this specializedheld since 1 2 years.
He runs his own private clinic &is affiliated to hospitals likeDinnath Hospital, DindayalHospital & Ruby Hospital.Besides, he has also worked in theUS & UK before he settled inIndia. He brings to the table hisvast medical acumen
1
2
NIL
Mr.RajKumar Raisinghani,
Mr. Raj Kumar Raisinghani,aged about 53 years, with adiploma in ElectricalEngineering, is an Industrialist.
He has his own manufacturingunit, where he manufacturesElectrical goods since 25 years.He was working in a largemanufacturing unit in Mumbai,prior to venturing out into hisbusiness. He has vastexperience in business
1
1
4286*
* as on 31st March 2006
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Annual Report 2006
Considering the working knowledge, qualification andexperience it would be in the interest of the Company toappoint, Mr. V Balasubramaniam, Dr. Anvay Mulay, Mr.Rajkumar Raisinghani, as Directors of the Company.
The Board Commends the Resolution for shareholders approval.
Except, Mr. V Balasubramaniam, Dr. Anvay Mulay and Mr. RajKumar Raisinghani, no other Director of the Company isconcerned or interested in the Resolution
The Directors recommend the resolution for approval of themembers.
I t e m N o l O & l l
As per the provisions of Section 94 of the Companies Act, 1956,Increase in the Authorised Share Capital requires the approval ofthe members. Consequent to increase in Authorised ShareCapital, existing Capital Clause of Memorandum of Associationand also the relavant Article in the Articles of Associationrequires amendments which also requires approval of themembers in General Meeting.
The Directors recommend the resolution for approval of themembers.
Item No 13
There is immense potential for the Company to take overcompanies who are in the same or allied business such as yourcompany. Substantial growth in a short term is possible onlythrough takeovers, mergers, and tie-ups through strategicinvestments, both in India and in overseas markets. This processwill require that the Company undertake to buy, subscribe toshares and lend moneis in India and overseas, which could be inexecess of the mandated limits as laid down in the CompaniesAct 1956. This resolution is an enabling resolution so as topetmit the Board of Directors to look and assess viable projectsthat the Company can invest in the future so as to inctease theshareholders wealth by qualitative acquisitions.
Section 372(A) of the Companies Act 1956, requires that theshareholders' consent be taken for investment in shares of othercompanies or loans to other companies, in excess of theprescribed limits.
None of the directors is in any way concerned or interested in theresolution.
The Directors recommend the resolution for approval of themembers.
Item No 12
The Directors propose to capitalize a sum of Rs 30,80,82,900.7-((Thirty crores Eighty lakhs Eight two Thousand NineHundred only) to be applied for the issue of new equity sharesof Rs.10/- each credited as fully paid up bonus shares. Newequity shares will be issued and allotted as bonus equity shares inthe proportion of one such new equity share credited as fullypaid-up for every one existing fully paid equity shares asproposed in the resolution. The said bonus equity shares shallrank parri passu in all respects with the existing equity shares,and shall also be subject to Memorandum and Articles ofAssociation of the Company.
All the Directors of the Company may be considered to beinterested in the proposed resolution to the extent of theirentitlements to bonus shares.
Date: 2l" August 2006Place: Bangalore
By order of the Boardfor OPTO CIRCUITS (INDIA) LTD.,
VINOD RAMNANIChairman & Managing Director
Regd. Office : No. 83, Electronics CityHosur Road, Bangalore-560 100.
The Directors recommend the resolution for approval of themembers.
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OPTO CIRCUITS (INDIA) LIMITEDRegistered Office : No 83, Electronics City, Hosur Road, Bangalore-560 100.
Registered Folio No No. of shares
Or
DP ID No
Client ID No
of in the district of..
hereby appoint of
in the district of.
or failing him ofin the district of as my/our proxy to vote for me/us on my/our behalf at the 14" ANNUAL GENERAL MEETING of the Company tobe held on 28th September, 2006 and at any adjournment thereof.
Signed this day of 2006
Signature
Note - This form in order to be effective should be duly stamped, completed and signed and must be deposited at theRegistered Office of the Company, not less than 48 hours before the meeting.
OPTO CIRCUITS (INDIA) LIMITED .Registered Office : No 83, Electronics City, Hosur Road, Bangalore-560 100. ^
^AGM 28" September 2006 ' (/}
Registered Folio No ..................................................................... No. of shares ................................................................... *"Or UDP ID No ................................................................................... J7
Client ID No ............................................................................... "
PI certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company *^
I Hereby record my presence at the 14* ANNUAL GENERAL MEETING of the Company at THE GRAND ASHOK, KUMAR KRUPA WHIGH GROUNDS, BANGALORE - 5 60 00 1 . H
HMember's / Proxy's name in Block Letters ............................................................................................................................................ .
Member's / Proxy's Signature
Note - Please fill in this Attendance Slip and hand it over at the Entrance of the Meeting Hall.
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
Op to C ir c u its (I' n d I a) LimitedSENSING TECHNOLOGY
DISCLAIMER ANDLOTUS BYLINE
CAUTIONARY STATEMENT :
Statements made in this Annual Report describing the Company'sobjectives, projections, estimates, expectations may be "Forwardlooking statements" within the meaning of applicable securities laws& regulations. Actual results could differ from those expressed orimplied. Important factors that could make a difference to theCompany's operations include economic conditions affecting demandsupply and price conditions in the domestic & overseas markets inwhich the company operates, changes in the government regulations,tax laws & other statutes & other incidental factors.
LOTUS KNOWLWEALTH
Concept, Research and Content by Lotus Knowlwealth Pvt.Ltd.E-mail: [email protected]
Tel.: +91-22-32970259
Processed & Printed byParamount Color Graphics
E-mail : print(«paramountcolor.com Tel : + 91-HO-231 00 666
Global Reports LLC
SANSCO SERVICES - Annual Reports Library Services - www.sansco.net
OPTO CIRCUITS (INDIA) LIMITEDPlot No. 83, Electronic City, Hosur RoadBangalore South - 560 100.Ph : +91-80-28521040/41 742, Fax : +91-80-28521094www.optoindia.com
Global Reports LLC