26th annual report 2012 - techtranindia.com · 26th annual report 2012 - 2013 ... m/s.m.anandam...

26TH ANNUAL REPORT 2012 - 2013 BOARD OF DIRECTORS Dr.Jayaram Chigurupati - Chairman Sri.Kanuri Harishchandra Prasad - Director Dr.Pradeep Swarup - Director (upto 12.02.201 3) Dr.Tripuraneni Venkata Krishna Rao - Director Dr.Denis Broun - Director Sri.Hemang Harish Raja - Director (from 12.02.201 3) Sri.Eyunni Ranga Kumar I Whole Time Director

COMPANY SECRETARY Mr. Deepak Pandey (upto 02.06.2013)

COMMIT'TEES OF THE BOARD Audit Committee Sri.Kanuri Harishchandra Prasad Dr.Tripuraneni Venkata Krishna Rao Sri.Hemang Harish Raja Remuneration Committee Sri.Hemang Harish Raja Sri.Kanuri Harishchandra Prasad Dr.Tripuraneni Venkata Krishna Rao Share Transfer & Shareholders Grievance Committee Dr.Tripuraneni Venkata Krishna Rao Sri.Kanuri Harishchandra Prasad Sri.Hemang Harish Raja

REGISTERED OFFICE "Techtran House" S-7, T.I.E. IDA, Balanagar Hyderabad - 500 037

FACTORY Survey No.545, Bonthapally Village Zinnaram Mandal, Medak District Andhra Pradesh - 502 31 3

BANKSIFINANCIAL INS'TITUTIONS Export Import Bank of India, Hyderabad

REGISTRAR &TRANSFER AGENTS CI L Securities Limited Regd.Office 21 4, Ragahavaratna Towers Chirag Ali Lane, Abids Hyderabad - 500 001

SHARES LISTED AT Bombay Stock Exchange Ltd

STATUTORY AUDITORS M/s.M.Anandam ' Co., Chartered Accountants 7-A, Surya Towers, S.P.Road Secunderabad - 500 003

INTERNAL AUDITORS M1s.Kuldeep Verma ' Co., Chartered Accountants Flat No.301, Block No.30 Malaysian Townst-lip, Kuka,tpally Hyderabad - 500 072

SUBSIDIARY COMPANY COST AUDITORS Techtran Ophthalmics Private Limited M1s.Vajralingam ' Co., Techtran Optics Private Limited Cost Acco~~ntants Techtran Lenses LLC, USA H.No.13-4-7291113

Karwan Sahu, Hyderabad - 500 0036

Annual General Meeting Thursday, the 4th day of July, 201 3 at 2.00 pm

FAPCCI, Federation House, Surana Udyog Auditorium, 11 -6-84, Red Hills, Hyderabad - 500 004.

TECHTRAN POLYLENSES LTD . 6s (100% EOUl

CONTENTS

Page No .

Notice ....................................... 3

Directors' Report ....................................... 12

CEO Certification ....................................... 35

Auditors' Report ....................................... 36

Balance Sheet ....................................... 42

Profit ' Loss Account ....................................... 43

Cash Flow Statement ....................................... 44

Schedules to Accounts ....................................... 45

Consolidated Financial Statements ....................................... 56

TECHTRAN POLYLENSES LTD.

NOTICE

Notice is hereby given that the 26hAnnual General Meeting of the Members of the Company will be held on Thursday, the 4th day of July, 201 3 at FAPCCI, Federation House, Surana Udyog Auditorium, I 1-6-84, Red Hills, Hyderabad - 500 004 at 2.00 P.M to transact the following business :

ORDINARY BUSINESS:

I. To receive, consider and adopt the Balance Sheet as at March 31st , 2013, the Statement of Profit and Loss account and Cash Flow Statement for the year ended on that date and the Report of the Directors' and the Auditors' thereon.

2. To declare dividend on equity shares for the financial year ended 3Ist March, 201 3.

3. To appoint a Director in place of Dr. Jayaram Chigurupati who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Dr. Denis Broun who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint Statutory Auditors to hold the office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix the remuneration

SPECIAL BUSINESS

6. To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution:

"RESOLVED THAT Sri Hemang Harish Raja, who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 and who holds office as such upto the date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing under Section 257 read with Section 190 of the said Act, along with a deposit of Rs.5001- proposing his candidature for the office of Director of the Company be and is hereby appointed as a Director liable to retire by rotation."

7. To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 16, 31, 94 and all other applicable provisions, if any, contained under the Companies Act, 1956, the Authnrized Share Capital of the Company be and is hereby increased from existing Rs. 15,00,00,000 (Rupees Fifteen Crores ) divided into I ,50,00,000 (One Crore Fifty Lacs Only) Equity Shares of Rs. IOI- (Rupees Ten Only) each to Rs.20,00,00,000 (Rupees Twenty Crores Only) comprising of 2,00,00,000 (Two Crore) Equity Shares of Rs.101- (RupeesTen only) each."

TECHTRAN POLYLENSES LTD. cis (10OOh LOU1

''FURTHER RESOLVED THAT pursuant to the provisions of Section 16 and all other applicable provisions, if any, contained under the Compar~ies Act, 1956, Clause V (a) of .the Memorandum of Association of the Company be and is hereby amended and replaced by the following Clause hereunder:"

Clause V (a).

The Authorised Share Capital of the Company is Rs.20,00,00,000 (Rupees Twenty Crores Or~ly) con-~prising of 2,00,00,000 (Two Crore) Equity Shares of Rs. 101- (Rupees Ten only) each., with power to alter the Share Capital of the Corr~pany in accorda~ice with The Companies Act, 1956.

FURTHER RESOLVED THAT pursuant to the provisions of Section 31 and all other applicable provisions, if any, contained under the Corr~panies Act, 1956, Article 4 of the Articles of Association of the Company be and is hereby replaced by the following ar1:icle hereunder: 4. The Authorised Share Capital of the Company is Rs.20,00,00,000 (Rupees Twenty Crores Only) comprising of 2,00,00,000 (Two Crore) Equity Shares of Rs. 101- (Rupees Ten only) each.

8. To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 81 (1 A) and all other applicable provisions, if any, of the Companies Act, 1956 (the Act) (including any statutory modifications or re-enactment thereof for the time being in force), provisions of the memorandum and Articles of Association of the Company, and subject to the rules I regulations I guidelines issued by the Securities and Exchange Board of lndia (hereinafter referred to as "SEBI"), the Stock Exchanges where tlie shares of the Corr~pany are listed (including provisions of the listing agreement with them), or any appropriate I statutory authority and also subject to such approvals, permissions, sanctions and consents as may be necessary and required from the Government of India, the Reserve Bank of lndia (hereinafter referred to as "the RBI"), and all other appropriate authorities and institutions, under applicable legislation, rules, regulations, guidelines and contracts for the time being in force, and subject further to such other terms, conditions, stipulations, alterations, amendments, modifications or variations as may be required, specified or suggested by any of the concerned authorities or bodies ; which terms, conditions, stipulations, alterations, amendments, modifications or variations, the Board of Directors (hereinafter referred to as "the Board" which terms shall be deemed to include any Committee of Directors for the time being authorized by the Board of Directors to exercise the powers conferred on the Board of Directors by this resolution), is authorized to accept as it may deem fit, subject to consent and approval of the members of the Corr~pany, the Board of Directors of the corrlpany be and are hereby authorised to offer, issue and allot in one or more tranches, 01-1 preferential basis, not exceeding 7,50,000 (Seven lakh fifty thousand) Warrants carrying an option I entitlement to subscribe to

TECHTRAN POLYLENSES LTD. 6s (1W% EOUl

equivalent number of Equity Shares of face value of Rs.101- with a premium of Rs.121- of the Company on a future date, not exceeding 18 (Eighteen) months from the date of issue of such warrants, to the following entity :

SI.No. Name of the proposed allottee No.-of Warrants to be allotted

I Credence I r~frastructure Limited 7,50,000

"RESOLVED FURTHER THAT the terms and conditions of the aforesaid warrants shall be as under: a,The proposed allottee(s) of Warrants shall, on the date of allotment of warrants, pay an amount equivalent to at least 25% of the price per Warrant fixed in terms of the SEBl (ICDR) Regulations, 2009 ("Warrant Price"). The balance 75% of the Warrant Price shall be payable on or before the conversion of said Warrants into Equity Shares, within a maximum permissible period of 18 months from the allotment thereof. The proposed allottees of Equity Shares shall be required to bring in 100% of the consideration on the Equity Shares to be allotted to them, on or before the date of allotment thereof. b.; Each of the said warrant shall carry a right, entitling its registered owner to apply for at his I her option, and seek allotment of one equity share upon surrendering 1 exchanging of such warrant to the Company along with the balance 75% of the issue price of the equity share. c. The said warrants and the shares shall be subject to lock-in for such period that may be prescribed under the SEBl guidelines for preferential issue. d. The application for shares against surrendered 1 exchange of the warrants shall be made within such time as may be fixed by the Board of Directors of the Company at its discretion, but in any case, not later than 18 months from the date of issue of such warrants by the Company. e. In case the warrant holders do not apply for the shares of the Company against surrenderlexchange of warrants as aforesaid within the time that may be fixed by the Board of Directors in this regard, then the amount paid on each such warrant shall be forfeited; and the warrants and all the rights attached to the same shall lapse ipso facto. f. Upon surrenderlexchange of each such warrant, the amount paid up thereon shall be credited, adjusted and applied towards share application money for which the holder of the warrants is entitled to apply. g. The equity shares to be offered, issued and allotted as aforesaid upon surrender 1 exchange of the warrant and exercise of the option by the warrant holder shall be subject to the provisions of the memorandum and articles of association of the company in all respects, h. The warrant by itself shall not give to the holder thereof any rights of the shareholders or debenture holders of the company."

"RESOLVED FURTHER THAT that the board be and is hereby authorized to decide the other terms of issue, offer and allotment of the aforesaid warrants and'the equity shares resulting from the exercise of the entitlement of the warrant of the warrant holders;

TECHTRAN POLYLENSES LTD. 6s (100% EOUl

provided that the aforesaid warrants and the equity shares resulting from the exercise of the entitlement of the warrant holders under this resolution shall be made fully paid-up at the time of their allotment."

RESOLVED FURTHER THAT the Relevant Date, as per the SEBl (ICDR) Regulations, 2009, as amended up to date, for the determination of issue price of the Warrants is June 04,2013 i.e. 30 days prior to the date ofAnnual General Meeting on July 04,2013.

RESOLVED FURTHER THATthe Equity Shares proposed to be so allotted shall rank pari passu in all respects including as to dividend, with the existing fully paid up Equity Shares of face of value OF Rs. 101- each of the Company, subject to the relevant provisions contained in the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THATfor the purpose of giving effect to the above, the Board1 the Corr~n-littee be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to the issue or allotment of aforesaid Warrants and listing of the Equity Shares on conversion with the stock exchange(s) as appropriate and to resolve and settle all questions and difficulties that may arise in relation to the proposed issue, offer and allotment of any of the said Warrants, the utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred by this resolution on it, to any Committee of Directors, any other Director(s) or officer(s) of the Company to give effect to the aforesaid resolution."

By order of the Board of Techtran Polylenses Limited

E.Ranga Ki~rnar Whole-time Director

Place: Hyderabad Date : 30.05.2013

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the company. The proxy form duly completed and signed should be deposited at the Registered Off ice of the con-lpany not later than 48 hours before the commencement of the meeting.

TECHTRAN POLYLENSES LTD. cis (100% EOUI

2. The Register of merr~ bers and Transfer Books of the Company will be closed from June 27, 201 3 to July 3,201 3 (both days inclusive).

3. The members are requested to - a) Intimate to the Registrars and Transfer Agents of the Company I respective

Depository Participants of changes, if any, in their registered addresses at an early date.

b) Quote Ledger FolioIClient ID in all the correspondence. c) Bring the copy of ,the Annual Report and attendance slip with them to the Annual

General Meeting.

4. Shareholders holding shares in physical form are requested to advise any change of address immediately to Company's Registrar and Share Transfer Agent, CIL Securities Ltd. ( Unit: Techtran Polylenses Limited) Regd. Office : 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001. Andhra Pradesh, India.

5. For shareholders holding shares in electronic form, intimation needs to be made to their respective Depository participants and not to the Companylits Registrars.

6. Members, desiring any information relating to the accounts, are requested to write to the Company at an early date so as to enable the management to keep the information ready.

7. Pursuant to the provisions of the Section 109A of the Companies Act, 1956 shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations are requested to send their requests in Form 2B (which will be made available on request) to the MIS. CIL Securities Limited, the Registrars and TransferAgents at aforesaid address.

8. The documents referred to in the proposed resolutions are available for inspection at the Registered O f ice of the Company during working hours between 9:00 A.M. to 1.00 P.M. except on holidays.

9. Particulars of Directors who are proposed to be appointed I reappointed at this Meeting as required under Clause 49 of Listing Agreement is provided in Corporate Governance (Annexure - 4).

10. Ministry of Corporate Affairs has undertaken a "Green Initiative in Corporate Governance" and allowed companies to send documents such as Notice of the Annual General Meeting, Audited Financial Statements, Directors' Report, Auditors' Report, etc., to the shareholders in electronic form instead of the paper form. Members are requested to send1 update their email address with their Depository or Registrar and Transfer Agents of the Company.

The Annual Report for the financial year 2012-13 is available on our website, i.e. www.techtranindia.com. The physical copy of the annual report has been sent to those members who have either opted for the same or have not registered their email addresses with the Company1 depository participant. The members will be entitled to a physical copy of the annual report for the financial year 2012-13, free of cost, upon sending a request to

TECHTRAN POLYLENSES LTD. a5 (100% EOU)

the Corr~pliance Officer at Plot No S-7 Technocrat Industrial Estate , Balanagar, Hyderabad 500 037.

11. Explanatory Statement pursuant to the provisions of section 173(2) of the Companies Act, 1956, is annexed herewith.


E.Ranga Kumar Whole-time Director


EXPLANATORY STATEMENT (Pursuant to section 1 73(2) of the Companies Act 1956)

ltem No. 6

The Board of Directors co-opted Sri.Hemang Harish Raja, as Additional Director under Independent Category, w.e.f 12.02.2013. As per the provisions of Section 260 of the Companies Act, 1956, he holds office of director upto the date of the ensuing Annual General Meetirlg. The Compa~iy lias received notice in writing from a Member of the Company along with a deposit of Rs.5001- under Section 257 read with Section 190 of the Companies Act, 1956 proposing the candidature of Sri.Hemang Harish Raja for the Office of Director whose period of office is determinable by retirement of Directors by rotation. As per the provisions of Section 257 of the Act, any such proposal ought to be approved by ,the members in their Meeting.

Hence, the resolution is commended for your approval. The profile of the said directors is givenin Annexure- IV under Corporate Governance Report

None of the Directors are interested in tlie above said resolution.

ltem No : 7

The Authorised Capital of the Company presently stands at Ks. I S,UU,UU,UUU cons~stlng of 1,50,00,000 Equity Shares of Rs.10 each. With the growing business operations of the Company and to meet fund req~iirements for acquirirrg capital assets ' equipments, augmenting working capital requirements for facilitating expanded operations, making investments in new initiatives and to further strengthen the financial position of the Company the Company proposed to issue Warrants to MIS Credence Infrastructure Limited, which necessitates increase in Authorised Capital of the Company. Accordingly it is proposed to

TECHTRAN POLYLENSES LTD. G!!s (100% EOU)

increase the Authorised capital of the company, from Rs.15.00 Crores to Rs.20.00 Crores as detailed in the resolution.

Pursuant to the provisions of Section 16, 31 and 94 of the Companies, Act, 1956 any increase in the Authorised capital of the company needs to be approved by tlie men-~bers by passing appropriate resolution in their General Meeting.

Hence the resolution is commended for your approval as special resolution.

None of the Directors are interested in the proposed resolution.

The Company has been examining various growth opportunities from time to tinie in line with its objective of expanding its capacities and becorning globally competitive in its business. As a part of future growth strategy, to meet fund requirements for acquiring capital assets ' equipments, augmenting working capital requirementsfor facilitating expanded operations, making investments in new initiatives and to further strengthen the financial position of the Company, it is proposed to issue Warrants convertible into even number of Equity Shares to MIS Credence lnfrastructure Limited, , on preferential placement basis, as per the details given in the Special Resolution at item no. 8 of the Notice.

The offer, issue and allotment of 7,50,000 Warrants convertible into even number of equity shares of Rs. 101- each of the Company as envisaged under the proposed special resolution set out at item no. 8 of the Notice shall be made in accordance with the guidelines of the Securities' Exchange Board of India (SEBI) for Preferential Issues, being Chapter VII to the SEBl (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Acopy of ,the certificate from the Auditors of the Company certifying that the issue is being made in accordance with SEBl guideline for Preferential Issue, being Chapter VII to the SEBl (Issue of Capital and Disclosure Requirements) Regulations, 2009 will be available for inspection of the members at the registered office of the Company and at the AGM.

The information as required under Regulation 73 of the SEBl (Issue of Capital and Disclosure Requirements) Regulations, 2009 is given herein below:

a) Objects of the issue:

The object of the issue is to meet to meet fund requirements for acquiring capital assets ' equipments, augmenting working capital requirements for facilitating expanded operations, making investments in new initiatives and to further strengthen the financial position of the Company

b) Intention of Promoters I Directors 1 Key Management Persons to subscribe to the offer: MIS. Credence lnfrastructure Ltd., the promoter of the company intends to subscribe to the entire preferential issue. None of the other DirectorslKey Management Persons are subscribing to the offer.

9

TECHTRAN POLYLENSES LTD. C s (100% EOUl

c) Share holding patter11 before and after the Preferential Issue: The shareholding pattern before and after Preferential lssue is as:

d) Time within which the preferential issue shall be completed:

Category of Shareholder

SHAREHOLDING OF PROMOTER AND PROMOTER GROUP Bodies Corporate

Total Shareholding of Promoter and Promoter Group (A)

PLlBLlC SHAREHOLDING Mutual Funds/ UTI Financial Institutions / Banks Bodies Corporate Individuals Any Other (specify) Non residents Indian

Total Public Shareholding (B)

TOTAL (A)+(B)

As per SEBl (ICDR) Regulations, 2009 the allotment of Equity Share shall be completed within 15 days from the date of passing of the above Resolutions. Provided that where the allotment is pending on account of pending of any approval from any regulatory authority or from the Central Government, the allotment will be completed within 15 days from the date of receipt of such approval.

e) Payment & conversion terms.

25% of the value of the warrants is to be paid together with application. The balance is payable at the time of conversion. The Share warrants shall be converted into equity shares within a period of 18 Months at the option of allotee. If the warrants holder failed to pay the amount within 18 months, the amount paid on the allotment of warrants stands forfeited.

Pre Preferential Issue

f) The Identity of the proposed allottees and the percentage of post-preferential issue capital that may be held by them after allotment & Conversion:

Total number of shares

5998200

5998200

16500 31 00

1095930 5840 137 15261 0

11 73523

8281 800

14280000

Post Preferential Allotment

" to Capital

42.00

42.00

0.1 2 0.02 7.67

40.90 1.07 8.22

58.00

100.00

and Conversion

Total number of shares

6748200

6748200

16500 31 00

1095930 5840 1 37

15261 0 I 173523

8281 800

15030000

" to Capital

44.90

44.90

0.1 1 0.02 7.29

38.86 1.02 7.81

55.10

100.00

S.No.

1.

No. of equity shares after Conversion of Warrants into Equity

6748200

Proposed Allottees

Credence Infrastructure Limited

" of Post Issue Capital

44.90

TECHTRAN POLYLENSES LTD. 6s (1W% EOU)

d) Auditors Certificate

MIS. Anandam ' Co., Chartered Accountants, Hyderabad the Statutory Auditors of the Company have certified that the preferential issue is being made in accordance with the requirements contained in SEBl (ICDR) Regulations, 2009. A copy of the certificate will be laid before the meeting of the shareholders.

e) Relevant Date

"Relevant Date" for this purpose is 4th June, 2013, which means thirty days prior to the date on which the meeting of the general body of shareholders is held in terms of section 81 ( IA) of the companies Act, 1956.

f) Pricing

The pricirrg of Equity Share is done in accordance with the Regulation stipulated under SEBl (Issue of Capital and Disclosure Requirements) Regulations, 2009 as applicable from time to time in respect of .the pricing of the issues. 'The average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the 26 weeks preceding the relevant date is Rs.21.941- and average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date Rs.21.52. The company is proposing to issue allot the Share warrants at Rs. 221-.

g) Lock in requirements

The Share Warrants to be allotted on preferential basis shall be subject to lock-in as per applicable SEBl (Issue of Capital and Disclosure Requirements) Regulations, 2009 in this behalf.

h) Change in Management

There will be no change in Management consequent to the proposed Allotment of Share warrant and conversion into Equity Shares.

i) Undertaking for re-computation of price

As the company is listed for a period of more than 6 months, so the undertaking required in SEBl (ICDR) Regulations, 2009 from the allootte is Not Applicable. Hence the requirement with regard to undertaking for lock in till the difference amount on re computation is paid is also not applicable

Section 81 (IA) provides that the further shares may be offered to any persons other than the existing shareholders, provided the shareholders in general meeting decides otherwise by passing a special resolution. Since the shares warrants entitles to the allotee to apply for equity shares, consent of Shareholders by way of special resol~~tion is being sought under the provisions of Section 81 (IA) and in terms of SEBl (Issue of Capital and Disclosure Requirements) Regulations, 2009 and also in accordance with the Listing Agreement for Preferential Issue of shares.

None of the directors of the Company is in any way concerned or interested in the resolution, except Dr.Jayaram Chigurupati who is also a director in MIS. Credence Infrastructure Ltd.

TECHTRAN POLYLENSES LTD. C S DIRECTORS' REPORT

To The Members,

Your Directors take pleasure in presenting the 26th Annual Report of the Company on the business and operations of the Company along with the Audited Balance Sheet and Statement of Profit ' Loss Accounts for the year ended 31 st March, 201 3.

I . FINANCIAL RESULTS : The high lights of .the operating results for the year are as follows:

Rs.in lakhs CURRENTYEAR PREVIOUS YEAR

201 2-201 3 2011-2012 SALES Export Sales Domestic Sales

Other Income Profit before Interest and Depreciation Less : A) Interest ' Financial

Charges B) Depreciation ' other W rite-Offs

Net Profitl(Loss) for the year Provision for Taxes : Profit after/(Loss) after Tax 213.45 341.58

2. FINANCIAL CONDI'TION AND REVIEW OF OPERATIONS:

Management Discussion and Analysis of Financial Condition and Results of Operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report (Annexure - I )

The Board of Directors and Management reviewed the progress of company at regular intervals, as required.

3. SUBSIDIARY COMPANY:

Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd, Techtran Lenses Inc, and Techtran USA LLC are the subsidiary of your company and pursuant to Accounting Standard, AS-21 of the Institute of Chartered Accountants of India, the enclosed Consolidated Financial Statements include the financial information (relating) to the subsidiary.

TECHTRAN POLYLENSES LTD. @ (100% EOU)

Techtran Optics Private Limited, a 100% wholly owned Subsidiary of Techtran Polylenses Limited, a 100% EOU proposes to manufacture 5 million pieces of Polycarbonate lenses and 5 million pieces of plastic lenses at Plot No U, Phase - iii, VSEZ, Visakhapatnam. The proposed poly carbonate Lenses will enhance the sale of the company in the USA Market.

Techtran Lenses Inc, has been incorporated in Tampa, Florida, USA to market and distribute your company products in USAand the company has opened a warehousing facility at Tampa, Florida, USA.

Techtran Lenses Inc hold 55% in Techtran USA LLC, and hence the same is treated as the subsidiary of the Company. It acts as one more arm of the Con-~pany to distribute and market the products of the Company.

The annual accounts of the Subsidiary and the related detailed information shall be made available to members seeking such information at any point of time. The annual acco~.~nts of the Subsidiaries shall also be kept for inspection by any of the members at the administrative and registered office of the company.

Statement pursuant to exemption under Section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies is enclosed as Annexi~re-2

4. FIXED DEPOSITS: Your company has not accepted any Fixed Deposits from the Shareholders I Public under Section 58A of the Companies Act, 1956, during the year under review.

5. DIVIDENDS:

The Directors are pleased to recommend for approval of the members a dividend of Re. 0.701- per share being 7% on paid up value of Rsl 01- per share.

6. COMPOSITION OF BOARD:

As on 31st March, 201 3, the Board of Directors consists of 6 Directors viz., one promoter Non-Executive Director, Four Non-Executive Independent Directors and one W hole-Time Director.

Dr. Pradeep Swarup resigned from the board w.e.f. 12.02.2013. The board would like to express its gratitude for ,the support rendered by him during his tenure.

Dr.Jayaram Chigurupati, Director and Dr.Denis Broun, Director liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for Re- appointment.

Mr. Hemang Harish Raja who was appointed by the Board of Directors and holds office upto the date of the 26"Arlnual General Meeting of the Corr~pany in terms of Section 260 of the Companies Act, 1956 ("Act") and liable to retire in respect of whom the corrlpaliy has to received a notice in writing from a Member of the Company under Section 257 of the Act proposing his Candidature for the office of Director of the Company. The relevant resolution proposing him as Director is included in the notice of AGM for shareholders approval.

TECHTRAN POLYLENSES LTD. cis (100% LOU)

The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Comniittee, Share Transfer ' Shareholders Grievance Committee and Remuneration Conirr~ittee.

7. DIRECTORS RESPONSlBlI-ITY STATEMENT: As stipulated in Section 217 (2AA) of CompaniesAct, 1956, your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

i] That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii] That the directors have selected such accounting policies applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

iii] That the Directors ensured that proper and sufficient care was taken in the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectiug fraud and other irregularities;

iv] That the annual accounts are prepared as an ongoing concern basis.

8. CONSOLIDATED FINANCIAL STATEMENTS: In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read along with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors hereby forward the Consolidated Financial Statements, which form part of the Arlnual Report and Accounts.

9. AUDITORS: MIS. M.Anandam ' Co., Chartered Accountants, S P Road, Secunderabad, Auditors of your Corr~pany retires at the conclusion of theAnnual General Meeting and being eligible offer themselves for reappointment. Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the ComparliesAct, 1956, for such appointment.

10 INTERNAL AUDITORS: Your Board of Directors appointed MIS. Kuldeep Verma ' Co., Chartered Accountants as Internal Auditors. The Internal Auditors subrr~it their reports on a quarterly basis, which are being reviewed by the Audit Committee.

11 COST AUDITORS: Your Board of Directors appointed MIS. Vajralingam ' Co., Cost Accountants, as Cost Auditors.

12. CORPORATE SOCIAL RESPONSIBILITY: Your Corr~pany, as a responsible corporate entity propagating its philosophy of responding to social welfare causes and philanthropic activities in the areas of Eye care, Education,

TECHTRAN POLYLENSES LTD. 6s (100% EOU]

natural Calamities and Social services, by contributing lenses at various Eye c a m p s and also cash contributions for constructio~i of social welfare liostel to Indian Red Cross Society.

13. PERSONNEL: Information required under Section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975 may be treated as 'NIL'as none of the employees come under that category.

14. ENERGY CONSERVATION, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS : The statement giving particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgoings as required under Section 217 ( I ) e of the Companies Act, 1956 read along with Companies (Disclosure of Par1:iculars in the Report of Board of Directors) Rules 1988 is annexed hereto and forms part of the Report (Annexure-3).

15. CORPORATE GOVERNANCE : A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report (Annexure-4).

16. DEMATERIALISATION OF SHARES: Your Company's equity shares have been under compulsory dematerialized trading for quite some time and is registered under code lSlN INE 020C01016. Shareholders may contact the Registrars for Dematerialisation, namely, CIL Securities Ltd., Regd Office:214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001, Telephone Nos. 040-232031551040-23202465, email: advisors~ci lsecur i t ies.com I cilsec@,hotmail.com for further details, if any.

17. LISTING: Your companv's shares are listed in the Bombav Stock Exchanqe (BSE).

18. ACKNOWLEDGEMENT : Your Directors wish to place on record their appreciation to the Employees, Staff and Officers of your com any for their hard work, dedication and commitment. Your ~irectors gratef!dly acknowledge the valuable support, guidance and assistance provided by the Financial Institutions, viz., lFCl ' Exim Bank.

Your Directors also express their gratitude to the Shareholders of the company for the confidence reposed in the management.




15

TECHTRAN POLYLENSES LTD. a ANNEXURE - 1

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

INDUS'TRY OUTLOOK: According to a recent market study, 65% of the world population is affected by visual disorders however only 26% currently have corrective equipment. It is estimated that 28% of the Indian population requires some sort of vision correction. The market size for ophthalmic lenses is approximately 900 million lenses each year. Your Company is engaged in the manufacture and sale of hard resin (plastic) ophthalmic lenses. These lenses are mainly exported overseas and sold partly in the domestic market.

The demand for eye glasses is driven by demographics, fashion and changing healthcare practices. Aging population is increasing the demand for eye exams and glasses. Eye care has evolved from age-related vision disorders to cosmetic concerns. Nowadays spectacles are considered as personality enhancers and fashion accessories. Changing lifestyles and activities that affect eyes have led to the increased use of tinted spectacle lenses, progressive lenses and photo chromatic lenses.

ANALYSIS OF FINANCIAL PERFORMANCE OF THE COMPANY: Your company has prod~~ced 20,91,995 lenses during the current financial year and sold 22,17,853 lenses as compared to the production of 24,37,660 lenses and sales of 21,99,170 lenses in 2011 -2012.

The export sales went up by Rs.212.14 lakhs while the domestic sales went down by Rs.5.35 lakhs over the previous year. The net sales have increased by about Rs.199.66 lakhs over the previous year. LIQUIDITY AND CAPITAL RESOURCES:

The Net Working Capital stood at Rs.1673.66 lakhs as against Rs.1634.67 lakhs in the previous year.

The Company's ability to generate funds from operating activities, including product sales, equity funds and debt financing from its financial institutions and others are expected to provide sufficient liquidity to meet its expansion/modernization and research and development programs and working capital needs of the company.

FUTURE OUTLOOK: During the current financial year under review, the market for ophthalmic lenses continues to felt the impact of worldwide economic slowdown although, the situation has stabilized to a certain extent. The wol-ldwide recession has a delayed impact on the optical industry and the market continues to experience tightness during the current financial year. However, as an insurance against the sluggish export market, we will be focusing on the domestic market with renewed vigor to balance the decline by rarr~ping up volumes.

TECHTRAN POLYLENSES LTD. Cis (100% EOUl

Overall, the export markets should be stable and the Company expects a good upside in the domestic front. The road ahead is indeed challenging both from within and at the market place. The company continues to target key areas like quality, service levels and marketing efforts to make a positive impact and a statement of intent. This has resulted in a greater awareness among our customers and the industry as a whole. We have participated in 1 trade show at Dell-~i for the Doniestic Market.

The company's focus for this year is to increase the market share in the Export market while trying to consolidate the domestic market share. The Company's strategy is to first create a strong marketing team and do aggressive branding building of both the Company and its products. The company has identified that one of the key product lines to achieve this goal will be the progressives lenses since they will not only add to the bottom line but are a natural progression to slowly replace the age oldl'Bi-focals". Your company has successfully re- launched progressive line of lenses under the "Vartek Brand with an attractive trade scheme coupled with a strong brand building exercise. This has resulted in increased sales and we will continue with this strategy. The Company also will take over the Domestic marketing of Sun Sensor lenses from Corning. Besides, the Company has entered into a distribution agreement with the market leader of a high end Photochromatic lenses and this will also add to the revenues and profitability.

The Corr~pany is plarlning to launch 1.67 refractive Index lenses based on the MR-7 monomer from Mitsui, Japan in the third quarter of 201 3. The initial feedback from our export customers is encouraging. We strongly believe the way to go forward is to create a niche in the high refractive index segment, as the margins are higher and the marketplace is not crowded.

The Company is aggressively pursuing new technologies like polarizing lenses which is addressed to the niche high end markets especially the youth both in exports and domestic markets. We have set up a state of the art manufacturing facility within the existing factory to manufacture niche products like MR-8, MR-7 and Polarised lenses. We paln to launch the Polarised range of lenses in the 3rd quarter.

The Company is fully aware of the changing dynarl-~ics in the export markets and is determined to enhance sales in this area. We are in talks with our partners to enter the lucrative east european market and whilst there are some barriers primarily governmental (those countries), we are confident to make some headway in the coming year. We are also looking to enhance co-operation with our USA customers both in the range of products as well as some specialized services (blocking lenses). As a step in that direction, we have incorporated a 100% subsidiary Techtran Lenses Incorporated based out of Tampa, Florida. This warehouse is aimed at servicing smaller labs across the US and will give us a greater share of the US market. We are also looking at the middle-east markets and Africa with renewed interest and hope to achieve growth in these areas.

Techtran Ophthalmics Private Limited referred as 'TOPL', a subsidiary of the Company currently has nine surfacing laboratories that are operational. All the laboratories are equipped with state of the art CNC machines along with hard coating equipment. TOPL has identified west,

TECHTRAN POLYLENSES LTD. c i s (100% LOU)

north, east and central central regions of lndia as high growth regions and is in the process of setting up five new laboratories. Besides, TOPL has launched a programme to up grade some of the existing labs by installing free form and AR Coating machines which will greatly increase the profitability. TOPL recently entered into an agreement with a market leader in the high end Photochromic lenses segment, to distribute their 1.498 Range of photochromic lenses across India. With this distribution, TOPL aims to increase its market share in the high end high margin photochromic segment.

OPPORTUNITIES: There is a huge upside in the domestic market due to continuous shift from glass to plastic. The ratio of glass to plastic in lndia is 65:35 as compared to 10:90 in the rest of .the world. Moreover, increased awareness and spending capacity of an average Indian is on the rise which will hopefully result in increased buying.

There is a huge demand for progressive lenses. The Company needs to tap into this market with good designs and aggressive marketing. The company plans to introduce free forming lenses as an addendum to the casting progressives. Free forming lenses gives the Company an edge in the number of designs that we could offer.

The demand for lenses with high refractive index of 1.6 and 1.67 is picking up in the domestic market. The Company plans to capitalize on this demand.

The Company plans to launch polarizing lenses for the high-end segment and the youth with good realizations.

The company is looking forward to further tolling contracts with some major customers, to ensure a steady capacity utilization and buffer against possible uncertainties at the Market place. THREATS,-RISKS AND CONCERNS: Aggressive competition from major international brands and chinese products will continue to be the main challenge facing the Company.

Photochromatic lenses from leading m~~ltinationals are the largest threat to our brand due to the perception gaining ground in many markets about the relatively product performance. Due to this reason, the Company is seeing a fall in photochromatic lens shipments. The Company needs to quickly strategize on casting an alternative photo chromatic lens to fill this increasing void, as our company is largely dependent on photochromatic lenses to drive the bottom lines and any sudden fall in this segment could severely impact the Company.

MATERIAL DEVELOPMENTS IN HRIINDUSTRIAL RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED: Your Company believes that the quality of its employees is the key to its success. It is conimitted to providi~ig necessary human resource development and training opportunities to equip them with necessary skills, which enables them to adapt to contemporary technological advancements.

TECHTRAN POLYLENSES LTD. c i s (100% EOUl

En~ployee relations during the year continued to be cordial and your company is committed to maintaining good relations.

INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY: The Company has an extensive system of internal controls to ensure that all of its assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded and reported correctly.

The Company is aimed at implementing an internal control system that is geared towards achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws and regulations.

CAU'rIONARY STATEMENT: Statements in the management's discussion and analysis report, which seek to describe the company's objectives, projections, estimates, expectations or predictions may be considered to be "forward looking statements" and are stated as required by applicable laws and regulations. Actual results could differ from those expressed or implied. Many factors including global and domestic demand-supply conditions, prices, raw-materials availability, technological changes, changes in government regulations and policies, tax laws and otlier statutes may affect the actual results, which can be different from what the Directors' envisage in terms of future performance and outlook.




ANNEXURE - 2

Statement pursuant to exemption under Section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies (see in page 56 statement uls 212(8))

ANNEXURE - 3

ANNEXURE TO THE DIRECTORS' REPORT UNDER SECTION 217(1)(e) OF THE COMPANIESACT, 1956AND UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

1. CONSERVATION OF ENERGY::

(a) Energy conservation measures taken. The Company continues to implement various programs taken up in the previous years such as ( I ) power factor improvement (2) auto start of DG Set (3) solar hot water system and recycling of effluent water, etc. The company has installed Solar Hot Water Panels at the new subsidiary facility to meet the hot water requirements and reduce power consumption. In- prov vised and comfortable air cooling with water


sprays, instead of power intensive air conditioning is installed at the new office building. The old Central A.C. Plant is taken out of service and replaced with energy efficient, decentralized package units.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

The company does not propose at this time any additional investments for reduction of power consumption.

(c ) Impact of the measures at (a) ' (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Company has been saving considerable power and fuel costs with the measures as above, and is continuing its efforts further.

(d) Total energy consumption and energy co~isurr~ption per unit of production: DETAILS OF CONSERVA'I'ION OF ENERGY, POWER AND FUEL CONSUMPTION ELECTRICITY:

(i) Electricity : Purchased units Total amount Rate per Unit

(ii) AP Gas Power Corporation Purchased units Total amount Rate per Unit

(iii) Own Generation Diesel Generation Units - Total amount Rate per Unit

I. 'TECHNOLOGY ABSORPTION: a. RESEARCH AND DEVELOPMENT:

3,41,888 Rs.32.48 Lakhs Rs.9.50

16,73,373.1 Rs.40.75 Lakhs Rs.2.43

3,43,320 Rs.62.46 Lakhs Rs.18.19

I. Specific areas in which R&D carried out by the company: 1.67 index (MR-8) lens casting. Polarized Lens Casting. Tiara (Super Hydro Phobic) coating. Broader range of Sunsesnors products. Study and design in house balancing systems to increase plant capacity.

2. Benefits derived as a result of the above R&D

The efforts helped the company to remain in business on a corr~petitive basis, with continuous improvement and climb up value chain.

TECHTRAN POLYLENSES LTD. (100% EDUl

3. Future plan of action

Continue the efforts on ongoing business 1 process up-gradation and cost reduction programs.

b. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Technologies imported from Italy and U.S.A has been fully absorbed and the company's productior~ rate has exceeded the design criteria of tlie plant. The quality and yields of lenses are corrlparable to the World Leaders in the Industry. The Indian Technicians are fully trained in all operations. The company has developed several products such as Kryptop Bi-Focal, Lenticulars, Blended Kryptop, super thin flat curve lenses, Finish Progressives, Cylindrical Finish Bi-Focals etc. The Hard Coating Plant was redesigned and modified to produce quality product. The polymerisation cycles are developed to reduce the pre-release and other process losses. Adoption of Sunsensors manufacturing process and IPP production etc., have been successful. Re-building and upgrading of the imported equipment is being done. The new multi coating know-how is fully absorbed and producing premium quality products. lntroduced the HPM Photchromic lenses. Developed the Tiara, Super hydrophobic coating for AR Coated lenses. With the assistance of Mitsui chemicals Japan, the casting of I .6 index lenses is established. lntroduced the centered short corridor progressives in S~_rnsenssors, 1.56 lens materials.

2. FOREIGN EXCHANGE EARNEDAND USED: (a) Activities relating to exports ; Initiatives taken to increase exports;

Development of new markets for products and services; and Exports plans, Company is a 100" EOU. Plastic Ophthalmic Lenses are sold in bulk in International Markets constituting about 60.39" of net turnover and the remaining in Domestic Markets. Our own brand 'VARTEK' (Progressives), SUN 'N' LlTE etc, are getting popular in markets. New Brands and new products are being i~itroduced forbetter value addition, as an ongoing process, from time to time. Strategic market tie-ups in Middle East, Africa and South America are being pursued.

(b) The company has earned Rs.199.07 Millions (FOB Value) in Foreign Exchange and used Rs.104.07 Millions. This amount includes Foreign Exchange used for import of Raw Materials, Stores ' Spares and payment for Foreign Travel, trade fairs etc.


E.Ranga Kumar Who le-time Director


TECHTRAN POLYLENSES LTD. a s (100% EOU)

ANNEXURE -4

REPORT ON CORPORATE GOVERNANCE FORTHEYEAR ENDED MARCH 31,2013

Corporate Governance is based on the principles of Integrity, Fairness, Equity, Transparency, Accountability and Commitment to Values. Good governance practice stem from the culture and mindset of the organization. As stakeholders across the globe evince keen interest in the practices and performance of companies, Corporate Governance has emerged on the center stage. Keeping in view the Company's Corporate Traditions, it endeavours to implement the Best Corporate Governance practices by adhering to the well-defined Policy framework.

The Company continuously reviews its policies and practices of Corporate Governance with a clear goal not merely to comply with statutory requirements in letter and spirit but also to implement the best international practices of Corporate Governance, in the overall interest of all the stakeholders. The Company recognizes that Good Corporate Governance is a continuing exercise and reiterates its commitment to pursue the highest standards of Corporate Governance in the overall interest of all the stakeholders.

The Company's Governance framework is based on the following main principles:

Constitution of a Board of Directors of appropriate corr~position, size and corr~mitment to discharge its responsibilities and duties. Ensuring timely flow of information to the Board and its Committees to enable them to discharge their functions effectively. Independent verification and safeguarding integrity of the Company's financial reporting. Asound system of Risk Management and Internal Control. Timely and balanced disclosure of material information concerning the Company to its stakeholders. Transparency and Accountability. Compliance with the applicable Laws and Regulations. Fair and equitable treatment of its Employees, Customers, Shareholders, Investors and Other stakeholders.

In accordance with Clause 49 of the Listing Agreement with the Stock Exchange (Clause 49) and some of the best practices followed internationally on Corporate Governance, a report containing the details of governance systems and processes at TECHTRAhl POLYLENSES LIMITED'S is as under:

1. TECHTRAN POLYLENSES I-IMITED'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company's philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations, and in all interactions with its stakeholders including shareholders, employees, lenders, Government and society at large.

The Company is committed to achieve and maintain the highest international standards of Corporate Governance. The Company believes that all its actions must serve the underlying goal of enhancing shareholder value over a sustained period of time.

TECHTRAN POLYLENSES LTD. c i s 2. BOARD OF DIRECTORS - COMPOSITION OF THE BOARD

As on 31st March, 2013, the Board of Directors consists of 6 Directors viz., One Non Executive Chairman ' Promoter Director, Four Non-Executive lndependent Directors and One Whole-Time Director. The Composition of the Board is in conformity with Clause 49 of the Listing Agreement being, 50% of the Board comprising of lndependent Directors.

The routine affairs of the Company are managed by the Whole-Time Director. The Board approves reviews and oversees the functions of the Management to ensure that the Long- term objective of maximizing profits and enhancing stakeholders' value to achieve.

The brief profile of your Company's Board of Directors is as under:

A. DR. JAYARAM CHIGURUPATI : Non Executive Chairman

Dr. Jayaram, Executive Vice President of Emerging Businesses (Biotechnology, Oncology and Diagnostics) and International Branded Formulations Marketing at Dr Reddy's (RDY) has been instrumental in establishing Dr Reddy's presence in many emerging markets of the world. He was also the Managing Director of Zenovus Biotech (a wholly owned subsidiary of Dr. Reddy's).

Dr. CI-~igurupati served as an Executive Vice President In charge of Emerging Businesses (Biotechnology, Oncology and Diagnostics) and International Branded Formulations Marketing at Dr. Reddy's Laboratories Ltd. from 2000 to April 3,2003. He was instr~~mental in establishing Dr. Reddy's presence in many emerging markets of the world. He served as the Managing Director of Zenovus Biotech (a wholly owned subsidiary of Dr. Reddy's).

He has been the Chairman of the Board at Techtran Polylenses Ltd. since December 7,2010. Dr. Chigurupati served as Chairman of the Board of Zenotech Laboratories Limited until January 31,2008. He serves as a Managing Director at Zenotech. Dr. Chigurupati has a Master of Science degree in Life Sciences and a Ph.D. in Biochemical Genetics in 1988 from the University of Hyderabad and a Masters in Business Administration from Cornell University in 1994.

Shareholding in the Company: NIL

B. SRI. K.HARISHCHANDRA PRASAD: Non - Executive Independent Director

Mr.K.Harishchandra Prasad was born in 1952 and did his B.Tech (Chemical Technology) from Madras University, Chennai, India and MS (Chemical Engineering) from Washington University, St.Louis, USA and also M.B.A. (Special Emphasis on Finance) from St.Louis University, St.Louis, USA. He is the Managing Director of MI s.Lakshmi Finance ' Industrial Corporation Ltd., Hyderabad from 1985 onwards. Prior to current position, he had 7 years of experience in the manufacturing industries of USA. He is on the Board of several companies and was the past President of


FAPCI, Hyderabad. He has been on the Board of Techtran Polylenses Ltd., since December, 201 0.


C. DR. T V KRISHNA RAO : Non - Executive lndependent Director

Dr T V Krishna Rao was born in Is' January 1931. He did his MBBS, DL0 and MS from Alidhra Medical College Guntur. He was Famous E N T Specialist in Hyderabad and Founder President of a popular Iliter~iational Social Welfare Orgarlization of Secunderabad (Local Branch) and did commendable social work, specially for ,the Home for the Aged.

Actively associated with the Association of Otolaryngologists of lndia Hyderabad and Andhra Pradesh Branches for the last 25 years. Conducted many workshops, CME programmes and conferences with faculty both from our Country and many Countries abroad. These programmes have immensely helped both the junior and Serlior Colleagues in the specialty to improve their knowledge and expertise. Actively associated with the Association of Otolaryngologists of lndia Hyderabad and Andhra Pradesh Branches in organizing Free Ear, Nose and Throat Camps in Rural Areas of Andhra Pradesh to diagnose E.N.T., ailments (Deafness and Cancer Diseases) and treat them. 'This also involves distributing Health Literature on E.N.T., ailments (Deafness and Cancer Diseases) and their prevention, and familiarizes the people living in Villages about the various diseases. He joined the Board of Techtran Polylenses Ltd., in December, 201 0.


D. DR. DENlS BROUN : Non - Executive lndependent Director

Dr. Denis Broun obtained his Masters in Biomathematics (1 977) and Medical Doctor Degree (1 981) from the University of Paris. He then specialized in Tropical Medicine from lnstitute Leon Mob, University of Paris, 1982. He is also Diploma cum magna laude of the Paris lnstitute of Political Sciences, 1984.

Denis Broun is presently the UNAIDS Regional Director for Europe and Central Asia. He earlier assignment was UNAIDS Country Coordinator, India. He has an extensive background in donor coordination and more than 15 years of experience in public health. His previous positions as Program Manager and then as Director of Department of Resource Mobilization at WHO (1 998 to 2000), Chief of Health and Special Advisor to the Executive Director at UNICEF (1996 and 1998), Health Financing Specialist and Senior Health Specialist at the World Bank (1991 and 1996) have involved inter- agency corrl munication and coordiliation in fields rangilig from infectious diseases to child health. Dr. Broun has also managed all aspects of health policy planning and development. He has extensive experience in project design and management.

Dr. Broun has particular expertise in publiclprivate partnerships and private sector collaboration, donor coordination, and has extensive international experience. He joined the Board of Techtran Polylenses Ltd., in December, 2010.

TECHTRAN POLYLENSES LTD. a (IOU% EOUl


E. M R.HEMANG HARISH RAJA : Non - Executive Independent Director

Mr. Hemang Harish Raja was born on 14th August, 1958. He did his graduation in commerce from University of Bom bay in the year 1 979. He did his MBA from Abilene Christian University (Now 'Amber University') Dallas and Advanced Management Programme (AMP) from Oxford U.K in 1997.

He has 30 years of experience in the field of finance, encompassing various aspects fund based, investment Banking ' Capital Markets and Private Equity.

He worked as Country Advisor - India to Asia Growth Capital Advisors (AGCA) from August, 2010 till appointment of Director of the company. He previously worked as Head of India Operations from Sep, 2006 to March, 2007 with Ritchie Capital Management, LLC USA.

He worked as Managing Director and CEO of IL ' FS Investsmart Limited (1IL)Group from May, 1990 to August 2006.

He Joined as Management Trainee in Blue Star Limited in 1983 and the last assignment he handled was as Finance Manager of Yokogawa Blue Star Ltd., a joint venture company promoted by Yokogawa Electric Corporation, Japan and Blue Star Limited.

He was a visiting faculty at Indian Institute of Management (IIM) at Calcutta and Balgalore. He has presented several papers in international and domestic fora on project financing, various sectors of infrastructure projects and corporate finance.


F. SRI. RANGA KUMAR EYUN Nl : Whole-Time Director & CEO

Ra~iga Kumar Eyunni is have extensive experience in the fields of Marketing, Logistics, Sales, Administration, Project Management and Overall Management of a Company, Thorough Knowledge of r~~nning a Hi-Tech Manufacturing facility, in depth Knowledge of the Optical Storage Media Industry, Excellent communication skills, Dynamic leader and team builder, consistently motivating others towards quality and success. Have developed very good contacts with the various Governmental agencies so vital for the success of an enterprise in India. He joined the Board of Techtran Polylenses Ltd., in March, 2011.


BOARD MEETINGS, ITS COMMITTEE MEETINGS AND PROCEDURES: INSTITUTIONALIZED DECISION MAKING PROCESS:

With a view to institutionalize corporate affairs and set up systems and procedures for advance plarlrling for matters requiring discussionsldecisions by the Board, the Company has defined Guidelines for the meeting of the Board and the Committee thereof. These Guidelines seek to systematize the decision-making process at the meeting of the BoardICommittees in an informed and efficient manner.

TECHTRAN POLYLENSES LTD. a A. SCHEDULING AND SELECTION OF AGENDA ITEMS FOR BOARD MEETINGS:

(i) Minimum four Board Meetings are held every year, which are prescheduled. Apart from the above, additional Board Meetings are convened by giving appropriate notice to address ,the specific needs of the Company. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

(ii) All departments of the Company are encouraged to plan their functions well in advance, particularly with regard to matters requiring discussion /approval/ decision at the Board 1 Corrlmittee nieetings.

(iii) The Information placed before the Board includes: Business plans, capital budgets and any updates. Quarterly results of the Company. Minutes of the Meetings of the Audit Conirnittee and other Committees of the Board, and also resolutiorl passed by circulation The information on recruitment and the remuneration of senior officers. Materially iniportant show cause, demand, prosecution and penalty notices. Delegation of administrative powers/ authority to the management. The information on financial obligation and disciplinary action. Any issue, which involves possible public liability claims of substantial nature, including any judgment or order / strictures passed on the conduct of the Company or any adverse view etc. Enterprise that may have negative implications on the Company.Significant employees' problems and their posed solutions. Any significant development in Human Resources. Compliance of regulatory, statutory or listing requirements and shareholders services. Major Accounting provisions. Quarterly summary of all long term borrowings made, bank guarantees issued and investments made. Status of the business risk exposures, its management and its related action plans. Making investments of surplus funds. Proposals for investnient, mergers and acquisitions. Recorrlmendation / declaration of dividend. General notices of interest of Directors. Terms of reference of Board Committees.

The Chairman of the Board and the Corr~pliance Officer in consultation with the management, finalize the agenda papers for the Board Meetings.

A. Board Material: In the defined formats Agenda and Notes on Agenda are circulated to the Directors in advance. All material information is incorporated in the Agenda papers for facilitating meaningful and focused discussions at the meeting. Where any document to the Agenda are not attached the same is tabled before the meeting with specific reference in theagenda. In special and exceptional circumstances, additional or supplementary item(s) on the Agenda are added on permission.

TECHTRAN POLYLENSES LTD. cs (100% EOUl

B. Recording Minutes of proceedings at Board and Committee meetings: Draft minutes are circulated to all the Members of theBoard /Committee for their comments. The final minutes are entered in the Minutes book within 30 days from the conclusion of the meeting.

C. Post Meeting Follow-up Mechanism: The Guidelines for the Board and the Committee Meetings facilitate in effective post meeting follow-up, review and reporting process for the decision taken by the Board and the Committees thereof. Action Taken Report / appraisal on the decisions and minutes of the previous nieeting of the Board /Committee is put for noting before the Board/ Committee.

D. Compliance: The Compliance Officer while preparing the Agenda, Notes on Agenda, Minutes etc.of .the Meeting (s), is responsible for and is required to ensure adherence to all the applicable laws and regulations including the CompaniesAct, 1956 read with the Rules issued there under and the Secretarial Standards recommended by the Institute of Company Secretaries of India.

3. AmENDANCE OF DIRECTORS OF BOARD MEETINGSAND NUMBEROF OTHER DIRECTORSHIP(S) AND CHAIRMANSHIP(S)IMEMBERSHIP(S) OF COMMITTEES OF EACH DIRECTOR IN VARIOUS COMPANIES :

Above information as on 31" March, 201 3 or for the year 2012-201 3, as applicable, is tabulated hereunder: Name of the Director

Shri.K.Harishchandra Prasad

Dr.T.V.Krishna Rao

Dr.Pradeep Swarup* ( Resigned w.e.f 12.02.201 3) Dr.Jayaram Chigurupat

Dr.Denis Broun

Shri.E.Ranga Kumar

Shri.Hemang Harish Raja (Appointed w.e.' 12.02.201 3)

Category

Non Executive ' Independent

Non Executive ' lndependent


Non Executive ' Promoter Category


Whole Time Director


Attendance at Meetings

during 2012-13

No.of other

Directorship(s)* Held as on

31.03.2013

8

1

1

5

0

0

1

Board Meetings

5

5

2

2

1

5

0

Preevious AGM

Present

Present

Present

Present

Not Present

Present

Not Present

No.of Membership(s)/

Chairmanship(s) Committees of

other

Member- s h i p ( ~ )

8

1

1

5

0

0

1

companies

Chairman ships

2

0

0

2

0

0

0


*The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships of Foreign Companies, Section 25 Companies and Private Limited Corn panies.

** Represents Membership(s) 1 Chairmanship(s) of the Audit Corr~rnittees and Shareholders I Investor Grievance Comrr~ittees other than Techtran Polylenses Limited and of other Companies.

2. NUMBEROF BOARD MEETINGS HELDAND THE DATES ON WHICH HELD:

Total Five Board Meetings were held during the year. The Company has held at least one Board Meeting in every three months and the maximum time gap between any two meetings was not more than four months. The details of the Board Meetings are as under:

I. BOARD COMMITTEE: Details of the committees of the Board and other related information as provided hereunder:

A. ALIDIT COMMITTEE : The role and powers of the Audit committee are as per the guideline of clause 49

set out in the Listing Agreement with the Stock Exchange. The comrr~ittee also acts as a link between the statutory and internal auditors and the Board of Directors. The Corr~rr~ittee meets the statutory auditors periodically and reviews the financial statements, Annual financial statements, Auditors Report thereon and discusses their findings and suggestions and seeks clarifications thereon. The comrr~ittee reviews the management and the financial statements before submitting the report to the Board.

%No. 1.

2.

3.

4.

5.

The Audit committee comprises of the following Non Executive and Independent Directors:

Date 30th June, 2012

14th Auqust, 201 2

gth November, 201 2

1 2th February, 201 3

gth March, 2013

Board Strength 6

6 6

6

6

1. Shri.Harishchandra Praaad Kanuri Chairman 2. Dr.T.V.Krishna Rao Member 3. Dr.Pradeep Swarup Member upto 12.02.201 3 4. Shri.Hemang Harish Raja Member w.e.f 12.02.201 3

No.of Directors Present 4

5

4

3

4

The dates on which the Audit Committee Meetings were held and the attendance of the Members at the said Meting are as under :

TECHTRAN POLYLENSES LTD. G s

The statutory Auditor was present in all the meetings. Chairman and Whole-time Director were also invited to attend the Meetings.

SI.No

1

2

3

4

6. REMUNERATION COMMITTEE: The Remuneration Conimittee recommends the Company policy on all elements of

remuneration of all ,the Directors i.e Salary, Benefits, Bonus, Stock Options,pension, performance linked incentives, service contracts, Notice period, and Severance fee.

The Remuneration Committee comprises of the following members:

Dates on which Meeting Audit Committee was held

30m June, 2012

14m August,201 2

9thNovember,2012

1 2th February, 201 3

1. Dr.Pradeep Swarup - Chairman upto 12.02.201 3 2. Shri.Hemaqg Harish Raja - Chairman w.e.f 12.02.201 3 3. Dr.T.V. Krislina Rao - Director 4. SI-1ri.Harishchandra Prasad Kanuri - Director

No Committee meeting was held during the year.

Attendance at the Meetings

REMUNERATION POLICYAND REMUNERATION OF DIRECTORS: Subject to the recommendation of Remuneration Committee and approval of the

Board and of the Company in General Meeting and such other approvals as may be necessary, the Managing /Executive Directors are paid remuneration as per the Agreements entered into between them and the Company. The remuneration structure of the Managing1 Executive Directors comprises of salary, commission, performance incentives, perquisites and allowances, contribution to Provident Fund and Gratuity. The details of salary, commission and perquisites (including contribution to Provident Fund/Superannuation Fund) paidlpayable for the financial year ended March 31" 201 3 to them is as under.

Shri.Harishchandra

Attended

Attended

Attended

Attended

The Non-Executive Directors do not draw any remuneration from the Company except Sitting Fees of Rs 20,0001- per meeting of the Board and Committees. The total amount of sitting fees paid during the year is Rs. 3,30,000/-

Dr.T.V.Krishna Dr.Pradeep

Name ' Designation

Salary

TOTAL

Attended

Attended

Attended

Attended

Sri.E.Ranga KumarWhole-time Director

Rs.2,50,000/= P.M

Rs.2,50,000/= P.M

Attended

Attended

Not Present

Resigned

TECHTRAN POLYLENSES LTD. (100% EOUl

(C) SHARE TRANSFERllNVESTOR GRIEVANCE COMMITTEE: The Share Transferllnvestor Grievance Committee comprises of the following members:

Dr.T.V.Krishna Rao Sri.K.Harishchandra Prasad Dr.Pradeep Swarup - upto 12.02.201 3 Shri.Hemarlg Harish Raja - w.e.f 12.02.201 3

All complaints have been resolved and there are no outstanding corr~plaints as on 31 st March 201 3. No. of Shares pending for transfer-Nil

D) NAME AND DESIGNATION OFTHE COMPLIANCE OFFICER: Deepak Pandey - Company Secretary (Resigned w.e.f. 03.06.2013)

Number of Complaints redressed.

00

00

0 1

I

Nature of Corr~plaints

Change of address

Miscellaneous Enquiry

Non-receipt of Annual Reports

TOTAL

I. GENERAL BODY MEETINGS :

Number of cornplaints received

00

00

01

I

DETAILS OF THE LAST THREE ANNUAL GENERAL MEETINGS OF THE COMPANY AREAS UNDER:

Year 2011-2012

2010-201 1

2009-2010

Date 26th September,2012

27th June, 2011

27l" Sept, 201 0

Venue FAPCCI, Federation House, Surana Udyog Auditorium, 11-6-84, Red Hills, Hyderabad.

Sri Anupama The Royal, Padmavathi Towers, .H.9, Nizampet " X Roads, Kukatpally, Hyderabad.

Sri Sagi Kamakrislinam Kaju Community Hall, Madhura Nagar, Hyderabad.

Tinie 03.30 P.M

03.30 P.M

10.00AM

TECHTRAN POLYLENSES LTD. 653 SPECIAL RESOLUTION PASSED IN THE PREVIOUS THREEAGMS:

Year Special Resolution passed

2009-10 No Special Resolution was passed.

2010-11 Special Resolution was passed for seeking members approval for :

a. Employees Stock Option Scheme b. Appointment and Reml-meration to Sri. E. Ranga Kumar- Whole Time Director. c. Alteration of Articles of Association. d. Preferential of Issue of share Warrants.

2011-2012 No Special Resolution was passed.

SPECIAL RESOLUTIONS REQUIRING A POSTAL BALLOT

No special resolution was passed requiring members approval through Postal Ballot

2. DISCLOSURES:

A. Disclosures on materially, significant Related Party transactions: The required disclosures of related party transactions as per the applicable Accounting Standards are disclosed in the Notes to the Accounts. There are no transactions of material nature with the related parties, which may have potential conflict with 'the interest of the Company at large except transactions with Subsidiaries and Remuneration to Whole Tme Director.

B. Details of non-con-~pliance by the Company, penalties, strictures imposed on the Corr~pany by the Stock Exchange or SEBl or any StatutoryAuthority, on any niatter related to capital markets, during the last three years : NIL

C. The Company has always encouraged and supported ethical business practices in personal and corporate behavior by its Directors and employees. The Company has framed a specific Code of Conduct for the members of the Board of Directors and Senior persor~nel Management Persor~nel of the Company, in addition to that a special Code of Conduct for dealing in equity shares and other listed securities of the corrlpany is also in place.

D. Adoption of non-mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.

3. NON-MANDATORY REQUIREMENTS:

A. THE BOARD: There is no formal policy in the Company for determining the tenure of independent Directors.

B. SHAREHOLDERS RIGHTS: Quarterly, Half Yearly Financial Results including summary of the significant events are sent to the Exchange for proper disclosl- re to investors.

TECHTRAN POLYLENSES LTD. cis C. AUDIT QUALIFICATIONS:

There is no Audit Qualification. Every endeavor is made to make the financial Statements without qualification.

D. TRAINING OF BOARD MEMBERS: Considering the nature and risk profile of the business of the Company vis-a- vis professional standinglbusiness experience of the Board Members are eminently competent to discharge their duties.

E. MECHANISM FOR EVALUATING NON-EXECUTIVE BOARD MEMBERS: There is no policy framed for evaluation of non-executive Directors.

F. WHISTLE BLOWER POLICY: The Company promotes ethical behavior in all its business activities and has put in place mechanism for reporting illegal or unethical behavior. Employee may report violations of law, rules, regulations or unethical conduct to their immediate supervisor / notified person. Adequate caution is exercised in this respect.

4. MEANS OF COMMUNICATION: The Un-Audited QuarterlyIHalf Yeal-ly results are announced within forty five days from the end of the quarterlhalf year and the audited annual results within 2 months from the end of the last quarter as stipulated under the Listing Agreement with 'the Stock Exchange for the Financial Year 2012-1 3.

5. GENERAL SHAREHOLDER INFORMATION: Company Registration Details The Company is registered in the State of And hra Pradesh, India. The Corporate Identity Nurr~ber (CIN) allotted to the Company by Mir~istry of Corporate Affairs(MCA) is L26109AP1987PLC007306.

Annual General Meeting Thursday, 4th July, 2013 at 2.00 P.M at Surana Udyog Auditorium, The Federation of A.P Chamber of Commerce and Industry (Federation House), 11-6-841, Red Hills, Hyderabad - 500 004.

Date of Book Closi~re The Register of members and Transfer Books of the Company will be closed from June 27, 2013 to July 03,2013 (both days inclusive).

Management discussion and Analysis Report.

Industry structure and developments, opportunities and threats, segment-wise or product- wise performance, outlook, risks and concerns of the company and discussion on financial performance with respect to the operational performance, has been covered in the Directors' Report more specifically under the Annexure - 1.

FINANCIAL CALENDAR : 201 3- 2014 (TENTATIVE) Results for the quarter ending: June 30,2013 - July, 2013 Results for the quarter ending: September 30,201 3 - October, 201 3 Results for the quarter ending: December 31,2013 - January, 2014 Results for the year ending : March 31, 2014 - June, 2014

TECHTRAN POLYLENSES LTD. 6s (IWY EOU)

LISTING ON STOCK EXCHANGES AND STOCK CODE

Market Price Data

The closing market price of the equity shares as on 31 st March, 201 3 was Rs. 16.75 I- on BSE

The monthly movement of the equity share price during the year on BSE are summarized here in below:

Name of Stock Exchange

The Bombay Stock Exchange Limited

Ad dress

Phiroze Jeejeebhoy Towers, Dlala Street, fort, Mumbai - 400 001

Stock Code

523455

S H A R E P R I C E / B S E ( S E N S E X ) M O N T H L Y C L O S I N G

"," " p-w-A---. "-

lSlN No.

INE020C01016

L O W

1 0 . 0 0 *----*- ------*-%~---

No of S haresTraded 84233

351 061

85022

40098

81 866

1 72243

133813

52886

205579

77263

73369

72384

Month Apr-12

May-12

Jun-12

Jul-12

Aug-12

Sep l2

Oct-12

NOV-I 2

Dec-12

Jail-13

Feb-I 3

Mar-I 3

High (Rs) 23.95

29.5

26.3

25.5

25.5

24.9

25.4

24.85

25

26.85

24.95

23.95

Low (Rs) 18.6

20.55

21.65

19.25

19.35

20.05

22.5

21.55

21.4

19.95

19.9

16.45

TECHTRAN POLYLENSES LTD. CEiS l lW% POU)

REGISTRARAND SHARE TRANSFER AGENT : The Company has appointed MIS. CIL Securities Ltd., Regd Office:214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001 as its common agency (with effect from 31 .01.2003) for share registry work for physical as well as dematerialized form. Share transfers are registered and returned in the normal course within an average period of 15 days from the date of receipt, if the documents are clear in all respects. Requests for dematerialisation of shares are processed and confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 2 1 days.

The company obtains half yearly Certificate of Compliance with the Share Transfer formalities as required under clause 47 ( C ) of the Listing Agreement wi,th Stock exchanges from a Company Secretary in practice and the same is submitted to the Stock Exchanges within the period prescribed.

DISTRIBUTION OF SHAREHOLDING AS ON 3IST MARCH, 2013

Dematerialisation of shares and liquidity : 11839708 (83%) Equity shares of the Company have been dematerialized as on 31 st March, 201 3.

Outstanding GDR's I ADR's I Warrant or any convertible instruments, conversion date and likely impact on Equity:

No. of Shares FrornUp to 0 250

251 500

501 1,000

1001 2,000

2001 3,000

3001 4,000

4001 5,000

5001 10,000

I00001 14,280,000

The Company has not issued any of these instruments till date.

Secretarial Audit:

No. of Shares 1,169,325

495,404

441,145

405,264

228,963

1 64,370

238,047

495,720

10,641,762

14,280,000

Aqualified practicing Company Secretary carries out Secretarial Audit every quarter to reconcile the total issued and listed capital. The audit confirms that the total issuedlpaid up capital is in agreement with the aggregate total number of shares in physical form.

No. of Holders 10,822

1,220

512

252

89

45

50

72

90

13,152

" Held 8.19

3.47

3.09

2.84

1.60

1.15

1.67

3.47

74.52

I00

" Held 82.28

9.28

3.89

1.92

0.68

0.34

0.38

0.55

0.68

I00

TECHTRAN POLYLENSES LTD. cis' Plant Locations: The Con-~pany's plant is located at Bontliapally Village, Zir~naram Mandal, Meda k Dist A. P.

Address for correspondence : COMPANY REGISTERED OFFICE : "Techtran House" S-7, T.I.E. IDA, Balanagar, Hyderabad - 500 037

RTA : CIL Securities Ltd., Regd Office:214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001, Telephone Nos. 040-232031 551040-23202465,

E-mail for Investors: [email protected] and [email protected]/ [email protected]

On behalf of the Board of Techtran Polylenses Limited

Place: Hyderabad Date: 30.05.201 3


CERTIFICATION BY CHIEF EXECU'TIVE OFFICER (CEO)

I, E.Ranga Kumar, Chief Executive Officer of Techtran Polylenses Limited, to the best of my knowledge and belief, certify that :

1. I have reviewed the Balance Sheet and Profit and Loss Account consolidated and Standalone and all its schedules and Notes on Accounts, as well as the Cash Flow Statements and the Directors' Report;

2. Based on my knowledge and information, these statements do not contain any untrue statement of a material factlnature or omit to state a material fact that is necessary to make such statements, in the light of the circumstances under which such statements were made ;

3. Based on my knowledge and information, the financial statements, and other information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report, and are in compliance with the existing accounting standards and/ or applicable laws and regulations;

4. The company's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures for the company and I have evaluated and ensured the effectiveness of the company's disclosure, controls and procedures, for the period for which this report relates;

TECHTRAN POLYLENSES LTD. 6s (lW% EDUl

5. I have disclosed, based on my evaluation, wherever applicable, to the company's auditors and the Audit Corr~niittee of the conipany's Board of Directors (and persons performing the equivalent functions):

a) any significant deficiencies in the design and/or operation of internal controls, or any material weaknesses in internal controls observed from time to time.

b) any instances of significant fraud, that involves management or other employees who have a significant role in the company's internal controls ; and

c) whether or not there were significant changes in internal control and/or of accounting policies during the year.

6. I affirm that I have not denied any personnel, access to the Audit Committee of the company (in respect of matters involving alleged misconduct) and we have provided protection to "whistle blowers" from unfair termination and other unfair or prejudicial employment practices.

7. I further declare that all Board Members and Senior Managerial Personnel of Techtran Polylenses Ltd., have affirmed compliance with the Code of Conduct for the current year.

Place: Hyderabad Date: 30.05.201 3

E.RANGA KUMAR Chief Executive Officer

AUDITORS' REPORT ON CORPORATE GOVERNANCE

To The Board of Directors, Techtran Polylenses Limited Hyderabad

We have examined the compliance of conditions of Corporate Governance by Techtran Polylenses Limited for the year ended 31"' March, 2013 as stipulated in Clause 49 of the Listing Agreement of the said company with stock exchanges.

The compliance of condition of Corporate Governance is the responsibility of management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned listing agreement.

We state that in respect of investor grievances received during the year ended 31"' March, 201 3, no investor grievances are pending for a period exceeding one month against the Company

TECHTRAN POLYLENSES LTD. as' (100% EOUl

as per the records maintained by the Company. We further state that such corr~pliance is neither an assurance as to the future viability of ,the Cornpany nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M.Anandam & Co., Chartered Accountants

(Firm Regn. No. 000125S)

Place: Hydera bad Date: 30th May, 2013

INDEPENDENT AUDITORS' REPORT

M.R.Vikram Partner

M.No.021012

To the Members of Techtran Polylenses Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Techtran Polylenses Limited ("the Company"), which comprise the Balance Sheet as at 31"' March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards onAudi1:ing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial stateme~~ts, whether due to .fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the

TECHTRAN POLYLENSES LTD. G!?3 (1134% EOU)

financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentatio~i of the financial statements.

We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the in for ma ti or^ required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 3Ist IW arch, 20 13;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As reql~ired by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and expla~iations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of accol-~nt as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 21 1 of the CompaniesAct, 1956;

e) On the basis of written representations received from the directors as on March 31 ,201 3, and taken on record by the Board of Directors, none of the directors is disqualified as on 3Ist March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct, 1956.


(Firm Regn. No. 0001 25s)

Place: Hyderabad Date: 30th May, 2013

M.R.Vi kram Partner

M.No.021012

TECHTRAN POLYLENSES LTD. 6s (100% LOU1

Annexure to Independent Auditors' Report Re: Techtran Polylenses Limited Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

i. a. The company has maintained proper records showi~ig full particulars including quantitative details and situation of fixed assets.

b. According to the information and explanations given to us, the company has a phased programme of verification of fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its business.

c. The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

ii. a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Corr~pany has maintained proper records of its inventories. The discrepancies noticed on physical verification of inventories between the physical stocks and the book records are not material.

a. The company has granted an unsecured loan to one party covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is Rs.448.92 Lakhs and the balance outstanding is Rs.448.92 Lakhs as on balance sheet date. As informed by the management pending merger approval from Hon'ble High Court of Andhra Pradesh, there are no terms and conditions for repayment and interest are fixed for the said loan granted. b. The Company has not taken any loan during the year from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

In our opinion and according to the information and explanationsgiven to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

V. a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupeesfive lakhs in respect of any party during the year have been made at prices

TECHTRAN POLYLENSES LTD. c i s

vii.

viii.

ix.

xi.

xii.

xiii.

xiv.

which are reasonable having regard to the prevailing market prices at the relevant time.

The Company has not accepted any deposits from the public under section 58A' 58AA of the Companies Act, 1956, accordingly, clauses (vi) of the Companies (Auditor's Report) Order, 2003 are not applicable.

In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 201 1 prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained.

a. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales tax, custom duty, excise duty, cess and other statutory dues as applicable with the appropriates authorities.

b. According to the informati011 and explanations given to us, the corrlpany is not having any undisputed statutory dues like income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess as at 31"' March, 2013 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to IJS and records of the Company examined by us, there are no disputed statutory dues like sales tax, income tax, customs duty, excise duty, service tax and wealth tax, as at 31"' March, 201 3.

The company has no accumulated losses and it has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

In our opinion and according to the information and explanations given to us, the Compaliy has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

According to information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

In our opinion, the Conipany is not a chit fund or a nidhi I mutual benefit fundlsociety. Accordingly ,the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable tothe Company.

In our opinion and according to the information and explanation given to us, the Company is not dealing in shares, securities, debentures and other investments. Accordingly,

TECHTRAN POLYLENSES LTD. 1400% EOUI

the provisions of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, the Company has given corporate guarantee for loan taken by the subsidiary from banks or financial statements.

xvi. In our opinion and according to the information and explanation given to us, Term loans have been raised by the Company and have been utilized forthe purpose for which they were raised.

xvii. In our opinion and according to the information and explanation 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 investments.

xviii. According to information and explanation given to us, the Company has not made any preferential allotment of shares during the yearto parties or companies covered in the register maintained under Seci:ion 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year. Accordingly, clause (xix) of the Companies (Auditor's Report) Order, 2003 is not applicable.

xx. The Company has not raised any funds on public issue and hence disclosure on the end use of money raised by the public issue is not applicable to the Company.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.



Place: Hydera bad Date: 30th May, 2013

M.R.Vikram Partner

M.No.021012


Techtran Polylenses Ltd Balance Sheet as at 31st March, 2013

(Amount in Rupees)

I Particulars

(1) Shareholders' Funds (a) Share Capital (b) Reserves and Surplus (c) Money received against share warrants

(2) Non-Current Liabilities (a) Long term borrowings (b) Deferred tax liab~lities (Net)

(3) Current Liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short-term provisions

Total

II. ASSETS (1) Non-current assets

(a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress

(b) Non-current investments (c) Long term loans and advances

(2) Current assets (a) Inventories (b) Trade receivables (c) Cash and bank balances (d) Short-term loans and advances (e) Other current assets

Note 31st March, 2013

As per our report of even date

31st March, 2012

Total

For M. Anandam & Co., Chartered Accountants

I

499,514,256 1 469,106,555

M.R.VIKRAM Partner Membership No. 021012

Signif~cant Accounting Policies 1 1 I

K.HARISHCHANDRA PRASAD Director

For and on behalf of the Board

E.RANGA KUMAR Whole - Time Director


T.V. KRISHNA RAO Director

TECHTRAN POLYLENSES LTD. fl(iO% tPUl

Techtran Polylenses Ltd

Statement of Profit and Loss for the year ended 31st March, 2013

Particulars 1 INCOME

Revenue from operations

Other Income

ITotal Revenue I EXPENSES

Cost of Materials consumed

Changes in inventories

Employee benefits expense

Finance Cost

Depreciation

Other Expenses

Total Expenses

Profit /(Loss) before tax

Tax expense:

Current tax

Deferred tax

I~rofit/(loss) After Tax I

Earnings per equity share:

(1) Basic

( 2 ) Diluted

Significant Accounting Policies I As per our report of even date



(Amount in Rupees)



E.RANGA KUMAR Whole -Time Director



TECHTRAN POLYLENSES LTD. 1100% EOU,

As per o u r r e p o r t o f even d a t e

For M. Anandarn & Co., Chartered Accountants


M.R.VIKRAM Par tner M e m b e r s h i p N o . 0 2 1 0 1 2

K.HARISHCHANDRA PRASAD D i r e c t o r

Cash Flow Statement for the year

CASH FLOW FROM OPERATING ACTIVITES Prof~t/(Loss) before taxation Adjllstrnents for Sale of Fixed asset Depreciation Prior Period items Proposed Dividend Corporate DividendTax Interest Expense Other F~nance Charges Interest Received Operating Profit Before Working capital Changes Adjustments for (lncrease)/Decrease tn Trade and other receivables (Increase)/Decrease tn Loan and Advances (lncrease)/Decrease in Inventories increasej(0ecrease) in Trade Payables ncrease/(Decrease) in Other Current Liabilities Increase/(Decrease) in Provisions

Cash generated from operations Taxes Paid NET CASH FROM OPERATING ACTIVITIES (A) CASH FLOW FROM INVESTING ACTIVITIES IncreasejDecrease in Investments Purchase/lncrease in Fixed Assets and Capital WIP Sale of Fixed Assets Interest Received NET CASH FLOW FROM INVESTING ACTIVITIES (B) CASH FLOW FROM FINANCING ACTIVITIES Increase/(Decrease) in Share Capital Increase/(Decrease) in Short term borrowings Increase/(Decrease) in Long term borrowings Other Finance Charges Interest on Term Loans NET CASH FLOW FROM FINANCING ACTIVITIES (C) NET INCREASE IN CASH & CASH EQUIVALENTS (AtBtC) CASH AND CASH EQUIVALENTS AS ATTHE BEGINNING OFTHEYEAR CASH AND CASH EQUIVALENTS AS ATTHE END OFTHEYEAR

For and o n b e h a l f o f the Board

(Amount 31st

(391,556) 24,664,273

2,186,159 1,099,904

(8,112,165)

(51,242,187) (14,401,021) (27,866,978)

8,478,316 (2,685,025) 26,388,416

4,231,483 (38,229,255)

815,023 8,112,165

12,163,500 63,236,576 3,481,490

(1,099,904) (2,186,159)

E.RANGA KUMAR W h o l e - T i m e Di rec tor

ended 31st March, 2013 in RupeesJ March, 2012

49,430,120

19,446,615 68,876,736

(61,328,478) 7,548,258

7,548,258

(25,070,5841

75,595,503 58,073,176 49,473,582

107,546,758

Place: Hyderabad

Date : 3 0 t h May, 2 0 1 3

31st March,

11,888,150 (6,061,3443 (9,996,0001 (1,698,8211 4,317,939 1,223,307

(5,820,486)

(53,965,958) (40,194,3121

8,306,373 7,101,225

(3,595,4501 15,604,353

(17,216,596) (7,600,597)

5,820,486

(5,393,6781 1,459,399

(1,223,3071 (4,317,939)

T.V. KRISHNA RAO Direc tor

2013

31,815,732

(6,147,256) 25,668,477

(66,743,7701 (41,075,2931

4,889,060 (45,964,3531

(18,996,7071

(9,475,5251 (74,436,5851 107,546,758 33,110,174

TECHTRAN POLYLENSES LTD. ( I W ~ tau,

Techtran Polylenses Limited Note: 1 -Significant Accounting policies

a) Basis of Accounting The accounts are prepared on historical cost basis, as a going concern, and are consistent with generally accepted accounting principles. The company follows accrual system of accounting and is in accordance with the Accounting Standards referred to in sub- section (3c) of Section 211 of the Companies Act, 1956. b) Use o f Estimates In preparing the financial statements in conformity with accounting principles generally accepted in India, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods c) Fixed Assets Fixed Assets are stated at cost of acquisition less accumulated depreciation. The actual cost capitalized comprises of cost of acquisitions of the asset and other incidental expenditure incurred for acquiring the assets. The costs of fixed assets not ready for their intended use before balance sheet date are disclosed under capital work-in-progress d) Depreciation &Amortization Depreciation and Amortization on fixed assets is provided on straight-line method and at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956. e) Impairment of Assets As at each balance sheet date, the carrying amount of assets is tested for impairment so as to determine the provision for impairment loss if any required or the reversal, if any required of impairment of loss recognized in previous periods f) lnvestments lnvestments of long-term nature including interest in 100% subsidiary company are carried at cost less provision for permanent diminution in value of such investments, if any g) lnventories lnventories are valued at lower of cost and net realizable value except wastelscrap, which is valued at net realizable value. The basis of determining cost for various categories of inventories are as follows

1) Stores, spare parts, loose tools, raw materials and packing materials are valued at cost by using FIFO method 2) Work in Progress is valued at material cost plus appropriate share of production overheads

h) Revenue Recognition Sale of goods is recognized at the point of dispatch offinished goods to the customers. Sale is inclusive of excise duty, VAT and freight i) Foreign Currency transactions (i) Foreign Currency Liabilities incurred for the acquisition of Fixed Assets are translated at exchange rates prevailing on the last working day of the accounting year or forward cover rates, as applicable. The net variation arising out of the said translation and roll over charges, if any, are adjusted to the cost of fixed assets. Depreciation on the revised unamortised depreciable amount is provided prospectively over the residual life of the asset (ii) Other Foreign Currency Assets and Liabilities are similarly translated and the net losslgain arising out of such translation (after considering roll over charges, if any) is adjusted to the Profit and Loss Account except in case of doubtful assets, revaluation is not done from the year in which the asset is identified as doubtful j) Employee benefits: (i) Provident Fund: Employees get benefits from a provident fund, a defined contribution plan. The employer make monthly contributions to the plan @12% of the employee's basic salary and the same is administered through Regional Provident Fund Commissioner (ii) Leave Encashment :The employees of the company are entitled to leave encashment which is debited to profit and loss account on the basis of actuarial valuation. The company does not maintain any fund for the liability. (iii) Gratuity :The company provides for gratuity, a defined benefit plan covering all employees. The gratuity plan provides an amount at retirement or termination of employment based on the respective employees last drawn salary and the years of the employment with the company. Liability with regard to the gratuity plan is accrued based on actuarial valuation at the balance sheet date, carries out by an independent actuary. Actuarial gain or loss is recognized immediately in the statement of Profit' Loss as income or expense. The company has an employee's gratuity fund managed by the Life Insurance Corporation of India (LIC) k) Taxes on Income Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods I) tarnlngs per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the we~yllled dvaldyt: I I U I I I ~ ~ I ul aquily sl la~as uu ls la l~d i~~y C lu~ i~~y [Ile pe~lud. The welyliled avetaye riurtiber of equlty shares outstandlng during the per~od are adjusted tor events ot bonus issue and share split, if any. For the purpose of calculating diluted earnings per share, the net profitfor the year attributable to equity shareholders and the weighted average nurnber of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares m) Provision, Contingent Liabilities and Contingent Asset Provision6 involving eubctnntinl dogrcc of cctimation in monsurcmcnt arc rccoqnizcd when there is a present obliqation as a rejult of past event and it is probable that there will be an oufflow of resources. Contingent Assets are neither recognized nor disclosed in the financial statements. Provisions. Contingent Assets and Colitingent Liabilities are reviewed at each Balance Sheet date


Techtran Polylenses L td

~1.50.00.000 Equlty Shares of Rr.10 each 1 150,000,000 1 150,000,000 1

IISSUED. SUBSCRIBED PAID UP 1.42.80.000 Eguitv Shares of Rs 10 each (PY 1.42.80.000 Equlty Shares of Rs 10 each)

I 142,800,000 1 142,800,000

Note 2.1 -The Details o f Shareholders holding more than 5% sharer i n the company

Name o f the Shareholder

Credence Infrastructure Ltd RLP Securities Private Ltd

2.2 Reconciliation o f the number o f sharer

Note - 4 : Long Term Borrowings

Particulars I 31st March, 2013 1 3 l s t March, 2012

Particulars Number o f Shares at the beginning of the year

Add: Issued during the year Number o f shares at the end o f the year

Note - 3 : Resewel &Surplus

lsecured Loans - From Banks and Financial Institutions I I I

Particulars Securities Premium Reserve Opening balance Add: Amount received Closing balance

General Reserve

Surplus Opening balance Add : Nct profit trarlsferrcd from Statement o f P & L Less: Poposed divldend Less: Corporate dividend tax

Closing balance

l ~ e h i c l e Loans 1 3,812,803 1 2,353,404 1

31st March, 2013

31st March, 2013 14,280,000

14,280,000

4.1 The loans are secured by charge on the vehicles purchased and the rate of Interest on vehicle loans are as fallows

Number o f Shares

5,998,200

31st March, 2012

31st March. 2012 13,625,000

655.000 14,280.000

31st March, 2013

18,536.000

18,536,000

50,000,000

96,680,852 21,345,173 (9,996,000) (1,698,821)

106,331.204

l ~ a m e of the Bank I Rate of Interest I

% o f Share holding

42.00

Of

Shares 5,548,200

815,784

31zt March. 2012

14,868,000 3,668,000

18,536,000

50,000,000

62,523,080 34,157,772

96,680,852

lDBl Bank I 11.75% Tata Motors Flnance Ltd 7.15%

Share holding

38.85 5.71

IReliance Commercial Finance ! 7.19%1

4.2 Repayment Schedule

IClCl Bank 12.00%

Particulars

Matur i ty Profile

2014-151 2015-161 2016.171 2017-18 Vehicle loans I 1,259,864 1 1,297,3301 853,317 1 402,292

TECHTRAN POLYLENSES LTD. il000. EUUl


Note - 5 : Deferred Tax Liabilities (Net) (Amount in Rupees)

Particulars I 31st March, 2013 1 31st March, 2012

(Deferred Tax Liability (Opening) I 7,133,935 1 9,732,159

Depreciation

V R 5 Expenditure

Deferred Tax Asset

Employee Benefits

Depreciation

Note 7.1 Working capital Loan is taken f rom EXlM bank @ 5.489 % interest and the loan is secured by

creating pari passu first charge o n the present & future current assets of the company. The loan is also

secured by the personal guarantee given by Dr.Jayaram Chigurupati, Chairman o f the Company.

Note - 6 : Short Term Borrowings

Note - 7 : Trade Payables

Particulars I 3 l s t March, 2013 I 31st March, 2012

Dues t o micro and small enterprises I 542,181 1

Secured loans - Banks Working capital loan

I Other suppliers I 31,319,272 I 24,760,227 (

31st March, 2013

76,455,626

31st March, 2012

81,849,304

Note - 8 : Other Current Liabilities

Note - 9 : Short Term Provisions

Particulars I 31st March, 2013 I 31st March, 2012

Provision for Income Tax (net of advance tax) I 16,856,323 1 10,201.707

Particulars

Others Current maturities of long te rm debt (Note 4 above)

Expenses Payable For Statutory Dues

Duties &Taxes

Unclaimed Dividend*

Salaries & Wages Payable

Advance from Customers 1,318,921 1 670,836

31st March, 2013

664,906 13,495,231

1,015,931

4,935,381

1,361,737

2,129,398

24,921,505 1 28,516,955

*There are no amounts due t o be remitted t o Investor Education and Protection Fund ou t o f these amounts.

Gratuity Leave Encashment

Proposed dividend Corporate dividend Tax

Total

31st March, 2012

1,128,085

16,455,150

878,202

6,136,876

1,361,737

1,886,069

Note - 9.1: The Company has calculated provision for tax for the current year and for the previous year

without considering the financials of Hemarus Therapeutics Limited as the merger application is pending

before the Honourable High Court of Andhra Pradesh for approval. The Provision for tax will be reworked as and when the Hon'ble High Court o f Andhra Pradesh gives the approval fo r Merger by taking into

financials of Hemarus Theraoeutics Limited.

1,959,069 933,083

9,996,000 1,698,821

31,443,296

1,077,546

696,625

11,975,878

TECHTRAN POLYLENSES LIMITED

Note:lO FIXED ASSETS

PARTICULARS

Tangible Assets Land Buildings Plant & Equipment Glass Moulds Furniture &Fixtures

Offlce Equipment Transformer & Elect, Equlp Data Processing Equipment Vehicles Sub-total Intangible Assets

ERP Software Sub-total Total

Previous Year

AS AT 01.04.2012

6,398,873 58,459,312

335,225,974 20,840,859 7,282,471 4,344,174 6,073,731 3,522,246 9,968,387

452,116,027

1,400,000

1,400,000 453,516,027

419,523,689

GROSS ADDITIONS

200,119 3,354,642 1,409,988 1,036,973

651,097 207,007

3,017,154 9,876,980

771,036 771,036

10,648,016

35,181,836

AS AT 01.04.2012

21,173,101 309,448,844

2,211,755 5,935,646 3,840,656 3,205,714 2,964,345 3,778,899

352,558,960

227,562

227,562 352,786,522

328,888,281

(Amount in Rupees) BLOCK

DELETIONS

- -

-

- - - -

- - -

-

- -

1,189,498

FOR THE YEAR

1,955,910 3,418.079 3,618,408

225,348 185,202 868,709 293,366

1,023,252 11,588,274

299,876

299,876 11,888,150

24,664,273

NET AS AT

31.03.2013

6,398,873 35,530,420 29,625,987 16,420,684 3,071,543 1,031,990 2,650.405

993,825 8,183,390

103,907,117

- 1,643,598 1,643,598

105,550,715

100,729,505

AS AT 31.03.2013

6,398,873 58,659,431

338,580,616 22,250,847 8,319,444 4,344,174 6,724,828 3,729,253

12,985,541 461,993,007

2,171,036

2,171,036 464,164,043

453,516,027

BLOCK AS AT

31.03.2012

6,398,873 37,286,211 25,777,130 18,629,104

1,346,825 503,518

2,868,017 557,901

6,189,488 99,557,067

1,172,438

1,172,438 100,729,505

90,635,408

DEPRECIATION ADJUSTMENTS

(3,912,294)

(913,093) (713,674)

(522,283)

(6,061,344)

(6,061,344) -

DELETIONS

-

-

- -

- - - -

766,031

AS AT 31.03.2013

23,129,011 308,954,629

5,830,163 5,247,901 3,312,184 4,074,423 2,735,428 4,802,151

358,085,890

527,438 527,438

358,613,328

352,786,523

TECHTRAN POLYLENSES LTD. I l O O I EOU]

Techt ran Polylenses L t d

(Amount in Rupees) Note - 11 : Non Current lnvestments I Particulars I 31st March. 2013 I 3 l r t March ?Ol? 1 Long term - Unquoted lnvestments in Subsidiary Companies Techtran Opthalmics Pvt Ltd Current Year: 27,50,000 Equity Shares face value of Rs.lO/- each Previous Year: 27,50,000 Equity Shares face value of Rs.lO/- each

Techtran Optics Pvt Ltd Current Year: 99,999 Equity Shares face value of Rs.lO/- each Previous Year: 99,999 Equity Sharesface value of Rs.lO/- each

l~duance against Share capital in Techtran Lenses. INC USA

lnvestments in other Cornparlies Andhrapradesh Gas Power Corporation Ltd 1,04,000 Equity shares of Rs.10 each

Note - 12 : Lona Term Loans and Advances

1 Particulars I 31st March, 2013 I 31st March, 2012 I Unsecured. Considered Good : Deposits with Government Department Other Deposits Loans & Advances t o Related parties Advance toTechtran Optics Pvt Ltd (wholly owned subsidiary company) r

I~dvances to erstwhile Directors

Note 12.1 -Salary Advances of Rs.20.72 Lakhs represent the amounts due from the erstwhile directors pending full and final settlement

Packing Material Stores & Spares Work-In-Progress Finished Goods

Note - 13 : Inventories Particulars I 31st March, 2013 I 31st March, 2012

Raw Materials 4,793,654 ( 11,890,282

Less: Provision for Shortages 483,246 1 483,246 74,364,971 1 82,671,345


T e c h t r a n Po ly lenses Ltd

Others

Note - 14 :Trade Receivables (Amount in Rupees)

l ~ o u b t f u l Debts I 599,774 ( 599,774 1

Particulars Unsecured, Considered Good More than six months from the date they are due for payment

31st March, 2013

81,325,992

I~ess: Provision for Bad and Doubtful Debts

Note.14.1 -Trade receivable includes Rs 8,53,38,764 (Previous Year Rs 4.73,72,843) due from Techtran Ophthalmics Pvt Ltd, a Subisidary Company

31st March, 2012

40,356,506

Total

599,774

I

160,792,819 1 106,826,861

b) Other Bank balances

599,774

Note - 15 :Cash and Bank Balances

I

Particulars

a] Cash and cash equivalents Cash on hand Balance with banks in current &deposit accounts

Fixed Deposits

31st March, 2013

53,321 19,478,040

Total

Note - 17 : Other Current Assets

31st March, 2012

81,432 27,339,509

13,578,813 13,578,813

33,110,174 1 107,546,758

Note - 16 : Short Term Loans and Advances

80,125,817 80,125,817

Particulars Unsecured, Considered Good :

Tour Advances Advances to employees Advance to Hemarus Theraupatlcs Ltd Others CENVAT rece~vable Advances Advance t o Suppliers Prepald Expenses Total

l~ iscount receivable I 1,958,000 1 1,933,000 1 Particular5 I 31St M d t ~ h , 2013 I 3 1 b t M~ILII, 2012

Note 16 1 Th~s advance IS glven to Hemarus rherapeut~cs Ltd agalnst merger whlch 1s pendlng for approval from Hon'ble Hlgh Court of Andhra Pradesh.

31st March, 2013

27,016 1,199,029

44,891,871

156.099 217,483

2,753,679 748,541

49,993,718

Interest accrued and due

31st March, 2012

233,233

1,039,143 2,281,935

207,239 157,350

3,262,206 558,107

7,739,213

133,455 1 358,605

Interest accrued but not due 3,494,298 2,091,455 1 5,785,903

TECWTRAN POLYLENSES LTD.

Techtran Polylenses Ltd (Amount in Rupees)

Note - 18 : Revenue from operations Particulars 31st March, 20131 31st March, 20121

Sale of Products - Lenses Exports Domestic

Revenue from Operations (Gross] Less: Excise Duty

Revenue from Operations (Net)

Note - 19 : Other Income

10,402,596

Particulars

Rental Income Exchange fluctuation gain (Net) Misc Income Profit on saie of fixed assets

Total

9,689,292

31st March, 20131 31st March, 2012

Note - 20 : Cost of materials consumed

287,746,665 1 267,780,845

1,494,000

147,295

7,461,781

Particulars

Less: Discount on purchases

Packing materiais Total

Finished Goods Work-in-progress Sub Total (A)

Inventories (Closing) Finished Goods Work-in-progress Sub Total ( 0 )

Interest on deposits 1,494,000

10,655,939 260,559 391,556

20,914,218


Note - 2 1 : Changes in inventories 31st March, 201;

5,820,486 1 8,112,165

Raw materials I 101,736,834 1 103,452,935 (7,418,000) 94,318,834

5,318,821 99,637,655

Particulars

(1,933,000)

101,519,935 5,332,313

106,852,248

31st March, 2013 Inventories (Opening)

I I

Changes in Inventories

Note - 22 : Employee benefits expense

( Other borrowing costs 1,223,307 1 1,099,904 1

7,276,546 1 (30,397,958)

Particulars Salaries and wages Contribution to provident & other funds Managerial remuneration Staff welfare expenses

Note - 23 : Finance cost Particulars

31st March, 2013 53,273,001 7,447,918 3,000,000 3,631,315


31st March, 2012 49,092,734

5,017,501 3,000,000 3,157,461

Interest expense 4,317,939 1 2,186,159

TECHTRAN POLYLENSES LTD. 1100% EUU/


I Consumption of stores &spares I 12,716,528 1 14,457,686

Note - 24 : Other Expenses (Amount in Rupees)

Particulars

71,696,883 1 74,592,622 / * On account of excess depreciation claimed in earl~er years

31st March, 2013) 31st March, 201:

Power and fuel Trade Purchases

Repairs to buildings Insurance

Rates &Taxes Excise duty on Inventories

Foreign Exchange Loss (Net) Travelling expenses

Postage 5 telephone

Networking charges

Job work charges Other manufacturing expenses Sales & Distribution expenses Carriage Outwards

Auditors' remuneration Directors sitting fee

Bad debts written off

Prior period adjustment * M~scellaneous expenses

15,976,284 846,613

249,570 541,905

284,551 (802,357)

9,576,333 4,420,405

1,158,950

170,730 16,123,132

1,962,433

1,607,789 2,438,904

1,063,541 261,259

153,807

(6,061,344) 9,007,850

Tax Audit

Certification fee Service tax

Out of pocket expenses

Note - 25 : Payment t o auditor

Taxation Matters 50,000 1 1,063,541 1 680,845

Particulars 31st March, 20131 31st March, 2012 As Auditor I 500,000 1 350.000

Note - 26 : Details o f Raw material consumed

Other Materials

31st March, 2012 99,343,730

1,206,837

Particulars Monomer iPP/IPKF

8,872 1 969,368

Note - 27 : Value o f the Imports on C.1.F basis

31st March, 2013 101,736,834

1,479,598

~ o t a l l 103,225,304 1 101,519,935

Particulars

Currlpurtt.rll5 drld apdira Capital goods

Total


Note - 28 : Exenditure i n foreign currency

I,LLI1,1JJ

3,409,988 101,562,670

Particulars Professional charges Foreign Travel

Total

Raw Materials

lU, /4/ , Ib l 8,773,327

125,679,563

92,901,549 1 106,159,080

31st March, 2013

2,512,027 2,512,027

31st March, 2012 807,701

2,378,427 3,186,128

TECHTRAN POLYLENSES LTD. ilOO\ rou,

T e c h t r a n P o l y l e n s e s L td

lmported lndigenious Total

Note - 29 :Value o f the Raw materials and spare parts consumed and percentage (Amount i n Rupees) Particulars I 31st March, 20131 31st March, 2012

Raw Material 2013 I 2012

Spares and consumables Imported lndigenious Total

Note -31 : Contingent Liabilities

28.44.358 (37.36) 62.50.010 (62.64) 90,94,368 (100%)

Particulars i) Claims against the Company no t acknowledged as debt APCPDCL wheeling charges claim in Supreme Court ii) Guarantees

Corporate Guarantees given on behalf of Subsid~ary Companies

54.00.896 (55.88) 90.56.790 (44.12)

1.44.57.686 (100%)

Note - 32: Employee Benefits: (Disclosed as per AS 15) a) Gratuity The Company operates post retirement gratuity plans w i th LIC, the details o f post retirement benefit gratuity plans are as follows:

I I c) Assets recognized in the Balance Sheet Present v a l ~ c of obltgetnons a, at the end of year 1 9,369,7881 7.Y7Y.806

31st March, 2013

8,780,033

12,500,000

Particulars a) Changes i n the Present Value o f Obligation Present value of obligations as at beginning of year Interest cost Current Service cost Benefits paid Actuarial (gain)/lors o n obligations Present value of obiigations as at end of year

Contr~but!ons Benefits paid Actuarial (gatn)/loss on plan assets Falr value o f plan assets at the end of year

Fair value o f plan assets as at the end of the year I 7,410,7191 6,852,260 Net asret/(l~ability) recognized in balance sheet (1,959,069) 1 (1,077,546)

I I

31st March, 2012

8,780,033

12,500,000

31st March, 2013

7,929,806 634,384 413,202

392,396 9,369,788

7,410,719

31st March, 2012

7,539,014 603,121 388.117

(1,268,7891 668,343

7,929,806

538.095 (1,268,789)

NIL 6,852,260

d l Expenses recogn~red In the Statement o f Profl t & Loss Current service cost l n f ~ r ~ ~ t rmt Expected return on plan assets Net Actuarial (ga~n)/loss recogn~zed tn the year Expenses recogn~zed In statement of profrt and loss

e) Assumptions Discount Rate Salary Escalation

413,202 634,384

(558,459) 392,396 881,523

358,382 418.181

(619,413) 2,114,519 2,271,769

8.00% 4.00Y0

8.00% 4.00%



b) Leave Encashment (Amount in Rupees)

Ib) Changes in Fair value of plan assets I I I

Particulars a) Changes in the Present Value of Obligation Present value of obligations as at beginning of year Interest cost

Current Service cost Benefits paid Actuarial (gain)/loss on obligations Present value of obligations as at end of year

Fair value of plan assets at beginning of year 1 Expected return of plan assets

Benefits paid

31st March, 2013

696,625 55,730 70,464

(543,234) 653,498 933,083

Actuarial (gain)/loss on plan assets I I Fair value of plan assets at the end of year

I I

31st March, 2012

606,411 48,513 26,884

14,817 696,625

LC) Assets recognized in the Balance Sheet I I Present value of obligations as at the end of year Fair value of plan assets as at the end of the year

Net asset/(liability) recognized in balance sheet

d) Expenses recognized i n the Statement of Profit & Loss Current service cost Interest cost Expected return on plan assets Net Actuarial (gain)/loss recognized in the year Expenses recognized In statement of profit and loss

Note - 33 : Segment Reporting:

The company is engaged in the manufacturing of Ophthalmic lenses. As per Accounting Standard 17 is considered this is the only reportable business segment. As part of secondary reporting, revenues are attributed t o geographic areas based on the location of the customers

e) Assumptions I I

70,464 55,730

653,498 779,692

Discount Rate

Outside lndia Total Sales

26,884 48,513

14,817 90,214

8.00961 8.00%

Geographical Segments

Note : - 34 Related Party Disclosures:

i) Associate Company : Credence infrastructure Limited

ii) Subsidary Companies: Techtran Opthalmics Private Limited Techtran Optics Private Limited

Techtran Lenses, Inc USA Techtran LLC, USA

iii) Key Management Personnel Sri. E.Ranga Kumar - WhoieTime Director

iv) Dr.Jayaram Chigurupati. Chairman

Salary Escalation

India I 87,917,398 1 89,165,329 31st Mar 2013

4.00%1 4.00%

31st Mar 2012

TECHTRAN POLYLENSES LTD. l l O O I EDU,

T e c h t r a n Po ly lenses L t d

Note - 35: Earnings per share Particulars I 31st March, 20131 31st March, 2012

al Profit for the vear 21.345.173 1 34.157.772

Transactions were carried out wi th the related parties (Amount in Rupees) Subsidiary Company Sales t o Subsid~ar~es Job Work Charges paid t o Subsidiaries Rent received Advance agalnrt Expenses Advance against Share Capital

Note - 36: Disclosures under MSMED Act (To the extent the information available wi th the Company)

b) Weighted number of ordinary shares outstanding c) Effect of potential equity d) Weighted average number o f ordinaty shares in

computing diluted earnings per share [(b)+(c)) Earnings per share on profit for the year (Face value Rs.10 per share)

Basic [(a)/(b)l Diluted [(a)/(d)]

Key Management personnel 1 31st March, 20131 31st March, 2012 Remuneration 3,000,000 1 3,000,000

31st March, 2013 64,020,463 16,123,132 2,037,716 1,585,788

17,216,596

Note -37: Previous Year figures are regrouped/rearranged/re~Ia5sified wherever necessary.

31st March, 2012 39.719.164 17,837,306

1,494,000 2,452,956 4,416,147

. . 14,280,000

14,280,000

1.49 1.49

Particulars the principal amount remaining unpaid t o any supplier as at the end of each accounting year ii.The interest due thereon remaining unpaid t o any supplier as at the end of each accounting year.

iii.The amount of interest paid by the buyer in terms of Section 16, of the MSMED Act, 2006 along wlth the amounts of the payment made t o the supplier beyond the appointed day during each accounting year iv.The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day durtng the year) but without adding the interest specified under MSMED Act, 2006 ".The amount of interest accrued and remaining unpaid at the end of each accounting year; and

vi The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as

above are actually paid t o the small enterprise for the purpose of d~sailowance as a deductible expenditure under Section 23 of the MSMED Act, 2006

As per our report o f even date

. . 13,904,945

13,904,945

2.4E 2.4E

For M. Anandam & Co.,

Chartered Accountants

31st March, 2013

532,641


31st March. 2012

804,112


For and o n behalf of the Board


Place: Hyderabad

Date: 30th May, 2013

T.V. KRISHNA RAO

Director


Statement pursuant to exemption under Section 212(8) of the

Companies Act, 1956 relating to Subsidiary Company.

Control of Share Holding Paid Up Share Capital Reserves Total Assets Total Liabilities Investment Turnover Profit or Loss before Tax Provision for Tax Profit or Loss After Tax Proposed Dividend

S.N. Name of the Subsidiary Techtran Ophthalmics Pvt. Ltd. Company:

INDEPENDENT AUDITOR'S REPORT

To The Board of Directors Techtran Polylenses Limited

Techtran Optics Pvt.Ltd.

Report on the Consolidated Financial Statements

Techtran Lences Inc.

We have audited the accompanying consolidated financial statements of Techtran Polylenses Limited and its subsidiaries Techtran Ophthalmics Private Limited, Techtran Optics Private Limited, Techtran Lenses, INC (USA), Techtran USA, LLC (collectively referred to as "the Group"), which comprise the consolidated balance sheet as at 3.1 March 2013 and the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated 'financial position, consolidated financial performance and consolidated cash flows of the company in accordance with the accounting principles generally accepted in india. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. we conducted our audit in accordance with the standards on auditing issued by the Institute of chartered accountants of India. those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to ten company's preparation and presentation of the consolidated financial statements that give a true and fair view in a order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management as well as the evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In the case of Consolidated Balance sheet, of the state of affairs of the Group as at 31# March, 2013; and

b. In the case of the Consolidated Statement of Profit and Loss, of the Loss forthe year ended as on that date and

c. In the case of the Consolidated Cash Flow Statement, ofthe Cash Flows forthe year ended on the date.

Other Matters

We did not audit the financial statements of the subsidiaries, Techtran Lenses, INC, USAand Techtran USA, LLC whose financial statements reflect the total assets of Rs.262.28 Lakhs as at 31.' March 2013 and total revenues of Rs.125.86 Lakhs for the year ended 31,: March, 2013. These financial statements are not audited, and our opinion, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on the report of the management



Place: Hyderabad Date: 30, May, 201 3

M.R.Vikram Partner

M.No.021012


TECHTRAN POLYLENSES LIMITED Consolidated Balance Sheet as at 31st March, 2013

Particulars I I.EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital

(b) Reserves and Surplus

(c) Minor i ty Interest

(d) Money received against share warrants

(2) Non-Current Liabilities

(a) Long te rm borrowings

(b) Deferred tax liabilities (Net)

(c) Other Long t e r m liabilities

(d) Long t e r m provisions

(3) Current Liabilities

(a) Short-term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short-term provisions

11. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work-ln-progress

(b) Non-current investments

(c) Long te rm loans and advances

(2) Current assets

(a) Inventories

(b) Trade receivables

(c) Cash and bank balances

(d) Short-term loans and advances

(e) Other current assets

(Amount i n Rupees)

Note I 31st March, 2013 I 31st March, 2012



Total

M.R.VIKRAM Partner Membership No 07101?


516,904,951


513,470,684

Significant Accounting Policies

E.RANGA KLIMAR Whole -Time Director

1



TECHTRAN POLYLENSES LTD. 110006 EOUl


Consolidated Statement of Profit and Loss for the year ended 31st March, 2013

(Amount in RuoeesJ



M.R.VIKRAM Partner Membershio No. 021012

Particulars

INCOME

Revenue from operations

Other Income

Total Revenue

EXPENDITURE Cost of Materials consumed

Changes in inventories

Employee benefits expense

Finance Cost

Depreciation

Other Expenses

Total Expenses

Profit /(Loss) before tax Tax expense: Current tax

Deferred tax

Profit/ (Loss) After Tax before minority interest Less: Minority Interest

Earnings per equity share: (1) Basic

(2) D~luted

Significant Accounting Policies


Note

20 2 1

22

23 24 25

26

37

1

31st March, 2013

338,787,781

6,316,399

345,104,181

109,844,992 7,276,543

109,490,698 5,541,246

18,677,272 107,951,063 358,781,814

(13,677,634)

8,752,124 3,943,985

(26,373,744) (10,526,438) (15,847,306)

(1.11) (1.11)

Tor and on behalf of thc Coard

, ,

31st March, 2012

292,554,222 20,116,214

312,670,437

86,288,291

(30,397,956) 78,355,454 3,410,171

29,334,918

83,596,307 250,587,185

62,083,251

22,502,164 (2,057,098) 41,638,185 (4,877,017) 36,761,168

2.64 2.64

E.RANGA KUMAR Whole - Time Director




TECHTRAN POLYLENSES LIMITED C o n s o l i d a t e d Cash Flow Statement f o r t h e year ended 31st March, 2013

As per o u r r e p o r t of even d a t e

CASH FLOW FROM OPERATING ACTlVlTES

Profit before taxation

Adjustments for

Prof~t on sale of asset

Forelgn Currency Translation Reserve

Depreclatlon

Prlor Period adjustments

Proposed O~v~dend

Corporate Dividend Tax

Interest Expense

Other Finance Charges

Interest Received

Operating Profit Before Working capital Changes

Changes in Working Capital

(Increase)/Decrease in Trade and other receivables

(Increase)/Decrease in Loan and Advances

(lncrease)/Decrease in Inventories

increasel(Decrease) in Creditors

Increase/(Decrease) in Other L~ab~lities

Increase/(Decrease) in Provisions

Cash generated from operations

Taxes Paid

NET CASH FROM OPERATING ACTIVITIES (A)

CASH FLOW FROM INVESTING ACTIVITIES

Investments

Purchase/lncrease in F~xed Assets and Capltai work in progress

Sale of Fixed Asset

Interest Rece~ved

NET CASH FLOW FROM INVESTING ACTIVITIES (6)

CASH FLOW FROM FINANCING ACIIVITIES

Increase/(Decrease) in Share Capital

Increase/(Decrease) in Short term borrowings

lncrease/(Decrease) In Long term borrowings

Other Finance Charges

Interest paid on Term Loans

NET CASH FLOW FROM FINANCING ACTIVITIES - C

NET INCREASE IN CASH &CASH EQUIVALENTS (AtBtC)

CASH AND CASH EQUIVALENTS AS AT 01.04.2012

CASH AND CASH EQUIVALENTS AS AT31.03.2013

For M. Anandam & Co.,

Char te red Accountants

M.R.VIKRAM Par tner M e m b e r s h i p No. 0 2 1 0 1 2

K.HARISHCHANDRA PRASAD Di rec tor

Year

4,272

(400,5161

18,677,272

(6,061,344)

(9,996,000)

(1,698,821)

4,317,939

1,223,307

(5,852,105)

4,570,989

(41,583.156)

(4,901,697)

19,611.522

5,750,947

6,574,174

(49,563,817)

24.500

5,852,105

(5,393,678)

2,027.069

(1,223,307)

(4,317,939)

For a n d o n beha l f of t h e Board

Ended

2012-2013

(13,677,634)

214,004

(13,463,630)

(9,977.220)

(23,440,851)

9,644,804

(13,796,047)

(43,687.212)

(8,907,855)

(66,391,114)

109,415,157

43,024,044

Amount in Rupee

E.RANGA KLIMAR W h a l e - T i m e Di rec tor

Year

(385.717)

255,476

23,334,918

2,215,496

1,194,675

(8,682,782)

(27,401,538)

(7,235,151)

(47.014.491)

13,120,527

4,460,771

16,006,160

(63,969,471)

822,623

8,682,782

12,163,500

63,236,576

2,353,404

(1,194,675)

(2,215,496)

Place: Hyderabad

Date : 3 0 t h May, 2 0 1 3

Ended

2011-2012

62,083.25;

23,932,064

86,015,311

(48,063,721

37,951,59;

37,951,594

(54,464,066

74,343,309

57,830,840

51,584,317

109,415,157

T.V. KRISHNA R A O

Di rec tor


Techtran Polylenses Limited Note: I -Consolidated SignificantAccounting policies

i Basis ofAccounting The accounts are prepared on historical cost basis, as a going concern, and are consistent with generally accepted accounting principles. The company foliows accrual system of accounting and is in accordance with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act. 1956

ii Use o f Estimates In ~ r e ~ a r i n a the financial statements in conforniitv with accountina ~ r i n c i ~ l e s aeneralv acce~ted in India. maliaaement is required tomake estimates and assumptions thaiaffect the reported amountsof assets and lfabiiities and the disclosure of continoent liabilities at the date of the financial statements and the reoorted amounts of revenues and exoenses d~irino the year. ictual resuits could differ from those estimates. Any revision to accounting estimates is recognized prospectiv~ly in

... current and future periods III Fixed Assets

Fixed Assets are stated at cost of acquisition less accumulated depreciation. The actual cost capitalized comprises of cost of acauisitions of the asset and other incidental ex~enditure incurred for acauirina the assets. The costs of fixed assets not ready fortheir intended use before balance sheet date are disclosed i~nderci~itaiwork-improgress

iv Depreciation Depreciation on fixed assets is provided on straight-line method aiid at the rates and in the manner specified ill Scheduie XIV of the CompaniesAct 1956

v Impairment o f Assets As at each balance sheet date, the carrying amount of assets is tested for impairment so as to determine the provision for impairment loss if any required orthe reversal, if any required of impairment of loss recognized in previous periods

vi lnvestments lnvestments of long-term nature including interest in 100% subsidiary company are carried at cost less provision for permanent diminution in value of such investments, if any

vi i Inventories Inventories are valued at lower of cost and net realizable value except wastelscrap, which is valued at net realizable value. The basis of determining cost forvarious categories of inventories are as follows a) Stores, spare parts, loose tools, raw materials and packing materials are valued at cost by using FIFO method b) Work iri Progress is valued at material cost plus appropriate share of production overheads

vii i RevenueRecognition Sale of goods is recognized at the point of dlspatch of finished goods to the customers. Sale is inclusive of excise duty, VAT and freight

ix Foreign Currency transactions a) Foreign Currency Liabilities incurred for the acquisition of Fixed Assets are translated at exchange rates prevailing on the last working day of the accounting year or forward cover rates, as applicable. The net variation arising out of the said translation and roil over charges, if any, are adjusted to the cost of fixed assets. Depreciation on the revised unamortised depreciable amount is provided prospectively overthe residual life ofthe asset b) Other Foreign Currency Assets and Liabilities are similarly translated and the net osslgain arising out of such translation (after considering roll over charges, if any) is adjusted to the Profit and Loss Account except in case of doubtful assets, revaluation is notdonefrom the yearin which the asset is identified asdoubtful

x Employee benefits Provident Fund Employees get benefits from a provident fund, a defined contribution plan. The employer make monthly contributions to the plan @12% of the employee's basic salary and the same is administered through Regional Provident Fund Commissioner Leave Encashment The employees of the company are entitled to leave encashment which is debited to profit and loss account on the basis of actuarial valuation. The company does not maintain any fund with trust. It is paid by the company as and when liability arises Gratuity The company provides for gratuity, a defined benefit plan covering all employees. The gratuity plan provides an amount at retirement or termination of employment based on the respective employees last drawn salary and the years of the employment with the company. L~ability with regard to the gratuity plan is accrued based on actuarial valuation at the balance sheet date, carried out by an independent actuary. Actuarial gain or loss is recognized immediately in the statement of Profit & Loss Acco~int as income or expense. The company has an employee's gratuity fund managed by the Life Insurance Corporation of India (LIC)

x i Taxes on Income Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recoanized, subiect to the consideration of prudence in respect of deferred tax assets, on timing differences. being the difference between taxable income and accounting income that originate in one penod and are capable ot reversai in one or r11u1 c s u b ~ u q u u ~ ~ l pul iud;

xii Earnings per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjl~sted for events of bonus issue and share split, if any. For the purpose of caiculating diluted earnings per share, the net profit for the year attributable to equity shareholders and the weighted average number ofshares outstanding during the period are adjusted forthe effects of ali diiutive potentiai equity shares

xi i i Provision, Contingent Liabilities and Contingent Asset Provisions involving substantial degree of estimation iri measurement are recognized when there is a present obligation as a result ofpastevent and it is probablethat therewili be an oufflowofresources. ContingentAssetsare neitherrecognized nor d~scosed in the financial statements Provisions, ContingentAssets and Contingent Liabilities are reviewed at each Balance Sheet date



(Amount in Rupees)

Note - 2 : Share capital

Particulars ( 31st March, 2013 1 31st March, 2012

AUTHORIZED I I ~2.10,00,000 Equlty Shares of Rs.10 each 1 210,000,000 1 210,000.000 1

155UED SUBSCRIBED & PAID UP CAPITAL

/1.42,80:000 Eaultv Shares of Rs.10 each . . . , . (PY: 1,42,80.000 Equity Shares of Rs 10 each)

Total I 142,800,000 1 142.800.000

2.2 Reconciliation o f the number o f shares

Particulars I 31zt March, 2013 1 3 l s t March. 2012

Number o f Shares at the beginn~ng of the year I 14,280,000 1 13,625,000

Note 2.1 -The Details o f Shareholders holding morethan 5% shares in the company

Add: issued durzng the year I I 655.000

Number o f shares a t the end of the year 14,280,000 1 14.280.000

Name of t h e Shareholder

Credence Infrastructure Ltd RLP Securities Private Ltd

Note - 3 :Reserves & Surplus

1 Particulars I 31st March, 2013 1 31st March, 2012 I 15ecuritie. Premium Reserve I I I Opening balance

Add: Amount received

Closing balance

31st March, 2013

Number o f Shares

5,998,200

31st March, 2012

Foreign Currency Translation reserve

SUTDIUS

% o f Shareholding

42

Shares

5,548,200

815.784

1 General Reserve

Opening balance

Add : Net profit transferred f rom Statement of P & 1

Less:Proposed D~vtJend

%Of Share holding

38.85

5.71

I 50,000,000 1 50.000.000

Corporate Dividend Tax

Closing balance

(1,698,821)1 84,317,430 1 111,859,557

Note - 4 : Long Term Borrowings

Particulars 1 3 1 r t March, 2013 1 31st March, 2012

N o t e - 5 : Deferred Tax Liabilities (Net ) (Amount in Rupees) Particulars I 3 l s t March, 2013 1 3 1 s t March, 2 0 1 2

Deferred Tax Liability (Opening) I 10,668,652 1 1 2 , 7 2 5 , 7 5 0

Secured Loans

Vehicie Loans

4.1 The loans are secured by charge on the vehicles purchased and the rate o f interest on vehicle loans a re as fol low

D e p r e c i a t i o n

VRS E x p e n d i t u r e

Deferred Tax Asset E m p l o y e e B e n e f i t s

D e p r e c i a t i o n

Name o f the Bank

IDBI Bank

Tata Motors Flnancc Ltd

Reiiance Commercial Finance

lClCl Bank

I I

Closing deferred Tax Liability (Net) 14,612,637 1 1 0 , 6 6 8 , 6 5 2

3,812,803

Rate of Interest

11.75%

7.15%

7.19%

12.00%

2,353,404

4.2 Repayment Schedule

Particulars

Matur i ty Profile

2014-151 2015.161 2016-17 1 2017-18

Vehicle loans I 1,259,864[ 1,297,330 1 853.317 1 402,292



l~dvance from customers I - I 509,790 1

Note - 6 : Other Long Term Liabilities

Particulars I 3 l s t March, 20131 31st March, 2012

Loans from Related parties

Note - 7 : Lone Term Provisions

2,472,0211

Other Liabilities

Particulars

Provision for Employee Benefits

102,252 1

Gratuity

Leave Encashment


Total

Total 1 883,039 1 2,379,852

2,574,273 1 509,790

Note - 8 : Short Term Borrowings

I 31st March, 2013 1 31st March, 2012

Secured loans - Banks I I

Note 8.1 Working capital loan is taken from EXlM bank @ 5.489 % interest and the loan is secured by

creating pari passu first charge on the present & future current assets of the company. The loan is also

secured by the personal guarantee given by Dr.Jayaram Chigurupati, Chairman of the Company.

Working capital loan 76,455,626

Advance from Holding Company, Techtran Polylenses Ltd

Total 76,455,626

81,849,304

81,849,304

49,697,515 1 30,085,992


Note - 9 :Trade Payables

Note - 10 : Other Current Liabilities (Amount in Rupees) Particulars I 31st March, 2013 1 31st March, 2012

Particulars

Dues t o micro and small enterprises

Other suppliers

1zt maturities of long term debt (Note 4 above] I 664,906 I 1,128,085 1 Expenses Payable For Statutory Dues Duties & Taxes Unclaimed Dividend* Salaries &Wages Payable

31st March, 2013

542,181

49,155,334

Advance from Customers I 2,685,507 1 470,522 21,213,279 1 15,462,332

* There are no amounts due to be remitted to Investor Education and Protection Fund out of these amounts.

31st March, 2012

30,085,992

N n t e - 11 . Shor t Term Provisinns

For Employee Benefits Gratuity Leave Encashment Proposed Dividend

Particulars I 31st March, 2013 1 31st March, 2012

Corporate Dividend Tax 1,698,821 Total

Provision for Income Tax (net of advance tax] 16,459,942 1 14,833,298


Note:12

FIXED ASSETS

PARTICULARS

Tangible Assets

land

Buildngl

Plan: & Equ~prrent

Glass Moulds

Furniture & Fxtures

Ofice Equ lp~en t

Traosformer & Elect, Equip

Lab Equipment

Data Processing Equipment

Vehicles

Sub.total

Intangible Assets

ERP Software

Sub.total

Total

Previous Year

GROSS BLOCK

AS AT

01.04.2012

AS AT

01.04.2012

21,173,101

324,518,533

2,111,755

6,388,499

3,946,329

3,882,603

322,999

3,319,515

3,840,811

369,604,146 I

ADDITIONS

(Amount in Rupees)

NET BLOCK

FORTHE

YEAR

1,955,916

8,842,681

3,618,108

448,811

229,317

1,131,734

354,404

753,318

1,042,813

18,377,396

AS AT

31.03.2013

1,643,598

1,643,598

182,624,656

157,298,405

1,400,000 1 771,036 -

. 24,500

1,205,498

DELETIONS AS AT

31.03.2012

6,398,873

1,172,438

1,172,438

157,298,405

134,227,542

1,400,000

527,130,113

475,490,760

AS AT

31.03.2013

- -

-

-

- -

-

14,500

24,500

DEPRECIATION

ADJUSTMENTS

13,912,2941

(913,093)

1713,674)

1522,183) -

(6,061,344)

58,459,312

398,678,001

10,840,859

10,148,431

4,656,514

7,400,481

4,374,061

4,499,294

16,174,288

525,730,113

771,036

37,956,450

52,844,853

6,398,873

58,659,431

:19,390,063

22,250,817

13,560,989

4,670,114

8,982,328

9,003,928

6,807,513

13,166,942

562,891,027

200,119

20,711,062

1,409,988

3,312,558

13,600

1,581,847

4,629,867

2,308,119

3,017,154

37,185,414

I

6,398,873 6,398,573

DELETIONS

35,530,420

89,941,143

16,410,684

7,636,772

1,208,142

3,967,991

8,326,525

3,256,963

8,293,565

180,981,058

1,171036 / 227,511 299,876

299,876

18,677,272

29,334,918

AS AT

31.03.2013

37,285,211

74,153,468

18,629,lO:

3,859,931

710,185

3,517,878

4,051,061

1,179,779

6,333,476

156,125,967

2,171,036

565,062,063

527,130,114

227,562

369,831,708

341,263,218

(6,061,3441 -

- - -

.

-

-

23,129,611

329,448,916

5,830,163

5,924,217

3,461,971

(10,228)

766,427

527,438

527,438

382,437,408

369,831,7[9

- 5,014,337

- ' 677,403

- 1 3,550,550

(10,228)

(10,228)

4,873,397

381,909,970



Note - 13 : Non Current Investments (Amount 01 Rupees)

l~dvancer t o erstwhile Directors* I 2,072,000 1 2,072,000 (

Particulars Investments in other Companies

Andhra Pradesh Gas Power Corporation Ltd 1.04.000 Equity shares of Rs.10 each

I I 20,803,500 1 20,803,500

Note - 14 : Long Term Loans and Advancer

I

Total 1 10,594,511 1 9,459,485 Note: 14.1 -Salary Advances of Rs.20.72,OOO represent the amount of dues from the erstwhile dlrectors pending full and final

Particulars

Unsecured. Considered Good :

Deposits with Government Departments Other Deposits

Note - 15 : Inventories Particulars I 31st March, 2013 I 31st March, 2012

Raw Materials I 44,038,117 1 39.659.007

31st March, 2013

20,803,500

Packing Material Stores & Spares Work-In-Proeress

31st March, 2012

20,803,500

31st March, 2013

3,636,130 4,886,381

I~ess: Prov~sion for shortages I 483,246 ( 483,246 1

31st March, 2012

780,740 6,606.745

I I Total 116,627,300 1 111,725,603

Note - 16 :Trade Receivables Particulars I 31st March, 2013 I 31st March, 2012

Unsecured. Considered Good 1 I l ~ o r e thani ix months from the date they are due for payment I 7,355,378 1 48,388,560 1 Others

Doubtful Debts

Note - 17 :Cash and Bank Balances

Particulars ] 31st March, 2013 1 31st March, 2012 a) Cash and cash equivalents I 1

Less: Provision for bad and doubtful debts

Cash on hand Balance with banks in currcnt &deposit accounts

Total I 74,683,730 1 79,254,718

875,113 599,774

I b) Other Bank balances

Note - 18 : Short Term Loans and Advances

I

Fixed Dcposlts 13,578,813

Particulars I 3 l s t March, 2013

Unsecured, Considered Good : I

I

80,125,817

Loans &Advances t o related parties

Tour Advances

Employee Advances

'Advance t o Hernarus Theraupatics Ltd

Others

CENVAT receivable

Advances

Advance to Suppliers

29,445,231

13.578.813 1 80,125,817 43,024,044 1 109,415,157

31st March, 2012

29,289,340

Prepaid Expenses 1,053,047 965,571



Note. 18.1 This advance is given t o Hemarus Therapeutics Ltd against the merger which is pending for approval from Hon'ble

High Court of Andhra Pradesh.

, , . . . . - - . , . . . . . . - - -, Note - 19 : Other Current Assets

Particulars ( 31st March, 2013 I 31st March. 2012

Interest accrued and due I 133.455 1 358,605

Discount receivable

Ilnterest accrued but not due Pre operative Expenditure

I Sale o f Products - Lenses (Gross) I I I

No te - 2 0 : Revenue f r o m operat ions

Exports

Domestic

2,436,335

Particulars

823,581

Total


4,527,790 ( 6,609,485

Less: Excise Duty Revenue f r o m Operations (Net)

11,617,022 1 9,740,198

338,787,781 1 292,554,222

Note - 2 1 : Other lncome

Note - 2 2 : Cost of mater ia ls consumed

Particulars I 31st March, 20131 31st March, 2012

Raw materials 110,456,771 1 82,888,978

Particulars

Rental lncome

Exchange fluctuation gain (Net)

Misc Income

Other Income

Profit o n sale o f f ixed assets Total

31st March, 20131 31st March, 201;

325,423

138,872

6,316,399

I Less:Discount o n purchase o f r a w material

Finished Goods Work-in-progress Sub Total (A) Inventories (Closing) Finished Goods Work-in-progress Sub Total (B)

Interest o n deposits

10,715,368

326,508

391,556

20,116,214

(7,418,000) 1 (1,933,000) 103,038.771 ( 80,955,978

Packing materials

5,852,105 1 8,682,782

6,806,221

I I

I I

To ta l 109,490,698 1 78,355,454

5,332,313

Total

Changes i n Inventor ies (A-B)

N o t e - 2 4 : Employee benef l ts expense

Note - 25 : Finance cost (Amount in Rupees) Particulars I 31st March, 20131 31st March, 2012

Interest expense 4,317,939 1 2,215,496

109,844,992 1 86,288,291

7,276,543 1 (30,397,956)

I Other borrowing costs I 1,223,307 1 1,194,675 1

31st March, 2012 65,928,813

5,986,237 3,000,000 1.44C1.404

Particulars Salarles and wages Contribution t o p r o v ~ d e n t & o ther funds Managerla1 remuneratton

Staf f w r l f a ~ f : expenses

31st March, 2013 91,699,682

9,821,083 3,000,000 4,96q,q34


Techtran Polylenses Limited (Amount in Ruaeesl

Consumption of stores &spares Power and fuel Trade Purchases Repairs & Maintenance Insurance Managerial remuneration Rent Rates &Taxes Excise duty on Inventories Foreign Exchange Loss (Net) Travelling expenses Shortages Written off Postage & telephone Networking charges Other manufacturing expenses Sales & Distribution expenses Carriage Outwards Auditors' remuneration Directors sitting fee Bad debts written off Prior Period items *

Note - 26 : Other Expenses 31st March, 2012

22,439,795 17,084,021

Particulars 31st March, 201:

Miscellaneous expenses 23,837,528 1 13,332,918

Note - 27 : Payment t o auditor

Particulars

As Auditor

Tax Audit

Certification fee

Service tax

Out of pocket expenses

Taxation Matters

Other Materials 8,872 969,368

Total 103,225,304 1 101,519,935

Total

50,000

Note - 28 : Details o f Raw material consumed during the year

107,951,063 ( 83,596,307

31st March, 2013

575,000 170,000

351,686

124,409

29,015

Total 1 1,300,110 1 888,800

Particulars

1 Components and spares I 7,836,136 1 10,747,161 1

* On account of excess depreciation claimed in earlier years

31st March, 2012

400,000 110,000

260,000

94,655 24,145


Note - 29 : Value of the Imports during the year (C.I.F. Basis) (Amount in Rupees) Particulars

Monomer


21,849,599

101,736,834 1 99,343,730

22,160,466

Note - 30 : Exenditure i n foreign currency

Rdw Malerials

Particulars

Foreign Travel

109,844,992 ( 106,159,U80

Total

31rt March, 20131 31st March, 2012

2,512,027 1 2,378,427

139,530,727 1 139,066,707

Total I 2.512.027 1 3.186.128

Professional charges 807,701

TECHTRAN POLYLENSES LTD. i l O 8 i IOU1

Tech t ran Poly lenses Limited

Spares a n d consurnables I l r n ~ o r t e d

N o t e - 3 1 : Va lue o f t h e R a w mate r ia l s a n d spare pa r t s c o n s u m e d d u r i n g t h e yea r Par t icu lars

R a w M a t e r i a l I m p o r t e d l n d ~ g e n j o u s T o t a l

Ind igenious

I I

T o t a l 203,335,184 1 174,840,761

Note - 33 : Contingent Liabilities (Amount in Rupees)

Pe rcen tage

1 3 8 3 1 6 0 2 (70.46%) 1 14750744 (65.74%)

N o t e - 3 2 : Earn ings in Fore ign Currency Par t icu lars I 3 1 s t March , 20131 31st March, 2012

Particulars I 31st March, 20131 31st March, 2012

i) Claims against t he Company n o t acknowledged as debt

2 0 1 3

106889388 (100%) 0

106889388 (100%)

T o t a l 1 1 9 6 2 9 7 7 4 (100%) 1 22439395(100%)

FOB Va lue o f Expor ts

~APCPDCL wheeling charges claim in Supreme Court I 8,780,033 1 8,780.033

2012

101519935 (100%) 0

101519935 (100%)

203,335,184

Note - 3 4 : Employee Benefits: (Disclosed as per AS 15)

a) Gratuity

The Company operates post retirement gratuity plans wlth LIC, the details of post retirement benefit

174,840,761

i i) Guarantees

Corporate Guarantees given on behalf of Subsidiary Companies 12,500,000 12,500,000

gratuity plans are as follows:

I I b l Chanaes i n Fair value o f ~ l a n assets

Particulars

a) Changer i n the Present Value o f Obligation

Present value of obligatlons as at beginning of year

Interest cost

Current Service cost

Benefits paid

Actuarial (gain)/loss on obligations

Present value o f obligations as at end o i year

2012-2013

8,499,311

679.944

495,835

(13,483)

557,391

10,218,998

. - Fair value o f plan assets at beginning o f year

Expected return o f plan assets

Contributions

2011-2012

7,671,349

613.708

441,948

(1,268,789)

1,041,095

8,499,311

Benefits paid

Actuarial (gain)/loss o n plan assets

Fair value of plan assets at the end o f year

C ) Assets recognized i n t h e Balance Sheet

Prescnt value o f obligations as at t he end of year

Fair valve o f plan assets as a t the end o f the year

Funded status

Net asset/(liability) recognized in balance sheet

6,852,260

558,459

d) Expenses recognized i n t h e Statement o f Profit & Loss

Current service cost

Interest cost

7,085,915

582,035

538.095

7,410,719

10,218,998

7,410,719

(2,808,279)

Expected return on plan assets

Net Actuarial (gain)/loss recognized i n the year

Exeensea recoanized in statement o f orofi t and loss

(1,268,789)

0

6,852,260

7,929,806

6,852,260

1,077,546

(1,647,051)

495,835

679.944

e) Assumptions

O lsco~n t Rate

Salarv Escalation

441,948

613.708

(558,459)

557,391

1.174.711

-582.035

1,041,095

1.514.716

8.00%

4.00%

8.00%

4.00%


Ipresent value of obligations as at beginning of year I 732,8011 615,3611

Techtran Polylenses Limited

b) leave Encashment (Amount in Rupees) Particulars

l~enef i t s paid 1 (622,687)l 4

Interest cost

a) Changes in the Present Value of Obliaation

2012-2013

b) Changes in Fair value o f plan assets

Fair value of plan assets at beginning of year

Expected return of plan assets

Contributions

2011-2012

Current Service cost I 71.3621 34.997

58,624

Actuarial (gain)/loss on obligations

Benefits paid

Actuarial (gain)/loss on plan assets

49,229

Fair value of plan assets at the end of year

I I

Present value of obliaations as at end of vear I 972,2731 732.801

732.173

I I

C) Assets recognized in the Balance Sheet

33,214

lpresent value of obligations as at the end of year I 39,1901 36,176 1

d l Expenses recognized in the Statement of Profit & Loss

(36,176)

Fair value of plan assets as at the end of the year

Funded status

Net asset/(liability) recognized in balance sheet (39,190)

Current service cost

Interest cost

Expected return on plan assets

Net Actuarial (gain)/loss recognized in the year

Expenses recognized in statement of profit and loss

Note - 35 :Segment Reporting:

e) Assumptions

Discount Rate

Salary Escalation

71,362

58,624

732,173

862,159

34,997

49,229

33,214

117,440

8.00%

4.00%

The rnmpany It e n e a e ~ d In the manufacturing of Uphthalmlc lenses As per Accounrlng Standard 17 is considered thls 1s the only reportable business wgmcnt As part of secondary rcportlng, rcvcnuc: arc ottrlbutcd to gcographlc arcas based on the lociitlon of the customers

(Amount In Rupees)

8.00%

4.00%

Geographical Segments

Outslde lnd~a

lndla

Total Sales

31st Mar 2013

181,448.568

168,956,235

350,404,803

31st Mar 2012

182,564,348

119,730,073

302,294,421


Note - 36: Related Party Disclosures

i) Associate Company :

Credence Infrastructure Limited

ii) Subsidary Companies:

Techtran Opthalinics Private Limited

Techtran Optics Private Limited

Techtran Lenses, INC USA

Techtran LLC, USA

iii) Key Management Personnel

Sri. E.Ranga Kumar - Whole Time Direct08

iv) Dr.layaram Chigurupati.Chairmat7

Note - 37: Earnings per share

Particulars

Key Management personnel and their relatives I 31st March, 20131 31st March, 2012 Remuneration

Note - 38: Disclosures under MSMED Act (To the extent t he information available w i t h the Company)

b) Weighted number of ordinary shares outstanding

C ) Effect of potentla1 equity

d) Weighted average number o f ordinary shares in

compuling diluted earnangs per share [(b)+(c)l

Earnings per share o n prof i t for t he year

(Face value Rs.10 per share)

Basic [(a)/(b)]

Diluted [(a)/(d)]

3,000,000

iv.The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) bu t without adding the interest specified under MSMED Act, 2OOG

3.000.000

14,280,000

14,280.000

(1.11)

(1.11)

Particulars ,.The principal amounl remaining unpaid to any supplier as a t t he end of each accounting year

ii.The interest due thereon rernain~ng unpatd t o any supplier as at the end of each accounting year.

iti.The amount o f interest paid by the buyer in terms of Section 16, of the MSMED Act, 2006 along wi th the amounts of the paymcnt made t o the suppller beyond the appointed day during each accounting year

".The amount o f interest accrued and remaining unpaid a t t he end of each accounting year; and vi.The amount o f further interest remaining due and payable even in the succeeding years, unti l such date when the interest dues as above are actually paid t o the small enterprise for the purpose of disallowance as a deductible expenditure under Section 23 o f the MSMED Act, 2006

13,904.945

13,304,945

2.6'

2.62

Notc - 39. Previous Year f~gures are rcgrouped/rearranged/reclassified wherever necessary.

31st March, 2013

532,641


31st March, 2012

804.112






Place: Hyderabad T.V. KRISHNA RAO Date: 30th May, 2013 Director

70

TECHTRAN POLYLENSES LTD Regd.office : S-7, TIE, IDA Balanagar,

(100% EOU) Behind Andhra Bank, Balanagar Branch

Hyderabad - 500 037 (A.P) India.

ATTENDANCE SLIP

I hereby record my presence at the 26th Annual General Meeting of the Company to be held on Thursday, the July 4th, 201 3 at 2.00 pm at FAPCCI, Federation House, Surana Udyog Auditorium, 11-6-84, Red Hills, Hyderabad - 500 004,A.P.

Member's Folio No./Client ID

Member'slProxy's full name

No.of shares held

Member's /Proxy Signature

Note : MemberIProxy wish to attend the meeting must bring this Attendance Slop to the meeting and handover at the entrance duly signed.

TECHTRAN POLYLENSES LTD Regd.office : S-7, TIE, IDA Balanagar,

(100% EOU] Behind Andhra Bank, Balanagar Branch

Hyderabad - 500 037 (A.P) India.

PROXY FORM

llWe of

being a Member(s) of above

named Company: hereby appoint of

offailing himllqer on mylour behalf

I hereby record my presence at the 26thAnnual General Meeting of the Company to be held on Thursday, the July 4th, 2013 at 2.00 pm at FAPCCI, Federation House, Surana Udyog Auditorium, 11-6-84, Red Hills, Hyderabad-500 004,A.P. or at anyadjourned meeting thereof.

Signed this day of 2013.

Folio No./Client ID Revenue

Signature of Member@) Stamp

Member's Proxy Signature

Note : The Proxy in order to be effective should be duly stamped, completed, signed and must be deposited at the Registered Office of the Company not less than Forty hours before the time for holding the aforesaid meeting. The proxy need not be member of the Company.

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