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ADVANCED MICRONIC DEVICES LTD.
BOARD OF DIRECTORS • Mr. Vinod Ramnani Chairman and Managing Director
• Mr. Bhaskar Valiveti Whole-Time Director
• Mrs. Usha Ramnani Director
• Dr. Suleman Adam Merchant Independent Director
• Dr. Anvay Mulay Independent Director
• Mr. Rajkumar Raisinghani Independent Director
• Mr. V. Bala Subramaniam Independent Director
AUDITORS • M/s. Anand Amarnath and Associates
Chartered Accountants
S-2, II Floor, Gem Plaza
No. 66, Infantry Road
Bangalore - 560 001
COMPANY SECRETARY • Mrs. Rose Chintamani
BANKERS • State Bank of India
Bangalore Commercial Branch
Hudson Circle, Bangalore - 560 001
• State Bank of Travancore
Industrial Finance Branch
M.G. Road, Bangalore - 560 001
REGISTERED OFFICE • A-306, II Floor, Block I, KSSIDC Building,
AND Electronic City, Bangalore - 560 100.
INVESTOR'S SERVICE CELL Tel : 080-28521634
Fax : 080-41307586
WEBSITE • www.amdlcorp.com
Annual General Meeting
Day & Date : Tuesday, 29th September 2009
Time : 2.30 P.M.
Venue : St. John's Medical College Hospital AuditoriumOpp. Koramangala BDA Complex
100 feet Road, KoramangalaBangalore - 560 034.
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COMPANY HIGHLIGHTSCOMPANY HIGHLIGHTS
HEALTH CARE DIVISION :
The Division has launched Speciality Critical care and Trauma care Ambulances,
fitted with state of the art equipment. Ambulances being developed on turnkey basis
are broadly of two types :
uBLS (Basic life support) :
A basic life support (BLS) ambulance is one that provides transportation plus the
equipment and staff needed,
These ambulances are best suited for :
Basic services as control of bleeding, splinting fractures, treatment for shock etc.
N o n - e m e r g e n c y p a t i e n t
transport.
Transport to local hospital
for Radiology and
Radiation
appointment.
Hospital discharges
Visit to
physiotherapy and
Dialysis appointment.
uALS (Advanced life support) :
The Advanced life support (ALS) ambulance is a fully loaded ambulance to care for all the
needs. These vehicles are equipped with specialized life sustaining equipments and
include, at a minimum, one two-way voice radio or wireless telephone. These
ambulances can transport ventilator – supported patients on long distances.
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COMPANY HIGHLIGHTSCOMPANY HIGHLIGHTS
These ambulances are recommended for transporting :
Cardiac care patients
Critically ill Patients
Trauma Patients
These ambulances are fitted with the state-of-the-art pre hospital medical equipment
almost identical to the hospital ICU’s.
The most complex and challenging area of hospital construction is the operating theatre.
The pre-engineered approach solves the problems of coordination, which may be
encountered during the construction or refurbishment of the modern operating theatre
department, whilst simultaneously providing a structure of the highest quality and standards.
Pre-fabricated Operating Theatre is a structural steel shell with a joint less sealed coating,
which may be supplied as an individual unit or as part of a complete operating theatre.
Apart from the specifically Critical Care / Trauma Care Ambulances, we also undertake
Manufacture and supply of Mobile Medical units for Diagnostics, fitted with all the
equipment and services as per the customer needs and specifications.
The Division has also started executing turnkey projects for providing customised
solutions for construction of Modular Operation theatres, surgical pendants,
Intensive Care Units :
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STRATEGIC ELECTRONICS DIVISION :
We have supplied Critical Devices for the
Prestigious Chandrayan Project of ISRO and
manned Lunar Mission projects of IRNSS.
Our Power line Survey Projects for various Power
Corporations across India are running very
successfully. We have completed projects in Kerala,
Haryana, Punjab, Himachal Pradesh and Jammu &
Kashmir. Many projects are under execution and
more orders are also in the pipeline.
CAM Design Services for its foreign client has
stabilized and designs are being handled on
regular basis.
New marketing initiatives using new technology for
Building Management has not only won us awards,
but is also being considered as a viable solution by
Civic bodies and Corporations to improve power
efficiency.
BANK CARD DIVISION :
Our development of the Terminal with latest technology is finding more and more new applications. Out Terminals are being used in
DRetail Chains for loyalty programs
DPoultry products Management
DUtility billing
DTime and Attendance Solutions
DOn-line sales billing etc.
Our Printers developed with the latest technology and new features including blue tooth and biometrics has gained wide acceptance in
DRetail industry
DHealthcare instrumentation
DMicro finance
DSocial Security Schemes
DTicketing for Trains buses etc.
DCar Parking
COMPANY HIGHLIGHTSCOMPANY HIGHLIGHTS
Award Received from M/s. Echelon Corporationfor "Echelon Asia Pacific
Distributor of the year 2008"
Award Received from M/s. Symmetricom Inc.
for"Project for the year 2008"
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DIRECTOR’S REPORT
DEAR SHAREHOLDERS,We are pleased to present the Twenty Eighth Annual Reporton the business and operations of the Company togetherwith the audited financial statements and auditors reportfor the financial year ended 31st March 2009.
Financial Results (Rs. in Lakhs)
Particulars Year Ended Year Ended31-03-2009 31-03-2008
Turnover and ProfitabilityGross Sales 5882.67 5261.10Total Expenditure 5248.04 4505.40Profit before Depreciationand Financial Charges 634.63 755.70
Depreciation 105.61 100.06Financial Charges 183.40 199.49Profit before Tax 345.62 456.15Provision for Taxation (147.69) (172.88)
Profit after Tax 197.93 283.27Prior year adjustments (48.44) (178.82)Add : Profit broughtforward from previous year 413.83 437.65Profit available for Appropriationfrom Operations 563.32 542.10
AppropriationsProposed Dividend 52.81 105.62Provision for Tax on ProposedDividend 7.41 14.81Transfer to General Reserve 3.85 7.83Balance in Profit & Loss Account 499.25 413.84
RESULTS FROM OPERATIONSInspite of a difficult year, engulfed by a slowdown, the totalincome grew by over 11% over the previous year.
TURNOVER AND PROFITABILITYThe gross sales and other income for the financial yearunder review was Rs.5882.67 lakhs. The profit before tax(after depreciation and Financial charges) was Rs.345.62Lakhs and Profit after Tax (before extraordinary items) wasRs.197.93 lakhs.
There has been no material changes and commitmentsaffecting financial position of the Company which haveoccurred between the financial year ending on 31st March2009 and the date of this Report.
APPROPRIATIONSDIVIDENDConsidering the performance of the Company, yourDirectors are pleased to recommend a dividend ofRupee 1 per share for the year 2008-09.
TRANSFER TO GENERAL RESERVEWe propose to transfer Rs.3.85 lakhs to General Reserves.
CAPITAL STRUCTUREDuring the financial year under review, the share capital ofyour company remained unaltered.
CORPORATE GOVERNANCEThe Company is committed to maintain the higheststandards of Corporate Governance and disclosurepractices. Company is ensuring compliance of law andadherence to ethical standards to enhance customer value.A separate section on Corporate Governance along with acertificate from the auditors confirming the level ofcompliance is annexed and forms a part of the Directors’Report.
DIRECTORSMrs. Usha Ramnani and Mr. Rajkumar Raisinghani retireby rotation at the ensuing Annual General Meeting, andbeing eligible, offer themselves for reappointment.
AUDITORSM/s. Anand Amarnath & Associates, CharteredAccountants, Bangalore retire at the conclusion of theforthcoming Annual General Meeting. Your Company hasreceived a letter from them to the effect that theirre-appointment, if made, will be in accordance with theprovisions of Section 224(1B) of the Companies Act, 1956.
In the report by the auditors under Companies (Auditors’Report) Order, 2003 (as amended), the Auditors havereported that the Company has maintained proper recordsof all Accounting transactions.
With regard to observation on gratuity mentioned to PointNo. 4(IV) of Audit Report, we are in the final stages ofsubscribing to gratuity fund & remittance will be made.
Regarding Point No. IX of Annexure to the Auditor's Reporta large amount of refund is due from the department andwill be adjusted against liability.
MANAGEMENT DISCUSSION AND ANALYSISREPORTThe report as required is given as Annexure-I and formspart of the Directors’ Report.
FIXED DEPOSITSDuring the year under review, your Company has notaccepted any deposit under section 58A of the CompaniesAct, 1956 read with Companies (Acceptance of Deposits)Rules, 1975.
DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement under Section 217(2AA) ofthe Companies Act, 1956, with respect to the DirectorsResponsibility Statement, your Directors state :(i) that in the preparation of the annual accounts, the
applicable accounting standards have been followedand there has been no material departure;
(ii) that the selected Accounting Policies were appliedconsistently and the Directors made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany as at 31st March 2009 and of the profit of theCompany for the year ended on that date;
(iii) that proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities; and
(iv) that the annual accounts have been prepared on agoing concern basis.
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PARTICULARS OF RESEARCH AND DEVELOPMENT,CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO ETC.Particulars required under Section 217 (1)(e) of theCompanies Act, 1956 read with Rule 2 of the Companies(Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 is given in the Annexure-II to theReport.
PARTICULARS OF EMPLOYEESThe details of Employees of the Company who receivedremuneration in excess of the limits prescribed underSection 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975 is givenin the Annexure-III to the report.
ACKNOWLEDGEMENTSYour Directors would like to place on record their gratitudefor all the guidance and cooperation received from all itsclients, vendors, bankers, financial institutions, businessassociates, advisors, regulatory and governmentauthorities.
Your Directors also take this opportunity to thank all itsinvestors and stakeholders for their continued support andall employees for their valuable contribution and dedicatedservice.
For and on behalf of the Board
Place: Bangalore VINOD RAMNANIDate : 18
th June 2009 Chairman & Managing Director
ANNEXURE - I
MANAGEMENT DISCUSSION AND ANALYSISREPORTOVERVIEWThe current macroeconomic environment poses significantshort and medium term challenges to growth. The globaleconomic crisis affected the Indian economy also, but wasrelatively better off than rest of the world. The volatility inoil prices, exchange rates and inflation became significantfactors affecting corporate and consumer sentiment. In sucha scenario the key to growth is innovation and deepunderstanding of consumer needs. The strategies andtactics that Company’s deploy, act as growth drivers in theseturbulent times.
A. INDUSTRY STRUCTURE AND DEVELOPMENTS,OPPORTUNITIES AND THREATS, SEGMENT-WISE,PRODUCT-WISE PERFORMANCE, OUTLOOK,RISKS AND CONCERNS :The Company is well diversified, both geographicallyand in the products and services it offers. With itsbalanced mix of revenues coming from multiplebusiness segments from different Regions, it is wellpositioned to manage any slowdowns in one businessdivision or a specific geography.
As a response to the slowdown, a slew of initiativesaimed at cost control and efficiency across businessesand across functions, close monitoring of cash flow
on a day to day basis, sharper focus on cashgeneration has been working favourably for theCompany.
The Company’s activities are diversified and eachbusiness segment is in a widely varying industry type.To make the Analysis and Discussion clearlyunderstandable, each Business division has beencovered separately.
i) HEALTHCARE DIVISIONHealthcare, which is a US$ 35 billion industry inIndia, is expected to reach over US$ 75 billion by2012 and US$ 150 billion by 2017.The sector offers immense potential to healthcareplayers as the country witnesses a rise in theincidence of lifestyle-related and other diseases.A growing elderly population and rise in incomelevels are also pushing for better facilities in thecountry.
Access to healthcare is improving in India becauseof the rapid growth of private healthcare providersand an increase in expenditure by the central andstate governments on the provision of healthcare.Privatisation of insurance sector has openedavenues for several private healthcare insurancecompanies. These are the two major factorsdriving the growth of Indian medical device market.The Medical equipment industry is around US$2.17 billion and is growing at 15 per cent per year.It is estimated to reach US$ 4.97 billion by 2012.We are one of the leaders in providing state ofthe art Medical equipments to Critical care,Trauma, Operation theatre areas in the Hospitals.Our 32 years rich experience in the HospitalIndustry gives edge over other players in India.
Our range of Medical equipments fromM/s. Criticare USA, M/s. Mediaid Inc., USA catersto all the Hospital segments like teachinginstitutions, corporate hospitals, Large, Medium& Small hospital segments.
Also, we initiated the new business of offeringSpecialty Ambulances on turnkey basis which isexpected to grow rapidly in India in the comingyears.
We are also entering the niche market of ModularOperation theatres, Surgical Pendants andconstruction of ICU’s on turnkey basis.
RISKS AND CONCERNSThe sub prime crisis, inflationary environmentfuelled by high oil and commodity prices andvolatile exchange rates scenarios are all part ofthe business environment. Considerable effortsare being made to generate business from newgeographies and clients. We are also increasingour focus on all regions.
The Company is facing competition from largeIndian vendors and Global vendors who areincreasing their India presence. Our long standingrelationship with some of the large Hospitals , ourextensive coverage through dealers and excellentafter sales support give us a competitive edge overother players.
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ii) STRATEGIC ELECTRONIC (SED) ANDINFORMATION TECHNOLOGY DIVISIONSThe year has been very absorbing one for theIndian Electronic Technology and IT industry. Evenin an year of economic slowdown, companies thathave demonstrated a balanced strategic outlookand have offered meaningful business to theircustomers have fared reasonably well. Customersare seeking partners with a long track record,financial stability, management continuity and whohave demonstrated long term partnerships.
The target customer segments for our hightechnology products and services are defenceestablishments, aerospace industry, infrastructureindustry, power sector, research labs in public andprivate sector and the educational institutionsspread across the country. In fact, the increasedfocus of Government of India in defence and spaceexplorations has brought forth new opportunitiesfor the products and services of SED.SED offers GPS based products for navigation,control, guidance, timing, ionosheric research etc.These products are essential for many of thedefence applications being developed by thelaboratories coming under Defence Research andDevelopment Organization (DRDO). We areregistered vendors in all these laboratories andinteract closely with these organizations right fromthe conceptual stage of various projects. We havea very strong presence in Indian Space ResearchOrganization (ISRO), by supplying many precisionproducts. We were involved in prestigious projectsof ISRO such as Chandrayan, Indian RegionalNavigational Satellite System, manned lunarmission etc.
In the budget for 2009-10 defence allocationtouched an all time high figure of Rs.141 thousandcrores including Rs.54 thousand crores for capitalpurchase. Similarly Indian Space ResearchOrganization got a budget of Rs.5 thousand croreswhich is an increase of 41% over the previousyear. These positive trends promise a goodbusiness opportunity for the GPS products of SED.
Infrastructure development is being given aspecial boost by the Government. Ports,highways, rail roads, airports all are beingdeveloped at a frantic speed. These constructionactivities create a market for all types of surveyequipments being offered by SED.
Printed Circuit Boards (PCB) are the essential partof any electronic product; be it for consumergoods, defence production of space programs.Recognizing the need for PCB design engineersin various sectors of the industry, manyuniversities have included EDA as part of thesyllabus for BE, B.Tech and Diploma courses.Hence Electronic Design Automation (EDA) toolsused for PCB design have a constantly growingdemand with a large market that includes researchlabs, defence establishments, PSUs, SSUs,MNCs, design houses, educational institutes, etc.
With the Government’s initiative to revive theeconomy, the electronic industry is looking forwardto a stimulus which will in turn offer business
opportunity for this group.
Many projects developed by SED for variousdefence research labs over the past few yearsare now coming for production. This has given avery good growth for the PCB Design Group ofSED. The production orders are given to thevendor who has originally developed the productand this gives us captive business.
The new operation started last year for exportingCAM Design Services for its foreign client hasstabilized and designs are being handled onregular basis.
In the budget for 2009-10, power sector receivedthe largest increase (to the tune of 160%) overthe previous years. In addition Rs.5 thousandcrores have been allotted under the Rajiv GandhiGrameen Vidhyutikarana Yojana (RGCVY) forrural electrification. As per experts, thesemeasures announced by the Government willbenefit all segments of power industries.
One of the major activities of SED is providingTransmission Line Survey using ModernTechniques for the power sector. We have alreadycompleted many thousands of kilo meters ofsurvey and with the new thrust in power sector,this operation is poised for higher growth.
Industries are recognizing the importance ofrunning simulations before building proto types.Similarly civic bodies and corporations are lookingat ways of improving power efficiency. Thoughthese applications are at the initial stage, themarket registers a steady growth. SED offers toolsand solutions for intelligent Building ManagementSystems (BMS), electric machine simulations,optical system simulations etc. It is inevitable thatthis market is bound to grow in coming years andthis group is well positioned to tap this opportunity.
Our Information Technology division providesComprehensive end to end solutions forComputer hardware installation bases mainly inSouth India. We have tremendous scope foroffering managed services at other locations andtaking up areas of enterprise support services..
Apart from sell ing reputed brands of ITinfrastructure products, we provide maintenanceand upgrade services of Computer systems. Ourservices are provided to clients across multipleindustry segments and retail cl ients. Ourprocesses, methodologies, knowledgemanagement systems and tools reduce the overallcost to the Client, and enhance the quality andspeed of delivery.
RISKS AND CONCERNSWe operate in high end technology areas wheretechnological obsolescence is a constant threat.Special focus is being given for getting itspersonnel trained at principal’s facilities and alsoby arranging training in India. Managerial staff isgiven training on management skills and softs kills.These conscious efforts keep its staff highlytrained and competent in their respective areasof activities.
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Since most of the products are of foreign originthe fluctuations in currency rates affect themargins. By a judicious mixing of Dollar tradingand Rupee trading the margins are protected.
Policy decisions of Principals, their countries andour own exim policies affect our business. Forsome of the sensitive products, export license fromthe Government of the originating country isnecessary. This sometimes causes delay inexecuting orders and contracts. Significant stepsare taken to ensure that we do not become toodependent on few suppliers / clients.
iii) BANKCARD DIVISIONWith the Indian Government continuing to give amajor thrust to reforms, the demand for ourTerminal and Printers is finding more and moreapplications and new business opportunities. Theemerging markets such as Govt. Education andRetail for Bio-metric Authentication projects suchas Public Distribution System, Mid day MealsScheme, Elimination of impersonation at theexamination centers, Health Insurance… etc. hascreated tremendous business opportunities for ourrange of products.
PX9600 TERMINALBy investing in appropriate technologies, to caterto these new business opportunities.
Our development team has successfullyintegrated Bio-metric Finger print reader, GSM /GPRS module, Mifare contact less reader (ISO14443A) and Bluetooth module with our Terminal.
We will have more sales opportunities to sell ourTerminals. Further, we have completed the Pilotstudy with the Public Distribution System of Govt.of Karnataka.
Our Terminals are positioned as receipt printer inRetail markets. We have started selling ourTerminal for Poultry Products management.The Terminals are also used in Applications suchas Loyalty card, Util i ty Bil l ing, Time andAttendance, Pre-paid card for campus and Linesales billing.
This product is also being offered to customersas Software as a Service (SaaS). The Applicationwill be hosted on web server and the customersuse as a Service on demand. This first project willbe for Kinder Garden Nursery and Primary schoolswherein the parents will get SMS message aboutthe safe arrival of children in the school and alsoat drop points.
ACCESS PRINTERWe have redesigned the printer with newController GT32A. This Controller allows us towrite new features that are required for emergingmarkets, such as, Retail, Health CareInstrumentation, Micro Finance, Social Securityscheme and Loyalty Programs.
Our development team has added the newfeatures. This has enhanced our opportunity tosell printers to new markets.
RISKS AND CONCERNSOur products continue to remain in a highlycompetit ive market space. Our in housedevelopment team has been able to make costeffective modifications in our products to meetcompetition.
Loss of key personnel in the technology specificareas is the risk faced in our industry. We havebeen able to retain talent, by providing competitivesalary, excellent work culture, career developmentand long term growth prospects.
B. INTERNAL CONTROL SYSTEMS & THEIRADEQUACY :Your Company has adequate internal control systemsand procedures in all the areas of activities. Theactivities are also subject to internal and external audit.The finance department is well staffed with experiencedand qualified personnel who play an important role inimplementing and monitoring internal controlenvironment. The internal control and procedures arecommensurate and adequate with the size and natureof the business of the Company.
C. DISCUSSION ON FINANCIAL PERFORMANCEWITH RESPECT TO OPERATIONALPERFORMANCE :The financial statements have been prepared incompliance with the requirements of the CompaniesAct, 1956.
Amount in Rs.
Particulars As on As on31-03-2009 31-03-2008
SOURCES OF FUNDS Shareholders funds Share Capital 52,811,000 52,811,000Reserve & Surplus 135,400,094 126,474,035 188,211,094 179,285,035Loan Funds Secured Loans 122,317,288 124,366,692
Deferred Tax Liability (NET) 3,345,275 5,056,275
313,873,657 308,708,002
APPLICATION OF FUNDS Fixed Assets Cost 138,604,161 123,685,570Less : Accumulateddepreciation 41,910,634 31,335,237
Net Book Value 96,693,527 92,350,333
Investments 2,850,225 2,850,225Current Assets,Loans and Advances Inventories 291,088,202 267,599,074Sundry Debtors 363,476,505 315,849,850Cash & Bank Balances 46,891,950 52,288,859Loans & Advances 32,702,250 49,765,476
734,158,907 685,503,259Less : Current Liabilitiesand provisions 519,829,002 471,995,815
Net Current Assets 214,329,905 213,507,444
313,873,657 308,708,002
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SHARE CAPITAL (Issued, subscribed and paid up)
The Company has only one class of shares viz. equityshares of par value Rs.10/- each.
During the financial year under review, the Share Capitalof your Company remained unaltered.
RESERVES AND SURPLUS
The total reserves and surplus has increased fromRs.126,474,035 on March’08 to Rs.135,400,094 onMarch’09. The increase has been on account of profitsmade during the year of Rs.14,947,834 and adjusted fordividend payout of Rs.6,021,775 inclusive of dividenddistribution tax.
LOAN FUNDS
The secured loans have decreased from Rs.124,366,692in March’08 to Rs.122,317,288 in March’09 due torepayment of Bank borrowings.
FIXED ASSETS
During the year, the Company has capitalized assets tothe extent of Rs.14,848,889 and disposed assets to thetune of Rs.609,213. The Company has started depreciatingthe capitalized assets over their estimated useful livesduring the year, thereby resulting in an increase inaccumulated depreciation.
CURRENT ASSETS, LOANS AND ADVANCES
Inventories have increased from Rs.267,599,074 inMarch’08 to Rs.291,088,202 in March’09 including projectwork in progress.
Sundry debtors stood at Rs.363,476,505 as at March’09compared to Rs.315,849,850 as at 31st March 2008. Thesedebtors are considered good and realizable.
Cash and bank balances have reduced by from 52,288,859as at 31st March, 2008 to 46,891,950 as at 31st March 2009.
Loans and advances have reduced from Rs.49,765,476as at 31st March 2008 to Rs.32,702,250 as at 31st March2009.
CURRENT LIABILITIES AND PROVISIONS
Current Liabilities and Provisions have increased by 10.13%from Rs.471,995,815 as at 31st March 2008 toRs.519,829,002 as at 31st March 2009.
Creditors increased from Rs.136,010,999 as at 31st March2008 to Rs.200,641,838 as at 31st March 2009.
The Company has proposed a dividend of Rs.5,281,100(Rupee 1 per share) for the year ended 31st March 2009 asagainst Rs.10,562,200 (Rupee 2 per share) in the previous year.
REVENUESProfit And Loss Account for the year ended31st March 2009 Amount. in Rs.
Particulars 31-03-2009 31-03-2008
INCOMESales 585,812,493 524,209,998Other income 2,454,346 1,899,732
588,266,839 526,109,730
EXPENDITURECost of Goods Sold 398,307,482 333,449,968Administrative & SellingExpenses 126,496,417 117,090,358Interest & Financial Charges 18,340,297 19,948,565
543,144,196 470,488,891
PROFIT BEFOREDEPRECIATION & TAXES 45,122,643 55,620,839Depreciation 10,560,876 10,006,153
PROFIT BEFORE TAXES 34,561,767 45,614,686Provision for Taxes Current Tax 15,000,000 16,028,000 Deferred Tax (1,711,000) (35,000) Fringe Benefit Tax 1,480,476 1,294,579 Prior year Adjustments 4,844,457 17,882,055
NET PROFIT FOR THEYEAR 14,947,834 10,445,052Balance brought forwardfrom the previous year 41,383,195 43,765,071
PROFIT AVAILABLEFOR APPROPRIATION 56,331,029 54,210,123Proposed dividend onequity shares 5,281,100 10,562,200Tax on proposed dividend 740,675 1,481,349Transfer to General Reserve 384,531 783,379BALANCE AT END OF
THE YEAR 49,924,723 41,383,195
The Company’s total income has three components.◆ Sales and Service of Healthcare products◆ Sales and Service of Information Technology products◆ Other Income
The following table sets out the contribution of each of thesesegments for the years ended 31st March 2009 and31st March 2008.
Amount. in Rs.
Segment wise Revenue 31-03-2009 31-03-2008
Health Care 344,955,000 303,401,000Information Technology 240,857,493 220,808,998Others 2,454,346 1,899,732
TOTAL 588,266,839 526,109,730
Segment wise contribution 31-03-2009 31-03-2008
Health Care 29,659,000 36,598,000Information Technology 20,788,654 27,065,268Others 2,454,346 1,899,732
TOTAL 52,902,000 65,563,000
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OTHER INCOMEOther income consists mainly of interest received on fixeddeposits.
COST OF GOODS SOLDThe cost of goods sold has increased from Rs.333,449,968in the previous year to Rs.398,307,482 in the year ended31st March 2009 due to increase in sales. As a percentageof sales, material costs have increased 19.45% during2008-09.
OPERATING AND SELLING EXPENSESOperating and selling expenses have increased fromRs.117,090,358 in fiscal 2008 to Rs.126,496,417 in fiscal2009.
INTEREST AND FINANCIAL CHARGESInterest and financial charges has reduced fromRs.19,948,565 in fiscal 2008 to 18,340,297 on account ofrepayment of part of the Secured loans from the Bank.However, the reduction is not in proportion to the repaymentmade, due to the increase in the rate of interest inborrowings.
DEPRECIATIONDepreciation has increased from Rs.10,006,153 in fiscal2008 to Rs.10,560,876 in fiscal year 2009.
PROVISION FOR TAXESProvision for Current, deferred and fringe benefit tax in theyear ended 31st March 2009 was Rs.14,769,476.
ANNEXURE - IIIInformation as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees)Rules, 1975, and forming part of the Directors Report for the year ended 31st March 2009.
I. Employed throughout the year.
Employee Designation Qualifi- Age Joining Experience Gross PreviousName cation Date (Years) Remuneration Employment
Rs.
Bhaskar Whole-time B.E. 53 24-08-2001 31 28,92,000 Altron IndustriesValiveti Director Pvt. Ltd., Director
II. Employed for part of the year - NilIII. There were no Employees covered under the provisions of the Section 217(2A)(a)(III) of the Companies Act, 1956.IV. Mr. Bhaskar Valiveti is not related to any other Director and his nature of duty is Managerial.
NET PROFITNet profit from operations for the fiscal 2009 has increasedby Rs.4,502,782.
d) MATERIAL DEVELOPMENTS IN HUMANRESOURCES / INDUSTRIAL RELATIONSFRONT, INCLUDING NUMBER OF PEOPLEEMPLOYED.The Company considers its employees as valuableassets, and has adopted various HR measuresincluding proper appraisal of employees, placements,recognition, career growth, improvement of managerialand inter-personal skills through various trainingprograms and so on. The Company had 219 employeesas at 31st March 2009.
CAUTIONARY STATEMENTThe statements made in this report and those appearingelsewhere, may be “forward looking statements” that setforth anticipated results based on management plans andassumptions. These statements are likely to address theCompany’s growth strategy and financial results and aresubject to risks, uncertainties and inaccurate assumptions.Should known or unknown risks or uncertainties materialize,or should underlying assumptions prove inaccurate, actualresults could vary materially from past results and thoseanticipated, estimated or projected.
ANNEXURE - IICONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNING AND OUTGO.In pursuance of the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the particulars relating to conservation ofenergy, technology absorption and foreign exchange earning and outgo are furnished below :
1. Conservation of Energy : The operations of your Company are not energy intensive.
Adequate measures have, however, been taken to reduce energy consumption by using Energy efficient computerterminals. Air conditioners are used only when required, thereby enhancing energy efficiency.
2. Research and Development : No R&D projects was under taken during the year.
3. Technology Absorption : Not applicable.
4. Foreign Exchange Earning and outgo : The Company earned Rs.158.95 lakhs in Foreign Exchange. The ForeignExchange outgo including for capital goods was Rs.2,166.30 lakhs.
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CORPORATE GOVERNANCE
A report containing the details of Corporate Governance systems and procedures for the period from 1st April 2008 to31st March 2009 in accordance with Clause 49 of the Listing Agreement with the Stock Exchange is as follows :
1. PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE :Advanced Micronic Devices Limited continues its commitment to the principles of Corporate Governance by upholdingfair and ethical Business and Corporate practices, which among others ensures transparency, delegation and responsibility.Corporate Governance system is continuously reviewed, strengthened and upgraded to achieve efficiency in all theactivities of the Company. With this the Company aims to sustain and increase the confidence of the stakeholders.
2. BOARD OF DIRECTORS :
(i) Composition and category :
The Board of Directors comprised Seven Directors as on 31st March 2009, with Two Executive Directors and Five Non-Executive Directors, of which four are Independent Directors.
Mr. Vinod Ramnani is the Chairman and Managing Director and Mr. Bhaskar Valiveti is the Whole-time Director of theCompany.
The Directors of the Company possess the highest personal and professional ethics, integrity and values and arecommitted to enhance the long term interest of the stakeholders. They provide efficient governance over the affairs ofthe Company in all its aspects and exercise appropriate business judgment on the affairs of the Company.
During the year Seven Board Meetings were held on the following dates.
SL Date of Board Meeting SL Date of Board Meeting SL Date of Board Meeting
01 24-04-2008 04 30-09-2008 07 20-03-2009
02 27-05-2008 05 21-10-2008
03 31-07-2008 06 27-01-2009
(ii), (iii) & (iv)
Meetings & Attendance record of Directors and other Directorships / Committee Memberships
The details of the Directors with regard to Directorships in other Companies, Committee Memberships / Chairmanship ason 31st March 2009 and their attendance at the Board / Last Annual General Meeting is as given below :
Name & Category Date of No. of Board No. of Memberships Chairman WhetherAppointment Meetings Memberships of Board of Board last
Attended in the Board Committees Committees AGMof other in all in all AttendedCompanies Companies* Companies**
Mr. Vinod RamnaniChairman & Managing Director 24-08-2001 07 03 Nil Nil Yes
Mr. Bhaskar ValivetiExecutive Director 24-08-2001 07 Nil Nil Nil Yes
Mrs. Usha RamnaniNon Executive Director 24-08-2001 06 03 02 Nil Yes
Dr. Suleman Adam MerchantNon Executive Independent Director 31-12-2005 02 01 02 02 No
Dr. Anvay MulayNon Executive Independent Director 31-12-2005 03 01 Nil Nil No
Mr. Rajkumar RaisinghaniNon Executive Independent Director 31-12-2005 06 02 04 Nil Yes
Mr. V. Bala SubramaniamNon Executive Independent Director 31-12-2005 04 01 Nil 02 Yes
* Membership across all Companies excluding Private Companies, Foreign Companies and Companies under Section 25 of theCompanies Act, 1956.
** Chairmanship / Membership of Audit Committee and Share Holders & Investors Grievance Committee.
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Relationship between DirectorsMr. Vinod Ramnani, Chairman and Managing Director and Mrs. Usha Ramnani, Director being husband and wife are relatedto each other.
(v) CODE OF CONDUCT :The Board of Directors of your Company have laid down a code of conduct (‘the code’) applicable to all Board Membersand Senior Management personnel of your Company. A Declaration from the CEO of your Company to the effect that allBoard Members and Senior Management personnel of your Company have affirmed Compliance with the code forms aPart of this Report.
3. AUDIT COMMITTEE :(i) & (ii) The Company has a qualified and independent Audit Committee. The Present Committee consists of 3 membersas given below :
Sl No Name of the Member Category Position
01 Mr. V. Bala Subramaniam Non Executive Independent Director Chairman
02 Dr. Suleman Adam Merchant Non Executive Independent Director Member
03 Mr. Rajkumar Raisinghani Non Executive Independent Director Member
(iii) During the year five Audit Committee meetings were held. The requirements on periodicity and time gap between twomeetings were in accordance with the requirements of Clause 49 of the Listing agreement.
The details of the Committee and attendance at the Meetings are given below :
Sl No Name of the Member Position No. of Meetings Attended
01 Mr. V. Bala Subramaniam Chairman 05
02 Dr. Suleman Adam Merchant Member 01
03 Mr. Rajkumar Raisinghani Member 05
The Audit Committee has the following powers :1. To investigate any activity within its terms of reference.
2. To seek information from any employee.3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
The role of the Audit Committee includes the following :1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
Financial Statements are fairly stated.
2. Recommending to the Board, the appointment, re-appointment and if required the replacement or removal of StatutoryAuditor and fixation of audit fee.
3. Approval of payment to Statutory Auditors for any other services rendered by the statutory auditors.
4. Reviewing with Management the annual financial statement before submission to the Board for approval, with particularreference to :a) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in
terms of Clause (2AA) of Section 217 of the Companies Act, 1956.b) Changes, if any, in accounting policies and practices and reasons for the same.c) Major accounting entries involving estimates based on the exercise of judgment by Management.d) Significant adjustments made in the Financial Statements arising out of audit findings.e) Compliance with listing and other legal requirements relating to Financial Statements.f) Disclosure of any related party transactions.g) Qualifications in the draft audit report.
5. Reviewing with Management the quarterly financial statements before submission to the Board for approval.
6. Reviewing, with the Management, the statements of uses I application of funds raised through an Issue (Public Issue,Rights Issue, Preferential Issue etc.), the statement of funds utilized for purposes other than those stated in the offerdocuments I prospectus I notice and the report submitted by the monitoring agency, monitoring the utilization ofproceeds of a public or right issue and making appropriate recommendation to the Board to take up steps in thismatter.
7. Reviewing with the Management performance of Statutory and Internal Auditors and adequacy of internal control systems.
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8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing, and the seniority of the official heading the department, reporting structure, coverage and frequency of internalauditors.
9. Discussion with internal auditor any significant findings and follow up thereon.10. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.11. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as
post -audit discussion to ascertain any area of concern.12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, Shareholders (in
case of non payment of declared dividends) and creditors.13. To review the functioning of the whistle blower mechanism, in case the same is existing.14. Carrying out any other function as is mentioned in the terms of reference of the Audit committee.
4. REMUNERATION COMMITTEE AND REMUNERATION TO DIRECTORS :(i), (ii) & (iii)The Board constituted a Remuneration Committee which presently comprises of three Non Executive IndependentDirectors.
Sl No Name of the Member Category Position
01 Mr. V. Bala Subramaniam Non Executive Independent Director Chairman02 Dr. Suleman Adam Merchant Non Executive Independent Director Member03 Mr. Rajkumar Raisinghani Non Executive Independent Director Member
The Committee reviews and decides the overall remuneration of the key employees of the Company and of its Directors.
The Committee has been empowered to review / recommend appointment and remuneration of the Executive & NonExecutive Directors. The Committee met once during the financial year at which the Chairman and a member werepresent.
(iv) REMUNERATION POLICYThe Remuneration paid to Mr. Bhaskar Valiveti is as per the Service Contract entered into with him, the terms andconditions of which are approved by the Remuneration Committee, Board and the Shareholders.
The main trust of the Remuneration Policy of the Company is to attract and retain high talented employees best suitedfor the positions and suitably reward the employees for their success and performance. The remuneration paid is asper prevailing industry standards.
(v) (a) The remuneration paid to the Directors during the year are given below :
Sl No Name of the Director Salary Rs. Perquisites* Rs. Total Rs.
01. Mr. Vinod Ramnani Nil Nil Nil02. Mr. Bhaskar Valiveti 21,00,000 7,92,000 28,92,00003. Mrs. Usha Ramnani Nil Nil Nil04. Dr. Suleman Adam Merchant Nil Nil Nil05. Dr. Anvay Mulay Nil Nil Nil06. Mr. Rajkumar Raisinghani Nil Nil Nil07. Mr. V. Bala Subramaniam Nil Nil Nil
Note : * Perquisites include House Rent allowance and contribution to Provident Fund.
(b) during the year no remuneration was paid to the Non-Executive Directors of the Company and no Sitting fees forattending Board / Committee Meetings were paid to the Directors.
(c) Apart from the above fixed components, no performance linked incentives were paid to Mr. Bhaskar Valiveti.
(d) The Notice Period for terminations is Three months from either parties and there is no Severance Fee relating toappointment of Mr. Bhaskar Valiveti as Whole-Time Director.
5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE :
(i) The Shareholders / Investors Grievance Committee presently consists of 3 members, of which two are Non-ExecutiveIndependent Directors as detailed below :
No Name of the Member Category Present Position
01 Dr. Suleman Adam Merchant Non Executive Independent Director Chairman02 Mrs. Usha Ramnani Non Executive Director Member03 Mr. Rajkumar Raisinghani Non Executive Independent Director Member
The Committee is constituted to specifically redress Shareholders and Investors complaints like non receipt of AnnualReports, declared dividends etc. and also to approve share transfers, transmissions, transpositions, splitting andconsolidation of Shares / Share Certificates etc.
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Periodically audits are also carried out at the office of the Share Transfer Agents by independent practising CompanySecretary and requisite Certificates / Reports are obtained and forwarded to the Stock Exchange.
The Committee met 14 times during the financial year 2008-09
The attendances of the Members are given below :
Sl No Name of the Members Attendance
01 Dr. Suleman Adam Merchant 0102 Mrs. Usha Ramnani 1303 Mr. Rajkumar Raisinghani 14
(ii) Mrs. Rose Chintamani, Company Secretary is the Compliance Officer.
(iii), (iv) & (v) The total number of complaints received and replied to the satisfaction of shareholders during the year underreview, were 21. There were no outstanding complaints as on 31st March 2009. No requests for transfers and fordematerialization were pending for approval as on 31st March 2009.
6. GENERAL BODY MEETINGS :(i) (ii) Location and time, where last three AGMs were held and the special resolutions passed thereat.
Financial Year 2005-06 2006-07 2007-08
Date 28th September 2006 25th September 2007Time 4.00 PM 4.00 PMVenue The Grand Ashok The Grand Ashok
Kumar Krupa Kumar KrupaHigh Grounds High GroundsBangalore-560 001 Bangalore-560 001
Special Nil 1. Increase of Authorized ShareResolutions Capital from Rs.7.50 crores topassed 10.00 crores and amendment of
the Memorandum of Associationaccordingly.
2. Amendment to the Articles ofAssociation to increase theAuthorized Capital as above.
3. Re appointment of Mr. BhaskarValiveti, as Whole-time Directorof Company for a period of3 years from 1st January 2007.
(iii) & (iv) During the year 2008-09 a Special Resolution was passed through Postal Ballot Notice dated 31st July 2008pursuant to Section 192A of the Companies Act, 1956 for amending the Object clause of the Memorandum of Associationof the Company. The Postal Ballot was conducted by Mr. Uday Shankar R.M. of Messrs. Uday Shankar Associates,Advocates, Fortune Chambers, 1st Floor, No.8, Lalbagh Road, Richmond Circle, Bangalore-560 027, who was appointedas The Scrutinizer by the Board of Directors.The details of the voting pattern are as follows :
Ballot Votes %
In Favor 115 3170298 99.96Not in favor 20 398 0.01*Invalid 08 1635 0.03
Total 143 3172331 100.00* The reasons for invalid entry : 1) Vote not cast. 2) Vote not Clear.
(v) & (vi) Resolution through Postal Ballot will be conducted as and when required by following the prescribed procedure.
7. DISCLOSURES :(i) Basis of Related party Transaction
Your Company places all the details with reference to related party transactions before the Audit Committee periodically.
No transaction of a material nature has been entered into by the Company with Directors or Management and theirrelatives etc. that may have a potential conflict with the interest of the Company. All related details are provided in theNotes forming part of the Accounts in accordance with the Accounting Standard 18, issued by the Institute of CharteredAccountants of India.
30th September 20083.00 PMNIMHANS Convention CentreHosur RoadBangalore-560 027
Nil
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(ii) There has been no instance of non-compliance by the Company on any matter related to capital markets. Hence thequestion of penalties or strictures being imposed by SEBI or Stock Exchanges does not arise.
(iii) Whistle Blower policy is at present not adopted by the Company
(iv) All the Mandatory requirements of Corporate Governance clause have been complied with by the Company and compliancewith non mandatory requirements have been detailed under Sl. No. 10 of this Report.
(v) Disclosure of Accounting treatments
Your Company has followed all relevant Accounting Standards while preparing the Financial Statements, except relatingto gratuity, which is explained in the Directors Report under the heading Auditors.
(vi) Risk Management
The Company over the years has evolved and analyzed the risks associated with its business. Appropriate systems areput in place to reduce and mitigate the risks. The Board and the Audit Committee of the Company also plays a pivotal rolein risk management.
(vii) Proceeds from public issues, Right Issues, Preferential issues etc.
During the year under review, your Company has not raised any funds by way of public issues etc.,
(viii) Pecuniary relationship or transactions of the Non-executive Directors vis-à-vis the Company.
During the year no significant material transaction has been made with the non-executive directors vis-à-vis the Company
(ix) Details of Directors shareholding as on 31st March 2009 are as follows :
Sl No Name of the Director No. of Shares
01 Mr. Vinod Ramnani Nil
02 Mr. Bhaskar Valiveti 2100
03 Mrs. Usha Ramnani 1775
04 Dr. Suleman Adam Merchant Nil
05 Mr. V. Bala Subramaniam Nil
06 Mr. Rajkumar Raisinghani Nil
07 Dr. Anvay Mulay 700
(x) Management
No material transaction has been entered into by your Company with the promoters, directors or the Management, theirsubsidiaries or relatives etc. that may have a potential conflict with the interest of your Company.
(xi) CEO/CFO Certification
A certificate from the CEO / CFO on the Financial Statements of the Company was placed before the Board.
8 A. MEANS OF COMMUNICATION :
(i) & (ii) The annual, half yearly and quarterly results are regularly submitted to the Stock Exchange in accordancewith the Listing Agreement and published in leading national newspapers like Business standard and other localnews papers.
(iii) The financial results of the Company are displayed at the SEBI Website “www.sebiedifar.nic.in”
(iv), (v) There were no official news releases or presentations made to the institutional investors and analysts duringthe year.
B. MANAGEMENT DISCUSSIONS AND ANALYSIS :
The Management discussions and Analysis report forms part of the annual report and is captioned “ManagementDiscussion and Analysis Report” as one of the Annexure in the Directors Report.
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9. GENERAL SHAREHOLDERS INFORMATION :
(i) Annual General Meeting
Date and Time : 29th September 2009 at 2.30 P.M.
Venue : St. John's Medical College Hospital Auditorium,Opp. Koramangala BDA Complex,100 feet Road, Koramangala, Bangalore-560 034.
(ii) Financial Calendar
Reporting Period
Quarter 30th June 2009 on or before 31st July 2009Quarter 30th September 2009 on or before 31st October 2009Quarter 31st December 2009 on or before 31st January 2010Quarter 31st March 2010 on or before 30th June 2010AGM for the approval of theAudited accounts for the yearEnded 31st March 2010 on or before 30th September 2010
Financial year 1st April to 31st March.
(iii) Details of Book Closure : 23rd September 2009 to 29th September 2009(Both days inclusive)
(iv) Dividend Payment Date : On or after 29th September 2009
(v) Listing of Equity Shares on Stock
Exchanges : Bombay Stock Exchange LimitedPhiroze Jeejeebhoy TowersDalal Street, FortMUMBAI - 400 001.
Listing Fee : Paid
(vi) a. Trading SymbolBombay Stock Exchange Ltd. : Scrip ID ADVNCMIC
Scrip Code 517552
b. Demat ISIN Numbers inNSDL & CDSL for Equity Shares : INE E 903C01013
(vii) Stock Market Data: High and Low Quotation at Bombay Stock Exchange Limited.
Month High Low No. of Shares Traded
Apr-08 69.45 49.50 48243
May-08 73.85 55.15 69525
Jun-08 64.95 41.60 22265
Jul-08 62.25 42.00 41970
Aug-08 75.00 50.00 269599
Sep-08 61.25 43.80 27318
Oct-08 46.10 30.75 22450
Nov-08 36.20 27.85 78393
Dec-08 35.60 29.00 20849
Jan-09 38.55 32.00 13715
Feb-09 34.65 28.75 26117
Mar-09 34.25 29.00 65387
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(viii) The Performance of the Company’s Stock Exchange Quotations in comparison to BSE Sensex (average of monthlyhigh and low of price/Sensex)
Rs. / Points
(ix) Registrar & Transfer Agents(Share Transfer and communication regarding Karvy Computershare Pvt. Ltd.Share certificate, dividends & change of Address) No. 17 to 24, Near Image Hospital
Vittal Rao NagarMadhapur, HYDERABAD - 500 081.Phone No: 040-23420815 to 828Fax No: 040 - 23420814E-Mail: [email protected]
(x) Share Transfer SystemPresently the Share transfers which are received in physical form are processed and the Share Certificatesreturned within a period of 15 to 16 days from the date of receipt, subject to the documents being valid andcomplete in all respects. The share transfer/transmissions are approved by the Investors / Shareholders Grievancescommittee.
(xi) Distribution of Shareholding as on 31st March 2009
Sl No Category (Shares) Number % Amount Rs. %From To
01 01 500 5486 90.06 7502210 14.2002 501 1000 363 5.96 3021550 5.7203 1001 2000 122 2.00 1830130 3.4704 2001 3000 48 0.79 1253750 2.3705 3001 4000 18 0.30 660720 1.2506 4001 5000 13 0.21 632380 1.2007 5001 10000 23 0.38 1599700 3.0308 10001 & above 18 0.30 36310560 68.76
TOTAL 6091 100.00 52811000 100.00
Categories of Shareholders as on 31st March 2009
Sl No Description No. of share holders Total shares % of Equity
01 Clearing Members 05 13650 0.2602 Foreign Institutional Investors 03 2600 0.0503 H.U.F. 114 47637 0.9004 Indian Financial Institutions 01 800 0.0205 Indian Mutual Funds 04 1100 0.0206 Bodies Corporates 134 200589 3.8007 Non Resident Indians 61 95966 1.8208 Promoters 01 3153165 59.7109 Resident Individuals 5768 1765593 33.42
TOTAL 6091 5281100 100.00
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(xii) Dematerialization of Shares59.71% of the Paid Up Capital is held by Opto Circuits (India) Limited, the holding Company and public holds thebalance.
48,80,293 shares representing 92.41% of the paid-up capital have been dematerialized as on 31st March 2009.
(xiii) There were no outstanding GDRs/ADRs/Warrants or any convertible instruments as on 31st March 2009.
(xiv) The Company has its plant located at Plot No. 16, I-A Cross, Electronic City, Hosur Road, Bangalore-560 100.
(xv) ADDRESS FOR CORRESPONDENCE :(i) Investor Correspondence for Shares held in physical form
(Share Transfer and communicationRegarding share certificate, dividends Karvy Computershare Pvt Ltd.And change of address and any query No. 17 to 24, Near Image HospitalRelating to the shares of the Company Vittal Rao Nagar
Madhapur, HYDERABAD - 500 081.Phone No: 040 - 23420815 to 828Fax No: 040 - 23420814E-Mail: [email protected]
(ii) For Shares held in Demat form To the Depository Participant.
(iii) The Company has designated [email protected] as the email for the purpose of registering complaintsby investors.
(xvi) DISCLOSURES REGARDING SUSPENSE ACCOUNT PURSUANT TO SEBI CIRCULAR NO.SEBI/CFD/DIL/LA1/2009/24/04 DATED 24th APRIL 2009 :As per the above mentioned Circular, Clause 5A stands for shares issued pursuant to the public issues or any otherissue which remain unclaimed and / or lying in the Escrow account and any unclaimed benefits like Dividend, BonusShares etc. which are to be credited to the Demat Suspense Account. This being the first year after the Circularcoming into force from April 2009, your Company is taking steps to streamline the requirements.
10. NON-MANDATORY REQUIREMENTS :1. The Company has no non-executive Chairman on its Board.
2. The Remuneration Committee is constituted by the Board, the details of which are provided under the heading“Remuneration Committee and Remuneration to Directors”.
3. Appropriate actions to resolve the issues relating to gratuity and payment of Income Tax liabilities are being initiatedand the Company will shortly move towards a regime of unqualified Financial Statement.
4. The Company has not adopted the other non-mandatory requirements as specified in Annexure I D of Clause 49 ofthe Listing Agreement.
By order of the Boardfor ADVANCED MICRONIC DEVICES LTD.
Place : Bangalore Vinod RamnaniDate : 18th June 2009 Chairman and Managing Director
CERTIFICATE UNDER CORPORATE GOVERNANCE REPORT
Certificate related to code of conduct for Director’s / Senior Management
This is to Certify that as per revised Clause 49 of the Listing Agreement the code of conduct has been laid down for all theBoard Members and Senior Management of the Company. The Board Members and Senior Management personnel haveaffirmed compliance with Company’s code of conduct for the year 2008-09.
Place : Bangalore Bhaskar ValivetiDate : 18th June 2009 CEO / Whole-Time Director
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AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OFCORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT
To,
The Members
Advance Micronic Devices Limited,
We have examined the compliance of the conditions of Corporate Governance by Advanced Micronic Devices
Limited for the year ended 31st March 2009, as stipulated in Clause 49 of the Listing Agreement of the Company
with Stock Exchanges in India.
The compliance of the conditions of Corporate Governance is the responsibility of the 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 information and according to the explanations given to us, the Company has
complied with the conditions of Corporate Governance as stipulated under Clause 49 of the listing Agreement.
For Anand Amarnath & AssociatesChartered Accountants
Place : Bangalore B.K. Amarnath
Date : 18th June 2009 Partner
M. No. : 026536
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AUDITOR'S REPORT
To,
The Members of
ADVANCED MICRONIC DEVICES LIMITED,
Bangalore.
1. We have audited the attached Balance Sheet of
ADVANCED MICRONIC DEVICES LIMITED as at
31st March 2009 and the Profit and Loss Account for
the year ended on that date annexed thereto. These
financial statements are the responsibility of the
Company’s management. Our responsibility is to
express an opinion on these financial statements based
on our audit.
2. We conducted our audit in accordance with the auditing
standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the
accounting principles used and significant estimates
made by management, as well as evaluating the overall
financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
3. As required by the Companies’ (Auditor’s Report)
Order, 2003 in terms of Sub-Section (4A) of
Section 227 of the Companies Act, 1956, and
according to the information and explanation given to
us during the course of the audit and on the basis of
such checks as we consider appropriate, we enclose
in the Annexure a statement on the matters specified
in Paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to
above, we report that:
(i) We have obtained all the information and explanations,
which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(ii) In our opinion, proper books of account as required by
law have been kept by the Company so far as appears
from our examination of those books:
(iii) The Balance Sheet, Profit and Loss Account and Cash
flow Statement dealt with by this report are in
agreement with the books of account.
(iv) In our opinion, the Balance Sheet, Profit and Loss
Account and Cash Flow statement dealt with in this
report subject to Notes to Account No. 12, regarding
gratuity provision : comply with the accounting
standards referred to in Sub-Section (3C) of
Section 211 of the Companies Act, 1956.
(v) On the basis of written representation received from
the directors, as on 31st March 2009 and taken on
record by the Board of Directors, we report that none
of the directors is disqualified as on 31st March 2009
from being appointed as a director in terms of
Clause (g) of Sub-Section (1) of Section 274 of the
Companies Act, 1956.
(vi) Subject to the foregoing, in our opinion, and to the
best of our information and according to the
explanations given to us, the said accounts give the
information required by the Companies Act, 1956, 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 31st March 2009;
(b) in the case of Profit and Loss Account, of the Profit
for the year ended on that date; and
(c) in the case of Cash Flow statement, of the cash
flows for the year ended on that date.
For ANAND AMARNATH & ASSOCIATES
Chartered Accountants,
B.K. Amarnath
Place: Bangalore Partner
Date: 18th June 2009 M.No.: 026536
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iv. In our opinion, and according to the information and
explanations given to us, there is adequate internal
control procedure commensurate with size of the
Company and the nature of its business for the
purchase of inventory and assets and for the sale of
goods. During the course of our audit we have not
observed any continuing failure to correct major
weakness in internal controls.
v. (a) According to the information and explanation 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 Rs.5,00,000 in respect of each party
during the year have been made at prices which
are reasonable having regard to the prevailing
market price at the relevant time.
vi. The Company has not accepted any deposits from the
public within the meaning of Section 58A of the
Companies Act, 1956.
vii. In our opinion, the internal audit system in the Company
during the year is adequate and commensurate to the
size and the nature of the business of the Company.
viii. To the best of our knowledge and as explained, the
Central Government has not prescribed maintenance
of cost records under Section 209 (1) (d) of the
Companies Act, 1956 for any product of the Company.
ix. On the basis of records produced before us, the
Company is generally been regular in depositing
undisputed statutory dues including Provident Fund,
Employees State Insurance, Income Tax, Sales Tax,
Customs Duty, Excise Duty and Service Tax. According
to the information and explanations given to us, there
are no undisputed amounts payable in respect of
Provident Fund, Sales Tax, Customs Duty, Excise Duty
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in Paragraph 3 of our Report of even date on
the accounts of ADVANCED MICRONIC DEVICES LTD.
for the year ended 31st March 2009)
i. (a) The Company has maintained proper records
showing full particulars including quantitative
details and situation of fixed assets.
(b) Physical verification of Fixed Assets is performed
by the management in a regular programme for
verification once in a year. In our opinion, the
frequency of verification is reasonable, having
regard to the size and the nature of its business.
(c) There was no substantial disposal of fixed assets
during the year.
ii. (a) We are informed that the physical verifications of
inventories except inventories lying with the third
parties were conducted by the management at
reasonable intervals. In our opinion, the frequency
of verification is reasonable.
(b) In our opinion, 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 Company has maintained proper records of
inventories. According to the records produced to
us, no discrepancies were noticed on verification
between physical stocks and stock records.
iii. (a) As per the explanation given to us the Company
has given loans to the parties listed in the register
maintained under Section 301 of the Companies
Act, 1956, the rate of interest and other terms and
conditions of such loans given are not prejudicial
to the interest of the Company.
(b) As per the explanation given to us the Company
has taken loans from the parties listed in the
register maintained under Section 301 of the
Companies Act, 1956, and there was no payment
of any interest by the Company during the year.
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and Service Tax except Income Tax, as per Note
No. 14 which are outstanding as on 31st March 2009
for a period of more than six months from the date on
which they became payable.
x. The Company has no accumulated losses and has
not incurred cash losses during the current financial
year and in the immediately preceding financial year.
xi. During the year, the Company has taken additional
Term Loan from Banks / Financial Institutions it has
not defaulted in repayment of its dues to financial
institutions and banks.
xii. In our opinion and according to the information and
explanations given to us, and based on the documents
and records produced to us, the Company has not
granted any loans and advances on the basis of
security by way of pledge of shares, debentures and
other securities.
xiii. In our opinion and according to the information and
explanations given to us, the nature of activities of the
Company does not attract any special status applicable
to Chit-Fund and Nidhi / Mutual Benefit Fund /
Societies, accordingly Clause 4 (xii) of the order is not
applicable.
xiv. In our opinion, the Company is not dealing or trading
in shares, securities, debentures or other investments
and hence, the requirement of Clause 4 (xiv) of the
order is not applicable to the Company.
xv. In our opinion and according to the information and
explanations given to us, the terms and conditions on
which the Company has not given guarantee for loans
taken by its subsidiary from a bank or Financial
Institutions, accordingly Clause 4(XV) of the order is
not applicable.
xvi. In our opinion and based on information and
explanations given to us by the management, term
loans have been applied for the purpose for which they
were obtained.
xvii. According to the information and explanations given
to us and on an overall examination of the balance
sheet of the Company, we report that no funds raised
on short-term basis have been used for long-term
purpose. No long-term funds have been used to finance
short-term assets except permanent working capital.
xviii.The Company has not made any preferential allotment
of shares to parties and companies covered in the
register maintained under Section 301 of the
Companies Act, 1956, during the year.
xix. The Company has not issued debentures during the
financial year.
xx. The Company has not raised any money through a
public issue during the year.
xxi. On the basis of our examination and according to the
information and explanations given by the
management, we report that no fraud on or by the
Company has been noticed or reported during the
course of our audit.
For ANAND AMARNATH & ASSOCIATES
Chartered Accountants,
B.K. Amarnath
Place: Bangalore Partner
Date: 18th June 2009 M.No.: 026536
24
BALANCE SHEET
SCHEDULE As on As on31-03-2009 31-03-2008
Rs. Rs.
I. SOURCES OF FUNDS :
SHARE HOLDERS FUNDCapital A 52,811,000 52,811,000Reserves & Surplus B 135,400,094 126,474,035
LOAN FUNDSSecured Loans C 122,317,288 124,366,692
DEFERRED TAX LIABILITY (NET) 3,345,275 5,056,275
TOTAL 313,873,657 308,708,002
II. APPLICATION OF FUNDS :
FIXED ASSETSGross Block D 138,604,161 123,685,570Less Depreciation 41,910,634 31,335,237
Net Block 96,693,527 92,350,333
INVESTMENTS E 2,850,225 2,850,225
CURRENT ASSETS, LOANS & ADVANCES : FInventories 291,088,202 267,599,074Sundry Debtors 363,476,505 315,849,850Cash & Bank Balances 46,891,950 52,288,859Loans & Advances 32,702,250 49,765,476
734,158,907 685,503,259
Less : Current Liabilities & Provisions GLiabilities 461,624,588 415,759,547Provisions 58,204,414 56,236,268
Net Current Assets 214,329,905 213,507,444
TOTAL 313,873,657 308,708,002
Notes forming part of accounts M
Significant Accounting Policies N
For and on behalf of the Board of Directors As per our report of even dateFor ANAND AMARNATH & ASSOCIATES
Chartered Accountants
Vinod Ramnani Bhaskar Valiveti Rose Chintamani B.K. AmarnathChairman & Managing Director Director Company Secretary Partner
M.No.: 026536Place : BangaloreDate : 18th June 2009
25
PROFIT & LOSS ACCOUNT
SCHEDULE For the Year Ended For the year Ended31-03-2009 31-03-2008
Rs. Rs.
INCOME
Sales H 585,812,493 524,209,998Other Income I 2,454,346 1,899,732
TOTAL 588,266,839 526,109,730
EXPENDITURE
Cost of goods sold J 398,307,482 333,449,968Administrative & Selling Expenses K 126,496,417 117,090,358Financial Charges L 18,340,297 19,948,565Depreciation D 10,560,876 10,006,153
TOTAL 553,705,072 480,495,044
Profit for the year before Tax 34,561,767 45,614,686
Provision for Taxation 15,000,000 16,028,000Deferred Tax (1,711,000) (35,000)Provision for FBT 1,480,476 1,294,579
Profit After Tax 19,792,291 28,327,107
Add/(Less) : Extraordinary / Prior Year Adjustment (4,844,457) (17,882,055)
Profit After Prior Year Adjustments 14,947,834 10,445,052
Profit brought forward from Previous Year 41,383,195 43,765,071
Profit available for appropriation 56,331,029 54,210,123
Amount Transferred to General Reserve 384,531 783,379Proposed Dividend 5,281,100 10,562,200Tax on Distributed Profits 740,675 1,481,349
Profit carried to Balance Sheet 49,924,723 41,383,195
Number of Equity Shares 5,281,100 5,281,100
Basic & Diluted earnings per equity share (Rs.)(Face value of Rs. 10/- per share)Before Extraordinary / Prior year Adjustment 3.75 5.36
Basic & Diluted earnings per equity share (Rs.)(Face value of Rs. 10/- per share)After Extraordinary / Prior year Adjustment 2.83 1.98
Notes forming part of accounts M
Significant Accounting Policies N
For and on behalf of the Board of Directors As per our report of even dateFor ANAND AMARNATH & ASSOCIATES
Chartered Accountants
Vinod Ramnani Bhaskar Valiveti Rose Chintamani B.K. AmarnathChairman & Managing Director Director Company Secretary Partner
M.No.: 026536Place : BangaloreDate : 18th June 2009
26
CASH FLOW STATEMENT
For the Year Ended For the year Ended31-03-2009 31-03-2008
Rs. Rs.
CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax & extraordinary items 34,561,767 45,614,686Adjustments for non operating items
Amortisation and other non cash items (1,711,000) (1,152,040)Depreciation 10,560,876 10,006,153Dividend received for the year (32,648) —Interest paid on borrowings 18,340,297 19,948,565Interest received on Fixed Deposit (2,345,078) (1,837,020)(Profit)/Loss on sale of Fixed Assets (76,620) 142,040
59,297,594 72,722,384Adjustments for working capital
(Increase)/Decrease in inventories (23,489,128) 11,474,483(Increase)/Decrease in loans & advances 17,063,225 8,772,449(Increase)/Decrease in sundry debtors (47,626,655) (93,727,595)Increase/(Decrease) in current liabilities 47,833,187 77,506,100Cash operating profit/(loss) before income tax 53,078,223 76,747,821Income tax (14,769,476) (17,287,579)
Cash flow from operating activities before 38,308,747 59,460,242extraordinary items
Extraordinary items & Previous years transactions (4,844,457) (17,882,055)Net cash flow from operations 33,464,290 41,578,187
CASH FLOW FROM INVESTING ACTIVITIESDividend Income 32,648 —Interest received on Fixed Deposit 2,345,078 1,837,020Proceeds from sale of Fixed Assets 300,000 1,010,000Proceeds from sale of investments (net) — —Total inflow of cash from investing activities 2,677,726 2,847,020Purchase of Fixed Assets (15,127,450) (2,830,305)
Net cash flow from investing activities (12,449,724) 16,715
CASH FLOW FROM FINANCING ACTIVITIESProceeds from long term borrowings (2,049,404) (21,409,257)Net proceeds from short term borrowings — —Inflow of cash (2,049,404) (21,409,257)Interest paid on borrowings (18,340,297) (19,948,565)Dividend paid (5,281,100) (10,562,200)Corporate dividend tax paid (740,675) (1,670,577)
Net cash flow from financing activities (26,411,476) (53,590,599)Total increase in cash & cash equivalents during the year (5,396,910) (11,995,697)Cash & cash equivalents at the beginning of the year 52,288,860 64,284,557Cash & cash equivalents at the end of the year 46,891,950 52,288,860
Note : Figures in brackets represent outflowsFor and on behalf of the Board of Directors
Place : Bangalore Vinod Ramnani Rose ChintamaniDate : 18th June 2009 Chairman & Managing Director Company Secretary
AUDITOR’S CERTIFICATEWe have examined the above Cash Flow Statement of Advanced Micronic Devices Limited, for the year ended 31st March 2009. The statement has beenprepared by the Company in accordance with the requirement under Clause 32 of the Listing Agreement with the Stock Exchanges and is based on andis in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company for the year ended 31st March 2009.
As per our report of even dateFor ANAND AMARNATH & ASSOCIATES
Chartered Accountants
Place : Bangalore B.K. AmarnathDate : 18th June 2009 Partner
M. No.: 026536
27
SCHEDULES TO THE BALANCE SHEET
As on As on31-03-2009 31-03-2008
Rs. Rs.
SCHEDULE - A :
Share Capital Authorised :
1,00,00,000 (P.Y. 1,00,00,000) Equity Shares of Rs.10/- Each 100,000,000 100,000,000
Issued Capital :
52,81,100 (P.Y. 52,81,100) Equity Shares of Rs.10/- each 52,811,000 52,811,000(Out of which 650,000 equity shares of Rs.10/- each were capitalisedby way of Bonus Shares during the year 1992-93 & 1994-95)
Subscribed Capital :
52,81,100 (P.Y. 52,81,100) Equity Shares of Rs.10/- each 52,811,000 52,811,000(Out of which 650,000 equity shares of Rs.10/- each werecapitalised by way of Bonus Shares during the year 1992-93 & 1994-95)
Paid-up Capital :
52,81,100 (P.Y. 52,81,100) Equity Shares of Rs.10/- each 52,811,000 52,811,000(Out of which 650,000 equity shares of Rs.10/- each werecapitalised by way of Bonus Shares during the year 1992-93 & 1994-95) 52,811,000 52,811,000
SCHEDULE - B :
Reserves & Surplus :
A. Securities Premium 77,554,261 77,554,261
B. General Reserve:
As per last Balance Sheet 7,536,579 6,753,200Add : Transfer from Profit & Loss Account 384,531 783,379
TOTAL (B) 7,921,110 7,536,579
C. Profit & Loss Account balance 49,924,723 41,383,195
TOTAL (A+B+C) 135,400,094 126,474,035
SCHEDULE - C :
Secured Loans :
Term Loan From Banks & Financial Institutions* 3,300,262 7,407,803
Working Capital Advances from Banks** 113,750,210 114,470,955
Other Term Loans*** 5,266,816 2,487,934
122,317,288 124,366,692
* Secured by hypothecation of Fixed Assets** Secured by hypothecation of Stocks & Book Debts*** Secured by hypothecation of Vehicles
28
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29
SCHEDULES TO THE BALANCE SHEET (Continued)
As on As on31-03-2009 31-03-2008
Rs. Rs.
SCHEDULE - E :Investments : No. of
Shares
a) Quoted Shares at Cost :
Ambuja Cements Ltd. 5250 129,776 129,776Centum Electronics Ltd. 700 7,000 7,000Gold Stone Technologies Ltd. 400 90,431 90,431HDFC Bank Ltd. 900 9,000 9,000Hindustan Lever Ltd. 1000 296,226 296,226ICICI Bank Ltd. 500 127,925 127,925IDBI Ltd. 704 29,820 29,820Infosys Technologies Ltd. 480 462,259 462,259Intense Technologies Ltd. 100 69,385 69,385Navaneeth Publication Ltd. 1200 55,134 55,134NIIT Ltd. 187 96,071 96,071NIIT Technologies Ltd. 55 — —Samrat Ashoka Exports Ltd. 200 12,000 12,000Siemens Ltd. 750 28,385 28,385Silverline Technologies Ltd. 800 356,610 356,610Sonata Software Ltd. 600 67,780 67,780Sri Adhikari Bros Ltd. 580 367,793 367,793Sundaram Fastners Ltd. 4500 146,379 146,379Tata Chemicals Ltd. 1750 172,920 172,920TISCO Ltd. 450 33,538 33,538Titan Industries Ltd. 100 4,972 4,972Wockhardt Ltd. 600 85,021 85,021
Total - a 2,648,425 2,648,425
b) Unquoted Investment at Cost :
Microland Ltd. 10 102,000 102,000Micronic Healthcare Pvt. Ltd. 998 99,800 99,800
Total - b 201,800 201,800
Aggregate cost of Quoted Investments Rs.26,48,425 Marketvalue Rs.33,28,901 (P.Y.51,69,345) as on 31.03.09 oras on last quoted date. Unquoted investments Rs.2,01,800market value Rs.2,01,800 as determined by the Directors(after accounting for the impairment loss in the valueof the unquoted shares)
TOTAL (a+b) 2,850,225 2,850,225
SCHEDULE - F :Current Assets, Loans & Advances :
A. Inventories
(Valued at lower of cost or net realisable valueas certified by the Management)Stock in Trade 258,093,198 267,599,074Project work in Progress 32,995,004 —
TOTAL 291,088,202 267,599,074
30
SCHEDULES TO THE BALANCE SHEET (Continued)
As on As on31-03-2009 31-03-2008
Rs. Rs.
B. Sundry Debtors
(unsecured considered good, for whichthe Company holds no security other thanthe debtor’s personal security)
Debts outstanding for a period exceeding six months 139,102,980 72,063,148Other Debts 224,373,525 243,786,702
TOTAL 363,476,505 315,849,850
C. Cash & Bank Balances
Deposit & Other Accounts 35,385,445 34,320,969Current Accounts 11,356,388 17,757,350Cash on hand 150,117 210,540
TOTAL 46,891,950 52,288,859
D. Loans & Advances
(Unsecured considered good, receivablein cash or in kind or for value to be received)
Advances to suppliers 4,392,232 19,189,881Others Advances 12,244,621 14,608,245Staff Advance 302,528 2,505,349Deposits 3,167,263 3,868,490Income tax paid for AY 95-96 & 96-97 4,717,663 4,717,663Advance Tax & Tax Deducted at Source 7,877,943 4,875,848
TOTAL 32,702,250 49,765,476
SCHEDULE - G :Current Liabilities & Provisions:
Current Liabilities :
Sundry Creditors - SME units 6,946,479 11,872,781Others 193,695,359 124,138,218
Advance from Customers 4,624,408 11,426,579Advance from Others 229,024,900 243,614,463Other Statutory Dues Payable 10,558,781 10,328,790Liabilities for Expenses 14,807,189 12,809,243Unpaid Dividend 1,967,472 1,569,473
TOTAL 461,624,588 415,759,547
Provisions :
Provision for Taxation 40,146,509 35,598,261Provision for Fringe Benefit Tax 2,810,661 2,745,571Provision for Interest on FBT 433,390 —Provision for Gratuity 4,364,077 3,523,413Provision for leave encashment 1,139,408 826,125Provision for Proposed Dividend 5,281,100 10,562,200Provision for Tax on Proposed Dividend 3,703,373 2,962,698Provision for Interest on Dividend Tax 325,896 —Provision for Wealth Tax — 18,000
TOTAL 58,204,414 56,236,268
31
SCHEDULE - H :
Sales :
USA Branch 128,472,047 120,353,713
Local 440,811,188 392,138,336
Commission Received 16,529,258 11,717,949
TOTAL 585,812,493 524,209,998
SCHEDULE - I :
Other Income :
Dividend Income 32,648 —
Interest Received 2,345,078 1,837,020
Profit on Sale of Asset 76,620 62,712
TOTAL 2,454,346 1,899,732
SCHEDULE - J :
Cost of Goods Sold :
Materials Consumed 375,243,665 308,926,800
Power & Fuel 382,403 356,831
Service Charges 17,737,379 19,016,045
Insurance 927,506 1,271,949
Spares - Materials 4,016,529 3,878,343
TOTAL 398,307,482 333,449,968
SCHEDULE - K :
a. Administrative & Selling Expenses :
Advertisement 309,143 559,709
AGM Expenses 33,990 34,000
Commission paid 1,976,587 4,568,198
Conveyance & Vehicle Maintenance 5,994,677 5,812,602
Directors Remuneration 2,892,000 2,865,830
Discount Allowed 836,349 4,802,388
Electricity & Water Charges 792,858 913,127
Freight Charges 1,872,887 2,517,355
Loss on Sale of Assets — 204,752
SCHEDULES TO THE PROFIT AND LOSS ACCOUNT
For the Year Ended For the year Ended31-03-2009 31-03-2008
Rs. Rs.
32
Membership & Subscription Fees 189,741 143,179
Office Maintenance 2,550,006 2,255,923
Packing materials 151,657 4,766
Postage, Telegraph & Telephones 6,245,971 6,224,904
Printing & Stationery 2,897,748 2,290,331
Professional & Consultancy fees 8,746,417 6,733,204
Rent, Rates & Taxes 4,697,004 4,121,610
Repairs & Maintenance 1,037,029 992,181
Sales Promotion 6,449,613 7,129,308
Security Charges 317,230 245,194
Seminar Expenses 1,051,283 478,479
Statutory Audit fees 661,800 500,000
Tender Expenses 260,794 232,281
Travelling Expenses 11,749,593 11,254,126
Total - a 61,714,377 64,883,447
b. Staff Expenses :
Salaries & Allowances 62,907,860 50,051,273
Staff Welfare and Amenities 1,874,180 2,155,638
Total - b 64,782,040 52,206,911
TOTAL (a+b) 126,496,417 117,090,358
SCHEDULE - L :
Financial Charges :
Interest on Working Capital 15,015,939 15,229,757
Interest on Term Loan 628,202 2,542,169
Interest on Vehicle Loan 553,569 279,569
Bank Charges 2,142,587 1,897,070
TOTAL 18,340,297 19,948,565
SCHEDULES TO THE PROFIT AND LOSS ACCOUNT (Continued)
For the Year Ended For the year Ended31-03-2009 31-03-2008
Rs. Rs.
33
NOTES FORMING PART OF ACCOUNTS
For the Year Ended For the year Ended31-03-2009 31-03-2008
Rs. in Lakhs Rs. in Lakhs
SCHEDULE - M :1. CAPACITIES & PRODUCTION
a) Licensed Capacity NA NAb) Installed Capacity NA NAc) Production NA NA
2. CONTINGENT LIABILITIES
a) Letter of Credits 50.00 58.44b) Bank Guarantees 225.60 142.92
TOTAL 275.60 201.36
3. DETAILS OF COST OF SALES / SERVICE
Healthcare 2,596.11 1,998.70Information Technology 1,156.33 1,090.56
TOTAL 3,752.44 3,089.26
4. PARTICULARS OF SALES
Healthcare 3,449.55 3,034.01Information Technology 2,408.57 2,208.08
TOTAL 5,858.12 5,242.09
5. VALUE OF RAW MATERIALS CONSUMED% %
a) Indigenous 171.76 4.58 263.50 8.52b) Imported 3,580.68 95.42 2,825.76 91.48
TOTAL 3,752.44 100.00 3,089.26 100.00
6 QUANTITATIVE DETAILS
The Company is engaged mainly in Trading of goods of wide range in Health Care and IT products. The number ofitems and their accessories are voluminous in number with wide price range. Hence items cannot be grouped in tospecific categories since they are heterogenous and have different technical specifications. The details of the finishedgoods of the items manufactured by us is given below :
Opening Stock — —Production 6,83,840 Nos. 6,42,272 Nos.Sales 6,83,840 Nos. 6,42,272 Nos.Closing Stock — —
7. EARNINGS IN FOREIGN CURRENCY
a) Commission 158.95 110.42b) Export Income — 560.20
8. EXPENDITURE IN FOREIGN CURRENCY
a) Foreign Travel 11.72 13.70b) Materials (CIF Value) 2,107.02 2,490.11c) Capital Equipments (CIF Value) 47.56 0.80
34
9. REMUNERATION TO MANAGING DIRECTOR& WHOLE-TIME DIRECTORMANAGING DIRECTOR Nil Nil
WHOLE-TIME DIRECTOR :
a) Salary 26.40 26.40b) Contribution to Provident fund 2.52 2.52c) Medical Reimbursement — 2.26
The above payments are as per the provisions of Schedule XIII of the Companies Act, 1956.
10. The Company has an on going programme of periodic reconciliation of sundry debtors, sundry creditors, and loans &advances given / taken & Provisions wherever necessary have been made.
11. The Company has provided for the liability towards interest on FBT, dividend tax and statutory payments related toearlier years :
Particulars Year Amount in Rs.
Sales Tax 2005-06 3.23
Customs Duty 2006-07 3.50
Income Tax 2004-05 10.462005-06 23.65
Interest on FBT 2006-07 2.782007-08 1.55
Interest on dividend Tax 2006-07 2.522007-08 0.74
Wealth Tax 2007-08 0.01
12. The Company has provided for the Liability towards Gratuity Rs.43,64,077 and unavailed encashable earned leaveRs.11,39,408 on accrual basis.
13. Deferred Tax Asset as at 31st March 2009 represents the tax effect of temporary differences substantially on accountof differences in the written down value of fixed assets on account of differing depreciation methods/rates & othertiming differences, arising during the accounting year.
Deferred Tax liability at Beginning of the year 50.56 50.91Less : Deferred Tax Asset (17.11) (0.35)
Net Deferred Tax Liability 33.45 50.56
14. The Company has not paid undisputed Income Tax, Liabilities outstanding as on 31st March 2009 for a period of morethan 6 months from the date on which they became payable, as outlined below :
(Amount in Lakhs)
Financial Year Income Tax FBT Dividend Tax Total
2004-05 20.36 — — 20.362006-07 126.00 11.58 14.81 152.392007-08 115.00 12.94 14.81 142.752008-09 140.00 3.59 — 143.59
15. The appeal prepared by the Company for Assessment year 1995-96 and 96-97, filed before the Hon. High Court ofKarnataka was upheld by the Court against which the Department has not contested. Since a large amount is duefrom the Department which has to be adjusted against interest and tax liability payable by the Company, hence we areunable to quantify the interest liability. Company will account the interest liability after obtaining the refund order fromthe Income tax Department.
16. The Company had received notice for FY 2007-08, from the office of the Directorate General of Central ExciseIntelligence, Bangalore Zonal unit, We had furnished all details required by them. We have not received any replyfrom them so far. Hence contingent liability on this account cannot be quantified.
NOTES FORMING PART OF ACCOUNTS (Continued)
For the Year Ended For the year Ended31-03-2009 31-03-2008
Rs. in Lakhs Rs. in Lakhs
35
17. The appeal preferred by the Company before the settlement commission, Customs and Central Excise, Additionalbench, Mumbai for the year was considered by the settlement commission, The settlement commission had imposeda penalty of Rs.3.50 lakhs, which has been paid. There is no further liability on account of this.
18. AUDITOR’S REMUNERATIONStatutory Audit Fees 5.52 4.25Tax Audit Fee 1.10 0.75Other Services — —
19. Net effect of Foreign Exchange rate difference included in the net profit for the period is Rs.102.17 Lakhs Loss (P YRs.29.81 Lakhs (Loss))
20. LIST OF RELATED PARTIESEnterprises owing directly or indirectly, an interest in the voting power of the Company that gives control or significantinfluence over the Company.
I. Holding Company Opto Circuits (India) Ltd.
II. Fellow Subsidiaries Altron Industries Pvt. Ltd.Eurocor GmbH, GermanyMediaid Inc., USADevon Innovation Pvt. Ltd.Ormed Technologies Ltd.Opto Infrastructure Ltd.Criticare Systems Inc., USA
III. Key Management Personnel :Mr. Vinod Ramnani Chairman & Managing DirectorMr. Bhaskar Valiveti Whole-Time Executive Director
21. RELATED PARTY TRANSACTIONSDuring the year, the following transactions were carried out with the related party in the ordinary course of business.
Rs. in lakhs
Particulars Holding Company Key Management Fellow TotalPersonnel (Managing SubsidiariesDirector, Whole-Time
Director, Managerand other Managerial
Personnel)As on As on As on As on As on As on As on As on
31-03-09 31-03-08 31-03-09 31-03-08 31-03-09 31-03-08 31-03-09 31-03-08
Loans & Advances 61.84 46.64 61.84 46.64Loans & Advances - Credit 647.89 647.89Purchase of Goods 60.21 47.12 60.21 47.12Sale of Goods 251.28 195.06 251.28 195.06Purchase of Fixed AssetsSale of Fixed AssetsRendering of Services 28.92 31.18 28.92 31.18Receipt of Services 4.23 2.37 4.23 2.37Sundry Debtors 45.42 51.19 45.42 51.19Agency ArrangementDividend Payments 63.06 63.06 63.06 63.06Licence ArrangementFinance (including loans &equity contributionin cash or in kind)Guarantees & Collaterals
NOTES FORMING PART OF ACCOUNTS (Continued)
For the Year Ended For the year Ended31-03-2009 31-03-2008
Rs. in Lakhs Rs. in Lakhs
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22. SEGMENT REPORTSegment Revenue(Net sales incl. of Excise duty)a) Healthcare
Northern Region 656.68 493.18Rest of India 2,792.87 2,540.83
b) Information TechnologySouthern Region 1,459.78 1,485.49Rest of India 948.79 722.59
c) Others 24.54 19.00Total Segment Revenue 5,882.66 5,261.09
Segment Results(Profit before Interest & Tax)a) Healthcare
Northern Region 56.48 59.49Rest of India 240.11 306.49
b) Information TechnologySouthern Region 125.98 183.41Rest of India 81.91 87.24
c) Others 24.54 19.00Total Segment Profits 529.02 655.63Less : Interest 183.40 199.49Total Profit before Tax 345.62 456.14
Capital Employed(Segment Assets - Segment Liabilities)
a) Health Care 1,884.04 1,705.45b) Information Technology 697.10 1,148.10c) Others 564.36 487.25
1. Segments have been identified in accordance with Accounting Standard 17 “Segment Reporting”, considering theorganisation structure & the return / risk profiles of the business. The Management Information system recognizes& monitors these segments on a continuous basis.
2. Segment revenue includes sales & other income directly identifiable with the segment & allocable to it.3. Assets used in the Company’s business or liabilities contracted have been identified to the reportable segments.
Unallocable Assets used / liabilities contracted used in Corporate office have been separately shown.
23. The Income, expenditure and other financials of USA Branch have been consolidated with the Company's accounts.No separate profitability statements have been prepared. These accounts are not Audited. These accounts have beenadopted based on the Certification of the Branch Head.
24. Details of Term loan paid during the yearTerm Loan (Secured by Hypothecation of Building & FD) 41.07 188.98Vehicle Loan (Secured against hypothecation of Vehicles) 16.35 13.09
25. Dues to Micro and Small EnterprisesThe amount due to Micro and Small Enterprises as defined in the "The Micro, Small and Medium EnterprisesDevelopment Act, 2006" has been determined to the extent such parties have been identified on the basis of informationavailable with the Company. The disclosures relating to Micro and Small Enterprises as at 31st March 2009 are asUnder :The total amount due to such enterprises 69.46 118.73There is no interest payable for such delayed payments.
26. The Company capitalised product development expenditure to the tune of Rs.2,44,23,535 during FY 2006-07 underintangible assets. This is being amortised for the 2nd year over a period of 5 years.
27. Previous year figures have been regrouped & reclassified to correspond with the current year’s classification.
NOTES FORMING PART OF ACCOUNTS (Continued)
For the Year Ended For the year EndedParticulars 31-03-2009 31-03-2008
Rs. in Lakhs Rs. in Lakhs
37
SCHEDULE - N :
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES :
a. Basis of preparation of financial statements
The financial statements have been prepared to comply in all material respects with the mandatory Accounting Standards
issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. The
financial statements have been prepared under the historical cost convention on an accrual basis. The accounting
policies have been consistently applied by the Company and except for the changes in accounting policy discussed
more fully below, are consistent with those used in the previous year.
b. Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements
and the reported amounts of revenues and expenses during the period reported. Actual results could differ from those
estimates. Any revision to accounting estimates is recognised in accordance with the requirements of the respective
accounting standard.
c. Fixed Assets
Fixed assets are stated at cost less accumulated depreciation and impairment losses. Cost comprises purchase price,
duties, levies and any other costs relating to the acquisition and installation of the assets. Interest and financing
charges on borrowed funds, if any, used to finance the acquisition of fixed assets, until the date the assets are ready
for use are capitalized and included in the cost of the asset.
d. Depreciation
Depreciation is provided on Straight Line method at the rates equal to the corresponding rates prescribed in
Schedule XIV of the Companies Act, 1956. Proportionate depreciation is charged for additions / deletions during the
year on the assets situated in India. For, Assets situated outside India, depreciation is calculated on the basis of
estimated useful life of that asset.
Schedule XIV Rates (SLM)
Building 1.63%
Plant & Machinery 4.75%
Computers (included in plant and machinery) 16.21%
Furniture and Fixtures 6.33%
Vehicles 9.50%
e. Intangibles
Research and Development Costs : Research costs are expensed as incurred. Development expenditure incurred on
an individual project is capitalised. Intangible assets are amortised over their respective useful life on straight line
basis.
The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and
otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.
f. Deferred Tax
Deferred Tax Assets & Liabilities are recognized for the estimated future tax consequences of temporary differences
between the carrying value of the assets and liabilities and their respective tax bases. Deferred Tax Asset in the nature
of unabsorbed depreciation and loses are recognized only if there is virtual certainty of realization. The effect on
deferred tax asset and liabilities of a change in rates is recognized in the income statement in the period of enactment
of the change.
38
g. Leases
Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership
of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at
the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance
charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly
against expenditure Lease management fees, legal charges and other initial direct costs are capitalised.
Operating Lease : Office premises are obtained on operating lease. The lease term varies from 11 months to 36
months and is renewable for further period at the option of the Company. Each lease agreement is bound by specific
escalation clause. There is no restrictions imposed by lease agreements. There are no sub-lease.
h. Investments
Current investments are valued at lower of cost or fair market value. Long term investments are stated at cost less
permanent diminution, if any, in value.
i. Inventories
Inventories are valued as follows :
Raw materials, components, stores and spares : Lower of cost and net realizable value. Cost is determined on a
weighted average basis.
Finished goods : Lower of cost and net realizable value. Cost includes direct materials and labour. Cost of finished
goods includes excise duty.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
and to make the sale.
j. Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured.
Sale of Goods : Revenue is recognised when the significant risks and rewards of ownership of the goods have passed
to the buyer.
Interest : Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate
applicable.
Dividends : Revenue is recognised on actual receipt of Dividend.
k. Foreign currency translation
Foreign currency transactions are recorded at the rates of exchange prevailing on the date of the transactions. Foreign
currency assets and liabilities are translated into rupees at the exchange rates prevailing on the balance sheet date.
Exchange differences in translation of foreign currency assets and liabilities and realized gains and losses on foreign
exchange transactions, other than those relating to fixed assets, are recognized in the profit and loss account.
l. Retirement benefits
i. The Company’s liability on accrual basis towards retirement benefit in the form of Provident fund, gratuity and
earned leave encashment are provided for and charged to revenue expenditure.
ii. The Company contributes to the Employee Provident fund maintained under the EPF scheme of the Central
Government.
iii. The Gratuity liability is provided and charged off as revenue expenditure based on Actuarial valuation.
iv. Actuarial gains / losses at the time of settlement are immediately taken to the profit and loss account and are not
deferred.
39
m. Statutory Levies & Taxes
The Company follows mercantile system of accounting with respect to transactions in the normal course of business.
However, with respect to the effect of the outcome of tax assessments, appeals & proceedings, the Company records
the same on determination or completion & disposal.
Deferred Tax Assets & Liabilities are recognized for the estimated future tax consequences of temporary differences
between the carrying value of the assets & liabilities and their respective tax bases. Deferred Tax Asset in the nature
of unabsorbed depreciation and loses are recognized only if there is virtual certainty of realization. The effect on
deferred tax asset & liabilities of a change in rates is recognized in the income statement in the period of enactment of
the change.
n. Segment Reporting Policies
Identification of segments : The Company’s operating businesses are organized and managed separately according
to the nature of products and services provided, with each segment representing a strategic business unit that offers
different products and serves different markets. The analysis of geographical segments is based on the areas in which
major operating divisions of the Company operate.
Intersegment Transfers : The Company generally accounts for intersegment sales and transfers as if the sales or
transfers were to third parties at current market prices.
o. Earnings Per Share
The basic earning per share is computed by dividing net profit after tax by the weighted average number of equity
shares outstanding for the period. Diluted earnings per share have not been computed, as the Company has not
issued any Diluted Potential Equity Shares.
p. Cash flow Statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for effects of transactions
of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from
regular revenue generating, investing and financing activities of the Company are segregated.
For and on behalf of the Board of Directors As per our report of even date
For ANAND AMARNATH & ASSOCIATES
Chartered Accountants
Vinod Ramnani Bhaskar Valiveti Rose Chintamani B.K. AmarnathChairman & Managing Director Director Company Secretary Partner
M.No.: 026536
Place : Bangalore
Date : 18th June 2009
40
BALANCE SHEET ABSTRACT & COMPANY’S GENERAL BUSINESS PROFILE
1. Registered Details
Registration Number 15445 State Code 08
Balance Sheet Date 31-03-2009
2. Capital raised during the year (Amount in Rs. Thousands)
Public Issue NIL Rights Issue NIL
Bonus Issue NIL Private Placement NIL
3. Position of mobilization & deployment of funds (Amount in Rs. Thousands)
SOURCES OF FUNDS APPLICATION OF FUNDS
Total Liabilities 313,873 Total Assets 313,873
Paid Up Capital 52,811 Net Fixed Assets 96,693
Reserves & Surplus 135,400 Investments 2,850
Secured Loans 122,317 Net Current Asset 214,330
Deffered Tax Liability 3,345
4. Performance of Company (Amount in Rs. Thousands)
Turnover 588,267 Total expenditure 553,705
Profit before tax 34,562 Profit after tax 19,792
Earning per Share (in Rs.) 2.83 Dividend rate 10%
5. Generic names of two Principal products / services of Company (as per monetary terms)
Item Code No. (ITC Code) Product Description
9,018.90 Cardiac Care Equipments & Devices
8,524.20 Software
For and on behalf of the Board of Directors
Place : Bangalore Vinod Ramnani
Date : 18th June 2009 Chairman & Managing Director