Board of Directors - Opto Circuits

BOARD OF DIRECTORS
AUDITORS
COMPANY SECRETARY
BANKERS
REGISTERED OFFICE
• Vinod Ramnani Chairman & Managing Director
Usha Ramnani Executive Director
Jayesh C. Patel Director
Thomas Dietiker Director
Suleman Adam Merchant Director
V. Balasubramaniam Director
Dr. Anvay Mulay Director
Rajkumar Raisinghani Director
Anand Shenoy & Co.
Chartered Accountants
S-2, II Floor, Gem Plaza,
No. 66, Infantry Road,
Bangalore - 560 001
Mrs. Rose Chintamani
State Bank of India
State Bank of Travancore
No. 83, Electronics City,
Hosur Road, Bangalore - 561 229.
Annual General Meeting
Day & Date : Thursday, 28 st September 2006.
Time : 11.00 am.
Venue :
The Grand Ashok
Kumara Krupa High Grounds
Bangalore-560 001.

SHOWCASE
Key Milestones
The Year 2005 has seen a quantum leap in the history of Opto
Circuits. The Company has diversified from non invasive segment to
invasive segment of the healthcare domain.
Acquired a
majority stake
in AMDL
Acquired the patient
monitoring line of
products from Palco
Labs
Acquired the digital
thermometer division
from HLL
A 100% subsidiary,
Mediaid, was set up
in US
Mediaid received the
CE approval for
European market
Opto Circuits (I) Ltd has grown both organically & inorganically. The
Company has proved its ability in aggressive take over and
integration of these businesses. Keeping the organic growth intact,
Opto Circuits has progressed & acquired Eurocor, a German
company specializing in the design & manufacturing of high
technology cardio vascular devices for successful treatment of
coronary & vascular diseases.
Mediaid received
FDA approval
for SpO2 sensor
range
Acquired 100%
stake in Altron
3 new product lines
launched
Acquired 100% stake
in Eurocor GmbH
Germany
2001 2002 2003 2004 2005
3

4
INDEX
Showcase - Key Milstones 3
Window to Opto Circuits 4-12
Driving Growth the Inorganic Route 13-18
Expanding Geographics 19-30
Financial Review 26-30
Statutory Reports 31-47
Opto Financial Statement 48-62
Subsidiaries Financial Statement 63-86
Consolidated Financial Statement 87-100

A Window to
Opto Circuits
5

6
BRAINS TRUST
Meet the Management
EXECUTIVE DIRECTORS
VINOD RAMNANI
A Mechanical Engineer by profession, Vinod is the driving force
behind Opto Circuits. Having worked with Organizations in India
and abroad, he had a wealth of experience to back him, when, in
1990, he along with Thomas Dietikar (the American co-promoter of
Opto Circuits) and others decided to establish M/s Elekon Industries
Pte Ltd., in Singapore. Thereafter, Vinod initiated a move to shift the
manufacturing facilities to the Silicon Valley of India (Bangalore) and
Opto Circuits was formed in 1992 with Vinod as the Managing
Director. His passion to see Opto Circuits scale new heights is
reflected in the hands on management style in which he manages the
company.
THOMAS DIETIKER
The Swiss born Thomas Dietikar, who is an American Citizen is a copromoter
of Opto Circuits established in 1992. An Electronics
Engineer, Thomas (Tom) brings to the table, extensive experience in
business Development, Products and a wide range of related
electronic assemblies. Since the inception of Opto Circuits, Tom has
executed a business strategy of targeted marketing and sole source
product development. The market share for the company has steadily
increased to a point where, the company enjoys a prominent position
in medical sensors, X-ray detectors and various other key applications
of Optoelectronic products.
JAYESH PATEL
An Electronic Engineer by profession, Jayesh brings with him almost
a decade and a half of engineering and R & D expertise to the
company's product line. He has been instrumental in the product
design and conception of a multitude of Opto-electronic products for
the company.
USHA RAMNANI
A post-graduate in Commerce, Usha has two decades of experience in
the field of administration. Having been with the company since its
inception, she oversees its Administration and Personnel Functions.
INDEPENDENT DIRECTORS
SULEMAN MERCHANT
A prominent radiologist, Dr. Suleman Merchant is the Chairman of
the Department of Radiology at Sion Hospital in Mumbai. A well
known member of the national and international medical fraternity,
Dr. Merchant brings to the table his vast experience and medical
expertise.
NEW INDEPENDENT DIRECTORS
V BALASUBRAMANIAM
With over two and a half decades of global experience,
Balasubramaniam is the founder-promoter of a software company.
An MBA from Symbiosis Institute of Business Management, Pune,
he is also a member of CPA & FCMA. The company benefits from his
operational & resource management skills.
DR. ANVAY MULAY
A cardio-vascular thoracic surgeon (McH), Dr. Mulay has over a
decade of medical experience and has also worked in the US & UK,
before settling in India. Dr. Mulay brings to the table his vast
experience and medical expertise.
RAJKUMAR RAISINGHANI
An industrialist with an electrical engineering background,
Rajkumar has over two and a half decades of experience. His vast
manufacturing experience stands the company in good stead.

VISION &
STRATEGY MUSINGS
-CMD
“Our performance for FY05-06 is
well reflected in our strong
numbers, and it pleases me to note
that we were able to achieve our
internal targets. The key highlights
during the year were the receipt of a
new distribution and pricing
agreement from a Defence
Personnel Support Centre based in
Philadelphia and the acquisition of
Eurocor. ”
“ Eurocor has been the biggest
acquisition in the history of Opto.
The acquisition provides us portfolio diversification as Opto was only
present in the non invasive segment. The global market for stents is
worth US$8bn of which 50% is outside of the USA. We are targeting
this market for growth. We have received CE approval for our
products which allows us to sell our products anywhere in the world
except the US & Japan. We are confident of capturing 3-5% of this
market over the next two years through quality product offerings and
aggressive marketing.”
“The agreement with defence USA enables us to distribute the FDA
approved SpO2 Sensors and Patient Monitoring Devices at specific
prices through the Medical Prime Vendor Programme. I am proud
that Opto has become the first company from India to achieve this
distinction. ”
“Opto has been acquiring companies only when the management
feels that it is paying the right price for it. We have always looked at
creating value for shareholders through acquisitions. So if an
opportunity arises and if we believe that the acquisition would be a
strategic fit for the company in the longer run at attractive valuations,
we would go forward and acquire the company. ”
“ In the near term, we would like to consolidate our position. We have
successfully integrated Eurocor operations and would now focus on
building a strong marketing team for our world class products. We
would also increase our focus on R&D initiatives to roll out new
products which would help us remain competitive.”
“We have already started selling stents in markets where we have
registered our products. Our CE approval enables us to sell products
in 36 countries and we have registered our products in 29 countries so
far. By Dec 2006, we will have registrations in all the countries. I
believe our products are equivalent if not superior in quality to our
competitors who enjoy decades of experience in this market. Eurocor
has a strong distribution network in 36 countries and we plan to
leverage on that advantage. We shall also bank upon our low cost
advantage by shifting low end manufacturing of stents to India. ”
“We require our products to be USFDA approved for selling them in
the US market. We have already started taking the necessary steps for
obtaining the USFDA approval. But it is a rigorous process spanning
over 18-24 months.”
“Domestic market is a very important growth driver for Opto. Our
domestic market product sales are driven through Advanced
Micronic Devices Limited (AMDL), a listed Indian company, in which
we acquired a majority stake in 2001. AMDL has a 250 member
marketing and sales team spanning across the country. We leverage
their extensive network and two decades of experience to drive sales.”
“Our group turnover for FY05-06 itself was around Rs.145.45 crore.
This year we will have the full effect of Eurocor's operations in our
financials. Our game plan is to simultaneously drive growth through
organic and inorganic means. Even without factoring in
contributions from potential acquisitions, we are targeting a 40-50
per cent growth rate. Given our past growth track record and where
we are placed now, we at Opto are confident of achieving a prestigious
and challenging target of Rs500crore group turnover by 2008.”
Vinod Ramnani
7

8
BUSINESS MODEL
Driving Growth through Niche Products
Opto has been very successful in introducing new
products along with synergizing multiple
acquisitions over the years. The company has
moved from its traditional non invasive products
to invasive products which is a big achievement in
terms of business strategy.
The acquisition of Eurocor leads to product
diversification for Opto. Prior to the acquisition,
Opto was only present in the non invasive
market. This development enables Opto to enter
the invasive segment and enhance its product
portfolio. On the other hand Opto can utilize
Eurocor's distribution network which is in 36
countries to further its products in Germany,
Poland & other parts of Europe.

BUSINESS MODEL
Driving Growth through Niche Products
Existing Business
NEW PRODUCTS
Model 30 Series
This is a new age hand-held Pulse
Oximeter. It has a compact, sleek
looking design with features like
bar graph, bright LED display,
patient data storage, USB &
infrared ports. It is an Oximeter
which can be used with a wide array
of reusable & disposable sensors.
Model 150 (Access thermal bill
printer)
Model 150 can either be used with
Integral finger sensor or with cable
adapter module. It features
simultaneous display of Oxygen
saturation & pulse rate. Model 150
can be used for sleep screening
studies & it also comes with a
memory to retain the data. This
stored data can be printed directly on
a printer using infrared port.
Industry Segment: Product Application
Health Care - Oximeter Probes (SpO 2)
- Multiparameter Monitors-Desk Top Pulse Oximeter
- Patient Monitoring Systems (Pulse Oximeter)
- Cholesterol Monitors
- IV Fluid Warmers
- Digital Thermometers
Opto's Product Range
The term opto-electronics implies the combination of optical and
electronics phenomena in a single device. The company's coverage of
optoelectronics component products largely reflects that definition.
SpO Sensors
2
These consist of Oxy
sensors (Emitter and
Detector assemblies)
coupled with
specialized cable
assembles or
customized interface
circuitry to link to
overall patient
monitoring system for
checking the
percentage of Saturated Oxygen in the blood. It also checks the
Pulse rate. SpO2 Sensors can meet all the specifications and
Requirements of customers. Opto Circuits has the capability to make
the Emitters and Detectors of both Lead frames as well as ceramic
versions, required for the SpO2 Sensors and can handle and assemble
various kinds of tapes and housings for making them. All Sensors are
tested comprehensively (100%) for its functionality. Depending on
the customer requirement, each Sensor is identified for traceability
and packed.
Multiparameter Monitors
These are used in operation theatres & intensive care units. These
systems are used for monitoring the patient's vital signs such as ECG,
blood pressure, temperature & oxygen level saturations.
9

10
BUSINESS MODEL
Driving Growth through Niche Products
Desktop Pulse Oximeter
This range consists of desk top pulse oximeters, which are used in
operation theatres as well as intensive care units. These have now
been enhanced with added features like connectivity to the computer,
nurse call back facility & features like battery back up, which puts it in
the league of International brands.
Pulse Oximeters
It uses non invasive method of monitoring the percentage of
Hemoglobin saturated with oxygen. The Pulse Oximeter consists of
a sensor attached to the patients finger/Ear lobe, which is linked to a
computerized unit. It also gives a signal for each pulse beat and heart
rate.
Mini Pulse Oximeter:
This is a small oximeter used at hospitals, at
clinics, for sleep screening and for home
health care. This can be used with either the
integral finger sensor or with a cable
adaptor module as well as with a variety of
adult & pediatric sensors.
Cholesterol Monitors
Cholesterol Monitor is a
portable battery-operated
instrument. It is an invasive
method of measuring the total
cholesterol in the blood. A drop
of blood when placed on a
chemical strip changes the
colour of the strip from white to
gray. The unit also undertakes
health risk analysis based on the cholesterol value. This monitor can
indicate heart attack and cardiac arrest risk for various biological
ages. It is US-FDA approved.
Fluid warmer
It is used during surgeries and blood
transfusions, as it helps in
maintaining the temperature of
blood at 37 degree Celsius (human
body temperature) for smooth flow
of blood. It is particularly necessary
in cold areas, where the blood becomes thicker resulting in thermal
shocks that can often prove fatal for patients. This product has been
extensively used by the US army in Iraq.
Digital Thermometer
Unlike the conventional mercury based thermometers, this product
comes with a microprocessor chip and a thermistor for enabling quick
and accurate measurement of body temperature. The sales of Opto's
digital thermometers displayed a sharp uptrend during the SARS
crisis.

BUSINESS MODEL
Driving Growth through Niche Products
Access Thermal Bill Printer
ACCESS is a multi-font graphics
thermal printer, which lays claim to
be the world's fastest bill printer in
that segment. With a printing speed
of 18 lines per second (LPS), ACCESS
is compact and styled to fetch a very
high level of integration and a robust
performance. ACCESS is specifically
developed to print patient data
quickly through monitors, enabling doctors to take quick decisions.
These printers will also find industrial and commercial applications.
Multi parameter Monitor Model 720/960 P
The Multi Parameter Monitor (Model 720), now has enhanced
features….960 P is part of Opto's pioneering healthcare portfolio
that comprises other leading technologies like Fluid Warmers, SPO2
Probes and Pulse Oximeters. Model 720, a new-gen variation of the
existing monitors in OCI's portfolio, is a display of vital parameters
such as Blood Pressure, SP02, Heart Rate and Temperature. This 24hour
recording system has an in-built printing facility and a feature
that alerts the nurse-station during an emergency. Designed to
deliver data in five different languages and manufactured at OCI's
facility which meets international standards, Model 720, an IP of
OCI, is a global success in critical healthcare monitoring.
Model 900
It is a Pulse Oximeter with Waveform (Model 900). It is an upgrade
to display graphical and tabular trends in oxygen saturation and
heartbeats. Model 900 is also equipped with reusable and disposable
sensors that can be administered on adult, pediatric & neonate
patients.
Infrared Emitters:
Infrared emitters are discrete components that emit infrared
(invisible) light. They arc basic building blocks in optoelectronic
applications. The company's emitters consist of light emitting diode
(LF.D) chips with lead frames and gold wiring that are mounted on
printed circuit boards (PCBs) or ceramic carriers or in plastic
packages.
Infra Red Detectors:
Infrared Detectors are discrete components that detect or receive
infrared light. They too are building blocks in optoelectronic
applications. They consist of light sensors such as photodiodes and
phototransistors, which are semiconductor chips capable of
converting light into electrical signals. The company's sensors are
attached to lead frames and are mounted on PCBs or ceramic carriers
or in plastic packages.
Photo Sensor, Detector and Emitter Assemblies:
These products also involve multiple components and combinations
of detector and emitters. Opto's sensor assembles are used to sense
motion, objects speed and distance.
11

12
ADVANCED MICRONIC DEVICES LTD.
EuroCOR
Interventional

Driving Growth
the
Inorganic Route
13

14
INORGANIC GROWTH
A Growth Driver
Majority stake in Advanced Micronics Devices Limited
Advanced Micronics Devices Limited (AMDL) was Opto's
acquisition in 2001. AMDL is a listed company engaged in
manufacturing and marketing of critical cardiac-care and other
health-care equipments. The company has its state-of-the-art
manufacturing facility at Electronic City, Bangalore, India. It has a
full-fledged R&D set-up with a product design division. It has
marketing offices at all the important metros in India. With about
60% stake in AMDL, Opto can leverage the company's well settled &
widespread distribution/ service network. Currently, AMDL
distributes Mediad Inc's products in India to various hospitals. It also
distributes products for big players like Medtronics, J&J and Boston
Scientific in the domestic market. Over the next few years, AMDL
will emerge as a major force in the domestic market for all OCI
products including Eurocor.
Digital Thermometer division from HLL
Opto acquired the digital thermometer division of HLL at Chennai in
2002 for Rs50mn. Unlike the conventional mercury based
thermometers, this product comes with a microprocessor chip and a
thermister for enabling quick and accurate measurement of body
temperature. The conventional mercury based thermometers (MT)
are banned in the US mainly because the exposure to mercury may
cause a variety of health effects in people. The total market size in the
US alone is over 25mn per annum. In India, the market for DT is yet
to develop due to the huge cost difference. At the time of acquisition
of this division from HLL, the division was reporting losses. However
just after the acquisition, SARS broke out across the South East Asian
region and the company was able to supply digital thermometers to
the respective governments of the disease struck countries. This led to
tremendous volume growth in the product which enabled a speedy
turnaround.
Patient monitoring division of Palco Labs, USA
Opto acquired the patient monitoring division of Palco labs, USA in
2003 and renamed the same as Mediaid Inc., a separate entity.
Mediaid is the 100% subsidiary of our Company and we use Mediaid's
strong distribution network spread across the US, Latin America and
Europe to market its brands. Earlier, the patent for SpO sensor was
2
with US-based Tyco-Nellcor for around 13 years. After the patent
expired in November 2003, a huge market has opened up for sensors.
Opto with a low cost manufacturing base and standard quality
products is well positioned to take advantage of the outsourcing
opportunities. With Opto's subsidiary, Mediaid Inc., securing CE
approval in 2003 and US FDA approval for Spo2 sensors in 2004,
Opto is geared up to compete in the market. Further, there seems to
be a huge market for Opto's products in the US and Europe which we
propose to capitalize by establishing branches through our subsidiary
Mediaid Inc. Opto would like to add more OEMs to our existing
clients to improve our market share.
MediAid Inc, USA enjoys strong distribution network spread across
the US, Latin America and Europe. Some of the recent successes for
the company were tie ups & distributor-ship arrangements with some
companies for the Canadian and Japanese markets. During the year
under review, Mediaid received a new distribution and pricing
agreement (DAPA) from a Defence Personnel Support Centre based
in Philadelphia. With this agreement, the company would able to
distribute the FDA approved SpO2 Sensors and Patient Monitoring
Devices at specific prices through the Medical Prime Vendor
Programme (MPVP). Opto's strategy would be to focus on the
marketing efforts of OEMs and complex products and systems.
Altron Industries (P) Ltd
Opto acquired a 100% stake in Altron Industries (P) Ltd in 2004.
Altron is an ISO 9001 certified company engaged in Electronic
Manufacturing services (EMS), having its state of the art
manufacturing facility at Electronic City, Bangalore. The unit is
capable of mass manufacturing electronic products and assemblies to
world standard requirements.

EUROCOR GmbH
The Jewel in the Crown
Opto acquired Eurocor GMbH in Germany, a company specializing
in the manufacturing of cardiac stents of various types for a
consideration of 11mn Euros (Rs.600 million). Besides receiving new
distribution and pricing agreements from defence USA, this has been
a major development at Opto.
Company Background
Eurocor GmbH (Eurocor) is a new European Life Sciences Technology
corporation specializing in the research, development and
manufacture of interventional cardiology products. They are into the
business of coronary stent technologies and special cardiovascular
devices. The founder is Dr. Michael Orlowski, who is the director &
CEO. Headquartered at Bonn, Germany, with subsidiaries in France
& Poland, Eurocor has a worldwide distribution network in 36
countries. Eurocor specializes in cardiological & peripheral stenting
technology with products like Genius, Magic, Taxcor, and Minimax.
Besides, it also has coronary dilatation catheters in its portfolio as well
as Peripheral stenting catheters.
Eurocor has launched drug eluting stents (DES) which gives safer
long term patient results. Eurocor intends to implement a project for
drug coating not only to fight restenosis, but also to provide a natural
healing solution for it, after coronary stenting through the release of
two different drugs to the coronary artery wall.
Management board
Name Designation
Dr. Michael Orlowski Chief Executive Officer
Barbara Fricke International Order Processing
Katja Busch International Marketing
Raymond Tam Business Director, Asia Pacific
R. Jaganathan Finance and Administration
Dr. Samandi Microbiology & Biomedical Engineering
Elvira Pasch Logistics
Karin Wollsiefen Management Assistant
Clinical Advisory board
Name Designation
Prof. Dr. Thomas Ischinger Hospital Bogenhausen,
Munic/Germany
Prof. Dr. Nicolaus Reifart Hospital Bad-Soden, Germany
Dr. Antonio Colombo Columbus Hospital, Milan/Italy
Dr. Martin Rothman London Chest Hospital
Dr. Jan Kovac Univ. Leicester Hospital
Great Britain
Prof. Gerhard Bauriedel University Hospital of Bonn/
Germany
15

16
PRODUCT
PROFILE
Heart surgery has been revolutionized in the past ten years with the
development of minimally invasive procedures. In order to keep the
coronary artery open, a new device was developed and clinically
approved in the early 90s, the coronary stent. It is a small metal tube,
which is deployed inside the coronary artery lesion by means of a
coronary stent delivery system in order to keep the diameter of the
stented vessel open.
The company makes the following varieties of stents in Germany.
Taxcor - Paclitaxel - Eluting Coronary Stent System
Taxcor provides a pure biological DLC carbonized coronary stent
surface. The drug paclitaxel is incorporated in an exclusive, organic
biodegradable Hyper biopolymer stent coating. The patient directed
drug eluting technology ensures controlled PACLITAXEL release
Kinetics. There is no potential of long term side effects for the patient.
Taxcor eliminates any polymer-induced, late adverse effect potential.
It eliminates the risk of subacute thrombosis by blood clot formation,
fully elutes the entire drug dosage in 20 days. Taxcor's carbon coating
protects the patient against sensitivity reactions. Taxcor does not
require long-term Antiplatelet Therapy. It is fully DLC- Diamond
like carbon coated
Genius Megaflex
Genius Magic
Bioflexible coronary stent system
has a low restenosis option with
High Clinical safety and efficacy
alternative to DES.The bio flexible
Megaflex complies with vessel
motion, significantly reducing
vascular trauma. It provides a very
high radial force to the artery wall
and ensures a maximized intrastent
luminal gain.
Super thin cobalt chromium coronary stent system biology based
“MEGAFLEXIBILITY” coronary stent biomechanics reduces
restenosis, significantly. Genius MAGIC follows nature by superior
pulse synchronicity with every heart beat.
Radimax-Peripheral Stenting
This is a state of the art self-expanding peripheral Stenting
Technology.Radimax is manufactured from a solid nitinol tube
without any welding points. Radimax is a top clinical performance
stenting product providing unique vessel support without risk of
vessel reaction.
How the Eurocor acquistion benefits OPTO
Operational
The acquisition of Eurocor leads to product diversification for Opto.
Prior to the acquisition, Opto was only present in the non invasive
market. This development enables Opto to enter the invasive
segment and enhance its product portfolio. On the other hand Opto

PRODUCT
PROFILE
can utilize Eurocor's distribution network which is in 36 countries to
enhance its reach to distribute its products.
Financial
Opto has designed a unique method of payment for the acquisition of
Eurocor which is based upon certain milestones achieved by Eurocor.
Opto paid 4.18mn Euros upfront for the acquisition and further
0.5mn Euros paid in two installments of 0.25mn Euros on March 31,
2006 & another 0.25mn Euros payment on June 30, 2006.
Subsequently, if Eurocor achieves a turnover of 10mn Euros by
February 2007 Opto will pay 60% of the turnover in excess of 10mn
Euros. The amount so payable will be restricted to 3mn Euros.
Thereafter, should the company achieve a turnover in excess of 20mn
Euros for a 12-month period ended February 2008, Opto would be
paying 60% of the turnover that is above 20mn Euros. The amount so
payable will be restricted to 3mn Euros. The maximum payment,
which would have to be made, is 11mn Euros. Both, Opto and
Eurocor are confident of achieving the milestones as indicated above.
Opportunity and Strategy
The global market size for stents is estimated to be US$8bn of which
USA comprises of US$4bn, Europe US$3bn and rest of the world
comprising of US$1bn. The stent market is growing at 14% pa. Opto
has recently received CE approval for 2 stents, Taxcor - I and Taxcor-
II, which presents an opportunity to penetrate the non US & Japanese
markets using our distribution setup and low cost manufacturing
advantage. These markets comprise 36 countries and the company
already have product registrations in 29 of those countries. Opto has
signed contracts with 32 distributors in 32 different countries who
would be selling its products. Opto would also be using media like
internet, television, magazines and cardiological seminars to promote
its products.
The domestic market for stents is also very big with over 60,000
stents sold in 2005 which is likely to go up to over 80,000 in 2006.
Eurocor already has a distribution set up in India and the company is
confident of penetrating the markets further. Opto aims to achieve a
5-7% market share for its domestic operations.
In order to remain competitive, the company would constantly invest
in R&D which would help it discover second generation and third
generation stents.
Although Opto is a new entrant and faces competition from
established players like Johnson & Johnson, Medtronics and Boston
Scientific, it is confident of achieving a minimum 3-5% market share
in Europe and rest of the world. Opto and Eurocor are also taking the
right steps to obtain FDA approval for its stents.
Achievements of Eurocor after the acquisition
Eurocor received CE mark approval for four of their products:
Amadeus Supercross-
which is a coronary dilatation catheter,
E-wire a guide wire for intraventional use & an important
breakthrough product 'Taxcor I' which is first of its kind polymer free
Paclitaxel drug eluting stent. The CE mark has opened newer
markets like Hong Kong, Pakistan, India, Taiwan, China, all of
Europe, Middle East, Far East, South America & Africa & Taxcor II-
which is a biopolymer drug eluting stent.
A major achievement from the OCI- Eurocor union is the distribution
agreement has signed with the German/Swiss medical device sales
organization "Fumedica AG". Fumedica AG has taken overall
marketing and distribution rights of Eurocor's entire range of
coronary stent systems and balloon dilatation catheters, for the
German and Swiss market. This was the first major agreement signed
by Eurocor, after it was acquired by OCIL in January 2006.
Another important landmark deal was the signing of a distribution
agreement with a large distributor in Brazil to cover Latin American
markets for marketing its blockbuster drug eluting stent 'TAXCOR'.
The company has also bagged an additional order from Egypt.
In May'06 OCI participated in the Paris Course of Revascularization
(PCR) in France. This helped the company in further accessing newer
markets like Egypt & Latin America.
17

Tete'a-Tete'
with Dr. Michael Orlowski
In a frank and free-wheeling interview, Dr. Michael Orlowski, CEO,
EuroCor GmbH, highlights how EuroCor would benefit from Opto's
global presence and better managerial skills.
Qs. What was the primary reason behind selling Eurocor to
Opto Circuits?
Ans : To be honest, I needed money for R&D and for working capital
and did approach many banks in Germany during 2004-05. At
that time, the German economy was slowing down and I
received a poor response from the banks. The bankers asked me
to approach them again after a year's time but without any
commitment. Around that time, Opto Circuits approached me
and after detailed discussions, Eurocor and Opto Circuits
decided to move ahead together.
Qs. How will Eurocor benefit from the integration with Opto
Circuits?
Ans : Opto Circuits will bring in tighter cost control for EuroCor. We
plan to do some back-end operations in India which will help
save money. Opto has a strong marketing and distribution
network across the globe which we can leverage to penetrate
new geographies. EuroCor has no presence in USA. When we
get the USFDA approval for stents, we would look to bank upon
Opto's presence in the market. More importantly, Opto also
brings in superior managerial skills in terms of finance.
Qs. What would be the success drivers for EuroCor as receipt
of CE approval is behind us?
Ans : CE approval was a very big thing for EuroCor. I can proudly say
that our efforts over the past few years are starting to bear fruit.
We have started marketing our products in 29 of the 36
countries where we have obtained registrations. We have also
appointed a very strong distribution team. I believe our
products are superior to those of our competitors and they
should receive an overwhelming response. We are organizing
various awareness programs for cardiologists, who in turn could
recommend our products. We had one very successful campaign
in Paris and are going to organize a similar event in Mumbai over
the next few months. Our success drivers would be our products
and our ability to market them efficiently.
Qs. Will technology obsolescence be a big threat for EuroCor?
Ans : We have already received a patent for our Taxcor DES product
which is far superior to that of our competitors. The patent is for
20 years, due to expire in 2023. We are constantly investing in
R&D which will help us in innovating new products.
18

Expanding
Geographies
19

20
BUSINESS
STRATEGIST
“R&D is a very integral part of the opto electronic industry. We
believe investment in R&D would enable us to roll out newer
products in the market. Last year, we launched three products and
they received a favorable response from customers. This year too, we
are looking at launching three to four products with an addressable
market of US$0.5-1bn.”
“Eurocor is a very significant acquisition for the company. We are in
the process of integrating the operations of the two companies. Opto
would be doing some back-end operations for Eurocor's products in
India which will help save cost and make our products competitive.
Our products have already received tremendous response in the
markets where we have set up a base. We are well on track to achieve
the targeted sales for the year.”
“We are currently going through a consolidation phase with the
prime focus being on identifying and driving synergies between Opto
& Eurocor. The entire industry is going through a consolidation phase
and opportunities are bound to arise.”
“If we believe the targeted company is a good strategic fit for us and
the valuations are attractive we may go ahead with the acquisition. As
regards the area of operation of the targeted company, we would look
at a company with a thrust on R&D.”
“We have also earmarked Rs.194mn from the follow on issue
proceeds to set up a R&D center. Our proposal of setting up joint
R&D operations with leading opto- electronic companies has also
generated a positive response. We are confident that our investments
in R&D would be a major driver for growth over the longer term.”
“Although the majority of our revenues comes from the international
markets, I believe domestic market would also be a significant
contributor over the next two years. In India, people have become
more health conscious and are increasing their spending on
healthcare. The domestic market is on the point of inflexion. Our
products in the domestic market are marketed by our subsidiary
Advanced Micronics Devices Limited (AMDL). With growth picking
up, AMDL will have a critical role to play.”
Jayesh Patel

OUR OFFICES
Opto is a 100% EOU. Majority of our production is currently
exported. Our vision is to be a global company with a strong reach & a
geographical spread which spans the globe.
Opto started its operations in the USA through its wholly owned
subsidiary, Mediaid Inc. since 2002. Mediaid has an established
distribution network across US, Latin America and Europe. With
over 170 distributors Mediaid Inc. helps in distributing Opto's
products.
Furthering its reach Opto opened offices in Singapore, Malaysia & Far
East with the help of its subsidiary Mediaid Inc. also present in
Singapore. Apart from this, Mediaid Inc. also has branches in
Germany & Dubai. Through these offices Mediaid Inc. has formed a
network of distributors in each place. Thus making the presence of
Opto & its products felt in this part of the globe.
Opto acquired Eurocor in 2005. Eurocor currently sells its products
in over 36 countries around the world. Eurocor's manufacturing and
R&D facilities are based out of Bonn, and it has marketing offices in
France and Poland. This distribution network has spread Opto's reach
in Europe & neighboring countries.
Opto will continue to increase its geographical spread & will also
focus on inorganic growth plans, wherein it can acquire companies in
the healthcare domain, which share the same values & vision of Opto.
OPTO's Global Offices:
USA
Mediaid Inc.
17517 Fabrica Way, Suite H
Cerritos, CA 90703 USA
P 714.367.2848
F 714.367.2852
info@mediaidinc.com
Latin America:
Mediaid Inc
P 714.367.2848
F 714.367.2852
info@mediaidinc.com
Middle East :
Vivek Malhotra
P.O. Box 18122
LB02-115, Jebel Ali Free Zone,
Dubai - U.A.E.
Telefax: +971.4.8818514
Mobile: +971.50.7696235
vivek@mediaidinc.com
Regional Offices:
Europe:
Mediaid Gmbh
41515 Grevenbroich, Germany
P 011.49.21.81.2129918
F 011.49.21.81.2129287
info@mediaidinc.com
Russia:
Helena Tereshina (Russia)
011.7095.778.5925
htereshina@mediaidinc.com
21

22
OUR OFFICES
International Sales Support:
Cindy Rico
714.367.2848 x223
customerservice1@mediaidinc.com
Office in Poland
Eurocor Polska
Ul. Instalatorow 9
02 - 237 Warszawa
Poland
Phone: +48 - 22 / 8 462 051 283
Fax: +48 - 22 / 8 683 173
email: polska-office@eurocor.de
Eurocor Worldwide Network
Headquarters
Eurocor GmbH
Rheinwerkallee 2
D-53227 Bonn
Germany
Phone: +49 - 228 / 20 150 - 0
Fax: +49 - 228 / 20 150 - 5
email: info@eurocor.de
Eurocor International Distribution
Germany
France
England
Italy
Spain
Portugal
Austria
Switzerland
Poland
Czech Republic
Slovakia
Brazil
Argentina
India
China/Hongkong
South Korea
Japan
Iran
Israel
Egypt
Turkey
Holland
Belgium
Saudi-Arabia

23
GLOBAL
STRATEGIST
“ Our products like the SpO2 sensors and Pulse Oximeters find major
demand in the USA & European markets. In addition USA & Europe,
Asia Pacific is also a big market for us.”
“ We are extremely confident of sustaining our growth rate. We are
focused on niche segments of opto-electronics. Technology and chip
design is a definite entry barrier in this business and we also have the
advantage of a low cost base which our competitors in the West do not
have.”
“ We have a strong marketing team at Mediaid. We are the preferred
vendors for esteemed OEM's. In addition, our constant investments
in R&D enable us to launch new products in the markets. In FY06,
we launched 3-4 new products which received good response and I
am confident that we would launch a similar number this fiscal as
well.”
“Competition is present in every business and opto-electronics is no
exception. However certain specialized skill sets in terms of
technology and chip design are needed in this business and the
gestation period is long. Getting USFDA approval has been a very big
advantage for Opto. Even if someone wants to enter the industry
today with all technological skills, it will take a minimum of two years
before the regulatory approvals are obtained and they can supply in
the US markets. Furthermore, it is tough to gain acceptance for
products as applications are critical in nature.
“We have a strong order book in place for the core business. We would
be looking at expanding our presence in newer geographies. We
believe the Middle East market looks very attractive and have set up
offices there.”
“ We are looking at setting up marketing offices in various other
countries where we believe our products can generate good demand. I
believe the results from the new start up offices would be visible
starting next year. Our strategy is to penetrate newer geographies for
growth.”
Thomas Dietiker

24
Transcending
the Number Barrier
FINANCIAL
INTERFACE
“Eurocor is the biggest acquisition for Opto. Stents market worth
US$10bn is a big market growing at 15% annually. After the
acquisition, Eurocor has received CE approval for its Taxcor Drug
Eluting Stents.”
“We believe our pricing and marketing strategy will help us in
capturing 2-3% share in European market over the next two years.”
“The domestic market is also huge with over 60,000 stents sold in
2005 and 80,000 stents in 2006. I am very confident of Eurocor
achieving good growth from the stent market. The acquisition of
EuroCor leads to product diversification for Opto. Prior to the
acquisition, Opto was only present in the non invasive market. This
development enables Opto to enter the invasive segment and
enhance our product portfolio. On the other hand Opto can utilize
EuroCor's distribution network which is in 36 countries to enhance its
reach to distribute its products.”
“ Opto generates surplus cash even on a standalone basis and is in a
position to fund its recurring capital expenditure from its internal
accruals. We did raise debt in order to fund the EuroCor acquisition
which subsequently has been repaid from the FPO proceeds.
Furthermore, there is adequate scope for the company to raise low
cost funds, as and when required.”
“Relatively higher debtor days is the norm in the healthcare industry.
Shipment of goods takes around 90 days. We have a strong client
base, which includes prominent customers. Hence, the chance of
default is very low for the company. Also we are not dependent on a
single customer, single product or a single market for growth.”
“Opto being a 100% EOU with large imports enjoys the position of
natural hedging for all its foreign currency transactions. Therefore,
the weakness of US dollar will not really impact profitability.”
Bodapati Bhaskar
Group CFO

Financial Review
25

26
5YEAR FINANCIAL SUMMARY &
KEY RATIOS
FINANCIAL SUMMARY
Rs. in Millions
FINANCIALS 01-02 02-03 03-04 04-05 05-06
Sales 310.16 380.57 585.24 791.43 1160.36
Profit Before tax 66.71 77.49 130.26 194.14 351.60
Profit after tax 66.38 75.01 130.51 191.64 350.28
EPS 6.29 6.51 9.47 10.66 13.07
Gross Block 117.37 161.04 224.63 236.22 260.35
Net Block 91.48 129.00 183.13 185.61 200.85
Networth 263.51 321.71 412.97 532.68 728.94
Capital Employed 382.13 535.22 630.90 691.73 1337.21
% OF Dividend Declared 30% 30% 30% 35% 40%
Dividend payout 29.87 38.49 46.53 70.73 140.52
Bonus declared 1:10 2:10 3:10 5:10 1:1
Bonus shares issued 10.34 22.75 41.24 89.36
KEY RATIOS
FINANCIAL PERFORMANCE RATIO 01-02 02-03 03-04 04-05 05-06
EMPLOYEE COSTS / NET SALES 3% 4% 3% 3% 2%
INTEREST / TOTAL INCOME 6% 4% 3% 2% 3%
PAT / NET SALES 21% 19% 22% 24% 30%
EBIDTA / NET SALES 26% 25% 27% 29% 32%
RONW (PAT / NET WORTH) 25% 23% 32% 36% 48%
ROCE 17% 14% 21% 28% 26%
SALES / GROSS BLOCK (TIMES) 2.64 2.36 2.61 3.35 4.46
TOTAL INCOME / WORKING CAPITAL 1.36 1.12 1.69 1.96 1.63
DEBT EQUITY RATIO (TIMES) 0.45 0.66 0.53 0.30 0.80
CURRENT RATIO (TIMES) 4.69 4.85 3.97 3.00 3.37
CASH AND EQUIVALENTS / TOTAL ASSETS % 1% 10% 1% 3% 2%

WHAT THE NUMBERS SAY
Key Ratios & Graphs
Rs in Million
Rs in Million
310
01-02
66
381
Sales
585
791
1160
02-03 03-04
Financials Years
04-05 05-06
Profit after tax
75
131
192
350
01-02 02-03 03-04 04-05 05-06
Financials Years
Series2
Rs in Million
Amount In RS
6.29
67
77
Profit before tax
130
194
352
01-02 02-03 03-04 04-05 05-06
Financials Years
6.51
EPS
9.47
10.66
13.07
01-02 02-03 03-04 04-05 05-06
Financials Years
27

28
WHAT THE NUMBERS SAY
Key Ratios & Graphs
In %
Rs in Million
21%
01-02 02-03 03-04
Financials Years
04-05 05-06
117
161
20%
PATTOSALES
22%
Gross Block
225
236
24%
260
30%
01-02 02-03 03-04
Financials Years
04-05 05-06
Rs in Million
Amount in Rs Millions
382
01-02 02-03 03-04 04-05 05-06
264
535
Capital Employed
Financials Years
322
631
Net worth
413
01-02 02-03 03-04 04-05 05-06
Financial years
692
533
1337
743

WHAT THE NUMBERS DO NOT SAY
Success Drivers
Diversification into Invasive Segment
The acquisition of Eurocor leads to product diversification and
enables Opto to enter the invasive segment and enhance its product
portfolio. On the other hand, it can utilize Eurocor's distribution
network which is in 36 countries to enhance our reach to distribute
our products. OCIL is in the process of integrating its operations with
EuroCor
US FDA approval for SpO sensors
Emerging Outsourcing Opportunities
Huge Market to be Tapped
Emerging Domestic Demand
2
The US market size of this product is estimated at 70% of the total
global demand of US$0.5bn and Opto has a market share of 2.5-3%
thereof. In FY06, Mediaid, OCIL's 100% subsidiary received a new
distribution and pricing agreement (DAPA) from a Defence
Personnel Support Centre (DPSC) based in Philadelphia. With this
agreement, the company would be able to distribute the FDA
approved SpO2 Sensors and Patient Monitoring Devices at specific
prices through the Medical Prime Vendor Programme (MPVP). At
this point in time, Opto is the only company in India to have an FDA
approval for exporting medical devices and an agreement with DPSC.
There is a visible trend among the OEMs in this sector to outsource
the design and manufacture of opto-electronic devices and valueadded
subsystems to fully integrated, independent manufacturers. If
this trend gathers momentum a niche manufacturer like Opto could
be a significant beneficiary.
The estimated market-size that Opto can cater to in non-invasive
sensing for healthcare with sensors and pulse oximeters exceeds
$880mn.
Given India's growing population and the fact that there are close to a
million hospital beds in India (marginally more than the US) for a
population which is over four times the US population, there exists
immense scope to supply patient monitoring devices, sensor probes
and other medical equipment to the Indian hospitals.
Penetrating New Markets
The global market size for stents is estimated to be US$8bn of which
USA comprises of US$4bn, Europe US$3bn and rest of the world
comprising of US$1bn. The stent market is growing at 14% pa.
EuroCor has recently received CE approval for its stents, which
presents them an opportunity to penetrate the non US & Japanese
markets market using our distribution setup and low cost
manufacturing advantage. The domestic market for stents is also very
big with over 60,000 stents sold in 2005 which is likely to go up to
over 80,000 in 2006.
Qualitative Improvement in Financials
The ROE (RONW) has improved significantly from 23.4% in FY03
to 45.9% in FY06. More importantly the quality of ROE has
improved significantly with increasing contribution from Net profit
Margin (NPM).
29

30
WEALTH CREATION
Total shareholder return is a measure of the gain delivered to the shareholders of
the company. Returns are calculated not only in terms of the dividend per share,
but also in terms of capital appreciation in the underlying investment.
The management of Opto Circuits believes in rewarding shareholders
handsomely, and this is reflected in the undermentioned list of
dividend and bonus shares announced by the company over the years:
FY Dividend Bonus Share
FY 2000-01 30% -
FY 2001-02 30% 1:10
FY 2002-03 30% 2:10
FY 2003-04 30% 3:10
FY 2004-05 30% 4:10
FY 2005-06 35% 5:10
FY2006-07 40% 1:1
Years Bonus Bonus Cumilative Dividend Dividend Cumilative
Shares Shares Investment % Amount Dividend
Ratio alloted in Shares
2000-01 - - 1000 30% 3000
2001-02 1:10 100 1000 30% 3000 6000
2002-03 2:10 220 1100 30% 3300 9300
2003-04 3:10 396 1320 30% 3960 13260
2004-05 5:10 858 1716 35% 6006 19266
2005-06 1:1 2574 2574 40% 9009 28275
2006-07 - - 5148 - - -
Returns
Initial investment 1000 at 50 50000
Add bonus shares 1574
Total shares as on date 2574 400 1029600
Add dividends 19266
Total returns 1048866
Asa%ofinvestment 2098%
Opto Circuits made a follow on public offer (FPO) of 4mn shares at a
price of Rs270 per share. The follow on issue was for an aggregate
sum of Rs.108 crore. The issue elicited a tremendous response and
was oversubscribed 4.89 times. The HNI portion was over subscribed
3.5 times, QIB portion 9.88 times and retail portion 1.54 times.
Opto's shares have generated a return of 48% over a short span of four
and a half months from the FPO issue closing date as compared to a
negative return of 12.2% by the BSE HealthCare Index. Opto has
been a significant out-performer as compared to every index in
a highly volatile market.
Table: Major index returns over April - August 2006
Index April 1 2006 16-Aug-06 Returns
BSE HC 3944 3463 (12.2)
BSE 200 1446 1373 (5.0)
BSE 500 4626 4354 (5.9)
SENSEX 11564 11448 (1.0)
NSE Nifty 3473 3356 (3.4)
CNX Midcap 4897 4265 (12.9)
This overwhelming response to the FPO highlights the faith
and trust that the public has in the company.
Table: Objects of FPO
Major Activity Cost (Rs mn)
To set up R&D center 194
Cost of upgrading infrastructure and for
modernizing and acquisition of additional
plant and machinery 164
Establishing marketing offices by wholly
owned subsidiary Mediaid, Inc. USA. 75
Additional Working Capital Margin 225
To meet part of the cost of acquisition of
EuroCOR, GmBH, Germany 272

31
Statutory Reports

COMPANY PERFORMANCE
Your company has recorded yet another year of good performance
during the year under review. The total revenue at Rs.1184.48
million for the year ended March 2006 as against Rs.783.75 million
for the same period during the previous year higher by 51% and profit
at Rs.350.62 million as of March 2006 as against Rs.190.43 million
for the same period during the previous year million represents as
increase of 84% over the previous year.
DIVIDEND
Considering the performance of the Company, your Directors' are
pleased to recommend an Dividend at the rate of 40% for the year
ended 31st March 2006 on the equity share capital, which amounts
Rs.4.00 per share.
MANAGEMENT DISCUSSION AND ANALYSIS
Executive Summary
Your Company is engaged in the Design, Development,
Manufacturing, Marketing and Distribution of Medical Electronic
Devices and Medical monitoring products employing Sensing and
Detection techniques. In the past fourteen years the company has
established itself as a leading supplier of noninvasive OEM Optical
sensors in the field of Patient monitoring systems.
The company has received US FDA approval for its SpO2 products. It
has also added two new products to its patient monitoring range.
32
DIRECTORS REPORT
st
Your Directors have pleasure in presenting their report on the business and operations of the company for the year ended 31 March 2006
Financial Results Year Ended
(Rs.in millions)
Year Ended
31.03.06 31.03.05
Total Revenue 1184.48 783.75
Profit before Depreciation 363.94 207.02
Depreciation 12.35 12.88
Profit before Tax 351.59 194.14
Provision for taxation 1.32 2.50
Prior year adjustments 0.34 (1.20)
Profit for the year 350.62 190.43
APPROPRIATION
Proposed Dividend 123.23 62.55
Tax on Dividend 17. 28 8.17
Surplus carried to Balance Sheet 210.11 119.71
The company is also expanding into new geographical territory with
offices established in Dubai and Germany. Our world wide
distribution network helps market our products globally.
COMPANY OVERVIEW
The group comprises Opto Circuits India Ltd, a public listed
company and Advanced Micronic Devices Limited, also a listed
company and Medi Aid Inc, USA. Opto Circuits India Ltd has been
steadily growing at an annual rate of approximately 36% and is a
leader in Medical Non-Invasive sensors. The combined revenues of
Opto and Advanced Micronic Devices Ltd, is Rs.1454.49 million (US
$ 32.40) million.
During the year your company also has acquired Eurocor Gmbh,
which is in the business of manufacturing Cardiac and Peripheral
stents with a market size of 10 Billion USD which is growing at the
rate of 15% annually.
After the acquisition Eurocor received the CE approval for its Taxcor
Drug Eluting Stents. The company has also acquired a 100% stake in
Altron Industries during 2004-05 which is engaged in providing
Electronic manufacturing services at its state of art manufacturing
facility at Electronic City, Bangalore.
During the current year, your company also had a very successful
follow on Public offering of 4 million shares at a price of Rs.270 per

DIRECTORS REPORT
share. The follow on issue was for an aggregate sum of Rs.1080
million. The issue elicited tremendous response and was over
subscribed 4.89 times. You will also be pleased to know that your
shares have been a significant out performer as compared to every
index in a highly volatile market.
The Company plans to expand its state of the art technology in
developing new models of patient monitoring systems like pulse
oximeters, multiparameter monitors and other Patient Monitoring
systems used in Critical Patient Care.
The company proposes to enhance its in-house R& D capability in the
US and India and to ensure continued leadership in the field.
Human Resources
One of the key assets of the company is its people and this is
strengthened by motivating them to perform at their best by
augmenting their skills through, training programs and recognition
mechanisms. The employee strength is 345 as at 31st March 2006.
BONUS SHARES
Your Directors are pleased to recommend Bonus shares on the fully
paid up shares in the ratio of 1 share for every 1 share held in the share
capital of the Company. The necessary resolution is incorporated in
the notice convening the Annual General Meeting for shareholders
consideration.
CORPORATE GOVERNANCE
Certificate dated 13 June 2006 of the auditors of your Company
regarding compliance of the conditions for Corporate Governance as
stipulated in Clause 49 of the listing agreement with stock exchanges,
is enclosed.
PARTICULARS OF EMPLOYEES
Information as per Section 217 (2A) of the Companies Act 1956, read
with Companies (Particulars of Employees) Rules 1975 as amended,
is available at the registered office of your Company. As per the
provisions of Section 219 (1) (b) (iv) of the said Act, the Report and
Accounts are being sent to all shareholders of the Company excluding
the statement of particulars of employee’s u/s 217 (2A) of the said
Act. Any shareholders interested in obtaining a copy of this statement
may write to the Company Secretary at the Registered Office of the
Company.
CONSERVATION OF ENERGY, RESEARCH &
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS 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 of energy, technology absorption
and foreign exchange earnings and outgo are furnished below:
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 computer
terminals. Air-conditioners are used only when required, thereby
enhancing energy efficiency.
Research and Development: Your Company has launched a
specialized Research & Development facility in Electronics City,
Bangalore. The research activities will focus on the design and
development of a new range of patient monitoring systems.
The Company plans to use state of the art technology in developing
new models of patient monitoring systems like pulse oximeter, non
invasive gadget used to keep a tab on oxygen and pulse rate.
Technology Absorption: Not applicable.
Foreign Exchange Earnings and outgo: The Company earned
Rs.634.16 million in Foreign Exchange. The Foreign Exchange outgo
including capital goods was Rs 612.01 million.
RESPONSIBILITY STATEMENTS
Pursuant to the requirement under Section 217 (2AA) of the
Companies Act, 1956, with respect to the Directors Responsibility
Statement, it is hereby confirmed:
That in the preparation of the Annual Accounts for the financial year
ended 31st March, 2006; the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
That they have selected such appropriate accounting policies and
applied them consistently and made judgment and estimated that
33

were reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of
the profit of the company for that period.
That they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act 1956, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities:
That the Directors have prepared the annual accounts for the
financial year ended 31st March 2006 on a going concern basis.
LISTING OF SECURITIES
The Company’s securities are listed in, The Mumbai Stock Exchange
and National Stock Exchange.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public
during the year.
PERSONNEL
The Employer – Employee relationship was cordial throughout the
year under review. The Board wishes to express its appreciation to the
sections of employees for their contribution to the growth of the
business during the year.
DIRECTORS
Mr.Jayesh Patel, Tom Dietiker & Mr.Suleman Merchant retire by
rotation and offer themselves for re-appointment. In compliance of
clause 49 of the listing agreement the board has recommended to
appoint Dr. V Balasubramaniam, Raj Kumar Raisinghaniah and
Dr.Anvay Mulay, as independent directors, who offer themselves for
appointment.
AUDITORS
The auditors M/s. Anand Shenoy & Co., Chartered Accountants,
Bangalore retire at the conclusion of the forthcoming Annual General
Meeting. Your Company has received a letter from them to the effect
that their re-appointment, if made, will be in accordance with the
provisions of Section 224 (-B) of the Companies Act 1956.
34
DIRECTORS REPORT
ACKNOWLEDGMENT
The Directors wish to thank all Stakeholders and Business Partners
Your Company’s Bankers, Financial Institutions, and Business
Associate for their continued support and valuable co-operation. The
Directors also wish to express their gratitude to investors for the faith
that they continue to repose in the Company.
For and on behalf of the Board
sd/-
Date : 21st August 2006 VINOD RAMNANI
Place : Bangalore Chairman & Managing Director

CORPORATE
GOVERNANCE
In compliance with clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters mentioned in the said
clause and lists the practices followed by the Company.
1. PHILOSOPHY ON THE CODE OF GOVERNANCE
OPTO Circuits (India) Limited's philosophy on corporate governance envisages transparency, accountability, integrity, consistent value systems,
delegation and responsibility. The Company tries to work by these principles in all its interactions with Shareholders, Employees, Customers,
Suppliers and Statutory authorities. The Corporate Governance comprises of a unique combination of factors likes regulations, compliance, policies
and economic environments, voluntary practices and disclosures.
2. BOARD OF DIRECTORS
Composition and provisions as to Board and Committees
Your company's Board comprises of 8 Directors out of which 4 are executive. The details of directors with regard to outside directorships, committee
positions as well as attendance at Board/general meetings are as follows
NAME CATEGORY Month and Designa- No. of No. of Member- Chairman Whether
year of tion Meetings Membership ship of of Attended
appoint- in Board Board Board Last
ment Other Committee Committee AGM
Held Attended Companies
Mr. Vinod Ramnani Executive 08-06-1992 Chairman 15 15 1 Nil Nil Yes
Mrs. Usha Ramnani Executive 08-06-1992 Director 15 13 1 1 No Yes
Mr. Jayesh Patel Non-Executive
Director
03-04-2000 Director 15 05 Nil Nil Nil Yes
Mr. Thomas Deitiker Non-Executive
Director
03-04-2000 Director 15 03 Nil Nil Nil Yes
Dr. Suleman Adam Non-Executive 20-08-2001 Director 15 13 1 3 1 No
Merchant Director
Dr. Anvay Mulay Non-Executive 31-12-2005 Director 15 04 1 2 Nil No
Director
Mr. Rajkumar Non-Executive 31-12-2005 Director 15 05 1 1 Nil No
Raisinghani Director
Mr. V Balasubramaniam Non-Executive 31-12-2005 Director 15 04 3 2 2 No
35

CORPORATE GOVERNANCE
Mr. Mahesh Patel resigned as on 31st December 2005. Dr. Anvay Mulay , Mr. V Balasubramaniam and Mr. Rajkumar Raisinghani were appointed as
additional Directors on 31st December 2005. and they hold office up to the date of Annual General Meeting. They need to be re-appointed by the
members of the Company.
Pursuant to the provisions of the Companies Act 1956, Mr. Jayesh Patel, Mr Thomas Dietiker and Dr Suleman Adam Merchant retire by rotation at
the ensuing Annual General Meeting and being eligible offers themselves for reelection.
Code of Conduct
The Board of Directors of your Company have laid down a Code of Conduct ('the Code') applicable to all Board Members and Senior Management
personnel of your Company. A Declaration from the CEO of your Company to the effect that all Board Members and Senior Management personnel of
your Company have affirmed Compliance with the Code, forms a part of this Report.
DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Memebers and the Senior Management Personnel have
affirmed compliance with the Code of Conduct for the year ended 31st March 2006
3. AUDIT COMMITTEE
The Company has a qualified and indipendent Audit Committee. The present Committee consists of 3 members all being Non-Executive
Independent Directors. The details are given below:
S. No Name of the Members Category Present position
1 Mr. V Balasubramanian Independent Director Chairman
2 Dr. Anvay Mulay Independent Director Member
3 Dr. Suleman Merchant Independent Director Member
The attendance of the members are given below:
S. No. Name of the Members Attendance Changes during the year
Inducted on Ceased on
1 Mr. Mahesh C Patel 3 - 31-12-2005
2 Ms. Usha Ramnani 3 - 31-12-2005
3 Dr. Suleman Merchant 4 - -
4 Mr. V Balasubramanian 1 31-12-2005 -
5 Dr. Anvay Mulay 1 31-12-2005 -
36

CORPORATE GOVERNANCE
The Audit Committee has the following powers:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee,
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise, if it considers necessary
The role of the Audit Committee includes the following
- Over view of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are
fairly stated.
- Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment of any other services.
- Reviewing with management the annual financial statement before submission to the Board
- Reviewing the internal audit system and scope of internal audit.
- Reviewing with management the annual financial statement before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's 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
-
The Audit Committee reviews the following information:
1. Management Discussion and Analysis of financial condition and results of operations,
2. Statement of significant related party transactions ( as defined by the Audit Committee), submitted by management,
3. Management letters/ letters of internal control weaknesses issued by the statutory auditors, if any,
4. Internal audit reports relating to internal control weaknesses and
5. The appointment , removal and terms of remuneration of the Chief Internal Auditors
-
During the year 2006, four audit committee meetings were held. The requirements on periodicity and time gap between two meetings were in
accordance with the requirements of clause 49 of the listing agreements.
4. REMUNERATION COMMITTEE:
The Board constituted a Remuneration Committee which presently comprises of 3 Non Executive Independent Directors
S. No Name of the Members Category Present position
1 Mr. V Balasubramanian Independent Director Chairman
2 Dr. Suleman Merchant Independent Director Member
3 Mr. Rajkumar Raisinghani Independent Director Member
37

CORPORATE GOVERNANCE
The committee reviews and decides the overall remuneration of the key employees of the company and the Wholetime Directors.
The Committee has been empowered to review/ recommend appointment and remuneration of the executive & Non-executive Directors. The
Committee met once during the financial year
The details of the Attendance & remuneration paid to the Directors during the year 2006 are given below
Sl. No Name of the Director Salary # Perquisites* Total
1 Mr. Vinod Ramnani 33,75,000 16,87,500 50,62,500
2 Mrs Usha Ramnani 33,75,000 16,87,500 50,62,500
3 Mr. Jayesh Patel Nil Nil Nil
4 Mr. Thomas Deitiker Nil Nil Nil
5 Dr.Suleman Adam Merchant Nil Nil Nil
6 Dr. Anvay Mulay Nil Nil Nil
7 Mr. Balasubramaniam Nil Nil Nil
8 Mr. Rajkumar Raisinghani Nil Nil Nil
Note:
# Salary includes bonus.
*Perquisites includes House Rent Allowance, Leave Travel Assistance, Medical
Reimbursement and contribution to Provident Fund and Superannuation Fund.
Besides this, all the Whole time Directors were also entitled to Gratuity and encashment of leave at the end of tenure, as per the rules of the Company.
5. SHAREHOLDER'S /INVESTORS' GRIEVANCE COMMITTEE.
38
The Shareholders/ Investors Grievance Committee presently consists of 3 members two of the being Non Executive Independent Directors as
details Below:
S No. Name of the Member Category Present Position
1 Dr. Suleman Adam Merchant Independent Chairman
2 Dr. Anvay Mulay Independent Member
3 Ms Usha Ramnani Executive Member
The committee is constituted monitor and look into the redressals of shareholders and investors complaints like transfers, non-receipt of balabce
sheet, declared dividends etc and also approval of share transfers, transmissions, transpositions, splitting and consolidation.
All the Meetings of the Shareholders/Investors Grievance Committee meetings were attended by at least two independent directors Ms. Rose
Chintamani Company Secretary acts as a Compliance Officer,
The total number of Complaints received and replied to, to the satisfaction of shareholders during the year under review, were 80. There were no
outstanding complaints as on 31st March 2006. No requests for transfers and for dematerialisation were pending for approval as on 31st March
2006.
During the year there were 14 Committee meetings. The attendance of the members are given below:

CORPORATE GOVERNANCE
S. No. Name of the Members Attendance Changes during the year
Inducted on Ceased on
1 Mr. Vinod Ramnani 10 - 31-12-2005
2 Mr. Mahesh C Patel 10 - 31-12-2005
3 Dr. Suleman Merchant 14 - -
4 Mr. V Balasubramanian 4 31-12-2005 -
5 Dr. Anvay Mulay 4 31-12-2005 -
The Board has also delegated the power of approving the transfer, transmission etc. of securities to the Chairman and the Company Secretary.
6. GENERAL BODY MEETINGS
a) Last 3 Annual General Meetings
Financial Year 2002-03 2003-04 2004-05
Date 26th September 30th September 21st July
Time 12.00 Noon 12.00 Noon 10.00 am
Venue The Atria Hotel The Grand Ashok The Grand Ashok
No 1 Palace Road Kumara Krupa High Grounds Kumara Krupa High Grounds
Bangalore 560 001. Bangalore -560 001. Bangalore -560 001.
b) Postal Ballot
There were no resolutions that were passed through postal ballot during the financial year 2005-06
7. DISCLOSURES
(A) Basis of Related party transaction
Your Company places all the aforesaid details with respect to related party transactions before the Audit Committee periodically.
No transaction of material nature has been entered into by the Company with Directors or Management and their relatives etc. that may have a
potential conflict with the interest of the Company.
There has been no instance of non-compliance by the company on any matter related to capital markets. Hence, the question of penalties or
strictures being imposed by SEBI or Stock Exchanges does not arise.
(B) Disclosure of Accounting treatment
Your Company has followed all relevant Accounting Standards while preparing the financial statements, subject to compliance of Accounting
for Retirement Benefits of employees (AS 15) and Accounting for Taxes on income (AS 22) as stated in Note No-2 & 10 of the Notes to Accounts
(C) Risk Management
Your Company is aware of the risk associated with the business. It regularly analysis the risks and takes corrective action for managing/
mitigating the same. Your Company has developed a risk management policy.
(D) Proceeds from public issues, Right Issues, Preferential issues etc
During the year under review, your Company has raised funds by way of Public issues etc..
39

CORPORATE GOVERNANCE
( E) The Company needs to disclose all pecuniary relationship or transactions of the non-executive directors vis-a-vis the company
No significant material transactions have been made with the non-executive Directors Vis-à-vis the Company.
Director Shareholding As on 31st March 2006.
NAME No. of Shares
1 Mr. Vinod Ramnani 4661566
2 Mrs. Usha Ramnani 1124556
3 Mr. Jayesh Patel 1608312
4 Mr. Thomas Deitiker 1169998
5 Dr. Suleman Adam Merchant 53500
6 Dr. Anvay Mulay Nil
7 Mr. Rajkumar Raisinghani 4286
8 Mr. V Balasubramaniam 4000
(F) Management
The Management Discussion and Analysis Report forms part of the Annual Report and is in accordance with the requirement laid out in Clause
49 of the Listing Agreement.
No material transaction has been entered into by your Company with the Promoters, Directors or the Management, their subsidiaries or
relatives etc., that may have a potential conflict with interests of your Company.
(G) Shareholders
· Details of the Directors Seeking appointment / re-appointment at the ensuing AGM are provided in the Notice convening the AGM
A shareholders' Grievances Committee under the chairmanship of a non-executive director has been formed to specifically look into the redressal
of shareholder and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.
8. MEANS OF COMMUNICATION
The annual, half yearly and quarterly results are regularly submitted to the Stock Exchanges in accordance with the listing agreement and
published in leading newspapers like Business standard and other local news papers.
Annual Report containing inter alia Audited Accounts, Consolidated Financial Statements, Directors Report, Auditors Report, and other
important information is circulated to members and others entitled thereto.
Other information of significant importance like take over, change in management, information of subsidiaries/ offices, major projects,
status/recognition received etc. are promptly intimated to Stock Exchanges and also to the public by way of Press releases in leading newspapers.
9. MANAGEMENT DISCUSSION AND ANALYSIS.
The management discussions and Analysis report forms part of the annual report and is captioned “Management Discussion and Analysis” in the
Directors Report.
40

CORPORATE GOVERNANCE
10. GENERAL SHAREHOLDER INFORMAITON
10.1 Annual General Meeting
Date and Time 28th September 2006
11.00 AM
Venue The Grand Ashok,
Kumara Krupa, High Grounds,
Bangalore-560001.
10.2 Financial Calendar :
Results Reporting
Quarter 30thJune 2006 31st July 2006
Quarter 30th Sept 2006 Last week of October 2006.
Quarter 31st December 2006 Last week of January 2007
Quarter 31st March 2006 Last week of June 2007.
AGM for the approval of the
Audited accounts for the year
ended 31st March 2007
September 2007
10.3 Details of Book Closure from 22nd September 2006 to 28th September
2006 (both days inclusive)
10.4 Dividend payment : on or after 28th September 2006
10.5 Listing of Equity shares a) The Stock Exchange Mumbai
on Stock Exchanges Phiroze Jeejeebhoy Towers, Dalal Street
Mumbai-400001
b) Natinal Stock Exchange of India
Exchange Plaza, Bandra Kurla Complex, Bandra (E)
MUMBAI-400 051
10.6 Stock Code
a. Trading Symbol
Bombay Stock Exchange Code: 532391
National Stock Exchange Symbol: OPTOCIRCUI
b. Demat ISIN Numbers in NSDL : INE808B01016
And CDSL for equity Shares
Listing Fee : Paid
10.7. Stock Market Data : High and low quotation at Bombay Stock Exchange.
41

42
CORPORATE GOVERNANCE
BSE NSE
Date High (Rs.) Low (Rs.) No. of High (Rs.) Low (Rs.) No. of
Shares Shares
April 2005 163.90 145.60 472475 178.09 144.05 817,163
May 2005 180.00 143.00 1261686 179.80 141.25 2,738,197
June 2005 206.90 169.20 1523696 206.70 169.00 3,207,955
July 2005 273.00 180.00 1482847 272.55 179.55 2,871,287
August 2005 283.40 157.00 525148 285.00 156.20 1,105,968
September 2005 241.00 185.05 2228567 251.00 184.50 4,671,970
October 2005 230.00 187.60 768689 230.00 188.05 2,276,142
November 2005 227.90 198.00 1045609 227.00 195.50 2,542,004
December 2005 265.00 218.00 1204972 264.90 217.25 2,439,784
January 2006 294.95 248.80 759780 294.00 242.30 1,335,015
February 2006 301.00 263.00 852940 301.00 266.00 894,445
March 2006 308.45 268.15 570279 310.00 269.05 1,023,029
10.8 Registrar & Transfer Agents Mr. M S Madhusudhan
(Share transfer and communication Karvy Computershare Pvt Ltd.,
regarding share certificate, dividends Karvy House, 46, Avenue 4 Street No 1
and change of Address) Banjara Hills, Hyderabad 500 034
Ph 040 23312454, 23320751 23320752
Fax 040 23311968
E-Mail : mailmanager@karvy.com
10.9 Share Transfer System
Presently the share transfers which are received in physical form are processed by Karvy Computershare Pvt Ltd and the share certificates returned
within a period of 15 to 16 days from the date of receipt, subject to the documents being valid and complete in all respects. The share transfer
committee meets at frequrent intervals for approving the share transfer.
st
10.10 Distribution of Shareholding as On 31 March 2006
Sl. No. Category Number % Amount %
1 1-500 8541 83.76 10665060.00 3.98
2 501-1000 754 7.39 5466740.00 2.04
3 1001-2000 414 4.06 5890810.00 2.20
4 2001-3000 174 1.71 4375800.00 1.63
5 3001-4000 61 0.60 2190120.00 0.82
6 4001-5000 46 0.45 2107850.00 0.79
7 5001-10000 72 0.71 5320040.00 1.98
8 10001 And Above 135 1.32 232066480.00 86.57
TOTAL 10197 100.00 268082900.00 100.00

CORPORATE GOVERNANCE
st
10.11 Categories of shareholders as on 31 March 2006.
Sno Description No of Share Shares % To Equity
Holders
1 Banks 3 111206 0.41 %
2 Clearing Members 104 132754 0.49 %
3 Employees 14 3855 0.01 %
4 FII's 8 3191492 11.90 %
5 Foreign Nationals 1 803206 2.99 %
6 Foreign Promoters 1 2146158 8.00 %
7 H U F 185 89657 0.33 %
8 Indian Promoters 3 7394434 27.58 %
9 Bodies Corporates 421 3792120 14.14 %
10 Mutual Funds 3 1008125 3.76 %
11 Non Resident Indians 152 2501466 9.33 %
12 Resident Individuals 9300 5631040 21.00 %
13 Trusts 2 2777 0.01 %
Total 10197 26808290 100.00 %
10.12 Dematerialisation of shares
st
As on 31 March 2006, 68.48% of the company's total paid up capital representing 18358404 shares was held in dematerialized form and the
balance 31.52% representing8449886 shares were held in physical form.
10.13 Secretarial Audit:
As stipulated by the Securities and Exchange Board of India, a qualified practicing company secretary carries out the secretarial Audit and provides a
report to reconcile the total admitted capital with the National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock
exchanges and is also placed before the Board of Directors. The audit, inter alia, confirms that the total listed and paid up capital of the company is in
agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in
physical form.
10.14 INVESTOR CORRESPONDENCE FOR SHARES HELD IN PHYSICAL FORM:
Mr. M S Madhusudhan
(Share transfer and communication
regarding share certificate, dividends Karvy Computershare Pvt Ltd.,
and change of address and any Karvy House, No 45, Avenue 4,
query relating to the shares of the Street No 1, Banjara Hills,
Company) Hyderabad-560 034
E-Mail : mailmanager@karvy.com
For shares held in Demat Form To the Depository Participant
43

CORPORATE GOVERNANCE
44
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 the
Board Members and Senior Management of the Company. The Board Members and Senior Managment personnel have
affirmed compliance with Company’s code of conduct for the year 2005-06.
Sd/-
Place : Bangalore Vinod Ramnani
Date : 21st August, 2006 Managing Director
AUDITORS' CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE
GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT.
To the members of OPTO Circuits (India) Limited.,
We have examined the compliance of the conditions of Corporate Governance by OPTO Circuits (India) Limited for the
st
year ended 31 March, 2006, 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 an 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 the Clause 49 of the listing Agreement.
Place: Bangalore
st
Date : 21 August 2006
For Anand Shenoy & Company
Chartered Accountants
G C Somadas
Partner
M.No.: 18636

AUDITORS REPORT
To,
The Members of
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
1. We have audited the attached Balance Sheet of Opto Circuits
(India) Limited as at 31st March 2006 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 proves 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 accounts.
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow statement dealt with in this report subject to note
no. 2 regarding gratuity liability and note no. 10 regarding
Accounting for taxes on Income (AS 22), 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 2006 and taken on record by the
Board of Directors, we report that none of the directors are
disqualified as on 31st March 2006 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 accounting 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 2006;
(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 Shenoy & Co.,
Chartered Accountants
G C Somadas
Place: Bangalore. Partner
Date: 13th June 2006. M. No.18636
45

ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in paragraph 3 of our Report of even date on the accounts
of Opto Circuits (India) Limited for the year ended 31st March 2006)
i. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of
fixed assets.
46
AUDITORS REPORT
(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., the rate of interest
and other terms and conditions of such loans accepted are
not prejudicial to the interest of the Company.
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 control.
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 and Excise Duty.
According to the information and explanations given to us,
there are no undisputed amounts payable in respect of
Provident Fund, Income Tax, Sales Tax, Customs Duty and
Excise Duty which are outstanding as on 31st March 2006
for a period of more than six months from the date on which
they became payable.

AUDITORS REPORT
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 not defaulted in
repayment of its dues to financial institutions and banks.
xii. In our opinion and according to the information and
explanations given to us, and based on the documents and
records produced to us, the Company has not granted any
loans and advances on the basis of security by way of pledge
of shares, debentures and other securities.
xiii. In our opinion and according to the information and
explanations given to us, the nature of activities of the
Company does not attract any special status applicable to
Chit-Fund and Nidhi / Mutual Benefit Fund/ Societies.
xiv. In our opinion, the Company is not dealing or trading in
shares, securities, debentures or other investments and
hence, the requirement of para 4(xiv) are not applicable to
the company.
xv. In our opinion and according to the information and
explanations given to us, the terms and conditions on which
the Company has given guarantee for loans taken by its
subsidiary from a bank, are not prima-facie prejudicial to the
interest of the Company..
xvi. In our opinion and based on information and explanations
given to us by the management, term loans have been
applied for the purpose for which they were obtained.
xvii. According to the information and explanations given to us
and on an overall examination of the balance sheet of the
company, we report that no funds raised on short-term basis
have been used for long-term investment except the short
term temporary borrowings from banks of Rs. 800 Laksh to
pay for the acquisition of Eurocor GmbH. No long-term
funds have been used to finance short-term assets except
permanent working capital.
xviii. The Company has not made any preferential allotment of
shares to parties and companies covered in the register
maintained under section 301 of the Companies Act, 1956
during the year.
xix. The company has not issued debentures during the financial
year.
xx. The company has not raised any money through a public
issue during the year.
xxi. On the basis of our examination and according to the
information and explanations given by the management, we
report that no fraud on or by the Company has been noticed
or reported during the course of our audit.
For Anand Shenoy & Co.,
Chartered Accountants
G C Somadas
Place: Bangalore. Partner
Date: 13th June 2006. M. No.18636
47

48
Opto Financial
Statement

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
BALANCE SHEET AS AT 31.03.2006
I. SOURCES OF FUNDS
SCH 31.03.2006 31.03.2005
Rs. Rs.
SHARE HOLDERS FUND
Capital A 268,082,900 178,721,930
Reserves & Surplus
LOAN FUNDS
B 474,697,616 353,954,842
Secured Loans C 579,727,421 146,514,343
Unsecured Loans D 14,700,638 12,538,233
TOTAL 1,337,208,575 691,729,348
II. APPLICATION OF FUNDS
FIXED ASSETS:
E
Gross Block 260,348,698 236,220,331
Less Depreciation 59,504,270 50,611,595
Net Block 200,844,428 185,608,736
Capital work - in - progress 19,000 7,914,126
INVESTMENTS
F 396,616,623 98,065,104
CURRENT ASSETS, LOANS & ADVANCES:
G
Inventories 224,512,860 204,209,121
Sundry Debtors 740,657,311 314,289,715
Cash & Bank Balances 22,435,982 23,021,249
Loans & Advances 44,756,219 58,950,752
1,032,362,372 600,470,837
Less : Current Liabilities & Provisions
H
Liabilities 156,544,913 127,101,927
Provisions 149,932,655 73,227,528
Net Current Assets
725,884,804 400,141,382
Miscellaneous Expenditure
I
(to the extent not written off or ajdusted) 13,843,720 -
TOTAL 1,337,208,575 691,729,348
For OPTO CIRCUITS (INDIA) LIMITED
Read with our Report
For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C. SOMADAS
Chairman & Managing Director
Place:Bangalore
th
Date : 13 June 2006.
Executive Director Company Secretary Partner
M.No.: 18636
49

50
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
PROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
SCH 31.03.2006 31.03.2005
Rs. Rs.
INCOME
Sales J 1,160,360,515 791,429,634
Other Income K 11,834,345 3,228,353
Increase/Decrease inWIP &FG L 12,290,542 (10,902,555)
TOTAL 1,184,485,402 783,755,432
EXPENDITURE
Manufacturing Expenses M 708,400,314 486,919,968
Administrative & Selling Expenses N 82,503,567 71,332,873
Financial Expenses O 29,633,942 18,475,682
Depreciation E 12,350,430 12,883,235
TOTAL 832,888,254 589,611,758
Profit for the year before Tax 351,597,149 194,143,674
Provision for Taxation 900,000 2,500,000
Provision for FBT 417,544 -
Profit After Tax 350,279,605 191,643,674
Add/(Less):Prior Year Adjustment 340,749 (1,205,480)
Profit After Prior Year Adjustments 350,620,354 190,438,194
Profit brought forward from Previous Year 266,106,120 165,895,454
Profit available for appropriation 616,726,474 356,333,648
Amount Transferred to General Reserve 36,000,000 19,500,000
Proposed Dividend 123,233,160 62,552,676
Tax on Distributed Profits 17,283,450 8,174,852
Profit carried to Balance Sheet 440,209,864 266,106,120
Number of Equity Shares 26,808,290 17,872,193
Basic & Diluted earnings per equity share (Rs.)
(Face value of Rs.10/- per share)
13.07 10.66
Notes forming part of accounts P
Significant Accounting Policies Q
For OPTO CIRCUITS (INDIA) LIMITED
Read with our Report
For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C. SOMADAS
Chairman & Managing Director
Place:Bangalore
th
Date : 13 June 2006.
Executive Director Company Secretary Partner
M.No.: 18636

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE A:
Share Capital Authorised :
50,000,000 Equity Share of Rs.10/- Each
(P.Y. 20,000,000 Equity Shares of Rs. 10/- each)
Issued Capital
500,000,000 200,000,000
27,070,190 Equity Shares of Rs.10/- each
(P.Y. 18,134,093 Equity Shares of Rs. 10/- each)
(Out of the above- 1,239,831 Equity Shares of
Rs. 10/- each fully paid-up allotted otherwise than for cash
21,255,390 (P.Y12,319,293) Equity Shares of
Rs.10/- Each fully paid up as Bonus shares
Subscribed Capital
270,701,900 181,340,930
26,808,290 Equity Shares of Rs.10/- each
(P.Y. 17,872,193 Equity Shares of Rs. 10/- each)
(Out of the above- 1,239,831 Equity Shares of
Rs. 10/- each fully paid-up allotted otherwise than for cash
21,255,390 (P.Y12,319,293) Equity Shares of
Rs.10/- Each fully paid up as Bonus shares
Paid-up Capital
268,082,900 178,721,930
26,808,290 Equity Shares of Rs.10/- Each fully paid up
(P.Y. 17,872,193 Equity Shares of Rs. 10/- each)
(Out of the above- 1,239,831 Equity Shares of
Rs. 10/- each fully paid-up allotted otherwise than for cash
21,255,390 (P.Y12,319,293) Equity Shares of
Rs.10/- Each fully paid up as Bonus shares
268,082,900 178,721,930
268,082,900 178,721,930
SCHEDULE B:
Reserves & Surplus
As per last Balance Sheet 52,481,492 32,981,492
Additions during the year 36,000,000 19,500,000
Share Premium account 33,867,230 75,110,750
Profit & Loss Account balance 440,209,864 266,106,120
TOTAL 562,558,586 393,698,362
Less: Transfers during the year - Bonus Shares 89,360,970 41,243,520
473,197,616 352,454,842
Add: Subsidy received from Govt. Of Karnataka 1,500,000 1,500,000
TOTAL 474,697,616 353,954,842
SCHEDULE C:
Secured Loans:
Term Loan From Banks & Financial Institutions* 271,289,428 26,680,000
Working Capital Advances from Banks ** 301,893,828 108,646,605
Other Term Loans*** 6,544,165 11,187,738
* Secured by hypothecation of Fixed Assets
** Secured by hypothecation of Stocks & Book Debts
*** Secured by hypothecation of Equipments & Vehicles
579,727,421 146,514,343
51

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE D:
Un Secured Loans:
From Directors 12,660,638 12,538,233
From Others 2,040,000 -
SCHEDULE F:
Investments:
Quoted Shares at Cost :
14,700,638 12,538,233
Advanced Micronic Devices Limited-
3153165 E.Shares of Rs.10/- Fully Paidup
(Aggregate cost of Quoted investment Rs.52461254.
Market Value Rs.132905905/- as on 31.3.2006 or as
on last quoted date)
Unquoted Investment at Cost:
52,461,254 52,461,254
Medi Aid Inc.,
2250000 E.shares of US$1/- Fully paid up
101,488,225 45,603,850
EuroCor GmBH
40850 E.Shares of Euro 1/- Fully paid
237,467,430 -
Altron Industries Pvt. Ltd.
7020 E.Shares of Rs.100/- Fully paid
5,199,714 -
Current Assets, Loans & Advances:
396,616,623 98,065,104
A. INVENTORIES
(Valued at lower of cost or market value as certified
by the Management)
B. SUNDRY DEBTORS
(unsecured considered good, for which the company
holds no security other than the debtor’s
personal security)
224,512,860 204,209,121
- from Subsidiaries > Above 180 Days 101,062,161 3,121,632
> Below 180 Days 178,135,587 -
- from others > Above 180 Days 38,713,597 133,673
> Below 180 Days 422,745,966 311,034,410
TOTAL 740,657,311 314,289,715
C. CASH & BANK BALANCES:
Deposit & Other Accounts 16,847,975 17,249,943
Current Accounts 5,538,257 5,763,201
Cash on hand 49,750 8,105
TOTAL 22,435,982 23,021,249
CURRENT ASSETS TOTAL (A+B+C)
LOANS & ADVANCES:
(Unsecured considered good, receivable
in cash or in kind or for value to be received)
987,606,153 541,520,085
Advances to Suppliers & Services - Subsidiary 17,440,040 736,800
- Others 13,700,532 36,545,930
Others Advances 7,469,892 15,676,524
Advances to Suppliers of Capital goods 1,827,500 3,516,977
Advances-Inter Corporate Deposits - Subsidiary - 1,013,815
Advance Income Tax 2,867,425 -
Staff Advance 123,000 168,500
Deposits 494,746 516,327
Prepaid Expenses 833,084 775,879
TOTAL 44,756,219 58,950,752
52

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE H:
31.03.2006 31.03.2005
(Rs.) (Rs.)
Current Liabilities & Provisions:
Current Liabilities :
Sundry Creditors for Purchases - Subsidiary 6,514,057 39,418
- Others 61,731,252 99,150,397
Sundry Creditors for Expenses 15,830,586 12,147,266
Sundry Creditors for Capital Goods 5,608,706 3,700,559
Advance received from Customers 9,910,081 9,890,523
Advance received from Subsidiaries 55,036,185 -
Statutory Dues Payable 1,014,032 1,561,944
Unclaimed Dividend - 2000-2001 70,111 70,411
Unclaimed Dividend - 2001-2002 104,297 104,297
Unclaimed Dividend - 2002-2003 200,258 201,816
Unclaimed Dividend - 2003-2004 197,041 235,296
Unclaimed Dividend - 2004-2005 328,307 -
TOTAL 156,544,913 127,101,927
Provisions :
Provision for Dividend 123,233,160 62,552,676
Provision for Dividend Tax 21,458,303 8,174,852
Provision for Interest 1,423,648 -
Provision for FBT 417,544 -
Provision for Taxation 04-05 2,500,000 2,500,000
Provision for Taxation 05-06 900,000 -
TOTAL 149,932,655 73,227,528
SCHEDULE I:
Preliminary Expenses -
(to the extent not written off or adjusted) 13,843,720 -
13,843,720 -
SCHEDULE J:
SALES
SALES UNIT I- Exports 160,264 54,522,462
SALES UNIT II-Exports 1,151,581,885 708,165,282
SALES UNIT- II-DTA 8,618,366 14,933,390
SALES UNIT- II-Software - 13,808,500
TOTAL 1,160,360,515 791,429,634
SCHEDULE K:
OTHER INCOME:
Dividend received from Subsidiary 3,153,165 3,153,165
Interest received 425,887 64,063
Difference in Exchange Rate 8,255,293 -
Miscellaneous Income 11,125
TOTAL 11,834,345 3,228,353
53

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
54
SCHEDULE L:
Increase/Decrease in WIP & Finished Goods
31.03.2006 31.03.2005
(Rs.) (Rs.)
Opening Stock of WIP 13,099,326 12,951,381
Opening Stock of Finished Goods - 11,050,500
TOTAL( A ) 13,099,326 24,001,881
LESS:
Closing Stock of WIP 25,389,868 13,099,326
Closing Stock of Finished Goods - -
TOTAL( B ) 25,389,868 13,099,326
Increase/(Decrease) in WIP & Finished Goods(B-A) 12,290,542 (10,902,555)
SCHEDULE M:
A. MANUFACTURING EXPENSES:
CONSUMPTION OF RAW MATERIALS & CONSUMABLES
Opening Stock
191,109,795 134,985,414
ADD:
Purchase of Raw Materials & Consumables UN I - 43,238,232
Purchase of Raw Materials & Consumables UN II 692,210,347 476,889,990
TOTAL(a) 883,320,142 655,113,636
LESS: Closing Stock
Raw Materials & Consumables - Unit II 199,122,992 191,109,795
TOTAL(b) 199,122,992 191,109,795
Raw materials & Consumables Consumed (a-b)=A 684,197,150 464,003,841
B. FACTORY EXPENSES:
Labour Charges & Job Work 8,887,854 8,297,209
Power & Fuel 7,489,664 6,161,673
Tooling Charges 47,676 1,730,414
Insurance 3,323,876 3,288,007
Repairs & Maintenance - Plant & Machinery 1,046,388 908,535
Repairs & Maintenance - Electricals & Others 905,118 866,872
Repairs & Maintenance - Building 857,437 72,553
R&D,Product Development Expenses 1,623,259 933,066
Customs Duty & Supervision Charges 21,892 657,798
TOTAL (B) 24,203,164 22,916,127
Total (A+B) 708,400,314 486,919,968

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE N:
31.03.2006 31.03.2005
(Rs.) (Rs.)
A. ADMINISTRATIVE EXPENSES:
Directors Remuneration 10,125,000 9,000,000
Travelling & Conveyance 9,887,253 8,398,203
Professional & Consultancy Charges 2,155,604 2,954,251
Printing & Stationery 3,636,020 2,681,418
General Expenses 2,385,682 1,780,331
Postage, Telephone & Fax Charges 2,188,675 1,170,478
Share Transfer Charges 124,295 484,477
Loss on sale of Asset 2,944,108 443,676
Rates & Taxes 2,072,749 397,526
Advertisement 1,906,066 390,463
Auditor’s Remuneration 525,500 385,700
Rent 375,412 327,531
Repairs & Maintenance - Others 115,913 124,448
Membership, Books & Periodicals 125,455 11,695
TOTAL (A) 38,567,732 28,550,197
B. STAFF EXPENSES:
Salaries & Allowances 22,432,102 16,909,617
Staff Welfare and Amenities 6,481,650 5,987,795
TOTAL (B) 28,913,752 22,897,412
C: SELLING EXPENSES:
Freight & Handling Charges 8,956,213 11,939,006
Difference in Exchange rate - 4,304,846
Packing Materials 1,484,410 1,676,537
Clearing Charges 1,837,299 1,370,490
Business Promotion Expenses 2,250,052 465,668
Transportation 494,109 128,717
TOTAL(C) 15,022,083 19,885,264
Total ( A+B+C ) 82,503,567 71,332,873
SCHEDULE O:
FINANCIAL CHARGES
Interest - Working Capital 16,398,545 10,323,055
Interest on Term Loan 5,185,062 2,777,986
Interest to Others 745,742 1,135,288
Bank Charges 7,304,593 4,239,353
TOTAL 29,633,942 18,475,682
55

56
SCHEDULE E:
Fixed Assets Schedule for the Year ending 31.03.2006
GROSS BLOCK DEPRECIATION NET BLOCK
PARTICULARS % AS ON ADDI- DELE- ADJU- TOTAL AS ON For the DELE- ADJU- As on As on As on
01.04.05 TIONS TIONS STMENTS 31.03.06 01.04.05 year TIONS STMENTS 31.03.06 31.03.06 31.03.05
Land - 2,136,100 - - - 2,136,100 - - - - - 2,136,100 2,136,100
Bore Well - 73,655 - - - 73,655 - - - - - 73,655 73,655
Office Building 1.63% 4,347,218 - - - 4,347,218 996,443 70,860 - - 1,067,303 3,279,915 3,350,775
Opto Circuits (India) Limited
SCHEDULE TO BALANCE SHEET FOR THE YEAR ENDED 31.03.2006 (Continued)
UNIT I
Building 3.34% 6,685,426 - - (6,685,426) - 1,875,355 - - (1,875,355) - - 4,810,071
Electrical Installations 4.75% 3,690,558 - (3,690,558) - 1,647,268 - - (1,647,268) - - 2,043,290
Plant & Machinery 4.75% 35,087,926 - 9,959,720 (25,128,206) - 14,509,916 - 3,457,755 (11,052,161) - - 20,578,010
Furnitures & fittings 6.23% 4,477,535 - - (4,477,535) - 2,355,236 - - (2,355,236) - - 2,122,299
Office Equipments 4.75% 948,961 - - (948,961) - 471,794 - - (471,794) - - 477,167
Computers 16.21% 421,750 - - (421,750) - 324,462 - - (324,462) - - 97,288
Vehicles 9.50% 11,741,509 - - (11,741,509) - 6,433,978 - - (6,433,978) - - 5,307,531
UNIT II
Building 3.34% 6,737,966 15,149,883 - 6,685,426 28,573,275 1,879,596 449,727 - 1,875,355 4,204,679 24,368,596 4,858,370
Apartment 3.34% 12,685,605 - - - 12,685,605 621,854 423,699 - - 1,045,553 11,640,052 12,063,751
GH Furniture & Fittings 3.34% 155,859 - - - 155,859 14 5,206 - - 5,220 150,639 155,845
Plant & Machinery 4.75% 127,074,350 13,807,876 149,515 25,128,206 165,860,917 17,280,805 7,636,709 - 11,052,161 35,969,676 129,891,241 109,793,545
Furnitures & fittings 6.23% 2,822,559 ,817,991 108,000 4,477,535 9,010,085 267,595 523,326 - 2,355,236 3,146,157 5,863,928 2,554,964
Computers 16.21% 2,180,447 844,840 - 421,750 3,447,037 434,838 500,238 - 324,462 1,259,537 2,187,500 1,745,609
Office Equipments 4.75% 54,114 26,528 - 948,961 1,029,603 23,573 47,934 - 471,794 543,300 486,303 30,541
Electrical Installations 4.75% 1,209,130 2,256,458 - 3,690,558 7,156,146 39,659 264,213 - 1,647,268 1,951,140 5,205,006 1,169,471
Vehicles 9.50% 13,368,101 442,027 - 11,741,509 25,551,637 1,341,160 2,399,702 - 6,433,978 10,174,840 15,376,797 12,026,941
SOFTWARE DIVISION
Computers 16.21% 88,000 - - - 88,000 71,949 14,265 - - 86,214 1,786 16,051
Furnitures & fittings 6.23% 233,562 - - - 233,562 36,100 14,551 - - 50,651 182,911 197,462
236,220,331 34,345,603 10,217,235 - 260,348,698 50,611,595 12,350,430 3,457,755 48,320,508 59,504,270 200,844,429 185,608,736
Previous Year (04-05) 224,629,077 15,930,366 4,339,112 236,220,331 41,494,627 12,883,235 3,766,267 - 50,611,595 185,608,736
Capital WIP (05-06) 7,914,126 7,254,757 15,149,883 - 19,000 - - - - 19,000 7,914,126

57
NOTES FORMING PART OF ACCOUNTS
SCHEDULE P
1. Contingent Liability:
I. The company has issued corporate guarantee in favour of State Bank of India against line of credit sanctioned to its subsidiary for M/s Advanced
Micronic Devices Limited for Rs.18.41Crores (PY 18.41 Crores).
II. Bank Guarantee : 0.79 crores
III Letter of Credit : 5.95 crores
2. The company's liability towards retirement benefits in form of Provident fund is charged to revenue expenditure. The company contributes to
the employees PF scheme run by the Central Government. All other retirement benefits payable to employees are accounted for on payment
and not provided for accrual basis.
3. CIF value of Imports:
st
31 -March-2006
st
31 -March-2005
a. Components and Spares 8,604,209 11,832,922
b. Capital Goods 13,811,532 10,949,611
c. Raw material 670,187,181 495,764,656
4. Value of raw materials consumed:
st
31 -March-2006
st
31 -March-2005
% Rs. % Rs.
a. Imported 94.09 634,786,336 98.10 446,531,840
b. Indigenous 5.91 39,904,302 1.90 8,650,420
Total 100.00 674,690,638 100.00 455,182,260
5. Stores and Spares consumed:
st
31 -March-2006
st
31 -March-2005
% Rs. % Rs.
a. Imported 85.56 8,134,067 80.27 7,081,191
b. Indigenous 14.44 1,372,445 19.73 1,740,390
Total 100.00 9,506,512 100.00 8,821,581
6. Income in foreign exchange (INR)
st
31 -March-2006
st
31 -March-2005
Rs in Lakhs Rs in Lakhs
a. Sales 6,341.60 6906.22
7. Expenditure in foreign currency (INR)
st
31 -March-2006
st
31 -March-2005
Rs in Lakhs Rs in Lakhs
a. Capital Equipment (CIF value) 86.76 302.01
b. Raw materials 6,033.34 3710.97
8. Remuneration to Chairman, Managing Directors & Directors (INR)
st 31 -March-2006 st
31 -March-2005
a. Salary 10,125,000 9,000,000
The above payments are as per the provisions of Schedule XIII of the Companies Act, 1956

NOTES FORMING PART OF ACCOUNTS (CONTINUED)
9. Capacities & Production
Year ending st 31 -March-2006 st 31 -March-2005
a. Production 40,83,339 4,565,369
Exempted from licensing provision in terms of Notification No.477(E) of 25.07.91.
st
10.
Deferred Tax Asset/Liability has not been recognized as there is a Deferred Tax Asset on the opening timing difference for the year ending 31
March 2002 of the depreciation charged on the Fixed Assets and there is no virtual certainty supported by convincing evidence that sufficient
future taxable income will be available against which such Deferred Tax Asset can be realized.
11.
Auditors Remuneration
st st
31 -March-2006 31 -March-2005
Statutory Audit fees 375,000 275,500
Tax Audit fees 125,000 99,180
Other Services 25,500 11,020
12. Liability for tax paid under protest Rs.4,22,130/- was disputed & contested in appeal to Income Tax Tribunal, for the prior years, was not
provided. However the Income tax Appeal is disposed in the Company favour and liability is set aside. Hence there was no need to provide for
the liability.
13. Segment wise reporting (Rs. In Lakhs)
a. The company has mainly one business segment of Medical Electronic Products.
b. The company has geographical region wise segments of the customers is as shown below, region wise profitability can not be ascertained.
Sales Revenue by Geographical segment
Current Year
(Rs.in Lakhs)
Previous year
31 Mar 06 31 Mar 05
U.S.A. 5547.30 4,670.05
SINGAPORE 4511.53 2,740.93
GERMANY 1369.33 249.73
HONGKONG 2.51 -
TURKEY 18.34 26.44
UNITED KINGDOM 28.75 44.14
NETHERLANDS 6.16 7.97
SPAIN 5.87 19.22
SOUTH AFRICA 1.62 0.77
UAE 4.57 1.22
DUBAI 0.19 0.54
ISREAL 9.07 3.96
IRAN 3.41 -
SAUDI ARABIA 6.99 -
OMAN 1.79 -
DOMESTIC 86.18 149.33
58

59
NOTES FORMING PART OF ACCOUNTS (CONTINUED)
1) Segments have been identified in accordance with Accounting Standard 17 “Segment reporting”, considering the organization structure & the
return/risk profiles of the businesses. The management information system recognizes & monitors these segments on a continuous basis.
2) Segment revenue includes sales & other income directly identifiable with the segment & allocated to it. Assets used in the Company’s
business or liabilities contracted have not been identified to any of the reportable segments.
14. Related Party Disclosure:
A) List of related parties where control exists
(i) ADVANCED MICRONIC DEVICES LIMITED
(ii) MEDIAID INC.,
(iii) ALTRON INDUSTRIES PRIVATE LIMITED.
Related party transactions
During the year, the following transactions were carried out with the related party in the ordinary course of business.
Advanced Micronic Devices Ltd.
From To
AMDL Chennai - 3121632 - -
AMDL USA 406.93 1555.40 - 40566.91
AMDL – Expenditure 14356316 14352681 740435 -
AMDL – ICD 15000000 71050000 - 55036185
AMDL – Thermometer 20873761 27347250 - 6473490
From To
MEDIAID INC. ,
MEDIAID – Purchase 109741115 - - 5536625
MEDIAID – Sales - 358549929 284734372 -
ALTRON INDUSTRIES PRIVATE LIMITED
From To
ALTRON - Advance - - 2860930
ALTRON - Purchases - 1076200 -
ALTRON - Payable - - 62964
Name of Related Party Relationship
Vinod Ramnani Key Management Personnel
Usha Ramnani Key Management Personnel
Remuneration to Key Management Personnel
Name of Related Party -
Mr.Vinod Ramnani 5062500
Mrs. Usha Ramnani 5062500
15. Previous year figures have been regrouped & reclassified to correspond with the current year's classification.

NOTES FORMING PART OF ACCOUNTS (CONTINUED)
Significant Accounting Policies
1) System of Accounting
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 ('ICAI') 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 are consistent with those applied in the previous year.
2) Revenue Recognition
Revenue from sale of products are recognized on dispatch of goods to customers and are net of sales tax, discounts, rebates for price
adjustments, rejections and shortage in transit.
1) Fixed assets
Fixed assets are stated at cost, less accumulated depreciation. Cost in prices includes purchase price, duties, levies and any other cost relating to
the acquisition and installation of the assets. Interest and financial charges on borrowed funds, if any, used to finance the acquisition of fixed
assets, until the date the assets are ready for use are capitalized and included in the cost of the asset.
2) Depreciation
Depreciation is provided on the straight line method at the rates specified under schedule XIV of the Companies Act, 1956 and on prorata
basis on the additions made during the year.
3) Inventories
Valuation of inventories is at the lower of cost or market value as certified by the management.
4) Retirement benefits to employees
The company's liability towards retirement benefit in the form of provident fund is fully funded and charged to revenue expenditure. The
company contributes to the employee provided fund maintained under the employees provident scheme run by the Central Government. The
company will be accounting the Gratuity liability on cash basis.
5) Investments
The investments are stated at cost.
6) Deferred Tax
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. Other deferred tax assets are recognized if there is reasonable 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.
7) Foreign currency transactions
Foreign currency transactions are recorded at the rates of exchange prevailing on the date of transaction. Foreign currency of assets & 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. Exchange difference arising on liabilities incurred for the purpose of acquiring fixed assets are adjusted in the carrying value of the
respective fixed assets.
8) Provisions
Provision for income tax is provided by the company, after considering the exemption U/s 10B of the Income Tax Act.
9) Earnings per share
The basic earning per share is computed by dividing net profit after tax by the number of equity shares outstanding for the period. Diluted
earnings per share have not been computed, as the company has not issued any Dilutive Potential Equity Shares.
As per our report of even date
For & on behalf of the Board of Directors For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C.SOMADAS
Chairman & Executive Director Company Secretary Partner
Managing Director M.No.: 18636
Place:Bangalore
th
Date : 13 June 2006.
60

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2006
I. Cash flow from Operating Activities
Cash Inflow
31.03.2006 31.03.2005
Net Profit Before Tax and Non-Recurring Items 351,597,149 194,143,674
Add : Depreciation 12,350,430 12,883,235
Loss on Sale of Assets & Other Non Cash Items (3,457,755) (3,766,267)
360,489,824 203,260,642
Less: Dividend Received 3,153,165 3,153,165
Less: Interest Received & Other Non Cash Items 425,887 75,188
Adjusted Cash Flow From Profits 356,910,772 200,032,289
Total Cash Inflows
Cash Outflow
A 356,910,772 200,032,289
Increase in Trade & Other Receivables (426,367,595) 41,160,626
Increase/(Decrease) in Inventories (20,303,739) 45,221,826
Decrease in Loans & Advances 14,194,533 30,858,100
Increase in Trade & Other Payables 27,855,871 (12,002,456)
Income Tax Paid & Other Prior year expenses (976,795) 1,205,480
Total Cash Outflows
B (405,597,725) 106,443,577
Net Cash Flow From Operating Activities [A-B] (48,686,953) 93,588,712
II. Cash Flow from Investing Activities
Cash Inflow
Sale of Fixed Assets 10,217,235 129,169
Dividend Received 3,153,165 3,153,165
Interest Received 425,887 75,188
Total Cash Inflows
Cash Outflow
A 13,796,287 3,357,522
Increase in Capital WIP (7,895,126)
Purchase of Fixed Assets B 34,345,603 19,033,491
Purchase of Investment 298,551,519
Total Cash Outflow 325,001,996
Net Cash Flow From Investing Activities [A-B] (311,205,710) (15,675,969)
III Cash Flow from Financing Activities
Cash Inflow
Proceeds from Issue of Share Capital including premium -
Proceeds from Borrowings-Term Loan 244,609,428 50,000,000
-Short term borrowings 193,247,223 -
Proceeds from Unsecured Loan 2,162,405
Total Cash Inflows
Cash Outflow
A 440,019,056 50,000,000
Repayment of Borrowings-Other term loans 4,643,573 64,905,985
Payment on public Issue Expenses 13,843,720
Dividend Paid (including tax on dividend) 62,224,369 46,527,849
Total Cash Outflows B
80,711,661 111,433,834
Net Cash Flow From Financing Activities [A-B] 359,307,395 (61,433,834)
Net Increase / (Decrease) in Cash & Cash Equivalents [I+II+III] (585,268) 16,478,909
Cash & Cash Equivalents as at (Opening) 23,021,249 6,542,340
Cash & Cash Equivalents as at (Closing) 22,435,982 23,021,249
Note : Previous Years figures have been regrouped and recast wherever necessary to conform to the current year's format and (-) figures indicates outflow.
AUDITOR'S CERTIFICATE
st
We have examined the above Cash Flow Statement of Opto Circuits (India) Limited, for the year ended 31 March 2006. The statement has been
prepared by the Company in accordance with the requirement under Clause 32 of the Listing Agreement with the Stock Exchanges and is based on and
st
is in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company for the year ended 31 March 2006.
As per our report of even date
For OPTO CIRCUITS (INDIA) LIMITED For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C. SOMADAS
Chairman & Managing Director
Place:Bangalore
th
Date : 13 June 2006.
Executive Director Company Secretary Partner
M.No.: 18636
61

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
BALANCE SHEET ABSTRACT AND COMPANY 'S GENERAL BUSINESS PROFILE.
Registration Details:
Registration No. 13223 State Code 08
Balance Sheet Date 31/03/2006
Capital Raised during the year (Amounts in Rs.Thousands)
Public Issue NIL Right Issue NIL
Bonus Issue 89,361 Private Placement NIL
Position of Mobilisation and deployment of funds (Amounts in Rs.Thousands)
Total Liabilities 1,337,208 Total Assets 1,337,208
Sources of Fund Application of Funds
Paid up Capital 268,082 Net Fixed Assets 200,863
Secured Loans 474,698 Net Current Assets 725,885
Reserves & Surplus 579,727 Investments 396,617
Unsecured Loans 14.701 Misc. Expenditure 13,843
Performance of the Company (Amounts in Rs. Thousands)
Turnover 1,160,361 Total Expenditure 832,888
Profit before Tax 351,597 Profit after tax 350,279
Earnings per Share in Rs. 13.07 Dividend Rate % 40%
Generic Names of three Principal products / services of company.
Item Code No. (ITC Code) Product Description
8541.40.2000 Emitter Assy.
8541.40.7040 Micro Sensor
8541.40.7040 Photo Interrupter
8541.40.7040 Photo Transistor
8541.40.6010 Photo Diode Chips
9025.40.1910 Digital Thermometer
For OPTO CIRCUITS (INDIA) LIMITED
As per our report of even date
For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C. SOMADAS
Chairman & Managing Director
Place:Bangalore
th
Date : 13 June 2006.
Executive Director Company Secretary Partner
M.No.: 18636
62

63
Subsidiaries
Financial Statement
Advanced Micronic Devices Ltd.

ADVANCED MICRONIC DEVICES LIMITED
BALANCE SHEET AS AT 31.03.2006
SOURCES OF FUNDS
Own Funds
Sch. As on 31.03.06 As on 31.03.05
Rs. Rs.
Share Capital A 52,811,000 52,811,000
Reserves & Surplus B 123,406,738 93,181,846
BORROWED FUNDS
Secured Loan C 178,047,759 190,878,512
Unsured Loan — 1,013,815
TOTAL SOURCES OF FUNDS 354,265,497 337,885,173
APPLICATION OF FUNDS
Fixed Assets D 91,714,110 97,416,515
LESS :Depreciation 18,402,093 18,501,039
Net Block 73,312,017 78,915,476
INVESTMENTS
E 2,850,225 2,850,225
NET CURRENT ASSETS
Inventories F 254,437,828 163,484,217
Sundry Debtors G 213,808,380 195,494,557
Cash & Bank Balances H 76,224,206 75,295,093
Loans & Advances I 89,139,146 34,313,649
633,609,560 468,587,516
LESS :Current Liabilities J 355,799,901 208,777,613
Provision K 19,716,664 12,002,562
Deferred Tax Liability 4,413,275 3,687,275
NET CURRENT ASSETS 253,679,720 244,120,066
MISCELLANEOUS EXPENDITURE L
(to the extent not written off or adjusted) 24,423,535 11,999,406
TOTAL APPLICATION OF FUNDS 354,265,497 337,885,173
Notes forming part of Accounts R
For and on behalf of the Board of Directors
Read with our Report
For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI Bhaskar Valiveti Usha Ramnani G.C. SOMADAS
Chairman & Managing Director Director Director Partner
M.No.: 18636
Place : Bangalore
th
Date : 13 June 2006.
64

65
ADVANCED MICRONIC DEVICES LIMITED
PROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
INCOME
For and on behalf of the Board of Directors
Read with our Report
For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI Bhaskar Valiveti Usha Ramnani G.C. SOMADAS
Chairman & Managing Director Director Director Partner
M.No.: 18636
Place : Bangalore
th
Date : 13 June 2006.
SCH 31.03.2006 31.03.2005
Rs. Rs.
Sales M 524,562,093 544,528,398
Other Income N 35,719,507 3,556,467
TOTAL 560,281,600 548,084,865
EXPENSES
Cost of Goods sold O 376,816,295 408,279,915
Administrative & Selling Expenses P 116,406,744 109,157,958
Financial Charges Q 17,258,516 14,685,942
Depreciation D 5,146,859 3,941,364
TOTAL 515,628,414 536,065,179
PROFIT BEFORE TAX 44,653,186 12,019,686
Less : Provision for Tax
Current Tax 6,100,000 3,205,000
Deferred Tax 726,000 1,060,000
Fringe Benefit tax 1,383,732
PROFIT AFTER TAX 36,443,454 7,754,686
Add : Prior year adjustments — —
Less : Prior year adjustments — 606,720
Profit Brought Forward from Previous year 10,127,585 9,198,181
Amount available for appropriation 46,571,039 16,346,147
Proposed Dividend 5,281,100 5,281,100
Provision for tax on Dividend 937,462 937,462
Balance Carried forward to Balance Sheet 40,352,477 10,127,585
Number of Equity Shares 5,281,100 5,281,100
Basic & Diluted Earning per Equity Share (Rs.) 6.90 1.47
Notes forming part of Accounts R

ADVANCED MICRONIC DEVICES LIMITED
BALANCE SHEET AS AT 31.03.2006
SCHEDULE “A”
31.03.2006 31.03.2005
(Rs.) (Rs.)
SHARE CAPITAL
AUTHORISED CAPITAL
7,500,000 Equity Shares of Rs 10/- each 75,000,000 75,000,000
ISSUED, SUBSCRIBED AND PAID UP CAPITAL
5,281,100 Equity Shares of Rs. 10/- each
(of which 650,000 equity shares of Rs. 10/- each were
capitalised by way of bonus shares during the years
1992-93 & 1994-95)
52,811,000 52,811,000
SCHEDULE “B”
RESERVES & SURPLUS
General Reserve 5,500,000 5,500,000
Profit & Loss Account Balance 40,352,477 10,127,585
Share Premium 77,554,261 77,554,261
TOTAL 123,406,738 93,181,846
SCHEDULE “C”
SECURED LOANS
CASH CREDIT
(Secured by hypothecation of stocks
& Book debts)
151,374,418 147,277,919
TERM LOAN
(Secured Hypothecation of Building & FD’s) 24,473,100 41,955,900
VEHICLE LOAN
(secured against hypothecation of Vehicles)
2,200,241 1,644,693
TOTAL 178,047,759 190,878,512
UNSECURED LOAN
Opto Circuits India Ltd. — 1,013,815
TOTAL — 1,013,815
SCHEDULE “E”
INVESTMENT (AT COST) NON TRADE
(i) Fully Paid up Shares (quoted) 2,648,425 2,648,425
(ii) Fully paid up shares (unquoted)
Aggregate cost of
Quoted Investments Rs. 26,48,425
Market Value Rs. 37,42,354 as on
31.3.06 or as on the last quoted date
unquoted investments Rs. 201800/market
value Rs. 201800/- as determined
by the Directors (after accounting for the
impairment loss in the value of the
unquoted shares.)
201,800 201,800
TOTAL 2,850,225 2,850,225
66

ADVANCED MICRONIC DEVICES LIMITED
BALANCE SHEET AS AT 31.03.2006
SCHEDULE “F”
STOCK IN TRADE
(At Lower of cost or net realisable value
as certified by a Director)
67
31.03.2006 31.03.2005
(Rs.) (Rs.)
Material 196,474,199 163,484,217
Goods in Transit 57,963,629 —
TOTAL 254,437,828 163,484,217
SCHEDULE “G”
SUNDRY DEBTORS
(Unsecured considered good, for
which the company holds no security
other than debtors personal security)
Out standing for a period exceeding six months 71,309,947 37,415,640
Others 142,498,433 158,078,917
TOTAL 213,808,380 195,494,557
SCHEDULE “H”
CASH & BANK BALANCES
Cash in Hand 240,283 185,538
Balance with Scheduled Banks in Current accounts 15,216,812 15,819,182
Balance with Scheduled Banks in Deposit accounts 60,767,111 59,290,373
TOTAL 76,224,206 75,295,093
SCHEDULE “I”
LOANS AND ADVANCES
Advance recoverable in cash or in kind
or for value to be received
(unsecured considered good)
Staff Advance 1,669,235 981,369
Advance to Suppliers 4,077,884 7,250,964
Other Advances 18,090,696 16,790,038
Deposits 61,034,616 6,291,877
Advance Tax & Tax Deducted at Source 4,266,715 2,999,401
TOTAL 89,139,146 34,313,649
SCHEDULE “J”
CURRENT LIABILITIES
Sundry Creditors 204,743,835 149,851,640
Advance from Others 116,586,660 35,101,160
Advance from Customers 13,890,031 7,527,818
Other Statutory Dues Payable 10,473,562 6,679,998
Liabilities for Expenses 9,094,691 8,792,844
Unpaid Dividend 1,011,122 824,153
TOTAL 355,799,901 208,777,613

ADVANCED MICRONIC DEVICES LIMITED
BALANCE SHEET AS AT 31.03.2006
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE “K”
PROVISIONS
Provision for Taxation 11,860,000 5,760,000
Proposed Dividend 5,281,100 5,281,100
Provision for Tax on Dividend 2,551,564 937,462
Provision for wealth tax 24,000 24,000
TOTAL 19,716,664 12,002,562
SCHEDULE “L”
MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Product Development expenses 24,423,535 11,999,406
TOTAL 24,423,535 11,999,406
SCHEDULE “M”
SALES & SERVICE
USA Branch 23,247,752 41,794,440
Domestic 467,540,513 471,797,044
Commission Received 33,773,828 30,936,914
TOTAL 524,562,093 544,528,398
SCHEDULE “N”
OTHER INCOME
Interest received on Fixed Deposits 4,076,181 2,930,356
Dividend Income 51,838 50,398
Profit on Sale of asset 31,591,488 —
Excess provision withdrawn — 575,713
TOTAL 35,719,507 3,556,467
SCHEDULE “O”
COST OF GOODS SOLD
Materials Consumed 357,926,088 386,427,712
Service Charges 12,256,865 10,592,782
Power & Fuel 185,320 250,102
Spares - materials 4,706,205 9,032,259
Insurance Charges 1,741,817 1,977,060
TOTAL 376,816,295 408,279,915
68

ADVANCED MICRONIC DEVICES LIMITED
BALANCE SHEET AS AT 31.03.2006
69
SCHEDULE “P”
ADMINISTRATIVE & SELLING EXPENSES
31.03.2006 31.03.2005
(Rs.) (Rs.)
Advertisement 582,097 713,218
AGM expenses 30,991 55,205
Bad debts written off — 1,544,573
Bank Charges 4,649,655 3,240,105
Commission paid 6,830,741 3,436,455
Conveyance & Vehicle Maintenance 6,274,060 5,148,971
Discount allowed 3,300,247 2,529,866
Donation account 40,057 186,232
Electricity & Water Charges 721,785 630,711
Freight charges 4,002,610 2,119,313
Loss on Sale of Asset — 196,081
Membership & Subscription Fees 256,885 124,865
Office Maintenance 2,966,559 2,222,175
Packing Materials 110,615 84,442
Postage, Telegraph & Telephones 6,756,931 6,442,870
Preliminary Expenses written off — 18,000
Printing and Stationery 2,853,152 2,531,077
Professional & Consultancy Fees 5,784,679 5,843,496
Rent, Rates and Taxes 4,543,623 4,461,100
Repairs & Maintenance 1,086,487 2,223,078
Salary, Wages and Welfare expenses 47,319,325 48,121,915
Sales Promotion 6,083,227 5,531,961
Security Charges 262,302 226,010
Seminar Expenses 997,124 1,379,067
Statutory Audit Fees 224,480 165,300
Tax Audit fees 56,120 55,100
Other Services 10,400 50,000
Tender Expenses 308,877 329,080
Travelling Expenses 10,353,715 9,547,692
TOTAL 116,406,744 109,157,958
SCHEDULE “Q”
FINANCIAL CHARGES
On Working Capital 15,991,841 10,173,127
On Term Loan 1,150,779 4,315,624
On others 115,896 197,191
TOTAL 17,258,516 14,685,942

ADVANCED MICRONIC DEVICES LIMITED
SCHEDULE E:
Fixed Assets Schedule for the Year ending 31.03.2006
GROSS BLOCK DEPRECIATION NET BLOCK
PARTICULARS Total as on Additions Deletions Total as on Upto For the Deletions Upto As on As on
01.04.05 31.03.06 01.04.05 year 31.03.06 31.03.06 31.03.05
LAND 868,242 — — 868,242 — — — — 868,242 868,242
BUILDING 49,591,639 — 10,970,184 38,621,455 6,150,918 1,470,649 3,755,641 3,865,926 34,755,529 43,440,721
FURNITURE & FIXTURES 8,557,652 734,697 1,053,149 8,239,200 1,771,157 534,998 666,640 1,639,515 6,599,685 6,786,495
MOTOR VEHICLE 7,352,074 1,889,543 74,864 9,166,753 2,615,207 726,092 74,864 3,266,435 5,900,318 4,736,867
PLANT&MACHINERY 25,065,363 3,899,272 — 28,964,635 6,184,933 1,250,798 — 7,435,731 21,528,904 18,880,430
OFFICE EQUIPMENT 3,144,920 200,685 759,496 2,586,109 1,073,718 135,168 360,760 848,126 1,737,983 2,071,202
ELECTRICAL INSTALLATION 1,203,608 — 816,624 386,984 521,930 37,511 387,900 171,541 215,443 681,678
OVERSEAS ASSETS 1,633,017 1,247,715 — 2,880,732 183,176 991,643 — 1,174,819 1,705,913 1,449,841
TOTAL 97,416,515 7,971,912 13,674,317 91,714,110 18,501,039 5,146,859 5,245,805 18,402,093 73,312,017 78,915,476
PREVIOUS YEAR 93,406,107 9,166,560 5,156,152 97,416,515 15,071,157 3,941,364 511,482 18,501,039 78,915,476 78,334,950
70

71
Subsidiaries
Financial Statement
MEDIAID INC., USA

MEDIAID INC., USA
BALANCE SHEET AS AT 31.03.2006
I. SOURCES OF FUNDS
SCH 31.03.2006 31.03.2005
Rs. Rs.
SHARE HOLDERS FUND
Capital A 101,488,225 43,630,000
Reserves & Surplus
LOAN FUNDS
B (2,081,775) (4,871,765)
Secured Loans C - -
Unsecured Loans D - 1,480,336
TOTAL 99,406,450 40,238,571
II. APPLICATION OF FUNDS
FIXED ASSETS:
E
Gross Block 15,710,313 14,885,466
Less Accumilated Depreciation 6,510,135 1,191,024
Net Block 9,200,178 13,694,442
INVESTMENTS F 6,553,246 1,529,624
CURRENT ASSETS, LOANS & ADVANCES: G
Inventories 314,057,024 81,986,582
Sundry Debtors 65,133,768 21,127,621
Cash & Bank Balances 2,074,188 3,859,617
Loans & Advances 72,495,935 8,364,245
453,760,915 115,338,065
Less : Current Liabilities & Provisions H
Liabilities 370,107,889 90,323,560
Provisions - -
Deferred Tax Liability - -
Net Current Assets 83,653,026 25,014,505
TOTAL 99,406,450 40,238,571
Place : California
th
Date : 13 June 2006.
For MEDIAID INC., USA
sd/-
MAHESH PATEL
CFO
72

73
MEDIAID INC., USA
PROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
INCOME
SCH 31.03.2006 31.03.2005
Rs. Rs.
Sales I 227,388,976 199,309,145
Other Income J 2,110 -
TOTAL 227,391,086 199,309,145
EXPENDITURE
Manufacturing Expenses L 164,853,440 155,125,339
Administrative & Selling Expenses M 52,930,211 42,478,233
Financial Expenses N 693,596 519,880
Depreciation E 5,286,899 1,007,796
TOTAL 223,764,146 199,131,248
Profit for the year before Tax 3,626,940 177,897
Profit After Tax 3,626,940 177,897
Profit brought forward from Previous Year (4,871,765) (5,049,662)
Profit available for appropriation (1,244,825) (4,871,765)
Profit carried to Balance Sheet (1,244,825) (4,871,765)
Place : California
th
Date : 13 June 2006.
For MEDIAID INC., USA
sd/-
MAHESH PATEL
CFO

MEDIAID INC., USA
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE A:
Share Capital Authorised :
50,00,000 Equity Share of $1/- Each 224,050,000 224,050,000
Issued Capital
22,50,000 Equity Share of $1/- Each 101,488,225 43,630,000
(PY 10,00,000 Equity shares of $ 1/- each)
Subscribed Capital
22,50,000 Equity Share of $1/- Each 101,488,225 43,630,000
(PY 10,00,000 Equity shares of $ 1/- each)
Paid-up Capital
22,50,000 Equity Share of $1/- Each 101,488,225 43,630,000
(PY 10,00,000 Equity shares of $ 1/- each)
101,488,225 43,630,000
SCHEDULE B:
Reserves & Surplus
General Reserve:
As per last Balance Sheet - -
Add: Transfer from Profit & Loss Account (1,244,825) (4,871,765)
(1,244,825) (4,871,765)
Foreign currency translation reserve (836,950) -
TOTAL (2,081,775) (4,871,765)
SCHEDULE C:
Secured Loans:
- -
SCHEDULE D:
Un Secured Loans:
Others - 1,480,336
- 1,480,336
SCHEDULE F:
Investments:
Unquoted Investment at Cost:
Medi Aid Inc.,GMBH 5,124,427 1,529,624
Medi Aid Inc.,Dubai 1,428,819 -
6,553,246 1,529,624
SCHEDULE G:
Current Assets, Loans & Advances:
A. Inventories 314,057,024 81,986,582
(Valued at lower of cost or market value as certified
by the Management)
74

MEDIAID INC., USA
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
75
31.03.2006 31.03.2005
(Rs.) (Rs.)
B. Sundry Debtors
(unsecured considered good, for which the company
holds no security other than the debtor’s
personal security)
- < 6 months 65,133,768 21,127,621
TOTAL 65,133,768 21,127,621
C. CASH & BANK BALANCES:
Cash at Bank 2,021,984 3,859,617
Cash on Hand 52,204 -
TOTAL 2,074,188 3,859,617
CURRENT ASSETS TOTAL (A+B+C) 381,264,980 106,973,820
Loans & Advances:
(Unsecured considered good, receivable
in cash or in kind or for value to be received)
Others Advances 71,909,959 8,066,741
Staff Advance 49,367 28,189
Deposits - Security Deposits 536,609 269,315
TOTAL 72,495,935 8,364,245
SCHEDULE H:
Current Liabilities & Provisions:
Current Liabilities :
Sundry Creditors for Purchases 334,415,710 90,284,140
Sundry Creditors for Expenses 631,931 25,583
Advance from Others 7,704,018 13,837
Advance received from Customers 26,870,099 -
Statutory Dues Payable 486,131 -
TOTAL 370,107,889 90,323,560
SCHEDULE I:
SALES
SALES 227,388,976 199,309,145
TOTAL 227,388,976 199,309,145
SCHEDULE J:
OTHER INCOME:
Miscellaneous Income 2,110 -
TOTAL 2,110 -

MEDIAID INC., USA
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE K:
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE L:
A. MANUFACTURING EXPENSES:
Opening Stock 81,986,582 78,909,386
ADD:
Purchases 396,436,249 154,619,651
TOTAL(A) 478,422,831 233,529,037
LESS: Closing Stock of Materials 314,057,024 81,986,582
TOTAL(B) 314,057,024 81,986,582
Total Material Cost(A-B) 164,365,807 151,542,455
B. FACTORY EXPENSES:
Sales Tax 38,914 41,972
Production Supplies 186,608 376,891
Tooling,setup,engr Cost 262,111 3,164,021
TOTAL (B) 487,633 3,582,884
Total Cost of Goods Sold (A+B) 164,853,440 155,125,339
SCHEDULE M:
A. ADMINISTRATIVE EXPENSES:
Travelling & Conveyance 3,148,485 1,949,213
Professional Consultancy Charges 949,738 862,411
Printing & Stationery 317,622 285,527
General Expenses - 501,698
Postage, Telephone & Fax Charges 1,097,875 933,108
Outside Labour 1,013,194 1,686,245
Rates & Taxes 66,374 245,317
Foreign Exchange Translation Loss 5,073,144 -
Advertisement & Trade Shows 2,338,631 2,978,852
Insurance 2,860,553 3,811,023
Repairs & Maintenance -Vehicle 429,465 119,055
Rent 3,265,592 1,977,639
Electricity & Water Charges 246,958 203,185
Office Maintenance 367,009 440,560
Repairs & Maintenance - Others 246,610 159,591
Commission 2,490,492 2,060,013
Quality Certification, Patent & FDA Expenses 1,727,468 1,132,678
Miscellaneous Expenses - 46,796
Membership, Books & Periodicals 184,364 156,130
TOTAL (A) 25,823,574 19,549,041
76

MEDIAID INC., USA
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
77
31.03.2006 31.03.2005
(Rs.) (Rs.)
B. STAFF EXPENSES:
Salaries & Allowances 21,817,910 18,493,874
TOTAL (B) 21,817,910 18,493,874
C: SELLING EXPENSES:
Freight & Handling Charges 4,934,935 4,435,318
Duty 353,792 -
TOTAL(C) 5,288,727 4,435,318
Total ( A+B+C ) 52,930,211 42,478,233
SCHEDULE N:
FINANCIAL CHARGES
Interest to Others 160,299 143,099
Bank Charges 533,297 376,781
TOTAL 693,596 519,880

MEDIAID INC., USA
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE E:
Fixed Assets Schedule for the Year ending 31.03.2006
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As on Addi Adjust Total as on As on For the Adjust As on As on As on
01-04-05 tions ments 31-3-06 01-04-05 year ments 31-3-06 31-3-06 31-3-05
Computers & Software 14,585,122 422,261 394,464 15,401,847 1,091,766 5,241,987 29,527 6,363,280 9,038,567 13,493,357
Office Equipments 121,917 - 3,297 125,214 45,310 19,910 1,225 66,445 58,769 76,607
Furniture & Fixtures 178,427 - 4,825 183,252 53,949 25,002 1,459 80,410 102,842 124,478
Total 14,885,466 422,261 402,586 15,710,313 1,191,025 5,286,899 32,211 6,510,135 9,200,178 13,694,442
78

79
Subsidiaries
Financial Statement
Altron Industries Pvt. Ltd.,

ALTRON INDUSTRIES PRIVATE LIMITED
BALANCE SHEET AS AT 31.03.2006
I. SOURCES OF FUNDS
SCH 31.03.2006 31.03.2005
Rs. Rs.
SHARE HOLDERS FUND
Capital A 702,000 702,000
Reserves & Surplus B 5,819,486 6,872,421
LOAN FUNDS
Secured Loans C 74,048 280,103
Unsecured Loans D 2,572,773 2,592,773
TOTAL 9,168,307 10,447,297
II. APPLICATION OF FUNDS
FIXED ASSETS: E
Gross Block 10,826,726 10,826,726
Less Depreciation 4,086,857 3,648,052
Net Block 6,739,869 7,178,674
INVESTMENTS F - -
CURRENT ASSETS, LOANS & ADVANCES: G
Inventories 2,147,400 2,147,400
Sundry Debtors 1,334,293 2,234,845
Cash & Bank Balances 812,595 1,325,229
Loans & Advances 4,706,623 4,729,451
9,000,911 10,436,925
Less : Current Liabilities & Provisions H
Liabilities 6,555,273 7,151,102
Provisions 17,200 17,200
Net Current Assets 2,428,438 3,268,623
TOTAL 9,168,307 10,447,297
For ALTRON INDUSTRIES PRIVATE LIMITED
Read with our Report
for ANAND SHENOY & CO.,
Chartered Accountants.,
sd/- sd/- sd/-
MANJE GOWDA ALAMELU BHASKAR G.C. SOMADAS
Director
Place: Bangalore
th
Date : 13 June 2006.
Director Partner
M.No.: 18636
80

81
ALTRON INDUSTRIES PRIVATE LIMITED
PROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
For ALTRON INDUSTRIES PRIVATE LIMITED
SCH 31.03.2006 31.03.2005
Rs. Rs.
INCOME
Sales J 3,076,063 7,875,775
Other Income K 1,228 190,149
Increase/Decrease inWIP &FG L - 2,147,400
TOTAL 3,077,291 10,213,324
EXPENDITURE
Manufacturing Expenses M 523,817 985,001
Administrative & Selling Expenses N 3,149,769 8,405,765
Financial Expenses O 17,836 65,578
Depreciation E 438,805 514,147
TOTAL 4,130,227 9,970,491
Profit for the year before Tax (1,052,935) 242,833
Provision for Taxation - 17,200
Profit After Tax (1,052,935) 225,633
Prior Year Income/(Expenses) - 8,690
Profit After Prior Year Income/(Expenses) (1,052,935) 234,323
Profit brought forward from Previous Year 6,338,421 6,104,098
Profit available for appropriation 5,285,486 6,338,421
Profit carried to Balance Sheet 5,285,486 6,338,421
Read with our Report
for ANAND SHENOY & CO.,
Chartered Accountants.,
sd/- sd/- sd/-
MANJE GOWDA ALAMELU BHASKAR G.C. SOMADAS
Director
Place: Bangalore
th
Date : 13 June 2006.
Director Partner
M.No.: 18636

ALTRON INDUSTRIES PRIVATE LIMITED
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
SCHEDULE A:
31.03.2006 31.03.2005
(Rs.) (Rs.)
Share Capital Authorised :
100000 Equity Shares of Rs.100/- each 10,000,000 10,000,000
Issued Capital
7020 Equity Shares of Rs.100/- each fully paid up 702,000 702,000
Subscribed Capital
7020 Equity Shares of Rs.100/- each fully paid up 702,000 702,000
Paid-up Capital
7020 Equity Shares of Rs.100/- each fully paid up 702,000 702,000
702,000 702,000
SCHEDULE B:
Reserves & Surplus
As per last Balance Sheet - -
Profit & Loss Account balance 5,285,486 6,338,421
TOTAL 5,285,486 6,338,421
Add: Subsidy received from Govt. Of Karnataka 534,000 534,000
TOTAL 5,819,486 6,872,421
SCHEDULE C:
Secured Loans:
Term Loan From Banks & Financial Institutions 74,048 280,103
74,048 280,103
SCHEDULE D:
Un Secured Loans:
From Directors 500,000 -
From Others 2,072,773 2,592,773
2,572,773 2,592,773
SCHEDULE F:
Investments: - -
SCHEDULE G:
Current Assets, Loans & Advances:
A. Inventories
(Valued at lower of cost or market value as certified
by the Management)
2,147,400 2,147,400
B. Sundry Debtors
(unsecured considered good, for which the company
holds no security other than the debtor’s
personal security)
> Above 180 Days - -
> Below 180 Days 1,334,293 2,234,845
TOTAL 1,334,293 2,234,845
82

ALTRON INDUSTRIES PRIVATE LIMITED
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
83
C. CASH & BANK BALANCES:
31.03.2006 31.03.2005
(Rs.) (Rs.)
Deposit & Other Accounts 33,594 33,594
Current Accounts 113,071 624,899
Cash on hand 665,930 666,736
TOTAL 812,595 1,325,229
CURRENT ASSETS TOTAL (A+B+C) 4,294,288 5,707,474
Loans & Advances:
(Unsecured considered good, receivable
in cash or in kind or for value to be received)
Advances to suppliers & services 155,524 137,788
Others Advances 2,963,463 2,963,463
TDS 237,097 200,390
Deposits 44,979 122,250
Prepaid Expenses 1,305,560 1,305,560
TOTAL 4,706,623 4,729,451
SCHEDULE H:
Current Liabilities & Provisions:
Current Liabilities :
Sundry Creditors for Purchases 669,333 683,013
Inter Corporate Deposits 4,593,430 4,593,430
Sundry Creditors for Expenses 1,292,510 1,874,659
TOTAL 6,555,273 7,151,102
Provisions :
Provision for Taxation 17,200 17,200
TOTAL 17,200 17,200
SCHEDULE J:
SALES 3,076,063 7,875,775
TOTAL 3,076,063 7,875,775
SCHEDULE K:
OTHER INCOME:
Dividend Received 1,228 810
Interest Received - 23,859
Others - 165,480
TOTAL 1,228 190,149
SCHEDULE L:
Increase/Decrease in WIP & Finished Goods
Opening Stock of WIP 2,147,400 -
TOTAL( A ) 2,147,400 -

ALTRON INDUSTRIES PRIVATE LIMITED
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
31.03.2006 31.03.2005
(Rs.) (Rs.)
LESS:
Closing Stock of WIP 2,147,400 2,147,400
TOTAL( B ) 2,147,400 2,147,400
Increase/(Decrease) in WIP & Finished Goods(B-A) - 2,147,400
SCHEDULE M:
A. MANUFACTURING EXPENSES:
CONSUMPTION OF RAW MATERIALS & CONSUMABLES
Opening Stock
ADD:
- -
Purchases 26,873 121,950
TOTAL(A)
LESS: Closing Stock
26,873 121,950
Raw Materials & Consumables -
TOTAL(B) - -
Raw materials & Consumables Consumed(A-B) 26,873 121,950
B. FACTORY EXPENSES:
Labour Charges & Job Work 200,909 -
Power & Fuel 101,421 324,011
Entry Tax - 24,894
Insurance 5,540 16,407
Repairs & Maintenance - Plant & Machinery 25,841 3,196
Repairs & Maintenance - Electricals & Others 12,308 76,511
Repairs & Maintenance - Building 47,689 91,642
R&D,Product Development Expenses - 326,390
Customs Duty & Supervision Charges 103,236 -
TOTAL (B) 496,944 863,051
Total (A+B) 523,817 985,001
SCHEDULE N:
A. ADMINISTRATIVE EXPENSES:
Directors Remuneration - 595,000
Travelling & Conveyance 51,427 166,346
Professional & Consultancy Charges 54,755 198,692
Printing & Stationery 46,938 194,422
General Expenses 8,631 19,237
Postage, Telephone & Fax Charges 71,069 131,098
Penalties and Interest 249,319 22,999
Security, Watch and Ward 28,860 118,809
Rates & Taxes 16,069 27,168
Auditor’s Remuneration 25,000 78,669
Rent 68,080 345,800
Donation 27,000 -
Repairs & Maintenance - Others 58,317 120,040
Miscellaneous Expenses 10,176 87,287
Membership, Books & Periodicals - 15,062
TOTAL (A) 715,641 2,120,629
84

ALTRON INDUSTRIES PRIVATE LIMITED
SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
85
B. STAFF EXPENSES:
31.03.2006 31.03.2005
(Rs.) (Rs.)
Salaries & Allowances 2,228,181 5,956,347
Staff Welfare and Amenities 163,109 291,809
TOTAL (B) 2,391,290 6,248,156
C. SELLING EXPENSES:
Packing Materials 20,743 -
Business Promotion Expenses - 3,786
Transportation 22,095 33,194
TOTAL(C) 42,838 36,980
Total ( A+B+C ) 3,149,769 8,405,765
SCHEDULE O:
FINANCIAL CHARGES
Interest on Term Loan 12,345 62,275
Bank Charges 5,491 3,303
TOTAL 17,836 65,578

ALTRON INDUSTRIES (PRIVATE) LIMITED
SCHEDULE E:
Fixed Assets Schedule for the Year ending 31.03.2006
GROSS BLOCK DEPRECIATION NET BLOCK
PARTICULARS % AS ON ADDI- DELE- TOTAL AS ON For the As on As on As on
01.04.05 TIONS TIONS 31.03.06 01.04.05 year 31.03.06 31.03.06 31.03.05
Land 3,961,440 - - 3,961,440 - - 3,961,440 3,961,440
Building - Factory 10.00% 2,114,813 - - 2,114,813 1,168,304 94,651 1,262,955 851,858 946,509
Plant & Machinery 13.91% 1,820,033 - - 1,820,033 842,787 135,935 978,722 841,311 977,246
Tools & Accessories 13.91% 416,528 - - 416,528 156,947 36,108 193,055 223,473 259,581
Office Equipments 13.91% 282,121 - - 282,121 173,626 15,092 188,718 93,403 108,495
Electrical Installations 13.91% 480,534 - - 480,534 135,968 47,929 183,897 296,637 344,566
Diesel Generator Set 13.91% 78,605 - - 78,605 20,347 8,103 28,450 50,155 58,258
Furniture & Fixtures 18.10% 889,315 - - 889,315 405,647 87,544 493,191 396,124 483,668
Vehicles 25.89% 456,909 - - 456,909 456,909 - 456,909 - -
TVS moped 25.89% 25,428 - - 25,428 10,393 3,893 14,286 11,142 15,035
Computers 40.00% 301,000 - - 301,000 277,124 9,550 286,674 14,326 23,876
Total 10,826,726 - - 10,826,726 3,648,052 438,805 4,086,857 6,739,869 7,178,674
Previous Year (04-05) 7,002,147 4,002,920 178,341 10,826,726 3,133,905 514,147 3,648,052 7,178,674 3,868,242
86

87
Consolidated
Financial Statement

REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS OF
OPTO CIRCUITS (INDIA) LIMITED
We have audited the attached consolidated balance sheet of OPTO CIRCUITS (INDIA) LIMITED and its subsidiaries
(the Group)as at 31st March, 2006, and also the consolidated profit and loss account and the consolidated cash flow
statement for the year ended on that date,annexed thereto. These consolidated financial statements are the responsibility
of OPTO CIRCUITS (INDIA) LIMITED management and have been prepared by the management on the basis of
separate financial statements and other financial information regarding components. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards 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.
We did not audit the financial statements of Mediaid Inc., the subsidiary, whose financial statements reflect the total
assets of Rs. 9.94 crores as against the Consolidated total assets of Rs. 161.64 crores as at 31st March, 2006 and the total
revenues of Rs. 22.74 crores as against the Consolidated total revenue of Rs. 145.45 crores for the year ended on that date,
in the consolidated financial statements.
We report that the consolidated financial statements have been prepared by OPTO CIRCUITS (INDIA) LIMITED's
management in accordance with the requirements of Accounting Standard 21, Consolidated Financial Statements, issued
by the Institute of Chartered Accountants of India, subject to the note on Eurocor GmbH, accounts as on 31.12.05 not
considered for Consolidated Financial Statements.
Based on our audit , in our opinion and to the best of our information and according to the explanations given to us, the
attached consolidated financial statements give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the consolidated balance sheet, of the state of affairs of OPTO CIRCUITS (INDIA) LIMITED Group as
at 31st March, 2006;
b) in the case of the consolidated profit and loss account, of the profit for the year ended on that date, and
(c) in the case of the consolidated cash flow statement, of the cash flows for the year ended on that date.
Place: Bangalore
st
Date : 21 August 2006
For
Anand Shenoy & Company
Chartered Accountants
G C Somadas
Partner
M. No.18636
88

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED BALANCE SHEET AS ON 31-03-2006
SCH 31.03.2006 31.03.2005
Rs. Rs.
I. SOURCES OF FUNDS
SHARE HOLDERS FUND
Capital A 268,082,900 178,721,930
Reserves & Surplus
LOAN FUNDS
B 573,270,560 428,641,413
Secured Loans C 757,849,228 337,392,855
Unsecured Loans D 17,273,412 15,032,384
TOTAL 1,616,476,100 959,788,582
II. APPLICATION OF FUNDS
FIXED ASSETS:
E
Gross Block 378,599,848 348,522,312
Less Depreciation 88,503,356 70,303,658
Net Block 290,096,492 278,218,654
Capital work - in - progress 19,000 7,914,126
INVESTMENTS F 246,870,901 4,397,949
CURRENT ASSETS, LOANS & ADVANCES: G
Inventories 795,155,112 449,679,920
Sundry Debtors 741,695,438 441,812,559
Cash & Bank Balances 101,546,970 102,175,959
Loans & Advances 150,047,643 72,996,731
1,788,445,163 1,066,665,169
Less : Current Liabilities & Provisions H
Liabilities 551,872,547 308,489,951
Provisions 166,513,354 85,230,090
Deferred Tax Liability 4,413,275 3,687,275
Net Current Assets 1,065,645,987 669,257,853
Miscellaneous Expenditure
(to the extent not written off or ajdusted)
I 13,843,720 -
TOTAL 1,616,476,100 959,788,582
Notes forming part of accounts R
Significant Accounting Policies S
For OPTO CIRCUITS (INDIA) LIMITED
As per our report of even date
For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C. SOMADAS
Chairman & Managing Director
Place:Bangalore
th
Date : 13 June 2006.
Executive Director Company Secretary Partner
M.No.: 18636
89

90
OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED PROFIT & LOSS A/C FOR PERIOD ENDED 31.03.2006
SCH 31.03.2006 31.03.2005
Rs. Rs.
INCOME
Sales J 1,397,799,393 1,228,352,057
Other Income K 44,404,024 6,784,820
Increase/Decrease inWIP &FG L 12,290,542 (10,902,555)
TOTAL 1,454,493,959 1,224,234,322
EXPENDITURE
Manufacturing Expenses M 733,005,611 743,410,103
Administrative & Selling Expenses N 250,340,637 219,728,957
Financial Expenses O 52,253,545 36,921,609
Depreciation E 23,222,993 17,832,395
TOTAL 1,058,822,786 1,017,893,064
Profit for the year before Tax 395,671,173 206,341,258
Provision for Taxation 7,000,000 5,705,000
Provision for FBT 1,801,276 -
Provision for Deferred Tax 726,000 1,060,000
Profit After Tax 386,143,897 199,576,258
Add/(Less):Prior Year Adjustment 340,749 (1,812,200)
Profit After Prior Year Adjustments & Minority Interest 386,484,646 197,764,058
Profit brought forward from Previous Year 271,361,940 170,043,972
Profit available for appropriation 657,846,586 367,808,030
Transfers to General Reserve 36,000,000 19,500,000
Proposed Dividend 125,361,095 67,833,776
Tax on Distributed Profits 18,220,912 9,112,314
Profit carried to Balance Sheet 478,264,579 271,361,940
For OPTO CIRCUITS (INDIA) LIMITED
As per our report of even date
For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C. SOMADAS
Chairman & Managing Director
Place:Bangalore
th
Date : 13 June 2006.
Executive Director Company Secretary Partner
M.No.: 18636

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE A:
Share Capital Authorised :
50,000,000 Equity Share of Rs.10/- Each
(P.Y. 20,000,000 Equity Shares of Rs. 10/- each)
Issued Capital
500,000,000 200,000,000
27,070,190 Equity Shares of Rs.10/- each
(P.Y. 18,134,093 Equity Shares of Rs. 10/- each)
(Out of the above- 1,239,831 Equity Shares of
Rs. 10/- each fully paid-up allotted otherwise
than for cash 21,255,390 (P.Y12,319,293) Equity Shares of Rs.10/-
Each fully paid up as Bonus shares
Subscribed Capital
270,701,900 181,340,930
26,808,290 Equity Shares of Rs.10/- each
(P.Y. 17,872,193 Equity Shares of Rs. 10/- each)
(Out of the above- 1,239,831 Equity Shares of Rs. 10/- each fully paid-up
allotted otherwise than for cash 21,255,390 (P.Y12,319,293)
Equity Shares of Rs.10/- Each fully paid up as Bonus shares
Paid-up Capital
268,082,900 178,721,930
26,808,290 Equity Shares of Rs.10/- Each fully paid up
(P.Y. 17,872,193 Equity Shares of Rs. 10/- each)
(Out of the above- 1,239,831 Equity Shares of Rs. 10/- each fully paid-up
allotted otherwise than for cash
21,255,390 (P.Y12,319,293) Equity Shares of Rs.10/- Each fully paid up
as Bonus shares
268,082,900 178,721,930
268,082,900 178,721,930
SCHEDULE B:
Reserves & Surplus
As per last Balance Sheet 52,481,492 32,981,492
Additions during the year 36,000,000 19,500,000
Share Premium account 33,867,230 75,110,750
Capital Reserve as per- SCHEDULE P 37,415,061 20,700,614
Profit & Loss Account balance as per - SCHEDULE Q 433,871,441 266,106,120
Add: Capital Profit of Subsidary Company acquired during the year * 6,338,421 -
Add: Minority Interest 61,157,885 53,985,957
TOTAL 661,131,530 468,384,933
Less: Transfers during the year - Bonus Shares 89,360,970 41,243,520
571,770,560 427,141,413
Add: Subsidy received from Govt. Of Karnataka 1,500,000 1,500,000
TOTAL
* Altron Industries Private Limited
573,270,560 428,641,413
SCHEDULE C:
Secured Loans:
Term Loan From Banks & Financial Institutions* 295,836,576 68,635,900
Working Capital Advances from Banks ** 453,268,246 255,924,524
Other Term Loans*** 8,744,406 12,832,431
* Secured by hypothecation of Fixed Assets
** Secured by hypothecation of Stocks & Book Debts
*** Secured by hypothecation of Equipments & Vehicles
757,849,228 337,392,855
91

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
92
31.03.2006 31.03.2005
(Rs.) (Rs.)
SCHEDULE D:
Un Secured Loans:
From Directors 13,160,638 14,018,569
From Others 4,112,774 1,013,815
SCHEDULE F:
Investments:
Quoted Shares at Cost :
17,273,412 15,032,384
Advanced Micronic Devices Limited-
3153165 E.Shares of Rs.10/- Fully Paidup
(Aggregate cost of Quoted investment Rs.52461254.
Market Value Rs.132905905/- as on 31.3.2006 or as
on last quoted date)
Unquoted Investment at Cost:
2,648,425 2,648,425
Medi Aid Inc., 6,755,046 1,529,624
Eurocor GMBH 237,467,430 -
Others - 219,900
246,870,901 4,397,949
SCHEDULE G:
Current Assets, Loans & Advances:
A. INVENTORIES
(Valued at lower of cost or market value as certified
by the Management)
B. SUNDRY DEBTORS
(unsecured considered good, for which the company
holds no security other than the debtor’s
personal security)
795,155,112 449,679,920
> Above 180 Days 109,982,978 37,415,640
> Below 180 Days 631,712,460 404,396,919
TOTAL 741,695,438 441,812,559
C. CASH & BANK BALANCES:
Deposit & Other Accounts 77,648,680 76,540,316
Current Accounts 22,890,124 25,442,000
Cash on hand 1,008,166 193,643
TOTAL 101,546,970 102,175,959
D. LOANS & ADVANCES:
(Unsecured considered good, receivable
in cash or in kind or for value to be received)
Advances to Suppliers & Services 53,082,429 16,933,694
Others Advances 76,756,445 40,533,303
Advances to Suppliers of Capital Goods - 3,516,977
Advances-Inter Corporate Deposits 1,827,500 -
Advance Income Tax 2004-05 2,367,425 1,625,423
Advance Income Tax 2005-06 4,766,715 1,373,978
Staff Advance 1,841,602 1,178,058
Deposits 7,029,786 7,059,419
Prepaid Expenses 2,375,741 775,879
TOTAL 150,047,643 72,996,731

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
SCHEDULE H:
Current Liabilities & Provisions:
Current Liabilities :
31.03.2006 31.03.2005
(Rs.) (Rs.)
Sundry Creditors for Purchases 328,835,873 250,226,261
Sundry Creditors for Expenses 26,849,718 19,951,878
Sundry Creditors for Capital Goods 5,608,706 3,700,559
Other Advances 124,290,678 7,514,997
Inter Corporate Deposits 1,732,500 -
Advance received from Customers 50,670,211 17,418,341
Statutory Dues Payable 11,973,725 8,241,942
Unclaimed Dividend - 2000-2001 70,111 70,411
Unclaimed Dividend - 2001-2002 104,297 104,297
Unclaimed Dividend - 2002-2003 200,258 201,816
Unclaimed Dividend - 2003-2004 197,041 1,059,449
Unclaimed Dividend - 2004-2005 1,339,429 -
TOTAL
Provisions :
551,872,547 308,489,951
Provision for Dividend 125,361,095 67,833,776
Provision for Dividend Tax 24,009,867 9,112,314
Provision for Interest 1,423,648 -
Provision for FBT 417,544 -
Provision for Taxation 04-05 2,500,000 2,555,000
Provision for Taxation 05-06 12,777,200 5,705,000
Provision for Wealth Tax 24,000 24,000
TOTAL 166,513,354 85,230,090
SCHEDULE I:
Preliminary Expenses 13,843,720 -
(to the extent not written off or adjusted) 13,843,720 -
SCHEDULE J:
SALES
SALES - Exports 934,087,834 834,352,921
SALES-DTA 431,013,931 363,062,222
SALES - Commission 32,697,628 30,936,914
TOTAL 1,397,799,393 1,228,352,057
SCHEDULE K:
OTHER INCOME:
Dividend Received 53,067 3,203,563
Interest received 4,502,068 2,994,419
Difference in Exchange Rate 8,255,293 -
Profit on Sale of Asset 31,591,486 -
Miscellaneous Income 2,110 586,838
TOTAL 44,404,024 6,784,820
SCHEDULE L:
Increase/Decrease in WIP & Finished Goods
Opening Stock of WIP 15,246,726 12,951,381
Opening Stock of Finished Goods - 11,050,500
TOTAL( A ) 15,246,726 24,001,881
93

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
94
LESS:
31.03.2006 31.03.2005
(Rs.) (Rs.)
Closing Stock of WIP 27,537,268 13,099,326
Closing Stock of Finished Goods - -
TOTAL( B ) 27,537,268 13,099,326
Increase/(Decrease) in WIP & Finished Goods(B-A) 12,290,542 (10,902,555)
SCHEDULE M:
A. MANUFACTURING EXPENSES:
CONSUMPTION OF RAW MATERIALS & CONSUMABLES
Opening Stock
ADD:
436,580,578 280,870,209
Purchase of Raw Materials & Consumables 1,008,490,803 850,769,274
TOTAL(A) 1,445,071,381 1,131,639,483
LESS: Closing Stock
Raw Materials & Consumables TOTAL(B) 767,617,844 436,580,594
Raw materials & Consumables Consumed(A-B) 677,453,537 695,058,889
B. FACTORY EXPENSES:
Labour Charges & Job Work 10,754,329 8,297,209
Power & Fuel 7,776,405 6,411,775
Tooling Charges 309,787 4,894,435
Insurance 5,071,233 5,265,067
Repairs & Maintenance - Plant & Machinery 1,072,229 908,535
Repairs & Maintenance - Electricals & Others 917,426 866,872
Repairs & Maintenance - Building 905,126 72,553
R&D,Product Development Expenses 1,623,259 933,066
Difference in Exchange 1,289,086 -
Freight, Handling, Octroi and Others 6,977,658 -
Warranty Purchases 1,541,815 -
Sales Tax 38,914 41,972
Service Charges 12,256,865 10,592,782
Spares - materials 4,706,205 9,032,259
Production Supplies 186,608 376,891
Customs Duty & Supervision Charges 125,129 657,798
TOTAL (B) 55,552,074 48,351,214
TOTAL (A+B) 733,005,611 743,410,103
SCHEDULE N:
A. ADMINISTRATIVE EXPENSES:
Advertisement & Trade Shows 4,826,794 4,082,533
AGM Expenses 30,991 55,205
Auditor’s Remunaration 841,500 691,004
Bad Debts Written off - 1,544,573
Commission 9,321,233 5,496,468
Directors Remuneration 10,125,000 9,000,000
Discount Allowed 3,300,247 2,529,866
Donation 67,057 186,232
Electricity & Water Charges 968,743 833,896
Foreign Exchange Translation Loss 5,073,144 -
General Expenses 2,394,314 2,282,029
Insurance 2,860,553 3,811,023
Loss on sale of Asset 2,944,108 639,757

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
31.03.2006 31.03.2005
(Rs.) (Rs.)
Membership, Books & Periodicals 566,704 292,690
Miscellaneous Expenses - 46,796
Office Maintenance 3,343,744 2,662,735
Outside Labour 1,013,194 1,686,243
Penalties and Interest 249,319 -
Postage, Telephone & Fax Charges 10,114,550 8,546,456
Premlinary expenses Written off - 18,000
Printing & Stationery 6,853,731 5,498,022
Professional Consultancy Charges 8,944,776 9,625,254
Quality Certification, Patent & FDA Expenses 1,727,468 1,132,678
Rates & Taxes 2,155,192 642,843
Rent 8,252,707 6,766,270
Repairs & Maintenance - Others 1,507,328 2,507,117
Repairs & Maintenance - Vehicle 429,465 5,268,026
Security Charges 291,162 226,010
Seminar Expenses 997,124 1,379,067
Share Transfer Charges 124,295 484,477
Tender 308,877 329,080
Travelling & Conveyance 23,440,880 19,895,108
TOTAL (A) 113,074,200 98,159,458
B. STAFF EXPENSES:
Salaries & Allowances 93,797,518 83,525,406
Staff Welfare and Aminities 12,918,819 5,987,795
TOTAL (B) 106,716,337 89,513,201
C. SELLING EXPENSES:
Freight & Handling Charges 17,893,758 11,939,006
Duty 353,792 6,554,631
Difference in Exchange - 4,304,846
Packing Materials 1,615,768 1,760,979
Clearing Charges 1,837,299 1,370,490
Business Promotion Expenses 8,333,279 5,997,629
Transportation 516,204 128,717
TOTAL(C) 30,550,100 32,056,298
TOTAL ( A+B+C ) 250,340,637 219,728,957
SCHEDULE O:
FINANCIAL CHARGES
Interest - Working Capital 32,390,386 20,639,281
Interest on Term Loan 6,348,186 7,093,610
Interest to Others 1,021,937 1,332,479
Bank Charges 12,493,036 7,856,239
TOTAL 52,253,545 36,921,609
95

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED SCHEDULE TO BALANCE SHEET AS AT 31.03.2006 (Contd.)
96
SCHEDULE P:
CAPITAL RESERVE:
31.03.2006 31.03.2005
(Rs.) (Rs.)
ADVANCED MICRONIC DEVICES LIMITED - (A)
Share Capital 52,811,000 52,811,000
General Reserve 5,500,000 5,500,000
Profit and loss account balance 40,352,477 10,127,585
Share Premium 77,554,261 77,554,261
TOTAL 176,217,738 145,992,846
Less: Miscellaneous Expenses to the extent not written off (24,423,534) (11,999,406)
NETWORTH 151,794,204 133,993,440
Less: Minority Interest (61,157,885) (53,985,957)
Net of Minority Interest- (a) 90,636,319 80,007,483
Less: Investment by Parent Company - (b) 52,461,254 52,461,254
Capital Reserve carried to Consolidated Reserves & Surplus- (a) - (b) 38,175,065 27,546,229
MEDIAID INC., USA - (B)
Share Capital 101,488,225 43,630,000
Profit and loss account balance (1,244,826) (4,871,765)
Foreign currency translation reserve (836,950) -
TOTAL 99,406,449 38,758,235
NETWORTH 99,406,449 38,758,235
Less: Investment by Parent Company 101,488,225 45,603,850
Capital Reserve carried to Consolidated Reserves & Surplus (2,081,776) (6,845,615)
ALTRON INDUSTRIES PRIVATE LIMITED - ©
Share Capital 702,000 -
Profit and loss account balance 5,285,486 -
Subsidy 534,000 -
Total 6,521,486 -
NETWORTH 6,521,486 -
Less: Investment by Parent Company 5,199,714 -
Capital Reserve carried to Consolidated Reserves & Surplus 1,321,772 -
Total Capital Reserve carried to Consolidated Reserves & Surplus - (A+B+C) 37,415,061 20,700,614
SCHEDULE Q:
PROFIT AND LOSS ACCOUNT BALANCE
Profit and loss account balance as per Consolidated Profit & Loss Account 478,264,579 271,361,940
Less: Profit and loss account balance of Advanced Micronic Devices Limited 40,352,477 10,127,585
Less: Profit and loss account balance of Mediaid Inc., USA (1,244,825) (4,871,765)
Less: Profit and loss account balance of Altron Industries Private Limited 5,285,486 -
Profit and loss account balance carried to Consolidated Reserves and Surplus 433,871,441 266,106,120

97
Opto Circuits (India) Limited
SCHEDULE E:
Consolidated Fixed Assets Schedule for the year ended 31.03.2006
Gross Block Depreciation Net Block
PARTICULARS As On Altron as Consolidated Additions Deletions Adjust- Total as on As On Altron as Consolidated For the Deletions As on As on As on
01.04.05 on 01.04.05 ments 31.03.06 01.04.05 on 1.04.05 year 31.03.06 31.03.06 31.03.05
Land 3,004,342 3,961,440 6,965,782 - - - 6,965,782 - - - - - - 6,965,782 3,004,342
Bore Well 73,655 - 73,655 - - - 73,655 - - - - - - 73,655 73,655
Building 67,362,250 2,114,813 69,477,062 15,149,883 10,970,184 - 73,656,761 10,902,311 1,168,304 12,070,615 2,085,889 3,755,641 10,400,862 63,255,898 56,459,937
Apartment 12,685,605 - 12,685,605 - - - 12,685,605 621,854 621,854 423,699 - 1,045,553 11,640,052 12,063,751
Plant & Machinery 187,227,639 2,315,166 189,542,805 17,707,148 10,109,235 - 197,140,718 37,975,655 1,020,081 38,995,736 9,067,654 3,457,755 44,605,635 152,535,083 149,251,984
Furnitures & fittings 16,425,593 889,315 17,314,908 2,552,688 1,161,149 4,826 18,711,273 4,484,052 405,647 4,889,699 1,190,627 665,181 5,415,145 13,296,129 11,941,542
Computers & Software 17,275,319 301,000 17,576,319 1,267,101 - 394,464 19,237,884 1,923,014 277,124 2,200,138 5,766,040 331,233 7,634,945 11,602,939 15,352,306
Office Equipments 4,269,912 282,121 4,552,033 227,213 759,496 3,297 4,023,047 1,614,395 173,626 1,788,021 218,103 386,675 1,619,449 2,403,598 2,655,517
Electrical Installations 6,103,296 480,534 6,583,830 2,256,458 816,624 - 8,023,664 2,208,857 135,968 2,344,825 349,653 74,864 2,619,614 5,404,050 3,894,439
Vehicles 32,461,684 482,337 32,944,021 2,331,570 74,864 - 35,200,727 10,390,345 467,302 10,857,647 3,129,686 - 13,987,334 21,213,393 22,071,339
Overseas Assets 1,633,017 - 1,633,017 1,247,715 - - 2,880,732 183,175 - 183,176 991,642 - 1,174,819 1,705,913 1,449,842
as on 01.04.05 as on 01.04.05
Total 348,522,312 10,826,726 359,349,037 42,739,776 23,891,552 402,587 378,599,848 70,303,658 3,648,052 73,951,711 23,222,993 8,671,349 88,503,356 290,096,492 278,218,654
Capital WIP (05-06) 7,914,126 7,254,757 15,149,883 - 19,000 - - - - 19,000 7,914,126

NOTES TO THE CONSOLIDATED BALANCE SHEET:
1 The consolidated financial statements have been prepared in accordance with the general principals of Accounting standards 21
“Consolidated Financial Statements” issued by the ICAI.
2 The Subsidiaries (which along with Opto Circuits (India) Limited, the Holding Company ) considered in the preparation of these
consolidated financial statements are:
Name of the Company Country of Percentage of Percentage of
Incorporation ownership interest ownership interest
as at 31.03.2006 as at 31.03.2005
1 Advanced Micronic Devices Limited India 59.71% 59.71%
2 Mediaid Inc., USA USA 100% 100%
3 Altron Industries Pvt Limited India 100% NIL
3 Further the subsidiaries not considered in preparation of these financial statements are:
Name of the Company Country of Percentage of Percentage of
Incorporation ownership interest ownership interest
as at 31.03.2006 as at 31.03.2005
1 Eurocor GmbH., Germany 100% NIL
The financial statements of Eurocor are prepared as of December each year. Eurocor GmbH., was acquired by Opto Circuits (India) Ltd., during
January 2006, consequently the Financial Statement of Eurocor for the period ended December 2005have not been considered for consolidation.
4 The financial statements of all subsidiaries, considered in the consolidated accounts, are drawn up to 31st March.
5 The total amount of accumulated depreciation as per consolidated accounts is Rs.88,503,356/- out of which an amount of Rs.
10,596,992/- pertaining to Depreciation calculated by Written Down Value method, (which constitutes 11.97% of the total accumulated
depreciation).
6. Stock Reserve on inventories held by the subsidiaries have not been considered while preparing Consolidated Financial Statements.
7. Deferred Tax Asset/Liability has not been recognized in the holding companies accounts as there is a Deferred Tax Asset on the opening
st
timing difference for the year ending 31 March 2002 of the depreciation charged on the Fixed Assets and there is no virtual certainty
supported by convincing evidence that sufficient future taxable income will be available against which such Deferred Tax Asset can be
realized.
st
Deferred Tax liability in case of Advanced Micronic Devices Limited, the subsidiary, as at 31 March 2006 represents the tax effect of temporary
difference substantially on account of WDV of fixed assets on account of differing depreciation methods/rates and other timing differences
arising during the accounting year. Accumulated net deferred tax liability arising out of timing differences of the earlier years has not been
recognized.
31.03.2006 31.03.2005
(Rs.) (Rs.)
st
Deferred tax liability as at 31 March 2006 Comprises of
Timing difference on account of depreciation
Deferred Tax liability
7,26,000 10,60,000
Other timing differences-Deferred Tax Asset NIL NIL
Net Deferred Tax Liability (7,26,000) (10,60,000)
SIGNIFICANT ACCOUNTING POLICIES
Convention:
To prepare financial statements in accordance with the applicable accounting standards in India. A summary of important accounting policies,
adopted and applied by the Holding Company which have been applied consistently, is set out below.
Basis of Accounting
To prepare financial statements in accordance with the historical cost convention modified by revaluation of certain fixed assets as and when
undertaken as detailed below.
98

NOTES TO THE CONSOLIDATED BALANCE SHEET:
1) Fixed assets
Fixed assets are stated at cost, less accumulated depreciation. Cost price includes purchase price, duties, levies and any other cost 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.
2) Depreciation
Depreciation is provided on the straight line method at the rates specified under schedule XIV of the Companies Act, 1956 and on prorata
basis on the additions made during the year. However, in case of Mediaid Inc., USA and Altron Industries Private Limited, the subsidiaries,
depreciation is provided on written down value basis.
3) Revenue Recognition
Revenue from sale of products are recognized on dispatch of goods to customers and are net of sales tax, discounts, rebates for price
adjustments, rejections and shortage in transit.
4) Inventories
Valuation of inventories is at the lower of cost or market value as certified by the management.
5) Deferred Tax
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. Other deferred tax assets are recognized if there is reasonable 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.
6) Foreign currency translations
Foreign currency transaction recorded at the rates of exchange prevailing on the date of transaction. Foreign currency of assets & 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.
Exchange difference arising on liabilities incurred for the purpose of acquiring fixed assets are adjusted in the carrying value of the respective
fixed assets.
While translating the financial statements of non integral foreign subsidiaries the exchange difference arising on translation of assets /
liabilities is disclosed as foreign currency translation reserve.
7) Provisions
Provision for income tax is provided by the company, after considering the exemption U/s 10B of the Income Tax Act, available to the Holding
Company.
8) Investments
Investments other than investments in associates are valued at cost.
99
As per our report of even date
For & on behalf of the Board of Directors For ANAND SHENOY & CO.,
Chartered Accountants
sd/- sd/- sd/- sd/-
VINOD RAMNANI USHA RAMNANI ROSE CHINTAMANI G.C.SOMADAS
Chairman & Executive Director Company Secretary Partner
Managing Director M.No. : 18636
Place:Bangalore
th
Date : 13 June 2006.

OPTO CIRCUITS (INDIA) LIMITED, BANGALORE.
CONSOLIDATED CASH FLOW STATEMENT AS ON 31.03.2006
I. Cash flow from operating activities
Net profit before tax & extraordinary items
Adjustments for non operating items
31.03.2006 31.03.2005
Rs. Rs.
395,671,173 206,341,258
(Amortisation and other non cash items)
Depreciation & other non cash items 23,222,994 17,832,395
Dividend received for the year (53,067) (50,398)
Interest paid on borrowings 52,253,546 36,921,609
Interest received on Fixed Deposit (4,502,068) (2,994,419)
Profit on Sale of Fixed Assets (31,591,488) -
435,001,090 258,050,445
Adjustments for working capital
(Increase)/Decrease in inventories (345,475,192) (181,959,323)
(Increase)/Decrease in loans & advances (77,050,912) (24,288,952)
(Increase)/Decrease in sundry debtors (299,882,880) (42,802,858)
Increase/(Decrease) in current liabilities 325,391,860 145,716,108
Cash operating profit/(loss) before income tax 37,983,966 154,715,420
Income tax (4,472,724) (6,765,000)
Cash flow from operating activities before
extraordinary items
33,511,242 147,950,420
Extraordinary items Previous year transaction (13,626,324) (20,817,120)
Net cash flow from operations
II. Cash Flow From Investing Activities
19,884,918 127,133,300
Dividend Income 53,067 50,398
Interest received on Fixed Deposit (3,098,192) 2,994,419
Sale of Fixed Assets 46,811,692 2,307,384
Proceeds from sale of investments(net) (242,472,952) 44,045,326
Total inflow of cash from investing activities (198,706,385) 49,397,527
Purchase of Fixed Assets (34,825,650) (44,331,268)
Product development expenses (13,843,720)
Net cash flow from investing activities (247,375,755) 5,066,259
III.Cash Flow From Financing Activities
Proceeds from long term borrowings 422,697,400
Net proceeds from short term borrowings 6,699,054
Inflow of cash 422,697,400 6,699,054
Interest paid on borrowings (52,253,545) (36,921,609)
Dividend paid (125,361,095) (67,833,776)
Corporate dividend tax (18,220,913) (9,112,314)
Net cash flow from financing activities 226,861,847 (107,168,645)
Total increase in cash & cash equivalents during the year (628,990) 25,030,914
Cash & cash equivalents at the beginning of the year 102,175,959 77,145,045
Cash & cash equivalents at the end of the year 101,546,970 102,175,959
100

CAUTIONARY STATEMENT :
Statements made in this Annual Report describing the Company's
objectives, projections, estimates, expectations may be "Forward
looking statements" within the meaning of applicable securities laws
& regulations. Actual results could differ from those expressed or
implied. Important factors that could make a difference to the
Company's operations include economic conditions affecting demand
supply and price conditions in the domestic & overseas markets in
which the company operates, changes in the government regulations,
tax laws & other statutes & other incidental factors.
101
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