Board of Directors - Opto Circuits

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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
Page 2 and 3: BOARD OF DIRECTORS AUDITORS COMPANY
Page 4 and 5: 4 INDEX Showcase - Key Milstones 3
Page 6 and 7: 6 BRAINS TRUST Meet the Management
Page 8 and 9: 8 BUSINESS MODEL Driving Growth thr
Page 10 and 11: 10 BUSINESS MODEL Driving Growth th
Page 12 and 13: 12 ADVANCED MICRONIC DEVICES LTD. E
Page 14 and 15: 14 INORGANIC GROWTH A Growth Driver
Page 16 and 17: 16 PRODUCT PROFILE Heart surgery ha
Page 18 and 19: Tete'a-Tete' with Dr. Michael Orlow
Page 20 and 21: 20 BUSINESS STRATEGIST “R&D is a
Page 22 and 23: 22 OUR OFFICES International Sales
Page 24 and 25: 24 Transcending the Number Barrier
Page 26 and 27: 26 5YEAR FINANCIAL SUMMARY & KEY RA
Page 28 and 29: 28 WHAT THE NUMBERS SAY Key Ratios
Page 30 and 31: 30 WEALTH CREATION Total shareholde
Page 32 and 33: COMPANY PERFORMANCE Your company ha
Page 34 and 35: were reasonable and prudent so as t
Page 36 and 37: CORPORATE GOVERNANCE Mr. Mahesh Pat
Page 40 and 41: CORPORATE GOVERNANCE ( E) The Compa
Page 42 and 43: 42 CORPORATE GOVERNANCE BSE NSE Dat
Page 44 and 45: CORPORATE GOVERNANCE 44 CERTIFICATE
Page 46 and 47: ANNEXURE TO THE AUDITOR'S REPORT (R
Page 48 and 49: 48 Opto Financial Statement
Page 50 and 51: 50 OPTO CIRCUITS (INDIA) LIMITED, B
Page 52 and 53: OPTO CIRCUITS (INDIA) LIMITED, BANG
Page 56 and 57: 56 SCHEDULE E: Fixed Assets Schedul
Page 58 and 59: NOTES FORMING PART OF ACCOUNTS (CON
Page 60 and 61: NOTES FORMING PART OF ACCOUNTS (CON
Page 64 and 65: ADVANCED MICRONIC DEVICES LIMITED B
Page 70 and 71: ADVANCED MICRONIC DEVICES LIMITED S
Page 72 and 73: MEDIAID INC., USA BALANCE SHEET AS
Page 74 and 75: MEDIAID INC., USA SCHEDULE TO BALAN
Page 80 and 81: ALTRON INDUSTRIES PRIVATE LIMITED B
Page 82 and 83: ALTRON INDUSTRIES PRIVATE LIMITED S
Page 84 and 85: ALTRON INDUSTRIES PRIVATE LIMITED S
Page 86 and 87: ALTRON INDUSTRIES (PRIVATE) LIMITED
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REPORT OF THE AUDITORS TO THE BOARD
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90 OPTO CIRCUITS (INDIA) LIMITED, B
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OPTO CIRCUITS (INDIA) LIMITED, BANG
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NOTES TO THE CONSOLIDATED BALANCE S
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Board of Directors - Opto Circuits

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