Board of Directors - Opto Circuits

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