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Opto Circuits (India) Ltd.

BSE: 532391 Sector: Health care
NSE: OPTOCIRCUI ISIN Code: INE808B01016
BSE 00:00 | 23 May Opto Circuits (India) Ltd
NSE 05:30 | 01 Jan Opto Circuits (India) Ltd
OPEN 1.94
PREVIOUS CLOSE 1.78
VOLUME 134680
52-Week high 3.28
52-Week low 1.78
P/E 2.17
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.94
CLOSE 1.78
VOLUME 134680
52-Week high 3.28
52-Week low 1.78
P/E 2.17
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Opto Circuits (India) Ltd. (OPTOCIRCUI) - Director Report

Company director report

To the Members

Your Board is pleased to present the 28th Annual Report on the business andoperations of Up to Circuits (India) Limited together with the Audited FinancialStatements of your Company for the year ended March 31 2020.

FINANCIAL HIGHLIGHTS: (Rs in Lakhs)

Particulars for the year ended March 31st

STANDALONE

CONSOLIDATED

2020

2019

2020

2019

l. Revenue from operations

6261.42

10481.54

18120.18

25558.37

IL Other Income

293.95

316.41

475.62

402.60

III. Total Income ( Ml)

6555.37

10797.95

18595.80

25960.97

Expenses
Cost of materials consumed

2725.69

4263.92

7413.41

11761.94

Purchase of stock in trade

-

-

11465

272.13

Changes in inventories of FG WIP & Stock in trade

-

17.80

105.56

(86.32)

Employee benefit expenses

904.35

862.69

4490.78

4057.48

Finance cost

84.94

114.64

2878.36

323.90

Depreciation & Amortization Expenses

326.14

881.44

554.06

1078.73

Other Expenses

950.32

1165.36

3548.37

317375

IV Total Expenses

4991.44

7305.85

19105.18

20581.61

V. Profit /(Loss) before exceptional items and tax ( III-IV)

1563.94

3492.10

(509.38)

5379.35

VI Exceptional items

120716.27

-

137431.83

-

VII. Profit /( Loss) before tax (V-VI)

(119152.33)

3492.10

(137941.20)

5379.35

VIII. Tax Expenses
1) Current tax

-

-

17.24

218.52

2) Deferred tax

-

-

-

-

IX. Profit /(Loss) for the period from continuing operations (VII-VIH)

(11915233)

3492.10

(137958.44)

5160.84

x Profit/(Loss) from discontinued operations

-

-

"

XL Tax expenses of discontinued operations

-

-

"

XIi. Profit /(Loss) from discontinued operations after tax (X-XI)
XIII. Profitless) for the period (iX+XII)

(119152.33)

3492.10

(137958.44)

5160.84

XIV. Other Comprehensive lncome/(ioss)
a) Items that will not be reclassified subsequently to profit/loss

-

-

"

-

b) items that will be reclassified subsequently to profit/loss
XV. Total Comprehensive income for the year (XHH-XIV)

(119152.33)

3492.10

(137958.44)

5160.84
Profit for the year attributable to:
Shareholders of the company

(119152.33)

3492.10

(136786.81)

5137.69
Non-Controlling Interests

NA

NA

(1171.63)

23.15
Earnings Per Equity Share
Basic

(39.63)

1.20

(45.50)

1.77
Diluted

(3963)

1.20

(45.50)

1.77

COMPANY'S PERFORMANCE ON STANDALONEBASIS

Standalone total revenue was at Rs.6261.42 Lakhs for the financial year ended 31stMarch 2020 as against Rs. 10481.54 Lakhs for the corresponding financial year ended March31 2019 a Decline of 40.26%. Standalone profit/ (loss) after tax for the financial yearended 31st March 2020 is at Rs. (119152.33) Lakhs as against Rs. 3492.10 Lakhs for thecorresponding period financial year ended March31 2019. Earnings per share for the yearended 31stMarch 2020 is at Rs.(39.63) Basic.

ON CONSOLIDATED BASIS

Consolidated revenue is at 1812018 Lakhs for the financial year ended 31st March 2020as against Rs. 25558.37 Lakhs for the corresponding period of financial year 2019.

Consolidated profit after tax for the year ended 31st March 2020 is at (137958.44)Lakhs as against 5160.84 Lakhs for the corresponding period of financial year 2019.Earnings per share for the year ended 31st March 2020 is at (45.40) Basic.

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March

2020.

TRANSFER OF RESERVE

Your Directors have decided to retain the entire amount of Rs. (119152.33) Lakhs inretained earnings.

CHANGES IN SHARE CAPITAL

There was no change in the authorized share capital of the Company.

There was no change in the Issued and Paid-up share capital of the Company.

DISCLOSURE REGARDING ISSUE OF EQUITYSHARES WITH DIFFERENTIAL RIGHTS

During the year under review the Company has not issued Shares with DifferentialRights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEESTOCK OPTIONS

During the year under review the Company has not issued Shares under Employee

Stock Options

DISCLOSURE REGARDING ISSUE OF SWEATEQUITY SHARES:

During the year under review the Company has not issued Sweat Equity Shares

SUBSIDIARIES JOINT VENTURE A N PASS OCI ATE COMPANIES:

During the year under review the Company continues to have 04 direct subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and all its subsidiaries which formspart of the Annual Report.

Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed form at AOC-1 is appended as Annexure-A to the consolidatedfinancial statement and hence not repeated here for the sake of brevity.

The policy for determining material subsidiaries as approved may be accessed on theCompany's website http://www.up toindia.com/pdf/2019-20/QClL%20-%20Material%20Subsidiaries.pdf

There has been no material change in the nature of the business of the subsidiaries.MANAGEMENT

DISCUSSION AND ANALYSIS

In terms of Provisions of Regulation 34 of SEBI(LODR) Regulations 2015 the ManagementDiscussion and Analysis is set out as follows:

INDUSTRY OVERVIEW

Overview of Medical Device industry: The Indian medical device market is growingsteadily it was valued at $5.50 Billion by 2020. As India's economic healthcare andsocial landscapes evolve its medical device market emerges as a promising opportunity forforeign manufacturers.

Opportunities in the Indian market: India relies on imports to supply its healthcaresystem with medical technology. The medical tourism and luxury healthcare markets areamong India's fastest growing industries which create significant demand for specializedhigh-tech medical equipment.

There is consistent demand for surgical instruments cancer diagnostics orthopedic andprosthetic equipment imaging orthodontic and dental implants and electro medicalequipment.

industry challenges in India: Medical Device Regulation in India only apply to certainproduct categories. However India's underdeveloped regulatory framework is a significantobstacle for foreign manufacturer of regulated device types.

The weak rupee makes it difficult for some medical device companies to remainprofitable in this market particularly for manufacturers competing with low cost Chineseproducts. Also foreign manufacturers will also encounter significant competition fromAmerican European and Japanese companies.

COMPANY OVERVIEW

Up to Circuits (India) Limited is an established global medical devices and technologygroup with a diversified product portfolio which is headquartered out of Bangalore India.Your Company along with its subsidiaries are engaged in the design developmentmanufacture marketing and distribution of a range of medical products that are used byprimary secondary and tertiary healthcare establishments as well as in public accessfacilities such as schools fire stations policy offices in over150 countries. YourCompany specializes in vital signs monitoring emergency cardiac care vascular treatmentsand sensing technologies. Your US FDA listed and CE marked products are manufactured inIndia Malaysia Germany and the United States.

Your Company's interventional products include stents balloons both drug eluting andnon-drug eluting and AV shunts used for the treatment of coronary and peripheral arterialdiseases as well as catheters and implants that are inserted in the human body. YourCompany has proprietary technology with respect to the design and development of theseproducts allowing us to differentiate these from competing devices. Some of our well knownbrands in this segment are Dior Freeway E-Magic Plus and Genius Magic Siro PrimeFreeway Shunt Balloon Catheter.

Your Company develops manufacture and market a broad range of advanced cardiacdiagnostic and therapeutic devices and state of art patient monitoring systems. YourCompany's products include automated patient monitoring devices and services vital signsmonitors pulse oximeters and peripheral artery disease diagnostic equipment.

Your Company also sells a variety of related products and consumables and offer aportfolio of related training and key support services including the installationtraining monitoring and maintenance of our equipments which allow our customers tooptimize the usage of our products and provide us with recurring revenues on a contractedbasis.

Some of our well known brands in this segment are RevoN Compass NGenuity Poet IQetc.

Unitexis Vascular Inc an Up to Circuits Group Company is a leader in non invasivetechnology has released the next generation Multi Lab vascular system Miuti lab ROODRAis among the first in the industry to provide extreme flexibility and configurability.This one touch fully functional vascular system provides a 24-inch touch screen monitoron a multi-axis mount for ergonomically correct usage.

Eurocor GmbH Germany a Wholly Owned Subsidiary of Up to Eurocor Health Care Limitedis an international leader in vascular devices such as stent and Drug Eluting Balloontechnology related services and solutions recently announced the acquisition of a patentapplication related to bio resorbable stents.

Bio resorbable stents represent a novel alternative to traditional vascular stenttechnology. This novel stent design uses a material combination of metal and polymer whichcombines the advantage of bio resorbable and robust stent properties. The patent grantwill bolster the extension of Eurocor Portfolio to include bioresor bable devices capableof addressing significant new markets and customers globally. Since the launch of thecompany's [Eurocor GmbH Germany] patented Drug Eluting Ballon [DEBor DCB] product rangeEurocor has invested in future technology that avoids having to leave metabehind incoronary and peripheral lesions. With the advent of Bioresorbable stents the company isquite excited to extend its patented and novel product technology and to provide metalfree fully restorable stent products.

STRENGTHS OF YOUR COMPANY

One of the biggest competitive advantages is the propriety technology developed by ourin- house teams which gives us control over features and intellectual property costs ofdevices and helps minimize our dependence on third party technologies. The focus onresearch and development activities has enabled us to develop devices which we believe aretechnologically superior to other devices available in the market.

Your Company's diversified product portfolio across invasive and non-invasive caters tothe needs of primary secondary and tertiary care establishments is well balanced andincludes technologies that command high profit margins and also allows to achieve salesand distribution synergies coupled with economies of scale. The global distributionnetwork is supported by a large team of third- party distributors and highly qualifiedinternational team of sales persona! spread across Europe United States and other partsof the world. Your Company's extensive distribution sales and service network allows tobe closer to end-users and enables us to be more responsive to market demand Your Companyhas been in the medical devices business since 1992and have established long-standingrelationships with physicians general practitioners and specialists clinics andhospitals. Further your company believes that our long term relationships and the qualityof our customer base is a key strength that enables us to expand our business andoperations.

The Current scenario of avoiding import from china and encouragement for domesticindustries (Make in India or ATMA NIRBHAR BHARATH) your Company is exploring the potentialof Domestic Sales Verses the Export Sales -- cater to Indian Market.

UP TO CIRCUITS [INDIA] LTD- STANDALONE FINANCIALS.

Standalone total revenue was at Rs. 626142Lakhs for the financial year ended 31 stMarch 2020 as against Rs. 10481.54Lakhs for the corresponding financial year ended 31stMarch 2019 a decrease of 40.26%.Standalone Profit/ (Loss) After Tax for the financialyear ended 31st March 2020 is at Rs. (119152.33) Lakhs as against Rs 3492.09Lakhs forthe corresponding period financial year ended 31st March 2019. Basic Earnings per Sharefor the year ended 31st March2020 is at Rs. (39.63)

Your Company continues efforts to win more customers and a bigger pie of the existingbusiness to improve the overall performance.

The Company has borrowings from State Bank of India HDFC Bank Ltd Yes Bank LtdStandard Chartered Bank Ltd and Bank of Nova Scotia Ltd for which no provision forinterest is made in the financial statements as these Banks have categorized therespective borrowings as NPA. The Company has also lines of operational Credit andBorrowings from Induslnd Bank Ltd classified as standard.

With State Bank of India the Company has made a proposal for Compromise Settlement for89 Crores and that the company has already Paid 13.35 Crores in a phased manner as UpfrontMoney and for the balance settlement amount of 75.65 Crores awaiting for the banks' Finalapproval.

With HDFC Bank Ltd standard chartered Bank Yes Bank and Bank of Novascotia thecompany has given a proposal for restructuring of its Loan wherein the re-estimatedliability loan amount is programmed to be paid in a phased out manner. Bank of Novascotiapetition to NCLT and CiRP proceedings for recovery of Rs. 30Cr has commenced in case ofupto Infrastructure limited a subsidiary Company.

The Management is actively pursuing the above settlement proposals with the respectivebanks on an ‘on-going' basis.

BUSINESS PERFORMANCE ANALYSISCONSOLIDATED

Consolidated revenue is at Rs.18120.18Lakhs for the financial year ended 31st March2020 as against Rs. 25558.37 Lakhs for the corresponding period of financial year 2019.Consolidated Profit after Tax for the year ended 31st March 2020 is at Rs. (137958.44)Lakhs as against Rs. 5160.84Lakhs for the corresponding period of financial year 2019.Basic Earnings per Share for the year ended 31st March2020 is at Rs. (45.50)

CONSERVATION OF ENERGY

Your Company does not fall under the category of power intensive industries. Howeversustained efforts are taken to reduce energy consumption. The organization is an ISO14001:2015 certified Company which is an international Environmental Management SystemStandard. The Environmental policy of your Company aims at conservation of naturalresources and minimization of pollution.

FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company earned Rs.6125.68 Lakhs in foreign exchange in the year under review. AndForeign Exchange outflow was Rs. 2092.25Lakhs.

PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

There were no employees who were in receipt of Rupees One Crore Two Lakhs or moreemployed during the financial year or employed part of year and in receipt of remunerationin excess of Rupees Eight Lakhs Fifty Thousand or more a month under information as perSection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016.

Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the information on Disclosures pertainingremuneration and other details as required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 is being sent to the members of the Company. The said informationis available for inspection at the registered office of the Company during working hoursand any member interested in obtaining such information may write to the Company Secretaryand the same will be furnished on request.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on corporategovernance as stipulated under the Listing Regulations forms an integral part of thisReport The requisite certificate from the practicing company Secretary confirmingcompliance with the conditions of corporate governance and certification ofNon-Disqualification of Directors are attached to the report on corporate governance.

DIRECTORS* RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS).Pursuant to Section 134(3) (c) and 134 (5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that

a) In the preparation of the Annual Accounts for the year ended March 31 2020 theapplicable accounting standards have been followed and there are no material departuresfrom the same.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance the provisions of the Act for safe guarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on the going concerns basis.

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

LISTING OF SECURITIES

Your Company's Equity Shares continue to remain listed on BSE Limited and the NationalStock Exchange of India Limited. Your Company has paid the listing fees as payable to theBSE Limited and the National Stock Exchange of India Limited. for the financial year2019-20.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financialyear under review.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from independent Directors that theymeet the criteria of Independence laid down in Section149 (7) of the Companies Act 2013that he/she meets the criteria laid down under Section 149 (6) of the Companies Act 2013read with Regulation25 of the Securities and Exchange Board of lndia (Listing Obligationsand Disclosure Requirements)Regulations 2015.

All the Independent Directors have also confirmed under Regulation 16(b) of SEBI(LODR)Regulations 2015 that they are not Non-Independent Director of another Company on theBoard of which any Non- Independent Director of the listed entity is an IndependentDirector

TRAINING OF INDEPENDENT DIRECTORS.

To familiarize the new inductees with strategy operations and functions of our CompanySenior Managerial personnel make presentations on Company's strategy organizationstructure products technology quality facilities. Further at the time of appointmentof an Independent Director the Company issues a formal letter of appointment outliningtheir role function duties.

Based on the confirmation received none of the Directors except Mr. Somadas G C aredisqualified for being appointed/reappointed as directors in terms of Section 164 theCompanies Act 2013.

During the year under review no stock options were issued to the Directors of theCompany.

MEETING OF THE BOARD

Nine Meetings of the Board of Directors were held during the year. For further detailsplease refer Corporate Governance section in this Annual Report.

COMMITTEES OF THE BOARD

Currently the Board has Five Committees: Audit and Risk Management CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholders Relationship Committee and Finance Committee.

A Detailed Note on The Composition and Scope of The Committee is Provided Under TheCorporate Governance Section in This Annual Report.

AUDITORS

At the 25th Annual General Meeting held on September 05 2017 members haveapproved the appointment of M/s. B.V. Swami & Co. Chartered Accountants Bengaluru(ICAI Firm Reg No.009151S) as Statutory Auditors of the Company.

M/s. B.V. Swami & Co. Statutory Auditors holds office till the conclusion of thisAnnual General Meeting to be held. The board recommended the re-appointment of StatutoryAuditor in upcoming AGM.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or reenactment(s) for the time being in force).

SECRETARIAL AUDITOR

The Board has appointed Mr. Vijayakrishna K.T. Practicing Company Secretary to conductSecretarial Audit for the financial year 2019-20. The Secretarial Audit Report for thefinancial year ended March 31 2020 is annexed here with marked as Annexure 1 in the Formof MR 3 to this Report. The Board of Directors of the Company here by furnish followingexplanations and clarifications with respect the observations made by the SecretarialAuditors in their report dated 14th July 2020 under the heading observations in points a)to i) The Company has taken corrective actions Censure that such delays do not occuragain.

RISK MANAGEMENT

The Company has laid down risk assessment and minimization procedures which are in linewith the best practices in the industry and as per its experience and objectives. The RiskManagement system is reviewed periodically and updated

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The disclosure ofRelated Party transactions as required under Section 134(3)(h) of Companies Act 2013 inForm AOC2 is annexed herewith marked as Annexure 2.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at the linkhttp://www.up toindia.com/pdf/2019-20/OCIL%20-%20RTP%20Policy.pdf

Your Directors draw attention of the members to Note No.32 to the financial statementwhich sets out related party disclosures.

PARTICULARS OF LOANS GIVEN INVESTMENTSMADE GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) appointed by the Boardhas formulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board. The CSR Policy may be accessed on the Company's website at the link:http://www. http://www.up toindia.com/pdf/2Q19-20/OCIL%20Nomination%20Remuneration%20Po!icypdf

Due to Non availability of profits the Company was not required to spend any amount onCSR activities during the Financial Year 2019-20 and hence no report is prepared/furnished in terms of section 134 of Companies Act 2013 Boards' Policies.

POLICY ON MATERIAL SUBSIDIARIES.

The policy is used to determine material subsidiaries and to provide governance framework for them. In line with SEBI(LODR) (Amendment) Regulations.2018 the policy standrevised w.e.f April 01 2019.The Policy may be accessed on Company's website At theLink:http://http://www.up to india.com/pdf/2019-20/OCIL%20- %20Material%20Subsidiaries.pdf

POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION

Your Company has in place the Nomination Remuneration and Evaluation Policy of theCompany on Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of Director and other matters providedunder sub Section (3)of Section 178 of the Companies Act 2013.

The policy was revised and ad 8 8opted effective April 0l 2019.The Policy may beaccessed on Company's website at the Link: http:// http://www.up toindia.com/pdf/2Q19-20/OCIL%20Nomination%20Remuneration%2QPolicv.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a vigilmechanism and whistle blower policy under which the employee are free to report violationsof applicable laws and regulations and the code of conduct to chief vigilance officer andAudit and Risk Management Committee of the Board. The Company further confirms that nopersonal have been denied access to the Audit and Risk Management Committee The policy onvigil mechanism and whistle blower policy may be accessed on the Company's website at thelink:http://http:// http://www.up toindia.com/pdf/QCIL%20-%20Whi$tle%20Blower%20Poiicv.Pdf

POLICY ON DISCLOSURE OF MATERIAL EVENTSAND INFORMATION

Your Company has adopted the Policy on Disclosure of Material Events and informationin accordance with Securities and Exchange Board of lndia (Listing Obligations andDisclosure Requirements) Reguiations 2015 to determine the events and information whichare material in nature and are required to be disclosed to the Stock Exchanges.

The said policy is available on the website of the Company at http://www.uptoindia.com/pdf OCIL - Policy on Disclosure of Material Event and lnformationx.pdf

POLICY ON PRESERVATION OF DOCUMENTSAND RECORDS

Your Company has adopted the policy on Preservation of Documents and Records inaccordance with Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The Policy ensures that the Company complies with theapplicable document retention laws preservation of various statutory documents and alsolays down minimum retention period for the documents and records in respect of which noretention period has been specified by any law/rule/regulation. The policy also providesfor the authority under which the disposai/destruction of documents and records aftertheir minimum retention period can be carried out.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed here with as Annexure 4 to thisReport.

MATERIAL CHANGES AND COMMITMENT SAFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes or commitments affecting the financial position ofthe Company between the end of the Financial Year and as on the date of this report towhich the Financial Statements relate.

SIGNIFICANT AND MATERIAL ORDERS

No order was passed by any court or regulator or tribunal during the year under reviewwhich impacts going concern status of the Company.

SECRETARIAL STANDARD

The Company has complied with all applicable Secretarial Standards.

RESPONSE TO AUDITORS OBSERVATIONS

The Board of Directors of the company furnish following response to theQualifications/observations made by the Auditors in their Report dated 14thJuly 2020 for the Standalone Financial Statements and Consolidated Financial Statements.

RESPONSE TO AUDITORS OBSERVATION ONSTANDALONE FINANCIAL STATEMENTS FOR FY2019-20.

RESPONSE TO QUALIFIED OPINION:

a] Investment in subsidiary- Up to Cardiac Care Ltd [ OCCL]

The Company made a claim of USD 160.82 Million against DBS Bank Ltd vide its letterdated 24th January 2017 and this claim is part of the above petition filed before theHon'ble City Civil Court Bangalore by the Company and that the matter is sub-judice.

The Company has also informed all the other lender Banks in the above matter. TheCompany also has lodged a complaint with Debt Recovery Tribunal -2 [DRT-2] Bangalore onthe company's claim against DBS Bank Ltd. DRT-2 Bangalore had sought response/explanations from DBS Bank Ltd in this matter.

Your company will take a decision to impair the investments when these legal cases aresettled.

b] Investment in subsidiary- Up to Eurocor Healthcare [OEHL]

Auditor's observation is noted. The management is confident of revenue generation in Upto Eurocor Healthcare Ltd and its overseas subsidiaries Euro Tech GmbH and Eurocor Tech BVas reason of which no provision is made for impairment of its investments and advances inthis current financial year.

c. The management is negotiating for One Time Settlement (OTS) / Compromise settlementfor Rs.8900 Lakhs and has already paid an advance of Rs.1245 Lakhs against OTS /Compromise Settlement offered by the Company.

Response to Annexure to the Auditors Report [CARO] [i] to [xvi] / Emphasis matters.

The Company has taken note of the comments by the Auditors and that the company wouldcarry out necessary corrective steps in the following years.

d. Going Concern:

During the year under the review High Court of Karnataka had passed winding up orderand also appointed official liquidator and after a prolong proceedings for a about 7months winding up order was recalled Company operations restored from October 2019onwards. Further due the legal issues involved Bankers had not released the funds for theoperations which resulted in reduced financial resources. Review of financial affairsafter publishing of half yearly results for September 2020 and future expected cash flowsin consultation with insolvency resolution professionals Board of Directors will takenecessary action.

RESPONSE TO AUDITORS OBSERVATION ONCONSOLIDATED FINANCIAL STATEMENTS FORFY 2019-20.

The Board of Directors of the Company response to the QuaSifications/observations madeby the Auditors in their Report dated 14th July 2020 for the ConsolidatedFinancial Statements under the heading Basis for Qualified Opinion in points[1] to [63.

RESPONSE TO QUALIFIED OPINION

1. Please refer response of Standalone Audit Report for comments 1 to 3

2. Noted the comments for 4 5& 6

As per the management review the estimated liquidation / realizable value of the assetsis more than the liability payable to the Banks as per the settlement terms and hencethere is no impact or impairment in the value of investments in the subsidiary Up toInfrastructure Limited.

3. Auditors observation noted.

Please refer our response to Standalone Audit Report under "Going Concern"

COMMENTS OF THE AUDITORS NOTE INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.

DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

Your company has always believed in providing a safe and harassment free work place forevery individual working in Company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment A policy on prevention ofSexual Harassment at workplace has been released by the Company. The policy aims atprevention of harassment of employees and lays down the guidelines for identificationreporting and prevention of undesired behavior. Three members internal complaintsCommittee (ICC) was set up from the senior management with women employees constitutingmajority. The ICC is responsible for reddressal of complaints related to sexual harassmentand follows the guide lines provided in the policy. No complaints pertaining to sexualharassment was reported during the year.

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedication of employees at alllevels that have contributed to the growth and success of your company. Your Company alsothank all our stakeholders customers vendors Investors bankers and other businessassociates for their continued support and encouragement during the year.

On behalf of the Board of Directors Up to Circuits (India) Limited

Vinod Ramnani

Chairman (DIN:01580173)

Somadas GC

Managing Director (DIN:00678824)

Place: Bengaluru Date: 01.12.2020

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